Unassociated Document


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    CAPITOL
      FEDERAL FINANCIAL 

    PARTNERS
      IN THRIFT PLAN

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    Plan
      CL2006

    


    Restated
      October 1, 2007

    


    



    
      
        
          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    TABLE
      OF CONTENTS

    

      
        	 	 	 	 	 	
                Page
                  Number

              
	
                INTRODUCTION

              	 	 	 	
                1

              
	 	 	 	 	 	 
	
                ARTICLE
                  I

              	
                FORMAT
                  AND DEFINITIONS

              	 	 
	 	 	 	 	 	 
	 	
                Section  1.01

              	
                -----

              	
                Format

              	 	
                2

              
	 	
                Section  1.02

              	
                -----

              	
                Definitions

              	 	
                2

              
	 	 	 	 	 	 
	
                ARTICLE
                  II

              	
                PARTICIPATION

              	 	 
	 	 	 	 	 	 
	 	
                Section  2.01

              	
                -----

              	
                Active
                  Participant

              	 	
                17

              
	 	
                Section  2.02

              	
                -----

              	
                Inactive
                  Participant

              	 	
                18

              
	 	
                Section  2.03

              	
                -----

              	
                Cessation
                  of Participation

              	 	
                18

              
	 	 	 	 	 	 
	
                ARTICLE
                  III

              	
                CONTRIBUTIONS

              	 	 
	 	 	 	 	 	 
	 	
                Section  3.01

              	
                -----

              	
                Employer
                  Contributions

              	 	
                19

              
	 	
                Section  3.01A

              	
                -----

              	
                Thrift
                  Contributions by Participants

              	 	
                19

              
	 	
                Section  3.01B

              	
                -----

              	
                Voluntary
                  Contributions by Participants

              	 	
                20

              
	 	
                Section  3.02

              	
                -----

              	
                Forfeitures

              	 	
                20

              
	 	
                Section  3.03

              	
                -----

              	
                Allocation

              	 	
                21

              
	 	
                Section  3.04

              	
                -----

              	
                Contribution
                  Limitation

              	 	
                21

              
	 	
                Section  3.05

              	
                -----

              	
                Excess
                  Amounts

              	 	
                26

              
	 	 	 	 	 	 
	
                ARTICLE
                  IV

              	
                INVESTMENT
                  OF CONTRIBUTIONS

              	 	 
	 	 	 	 	 	 
	 	
                Section  4.01

              	
                -----

              	
                Investment
                  and Timing of Contributions

              	 	
                37

              
	 	 	 	 	 	 
	
                ARTICLE
                  V

              	
                BENEFITS

              	 	 
	 	 	 	 	 	 
	 	
                Section  5.01

              	
                -----

              	
                Retirement
                  Benefits

              	 	
                38

              
	 	
                Section  5.02

              	
                -----

              	
                Death
                  Benefits

              	 	
                38

              
	 	
                Section  5.03

              	
                -----

              	
                Vested
                  Benefits

              	 	
                38

              
	 	
                Section  5.04

              	
                -----

              	
                When
                  Benefits Start

              	 	
                38

              
	 	
                Section  5.05

              	
                -----

              	
                Loans
                  to Participants

              	 	
                39

              
	 	
                Section  5.06

              	
                -----

              	
                Distributions
                  Under Qualified Domestic Relations Orders

              	 	
                42

              
	 	 	 	 	 	 
	
                ARTICLE
                  VI

              	
                DISTRIBUTION
                  OF BENEFITS

              	 	 
	 	 	 	 	 	 
	 	
                Section  6.01

              	
                -----

              	
                Form
                  of Distribution

              	 	
                43

              
	 	
                Section  6.02

              	
                -----

              	
                Election
                  Procedures

              	 	
                43

              
	 	
                Section  6.03

              	
                -----

              	
                Notice
                  Requirements

              	 	
                44

              
	 	 	 	 	 	 
	
                ARTICLE
                  VII

              	
                REQUIRED
                  MINIMUM DISTRIBUTIONS

              	 	 
	 	 	 	 	 	 
	 	
                Section  7.01

              	
                -----

              	
                Application

              	 	
                45

              
	 	
                Section  7.02

              	
                -----

              	
                Definitions

              	 	
                45

              
	 	
                Section  7.03

              	
                -----

              	
                Required
                  Minimum Distributions

              	 	
                46

              


      


      
        
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                ARTICLE
                  VIII

              	
                TERMINATION
                  OF THE PLAN

              	 	
                51

              
	 	 	 	 	 	 
	
                ARTICLE
                  IX

              	
                ADMINISTRATION
                  OF THE PLAN

              	 	 
	 	 	 	 	 	 
	 	
                Section  9.01

              	
                -----

              	
                Administration

              	 	
                52

              
	 	
                Section  9.02

              	
                -----

              	
                Expenses

              	 	
                52

              
	 	
                Section  9.03

              	
                -----

              	
                Records

              	 	
                52

              
	 	
                Section  9.04

              	
                -----

              	
                Information
                  Available

              	 	
                53

              
	 	
                Section  9.05

              	
                -----

              	
                Claim
                  Procedures

              	 	
                53

              
	 	
                Section  9.06

              	
                -----

              	
                Delegation
                  of Authority

              	 	
                54

              
	 	
                Section  9.07

              	
                -----

              	
                Exercise
                  of Discretionary Authority

              	 	
                54

              
	 	
                Section  9.08

              	
                -----

              	
                Transaction
                  Processing

              	 	
                55

              
	 	 	 	 	 	 
	
                ARTICLE
                  X

              	
                GENERAL
                  PROVISIONS

              	 	 
	 	 	 	 	 	 
	 	
                Section
                  10.01

              	
                -----

              	
                Amendments

              	 	
                56

              
	 	
                Section
                  10.02

              	
                -----

              	
                Direct
                  Rollovers

              	 	
                57

              
	 	
                Section
                  10.03

              	
                -----

              	
                Mergers
                  and Direct Transfers

              	 	
                57

              
	 	
                Section
                  10.04

              	
                -----

              	
                Provisions
                  Relating to the Insurer and Other Parties

              	 	
                58

              
	 	
                Section
                  10.05

              	
                -----

              	
                Employment
                  Status

              	 	
                59

              
	 	
                Section
                  10.06

              	
                -----

              	
                Rights
                  to Plan Assets

              	 	
                59

              
	 	
                Section
                  10.07

              	
                -----

              	
                Beneficiary

              	 	
                59

              
	 	
                Section
                  10.08

              	
                -----

              	
                Nonalienation
                  of Benefits

              	 	
                60

              
	 	
                Section
                  10.09

              	
                -----

              	
                Construction

              	 	
                60

              
	 	
                Section
                  10.10

              	
                -----

              	
                Legal
                  Actions

              	 	
                60

              
	 	
                Section
                  10.11

              	
                -----

              	
                Small
                  Amounts

              	 	
                61

              
	 	
                Section
                  10.12

              	
                -----

              	
                Word
                  Usage

              	 	
                61

              
	 	
                Section
                  10.13

              	
                -----

              	
                Change
                  in Service Method

              	 	
                61

              
	 	
                Section
                  10.14

              	
                -----

              	
                Military
                  Service

              	 	
                63

              
	 	 	 	 	 	 
	
                ARTICLE
                  XI

              	
                TOP-HEAVY
                  PLAN REQUIREMENTS

              	 	 
	 	 	 	 	 	 
	 	
                Section
                  11.01

              	
                -----

              	
                Application

              	 	
                64

              
	 	
                Section
                  11.02

              	
                -----

              	
                Definitions

              	 	
                64

              
	 	
                Section
                  11.03

              	
                -----

              	
                Modification
                  of Vesting Requirements

              	 	
                67

              
	 	
                Section
                  11.04

              	
                -----

              	
                Modification
                  of Contributions

              	 	
                67

              
	 	 	 	 	 	 
	
                PLAN
                  EXECUTION

              	 	 	 	 


      


      
        
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INTRODUCTION

    


    


    The
      Primary Employer previously established a thrift and profit sharing plan on
      October 1, 1969.

    


    The
      Primary Employer is of the opinion that the plan should be changed. It believes
      that the best means to accomplish these changes is to completely restate the
      plan's terms, provisions and conditions. The restatement, effective October
      1, 2007, is set forth in this document and is substituted in lieu of the prior
      document with the exception of any good faith compliance amendment and any
      model
      amendment. Such amendment(s) shall continue to apply to this restated plan
      until
      such provisions are integrated into the plan or such amendment(s) are superseded
      by another amendment.

    


    The
      restated plan continues to be for the exclusive benefit of employees of the
      Employer. All persons covered under the plan on September 30, 2007, shall
      continue to be covered under the restated plan with no loss of
      benefits.

    


    It
      is
      intended that the plan, as restated, shall qualify as a profit sharing plan
      under the Internal Revenue Code of 1986, including any later amendments to
      the
      Code.

    


    This
      plan
      includes the statutory, regulatory, and guidance changes specified in the 2006
      Cumulative List of Changes in Plan Qualification Requirements (2006 Cumulative
      List) contained in Internal Revenue Service Notice 2007-3 and the qualification
      requirements and guidance published before the issuance of such list. The
      provisions of this plan apply as of the effective date of the restatement unless
      otherwise specified.

    


    
      
        
        

      

      
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    ARTICLE
      I

    


    FORMAT
      AND DEFINITIONS

    


    SECTION
      1.01--FORMAT.

    


    Words
      and
      phrases defined in the DEFINITIONS SECTION of Article I shall have that
      defined meaning when used in this Plan, unless the context clearly indicates
      otherwise.

    


    These
      words and phrases have an initial capital letter to aid in identifying them
      as
      defined terms.

    


    SECTION
      1.02--DEFINITIONS.

    


    
      	 	
              Account
                means, for a Participant, his share of the Plan Fund. Separate accounting
                records are kept for those parts of his Account that result
                from:

            


    

    


    (a) Thrift
      Contributions

    


    (b) Voluntary
      Contributions

    


    (c) Matching
      Contributions

    


    (d) Profit
      Sharing Contributions

    


    (e) Rollover
      Contributions from Capitol Federal Savings Employee’s Pension Plan

    


    
      	 	
              A
                Participant's Account shall be reduced by any distribution of his
                Vested
                Account and by any Forfeitures. A Participant's Account shall participate
                in the earnings credited, expenses charged, and any appreciation
                or
                depreciation of the Investment Fund. His Account is subject to any
                gains,
                losses or expenses associated
                therewith.

            


    

    


    Accounts
      and sub-accounts in addition to those specified above, may also be maintained
      if
      considered appropriate in the administration of the Plan.

    


    ACP
      Test
      means
      the nondiscrimination test described in Code Section 401(m)(2)
      as provided for in subparagraph (d) of the EXCESS AMOUNTS SECTION of
      Article III.

    


    Active
      Participant
      means an
      Eligible Employee who is actively participating in the Plan according to the
      provisions in the ACTIVE PARTICIPANT SECTION of Article II.

    


    Adopting
      Employer
      means an
      employer which is a Controlled Group member and which has adopted this
      plan.

    


    Affiliated
      Service Group
      means
      any group of corporations, partnerships or other organizations of which the
      Employer is a part and which is affiliated within the meaning of Code Section
      414(m) and the regulations thereunder. Such a group includes at least two
      organizations one of which is either a service organization (that is, an
      organization the principal business of which is performing services), or an
      organization the principal business of which is performing management functions
      on a regular and continuing basis. Such service is of a type historically
      performed by employees. In the case of a management organization, the Affiliated
      Service Group shall include organizations related, within the meaning of Code
      Section 144(a)(3), to either the


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    management
      organization or the organization for which it performs management functions.
      The
      term Controlled Group, as it is used in this Plan, shall include the term
      Affiliated Service Group.

    


    Alternate
      Payee
      means
      any spouse, former spouse, child, or other dependent of a Participant who is
      recognized by a qualified domestic relations order as having a right to receive
      all, or a portion of, the benefits payable under the Plan with respect to such
      Participant.

    


    
      	 	
              Annual
                Compensation
                means, for a
                Plan Year, the Employee’s Compensation for the Compensation Year ending
                with or within the consecutive 12-month period ending on the last
                day of
                the Plan Year.

            


    

    


    
      	 	
              Annual
                Compensation shall only include Compensation received while an Active
                Participant. 

            


    

    


    
      	 	
              For
                Plan Years beginning on or after July 1, 2007, Annual Compensation
                shall include amounts earned but not paid during the Compensation
                Year
                solely because of the timing of pay periods and pay dates, provided
                the
                amounts are paid during the first few weeks of the next Compensation
                Year,
                the amounts are included on a uniform and consistent basis with respect
                to
                all similarly situated Employees, and no Compensation is included
                in more
                than one Compensation Year.

            


    

    


    Annuity
      Contract
      means
      the annuity contract or contracts into which the Trustee or the Primary Employer
      enters with
      the
      Insurer for guaranteed benefits, for the investment of Contributions in separate
      accounts, and for the payment of benefits under this Plan. 

    


    Beneficiary
      means
      the person or persons named by a Participant to receive any benefits under
      the
      Plan when the Participant dies. See the BENEFICIARY SECTION of
      Article X.

    


    Benefit
      Commencement Date
      means,
      for a Participant, the first day of the first period for which an amount is
      payable.

    


    Claimant
      means
      any person who makes a claim for benefits under this Plan. See the CLAIM
      PROCEDURES SECTION of Article IX.

    


    Code
      means
      the Internal Revenue Code of 1986, as amended.

    


    Compensation
      shall be
      as defined as follows:

     

    


    
      	(1)  	
              Generally.
                Compensation shall mean the compensation paid to an Employee by the
                Employer for services rendered to the Employer during a Plan Year,
                after
                the date on which the Employee becomes a Participant, as defined
                in Code
                Section 3401(a) (for purposes of income tax withholding at the source)
                plus amounts that would be required to be included as wages but for
                an
                election under Codes Sections 125(a), 132 (f)(4), 402(e)(3), 402(h)(1)(B),
                402(k) or 457(b) of the Code, plus all other payments of compensation
                to
                an employee by his employer (in the course of the employer’s trade or
                business) for which the employer is required to furnish the employee
                a
                written statement under Code Sections 6041(d), 6051(a)(3), and 6052.
                Notwithstanding the following, for purposes of this Section 1.1 (j)(1),
                the following items shall not constitute Compensation: reimbursements
                or
                other expense allowances, fringe benefits, moving expenses, deferred
                compensation welfare benefits, amounts paid by the Employer or accrued
                with respect to this Plan or any other qualified or non-qualified
                unfunded
                plan of deferred compensation or other employee welfare plan to which
                the
                Employer contributes, payments for group insurance, medical benefits,
                expense reimbursements, including moving expenses, bonuses, excess
                commissions as described in certain employment contracts, overtime
                pay,
                incentive pay, employee referral payments and income reportable on
                Form
                W-2 in connection with the Employer’s recognition and retention plan and
                stock option plans. Compensation must be determined without regard
                to any
                rules under Code Section 3401(a) that limit
                the

            


    

    
    

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
      	 	
              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). 

            


    

    


    
      	(2)  	
              Compensation
                for purposes of applying the limitations of Code Section 415. For
                purposes
                of applying the limitations of Code Section 415, the term “Compensation”
                shall mean wages within the meaning of Code Section 3401(a)(for purposes
                of income tax withholding at the source), plus amounts that would
                be
                included in wages but for an election under Code Section 125(a),
                132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k), or 457(b), plus all other
                payments of compensation to an employee by his employer (in the course
                of
                the employer’s trade or business) for which the employer is required to
                furnish the employee a written statement under Code Sections 6041(d),
                6051(a)(3), and 6052. See §§1.6041-1(a), but excluding amounts paid or
                reimbursed by the Employer for moving expenses incurred by the
                Participant, but only to the extent that, at the time of the payment,
                it
                is reasonable to believe that these amounts are deductible by the
                Participant under Code Section 217. Any rules that limit the remuneration
                included in wages based on the nature or location of the employment
                or the
                services performed (such as the exception for agricultural labor
                in Code
                Section 3401(a)(2)) are disregarded for this
                purpose.

            


    

    


    
      	(3  	
              General
                timing rule. In order to be taken into account for a Plan Year with
                respect to (1) above, or a Limitation Year with respect to (2) above,
                Compensation must be actually paid or made available to a Participant
                (or,
                if earlier, includible in the gross income of the Participant) within
                the
                Plan Year or Limitation Year, as the case may be. For this purpose,
                compensation is treated as paid on a date if it is actually paid
                on that
                date or it would have been paid on that date but for an election
                under
                Code Section 125, 132(f)(4), 401(k), 403(b), 408(k), 408(p)(2)(A)(i),
                or
                457(b).

            


    

    


    
      	(4)  	
              Special
                rules regarding severance compensation. For purposes of applying
                the
                definitions in (1) and (2) above, in order to be taken into account
                for a
                Plan Year or Limitation Year, Compensation must be paid or treated
                as paid
                to the Participant prior to the Participant’s severance from employment
                with the Employer maintaining the plan. For this purpose, severance
                from
                employment is determined in the same manner as under Treasury Regulation
                Section 1.401(k)-1(d)(2) except that, for purposes of determining
                the
                employer of an employee, the modification provided under Code Section
                415(h) to the employer aggregation rules apply. This paragraph shall
                be
                interpreted in a manner consistent with the Regulations under Code
                Section
                415.

            


    

    


    
      	(5)  	
              Dollar
                Limitation. Notwithstanding anything herein to the contrary, the
                Annual
                Compensation of each Participant taken into account under the Plan
                for any
                purpose during any Plan Year shall not exceed $200,000. The $200,000
                dollar amount shall be adjusted from time to time in accordance with
                Section 415(d) of the Code.

            


    

    


    Compensation
      Year
      means
      the consecutive 12-month period ending on the last day of each Plan Year,
      including corresponding periods before October 1, 1969.

    


    Contributions
      means

    


    Thrift
      Contributions

    Matching
      Contributions

    Voluntary
      Contributions

    Profit
      Sharing Contributions

    


    as
      set
      out in Article III, unless the context clearly indicates only specific
      contributions are meant.

    


    Controlled
      Group
      means
      any group of corporations, trades, or businesses of which the Employer is a
      part
      that is under common control. A Controlled Group includes any group of
      corporations, trades, or businesses,


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    whether
      or not incorporated, which is either a parent-subsidiary group, a brother-sister
      group, or a combined group within the meaning of Code Section 414(b), Code
      Section 414(c) and the regulations thereunder and, for purposes of determining
      contribution limitations under the CONTRIBUTION LIMITATION SECTION of
      Article III, as modified by Code Section 415(h). The term Controlled Group,
      as it is used in this Plan, shall include the term Affiliated Service Group
      and
      any other employer required to be aggregated with the Employer under Code
      Section 414(o) and the regulations thereunder.

    


    Direct
      Rollover
      means a
      payment by the Plan to the Eligible Retirement Plan specified by the
      Distributee.

    


    Distributee
      means 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.

     

    Eligibility
      Break in Service
      means an
      Eligibility Computation Period in which an Employee is credited with 500 or
      fewer Hours of Service. An Employee incurs an Eligibility Break in Service
      on
      the last day of an Eligibility Computation Period in which he has an Eligibility
      Break in Service.

    


    Eligibility
      Computation Period
      means a
      consecutive 12-month period. The first Eligibility Computation Period begins
      on
      an Employee's Employment Commencement Date. Later Eligibility Computation
      Periods shall be consecutive 12-month periods ending on the last day of each
      Plan Year that begins after his Employment Commencement Date.

    


    To
      determine an Eligibility Computation Period after an Eligibility Break in
      Service, the Plan shall use the consecutive 12-month period beginning on an
      Employee's Reemployment Commencement Date as if his Reemployment Commencement
      Date were his Employment Commencement Date.

    


    Eligibility
      Service
      means
      one year of service for each Eligibility Computation Period that has ended
      and
      in which an Employee is credited with at least 1,000 Hours of
      Service.

    


    However,
      Eligibility Service is modified as follows:

    


     


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    Service
      with a Predecessor Employer that did not maintain this Plan
      included:

    


    An
      Employee's service with a Predecessor Employer that did not maintain this Plan
      shall be included as service with the Employer. An Employee's service with
      such
      Predecessor Employer shall be counted only if service continued with the
      Employer without interruption. This service includes service performed while
      a
      proprietor or partner.

    


    Period
      of
      Military Duty included:

    


    A
      Period
      of Military Duty shall be included as service with the Employer to the extent
      it
      has not already been credited. For purposes of crediting Hours of Service during
      the Period of Military Duty, an Hour of Service shall be credited (without
      regard to the 501 Hour of Service limitation) for each hour an Employee would
      normally have been scheduled to work for the Employer during such
      period.

    


    Controlled
      Group service included:

    


    An
      Employee's service with a member firm of a Controlled Group while both that
      firm
      and the Employer were members of the Controlled Group shall be included as
      service with the Employer.

    


    Eligible
      Employee
      means an
      Employee who has met all of the eligibility requirements of the Plan and who
      is
      currently included in the Plan as provided in Article II hereof; provided,
      however, that the term “Participant” shall not include (1) Leased Employees, (2)
      any individual who is employed by a Related Employer that has not adopted the
      Plan in accordance with Section 1.1(u) hereof, (3) any Employee who is regularly
      employed outside the Employer’s own offices in connection with the operation and
      maintenance of buildings or other properties acquired through foreclosure or
      deed, (4) any Employee who is a non-resident alien individual and who has no
      earned income from sources within the United States, or (5) any Employee who
      is
      included in a unit of Employees covered by a collective-bargaining agreement
      with the Employer or a Related Employer that does not expressly provide for
      participation of such Employees in the Plan, where there has been good-faith
      bargaining between the Employer or a Related Employer and Employees’
representatives on the subject of retirement benefits. To the extent required
      by
      the Code or the Act, or appropriate based on the context, references herein
      to
      Participant shall include Former Participant. 

    


    Eligible
      Retirement Plan
      means an
      eligible plan under Code Section 457(b) which is maintained by a state,
      political subdivision of a state, or any agency or instrumentality of a state
      or
      political subdivision of a state and which agrees to separately account for
      amounts transferred into such plan from this Plan, 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), an annuity contract described in Code Section 403(b), or a qualified
      plan described in Code Section 401(a), that accepts the Distributee's Eligible
      Rollover Distribution. The definition of Eligible Retirement Plan shall also
      apply in the case of a distribution to a surviving spouse, or to a spouse or
      former spouse who is the Alternate Payee under a qualified domestic relations
      order, as defined in Code Section 414(p).

    


    If
      any
      portion of an Eligible Rollover Distribution is attributable to payments or
      distributions from a designated Roth account, an Eligible Retirement Plan with
      respect to such portion shall include only another designated Roth account
      of
      the individual from whose Account the payments or distributions were made under
      an annuity plan described in Code Section 403(a) or a qualified plan described
      in Code Section 401(a), or a Roth IRA described in Code Section 408A of such
      individual.

    


    Eligible
      Rollover Distribution
      means
      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:
      (i)
      any distribution that is one of a series of substantially equal periodic
      payments (not less frequently than annually) made for the life (or
      life


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    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; (ii) any distribution to the extent such
      distribution is required under Code Section 401(a)(9); (iii) any hardship
      distribution; (iv) the portion of any other distribution(s) that is not
      includible in gross income (determined without regard to the exclusion for
      net
      unrealized appreciation with respect to employer securities); and (v) any other
      distribution(s) that is reasonably expected to total less than $200 during
      a
      year. 

    


    A
      portion
      of a distribution shall not fail to be an Eligible Rollover Distribution merely
      because the portion consists of after-tax employee contributions that are not
      includible in gross income. However, such portion may be transferred only to
      an
      individual retirement account or individual retirement annuity described in
      Code
      Section 408(a) or (b), or to a qualified defined contribution plan described
      in
      Code Section 401(a) or 403(a) that agrees to separately account for amounts
      so
      transferred, including separately accounting for the portion of such
      distribution which is includible in gross income and the portion of such
      distribution which is not so includible.

    


    A
      portion
      of a distribution shall not fail to be an Eligible Rollover Distribution merely
      because the portion consists of the portion of a designated Roth account that
      is
      not includible in a Participant’s gross income. However, such portion may be
      transferred only to a Roth IRA described in Code Section 408A or to a designated
      Roth account under a qualified defined contribution plan described in Code
      Section 401(a) or 403(a) that agrees to separately account for amounts so
      transferred, including separately accounting for the portion of such
      distribution which is includible in gross income and the portion of such
      distribution which is not so includible.

     

    If
      the
      distribution includes any portion of a designated Roth account, in determining
      if (v) above applies: (i) any portion of the distribution from the designated
      Roth account shall not be treated as an Eligible Rollover Distribution if it
      is
      reasonably expected to total less than $200 during a year and (ii) the balance
      of the distribution, if any, shall not be treated as an Eligible Rollover
      Distribution if it is reasonably expected to total less than $200 during a
      year.
      However, all Eligible Rollover Distributions are combined in determining a
      mandatory distribution of an Eligible Rollover Distribution greater than $1,000
      in the DIRECT ROLLOVERS SECTION of Article X. 

    


    Employee
      means an
      individual who is employed by the Employer or any other employer required to
      be
      aggregated with the Employer under Code Sections 414(b), (c), (m), or (o).
      A
      Controlled Group member is required to be aggregated with the
      Employer.

    


    The
      term
      Employee shall include any Self-employed Individual treated as an employee
      of
      any employer described in the preceding paragraph as provided in Code Section
      401(c)(1). The term Employee shall also include any Leased Employee deemed
      to be
      an employee of any employer described in the preceding paragraph as provided
      in
      Code Section 414(n) or (o).

    


    Employer
      means,
      except for purposes of the CONTRIBUTION LIMITATION SECTION of Article III,
      the Primary Employer. This will also include any successor corporation or firm
      of the Employer which shall, by written agreement, assume the obligations of
      this Plan or any Predecessor Employer that maintained this Plan.

    


    Employer
      Contributions means

    


    Matching
      Contributions

    Profit
      Sharing Contributions


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    as
      set
      out in Article III and contributions made by the Employer to fund this Plan
      in accordance with the provisions of the MODIFICATION OF CONTRIBUTIONS SECTION
      of Article XI, unless the context clearly indicates only specific
      contributions are meant.

    


    Employment
      Commencement Date
      means
      the date an Employee first performs an Hour of Service.

    


    Entry
      Date
      means
      the date an Employee first enters the Plan as an Active Participant. See the
      ACTIVE PARTICIPANT SECTION of Article II.

    


    ERISA
      means
      the Employee Retirement Income Security Act of 1974, as amended.

    


    Fiscal
      Year
      means
      the Primary Employer's taxable year. The last day of the Fiscal Year is
      September 30.

    


    Forfeiture
      means
      the part, if any, of a Participant's Account that is forfeited. See the
      FORFEITURES SECTION of Article III.

    


    Forfeiture
      Date
      means,
      as to a Participant, the date the Participant ceases employment with the
      Employer or any Controlled Group member.

    


    Highly
      Compensated Employee
      means
      any Employee who:

    


    (a) was
      a
      5-percent owner at any time during the year or the preceding year,
      or

    


    (b) for
      the
      preceding year had compensation from the Employer in excess of $80,000 and,
      if
      the Employer so elects, was in the top-paid group for the preceding year. The
      $80,000 amount is adjusted at the same time and in the same manner as under
      Code
      Section 415(d), except that the base period is the calendar quarter ending
      September 30, 1996.

    


    For
      this
      purpose the applicable year of the plan for which a determination is being
      made
      is called a determination year and the preceding 12-month period is called
      a
      look-back year. If the Employer makes a calendar year data election, the
      look-back year shall be the calendar year beginning with or within the look-back
      year. The Plan may not use such election to determine whether Employees are
      Highly Compensated Employees on account of being a 5-percent owner.

    


    In
      determining who is a Highly Compensated Employee, the Employer makes
      a
      top-paid group election. The effect of this election is that an Employee (who
      is
      not a 5-percent owner at any time during the determination year or the look-back
      year) with compensation in excess of $80,000 (as adjusted) for the look-back
      year is a Highly Compensated Employee only if the Employee was in the top-paid
      group for the look-back year. In determining who is a Highly Compensated
      Employee, the Employer does not make a calendar year data election.

    


    Calendar
      year data elections and top-paid group elections, once made, apply for all
      subsequent years unless changed by the Employer. If the Employer makes one
      election, the Employer is not required to make the other. If both elections
      are
      made, the look-back year in determining the top-paid group must be the calendar
      year beginning with or within the look-back year. These elections must apply
      consistently to the determination years of all plans maintained by the Employer
      which reference the highly compensated employee definition in Code Section
      414(q), except as provided in Internal Revenue Service Notice 97-45 (or
      superseding guidance). 

    


    The
      determination of who is a highly compensated former Employee is based on the
      rules applicable to determining Highly Compensated Employee status as in effect
      for that determination year, in accordance


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    with
      section 1.414(q)-1T, A-4 of the temporary Income Tax Regulations and Internal
      Revenue Service Notice 97-45.

    


    The
      determination of who is a Highly Compensated Employee, including the
      determinations of the number and identity of Employees in the top-paid group,
      the compensation that is considered, and the identity of the 5-percent owners,
      shall be made in accordance with Code Section 414(q) and the regulations
      thereunder.

    


    Hour
      of Service
      means,
      for the elapsed time method of crediting service in this Plan, each hour for
      which an Employee is paid, or entitled to payment, for performing duties for
      the
      Employer. Hour of Service means, for the hours method of crediting service
      in
      this Plan, the following:

    


    (a) Each
      hour
      for which an Employee is paid, or entitled to payment, for performing duties
      for
      the Employer during the applicable computation period.

    


    (b) Each
      hour
      for which an Employee is paid, or entitled to payment, by the Employer on
      account of a period of time in which no duties are performed (irrespective
      of
      whether the employment relationship has terminated) due to vacation, holiday,
      illness, incapacity (including disability), layoff, jury duty, military duty
      or
      leave of absence. Notwithstanding the preceding provisions of this subparagraph
      (b), no credit will be given to the Employee:

    


    (1) for
      more
      than 501 Hours of Service under this subparagraph (b) on account of any single
      continuous period in which the Employee performs no duties (whether or not
      such
      period occurs in a single computation period); or

    


    (2) for
      an
      Hour of Service for which the Employee is directly or indirectly paid, or
      entitled to payment, on account of a period in which no duties are performed
      if
      such payment is made or due under a plan maintained solely for the purpose
      of
      complying with applicable worker's or workmen's compensation, or unemployment
      compensation, or disability insurance laws; or

    


    (3) for
      an
      Hour of Service for a payment which solely reimburses the Employee for medical
      or medically related expenses incurred by him.

    


    For
      purposes of this subparagraph (b), 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.

    


    (c) Each
      hour
      for which back pay, irrespective of mitigation of damages, is either awarded
      or
      agreed to by the Employer. The same Hours of Service shall not be credited
      both
      under subparagraph (a) or subparagraph (b) above (as the case may be) and under
      this subparagraph (c). Crediting of Hours of Service for back pay awarded or
      agreed to with respect to periods described in subparagraph (b) above will
      be
      subject to the limitations set forth in that subparagraph.

    


    The
      crediting of Hours of Service above shall be applied under the rules of
      paragraphs (b) and (c) of the Department of Labor Regulation 2530.200b-2
      (including any interpretations or opinions implementing such rules); which
      rules, by this reference, are specifically incorporated in full within this
      Plan. The reference to paragraph (b) applies to the special rule for determining
      hours of service for reasons other than the performance of duties such as
      payments calculated (or not calculated) on the basis of units of time and the
      rule against double credit. The reference to paragraph (c) applies to the
      crediting of hours of service to computation periods.


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    


    Actual
      hours shall be tracked for purposes of crediting Hours-of-Service. In the event
      actual hours are not tracked, an Employee will be credited with 45 hours for
      each portion of a week worked.

    


    Hours
      of
      Service shall be credited for employment with any other employer required to
      be
      aggregated with the Employer under Code Sections 414(b), (c), (m), or (o) and
      the regulations thereunder for purposes of eligibility and vesting. Hours of
      Service shall also be credited for any individual who is considered an employee
      for purposes of this Plan pursuant to Code Section 414(n) or (o) and the
      regulations thereunder.

    


    Solely
      for purposes of determining whether a one-year break in service has occurred
      for
      eligibility or vesting purposes, during a Parental Absence an Employee shall
      be
      credited with the Hours of Service which would otherwise have been credited
      to
      the Employee but for such absence, or in any case in which such hours cannot
      be
      determined, eight Hours of Service per day of such absence. The Hours of Service
      credited under this paragraph shall be credited in the computation period in
      which the absence begins if the crediting is necessary to prevent a break in
      service in that period; or in all other cases, in the following computation
      period.

    


    Inactive
      Participant
      means a
      former Active Participant who has an Account. See the INACTIVE PARTICIPANT
      SECTION of Article II.

    


    Insurer
      means
      Principal Life Insurance Company or the insurance company or companies named
      by
      (i) the Primary Employer or (ii) the Trustee in its discretion or as directed
      under the Trust Agreement.

    


    Investment
      Fund
      means
      the total of Plan assets, excluding the
      guaranteed benefit policy portion of any Annuity Contract. All or a portion
      of
      these assets may be held under, or invested pursuant to, the terms of a Trust
      Agreement.

    


    The
      Investment Fund shall be valued at current fair market value as of the Valuation
      Date. The valuation shall take into consideration investment earnings credited,
      expenses charged, payments made, and changes in the values of the assets held
      in
      the Investment Fund.

    


    The
      Investment Fund shall be allocated at all times to Participants, except as
      otherwise expressly provided in the Plan. The Account of a Participant shall
      be
      credited with its share of the gains and losses of the Investment Fund. That
      part of a Participant’s Account invested in a funding arrangement that
      establishes one or more accounts or investment vehicles for such Participant
      thereunder shall be credited with the gain or loss from such accounts or
      investment vehicles. The part of a Participant’s Account that is invested in
      other funding arrangements shall be credited with a proportionate share of
      the
      gain or loss of such investments. The share shall be determined by multiplying
      the gain or loss of the investment by the ratio of the part of the Participant’s
      Account invested in such funding arrangement to the total of the Investment
      Fund
      invested in such funding arrangement.

    


    Investment
      Manager
      means
      any fiduciary (other than a trustee or Named Fiduciary)

    


    (a) who
      has
      the power to manage, acquire, or dispose of any assets of the Plan;


    


    (b) who
      (i)
      is registered as an investment adviser under the Investment Advisers Act of
      1940; (ii) is not registered as an investment adviser under such Act by reason
      of paragraph (1) of section 203A(a) of such Act, is registered as an investment
      adviser under the laws of the state (referred to in such paragraph (1)) in
      which
      it maintains its principal office and place of business, and, at the time it
      last filed the registration form most recently filed by it with such state
      in
      order to maintain its registration under the laws of such state, also filed
      a
      copy of such form with the Secretary of Labor; (iii) is a bank, as defined
      in


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    that
      Act;
      or (iv) is an insurance company qualified to perform services described in
      subparagraph (a) above under the laws of more than one state; and

    


    (c) who
      has
      acknowledged in writing being a fiduciary with respect to the Plan.

    


    Late
      Retirement Date
      means
      the first day
      of
      any month that is after a Participant's Normal Retirement Date and on which
      retirement benefits begin. If a Participant continues to work for the Employer
      after his Normal Retirement Date, his Late Retirement Date shall be the earliest
      first
      day
      of the month on or after the date he has a Severance from Employment. An earlier
      Retirement Date may apply if the Participant so elects. A later Retirement
      Date
      may apply if the Participant so elects. See the WHEN BENEFITS START SECTION
      of
      Article V.

    


    Leased
      Employee
      means
      any person (other than an employee of the recipient) who, pursuant to an
      agreement between the recipient and any other person ("leasing organization"),
      has performed services for the recipient (or for the recipient and related
      persons determined in accordance with Code Section 414(n)(6)) on a substantially
      full time basis for a period of at least one year, and such services are
      performed under primary direction or control by the recipient. Contributions
      or
      benefits provided by the leasing organization to a Leased Employee, which are
      attributable to service performed for the recipient employer, shall be treated
      as provided by the recipient employer. 


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    A
      Leased
      Employee shall not be considered an employee of the recipient if:

    


    (a) such
      employee is covered by a money purchase pension plan providing (i) a
      nonintegrated employer contribution rate of at least 10 percent of compensation,
      as defined in Code Section 415(c)(3), (ii) immediate participation, and (iii)
      full and immediate vesting, and

    


    (b) Leased
      Employees do not constitute more than 20 percent of the recipient's nonhighly
      compensated work force.

    


    Loan
      Administrator
      means
      the person(s) or position(s) authorized to administer the Participant loan
      program.

    


    The
      Loan
      Administrator is the Director of Human Resources.

    


    Matching
      Contributions
      means
      contributions made by the Employer to fund this Plan that are contingent on
      a
      Participant’s Thrift
      Contributions. See the EMPLOYER CONTRIBUTIONS SECTION of Article
      III.

    


    Monthly
      Date
      means
      each Yearly Date and the same day of each following month during the Plan Year
      beginning on such Yearly Date.

    


    Named
      Fiduciary
      means
      the person or persons who have authority to control and manage the operation
      and
      administration of the Plan.

    


    The
      Named
      Fiduciaries are the Employer, the Trustee and the Investment
      Manager.

    


    Nonhighly
      Compensated Employee
      means an
      Employee of the Employer who is not a Highly Compensated Employee.

    


    Normal
      Retirement Age
      means
      the age at which the Participant's normal retirement benefit becomes
      nonforfeitable if he is an Employee. A Participant's Normal Retirement Age
      is
      65.

    


    Normal
      Retirement Date
      means
      the earliest first day of the month on or after the date the Participant reaches
      his Normal Retirement Age. Unless otherwise provided in this Plan, a
      Participant's retirement benefits shall begin on a Participant's Normal
      Retirement Date if he has had a Severance from Employment on such date and
      has a
      Vested Account. 

    


    Parental
      Absence
      means an
      Employee's absence from work:

    


    (a) by
      reason
      of pregnancy of the Employee,

    


    (b) by
      reason
      of birth of a child of the Employee,

    


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

    


    (d) for
      purposes of caring for such child for a period beginning immediately following
      such birth or placement.

    


    Participant
      means an
      Employee who has met all of the eligibility requirements of the Plan and is
      currently included in the Plan as provided in Article II hereof.

    


    Participant
      Contributions
      means
      Thrift and Voluntary Contributions as set out in
      Article III.


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    


    Period
      of Military Duty
      means,
      for an Employee

    


    (a) who
      served as a member of the armed forces of the United States, and

    


    (b) who
      was
      reemployed by the Employer at a time when the Employee had a right to
      reemployment in accordance with seniority rights as protected under Chapter
      43
      of Title 38 of the U.S. Code,

    


    the
      period of time from the date the Employee was first absent from active work
      for
      the Employer because of such military duty to the date the Employee was
      reemployed.

    


    Period
      of Service
      means a
      period of time beginning on an Employee's Employment Commencement Date or
      Reemployment Commencement Date (whichever applies) and ending on his Severance
      Date.

    


    Period
      of Severance
      means a
      period of time beginning on an Employee's Severance Date and ending on the
      date
      he again performs an Hour of Service.

    


    A
      one-year Period of Severance means a Period of Severance of 12 consecutive
      months.

    


    Solely
      for purposes of determining whether a one-year Period of Severance has occurred
      for eligibility or vesting purposes, the consecutive 12-month period beginning
      on the first anniversary of the first date of a Parental Absence shall not
      be a
      one-year Period of Severance.

    


    Plan
      means
      the thrift and profit sharing plan of the Employer set forth in this document,
      including any later amendments to it.

    


     


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    Plan
      Administrator
      means
      the person or persons who administer the Plan.

    


    The
      Plan
      Administrator is the Employer.

    


    Plan
      Fund
      means
      the total of the Investment Fund
      and
      the guaranteed benefit policy portion of any Annuity Contract. The
      Investment Fund shall be valued as stated in its definition. The guaranteed
      benefit policy portion of any Annuity Contract shall be determined in accordance
      with the terms of the Annuity Contract and, to the extent that such Annuity
      Contract allocates contract values to Participants, allocated to Participants
      in
      accordance with its terms. The
      total
      value of all amounts held under the Plan Fund shall equal the value of the
      aggregate Participants’ Accounts under the Plan.

    


    Plan
      Year
      means a
      period beginning on October 1 and ending on September 30.

    


    Predecessor
      Employer
      means a
      firm of which the Employer was once a part (e.g., due to a spinoff or change
      of
      corporate status) or a firm absorbed by the Employer because of a merger or
      acquisition (stock or asset, including a division or an operation of such
company)
      that maintained this Plan or that maintained another qualified pension or profit
      sharing plan or is named below:

    


    Capitol
      Federal Savings & Loan Association

    Primary
      Employer
      means
      Capitol Federal Financial.

    


    Profit
      Sharing Contributions
      means
      discretionary contributions made by the Employer or a Controlled Group Member
      in
      cash to the Plan. See the EMPLOYER CONTRIBUTIONS SECTION of Article
      III.

    


    Reemployment
      Commencement Date
      means
      the date an Employee first performs an Hour of Service following an Eligibility
      Break in Service.

    


    Reentry
      Date
      means
      the date a former Active Participant reenters the Plan. See the ACTIVE
      PARTICIPANT SECTION of Article II.

    


    Retirement
      Date
      means
      the date a retirement benefit will begin and is a Participant's Normal or Late
      Retirement Date, as the case may be.

    Semi-yearly
      Date
      means
      each October 1 and April 1 that is within the same Plan Year.

    


    Severance
      Date
      means
      the earlier of:

    


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

    


    (b) the
      first
      anniversary of the date an Employee begins a one-year absence from service
      (with
      or without pay). This absence may be the result of any combination of vacation,
      holiday, sickness, disability, leave of absence, or layoff.

    


    Solely
      to
      determine whether a one-year Period of Severance has occurred for eligibility
      or
      vesting purposes for an Employee who is absent from service beyond the first
      anniversary of the first day of a Parental Absence, Severance Date is the second
      anniversary of the first day of the Parental Absence. The period between the
      first and second anniversaries of the first day of the Parental Absence is
      not a
      Period of Service and is not a Period of Severance.


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    Severance
      from Employment
      means,
      except for purposes of the CONTRIBUTION LIMITATION SECTION of Article III,
      an Employee has ceased to be an Employee. The Plan Administrator shall determine
      if a Severance from Employment has occurred in accordance with section
      1.401(k)-1(d)(2) of the regulations.

    


    Thrift
      Contributions
      means
      contributions by a Participant that are not required as a condition of
      employment, of participation, but are required for obtaining additional benefits
      from the Employer Matching Contributions. See the THRIFT CONTRIBUTIONS BY
      PARTICIPANTS SECTION of Article III.

    


    Trust
      Agreement
      means an
      agreement or agreements of trust between the Primary Employer and Trustee
      established for the purpose of holding and distributing the Trust Fund under
      the
      provisions of the Plan. The Trust Agreement may provide for the investment
      of
      all or any portion of the Trust Fund in the Annuity Contract or any other
      investment arrangement.

    


    Trust
      Fund
      means
      the total funds held under an applicable Trust Agreement. The term Trust Fund
      when used within a Trust Agreement shall mean only the funds held under that
      Trust Agreement.

    


    Trustee
      means
      the party or parties named in the applicable Trust Agreement. 

    


    Valuation
      Date
      means
      the date on which the value of the assets of the Investment Fund is determined.
      The value of each Account that is maintained under this Plan shall be determined
      on the Valuation Date. In each Plan Year, the Valuation Date shall be the last
      day of the Plan Year. At the discretion of the Plan
      Administrator, Trustee, or Insurer (whichever applies) and in a
      nondiscriminatory manner, assets of the Investment Fund may be valued more
      frequently. These dates shall also be Valuation Dates.

    


    Vested
      Account
      means
      the vested part of a Participant's Account. The Participant's Vested Account
      is
      equal to his Account.

    


    Voluntary
      Contributions
      means
      contributions by a Participant that are 100% vested when made to the Plan and
      are not required as a condition of employment or participation, or for obtaining
      additional benefits from the Employer Contributions. See the VOLUNTARY
      CONTRIBUTIONS BY PARTICIPANTS SECTION of Article III.

    


    Yearly
      Date
      means
      October 1, 1969, and the same day of each following year. 

    


    
      	 	
              Years
                of Service
                means an Employee’s Period of Service. Years of Service shall be measured
                from his Employment Commencement Date to his most recent Severance
                Date.
                Years of Service shall be reduced by any Period of Severance that
                occurred
                prior to his most recent Severance Date, unless such Period of Severance
                is included under the service spanning rule below. This period of
                Years of
                Service shall be expressed as years and fractional parts of a year
                (to
                four decimal places) on the basis that 365 days equal one
                year.

            


    

    


     


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    However,
      Years of Service is modified as follows:

    


    Period
      of
      Military Duty included:

    


    A
      Period
      of Military Duty shall be included as service with the Employer to the extent
      it
      has not already been credited.

    


    Period
      of
      Severance included (service spanning rule):

    


    A
      Period
      of Severance shall be deemed to be a Period of Service under either of the
      following conditions:

    


    (a) the
      Period of Severance immediately follows a period during which an Employee is
      not
      absent from work and ends within 12 months; or

    


    (b) the
      Period of Severance immediately follows a period during which an Employee is
      absent from work for any reason other than quitting, being discharged, or
      retiring (such as a leave of absence or layoff) and ends within 12 months of
      the
      date he was first absent.

    


    Controlled
      Group service included:

    


    An
      Employee's service with a member firm of a Controlled Group while both that
      firm
      and the Employer were members of the Controlled Group shall be included as
      service with the Employer.

    


    



    
      
        
          


        

        
        

      

      
        16

        
          

        

      

      
        
        

        
        

      

    



    ARTICLE II

    


    PARTICIPATION

    


    SECTION
      2.01--ACTIVE PARTICIPANT.

    


    (a) An
      Employee shall first become an Active Participant (begin active participation
      in
      the Plan) on the earliest Semi-yearly Date on which he is an Eligible Employee
      and has met both of the eligibility requirements set forth below. This date
      is
      his Entry Date.

    


    
      	 	 	
              (1)

            	
              He
                has completed one year of Eligibility Service before his Entry
                Date.

            


    

    


    (2) He
      is age
      21 or older.

    


    Each
      Employee who was an Active Participant on September 30, 2007, shall continue
      to
      be an Active Participant if he is still an Eligible Employee on October 1,
      2007,
      and his Entry Date shall not change.

    


    If
      service with a Predecessor Employer is counted for purposes of Eligibility
      Service, an Employee shall be credited with such service on the date he becomes
      an Employee and shall become an Active Participant on the earliest Semi-yearly
      Date on
      which
      he is an Eligible Employee and has met all of the eligibility requirements
      above. This date is his Entry Date.

    


    If
      a
      person has been an Eligible Employee who has met all of the eligibility
      requirements above, but is not an Eligible Employee on the date that would
      have
      been his Entry Date, he shall become an Active Participant on the date he again
      becomes an Eligible Employee. This date is his Entry Date.

    


    In
      the
      event an Employee who is not an Eligible Employee becomes an Eligible Employee,
      such Eligible Employee shall become an Active Participant immediately if such
      Eligible Employee has satisfied the eligibility requirements above and would
      have otherwise previously become an Active Participant had he met the definition
      of Eligible Employee. This date is his Entry Date.

    


    (b) An
      Inactive Participant shall again become an Active Participant (resume active
      participation in the Plan) on the date he again performs an Hour of Service
      as
      an Eligible Employee. This date is his Reentry Date.

    


    Upon
      again becoming an Active Participant, he shall cease to be an Inactive
      Participant.

    


    (c) A
      former
      Participant shall again become an Active Participant (resume active
      participation in the Plan) on the date he again performs an Hour of Service
      as
      an Eligible Employee. This date is his Reentry Date.

    


    There
      shall be no duplication of benefits for a Participant under this Plan because
      of
      more than one period as an Active Participant.

    



    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


    SECTION
      2.02--INACTIVE PARTICIPANT.

    


    An
      Active
      Participant shall become an Inactive Participant (stop accruing benefits under
      the Plan) on the earlier of the following:

    


    (a) the
      date
      the Participant ceases to be an Eligible Employee, or

    


    (b) the
      effective date of complete termination of the Plan under
      Article VIII.

    


    An
      Employee or former Employee who was an Inactive Participant under the Plan
      on
      September 30, 2007, shall continue to be an Inactive Participant on October
      1,
      2007. Eligibility for any benefits payable to the Participant or on his behalf
      and the amount of the benefits shall be determined according to the provisions
      of the prior document, unless otherwise stated in this document.

    


    SECTION
      2.03--CESSATION OF PARTICIPATION.

    


    A
      Participant shall cease to be a Participant on the date he is no longer an
      Eligible Employee and his Account is zero.

    


    


    


    



    
      
        
          


        

        
        

      

      
        18

        
          

        

      

      
        
        

        
        

      

    



    ARTICLE III

    


    CONTRIBUTIONS

    


    SECTION
      3.01--EMPLOYER CONTRIBUTIONS.

    


    Employer
      Contributions shall be made without regard to current or accumulated net income,
      earnings, or profits of the Employer. Notwithstanding
      the foregoing, the Plan shall continue to be designed to qualify as a profit
      sharing plan for purposes of Code Sections 401(a), 402, 412, and 417.
Such
      Contributions shall be equal to the Employer Contributions as described
      below:

    


    (a) The
      Employer may
      make
      discretionary Matching Contributions. The percentage of Thrift Contributions
      matched shall be a percentage as determined by the Employer. 

    


    Matching
      Contributions are calculated based on Thrift Contributions and Compensation
      for
      the Plan Year. Matching Contributions are made for all persons who meet the
      allocation requirements of the ALLOCATION SECTION of this article.

    


    Any
      percentage determined by the Employer shall apply to all eligible persons for
      the portion of the Plan Year that they are eligible.

    


    Matching
      Contributions are 100% vested when made. 

    


    (b) Profit
      Sharing Contributions may be made for each Plan Year in
      an
      amount determined by the Employer.

    


    Profit
      Sharing Contributions are 100% vested when made.

    


    Employer
      Contributions are allocated according to the provisions of the ALLOCATION
      SECTION of this article.

    


    A
      portion
      of the Plan assets resulting from Employer Contributions (but not more than
      the
      original amount of those Contributions) may be returned if the Employer
      Contributions are made because of a mistake of fact or are more than the amount
      deductible under Code Section 404 (excluding any amount which is not deductible
      because the Plan is disqualified). The amount involved must be returned to
      the
      Employer within one year after the date the Employer Contributions are made
      by
      mistake of fact or the date the deduction is disallowed, whichever applies.
      Except as provided under this paragraph and Article VIII, the assets of the
      Plan shall never be used for the benefit of the Employer and are held for the
      exclusive purpose of providing benefits to Participants and their Beneficiaries
      and for defraying reasonable expenses of administering the Plan.

    


    SECTION
      3.01A--THRIFT CONTRIBUTIONS BY PARTICIPANTS.

    


    An
      Active
      Participant may make Thrift Contributions in accordance with nondiscriminatory
      procedures set up by the Plan Administrator. Thrift Contributions must equal
      or
      exceed at least 50% of the Matching Contribution as determined by the Employer
      in (a) above. 

    


    A
      Participant's participation in the Plan is not affected by stopping or changing
      Thrift Contributions. An Active Participant's request to start, change or stop
      his Thrift Contributions must be made in such manner and in accordance with
      such
      rules as the Employer may prescribe (including by means of voice response or
      other electronic system under circumstances the Employer
      permits).


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    Thrift
      Contributions shall be credited to the Participant’s Account as of the end of
      the Plan Year for which the Thrift Contribution is made as that is the time
      it
      may be determined that the Participant is eligible to make Thrift Contributions
      to the Plan in accordance with Section 3.03. Until that time, the amounts set
      aside for the purpose of ultimately being contributed to the Plan (pending
      satisfaction of the allocation conditions) shall be treated as an asset of
      the
      Participant and not the Plan, and available for use by the Participant in
      accordance with procedures set forth by the Employer. Such assets shall not
      be
      treated as assets of the Plan until such time as the allocation conditions
      are
      satisfied), at which time the withheld amounts shall be contributed to the
      Plan
      as soon as reasonably practicable, subject to the requirements of ERISA and
      the
      applicable regulations thereunder.

    


    The
      part
      of the Participant's Account resulting from Thrift Contributions is 100% vested
      and nonforfeitable at all times.

    


    SECTION
      3.01B--VOLUNTARY CONTRIBUTIONS BY PARTICIPANTS.

    


    An
      Active
      Participant may make Voluntary Contributions in accordance with
      nondiscriminatory procedures set up by the Plan Administrator. 

    


    A
      Participant's participation in the Plan is not affected by stopping or changing
      Voluntary Contributions. An Active Participant's request to start, change or
      stop his Voluntary Contributions must be made in such manner and in accordance
      with such rules as the Employer may prescribe (including by means of voice
      response or other electronic system under circumstances the Employer
      permits).

    


    Voluntary
      Contributions shall be credited to the Participant’s Account as of the end of
      the Plan Year for which the Voluntary Contribution is made as that is the time
      it may be determined that the Participant is eligible to make Voluntary
      Contributions to the Plan in accordance with Section 3.03. Until that time,
      the
      amounts set aside for the purpose of ultimately being contributed to the Plan
      (pending satisfaction of the allocation conditions) shall be treated as an
      asset
      of the Participant and not the Plan, and available for use by the Participant
      in
      accordance with procedures set forth by the Employer. Such assets shall not
      be
      treated as assets of the Plan until such time as the allocation conditions
      are
      satisfied), at which time the withheld amounts shall be contributed to the
      Plan
      as soon as reasonably practicable, subject to the requirements of ERISA and
      the
      applicable regulations thereunder.

    


    The
      part
      of the Participant's Account resulting from Voluntary Contributions is 100%
      vested and nonforfeitable at all times.

    


    SECTION
      3.02--FORFEITURES.

    


    A
      Forfeiture shall also occur as provided in the EXCESS AMOUNTS SECTION of this
      article.

    


    Forfeitures
      shall be determined at least once during each Plan Year. Forfeitures of Matching
      Contributions that relate to excess amounts as provided in the EXCESS AMOUNTS
      SECTION of this article, that have not been used to pay administrative expenses,
      shall be applied to reduce the earliest Employer Contributions made after the
      Forfeitures are determined. 

    


    SECTION
      3.03--ALLOCATION.

    


    A
      person
      meets the allocation requirements of this section if he is an Active Participant
      on the last day of the Plan Year and has at least 1,000 Hours of Service during
      the latest Accrual Computation Period ending on or before that date.
If
      a
      Participant is on an approved leave of absence on the last day of the Plan
      Year,
      such Participant shall be considered an Active Participant on the last day
      of
      the Plan Year. 


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


    Thrift
      and Voluntary Contributions shall be allocated to the Participants who meet
      the
      allocation requirements for this section and for whom such Contributions are
      made under the THRIFT AND VOLUNTARY CONTRIBUTIONS BY PARTICIPANTS SECTION of
      this article. Such Contributions shall be allocated when made and credited
      to
      the Participant’s Account no later than required by ERISA or the Department of
      Labor regulations thereunder.

    


    Matching
      Contributions, if any, shall be allocated to the persons who meet the allocation
      requirements of this section and for whom such Contributions are made under
      the
      EMPLOYER CONTRIBUTIONS SECTION of this article. Such Contributions shall be
      based on the Thrift Contributions and Compensation, while an Active Participant,
      for the Plan Year and shall be allocated as of the last day of the Plan Year
      and
      credited to the person’s Account attributable to Matching
      Contributions.

    


    Profit
      Sharing Contributions for the Plan Year (if any) shall be allocated as of the
      last day of the Plan Year to each person who meets the allocation requirements
      of this section using Annual Compensation for the Plan Year. The amount
      allocated to such person shall be equal to the Profit Sharing Contributions
      multiplied by the ratio of such person’s Annual Compensation to the total Annual
      Compensation of all such persons. The amount shall be credited to the person’s
      Account attributable to Profit Sharing Contributions. 

    


    SECTION
      3.04--CONTRIBUTION LIMITATION.

    


    Contributions
      to the Plan shall be limited in accordance with Code Section 415 and the
      regulations thereunder. The limitations of this section shall apply to
      Limitation Years beginning on or after July 1, 2007, except as otherwise
      provided herein.

    


    (a) Definitions.
      For the
      purpose of determining the contribution limitation set forth in this section,
      the following terms are defined.

    


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

    


    (1) employer
      contributions;

    


    (2) employee
      contributions (including Thrift Contributions and Voluntary Contributions);
      and

    


    (3) forfeitures.

    


    Annual
      Additions to a defined contribution plan, as defined in section
      1.415(c)-1(a)(2)(i) of the regulations, shall also include the
      following:

    


    (4) mandatory
      employee contributions, as defined in Code Section 411(c)(2)(C) and section
      1.411(c)-1(c)(4) of the regulations, to a defined benefit plan;

    


    (5) contributions
      allocated to any individual medical benefit account, as defined in Code Section
      415(l)(2), which is part of a pension or annuity plan maintained by the
      Employer;

    


    (6) amounts
      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 fund, as defined in Code Section 419(e), maintained by the
      Employer; and

    


    (7) annual
      additions under an annuity contract described in Code Section
      403(b).


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    


    Compensation
      shall be
      as defined as follows:

    


    
      	(1)  	
              Generally.
                Compensation shall mean the compensation paid to an Employee by the
                Employer for services rendered to the Employer during a Plan Year,
                after
                the date on which the Employee becomes a Participant, as defined
                in Code
                Section 3401(a) (for purposes of income tax withholding at the source)
                plus amounts that would be required to be included as wages but for
                an
                election under Codes Sections 125(a), 132 (f)(4), 402(e)(3), 402(h)(1)(B),
                402(k) or 457(b) of the Code, plus all other payments of compensation
                to
                an employee by his employer (in the course of the employer’s trade or
                business) for which the employer is required to furnish the employee
                a
                written statement under Code Sections 6041(d), 6051(a)(3), and 6052.
                Notwithstanding the following, for purposes of this Section 1.1 (j)(1),
                the following items shall not constitute Compensation: reimbursements
                or
                other expense allowances, fringe benefits, moving expenses, deferred
                compensation welfare benefits, amounts paid by the Employer or accrued
                with respect to this Plan or any other qualified or non-qualified
                unfunded
                plan of deferred compensation or other employee welfare plan to which
                the
                Employer contributes, payments for group insurance, medical benefits,
                expense reimbursements, including moving expenses, bonuses, excess
                commissions as described in certain employment contracts, overtime
                pay,
                incentive pay, employee referral payments and income reportable on
                Form
                W-2 in connection with the Employer’s recognition and retention plan and
                stock option plans. 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). 

            


    

    


    
      	(2)  	
              Compensation
                for purposes of applying the limitations of Code Section 415. For
                purposes
                of applying the limitations of Code Section 415, the term “Compensation”
                shall mean wages within the meaning of Code Section 3401(a)(for purposes
                of income tax withholding at the source), plus amounts that would
                be
                included in wages but for an election under Code Section 125(a),
                132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k), or 457(b), plus all other
                payments of compensation to an employee by his employer (in the course
                of
                the employer’s trade or business) for which the employer is required to
                furnish the employee a written statement under Code Sections 6041(d),
                6051(a)(3), and 6052. See §§1.6041-1(a), but excluding amounts paid or
                reimbursed by the Employer for moving expenses incurred by the
                Participant, but only to the extent that, at the time of the payment,
                it
                is reasonable to believe that these amounts are deductible by the
                Participant under Code Section 217. Any rules that limit the remuneration
                included in wages based on the nature or location of the employment
                or the
                services performed (such as the exception for agricultural labor
                in Code
                Section 3401(a)(2)) are disregarded for this
                purpose.

            


    

    


    
      	(3)  	
              General
                timing rule. In order to be taken into account for a Plan Year with
                respect to (1) above, or a Limitation Year with respect to (2) above,
                Compensation must be actually paid or made available to a Participant
                (or,
                if earlier, includible in the gross income of the Participant) within
                the
                Plan Year or Limitation Year, as the case may be. For this purpose,
                compensation is treated as paid on a date if it is actually paid
                on that
                date or it would have been paid on that date but for an election
                under
                Code Section 125, 132(f)(4), 401(k), 403(b), 408(k), 408(p)(2)(A)(i),
                or
                457(b).

            


    

    


    
      	(4)  	
              Special
                rules regarding severance compensation. For purposes of applying
                the
                definitions in (1) and (2) above, in order to be taken into account
                for a
                Plan Year or Limitation Year, Compensation must be paid or treated
                as paid
                to the Participant prior to the Participant’s severance from employment
                with the Employer maintaining the plan. For this purpose, severance
                from
                employment is determined in the same manner as under Treasury Regulation
                Section 1.401(k)-1(d)(2) except that, for purposes of determining
                the
                employer of an employee, the modification provided
                under

            


    

    
      	  	
              Code
                Section 415(h) to the employer aggregation rules apply. This paragraph
                shall be interpreted in a manner consistent with the Regulations
                under
                Code Section 415.

            


    

    


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    
      	(5)  	
              Dollar
                Limitation. Notwithstanding anything herein to the contrary, the
                Annual
                Compensation of each Participant taken into account under the Plan
                for any
                purpose during any Plan Year shall not exceed $200,000. The $200,000
                dollar amount shall be adjusted from time to time in accordance with
                Section 415(d) of the Code.

            


    

     

    Defined
      Contribution Dollar Limitation
      means,
      effective for Limitation Years beginning after December 31, 2001, $40,000,
      automatically adjusted under Code Section 415(d), effective January 1 of each
      year, as published in the Internal Revenue Bulletin. The new limitation shall
      apply to Limitation Years ending with or within the calendar year of the date
      of
      the adjustment, but a Participant’s Annual Additions for a Limitation Year
      cannot exceed the currently applicable dollar limitation (as in effect before
      the January 1 adjustment) prior to January 1. However, after a January 1
      adjustment is made, Annual Additions for the entire Limitation Year are
      permitted to reflect the dollar limitation as adjusted on January
      1.

    


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

    


    Excess
      Amount
      means
      the excess of the Participant’s Annual Additions for the Limitation Year over
      the Maximum Annual Addition.

    


    Limitation
      Year
      means
      the consecutive 12-month period ending on the last day of each Plan Year,
      including corresponding consecutive 12-month periods before October 1, 1969.
      If
      the Limitation Year is other than the calendar year, execution of this Plan
      (or
      any amendment to this Plan changing the Limitation Year) constitutes the
      Employer’s adoption of a written resolution electing the Limitation Year. If the
      Limitation Year is amended to a different consecutive 12-month period, the
      new
      Limitation Year must begin on a date within the Limitation Year in which the
      amendment is made.

    


    Maximum
      Annual Addition means,
      for Limitation Years beginning on or after January 1, 2002, except for
      catch-up contributions described in Code Section 414(v), the Annual Addition
      that may be contributed or allocated to a Participant’s Account under the Plan
      for any Limitation Year. This amount shall not exceed the lesser
      of:

    


    (1) The
      Defined Contribution Dollar Limitation, or

    


    (2) 100
      percent of the Participant’s Compensation for the Limitation Year.

    


    
      	 	 	
              A
                Participant’s Compensation for a Limitation Year shall not include
                Compensation in excess of the limitation under Code Section 401(a)(17)
                that is in effect for the calendar year in which the Limitation Year
                begins.

            


    

    


    The
      compensation limitation referred to in (2) shall not apply to an individual
      medical benefit account (as defined in Code Section 415(l); or a post-retirement
      medical benefits account for a key employee (as defined in Code Section
      419A(d)(1)).


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    


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

    


    Number
      of
      months (including any fractional parts of a month)

    in
      the
      short Limitation Year

    12

    


    
      	 	 	
              If
                the Plan is terminated as of a date other than the last day of the
                Limitation Year, the Plan is treated as if the Plan was amended to
                change
                the Limitation Year and create a short Limitation Year ending on
                the date
                the Plan is terminated.

            


    

    


    
      	 	 	
              If
                a short Limitation Year is created, the limitation under Code Section
                401(a)(17) shall be prorated in the same manner as the Defined
                Contribution Dollar Limitation.

            


    

    


    
      	 	 	
              Predecessor
                Employer
                means, with respect to a Participant, a former employer if the Employer
                maintains a plan that provides a benefit which the Participant accrued
                while performing services for the former employer. Predecessor Employer
                also means, with respect to a Participant, a former entity that antedates
                the Employer if, under the facts and circumstances, the Employer
                constitutes a continuation of all or a portion of the trade or business
                of
                the former entity.

            


    

    


    Severance
      from Employment
      means an
      employee has ceased to be am employee of the Employer maintaining the plan.
      An
      employee does not have a Severance from Employment if, in connection with a
      change of employment, the employee’s new employer maintains the plan with
      respect to the employee.

    


    
      	 	
              (b)

            	
              If
                the Participant does not participate in, and has never participated
                in,
                another
                qualified plan maintained by the Employer or a welfare benefit fund,
                as
                defined in Code Section 419(e), maintained by the Employer, or an
                individual medical account, as defined in Code Section 415(l)(2),
                maintained by the Employer, or a simplified employee pension, as
                defined
                in Code Section 408(k), maintained by the Employer, which provides
                an
                Annual Addition, the amount of Annual Additions which may be credited
                to
                the Participant’s Account for any Limitation Year shall not exceed the
                lesser of the Maximum Annual Addition or any other limitation contained
                in
                this Plan. If the Employer Contribution that would otherwise be
                contributed or allocated to the Participant’s Account would cause the
                Annual Additions for the Limitation Year to exceed the Maximum Annual
                Addition, the amount contributed or allocated shall be reduced so
                that the
                Annual Additions for the Limitation Year will equal the Maximum Annual
                Addition.

            


    

    


    
      	 	
              (c)

            	
              This
                (c) applies if, in addition to this Plan, the Participant is covered
                under
                another defined contribution plan, as defined in section
                1.415(c)-1(a)(2)(i) of the regulations, (without regard to whether
                the
                plan(s) have been terminated) maintained by the Employer which provides
                an
                Annual Addition during any Limitation Year. The Annual Additions
                which may
                be credited to a Participant’s Account under this Plan for any such
                Limitation Year will not exceed the Maximum Annual Addition, reduced
                by
                the Annual Additions credited to a Participant’s account under the other
                defined contribution plan(s) for the same Limitation Year. If the
                Annual
                Additions with respect to the Participant under the other defined
                contribution plan(s) maintained by the Employer are less than the
                Maximum
                Annual Addition, and the Employer Contribution that would otherwise
                be
                contributed or allocated to the Participant’s Account under this Plan
                would cause the Annual Additions for the Limitation Year to exceed
                this
                limitation, the amount contributed or allocated will be reduced so
                that
                the Annual Additions under all such plans and funds for the Limitation
                Year will equal the Maximum Annual Addition. If the Annual Additions
                with
                respect to the Participant under the other defined contribution plan(s)
                in
                the aggregate are equal to or

            


    


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    


    greater
      than the Maximum Annual Addition, no amount will be contributed or allocated
      to
      the Participant’s Account under this Plan for the Limitation Year.

    


    
      	 	
              (d)

            	
              The
                limitation of this section shall be determined and applied taking
                into
                account the rules in subparagraph (e)
                below.

            


    

    


    
      	 	
              (e)

            	
              Other
                Rules

            


    

    


    
      	 	 	
              (1)

            	
              Aggregating
                Plans.
                For purposes of applying the limitations of this section for a Limitation
                Year, all defined contribution plans (as defined in section
                1.415(c)-1(a)(2)(i) of the regulations and without regard to whether
                the
                plan(s) have been terminated) ever maintained by the Employer and
                all
                defined contribution plans of a Predecessor Employer (in the Limitation
                Year in which such Predecessor Employer is created) under which a
                Participant receives Annual Additions are treated as one defined
                contribution plan.

            


    

    


    
      	 	 	
              (2)

            	
              Break-up
                of Affiliated Employers.
                The Annual Additions under a formerly affiliated plan (as defined
                in
                section 1.415(f)-1(b)(2)(ii) of the regulations) of the Employer
                are taken
                into account for purposes of applying the limitations of this section
                for
                the Limitation Year in which the cessation of affiliation took place.
                

            


    

    


    
      	 	 	
              (3)

            	
              Previously
                Unaggregated Plans.
                The limitations of this section are not exceeded for the first Limitation
                Year in which two or more existing plans, which previously were not
                required to be aggregated pursuant to section 1.415(f) of the regulations,
                are aggregated, provided that no Annual Additions are credited to
                a
                Participant after the date on which the plans are required to be
                aggregated if the Annual Additions already credited to the Participant
                in
                the existing plans equal or exceed the Maximum Annual
                Addition.

            


    

    


    
      	 	 	
              (4)

            	
              Aggregation
                with Multiemployer Plan.
                If the Employer maintains a multiemployer plan, as defined in Code
                Section
                414(f), and the multiemployer plan so provides, only the Annual Additions
                under the multiemployer plan that are provided by the Employer shall
                be
                treated as Annual Additions provided under a plan maintained by the
                Employer for purposes of this
                section.

            


    

    


    SECTION
      3.05--EXCESS AMOUNTS.

    


    (a) Definitions.
      For
      purposes of this section, the following terms are defined:

    


    ACP
      means,
      for a specified group of Participants (either Highly Compensated Employees
      or
      Nonhighly Compensated Employees) for a Plan Year, the average (expressed as
      a
      percentage) of the Contribution Percentages of the Eligible Participants in
      the
      group.

    


    ADP
      means,
      for a specified group of Participants (either Highly Compensated Employees
      or
      Nonhighly Compensated Employees) for a Plan Year, the average (expressed as
      a
      percentage) of the Deferral Percentages of the Eligible Participants in the
      group.

    


    Catch-up
      Contributions
      means
      Elective Deferral Contributions made to a plan that are in excess of an
      otherwise applicable plan limit and that are made by participants who are age
      50
      or older by the end of the taxable year. An otherwise applicable plan limit
      is a
      limit in the plan that applies to Elective Deferral Contributions without regard
      to Catch-up Contributions, such as the limits on the maximum annual additions
      under Code Section 415, the dollar limitation on Elective Deferral Contributions
      under Code Section 402(g) (not counting Catch-up Contributions), and the limit
      imposed by the nondiscrimination test described in Code Section
      401(k)(3).


    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    


    


    Contribution
      Percentage
      means
      the ratio (expressed as a percentage) of the Eligible Participant’s Contribution
      Percentage Amounts to the Eligible Participant’s Compensation for the Plan Year
      (whether or not the Eligible Participant was an Eligible Participant for the
      entire Plan Year). In modification of the foregoing, Compensation shall be
      limited to the Compensation received while an Eligible Participant. For an
      Eligible Participant for whom such Contribution Percentage Amounts for the
      Plan
      Year are zero, the percentage is zero.

    


    Contribution
      Percentage Amounts
      means
      the sum of the Participant Contributions and Matching Contributions (that are
      not Qualified Matching Contributions taken into account for purposes of the
      ADP
      Test) made under the plan on behalf of the Eligible Participant for the plan
      year. For plan years beginning on or after January 1, 2006, Matching
      Contributions cannot be taken into account for a plan year for a Nonhighly
      Compensated Employee to the extent they are disproportionate matching
      contributions as defined in section 1.401(m)-2(a)(5)(ii) of the regulations.
      Such Contribution Percentage Amounts shall not include Matching Contributions
      that are forfeited either to correct Excess Aggregate Contributions or because
      the contributions to which they relate are Excess Elective Deferrals, Excess
      Contributions, or Excess Aggregate Contributions. Under such rules as the
      Secretary of the Treasury shall prescribe, in determining the Contribution
      Percentage the Employer may elect to include Qualified Nonelective Contributions
      under this Plan that were not used in computing the Deferral Percentage. For
      plan years beginning on or after January 1, 2006, Qualified Nonelective
      Contributions cannot be taken into account for a plan year for a Nonhighly
      Compensated Employee to the extent they are disproportionate contributions
      as
      defined in section 1.401(m)-2(a)(6)(v) of the regulations. The Employer may
      also
      elect to use Elective Deferral Contributions in computing the Contribution
      Percentage so long as the ADP Test is met before the Elective Deferral
      Contributions are used in the ACP Test and continues to be met following the
      exclusion of those Elective Deferral Contributions that are used to meet the
      ACP
      Test.

    


    Deferral Percentage
      means
      the ratio (expressed as a percentage) of Elective Deferral Contributions (other
      than Catch-up Contributions) under this Plan on behalf of the Eligible
      Participant for the Plan Year to the Eligible Participant’s Compensation for the
      Plan Year (whether or not the Eligible Participant was an Eligible Participant
      for the entire Plan Year). In modification of the foregoing, Compensation shall
      be limited to the Compensation received while an Eligible Participant. The
      Elective Deferral Contributions used to determine the Deferral Percentage
      shall
      include
      Excess Elective Deferrals (other than Excess Elective Deferrals of Nonhighly
      Compensated Employees that arise solely from Elective Deferral Contributions
      made under this Plan or any other plans of the Employer or a Controlled Group
      member), but shall exclude Elective Deferral Contributions that are used in
      computing the Contribution Percentage (provided the ADP Test is satisfied both
      with and without exclusion of these Elective Deferral Contributions). Under
      such
      rules as the Secretary of the Treasury shall prescribe, the Employer may elect
      to include Qualified Nonelective Contributions and Qualified Matching
      Contributions under this Plan in computing the Deferral Percentage. For Plan
      Years beginning on or after January 1, 2006, Qualified Matching
      Contributions cannot be taken into account for a Plan Year for a Nonhighly
      Compensated Employee to the extent they are disproportionate matching
      contributions as defined in section 1.401(m)-2(a)(5)(ii) of the regulations.
      For
      Plan Years beginning on or after January 1, 2006, Qualified Nonelective
      Contributions cannot be taken into account for a Plan Year for a Nonhighly
      Compensated Employee to the extent they are disproportionate contributions
      as
      defined in section 1.401(k)-2(a)(6)(iv) of the regulations. For an Eligible
      Participant for whom such contributions on his behalf for the Plan Year are
      zero, the percentage is zero.

    


    Elective
      Deferral Contributions
      means
      any employer contributions made to a plan at the election of a participant
      in
      lieu of cash compensation. With respect to any taxable year, a participant’s
      Elective Deferral Contributions are the sum of all employer contributions made
      on behalf of such participant


    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    


    pursuant
      to an election to defer under any qualified cash or deferred arrangement
      described in Code Section 401(k), any salary reduction simplified employee
      pension plan described in Code Section 408(k)(6), any SIMPLE IRA plan described
      in Code Section 408(p), any plan described under Code Section 501(c)(18), and
      any employer contributions made on behalf of a participant for the purchase
      of
      an annuity contract under Code Section 403(b) pursuant to a salary reduction
      agreement. For taxable years beginning after December 31, 2005, Elective
      Deferral Contributions include Pre-tax Elective Deferral Contributions and
      Roth
      Elective Deferral Contributions. Elective Deferral Contributions shall not
      include any deferrals properly distributed as excess annual
      additions.

    


    Eligible Participant
      means,
      for purposes of determining the Deferral Percentage, any Employee who is
      otherwise entitled to make Elective Deferral Contributions under the terms
      of
      the plan for the plan year. Eligible Participant means, for purposes of
      determining the Contribution Percentage, any Employee who is eligible (i) to
      make a Participant Contribution or an Elective Deferral Contribution (if the
      Employer takes such contributions into account in the calculation of the
      Contribution Percentage), or (ii) to receive a Matching Contribution (including
      forfeitures) or a Qualified Matching Contribution. If a Participant Contribution
      is required as a condition of participation in the plan, any Employee who would
      be a participant in the plan if such Employee made such a contribution shall
      be
      treated as an Eligible Participant on behalf of whom no Participant
      Contributions are made.

    


    Excess Aggregate Contributions
      means,
      with respect to any Plan Year, the excess of:

    


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

    


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

    


    Such
      determination shall be made after first determining Excess Elective Deferrals
      and then determining Excess Contributions.

    


    Excess Contributions
      means,
      with respect to any Plan Year, the excess of:

    


    (1) The
      aggregate amount of employer contributions actually taken into account in
      computing the Deferral Percentage of Highly Compensated Employees for such
      Plan
      Year, over

    


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

    


    Such
      determination shall be made after first determining Excess Elective
      Deferrals.

    


    Excess
      Elective Deferrals
      means
      those Elective Deferral Contributions of a Participant that either (i) are
      made
      during the Participant’s taxable year and exceed the dollar limitation under
      Code Section 402(g) or (ii) are made during a calendar year and exceed the
      dollar limitation under Code Section 402(g) for the Participant’s taxable year
      beginning in such calendar year, counting only Elective Deferral Contributions
      made under this Plan and any other plan, contract, or arrangement maintained
      by
      the Employer. The dollar limitation shall be increased by the dollar limit
      on
      Catch-up Contributions under Code Section 414(v), if
      applicable.


    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    


    Excess
      Elective Deferrals shall be treated as Annual Additions, as defined in the
      CONTRIBUTION LIMITATION SECTION of this article, under the Plan, unless such
      amounts are distributed no later than the first April 15 following the
      close of the Participant’s taxable year.

    


    Matching Contributions
      means
      employer contributions made to this or any other defined contribution plan,
      or
      to a contract described in Code Section 403(b), on behalf of a participant
      on
      account of a Participant Contribution made by such participant, or on account
      of
      a participant’s Elective Deferral Contributions, under a plan maintained by the
      Employer or a Controlled Group member.

    


    Participant Contributions
      means
      contributions (other than Roth Elective Deferral Contributions) made to the
      plan
      by or on behalf of a participant that are included in the participant’s gross
      income in the year in which made and that are maintained under a separate
      account to which the earnings and losses are allocated.

    


    Pre-tax
      Elective Deferral Contributions
      means a
      participant’s Elective Deferral Contributions that are not includible in the
      participant’s gross income at the time deferred.

    


    Qualified
      Matching Contributions
      means
      Matching Contributions that are nonforfeitable when made to the plan and that
      are distributable only in accordance with the distribution provisions (other
      than for hardships) applicable to Elective Deferral Contributions.

    


    Qualified
      Nonelective Contributions
      means
      any employer contributions (other than Matching Contributions) that an Employee
      may not elect to have paid to him in cash instead of being contributed to the
      plan and that are nonforfeitable when made to the plan and that are
      distributable only in accordance with the distribution provisions (other than
      for hardships) applicable to Elective Deferral Contributions.

    


    Roth
      Elective Deferral Contributions
      means a
      participant’s Elective Deferral Contributions that are includible in the
      participant’s gross income at the time deferred and have been irrevocably
      designated as Roth Elective Deferral Contributions by the participant in his
      elective deferral agreement.

    


    (b) Excess
      Elective Deferrals.
      A
      Participant may assign to this Plan any Excess Elective Deferrals made during
      a
      taxable year of the Participant by notifying the Plan Administrator in writing
      on or before the first following March 1 of the amount of the Excess
      Elective Deferrals to be assigned to the Plan. A Participant is deemed to notify
      the Plan Administrator of any Excess Elective Deferrals that arise by taking
      into account only those Elective Deferral Contributions made to this Plan and
      any other plan, contract, or arrangement of the Employer or a Controlled Group
      member. The Participant’s claim for Excess Elective Deferrals shall be
      accompanied by the Participant’s written statement that if such amounts are not
      distributed, such Excess Elective Deferrals will exceed the limit imposed on
      the
      Participant by Code Section 402(g) (including, if applicable, the dollar
      limitation on Catch-up Contributions under Code Section 414(v)) for the year
      in
      which the deferral occurred. The Excess Elective Deferrals assigned to this
      Plan
      cannot exceed the Elective Deferral Contributions allocated under this Plan
      for
      such taxable year.

    


    Notwithstanding
      any other provisions of the Plan, Elective Deferral Contributions in an amount
      equal to the Excess Elective Deferrals assigned to this Plan, plus any income
      and minus any loss allocable thereto, shall be distributed no later than
      April 15 to any Participant to whose Account Excess Elective Deferrals were
      assigned for the preceding year and who claims Excess Elective Deferrals for
      such taxable year or calendar year.


    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    


    The
      Excess Elective Deferrals shall be adjusted for any income or loss. The income
      or loss allocable to such Excess Elective Deferrals shall be equal to the income
      or loss allocable to the Participant’s Elective Deferral Contributions for the
      taxable year in which the excess occurred multiplied by a fraction. The
      numerator of the fraction is the Excess Elective Deferrals. The denominator
      of
      the fraction is the closing balance without regard to any income or loss
      occurring during such taxable year (as of the end of such taxable year) of
      the
      Participant’s Account resulting from Elective Deferral
      Contributions.

    


    For
      purposes of determining income or loss on Excess Elective Deferrals for taxable
      years beginning on or after January 1, 2006, any Excess Elective Deferrals,
      in addition to any adjustment for income or loss for the taxable year in which
      the excess occurred, shall be adjusted for income or loss for the gap period
      between the end of such taxable year and the date of distribution. Such income
      or loss allocable to the gap period shall be equal to 10% of the income or
      loss
      allocable to the Excess Elective Deferrals for the taxable year multiplied
      by
      the number of complete months (counting 16 days or more as a complete month)
      in
      the gap period.

    


    Any
      Matching Contributions that were based on the Elective Deferral Contributions
      distributed as Excess Elective Deferrals, plus any income and minus any loss
      allocable thereto, shall be forfeited
      whether or not such amounts are distributed as Excess Elective Deferrals.


    


    
      	 	
              (c)

            	
              ADP
                Test.
                As of the end of each Plan Year after Excess Elective Deferrals have
                been
                determined, the Plan must satisfy the ADP Test. The ADP Test shall
                be
                satisfied using the prior year testing method, unless the Employer
                has
                elected to use the current year testing
                method.

            


    

    


    (1) Prior
      Year Testing Method.
      The ADP
      for a Plan Year for Eligible Participants who are Highly Compensated Employees
      for each Plan Year and the prior year’s ADP for Eligible Participants who were
      Nonhighly Compensated Employees for the prior Plan Year must satisfy one of
      the
      following tests:

    


    (i) The
      ADP
      for a Plan Year for Eligible Participants who are Highly Compensated Employees
      for the Plan Year shall not exceed the prior year’s ADP for Eligible
      Participants who were Nonhighly Compensated Employees for the prior Plan Year
      multiplied by 1.25; or

    


    (ii) The
      ADP
      for a Plan Year for Eligible Participants who are Highly Compensated Employees
      for the Plan Year:

    


    A. shall
      not
      exceed the prior year’s ADP for Eligible Participants who were Nonhighly
      Compensated Employees for the prior Plan Year multiplied by 2, and 

    


    B. the
      difference between such ADPs is not more than 2.

    


    If
      this
      is not a successor plan, for the first Plan Year the Plan permits any
      Participant to make Elective Deferral Contributions, for purposes of the
      foregoing tests, the prior year’s Nonhighly Compensated Employees’ ADP shall be
      3 percent, unless the Employer has elected to use the Plan Year’s ADP for these
      Eligible Participants.

    


    (2) Current
      Year Testing Method.
      The ADP
      for a Plan Year for Eligible Participants who are Highly Compensated Employees
      for each Plan Year and the ADP for Eligible Participants who are Nonhighly
      Compensated Employees for the Plan Year must satisfy one of the following
      tests:


    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    


    (i) The
      ADP
      for a Plan Year for Eligible Participants who are Highly Compensated Employees
      for the Plan Year shall not exceed the ADP for Eligible Participants who are
      Nonhighly Compensated Employees for the Plan Year multiplied by 1.25;
      or

    


    (ii) The
      ADP
      for a Plan Year for Eligible Participants who are Highly Compensated Employees
      for the Plan Year:

    


    A. shall
      not
      exceed the ADP for Eligible Participants who are Nonhighly Compensated Employees
      for the Plan Year multiplied by 2, and 

    


    B. the
      difference between such ADP’s is not more than 2.

    


    If
      the
      Employer has elected to use the current year testing method, that election
      cannot be changed unless (i) the Plan has been using the current year testing
      method for the preceding five Plan Years, or if less, the number of Plan Years
      the Plan has been in existence; or (ii) if as a result of a merger or
      acquisition described in Code Section 410(b)(6)(C)(i), the Employer maintains
      both a plan using the prior year testing method and a plan using the current
      year testing method and the change is made within the transition period
      described in Code Section 410(b)(6)(C)(ii).

    


    A
      Participant is a Highly Compensated Employee for a particular Plan Year if
      he
      meets the definition of a Highly Compensated Employee in effect for that Plan
      Year. Similarly, a Participant is a Nonhighly Compensated Employee for a
      particular Plan Year if he does not meet the definition of a Highly Compensated
      Employee in effect for that Plan Year.

    


    The
      Deferral Percentage for any Eligible Participant who is a Highly Compensated
      Employee for the Plan Year and who is eligible to have Elective Deferral
      Contributions (and Qualified Nonelective Contributions or Qualified Matching
      Contributions, or both, if treated as Elective Deferral Contributions for
      purposes of the ADP Test) allocated to his account under two or more
      arrangements described in Code Section 401(k) that are maintained by the
      Employer or a Controlled Group member shall be determined as if such Elective
      Deferral Contributions (and, if applicable, such Qualified Nonelective
      Contributions or Qualified Matching Contributions, or both) were made under
      a
      single arrangement. For Plan Years beginning on or after January 1, 2006,
      if a Highly Compensated Employee participates in two or more cash or deferred
      arrangements of the Employer or of a Controlled Group member that have different
      plan years, all Elective Deferral Contributions made during the Plan Year shall
      be aggregated. For Plan Years beginning before January 1, 2006, all such
      cash or deferred arrangements ending with or within the same calendar year
      shall
      be treated as a single arrangement. The foregoing notwithstanding, certain
      plans
      shall be treated as separate if mandatorily disaggregated under the regulations
      of Code Section 401(k). 

    


    In
      the
      event this Plan satisfies the requirements of Code Section 401(k), 401(a)(4),
      or
      410(b) only if aggregated with one or more other plans, or if one or more other
      plans satisfy the requirements of such Code sections only if aggregated with
      this Plan, then this section shall be applied by determining the Deferral
      Percentage of Employees as if all such plans were a single plan. If more than
      10
      percent of the Employer’s Nonhighly Compensated Employees are involved in a plan
      coverage change as defined in section 1.401(k)-2(c)(4) of the regulations,
      then
      any adjustments to the Nonhighly Compensated Employee ADP for the prior year
      shall be made in accordance with such regulations, unless the Employer has
      elected to use the current year testing method. Plans may be aggregated in
      order
      to satisfy Code Section 401(k) only if they have the same plan year and use
      the
      same testing method for the ADP Test.


    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    


    For
      purposes of the ADP Test, Elective Deferral Contributions, Qualified Nonelective
      Contributions, and Qualified Matching Contributions must be made before the
      end
      of the 12-month period immediately following the Plan Year to which the
      contributions relate.

    


    If
      the
      Plan Administrator should determine during the Plan Year that the ADP Test
      is
      not being met, the Plan Administrator may limit the amount of future Elective
      Deferral Contributions of the Highly Compensated Employees.

    


    Notwithstanding
      any other provisions of this Plan, Excess Contributions, plus any income and
      minus any loss allocable thereto, shall be distributed no later than 12 months
      after the last day of a Plan Year to Participants to whose Accounts such Excess
      Contributions were allocated for such Plan Year, except to the extent such
      Excess Contributions are classified as Catch-up Contributions. Excess
      Contributions are allocated to the Highly Compensated Employees with the largest
      amounts of employer contributions taken into account in calculating the ADP
      Test
      for the year in which the excess arose, beginning with the Highly Compensated
      Employee with the largest amount of such employer contributions and continuing
      in descending order until all of the Excess Contributions have been allocated.
      For Plan Years beginning on or after January 1, 2006, if a Highly Compensated
      Employee participates in two or more cash or deferred arrangements of the
      Employer or of a Controlled Group member, the amount distributed shall not
      exceed the amount of the employer contributions taken into account in
      calculating the ADP test and made to this Plan for the year in which the excess
      arose. If Catch-up Contributions are allowed for the Plan Year being tested,
      to
      the extent a Highly Compensated Employee has not reached his Catch-up
      Contribution limit under the Plan for such year, Excess Contributions allocated
      to such Highly Compensated Employee are Catch-up Contributions and will not
      be
      treated as Excess Contributions. If such excess amounts (other than Catch-up
      Contributions) are distributed more than 2 1/2 months after the last day of
      the Plan Year in which such excess amounts arose, a 10 percent excise tax shall
      be imposed on the employer maintaining the plan with respect to such
      amounts.

    


    Excess
      Contributions shall be treated as Annual Additions, as defined in the
      CONTRIBUTION LIMITATION SECTION of this article, even if
      distributed.

    


    The
      Excess Contributions shall be adjusted for any income or loss. The income or
      loss allocable to such Excess Contributions allocated to each Participant shall
      be equal to the income or loss allocable to the Participant’s Elective Deferral
      Contributions (and, if applicable, Qualified Nonelective Contributions or
      Qualified Matching Contributions, or both) for the Plan Year in which the excess
      occurred multiplied by a fraction. The numerator of the fraction is the Excess
      Contributions. The denominator of the fraction is the closing balance without
      regard to any income or loss occurring during such Plan Year (as of the end
      of
      such Plan Year) of the Participant’s Account resulting from Elective Deferral
      Contributions (and Qualified Nonelective Contributions or Qualified Matching
      Contributions, or both, if such contributions are included in the ADP
      Test).

    


    For
      purposes of determining income or loss on Excess Contributions beginning with
      the 2006 Plan Year, any Excess Contributions, in addition to any adjustment
      for
      income or loss for the Plan Year in which the excess occurred, shall be adjusted
      for income or loss for the gap period between the end of such Plan Year and
      the
      date of distribution. Such income or loss allocable to the gap period shall
      be
      equal to 10% of the income or loss allocable to the Excess Contributions for
      the
      Plan Year multiplied by the number of complete months (counting 16 days or
      more as
      a
      complete month) in the gap period.

    


    Excess
      Contributions allocated to a Participant shall be distributed from the
      Participant’s Account resulting from Elective Deferral Contributions. If such
      Excess Contributions exceed the amount of Excess Contributions in the
      Participant’s Account resulting from Elective Deferral Contributions,
      the


    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    


    balance
      shall be distributed from the Participant’s Account resulting from Qualified
      Matching Contributions (if applicable) and Qualified Nonelective Contributions,
      respectively. 

    


    Any
      Matching Contributions that were based on the Elective Deferral Contributions
      distributed as Excess Contributions, plus any income and minus any loss
      allocable thereto, shall be forfeited whether or not such amounts are
      distributed as Excess Contributions. 

    


    (d) ACP
      Test.
      As of
      the end of each Plan Year, the Plan must satisfy the ACP Test. The ACP Test
      shall be satisfied using the prior year testing method, unless the Employer
      has
      elected to use the current year testing method.

    


    (1) Prior
      Year Testing Method.
      The ACP
      for a Plan Year for Eligible Participants who are Highly Compensated Employees
      for each Plan Year and the prior year’s ACP for Eligible Participants who were
      Nonhighly Compensated Employees for the prior Plan Year must satisfy one of
      the
      following tests:

    


    (i) The
      ACP
      for a Plan Year for Eligible Participants who are Highly Compensated Employees
      for the Plan Year shall not exceed the prior year’s ACP for Eligible
      Participants who were Nonhighly Compensated Employees for the prior Plan Year
      multiplied by 1.25; or

    


    (ii) The
      ACP
      for a Plan Year for Eligible Participants who are Highly Compensated Employees
      for the Plan Year:

    


    A. shall
      not
      exceed the prior year’s ACP for Eligible Participants who were Nonhighly
      Compensated Employees for the prior Plan Year multiplied by 2, and 

    


    B. the
      difference between such ACPs is not more than 2.

    


    If
      this
      is not a successor plan, for the first Plan Year the Plan permits any
      Participant to make Participant Contributions, provides for Matching
      Contributions, or both, for purposes of the foregoing tests, the prior year’s
      Nonhighly Compensated Employees’ ACP shall be 3 percent, unless the Employer has
      elected to use the Plan Year’s ACP for these Eligible Participants.

    


    (2) Current
      Year Testing Method.
      The ACP
      for a Plan Year for Eligible Participants who are Highly Compensated Employees
      for each Plan Year and the ACP for Eligible Participants who are Nonhighly
      Compensated Employees for the Plan Year must satisfy one of the following
      tests:

    


    (i) The
      ACP
      for a Plan Year for Eligible Participants who are Highly Compensated Employees
      for the Plan Year shall not exceed the ACP for Eligible Participants who are
      Nonhighly Compensated Employees for the Plan Year multiplied by 1.25;
      or

    


    (ii) The
      ACP
      for a Plan Year for Eligible Participants who are Highly Compensated Employees
      for the Plan Year:

    


    A. shall
      not
      exceed the ACP for Eligible Participants who are Nonhighly Compensated Employees
      for the Plan Year multiplied by 2, and 

    


    B. the
      difference between such ACPs is not more than 2.


    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    


    If
      the
      Employer has elected to use the current year testing method, that election
      cannot be changed unless (i) the Plan has been using the current year testing
      method for the preceding five Plan Years, or if less, the number of Plan Years
      the Plan has been in existence; or (ii) if as a result of a merger or
      acquisition described in Code Section 410(b)(6)(C)(i), the Employer maintains
      both a plan using the prior year testing method and a plan using the current
      year testing method and the change is made within the transition period
      described in Code Section 410(b)(6)(C)(ii).

    


    A
      Participant is a Highly Compensated Employee for a particular Plan Year if
      he
      meets the definition of a Highly Compensated Employee in effect for that Plan
      Year. Similarly, a Participant is a Nonhighly Compensated Employee for a
      particular Plan Year if he does not meet the definition of a Highly Compensated
      Employee in effect for that Plan Year.

    


    The
      Contribution Percentage for any Eligible Participant who is a Highly Compensated
      Employee for the Plan Year and who is eligible to have Contribution Percentage
      Amounts allocated to his account under two or more plans described in Code
      Section 401(a) or arrangements described in Code Section 401(k) that are
      maintained by the Employer or a Controlled Group member shall be determined
      as
      if the total of such Contribution Percentage Amounts was made under each plan
      and arrangement. For Plan Years beginning on or after January 1, 2006, if a
      Highly Compensated Employee participates in two or more such plans or
      arrangements that have different plan years, all Contribution Percentage Amounts
      made during the Plan Year shall be aggregated. For Plan Years beginning before
      January 1, 2006, all such plans and arrangements ending with or within the
      same
      calendar year shall be treated as a single plan or arrangement. The foregoing
      notwithstanding, certain plans shall be treated as separate if mandatorily
      disaggregated under the regulations of Code Section 401(m). 

    


    In
      the
      event this Plan satisfies the requirements of Code Section 401(m), 401(a)(4),
      or
      410(b) only if aggregated with one or more other plans, or if one or more other
      plans satisfy the requirements of such Code sections only if aggregated with
      this Plan, then this section shall be applied by determining the Contribution
      Percentage of Employees as if all such plans were a single plan. If more than
      10
      percent of the Employer’s Nonhighly Compensated Employees are involved in a plan
      coverage change as defined in section 1.401(m)-2(c)(4) of the regulations,
      then
      any adjustments to the Nonhighly Compensated Employee ACP for the prior year
      shall be made in accordance with such regulations, unless the Employer has
      elected to use the current year testing method. Plans may be aggregated in
      order
      to satisfy Code Section 401(m) only if they have the same plan year and use
      the
      same testing method for the ACP Test.

    


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

    


    Notwithstanding
      any other provisions of this Plan, Excess Aggregate Contributions, plus any
      income and minus any loss allocable thereto, shall be forfeited, if not vested,
      or distributed, if vested, no later than 12 months after the last day of a
      Plan
      Year to Participants to whose Accounts such Excess Aggregate Contributions
      were
      allocated for such Plan Year. Excess Aggregate Contributions are allocated
      to
      the Highly Compensated Employees with the largest Contribution Percentage
      Amounts taken into account in calculating the ACP Test for the year in which
      the
      excess arose, beginning with the Highly Compensated Employee with the largest
      amount of such Contribution Percentage Amounts and continuing in descending
      order until all of the Excess Aggregate Contributions have been allocated.
      For
      Plan Years beginning on or after January 1, 2006, if a Highly Compensated
      Employee participates in two or more plans or arrangements of the Employer
      or of
      a Controlled Group member that include


    
      
        
        

      

      
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    Contribution
      Percentage Amounts, the amount distributed shall not exceed the Contribution
      Percentage Amounts taken into account in calculating the ACP Test and made
      to
      this Plan for the year in which the excess arose. If such Excess Aggregate
      Contributions are distributed more than 2 1/2 months after the last day of
      the Plan Year in which such excess amounts arose, a 10 percent excise tax shall
      be imposed on the employer maintaining the plan with respect to such
      amounts.

    


    Excess
      Aggregate Contributions shall be treated as Annual Additions, as defined in
      the
      CONTRIBUTION LIMITATION SECTION of this article, even if
      distributed.

    


    The
      Excess Aggregate Contributions shall be adjusted for any income or loss. The
      income or loss allocable to such Excess Aggregate Contributions allocated to
      each Participant shall be equal to the income or loss allocable to the
      Participant’s Contribution Percentage Amounts for the Plan Year in which the
      excess occurred multiplied by a fraction. The numerator of the fraction is
      the
      Excess Aggregate Contributions. The denominator of the fraction is the closing
      balance without regard to any income or loss occurring during such Plan Year
      (as
      of the end of such Plan Year) of the Participant’s Account resulting from
      Contribution Percentage Amounts.

    


    For
      purposes of determining income or loss on Excess Aggregate Contributions
      beginning with the 2006 Plan Year, any Excess Aggregate Contributions, in
      addition to any adjustment for income or loss for the Plan Year in which the
      excess occurred, shall be adjusted for income or loss for the gap period between
      the end of such Plan Year and the date of distribution. Such income or loss
      allocable to the gap period shall be equal to 10% of the income or loss
      allocable to the Excess Aggregate Contributions for the Plan Year multiplied
      by
      the number of complete months (counting 16 days or more as a complete month)
      in
      the gap period.

    


    Excess
      Aggregate Contributions allocated to a Participant shall be distributed from
      the
      Participant’s Account resulting from Participant Contributions that are not
      required as a condition of employment or participation or for obtaining
      additional benefits from Employer Contributions. If such Excess Aggregate
      Contributions exceed the balance in the Participant’s Account resulting from
      such Participant Contributions, the balance shall be forfeited, if not vested,
      or distributed, if vested, on a pro rata basis from the Participant’s Account
      resulting from Contribution Percentage Amounts. 

    


    
      	 	
              (e)

            	
              Employer
                Elections.
                The Employer has
                made an election to use the prior year testing method.
                

            


    

    



    
      
        
          


        

        
        

      

      
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    ARTICLE IV

    


    INVESTMENT
      OF CONTRIBUTIONS

    


    SECTION
      4.01--INVESTMENT AND TIMING OF CONTRIBUTIONS.

    


    The
      handling of Contributions is governed by the provisions of the Trust Agreement,
      the Annuity Contract and any other funding arrangement in which the Plan Fund
      is
      or may be held or invested. To the extent permitted by the Trust Agreement,
      Annuity Contract, or other funding arrangement, the appointed committee or
      the
      Investment Manager shall direct the Contributions to any of the investment
      options available under the Annuity Contract or any of the investment vehicles
      available under the Trust Agreement and may request the transfer of amounts
      resulting from those Contributions between such investment options and
      investment vehicles or the transfer of amounts between such investment options
      and investment vehicles. Participants are not permitted to direct the investment
      of their Accounts.

    


    At
      least
      annually, the Named Fiduciary shall review all pertinent Employee information
      and Plan data in order to establish the funding policy of the Plan and to
      determine appropriate methods of carrying out the Plan's objectives. The Named
      Fiduciary shall inform the Trustee and any Investment Manager of the Plan's
      short-term and long-term financial needs so the investment policy can be
      coordinated with the Plan's financial requirements.

    


    The
      Named
      Fiduciary may delegate to the Investment Manager investment direction for
      Contributions and amounts that are not subject to Participant
      direction.

    


    All
      Contributions are forwarded by the Employer to the Trustee to be deposited
      in
      the Trust Fund or to the Insurer to be deposited under the Annuity Contract,
      as
      applicable. Contributions that are accumulated through payroll deduction shall
      be paid to the Trustee or Insurer, as applicable, by the earlier of (i) the
      date
      the Contributions can reasonably be segregated from the Employer’s assets, or
      (ii) the 15th business day of the month following the month in which the
      Contributions would otherwise have been paid in cash to the
      Participant.

    


    


    


    



    
      
        
          


        

        
        

      

      
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    ARTICLE V

    


    BENEFITS

    


    SECTION
      5.01--RETIREMENT BENEFITS.

    


    On
      a
      Participant's Retirement Date, his Vested Account shall be distributed to him
      according to the distribution of benefits provisions of Article VI and the
      provisions of the SMALL AMOUNTS SECTION of Article X.

    


    SECTION
      5.02--DEATH BENEFITS.

    


    If
      a
      Participant dies before his Benefit Commencement Date, his Vested Account shall
      be distributed according to the distribution of benefits provisions of
      Article VI and the provisions of the SMALL AMOUNTS SECTION of
      Article X.

    


    SECTION
      5.03--VESTED BENEFITS.

    


    If
      an
      Inactive Participant’s Vested Account is not payable under the SMALL AMOUNTS
      SECTION of Article X, he may elect, but is not required, to receive a
      distribution of any part of his Vested Account after he has a Severance from
      Employment. A distribution under this paragraph shall be a retirement benefit
      and shall be distributed to the Participant according to the distribution of
      benefits provisions of Article VI.

    


    A
      Participant may not elect to receive a distribution under the provisions of
      this
      section after he again becomes an Employee until he subsequently has a Severance
      from Employment and meets the requirements of this section.

    


    If
      an
      Inactive Participant does not receive an earlier distribution, upon his
      Retirement Date or death, his Vested Account shall be distributed according
      to
      the provisions of the RETIREMENT BENEFITS SECTION or the DEATH BENEFITS SECTION
      of this article.

    


    SECTION
      5.04--WHEN BENEFITS START.

    


    (a) Unless
      otherwise elected, benefits shall begin before the 60th day following the close
      of the Plan Year in which the latest date below occurs:

    


    (1) The
      date
      the Participant attains age 65 (or Normal Retirement Age, if
      earlier).

    


    (2) The
      10th
      anniversary of the Participant’s earliest
      Entry
      Date.

    


    (3) The
      date
      the Participant terminates service with the Employer.

    


    Notwithstanding
      the foregoing, the failure of a Participant to consent to a distribution while
      a
      benefit is immediately distributable, within the meaning of the ELECTION
      PROCEDURES SECTION of Article VI, shall be deemed to be an election to
      defer the start of benefits sufficient to satisfy this section.

    


    
      	 	 	
              The
                Participant may elect to have benefits begin after the latest date
                for
                beginning benefits described above, subject to the following provisions
                of
                this section. The Participant shall make the election in writing.
                Such
                election must be made before his Normal Retirement Date or the date
                he has
                a Severance from Employment, if later. The Participant shall not
                elect a
                date for beginning benefits or
                a

            


    


    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    


    form
      of
      distribution that would result in a benefit payable when he dies which would
      be
      more than incidental within the meaning of governmental
      regulations.

    


    Benefits
      shall begin on an earlier date if otherwise provided in the Plan. For example,
      the Participant’s Retirement Date or Required Beginning Date, as defined in the
      DEFINITIONS SECTION of Article VII.

     

    SECTION
      5.05--LOANS TO PARTICIPANTS.

    


    Loans
      shall be made available to all Participants on a reasonably equivalent basis.
      For purposes of this section, and unless otherwise specified, Participant means
      any Participant or Beneficiary who is a party-in-interest as defined in ERISA.
      Loans shall not be made to Highly Compensated Employees in an amount greater
      than the amount made available to other Participants. 

    


    A
      loan to
      a Participant shall be a Participant-directed investment of his Account.
The
      loan
      is a Trust Fund investment but no Account other than the borrowing Participant’s
      Account shall share in the interest paid on the loan or bear any expense or
      loss
      incurred because of the loan.

    


    The
      amount of the loan will be made from the Participant’s Vested Account which
      results from the following Contributions in the following order:

    


    
      	(1)  	
              Voluntary
                Contributions

            


    

    


    
      	(2)  	
              Thrift
                Contributions

            


    

    


    
      	(3)  	
              Matching
                Contributions

            


    

    


    
      	(4)  	
              Profit
                Sharing Contributions

            


    

    


    The
      number of outstanding loans shall be limited to one. The maximum amount of
      any
      loan is the lesser of $50,000 or 50% of the vested portion of the Participant’s
      Account attributable to the above named Contributions. The minimum amount of
      any
      loan shall be $1,000.

    


    Loans
      must be adequately secured and bear a reasonable rate of interest.

    


    The
      amount of the loan shall not exceed the maximum amount that may be treated
      as a
      loan under Code Section 72(p) (rather than a distribution) to the Participant
      and shall be equal to the lesser of (a) or (b) below:

    


    (a) $50,000,
      reduced by the highest outstanding loan balance of loans during the one-year
      period ending on the day before the new loan is made.

    


    (b) The
      greater of (1) or (2), reduced by (3) below:

    


    (1) One-half
      of the Participant's Vested Account.

    


    (2) $10,000.

    


    (3) Any
      outstanding loan balance on the date the new loan is made.


    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    


    For
      purposes of this maximum, a Participant's Vested Account does not include any
      accumulated deductible employee contributions, as defined in Code Section
      72(o)(5)(B), and all qualified employer plans, as defined in Code Section
      72(p)(4), of the Employer and any Controlled Group member shall be treated
      as
      one plan.

    


    No
      collateral other than a portion of the Participant’s Vested Account (as limited
      above) shall be accepted. The Loan Administrator shall determine if the
      collateral is adequate for the amount of the loan requested.

    


    Each
      loan
      shall bear a reasonable fixed rate of interest to be determined by the Loan
      Administrator. The interest rate will be the Prime Rate plus 1%.

    


    The
      loan
      shall by its terms require that repayment (principal and interest) be amortized
      in level payments, not less frequently than quarterly, over a period not
      extending beyond five years from the date of the loan. If the loan is used
      to
      acquire a dwelling unit, which within a reasonable time (determined at the
      time
      the loan is made) will be used as the principal residence of the Participant,
      the repayment period may extend beyond five years from the date of the loan.
      The
      period of repayment for any loan shall be arrived at by mutual agreement between
      the Loan Administrator and the Participant and if the loan is for a principal
      residence, shall not be made for a period longer than ten years.

    


    The
      Participant shall make an application for a loan in such manner and in
      accordance with such rules as the Loan Administrator shall prescribe for this
      purpose (including by means of voice response or other electronic means under
      circumstances the Employer permits). The application must specify the amount
      and
      duration requested.

    


    The
      Loan
      Administrator may pursue the information contained in the application for the
      loan concerning the income, liabilities, and assets of the Participant will
      be
      evaluated to determine whether there is a reasonable expectation that the
      Participant will be able to satisfy payments on the loan as due. Additionally,
      the Loan Administrator may also pursue any appropriate further investigations
      concerning the creditworthiness and credit history of the Participant to
      determine whether a loan should be approved.

    


    Each
      loan
      shall be fully documented in the form of a promissory note signed by the
      Participant for the face amount of the loan, together with interest determined
      as specified above.

    


    There
      will be an assignment of collateral to the Plan executed at the time the loan
      is
      made.

    


    In
      those
      cases where repayment through payroll deduction is available, installments
      are
      so payable, and a payroll deduction agreement shall be executed by the
      Participant at the time the loan is made. Loan repayments that are accumulated
      through payroll deduction shall be paid to the Trustee by the earlier of (i)
      the
      date the loan repayments can reasonably be segregated from the Employer’s
      assets, or (ii) the 15th business day of the month following the month in which
      such amounts would otherwise have been paid in cash to the
      Participant.

    


    Where
      payroll deduction is not available, payments in cash are to be timely made.
      Any
      payment that is not by payroll deduction shall be made payable to the Employer
      or the Trustee, as specified in the promissory note, and delivered to the Loan
      Administrator, including prepayments, service fees and penalties, if any, and
      other amounts due under the note. The Loan Administrator shall deposit such
      amounts into the Plan as soon as administratively practicable after they are
      received, but in no event later than the 15th business day of the month after
      they are received.

    


    The
      promissory note may provide for reasonable late payment penalties and service
      fees. Any penalties or service fees shall be applied to all Participants in
      a
      nondiscriminatory manner. If the promissory note so provides, such amounts
      may
      be assessed and collected from the Account of the Participant as part of the
      loan balance.


    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    


    Each
      loan
      may be paid prior to maturity, in part or in full, without penalty or service
      fee, except as may be set out in the promissory note.

    


    The
      Plan
      may suspend loan payments for a period not exceeding one year during which
      an
      approved unpaid leave of absence occurs other than a military leave of absence.
      The Loan Administrator shall provide the Participant a written explanation
      of
      the effect of the suspension of payments upon his loan.

    


    If
      a
      Participant separates from service (or takes a leave of absence) from the
      Employer because of service in the military and does not receive a distribution
      of his Vested Account, the Plan shall suspend loan payments until the
      Participant’s completion of military service or until the Participant’s fifth
      anniversary of commencement of military service, if earlier, as permitted under
      Code Section 414(u). The Loan Administrator shall provide the Participant a
      written explanation of the effect of his military service upon his
      loan.

    


    If
      any
      payment of principal and interest, or any portion thereof, remains unpaid for
      more than 90 days after due, the loan shall be in default. For purposes of
      Code
      Section 72(p), the Participant shall then be treated as having received a deemed
      distribution regardless of whether or not a distributable event has
      occurred.

    


    Upon
      default, the Plan has the right to pursue any remedy available by law to satisfy
      the amount due, along with accrued interest, including the right to enforce
      its
      claim against the security pledged and execute upon the collateral as allowed
      by
      law. The entire principal balance whether or not otherwise then due, along
      with
      accrued interest, shall become immediately due and payable without demand or
      notice, and subject to collection or satisfaction by any lawful means, including
      specifically, but not limited to, the right to enforce the claim against the
      security pledged and to execute upon the collateral as allowed by
      law.

    


    All
      reasonable costs and expenses, including but not limited to attorney's fees,
      incurred by the Plan in connection with any default or in any proceeding to
      enforce any provision of a promissory note or instrument by which a promissory
      note for a Participant loan is secured, shall be assessed and collected from
      the
      Account of the Participant as part of the loan balance.

    


    If
      payroll deduction is being utilized, in the event that a Participant's available
      payroll deduction amounts in any given month are insufficient to satisfy the
      total amount due, there will be an increase in the amount taken subsequently,
      sufficient to make up the amount that is then due. If any amount remains past
      due more than 90 days, the entire principal amount, whether or not otherwise
      then due, along with interest then accrued, shall become due and payable, as
      above.

    


    An
      outstanding loan will become due and payable in full when a Participant ceases
      to be a party-in-interest as defined in ERISA or after complete termination
      of
      the Plan.

    


    SECTION
      5.06--DISTRIBUTIONS UNDER QUALIFIED DOMESTIC RELATIONS
      ORDERS.

    


    The
      Plan
      specifically permits distributions to an Alternate Payee under a qualified
      domestic relations order as defined in Code Section 414(p), at any time,
      irrespective of whether the Participant has attained his earliest retirement
      age, as defined in Code Section 414(p), under the Plan. A distribution to an
      Alternate Payee before the Participant has attained his earliest retirement
      age
      is available only if the order specifies that distribution shall be made prior
      to the earliest retirement age or allows the Alternate Payee to elect a
      distribution prior to the earliest retirement age.

    


    Nothing
      in this section shall permit a Participant to receive a distribution at a time
      otherwise not permitted under the Plan nor shall it permit the Alternate Payee
      to receive a form of payment not permitted under the Plan.

    


    The
      benefit payable to an Alternate Payee shall be subject to the provisions of
      the
      SMALL AMOUNTS SECTION of Article X if the value of the benefit does not
      exceed $1,000.


    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    


    


    The
      Plan
      Administrator shall establish reasonable procedures to determine the qualified
      status of a domestic relations order. Upon receiving a domestic relations order,
      the Plan Administrator shall promptly notify the Participant and each Alternate
      Payee named in the order, in writing, of the receipt of the order and the Plan’s
      procedures for determining the qualified status of the order. Within a
      reasonable period of time after receiving the domestic relations order, the
      Plan
      Administrator shall determine the qualified status of the order and shall notify
      the Participant and each Alternate Payee, in writing, of its determination.
      The
      Plan Administrator shall provide notice under this paragraph by mailing to
      the
      individual’s address specified in the domestic relations order, or in a manner
      consistent with Department of Labor regulations. The Plan Administrator may
      treat as qualified any domestic relations order entered before January 1,
      1985, irrespective of whether it satisfies all the requirements described in
      Code Section 414(p).

    


    If
      any
      portion of the Participant’s Vested Account is payable during the period the
      Plan Administrator is making its determination of the qualified status of the
      domestic relations order, a separate accounting shall be made of the amount
      payable. If the Plan Administrator determines the order is a qualified domestic
      relations order within 18 months of the date amounts are first payable following
      receipt of the order, the payable amounts shall be distributed in accordance
      with the order. If the Plan Administrator does not make its determination of
      the
      qualified status of the order within the 18-month determination period, the
      payable amounts shall be distributed in the manner the Plan would distribute
      if
      the order did not exist and the order shall apply prospectively if the Plan
      Administrator later determines the order is a qualified domestic relations
      order.

    


    The
      Plan
      shall make payments or distributions required under this section by separate
      benefit checks or other separate distribution to the Alternate
      Payee(s).

    


    No
      distributions to Alternate Payee(s) may be made until any outstanding
      Participant loans are repaid.

    



    
      
        
          


        

        
        

      

      
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    ARTICLE VI

    


    DISTRIBUTION
      OF BENEFITS

    


    SECTION
      6.01--FORM OF DISTRIBUTION.

    


    
      	 	
              (a)

            	
              Retirement
                Benefits.
                The only form of retirement benefit is
                a single sum payment. 

            


    

    


    (b) Death
      Benefits.
      The
      only form of death benefit is a single sum payment.

    


    SECTION
      6.02--ELECTION PROCEDURES.

    


    The
      Participant shall make any election under this section in writing or electronic
      signature as allowed by regulation and as available. The Plan Administrator
      may
      require such individual to complete and sign any necessary documents as to
      the
      provisions to be made. Any election permitted under (a) below shall be subject
      to the qualified election provisions of (b) below.

    


    (a) Death
      Benefits.
      A
      Participant may elect his Beneficiary.

    


    (b) Qualified
      Election.
      The
      Participant may make an election at any time during the election period. The
      Participant may revoke the election made (or make a new election) at any time
      and any number of times during the election period. An election is effective
      only if it meets the consent requirements below.

    


    
      	 	 	
              (1)

            	
              Election
                Period for Death Benefits.
                A
                Participant may make an election as to death benefits at any time
                before
                he dies.

            


    

    


    (2) Consent
      to Election.
      If the
      Participant’s Vested Account exceeds $1,000, any benefit that is immediately
      distributable requires the consent of the Participant. 

    


    The
      consent of the Participant to a benefit that is immediately distributable must
      not be made before the date the Participant is provided with the notice of
      the
      ability to defer the distribution. Such consent shall be in writing.


    


    Except
      as
      provided in Section 6.03, the consent shall not be made more than 90 days before
      the Benefit Commencement Date. The consent of the Participant shall not be
      required to the extent that a distribution is required to satisfy Code Section
      401(a)(9) or 415. 

    


    In
      addition, upon termination of this Plan, if the Plan does not offer an annuity
      option (purchased from a commercial provider), and if the Employer (or any
      entity within the same Controlled Group) does not maintain another defined
      contribution plan (other than an employee stock ownership plan as defined in
      Code Section 4975(e)(7)), the Participant’s Account balance will, without the
      Participant’s consent, be distributed to the Participant. However, if any entity
      within the same Controlled Group maintains another defined contribution plan
      (other than an employee stock ownership plan as defined in Code Section
      4975(e)(7)) then the Participant’s Account will be transferred, without the
      Participant’s consent, to the other plan if the Participant does not consent to
      an immediate distribution. 

    


    A
      benefit
      is immediately distributable if any part of the benefit could be distributed
      to
      the Participant before the Participant attains the older of Normal Retirement
      Age or age 62. 


    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    


    SECTION
      6.03--NOTICE REQUIREMENTS.

    


    Forms
      of Distribution and Right to Defer.
      The
      Plan Administrator shall furnish to the Participant a written explanation of
      the
      right of the Participant to defer distribution until the benefit is no longer
      immediately distributable. 

    


    The
      Plan
      Administrator shall furnish the written explanation by a method reasonably
      calculated to reach the attention of the Participant no less than 30 days,
      and
      no more than 90 days, before the Benefit Commencement Date. 

    


    However,
      distribution may begin less than 30 days after the notice described in this
      subparagraph is given, provided the Plan Administrator clearly informs the
      Participant that he has a right to a period of at least 30 days after receiving
      the notice to consider the decision of whether or not to elect a distribution
      (and if applicable, a particular distribution option), and the Participant,
      after receiving the notice, affirmatively elects a distribution.

    



    
      
        
          


        

        
        

      

      
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    ARTICLE VII

    


    REQUIRED
      MINIMUM DISTRIBUTIONS

    


    SECTION
      7.01--APPLICATION.

    


    The
      optional forms of distribution are only those provided in Article VI. An
      optional form of distribution shall not be permitted unless it meets the
      requirements of this article. The timing of any distribution must meet the
      requirements of this article. Unless otherwise specified, the provisions of
      this
      article apply to calendar years beginning after December 31,
      2002.

    


    SECTION
      7.02--DEFINITIONS.

    


    For
      purposes of this article, the following terms are defined:

    


    
      	 	
              Designated
                Beneficiary
                means the individual who is designated by the Participant (or the
                Participant’s surviving spouse) as the Beneficiary of the Participant’s
                interest under the Plan and who is the designated beneficiary under
                Code
                Section 401(a)(9) and section 1.401(a)(9)-4 of the
                regulations.

            


    

    


    
      	 	
              Distribution
                Calendar Year
                means a calendar year for which a minimum distribution is required.
                For
                distributions beginning before the Participant's death, the first
                Distribution Calendar Year is the calendar year immediately preceding
                the
                calendar year that contains the Participant's Required Beginning
                Date. For
                distributions beginning after the Participant's death, the first
                Distribution Calendar Year is the calendar year in which distributions
                are
                required to begin under (b)(2) of the REQUIRED MINIMUM DISTRIBUTIONS
                SECTION of this article. The required minimum distribution for the
                Participant’s first Distribution Calendar Year will be made on or before
                the Participant’s Required Beginning Date. The required minimum
                distribution for other Distribution Calendar Years, including the
                required
                minimum distribution for the Distribution Calendar Year in which
                the
                Participant’s Required Beginning Date occurs, will be made on or before
                December 31 of that Distribution Calendar
                Year.

            


    

    


    
      	 	
              5-percent
                Owner
                means a Participant who is treated as a 5-percent Owner for purposes
                of
                this article. A Participant is treated as a 5-percent Owner for purposes
                of this article if such Participant is a 5-percent owner as defined
                in
                Code Section 416 at any time during the Plan Year ending with or
                within
                the calendar year in which such owner attains age 70 1/2.
                

            


    

    


    
      	 	
              Once
                distributions have begun to a 5-percent Owner under this article,
                they
                must continue to be distributed, even if the Participant ceases to
                be a
                5-percent Owner in a subsequent
                year.

            


    

    


    
      	 	
              Life
                Expectancy
                means life expectancy as computed by use of the Single Life Table
                in
                Q&A-1 in section 1.401(a)(9)-9 of the
                regulations.

            


    

    


    
      	 	
              Participant's
                Account Balance
                means the Account balance as of the last Valuation Date in the calendar
                year immediately preceding the Distribution Calendar Year (valuation
                calendar year) increased by the amount of any contributions made
                and
                allocated or forfeitures allocated to the Account as of dates in
                the
                valuation calendar year after the Valuation Date and decreased by
                distributions made in the valuation calendar year after the Valuation
                Date. The Account balance for the valuation calendar year includes
                any
                amounts rolled over or transferred to the Plan either in the valuation
                calendar year or in the Distribution Calendar Year if distributed
                or
                transferred in the valuation calendar
                year.

            


    


    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    


    
      	 	
              Required
                Beginning Date
                means, for a Participant who is a 5-percent Owner, April 1 of the
                calendar year following the calendar year in which he attains age
                70 1/2.

            


    

    


    Required
      Beginning Date means, for any Participant who is not a 5-percent Owner,
      April 1 of the calendar year following the later of the calendar year in
      which he attains age 70 1/2 or the calendar year in which he
      retires.

    


    The
      preretirement age 70 1/2 distribution option is only eliminated with
      respect to Participants who reach age 70 1/2 in or after a calendar year
      that begins after the later of December 31, 1998, or the adoption date of
      the amendment which eliminated such option. The preretirement age 70 1/2
      distribution option is an optional form of benefit under which benefits payable
      in a particular distribution form (including any modifications that may be
      elected after benefits begin) begin at a time during the period that begins
      on
      or after January 1 of the calendar year in which the Participant attains
      age 70 1/2 and ends April 1 of the immediately following calendar
      year.

    


    The
      options available for Participants who are not 5-percent Owners and attained
      age
      70 1/2 in calendar years before the calendar year that begins after the
      later of December 31, 1998, or the adoption date of the amendment which
      eliminated the preretirement age 70 1/2 distribution option shall be the
      following. Any such Participant attaining age 70 1/2 in years after 1995
      may elect by April 1 of the calendar year following the calendar year in
      which he 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
      April 1 of the calendar year following the calendar year in which he retires.
      If
      no such election is made, the Participant shall begin receiving distributions
      by
      April 1 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). Any such Participant attaining
      age 70 1/2 in years prior to 1997 may elect to stop distributions that are
      not purchased annuities and recommence by April 1 of the calendar year
      following the calendar year in which he retires. There shall be a new Annuity
      Starting Date upon recommencement. 

    


    SECTION
      7.03--REQUIRED MINIMUM DISTRIBUTIONS.

    


    (a) General
      Rules.

    


    (1) The
      requirements of this article shall apply to any distribution of a Participant’s
      interest and will take precedence over any inconsistent provisions of this
      Plan.


    


    (2) All
      distributions required under this article shall be determined and made in
      accordance with the regulations under Code Section 401(a)(9) and the minimum
      distribution incidental benefit requirement of Code Section
      401(a)(9)(G).

    


    (b) Time
      and Manner of Distribution.
      

    


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

    


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

    


    
      	 	 	 	
              (i)

            	
              If
                the Participant’s surviving spouse is the Participant’s sole Designated
                Beneficiary, distributions to the surviving spouse will begin by
                December 31 of the calendar year immediately following the calendar
                year in which the Participant died, or by December 31 of the calendar
                year in which the Participant would have attained age 70 1/2, if
                later, except to the extent that an election is made to receive
                distributions in

            


    


    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    


    accordance
      with the 5-year rule. Under the 5-year rule, the Participant’s entire interest
      will be distributed to the Designated Beneficiary by December 31 of the
      calendar year containing the fifth anniversary of the Participant’s
      death.

    


    
      	 	 	 	
              (ii)

            	
              If
                the Participant’s surviving spouse is not the Participant’s sole
                Designated Beneficiary, distributions to the Designated Beneficiary
                will
                begin by December 31 of the calendar year immediately following the
                calendar year in which the Participant died, except to the extent
                that an
                election is made to receive distributions in accordance with the
                5-year
                rule. Under the 5-year rule, the Participant’s entire interest will be
                distributed to the Designated Beneficiary by December 31 of the
                calendar year containing the fifth anniversary of the Participant’s
                death.

            


    

    


    
      	 	 	 	
              (iii)

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

            


    

    


    
      	 	 	 	
              (iv)

            	
              If
                the Participant’s surviving spouse is the Participant’s sole Designated
                Beneficiary and the surviving spouse dies after the Participant but
                before
                distributions to the surviving spouse are required to begin, this
                (b)(2),
                other than (b)(2)(i), will apply as if the surviving spouse were
                the
                Participant.

            


    

    


    For
      purposes of this (b)(2) and (d) below, unless (b)(2)(iv) above applies,
      distributions are considered to begin on the Participant’s Required Beginning
      Date. If (b)(2)(iv) above applies, distributions are considered to begin on
      the
      date distributions are required to begin to the surviving spouse under (b)(2)(i)
      above. If distributions under an annuity purchased from an insurance company
      irrevocably commence to the Participant before the Participant’s Required
      Beginning Date (or to the Participant’s surviving spouse before the date
      distributions are required to begin to the surviving spouse under (b)(2)(i)
      above), the date distributions are considered to begin is the date distributions
      actually commence.

    


    (3) Forms
      of Distribution.
      Unless
      the Participant’s interest is distributed in the form of an annuity purchased
      from an insurance company or in a single sum on or before the Required Beginning
      Date, as of the first Distribution Calendar Year distributions will be made
      in
      accordance with (c) and (d) below. If the Participant’s interest is distributed
      in the form of an annuity purchased from an insurance company, distributions
      thereunder will be made in accordance with the requirements of Code Section
      401(a)(9) and the regulations thereunder.

    


    (c) Required
      Minimum Distributions During Participant’s Lifetime.

    


    (1) Amount
      of Required Minimum Distribution For Each Distribution Calendar
      Year.
      During
      the Participant’s lifetime, the minimum amount that will be distributed for each
      Distribution Calendar Year is the lesser of:

    


    
      	 	 	 	
              (i)

            	
              the
                quotient obtained by dividing the Participant’s Account Balance by the
                distribution period in the Uniform Lifetime Table set forth in Q&A-2
                in section 1.401(a)(9)-9 of the regulations, using the Participant’s age
                as of the Participant’s birthday in the Distribution Calendar Year;
                or

            


    

    


    
      	 	 	 	
              (ii)

            	
              if
                the Participant’s sole Designated Beneficiary for the Distribution
                Calendar Year is the Participant’s spouse, the quotient obtained by
                dividing the Participant’s Account
                Balance

            


    


    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    


    by
      the
      number in the Joint and Last Survivor Table set forth in Q&A-3 in section
      1.401(a)(9)-9 of the regulations, using the Participant’s and spouse’s attained
      ages as of the Participant’s and spouse’s birthdays in the Distribution Calendar
      Year.

    


    (2) Lifetime
      Required Minimum Distributions Continue Through Year of Participant’s
      Death.
      Required minimum distributions will be determined under this (c) beginning
      with
      the first Distribution Calendar Year and continuing up to, and including, the
      Distribution Calendar Year that includes the Participant’s date of
      death.

    


    
      	 	
              (d)

            	
              Required
                Minimum Distributions After Participant’s Death.

            


    

    


    
      	 	 	
              (1)

            	
              Death
                On or After Date Distributions Begin.

            


    

    


    
      	 	 	 	
              (i)

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

            


    

    


    
      	 	 	 	 	
              A.

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

            


    

    


    
      	 	 	 	 	
              B.

            	
              If
                the Participant’s surviving spouse is the Participant’s sole Designated
                Beneficiary, the remaining Life Expectancy of the surviving spouse
                is
                calculated for each Distribution Calendar Year after the year of
                the
                Participant’s death using the surviving spouse’s age as of the spouse’s
                birthday in that year. For Distribution Calendar Years after the
                year of
                the surviving spouse’s death, the remaining Life Expectancy of the
                surviving spouse is calculated using the age of the surviving spouse
                as of
                the spouse’s birthday in the calendar year of the spouse’s death, reduced
                by one for each subsequent calendar
                year.

            


    

    


    
      	 	 	 	 	
              C.

            	
              If
                the Participant’s surviving spouse is not the Participant’s sole
                Designated Beneficiary, the Designated Beneficiary’s remaining Life
                Expectancy is calculated using the age of the Beneficiary in the
                year
                following the year of the Participant’s death, reduced by one for each
                subsequent year.

            


    

    


    
      	 	 	 	
              (ii)

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

            


    

    


    (2) Death
      Before Date Distributions Begin.

    


    
      	 	 	 	
              (i)

            	
              Participant
                Survived by Designated Beneficiary.
                If the Participant dies before the date distributions begin and there
                is a
                Designated Beneficiary, the minimum amount that will be distributed
                for
                each Distribution Calendar Year after the year of the Participant’s death
                is the quotient obtained by dividing the Participant’s Account Balance by
                the

            


    


    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    


    remaining
      Life Expectancy of the Participant’s Designated Beneficiary, determined as
      provided in (d)(1) above, except to the extent that an election is made to
      receive distributions in accordance with the 5-year rule. Under the 5-year
      rule,
      the Participant’s entire interest will be distributed to the Designated
      Beneficiary by December 31 of the calendar year containing the fifth
      anniversary of the Participant’s death.

    


    
      	 	 	 	
              (ii)

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

            


    

    


    
      	 	 	 	
              (iii)

            	
              Death
                of Surviving Spouse Before Distributions to Surviving Spouse Are
                Required
                to Begin.
                If the Participant dies before the date distributions begin, the
                Participant’s surviving spouse is the Participant’s sole Designated
                Beneficiary, and the surviving spouse dies before distributions are
                required to begin to the surviving spouse under (b)(2)(i) above,
                this
                (d)(2) will apply as if the surviving spouse were the
                Participant.

            


    

    


    (e) Election
      of 5-year Rule.
      Participants or Beneficiaries may elect on an individual basis whether the
      5-year rule in (b)(2) and (d)(2) above applies to distributions after the death
      of a Participant who has a Designated Beneficiary. The election must be made
      no
      later than the earlier of September 30 of the calendar year in which the
      distribution would be required to begin under (b)(2) above if no such election
      is made, or by September 30 of the calendar year which contains the fifth
      anniversary of the Participant’s (or, if applicable, surviving spouse’s)
      death.

     

    



    
      
        
          


        

        
        

      

      
        47

        
          

        

      

      
        
        

        
        

      

    



    ARTICLE VIII

    


    TERMINATION
      OF THE PLAN

    


    The
      Employer expects to continue the Plan indefinitely but reserves the right to
      terminate the Plan in whole or in part at any time upon giving written notice
      to
      all parties concerned. Complete discontinuance of Contributions constitutes
      complete termination of the Plan.

    


    The
      Account of each Participant shall be 100% vested and nonforfeitable as of the
      effective date of complete termination of the Plan. The Account of each
      Participant who is included in the group of Participants deemed to be affected
      by the partial termination of the Plan shall be 100% vested and nonforfeitable
      as of the effective date of the partial termination of the Plan. The
      Participant's Vested Account shall continue to participate in the earnings
      credited, expenses charged, and any appreciation or depreciation of the
      Investment Fund until his Vested Account is distributed.

     

    The
      Participant’s entire Vested Account shall be paid in a single sum to the
      Participant as of the effective date of complete termination of the Plan if
      consent of the Participant is not required in the ELECTION PROCEDURES SECTION
      of
      Article VI to distribute a benefit that is immediately distributable. This
      is a
      small amounts payment. The small amounts payment is in full settlement of all
      benefits otherwise payable.

    


    Upon
      complete termination of the Plan, no more Employees shall become Participants
      and no more Contributions shall be made, except as may relate to the operation
      of the Plan prior to the effective time of the termination.

    


    The
      assets of this Plan shall not be paid to the Employer at any time, except that,
      after the satisfaction of all liabilities under the Plan, any assets remaining
      may be paid to the Employer. The payment may not be made if it would contravene
      any provision of law.

    


    



    
      
        
          


        

        
        

      

      
        48

        
          

        

      

      
        
        

        
        

      

    



    ARTICLE IX

    


    ADMINISTRATION
      OF THE PLAN

    


    SECTION
      9.01--ADMINISTRATION.

    


    Subject
      to the provisions of this article, the Plan Administrator has complete control
      of the administration of the Plan. The Plan Administrator has all the powers
      necessary for it to properly carry out its administrative duties. Not in
      limitation, but in amplification of the foregoing, the Plan Administrator has
      complete discretion to construe or interpret the provisions of the Plan,
      including ambiguous provisions, if any, and to determine all questions that
      may
      arise under the Plan, including all questions relating to the eligibility of
      Employees to participate in the Plan and the amount of benefit to which any
      Participant
      or Beneficiary may
      become entitled. The Plan Administrator's decisions upon all matters within
      the
      scope of its authority shall be final.

    


    Unless
      otherwise set out in the Plan or Annuity Contract, the Plan Administrator may
      delegate recordkeeping and other duties which are necessary to assist it with
      the administration of the Plan to any person or firm which agrees to accept
      such
      duties. The Plan Administrator shall be entitled to rely upon all tables,
      valuations, certificates and reports furnished by the consultant or actuary
      appointed by the Plan Administrator and upon all opinions given by any counsel
      selected or approved by the Plan Administrator.

    


    The
      Plan
      Administrator shall receive all claims for benefits by Participants,
former
      Participants and Beneficiaries. The
      Plan
      Administrator shall determine all facts necessary to establish the right of
      any
      Claimant to benefits and the amount of those benefits under the provisions
      of
      the Plan. The Plan Administrator may establish rules and procedures to be
      followed by Claimants in filing claims for benefits, in furnishing and verifying
      proofs necessary to determine age, and in any other matters required to
      administer the Plan.

    


    SECTION
      9.02--EXPENSES.

    


    Expenses
      of the Plan, to the extent that the Employer does not pay such expenses, may
      be
      paid out of the assets of the Plan provided that such payment is consistent
      with
      ERISA. Such expenses include, but are not limited to, expenses for bonding
      required by ERISA; expenses for recordkeeping and other administrative services;
      fees and expenses of the Trustee or Annuity Contract; expenses for investment
      education service; and direct costs that the Employer incurs with respect to
      the
      Plan. Notwithstanding the foregoing, the Plan Administrator may allocate certain
      Plan expenses directly to the Account of the Participant on whose behalf the
      expense was incurred, provided that such allocation bear a reasonable
      relationship to the service furnished or made available to the Participant’s
      Account, and is consistent with the applicable fiduciary provisions of
      ERISA.

    


    SECTION
      9.03--RECORDS.

    


    All
      acts
      and determinations of the Plan Administrator shall be duly recorded. All these
      records, together with other documents necessary for the administration of
      the
      Plan, shall be preserved in the Plan Administrator's custody.

    


    Writing
      (handwriting, typing, printing), photostating, photographing, microfilming,
      magnetic impulse, mechanical or electrical recording, or other forms of data
      compilation shall be acceptable means of keeping records.

    


    SECTION
      9.04--INFORMATION AVAILABLE.

    


    Any
      Participant in the Plan or any Beneficiary may examine copies of the Plan
      description, latest annual report, any bargaining agreement, this Plan, the
      Annuity Contract, or any other instrument under which the Plan was established
      or is operated. The Plan Administrator shall maintain all of the items listed
      in
      this section in its office, or in


    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    


    such
      other place or places as it may designate in order to comply with governmental
      regulations. These items may be examined during reasonable business hours.
      Upon
      the written request of a Participant or Beneficiary receiving benefits under
      the
      Plan, the Plan Administrator shall furnish him with a copy of any of these
      items. The Plan Administrator may make a reasonable charge to the requesting
      person for the copy.

    


    SECTION
      9.05--CLAIM PROCEDURES.

    


    A
      Claimant must submit any necessary forms and needed information when making
      a
      claim for benefits under the Plan.

    


    If
      a
      claim for benefits under the Plan is wholly or partially denied, the Plan
      Administrator shall provide adequate written notice to the Claimant whose claim
      for benefits under the Plan has been denied. The notice must be furnished within
      90 days of the date that the claim is received by the Plan without regard to
      whether all of the information necessary to make a benefit determination is
      received. The Claimant shall be notified in writing within this initial 90-day
      period if special circumstances require an extension of the time needed to
      process the claim. The notice shall indicate the special circumstances requiring
      an extension of time and the date by which the Plan Administrator's decision
      is
      expected to be rendered. In no event shall such extension exceed a period of
      90
      days from the end of the initial 90-day period. 

    


    The
      Plan
      Administrator's notice to the Claimant shall: (i) specify the reason or reasons
      for the denial; (ii) reference the specific Plan provisions on which the denial
      is based; (iii) describe any additional material and information needed for
      the
      Claimant to perfect his claim for benefits; (iv) explain why the material and
      information is needed; and (v) inform the Claimant of the Plan’s appeal
      procedures and the time limits applicable to such procedures, including a
      statement of the Claimant’s right to bring a civil action under ERISA section
      502(a) following an adverse benefit determination on appeal. 

    


    Any
      appeal made by a Claimant must be made in writing to the Plan Administrator
      within 60 days after receipt of the Plan Administrator’s notice of denial of
      benefits. If the Claimant appeals to the Plan Administrator, the Claimant may
      submit written comments, documents, records, and other information relating
      to
      the claim for benefits. The Claimant shall be provided, upon request and free
      of
      charge, reasonable access to, and copies of, all documents, records, and other
      information relevant to the Claimant’s claim for benefits. The Plan
      Administrator shall review the claim taking into account all comments,
      documents, records, and other information submitted by the Claimant relating
      to
      the claim, without regard to whether such information was submitted or
      considered in the initial benefit determination. 

    


    The
      Plan
      Administrator shall provide adequate written notice to the Claimant of the
      Plan’s benefit determination on review. The notice must be furnished within 60
      days of the date that the request for review is received by the Plan without
      regard to whether all of the information necessary to make a benefit
      determination on review is received. The Claimant shall be notified in writing
      within this initial 60-day period if special circumstances require an extension
      of the time needed to process the claim. The notice shall indicate the special
      circumstances requiring an extension of time and the date by which the Plan
      Administrator expects to render the determination on review. In no event shall
      such extension exceed a period of 60 days from the end of the initial 60-day
      period.

    


    In
      the
      event the benefit determination is being made by a committee or board of
      trustees that hold regularly scheduled meetings at least quarterly, the above
      paragraph shall not apply. The benefit determination must be made by the date
      of
      the meeting of the committee or board that immediately follows the Plan’s
      receipt of a request for review, unless the request for review is filed within
      30 days preceding the date of such meeting. In such case, the benefit
      determination must be made by the date of the second meeting following the
      Plan’s receipt of the request for review. The date of the receipt of the request
      for review shall be determined without regard to whether all of the information
      necessary to make a benefit determination on review is received. The Claimant
      shall be notified in writing within this initial period if special circumstances
      require an extension of the time needed to process the claim.
      The


    
      
        
        

      

      
        50

        
          

        

      

      
        
        

      

    


    notice
      shall indicate the special circumstances requiring an extension of time and
      the
      date by which the committee or board expects to render the determination on
      review. In no event shall such benefit determination be made later than the
      third meeting of the committee or board following the Plan’s receipt of the
      request for review. The Plan Administrator shall provide adequate written notice
      to the Claimant of the Plan’s benefit determination on review as soon as
      possible, but not later than five days after the benefit determination is
      made.

    


    If
      the
      claim for benefits is wholly or partially denied on review, the Plan
      Administrator’s notice to the Claimant shall: (i) specify the reason or reasons
      for the denial; (ii) reference the specific Plan provisions on which the denial
      is based; (iii) include a statement that the Claimant is entitled to receive,
      upon request and free of charge, reasonable access to, and copies of, all
      documents, records, and other information relevant to the Claimant’s claim for
      benefits; and (iv) include a statement of the Claimant’s right to bring a civil
      action under ERISA section 502(a). 

    


    A
      Claimant may authorize a representative to act on the Claimant’s behalf with
      respect to a benefit claim or appeal of an adverse benefit determination. Such
      authorization shall be made by completion of a form furnished for that purpose.
      In the absence of any contrary direction from the Claimant, all information
      and
      notifications to which the Claimant is entitled shall be directed to the
      authorized representative. 

    


    The
      Plan
      Administrator shall perform periodic examinations, reviews, or audits of benefit
      claims to determine whether claims determinations are made in accordance with
      the governing Plan documents and, where appropriate, Plan provisions have been
      consistently applied with respect to similarly situated Claimants. 

    


    SECTION
      9.06--DELEGATION OF AUTHORITY.

    


    All
      or
      any part of the administrative duties and responsibilities under this article
      may be delegated by the Plan Administrator to a retirement committee. The duties
      and responsibilities of the retirement committee shall be set out in a separate
      written agreement.

    


    SECTION
      9.07--EXERCISE OF DISCRETIONARY AUTHORITY.

    


    The
      Employer, Plan Administrator, and any other person or entity who has authority
      with respect to the management, administration, or investment of the Plan may
      exercise that authority in its/his full discretion, subject only to the duties
      imposed under ERISA. This discretionary authority includes, but is not limited
      to, the authority to make any and all factual determinations and interpret
      all
      terms and provisions of the Plan documents relevant to the issue under
      consideration. The exercise of authority will be binding upon all persons;
      will
      be given deference in all courts of law to the greatest extent allowed under
      law; and will not be overturned or set aside by any court of law unless found
      to
      be arbitrary and capricious or made in bad faith.

    


    SECTION
      9.08--TRANSACTION PROCESSING.

    


    Transactions
      (including, but not limited to, investment directions, trades, loans, and
      distributions) shall be processed as soon as administratively practicable after
      proper directions are received from the Participant or other parties. No
      guarantee is made by the Plan, Plan Administrator, Trustee, Insurer, or Employer
      that such transactions will be processed on a daily or other basis, and no
      guarantee is made in any respect regarding the processing time of such
      transactions.

    


    Notwithstanding
      any other provision of the Plan, the Employer, the Plan Administrator, or the
      Trustee reserve the right to not value an investment option on any given
      Valuation Date for any reason deemed appropriate by the Employer, the Plan
      Administrator, or the Trustee.

    


    Administrative
      practicality will be determined by legitimate business factors (including,
      but
      not limited to, failure of systems or computer programs, failure of the means
      of
      the transmission of data, force majeure, the failure of a


    
      
        
        

      

      
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    service
      provider to timely receive values or prices, and correction for errors or
      omissions or the errors or omissions of any service provider) and in no event
      will be deemed to be less than 14 days. The processing date of a transaction
      shall be binding for all purposes of the Plan and considered the applicable
      Valuation Date for any transaction.

    


    


    


    



    
      
        
          


          


        

        
        

      

      
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    ARTICLE X

    


    GENERAL
      PROVISIONS

    


    SECTION
      10.01--AMENDMENTS.

    


    The
      Employer may amend this Plan at any time, including any remedial retroactive
      changes (within the time specified by Internal Revenue Service regulations),
      to
      comply with any law or regulation issued by any governmental agency to which
      the
      Plan is subject. 

    


    An
      amendment may not diminish or adversely affect any accrued interest or benefit
      of Participants or their Beneficiaries nor allow reversion or diversion of
      Plan
      assets to the Employer at any time, except as may be required to comply with
      any
      law or regulation issued by any governmental agency to which the Plan is
      subject. 

    


    An
      amendment may not eliminate or reduce a section 411(d)(6) protected benefit,
      as
      defined in Q&A-1 in section 1.411(d)-4 of the regulations, that has already
      accrued, except as provided in 1.411(d)-3 or 1.411(d)-4 of the regulations.
      This
      is generally the case even if such elimination or reduction is contingent upon
      the Employee’s consent. However, the Plan may be amended to eliminate or reduce
      section 411(d)(6) protected benefits with respect to benefits not yet accrued
      as
      of the later of the amendment’s adoption date or the effective date without
      violating Code Section 411(d)(6). Notwithstanding the preceding provisions,
      a
      Participant's Account may be reduced to the extent permitted under Code Section
      412(c)(8).

     

    An
      amendment shall not decrease a Participant's vested interest in the Plan. If
      an
      amendment to the Plan, or a deemed amendment in the case of a change in
      top-heavy status of the Plan as provided in the MODIFICATION OF VESTING
      REQUIREMENTS SECTION of Article XI, changes the computation of the
      percentage used to determine that portion of a Participant's Account
      attributable to Employer Contributions which is nonforfeitable (whether directly
      or indirectly), in the case of an Employee who is a Participant as of the later
      of the date such amendment or change is adopted or the date it becomes
      effective, the nonforfeitable percentage (determined as of such date) of such
      Employee’s right to his Account attributable to Employer Contributions shall not
      be less than his percentage computed under the Plan without regard to such
      amendment or change. Furthermore, each Participant or former
      Participant

    


    (a) who
      has
      completed at least three Years of Service on the date the election period
      described below ends (five Years of Service if the Participant does not have
      at
      least one Hour of Service in a Plan Year beginning after December 31, 1988)
      and

    


    (b) whose
      nonforfeitable percentage will be determined on any date after the date of
      the
      change

    


    may
      elect, during the election period, to have the nonforfeitable percentage of
      his
      Account that results from Employer Contributions determined without regard
      to
      the amendment. This election may not be revoked. If after the Plan is changed,
      the Participant’s nonforfeitable percentage will at all times be as great as it
      would have been if the change had not been made, no election needs to be
      provided. The election period shall begin no later than the date the Plan
      amendment is adopted,
      or deemed adopted in the case of a change in the top-heavy status of the Plan,
      and end no earlier than the 60th day after the latest of the date the amendment
      is adopted (deemed adopted) or becomes effective, or the date the Participant
      is
      issued written notice of the amendment (deemed amendment) by the Employer or
      the
      Plan Administrator.

    


    For
      an
      amendment adopted after August 9, 2006, with respect to a Participant’s
      Account attributable to Employer Contributions accrued as of the later of the
      adoption or effective date of the amendment and earnings, the vested percentage
      of the Participant will be the greater of the vested percentage under the old
      vesting schedule or the vested percentage under the new vesting
      schedule.


    
      
        
        

      

      
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    SECTION
      10.02--DIRECT ROLLOVERS.

    


    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 Plan Administrator, to have any portion
      of
      an Eligible Rollover Distribution paid directly to an Eligible Retirement Plan
      specified by the Distributee in a Direct Rollover.

    


    In
      the
      event of a mandatory distribution of an Eligible Rollover Distribution greater
      than $1,000 in accordance with the small amounts payment provisions of
      Article VIII, if the Participant does not elect to have such distribution
      paid directly to an Eligible Retirement Plan specified by the Participant in
      a
      Direct Rollover or to receive the distribution directly in accordance with
      this
      section, the Plan Administrator will pay the distribution in a Direct Rollover
      to an individual retirement plan designated by the Plan Administrator.


    


    In
      the
      event of any other Eligible Rollover Distribution to a Distributee in accordance
      with the SMALL AMOUNTS SECTION of this article (or which is a small amounts
      payment under Article VIII at complete termination of the Plan), if the
      Distributee does not elect to have such distribution paid directly to an
      Eligible Retirement Plan specified by the Distributee in a Direct Rollover
      or to
      receive the distribution directly, the Plan Administrator will pay the
      distribution to the Distributee. 

    


    A
      mandatory distribution is a distribution to a Participant that is made without
      the Participant’s consent and is made to the Participant before he attains the
      older of age 62 or his Normal Retirement Age. 

    


    SECTION
      10.03--MERGERS AND DIRECT TRANSFERS.

    


    The
      Plan
      may not be merged or consolidated with, nor have its assets or liabilities
      transferred to, any other retirement plan, unless each Participant in this
      Plan
      would (if that plan then terminated) receive a benefit immediately after the
      merger, consolidation, or transfer which is equal to or greater than the benefit
      the Participant would have been entitled to receive immediately before the
      merger, consolidation, or transfer (if this Plan had then terminated). The
      Employer may enter into merger agreements or direct transfer of assets
      agreements with the employers under other retirement plans which are qualifiable
      under Code Section 401(a), including an elective transfer, and may accept the
      direct transfer of plan assets, or may transfer plan assets, as a party to
      any
      such agreement. The Employer shall not consent to, or be a party to a merger,
      consolidation, or transfer of assets with a plan
      which is subject to the survivor annuity requirements of Code Section 401(a)(11)
      if such action would result in a survivor annuity feature
      being maintained under this Plan. The Employer will not transfer any amounts
      attributable to elective deferral contributions, qualified matching
      contributions, and qualified nonelective contributions unless the transferee
      plan provides that the limitations of section 1.401(k)-1(d) of the regulations
      shall apply to such amounts (including post-transfer earnings thereon), unless
      the amounts could have been distributed at the time of the transfer (other
      than
      for hardship), and the transfer is an elective transfer described in
      Q&A-3(b)(1) in section 1.411(d)-4 of the regulations. 

    


    Notwithstanding
      any provision of the Plan to the contrary, to the extent any optional form
      of
      benefit under the Plan permits a distribution prior to the Employee’s
      retirement, death, disability, or Severance from Employment, and prior to plan
      termination, the optional form of benefit is not available with respect to
      benefits attributable to assets (including the post-transfer earnings thereon)
      and liabilities that are transferred, within the meaning of Code Section 414(l),
      to this Plan from a money purchase pension plan qualified under Code Section
      401(a) (other than any portion of those assets and liabilities attributable
      to
      voluntary employee contributions). The limitations of section 1.401(k)-1(d)
      of
      the regulations applicable to elective deferral contributions, qualified
      matching contributions, and qualified nonelective contributions shall continue
      to apply to any amounts attributable to such contributions (including
      post-transfer earnings thereon) transferred to this Plan, unless the amounts
      could have been distributed at the time of the transfer (other than for
      hardship), and the transfer is an elective transfer described in Q&A-3(b)(1)
      in section 1.411(d)-4 of the regulations.


    
      
        
        

      

      
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    The
      Plan
      may accept a direct transfer of plan assets on behalf of an Eligible Employee.
      If the Eligible Employee is not an Active Participant when the transfer is
      made,
      the Eligible Employee shall be deemed to be an Active Participant only for
      the
      purpose of investment and distribution of the transferred assets. Employer
      Contributions shall not be made for or allocated to the Eligible Employee and
      he
      may not make Participant Contributions, until the time he meets all of the
      requirements to become an Active Participant.

    


    The
      Plan
      shall hold, administer, and distribute the transferred assets as a part of
      the
      Plan. The Plan shall maintain a separate account for the benefit of the Employee
      on whose behalf the Plan accepted the transfer in order to reflect the value
      of
      the transferred assets. 

    


    A
      Participant’s section 411(d)(6) protected benefits, as defined in Q&A-1 in
      section 1.411(d)-4 of the regulations, may not be eliminated by reason of
      transfer or any transaction amending a plan or plans to transfer benefits except
      as provided below.

    


    A
      Participant’s section 411(d)(6) protected benefits may be eliminated or reduced
      upon transfer between qualified defined contribution plans if the conditions
      in
      Q&A-3(b)(1) in section 1.411(d)-4 of the regulations are met. The transfer
      must meet all of the other applicable qualification requirements.

    


    A
      Participant’s section 411(d)(6) protected benefits may be eliminated or reduced
      if a transfer is an elective transfer of certain distributable benefits between
      qualified plans (both defined benefit and defined contribution) and the
      conditions in Q&A-3(c)(1) in section 1.411(d)-4 of the regulations are met.
      The rules applicable to distributions under the plan would apply to the
      transfer, but the transfer would not be treated as a distribution for purposes
      of the minimum distribution requirements of Code Section 401(a)(9). Beginning
      January 1, 2002, if the Participant is eligible to receive an immediate
      distribution of his entire nonforfeitable accrued benefit in a single sum
      distribution that would consist entirely of an eligible rollover distribution
      under Code Section 401(a)(31), such transfer will be accomplished as a direct
      rollover under Code Section 401(a)(31).

    


    SECTION
      10.04--PROVISIONS RELATING TO THE INSURER AND OTHER
      PARTIES.

    


    The
      obligations of an Insurer shall be governed solely by the provisions of the
      Annuity
      Contract. The Insurer shall not be required to perform any act not provided
      in
      or contrary to the provisions of the Annuity Contract. Each Annuity Contract
      when purchased shall comply with the Plan. See the CONSTRUCTION SECTION of
      this
      article.

    


    Any
      issuer or distributor of investment contracts or securities is governed solely
      by the terms of its policies, written investment contract, prospectuses,
      security instruments, and any other written agreements entered into with the
      Trustee with regard to such investment contracts or securities.

    


    Such
      Insurer, issuer or distributor is not a party to the Plan, nor bound in any
      way
      by the Plan provisions. Such parties shall not be required to look to the terms
      of this Plan, nor to determine whether the Employer, the Plan Administrator,
      the
      Trustee, or the Named Fiduciary have the authority to act in any particular
      manner or to make any contract or agreement.

    


    Until
      notice of any amendment or termination of this Plan or a change in Trustee
      has
      been received by the Insurer at its home office or an issuer or distributor
      at
      their principal address, they are and shall be fully protected in assuming
      that
      the Plan has not been amended or terminated and in dealing with any party acting
      as Trustee
      according to the latest information which they have received at their home
      office or principal address.

    


    SECTION
      10.05--EMPLOYMENT STATUS.


    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

    


    Nothing
      contained in this Plan gives an Employee the right to be retained in the
      Employer's employ or to interfere with the Employer's right to discharge any
      Employee.

    


    SECTION
      10.06--RIGHTS TO PLAN ASSETS.

    


    An
      Employee shall not have any right to or interest in any assets of the Plan
      upon
      termination of employment or otherwise except as specifically provided under
      this Plan, and then only to the extent of the benefits payable to such Employee
      according to the Plan provisions.

    


    Any
      final
      payment or distribution to a Participant or his legal representative or to
      any
Beneficiaries
      of such Participant under the Plan provisions shall be in full satisfaction
      of
      all claims against the Plan, the Named Fiduciary, the Plan Administrator, the
      Insurer, the
      Trustee, and the Employer arising under or by virtue of the Plan.

    


    SECTION
      10.07--BENEFICIARY.

    


    Each
      Participant may name a Beneficiary to receive any death benefit that may arise
      out of his participation in the Plan. The Participant may change his Beneficiary
      from time to time. Unless a qualified election has been made, for purposes
      of
      distributing any death benefits before the Participant’s Retirement Date, the
      Beneficiary of a Participant who has a spouse shall be the Participant's spouse.
      The Participant's Beneficiary designation and any change of Beneficiary shall
      be
      subject to the provisions of the ELECTION PROCEDURES SECTION of Article VI.


    


    It
      is the
      responsibility of the Participant to give written notice to the Plan
      Administrator of the name of the Beneficiary on a form furnished for that
      purpose. 

    


    With
      the
      Employer’s consent, the Plan Administrator or its delegate may maintain records
      of Beneficiary designations for Participants before their Retirement Dates.
      In
      that event, the written designations made by Participants shall be filed with
      the Plan Administrator. If a Participant dies before his Retirement Date, the
      Plan Administrator shall determine the Beneficiary designation on its records
      for the Participant.

    


    If
      there
      is no Beneficiary named or surviving when a Participant dies, the Participant’s
      Beneficiary whall be in the following priority:

    


    
      	(a)  	
              the
                Participant’s surviving spouse;

            


    

    


    
      	(b)  	
              the
                Participant’s surviving children, including adopted children, in equal
                shares;

            


    

    


    
      	(c)  	
              the
                Participant’s surviving parents, in equal shares;
                or

            


    

    


    
      	(d)  	
              the
                legal representative of the estate of the last to die of the Participant
                and his Beneficiary.

            


    

    


    SECTION
      10.08--NONALIENATION OF BENEFITS.

    


    Benefits
      payable under the Plan are not subject to the claims of any creditor of any
      Participant or Beneficiary. A Participant or Beneficiary does not have any
      rights to alienate, anticipate, commute, pledge, encumber, or assign such
      benefits, except in the case of a loan as provided in the LOANS TO PARTICIPANTS
      SECTION of Article V. The preceding sentences shall also apply to the
      creation, assignment, or recognition of a right to any benefit payable with
      respect to a Participant according to a domestic relations order, unless such
      order is determined by the Plan Administrator to be a qualified domestic
      relations order, as defined in Code Section 414(p), or any domestic relations
      order entered before January 1, 1985. The preceding sentences shall not
      apply to any offset of a Participant’s benefits provided under the Plan against
      an amount the Participant is required to pay the Plan with respect to
      a


    
      
        
        

      

      
        56

        
          

        

      

      
        
        

      

    


    judgment,
      order, or decree issued, or a settlement entered into, on or after
      August 5, 1997, which meets the requirements of Code Sections 401(a)(13)(C)
      or (D).

    


    SECTION
      10.09--CONSTRUCTION.

    


    The
      validity of the Plan or any of its provisions is determined under and construed
      according to Federal law and, to the extent permissible, according to the laws
      of the state in which the Employer has its principal office. In case any
      provision of this Plan is held illegal or invalid for any reason, such
      determination shall not affect the remaining provisions of this Plan, and the
      Plan shall be construed and enforced as if the illegal or invalid provision
      had
      never been included.

    


    In
      the
      event of any conflict between the provisions of the Plan and the terms of any
      Annuity Contract issued hereunder, the provisions of the Plan
      control.

    


    SECTION
      10.10--LEGAL ACTIONS.

    


    No
      person
      employed by the Employer; no Participant, former Participant, or their
      Beneficiaries; nor any other person having or claiming to have an interest
      in
      the Plan is entitled to any notice of process. A final judgment entered in
      any
      such action or proceeding shall be binding and conclusive on all persons having
      or claiming to have an interest in the Plan.

    



    
      
        
        

      

      
        57

        
          

        

      

      
        
        

      

    


    SECTION
      10.11--SMALL AMOUNTS.

    


    If
      consent of the Participant is not required for a benefit that is immediately
      distributable in the ELECTION PROCEDURES SECTION of Article VI, a Participant’s
entire
      Vested Account shall be paid in a single sum as of the earliest of his
      Retirement Date, the date he dies, or the date he has a Severance from
      Employment for any other reason (the date the Employer provides notice to the
      record keeper of the Plan of such event, if later). If a Participant would
      have
      received a distribution under the first sentence of this paragraph but for
      the
      fact that the Participant’s consent was needed to distribute a benefit which is
      immediately distributable, and if at a later time consent would not be needed
      to
      distribute a benefit that is immediately distributable and such Participant
      has
      not again become an Employee, such Vested Account shall be paid in a single
      sum.
      This is a small amounts payment. 

    


    If
      a
      small amounts payment is made as of the date the Participant dies, the small
      amounts payment shall be made to the Participant’s Beneficiary. If a small
      amounts payment is made while the Participant is living, the small amounts
      payment shall be made to the Participant. The small amounts payment is in full
      settlement of all benefits otherwise payable.

    


    No
      other
      small amounts payments shall be made.

    


    SECTION
      10.12--WORD USAGE.

    


    The
      masculine gender, where used in this Plan, shall include the feminine gender
      and
      the singular words, where used in this Plan, shall include the plural, unless
      the context indicates otherwise.

    


    The
      words
“in writing” and “written,” where used in this Plan, shall include any other
      forms, such as voice response or other electronic system, as permitted by any
      governmental agency to which the Plan is subject.

    


    SECTION
      10.13--CHANGE IN SERVICE METHOD.

    


    (a) Change
      of Service Method Under This Plan.
      If this
      Plan is amended to change the method of crediting service from the elapsed
      time
      method to the hours method for any purpose under this Plan, the Employee’s
      service shall be equal to the sum of (1), (2), and (3) below:

    


    (1) The
      number of whole years of service credited to the Employee under the Plan as
      of
      the date the change is effective.

    


    (2) One
      year
      of service for the computation period in which the change is effective if he
      is
      credited with the required number of Hours of Service. If an Employee was
      credited with a fractional part of a year of service as of the date of change
      using the elapsed time method, for the portion of such computation period ending
      on the date of change the Employee will be credited with the greater of his
      actual Hours-of-Service or an equivalent number of Hours-of-Service based on
      the
      fractional part of a year of service credited as of the date of change. The
      Employee shall be credited with 45 Hours-of-Service for each week of service
      in
      such fractional part of a year.

    


    (3) The
      Employee’s service determined under this Plan using the hours method after the
      end of the computation period in which the change in service method was
      effective.

    


    If
      this
      Plan is amended to change the method of crediting service from the hours method
      to the elapsed time method for any purpose under this Plan, the Employee’s
      service shall be equal to the sum of (4), (5), and (6) below:


    
      
        
        

      

      
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    (4) The
      number of whole years of service credited to the Employee under the Plan as
      of
      the beginning of the computation period in which the change in service method
      is
      effective.

    


    (5) The
      greater of (i) the service that would be credited to the Employee for that
      entire computation period using the elapsed time method or (ii) the service
      credited to him under the Plan as of the date the change is
      effective.

    


    (6) The
      Employee’s service determined under this Plan using the elapsed time method
      after the end of the applicable computation period in which the change in
      service method was effective.

    


    (b) Transfers
      Between Plans with Different Service Methods.
      If an
      Employee has been a participant in another plan of the Employer that credited
      service under the elapsed time method for any purpose that under this Plan
      is
      determined using the hours method, then the Employee’s service shall be equal to
      the sum of (1), (2), and (3) below:

    


    (1) The
      number of whole years of service credited to the Employee under the other plan
      as of the date he became an Eligible Employee under this Plan.

    


    (2) One
      year
      of service for the applicable computation period in which he became an Eligible
      Employee if he is credited with the required number of Hours of Service. If
      an
      Employee was credited with a fractional part of a year of service as of the
      date
      he became and Eligible Employee using the elapsed time method, for the portion
      of such computation period ending on the date he became an Eligible Employee
      the
      Employee will be credited with the greater of his actual Hours-of-Service or
      an
      equivalent number of Hours-of-Service based on the fractional part of a year
      of
      service credited as of the date he became an Eligible Employee. The Employee
      shall be credited with 45 Hours-of-Service for each week of service in such
      fractional part of a year. 

    


    (3) The
      Employee’s service determined under this Plan using the hours method after the
      end of the computation period in which he became an Eligible
      Employee.

    


    If
      an
      Employee has been a participant in another plan of the Employer that credited
      service under the hours method for any purpose that under this Plan is
      determined using the elapsed time method, then the Employee’s service shall be
      equal to the sum of (4), (5), and (6) below:

    


    (4) The
      number of whole years of service credited to the Employee under the other plan
      as of the beginning of the computation period under that plan in which he became
      an Eligible Employee under this Plan.

    


    (5) The
      greater of (i) the service that would be credited to the Employee for that
      entire computation period using the elapsed time method or (ii) the service
      credited to him under the other plan as of the date he became an Eligible
      Employee under this Plan.

    


    (6) The
      Employee’s service determined under this Plan using the elapsed time method
      after the end of the applicable computation period under the other plan in
      which
      he became an Eligible Employee.

    


    If
      an
      Employee has been a participant in a Controlled Group member’s plan that
      credited service under a different method than is used in this Plan, in order
      to
      determine entry and vesting, the provisions in (b) above shall apply as though
      the Controlled Group member’s plan was a plan of the Employer.


    
      
        
        

      

      
        59

        
          

        

      

      
        
        

      

    


    Any
      modification of service contained in this Plan shall be applicable to the
      service determined pursuant to this section.

    


    SECTION
      10.14--MILITARY SERVICE.

    


    Notwithstanding
      any provision of this Plan to the contrary, the Plan shall provide
      contributions, benefits, and service credit with respect to qualified military
      service in accordance with Code Section 414(u). Loan
      repayments shall be suspended under this Plan as permitted under Code Section
      414(u).

    


    


    



    
      
        
          


        

        
        

      

      
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    ARTICLE XI

    


    TOP-HEAVY
      PLAN REQUIREMENTS

    


    SECTION
      11.01--APPLICATION.

    


    The
      provisions of this article shall supersede all other provisions in the Plan
      to
      the contrary. The provisions of this article shall apply for purposes of
      determining whether the Plan is a Top-heavy Plan for Plan Years beginning after
      December 31, 2001, and whether the Plan satisfies the minimum benefit
      requirements of Code Section 416(c) for such years. 

    


    For
      the
      purpose of applying the Top-heavy Plan requirements of this article, all members
      of the Controlled Group shall be treated as one Employer. The term Employer,
      as
      used in this article, shall be deemed to include all members of the Controlled
      Group, unless the term as used clearly indicates only the Employer is
      meant.

    


    The
      accrued benefit or account of a participant that results from deductible
      employee contributions shall not be included for any purpose under this
      article.

    


    The
      minimum vesting and contribution provisions of the MODIFICATION OF VESTING
      REQUIREMENTS and MODIFICATION OF CONTRIBUTIONS SECTIONS of this article shall
      not apply to any Employee who is included in a group of Employees covered by
      a
      collective bargaining agreement which the Secretary of Labor finds to be a
      collective bargaining agreement between employee representatives and one or
      more
      employers, including the Employer, if there is evidence that retirement benefits
      were the subject of good faith bargaining between such representatives. For
      this
      purpose, the term "employee representatives" does not include any organization
      more than half of whose members are employees who are owners, officers, or
      executives.

    


    SECTION
      11.02--DEFINITIONS.

    


    For
      purposes of this article the following terms are defined:

    


    Aggregation
      Group
      means:

    


    (a) each
      of
      the Employer's qualified plans in which a Key Employee is a participant during
      the Plan Year containing the Determination Date (regardless of whether the
      plans
      have terminated) or one of the four preceding Plan Years,

    


    (b) each
      of
      the Employer's other qualified plans which allows the plan(s) described in
      (a)
      above to meet the nondiscrimination requirement of Code Section 401(a)(4) or
      the
      minimum coverage requirement of Code Section 410, and

    


    (c) any
      of
      the Employer's other qualified plans not included in (a) or (b) above which
      the
      Employer desires to include as part of the Aggregation Group. Such a qualified
      plan shall be included only if the Aggregation Group would continue to satisfy
      the requirements of Code Sections 401(a)(4) and 410.

    


    The
      plans
      in (a) and (b) above constitute the "required" Aggregation Group. The plans
      in
      (a), (b), and (c) above constitute the "permissive" Aggregation
      Group.

    


    Compensation
      means
      compensation as defined in the CONTRIBUTION LIMITATION SECTION of
      Article III. 


    
      
        
        

      

      
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    Determination
      Date
      means as
      to any plan, for any plan year subsequent to the first plan year, the last
      day
      of the preceding plan year. For the first plan year of the plan, the
      Determination Date is the last day of that year.

    


    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 is:

    


    (a) an
      officer of the Employer having Compensation for the Plan Year greater than
      $130,000 (as adjusted under Code Section 416(i)(1) for Plan Years beginning
      after December 31, 2002),

    


    (b) a
      5-percent owner of the Employer, or

    


    (c) a
      1-percent owner of the Employer having Compensation for the Plan Year of more
      than $150,000.

    


    The
      determination of who is a Key Employee shall be made according to Code Section
      416(i)(1) and the applicable regulations and other guidance of general
      applicability issued thereunder.

    


    Nonkey
      Employee
      means
      any Employee who is not a Key Employee.

    


    Top-heavy
      Plan
      means a
      plan that is top-heavy for any plan year. This Plan shall be top-heavy if any
      of
      the following conditions exist:

    


    (a) The
      Top-heavy Ratio for this Plan exceeds 60 percent and this Plan is not part
      of
      any required Aggregation Group or permissive Aggregation Group.

    


    (b) This
      Plan
      is a part of a required Aggregation Group, but not part of a permissive
      Aggregation Group, and the Top-heavy Ratio for the required Aggregation Group
      exceeds 60 percent.

    


    (c) This
      Plan
      is a part of a required Aggregation Group and part of a permissive Aggregation
      Group and the Top-heavy Ratio for the permissive Aggregation Group exceeds
      60
      percent.

    


    Top-heavy
      Ratio
      means:

    


    (a) If
      the
      Employer maintains one or more defined contribution plans (including any
      simplified employee pension plan) and the Employer has not maintained any
      defined benefit plan which during the five-year period ending on the
      Determination Date(s) has or has had accrued benefits, the Top-heavy Ratio
      for
      this Plan alone or for the required or permissive Aggregation Group, as
      appropriate, is a fraction, the numerator of which is the sum of the account
      balances of all Key Employees as of the Determination Date(s) (including any
      part of any account balance distributed in the one-year period ending on the
      Determination Date(s) and distributions under a terminated plan which if it
      had
      not been terminated would have been required to be included in the Aggregation
      Group), and the denominator of which is the sum of all account balances
      (including any part of any account balance distributed in the one-year period
      ending on the Determination Date(s) and distributions under a terminated plan
      which if it had not been terminated would have been required to be included
      in
      the Aggregation Group), both computed in accordance with Code Section 416 and
      the regulations thereunder. In the case of a distribution made for a reason
      other than Severance from Employment, death, or disability, this provision
      shall
      be applied by substituting “five-year period” for “one-year period.” Both the
      numerator and denominator of the Top-heavy Ratio are increased to reflect any
      contribution not actually made as of the Determination Date, but which is
      required to be taken into account on that date under Code Section 416 and the
      regulations thereunder.


    
      
        
        

      

      
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    (b) If
      the
      Employer maintains one or more defined contribution plans (including any
      simplified employee pension plan) and the Employer maintains or has maintained
      one or more defined benefit plans which during the five-year period ending
      on
      the Determination Date(s) has or has had accrued benefits, the Top-heavy Ratio
      for any required or permissive Aggregation Group, as appropriate, is a fraction,
      the numerator of which is the sum of the account balances under the aggregated
      defined contribution plan or plans of all Key Employees determined in accordance
      with (a) above, and the present value of accrued benefits under the aggregated
      defined benefit plan or plans for all Key Employees as of the Determination
      Date(s), and the denominator of which is the sum of the account balances under
      the aggregated defined contribution plan or plans for all participants,
      determined in accordance with (a) above, and the present value of accrued
      benefits under the defined benefit plan or plans for all participants as of
      the
      Determination Date(s), all determined in accordance with Code Section 416 and
      the regulations thereunder. The accrued benefits under a defined benefit plan
      in
      both the numerator and denominator of the Top-heavy Ratio are increased for
      any
      distribution of an accrued benefit made in the one-year period ending on the
      Determination Date (and distributions under a terminated plan which if it had
      not been terminated would have been required to be included in the Aggregation
      Group). In the case of a distribution made for a reason other than Severance
      from Employment, death, or disability, this provision shall be applied by
      substituting “five-year period” for “one-year period.” 

    


    (c) For
      purposes of (a) and (b) above, the value of account balances and the present
      value of accrued benefits will be determined as of the most recent Valuation
      Date that falls within or ends with the 12-month period ending on the
      Determination Date, except as provided in Code Section 416 and the regulations
      thereunder for the first and second plan years of a defined benefit plan. The
      account balances and accrued benefits of a participant (i) who is not a Key
      Employee but who was a Key Employee in a prior year or (ii) who has not been
      credited with at least one hour of service with any employer maintaining the
      plan at any time during the one-year period ending on the Determination Date
      will be disregarded. The calculation of the Top-heavy Ratio and the extent
      to
      which distributions, rollovers, and transfers are taken into account will be
      made in accordance with Code Section 416 and the regulations thereunder.
      Deductible employee contributions will not be taken into account for purposes
      of
      computing the Top-heavy Ratio. When aggregating plans, the value of account
      balances and accrued benefits will be calculated with reference to the
      Determination Dates that fall within the same calendar year.

    


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

    


    SECTION
      11.03--MODIFICATION OF VESTING REQUIREMENTS.

    


    A
      Participant's nonforfeitable percentage is 100%. Such percentage is at all
      times
      at least as great as the nonforfeitable percentage required to satisfy the
      requirements of Code Section 416.

    


    The
      part
      of the Participant's Vested Account resulting from the minimum contributions
      required pursuant to the MODIFICATION OF CONTRIBUTIONS SECTION of this article
      (to the extent required to be nonforfeitable under Code Section 416(b)) may
      not
      be forfeited under Code Section 411(a)(3)(B) or (D).

    


    SECTION
      11.04--MODIFICATION OF CONTRIBUTIONS.

    


    During
      any Plan Year in which this Plan is a Top-heavy Plan, the Employer shall make
      a
      minimum contribution as of the last day of the Plan Year for each Nonkey
      Employee who is an Employee on the last day of the Plan Year and who was an
      Active Participant at any time during the Plan Year. A Nonkey Employee is not
      required to have a


    
      
        
        

      

      
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    minimum
      number of Hours of Service or minimum amount of Compensation in order to be
      entitled to this minimum. A Nonkey Employee who fails to be an Active
      Participant merely because his Compensation is less than a stated amount or
      merely because of a failure to make mandatory participant contributions or,
      in
      the case of a cash or deferred arrangement, elective contributions shall be
      treated as if he were an Active Participant. The minimum is the lesser of (a)
      or
      (b) below:

    


    (a) 3
      percent
      of such person's Compensation for such Plan Year.

    


    (b) The
      "highest percentage" of Compensation for such Plan Year at which the Employer's
      Contributions are made for or allocated to any Key Employee. The highest
      percentage shall be determined by dividing the Employer Contributions made
      for
      or allocated to each Key Employee during the Plan Year by the amount of his
      Compensation for such Plan Year, and selecting the greatest quotient (expressed
      as a percentage). To determine the highest percentage, all of the Employer's
      defined contribution plans within the Aggregation Group shall be treated as
      one
      plan. The minimum shall be the amount in (a) above if this Plan and a defined
      benefit plan of the Employer are required to be included in the Aggregation
      Group and this Plan enables the defined benefit plan to meet the requirements
      of
      Code Section 401(a)(4) or 410.

    


    For
      purposes of (a) and (b) above, Compensation shall be limited by Code Section
      401(a)(17).

    


    If
      the
      Employer's contributions and allocations otherwise required under the defined
      contribution plan(s) are at least equal to the minimum above, no additional
      contribution shall be required. If the Employer's total contributions and
      allocations are less than the minimum above, the Employer shall contribute
      the
      difference for the Plan Year.

    


    The
      minimum contribution applies to all of the Employer's defined contribution
      plans
      in the aggregate which are Top-heavy Plans. A minimum contribution under a
      profit sharing plan shall be made without regard to whether or not the Employer
      has profits.

    


    If
      a
      person who is otherwise entitled to a minimum contribution above is also covered
      under another defined contribution plan of the Employer’s which is a Top-heavy
      Plan during that same Plan Year, any additional contribution required to meet
      the minimum above shall be provided in this Plan.

    


    If
      a
      person who is otherwise entitled to a minimum contribution above is also covered
      under a defined benefit plan of the Employer's that is a Top-heavy Plan during
      that same Plan Year, the minimum benefits for him shall not be duplicated.
      The
      defined benefit plan shall provide an annual benefit for him on, or adjusted
      to,
      a straight life basis equal to the lesser of:

    


    (c) 2
      percent
      of his average compensation multiplied by his years of service, or 

    


    (d) 20
      percent of his average compensation. 

    


    Average
      compensation and years of service shall have the meaning set forth in such
      defined benefit plan for this purpose. 

    


    For
      purposes of this section, any employer contribution made according to a salary
      reduction or similar arrangement shall not apply in determining if the minimum
      contribution requirement has been met, but shall apply in determining the
      minimum contribution required. Matching contributions, as defined in Code
      Section 401(m), shall be taken into account for purposes of satisfying the
      minimum contribution requirements of Code Section 416(c)(2) and the Plan.
      Matching contributions that are used to satisfy the minimum contribution
      requirements shall be treated as matching contributions for purposes of the
      actual contribution percentage test and other requirements of Code Section
      401(m). 


    
      
        
        

      

      
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    The
      requirements of this section shall be met without regard to any Social Security
      contribution.

    


    



    
      
        
          


        

        
        

      

      
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    By
      executing this Plan, the Primary Employer acknowledges having counseled to
      the
      extent necessary with selected legal and tax advisors regarding the Plan's
      legal
      and tax implications.

    


    


    Executed
      this __________ day of _______________________________________,
      _________.

    


    


    CAPITOL
      FEDERAL FINANCIAL

    


    


    By: _________________________________________

    


    


    _________________________________________

    Title

    


    Defined
      Contribution Plan CL2006

    


    


    
      
        
        

      

      
        66