Unassociated Document


    
       

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      CAPITOL
        FEDERAL
        FINANCIAL

      EMPLOYEE
        STOCK OWNERSHIP
        PLAN

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      Originally
        Effective October 1,
        1998

      Amended
        and Restated Effective
        October 1, 2007

      



      
        
          i

        

        
          
          

          
            

          

        

        
          
          

        

      


      CAPITOL
        FEDERAL FINANCIAL

      EMPLOYEE
        STOCK OWNERSHIP PLAN

      TABLE
        OF
        CONTENTS

      
        	
                PREAMBLE

              	 	
                5

              
	 	 	 
	
                ARTICLE
                  I

              	
                DEFINITION
                  OF TERMS AND CONSTRUCTION

              	
                2

              
	 	 	 
	
                1.1

              	
                Definitions

              	
                2

              
	
                (a)

              	
                Account

              	
                2

              
	
                (b)

              	
                Act

              	
                2

              
	
                (c)

              	
                Administrator

              	
                2

              
	
                (d)

              	
                Annual
                  Additions

              	
                2

              
	
                (e)

              	
                Authorized
                  Leave of Absence

              	
                2

              
	
                (f)

              	
                Beneficiary

              	
                2

              
	
                (g)

              	
                Board
                  of Directors

              	
                2

              
	
                (h)

              	
                Break

              	
                2

              
	
                (i)

              	
                Code

              	
                3

              
	
                (j)

              	
                Compensation

              	
                3

              
	
                (k)

              	
                Date
                  of Hire

              	
                4

              
	
                (l)

              	
                Disability

              	
                4

              
	
                (m)

              	
                Disability
                  Retirement Date

              	
                4

              
	
                (n)

              	
                Early
                  Retirement Date

              	
                4

              
	
                (o)

              	
                Effective
                  Date

              	
                4

              
	
                (p)

              	
                Eligibility
                  Period

              	
                4

              
	
                (q)

              	
                Employee

              	
                4

              
	
                (r)

              	
                Employee
                  Stock Ownership Account

              	
                4

              
	
                (s)

              	
                Employee
                  Stock Ownership Contribution

              	
                4

              
	
                (t)

              	
                Employee
                  Stock Ownership Suspense Account

              	
                4

              
	
                (u)

              	
                Employer

              	
                4

              
	
                (v)

              	
                Employer
                  Securities

              	
                4

              
	
                (w)

              	
                Entry
                  Date

              	
                5

              
	
                (x)

              	
                Exempt
                  Loan

              	
                5

              
	
                (y)

              	
                Exempt
                  Loan Suspense Account

              	
                5

              
	
                (z)

              	
                Financed
                  Shares

              	
                5

              
	
                (aa)

              	
                Former
                  Participant

              	
                5

              
	
                (bb)

              	
                Fund

              	
                5

              
	
                (cc)

              	
                Hour
                  of Service

              	
                5

              
	
                (dd)

              	
                Investment
                  Adjustments

              	
                6

              
	
                (ee)

              	
                Limitation
                  Year

              	
                6

              
	
                (ff)

              	
                Normal
                  Retirement Date

              	
                6

              
	
                (gg)

              	
                Participant

              	
                6

              
	
                (hh)

              	
                Plan

              	
                6

              
	
                (ii)

              	
                Plan
                  Year

              	
                6

              
	
                (jj)

              	
                Qualified
                  Domestic Relations Order

              	
                6

              
	
                (kk)

              	
                Related
                  Employer

              	
                6

              
	
                (ll)

              	
                Retirement

              	
                6

              
	
                (mm)

              	
                   Service

              	
                7

              
	
                (nn)

              	
                Sponsor

              	
                7

              
	
                (oo)

              	
                Trust
                  Agreement

              	
                7

              
	
                (pp)

              	
                Trustee

              	
                7

              
	
                (qq)

              	
                Valuation
                  Date

              	
                7

              
	
                (rr)

              	
                Year
                  of Eligibility Service

              	
                7

              
	
                (ss)

              	
                Year
                  of Vesting Service

              	
                7

              


      

      



      
        
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                1.2

              	
                Plurals
                  and Gender

              	
                7

              
	
                1.3

              	
                Incorporation
                  of Trust Agreement

              	
                7

              
	
                1.4

              	
                Headings

              	
                7

              
	
                1.5

              	
                Severability

              	
                7

              
	
                1.6

              	
                References
                  to Governmental Regulations

              	
                7

              
	
                1.7

              	
                Notices

              	
                7

              
	
                1.8

              	
                Evidence

              	
                8

              
	
                1.9

              	
                Action
                  by Employer

              	
                8

              
	 	 	 
	
                ARTICLE
                  II

              	
                PARTICIPATION

              	
                9

              
	
                2.1

              	
                Commencement
                  of Participation

              	
                9

              
	
                2.2

              	
                Termination
                  of Participation

              	
                9

              
	
                2.3

              	
                Resumption
                  of Participation

              	
                9

              
	
                2.4

              	
                Determination
                  of Eligibility

              	
                9

              
	
                2.5

              	
                Restricted
                  Participation

              	
                9

              
	 	 	 
	
                ARTICLE
                  III

              	
                CREDITED
                  SERVICE

              	
                10

              
	
                3.1

              	
                Service
                  Counted for Eligibility Purposes

              	
                10

              
	
                3.2

              	
                Service
                  Counted for Vesting Purposes

              	
                10

              
	
                3.3

              	
                Credit
                  for Pre-Break Service

              	
                10

              
	
                3.4

              	
                Service
                  Credit During Authorized Leaves

              	
                10

              
	
                3.5

              	
                Service
                  Credit During Maternity or Paternity Leave

              	
                10

              
	
                3.6

              	
                Ineligible
                  Employees

              	
                11

              
	 	 	 
	
                ARTICLE
                  IV

              	
                CONTRIBUTIONS

              	
                12

              
	
                4.1

              	
                Employee
                  Stock Ownership Contribution

              	
                12

              
	
                4.2

              	
                Time
                  and Manner of Employee Stock Ownership Contribution

              	
                12

              
	
                4.3

              	
                Records
                  of Contributions

              	
                13

              
	
                4.4

              	
                Erroneous
                  Contributions

              	
                13

              
	 	 	 
	
                ARTICLE
                  V

              	
                ACCOUNTS,
                  ALLOCATIONS AND INVESTMENTS

              	
                14

              
	
                5.1

              	
                Establishment
                  of Separate Participant Accounts

              	
                14

              
	
                5.2

              	
                Establishment
                  of Suspense Accounts

              	
                14

              
	
                5.3

              	
                Allocation
                  of Earnings, Losses and Expenses

              	
                15

              
	
                5.4

              	
                Application
                  of Forfeitures

              	
                15

              
	
                5.5

              	
                Allocation
                  of Employee Stock Ownership Contribution

              	
                15

              
	
                5.6

              	
                Limitation
                  on Annual Additions

              	
                15

              
	
                5.7

              	
                Erroneous
                  Allocations

              	
                16

              
	
                5.8

              	
                Value
                  of Participant's Account

              	
                16

              
	
                5.9

              	
                Investment
                  of Account Balances

              	
                16

              
	 	 	 
	
                ARTICLE
                  VI

              	
                RETIREMENT,
                  DEATH AND DESIGNATION OF BENEFICIARY

              	
                17

              
	
                6.1

              	
                Normal
                  Retirement

              	
                17

              
	
                6.2

              	
                Early
                  Retirement

              	
                17

              
	
                6.3

              	
                Disability
                  Retirement

              	
                17

              
	
                6.4

              	
                Death
                  Benefits

              	
                17

              
	
                6.5

              	
                Designation
                  of Beneficiary and Manner of Payment

              	
                17

              
	 	 	 
	
                ARTICLE
                  VII

              	
                VESTING
                  AND FORFEITURES

              	
                19

              
	
                7.1

              	
                Vesting
                  on Death, Disability and Normal Retirement

              	
                19

              
	
                7.2

              	
                Vesting
                  on Termination of Participation

              	
                19

              
	
                7.3

              	
                Disposition
                  of Forfeitures

              	
                19

              
	 	 	 
	
                ARTICLE
                  VIII

              	
                EMPLOYEE
                  STOCK OWNERSHIP PROVISIONS

              	
                20

              
	
                8.1

              	
                Right
                  to Demand Employer Securities

              	
                20

              
	
                8.2

              	
                Voting
                  Rights; Tendering Shares

              	
                20

              
	
                8.3

              	
                Nondiscrimination
                  in Employee Stock Ownership Contribution

              	
                21

              
	
                8.4

              	
                Dividends

              	
                21

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	
                8.5

              	
                Exempt
                  Loans

              	
                23

              
	
                8.6

              	
                Exempt
                  Loan Payments

              	
                23

              
	
                8.7

              	
                Put
                  Option

              	
                24

              
	
                8.8

              	
                Diversification
                  Requirements

              	
                25

              
	
                8.9

              	
                Independent
                  Appraiser

              	
                25

              
	 	 	 
	
                ARTICLE
                  IX

              	
                PAYMENTS
                  AND DISTRIBUTIONS

              	
                26

              
	
                9.1

              	
                Payments
                  on Termination of Service - In General

              	
                26

              
	
                9.2

              	
                Commencement
                  of Payments

              	
                26

              
	
                9.3

              	
                Mandatory
                  Commencement of Benefits

              	
                26

              
	
                9.4

              	
                Required
                  Beginning Dates

              	
                29

              
	
                9.5

              	
                Form
                  of Payment

              	
                29

              
	
                9.6

              	
                Payments
                  Upon Termination of Plan

              	
                29

              
	
                9.7

              	
                Distributions
                  Pursuant to Qualified Domestic Relations Orders

              	
                30

              
	
                9.8

              	
                Cash-Out
                  Distributions

              	
                30

              
	
                9.9

              	
                ESOP
                  Distribution Rules

              	
                31

              
	
                9.1

              	
                Direct
                  Rollover

              	
                31

              
	
                9.11

              	
                Waiver
                  of 30-day Notice

              	
                32

              
	
                9.12

              	
                Re-employed
                  Veterans

              	
                32

              
	
                9.13

              	
                Share
                  Legend

              	
                32

              
	
                9.14.

              	
                Power
                  to Reduce Benefit

              	
                32

              
	 	 	 
	
                ARTICLE
                  X

              	
                PROVISIONS
                  RELATING TO TOP-HEAVY PLANS

              	
                33

              
	
                10.1

              	
                Top-Heavy
                  Rules to Control

              	
                33

              
	
                10.2

              	
                Top-Heavy
                  Plan Definitions

              	
                33

              
	
                10.3

              	
                Calculation
                  of Accrued Benefits

              	
                33

              
	
                10.4

              	
                Determination
                  of Top-Heavy Status

              	
                35

              
	
                10.5

              	
                Minimum
                  Contribution

              	
                35

              
	
                10.6

              	
                Vesting

              	
                36

              
	 	 	 
	
                ARTICLE
                  XI

              	
                ADMINISTRATION

              	
                37

              
	
                11.1

              	
                Appointment
                  of Administrator

              	
                37

              
	
                11.2

              	
                Resignation
                  or Removal of Administrator

              	
                37

              
	
                11.3

              	
                Appointment
                  of Successors:  Terms of Office, Etc.

              	
                37

              
	
                11.4

              	
                Powers
                  and Duties of Administrator

              	
                37

              
	
                11.5

              	
                Action
                  by Administrator

              	
                38

              
	
                11.6

              	
                Participation
                  by Administrator

              	
                38

              
	
                11.7

              	
                Agents

              	
                38

              
	
                11.8

              	
                Allocation
                  of Duties

              	
                39

              
	
                11.9

              	
                Delegation
                  of Duties

              	
                39

              
	
                11.1

              	
                Administrator's
                  Action Conclusive

              	
                39

              
	
                11.11

              	
                Compensation
                  and Expenses of Administrator

              	
                39

              
	
                11.12

              	
                Records
                  and Reports

              	
                39

              
	
                11.13

              	
                Reports
                  of Fund Open to Participants

              	
                39

              
	
                11.14

              	
                Named
                  Fiduciary

              	
                39

              
	
                11.15

              	
                Information
                  from Employer

              	
                40

              
	
                11.16

              	
                Responsibilities
                  of Directors

              	
                40

              
	
                11.17

              	
                Liability
                  and Indemnification

              	
                40

              
	 	 	 
	
                ARTICLE
                  XII

              	
                CLAIMS
                  PROCEDURE

              	
                41

              
	
                12.1

              	
                Notice
                  of Denial

              	
                41

              
	
                12.2

              	
                Right
                  to Reconsideration

              	
                41

              
	
                12.3

              	
                Review
                  of Documents

              	
                41

              
	
                12.4

              	
                Decision
                  by Administrator

              	
                41

              
	
                12.5

              	
                Notice
                  by Administrator

              	
                41

              
	
                12.6

              	
                Special
                  Claims Procedures

              	
                41

              


      

      


      
        
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                ARTICLE
                  XIII

              	
                AMENDMENTS,
                  TERMINATION AND MERGER

              	
                43

              
	
                13.1

              	
                Amendments

              	
                43

              
	
                13.2

              	
                Effect
                  of Change In Control

              	
                43

              
	
                13.3

              	
                Consolidation
                  or Merger of Trust

              	
                44

              
	
                13.4

              	
                Bankruptcy
                  or Insolvency of Employer

              	
                44

              
	
                13.5

              	
                Voluntary
                  Termination

              	
                45

              
	
                13.6

              	
                Partial
                  Termination of Plan or Permanent Discontinuance of
                  Contributions

              	
                45

              
	 	 	 
	
                ARTICLE
                  XIV

              	
                MISCELLANEOUS

              	
                46

              
	
                14.1

              	
                No
                  Diversion of Funds

              	
                46

              
	
                14.2

              	
                Liability
                  Limited

              	
                46

              
	
                14.3

              	
                Facility
                  of Payment

              	
                46

              
	
                14.4

              	
                Spendthrift
                  Clause

              	
                46

              
	
                14.5

              	
                Benefits
                  Limited to Fund

              	
                46

              
	
                14.6

              	
                Cooperation
                  of Parties

              	
                46

              
	
                14.7

              	
                Payments
                  Due Missing Persons

              	
                47

              
	
                14.8

              	
                Governing
                  Law

              	
                47

              
	
                14.9

              	
                Nonguarantee
                  of Employment

              	
                47

              
	
                14.1

              	
                Counsel

              	
                47

              
	
                14.11

              	
                Purposes

              	
                47

              
	
                14.12

              	
                Invalidity

              	
                47

              
	 	 	 
	
                ARTICLE
                  XVI

              	
                TRUST
                  PROVISIONS

              	
                48

              
	
                15.1

              	
                Contributions

              	
                48

              
	
                15.2

              	
                Information
                  and Data to be Furnished the Trustee

              	
                48

              
	
                15.3

              	
                Trust
                  Fund and Accounts

              	
                48

              
	
                15.4

              	
                Duties
                  and Powers of the Trustee

              	
                49

              
	
                15.5

              	
                Resignation
                  or Removal of the Trustee

              	
                53

              
	
                15.6

              	
                Continuance
                  and Termination of this Agreement

              	
                54

              
	
                15.7

              	
                Miscellaneous

              	
                54

              


      


      
        
          
          

        

        
          iv

          
            

          

        

        
          
          

        

      

      CAPITOL
        FEDERAL FINANCIAL

      EMPLOYEE
        STOCK OWNERSHIP PLAN

       

      PREAMBLE

      


      THIS
        PLAN AND TRUST AGREEMENT, made and
        entered into this 4th day of September, 2007, by and between Capitol Federal
        Financial, a federally-chartered corporation (hereinafter referred to as
        “Sponsor” or “Employer”) and Principal Financial Group (hereinafter
        referred to as “Trustee”), is to witnesseth that:

      


      WHEREAS,
        effective as of October 1,
        1998, Capitol Federal Financial, adopted the Capitol Federal Financial Employee
        Stock Ownership Plan (“Plan”) in order to enable Participants to share in the
        growth and prosperity of the Sponsor and its wholly owned subsidiary, Capitol
        Federal Savings Bank, and to provide Participants with an opportunity to
        accumulate capital for their future economic security by accumulating funds
        to
        provide retirement, death and disability benefits; and

      


      WHEREAS,  the
        Plan is a stock
        bonus plan, designed to meet the applicable requirements of Code Section
        409,
        and an employee stock ownership plan, designed to meet the applicable
        requirements of Code Section 4975(e)(7) and Act Section 407(d)(6);
        and

      


      WHEREAS,
        the Plan is intended to invest
        primarily in “qualifying employer securities” as defined in Code Section
        4975(e)(8); and

      


      WHEREAS,
        The Sponsor intends that the
        Plan will qualify under Code Sections 401(a) and 501(a) and will comply with
        such provisions; and

      


      WHEREAS,
        the Plan has been amended and
        restated from time to time to comply with various legislation affecting
        tax-qualified plans; and

      


      WHEREAS,
        the Plan is hereby being
        amended to comply with the applicable provisions of the Pension Protection
        Act
        of 2006; and

      


      WHEREAS,
        the Sponsor's Board of
        Directors has resolved to adopt, continue, sponsor, and maintain the Plan
        for
        the benefit of eligible employees; and

      


      WHEREAS,
        the Sponsor wishes to include
        the Plan terms within the provisions of a trust document consistent with
        the
        Sponsor's practice with its other pension benefit plan; and

      


      NOW,
        THEREFORE, in consideration of the
        foregoing premises, effective October 1, 2007, except to the extent a different
        effective date is prescribed by applicable pension legislation, or except
        to the
        extent a particular Plan section specifies a different effective date, the
        parties agree through this instrument to continue an existing plan
        and  trust relationship and, through this instrument, the sponsor
        amends, restates, continues, adopts and agrees to maintain that certain stock
        bonus plan and employee stock ownership plan qualified under Code Section
        401(a)
        and 4975(e)(7) and Treas. Reg. §1.401-1(b)(1)(iii) known as the “Capitol Federal
        Financial Employee Stock Ownership Plan” in accordance with the provisions set
        forth herein.  Notwithstanding the foregoing, the rights of any person
        (including such person's beneficiaries) who terminated employment or who
        retired
        on or before any effective date, or the effective date of a particular
        amendment, shall be determined solely under the terms of this Plan as in
        effect
        on the date of his termination of employment or retirement, unless such person
        is thereafter reemployed and again becomes a participant.

      


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      ARTICLE
        I

      DEFINITION
        OF TERMS AND CONSTRUCTION

      


      1.1           Definitions.

      


      Unless
        a different meaning is plainly
        implied by the context, the following terms as used in this Plan shall have
        the
        following meanings:

      


      (a)           "Account"
        shall mean a Participant's or Former Participant's entire accrued benefit
        under
        the Plan, including the balance credited to his Employee Stock Ownership
        Account
        and any other account described in Section 5.1.

      


      (b)           "Act"
        shall mean the Employee Retirement Income Security Act of 1974, as amended
        from
        time to time, or any successor statute, together with the applicable regulations
        promulgated thereunder.

      


      (c)           "Administrator"
        shall mean the fiduciary provided for in Article XI.

      


      (d)           "Annual
        Additions" shall mean, with respect to each Participant, the sum of those
        amounts allocated to the Participant's Account under this Plan and accounts
        under any other qualified defined contribution plan to which the Employer
        or a
        Related Employer contributes for any Limitation Year, consisting of the
        following:

      


      (1)  Employer
        contributions;

      


      (2)  Forfeitures;
        and

      


      (3)  Employee
        contributions
        (if any).

      


      Annual
        Additions shall not include any Investment Adjustment.  Annual
        Additions also shall not include employer contributions which are used by
        the
        Trust to pay interest on an Exempt Loan nor any forfeitures of Employer
        Securities purchased with the proceeds of an Exempt Loan, provided that not
        more
        than one-third of the employer contributions are allocated to Participants
        who
        are among the group of employees deemed "highly compensated employees" within
        the meaning of Code Section 414(q), as further described in Section
        8.3.  Annual Additions also shall not include any other amounts not
        considered annual additions pursuant Treasury Regulations issued under Code
        Section 415.

      


      (e)           "Authorized
        Leave of Absence" shall mean an absence from Service with respect to which
        the Employee may or may not be entitled to Compensation and which meets any
        one
        of the following requirements:

      


      (1)           
        Service in any of the armed forces of the United States for up to 36 months,
        provided that the Employee resumes Service within 90 days after discharge,
        or
        such longer period of time during which such Employee's employment rights
        are
        protected by law; or

      


      (2)           Any
        other absence or leave expressly approved and granted by the
        Employer.  In approving such leaves of absence, the Employer shall
        treat all Employees on a uniform and nondiscriminatory basis.

      


      (f)           "Beneficiary"
        shall mean such legal or natural persons, who may be designated contingently
        or
        successively, as may be designated by the Participant pursuant to Section
        6.5 to
        receive benefits after the death of the Participant, or in the absence of
        a
        valid designation, such persons specified in Section 6.5(b) to receive benefits
        after the death of the Participant.

      


      (g)           "Board
        of Directors" shall mean the Board of Directors of the Sponsor.

      


      (h)           "Break"
        shall mean a Plan Year during which an Employee fails to complete more than
        500
        Hours of Service.


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      


      


      (i)           "Code"
        shall mean the Internal Revenue Code of 1986, as amended from time to time,
        or
        any successor statute, together with the applicable regulations promulgated
        thereunder.

      


      (j)           "Compensation"
        shall be 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 Code 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 Sections 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 modifications provided under Code Section 415(h) to the employer
        aggregation rules apply.


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      


      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.

      


      (k)           "Date
        of Hire" shall mean the date on which an Employee shall perform his first
        Hour of Service.  Notwithstanding the foregoing, in the event that an
        Employee incurs one or more consecutive Breaks after his initial Date of
        Hire
        which results in the forfeiture of his pre-Break Service pursuant to Section
        3.3, his "Date of Hire" shall thereafter be the date on which he completes
        his
        first Hour of Service after such Break or Breaks.

      


      (l)           "Disability"
        shall mean a physical or mental impairment which prevents a Participant from
        performing the duties assigned to him by the Employer and which either has
        caused the Social Security Administration to classify the individual as
        "disabled" for purposes of Social Security or has been determined by a qualified
        physician selected by the Administrator.

      


      (m)           "Disability
        Retirement Date" shall mean the first day of the month after which a
        Participant incurs a Disability.

      


      (n)           "Early
        Retirement Date".   There is no early retirement under this
        Plan.

      


      (o)           "Effective
        Date" shall mean October 1, 1998. The effective date of the amended and
        restated Plan shall mean October 1, 2007.

      


      (p)           "Eligibility
        Period" shall mean the period of 12 consecutive months commencing on an
        Employee's Date of Hire.  Succeeding Eligibility Periods after the
        initial Eligibility Period shall be based on the Plan Year beginning with
        the
        Plan Year which includes the first anniversary date of an Employee's Date
        of
        Hire, and subsequent Plan Years.

      


      (q)           "Employee"
        shall mean any person who is classified as an employee by the Employer or
        a
        Related Employer, including officers, but excluding directors in their capacity
        as such.  Individuals not originally classified as Employees who are
        later classified as such for any reason shall not be treated as Employees
        under
        the Plan.

      


      (r)           "Employee
        Stock Ownership Account" shall mean the separate bookkeeping account
        established for each Participant pursuant to Section 5.1(a).

      


      (s)           "Employee
        Stock Ownership Contribution" shall mean the cash, Employer Securities, or
        both that are contributed to the Plan by the Employer pursuant to Article
        IV.

      


      (t)           "Employee
        Stock Ownership Suspense Account" shall mean the temporary account in which
        the Trustee may maintain any Employee Stock Ownership Contribution that is
        made
        prior to the last day of the Plan Year for which it is made, as described
        in
        Section 5.2.

      


      (u)           "Employer"
        shall mean Capitol Federal Financial, a federally-chartered corporation,
        and its
        wholly owned subsidiary, Capitol Federal Savings Bank, or any successors
        to the
        aforesaid corporations by merger, consolidation or otherwise, which may agree
        to
        continue this Plan, or any Related Employer or any other business organization
        which, with the consent of the Sponsor, shall agree to become a party to
        this
        Plan.  To the extent required by the Code or the Act, references
        herein to the Employer shall also include all Related Employers, whether
        or not
        they are participating in this Plan.

      


      (v)           "Employer
        Securities" shall mean the common stock issued by Capitol Federal Financial,
        a federally-chartered corporation.  Such term shall also mean, in the
        discretion of the Board of Directors, any other common stock issued by the
        Employer or any Related Employer having voting power and dividend rights
        equal
        to or in excess of:


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      


      


      (1)           that
        class of common stock of the Employer or a Related Employer having the greatest
        voting power, and

      


      (2)           that
        class of common stock of the Employer or a Related Employer having the greatest
        dividend rights.

      


      Non-callable
        preferred stock shall be treated as Employer Securities if such stock is
        convertible at any time into stock which meets the requirements of (1) and
        (2)
        next above and if such conversion is at a conversion price which (as of the
        date
        of the acquisition by the Plan) is reasonable.  For purposes of the
        last preceding sentence, preferred stock shall be treated as non-callable
        if,
        after the call, there will be a reasonable opportunity for a conversion which
        meets the requirements of the last preceding sentence.

      


      (w)           "Entry
        Date" shall mean each October 1 and April 1.

      


      (x)           "Exempt
        Loan" shall mean a loan described at Section 4975(d)(3) of the Code to the
        Trustee to purchase Employer Securities for the Plan, made or guaranteed
        by a
        disqualified person, as defined at Section 4975(e)(2) of the Code, including,
        but not limited to, a direct loan of cash, a purchase money transaction,
        an
        assumption of an obligation of the Trustee, an unsecured guarantee or the
        use of
        assets of such disqualified person as collateral for such a loan.

      


      (y)           "Exempt
        Loan Suspense Account" shall mean the account to which Financed Shares are
        initially credited until they are released in accordance with Section
        8.5.

      


      (z)           "Financed
        Shares" shall mean the Employer Securities acquired by the Trustee with the
        proceeds of an Exempt Loan and which are credited to the Exempt Loan Suspense
        Account until they are released in accordance with Section 8.5.

      


      (aa)           "Former
        Participant" shall mean any previous Participant whose participation has
        terminated but who has a vested Account in the Plan which has not been
        distributed in full.

      


      (bb)           "Fund"
        shall mean the trust fund maintained by the Trustee pursuant to the Trust
        Agreement in order to provide for the payment of the benefits specified in
        the
        Plan.

      


      (cc)           "Hour
        of Service" shall mean each hour for which an Employee is directly or
        indirectly paid or entitled to payment by the Employer or a Related Employer
        for
        the performance of duties or for reasons other than the performance of duties
        (such as vacation time, holidays, sickness, disability, paid lay-offs, jury
        duty
        and similar periods of paid nonworking time).  To the extent not
        otherwise included, Hours of Service shall also include each hour for which
        back
        pay, irrespective of mitigation of damages, is either awarded or agreed to
        by
        the Employer or a Related Employer.  Hours of working time shall be
        credited on the basis of actual hours worked, even though compensated at
        a
        premium rate for overtime or other reasons.  In computing and
        crediting Hours of Service for an Employee under this Plan, the rules set
        forth
        in Sections 2530.200b-2(b) and (c) of the Department of Labor Regulations
        shall
        apply, said sections being herein incorporated by reference.  Hours of
        Service shall be credited to the Plan Year or other relevant period during
        which
        the services were performed or the nonworking time occurred, regardless of
        the
        time when compensation therefor may be paid.  Any Employee for whom no
        hourly employment records are kept by the Employer or a Related Employer
        shall
        be credited with 45 Hours of Service for each calendar week in which he would
        have been credited with a least one Hour or Service under the foregoing
        provisions, if hourly records were available.  Solely for purposes of
        determining whether a Break for participation and vesting purposes has occurred
        in an Eligibility Period or a Plan Year, an individual who is absent from
        work
        for maternity or paternity reasons shall receive credit for the Hours of
        Service
        which would otherwise have been credited to such individual but for such
        absence, or in any case in which such hours cannot be determined, 8 Hours
        of
        Service per day of such absence.  For purposes of Section 1.1(cc), an
        absence from work for maternity or paternity reasons means an absence (1)
        by
        reason of the pregnancy of the individual, (2) by reason of the birth of
        a child
        of the individual, (3) by reason of the placement of a child with the individual
        in connection with the adoption of such child by such individual, or (4)
        for
        purposes of caring for such child for a period beginning immediately following
        such birth or placement.  The Hours of Service credited under this
        provision shall be credited (1) in the


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      


      computation
        period in which the absence begins if the crediting is necessary to prevent
        a
        Break in that period, or (2) in all other cases, in the following computation
        period.

      


      (dd)           "Investment
        Adjustments" shall mean the increases and/or decreases in the value of a
        Participant's Account attributable to earnings, gains, losses and expenses
        of
        the Fund, as set forth in Section 5.3.

      


      (ee)           "Limitation
        Year" shall mean the Plan Year.

      


      (ff)           "Normal
        Retirement Date" shall mean the date on which a Participant attains age
        65.

      


      (gg)           "Participant"
        shall mean 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 (as defined herein), (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.  The term "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.

      


      (hh)           "Plan"
        shall mean the Capitol Federal Financial Employee Stock Ownership Plan, as
        described herein or as hereafter amended from time to time.

      


      (ii)           "Plan
        Year" shall mean the twelve month period commencing October 1 and ending
        September 30.

      


      (jj)           "Qualified
        Domestic Relations Order" shall mean any judgment, decree or order that
        satisfies the requirements to be a "qualified domestic relations order,"
        as
        defined in Section 414(p) of the Code.

      


      (kk)           "Related
        Employer" shall mean any entity that is:

      


      (1)           
        a member of a controlled group of corporations that includes the Employer,
        while
        it is a member of such controlled group (within the meaning of Section 414(b)
        of
        the Code);

      


      (2)           a
        member of a group of trades or businesses under common control with the
        Employer, while it is under common control (within the meaning of Section
        414(c)
        of the Code);

      


      (3)           a
        member of an affiliated service group that includes the Employer, while it
        is a
        member of such affiliated service group (within the meaning of Section 414(m)
        of
        the Code); or

      


      (4)           a
        leasing or other organization that is required to be aggregated with the
        Employer pursuant to the provisions of Section 414(n) or 414(o) of the
        Code.

      


      (ll)           "Retirement"
        shall mean termination of employment which qualifies as early, normal or
        Disability retirement as described in Article VI.


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      


      (mm)                      "Service"
        shall mean, for purposes of eligibility to participate and
        vesting,  employment with the Employer or any Related Employer, and
        for purposes of allocation of the Employee Stock Ownership Contribution and
        forfeitures, employment with the Employer.

      


      (nn)           "Sponsor"
        shall mean Capitol Federal Financial.

      


      (oo)           "Trust
        Agreement" shall mean the agreement by and between the Sponsor and the
        Trustee, as in effect from time to time, whether set forth herein or
        otherwise.

      


      (pp)           "Trustee"
        shall mean the trustee or trustees by whom the assets of the Plan are held,
        as
        provided in the Trust Agreement, or his or their successors.

      


      (qq)           "Valuation
        Date" shall mean the last day of each Plan Year.  Notwithstanding
        the foregoing, the Trustee may value the Trust as frequently as each business
        day of the Plan Year to determine the fair market value of each Participant's
        Account under the Plan.

      


      (rr)           "Year
        of Eligibility Service" shall mean an Eligibility Period during which an
        Employee is credited with at least 1,000 Hours of Service, except as otherwise
        specified in Article III.

      


      (ss)           "Year
        of Vesting Service" shall mean a Plan Year during which an Employee is
        credited with at least 1,000 Hours of Service, except as otherwise specified
        in
        Article III.

      


      1.2           Plurals
        and Gender.

      


      Where
        appearing in the Plan and the
        Trust Agreement, the masculine gender shall include the feminine and neuter
        genders, and the singular shall include the plural, and vice versa, unless
        the
        context clearly indicates otherwise.

      


      1.3           Incorporation
        of Trust Agreement.

      


      If
        there is a separate Trust Agreement,
        then that Trust Agreement, as the same may be amended from time to time,
        is
        intended to be and hereby is incorporated by reference into this
        Plan.  All contributions made under the Plan will be held, managed and
        controlled by the Trustee pursuant to the terms and conditions of the Trust
        Agreement.

      


      1.4           Headings.

      


      The
        headings and sub-headings in this
        Plan are inserted for the convenience of reference only and are to be ignored
        in
        any construction of the provisions hereof.

      


      1.5           Severability.

      


      In
        case any provision of this Plan
        shall be held illegal or void, such illegality or invalidity shall not affect
        the remaining provisions of this Plan, but shall be fully severable, and
        the
        Plan shall be construed and enforced as if said illegal or invalid provisions
        had never been inserted herein.

      


      1.6           References
        to Governmental Regulations.

      


      References
        in this Plan to regulations
        issued by the Internal Revenue Service, the Department of Labor, or other
        governmental agencies shall include all regulations, rulings, procedures,
        releases and other position statements issued by any such agency.

      


      1.7           Notices.

      


      Any
        notice or document required to be
        filed with the Administrator or Trustee under the Plan will be properly filed
        if
        delivered or mailed by registered mail, postage prepaid, to the Administrator
        in
        care of the Sponsor or to the Trustee, each at its principal business
        offices.  Any notice required under the Plan may be waived in writing
        by the person entitled to notice.


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      


      


      1.8           Evidence.

      


      Evidence
        required of anyone under the
        Plan may be by certificate, affidavit, document or other information which
        the
        person acting on it considers pertinent and reliable, and signed, made or
        presented by the proper party or parties.

      


      1.9           Action
        by Employer.

      


      Any
        action required or permitted to be
        taken by any entity constituting the Employer under the Plan shall be by
        resolution of its Board of Directors or by a person or persons authorized
        by its
        Board of Directors.


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      ARTICLE
        II

      PARTICIPATION

      


      2.1           Commencement
        of Participation.

      


      


      (a)           Any
        Employee who is otherwise eligible to become a Participant in accordance
        with
        Section 1.1(gg) hereof shall initially become a Participant on the Entry
        Date
        coincident with or next following the date on which he has attained age
        twenty-one (21) and completes one Year of Eligibility Service.

      


      (b)           Any
        Employee who had satisfied the requirements set forth in Section 2.1(a) during
        the 12 consecutive month period prior to the Effective Date shall become
        a
        Participant on the Effective Date, provided he is still employed by the Employer
        on the Effective Date.

      


      2.2           Termination
        of Participation.

      


      After
        commencement or resumption of his
        participation, an Employee shall remain a Participant during each consecutive
        Plan Year thereafter until the earliest of the following dates:

      


      (a)           His
        actual Retirement date;

      


      (b)           His
        date of death; or

      


      (c)           The
        last day of a Plan Year during which he incurs a Break.

      


      2.3           Resumption
        of Participation.

      


      (a)           Any
        Participant whose employment terminates and who resumes Service before he
        incurs
        a Break shall resume participation immediately on the date he is
        reemployed.

      


      (b)           Except
        as otherwise provided in Section 2.3(c), any Participant who incurs one or
        more
        Breaks and resumes Service shall resume participation retroactively as of
        the
        first day of the first Plan Year in which he completes a Year of Eligibility
        Service after such Break(s).

      


      (c)           Any
        Participant who incurs one or more Breaks and resumes Service, but whose
        pre-Break Service is not reinstated to his credit pursuant to Section 3.3,
        shall
        be treated as a new Employee and shall again be required to satisfy the
        eligibility requirements contained in Section 2.1(a) before resuming
        participation on the appropriate Entry Date, as specified in Section
        2.1(a).

      


      2.4           Determination
        of Eligibility.

      


      The
        Administrator shall determine the
        eligibility of Employees in accordance with the provisions of this
        Article.  For each Plan Year, the Employer shall furnish the
        Administrator a list of all Employees, indicating their Date of Hire, their
        Hours of Service during their Eligibility Period, their date of birth, the
        original date of their reemployment with the Employer, if any, and any Breaks
        they may have incurred.

      


      2.5           Restricted
        Participation.

      


      Subject
        to the terms and conditions of
        the Plan, during the period between the Participant's date of termination
        of
        participation in the Plan (as described in Section 2.2) and the distribution
        of
        his entire Account (as described in Article IX), and during any period that
        a
        Participant does not meet the requirements of Section 2.1(a) or is employed
        by a
        Related Employer that is not participating in the Plan, the Participant or,
        in
        the event of the Participant's death, the Beneficiary of the Participant,
        will
        be considered and treated as a Participant for all purposes of the Plan,
        except
        as follows:

      


      (a)           the
        Participant will not share in the Employee Stock Ownership Contribution and
        forfeitures (as described in Sections 7.2 and 7.3), except as provided in
        Sections 5.4 and 5.5; and

      


      (b)           the
        Beneficiary of a deceased Participant cannot designate a Beneficiary under
        Section 6.5.


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      ARTICLE
        III

      CREDITED
        SERVICE

      


      3.1           Service
        Counted for Eligibility Purposes.

      


      Except
        as provided in Section 3.3, all
        Years of Eligibility Service completed by an Employee shall be counted in
        determining his eligibility to become a Participant on and after the Effective
        Date, whether such Service was completed before or after the Effective
        Date.

      


      3.2           Service
        Counted for Vesting Purposes.

      


      All
        Years of Vesting Service completed
        by an Employee (including Years of Vesting Service completed prior to the
        Effective Date) shall be counted in determining his vested interest in this
        Plan, except the following:

      


      (a)           Service
        which is disregarded under the provisions of Section 3.3;

      


      (b)           Service
        prior to the Effective Date of this Plan if such Service would have been
        disregarded under the "break in service" rules (within the meaning of Section
        1.411(a)-5(b) of the Treasury Regulations).

      


      3.3           Credit
        for Pre-Break Service.

      


      Upon
        his resumption of participation
        following one or a series of consecutive Breaks, an Employee's pre-Break
        Service
        shall be reinstated to his credit for eligibility and vesting purposes only
        if
        either:

      


      (a)           He
        was vested in any portion of his accrued benefit at the time the Break(s)
        began;
        or

      


      (b)           The
        number of his consecutive Breaks does not equal or exceed the greater of
        5 or
        the number of his Years of Eligibility Service or Years of Vesting Service,
        as
        the case may be, credited to him before the Breaks began.

      


      Except
        as
        provided in the foregoing, none of an Employee's Service prior to one or
        a
        series of consecutive Breaks shall be counted for any purpose in connection
        with
        his participation in this Plan thereafter.

      


      3.4           Service
        Credit During Authorized Leaves.

      


      An
        Employee shall receive no Service
        credit under Section 3.1 or 3.2 during any Authorized Leave of
        Absence.  However, solely for the purpose of determining whether he
        has incurred a Break during any Plan Year in which he is absent from Service
        for
        one or more Authorized Leaves of Absence, he shall be credited with 45 Hours
        of
        Service for each week during any such leave period.  Notwithstanding
        the foregoing, if an Employee fails to return to Service on or before the
        end of
        a leave period, he shall be deemed to have terminated Service as of the first
        day of such leave period and his credit for Hours of Service, determined
        under
        this Section 3.4, shall be revoked.  Notwithstanding anything
        contained herein to the contrary, an Employee who is absent by reason of
        military service as set forth in Section 1.1(e)(1) shall be given Service
        credit
        under this Plan for such military leave period to the extent, and for all
        purposes, required by law.

      


      3.5           Service
        Credit During Maternity or Paternity Leave.

      


      For
        purposes of determining whether a
        Break has occurred for participation and vesting purposes, an individual
        who is
        on maternity or paternity leave as described in Section 1.1(cc), shall be
        deemed
        to have completed Hours of Service during such period of absence, all in
        accordance with Section 1.1(cc).  Notwithstanding the foregoing, no
        credit shall be given for such Hours of Service unless the individual furnishes
        to the Administrator such timely information as the Administrator may reasonably
        require to determine:


      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      


      


      (a)           that
        the absence from Service was attributable to one of the maternity or paternity
        reasons enumerated in Section 1.1(cc); and

      


      
        	
                 

              	
                (b)

              	
                the
                  number of days of such absence.

              


      

      


      In
        no
        event, however, shall any credit be given for such leave other than for
        determining whether a Break has occurred.

      


      3.6           Ineligible
        Employees.

      


      Notwithstanding
        any provisions of this
        Plan to the contrary, any Employee who is ineligible to participate in this
        Plan
        either because of his failure

      


      (a)           To
        meet the eligibility requirements contained in Article II; or

      


      (b)           To
        be a Participant, as defined in Section 1.1(gg),

      


      shall,
        nevertheless, earn Years of Eligibility Service and Years of Vesting Service
        pursuant to the rules contained in this Article III.  However, such
        Employee shall not be entitled to an allocation of any contributions or
        forfeitures hereunder unless and until he becomes a Participant in this Plan,
        and then, only during his period of participation.


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      ARTICLE
        IV

      CONTRIBUTIONS

      


      4.1           Employee
        Stock Ownership Contribution.

      


      (a)           Subject
        to all of the provisions of this Article IV, for each Plan Year commencing
        on or
        after the Effective Date, the Employer shall make an Employee Stock Ownership
        Contribution to the Fund in such amount as may be determined by resolution
        of
        the Board of Directors in its discretion; provided, however, that the Employer
        shall contribute an amount in cash not less than the amount required to enable
        the Trustee to discharge any indebtedness incurred with respect to an Exempt
        Loan in accordance with Section 8.6(c).  If any part of the Employee
        Stock Ownership Contribution under this Section 4.1 for any Plan Year is
        in cash
        in an amount exceeding the amount needed to pay the amount due during or
        prior
        to such Plan Year with respect to an Exempt Loan, such cash shall be applied
        by
        the Trustee, as directed by the Administrator in its sole discretion, either
        to
        the purchase of Employer Securities or to repay an Exempt
        Loan.  Contributions hereunder shall be in the form of cash, Employer
        Securities or any combination thereof.  In determining the value of
        Employer Securities transferred to the Fund as an Employee Stock Ownership
        Contribution, the Administrator may determine the average of closing prices
        of
        such securities for a period of up to 90 consecutive days immediately preceding
        the date on which the securities are contributed to the Fund.  In the
        event that the Employer Securities are not readily tradable on an established
        securities market, the value of the Employer Securities transferred to the
        Fund
        shall be determined by an independent appraiser in accordance with Section
        8.9.

      


      (b)           Subject
        to Section 4.1(a), in no event shall the Employee Stock Ownership Contribution
        exceed for any Plan Year the maximum amount that may be deducted by the Employer
        under Section 404 of the Code, nor shall such contribution cause the Employer
        to
        violate its regulatory capital requirements.  Each Employee Stock
        Ownership Contribution by the Employer shall be deemed to be made on the
        express
        condition that the Plan, as then in effect, shall be qualified under Sections
        401(a) and 501(a) of the Code and that the amount of such contribution shall
        be
        deductible from the Employer's income under Section 404 of the
        Code.

      


      4.2           Time
        and Manner of Employee Stock Ownership Contribution.

      


      (a)           The
        Employee Stock Ownership Contribution (if any) for each Plan Year shall be
        paid
        to the Trustee in one lump sum or installments at any time on or before the
        expiration of the time prescribed by law (including any extensions) for filing
        of the Employer's federal income tax return for its fiscal year ending
        concurrent with or during such Plan Year; provided, however, that the Employee
        Stock Ownership Contribution (if any) for a Plan Year shall be made in a
        timely
        manner to make any required payment of principal and/or interest on an Exempt
        Loan for such Plan Year.  Any portion of the Employee Stock Ownership
        Contribution for each Plan Year that may be made prior to the last day of
        the
        Plan Year shall, if there is an Exempt Loan outstanding at such time, at
        the
        election of the Administrator, either (i) be applied immediately to make
        payments on such Exempt Loan or (ii) be maintained in the Employee Stock
        Ownership Suspense Account described in Section 5.2 until the last day of
        such
        Plan Year.

      


      (b)           If
        an Employee Stock Ownership Contribution for a Plan Year is paid after the
        close
        of the Employer's fiscal year which ends concurrent with or during such Plan
        Year but on or prior to the due date (including any extensions) for filing
        of
        the Employer's federal income tax return for such fiscal year, it shall be
        considered, for allocation purposes, as an Employee Stock Ownership Contribution
        to the Fund for the Plan Year for which it was computed and accrued, unless
        such
        contribution is accompanied by a statement to the Trustee, signed by the
        Employer, which specifies that the Employee Stock Ownership Contribution
        is made
        with respect to the Plan Year in which it is received by the
        Trustee.  Any Employee Stock Ownership Contribution paid by the
        Employer during any Plan Year but after the due date (including any extensions)
        for filing of its federal income tax return for the fiscal year of the Employer
        ending on or before the last day of the preceding Plan Year shall be treated,
        for allocation purposes, as an Employee Stock Ownership Contribution to the
        Fund
        for the Plan Year in which the contribution is paid to the Trustee.

      


      (c)           Notwithstanding
        anything contained herein to the contrary, no Employee Stock Ownership
        Contribution shall be made for any Plan Year during which a limitations account
        created pursuant
        to Section 5.6(c)(3) is in existence until the balance of such limitations
        account has been reallocated in accordance with Section
        5.6(c)(3).


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      


      


      4.3           Records
        of Contributions.

      


      The
        Employer shall deliver at least
        annually to the Trustee, with respect to the Employee Stock Ownership
        Contribution contemplated in Section 4.1, a certificate of the Administrator,
        in
        such form as the Trustee shall approve, setting forth:

      


      (a)           The
        aggregate amount of such contribution, if any, to the Fund for such Plan
        Year;

      


      (b)           The
        names, Internal Revenue Service identifying numbers and current residential
        addresses of all Participants in the Plan;

      


      (c)           The
        amount and category of contributions to be allocated to each such Participant;
        and

      


      (d)           Any
        other information reasonably required for the proper operation of the
        Plan.

      


      4.4           Erroneous
        Contributions.

      


      (a)           Notwithstanding
        anything herein to the contrary, upon the Employer's written request, a
        contribution which was made by a mistake of fact, or conditioned upon the
        initial qualification of the Plan, under Code Section 401(a), or upon the
        deductibility of the contribution under Section 404 of the Code, shall be
        returned to the Employer by the Trustee within one year after the payment
        of the
        contribution, the denial of the qualification or the disallowance of the
        deduction (to the extent disallowed), whichever is applicable; provided,
        however, that in the case of denial of the initial qualification of the Plan,
        a
        contribution shall not be returned unless an Application for Determination
        has
        been timely filed with the Internal Revenue Service.  Any portion of a
        contribution returned pursuant to this Section 4.4 shall be adjusted to reflect
        its proportionate share of the losses of the Fund, but shall not be adjusted
        to
        reflect any earnings or gains.  Notwithstanding any provisions of this
        Plan to the contrary, the right or claim of any Participant or Beneficiary
        to
        any asset of the Fund or any benefit under this Plan shall be subject to
        and
        limited by this Section 4.4.

      


      (b)           In
        no event shall Employee contributions be accepted.  Any such Employee
        contributions (and any earnings attributable thereto) mistakenly received
        by the
        Trustee shall promptly be returned to the Participant.


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      ARTICLE
        V

      ACCOUNTS,
        ALLOCATIONS AND INVESTMENTS

      


      5.1           Establishment
        of Separate Participant Accounts.

      


      The
        Administrator shall establish and
        maintain a separate Account for each Participant in the Plan and for each
        Former
        Participant in accordance with the provisions of this Article V.  Such
        separate Account shall be for bookkeeping purposes only and shall not require
        a
        segregation of the Fund, and no Participant, Former Participant or Beneficiary
        shall acquire any right to or interest in any specific assets of the Fund
        as a
        result of the allocations provided for under this Plan.

      


      (a)           Employee
        Stock Ownership Accounts.

      


      The
        Administrator shall establish a
        separate Employee Stock Ownership Account in the Fund for each
        Participant.  The Administrator may establish subaccounts hereunder,
        an Employer Stock Account reflecting a Participant's interest in Employer
        Securities held by the Fund, and an Other Investments Account reflecting
        the
        Participant's interest in his Employee Stock Ownership Account other than
        Employer Securities.  Each Participant's Employer Stock Account shall
        reflect his share of any Employee Stock Ownership Contribution made in Employer
        Securities, his allocable share of forfeitures (as described in Section 5.4),
        and any Employer Securities attributable to earnings on such
        stock.  Each Participant's Other Investments Account shall reflect any
        Employee Stock Ownership Contribution made in cash, any cash dividends on
        Employer Securities allocated and credited to his Employee Stock Ownership
        Account (other than currently distributable dividends) and his share of
        corresponding cash forfeitures, and any income, gains, losses, appreciation,
        or
        depreciation attributable thereto.   Dividends attributable to
        Employer Securities that are allocated to a Participant pursuant to Section
        8.4
        (and not distributable thereunder) shall be treated as part of the Participant's
        Employee Stock Ownership Account.

      


      (b)           Distribution
        Accounts.

      


      In
        any case where distribution of a
        terminated Participant's vested Account is to be deferred, the Administrator
        may
        establish a separate, nonforfeitable account in the Fund to which the balance
        in
        his Employee Stock Ownership Account in the Plan shall be transferred after
        such
        Participant incurs a Break.  Unless the Former Participant's
        distribution accounts are segregated for investment purposes pursuant to
        Article
        IX, they shall share in Investment Adjustments.

      


      (c)           Other
        Accounts.

      


      The
        Administrator shall establish such
        other separate accounts for each Participant as may be necessary or desirable
        for the convenient administration of the Fund.

      


      5.2           Establishment
        of Suspense Accounts.

      


      The
        Administrator shall establish a
        separate Employee Stock Ownership Suspense Account.  There shall be
        credited to such account any Employee Stock Ownership Contribution that may
        be
        made prior to the last day of the Plan Year and that are allocable to the
        Employee Stock Ownership Suspense Account pursuant to Section
        4.2(a).  The Employee Stock Ownership Suspense Account shall share
        proportionately as to time and amount in any Investment
        Adjustments.  As of the last day of each Plan Year, the balance of the
        Employee Stock Ownership Suspense Account shall be added to the Employee
        Stock
        Ownership Contribution and allocated to the Employee Stock Ownership Accounts
        of
        Participants as provided in Section 5.5, except as provided
        herein.  In the event that the Plan takes an Exempt Loan, the Employer
        Securities purchased thereby shall be allocated as Financed Shares to a separate
        Exempt Loan Suspense Account, from which Employer Securities shall be released
        in accordance with Section 8.5 and shall be allocated in accordance with
        Section
        8.6(b).


      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      


      5.3           Allocation
        of Earnings, Losses and Expenses.

      


      Except
        as otherwise provided in this
        instrument, as of each Valuation Date, any increase or decrease in the net
        worth
        of the aggregate Employee Stock Ownership Accounts held in the Fund attributable
        to earnings, losses, expenses and unrealized appreciation or depreciation
        in
        each such account, as determined by the Trustee, shall be credited to or
        deducted from the appropriate suspense accounts and all Participants̓
        Employee
        Stock Ownership Accounts (except segregated distribution accounts described
        in
        Section 5.1(b) and the “limitations account” described in Section 5.6(c)(3)), in
        accordance with this Section.  Earnings, losses, and unrealized
        appreciation or depreciation in Employer Securities in a Participant's Employee
        Stock Ownership Account shall be determined and allocated only to such account,
        but such determination shall be made immediately prior to crediting any
        Contributions and forfeitures for the current Plan Year, but after adjustment
        for any transfer to or from such accounts.  Earnings, losses, and
        unrealized appreciation or depreciation in investments other than Employer
        Securities in the Participant's Other Investment Accounts shall be allocated
        in
        the proportion that the value of each such account (determined immediately
        prior
        to such allocation and before crediting any Contributions and forfeitures
        for
        the current Plan Year but after adjustment for any transfer to or from such
        accounts and for the time such funds were in such accounts) bears to the
        value
        of all Other Investment Accounts.  Provided, however, cash dividends
        paid to the Plan shall be allocated or otherwise disposed of in accordance
        with
        Plan Section 8.4. Plan expenses paid from the assets of this employee pension
        benefit plan shall be allocated across all Accounts in the proportion that
        the
        value of each Participant's Account bears to the value of all Participant
        Accounts.

      


      5.4           Application
        of Forfeitures.

      


      Forfeitures
        occurring during the Plan
        Year may, at the discretion of the Administrator, be used to pay or reimburse
        expenses of the Plan, to the extent such payment or reimbursement is consistent
        with the applicable fiduciary requirements of the Act.  As of the last
        day of each Plan Year, all forfeitures which have not been applied in accordance
        with the preceding sentence shall be added to the Employee Stock Ownership
        Contribution (if any) for such year and allocated among the Participants'
        Employee Stock Ownership Accounts, as appropriate, in the manner provided
        in
        Section 5.5.

      


      5.5           Allocation
        of Employee Stock Ownership Contribution.

      


      As
        of the last day of each Plan Year
        for which the Employer shall make an Employee Stock Ownership Contribution,
        the
        Administrator shall allocate the Employee Stock Ownership Contribution
        (including reallocable forfeitures) for such Plan Year to the Employee Stock
        Ownership Account of each Participant who completed a Year of Vesting Service
        during that Plan Year, provided that he is still employed by the Employer
        on the
        last day of the Plan Year.  Such allocation shall be made in the same
        proportion that each such Participant's Compensation for such Plan Year bears
        to
        the total Compensation of all such Participants for such Plan Year, subject
        to
        Section 5.6.  Furthermore, if a Participant completes a Year of
        Vesting Service and is on an authorized Leave of Absence on the last day
        of the
        Plan Year, such a Participant shall be entitled to an allocation based on
        his
        Compensation earned during such Plan Year.

      


      5.6           Limitation
        on Annual Additions.

      


      (a)           Notwithstanding
        any provisions of this Plan to the contrary, the total Annual Additions credited
        to a Participant's Account under this Plan (and accounts under any other
        defined
        contribution plan maintained by the Employer or a Related Employer) for any
        Limitation Year shall not exceed the lesser of:

      


      (1)           $40,000,
        as adjusted for increases in the cost-of-living under section 415(d) of the
        Code, or

      


      
        	
                 

              	
                (2)

              	
                100
                  percent of the Participant's Compensation for the Limitation
                  Year.

              


      


      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      


      (b)           This
        Section 5.6 shall be applied in a manner consistent with the Treasury
        Regulations under Code Section 415, which shall be incorporated herein by
        this
        reference, except as provided herein or in the definition of
        Compensation.

       

      (c)           In
        the event that the limitations on Annual Additions described in Section 5.6(a)
        above are exceeded with respect to any Participant in any Limitation Year,
        then:

      


      (1)           The
        Administrator shall determine to what extent the Annual Additions to any
        Participant's Employee Stock Ownership Account must be reduced in each
        Limitation Year.  The Administrator shall reduce the Annual Additions
        to all other qualified, tax-exempt retirement plans maintained by the Employer
        or a Related Employer in accordance with the terms contained therein for
        required reductions or reallocations mandated by Section 415 of the Code
        before
        reducing any Annual Additions in this Plan.

      


      (2)           If
        any excess Annual Additions remain, then the excess shall be corrected pursuant
        to a correction method provided for in the Internal Revenue Service employee
        plans compliance resolution system procedure then in effect.

      


      5.7           Erroneous
        Allocations.

      


      No
        Participant shall be entitled to any
        Annual Additions or other allocations to his Account in excess of those
        permitted under Sections 5.3, 5.4, 5.5, and 5.6.  If it is determined
        at any time that the Administrator has erred in accepting and allocating
        any
        contributions or forfeitures under this Plan, or in allocating Investment
        Adjustments, or in excluding or including any person as a Participant, then
        the
        Administrator, in a uniform and nondiscriminatory manner, shall determine
        the
        manner in which such error shall be corrected and shall promptly advise the
        Trustee in writing of such error and of the method for correcting such
        error.  The accounts of any or all Participants may be revised, if
        necessary, in order to correct such error.  To the extent applicable,
        such correction shall be made in accordance with the provisions of the most
        recent Internal Revenue Service Revenue Procedure regarding self-correction
        of
        tax-qualification defects.

      


      5.8           Value
        of Participant's Account.

      


      At
        any time, the value of a
        Participant's Account shall consist of the aggregate value of his Employee
        Stock
        Ownership Account and his distribution account, if any, determined as of
        the
        next-preceding Valuation Date.  The Administrator shall maintain
        adequate records of the cost basis of Employer Securities allocated to each
        Participant's Employee Stock Ownership Account.

      


      5.9           Investment
        of Account Balances.

      


      The
        Employee Stock Ownership Accounts
        shall be invested primarily in Employer Securities.  All sales of
        Employer Securities by the Trustee attributable to the Employee Stock Ownership
        Accounts of all Participants shall be charged prorata to the
        Employee Stock Ownership Accounts of all Participants.


      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

      ARTICLE
        VI

      RETIREMENT,
        DEATH AND DESIGNATION OF BENEFICIARY

      


      6.1           Normal
        Retirement.

      


      A
        Participant who reaches his Normal
        Retirement Date and who shall retire at that time shall thereupon be entitled
        to
        retirement benefits based on the value of his Account, payable pursuant to
        the
        provisions of Section 9.1.  A Participant who remains in Service after
        his Normal Retirement Date shall not be entitled to any retirement benefits
        until his actual termination of Service thereafter (except as provided in
        Section 9.4), and he shall meanwhile continue to participate in this
        Plan.

      


      6.2           Early
        Retirement.

      


      There
        is no early retirement under this
        Plan.

      


      6.3           Disability
        Retirement.

      


      In
        the event a Participant incurs a
        Disability, he may retire on his Disability Retirement Date and shall thereupon
        be entitled to retirement benefits based on the value of his Account, payable
        pursuant to the provisions of Section 9.1.

      


      6.4           Death
        Benefits.

      


      (a)           Upon
        the death of a Participant before his Retirement or other termination of
        Service, the value of his Account shall be payable pursuant to the provisions
        of
        Section 9.1.  The Administrator shall direct the Trustee to distribute
        his Account to any surviving Beneficiary designated by the Participant or,
        if
        none, to such persons specified in Section 6.5(b).

      


      (b)           Upon
        the death of a Former Participant, the Administrator shall direct the Trustee
        to
        distribute any undistributed balance of his Account to any surviving Beneficiary
        designated by him or, if none, to such persons specified in Section
        6.5(b).

      


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

      


      6.5           Designation
        of Beneficiary and Manner of Payment.

      


      (a)           Each
        Participant shall have the right to designate a Beneficiary to receive the
        sum
        or sums to which he may be entitled upon his death.  The Participant
        may also designate the manner in which any death benefits under this Plan
        shall
        be payable to his Beneficiary, provided that such designation is in accordance
        with Section 9.5.  Such designation of Beneficiary and manner of
        payment shall be in writing and delivered to the Administrator, and shall
        be
        effective when received by the Administrator while the Participant is
        alive.  The Participant shall have the right to change such
        designation by notice in writing to the Administrator while the Participant
        is
        alive.  Such change of Beneficiary or the manner of payment shall
        become effective upon its receipt by the Administrator while the Participant
        is
        alive.  Any such change shall be deemed to revoke all prior
        designations.

      


      (b)           If
        a Participant shall fail to designate validly a Beneficiary, or if no designated
        Beneficiary survives the Participant, the balance credited to his Account
        shall
        be paid to the person or persons in the first of the following classes of
        successive preference Beneficiaries surviving at the death of the
        Participant:  the Participant's (1) widow or widower, (2) natural-born
        or adopted children, (3) natural-born or adoptive parents, and (4)
        estate.  The Administrator shall determine which Beneficiary, if any,
        shall have been validly designated or entitled to receive the balance credited
        to the Participant's Account in accordance with the foregoing order of
        preference, and its decision shall be binding and conclusive on all
        persons.


      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      


      (c)           Notwithstanding
        the foregoing, if a Participant is married on the date of his death, the
        sum or
        sums to which he may be entitled under this Plan upon his death shall be
        paid to
        his spouse, unless the Participant's spouse shall have consented to the election
        of another Beneficiary.  Such a spousal consent shall be in writing
        and shall be witnessed either by a representative of the Administrator or
        by a
        notary public.  Any designation by an unmarried Participant shall be
        rendered ineffective by any subsequent marriage, and any consent of a spouse
        shall be effective only as to that spouse.  If it is established to
        the satisfaction of the Administrator that spousal consent cannot be obtained
        because there is no spouse, because the spouse cannot be located, or other
        reasons prescribed by governmental regulations, the consent of the spouse
        may be
        waived, and the Participant may designate a Beneficiary or Beneficiaries
        other
        than his spouse.

      



      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

      ARTICLE
        VII

      VESTING
        AND FORFEITURES

      


      7.1           Vesting
        on Death, Disability and Normal Retirement.

      


      Unless
        his participation in this Plan
        shall have terminated prior thereto, upon a Participant's death, Disability
        or
        Normal Retirement Date (whether or not he actually retires at that time)
        while
        he is still employed by the Employer, the Participant's entire Account shall
        be
        fully vested and nonforfeitable.

      


      7.2           Vesting
        on Termination of Participation.

      


      (a)           Upon
        termination of his participation in this Plan for any reason other than death,
        Disability, or Normal Retirement, a Participant shall be vested in a percentage
        of his Employee Stock Ownership Account, such vested percentage to be determined
        under the following table (“Vesting Schedule”), based on the Years of Vesting
        Service (including Years of Vesting Service prior to the Effective Date)
        credited to him at the time of his termination of participation:

      


      Years
        of Vesting
        Service                                                                Percentage
        Vested

      
        	
                 

              	
                Less
                  than 5

              	
                                                                    
                     0%

              


      

      
        	
                          
                  5 or more

              	
                                                                   
                  100%

              


      

      


      (b)           The
        foregoing Vesting Schedule shall remain in effect for Plan Years beginning
        before the earlier of (a) the date on which an Exempt Loan that was in existence
        on September 26, 2005 (a “Pre-PPA Exempt Loan”) is repaid in full, or (b) the
        date on which such Pre-PPA Exempt Loan is scheduled to be repaid in
        full.  For subsequent Plan Years, the Vesting Schedule shall be as
        follows:

      


      Years
        of Vesting
        Service                                                                Percentage
        Vested

      
        	
                 

              	
                                            
                  Less than 3

              	
                                                                       
                    0%

              


      

      
        	
                                                           
                  3 or more

              	
                                                                   
                    100%

              


      

      


      Notwithstanding
        the foregoing, a Participant shall at all times have a nonforfeitable interest
        in Employer Securities acquired with dividends received pursuant to Section
        8.4(c).

      


      (c)           Any
        portion of the Participant's Employee Stock Ownership Account which is not
        vested at the time he incurs a Break shall thereupon be forfeited and disposed
        of pursuant to Section 7.3.  In such event, Employer Securities shall
        be forfeited only after other assets. Distribution of the vested portion
        of a
        terminated Participant's interest in the Plan shall be payable in any manner
        permitted under Section 9.1.

      


      7.3           Disposition
        of Forfeitures.

      


      (a)           Subject
        to the limited possible application of Section 9.8, in the event a Participant
        incurs 5 consecutive Breaks in Service, forfeiture shall occur.

      


      (b)           In
        the event a Participant terminates Service and receives (or is deemed to
        receive) a distribution, then the forfeitable portion of his Employee Stock
        Ownership Account, including Investment Adjustments, shall be forfeited as
        of
        the date the Participant terminates Service, and such forfeiture shall be
        reallocated to other Participants pursuant to Section 5.4.

      


      (c)           In
        the event a former Participant is rehired, any amounts previously forfeited
        from
        his Accounts in connection with his previous termination of Service shall
        be
        restored.


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

      ARTICLE
        VIII

      EMPLOYEE
        STOCK OWNERSHIP PROVISIONS

      


      8.1           Right
        to Demand Employer Securities.

      


      A
        Participant entitled to a
        distribution from his Account shall be entitled to demand that his interest
        in
        the Account be distributed to him in the form of Employer Securities, all
        subject to Section 9.9.  The Administrator shall notify the
        Participant of his right to demand distribution of his vested Account balance
        entirely in whole shares of Employer Securities (with the value of any
        fractional share paid in cash).  However, if the charter or by-laws of
        the Employer restrict ownership of substantially all of the outstanding Employer
        Securities to Employees and the Trust, then the distribution of a Participant's
        vested Account shall be made entirely in the form of cash or other property,
        and
        the Participant is not entitled to a distribution in the form of Employer
        Securities.

      


      8.2           Voting
        Rights; Tendering Shares.

      


      (a)           Each
        Participant with an Employee Stock Ownership Account shall be entitled to
        direct
        the Trustee as to the manner in which the Employer Securities in such account
        are to be voted.  Employer Securities held in the Employee Stock
        Ownership Suspense Account or the Exempt Loan Suspense Account shall be voted
        by
        the Trustee on each issue with respect to which shareholders are entitled
        to
        vote in the same proportion as the Participants who timely directed the Trustee
        as to the manner of voting their shares in the Employee Stock Ownership Accounts
        with respect to such issue (that is, affirmatively, negatively or with an
        abstention).  In the event that a Participant fails to give timely
        voting instructions to the Trustee with respect to the voting of Employer
        Securities that are allocated to his Employee Stock Ownership Account, the
        Trustee shall vote such shares in the same proportion as those shares on
        which
        the Trustee has received timely direction from the Participants with respect
        to
        such issue (that is, affirmatively, negatively or with an
        abstention).

      


      (b)           Tender
        rights or exchange offers for Employer Securities will be passed through
        to
        Participants.  As soon as practicable after the commencement of a
        tender or exchange offer for Employer Securities, the Employer shall cause
        each
        person with power to control the response to such tender or exchange offer
        to be
        advised in writing the terms of the offer and, if applicable, to be provided
        with a form for instructing the Trustee, or for revoking such instruction,
        to
        tender or exchange shares of Employer Securities, to the extent permitted
        under
        the terms of such offer.  In advising such persons of the terms of the
        offer, the Employer may include statements from the board of directors setting
        forth its position with respect to the offer.  To the extent some or
        all of the Participants have not directed or have not timely directed the
        Trustee on how to respond to such tender or exchange, then the Trustee shall
        tender or exchange such Employer Securities on which no direction was received
        as directed by the Plan Administrator.  In addition, shares
        attributable to Employer Securities held unallocated in the Exempt Loan Suspense
        Account as a result of and Exempt Loan shall be tendered or exchanged (or
        not
        tendered or exchanged) in the same proportion as those tendered by
        Participants.  If the tender or exchange offer is limited so that all
        of the shares that the Trustee has been directed to tender or exchange cannot
        be
        sold or exchanged, the shares that each Participant directed to be tendered
        or
        exchanged shall be deemed to have been sold or exchanged in the same ratio
        that
        the number of shares actually sold or exchanged bears to the total number
        of
        shares that the Trustee was directed to tender or exchange. The Trustee shall
        hold the Participant's individual directions with respect to voting rights
        or
        tender decisions in confidence and, except as required by law, shall not
        divulge
        or release such individual directions to anyone associated with the Employer.
        The Employer may require verification of the Trustee's compliance with the
        directions received from Participants by any independent auditor selected
        by the
        Employer, provided that such auditor agrees to maintain the confidentiality
        of
        such individual directions. The Employer may develop procedures to facilitate
        the exercise of votes or tender rights, such as the use of facsimile
        transmissions for the Participants located in physically remote
        areas.


      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      


      


      8.3           Nondiscrimination
        in Employee Stock Ownership Contribution.

      


      In
        the event that the amount of the
        Employee Stock Ownership Contribution that would be required in any Plan
        Year to
        make the scheduled payments on an Exempt Loan would exceed the amount that
        would
        otherwise be deductible by the Employer for such Plan Year under Code Section
        404, then no more than one-third of the Employee Stock Ownership Contribution
        for the Plan Year, which is also the Employer's taxable year, shall be allocated
        to the group of Employees who:

      


      (a)           Was
        at any time during the Plan Year or the preceding Plan Year a 5 percent owner
        of
        the Employer; or

      


      (b)           Received
        Compensation (within the meaning of Section 1.1(j)(2)) from the Employer
        for the
        preceding Plan Year in excess of $80,000, as adjusted under Code Section
        414(q),
        and was in the “top-paid group” of Employees (as defined below) for such
        year.  An Employee shall be deemed a member of the “top-paid group” of
        Employees for a given Plan Year if such Employee is in the group of the top
        20%
        of the Employees of the Employer when ranked on the basis of compensation
        (as
        defined above).

      


      A
        former Employee shall be included in
        the group of Employees described above if either such former Employee was
        included in such group when such Employee separated from Service, or such
        former
        Employee was included in such group at any time after attaining age
        55.

      


      The
        determination of who is included in
        the group of Employees described above, including the determination of the
        number and identity of Employees in the “top-paid group,” will be made in
        accordance with Section 414(q) of the Code and the regulations thereunder.
        Amounts not allocable on account of this Section 8.3 shall be allocated among
        the Accounts of Participants who are not highly compensated employees, as
        defined herein, in accordance with Sections 5.5 and 5.6.

      


      8.4           Dividends.

      


      (a)           Dividends
        paid with respect to Employer Securities credited to a Participant's Employee
        Stock Ownership Account as of the record date for the dividend payment may
        be
        allocated to the Participant's Employee Stock Ownership Account, paid in
        cash to
        the Participant, or used by the Trustee to make payments on an Exempt Loan,
        pursuant to the direction of the Administrator.

      


      (b)           If
        the Administrator shall direct that the aforesaid dividends shall be paid
        directly to Participants, the dividends paid with respect to such Employer
        Securities shall be paid to the Plan, from which dividend distributions in
        cash
        shall be made to the Participants with respect to the Employer Securities
        in
        their Employee Stock Ownership Accounts within 90 days of the close of the
        Plan
        Year in which the dividends were paid.

      


      (c)           If
        the Administrator permits, then Participants shall be able to elect, in
        accordance with regulations or other guidance, to have the dividends paid
        and
        allocable to the Participant's Account either (i) distributed to the Participant
        (or his Beneficiary) no later than 90 days after close of the Plan Year in
        which
        the dividend is paid (reduced by any investment losses occurring from when
        the
        dividend is paid to the Plan to when it is distributed to the Participant),
        or
        (ii) retained in the Participant's Account under the Plan to be invested
        in
        Employer Securities.  Such election procedure shall be consistent with
        the requirements of Section 404(k) of the Code. If the Participant fails
        to make
        the election, he shall be deemed to have elected payment to the Plan and
        reinvestment in Employer Securities.  All elections shall be
        irrevocable upon the later of (i) the date of the Participant's election,
        or
        (ii) the end of the applicable election period.


      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      


      


      (d)           If
        dividends on Employer Securities already allocated to Participants' Employee
        Stock Ownership Accounts are used to make payments on an Exempt Loan, the
        Employer Securities which are released from the Exempt Loan Suspense Account
        shall first be allocated to each Employee Stock Ownership Account in an amount
        equal to the amount of dividends that would have been allocated to such Account
        if the dividends had not been used to make payments on an Exempt Loan, and
        the
        remaining Employer Securities (if any) which are released shall be allocated
        on
        a pro-rata basis based on the shares of Employer Securities held by all
        Participants in their Employee Stock Ownership Accounts, all in accordance
        with
        Section 404(k) of the Code.

      


      (e)           Dividends
        on Employer Securities obtained pursuant to an Exempt Loan and still held
        in the
        Exempt Loan Suspense Account may be used to make payments on an Exempt Loan,
        as
        described in Section 8.6.


      
        
          
          

        

        
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      8.5           Exempt
        Loans.

      


      (a)           The
        Sponsor may direct the Trustee to obtain Exempt Loans.  The Exempt
        Loan may take the form of (i) a loan from a bank or other commercial lender
        to
        purchase Employer Securities (ii) a loan from the Employer to the Plan; or
        (iii)
        an installment sale of Employer Securities to the Plan.  The proceeds
        of any such Exempt Loan shall be used, within a reasonable time after the
        Exempt
        Loan is obtained, only to purchase Employer Securities, repay the Exempt
        Loan,
        or repay any prior Exempt Loan.  Any such Exempt Loan shall provide
        for no more than a reasonable rate of interest and shall be without recourse
        against the Plan.  The number of years to maturity under the Exempt
        Loan must be definitely ascertainable at all times.  The only assets
        of the Plan that may be given as collateral for an Exempt Loan are Financed
        Shares acquired with the proceeds of the Exempt Loan and Financed Shares
        that
        were used as collateral for a prior Exempt Loan repaid with the proceeds
        of the
        current Exempt Loan.  Such Financed Shares so pledged shall be placed
        in an Exempt Loan Suspense Account.  No person or institution entitled
        to payment under an Exempt Loan shall have recourse against Trust assets
        other
        than the Financed Shares, the Employer Stock Ownership Contribution (other
        than
        contributions of Employer Securities) that is available under the Plan to
        meet
        obligations under the Exempt Loan, and earnings attributable to such Financed
        Shares and the investment of such contribution.  Any Employee Stock
        Ownership Contribution paid during the Plan Year in which an Exempt Loan
        is made
        (whether before or after the date the proceeds of the Exempt Loan are received),
        any Employee Stock Ownership Contribution paid thereafter until the Exempt
        Loan
        has been repaid in full, and all earnings from investment of such Employee
        Stock
        Ownership Contribution, without regard to whether any such Employee Stock
        Ownership Contribution and earnings have been allocated to Participants'
        Employee Stock Ownership Accounts, shall be available to meet obligations
        under
        the Exempt Loan as such obligations accrue, or prior to the time such
        obligations accrue, unless otherwise provided by the Employer at the time
        any
        such contribution is made.  Any pledge of Employer Securities shall
        provide for the release of Financed Shares upon the payment of any portion
        of
        the Exempt Loan.

      


      (b)           For
        each Plan Year during the duration of the Exempt Loan, the number of Financed
        Shares released from such pledge shall equal the number of Financed Shares
        held
        immediately before release for the current Plan Year multiplied by a
        fraction.  The numerator of the fraction is the sum of principal and
        interest paid in such Plan Year.  The denominator of the fraction is
        the sum of the numerator plus the principal and interest to be paid for all
        future years.  Such years will be determined without taking into
        account any possible extension or renewal periods.  If interest on any
        Exempt Loan is variable, the interest to be paid in future years under the
        Exempt Loan shall be computed by using the interest rate applicable as of
        the
        end of the Plan Year.

      


      (c)           Notwithstanding
        the foregoing, the Trustee may, in accordance with the direction of the
        Administrator, obtain an Exempt Loan pursuant to the terms of which the number
        of Financed Shares to be released from encumbrance shall be determined with
        reference to principal payments only.  In the event that such an
        Exempt Loan is obtained, annual payments of principal and interest shall
        be at a
        cumulative rate that is not less rapid at any time than level payments of
        such
        amounts for not more than 10 years.  The amount of interest in any
        such annual loan repayment shall be disregarded only to the extent that it
        would
        be determined to be interest under standard loan amortization
        tables.  The requirement set forth in the preceding sentence shall not
        be applicable from the time that, by reason of a renewal, extension, or
        refinancing, the sum of the expired duration of the Exempt Loan, the renewal
        period, the extension period, and the duration of a new Exempt Loan exceeds
        10
        years.

      


      8.6           Exempt
        Loan Payments.

      


      (a)           Payments
        of principal and interest on any Exempt Loan during a Plan Year shall be
        made by
        the Trustee (as directed by the Administrator) only from (1) the Employee
        Stock
        Ownership Contribution to the Trust made to meet the Plan's obligation under
        an
        Exempt Loan (other than contributions of Employer Securities) and from any
        earnings attributable to Financed Shares and investments of such contributions
        (both received during or prior to the Plan Year); (2) the proceeds of a
        subsequent Exempt Loan made to repay a prior Exempt Loan; and (3) the proceeds
        of the sale of any Financed Shares.  Such contribution and earnings
        shall be accounted for separately by the Plan until the Exempt Loan is
        repaid.


      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      


      (b)           Employer
        Securities released from the Exempt Loan Suspense Account by reason of the
        payment of principal or interest on an Exempt Loan from amounts allocated
        to
        Participants' Employee Stock Ownership Accounts shall immediately upon release
        be allocated as set forth in Section 5.5.

      


      (c)           The
        Employer shall contribute to the Trust sufficient amounts to enable the Trust
        to
        pay principal and interest on any such Exempt Loans as they are due, provided,
        however, that no such contribution shall exceed the limitations in Section
        5.6.  In the event that such contributions by reason of the
        limitations in Section 5.6 are insufficient to enable the Trust to pay principal
        and interest on such Exempt Loan as it is due, then upon the Administrator's
        direction the Employer shall:

      


      (1)           Make
        an Exempt Loan to the Trust in sufficient amounts to meet such principal
        and
        interest payments.  Such new Exempt Loan shall be subordinated to the
        prior Exempt Loan.  Employer Securities released from the pledge of
        the prior Exempt Loan shall be pledged as collateral to secure the new Exempt
        Loan.  Such Employer Securities will be released from this new pledge
        and allocated to the Employee Stock Ownership Accounts of the Participants
        in
        accordance with the applicable provisions of the Plan;

      


      (2)           Purchase
        any Financed Shares in an amount necessary to provide the Trustee with
        sufficient funds to meet the principal and interest repayments.  Any
        such sale by the Plan shall meet the requirements of Section 408(e) of the
        Act;
        or

      


      (3)           Any
        combination of the foregoing.

      


      However,
        the Employer shall not, pursuant to the provisions of this subsection, do,
        fail
        to do or cause to be done any act or thing which would result in a
        disqualification of the Plan as an employee stock ownership plan under Section
        4975(e)(7) of the Code.

      


      (d)           Except
        as provided in Section 8.1 above and notwithstanding any amendment to or
        termination of the Plan which causes it to cease to qualify as an employee
        stock
        ownership plan within the meaning of Section 4975(e)(7) of the Code, or any
        repayment of an Exempt Loan, no shares of Employer Securities acquired with
        the
        proceeds of an Exempt Loan obtained by the Trust to purchase Employer Securities
        may be subject to a put, call or other option, or buy-sell or similar
        arrangement, while such shares are held by the Plan or when such shares are
        distributed from the Plan.  The provisions of this Section 8.6(d)
        shall continue to be applicable to Employer Securities held by the Trustee,
        whether or not allocated to Participants' and Former Participants' Accounts,
        even if the Plan ceases to be an employee stock ownership plan, as defined
        in
        Section 4975(e)(7) of the Code.

      


      8.7           Put
        Option.

      


      In
        the event that the Employer
        Securities distributed to a Participant are not readily tradable on an
        established market, the Participant shall be entitled to require that the
        Employer repurchase the Employer Securities under a fair valuation formula,
        as
        provided by governmental regulations.  The Participant or Beneficiary
        shall be entitled to exercise the put option described in the preceding sentence
        for a period of not more than 60 days following the date of distribution
        of
        Employer Securities to him.  If the put option is not exercised within
        such 60-day period, the Participant or Beneficiary may exercise the put option
        during an additional period of not more than 60 days after the beginning
        of the
        first day of the first Plan Year following the Plan Year in which the first
        put
        option period occurred, all as provided in regulations promulgated by the
        Secretary of the Treasury.

      


      If
        a Participant exercises the
        foregoing put option with respect to Employer Securities that were distributed
        as part of a total distribution pursuant to which a Participant's Employee
        Stock
        Ownership Account is distributed to him in a single taxable year, the Employer
        or the Plan may elect to pay the purchase price of the Employer Securities
        over
        a period not to exceed 5 years.  Such payments shall be made in
        substantially equal installments not less frequently than annually over a
        period
        beginning not later than 30 days after the exercise of the put
        option.  Reasonable interest shall be paid to the Participant with
        respect to the unpaid balance of the purchase price, and adequate security
        shall
        be provided with respect thereto.  In the event that a Participant
        exercises a put option with respect to Employer Securities


      
        
          
          

        

        
          24

          
            

          

        

        
          
          

        

      


      that
        are
        distributed as part of an installment distribution, if permissible under
        Section
        9.5, the amount to be paid for such securities shall be paid not later than
        30
        days after the exercise of the put option.

      


      8.8           Diversification
        Requirements.

      


      (a)           Each
        Participant who is fully vested in his Account and has attained age 50 may
        elect, beginning after the close of the Plan Year in which such requirements
        are
        satisfied (the “Diversification Year”), to have at least 25 percent of his
        Employee Stock Ownership Account diversified from investment in Employer
        Securities.  This is a one-time election. After the fifth anniversary
        of the last day of the Participant's Diversification Year, an eligible
        Participant may elect (on a one-time basis) to have at least 50 percent of
        his
        Employee Stock Ownership Account diversified from investment in Employer
        Securities.  The diversification process shall be carried out in
        accordance with procedures promulgated by the Administrator, and coordinated
        with the diversification requirements of Section 8.8(b).

      


      (b)           Each
        Participant who has completed at least 10 years of participation in the Plan
        and
        has attained age 55 may elect within 90 days after the close of each Plan
        Year
        during his “qualified election period” to direct the Plan as to the investment
        of at least (that is, up to) 25 percent of his Employee Stock Ownership Account
        (to the extent such percentage exceeds the amount to which a prior election
        under this Section 8.8(b) had been made). For purposes of this Section 8.8(b),
        the term “qualified election period” shall mean the 5-Plan-Year period beginning
        with the Plan Year after the Plan Year in which the Participant attains age
        55
        (or, if later, beginning with the Plan Year after the first Plan Year in
        which
        the Employee first completes at least 10 years of participation in the Plan).
        In
        the case of an Employee who has attained age 60 and completed 10 years of
        participation in the prior Plan Year and in the case of the election year
        in
        which any other Participant who has met the minimum age and service requirements
        for diversification can make his last election hereunder, he shall be entitled
        to direct the Plan as to the investment of (that is, up to) at least 50 percent
        of his Employee Stock Ownership Account (to the extent such percentage exceeds
        the amount to which a prior election under this Section 8.8(b) had been made).
        Notwithstanding the foregoing, if the fair market value of the Employer
        Securities allocated to the Employee Stock Ownership Account of a Participant
        otherwise entitled to diversify hereunder is $500 or less as of the Valuation
        Date immediately preceding the first day of any election period, then such
        Participant shall not be entitled to an election under this Section 8.8(b)
        for
        that qualified election period.

      


      (c)           The
        Plan shall diversify a Participant's Employee Stock Ownership Account pursuant
        to an election made under Section 8.8(a) or Section 8.8(b) by making a
        distribution of the elected amount to the Participant or his designated
        Beneficiary within 90 days after the election.  Such distribution may
        either be in cash or in the form of Employer Securities and, if an eligible
        rollover distribution within the meaning of Code Section 402(c)(4), may be
        directly transferred to an eligible retirement plan in a direct transfer
        pursuant to Section 9.10.

      


      (d)           Diversification
        elections under this Section 8.8 shall be restricted, delayed or eliminated
        if
        and to the extent that the Administrator determines that such elections would
        cause the Plan not to be invested primarily in Employer
        Securities.  Notwithstanding the preceding sentence, diversification
        elections shall be permitted and implemented to the extent necessary to comply
        with Code Section 401(a)(28)(B), and such diversification elections shall
        be
        given priority over other diversification elections.

      


      8.9           Independent
        Appraiser.

      


      An
        independent appraiser meeting the
        requirements of the regulations promulgated under Code Section 170(a)(1)
        shall
        value the Employer Securities in those Plan Years when such securities are
        not
        readily tradable on an established securities market.


      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

      ARTICLE
        IX

      PAYMENTS
        AND DISTRIBUTIONS

      


      9.1           Payments
        on Termination of Service - In General.

      


      All
        benefits provided under this Plan
        shall be funded by the value of a Participant's vested Account in the
        Plan.  As soon as practicable after a Participant's Retirement,
        Disability, death or other termination of Service, the Administrator shall
        ascertain the value of his vested Account, as provided in Article V, and
        the
        Administrator shall hold or dispose of the same in accordance with the following
        provisions of this Article IX.

      


      9.2           Commencement
        of Payments.

      


      (a)           Distributions
        upon Retirement, Disability or Death.  Upon a Participant's
        Retirement, Disability or death, payment of benefits under this Plan shall,
        unless the Participant otherwise elects (in accordance with Section 9.3),
        commence as soon as practicable after the Valuation Date next following the
        date
        of the Participant's Retirement, Disability or death.

      


      (b)           Distribution
        following Termination of Service.  Unless a Participant elects
        otherwise, if a Participant terminates Service prior to Retirement, Disability
        or death, he shall be accorded an opportunity to commence receipt of benefits
        as
        soon as administratively practicable after his termination of
        Service.  A Participant who terminates Service with a vested Account
        balance shall be entitled to receive from the Administrator a statement of
        his
        benefits.  If a Participant's vested Account balance does not exceed
        $1,000, the Plan Administrator shall distribute the vested portion of his
        Account balance as soon as administratively feasible after the date the
        Participant terminates Service without the consent of the Participant or
        his
        spouse.

      


      (c)           Distribution
        of Larger Accounts.  If the value of a Participant's vested
        Account balance exceeds $1,000, and the Account balance is immediately
        distributable, the Participant must consent to any distribution of such Account
        balance.  The Administrator shall notify the Participant of the right
        to defer any distribution until the Participant's Account balance is no longer
        immediately distributable.  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 Code Section 415.

      


      9.3           Mandatory
        Commencement of Benefits.

      


      (a)           Unless
        a Participant elects otherwise, in writing, distribution of benefits will
        begin
        no later than the 60th day after the latest to occur of the close of the
        Plan
        Year in which (i) the Participant attains age 65, (ii) the tenth anniversary
        of
        the Plan Year in which the Participant commenced participation, or (iii)
        the
        Participant terminates Service with the Employer and all Related
        Employers.

      


      (b)           In
        the event that the Plan shall be subsequently amended to provide for a form
        of
        distribution other than a lump sum, if the Participant's interest is to be
        distributed in other than a lump sum, the following minimum distribution
        rules
        shall apply on or after the required beginning date:

      


      (1)           All
        distributions required under this Section 9.3(b) shall be determined and
        made in
        accordance with the Treasury Regulation under Code Section
        401(a)(9).

      


      (2)           Time
        and Manner of Distribution.

      


      (A)           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.

      


      (B)           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:


      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      


      


      (i)           If
        the Participant 's surviving spouse is the Participant's sole designated
        beneficiary, then distributions to the surviving spouse will begin by December
        31 of the calendar year immediately following the calendar year in which
        the
        Participant died, or by December 31 of the calendar year in which the
        Participant would have attained age 701⁄2, if later.

      


      (ii)           If
        the Participant's surviving spouse is not the Participant's sole designated
        beneficiary, then distributions to the designated beneficiary will begin
        by
        December 31 of the calendar year immediately following the calendar year
        in
        which the Participant died.

      


      (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 begin, this Section 9.3(b)(2)(B), other
        than Section 9.3(b)(2)(B)(i), will apply as if the surviving spouse were
        the
        participant.

      


      For
        purposes of this Section 9.3(b)(2)(B) and Section 9.3(b)(4) ,unless Section
        9.3(b)(2)(B)(iv) applies, distributions are considered to begin on the
        Participant's required beginning date. If Section 9.3(b)(2)(B)(iv) applies,
        distributions are considered to begin on the date distributions are required
        to
        begin to the surviving spouse under Section 9.3(b)(2)(B)(i).

      


      (3)           Required
        Minimum Distributions During Participant's Lifetime.  During the
        Participant's lifetime, the minimum amount that will be distributed for each
        distribution calendar year is the lesser of:

      


      (A)           the
        quotient obtained by dividing the Participant's account balance by the
        distribution period in the Uniform Lifetime Table set forth in section
        1.401(a)(9)-9 of the Treasury Regulations, using the Participant's age as
        of the
        Participant's birthday in the distribution calendar year; or

      


      (B)           if
        the Participant's sole designated beneficiary for the distribution calendar
        year
        is the Participant's spouse, the quotient obtained by dividing the Participant's
        account balance by the number in the Joint and Last Survivor Table set forth
        in
        section 1.401(a)(9)-9 of the Treasury Regulations, using the Participant's
        and
        spouse's attained ages as of the Participant's and spouse's birthdays in
        the
        distribution calendar year.

      


      Required
        minimum distributions will be determined under this Section 9.3(b)(2) beginning
        with the first distribution calendar year and up to and including the
        distribution calendar year that includes the participant's date of
        death.

      


      
        	
                 

              	
                (4)

              	
                Required
                  Minimum Distributions After Participant's
                  Death.

              


      

      


      (A)           Participant
        Survived by Designated Beneficiary. If the Participant dies on or after the
        date
        distributions begin and there is a designated beneficiary, the minimum amount
        that will be distributed for each distribution calendar year after the year
        of
        the Participant's death is the quotient obtained by dividing the Participant's
        account balance by the longer of the remaining life expectancy of the
        Participant or the remaining life expectancy of the Participant's designated
        beneficiary, determined as follows:

      


      (i)           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.


      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      


      


      (ii)           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.

      


      (iii)           If
        the Participant's surviving spouse is not the Participant's sole designated
        beneficiary, the designated beneficiary's remaining life expectancy is
        calculated using the age of the beneficiary in the year following the year
        of
        the participant's death, reduced by one for each subsequent year.

      


      (B)           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.

      


      
        	
                 

              	
                (5)

              	
                Death
                  Before Date Distributions Begin.

              


      

      


      (A)           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 remaining life expectancy of the Participant's designated
        beneficiary, determined as provided in (4) above.

      


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

      


      (C)           Death
        of Surviving Spouse Before Distributions to Surviving Spouse Are Required
        to
        Begin. If the Participant dies before the date distributions begin, the
        Participant's surviving spouse is the Participant's sole designated beneficiary,
        and the surviving spouse dies before distributions are required to begin
        to the
        surviving spouse, this paragraph (5) will apply as if the surviving spouse
        were
        the Participant.

      


      
        	
                 

              	
                (6)

              	
                Definitions.

              


      

      


      (A)           Designated
        beneficiary. The individual who is designated as the beneficiary under the
        Plan
        and is the designated beneficiary under Code Section 401(a)(9) of and section
        1.401(a)(9)-1, Q&A-4, of the Treasury Regulations.

      


      (B)           Distribution
        calendar year. A calendar year for which a minimum distribution is required.
        For
        distributions beginning before the Participant's death, the first distribution
        calendar year is the calendar year immediately preceding the calendar year
        which
        contains the Participant's required beginning date. For distributions beginning
        after the Participant's death, the first distribution calendar year is the
        calendar year in which distributions are required to begin under Section
        9.3(b)(2).  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.


      
        
          
          

        

        
          28

          
            

          

        

        
          
          

        

      


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

      


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

      


      
        	
                 

              	
                (E)

              	
                Required
                  beginning date. The date specified in Section
                  9.4.

              


      

      


      9.4           Required
        Beginning Dates.

      


      (a)           General
        Rule. The required beginning date of a Participant who is a 5-percent owner
        of the Employer is the first day of April of the calendar year following
        the
        calendar year in which the Participant attains age 70-1/2.  The
        required beginning date of a Participant who is not a 5-percent owner shall
        be
        April 1 of the calendar year following the later of either:  (i) the
        calendar year in which the Participant attains age 70-1/2, or (ii) the calendar
        year in which the Participant retires.

      


      (b)           5-percent
        owner.  A Participant is treated as a 5-percent owner for purposes
        of this section if such Participant is a 5-percent owner as defined in section
        416(i) of the Code (determined in accordance with section 416 but without
        regard
        to whether the plan is top-heavy) at any time during the Plan Year ending
        with
        or within the calendar year in which such owner attains age 66-1/2 or any
        subsequent Plan Year.  Once distributions have begun to a 5-percent
        owner under this section, they must continue to be distributed, even if the
        Participant ceases to be a 5-percent owner in a subsequent year.

      


      9.5           Form
        of Payment.

      


      Each
        Participant's vested Account
        balance shall be distributed in a lump sum payment.  Notwithstanding
        the preceding sentence, but subject to Section 9.3, the Administrator may
        not
        distribute a lump sum without the Participant's consent when the present
        value
        of a Participant's total Account balance is in excess of $1,000.  This
        form of payment shall be the normal form of distribution.  However, in
        the event that the Administrator must commence distributions, as required
        by
        Section 9.4 herein, with respect to an Employee who has attained age 70 1⁄2 and is
        still employed by the Employer, if the Employee does not elect a lump sum
        distribution, payments shall be made in installments in such amounts as shall
        satisfy the minimum distribution rules of Section 9.3.

      


      9.6           Payments
        Upon Termination of Plan.

      


      Upon
        termination of this Plan pursuant
        to Sections 13.2, 13.4, 13.5 or 13.6, the Administrator shall continue to
        perform its duties and the Trustee as directed by the Administrator, and
        shall
        make all payments upon the following terms, conditions and
        provisions:  The Account balance of each affected Participant and
        Former Participant shall immediately become fully vested and nonforfeitable;
        the
        Account balance of all Participants and Former Participants shall be determined
        within 60 days after such termination, and the Administrator shall have the
        same
        powers to direct the Trustee in making payments as contained in Sections
        9.1 and
        13.5.


      
        
          
          

        

        
          29

          
            

          

        

        
          
          

        

      


      


      9.7           Distributions
        Pursuant to Qualified Domestic Relations Orders.

      


      Nothing
        contained in this Plan prevents
        the Trustee, in accordance with the direction of the Retirement and Benefits
        Committee, from complying with the provisions of a Qualified Domestic Relations
        Order. This Plan specifically permits distribution to an alternate payee
        under a
        Qualified Domestic Relations Order at any time, irrespective of whether the
        Participant has attained his earliest retirement age (as defined under Code
        §414(p)) under the Plan. A distribution to an alternate payee prior to the
        Participant's attainment of earliest retirement age is available only if:
        (1)
        the order specifies distribution at that time or permits an agreement between
        the Plan and the alternate payee to authorize an earlier distribution; and
        (2)
        if the present value of the alternate payee's benefits under the Plan exceeds
        $5,000, and the order requires, the alternate payee consents to any distribution
        occurring prior to the Participant's attainment of earliest retirement age.
        Nothing in this Section 9.7 gives a Participant a right to receive distribution
        at a time otherwise not permitted under the Plan nor does it permit the
        alternate payee to receive a form of payment not otherwise permitted under
        the
        Plan.

      


      The
        Committee must establish reasonable
        procedures to determine the qualified status of a domestic relations order.
        Upon
        receiving a domestic relations order, the Committee promptly will notify
        the
        Participant and any 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 Committee must determine the qualified status
        of
        the order and must notify the Participant and each alternate payee, in writing,
        of its determination. The Committee must 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.

      


      If
        any portion of the Participant's
        Account is payable during the period the Committee is making its determination
        of the qualified status of the domestic relations order, the Committee must
        make
        a separate accounting of the amounts payable. If the Committee determines
        the
        order is a Qualified Domestic Relations Order within 18 months of the date
        amounts first are payable following receipt of the order, the Committee will
        direct the Trustee to distribute the payable amounts in accordance with the
        order. If the Committee does not make its determination of the qualified
        status
        of the order within the 18 month determination period, the Committee will
        direct
        the Trustee to distribute the payable amounts in the manner the Plan would
        distribute if the order did not exist and will apply the order prospectively
        if
        the Committee later determines the order is a Qualified Domestic Relations
        Order. To the extent it is not inconsistent with the provisions of the Qualified
        Domestic Relations Order, the Committee may direct the Trustee to invest
        any
        partitioned amount in a segregated sub-account or separate account and to
        invest
        the account in Federally insured, interest-bearing savings account(s) or
        time
        deposit(s) (or a combination of both), or in other fixed income investments.
        A
        segregated sub-account remains a part of the Trust, but it alone shares in
        any
        income it earns, and it alone bears any expense or loss it incurs. The Trustee
        will make any payments or distributions required under this Section 9.7 by
        separate benefit checks or other separate distribution to the alternate
        payee(s).

      


      9.8           Cash-Out
        Distributions.

      


      If
        the Plan becomes subject to its top
        heavy vesting schedule, or the Plan is amended  to implement a graded
        vesting schedule, a Participant who receives a distribution of his entire
        vested
        Account balance because of the termination of his participation in the Plan,
        the
        Plan shall disregard a Participant's Service with respect to which such cash-out
        distribution shall have been made, in computing his Account balance in the
        event
        that a Former Participant shall again become an Employee and become eligible
        to
        participate in the Plan.  Such a distribution shall be deemed to be
        made on termination of participation in the Plan if it is made not later
        than
        the close of the second Plan Year following the Plan Year in which such
        termination occurs.  The forfeitable portion of a Participant's
        Account balance shall be restored upon repayment to the Plan by such Former
        Participant of the full amount of the cash-out distribution, provided that
        the
        Former Participant again becomes an Employee.  Such repayment must be
        made by the Employee not later than the end of the 5-year period beginning
        with
        the date the Participant is reemployed by the Company or a Related Employer,
        or
        the close of the first period of 5 consecutive Breaks commencing after the
        distribution to the Participant.  Forfeitures required to be restored
        by virtue of such repayment shall be restored from the following sources
        in the
        following order of preference: (i)


      
        
          
          

        

        
          30

          
            

          

        

        
          
          

        

      


      current
        forfeitures; (ii) an additional Employee Stock Ownership Contribution, as
        appropriate, and as subject to Section 5.6; and (iii) investment earnings
        of the
        Fund.  In the event that a Participant's Account balance is totally
        forfeitable, a Participant shall be deemed to have received a distribution
        of
        zero upon his termination of Service.  In the event of a return to
        Service within 5 years of the date of his deemed distribution, the Participant
        shall be deemed to have repaid his distribution in accordance with the rules
        of
        this Section 9.8.

      


      9.9           ESOP
        Distribution Rules.

      


      Notwithstanding
        any provision of this
        Article IX to the contrary, the distribution of a Participant's Employee
        Stock
        Ownership Account (unless the Participant elects otherwise in writing) shall
        commence as soon as administratively feasible as of the first Valuation Date
        coincident with or next following his death, Disability or termination of
        Service, but not later than 1 year after the close of the Plan Year in which
        the
        Participant separates from Service by reason of the attainment of his Normal
        Retirement Date, Disability, death or separation from Service.  In
        addition, all distributions hereunder shall, to the extent that the
        Participant's Account is invested in Employer Securities, be made in the
        form of
        Employer Securities or cash, or a combination of Employer Securities and
        cash,
        in the discretion of the Administrator, subject to the Participant's right
        to
        demand Employer Securities in accordance with Section 8.1.  Fractional
        shares, however, may be distributed in the form of cash.

      


      9.10           Direct
        Rollover.

      


      (a)           Notwithstanding
        any provision of the Plan to the contrary that would otherwise limit a
        distributee's election under this Article IX, a distributee may elect, at
        the
        time and in the manner prescribed by the 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."

      


      (b)           For
        purposes of this Section 9.10, an "eligible rollover distribution" is any
        distribution of all or any portion of the balance to the credit of the
        distributee, except that an "eligible rollover distribution" does not
        include:  any distribution that is one of a series of substantially
        equal periodic payments (not less frequently than annually) made for the
        life
        (or life expectancy) of the distributee or the joint lives (or joint life
        expectancies) of the distributee and the distributee's designated Beneficiary,
        or for a specified period of ten years or more; any distribution to the extent
        such distribution is required under section 401(a)(9) of the Code; the portion
        of any distribution that is not includable in gross income (determined without
        regard to the exclusion for net unrealized appreciation with respect to Employer
        Securities); and any hardship distribution made on behalf of the
        Participant.

      


      (c)           For
        purposes of this Section 9.10, an "eligible retirement plan" is an individual
        retirement account described in section 408(a) of the Code, an individual
        retirement annuity described in section 408(b) of the Code, an annuity plan
        described in section 403(a) of the Code, or a qualified trust described in
        section 401(a) of the Code, that accepts the distributee's eligible rollover
        distribution.  However, in the case of an "eligible rollover
        distribution" to the surviving spouse or a non-spouse designated beneficiary,
        an
        "eligible retirement plan" is an individual retirement account or individual
        retirement annuity (and in the case of a non-spouse designated beneficiary
        an
        inherited individual retirement account or individual retirement
        annuity).  An eligible retirement plan shall also mean an annuity
        contract described in section 403(b) of the Code and an eligible plan under
        section 457(b) of the Code which is maintained by a state, political subdivision
        of a state, or any agency or instrumentality of a state or political subdivision
        of a state and which agrees to separately account for amounts transferred
        into
        such plan from this plan.  The definition of eligible retirement plan
        shall also apply in the case of a distribution to a surviving spouse or a
        non-spouse designated beneficiary, or to a spouse or former spouse who is
        the
        alternate payee under a qualified domestic relation order, as defined in
        section
        414(p) of the Code.

      


      (d)           For
        purposes of this Section 9.10, a distributee includes a Participant or Former
        Participant.  In addition, the Participant's or Former Participant's
        surviving spouse and the Participant's or Former Participant's spouse or
        former
        spouse who is the alternate payee under a Qualified Domestic Relations Order
        are
        "distributees" with regard to the interest of the spouse or former
        spouse.

      


      (e)           For
        purposes of this Section 9.10, a "direct rollover" is a payment by the Plan
        to
        the "eligible retirement plan" specified by the distributee.


      
        
          
          

        

        
          31

          
            

          

        

        
          
          

        

      


      


      9.11           Waiver
        of 30-day Notice.

      


      If
        a distribution is one to which
        Sections 401(a)(11) and 417 of the Code do not apply, such distribution may
        commence less than 30 days after the notice required under Section
        1.411(a)-11(c) of the Income Tax Regulations is given, provided that: (1)
        the
        Administrator clearly informs the Participant that the Participant has a
        right
        to a period of at least 30 days after receiving the notice to consider the
        decision of whether or not to elect a distribution (and, if applicable, a
        particular distribution option), and (2) the Participant, after receiving
        the
        notice, affirmatively elects a distribution.

      


      9.12           Re-employed
        Veterans.

      


      Notwithstanding
        any provision of the
        Plan to the contrary, contributions, benefits, Plan loan repayment suspensions
        and Service credit with respect to qualified military service will be provided
        in accordance with Code Section 414(u).

      


      9.13           Share
        Legend.

      


      Employer
        Securities held or distributed
        by the Trustee may include such legend restrictions on transferability as
        the
        Employer may reasonably require in order to assure compliance with applicable
        Federal and State securities and other laws.

      


      
        	
                9.14.

              	
                Power
                  to Reduce Benefit.

              


      

      


      Notwithstanding
        Section 14.4, effective
        for judgments, orders, and decrees issued, and settlement agreements entered
        into, on or after August 5, 1997, a Participant's Plan benefit may be reduced
        to
        satisfy liabilities of the Participant to the Plan due to:

      


      (a)           The
        Participant's being convicted of committing a crime involving the
        Plan;

      


      (b)           A
        civil judgment (or consent order or decree) entered by a court in an action
        brought in connection with a violation of the fiduciary provisions of the
        Act;
        or

      


      (c)           A
        settlement agreement between the Department of Labor and the Participant
        in
        connection with a violation of the fiduciary provisions of the Act.

      


      The
        court
        order establishing such liability must require that the Participant's benefit
        in
        the Plan be applied to satisfy the liability.


      
        
          
          

        

        
          32

          
            

          

        

        
          
          

        

      

      ARTICLE
        X

      PROVISIONS
        RELATING TO TOP-HEAVY PLANS

      


      10.1           Top-Heavy
        Rules to Control.

      


      Anything
        contained in this Plan to the
        contrary notwithstanding, if for any Plan Year the Plan is a top-heavy plan,
        as
        determined pursuant to Section 416 of the Code, then the Plan must meet the
        requirements of this Article X for such Plan Year.

      


      10.2           Top-Heavy
        Plan Definitions.

      


      Unless
        a different meaning is plainly
        implied by the context, the following terms as used in this Article X shall
        have
        the following meanings:

      


      (a)           "Accrued
        Benefit" shall mean the account balances or accrued benefits of an Employee,
        calculated pursuant to Section 10.3.

      


      (b)           "Determination
        Date" shall mean, with respect to any particular Plan Year of this Plan, the
        last day of the preceding Plan Year (or, in the case of the first Plan Year
        of
        the Plan, the last day of the first Plan Year).  In addition, the term
        "Determination Date" shall mean, with respect to any particular plan year
        of any
        plan (other than this Plan) in a Required Aggregation Group or a Permissive
        Aggregation Group, the last day of the plan year of such plan which falls
        within
        the same calendar year as the Determination Date for this Plan.

      


      (c)           "Employer"
        shall mean the Employer (as defined in Section 1.1(q)) and any entity which
        is
        (1) a member of a controlled group including such Employer, while it is a
        member
        of such controlled group (within the meaning of Section 414(b) of the Code),
        (2)
        in a group of trades or businesses under common control with such Employer,
        while it is under common control (within the meaning of Section 414(c) of
        the
        Code), and (3) a member of an affiliated service group including such Employer,
        while it is a member of such affiliated service group (within the meaning
        of
        Section 414(m) of the Code).

      


      (d)           "Key
        Employee" shall mean any Employee or former Employee (including any
        deceased  Employee) who at any time during the Plan Year that includes
        the Determination Date was an officer of the Employer having annual compensation
        greater than $130,000 (as adjusted under section 416(i)(1) of the Code),
        a
        5-percent owner of the Employer, or a 1-percent owner of the Employer having
        annual compensation of more than $150,000.  For this purpose, annual
        compensation means compensation within the meaning of section 415(c)(3) of
        the
        Code.  The determination of who is a key employee will be made in
        accordance with section 416(i)(1) of the Code and the applicable regulations
        and
        other guidance of general applicability issued thereunder.

      


      (e)           "Non-Key
        Employee" shall mean any Employee or former Employee (or any Beneficiary of
        such Employee or former Employee, as the case may be) who is not considered
        to
        be a Key Employee with respect to this Plan.

      


      (f)           "Permissive
        Aggregation Group" shall mean all plans in the Required Aggregation Group
        and any other plans maintained by the Employer which satisfies Sections
        401(a)(4) and 410 of the Code when considered together with the Required
        Aggregation Group.

      


      (g)           "Required
        Aggregation Group" shall mean each plan (including any terminated plan) of
        the Employer in which a Key Employee is (or in the case of a terminated plan,
        had been) a Participant in the Plan Year containing the Determination Date
        or
        any of the 4 preceding Plan Years, and each other plan of the Employer which
        enables any plan of the Employer in which a Key Employee is a Participant
        to
        meet the requirements of Sections 401(a)(4) or 410 of the Code.

      


      10.3           Calculation
        of Accrued Benefits.

      


      (a)           An
        Employee's Accrued Benefit shall be equal to:


      
        
          
          

        

        
          33

          
            

          

        

        
          
          

        

      


      (1)           With
        respect to this Plan or any other defined contribution plan (other than a
        defined contribution pension plan) in a Required Aggregation Group or a
        Permissive Aggregation Group, the Employee's account balances under the
        respective plan, determined as of the most recent plan valuation date within
        a
        12-month period ending on the Determination Date, including contributions
        actually made after the valuation date but before the Determination Date
        (and,
        in the first plan year of a plan, also including any contributions made after
        the Determination Date which are allocated as of a date in the first plan
        year).

      


      (2)           With
        respect to any defined contribution pension plan in a Required Aggregation
        Group
        or a Permissive Aggregation Group, the Employee's account balances under
        the
        plan, determined as of the most recent plan valuation date within a 12-month
        period ending on the Determination Date, including contributions which have
        not
        actually been made, but which are due to be made as of the Determination
        Date.

      


      (3)           With
        respect to any defined benefit plan in a Required Aggregation Group or a
        Permissive Aggregation Group, the present value of the Employee's accrued
        benefits under the plan, determined as of the most recent plan valuation
        date
        within a 12-month period ending on the Determination Date, pursuant to the
        actuarial assumptions used by such plan, and calculated as if the Employee
        terminated Service under such plan as of the valuation date (except that,
        in the
        first plan year of a plan, a current Participant's estimated Accrued Benefit
        as
        of the Determination Date shall be taken into account).

      


      (4)           The
        present values of accrued benefits and the amounts of account balances of
        an
        employee as of the Determination Date shall be increased by the distributions
        made with respect to the employee under the Plan and any plan aggregated
        with
        the Plan under section 416(g)(2) of the Code during the 1-year period ending
        on
        the Determination Date.  The preceding sentence shall also apply to
        distributions under a terminated plan which, had it not been terminated,
        would
        have been aggregated with the Plan under section 416(g)(2)(A)(i) of the
        Code.  In the case of a distribution made for a reason other than
        separation from service, death, or disability, this provision shall be applied
        by substituting "5-year period" for "1-year period."

      


      (5)           The
        accrued benefits and accounts of any individual who has not performed services
        for the Employer during the 1-year period ending on the Determination Date
        shall
        not be taken into account.

      


      (6)           The
        Accrued Benefit shall be calculated to include all amounts attributable to
        both
        Employer and Employee contributions, but shall exclude amounts attributable
        to
        voluntary deductible Employee contributions, if any.

      


      (7)           Rollover
        and direct plan-to-plan transfers shall be taken into account as
        follows:

      


      (A)           If
        the transfer is initiated by the Employee and made from a plan maintained
        by one
        employer to a plan maintained by another unrelated employer, the transferring
        plan shall continue to count the amount transferred; the receiving plan shall
        not count the amount transferred.

      


      (B)           If
        the transfer is not initiated by the Employee or is made between plans
        maintained by related employers, the transferring plan shall no longer count
        the
        amount transferred; the receiving plan shall count the amount
        transferred.


      
        
          
          

        

        
          34

          
            

          

        

        
          
          

        

      


      


      10.4           Determination
        of Top-Heavy Status.

      


      This
        Plan shall be considered to be a
        top-heavy plan for any Plan Year if, as of the Determination Date, the value
        of
        the Accrued Benefits of Key Employees exceeds 60% of the value of the Accrued
        Benefits of all eligible Employees under the Plan.  Notwithstanding
        the foregoing, if the Employer maintains any other qualified plan, the
        determination of whether this Plan is top-heavy shall be made after aggregating
        all other plans of the Employer in the Required Aggregation Group and, if
        desired by the Employer as a means of avoiding top-heavy status, after
        aggregating any other plan of the Employer in the Permissive Aggregation
        Group.  If the required Aggregation Group is top-heavy, then each plan
        contained in such group shall be deemed to be top-heavy, notwithstanding
        that
        any particular plan in such group would not otherwise be deemed to be
        top-heavy.  Conversely, if the Permissive Aggregation Group is not
        top-heavy, then no plan contained in such group shall be deemed to be top-heavy,
        notwithstanding that any particular plan in such group would otherwise be
        deemed
        to be top-heavy.  In no event shall a plan included in a top-heavy
        Permissive Aggregation Group be deemed a top-heavy plan unless such plan
        is also
        included in a top-heavy Required Aggregation Group.

      


      10.5           Minimum
        Contribution.

      


      (a)           For
        any Plan Year in which the Plan is top-heavy, each Non-Key Employee who has
        met
        the age and service requirements, if any, contained in the Plan, shall be
        entitled to a minimum contribution (which may include forfeitures otherwise
        allocable) equal to a percentage of such Non-Key Employee's compensation
        (as
        defined in Section 415 of the Code) as follows:

      


      (1)           If
        the Non-Key Employee is not covered by a defined benefit plan maintained
        by the
        Employer, then the minimum contribution under this Plan shall be 3% of such
        Non-Key Employee's compensation.

      


      (2)           If
        the Non-Key Employee is covered by a defined benefit plan maintained by the
        Employer, then the minimum contribution under this Plan shall be 5% of such
        Non-Key Employee's compensation.

      


      (b)           Notwithstanding
        the foregoing, the minimum contribution otherwise allocable to a Non-Key
        Employee under this Plan shall be reduced in the following
        circumstances:

      


      (1)           The
        percentage minimum contribution required under this Plan shall in no event
        exceed the percentage contribution made for the Key Employee for whom such
        percentage is the highest for the Plan Year after taking into account
        contributions under other defined contribution plans in this Plan's Required
        Aggregation Group; provided, however, that this Section 10.5(b)(1) shall
        not
        apply if this Plan is included in a Required Aggregation Group and this Plan
        enables a defined benefit plan in such Required Aggregation Group to meet
        the
        requirements of Section 401(a)(4) or 410 of the Code.

      


      (2)           No
        minimum contribution shall be required (or the minimum contribution shall
        be
        reduced, as the case may be) for a Non-Key Employee under this Plan for any
        Plan
        Year if the Employer maintains another qualified plan under which a minimum
        benefit or contribution is being accrued or made on account of such Plan
        Year,
        in whole or in part, on behalf of the Non-Key Employee, in accordance with
        Section 416(c) of the Code.

      


      (c)           For
        purposes of this Section 10.5, there shall be disregarded (1) any Employer
        contributions attributable to a salary reduction or similar arrangement,
        or (2)
        any Employer contributions to or any benefits under Chapter 21 of the Code
        (relating to the Federal Insurance Contributions Act), Title II of the Social
        Security Act, or any other federal or state law.


      
        
          
          

        

        
          35

          
            

          

        

        
          
          

        

      


      


      (d)           For
        purposes of this Section 10.5, minimum contributions shall be required to
        be
        made on behalf of only those Non-Key Employees, as described in Section 10.6(a),
        who have not terminated Service as of the last day of the Plan
        Year.  If a Non-Key Employee is otherwise entitled to receive a
        minimum contribution pursuant to this Section 10.5(d), the fact that such
        Non-Key Employee failed to complete 1,000 Hours of Service or failed to make
        any
        mandatory or elective contributions under this Plan, if any are so required,
        shall not preclude him from receiving such minimum contribution.

      


      (e)           Matching
        contributions shall be taken into account for purposes of satisfying the
        minimum
        contribution requirements of section 416(c)(2) of the Code and the
        Plan.  The preceding sentence shall apply with respect to matching
        contributions under the Plan or, if the plan provides that the minimum
        contribution requirement shall be met in another plan, such other
        plan.  Matching contributions that are used to satisfy the minimum
        contribution requirements shall be treated as matching contributions for
        purposes of the actual contribution percentage test and other requirements
        of
        section 401(m) of the Code.

      


      
        	
                10.6

              	
                Vesting.

              


      

      


      (a)           For
        any Plan Year in which the Plan is a top-heavy plan, a Participant’s Account
        shall continue to vest according to the following schedule:

      


      
        	
                Years
                  of Vesting Service Completed

              	
                Percentage
                  Vested

              


      

      
        	
                Less than 2    

              	
                              
                  0%

              


      

      
        	
                
                  2
                    but less than 3

                

              	
                 

              	          20%	
                  

              


      

      
        	
                
                  3
                    but less than 4

                

              	
                 

              	          40%	
                  

              


      

      
        	
                4
                  but less than 5

              	
                 

              	          60%	
                 

              


        	 5
                or more	 	          
                100%	 


      

       

      


      After
        all
        Pre-PPA Exempt Loans (as defined in Section 7.2(b)) are repaid in full, the
        top-heavy vesting schedule shall be the same as in Section 7.2.

      


      (b)           If
        for any Plan Year the Plan becomes top-heavy and the vesting schedule set
        forth
        in Section 10.6(a) becomes effective, then, even if the Plan ceases to be
        top-heavy in any subsequent Plan Year, the vesting schedule set forth in
        Section
        10.7(a) shall remain applicable with respect to any Participant who has
        completed 3 or more Years of Service.

      



      
        
          
          

        

        
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      ARTICLE
        XI

      ADMINISTRATION

      


      11.1           Appointment
        of Administrator.

      


      This
        Plan shall be administered by a
        committee consisting of up to 7 persons, whether or not Employees or
        Participants, who shall be appointed from time to time by the Board of Directors
        to serve at its pleasure.  Such Committee may, at the Board's
        discretion, be one and the same as the Committee or Retirement and Benefits
        Committee which administers the Sponsor's other employee benefit
        plans.  The Sponsor may require that each person appointed as an
        Administrator shall signify his acceptance by filing an acceptance with the
        Sponsor.  The term "Administrator" as used in this Plan shall refer to
        the members of the committee, either individually or collectively, as
        appropriate.  The authority to control and manage the operation and
        administration of the Plan is vested in the Administrator appointed by the
        Board
        of Directors. The Administrator shall have the rights, duties and obligations
        of
        an "administrator," as that term is defined in section 3(16)(A) of the Act,
        and
        of a "plan administrator," as that term is defined in Section 414(g) of the
        Code.  In the event that the Sponsor shall elect not to appoint any
        individuals to constitute a committee to administer the Plan, the Sponsor
        shall
        serve as the Administrator hereunder.

      


      11.2           Resignation
        or Removal of Administrator.

      


      An
        Administrator shall have the right
        to resign at any time by giving notice in writing, mailed or delivered to
        the
        Sponsor and to the Trustee.  Any Administrator who was an employee of
        the Employer at the time of his appointment shall be deemed to have resigned
        as
        an Administrator upon his termination of Service.  The Board of
        Directors may, in its discretion, remove any Administrator with or without
        cause, by giving notice in writing, mailed or delivered to the Administrator
        and
        to the Trustee.

      


      11.3           Appointment
        of Successors:  Terms of Office, Etc.

      


      Upon
        the death, resignation or removal
        of an Administrator, the Sponsor may appoint, by Board of Directors' resolution,
        a successor or successors.  Notice of termination of an Administrator
        and notice of appointment of a successor shall be made by the Sponsor in
        writing, with copies mailed or delivered to the Trustee, and the successor
        shall
        have all the rights and privileges and all of the duties and obligations
        of the
        predecessor.

      


      11.4           Powers
        and Duties of Administrator.

      


      The
        Administrator shall have the
        following duties and responsibilities in connection with the administration
        of
        this Plan:

      


      (a)           To
        promulgate and enforce such rules, regulations and procedures as shall be
        proper
        for the efficient administration of the Plan, such rules, regulations and
        procedures to apply uniformly to all Employees, Participants and
        Beneficiaries;

      


      (b)           To
        exercise discretion in determining all questions arising in the administration,
        interpretation and application of the Plan, including questions of eligibility
        and of the status and rights of Participants, Beneficiaries and any other
        persons hereunder;

      


      (c)           To
        decide any dispute arising hereunder strictly in accordance with the terms
        of
        the Plan; provided, however, that no Administrator shall participate in any
        matter involving any questions relating solely to his own participation or
        benefits under this Plan;

      


      (d)           To
        advise the Employer and direct the Trustee regarding the known future needs
        for
        funds to be available for distribution in order that the Trustee may establish
        investments accordingly;

      


      (e)           To
        correct defects, supply omissions and reconcile inconsistencies to the extent
        necessary to effectuate the Plan;


      
        
          
          

        

        
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      (f)           To
        advise the Employer of the maximum deductible contribution to the Plan for
        each
        fiscal year;

      


      (g)           To
        direct the Trustee concerning all matters requiring the Administrator's
        direction pursuant to the provisions of this Plan and the Trust
        Agreement;

      


      (h)           To
        advise the Trustee on all terminations of Service by Participants, unless
        the
        Employer has so notified the Trustee;

      


      (i)           To
        confer with the Trustee on the settling of any claims against the
        Fund;

      


      (j)           To
        make recommendations to the Board of Directors with respect to proposed
        amendments to the Plan and the Trust Agreement;

      


      (k)           To
        file all reports with government agencies, Employees and other parties as
        may be
        required by law, whether such reports are initially the obligation of the
        Employer, the Plan or the Trustee;

      


      (l)           To
        have all such other powers as may be necessary to discharge its duties
        hereunder; and

      


      (m)           To
        direct the Trustee to pay all expenses of administering this Plan, except
        to the
        extent that the Employer pays such expenses.

      


      Full
        discretion is granted to the
        Administrator to interpret the Plan and to determine the benefits, rights
        and
        privileges of Participants, Beneficiaries or other persons affected by this
        Plan.  The Administrator shall exercise its discretion under the terms
        of this Plan and shall administer the Plan in accordance with its terms,
        such
        administration to be exercised uniformly so that all persons similarly situated
        shall be similarly treated.

      


      11.5           Action
        by Administrator.

      


      The
        Administrator may elect a Chairman
        and Secretary from among its members and may adopt rules for the conduct
        of its
        business.  A majority of the members then serving shall constitute a
        quorum for the transaction of business.  All resolutions or other
        action taken by the Administrator shall be by vote of a majority of those
        present at such meeting and entitled to vote.  Resolutions may be
        adopted or other action taken without a meeting upon written consent signed
        by
        at least a majority of the members.  All documents, instruments,
        orders, requests, directions, instructions and other papers shall be executed
        on
        behalf of the Administrator by either the Chairman or the Secretary of the
        Administrator, if any, or by any member or agent of the Administrator duly
        authorized to act on the Administrator's behalf.

      


      11.6           Participation
        by Administrator.

      


      No
        member of the committee constituting
        the Administrator shall be precluded from becoming a Participant in the Plan
        if
        he would be otherwise eligible, but he shall not be entitled to vote or act
        upon
        matters or to sign any documents relating specifically to his own participation
        under the Plan, except when such matters or documents relate to benefits
        generally.  If this disqualification results in the lack of a quorum,
        then the Board of Directors shall appoint a sufficient number of temporary
        members of the committee constituting the Administrator who shall serve for
        the
        sole purpose of determining such a question.

      


      11.7           Agents.

      


      The
        Administrator may employ agents and
        provide for such clerical, legal, actuarial, accounting, medical, advisory
        or
        other services as it deems necessary to perform its duties under this
        Plan.  The cost of such services and all other expenses incurred by
        the Administrator in connection with the administration of the Plan shall
        be
        paid from the Fund, unless paid by the Employer.

      



      
        
          
          

        

        
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      11.8           Allocation
        of Duties.

      


      The
        duties, powers and responsibilities
        reserved to the Administrator may be allocated among its members so long
        as such
        allocation is pursuant to written procedures adopted by the Administrator,
        in
        which case, except as may be required by the Act, no Administrator shall
        have
        any liability, with respect to any duties, powers or responsibilities not
        allocated to him, for the acts of omissions of any other
        Administrator.

      


      11.9           Delegation
        of Duties.

      


      The
        Administrator may delegate any of
        its duties to any Employees of the Employer, or to any other person or firm,
        provided that the Administrator shall prudently choose such agents and rely
        in
        good faith on their actions.

      


      11.10                      Administrator's
        Action Conclusive.

      


      Any
        action on matters within the
        authority of the Administrator shall be final and conclusive except as provided
        in Article XII.

      


      11.11                      Compensation
        and Expenses of Administrator.

      


      No
        Administrator who is receiving
        compensation from the Employer as a full-time employee, as a director or
        agent,
        shall be entitled to receive any compensation or fee for his services
        hereunder.  Any other Administrator shall be entitled to receive such
        reasonable compensation for his services as an Administrator hereunder as
        may be
        mutually agreed upon between the Employer and such Administrator.  Any
        such compensation shall be paid from the Fund, unless paid by the
        Employer.  Each Administrator shall be entitled to reimbursement by
        the Employer for any reasonable and necessary expenditures incurred in the
        discharge of his duties.

      


      11.12                      Records
        and Reports.

      


      The
        Administrator shall maintain
        adequate records of its actions and proceedings in administering this Plan
        and
        shall file all reports and take all other actions as it deems appropriate
        in
        order to comply with the Act, the Code and governmental regulations issued
        thereunder.

      


      11.13                      Reports
        of Fund Open to Participants.

      


      The
        Administrator shall keep on file,
        in such form as it shall deem convenient and proper, all annual reports of
        the
        Fund received by the Administrator from the Trustee, and a statement of each
        Participant's interest in the Fund as from time to time
        determined.  The annual reports of the Fund and the statement of his
        Account balance, as well as a complete copy of the Plan and the Trust Agreement
        and copies of annual reports to the Internal Revenue Service, shall be made
        available by the Administrator to the Employer for examination by each
        Participant during reasonable hours at the office of the Employer, provided,
        however, that the statement of a Participant's Account balance shall not
        be made
        available for examination by any other Participant.

      


      11.14                      Named
        Fiduciary.

      


      The
        Administrator is the named
        fiduciary for purposes of Section 402 of the Act and shall be the designated
        agent for receipt of service of process on behalf of the Plan.  It
        shall use the care and diligence in the performance of its duties under this
        Plan that are required of fiduciaries under the Act.  Nothing in this
        Plan shall preclude the Employer from purchasing liability insurance to protect
        the Administrator with respect to its duties under this Plan.


      
        
          
          

        

        
          39

          
            

          

        

        
          
          

        

      


      


      11.15                      Information
        from Employer.

      


      The
        Employer shall promptly furnish all
        necessary information to the Administrator to permit it to perform its duties
        under this Plan.  The Administrator shall be entitled to rely upon the
        accuracy and completeness of all information furnished to it by the Employer,
        unless it knows or should have known that such information is
        erroneous.

      


      11.16                      Responsibilities
        of Directors.

      


      Subject
        to the rights reserved to the
        Board of Directors acting on behalf of the Employer as set forth in this
        Plan,
        no member of the Board of Directors shall have any duties or responsibilities
        under this Plan, except to the extent he shall be acting in the capacity
        of an
        Administrator or Trustee.

      


      11.17                      Liability
        and Indemnification.

      


      (a)           To
        the extent not prohibited by the Act, the Administrator shall not be responsible
        in any way for any action or omission of the Employer, the Trustee or any
        other
        person in the performance of their duties and obligations set forth in this
        Plan
        and in the Trust Agreement.  To the extent not prohibited by the Act,
        the Administrator shall also not be responsible for any act or omission of
        any
        of its agents, or with respect to reliance upon advice of its counsel (whether
        or not such counsel is also counsel to the Employer or the Trustee), provided
        that such agents or counsel were prudently chosen by the Administrator and
        that
        the Administrator relied in good faith upon the action of such agent or the
        advice of such counsel.

      


      (b)           The
        Administrator shall not be relieved from responsibility or liability for
        any
        responsibility, obligation or duty imposed upon it under this Plan or under
        the
        Act.  Except for its own gross negligence, willful misconduct or
        willful breach of the terms of this Plan, the Administrator shall be indemnified
        and held harmless by the Employer against liability or losses occurring by
        reason of any act or omission of the Administrator to the extent that such
        indemnification does not violate the Act or any other federal or state
        laws.

      



      
        
          
          

        

        
          40

          
            

          

        

        
          
          

        

      

      ARTICLE
        XII

      CLAIMS
        PROCEDURE

      


      12.1           Notice
        of Denial.

      


      If
        a Participant or his Beneficiary is
        denied any benefits under this Plan, either in whole or in part, the
        Administrator shall advise the claimant in writing of the amount of his benefit,
        if any, and the specific reasons for the denial.  The Administrator
        shall also furnish the claimant at that time with a written notice
        containing:

      


      (a)           A
        specific reference to pertinent Plan provisions;

      


      (b)           A
        description of any additional material or information necessary for the claimant
        to perfect his claim, if possible, and an explanation of why such material
        or
        information is needed; and

      


      (c)           An
        explanation of the Plan's claim review procedure.

      


      12.2           Right
        to Reconsideration.

      


      Within
        60 days of receipt of the
        information described in 12.1 above, the claimant shall, if he desires further
        review, file a written request for reconsideration with the
        Administrator.

      


      12.3           Review
        of Documents.

      


      So
        long as the claimant's request for
        review is pending (including the 60-day period described in Section 12.2
        above),
        the claimant or his duly authorized representative may review pertinent Plan
        documents and the Trust Agreement (and any pertinent related documents) and
        may
        submit issues and comments in writing to the Administrator.

      


      12.4           Decision
        by Administrator.

      


      A
        final and binding decision shall be
        made by the Administrator within 60 days of the filing by the claimant of
        his
        request for reconsideration; provided, however, that if the Administrator
        feels
        that a hearing with the claimant or his representative present is necessary
        or
        desirable, this period shall be extended an additional 60 days.

      


      12.5           Notice
        by Administrator.

      


      The
        Administrator's decision shall be
        conveyed to the claimant in writing and shall include specific reasons for
        the
        decision, written in a manner calculated to be understood by the claimant,
        with
        specific references to the pertinent Plan provisions on which the decision
        is
        based.  The Administrator's decision shall be binding and conclusive
        with respect to all persons interested therein unless the Administrator has
        no
        reasonable basis for its decision.

      


      12.6           Special
        Claims Procedures.

      


      The
        following changes to the claims
        procedures set forth above shall apply to all claims for disability benefits
        under the Plan.  A disability benefit is any benefit, the availability
        of which is conditioned upon a showing of a disability.  Unless a
        change to the normal claims procedures set forth above is indicated, the
        normal
        procedures will also apply to claims for disability benefits.

      


      (a)           In
        the case of a claim for disability benefits, the Administrator shall advise
        the
        claimant of any adverse determination not later than 45 days after receipt
        of
        the claim.  Should it be necessary, that period may be extended by 30
        days provided the Plan notifies the claimant of the circumstances prior to
        the
        expiration of the initial 45 day period.  In addition to the
        disclosure requirements of Section 12.1, a notice of denial of disability
        benefits must include:  (a) any internal rule or guideline relied upon
        by the Plan in making its determination and; (b) if the adverse determination
        is
        based on a medical necessity or


      
        
          
          

        

        
          41

          
            

          

        

        
          
          

        

      


      experimental
        treatment, a statement explaining the specific clinical judgment for the
        determination, or a statement that such an explanation will be provided upon
        request.

      


      (b)           Within
        180 days of receipt of a notice of denial of a disability claim, the claimant
        may file a written claim for review with the Administrator.

      


      (c)           Within
        45 days, the Administrator must provide the claimant with a written notification
        of the benefit determination on review.  Should an extension of time
        be required, the initial period may be extended by up to 45 additional
        days.  The notice of the review determination shall include all of the
        disclosures required to be made by Section 12.1 and this Section
        12.6.


      
        
          
          

        

        
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      ARTICLE
        XIII

      AMENDMENTS,
        TERMINATION AND MERGER

      


      13.1           Amendments.

      


      The
        Sponsor reserves the right at any
        time and from time to time, for any reason and retroactively if deemed necessary
        or appropriate by it, to the extent permissible under law, to conform with
        governmental regulations or other policies, to amend in whole or in part
        any or
        all of the provisions of this Plan, provided that:

      


      (a)           No
        amendment shall make it possible for any part of the Fund to be used for,
        or
        diverted to, purposes other than for the exclusive benefit of Participants
        or
        their Beneficiaries under the Trust Agreement, except to the extent provided
        in
        Section 4.4;

      


      (b)           No
        amendment may, directly or indirectly, reduce the vested portion of any
        Participant's Account balance as of the effective date of the amendment or
        change the vesting schedule with respect to the future accrual of Employer
        contributions for any Participants unless each Participant with 3 or more
        Years
        of Vesting Service is permitted to elect to have the vesting schedule in
        effect
        before the amendment used to determine his vested benefit;

      


      (c)           No
        amendment may eliminate an optional form of benefit; and.

      


      (d)           No
        amendment may increase or change the duties or liabilities of the Trustee
        without its consent.

      


      Amendments
        may be made in the form of
        Board of Directors' resolutions or separate written document.  Copies
        of all amendments shall be delivered to the Trustee.

      


      13.2           Effect
        of Change In Control.

      


      (a)           In
        the event of a “change in control” of the Sponsor, as defined in paragraph (d)
        below, this Plan shall terminate at the effective time of such change in
        control.  Nothing in this Plan shall prevent the Sponsor from becoming
        a party to such a change in control.

      


      (b)           Upon
        the effective time of a change in control, the Account balances of all affected
        Participants and Former Participants shall become fully vested and
        nonforfeitable, and the Trustee shall make payments to each Participant and
        Beneficiary in accordance with Section 9.5.

      


      (c)           Notwithstanding
        any provision of the Plan to the contrary, at and after the effective time
        of a
        change in control, each of the following provisions shall become applicable;
        provided, however, that any such provision shall not apply if the Board of
        Directors determines that such provision would adversely affect the
        tax-qualified status of the Plan pursuant to Code Section 401(a), or should
        not
        apply for any other reason:

      


      (1)           The
        Plan shall be interpreted, maintained and operated exclusively for the benefit
        of those individuals who are participating in the Plan as of the effective
        time
        of the change in control and their Beneficiaries.  Notwithstanding the
        provisions of Section 2.1(a), no Employee shall become a Participant for
        the
        first time at or after the effective time of a change in control.

      


      (2)           After
        a Participant's Retirement, Disability or other termination of Service, such
        Participant's Account, regardless of its value, shall not be distributed
        and
        shall share in the allocation of the Employee Stock Ownership Contribution
        and
        Investment Adjustments until such time as either (A) the Fund is liquidated
        in
        connection with the termination of the Plan, or (B) the Participant (or his
        Beneficiary) receives a full distribution of his Account either upon his
        election in accordance with Section 9.2(c) or as required in accordance with
        Section 8.8, 9.3 or 9.4.


      
        
          
          

        

        
          43

          
            

          

        

        
          
          

        

      


      (3)           Upon
        the termination of the Plan, Employer Securities that are allocated to the
        Exempt Loan Suspense Account and that are not used to repay an Exempt Loan
        shall
        be allocated as Investment Adjustments in accordance with Section
        5.3.

      


      (4)           Employer
        Securities that are released from the Exempt Loan Suspense Account in accordance
        with Section 8.5 shall be allocated to the Employee Stock Ownership Account
        of
        each Participant regardless of whether he completed a Year of Vesting Service
        during the Plan Year or was an Employee on the last day of such Plan
        Year.

      


      (5)           The
        Administrator shall consist of a committee selected by the Board of Directors,
        and such committee shall have the exclusive authority (i) to remove the Trustee
        and to appoint a successor trustee, (ii) to adopt amendments to the Plan
        or the
        Trust Agreement to effectuate the provisions and intent of this Section 13.2,
        and (iii) to perform any or all of the functions and to exercise all of the
        discretion that are delegated to the Administrator pursuant to Article
        XI.

      


      (6)           Any
        application for a favorable determination letter with respect to the
        tax-qualified status of the Plan under Code Section 401(a) with respect to
        its
        termination shall be subject to the prior review, comment and approval (which
        approval shall not be unreasonably withheld) of the Administrator, as defined
        in
        paragraph (5) above.

      


      (d)           For
        purposes of this Section 13.2, the term "change in control" means the occurrence
        of any one or more of the events specified in the following clauses (i) through
        (iii): (i)any third person, including a “group” as defined in Section 13(d)(3)
        of the Securities Exchange Act of 1934, shall become the beneficial owner
        of
        shares of the Sponsor with respect to which 25% or more of the total number
        of
        votes for the election of the Board of Directors may be cast, (ii) as a result
        of, or in connection with, any cash tender offer, merger or other business
        combination, sale of assets or contested election, or combination of the
        foregoing, the persons who were directors of the Sponsor shall cease to
        constitute a majority of the Board of Directors, or (iii) the effective time
        of
        a transaction that is approved by the stockholders of the Sponsor and that
        provides either for the Sponsor to cease to be an independent publicly-owned
        corporation or for a sale or other disposition of all or substantially all
        of
        the assets of the Sponsor.

      


      13.3           Consolidation
        or Merger of Trust.

      


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

      


      (a)           Each
        Participant would receive a benefit under such successor trust fund immediately
        after the merger, consolidation or transfer which is equal to or greater
        than
        the benefit he would have been entitled to receive immediately before the
        merger, consolidation or transfer (determined as if this Plan and such
        transferee trust fund had then terminated);

      


      (b)           Resolutions
        of the Board of Directors, or of any new or successor employer of the affected
        Participants, shall authorize such transfer of assets, and, in the case of
        the
        new or successor employer of the affected Participants, its resolutions shall
        include an assumption of liabilities imposed under this Plan with respect
        to
        such Participants' inclusion in the new employer's plan; and

      


      (c)           Such
        other plan and trust are qualified under Sections 401(a) and 501(a) of the
        Code.

      


      13.4           Bankruptcy
        or Insolvency of Employer.

      


      In
        the event of (a) the Employer's
        legal dissolution or liquidation by any procedure other than a consolidation
        or
        merger, (b) the Employer's receivership, insolvency, or cessation of its
        business as a going concern, or (c) the commencement of any proceeding by
        or
        against the Employer under the federal bankruptcy laws, or similar federal
        or
        state statute, or any federal or state statute or rule providing for
        the


      
        
          
          

        

        
          44

          
            

          

        

        
          
          

        

      


      relief
        of
        debtors, compensation of creditors, arrangement, receivership, liquidation
        or
        any similar event which is not dismissed within 30 days, this Plan shall
        terminate automatically with respect to such entity on such date (provided,
        however, that if a proceeding is brought against the Employer for reorganization
        under Chapter 11 of the United States Bankruptcy Code or any similar federal
        or
        state statute, then this Plan shall terminate automatically if and when said
        proceeding results in a liquidation of the Employer, or the approval of any
        Plan
        providing therefor, or the proceeding is converted to a case under Chapter
        7 of
        the Bankruptcy Code or any similar conversion to a liquidation proceeding
        under
        federal or state law including, but not limited to, a receivership
        proceeding).  In the event of any such termination as provided in the
        foregoing sentence, the Trustee shall make payments to the persons entitled
        thereto in accordance with Section 9.6 hereof.

      


      13.5           Voluntary
        Termination.

      


      The
        Board of Directors reserves the
        right to terminate this Plan at any time by giving to the Trustee and the
        Administrator notice in writing of such desire to terminate.  The Plan
        shall terminate upon the date of receipt of such notice, the Account balances
        of
        all affected Participants and Former Participants shall become fully vested
        and
        nonforfeitable, and the Trustee shall make payments to each Participant or
        Beneficiary in accordance with Section 9.6.  Alternatively, the
        Sponsor, in its discretion, may determine to continue the Trust Agreement
        and to
        continue the maintenance of the Fund, in which event distributions shall
        be made
        upon the contingencies and in all the circumstances under which such
        distributions would have been made, on a fully vested basis, had there been
        no
        termination of the Plan.  In addition, an entity other than the
        Sponsor that is participating in this Plan may terminate its participation
        in
        the Plan on a prospective basis by action of its board of
        directors.  Upon such termination of participation, Participants who
        are employees of such entity shall be entitled to distributions from this
        Plan
        in accordance with Article IX and this Article XIII.

      


      13.6           Partial
        Termination of Plan or Permanent Discontinuance of
        Contributions.

      


      In
        the event that a partial termination
        of the Plan shall be deemed to have occurred, or if the Employer shall
        discontinue permanently its contributions hereunder, the right of each affected
        Participant and Former Participant in his Account balance shall be fully
        vested
        and nonforfeitable.  The Sponsor, in its discretion, shall decide
        whether to direct the Trustee to make immediate distribution of such portion
        of
        the Fund assets to the persons entitled thereto or to make distribution in
        the
        circumstances and contingencies which would have controlled such distributions
        if there had been no partial termination or permanent discontinuance of
        contributions.


      
        
          
          

        

        
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      ARTICLE
        XIV

      MISCELLANEOUS

      


      14.1           No
        Diversion of Funds.

      


      It
        is the intention of the Employer
        that it shall be impossible for any part of the corpus or income of the Fund
        to
        be used for, or diverted to, purposes other than for the exclusive benefit
        of
        the Participants or their Beneficiaries, except to the extent that a return
        of
        the Employer's contribution is permitted under Section 4.4.

      


      14.2           Liability
        Limited.

      


      Neither
        the Employer nor the
        Administrator, nor any agents, employees, officers, directors or shareholders
        of
        any of them, nor the Trustee, nor any other person, shall have any liability
        or
        responsibility with respect to this Plan, except as expressly provided
        herein.

      


      14.3           Facility
        of Payment.

      


      If
        the Administrator shall receive
        evidence satisfactory to it that a Participant or Beneficiary entitled to
        receive any benefit under the Plan is, at the time when such benefit becomes
        payable, a minor, or is physically or mentally incompetent to receive such
        benefit and to give a valid release therefor, and that another person or
        an
        institution is then maintaining or has custody of such Participant or
        Beneficiary and that no guardian, committee or other representative of the
        estate of such Participant or Beneficiary shall have been duly appointed,
        the
        Administrator may direct the Trustee to make payment of such benefit otherwise
        payable to such Participant or Beneficiary, to such other person or institution,
        including a custodian under a Uniform Gifts to Minors Act, or corresponding
        legislation (who shall be an adult, a guardian of the minor or a trust company),
        and the release of such other person or institution shall be a valid and
        complete discharge for the payment of such benefit.

      


      14.4           Spendthrift
        Clause.

      


      Except
        as permitted by the Act or the
        Code, including in the case of certain judgments and settlements described
        in
        subparagraph (C) of Section 401(a)(13) of the Code, no benefits or other
        amounts
        payable under the Plan shall be subject in any manner to anticipation, sale,
        transfer, assignment, pledge, encumbrance, charge or alienation.  If
        the Administrator determines that any person entitled to any payments under
        the
        Plan has become insolvent or bankrupt or has attempted to anticipate, sell,
        transfer, assign, pledge, encumber, charge or otherwise in any manner alienate
        any benefit or other amount payable to him under the Plan or that there is
        any
        danger of any levy or attachment or other court process or encumbrance on
        the
        part of any creditor of such person entitled to payments under the Plan against
        any benefit or other accounts payable to such person, the Administrator may,
        at
        any time, in its discretion, and in accordance with applicable law, direct
        the
        Trustee to withhold any or all payments to such person under the Plan and
        apply
        the same for the benefit of such person, in such manner and in such proportion
        as the Administrator may deem proper.

      


      14.5           Benefits
        Limited to Fund.

      


      All
        contributions by the Employer to
        the Fund shall be voluntary, and the Employer shall be under no legal liability
        to make any such contributions, except as otherwise provided
        herein.  The benefits of this Plan shall be provided solely by the
        assets of the Fund, and no liability for the payment of benefits under the
        Plan
        or for any loss of assets due to any action or inaction of the Trustee shall
        be
        imposed upon the Employer.

      


      14.6           Cooperation
        of Parties.

      


      All
        parties to this Plan and any party
        claiming interest hereunder agree to perform any and all acts and execute
        any
        and all documents and papers which are necessary and desirable for carrying
        out
        this Plan or any of its provisions.


      
        
          
          

        

        
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      14.7           Payments
        Due Missing Persons.

      


      The
        Administrator shall direct the
        Trustee to make a reasonable effort to locate all persons entitled to benefits
        under the Plan; however, notwithstanding any provision in the Plan to the
        contrary, if, after a period of 5 years from the date such benefit shall
        be due,
        any such persons entitled to benefits have not been located, their rights
        under
        the Plan shall stand suspended.  Before this provision becomes
        operative, the Trustee shall send a certified letter to all such persons
        at
        their last known address advising them that their interest in benefits under
        the
        Plan shall be suspended.  Any such suspended amounts shall be held by
        the Trustee for a period of 3 additional years (or a total of 8 years from
        the
        time the benefits first became payable), and thereafter such amounts shall
        be
        reallocated among current Participants in the same manner that a current
        contribution would be allocated.  However, if a person subsequently
        makes a valid claim with respect to such reallocated amounts and any earnings
        thereon, the Plan earnings or the Employer's contribution to be allocated
        for
        the year in which the claim shall be paid shall be reduced by the amount
        of such
        payment.  Any such suspended amounts shall be handled in a manner not
        inconsistent with regulations issued by the Internal Revenue Service and
        Department of Labor.

      


      14.8           Governing
        Law.

      


      This
        Plan has been executed in the
        State of Kansas, and all questions pertaining to its validity, construction
        and
        administration shall be determined in accordance with the laws of that State,
        except to the extent superseded by the Act.

      


      14.9           Nonguarantee
        of Employment.

      


      Nothing
        contained in this Plan shall be
        construed as a contract of employment between the Employer and any Employee,
        or
        as a right of any Employee to be continued in the employment of the Employer,
        or
        as a limitation of the right of the Employer to discharge any of its Employees,
        with or without cause.

      


      14.10                      Counsel.

      


      The
        Trustee and the Administrator may
        consult with legal counsel, who may be counsel for the Employer and for the
        Administrator or the Trustee (as the case may be), with respect to the meaning
        or construction of this Plan and the Trust Agreement, their respective
        obligations or duties hereunder, or with respect to any action or proceeding
        or
        any question of law, and they shall be fully protected to the extent allowable
        by law with respect to any action taken or omitted by them in good faith
        pursuant to the advice of legal counsel.

      


      14.11                      Purposes.

      


      This
        Plan is intended to satisfy the
        Federal Tax Qualification Requirements for stock bonus plans which are intended
        to operate and serve as employee stock ownership plans as described in Code
        Section 4975(e)(7).  This Plan has been implemented so that
        Participants may be provided with an opportunity to accumulate capital for
        their
        future economic security by being provided an equity interest in their
        employer.  This Plan, as an employee stock ownership plan, is intended
        to invest primarily in “qualifying employer securities” as defined in Code
        Section 4975(e)(8) of the Code.

      


      14.12                      Invalidity.

      


      Subject
        to the requirements of the Code
        and the Act, in the event any provision of the Agreement, as between the
        Sponsor
        and the Trustee, shall be held illegal or invalid for any reason, said
        illegality or invalidity shall not affect the remaining provisions hereof,
        and
        this Agreement shall thereafter be construed and enforced as if said illegal
        or
        invalid provisions had never been included herein.


      
        
          
          

        

        
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      ARTICLE
        XVI

      TRUST
        PROVISIONS

      


      15.1           Contributions.

      


      The
        Employer shall contribute and pay
        over to the Trustee, annually or more often, as the Employer shall decide,
        such
        amounts as shall be determined under the Plan. Notwithstanding the foregoing,
        however, the Employer shall contribute sufficient amounts to make the principal
        and interest payments on any Exempt Loan as they become due; provided, however,
        that no such contribution shall exceed the limitations under Sections 404
        and
        415 of the Code. Contributions may be made by the Employer to the Trustee
        in the
        form of cash, Employer Securities or any other property permissible under
        the
        Code and acceptable to the Trustee.

      


      As
        set forth in the Plan, and except as
        provided in this Section, the Employer assumes no contractual obligation
        to
        continue contributions to the Plan but has specifically reserved therein
        the
        right at any time and for any reason to discontinue the Plan and the
        contributions provided to be made thereunder. Failure by the Employer to
        continue the Plan or make contributions provided to be made thereunder shall
        not
        give rise to any liability on its part whatsoever other than for contributions
        provided to be made prior to the effective date of the termination.

      


      15.2           Information
        and Data to be Furnished the Trustee.

      


      (a)           The
        Employer agrees to furnish the Trustee, through the Administrator, with such
        information and data relative to the Plan as is necessary for the proper
        administration of the Fund established hereunder. The Employer also agrees
        that
        the Administrator or an investment manager appointed pursuant to this Article
        (“Investment Manager”) shall direct the Trustee with respect to all matters
        contemplated by the Plan and this Agreement. The Employer shall promptly
        notify
        the Trustee in writing in the event that the Internal Revenue Service proposes
        to disallow the qualified status of the Plan or Trust.

      


      (b)           Except
        as otherwise provided by law or as otherwise provided in the Plan or in this
        Agreement, neither the Employer nor any of its shareholders or directors,
        nor
        the Administrator, shall have any duties or obligations with respect to this
        Agreement.

      


      (c)           Except
        as otherwise provided by law, neither the Employer, nor any of its officers,
        directors, employees, or partners (as the case may be), nor the Administrator,
        shall in any way be liable or responsible to any Participant, Beneficiary,
        Trustee or any other person, firm or corporation whatsoever for any acts
        of
        omission or commission in connection with his or its duties, as specified
        in
        this Article, unless such act of omission or commission is due to his or
        its own
        individual, willful and intentional nonfeasance, malfeasance or
        misfeasance.

      


      15.3           Trust
        Fund and Accounts.

      


      (a)           The
        Trustee shall establish and maintain a trust fund into which shall be paid
        the
        contributions made by the Employer under the terms of the Plan, which
        contributions, together with any income, gains or profits, less distributions,
        expenses and losses, shall comprise the Fund held by the Trustee. The Trustee
        shall hold, invest, reinvest, manage, administer and distribute the assets
        of
        the Fund, as hereinafter set forth, in accordance with the directions of
        the
        Administrator or an Investment Manager and for the exclusive benefit of the
        Employees participating in the Plan or
        their  Beneficiaries.

      


      (b)           As
        a part of the Fund, the Administrator shall establish and maintain any
        individual Participants' Accounts required under the provisions of the Plan
        for
        such individuals who become Participants from time to time, including any
        separate accounts as may be provided for in the Plan from time to time to
        aid in
        the administration of the Plan. In addition, the Trustee shall establish
        and
        maintain suspense accounts as a part of the Fund for the purposes specified
        in
        the Plan. The establishment of separate accounts hereunder shall not require
        a
        segregation of any part of the assets of the Fund, and no Participant shall
        acquire any right to or interest in any specific asset of the Fund as a result
        of the allocations to such accounts provided for under the
        Plan.


      
        
          
          

        

        
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      (c)           The
        Trustee shall accept and hold in the Fund contributions made by the Employer
        under the Plan. If the amount of the contribution is less than any minimum
        established for any investment medium, then the contribution may be held
        by the
        Trustee in cash, without interest, until such time as the required amount
        has
        been contributed so that an investment may be properly made. The Trustee
        shall
        not be responsible in any way for the administration of the Plan and shall
        be
        under no duty to determine whether the amount of any contribution is in
        accordance with the Plan or to collect or enforcement of any
        contribution.

      


      (d)           The
        Trustee shall make payment from the Fund to such persons (who may include
        the
        Administrator) in such manner, at such times, and in such amounts as the
        Administrator may from time to time direct in writing. Each such direction
        shall
        be in the form of a certificate setting forth the names and addresses of,
        and
        the amount payable to, the persons named therein and verifying that such
        persons
        are entitled to receive benefits under the Plan in the amounts and at the
        times
        stated in such certificate. All such payments shall be made by the Trustee
        in
        kind or, if in cash, by checks mailed postage prepaid to the persons or
        companies named in such certificate at their addresses therein set
        forth.

      


      (e)           Upon
        receipt of written instructions from the Administrator, the Trustee shall
        charge
        the appropriate account of the Participant for any withdrawals or distributions
        made under the Plan.

      


      (f)           In
        the event that any dispute shall arise as to the persons to whom payments
        and
        the delivery of any fund or property shall be made by the Trustee, or the
        amounts thereof, the Trustee may retain such payments and/or postpone such
        delivery until actual adjudication of such dispute shall have been made in
        a
        court of competent jurisdiction as provided herein, or it shall be indemnified
        against loss to its satisfaction.

      


      
        	
                 

              	
                (g)

              	
                The
                  Trust Fund  shall be valued as
                  follows:

              


      

      


      (i)           As
        of each Valuation Date, the Trustee shall determine the net worth of the
        assets
        of the Fund and report such value to the Administrator in writing. In
        determining such net worth, the Trustee shall evaluate the assets of the
        Fund at
        their fair market value as of such Valuation Date and shall deduct all expenses
        chargeable to the Fund. Any increase or decrease in the net worth of the
        assets
        of the Fund shall be allocated as of each Valuation Date among the Accounts
        established as a part of the Fund in the manner specified in the
        Plan.

      


      (ii)           In
        determining and valuing the assets and liabilities of the Fund for any purpose,
        securities held in the Fund shall be valued at their last published sale
        price
        on the Valuation Date, or if the Valuation Date is not a business day, then
        on
        the business day immediately prior thereto upon the New York Stock Exchange
        or
        upon any other recognized exchange or exchanges, or if no sale shall have
        been
        reported, and in the case of over-the-counter quotations, the last bid price
        at
        the close of business on said business day, all as reported by any report
        in
        common use or authorized as official by the New York Stock Exchange or any
        such
        other exchange, as the case may be. Where any security is listed on two or
        more
        exchanges, the Administrator or an Investment Manager shall direct the Trustee
        from time to time with respect to the particular exchange which shall be
        used
        for the purpose of this Section.

      


      (iii)           However,
        with respect to securities, in the event the Administrator or an Investment
        Manager considers the method described in Section 15.3(g)(ii) above to be
        impracticable because of the fact that any of the securities included in
        the
        Fund are not quoted or listed, or for any other reason, then the Trustee
        shall
        employ, at the expense of the Fund, an independent appraiser to appraise
        such
        securities for the purpose of obtaining the value of the Fund and for any
        other
        purpose in the administration of the Trust.

      


      15.4           Duties
        and Powers of the Trustee.

      


      (a)           The
        Trustee shall keep accurate and detailed accounts of all investments, receipts
        and disbursements and other transactions hereunder, which shall show the
        complete record of the operation of the Fund, and all such accounts and the
        books and records relating thereto shall be open to inspection at all reasonable
        times by any person designated in writing by the Administrator.


      
        
          
          

        

        
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      (b)           The
        Trustee shall also furnish to the Employer and the Administrator, upon request,
        balance sheets and statements of receipts and disbursements during the
        continuance of this Agreement as of any date requested, but the Trustee shall
        not be required to furnish such statements more than once in any three-month
        period.

      


      (c)           Within
        one hundred twenty (120) days following the close of each Plan Year, and
        within
        one hundred twenty (120) days following the resignation or removal of the
        Trustee as provided for in Section 15.5 hereof, and within one hundred twenty
        (120) days following the completion of the application or distribution of
        the
        Fund upon termination of the Plan, the Trustee shall file with the Employer
        and
        with the Administrator a written account setting forth all investments,
        receipts, disbursements and other transactions effected by it during such
        year
        or during the period from the closing date of the last preceding written
        account
        to the date of such resignation or removal or to the date of such completion
        of
        application or distribution of funds. Each such account shall set forth in
        summary form the receipts and disbursements of the Trustee for the period
        accounted for and shall include a description of all securities and other
        assets
        purchased and sold during the period accounted for, and the cost or proceeds
        of
        sale thereof, and shall show all cash, securities and other property held
        at the
        end of such period, and the cost and the market value of each item thereof.
        Except as otherwise prescribed by the Act, the Trustee shall be forever released
        and discharged from any liability or accountability to anyone about the
        propriety of its acts or transactions shown in such account, except with
        respect
        to any such acts or transactions as to which the Employer or Administrator
        shall, within the one year period after such account shall have been filed
        with
        the Employer and with the Administrator, file with the Trustee a written
        statement setting forth its or their exceptions or objections. If such account
        is filed with the Trustee and the matters thereby brought into controversy
        cannot be adjusted by agreement between the Employer and/or Administrator
        and
        the Trustee, then the Trustee shall file such account in any court of competent
        jurisdiction for audit and adjudication, as provided in Section 15.8(g) hereof.
        The written approval by the Employer and by the Administrator of any account
        filed by the Trustee with the Employer and the Administrator shall forever
        release and discharge the Trustee from any liability or accountability to
        anyone
        about the propriety of its acts or transactions shown in such
        account.

      


      (d)           The
        Trustee may employ such counsel, accountants, brokers, actuaries and other
        agents and provide for such clerical, accounting, actuarial and other services
        as the Trustee may deem advisable to perform its duties under this Agreement,
        or
        as may be directed by the Administrator. The Trustee may pay for such services
        in accordance with Section 15.4(y) hereof.

      


      (e)           The
        Trustee may enter into contracts in such form as it shall determine with
        one or
        more persons, firms, corporations or associations to provide administrative
        services in handling investments, including custodial arrangements with
        qualified parties.

      


      (f)           The
        Administrator may retain the services of one or more persons or firms for
        the
        management of (including the power to acquire and dispose of) all or any
        part of
        the Fund, or to direct the Trustee on investments for all or any part of
        the
        Fund, provided that each such person or firm is registered as an investment
        advisor under the Investment Advisers Act of 1940, is a bank (as defined
        in that
        Act), or is an insurance company qualified to manage, acquire or dispose
        of
        trust assets under the laws of more than one state, and provided that each
        of
        such persons or firms has acknowledged in writing that he or it is a fiduciary
        with respect to the Plan; in such event, the investment manager or managers
        shall have the same investment powers and duties as the Administrator to
        direct
        the Trustee with respect to any matters contemplated under the Plan or this
        Agreement, to the extent that such advisors are so retained, and the Trustee
        shall not be liable for the acts or omissions of such investment manager
        or
        managers, or for any transaction entered into upon the instructions of such
        investment manager or managers, nor shall it be under any obligation to invest
        or otherwise manage any Fund assets except as directed by the Administrator
        or
        such investment manager or managers.

      


      (g)           The
        Trustee shall have all of the powers necessary or desirable to perform properly
        its duties as a directed trustee under the terms of this
        Agreement.


      
        
          
          

        

        
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      (h)           The
        Trustee shall invest and reinvest the Fund assets primarily in Employer
        Securities in accordance with the directions of the Administrator or an
        Investment Manager. If any distribution of an investment may be paid at the
        election of the shareholder in additional shares or in cash, the Trustee
        may
        elect to receive it in additional shares. The Trustee is also directed to
        sell
        or redeem shares as required to implement the instructions of the Administrator
        or an Investment Manager or to pay the Trustee’s fees and expenses.

      


      (i)           In
        extension and not in limitation of the powers given it by law or by other
        provisions of this Agreement, the Trustee, in complying with the directions
        of
        the Administrator or an Investment Manager, shall have the following powers
        with
        respect to the Fund, to be exercised at the direction of the Administrator
        or an
        Investment Manager, if applicable.

      


      (j)           To
        invest and reinvest any monies at any time forming a part of the Fund in
        any
        capital or common stock (whether voting or non-voting and whether or not
        currently paying a dividend), preferred or preference stock (whether voting
        or
        non-voting and whether or not currently paying a dividend), convertible
        securities, corporate and governmental obligations, common or collective
        trust
        funds or pooled investment funds maintained by a bank or trust company or
        pooled
        investment funds of an insurance company qualified to do business in a state
        even though such bank, trust company or insurance company is a disqualified
        person within the meaning of Section 4975(e)(2) of the Code, notes and other
        evidences of indebtedness or ownership (secured or unsecured), contracts,
        partnership or joint venture interests, choses in action, and warrants and
        other
        instruments entitling the owner thereof to subscribe to or purchase any of
        the
        aforesaid. A substitute trustee need not request approval from any governmental
        agency as to the propriety of any investment in the Fund at the time it assumes
        its duties.

      


      (k)           To
        borrow or raise money for the purposes of the Fund, including the borrowing
        of
        money for the purpose of acquiring Employer Securities to the extent permitted
        by the Act, the Code and the applicable regulations, upon such terms and
        conditions as are directed by the Administrator or an Investment Manager
        in its
        absolute discretion. For any sum so borrowed, the Trustee may, in accordance
        with the directions of the Administrator or an Investment Manager, issue
        a
        promissory note as Trustee and secure the repayment thereof by pledging,
        mortgaging or otherwise assigning all or any part of the Fund.

      


      (l)           To
        vote in person or by proxy any stocks, bonds or other securities held by
        the
        Trustee; to exercise any options appurtenant to any stocks, bonds or other
        securities, or to exercise any right to subscribe for additional stocks,
        bonds,
        or other securities and to make any and all necessary payments therefor;
        to join
        in, or to dissent from and to oppose the reorganization, recapitalization,
        consolidation, liquidation, sale or merger of corporations or properties,
        upon
        such terms and conditions as may be specified in directions to the Trustee
        by
        the Administrator or an Investment Manager. Notwithstanding the foregoing,
        each
        Participant with an Employee Stock Ownership Account shall be entitled to
        direct
        the Trustee as to the manner in which the Employer Securities in such Account
        are to be voted in accordance with Section 8.2.

      


      (m)           To
        cause any investments from time to time held by it to be registered in, or
        transferred into, its name as Trustee, or the name of a nominee, or to retain
        them unregistered or in form permitting transferability by delivery, but
        the
        books and records of the Trustee shall at all times show that all such
        investments are part of the Fund. The Administrator or an Investment Manager
        may
        direct the Trustee to utilize the services of a securities clearing corporation
        to the extent permitted by applicable law.

      


      (n)           To
        employ and enter into agreements with such counsel, accountants, brokers,
        investment advisors, and other agents as the Trustee shall deem advisable,
        or as
        may be directed by the Administrator, and to pay their reasonable expenses
        and
        compensation.

      


      (o)           To
        retain any cash and keep unproductive of income any portion of the Fund as
        the
        Administrator or an Investment Manager, in its absolute discretion, may direct,
        without liability to pay interest on such cash balance or on cash in its
        hands
        pending investment or distribution.


      
        
          
          

        

        
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      (p)           To
        hold and administer the Fund without distinction between principal and income,
        and as a single trust fund without physical segregation of any separate funds
        or
        accounts provided for in the Plan, except where the Plan clearly requires
        the
        segregation of Fund assets.

      


      (q)           The
        Trustee shall acquire or hold, in accordance with the directions of the
        Administrator or an Investment Manager, any security issued by the Employer
        or
        an affiliate of the Employer which is a “qualifying employer security” or any
        real property (and related personal property) which is leased to the Employer
        or
        an affiliate of the Employer which is a “qualifying employer real property,” as
        such terms are defined in the Act and the Code. The Trustee may invest up
        to one
        hundred percent (100%) of the Fund in qualifying employer securities in
        accordance with the direction of the Administrator or an Investment
        Manager.

      


      (r)           In
        accordance with the direction of the Administrator or an Investment Manager,
        the
        Trustee shall purchase or sell qualifying employer securities from or to
        any
        party (subject to any restrictions applicable to such employer securities),
        including the Employer.

      


      (s)           Any
        qualifying employer securities held in the Fund shall be valued at fair market
        value for all purposes of the Plan. The determination of fair market value
        shall
        be made in good faith by the Trustee in accordance with Section 15.3(g)
        hereof.

      


      (t)           As
        this Trust is the trust for an employee stock ownership plan, the Trustee
        shall
        invest the assets of the Trust, in accordance with the directions of the
        Administrator or an Investment Manager, primarily in Employer
        Securities.

      


      (u)           Any
        Employer Securities received by the Trustee as a stock split or dividend
        or as
        the result of a reorganization or recapitalization of the Sponsor shall be
        allocated as of each Valuation Date in proportion to the Employer Securities
        to
        which they are attributable.

      


      (v)           The
        Trustee shall perform its duties in accordance with the Act, as well as in
        accordance with the Plan and this Agreement insofar as they are consistent
        with
        the provisions of the Act. The Trustee shall be under no duty to defend or
        engage in any suit with respect to the Fund unless the Trustee shall have
        been
        fully indemnified to its satisfaction. To the extent not prohibited by the
        Act,
        the Trustee shall not be responsible in any way for any action or omission
        of
        the Employer or the Administrator with respect to its duties and obligations
        as
        set forth in the Plan and this Agreement. To the extent not prohibited by
        the
        Act, the Trustee shall also not be responsible for any action or omission
        of any
        of its agents or with respect to reliance upon the advice of its counsel
        (whether or not such counsel is also counsel to the Employer or the
        Administrator), provided that such agents or counsel were prudently chosen
        by
        the Trustee and that the Trustee relied in good faith upon the action of
        such
        agent or the advice of such counsel. The Trustee shall not be relieved from
        responsibility or liability for any responsibility, obligation or duty imposed
        upon it under the Plan or under the Act.

      


      (w)           The
        Trustee is a party to this document solely for the purposes set forth in
        this
        document and to perform the acts set forth herein, and no obligation or duty
        shall be expected or required of the Trustee except as expressly stated in
        the
        Plan or this Agreement.

      


      (x)           The
        Trustee may receive such reasonable fee for its services as shall be mutually
        agreed upon, prior to the rendering of such services, between the Sponsor
        and
        the Trustee. Any expenses incurred by the Trustee in the administration of
        the
        Trust shall be paid from the Trust unless paid by the Employer directly.
        If paid
        by the Trust, such expenses (including the fees of a corporate trustee) shall
        be
        charged proportionately (or in such other reasonable manner as the Trustee
        shall
        determine) to the Accounts of all Participants, unless such expenses are
        allocable to the Account or Accounts of one or more specific
        Participants.


      
        
          
          

        

        
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      (y)           The
        Employer shall indemnify and hold harmless the Trustee and its respective
        officers, directors, employees and agents from and against any and all damages
        (including without limitation amounts paid in settlement), fines, losses,
        costs,
        liabilities, interest and reasonable attorneys' fees that result from or
        relate
        to any Claims (as defined below) that relate to or arise out of Trustee's
        being
        or having been Trustee of the Plan (hereinafter collectively referred to
        as the
“Trustee Liabilities”) (whether or not it is Trustee at the time any such
        Trustee Liabilities are asserted or incurred); provided, however, that the
        foregoing indemnification shall not apply to matters as to which Trustee
        breached its fiduciary duties under the Act, unless such breach either: (i)
        was
        performed (or not performed) in accordance with the specific direction of
        the
        Employer, the Administrator, or any person engaged by the Employer or
        Administrator for such purpose (including, but not limited to, directions
        from
        an Investment Manager); or (ii) was caused by the Employer's or the
        Administrator's knowing violation of applicable law or their respective duties
        undertaken with respect to the Plan and Trust (including, but not limited
        to,
        their fiduciary duties under the Act). For purposes of this Section, “Claims”
shall mean any actions, causes of action, claims, demands, suits, proceedings,
        disputes, citations, summons, subpoenas, inquiries or investigations of any
        nature whatsoever, whether or not in law, in equity or in any civil, criminal
        or
        regulatory proceeding.

      


      Each
        and all of the foregoing powers
        may be exercised without court order or other legal formality. No one dealing
        with the Trustee need inquire concerning the validity or propriety of anything
        that is done or need see to the application of any money paid or property
        transferred to or upon the order of the Trustee.

      


      15.5           Resignation
        or Removal of the Trustee.

      


      The
        Trustee may resign from being
        trustee under this Agreement at any time by giving the Sponsor and the
        Administrator written notice of resignation. The Trustee may be removed by
        the
        Sponsor by written notice of removal either mailed or delivered by hand to
        the
        Trustee. Such resignation or removal shall take effect on the date specified
        in
        the notice of resignation or removal, but the date thus specified shall not
        be
        less than thirty (30) days nor more than ninety (90) days following the date
        of
        mailing or delivery of such notice. In the event that the Trustee is unable
        or
        unwilling to comply with instructions from the Sponsor, the Investment Manager
        (if any), or the Administrator, or the voting determination made pursuant
        to
        Plan Section 8.2, the Trustee shall be entitled to resign immediately upon
        delivery of written notice to the Sponsor. Notwithstanding the preceding
        sentence, the Trustee shall not be entitled to resign immediately in the
        event
        of a dispute between the Trustee and the Sponsor or the Administrator about
        the
        prudence of continuing to make payments under a previously negotiated Exempt
        Loan to purchase Employer Securities. In the event of such a dispute, the
        Trustee may resign, but such resignation shall not take effect less than
        thirty
        (30) days from the date of the mailing of such written resignation. In no
        event
        shall the resignation or removal of the Trustee terminate this Agreement,
        but
        upon such resignation or removal of the Trustee, the Sponsor shall have the
        duty
        forthwith to appoint a successor trustee to carry out the terms of this
        Agreement. Notice in writing of such appointment of a successor trustee shall
        be
        given to the Trustee resigning or being removed by the Sponsor. In the event
        of
        such resignation or removal of the Trustee and upon the appointment of a
        successor trustee and acceptance by such trustee, the Trustee shall transfer
        to
        the successor trustee the assets of the Fund and all records or books of
        account
        pertaining to this Agreement in its possession, provided that the Trustee
        shall
        be given a reasonable time, not to exceed sixty (60) days, to complete its
        accounting before making such transfer. Upon such resignation or removal
        of a
        corporate Trustee, it shall be entitled to be paid its fee, if any, earned
        to
        the date of such resignation or removal. A successor trustee shall have the
        same
        powers and duties as those herein conferred upon the Trustee. A successor
        trustee may be removed or may resign in the same manner, and, in the event
        of
        such removal or resignation of a successor trustee, the same steps shall
        be
        allowed as on the removal or resignation of the Trustee. When the Fund assets
        shall have been transferred and delivered to the successor trustee and the
        accounts of the Trustee shall have been settled in accordance with Section
        15.4(c), the Trustee shall be forever released and discharged from all further
        accountability, responsibility and liability to anyone for the Fund assets
        and
        shall not be responsible in any way for the further disposition of the
        Fund.


      
        
          
          

        

        
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      15.6           Continuance
        and Termination of this Agreement.

      


      (a)           The
        Trust shall continue as long as the Plan is in full force and effect. If
        the
        Plan ceases to be in full force and effect, the Trust shall thereupon terminate
        unless expressly extended by the Sponsor.

      


      (b)           Upon
        the termination of the Plan, the Fund shall be allocated and distributed
        or held
        by the Trustee as provided in Article XII.

      


      (c)           Except
        as otherwise expressly provided in this instrument, neither the termination
        of
        the Trust nor any other action or non-action shall cause the Employer to
        have
        any right whatsoever with respect to any contribution, any asset of the Fund,
        or
        any other matter or thing whatsoever in connection with the Fund, it being
        expressly agreed and understood that all contributions made are irrevocable
        and
        that none of said contributions may, under any circumstances whatsoever (except
        as specifically set forth in the Plan), be returned to or used for the benefit
        of the Employer.

      


      15.7           Miscellaneous.

      


      (a)           The
        parties hereto shall be protected in acting upon any notice, resolution,
        request, consent, order, certificate, report, opinion, statement or other
        document which they reasonably believe to be genuine and to have been signed
        by
        the proper party or parties or by a person or persons authorized to act on
        its
        behalf.

      


      (b)           No
        person dealing with the Trustee shall be under any obligation to inquire
        into
        the validity, expediency or propriety of any action by the Trustee or of
        any
        exercise by it of any of the powers conferred upon it by this Agreement.
        The
        execution by the Trustee of any instrument, document or paper in connection
        with
        the exercise of any of the powers enumerated herein shall, of itself, be
        conclusive evidence to all persons of the authority of the Trustee to execute
        the same and to exercise the powers incident thereto.

      


      (c)           If
        at any time or times the Trustee is in doubt as to the course which it should
        follow in any matter relating to the administration of this Agreement, it
        may
        request the Administrator to advise it with respect thereto, and it shall
        be
        protected in relying upon the advice or direction which may be given it by
        the
        Administrator, in writing, in response to such request.

      


      (d)           The
        Trustee shall not be required to give any bond or other security for the
        faithful performance of its duties hereunder, unless otherwise required by
        law.


      
        
          
          

        

        
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      IN
        WITNESS WHEREOF, the Sponsor has
        caused these presents to be executed by its duly authorized officers and
        its
        corporate seal to be affixed on this _____ day of _______, 2007.

      


      


      
        	
                ATTEST:

              	
                CAPITOL
                  FEDERAL FINANCIAL

              


      

      


      


      


      By           

      
        	
                Secretary

              	
                President
                  and Chief Executive Officer

              


      

      


      


      


      


      [Corporate
        Seal]

      


      


      


      


      
        	
                ATTEST:

              	
                CAPITOL
                  FEDERAL SAVINGS BANK

              


      

      


      


      


      By           

      
        	
                Secretary

              	
                President
                  and Chief Executive Officer

              


      

      


      


      


      


      


      [Corporate
        Seal]

      


      


      


      


      


      


      



      
        
          
          

        

        
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