Exhibit 10.14


[EXECUTION COPY]


 


 


TRIBUNE EMPLOYEE STOCK OWNERSHIP PLAN
















TABLE OF CONTENTS


	
   

  	
   

  	
   

  	
   

  	
  PAGE

  
	
  SECTION 1

  	
   

  	
  1

  
	
  Background of
  Plan

  	
   

  	
  1

  
	
  1.1

  	
   

  	
  History and Purpose

  	
   

  	
  1

  
	
  1.2

  	
   

  	
  Effective Date; Plan Year

  	
   

  	
  1

  
	
  1.3

  	
   

  	
  Trustee; Trust Agreement

  	
   

  	
  1

  
	
  1.4

  	
   

  	
  Plan Administration

  	
   

  	
  2

  
	
  1.5

  	
   

  	
  Employers

  	
   

  	
  2

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2

  	
   

  	
  3

  
	
  Eligibility and
  Participation

  	
   

  	
  3

  
	
  2.1

  	
   

  	
  Eligibility to Participate

  	
   

  	
  3

  
	
  2.2

  	
   

  	
  Participation Not Guarantee of Employment

  	
   

  	
  4

  
	
  2.3

  	
   

  	
  Leased Employees

  	
   

  	
  4

  
	
  2.4

  	
   

  	
  Military Service

  	
   

  	
  4

  
	
  2.5

  	
   

  	
  Omission of Eligible Employee

  	
   

  	
  5

  
	
  2.6

  	
   

  	
  Inclusion of Ineligible Person

  	
   

  	
  5

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3

  	
   

  	
  6

  
	
  Service &
  Compensation

  	
   

  	
  6

  
	
  3.1

  	
   

  	
  Years of Service

  	
   

  	
  6

  
	
  3.2

  	
   

  	
  Hour of Service

  	
   

  	
  7

  
	
  3.3

  	
   

  	
  One Year Break in Service

  	
   

  	
  8

  
	
  3.4

  	
   

  	
  Compensation

  	
   

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4

  	
   

  	
  10

  
	
  Employer
  Contributions

  	
   

  	
  10

  
	
  4.1

  	
   

  	
  Employer Contributions

  	
   

  	
  10

  
	
  4.2

  	
   

  	
  Due Date for Employer Contributions

  	
   

  	
  11

  
	
  4.3

  	
   

  	
  Payment of Acquisition Loans

  	
   

  	
  11

  
	
  4.4

  	
   

  	
  Individual Employer’s Share of Employer
  Contributions; Limitations on Employers’ Contributions

  	
   

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 5

  	
   

  	
  13

  
	
  Company Stock;
  Acquisition Loans

  	
   

  	
  13

  
	
  5.1

  	
   

  	
  Company Stock

  	
   

  	
  13

  
	
  5.2

  	
   

  	
  Acquisition Loans

  	
   

  	
  13

  



 



 i
 









 


	
  SECTION 6

  	
   

  	
  14

  
	
  Investment of
  Employer Contributions

  	
   

  	
  14

  
	
  6.1

  	
   

  	
  ESOP Stock Account Investments in Company Stock

  	
   

  	
  14

  
	
  6.2

  	
   

  	
  Diversification of Investments in Company Stock

  	
   

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 7

  	
   

  	
  16

  
	
  Accounting

  	
   

  	
  16

  
	
  7.1

  	
   

  	
  Participants’ Accounts

  	
   

  	
  16

  
	
  7.2

  	
   

  	
  Loan Suspense Account

  	
   

  	
  16

  
	
  7.3

  	
   

  	
  Accounting Dates; Special Accounting Dates;
  Accounting Period

  	
   

  	
  16

  
	
  7.4

  	
   

  	
  Transfer of Shares From Loan Suspense Account to
  Participants’ ESOP Stock Accounts

  	
   

  	
  17

  
	
  7.5

  	
   

  	
  Adjustment of Participants’ Accounts

  	
   

  	
  17

  
	
  7.6

  	
   

  	
  Dividends on Company Stock

  	
   

  	
  19

  
	
  7.7

  	
   

  	
  Investment of Cash in Trust

  	
   

  	
  20

  
	
  7.8

  	
   

  	
  Fair Market Value of Company Stock

  	
   

  	
  20

  
	
  7.9

  	
   

  	
  Stock Dividends, Stock Splits and Capital
  Reorganizations Affecting ESOP Shares

  	
   

  	
  20

  
	
  7.10

  	
   

  	
  Allocation of Proceeds from Sale or Liquidation

  	
   

  	
  22

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 8

  	
   

  	
  23

  
	
  Contribution and
  Benefit Limitations

  	
   

  	
  23

  
	
  8.1

  	
   

  	
  Contribution Limitations

  	
   

  	
  23

  
	
  8.2

  	
   

  	
  Combining of Plans

  	
   

  	
  24

  
	
  8.3

  	
   

  	
  Highly Compensated Employee

  	
   

  	
  24

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 9

  	
   

  	
  26

  
	
  Period of
  Participation

  	
   

  	
  26

  
	
  9.1

  	
   

  	
  Settlement Date

  	
   

  	
  26

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 10

  	
   

  	
  27

  
	
  Vesting in
  Benefits; Forfeitures; Reinstatements

  	
   

  	
  27

  
	
  10.1

  	
   

  	
  Fully Vested Benefits

  	
   

  	
  27

  
	
  10.2

  	
   

  	
  Partially Vested Benefits

  	
   

  	
  27

  
	
  10.3

  	
   

  	
  Forfeitures

  	
   

  	
  27

  
	
  10.4

  	
   

  	
  Reinstatement

  	
   

  	
  28

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 11

  	
   

  	
  29

  
	
  Distributions
  Following Settlement Date

  	
   

  	
  29

  
	
  11.1

  	
   

  	
  Manner of Distribution

  	
   

  	
  29

  
	
  11.2

  	
   

  	
  Determination of Account Balances

  	
   

  	
  29

  



 



 ii
 









 


	
  11.3

  	
   

  	
  Reinvestment of ESOP Stock Account

  	
   

  	
  30

  
	
  11.4

  	
   

  	
  Timing of Distributions

  	
   

  	
  30

  
	
  11.5

  	
   

  	
  Direct Rollovers

  	
   

  	
  35

  
	
  11.6

  	
   

  	
  Designation of Beneficiary

  	
   

  	
  37

  
	
  11.7

  	
   

  	
  Missing Participants or Beneficiaries; Delays in
  Determining Benefits

  	
   

  	
  38

  
	
  11.8

  	
   

  	
  Facility of Payment

  	
   

  	
  39

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 12

  	
   

  	
  40

  
	
  Rights,
  Restrictions, and Options on Company Stock

  	
   

  	
  40

  
	
  12.1

  	
   

  	
  Right of First Refusal

  	
   

  	
  40

  
	
  12.2

  	
   

  	
  Put Option

  	
   

  	
  40

  
	
  12.3

  	
   

  	
  Share Legend; Other Restrictions

  	
   

  	
  42

  
	
  12.4

  	
   

  	
  Nonterminable Rights

  	
   

  	
  42

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 13

  	
   

  	
  43

  
	
  Voting and
  Tendering of Company Stock

  	
   

  	
  43

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 14

  	
   

  	
  45

  
	
  General
  Provisions

  	
   

  	
  45

  
	
  14.1

  	
   

  	
  Interests Not Transferable

  	
   

  	
  45

  
	
  14.2

  	
   

  	
  Absence of Guaranty

  	
   

  	
  45

  
	
  14.3

  	
   

  	
  Employment Rights

  	
   

  	
  45

  
	
  14.4

  	
   

  	
  Litigation by Participants or Other Persons

  	
   

  	
  45

  
	
  14.5

  	
   

  	
  Evidence

  	
   

  	
  46

  
	
  14.6

  	
   

  	
  Waiver of Notice

  	
   

  	
  46

  
	
  14.7

  	
   

  	
  Controlling Law

  	
   

  	
  46

  
	
  14.8

  	
   

  	
  Statutory References

  	
   

  	
  46

  
	
  14.9

  	
   

  	
  Severability

  	
   

  	
  46

  
	
  14.10

  	
   

  	
  Additional Employers

  	
   

  	
  46

  
	
  14.11

  	
   

  	
  Action By Employers

  	
   

  	
  47

  
	
  14.12

  	
   

  	
  Gender and Number

  	
   

  	
  47

  
	
  14.13

  	
   

  	
  Indemnification

  	
   

  	
  47

  
	
  14.14

  	
   

  	
  Automated Systems

  	
   

  	
  47

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 15

  	
   

  	
  48

  
	
  Restrictions as
  to Reversion of Trust Assets to the Employers

  	
   

  	
  48

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 16

  	
   

  	
  50

  
	
  Amendment and
  Termination

  	
   

  	
  50

  
	
  16.1

  	
   

  	
  Amendment

  	
   

  	
  50

  
	
  16.2

  	
   

  	
  Termination

  	
   

  	
  50

  
	
  16.3

  	
   

  	
  Nonforfeitability and Distribution on Termination

  	
   

  	
  50

  
						



 



 iii
 









 


	
  16.4

  	
   

  	
  Plan Merger, Consolidation, Etc.

  	
   

  	
  51

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 17

  	
   

  	
  52

  
	
  Administration

  	
   

  	
  52

  
	
  17.1

  	
   

  	
  The Administrator

  	
   

  	
  52

  
	
  17.2

  	
   

  	
  The Administrator’s General Powers, Rights, and
  Duties

  	
   

  	
  52

  
	
  17.3

  	
   

  	
  Interested Administrator Member

  	
   

  	
  53

  
	
  17.4

  	
   

  	
  Administrator Expenses

  	
   

  	
  53

  
	
  17.5

  	
   

  	
  Uniform Rules

  	
   

  	
  54

  
	
  17.6

  	
   

  	
  Information Required by the Administrator

  	
   

  	
  54

  
	
  17.7

  	
   

  	
  Review of Benefit Determinations

  	
   

  	
  54

  
	
  17.8

  	
   

  	
  Administrator’s Decision Final

  	
   

  	
  54

  
	
  17.9

  	
   

  	
  Denial Procedure and Appeal Process

  	
   

  	
  54

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SECTION 18

  	
   

  	
  58

  
	
  Special Rules
  Applicable When Plan is Top-Heavy

  	
   

  	
  58

  
	
  18.1

  	
   

  	
  Purpose and Effect

  	
   

  	
  58

  
	
  18.2

  	
   

  	
  Top-Heavy Plan

  	
   

  	
  58

  
	
  18.3

  	
   

  	
  Key Employee

  	
   

  	
  59

  
	
  18.4

  	
   

  	
  Aggregated Plans

  	
   

  	
  59

  
	
  18.5

  	
   

  	
  Minimum Employer Contribution

  	
   

  	
  60

  
	
  18.6

  	
   

  	
  Coordination of Benefits

  	
   

  	
  60

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT 1

  	
   

  	
  61

  
	
  Tribune Employee
  Stock Ownership Plan

  	
   

  	
  61

  



 



 iv















Index of Defined Terms


	
  Accounting Date

  	
   

  	
  16

  	
   

  	
  Highly Compensated Employee

  	
  24

  
	
  Accounting
  Period

  	
   

  	
  16

  	
   

  	
  Hour of Service

  	
  7

  
	
  Accounts

  	
   

  	
  16

  	
   

  	
  Investment Income

  	
  20

  
	
  Acquisition
  Loan

  	
   

  	
  13

  	
   

  	
  Key Employee

  	
  59

  
	
  Administrator

  	
   

  	
  2, 52

  	
   

  	
  Leased Employee

  	
  4

  
	
  Annual
  Addition

  	
   

  	
  23

  	
   

  	
  Limitation Year

  	
  23

  
	
  Beneficiary

  	
   

  	
  38

  	
   

  	
  Loan Suspense Account

  	
  16

  
	
  Code

  	
   

  	
  46

  	
   

  	
  Nonallocation Year

  	
  20

  
	
  Company

  	
   

  	
  1

  	
   

  	
  Normal Retirement Age

  	
  26

  
	
  Company
  Stock

  	
   

  	
  13

  	
   

  	
  One Year Break in Service

  	
  8

  
	
  Compensation

  	
   

  	
  8

  	
   

  	
  Participant

  	
  3

  
	
  Controlled
  Group Member

  	
   

  	
  2

  	
   

  	
  Plan

  	
  1

  
	
  Deemed-Owned
  Shares

  	
   

  	
  21

  	
   

  	
  Plan Year

  	
  1

  
	
  Determination
  Date

  	
   

  	
  58

  	
   

  	
  Pledge Agreement

  	
  48

  
	
  Disqualified
  Person

  	
   

  	
  20

  	
   

  	
  Put Option

  	
  40

  
	
  Dividend

  	
   

  	
  17

  	
   

  	
  Qualified Election Period

  	
  14

  
	
  Effective
  Date

  	
   

  	
  1

  	
   

  	
  Qualified Participant

  	
  14

  
	
  Eligible
  Distributee

  	
   

  	
  36

  	
   

  	
  Ratio Percentage Test

  	
  10

  
	
  Eligible
  Employee

  	
   

  	
  3

  	
   

  	
  Related Company

  	
  2

  
	
  Eligible
  Participant

  	
   

  	
  10

  	
   

  	
  Related Defined Contribution Plan

  	
  23

  
	
  Eligible
  Retirement Plan

  	
   

  	
  36

  	
   

  	
  Required Commencement Date

  	
  31

  
	
  Eligible
  Rollover Distribution

  	
   

  	
  36

  	
   

  	
  Right of First Refusal

  	
  40

  
	
  Employee

  	
   

  	
  3

  	
   

  	
  Settlement Date

  	
  26

  
	
  Employer

  	
   

  	
  2

  	
   

  	
  Special Accounting Date

  	
  16

  
	
  Employer
  Contribution

  	
   

  	
  10

  	
   

  	
  Spouse

  	
  38

  
	
  ERISA

  	
   

  	
  46

  	
   

  	
  Synthetic Equity

  	
  21

  
	
  ESOP
  Cash Account

  	
   

  	
  16

  	
   

  	
  Top-Heavy Plan

  	
  58

  
	
  ESOP
  Stock Account

  	
   

  	
  16

  	
   

  	
  Trust

  	
  1

  
	
  Financed
  Shares

  	
   

  	
  13

  	
   

  	
  Trustee

  	
  1

  
	
  Forfeiture

  	
   

  	
  27

  	
   

  	
  Years of Service

  	
  6

  



 



 i















TRIBUNE EMPLOYEE STOCK OWNERSHIP PLAN


SECTION 1


Background of Plan


1.1          History and Purpose


Tribune Company, a Delaware
corporation (the “Company”)
hereby establishes the Tribune Employee Stock Ownership Plan (the “Plan”), to enable eligible Employees to acquire
stock ownership interests in the Company by investing primarily in Company
Stock.  The Plan is intended to be a
qualified employee benefit plan under section 401(a) of the Code and an
employee stock ownership plan within the meaning of section 4975(e)(7) of the
Code, and all interpretations of the Plan shall be consistent with that
intent.  The Plan is intended to invest
primarily in Company Stock, and is specifically permitted to invest up to 100%
of its assets in Company Stock.


1.2          Effective Date; Plan Year


The Effective Date of the
Plan is January 1, 2007 (the “Effective Date”).   The Plan will be administered on the basis
of a plan year (the “Plan Year”)
which shall be the 12-month period ending on December 31 of each year.


1.3          Trustee; Trust Agreement


Amounts contributed under
the Plan are held and invested, until distributed, by the trustee (the “Trustee”) appointed by the Company acting
by its Board of Directors.  The Trustee
acts in accordance with the terms of a trust agreement between the Company and
the Trustee, which trust agreement is known as the Tribune Employee Stock
Ownership Trust (the “Trust”).  The Trust implements and forms a part of the
Plan.  The provisions of and benefits
under the Plan are subject to the terms and provisions of the Trust.  In the event of any conflict between the Plan
and the trust agreement, the terms of the trust agreement shall control.


1.4          Plan Administration


The Plan is administered by
a committee appointed by the Board of Directors of the Company (the “Administrator”) as described in Section
17.1.  Any notice or document



 1
 









required to be given to or
filed with the Administrator will be properly given or filed if delivered or
mailed, by registered or certified mail, postage prepaid, to the Administrator,
in care of the Company at its corporate headquarters.


1.5          Employers


Exhibit 1 lists the payroll
codes and employee groups, and the corresponding employers, which are all
Controlled Group Members, are Employers. 
Any other Controlled Group Member by resolution may adopt the Plan with
respect to one or more employee groups with the Company’s consent (acting
through the Administrator).  The Company
and any such Controlled Group Members that adopt the Plan are referred to below
collectively as the “Employers”
and sometimes individually as an “Employer.”  A “Controlled
Group Member” means any corporation that is a member of a controlled
group of corporations with the Company (within the meaning of Section 409(l)(4)
of the Code).  A “Related Company” includes the Company and
any corporation or other entity treated as being in a controlled group of
corporations or under common control with the Company, within the meaning of
Code Sections 414(b) and (c), or that is treated as being part of an affiliated
service group that includes the Company within the meaning of Code Section
414(m), or that is otherwise aggregated with the Company pursuant to any
regulations issued under Code Section 414(o).



 2
 









SECTION 2


Eligibility and
Participation


2.1          Eligibility to Participate


(a)                                  Subject to the terms and conditions of the
Plan, each Eligible Employee will become a “Participant”
in the Plan on the first day of the pay period following the date on which the
Employee first completes a Year of Service and has attained age 21.  An “Eligible
Employee” is an Employee:


(i) 
who is not a member of a group or class of Employees of an Employer
whose terms and conditions of employment are covered by a collective bargaining
agreement, unless retirement benefits were not the subject of good faith bargaining
between the Employer and a collective bargaining representative;


(ii) 
who is not a Leased Employee;


(iii) 
who is not a nonresident alien;


(iv) 
the terms and conditions of whose employment are not governed by an
employment agreement that precludes his participation in the Plan;


(v) 
who does not perform services for an Employer as an employee of a
personal service corporation, professional corporation or similar intervening
corporate entity, regardless of whether the validity of that corporate entity
is subsequently nullified by the Internal Revenue Service or any court; and


(vi) 
who is a member of a group of employees to which the Plan has been
extended by his Employer (Exhibit 1 lists the groups of Employers to which the
Plan is extended as of the Effective Date).


(b)                                 For all purposes of the Plan, an individual
shall be an “Employee” of or be “employed”
by a Related Company for any Plan Year only if such individual is treated as a
common law employee by the Related Company for purposes of employment taxes and
wage withholding for federal income taxes. 
If an individual is not considered to be an “Employee” of a Related
Company in accordance with the preceding sentence for a Plan Year, a subsequent
determination by the Related Company, any governmental agency or court that the
individual is a



 3
 









common law employee of the
Related Company, even if such determination is applicable to prior years, will
not have a retroactive effect for purposes of eligibility to participate in the
Plan.


(c)                                  Any Participant who terminates employment but
is reemployed by an Employer before incurring a One Year Break in Service shall
continue to participate in the Plan in the same manner as if such termination
had not occurred, effective as of the date of reemployment.  Any Participant who terminates employment but
is reemployed by an Employer after incurring a One Year Break in Service shall
be treated as a new hire and participate in the Plan only after again
satisfying the requirements of this Section.


2.2          Participation Not Guarantee of Employment


Participation in the Plan
does not constitute a guarantee or contract of employment and will not give any
Employee the right to be retained in the employ of the Employers nor any right
or claim to any benefit under the terms of the Plan unless such right or claim
has specifically accrued under the terms of the Plan.


2.3          Leased Employees


A “Leased Employee” means any person defined
in Code Section 414(n), which includes any person who is not an Employee of an
Employer, but who has provided services to an Employer, which services are
performed under the primary direction or control of the Employer, on a
substantially full-time basis for a period of at least one year, pursuant to an
agreement between the Employer and a leasing organization.  If a Leased Employee is subsequently employed
by an Employer, the period during which a Leased Employee performs services for
the Employer shall be taken into account for purposes of Section 3.1 of the Plan.


2.4          Military Service


Notwithstanding
any provision of this Plan to the contrary, contributions, benefits and service
credit with respect to qualified military service will be provided in
accordance with Code Section 414(u).  A
Participant returning to employment after serving in the uniformed services is
treated as not having incurred a One Year Break In Service (as defined in
subsection 3.3) during the period of qualified military service.  Each period of qualified military service is
considered under the Plan to be service with the Employer for the purposes of:


(a)           determining the nonforfeitability of the Participant’s Account
balances, in accordance with the provisions of Section 10 of the Plan; and



 4
 









(b)           determining the Participant’s benefit allocations under Section 4.


2.5          Omission of Eligible Employee


If, in any Plan Year, any
Employee who should be included as a Participant in the Plan is erroneously
omitted, and discovery of such omission is not made until after a contribution
by the Employer for the Plan Year has been made, the Employer shall make a
subsequent contribution with respect to the omitted Employee in the amount
which the Company would have contributed if he or she had not been
omitted.  Such contribution shall be made
regardless of whether or not it is deductible in whole or in part in any
taxable year under applicable provisions of the Code.


2.6          Inclusion of Ineligible Person


If, in any Plan Year, any
person who should not have been included as a Participant in the Plan is
erroneously included, and discovery of such incorrect inclusion is not made
until after a contribution by the Company for the year has been made, the
Company shall not be entitled to recover the contribution made with respect to
the ineligible person regardless of whether a deduction is allowable with
respect to such contribution.  In such
event, the amount contributed with respect to the ineligible person shall
constitute a Forfeiture for the Plan Year in which the discovery is made.



 5
 









SECTION 3


Service &
Compensation


3.1          Years of Service


The term “Years of Service” means an Employee’s or
Participant’s period of service with the Employer or Controlled Group Member
determined in accordance with the following:


(a)                                  An Employee shall be credited with one “Year
of Service” for eligibility purposes if he or she is employed with an Employer
or Controlled Group Member for a period of 12 months following the date he or
she first completes an Hour of Service and completes 1,000 Hours of Service
during that period.  If the Employee
fails to do so, then he or she shall be credited with one “Year of Service” for
eligibility purposes if he or she is employed by an Employer during the 12
months of a Plan Year and completes 1,000 Hours of Service during that period,
beginning with the Plan Year including the first anniversary of the date on
which the Employee first completes an Hour of Service for an Employer or
Controlled Group Member.


(b)                                 For purposes of vesting under Section 10, a
Participant will be credited with a Year of Service upon completing 1,000 Hours
of Service during a Plan Year.


(c)                                  Years of Service shall include service
performed prior to the Effective Date of the Plan and shall include service
regardless of age.


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


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


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



 6
 









(iii)                               After five (5) consecutive One Year Breaks in
Service, a former Participant’s vested balance of his Accounts attributable to
pre-break service shall not be increased as a result of post-break service;


(iv)                              If a former Participant who has not had his
Years of Service before a One Year Break in Service disregarded pursuant to
(ii) above completes one (1) Year of Service for eligibility purposes following
his reemployment with an Employer, he shall participate in the Plan
retroactively from his date of reemployment;


(v)                                 If a former Participant who has not had his
Years of Service before a One Year Break in Service disregarded pursuant to
(ii) above completes a Year of Service (a One Year Break in Service previously
occurred, but employment had not terminated), he shall participate in the Plan
retroactively from the first day of the Plan Year during which he completes one
(1) Year of Service.


3.2          Hour of Service


Subject to the following
provisions of this Section, the term “Hour
of Service” means, with respect to any Employee, (1) each hour for
which the Employee is directly or indirectly paid or entitled to payment by an
Employer for the performance of duties; (2) each hour for which the Employee is
directly or indirectly paid or entitled to payment by an Employer for reasons
other than the performance of duties (such as vacation, holiday, sickness, jury
duty, disability, lay-off, military duty or leave of absence); and (3) each
hour for which back pay, irrespective of mitigation of damages, has been either
awarded or agreed to by an Employer. 
These hours will be credited to the Employee for the computation period
or periods to which the award or agreement pertains rather than the computation
period in which the award, agreement or payment is made.  The same Hours of Service shall not be credit
both under (1) or (2), as the case may be, and under (3).  All Hours of Service shall be determined and
credited in accordance with Department of Labor Reg. Sec. 2530.200b-2.


An Employee or Participant
shall not be credited with more than 501 Hours of Service for any single
continuous period during which he performs no duties for an Employer.  Payments considered for purposes of the
foregoing shall include payments unrelated to the length of the period during
which no duties are performed but shall not include payments made solely as
reimbursement for medically related expenses or solely for the purpose of
complying with applicable workmen’s compensation, unemployment compensation or
disability insurance laws.



 7
 









3.3          One Year Break in Service


The term “One Year Break in Service” means any Plan
Year during which an Employee or a Participant does not complete more than 500
Hours of Service.


To the extent necessary to
avoid a One Year Break in Service and to the extent Hours of Service are not
otherwise credited as provided in Section 3.2, an Employee or Participant shall
be credited with up to 501 Hours of Service during a Plan Year on account of an
absence during such Plan Year due to:


(a)                                  the pregnancy of the Employee or Participant;


(b)                                 the birth of a child of the Employee or
Participant;


(c)                                  the placement of a child with the Employee or
Participant in connection with the adoption of such child by such Employee or
Participant; and


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


3.4          Compensation


Except as otherwise provided
below, a Participant’s “Compensation”
for a Plan Year means the base salary, wages and commissions paid by his
Employer for personal services, excluding the following:  bonuses; overtime pay; shift differential
amounts; deferred compensation; severance pay; accrued vacation pay paid in a
lump sum after the Employee has terminated employment; incentive pay or
incentive commissions; amounts attributable to the grant or exercise of stock
options, the grant of restricted stock, the lapse of restrictions on restricted
stock, or dividends paid on restricted stock; payments from or contributions to
any employee benefit plan (except as specifically provided below); and special
allowances (such as amounts paid to a Participant during an authorized leave of
absence, moving expenses, car expenses, tuition reimbursement, meal allowances,
the cost of excess group life insurance includible in taxable income, and
similar items).  Compensation shall be
determined prior to reduction for any contributions made on behalf of the
Participant to this Plan or to any plan which is qualified under Section 125,
132(f) or 401(k) of the Internal Revenue Code.


For a Participant’s initial
year of participation, Compensation shall be recognized only for the period he
is a Participant.


In no event shall the amount
of a Participant’s Compensation taken into account for purposes of the Plan for
any Plan Year exceed the dollar limitation in effect under Code Section
401(a)(17) (as that limita­tion is adjusted from time to time by the Secretary
of the Treasury pursuant to Code Section 401(a)(17) and which is $225,000 for
the Plan Year commencing in 2007).  If
this period consists of fewer than 12 months, the annual compensation



 8
 









limit shall be an amount
equal to the otherwise applicable annual compensation limit multiplied by a
fraction, the numerator of which is the number of months in the short
determination period, and the denominator of which is 12.



 9
 









SECTION 4


Employer
Contributions


4.1          Employer Contributions


(a)  Timing, Form and Amount. 
Subject to the conditions and limita­tions of the Plan, the Company, in
its sole discretion, may direct the Employers to make a contribution (the “Employer Contri­bution”) to the Plan for
any Plan Year.  Any such Employer
Contribution for a Plan Year shall be made in such amount, if any, as
determined by the Company prior to the end of the Plan Year or within a
reasonable period of time after the end of the Plan Year, provided, however,
that the Company shall direct the Employer to make Employer Contributions at
least in the amount which, when combined with Dividends which may lawfully be
used to make payments on an Acquisi­tion Loan, is sufficient to meet the Plan’s
obligations on all outstanding Acquisition Loans. Employer Contributions shall
be made in cash or in Company Stock (in the discretion of the Company) as of
the last day of the Plan Year.  Employer
Contribu­tions may also be made in the form of forgiveness of any indebtedness
owing by the Plan to an Employer, or by an Employer’s payment of indebtedness
owing by the Plan to any third party.


(b)  Allocation of Employer Contributions — General
Rule.  An “Eligible
Participant” for a Plan Year is a Participant (1) who completes
1,000 Hours of Service during the Plan Year and who is actively employed by an
Employer on the last day of the Plan Year, or (2) who terminated employment
with the Related Companies due to retirement, disability, or death as described
in Section 9.1(a), (b), or (c) during the Plan Year.  Except as otherwise provided herein, Employer
Contributions for a Plan Year shall be allocated to the ESOP Stock Account or
ESOP Cash Account, as applicable, of each Eligible Participant in the
proportion that such Eligible Participant’s Compensation for the Plan Year
bears to the total Compensation of all Eligible Participants for such Plan
Year.


(c)  Allocation
of Employer Contributions — Special Rules.


(1)  If in any Plan Year, as a
result of excluding from the allocation for such year Participants with less
than 1,000 Hours of Service or who are not employed on the last day of the Plan
Year as described in paragraph (b), the Plan would fail to qualify under
section 401(a)(3) of the Code due to failure to comply with the “Ratio Percentage Test” described below,
then for such Plan Year a number of Participants as determined in the following
sentence shall be treated as Eligible Participants, to the extent necessary to
satisfy such Ratio Percentage Test, and the allocation of Employer
Contributions shall be recomputed accordingly. 
The number of such Participants who were not otherwise Eligible
Participants who shall become Eligible Participants shall be the minimum number
of Participants as are necessary to permit the Plan to satisfy the Ratio
Percentage Test, and the specific Participants who shall become Eligible
Participants under the terms of this paragraph shall be those Participants who
were employed by an Employer on the last day of the Plan Year and who



 10
 









completed
the greatest number of Hours of Service in the Plan Year.  If, after including all Participants
described in the preceding sentence as Eligible Participants, the Plan still
fails to satisfy the Ratio Percentage Test, then Participants who were not
employed by an Employer on the last day of the Plan Year shall be included, in
the order of those who completed the greatest number of Hours of Service during
the Plan Year.  In the event more than
one Employee has completed a specific number of Hours of Service, all such
Employees shall be Eligible Participants if any one of them would be so
eligible.  The plan shall be deemed to
comply with the Ratio Percentage Test if the percentage of non-Highly
Compensated Employees benefiting under the Plan for a Plan Year is at least 70%
of the percentage of Highly Compensated Employees benefiting under the
Plan.  Employees who are nonresident
aliens, who are under age 21, or who do not have a Year of Service for
eligibility purposes, or who were not employed by an Employer on the last day
of the Plan Year and who had less than 500 Hours of Service during the Plan
Year shall be excluded from this computation. 
For this purpose, an Employee shall be considered to benefit under the
Plan for a Plan Year if he or she receives an allocation of Employer
Contributions for that Plan Year.


(2)  If, for any Plan Year, it is
necessary to rely on the special rules of Section 415(c)(6) of the Code to
permit the Plan to comply with the limitations of Section 415 of the Code for
that year, and more than one third of the Employer Con­tributions for such Plan
Year would be allocated in accor­dance with this section to the accounts of
Highly Compensated Employees, then the following procedure shall be utilized
instead of the procedure in paragraph (b): (1) exactly one third of the
Employer Contributions shall be allocated to the accounts of the Highly
Compensated Employees who are Eligible Participants, pro rata on the basis of
such Eligible Participants’ Compensation for such Plan Year; (2) the remaining
Employer Contribu­tions shall be allocated to the accounts of the non-Highly
Compensated Employees who are Eligible Participants, pro rata on the basis of
such Eligible Participants’ Compensation for such Plan Year.


(d)  No Participant Contributions.  No
contributions, including rollover contributions, will be permitted by Employees
or Participants.


4.2          Due Date for Employer Contributions


Any Employer Contributions for a Plan Year shall be due on the last
day of the Plan Year and, if not paid by the end of that Plan Year, shall be
payable to the Trustee as soon as practicable thereafter, without interest, but
not later than the time prescribed by law for filing the Company’s Federal
income tax return for such Plan Year, including extensions thereof.


4.3          Payment of Acquisition Loans


For each Accounting Period
during which an Acquisition Loan is outstanding, the Trustee shall use any Employer Contributions made for such
Accounting Period pursuant to Section 4.1 to make principal and interest payments
then due on the Acquisition Loan or



 11
 









loans outstanding at the end
of such Accounting Period.  Each such
payment by the Trustee will release shares of Company Stock from the Loan
Suspense Account of the Trust.  Except as
provided in Section 7.6, Company Stock that is so released will be allocated to
Participants’ ESOP Stock Accounts as provided in Section 4.1.  If no Acquisition Loan is outstanding at the
end of an Accounting Period, the Trustee shall invest the contributions made
for such Accounting Period as directed by the Administrator, in accordance with
the provisions of Section 6.1.


4.4          Individual Employer’s Share of Employer Contributions;
Limitations on Employers’ Contributions


The Company shall determine
each Employer’s share of Employer Contributions
to be made pursuant to Section 4.1.  The
certificate of the Company as to the correctness of any amounts or calculations
relating to the Employers’
contributions under the Plan shall be conclusive on all persons.



 12
 









SECTION 5


Company Stock; Acquisition
Loans


5.1          Company Stock


For purposes of the Plan,
the term “Company Stock” shall
mean common stock issued by a Controlled Group Member  that is readily tradable on an established
securities market; provided, however, if no Controlled Group Member’s common
stock is readily tradable on an established securities market, the term “Company Stock” shall mean common stock
issued by a Controlled Group Member having a combination of voting power and
Dividend rights equal to or in excess of: 
(a) that class of common stock of the Controlled Group Members having
the greatest voting power and (b) that class of common stock of the Controlled
Group Members having the greatest Dividend rights.  Non-callable preferred stock shall be treated
as Company Stock for purposes of the Plan if such stock is convertible at any
time into stock that is readily tradable on an established securities market
(or, if applicable, that meets the requirements of (a) and (b) next above) and
if such conversion is at a conversion price that, as of the date of the
acquisition by the Plan, is reasonable. 
For purposes of the immediately preceding sentence, preferred stock
shall be treated as non-callable if, after the call, there will be a reasonable
opportunity for a conversion that meets the requirements of the immediately
preceding sentence.  Company Stock shall
be held under the Trust only if such stock satisfies the requirements of
Section 407(d)(5) of ERISA.


5.2          Acquisition Loans


An “Acquisition Loan” means the issuance of
notes, a series of notes or other installment obligations incurred by the
Trustee, in accordance with the Trust, in connection with the purchase of
Company Stock.  The term “Financed Shares” means shares of Company
Stock acquired by the Trustee with the proceeds of an Acquisition Loan.  The terms of each Acquisition Loan shall meet
the applicable requirements of Treasury Regulations Section 54.4975-7(b),
including the requirements:  (a) that the
loan bear a reasonable rate of interest, be for a definite period (rather than
payable on demand), and be without recourse against the Plan, and (b) that the
only assets of the Plan that may be given as collateral are Financed Shares
purchased with the proceeds of that loan or with the proceeds of a prior
Acquisition Loan.



 13















SECTION 6


Investment of Employer Contributions


6.1          ESOP Stock Account Investments in
Company Stock


Employer
Contributions that are
used to repay an Acquisition Loan shall be invested in Company Stock through
the release of Financed Shares and the crediting of such shares to Participants’
Accounts (as described in Sections 7.4, 7.5 and 7.6).  If an Acquisition Loan is not outstanding,
the Administrator may direct the Trustee to invest the Employer Contributions
in Company Stock.


6.2          Diversification of Investments in
Company Stock


Pursuant to rules
established by the Administrator, Active Participants may elect to diversify
portions of their ESOP Stock Accounts, subject to the following:


(a)                                  Each Active Participant who has attained age
55 years and has at least ten years of participation in the Plan (a “Qualified Participant”) may elect during
each of the Participant’s Qualified Election Periods to diversify up to
twenty-five percent (fifty percent in the case of the Participant’s last
Qualified Election Period) of the number of shares of Company Stock in the
Qualified Participant’s ESOP Stock Account eligible for diversification (as
described in paragraph (b) next below), by receiving a cash distribution of the
applicable amount.


(b)                                 The portion of a Qualified Participant’s ESOP
Stock Account balance subject to diversification shall equal twenty-five
percent (fifty percent in the case of the Qualified Participant’s last year of
the Qualified Election Period) of the total number of shares of Company Stock
allocated to the Participant’s ESOP Stock Account (including shares that the
Participant previously elected to diversify pursuant to this Section), less the
number of such shares previously diversified pursuant to the Qualified
Participant’s election under this Section.


(c)                                  For purposes of this Section, a “Qualified Election Period” means:  (i) the ninety-day period immediately
following the last day of the first Plan Year in which the Participant becomes
a Qualified Participant, and (ii) the ninety-day period immediately following
the last day of each of the five Plan Years immediately following the first
Plan Year in which the Participant becomes a Qualified Participant.  Any election made in accordance with the
provisions of paragraph (a) next above with respect to any Qualified Election
Period shall be given effect within ninety days after the end of that Qualified
Election Period.



 14
 









(d)                                 The provisions of this Section shall not
apply to any Participant if the value of the Participant’s ESOP Stock Account
(determined as of the regular Accounting Date immediately preceding the first
day on which the Participant would otherwise be entitled to make an election
under this Section) is $500 or less.



 15
 









SECTION 7


Accounting


7.1          Participants’ Accounts


The Administrator shall
maintain or cause to be maintained under the Plan the following accounts in the
name of each Participant (to the extent applicable):


(a)                                  ESOP Stock Account.  An “ESOP Stock Account” to reflect shares of
Company Stock allocated to such Participant.


(b)                                 ESOP Cash Account.  An “ESOP Cash Account” to reflect assets
other than Company Stock allocated to such Participant.


In addition to the accounts
described above, the Administrator may maintain such other accounts and
subaccounts in the names of Participants or otherwise as the Administrator may
consider necessary or advisable. 
Collectively, all accounts and subaccounts maintained for a Participant
are referred to as the Participant’s “Accounts.”


The Administrator may
establish such nondiscriminatory rules and procedures relating to the
maintenance, adjustment and liquidation of Participants’ Accounts as the
Administrator may consider necessary or advisable.


7.2          Loan Suspense Account


The Administrator shall
maintain or cause to be maintained in the Trust a “Loan Suspense Account” to reflect the Financed Shares
acquired by the Trustee with the proceeds of an Acquisition Loan, if any, prior
to the transfer of such Financed Shares to the Participants’ ESOP Stock
Accounts, any Dividends attributable to such shares or transferred to the Loan
Suspense Account pursuant to Section 7.5, and any Investment Income
attributable to such Dividends.


7.3          Accounting Dates; Special Accounting
Dates; Accounting Period


The last day of each Plan
Year shall be the “Accounting Date.”  Participants’ Accounts shall be adjusted on
the Accounting Date.  A “Special Accounting Date” is any date
designated as such by the Administrator or a Special Accounting Date occurring
under Section 16.3.  The term “Accounting
Date” includes an annual Accounting Date and a Special Accounting Date.  Any references to an “Accounting Period” ending on an Accounting
Date shall mean the period since the next preceding regular Accounting Date.



 16
 









7.4          Transfer of Shares From Loan Suspense
Account to Participants’ ESOP Stock Accounts


At the direction of the
Administrator, the Trustee shall use the following to repay an Acquisition
Loan:


(a)                                  Employer Contributions under Section 4.1 and
any investment income attributable to such contributions; and


(b)                                 Cash Dividends paid on shares of Company
Stock, as provided in Sections 7.5 and 7.6, and any investment income
attributable to such Dividends.


The repayment of an
Acquisition Loan shall cause a release of shares of Company Stock from the Loan
Suspense Account to the Participants’ ESOP Stock Accounts in accordance with
Sections 7.5 and 7.6 as of each applicable Accounting Date.  The number of shares to be released shall be
deter­mined by multiplying the number of shares in the Loan Suspense Account by
a fraction, the numerator of which is the principal and interest payments
during the applicable Accounting Period and the denominator of which is the sum
of the numera­tor plus the total projected principal and interest payments
during the remainder of the term of the Acquisition Loan.


7.5          Adjustment of Participants’ Accounts


Participants’ Accounts shall
be adjusted as follows:


(a)                                  Repayments of Acquisition
Loans and Purchases of Company Stock.  For each Accounting Period,
Financed Shares that are released from the Loan Suspense Account in accordance
with Section 7.4 as a result of the use of Employer Contributions to make
payments on an Acquisition Loan shall be credited to the Participants’ ESOP
Stock Accounts in accordance with the provisions of Section 4.1(b).  For each Accounting Period, Employer Contri­butions
in cash shall be credited as of the applicable Account­ing Date to the
Participants’ ESOP Cash Accounts as in accordance with the provisions of
Section 4.1.  Upon the purchase of
Company Stock with such cash, an appropriate number of shares of Company Stock
shall be credited to the Participant’s ESOP Stock Account, as appro­priate, and
the Participant’s ESOP Cash Account shall be charged by the amount of the cash
used to buy such Company Stock.  At all
times cash in Participants’ ESOP Cash Account may be used to purchase Company
Stock from any source.


(b)                                 Dividends.  The
term “Dividend” shall include
both dividends as described in Code Section 316 and all distributions made with
respect to the shares of stock of an S corporation.  Subject to the provisions of



 17
 









Section 7.6, cash Dividends
on shares of Company Stock in the Loan Suspense Account shall be used to repay
the outstanding Acquisition Loan incurred in connection with the acquisition of
such shares, and the released shares shall be credited to the Participants’
ESOP Stock Accounts, in accordance with the provisions of Section 7.6.  Subject to the provisions of Section 7.6, the
Administrator shall credit to the Participants’ ESOP Cash Accounts any cash
Dividends paid to the Trustee on shares of Company Stock held in the
Participants’ ESOP Stock Accounts as of the record date. Such cash Dividends
credited to the Participants’ ESOP Cash Accounts may, to the extent permitted
by law, be applied to the repayment of the Acquisition Loan incurred in
connection with the acquisition of such shares, or, as deter­mined in the
discretion of the Administrator, be used to purchase shares of Company Stock,
or be paid to the Participants as described in Section 7.6(c).  The Administrator shall credit an appropriate
number of shares of Company Stock to the ESOP Stock Account of such
Participant, and the Participant’s ESOP Cash Account shall then be charged by
the amount of cash used to repay an Acquisition Loan or used to purchase such
Company Stock for the Participant’s ESOP Stock Account.


(c)                                  Employer Contributions in
Shares of Company Stock.  For any Accounting Period in which the
Employer Contributions are made in the form of shares of Company Stock, such
stock shall be credited to the Participants’ ESOP Stock Accounts, as of the
applicable Accounting Date, in accordance with the applicable provisions of
Section 4.1(b).


(d)                                 Forfeitures.  As
of each Accounting Date, any amounts which have been deemed Forfeitures
pursuant to subsection 10.3 since the immediately prior Accounting Date shall
be allocated to the Participants’ ESOP Stock Accounts and ESOP Cash Accounts,
as applicable, pursuant to the allocation formula provided in subsection
4.1(b).  The terminated Participants’
Accounts from which such amounts are deemed Forfeitures shall be charged
accordingly.


(e)                                  Distributions.  As
of each Accounting Date, any amounts which have been distributed to
Participants or their Beneficiaries shall be charged against the applicable
Accounts of such Participants and Beneficiaries.


(f)                                    Appreciation, Depreciation,
Etc.  As of each Accounting Date, before the
allocation of any Employer Contributions under Section 4.1, any appreciation,
depreciation, income, gains or losses in the fair market value of the
Participants’ ESOP Cash Accounts shall be allocated among and credited to the
ESOP Cash Accounts of Participants, pro rata, according to the balance of each
ESOP Cash Account as of the



 18
 









immediately preceding
Accounting Date, reduced in each case by the amount of any charge to such ESOP
Cash Account since the next preceding Accounting Date.  Any gain or loss realized by the Trustee on
the sale of Company Stock credited the Participants’ ESOP Stock Accounts will
be allocated to the Participants’ ESOP Cash Accounts, pro rata, accor­ding to
the balance of Participants’ ESOP Stock Accounts, as of the next preceding
Accounting Date.  Dividends paid on
Company Stock during a Plan Year will be allocated prior to the allocation of
Employer Contributions for that Plan Year.


7.6          Dividends on Company Stock


The following shall apply
with respect to Dividends on Company Stock:


(a)                                  Dividends Credited to ESOP
Cash Accounts.  Any cash Divi­dends paid with respect to
shares of Company Stock allocated to Participants’ ESOP Stock Accounts or held
in the Loan Suspense Account may, as determined by the Administrator, be
allocated among and credited to Participants’ ESOP Cash Accounts in accordance
with Section 7.5(b).


(b)                                 Dividends Used to Repay
Acquisition Loan.  To the extent permitted by applicable law,
any cash Dividends paid with respect to Financed Shares allocated to
Participants’ ESOP Stock Accounts or held in the Loan Suspense Account may (as
required by applicable Acquisition Loan documentation or, if not so required,
as determined in the sole discretion of the Administrator) be used to make
payments on an outstanding Acquisition Loan incurred in connection with the
acquisition of such shares, or to purchase additional shares of Company Stock.  Financed Shares released from the Loan
Suspense Account by reason of Dividends paid with respect to such Company Stock
shall be allocated to Participants’ ESOP Accounts as follows:


(i)                                     First, Financed Shares with a fair market
value (determined as of the valuation coincident with or immediately preceding
the Dividend declaration date) equal to the Dividends paid with respect to the
Company Stock allocated to Partici­pants’ ESOP Stock Accounts shall be
allocated among and credited to the ESOP Stock Accounts of such Participants,
pro rata, according to the number of shares of Company Stock held in such
accounts on the Dividend declaration date; and


(ii)                                  Next, any remaining Financed Shares released
from the Loan Suspense Account shall be allocated among and credited in
accordance with Section 4.1 to the Participants’ ESOP Stock Accounts, as
applicable.



 19
 









7.7          Investment of Cash in Trust


At the direction of the
Administrator, cash held in the Loan Suspense Account or Participants’ ESOP
Cash Accounts under the Trust will be invested by the Trustee, to the extent
practicable, in short term securities or cash equivalents having ready
marketability, mutual funds or in any other investment vehicle permitted under
the terms of the Trust agreement. 
Investment Income resulting from such investments shall be credited to
the account to which it pertains.  The
term “Investment Income” means
income resulting from the temporary investment of Employer Contributions in
cash, cash Dividends and any other amounts.


7.8          Fair Market Value of Company Stock


For purposes of the Plan and
Trust, the fair market value of Company Stock that is not readily tradable on
an established securities market shall be determined, as of the last day of
each Plan Year, by the Trustee after consultation with an independent appraiser,
as defined in Section 401(a)(28)(C) of the Code, in accordance with the terms
of the Trust and the provisions of Section 3(18) of ERISA.


7.9          Stock Dividends, Stock Splits and
Capital Reorganizations Affecting ESOP Shares


Shares of Company Stock
received by the Trustee that are attributable to stock dividends, stock splits
or to any reorganization or recapitalization of the Company shall be credited
to the Loan Suspense Account, if attributable to shares held in that account,
or shall be credited to the Participants’ ESOP Stock Accounts if attributable
to shares held in such  Accounts, so that
the interests of Participants immediately after any such stock dividend, split,
reorganization or recapitalization are the same as such interests immediately
before such event.


For any period in which the
Company is an S-corporation, no allocation of Company Stock (or other assets in
lieu of such Stock) may be made to any “Disqualified
Person” (as defined below) during any “Nonallocation Year” (as defined below) or if such allocation
would result in a Nonallocation Year.


For purposes of this
Section, the following definitions shall apply:


(1)           A “Nonallocation Year” shall mean a Plan Year during
which, at any time, more than 50% of the outstanding stock of the Company is held
by Disqualified Persons.  Synthetic
Equity held by Disqualified Persons (but not by others) and all other
Deemed-Owned Shares held by a Disqualified Person shall be included in the
determination of whether there is a Nonallocation Year.  The ownership attribution rules of Code
Section 318(a) shall apply for this purpose, except that the family members as
described in Code Section 318(a)(1) shall include all of (1) the person’s
spouse, (2) the ancestors and lineal descendants of the person and the person’s
spouse, (3) siblings of the person and the person’s



 20
 









spouse, and lineal
descendants of such siblings, and (4) the spouse of any person described in (2)
or (3).


(2)           A “Disqualified Person” shall mean any person if (1) the
aggregate  number of Deemed-Owned Shares
of such person and members of such person’s family (as described in preceding
paragraph) exceeds 20% of all of the Deemed-Owned Shares of the Company, or (2)
the aggregate number of Deemed-Owned Shares of such person exceeds 10% of the
Deemed-Owned Shares of the Company.


(3)           “Deemed-Owned Shares”
shall mean (1) shares of Company Stock allocated to a person’s Account; plus
(2) a proportion of all of the unallocated shares of Company Stock held under
the Plan equal to the proportion of Company Stock allocated to the person
during the preceding Plan Year; plus (3) Synthetic Equity held by such person.


(4)           “Synthetic Equity”
shall mean any stock option, warrant, restricted stock, deferred issuance stock
right, or similar right to acquire stock from the Company in the future.  Synthetic Equity shall also include the value
at any time of any stock appreciation right, phantom stock unit, or similar
right to a future cash payment based on the value (or appreciation in value) of
Company Stock, divided by the most recently determined fair market value of a
share of Company Stock.  The amount of
nonqualified deferred compensation that a person is entitled to receive shall
also be treated as a number of shares of Synthetic Equity equal to the value of
the deferred compensation (determined as of the last day of each Plan Year)
divided by the fair market value per share of Company Stock as of such
date.  The number of Synthetic Equity
shares owned by a person for purposes of determining whether the person is a
Disqualified Person or whether a Nonallocation Year has occurred shall be
multiplied by a fraction, the numerator of which is the number of shares of
outstanding stock of the Company held by the Trust (and any other tax-exempt
entity), and the denominator of which is all outstanding shares of stock of the
Company.


To the extent necessary to
avoid a Nonallocation Year and to prevent a violation of Code Section 409(p),
the Administrator may take either of the following actions as it determines in
a uniform and nondiscriminatory manner:


(i)            Company Stock in an amount sufficient to prevent a
Nonallocation Year shall remain a part of the Plan but shall be deemed to be
held by a separate profit sharing plan and not governed by the ESOP features of
the Plan; provided however, that any applicable non-lapse provisions of the
ESOP features shall apply to such reclassified contributions; or


(ii)           To the extent permitted by law, the Administrator may
adjust the mix of assets in Participants’ Accounts to prevent the occurrence of
a Nonallocation Year, by removing Company Stock from the accounts of
Disqualified Persons and replacing it with other assets of identical value
taken from the Accounts of Active Participants who are not Disqualified
Persons, subject to the requirements that: 
(i) no such action may diminish the overall value of any Participant’s
Accounts, (ii) each Participant shall continue to have the



 21
 









right to receive
distribution of his entire Account balance in the form of Company Stock to the
extent otherwise permitted hereunder, and (iii) the Accounts of each Active
Participant who is not a Disqualified Person shall be adjusted in the same
proportionate manner as the Accounts of all other Active Participants who are
not Disqualified Persons.


The Plan intends to comply
with Code Section 409(p) and the terms and operation of this Section shall be
interpreted in a manner consistent with Code Section 409(p) and Treas. Reg.
Section 1.409(p)-1T.


7.10        Allocation of Proceeds from Sale or
Liquidation


(a)                                Proceeds with respect to Company Stock allocated to Participants’ ESOP
Stock Accounts as a result of sale or redemption of Company Stock or of
distributions from liquidation of the Company resulting from sale or other
disposition of substantially all of the Company’s assets shall be allocated in
the Plan Year in which such proceeds are received by the Trust.


(b)                                 Proceeds with respect to Company Stock held
in the Loan Suspense Account as a result of sale or redemption of Company Stock
or of distributions from liquidation of the Company resulting from sale or
other disposition of substantially all of the Company’s assets shall be first
applied to repayment of any outstanding Acquisition Loan with respect to such
Company Stock in the Plan Year in which such proceeds are received by the
Trust, any remaining proceeds shall be allocated in the Plan Year received by
the Trust to the Participants’ Accounts pro rata based on the Participant’s
ESOP Stock Account balances.



 22
 









SECTION 8


Contribution and Benefit Limitations


8.1          Contribution Limitations


The
Annual Addition to a Participant’s Accounts for a Limitation Year shall not
exceed the lesser of the amount specified under Section 415(c)(1)(A) of the
Code, as adjusted from time to time pursuant to Section 415(d)(1)(C) of the
Code, which amount is $45,000 for the Plan Year ending in 2007, or one hundred
percent of the Participant’s Compensation for that Limitation Year.


(a)                     Definitions


The term “Limitation Year”
means the Plan Year.


The
term “Annual Addition” for any
Limitation Year means the total amount of Employer Contributions, voluntary
Employee contributions and forfeitures allocated to the Accounts of a
Participant under this Plan and any Related Defined Contribution Plan for a
Plan Year, except that if no more than one-third of the Employer Contributions
which are deductible under Code section 404(a)(9) are allocated to the Accounts
of Highly Compensated Employees during the Plan Year, then any Employer
Contributions which are applied by the Trustee to pay interest on an Acquisition
Loan, and any Financed Shares which are allocated as Forfeitures, shall not be
included in computing Annual Additions. 
In the event that Employer Contributions are applied to the repayment of
an Acquisition Loan and shares of Company Stock are released from the Loan
Suspense Account and allocated to the Participants’ ESOP Stock Accounts, each
Participant’s Annual Addition for a Limitation Year based on the allocated
shares of Company Stock shall be calculated as the lesser of:  (i) the amount of such Employer
Contributions credited to the Participant’s Accounts, as adjusted by the
preceding sentence, or (ii) the fair market value of shares of Company Stock
credited to the Participant’s Accounts resulting from the application of such
Employer Contributions to the repayment of the Acquisition Loan.


The
term “Related Defined Contribution Plan”
means any defined contribution plan (as defined in section 414(i) of the Code)
maintained by the Company or a Related Company.


(b)                               Corrections.  If it is anticipated that a Participant’s Annual Addition will exceed
the limitations of this Section, the Administrator shall reduce such
Participant’s Annual Addition to the extent necessary to meet the above
limitations. If any Employer Contributions cannot be allocated to any
Participant’s Accounts by reason of this limitation, the Administrator shall,



 23
 









first,
in a Related Defined Contribution Plan, return salary reduction contributions
made by the Participant and reduce other employer contri­butions made for the
Participant.  If after the return of all
salary reduction contributions and the reduction of employer contributions in a
Related Defined Contribution Plan, any Employer Contributions hereunder still
cannot be allocated to a Participant’s Accounts, the Administrator shall credit
such Employer Contributions to a “suspense account” pursuant to the authority
and regulations of Treasury Regulation Section 1.415-6(b)(6), to the extent
permitted thereby.


8.2          Combining of Plans


In applying the limitations
set forth in Section 8.1, reference to this Plan shall mean this Plan and all
other defined contribu­tion plans (whether or not terminated) ever maintained
by the Related Companies.  It is intended
that in complying with the requirements of Section 8.2, a Participant’s
benefits under this Plan shall be limited after the Participant’s benefits
under any other defined contribution plan maintained by the Employers are
limited.


8.3          Highly Compensated Employee


With respect to any Plan
Year, a “Highly Compensated Employee”
means an eligible Employee who is a highly compensated employee as defined in
Section 414(q) of the Code, which includes any Employee who:


(a)                                  was at any time a 5 percent owner (as defined
in Section 416(i) of the Code) of any Employer or any Related Company during the
Plan Year or the preceding Plan Year; or


(b)                                 for the preceding Plan Year received
compensation from an Employer or any Related Company in excess of the amount
specified in Section 414(q)(1)(B)(i) of the Code, as adjusted pursuant to
Section 414(q)(1) of the Code, which amount is $100,000 for the Plan Year
ending in 2007, and was in the top 20 percent of Employees when ranked on the
basis of Compensation paid for such preceding year.


A
former Employee will be considered a Highly Compensated Employee if such former
Employee was a Highly Compensated Employee either when he separated from
service with the Employ­ers, or at any time after he attained age 55.  The determination of whether an Employee is a
Highly Compensated Employee will be made with reference to the definitions
provided in Section 414(q) of the Code and any regulations issued by the
Secretary of the Treasury thereunder (including any cost-of-living adjustments
to the dollar figure above). For purposes of this Section, an Employee’s compen­sation
for a Plan Year shall be the wages paid to the Employee within the meaning of
section 3401(a) of the Code and all other payments of compensation to the
Employee by an Employer for which the Employer is required to furnish the
Participant a written statement, as described in Treas. Reg. § 1.415-2(d)(11)(i),



 24
 









but
including the Employee’s elective deferral contri­butions made pursuant to
Sections 125, 132(f)(4) and 401(k) of the Code (including income deferral
contributions, if any) made under this Plan).



 25















SECTION 9


Period of Participation


9.1          Settlement Date


A Participant’s “Settlement Date” will be the date on which
his employment with the Related Companies is terminated because of the first to
occur of the following events:


(a)                                  Normal Retirement.  The Participant retires or is retired
from the employ of the Employers and the Related Companies on or after the date
on which he attains age 65 (“Normal
Retirement Age”). A Participant’s right to the balances in his
Accounts shall be non­forfeitable on or after the date he attains Normal
Retirement Age.


(b)                                 Disability Retirement. The Participant is retired on account
of total and permanent disability when the Administrator determines a physical
or mental condition of a Participant resulting from bodily injury, disease or
mental disorder which renders the Participant incapable of continuing any
gainful occupation.  This determination
will be made in a nondiscriminatory manner to all Participants.  A Participant’s right to the balances in his
Accounts shall be nonforfeitable on or after the date he retires due to
disability.


(c)                                  Death.  The Participant’s death.


(d)                                 Resignation or Dismissal.  The Participant resigns or is
dismissed from the employ of the Employers and the related companies before
retire­ment in accordance with paragraph (a) or (b) next above.


If
a Participant is transferred from employment with an Employer to employment
with a Related Company that is not an Employer, then for purposes of
determining when the Participant’s Settlement Date occurs under this Section,
the Participant’s employment with such Related Company (or any Related Company
to which the Participant is subsequently transferred) shall be considered as
employment with the Employers.



 26
 









SECTION
10


Vesting in Benefits; Forfeitures; Reinstatements


10.1        Fully Vested Benefits


If a Participant’s
employment with an Employer or a Related Company is terminated because the
Participant retires, becomes disabled, or dies, under Sections 9.1(a), (b) or
(c), respectively, the balances in all of his Accounts as at the Accounting
Date coincident with or next following his Settlement Date (after all
adjustments required under the Plan as of that date have been made) shall be
non-forfeitable and shall be distributable to him, or in the event of his death
to his Beneficiary, under Section 11.1.


10.2        Partially Vested Benefits


If a Participant resigns or
is dismissed from the employ of an Employer or a Related Company under Section
9.1(d), the balances in his ESOP Cash Account and ESOP Stock Account as of the
Accounting Date coincident with or next following his Settlement Date (after
all adjustments required under the Plan as of that date have been made) will
each be reduced to a vested percentage thereof computed in accordance with the
following schedule:




	
  If the Participant’s

  	
   

  	
   

  
	
  Number of Years of

  	
   

  	
  The Vested Percentage of

  
	
  Service Is:

  	
   

  	
  His Account Will Be:

  
	
   

  	
   

  	
   

  
	
  Less than 2
  years

  	
   

  	
  0%

  
	
  2 years but less
  than 3 years

  	
   

  	
  20%

  
	
  3 years but less
  than 4 years

  	
   

  	
  40%

  
	
  4 years but less
  than 5 years

  	
   

  	
  60%

  
	
  5 years but less
  than 6 years

  	
   

  	
  80%

  
	
  6 years or more

  	
   

  	
  100%

  






 


The resulting balances in his ESOP Cash
Account and ESOP Stock Account will be distributable to the Participant in the
time and manner provided in Sections 11.1 and 11.4.


10.3        Forfeitures


Except as provided in Section 10.4, the portion of a Participant’s
Accounts that is not distributable to him on his Settlement Date by reason of
the provisions of Section 10.2 shall become a “Forfeiture”
on the last day of the Plan Year in which such Participant has incurred five
consecutive One Year Breaks in Service. 
The amount deemed as Forfeitures will be reallocated for such Plan Year
in accordance with the provisions of Section 4.1(b).  Assets in the Participant’s Accounts other
than Financed Shares will be forfeited before Financed Shares are forfeited.



 27
 









10.4        Reinstatement


If a Participant who is not 100% vested terminates employment with the
Employers and then returns to employment with an Employer prior to receiving
any distribution of his Accounts and prior to incurring five consecutive One
Year Breaks in Service, his Accounts shall cease to be subject to forfeiture
arising from his earlier termination of employment.


If a Participant who is not 100% vested terminates employment with the
Employers and receives a distribution of any portion of his Accounts prior to
the occurrence of five consecutive One Year Breaks in Service, and is
reemployed by an Employer prior to the occurrence of five consecutive One Year
Breaks in Service, the portion of his Accounts which was not vested shall be
maintained separately until he becomes 100% vested.  His vested and nonforfeitable percentage in
such separate Accounts upon his subsequent termination of Service shall be
equal to:


	
  

  	
  X-Y

  	
   

  
	
   

  	
  100%-Y

  	
   

  



 


For purposes of applying this formula, X is
the vested percentage at the time of the subsequent termination, and Y is the
vested percentage at the time of the prior termination.



 28
 









SECTION
11


Distributions Following Settlement Date


11.1        Manner of Distribution


Distribution will be made in
the form of whole and/or fractional shares of Company Stock, but the value of
any fractional shares of Company Stock may be distributed in cash.   However, if the Company’s charter or bylaws
restrict ownership of substantially all of the outstanding Company Stock to
Employees and the Trust, or if the Company has elected to be taxed as an “S
corporation,” the Participant’s Accounts will be distributed in cash, or if the
Administrator elects, shares of Company Stock subject to a requirement that
they be sold to the Company immediately upon distribution in the manner
described in Section 12.2.  If the
Company is an S corporation, the Administrator may deny distribution in the
form of Company Stock to any person who elects direct rollover of such a
distribution as described in Section 11.5.


Subject to the conditions
set forth below, distribution of the balances in a Participant’s ESOP Cash
Account and ESOP Stock Account will be made to, or for the benefit of, the
Participant or, in the case of the Participant’s death, to or for the benefit
of the Participant’s Beneficiary, as directed by the Administrator in its sole
discretion, either in the form of a lump sum or, in the form of substantially
equal annual installments over a period not to exceed five years.  In the event distribution is made in the form
of installments, the balance in the Participant’s ESOP Stock Account and ESOP
Cash Account will continue to be subject to appreciation, depreciation, income,
gains, and earnings or losses pursuant to Section 7.5(e) until the final
installment is paid.


Notwithstanding the
foregoing, the period over which distribution of a Participant’s ESOP Stock
Account may be made may be increased by one year, up to four additional years,
for each $180,000 (or fraction thereof) by which the total balance of the
Participant’s Accounts exceeds $915,000. 
The aforementioned dollar amounts shall be subject to cost-of-living
adjustments after 2007 as prescribed by the Secretary of the Treasury.


11.2        Determination of Account Balances


After a Participant’s
Settlement Date has occurred and pending complete distribution of the
Participant’s Account balances, the Participant’s  Accounts will be held under the Plan and will be subject to adjustment under Section 7.


11.3        Reinvestment of ESOP Stock Account


As of the end of any Plan
Year in which a Participant who has terminated employment with the Employers (“Inactive
Participant”) has shares of Company Stock in his 



 29
 









ESOP Stock Account, after
all allocations of Employer Contributions, Forfeitures, Dividends, and earnings
have been made, the Administrator shall exchange any cash or other liquid
assets held in the ESOP Cash Accounts of Participants who are actively employed
by the Employers (“Active Participants”) for the shares of Company Stock held
in the Inactive Participant’s ESOP Stock Account, at an exchange rate
determined based on the contemporaneous appraised fair market value of Company
Stock.  Such exchange shall be made pro
rata based on the Active Participants’ ESOP Cash Account balances.  In the event that there is not sufficient
cash or other liquid assets in the Active Participants’ ESOP Cash Accounts to
exchange for all of the shares of Company Stock in the Inactive Participants’
ESOP Stock Accounts, the exchange shall be pro rata based upon the Inactive
Participants’ ESOP Stock Accounts.  The
purpose of this exchange is to assure that the Accounts of Active Participants
are invested in Company Stock, to the maximum extent possible within the assets
available to the Trust, and to assure that the Accounts of Inactive
Participants are invested in assets other than Company Stock, to the maximum
extent possible within the assets available to the Trust.


11.4        Timing of Distributions


Distribution of the balance
of a Participant’s  Accounts shall
be made as follows:


(a)                                  Distribution of Accounts. 
Subject to the Participant consent requirements of paragraph (c) below,
distribution of a Participant’s Accounts balances shall commence as follows:


(i)                                     Distribution Upon Retirement,
Disability or Death.  If a Participant retires, becomes disabled,
or dies (as described in Sections 9.1(a), (b) or (c)) while in the employ of an
Employer or a Related Company, distribution of the Partici­pant’s Accounts will
commence on or about the 180th day following the end of the Plan Year in which
the Partici­pant’s Settlement Date occurs.


(ii)                                  Distribution Upon
Resignation or Dismissal.  If a Participant’s Settlement Date occurs
under Section 9.1(d), distribution of the Participant’s Accounts will commence
on or about the 180th day following the close of the Plan Year which is the
earlier of (A) the fifth Plan Year following the Plan Year in which the
Participant’s Settlement Date has occurred or (B) the Plan Year in which the
Participant attains age 65, unless in either case the Participant is reemployed
by an Employer or a Related Company before such time.  However, solely for purposes of the preceding
sentence, a Participant’s Accounts shall not be deemed to include Financed
Shares until the close of the Plan Year in which the Acquisition Loan relating
to such 



 30
 









Financed
Shares has been repaid in full, or if earlier the Plan Year that ends on
December 31, 2017 or the Plan Year in which the Participant attains age 65 (but
not before the year following the year in which the Participant’s Settlement
Date occurs).


(b)                                 Distributions to Beneficiary
Upon Death.  Notwithstanding the provisions of paragraph
(a) above, distributions upon the death of a Participant shall be made in
accordance with the requirements of paragraph (d) below.


(c)                                  Participant Consent. 
Notwithstanding any other provision of this Section, if a Participant’s
vested Account balances total $1,000 or more at any time at or after his
Settlement Date, no portion of his Accounts may be distributed to him before he
attains Normal Retirement Age without his written consent.  Failure to provide such consent within 30
days following solicitation of such consent by the Administrator shall defer
the Participant’s right to receive a distribution until his attainment of
Normal Retirement Age (or his death, if earlier).


(d)                                 Required Commencement Date.


(1)  Notwithstanding any contrary provision of the
Plan, distribution of the Account balance of a Participant shall commence by
April 1 of the calendar year next following the later of:  (i) the calendar year on which the
Participant attains age 701⁄2 or (ii) the calendar year in which the Participant’s
Settlement Date occurs (“Required
Commencement Date”); provided, however, that the Required Commencement
Date of a Participant who is a five-percent owner (as defined in Code Section
416) of an Employer or Related Company in the calendar year in which the
Participant attains age 701⁄2 shall be April 1 of the calendar year next
following the calendar year which the Participant attains age 701⁄2.


(2)  All distributions required under this
subsection will be determined and made in accordance with the Treasury
Regulations under Code Section 401(a)(9).


(3)  If the Participant dies before distributions
begin, the Participant’s entire interest will be distributed in accordance with
the otherwise applicable provisions of the Plan; provided, however, that in no
event will such entire interest be distributed to the Designated Beneficiary
later than December 31 of the calendar year containing the fifth anniversary of
the Participant’s death, unless an election is made by the Designated
Beneficiary involved to receive distributions in accordance with (A) or (B)
below.  Any such election must be made no
later than the earlier of September 30 of the calendar year in which
distributions 



 31
 









would be required to begin
under this Subsection (d)(3), or, if applicable, by September 30 of the
calendar year which contains the 5th anniversary of the Participant’s (or if
applicable, Surviving Spouse’s) death.


(A)          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.


(B)           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.


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


(D)          If the Participant’s Surviving Spouse is the Participant’s
sole Designated Beneficiary and the Surviving Spouse dies after the Participant
but before distributions to the Surviving Spouse begin, this Subsection (d)(3),
other than Subsection (d)(3)(A), will apply as if the Surviving Spouse were the
Participant.


For purposes of this
Subsection and Subsections (d)(7), (d)(8), and (d)(9), unless Subsection
(d)(3)(D) applies, distributions are considered to begin on the Participant’s
Required Beginning Date.  If Subsection
(d)(3)(D) applies, distributions are considered to begin on the date
distributions are required to begin to the Surviving Spouse under Subsection
(d)(3)(A).


(4)  Unless the Participant’s interest is
distributed in a single sum on or before the Required Beginning Date, as of the
First Distribution Calendar Year distributions will be made in accordance with
the otherwise applicable Plan provisions, subject to the requirements of
Subsection (d)(5) through Subsection (d)(9) of this Section.


(5)  During the Participant’s lifetime, the
minimum amount that will be distributed for each Distribution Calendar Year is
the lesser of:



 32
 









(A)          the quotient obtained by dividing the Participant’s account
balance by the distribution period in the Uniform Lifetime Table set forth in §
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 § 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.


(6)  Required minimum distributions will be
determined under this Subsection beginning with the first Distribution Calendar
Year and up to and including the Distribution Calendar Year that includes the
Participant’s date of death.


(7)  If the Participant dies on or after the date
distributions begin and there is a Designated Beneficiary, the minimum amount
that will be distributed for each Distribution Calendar Year after the year of
the Participant’s death is the quotient obtained by dividing the Participant’s
account balance by the longer of the remaining life expectancy of the
Participant or the remaining life expectancy of the Participant’s Designated
Beneficiary, determined as follows:


(A)          The Participant’s remaining life expectancy is calculated
using the age of the Participant in the year of death, reduced by one for each
subsequent year.


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


(C)           If the Participant’s surviving Spouse is not the
Participant’s sole Designated Beneficiary, the Designated Beneficiary’s
remaining life expectancy is calculated using the age of the Beneficiary 



 33
 









in the year following the
year of the Participant’s death, reduced by one for each subsequent year.


(8)  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.


(9)  If elected as provided under Subsection
(d)(3), 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 Subsection (d)(8). 
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. 
If the Participant dies before the date distributions begin, the
Participant’s surviving Spouse is the Participant’s sole Designated
Beneficiary, and the surviving Spouse dies before distributions are required to
begin to the surviving Spouse under Subsection (d)(3)(A), this Subsection
(d)(9) will apply as if the surviving Spouse were the Participant.


(10)  The following definitions shall apply for
purposes of this Subsection:


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


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 



 34
 









calendar year in which
distributions are required to begin under Subsection (d)(3).  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.


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


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.


(11)  A Participant who is not a 5 percent owner and
who attains age 70-1/2 while still employed by an Employer or a Related Company
may elect to receive a distribution commencing April 1 of the calendar year
next following the calendar year in which he attains age 70-1/2, in
installments as described in Subsection (d)(5).


(12)  Distribution shall also commence not later than
the 60th day following the close of the Plan Year in which the latest of the
following occurs: (1) the Participant attains Normal Retirement Age; (2) the
tenth anniversary of the date on which the Participant commenced participation
under this Plan; or (3) the Participant terminates employment with all
Employers.


11.5        Direct Rollovers


Certain individuals who are
to receive distributions under the Plan may elect that such distributions be
paid in the form of a direct rollover (as described in Section 401(a)(31) of
the Code and the regulations thereunder) to the Trustee or custodian of a plan
eligible to accept direct rollovers, subject to the following:



 35
 









(a)                                  Eligible Rollover
Distribution.  A distribution may be paid in a direct
rollover under this Section only if the distribution constitutes an Eligible
Rollover Distribution.  An “Eligible Rollover Distribution” means
distribution under the Plan to an Eligible Distributee other than:  (i) a distribution that is one of a series of
sub­stantially equal payments made annually or more frequently either over the
life (or life expectancy) of the Participant or the joint lives (or life
expectancies) of the Participant and his Beneficiary or over a specified period
of ten years or more, (ii) a distribution required under Section 11.4(d) to
meet the minimum distribution requirements of Section 401(a)(9) of the Code,
(iii) a hardship distribution, or (iv) a distribution excluded from the
definition of an Eligible Rollover Distribution under applicable Treasury Regulations.  Notwithstanding the immediately preceding
sentence, an Eligible Rollover Distribution includes only those amounts that
would be includible in the gross income of the Eligible Distributee if such
amounts were not rolled over to another plan as provided under Section 402(c)
of the Code.


(b)                                 Eligible Distributee.  An “Eligible Distributee” is:  (i) a Participant, (ii) a Participant’s
surviving Spouse who is entitled to receive payment of the Participant’s
Account balances after the Participant’s death, or (iii) the Spouse or former
spouse of a Participant who is an alternate payee under a qualified domestic
relations order (as defined in Section 414(p) of the Code).


(c)                                  Eligible Retirement Plan.  A
direct rollover of an Eligible Rollover Distribution may be made to no more
than one Eligible Retirement  Plan. 
Except as otherwise provided below, an “Eligible
Retirement Plan” is:  (i) an
individual retirement account described in Section 408(a) of the Code, (ii) an
individual retirement annuity described in Section 408(b) of the Code (other
than an endowment contract), (iii) an annuity plan described in Section 403(a)
of the Code or an eligible plan under Section 457(b) of the Code, or (iv) a
plan qualified under Section 401(a) of the Code that by its terms permits the
acceptance of rollover contributions. 
With respect to the surviving Spouse of a deceased Participant who is
entitled to receive a distribution of the Participant’s  Accounts, an “Eligible Retirement Plan” shall mean only an individual
retirement account described in Section 408(a) of the Code or an individual
retirement annuity described in Section 408(b) of the Code (other than an
endowment contract).


(d)                                 Minimum Amounts.  An
Eligible Distributee may elect a direct rollover of all or a portion of an
Eligible Rollover Distribution only if the total amount of the Eligible
Rollover Distributions expected to be 



 36
 









received by the Eligible
Distributee during the Plan Year is $200 or more (or such lesser amount as the
Administrator may establish).  An Eligible
Distributee may elect payment of a portion of an Eligible Rollover Distribution
as a direct rollover and may receive directly the remainder of such
distribution, provided that the amount paid by direct rollover is at least $500
(or such lesser amount as the Administrator may establish).


(e)                                  Elections.  An
Eligible Distributee’s election of a direct rollover pursuant to this Section
must be in writing on a form designated by the Administrator and must be filed
with the Administrator at such time and in such manner as the Administrator
shall determine.  The Administrator shall
establish such rules and procedures as it deems necessary to provide for
distributions by means of direct rollover.


(f)                                    Automatic Rollovers.  Any
distribution in excess of $1,000 shall be made by transferring the amount to be
distributed to an individual retirement plan designated by the Administrator,
unless the Participant or Beneficiary entitled to receive the distribution
elects (1) to receive the distribution directly, or (2) to have the
distribution paid directly to another Eligible Retirement Plan as described in
this section.


11.6        Designation of Beneficiary


Each Participant may
designate any person or persons (who may be designated concurrently,
contingently or successively) to whom the Participant’s benefits are to be paid
if the Participant dies before the Participant receives all of his
benefits.  A beneficiary designation must
be made on a form furnished by the Administrator for this purpose, and the
Participant must sign such form.  A
beneficiary designation form will be effective only when the form is filed with
the Administrator while the Participant is alive and will cancel all the
Participant’s beneficiary designation forms previously filed with the
Administrator.


Notwithstanding the
foregoing provisions of this Section and any beneficiary designation filed with
the Administrator in accordance with this Section, if a Participant dies and
has a surviving Spouse at the Participant’s date of death, the Account balances
described in the preceding sentence shall be payable in full to the Participant’s
surviving Spouse in accordance with this Section 11 (treating such surviving
Spouse as the Participant’s Beneficiary), unless prior to the Participant’s
death the following requirements were met:


(a)                                  The Participant elected that the Participant’s
benefits under the Plan be paid to a person other than the Participant’s
surviving Spouse;


(b)                                 The Participant’s Spouse consented in writing
to such election;



 37
 









(c)                                  The Spouse’s consent acknowledged the effect
of such election and was witnessed by a notary public; and


(d)                                 Such election designates a beneficiary that
may not be changed without further spousal consent, unless the Spouse executed
a general written consent expressly permitting changes of the beneficiary
without any requirement of further consent of the Spouse.


For
purposes of the Plan, and subject to the provisions of any qualified domestic
relations order (as defined in Section 414(p) of the Code), a Participant’s “Spouse” means the person to whom the
Participant is legally married at the earlier of the date of the Participant’s
death or the date payment of the Participant’s benefits commenced and who is
living at the date of the Participant’s death.


If
a deceased Participant failed to designate a Beneficiary as provided above, or
if the Beneficiary dies before the Participant or before complete payment of
the Participant’s benefits, the Participant’s benefits shall be distributed to
the Participant’s Spouse, or if there is none, to the legal representative or
representatives of the estate of the last to die of the Participant and the
Participant’s Beneficiary.


The
term “Beneficiary” as used in the Plan means the natural or legal person or
persons designated by a Participant as the Participant’s beneficiary under the
last effective beneficiary designation form filed with the Administrator under
this Section and to whom the Participant’s benefits would be payable under this
Section.


11.7        Missing Participants or Beneficiaries;
Delays in Determining Benefits


Each Participant and each
Beneficiary must file with the Administrator from time to time in writing his
post office address and each change of post office address.  If a Participant dies before the Participant
receives all of the Participant’s vested Account balances, the Participant’s
Beneficiary must file any change in his post office address with the
Administrator.  Any communication,
statement or notice addressed to a Participant or Beneficiary at the last post
office address filed with the Administrator, or if no address is filed with the
Administrator then, in the case of a Participant, at the Participant’s last
post office address as shown on the Employers’ records, will be binding on the
Participant and the Participant’s Beneficiary for all purposes of the Plan.


If the amount of a
Participant’s or beneficiary’s distribution cannot be determined by the date on
which a distribution is to commence, or if the Participant or Beneficiary
cannot be located by such date, then distribution shall commence within 60 days
following the date on which the amount of the distribution can be determined or
after the date on which the Trustee locates the Participant or Beneficiary.



 38
 









The Employers, the Trustee,
and the Administrator shall not be required to search for or locate a
Participant or Beneficiary.  If the
Administrator attempts to notify a Participant or Beneficiary that the
Participant or Beneficiary is entitled to a payment and also attempts to notify
the Participant or Beneficiary of the provisions of this Section, and the
Participant or Beneficiary fails to claim his benefits or make his whereabouts
known to the Administrator by the end of the third Plan Year following such
attempted notifi­cation, the benefits of the Participant or Beneficiary shall
be deemed a Forfeiture, and allocated among the Eligible Participants for such
Plan Year in accordance with Section 4.1. 
If, after such a Forfeiture has occurred, such Participant or
Beneficiary later claims his benefit, the amount so forfeited (but not any
subsequent earnings thereon) shall be reinstated to the Participant’s Account
from the Employer Contributions and Forfeitures for the Plan Year in which such
claim is made.


11.8        Facility of Payment


When a person entitled to
benefits under the Plan is under legal disability, or, in the Administrator’s
opinion, is in any way incapacitated so as to be unable to manage the person’s
financial affairs, the Administrator may direct the Trustee to pay the benefits
to such person’s legal representative. 
Any payment made in accordance with the preceding sentence shall be a
full and complete discharge of any liability for such payment under the Plan.



 39















SECTION
12


Rights, Restrictions, and Options on Company
Stock


12.1        Right of First Refusal


Subject to the provisions of
the last sentence of this Section, shares of Company Stock while held by the
Trust and when distributed to Participants shall be subject to a “Right of First Refusal.”  The Right of First Refusal shall provide
that, prior to any subsequent transfer, the Trust, the Participant (or the
Participant’s Beneficiary) must first make a written offer of such Company
Stock to the Trust (if applicable) and to the Company at the then fair market
value of such Company Stock, as determined by an “independent appraiser” (as
defined in Section 401(a)(28) of the Code). 
The Trust shall have the first priority to exercise the right to
purchase the Company Stock, and then the Company shall have second priority to
exercise the right.   A bona fide written
offer from an independent prospective buyer shall be deemed to be the fair
market value of such Company Stock for this purpose, unless the value per
share, as determined by the independent appraiser as of the Accounting Date at
the end of the immediately preceding Plan Year, is greater.  The Company and the Trust shall have a total
of 14 days (from the date the offer is first received by the Company or the
Trust) to exercise the Right of First Refusal on the same terms offered by the
pro­spective buyer.  A Participant (or
the Participant’s Beneficiary) entitled to a distribution of Company Stock may
be required to execute an appropriate stock transfer agreement (evidencing the
Right of First Refusal) prior to receiving a certificate for Company
Stock.  No Right of First Refusal shall
be exercisable by reason of any of the following transfers:


(a)                                  The transfer upon disposition of any such
shares by any legal representative, heir or legatee, but the shares shall
remain subject to the Right of First Refusal;


(b)                                 The transfer by a Participant or a
Participant’s Beneficiary in accordance with the Put Option pursuant to Section
12.2; or


(c)                                  The transfer while Company Stock is listed on
a national securities exchange registered under Section 6 of the Securities
Exchange Act of 1934 or quoted on a system sponsored by a national securities
association registered under Section 15A(b) of the Securities Exchange Act of
1934.


12.2        Put Option


The Company shall issue a “Put Option” to each Participant (or each
Participant’s Beneficiary) who receives a distribution of Company Stock if, at
the time of such distribution, Company Stock is not then readily tradable on an
established market, as defined in Section 409(h) of the Code and the
regulations thereunder.  The Put Option
shall permit the Participant (or the Participant’s Beneficiary) to sell such
Company Stock at its then fair 



 40
 









market value, as determined
by the Trustee in accordance with the provisions of Section 7.8, to the Company
at any time during the sixty-day period commencing on the date the Company
Stock was distributed to the Participant (or the Participant’s Beneficiary),
and, if not exercised within that period, the Put Option will temporarily
lapse.  The Administrator, in its sole
discretion, may extend the sixty-day period referred to in the immediately
preceding sentence if such an extension is necessary in order for the Company
Stock to be valued by an independent appraiser as of the applicable Accounting
Date coincident with or immediately preceding the date the Company Stock was
distributed to the recipient.  As of the
annual Accounting Date coincident with or immediately preceding the Plan Year
in which such temporary lapse of the Put Option occurs, the independent
appraiser shall determine the value of the Company Stock in accordance with the
provisions of Section 7.8, and the Administrator shall notify each distributee
who did not exercise the initial Put Option prior to its temporary lapse in the
preceding Plan Year of the revised value of the Company Stock.  The time during which the Put Option may be
exercised shall recommence on the date such notice or revaluation is given and
shall permanently terminate sixty days thereafter.  The Trustee may be permitted by the Company
to purchase Company Stock put to the Company under a Put Option. Payment for
Company Stock sold pursuant to a Put Option shall be made, as determined in the
discretion of the Administrator, in the following forms:


(a)                                  If a Participant’s ESOP Stock Account is
distributed in a total distribution (that is, a distribution within one taxable
year of the balance to the credit of the Participant’s ESOP Stock Account),
then payment for such Company Stock may be made with a promissory note that
provides for substantially equal annual installments commencing within thirty
days from the date of the exercise of the Put Option and over a period not
exceeding five years, with interest payable at a reasonable rate (as determined
by the Administrator) on any unpaid installment balance, with adequate security
provided, and without penalty for any prepayment of such installments; or


(b)                                 In a lump sum no later than thirty days after
such Participant exercises the Put Option.


If the Company’s charter or
by-laws restrict ownership of substantially all of the outstanding Company
Stock to Employees and the Trust or if the Company has elected to be taxed as
an “S corporation” under Code Section 1361, then shares of Company Stock
distributed to or for the benefit of a Participant (or his Beneficiary) must be
immediately sold to the Company in accordance with this Section and the
Participant will not be entitled to the two 60-day put periods.



 41
 









12.3        Share Legend; Other Restrictions


Shares of Company Stock held
or distributed by the Trustee may include such legend restrictions on
transferability as the Company may reasonably require in order to assure
compliance with applicable Federal and state securities laws and the provisions
of this Section 12.


Except as otherwise provided
in this Section, no shares of Company Stock held or distributed by the Trustee
may be subject to a put, call or other option, or buy-sell or similar
arrangement.


12.4        Nonterminable Rights


The provisions of this
Section 12 are nonterminable, and shall continue to be applicable to shares of
Company Stock even if the Plan ceases to be an employee stock ownership plan
within the meaning of Section 4975(e)(7) of the Code.



 42
 









SECTION
13


Voting and Tendering of Company Stock


The voting of Company Stock
held in the Trust, and if a tender offer is made for Company Stock, the
tendering of such shares, shall be subject to the provisions of ERISA and the
following provisions, to the extent such provisions are not inconsistent with
ERISA:


(a)                                  Allocated Shares.  For
purposes of this Section, shares of Company Stock shall be deemed to be
allocated and credited to a Participant’s ESOP Stock Account in an amount to be
determined based on the balance in such account on the Accounting Date
coincident with or next preceding the record date of any vote or tender offer.


(b)                                 Voting of Company Stock.  With
respect to any corporate matter which involves the voting of Company Stock
which is a registration-type class of securities, or which involves the voting
of Company Stock which is not a registration type class of securities with
respect to the approval or disapproval of any corporate merger or
consolidation, recapitalization, reclassification, liquidation, dissolution,
sale of substantially all of the assets of a trade or business, or such other
transactions which may be prescribed by regulation, each Participant may be
entitled to direct the Trustee as to the exercise of any shareholder voting
rights attributable to shares of Company Stock then allocated to his Accounts,
but only to the extent required by Sections 401(a)(22) and 409(e) of the Code
and the regulations thereunder. For purposes of the foregoing sentence, each
Participant shall be a Named Fiduciary of the Plan as described in Section
402(a)(2) of ERISA.  The Administrator
shall have the sole responsibility for determining when a corporate matter has
arisen that involves the voting of Company Stock under this provision.  If a Participant is entitled to so direct the
Trustee, all allocated Company Stock as to which such instructions have been
received (which may include an instruction to abstain) shall be voted by the
Trustee in accordance with such instructions, provided that the Trustee may
vote the shares as it determines is necessary to fulfill his fiduciary duties
under ERISA. The Trustee shall vote in his discretion, subject to his fiduciary
duties under ERISA: (1) any shares of Company Stock held in the Loan Suspense
Account; (2) any allocated shares of Company Stock as to which no voting
instructions have been received; and (3) all shares of Company Stock held in
the Trust on any issue not subject to Participant voting direction under this
paragraph.


(c)                                  Tendering of Company Stock.  In
the event of a tender offer or other offer to purchase shares of Company Stock
held by the Trust, the 



 43
 









                                                Trustee shall tender or sell the shares in
its sole discretion, subject to the fiduciary duties under ERISA.


In carrying out its responsibilities under
this Section, the Trustee may rely on information furnished to it by the
Administrator, including the names and current addresses of Participants, the
number of shares of Company Stock allocated to their Accounts, and the number
of shares of Company Stock held by the Trustee that have not yet been
allocated.



 44
 









SECTION
14


General Provisions


14.1        Interests Not Transferable


The interests of
Participants and their beneficiaries under the Plan are not in any way subject
to their debts or other obligations and, except as may be required by the tax
withholding provisions of the Code or any state’s income tax act, may not be
voluntarily or involuntarily sold, transferred, alienated or assigned.  Notwithstanding the foregoing, the Plan shall
comply with any domestic relations order that, in accordance with procedures
established by the Administrator, is determined to be a qualified domestic
relations order (as defined in Section 414(p)(1)(A) of the Code), and shall
comply with any judgment or settlement to the extent permitted by Code section
401(a)(13)(C).


14.2        Absence of Guaranty


The Administrator, the
Employers, and the Trustee do not in any way guarantee the Trust from loss or
depreciation.  The liability of the
Administrator or the Trustee to make any payment under the Plan will be limited
to the assets held by the Trustee that are available for that purpose.


14.3        Employment Rights


The Plan does not constitute
a contract of employment, and participation in the Plan will not give any
Employee the right to be retained in the employ of an Employer, nor any right
or claim to any benefit under the Plan, unless such right or claim has
specifically accrued under the terms of the Plan.


14.4        Litigation by Participants or Other
Persons


To the extent permitted by
law, if a legal action against the Trustee, an Employer, or the Administrator
by or on behalf of any person results adversely to that person, or if a legal
action arises because of conflicting claims to a Participant’s or Beneficiary’s
benefits, the cost to the Trustee, an Employer, or the Administrator of
defending the action will be charged to the extent possible to the sums, if
any, that were involved in the action or were payable to the Participant or
Beneficiary concerned.


14.5        Evidence


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



 45
 









14.6        Waiver of Notice


Any notice required under
the Plan may be waived by the person entitled to such notice.


14.7        Controlling Law


To the extent not superseded
by the laws of the United States, the laws of Illinois shall be controlling in
all matters relating to the Plan.


14.8        Statutory References


Any reference in the Plan to
the Code means the Internal Revenue Code of 1986, as amended (the “Code”). 
Any reference in the Plan to ERISA means the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”).  Any reference in the Plan to a section of the
Code or ERISA or to a section of any other Federal law, shall include any
comparable section or sections of any future legislation that amends,
supplements or supersedes that section.


14.9        Severability


In case any provisions of
the Plan shall be held illegal or invalid for any reason, such illegality or
invalidity shall not affect the remaining provi­sions of the Plan, and the Plan
shall be construed and enforced as if such illegal and invalid provisions had
never been set forth in the Plan.


14.10      Additional Employers


With the consent of the
Company, any Controlled Group Member may, by filing with the Company a written
instrument to that effect, become an Employer hereunder by adopting the Plan
and becoming a party to the Trust agreement.


14.11      Action By Employers


Any action authorized or
required to be taken by the Company or an Employer under the Plan shall be by
resolution of its board of directors, by resolution of a duly authorized
committee of its board of directors, or by a person or persons authorized by
resolution of its board of directors or such committee.


14.12      Gender and Number


Where the context admits,
words in the masculine gender include the feminine and neuter genders, the
plural includes the singular, and the singular includes the plural.



 46
 









14.13      Indemnification


To the extent permitted by
law, any member or former member of the Administrator, any person who was, is
or becomes an officer or director of the Company, an Employer, or a Related
Company or any Employee of an Employer to whom the Administrator or any
Employer has delegated any portion of its responsibilities under the Plan, and
all employees and agents thereof, shall be indemnified and saved harmless by
the Employers (to the extent not indemnified or saved harmless under any
liability insurance contract or other indemnification arrangement with respect
to the Plan) from and against any and all liability to which the Administrator
and such other persons may be subject by reason of any act done or omitted to
be done in good faith with respect to the administration of the Plan and the
Trust, including all expenses reasonably incurred in their defense in the event
that the Employers failed to provide such defense after having been requested
in writing to do so.


14.14      Automated Systems


The Administrator, in its
discretion, may authorize Participants to make various requests for
information, elections and other transactions under the Plan through the use of
one or more of the following methods: 
(a) written communications, (b) telephonic, automated voice response
system, (c) computer network, or (d) any other method designated by the
Administrator.



 47
 









SECTION
15


Restrictions as to Reversion of Trust Assets
to the Employers


The Employers shall have no
right, title or interest in the assets of the Trust, except as may be provided
in a pledge agreement entered into between an Employer and the Trustee in
connection with an Acquisition Loan (a “Pledge
Agreement”).  No part of the
assets of the Trust at any time will revert or will be repaid to the Employers,
directly or indirectly, except as follows:


(a)                                  If the Internal Revenue Service initially
determines that the Plan, as applied to an Employer, does not meet the
requirements of a qualified plan under Section 401(a) of the Code, the assets
of the Trust attributable to contributions made by the Employer under the Plan
shall be returned to the Employer within one year of the date of denial of
qualification of the Plan as applied to the Employer.


(b)                                 If a contribution or a portion of a
contribution is made by an Employer as a result of a mistake of fact, such
contribution or portion of a contribution shall not be considered to have been
contributed to the Trust by the Employer and, after having been reduced by any
losses of the Trust allocable thereto, shall be returned to the Employer within
one year of the date the amount is paid to the Trust.


(c)                                  Each contribution made by an Employer is
conditioned upon the deductibility of such contribution as an expense for
Federal income tax purposes.  If and to
the extent the deduction for the contribution made by the Employer is
disallowed, such contribution, or portion of such contribution, after having
been reduced by any losses of the Trust allocable thereto, shall be returned to
the Employer within one year of the date of disallowance of the deduction.


(d)                                 If there is a default on an Acquisition Loan,
an Employer may exercise its rights under the Pledge Agreement with respect to
the shares of Company Stock subject to the Pledge Agreement (including, but not
limited to, the sale of pledged shares, the transfer of pledged shares to the
Employer, and the registration of pledged shares in the Employer’s name).


Contributions may be returned to an Employer
pursuant to paragraph (a) above only if they are conditioned upon initial
qualification of the Plan as applied to that Employer and an application for
determination was made by the time prescribed by law for filing the Employer’s
Federal income tax return for the taxable year in which the Plan was adopted
(or such later date as the Secretary of the Treasury may prescribe).  In no event may the return of 



 48
 









a contribution pursuant to paragraph (b) or
(c) above cause any Participant’s Account balances to be less than the amount
of such balances had the contribution not been made under the Plan.



 49
 









SECTION 16


Amendment and Termination


16.1        Amendment


While the Company expects
and intends to continue the Plan, the Company reserves the right to amend the
Plan from time to time by action of the Board of Directors.  Notwithstanding the foregoing:


(a)                                  An amendment may not change the duties and
liabilities of the Administrator or the Trustee without the consent of the
Administrator or the Trustee, whichever is applicable;


(b)                                 An amendment shall not reduce the value of a
Participant’s nonforfeitable benefits accrued prior to the later of the
adoption or the Effective Date of the amendment; and


(c)                                  Except as provided in Section 15, under no
condition shall any amendment result in the return or repayment to the
Employers of any part of the Trust or the income therefrom or result in the
distribution of the Trust for the benefit of anyone other than Employees and
former Employees of the Employers and any other persons entitled to benefits
under the Plan.


The Administrator shall
notify the Trustee of any amendment of the Plan within a reasonable period of
time.


16.2        Termination


The
Plan will terminate as to all Employers on any date specified by the
Company.  The Plan will terminate as to
an individual Employer on the date it is terminated by that Employer if thirty
days’ advance written notice of the termination is given to the Administrator,
the Trustee and the other Employers.


16.3        Nonforfeitability and Distribution on
Termination


On termination or partial
termination of the Plan, the rights of all affected Participants to benefits
accrued to the date of such termination, after all adjustments then required
have been made, shall be nonforfeitable. 
The Administrator shall specify the date of such termination or partial
termination as a Special Accounting Date. 
All appropriate provisions of the Plan will continue to apply until the
account balances of all such Participants have been distributed under the Plan.



 50
 









16.4        Plan Merger, Consolidation, Etc.


In the case of any merger or
consolidation with, or transfer of assets or liabilities to, any other plan,
each Participant’s benefits (if the Plan terminated immediate­ly after such
merger, consolidation or transfer) shall be equal to or greater than the
benefits the Participant would have been entitled to receive if the Plan had terminated
immediately before the merger, consolidation or transfer.



 51















SECTION
17


Administration


17.1        The Administrator


The Plan is administered by
an Administrator appointed by the Company, which shall consist of one or more
individuals (who may but need not be Employees of the Employers) to conduct
Plan administrative functions (the “Administrator”).


17.2        The Administrator’s General Powers,
Rights, and Duties


The Administrator shall have
all the powers necessary and appropriate to discharge its duties under the
Plan, which powers shall be exercised in the sole and absolute discretion of
the Administrator, including, but not limited to, the following:


(a)                                  To construe and interpret the provisions of
the Plan and to make factual determinations thereunder, including the power to
determine the rights or eligibility under the Plan of Employees, Participants,
or any other persons, and the amounts of their benefits (if any) under the
Plan, and to remedy ambiguities, inconsistencies or omissions, and such
determinations by the Administrator shall be binding on all parties.  Benefits under this Plan will be paid only if
the Admini­strator decides in its discretion that the applicant is entitled to
them.


(b)                                 To adopt such rules of procedure and
regulations as in its opinion may be necessary for the proper and efficient
administration of the Plan and as are consistent with the Plan and Trust
agreement.


(c)                                  To enforce the Plan in accordance with the
terms of the Plan and the Trust and in accordance with the rules and
regulations the Administrator has adopted.


(d)                                 To direct the Trustee as respects payments or
distributions from the Trust in accordance with the provisions of the Plan.


(e)                                  To furnish the Employers with such
information as may be required by them for tax or other purposes in connection
with the Plan.


(f)                                    To employ agents, attorneys, accountants,
actuaries or other persons (who also may be employed by the Employers) and to
allocate or delegate to them such powers, rights and duties as the
Administrator may consider necessary or advisable to properly carry out
administration of the Plan, provided that such allocation or delegation 


 



 52
 









and the acceptance thereof
by such agents, attorneys, accountants, actuaries or other persons, shall be in
writing.


(g)                                 To appoint an investment manager as defined
in section 3(38) of ERISA to manage (with power to acquire and dispose of) the
assets of the Plan, which investment manager may or may not be a subsidiary of
the Company, and to delegate to any such investment manager all of the powers,
authorities and discretions granted to the Administrator hereunder or under the
Trust agreement (including the power to delegate and the power, with prior
notice to the Administrator, to appoint an investment manager), and to remove
any investment manager; provided, however, that the power and authority to manage,
acquire, or dispose of any asset of the Plan shall not be delegated except to
an investment manager, and provided further that the acceptance by any
investment manager of such appointment and delegation shall be in writing, and
the Administrator shall give notice to the Trustee, in writing, of any
appointment of, delegation to or removal of an investment manager.


(h)                                 Special Exercise of Trustee Discretion:  To
authorize the Trustee to act without the direction of the Administrator with
regard to any matter concerning the purchase, sale, or voting of Company Stock,
including the financing and other matters incidental to such purchase or sale,
upon the written consent of the Trustee to accept such responsibility, in which
case the Administrator shall have no authority or responsibility whatsoever
with regard to the matters so delegated to the Trustee.


17.3        Interested Administrator Member


If a member of the
Administrator is also a Participant in the Plan, the Administrator member may
not decide or determine any matter or question concerning distributions of any
kind to be made to the Administrator member or the nature or mode of settlement
of the Administrator member’s benefits, unless such decision or determination
could be made by the Administrator member under the Plan if the Administrator
member were not serving on the Administrator.


17.4        Administrator Expenses


All costs, charges and
expenses reasonably incurred by the Administrator will be paid by the Company
to the extent not paid from the assets of the Trust.  No compensation will be paid to a member of
the Administrator as such.



 53
 









17.5        Uniform Rules


The Administrator shall
administer the Plan on a reasonable and nondiscriminatory basis and shall apply
uniform rules to all persons similarly situated.


17.6        Information Required by the
Administrator


Each person entitled to
benefits under the Plan shall furnish the Administrator with such documents,
evidence, data or information as the Administrator considers necessary or
desirable for the purpose of administering the Plan.  The Employers shall furnish the Administrator
with such data and information as the Administrator may deem necessary or
desirable in order to administer the Plan. 
The records of the Employers as to an Employee’s or a Participant’s
period of employment, Hour of Service, termination of employment and the reason
therefore, leave of absence, reemployment and Compensation will be conclusive
on all persons unless determined to the Administrator’s satisfaction to be
incorrect.


17.7        Review of Benefit Determinations


The Administrator will
provide notice in writing to any Participant or Beneficiary whose claim for
benefits under the Plan is denied, and the Administrator shall afford such
Participant or Beneficiary a full and fair review of its decision if so
requested.


17.8        Administrator’s Decision Final


Subject to applicable law,
any interpretation of the provisions of the Plan and any decisions on any
matter within the discretion of the Administrator made by the Administrator in
good faith shall be binding on all persons. 
A misstatement or other mistake of fact shall be corrected when it
becomes known, and the Administrator shall make such adjustment on account
thereof as it considers equitable and practicable.


17.9        Denial Procedure and Appeal Process


A Participant with an unresolved
question about benefits may request a formal review of the situation in writing
from the Administrator within sixty days after receiving notification of his
Plan benefits.  A review decision will be
made within sixty days after receipt of such request (one hundred twenty days
in special circumstances) and the Participant will be informed of the decision
within ninety days after receipt of such request (one hundred eighty days in
special circumstances).  However, if the
Participant is not informed of the decision within the period described above,
the Participant may request a further review by the Administrator as described
below as if he or she had received notice of an adverse decision at the end of
that period.  The decision will be
written in a manner setting forth the specific reasons for any denial of a
benefit or benefit option, specific reference to pertinent Plan provisions on
which such denial is based, a description of any additional material or
information necessary for the Participant to perfect the claim and an
explanation of why such material or information is necessary, and an
explanation of the Plan’s claim review procedure. The Participant may request a
further review by the 



 54
 









Administrator of the decision denying the claim by
filing with the Administrator within sixty days after such notice has been
received a written request for such review, and may review pertinent documents,
and submit issues and comments in writing, within the same sixty-day
period.  If such request is so filed,
such review shall be made by the Administrator within sixty days after receipt
of such request, unless special circumstances require an extension of time for
processing in which case the review will be completed and decision rendered
within one hundred twenty days.  The
Participant will be given written notice of the decision which will include
specific reasons for the decision, and specific references to the pertinent
Plan provisions on which the decision is based, and such decision by the
Administrator shall be final and shall terminate the review process.


If a Participant claims disability benefits under the ESOP, within 45
days of receiving an application for such benefits, the Committee, or its
authorized representative, will provide the Participant with a written notice
of its decision.  This 45-day period may
be extended by 30 days if the Committee determines the extension is necessary
because of circumstances outside the ESOP’s control, and the Participant is
notified before the end of the 45-day period. 
If before the end of the 30-day extension period, the Committee
determines that additional time is necessary, the period may be extended for a
second 30-day period, if the Participant is notified before the end of the
first 30-day extension period and the notice specifies the circumstances
requiring the extension and the date as of which the Plan expects to render a
decision.


In the case of a denial of the Participant’s application, the written
notice will contain the following:


1.               The specific reasons for the denial, with
reference to the ESOP provisions upon which the denial is based;


2.               A description of any additional information
or material necessary for perfection of the application (together with an
explanation why the material or information is necessary); and


3.               An explanation of the ESOP’s claim review
procedure and the time limits applicable to such procedure, including a
statement of the Participant’s right to bring a civil action (under Section 502
of ERISA) after an adverse benefit determination on appeal.


If an internal rule, guideline, protocol, or other similar criterion
was relied upon in making the adverse determination, the Committee either will
provide the specific rule, guideline, protocol or other similar criterion or
the Committee will provide a statement that such rule, guideline, protocol or
other similar criterion was relied upon in making the adverse determination and
that a copy of such rule, guideline, protocol, or other criterion will be
provided free of charge to the claimant upon request.



 55
 









A Participant may appeal an adverse benefit determination relating to a
claim for disability benefits under the ESOP or contest the amount of benefits
payable, by filing an appeal in writing within sixty (60) days after the date
of notice of the decision with respect to the application.  If the claim was neither approved nor denied
within the ninety day period provided above, then the appeal must be made
within sixty (60) days after the expiration of the ninety (90) day period.  The appeal will be given full and fair review
by the Committee.  The Participant may
review all pertinent documents and submit issues and comments in writing in
connection with the appeal.


Any review of an appeal of a denied claim that a Participant is
disabled under the ESOP must meet the following standards:  the review does not afford deference to the
initial adverse benefit determination; the review is conducted by an
appropriate named fiduciary who is neither the party who made the initial adverse
benefit determination that is the subject of the appeal nor a subordinate of
such party; the review provides that the appropriate named fiduciary consult
with health care professionals with appropriate training and experience in the
field of medicine involved in the medical judgment in deciding the appeal of an
adverse benefit determination that is based in whole or in part on a medical
judgement; and the review provides for the identification of the medical or
vocational experts whose advice was obtained in connection with the Participant’s
adverse benefit determination, without regard to whether the advice was relied
upon in making the determination.


The decision on appeal will be made promptly, and not later than 45
days after the receipt of a request for review, unless special circumstances
require an extension of time for processing, in which case, the special
circumstances and the date by which a decision is expected to be rendered shall
be communicated to the Participant in writing. 
In no event will the extension exceed a period of 45 days from the end
of the initial 45-day period.


The decision on review shall be in writing and shall include:


1.               The specific reasons for the denial, with
reference to the ESOP provisions upon which the denial is based;


2.               A statement that the Participant is entitled
to receive, upon request and free of charge, reasonable access to, and copies
of, all documents, records, and other information relevant to the claim for
disability benefits.


3.               A statement of the Participant’s right to
bring a civil action (under Section 502 of ERISA) after an adverse benefit
determination on appeal.


If an internal rule, guideline, protocol, or other similar criterion
was relied upon in making the adverse determination, the Participant will
either be provided the specific rule, guideline, protocol or other similar
criterion or will be provided a statement that such rule, guideline, protocol
or other similar criterion was relied upon in making the adverse 



 56
 









determination
and that a copy of such rule, guideline, protocol, or other criterion will be
provided free of charge to the claimant upon request.



 57
 









SECTION
18


Special Rules Applicable When Plan is
Top-Heavy


18.1        Purpose and Effect


The purpose of this Section
18 is to comply with the requirements of Section 416 of the Code.  The provisions of this Section 18 are
effective for each Plan Year beginning on or after the Effective Date in which
the Plan is a “Top-Heavy Plan”
within the meaning of Section 416(g) of the Code.


18.2        Top-Heavy Plan


In general, the Plan will be
a Top-Heavy Plan for any Plan Year if, as of the “Determination Date” (that is, the last day of the preceding
Plan Year), the sum of the amounts in paragraphs (a), (b) and (c) below for Key
Employees exceeds sixty percent of the sum of such amounts for all Employees
who are covered by this Plan or by a defined contribution plan or defined
benefit plan that is aggregated with this Plan in accordance with Section 18.4:


(a)                                  The aggregate account balances of
Participants under this Plan.


(b)                                 The aggregate account balances of
Participants under any other defined contribution plan included under Section
18.4.


(c)                                  The present value of the cumulative accrued
benefits of Participants calculated under any defined benefit plan included in Section
18.4.


In making the foregoing determination: 
(i) a Participant’s account balances or cumulative accrued benefits
shall be increased by the aggregate distributions, if any, made with respect to
the Participant during the 1-year period (except with respect to
in-service distributions, for which a 5-year period shall apply) ending on the
Determination Date, including distributions under a terminated plan that, if it
had not been terminated, would have been required to be included in the
aggregation group, (ii) the account balances or cumulative accrued benefits of
a Participant who was previously a Key Employee, but who is no longer a Key
Employee, shall be disregarded, (iii) the account balances or cumulative
accrued benefits of a Beneficiary of a Participant shall be considered  Accounts or accrued benefits of the
Participant, (iv) the account balances or cumulative accrued benefits of a
Participant who has not performed services for an Employer or a Related Company
at any time during the 1-year period ending on the Determination Date
shall be disregarded and (v) any rollover contribution (or similar transfer)
from a plan maintained by a corporation other than an Employer under this Plan
initiated by a Participant shall not be taken into account as part of the
Participant’s aggregate account balances under this Plan.



 58
 









18.3        Key Employee


In general, a “Key Employee” is an Employee (or a former
or deceased Employee) who, at any time during the Plan Year is or was:


(a)                                  an officer of the Employer having annual
compensation greater than $130,000, as adjusted from time to time by the
Internal Revenue Service; provided that, for purposes of this paragraph, no
more than fifty Employees of the Employer (or, if lesser, the greater of three
Employees or ten percent of the Employees) shall be treated as officers;


(b)                                 a five percent or greater owner of an
Employer; or


(c)                                  a one percent or greater owner of an Employer
having annual compensation from the Employer of more than $150,000 (as adjusted
by the Internal Revenue Service).


For
purposes of this Section, a Participant’s compensation means the wages paid to
a Participant within the meaning of Section 3401(a) of the Code and all other
payments of compensation to the Participant by an Employer for which the
Employer is required to furnish the Participant a written statement, as
described in Treas. Reg. § 1.415-2(d)(11)(i), but including for such
Plan Year or Accounting Period all of a Participant’s salary deferrals made
during such time pursuant to an arrangement maintained by an Employer under
Sections 125, 132(f) or 401(k) of the Code.


18.4        Aggregated Plans


Each other defined
contribution plan and defined benefit plan maintained by an Employer that
covers a Key Employee as a Participant or that is maintained by an Employer in
order for a plan covering a Key Employee to satisfy Section 401(a)(4) or 410 of
the Code, regardless of whether or not such plan has been terminated, shall be
aggregated with this Plan in determining whether this Plan is top-heavy.  In addition, any other defined contribution
or defined benefit plan of an Employer may be included if all such plans that
are included, when aggregated, will not discriminate in favor of officers,
shareholders or Highly Compensated Employees and will satisfy all of the applicable
requirements of Sections 401(a)(4) and 410 of the Code.


18.5        Minimum Employer Contribution


Subject to the following
provisions of this Section and Section 18.6, for any Plan Year in which the
Plan is a Top-Heavy Plan, the Employer contribution credited to each
Participant who is not a Key Employee shall not be less than 3 percent of such
Participant’s total compensation from the Employers for that year.  In no event, however, shall the total 



 59
 









Employer contribution
credited in any year to a Participant who is not a Key Employee (expressed as a
percentage of such Participant’s total compensation from the Employers) be
required to exceed the maximum total Employer contribution credited in that
year to a Key Employee (expressed as a percentage of such Key Employee’s total
compensation from the Employers). 
Contributions made by an Employer under the Plan pursuant to
Participants’ income deferral authorizations shall not be deemed Employer
Contributions for purposes of this Section. 
Employer matching contributions (as defined in Code Section
401(m)(4)(A)) shall be taken into account for purposes of this paragraph.  The amount of minimum Employer contribution
otherwise required to be allocated to any Participant for any Plan Year under
this Section shall be reduced by the amount of Employer Contributions allocated
to him for a Plan Year ending with or within that Plan Year under any other
tax-qualified defined contribution plan maintained by an Employer.


18.6        Coordination of Benefits


For any Plan Year in which
the Plan is top-heavy, in the case of a Participant who is a non-Key Employee
and who is a Participant in a top-heavy tax-qualified defined benefit plan that
is maintained by an Employer and that is subject to Section 416 of the Code,
Section 18.6 shall not apply, and the minimum benefit to be provided to each
such Participant in accordance with this Section 18 and Section 416(c) of the
Code shall be the minimum annual retirement benefit to which he is entitled
under such defined benefit plan in accordance with such Section 416(c), reduced
by the amount of annual retirement benefit purchasable with his Plan  Accounts (or portions thereof)
attributable to Employer contributions under this Plan and any other
tax-qualified defined contribution plan maintained by an Employer.


IN WITNESS WHEREOF, the
foregoing plan is adopted by the Company, this 1st day of April, 2007.


	
   

  	
  TRIBUNE COMPANY

  
	
   

  	
   

  
	
   

  	
  /s/ Dennis J.
  FitzSimons

  
	
   

  	
  By: Dennis J.
  FitzSimons

  
	
   

  	
  Its: Chairman, President and Chief Executive Officer

  



 



 60
 









EXHIBIT 1


Tribune Employee Stock Ownership Plan


List of Participating
Employers as of January 1, 2007


	
  Co Code

  	
   

  	
  Company Name

  
	
  100

  	
   

  	
  Tribune Publishing Company

  
	
  101

  	
   

  	
  Chicago Tribune Company

  
	
  103

  	
   

  	
  Chicago Tribune Press Services

  
	
  104

  	
   

  	
  Newspapers Readers Agency, Inc

  
	
  105

  	
   

  	
  Tribune Direct

  
	
  106

  	
   

  	
  Chicagoland Publishing Company

  
	
  109

  	
   

  	
  Chicago Tribune Interactive

  
	
  121

  	
   

  	
  Tribune Media Net

  
	
  130

  	
   

  	
  Sun Sentinel

  
	
  131

  	
   

  	
  Gold Coast Publications

  
	
  132

  	
   

  	
  Sun Sentinel Development

  
	
  135

  	
   

  	
  Forum Publishing Group, Inc.

  
	
  136

  	
   

  	
  TI — SFLA

  
	
  140

  	
   

  	
  Sentinel Communications

  
	
  145

  	
   

  	
  TI — Orlando

  
	
  160

  	
   

  	
  The Daily Press

  
	
  162

  	
   

  	
  Virginia Gazette, LLC

  
	
  163

  	
   

  	
  TI - Hampton Roads

  
	
  170

  	
   

  	
  Tribune Media Services

  
	
  171

  	
   

  	
  Tribune Interactive

  
	
  172

  	
   

  	
  TMS — Glens Falls

  
	
  173

  	
   

  	
  TMS Europe

  
	
  174

  	
   

  	
  Tribune Media Serv-Glendale, WI

  
	
  178

  	
   

  	
  Tribune Media Svcs

  
	
  190

  	
   

  	
  Chicagoland TV

  
	
  191

  	
   

  	
  Oakbrook Productions

  
	
  200

  	
   

  	
  Tribune Broadcasting Company

  
	
  210

  	
   

  	
  WPIX-TV

  
	
  213

  	
   

  	
  KCPQ, Inc.

  
	
  215

  	
   

  	
  KHCW-TV

  
	
  217

  	
   

  	
  WXMI

  
	
  220

  	
   

  	
  KTLA-TV

  
	
  225

  	
   

  	
  KSWB-TV

  



 



 61
 









 


	
  230

  	
   

  	
  WGN-TV

  
	
  231

  	
   

  	
  WGN Cable Sales

  
	
  232

  	
   

  	
  Tower Distribution Company

  
	
  241

  	
   

  	
  WTIC-TV

  
	
  242

  	
   

  	
  WXIN-TV

  
	
  243

  	
   

  	
  KDAF-TV

  
	
  244

  	
   

  	
  WPMT-TV

  
	
  245

  	
   

  	
  KTXL-TV

  
	
  246

  	
   

  	
  WSFL-TV

  
	
  250

  	
   

  	
  WGNO/WNOL

  
	
  252

  	
   

  	
  WDCW-TV

  
	
  255

  	
   

  	
  WPHL-TV

  
	
  265

  	
   

  	
  KWGN-TV

  
	
  270

  	
   

  	
  KPLR-TV

  
	
  275

  	
   

  	
  KRCW-TV

  
	
  285

  	
   

  	
  Tribune Broadcasting News Ntwk

  
	
  290

  	
   

  	
  WGN-AM Radio 720

  
	
  310

  	
   

  	
  Tribune Entertainment Company

  
	
  311

  	
   

  	
  5800 Sunset Productions

  
	
  500

  	
   

  	
  Tribune Company

  
	
  501

  	
   

  	
  Tribune Information Systems

  
	
  504

  	
   

  	
  Tribune Finance Service Center

  
	
  505

  	
   

  	
  Tribune Properties

  
	
  600

  	
   

  	
  Los Angeles Times Commun. LLC

  
	
  601

  	
   

  	
  Los Angeles Times Newspapers

  
	
  603

  	
   

  	
  Los Angeles Times Interactive

  
	
  605

  	
   

  	
  Recycler Classifieds

  
	
  609

  	
   

  	
  California Community News

  
	
  610

  	
   

  	
  The Hartford Courant

  
	
  611

  	
   

  	
  Tribune Interactive - Hartford

  
	
  613

  	
   

  	
  Valumail

  
	
  614

  	
   

  	
  New Mass Media

  
	
  620

  	
   

  	
  The Morning Call, Inc.

  
	
  621

  	
   

  	
  Morning Call Interactive

  
	
  623

  	
   

  	
  Tribune Direct (ABE)

  
	
  640

  	
   

  	
  The Baltimore Sun

  
	
  641

  	
   

  	
  Interactive

  
	
  642

  	
   

  	
  Patuxent Publishing Company

  
	
  643

  	
   

  	
  Homestead Publishing Co.

  



 



 62
 









 


	
  660

  	
   

  	
  Newsday

  
	
  661

  	
   

  	
  Newsday.com

  
	
  662

  	
   

  	
  Newsday, Inc.

  
	
  663

  	
   

  	
  Star Community Publishing Grp

  
	
  664

  	
   

  	
  DSA Community Publishing

  
	
  669

  	
   

  	
  Tribune NY Newspaper Holdings

  
	
  670

  	
   

  	
  Hoy Publications LLC

  
	
  671

  	
   

  	
  Hoy L.A.

  
	
  672

  	
   

  	
  Hoy Chicago

  
	
  674

  	
   

  	
  Hoy-Central

  
	
  703

  	
   

  	
  Metromix Central

  



 



 63