ex4-5.htm


    
 

    


    


    


    PROTOTYPE

    DEFINED
      CONTRIBUTION RETIREMENT PLAN

    BASIC
      PLAN # 01

    


    


    


    


    


    


    


    


    


    


    AccuDraft,
      Inc.

    940
      Centre Circle, Suite 2020

    Altamonte
      Springs, FL 32714

     

     

     

     

    
      	 DC
              Basic Plan #01	
               August
                2006

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    


     

    Table
      of Contents

    
      	
              ARTICLE
                I Definitions

            	
              1

            
	 	 
	
              1.1

            	
              ACP
                Test

            	
              1

            
	
              1.2

            	
              ACP
                Safe  Harbor Matching Contribution

            	
              1

            
	
              1.3

            	
              ACP
                Safe Harbor Matching Contribution Account

            	
              1

            
	
              1.4

            	
              Actual
                Contribution Percentage Test

            	
              1

            
	
              1.5

            	
              Actual
                Deferral Percentage

            	
              2

            
	
              1.6

            	
              Actual
                Deferral Percentage Test

            	
              2

            
	
              1.7

            	
              Administrator

            	
              2

            
	
              1.8

            	
              Adopting
                Employer

            	
              2

            
	
              1.9

            	
              ADP
                Safe Harbor Matching Contribution

            	
              3

            
	
              1.10

            	
              ADP
                Safe Harbor Matching Contribution Account

            	
              4

            
	
              1.11

            	
              ADP
                Safe Harbor Non-Elective Contribution

            	
              4

            
	
              1.12

            	
              ADP
                Safe Harbor Non-Elective Contribution Account

            	
              4

            
	
              1.13

            	
              ADP
                Test

            	
              4

            
	
              1.14

            	
              Affiliated
                Employer

            	
              4

            
	
              1.15

            	
              Age

            	
              4

            
	
              1.16

            	
              Allocation
                Period

            	
              4

            
	
              1.17

            	
              Anniversary
                Date

            	
              4

            
	
              1.18

            	
              Annuity
                Starting Date

            	
              4

            
	
              1.19

            	
              Average
                Contribution Percentage

            	
              4

            
	
              1.20

            	
              Basic
                Plan

            	
              5

            
	
              1.21

            	
              Benefiting
                Participant

            	
              5

            
	
              1.22

            	
              Beneficiary

            	
              5

            
	
              1.23

            	
              Break
                in Service

            	
              5

            
	
              1.24

            	
              Catch-Up
                Contribution

            	
              6

            
	
              1.25

            	
              Code

            	
              6

            
	
              1.26

            	
              Code
                §3401 Compensation

            	
              6

            
	
              1.27

            	
              Code
                §415 Safe Harbor Compensation

            	
              6

            
	
              1.28

            	
              Code
                §415 Statutory Compensation

            	
              7

            
	
              1.29

            	
              1.29
                Compensation

            	
              8

            
	
              1.30

            	
              Contribution
                Percentage

            	
              10

            
	
              1.31

            	
              Contribution
                Percentage Amounts

            	
              10

            
	
              1.32

            	
              Counting
                of Hours Method

            	
              10

            
	
              1.33

            	
              Deductible
                Employee Contribution

            	
              10

            
	
              1.34

            	
              Deductible
                Employee Contribution Account

            	
              10

            
	
              1.35

            	
              Deemed
                IRA

            	
              10

            
	
              1.36

            	
              Deemed
                IRA Account

            	
              10

            
	
              1.37

            	
              Disability

            	
              10

            
	
              1.38

            	
              Early
                Retirement Age

            	
              10

            
	
              1.39

            	
              Early
                Retirement Date

            	
              11

            
	
              1.40

            	
              Earned
                Income

            	
              11

            
	
              1.41

            	
              Elapsed
                Time Method

            	
              11

            
	
              1.42

            	
              Elective
                Deferral

            	
              11

            
	
              1.43

            	
              Employee

            	
              11

            
	
              1.44

            	
              Employee
                Contribution

            	
              12

            
	
              1.45

            	
              Employer

            	
              12

            
	
              1.46

            	
              Excess
                Aggregate Contributions

            	
              12

            
	
              1.47

            	
              Excess
                Contributions

            	
              12

            
	
              1.48

            	
              Excess
                Elective Deferrals

            	
              12

            
	
              1.49

            	
              Fiduciary

            	
              12

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              1.50

            	
              Fiscal
                Year

            	
              12

            
	
              1.51

            	
              Forfeiture

            	
              13

            
	
              1.52

            	
              Form
                W-2 Compensation

            	
              13

            
	
              1.53

            	
              HCE

            	
              13

            
	
              1.54

            	
              Highly
                Compensated Employee

            	
              13

            
	
              1.55

            	
              Hour
                of Service

            	
              13

            
	
              1.56

            	
              Key
                Employee

            	
              14

            
	
              1.57

            	
              Leased
                Employee

            	
              14

            
	
              1.58

            	
              Limitation
                Year

            	
              15

            
	
              1.59

            	
              Mandatory
                Employee Contribution

            	
              15

            
	
              1.60

            	
              Mandatory
                Employee Contribution Account

            	
              15

            
	
              1.61

            	
              Matching
                Contribution

            	
              15

            
	
              1.62

            	
              Matching
                Contribution Account

            	
              15

            
	
              1.63

            	
              Maternity
                or Paternity Leave

            	
              15

            
	
              1.64

            	
              NHCE

            	
              15

            
	
              1.65

            	
              Non-Elective
                Contribution

            	
              15

            
	
              1.66

            	
              Non-Highly
                Compensated Employee

            	
              15

            
	
              1.67

            	
              Non-Key
                Employee

            	
              15

            
	
              1.68

            	
              Non-Safe
                Harbor Matching Contribution

            	
              15

            
	
              1.69

            	
              Non-Safe
                Harbor Matching Contribution Account

            	
              16

            
	
              1.70

            	
              Non-Safe
                Harbor Non-Elective Contribution

            	
              16

            
	
              1.71

            	
              Non-Safe
                Harbor Non-Elective Contribution Account

            	
              16

            
	
              1.72

            	
              Normal
                Form of Distribution

            	
              16

            
	
              1.73

            	
              Normal
                Retirement Age

            	
              16

            
	
              1.74

            	
              Normal
                Retirement Date

            	
              16

            
	
              1.75

            	
              Otherwise
                Excludible Participants

            	
              16

            
	
              1.76

            	
              Optional
                Form of Distribution

            	
              16

            
	
              1.77

            	
              Owner-Employee

            	
              16

            
	
              1.78

            	
              Participant

            	
              16

            
	
              1.79

            	
              Participant's
                Account

            	
              16

            
	
              1.80

            	
              Period
                of Service

            	
              17

            
	
              1.81

            	
              Period
                of Severance

            	
              19

            
	
              1.82

            	
              Permissive
                Aggregation Group

            	
              19

            
	
              1.83

            	
              Plan

            	
              19

            
	
              1.84

            	
              Plan
                Year

            	
              19

            
	
              1.85

            	
              Policy

            	
              19

            
	
              1.86

            	
              Pre-Tax
                Elective Deferral

            	
              19

            
	
              1.87

            	
              Pre-Tax
                Elective Deferral Account

            	
              19

            
	
              1.88

            	
              Prevailing
                Wage Account

            	
              19

            
	
              1.89

            	
              Prevailing
                Wage Contribution

            	
              19

            
	
              1.90

            	
              Prevailing
                Wage Employee

            	
              19

            
	
              1.91

            	
              Prevailing
                Wage Law

            	
              20

            
	
              1.92

            	
              QJSA

            	
              20

            
	
              1.93

            	
              QMAC

            	
              20

            
	
              1.94

            	
              QMAC
                Account

            	
              20

            
	
              1.95

            	
              QNEC

            	
              20

            
	
              1.96

            	
              QNEC
                Account

            	
              20

            
	
              1.97

            	
              QPSA

            	
              20

            
	
              1.98

            	
              Qualified
                Joint and Survivor Annuity

            	
              20

            
	
              1.99

            	
              Qualified
                Matching Contribution

            	
              20

            
	
              1.100

            	
              Qualified
                Matching Contribution Account

            	
              20

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              1.101

            	
              Qualified
                Non-Elective Contribution

            	
              20

            
	
              1.102

            	
              Qualified
                Non-Elective Contribution Account

            	
              20

            
	
              1.103

            	
              Qualified
                Pre-Retirement Survivor Annuity

            	
              21

            
	
              1.104

            	
              Required
                Aggregation Group

            	
              21

            
	
              1.105

            	
              Required
                Beginning Date

            	
              21

            
	
              1.106

            	
              Rollover
                Account

            	
              21

            
	
              1.107

            	
              Rollover
                Contribution (or Rollover)

            	
              21

            
	
              1.108

            	
              Roth
                Elective Deferral

            	
              21

            
	
              1.109

            	
              Roth
                Elective Deferral

            	
              21

            
	
              1.110

            	
              Safe
                Harbor 401(k) Contribution

            	
              21

            
	
              1.111

            	
              Safe
                Harbor 401(k) Plan

            	
              21

            
	
              1.112

            	
              Safe
                Harbor Notice

            	
              21

            
	
              1.113

            	
              Self-Employed
                Individual

            	
              22

            
	
              1.114

            	
              Severance
                from Employment

            	
              22

            
	
              1.115

            	
              Sponsoring
                Employer

            	
              22

            
	
              1.116

            	
              Spouse

            	
              22

            
	
              1.117

            	
              Termination
                of Employment

            	
              22

            
	
              1.118

            	
              Terminated
                Participant

            	
              22

            
	
              1.119

            	
              Top
                Heavy

            	
              22

            
	
              1.120

            	
              Top
                Heavy Minimum Allocation

            	
              22

            
	
              1.121

            	
              Top
                Heavy Ratio

            	
              22

            
	
              1.122

            	
              Transfer
                Contribution

            	
              24

            
	
              1.123

            	
              Trustee

            	
              24

            
	
              1.124

            	
              Trust
                (or Trust Fund)

            	
              24

            
	
              1.125

            	
              Valuation
                Date

            	
              24

            
	
              1.126

            	
              Vested
                Aggregate Account

            	
              24

            
	
              1.127

            	
              Vested,
                Vested Interest or Vesting

            	
              24

            
	
              1.128

            	
              Voluntary
                Employee Contribution

            	
              24

            
	
              1.129

            	
              Voluntary
                Employee Contribution Account

            	
              24

            
	
              1.130

            	
              Year
                of Service

            	
              24

            
	 	 	 
	
              ARTICLE
                II Plan Participation

            	
              26

            
	 	 
	
              2.1

            	
              Eligibility
                Requirements

            	
              26

            
	
              2.2

            	
              Entry
                Date

            	
              28

            
	
              2.3

            	
              Waiver
                of Participation

            	
              28

            
	
              2.4

            	
              Reemployment

            	
              29

            
	
              2.5

            	
              Exclusion
                of an Eligible Employee

            	
              29

            
	2.6	Inclusion
              of
              an Ineligible Employee	29
	 	 	 
	
              ARTICLE
                III Contributions and Allocations

            	
              29

            
	 	 
	
              3.1

            	
              Employer
                Contributions

            	
              29

            
	
              3.2

            	
              Allocation
                of Employer Contributions

            	
              36

            
	
              3.3

            	
              Allocation
                of Earnings and Losses

            	
              41

            
	
              3.4

            	
              Allocation
                of Forfeitures

            	
              41

            
	
              3.5

            	
              Top
                Heavy Minimum Allocation

            	
              42

            
	
              3.6

            	
              Failsafe
                Allocation

            	
              43

            
	
              3.7

            	
              Rollover
                Contributions

            	
              44

            
	
              3.8

            	
              Voluntary
                Employee Contributions

            	
              44

            
	
              3.9

            	
              Mandatory
                Employee Contributions

            	
              44

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              3.10

            	
              Deductible
                Employee Contributions

            	
              45

            
	
              3.11

            	
              SIMPLE
                401(k) Provisions

            	
              45

            
	
              3.12

            	
              Deemed
                IRAs

            	
              47

            
	 	 	 
	
              ARTICLE
                IV Plan Benefits

            	
              47

            
	 	 
	
              4.1

            	
              Benefit
                Upon Normal (or Early) Retirement

            	
              47

            
	
              4.2

            	
              Benefit
                Upon Late Retirement

            	
              47

            
	
              4.3

            	
              Benefit
                Upon Death

            	
              48

            
	
              4.4

            	
              Benefit
                Upon Disability

            	
              48

            
	
              4.5

            	
              Benefit
                Upon Termination of Employment

            	
              48

            
	
              4.6

            	
              Determination
                of Vested Interest

            	
              48

            
	 	 
	
              ARTICLE
                V Distribution of Benefits

            	
              52

            
	 	 
	
              5.1

            	
              Distribution
                of Benefit Upon Retirement

            	
              52

            
	
              5.2

            	
              Distribution
                of Benefit Upon Death

            	
              53

            
	
              5.3

            	
              Distribution
                of Benefit Upon Disability

            	
              55

            
	
              5.4

            	
              Distribution
                of Benefit Upon Termination of Employment

            	
              56

            
	
              5.5

            	
              Mandatory
                Cash-Out of Benefits

            	
              57

            
	
              5.6

            	
              Restrictions
                on Immediate Distributions

            	
              58

            
	
              5.7

            	
              Accounts
                of Rehired Participants

            	
              59

            
	
              5.8

            	
              Spousal
                Consent Requirements

            	
              60

            
	
              5.9

            	
              Application
                of Code §401(a)(9)

            	
              61

            
	
              5.10

            	
              Statutory
                Commencement of Benefits

            	
              65

            
	
              5.11

            	
              Earnings
                Before Benefit Distribution

            	
              65

            
	
              5.12

            	
              Distribution
                in the Event of Legal Incapacity

            	
              65

            
	
              5.13

            	
              Missing
                Payees and Unclaimed Benefits

            	
              65

            
	
              5.14

            	
              Direct
                Rollovers

            	
              66

            
	
              5.15

            	
              Distribution
                of Property

            	
              67

            
	
              5.16

            	
              Financial
                Hardship Distributions

            	
              67

            
	
              5.17

            	
              In-Service
                Distributions

            	
              67

            
	
              5.18

            	
              Distribution
                of Excess Elective Deferrals

            	
              68

            
	
              5.19

            	
              Distribution
                of Excess Contributions

            	
              69

            
	
              5.20

            	
              Distribution
                of Excess Aggregate Contributions

            	
              71

            
	
              5.21

            	
              Distribution
                of Rollover Contributions

            	
              72

            
	
              5.22

            	
              Distribution
                of Transfer Contributions

            	
              73

            
	
              5.23

            	
              Distribution
                of Voluntary Employee Contributions

            	
              73

            
	
              5.24

            	
              Distribution
                of Mandatory Employee Contributions

            	
              74

            
	
              5.25

            	
              Rules
                Relating to Retroactive Annuity Starting Dates

            	
              74

            
	 	 
	
              ARTICLE
                VI Code §415 Limitations

            	
              75

            
	 	 
	
              6.1

            	
              Maximum
                Annual Additions

            	
              75

            
	
              6.2

            	
              Adjustments
                to Maximum Annual Addition

            	
              76

            
	
              6.3

            	
              Multiple
                Plans and Multiple Employers

            	
              76

            
	
              6.4

            	
              Adjustment
                for Excessive Annual Additions

            	
              76

            
	 	 
	
              ARTICLE
                VII Loans, Insurance and Directed Investments

            	
              77

            
	 	 
	
              7.1

            	
              Loans
                to Participants

            	
              77

            


    

    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              7.2

            	
              Insurance
                on Participants

            	
              77

            
	
              7.3

            	
              Key
                Man Insurance

            	
              79

            
	
              7.4

            	
              Directed
                Investment Accounts

            	
              79

            
	 	 
	
              ARTICLE
                VIII Duties of the Administrator

            	
              79

            
	 	 
	
              8.1

            	
              Appointment,
                Resignation, Removal and Succession

            	
              79

            
	
              8.2

            	
              General
                Powers and Duties

            	
              80

            
	
              8.3

            	
              Appointment
                of Administrative Committee

            	
              80

            
	
              8.4

            	
              Multiple
                Administrators

            	
              80

            
	
              8.5

            	
              Correcting
                Administrative Errors

            	
              80

            
	
              8.6

            	
              Promulgating
                Notices and Procedures

            	
              80

            
	
              8.7

            	
              Employment
                of Agents and Counsel

            	
              81

            
	
              8.8

            	
              Compensation
                and Expenses

            	
              81

            
	
              8.9

            	
              Claims
                Procedures

            	
              81

            
	
              8.10

            	
              Qualified
                Domestic Relations Orders

            	
              83

            
	
              8.11

            	
              Appointment
                of an Investment Manager

            	
              83

            
	 	 
	
              ARTICLE
                IX Trustee Provisions

            	
              84

            
	 	 
	
              9.1

            	
              Appointment,
                Resignation, Removal and Succession

            	
              84

            
	
              9.2

            	
              Powers
                and Duties of the Trustee

            	
              84

            
	 	 
	
              ARTICLE
                X Amendment, Termination and Merger

            	
              84

            
	 	 
	
              10.1

            	
              Plan
                Amendment

            	
              84

            
	
              10.2

            	
              Termination
                By Sponsoring Employer

            	
              86

            
	
              10.3

            	
              Termination
                of Participation by Adopting Employer

            	
              87

            
	
              10.4

            	
              Merger
                or Consolidation

            	
              87

            
	 	 
	
              ARTICLE
                XI Miscellaneous Provisions

            	
              87

            
	 	 
	
              11.1

            	
              No
                Contract of Employment

            	
              87

            
	
              11.2

            	
              Title
                to Assets

            	
              87

            
	
              11.3

            	
              Qualified
                Military Service

            	
              87

            
	
              11.4

            	
              Fiduciaries
                and Bonding

            	
              88

            
	
              11.5

            	
              Severability
                of Provisions

            	
              88

            
	
              11.6

            	
              Gender
                and Number

            	
              88

            
	
              11.7

            	
              Headings
                and Subheadings

            	
              88

            
	
              11.8

            	
              Legal
                Action

            	
              88

            
	
              11.9

            	
              Qualified
                Plan Status

            	
              88

            
	
              11.10

            	
              Mailing
                of Notices to Administrator, Employer or Trustee

            	
              88

            
	
              11.11

            	
              Participant
                Notices and Waivers of Notices

            	
              88

            
	
              11.12

            	
              No
                Duplication of Benefits

            	
              88

            
	
              11.13

            	
              Evidence
                Furnished Conclusive

            	
              88

            
	
              11.14

            	
              Release
                of Claims

            	
              88

            
	
              11.15

            	
              Multiple
                Copies of Plan And/or Trust And/or Adoption Agreement

            	
              89

            
	
              11.16

            	
              Loss
                of Prototype Status

            	
              89

            
	
              11.17

            	
              Limitation
                of Liability and Indemnification

            	
              89

            
	
              11.18

            	
              Written
                Elections and Forms

            	
              89

            
	
              11.19

            	
              Assignment
                and Alienation of Benefits

            	
              89

            
	
              11.20

            	
              Exclusive
                Benefit Rule

            	
              89

            
	
              11.21

            	
              Dual
                and Multiple Trusts

            	
              89

            


    

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    AccuDraft

    Prototype
      Defined Contribution Retirement Plan

     

     

    Preamble

     

    This
      document is a
      basic Prototype Defined Contribution Retirement Plan. The sponsor of this
      prototype is AccuDraft, Inc. or its successor (hereinafter sometimes referred
      to
      as the Prototype Sponsor). The Prototype Sponsor has designated this Prototype
      Defined Contribution Retirement Plan as Basic Plan Number 01. Basic Plan 01
      and
      its companion Adoption Agreements include provisions for a money purchase plan,
      a profit sharing plan, and a 401(k) plan.

     

    A
      Sponsoring Employer may adopt one or more plans by executing a completed
      Adoption Agreement for each type of plan adopted. A Sponsoring Employer may
      adopt one or more trusts to hold some or all retirement plan assets. The
      documents mentioned in this section, taken together, constitute the AccuDraft
      Prototype Defined Contribution Retirement Plan and Trust. In addition,
      additional Employers may adopt this Plan as an Adopting Employer by completing
      the Adopting Employer Addendum. To the extent an Adopting Employer is not an
      Affiliated Employer, the Plan will become a multiple employer plan as set forth
      in Code §413, and the Plan will cease to be a Prototype Plan.

     

    The
      seven Adoption Agreements included with the Basic Plan permit a Sponsoring
      Employer to adopt provisions for one of the following types of plans on a
      standardized or non-standardized basis: profit sharing, money purchase pension,
      or 401(k) cash or deferred. The Adoption Agreements permit both integrated
      and
      non-integrated formulas, though these terms do not appear in the title of the
      Adoption Agreements. A defined contribution plan using an integrated formula
      for
      allocation of Employer contributions and/of forfeitures is "integrated." The
      term "integrated" means a plan which relies on disparities permitted by Code
      §401(a)(5) and §401(l) to satisfy the non-discrimination requirements of Code
§401(a)(4). The non-standardized Adoption Agreements includes provisions for
      cross-tested allocations.

     

    It
      is
      contemplated that this prototype retirement program may be used to continue
      previously established plans. In this successor plan use, execution of an
      Adoption Agreement constitutes an amendment to the original plan.

     

    ARTICLE
      I

     

    DEFINITIONS

     

    
      	
              1.1  

            	
              ACP
                Test. The term "ACP Test" means the Actual Contribution
                Percentage Test.

            


    

     

    
      	
              1.2  

            	
              ACP
                Safe  Harbor Matching Contribution. The term "ACP Safe
                Harbor Matching Contribution" means a Matching Contribution which
                falls
                within the requirements of the ACP Safe Harbor as set forth in Code
                §401(m). The eligibility requirements for Matching Contributions as
                elected in the Adoption Agreement will apply to ACP Safe Harbor Matching
                Contributions.

            


    

     

    
      	
              1.3  

            	
              ACP
                Safe Harbor Matching Contribution Account. The term "ACP
                Safe Harbor Matching Contribution Account" means the account to which
                a
                Participant's ACP Safe Harbor Matching Contributions are
                credited.

            


    

     

    
      	
              1.4  

            	
              Actual
                Contribution Percentage Test. The term "Actual Contribution
                Percentage Test" means the nondiscrimination test for Matching
                Contributions, Voluntary Employee Contributions and Mandatory Employee
                Contributions under Code §401(m). The Actual Contribution Percentage Test
                will be determined each Plan Year by the current year or prior year
                testing method as elected in the Adoption Agreement. If prior year
                testing
                is used, then for the first Plan Year in which the Plan permits (or
                requires) any Participant to make Voluntary Employee Contributions
                or
                Mandatory Employee Contributions, provides for Matching Contributions,
                or
                any combination thereof (unless this Plan is a successor Plan), the
                Average Contribution Percentage used for Participants who
                

            


    

     

     

    
      
        
        

      

      
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          1

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 

              	
                were
                  NHCEs in
                  the prior Plan Year will be the greater of (1) 3% or (2)their actual
                  Average Contribution Percentage for the first Plan Year. The Actual
                  Contribution Percentage Test will be deemed to be satisfied in
                  any Plan
                  Year in which the Employer has elected Safe Harbor 401(k) Plan
                  status in
                  the Adoption Agreement. A Safe Harbor 401(k) Plan is deemed to
                  have
                  elected the current year testing method regardless of the method
                  actually
                  elected in the Adoption
                  Agreement.

              


      

       

    

    
      	
              1.5  

            	
              Actual
                Deferral Percentage. The term "Actual Deferral Percentage" means,
                for a specified group of Participants for a Plan Year, the average
                of the
                ratios calculated separately for each Participant in such group of
                (1) the
                amount of Employer contributions actually paid on behalf of such
                Participant for the Plan Year to (2) the Compensation of such Participant
                for such Plan Year.

            


    

     

    
      	
              1.6  

            	
              Actual
                Deferral Percentage Test. The term "Actual Deferral Percentage
                Test" means the nondiscrimination test for Elective Deferrals in
                Code
                §401(k). The Actual Deferral Percentage Test will be determined each
                Plan
                Year by using the current year or prior year testing method as elected
                in
                the Adoption Agreement. If the prior year testing method is used,
                for the
                first Plan Year in which Elective Deferrals are permitted under the
                Plan
                (unless this is a successor Plan), the Actual Deferral Percentage
                for
                Participants who were NHCEs in the prior Plan Year will be deemed
                to be
                the greater of (1) 3% or (2) the Actual Deferral Percentage for the
                first
                Plan Year. The Actual Deferral Percentage Test will be deemed to
                be
                satisfied in any Plan Year in which the Employer has elected Safe
                Harbor
                401(k) Plan status in the Adoption Agreement. A Safe Harbor 40 1(k)
                Plan
                is deemed to have elected the current year testing method regardless
                of
                the method actually elected in the Adoption
                Agreement.

            


    

     

    
      	
              1.7  

            	
              Administrator.
                The term "Administrator" means the Sponsoring Employer unless the
                Sponsoring Employer appoints another Administrator in the Adoption
                Agreement pursuant to Section 8.1 of the Basic
                Plan.

            


    

     

    
      	
              1.8  

            	
              Adopting
                Employer. The term "Adopting Employer" means any entity which
                adopts this Plan with the consent of the Sponsoring Employer. An
                Employee's transfer to or from an Employer or Adopting Employer will
                not
                affect his or her Participant's Account balance, total Years of Service
                (or Periods of Service) and total Years of Service as a Participant
                (or
                Periods of Service as a Participant). Adopting Employers are subject
                to
                the following:

            


    

     

    
      	
              (a)  

            	
              Multiple
                Employer Plan Provisions Under Code
                §413(c). Notwithstanding any
                other provision in this Plan to the contrary, unless this Plan is
                a
                collectively bargained plan under Regulation §1.413-1(a), the following
                provisions apply to any Adopting Employer that is not an Affiliated
                Employer of the Sponsor:

            


    

     

    
      	
              (1)  

            	
              Instances
                of Separate Employer Testing. Employees of
                any such Adopting Employer will be treated separately for testing
                under
                Code §401(a)(4), §401(k), §401(m) and, if the Sponsoring Employer and the
                Adopting Employer do not share Employees, Code §416. Furthermore, the
                terms of Code §410(b) will be applied separately on an
                employer-by-employer basis by the Sponsoring Employer(and the Adopting
                Employers which are part of the Affiliated Group which includes the
                Sponsor) and each Adopting Employer that is not an Affiliated Employer
                of
                the Sponsor, taking into account the generally applicable rules described
                in Code §401(a)(5), §414(b) and
§414(c).

            


    

     

    
      	
              (2)  

            	
              Instances
                of Single Employer Testing. Employees of the Adopting Employer
                will be treated as part of a single Employer plan for purposes of
                eligibility to participate under Article 2 and under the provisions
                of
                Code §410(a). Furthermore, the terms of Code §411 relating to Vesting will
                be applied as if all Employees of all such Adopting Employers and
                the
                Sponsoring Employer were employed by a single Employer, except that
                the
                rules regarding Breaks in Service will be applied under
                such

            


    

     

    
      
        
        

      

      
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          2

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 

              	
                regulations
                  as may be prescribed by the Secretary of
                  Labor.

              


      

       

    

    
      	
              (3)  

            	
              Common
                Trust. Contributions made by any such Adopting Employer will
                be
                held in a common Trust Fund with contributions made by the Sponsor,
                and
                all such contributions will be available to pay the benefits of any
                Participant (or Beneficiary thereof) who is an Employee of the Sponsoring
                Employer or any such Adopting
                Employer.

            


    

     

    
      	
              (4)  

            	
              Common
                Disqualification Provision. The failure of either the Sponsoring
                Employer or any such Adopting Employer to satisfy the qualification
                requirements under the provisions of Code §401(a), as modified by the
                provisions of Code §413(c), will result in the disqualification of the
                Plan for all such Employers maintaining the
                Plan.

            


    

     

    
      	
              (5)  

            	
              Plan
                Becomes Individually Designed. If the combination of the
                Sponsoring Employer and/or any Adopting Employer creates a multiple
                employer plan as that term is defined in Code §413(c), this Plan will be
                deemed to be an individually designed
                plan.

            


    

     

    
      	
              (b)  

            	
              Plan
                Contributions. Unless otherwise agreed to by the parties, or
                unless otherwise required by law, no Employer will have any obligation
                to
                make contributions to this Plan for or on behalf of the Employees
                of any
                other Employer. If an Employee is employed by more than one Employer,
                any
                contributions made on his or her behalf will be prorated between
                those
                Employers on the basis of Compensation received from each Employer.
                If any
                Employer is unable to make a contribution to the Plan for any Plan
                Year,
                any Employer which is an Affiliated Employer of such Employer may
                make an
                additional contribution to the Plan on behalf of any Employee of
                the
                non-contributing Employer. If one or more Adopting Employers are
                not
                Affiliated Employers of the Sponsoring Employer, (1) if the Plan
                was
                established after December 31, 1988, for each Adopting Employer which
                is
                not an Affiliated Employer with the Sponsoring Employer the method
                for
                determining Employer contributions will provide for an amount of
                required
                Employer contributions under Code §412 which is at least equal to that
                which would have been required if the Adopting Employer would have
                maintained a separate plan; and (2) if the Plan was established on
                or
                before December 31, 1988, the amount of required Employer contributions
                under Code §412 will be determined as if all Participants were employed by
                a single Employer.

            


    

     

    
      	
              (c)  

            	
              Termination
                of Adoption.
An
                Adopting Employer may terminate participation in the Plan by delivering
                written notice to the Sponsoring Employer, the Administrator and
                the
                Trustee; but in accordance with Article 9, only the Sponsoring Employer
                can terminate the Plan. If a request for and approval of a transfer
                of
                assets from this Plan to any successor qualified retirement plan
                maintained by the Adopting Employer or its successor is not made
                in
                accordance with Section 9.3, Participants who are no longer Employees
                because an Adopting Employer terminates its Plan participation will
                only
                be entitled to the commencement of their benefits (1) in the case
                of
                Participants who are no longer Employees of an Adopting Employer
                that is
                an Affiliated Employer of the Sponsoring Employer, in accordance
                with
                Article 5 after their death, retirement, Disability or Termination
                of
                Employment from the Adopting Employer or former Adopting Employer;
                and (2)
                in the case of Participants who are no longer Employees of an Adopting
                Employer that is not an Affiliated Employer of the Sponsoring Employer,
                within a reasonable time thereafter as if the Plan had been terminated
                under Section 9.2.

            


    

     

    
      	
              (d)  

            	
              Plan
                Amendments. Any amendment to this Plan that is adopted by the
                Sponsoring Employer, at any time, will be deemed to be accepted by
                any
                Adopting Employer.

            


    

     

    
      	
              1.9  

            	
              ADP
                Safe Harbor Matching Contribution. The term "ADP Safe Harbor
                Matching Contribution" means a Matching Contribution in which a
                Participant will have a 100% Vested Interest at all
                times.

            


    

     

    
      
        
        

      

      
        PAGE
          3

        
          

        

      

      
        
        

      

    

     

    ADP
      Safe Harbor Matching Contributions can be either (1) "Basic" or (2) "Enhanced"
      as elected in the Adoption Agreement. ADP Safe Harbor Matching Contributions
      can
      only be withdrawn upon the earlier of the date (1) a Participant incurs a
      Termination of Employment; (2) a Participant dies; (3) a Participant suffers
      a
      Disability; (4) an event described in Code §401(k)(10) occurs; or (5) a
      Participant reaches Age 591⁄2 if on or after such date a pre-retirement in-service
      withdrawal of ADP Safe Harbor Matching Contributions is elected in the Adoption
      Agreement.

     

    
      	
              1.10  

            	
              ADP
                Safe Harbor Matching Contribution Account. The term "ADP Safe
                Harbor Matching Contribution Account" means the account to which
                a
                Participant's ADP Safe Harbor Matching Contributions are
                credited.

            


    

     

    
      	
              1.11  

            	
              ADP
                Safe Harbor Non-Elective Contribution. The term "ADP Safe Harbor
                Non-Elective Contribution" means a Non-Elective Contribution in which
                a
                Participant will have a 100% Vested Interest at all times. ADP Safe
                Harbor
                Non-Elective Contributions can only be withdrawn upon the earlier
                of the
                date (1) a Participant incurs a Termination of Employment; (2) a
                Participant dies; (3) a Participant suffers a Disability; (4) an
                event
                described in Code §401(k)(10) occurs; or (5) a Participant reaches Age 591⁄2
                if on or after such date a pre-retirement in-service withdrawal of
                ADP
                Safe Harbor Non-Elective Contributions is elected in the Adoption
                Agreement.

            


    

     

    
      	
              1.12  

            	
              ADP
                Safe Harbor Non-Elective Contribution Account. The term "ADP Safe
                Harbor Non-Elective Contribution Account" means the account to which
                a
                Participant's ADP Safe Harbor Non-Elective Contributions are
                credited.

            


    

     

    
      	
              1.13  

            	
              ADP
                Test.
                The term "ADP Test" means the Actual Deferral Percentage
                Test.

            


    

     

    
      	
              1.14  

            	
              Affiliated
                Employer. The term "Affiliated Employer" means any of the
                following: (1) a controlled group of corporations as defined in Code
                §414(b); (2) a trade or business (whether or not incorporated) under
                common control as described in Code §414(c); (3) any organization (whether
                or not incorporated) which is a member of an affiliated service group
                as
                described in Code §414(m); and (4) any other entity required to be
                aggregated as described in Code
§414(o).

            


    

     

    
      	
              1.15  

            	
              Age.
                The term "Age" means actual attained age unless otherwise
                specified.

            


    

     

    
      	
              1.16  

            	
              Allocation
                Period. The term "Allocation Period" means a period of 12
                consecutive months or less for which (1) an Employer contribution
                is made
                and allocated under the terms of the Plan; (2) Forfeitures are allocated
                under the terms of the Plan; or (3) earnings and losses are allocated
                under the terms of the Plan.

            


    

     

    
      	
              1.17  

            	
              Anniversary
                Date. The term "Anniversary Date" means the last day of the
                Plan
                Year unless another Anniversary Date is elected in the Adoption
                Agreement.

            


    

     

    
      	
              1.18  

            	
              Annuity
                Starting Date. The term "Annuity Starting Date" means the first
                day of the first period for which a benefit is paid as an annuity,
                in the
                case of a benefit not payable as an annuity, the first day all events
                have
                occurred which entitle the Participant to the benefit. The first
                day of
                the first period for which a benefit is to be paid by reason of Disability
                will be treated as the Annuity Starting Date only if it is not an
                auxiliary benefit.

            


    

     

    
      	
              1.19  

            	
              Average
                Contribution Percentage.
                The term "Average Contribution Percentage" means the average of the
                Contribution Percentages of the "eligible" Participants in a group.
                An
                "eligible" Participant is any Employee who is eligible to (1) make
                an
                Voluntary Employee Contribution, or (2) a Mandatory Employee Contribution,
                (3) an Elective Deferral (if the Employer takes such contributions
                into
                account in the calculation of the Contribution Percentage), or (4)
                to
                receive a Matching Contribution (including Forfeitures) or (5) a
                QMAC. If
                an Employee Contribution is required as a condition of participation
                in
                the Plan, any Employee who would be a Participant if he or she made
                such a
                contribution will be treated as an "eligible" Participant on behalf
                of
                whom no Employee Contributions are
                made.

            


    

     

    
      
        
        

      

      
        PAGE
          4

        
          

        

      

      
        
        

      

    

     

    
      	
              1.20  

            	
              Basic
                Plan. The term "Basic Plan" means this document and any amendment
                thereto including amendments made via page changes and/or Employer
                resolutions.

            


    

     

    
      	
              1.21  

            	
              Benefiting
                Participant. The term "Benefiting Participant" means a
                Participant who is eligible to receive an allocation of any type
                of
                Employer contributions or related Forfeitures as of the last day
                of an
                Allocation Period in accordance with the allocation conditions set
                forth
                in the Adoption Agreement. Whether a Participant is a Benefiting
                Participant for any Allocation Period is determined separately for
                each
                type of contribution. Notwithstanding the foregoing, a Participant
                on
                whose behalf Prevailing Wage Contributions are made during the Plan
                Year
                will be a Benefiting Participant for that Plan Year with respect
                to those
                contributions regardless of the number of Hours of Service the Participant
                completes in that Plan Year.

            


    

     

    
      	
              1.22  

            	
              Beneficiary.
                The term "Beneficiary" means the recipient designated by a Participant
                to
                receive the benefit payable upon the Participant's death, or the
                recipient
                designated by a Beneficiary to receive any benefit which may be payable
                in
                the event of the Beneficiary's death prior to receiving the entire
                death
                benefit to which the Beneficiary is entitled. All such Beneficiary
                designations will be made in accordance with the following
                provisions:

            


    

     

    
      	
              (a)  

            	
              Beneficiary
                Designations By a Participant. Subject to the provisions of
                Section 5.8 regarding the rights of a Participant's Spouse, each
                Participant may designate a Beneficiary and may change or revoke
                that
                designation by filing notice with the Administrator. If a Participant
                designates his or her Spouse as the Beneficiary, and the Participant
                and
                his or her Spouse are legally divorced subsequent to the date of
                such
                designation, then the designation of such Spouse as a Beneficiary
                hereunder will be deemed null and void unless the Participant, subsequent
                to the legal divorce, reaffirms the designation. In the absence of
                any
                other designation, the Participant will be deemed to have designated
                the
                following Beneficiaries in the following order, provided however,
                that
                with respect to clauses (1) and (2), such Beneficiaries are then
                living:
                (1) the Participant’s Spouse, (2) the Participant’s issue per stirpes; and
                (3) the Participant’s estate.

            


    

     

    
      	
              (b)  

            	
              Beneficiary
                Designations By a Beneficiary. In the absence of a
                Beneficiary designation or other directive from a deceased Participant
                to
                the contrary, any Beneficiary may name his or her own Beneficiary
                in
                accordance with Section 5.2(d) to receive any benefits payable in
                the
                event of the Beneficiary's death prior to the receipt of all the
                Participant's death benefits to which the Beneficiary was
                entitled.

            


    

     

    
      	
              (c)  

            	
              Beneficiaries
                Considered Contingent Until the Death of the
                Participant. Notwithstanding any provision in this Section
                to the contrary, any Beneficiary named hereunder will be considered
                a
                contingent Beneficiary until the death of the Participant (or Beneficiary,
                as the case may be), and until such time will have no rights granted
                to
                Beneficiaries under the Plan.

            


    

     

    
      	
              1.23  

            	
              Break
                in Service. If Hours of Service are counted as elected in the
                Adoption Agreement, the term "Break in Service" means a 12-month
                computation period (as elected in the Adoption Agreement) during
                which an
                Employee does not complete more than 500 (or any lesser number, if
                elected
                in the Adoption Agreement) Hours of Service. If an applicable computation
                period is less than 12 months, if such Hours of Service requirement
                is
                larger than one, the Hours of Service requirement will be proportionately
                reduced. If Hours of Service are not elected in the Adoption Agreement,
                the term "Break in Service" means a 1-Year Period of
                Severance.

            


    

     

    
      	
              1.24  

            	
              Catch-Up
                Contribution. The term "Catch-Up Contribution" means Elective
                Deferrals made to the Plan that are in excess of an otherwise applicable
                Plan limit and that are made by Participants who are age 50 or over
                by the
                end of their taxable year which ends with or within the Plan Year.
                An
                otherwise applicable Plan limit is a limit in the Plan that applies
                to
                Elective Deferrals without regard to Catch-Up Contributions, such
                as (1)
                the limit on Annual Additions; (2) the dollar limit on Elective Deferrals
                under Code §402(g) (not counting Catch-Up Contributions); (3) the limit
                imposed by the 

            


    

     

    
      
        
        

      

      
        PAGE
          5

        
          

        

      

      
        
        

      

    

     

    ADP
      Test under § 401(k)(3); or (4) a Plan imposed limit set forth in a resolution
      properly executed by the Employer which is considered to be an amendment to
      the
      Plan. Catch-Up Contributions for a Participant for a taxable year may not exceed
      (1) the dollar limit on Catch-Up Contributions under Code §414(v)(2)(B)(I) for
      the taxable year, or (2) when added to other Elective Deferrals, 100% of the
      Participant’s Compensation for the taxable year. The dollar limit on Catch-Up
      Contributions under Code §414(v)(2)(B)(I) is $1,000 for taxable years beginning
      in 2002, increasing by $1,000 for each year thereafter up to $5,000 for taxable
      years beginning in 2006 and later years. After 2006, the $5,000 limit will
      be
      adjusted by the Secretary of the Treasury for cost-of-living increases under
      Code §414(v)(2)(C). Any such adjustments will be in multiples of $500. Different
      limits apply to Catch-Up Contributions under SIMPLE 401(k) plans. Catch-Up
      Contributions are not subject to the limits on Annual Additions, are not counted
      in the ADP Test, and are not counted in determining the minimum allocation
      under
      Code §416. However, Catch-Up Contributions made in prior years are counted in
      determining whether the Plan is Top-Heavy. Provisions in the Plan relating
      to
      Catch-Up Contributions apply to Elective Deferrals made to the Plan after
      2001.

     

    
      	
              1.25  

            	
              Code.
                The term "Code" means the Internal Revenue Code of 1986, as amended,
                and
                the regulations and rulings promulgated thereunder by the Internal
                Revenue
                Service. All citations to sections of the Code and regulations are
                to such
                sections as they may from time to time be amended or
                renumbered.

            


    

     

    
      	
              1.26  

            	
              Code
                §3401 Compensation.
                The term "Code §3401 Compensation" means wages within the meaning of Code
                §3401(a) that are subject to income tax withholding at the source.
                Code
                §3401 Compensation is determined without regard to any rules that
                limit
                the remuneration included in wages based on the nature or location
                of the
                employment or the services performed (such as the exception for
                agricultural labor in Code
§3401(a)(2)).

            


    

     

    
      	
              1.27  

            	
              Code
                §415 Safe Harbor Compensation.
                The term "Code §415 Safe Harbor Compensation" means an Employee's
                compensation as determined under Regulation §1.415-2(d)(10), to wit:
                Earned Income, wages, salaries, fees for professional services and
                other
                amounts received (without regard to whether or not an amount is paid
                in
                cash) for personal services actually rendered in the course of employment
                with the Employer maintaining the Plan, including, but not limited
                to,
                commissions paid salespersons, compensation for services based on
                a
                percentage of profits, commissions on insurance premiums, tips, bonuses,
                fringe benefits, and reimbursements, or other expense allowances
                under a
                non-accountable plan as described in regulation §1.62-2(c). For Limitation
                Years beginning after December 31, 1991, Code §415 Safe Harbor
                Compensation will only include amounts paid or made available.
                Notwithstanding the preceding sentence, Code §415 Safe Harbor Compensation
                for a Participant in a defined contribution plan who is permanently
                and
                totally disabled (as defined in Code §22(e)(3)) is the Code §415 Harbor
                Compensation such Participant would have received for the Limitation
                Year
                if the Participant had been paid at the rate of Code §415 Safe Harbor
                Compensation paid immediately before becoming permanently and totally
                disabled; for Limitation Years beginning before January 1, 1997,
                such
                imputed Code §415 Safe Harbor Compensation for the disabled Participant
                may be counted only if the Participant is not a HCE and contributions
                made
                on behalf of such Participant are nonforfeitable when made. A
                Participant's Code §415 Safe Harbor Compensation will also be determined
                in accordance with the following
                provisions:

            


    

     

    
      	
              (a)  

            	
              Exclusion
                of Certain Amounts. Code §415 Safe Harbor Compensation does
                not include (1) Employer contributions to a plan of deferred compensation
                which are not includible in gross income for the taxable year in
                which
                contributed, or Employer contributions to a simplified employee pension
                plan to the extent such contributions are deductible by the Employee,
                or
                any distributions from a plan of deferred compensation; (2) amounts
                realized from a non-qualified stock option, or when restricted stock
                or
                property held by the Employee either becomes freely transferable
                or is no
                longer subject to a substantial risk of forfeiture; (3) amounts realized
                from the sale, exchange or other disposition of stock acquired under
                a
                qualified stock option; and (4) other amounts which receive special
                tax
                benefits, or contributions made by an Employer (whether or not under
                a
                salary deferral

            


    

     

    
      
        
        

      

      
        PAGE
          6

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 

              	
                agreement)
                  towards the purchase of an annuity described in Code §403(b) (whether or
                  not the amounts are excludible from an Employee’s gross
                  income).

              


      

       

    

    
      	
              (b)  

            	
              Treatment
                of Elective Deferrals and Certain Other Amounts. For
                Limitation Years beginning on or after January 1, 1998, Code §415 Safe
                Harbor Compensation will also include any elective deferrals as defined
                in
                Code §402(g)(3), and amounts contributed or deferred at the election of
                the Employee which were not includible in gross income by reason
                of Code §
                125 (and if elected in the Adoption Agreement, Deemed Code § 125
                Compensation), or Code §457. Code §415 Safe Harbor Compensation will also
                include elective amounts that are not includible in the gross income
                of
                the Employee by reason of Code § 132(f)(4) for Limitation Years beginning
                on or after January 1, 2001 (or if elected by the Administrator on
                a
                non-discriminatory basis, any earlier Limitation Year beginning on
                or
                after January 1, 1998).

            


    

     

    
      	
              (c)  

            	
              Treatment
                of Severance Pay. Effective January 1, 2005, Compensation
                does not include amounts paid after termination of employment unless
                the
                payment is made within 21⁄2 months after Severance of Employment and the
                Compensation falls into either of two categories: (1) payments the
                Employee would have received had he or she continue employment which
                are
                regular compensation, bonuses, commissions, overtime, etc.; or (2)
                payments for unused sick leave, vacation time, etc. which the employee
                could have used if employment continued. However, any other post-severance
                payments are not Compensation, even if the employee receives them
                within
                21⁄2 months after termination. Severance pay, nonqualified deferred
                compensation and parachute payments received after employment termination
                are never considered Compensation for Plan purposes. However, if
                an
                Employer continues to pay an Employee after the Employee enters active
                United States military duty, that pay is considered Compensation,
                provided
                it doesn't exceed the pay the Employee would have received if he
                or she
                had remained with the Employer.

            


    

     

    
      	
              1.28  

            	
              Code
                §415 Statutory Compensation. The term "Code §415 Statutory
                Compensation" means an Employee's compensation as determined under
                Regulation §1.415-2(d)(2) and (3), to wit: (a) wages, salaries, fees for
                professional services and other amounts received (without regard
                to
                whether or not an amount is paid in cash) for personal services actually
                rendered in the course of employment with the Employer maintaining
                the
                Plan, including, but not limited to, commissions paid salespersons,
                compensation for services based on a percentage of profits, commissions
                on
                insurance premiums, tips, bonuses, fringe benefits, and reimbursements,
                or
                other expense allowances under a non-accountable plan as described
                in
                regulation § 1.62-2(c); (b) in the case of an Owner-Employee, Earned
                Income; (c) amounts described in Code §104(a)(3), § 105(a) and 105(h), but
                only to the extent these amounts are includible in the gross income
                of the
                Employee; (d) amounts paid or reimbursed by the Employer for moving
                expenses incurred by the Employee, but only to the extent that at
                the time
                of the payment it is reasonable to believe that these amounts are
                not
                deductible by the Employee under Code §217; (e) the value of a
                non-qualified stock option granted to an Employee by the Employer,
                but
                only to the extent that the value of the option is includible in
                the gross
                income of the Employee for the taxable year in which granted; and
                (f) the
                amount includible in the gross income of an Employee upon making
                the
                election described in Code § 83(b). Clauses (a) and (b) above include
                foreign earned income (as defined in Code §911(b)), whether or not
                excludible from gross income under Code §911. Compensation determined
                under clause (a) above is to be determined without regard to the
                exclusions from gross in Code §931 and §933. Similar principles are to be
                applied with respect to income subject to Code §931 and §933 in
                determining compensation described in clause (b) above. For Limitation
                Years beginning after December 31, 1991, Code §415 Statutory Compensation
                will include amounts paid or made available. Notwithstanding the
                preceding
                sentence, Code §415 Statutory Compensation for a Participant in a defined
                contribution plan who is permanently and totally disabled (as defined
                in
                Code §22(e)(3)) is the Code §415 Statutory Compensation such Participant
                would have received for the Limitation Year if the Participant had
                been
                paid at the rate of Code §415 Statutory Compensation paid immediately
                before becoming permanently and totally disabled; for Limitation
                

            


    

     

    
      
        
        

      

      
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          7

        
          

        

      

      
        
        

      

    

     

    Years
      beginning before January 1, 1997, such imputed Code §415 Statutory Compensation
      for the disabled Participant may be counted only if the Participant is not
      a HCE
      and contributions made on behalf of such Participant are nonforfeitable when
      made. A Participant's Code §415 Statutory Compensation will also be determined
      in accordance with the following provisions:

     

    
      	
              (a)  

            	
              Exclusion
                of Certain Amounts. Code §415 Statutory Compensation does
                not include (1) Employer contributions to a plan of deferred compensation
                which are not includible in gross income for the taxable year in
                which
                contributed, or Employer contributions to a simplified employee pension
                plan to the extent such contributions are deductible by the Employee,
                or
                any distributions from a plan of deferred compensation; (2) amounts
                realized from a non-qualified stock option, or when restricted stock
                or
                property held by the Employee either becomes freely transferable
                or is no
                longer subject to a substantial risk of forfeiture; (3) amounts realized
                from the sale, exchange or other disposition of stock acquired under
                a
                qualified stock option; and (4) other amounts which receive special
                tax
                benefits, or contributions made by an Employer (whether or not under
                a
                salary deferral agreement) towards the purchase of an annuity described
                in
                Code §403(b) (whether or not the amounts are excludible from an
                Employee’s gross income).

            


    

     

    
      	
              (b)  

            	
              Treatment
                of Elective Deferrals and Certain Other Amounts. For
                Limitation Years beginning on or after January 1, 1998, Code §415
                Statutory Compensation will also include any elective deferrals as
                defined
                in Code §402(g)(3), and amounts contributed or deferred at the election of
                the Employee which were not includible in gross income by reason
                of Code §
                125 (and if elected in the Adoption Agreement, Deemed Code §125
                Compensation), or Code §457. Code §415 Statutory Compensation will also
                include elective amounts that are not includible in the gross income
                of
                the Employee by reason of Code § 132(f)(4) for Limitation Years beginning
                on or after January 1, 2001 (or if elected by the Administrator on
                a
                non-discriminatory basis, any earlier Limitation Year beginning on
                or
                after January 1, 1998).

            


    

     

    
      	
              (c)  

            	
              Treatment
                of Severance Pay. Effective January 1, 2005, Compensation
                does not include amounts paid after termination of employment unless
                the
                payment is made within 21⁄2 months after Severance of Employment and the
                Compensation falls into either of two categories: (1) payments the
                Employee would have received had he or she continue employment which
                are
                regular compensation, bonuses, commissions, overtime, etc.; or (2)
                payments for unused sick leave, vacation time, etc. which the employee
                could have used if employment continued. However, any other post-severance
                payments are not Compensation, even if the employee receives them
                within
                21⁄2 months after termination. Severance pay, nonqualified deferred
                compensation and parachute payments received after employment termination
                are never considered Compensation for Plan purposes. However, if
                an
                Employer continues to pay an Employee after the Employee enters active
                United States military duty, that pay is considered Compensation,
                provided
                it doesn't exceed the pay the Employee would have received if he
                or she
                had remained with the Employer.

            


    

     

    
      	
              1.29  

            	
              1.29
                Compensation. The term "Compensation" means, for each type of
                contribution, an Employee's Form W-2 Compensation, Code §3401
                Compensation, Code §415 Safe Harbor Compensation or Code §415 Statutory
                Compensation, as elected by the Sponsoring Employer in the Adoption
                Agreement, for the determination period as elected in the Adoption
                Agreement, subject to the following
                provisions:

            


    

     

    
      	
              (a)  

            	
              Compensation
                Determination Period. For purposes hereof, the term
                Compensation Determination Period means, for each definition of
                Compensation as it relates to a particular type of contribution permitted
                under the Plan, either the Plan Year, the Fiscal Year ending with
                or
                within the Plan Year, or the calendar year ending with or within
                the Plan
                Year, as elected in the Adoption
                Agreement.

            


    

     

    
      
        
        

      

      
        PAGE
          8

        
          

        

      

      
        
        

      

    

     

    
      	
              (b)  

            	
              Treatment
                of Elective Deferrals and Certain Other Amounts. If either
                Code §3401 or Form W-2 compensation is elected in the Adoption Agreement,
                Employer contribution amounts made pursuant to a salary deferral
                agreement
                which were not currently includible in an Employee’s gross income by
                reason of Code § 125, Code §402(e)(3), Code §402(h)(1)(B), and Code
                §403(b) will be included or excluded as elected in the Adoption Agreement.
                Compensation will also include elective amounts that are not includible
                in
                the gross income of the Employee by reason of Code §132(f)(4) for
                Limitation Years beginning on or after January 1, 2001 (or if elected
                by
                the Administrator on a non-discriminatory basis, any earlier Limitation
                Year beginning on or after January 1,
                1998).

            


    

     

    
      	
              (c)  

            	
              Exclusion
                of Certain Amounts Received By an
                Employee. In determining Compensation for purposes other
                than the Top Heavy Minimum Allocation under Section 3.5 or the Code
§415
                limitations under Article 6, except with respect to any excluded
                amounts
                in (b) above, Compensation will not include any amounts elected to
                be
                excluded in the Adoption Agreement.

            


    

     

    
      	
              (d)  

            	
              Compensation
                for Top Heavy Purposes. In determining the Top Heavy Minimum
                Allocation under Section 3.5, Compensation means either Form W-2
                Compensation, Code §415 Safe Harbor Compensation or Code §415 Statutory
                Compensation as elected for such purposes by the Sponsoring Employer
                in
                the Adoption Agreement during an entire Compensation Determination
                Period
                excluding amounts received while a member of an ineligible class
                of
                Employees as described in Section
                2.1(c).

            


    

     

    
      	
              (e)  

            	
              Compensation
                for ADP/ACP Testing
                Purposes. In determining the Compensation
                used for purposes of applying the ADP Test and/or the ACP Test, the
                Administrator is not bound by any elections made under the Adoption
                Agreement with respect to Compensation. The Administrator may determine
                on
                an annual basis (and within its discretion) the components of Compensation
                for purposes of applying the ADP Test and/or the ACP Test. Such
                Compensation must qualify as a nondiscriminatory definition of
                compensation under Code §414(s) and the regulations thereunder and
                must be applied consistently to all Participants. Such Compensation
                may be
                determined over the Plan Year for which the applicable test is being
                performed or the calendar year ending within such Plan Year. In
                determining such Compensation, the Administrator may take into
                consideration only the Compensation received while the Employee is
                a
                Participant under the component of the Plan being tested and only
                for the
                portion of the Plan Year during which the Plan contained a cash or
                deferred arrangement.

            


    

     

    
      	
              (f)  

            	
              Compensation
                of Owner-Employees and Self-Employed
                Individuals. For purposes of this Plan, the Compensation of
                an Owner-Employee or a Self-Employed Individual will be equal to
                his or
                her Earned Income up to the limitation described in the next
                paragraph.

            


    

     

    
      	
              (g)  

            	
              Code
                §401(a)(17) Limit. In
                determining Compensation for all purposes other than for Elective
                Deferral
                purposes under Code §402(g), a Participant's Compensation for any
                Compensation Determination Period will not exceed the limitation
                set forth
                in Code §401(a)(17) as in effect for that Compensation Determination
                Period. If a Compensation Determination Period is less than 12 consecutive
                months, the Code §401(a)(17) limitation will be multiplied by a fraction,
                the numerator of which is the number of months in the determination
                period, and the denominator of which is 12. If Compensation for any
                prior
                Compensation Determination Period is used in determining a Participant’s
                Plan benefits for the current Plan Year, the Compensation for such
                prior
                Compensation Determination Period is subject to the applicable Code
                §401(a)(17) limitation as in effect for that prior
                period.

            


    

     

    
      	
              (h)  

            	
              Prevailing
                Wage Compensation. With
                respect to Prevailing Wage Employees, the term "Compensation" means
                Form
                W-2 Compensation paid for services performed under a Prevailing Wage
                Law.

            


    

     

    
      
        
        

      

      
        PAGE
          9

        
          

        

      

      
        
        

      

    

     

    
      	
              1.30  

            	
              Contribution
                Percentage.
                The term "Contribution Percentage" means the ratio (expressed as
                a
                percentage) of the Participant's Contribution Percentage Amounts
                to the
                Participant's Compensation for the Plan
                Year.

            


    

     

    
      	
              1.31  

            	
              Contribution
                Percentage Amounts. The term "Contribution Percentage Amounts"
                means the sum of the Employee Contributions, Matching Contributions
                and
                QNECs (to the extent not used in the ADP Test) made under the Plan
                on
                behalf of the Participant for the Plan
                Year.

            


    

     

    
      	
              1.32  

            	
              Counting
                of Hours Method. The term "Counting of Hours Method" means a
                method for crediting service for eligibility and vesting, and for
                applying
                the allocation conditions under the Adoption Agreement. Under the
                Counting
                of Hours Method, an Employee is credited with the actual Hours of
                Service
                he or she completes with the Employer or the number of Hours of Service
                for which the Employee is paid (or entitled to
                payment).

            


    

     

    
      	
              1.33  

            	
              Deductible
                Employee Contribution. The term "Deductible Employee
                Contribution" means a contribution that was made by a Participant
                to this
                Plan or to a predecessor plan for any Plan Year beginning before
                January
                1, 1987 and which was deductible by the Participant at the time it
                was
                made.

            


    

     

    
      	
              1.34  

            	
              Deductible
                Employee Contribution Account. The term "Deductible Employee
                Contribution Account" means the account to which a Participant's
                Deductible Employee Contributions are
                allocated.

            


    

     

    
      	
              1.35  

            	
              Deemed
                IRA. The term "Deemed IRA" means an Individual Retirement Account
                contribution made to this Plan, as elected in the Adoption
                Agreement.

            


    

     

    
      	
              1.36  

            	
              Deemed
                IRA Account.
                The term "Deemed IRA Account" means the account to which a Participant's
                Individual Retirement Account contribution are
                allocated.

            


    

     

    
      	
              1.37  

            	
              Disability.
                The term "Disability" means a physical or mental condition arising
                after
                an Employee has become a Participant which, as elected in the Adoption
                Agreement, either (1) totally and permanently prevents the Participant
                from engaging in any occupation for remuneration or profit, as determined
                by a physician acceptable to the Administrator; (2) totally and
                permanently prevents the Participant from performing his or her specified
                duties for the Employer, as determined by a physician acceptable
                to the
                Administrator; (3) qualifies the Participant for disability benefits
                under
                the Social Security Act in effect on the date the Participant suffers
                the
                Disability; or (4) qualifies the Participant for benefits under an
                Employer-sponsored long-term disability plan which is administered
                by an
                independent third party. Notwithstanding the foregoing to the contrary,
                the term Disability for purposes of this Plan will not include any
                disability arising from any of the following exceptions if elected
                in the
                Adoption Agreement: (1) chronic or excessive use of intoxicants or
                other
                substances; (2) intentionally self-inflicted injury or sickness;
                or (3) an
                unlawful act or enterprise by the
                Participant.

            


    

     

    
      	
              1.38  

            	
              Early
                Retirement Age. The term "Early Retirement Age" means the Early
                Retirement Age, if any, as elected by the Sponsoring Employer in
                the
                Adoption Agreement.

            


    

     

    
      	
              1.39  

            	
              Early
                Retirement Date. The term "Early Retirement Date" means the Early
                Retirement Date, if any, as elected by the Sponsoring Employer in
                the
                Adoption Agreement.

            


    

     

    
      	
              1.40  

            	
              Earned
                Income. The term "Earned Income" means the net earnings from
                self-employment in the trade or business with respect to which the
                Plan is
                established, for which personal services of the individual are a
                material
                income-producing factor. Net earnings will be determined without
                regard to
                items not included in gross income and the deductions allocable thereto.
                Net earnings will be reduced by deductible contributions by the Employer
                to a qualified retirement plan. Net earnings will be determined with
                regard to the deduction allowed to the Employer by Code §164(f) for
                taxable 

            


    

     

    
      
        
        

      

      
        PAGE
          10

        
          

        

      

      
        
        

      

    

     

    years
      beginning after December 31, 1989.

     

    
      	
              1.41  

            	
              Elapsed
                Time Method. The term "Elapsed Time Method" means a method for
                crediting service for eligibility and vesting, and for applying the
                allocation conditions under the Adoption Agreement. See the definition
                of
                Period of Service for more information on applying the Elapsed Time
                Method
                of crediting service.

            


    

     

    
      	
              1.42  

            	
              Elective
                Deferral. The term "Elective Deferral" means Employer
                contributions made to the Plan at the election of the Participant
                in lieu
                of cash compensation, and will include contributions made pursuant
                to a
                salary deferral agreement or other deferral mechanism. In any taxable
                year, a Participant's Elective Deferral is the sum of all Employer
                contributions made on behalf of such Participant pursuant to an election
                to defer under (1) any qualified cash or deferred arrangement under
                Code
                §401(k); (2) any salary reduction simplified employee pension described
                in
                Code §408(k)(6); (3) any SIMPLE IRA Plan described in Code §408(p); (4)
                any plan under Code §501(c)(18); and (5) any Employer contributions made
                on the behalf of a Participant for the purchase of an annuity contract
                under Code §403(b) pursuant to a Salary Deferral Agreement. For years
                beginning after 2005, the term "Elective Deferral" includes Pre-Tax
                Elective Deferrals and Roth Elective Deferrals. Pre-Tax Elective
                Deferrals
                are Elective Deferrals that are not includible in gross income at
                the time
                deferred. Roth Elective Deferrals are Elective Deferrals that are
                includible in gross income at the time deferred. Elective Deferrals
                do not
                include any deferrals properly distributed as excess Annual
                Additions.

            


    

     

    
      	
              1.43  

            	
              Employee.
                The term "Employee" means (1) any person reported on the payroll
                records
                of the Employer as an employee who is deemed by the Employer to be
                a
                common law employee; (2) any person reported on the payroll records
                of an
                Affiliated Employer of an Employer as an employee who is deemed by
                the
                Affiliated Employer to be a common law employee (even if the Affiliated
                Employer is not an Adopting Employer), except for purposes of determining
                eligibility to participate if the Sponsoring Employer utilizes a
                Non-Standardized Adoption Agreement; (3) any Self-Employed Individual
                who
                derives Earned Income from the Employer; (4) any Owner-Employee;
                and (5)
                any person who is considered a Leased Employee but who (1) is not
                covered
                by a plan described in Code §414(n)(5), or (2) is covered by a plan
                described in Code §414(n)(5) but Leased Employees constitute more than 20%
                of the Employer's non-highly compensated workforce. The determination
                of
                Employee status will be made in accordance with the following
                provisions:

            


    

     

    
      	
              (a)  

            	
              Independent
                Contractors. The term Employee will not include any
                individual who is not reported on the payroll records of the Employer
                or
                an Affiliated Employer as a common law employee. If such person is
                later
                determined by the Sponsoring Employer or by a court or governmental
                agency
                to be an Employee or to have been an Employee, he or she will only
                be
                eligible for Plan participation prospectively and may participate
                in the
                Plan as of the next entry date set forth in Section 2.2 following
                such determination and after the satisfaction of all other eligibility
                requirements. However, the Sponsoring Employer may elect at any time
                to
                amend the Plan at any time to reclassify any individual described
                herein
                as a member of an eligible class of Employees retroactively applied
                for
                one or more prior Plan Years because the Plan failed to satisfy for
                such
                Plan Year one of the tests set forth in Code §410(b)(1)(A) or Code
                §§410(b)(1)(B) and (C), or for any other reason required to maintain
                the
                tax exempt status of the Plan.

            


    

     

    
      	
              (b)  

            	
              Undocumented
                Workers. If elected in the Adoption Agreement, the term
                Employee will not include any individual who does not possess the
                proper
                legal credentials necessary to legally work in the United States.
                If an
                individual enters the Plan and is later determined to lack the necessary
                credentials, he or she will no longer be deemed an Employee and his
                or her
                Participant’s Account, if any, will be deemed a
                Forfeiture.

            


    

     

    
      	
              1.44  

            	
              Employee
                Contribution. The term "Employee Contribution" means any
                contribution made to the Plan by or on behalf of a Participant that
                is
                included in his or her gross income in the year in which made (other
                than
                Roth Elective Deferrals) and that is maintained under a separate
                account
                to

            


    

     

    
      
        
        

      

      
        PAGE
          11

        
          

        

      

      
        
        

      

    

     

    which
      earnings and
      losses are allocated.

     

    
      	
              1.45  

            	
              Employer.
                The term "Employer" means the Sponsoring Employer and any Adopting
                Employer; or any direct predecessor business entity thereof which
                was or
                would have been considered a part of the same group of Affiliated
                Employers with an Employer or an Adopting Employer. If the Sponsoring
                Employer utilizes a Standardized Adoption Agreement, all Affiliated
                Employers of the Sponsoring Employer will be considered an Adopting
                Employer. Where applicable, such as for determining Hours of Service,
                Periods of Service, and Years of Service, the term Employer or Adopting
                Employer will also mean any business entity which was an Adopting
                Employer. As to any Employee, the Employer at the time of reference
                means
                the employer of such
                Employee.

            


    

     

    
      	
              1.46  

            	
              Excess
                Aggregate Contributions. The term "Excess Aggregate
                Contributions" means, with respect to any Plan Year, the excess of
                (1) the
                aggregate Contribution Percentage Amounts used in computing the numerator
                of the Contribution Percentage actually made on behalf of Participants
                who
                are HCEs for such Plan Year, over (2) the maximum Contribution Percentage
                Amounts permitted by the ACP Test (determined by hypothetically reducing
                contributions made on behalf of Participants who are HCEs in order
                of
                their Contribution Percentages beginning with the highest of such
                percentages). Such determination will be made after first determining
                Excess Elective Deferrals and then determining Excess
                Contributions.

            


    

     

    
      	
              1.47  

            	
              Excess
                Contributions. The term "Excess Contributions" means, with
                respect to any Plan Year, the excess of (1) the aggregate amount
                of
                Employer contributions used in computing the Actual Deferral Percentage
                of
                HCEs for such Plan Year, over (2) the maximum amount of such contributions
                permitted by the ADP Test (determined by hypothetically reducing
                contributions made on behalf of HCEs in the order of their Actual
                Deferral
                Percentages, beginning with the highest of such
                percentages).

            


    

     

    
      	
              1.48  

            	
              Excess
                Elective Deferrals. The term "Excess Elective Deferrals" means
                Elective Deferrals of a Participant that either (1) are made during
                the
                Participant's taxable year and exceed the dollar limitation under
                Code
                §402(g) (including, if applicable, the dollar limitation on Catch-up
                Contributions defined in Code §414(v)) for such year; or (2) are made
                during a calendar year and exceed the dollar limitation under Code
§402(g)
                (including, if applicable, the dollar limitation on Catch-Up Contributions
                defined in Code §414(v)) for the Participant's taxable year beginning in
                such calendar year, counting only Elective Deferrals made under this
                Plan
                and any other plan, contract or arrangement maintained by the
                Employer.

            


    

     

    
      	
              1.49  

            	
              Fiduciary.
                The term "Fiduciary" means any individual or entity which (1) exercises
                any discretionary authority or control over the management of the
                Plan or
                over the disposition of the assets of the Plan; (2) renders investment
                advice for a fee or other compensation (direct or indirect); or (3)
                has
                any discretionary authority or responsibility over Plan administration;
                or
                acts to carry out a fiduciary responsibility, when designated by
                a named
                Fiduciary pursuant to authority granted by the Plan; subject, however,
                to
                any exception granted directly or indirectly by the provisions of
                ERISA or
                any applicable regulations. For purposes of ERISA §402(a)(2), the
                Sponsoring Employer will be the "named" Fiduciary of the
                Plan.

            


    

     

    
      	
              1.50  

            	
              Fiscal
                Year.
                The term "Fiscal Year" means the Sponsoring Employer's 12 consecutive
                month accounting year beginning and ending on the date indicated
                in
                Adoption Agreement (unless there is a short Fiscal Year as elected
                in the
                Adoption Agreement). If the Fiscal Year is changed, a short Fiscal
                Year is
                established beginning the day after the last day of the Fiscal Year
                in
                effect before this change and ending on the last day of the new Fiscal
                Year.

            


    

     

    
      	
              1.51  

            	
              Forfeiture.
                The term "Forfeiture" means the amount by which a Participant's Account
                balance exceeds his or her Vested Interest upon the date elected
                in the
                Adoption Agreement. No Forfeitures will occur solely as a result
                of either
                the withdrawal of a Participant's own contributions to the Plan or
                a
                Participant's transfer to an Affiliated Employer or Adopting Employer.
                All
                Forfeitures will be placed in the Forfeiture Account pending allocation
                pursuant to Section 3.4. The term 

            


    

     

    
      
        
        

      

      
        PAGE
          12

        
          

        

      

      
        
        

      

    

     

    Forfeiture
      will also mean any amounts removed from a Participant’s Account for any reason
      (including but not limited to forfeiture as a result of an inadvertent violation
      of a Plan limit or the inclusion of an ineligible Employee) that cannot be
      returned to the Employer.

     

    
      	
              1.52  

            	
              Form
                W-2 Compensation. The term "Form W-2 Compensation" means wages
                within the meaning of Code §3401(a) and all other payments of compensation
                actually paid or made available in gross income to an Employee by
                the
                Employer in the course of the Employer's trade or business for which
                the
                Employer is required to furnish the Employee a Form W-2 under Code
                §6041(d), §6051(a)(3) and § 6052. Compensation must be determined without
                regard to any rules limiting remuneration included in wages based
                on the
                nature or location of the employment or services performed (such
                as the
                exception for agricultural labor in Code
                §3401(a)(2)).

            


    

     

    
      	
              1.53  

            	
              HCE.
                The term "HCE" means a Highly Compensated
                Employee.

            


    

     

    
      	
              1.54  

            	
              Highly
                Compensated Employee. The term "Highly Compensated Employee"
                means, for Plan Years beginning after December 31, 1996, (1) any
                Employee
                who during the Plan Year or during the look-back year was a 5% owner
                as
                defined in Code §416(i)(1), or (2) who for the look-back year had Form W-2
                Compensation, Code §3401 Compensation, Code §415 Safe Harbor Compensation
                or Code §415 Statutory Compensation (as elected by the Sponsoring Employer
                in the Adoption Agreement) in excess of $80,000 as adjusted in accordance
                with Code §415(d) (except that the base year will be the calendar quarter
                ending September 30, 1996). In determining who is a highly compensated
                former Employee, the rules for determining which Employees are HCEs
                for
                the Plan Year or look-back year for which the determination is being
                made
                (in accordance with Temporary Regulation §1.414(q)-1T, A-4 and Notice
                97-45) will be applied. In determining if an Employee is a Highly
                Compensated Employee for Plan Years beginning in 1997, the amendments
                to
                Code §414(q) are deemed to have been in effect for Plan Years beginning
                in
                1996. If the Employer maintains more than one qualified retirement
                plan,
                the terms of this Section will be applied in a consistent manner
                in all
                such plans. In determining if an Employee is a Highly Compensated
                Employee
                based on his or her Form W-2 Compensation, Code §3401 Compensation, Code
                §415 Safe Harbor Compensation or Code §415 Statutory Compensation (as
                elected by the Sponsoring Employer in the Adoption Agreement), (1)
                the
                look-back year will be the 12 month period immediately preceding
                the Plan
                Year for which the determination is being made unless the Sponsoring
                Employer elects in the Adoption Agreement for any Plan Year that
                the
                look-back year will be the calendar year beginning with or within
                the
                look-back year; and (2) the top paid group election set forth in
                Code
                §414(q)(3) will not be applied by this Plan unless otherwise elected
                for
                any Plan Year by the Sponsoring Employer in the Adoption
                Agreement.

            


    

     

    
      	
              1.55  

            	
              Hour
                of Service.
                The term "Hour of Service" means, with respect to any provision of
                the
                Plan in which service is determined by the elapsed time method, each
                hour
                for which an Employee is paid, or is entitled to payment, by the
                Employer
                or an Affiliated Employer for the performance of duties. With respect
                to
                any provision of the Plan in which service is determined by counting
                an
                Employee’s Hours of Service, the meaning of the term "Hour of Service"
                will be determined in accordance with the following
                provisions:

            


    

     

    
      	
              (a)  

            	
              Determination
                of Hours. The term Hour of Service means (1) each hour an
                Employee is paid, or entitled to payment, for the performance of
                duties
                for the Employer or an Affiliated Employer, which will be credited
                to the
                Employee for the computation period in which the duties are performed;
                (2)
                each hour for which an Employee is paid, or entitled to payment, by
                the Employer or an Affiliated Employer on account of a period of
                time
                during which no duties are performed (irrespective of whether the
                employment relationship has terminated) due to vacation, holiday,
                illness,
                incapacity (including disability), layoff, jury duty, military duty
                or
                leave of absence, except that no more than 501 hours will be credited
                under this clause (2) for any single continuous period (whether or
                not
                such period occurs in a single computation period); and (3) each
                hour for
                which back pay, irrespective of mitigation of damages, is either
                awarded
                or agreed to by the Employer or an Affiliated Employer, except that
                the
                same hours will not be credited both under clause (1) or clause (2)
                and
                under this 

            


    

     

    
      
        
        

      

      
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          13

        
          

        

      

      
        
        

      

    

     

    clause
      (3),
      and these hours will be credited 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. Hours of Service will be
      calculated and credited pursuant to DOL Regulation §2530.200b-2(b) and (c),
      which are incorporated herein by reference.

     

    
      	
              (b)  

            	
              Maternity/Paternity
                Leave. In determining if a Break in Service for
                participation and vesting has occurred in a computation period, an
                individual on Maternity or Paternity Leave will receive credit for
                up to
                501 hours which would otherwise have been credited but for such absence,
                or in any case in which such hours cannot be determined, 8 hours
                per day
                of such absence. Hours credited for Maternity or Paternity Leave
                will be
                credited in the computation period in which the absence begins if
                the
                crediting is necessary to prevent a Break in Service in that period,
                or in
                all other cases, in the following computation
                period.

            


    

     

    
      	
              (c)  

            	
              Use
                of Equivalencies. Notwithstanding paragraph (a), the
                Administrator may elect for all Employees or for one or more different
                classifications of Employees (provided such classifications are reasonable
                and are consistently applied) to apply one or more of the following
                equivalency methods in determining the Hours of Service of an
                Employee. Under such equivalency methods, an Employee will be credited
                with (1) 190 Hours of Service for each month he or she is paid or
                entitled
                to payment for at least one Hour of Service; or (2) 95 Hours of Service
                for each semi-monthly period in which he or she is paid or entitled
                to
                payment for at least one Hour of Service; (3) 45 Hours of Service
                for each
                week he or she is paid or entitled to payment for at least one Hour
                of
                Service; or (4) 10 Hours of Service for each day he or she is paid
                or
                entitled to payment for at least one Hour of
                Service.

            


    

     

    
      	
              1.56  

            	
              Key
                Employee. The term "Key Employee" means, for Plan Years beginning
                on or after January 1, 2002, any Employee, former Employee or deceased
                Employee who at any time during the Plan Year that includes the
                Determination Date was (1) an officer of the Employer having annual
                Form
                W-2 Compensation, Code §3401 Compensation, Code §415 Safe Harbor
                Compensation or Code §415 Statutory Compensation (as elected by the
                Sponsoring Employer in the Adoption Agreement) greater than $130,000
                (as
                adjusted under Code §416(i)(1) for Plan Years beginning after December 31,
                2002); (2) a 5% owner as defined in Code §416(i)(1)(B)(i); or (3) a 1%
                owner as defined in Code §416(i)(1)(B)(ii) whose annual Form W-2
                Compensation, Code §3401 Compensation, Code §415 Safe Harbor Compensation
                or Code §415 Statutory Compensation (as elected by the Sponsoring Employer
                in the Adoption Agreement) is more than $150,000. The determination
                of who
                is a Key Employee will be made in accordance with Code §416(i)(1) and the
                regulations and other guidance issued
                thereunder.

            


    

     

    
      	
              1.57  

            	
              Leased
                Employee. The term "Leased Employee" means, for Plan Years
                beginning on or after January 1, 1997, any person within the meaning
                of
                Code §414(n)(2) and §414(o) who is not reported on the payroll records of
                the Employer as a common law employee and who provides services to
                the
                Employer if (1) the services are provided under an agreement between
                the
                Employer and a leasing organization; (2) the person has performed
                services
                for the Employer or for the Employer and related persons as determined
                under Code §414(n)(6) on a substantially full time basis for a period of
                at least one year; and (3) the services are performed under the primary
                direction and control of the Employer. Contributions or benefits
                provided
                to a Leased Employee by the leasing organization which are attributable
                to
                services performed for the Employer will be treated as provided by
                the
                Employer. A Leased Employee will not be considered an Employee of
                the
                recipient if he or she is covered by a money purchase plan providing
                (1) a
                non-integrated Employer contribution rate of at least 10% of Code
§415
                Compensation, including amounts contributed by the Employer pursuant
                to a
                salary deferral agreement which are excludible from the Leased Employee's
                gross income under a cafeteria plan covered by Code § 125, a cash or
                deferred plan under Code §401(k), a SEP under Code §408(k) or a
                tax-deferred annuity under Code §403(b), and also including, for Plan
                Years beginning on or after January 1, 2001, any elective amounts
                that are
                not includible in the gross income of the Leased Employee because
                of Code
                §132(f)(4); (2) immediate participation; and (3) full and immediate
                vesting. This exclusion is only available if Leased Employees do
                not
                constitute more than 20% of the recipient's non-highly
                

            


    

     

    
      
        
        

      

      
        PAGE
          14

        
          

        

      

      
        
        

      

    

     

    compensated
      work
      force.

     

    
      	
              1.58  

            	
              Limitation
                Year. The term "Limitation Year" means the period elected in
                the
                Adoption Agreement.

            


    

     

    
      	
              1.59  

            	
              Mandatory
                Employee Contribution. The term "Mandatory Employee Contribution"
                means the specified percentage of his or her Compensation which a
                Participant must contribute to the Plan in order to receive an allocation
                of Employer contributions and Forfeitures for the Allocation
                Period.

            


    

     

    
      	
              1.60  

            	
              Mandatory
                Employee Contribution Account. The term "Mandatory Employee
                Contribution Account" means the account to which a Participant's
                Mandatory
                Employee Contribution" are
                allocated.

            


    

     

    
      	
              1.61  

            	
              Matching
                Contribution.
                The term "Matching Contribution" means either an ADP Safe Harbor
                Matching
                Contribution, an ACP Safe Harbor Matching Contribution, or a Non-Safe
                Harbor Matching Contribution, depending on the context in which the
                term
                is used in either the Basic Plan or the Adoption
                Agreement.

            


    

     

    
      	
              1.62  

            	
              Matching
                Contribution Account. The term "Matching Contribution Account"
                means the sub-account to which a Participant's Matching Contributions
                are
                allocated.

            


    

     

    
      	
              1.63  

            	
              Maternity
                or Paternity Leave. The term "Maternity or Paternity Leave" means
                that an Employee is absent from work because of the Employee's pregnancy;
                the birth of the Employee's child; the placement of a child with
                the
                Employee in connection with the adoption of such child by the Employee;
                or
                the need to care for such child for a period beginning immediately
                following the child's birth or placement as set forth
                above.

            


    

     

    
      	
              1.64  

            	
              NHCE.
                The term "NHCE" means a Non-Highly Compensated
                Employee.

            


    

     

    
      	
              1.65  

            	
              Non-Elective
                Contribution.
                The term "Non-Elective Contribution" means an ADP Safe Harbor Non-Elective
                Contribution, and/or a Non-Safe Harbor Non-Elective Contribution,
                depending on the context in which the term is used in the Basic Plan
                or
                the Adoption Agreement. The term "Non-Elective Contribution" also
                means
                any mandated gateway allocation required under the terms of the
                Plan.

            


    

     

    
      	
              1.66  

            	
              Non-Highly
                Compensated Employee. The term "Non-Highly Compensated Employee"
                means any Employee who is not a Highly Compensated
                Employee.

            


    

     

    
      	
              1.67  

            	
              Non-Key
                Employee. The term "Non-Key Employee" means any Employee who is
                not a Key Employee, including former Key Employees. For purposes
                of making
                the allocations in Section 3.5, Non-Key Employee means a Non-Key
                Employee
                who either is a Participant or would be a Participant but for the
                reasons
                set forth in Section 3.5(a).

            


    

     

    
      	
              1.68  

            	
              Non-Safe
                Harbor Matching Contribution.
                The term "Non-Safe Harbor Matching Contribution" means an Employer
                contribution made to this or any other defined contribution plan
                on behalf
                of a Participant on account of a Participant's Elective Deferrals
                and/or a
                Participant's Voluntary Employee Contributions and which are not
                intended
                to automatically satisfy the ACP
                Test.

            


    

     

    
      	
              1.69  

            	
              Non-Safe
                Harbor Matching Contribution Account.
                The term "Non-Safe Harbor Matching Contribution Account" means the
                account
                to which a Participant's Non-Safe Harbor Matching Contributions are
                allocated.

            


    

     

    
      	
              1.70  

            	
              Non-Safe
                Harbor Non-Elective Contribution. The term "Non-Safe Harbor
                Non-Elective Contribution" means an Employer contribution that (1)
                is
                allocated to a Participant's Non-Safe Harbor Non-Elective Contribution
                Account, (2) that the Participant may not elect to receive in cash
                until
                such contributions are distributed from the Plan; and (3) which are
                not
                intended to 

            


    

     

    
      
        
        

      

      
        PAGE
          15

        
          

        

      

      
        
        

      

    

     

    automatically
      satisfy the ADP Test.

     

    
      	
              1.71  

            	
              Non-Safe
                Harbor Non-Elective Contribution Account. The term "Non-Safe
                Harbor Non-Elective Contribution Account" means the account to which
                a
                Participant's Non-Safe Harbor Non-Elective Contributions are
                allocated.

            


    

     

    
      	
              1.72  

            	
              Normal
                Form of Distribution.
                The term "Normal Form of Distribution" means the form in which a
                Participant's benefit will be distributed absent an election to the
                contrary, as elected in the Adoption
                Agreement.

            


    

     

    
      	
              1.73  

            	
              Normal
                Retirement Age.
                The term "Normal Retirement Age" means the Normal Retirement Age
                as
                elected by the Sponsoring Employer in the Adoption Agreement. There
                is no
                mandatory retirement Age.

            


    

     

    
      	
              1.74  

            	
              Normal
                Retirement Date. The term "Normal Retirement Date" means the
                Normal Retirement Date as elected by the Sponsoring Employer in the
                Adoption Agreement.

            


    

     

    
      	
              1.75  

            	
              Otherwise
                Excludible Participants. The term "Otherwise Excludible
                Participants" means a Participant who has not satisfied the statutory
                age
                and service requirements set forth in Code
                §410(b).

            


    

     

    
      	
              1.76  

            	
              Optional
                Form of Distribution. The term "Optional Form of Distribution"
                means a form of distribution other than the Normal Form of Distribution,
                as elected in the Adoption
                Agreement.

            


    

     

    
      	
              1.77  

            	
              Owner-Employee.
                The term "Owner-Employee" means in the case of an Employer or Affiliated
                Employer which is an unincorporated trade or business, an individual
                who
                owns the entire interest in such Employer or Affiliated Employer;
                and in
                the case of an Employer or Affiliated Employer which is a partnership,
                an
                individual who owns more than 10% of either the capital interest
                or the
                profit interest in such Employer of Affiliated
                Employer.

            


    

     

    
      	
              1.78  

            	
              Participant.
                The term "Participant" means any Employee who has met the eligibility
                and
                participation requirements of the Plan. However, an individual who
                is no
                longer an Employee will cease to be a Participant if his or her entire
                Plan benefit (1) is fully guaranteed by an insurance company and
                legally
                enforceable at the sole choice of such individual against such insurance
                company, provided that a contract, Policy, or certificate describing
                the
                individual's Plan benefits has been issued to such individual; (2)
                is paid
                in a lump sum distribution which represents such individual's entire
                interest in the Plan; or (3) is paid in some other form of distribution
                and the final payment thereunder has been
                made.

            


    

     

    
      	
              1.79  

            	
              Participant's
                Account. The term "Participant's Account" means the account to
                which is allocated a Participant's share of Employer contributions,
                earnings or losses, and, if applicable, Forfeitures. A Participant's
                account will also include the proceeds of any Policies purchased
                on the
                Participant's life under Section 7.2. Each Participant's Account
                will be
                divided (where applicable) into the following sub-accounts for accounting
                purposes: the Elective Deferral Account; the Non-Safe Harbor Matching
                Contribution Account; the Non-Safe Harbor Non-Elective Contribution
                Account; the Qualified Matching Contribution Account; the Qualified
                Non-Elective Contribution Account; the ACP Safe Harbor Matching
                Contribution Account; the ADP Safe Harbor Matching Contribution Account;
                the ADP Safe Harbor Non-Elective Contribution Account, the Voluntary
                Employee Contribution Account, the Mandatory Contribution Account,
                the
                Deemed IRA Contribution Account and any other sub-accounts that the
                Administrator may determine necessary from
                time.

            


    

     

    
      	
              1.80  

            	
              Period
                of Service. With respect to any provision of the Plan in which
                service is determined by the elapsed time method, the term "Period
                of
                Service" means a period during which the Employee is employed with
                the
                Employer or an Affiliated Employer commencing on an Employee's Employment
                Commencement Date or Reemployment Commencement Date and ending on
                his or
                her 

            


    

     

    
      
        
        

      

      
        PAGE
          16

        
          

        

      

      
        
        

      

    

     

    Severance
      from Employment. For any provision of the Plan in which an Employee’s service is
      determined by his or her Period of Service, a 1-Year Period of Service and
      all
      other Periods of Service will be determined in accordance with the following
      provisions:

     

    
      	
              (a)  

            	
              Credit
                for an Hour of Service as a Period of
                Service. If an Employee performs an Hour of Service during a
                period which would otherwise be considered a Period of Severance
                under
                paragraph (c)(1) or (2) below, the Plan must count such period and
                the
                Employee will receive credit for such as a Period of
                Service.

            


    

     

    
      	
              (b)  

            	
              Employment
                Commencement Date. The Employment Commencement Date is the
                first day an Employee performs an Hour of Service for the Employer,
                an
                Affiliated Employer or Adopting Employer. The Reemployment Commencement
                Date is the first day following a Period of Severance on which an
                Employee
                performs an Hour of Service for the Employer, an Adopting Employer
                or
                Affiliated Employer.

            


    

     

    
      	
              (c)  

            	
              Period
                of Severance. A Period of Severance is the period beginning
                on the Severance from Employment and ending on the Reemployment
                Commencement Date. A Participant will incur a 1-Year Period of Severance
                if the Employee fails to perform an Hour of Service during a
                12-consecutive month period following the earlier of either (1) the
                Severance from Employment on which an Employee retires, dies, quits
                or is
                discharged from employment by the Employer, or (2) the Severance
                from
                Employment on which an Employee remains absent from service with
                the
                Employer (with or without pay) for any reason other than the Employee
                retiring, dying, quitting or being discharged from employment by
                the
                Employer, such as for vacation, holiday, illness, incapacity (including
                disability), layoff, jury duty, military duty or leave of absence.
                In the
                case of a Participant who is on Maternity or Paternity Leave, the
                12-consecutive month period beginning on the first anniversary of
                the
                first day of such Maternity or Paternity Leave will not constitute
                a
                Period of Severance. If the Employee does perform an Hour of Service
                during the periods indicated in (1) or (2) above, the Plan must take
                into
                account such period and the Employee will receive credit for such
                as a
                Period of Service.

            


    

     

    
      	
              (d)  

            	
              Aggregating
                Periods of Service and Fractional Periods of Service. A
                1-Year Period of Service is a 12-consecutive month Period of Service.
                An
                Employee will receive credit for Periods of Service of less than
                12
                consecutive months by aggregating, subject to the limits in paragraph
                (f)
                and (g), all non-successive Periods of Service and all Periods of
                Service
                which are fractional years or which do not constitute a whole 1-Year
                Period of Service, whether or not consecutive. Fractional periods
                of a
                year are expressed in terms of days, on the basis that a day of service
                is
                credited if an Employee completes an Hour of Service during such day,
                and on the basis that 12 months of service (30 days being deemed
                to be a
                month in the case of the aggregation of fractional months) or 365
                days of
                service equals a 1-Year Period of
                Service.

            


    

     

    
      	
              (e)  

            	
              Prior
                Service Credit. An Employee will also receive credit for all
                Periods of Service with the Employer or Employers named in the Adoption
                Agreement. In addition, if the Employer maintains the plan of a
                predecessor employer, service with such employer will be treated
                as
                service for the Employer.

            


    

     

    
      	
              (f)  

            	
              Reemployment
                Before a 1-Year Period of Severance. If the
                Sponsoring Employer elects in the Adoption Agreement to determine
                eligibility by using Periods of Service, if an Employee Severance
                from
                Employment but is reemployed by an Employer or an Affiliated Employer
                before incurring a 1-Year Period of Severance, Periods of Service
                and
                employment (and if the Employee was a Participant and is reemployed
                by an
                Employer, Plan participation) will not be deemed to have been
                interrupted.

            


    

     

    
      	
              (g)  

            	
              Reemployment
                After a Period of Severance. If an Employee Severance from
                Employment but is reemployed by the Employer after a 1-Year Period
                of
                Severance, the 

            


    

     

    
      
        
        

      

      
        PAGE
          17

        
          

        

      

      
        
        

      

    

     

    following
      provisions will apply:

     

    
      	
              (1)  

            	
              Determination
                of Periods of Service for Eligibility. If the service of such
                Employee is determined under the rule of parity as elected in the
                Adoption
                Agreement, then if such Employee did not have a Vested Interest in
                his or
                her Participant's Account before incurring the 1-Year Period of Severance
                and the number of the Employee’s consecutive 1-Year Periods of Severance
                equals or exceeds the greater of five or the aggregate number of
                1-Year
                Periods of Service, Periods of Service which were completed prior
                to the
                1-Year Period of Severance will not be counted. The aggregate number
                of
                1-Year Periods of Service will not include any Period of Service
                previously disregarded hereunder by reason of prior 1-Year Periods
                of
                Severance. If such former Employee’s Periods of Service are disregarded
                under this paragraph, he or she will be treated as a new Employee
                for
                eligibility.

            


    

     

    
      	
              (2)  

            	
              Determination
                of Periods of Service for Purposes Other Than Eligibility. If the
                service of such Employee is determined under the rule of parity as
                elected
                in the Adoption Agreement, then for all purposes other than eligibility,
                if the Employee has incurred five consecutive 1-Year Periods of Severance,
                Periods of Service completed prior to such five consecutive 1-Year
                Periods
                of Severance will not be counted for such purposes if the Participant
                did
                not have a Vested Interest in his or her Account and the number of
                the
                Employee’s consecutive 1-Year Periods of Severance equals or exceeds the
                aggregate number of 1-Year Periods of Service before such
                period.

            


    

     

    
      	
              (3)  

            	
              Entry
                or Reentry Into the Plan. Such Employee will become a Participant
                in the Plan as follows:

            


    

     

    
      	
              (A)  

            	
              If
                Reentry Is Immediate. If elected in the
                Adoption Agreement, if such Employee was a Participant before incurring
                the 1-Year Period of Severance, he or she will be reinstated as a
                Participant upon his or her Reemployment Commencement Date. If the
                Employee was not a Participant before incurring the 1-Year Period
                of
                Severance but (1) had satisfied the eligibility requirements in Section
                2.1, such Employee will enter the Plan as a Participant on the later
                of
                his or her Reemployment Commencement Date or the date the Employee
                would
                have entered the Plan had he or she not terminated employment with
                the
                Employer; or (2) had not satisfied the eligibility requirements set
                forth
                in Section 2.1, such Employee will be eligible to enter the Plan
                as a
                Participant after satisfaction of any such eligibility requirements,
                in
                which event the Employee will enter the Plan as a Participant on
                the
                applicable entry date set forth in Section 2.2. In all events, the
                Employee will receive credit for all Periods of Service which were
                completed prior to the 1-Year Period of
                Severance.

            


    

     

    
      	
              (B)  

            	
              If
                Reentry After One Year. If elected in the Adoption
                Agreement, regardless of whether or not such Employee was a Participant
                before incurring the 1-Year Period of Severance, he or she will be
                eligible to enter the Plan as a Participant upon satisfaction of
                the
                eligibility requirements in Article 2 as though he or she was a new
                Employee upon the Reemployment Commencement Date, or if earlier upon
                satisfaction of the eligibility requirements in set forth in Article
                2 and the completion of an additional 1-Year Period of Service after
                his or her Reemployment Commencement Date, at which time the Employee's
                participation in the 

            


    

     

     

    
      
        
        

      

      
        PAGE
          18

        
          

        

      

      
        
        

      

    

     

    Plan
      will be deemed
      to have been reinstated as of his or her Reemployment Commencement Date
      (provided the Employee is reemployed by the Employer).

     

    
      	
              (h)  

            	
              Ignoring
                Service For Eligibility If More Than 1-Year Period Of Service for
                Eligibility. If this Plan at any time (1) provides in the
                Adoption Agreement that an Employee must complete more than either
                a
                1-Year Period of Service or a 12-month Period of Service for eligibility
                purposes, and (2) provides in the Adoption Agreement that an Employee
                will
                have a 100% Vested Interest in his or her Participant’s Account upon
                becoming a Participant in the Plan, then the Period of Service of
                an
                Employee who incurs a 1-Year Period of Severance before satisfying
                such
                eligibility requirement will not be counted for eligibility
                purposes.

            


    

     

    
      	
              1.81  

            	
              Period
                of Severance. See the definition Period of Service
                above.

            


    

     

    
      	
              1.82  

            	
              Permissive
                Aggregation Group.
                The term "Permissive Aggregation Group" means a Required Aggregation
                Group
                plus any Employer plan or plans which when considered as a group
                with the
                Required Aggregation Group would continue to satisfy the requirements
                of
                Code §401(a)(4) and §410.

            


    

     

    
      	
              1.83  

            	
              Plan.
                The term "Plan" means the retirement plan program established by
                a
                Sponsoring Employer using the Basic Plan together with an Adoption
                Agreement and Trust or Custodial Agreement, as amended from time
                to
                time.

            


    

     

    
      	
              1.84  

            	
              Plan
                Year.
                The term "Plan Year" means the Plan's 12 consecutive month accounting
                year
                as elected in the Adoption Agreement (unless there is a short Plan
                Year as
                elected in the Adoption Agreement). If the Plan Year is changed,
                a short
                Plan Year is established beginning the day after the last day of
                the Plan
                Year in effect before this change and ending on the last day of the
                new
                Plan Year.

            


    

     

    
      	
              1.85  

            	
              Policy.
                The term "Policy" means a life insurance policy or annuity contract
                purchased pursuant to the provisions of Section 7.2 of the Basic
                Plan.

            


    

     

    
      	
              1.86  

            	
              Pre-Tax
                Elective Deferral.
                The term "Pre-Tax Elective Deferral" means an Elective Deferral that
                is
                not includible in gross income at the time
                deferred.

            


    

     

    
      	
              1.87  

            	
              Pre-Tax
                Elective Deferral Account.
                The term "Pre-Tax Elective Deferral Account" means the sub-account
                of a
                Participant's Account to which his or her Pre-Tax Elective Deferrals
                are
                allocated.

            


    

     

    
      	
              1.88  

            	
              Prevailing
                Wage Account.
                The term "Prevailing Wage Account" means the sub-account to which
                a
                Participant's Prevailing Wage contributions are
                allocated.

            


    

     

    
      	
              1.89  

            	
              Prevailing
                Wage Contribution. The term "Prevailing Wage Contribution" means
                an Employer contribution made to the Plan under a Prevailing Wage
                Law on
                behalf of a Prevailing Wage
                Employee.

            


    

     

    
      	
              1.90  

            	
              Prevailing
                Wage Employee. The term "Prevailing Wage Employee" means any
                hourly paid Employee who is in an eligible class of Employees under
                Section 2.1(b) and who is performing services for the Employer under
                a
                contract covered by a Prevailing Wage
                Law.

            


    

     

    
      	
              1.91  

            	
              Prevailing
                Wage Law. The term "Prevailing Wage Law" means any statute or
                ordinance that requires the Employer to pay its Employees working
                on
                public contracts at wage rates not less than those determined pursuant
                to
                that statute or ordinance to be the prevailing wages for comparable
                classes of workers in the geographical area where that contract is
                performed, including the Davis-Bacon Act as set forth in 40 U.S.C.
§276(a)
                et. seq., as amended from time to time, and any


            


    

     

    
      
        
        

      

      
        PAGE
          19

        
          

        

      

      
        
        

      

    

     

    similar
      federal,
      state or municipal prevailing wage statutes.

     

    
      	
              1.92  

            	
              QJSA.
                The term "QJSA" means a Qualified Joint and Survivor
                Annuity.

            


    

     

    
      	
              1.93  

            	
              QMAC.
                The term "QMAC" means a Qualified Matching
                Contribution.

            


    

     

    
      	
              1.94  

            	
              QMAC
                Account.
                The term "QMAC Account" means a Qualified Matching Contribution
                Account.

            


    

     

    
      	
              1.95  

            	
              QNEC.
                The term "QNEC" means a Qualified Non-Elective
                Contribution.

            


    

     

    
      	
              1.96  

            	
              QNEC
                Account. The term "QNEC Account" means a Qualified Non-Elective
                Contribution Account.

            


    

     

    
      	
              1.97  

            	
              QPSA.
                The term "QPSA" means a Qualified Pre-Retirement Survivor
                Annuity.

            


    

     

    
      	
              1.98  

            	
              Qualified
                Joint and Survivor Annuity.
                The term "Qualified Joint and Survivor Annuity" means, with respect
                to a
                Participant who is married on the Annuity Starting Date and has not
                died
                before such date, an immediate annuity for the life of the Participant
                with a survivor benefit for the life of the Participant's surviving
                Spouse
                which is not less than 50% nor more than 100% of the annuity that
                is
                payable during the joint lives of the Participant and his or her
                Spouse
                and which is the amount of benefit which can be purchased with the
                Participant's Vested Aggregate Account balance. The survivor benefit
                will
                be 50% unless a higher percentage is elected by the Participant.
                With
                respect to a Participant who is not married on the Annuity Starting
                Date
                and has not died before such date, the term "Qualified Joint and
                Survivor
                Annuity" means an immediate annuity for his or her
                life.

            


    

     

    
      	
              1.99  

            	
              Qualified
                Matching Contribution.
                The term "Qualified Matching Contribution" means a Matching Contribution
                which is subject to the distribution and nonforfeitability requirements
                of
                Code §401(k) when made to the Plan, and that are distributable only in
                accordance with the distribution provisions (other than for hardships)
                applicable to Elective Deferrals and to the extent necessary is available
                for ADP or ACP Testing.

            


    

     

    
      	
              1.100  

            	
              Qualified
                Matching Contribution Account.
                The term "Qualified Matching Contribution Account" means the sub-account
                of a Participant's Account to which his or her Qualified Matching
                Contributions are allocated.

            


    

     

    
      	
              1.101  

            	
              Qualified
                Non-Elective Contribution. The term "Qualified Non-Elective
                Contribution" means a contribution (other than a Matching Contribution
                or
                a Qualified Matching Contribution) that is made by the Employer and
                allocated to Participant's Account and that satisfies the following
                requirements: (1) it is used for the purpose of satisfying the ADP
                Test or
                the ACP Test; (2) a Participant may not elect to receive it in cash
                until
                distributed from the Plan; and (3) it is subject to the same distribution
                requirements as are applicable to Elective Deferrals and Qualified
                Matching Contributions and the nonforfeitability requirements of
                Code
                §401(k) when made to the Plan. Qualified Non-Elective Contributions
                may be
                considered for purposes of determining the Top Heavy Minimum Allocation
                requirement pursuant to Section 3.5. Any allocation formula must
                satisfy
                additional requirements specified in Regulations § 1.401(k)-2(a)(6) and §
                1.401(m)-2(a)(6).

            


    

     

    
      	
              1.102  

            	
              Qualified
                Non-Elective Contribution Account.
                The term "Qualified Non-Elective Contribution Account" means the
                sub-account of a Participant's Account to which his or her Qualified
                Non-Elective Contributions are
                allocated.

            


    

     

    
      	
              1.103  

            	
              Qualified
                Pre-Retirement Survivor Annuity. The term "Qualified
                Pre-Retirement Survivor Annuity" means a survivor annuity for the
                life of
                a deceased Participant's surviving Spouse which is equal to the amount
                of
                benefit which can be purchased by 50% or 100% of the deceased
                Participant's Vested Aggregate Account determined at the date of
                death. In
                determining a Participant's Vested Aggregate Account hereunder, any
                security interest held by the Plan because of a loan outstanding
                to the
                Participant will be taken into consideration and, if applicable,
                the
                

            


    

     

    
      
        
        

      

      
        PAGE
          20

        
          

        

      

      
        
        

      

    

     

    Participant's
      own deductible contributions made for Plan Years prior to January 1, 1989 will
      be disregarded.

     

    
      	
              1.104  

            	
              Required
                Aggregation Group. The term "Required Aggregation Group" means
                (1) each Employer qualified deferred compensation Plan in which at
                least
                one Key Employee participates or participated at any time during
                the
                determination period (regardless of whether the plan has terminated);
                and
                (2) any other Employer qualified deferred compensation plan which
                enables
                a plan described in (1) to satisfy Code §401(a)(4) or
                §410.

            


    

     

    
      	
              1.105  

            	
              Required
                Beginning Date. The term "Required Beginning Date" means the date
                elected by the Sponsoring Employer in the Adoption Agreement as the
                Required Beginning Date for the Plan. However, for a Participant
                who is
                not a 5% owner, the term Required Beginning Date means April 1st
                of the
                calendar year following the later of the calendar year in which the
                Participant reaches Age 701⁄2 or the calendar year in which the Participant
                actually retires. Notwithstanding the foregoing to the contrary,
                if a
                Participant made a distribution election prior to January 1, 1984
                pursuant
                to §242(b) of the Tax Equity and Fiscal Responsibility Act (TEFRA), such
                Participant's benefit will be distributed at the time and in the
                manner
                set forth in the election provided such election has not been revoked,
                and
                further provided that the election sets forth a method of distribution
                of
                benefits which satisfies the provisions of Code §401(a)(9) as in effect
                prior to enactment of TEFRA.

            


    

     

    
      	
              1.106  

            	
              Rollover
                Account. The term "Rollover Account" means the account to which
                a
                Participant’s Rollover Contributions, if any, are
                allocated.

            


    

     

    
      	
              1.107  

            	
              Rollover
                Contribution (or Rollover).
                The terms "Rollover Contribution" and "Rollover" mean an amount which
                is
                eligible for tax free rollover treatment and which is transferred
                to this
                Plan from one of the plans as elected in the Adoption
                Agreement.

            


    

     

    
      	
              1.108  

            	
              Roth
                Elective Deferral. The term "Roth Elective Deferral" means a
                Participant's Elective Deferrals that (1) are includible in the
                Participant's gross income at the time they are deferred, and (2)
                have
                been irrevocably designated as Roth Elective Deferrals by the Participant
                in his or her deferral election. A Participant's Roth Elective Deferrals
                will be accounted for in a separate account containing only the
                Participant's Roth Elective Deferrals and gains and losses attributable
                to
                those Roth Elective Deferrals.

            


    

     

    
      	
              1.109  

            	
              Roth
                Elective Deferral. The term "Roth Elective Deferral Account"
                means the account to which a Participant's Roth Elective Deferrals
                are
                allocated.

            


    

     

    
      	
              1.110  

            	
              Safe
                Harbor 401(k) Contribution. The term "Safe Harbor 401(k)
                Contribution" means, collectively or separately, depending on the
                context
                in which the term is used, an ACP Safe Harbor Matching Contribution,
                an
                ADP Safe Harbor Matching Contribution, and/or an ADP Safe Harbor
                Non-Elective Contribution.

            


    

     

    
      	
              1.111  

            	
              Safe
                Harbor 401(k) Plan.
                The term "Safe Harbor 401(k) Plan" means a 401(k) plan which automatically
                satisfies the ADP Test under Code §401(k) and/or the ACP Test under Code
                §401(m).

            


    

     

    
      	
              1.112  

            	
              Safe
                Harbor Notice. The term "Safe Harbor Notice" means a written
                notice provided by the Employer to all eligible Employees in accordance
                with Regulation §1.401(k)-(d)(2) and (3) and any subsequent guidance
                issued by the Internal Revenue Service. In addition to any other
                election
                periods provided under the Plan, each Participant may make or modify
                an
                Elective Deferral election during the 30-day period immediately following
                his or her receipt of a Safe Harbor
                Notice.

            


    

     

    
      	
              1.113  

            	
              Self-Employed
                Individual.
                The term "Self-Employed Individual" means anyone who owns an interest
                (other than stock) in the Employer and has Earned Income for the
                Plan Year
                or would have had Earned Income but for the fact the Employer had
                no net
                profits for the Plan Year.

            


    

     

    
      
        
        

      

      
        PAGE
          21

        
          

        

      

      
        
        

      

    

     

    
      	
              1.114  

            	
              Severance
                from Employment.
                The term "Severance from Employment" means the date on which an Employee
                retires, dies, quits or is discharged from employment by the Employer;
                or
                if earlier the first anniversary of the date on which an Employee
                remains
                absent from service with the Employer (with or without pay) for any
                reason
                other than the Employee retiring, dying, quitting or being discharged
                from
                employment by the Employer, such as for vacation, holiday, illness,
                incapacity (including disability), layoff, jury duty, military duty
                or
                leave of absence.

            


    

     

    
      	
              1.115  

            	
              Sponsoring
                Employer. The term "Sponsoring Employer" means the business
                entity named in Section 1.2 of the Adoption Agreement that sponsors
                the
                Plan under the terms of the Adoption Agreement (and any successor
                thereto
                that elects to assume sponsorship of this
                Plan).

            


    

     

    
      	
              1.116  

            	
              Spouse.
                The term "Spouse" means the person to whom a Participant is legally
                married, and, if elected in the Adoption Agreement, the Participant
                must
                be married to such person throughout the one year period ending on
                the
                earlier of the Annuity Starting Date or the Participant's death in
                order
                for the person to be considered a
                Spouse.

            


    

     

    
      	
              1.117  

            	
              Termination
                of Employment. The term "Termination of Employment" means that a
                Participant has ceased to be an Employee for reasons other than
                retirement, death, or Disability.

            


    

     

    
      	
              1.118  

            	
              Terminated
                Participant. The term "Terminated Participant" means a
                Participant who has ceased to be an Employee for reasons other than
                retirement, death or Disability.

            


    

     

    
      	
              1.119  

            	
              Top
                Heavy.
                The term "Top Heavy" means for any Plan Year beginning after December
                31,
                1983 that (1) the Top Heavy Ratio exceeds 60% and the Plan is not
                part of
                a Required Aggregation Group or Permissive Aggregation Group; or
                (2) the
                Plan is a part of a Required Aggregation Group but not a Permissive
                Aggregation Group and the Top Heavy Ratio for the group exceeds 60%;
                or
                (4) the Plan is a part of a Required Aggregation Group and a Permissive
                Aggregation Group and the Top Heavy Ratio for the Permissive Aggregation
                Group exceeds 60%.

            


    

     

    
      	
              1.120  

            	
              Top
                Heavy Minimum Allocation. The term "Top Heavy Minimum Allocation"
                means an amount of Employer contributions and Forfeitures equal to
                3% of
                an Employee’s Compensation (or such higher or lesser percentage of
                Compensation as may otherwise be indicated in Section 3.5). Elective
                Deferrals (and, for Plan Years beginning before 2002, Matching
                Contributions) cannot be used to satisfy the Top-Heavy Minimum Allocation.
                SIMPLE 401(k) plans and certain Safe Harbor 401(k) Plans are not
                subject
                to the Top Heavy requirements.

            


    

     

    
      	
              1.121  

            	
              Top
                Heavy Ratio. For Plan Years beginning on or after January 1,
                2002, in determining if this Plan is Top Heavy, the "Top Heavy Ratio"
                will
                be determined in accordance with the following
                provisions:

            


    

     

    
      	
              (a)  

            	
              Rule
                1. If the Employer maintains one or more defined
                contribution plans (including SEPs) and has not maintained any defined
                benefit plan which during the 5-year period ending on the Determination
                Date had accrued benefits, the Top Heavy Ratio for this Plan alone
                or for
                the Required or Permissive Aggregation Group is a fraction, the numerator
                of which is the sum of the Participants' Accounts of all Key Employees
                as
                of the Determination Date (including any part of any account distributed
                in the 1-year period ending on the Determination Date), and the
                denominator of which is the sum of the account balances (including
                any
                part of any account balance distributed in the 1-year period ending
                on the
                Determination Date) determined under Code §416 and the Regulations
                thereunder. Both the numerator and the denominator of the Top Heavy
                Ratio
                will be increased to reflect any contribution not actually made as
                of the
                Determination Date but which is required to be taken into account
                under
                Code §416 and the Regulations thereunder. The 1 year period described
                above is increased to a 5 year period for all in-service
                distributions.

            


    

     

    
      
        	
                (b)
                   

              	
                Rule
                  2. If the Employer maintains one or more defined
                  contribution plans (including SEPs) and maintains or has maintained
                  one or
                  more defined benefit plans which during the
                  5-year

              


      

       

    

    
      
        
        

      

      
        PAGE
          22

        
          

        

      

      
        
        

      

    

     

    
      	
                

            	
              period
                ending on the Determination Date has had any accrued benefits, the
                Top
                Heavy Ratio for any Required or Permissive Aggregation Group is a
                fraction, the numerator of which is the sum of account balances under
                the
                aggregated defined contribution plans for all Key Employees determined
                in
                accordance with paragraph (a), and the present value of accrued benefits
                under the aggregated defined benefit plans for all Key Employees
                as of the
                Determination Date, and the denominator of which is the sum of the
                account
                balances under the aggregated defined contribution plans for all
                Participants, determined in accordance with paragraph (a), and the
                present
                value of accrued benefits under the aggregated defined benefit plans
                for
                all Participants as of the Determination Date, all determined under
                Code
                §416 and the Regulations thereunder. The accrued benefits under a
                defined
                benefit plan in both the numerator and denominator of the Top Heavy
                Ratio
                are increased for any distribution made in the 1year period ending
                on the
                Determination Date.

            


    

     

    
      	
              (c)  

            	
              Rule
                3. For purposes of paragraphs (a) and (b), the value of
                account balances and the present value of accrued benefits will be
                determined as of the most recent Valuation Date that falls within
                or ends
                with the 12-month period ending on the Determination Date, except
                as
                provided in Code §416 and the Regulations issued thereunder for the first
                and second Plan Years of a defined benefit plan. The account balances
                and
                accrued benefits will be disregarded for a Participant (1) who is
                not a
                Key Employee but who was a Key Employee in a prior year or (2) who
                has not
                been credited with at least one Hour of Service with any Employer
                maintaining the Plan at any time during the 1-year period ending
                on the
                Determination Date. The calculation of the Top Heavy Ratio and the
                extent
                to which distributions, rollovers, and transfers are taken into account
                will be made in accordance with Code §416 and the Regulations issued
                thereunder. When aggregating plans, the value of the account balances
                and
                accrued benefits will be calculated with reference to the Determination
                Date that falls within the same calendar year. The accrued benefit
                of a
                Participant other than a Key Employee will be determined under (1)
                the
                method, if any, that uniformly applies for accrual purposes under
                all
                defined benefit plans maintained by the Employer, or (2) effective
                as of
                the first Plan Year beginning after December 31, 1986, if there is
                no such
                method, as if such benefit accrued not more rapidly than the slowest
                accrual rate permitted under the fractional rule of Code
                §411(b)(1)(C).

            


    

     

    
      	
              (d)  

            	
              Definition
                of Determination Date. In determining the Top Heavy Ratio,
                the term Determination Date means the last day of the preceding Plan
                Year
                except for the first Plan Year when the Determination Date means
                the last
                day of such first Plan Year.

            


    

     

    
      	
              (e)  

            	
              Computing
                Present Values. For purposes of establishing present values
                to compute the top-heavy ratio, benefits not in pay status are handled
                on
                the basis that retirement occurs on the automatic vesting date or,
                if
                later, the date of reference. Benefits are discounted only for interest
                and mortality. Unless otherwise elected in the Adoption Agreement,
                the
                following factors apply: (1) 6% interest before attaining Normal
                Retirement Age and 5% interest after attaining Normal Retirement
                Age; and
                (2) no mortality before attaining Normal Retirement Age; however,
                for
                benefits with an Annuity Starting Date before December 31, 2002,
                as set
                forth in Internal Revenue Service Revenue Ruling 95-6 mortality will
                be
                equal to the 1983 Group Annuity Mortality gender neutral blended
                50/50
                Male and Female; and for benefits with an Annuity Starting Date on
                or
                after such date, as set forth in Internal Revenue Service Revenue
                Ruling
                200 1-62, mortality will be equal to the 1994 Group Annuity Reserving
                Mortality Table projected to 2002 based on a fixed blend of 50% of
                the
                unloaded Male mortality rates and 50% of the Female mortality
                rates.

            


    

     

    
      	
              1.122  

            	
              Transfer
                Contribution. The term "Transfer Contribution" means a
                non-taxable transfer of a Participant's benefit directly from another
                qualified plan to this Plan (for example, as a result of a plan
                merger).For accounting and record keeping purposes, Transfer Contributions
                will be identical to Rollover
                Contributions.

            


    

     

    
      	
              1.123  

            	
              Trustee.
                The term "Trustee" means the persons or entity named as trustee or
                trustees of the Trust.

            


    

     

    
      
        
        

      

      
        PAGE
          23

        
          

        

      

      
        
        

      

    

     

    
      	
              1.124  

            	
              Trust
                (or Trust Fund). The term "Trust" or "Trust Fund" means the
                assets of the Plan.

            


    

     

    
      	
              1.125  

            	
              Valuation
                Date. The term "Valuation Date" means the date on which the
                Trustee determines the value of the Trust Fund. The Trust Fund must
                be
                valued at least annually as of the last day of the Plan Year, but
                the
                Administrator can elect to have all or any portion of the assets
                of the
                Trust Fund valued more frequently, including, but not limited to,
                semi-annually, quarterly, monthly, or daily. The Administrator may
                implement additional Valuation Dates in order to avoid prejudice
                with
                respect to any Participant.

            


    

     

    
      	
              1.126  

            	
              Vested
                Aggregate Account. The term Vested Aggregate Account means a
                Participant's Vested Interest in the aggregate value of his or her
                Participant's Account and any accounts attributable to the Participant's
                own Plan contributions (including
                rollovers).

            


    

     

    
      	
              1.127  

            	
              Vested,
                Vested Interest or Vesting. The terms "Vested," "Vested
                Interest," and "Vesting" mean a Participant's nonforfeitable percentage
                in
                a sub-account maintained on his or her behalf under the terms of
                the Plan.
                A Participant's Vested Interest in his or her Participant's Account
                will
                be determined in accordance with Section
                4.6.

            


    

     

    
      	
              1.128  

            	
              Voluntary
                Employee Contribution. The term Voluntary Employee Contribution
                means a non-deductible contribution made to the Plan by a
                Participant.

            


    

     

    
      	
              1.129  

            	
              Voluntary
                Employee Contribution Account. The term Voluntary Employee
                Contribution Account means the sub-account to which a Participant’s
                Voluntary Employee Contributions, if any, are
                allocated.

            


    

     

    
      	
              1.130  

            	
              Year
                of Service. With respect to any provision of the Plan in which
                service is determined by counting an Employee's Hours of Service,
                the term
                "Year of Service" means a 12-consecutive month computation period
                during
                which an Employee (or Participant) completes a specified number of
                Hours
                of Service for either the Employer or an Affiliated Employer (or
                any
                business entity which was an Adopting Employer), determined in accordance
                with the following provisions:

            


    

     

    
      	
              (a)  

            	
              Definition
                of Employment Commencement Date. The
                Employment Commencement Date is the first day an Employee performs
                an Hour
                of Service for an Employer or an Affiliated Employer. The Reemployment
                Commencement Date is the first day following a Break in Service on
                which
                an Employee performs an Hour of Service for an Employer or an Affiliated
                Employer.

            


    

     

    
      	
              (b)  

            	
              Year
                of Service for Eligibility. In any Plan Year in which the
                eligibility requirements as determined under Section 2.1 are based
                on
                Years of Service, (1) a Year of Service is a 12-consecutive month
                period
                during which an Employee is credited with at least the number of
                Hours of
                Service as elected in the Adoption Agreement (but not more than 1,000).
                An
                Employee’s initial eligibility computation period will begin on his or her
                Employment Commencement Date. As elected in the Adoption Agreement,
                each
                eligibility computation period thereafter will either (1) begin on
                the
                anniversary of the Employee's Employment Commencement Date; or (2)
                begin
                on the first day of the Plan Year which begins prior to the first
                anniversary of the Employee's Employment Commencement Date regardless
                of
                whether the Employee is credited with 1,000 Hours of Service (or
                lesser
                number of Hours of Service if elected in the Adoption Agreement)
                during
                the initial computation period. If the Employee is credited with
                1,000
                Hours of Service (or lesser number of Hours of Service if elected
                in the
                Adoption Agreement) in both the initial eligibility computation period
                and
                in the second eligibility computation period, the Employee will be
                credited with two Years of Service for eligibility purposes. If a
                Plan
                Year is less than 12 months, the 1,000 Hours of Service (or lesser
                number
                of Hours of Service if elected in the Adoption Agreement) requirement
                set
                forth herein will be proportionately reduced. If elected in the
                Adoption Agreement, in determining eligibility under Section 2.1
                and the
                applicable entry date under Section 2.2, an Employee will be deemed
                to
                have completed a 

            


    

     

    
      
        
        

      

      
        PAGE
          24

        
          

        

      

      
        
        

      

    

    
       

      
        	
                 

              	
                Year
                  of Service on the same date the Employee completes the applicable
                  Hours of
                  Service requirement, even if such date occurs before the last day
                  of the
                  computation period.

              


      

       

    

    
      	
              (c)  

            	
              Year
                of Service for Vesting. In any Plan Year in which a
                Participant’s Vested Interest under Section 4.6 is based on Years of
                Service, a Year of Service is a 12-consecutive month period during
                which
                an Employee is credited with at least the number of Hours of Service
                as
                elected in the Adoption Agreement (but not more than 1,000). As elected
                in
                the Adoption Agreement, the Vesting computation period will be either
                (1)
                the Plan Year, and if any such Plan Year is less than 12 consecutive
                months and the Hours of Service requirement set forth in this paragraph
                is
                greater than one, such requirement will be proportionately reduced;
                or (2)
                an Employee's 12-consecutive month employment
                year.

            


    

     

    
      	
              (d)  

            	
              Prior
                Service Credit. An Employee will also receive credit for all
                Years of Service with the Employer or Employers named in the Adoption
                Agreement. In addition, if the Employer maintains the plan of a
                predecessor employer, service with such employer will be treated
                as Years
                of Service for the Employer.

            


    

     

    
      	
              (e)  

            	
              Reemployment
                Before A Break In Service. If an Employee incurs a
                Termination of Employment but is reemployed by the Employer before
                he or
                she incurs a Break in Service, his or her Years of Service and employment
                will not be deemed to have been interrupted and, if the Employee
                was a
                Participant in the Plan or otherwise satisfied the eligibility
                requirements set forth in Section 2.1, he or she will remain (or
                become)
                a Participant immediately upon Reemployment. If the Employee was not
                a Participant in the Plan but otherwise satisfied the eligibility
                requirements set forth in Section 2.1, the Employee will become a
                Participant on the later of the date he or she would have entered
                the Plan
                had he or she not terminated employment with the Employer, or upon
                his or
                her Reemployment Commencement Date.

            


    

     

    
      	
              (1)  

            	
              Determination
                of Years of Service for Eligibility. If the service of such
                Employee is determined under the rule of parity as elected in the
                Adoption
                Agreement, then for eligibility purposes, if such Employee did not
                have a
                Vested Interest in his or her Participant's Account before the Break
                in
                Service and the number of the Employee’s consecutive Breaks in Service
                equals or exceeds the greater of five or the aggregate number of
                Years of Service, Years of Service that were completed prior to the
                Break
                in Service will not be counted. The aggregate number of Years of
                Service
                will not include any Years of Service previously disregarded hereunder
                by
                reason of prior Breaks in Service. If such former Employee’s Years of
                Service are disregarded under this paragraph, he or she will be treated
                as
                a new Employee for eligibility
                purposes.

            


    

     

    
      	
              (2)  

            	
              Determination
                of Years of Service for Purposes Other Than
                Eligibility. If the service of such Employee is
                determined under the rule of parity as elected in the Adoption Agreement,
                then for all purposes other than eligibility, if the Employee has
                incurred
                5 consecutive Breaks in Service, Years of Service completed prior
                to such
                5 consecutive Breaks in Service will not be counted if the Employee
                did
                not have a Vested Interest in his Participant's Account and the number
                of
                consecutive Breaks in Service equals or exceeds the aggregate number
                of
                Years of Service before such
                period.

            


    

     

    
      	
              (3)  

            	
              Entry
                or Reentry Into the Plan. Such Employee will become a Participant
                in the Plan as follows:

            


    

     

    
      	
              (A)  

            	
              If
                Reentry Is Immediate. If elected in the Adoption Agreement,
                if such Employee was a Participant before incurring the Break in
                Service,
                he or 

            


    

     

    
      
        
          
          

        

        
          PAGE
            25

          
            

          

        

        
          
          

        

      

       

      
        	
                     

              	
                she
                  will be reinstated as a Participant upon his or her Reemployment
                  Commencement Date. If the Employee was not a Participant before
                  incurring
                  the Break in Service but (1) had satisfied the eligibility requirements
                  in
                  Section 2.1, such Employee will enter the Plan as a Participant
                  on the
                  later of his or her Reemployment Commencement Date or the date
                  the
                  Employee would have entered the Plan had he or she not terminated
                  employment with the Employer; or (2) had not satisfied the eligibility
                  requirements in Section 2.1, such Employee will be eligible to
                  enter the
                  Plan as a Participant after satisfaction of any such eligibility
                  requirements, in which event the Employee will enter the Plan as
                  a
                  Participant on the applicable entry date in Section
                  2.1.

              


      

       

    

    
      	
              (B)  

            	
              If
                Reentry Is After One Year. If elected in
                the Adoption Agreement, regardless of whether or not such Employee
                was a
                Participant before incurring the Break in Service, he or she will
                be
                eligible to enter the Plan as a Participant upon satisfaction of
                the
                eligibility requirements in Article 2 as though he or she was a new
                Employee upon his or her Reemployment Commencement Date, or if earlier
                upon satisfaction of the eligibility requirements in Article 2 and
                the
                completion of an additional Year of Service after his or her Reemployment
                Commencement Date, at which time the Employee's participation in
                the Plan
                will be deemed to have been reinstated as of his or her Reemployment
                Commencement Date (provided the Employee is reemployed by the
                Employer).

            


    

     

    
      	
              (f)  

            	
              Ignoring
                Service For Eligibility If More Than One Year Of Service
                For Eligibility. If this Plan at any time (1) provides in
                the Adoption Agreement that an Employee must complete more than 1
                Year of
                Service for eligibility purposes, and (2) provides in the Adoption
                Agreement that an Employee will have a 100% Vested Interest in the
                Participant’s Account upon becoming a Participant in the Plan, then the
                Years of Service of an Employee who incurs a Break in Service before
                satisfying such eligibility requirement will not be counted for
                eligibility purposes.

            


    

     

    ARTICLE
      II

     

    PLAN
      PARTICIPATION

     

    
      	
              2.1  

            	
              Eligibility
                Requirements. If this is an amended Plan, any Employee who is a
                Participant on the day before the effective date in the Adoption
                Agreement
                will continue to participate in the Plan. Otherwise, an Employee
                will be
                eligible to become a Participant in the Plan upon satisfying the
                eligibility requirements as elected in the Adoption Agreement, subject
                to
                the following provisions:

            


    

     

    
      	
              (a)  

            	
              Age
                and Service Requirements. An Employee must satisfy any age
                and/or service requirements indicated in the Adoption Agreement for
                each
                applicable type of contribution. If the Sponsoring Employer elects
                in the
                Adoption Agreement that the service requirement for participation
                with
                respect to one or more permitted contributions is the lesser of 1
                Year of
                Service or a stated number of consecutive months of employment, then
                an
                Employee will only be deemed to have completed a month of employment
                for
                any calendar month during which the Employee (1) is continuously
                employed
                with the Employer or an Affiliated Employer without interruption for
                that entire calendar month except for those interruptions that are
                described in the definition of Hour of Service, and (2) if elected
                in the
                Adoption Agreement, is credited with the number of Hours of Service
                for
                that month as indicated in the Adoption
                Agreement.

            


    

     

    
      	
              (b)  

            	
              Ineligible
                Employees. All Employees will be eligible to participate in
                the Plan except for the following ineligible classes if elected in
                the
                Adoption Agreement:

            


    

     

    
      
        
        

      

      
        PAGE
          26

        
          

        

      

      
        
        

      

    

     

    
      	
              (1)  

            	
              Union
                Employees. Employees whose employment is governed by a collective
                bargaining agreement between Employee representatives and the Employer
                in
                which retirement benefits were the subject of good faith bargaining
                unless
                such collective bargaining agreement expressly provides for the inclusion
                of such Employees as Participants in the
                Plan.

            


    

     

    
      	
              (2)  

            	
              Non-Resident
                Aliens. Employees who are non-resident aliens who do not receive
                earned income from the Employer which constitutes income from sources
                within the United States.

            


    

     

    
      	
              (3)  

            	
              "Merger
                and Acquisition" Employees. Persons who became
                Employees as the result of a "Code §410(b)(6)(C) transaction". These
                Employees will be excluded during the period beginning on the date
                of the
                transaction and ending on the last day of the first Plan Year beginning
                after the date of the transaction. A "Code §410(b)(6)(C)" transaction" is
                an asset or stock acquisition, merger, or similar transaction involving
                a
                change in the employer of the employees of a trade or
                business.

            


    

     

    
      	
              (4)  

            	
              Leased
                Employees. For non-standardized plans only, any person who is
                considered a Leased Employee as defined in Section 1.56 but who (1)
                is not
                covered by a plan described in Code §414(n)(5), or (2) is covered by a
                plan described in Code §414(n)(5) but Leased Employees constitute more
                than 20% of the Employer's non-highly compensated
                workforce.

            


    

     

    
      	
              (5)  

            	
              Employees
                Determined to Be Undocumented Workers. For non-standardized plans
                only, Employees who are determined to be undocumented workers. For
                purposes of Section, an undocumented worker is any Employee who does
                not
                have the proper credentials in order to legally seek employment in
                the
                United States.

            


    

     

    
      	
              (6)  

            	
              Employees
                of Non-Adopting Affiliated Employers. For non-standardized plans
                only, Employees who are employed by an Affiliated Employer which
                is not an
                Adopting Employer.

            


    

     

    
      	
              (7)  

            	
              Key
                Employees. For non-standardized plans only, Employees who are Key
                Employees as defined in Section
                1.55.

            


    

     

    
      	
              (8)  

            	
              Highly
                Compensated Employees. For non-standardized plans only, Employees
                who are Highly Compensated Employees as defined in Section
                1.53.

            


    

     

    
      	
              (9)  

            	
              Employees
                Who Are Paid By Salary. For non-standardized
                plans only, Employees whose Compensation is primarily in the form
                of a
                salary.

            


    

     

    
      	
              (10)  

            	
              Employees
                Who Are Paid By the Hour. For non-standardized plans only,
                Employees whose Compensation is primarily paid on an hourly
                basis.

            


    

     

    
      	
              (11)  

            	
              Employees
                Who Are Paid In Commissions. For
                non-standardized plans only, Employees whose Compensation is primarily
                in
                the form of commissions.

            


    

     

    
      	
              (12)  

            	
              Other.
                For non-standardized plans only, any other ineligible classes of
                Employees
                as elected and specified in the Adoption
                Agreement.

            


    

     

    
      	
              (c)  

            	
              Participation
                By Employees Whose Status Changes. If an Employee who is not
                a

            


    

     

    
      
        
        

      

      
        PAGE
          27

        
          

        

      

      
        
        

      

    

     

    
      
        	
                  

              	
                member
                  of the eligible class of Employees with respect to a particular
                  type of
                  contribution becomes a member of the eligible class for such contribution,
                  the Employee will participate in the Plan immediately with respect
                  to that
                  type of contribution if he or she has satisfied the minimum age
                  and
                  service requirements for that type of contribution and would have
                  previously become a Participant with respect to that type of contribution
                  had he or she been a member of the eligible class for that type
                  of
                  contribution. The participation of a Participant who becomes a
                  member of
                  an ineligible class with respect to a particular type of contribution
                  will
                  be suspended and such Participant will be entitled to an allocation
                  of
                  that type of contribution (and any applicable Forfeitures) for
                  the
                  Allocation Period only to the extent of any applicable Hours of
                  Service or
                  Periods of Service completed while a member of the eligible class
                  of
                  Employees for that type of contribution. Upon returning to an eligible
                  class of Employees with respect to that type of contribution, a
                  suspended
                  Participant will resume eligibility with respect to that type of
                  contribution. The Vested Interest of a Participant who ceases to
                  be a
                  member of an eligible class with respect to a particular type of
                  contribution will continue to increase in accordance with Section
                  4.6.

              


      

       

    

    
      	
              (d)  

            	
              Participation
                By Former Participants. A former Participant will again
                become a Participant immediately upon returning to the employ of
                the
                Employer unless such former Participant's Years of Service or Periods
                of
                Service may be disregarded by reason of prior Breaks in
                Service.

            


    

     

    
      	
              (e)  

            	
              Eligibility
                for Certain 401(k) Safe Harbor Contributions. For any Plan
                Year in which the Employer elects to disaggregate the Plan in accordance
                with Regulation § 1.401(k)-1(b)(3)(ii) for purposes of the ADP Test and/or
                the ACP Test, and the eligibility requirement for Non-Safe Harbor
                Matching
                Contributions or Non-Safe Harbor Non-Elective Contributions elected
                in the
                Adoption Agreement is one year (or 365 days) or more, the eligibility
                requirement for the ADP Safe Harbor Non-Elective Contribution or
                the ADP
                Safe Harbor Matching Contribution will be 1 Year of Service, unless
                the
                Administrator elects a shorter
                period.

            


    

     

    
      	
              2.2  

            	
              Entry
                Date. An eligible Employee who has satisfied the eligibility
                requirements elected in the Adoption Agreement will enter the Plan
                as a
                Participant on the "Entry Date" elected in the Adoption Agreement.
                The
                term Entry Date will also be used to define any special rules that
                may
                apply with respect to Otherwise Excludible Employees. For purposes
                of
                determining Compensation taken into account for allocation purposes,
                the
                Entry Date will be determined separately for each type of allocation
                under
                the Plan. Notwithstanding the foregoing, an eligible Employee who
                is also
                a Prevailing Wage Employee will enter the Plan as a Participant with
                respect to Compensation received under a Prevailing Wage Law on the
                date
                the Employee first receives such
                Compensation.

            


    

     

    
      	
              2.3  

            	
              Waiver
                of Participation. An Employee who is otherwise eligible to
                participate in the Plan may elect to waive such participation in
                accordance with the following
                provisions:

            


    

     

    
      	
              (a)  

            	
              Irrevocable
                Election. An Eligible Employee may make a one-time
                irrevocable election to waive participation in the Plan. However,
                the
                Administrator may in its sole discretion elect not to make this option
                available to one or more Eligible Employees if the Eligible Employee
                is
                not an HCE and is not likely to become an HCE and if the Administrator
                determines that such waiver may cause the Plan for any Plan Year
                to fail
                to satisfy one of the tests in Code §410(b)(1)(A) or Code §410(b)(1)(B)
                and (C). The Employee’s election to waive participation in the Plan must
                be in writing and must be delivered to the Administrator on or before
                the
                date the Employee first becomes eligible to participate in the Plan.
                Notwithstanding the foregoing however, once an Employee has become
                a
                Participant in the Plan, no waiver can be made, except as provided
                in
                paragraph (b) below.

            


    

     

    
      	
              (b)  

            	
              Election
                to Waive Allocation. Notwithstanding paragraph (a), and
                subject to the Top-Heavy Minimum Allocation requirements set forth
                in
                Section 3.5, a Participant may 

            


    

     

    
      
        
        

      

      
        PAGE
          28

        
          

        

      

      
        
        

      

    

     

    
      
        	
                  

              	
                agree
                  to forego an allocation of Employer contributions to his or her
                  Participant's Account for all or any Allocation Periods if the
                  Participant
                  is an HCE for the Allocation Period and such waiver does not have
                  a direct
                  or indirect impact on the overall remuneration paid to such
                  Participant.

              


      

       

    

    
      	
              (c)  

            	
              Administrative
                Requirements. An Employee’s election to waive participation
                or forego an allocation must be in writing and must be delivered
                to the
                Administrator on or before the date the Employee first becomes eligible
                to
                participate in the Plan in the case of a waiver under paragraph (a),
                and
                before the Participant is entitled to an allocation to his or her
                Participant's Account in the case of foregoing an allocation under
                paragraph (b). The Administrator will furnish any form required to
                make an
                election under this Section, which may include the requirement for
                consent
                by the Employee’s Spouse.

            


    

     

    
      	
              2.4  

            	
              Reemployment.
                If an Employer incurs a Termination of Employment and is subsequently
                reemployed by the Employer or an Affiliated Employer, such Employee's
                Years of Service and/or Periods of Service for purposes of eligibility
                (as
                well as the time such Employee enters or reenters the Plan as a
                Participant) will be determined in accordance with the rules described
                in
                the definition of Years of Service and/or Periods of
                Service.

            


    

     

    
      	
              2.5  

            	
              Exclusion
                of an Eligible Employee. If any Employee who should have been
                included as a Participant is erroneously excluded from the Plan in
                any
                Allocation Period and discovery of such omission is not made until
                after a
                contribution for that Allocation Period has been allocated, the Employer
                will correct the omission. Such omission can be corrected by one
                or more
                of the following methods: (1) by making an additional contribution
                to the
                Plan on behalf of the omitted Employee; (2) by allocating any available
                Forfeitures on behalf of the omitted Employee; or (3) by any other
                method
                of correction permitted under Revenue Procedure 2003-44 or any subsequent
                Revenue Procedure or guidance issued by the Internal Revenue
                Service.

            


    

     

    
      	
              2.6  

            	
              Inclusion
                of an Ineligible Employee. If any person who should not have been
                included as a Participant is erroneously included in any Allocation
                Period
                and the discovery of the inclusion is not made until after a contribution
                has been allocated for that Allocation Period, and such ineligible
                Employee has not received a distribution of the amount erroneously
                allocated, such amount cannot be refunded to the Employer and will
                be
                applied as a Forfeiture for the Plan Year in which the error is
                discovered.

            


    

     

    ARTICLE
      III

     

    CONTRIBUTIONS
      AND ALLOCATIONS

     

    
      	
              3.1  

            	
              Employer
                Contributions. The Employer intends to make contributions to the
                Plan. Such contributions will be allocated based on the applicable
                Allocation Period. The types of contributions permitted to be made
                to this
                Plan are as elected in the Adoption Agreement. The Employer does
                not
                guarantee either the making of the contributions or the payment of
                benefits under the Plan. The Employer reserves the right to reduce,
                suspend or discontinue contributions for any reason at any time,
                but if
                the Plan is deemed to be terminated as a result of such reduction,
                suspension or discontinuance, the provisions of Article 9 will become
                effective. The Employer’s contribution (if any) may consist of cash,
                qualifying employer securities or qualifying employer real property
                as
                defined in ERISA §407(d), or any other property permitted under Code §4975
                and acceptable to the Trustee. If an Employee should have been included
                as
                a Participant but is mistakenly excluded for any reason, the omission
                will
                be corrected as specified in Section 2.5. All contributions will
                be
                determined in accordance with the following
                provisions:

            


    

     

    
      	
              (a)  

            	
              Contribution
                Provisions Applicable To 401(k) Plans. For a 401(k) plan,
                each Plan Year the Employer will contribute to the Plan such amount
                as it may in its sole discretion determine, subject to the
                following:

            


    

     

    
      	
              (1)  

            	
              Elective
                Deferrals. The Employer will contribute each
                Participant's

            


    

     

    
      
        
          
          

        

        
          PAGE
            29

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                Elective
                  Deferrals to the Plan, determined in accordance with, and contributed
                  subject to, the following:

              


      

       

    

    
      	
              (A)  

            	
              Amount
                of Elective Deferrals. Each Participant may enter into a
                Salary Deferral Agreement in an amount as elected in the Adoption
                Agreement, authorizing the Employer to withhold a portion of the
                Participant's Compensation. The amount withheld will be deemed an
                Elective
                Deferral that the Employer will contribute to the Plan on behalf
                of the
                Participant. The Administrator will designate the frequency of such
                elections but not less frequently than once per year. Elective Deferrals
                may be made in whole percentage increments of Compensation or in
                specific
                dollar amounts as designated by the Participant. The Administrator
                will
                have the right to direct that such increments of Compensation be
                rounded
                to the next highest or lowest dollar. Furthermore, on a uniform
                nondiscriminatory basis, the Administrator may permit a Participant
                to
                identify separate components of the Participant's Compensation (such
                as
                base salary, bonuses, etc.) and to specify that a different Elective
                Deferral percentage (or dollar amount) apply to each such
                component.

            


    

     

    
      	
              (B)  

            	
              Roth
                Elective Deferrals. If elected in the
                Adoption Agreement, a Participant may elect to classify all or a
                portion
                of an Elective Deferral as a Roth Elective Deferral. Distributions
                of Roth
                Elective Deferrals (other than corrective distributions) are not
                includible in the Participant's gross income if made 5 years after
                the
                Participant's death, Disability or Age 591⁄2. Earnings on corrective
                distributions of Roth Elective Deferrals are includible in gross
                income
                the same as earnings on corrective distributions of Pre-tax Elective
                Deferrals.

            


    

     

    
      	
              (C)  

            	
              Catch-Up
                Contributions. If elected in the Adoption Agreement,
                Catch-Up Contributions are permitted, in which event Participants
                who are
                age 50 as defined in Regulation §1.414(v)-1(3)(i) before the close of the
                Plan Year will be eligible to make Catch-Up Contributions. Any Participant
                who turns 50 during a calendar year will be considered to be age
                50 as of
                January 1st of that calendar year and can make Catch-Up Contributions
                during the Plan Year coincident with such calendar year, or if the
                Plan
                Year is not a calendar year, the Plan Year in which the calendar
                year
                begins. If this Plan is a Safe Harbor 401(k) Plan, Catch-Up Contributions
                will be treated as Elective Deferrals and will be matched in accordance
                with the Safe Harbor Matching Contribution formula(s) elected in
                the
                Adoption Agreement. If this is not a Safe Harbor 401(k) Plan, Catch-Up
                Contributions will be matched in accordance with the Non-Safe Harbor
                Matching Contribution formula (if any) elected in the Adoption Agreement
                unless the Sponsoring Employer elects otherwise in the Adoption
                Agreement.

            


    

     

    
      	
              (D)  

            	
              Limitations
                on Elective Deferrals. In no event may the dollar amount
                withheld under subparagraph (A) be more than the maximum dollar amount
                permitted for that calendar year under Code §402(g). Elective Deferrals
                that exceed the applicable Code §402(g) limit will be deemed Excess
                Elective Deferrals and will be returned to the affected Participants
                in
                accordance with Section 5.18. No Participant will be permitted to
                have
                Elective Deferrals made under this Plan, or any other plan, contract
                or
                arrangement maintained by the Employer, during any calendar year,
                in
                excess of the dollar limit in Code §402(g) in effect for the Participant's
                taxable year beginning in such calendar year. The dollar limitation
                contained in Code §402(g) is $10,500 for taxable years beginning in 2000
                and 2001 increasing to $11,000 for taxable years beginning in 2002
                and
                

            


    

     

    
      
        
          
          

        

        
          PAGE
            30

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                increasing
                  by $1,000 each year thereafter up to $15,000 for taxable years
                  beginning
                  in 2006 and later years. After 2006, the $15,000 limit will be
                  adjusted by
                  the Secretary of the Treasury for cost-of-living increases under
                  Code §
                  402(g). Any adjustments will be in multiples of $500. Catch-Up
                  Contributions will not be counted in determining the limitations
                  under
                  Code §402(g).

              


      

       

    

    
      	
              (E)  

            	
              Negative
                Election. If elected in the Adoption Agreement, for any Plan
                Year in which a Participant fails to file a Salary Deferral Agreement
                with
                the Administrator, such Participant will be deemed to have entered
                into a
                Salary Deferral Agreement for that Plan Year which authorizes the
                Employer
                to withhold the percentage of his or her Compensation elected in
                the
                Adoption Agreement as an Elective Deferral. In addition, if elected
                in the
                Adoption Agreement, the Employer may automatically increase such
                percentage periodically. Any Elective Deferral withheld under this
                subparagraph will be characterized as either a Pre-Tax Elective Deferral
                or a Roth Elective Deferral, as elected in the Adoption
                Agreement.

            


    

     

    
      	
              (F)  

            	
              Salary
                Deferral Agreement. A Participant may, in accordance with
                either the Adoption Agreement or a policy established by the
                Administrator, amend his or her Salary Deferral Agreement to increase
                or
                decrease the percentage or amount being withheld. The Participant
                may also
                at any time suspend or cancel his or her Salary Deferral Agreement
                upon
                reasonable notice. If a Participant cancels or suspends his or her
                Salary
                Deferral Agreement, the Participant will not be permitted to put
                a new
                Salary Deferral Agreement into effect until such time in accordance
                with
                either the Adoption Agreement or the policy established by the
                Administrator. If necessary to insure that the Plan satisfies the
                ADP
                Test, the Employer may also amend or terminate a Participant's Salary
                Deferral Agreement on notice to the Participant. If a Participant
                has not
                authorized the Employer to withhold at the maximum rate permitted
                and the
                Participant desires to increase the total amount withheld for a Plan
                Year
                to the maximum rate permitted, the Participant may authorize the
                Employer
                to withhold a supplemental amount up to 75% of his or Compensation
                for one or more pay periods. An Elective Deferral will constitute
                a
                payroll deduction authorization for purposes of applicable state
                law. If
                automatic enrollment (negative election) is elected in the Adoption
                Agreement pursuant to subparagraph (E) above, the Participant must
                be
                given an effective opportunity to elect a different amount (including
                no
                amount).

            


    

     

    
      	
              (G)  

            	
              ADP
                Testing. Elective Deferrals must satisfy the ADP Test, and
                Elective Deferrals in a Non-Safe Harbor 401(k) Plan that do not satisfy
                the ADP Test will be deemed Excess Contributions and will be returned
                in
                accordance with Section 5.19.

            


    

     

    
      	
              (H)  

            	
              Distribution
                of Elective Deferrals. Elective Deferrals can only be
                distributed upon the earlier to occur of (1) the date the Participant
                incurs a Severance from Employment; (2) the date the Participant
                dies; (3)
                the date the Participant suffers a Disability; (4) the date an event
                described in Code §401(k)(10) occurs; (v) the date the Participant reaches
                Age 591⁄2; or (5) if hardship distributions are permitted, the date the
                Participant qualifies for a financial hardship distribution under
                Section
                5.16. For Plan Years beginning before 2002, such amounts could also
                be
                distributed upon (1) the disposition by a corporation to an unrelated
                corporation of substantially all of the assets (within the meaning
                of Code
                §409(d)(2)) used in a trade or business of such corporation if such
                corporation continues to maintain the


            


    

     

    
      
        
        

      

      
        PAGE
          31

        
          

        

      

      
        
        

      

    

    
       

      
        	
                 

              	
                Plan
                  after the disposition, but only with respect to Employees who continue
                  employment with the corporation acquiring such assets. Such a distribution
                  must be made in a lump sum; and (2) the disposition by a corporation
                  to an
                  unrelated entity of such corporation's interest in a subsidiary
                  (within
                  the meaning of Code §409(d)(3)) if such corporation continues to maintain
                  the Plan, but only with respect to Employees who continue employment
                  with
                  such subsidiary. Such a distribution must be made in a lump sum.
                  All
                  distributions that may be made pursuant to one or more of the foregoing
                  distributable events are subject to the spousal and participant
                  consent
                  requirements (if applicable) contained in Code §401(a)(11) and §417.
                  However, if at all times during the 24-month period beginning 12
                  months
                  before the termination of the Plan, fewer than two percent of the
                  Employees who were eligible under the Plan as of the date of Plan
                  termination are eligible under the other defined contribution plan,
                  the
                  other plan is not a successor plan.

              


      

       

    

    
      	
              (I)  

            	
              Distribution
                Upon Plan Termination. Elective Deferrals
                can be distributed upon termination of the Plan without the Employer
                maintaining an “alternative defined contribution plan”. A defined
                contribution plan is not treated as an “alternative defined contribution
                plan” if it is an employee stock ownership plan as defined in Code
                §4975(e)(7) or Code § 409(a), a simplified employee pension as defined in
                Code § 408(k), a SIMPLE IRA plan as defined in Code § 408(p), a plan or
                contract that satisfies the requirements of Code § 403(b), or a
                plan that is described in section Code §§ 457(b) or
                (f).

            


    

     

    
      	
              (2)  

            	
              Non-Safe
                Harbor Matching Contributions. The Employer may make Non-Safe
                Harbor Matching Contributions as elected in the Adoption Agreement
                and/or
                in one or more Non-Safe Harbor Matching Contribution Addenda, subject
                to
                the following provisions:

            


    

     

    
      	
              (A)  

            	
              ACP
                Testing. Non-Safe Harbor Matching Contributions made for a
                Plan Year must satisfy the ACP Test. Non-Safe Harbor Matching
                Contributions which do not satisfy the ACP Test will be deemed Excess
                Aggregate Contributions and will be returned under Section
                5.20.

            


    

     

    
      	
              (B)  

            	
              Treatment
                as QMACs. The Administrator may elect to treat all or any
                portion of a Non-Safe Harbor Matching Contribution as a QMAC sufficient
                to
                satisfy the ADP Test.

            


    

     

    
      	
              (C)  

            	
              True-Ups. If
                the Allocation Period for Non-Safe Harbor Matching Contributions
                is not
                the Plan Year, and, if on the last day of any such Plan Year the
                dollar
                amount of the Non-Safe Harbor Matching Contributions made on behalf
                of a
                Benefiting Participant is less than the dollar amount that would
                have been
                made if Non-Safe Harbor Matching Contributions had been contributed
                on an
                annual basis only, then the Employer may elect for any such Plan
                Year to
                make an additional Non-Safe Harbor Matching Contribution in order
                to make
                the Non-Safe Harbor Matching Contribution contributed for a Benefiting
                Participant equal to the Non-Safe Harbor Matching Contribution that
                would
                have been made if Non-Safe Harbor Matching Contributions had been
                contributed as if the Allocation Period was the Plan Year. However,
                any
                such additional Non-Safe Harbor Matching Contributions can only be
                made to
                the Plan on a uniform nondiscriminatory
                basis.

            


    

     

    
      	
              (D)  

            	
              Excess
                Elective Deferrals and Excess Contributions Not Required
                to

            


    

     

    
      
        
        

      

      
        PAGE
          32

        
          

        

      

      
        
        

      

    

    
       

      
        	
                 

              	
                Be
                  Matched. Notwithstanding the above, to the extent that
                  Non-Safe Harbor Matching Contributions are contributed on an annual
                  basis,
                  no Non-Safe Harbor Matching Contribution will be required with
                  respect to
                  that portion of an Elective Deferral which for that Plan Year is
                  determined to be either an Excess Elective Deferral or an Excess
                  Contribution.

              


      

       

    

    
      	
              (E)  

            	
              Discretionary
                Formulas. If the Sponsoring Employer elects a discretionary
                formula in Section 6.1(a) of the 401(k) Plan Adoption Agreement
                (standardized or non-standardized), the Sponsoring Employer's discretion
                in establishing formula for any Allocation Period includes, but is
                not
                limited to, establishing a tiered or non-tiered formula, as well
                as
                establishing a maximum****.

            


    

     

    
      	
              (3)  

            	
              Non-Safe
                Harbor Non-Elective Contributions. The Employer may make Non-Safe
                Harbor Non-Elective Contributions as elected in the Adoption Agreement
                and/or in one or more Non-Safe Harbor Non-Elective Contribution Addenda.
                The amount of the Non-Elective Contribution, if any, will be determined
                by
                the Employer, and the Employer's determination of the amount of its
                Non-Safe Harbor Non-Elective Contribution will be binding on the
                Trustee,
                Administrator and all Participants and may not be reviewed in any
                manner.

            


    

     

    
      	
              (4)  

            	
              Qualified
                Matching Contributions. The Employer may make a Qualified
                Matching Contribution in such amount as the Employer, in its sole
                discretion, may determine. The Employer may also elect to treat all
                or any
                portion of a Matching Contribution as a
                QMAC.

            


    

     

    
      	
              (5)  

            	
              Qualified
                Non-Elective Contributions. The Employer may elect to make a
                Qualified Non-Elective Contribution in such amount as the Employer
                determines. In addition, the Employer may elect to treat as a Qualified
                Non-Elective Contribution all or any portion of a Non-Safe Harbor
                Non-Elective Contribution that has not yet been
                allocated.

            


    

     

    
      	
              (6)  

            	
              Safe
                Harbor 401(k) Contributions. The Employer may make Safe Harbor
                401(k) Contributions as elected in the Adoption Agreement and in
                accordance with the following
                provisions:

            


    

     

    
      	
              (A)  

            	
              ADP
                Safe Harbor Non-Elective Contributions. If the Employer
                elects in the Adoption Agreement (or to the extent the Employer amends
                the
                Plan as provided in the Adoption Agreement), the Employer will make
                a Safe
                Harbor Non-Elective Contribution to the Plan equal to 3% (or any
                higher
                percentage elected by the Employer) of the Compensation of each Safe
                Harbor Participant (as defined in paragraph (D) below). The Employer
                may
                elect in the Adoption Agreement to make this contribution to a money
                purchase plan which is named in the Adoption Agreement. For any Allocation
                Period in which the Employer elects to make an ADP Safe Harbor
                Non-Elective Contribution to the named money purchase pension plan,
                an ADP
                Safe Harbor Non-Elective Contribution will be made to this Plan in
                lieu of
                the contribution to the money purchase pension plan unless each Safe
                Harbor Participant under this Plan also participates in such other
                plan and such other plan has the same Plan Year as this Plan. ADP
                Safe
                Harbor Non-Elective Contributions will be 100% Vested at all
                times.

            


    

     

    
      	
              (B)  

            	
              ADP
                Safe Harbor Matching Contributions. If elected in the
                Adoption Agreement, an ADP Safe Harbor "Basic" or "Enhanced" Matching
                Contribution will be made that is equal to the amount specified in
                the
                

            


    

     

    
      
        
          
          

        

        
          PAGE
            33

          
            

          

        

        
          
          

        

      

       

      
        	
                 

              	
                Adoption
                  Agreement. If the Employer elects to contribute ADP Safe Harbor
                  Matching
                  Contributions on a periodic basis, such contribution will comply
                  with the
                  applicable regulations with respect to the timing of the deposits
                  of such
                  amounts. ADP Safe Harbor Matching Contributions for an Allocation
                  Period
                  other than the Plan Year that fail to comply with such regulations
                  will
                  require a year-end true-up.

              


      

       

    

    
      	
              (C)  

            	
              ACP
                Safe Harbor Matching Contributions. If elected in the
                Adoption Agreement, the Employer may also contribute additional Matching
                Contributions for each Allocation Period. Such contributions may
                be as
                elected in the Adoption Agreement.

            


    

     

    
      	
              (D)  

            	
              Safe
                Harbor Participant. A "Safe Harbor
                Participant" is each Eligible Participant who is an NHCE for the
                Plan Year
                (and, if elected in the Adoption Agreement, who is an HCE for the
                Plan
                Year) who was eligible to make an Elective Deferral to the Plan at
                any
                time during the Plan Year or who would have been eligible to make
                Elective
                Deferrals but for a suspension due to a hardship distribution or
                a
                statutory limitation (such as Code §402(g) and §415). Unless otherwise
                elected by the Sponsoring Employer in the Adoption Agreement, Otherwise
                Excludible Participants will be included as Safe Harbor
                Participants.

            


    

     

    
      	
              (b)  

            	
              Contribution
                Provisions For Profit Sharing Plans And Money Purchase
                Plans. For a profit sharing plan or a money purchase plan,
                the Employer will make a contribution to the Plan as elected in the
                Adoption Agreement. The amount of the contribution will be determined
                by
                the Employer, and the Employer's determination of the amount of its
                contribution will be binding on the Trustee, Administrator and all
                Participants and may not be reviewed in any manner. If a contribution
                and/or allocation uses the social security taxable wage base (the
                FICA
                base), such amount is the amount of a Participant's Compensation
                subject
                to withholding tax under Code §3121(a)(1) determined as of the beginning
                of the Plan Year. If an Employer amends a money purchase pension
                plan
                because of a waiver of the minimum funding requirement under Code
§412(d),
                such plan will be considered to be individually designed and will
                no
                longer be considered a
                prototype plan.

            


    

     

    
      	
              (c)  

            	
              Prevailing
                Wage Contributions. If elected in the Adoption Agreement,
                the Employer will make Prevailing Wage Contributions to the Plan.
                Prevailing Wage Contributions may be used as QNECs if made to a 401(k)
                plan, or to offset other Employer contributions, as elected in the
                Adoption Agreement. The contribution for each Prevailing Wage Employee
                will be based on the hourly contribution rate required under the
                applicable Prevailing Wage Law for each such Employee's employment
                classification for each construction project at which Prevailing
                Wage Law
                services are performed by each such Employee that are not being paid
                as
                wages or being used to provide other benefits. Prevailing Wage
                contributions will be made to the Plan as frequently as required
                under the
                applicable Prevailing Wage Law.

            


    

     

    
      	
              (d)  

            	
              Limitations
                on Contributions. Notwithstanding any provision herein to
                the contrary, (1) no contribution will exceed the maximum amount
                deductible under Code §404 except as otherwise provided below; (2) no
                contribution will exceed the limitations set forth in Code §415; (3) no
                contribution will be made for any Participant who is not a Benefiting
                Participant for an Allocation Period unless otherwise required by
                the Top
                Heavy provisions in Section 3.5; (4) if an Employee should have been
                included as a Participant in the Plan but is mistakenly excluded
                for any
                reason, the omission will be corrected as specified in Section 2.5,
                even
                if such amount is never deductible by the Employer; and (5) if the
                Plan
                provides contributions or benefits for Employees some or all of whom
                are
                Owner-Employees, such contributions or benefits can only be provided
                with
                respect to the

            


    

     

    
      
        
          
          

        

        
          PAGE
            34

          
            

          

        

        
          
          

        

      

       

      
        	
                  

              	
                Earned
                  Income of such Owner-Employee which is derived from the trade or
                  business
                  with respect to which the Plan is
                  established.

              


      

       

    

    
      	
              (e)  

            	
              Contribution
                Period. Any contribution made under the terms of the Plan
                may, at the election of the Administrator, be contributed (1) each
                payroll
                period; (2) each month; (3) each Plan quarter; (4) on an annual basis;
                or
                (5) on any other less than annual contribution period basis as determined
                by the Employer, provided such contribution period does not discriminate
                in favor of HCEs. The Employer may elect a different contribution
                period
                for each type of contribution. Contributions will be allocated to
                Eligible
                Participants as of the last day of an applicable contribution
                period.

            


    

     

    
      	
              (f)  

            	
              Form
                of Contribution. The Employer’s contribution (if any) may
                consist of (1) cash; (2) qualifying employer securities or qualifying
                employer real property as defined in §407(d) of ERISA, provided the
                acquisition of such qualifying employer securities or qualifying
                real
                property securities satisfies the requirements of §408(e) of ERISA; or (3)
                any other property that is permitted under Code §4975 and is acceptable to
                the Trustee in accordance with the terms of the Trust
                agreement.

            


    

     

    
      	
              (g)  

            	
              Refund
                of Contributions For All Plans. Contributions made to the
                Plan by the Employer can only be returned to the Employer in accordance
                with the following provisions:

            


    

     

    
      	
              (1)  

            	
              Failure
                of Plan to Initially Qualify. If the Plan fails
                to initially satisfy the requirements of Code §401(a) and the Employer
                declines to amend the Plan to satisfy such requirements, contributions
                made prior to the date such qualification is denied must be returned
                to
                the Employer within 1 year of the date of such denial, but only if
                the
                application for the qualification is made by the time prescribed
                by law
                for filing the Employer's tax return for the taxable year in which
                the
                Plan is adopted, or by such later date as the Secretary of the Treasury
                may prescribe.

            


    

     

    
      	
              (2)  

            	
              Contributions
                Made Under a Mistake of Fact. If a contribution is attributable
                in whole or in part to a good faith mistake of fact, including a
                good
                faith mistake in determining the deductibility of the contribution
                under
                Code §404, an amount may be returned to the Employer equal to the excess
                of the amount contributed over the amount that would have been contributed
                had the mistake not occurred. Earnings attributable to an excess
                contribution will not be returned, but losses attributable to the
                excess
                contribution will reduce the amount so returned. Such amount will
                be
                returned within one year of the date the contribution was made or
                the
                deduction disallowed, as the case may
                be.

            


    

     

    
      	
              (3)  

            	
              Nondeductible
                Contributions. Except to the extent an Employer may intentionally
                make a nondeductible contribution, for example in order to correct
                an
                administrative error or restore a Forfeiture, any contribution by
                the
                Employer is conditioned on its deductibility and will otherwise be
                returned to the Employer.

            


    

     

    
      	
              (4)  

            	
              Prevailing
                Wage Contributions. Notwithstanding the foregoing, Prevailing
                Wage Contributions that would otherwise be returned to the Employer
                for
                the reasons described in paragraphs (1) or (2) above will instead
                be
                returned to the affected
                Participants.

            


    

     

    
      	
              3.2  

            	
              Allocation
                of Employer Contributions. Each Eligible Participant's share of
                Employer contributions made under the Plan will be allocated to his
                or her
                Participant's Account in accordance with the following
                provisions:

            


    

     

    
      
        
        

      

      
        PAGE
          35

        
          

        

      

      
        
        

      

    

     

    
      	
              (a)  

            	
              401(k)
                Elective Deferrals. Each Participant's Pre-tax Elective
                Deferrals will be allocated to the Participant's Pre-Tax Elective
                Deferral
                Account. Each Participant's Elective Deferrals earmarked as Roth
                Elective
                Deferrals will be allocated to the Participant's Roth Elective Deferral
                Account.

            


    

     

    
      	
              (b)  

            	
              Safe
                Harbor 401(k) Contributions. Safe Harbor 401(k)
                Contributions will be allocated as follows: (1) ADP Safe Harbor Matching
                Contributions will be allocated to a Participant's ADP Safe Harbor
                Matching Contribution Account; (2) ACP Safe Harbor Matching Contributions
                will be allocated to a Participant's ACP Safe Harbor Matching Contribution
                Account; and (3) ADP Safe Harbor Non-Elective Contributions will
                be
                allocated to a Participant's ADP Safe Harbor Non-Elective Contribution
                Account.

            


    

     

    
      	
              (c)  

            	
              401
                (k) Non-Safe Harbor Matching
                Contributions. Non-Safe Harbor Matching Contributions
                contributed on a Participant's behalf will be allocated to the
                Participant's Non-Safe Harbor Matching Contribution Account. All
                such
                allocations will be made in the manner elected by the Sponsoring
                Employer
                in the Adoption Agreement and/or the Non-Safe Harbor Matching Contribution
                Addendum. A Participant who makes an Elective Deferral during the
                Allocation Period will be eligible to receive an allocation of Non-Safe
                Harbor Matching Contributions for that Allocation Period as elected
                by the Sponsoring Employer in the Adoption Agreement. If the Sponsoring
                Employer elects in the Adoption Agreement to impose a service requirement
                (e.g., 1,000 Hours of Service) in order for a Participant to receive
                an allocation of Non-Safe Harbor Matching Contributions for an
                Allocation and the Allocation Period is less than 12 consecutive
                months,
                any such service requirement will be proportionately
                reduced.

            


    

     

    
      	
              (d)  

            	
              Qualified
                Matching Contributions. Qualified Matching Contributions
                (QMACs), and any Non-Safe Harbor Matching Contributions that are
                treated
                as QMACs, will be allocated to the Qualified Matching Contribution
                Account
                of each Participant eligible to receive a QMAC allocation for that
                Allocation Period as elected in Section 8.1 of the Adoption Agreement.
                Such contributions will be allocated in the manner elected by the
                Administrator from one of the following methods, and then only to
                the
                extent necessary to satisfy the ADP Test and/or the ACP Test: (1)
                pro-rata
                based on the Compensation of each eligible Participant; (2) pro-rata
                using bottom-up based on Compensation of each eligible Participant
                not to
                exceed 5% of his or her Compensation; (3) pro-rata using bottom-up
                based
                on the Elective Deferrals of each eligible Participant not to exceed
                5% of
                his or her Compensation; (4) per capita to each eligible Participant;
                (5)
                per capita using bottom-up based on the Compensation of each eligible
                Participant not to exceed 5% of his or her Compensation; or (6) per
                capita
                using bottom-up based on the Elective Deferrals of each eligible
                Participant not to exceed 5% of his or her
                Compensation.

            


    

     

    
      	
              (e)  

            	
              Qualified
                Non-Elective Contributions. Qualified Non-Elective
                Contributions (QNECS) and Non-Safe Harbor Non-Elective Contributions
                contributed under Section 3.1(a) that are treated as QNECS will be
                allocated to the Qualified Non-Elective Contribution Account of each
                Participant eligible to receive an allocation of QNECs for that Allocation
                Period as elected in Section 8.2 of the Adoption Agreement. Such
                contributions will be allocated in the manner elected by the Administrator
                from one of the following allocation methods, and then only to the
                extent
                necessary to satisfy the ADP Test and/or the ACP Test: (1) pro-rata
                based
                on the Compensation of each eligible Participant; (2) pro-rata using
                    bottom-up based on the Compensation of each eligible Participant,
                not to
                exceed 5% of each eligible Participant's Compensation; (3) per capita
                to
                each eligible Participant; or (4) per capita using bottom-up based
                on the
                Compensation of each eligible Participant, not to exceed 5% of each
                eligible Participant's Compensation or, if greater, two times the
                Plan's
                "representative contribution rate." The "representative contribution
                rate"
                is the lowest contribution rate (i.e., the sum of QNECs made and
                QMACs
                taken into account for an Employee divided by his or her Code §414(s)
                compensation among a group of NHCEs that is equal to half of all
                the
                eligible NHCEs (or the lowest contribution rate among all
                eligible

            


    

     

    
      
        
        

      

      
        PAGE
          36

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 

              	
                NHCEs
                  who are employed on the last day of the year, if greater).
                  Notwithstanding the foregoing, QNECs of up to 10% of Compensation
                  can be
                  used in the ADP Test in the case of QNECs that are the result of
                  Prevailing Wage Contributions.

              


      

       

    

    
      	
              (f)  

            	
              401(k)
                Non-Safe Harbor Non-Elective Contributions, Profit
                Sharing Plan Contributions, and Money Purchase Plan
                Contributions. Such amounts contributed on a Participant's
                behalf will be allocated to the Participant's Non-Safe Harbor Non-Elective
                Contribution Account, or to his or her Participant’s Account in the case
                of a profit sharing plan or money purchase plan. A Participant will
                be
                eligible to receive an allocation of Employer Non-Safe Harbor Non-Elective
                Contributions, money purchase plan contributions, and/or profit sharing
                plan contributions for that Allocation Period as elected by the Sponsoring
                Employer in the Adoption Agreement. If the Sponsoring Employer elects
                in
                the Adoption Agreement to impose a service requirement (e.g., 1,000
                Hours
                of Service) in order for a Participant to receive an allocation of
                Non-Safe Harbor Non-Elective Contributions for an Allocation and
                the
                Allocation Period is less than 12 consecutive months, any such service
                requirement will be proportionately
                reduced.

            


    

     

    
      	
              (1)  

            	
              Allocations
                Using a Compensation Ratio. If the Sponsoring Employer elects in
                the Adoption Agreement to allocate Non-Safe Harbor Non-Elective
                Contributions, money purchase contributions, and/or profit sharing
                plan
                contributions using a Compensation ratio, the allocation will be
                made to
                each Eligible Participant's Account in the ratio that his or her
                Compensation for the Allocation Period bears to the total Compensation
                of
                all Eligible Participants for the Allocation
                Period.

            


    

      

    
      	
                    
                 (2)

            	
              Allocations
                Using the Per Capita Method. If the Sponsoring Employer elects in
                the Adoption Agreement to allocate Non-Safe Harbor Non-Elective
                Contributions, money purchase contributions, and/or profit sharing
                plan
                contributions on a per capita basis, the allocation will be made
                to each
                Eligible Participant's Account in an equal dollar amount for the
                Allocation Period.

            


    

     

    
      	
                                           (3)

            	
              Allocations
                Using Permitted Disparity. If the Sponsoring Employer elects in
                the Adoption Agreement to allocate Non-Safe Harbor Non-Elective
                Contributions, money purchase contributions, and/or profit sharing
                plan
                contributions using permitted disparity, the allocation may be made
                using
                either a 2-step method, a 4-step method, or both, as elected in the
                Adoption Agreement, in accordance with the following
                provisions:

            


    

     

    
      	
              (A)  

            	
              2-Step
                Method Only. If the Sponsoring Employer elects the 2-step
                method for all Allocation Periods, the contribution will be allocated
                as
                follows: First, an amount equal to the lesser of the Maximum Excess
                Percentage multiplied by a Benefiting Participant's Excess Compensation,
                or, as elected in the Adoption Agreement, either (1) the greater
                of 5.7%
                or the OASI Percentage, or (2) 5.4% or (3) 4.3%, multiplied by a
                Benefiting Participant's Excess Compensation, will be allocated to
                a
                Benefiting Participant's Account. The balance of the contribution
                will
                then be allocated to each Eligible Participant's Account in the ratio
                that
                his or her Compensation bears to the total Compensation of all Benefiting
                Participants.

            


    

     

    
      	
              (B)  

            	
              4-Step
                Method Only. If the Sponsoring Employer elects the 4-step
                method for all Allocation Periods, the contribution will be allocated
                in
                the following manner:

            


    

     

    
      	
              (i)  

            	
              Step
                1. First, an amount will be allocated to each
                

            


    

     

    
      
        
        

      

      
        PAGE
          37

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 

              	
                Eligible
                  Participant’s Account in the ratio that his or her Compensation bears to
                  the total Compensation of all Benefiting Participants, but the
                  maximum
                  amount allocated under this subparagraph will not exceed 3% of
                  a
                  Benefiting Participant’s Compensation. Solely for purposes of the
                  allocation made under this subparagraph (i), the term Eligible
                  Participant
                  also means any Participant entitled to a Top Heavy Minimum Allocation
                  under Section 3.5.

              


      

       

    

    
      	
              (ii)  

            	
              Step
                2. Next, an amount will be allocated to each Eligible
                Participant’s Account in the ratio that his Excess Compensation bears to
                the total Excess Compensation of all Benefiting Participants, but
                the
                maximum amount allocated under this subparagraph will not exceed
                3% of a
                Benefiting Participant’s Excess
                Compensation.

            


    

     

    
      	
              (iii)  

            	
              Step
                3. Next, an amount will be allocated to each Eligible
                Participant’s Account in the ratio that his or her Compensation plus
                Excess Compensation bears to the total Compensation plus Excess
                Compensation of all Benefiting Participants, but the maximum amount
                allocated under this subparagraph will not exceed, as elected in
                the
                Adoption Agreement, either 2.7%, 2.4% or 1.3% of a Benefiting
                Participant’s Compensation plus Excess
                Compensation.

            


    

     

    
      	
              (iv)  

            	
              Step
                4. Finally, the balance of the Employer's contribution will
                be
                allocated to each Eligible Participant’s Account in the ratio that his or
                her Compensation bears to the total Compensation of all Benefiting
                Participants.

            


    

     

    
      	
              (C)  

            	
              2-Step
                Method and 4-Step Method. If the Sponsoring Employer elects
                to use the 2-step method in non-Top Heavy Allocation Periods and
                the
                4-step method in Top Heavy Allocation Periods, the contribution will
                be
                allocated in non-Top Heavy Allocation Periods in the same manner
                described
                in Section 3.2(f)(2)(A) in non-Top Heavy Allocation Periods and in
                the
                manner set forth in Section 3.2(f)(2)(B) in Top Heavy Allocation
                Periods.

            


    

     

    
      	
              (D)  

            	
              Definitions. The
                following terms used in subparagraph (1) have the following
                meanings:

            


    

     

    
      	
              (i)  

            	
              Excess
                Compensation. The term "Excess Compensation" means the amount of
                a Benefiting Participant's Compensation in excess of the percentage
                (or
                dollar amount) of the Taxable Wage Base as elected in the Adoption
                Agreement.

            


    

     

    
      	
              (ii)  

            	
              Maximum
                Excess Percentage. The term "Maximum Excess Percentage" means
                the

            


    

     

    
      
        
        

      

      
        PAGE
          38

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 

              	
                percentage
                  derived by dividing the Employer's contribution by the sum of the
                  total
                  Compensation of all Benefiting Participants plus the total Excess
                  Compensation of all Benefiting
                  Participants.

              


      

       

    

    
      	
              (iii)  

            	
              OASI
                Percentage. The term "OASI Percentage" means the portion of
                the rate of tax in effect at the beginning of the Plan Year pursuant
                to
                Code §3111(a) which is attributable to old-age
                insurance.

            


    

     

    
      	
              (iv)  

            	
              Taxable
                Wage Base. The term "Taxable Wage Base" means the portion of a
                Participant's Compensation that is subject to withholding tax under
                Code §
                3121(a)(1) as in effect on the first day of the Plan
                Year.

            


    

     

    
      	
                                           (4)

               

            	
              Allocations
                Using Allocation Groups. If the Sponsoring Employer elects in the
                Adoption Agreement to allocate Non-Safe Harbor Non-Elective Contributions,
                money purchase contributions, and/or profit sharing plan contributions
                using allocation groups, the allocation for each Allocation Group
                will be
                made as elected in the Adoption Agreement, subject to the following
                provisions:

            


    

     

    
      	
              (A)  

            	
              Cross
                Testing Prerequisites. If
                the allocation is required to be general tested in order to satisfy
                Code
                §401(a)(4), the allocation must satisfy the following
                requirements:

            


    

     

    
      	
              (i)  

            	
              Minimum
                Allocation Gateway. Each NHCE who is eligible for any Employer
                contribution under this Plan and who is eligible to be considered
                when
                performing the general test under Code §401(a)(4) must have an allocation
                rate that is equal to the lesser of 5% of the Participants Code §414(s)
                Compensation or one-third of the allocation rate of the HCEs with
                the
                highest allocation rate.

            


    

     

    
      	
              (ii)  

            	
              Broadly
                Available Allocation Rates. Each allocation rate will be
                currently available (within the meaning of Regulation §
                1.40(a)(4)-4(b)(2)) to a group of Employees that satisfies the
                requirements of Code §410(b) without regard to the average benefit
                percentage test. If two allocation rates are permissively aggregated
                under
                Regulation § 1.401(a)(4)-4(d)(4), they are aggregated and treated as a
                single allocation rate. The disregard of the age and service conditions
                set forth in Regulation §1.401(a)(4)-4(b)(2)(ii)(A) does not apply for
                purposes of this paragraph.

            


    

     

    
      	
                                                                   (iii)  

            	
              Gradually
                Increasing Age or Service Schedule. Each allocation rate
                increases smoothly at regular intervals within a series of bands
                based
                solely on 

            


    

     

    
      
        
        

      

      
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          39

        
          

        

      

      
        
        

      

    

     

    
      
        	
                                                                                   

              	
                age,
                  based solely on years of service, or based on the number of points
                  representing the sum of Age and Years of Service (age and service
                  points),
                  as designated in the Adoption Agreement, such that the same allocation
                  rate applies to all Employees whose age, years of service, or age
                  and
                  service points are within each band. If age-only bands are used,
                  all
                  Participants younger than age 25 are deemed in the first band.
                  If the age
                  and service point band is used, all Participants with a sum of
                  age and
                  service that is less than 25 are deemed in the first
                  band.

              


      

       

    

    
      	
              (5)  

            	
              Participation
                in Defined Benefit/Defined Contribution Plans. If this Plan is
                part of a combination of plans consisting of a defined
                contribution/defined benefit combination of plans, it may satisfy
                the
                general test under Code §401 (a)(4) through cross testing if it meets one
                of three requirements. In the aggregate, the combination must either
                (1)
                be "primarily defined benefit in character;" (2) consist of "broadly
                available separate plans;" or (3) satisfy a special gateway
                requirement.

            


    

     

    
      	
              (A)  

            	
              Primarily
                Defined Benefit. A combination plan will be treated as
                primarily defined benefit in character if, for more than 50% of NHCEs
                benefiting, the normal accrual rate attributable to benefits under
                the
                defined benefit plan for NHCEs exceeds the equivalent accrual rate
                attributable to contributions under the defined contribution plan
                for the
                same NHCEs.

            


    

     

    
      	
              (B)  

            	
              Broadly
                Available Separate Plans. A combination plan is generally
                treated as consisting of broadly available separate plans if the
                defined
                contribution plan and the defined benefit plan would each separately
                satisfy the mathematical nondiscriminatory classification
                test.

            


    

     

    
      	
              (C)  

            	
              Gateway
                Requirement. The allocation rates under the defined
                contribution plan and the equivalent allocation rate under the defined
                benefit plan for each Employee are aggregated. If the aggregate allocation
                rate of the HCE with the highest aggregate allocation rate is less
                than
                15%, then the aggregate allocation rate for all NHCEs must be at
                least
                one-third of such HCE's aggregate allocation rate. If the aggregate
                allocation rate of the HCE with the highest aggregate allocation
                rate is
                between 15% and 25%, the aggregate allocation rate for NHCEs must
                be at
                least 5%. If the HCE rate exceeds 25%, then the allocation rate for
                NHCEs
                must be at least 5% plus one percentage point for each five percentage
                point increment (or portion thereof) by which the HCE rate exceeds
                25%. In
                no event shall the required gateway allocation exceed 7.5% of Code
§414(s)
                Compensation.

            


    

     

    
      	
              (6)  

            	
              Allocations
                Using Points. If the allocation is based on
                points awarded to a Participant as elected in the Adoption Agreement,
                the
                allocation will be made to each Eligible Participant’s Non-Elective
                Contribution Account in the ratio that each Eligible Participant's
                allocation points for the Allocation Period bears to the total allocation
                points of all Eligible Participants for the Allocation
                Period.

            


    

     

    
      	
              (7)  

            	
              Allocation
                of Prevailing Wage Contribution. Prevailing Wage contributions
                contributed under Section 3.1(c) will either (1) be allocated to
                the
                Prevailing Wage Account of each Participant eligible to share in
                the

            


    

     

    
      
        
        

      

      
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          40

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 

              	
                allocation
                  of such contributions, or (2) be used to first offset the type
                  of Employer
                  contributions as elected in the Adoption
                  Agreement.

              


      

       

    

    
      	
              3.3  

            	
              Allocation
                of Earnings and Losses. As of each Valuation Date, amounts which
                have not been distributed since the prior Valuation Date will have
                the net
                income of the Trust Fund earned since the prior Valuation Date allocated
                in accordance with such rules and procedures as may be established
                by the
                Administrator, and applied in a uniform and nondiscriminatory manner;
                or
                sub-accounts will be valued and adjusted as otherwise elected in
                the
                Adoption Agreement. Net income is the net of any interest, dividends,
                unrealized appreciation and depreciation, capital gains and losses,
                and
                investment expenses of the Trust Fund determined on each Valuation
                Date.
                As of each Valuation Date, sub-accounts which have not been distributed
                since the prior Valuation Date will have the net income or loss of
                the
                Trust Fund earned since the prior Valuation Date allocated thereto.
                Net
                income or loss is the net of any interest, dividends, unrealized
                appreciation and depreciation, capital gains and losses, and investment
                expenses of the Trust Fund determined as of each Valuation
                Date.

            


    

     

    
      	
              (a)  

            	
              Non-Segregated
                Accounts. Accounts which have not been segregated from the
                general Trust Fund for investment purposes will have net income or
                loss
                allocated thereto as elected in the Adoption
                Agreement.

            


    

     

    
      	
              (b)  

            	
              Segregated
                Accounts and Policy Dividends. Accounts
                which have been segregated from the general Trust Fund for investment
                purposes (including any Directed Investment Accounts established
                under
                Section 7.4) will only have the net income or loss earned thereon
                allocated thereto. Policy dividends or credits will be allocated
                to the
                Participant's Account for whose benefit the Policy is
                held.

            


    

     

    
      	
              3.4  

            	
              Allocation
                of Forfeitures. On each annual Valuation Date, the Administrator
                may elect to use all or any portion of the Forfeiture Account to
                pay
                administrative expenses incurred by the Plan. The portion of the
                Forfeiture Account which is not used to pay administrative expenses
                will
                be allocated first to restore Participants' Accounts per Section
                5.7 and
                or Section 5.13 and/or to satisfy any contributions that may be required
                pursuant to Section 2.5, and then as elected in the Adoption Agreement
                under either (a) or (b) as follows:

            


    

     

    
      	
              (a)  

            	
              401(k)
                Plans. For a 401(k) plan, the Forfeiture Account will, as
                elected in the Adoption Agreement, either (1) be allocated to Participants
                in the manner elected in the Adoption Agreement; (2) be used to reduce,
                at
                the discretion of the Administrator, either the ADP Safe Harbor
                Contribution, the ACP Safe Harbor Matching Contribution, the Non-Safe
                Harbor Matching Contribution, the Non-Safe Harbor Non-Elective
                Contribution, the Qualified Matching Contribution, the Qualified
                Non-Elective Contribution, or any combination thereof, for the current
                Allocation Period or for a future Allocation Period; or (3) be added
                to,
                at the discretion of the Administrator, either the ADP Safe Harbor
                Contribution, the ACP Safe Harbor Contribution, the Non-Safe Harbor
                Matching Contribution, the Non-Safe Harbor Non-Elective Contribution,
                the
                QMAC, the QNEC, or any combination thereof, for the current Allocation
                Period or for a future Allocation Period to be allocated therewith
                as
                elected in the Adoption Agreement.

            


    

     

    
      	
              (b)  

            	
              Profit
                Sharing and Money Purchase Plans. For a profit sharing plan
                or money purchase plan, the Forfeiture Account, as elected in the
                Adoption
                Agreement, will either (1) be allocated to the Participant's Account
                of
                each Eligible Participant who was also a Benefiting Participant on
                the
                last day of the preceding Plan Year in the ratio that each such
                Eligible Participant’s Compensation for the prior Plan Year bears to the
                total Compensation of all such Eligible Participants for such prior
                Plan
                Year, excluding Compensation to former Participants; (2) be allocated
                to
                each Eligible Participant's Account in the ratio that each Eligible
                Participant's Compensation bears to the total Compensation of all
                Benefiting Participants; (3) be added to the Employer's contribution
                for
                the current Allocation Period or for a future Allocation Period to
                be
                allocated therewith under Section 3.2 in the manner
                

            


    

     

    
      
        
        

      

      
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          41

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 

              	
                elected
                  in the Adoption Agreement; or (4) be used to reduce the Employer's
                  contribution for the current Allocation Period or a future Allocation
                  Period.

              


      

       

    

    
      	
              3.5  

            	
              Top
                Heavy Minimum Allocation. In any Top Heavy Plan Year in which a
                Key Employee receives an allocation of Employer contributions or
                Forfeitures, each Employee who is described in paragraph (a) below
                will
                receive the Top Heavy Minimum Allocation, such benefit to be determined
                in
                accordance with the following
                provisions:

            


    

     

    
      	
              (a)  

            	
              Participants
                Who Must Receive the Top Heavy Minimum
                Allocation. The Top Heavy Minimum
                Allocation, or such lesser amount as may be permitted under paragraph
                (b),
                will be made for each Participant who is a Non-Key Employee (and
                to all
                other Participants if elected in the Adoption Agreement) who is employed
                by an Employer on the last day of the Plan Year, even if such Participant
                (1) fails to complete any minimum Hours of Service/Period of Service
                required to receive an allocation of Employer contributions or Forfeitures
                for the Plan Year; (2) fails to make Elective Deferrals to the Plan
                in the
                case of a 401(k) plan; (3) receives Compensation that is less than
                a
                stated amount; or (4) declines to make a Mandatory Employee Contribution
                to the Plan. The Top Heavy Minimum Allocation is not required to
                be
                allocated to any Participant whose Plan participation is limited
                to a
                Rollover Contribution.

            


    

     

    
      	
              (b)  

            	
              Lesser
                Allocation Permitted. If the amount of Employer
                contributions and Forfeitures allocated to the Participant's Account
                of
                each Key Employee for the Plan Year is less than 3% of his or her
                Compensation, and if this Plan is not required to be included in
                an
                Aggregation Group to enable a defined benefit plan to meet the
                requirements of Code §401(a)(4) or §410, then the allocation made under
                this Section for each Participant who is described in paragraph (a)
                above
                must be equal to the largest percentage of Employer contributions
                and
                Forfeitures allocated to the Participant's Account of a Key Employee
                for
                that Plan Year (determined after taking into account elective
                contributions made by a Key Employee to a cash or deferred
                arrangement maintained by the
                Employer).

            


    

     

    
      	
              (c)  

            	
              Participation
                in Multiple Defined Contribution Plans. If a Participant
                described in paragraph (a) who participates in this Plan and in one
                or
                more defined contribution plans that are included with this Plan
                in a
                Required Aggregation Group, and if the allocation of Employer
                contributions and Forfeitures in this Plan or any other such defined
                contribution plan is insufficient to satisfy the Top Heavy requirement
                with respect to such Participant, such requirement will nevertheless
                be
                deemed to be satisfied if the aggregate allocation of Employer
                contributions and Forfeitures made under this Plan and all other
                such
                plans on behalf of such Participant is sufficient to satisfy the
                Top Heavy
                requirement. If not, the Employer will make an additional contribution
                to
                this Plan and/or to one or more such plans on behalf of the Participant
                in
                order that the aggregate allocation of Employer contributions and
                Forfeitures to this Plan and all such plans satisfies the Top Heavy
                requirements.

            


    

     

    
      	
              (d)  

            	
              Participation
                in Defined Benefit Plan and Defined Contribution Plan. Any
                Participant described in paragraph (a) who participates in this Plan
                and
                in a defined benefit plan which is included with this Plan in a Required
                Aggregation Group will, in lieu of the allocation provided under
                paragraph
                (a), receive an allocation under this Plan (or any other defined
                contribution plan sponsored by the Employer) which is equal to 5%
                of
                Compensation. Notwithstanding the foregoing, the Administrator may
                determine, in a uniform non-discriminatory manner which is intended
                to
                satisfy the requirements of Code §416(f) regarding the preclusion of
                required duplication and inappropriate omission of Top Heavy minimum
                benefits or contributions, that each such Participant will receive
                the
                minimum Top Heavy benefit required under Code §416 under the defined
                benefit plan in lieu of any such benefit under the terms of this
                Plan.

            


    

     

    
      	
              (e)  

            	
              Contributions
                That Can Be Used to Satisfy Top Heavy
                Minimum. All Employer contributions to the
                Plan (other than Elective Deferrals made to a cash or
                deferred

            


    

     

    
      
        
        

      

      
        PAGE
          42

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 

              	
                arrangement)
                  will be taken into account in determining if the Employer has contributed
                  an amount necessary to satisfy the requirements of this Section.
                  In
                  addition, the following contributions made by the Employer on a
                  Participant's behalf to a cash or deferred arrangement may be taken
                  into
                  account in determining if the Top Heavy requirements have been
                  satisfied:
                  Non-Safe Harbor Non-Elective Contributions; Qualified Non-Elective
                  Contributions; ADP Safe Harbor Non-Elective Contributions; and
                  any other
                  contributions as may be permitted by
                  law.

              


      

       

    

    
      	
              (f)  

            	
              Safe
                Harbor Exception. The Top-Heavy requirements of Code §416
                and of the Plan will not apply in any Plan Year in which the Plan
                consists
                solely of a cash or deferred arrangement which meets the requirements
                of
                Code §401(k)(12) and Matching Contributions with respect to which the
                requirements of Code §401(m)(11) of the Code are met, provided that each
                Participant who is a Non-Key Employee who is eligible to make
                Elective Deferrals is also a Safe Harbor Participant for such Plan
                Year.

            


    

     

    
      	
              3.6  

            	
              Failsafe
                Allocation. If the Sponsoring Employer adopts a Non-Standard
                Adoption Agreement, then for any Plan Year in which the Plan fails
                to
                satisfy the average benefit percentage test of Code §410(b)(2) and the
                average benefits test of Regulation §1.401(a)(4) (or the Administrator is
                unable to or elects not to perform such test) certain minimum allocations
                will be made under this paragraph only to the extent necessary to
                insure
                that the Plan for any Plan Year satisfies one of the tests set forth
                in
                either Code §410(b)(1)(A) (in which the Plan initially fails to benefit at
                least 70% of otherwise eligible Non-HCEs), or Code §410(b)(1)(B) (in which
                the Plan initially fails to benefit a percentage of otherwise eligible
                Non-HCEs that is at least 70% of the percentage of otherwise eligible
                HCEs). In such event in order to satisfy such test(s) for any Plan
                Year
                affected, an allocation may be made for certain Employees in the
                following
                order as follows:

            


    

     

    
      	
              (a)  

            	
              First
                Accrual. First, an allocation may be made to that group of
                Employees who were Participants for the Plan Year but did not receive
                an
                allocation for the Plan Year.

            


    

     

    
      	
              (b)  

            	
              Second
                Accrual. Next, an allocation may be made to that group of
                Employees who have not yet satisfied the eligibility requirements
                as
                elected in the Adoption Agreement and are not members of any ineligible
                class of Employee as elected in the Adoption
                Agreement.

            


    

     

    
      	
              (c)  

            	
              Third
                Accrual. Next, an allocation may be made to that group of
                Employees who have satisfied the eligibility requirements as elected
                in
                the Adoption Agreement except that they are members of any ineligible
                class of Employee as elected in the Adoption
                Agreement.

            


    

     

    
      	
              (d)  

            	
              Fourth
                Accrual. Finally, an allocation may be made to that group of
                Employees who have not yet satisfied the eligibility requirements
                as
                elected in the Adoption Agreement and are members of any ineligible
                class
                of Employee as elected in the Adoption
                Agreement.

            


    

     

    Only
      those Employees who are required to benefit under the Plan for the Plan Year
      to
      satisfy the above tests will be entitled to an allocation. To determine each
      Employee’s priority within each group for this purpose, individuals will be
      ranked as elected in the Adoption Agreements. Any such allocation will be made
      on the same basis as the allocation made to each Participant who is otherwise
      eligible to share in an Employer contribution.

     

    
      	
              3.7  

            	
              Rollover
                Contributions. If Rollover Contributions are permitted as elected
                in the Adoption Agreement, subject to any changes adopted by written
                notice and/or procedures established and adopted by the Administrator
                pursuant to Section 8.6, any Employee who is eligible as elected
                in the
                Adoption Agreement to make Rollover Contributions may make them from
                the
                types of plans as elected in the Adoption Agreement. Rollover
                Contributions will be allocated to a Rollover Account in which the
                Employee will have a 100% Vested Interest, and except for that portion
                of
                his or her Rollover Account which a Participant may be permitted
                to
                self-direct pursuant to Section 7.4, the Administrator may choose
                for
                investment purposes to either segregate Rollover Accounts into separate
                interest bearing accounts or to invest them as part of the general
                Trust
                Fund, in which

            


    

     

    
      
        
        

      

      
        PAGE
          43

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 

              	
                case
                  they will share in net income and losses in the manner elected
                  in the
                  Adoption Agreement.

              


      

       

    

    
      	
              3.8  

            	
              Voluntary
                Employee Contributions. If elected in the Adoption Agreement,
                each Participant may make an after-tax Voluntary Employee Contribution
                no
                later than 30 days after the end of the Plan Year for which such
                contribution is deemed to be made. Such contributions will be allocated
                to
                a Voluntary Employee Contribution Account in which the Employee will
                have
                a 100% Vested Interest. If elected in the Adoption Agreement, this
                Plan
                will not permit a Participant to make additional non-deductible Voluntary
                Employee Contributions to the Plan after the effective date of the
                amended
                Plan. However, any Voluntary Employee Contributions made on or before
                such
                date will continue to be maintained in the Participant's Voluntary
                Employee Contribution Account. Voluntary Employee Contribution Accounts
                will be administered as follows:

            


    

     

    
      	
              (a)  

            	
              Investment
                of Accounts. Except for that portion of his or her Voluntary
                Employee Contribution Account which a Participant may be permitted
                to
                self-direct pursuant to Section 7.4, the Administrator may choose
                for
                investment purposes to either segregate Voluntary Employee Contribution
                Accounts into separate interest bearing accounts or to invest them
                as part
                of the general Trust Fund, in which case they will share in net income
                and
                losses in the manner elected in the Adoption
                Agreement.

            


    

     

    
      	
              (b)  

            	
              Discontinuance
                of Contributions in the Event of a Hardship Distribution. If
                a Participant receives a hardship distribution pursuant to Section
                5.16 of
                the Plan (or receive a hardship distribution from any other Employer
                maintained plan), he or she will be barred from making Voluntary
                Employee
                Contributions to the Plan for a period of 6 months after the distribution
                or, such other period of time as set forth in the Administrative
                Policy
                Regarding Hardships.

            


    

     

    
      	
              (c)  

            	
              Nondiscrimination
                Requirements. Any Voluntary Employee Contributions made for
                Plan Years beginning on or after January 1, 1987 must satisfy one
                of the
                ACP Tests. Voluntary Employee Contributions which do not satisfy
                one of
                the ACP Tests will be deemed Excess Aggregate Contributions and will
                be
                distributed in accordance with Section
                5.20.

            


    

     

    
      	
              3.9  

            	
              Mandatory
                Employee Contributions. If elected in the Adoption Agreement,
                each Participant must contribute the specified percentage of his
                or her
                Compensation in order to receive an allocation of Employer contributions
                and Forfeitures for an Allocation Period. Mandatory Employee Contributions
                will be allocated to a Mandatory Employee Contribution Account in
                which
                the Employee will have a 100% Vested Interest. A Participant can
                elect to
                discontinue (or resume) Mandatory Employee Contributions in accordance
                with procedures established by the Administrator. Mandatory Employee
                Contribution Accounts will be administered as
                follows:

            


    

     

    
      	
              (a)  

            	
              Investment
                of Accounts. Except for that portion of his or her Mandatory
                Employee Contribution Account which a Participant may be permitted
                to
                self-direct pursuant to Section 7.4, the Administrator may choose
                for
                investment purposes to either segregate Mandatory Employee Contribution
                Accounts into separate interest bearing accounts or to invest them
                as part
                of the general Trust Fund, in which case they will share in net income
                and
                losses in the manner elected in the Adoption
                Agreement.

            


    

     

    
      	
              (b)  

            	
              Discontinuance
                of Contributions in the Event of a Hardship Distribution. If
                a Participant receives a hardship distribution pursuant to Section
                5.16 of
                the Plan (or receive a hardship distribution from any other Employer
                maintained plan), he or she will be barred from making Mandatory
                Employee
                Contributions to the Plan for a period of 6 months after the distribution
                or, such other period of time as set forth in the Administrative
                Policy
                Regarding Hardships.

            


    

     

    
      	
              (c)  

            	
              Nondiscrimination
                Requirements. Any Mandatory Employee Contributions made for
                Plan Years beginning on or after January 1, 1987 must satisfy one
                of the
                ACP Tests.

            


    

     

    
      
        
        

      

      
        PAGE
          44

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 

              	
                Mandatory
                  Employee Contributions which do not satisfy one of the ACP Tests
                  will be
                  deemed Excess Aggregate Contributions and will be distributed in
                  accordance with Section 5.20.

              


      

       

    

    
      	
              3.10  

            	
              Deductible
                Employee Contributions. This Plan will not permit a Participant
                to make tax deductible contributions (hereafter called Deductible
                Employee
                Contributions) to the Plan for any Plan Year beginning on or after
                January
                1, 1987 except as provided in Section 3.12 below, but any Deductible
                Employee Contributions which were made to the Plan prior to such
                date will
                continue to be maintained in the Participant's Deductible Employee
                Contributions Account in which the Participant will have a 100% Vested
                Interest. Except for that portion which a Participant self-directs
                pursuant to Section 7.4, the Administrator may choose for investment
                purposes to either segregate such accounts into separate interest
                bearing
                accounts or invest them as part of the general Trust Fund, in which
                case
                such accounts will share in the allocation of earnings and losses
                under
                Section 3.3(a). However, no portion of a Participant's Deductible
                Employee
                Contributions can be invested in life insurance Policies under Section
                7.2. A Participant may withdraw amounts from his or her Deductible
                Employee Contributions Account only if all other amounts credited
                to the
                Plan on his or her behalf, other than his Participant's Account,
                have been
                distributed to the Participant. Distributions will be made under
                Article
                5.

            


    

     

    
      	
              3.11  

            	
              SIMPLE
                401(k) Provisions. If the Sponsoring Employer elects in the
                Adoption Agreement to have the SIMPLE 401(k) provisions apply, the
                following provisions will apply each year the election is in
                effect:

            


    

     

    
      	
              (a)  

            	
              Certain
                Conditions Which Must Be Satisfied. The following conditions
                must be satisfied each "year" (as defined in paragraph (b) below)
                in order
                for the terms of this Section to apply: (1) the Employer adopting
                this
                amendment must be an "eligible employer" as defined in paragraph
                (b)
                below; (2) no contributions are made, or benefits accrued for services
                during the Year, on behalf of any "eligible employee" (as defined
                in
                paragraph (b) below) under any other plan, contract, pension, or
                trust
                described in Code §219(g)(5)(A) or (B), maintained by the Employer; and
                (3) if the Sponsoring Employer has elected the SIMPLE provisions
                in the
                Adoption Agreement, then to the extent that any other provision of
                the
                Plan is inconsistent with the provisions of this Section, the provisions
                of this Section will govern.

            


    

     

    
      	
              (b)  

            	
              Definitions. The
                following terms have the following meanings for purposes of this
                Section:
                (1) the term "year" means the calendar year; (2) the term "eligible
                employee" means, for purposes of this Section, any Employee who is
                entitled to make Elective Deferrals described in §402(g) under the terms
                of the Plan; (3) the term "eligible employer" means, with respect
                to any
                Year, an Employer that had no more than 100 Employees who received
                at
                least $5,000 of compensation from the Employer for the preceding
                Year. In
                applying the preceding sentence, all Employees of controlled groups
                of
                corporations under Code §414(b), all Employees of trades or businesses
                (whether incorporated or not) under common control under Code §414(c), all
                Employees of affiliated service groups under Code §414(m), and Leased
                Employees required to be treated as the Employer's Employees under
                Code
                §414(n), are taken into account. An Eligible Employer that adopts
                this
                amendment and fails to be an Eligible Employer for any subsequent
                year is
                treated as an Eligible Employer for the 2 years following the last
                year
                the Employer was an Eligible Employer. If the failure is due to any
                acquisition, disposition, or similar transaction involving an Eligible
                Employer, the preceding sentence applies only if the provisions of
                Code
                §410(b)(6)(C) are satisfied; and (4) the term "compensation" means
                the sum
                of the wages, tips and other compensation from the Employer subject
                to
                federal income tax withholding (as described in §6051(a)(3)) and the
                Employee's Elective Deferrals made under this or any other 401(k)
                plan,
                and, if applicable, elective deferrals under a §408(p) SIMPLE plan, a
                SARSEP, or a §403(b) annuity contract and compensation deferred under a
                §457 plan, required to be reported by the Employer on Form W-2 as
                described in §6051(a)(8). For Self-Employed Individuals, compensation
                means net earnings from
                self-employment

            


    

     

    
      
        
        

      

      
        PAGE
          45

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 

              	
                determined
                  under Code § 1402(a) prior to subtracting any contributions made under
                  this Plan on behalf of the individual. The limit on compensation
                  under
                  §401(a)(17) applies to the compensation under this Section 3.11
                  except
                  with respect to Matching Contributions, if any, made pursuant to
                  paragraph
                  (f) below.

              


      

       

    

    
      	
              (c)  

            	
              Salary
                Reduction Election. Each eligible Employee
                may make a salary reduction election to have his or her compensation
                reduced for the year in any amount selected by the Employee, except
                that
                the Elective Deferrals for the year cannot exceed $6,000 for any
                Eligible
                Employee (as adjusted by the IRS for cost-of living increases). The
                Employer will make a salary reduction contribution to the Plan, as
                an
                Elective Deferral, in the amount by which the Eligible Employee's
                Compensation has been reduced.

            


    

     

    
      	
              (d)  

            	
              Election
                Period. In addition to any other election periods provided
                under the Plan, each eligible Employee may make or modify a salary
                reduction election during the 60-day period immediately preceding
                each
                January 1st. For the year an eligible Employee becomes eligible to
                make
                Elective Deferrals under this amendment, the 60-day election period
                requirement of this Section is deemed satisfied if the eligible Employee
                may make or modify a salary reduction election during a 60-day period
                that
                includes either the date the eligible Employee becomes eligible or
                the day
                before. An eligible Employee may terminate a salary reduction election
                any
                time during the year.

            


    

     

    
      	
              (e)  

            	
              Notice
                Requirements. The Employer will notify each eligible
                Employee prior to the 60-day election period described in paragraph
                (d)
                that he or she can make a salary reduction election or modify a prior
                election in that period. The notification will indicate whether the
                Employer will provide a 3% Matching Contribution described in paragraph
                (f) or a 2% Non-Elective Contribution described in paragraph
                (g).

            


    

     

    
      	
              (f)  

            	
              Matching
                Contributions. If elected in the Adoption Agreement, the
                Employer will contribute a Matching Contribution each year on behalf
                of
                each eligible Employee who makes a salary reduction election under
                paragraph (c) above. The amount of the Matching Contribution will
                be equal
                to the eligible Employee's Elective Deferrals up to, as elected in
                the
                Adoption Agreement, either (a) a limit of 3% of the eligible Employee's
                compensation for the full calendar year; or (b) a reduced limit,
                provided
                the following requirements are met: (1) The limit is not reduced
                below 1%;
                (2) The limit is not reduced for more than 2 calendar years during
                the
                5-year period ending with the calendar year the reduction is effective;
                and (3) each eligible employee is notified of the reduced Matching
                Contribution limit within a reasonable period of time before such
                employee's 60-day election period for that calendar year. For purposes
                of
                (2) above, the limit is not reduced for any year any SIMPLE Plan
                of the
                Employer is not in effect or for any calendar year with respect to
                which
                the Employer makes Non-Elective Contributions to a SIMPLE
                Plan.

            


    

     

    
      	
              (g)  

            	
              Non-Elective
                Contributions. If elected in the Adoption Agreement by the
                Sponsoring Employer, the Employer will contribute a Non-Elective
                Contribution of 2% of compensation for the full calendar year for
                each
                eligible employee who received at least $5,000 of compensation from
                the
                Employer for the year, or such lesser amount of compensation as elected
                in
                the Adoption Agreement.

            


    

     

    
      	
              (h)  

            	
              Limitation
                On Other Contributions. No Employer or Employee
                contributions may be made to this Plan for the year other than salary
                reduction contributions described in (c) above, Matching Contributions
                described in paragraph (f), Non-Elective Contributions described
                in
                paragraph (g), and Rollovers.

            


    

     

    
      	
              (i)  

            	
              Code
                §415 Limitations. The provisions of this
                Plan implementing the limitations of Code §415 apply to Matching
                Contributions and Non-Elective
                Contributions.

            


    

     

    
      	
              (j)  

            	
              Vesting. All
                benefits attributable to contributions made under this Section are
                100%
                Vested at all times.

            


    

     

    
      
        
        

      

      
        PAGE
          46

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 

              	
                Vested
                  at all times.

              


      

       

    

    
      	
              (k)  

            	
              Top
                Heavy Rules. The Plan is not treated as a top-heavy plan
                under Code §416 for any year for which the provisions of this amendment
                are effective and satisfied.

            


    

     

    
      	
              (m)  

            	
              Nondiscrimination
                Tests. The Plan is treated as meeting the requirements of
                Code §401(k)(3)(A)(ii) and §401(m)(2) for any year for which the
                provisions of this Section are effective and
                satisfied.

            


    

     

    
      	
              3.12  

            	
              Deemed
                IRAs. If elected in the Adoption Agreement, each Participant
                may
                make "deemed" individual retirement account contributions to the
                Plan.
                Except in the case of a Rollover Contribution (as permitted by Code
                §402(c), §402(e)(6), §403(a)(4), §403(b)(8), §403(b)(10), §408(d)(3) and
                §457(e)(16)) or a contribution made in accordance with the terms of
                a
                Simplified Employee Pension (SEP) as described in Code § 408(k), no such
                contributions will be accepted unless they are in cash, and the total
                of
                such contributions will not exceed the following: (a) $3,000 for
                any
                taxable year beginning in 2002 through 2004; (b) $4,000 for any taxable
                year beginning in 2005 through 2007; and (c) $5,000 for any taxable
                year
                beginning in 2008 and years thereafter. After 2008, the limit will
                be
                adjusted by the Secretary of the Treasury for cost-of-living increases
                under Code §219(b)(5)(C). Such adjustments will be in multiples of $500.
                In the case of an individual who is 50 or older, the annual cash
                contribution limit is increased by $500 for any taxable year beginning
                in
                2002 through 2005 and $1,000 for any taxable year beginning in 2006
                and
                years thereafter. No such contributions will be accepted under a
                SIMPLE
                IRA plan established by any Employer pursuant to Code §408(p). Also, no
                transfer or rollover of funds attributable to contributions made
                by a
                particular Employer under its SIMPLE IRA plan will be accepted from
                a
                SIMPLE IRA, that is, an IRA used in conjunction with a SIMPLE IRA
                plan,
                prior to the expiration of the 2-year period beginning on the date
                the
                individual first participated in that employer's SIMPLE IRA plan.
                After
                December 31, 1981, trust assets will be treated as a distribution
                in an
                amount equal to the cost of such collectibles. No such contributions
                will
                be invested in life insurance contracts. An Employee will have a
                100%
                Vested Interest in his or her Deemed IRA Account at all times. Separate
                records will be maintained for each
                Participant.

            


    

     

    ARTICLE
      IV

     

    PLAN
      BENEFITS

     

    
      	
              4.1  

            	
              Benefit
                Upon Normal (or Early) Retirement. Every Participant who has
                reached Normal (or Early) Retirement Age will be entitled upon Termination
                of Employment to receive his or her Vested Aggregate Account balance
                determined as of the most recent Valuation Date coinciding with or
                immediately preceding the date of distribution. Distribution will
                made
                under Section 5.1.

            


    

     

    
      	
              4.2  

            	
              Benefit
                Upon Late Retirement. A Participant who has reached Normal
                Retirement Age may elect to remain employed and retire at a later
                date.
                Such Participant will continue to participate in the Plan and his
                or her
                Participant's Account will continue to receive allocations under
                Article
                3. Upon actual retirement, the Participant will be entitled to his
                or her
                Vested Aggregate Account balance determined as of the most recent
                Valuation Date coinciding with or immediately preceding the date
                of
                distribution. In addition, if elected in the Adoption Agreement,
                a
                Participant who elects late retirement may at any time (1) choose
                to have
                distributed prior to actual retirement all or part of his or her
                Vested
                Aggregate Account balance determined as of the most recent Valuation
                Date
                coinciding with or immediately preceding the date of distribution;
                or (2)
                choose to have such Vested Aggregate Account balance transferred
                to
                another qualified retirement plan maintained by the Employer. Upon
                actual
                retirement, the Participant will be entitled to his or her undistributed
                Vested Aggregate Account balance determined as of the most recent
                Valuation Date coinciding with or immediately preceding the date
                of
                distribution. Distribution will be made under Section
                5.1.

            


    

     

    
      	
              4.3  

            	
              Benefit
                Upon Death. Upon the death of a Participant prior to Termination
                of Employment, or upon the death of a Terminated Participant prior
                to
                distribution of his or her Vested Aggregate Account, his or her
                Beneficiary will be entitled to the Participant's Vested Aggregate
                Account
                balance

            


    

     

    
      
        
        

      

      
        PAGE
          47

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 

              	
                determined
                  as of the most recent Valuation Date coinciding with or immediately
                  preceding the date of distribution. If any Beneficiary who is living
                  on
                  the date of the Participant's death dies prior to receiving his  her
                  entire death benefit, the portion of such death benefit will be
                  paid in a
                  lump sum to the estate of such deceased Beneficiary. The Administrator's
                  determination that a Participant has died and that a particular
                  person has
                  a right to receive a death benefit will be final. Distribution
                  will be
                  made under Section 5.2.

              


      

       

    

    
      	
              4.4  

            	
              Benefit
                Upon Disability. If a Participant suffers a Disability prior to
                Termination of Employment, or if a Terminated Participant suffers
                a
                Disability prior to distribution of his or her Vested Aggregate Account,
                he or she will be entitled to his or her Vested Aggregate Account
                balance
                determined as of the most recent Valuation Date coinciding with or
                immediately preceding the date of distribution. Distribution will
                be made
                under Section 5.3.

            


    

     

    
      	
              4.5  

            	
              Benefit
                Upon Termination of Employment. A Participant who incurs a
                Termination of Employment will be entitled to his or her Vested Aggregate
                Account balance as of the most recent Valuation Date coinciding with
                or
                immediately preceding the date of distribution. Distribution to a
                Terminated Participant who does not die prior to distribution or
                who does
                not suffer a Disability prior to distribution will be made under
                Section
                5.4.

            


    

     

    
      	
              4.6  

            	
              Determination
                of Vested Interest. A Participant's Vested Interest in his or her
                Participant's Account will be determined in accordance with the following
                provisions:

            


    

     

    
      	
              (a)  

            	
              100%
                Vesting Upon Retirement, Death or Disability. A Participant
                will have a 100% Vested Interest in his or her Participant's Account
                upon
                reaching Normal Retirement Age prior to Termination of Employment.
                If
                elected in the Adoption Agreement, a Participant will also have a
                100%
                Vested Interest therein upon (1) his or her retirement at Early
                Retirement; (2) his or her Disability prior to Termination of Employment;
                or (3) his or her death prior to Termination of
                Employment.

            


    

     

    
      	
              (b)  

            	
              100%
                Vesting of Elective Deferral Accounts and Certain Other
                Accounts. A Participant will at all times have a 100% Vested
                Interest in his or her Elective Deferral Account, ADP Safe Harbor
                Non-Elective Contribution Account, ADP Safe Harbor Matching Contribution
                Account, Qualified Matching Contribution Account Qualified Non-Elective
                Contribution Account, Voluntary Contribution Account, Mandatory
                Contribution Account and Deemed IRA
                Account.

            


    

     

    
      	
              (c)  

            	
              Vesting
                of All Other Contributions. A Participant's Vested Interest
                in all Employer contribution accounts not specified in paragraph
                (b) will
                be determined by the vesting schedule or schedules as elected in
                the
                Adoption Agreement. A Participant's Vested Interest will be based
                on the
                completed Years of Service if Hours of Service are counted for Vesting
                purposes, and 1-Year Periods of Service the Participant has completed
                if
                the elapsed time method is used for Vesting purposes. If elected
                in the
                Adoption Agreement, in determining a Participant's Vested Interest
                under this paragraph, his or her Years of Service or 1-Year Periods
                of
                Service during any period for which the Employer did not maintain
                this
                Plan or a predecessor plan and/or before the date the Participant
                reaches
                Age 18 and/or during any period for which the Participant failed
                to make a
                required mandatory contribution to the Plan will be disregarded.
                For Plan
                Years beginning before 2002, Matching Contributions could be Vested
                according to any Vesting schedule that satisfied Code §411(a)(2) (and Code
                §416(b) if the Plan was top-heavy). The Vesting Schedules available
                in the
                Adoption Agreement are described in more detail
                below.

            


    

     

    
      
        
        

      

      
        PAGE
          48

        
          

        

      

      
        
        

      

    

     

    
      	
              (1)  

            	
              7
                Year Graded

            


    

     

    
      	
              Years/Periods

              of
                Service

            	
              Vested

              Percentage

            
	
              1

            	
              0%

            
	
              2

            	
              0%

            
	
              3

            	
              20%

            
	
              4

            	
              40%

            
	
              5

            	
              60%

            
	
              6

            	
              80%

            
	
              7

            	
              100%

            


    

    


     

    
      	
              (2)  

            	
              6
                Year Graded

            


    

     

    
      	
              Years/Periods

              of
                Service

            	
              Vested

              Percentage

            
	
              1

            	
              0%

            
	
              2

            	
              20%

            
	
              3

            	
              40%

            
	
              4

            	
              60%

            
	
              5

            	
              80%

            
	
              6

            	
              100%

            


    

    


     

    
      	
              (3)  

            	
              20%
                Per Year

            


    

     

    
      	
              Years/Periods

              of
                Service

            	
              Vested

              Percentage

            
	
              1

            	
              20%

            
	
              2

            	
              40%

            
	
              3

            	
              60%

            
	
              4

            	
              80%

            
	
              5

            	
              100%

            


    

     

    
      
        
        

      

      
        PAGE
          49

        
          

        

      

      
        
        

      

    

     

    
      	
              (4)  

            	
              25%
                Per Year

            


    

     

    
      	
              Years/Periods

              of
                Service

            	
              Vested

              Percentage

            
	
              1

            	
              25%

            
	
              2

            	
              50%

            
	
              3

            	
              75%

            
	
              4

            	
              100%

            


    

    


     

    
      	
              (5)  

            	
              33%
                Per Year

            


    

     

    
      	
              Years/Periods

              of
                Service

            	
              Vested

              Percentage

            
	
              1

            	
              33.33%

            
	
              2

            	
              66.66%

            
	
              3

            	
              100.00%

            


    

    


     

    
      	
              (6)  

            	
              50%
                Per Year

            


    

     

    
      	
              Years/Periods

              of
                Service

            	
              Vested

              Percentage

            
	
              1

            	
                          
                50%

            
	
              2

            	
                        
                100%

            


    

    


     

    
      	
              (7)  

            	
              5
                Year Cliff

            


    

     

    
      	
              Years/Periods

              of
                Service

            	
              Vested

              Percentage

            
	
              1

            	
              0%

            
	
              2

            	
              0%

            
	
              3

            	
              0%

            
	
              4

            	
              0%

            
	
              5

            	
              100%

            


    

     

    
      
        
        

      

      
        PAGE
          50

        
          

        

      

      
        
        

      

    

     

    
      	
              (8)  

            	
              3
                Year Cliff

            


    

     

    
      	
              Years/Periods

              of
                Service

            	
              Vested

              Percentage

            
	
              1

            	
              0%

            
	
              2

            	
              0%

            
	
              3

            	
              100%

            


    

    


     

    
      	
              (9)  

            	
              2
                Year Cliff

            


    

     

    
      	
              Years/Periods

              of
                Service

            	
              Vested

              Percentage

            
	
              1

            	
              0%

            
	
              2

            	
              100%

            


    

    


     

    
      	
              (10)  

            	
              1
                Year Cliff

            


    

     

    
      	
              Years/Periods

              of
                Service

            	
              Vested

              Percentage

            
	
              1

            	
              100%

            


    

    


     

    
      	
              (11)  

            	
              Full
                and Immediate. A Participant's Account will be 100% Vested upon
                entering the Plan as a Participant and at all times
                thereafter.

            


    

     

    
      	
              (12)  

            	
              Other.
                A Participant's Account will be Vested in accordance with the schedule
                entered on the Adoption Agreement; provided, however, that any schedule
                entered for a non-Top Heavy Plan Year must be at least as favorable
                as the
                7 Year Graded schedule set forth in subparagraph (1) above, and any
                schedule entered for a Top Heavy Plan Year must be at least as favorable
                as the 6 Year Graded schedule set forth in paragraph (2)
                above.

            


    

     

      

    
      	
                                
                (d)

               

               

               

            	
              Vesting
                in a Top Heavy Plan Year. In a Top Heavy
                Plan Year, a Participant's Vested Interest in all Employer contributions
                allocated to his or her Participant's Account which are subject to
                a
                non-Top Heavy Vesting schedule will be determined by the Top Heavy
                Vesting
                schedule as elected in the Adoption Agreement. If this Plan ceases
                to be
                Top Heavy and the non-Top Heavy Vesting schedule again becomes effective,
                a Participant's Vested Interest as determined under the Top Heavy
                Vesting
                schedule cannot be reduced. Furthermore, any such reversion to the
                non-Top Heavy Vesting schedule will be considered an amendment to
                this
                Section and will be treated in accordance with paragraph (e) below
                pertaining to such amendments. Only those Years/Periods of Service
                which
                are included in determining a Participant’s Vested Interest in a non-Top
                Heavy Plan Year will be included in determining a Participant’s Vested
                Interest in a Top Heavy Plan Year
                hereunder.

            


    

     

    
      	
                                
                (e)

            	
              Amendments
                to the Vesting Schedule. No amendment to the Plan may
                directly or indirectly reduce a Participant's Vested Interest in
                his or
                her Participant's Account. If the 

            


    

     

    
      
        
        

      

      
        PAGE
          51

        
          

        

      

      
        
        

      

    

     

    
      
        	
                  

              	
                Plan
                  is amended in any way that directly or indirectly affects the computation
                  of a Participant's Vested Interest in his or her Participant's
                  Account, or
                  the Plan is deemed amended by an automatic change to or from a
                  Top Heavy
                  Vesting schedule, then the following provisions will
                  apply:

              


      

       

    

    
      	
              (1)  

            	
              Participant
                Election. Any Participant with at least three Years/Periods of
                Service may, by filing a written request with the Administrator,
                elect to
                have the Vested Interest in his or her Participant’s Account computed by
                the Vesting schedule in effect prior to the amendment. A Participant
                who
                fails to make an election will have the Vested Interest computed
                under the
                new schedule. The period in which the election may be made will begin
                on
                the date the amendment is adopted or is deemed to be made and will
                end on
                the latest of (1) 60 days after the amendment is adopted; (2) 60
                days
                after the amendment becomes effective; or (3) 60 days after the
                Participant is issued written notice of the amendment by the Employer
                or
                Administrator.

            


    

     

    
      	
              (2)  

            	
              Preservation
                of Vested Interest. Notwithstanding the foregoing to the
                contrary, if the vesting schedule is amended, then in the case of
                an
                Employee who is a Participant as of the later of the date such amendment
                is adopted or the date it becomes effective, the Vested Interest
                in his or
                her Participant's Account determined as of such date will not be
                less than
                his or her Vested Interest computed under the Plan without regard
                to such
                amendment.

            


    

     

    ARTICLE
      V

     

    DISTRIBUTION
      OF BENEFITS

     

    
      	
              5.1  

            	
              Distribution
                of Benefit Upon Retirement. Unless a cash-out occurs under
                Section 5.5, the retirement benefit
                a

            


    

    Participant
      is entitled to receive under Section 4.1 or 4.2 will be distributed in the
      following manner:

     

    
      	
              (a)  

            	
              Normal
                Form of Distribution in a 401(k) Plan or Profit Sharing
                Plan. A Participant's benefit will be distributed in the
                form elected by the Sponsoring Employer in the Adoption Agreement,
                and if
                the Plan is either a 401(k) Plan or a profit sharing plan, the permitted
                Normal Forms of Distribution are (1) a Qualified Joint and Survivor
                Annuity; (2) a lump sum payment; and (3) substantially equal monthly,
                quarterly, semi-annual or annual cash installments over a period
                certain
                which does not extend beyond the Participant's life, or beyond the
                lives
                of the Participant and his or her designated Beneficiary (or beyond
                the
                life expectancy of the Participant or the joint and last survivor
                expectancy of the Participant and his or her designated
                Beneficiary), in which event the lump sum value of the Participant's
                benefit will either be segregated and separately invested and the
                installments will be paid from the Plan, or a nontransferable immediate
                or
                deferred annuity which is selected by the Employer and which complies
                with
                the terms of the Plan will be purchased from an insurance company
                to
                provide for the installment
                payments.

            


    

     

    
      	
              (b)  

            	
              Normal
                Form of Distribution in a Money Purchase Pension Plan. If
                the Plan is a money purchase pension plan, the Normal Form of Distribution
                is a Qualified Joint and Survivor Annuity if the Participant is married
                on
                the Annuity Starting Date and has not died before such date, and
                as a life
                annuity if the Participant is unmarried on the Annuity Starting Date
                and
                has not died before such date.

            


    

     

    
      	
              (c)  

            	
              Optional
                Forms of Distribution. If elected by the Sponsoring Employer
                in the Adoption Agreement, a Participant may waive the Normal Form
                of
                Distribution and elect to have his or her benefit distributed in
                an
                Optional Form of Distribution. The permitted Optional Forms of
                Distribution are (1) a lump sum payment; (2) substantially equal
                monthly,
                quarterly,

            


    

     

     

    
      
        
        

      

      
        PAGE
          52

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 

              	
                semi-annual
                  or annual cash installments over a period certain which does not
                  extend
                  beyond the Participant's life, or beyond the lives of the Participant
                  and
                  his or her designated Beneficiary (or beyond the life expectancy
                  of the
                  Participant or the joint and last survivor expectancy of the Participant
                  and his or her designated Beneficiary), in which event the lump
                  sum value
                  of the Participant's benefit will either be segregated and separately
                  invested and the installments will be paid from the Plan, or a
                  nontransferable immediate or deferred annuity which is selected
                  by the
                  Employer and which complies with the terms of the Plan will be
                  purchased
                  from an insurance company to provide for the installment payments;
                  (3) a
                  non-transferable annuity which can be purchased from an insurance
                  company
                  and complies with the terms of the Plan; and (4) in designated
                  sums from
                  time to time as elected by the Participant. All Optional Forms
                  of
                  Distribution elected by the Sponsoring Employer are available on
                  a
                  non-discriminatory basis and are not subject to the Administrator's
                  discretion.

              


      

       

    

    
      	
              (d)  

            	
              Partial
                Distributions. If a Participant receives a distribution of
                less than 100% of his or her Vested Aggregate Account balance, the
                Administrator will determine the portion (including zero) of the
                distribution that will be made from each of the Participant's
                sub-accounts, provided that any such determination is made in a uniform
                nondiscriminatory manner.

            


    

     

    
      	
              (e)  

            	
              Time
                of Distribution. Distribution will be made under this
                Section (1) within a reasonable time after the Participant's actual
                retirement at Normal Retirement Date or Early Retirement Date, or
                (2)
                within a reasonable time after the date a Participant who elects
                late
                retirement under Section 4.2 requests payment as permitted thereunder,
                but
                distribution must begin no later than the Required Beginning
                Date.

            


    

     

    
      	
              5.2  

            	
              Distribution
                of Benefit Upon Death. Unless a cash-out occurs under Section
                5.5, the death benefit a deceased Participant's Beneficiary is entitled
                to
                receive under Section 4.3 will be distributed in the following
                manner:

            


    

     

    
      	
              (a)  

            	
              Surviving
                Spouse. If a Participant is married on the date of his or
                her death, the deceased Participant's surviving
                Spouse will be entitled to receive a death benefit determined in
                accordance with the
                following:

            


    

     

    
      	
              (1)  

            	
              Normal
                Form of Distribution Is a Qualified Joint and Survivor Annuity.
                If the Normal Form of Distribution elected under Section 5.1 above
                is a
                Qualified Joint and Survivor Annuity, then notwithstanding any other
                Beneficiary designation made by a Participant, if a Participant is
                married
                on the date of his or her death and dies before the Annuity Starting
                Date,
                the Participant's surviving Spouse will receive a minimum death benefit
                as
                a QPSA unless such annuity has been waived in accordance with the
                terms of Section 5.8, in which event the benefit (and any additional
                death
                benefit to which the surviving Spouse is entitled) will be distributed
                in
                the form elected by the Sponsoring Employer in the Adoption Agreement.
                The
                forms of distribution permitted under the Adoption Agreement are
                (A) a
                lump sum payment; (B) substantially equal monthly, quarterly, semi-annual
                or annual cash installments over a period certain which does not
                extend
                beyond the life of the surviving Spouse (or beyond the life expectancy
                of
                the surviving Spouse), in which event the lump sum value of the
                Participant's benefit will either be segregated and separately invested
                and the installments will be paid from the Plan, or a nontransferable
                immediate or deferred annuity which is selected by the Employer and
                which
                complies with the terms of the Plan will be purchased from an insurance
                company to provide for the installment payments; and (C) in designated
                sums from time to time as elected by the
                Beneficiary.

            


    

     

    
      
        
        

      

      
        PAGE
          53

        
          

        

      

      
        
        

      

    

     

    
      
        	
                (2)  

              	
                Normal
                  Form of Distribution Is Not a Qualified Joint and Survivor
                  Annuity. If the Normal Form of Distribution is not a Qualified
                  Joint and Survivor Annuity, then notwithstanding any other Beneficiary
                  designation made by a Participant, if a Participant is married
                  on the date
                  of his or her death, the deceased Participant's surviving Spouse
                  will be
                  entitled to receive 100% of the deceased Participant's death benefit
                  unless the surviving Spouse has waived that right in accordance
                  with the
                  terms of Section 5.8, in which event the benefit will be distributed
                  to
                  the surviving Spouse in the form elected by the Sponsoring Employer
                  in the
                  Adoption Agreement. The forms of distribution permitted under the
                  Adoption
                  Agreement are (A) a lump sum payment; (B) substantially equal monthly,
                  quarterly, semi-annual or annual cash installments over a period
                  certain
                  which does not extend beyond the life of the surviving Spouse (or
                  beyond
                  the life expectancy of the surviving Spouse), in which event the
                  lump sum
                  value of the Participant's benefit will either be segregated and
                  separately invested and the installments will be paid from the
                  Plan, or a
                  nontransferable immediate or deferred annuity which is selected
                  by the
                  Employer and which complies with the terms of the Plan will be
                  purchased from an insurance company to provide for the installment
                  payments; and (C) in designated sums from time to time as elected
                  by the
                  Beneficiary.

              


      

       

    

    
      	
              (3)  

            	
              Time
                of Distribution. The surviving Spouse may elect to (1) have any
                death benefit to which he or she is entitled distributed within a
                reasonable time after the death of the Participant; or (2) defer
                distribution of the death benefit, but distribution may not be deferred
                beyond December 31st of the calendar year in which the deceased
                Participant would have attained Age
                701⁄2.

            


    

     

    
      	
              (4)  

            	
              Death
                of Surviving Spouse Before Distribution Begins. If the surviving
                Spouse dies before distribution begins, then distribution will be
                made as
                if the surviving Spouse were the Participant. Distribution will be
                considered as having commenced when the deceased Participant would
                have
                reached Age 701⁄2 even if payments have been made to the surviving Spouse
                before that date. If distribution to the surviving Spouse commences
                in the
                form of an irrevocable annuity over a period permitted under paragraph
                (a)
                above before the deceased Participant would have reached Age 701⁄2,
                distribution will be considered as having begun on the actual annuity
                commencement date.

            


    

     

    
      	
              (b)  

            	
              Non-Spouse
                Beneficiary. Any death benefit payable to a non-Spouse
                Beneficiary will be distributed to the Beneficiary in accordance
                with the
                following provisions:

            


    

     

    
      	
              (1)  

            	
              Form
                of Distribution. Any such death benefit will be distributed to
                the Beneficiary in the form elected by the Sponsoring Employer in
                the
                Adoption Agreement. The forms of distribution permitted under the
                Adoption
                Agreement are (A) a lump sum payment; (B) substantially equal monthly,
                quarterly, semi-annual or annual cash installments over a period
                certain
                which does not extend beyond the life of the Beneficiary (or beyond
                the life expectancy of the Beneficiary), in which event the lump
                sum value
                of the Participant's benefit will either be segregated and separately
                invested and the installments will be paid from the Plan, or a
                nontransferable immediate or deferred annuity which is selected by
                the
                Employer and which complies with the terms of the Plan will be purchased
                from an insurance company to provide for the installment payments;
                and (C)
                in designated sums from time to time as elected by
                the Beneficiary.

            


    

     

    
      
        
        

      

      
        PAGE
          54

        
          

        

      

      
        
        

      

    

     

    
      	
              (2)  

            	
              Time
                of Distribution. Any death benefit payable to a non-Spouse
                Beneficiary will be distributed within a reasonable time after the
                death
                of the Participant; but distribution of a lump sum must be made by
                December 31st of the calendar year which contains the 5th anniversary
                of
                the date of the Participant's death, or installments must begin no
                later
                than December 31st of the calendar year immediately following the
                calendar
                year the Participant died.

            


    

     

    
      	
              (c)  

            	
              Distribution
                If the Participant or Other Payee Is In Pay
                Status. If a Participant or Beneficiary who has begun
                receiving distribution of his or her benefit dies before the entire
                benefit is distributed, the balance thereof will be distributed to
                the
                Participant's Beneficiary (or Beneficiary's beneficiary) at least
                as
                rapidly as under the method of distribution being used on the date
                of the
                Participant's or Beneficiary's
                death.

            


    

     

    
      	
              (d)  

            	
              Payments
                to a Beneficiary of a Beneficiary. In the absence of a
                Beneficiary designation or other directive from the deceased Participant
                to the contrary, any Beneficiary may name his or her own Beneficiary
                to
                receive any benefits payable in the event of the Beneficiary's death
                prior
                to receiving the entire death benefit to which the Beneficiary is
                entitled; and if a Beneficiary has not named his or her own Beneficiary,
                the Beneficiary's estate will be the Beneficiary. If any benefit
                is
                payable under this paragraph to a Beneficiary of the deceased
                Participant's Beneficiary or to the estate of the deceased Participant's
                Beneficiary, or to any other Beneficiary or the estate thereof, subject
                to
                the limitations regarding the latest dates for benefit payment in
                paragraphs (a) and (c) above, the Administrator may (1) continue
                to pay
                the remaining value of such benefits in the amount and form already
                commenced, or pay such benefits in any other manner permitted under
                the
                Plan for a Participant or Beneficiary, and (2) if payments have not
                already commenced, pay such benefits in any other manner permitted
                under
                the Plan. Distribution to the Beneficiary of a Beneficiary must begin
                no
                later than the date distribution would have been made to the Participant's
                Beneficiary. The Administrator's determination under this paragraph
                will
                be final and will be applied in a non-discriminatory manner that
                does not
                discriminate in favor of HCEs.

            


    

     

    
      	
              (e)  

            	
              Partial
                Distributions. If a Participant's Beneficiary receives a
                distribution of less than 100% of the Participant's Vested Aggregate
                Account balance, the Administrator will determine the portion (including
                zero) of the distribution that will be made from each of the Participant's
                sub-accounts, provided that any such determination is made in a uniform
                nondiscriminatory manner.

            


    

     

    
      	
              5.3  

            	
              Distribution
                of Benefit Upon Disability. Unless a cash-out occurs under
                Section 5.5, the Disability benefit a Participant is entitled to
                receive
                under Section 4.4 will be distributed in the following
                manner:

            


    

     

    
      	
              (a)  

            	
              Normal
                Form of Distribution in a 401(k) Plan or Profit Sharing
                Plan. A Participant's benefit will be distributed in the
                form elected by the Sponsoring Employer in the Adoption Agreement,
                and if
                the Plan is either a 401(k) Plan or a profit sharing plan, the permitted
                Normal Forms of Distribution are (1) a Qualified Joint and Survivor
                Annuity; (2) a lump sum payment; and (3) substantially equal monthly,
                quarterly, semi-annual or annual cash installments over a period
                certain
                which does not extend beyond the Participant's life, or beyond the
                lives
                of the Participant and his or her designated Beneficiary (or beyond
                the
                life expectancy of the Participant or the joint and last survivor
                expectancy of the Participant and his or her designated Beneficiary),
                in
                which event the lump sum value of the Participant's benefit will
                either be
                segregated and separately invested and the installments will be paid
                from
                the Plan, or a nontransferable immediate or deferred annuity which
                is
                selected by the Employer and which complies with the terms of the
                Plan
                will be purchased from an insurance company to provide for the installment
                payments.

            


    

     

     

    
      
        
        

      

      
        PAGE
          55

        
          

        

      

      
        
        

      

    

     

    
      
        	(b)  	
                
                  Normal
                    Form of Distribution in a Money Purchase Pension
                    Plan. If the Plan is a money purchase pension plan, the
                    Normal Form of Distribution is a Qualified Joint and Survivor
                    Annuity if
                    the Participant is married on the Annuity Starting Date and has
                    not died
                    before such date, and as a life annuity if the Participant is
                    unmarried on
                    the Annuity Starting Date and has not died before such
                    date.

                

              


      

       

    

    
      	
              (c)  

            	
              Optional
                Forms of Distribution. If elected by the Sponsoring Employer
                in the Adoption Agreement, a Participant may waive the Normal Form
                of
                Distribution and elect to have his or her benefit distributed in
                an
                Optional Form of Distribution. The permitted Optional Forms of
                Distribution are (1) a lump sum payment; (2) substantially equal
                monthly,
                quarterly, semi-annual or annual cash installments over a period
                certain which does not extend beyond the Participant's life, or beyond
                the
                lives of the Participant and his or her designated Beneficiary (or
                beyond
                the life expectancy of the Participant or the joint and last survivor
                expectancy of the Participant and his or her designated Beneficiary),
                in
                which event the lump sum value of the Participant's benefit will
                either be
                segregated and separately invested and the installments will be paid
                from
                the Plan, or a nontransferable immediate or deferred annuity which
                is
                selected by the Employer and which complies with the terms of the
                Plan
                will be purchased from an insurance company to provide for the installment
                payments; (3) a non-transferable annuity which can be purchased from
                an
                insurance company and complies with the terms of this Plan; and (4)
                in
                designated sums from time to time as elected by the Participant.
                All
                Optional Forms of Distribution elected by the Sponsoring Employer
                are
                available on a non-discriminatory basis and are not subject to the
                Administrator's discretion.

            


    

     

    
      	
              (d)  

            	
              Partial
                Distributions. If a Participant receives a distribution of
                less than 100% of his or her Vested Aggregate Account balance, the
                Administrator will determine the portion (including zero) of the
                distribution that will be made from each of the Participant's
                sub-accounts, provided that any such determination is made in a uniform
                nondiscriminatory manner.

            


    

     

    
      	
              (e)  

            	
              Time
                of Distribution. Distribution will be made under this
                Section (1) if elected in the Adoption Agreement, within an
                administratively reasonable time after the date on which a Participant
                who
                suffers a Disability Severance from Employment with the Employer
                on
                account of the Disability, but not later than the Participant's Required
                Beginning Date; or (2) if elected in the Adoption Agreement, on the
                date
                distribution is to be made to a Terminated Participant under Section
                5.4

            


    

     

    
      	
              5.4  

            	
              Distribution
                of Benefit Upon Termination of Employment. Unless a cash-out
                occurs under Section 5.5 or a prior distribution has been under Section
                5.2 or 5.3, the benefit a Terminated Participant is entitled to receive
                under Section 4.5 will be distributed in the following
                manner:

            


    

     

    
      	
              (a)  

            	
              Normal
                Form of Distribution in a 401(k) Plan or Profit Sharing
                Plan. A Participant's benefit will be distributed in the
                form elected by the Sponsoring Employer in the Adoption Agreement,
                and if
                the Plan is either a 40 1(k) Plan or a profit sharing plan, the permitted
                Normal Forms of Distribution are (1) a Qualified Joint and Survivor
                Annuity; (2) a lump sum payment; and (3) substantially equal monthly,
                quarterly, semi-annual or annual cash installments over a period
                certain
                which does not extend beyond the Participant's life, or beyond the
                lives
                of the Participant and his or her designated Beneficiary (or beyond
                the
                life expectancy of the Participant or the joint and last survivor
                expectancy of the Participant and his or her designated Beneficiary),
                in
                which event the lump sum value of the Participant's benefit will
                either be
                segregated and separately invested and the installments will be
                paid from the Plan, or a nontransferable immediate or deferred
                annuity which is selected by the Employer and which complies with
                the
                terms of the Plan will be purchased from an insurance company to
                provide
                for the installment payments.

            


    

     

    
      	
              (b)  

            	
              Normal
                Form of Distribution in a Money Purchase Pension
                Plan. If the Plan is a money purchase pension plan, the
                Normal Form of Distribution is a Qualified Joint and Survivor Annuity
                if
                the Participant is married on the Annuity Starting Date and has not
                died
                before such date, and as a life 
                annuity
                  if the Participant is unmarried on the Annuity Starting Date and
                  has not
                  died before such date.

              

            


    

     

    
      
        
        

      

      
        PAGE
          56

        
          

        

      

      
        
        

      

    

     

    
      	
              (c)  

            	
              Optional
                Forms of Distribution. If elected by the Sponsoring Employer
                in the Adoption Agreement, a Participant may waive the Normal Form
                of
                Distribution and elect to have his or her benefit distributed in
                an
                Optional Form of Distribution. The permitted Optional Forms of
                Distribution are (1) a lump sum payment; (2) substantially equal
                monthly,
                quarterly, semi-annual or annual cash installments over a period
                certain
                which does not extend beyond the Participant's life, or beyond the
                lives
                of the Participant and his or her designated Beneficiary (or beyond
                the
                life expectancy of the Participant or the joint and last survivor
                expectancy of the Participant and his or her designated Beneficiary),
                in
                which event the lump sum value of the Participant's benefit will
                either be
                segregated and separately invested and the installments will be paid
                from
                the Plan, or a nontransferable immediate or deferred annuity which
                is
                selected by the Employer and which complies with the terms of the
                Plan
                will be purchased from an insurance company to provide for the installment
                payments; (3) a non-transferable annuity which can be purchased from
                an
                insurance company and complies with the terms of this Plan; and (4)
                in
                designated sums from time to time as elected by the Participant.
                All
                Optional Forms of Distribution elected by the Sponsoring Employer
                are
                available on a non-discriminatory basis and are not subject to the
                Administrator's discretion.

            


    

     

    
      	
              (d)  

            	
              Partial
                Distributions. If a Participant receives a distribution of
                less than 100% of his or her Vested Aggregate Account balance, the
                Administrator will determine the portion (including zero) of the
                distribution that will be made from each of the Participant's
                sub-accounts, provided that any such determination is made in a uniform
                nondiscriminatory manner.

            


    

     

    
      	
              (e)  

            	
              Time
                of Distribution. Distribution will be made under this
                Section at the time as elected in the Adoption Agreement, but not
                later
                than the Participant's Required Beginning
                Date.

            


    

     

    
      	
              5.5  

            	
              Mandatory
                Cash-Out of Benefits. If elected in the Adoption Agreement, the
                Vested Aggregate Account of a Terminated Participant who is entitled
                to a
                distribution under Sections 5.1, 5.2, 5.3 or 5.4 and who satisfies
                the
                requirements of this Section will be distributed without the Participant's
                consent in accordance with the
                following:

            


    

     

    
      	
              (a)  

            	
              General
                Rule. The Administrator can only make a distribution under
                this Section if a Participant's Vested Aggregate Account on the date
                of
                termination does not exceed the amount as elected in the Adoption
                Agreement. Distribution will be made as soon as administratively
                feasible
                after the Participant incurs a Severance from Employment, and any
                portion
                of the Participant's Account which is not Vested will be treated
                as a
                Forfeiture. If a Participant’s Vested Interest in his or her Participant’s
                Account is zero on the date the Participant incurs a Severance from
                Employment, the Participant will be deemed to have received a distribution
                of such Vested Interest on the date of such
                termination.

            


    

     

    
      	
              (b)  

            	
              Later
                Distribution if Account Falls to the Threshold. If a
                Participant would have received a distribution under paragraph (a)
                but for
                the fact that his or her Vested Aggregate Account exceeded the cash-out
                threshold elected in the Adoption Agreement, and if at a later time
                the
                Participant’s Vested Aggregate Account is reduced to an amount not greater
                than such cash-out threshold, the Administrator may distribute such
                remaining amount in a lump sum without the Participant’s consent as soon
                as administratively feasible after the Participant incurs a Severance
                from
                Employment and any portion of the Participant's Account which is
                not
                Vested will be treated as a
                Forfeiture.

            


    

     

    
      	
              (c)  

            	
              Form
                of Distribution. Distribution under this Section will, at
                the election of the Participant, be made in the form of a lump sum
                cash
                payment or as a direct rollover under Section 5.14; provided, however,
                that if the cash-out threshold elected in the Adoption Agreement
                is
                $5,000, then effective March 28, 2005, if the amount to be distributed
                exceeds $1,000 and

            


    

     

    
      
        
        

      

      
        PAGE
          57

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 

              	
                the
                  Participant fails to elect either a lump sum cash payment or a
                  direct
                  rollover as described in the preceding sentence, then the distribution
                  will be made in the form of a direct rollover to an individual
                  retirement
                  account (IRA) within the meaning of Code §408 which is established by the
                  Administrator at a qualified financial institution. In establishing
                  the
                  IRA, the Administrator will select an IRA trustee, custodian or
                  issuer that is unrelated to the Employer or the Administrator and
                  will make the initial investment choices for the IRA. Any such
                  automatic
                  rollover will occur not less than 30 days and not more than 90
                  days after
                  the Code §402(f) notice with the explanation of the automatic rollover is
                  provided to the Participant.

              


      

       

    

    
      	
              5.6  

            	
              Restrictions
                on Immediate Distributions. If a Participant's Vested Aggregate
                Account balance exceeds the amount set forth in paragraph (a) of
                this
                Section and is immediately distributable, such account can only be
                distributed in accordance with the following
                provisions:

            


    

     

    
      	
              (a)  

            	
              General
                Rule. If a Participant's Vested Aggregate Account balance
                (determined before taking into account the Participant's Voluntary
                Employee Contributions Account, Deductible Employee Contribution
                Account,
                and Rollover Account) exceeds $5,000, or if there are remaining payments
                to be made with respect to a particular distribution option that
                previously commenced, and if such amount is immediately distributable
                the
                Participant (and if the Plan is a money purchase pension plan or the
                Normal Form of Distribution as elected in the Adoption Agreement
                is a
                Qualified Joint and Survivor Annuity if married and a life annuity
                if
                unmarried, the Participant's Spouse (or where either the Participant
                or
                Spouse has died, the survivor)), must consent to any distribution
                of such
                amount. Any portion of the Participant's Account which is not Vested
                will
                be treated as a Forfeiture. If less than the entire Vested Aggregate
                Account is distributed, the part of the non-Vested portion that will
                be
                treated as a Forfeiture is the total non-Vested portion multiplied
                by a
                fraction, the numerator of which is the amount of the distribution
                attributable to Employer contributions and the denominator of which
                is the
                total value of the Participant’s Vested
                Account.

            


    

     

    
      	
              (b)  

            	
              Definition
                of Immediately Distributable. A Participant’s benefit is
                immediately distributable if any part it could be distributed to
                the
                Participant (or the Participant’s surviving Spouse) before the Participant
                reaches (or would have reached if not deceased) the later of his
                or her
                Normal Retirement Age or Age 62.

            


    

     

    
      	
              (c)  

            	
              General
                Consent Requirement. The consent of the Participant (and if
                the Normal Form of Distribution under the Adoption Agreement is a
                Qualified Joint and Survivor Annuity (or where either the Participant
                or
                the Participant’s Spouse has died, the survivor)) to any benefit that is
                immediately distributable must be obtained in writing within the
                90-day
                period ending on the Annuity Starting Date. However, only the Participant
                must consent to the distribution of a Qualified Joint and Survivor
                Annuity
                while the benefit is immediately distributable; and neither the
                Participant, nor, if the Normal Form of Distribution under the Adoption
                Agreement is a Qualified Joint and Survivor Annuity, the Participant’s
                Spouse, if any, will be required to consent to a distribution that
                is
                required by Code §401(a)(9) or
§415.

            


    

     

    
      	
              (d)  

            	
              Notification
                Requirement. The Administrator must notify the Participant
                (and if the Normal Form of Distribution, the Participant’s Spouse) of the
                right to defer any distribution until it is no longer immediately
                distributable. Notification will include a general explanation of
                the
                material features and relative values of the optional forms of benefit
                available in a manner that would satisfy the notice requirements
                of Code
                §417(a)(3); and will be provided no less than 30 days or more than
                90 days
                prior to the Annuity Starting Date. However, distribution of a
                Participant's benefit may begin less than 30 days after the notice
                described herein is given if (1) the Administrator clearly informs
                the
                Participant that the Participant has a right to a period of at least
                30
                days after receiving notice to consider the decision of whether or
                not to
                elect a distribution; (2) the Participant, after receiving the
                notice,

            


    

     

    
      
        
        

      

      
        PAGE
          58

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 

              	
                affirmatively
                  elects a distribution or a particular distribution option; and
                  (3) if the
                  Normal Form of Distribution under the Adoption Agreement is a Qualified
                  Joint and Survivor Annuity , the Participant does not revoke the
                  election
                  at any time prior to the expiration of the 7-day period that begins
                  on the
                  date the notice is given.

              


      

       

    

    
      	
              (e)  

            	
              Consent
                Not Needed on Plan Termination. If upon Plan termination
                neither the Employer nor an Affiliated Employer maintains another
                defined
                contribution plan other than an employee stock ownership plan (ESOP)
                as
                defined in Code §4975(e)(7), the Participant's benefit will, without the
                Participant's consent, be distributed to the Participant. If the
                Employer
                or an Affiliated Employer maintains another defined contribution
                plan
                other than an ESOP, the Participant's benefit will, without the
                Participant's consent, be transferred to the other plan if the Participant
                does not consent to an immediate distribution under this Section.
                Notwithstanding the foregoing, if the "normal" of distribution under
                the
                Adoption Agreement is a Qualified Joint and Survivor Annuity if married
                and a life annuity, this paragraph will not apply if the Plan, upon
                termination, offers an annuity option purchased from a commercial
                provider.

            


    

     

    
      	
              5.7  

                

            	
              Accounts
                of Rehired Participants. If a Participant who does not have a
                100% Vested Interest in his or her Participant’s Account incurs a
                Severance from Employment with the Employer and receives (or is deemed
                to
                have received) a distribution of such Vested Interest from the Plan,
                then
                upon subsequent reemployment with the Employer, his or her Participant's
                Account will be administered in accordance with the following
                provisions:

            


    

     

    
      	
              (a)  

            	
              Reemployment
                of a Participant After 5 Consecutive Breaks in
                Service. If the Participant is reemployed by the Employer
                after incurring five consecutive Breaks in Service, that portion,
                if any,
                of his or her Participant’s Account which was (or was deemed to be) a
                Forfeiture will be permanently forfeited under the terms of this
                Plan.

            


    

     

    
      	
              (b)  

            	
              Reemployment
                of a Non-Vested Participant Before 5 Consecutive Breaks in
                Service. If the Participant is reemployed by the Employer
                before incurring five consecutive Breaks in Service, and if upon
                the prior
                termination of employment the Participant’s Vested Interest in his or her
                Participant's Account was zero and such Participant was deemed to
                have
                received a distribution of such Vested Interest before the date on
                which
                he or she would have incurred five consecutive Breaks in Service,
                then
                such Participant’s Account balance attributable to Employer contributions
                will upon such reemployment be restored to the amount on the date
                of the
                deemed distribution.

            


    

     

    
      	
              (c)  

            	
              Reemployment
                of a Vested Participant Before 5 Consecutive Breaks in
                Service. If the Participant is reemployed by the Employer
                before incurring five consecutive Breaks in Service, and if upon
                the prior
                termination of employment the Participant had a Vested Interest in
                his or
                her Participant's Account but such Vested Interest was less than
                a 100%
                Vested Interest, then the following provisions will
                apply:

            


    

     

    
      	
              (1)  

            	
              No
                Forfeiture Has Occurred. If the portion of the Participant's
                Account which was not Vested has not been forfeited, a separate account
                will be established for the Participant's Account at the time of
                distribution, and at any relevant time the Participant's Vested Interest
                in the separate account will be an amount ("X") determined by this
                formula: X = P(AB + (R x D)) - R x D). In applying the formula, "P"
                is the
                Vested Interest at the relevant time, "AB" is the respective account
                balance at the relevant time, "D" is the amount of the distribution,
                and
                "R" is the ratio of the respective account balance at the relevant
                time to
                the respective account balance after the
                distribution.

            


    

     

    
      	
              (2)  

            	
              Forfeiture
                Has Occurred. If the portion of the
                Participant's Account which was not Vested has been forfeited, such
                Participant’s Account balance will

            


    

     

    
      
        
        

      

      
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          59

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 

              	
                be
                  restored to the amount on the date of distribution, as elected
                  in the
                  Adoption Agreement, either (1) by the Participant repaying to the
                  Plan the
                  full amount of the distribution which was attributable to Employer
                  contributions, provided such repayment is made before the earlier
                  of five
                  years after the first date on which the Participant is subsequently
                  reemployed by the Employer or the date on which the Participant
                  incurs
                  five consecutive Breaks in Service (or Periods of Severance) following
                  the
                  date of distribution; or (2) by first using Forfeitures for such
                  Plan Year
                  to restore the Account and, if such Forfeitures are insufficient
                  to
                  restore the Account, by the Employer making a special contribution
                  to the
                  Plan to the extent necessary to restore such
                  Account.

              


      

       

    

    
      	
              5.8  

            	
              Spousal
                Consent Requirements. If the Normal Form of Distribution under
                the Adoption Agreement elected under the Adoption Agreement is not
                a
                Qualified Joint and Survivor Annuity, a surviving Spouse's election
                not to
                receive a death benefit under Section 5.2 will not be effective unless
                (1)
                the election is in writing; (2) the election designates a specific
                Beneficiary or form of benefit which may not be changed without spousal
                consent (or the Spouse's consent expressly permits designations by
                the
                Participant without any requirement of further spousal consent);
                and (3)
                the Spouse's consent acknowledges the effect of the election and
                is
                witnessed by the Administrator or a notary public. If the Normal
                Form of
                Distribution elected under the Adoption Agreement is a Qualified
                Joint and
                Survivor Annuity, a married Participant's election not to receive
                a
                Qualified Joint and Survivor Annuity (QJSA) or a Qualified Preretirement
                Survivor Annuity (QPSA), or an unmarried Participant's election not
                to
                receive a life annuity, must be made in accordance with the following
                provisions:

            


    

     

    
      	
              (a)  

            	
              Election
                Not to Receive a QJSA. A married Participant's election not
                to receive a Qualified Joint and Survivor Annuity, or an unmarried
                Participant's election not to receive a life annuity, must be in
                writing
                and must be made during the 90-day period ending on the Annuity Starting
                Date. The election may be revoked in writing and a new election made
                any
                time and any number of times during the election
                period.

            


    

     

    
      	
              (b)  

            	
              Election
                Not to Receive a QPSA. A married Participant's election not
                to receive a Qualified Preretirement Survivor Annuity must be in
                writing
                and must be made during an election period beginning on the first
                day of
                the Plan Year in which the Participant reaches Age 35 and ending
                on the
                date of his or her death. The election may be revoked in writing
                and a new
                election made at any time and any number of times during the election
                period. A Terminated Participant's election period concerning his
                or her
                Vested Aggregate Account before his termination will not begin later
                than
                such date.

            


    

     

    
      	
              (c)  

            	
              Special
                Pre-Age 35 QPSA Election. A Participant who has not yet
                reached Age 35 as of the end of any current Plan Year may make a
                special
                election not to receive a Qualified Preretirement Survivor Annuity
                for the
                period beginning on the date of such election and ending on the first
                day
                of the Plan Year in which such Participant reaches Age 35. This election
                will not be valid unless the Participant receives the same written
                explanation of the Qualified Preretirement Survivor Annuity as described
                in paragraph (d) below. Qualified Preretirement Survivor Annuity
                coverage
                will be automatically reinstated as of the first day of the Plan
                Year in
                which the Participant reaches Age 35. Any new election on or after
                such
                date will be subject to the full requirements of this Section
                5.8.

            


    

     

    
      	
              (d)  

            	
              Required
                Written Explanation. In connection with an election not to
                receive a Qualified Joint and Survivor Annuity, the Administrator
                will, no
                less than 30 days and no more than 90 days prior to the Annuity Starting
                Date, provide the Participant with a written explanation of the terms
                and
                conditions of the Qualified Joint and Survivor Annuity; the Participant's
                right to make (and the effect of) an election to waive the Qualified
                Joint
                and Survivor Annuity; the rights of the Participant's Spouse; and
                the
                right of the Participant to revoke such election (and the effect
                thereof).
                In connection with an election not to receive
                a

            


    

     

    
      
        
        

      

      
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          60

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 

              	
                Qualified
                  Preretirement Survivor Annuity, the Administrator will provide
                  each
                  Participant within the Applicable Period as defined in paragraph
                  (e) with
                  a written explanation of the Qualified Preretirement Survivor Annuity
                  in
                  such terms and in such manner as would be comparable to the written
                  explanation applicable to a Qualified Joint and Survivor Annuity
                  as set
                  forth herein.

              


      

       

    

    
      	
              (e)  

            	
              Applicable
                Period. The Applicable Period for a Participant is whichever
                of the following periods ends last: (1) the period beginning with
                the
                first day of the Plan Year in which the Participant attains Age 32
                and
                ending with the close of the Plan Year preceding the Plan Year in
                which
                the Participant attains Age 35; (2) a reasonable period after the
                individual becomes a Participant; (3) a reasonable period ending
                after
                Code §401(a)(11) ceases to apply to the Participant; or (4) a reasonable
                period ending after Code §417(a)(5) ceases to apply to the Participant. A
                reasonable period means the end of the two year period beginning
                one year
                prior to the date the applicable event occurs, and ending one year
                after
                that date.

            


    

     

    
      	
              (f)  

            	
              Participants
                Who Terminate Before Age 35. In the case of a Participant
                who separates from service before the Plan Year in which the Participant
                reaches Age 35, the notice required under paragraph (d) will be provided
                within the two year period beginning one year prior to separation
                from
                service and ending one year after such separation. If such Participant
                thereafter returns to employment with the Employer, the Applicable
                Period for such Participant will be
                redetermined.

            


    

     

    
      	
              (g)  

            	
              Elections
                Must Have Spousal Consent. A Participant's election not to
                receive a Qualified Joint and Survivor Annuity or a Participant's
                election
                not to receive a Qualified Preretirement Survivor Annuity will not
                be
                effective (1) unless the Participant's Spouse consents in writing
                to the
                election; (2) unless the election designates a specific Beneficiary
                (or
                form of benefit) which may not be changed without spousal consent
                (or the
                consent of the Spouse expressly permits designations by the Participant
                without any requirement of further spousal consent); and (3) unless
                the
                Spouse's consent acknowledges the effect of the election and is witnessed
                by the Administrator or a notary
                public.

            


    

     

    
      	
              (h)  

            	
              Additional
                Requirements For Spousal Consent. Notwithstanding paragraph
                (g), a Spouse's consent will not be required if there is no Spouse
                or if
                the Spouse cannot be located, or if there are other circumstances
                (as set
                forth in the Code) present which preclude the necessity of such Spouse's
                consent. Any consent by a Participant's Spouse (or establishment
                that
                consent cannot be obtained) will be effective only with respect to
                such
                Spouse. A consent that permits designations by the Participant without
                any
                requirement of further spousal consent must acknowledge that the
                Spouse
                has the right to limit consent to a specific Beneficiary, and a specific
                form of benefit where applicable, and that the Spouse voluntarily
                elects
                to relinquish either or both of such rights. A revocation of a prior
                election may be made by a Participant without the Spouse's consent
                at any
                time before benefits begin. No consent obtained under paragraph (g)
                will
                be valid unless the Participant has received notice as provided in
                paragraph (d).

            


    

     

    
      	
              5.9  

            	
              Application
                of Code §401(a)(9). All distributions from the Plan will be
                determined and made in accordance with the final and temporary regulations
                issued by the Internal Revenue Service under Code §401(a)(9) on April 17,
                2002. Pursuant to those regulations, all distributions will be determined
                in accordance with the following:

            


    

     

    
      	
              (a)  

            	
              General
                Rules. All distributions under this section will be made in
                accordance with the following general rules: (1) the requirements
                of this
                section will take precedence over any inconsistent provisions of
                the Plan
                and any prior Plan amendments; (2) all distributions required under
                this
                section will be determined and made in accordance with regulations
                promulgated by the Internal Revenue Service under Code §401(a)(9); and (3)
                notwithstanding the other provisions of this section to the contrary,
                distributions may be

            


    

     

    
      
        
        

      

      
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          61

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 

              	
                made
                  under a designation made before January 1, 1984 in accordance with
                  §242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA)
                  and the
                  provisions of the Plan that relate
                  thereto.

              


      

       

    

    
      	
              (b)  

            	
              Time
                and Manner of Distribution. The Participant’s entire
                interest will be distributed, or begin to be distributed, to the
                Participant no later than the Participant’s Required Beginning Date,
                subject to the following provisions regarding the time and manner
                of
                distribution:

            


    

     

    
      	
              (1)  

            	
              Death
                of Participant Before Distributions Begin. If the Participant
                dies before distribution begins, his or her entire interest will
                be
                distributed (or begin to be distributed) not later than as
                follows:

            


    

     

    
      	
              (A)  

            	
              The
                Surviving Spouse Is the Sole Designated Beneficiary. If the
                Participant's surviving Spouse is the sole designated Beneficiary,
                then
                subject to subparagraph (D) below, distributions to the surviving
                Spouse
                will begin by (1) December 31 of the calendar year immediately following
                the calendar year in which the Participant died, or (2) December
                31 of the
                calendar year in which the Participant would have attained age 701⁄2, if
                later. If the surviving Spouse subsequently dies before distributions
                to
                the surviving Spouse begin under this subparagraph, this entire paragraph
                (b), other than the preceding clause of this subparagraph (A), will
                apply
                as if the surviving Spouse were the
                Participant.

            


    

     

    
      	
              (B)  

            	
              The
                Surviving Spouse Is Not the Sole Designated
                Beneficiary. If the Participant’s surviving
                Spouse is not the sole designated Beneficiary, then subject to
                subparagraph (D) below, 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)  

            	
              There
                Is No Designated Beneficiary. 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)  

            	
              Alternative
                Distribution Date. If the Participant dies before
                distributions begin and there is a designated Beneficiary, distribution
                to
                the designated Beneficiary is not required to begin by the date specified
                in subparagraphs (A) and (B) above provided the Participant’s entire
                interest in the Plan is distributed to the designated Beneficiary
                by
                December 31st of the calendar year containing the fifth anniversary
                of the
                Participant's death. In addition, a designated Beneficiary who is
                receiving payments under this five year rule may make a new election
                to
                receive payments under the Life Expectancy rule until December 31,
                2003,
                provided that all amounts that would have been required to be distributed
                under the Life Expectancy rule for all Distribution Calendar Years
                before
                2004 are distributed by the earlier of December 31, 2003 or the end
                of the
                five year period.

            


    

     

    
      	
              (2)  

            	
              Date
                Distributions Are Deemed To Begin. For purposes of this paragraph
                (b) and paragraph (d) below, unless subparagraph (1)(A)(ii) above
                applies,
                distributions are considered to begin on the Participant’s Required
                Beginning Date. If subparagraph (1)(A)(ii) applies, distributions
                are
                considered to begin on the date distributions are required to begin
                to the
                surviving Spouse under subparagraph (1)(A)(i) above. If distributions
                under an annuity purchased from an insurance company irrevocably
                commence
                to the Participant before the Participant’s Required Beginning
                

            


    

     

     

    
      
        
        

      

      
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          62

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 

              	
                Date
                  (or to the Participant’s surviving Spouse before the date distributions
                  are required to begin to the surviving Spouse under subparagraph
                  (1)(A)(i)), the date distributions are considered to begin is the
                  date
                  distributions actually commence.

              


      

       

    

    
      	
              (3)  

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

            


    

     

    
      	
              (c)  

            	
              Required
                Minimum Distributions During the
                Participant’s
                Lifetime. The amount of a required minimum distribution
                during a Participant's lifetime will be determined as
                follows:

            


    

     

    
      	
              (1)  

            	
              Amount
                of Required Distribution for Each Distribution Calendar
                Year. During the Participant’s lifetime, the minimum amount that
                will be distributed each Distribution Calendar Year is the lesser
                of (1)
                the quotient obtained by dividing the Participant's Account Balance
                by the
                distribution period in the Uniform Lifetime Table in §1.401(a)(9)-9 of the
                IRS regulations, using the Participant’s age as of his or her birthday in
                the Distribution Calendar Year; or (2) 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
                in
                §1.401(a)(9)-9 of the IRS regulations, using the Participant’s and
                Spouse’s attained ages as of the Participant’s and Spouse’s birthdays in
                the Distribution Calendar Year.

            


    

     

    
      	
              (2)  

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

            


    

     

    
      	
              (d)  

            	
              Required
                Minimum Distributions After the
                Participant’s Death If Death Occurs On
                or After the Date Distribution Begins. The amount of a
                required minimum distribution if a Participant dies on or after the
                date
                distribution begins will be determined as
                follows:

            


    

     

    
      	
              (1)  

            	
              Participant
                Survived by Designated Beneficiary. If the Participant dies on or
                after the date distributions begin and there is a designated Beneficiary,
                the minimum amount that will be distributed 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
                designated Beneficiary, determined as follows: (1) the Participant’s
                remaining Life Expectancy is calculated using the age of the Participant
                in the year of death, reduced by one for each subsequent year; (2)
                if the
                Participant’s surviving Spouse is the sole designated Beneficiary, the
                remaining Life Expectancy of the 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 

            


    

     

    
      
        
        

      

      
        PAGE
          63

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 

              	
                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; and (3) if the Participant’s surviving Spouse is not the
                  Participant’s sole designated Beneficiary, the designated Beneficiary’s
                  remaining Life Expectancy is calculated using the age of the Beneficiary
                  in the year following the year of the Participant’s death, reduced by one
                  for each subsequent year.

              


      

       

    

    
      	
              (2)  

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

            


    

     

    
      	
              (e)  

            	
              Required
                Minimum Distributions After the
                Participant’s Death If Death Occurs
                Before the Date Distribution Begins. The
                amount of a required minimum distribution if a Participant dies before
                the
                date distribution begins will be determined as
                follows:

            


    

     

    
      	
              (1)  

            	
              Participant
                Survived by Designated Beneficiary. If the Participant dies
                before the date distributions begin and there is a designated Beneficiary,
                the minimum amount that will be distributed for each Distribution
                Calendar
                Year after the year of the Participant’s death is the quotient obtained by
                dividing the Participant's Account Balance by the remaining Life
                Expectancy of the Participant’s designated Beneficiary, as determined
                under paragraph (d) above.

            


    

     

    
      	
              (2)  

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

            


    

     

    
      	
              (3)  

            	
              Death
                of Surviving Spouse Before Distributions to Surviving
                Spouse Are Required to Begin. If the Participant dies before the
                date distributions begin, the Participant’s surviving Spouse is the
                Participant's sole designated Beneficiary, and the surviving Spouse
                dies
                before distributions are required to begin to the surviving Spouse
                under
                paragraph (b)(1)(A)(1) above, then this paragraph (e) will apply
                as if the
                surviving Spouse were the
                Participant.

            


    

     

    
      	
              (f)  

            	
              Definitions. In
                applying the terms of this section, the following definitions will
                apply:

            


    

     

    
      	
              (1)  

            	
              Designated
                Beneficiary. "Beneficiary" means the Beneficiary designated by
                the Participant is the designated Beneficiary under Code §401(a)(9) and
                §1.401(a)(9)-1, Q&A-4 of the Internal Revenue Service
                regulations.

            


    

     

    
      	
              (2)  

            	
              Distribution
                Calendar Year. "Distribution Calendar Year" means a calendar year
                for which a minimum distribution is required. For distributions beginning
                before the Participant’s death, the first Distribution Calendar Year is
                the calendar year immediately preceding the calendar year containing
                the
                Participant's Required Beginning Date. For distributions beginning
                after
                the Participant’s death, the first Distribution Calendar Year is the
                calendar year in which distributions are required to
                

            


    

     

    
      
        
        

      

      
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          64

        
          

        

      

      
        
        

      

    

     

    
      
        	
                  

              	
                begin
                  under paragraph (b). 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 any other Distribution Calendar Year, 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.

              


      

       

    

    
      	
              (3)  

            	
              Life
                expectancy. "Life Expectancy" means life expectancy as computed
                by use of the Single Life Table in IRS regulation
                §1.401(a)(9)-9.

            


    

     

    
      	
              (4)  

            	
              Participant’s
                Account Balance. "Participant's Account Balance" means the
                Account balance as of the last Valuation Date in the calendar year
                immediately preceding the Distribution Calendar Year (valuation calendar
                year) increased by the amount of any contributions made and allocated
                or
                forfeitures allocated to the Account 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.

            


    

     

    
      	
              5.10  

            	
              Statutory
                Commencement of Benefits. Unless the Participant otherwise
                elects, distribution of a Participant's benefit must begin no later
                than
                the 60th day after the latest of the close of the Plan Year in which
                the
                Participant (1) reaches the earlier of Age 65 or Normal Retirement
                Age;
                (2) reaches the 10th anniversary of the year he or she began Plan
                participation; or (3) terminates service with the Employer. However,
                the
                failure of a Participant and the Participant's Spouse to consent
                to a
                distribution while a benefit is immediately distributable within
                the
                meaning of Section 5.6 will be deemed to be an election to defer
                commencement of payment of any benefit sufficient to satisfy this
                Section.
                In addition, if this Plan provides for early retirement, a Participant
                who
                satisfied the service requirement for early retirement prior to
                Termination of Employment will be entitled to receive his or her
                Vested
                Aggregate Account balance, if any, upon satisfaction of the age
                requirement for early retirement.

            


    

     

    
      	
              5.11  

            	
              Earnings
                Before Benefit Distribution. As of the Valuation Date coinciding
                with or next following the date a Participant Severance from Employment
                with the Employer for any reason, the Administrator will, until a
                distribution is made to the Participant or the Participant's Beneficiary
                in accordance with Sections 5.1, 5.2, 5.3, 5.4 or 5.5, direct the
                Trustee
                in a uniform nondiscriminatory manner to either (1) invest the
                Participant's Vested Aggregate Account balance determined as of such
                Valuation Date in a separate interest bearing account; or (2) leave
                the
                Participant's Vested Aggregate Account balance as part of the general
                Trust Fund, in which case such account will either (1) share in the
                allocation of net earnings and losses under Section 3.3(a), or (2)
                be
                granted interest at a rate consistent with the interest bearing
                investments of the Trust Fund.

            


    

     

    
      	
              5.12  

            	
              Distribution
                in the Event of Legal Incapacity. If any person entitled to
                benefits (the "Payee") suffers from a Disability or is under any
                legal
                incapacity, payments may be made in one or more of the following
                ways as
                directed by the Administrator: (1) to the Payee directly; (2) to
                the
                guardian or legal representative of the Payee's person or estate;
                (3) to a
                relative of the Payee, to be expended for the Payee's benefit; or
                (4) to
                the custodian of the Payee under any Uniform Transfers to Minors
                Act or
                Uniform Gifts to Minors Act. The Administrator's determination of
                minority
                or incapacity will be final.

            


    

     

    
      	
              5.13  

            	
              Missing
                Payees and Unclaimed Benefits. With respect to any person who has
                not claimed any Plan benefit (the "missing payee") to which he or
                she is
                entitled, and with respect to any person who has not satisfied the
                administrative requirements for a benefit payment to which he or
                she is
                entitled,

            


    

     

    
      
        
        

      

      
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          65

        
          

        

      

      
        
        

      

    

     

    
      
        	
                  

              	
                the
                  Administrator may elect to either (1) to segregate the benefit
                  into an
                  interest bearing account maintained under the Plan, in which event
                  an
                  annual maintenance fee as may be set from time to time in a written
                  administrative policy established by the Sponsor may be assessed
                  against
                  the segregated account; (2) subject to a written administrative
                  policy
                  established by the Sponsor, distribute the benefit at any time
                  in any
                  manner which is sanctioned by the Internal Revenue Service and
                  the
                  Department of Labor; or (3) treat the entire benefit as a Forfeiture,
                  provided the forfeited benefit will be restored if the missing
                  payee is
                  subsequently located. The Administrator, on a case by case basis,
                  may
                  elect to restore the benefit by the use of earnings from non-segregated
                  Trust Fund assets, by the use of Employer contributions, by the
                  use of
                  unallocated Forfeitures (if any), or by any combination thereof.
                  If a
                  payee whose benefit has been forfeited under paragraph (a) is located,
                  or
                  if a payee whose benefit has been forfeited under clause (3) above
                  for
                  failure to satisfy the administrative requirements for benefit
                  payment
                  subsequently satisfies the administrative requirements for benefit
                  payment
                  and claims his or her benefit, and if the Plan has not terminated
                  (or if
                  the Plan has, all benefits have not yet been paid), then the benefit
                  will
                  be restored. The Administrator, on a case by case basis, may elect
                  to
                  restore the benefit by the use of earnings from non-segregated
                  Trust Fund
                  assets, by the use of Employer contributions, by the use of unallocated
                  Forfeitures (if any), or by any combination thereof. However, if
                  such
                  missing payee has not been located by the time the Plan terminates
                  and all
                  benefits have been distributed therefrom, the Forfeiture of such
                  unpaid
                  benefit will be irrevocable.

              


      

       

    

    
      	
              5.14  

            	
              Direct
                Rollovers. A distributee may elect to have all or any portion of
                an eligible rollover distribution paid directly to an eligible retirement
                plan specified by the distributee in a direct rollover, which is
                a payment
                by the Plan to the eligible retirement plan specified by the
                distributee.

            


    

     

    
      	
              (a)  

            	
              Eligible
                Rollover Distribution. For purposes of this Section, an
                eligible rollover distribution is any distribution of all or any
                portion
                of the balance to the credit of the distributee, except that an eligible
                rollover distribution does not include (1) any distribution that
                is one of
                a series of substantially equal periodic payments (not less frequently
                than annually) made for the life (or life expectancy) of the distributee
                or the joint lives (or joint life expectancies) of the distributee
                and the
                distributee's designated beneficiary, or for a specified period of
                ten
                years or more; (2) any distribution to the extent such distribution
                is
                required under Code §401(a)(9); (3) the portion of any distribution that
                is not includible in gross income (determined without regard to the
                exclusion for net unrealized appreciation with respect to Employer
                securities); and (4) the portion of any distribution made on or after
                January 1, 2000 which is attributable to a hardship distribution
                described
                in Code §401(k)(2)(B)(i)(IV).

            


    

     

    
      	
              (b)  

            	
              Treatment
                of Distributions Which Include Voluntary Employee
                Contributions. For purposes of paragraph (a) (and only for
                Plan Years beginning on or after January 1, 2002), an eligible rollover
                distribution may include Voluntary Employee Contributions which are
                not
                includible in gross income; but the portion of an eligible rollover
                distribution which is attributable to Voluntary Employee Contributions
                can
                be paid only to an individual retirement account or annuity described
                in
                Code §408(a) or (b), or to a qualified defined contribution plan described
                in Code §401(a) or §403(a) that agrees to separately account for amounts
                so transferred, including separately accounting for the portion of
                such
                distribution which is includible in gross income and the portion of
                such distribution which is not so includible. Furthermore, in accordance
                with the Job Creation and Worker Assistance Act of 2002, when a
                distribution includes Voluntary Employee Contributions which are
                not
                includible in gross income, the amount that is rolled over will first
                be
                attributed to amounts includible in gross
                income.

            


    

     

    
      	
              (c)  

            	
              Eligible
                Retirement Plan. For Plan Years beginning on or after
                January 1, 2002, an eligible retirement plan is one of the following
                that
                accepts an eligible rollover distribution: (1) an individual retirement
                account described in Code §408(a); (2) an individual retirement annuity
                described in Code §408(b); (3) an annuity plan described in Code §403(a);
                (4) an annuity contract described in Code §403(b); (5) a qualified trust
                described in Code §401(a); 

            


    

     

    
      
        
        

      

      
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          66

        
          

        

      

      
        
        

      

    

     

    
      
        	
                  

              	
                or
                  (6) a plan under Code §457(b) which is maintained by a state, political
                  subdivision of a state, or any agency or instrumentality of a state
                  or
                  political subdivision of a state and which agrees to separately
                  account
                  for amounts transferred thereto from this
                  Plan.

              


      

       

    

    
      	
              (d)  

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

            


    

     

    
      	
              5.15  

            	
              Distribution
                of Property. The determination to pay all or a part of a lump sum
                shall be made by the Administrator in its sole discretion applied
                in a
                nondiscriminatory manner that does not discriminate in favor of HCEs;
                except that if this is an amended or restated Plan, the payee will
                have
                the right to elect a full or partial distribution in property within
                the
                period described in Section 9.1(e) if the Plan as in effect one day
                prior
                to this amendment or restatement provided for a property distribution
                at
                the payee's option.

            


    

     

    
      	
              5.16  

            	
              Financial
                Hardship Distributions. If the Plan is a profit sharing plan or a
                401(k) plan, and if elected by the Sponsoring Employer in the Adoption
                Agreement, a Participant who is still an Employee may request in
                writing
                to the Administrator that up to the percentage of the Participant's
                accounts as elected by the Sponsoring Employer in the Adoption Agreement
                be distributed to the Participant because of his or her immediate
                and
                heavy financial hardship. Any such distribution will be made in accordance
                with the provisions of a written administrative policy regarding
                financial
                hardship distributions. Any such distribution will also be subject
                to any
                applicable spousal consent requirements set forth in Section 5.8
                of the
                Basic Plan. If the Plan is a 401(k) Plan, any distribution under
                this
                Section of a Participant's Elective Deferrals will include any earnings
                credited thereto as of the later of December 31, 1988 and the end
                of the
                last Plan Year ending before July 1,
                1989.

            


    

     

    
      	
              5.17  

            	
              In-Service
                Distributions. If the Plan is a profit sharing plan or a 401(k)
                plan, and if elected in the Adoption Agreement, and subject to the
                minimum
                Age and/or Service and/or participation requirements elected in the
                Adoption Agreement, a Participant who is still an Employee may request
                in
                writing to the Administrator that up to 100% of the Participant's
                Vested
                Interest in the accounts elected by the Sponsoring Employer in the
                Adoption Agreement be distributed to the Participant, subject to
                the
                following provisions:

            


    

     

    
      	
              (a)  

            	
              Amount
                and Form of Distribution. The amount of a Participant's
                Vested Interest for distribution under this Section will be determined
                as
                of the Valuation Date which coincides with or immediately precedes
                the
                date of distribution. Any distribution under this Section will only
                be
                made to the Participant in one lump sum payment provided, however,
                that if
                the Normal Form of Distribution as elected in the Adoption Agreement
                is a
                Qualified Joint and Survivor Annuity, the Spouse, if any, must consent
                to
                the distribution in accordance with Section 5.8. When feasible, any
                such
                distribution will be paid at the Participant's direction within 60
                days of
                his or her request, but not later than a date as soon as administratively
                practical following the next Valuation date after the Administrator's
                receipt of such request.

            


    

     

    
      	
              (b)  

            	
              Provisions
                Applicable to 401(k) Plans. If the Plan is a 401(k) plan,
                the minimum age requirement which can be elected by the Sponsoring
                Employer in the Adoption Agreement with respect to the distribution
                of
                amounts attributable to a Participant's Elective Deferrals, QNECs,
                QMACs,
                ADP Safe Harbor Non-Elective Contributions and/or ADP Safe Harbor
                Matching
                Contributions is age 591⁄2.

            


    

     

    
      	
              (c)  

            	
              Participants
                Who Are Not 100% Vested. If a distribution is made under
                this Section at a time when the Participant has less than a 100%
                Vested
                Interest in his or her Non-Safe Harbor Non-Elective Contribution
                sub-account and Matching Contribution sub-account and such Vested
                Interest
                may increase, a separate account will be established for the Participant's
                Non-Safe Harbor Non-Elective Contribution sub-account balance and
                the

            


    

     

    
      
        
        

      

      
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          67

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 

              	
                Participant's
                  Matching Contribution sub-account balance at the time of distribution,
                  and
                  at any relevant time the Participant's Vested Interest in the separate
                  account will be equal to an amount ("X") determined by the following
                  formula: X = P(AB + (R x D)) - (R x D). In applying the formula,
                  "P" is
                  the Vested Interest at the relevant time, "AB" is the respective
                  account
                  balance at the relevant time, "D" is the amount of the distribution,
                  and
                  "R" is the ratio of the respective account balance at the relevant
                  time to
                  the respective account balance after
                  distribution.

              


      

       

    

    
      	
              (d)  

            	
              Restriction
                on Certain Transferred Assets. Notwithstanding anything in
                this Section to the contrary, no preretirement distribution can be
                made
                under this Section with respect to benefits attributable to assets
                (including post-transfer earnings thereon) and liabilities that are
                transferred, within the meaning of Code §414(l), from a money purchase
                plan or target benefit plan qualified under Code §401(a) to this
                Plan (other than any portion of those assets and liabilities
                attributable to Voluntary Employee
                Contributions).

            


    

     

    
      	
              (e)  

            	
              Establishment
                of Administrative Procedures. The Administrator may, in a
                separate written document, establish rules or procedures regarding
                in-service distributions under this Section. Such separate written
                document, when properly executed, will be deemed to be incorporated
                in
                this Plan. The rules or procedures set forth therein may be modified
                or
                amended by the Administrator without the necessity of amending this
                Section of the Plan, but any such modifications must be communicated
                to
                Participants in the manner described in Section 8.6 of the Plan.
                Notwithstanding the foregoing, (1) a summary plan description or
                summary
                of material modifications thereto in which the rules or procedures
                regarding the making of in-service distributions are described will
                be
                considered a separate written document sufficient to satisfy the
                requirements (including the execution requirement) of this paragraph;
                and
                (2) any such rules or procedures that are established under this
                paragraph must be applied in a uniform nondiscriminatory
                manner.

            


    

     

    
      	
              5.18  

            	
              Distribution
                of Excess Elective Deferrals. Excess
                Elective Deferrals, plus any income and minus any loss allocable
                thereto,
                will be distributed no later than April 15th to any Participant to
                whose
                account Excess Elective Deferrals were allocated for the preceding
                year
                and who claims Excess Elective Deferrals for such taxable year.
                Distribution of Excess Elective Deferrals will be made in accordance
                with
                the following
                provisions:

            


    

     

    
      	
              (a)  

            	
              Assignment
                of Excess Elective Deferrals. A Participant may assign to
                this Plan any Excess Elective Deferrals made during a taxable year
                of the
                Participant by notifying the Administrator on or before April 15th
                of the
                amount of the Excess Elective Deferrals to be assigned. A Participant
                will
                be deemed to notify the Administrator of any Excess Elective Deferrals
                that arise by taking into account only those Elective Deferrals made
                to
                this Plan and any other plans of the Employer. Notwithstanding any
                other provision of the Plan, Excess Elective Deferrals, plus any
                income
                and minus any loss allocable thereto, will be distributed no later
                than
                April 15 to a Participant to whose account Excess Elective Deferrals
                were
                assigned for the preceding year and who claims Excess Elective Deferrals
                for such tax year or calendar year.

            


    

     

    
      	
              (b)  

            	
              Determination
                of Income or Loss. Excess Elective Deferrals will be
                adjusted for any income or loss up to the date of distribution. The
                period
                between the end of the Participant's taxable year and the date of
                distribution is the gap period, and any income earned therein will
                be
                allocated applied consistently to all Participants and to all
                corrective distributions for the taxable year. The income or loss
                allocable to a Participant's Excess Elective Deferrals will be the
                amount
                determined by either the method in subparagraph (1), subparagraph
                (2) or
                subparagraph (3) below, as follows:

            


    

     

    
      	
              (1)  

            	
              The
                amount determined by multiplying the income or loss allocable to
                his
                Elective Deferrals for the taxable year and the gap period by a fraction,
                the 

            


    

     

    
      
        
        

      

      
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          68

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 

              	
                numerator
                  of which is the Participant's Excess Elective Deferrals for the
                  year and
                  the denominator of which is (A) the Participant's Elective Deferral
                  Account balance as of the beginning of the Participant's taxable
                  year plus
                  any Elective Deferrals allocated to the Participant's Elective
                  Deferral
                  Account during such taxable year and the gap period, or (B) solely
                  with
                  respect to taxable years beginning before January 1, 1992, the
                  Participant's Elective Deferral Account balance as of the end of
                  the
                  Participant's taxable year, reduced by any gain and increased by
                  any loss
                  allocable thereto during the taxable
                  year.

              


      

       

    

    
      	
              (2)  

            	
              The
                sum of (i) and (ii) as follows: (i) the amount determined by multiplying
                the income or loss allocable to his Elective Deferrals for the taxable
                year and the gap period by a fraction, the numerator of which is
                the
                Participant's Excess Elective Deferrals for the year and the denominator
                of which is (A) the Participant's Elective Deferral Account balance
                as of
                the beginning of the Participant's taxable year plus any Elective
                Deferrals allocated to the Participant's Elective Deferral Account
                during
                such taxable year and the gap period, or (B) solely with respect
                to
                taxable years beginning before January 1, 1992, the Participant's
                Elective
                Deferral Account balance as of the end of the Participant's taxable
                year,
                reduced by any gain and increased by any loss allocable thereto during
                the
                taxable year; and (ii) 10% of the amount determined under clause
                (i)
                multiplied by the number of whole months between the end of the
                Participant's taxable year and the distribution date, counting the
                month
                of distribution if it occurs after the 15th of such
                month.

            


    

     

    
      	
              (3)  

            	
              The
                amount determined by any reasonable method of allocating income or
                loss to
                Excess Elective Deferrals for the taxable year and for the gap period
                provided the method used is the same method used by this Plan for
                allocating income or losses to Participant's
                Accounts.

            


    

     

    
      	
              (c)  

            	
              Source
                of Distribution. Distribution of Excess Elective Deferrals
                will be taken from a Participant's investment options (if any) based
                on
                rules established by the Administrator. In addition, for years beginning
                after 2005, Excess Elective Deferrals will first be distributed from
                a
                Participant's Roth Elective Deferral Account unless the Administrator
                permits the Participant to elect
                otherwise.

            


    

     

    
      	
              5.19  

            	
              Distribution
                of Excess Contributions. Notwithstanding any other provision of
                the Plan, Excess Contributions, plus any income and minus any loss
                allocable thereto, will be distributed no later than 12 months after
                a
                Plan Year to participants to whose accounts such Excess Contributions
                were
                allocated for such Plan Year, except to the extent such Excess
                Contributions are classified as Catch-up
                Contributions.

            


    

     

    
      	
              (a)  

            	
              Allocation
                to HCEs. If such excess amounts (other than Catch-up
                Contributions) are distributed more than 21⁄2 months after the last day of
                the Plan Year in which such excess amounts arose, a 10% excise tax
                will be
                imposed on the Employer maintaining the Plan with respect to such
                amounts.
                Excess Contributions will be allocated to the HCEs with the largest
                amounts of Employer contributions taken into account in calculating
                the
                ADP Test for the year in which the Excess Contributions arose, beginning
                with the Highly Compensated Employee with the largest amount of such
                Employer contributions and continuing in descending order until all
                the
                Excess Contributions have been allocated. For purposes of the preceding
                sentence, the "largest amount" is determined after distribution of
                any
                Excess Deferrals. To the extent a Highly Compensated Employee has
                not
                reached his or her Catch-Up Contribution limit under the Plan, Excess
                Contributions allocated to such Highly Compensated Employee are Catch-Up
                Contributions and will not be treated as Excess Contributions. Excess
                Contributions will be treated as Annual Additions under
                

            


    

     

    
      
        
        

      

      
        PAGE
          69

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 

              	
                Section
                  6.1, even if such Excess Contributions are
                  distributed.

              


      

       

    

    
      	
              (b)  

            	
              Determination
                of Net Income or Loss. Excess Contributions will be adjusted
                for any income or loss up to the date of distribution. The period
                between
                the end of the Plan Year and the date of distribution is the gap
                period,
                and any income earned therein will be allocated at the Administrator's
                discretion applied consistently to all Participants and to all corrective
                distributions made for the Plan Year. The income or loss allocable
                to a
                Participant's Excess Contributions will be the amount determined
                by the
                method in subparagraph (1), subparagraph (2), or subparagraph (3),
                as
                follows:

            


    

     

    
      	
              (1)  

            	
              The
                amount determined by multiplying the income or loss allocable to
                the
                Participant’s Elective Deferrals (and QNECs or QMACs, or both) for the
                Plan Year and the gap period, by a fraction, the numerator of which
                is the
                Participant's Excess Contributions for the year and the denominator
                of which is (A) the Participant's Elective Deferral Account balance
                (and
                QNECs or QMACs, or both, if such contributions are used in the ADP
                Test)
                as of the beginning of the Plan Year plus any Elective Deferrals
                (and
                QNECs or QMACs, or both, if such contributions are used in the ADP
                Test)
                allocated to the Participant during the Plan Year and gap period,
                or (B)
                solely with respect to Plan Years beginning before January 1, 1992,
                the
                Participant's Elective Deferral Account balance (and QNECs or QMACs
                or
                both, if such contributions are used in the ADP Test) as of the end
                of the
                Plan Year reduced by any gain and increased by any loss allocable
                thereto
                during the Plan Year.

            


    

     

    
      	
              (2)  

            	
              The
                sum of (i) and (ii) as follows: (i) the amount determined by multiplying
                the income or loss allocable to the Participant’s Elective Deferrals (and
                QNECs or QMACs, or both) for the Plan Year and the gap period, by
                a
                fraction, the numerator of which is the Participant's Excess Contributions
                for the year and the denominator of which is (A) the Participant's
                Elective Deferral Account balance (and QNECs or QMACs, or both, if
                such
                contributions are used in the ADP Test) as of the beginning of the
                Plan
                Year plus any Elective Deferrals (and QNECs or QMACs, or both, if
                such
                contributions are used in the ADP Test) allocated to the Participant
                during the Plan Year and gap period, or (B) solely with respect to
                Plan
                Years beginning before January 1, 1992, the Participant's Elective
                Deferral Account balance (and QNECs or QMACs or both, if such
                contributions are used in the ADP Test) as of the end of the Plan
                Year
                reduced by any gain and increased by any loss allocable thereto during
                the
                Plan Year; and (ii) 10% of the amount determined under subparagraph
                (1)
                multiplied by the number of whole months between the end of the Plan
                Year
                and the distribution date, counting the month of distribution if
                it occurs
                after the 15th of such month.

            


    

     

    
      	
              (3)  

            	
              The
                amount determined by any reasonable method of allocating income or
                loss to
                the Participant's Elective Deferrals (and QNECs or QMACS, or both)
                for the
                Plan Year and the gap period if the method used is the same method
                used
                for allocating income or losses to Participants'
                Accounts.

            


    

     

    
      	
              (c)  

            	
              Accounting
                for Excess Contributions. Excess Contributions allocated to
                a Participant will be distributed from the Participant's Elective
                Deferral
                Account and QMAC (if applicable) Account in proportion to the
                Participant's Elective Deferrals and QMACs (to the extent used in
                the ADP
                Test) for the Plan Year. Excess Contributions will be distributed
                from the
                Participant's QNEC Account only to the extent the Excess Contributions
                exceed the balance in the Participant's Elective Deferral Account
                and QMAC
                Account.

            


    

     

    
      
        
        

      

      
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          70

        
          

        

      

      
        
        

      

    

     

    
      	
              (d)  

            	
              Recharacterization. If
                elected by the Participant, Elective Deferrals allocated to a Highly
                Compensated Employee as Excess Contributions will be recharacterized,
                in
                which event the Participant will treat Excess Contributions allocated
                to
                him or her as an amount distributed to the Participant and then
                contributed by the Participant to the Plan. Recharacterized amounts
                will
                remain nonforfeitable. Amounts may not be recharacterized by a HCE
                to the
                extent that such amount in combination with other contributions made
                by
                that Employee would exceed any stated limit under the Plan
                on Employee contributions. Recharacterization must occur no later
                than 21⁄2 months after the last day of the Plan Year in which such Excess
                Contributions arose and is deemed to occur no earlier than the date
                the
                last Highly Compensated Employee is informed in writing of the amount
                recharacterized and the consequences
                thereof.

            


    

     

    
      	
              (e)  

            	
              Source
                of Distribution. Distribution of Excess Contributions will
                be taken from a Participant's investment options (if any) based on
                rules
                established by the Administrator. In addition, for years beginning
                after
                2005, Excess Contributions will first be distributed from a Participant's
                Roth Elective Deferral Account unless the Administrator permits the
                Participant to elect otherwise.

            


    

     

    
      	
              5.20  

            	
              Distribution
                of Excess Aggregate Contributions. Excess Aggregate
                Contributions, plus any income and minus any loss allocable thereto,
                will
                be forfeited, if forfeitable, or if not forfeitable, distributed
                no later
                than the last day of each Plan Year to Participants to whose Accounts
                such
                Excess Aggregate Contributions were allocated for the preceding Plan
                Year.
                Distribution will be made in accordance with the following
                provisions:

            


    

     

    
      	
              (a)  

            	
              Allocation
                to Highly Compensated Employees. Excess Aggregate
                Contributions will be allocated to the HCEs with the largest Contribution
                Percentage Amounts taken into account in calculating the ACP Test
                for the
                year in which the excess arose, beginning with the HCE with the largest
                amount of such Contribution Percentage Amounts and continuing in
                descending order until all the Excess Aggregate Contributions have
                been
                allocated. For purposes of the preceding sentence, the "largest amount"
                is
                determined after distribution of any Excess Aggregate Contributions.
                If
                Excess Aggregate Contributions are distributed more than 21⁄2 months after
                the last day of the Plan Year in which they arose, a 10% excise tax
                will
                be imposed on the Employer with respect to those amounts. Excess
                Aggregate
                Contributions will be treated as Annual Additions pursuant to Section
                6.1,
                even if distributed.

            


    

     

    
      	
              (b)  

            	
              Forfeitures
                of Excess Aggregate Contributions. As
                elected in the Adoption Agreement, Forfeitures of Excess Aggregate
                Contributions will either be (1) applied to reduce the Employer's
                contributions for the Plan Year in which the excess arose to the
                extent
                the excess exceeds Employer contributions or the Employer has already
                contributed for such Plan Year, or (2) allocated (after all other
                Forfeitures) to the Matching Contribution sub-account of each Participant
                who is a NHCE who made Elective Deferrals or Employee contributions
                in the
                ratio which each such Participant's Compensation for the Plan Year
                bears
                to the total Compensation of all such Participants for such Plan
                Year.

            


    

     

    
      	
              (c)  

            	
              Determination
                of Net Income or Loss. Excess Aggregate Contributions will
                be adjusted for any income or loss up to the date of distribution.
                The
                period between the end of the Plan Year and the date of distribution
                is
                the gap period, and income earned therein will be allocated at the
                Administrator's discretion applied consistently to all Participants
                and to
                all corrective distributions for the Plan Year. The income or loss
                allocable to Excess Aggregate Contributions will be the amount determined
                by the method in subparagraph (1), subparagraph (2), or subparagraph
                (3),
                as follows:

            


    

     

    
      	
              (1)  

            	
              The
                amount determined by multiplying the income or loss allocable to
                the
                Participant’s Voluntary Employee Contributions, Matching Contributions (if
                not used in the ADP Test), QNECs and, to the extent applicable,
                Elective

            


    

     

    
      
        
        

      

      
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          71

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 

              	
                Deferrals
                  for the Plan Year and the gap period, by a fraction, the numerator
                  of
                  which is such Participant's Excess Aggregate Contributions for
                  the year
                  and the denominator of which is (A) the Participant's Account balance(s)
                  attributable to Contribution Percentage Amounts as of the beginning
                  of the
                  Plan Year, plus any additional amounts attributable to Contribution
                  Percentage Amounts allocated to the Participant during such Plan
                  Year and
                  the gap period, or (B) solely with respect to Plan Years beginning
                  before
                  January 1, 1992, the Participant's Account balance attributable to
                  Contribution Percentage Amounts as of the end of the Plan Year,
                  reduced by
                  any gain and increased by any loss allocable thereto during the
                  Plan
                  Year.

              


      

       

    

    
      	
              (2)  

            	
              The
                sum of (i) and (ii) as follows: The amount determined by multiplying
                the
                income or loss allocable to the Participant’s Voluntary Employee
                Contributions, Matching Contributions (if not used in the ADP Test),
                QNECs
                and, to the extent applicable, Elective Deferrals for the Plan Year
                and
                the gap period, by a fraction, the numerator of which is such
                Participant's Excess Aggregate Contributions for the year and the
                denominator of which is (A) the Participant's Account balance(s)
                attributable to Contribution Percentage Amounts as of the beginning
                of the
                Plan Year, plus any additional amounts attributable to Contribution
                Percentage Amounts allocated to the Participant during such Plan
                Year and
                the gap period, or (B) solely with respect to Plan Years beginning
                before
                January 1, 1992, the Participant's Account balance attributable to
                Contribution Percentage Amounts as of the end of the Plan Year, reduced
                by
                any gain and increased by any loss allocable thereto during the Plan
                Year;
                and (ii) 10% of the amount determined under subparagraph (1) above
                multiplied by the number of whole months between the end of the Plan
                Year
                and the distribution date, counting the month of distribution if
                it occurs
                after the 15th of such month.

            


    

     

    
      	
              (3)  

            	
              The
                amount determined by any reasonable method of allocating income or
                loss to
                the Participant's Voluntary Employee Contributions, Mandatory Employee
                Contributions, Matching Contributions and QNECs for the Plan Year
                and for
                the gap period, provided the method used is the same one used for
                allocating income or losses to Participants'
                Accounts.

            


    

     

    
      	
              (d)  

            	
              Accounting
                for Excess Aggregate Contributions. Excess Aggregate
                Contributions will be forfeited if forfeitable, or will be distributed
                on
                a pro-rata basis from the Participant's Voluntary Employee Contribution
                Account, Mandatory Employee Contribution Account, Matching Contribution
                Account and QMAC Account, and if applicable, from the Participant's
                QNEC
                Account, Pre-Tax Elective Deferral Account, Roth Elective Deferral
                Account, or any combination
                thereof.

            


    

     

    
      	
              (e)  

            	
              Source
                of Distribution. Distribution of Excess Aggregate
                Contributions will be taken from a Participant's investment options
                (if
                any) based on rules established by the Administrator. In addition,
                for
                years beginning after 2005, Excess Aggregate Contributions will first
                be
                distributed from a Participant's Roth Elective Deferral Account unless
                the
                Administrator permits the Participant to elect
                otherwise.

            


    

     

    
      	
              5.21  

            	
              Distribution
                of Rollover Contributions. A Participant's Rollover Contributions
                will be distributed from the Plan in accordance with the following
                provisions:

            


    

     

    
      	
              (a)  

            	
              Time
                of Distribution. Subject to paragraph (d), an Employee may
                request in writing a withdrawal of all or any portion of his or her
                Rollover Account at any time prior to becoming a Participant, and
                thereafter upon the earlier of (1) the date the Employee is entitled
                to a
                distribution of his or her Participant’s benefits under the provisions of
                Article 5, or (2) the soonest possible administratively practical
                date
                after the Participant’s Termination of Employment. In addition, an
                Employee may also withdraw all or any portion of his or her Rollover
                Account at such other time as elected in the Adoption Agreement.
                The
                Administrator may require advance notice of a reasonable period not
                to
                exceed 60 days prior to the requested date of withdrawal. Any amount
                withdrawn can only be redeposited to the Participant’s
                Rollover Account is so elected in the Adoption Agreement and if the
                withdrawn distribution continues to be deemed a Rollover except for
                the
                fact that the amount originated from this Plan. A Rollover withdrawal
                will
                not prevent an Employee from accruing any future benefit attributable
                to
                Employer contributions. The Administrator may establish rules or
                procedures regarding withdrawals from an Employee’s Rollover
                Account.

            


    

     

    
      	
              (b)  

            	
              Spousal
                Consent Requirements Upon Withdrawal. Any Rollover which at
                the time it is made to this Plan is no longer subject to the requirements
                of Code §401(a)( 11) can be withdrawn from the Plan without the consent of
                the Participant's Spouse. However, the withdrawal of any Rollover
                that was
                a direct or indirect transfer as defined in Code §401(a)(11) from a
                defined benefit plan, a money purchase plan, a target benefit plan,
                a
                stock bonus plan, or a profit sharing plan that provided for a life
                annuity form of payment to the Participant will be subject to the
                spousal
                consent requirements set forth in Section
                5.8.

            


    

     

    
      	
              (c)  

            	
              Form
                of Distribution. Any Rollover Contribution a Participant
                wants to withdraw from the Plan prior to the time the Participant
                is
                entitled to a distribution of his or her Participant Account will
                only be
                distributed in a lump sum. Any amount remaining in a Participant's
                Rollover Account at the time the Participant is entitled to a distribution
                of his or her Participant Account that is not subject to the spousal
                consent requirements in paragraph (c) above will be distributed,
                at the
                election of the Participant, in a lump-sum or in the same manner
                as the
                Participant Account under the other provisions of this Article 5.
                Any
                amount remaining in the Participant's Rollover Account at the time
                the
                Participant is entitled to a distribution of his or her Participant's
                Account that is subject to the spousal consent requirements will
                be
                distributed in the same manner as the Participant's Account under
                the
                other provisions of this Article 5.

            


    

     

    
      	
              (d)  

            	
              Special
                Rule for Withdrawal of Elective Deferral
                Rollovers. Notwithstanding paragraph (a) to the contrary,
                the limitations in Regulation §1.401(k)-1(d) apply to the withdrawal of
                any Rollover Contributions which are attributable to a Participant's
                Elective Deferrals and which are transferred to this Plan in a trustee
                to
                trustee transfer from another qualified
                plan.

            


    

     

    
      	
              5.22  

            	
              Distribution
                of Transfer Contributions. A Participant's Transfer Contributions
                will be distributed from the Plan at the same time and in the same
                manner
                as the Participant's Account is distributed under Section 5.1, 5.2,
                5.3 or
                5.4. However, regardless of the Normal Form of Distribution elected
                in the
                Adoption Agreement, any portion of a Participant's Transfer Contribution
                Account which remain subject to the requirements of Code §401(a)(11) at
                the time of the transfer to this Plan will be distributed as if the
                Normal
                Form of Distribution is a Qualified Joint and Survivor, and all the
                provisions of this Section relating to such distributions will apply
                thereto. In addition, the limitations in Regulation § 1.401(k)-1(d) apply
                to the withdrawal of any Transfer Contributions which are attributable
                to
                a Participant's Elective Deferrals and which are transferred to this
                Plan
                in a trustee to trustee transfer from another qualified
                plan.

            


    

     

    
      	
              5.23  

            	
              Distribution
                of Voluntary Employee Contributions. A Participant's Voluntary
                Employee Contributions will be distributed from the Plan in accordance
                with the following provisions:

            


    

     

    
      	
              (a)  

            	
              Time
                of Distribution. A Participant's Voluntary Employee
                Contribution Account will be distributed no later than the earlier
                of (1)
                the date the Employee is entitled to a distribution of his or her
                Participant's Account balance under the provisions of Article 5,
                or (2)
                the soonest possible administratively practical date after the
                Participant’s Termination of Employment. In addition, an Employee may also
                withdraw all or any portion of his or
                her

            


    

     

    
      
        
        

      

      
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          72

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 

              	
                Voluntary
                  Employee Contribution Account at such other time as elected in
                  the
                  Adoption Agreement. The Administrator may require advance notice
                  of a
                  reasonable period not to exceed 60 days prior to the requested
                  date of
                  withdrawal. Withdrawals from a Voluntary Employee Contribution
                  Account
                  will not prohibit a Participant from accruing any future benefit
                  from
                  Employer contributions. A Participant's request to make a withdrawal
                  from
                  his or her Voluntary Employee Contribution Account must satisfy
                  the
                  applicable spousal consent requirements in Section 5.8. A withdrawal
                  attributable to pre-1987 Voluntary Employee Contributions need
                  not include
                  earnings thereon.

              


      

       

    

    
      	
              (b)  

            	
              Special
                Rule for Withdrawal of Post-1986
                Contributions. Any distribution made under paragraph (a)
                which is attributable to post-1986 Voluntary Employee Contributions
                can
                only be made along with a portion of the earnings thereon, such earnings
                to be determined by the following formula: DA [1-(V - V+E)]. For
                purposes
                of applying the aforementioned formula, the term DA means the distribution
                amount, the term V means the amount of Voluntary Employee Contributions,
                and the term V+E means the amount of Voluntary Employee Contributions
                plus
                the earnings attributable thereto.

            


    

     

    
      	
              5.24  

            	
              Distribution
                of Mandatory Employee Contributions. A Participant's Mandatory
                Employee Contributions will only be distributed after his or her
                Severance
                from Employment, will be used to provide additional benefits to the
                Participant, and will be distributed in the time and manner described
                in
                the other provisions of this Article
                5.

            


    

     

    
      	
              5.25  

            	
              Rules
                Relating to Retroactive Annuity Starting Dates. Effective January
                1, 2004, if the written notice under Section 5.8(d) (the "QJSA notice")
                is
                required and provided to a Participant after the Participant's annuity
                starting date (as defined in regulation §1.401(a)(20), Q&A 10(b)), his
                or her annuity starting date will be deemed to be a "retroactive
                annuity
                starting date" and the following provisions will
                apply:

            


    

     

    
      	
              (a)  

            	
              First
                Payment Date. The date the first payment is actually made to
                the Participant (the "current annuity starting date") will occur
                no later
                than 90 days after the date the QJSA notice is provided to the Participant
                (unless any delay beyond the 90 days is attributable to administrative
                delay in the payment of benefits).

            


    

     

    
      	
              (b)  

            	
              Requirements
                of QJSA Notice. The QJSA notice must include the
                Participant's right to elect a retroactive annuity starting date
                or a
                current annuity starting date, and the QJSA notice must include
                information based on both the Participant's retroactive annuity starting
                date and current annuity starting
                date.

            


    

     

    
      	
              (c)  

            	
              Participant
                Election. A Participant can elect in writing either a
                benefit determined based on the retroactive annuity starting date
                or a
                benefit determined based on the current annuity starting date. However,
                a
                Participant can elect a retroactive annuity starting date only as
                to
                annuity starting dates that occur on or after the Participant's Normal
                Retirement Date.

            


    

     

    
      	
              (d)  

            	
              Spousal
                Consent. If a Participant elects to receive his or her
                benefit determined as of a retroactive annuity starting date and
                under the
                form of payment elected by the Participant the benefit payable to
                his or
                her Spouse upon the Participant's death would be less than the benefit
                payable to the Spouse if the Participant had elected to receive a
                50%
                joint and survivor annuity with his or her Spouse as beneficiary
                determined and payable as of the current annuity starting date, then
                the
                Participant's Spouse must consent in writing to the Participant's
                election
                of a retroactive annuity starting
                date.

            


    

     

    
      	
              (e)  

            	
              Application
                of Code §415 Limitations. Except in the
                case where payment of the Participant's benefit (other than a form
                of
                payment that is subject to Code §417(e)) begins no more than 12 months
                after the retroactive annuity starting date, the Participant's benefit
                determined based on the retroactive annuity starting date (including
                any
                interest 

            


    

     

    
      
        
        

      

      
        PAGE
          73

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 

              	
                adjustments)
                  must satisfy the requirements of Code §415 if the current annuity starting
                  date were to be substituted for the retroactive annuity date for
                  all
                  purposes of determining the limits under Code §415 (as set forth in
                  Article 6 hereof), including for purposes of determining the applicable
                  interest rate and the applicable mortality table used to adjust such
                  limits.

              


      

       

    

    
      	
              (f)  

            	
              Restrictions
                on Cash-Outs. If the Participant's benefit is payable in a
                form of payment which would have been subject to Code §417(e) if payment
                had started as of the retroactive annuity starting date, then the
                amount
                of payment as of the current annuity starting date will be no less
                than
                the amount of payment produced by applying the applicable interest rate
                and the applicable mortality table (defined in Code §417(e)(3)),
                determined as of such date to the annuity form that was used to determine
                the amount of payment as of the Participant's retroactive annuity
                starting
                date.

            


    

     

    
      	
              (g)  

            	
              Make-Up
                Payments. If a Participant elects (with Spousal consent, if
                applicable) to receive his or her benefit determined as of a retroactive
                annuity starting date, the Participant will receive a make-up payment
                to
                reflect any missed payment or payments for the period from the retroactive
                annuity starting date to the date of the actual make-up payment,
                with an
                appropriate adjustment for interest from the date the missed payment
                or payments would have been made (including, if applicable, a payment
                of
                the single-sum value of the participant's retirement income) to the
                date
                of the actual make-up payment. If the Participant's benefit is paid
                in a
                form other than a single-sum payment, the benefit payments, other
                than any
                required make-up payments, will be in an amount that is equal to
                the
                amount which would have been paid to the Participant if payments
                actually
                started on his or her retroactive annuity starting
                date.

            


    

     

    
      	
              (h)  

            	
              Other
                Rules. For purposes of the foregoing, references to a
                Participant's Spouse will include an alternate payee who, under the
                terms
                of a qualified domestic relations order (QDRO), is required to be
                treated
                as a surviving Spouse in the event of the Participant's death. In
                addition, notwithstanding the foregoing, a benefit will not be determined
                based on a retroactive annuity starting date to the extent not permitted
                under applicable law (including regulations and other administrative
                guidance issued under the Code).

            


    

     

    ARTICLE
      VI

     

    CODE
      §415 LIMITATIONS

     

    
      	
              6.1  

            	
              Maximum
                Annual Additions. The maximum Annual Addition (as defined in
                paragraph (c) below) made to a Participant's various accounts maintained
                under the Plan for any Limitation Year beginning after December 31,
                1986
                will not exceed the lesser of the Dollar Limitation set forth in
                Section
                6.1(a) or the Compensation Limitation set forth in Section 6.1(b),
                as
                follows:

            


    

     

    
      	
              (a)  

            	
              Dollar
                Limitation. For Limitation Years beginning on or after
                January 1, 2002, the Dollar Limitation is $40,000 as adjusted in
                accordance with Code §415(d).

            


    

     

    
      	
              (b)  

            	
              Compensation
                Limitation. For Limitation Years beginning on or after
                January 1, 2002, the Compensation Limitation is an amount equal to
                100% of
                the Participant's Code §415 Safe Harbor Compensation or Code §415
                Statutory Compensation, as elected by the Sponsoring Employer in
                the
                Adoption Agreement. However, this limitation will not apply to any
                contribution made for medical benefits within the meaning of Code
§401(h)
                or Code §419A(f)(2) after Termination of Employment which is otherwise
                treated as an Annual Addition under Code §415(l)(1) or Code
                §419A(d)(2).

            


    

     

    
      	
              (c)  

            	
              Annual
                Additions. Annual Additions are the sum of the following
                amounts credited to a Participant's Account for the Limitation Year:
                (1)
                Employer contributions; (2) Employee contributions; (3) Forfeitures;
                (4)
                amounts allocated, after March 31, 1984, to an individual medical
                account,
                as defined in Code §415(l)(2), which is part of a pension or annuity
                plan

            


    

     

    
      
        
        

      

      
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          74

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 

              	
                maintained
                  by the Employer; and (5) amounts derived from contributions paid
                  or
                  accrued after December 31, 1985, in taxable years ending after
                  such date,
                  that are attributable to post-retirement medical benefits, allocated
                  to
                  the separate account of a Key Employee, as defined in Code §419A(d)(3),
                  under a welfare fund, as defined in Code §419(e), maintained by the
                  Employer. Notwithstanding the foregoing, a Participant's Annual
                  Additions
                  do not include his or her rollovers, loan repayments, Catch-up
                  Contributions, repayments of prior Plan distributions or prior
                  distributions of Mandatory Contributions, direct transfers of
                  contributions from another plan to this Plan, deductible contributions
                  to
                  a simplified employee pension plan, or voluntary deductible
                  contributions.

              


      

       

    

    
      	
              6.2  

            	
              Adjustments
                to Maximum Annual Addition. In applying the limitation on Annual
                Additions set forth in Section 6.1, the following adjustments must
                be
                made:

            


    

     

    
      	
              (a)  

            	
              Short
                Limitation Year. In a Limitation Year of less than 12
                months, the Defined Contribution Dollar Limitation in Section 6.1(a)
                will
                be adjusted by multiplying it by the ratio that the number of months
                in
                the short Limitation Year bears to
                12.

            


    

     

    
      	
              (b)  

            	
              Multiple
                Defined Contribution Plans. If a Participant participates in
                multiple defined contribution plans sponsored by the Employer which
                have
                different Anniversary Dates, the maximum Annual Addition in this
                Plan for
                the Limitation Year will be reduced by the Annual Additions credited
                to
                the Participant's accounts in the other defined contribution plans
                during
                the Limitation Year unless otherwise elected in the Adoption
                Agreement. If a Participant participates in multiple defined contribution
                plans sponsored by the Employer which have the same Anniversary Date,
                then
                (1) if only one of the plans is subject to Code §412, Annual Additions
                will first be credited to the Participant's accounts in the plan
                subject;
                and (2) if none of the plans are subject to Code §412, the maximum Annual
                Addition in this Plan for a given Limitation Year will either (1)
                equal
                the product of the maximum Annual Addition for such Limitation Year
                minus
                any other Annual Additions previously credited to the Participant's
                account, multiplied by the ratio that the Annual Additions which
                would be
                credited to a Participant's accounts hereunder without regard to
                the
                limitations in Section 6.1 bears to the Annual Additions for all
                plans
                described in this paragraph, or (2) be reduced by the Annual Additions
                credited to the Participant's accounts in the other defined contribution
                plans for such Limitation Year, or (3) be reduced as elected otherwise
                in
                the Adoption Agreement.

            


    

     

    
      	
              6.3  

            	
              Multiple
                Plans and Multiple Employers. All defined benefit plans (whether
                terminated or not) sponsored by the Employer will be treated as one
                defined benefit plan, and all defined contribution plans (whether
                terminated or not) sponsored by the Employer will be treated as one
                defined contribution plan. In addition, all Affiliated Employers
                will be
                considered a single Employer.

            


    

     

    
      	
              6.4  

            	
              Adjustment
                for Excessive Annual Additions. If for any Limitation Year the
                Annual Additions allocated to a Participant's Account exceeds the
                maximum
                amount permitted under Section 6.1 above because of an allocation
                of
                Forfeitures, a reasonable error in estimating a Participant's
                Compensation, a reasonable error in determining the amount of elective
                contributions (within the meaning of Code §402(g)(3)), or because of other
                limited facts and circumstances that the Commissioner finds justify
                the
                availability of the rules set forth in this Section, then such
                Participant's Account will be adjusted as follows in order to reduce
                the
                excess Annual Additions:

            


    

     

    
      	
              (a)  

            	
              Catch-Up
                Contributions. If elected in the Adoption Agreement, a
                catch-up eligible Participant who has excess Annual Additions can
                recharacterize such excess Annual Additions as Catch-Up
                Contributions.

            


    

     

    
      	
              (b)  

            	
              Return
                of Employee Contributions. First, Voluntary Employee
                Contributions, if any, and second, the amount of Elective Deferrals
                and
                corresponding Employer Matching Contributions, if any, to the extent
                that
                they would reduce the excess amount, will be calculated. Such Elective
                Deferrals and Voluntary Employee Contributions plus
                

            


    

     

    
      
        
        

      

      
        PAGE
          75

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 

              	
                attributable
                  earnings, will be returned to the Participant. Any Employer Matching
                  Contribution amount will be applied as described in (b) or (c)
                  below,
                  depending on whether the Participant is covered by the Plan at
                  the end of
                  the Limitation Year.

              


      

       

    

    
      	
              (c)  

            	
              Excess
                Used To Reduce Employer Contributions If Participant Is Still Covered
                By
                The Plan. If, after the application of paragraph (a), an
                excess amount still exists and the Participant is covered by the
                Plan at
                the end of the Limitation Year, the excess amount in the Participant's
                Account plus applicable earnings thereon, if any, will be used to
                reduce
                Employer contributions (including any allocation of Forfeitures)
                for such
                Participant in the next Limitation Year, and in each succeeding Limitation
                Year if necessary.

            


    

     

    
      	
              (d)  

            	
              Excess
                Used To Reduce Employer Contributions If Participant Is Not Covered
                By The
                Plan. If, after the application of paragraph (a), an excess
                amount still exists and the Participant is not covered by the Plan
                at the
                end of a Limitation Year, the excess amount, plus applicable earnings
                thereon, if any, will be held unallocated in a suspense account.
                The
                suspense account will be applied to reduce future Employer
                contri­butions (including the allocation of any Forfeitures) for
                all remaining Participants in the next Limitation Year, and in each
                succeeding Limitation Year if
                necessary.

            


    

     

    
      	
              (e)  

            	
              Suspense
                Account. If a suspense account is in existence at any time
                during a Limitation Year pursuant to this Section, such suspense
                account
                will not participate in the allocation of the Trust’s investment gains and
                losses. If a suspense account is in existence at any time during
                a
                particular Limitation Year, all amounts in the suspense account must
                be
                allocated and reallocated to Participants’ Accounts before any Employer
                Contributions or any Employee contributions may be made to the Plan
                for
                that Limitation Year.  Excess amounts may not be distributed to
                Participants or former
                Participants.

            


    

     

    ARTICLE
      VII

     

    LOANS,
      INSURANCE AND DIRECTED INVESTMENTS

     

    
      	
              7.1  

            	
              Loans
                to Participants. If elected in the Adoption Agreement, loans may
                be made from the Trust Fund to Participants and Beneficiaries on
                a
                non-discriminatory basis. If made available, a Participant or Beneficiary
                may make application to the Administrator requesting a loan. The
                Administrator will have the sole right to approve or disapprove the
                application provided that loans will be made available to all Participants
                on a reasonably equivalent basis. All loans must be evidenced by
                a legally
                enforceable agreement (which may include more than one document)
                set forth
                in writing or in such other form as may be approved by the Internal
                Revenue Service, and the terms of such agreement must specify the
                amount
                and term of the loan, and the repayment schedule. Loans will not
                be made
                available to Highly Compensated Employees in an amount greater than
                the
                amount made available to other Employees. Loans will only be made
                in
                accordance with a separate written loan program which satisfies the
                requirements of Code §72(p) and the regulations promulgated thereunder.
                Loans are subject to the Spousal consent requirements set forth in
                Section
                5.8 of the Basic Plan, if applicable, and subject to the Spousal
                consent
                requirements in Code §401(a)(11) and Code §417, if
                applicable.

            


    

     

    
      	
              7.2  

            	
              Insurance
                on Participants. If elected in the Adoption Agreement, and
                subject to any rules or procedures that may be established and promulgated
                by the Administrator under Section 8.6, the Trustee may purchase
                life
                insurance Policies on the life of a Participant and/or the Participant’s
                Spouse in accordance with the
                following:

            


    

     

    
      	
              (a)  

            	
              Ownership
                Of Policies. All life insurance Policies will be vested
                exclusively in the Trustee and will be payable to the Trustee, subject
                to
                the rights of the Beneficiaries hereunder unless the Trustee permits
                the
                designation of a named beneficiary other than the Trustee. Notwithstanding
                the foregoing, no Trustee who is also a Participant may, except in
                a
                fiduciary capacity, exercise any ownership rights with respect to any
                Policy insuring the life of such Trustee in his or her capacity as
                a
                Participant.

            


    

     

    
      
        
        

      

      
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          76

        
          

        

      

      
        
        

      

    

     

    
      	
              (b)  

            	
              Primary
                Limit On Premiums. At the direction of the Administrator
                and/or the Participant, the Trustee will purchase Policies on the
                life of
                the Participant, provided that the aggregate premiums on ordinary
                life
                Policies must be less than 50% of the Participant's Account balance;
                (2)
                the aggregate premiums on term Policies, universal Policies and all
                other
                Policies which are not ordinary life insurance Policies must be less
                than
                25% of the Participant's Account balance; and (3) the sum of one-half
                of
                the premiums on ordinary life insurance Policies and the total of
                all
                other life insurance premiums cannot exceed 25% of the Participant's
                Account balance. For purposes of this Section, an ordinary life insurance
                Policy is an insurance policy that has a non-decreasing death benefit
                and
                also has a non-increasing premium.

            


    

     

    
      	
              (c)  

            	
              Alternate
                Limit on Premiums for Money Purchase Plans: Notwithstanding
                paragraph (b) above, if this is a money purchase pension plan, a
                Participant may, with the consent of the Administrator, elect that
                up to
                100% of his or her Rollover Account and Voluntary Employee Contribution
                Account be used to purchase life insurance Policies on the life of
                the
                Participant, on the life of the Participant’s Spouse, and/or on the joint
                lives of the Participant and his or her
                Spouse.

            


    

     

    
      	
              (d)  

            	
              Alternate
                Limit on Premiums for 401(k) and Profit Sharing
                Plans. Notwithstanding paragraph (b) above, if this is a
                401(k) plan or a profit sharing plan, a Participant may elect that
                up to
                100% of his or her Rollover Account and Voluntary Employee Contribution
                Account, and up to 100% of the portion of his or her Vested Participant’s
                Account that has accumulated in the Plan for at least 2 years and
                is no
                longer subject to the distribution restrictions set forth in Code
                §401(k)(2)(B), be used to purchase Policies on the life of the
                Participant, the life of the Participant’s Spouse, and/or the joint lives
                of the Participant and the Participant's Spouse. Likewise, a Participant
                who has participated in the Plan for at least 5 years may elect that
                up to
                100% of his or her Rollover Account and Voluntary Employee Contribution
                Account, and up to 100% of his or her Vested Participant’s Account balance
                that is no longer subject to the distribution restrictions set forth
                in
                Code §401(k)(2)(B), be used to purchase Policies on the life of the
                Participant, the life of the Participant’s Spouse, and/or the joint lives
                of the Participant and his or her
                Spouse.

            


    

     

    
      	
              (e)  

            	
              Payment
                of Premiums. If Employer contributions are
                inadequate to pay all premiums on insurance Policies, the Trustees
                may, at
                the direction of the Administrator, utilize other amounts remaining
                in the
                Trust Fund to pay the premiums, allow the Policies to lapse, reduce
                the
                Policies to a level at which they may be maintained, or borrow against
                the
                Policies on a prorated basis if borrowing does not discriminate in
                favor
                of Policies issued on the lives of Highly Compensated Employees.
                The
                Trustees may also pay premiums when due from the loan values of the
                Policies themselves if (1) any such loan is made against all of the
                Policies in proportion to their respective cash surrender values,
                and (2)
                all such loans are repaid in proportion to the cash surrender value
                of
                such Policies.

            


    

     

    
      	
              (f)  

            	
              Policy
                Dividends. Any insurer payments which are paid to the
                Trustee on account of experience credits, dividends, or surrender
                or
                cancellation credits, will be applied by the Employer within the
                current
                or next succeeding Plan Year toward premiums
                due.

            


    

     

    
      	
              (g)  

            	
              Disposition
                of Policies Upon Termination. If a Terminated Participant's
                Vested Interest equals or exceeds the cash surrender value of any
                Policies
                issued on his life, the Trustee, with the consent of both the
                Administrator and the Terminated Participant, will transfer such
                Policies
                to the Terminated Participant, together with any restrictions the
                Administrator may impose concerning the Terminated Participant's
                right to
                surrender, assign, or otherwise realize cash on such Policies prior
                to his
                Normal Retirement Date. If the Terminated Participant's Vested Interest
                is
                less than the cash surrender values of such Policies, the Administrator
                may permit him to pay the Trustee the sum required to make distribution
                equal to the value of the Policies being assigned or transferred,
                or the
                Trustee may borrow the cash surrender values of the Policies from
                the
                insurer and then assign the

            


    

     

    
      
        
        

      

      
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                Policies
                  to the Terminated Participant. Under no circumstances will the
                  Trust (or
                  custodial account) retain any part of the insurance Policy
                  proceeds.

              


      

       

    

    
      	
              (h)  

            	
              Disposition
                of Policies at Retirement. When a Participant retires, the
                Trustee, at the direction of the Administrator, must, with respect
                to any
                Policies purchased on the life of such Participant under paragraph
                (b),
                either (1) transfer them to the Participant, (2) with the Participant's
                consent, borrow their cash surrender values and transfer them to
                the
                Participant subject to the loan, or (3) surrender them for their
                cash
                surrender values. If options (2) or (3) are elected, the cash surrender
                values will be added to the Participant's Account for distribution
                in
                accordance with Section 5.1.

            


    

     

    
      	
              (i)  

            	
              Protection
                of Fiduciaries and Insurers. Neither the Trustee, the
                Employer, the Administrator, nor any Fiduciary will be responsible
                for the
                validity of any Policy or the failure of any insurer to make payments
                thereunder, or for the action of any person which may delay payment
                or
                render a Policy void in whole or in part. No insurer will be deemed
                a
                party to this Plan for any purpose or to be responsible for its validity;
                nor will it be required to look into the terms of the Plan nor to
                question
                any action of the Trustee. The obligations of the insurer will be
                determined solely by the Policy's terms and any other written agreements
                between it and the Trustee. The insurer will act only at the written
                direction of the Trustee, and will be discharged from all liability
                with
                respect to any amount paid to the Trustee. The insurer will not be
                obligated to see that any money paid by it to the Trustee or any
                other
                person is properly applied.

            


    

     

    
      	
              (j)  

            	
              Conflict
                With Plan. If the provisions of any Policy purchased
                hereunder conflict with the terms of this Plan, the Plan provisions
                will
                control.

            


    

     

    
      	
              7.3  

            	
              Key
                Man Insurance. The Administrator may instruct the Trustee to
                purchase insurance Policies on the life of any Participant whose
                employment is deemed to be key to the Employer's financial success.
                Such
                key man Policies will be deemed to be an investment of the Trust
                Fund and
                will be payable to the Trust Fund as the beneficiary thereof. The
                Trustee
                may exercise any and all rights granted under such Policies. Neither
                the
                Trustee, Employer, Administrator, nor any Fiduciary will be responsible
                for the validity of any Policy or the failure of any insurer to make
                payments thereunder, or for the action of any person which delays
                payment
                or renders a Policy void in whole or in part. No insurer which issues
                a
                Policy will be deemed a party to this Plan for any purpose or to
                be
                responsible for its validity; nor will it be required to look into
                the
                terms of the Plan nor to question any action of the Trustee. The
                obligations of the insurer will be determined solely by the Policy's
                terms
                and any other written agreements between it and the Trustee. The
                insurer
                will act only at the written direction of the Trustee, and will be
                discharged from all liability with respect to any amount paid to
                the
                Trustee. The insurer will not be obligated to see that any money
                paid by
                it to the Trustee or any other person is properly distributed or
                applied.

            


    

     

    
      	
              7.4  

            	
              Directed
                Investment Accounts. If elected in the Adoption Agreement, and
                pursuant to procedures established by the Administrator and promulgated
                under Section 8.6, Participants can direct the investment of one
                or more
                of their accounts established under the terms of the Plan. Investment
                directives will only be given in accordance with an administrative
                policy
                regarding directed investments.

            


    

     

    ARTICLE
      VIII

     

    DUTIES
      OF THE ADMINISTRATOR

     

    
      	
              8.1  

            	
              Appointment,
                Resignation, Removal and Succession. Each Administrator appointed
                will continue until his death, resignation, or removal, and any
                Administrator may resign by giving 30 days written notice to the
                Sponsoring Employer. If an Administrator dies, resigns, or is removed,
                his
                successor will be appointed as promptly as possible, and such appointment
                will become effective upon its acceptance in writing by such successor.
                Pending the appointment and acceptance of any successor Administrator,
                any
                then acting or remaining Administrator will have full
                power to act.

            


    

     

    
      
        
        

      

      
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          78

        
          

        

      

      
        
        

      

    

     

    
       

    

    
      	
              8.2  

            	
              General
                Powers and Duties. The powers and duties of the Administrator
                will include (1) appointing the Plan's attorney, accountant, actuary,
                or
                any other party needed to administer the Plan; (2) directing the
                Trustees
                with respect to payments from the Trust Fund; (3) deciding if a
                Participant is entitled to a benefit; (d) communicating with Employees
                regarding their participation and benefits under the Plan, including
                the
                administration of all claims procedures; (4) filing any returns and
                reports with the Internal Revenue Service, Department of Labor, or
                any
                other governmental agency; (5) reviewing and approving any financial
                reports, investment reviews, or other reports prepared by any party
                under
                (6) above; (7) establishing a funding policy and investment objectives
                consistent with the purposes of the Plan and the ERISA; (8) construing
                and
                resolving any question of Plan interpretation; and (9) making any
                findings
                of fact the Administrator deems necessary to proper Plan administration.
                Notwithstanding any contrary provision of this Plan, benefits under
                this
                Plan will be paid only if the Administrator decides in its discretion
                that
                the applicant is entitled to them. The Administrator's interpretation
                of
                Plan provisions, and any findings of fact, including eligibility
                to
                participate and eligibility for benefits, are final and will not
                be
                subject to "de novo" review unless shown to be arbitrary and
                capricious.

            


    

     

    
      	
              8.3  

            	
              Appointment
                of Administrative Committee. The Sponsoring Employer may elect to
                appoint one or more members to an Administrative/Advisory Committee
                to be
                known as the “Committee” (or such other name as the Sponsoring Employer
                may select), to which the Sponsoring Employer may delegate certain
                of its
                responsibilities as Administrator. Members of the Committee need
                not be
                Participants or beneficiaries, and officers and directors of the
                Employer
                will not be precluded from serving as members. A member will serve
                until
                his or her resignation, death, or disability, or until removed.  In
                the event of any vacancy arising by reason of the death, disability,
                removal, or resignation of a member, the Sponsoring Employer may,
                but is
                not required to, appoint a successor to serve in his or her place.
                The
                Committee will select a chairman and a secretary from among its members.
                Members of the Committee will serve in such capacity without compensation.
                The Committee will act by majority vote. The proper expenses of the
                Committee, and the compensation of its agents appointed pursuant
                to
                Section 8.7 of the Plan, if any, will be paid directly by the
                Employer.

            


    

     

    
      	
              8.4  

            	
              Multiple
                Administrators. If more than one Administrator has been appointed
                by the Sponsoring Employer, the Administrators may delegate specific
                responsibilities among themselves, including the authority to execute
                documents unless the Sponsoring Employer revokes such delegation.
                The
                Sponsoring Employer and Trustee will be notified in writing of any
                such
                delegation of responsibilities, and the Trustee thereafter may rely
                upon
                any documents executed by the appropriate
                Administrator.

            


    

     

    
      	
              8.5  

            	
              Correcting
                Administrative Errors. The Administrator will take such steps as
                it considers necessary and appropriate to remedy administrative or
                operational errors, including, but will not be limited to the following:
                (1) taking any action required under the employee plans compliance
                resolution system of the Internal Revenue Service, any asset management
                or
                fiduciary conduct error correction program available through the
                Internal
                Revenue Service, United States Department of Labor or other governmental
                administrative agency; (2) a reallocation of Plan assets; (3) adjustments
                in amounts of future payments to Participants, Beneficiaries or Alternate
                Payees; and (4) institution and prosecution of actions to recover
                benefit
                payments made in error or on the basis of incorrect or incomplete
                information.

            


    

     

    
      	
              8.6  

            	
              Promulgating
                Notices and Procedures. The Sponsoring Employer and Administrator
                are given the power and responsibility to promulgate certain written
                notices, policies and/or procedures under the terms of the Plan and
                disseminate them to Participants, and the Administrator may satisfy
                such
                responsibility by the preparation of any such notice, policy and/or
                procedure in a written form which can be published and communicated
                to a
                Participant in one or more of the following ways: (1) by distribution
                in
                hard copy; (2) through distribution of a summary plan description
                or
                summary of material modifications thereto which sets forth the policy
                or
                procedure with respect to a right, 

            


    

     

    
      
        
        

      

      
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          79

        
          

        

      

      
        
        

      

    

    
       

      
        	
                 

              	
                benefit
                  or
                  feature offered under the Plan; (3) by e-mail, either to a Participant’s
                  personal e-mail address or his or her Employer-maintained e-mail
                  address;
                  and (4) by publication on a web-site accessible by the Participant,
                  provided the Participant is notified of said web-site publication.
                  Any
                  notice, policy and/or procedure provided through an electronic
                  medium will
                  only be valid if the electronic medium which is used is reasonably
                  designed to provide the notice, policy and/or procedure in a manner
                  no
                  less understandable to the Participant than a written document,
                  and under
                  such medium, at the time the notice, policy and/or procedure is
                  provided,
                  the Employee may request and receive the notice, policy and/or
                  procedure
                  on a written paper document at no
                  charge.

              


      

       

    

    
      	
              8.7  

            	
              Employment
                of Agents and Counsel. The Administrator may appoint such
                actuaries, accountants, custodians, counsel, agents, consultants,
                service
                companies and other persons deemed necessary or desirable in connection
                with the administration and operation of the Plan. Any person or
                company
                so appointed will exercise no discretionary authority over investments
                or
                the disposition of Trust assets, and their services and duties will
                be
                ministerial only and will be to provide the Plan with those things
                required by law or by the terms of the Plan without in any way exercising
                any fiduciary authority or responsibility under the Plan. The duties
                of a
                third party Administrator will be to safe-keep the individual records
                for
                all Participants and to prepare all required actuarial services and
                disclosure forms under the supervision of the Administrator and any
                Fiduciaries of the Plan. It is expressly stated that the third party
                Administrator's services are only ministerial in nature and that
                under no
                circumstances will such third party Administrator (1) exercise any
                discretionary authority whatsoever over Plan Participants, Plan
                investments, or Plan benefits; or (2) be given any authority or discretion
                concerning the management and operation of the Plan that would cause
                them
                to become Fiduciaries of the Plan.

            


    

     

    
      	
              8.8  

            	
              Compensation
                and Expenses. The Administrator may receive such compensation as
                agreed upon between the Sponsoring Employer and the Administrator,
                provided that any person who already receives full-time pay from
                the
                Employer may not receive any fees from the Plan for services to the
                Plan
                as Administrator or in any other capacity, except for reimbursement
                for
                expenses actually and properly incurred. The Sponsor will pay all
                "settlor" expenses (as described in DOL Advisory Opinion 2001-01-A)
                incurred by the Administrator, the Committee or any party appointed
                under
                Section 8.7 in the performance of their duties. The Sponsor may,
                but is
                not required to pay, all "non-settlor" expenses incurred by the
                Administrator, the Committee, or any party appointed under Section
                8.7 in
                the performance of their duties. Any "non-settlor" expenses incurred
                by
                the Administrator, the Committee or any party appointed under Section
                8.7
                that the Sponsor elects not to pay will be reimbursed from Trust
                Fund
                assets. Any expenses paid from the Trust Fund will be charged to
                each
                Adopting Employer in the ratio that each Adopting Employer's Participants'
                Accounts bears to the total of all the Participants' Accounts maintained
                by this Plan, or in any other reasonable method elected by the
                Administrator.

            


    

     

    
      	
              8.9  

            	
              Claims
                Procedures. The procedures set forth in this Section will be the
                sole and exclusive remedy for an Employee, Participant or Beneficiary
                ("Claimant") to make a claim for benefits under the Plan. These procedures
                will be administered and interpreted in a manner consistent with
                the
                requirements of ERISA §503 and the regulations thereunder. Any electronic
                notices provided by the Administrator will comply with the standards
                imposed under regulations issued by the Department of Labor. All
                claims
                determinations made by the Administrator (and when applicable by
                the
                Committee if one has been appointed under Section 8.3) will be made
                in
                accordance with the provisions of this Section and the Plan, and
                will be
                applied consistently to similarly situated Claimants. For purposes
                of this
                Section 8.9, if a Committee has not been appointed under Section
                8.3, any
                reference to Committee will be considered a reference to the
                Administrator.

            


    

     

    
      	
              (a)  

            	
              Written
                Claim. A Claimant, or the Claimant's duly authorized
                representative, may file a claim for a benefit to which the Claimant
                believes that he or she is entitled under the Plan. Any such claim
                must be
                filed in writing with the
                Administrator.

            


    

     

    
      	
              (b)  

            	
              Denial
                of Claim. The Administrator, in its sole and complete
                discretion, will make all initial determinations as to the right
                of any
                person to benefits. If the claim is denied in whole or
                in

            


    

     

    
      
        
        

      

      
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          80

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 

              	
                part,
                  the Administrator will send the Claimant a written or electronic
                  notice,
                  informing the Claimant of the denial. The notice must be written
                  in a
                  manner calculated to be understood by the Claimant and must contain
                  the
                  following information: the specific reason(s) for the denial; a
                  specific
                  reference to pertinent Plan provisions on which the denial is based;
                  if
                  additional material or information is necessary for the Claimant
                  to
                  perfect the claim, a description of such material or information
                  and an
                  explanation of why such material or information is necessary; and
                  an
                  explanation of the Plan's claim review (i.e., appeal) procedures,
                  the time
                  limits applicable to such procedures, and the Claimant's right
                  to request
                  arbitration if the claim denial is upheld in whole or in part on
                  appeal.
                  Written or electronic notice of the denial will be given within
                  a
                  reasonable period of time (but no later than 90 days) from the
                  date the
                  Administrator receives the claim, unless special circumstances
                  require an
                  extension of time for processing the claim. In no event may the
                  extension
                  exceed 90 days from the end of the initial 90-day period. If an
                  extension
                  is necessary, prior to the expiration of the initial 90-day period,
                  the
                  Administrator will send the Claimant a written notice, indicating
                  the
                  special circumstances requiring an extension and the date by which
                  the
                  Administrator expects to render a
                  decision.

              


      

       

    

    
      	
              (c)  

            	
              Request
                for Appeal. If the Administrator denies a claim in whole or
                in part, the Claimant may elect to appeal the denial. If the Claimant
                does
                not appeal the denial pursuant to the procedures set forth herein,
                the
                denial will be final, binding and unappealable. A written request
                for
                appeal must be filed by the Claimant (or the Claimant's duly authorized
                representative) with the Committee within 60 days after the date
                on which
                the Claimant receives the Administrator's notice of denial. If a
                request
                for appeal is timely filed, the Claimant will be afforded a full
                and fair
                review of the claim and the denial. As part of this review, the Claimant
                may submit written comments, documents, records, and other information
                relating to the claim, and the review will take into account all
                such
                comments, documents, records, or other information submitted by the
                Claimant, without regard to whether such information was submitted
                or
                considered in the Administrator's initial benefit determination.
                The
                Claimant also may obtain, free of charge and upon request, records
                and
                other information relevant to the claim, without regard to whether
                such
                information was relied upon by the Administrator in making the initial
                benefit determination.

            


    

     

    
      	
              (d)  

            	
              Review
                of Appeal. The Committee will determine, in its sole and
                complete discretion, whether to uphold all or a portion of the initial
                claim denial. If, on appeal, the Committee determines that all or
                a
                portion of the initial denial should be upheld, the Committee will
                send
                the Claimant a written or electronic notice informing the Claimant
                of its
                decision to uphold all or a portion of the initial denial, written
                in a
                manner calculated to be understood by the Claimant and containing
                the
                following information: the specific reason(s) for the denial; a specific
                reference to pertinent Plan provisions on which the denial is based;
                a
                statement that the Claimant is entitled to receive, upon request
                and free
                of charge, reasonable access to and copies of all documents and other
                information relevant to the claim; and an explanation of the Claimant's
                right to request arbitration and the applicable time limits for doing
                so.
                Written or electronic notice will be given within a reasonable period
                of
                time (but no later than 60 days) from the date the Committee receives
                the
                request for appeal, unless special circumstances require an extension
                of
                time for reviewing the claim, but. In no event may the extension
                exceed 60
                days from the end of the initial 60-day period. If an extension is
                necessary, prior to the expiration of the initial 60-day period,
                the
                Committee will send the Claimant a written notice, indicating the
                special circumstances requiring an extension and the date by which
                the
                Committee expects to render a
                decision.

            


    

     

    
      	
              (e)  

            	
              Alternative
                Time for an Appeal To Be Decided. Notwithstanding paragraph
                (d), if the Committee holds regularly scheduled meetings on a quarterly
                or
                more frequent basis, the Committee may make its determination of
                the claim
                on appeal at its next regularly scheduled meeting if the Committee
                receives the written request for appeal more than 30 days prior to
                its
                next regularly scheduled meeting or at the regularly scheduled meeting
                immediately following the next regularly scheduled meeting if the
                Committee receives the

            


    

     

    
      
        
        

      

      
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          81

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 

              	
                written
                  request for appeal within 30 days of the next regularly scheduled
                  meeting.
                  If special circumstances require an extension, the decision may
                  be
                  postponed to the third regularly scheduled meeting following the
                  Committee's receipt of the written request for appeal if, prior
                  to the
                  expiration of the initial time period for review, the Claimant
                  is provided
                  with written notice, indicating the special circumstances requiring
                  an
                  extension and the date by which the Committee expects to render
                  a
                  decision. If the extension is required because the Claimant has
                  not
                  provided information that is necessary to decide the claim, the
                  Committee
                  may suspend the review period from the date on which notice of
                  the
                  extension is sent to the Claimant until the date on which the Claimant
                  responds to the request for additional
                  information.

              


      

       

    

    
      	
              (f)  

            	
              Right
                of Arbitration. If a Claimant wishes to contest a final
                decision of the Committee, the Claimant may request arbitration.
                If the
                Claimant does not request arbitration pursuant to the procedures
                set forth
                herein, the decision of the Committee will be final, binding and
                unappealable. A written request for arbitration must be filed by the
                Claimant (or the Claimant's duly authorized representative) with
                the
                Committee within 15 days after the date on which the Claimant receives
                the
                written decision of the Committee. If a request for arbitration
                is timely filed, the Claimant and the Committee will each name an
                arbitrator within 20 days after the Committee receives the Claimant's
                written request for arbitration. The two arbitrators will jointly
                name a
                third arbitrator within 15 days after their appointment. If either
                party
                fails to select an arbitrator within the 20 day period, or if the
                two
                arbitrators fail to select a third arbitrator within 15 days after
                their
                appointment, then the presiding judge of the county court (or its
                equivalent) in the county in which the principal office of the Sponsor
                is
                located will appoint such other arbitrator or arbitrators. The arbitrators
                will render a decision within 60 days after their appointment and
                will
                conduct all proceedings pursuant to the laws of the state in which
                the
                Sponsor’s principal place of business is located and the then current
                Rules of the American Arbitration Association governing commercial
                transactions, to the extent that such rules are not inconsistent
                with
                applicable state law. The cost of the arbitration procedure will
                be borne
                by the losing party or, if the decision is not clearly in favor of
                one
                party or the other, in the manner determined by the arbitrators.
                The
                arbitration proceeding provided for in this Section will be the sole
                and
                exclusive remedy of a Claimant to contest decisions of the Committee
                under
                this Plan, and the arbitrators' decision will be final, binding and
                unappealable.

            


    

     

    
      	
              8.10  

            	
              Qualified
                Domestic Relations Orders. A Qualified Domestic Relations Order,
                or QDRO, is a signed domestic relations order issued by a State Court
                which creates, recognizes or assigns to an alternate payee(s) the
                right to
                receive all or part of a Participant's Plan benefit. An alternate
                payee is
                a Spouse, former Spouse, child, or other dependent of a Participant
                who is
                treated as a Beneficiary under the Plan as a result of the QDRO.
                The
                Administrator will determine if a domestic relations order is a Qualified
                Domestic Relations Order based on an Administrative Policy Regarding
                Qualified Domestic Relations Orders established by the
                Administrator.

            


    

     

    
      	
              8.11  

            	
              Appointment
                of an Investment Manager. The Administrator, with the consent of
                the Employer, may appoint an Investment Manager to manage and control
                the
                investment of all or any portion of the Trust Fund. Each Investment
                Manager will be either (1) an investment advisor registered under
                the
                Investment Advisors Act of 1940; (2) a bank as defined in that Act;
                or (3)
                an insurance company qualified to manage, acquire or dispose of any
                asset
                of the Trust under the laws of more than one state. An Investment
                Manager
                will acknowledge in writing that it is a Fiduciary of the Plan. The
                Administrator will enter into an agreement with the Investment Manager
                specifying the duties and compensation of the Investment Manager
                and
                further specifying any other terms and conditions under which the
                Investment will be retained. The Trustee will not be liable for any
                act or
                omission of an Investment Manager, and will not be liable for following
                the direction of an Investment Manager with respect to any duties
                delegated by the Administrator to the Investment Manager. The
                Administrator has the power to determine the portion of the Plan's
                assets
                to be invested by a designated Investment Manager and to establish
                investment objectives and guidelines for the Investment Manager to
                follow.

            


    

     

    
      
        
        

      

      
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          82

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      IX

     

    TRUSTEE
      PROVISIONS

     

    
      	
              9.1  

            	
              Appointment,
                Resignation, Removal and Succession. The Trust established under
                the Plan will have one or more individual Trustees, a corporate Trustee,
                or any combination thereof, appointed as
                follows:

            


    

     

    
      	
              (a)  

            	
              Appointment. Each
                Trustee will be appointed and will serve until a successor has been
                named
                or until such Trustee's resignation, death, incapacity, or removal,
                in
                which event the Sponsoring Employer will name a successor Trustee.
                The
                term Trustee will include the original and any successor
                Trustees.

            


    

     

    
      	
              (b)  

            	
              Resignation. A
                Trustee may resign at any time by giving written notice to the Sponsoring
                Employer, unless such notice is waived by the Sponsoring Employer.
                The
                Sponsoring Employer may remove a Trustee at any time by giving such
                Trustee written notice. Such removal may be with or without cause.
                Unless
                waived in writing by the Sponsor, if any Trustee who is an Employee
                or an
                elected or appointed official resigns or terminates employment with
                the
                Sponsoring Employer or an Adopting Employer, such termination will
                constitute an immediate resignation as a Trustee of the
                Plan.

            


    

     

    
      	
              (c)  

            	
              Successor
                Trustee. Each successor Trustee will succeed to the title to
                the Trust by accepting his appointment in writing and by filing such
                written acceptance with the former Trustee and the Sponsoring Employer.
                The former Trustee, upon receipt of such acceptance, will execute
                all
                documents and perform all acts necessary to vest the Trust Fund's
                title of
                record in any successor Trustee. No successor Trustee will be
                personally liable for any act or failure to act of any predecessor
                Trustee.

            


    

     

    
      	
              (d)  

            	
              Merger. If
                any corporate Trustee, before or after qualification, changes its
                name,
                consolidates or merges with another corporation, or otherwise reorganizes,
                any resulting corporation which succeeds to the fiduciary business
                of such
                Trustee will become a Trustee hereunder in lieu of such corporate
                Trustee.

            


    

     

    
      	
              9.2  

            	
              Powers
                and Duties of the Trustee. The specific powers and duties of the
                Trustee will be governed under the terms of a separate trust instrument
                entered into between the Sponsoring Employer and the
                Trustee.

            


    

     

    ARTICLE
      X

     

    AMENDMENT,
      TERMINATION AND MERGER

     

    
      	
              10.1  

            	
              Plan
                Amendment. The Basic Plan and Adoption Agreements can be amended
                at any time, and from time to time, in accordance with the following
                provisions:

            


    

     

    
      	
              (a)  

            	
              Amendment
                by the Mass Submitter. Subject to the requirements and
                limitations set forth in paragraphs (d) and (e) below, the Mass
                Submitter may amend any part of the Basic Plan and the Adoption
                Agreements. For purposes of this Plan, the Mass Submitter is AccuDraft,
                Inc.

            


    

     

    
      	
              (b)  

            	
              Amendment
                by the Prototype Sponsor. Subject to the requirements and
                limitations set forth in paragraphs (d) and (e) below, the Prototype
                Sponsor may amend the any part of the Basic Plan and Adoption Agreements
                on behalf of each Employer maintaining the Plan at the time of the
                amendment. Any such amendment to the Basic Plan does not require
                consent
                of the such an Employer, nor does such an Employer have to reexecute
                its
                Adoption Agreement with respect to such an amendment. The Prototype
                Sponsor will provide each adopting Employer a copy of the amended
                Basic
                Plan (either by providing substitute or additional pages, or by providing
                a restated Basic Plan). An amendment by the Prototype Sponsor to
                any
                Adoption Agreement offered under the Prototype Plan is
                not

            


    

     

    
      
        
        

      

      
        PAGE
          83

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 

              	
                effective
                  with respect to an Employer's Plan unless the Employer reexecutes
                  the
                  amended Adoption Agreement. For purposes of amendments made by
                  the
                  Prototype Sponsor, the Mass Submitter will be recognized as the
                  agent of
                  the Prototype Sponsor. If the Prototype Sponsor does not adopt
                  the
                  amendments made by the Mass Submitter, it will no longer be identical
                  to
                  or a minor modifier of the Mass Submitter
                  plan.

              


      

       

    

    
      	
              (c)  

            	
              Amendment
                by the Sponsoring Employer. Subject to the requirements and
                limitations set forth in paragraphs (d) and (e) below, the Sponsoring
                Employer may amend any part of the Basic Plan and the Adoption Agreements
                in accordance with the following
                provisions:

            


    

     

    
      	
              (1)  

            	
              Permissible
                Amendments. The Sponsoring Employer will have the right at any
                time to amend the Adoption Agreement in the following manner without
                affecting the Plan's status as a Prototype Plan: the Sponsoring
                Employer may change any optional selections under the Adoption
                Agreement; the Sponsoring Employer may add additional language where
                authorized under the Adoption Agreement, including language necessary
                to
                satisfy Code §415 or Code §416 due to the aggregation of multiple plans;
                (3) the Sponsoring Employer may change the addendums to the Adoption
                Agreement from time to time without having to reexecute the signature
                page
                of the Adoption Agreement; (4) the Sponsoring Employer may add any
                model
                amendments published by the IRS which specifically provide that their
                adoption will not cause the Plan to be treated as an individually
                designed
                plan; (5) the Sponsoring Employer may adopt any amendments that it
                deems
                necessary to satisfy the requirements for resolving qualification
                failures
                under the IRS' compliance resolution programs; and (6) the Sponsoring
                Employer may adopt an amendment to cure a coverage or
                nondiscrimination testing failure, as permitted under applicable
                Treasury
                regulations. The ability to amend the Plan as authorized under this
                Section applies only to the Sponsoring Employer that executes the
                signature page of the Adoption Agreement. Any amendment to the Plan
                by the
                Sponsoring Employer under this Section also applies to any Affiliated
                Employer that participates under the Plan as an Adopting Employer.
                The
                Sponsoring Employer may also amend the Plan at any time for any other
                reason, including a waiver of the minimum funding requirement under
                Code
                §412(d). However, such an amendment will cause the Plan to lose its
                status
                as a Prototype Plan and become an individually designed plan. The
                Sponsoring Employer's amendment of the Plan from one type of Defined
                Contribution Plan (e.g., a money purchase plan) into another type
                of
                Defined Contribution Plan (e.g., a profit sharing plan) will not
                result in
                a partial termination or any other event that would require full
                vesting
                of some or all Plan Participants

            


    

     

    
      	
              (2)  

            	
              Manner
                of Amendment. Any amendments to the Adoption Agreements by the
                Sponsoring Employer can be made by either (1) substituting pages
                with the
                new elections (or new addendum) and executing an "Amendment By Page
                Substitution" and attaching it as part of the Adoption Agreement;
                (2) by
                executing an "Amendment By Section Replication" in which the section
                or
                sections (or addendum or addendums) to be changed are reproduced
                with the
                new elections indicated, and attaching it as part of the Adoption
                Agreement; or (3) by executing a properly worded corporate resolution
                and
                attaching it as part of the Adoption
                Agreement.

            


    

     

    
      	
              (d)  

            	
              General
                Requirements. An amendment of the Basic Plan or Adoption
                Agreement by the Mass Submitter, the Prototype Sponsor, or the Sponsoring
                Employer must be in writing. However, no such amendment or modification
                (1) can increase the responsibilities of the Trustee or Administrator
                without their written consent; (2) can deprive any Participant
                or

            


    

     

    
      
        
        

      

      
        PAGE
          84

        
          

        

      

      
        
        

      

    

     

    
      
        	
                  

              	
                Beneficiary
                  of the benefits to which he is entitled from the Plan; (3) can
                  result in a
                  decrease in the amount of any Participant's Account except as may
                  be
                  permitted under the terms of Code §412(c)(8) if applicable; or (4) can,
                  except as otherwise provided, permit any part of the Trust Fund
                  (other
                  than as required to pay taxes and administration expenses) to be
                  used for
                  or diverted to purposes other than the exclusive benefit of the
                  Participants or their Beneficiaries, or cause or permit any portion
                  of the
                  Trust Fund to revert to or become the property of the Employer.
                  In
                  addition, unless the provisions of paragraph (e) are satisfied,
                  no
                  amendment to the Plan will have the effect of eliminating or restricting
                  the ability of a Participant or other payee to receive payment
                  of his or
                  her Account balance or benefit entitlement under a particular optional
                  form of benefit provided under the
                  Plan.

              


      

       

    

    
      	
              (e)  

            	
              Elimination
                of Optional Forms of Benefit. Effective for amendments
                adopted and effective on or after September 6, 2000, if the Plan
                is a
                401(k) plan or a profit sharing plan, the Sponsoring Employer may
                eliminate all annuity and installment forms of distribution (including
                the
                QJSA) only if the amendment provides a single-sum or lump sum distribution
                form that is otherwise identical to the optional form of benefit
                which is
                restricted or eliminated. For this purpose a single-sum or lump sum
                distribution form is otherwise identical only if it is identical
                in all
                respects to the eliminated or restricted optional form of benefit
                (or
                would be identical except that it provides greater rights to the
                payee)
                except with respect to the timing of payments after
                commencement.

            


    

     

    
      	
              (f)  

            	
              Certain
                Corrective Amendments. To satisfy the minimum coverage
                requirements of Code §410(b), the nondiscriminatory amount requirement of
                regulation §1.401(a)(4)-1(b)(2), or the nondiscriminatory plan amendment
                requirement of regulation §1.401(a)(4)-1(b)(4), a corrective amendment or
                change of the choice of options in the Adoption Agreement may
                retroactively increase allocations for Employees who benefited under
                the
                Plan during the Plan Year being corrected, or may grant allocations
                to
                Employees who did not benefit under the Plan during the Plan Year
                being
                corrected. To satisfy the nondiscriminatory current availability
                requirement of regulation §1.401(a)(4)-4(b) for benefits, rights or
                features, a corrective amendment or change of the choice of options
                in the
                Adoption Agreement may make a benefit, right or feature available
                to
                Employees to whom it was previously not available. A corrective amendment
                or change of the choice of options in the Adoption Agreement will
                not be
                effective prior to the date of adoption unless it satisfies the applicable
                requirements of regulation §1.401(a)(4)-11(g)(3)(ii) through (vii),
                including the requirement that, in order to be effective for the
                preceding
                Plan Year, such amendment or change of the choice of options in the
                Adoption Agreement must be adopted by the 15th day of the 10th month
                after
                the close of the preceding Plan
                Year.

            


    

     

    
      	
              10.2  

            	
              Termination
                By Sponsoring Employer. The Sponsoring Employer at any time can
                terminate the Plan and Trust in whole or in part in accordance with
                the
                following provisions:

            


    

     

    
      	
              (a)  

            	
              Termination
                of Plan. The Sponsoring Employer can terminate the Plan and
                Trust by filing written notice thereof with the Administrator and
                Trustee
                and by completely discontinuing contributions to the Plan. Upon any
                such
                termination, the Trust Fund will continue to be administered until
                distribution has been made to the Participants and other payees,
                which
                distribution must occur as soon as administratively feasible after
                the
                termination of the Plan, and must be made in accordance with the
                provisions of Article 5 of the Plan, including Section 5.6 where
                applicable. However, the Administrator may elect not to distribute
                the
                Accounts of Participants and other payees upon termination of the
                Plan but
                instead to transfer the entire Trust Fund assets and liabilities
                attributable to this terminated Plan to another qualified plan maintained
                by the Employer or its successor.

            


    

     

    
      	
              (b)  

            	
              Vesting
                Requirement. Upon complete termination of the Plan, or upon
                a complete discontinuance of contributions to the Plan, any Participant
                who is affected by such termination all Participants who have not
                incurred
                a Termination of Employment and all

            


    

     

    
      
        
        

      

      
        PAGE
          85

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 

              	
                Participants
                  who have incurred a Termination of Employment but have not incurred
                  a five
                  (5) year Break in Service will have a 100% Vested Interest in his
                  or her
                  unpaid Participant Account. Upon partial termination of the Plan
                  only
                  those Participants who have incurred a Termination of Employment on
                  account of the event which caused the partial termination but have
                  not
                  incurred a five (5) year Break in Service shall automatically have
                  a 100%
                  Vested Interest in his or her unpaid Participant Account to the
                  date of
                  partial termination.

              


      

       

    

    
      	
              (c)  

            	
              Discontinuance
                of Contributions. The Sponsoring Employer may at any time
                completely discontinue contributions to the Plan but continue the
                Plan in
                operation in all other respects, in which event the Trust Fund will
                continue to be administered until eventual full distribution of all
                benefits has been made to the Participants and other payees in accordance
                with Article 5 after their death, retirement, Disability or Termination
                of
                Employment. Any such discontinuance of contributions without an additional
                notice of termination from the Sponsor to the Administrator and Trustee
                will not constitute a termination of the
                Plan.

            


    

     

    
      	
              10.3  

            	
              Termination
                of Participation by Adopting Employer. Any Adopting Employer may
                by written resolution terminate its participation in the Plan at
                any time
                by notification to the Sponsor, the Administrator, and the Trustee.
                Such
                Adopting Employer may thereupon request a transfer of Trust Fund
                assets
                attributable to its Employees from this Plan to any successor qualified
                retirement plan maintained by the Adopting Employer or its successor.
                The
                Administrator may, however, refuse to make such transfer if in its
                considered opinion such transfer would operate to the detriment of
                any
                Participant, jeopardize the continued qualification of the Plan,
                or if
                such transfer does not comply with any requirements of the Internal
                Revenue Service. If no such transfer is made, the provisions in the
                definition of Adopting Employer in Article 1 will apply with respect
                to
                the payment of benefits for Employees of such Adopting
                Employer.

            


    

     

    
      	
              10.4  

            	
              Merger
                or Consolidation. This Plan and Trust may not be merged or
                consolidated with, nor may any of its assets or liabilities be transferred
                to, any other plan, unless the benefits payable to each Participant
                if the
                Plan was terminated immediately after such action would be equal
                to or
                greater than the benefits to which such Participant would have been
                entitled if this Plan had been terminated immediately before such
                action.
                If the Employer acquires another company in a "Section 410(b)(6)(C)
                transaction," employees of the acquired company may be excluded from
                this
                Plan regardless of the provisions of Section 2.1 of the Plan and
                the
                Adoption Agreement during the period beginning on the date of the
                transaction and ending on the last day of the Plan Year beginning
                after
                the date of the Transaction. A Section 410(b)(6)(C) transaction is
                an
                asset or stock acquisition, merger, or similar transaction involving
                a
                change in the employer of the employees of a
                business.

            


    

     

    ARTICLE
      XI

     

    MISCELLANEOUS
      PROVISIONS

     

    
      	
              11.1  

            	
              No
                Contract of Employment. Except as otherwise provided by law,
                neither the establishment of this Plan, any modification hereto,
                the
                creation of any fund or account, nor the payment of any benefits,
                will be
                construed as giving any Participant or other person any legal or
                equitable
                rights against the Employer, any officer or Employee thereof, or
                the
                Trustee, except as herein provided. Further, under no circumstances
                will
                the terms of employment of any Participant be modified or otherwise
                affected by this Plan.

            


    

     

    
      	
              11.2  

            	
              Title
                to Assets. No Participant or Beneficiary will have any right to,
                or any interest in, any assets of the Trust upon separation from
                service
                with the Employer, Affiliated Employer, or Adopting Employer, except
                as
                otherwise provided by the terms of the
                Plan.

            


    

     

    
      	
              11.3  

            	
              Qualified
                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
                §414(u).

            


    

     

    
      
        
        

      

      
        PAGE
          86

        
          

        

      

      
        
        

      

    

     

    
      	
              11.4  

            	
              Fiduciaries
                and Bonding. Plan Fiduciaries will have only those powers and
                duties specifically given to them under the terms of this Plan. In
                addition, every Fiduciary other than a bank, an insurance company,
                or a
                Fiduciary of an Employer which has no common-law employees, will
                be bonded
                in an amount not less than 10% of the amount of funds under such
                Fiduciary's supervision, but such bond will not be less than $1,000
                or
                more than $500,000 or such other amount that may be required by law.
                The
                bond will provide protection to the Plan against any loss for acts
                of
                fraud or dishonesty by a Fiduciary acting alone or in concert with
                others.
                The cost of such bond will be an expense of either the Employer or
                the
                Trust, at the election of the Sponsoring
                Employer.

            


    

     

    
      	
              11.5  

            	
              Severability
                of Provisions. If any Plan provision is held invalid or
                unenforceable, such invalidity or unenforceability will not affect
                any
                other provision of this Plan, and this Plan will be construed and
                enforced
                as if such provision had not been
                included.

            


    

     

    
      	
              11.6  

            	
              Gender
                and Number. Words used in the masculine gender will be construed
                as though they were also used in the feminine or neuter gender where
                applicable, and words used in the singular form will be construed
                as
                though they were also used in the plural form where
                applicable.

            


    

     

    
      	
              11.7  

            	
              Headings
                and Subheadings. Headings and subheadings are inserted for
                convenience of reference. They constitute no part of this Plan and
                are not
                to be considered in its
                construction.

            


    

     

    
      	
              11.8  

            	
              Legal
                Action. In any claim, suit or proceeding concerning the Plan
                and/or Trust which is brought against the Trustee or Administrator,
                this
                Plan and Trust will be construed and enforced according to the laws
                of the
                state in which the Sponsoring Employer maintains its principal place
                of
                business, to the extent that is not preempted by the provisions of
                ERISA.
                Furthermore, unless otherwise prohibited by law, either the Sponsoring
                Employer or the Trust, in the sole discretion of the Sponsoring Employer,
                will reimburse the Trustee and/or the Administrator for all costs,
                attorneys fees and other expenses associated with any such claim,
                suit or
                proceeding.

            


    

     

    
      	
              11.9  

            	
              Qualified
                Plan Status. This Plan and the related Trust Agreement and the
                related Adoption Agreement are intended to be a qualified retirement
                plan
                under the provisions of Code §401(a) and
                §501(a).

            


    

     

    
      	
              11.10  

            	
              Mailing
                of Notices to Administrator, Employer or Trustee. Notices,
                documents or forms required to be given to or filed with the
                Administrator, the Employer or the Committee will be either hand
                delivered
                or mailed by first class mail, postage prepaid, to the Committee
                or the
                Employer, at the Employer's principal place of business. Any notices,
                documents or forms required to be given to or filed with the Trustee
                will
                be either be hand delivered or mailed by first class mail, postage
                prepaid, to the Trustee at its principal place of
                business.

            


    

     

    
      	
              11.11  

            	
              Participant
                Notices and Waivers of Notices. Whenever written notice is
                required to be given under the terms of this Plan, such notice will
                be
                deemed to be given on the date that such written notice is either
                hand
                delivered to the recipient or deposited at a United States Postal
                Service
                Station, first class mail, postage paid. Notice may be waived by
                any party
                entitled to receive written notice concerning any matter under the
                terms
                of this Plan.

            


    

     

    
      	
              11.12  

            	
              No
                Duplication of Benefits. There will be no duplication of benefits
                under the Plan because of employment by more than one participating
                Employer.

            


    

     

    
      	
              11.13  

            	
              Evidence
                Furnished Conclusive. Anyone required to give evidence under the
                terms of the Plan may do so by certificate, affidavit, document or
                other
                information that the person to act in reliance may consider pertinent,
                reliable and genuine, and to have been signed, made or presented
                by the
                proper party or parties. The Plan Fiduciaries will be fully protected
                in
                acting and relying upon any evidence described under this
                Section.

            


    

     

    
      	
              11.14  

            	
              Release
                of Claims. Any payment to a Participant or Beneficiary, his or
                her legal representative, or

            


    

     

    
      
        
        

      

      
        PAGE
          87

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 

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

              


      

       

    

    
      	
              11.15  

            	
              Multiple
                Copies of Plan And/or Trust And/or Adoption Agreement. This Plan,
                the related Trust Agreement and the related Adoption Agreement may
                be
                executed in any number of counterparts, each of which will be deemed
                an
                original, but all of which will constitute one and the same Agreement
                or
                Trust Agreement, as the case may be, and will be binding on the respective
                successors and assigns of the Employer and all other
                parties.

            


    

     

    
      	
              11.16  

            	
              Loss
                of Prototype Status. If the Prototype Sponsor terminates the
                services of the Mass Submitter, this Plan will no longer qualify
                as a
                Prototype Plan and will be considered an individually-designed
                plan.

            


    

     

    
      	
              11.17  

            	
              Limitation
                of Liability and Indemnification. In addition to and in
                furtherance of any other limitations provided in the Plan, and to
                the
                extent permitted by applicable law, the Employer will indemnify and
                hold
                harmless its board of directors (collectively and individually),
                if any,
                the Administrative/Advisory Committee (collectively and individually),
                if
                any, and its officers, Employees, and agents against and with respect
                to
                any and all expenses, losses, liabilities, costs, and claims, including
                legal fees to defend against such liabilities and claims, arising
                out of
                their good-faith discharge of responsibilities under or incident
                to the
                Plan, excepting only expenses and liabilities resulting from willful
                misconduct. This indemnity will not preclude such further indemnities
                as
                may be available under insurance purchased by the Employer or as
                may be
                provided by the Employer under any by-law, agreement, vote of shareholders
                or disinterested directors, or otherwise, as such indemnities are
                permitted under state law. Payments with respect to any indemnity
                and
                payment of expenses or fees under this Section will be made only
                from
                assets of the Employer, and will not be made directly or indirectly
                from
                assets of the Trust.

            


    

     

    
      	
              11.18  

            	
              Written
                Elections and Forms. Whenever the word "written" or the words "in
                writing" are used, such words will include any method of communication
                permitted by the DOL with respect to such documentation. In a similar
                manner, the word "form" will include any other method of election
                permitted under current law. Such alternative methods will include,
                but
                not be limited to, electronic modes to the extent permitted by
                law.

            


    

     

    
      	
              11.19  

            	
              Assignment
                and Alienation of Benefits. Except as may otherwise be permitted
                under Code §401(a)(13)(C), or as may otherwise be permitted under a
                Qualified Domestic Relations Order as provided in Section 8.10, or
                as may
                otherwise be permitted under Section 7.1 relating to loans to
                Participants, no right or claim to, or interest in, any part of the
                Trust
                Fund, or any payment therefrom, will be assignable, transferable,
                or
                subject to sale, mortgage, pledge, hypothecation, commutation,
                anticipation, garnishment, attachment, execution, or levy of any
                kind, and
                the Trustees will not recognize any attempt to assign, transfer,
                sell,
                mortgage, pledge, hypothecate, commute, or anticipate the same, except
                to
                the extent required by law.

            


    

     

    
      	
              11.20  

            	
              Exclusive
                Benefit Rule. All contributions made by the Employer or an
                Affiliated Employer to the Trust Fund will be used for the exclusive
                benefit of the Participants who are Employees of the Employer or
                Affiliated Employer and for their Beneficiaries and will not be used
                for
                nor diverted to any other purpose except the payment of the costs
                of
                maintaining the Plan. All contributions made by an Adopting Employer
                who
                is not an Affiliated Employer will be used for the exclusive benefit
                of
                the Participants who are Employees of the Adopting Employer and for
                their
                Beneficiaries and will not be used for nor diverted to any other
                purpose
                except the payment of the Adopting Employers' proportionate costs
                of
                maintaining the Plan.

            


    

     

    
      	
              11.21  

            	
              Dual
                and Multiple Trusts. Plan assets may be held in two or more
                separate trusts, or in trust and by an insurance company
                or by a trust and under a custodial agreement. Plan assets may also
                be
                held in a common trust.

            


    

     

     

     

    PAGE
      88

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      ACCUDRAFT

      401(K)
        NON-STANDARDIZED PROTOTYPE

      ADOPTION
        AGREEMENT #002

       

      FOR
        USE WITH BASIC PLAN #01

      


      
        	
                Section
                  1. General Plan Information

              	 	 	
                2

              	 
	 	 	 	 	 
	
                Section
                  2. Service Definitions for Eligibility, Vesting and
                  Allocations

              	 	 	
                3

              	 
	 	 	 	 	 
	
                Section
                  3. Eligibility Requirements

              	 	 	
                4

              	 
	 	 	 	 	 
	
                Section
                  4. Elective Deferrals

              	 	 	
                12

              	 
	 	 	 	 	 
	
                Section
                  5. Safe Harbor Contributions

              	 	 	
                13

              	 
	 	 	 	 	 
	
                Section
                  6. Non-Safe Harbor Matching Contributions

              	 	 	
                15

              	 
	 	 	 	 	 
	
                Section
                  7. Non-Safe Harbor Non-Elective Contributions

              	 	 	
                17

              	 
	 	 	 	 	 
	
                Section
                  8. QMACs and QNECs

              	 	 	
                19

              	 
	 	 	 	 	 
	
                Section
                  9. Rollovers and Employee After-Tax Contributions

              	 	 	
                20

              	 
	 	 	 	 	 
	
                Section
                  10. Prevailing Wage Contributions

              	 	 	
                21

              	 
	 	 	 	 	 
	
                Section
                  11. Vesting Requirements

              	 	 	
                21

              	 
	 	 	 	 	 
	
                Section
                  12. Compensation Definitions

              	 	 	
                24

              	 
	 	 	 	 	 
	
                Section
                  13. Allocation of Forfeitures

              	 	 	
                29

              	 
	 	 	 	 	 
	
                Section
                  14. Allocation of Earnings and Losses

              	 	 	
                30

              	 
	 	 	 	 	 
	
                Section
                  15. Normal and Early Retirement Age

              	 	 	
                32

              	 
	 	 	 	 	 
	
                Section
                  16. Distribution Provisions

              	 	 	
                33

              	 
	 	 	 	 	 
	
                Section
                  17. Insurance, Loans and Directed Investments

              	 	 	
                36

              	 
	 	 	 	 	 
	
                Section
                  18. Highly Compensated Employee Elections

              	 	 	
                36

              	 
	 	 	 	 	 
	
                Section
                  19. Top Heavy Allocations

              	 	 	
                36

              	 
	 	 	 	 	 
	
                Section
                  20. 401(k) SIMPLE Provisions

              	 	 	
                36

              	 
	 	 	 	 	 
	
                Section
                  21. Miscellaneous Provisions

              	 	 	
                37

              	 
	 	 	 	 	 
	
                Section
                  22. Signature Provisions

              	 	 	
                37

              	 


      

       

      
        
          
          

        

        
          Page
            1

          
            

          

        

        
          
          

        

      

       

      Section
        1. General
        Plan Information

       

      
        	
              	1.1	
                Plan
                  Name PGT
                  Savings Plan
                  Plan #  001 

              


      

       

      
        	
              	1.2	
                Sponsoring
                  Employer PGT
                  Industries, Inc. 

              


      

       

      Street
        Address 1070
        Technology Drive


       

      City Nokomis
        State FL ZIP
        Code
34275


       

      Telephone
        #  (941)
        480-1600 Tax
        ID #  59-2038649
        Trust ID
        # 52-1481931 

       

      
        	
              	1.3	
                Fiscal
                  Year begins
                  ____________ and
                  ends ____________ oexcept
                  for a short Fiscal Year beginning ____________    

              


      

       

      
        
          	
                  1.4

                	
                  Type
                    of Business Entity(check one)

                	x	
                  C-Corporation

                	o	
                   LLC
                    (Limited Liability Company)

                
	 	 	
                  o

                	
                  S-Corporation

                	o	
                   LLP
                    (Limited Liability Partnership)

                
	 	 	o	
                  Sole
                    proprietor

                	o	
                   Tax
                    exempt organization

                
	 	 	o	
                  Partnership

                	o	
                    Other
                    

                


        

      

      
      

      
        	 	 	 


        	 	
                1.5

              	
                Adopting
                  Employers.
                  Check here oif
                  there are additional adopting employers and complete the "Adopting
                  Employer Addendum."

              


      

       

      
        	 	
                1.6

              	
                Plan
                  Administrator.
                  The Plan Administrator is:

              


      

       

      Name 
        PGT
        Industries, Inc.   

       

      Street
        Address  1070
        Technology Drive   City  Nokomis 

      


      State  FL ZIP
        Code 34275 Phone
        #  (941)
        480-1600

      


      
        	 	
                1.7

              	
                Trustees.
                  Check
                  here oif
                  all transactions must be approved by a majority of the Trustees
                  (unless
                  the Trustees have agreed by a majority of their number that a particular
                  act or transaction can be taken or approved by a single
                  Trustee).

              


      

       

      
        	
                o
Individual
                  Trustees

              	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	
                    Street
                  Address

              	 


      

       

      
        
          	
                  City

                	 	  
	 	
                  State

                	 	 
	 	
                  ZIP
                    Code

                	 	 



        

      

       

      x
Corporate
        Trustee  T.
        Rowe Price Trust Company

       

      Street
        Address  100
        East Pratt Street    


       

      City
        Baltimore  
        State MD 
        ZIP Code 21202 


       

      The
        corporate Trustee has the following investment powers: (check
        one)

       

      
        	 	o	
                Discretionary
                  Trustee. The
                  corporate Trustee has full discretion in investing the assets of
                  the Plan
                  except as otherwise instructed by the Administrator, by the Employer,
                  by
                  an Investment Manager, by another Named Fiduciary, oor
                  by a Participant in accordance with Section 17.3 of the Adoption
                  Agreement
                  with regard to Participant directed
                  investments.

              


      

       

      
        	 	x	
                Directed
                  Trustee. The
                  corporate Trustee is only permitted to invest the assets of the
                  Plan as
                  directed by the Administrator, by the Employer, by an Investment
                  Manager,
                  by another Named Fiduciary, xor
                  by a Participant in accordance with Section 17.3 of the Adoption
                  Agreement
                  with regard to Participant directed
                  investments.

              


      

       

      
        	 	
                1.8

              	
                Effective
                  Dates

              


      

       

      o
This
        is a new plan effective
        ________________.

       

      
        
          
          

        

        
          Page
            2

          
            

          

        

        
          
          

        

      

       

      x
This
        is an amended and
        restated plan effective 10/30/2006 
        with an
        original effective date of 10/1/1982.

       

      o
This
        is a frozen plan
        which was frozen ________________
        and has
        an original effective date of ________________.
        No
        additional Employees are eligible to enter the Plan on or after
        ______,
        and the
        Plan will continue to be administered under the terms of the Plan as in effect
        on  ________________.

       

      
        	
              	1.9	
                Plan
                  Year begins 1/1
                  and ends 12/31
                  o except
                  for a short Plan Year beginning
                  __________________________________.

              


      

       

      
        	 	
                1.10

              	
                Anniversary
                  Date. The
                  Anniversary Date of the Plan is December
                  31st.

              


      

       

      
        	 	
                1.11

              	
                Permitted
                  Contributions. The
                  contributions indicated below are currently permitted under the
                  terms of
                  the Plan. (check
                  all that apply).

              


      

       

      x
Pre-Tax
        Elective
        Deferrals (see
        Section 4 on page 10)

       

      o
Roth
        Elective Deferrals
        (see
        Section 4 on page 10)

       

      o
ADP
        Safe Harbor
        Contributions (see
        Section 5 on page 11)

       

      o
ACP
        Safe Harbor
        Contributions (see
        Section 5 on page 11)

       

      x
Non-Safe
        Harbor
        Matching Contributions (see
        Section 6 on page 12)

       

      x
Non-Safe
        Harbor
        Non-Elective Contributions (see
        Section 7 on page 14)

       

      x
Qualified
        Matching
        Contributions (see
        Section 8 on page 16)

       

      x
Qualified
        Non-Elective
        Contributions (see
        Section 8 on page 16)

       

      x
Rollover
        Contributions (see
        Section 9 on page 16)

       

      o
Voluntary
        Employee
        Contributions (see
        Section 9 on page 16)

       

      o
Mandatory
        Employee
        Contributions (see
        Section 9 on page 17)

       

      o
Deemed
        IRA
        Contributions (see
        Section 9 on page 17)

       

      o
Prevailing
        Wage
        Contributions
        (see
        Section 10 on page 17)

       

      Section
        2. Service
        Definitions for Eligibility, Vesting and Allocations

       

      
        	 	
                2.1

              	
                Method
                  of Determining Service. An
                  Employee's Years of Service/Periods of Service ("Service") will
                  be
                  determined as follows:

              


      

       

      
        	 	
                (a)

              	
                o Counting
                  of
                  Hours Method Only. A
                  Participant's Service for all purposes will be determined by the
                  Counting
                  of Hours Method, and a Year of Service for eligibility and Vesting
                  is
                  determined by the following number of Hours of
                  Service:

              


      

       

      For
        eligibility. At
        least
        __________
        Hours of
        Service (max.
        1,000)

       

      For
        Vesting. At
        least
        __________ 
        Hours of
        Service (max.
        1,000)

       

      For
        a Break in Service. Not
        more
        than __________ 
        Hours of Service (max.
        500)

       

      
        	 	
                (b)

              	
                o Elapsed
                  Time Method Only. A
                  Participant's Service for all purposes will be determined by the
                  Elapsed
                  Time Method.

              


      

       

      
        	 	
                (c)

              	
                x A
                  mixture of methods. A
                  Participant's Service for each purpose will be determined by the
                  method
                  selected below.

              


      

       

      For
        eligibility purposes: (check
        one)

       

      
        	
              	x	
                Elapsed
                  Time Method

              


      

       

      
        	
              	o	
                
                  Counting
                    of Hours Method. A Year of Service for eligibility purposes is
                    ________
                    Hours
                    of Service (max.
                    1,000)
                    and a Break in Service for eligibility purposes is _______ Hours
                    of Service (max.
                    500)

                

              


      

       

      For
        Vesting purposes: (check
        one)

       

      
        	
              	o	
                Elapsed
                  Time Method

              


      

       

      
        	
              	x	
                Counting
                  of Hours Method. A Year of Service for Vesting purposes is 1,000
                  Hours
                  of Service (max.
                  1,000) and
                  a Break in Service for Vesting purposes is 500
                  Hours
                  of Service (max.
                  500)

              


      

       

      
        
          
          

        

        
          Page
            3

          
            

          

        

        
          
          

        

      

       

      For
        benefit accrual and allocation purposes: (check
        one)

       

      
        	
              	o	
                Elapsed
                  Time Method

              


      

       

      
        	
              	x	
                Counting
                  of Hours Method

              


      

       

      
        	
              	2.2	
                x
Predecessor
                  Service. Service
                  with the following entity or entities will be credited for the
                  purposes,
                  if any, indicated in (a), (b), (c) and (d) below: Triple
                  Diamond Glass, Inc., Binnings Building Products, Inc. 

              


        	 	 	    
                 ______________________________________________________________________________________________________________


        	 	 	    
                 ______________________________________________________________________________________________________________


        	 	 	    
                 ______________________________________________________________________________________________________________


      

       

      
        	
              	(a)	
                x
Elective
                  Deferrals, ADP Safe Harbor Contributions, QMACs and QNECs.
                  Service
                  with any entity listed above will be given for eligibility under
                  Section
                  3.2(a) and (b) of the Adoption
                  Agreement.

              


      

       

      
        	
              	(b)	
                o
ACP
                  Safe Harbor Matching Contributions. Service
                  with any entity listed above will be given for < oeligibility
                  under Section 3.2(b) of the Adoption Agreement > < oVesting
                  under Section 11.3 of the Adoption Agreement
                  >.

              


      

       

      
        	
              	(c)	
                x
Non-Safe
                  Harbor Matching Contributions. Service
                  with any entity listed above will be given for < xeligibility
                  under Section 3.2(d) of the Adoption Agreement > < xVesting
                  under Section 11.4 of the Adoption Agreement
                  >.

              


      

       

      
        	
              	(d)	
                x Non-Safe
                  Harbor Non-Elective Contributions. Service
                  with any entity listed above will be given for < xeligibility
                  under Section 3.2(e) of the Adoption Agreement > < x Vesting
                  under Section 11.5 of the Adoption Agreement
                  >.

              


      

       

      
        	 	
                2.3

              	
                Re-Hired
                  Employees. The
                  Service of an Eligible Employee who terminates employment and is
                  re-hired
                  after incurring a Break in Service will be credited in accordance
                  with the
                  provisions selected below.

              


      

       

      
        	 	
                (a)

              	
                Such
                  Eligible Employee's Service prior to the Break in Service
                  will: (check
                  one)

              


      

       

      
        	 	x	
                Only
                  be credited as required under the rule of parity as provided in
                  Code
                  §410(a)(5).

              


      

       

      
        	 	o	
                Be
                  credited regardless of the number of Breaks in Service and regardless
                  of
                  whether the Employee was Vested

              


      

       

      
        	 	
                (b)

              	
                Such
                  Eligible Employee will enter the Plan as a
                  Participant: (check
                  one)

              


      

       

      
        	 	x	
                Immediately
                  upon re-employment

              


      

       

      
        	 	o	
                Only
                  after being credited with an additional Year of Service (with retroactive
                  service credit)

              


      

       

      2.4  Computation
        Periods. If
        eligibility and/or Vesting are determined by the Counting of Hours Method,
        the
        following will apply:

       

      
        	 	
                (a)

              	
                The
                  eligibility computation period will: (check
                  one, if applicable)

              


      

       

      
        	 	o	
                Be
                  based on an Employee's 12-month employment
                  year

              


      

       

      
        	 	o	
                Switch
                  to the Plan Year after an Employee's initial 12-month employment
                  year

              


      

       

      
        	 	
                (b)

              	
                The
                  Vesting computation period will be: (check
                  one, if applicable)

              


      

       

      
        	 	x	
                The
                  Plan Year

              


      

       

      
        	 	o	
                Based
                  on an Employee's 12-month employment
                  year

              


      

       

      
        	 	
                (c)

              	
                An
                  Employee will be deemed to have been credited with a Year of Service
                  for
                  eligibility purposes: (check
                  one)

              


      

       

      
        	 	o	
                At
                  the end of the eligibility computation period in which he or she
                  is
                  credited with the required Hours of
                  Service

              


      

       

      
        	 	o	
                At
                  the time he or she is actually credited with the required Hours
                  of
                  Service

              


      

       

      Section
        3. Eligibility
        Requirements 

       

      
        	 	
                3.1

              	
                Eligible
                  Employees. All
                  Employees are considered Eligible Employees xexcept
                  for the class or classes of Employees (as defined in Section 2.1
                  of the
                  Basic Plan) below who are excluded from participating for the purpose
                  indicated: (check
                  any that apply)

              


      

       

      
        	
              	(a)	
                x
Ineligible
                  Classes for
                  Elective
                  Deferrals,
                  QMACs
                  and QNECs: (check
                  all that apply)

              


      

       

      
        
          
          

        

        
          Page
            4

          
            

          

        

        
          
          

        

        
           

          
            	
                  	o	Union
                    Employees


          

          
            
              
                 

                
                  	
                        	o	Non-Resident
                          Aliens


                

                
                  
                    
                       

                      
                        	
                              	o	"Merger and Acquisition"
                                Employees (but
                                only during the statutory exclusion period)


                      

                      
                        
                          
                             

                            
                              	
                                    	x	Leased Employees
                                      (not otherwise excluded by
                                      statute)


                            

                            
                              
                                
                                   

                                  
                                    	
                                          	o	Employees
                                            determined to be undocumented
                                            workers


                                  

                                  
                                    
                                      
                                         

                                        
                                          	
                                                	x	Employees
                                                  of an Affiliated Employer that
                                                  does
                                                  not adopt this Plan


                                        

                                        
                                          
                                            
                                               

                                              
                                                	
                                                      	o	Key
                                                        Employees


                                              

                                              
                                                
                                                  
                                                     

                                                    
                                                      	
                                                            	o	Highly
                                                              Compensated
                                                              Employees


                                                    

                                                    
                                                      
                                                        
                                                          
                                                             

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
        	
              	o	
                Employees
                  who are paid primarily < oby
                  salary > < oby
                  the hour > < oby
                  commissions >

              


      

       

      
        
          	
                	x	
                  Other seasonal
                    employees  

                


        

      

      
        
          	 	 	________________________________________________________________________


        

        
          
            	 	 	________________________________________________________________________


          

          
            
              	 	 	________________________________________________________________________


            

            
              
                	 	 	________________________________________________________________________


              

            

          

        

      

       

      
        	
              	(b)	
                o
Ineligible
                  Classes for
                  ADP
                  Safe Harbor Contributions: (check
                  all that apply)

              


      

       

      
        
          	
                	o	Union
                  Employees


        

        
          
            
              
                 

                
                  	
                        	o	Non-Resident
                          Aliens


                

                
                  
                    
                      
                         

                        
                          
                            	
                                  	o	"Merger and Acquisition"
                                    Employees (but
                                    only during the statutory exclusion period)


                          

                           

                          
                            
                              	
                                    	o	Leased Employees
                                      (not otherwise excluded by
                                      statute)


                            

                            
                              
                                
                                  
                                    
                                       

                                      
                                        
                                          	
                                                	o	Employees
                                                  determined to be undocumented
                                                  workers


                                        

                                        
                                          
                                            
                                              
                                                
                                                   

                                                  
                                                    
                                                      	
                                                            	o	Employees
                                                              of an Affiliated Employer
                                                              that does
                                                              not adopt this Plan


                                                    

                                                    
                                                      
                                                        
                                                           

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                              
                                                
                                                  
                                                    
                                                      	
                                                            	o	Key
                                                              Employees


                                                    

                                                    
                                                      
                                                        
                                                          
                                                            
                                                               

                                                              
                                                                
                                                                  	
                                                                        	o	Highly
                                                                          Compensated
                                                                          Employees


                                                                

                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                           

                                                                          
                                                                            
                                                                              	
                                                                                    	o	Employees
                                                                                      who
                                                                                      are
                                                                                      paid
                                                                                      primarily
                                                                                      < oby
                                                                                      salary
>
< oby
                                                                                      the
                                                                                      hour
>
< oby
                                                                                      commissions
>


                                                                            

                                                                            
                                                                              
                                                                                
                                                                                   

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
        
          	
                	o	
                  Other 
                    __________________________________________________________________________________

                


          	 	 	        
                  _______________________________________________________________________


          	 	 	        
                  _______________________________________________________________________


          	 	 	        
                  _______________________________________________________________________


          	 	 	        
                  _______________________________________________________________________


        

         

      

      
        	
              	(c)	
                o
Ineligible
                  Classes for
                  ACP
                  Safe Harbor Matching Contributions: (check
                  all that apply)

              


      

       

      
        
          
            
              	
                    	o	Union
                      Employees


            

            
              
                
                  
                     

                    
                      
                        
                          
                            	
                                  	o	Non-Resident
                                    Aliens


                          

                          
                            
                              
                                
                                   

                                  
                                    
                                      
                                        
                                          	
                                                	o	"Merger
                                                  and Acquisition" Employees (but
                                                  only during the statutory exclusion
                                                  period)


                                        

                                        
                                          
                                            
                                              
                                                 

                                                
                                                  
                                                    
                                                      
                                                        	
                                                              	o	Leased
                                                                Employees (not otherwise
                                                                excluded by
                                                                statute)


                                                      

                                                      
                                                        
                                                          
                                                            
                                                               

                                                              
                                                                
                                                                  
                                                                    
                                                                      	
                                                                            	o	Employees
                                                                              determined
                                                                              to
                                                                              be
                                                                              undocumented
                                                                              workers


                                                                    

                                                                    
                                                                      
                                                                        
                                                                          
                                                                             

                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    	
                                                                                          	o	Employees
                                                                                            of
                                                                                            an
                                                                                            Affiliated
                                                                                            Employer
                                                                                            that
                                                                                            does
                                                                                            not
                                                                                            adopt
                                                                                            this
                                                                                            Plan


                                                                                  

                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                           

                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  	
                                                                                                        	o	Key
                                                                                                          Employees


                                                                                                

                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                         

                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                	
                                                                                                                      	o	Highly
                                                                                                                        Compensated
                                                                                                                        Employees


                                                                                                              

                                                                                                              
                                                                                                                
                                                                                                                  
                                                                                                                     

                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
        
          
          

        

        
          Page
            5

          
            

          

        

        
          
          

        

      

      
        
           

          
            
              
                
                  	
                        	o	Employees who are paid
                          primarily
                          < oby
                          salary > < oby
                          the hour > < oby
                          commissions >


                

                
                  
                    
                       

                    

                  

                

              

            

          

        

      

      
        
          
            	
                  	o	
                    Other 
                      __________________________________________________________________________________

                  


            	 	 	        
                    _______________________________________________________________________


            	 	 	        
                    _______________________________________________________________________


            	 	 	        
                    _______________________________________________________________________


            	 	 	        
                    _______________________________________________________________________


          

           

        

      

      
        	
              	
                (d)

              	
                x
Ineligible
                  Classes for
                  Non-Safe
                  Harbor Matching Contributions: (check
                  all that apply)

              


      

      
        
           

          
            
              
                
                  	
                        	o	Union
                          Employees


                

                
                  
                    
                      
                        
                           

                          
                            
                              
                                
                                  	
                                        	o	Non-Resident
                                          Aliens


                                

                                
                                  
                                    
                                      
                                        
                                           

                                          
                                            
                                              
                                                
                                                  	
                                                        	o	"Merger
                                                          and Acquisition" Employees
                                                          (but
                                                          only during the statutory
                                                          exclusion period)


                                                

                                                
                                                  
                                                    
                                                      
                                                        
                                                           

                                                          
                                                            
                                                              
                                                                
                                                                  	
                                                                        	x	Leased
                                                                          Employees
                                                                          (not otherwise
                                                                          excluded
                                                                          by
                                                                          statute)


                                                                

                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                           

                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  	
                                                                                        	o	Employees
                                                                                          determined
                                                                                          to
                                                                                          be
                                                                                          undocumented
                                                                                          workers


                                                                                

                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                           

                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  	
                                                                                                        	x	Employees
                                                                                                          of
                                                                                                          an
                                                                                                          Affiliated
                                                                                                          Employer
                                                                                                          that
                                                                                                          does
                                                                                                          not
                                                                                                          adopt
                                                                                                          this
                                                                                                          Plan


                                                                                                

                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                           

                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                
                                                                                                                  	
                                                                                                                        	o	Key
                                                                                                                          Employees


                                                                                                                

                                                                                                                
                                                                                                                  
                                                                                                                    
                                                                                                                      
                                                                                                                        
                                                                                                                           

                                                                                                                          
                                                                                                                            
                                                                                                                              
                                                                                                                                
                                                                                                                                  	
                                                                                                                                        	o	Highly
                                                                                                                                          Compensated
                                                                                                                                          Employees


                                                                                                                                

                                                                                                                                
                                                                                                                                  
                                                                                                                                    
                                                                                                                                      
                                                                                                                                        
                                                                                                                                           

                                                                                                                                          
                                                                                                                                            
                                                                                                                                              
                                                                                                                                                
                                                                                                                                                  	
                                                                                                                                                        	o	Employees
                                                                                                                                                          who
                                                                                                                                                          are
                                                                                                                                                          paid
                                                                                                                                                          primarily
                                                                                                                                                          < oby
                                                                                                                                                          salary
>
< oby
                                                                                                                                                          the
                                                                                                                                                          hour
>
<
o by
                                                                                                                                                          commissions
>


                                                                                                                                                

                                                                                                                                                
                                                                                                                                                  
                                                                                                                                                    
                                                                                                                                                       

                                                                                                                                                    

                                                                                                                                                  

                                                                                                                                                

                                                                                                                                              

                                                                                                                                            

                                                                                                                                          

                                                                                                                                        

                                                                                                                                      

                                                                                                                                    

                                                                                                                                  

                                                                                                                                

                                                                                                                              

                                                                                                                            

                                                                                                                          

                                                                                                                        

                                                                                                                      

                                                                                                                    

                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
        
          	
                	x	
                  Other seasonal
                    employees

                


          	 	 	       
                  ________________________________________________________________________


          	 	 	       
                  ________________________________________________________________________


          	 	 	       
                  ________________________________________________________________________


          	 	 	       
                  ________________________________________________________________________


        

         

      

      
        	
              	
                
                  (e)

                

              	
                x
Ineligible
                  Classes for
                  Non-Safe
                  Harbor Non-Elective Contributions: (check
                  all that apply)

              


      

      
        
          
             

            
              
                
                  
                    	
                          	o	Union
                            Employees


                  

                  
                    
                      
                        
                          
                            
                               

                              
                                
                                  
                                    
                                      	
                                            	o	Non-Resident
                                              Aliens


                                    

                                    
                                      
                                        
                                          
                                            
                                              
                                                 

                                                
                                                  
                                                    
                                                      
                                                        	
                                                              	o	"Merger
                                                                and Acquisition"
                                                                Employees (but only
                                                                during the statutory
                                                                exclusion period)


                                                      

                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                   

                                                                  
                                                                    
                                                                      
                                                                        
                                                                          	
                                                                                	x	Leased
                                                                                  Employees
                                                                                  (not
                                                                                  otherwise
                                                                                  excluded
                                                                                  by
                                                                                  statute)


                                                                        

                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                     

                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            	
                                                                                                  	o	Employees
                                                                                                    determined
                                                                                                    to
                                                                                                    be
                                                                                                    undocumented
                                                                                                    workers


                                                                                          

                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                         

                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                	
                                                                                                                      	x	Employees
                                                                                                                        of
                                                                                                                        an
                                                                                                                        Affiliated
                                                                                                                        Employer
                                                                                                                        that
                                                                                                                        does
                                                                                                                        not
                                                                                                                        adopt
                                                                                                                        this
                                                                                                                        Plan


                                                                                                              

                                                                                                              
                                                                                                                
                                                                                                                  
                                                                                                                    
                                                                                                                      
                                                                                                                        
                                                                                                                          
                                                                                                                             

                                                                                                                            
                                                                                                                              
                                                                                                                                
                                                                                                                                  
                                                                                                                                    	
                                                                                                                                          	o	Key
                                                                                                                                            Employees


                                                                                                                                  

                                                                                                                                  
                                                                                                                                    
                                                                                                                                      
                                                                                                                                        
                                                                                                                                          
                                                                                                                                            
                                                                                                                                              
                                                                                                                                                 

                                                                                                                                                
                                                                                                                                                  
                                                                                                                                                    
                                                                                                                                                      
                                                                                                                                                        	
                                                                                                                                                              	o	Highly
                                                                                                                                                                Compensated
                                                                                                                                                                Employees


                                                                                                                                                      

                                                                                                                                                      
                                                                                                                                                        
                                                                                                                                                          
                                                                                                                                                            
                                                                                                                                                              
                                                                                                                                                                
                                                                                                                                                                  
                                                                                                                                                                     

                                                                                                                                                                    
                                                                                                                                                                      
                                                                                                                                                                        
                                                                                                                                                                          
                                                                                                                                                                            	
                                                                                                                                                                                  	o	Employees
                                                                                                                                                                                    who
                                                                                                                                                                                    are
                                                                                                                                                                                    paid
                                                                                                                                                                                    primarily
<
o by
                                                                                                                                                                                    salary
>
<
o by
                                                                                                                                                                                    the
                                                                                                                                                                                    hour
>
<
o by
                                                                                                                                                                                    commissions
>


                                                                                                                                                                          

                                                                                                                                                                          
                                                                                                                                                                            
                                                                                                                                                                              
                                                                                                                                                                                
                                                                                                                                                                                  
                                                                                                                                                                                    
                                                                                                                                                                                      
                                                                                                                                                                                         

                                                                                                                                                                                      

                                                                                                                                                                                    

                                                                                                                                                                                  

                                                                                                                                                                                

                                                                                                                                                                              

                                                                                                                                                                            

                                                                                                                                                                          

                                                                                                                                                                        

                                                                                                                                                                      

                                                                                                                                                                    

                                                                                                                                                                  

                                                                                                                                                                

                                                                                                                                                              

                                                                                                                                                            

                                                                                                                                                          

                                                                                                                                                        

                                                                                                                                                      

                                                                                                                                                    

                                                                                                                                                  

                                                                                                                                                

                                                                                                                                              

                                                                                                                                            

                                                                                                                                          

                                                                                                                                        

                                                                                                                                      

                                                                                                                                    

                                                                                                                                  

                                                                                                                                

                                                                                                                              

                                                                                                                            

                                                                                                                          

                                                                                                                        

                                                                                                                      

                                                                                                                    

                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
        
          
            	
                  	x	
                    Other seasonal
                      employees  

                  


            	 	 	       
                    ________________________________________________________________________


            	 	 	       
                    ________________________________________________________________________


            	 	 	       
                    ________________________________________________________________________


            	 	 	       
                    ________________________________________________________________________


          

           

        

      

      
        	 	
                3.2

              	
                Minimum
                  Age and Service Requirements. An
                  Eligible Employee (see
                  Section 3.1 above) will
                  be eligible to enter the Plan as a Participant for the indicated
                  purpose
                  on the applicable Entry Date upon satisfying the following age
                  and/or
                  service requirements:

              


      

       

      
        	
              	(a)	
                x
Requirements
                  for
                  Elective
                  Deferrals,
                  QMACs
                  and QNECs: (check
                  one age and one service
                  requirement)

              


      

       

      
        	
                 3.2

              	
                Age

              	
                Service

              
	 	
                x
None

              	
                o
1) None

              
	 	
                o
18

              	
                o
2) 1-Year
                  Period of Service (elapsed
                  time only)

              


      

      
        
          	 	
                  o
19

                	
                  x
3) 3< xmonth
                    (max.
                    12) >
                    < oday
                    (max.
                    365) >
                    Period of Service (elapsed
                    time only)

                
	 	
                  o
20

                	
                  o
4) 1
                    Year of Service

                
	 	
                  o
201⁄2

                	
                  o
5) 1
                    Year of Service, or if earlier, ______ (max. 11)
                    consecutive
                    calendar months of employment < o in
                    which the Employee is credited with at least _____ Hours of Service
                    per
                    month >.

                
	 	
                  o
21

                	
                  o
6) 1
                    Year of Service, or if earlier, ______ (max. 364)
                    consecutive
                    days of employment 

                       
                    < o in
                    which the Employee is credited with at least _____ Hours of Service
                    per
                    day >.

                


        

      

       

      
        
          
          

        

        
          Page
            6

          
            

          

        

        
          
          

        

      

      


      
        	
              	(b)	
                o
Requirements
                  for
                  ADP
                  Safe Harbor Contributions: (check
                  one age and one service
                  requirement)

              


      

       

      
        	
                
                

              	
                Age

              	
                Service

              
	 	
                o
None

              	
                o
1) None

              
	 	
                o
18

              	
                o
2) 1-Year
                  Period of Service (elapsed
                  time only)

              
	 	
                o
19

              	
                o
3) ___
                  < omonth
                  (max.
                  12) >
                  < oday
                  (max.
                  365) >
                  Period of Service (elapsed
                  time only)

              
	 	
                o
20

              	
                o
4) 1
                  Year of Service

              
	 	
                o
201⁄2

              	
                o
5) 1
                  Year of Service, or if earlier, ______ (max. 11)
                  consecutive
                  calendar months of employment < o
                  in
                  which the Employee is credited with at least _____ Hours of Service
                  per
                  month >.

              
	 	
                o
21

              	
                o
6) 1
                  Year of Service, or if earlier, ______ (max. 364)
                  consecutive
                  days of employment 

                 
                  < oin
                  which the Employee is credited with at least _____ Hours of Service
                  per
                  day >.

              


      

      


      
        	
              	(c)	
                o
Requirements
                  for
                  ACP
                  Safe Harbor Contributions: (check
                  one age and one service
                  requirement)

              


      

       

      
        	 	
                Age

              	
                Service

              
	 	
                o
None

              	
                o
1) None

              
	 	
                o
18

              	
                o
2) 1-Year
                  Period of Service (elapsed
                  time only)

              
	 	
                o
19

              	
                o
3) ___
                  < omonth
                  (max.
                  12) >
                  < oday
                  (max.
                  365) >
                  Period of Service (elapsed
                  time only)

              
	 	
                o
20

              	
                o
4) 1
                  Year of Service

              
	 	
                o
201⁄2

              	
                o
5) 1
                  Year of Service, or if earlier, ______ (max. 11)
                  consecutive
                  calendar months of employment < oin
                  which the Employee is credited with at least _____ Hours of Service
                  per
                  month >.

              
	 	
                o
21

              	
                o
6) 1
                  Year of Service, or if earlier, ______ (max. 364)
                  consecutive
                  days of employment 

                 
                  < o in
                  which the Employee is credited with at least _____ Hours of Service
                  per
                  day >.

              


      

      


      
        	
              	(d)	
                x
Requirements
                  for
                  Non-Safe
                  Harbor Matching Contributions: (check
                  one age and one service
                  requirement)

              


      

       

      
        	 	
                Age

              	
                Service

              
	 	
                x
None

              	
                o
1) None

              
	 	
                o
18

              	
                o
2) ___-Year
                  Period of Service (max.
                  2 - elapsed time only)

              
	 	
                o
19

              	
                x
3) 3<
                  x  month
                  (max.
                  24) >
                  < o day
                  (max.
                  730) >
                  Period of Service (elapsed
                  time only)

              
	 	
                o
20

              	
                o
4) __
                  Year(s)
                  of Service (max.
                  2)

              
	 	
                o
201⁄2

              	
                o
5) 1
                  Year of Service, or if earlier, ______ (max. 11)
                  consecutive
                  calendar months of employment < o
                  in
                  which the Employee is credited with at least _____ Hours of Service
                  per
                  month >.

              
	 	
                o
21

              	
                o
6) 1
                  Year of Service, or if earlier, ______ (max. 364)
                  consecutive
                  days of employment 

                 
                  < oin
                  which the Employee is credited with at least _____ Hours of Service
                  per
                  day >.

              


      

      


      
        	
              	(e)	
                x
Requirements
                  for
                  Non-Safe
                  Harbor Non-Elective Contributions: (check
                  one age and one service
                  requirement)

              


      

       

      
        	 	
                Age

              	
                Service

              
	 	
                x
None

              	
                o
1) None

              
	 	
                o
18

              	
                o
2) ___-Year
                  Period of Service (max.
                  2 - elapsed time only)

              
	 	
                o
19

              	
                x
3) 3<
                  month
                  (max.
                  24) >
                  < o day
                  (max.
                  730) >
                  Period of Service (elapsed
                  time only)

              
	 	
                o
20

              	
                o
4)
                  __
                  Year(s)
                  of Service (max.
                  2)

              
	 	
                o
201⁄2

              	
                o
5) 1
                  Year of Service, or if earlier, ______ (max. 11)
                  consecutive
                  calendar months of employment < o
                  in
                  which the Employee is credited with at least _____ Hours of Service
                  per
                  month >.

              
	 	
                o
21

              	
                o
6) 1
                  Year of Service, or if earlier, ______ (max. 364)
                  consecutive
                  days of employment 

                 
                  < o
                  in
                  which the Employee is credited with at least _____ Hours of Service
                  per
                  day >.

              


      

      


      
        	 	
                3.3

              	
                Entry
                  Dates. An
                  Eligible Employee who has satisfied the applicable age and service
                  requirements selected in Section 3.2 will enter the Plan as a Participant
                  for the applicable purpose on the Entry Date (as defined in Section
                  2.2 of
                  the Basic Plan) selected below.

              


      

       

      
        	
              	(a)	
                x
Entry
                  Date for
                  Elective
                  Deferrals,
                  QMACs
                  and QNECs: (check
                  one)

              


      

       

      Note:
        If Section 3.2(a)(5) or (6) is selected as the eligibility service requirement
        for Elective Deferrals, QMACs and QNECs, an Eligible Employee who is entering
        the Plan after satisfying the 1 Year of Service component of such service
        requirement will enter the Plan as a Participant on the earlier of the first
        day
        of the Plan Year following the date he or she satisfies the 1 Year of Service
        requirement (and any applicable age requirement), or six months after satisfying
        the 1 Year of Service requirement (and any applicable age requirement), and
        the
        Entry Date(s) selected below will only apply to an Eligible Employee who
        is
        entering the Plan as a Participant after satisfying the months (or days)
        component of such service requirement (and any applicable age
        requirement).

      
        
           

          
            
              
                
                  	
                        	o	Retroactive to the first
                          day of Plan Year in
                          which the requirements are satisfied.


                

                
                  
                    
                      
                        
                          
                            
                               

                              
                                
                                  
                                    
                                      	
                                            	o	The
                                              first day of the Plan Year coincident
                                              with
                                              or following the date the requirements
                                              are satisfied. (See
                                              1 below)


                                    

                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                   

                                                  
                                                    
                                                      
                                                      

                                                    

                                                    
                                                      Page
                                                        7

                                                      
                                                        

                                                      

                                                    

                                                    
                                                      
                                                      

                                                    

                                                  

                                                   

                                                  
                                                    
                                                      
                                                        
                                                          	
                                                                	o	The
                                                                  first day of the
                                                                  Plan Year nearest
                                                                  the
                                                                  date the requirements
                                                                  are satisfied.


                                                        

                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                       

                                                                      
                                                                        
                                                                          
                                                                            
                                                                              	
                                                                                    	o	The
                                                                                      last
                                                                                      day
                                                                                      of
                                                                                      the
                                                                                      Plan
                                                                                      Year
                                                                                      coincident
                                                                                      with
                                                                                      or
                                                                                      following
                                                                                      the
                                                                                      date
                                                                                      the
                                                                                      requirements
                                                                                      are
                                                                                      satisfied.
(See
                                                                                      1
                                                                                      below)


                                                                            

                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                           

                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  	
                                                                                                        	o	The
                                                                                                          last
                                                                                                          day
                                                                                                          of
                                                                                                          the
                                                                                                          Plan
                                                                                                          Year
                                                                                                          nearest
                                                                                                          the
                                                                                                          date
                                                                                                          the
                                                                                                          requirements
                                                                                                          are
                                                                                                          satisfied.


                                                                                                

                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                               

                                                                                                              
                                                                                                                
                                                                                                                  
                                                                                                                    
                                                                                                                      	
                                                                                                                            	x	The
                                                                                                                              first
                                                                                                                              day
                                                                                                                              of
                                                                                                                              the
                                                                                                                              month
                                                                                                                              coincident
                                                                                                                              with
                                                                                                                              or
                                                                                                                              following
                                                                                                                              the
                                                                                                                              date
                                                                                                                              the
                                                                                                                              requirements
                                                                                                                              are
                                                                                                                              satisfied.


                                                                                                                    

                                                                                                                    
                                                                                                                      
                                                                                                                        
                                                                                                                          
                                                                                                                            
                                                                                                                              
                                                                                                                                
                                                                                                                                   

                                                                                                                                  
                                                                                                                                    
                                                                                                                                      
                                                                                                                                        
                                                                                                                                          	
                                                                                                                                                	o	The
                                                                                                                                                  first
                                                                                                                                                  day
                                                                                                                                                  of
                                                                                                                                                  the
                                                                                                                                                  payroll
                                                                                                                                                  period
                                                                                                                                                  coincident
                                                                                                                                                  with
                                                                                                                                                  or
                                                                                                                                                  following
                                                                                                                                                  the
                                                                                                                                                  date
                                                                                                                                                  the
                                                                                                                                                  requirements
                                                                                                                                                  are
                                                                                                                                                  satisfied.


                                                                                                                                        

                                                                                                                                        
                                                                                                                                          
                                                                                                                                            
                                                                                                                                              
                                                                                                                                                
                                                                                                                                                  
                                                                                                                                                    
                                                                                                                                                       

                                                                                                                                                      
                                                                                                                                                        
                                                                                                                                                          
                                                                                                                                                            
                                                                                                                                                              	
                                                                                                                                                                    	o	The
                                                                                                                                                                      same
                                                                                                                                                                      day
                                                                                                                                                                      the
                                                                                                                                                                      requirements
                                                                                                                                                                      are
                                                                                                                                                                      satisfied.


                                                                                                                                                            

                                                                                                                                                            
                                                                                                                                                              
                                                                                                                                                                
                                                                                                                                                                  
                                                                                                                                                                    
                                                                                                                                                                      
                                                                                                                                                                         

                                                                                                                                                                      

                                                                                                                                                                    

                                                                                                                                                                  

                                                                                                                                                                

                                                                                                                                                              

                                                                                                                                                            

                                                                                                                                                          

                                                                                                                                                        

                                                                                                                                                      

                                                                                                                                                    

                                                                                                                                                  

                                                                                                                                                

                                                                                                                                              

                                                                                                                                            

                                                                                                                                          

                                                                                                                                        

                                                                                                                                      

                                                                                                                                    

                                                                                                                                  

                                                                                                                                

                                                                                                                              

                                                                                                                            

                                                                                                                          

                                                                                                                        

                                                                                                                      

                                                                                                                    

                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
        	
              	o	
                The
                   ____________ 
                  or  ____________ 
                  coincident with or following the date the requirements are satisfied.
                  (See
                  2 below)

              


      

       

      
        	
              	o	
                The  __________________ 
                  or  ____________ 
                  or  ____________ 
                  or  ____________ 
                  coincident with or following the date the requirements are satisfied.
                  (See
                  3 below)

              


      

      

        1
          This option cannot be checked if 3.2(a)(2) or 3.2(a)(4) is checked or if
          the age
          requirement is 21.

      

       

      2
        The
        dates must be the first day of the 1st
        and
        7th
        month of the Plan Year, or the last day of the 6th
        and
        12th
        month.

       

      3
        The
        dates must be the first day of the 1st,
        4th,
        7th
        and
        10th
        month of the Plan Year, or the last day of the 3rd,
        6th,
        9th
        and
        12th
        month.

       

      
        	
              	(b)	
                o
Entry
                  Date for
                  ADP
                  Safe Harbor Contributions: (check
                  one)

              


      

       

      Note:
        If Section 3.2(b)(5) or (6) is selected as the eligibility service requirement
        for ADP Safe Harbor Contributions, an Eligible Employee who is entering the
        Plan
        after satisfying the 1 Year of Service component of such service requirement
        will enter the Plan as a Participant on the earlier of the first day of the
        Plan
        Year following the date he or she satisfies the 1 Year of Service requirement
        (and any applicable age requirement), or six months after satisfying the
        1 Year
        of Service requirement (and any applicable age requirement), and the Entry
        Date(s) selected below will only apply to an Eligible Employee who is entering
        the Plan as a Participant after satisfying the months (or days) component
        of
        such service requirement (and any applicable age requirement).

      
        
           

          
            
              
                
                  	
                        	o	Retroactive to the first
                          day of Plan Year in
                          which the requirements are satisfied.


                

                
                  
                    
                      
                        
                          
                            
                               

                              
                                
                                  
                                    
                                      	
                                            	o	The
                                              first day of the Plan Year coincident
                                              with
                                              or following the date the requirements
                                              are satisfied. (See
                                              1 below)


                                    

                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                   

                                                  
                                                    
                                                      
                                                        
                                                          	
                                                                	o	The
                                                                  first day of the
                                                                  Plan Year nearest
                                                                  the
                                                                  date the requirements
                                                                  are satisfied.


                                                        

                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                       

                                                                      
                                                                        
                                                                          
                                                                            
                                                                              	
                                                                                    	o	The
                                                                                      last
                                                                                      day
                                                                                      of
                                                                                      the
                                                                                      Plan
                                                                                      Year
                                                                                      coincident
                                                                                      with
                                                                                      or
                                                                                      following
                                                                                      the
                                                                                      date
                                                                                      the
                                                                                      requirements
                                                                                      are
                                                                                      satisfied.
(See
                                                                                      1
                                                                                      below)


                                                                            

                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                           

                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  	
                                                                                                        	o	The
                                                                                                          last
                                                                                                          day
                                                                                                          of
                                                                                                          the
                                                                                                          Plan
                                                                                                          Year
                                                                                                          nearest
                                                                                                          the
                                                                                                          date
                                                                                                          the
                                                                                                          requirements
                                                                                                          are
                                                                                                          satisfied.


                                                                                                

                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                               

                                                                                                              
                                                                                                                
                                                                                                                  
                                                                                                                    
                                                                                                                      	
                                                                                                                            	o	The
                                                                                                                              first
                                                                                                                              day
                                                                                                                              of
                                                                                                                              the
                                                                                                                              month
                                                                                                                              coincident
                                                                                                                              with
                                                                                                                              or
                                                                                                                              following
                                                                                                                              the
                                                                                                                              date
                                                                                                                              the
                                                                                                                              requirements
                                                                                                                              are
                                                                                                                              satisfied.


                                                                                                                    

                                                                                                                    
                                                                                                                      
                                                                                                                        
                                                                                                                          
                                                                                                                            
                                                                                                                              
                                                                                                                                
                                                                                                                                   

                                                                                                                                  
                                                                                                                                    
                                                                                                                                      
                                                                                                                                        
                                                                                                                                          	
                                                                                                                                                	o	The
                                                                                                                                                  first
                                                                                                                                                  day
                                                                                                                                                  of
                                                                                                                                                  the
                                                                                                                                                  payroll
                                                                                                                                                  period
                                                                                                                                                  coincident
                                                                                                                                                  with
                                                                                                                                                  or
                                                                                                                                                  following
                                                                                                                                                  the
                                                                                                                                                  date
                                                                                                                                                  the
                                                                                                                                                  requirements
                                                                                                                                                  are
                                                                                                                                                  satisfied.


                                                                                                                                        

                                                                                                                                        
                                                                                                                                          
                                                                                                                                            
                                                                                                                                              
                                                                                                                                                
                                                                                                                                                   

                                                                                                                                                

                                                                                                                                              

                                                                                                                                            

                                                                                                                                          

                                                                                                                                        

                                                                                                                                      

                                                                                                                                    

                                                                                                                                  

                                                                                                                                

                                                                                                                              

                                                                                                                            

                                                                                                                          

                                                                                                                        

                                                                                                                      

                                                                                                                    

                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
        
          
            
              
                
                  	
                        	o	The same day the requirements
                          are
                          satisfied.


                

                 

              

            

          

        

      

      
        	
              	o	
                The ___________
                  or
                  ____________ coincident
                  with or following the date the requirements are satisfied. (See
                  2 below)

              


      

       

      
        	
              	o	
                The ___________
                  or
                  ____________ 
                  or
                  ____________ or _____________
                  coincident
                  with or following the date the requirements are satisfied. (See
                  3 below)

              


      

       

      
        1
          This
          option cannot be checked if 3.2(b)(2) or 3.2(b)(4) is checked or if the
          age
          requirement is 21.

      

      2
        The
        dates must be the first day of the 1st
        and
        7th
        month of the Plan Year, or the last day of the 6th
        and
        12th
        month.

      3
        The
        dates must be the first day of the 1st,
        4th,
        7th
        and
        10th
        month of the Plan Year, or the last day of the 3rd,
        6th,
        9th
        and
        12th
        month.

       

      
        	
              	(c)	
                o
Entry
                  Date for
                  ACP
                  Safe Harbor Contributions: (check
                  one)

              


      

       

      Note:
        If Section 3.2(c)(5) or (6) is selected as the eligibility service requirement
        for ACP Safe Harbor Contributions, an Eligible Employee who is entering the
        Plan
        after satisfying the 1 Year of Service component of such service requirement
        will enter the Plan as a Participant on the earlier of the first day of the
        Plan
        Year following the date he or she satisfies the 1 Year of Service requirement
        (and any applicable age requirement), or six months after satisfying the
        1 Year
        of Service requirement (and any applicable age requirement), and the Entry
        Date(s) selected below will only apply to an Eligible Employee who is entering
        the Plan as a Participant after satisfying the months (or days) component
        of
        such service requirement (and any applicable age requirement).

      
        
           

          
            	
                  	o	Retroactive to the first day
                    of Plan Year in
                    which the requirements are satisfied.


          

           

        

      

      
        
          
          

        

        
          Page
            8

          
            

          

        

        
          
          

        

      

      
        
           

          
            	
                  	o	The first day of the Plan Year
                    coincident with
                    or following the date the requirements are satisfied. (See
                    1 below)


          

          
            
               

              
                	
                      	o	The first day of the Plan
                        Year nearest the
                        date the requirements are satisfied.


              

              
                
                   

                  
                    	
                          	o	The last day of the Plan
                            Year coincident with
                            or following the date the requirements are satisfied.
(See
                            1 below)


                  

                  
                    
                       

                      
                        	
                              	o	The last day of the
                                Plan Year nearest the date
                                the requirements are satisfied.


                      

                      
                        
                           

                          
                            	
                                  	o	The first day
                                    of the month coincident with or
                                    following the date the requirements are
                                    satisfied.


                          

                          
                            
                               

                              
                                	
                                      	o	The first
                                        day of the payroll period coincident
                                        with or following the date the requirements
                                        are
                                        satisfied.


                              

                              
                                
                                   

                                  
                                    	
                                          	o	The same
                                            day the requirements are
                                            satisfied.


                                  

                                  
                                    
                                      
                                         

                                        
                                          	
                                                	o	
                                                  The __________
                                                    or
                                                    ___________ coincident
                                                    with or following the date the
                                                    requirements are satisfied. (See
                                                    2 below)

                                                


                                        

                                         

                                        
                                          	
                                                	o	
                                                  The __________
                                                    or
                                                    __________ or
                                                    __________ or ___________
                                                    coincident
                                                    with or following the date the
                                                    requirements are satisfied. (See
                                                    3 below)

                                                


                                        

                                         

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      1
        This option cannot be checked if 3.2(c)(2) or 3.2(c)(4) is checked or if
        the age
        requirement is 21.

      2
        The
        dates must be the first day of the 1st
        and
        7th
        month of the Plan Year, or the last day of the 6th
        and
        12th
        month.

      3
        The
        dates must be the first day of the 1st,
        4th,
        7th
        and
        10th
        month of the Plan Year, or the last day of the 3rd,
        6th,
        9th
        and
        12th
        month.

       

      
        	
              	(d)	
                x Entry
                  Date for Non-Safe
                  Harbor Matching Contributions: (check
                  one)

              


      

       

      Note:
        If Section 3.2(d)(5) or (6) is selected as the eligibility service requirement
        for Non-Safe Harbor Matching Contributions, an Eligible Employee who is entering
        the Plan after satisfying the 1 Year of Service component of such service
        requirement will enter the Plan as a Participant on the earlier of the first
        day
        of the Plan Year following the date he or she satisfies the 1 Year of Service
        requirement (and any applicable age requirement), or six months after satisfying
        the 1 Year of Service requirement (and any applicable age requirement), and
        the
        Entry Date(s) selected below will only apply to an Eligible Employee who
        is
        entering the Plan as a Participant after satisfying the months (or days)
        component of such service requirement (and any applicable age
        requirement).

       

      
        
          	
                	o	Retroactive to the first day of
                  Plan Year in
                  which the requirements are satisfied.


        

        
          
            
              
                
                   

                  
                    	
                          	o	
                            The
                              first day of the Plan Year coincident with or following
                              the date the
                              requirements are satisfied. (See
                              1 below)

                          


                  

                  
                    
                      
                        
                          
                             

                            
                              	
                                    	o	The first day
                                      of the Plan Year nearest the
                                      date the requirements are satisfied.


                            

                            
                              
                                
                                  
                                    
                                       

                                      
                                        	
                                              	o	
                                                The
                                                  last day of the Plan Year coincident
                                                  with or following the date the
                                                  requirements are satisfied. (See
                                                  1 below)

                                              


                                      

                                      
                                        
                                          
                                            
                                              
                                                 

                                                
                                                  	
                                                        	o	The
                                                          last day of the Plan Year
                                                          nearest the date
                                                          the requirements are satisfied.


                                                

                                                
                                                  
                                                    
                                                      
                                                        
                                                           

                                                          
                                                            	
                                                                  	x	The
                                                                    first day of
                                                                    the month coincident
                                                                    with or
                                                                    following the
                                                                    date the requirements
                                                                    are
                                                                    satisfied.


                                                          

                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                     

                                                                    
                                                                      	
                                                                            	o	The
                                                                              first
                                                                              day
                                                                              of
                                                                              the
                                                                              payroll
                                                                              period
                                                                              coincident
                                                                              with
                                                                              or
                                                                              following
                                                                              the
                                                                              date
                                                                              the
                                                                              requirements
                                                                              are
                                                                              satisfied.


                                                                    

                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                               

                                                                              
                                                                                	
                                                                                      	o	The
                                                                                        same
                                                                                        day
                                                                                        the
                                                                                        requirements
                                                                                        are
                                                                                        satisfied.


                                                                              

                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                         

                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    	
                                                                                                          	o	
                                                                                                            The ______________
                                                                                                              or ______________
coincident
                                                                                                              with
                                                                                                              or
                                                                                                              following
                                                                                                              the
                                                                                                              date
                                                                                                              the
                                                                                                              requirements
                                                                                                              are
                                                                                                              satisfied.
(See
                                                                                                              2
                                                                                                              below)

                                                                                                          


                                                                                                  

                                                                                                   

                                                                                                  
                                                                                                    	
                                                                                                          	o	
                                                                                                            The ______________
                                                                                                              or ______________
or
                                                                                                              ______________
or
                                                                                                              ______________
coincident
                                                                                                              with
                                                                                                              or
                                                                                                              following
                                                                                                              the
                                                                                                              date
                                                                                                              the
                                                                                                              requirements
                                                                                                              are
                                                                                                              satisfied.
(See
                                                                                                              3
                                                                                                              below)

                                                                                                          


                                                                                                  

                                                                                                   

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      1
        This option cannot be checked if 3.2(d)(2) or 3.2(d)(4) is checked or if
        the age
        requirement is 21.

      2
        The
        dates must be the first day of the 1st
        and
        7th
        month of the Plan Year, or the last day of the 6th
        and
        12th
        month.

      3
        The
        dates must be the first day of the 1st,
        4th,
        7th
        and
        10th
        month of the Plan Year, or the last day of the 3rd,
        6th,
        9th
        and
        12th
        month.

      
         

        
          	
                	(e)	
                  x
Entry
                    Date for Non-Safe
                    Harbor Non-Elective Contributions: (check
                    one)

                



      

       

      Note:
        If Section 3.2(e)(5) or (6) is selected as the eligibility service requirement
        for Non-Safe Harbor Non-Elective Contributions, an Eligible Employee who
        is
        entering the Plan after satisfying the 1 Year of Service component of such
        service requirement will enter the Plan as a Participant on the earlier of
        the
        first day of the Plan Year following the date he or she satisfies the 1 Year
        of
        Service requirement (and any applicable age requirement), or six months after
        satisfying the 1 Year of Service requirement (and any applicable age
        requirement), and the Entry Date(s) selected below will only apply to an
        Eligible Employee who is entering the Plan as a Participant after satisfying
        the
        months (or days) component of such service requirement (and any applicable
        age
        requirement).

      
         

        
          	
                	o	Retroactive to the first day of
                  Plan Year in
                  which the requirements are satisfied.


        

        
          
            
              
                
                  
                     

                    
                      
                        
                        

                      

                      
                        Page
                          9

                        
                          

                        

                      

                      
                        
                        

                      

                    

                     

                    
                      	
                            	o	The first day of the
                              Plan Year coincident with
                              or following the date the requirements are satisfied.
(See
                              1 below)


                    

                    
                      
                        
                          
                            
                              
                                 

                                
                                  	
                                        	o	The first
                                          day of the Plan Year nearest the
                                          date the requirements are satisfied.


                                

                                
                                  
                                    
                                      
                                        
                                          
                                             

                                            
                                              	
                                                    	o	The
                                                      last day of the Plan Year coincident
                                                      with
                                                      or following the date the requirements
                                                      are satisfied. (See
                                                      1 below)


                                            

                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                         

                                                        
                                                          	
                                                                	o	
                                                                  The
                                                                    last day of the
                                                                    Plan Year nearest
                                                                    the date the
                                                                    requirements
                                                                    are
                                                                    satisfied.

                                                                


                                                        

                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                       

                                                                      
                                                                        	
                                                                              	x	The
                                                                                first
                                                                                day
                                                                                of
                                                                                the
                                                                                month
                                                                                coincident
                                                                                with
                                                                                or
                                                                                following
                                                                                the
                                                                                date
                                                                                the
                                                                                requirements
                                                                                are
                                                                                satisfied.


                                                                      

                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                     

                                                                                    
                                                                                      	
                                                                                            	o	The
                                                                                              first
                                                                                              day
                                                                                              of
                                                                                              the
                                                                                              payroll
                                                                                              period
                                                                                              coincident
                                                                                              with
                                                                                              or
                                                                                              following
                                                                                              the
                                                                                              date
                                                                                              the
                                                                                              requirements
                                                                                              are
                                                                                              satisfied.


                                                                                    

                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                   

                                                                                                  
                                                                                                    	
                                                                                                          	o	
                                                                                                            The
                                                                                                              same
                                                                                                              day
                                                                                                              the
                                                                                                              requirements
                                                                                                              are
                                                                                                              satisfied.

                                                                                                          


                                                                                                  

                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                
                                                                                                                   

                                                                                                                  
                                                                                                                    
                                                                                                                      
                                                                                                                        
                                                                                                                          
                                                                                                                            
                                                                                                                              	
                                                                                                                                    	o	
                                                                                                                                      The _____________ or _____________ 
                                                                                                                                        coincident
                                                                                                                                        with
                                                                                                                                        or
                                                                                                                                        following
                                                                                                                                        the
                                                                                                                                        date
                                                                                                                                        the
                                                                                                                                        requirements
                                                                                                                                        are
                                                                                                                                        satisfied.
                                                                                                                                        (See
                                                                                                                                        2
                                                                                                                                        below)

                                                                                                                                    


                                                                                                                            

                                                                                                                             

                                                                                                                            
                                                                                                                              	
                                                                                                                                    	o	
                                                                                                                                      The _____________ 
                                                                                                                                        or _____________ or _____________
                                                                                                                                        or
                                                                                                                                        ______________ coincident
                                                                                                                                        with
                                                                                                                                        or
                                                                                                                                        following
                                                                                                                                        the
                                                                                                                                        date
                                                                                                                                        the
                                                                                                                                        requirements
                                                                                                                                        are
                                                                                                                                        satisfied.
(See
                                                                                                                                        3
                                                                                                                                        below)

                                                                                                                                    


                                                                                                                            

                                                                                                                          

                                                                                                                        

                                                                                                                      

                                                                                                                    

                                                                                                                  

                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

      1This
        option cannot be checked if 3.2(e)(2) or 3.2(e)(4) is checked or if the age
        requirement is 21.

      2
        The
        dates must be the first day of the 1st
        and
        7th
        month of the Plan Year, or the last day of the 6th
        and
        12th
        month.

      3
        The
        dates must be the first day of the 1st,
        4th,
        7th
        and
        10th
        month of the Plan Year, or the last day of the 3rd,
        6th,
        9th
        and
        12th
        month.

       

      
        	
              	(f)	
                x
Entry
                  Date for
                  "Otherwise
                  Excludible Participants" Used for Certain Testing Purposes.
                  For any Plan Year in which Otherwise
                  Excludible Participants are excluded for testing, the Entry Date
                  for such
                  Participants is: (check
                  one)

              


      

      
         

        
          	
                	o	
                  The
                    date the Employee satisfies the statutory
                    requirements

                


        

        
          
            
              
                
                  
                    
                      
                        
                           

                          
                            	
                                  	x	
                                    The
                                      maximum statutory entry date

                                  


                          

                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                             

                                            
                                              	
                                                    	o	
                                                      The
                                                        Entry Date or Entry Dates
                                                        for Elective Deferrals as
                                                        set forth in Section
                                                        3.3(a) of the Adoption Agreement.

                                                    


                                            

                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                             

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
        	 	
                3.4

              	
                Waiver
                  of Age and Service Requirements.
                  To
                  the extent selected below, the eligibility requirements in Section
                  3.2 are
                  waived.

              


      

       

      
        	
              	(a)	
                o
Waiver
                  of Requirements for
                  Elective
                  Deferrals,
                  QMACs
                  and QNECs:

              


      

       

      
        	 	
                (1)

              	
                The
                  date of the waiver is: (check
                  one)

              


      

       

      
        	 	o	
                The
                  initial effective date (or amendment effective date) of the
                  Plan

              


      

       

      
        	 	o	
                The
                  date this Plan is signed by the
                  Sponsor

              


      

      
         

        
          	 	o	
                  The
                    following date
                    ____________________________

                


        

         

      

      
        	 	
                (2)

              	
                The
                  eligibility requirements being waived are: (check
                  all that apply)

              


      

       

      
        	 	o	
                The
                  age requirement

              


      

       

      
        	 	o	
                The
                  service requirement

              


      

       

      
        	 	
                (3)

              	
                The
                  waiver applies to:
                  (check
                  one)

              


      

       

      
        	 	o	
                All
                  Eligible Employees

              


      

       

      
        	
              	o	
                Only
                  Eligible Employees expected to be credited with at least _________
                  Hours
                  of Service per month.

              


      

       

      
        	 	
                (4)

              	
                The
                  entry date for each affected Employee will be: (check
                  one)

              


      

       

      
        	 	o	
                The
                  date selected in (1) above

              


      

       

      
        	 	o	
                The
                  later of the effective (or restatement) date of the Plan or the
                  Employee's
                  date of employment

              


      

       

      
        
          
          

        

        
          Page
            10

          
            

          

        

        
          
          

        

      

       

      
        	
              	(b)	
                o
Waiver
                  of Requirements for
                  ADP
                  Safe Harbor Contributions:

              


      

       

      
        	 	
                (1)

              	
                The
                  date of the waiver is: (check
                  one)

              


      

      
         

        
          	 	o	
                  The
                    initial effective date (or amendment effective date) of the
                    Plan

                


        

         

        
          	 	o	
                  The
                    date this Plan is signed by the
                    Sponsor

                


        

        
           

          
            	 	o	
                    The
                      following date
                      _______________________________

                  


          

           

        

      

      
        	 	
                (2)

              	
                The
                  eligibility requirements being waived are: (check
                  all that apply)

              


      

       

      
        	 	o	
                The
                  age requirement

              


      

       

      
        	 	o	
                The
                  service requirement

              


      

       

      
        	 	
                (3)

              	
                The
                  waiver applies to:
                  (check
                  one)

              


      

       

      
        	 	o	
                All
                  Eligible Employees

              


      

      
         

        
          	 	o	
                  Only
                    Eligible Employees expected to be credited with at least __________ 
                    Hours of Service per month.

                


        

         

      

      
        	 	
                (4)

              	
                The
                  entry date for each affected Employee will be: (check
                  one)

              


      

       

      
        	 	o	
                The
                  date selected in (1) above

              


      

       

      
        	 	o	
                The
                  later of the effective (or restatement) date of the Plan or the
                  Employee's
                  date of employment

              


      

       

      
        	
              	(c)	
                o
Waiver
                  of Requirements for
                  ACP
                  Safe Harbor Contributions:

              


      

       

      
        	 	
                (1)

              	
                The
                  date of the waiver is: (check
                  one)

              


      

       

      
        	 	o	
                The
                  initial effective date (or amendment effective date) of the
                  Plan

              


      

       

      
        	 	o	
                The
                  date this Plan is signed by the
                  Sponsor

              


      

      
         

        
          	 	o	
                  The
                    following date
                    _______________________________

                


        

         

      

      
        	 	
                (2)

              	
                The
                  eligibility requirements being waived are: (check
                  all that apply)

              


      

       

      
        	 	o	
                The
                  age requirement

              


      

       

      
        	 	o	
                The
                  service requirement

              


      

       

      
        	 	
                (3)

              	
                The
                  waiver applies to:
                  (check
                  one)

              


      

       

      
        	 	o	
                All
                  Eligible Employees

              


      

      
        
          
             

            
              	 	o	
                      Only
                        Eligible Employees expected to be credited with at least
                        __________ 
                        Hours of Service per month.

                    


            

             

          

        

      

      
        	 	
                (4)

              	
                The
                  entry date for each affected Employee will be: (check
                  one)

              


      

       

      
        	 	o	
                The
                  date selected in (1) above

              


      

       

      
        	 	o	
                The
                  later of the effective (or restatement) date of the Plan or the
                  Employee's
                  date of employment

              


      

      
         

        
          	
                	(d)	
                  o
Waiver
                    of Requirements for
                    Non-Safe
                    Harbor Matching Contributions:

                


        

      

       

      
        	 	
                (1)

              	
                The
                  date of the waiver is: (check
                  one)

              


      

       

      
        	 	o	
                The
                  initial effective date (or amendment effective date) of the
                  Plan

              


      

       

      
        	 	o	
                The
                  date this Plan is signed by the
                  Sponsor

              


      

      
        
           

          
            	 	o	
                    The
                      following date
                      _______________________________

                  


          

           

        

      

      
        	 	
                (2)

              	
                The
                  eligibility requirements being waived are: (check
                  all that apply)

              


      

       

      
        	 	o	
                The
                  age requirement

              


      

       

      
        
          
          

        

        
          Page
            11

          
            

          

        

        
          
          

        

      

       

      
        	 	o	
                The
                  service requirement

              


      

       

      
        	 	
                (3)

              	
                The
                  waiver applies to:
                  (check
                  one)

              


      

       

      
        	 	o	
                All
                  Eligible Employees

              


      

      
        
           

          
            	 	o	
                    Only
                      Eligible Employees expected to be credited with at least __________ 
                      Hours of Service per month.

                  


          

           

        

      

      
        	 	
                (4)

              	
                The
                  entry date for each affected Employee will be: (check
                  one)

              


      

       

      
        	 	o	
                The
                  date selected in (1) above

              


      

       

      
        	 	o	
                The
                  later of the effective (or restatement) date of the Plan or the
                  Employee's
                  date of employment

              


      

       

      
        	 	
                (e)

              	
                Waiver
                  of Requirements for Non-Safe
                  Harbor Non-Elective Contributions:

              


      

       

      
        	 	
                (1)

              	
                The
                  date of the waiver is: (check
                  one)

              


      

       

      
        	 	o	
                The
                  initial effective date (or amendment effective date) of the
                  Plan

              


      

       

      
        	 	o	
                The
                  date this Plan is signed by the
                  Sponsor

              


      

      
        
           

          
            	 	o	
                    The
                      following date
                      _______________________________

                  


          

            

        

      

      
        	 	
                (2)

              	
                The
                  eligibility requirements being waived are: (check
                  all that apply)

              


      

       

      
        	 	o	
                The
                  age requirement

              


      

       

      
        	 	o	
                The
                  service requirement

              


      

       

      
        	 	
                (3)

              	
                The
                  waiver applies to:
                  (check
                  one)

              


      

       

      
        	 	o	
                All
                  Eligible Employees

              


      

      
        
           

          
            	 	o	
                    Only
                      Eligible Employees expected to be credited with at least __________ 
                      Hours of Service per month.

                  


          

           

        

      

      
        	 	
                (4)

              	
                The
                  entry date for each affected Employee will be: (check
                  one)

              


      

       

      
        	 	o	
                The
                  date selected in (1) above

              


      

       

      
        	 	o	
                The
                  later of the effective (or restatement) date of the Plan or the
                  Employee's
                  date of employment

              


      

       

      
        	 	
                3.5

              	
                x
Waiver
                  of Participation in the Plan.  An
                  Employee can waive participation in the Plan if the waiver complies
                  with
                  the requirements set forth in Section 2.3 of the Basic
                  Plan.

              


      

       

      Section
        4. Elective
        Deferrals

       

      
        	 	
                4.1

              	
                Elective
                  Deferral Percentage. A
                  Participant can make Elective Deferrals in accordance with the
                  provisions
                  selected below.

              


      

       

      
        	 	
                (a)

              	
                Minimum
                  And Maximum Percentage. The
                  minimum permitted Elective Deferral percentage is  0   %
                  of Compensation and the maximum permitted Elective Deferral percentage
                  is
                   100  %
                  of Compensation. In addition, other Elective Deferral provisions
                  under the
                  Plan may be set forth in an Administrative Policy Regarding Elective
                  Deferrals as promulgated by the Administrator from time to time.
                  Such
                  administrative policy may include, but is not limited to, setting
                  the
                  maximum Elective Deferral percentage for Participants who are Highly
                  Compensated Employees (if such percentage is less than the maximum
                  percentage set forth above) and describing a program of automatic
                  increases to a Participants' Elective Deferral percentage as elected
                  by
                  the Administrator and/or the
                  Participant.

              


      

       

      
        	 	
                (b)

              	
                x Automatic
                  Enrollment. Automatic
                  enrollment is permitted under the Plan. The terms of the automatic
                  enrollment, including but not limited to the percentage, automatic
                  increases to that percentage, the proportion which is considered
                  a Pre-Tax
                  Elective Deferral and/or a Roth Elective Deferral, and the Participants
                  to
                  whom it applies, are as set forth in the Administrative Policy
                  Regarding
                  Elective Deferrals as promulgated from time to time by the
                  Administrator.

              


      

       

      
        	 	
                (c)

              	
                Salary
                  Reduction Agreements. A
                  Participant can change his or her Salary Reduction Agreement: (check
                  one)

              


      

      
         

        
          	 	o	
                  At
                    any time

                


        

        
           

          
            	 	o	
                    Annually
                      on the date established by the
                      Administrator

                  


          

          
            
               

              
                
                  
                  

                

                
                  Page
                    12

                  
                    

                  

                

                
                  
                  

                

              

               

              
                	 	o	Semi-annually on the date established
                        by the
                        Administrator


              

              
                
                   

                  
                    	 	o	Quarterly on the date established
                            by the
                            Administrator


                  

                  
                    
                       

                      
                        	 	o	Monthly on the day established
                                by the
                                Administrator


                      

                      
                        
                           

                          
                            	 	x	On the date or dates as established
                                    by the
                                    Administrator


                          

                          
                             

                          

                        

                      

                    

                  

                

              

            

          

        

      

      
        	 	
                (d)

              	
                Elective
                  Deferral Commencement Date. If
                  this is a new plan or if this is an existing plan to which Elective
                  Deferrals are being added, a Participant can begin making Elective
                  Deferrals on the date indicated
                  below.

              


      

      
        
           

          
            	 	o	The date this Adoption Agreement is signed
                    by the
                    Sponsoring Employer


          

          
            
               

              
                	 	o	______________________________  (must
                        be after the date listed above)


              

               

            

          

        

      

      
        	 	
                (e)

              	
                Other
                  Elective Deferral Rules. A
                  Participant who: (check
                  any that apply)

              


      

       

      
        	 	o	
                Has
                  not deferred the maximum amount permitted under paragraph (a) can
                  make a
                  year-end change to the Elective Deferral election in order to increase
                  Elective Deferrals for the year (including available Catch-Up
                  Contributions)

              


      

       

      
        	 	x	
                Incurs
                  a Break in Service but does not terminate employment can continue
                  making
                  Elective Deferrals

              


      

       

      
        	 	
                4.2

              	
                x
 Catch-Up
                  Contributions. Catch-Up
                  Contributions are permitted in accordance with Section 3.1(a)(1)(F)
                  of the
                  Basic Plan.

              


      

       

      
        	 	
                4.3

              	
                o
Roth
                  Elective Deferrals. A
                  Participant may designate all or a portion or his or her Elective
                  Deferrals as Roth Elective Deferrals in accordance with Section
                  3.1(a)(1)(B) of the  Basic
                  Plan.

              


      

       

      
        	 	
                4.4

              	
                ADP
                  Testing. The
                  ADP Test will be determined as indicated below. (check
                  one - but if any options in Section 5 below are also checked, "Current
                  year testing" must be checked
                  below)

              


      

       

      
        	
              	o	
                Current
                  year testing for all Plan Years oexcept
                  for the following Plan Years:
                  _________________________________________

              


      

       

      
        	
              	x	
                Prior
                  year testing for all Plan Years oexcept
                  for the following Plan Years:
                  __________________________________________

              


      

       

      
        	
              	o	
                Prior
                  year testing for first Plan Year and current year testing thereafter,
                  subject to Section 1.4 of the Basic
                  Plan

              


      

       

      Section
        5. oSafe
        Harbor Contributions 

       

      
        	 	
                5.1

              	
                o
 "Mandatory"
                  ADP Safe Harbor Non-Elective Contributions. The
                  Employer will make an ADP Safe Harbor Non-Elective Contribution
                  for each
                  Safe Harbor Participant in an amount equal to 3% of Compensation
                  (or such
                  higher percentage of Compensation as may be elected by the Employer)
                  for
                  the Plan Year, subject to the following provisions (if
                  any):

              


      

       

      
        	 	o	
                The
                  ADP Safe Harbor Non-Elective Contribution will be used to offset
                  the
                  allocation that would otherwise be made to the Participant under
                  Section 7
                  of the Adoption Agreement. If Section 7.2(d) of the Adoption Agreement
                  is
                  checked, this offset applies only to the second step of the Two-Step
                  Formula or the fourth step of the Four-Step Formula, as
                  applicable.

              


      

      
         

        
          	 	o	
                  This
                    contribution will be made to the following defined contribution
                    plan in
                    lieu of this Plan: 

                


          	 	 	____________________________________________________________________________________


        

         

      

      
        	 	
                5.2

              	
                o
"Discretionary"
                  ADP Safe Harbor Non-Elective Contributions. The
                  Employer may make an ADP Safe Harbor Non-Elective Contribution
                  for each
                  Safe Harbor Participant in an amount equal to 3% of Compensation
                  (or such
                  higher percentage of Compensation as may be elected by the Employer)
                  for
                  the Plan Year. Once the decision is made to make the contribution
                  for a
                  Plan Year, an additional Safe Harbor Notice must be provided to
                  Participants in a timely manner. This additional Safe Harbor Notice
                  must
                  either be executed by the Sponsoring Employer and/or authorized
                  by an
                  appropriate resolution of the Sponsoring Employer in order to be
                  considered an amendment to the Plan sufficient to add the ADP Safe
                  Harbor
                  Non-Elective Contribution to the Plan. However, if the additional
                  Safe
                  Harbor Notice is not provided in a timely manner, the Plan will
                  not be
                  considered to be a Safe Harbor Plan for that Plan Year and the
                  3% ADP Safe
                  Harbor Non-Elective Contribution set forth above will not be made.
                  Any
                  such contribution, if made, will be made subject to the following
                  provisions (if any):

              


      

       

      
        	 	o	
                The
                  ADP Safe Harbor Non-Elective Contribution will be used to offset
                  the
                  allocation that would otherwise be made to the Participant under
                  Section 7
                  of the Adoption Agreement. If Section 7.2(d) of the Adoption Agreement
                  is
                  checked, this offset applies only to the second step of the Two-Step
                  Formula or the fourth step of the Four-Step Formula, as
                  applicable.

              


      

      
        
          
             

            
              	 	o	
                      This
                        contribution will be made to the following defined contribution
                        plan in
                        lieu of this Plan: 

                    


              	 	 	_____________________________________________________________________________________


            

          

        

      

        

      
        	 	
                5.3

              	
                o
ADP
                  Safe Harbor Basic Matching Contributions. The
                  Employer will make a Matching Contribution for each Safe Harbor
                  Participant equal to the sum of (1) 100% of the Participant's Elective
                  Deferrals that do not exceed 3% of his or her Compensation for
                  the Plan
                  Year, plus (2) 50% of the Participant's Elective Deferrals that
                  exceed 3%
                  of his or her Compensation for the Plan Year but do not exceed
                  5% percent
                  of his or her Compensation for the Plan
                  Year.

              


      

       

      
        
          
          

        

        
          Page
            13

          
            

          

        

        
          
          

        

      

       

      
        	 	
                5.4

              	
                o
ADP
                  Safe Harbor Enhanced Matching Contributions. The
                  Employer will make a Matching Contribution for each Safe Harbor
                  Participant equal to the sum of (1) 100% of the Participant's Elective
                  Deferrals that do not exceed _____% (min.
                  3% and max. 6%) of
                  his or her Compensation for the Plan Year, plus (2) _____% of
                  the Participant's Elective Deferrals that exceed _____% of
                  his or her Compensation for the Plan Year but do not exceed _____% percent
                  of Compensation for the Plan Year.

              


      

       

      Note:
        You can only select Sections 5.5, 5.6 or 5.7 below if you also selected Section
        5.1, 5.2, 5.3 or 5.4 above.

       

      
        	 	
                5.5

              	
                o
ACP
                  Safe Harbor Discretionary Non-Tiered Matching Contributions.
                  The
                  Employer's ACP Safe Harbor Discretionary Non-Tiered Matching Contribution
                  is totally discretionary, but when made will be a percentage determined
                  by
                  the Employer of a Safe Harbor Participant's Elective Deferrals
                  that do not
                  exceed 4% of his or her Compensation for the Contribution
                  Period.

              


      

       

      
        	 	
                5.6

              	
                o
ACP
                  Safe Harbor Mandatory
                  Non-Tiered Matching Contributions. The
                  Employer must make an ACP Safe Harbor Mandatory Non-Tiered Matching
                  Contribution equal to ______% of
                  a Safe Harbor Participant's Elective Deferrals which do not exceed
                  ______%
                  (max. 6)
                  of
                  a Safe Harbor Participant's Compensation for the Contribution
                  Period.

              


      

       

      
        	 	
                5.7

              	
                o
ACP
                  Safe Harbor Mandatory
                  Tiered Matching Contributions. The
                  Employer must make an ACP Safe Harbor Mandatory Tiered Matching
                  Contribution for each Safe Harbor Participant equal to the amount
                  determined by the formula below provided the ratio of Matching
                  Contributions for a Safe Harbor Participant to his or her Elective
                  Deferrals and Employee contributions does not increase as the amount
                  of
                  his or her Elective Deferrals and Employee contributions increases.
                  In no
                  event can Elective Deferrals that exceed 6% of a Safe Harbor Participant's
                  Compensation for the Contribution Period be matched. (check
                  each tier that applies)

              


      

       

      
        
          	
                	o	
                  1st
                    tier______%
                    of Elective Deferrals that do not exceed ______%
                    of
                    Compensation

                


        

      

      
         

        
          
            	
                  	o	2nd tier ______%
                    of Elective Deferrals that exceed  ______%
                    but not ______%
                    of
                    Compensation


          

        

        
           

          
            
              	
                    	o	3rd
                      tier ______%
                      of Elective Deferrals that exceed  ______%
                      but not ______%
                      of
                      Compensation


            

          

          
             

            
              
                	
                      	o	4th tier
                        ______%
                        of Elective Deferrals that exceed  ______%
                        but not ______%
                        of
                        Compensation


              

            

             

          

        

      

      
        	 	
                5.8

              	
                o
Catch-Up
                  Contributions.
                  With
                  respect to ADP Safe Harbor Matching Contributions or ACP Safe Harbor
                  Matching Contributions, Catch Up Contributions will be treated
                  as any
                  other Elective Deferral and matched according to the formula(s)
                  above as
                  if they were Elective Deferrals, but only to the extent required
                  or
                  permitted under the Code and the
                  regulations.

              


      

       

      
        	 	
                5.9

              	
                o
True-Up
                  Contributions.
                  Matching
                  Contributions under this Section which are contributed for an Allocation
                  Period which is less than the Plan Year must be trued up at the
                  end of the
                  Plan Year unless they are deposited in the Plan by the end of the
                  Plan
                  quarter following the Plan quarter to which they relate. Any other
                  Matching Contributions made under this Section: (check
                  one)

              


      

       

      
        	 	o	
                Will
                  not be trued-up

              


      

       

      
        	 	
                o

              	
                Will
                  be trued-up annually < obut
                  only with respect to Participants employed on the last day of the
                  Plan
                  Year >

              


      

       

      
        	 	
                o

              	
                Will
                  be trued-up at the end of each Allocation
                  Period

              


      

       

      
        	
              	
                5.10
                  

              	
                 o  
                  Safe Harbor Participant.A
                  Safe Harbor Participant is a Participant who has satisfied the
                  requirements set forth in Section 3.1(a) of the Basic Plan oexcluding
                  the following Participants: (check
                  all that apply)

              


      

       

      
        	 	
                o

              	
                HCEs
                  < owho
                  don't own an interest in an Employer on the last day of the Plan
                  Year >
                  < owho
                  are also Key Employees >

              


      

       

      
        	 	
                o

              	
                Otherwise
                  Excludible Participants. For this purpose, the Entry Date for the
                  Otherwise Excludible Participants is: (check
                  one)

              


      

       

      
        	 	
                o

              	
                The
                  date they satisfy the statutory
                  requirements

              


      

       

      
        	 	
                o

              	
                The
                  maximum statutory entry date

              


      

       

      
        	 	
                o

              	
                The
                  Entry Date of Entry Dates for Elective Deferrals as set forth in
                  Section
                  3.2(a) of the Adoption Agreement

              


      

       

      
        
          
          

        

        
          Page
            14

          
            

          

        

        
          
          

        

      

       

      
        	
              	5.11	
                
                  o Effective
                    Date of Article 5. The
                    provisions selected in this Article 5 are (or were) effective
                    as
                    of ______________.

                

              


      

       

      
        	
              	5.12	
                
                  o Recission
                    Date of Article 5. The
                    provisions selected in this Article 5 will no longer apply as
                    of 
                    ______________.

                

              


      

       

      Section
        6. x Non-Safe
        Harbor Matching Contributions 

       

      
        	 	
                6.1

              	
                Determination
                  of Amount. Non-Safe
                  Harbor Matching Contributions which are not intended to automatically
                  satisfy the ADP Safe Harbor or the ACP Safe Harbor are permitted,
                  subject
                  to the provisions indicated below.

              


      

       

      
        	 	
                (a)

              	
                
                  x Discretionary
                    Formula. The
                    Employer's Non-Safe Harbor Matching Contribution for any Allocation
                    Period
                    is totally discretionary x not
                    to exceed the following for an Allocation Period: (check
                    one if applicable)

                

              


      

       

      
        	
              	
                o

              	
                ________%
                  of each Benefiting Participant's Elective
                  Deferrals

              


      

       

      
        	
              	
                o

              	
                ________%
                  of each Benefiting Participant's
                  Compensation

              


      

       

      
        	
              	
                o

              	
                $_______ 
                  for each Benefiting Participant

              


      

       

      
        	
              	
                o

              	
                The
                  lesser of  ________%
                  of each Benefiting Participant's Compensation or $________  

              


      

       

      
        	 	
                x

              	
                 100
                  %
                  of each Participant Elective Deferrals that do not exceed  3
                  %
                  of his or her Compensation

              


      

       

      
        	 	
                
                  o

                

              	
                A
                  Participant's Elective Deferrals that do not exceed a percentage
                  (determined by the Employer) of
                  Compensation.

              


      

       

      
        	 	
                (b)

              	
                
                  o Mandatory
                    Non-Tiered Formula. The
                    Employer must make a Non-Safe Harbor Matching Contribution to
                    the Plan
                    which is equal to ______% of
                    each Benefiting Participant's Elective Deferrals o not
                    to exceed the following for an Allocation Period: (check
                    one)

                

              


      

       

      
        	 	
                
                  o

                

              	
                Elective
                  Deferrals in excess of _____% of
                  each Benefiting Participant's
                  Compensation

              


      

       

      
        	
              	
                o

              	
                $________
                  for each Benefiting Participant

              


      

       

      
        	
              	
                o

              	
                The
                  lesser of Elective Deferrals in excess of _____% of
                  each Benefiting Participant's Compensation or
                  $________

              


      

       

      
        	 	
                (c)

              	
                
                  o Mandatory
                    Tiered Formula. The
                    Employer must make a Non-Safe Harbor Matching Contribution for
                    each
                    Benefiting Participant equal to the amount determined by the
                    tiered
                    formula set forth below. (check
                    each tier that applies)

                

              


      

       

      
        	
              	
                o

              	
                1st
                  tier ________%
                  of Elective Deferrals that do not exceed ________%
                  of Compensation

              


      

       

      
        	
              	
                o

              	
                2nd
                  tier ________%
                  of Elective Deferrals that exceed ________%
                  but not ________%
                  of Compensation

              


      

       

      
        	
              	
                o

              	
                3rd
                  tier ________%
                  of Elective Deferrals that exceed ________%
                  but not ________%
                  of Compensation

              


      

       

      
        	
              	
                o

              	
                4th
                  tier ________%
                  of Elective Deferrals that exceed ________%
                  but not ________%
                  of Compensation

              


      

       

      
        	
              	
                o

              	
                5th
                  tier ________%
                  of Elective Deferrals that exceed ________%
                  but not ________%
                  of Compensation

              


      

       

      
        	
              	
                o

              	
                6th
                  tier ________%
                  of Elective Deferrals that exceed ________%
                  but not ________%
                  of Compensation

              


      

       

      
        	
              	
                o

              	
                7th
                  tier ________%
                  of Elective Deferrals that exceed ________%
                  but not ________%
                  of Compensation

              


      

       

      
        	
              	
                o

              	
                8th
                  tier ________%
                  of Elective Deferrals that exceed ________%
                  but not ________%
                  of Compensation

              


      

       

      
        	 	
                (d)

              	
                
                  o Mandatory
                    Years of Service Formula. The
                    Employer must make a Non-Safe Harbor Matching Contribution equal
                    to the
                    amount determined by the formula below based on a Benefiting
                    Participant's
                    Years of Service. A Year of Service for this purpose is < o a
                    Plan Year in which a Participant is credited with at least 1,000
                    Hours of
                    Service > < o the
                    same as defined for eligibility purposes in Section 2.1 of the
                    Adoption
                    Agreement> < o the
                    same as defined for Vesting purposes in Section
                    2.1 of the Adoption
                    Agreement>

                

              


      

       

      
        	
                Years
                  of Service

              	 	
                Matching
                  %

              
	
                ________________

              	 	
                _______%

              
	
                ________________

              	 	
                _______%

              
	
                ________________

              	 	
                _______%

              


      

       

      
        
          
          

        

        
          Page
            15

          
            

          

        

        
          
          

        

      

       

      
        	 	
                6.2

              	
                Allocation
                  Requirements. Any
                  Employee who has entered the Plan as a Participant for Non-Safe
                  Harbor
                  Matching Contribution purposes and makes an Elective Deferral in
                  an
                  Allocation Period < o and
                  who is an NHCE for that Allocation Period > will be a Benefiting
                  Participant for Non-Safe Harbor Matching Contribution purposes
                  for that
                  Allocation Period as indicated
                  below.

              


      

       

      
        	 	
                (a)

              	
                Participants
                  who are
                  still Employees on the last day of the Allocation
                  Period (check
                  one) 

              


      

       

      
        	 	
                
                  x

                

              	
                Will
                  always be Benefiting Participants regardless of
                  Service

              


      

       

      
        	
              	
                o

              	
                Must
                  be credited with at least ____ Hours
                  of Service (max.
                  1,000) in
                  the Allocation Period

              


      

       

      
        	 	
                
                  o

                

              	
                Must
                  be credited with at least a ______-month
                  Period of Service (max.
                  6) in
                  the Allocation Period

              


      

       

      
        	
              	
                o

              	
                Must
                  be credited with at least ____ consecutive
                  calendar months of employment (max.
                  6) in
                  the Allocation Period

              


      

       

      
        	
              	
                o

              	
                Must
                  be credited with at least ____
                  consecutive days of employment (max.
                  182) in
                  the Allocation Period

              


      

       

      
        	 	
                (b)

              	
                Participants
                  who terminate
                  employment
                  before the last day of the Allocation Period because
                  of retirement
                  on or after Normal Retirement Age < o  or
                  Early Retirement Age > (check
                  one)

              


      

       

      
        	 	
                
                  o

                

              	
                Will
                  not
                  be
                  Benefiting Participants for that Allocation
                  Period

              


      

       

      
        	 	
                
                  x

                

              	
                Will
                  always be Benefiting Participants regardless of
                  Service

              


      

       

      
        	
              	
                o

              	
                Must
                  be credited with at least ____
                  Hours of Service (max.
                  1,000) in
                  the Allocation Period

              


      

       

      
        	 	
                
                  o

                

              	
                Must
                  be credited with at least a ______-month
                  Period of Service (max.
                  6) in
                  the Allocation Period

              


      

       

      
        	
              	
                o

              	
                Must
                  be credited with at least ____
                  consecutive calendar months of employment (max.
                  6) in
                  the Allocation Period

              


      

       

      
        	
              	
                o

              	
                Must
                  be credited with at least ____
                  consecutive days of employment (max.
                  182) in
                  the Allocation Period

              


      

       

      
        	 	
                (c)

              	
                Participants
                  who terminate
                  employment
                  before the last day of the Allocation Period because
                  of their Disability (check
                  one)

              


      

       

      
        	 	
                
                  o

                

              	
                Will
                  not
                  be
                  Benefiting Participants for that Allocation
                  Period

              


      

       

      
        	 	
                
                  x

                

              	
                Will
                  always be Benefiting Participants regardless of
                  Service

              


      

       

      
        	
              	
                o

              	
                Must
                  be credited with at least ____
                  Hours of Service (max.
                  1,000) in
                  the Allocation Period

              


      

       

      
        	 	
                
                  o

                

              	
                Must
                  be credited with at least a ______-month
                  Period of Service (max.
                  6) in
                  the Allocation Period

              


      

       

      
        	
              	
                o

              	
                Must
                  be credited with at least ____
                  consecutive calendar months of employment (max.
                  6) in
                  the Allocation Period

              


      

       

      
        	
              	
                o

              	
                Must
                  be credited with at least ____
                  consecutive days of employment (max.
                  182) in
                  the Allocation Period

              


      

       

      
        	 	
                (d)

              	
                Participants
                  who terminate
                  employment
                  before the last day of
                  the Allocation Period because
                  of their death (check
                  one)

              


      

       

      
        	 	
                
                  o

                

              	
                Will
                  not
                  be
                  Benefiting Participants for that Allocation
                  Period

              


      

       

      
        	 	
                
                  x

                

              	
                Will
                  always be Benefiting Participants regardless of
                  Service

              


      

       

      
        	
              	
                o

              	
                Must
                  be credited with at least ____
                  Hours of Service (max.
                  1,000) in
                  the Allocation Period

              


      

       

      
        	 	
                
                  o

                

              	
                Must
                  be credited with at least a ______-month
                  Period of Service (max.
                  6) in
                  the Allocation Period

              


      

       

      
        	
              	
                o

              	
                Must
                  be credited with at least ____
                  consecutive calendar months of employment (max.
                  6) in
                  the Allocation Period

              


      

       

      
        	
              	
                o

              	
                Must
                  be credited with at least ____
                  consecutive days of employment (max.
                  182) in
                  the Allocation Period

              


      

       

      
        	 	
                (e)

              	
                Participants
                  who terminate
                  employment
                  before the last day of the Allocation Period for
                  any other reason (check
                  one)

              


      

       

      
        	 	
                
                  o

                

              	
                Will
                  not
                  be
                  Benefiting Participants for that Allocation
                  Period

              


      

       

      
        	 	
                
                  x

                

              	
                Will
                  always be Benefiting Participants regardless of
                  Service

              


      

       

      
        	
              	
                o

              	
                Must
                  be credited with at least ____
                  Hours of Service (max.
                  1,000) in
                  the Allocation Period

              


      

       

      
        
          
          

        

        
          Page
            16

          
            

          

        

        
          
          

        

      

       

      
        	 	
                
                  o

                

              	
                Must
                  be credited with at least a ______-month
                  Period of Service (max.
                  6) in
                  the Allocation Period

              


      

       

      
        	
              	
                o

              	
                Must
                  be credited with at least ____
                  consecutive calendar months of employment (max.
                  6) in
                  the Allocation Period

              


      

       

      
        	
              	
                o

              	
                Must
                  be credited with at least ____
                  consecutive days of employment (max.
                  182) in
                  the Allocation Period

              


      

       

      
        	 	
                6.3

              	
                Catch-Up
                  Contributions. Any
                  Catch-Up Contributions made by a Participant: (check
                  one)

              


      

       

      
        	 	
                
                  o

                

              	
                Will
                  not be matched under this Section

              


      

       

      
        	 	
                
                  x

                

              	
                Will
                  be matched under this Section in accordance with the formula selected
                  in
                  Section 6.1 above o without
                  regard to any limitations selected in such
                  formula

              


      

       

      
        	 	
                6.4

              	
                True-Up
                  Contributions. Matching
                  Contributions made under this Section: (check
                  one)

              


      

       

      
        	 	
                
                  x

                

              	
                Will
                  not be trued-up

              


      

       

      
        	 	
                
                  o

                

              	
                Will
                  be trued-up annually < o but
                  only with respect to Participants employed on the last day of the
                  Plan
                  Year >

              


      

       

      
        	 	
                
                  o

                

              	
                Will
                  be trued-up at the end of each Allocation
                  Period

              


      

       

      
        	 	
                6.5

              	
                ACP
                  Testing. The
                  ACP Test will be determined as indicated below. (check
                  one)

              


      

       

      
        	
              	
                o

              	
                Current
                  year testing for all Plan Years o except
                  for the following Plan
                  Years: _____________________

              


      

       

      
        	
              	
                
                  x

                

              	
                Prior
                  year testing for all Plan Years o except
                  for the following Plan
                  Years: _____________________

              


      

       

      
        	 	
                
                  
                    o

                  

                

              	
                Prior
                  year testing for the first Plan Year and current year testing thereafter,
                  subject to Section 1.16 of the Basic
                  Plan

              


      

       

      
        	 	
                6.6

              	
                 Additional
                  Non-Safe Harbor Matching Contributions. In
                  addition to the Non-Safe Harbor Matching Contributions made under
                  this
                  Section 6, an Employer may make additional Non-Safe Harbor Matching
                  Contributions as indicated in the "Additional Non-Safe Harbor Matching
                  Contribution Addendum" attached to this Adoption
                  Agreement.

              


      

       

      Section
        7. x Non-Safe
        Harbor Non-Elective Contributions 

       

      
        	 	
                7.1

              	
                Determination
                  of Amount. Non-Safe
                  Harbor Non-Elective Contributions which are not intended to automatically
                  satisfy the ADP Safe Harbor are permitted, and the amount for any
                  Allocation Period will be determined by the formula below. (check
                  one)

              


      

       

      
        	 	
                
                  x

                

              	
                Totally
                  discretionary on the part of the
                  Employer

              


      

       

      
        	
              	
                o

              	
                Equal
                  to at least _____%
                  of the Compensation of all Participants eligible for an allocation
                  under
                  Section 7.3 below

              


      

       

      
        	
              	
                o

              	
                Equal
                  to at least $___________

              


      

       

      
        	
              	7.2	
                Allocation
                  Method. Non-Safe
                  Harbor Non-Elective Contributions made to the Plan will be allocated
                  in
                  the manner indicated below.

              


      

       

      
        	 	
                (a)

              	
                
                  x Pro-rata
                    based on the Compensation for
                    the Allocation Period of all Benefiting
                    Participants.

                

              


      

       

      
        	 	
                (b)

              	
                
                  o Per
                    capita (same dollar amount) for
                    the Allocation Period to all Benefiting
                    Participants.

                

              


      

       

      
        	 	
                (c)

              	
                
                  o Pro-rata
                    based on the allocation points of
                    all Benefiting Participants. Each Participant's allocation points
                    for each
                    Allocation Period will be the sum of the points indicated below.
                    (check
                    all that apply, but (1) or (2) must be
                    checked)

                

              


      

       

      
        	 	
                
                  o

                

              	
                (1)
                  points
                  for each year of a Participant's
                  age

              


      

       

      
        	
              	
                o

              	
                (2)
                  points
                  for each of a Participant's credited Years of Service o to
                  a maximum of ___________
                  such years

              


      

       

      
        	
              	
                o

              	
                (3)
                  points
                  per each $  (max.
                  $200) of
                  a Participant's Compensation paid in the Allocation
                  Period

              


      

       

      
        	 	
                (d)

              	
                
                  o Using
                    permitted disparity in
                    < o a
                    2-step allocation for all Plan Years > < o a
                    4-step allocation for all Plan Years > < o a
                    2-step allocation in non-Top Heavy Plan Years and 4-step allocation
                    in Top
                    Heavy Plan Years >, in accordance with Section 3.2(f) of the Basic
                    Plan. The integration percentage and the integration level are
                    as
                    indicated below.

                

              


      

       

      
        	
                Integration
                  %

              	 	
                Integration
                  Level (check
                  one integration %and one applicable integration level for that
                  %)

              
	
                
                  o 5.7%

                

              	 	
                
                  o The
                    Taxable Wage Base

                

                
                  o 20%
                    of the Taxable Wage Base

                

                
                  
                    o $_________  (must
                      be 20% or less of the Taxable Wage
                      Base)

                  

                

              


      

       

      
        
          
          

        

        
          Page
            17

          
            

          

        

        
          
          

        

      

       

      
        	
                
                  o 5.4%

                

              	 	
                
                  o 80%
                    of the Taxable Wage Base rounded up < o $1
                    > < o $100
                    > < o $1,000
                    >

                

                
                  o _________%
                    of the Taxable
                    Wage Base (must
                    be more than 80% but less than 100%)

                

                o $_________  (must
                  be more than 80% but less than 100% of the Taxable Wage
                  Base)

              
	 	 	 
	
                o 4.3%

              	 	
                o 20%
                  of the Taxable Wage Base
                  rounded up < o $1
                  > < o $100
                  > < o $1,000
                  >

                o _________%
                  of the Taxable
                  Wage Base (must
                  be more than 20% but not more than 80%)

                o $_________  (must
                  be more than 20% but not more than 80% of the Taxable Wage
                  Base)

              


      

      


      
        	 	
                (e)

              	
                
                  o Using
                    allocation groups as indicated in the "Allocation Group Addendum"
                    attached
                    as part of this Adoption Agreement, and Otherwise Excludible
                    Participants
                    will < o
                    not
                    > share in the gateway allocation. For this purpose, the Entry
                    Date for
                    the Otherwise Excludible Participants is: (check
                    one)

                

              


      

       

      
        	 	
                
                  o

                

              	
                The
                  date they satisfy the statutory
                  requirements

              


      

       

      
        	 	
                
                  o

                

              	
                The
                  maximum statutory entry date

              


      

       

      
        	 	
                
                  o

                

              	
                The
                  Entry Date or Entry Dates for Elective Deferrals as set forth in
                  Section
                  3.2(a) of the Adoption Agreement

              


      

       

      
        	 	
                (f)

              	
                
                  o Using
                    age-weighting based
                    on a < o 7.5%
                    > < o 8%
                    > < o 8.5%
                    > table as set forth in the "Age-Weighted Table Addendum" attached
                    as
                    part of this Adoption
                    Agreement.

                

              


      

       

      
        	 	
                7.3

              	
                Allocation
                  Requirements. Subject
                  to the gateway requirements in Section 3.2(f)(3) of the Basic Plan,
                  any
                  Employee who has entered the Plan as a Participant for Non-Safe
                  Harbor
                  Non-Elective Contribution purposes will be a Benefiting Participant
                  for
                  Non-Safe Harbor Non-Elective Contribution purposes for that Allocation
                  Period as indicated below.

              


      

       

      
        	 	
                (a)

              	
                Participants
                  who are
                  still Employees on the last day of the Allocation
                  Period (check
                  one)

              


      

       

      
        	 	
                
                  o

                

              	
                Will
                  always be Benefiting Participants regardless of
                  Service

              


      

       

      
        	 	
                
                  x

                

              	
                Must
                  be credited with at least 1,000
                  Hours of Service (max.
                  1,000) in
                  the Allocation Period

              


      

       

      
        	 	
                
                  o

                

              	
                Must
                  be credited with at least a ______-month
                  Period of Service (max.
                  6) in
                  the Allocation Period

              


      

       

      
        	 	
                
                  o

                

              	
                Must
                  be credited with at least _____
                  consecutive calendar months of employment (max.
                  6) in
                  the Allocation Period

              


      

       

      
        	 	
                
                  o

                

              	
                Must
                  be credited with at least _____
                  consecutive days of employment (max.
                  182) in
                  the Allocation Period

              


      

       

      
        	 	
                (b)

              	
                Participants
                  who terminate
                  employment before
                  the last day of the Allocation Period because
                  of retirement on
                  or after Normal Retirement Age < o or
                  Early Retirement Age > (check
                  one)

              


      

       

      
        	 	
                
                  o

                

              	
                Will
                  not be Benefiting Participants for that Allocation
                  Period

              


      

       

      
        	 	
                
                  x

                

              	
                Will
                  always be Benefiting Participants regardless of
                  Service

              


      

       

      
        	 	
                
                  o

                

              	
                Must
                  be credited with at least _____
                  Hours of
                  Service (max.
                  1,000) in
                  the Allocation Period

              


      

       

      
        	 	
                
                  o

                

              	
                Must
                  be credited with at least a ______-month
                  Period of Service (max.
                  6) in
                  the Allocation Period

              


      

       

      
        	 	
                
                  o

                

              	
                Must
                  be credited with at least _____
                  consecutive
                  calendar months of employment (max.
                  6) in
                  the Allocation Period

              


      

       

      
        	 	
                
                  o

                

              	
                Must
                  be credited with at least _____
                  consecutive
                  days of employment (max.
                  182) in
                  the Allocation Period

              


      

       

      
        	 	
                (c)

              	
                Participants
                  who terminate
                  employment
                  before the last day of the Allocation Period because
                  of their Disability (check
                  one)

              


      

       

      
        	 	
                
                  o

                

              	
                Will
                  not be Benefiting Participants for that Allocation
                  Period

              


      

       

      
        	 	
                
                  x

                

              	
                Will
                  always be Benefiting Participants regardless of
                  Service

              


      

       

      
        	 	
                
                  o

                

              	
                Must
                  be credited with at least _____
                  Hours of
                  Service (max.
                  1,000) in
                  the Allocation Period

              


      

       

      
        	 	
                
                  o

                

              	
                Must
                  be credited with at least a ______-month
                  Period of Service (max.
                  6) in
                  the Allocation Period

              


      

       

      
        	 	
                
                  o

                

              	
                Must
                  be credited with at least _____
                  consecutive
                  calendar months of employment (max.
                  6) in
                  the Allocation Period

              


      

       

      
        	 	
                
                  o

                

              	
                Must
                  be credited with at least _____
                  consecutive
                  days of employment (max.
                  182) in
                  the Allocation Period

              


      

       

      
        
          
          

        

        
          Page
            18

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (d)

              	
                Participants
                  who terminate
                  employment
                  before the last day of the Allocation Period because
                  of their death (check
                  one)

              


      

       

      
        	 	
                
                  o

                

              	
                Will
                  not be Benefiting Participants for that Allocation
                  Period

              


      

       

      
        	 	
                
                  x

                

              	
                Will
                  always be Benefiting Participants regardless of
                  Service

              


      

       

      
        	 	
                
                  o

                

              	
                Must
                  be credited with at least _____
                  Hours of
                  Service (max.
                  1,000) in
                  the Allocation Period

              


      

       

      
        	 	
                
                  o

                

              	
                Must
                  be credited with at least a ______-month
                  Period of Service (max.
                  6) in
                  the Allocation Period

              


      

       

      
        	 	
                
                  o

                

              	
                Must
                  be credited with at least _____
                  consecutive calendar months of employment (max.
                  6) in
                  the Allocation Period

              


      

       

      
        	 	
                
                  o

                

              	
                Must
                  be credited with at least _____
                  consecutive days of employment (max.
                  182) in
                  the Allocation Period

              


      

       

      
        	 	
                (e)

              	
                Participants
                  who terminate
                  employment
                  before the last day of the Allocation Period for
                  any other reason (check
                  one)

              


      

       

      
        	 	
                
                  o

                

              	
                Will
                  not be Benefiting Participants for that Allocation
                  Period

              


      

       

      
        	 	
                
                  o

                

              	
                Will
                  always be Benefiting Participants regardless of
                  Service

              


      

       

      
        	 	
                
                  x

                

              	
                Must
                  be credited with at least 1,000 Hours
                  of Service (max.
                  1,000) in
                  the Allocation Period

              


      

       

      
        	 	
                
                  o

                

              	
                Must
                  be credited with at least a ______-month
                  Period of Service (max.
                  6) in
                  the Allocation Period

              


      

       

      
        	 	
                
                  o

                

              	
                Must
                  be credited with at least _____
                  consecutive
                  calendar months of employment (max.
                  6) in
                  the Allocation Period

              


      

       

      
        	 	
                
                  o

                

              	
                Must
                  be credited with at least _____
                  consecutive
                  days of employment (max.
                  182) in
                  the Allocation Period

              


      

       

      
        	 	
                7.4

              	
                
                  o Failsafe
                    Allocations. For
                    any Plan Year in which the Plan fails to satisfy the average
                    benefit
                    percentage test of Code §410(b)(2) or the average benefits test of
                    regulation §1.401(a)(4) (or the Administrator is unable to or elects not
                    to perform such tests), in accordance with Section 3.6 of the
                    Basic Plan
                    to the extent necessary to insure that the Plan satisfies one
                    of the tests
                    set forth in Code §410(b)(1)(A) (in which the Plan initially fails to
                    benefit at least 70% of Non-Highly Compensated Employees) or
                    Code
                    §410(b)(1)(B) (in which the Plan initially fails to benefit a
                    percentage
                    of Non-Highly Compensated Employees that is at least 70% of the
                    percentage
                    of Highly Compensated Employees who benefit under the Plan),
                    an additional
                    Employer contribution may be made and allocated for certain Participants
                    who are not Benefiting Participants for that Plan Year pursuant
                    to the
                    rankings below.

                

              


      

       

      
        	 	
                (a)

              	
                Participants
                  eligible for the failsafe allocation will first be ranked by their
                  (check
                  one)

              


      

       

      
        	 	
                
                  o

                

              	
                Hours
                  of Service (or
                  months if elapsed time) beginning
                  with the < o highest
                  > < o lowest
                  > number

              


      

       

      
        	 	
                
                  o

                

              	
                Compensation
                  beginning with the < o highest
                  > < o lowest
                  > amount

              


      

       

      
        	 	
                (b)

              	
                 Before
                  an allocation is made, the Participants in (a) will be further
                  ranked
                  (check
                  one)

              


      

       

      
        	
              	
                o

              	
                Beginning
                  with those who are employed on the last day of Plan
                  Year

              


      

       

      
        	
              	
                o

              	
                Beginning
                  with those who are credited with at least 1,000 hours of service
                  (6
                  months of service if elapsed
                  time)

              


      

       

      
        	 	
                7.5

              	
                
                  o Additional
                    Non-Safe Harbor Non-Elective Contributions. In
                    addition to the Non-Safe Harbor Non-Elective Contributions made
                    under this
                    Section 7, an Employer may make additional Non-Safe Harbor Non-Elective
                    Contributions as indicated in the "Additional Non-Safe Harbor
                    Non-Elective
                    Contribution Addendum" attached to this Adoption
                    Agreement.

                

              


      

       

      Section
        8. x QMACs
        and
        QNECs 

       

      
        	 	
                8.1

              	
                
                  x Qualified
                    Matching Contributions (QMACs). The
                    Employer may elect to make Qualified Matching Contributions to
                    the Plan
                    for any Plan Year under Section 3.1(a)(4) of the Basic Plan.
                    QMACs, when
                    made, will be allocated in the manner elected by the Administrator
                    under
                    Section 3.2(d) of the Basic Plan. For any Plan Year in which
                    a QMAC is
                    made, it will be allocated to all Participants x except
                    for the following: (check
                    all that apply)

                

              


      

       

      
        	 	
                
                  x

                

              	
                All
                  HCEs

              


      

       

      
        	 	
                
                  o

                

              	
                All
                  NHCEs who satisfy the allocation requirements for Non-Safe Harbor
                  Matching
                  Contributions

              


      

       

      
        	 	
                
                  o

                

              	
                All
                  NHCEs who satisfy the allocation requirements for Non-Safe Harbor
                  Non-Elective Contributions

              


      

       

      
        	 	
                8.2

              	
                x  Qualified
                  Non-Elective Contributions (QNECs). The
                  Employer may elect to make Qualified Non-Elective Contributions
                  to the
                  Plan for any Plan Year under Section 3.1(a)(5) of the Basic Plan.
                  QNECs,
                  when made, will be allocated in the manner elected by the Administrator
                  under Section 3.2(e) of the Basic Plan. For any Plan Year in which
                  a QNEC
                  is made, it will be allocated to all Participants xexcept
                  for the following: (check
                  all that apply)

              


      

       

      
        	 	
                
                  x

                

              	
                All
                  HCEs

              


      

      
         

        
          	 	
                  
                    o

                  

                	
                  All
                    NHCEs who satisfy the allocation requirements for Non-Safe Harbor
                    Non-Elective Contributions

                


        

         

        
          	 	
                  
                    o

                  

                	
                  All
                    NHCEs who satisfy the allocation requirements for Non-Safe Harbor
                    Matching
                    Contributions

                


        

         

      

      
        
          
          

        

        
          Page
            19

          
            

          

        

        
          
          

        

      

       

      Section
        9. x Rollovers
        and Employee After-Tax Contributions 

       

      
        	 	
                9.1

              	
                
                  x  Rollover
                    Contributions. Rollover
                    Contributions are permitted by any Eligible Employee < o who
                    has entered the Plan as a Participant for Elective Deferral purposes
>
                    < o who
                    has entered the Plan as a Participant for Non-Safe Harbor Matching
                    Contribution purposes > < o who
                    has entered the Plan as a Participant for Non-Safe Harbor Non-Elective
                    Contribution purposes >.

                

              


      

       

      
        	 	
                (a)

              	
                Rollover
                  Contributions will be accepted from: (check
                  any that apply)

              


      

       

      
        	 	
                
                  x

                

              	
                Code
                  §401(a) plans (qualified
                  retirement plans)

              


      

       

      
        	 	
                
                  o

                

              	
                Code
                  §403(a) plans (qualified
                  annuity plans)

              


      

       

      
        	 	
                
                  x

                

              	
                Code
                  §403(b) plans (annuities
                  purchased by a Code §501(c)(3) organization and certain educational
                  institutions)

              


      

       

      
        	 	
                
                  x

                

              	
                Code
                  §408(a) plans (individual
                  retirement accounts)

              


      

       

      
        	 	
                
                  o

                

              	
                Code
                  §408(b) plans (individual
                  retirement annuities)

              


      

       

      
        	 	
                
                  x

                

              	
                Code
                  §457(b) plans (governmental
                  only)

              


      

       

      
        	 	
                (b)

              	
                Rollover
                  Contributions can also include the following: (check
                  all that apply)

              


      

       

      
        	 	
                
                  o

                

              	
                Roth
                  Elective Deferrals

              


      

       

      
        	 	
                
                  o

                

              	
                Voluntary
                  Employee Contributions

              


      

       

      
        	 	
                
                  o

                

              	
                Mandatory
                  Employee Contributions

              


      

       

      
        	 	
                
                  o

                

              	
                Participant
                  loans

              


      

       

      
        	 	
                
                  o

                

              	
                In
                  kind distributions (other than Participant
                  loans)

              


      

       

      
        	 	
                (c)

              	
                Rollover
                  Contributions can be withdrawn from the Plan: (check
                  one)

              


      

       

      
        	 	
                x

              	
                At
                  any time

              


      

       

      
        	 	
                o

              	
                Annually
                  on a date set by the Administrator

              


      

       

      
        	 	
                o

              	
                Semi-annually
                  on dates set by the Administrator

              


      

       

      
        	 	
                o

              	
                Quarterly
                  on dates set by the Administrator

              


      

       

      
        	 	
                o

              	
                Monthly
                  on dates set by the Administrator

              


      

       

      
        	 	
                o

              	
                Only
                  upon termination of employment with the
                  Employer

              


      

       

      
        	 	
                (d)

              	
                Rollover
                  Contributions which are withdrawn from the Plan < o  can
                  > < x  cannot
                  > be redeposited in the
                  Plan.

              


      

       

      
        	 	
                9.2

              	
                x Transfer
                  Contributions. The
                  Plan will < x not
                  > accept Transfer Contributions which remain subject to the Qualified
                  Joint and Survivor Annuity requirements of Code §401(a)(11) at the time of
                  transfer.

              


      

       

      
        	 	
                9.3

              	
                
                  o Voluntary
                    Employee Contributions. Voluntary
                    Employee Contributions are permitted from any Eligible Employee
                    who has
                    entered the Plan as a Participant for purposes of < o
                    making Elective Deferrals
                    > < o receiving
                    Non-Safe Harbor Matching Contributions > < o receiving
                    Non-Safe Harbor Non-Elective Contribution
                    >.

                

              


      

       

      
        	 	
                (a)

              	
                The
                  ACP Testing method is: (check
                  one)

              


      

       

      
        	
              	
                o

              	
                Current
                  year testing for all Plan Years o except
                  for the following Plan Years:
                  _____________________

              


      

       

      
        
          
          

        

        
          Page
            20

          
            

          

        

        
          
          

        

      

       

      
        
          	 	
                  o

                	Prior year testing for all Plan Years o except
                  for the following Plan Years:
                  _________________________


        

         

      

      
        	 	
                o

              	
                Prior
                  year testing for first Plan Year and current year testing thereafter,
                  subject to Section 1.16 of the Basic
                  Plan

              


      

       

      
        	 	
                (b)

              	
                Voluntary
                  Employee Contributions can be withdrawn from the Plan:
                  (check
                  one)

              


      

       

      
        	 	
                
                  o

                

              	
                At
                  any time

              


      

       

      
        	 	
                
                  o

                

              	
                Annually
                  on a date set by the Administrator

              


      

       

      
        	 	
                
                  o

                

              	
                Semi-annually
                  on dates set by the Administrator

              


      

       

      
        	 	
                
                  o

                

              	
                Quarterly
                  on dates set by the Administrator

              


      

       

      
        	 	
                
                  o

                

              	
                Monthly
                  on dates set by the Administrator

              


      

       

      
        	 	
                
                  o

                

              	
                Only
                  upon termination of employment with the
                  Employer

              


      

       

      
        	 	
                (c)

              	
                Matching
                  Contributions. o Voluntary
                  Employee Contributions will be matched in the same manner as Elective
                  Deferrals.

              


      

       

      
        	 	
                9.4

              	
                
                  o Mandatory
                    Employee Contributions. Subject
                    to Section 3.9 of the Basic Plan, each Participant who has satisfied
                    the
                    eligibility requirements for < o Elective
                    Deferrals > < o Non-Safe
                    Harbor Matching Contributions > < o Non-Safe
                    Harbor Non-Elective Contributions > must make a contribution to the
                    Plan each Plan Year equal to _____%
                    of his or her Compensation. With respect to Mandatory Employee
                    Contributions, the ACP Test will be determined each Plan Year
                    by the
                    following method:

                

              


      

      
         

        
          	 	
                  
                    o

                  

                	Current year testing for all Plan Years o except
                  for the following Plan Years:
                  _______________________


        

         

          
            	 	
                    
                      o

                    

                  	Prior year testing for all Plan Years o except
                    for the following Plan Years:
                    _________________________

     

        

      

      
        	 	
                
                  o

                

              	
                Prior
                  year testing for the first Plan Year and current year testing thereafter,
                  subject to Section 1.16 of the Basic
                  Plan

              


      

       

      
        	 	
                9.5

              	
                
                  o Deemed
                    IRAs. Deemed
                    Individual Retirement Accounts are permitted by any Eligible
                    Employee <
                    o who
                    has entered the Plan as a Participant for Elective Deferral purposes
>
                    < o who
                    has entered the Plan as a Participant for Non-Safe Harbor Matching
                    Contribution purposes > < o who
                    has entered the Plan as a Participant for Non-Safe Harbor Non-Elective
                    Contribution purposes >.

                

              


      

       

      Section
        10. oPrevailing
        Wage Contributions 

       

      
        	 	
                10.1

              	
                
                  
                    o Prevailing
                      Wage Contributions.Subject
                      to Section 3.1(c) of the Basic Plan, the Employer will make
                      contributions
                      to the Plan for the Prevailing Wage Service of each Participant
< o who
                      is an NHCE >. Such contributions will be made pursuant to the schedule
                      in the "Prevailing Wage Addendum" attached to the Adoption
                      Agreement, and
                      in accordance with the provisions
                      below.

                  

                

              


      

       

      
        	 	
                10.2

              	
                
                  o Treatment
                    as QNECs. Prevailing
                    Wage contributions may be treated as
                    QNECs.

                

              


      

       

      
        	 	
                10.3

              	
                
                  o Offset
                    of Other Contributions. Prevailing
                    Wage contributions may be used to offset the Employer contributions
                    selected below, applied in the order
                    indicated.

                

              


      

       

      
        	 	
                o

              	
                _____
                  ADP Safe Harbor Contributions

              


      

       

      
        	 	
                o

              	
                _____
                  ACP Safe Harbor Contributions

              


      

       

      
        	 	
                o

              	
                _____
                  Non-Safe Harbor Matching
                  Contributions

              


      

       

      
        	 	
                o

              	
                _____
                  Non-Safe Harbor Non-Elective
                  Contributions

              


      

       

      
        	 	
                10.4

              	
                Vesting.
                  Prevailing
                  Wage contributions are 100% Vested at all times unless they are
                  "annualized" pursuant to Department of Labor regulations, in which
                  case
                  they will be Vested in accordance with the schedule selected in
                  Section
                  11.6 of the Adoption Agreement. However, notwithstanding the foregoing,
                  to
                  the extent that a Prevailing Wage contribution is used to offset
                  an ADP
                  Safe Harbor Contribution, an ACP Safe Harbor Contribution, or a
                  QNEC, such
                  Prevailing Wage contribution will be 100% Vested at all
                  times.

              


      

       

      Section
        11. Vesting
        Requirements 

       

      
        	 	
                11.1

              	
                100%
                  Vesting Upon Retirement, Death or Disability. A
                  Participant's Vested Interest in his or her Participant's Account
                  will be
                  100% upon reaching Normal Retirement Age. A Participant will also
                  have a
                  100% Vested Interest in his or her Participant's Account upon the
                  occurrence of the following events: (check
                  all that apply)

              


      

       

      
        	 	
                o

              	
                Reaching
                  Early Retirement Age

              


      

       

       

      
        
          
          

        

        
          Page
            21

          
            

          

        

        
          
          

        

      

       

      
        	 	
                x

              	
                Death
                  prior to Termination of Employment

              


      

       

      
        	 	
                
                  x

                

              	
                Disability
                  prior to Termination of Employment

              


      

       

      
        	 	
                11.2

              	
                Elective
                  Deferrals, QMACs, QNECs and ADP Safe Harbor Contributions.
                  A
                  Participant's Vested Interest in all Elective Deferrals, Qualified
                  Matching Contributions, Qualified Non-Elective Contributions and
                  ADP Safe
                  Harbor Contributions allocated to him or her under Section 5 of
                  the
                  Adoption Agreement will be 100% at all
                  times.

              


      

       

      
        	 	
                11.3

              	
                
                  o ACP
                    Safe Harbor Matching Contributions. A
                    Participant's Vested Interest in all ACP Safe Harbor Matching
                    Contributions allocated to him or her under Section 5 of the
                    Adoption
                    Agreement will be determined by the provisions selected
                    below.

                

              


      

       

      
        	 	
                (a)

              	
                The
                  Vesting schedule is
                  < o 100%
                  full and immediate > < o the
                  graded schedule below >:

              


      

       

      
        	 	
                1
                  Year of Service

              	
                _____%

              


      

       

      
        	 	
                2
                  Years of Service

              	
                _____%

              


      

       

      
        	 	
                3
                  Years of Service

              	
                _____%

              


      

       

      
        	 	
                4
                  Years of Service

              	
                _____%

              


      

       

      
        	 	
                5
                  Years of Service

              	
                _____%

              


      

       

      
        	 	
                6
                  Years of Service

              	
                _____%
                  (must
                  be 100%)

              


      

       

      
        	 	
                (b)

              	
                o Vesting
                  Schedule for Pre-EGTRRA ACP Safe Harbor Matching Contributions.
                  Notwithstanding
                  paragraph (a) above, a Participant's Vested Interest in his or
                  her ACP
                  Safe Harbor Contributions which were made to the Plan prior to
                  January 1,
                  2001 will be determined in accordance with the Vesting schedule
                  in effect
                  when such contributions were made to the
                  Plan.

              


      

       

      
        	 	
                (c)

              	
                Service
                  Counted for Vesting. All
                  Years of Service (or Periods of Service, if elapsed time) with
                  the
                  Employer are counted in determining a Participant's Vested Interest
                  in his
                  or her ACP Safe Harbor Contributions o except
                  the following: (check
                  one)

              


      

       

      
        	 	
                
                  o

                

              	
                Years
                  of Service before age 18

              


      

       

      
        	 	
                
                  o

                

              	
                Years
                  of Service before the Employer maintained this Plan or a predecessor
                  plan

              


      

       

      
        	 	
                
                  o

                

              	
                Years
                  of Service during a period for which the Employee made no mandatory
                  contributions to the Plan

              


      

       

      
        	 	
                11.4

              	
                
                  x Non-Safe
                    Harbor Matching Contributions. A
                    Participant's Vested Interest in all Non-Safe Harbor Matching
                    Contributions allocated to him or her will be determined by the
                    provisions
                    below selected below.

                

              


      

       

      
        	 	
                (a)

              	
                The
                  Vesting schedule is
                  < o 100%
                  full and immediate > < x the
                  graded schedule below >:

              


      

       

      
        	 	
                1
                  Year of Service

              	
                20
                  %

              


      

       

      
        	 	
                2
                  Years of Service

              	
                40
                  %

              


      

       

      
        	 	
                3
                  Years of Service

              	
                60
                  %

              


      

       

      
        	 	
                4
                  Years of Service

              	
                80
                  %

              


      

       

      
        	 	
                5
                  Years of Service

              	
                100
                  %

              


      

       

      
        	 	
                6
                  Years of Service

              	
                100
                  %
                  (must
                  be 100%)

              


      

       

      
        	 	
                (b)

              	
                
                  o Vesting
                    Schedule for Pre-EGTRRA Non-Safe Harbor Matching Contributions.
                    Notwithstanding
                    paragraph (a) above, a Participant's Vested Interest in Non-Safe
                    Harbor
                    Matching Contributions which were made to the Plan prior to January
                    1,
                    2001 will be determined in accordance with the Vesting schedule
                    in effect
                    when such contributions were made to the
                    Plan.

                

              


      

       

      
        	 	
                (c)

              	
                Service
                  Counted for Vesting. All
                  Years of Service (or Periods of Service, if elapsed time) with
                  the
                  Employer are counted in determining a Participant's Vested Interest
                  in his
                  or her Non-Safe Harbor Matching Contributions o except
                  the following:

              


      

       

      
        	 	
                
                  o

                

              	
                Years
                  of Service before age 18

              


      

       

      
        	 	
                
                  o

                

              	
                Years
                  of Service before the Employer maintained this Plan or a predecessor
                  plan

              


      

       

      
        	 	
                
                  o

                

              	
                Years
                  of Service during a period for which the Employee made no mandatory
                  contributions to the Plan

              


      

       

      
        
          
          

        

        
          Page
            22

          
            

          

        

        
          
          

        

      

       

      
        	 	
                11.5

              	
                x Non-Safe
                  Harbor Non-Elective Contributions. A
                  Participant's Vested Interest in all Non-Safe Harbor Non-Elective
                  Contributions allocated to him or her will be determined by the
                  provisions
                  selected below.

              


      

       

      
        	 	
                (a)

              	
                The
                  Vesting schedule in a non-Top Heavy Plan Year is
                  < o 100%
                  full and immediate > < x the
                  graded schedule below >:

              


      

       

      
        	 	
                1
                  Year of Service

              	
                20
                  %

              


      

       

      
        	 	
                2
                  Years of Service

              	
                40
                  %

              


      

       

      
        	 	
                3
                  Years of Service

              	
                60
                  %

              


      

       

      
        	 	
                4
                  Years of Service

              	
                80
                  %

              


      

       

      
        	 	
                5
                  Years of Service

              	
                100
                  %

              


      

       

      
        	 	
                6
                  Years of Service

              	
                100
                  %

              


      

       

      
        	 	
                7
                  Years of Service

              	
                100
                  %
                  (must
                  be 100%)

              


      

       

      
        	 	
                (b)

              	
                The
                  Vesting schedule in a Top Heavy Plan Year is
                  < o 100%
                  full and immediate > < x the
                  graded schedule below >:

              


      

       

      
        	 	
                1
                  Year of Service

              	
                20
                  %

              


      

       

      
        	 	
                2
                  Years of Service

              	
                40
                  %

              


      

       

      
        	 	
                3
                  Years of Service

              	
                60
                  %

              


      

       

      
        	 	
                4
                  Years of Service

              	
                80
                  %

              


      

       

      
        	 	
                5
                  Years of Service

              	
                100
                  %

              


      

       

      
        	 	
                6
                  Years of Service

              	
                100
                  %
                  (must
                  be 100%)

              


      

       

      
        	 	
                (c)

              	
                Service
                  Counted for Vesting. All
                  Years of Service (or Periods of Service, if elapsed time) with
                  the
                  Employer are counted in determining a Participant's Vested Interest
                  in his
                  Non-Safe Harbor Non-Elective Contributions o except
                  for the following:

              


      

       

      
        	 	
                o

              	
                Years
                  of Service before age 18

              


      

       

      
        	 	
                o

              	
                Years
                  of Service before the Employer maintained this Plan or a predecessor
                  plan

              


      

       

      
        	 	
                o

              	
                Years
                  of Service during a period for which the Employee made no mandatory
                  contributions to the Plan

              


      

       

      
        	 	
                11.6

              	
                o Prevailing
                  Wage Contributions. Except
                  as otherwise provided in Section 10.4 of the Adoption Agreement,
                  a
                  Participant's Vested Interest in all Prevailing Wage contributions
                  allocated to him or her will be determined by the provisions
                  below.

              


      

       

      
        	 	
                (a)

              	
                The
                  Vesting schedule in a non-Top Heavy Plan Year is
                  < o 100%
                  full and immediate > < o the
                  graded schedule below >:

              


      

       

      
        	 	
                1
                  Year of Service

              	
                ______%

              


      

       

      
        	 	
                2
                  Years of Service

              	
                ______%

              


      

       

      
        	 	
                3
                  Years of Service

              	
                ______%

              


      

       

      
        	 	
                4
                  Years of Service

              	
                ______%

              


      

       

      
        	 	
                5
                  Years of Service

              	
                ______%

              


      

       

      
        	 	
                6
                  Years of Service

              	
                ______%

              


      

       

      
        	 	
                7
                  Years of Service

              	
                ______% (must
                  be 100%)

              


      

       

      
        	 	
                (b)

              	
                The
                  Vesting schedule in a Top Heavy Plan Year is
                  < o 100%
                  full and immediate > < o the
                  graded schedule below >:

              


      

       

      
        	 	
                1
                  Year of Service

              	
                ______%

              


      

       

      
        	 	
                2
                  Years of Service

              	
                ______%

              


      

       

      
        
          
          

        

        
          Page
            23

          
            

          

        

        
          
          

        

      

       

      
        	 	
                3
                  Years of Service

              	
                ______%

              


      

       

      
        	 	
                4
                  Years of Service

              	
                ______%

              


      

       

      
        	 	
                5
                  Years of Service

              	
                ______%

              


      

       

      
        	 	
                6
                  Years of Service

              	
                ______% (must
                  be 100%)

              


      

       

      
        	 	
                (c)

              	
                Service
                  Counted for Vesting. All
                  Years of Service (or Periods of Service, if elapsed time) with
                  the
                  Employer are counted in determining a Participant's Vested Interest
                  in his
                  Non-Safe Harbor Non-Elective Contributions o except
                  for the following:

              


      

       

      
        	 	
                o

              	
                Years
                  of Service before age 18

              


      

       

      
        	 	
                o

              	
                Years
                  of Service before the Employer maintained this Plan or a predecessor
                  plan

              


      

       

      
        	 	
                o

              	
                Years
                  of Service during a period for which the Employee made no mandatory
                  contributions to the Plan

              


      

       

      Section
        12. Compensation
        Definitions 

       

      
        	 	
                12.1

              	
                Elective
                  Deferrals. A
                  Participant's Compensation for Elective Deferral purposes will
                  be
                  determined as follows:

              


      

       

      
        	 	
                (a)

              	
                Compensation
                  is defined as: (check
                  one)

              


      

       

      
        	 	
                x

              	
                Form
                  W-2 Compensation

              


      

       

      
        	 	
                o

              	
                Code
                  §3401 Compensation

              


      

       

      
        	 	
                o

              	
                Code
                  §415 Safe Harbor Compensation

              


      

       

      
        	 	
                (b)

              	
                Deferrals
                  under Code §125, §132(f)(4), §401(k), §402(h), §403(b), §457(b) and
                  §414(h)(2) will: (check
                  one)

              


      

       

      
        	 	
                x

              	
                Be
                  included as Compensation

              


      

       

      
        	 	
                
                  o

                

              	
                Not
                  be included as Compensation

              


      

       

      
        	 	
                (c)

              	
                The
                  Compensation measuring period is the: (check
                  one)

              


      

       

      
        	 	
                x

              	
                Plan
                  Year

              


      

       

      
        	 	
                
                  o

                

              	
                Fiscal
                  Year ending on or within the Plan
                  Year

              


      

       

      
        	 	
                
                  o

                

              	
                Calendar
                  year ending on or within the Plan
                  Year

              


      

       

      
        	
              	(d)	
                x The
                  following
                  categories of remuneration will not be counted as Compensation
                  for
                  Elective Deferral purposes under this Section 12.1: (check
                  all that apply)

              


      

       

      
        	 	
                x

              	
                Compensation
                  received prior to entering the Plan as a
                  Participant

              


      

       

      
        	 	
                
                  o

                

              	
                Compensation
                  received as a member of an ineligible class of Employees per Section
                  3.1(a) of the Adoption Agreement

              


      

       

      
        	 	
                
                  o

                

              	
                All
                  items in Reg. §1.414(s)-1(c)(3) (i.e., reimbursements or other expense
                  allowances, including fringe benefits (cash and non-cash), moving
                  expenses, deferred compensation and welfare benefits, even if includible
                  in gross income)

              


      

       

      
        	 	
                
                  o

                

              	
                Bonuses

              


      

       

      
        	 	
                
                  o

                

              	
                Overtime

              


      

       

      
        	 	
                
                  o

                

              	
                Commissions

              


      

       

      
        	
              	x	
                Other See
                  1 in Addendum

              


        	 	 	        
                ___________________________________________________________________


      

       

      
        	
              	(e)	
                
                  o The
                    categories
                    of remuneration excluded as Compensation for Elective Deferral
                    purposes
                    under paragraph (d) above will only be excluded from the Compensation
                    of
                    the following Participants: (check all that
                    apply)

                

              


      

       

      
        	 	
                
                  o

                

              	
                Highly
                  Compensated Employees

              


      

      
        
           

          
            
              
              

            

            
              Page
                24

              
                

              

            

            
              
              

            

          

           

          
            	 	
                    
                      o

                    

                  	Other ___________________________________________________________________


          

          
            	 	 	          
                    ___________________________________________________________________


          

           

        

      

      
        	 	
                12.2

              	
                
                  o Safe
                    Harbor Contributions. A
                    Participant's Compensation for purposes of any Safe Harbor Contributions
                    contributed under Section 5 of the Adoption Agreement will be
                    determined
                    as indicated below.

                

              


      

       

      
        	 	
                (a)

              	
                Compensation
                  is defined as: (check
                  one)

              


      

       

      
        	 	
                
                  o

                

              	
                Form
                  W-2 Compensation

              


      

       

      
        	 	
                
                  o

                

              	
                Code
                  §3401 Compensation

              


      

       

      
        	 	
                
                  o

                

              	
                Code
                  §415 Safe Harbor Compensation

              


      

       

      
        	 	
                (b)

              	
                Deferrals
                  under Code §125, §132(f)(4), §401(k), §402(h), §403(b), §457(b) and
                  §414(h)(2) will: (check
                  one)

              


      

       

      
        	 	
                
                  o

                

              	
                Be
                  included as Compensation

              


      

       

      
        	 	
                
                  o

                

              	
                Not
                  be included as Compensation

              


      

       

      
        	 	
                (c)

              	
                The
                  Compensation measuring period is the: (check
                  one)

              


      

       

      
        	 	
                
                  o

                

              	
                Plan
                  Year

              


      

       

      
        	 	
                
                  o

                

              	
                Fiscal
                  Year ending on or within the Plan
                  Year

              


      

       

      
        	 	
                
                  o

                

              	
                Calendar
                  year ending on or within the Plan
                  Year

              


      

       

      
        	 	
                (d)

              	
                
                  o The
                    following categories of remuneration will not be counted as Compensation
                    for Safe Harbor Contribution purposes under this Section 12.2:
                    (check
                    all that apply)

                

              


      

       

      
        	 	
                
                  o

                

              	
                Compensation
                  received prior to entering the Plan as a
                  Participant

              


      

       

      
        	 	
                
                  o

                

              	
                Compensation
                  received prior to becoming eligible for a Non-Elective
                  Contribution

              


      

       

      
        	 	
                
                  o

                

              	
                Compensation
                  received as a member of an ineligible class of Employees per Section
                  3.1(a) of the Adoption Agreement

              


      

       

      
        	 	
                
                  o

                

              	
                All
                  items in Reg. §1.414(s)-1(c)(3) (i.e., reimbursements or other expense
                  allowances, including fringe benefits (cash and non-cash), moving
                  expenses, deferred compensation and welfare benefits, even if includible
                  in gross income)

              


      

       

      
        	 	
                
                  o

                

              	
                Bonuses

              


      

       

      
        	 	
                
                  o

                

              	
                Overtime

              


      

       

      
        	 	
                
                  o

                

              	
                Commissions

              


      

      
        
           

          
            	 	
                    
                      o

                    

                  	Other ___________________________________________________________________


          

          
            	 	 	          
                    ___________________________________________________________________


          

           

        

      

      
        	 	
                (e)

              	
                
                  o The
                    categories of remuneration will be excluded as Compensation for
                    Safe
                    Harbor Contribution purposes under paragraph (d) will only be
                    excluded
                    from the Compensation of the following Participants: (check
                    any that apply)

                

              


      

       

      
        	 	
                
                  o

                

              	
                Highly
                  Compensated Employees

              


      

      
        
           

          
            	 	
                    
                      o

                    

                  	Other ___________________________________________________________________


          

          
            	 	 	          
                    ___________________________________________________________________


          

           

        

      

      Note:
        Safe Harbor Compensation must be Code §414(s) compliant. This means that
        bonuses, overtimes, commissions and "other" compensation described in paragraph
        (d) above may only be excluded if the considered Compensation passes the
        compensation concentration test.

       

      
        	 	
                12.3

              	
                x Non-Safe
                  Harbor Matching Contributions. A
                  Participant's Compensation for purposes of Non-Safe Harbor Matching
                  Contributions contributed under Section 6 of the Adoption Agreement
                  will
                  be determined as indicated below.

              


      

       

      
        	 	
                (a)

              	
                Compensation
                  is defined as: (check
                  one)

              


      

       

      
        	 	
                x

              	
                Form
                  W-2 Compensation

              


      

       

      
        	 	
                
                  o

                

              	
                Code
                  §3401 Compensation

              


      

       

      
        
          
          

        

        
          Page
            25

          
            

          

        

        
          
          

        

      

       

      
        	 	
                
                  o

                

              	
                Code
                  §415 Safe Harbor Compensation

              


      

       

      
        	 	
                (b)

              	
                Deferrals
                  under Code §125, §132(f)(4), §401(k), §402(h), §403(b), §457(b) and
                  §414(h)(2) will: (check
                  one)

              


      

       

      
        	 	
                
                  x

                

              	
                Be
                  included as Compensation

              


      

       

      
        	 	
                
                  o

                

              	
                Not
                  be included as Compensation

              


      

       

      
        	 	
                (c)

              	
                The
                  Compensation measuring period is the: (check
                  one)

              


      

       

      
        	 	
                
                  x

                

              	
                Plan
                  Year

              


      

       

      
        	 	
                
                  o

                

              	
                Fiscal
                  Year ending on or within the Plan
                  Year

              


      

       

      
        	 	
                
                  o

                

              	
                Calendar
                  year ending on or within the Plan
                  Year

              


      

       

      
        	 	
                (d)

              	
                
                  x The
                    following categories of remuneration will not be counted as Compensation
                    for Non-Safe Harbor Matching Contribution purposes under this
                    Section
                    12.3: (check
                    any that apply)

                

              


      

       

      
        	 	
                
                  x

                

              	
                Compensation
                  received prior to entering the Plan as a
                  Participant

              


      

       

      
        	 	
                
                  o

                

              	
                Compensation
                  received prior to becoming eligible for a Matching
                  Contribution

              


      

       

      
        	 	
                
                  o

                

              	
                Compensation
                  received as a member of an ineligible class of Employees per Section
                  3.1(a) of the Adoption Agreement

              


      

       

      
        	 	
                
                  o

                

              	
                All
                  items in Reg. §1.414(s)-1(c)(3) (i.e., reimbursements or other expense
                  allowances, including fringe benefits (cash and non-cash), moving
                  expenses, deferred compensation and welfare benefits, even if includible
                  in gross income)

              


      

       

      
        	 	
                
                  o

                

              	
                Bonuses

              


      

       

      
        	 	
                
                  o

                

              	
                Overtime

              


      

       

      
        	 	
                
                  o

                

              	
                Commissions

              


      

       

      
        	
              	
                
                  x

                

              	
                Other
                  See
                  2 in Addendum          

              


        	 	 	
                          
                  ___________________________________________________________________

              


      

       

      
        	 	
                (e)

              	
                
                  o The
                    categories excluded as Compensation for Non-Safe Harbor Contribution
                    purposes under paragraph (d) above will only be excluded from
                    the
                    Compensation of the following Participants: (check
                    any that apply)

                

              


      

       

      
        	 	
                
                  o

                

              	
                Highly
                  Compensated Employees

              


      

      
        
          
             

            
              	 	
                      
                        o

                      

                    	Other ___________________________________________________________________


            

            
              	 	 	          
                      ___________________________________________________________________


            

               

          

        

      

      
        	 	
                12.4

              	
                
                  x Non-Safe
                    Harbor Non-Elective Contributions. A
                    Participant's Compensation for purposes of any Non-Safe Harbor
                    Non-Elective Contributions contributed under Section 7 of the
                    Adoption
                    Agreement will be determined as indicated
                    below.

                

              


      

       

      
        	 	
                (a)

              	
                Compensation
                  is defined as: (check
                  one)

              


      

       

      
        	 	
                
                  x

                

              	
                Form
                  W-2 Compensation

              


      

       

      
        	 	
                
                  o

                

              	
                Code
                  §3401 Compensation

              


      

       

      
        	 	
                
                  o

                

              	
                Code
                  §415 Safe Harbor Compensation

              


      

       

      
        	 	
                (b)

              	
                Deferrals
                  under Code §125, §132(f)(4), §401(k), §402(h), §403(b), §457(b) and
                  §414(h)(2) will: (check
                  one)

              


      

       

      
        	 	
                
                  x

                

              	
                Be
                  included as Compensation

              


      

       

      
        	 	
                
                  o

                

              	
                Not
                  be included as Compensation

              


      

       

      
        	 	
                (c)

              	
                The
                  Compensation measuring period is the: (check
                  one)

              


      

       

      
        	 	
                
                  x

                

              	
                Plan
                  Year

              


      

       

      
        	 	
                
                  o

                

              	
                Fiscal
                  Year ending on or within the Plan
                  Year

              


      

       

      
        
          
          

        

        
          Page
            26

          
            

          

        

        
          
          

        

      

       

      
        	 	
                
                  o

                

              	
                Calendar
                  year ending on or within the Plan
                  Year

              


      

       

      
        	 	
                (d)

              	
                
                  x The
                    following categories of remuneration will not be counted as Compensation
                    for Non-Safe Harbor Non-Elective Contribution purposes under
                    this Section
                    12.4: (check
                    any that apply)

                

              


      

       

      
        	 	
                
                  x

                

              	
                Compensation
                  received prior to entering the Plan as a
                  Participant

              


      

       

      
        	 	
                
                  o

                

              	
                Compensation
                  received prior to becoming eligible for a Non-Elective
                  Contribution

              


      

       

      
        	 	
                
                  o

                

              	
                Compensation
                  received as a member of an ineligible class of Employees per Section
                  3.1(a) of the Adoption Agreement

              


      

       

      
        	 	
                
                  o

                

              	
                All
                  items in Reg. §1.414(s)-1(c)(3) (i.e., reimbursements or other expense
                  allowances, including fringe benefits (cash and non-cash), moving
                  expenses, deferred compensation and welfare benefits, even if includible
                  in gross income)

              


      

       

      
        	 	
                
                  o

                

              	
                Bonuses
                  (cannot
                  be checked if Section 7.2(d) is
                  checked)

              


      

       

      
        	 	
                
                  o

                

              	
                Overtime
                  (cannot
                  be checked if Section 7.2(d) is
                  checked)

              


      

       

      
        	 	
                
                  o

                

              	
                Commissions
                  (cannot
                  be checked if Section 7.2(d) is
                  checked)

              


      

       

      
        	
              	
                x

              	
                Other
                  (cannot be checked if Section 7.2(d) is checked) See
                  3 in Addendum     

              


        	 	 	
                          
                  ___________________________________________________________________

              


      

       

      
        	 	
                (e)

              	
                
                  o The
                    categories excluded as Compensation for Non-Safe Harbor Non-Elective
                    Contribution purposes under paragraph (d) above will only be
                    excluded from
                    the Compensation of the following Participants: (check
                    any that apply)

                

              


      

       

      
        	 	
                
                  o

                

              	
                Highly
                  Compensated Employees

              


      

      
        
          
            
               

              
                	 	
                        
                          o

                        

                      	Other ___________________________________________________________________


              

              
                	 	 	          
                        ___________________________________________________________________


              

               

            

          

        

      

      
        	 	
                12.5

              	
                
                  o Voluntary
                    Employee Contributions. A
                    Participant's Compensation for purposes of any Voluntary Employee
                    Contributions contributed under Section 9.3 of the Adoption Agreement
                    will
                    be determined as indicated
                    below.

                

              


      

       

      
        	 	
                (a)

              	
                Compensation
                  is defined as (check
                  one)

              


      

       

      
        	 	
                
                  o

                

              	
                Form
                  W-2 Compensation

              


      

       

      
        	 	
                
                  o

                

              	
                Code
                  §3401 Compensation

              


      

       

      
        	 	
                
                  o

                

              	
                Code
                  §415 Safe Harbor Compensation

              


      

       

      
        	 	
                (b)

              	
                Deferrals
                  under Code §125, §132(f)(4), §401(k), §402(h), §403(b), §457(b) and
                  §414(h)(2) will: (check
                  one)

              


      

       

      
        	 	
                
                  o

                

              	
                Be
                  included as Compensation

              


      

       

      
        	 	
                
                  o

                

              	
                Not
                  be included as Compensation

              


      

       

      
        	 	
                (c)

              	
                The
                  Compensation measuring period is the (check
                  one)

              


      

       

      
        	 	
                
                  o

                

              	
                Plan
                  Year

              


      

       

      
        	 	
                
                  o

                

              	
                Fiscal
                  Year ending on or within the Plan
                  Year

              


      

       

      
        	 	
                
                  o

                

              	
                Calendar
                  year ending on or within the Plan
                  Year

              


      

       

      
        	 	
                (d)

              	
                
                  o The
                    following categories of remuneration will not be counted as Compensation
                    for Voluntary Employee Contribution purposes under this Section
                    12.5:
                    (check
                    any that apply)

                

              


      

       

      
        	 	
                
                  o

                

              	
                Compensation
                  received prior to entering the Plan as a
                  Participant

              


      

       

      
        	 	
                
                  o

                

              	
                Compensation
                  received prior to becoming eligible for a Non-Elective
                  Contribution

              


      

       

      
        	 	
                
                  o

                

              	
                Compensation
                  received as a member of an ineligible class of Employees per Section
                  3.1(a) of the Adoption Agreement

              


      

       

      
        	 	
                
                  o

                

              	
                All
                  items in Reg. §1.414(s)-1(c)(3) (i.e., reimbursements or other expense
                  allowances, including fringe benefits (cash and non-cash), moving
                  expenses, deferred compensation and welfare benefits, even if includible
                  in gross income)

              


      

       

      
        
          
          

        

        
          Page
            27

          
            

          

        

        
          
          

        

      

       

      
        	 	
                
                  o

                

              	
                Bonuses

              


      

       

      
        	 	
                
                  o

                

              	
                Overtime

              


      

       

      
        	 	
                
                  o

                

              	
                Commissions

              


      

      
        
          
            
              
                
                   

                  
                    	 	
                            
                              o

                            

                          	Other ___________________________________________________________________


                  

                  
                    	 	 	          
                            ___________________________________________________________________


                  

                   

                

              

            

          

        

      

      
        	 	
                (e)

              	
                
                  o The
                    categories excluded as Compensation for Voluntary Employee Contribution
                    purposes under paragraph (d) above will only be excluded from
                    the
                    Compensation of the following Participants: (check
                    any that apply)

                

              


      

       

      
        	 	
                
                  o

                

              	
                Highly
                  Compensated Employees

              


      

      
        
          
            
              
                
                   

                  
                    	 	
                            
                              o

                            

                          	Other ___________________________________________________________________


                  

                  
                    	 	 	          
                            ___________________________________________________________________


                  

                   

                

              

            

          

        

      

      
        	 	
                12.6

              	
                
                  o Mandatory
                    Employee Contributions. A
                    Participant's Compensation for purposes of any Mandatory Employee
                    Contributions contributed under Section 9.4 of the Adoption Agreement
                    will
                    be determined as indicated
                    below.

                

              


      

       

      
        	 	
                (a)

              	
                Compensation
                  is defined as (check
                  one)

              


      

       

      
        	 	
                
                  o

                

              	
                Form
                  W-2 Compensation

              


      

       

      
        	 	
                
                  o

                

              	
                Code
                  §3401 Compensation

              


      

       

      
        	 	
                
                  o

                

              	
                Code
                  §415 Safe Harbor Compensation (as defined under Regulation
                  §1.415-2(d)(10))

              


      

       

      
        	 	
                (b)

              	
                Deferrals
                  under Code §125, §132(f)(4), §401(k), §402(h), §403(b), §457(b) and
                  §414(h)(2) will: (check
                  one)

              


      

       

      
        	 	
                
                  o

                

              	
                Be
                  included as Compensation

              


      

       

      
        	 	
                
                  o

                

              	
                Not
                  be included as Compensation

              


      

       

      
        	 	
                (c)

              	
                The
                  Compensation measuring period is the (check
                  one)

              


      

       

      
        	 	
                
                  o

                

              	
                Plan
                  Year

              


      

       

      
        	 	
                
                  o

                

              	
                Fiscal
                  Year ending on or within the Plan
                  Year

              


      

       

      
        	 	
                
                  o

                

              	
                Calendar
                  year ending on or within the Plan
                  Year

              


      

       

      
        	 	
                (d)

              	
                
                  o The
                    following categories of remuneration will not be counted as Compensation
                    for Mandatory Employee Contribution purposes under this Section
                    12.6:
                    (check
                    any that apply)

                

              


      

       

      
        	 	
                
                  o

                

              	
                Compensation
                  received prior to entering the Plan as a
                  Participant

              


      

       

      
        	 	
                
                  o

                

              	
                Compensation
                  received prior to becoming eligible for a Non-Elective
                  Contribution

              


      

       

      
        	 	
                
                  o

                

              	
                Compensation
                  received as a member of an ineligible class of Employees per Section
                  3.1(a) of the Adoption Agreement

              


      

       

      
        	 	
                
                  o

                

              	
                All
                  items in Reg. §1.414(s)-1(c)(3) (i.e., reimbursements or other expense
                  allowances, including fringe benefits (cash and non-cash), moving
                  expenses, deferred compensation and welfare benefits, even if includible
                  in gross income)

              


      

       

      
        	 	
                
                  o

                

              	
                Bonuses

              


      

       

      
        	 	
                
                  o

                

              	
                Overtime

              


      

       

      
        	 	
                
                  o

                

              	
                Commissions

              


      

      
        
          
            
              
                 

                
                  	 	
                          
                            o

                          

                        	Other ___________________________________________________________________


                

                
                  	 	 	          
                          ___________________________________________________________________


                

                 

              

            

          

        

      

      
        	 	
                (e)

              	
                
                  o The
                    categories excluded as Compensation for Mandatory Employee Contribution
                    purposes under paragraph (d) above will only be excluded from
                    the
                    Compensation of the following Participants: (check
                    any that apply)

                

              


      

       

      
        	 	
                
                  o

                

              	
                Highly
                  Compensated Employees

              


      

      
        
          
             

             

            
              
                
                

              

              
                Page
                  28

                
                  

                

              

              
                
                

              

            

             

            
              
                
                  
                    	 	
                            
                              o

                            

                          	Other ___________________________________________________________________


                  

                  
                    	 	 	          
                            ___________________________________________________________________


                  

                

              

            

          

           

        

      

      
        	 	
                12.7

              	
                Compensation
                  for Key Employee Determination.
                  An Employee's compensation used for purposes of determining who
                  is a Key
                  Employee is the Employee's < x Form
                  W-2 Compensation > < o Code
                  §3401 Compensation > < o Code
                  §415 Safe Harbor Compensation > < o Code
                  §415 Statutory Compensation > for the Plan
                  Year.

              


      

       

      
        	 	
                12.8

              	
                Compensation
                  for Highly Compensated Employee Determination.
                  An
                  Employee's compensation sued for purposes of determining who is
                  a Highly
                  Compensated Employee is the Employee's < o Form
                  W-2 Compensation > < o Code
                  §3401 Compensation > < o Code
                  §415 Safe Harbor Compensation > < x Code
                  §415 Statutory Compensation > for the Plan
                  Year.

              


      

       

      
        	 	
                12.9

              	
                Compensation
                  for Top Heavy Allocation Purposes.
                  An
                  Employee's compensation used for purposes of determining Top Heavy
                  allocations is the Employee's < x Form
                  W-2 Compensation > < o Code
                  §3401 Compensation > < o Code
                  §415 Safe Harbor Compensation > < o Code
                  §415 Statutory Compensation > for the Plan
                  Year.

              


      

       

      
        	 	
                12.10

              	
                Compensation
                  for Code §415 Limitation Determination.
                  An
                  Employee's compensation used for purposes of determining his or
                  her Annual
                  Addition limitation is the Employee's < x Form
                  W-2 Compensation > < o Code
                  §3401 Compensation > < o Code
                  §415 Safe Harbor Compensation > < o Code
                  §415 Statutory Compensation > for the Limitation
                  Year.

              


      

       

      
        	 	
                12.11

              	
                Deemed
                  Code §125 Compensation.
                  Code §415(c)(3) Compensation does < o not
                  > include Deemed Code §125
                  Compensation.

              


      

       

      Section
        13. x Allocation
        of Forfeitures

       

      
        	 	
                13.1

              	
                x Matching
                  contributions. Forfeitures
                  of Matching Contributions which are not used to pay administrative
                  expenses as permitted under Section 3.4 of the Basic Plan will
                  be
                  allocated (or used) as selected text
                  below.

              


      

       

      
        	 	
                (a)

              	
                Forfeitures
                  attributable to matching contributions will be: (check
                  one)

              


      

       

      
        	 	
                x

              	
                Used
                  to reduce Employer contributions as described in Section 3.4(b)
                  of the
                  Basic Plan

              


      

       

      
        	 	
                o

              	
                Added
                  to Employer contributions as described in Section 3.4(b) of the
                  Basic
                  Plan

              


      

       

      
        	 	
                o

              	
                Allocated
                  to Benefiting Participants in the manner selected in subparagraphs
                  (1)
                  through (3) below

              


      

       

      
        	 	
                (1)

              	
                Forfeitures
                  will be allocated to a Benefiting Participant's: (check
                  one)

              


      

       

      
        	 	
                o

              	
                Matching
                  Contribution Account

              


      

       

      
        	 	
                o

              	
                Non-elective
                  Contribution Account

              


      

       

      
        	 	
                (2)

              	
                Forfeitures
                  will be allocated only to those Participants who are otherwise
                  eligible
                  under Section 6.2 to receive an allocation for the Plan Year and
                  who:
                  (check
                  any that apply)

              


      

       

      
        	 	
                o

              	
                Made
                  an Elective Deferral in the current Plan
                  Year

              


      

       

      
        	 	
                o

              	
                Were
                  also Participants in the prior Plan
                  Year

              


      

       

      
        	 	
                (3)

              	
                Forfeitures
                  will be allocated on a pro-rata basis based on a Benefiting Participant's:
                  (check
                  one)

              


      

       

      
        	 	
                o

              	
                Compensation
                  for the Plan Year

              


      

       

      
        	 	
                o

              	
                Elective
                  Deferrals for the Plan Year

              


      

       

      
        	 	
                o

              	
                Matching
                  Contributions for the Plan Year

              


      

       

      
        	 	
                o

              	
                Matching
                  Contribution Account balances for the Plan
                  Year

              


      

       

      
        	 	
                (b)

              	
                A
                  Forfeiture of Matching Contributions will occur: (check
                  one)

              


      

       

      
        	 	
                x

              	
                When
                  a Participant's Vested Account balance is distributed (or after
                  5
                  consecutive Breaks in Service, if
                  earlier)

              


      

       

      
        	 	
                o

              	
                After
                  a terminated Participant incurs < o 1
                  > < o 2
                  > < o 3
                  > < o 4
                  > < o 5
                  > consecutive Breaks in Service

              


      

       

      
        	 	
                13.2

              	
                x Non-Elective
                  Contributions.
                  Forfeitures of Non-Elective Contributions which are not used to
                  pay
                  administrative expenses as permitted under Section 3.4 of the Basic
                  Plan
                  will be allocated (or used) as selected
                  below.

              


      

       

      
        	 	
                (a)

              	
                Forfeitures
                  will be: (check
                  one) 

              


      

       

      
        	 	
                x

              	
                Used
                  to reduce Employer contributions as described in Section 3.4(a)
                  of the
                  Basic Plan

              


      

       

      
        
          
          

        

        
          Page
            29

          
            

          

        

        
          
          

        

      

       

      
        	 	
                o

              	
                Added
                  to Employer contributions as described in Section 3.4(a) of the
                  Basic
                  Plan

              


      

       

      
        	 	
                o

              	
                Allocated
                  to Benefiting Participants in the manner selected in subparagraphs
                  (1)
                  through (3) below

              


      

       

      
        	 	
                (1)

              	
                Forfeitures
                  will be allocated to a Benefiting Participant's: (check
                  one)

              


      

       

      
        	 	
                
                  o

                

              	
                Non-Elective
                  Contribution Account

              


      

       

      
        	 	
                
                  o

                

              	
                Matching
                  Contribution Account

              


      

       

      
        	 	
                (2)

              	
                Forfeitures
                  will be allocated only to those Participants who are otherwise
                  eligible
                  under Section 7.3 to receive an allocation for the Plan Year and
                  who:
                  (check
                  any that apply)

              


      

       

      
        	 	
                
                  o

                

              	
                Made
                  an Elective Deferral in the current Plan
                  Year

              


      

       

      
        	 	
                
                  o

                

              	
                Were
                  also Participants in the prior Plan
                  Year

              


      

       

      
        	 	
                (3)

              	
                Forfeitures
                  will be allocated on a pro-rata basis based on a Benefiting Participant's:
                  (check
                  one)

              


      

       

      
        	 	
                
                  o

                

              	
                Compensation
                  for the Plan Year

              


      

       

      
        	 	
                
                  o

                

              	
                Elective
                  Deferrals for the Plan Year

              


      

       

      
        	 	
                
                  o

                

              	
                Non-Elective
                  Contribution for the Plan Year

              


      

       

      
        	 	
                
                  o

                

              	
                Non-Elective
                  Contribution Account balance for the Plan
                  Year

              


      

       

      
        	 	
                (b)

              	
                A
                  Forfeiture of Non-Elective Contributions will occur (check
                  one)

              


      

       

      
        	 	
                x

              	
                When
                  a Participant's Vested Account balance is distributed (or after
                  5
                  consecutive Breaks in Service, if
                  earlier)

              


      

       

      
        	 	
                
                  o

                

              	
                After
                  a terminated Participant incurs < o 1
                  > < o 2
                  > < o 3
                  > < o 4
                  > < o5
                  > consecutive Breaks in Service

              


      

       

      Section
        14. Allocation
        of Earnings and Losses 

       

      
        	 	
                14.1

              	
                Elective
                  Deferral Accounts. Investment
                  earnings and losses on non-segregated Elective Deferral Accounts
                  will be
                  allocated in accordance Section 3.3 of the Basic Plan and with
                  the
                  provisions selected below.

              


      

       

      
        	 	
                (a)

              	
                Earnings
                  and losses will be allocated (check
                  one)

              


      

       

      
        	 	
                o

              	
                1)
                  On
                  a daily valuation basis as determined by the
                  administrator

              


      

       

      
        	 	
                x

              	
                2)
                  On
                  a time weighted basis as determined by the
                  administrator

              


      

       

      
        	 	
                o

              	
                3)
                  On
                  the beginning Account balance unadjusted for any contributions
                  and
                  withdrawals since the prior Valuation
                  Date

              


      

       

      
        	 	
                o

              	
                4)
                  On
                  the beginning balance adjusted for contributions and withdrawals
                  since the
                  prior Valuation Date

              


      

       

      
        	 	
                (b)

              	
                If
                  (a)(4) is selected, the adjustment for contributions and withdrawals
                  is:

              


      

       

      
        	
                Adjustment
                  for Contributions (check
                  one)

              	
                Adjustment
                  for Withdrawals (check
                  one)

              
	
                o  No
                  adjustment

              	
                o  No
                  adjustment

              
	
                o  50%
                  of contributions

              	
                o  50%
                  of contributions

              
	
                o  100%
                  of contributions

              	
                o  100%
                  of contributions

              


      

      


      
        	 	
                14.2

              	
                
                  x Matching
                    Contribution Accounts. Investment
                    earnings and losses on non-segregated Matching Contribution Accounts
                    will
                    be allocated in accordance with the provisions
                    below.

                

              


      

       

      
        	 	
                (a)

              	
                Earnings
                  and losses will be allocated. (check
                  one)

              


      

       

      
        	 	
                o

              	
                1)
                  On
                  a daily valuation basis as determined by the
                  administrator

              


      

       

      
        	 	
                x

              	
                2)
                  On
                  a time weighted basis as determined by the
                  administrator

              


      

       

      
        
          
          

        

        
          Page
            30

          
            

          

        

        
          
          

        

      

       

      
        	 	
                o

              	
                3)
                  On
                  the beginning Account balance unadjusted for any contributions
                  and
                  withdrawals since the prior Valuation
                  Date

              


      

       

      
        	 	
                
                  o

                

              	
                4)
                  On
                  the beginning balance adjusted for contributions and withdrawals
                  since the
                  prior Valuation Date

              


      

       

      
        	 	
                (b)

              	
                If
                  (a)(4) is selected, the adjustment for contributions and withdrawals
                  is:
                  (check
                  one)

              


      

       

      
        	
                Adjustment
                  for Contributions (check
                  one)

              	
                Adjustment
                  for Withdrawals (check
                  one)

              
	
                o  No
                  adjustment

              	
                o  No
                  adjustment

              
	
                o  50%
                  of contributions

              	
                
                  o  50%
                    of contributions

                

              
	
                o  100%
                  of contributions

              	
                o  100%
                  of contributions

              


      

      


      
        	 	
                14.3

              	
                
                  x Non-Elective
                    Contribution Accounts. Investment
                    earnings and losses on non-segregated Non-Elective Contribution
                    Accounts
                    will be allocated in accordance with the provisions selected
                    below.

                

              


      

       

      
        	 	
                (a)

              	
                Earnings
                  and losses will be allocated (check
                  one)

              


      

       

      
        	 	
                o

              	
                1)
                  On
                  a daily valuation basis as determined by the
                  administrator

              


      

       

      
        	 	
                
                  x

                

              	
                2)
                  On
                  a time weighted basis as determined by the
                  administrator

              


      

       

      
        	 	
                o

              	
                3)
                  On
                  the beginning Account balance unadjusted for any contributions
                  and
                  withdrawals since the prior Valuation
                  Date

              


      

       

      
        	 	
                o

              	
                4)
                  On
                  the beginning balance adjusted for contributions and withdrawals
                  since the
                  prior Valuation Date

              


      

       

      
        	 	
                (b)

              	
                If
                  (a)(4) is selected, the adjustment for contributions and withdrawals
                  is:
                  (check
                  one)

              


      

       

      
        	
                Adjustment
                  for Contributions (check
                  one)

              	
                Adjustment
                  for Withdrawals (check
                  one)

              
	
                o  No
                  adjustment

              	
                o  No
                  adjustment

              
	
                o  50%
                  of contributions

              	
                o  50%
                  of contributions

              
	
                o  100%
                  of contributions

              	
                o  100%
                  of contributions

              


      

      


      
        	 	
                14.4

              	
                
                  
                    x Rollover
                      Contributions. Investment
                      earnings and losses on non-segregated Rollover Accounts will
                      be allocated
                      in accordance with the provisions selected
                      below.

                  

                

              


      

       

      
        	 	
                (a)

              	
                Earnings
                  and losses will be allocated (check
                  one)

              


      

       

      
        	 	
                
                  o

                

              	
                1)
                  On
                  a daily valuation basis as determined by the
                  administrator

              


      

       

      
        	 	
                
                  
                    x

                  

                

              	
                2)
                  On
                  a time weighted basis as determined by the
                  administrator

              


      

       

      
        	 	
                
                  o

                

              	
                3)
                  On
                  the beginning Account balance unadjusted for any contributions
                  and
                  withdrawals since the prior Valuation
                  Date

              


      

       

      
        	 	
                
                  o

                

              	
                4)
                  On
                  the beginning balance adjusted for contributions and withdrawals
                  since the
                  prior Valuation Date

              


      

       

      
        	 	
                (b)

              	
                If
                  (a)(3) is selected, the adjustment for contributions and withdrawals
                  is:
                  (check
                  one)

              


      

       

      
        	
                Adjustment
                  for Contributions (check
                  one)

              	
                Adjustment
                  for Withdrawals (check
                  one)

              
	
                
                  o  No
                    adjustment

                

              	
                o  No
                  adjustment

              
	
                o  50%
                  of contributions

              	
                o  50%
                  of contributions

              
	
                o  100%
                  of contributions

              	
                o  100%
                  of contributions

              


      

      


      
        	 	
                14.5

              	
                o Voluntary
                  Employee Contributions. Investment
                  earnings and losses on non-segregated Voluntary Employee Contribution
                  Accounts will be allocated in accordance with the provisions
                  below.

              


      

       

      
        	 	
                (a)

              	
                Earnings
                  and losses will be allocated (check
                  one)

              


      

       

      
        	 	
                o

              	
                1)
                  On
                  a daily valuation basis as determined by the
                  administrator

              


      

       

      
        	 	
                o

              	
                2)
                  On
                  a time weighted basis as determined by the
                  administrator

              


      

       

      
        	 	
                o

              	
                3)
                  On
                  the beginning Account balance unadjusted for any contributions
                  and
                  withdrawals since the prior Valuation
                  Date

              


      

       

      
        	 	
                o

              	
                4)
                  On
                  the beginning balance adjusted for contributions and withdrawals
                  since the
                  prior Valuation Date

              


      

       

      
        	 	
                (b)

              	
                If
                  (a)(3) is selected, the adjustment for contributions and withdrawals
                  is:
                  (check
                  one)

              


      

       

      
        
          
          

        

        
          Page
            31

          
            

          

        

        
          
          

        

      

       

      
        	
                Adjustment
                  for Contributions (check
                  one)

              	
                Adjustment
                  for Withdrawals (check
                  one)

              
	
                o  No
                  adjustment

              	
                o  No
                  adjustment

              
	
                o  50%
                  of contributions

              	
                o  50%
                  of contributions

              
	
                o  100%
                  of contributions

              	
                o  100%
                  of contributions

              


      

      


      
        	 	
                14.6

              	
                o Mandatory
                  Employee Contributions. Investment
                  earnings and losses on non-segregated Mandatory Employee Contribution
                  Accounts will be allocated in accordance with the provisions
                  below.

              


      

       

      
        	 	
                (a)

              	
                Earnings
                  and losses will be allocated (check
                  one)

              


      

       

      
        	 	
                o

              	
                1)
                  On
                  a daily valuation basis as determined by the
                  administrator

              


      

       

      
        	 	
                o

              	
                2)
                  On
                  a time weighted basis as determined by the
                  administrator

              


      

       

      
        	 	
                o

              	
                3)
                  On
                  the beginning Account balance unadjusted for any contributions
                  and
                  withdrawals since the prior Valuation
                  Date

              


      

       

      
        	 	
                o

              	
                4)
                  On
                  the beginning balance adjusted for contributions and withdrawals
                  since the
                  prior Valuation Date

              


      

       

      
        	 	
                (b)

              	
                If
                  (a)(3) is selected, the adjustment for contributions and withdrawals
                  is:
                  (check
                  one)

              


      

       

      
        	
                Adjustment
                  for Contributions (check
                  one)

              	
                Adjustment
                  for Withdrawals (check
                  one)

              
	
                o  No
                  adjustment

              	
                o  No
                  adjustment

              
	
                o  50%
                  of contributions

              	
                o  50%
                  of contributions

              
	
                o  100%
                  of contributions

              	
                o  100%
                  of contributions

              


      

      


      
        	 	
                14.7

              	
                o Prevailing
                  Wage Contributions. Investment
                  earnings and losses on non-segregated Prevailing Wage Contribution
                  Accounts will be allocated in accordance with the provisions
                  below.

              


      

       

      
        	 	
                (a)

              	
                Earnings
                  and losses will be allocated (check
                  one)

              


      

       

      
        	 	
                o

              	
                1)
                  On
                  a daily valuation basis as determined by the
                  administrator

              


      

       

      
        	 	
                o

              	
                2)
                  On
                  a time weighted basis as determined by the
                  administrator

              


      

       

      
        	 	
                o

              	
                3)
                  On
                  the beginning Account balance unadjusted for any contributions
                  and
                  withdrawals since the prior Valuation
                  Date

              


      

       

      
        	 	
                o

              	
                4)
                  On
                  the beginning balance adjusted for contributions and withdrawals
                  since the
                  prior Valuation Date

              


      

       

      
        	 	
                (b)

              	
                If
                  (a)(3) is selected, the adjustment for contributions and withdrawals
                  is:
                  (check
                  one)

              


      

       

      
        	
                Adjustment
                  for Contributions (check
                  one)

              	
                Adjustment
                  for Withdrawals (check
                  one)

              
	
                o  No
                  adjustment

              	
                o  No
                  adjustment

              
	
                o  50%
                  of contributions

              	
                o  50%
                  of contributions

              
	
                o  100%
                  of contributions

              	
                o  100%
                  of contributions

              


      

      


      Section
        15. Normal
        and Early Retirement Age 

       

      
        	 	
                15.1

              	
                Normal
                  Retirement Age. The
                  Plan's Normal Retirement Age is Age  65
                   (max.
                  65) o or
                  the __________ (max.
                  5th) anniversary
                  of becoming a Participant, if
                  later.

              


      

       

      
        	 	
                15.2

              	
                Normal
                  Retirement Date. The
                  Plan's Normal Retirement Date is as indicated below. (check
                  one)

              


      

       

      
        	 	
                o

              	
                The
                  Anniversary Date < o following
                  > < o nearest
                  > the date a Participant reaches Normal Retirement
                  Age

              


      

       

      
        	 	
                o

              	
                The
                  first day of the month < o following
                  > < o nearest
                  > the date a Participant reaches Normal Retirement Age
                  

              


      

       

      
        	 	
                
                  x

                

              	
                The
                  same date a Participant reaches Normal Retirement
                  Age

              


      

       

      
        	 	
                15.3

              	
                o Early
                  Retirement Age. Early
                  Retirement is permitted, and the Plan's Early Retirement Age is
                  Age _____
                  (max.
                  64) o or
                  the completion of __________ Years/Periods of Service, if
                  later.

              


      

       

      
        	 	
                15.4

              	
                o Early
                  Retirement Date. The
                  Early Retirement Date is as indicated below. (check
                  one)

              


      

       

      
        	 	
                o

              	
                Any
                  Anniversary Date after a Participant reaches Early Retirement
                  Age

              


      

       

      
        
          
          

        

        
          Page
            32

          
            

          

        

        
          
          

        

      

       

      
        	 	
                
                  o

                

              	
                The
                  first day of any month after a Participant reaches Early Retirement
                  Age

              


      

       

      
        	 	
                
                  o

                

              	
                Any
                  date after a Participant reaches Early Retirement
                  Age

              


      

       

      Section
        16. Distribution
        Provisions 

       

      
        	 	
                16.1

              	
                Distribution
                  for Reasons Other Than Death. The
                  benefit payable to a Participant who terminates employment with
                  the
                  Employer for reasons other than death will be distributed in the
                  manner
                  indicated below.

              


      

       

      
        	 	
                (a)

              	
                The
                  Normal Form of Distribution is (check
                  one normal form and each applicable optional form, if
                  any)

              


      

       

      
        	 	
                (1)

              	
                
                  x A
                    lump sum payment.o Optional
                    Forms of Distribution are:

                

              


      

       

      
        	 	
                
                  o

                

              	
                Installment
                  payments

              


      

       

      
        	 	
                
                  o

                

              	
                Partial
                  payments as requested from time to time by the
                  Participant

              


      

       

      
        	 	
                
                  o

                

              	
                Any
                  form of annuity which can be purchased from an insurance company
                  (subject
                  to the QJSA rules)

              


      

       

      
        	 	
                (2)

              	
                
                  o Installment
                    payments. o Optional
                    Forms of Distribution are:

                

              


      

       

      
        	 	
                
                  o

                

              	
                A
                  lump sum payment

              


      

       

      
        	 	
                
                  o

                

              	
                Partial
                  payments as requested from time to time by the
                  Participant

              


      

       

      
        	 	
                
                  o

                

              	
                Any
                  form of annuity which can be purchased from an insurance company
                  (subject
                  to the QJSA rules)

              


      

       

      
        	 	
                (3)

              	
                
                  o A
                    Qualified Joint and Survivor Annuity.o Optional
                    Forms of Distribution are:

                

              


      

       

      
        	 	
                
                  o

                

              	
                A
                  lump sum payment

              


      

       

      
        	 	
                
                  o

                

              	
                Installment
                  payments

              


      

       

      
        	 	
                
                  o

                

              	
                Partial
                  payments as requested from time to time by the
                  Participant

              


      

       

      
        	 	
                
                  o

                

              	
                Any
                  other form of annuity which can be purchased from an insurance
                  company

              


      

       

      
        	 	
                (b)

              	
                Distribution
                  will be made to a Participant who terminates employment because
                  of
                  retirement on or after the Normal Retirement Date in accordance
                  with
                  Section 5.1 of the Basic Plan. Distribution will be made to a Participant
                  who terminates employment because of his or her Disability as indicated
                  below. (check
                  one)

              


      

       

      
        	 	
                
                  o

                

              	
                Distribution
                  will be made within an administratively reasonable time after termination
                  of employment. 

              


      

       

      
        	 	
                
                  x

                

              	
                Distribution
                  will not be made until the time of distribution selected in Section
                  16.1(c) below.

              


      

       

      
        	 	
                (c)

              	
                Distribution
                  will be made to a Participant who terminates employment for reasons
                  other
                  than retirement, death or Disability within an administratively
                  reasonable
                  time after (check
                  one)

              


      

       

      
        	 	
                
                  o

                

              	
                The
                  Participant has a 1-year Break in
                  Service

              


      

       

      
        	 	
                
                  o

                

              	
                The
                  Participant has _____
                  (max. 5)
                  consecutive
                  1-year Breaks in Service

              


      

       

      
        	 	
                
                  o

                

              	
                The
                  end of the Plan Year in which the Participant terminates
                  employment

              


      

       

      
        	 	
                
                  o

                

              	
                The
                  Participant terminates employment

              


      

       

      
        	 	
                
                  o

                

              	
                The
                  Participant terminates employment, but not more than ______
                  days after
                  termination of employment

              


      

       

      
        	 	
                
                  o

                

              	
                The
                  Participant terminates employment, but not earlier than ______
                  days after
                  termination of employment

              


      

       

      
        	 	
                
                  o

                

              	
                The
                  next valuation date of the Plan

              


      

       

      
        	 	
                
                  o

                

              	
                The
                  Participant requests payment

              


      

       

      
        	 	
                
                  o

                

              	
                The
                  date the Participant reaches his or her Normal (or Early) Retirement
                  Age
                  under the Plan

              


      

       

      
        	 	
                16.2

              	
                Distribution
                  Upon Death. Subject
                  to Section 5.2 of the Basic Plan, if Section 16.1(a)(3) is checked,
                  any
                  death benefit payable to the surviving Spouse of a deceased Participant
                  will be distributed as a Qualified Pre-Retirement Survivor Annuity
                  unless
                  the Spouse waives the QPSA per Section 5.8 of the Basic Plan. Any
                  death
                  benefit payable to a non-Spouse Beneficiary (or any death benefit
                  payable
                  to a surviving Spouse who waives the QPSA) will be paid in the
                  form of
                  distribution indicated below. If Section 16.1(a)(3) is not checked,
                  the
                  death benefit payable to a Beneficiary will be distributed as indicated
                  below: (check
                  all that apply)

              


      

      
         

        
          	 	
                  
                    x

                  

                	
                  In
                    a lump sum payment

                


        

         

      

      
        
          
          

        

        
          Page
            33

          
            

          

        

        
          
          

        

      

       

      
        	 	
                
                  o

                

              	
                In
                  installment payments (if elected by the
                  Beneficiary)

              


      

       

      
        	 	
                
                  o

                

              	
                In
                  partial payments as requested from time to time by the
                  Beneficiary

              


      

       

      
        	 	
                16.3

              	
                
                  o Protected
                    Benefits. The
                    forms of distribution set forth in the "Protected Benefits Addendum"
                    are
                    also permitted.

                

              


      

       

      
        	 	
                16.4

              	
                
                  x Mandatory
                    Cash-Outs. Subject
                    to Section 5.5 of the Basic Plan, the Administrator will distribute
                    the
                    Vested Aggregate Account balance of a terminated Participant
                    without his
                    or her consent based on the thresh-hold indicated
                    below.

                

              


      

       

      
        	 	
                (a)

              	
                Cash-Out
                  Threshold. The
                  dollar threshold for mandatory cash-outs is (check
                  one)

              


      

       

      
        	 	
                
                  o

                

              	
                $5,000
                  < o including
                  > < o excluding
                  > Rollover Contributions 

              


      

       

      
        	 	
                
                  x

                

              	
                $1,000
                  including Rollover Contributions

              


      

       

      
        	
              	
                o

              	
                $________  (less
                  than $5,000 but more than $1,000) <
                  o including
                  > < o excluding
                  > Rollover Contributions

              


      

       

      
        	
              	
                o

              	
                $________  (less
                  than $1,000) including
                  Rollover Contributions

              


      

       

      
        	 	
                (b)

              	
                
                  o Use
                    of Rollover Contributions. If
                    Rollover Contributions are excluded in paragraph (a) above, the
                    election
                    applies to distributions made on or after  _       
                     (the
                    date cannot be earlier than January 1, 2002) with
                    respect to Participants who separated from service on or
                    after _______ (the
                    date can be earlier than January 1,
                    2002).

                

              


      

       

      
        	 	
                16.5

              	
                
                  o In-Service
                    Distributions. Subject
                    to Section 4.2 of the Basic Plan, a Participant who has reached
                    Normal
                    Retirement Age and who has not terminated employment can nevertheless
                    withdraw all or any portion of his or her Vested Aggregate Account;
                    and osubject
                    to Section 5.17 of the Basic Plan, a Participant who has not
                    reached
                    Normal (or Early) Retirement Age and has not terminated employment
                    can
                    withdraw all or a portion of the Vested Interest in the Accounts
                    indicated
                    below.

                

              


      

       

      
        	 	
                (a)

              	
                Elective
                  Deferral, QMAC/QNEC Accounts and ADP Safe Harbor Contribution Accounts.
                  A
                  Participant who has reached Age _____
                  (at least
                  591⁄2) can
                  withdraw all or a portion of his or her: (check
                  all that apply)

              


      

       

      
        	 	
                
                  o

                

              	
                Elective
                  Deferral Account

              


      

       

      
        	 	
                
                  o

                

              	
                Qualified
                  Matching Contribution Account

              


      

       

      
        	 	
                
                  o

                

              	
                Qualified
                  Non-Elective Contribution Account

              


      

       

      
        	 	
                
                  o

                

              	
                ADP
                  Safe Harbor Contribution Account

              


      

       

      
        	 	
                (b)

              	
                Non-Safe
                  Harbor Matching Contribution Accounts, Non-Safe Harbor Non-Elective
                  Contribution Accounts and ACP Safe Harbor Contribution Accounts.
                  A
                  Participant who has satisfied the conditions indicated in paragraph
                  (c)
                  below can withdraw all or a portion of his or her: (check
                  all that apply)

              


      

       

      
        	 	
                
                  o

                

              	
                Vested
                  Non-Safe Harbor Matching Contribution
                  Account

              


      

       

      
        	 	
                
                  o

                

              	
                Vested
                  Non-Safe Harbor Non-Elective Contribution
                  Account

              


      

       

      
        	 	
                
                  o

                

              	
                Vested
                  ACP Safe Harbor Contribution
                  Account

              


      

       

      
        	 	
                (c)

              	
                Conditions
                  for Withdrawals Under Paragraph (b) Above. A
                  Participant must satisfy the conditions indicated below in order
                  to make a
                  withdrawal under paragraph (b) above. (check
                  all that apply)

              


      

       

      
        	 	
                
                  o

                

              	
                The
                  Participant must have a 100% Vested Interest in the
                  account

              


      

       

      
        	 	
                
                  o

                

              	
                The
                  Participant must have reached Age
                  ________________

              


      

       

      
        	 	
                
                  o

                

              	
                The
                  Participant must have been a Participant for at least 5
                  years

              


      

       

      
        	 	
                
                  o

                

              	
                The
                  amount being distributed must have accumulated in the account for
                  at least
                  2 years

              


      

       

      
        	 	
                16.6

              	
                
                  x Financial
                    Hardship Distributions. Subject
                    to Section 5.16 of the Basic Plan, a Participant < x who
                    is still an Employee > may withdraw up to the amount indicated below
                    because of a financial hardship. (check
                    any that apply)

                

              


      

       

      
        	 	
                x

              	
                Elective
                  Deferrals. Up
                  to  100
                   %
                  (max.
                  100%) of
                  his or her Elective Deferrals

              


      

       

      
        
          
          

        

        
          Page
            34

          
            

          

        

        
          
          

        

      

       

      
        	 	
                
                  o

                

              	
                Matching
                  Contributions. Up
                  to _____
                  % (max.
                  100%) of
                  his or her Vested Non-Safe Harbor Matching
                  Contributions

              


      

       

      
        	 	
                
                  o

                

              	
                Non-Elective
                  Contributions. Up
                  to _____
                  % (max.
                  100%) of
                  his or her Vested Non-Safe Harbor Non-Elective
                  Contributions

              


      

       

      
        	 	
                16.7

              	
                Required
                  Beginning Date. Subject
                  to the terms of Section 1.104 of the Basic Plan, the Required Beginning
                  Date for Participants who are not 5% owners is < x the
                  later of Age 701⁄2 or actual retirement > < o Age
                  701⁄2 >.

              


      

       

      
        	 	
                16.8

              	
                
                  
                    o Definition
                      of Spouse. For
                      purposes of the Plan, a Spouse is the person to whom a Participant
                      is
                      legally married throughout the one year period ending on the
                      earlier of
                      the Annuity Starting Date or the date of the Participant's
                      death.

                  

                

              


      

       

      
        	 	
                16.9

              	
                
                  x QDRO
                    Distributions. Benefits
                    payable pursuant to a Qualified Domestic Relations Order can
                    be
                    distributed even if the affected Participant has not yet reached
                    the
                    Earliest Retirement Age (as defined in Section 8.10 of the Basic
                    Plan).

                

              


      

       

      
        	 	
                16.10

              	
                x Buy-Back
                  Requirements. If
                  a terminated Participant who received a distribution of his or
                  her Vested
                  Interest returns as an Employee before the end of five consecutive
                  Breaks
                  in Service (or Periods of Severance, if elapsed time) measured
                  from the
                  day immediately after the date of his or her distribution (or measured
                  from the date employment terminated in the case of a Participant
                  who had
                  no Vested interest in his or her Account), the non-Vested Account
                  balance
                  (determined as of the date of the distribution of the Vested Interest,
                  unadjusted by subsequent gains and losses, or in the case of a
                  Participant
                  who had no Vested interest, determined as of the date his or her
                  employment terminated) will be restored as
                  follows:

              


      

       

      
        	 	
                
                  o

                

              	
                The
                  Participant must repay the full amount of the distribution attributable
                  to
                  Employer contributions before the earlier of five years after the
                  first
                  date on which he or she is re-employed by the Employer or the date
                  on
                  which the Participant incurs five consecutive Breaks in Service
                  (or
                  Periods of Severance) following the date of
                  distribution.

              


      

       

      
        	 	
                
                  x

                

              	
                The
                  Account will be restored first out of Forfeitures for the Plan
                  Year and,
                  if Forfeitures are insufficient to restore the Account, the Employer
                  will
                  make a special contribution to the Plan to the extent necessary
                  to restore
                  the Account.

              


      

       

      
        	 	
                16.11

              	
                Definition
                  of Disability. For
                  purposes of the Plan, a Participant will be considered to have
                  suffered a
                  Disability as indicated below.

              


      

       

      
        	 	
                (a)

              	
                General
                  Definition. A
                  Participant will be considered to have suffered a Disability for
                  purposes
                  of the Plan if the Participant suffers a mental or physical impairment
                  which (check
                  one)

              


      

       

      
        	 	
                
                  o

                

              	
                Totally
                  and permanently prevents the Participant from engaging in any occupation
                  for remuneration or profit.

              


      

       

      
        	 	
                
                  o

                

              	
                Totally
                  and permanently prevents the Participant from performing his or
                  her
                  specified duties for the Employer 

              


      

       

      
        	 	
                
                  x

                

              	
                Qualifies
                  the Participant for disability benefits under the Social Security
                  Act in
                  effect on the date the Participant suffers the mental or physical
                  impairment, in the opinion of the Social Security
                  Administration.

              


      

       

      
        	 	
                
                  o

                

              	
                Qualifies
                  the Participant for benefits under an Employer-sponsored long-term
                  disability plan which is administered by an independent third party,
                  in
                  the opinion of the insurance
                  company.

              


      

       

      
        	 	
                (b)

              	
                
                  o Exceptions.
                    Notwithstanding
                    (a) above, a Participant will not be considered to have suffered
                    a
                    Disability for purposes of the Plan if the mental or physical
                    impairment
                    is the result of (check
                    any that apply)

                

              


      

       

      
        	 	
                
                  o

                

              	
                The
                  use of illegal drugs or intoxicants

              


      

       

      
        	 	
                
                  o

                

              	
                An
                  intentionally self-inflicted injury or
                  sickness

              


      

       

      
        	 	
                
                  o

                

              	
                An
                  injury suffered as a result of an unlawful or criminal act by the
                  Participant

              


      

       

      
        
          
          

        

        
          Page
            35

          
            

          

        

        
          
          

        

      

       

      Section
        17. x Insurance,
        Loans and Directed Investments 

       

      
        	 	
                17.1

              	
                
                  o Purchase
                    of Insurance. Subject
                    to Section 7.2 of the Basic Plan, insurance Policies can be purchased
                    on
                    the life of a Participant at the direction of < o the
                    Administrator > < o the
                    Participant >.

                

              


      

       

      
        	 	
                17.2

              	
                
                  x Loans
                    to Participants. Subject
                    to Section 7.1 of the Basic Plan and a written procedure established
                    by
                    the Employer, loans can be made to Participants from the
                    Plan.

                

              


      

       

      
        	 	
                17.3

              	
                
                  x Directed
                    Investment Accounts. Subject
                    to Section 7.4 of the Basic Plan and a written procedure established
                    by
                    the Employer, Participants can direct the investment of one or
                    more of the
                    accounts maintained on their behalf under the
                    Plan.

                

              


      

       

      Section
        18. x Highly
        Compensated Employee Elections 

       

      
        	 	
                18.1

              	
                o Calendar
                  Year Election. The
                  calendar year election is being made for the purpose of determining
                  who is
                  an HCE. o The
                  election is effective ________.
                  o The
                  election is rescinded effective ________.

              


      

       

      
        	 	
                18.2

              	
                
                  x Top
                    Paid Group Election. The
                    top paid group election is being made for the purpose of determining
                    who
                    is an HCE. o The
                    election is effective ________.
                    o The
                    election is rescinded effective ________.

                

              


      

       

      Section
        19. Top
        Heavy Allocations 

       

      
        	 	
                19.1

              	
                Who
                  Receives the Allocation. Subject
                  to Section 3.5 of the Basic Plan, a Top Heavy Allocation will be
                  made in
                  each Top Heavy Plan Year to each Participant who is employed on
                  the last
                  day of the Plan Year < o and
                  is a Non-Key Employee >.

              


      

       

      
        	 	
                19.2

              	
                Top
                  Heavy Ratio. In
                  determining the Top Heavy Ratio, the interest and mortality factors
                  set
                  forth in Section 1.117(e) of the Basic Plan will be used o except
                  as indicated below. (check
                  any that apply)

              


      

       

      
        	 	
                o

              	
                _____% interest
                  will be used prior to reaching Normal Retirement
                  Age.

              


      

       

      
        	 	
                o

              	
                _____% interest
                  will be used after reaching Normal Retirement
                  Age.

              


      

       

      
        	
              	o	
                The
                  _______________
                  mortality table will be used after reaching Normal Retirement
                  Age.

              


      

       

      
        	 	
                19.3

              	
                Participation
                  in Multiple Plans. An
                  eligible Participant as described in Section 19.1 above who participates
                  in this Plan and in one or more defined benefit plans or in one
                  or more
                  other defined contribution Plans that are part of a Top Heavy Required
                  Aggregation Group will receive the minimum Top Heavy benefit in
                  the manner
                  described in Section 3.5 of the Basic Plan. o

              


      

       

      Section
        20. o 401(k)
        SIMPLE Provisions

       

      
        	 	
                20.1

              	
                o Election
                  of 401(k) SIMPLE Provisions.
                  The Sponsoring Employer elects to have the 401(k) SIMPLE Provisions
                  described in Section 3.11 of the Basic Plan apply to the Plan,
                  and the
                  Employer will make the contribution indicated
                  below.

              


      

       

      
        	 	
                (a)

              	
                o SIMPLE
                  Matching Contributions. The
                  Employer will make a Matching Contribution equal to each eligible
                  employee's Elective Deferral up to a limit of < o 3%
                  > < o
                  _____% > of Compensation
                  determined without regard to Code §401(a)(17). If the percentage is less
                  than 3%, the restrictions in Section 3.11(f) of the Basic Plan
                  will
                  apply.

              


      

       

      
        	 	
                (b)

              	
                o Non-Elective
                  Contributions.
                  The Employer will make a Non-Elective Contribution equal to 2%
                  of the
                  compensation of each eligible employee who makes at least $__________
                  (max.
                  $5,000)
                  Compensation for the year.

              


      

       

      
        
          
          

        

        
          Page
            36

          
            

          

        

        
          
          

        

      

       

      
        	 	
                20.2

              	
                
                  o Revocation
                    of 401(k) SIMPLE Provisions.
                    The Sponsoring Employer revokes the 401(k) SIMPLE Provisions
                    previously
                    elected, effective as of January 1 next following the date this
                    Section
                    20.2 is signed and dated below by the Sponsoring
                    Employer.

                

              


      

       

      
        	
                By
                  _______________________ (on
                  behalf of the Employer)

              	
                 Dated
                  ____________________________

              


      

       

      Section
        21. Miscellaneous
        Provisions

       

      
        	 	
                21.1

              	
                Reliance.
                  The adopting Employer may rely on an opinion letter issued by the
                  Internal
                  Revenue Service as evidence that the plan is qualified under Code
§401
                  only to the extent provided in Revenue Procedure 2005-16. The Employer
                  may
                  not rely on teh opinion letter in certain other circumstances or
                  with
                  respect to certain qualification requirements that are specified
                  in the
                  opinion letter issued with respect to the plan and in Revenue Procedure
                  2005-16. In order to have reliance in such circumstances or with
                  respect
                  to such qualification requirements, application for a determination
                  letter
                  must be made to Employee Plans Determinations of the Internal Revenue
                  Service. This Adoption Agreement may be sue donly in conjunction
                  with
                  Basic Plan #01. The appropriateness of the adoption of this Plan
                  and the
                  terms of the Adoption Agreement, its qualification with the IRS,
                  and the
                  tax and Employee benefit consequences are the responsibility of
                  an
                  Employer and its tax and legal advisors. Failure to properly complete
                  this
                  Adoption Agreement may result in disqualification of the
                  Plan.

              


      

       

      
        	 	
                21.2

              	
                Limitation
                  Year.
                  The Limitation Year of the Plan is < x the
                  Plan Year > < o the
                  Fiscal Year which ends on or within the Plan Year > < o the
                  calendar year which ends on or within the Plan Year
                  >.

              


      

       

      
        	 	
                21.3

              	
                Multiple
                  Defined Contribution Plans.
                  If
                  a Participant (a) is or was covered under two or more current or
                  terminated plans sponsored by the same Employer (or Employers in
                  teh same
                  controlled or affiliated service group); or (b) is covered under
                  either a
                  welfare benefit fund as defined in Code §419(e), or an individual medical
                  account as defined in Code §415(l)(2) under which amounts are treated as
                  Annual Additions with respect to any Participant in this Plan,
                  Annual
                  Additions will be adjusted as
                  follows:

              


      

       

      
        	 	
                x

              	
                The
                  provisions of Article 6 of the Basic Plan will apply so the Annual
                  Additions under this Plan will be reduced
                  first.

              


      

      
        
          
             

            
              	 	
                      o

                    	The following method will be used to limit
                      a
                      Participant's total Annual Additions to satisfy the requirements
                      of
                      Article 6 of the Basic Plan, in a manner that precludes Employer
                      discretion:


            

          

          
            
              
                
                  	 	
                           

                        	
                        


                

                
                  
                    
                      
                        
                          
                            	 	
                                     

                                  	
                                  


                          

                        

                      

                    

                  

                

              

            

            
              	 	
                       

                    	
                    


            

            
              
                
                  
                    
                      
                        	 	
                                 

                              	
                              


                      

                      
                        
                          
                            
                              
                                
                                  
                                    
                                      	 	
                                               

                                            	
                                            


                                    

                                    
                                      
                                        
                                          
                                            
                                              
                                                	 	
                                                         

                                                      	
                                                      


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

           

        

      

      
        	 	
                21.4

              	
                Amendment
                  of Adoption Agreement.
                  The Sponsoring Employer can at any time change any election previously
                  amended in this Adoption Agreement (or any addendum previously
                  attached to
                  this Adoption Agreement) by (a) substituting pages with the new
                  elections
                  (or new addendum) and executing an "Amendment By Page Substitution"
                  and
                  attaching it as part of the Adoption Agreement; (b) by executing
                  an
                  "Amendment By Section Replication" in which the section or sections
                  (or
                  addendum or addendums) to be changed are reproduced with the new
                  elections
                  indicated, and attaching it as part of the Adoption Agreement;
                  or (c) by
                  executing a properly worded corporate resolution and attaching
                  it as part
                  of the Adoption Agreement.

              


      

       

      
        	 	
                21.5

              	
                Prototype
                  Sponsor Information.
                  The Prototype Sponsor certifies that it will inform the Sponsoring
                  Employer of any amendments to the Plan or of the Prototype sponsor's
                  discontinuance or abandonment of the Plan. For more information
                  about the
                  Plan, a Sponsoring Employer may contact the Prototype Sponsor (or
                  its
                  authorized representative) at the following
                  address:

              


      

       

      Prototype
        Sponsor  AccuDraft,
        Inc.        

       

      Address
         940
        Centre Circle, Suite 2020        

       

      
        	
                City
                   Altamonte
                  Sporings

              	State  FL  	ZIP Code  32714  	Phone  (407)
                774-8321 


      

       

      Section
        22. Signature
        Provisions 

       

      
        	 	
                22.1

              	
                Signature
                  of the Sponsoring Employer

              


      

       

      
        	
                By

              	
                Title

              
	
                
                  

                

              	
                
                  

                

              
	
                Print
                  Name

              	
                Date

              
	
                
                  

                

              	
                
                  

                

              


      

      


      
        	 	
                22.2

              	
                Signature
                  of the Individual Trustees (the
                  individual Trustees may sign here in lieu of executing the separate
                  trust
                  document)

              


      

       

      
        	
                Trustee
                  #1

              	 
	
                
                  

                

              	 
	
                Print
                  Name

              	
                Date

              
	
                
                  

                

              	
                
                  

                

              


      

       

      
        
          
          

        

        
          Page
            37

          
            

          

        

        
          
          

        

      

      
         

        
          	
                  Trustee
                    #2

                	 
	
                  
                    

                  

                	 
	
                  Print
                    Name

                	
                  Date

                
	
                  
                    

                  

                	
                  
                    

                  

                


        

         

      

      
        
          	
                  Trustee
                    #3

                	 
	
                  
                    

                  

                	 
	
                  Print
                    Name

                	
                  Date

                
	
                  
                    

                  

                	
                  
                    

                  

                


        

         

      

      
        
          	
                  Trustee
                    #4

                	 
	
                  
                    

                  

                	 
	
                  Print
                    Name

                	
                  Date

                
	
                  
                    

                  

                	
                  
                    

                  

                


        

        
           

          
            	
                    Trustee
                      #5

                  	 
	
                    
                      

                    

                  	 
	
                    Print
                      Name

                  	
                    Date

                  
	
                    
                      

                    

                  	
                    
                      

                    

                  


          

          
             

            
              	
                      Trustee
                        #6

                    	 
	
                      
                        

                      

                    	 
	
                      Print
                        Name

                    	
                      Date

                    
	
                      
                        

                      

                    	
                      
                        

                      

                    


            

          

        

      

      


      
        	 	
                22.3

              	
                Signature
                  of the Corporate Trustee (the
                  Corporate Trustee may sign here in lieu of executing the separate
                  trust
                  document)

              


      

      
         

        
          	
                  By

                	
                  Title

                
	
                  
                    

                  

                	
                  
                    

                  

                
	
                  Print
                    Name

                	
                  Date

                
	
                  
                    

                  

                	
                  
                    

                  

                


        

         

      

      
        	 	
                22.4

              	
                Signature
                  of the Custodian (complete
                  only if a custodian has been
                  appointed)

              


      

      
         

        
          	
                  By

                	
                  Title

                
	
                  
                    

                  

                	
                  
                    

                  

                
	
                  Print
                    Name

                	
                  Date

                
	
                  
                    

                  

                	
                  
                    

                  

                


        

         

        
          
            
            

          

          
            Page
              38

            
              

            

          

          
            
            

          

        

      

       

       

      Addendum

       

      
        	
                1.

              	
                Deferred
                  compensation or additional benefits payable other than in cash
                  and
                  exclusive of dividend equivalents; relocation expenses; tuition
                  reimbursement; separation pay; allowances (including tool, auto
                  and EMT);
                  any/all income related to the Annual Incentive Plan and/or Management
                  Incentive Plan, including any/all income related to ownership of
                  equity
                  interests; PGT product; and imputed
                  income.

              


      

       

      
        	
                2.

              	
                Deferred
                  compensation or additional benefits payable other than in cash
                  and
                  exclusive of dividend equivalents; relocation expenses; tuition
                  reimbursement; separation pay; allowances (including tool, auto
                  and EMT);
                  any/all income related to the Annual Incentive Plan and/or Management
                  Incentive Plan, including any/all income related to ownership of
                  equity
                  interests; PGT product; and imputed
                  income.

              


      

       

      
        	
                3.

              	
                Deferred
                  compensation or additional benefits payable other than in cash
                  and
                  exclusive of dividend equivalents; relocation expenses; tuition
                  reimbursement; separation pay; allowances (including tool, auto
                  and EMT);
                  any/all income related to the Annual Incentive Plan and/or Management
                  Incentive Plan, including any/all income related to ownership of
                  equity
                  interests; PGT product; and imputed
                  income.

              


      

       

       

       

       

       Page
        39

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    
 

    PGT
      Savings Plan Additional Addendum

    


    


    Section
      1.3 – Fiscal Year

    


    The
      fiscal year for PGT Industries, Inc. shall begin on the Sunday following the
      Saturday coincident with or closest to December 31 of a calendar year and ending
      on the Saturday closest to or coincident with the subsequent December
      31.

    


    
 

    Section
      16.11 – Definition of Disability

    


    If
      a Participant is party to an employment agreement with the Company, and such
      employment agreement includes a definition of "Disability," the definition
      of
      Disability as set forth in such employment agreement shall control.

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    
 

    


    
       

        
          	
                  By:

                	 	 	
                  Title:

                	 
	 	 	 	 	 
	 	 	 	 	 
	
                  Print
                    Name:

                	 	 	
                  Date:

                	 


        

      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    Addendum

     

    
      	
              1.

            	
              Deferred
                compensation or additional benefits payable other than in cash and
                exclusive of dividend equivalents; relocation expenses; tuition
                reimbursement; separation pay; allowances (including tool, auto and
                EMT);
                any/all income related to the Annual Incentive Plan and/or Management
                Incentive Plan, including any/all income related to ownership of
                equity
                interests; PGT product; and imputed
                income.

            


    

     

    
      	
              2.

            	
              Deferred
                compensation or additional benefits payable other than in cash and
                exclusive of dividend equivalents; relocation expenses; tuition
                reimbursement; separation pay; allowances (including tool, auto and
                EMT);
                any/all income related to the Annual Incentive Plan and/or Management
                Incentive Plan, including any/all income related to ownership of
                equity
                interests; PGT product; and imputed income.

               

            


    

    
      	
              3.

            	
              Deferred
                compensation or additional benefits payable other than in cash and
                exclusive of dividend equivalents; relocation expenses; tuition
                reimbursement; separation pay; allowances (including tool, auto and
                EMT);
                any/all income related to the Annual Incentive Plan and/or Management
                Incentive Plan, including any/all income related to ownership of
                equity
                interests; PGT product; and imputed
                income.