Exhibit 10.42


    EXHIBIT
      10.42

    


    TEMECULA
      VALLEY BANK

    EMPLOYEE
      STOCK OWNERSHIP PLAN

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TEMECULA
      VALLEY BANK

    EMPLOYEE
      STOCK OWNERSHIP PLAN

    


    TABLE
      OF
      CONTENTS

     

    
      
        	 	 	 
	
                ARTICLE
                  I - NAME, PURPOSE AND EFFECTIVE DATE

              	 	
                1

              
	
                1.1 Name

              	 	
                1

              
	
                1.2
                  Purpose

              	 	
                1

              
	
                1.3
                  Exclusive Benefit 

              	 	
                1

              
	
                1.4
                  Employment 

              	 	
                1

              
	
                1.5
                  Effective Date 

              	 	
                1

              
	
                ARTICLE
                  II - DEFINITIONS 

              	 	
                1

              
	
                2.1
                  Account 

              	 	
                1

              
	
                2.2
                  Administrative Committee 

              	 	
                2

              
	
                2.3
                  Affiliated Employer 

              	 	
                2

              
	
                2.4
                  Alternate Payee 

              	 	
                2

              
	
                2.5
                  Aggregation Group 

              	 	
                2

              
	
                2.6
                  Annual Addition 

              	 	
                3

              
	
                2.7
                  Associated Company 

              	 	
                3

              
	
                2.8
                  Beneficiary 

              	 	
                3

              
	
                2.9
                  Board 

              	 	
                3

              
	
                2.10
                  Break In Service 

              	 	
                3

              
	
                2.11
                  Code 

              	 	
                3

              
	
                2.12
                  Company 

              	 	
                3

              
	
                2.13
                  Company Stock 

              	 	
                3

              
	
                2.14
                  Compensation 

              	 	
                4

              
	
                2.15
                  Contribution 

              	 	
                4

              
	
                2.16
                  Date Of Reemployment 

              	 	
                4

              
	
                2.17
                  Determination Date 

              	 	
                4

              
	
                2.18
                  Disability 

              	 	
                4

              
	
                2.19
                  Direct Rollover 

              	 	
                4

              
	
                2.20
                  Distributee 

              	 	
                4

              
	
                2.21
                  Eligible Employee 

              	 	
                4

              
	
                2.22
                  Eligible Participant 

              	 	
                5

              
	
                2.23
                  Eligible Retirement Plan 

              	 	
                5

              
	
                2.24
                  Eligible Rollover Distribution 

              	 	
                5

              
	
                2.25
                  Eligibility Computation Period 

              	 	
                5

              
	
                2.26
                  Employee 

              	 	
                5

              
	
                2.27
                  Employer 

              	 	
                5

              
	
                2.28
                  Employment Commencement Date 

              	 	
                6

              
	
                2.29
                  Entry Date 

              	 	
                6

              
	
                2.30
                  ERISA 

              	 	
                6

              
	
                2.31
                  Forfeiture 

              	 	
                6

              
	
                2.32
                  Highly Compensated Employee 

              	 	
                6

              
	
                2.33
                  Hour Of Service 

              	 	
                7

              
	
                2.34
                  Inactive Participant 

              	 	
                7

              
	
                2.35
                  Key Employee 

              	 	
                7

              
	
                2.36
                  Leased Employee 

              	 	
                7

              
	
                2.37
                  Limitation Account 

              	 	
                8

              
	
                2.38
                  Limitation Year 

              	 	
                8

              
	
                2.39
                  Non-Key Employee 

              	 	
                8

              
	
                2.40
                  Normal Retirement Age 

              	 	
                8

              
	
                2.41
                  Owner 

              	 	
                8

              
	
                2.42
                  Participant 

              	 	
                8

              
	
                2.43
                  Permissive Aggregation Group 

              	 	
                8

              
	
                2.44
                  Plan 

              	 	
                8

              
	
                2.45
                  Plan Administrator 

              	 	
                8

              
	
                2.46
                  Plan And Trust Document 

              	 	
                8

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
                2.47
                  Plan Year 

              	 	
                8

              
	
                2.48
                  Qualified Domestic Relations Order (QDRO) 

              	 	
                8

              
	
                2.49
                  Qualified Participant 

              	 	
                9

              
	
                2.50
                  Qualified Election Period 

              	 	
                9

              
	
                2.51
                  Required Aggregation Group 

              	 	
                9

              
	
                2.52
                  Service 

              	 	
                9

              
	
                2.53
                  Termination Of Employment 

              	 	
                9

              
	
                2.54
                  Top-Heavy Plan 

              	 	
                9

              
	
                2.55
                  Trust 

              	 	
                9

              
	
                2.56
                  Trustee(s) 

              	 	
                9

              
	
                2.57
                  Trust Fund 

              	 	
                9

              
	
                2.58
                  Valuation Date 

              	 	
                9

              
	
                2.59
                  Vesting Computation Period 

              	 	
                9

              
	
                2.60
                  Year Of Service 

              	 	
                9

              
	
                ARTICLE
                  III - ELIGIBILITY, PARTICIPATION AND BENEFICIARY DESIGNATION
                  

              	 	
                10

              
	
                3.1
                  Entry And Participation 

              	 	
                10

              
	
                3.2
                  Inactive Participant 

              	 	
                10

              
	
                3.3
                  Reemployment 

              	 	
                10

              
	
                3.4
                  Reemployment Commencement Date 

              	 	
                10

              
	
                3.5
                  Administrative Committee Control 

              	 	
                11

              
	
                3.6
                  Combination Of Plan 

              	 	
                11

              
	
                3.7
                  Integration 

              	 	
                11

              
	
                3.8
                  Omission Of Eligible Employee 

              	 	
                11

              
	
                3.9
                  Inclusion Of Ineligible Participant 

              	 	
                11

              
	
                3.10
                  Beneficiaries 

              	 	
                11

              
	
                ARTICLE
                  IV - CONTRIBUTIONS 

              	 	
                12

              
	
                4.1
                  Company Contributions 

              	 	
                12

              
	
                4.2
                  Participants' Optional Investment Contributions 

              	 	
                13

              
	
                ARTICLE
                  V - ALLOCATION OF CONTRIBUTIONS AND FORFEITURES 

              	 	
                13

              
	
                5.1
                  Allocation To Accounts 

              	 	
                13

              
	
                5.2
                  Reduction For Other Pension Plan Contributions 

              	 	
                14

              
	
                5.3
                  Limitations On Contributions - Annual Addition 

              	 	
                15

              
	
                5.4
                  Restoration Procedures 

              	 	
                15

              
	
                5.5
                  Prohibited Allocations Of Stock 

              	 	
                16

              
	
                5.6
                  Allocation Limitation - More Than One (1) Defined Contribution
                  Plan
                  

              	 	
                16

              
	
                ARTICLE
                  VI - VESTING OF ACCOUNTS 

              	 	
                17

              
	
                6.1
                  Accelerated Vesting 

              	 	
                17

              
	
                6.2
                  Regular Vesting 

              	 	
                17

              
	
                6.3
                  Years Of Service 

              	 	
                17

              
	
                6.4
                  Forfeitures 

              	 	
                17

              
	
                6.5
                  Divestment 

              	 	
                18

              
	
                6.6
                  Absence Of Participant 

              	 	
                18

              
	
                6.7
                  No Reduction In Vesting 

              	 	
                19

              
	
                6.8
                  Amendments To Vesting Schedule 

              	 	
                19

              
	
                ARTICLE
                  VII - TOP-HEAVY PLAN RULES 

              	 	
                20

              
	
                7.1
                  Special Definitions 

              	 	
                20

              
	
                7.2
                  Top-Heavy Status 

              	 	
                20

              
	
                7.3
                  Benefits Taken Into Account 

              	 	
                21

              
	
                7.4
                  Top-Heavy Plan Contribution Limitation 

              	 	
                21

              
	
                7.5
                  Top-Heavy Vesting 

              	 	
                22

              
	
                ARTICLE
                  VIII - ALLOCATION OF TRUST INCOME OR LOSS 

              	 	
                22

              
	
                8.1
                  Allocation At Valuation Date 

              	 	
                22

              
	
                8.2
                  Limitation And Suspense Accounts 

              	 	
                23

              
	
                8.3
                  Separate Valuation 

              	 	
                23

              
	
                8.4
                  Valuation Of Trust Fund 

              	 	
                23

              
	
                ARTICLE
                  IX - PARTICIPANTS' ACCOUNTS 

              	 	
                24

              
	
                9.1
                  Accounts 

              	 	
                24

              
	
                9.2
                  Value Of Accounts 

              	 	
                24

              
	
                9.3
                  Statement Of Account 

              	 	
                24

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              ARTICLE
                X - DISTRIBUTIONS 

            	 	
              24

            
	
              10.1
                Benefits From Trust 

            	 	
              24

            
	
              10.2
                Form Of Distribution 

            	 	
              24

            
	
              10.3
                Undistributed Amounts Upon Death 

            	 	
              25

            
	
              10.4
                Deferred Cash Distributions 

            	 	
              25

            
	
              10.5
                Deferred Non-Cash Distribution 

            	 	
              25

            
	
              10.6
                Distribution To Minor Or Incompetent Person 

            	 	
              25

            
	
              10.7
                Right Of First Refusal 

            	 	
              25

            
	
              10.8
                Put Option 

            	 	
              26

            
	
              10.9
                Timing Of Distributions 

            	 	
              26

            
	
              10.10
                Distributions - General Provisions 

            	 	
              27

            
	
              10.12
                Other Rights And Options 

            	 	
              28

            
	
              ARTICLE
                XI - SERVICE 

            	 	
              29

            
	
              11.1
                Service 

            	 	
              29

            
	
              11.2
                Hours Of Service 

            	 	
              29

            
	
              11.3
                Crediting Of Hours Subject To Regulation 

            	 	
              30

            
	
              11.4
                Uniformed Services Employment And Reemployment Rights Act Of 1994
                

            	 	
              30

            
	
              ARTICLE
                XII - FIDUCIARY RESPONSIBILITY 

            	 	
              30

            
	
              12.1
                Authority 

            	 	
              30

            
	
              12.2
                Interest Of Participants And Beneficiaries 

            	 	
              31

            
	
              12.3
                Liability 

            	 	
              31

            
	
              12.4
                Dual Capacities 

            	 	
              31

            
	
              12.5
                Allocation Of Authority 

            	 	
              31

            
	
              12.6
                Prohibited Transaction 

            	 	
              32

            
	
              ARTICLE
                XIII -ADMINISTRATIVE COMMITTEE 

            	 	
              32

            
	
              13.1
                Administrative Committee 

            	 	
              32

            
	
              13.2
                Action 

            	 	
              32

            
	
              13.3
                Records 

            	 	
              32

            
	
              13.4
                Power 

            	 	
              32

            
	
              13.5
                Funding Policy 

            	 	
              33

            
	
              13.6
                Agents 

            	 	
              33

            
	
              13.7
                Claims 

            	 	
              33

            
	
              13.8
                Indemnity 

            	 	
              34

            
	
              ARTICLE
                XIV - INVESTMENTS 

            	 	
              
                34

              

            
	
              14.1
                Investment Objective 

            	 	
              
                34

              

            
	
              14.2
                Investment Directives 

            	 	
              
                35

              

            
	
              14.3
                Delegation Of Authority 

            	 	
              
                35

              

            
	
              14.4
                Voting Powers 

            	 	
              
                35

              

            
	
              14.5
                Loans 

            	 	
              
                36

              

            
	
              14.2
                Diversification 

            	 	
              
                37

              

            
	
              ARTICLE
                XV - TRUSTEE(S) 

            	 	
              
                37

              

            
	
              15.1
                Duties 

            	 	
              
                37

              

            
	
              15.2
                Ownership 

            	 	
              
                37

              

            
	
              15.3
                Powers 

            	 	
              
                37

              

            
	
              15.4
                Fees 

            	 	
              
                37

              

            
	
              15.5
                Accounting 

            	 	
              
                38

              

            
	
              15.6
                Resignation 

            	 	
              
                38

              

            
	
              15.7
                Effect Of Final Accounting 

            	 	
              
                38

              

            
	
              15.8
                Vacancy And Successors 

            	 	
              
                39

              

            
	
              15.9
                Legal Counsel 

            	 	
              
                39

              

            
	
              15.10
                Investigation 

            	 	
              
                39

              

            
	
              15.11
                Unanimous Vote 

            	 	
              
                39

              

            
	
              15.12
                Indemnification 

            	 	
              
                39

              

            
	
              ARTICLE
                XVI - AMENDMENT, TERMINATION AND MERGER 

            	 	
              39

            
	
              16.1
                Irrevocable Trust 

            	 	
              39

            
	
              16.2
                Amendment 

            	 	
              39

            
	
              16.5
                Distribution Upon Termination 

            	 	
              40

            
	
              16.6
                Qualification Notice 

            	 	
              41

            
	
              16.7
                Reversion 

            	 	
              41

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
                16.8
                  Merger 

              	 	
                41

              
	
                ARTICLE
                  XVII - ASSIGNMENTS 

              	 	
                41

              
	
                17.1
                  Alienation And QDROs 

              	 	
                41

              
	
                ARTICLE
                  XVIII - MISCELLANEOUS PROVISIONS 

              	 	
                42

              
	
                18.1
                  Governing Law 

              	 	
                
                  42

                

              
	
                18.2
                  Gender 

              	 	
                
                  42

                

              
	
                18.3
                  Amendment Of Laws 

              	 	
                
                  42

                

              
	
                18.4
                  Interpretations 

              	 	
                
                  42

                

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    


    TEMECULA
      VALLEY BANK

    EMPLOYEE
      STOCK OWNERSHIP PLAN

    


    Temecula
      Valley Bank, a California corporation (Company), and William McGaughey, Donald
      Pitcher, Donald Schempp, and Frank Basirico (Trustees) agree as
      follows:

    


    RECITALS

    


    
      	 	
              A.

            	
              The
                Company hereby adopts the Temecula Valley Bank Employee Stock Ownership
                Plan and Trust (Plan) effective January 1,
                2006.

            


    

     

    ARTICLE
      I - NAME, PURPOSE AND EFFECTIVE DATE

    


    
      	
              1.1

            	
              Name.

            


    

    


    The
      name
      of this Plan and Trust shall be the Temecula Valley Bank Employee Stock
      Ownership Plan.

    


    
      	
              1.2

            	
              Purpose.

            


    

    


    This
      Plan
      and Trust are intended to qualify under Code sections 401(a) and 501(a) and
      are
      created to enable Eligible Employees of the Company to acquire shares of Company
      Stock and to provide retirement funds and benefits in the event of Disability.
      This Plan and Trust are intended to constitute a stock bonus employee stock
      ownership plan (ESOP), within the meaning of Code section 4975(e)(7) and section
      407(d)(6) of the Employee Retirement Income Security Act of 1974 (ERISA), which
      will invest primarily in Company Stock pursuant to Sections 407(b)(1) and 407(d)
      of ERISA.

    


    
      	
              1.3

            	
              Exclusive
                Benefit.

            


    

    


    This
      Plan
      has been created and all assets acquired under this Plan as a result of
      Contributions, income and other additions to the Trust will be administered,
      distributed, forfeited and otherwise governed by the provisions of this Plan
      and
      shall be administered by the Administrative Committee for the exclusive benefit
      of the Participants in the Plan and their Beneficiaries.

    


    
      	
              1.4

            	
              Employment.

            


    

    


    Nothing
      contained in this Plan and Trust document is intended nor shall it be deemed
      to
      create a contract between the Company and any Employee. This Plan and Trust
      document shall not affect any rights or obligations of the Company or any
      Employee to continue or terminate employment.

    


    
      	
              1.5

            	
              Effective
                Date.

            


    

    


    The
      initial effective date of this Plan and Trust document is January 1,
      2006.

     

    ARTICLE
      II - DEFINITIONS

     

    


    The
      following words and phrases used in this Plan and Trust document shall have
      the
      meanings described below, unless the context clearly requires a different
      meaning:

    


    
      	
              2.1

            	
              Account.

            


    

    


    "Account"
      means the aggregate of all records maintained by the Administrative Committee
      for purposes of determining a Participant's or Beneficiary's interest in the
      fund and shall include the Company Stock Account, General Account, Suspense
      Account and any other accounts established by the Administrative
      Committee.

    


    Each
      Account shall also have corresponding subaccounts which shall be maintained
      by
      the Administrative Committee as it deems necessary for purposes including,
      but
      not limited to, distinguishing that portion of an Account attributable to Plan
      Years during which the Plan is a Top-Heavy Plan or during which the Participant
      is a Key Employee in a Top-Heavy Plan or is a Five Percent (5%) Owner of the
      Employer. Subaccounts may be maintained by the Administrative Committee for
      amounts contributed and held in the Plan attributable to predecessor plans
      of
      the Employer.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              A.

            	
              Company
                Stock Account.

            


    

    


    "Company
      Stock Account" means that portion of a Participant's Account which is credited
      with shares of Company Stock which are purchased and paid for by the Trust,
      contributed to the Trust, allocated as forfeitures and stock dividends paid
      with
      respect to Company Stock held in the Participant's Company Stock
      Account.

    


    
      	 	
              B.

            	
              ESOP
                Account.

            


    

    


    "ESOP
      Account" means the Participant's Company Stock Account and General
      Account.

    


    
      	 	
              C.

            	
              General
                Account.

            


    

    


    "General
      Account" means that portion of a Participant's Account that is credited
      with:

    


    1. Company
      Contributions of cash;

    


    2.
       Forfeitures
      other than of Company Stock;

    


    3. Cash
      dividends paid with respect to Company Stock held in the Participant's Company
      Stock Account;

    


    
      	 	
              4.

            	
              Cash
                distributions paid with respect to Company Stock held in the Participant's
                Company Stock Account for any Plan Year during which the Company
                has
                elected to be treated as an S Corporation for federal income tax
                purposes
                under the Code; and 

            


    

    


    
      	 	
              5.
                

            	
              The
                Participant's share of such other Trust income, gains or losses properly
                credited to such Account pursuant to the terms of this Plan and Trust
                document.

            


    

    


    The
      General Account shall be debited with amounts paid by the Trustee(s) for the
      purchase of Company Stock or for repayment of debt incurred by the Company
      or
      Plan for the purchase of Company Stock.

    


    
      	 	
              D.

            	
              Suspense
                Account.

            


    

    


    "Suspense
      Account" means an account established pursuant to the provisions of the Vesting
      Of Accounts or Allocation Of Contributions And Forfeitures articles, pertaining
      to securities purchased with an exempt loan.

    


    
      	
              2.2

            	
              Administrative
                Committee.

            


    

    


    "Administrative
      Committee" means the Administrative Committee designated under the
      Administrative Committee article.

    


    
      	
              2.3

            	
              Affiliated
                Employer.

            


    

    


    "Affiliated
      Employer" shall have the meaning described in the Top-Heavy Plan Rules article.
      For purposes of this Plan, all Employees of an Affiliated Employer shall be
      treated as employed by a single employer, except to the extent permitted by
      Code
      section 414(r); provided, however, that the Employees of an Affiliated Employer
      shall not participate in this Plan unless the Affiliated Employer has also
      adopted this Plan.

    


    
      	
              2.4

            	
              Alternate
                Payee.

            


    

    


    "Alternate
      Payee" means any spouse, former spouse, child or other dependent of a
      Participant recognized by a domestic relations order as having a right to
      receive all, or a portion of, a Participant's benefits under the
      Plan.

    


    
      	
              2.5

            	
              Aggregation
                Group.

            


    

    


    "Aggregation
      Group" means either a Required Aggregation Group or a Permissive Aggregation
      Group, described in the Top-Heavy article.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              2.6

            	
              Annual
                Addition.

            


    

    


    "Annual
      Addition" shall have the meaning described in the Allocation Of Contributions
      And Forfeitures article.

    


    
      	
              2.7

            	
              Associated
                Company.

            


    

    


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

    


    
      	
              2.8

            	
              Beneficiary.

            


    

    


    "Beneficiary"
      means any one or more primary or contingent beneficiaries entitled under the
      provisions of this Plan to receive benefits after the death of a Participant,
      as
      limited by the Beneficiaries article.

    


    
      	
              2.9

            	
              Board.

            


    

    


    "Board"
      means the Board of Directors of the Company.

    


    
      	
              2.10

            	
              Break
                In Service.

            


    

    


    "Break
      in
      Service" means a twelve (12) consecutive month period in which a Participant
      does not complete more than five hundred (500) Hours Of Service with the
      Employer. An Employee shall not incur a Break in Service for the Plan Year
      in
      which the Employee becomes a Participant, dies, retires or suffers a disability
      under the Disability Retirement article, below. Further, solely for the purpose
      of determining whether a Participant has incurred a Break in Service, Hours
      Of
      Service shall be recognized for an "authorized leave of absence" and a
      "maternity or paternity leave of absence." "Authorized leave of absence" means
      an unpaid, temporary cessation from active employment with the Employer pursuant
      to an established nondiscriminatory policy, whether occasioned by illness,
      military service or any other reason. A "maternity or paternity leave of
      absence" means an absence from work for any period by reason of the Employee's
      pregnancy, birth of the Employee's child, placement of a child with the Employee
      in connection with the adoption of such child by the Employee, or any absence
      for the purpose of caring for such child for a period immediately following
      such
      birth or placement. For this purpose, Hours Of Service shall be credited for
      the
      computation period in which the absence from work begins only if credit
      therefore is necessary to prevent the Employee from incurring a Break in
      Service, or, in any other case, in the immediately following computation
      period.

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

    


    
      	
              2.11

            	
              Code.

            


    

    


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

    


    
      	
              2.12

            	
              Company.

            


    

    


    "Company"
      means Temecula Valley Bank and any successors or assigns and Associated
      Companies that expressly adopt this Plan and Trust document and agree in writing
      to its terms.

    


    
      	
              2.13

            	
              Company
                Stock.

            


    

    


    "Company
      Stock" means qualifying employer securities as defined in Code sections
      4975(e)(8) and 409(l) as follows:

    


    
      	 	
              A.

            	
              The
                term "Qualifying Employer Securities" means common stock issued by
                the
                Company (or by a corporation which is a member of the same controlled
                group) that is readily tradable on an established securities
                market.

            


    

    
      	 	
              B.
                

            	
              If
                there is no common stock which meets the requirements of paragraph
                A,
                above, the term "Qualifying Employer Securities" means common stock
                issued
                by the Company (or by a corporation which is a member of the same
                controlled group) having a combination of voting power and dividend
                rights
                equal to or in excess of:

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              1.

            	
              That
                class of common stock of the Company (or of any other such corporation
                which is a member of the same controlled group) having the greatest
                voting
                power; and

            


    

    


    
      	 	
              2.

            	
              That
                class of common stock of the Company (or of any other such corporation
                which is a member of the same controlled group) having the greatest
                dividend rights.

            


    

    


    Non-callable
      preferred stock shall be treated as Company Stock for purposes of the Plan
      if
      such stock is convertible at any time into stock that is readily tradable on
      an
      established securities market (or, if applicable, that meets the requirements
      of
      (a) and (b) next above) and if such conversion is at a conversion price that,
      as
      of the date of the acquisition by the Plan, is reasonable. For purposes of
      the
      immediately preceding sentence, preferred stock shall be treated as non-callable
      if, after the call, there will be a reasonable opportunity for a conversion
      that
      meets the requirements of the immediately preceding sentence. Company Stock
      shall be held under the Trust only if such stock satisfies the requirements
      of
      Section 407(d)(5) of ERISA

    


    
      	
              2.14

            	
              Compensation.

            


    

    


    "Compensation"
      shall have the meaning described in the Allocations Of Contributions And
      Forfeitures article.

    


    
      	
              2.15

            	
              Contribution.

            


    

    


    "Contribution"
      means the Company's Contribution or a Participant's Contribution as described
      in
      Contributions article.

    


    
      	
              2.16

            	
              Date
                Of Reemployment.

            


    

    


    Date
      of
      Reemployment means the date on which a former Employee first performs an Hour
      Of
      Service for the Employer after the Employee's reemployment.

    


    
      	
              2.17

            	
              Determination
                Date.

            


    

    


    "Determination
      Date” shall have the meaning described in the Top-Heavy article.

     

    
      	
              2.18

            	
              Disability.

            


    

     

    "Disability"
      means total and permanent disability of a Participant, by reason of physical
      or
      mental illness, resulting in the inability to perform any gainful employment
      resulting in his Termination of Employment with the Company, and which is
      determined by the Social Security Administration to constitute total and
      permanent disability under the federal Social Security Act.

    


    
      	
              2.19

            	
              Direct
                Rollover.

            


    

    


    “Direct
      Rollover” shall have the meaning described in the Distributions
      article.

    


    
      	
              2.20

            	
              Distributee.

            


    

    


    “Distributee”
      shall have the meaning described in the Distributions article.

    


    
      	
              2.21

            	
              Eligible
                Employee.

            


    

    


    "Eligible
      Employee" means any Employee of the Company that is salaried, paid by the hour
      or on a commission.

     

    "Eligible
      Employee" shall not include Employees who are Leased Employees as defined in
      Code section 414(n).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    "Eligible
      Employee" shall not include any Employee whose Compensation and conditions
      of
      employment are established by the terms of a collective bargaining agreement
      to
      which the Company is a party and which does not specifically provide for
      coverage of such Employee under the Plan.

    


    "Eligible
      Employee" shall not include non-resident aliens who receive no earned income
      from sources within the United States.

    


    "Eligible
      Employee" shall only include Employees who are age twenty-one (21) or
      older.

    


    ”Eligible
      Employee” shall not include Independent contractors and each individual whom the
      Employer treats as if he or she were an independent contractor even if he or
      she
      might otherwise satisfy certain of the legal tests or criteria to be considered
      a common law employee of the Employer.

    


    
      	
              2.22

            	
              Eligible
                Participant.

            


    

    


    "Eligible
      Participant" means:

    


    An
      Eligible Employee who is a Participant and is credited with one thousand (1,000)
      or more Hours of Service in the Plan Year and is an Eligible Employee on the
      last day of the Plan Year.

    


    A
      Participant who was an Eligible Employee and who Terminated Employment during
      the Plan Year after having reached his Normal Retirement Age shall be an
      Eligible Participant regardless of his credited Hours of Service in the year
      of
      such Separation From Service.

    


    A
      Participant who was an Eligible Employee and who Terminated Employment during
      the Plan Year due to death shall be an Eligible Participant regardless of his
      credited Hours of Service in the year of such Termination of
      Employment.

    


    A
      Participant who was an Eligible Employee and who Terminated Employment during
      the Plan Year due to Disability shall be an Eligible Participant only if he
      is
      credited with one thousand (1,000) or more Hours of Service in the year of
      such
      Termination of Employment and is an Eligible Employee on the last day of the
      Plan Year.

    


    
      	
              2.23

            	
              Eligible
                Retirement Plan.

            


    

    


    “Eligible
      Retirement Plan” shall have the meaning described in the Distributions
      article.

    


    
      	
              2.24

            	
              Eligible
                Rollover Distribution.

            


    

    


    “Eligible
      Rollover Distribution” shall have the meaning described in the Distributions
      article.

    


    
      	
              2.25

            	
              Eligibility
                Computation Period.

            


    

    


    "Eligibility
      Computation Period" means the twelve (12) consecutive month period beginning
      on
      the Employee's Employment Commencement Date, which shall be the first
      Eligibility Computation Period, and subsequent Plan Years beginning with the
      Plan Year in which the Participant’s first Eligibility Computation Period ends,
      and each Plan Year thereafter.

    


    
      	
              2.26

            	
              Employee.

            


    

    


    "Employee"
      means an individual who is employed by the Company, including officers, any
      portion of whose income from the Company is subject to income tax withholding
      or
      for whom Social Security contributions are made by the Employer, as well as
      any
      other individual qualifying as a common law employee of the Company; provided,
      however, that "Employee" shall exclude directors not employed by the Company
      in
      any other capacity.

    


    
      	
              2.27

            	
              Employer.

            


    

    


    "Employer"
      means the Company which employs the Employee.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              2.28

            	
              Employment
                Commencement Date.

            


    

    


    "Employment
      Commencement Date" means the date on which an Employee first performs an Hour
      of
      Service for the Company.

    


    
      	
              2.29

            	
              Entry
                Date.

            


    

    


    "Entry
      Date" means the first day of the Plan Year on which an Eligible Employee enters
      the Plan pursuant to the Eligibility, Participation And Beneficiary Designation
      article.

    


    
      	
              2.30

            	
              ERISA.

            


    

    


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

    


    
      	
              2.31

            	
              Forfeiture.

            


    

    


    "Forfeiture"
      means a nonvested amount forfeited from an Employee's Account pursuant to the
      provisions of the Vesting Of Accounts article.

    


    
      	
              2.32

            	
              Highly
                Compensated Employee.

            


    

    


    A
      "Highly
      Compensated Employee" for a Plan Year means a highly compensated active Employee
      and a highly compensated former Employee.

    


    
      	 	
              A.

            	
              A
                highly compensated active Employee for a Plan Year includes any Employee
                who performs service for the Employer during the Plan Year and
                who:

            


    

    


    
      	 	
              1.

            	
              Was
                a Five Percent (5%) Owner (as defined in Code section 416(i)(1))
                of the
                Employer at any time during the Plan Year or the prior Plan Year,
                or

            


    

    


    
      	 	
              2.

            	
              For
                the prior Plan Year had compensation from the Employer in excess
                of one
                hundred thousand dollars ($100,000) (as adjusted pursuant to Code
                section
                415(d)) and, if the Employer elects for such prior Plan Year, was
                in the
                Top-Paid Group of Employees for the prior Plan Year.
                

            


    

    


    In
      determining who is a Highly Compensated Employee, an Employee is in the
      "Top-Paid Group" of Employees for any Plan Year if such Employee is in the
      group
      consisting of the top twenty percent (20%) of the Employees when ranked on
      the
      basis of compensation (as defined in Code section 414(q)(4)) paid during such
      year. For purposes of determining the number of Employees in the Top-Paid Group,
      the following Employees shall be excluded:

    


    a. Employees
      who have not completed six (6) months of service;

    


    b. Employees
      who normally work less than seventeen and onehalf (17-1/2) hours per
      week;

    


    c. Employees
      who normally work during not more than six (6) months during any
      year;

    


    d. Employees
      who have not attained age twenty-one (21); and

    
       

      e.
Except
        to
        the extent provided in the Treasury Regulations, Employees who are included
        in a
        unit of Employees covered by an agreement which the Secretary of Labor finds
        to
        be a collective bargaining agreement between employee representatives and
        the
        Employer.

    

    


    
      	 	
              B.

            	
              A
                highly compensated former Employee for a Plan Year includes any Employee
                who Terminated Employment (or was deemed to have Terminated Employment)
                prior to such Plan Year, performs no services for the Employer during
                such
                Plan Year, and was a Highly Compensated Active Employee for either
                the
                Plan Year during which the Termination of Employment occurred (or
                was
                deemed to have occurred) or any Plan Year ending on or after the
                Employee's fifty-fifth (55th) birthday.


            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              C.

            	
              The
                determination of who is a Highly Compensated Employee, including
                the
                determination of the number and identity of Employees in the Top-Paid
                Group and the compensation that is considered, will be made in accordance
                with Code section 414(q) and the regulations promulgated
                thereunder.

            


    

    


    
      	 	
              D.

            	
              The
                Employer has elected to include Employees in the "Top-Paid Group"
                of
                Employees from the definition of Highly Compensated Employee.
                

            


    

    


    
      	
              2.33

            	
              Hour
                Of Service.

            


    

    


    “Hour
      of
      Service” shall have the meaning described in the Service article.

    


    
      	
              2.34

            	
              Inactive
                Participant.

            


    

    


    "Inactive
      Participant" means a Participant who Terminated Employment or who ceases to
      be
      an Eligible Employee and who has not yet received a complete distribution of
      his
      Accounts from the Plan.

    


    
      	
              2.35

            	
              Key
                Employee.

            


    

    


    "Key
      Employee" means any Employee or former Employee (including any deceased
      employee) who at any time during the Plan Year that includes the Determination
      Date was an officer of the Employer having annual compensation greater than
      one
      hundred thirty thousand dollars ($130,000) (as adjusted under Code section
      416(i)(1) for Plan Years beginning after December 31, 2002), a Five Percent
      (5%)
      Owner of the Employer, or a One Percent (1%) Owner of the Employer having annual
      compensation of more than two hundred thousand dollars ($200,000). For this
      purpose, annual compensation means compensation within the meaning of Code
      section 415(c)(3). The determination of who is a Key Employee will be made
      in
      accordance with Code section 416(i)(1) and the applicable regulations and other
      guidance of general applicability issued thereunder.

    


    A
      Beneficiary of a Key Employee shall be considered to be a Key Employee. The
      Administrative Committee shall be guided by the provisions of applicable law,
      regulations and guidelines in determining Key Employees for any Plan Year and
      shall maintain records adequate to determine Key Employees for any Plan
      Year.

    


    
      	
              2.36

            	
              Leased
                Employee.

            


    

    


    "Leased
      Employee" means any person who is not an Employee of the Employer and who
      provides services to the Employer if:

    


    A. Such
      services are provided pursuant to an agreement between the Employer and the
      leasing organization;

    


    
      	 	
              B.

            	
              Such
                person has performed such services for the Employer or related persons
                on
                a substantially full-time basis for a period of at least one (1)
                year;
                and

            


    

    


    C. Such
      services are performed under primary direction or control by the
      Employer.

    


    "Leased
      Employee" shall not include a person who is covered under a money purchase
      pension plan maintained by the leasing organization that provides for:


    


    
      	 	
              A.

            	
              A
                nonintegrated employer contribution rate of at least ten percent
                (10%) of
                compensation, as defined in Code section
                415(c)(3);

            


    

    


    
      	 	
              B.

            	
              Immediate
                participation (except for employees who perform substantially all
                of their
                services for the leasing organization and except for an individual
                whose
                compensation from the leasing organization in each Plan Year during
                the
                four (4) year period ending with the Plan Year is less than one thousand
                dollars ($1,000); and

            


    

    


    
      	 	
              C.

            	
              Full
                and immediate vesting; but only if Leased Employees, determined without
                regard to this subparagraph do not constitute more than twenty percent
                (20%) of the Employer's "nonhighly compensated workforce" (as defined
                in
                Treasury Regulations section 1.414(n)-2(f)(3)(ii)).
                

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              2.37

            	
              Limitation
                Account.

            


    

    


    "Limitation
      Account" means an account maintained in accordance with the provisions of the
      Allocation Of Contributions And Forfeitures article.

    


    
      	
              2.38

            	
              Limitation
                Year.

            


    

    


    “Limitation
      Year” means the Plan Year.

    


    
      	
              2.39

            	
              Non-Key
                Employee.

            


    

    


    “Non-Key
      Employee” means any Employee or former Employee (and the Employee's
      Beneficiaries) who is not a Key Employee.

    


    
      	
              2.40

            	
              Normal
                Retirement Age.

            


    

    


    "Normal
      Retirement Age" means age sixty-five (65), provided that a Participant is
      credited with five (5) Years of Service.

    


    
      	
              2.41

            	
              Owner.

            


    

    


    "Owner"
      means any person who owns or has owned at any time during the Plan Year under
      consideration a portion of the outstanding stock or voting power of the
      Employer. The ownership percentage of a "Five Percent (5%) Owner" means greater
      than a five percent (5%) interest and means greater than a one percent (1%)
      interest for a "One Percent (1%) Owner."

    


    
      	
              2.42

            	
              Participant.

            


    

    


    "Participant"
      means any Eligible Employee who has entered the Plan in accordance with the
      Eligibility, Participation And Beneficiary Designation article, and whose
      Account hereunder has not subsequently been liquidated and
      distributed.

    


    
      	
              2.43

            	
              Permissive
                Aggregation Group.

            


    

    


    "Permissive
      Aggregation Group" shall have the meaning described in the Top- Heavy
      article.

    


    
      	
              2.44

            	
              Plan.

            


    

    


    "Plan"
      means the Plan created by this Plan and Trust document.

    


    
      	
              2.45

            	
              Plan
                Administrator.

            


    

    


    “Plan
      Administrator” means the Administrative Committee designated under the
      Administrative Committee article.

    


    
      	
              2.46

            	
              Plan
                And Trust Document.

            


    

    


    "Plan
      and
      Trust Document" means this document.

    


    
      	
              2.47

            	
              Plan
                Year.

            


    

    


    “Plan
      Year” means the accounting year of the Plan and Trust, which shall be the twelve
      (12) month period ending December 31.

    


    
      	
              2.48

            	
              Qualified
                Domestic Relations Order
                (QDRO).

            


    

    


    “Qualified
      Domestic Relations Order (QDRO)” shall have the meaning described in the
      Assignments article.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              2.49

            	Qualified
              Participant.


    

     

    “Qualified
      Participant” shall have the meaning described in the Investments
      article.

    


    
      	
              2.50

            	
              Qualified
                Election Period.

            


    

    


    “Qualified
      Election Period” shall have the meaning described in the Investments
      article.

    


    
      	
              2.51

            	
              Required
                Aggregation Group.

            


    

    


    "Required
      Aggregation Group" shall have the meaning described in the Top-Heavy
      article.

    


    
      	
              2.52

            	
              Service.

            


    

    


    "Service”
      shall have the meaning described in the Service article.

    


    
      	
              2.53

            	
              Termination
                Of Employment.

            


    

    


    "Termination
      of Employment, "Terminates" or "Terminates Employment" means the date on which
      an Employee ceases working for the Employer for any reason, including voluntary
      or involuntary discharge before or after reaching Normal Retirement Age, or
      due
      to death or Disability.

    


    
      	
              2.54

            	
              Top-Heavy
                Plan.

            


    

    


    "Top-Heavy
      Plan" shall have the meaning described in the Top-Heavy article.

    


    
      	
              2.55

            	
              Trust.

            


    

    


    "Trust"
      means the legal entity created by this Plan and Trust Document as part of the
      Plan.

    


    
      	
              2.56

            	
              Trustee(s).

            


    

    


    "Trustee(s)"
      means the Trustee(s) named above, or any duly appointed successor(s), as
      provided in the Trustee(s)’ article.

    


    
      	
              2.57

            	
              Trust
                Fund.

            


    

    


    "Trust
      Fund" means all property and income held by the Trustee(s) under this Plan
      and
      Trust document. "General Trust Fund" means that portion of the Trust Fund other
      than assets representing shares of Company Stock. "Company Stock Fund" means
      that portion of the Trust Fund held as shares of Company Stock.

    


    
      	
              2.58

            	
              Valuation
                Date.

            


    

    


    "Valuation
      Date" means the last day of each Plan Year, and such other date or dates as
      may
      be designated in the [Administrative Committee’s] [Trustee’s] named fiduciary’s
      discretion pursuant to the Allocation Of Trust Income Or Loss article, for
      the
      revaluation of Participants' Accounts.

    


    
      	
              2.59

            	
              Vesting
                Computation Period.

            


    

    


    A
      "Vesting
      Computation Period" means the twelve (12) consecutive month period beginning
      on
      the Employee's Employment Commencement Date and each anniversary
      thereof.

    


    
      	
              2.60

            	
              Year
                Of Service.

            


    

    


    "Year
      Of
      Service" means a twelve (12) consecutive month computation period in which
      the
      Employee completes at least one thousand (1,000) Hours Of Service. Each Employee
      shall be credited with a Year Of Service for each computation period during
      which the Employee completes one thousand (1,000) Hours Of Service for purposes
      of eligibility, vesting and benefit accrual.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      III - ELIGIBILITY, PARTICIPATION AND BENEFICIARY
      DESIGNATION

     

    
      	
              3.1

            	
              Entry
                And Participation.

            


    

    


    Each
      Eligible Employee shall become a Participant in the Plan as of the first day
      of
      the Plan Year in which ends the Employee's first Eligibility Computation Period
      with the Company in which he completes at least one thousand (1,000) Hours
      of
      Service, provided that the Employee is an Eligible Employee at the completion
      of
      the Eligibility Computation Period.

    


    Service
      with a predecessor employer shall not be recognized for eligibility or
      determining an Employee's Entry Date.

    


    The
      Administrative Committee may adjust the Service requirement described in this
      article, above, as necessary, to make the Plan available to a newly-acquired
      Employee group, provided that the adjustment (1) is not more restrictive than
      the above requirement, and (2) does not discriminate in favor of Highly
      Compensated Employees.

    


    
      	
              3.2

            	
              Inactive
                Participant.

            


    

    


    Accounts
      of Inactive Participants shall share in allocations of Contributions and
      Forfeitures only to the extent provided in the Allocation Of Contributions
      And
      Forfeitures article. Inactive Participant’s Accounts shall continue to be
      adjusted by amounts properly credited or debited to such Accounts pursuant
      to
      the Allocation Of Trust Income Or Loss article.

    


    
      	
              3.3

            	
              Reemployment.

            


    

    


    A
      former
      Employee who is reemployed by the Company before incurring five (5) consecutive
      Breaks in Service who previously was a Participant in this Plan, shall again
      become a Participant as of the Date Of Reemployment as an Eligible
      Employee.

    


    A
      former
      Employee who is reemployed by the Company before incurring five (5) Breaks
      in
      Service who had not satisfied the requirements to become a Participant in this
      Plan before his Termination of Employment, shall become a Participant pursuant
      to the Entry and Participation article, by completing an Eligibility Computation
      Period following reemployment in which the Employee completes at least one
      thousand (1,000) Hours of Service. In such cases, the commencement of the
      Eligibility Computation Period will be the original employment date and the
      period of service prior to the period of severance will be counted as
      Service.

    


    A
      former
      Employee who is reemployed by the Employer after incurring five (5) or more
      consecutive Breaks in Service, shall become a Participant pursuant to the Entry
      and Participation article, by completing an Eligibility Computation Period
      following reemployment in which the Employee completes at least one thousand
      (1,000) Hours of Service.

    


    If
      a
      terminated Participant is reemployed by the Employer, whether before or after
      a
      Break In Service occurs, the Participant shall resume participation in the
      Plan
      on the Participant's Reemployment Commencement Date; provided, however, that
      if
      the terminated Participant did not have a Vested right to any portion of the
      Participant's Accrued Benefit derived from Employer contributions at the time
      of
      the Participant's Termination of Employment, the reemployed Participant shall
      be
      considered a new Employee for eligibility purposes if the number of consecutive
      one (1) year Breaks In Service equals or exceeds the greater of five (5) or
      the
      aggregate number of Years Of Service before such Break In Service. If a
      terminated Employee, who had not met the eligibility service requirements of
      the
      Eligibility Requirements paragraph, above, at the time of the Employee's
      Termination Of Employment, incurs a one (1) year Break In Service, the
      Participant's Years Of Service before such Break In Service shall not be taken
      into account for eligibility purposes.

    


    
      	
              3.4

            	
              Reemployment
                Commencement Date.

            


    

    


    "Reemployment
      Commencement Date" means the date on which a former Employee first performs
      an
      Hour Of Service for the Employer after the Employee's reemployment.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              3.5

            	Administrative
              Committee Control.


    

     

    Compliance
      with these eligibility requirements shall be determined by the Administrative
      Committee. The Administrative Committee shall advise each Employee of his or
      her
      entry into the Plan as a Participant. The Administrative Committee shall also
      provide each Participant with a Summary Plan Description not later than the
      later of (i) one hundred twenty (120) days of the adoption of the Plan or (ii)
      ninety (90) days following the date the Participant enters the Plan. If the
      Plan
      is materially amended, the Administrative Committee must deliver a revised
      Summary Plan Description or Summary of Material Modifications to each
      Participant no later than 210 days after the end of the Plan Year in which
      the
      change is adopted.

    


    
      	
              3.6

            	
              Combination
                Of Plan.

            


    

    


    The
      Plan
      may not be combined with any other defined benefit or defined contribution
      plan,
      other than an ESOP in order to satisfy the non-discrimination rules set forth
      in
      Code section 401(a).

    


    
      	
              3.7

            	
              Integration.

            


    

    


    The
      Plan
      may not be integrated with social security.

    


    
      	
              3.8

            	
              Omission
                Of Eligible Employee.

            


    

    


    If
      an
      Employee who should have been included as a Participant for a Plan Year was
      erroneously omitted and discovery of the omission is made after the contribution
      by the Employer is made and allocated and the forfeitures are allocated (if
      appropriate), the Employer may make an additional contribution on behalf of
      the
      omitted Employee in an amount equal to the sum of (i) the amount which the
      Employer would have contributed on the omitted Employee's behalf had the omitted
      Employee not been omitted plus (ii) the amount of the forfeitures that would
      have been allocated to the omitted Employee had the omitted Employee not been
      omitted.

    


    
      	
              3.9

            	
              Inclusion
                Of Ineligible Participant.

            


    

    


    If
      any
      person is erroneously included as a Participant in the Plan and discovery of
      the
      erroneous inclusion is made after the contribution by the Employer is made
      and
      allocated and the forfeitures are allocated (if appropriate), the Employer
      may
      elect to treat the amount contributed on behalf of and the amount allocated
      to
      the ineligible person plus any earnings thereon as a forfeiture for the Plan
      Year in which the discovery is made and apply such amount in the manner
      specified in the Forfeitures paragraph, below.

    


    
      	
              3.10

            	
              Beneficiaries.

            


    

    


    
      	 	
              A.

            	
              Each
                Participant shall have the right to designate, on forms provided
                by the
                Administrative Committee, a Beneficiary or Beneficiaries to receive
                the
                Participant's death benefits, and shall have the right, at any time,
                to
                revoke such designation or to substitute another such Beneficiary
                or
                Beneficiaries without the consent of any Beneficiary; provided, however,
                that a married Participant and spouse shall both designate any non-spouse
                Beneficiary or Beneficiaries, unless the spouse cannot be located
                or
                unless otherwise permitted by law. Any designation by a married
                Participant and spouse of a non-spouse Beneficiary must be made by
                the
                Participant in writing and be consented to in writing by the Participant's
                spouse. Such spouse's written consent must designate a beneficiary
                who may
                not be changed without spousal consent (unless the spousal consent
                expressly permits designations by the Participant without any requirement
                of further spousal consent), acknowledge the effect of such election,
                and
                be witnessed by a Plan representative or a notary public. Such consent
                shall not be required if it is established to the satisfaction of
                the
                Administrative Committee that the required consent cannot be obtained
                because there is no spouse, the spouse cannot be located, or other
                circumstances that may be prescribed by Treasury regulations. The
                election
                made by the Participant and consented to by the Participant's spouse
                may
                be revoked by the Participant in writing without the consent of the
                spouse
                at any time prior to the Participant's death. Any new election must
                comply
                with the requirements of this subparagraph. A former spouse's waiver
                shall
                not be binding on a new spouse.

            


    

    


    
      	 	
              B.

            	
              If,
                upon the death of a Participant or Beneficiary, there is no valid
                designation of Beneficiary on file, the Administrative Committee
                shall
                designate as the Beneficiary, in order of
                priority:

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              1.

            	The
              surviving spouse;


    

     

    
      	 	
              2.

            	
              The
                surviving children, including adopted children, in equal shares,
                or their
                issue by right of representation;

            


    

     

    
      	
            	
              3.

            	Surviving
              parents, in equal shares; or


    

    
       

      
        	
              	
                4.

              	The
                Participant's heirs at law.


      

       

    

    
      	 	
              C.

            	
              If
                the Participant has designated the Participant's spouse as his or
                her
                Beneficiary under this Agreement, such designation shall be deemed
                to have
                been revoked in the event of a judgment, decree, order, or approval
                of a
                settlement agreement, issued either (i) by a court of competent
                jurisdiction or (ii) through an administrative process established
                under
                state law and that has the force and effect of law under applicable
                state
                law, that dissolves such marriage, unless the Participant designates
                the
                Participant's ex-spouse as his or her Beneficiary by making a new
                designation after the entry of such judgment, decree, order or approval
                of
                a settlement agreement.

            


    

     

    ARTICLE
      IV - CONTRIBUTIONS

     

    
      	
              4.1

            	
              Company
                Contributions.

            


    

    


    
      	 	
              A.

            	
              The
                Company shall make a discretionary Contribution to the Trust in such
                amount as is determined by its Board of Directors, to be credited
                to Plan
                Accounts as of the last day of each Plan
                Year.

            


    

    


    
      	 	
              B.

            	
              Company
                Contributions to all Accounts in the ESOP shall not exceed an amount
                which
                is estimated to constitute an allowable deduction under Code section
                404(a), except as provided in this article. Any Company Contribution
                in
                excess of the allowable deduction limit under Code section 404(a)
                may be
                held in the Plan and carried over to the succeeding tax year and
                will
                apply towards the Code section 404(a) deduction limit for the succeeding
                tax year. The Company Contribution shall be reduced, if necessary,
                by any
                amount which could not be allocated to the Account of any Participant
                of
                the Company in the preceding year due to the limitations regarding
                Annual
                Additions, described in the Allocation Of Contributions And Forfeitures
                article. Company Contributions shall be paid to the Trustee(s) on
                or prior
                to the last day for filing the Company's federal income tax return
                for
                such year, including any extensions of time granted for such filing.
                Contributions shall be made in cash or shares of Company Stock.
                Contributions of shares of Company Stock shall be valued at their
                fair
                market value, as described in the Allocation Of Trust Income Or Loss
                article, as of the last day of the Plan Year, for which they are
                contributed.

            


    

    


    
      	 	
              C.

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

            


    

    


    
      	 	
              1.

            	
              In
                the case of a contribution which is made by an Employer by a mistake
                of
                fact, the Trustee(s) may return such contribution to the Employer
                within
                one (1) year after the payment of the
                contribution.

            


    

    


    
      	 	
              2.

            	
              All
                contributions to the Plan are conditioned upon deductibility of the
                contribution under Code section 404. To the extent that the deduction
                is
                disallowed, the Trustee(s) shall return to the Employer such contribution,
                to the extent disallowed, within one (1) year after the disallowance
                of
                the deduction.

            


    

    


    
      	 	
              3.

            	
              Upon
                termination of the Plan, if there is any balance remaining in the
                Trust
                after the satisfaction of all liabilities to the Participants and
                their
                Beneficiaries, the Trustee(s) shall return said balance to the
                Employer.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              4.2

            	Participants'
              Optional Investment Contributions.


    

     

    Participants
      shall not be entitled to make Contributions to the Trust. Rollovers shall not
      be
      accepted from plans not sponsored by the Employer.

     

    ARTICLE
      V - ALLOCATION OF CONTRIBUTIONS AND FORFEITURES

     

    
      	
              5.1

            	
              Allocation
                To Accounts.

            


    

    


    
      	 	
              A.

            	
              Company
                Contributions, Forfeitures and amounts in Limitation Accounts for
                any Plan
                Year shall be allocated as of the last day of such Plan Year to the
                Account of each Eligible Participant, as more particularly described
                below
                in this article, in the ratio that such Eligible Participant's
                Compensation for such Plan Year,
                bears
                to the aggregate Compensation of all
                Participants.

            


    

    


    
      	 	
              B.

            	
              The
                General Account of each Eligible Participant shall be credited as
                of the
                last day of each Plan Year with its share of the Company’s cash
                Contributions for such Plan Year and Forfeitures from General Accounts
                for
                such Plan Year. The General Account shall be debited for any payments
                on
                purchases of Company Stock or for repayments of debt (including principal
                and interest) incurred for the purchase of Company Stock for such
                Plan
                Year.

            


    

    


    
      	 	
              C.

            	
              The
                Company Stock Account of each Participant shall be credited with
                the
                proportionate share of Company Stock (including fractional shares)
                purchased and paid for by the Trust or contributed in kind by the
                Company
                for such Plan Year (except for shares held as part of a Suspense
                Account)
                and with the proportionate share of any Forfeitures of Company Stock
                for
                such Plan Year, as of the last day of each Plan
                Year.

            


    

    


    
      	 	
              D.

            	
              In
                the event of a purchase of Company Stock with an exempt loan, such
                Company
                Stock shall be credited to a Suspense Account and shall be released
                and
                allocated to Participants' Company Stock Accounts only to the extent
                the
                related debt has been paid by the Trustee(s). The number of shares
                to be
                released from the Suspense Account and allocated to Participants'
                Company
                Stock Accounts as of any Valuation Date shall be determined by multiplying
                the total number of shares remaining in the Suspense Account by a
                fraction, the numerator of which is the total amount of all payments
                made
                during such year (including either principal alone or principal and
                interest, as consistently applied in accordance with applicable
                regulations, and as appropriate to the terms of any debt obligation
                incurred under the Plan) and the denominator of which is the sum
                of the
                numerator plus the principal and interest (as consistently applied
                in
                accordance with applicable regulations and as appropriate to the
                terms of
                any debt obligation incurred under the Plan) for all future years
                of the
                loan. The Administrative Committee shall maintain adequate records
                of the
                aggregate cost basis of Company Stock allocated to such Participant's
                Company Stock Account. In the event more than one (1) class of Company
                Stock is purchased with an exempt loan, shares of different classes
                shall
                be released from encumbrance in equal
                percentages.

            


    

    


    
      	 	
              E.

            	
              "Compensation"
                for any Plan Year means all amounts paid by the Company to an Eligible
                Employee during the Plan Year with respect to services rendered during
                such year, to the extent deducted by the Company for such year for
                federal
                income tax purposes, but excluding Employer discretionary contributions
                or
                benefits to or under this Plan or any pension or profit sharing plan,
                group insurance or employee welfare plan now or hereafter adopted,
                but
                including amounts deferred or contributed by an Employee to any 401(k),
                CODA or Code section 125 plan maintained by the Employer and elective
                amounts that are not includible in the gross income of the Participant
                by
                reason of Code section 132(f)(4).

            


    

    


    The
      annual
      Compensation of each Employee taken into account under the Plan shall not exceed
      two hundred twenty thousand dollars ($220,000) (as adjusted for cost of living
      increases in accordance with Code section 401(a)(17)(B)). The cost-of-living
      adjustment in effect for a calendar year applies to any determination period
      beginning in such calendar year. If a determination period consists of fewer
      than twelve (12) months, the annual compensation limit 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 twelve (12).

    


    For
      all
      Plan Years, any reference in this Plan to the limitation under Code section
      401(a)(17) means the annual compensation limit described in this article.


     

    If
      Compensation for any prior determination period is taken into account in
      determining a Participant's allocations for the current Plan Year, the
      Compensation for such prior determination period is subject to the applicable
      annual compensation limit in effect for that prior period.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	 	
              F.

            	
              Dividends
                on Company Stock held in a Participant's Account shall be allocated
                to
                that Participant's General Account or Company Stock Account in cash
                or in
                shares of Company Stock. Cash dividends on unallocated shares of
                Company
                Stock used to make payments on an exempt loan shall be allocated
                in
                accordance with the provisions of the Allocation To Accounts article
                and
                by relative prior Account balances and then applied to make payments
                on
                exempt loan. Cash dividends attributable to unallocated shares of
                Company
                Stock (not used to make payments on an exempt loan), including Company
                Stock acquired with an exempt loan and held in a Suspense Account,
                shall
                be allocated among all General Accounts in the General Trust Fund.
                A
                minimum of Company Stock with a fair market value equal to the amount
                of
                cash dividends paid on allocated shares of Company Stock used to
                make
                payments on an exempt loan shall be allocated to Participant's Accounts.
                Any dividends may, in the sole discretion of the Administrative Committee,
                be distributed to the Participants or used to repay any exempt loan
                properly obtained to acquire Company
                Stock.

            


    

    


    
      	 	
              1.

            	
              For
                any year for which the Company has elected to be treated as an S
                Corporation for federal income tax purposes under the Code, S Corporation
                distributions on Company Stock held in a Participant's Account shall
                be
                allocated to that Participant's General Account or Company Stock
                Account
                in cash or in shares of Company Stock in proportion to the shares
                in the
                Participant's Company Stock Account on which such distributions were
                paid.
                Cash distributions on unallocated shares of Company Stock used to
                make
                payments on an exempt loan shall be allocated in accordance with
                the
                Allocation To Accounts article by relative prior Company Stock Account
                balances and then applied to make payments on the exempt loan. Shares
                released from the Suspense Account due to the payment of such cash
                against
                the exempt loan shall be allocated to the Company Stock Accounts
                in
                proportion the prior balances in the Company Stock Accounts. Cash
                distributions attributable to unallocated shares of Company Stock
                not used
                to make payments on an exempt loan, including Company Stock acquired
                with
                an exempt loan and held in a Suspense Account, shall be allocated
                among
                all General Accounts in the General Trust Fund. Any distributions
                may, in
                the sole discretion of the Trustee(s), be retained and invested in
                the
                Trust Fund (in Company Stock or other investments), or used to acquire
                additional shares of Company Stock, from the Company or from any
                other
                person, including a party in interest, to the extent in accordance
                with
                the terms of this Plan and ERISA, generally, or used to repay any
                exempt
                loan properly obtained to acquire Company Stock, in accordance with
                the
                Treasury Regulations under Code section
                4975.

            


    

    


    
      	 	
              2.

            	
              For
                purposes of all computations required by this article, the accrual
                method
                of accounting shall be used to value the Trust Fund and the assets
                thereof
                at their fair market value as of each Valuation Date. Company Stock
                shall
                be accounted for as provided in Treasury Regulation section
                1.402(a)-1(b)(2)(ii), as amended, or any regulation or statute of
                similar
                import. A stock split of the securities held by the Plan, shall not
                be
                considered income or appreciation of the Trust Fund. All stock splits
                shall be recorded on the books of the Trust and shall adjust the
                number of
                securities held in any account of the Plan effective on the legal
                effective date of the stock split as determined by the
                issuer.

            


    

    


    
      	 	
              3.

            	
              From
                time to time, the Administrative Committee may modify the accounting
                procedures for the purposes of achieving equitable and nondiscriminatory
                allocations among the accounts of Participants in accordance with
                the
                general concepts of the Plan, the provisions of this Article V and
                the
                requirements of the Code and ERISA.

            


    

    


    
      	
              5.2

            	
              Reduction
                For Other Pension Plan
                Contributions.

            


    

    


    If
      during
      a Plan Year, an Eligible Participant in this Plan has made any elective
      deferrals to a cash or deferred arrangement maintained by the Company for such
      year, the amount otherwise allocable in such year to such Participant's Account
      in accordance with the Allocation To Accounts article shall be reduced pursuant
      to the Allocation Limitation—More Than One (1) Defined Contribution Plan
      article, below; and the aggregate for such year of any such reductions in
      allocations to such Participants shall be reallocated to the Accounts of all
      Eligible Participants for such year, including those whose allocations were
      reduced, pursuant to the Allocation to Accounts article; provided that any
      Participant whose allocation was reduced shall not share in the reallocations
      if
      the reduction under this article was greater than the total amount that would
      otherwise have been allocable to such Participant under the Allocation to
      Accounts article.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              5.3

            	
              Limitations
                On Contributions - Annual
                Addition.

            


    

    


    
      	 	
              A.

            	
              Except
                to the extent otherwise permitted in the Restoration Procedures article
                and for catch-up contributions under EGTRRA section 631 and Code
                section
                414(v), if applicable, the Annual Addition to a Participant's Account
                for
                any Limitation Year when aggregated with all contributions to all
                Plans
                maintained by the Employer shall not exceed the lesser
                of:

            


    

    


    
      	 	
              1.

            	
              Forty
                four thousand dollars ($44,000) (as adjusted for increases in the
                cost-of-living under Code section 415(d)),
                or

            


    

    


    
      	 	
              2.

            	
              One
                hundred percent (100%) of the Participant's Compensation, within
                the
                meaning of Code section 415(c)(3), for the Limitation
                Year.

            


    

    


    The
      Compensation limit referred to in 2, above, shall not apply to any contribution
      for medical benefits after Separation From Service (within the meaning of Code
      section 401(h) or section 419A(f)(2)), which is otherwise treated as an Annual
      Addition.

    


    
      	 	
              B.

            	
              "Annual
                Addition" means the sum for the Limitation Year to which the allocation
                pertains (whether or not allocated in such year) of amounts allocated
                to
                the Participant's Account under the Allocation To Accounts article,
                except
                that with regard to allocations related to the purchase of securities
                with
                a loan (in any for any year for which the Company has not elected
                to be
                treated as an S Corporation for federal income tax purposes under
                the
                Code) if no more than one-third (1/3) of the Company Contribution
                for such
                year is allocated pursuant to the Allocation To Accounts article
                to Highly
                Compensated Employees, "Annual Addition" shall not
                include:

            


    

     

    
      
        	 	
                1.

              	Forfeitures
                of shares of Company Stock acquired with the proceeds of a loan;
                or


      

    

     

    
      	 	
              2.

            	
              Company
                Contributions used in repayment of interest on such a loan and debited
                against such Participant's Account.

            


    

    


    
      	 	
              C.

            	
              In
                the event that, as a result of the allocation of Forfeitures, a reasonable
                error in estimating a Participant's Compensation or other limited
                facts
                and circumstances which the Internal Revenue Service finds to be
                applicable, an amount which would otherwise be allocated would result
                in
                the Annual Addition limitation being exceeded with respect to any
                Participant, the excess amount shall be
                eliminated:

            


    

    


    
      	 	
              1.

            	
              First,
                by reallocating any remaining excess among the Accounts of all other
                Eligible Participants for the Plan Year pursuant to the Allocation
                To
                Accounts article; provided, however, that the Annual Addition has
                not
                already been exceeded for all Eligible Participants;
                and

            


    

    


    
      	 	
              2.

            	
              Second,
                in the event that such a reallocation would cause the Annual Addition
                limit to exceed with respect to any other Eligible Participant, the
                excess
                amount remaining after the reallocation required by 1, above, shall
                be
                held unallocated in a Limitation Account and shall be reallocated
                to all
                Eligible Participants pursuant to the Allocation To Accounts article
                as of
                the last day of the next succeeding Plan Year. Amounts so held in
                Limitation Accounts must be allocated to Participants' Accounts before
                Company Contributions which would be applicable to the Annual Addition
                are
                credited to Accounts in succeeding
                years.

            


    

    


    
      	
              5.4

            	
              Restoration
                Procedures.

            


    

    


    
      	 	
              A.

            	
              In
                the event that a Participant's Account was improperly excluded in
                any Plan
                Year from an allocation of Company Contributions and Forfeitures
                pursuant
                to the Allocation To Accounts article, such Participant's Account
                shall be
                restored to its correct status in the amount as follows:
                

            


    

    


    
      	 	
              1.

            	
              First,
                an amount which is computed on the same basis as was the allocation
                of
                Company Contributions and Forfeitures which were properly allocated
                to
                Eligible Participants under the Allocation To Accounts article in
                each
                year for which restoration is necessary;
                and

            


    

    
      	 	
              2.
                

            	
              Second,
                an amount of Trust Fund income, gain or loss which is computed on
                the same
                basis as was the allocation of Trust Fund income, gain or loss which
                was
                properly allocated to Participants' Accounts under the Allocation
                At
                Valuation Date article in each year for which restoration is
                necessary.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              B.

            	
              The
                Company may contribute an amount which is necessary to fully restore
                the
                Account of each of its improperly excluded Participants. No Company
                Contributions and Forfeitures shall be allocated pursuant to the
                Allocation To Accounts article to the Account of any Participant
                until the
                Account of each of its improperly excluded Participants has been
                fully
                restored.

            


    

    


    
      	
              5.5

            	
              Prohibited
                Allocations Of Stock.

            


    

    


    If
      any
      party sells Company Stock to this Plan (Seller) in any year during which the
      Company has not elected to be an S Corporation for federal income tax purposes
      under the Code, and following such sale at least thirty percent (30%) of the
      total value of the Employer securities (within the meaning of Code section
      409(l)) outstanding as of the date of such sale is owned by this Plan then
      such
      Seller, as well as any Participant who is a family member of such Seller and
      any
      Participant who owns more than twenty-five percent (25%) in value of any class
      of outstanding Employer securities (within the meaning of Code section 409(l))
      shall not be considered an Eligible Participant for purposes of the allocation
      of such shares sold by such Seller unless such Seller files a written
      certification with the Administrative Committee that such Seller will not be
      electing the nonrecognition of gain provisions of Code section 1042 to the
      proceeds of such sale.

    


    
      	
              5.6

            	
              Allocation
                Limitation - More Than One (1) Defined Contribution
                Plan.

            


    

    


    
      	 	
              A.

            	
              If
                the Employer contributes to more than one (1) defined contribution
                plan
                and as a result of the allocation of Forfeitures, a reasonable error
                in
                estimating a Participant's Compensation,
                a
                reasonable error in determining the amount of elective deferrals
                under
                section 402(g)(3) or other limited facts and circumstances which
                the
                Internal Revenue Service finds to be applicable, an amount which
                would
                otherwise be allocated would result in the Annual Addition limitation
                being exceeded with respect to any Participant, the excess amount
                shall be
                eliminated as follows:

            


    

    


    
      	 	
              1.

            	
              Any
                nondeductible Employee voluntary contributions under any other defined
                contribution plan, to the extent they would reduce the excess amount
                will
                be returned to the Participant.

            


    

    


    
      	 	
              2.

            	
              Any
                unmatched Employee salary deferrals under a cash or deferred arrangement
                within the meaning of Code section 401(k), to the extent they would
                reduce
                the excess amount will be returned to the Participant. To the extent
                necessary to further reduce the excess amount, all salary deferrals
                under
                a cash or deferred arrangement within the meaning of Code section
                401(k),
                whether or not there was a corresponding matching contribution, will
                be
                returned to the Participant.

            


    

    


    
      	 	
              3.

            	
              If
                the sum of the Annual Additions to a Participant's Accounts, in all
                plans,
                considered as one (1), would exceed said limitations, and in the
                event
                that the return to a Participant of the Participant's contributions
                under
                the preceding paragraphs should still fail to alleviate such excess
                amount, then the amount of such excess shall be reallocated in the
                profit
                sharing plan of the Employer then in the defined contribution pension
                plan
                (or if more than one (1) defined contribution pension plan, in the
                order
                selected by the Company).

            


    

    


    
      	 	
              B.

            	
              The
                otherwise permissible Annual Additions for any Participant under
                this Plan
                may also be further reduced to the extent necessary as determined
                by the
                Company, to prevent disqualification of benefits payable to Participants
                who also may be participating in another tax-qualified pension, profit
                sharing, savings or stock bonus plan of the Employer. The Employer
                shall
                advise affected Participants of any additional limits on their Annual
                Additions required by the
                foregoing.

            


    

    


    
      	 	
              C.

            	
              Any
                excess amounts attributed to this Plan shall be held in the Limitation
                Account and reallocated in the next Limitation Year to all of the
                Participants in the Plan. The excess amounts must be used to reduce
                Employer Contributions for the next Limitation Year (and succeeding
                Limitation Years, as necessary) for all of the Participants in the
                Plan,
                such excess amounts may not be distributed to Participants or former
                Participants.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      VI - VESTING OF ACCOUNTS

     

    
      	
              6.1

            	
              Accelerated
                Vesting.

            


    

    


    The
      value
      of a Participant's Account shall become fully vested when the Participant
      attains his Normal Retirement Age while an Employee, or upon his Separation
      From
      Service by reason of death.

    


    
      	
              6.2

            	
              Regular
                Vesting.

            


    

    


    Except
      as
      otherwise provided in this article, a Participant's Account shall become vested
      in accordance with the following schedule:

    

      
        	
                Years
                  of

                Service

              	
                Vested

                Percentage

              
	
                Less
                  than 3

              	
                0%

              
	
                3

              	
                20%

              
	
                4

              	
                40%

              
	
                5

              	
                60%

              
	
                6

              	
                80%

              
	
                7
                  or
                  more

              	
                100%

              


      

    

     

    
      	
              6.3

            	
              Years
                Of Service.

            


    

    


    A. An
      Employee shall be credited with Years Of Service as follows:

    


    
      	 	
              1.

            	
              An
                Employee shall be credited with one (1) Year of Service for each
                Vesting
                Computation Period in which an Employee performs one thousand (1,000)
                Hours of Service.

            


    

    


    
      	 	
              2.

            	
              An
                Employee who is absent from work for maternity or paternity leave
                shall be
                credited for purposes of this article with Service as described in
                the
                Service article from the date she was first absent from work to the
                earlier of the anniversary of that date or the date she again performs
                an
                Hour of Service for the Company.

            


    

    


    
      	 	
              3.

            	
              If
                an Employee Terminates Employment prior to his earning any vested
                percentage, once the Participant has incurred five (5) consecutive
                Breaks
                in Service, his Service prior to such Separation From Service shall
                be
                disregarded for vesting purposes in the event of a return to
                Service.

            


    

    


    
      	 	
              4.

            	
              In
                the case of an Employee who incurs a Break in Service followed by
                a return
                to Service, Service prior to the Break in Service shall be excluded
                for
                purposes of vesting in the Account established after he has returned
                to
                Service until he has completed one (1) Year of Service subsequent
                to his
                return to Service.

            


    

    


    
      	 	
              5.

            	
              In
                the case of an Employee who has five (5) consecutive Breaks in Service
                followed by a return to Service, all Years of Service after such
                Break in
                Service shall be disregarded for purposes of determining the vested
                percentage of the Participant's Company Account attributable to
                allocations made for Plan Years prior to such break in
                Service.

            


    

    


    
      	
              6.4

            	
              Forfeitures.

            


    

    


    The
      forfeiture of that portion of a Participant's Account in which the Participant
      is not vested shall occur on the earlier of:

    


    
      	 	
              A.

            	
              The
                last day of the Plan Year next following, or coincident with, the
                distribution of the entire Vested portion of the Participant's Account;
                or

            


    

    


    
      	 	
              B.

            	
              The
                last day of the Plan Year in which the Participant incurs five (5)
                consecutive one (1) year Breaks In
                Service.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    If
      the
      Participant had no Vested Account at the time of the Participant's Termination
      Of Employment, the preceding sentence shall apply as if a distribution of the
      Participant's Account occurred on the date of the Participant's Termination
      Of
      Employment. If the Participant has been reemployed prior to the time of
      forfeiture, no forfeiture shall occur.

    


    
      	 	
              A.

            	
              If
                a
                distribution was made to the Participant of less than his entire
                vested
                interest, his Account shall be recredited as of his reemployment
                date to
                his Account which contains any undistributed vested amount if he
                repays
                the full amount of the prior distribution before the date on which
                he
                would otherwise have incurred five (5) consecutive Breaks in Service.
                If
                the Participant does not fully repay the prior distribution within
                such
                period, only that portion of his Account determined as follows (and
                including both his restored Participant suspense account and any
                undistributed vested interest) shall be recredited on that
                date:

            


    

    


    Recredited
      Amount = AB(UV/V)

    


    For
      purposes of applying this formula, AB is the total Account balance at the
      Participant's date of Separation From Service, UV is the undistributed vested
      interest and V is the amount of the vested Account balance at the Participant's
      date of Separation From Service.

    


    
      	 	
              B.

            	
              If
                the former Participant has not received a complete distribution of
                his
                vested interest (by election, or otherwise), the unvested amount
                of his
                Account shall be held in a Participant suspense account until he
                incurs
                five (5) consecutive Breaks in Service. Such amounts shall then be
                forfeited and allocated as of the next Valuation Date in the manner
                provided in the Allocation To Accounts article.


            


    

    


    
      	 	
              C.

            	
              Participant
                suspense accounts shall share in the allocation of Trust income or
                loss on
                every Valuation Date unless forfeited on or prior to such
                date.

            


    

    


    
      	 	
              D.

            	
              Forfeitures
                which are allocable as of a given Valuation Date shall be added to
                the
                Company's discretionary Contribution for such year and allocated
                as of
                such date to the Accounts of then Eligible Participants as provided
                in
                Allocations To Account article.

            


    

    


    
      	 	
              E.

            	
              If
                a
                portion of a Participant's Account is forfeited, Qualifying Employer
                Securities allocated under the Allocation Of Contributions And Forfeitures
                article must be forfeited only after other assets. If interests in
                more
                than one (1) class of Qualifying Employer Securities have been allocated
                to a Participant's Account, the Participant must be treated as forfeiting
                the same proportion of each such class. If a distribution of Qualifying
                Employer Securities is made from a Participant's Account, the Participant
                will receive a proportional distribution of each such class of Qualifying
                Employer Securities.

            


    

    


    
      	 	
              F.

            	
              If
                a
                former Participant who has suffered a forfeiture in accordance with
                the
                preceding paragraph is reemployed as an Employee by the Company and
                repays
                to the Plan all money distributed from his Account prior to the date
                he
                would otherwise have incurred five (5) consecutive Breaks in Service,
                any
                amounts so forfeited (unadjusted for any increase or decrease in
                the value
                of Trust assets subsequent to the Valuation Date on which the forfeiture
                occurred) shall be reinstated to the Participant's Account within
                a
                reasonable time after such repayment. Such reinstatement shall be
                made
                from Forfeitures of Participants occurring during the Plan Year in
                which
                such reinstatement occurs to the extent such Forfeitures are attributable
                to Contributions by the same Company and earnings on such Contributions;
                provided, however, if such Forfeitures are not sufficient to provide
                such
                reinstatement, the reinstatement shall be made from the current year's
                Contribution by the Company to the Plan. A former Participant who
                was
                deemed cashed out due to having a zero (0) nonforfeitable portion
                of his
                Account will be restored in his Account balance if reemployed prior
                to the
                date he would have incurred five (5) consecutive Breaks in
                Service.

            


    

    


    
      	
              6.5

            	
              Divestment.

            


    

    


    Except
      as
      provided under the Forfeitures article, the Reduction For Other Pension Plan
      Contributions article and the Alienation And QDROs article a Participant's
      vested rights shall not be subject to divestment for any reason.

    


    
      	
              6.6

            	
              Absence
                Of Participant.

            


    

    


    If,
      according to the records of the Plan, all or a portion of a Participant's vested
      Account becomes payable under the Distributions article, and the Participant
      or
      his Beneficiary has not made a claim for benefits, and the Administrative
      Committee, after a reasonable search, cannot locate the Participant or his
      Beneficiary, the vested Account shall be forfeited and reallocated in accordance
      with the Allocation To Accounts article on the day the Participant incurs a
      Break in Service, or such later date as the Administrative Committee may
      determine. If the Participant or his Beneficiary subsequently presents a valid
      claim for benefits to the Administrative Committee, the Administrative Committee
      will reinstate the amount of the vested Account balance that had been forfeited,
      unadjusted by any gains or losses attributable to such amount.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              6.7

            	
              No
                Reduction In Vesting.

            


    

    


    An
      individual who was a Participant immediately preceding the effective date of
      any
      subsequent amendment to this Plan and Trust Document or a Participant in a
      predecessor plan by merger, shall have the choice of having his vested
      percentage in such plan's or former plan's Account balance determined by the
      terms of such plan immediately prior to such amendment or merger if such
      provisions would provide a greater vested percentage at any relevant time in
      such Account balance.

    


    
      	
              6.8

            	
              Amendments
                To Vesting Schedule.

            


    

    
      
         

        
          	 	
                  A.

                	
                  Election
                    Of Prior Vesting
                    Schedule.

                


        

      

    

    


    If
      the
      Plan's vesting schedule is amended or if the Plan is amended in any way that
      directly or indirectly affects the computation of a Participant's nonforfeitable
      percentage, or if the Plan is deemed amended by an automatic change to or from
      a
      Top-Heavy Plan vesting schedule, each Participant with at least three (3) Years
      Of Service with the Employer may elect within a reasonable period (described
      in
      the Election Period paragraph, below) after the adoption of the amendment or
      change, to have such Participant's nonforfeitable percentage computed under
      the
      Plan without regard to such amendment or change.

     

    
      
        
          	 	
                  B.

                	
                  Election
                    Period.

                


        

      

    

     

    The
      election period shall begin when the Plan amendment is adopted, and end on
      the
      latest of the following dates:

    


    1. The
      date
      which is sixty (60) days after the date on which the Plan amendment is
      adopted;

    


    2. The
      date
      which is sixty (60) days after the Plan amendment becomes effective;
      or

     

    
      3.
The
        date
        which is sixty (60) days after the day on which the Participant is issued
        written notice of the Plan amendment by the Employer or the Plan
        Administrator.

    

     

    
      
        
          
            	 	
                    C.

                  	
                    Service
                      Requirements.

                  


          

        

      

    

     

    A
      Participant shall be considered to have completed three (3) Years Of Service
      if
      the Participant has completed three (3) Years Of Service prior to the expiration
      of the election period.

     

    
      
        
          
            
              	 	
                      D.

                    	
                      Election
                        Only By
                        Participant.

                    


            

          

        

      

       

    

    The
      election is available only to an individual who is a Participant in the Plan
      at
      the time the election is made. 

     

    
      
        
          
            
              
                	 	
                        E.

                      	
                        Irrevocable
                          Election.

                      


              

            

          

        

         

      

    

    Such
      election shall be irrevocable.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        
          
            
              
                
                  	 	
                          F.

                        	
                          No
                            Effect On Vested
                            Rights.

                        


                

              

            

          

           

        

      

    

    Such
      amendment shall not reduce the Vested percentage of a Participant's Account
      under the preamendment vesting schedule as of the later of the date on which
      such amendment is adopted or the effective date of such amendment.

     

    ARTICLE
      VII - TOP-HEAVY PLAN RULES

     

    
      	
              7.1

            	
              Special
                Definitions.

            


    

    


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

     

    A. "Affiliated
      Employer" means with respect to an Employer:

    


    
      	 	
              1.

            	
              Any
                corporation which is a member of a controlled group of corporations
                (as
                defined in Code section 414(b)) which includes the
                Employer;

            


    

    


    
      	 	
              2.

            	
              Any
                trade or business (whether or not incorporated) which is under common
                control (as defined in Code section 414(c)) with the
                Employer;

            


    

    


    
      	 	
              3.

            	
              Any
                organization (whether or not incorporated) which is a member of an
                affiliated service group (as defined in Code section 414(m)) which
                includes the Employer; and

            


    

    


    
      	 	
              4.

            	
              Any
                other entity required to be aggregated with the Employer pursuant
                to the
                Treasury regulations under Code section
                414(o).

            


    

    


    
      	 	
              B.

            	
              "Required
                Aggregation Group" means each qualified plan of the Employer in which
                at
                least one (1) Key Employee is a participant, in the Plan Year containing
                the Determination Date or any of the four (4) preceding Plan Years,
                and
                each other plan of the Employer which enables any plan of the Employer
                in
                which a Key Employee is a participant to meet the requirements of
                either
                Code section 401(a)(4) or Code section 410. A terminated qualified
                plan
                shall be aggregated with other plans of the Employer if the terminated
                plan was maintained within the last five (5) years ending on the
                Determination Date and would, but for the fact that it terminated,
                be part
                of a Required Aggregation Group.

            


    

    


    
      	 	
              C.

            	
              "Permissive
                Aggregation Group" means the Required Aggregation Group and any plan
                of
                the Employer which is not in the Required Aggregation Group but which
                the
                Employer elects as included in the Required Aggregation Group; provided,
                however, that the resulting group, taken as a whole, would continue
                to
                meet the requirements of both Code section 401(a)(4) and Code section
                410.

            


    

    


    
      	 	
              D.

            	
              "Determination
                Date" with respect to any Plan Year means the last day of the preceding
                Plan Year; provided that in the case of the first Plan Year of the
                Plan,
                the term shall mean the last day of the first Plan Year. If the Company
                maintains two (2) or more qualified plans which have different Plan
                Years
                and which must be either aggregated or are allowed to be aggregated
                when
                determining top-heaviness pursuant to this Plan, the Determination
                Date to
                be used for this Plan for aggregation purposes shall be the Determination
                Dates of all such other plans required or permitted to be
                aggregated.

            


    

     

    
      	
            	
              E. 

            	
              Top-Heavy
                Plan.

            


      
         

      

    

    "Top-Heavy
      Plan" means the Plan for a Plan Year if, as of the Determination Date, the
      aggregate of the Accounts of Key Employees exceeds sixty percent (60%) of the
      aggregate of the Accounts of all Employees under this Plan and any Plan of
      an
      Aggregation Group.

    


    
      	
              7.2

            	
              Top-Heavy
                Status.

            


    

    


    A
      determination shall be made each Plan Year as to whether the Plan is a Top-
      Heavy Plan for such Plan Year as follows:

    


    
      	 	
              A.

            	
              The
                Plan shall be a Top-Heavy Plan for any Plan Year if, as of the
                Determination Date, the aggregate of the accounts of the Key Employees
                under this Plan and any plan of an Aggregation Group, exceeds sixty
                percent (60%) of the aggregate of the accounts of all Employees under
                this
                Plan and any Plan of an Aggregation
                Group.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              B.

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

            


    

    


    
      	 	
              C.

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

            


    

    


    If
      the
      Plan is adopted by more than one Employer and the adopting Employers are not
      all
      Affiliated Employers, then in accordance with Treasury regulations section
      1.416-1, Question and Answer G-2, the top-heavy plan requirements of Code
      section 416 and this Top-Heavy Plan Rules article shall be applied with respect
      to each individual Employer (or a group of Employers that are treated as a
      single Employer pursuant to Code section 414(b), 414(c), 414(m), or
      414(o)).

    


    
      	
              7.3

            	
              Benefits
                Taken Into Account.

            


    

    


    For
      purposes of determining Accounts under this article, the present value of the
      accrued benefits and the amounts of Account balances of an Employee as of the
      Determination Date shall be increased by the distributions made with respect
      to
      the Employee under the Plan and any plan aggregated with this Plan under Code
      section 416(g)(2) during the one (1) year period ending on the Determination
      Date. The preceding sentence shall also apply to distributions under a
      terminated plan which, had it not been terminated, would have been aggregated
      with the Plan under Code section 416(g)(2). In the case of a distribution made
      for a reason other than Separation From Service, death or Disability, this
      provision shall be applied by substituting five (5) year period for one (1)
      year
      period. The accrued benefits and Accounts of any individual who has not
      performed services for the Employer during the one (1) year period ending on
      the
      Determination Date shall not be taken into account.

    


    
      	
              7.4

            	
              Top-Heavy
                Plan Contribution Limitation.

            


    

    


    For
      any
      Plan Year during which the Plan is a Top-Heavy Plan, a contribution, as
      determined under this article, shall be made on behalf of each Eligible
      Participant who is not a Key Employee, regardless of whether such Employee
      has
      less than one thousand (1,000) Hours of Service, and shall not be less than
      the
      lesser of:

    


    
      	 	
              A.

            	
              Three
                percent (3%) of the total compensation paid or accrued to such Employee
                as
                stated on such Employee's W-2 for the Plan Year;
                or

            


    

    


    
      	 	
              B.

            	
              The
                highest percentage of total compensation (as defined in the Allocation
                Of
                Contributions And Forfeitures article, as limited by Code section
                401(a)(17), or such other amount as may be established by the Treasury
                Regulations under Code section 415(d)) allocated during the Plan
                Year on
                behalf of any Key Employee in the
                aggregate:

            


    

     

    
      
        	 	
                1.

              	To
                his Company Stock Account and General Account under this Plan;
                and

 

    

    
      	 	
              2.

            	
              To
                his Company account under all other defined contribution plans to
                the
                extent required by applicable law and regulations; maintained by
                the
                Company in which a Key Employee is a
                participant.

            


    

    


    
      	 	
              C.

            	
              The
                minimum benefit requirement of an Employer contribution consisting
                of
                three percent (3%) of compensation shall be met by Contributions
                to this
                Plan.

            


    

    


    For
      purposes of this article, all defined contribution plans required to be included
      in an Aggregation Group shall be treated as one (1) plan.

    


    The
      rules
      of this article shall not apply to any plan required to be included in an
      Aggregation Group if the plan enables a defined benefit plan to meet the
      requirements of Code sections 401(a)(4) or 410.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

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

    


    
      	
              7.5

            	
              Top-Heavy
                Vesting.

            


    

    


    
      	 	
              A.

            	
              For
                any Plan Year in which the Plan is a Top-Heavy Plan, a Participant's
                entire Account attributable to Company Contributions shall be vested
                in
                accordance with the following vesting schedule if such schedule results
                in
                greater vested percentage at any relevant
                time:

            


    

     

    
      
        	
                Years
                  of

                Service

              	
                Vested

                Percentage

              
	
                Less
                  than 2

              	
                0%

              
	
                2

              	
                20%

              
	
                3

              	
                40%

              
	
                4

              	
                60%

              
	
                5

              	
                80%

              
	
                6
                  or
                  more

              	
                100%

              


      

    

     

    
      
        	 	
                B.

              	
                In
                  the event the Plan ceases to be a Top-Heavy Plan in any subsequent
                  Plan
                  Year:

              

 

    

    
      	 	
              1.

            	
              For
                any Participant with three (3) Years of Service as of the last day
                of the
                first Plan Year in which the Plan is no longer a Top-Heavy Plan,
                the
                vesting schedule in the Top-Heavy Vesting article shall apply to
                such
                Participant's entire Company Account for such Plan Year and for each
                subsequent Plan Year if such schedule results in a greater vested
                percentage at any relevant time than the percentage otherwise applicable
                under the Regular Vesting article;
                and

            


    

    


    
      	 	
              2.

            	
              For
                all Participants, the vesting schedule in the Regular Vesting article
                shall apply to the portion of such Participant's Company Account
                which is
                attributable to amounts allocated as of such nonTop-heavy Plan Year
                and
                for each subsequent Plan Year until the Plan again becomes a Top-Heavy
                Plan; provided, however, that in no event shall such a Participant's
                vested percentage for the portion of the Company Account attributable
                to
                amounts contributed during or prior to a top-heavy Plan Year be less
                than
                the applicable percentage for the last Plan Year that the Plan was
                a
                Top-Heavy Plan.

            


    

    


    
      	 	
              C.

            	
              The
                Administrative Committee shall maintain records sufficient to account
                for
                those portions of a Participant's Account which are attributable
                to
                allocations made for Plan Years during which the Plan is a Top-Heavy
                Plan
                and during which the Participant is a Key Employee or during which
                the
                Participant is a Five Percent (5%) Owner of the Company and for the
                vested
                percentages applicable to any portion of Participant's
                Account.

            


    

     

    ARTICLE
      VIII - ALLOCATION OF TRUST INCOME OR LOSS

     

    


    
      	
              8.1

            	
              Allocation
                At Valuation Date.

            


    

    


    As
      of each
      Valuation Date and prior to any allocation of Contributions and Forfeitures
      to
      be made as of such date, the net income or loss of the General Trust Fund and
      the Company Stock Fund since the preceding Valuation Date, including net Company
      Stock appreciation or depreciation, shall be allocated to each Participant's
      or
      Inactive Participant's Account and to each Participant suspense account held
      pursuant to the Vesting Of Accounts article in the ratio that the value, as
      of
      the preceding Valuation Date, of each such Account held in the General Trust
      Fund or the Company Stock Fund, respectively, bears to the value, as of the
      preceding Valuation Date, of all such Accounts invested in the General Trust
      Fund or the Company Stock Fund respectively. The Administrative Committee shall
      determine the net income or loss based on a statement from the Trustee(s) of
      the
      receipts and disbursements of the fund since the preceding Valuation Date and
      of
      the fair market value of the fund as of the Valuation Date. The Administrative
      Committee shall adopt equitable procedures to establish a proportionate
      crediting of Trust income or loss to those portions of Participants' Accounts
      which have been contributed by or paid to Participants in the interim period
      since the preceding Valuation Date. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Dividends
      on Company Stock held in a Participant's Account shall be allocated to that
      Participant's General Account or Company Stock Account in cash or in shares
      of
      Company Stock. Cash dividends on unallocated shares of Company Stock used to
      make payments on an exempt loan shall be allocated in accordance with the
      provisions of the Allocation To Accounts article and by relative prior Account
      balances. Cash dividends attributable to unallocated shares of Company Stock
      (not used to make payments on an exempt loan), including Stock acquired with
      an
      exempt loan and held in a Suspense Account, shall be allocated among all General
      Accounts in the General Trust Fund. A minimum of Company Stock with a fair
      market value equal to the amount of cash dividends paid on allocated shares
      of
      Company Stock used to make payments on an exempt loan shall be allocated to
      Participant's Accounts. Any dividends may, in the sole discretion of the
      Administrative Committee, be distributed to the Participants or used to repay
      any exempt loan properly obtained to acquire Company Stock.

    


    For
      any
      year for which the Company has elected to be treated as an S Corporation for
      federal income tax purposes under the Code, S Corporation distributions on
      Company Stock held in a Participant's Account shall be allocated to that
      Participant's General Account or Company Stock Account in cash or in shares
      of
      stock in relation to proportion to the shares in the Participant's Company
      Stock
      Account on which such distributions were paid. Cash distributions on unallocated
      shares of Company Stock used to make payments on an exempt loan shall be
      allocated in accordance with the Allocation To Accounts article by relative
      prior Company Stock Account balances and then applied to make payments on the
      exempt loan. Shares released from suspense due to the payment of such cash
      against the exempt loan shall be allocated to the Company Stock Accounts in
      proportion the prior balances in the Company Stock Accounts. Cash distributions
      attributable to unallocated shares of Company Stock not used to make payments
      on
      an exempt loan, including Company Stock acquired with an exempt loan and held
      in
      a Suspense Account, shall be allocated among all General Accounts in the General
      Trust Fund. Any distributions may, in the sole discretion of the Trustee(s),
      be
      retained and invested in the Trust Fund (in Company Stock or other investments),
      or used to acquire additional shares of Company Stock, from the Company or
      from
      any other person, including a party in interest, to the extent in accordance
      with the terms of this Plan and ERISA, generally, or used to repay any exempt
      loan properly obtained to acquire Company Stock, in accordance with the Treasury
      Regulations under Code section 4975.

    


    
      	
              8.2

            	
              Limitation
                And Suspense Accounts.

            


    

    


    Amounts
      held in Limitation Accounts established pursuant to the Allocation Of
      Contributions And Forfeitures article shall not share in General Trust Fund
      income or loss. Amounts held in Participant suspense accounts pursuant to the
      Vesting Of Accounts article shall share in General Trust Fund income or loss
      on
      every Valuation Date unless forfeited on or prior to such date.

    


    
      	
              8.3

            	
              Separate
                Valuation.

            


    

    


    The
      portion of any Participant's Account invested on a segregated basis as provided
      in this Plan shall be valued separately on each Valuation Date and the net
      income or loss allocated to such Account shall be based on the property,
      including income, gain, loss and/or other change in value of the property
      constituting such portion of the Account.

    


    
      	
              8.4

            	
              Valuation
                Of Trust Fund.

            


    

    


    The
      Trust
      Fund, including all segregated investments, shall be valued as of the last
      day
      of each Plan Year and on any other special supplemental date or dates determined
      by the Trustee(s) to be prudent and necessary for the Trustee(s) to value the
      Trust Fund. The Trustee(s) shall determine the fair market value of the Trust
      Fund, including both the General Trust Fund and the Company Stock Fund. If
      requested by the Trustee(s) under the provisions of Accounting article, the
      Administrative Committee may consult with the Trustee(s) in determining the
      fair
      market value of the Trust Fund, including that portion invested in Company
      Stock, on the basis of the Fund's fair market value. If the Company Stock is
      not
      readily tradable on an established market or is restricted in its trading,
      fair
      market value shall be determined by a qualified independent appraiser meeting
      requirements similar to those contained in Treasury Regulations under Code
      section 170(a)(1). The Trustee(s) may rely on such valuation of the Company
      Stock as may be determined by a qualified, independent appraiser.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      IX - PARTICIPANTS' ACCOUNTS

     

    
      	
              9.1

            	
              Accounts.

            


    

    


    The
      Administrative Committee shall maintain separate Accounts for each Participant.
      Each Participant's Account shall reflect the amounts allocated thereto and
      distributed therefrom and such other information that affects the value of
      such
      Account pursuant to this Plan.

    


    
      	
              9.2

            	
              Value
                Of Accounts.

            


    

    


    The
      value
      of a Participant's Account on any date shall be its value as determined on
      the
      coincident or next preceding Valuation Date, plus any Contributions or other
      amounts subsequently credited thereto, and less any distributions subsequently
      made therefrom; provided that with respect to any Account or portion thereof
      invested on a segregated basis, the value shall be the current fair market
      value, including any income or loss, of the property constituting such
      segregated Account. The Administrative Committee may maintain records of
      Accounts to the nearest whole dollar and to the nearest one-hundredth (1/100th)
      of a share of Company Stock.

    


    
      	
              9.3

            	
              Statement
                Of Account.

            


    

    


    As
      soon as
      practicable after the end of each Plan Year, the Administrative Committee shall
      furnish a statement of Account to each Participant. Values shall be reported
      as
      determined as of the last day of the Plan Year. Upon the discovery of any error
      or miscalculation in an Account, the Administrative Committee shall correct
      the
      error or miscalculation, to the extent administratively feasible, and as soon
      as
      administratively feasible. Statements to Participants are for reporting purposes
      only. No statement of allocation, valuation or balances shall vest any right
      or
      title in any part of the Trust Fund nor require any segregation of Trust assets,
      except as specifically provided in this Plan document.

     

    ARTICLE
      X - DISTRIBUTIONS

     

    
      	
              10.1

            	
              Benefits
                From Trust.

            


    

    


    Benefits
      under the Plan shall be distributed solely from the Trust. The Company shall
      have no liability or responsibility for benefit distributions. Distribution
      of
      benefits shall be limited to those portions of a Participant's vested Account
      as
      provided in the Vesting Of Accounts or Amendment, Termination And Merger
      articles. Distributions shall only be made on or after a Participant's
      Termination of Employment if and as required upon attaining age seventy and
      one-half (70- 1/2) under Code section 401(a)(9) and Treasury regulations
      thereunder, or the termination of the Plan.

    


    
      	
              10.2

            	
              Form
                Of Distribution.

            


    

    


    
      	 	
              A.

            	
              For
                any years during which the Company does not elect to be treated as
                an S
                Corporation for federal income tax purposes under the Code, distributions
                of a Participant's Company Stock Account shall be made entirely in
                whole
                shares of Company Stock, with the value of any fractional share being
                paid
                in cash. If the Participant elects to receive a distribution of the
                Participant's General Account in Company Stock, it shall be used
                to
                acquire whole shares of Company Stock for the Participants' Company
                Stock
                Account, to the extent such shares are available within the Trust,
                with
                the value of any fractional share being paid in cash. However, if
                the
                charter of the Company restricts the ownership of all outstanding
                Company
                Stock to Employees or to a trust under Code section 401(a), the
                Administrative Committee may determine that distributions to a Participant
                in a Plan Year shall be made entirely in cash, or in stock with immediate
                repurchase by the Employer or the ESOP pursuant to the Put Option
                article.
                This article is subject to the Diversification article of the
                Plan.

            


    

    


    
      	 	
              B.

            	
              For
                any year for which the Company has elected to be treated as an S
                Corporation for federal income tax purposes under the Code, distribution
                of a Participant’s Account, including his Company Stock Account, shall be
                made entirely in cash. Any balance in the Participant's Account held
                in
                shares of Company Stock for distribution shall first be liquidated,
                at
                fair market value within the Trust, with the value of the account
                distributed in cash, by redemption by the Company from the Trust,
                or by
                distribution in kind with immediate and simultaneous repurchase by
                the
                Company from the Distributee or his or her Individual Retirement
                Account.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              C.

            	
              Distributions
                shall be made by the Trustee(s) according to the directions of the
                Administrative Committee. The Administrative Committee shall have
                the
                authority to direct the distributions according to the terms and
                conditions of the Plan. A Participant or Beneficiary shall have the
                right
                to file a claim for benefits under the Claims article. Distributions
                shall
                be made in cash, kind or in a combination of both as provided elsewhere
                in
                this Form Of Distribution article.

            


    

    


    
      	 	
              D.

            	
              The
                Company retains the power and discretion, pursuant to Code section
                411(d)(6)(C), to amend the distribution forms and options in a
                nondiscriminatory fashion.

            


    

    


    
      	
              10.3

            	
              Undistributed
                Amounts Upon Death.

            


    

    


    The
      vested
      portion of any Participant's Account which remains undistributed at his death
      shall be distributed to the Participant's Beneficiary in accordance with the
      directions of the Administrative Committee as provided in this article unless
      the Participant has designated, and the Administrative Committee approved,
      an
      alternative method of distribution.

    


    
      	
              10.4

            	
              Deferred
                Cash Distributions.

            


    

    


    Where
      the
      distribution of all or any portion of a Participant's Account is to be deferred
      and distributed in the form of cash, the vested portion shall continue to be
      held and invested as an Account of the Trust subject to revaluation as provided
      in the Allocations Of Trust Income Or Loss article; provided, however, that
      at
      the discretion of the Administrative Committee or the written request of a
      Participant or his Beneficiary, it shall be transferred to an insured savings
      account, to a certificate of deposit or to other similar investments. Interest
      shall be determined according to the rules governing savings accounts,
      certificates of deposit and similar instruments and shall be credited to such
      Participant's Account. Savings accounts, certificates of deposit and other
      similar instruments shall be part of this Trust and shall be subject to all
      the
      provisions hereof.

    


    
      	
              10.5

            	
              Deferred
                Non-Cash Distribution.

            


    

    


    Where
      the
      distribution of all or any portion of a Participant's vested interest is
      deferred and is to be distributed in a form other than cash, such vested
      interest shall continue to be held as an Account of the Trust subject to
      revaluation as provided in the Allocations Of Trust Income Or Loss article.
      Such
      property shall thereafter be held for distribution in the manner designated
      by
      the Administrative Committee. Such Accounts shall continue as part of the Trust
      and be subject to all the provisions hereof, and such Accounts shall share
      in
      the allocation of Trust income or loss as provided in the Allocations Of Trust
      Income Or Loss article.

    


    
      	
              10.6

            	
              Distribution
                To Minor Or Incompetent Person.

            


    

    


    In
      case of
      any distribution to a minor or to a legally incompetent person, the
      Administrative Committee may direct the Trustee(s) that the same be made for
      the
      benefit of such person directly to such person, his legal representative or
      a
      near relative of such person or that the Trustee(s) shall use the same directly
      for the support, maintenance, or education of such person. The Trustee(s) shall
      not be required to monitor or direct the application by any third (3rd) party
      of
      any distributions made pursuant to this article.

    


    
      	
              10.7

            	
              Right
                Of First Refusal.

            


    

    


    All
      shares
      of Company Stock distributed by the Trustee(s), except those that are publicly
      traded, shall be subject to a "Right of First Refusal." Such Right of First
      Refusal shall provide that, prior to any subsequent transfer, the shares must
      first be offered by written offer to the Company and Trust in any order of
      priority. In the event that the proposed transfer constitutes a gift or other
      transfer at less than fair market value, the Administrative Committee shall
      so
      advise the Trustee(s) and the price per share shall be determined by the
      Trustee(s) as of the most recent Valuation Date; or in the case of a transaction
      between the Plan and a disqualified person as defined in Code section
      4975(e)(2), as of the date of the transaction. In the event of a proposed
      purchase by a prospective, bona fide purchaser, the offer to the Trust shall
      be
      at the greater of fair market value, as determined above by the Administrative
      Committee, or at the price offered by the prospective, bona fide purchaser.
      The
      Trust may accept the offer at any time during a period not exceeding fourteen
      (14) days after the security holder gives written notice to the Trustee(s)
      that
      an offer by a third (3rd) party to purchase the Company Stock has been received
      or that a transfer of any kind will occur.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              10.8

            	
              Put
                Option.

            


    

    


    
      	 	
              A.

            	
              For
                any years during which the Company has not elected to be treated
                as an S
                Corporation for federal income tax purposes under the Code, a Participant,
                or Beneficiary who receives Company Stock shall be granted (at the
                time
                that such shares of Company Stock so acquired are distributed to
                him) an
                option to sell, or "put" the shares, or any part of them, to the
                Company,
                unless prohibited by state or federal law. However, the Trust shall
                have
                the option, but in no event the responsibility, to assume the rights
                and
                obligations of the Company at the time the Put Option is exercised.
                In the
                event that state or federal law precludes the Company from honoring
                the
                put, then the Board, collectively, or the Board, individually, shall
                have
                the option to honor the put unless the Trust exercises its option
                to do
                so. The Put Option shall provide that, for a period of sixty (60)
                days
                after such shares of Company Stock are distributed to a Participant
                or
                Beneficiary, and, if the Put Option is not exercised within the sixty
                (60)
                day period, for an additional period of sixty (60) days in the next
                following Plan Year (beginning no earlier than six (6) months from
                the
                first date of the original Put Option period), the security holder
                shall
                have the right to have the Company and/or the Trust (as the put may
                specify) purchase the shares at their fair market value. For purposes
                of
                this article, fair market value shall be based on the fair market
                value of
                Company Stock as determined as of the Valuation Date coinciding with
                or
                immediately preceding the date of exercise or, in the case of a
                transaction between the Plan and a disqualified person as defined
                in Code
                section 4975(e)(2), as of the date of the transaction. The terms
                of the
                payment for the purchase of such shares of Company Stock shall be
                set
                forth in the put, and may be either in a lump sum payment or in up
                to five
                (5) substantially equal annual installments if the shares were distributed
                in a lump sum (with adequate security and interest at a rate reasonable
                on
                the unpaid principal balance), as determined by the Company, or the
                Trustee(s) if the Company assigns the Put Option to the Trust. Payments
                under this Put Option article whether in a lump sum or in substantially
                equal annual payments shall begin not later than thirty (30) days
                after
                the exercise of the Put Option. The Put Option provided for in this
                article shall not be required with respect to shares of Company Stock
                which are readily tradable on an established market, nor shall such
                a Put
                Option be required if the Company is a bank (as defined in Code section
                581) which is prohibited by law from redeeming or purchasing its
                own
                securities.

            


    

    


    Except
      as
      otherwise provided in this article, a Participant may not be required to sell
      Company Stock to the Company or the Trust, nor may the Trustee(s) enter into
      an
      agreement which obligates the Trust to purchase Company Stock. Shares of Company
      Stock which are held or distributed by the Trustee(s) may be subject to
      restrictions on transferability as may be necessary to comply with applicable
      federal and state securities or banking laws. Other than such restrictions,
      and
      as provided in the Right Of First Refusal and Put Option articles, no shares
      of
      Company Stock held or distributed by the Trustee(s) may be subject to a put,
      call or other option or buy/sell or similar arrangement. The provisions of
      this
      article shall continue to apply to Company Stock even though:

    


    Qualifying
      Employer securities acquired with the proceeds of an exempt loan are fully
      paid
      for; or

    


    The
      Plan
      ceases to be an employee stock ownership plan as defined in Code section
      4975(e)(7).

    


    
      	
              10.9

            	
              Timing
                Of Distributions.

            


    

    


    
      	 	
              A.

            	
              If
                a
                Participant's vested Account at the Participant's Termination of
                Employment does not exceed five thousand dollars ($5,000), the entire
                amount of such vested Account shall be distributed in a lump sum
                as soon
                as administratively feasible after the end of the Plan Year in which
                the
                Participant's Termination of Employment occurs, regardless of whether
                the
                Participant has given consent, provided that any such mandatory
                distribution, as defined in Internal Revenue Code section 401(a)(31)(B)
                in
                excess of one thousand dollars ($1,000) shall be subject to the rollover
                requirements set forth in this subsection 10.9.A. In the event of
                a
                mandatory distribution in excess of one thousand dollars ($1,000)
                that is
                an Eligible Rollover Distribution, if the Distributee does not elect
                to
                have such distribution paid directly to an Eligible Retirement Plan
                specified by the Distributee in a Direct Rollover pursuant to Plan
                section
                10.11, or to receive the distribution directly, then the Committee
                shall
                pay the distribution in a Direct Rollover to an individual retirement
                account described in Code section 408(a) or an individual retirement
                annuity described in Code section 408(b) designated by the Committee.
                Neither the Company, the Committee nor the Trustee(s) shall be liable
                for
                penalties accruing to a Participant under applicable law or regulation
                as
                a result of a distribution to such Participant before the Participant
                attains age fifty-nine and one-half
                (59.).

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              B.

            	
              After
                attaining Normal Retirement Age, a Participant may elect to receive
                or
                defer the commencement of a distribution by providing the Committee
                with a
                written, signed notice specifying the date on which the distribution
                is to
                commence. In no event shall such distribution begin later than the
                sixtieth (60th) day after the last day of the Plan Year in which
                the
                Participant's Normal Retirement Age occurs, provided, however,
                that:

            


    

    


    
      	 	
              1.

            	
              No
                distribution method chosen by the Participant shall provide any payment
                in
                an amount less than that required under this article;
                and

            


    

     

    
      
        	 	
                2. 

              	
                Distributions
                  shall commence no later than:

              


      

    

    


    
      	 	
              a.

            	
              April
                1 of the calendar following the calendar year in which the Participant
                attains age seventy and one-half (70-1/2);
                or

            


    

    


    
      	 	
              b.

            	
              In
                the case of a Participant other than a Participant who is a Five
                Percent
                (5%) Owner with respect to the Plan Year ending in the calendar year
                in
                which the Participant attains age seventy and one-half (70-1/2),
                April 1
                of the calendar year following the calendar year in which the Participant
                retires.

            


    

    


    
      	 	
              C.

            	
              Distributions
                due to separation from Service due to death or Disability, for Account
                balances that exceed five thousand dollars ($5,000), will commence
                not
                later than one (1) year after the end of the Plan Year in which the
                Participant Terminates Employment.

            


    

    


    
      	 	
              D.

            	
              Distributions
                due to Termination of Employment prior to the Participant’s Normal
                Retirement Age, and other than due to Disability or death, for Account
                balances that exceed five thousand dollars ($5,000), will commence
                as soon
                as administratively feasible following the end of the Plan Year in
                which
                the Participant completes a one year Break in Service. Distributions
                scheduled to be paid under this article shall not commence if the
                Participant is reemployed by the Employer before distribution is
                otherwise
                required to be paid pursuant to this
                article.

            


    

    


    
      	 	
              E.

            	
              If
                any part of a Participant's Account balance is to be distributed
                to the
                Participant before the Participant's Normal Retirement Age, and such
                Participant's Account exceeds five thousand dollars ($5,000) (or
                such
                other amount as may be established by applicable law and regulation(s)),
                written consent of the Participant and if the Participant is married,
                consent of the spouse must be obtained by the Committee for all
                distributions.

            


    

    


    
      	 	
              F.

            	
              For
                distributions other than attaining the Normal Retirement Age, Disability
                or death, for any Plan Years during which the Company has not elected
                to
                be treated as an S Corporation for federal income tax purposes under
                the
                Code, the distributable Account balance of a Participant shall not
                include
                any Company Stock acquired with the proceeds of an exempt loan until
                after
                the end of the Plan Year in which such loan is repaid in
                full.

            


    

     

    
      
        	 	
                G.

              	For
                distributions on account of a Participant's
                death:


      

       

    

    
      	 	
              1.

            	
              If
                distribution of the Participant's vested Account has commenced under
                the
                provisions of this article to the Participant, and the Participant
                dies
                before receiving his entire vested Account; then the balance of the
                Participant’s undistributed Account shall continue to be distributed at
                least as rapidly as the method used at the Participant's date of
                death;
                and 

            


    

    


    
      	 	
              2.

            	
              If
                a
                Participant dies before distribution of his vested Account has commenced
                under the provisions of this article, then the undistributed vested
                Account shall begin to be distributed no later than one (1) year
                after the
                last day of the Plan Year in which the date of death occurs, and
                shall be
                completely distributed within five (5) years after the Participant’s
                death; and, provided further, that:

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              a.

            	
              If
                the Beneficiary is the deceased Participant's surviving spouse, such
                distributions shall commence no later than the date on which the
                Participant would have attained age seventy and one-half (70-1/2);
                and

            


    

    


    
      	 	
              b.

            	
              If
                such surviving spouse dies before distributions to such surviving
                spouse
                begin, the provisions of this article shall be applied as if the
                Participant’s spouse were the
                Participant.

            


    

    


    
      	 	
              3.

            	
              Any
                amount distributed to a child of a deceased Participant shall be
                treated
                as though paid to such Participant's surviving spouse if such amount
                will
                become payable to the surviving spouse when the child reaches majority
                (or
                such other event as may be designated under applicable
                regulations).

            


    

    


    
      	
              10.10

            	
              Distributions
                - General Provisions.

            


    

    


    
      	 	
              A.

            	
              If
                the form of distribution to a Participant includes periodic payments,
                such
                payments shall meet the following
                requirements:

            


    

    


    
      	 	
              1.

            	
              The
                present value of the periodic payments to be made to a Participant
                within
                the Participant's life expectancy shall be greater than fifty percent
                (50%) of the present value of the total of such payments to be made
                to the
                Participant and his Beneficiaries, determined as of the date such
                payments
                are to commence.

            


    

    


    
      	 	
              2.

            	
              The
                amount of the periodic payments shall be calculated to extend not
                beyond
                the life expectancy of the Participant or life expectancies of the
                Participant and his Beneficiary. For purposes of this computation,
                life
                expectancies may be redetermined, but not more frequently than annually,
                to the extent permitted by applicable law and
                regulation.

            


    

    


    
      	 	
              B.

            	
              If
                the amount of a distribution under this article cannot be determined
                by
                the date required for payment under this Distributions article, payment
                of
                benefits, retroactive to such date, shall begin no later than sixty
                (60)
                days after the earliest date on which the amount of the distribution
                can
                be determined.

            


    

    


    
      	 	
              C.

            	
              The
                vested portion of any Participant's Account which remains undistributed
                at
                his death shall be distributed to the Participant's Beneficiary in
                accordance with the directions of the Administrative Committee as
                provided
                in this article.

            


    

    


    
      	 	
              D.

            	
              With
                respect to distributions under the Plan made for calendar years beginning
                on or after January 1, 2003, the Plan will apply the minimum distribution
                requirements of Code section 401(a)(9) in accordance with the final
                Treasury Regulations under Code section 401(a)(9) that were published
                on
                April 16, 2002.

            


    

    


    
      	 	
              E.

            	
              By
                accepting payment of proceeds under this Plan, the Participant or
                the
                Participant's Beneficiary receiving the payment agrees that, in the
                event
                of overpayment, the Participant or the Participant's Beneficiary
                will
                promptly repay the amount of overpayment without interest; provided,
                that,
                if the Participant or the Participant's Beneficiary has not repaid
                the
                overpayment within thirty (30) days after notice, the Participant
                or the
                Participant's Beneficiary will also pay an amount equal to simple
                interest
                at the rate of ten percent (10%) per annum (or the highest rate allowable,
                if less) on the unpaid amount from the date of overpayment to the
                date of
                repayment, and in addition will pay all legal fees, court costs and
                the
                reasonable time value of the Trustee(s), Administrator or Employer,
                or any
                of their employees or agents, related to the collection of such
                overpayment.

            


    

     

    
      	
              10.11

            	
              Eligible
                Rollover Distributions.

            


       

      
        	
              	
                A.

              	
                Direct
                  Rollovers.

              


         

      

    

    A
      Distributee may elect, at the time and in the manner prescribed by the Plan
      Administrator, to have any portion of an Eligible Rollover Distribution paid
      directly to an Eligible Retirement Plan specified by the Distributee in a Direct
      Rollover.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
              	
                B.

              	
                Definitions.

              


         

      

    

    
      	 	
              1.

            	
              An
                "Eligible Rollover Distribution" is any distribution of all or any
                portion
                of the balance to the credit of the Distributee except that an Eligible
                Rollover Distribution does not include: (i) any distribution that
                is one
                (1) 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 (10) years or more; (ii) any distribution
                to the
                extent such distribution is required under Code section 401(a)(9);
                (iii)
                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 (iv) hardship
                withdrawals as defined in Code section 401(k)(2)(B)(i)(IV), which
                are
                attributable to the Participant's elective contributions under Treasury
                Regulation section 1.401(k)-
                1(d)(2)(ii).

            


    

    


    
      	 	
              2.

            	
              An
                "Eligible Retirement Plan" is an individual retirement account described
                in Code section 408(a), an individual retirement annuity described
                in Code
                section 408(b), an annuity plan described in Code sections 403(a)
                and
                403(b), a qualified trust described in Code section 401(a) or an
                eligible
                plan under Code section 457(b) which is maintained by a state, political
                subdivision of a state, or any agency or instrumentality of a state
                or
                political subdivision of a state and which agrees to separately account
                for amounts transferred into such plan from this Plan, that accepts
                the
                Distributee's Eligible Rollover Distribution. However, in the case
                of an
                Eligible Rollover Distribution to the surviving spouse, an Eligible
                Retirement Plan is an individual retirement account or individual
                retirement annuity. The definition of Eligible Retirement Plan shall
                also
                apply in the case of a distribution to a surviving spouse, or to
                a spouse
                or former spouse who is the alternate payee under a qualified domestic
                relation order, as defined in Code section
                414(p).

            


    

    


    
      	 	
              3.

            	
              A
                "Distributee" includes an Employee or former Employee. In addition,
                the
                Employee's or former Employee's surviving spouse and the Employee's
                or
                former Employee's spouse or former spouse who is the Alternate Payee
                under
                a qualified domestic relations order, as defined in Code section
                414(p),
                are Distributees with regard to the interest of the spouse or former
                spouse. 

            


    

    


    
      	 	
              4.

            	
              A
                "Direct Rollover" is a payment by the Plan to the Eligible Retirement
                Plan
                specified by the Distributee.

            


    

    


    
      	
              10.12

            	
              Other
                Rights And Options.

            


    

    


    
      	 	
              A.

            	
              The
                Company or Trustee(s) may offer to purchase any shares of Company
                Stock
                from a Participant (or Beneficiary) at the time of the distribution
                or at
                any time in the future.

            


    

    


    
      	 	
              B.

            	
              If
                the Beneficiary is to be paid a lump sum distribution qualified under
                Code
                section 402(e), the Plan Administrator shall cause the Trustee(s)
                to
                collect the proceeds of any contracts and pay them to the Beneficiary,
                together with a total distribution of all of the Participant's vested
                Account in a single tax year of the
                Beneficiary.

            


    

    


    
      	 	
              C.

            	
              Effective
                for Plan Years beginning after December 31, 1984, unless the Participant
                or the Participant's Beneficiary has made a valid election under
                TEFRA
                section 242(b):

            


    

    


    
      	 	
              1.

            	
              If
                distribution has been commenced to the Participant and the Participant
                dies before the Participant's entire interest has been distributed,
                then
                the remaining portion of the Participant's interest shall be distributed
                at least as rapidly as under the method of distributions being utilized
                as
                of the date of the Participant's
                death.

            


    

     

    
      
        	 	
                2.

              	
                If
                  the Participant dies before the distribution of the Participant's
                  interest
                  has begun, either:

              


      

       

    

    
      	 	
              a.

            	
              The
                entire interest of the Participant shall be distributed by the end
                of the
                fifth (5th) calendar year following the calendar year of the Participant's
                death; or

            


    

    


    
      	 	
              b.

            	
              If
                any portion of the Participant's interest is payable to (or for the
                benefit of) a designated Beneficiary, such portion shall be distributed
                over the life of such designated Beneficiary (or over a period not
                extending beyond the life expectancy of such designated Beneficiary)
                and
                such distribution shall begin by the end of the calendar year following
                the calendar year of the Participant's death; provided however, that
                if
                the designated Beneficiary is the Participant's surviving spouse,
                then the
                date on which the distributions are required to begin shall not be
                earlier
                than the date on which the Participant would have attained age seventy
                and
                one-half (70-1/2) and, if the surviving spouse dies before the
                distributions to such spouse begin, this provision shall be applied
                as if
                the surviving spouse were the
                Participant.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    For
      purposes of this article, any amount paid to a child shall be treated as if
      it
      had been paid to the surviving spouse if such amount will become payable to
      the
      surviving spouse upon such child reaching majority or such other designated
      event all as prescribed by the Secretary of the Treasury.

     

    ARTICLE
      XI - SERVICE

     

    
      	
              11.1

            	
              Service.

            


    

    


    "Service"
      means an Employee's total period of employment with the Company, and excludes
      employment Service with a predecessor entity.

    


    
      	
              11.2

            	
              Hours
                Of Service.

            


    

    


    "Hours
      of
      Service" means:

    


    
      	 	
              A.

            	
              Each
                hour for which an Employee is paid, or entitled to payment, for the
                performance of duties for the
                Company.

            


    

    


    
      	 	
              B.

            	
              Each
                hour for which an Employee is paid, or entitled to payment, by the
                Company
                on account of a period of time during which no duties are performed
                (regardless of whether the employment relationship has terminated)
                due to
                vacation, holiday, illness, incapacity (including Disability), layoff,
                jury duty, military duty or leave of absence; provided that no Hours
                of
                Service shall be credited to an
                Employee:

            


    

    


    
      	 	
              1.

            	
              For
                a period during which no duties are performed if payment is made
                or due
                under a plan maintained solely for purposes of complying with applicable
                worker's compensation, unemployment compensation, or disability insurance
                laws;

            


    

    


    
      	 	
              2.

            	
              On
                account of any payment made or due to an Employee solely as reimbursement
                for medical or medically related expenses incurred by the
                Employee.

            


    

    


    
      	 	
              C.

            	
              Each
                hour not otherwise credited under the Plan for which back pay,
                irrespective of mitigation of damages, has either been awarded or
                agreed
                to by the Employer. Such hours are to be credited to the period or
                periods
                to which the award or agreement pertains. If this provision results
                in an
                Employee becoming an Eligible Participant for a Plan Year in which
                he was
                not otherwise an Eligible Participant, the Administrative Committee
                shall
                establish equitable procedures for determining and allocating any
                resulting amounts to such Employee's
                Account.

            


    

    


    
      	 	
              D.

            	
              Solely
                for purposes of determining whether a Break in Service has occurred,
                each
                hour not otherwise credited under the Plan that would have been credited
                if the Employee had not been
                absent:

            


    

     

    
      
        	 	
                1. 

              	
                By
                  reason of pregnancy or the birth of a child of the
                  Employee;

              


      

    

     

    
      	 	
              2.

            	
              By
                reason of the placement of a child with the Employee in connection
                with
                his adoption of such child; or

            


    

    


    
      	 	
              3.

            	
              For
                purposes of caring for any such child for a period beginning immediately
                following such birth or placement.

            


    

    


    In
      any
      case in which the Company is unable to determine the number of hours which
      would
      otherwise normally have been credited to such Employee (but for such absence),
      such individual shall be credited with eight (8) Hours of Service for each
      day
      of such absence. The hours described in this article shall be treated as Hours
      of Service only in the Eligibility Computation Period in which the absence
      from
      work begins if the Employee would thereby be prevented from incurring a Break
      in
      Service in such Eligibility Computation Period or, in any other case, in the
      next following Eligibility Computation Period.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              E.

            	
              Each
                hour for any period during which an Employee is not paid but is on
                an
                approved leave of absence, military duty or is temporarily laid off,
                provided that the Employee:

            


    

    


    
      	 	
              1.

            	
              Returns
                to the employment of the Employer immediately after the expiration
                of the
                leave or layoff, or in the case of military duty, within one hundred
                twenty (120) days or such longer period as may be prescribed by USERRA
                or
                other applicable law, after first becoming eligible for military
                discharge; and

            


    

     

    
      
        	 	
                2.

              	
                Remains
                  in the employment of the Employer for at least thirty (30) days
                  after such
                  return; or

              


      

       

    

    
      	 	
              3.

            	
              Fails
                to return or remain employed as provided above by reason of his death,
                Disability or retirement. Hours of credit for such periods shall
                be based
                on a forty (40) hour work week or, if different, on the Employee's
                normally scheduled hours per week. However, if the Employee fails
                to
                return to the employment of the Company or to remain in the employment
                of
                the Company for at least thirty (30) days after his return for reasons
                other than his death, Disability or retirement, then his original
                leave
                date shall be deemed to be his termination
                date.

            


    

    


    
      	 	
              F.

            	
              No
                more than five hundred one (501) Hours of Service shall be credited
                under
                this article to an Employee on account of any single continuous period
                of
                time during which the Employee performs no duties for the
                Company.

            


    

    


    
      	
              11.3

            	
              Crediting
                Of Hours Subject To Regulation.

            


    

    


    The
      calculation of the number of Hours of Service to be credited under article
      for
      periods during which no duties are performed, and the crediting of such Hours
      of
      Service to periods of time for purposes of computations under the Plan, shall
      be
      determined by the Administrative Committee in accordance with the rules set
      forth in the Department of Labor Regulation section 2530-200b-2 paragraphs
      (b)
      and (c), which rules shall be consistently applied with respect to all Employees
      within the same job classifications.

    


    
      	
              11.4

            	
              Uniformed
                Services Employment And Reemployment Rights Act Of
                1994.

            


    

    


    Effective
      as of December 12, 1994 or such later date as may be applicable to this Plan
      under section 8(h)(2) of the Uniformed Services Employment And Reemployment
      Rights Act of 1994 (USERRA), an Employee, who was absent from the Employee's
      position of employment by reason of service in the uniformed services and who
      is
      reemployed, as these terms are used in USERRA, shall be treated as not having
      incurred a break in service with the Employer maintaining the Plan by reason
      of
      such person's period or periods of service in the uniformed services. Each
      period served by a person in the uniformed services shall, upon reemployment
      under USERRA, be deemed to constitute service with the Employer maintaining
      the
      Plan for the purpose of determining the nonforfeitability of the person's vested
      Account and for the purpose of determining the accrual of benefits under the
      Plan, all to the extent required by and as provided under USERRA.

     

    ARTICLE
      XII - FIDUCIARY RESPONSIBILITY

     

    
      	
              12.1

            	
              Authority.

            


    

    


    The
      authority to control and manage the operation and administration of the Plan
      shall be allocated as provided in this Plan and Trust Document between the
      Board, the Administrative Committee and the Trustee(s), all of whom are named
      fiduciaries under ERISA.

    


    In
      addition, procedures for the appointment of another fiduciary, or an investment
      manager, are described in the Delegation Of Authority article. 12.2 Interest
      Of
      Participants And Beneficiaries.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              12.2

            	
              Interest
                Of Participants And
                Beneficiaries.

            


    

    


    Each
      fiduciary shall discharge his duties with respect to the Plan solely in the
      interest of the Participants and Beneficiaries and:

     

    
      
        	 	
                A.

              	
                For
                  the exclusive purpose of providing benefits to Participants and
                  their
                  Beneficiaries;

              


      

    

     

    
      	 	
              B.

            	
              With
                the care, skill, prudence and diligence under the circumstances then
                prevailing that a prudent man acting in a like capacity and familiar
                with
                such matters would use in the conduct of an enterprise of a like
                character
                and with like aims; and

            


    

     

    
      
        
          	 	
                  C.

                	In
                  accordance with this Plan and Trust
                  Document.


        

      

    

     

    
      	
              12.3

            	
              Liability.

            


    

    


    A
      fiduciary shall be liable, as provided in ERISA, for any breach of his fiduciary
      responsibilities. In addition, a fiduciary under this Plan shall be liable
      for a
      breach of fiduciary responsibility of another fiduciary under this Plan only
      as
      provided under section 405 of ERISA and its regulations.

    


    
      	
              12.4

            	
              Dual
                Capacities.

            


    

    


    Any
      person
      or group of persons may serve in more than one (1) fiduciary capacity with
      regard to the Plan. A fiduciary other than the Trustee(s) may, with the consent
      of the Board, employ one (1) or more persons to render advice and assistance
      with regard to any function such fiduciary has under the Plan. The expenses
      of
      such persons shall be paid by the Company.

    


    
      	
              12.5

            	
              Allocation
                Of Authority.

            


    

    


    Except
      as
      otherwise specifically provided in this Plan and Trust document:

    


    
      	 	
              A.

            	
              The
                Board of Directors shall have the authority to amend and terminate
                the
                Plan, to appoint and remove members of the Administrative Committee,
                and
                to appoint and remove the
                Trustee(s).

            


    

     

    
      
        	 	
                B.

              	The
                Administrative Committee shall have the authority in their sole discretion
                to:


      

       

      
        
          	 	
                  1.

                	
                  Allocate
                    the Company's Contribution;

                


        

        
           

          
            
              	 	
                      2.

                    	
                      Maintain
                        separate Accounts for Participants;

                    


            

            
               

              
                
                  	 	
                          3.

                        	
                          Furnish
                            and correct errors in statements of
                            Accounts;

                        


                

                 

              

            

          

        

      

    

    
      	 	
              4.

            	
              Determine
                the method, timing and media of distributions, and direct the Trustee(s)
                with respect to distributions;

            


    

     

    
      
        	 	
                5.

              	
                Approve
                  methods of distribution to
                  Beneficiaries;

              


      

       

    

    
      
        
          	 	
                  6.

                	
                  Direct
                    the segregation of assets;

                


        

         

      

      	 	
              7.

            	
              Direct
                distribution of the interests of incompetent persons and minors;
                and

            


       

    

    
      	 	
              8.

            	
              Construe
                the terms of the Plan and Trust Document and determine all questions
                of
                interpretation and application of their terms to determine Participant
                benefits thereunder.

            


    

     

    
      
        
          	 	
                  C. 

                	
                  The
                    Trustee(s) shall have the authority
                    to:

                


        

      

    

     

    
      
        	 	
                1.

              	
                Establish
                  the fair market value of the Trust Fund through the use of qualified
                  appraisers;

              


      

    

     

    
      	
            	
              2.

            	
              To
                value segregated Accounts;

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              3. 

            	
              To
                employ advisors, agents and counsel;

            


       

      
        	
              	
                4. 

              	
                To
                  hold the Trust assets and to render accounts of their administration
                  of
                  the Trust;

              


      

       

      
        
          	
                	
                  5. 

                	
                  To
                    vote the Trust's shares of the Company if, and as provided in
                    Voting
                    Powers article;

                


        

         

        
          
            
              	
                    	
                      6. 

                    	
                      Determine
                        the amount and allocation of the Trust income or loss;
                        and

                    


            

          
 

          
            
              
                	
                      	
                        7.  

                      	
                        Appoint
                          and delegate duties to an investment
                          manager.

                      


              

            

          

        

      

    

    


    
      	
              12.6

            	
              Prohibited
                Transaction.

            


    

    


    A
      fiduciary shall not cause the Plan to engage in a transaction if he knows or
      should know that such transaction constitutes a prohibited transaction under
      section 406 of ERISA or Code section 4975, unless such transaction is exempted
      under section 408 of ERISA or Code section 4975.

     

    ARTICLE
      XIII -ADMINISTRATIVE COMMITTEE

     

    


    
      	
              13.1

            	
              Administrative
                Committee.

            


    

    


    The
      Board
      of Directors shall appoint an Administrative Committee to manage and administer
      this Plan in accordance with the provisions hereof. Each member shall serve
      for
      such term as they may designate or until a successor member has been appointed
      or until removal by the Board. Vacancies due to resignation, death, removal
      or
      other cause shall be filled by the Board. Members who are full-time employees
      of
      the Company shall serve without compensation for Administrative Committee
      service. All reasonable expenses of the Administrative Committee shall be paid
      by the Company.

    


    
      	
              13.2

            	
              Action.

            


    

    


    The
      Administrative Committee shall act by agreement of its members, either by voting
      at a meeting or in writing without a meeting. By such action, it may authorize
      one (1) or more members to execute documents on its behalf. The Trustee(s),
      upon
      written notification of such authorization, shall accept and rely upon such
      documents until notified in writing that the authorization has been revoked
      by
      the Administrative Committee. The Trustee(s) shall not be deemed to be on notice
      of any change in the membership of the Administrative Committee unless notified
      in writing. A member of the Administrative Committee, who is also a Participant
      in the Plan, shall not vote or act upon any matter relating solely to himself.
      In the event of a deadlock or other situation that prevents agreement of a
      majority of the Administrative Committee members, the matter shall be decided
      by
      the Board.

    


    
      	
              13.3

            	
              Records.

            


    

    


    The
      Administrative Committee shall keep on file a copy of this Plan and Trust,
      including any subsequent amendments, all annual and interim reports of the
      Trustee(s) and the latest annual report, Plan description and Summary Plan
      Description required under Title I of ERISA for examination by Participants
      during business hours. The Administrative Committee is the Plan Administrator
      under ERISA and the Administrative Committee shall have the duty and authority
      to comply with those reporting and disclosure requirements of ERISA which are
      specifically required of the Plan Administrator.

    


    The
      Administrative Committee hereby specifically delegates to the Trustee(s) the
      responsibility to be liable for income tax withholding, and to withhold the
      appropriate amount from any payment made from the Trust to a Participant or
      Beneficiary under the provisions of applicable law and regulation. The
      Administrative Committee shall furnish the Trustee(s) with all information
      necessary to such withholding function, as set forth in regulations, or, if
      such
      information is not provided to the Trustee(s), the Administrative Committee
      shall assume all relevant liability.

    


    
      	
              13.4

            	
              Power.

            


    

    


    The
      Administrator shall have the discretionary authority to interpret and construe
      the provisions of this Plan and to decide any disputes and resolve any
      ambiguities which may arise relative to the rights of the Employees, past and
      present, and their Beneficiaries, under the terms of the Plan; provided,
      however, that whenever, in the administration of the Plan, any discretionary
      action by the Administrator is required, the Administrator shall exercise its
      authority in a nondiscriminatory manner so that all persons similarly situated
      will receive substantially the same treatment.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The
      Administrative Committee shall have the power and duty to do all things
      necessary or convenient to effect the intent and purpose of this Plan and,
      not
      inconsistent with any of the provisions thereof, whether or not such powers
      and
      duties are specifically described herein and, not in limitation but in
      amplification of the foregoing, and to determine all questions that shall arise
      hereunder, including (if the Trustee(s) is a directed Trustee(s)) directions
      to
      and questions submitted by the Trustee(s) on all matters necessary for it to
      properly discharge its power and duties. Decisions of the Administrative
      Committee made in good faith upon any matters within the scope of its authority
      shall be final and binding on the Company, the Trustee(s), the Participants
      and
      their Beneficiaries. The Administrative Committee, at all times, in making
      and
      carrying out its decisions and directions, shall act in a uniform and
      nondiscriminatory manner and may from time to time prescribe and modify uniform
      rules of interpretation and administration.

    


    
      	
              13.5

            	
              Funding
                Policy.

            


    

    


    The
      Administrative Committee may recommend a Funding Policy for the Trust Fund,
      regarding existing Trust Fund assets, bearing in mind both the short-run and
      long-run needs and goals of the Plan. The Administrative Committee shall review
      such policy prior to the end of each Plan Year for its appropriateness under
      the
      circumstances then prevailing. The Funding Policy shall be communicated to
      the
      Trustee(s) and the investment manager of the Trust Fund, if an investment
      manager has been appointed, so that the investment policy of existing Trust
      Fund
      assets can be coordinated with Plan needs. Such Funding Policy shall not,
      however, be binding on the Company or constitute a request or recommendation
      or
      an obligation to contribute cash or Company Stock to the Plan by the
      Company.

    


    
      	
              13.6

            	
              Agents.

            


    

    


    With
      the
      approval of the Board, the Administrative Committee may from time to time or
      on
      a continuing basis, retain such agents or advisors as are reasonably necessary
      to assist it in the proper performance of its duties, specifically including
      legal counsel, accountants, actuaries, investment counsel, consultants and
      administrative assistants. The expenses of such agents or advisors shall be
      paid
      by the Company or, if not so paid, the Administrative Committee may direct
      that
      such expenses be paid from the General Trust Fund.

    


    
      	
              13.7

            	
              Claims.

            


    

    


    ERISA
      requires the Administrative Committee to establish procedures for processing
      claims which afford Participants a reasonable opportunity for a full and fair
      review of their claims. These claims procedures contain the provisions required
      by the Labor Regulations at 29 CFR 2520.503-1. The Administrative Committee
      shall have absolute discretion to determine Participants' and Beneficiaries'
      rights to benefits under the Plan. All benefit claim decisions will be made
      in
      accordance with the terms of the Plan documents and the Plan terms will be
      applied consistently to all claimants.

    


    A
      Claimant
      must submit a written claim and exhaust the following claims procedures before
      legal recourse of any type is sought:

     

    
      	 	
              A.

            	
              Filing
                A Benefit Claim.

            


       

    

    A
      Participant, a Beneficiary or his or her representative can initiate the benefit
      claim process by submitting to the Administrative Committee fully completed
      distribution election forms, if needed, or a letter clearly stating that a
      claim
      is being filed. A claim shall not be deemed to be "filed" for the purposes
      of
      these claim and appeals procedures however, until all necessary and applicable
      forms are completed and submitted to the Administrative Committee. A claim
      will
      be considered submitted if delivered to a member of the Administrative Committee
      directly, or to the Administrative Committee, in care of the office of the
      Employer which handles personnel and human resources matters.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    B. Notice
      Of Benefit Denial.

    


    1. Timing
      Of Notice.

    


    If
      a
      benefit claim is wholly or partially denied, the Administrative Committee will
      notify the Participant, the Beneficiary or his or her representative of the
      denial within a reasonable period of time, but no later than ninety (90) days
      after the Plan's receipt of the claim. If the Administrative Committee
      determines that an extension of the time for processing the claim is needed,
      the
      Administrative Committee will notify the Participant, the Beneficiary or his
      or
      her representative of the reasons for the extension and the extended due date
      before the end of the ninety (90) day period after the filing of the claim.
      The
      extended period will not exceed one hundred eighty (180) days after the date
      of
      the filing of the claim.

    


    2. Content
      Of Notice.

    


    A
      notice
      of a benefit denial will be provided in either written form or via e-mail.
      The
      notice will provide the following information:

    


    a. The
      specific reason(s) for the denial;

    


    b. Reference
      to the specific plan provisions on which the denial is based;

    


    
      	 	
              c.

            	
              A
                description of any additional information necessary for the claim
                to be
                granted and an explanation of why such information is necessary;
                and

            


    

    


    
      	 	
              d.

            	
              A
                description of the claim review procedures, the time limits under
                the
                procedures and a statement regarding your right to bring a civil
                action
                under ERISA section 502(a) following a benefit
                appeal.

            


    

    


    C. Appeal
      Of Benefit Denial.

    


    1. Review
      Process.

    


    The
      review
      process will be as follows:

    


    
      	 	
              a.

            	
              A
                Participant, Beneficiary or representative will have sixty (60) days
                following receipt of the notice of benefit denial in which to file
                an
                appeal of the decision with the Administrative
                Committee;

            


    

    


    
      	 	
              b.

            	
              A
                Participant, Beneficiary or representative may submit written comments,
                documents, records and other information related to the benefit claim
                on
                appeal;

            


    

    


    
      	 	
              c.

            	
              A
                Participant, Beneficiary or representative will be provided, upon
                request
                and free of charge, access to and copies of all documents, records
                and
                other information relevant to the benefit claim (a document is considered
                relevant to the claim if it: (i) was relied upon in making the benefit
                decision; (ii) was submitted, considered or generated in the course
                of
                making the benefit decision, without regard as to whether it was
                relied
                upon in making the decision; or (iii) demonstrates compliance in
                making
                the benefit decision with the requirement that benefit decisions
                must
                follow the terms of the plan and be consistent when applied to similarly
                situated claimants); and

            


    

    


    
      	 	
              d.

            	
              The
                review on appeal will consider all comments, documents, records and
                other
                information submitted by the Participant, without regard to whether
                such
                information was submitted or considered in the initial benefit
                denial.

            


    

    


    2. Timing
      Of Notice Of Appeals Decision.

    


    The
      Administrative Committee will notify the Participant, Beneficiary or his or
      her
      representative of the appeals decision (whether or not a complete or partial
      denial) within a reasonable period of time, but no later than sixty (60) days
      after the Plan's receipt of the appeal. If the Administrative Committee
      determines that an extension of the time for processing the claim is needed,
      the
      Administrative Committee will notify the Participant, Beneficiary or his or
      her
      representative of the reasons for the extension and the extended due date before
      the end of the sixty (60) day period after the filing of the appeal. The
      extended period will not exceed one hundred twenty (120) days after the date
      of
      the filing of the appeal.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3. Content
      Of Notice Of Appeals Decision.

    


    A
      notice
      of a benefit determination on appeal will be provided in written form or via
      e-mail. If the decision is in whole or in part a denial of the appeal, the
      notice will provide the following information:

    


    a. The
      specific reason(s) for the denial;

    


    b. Reference
      to the specific plan provisions on which the denial is based;

    


    
      	 	
              c.

            	
              A
                statement that the Participant, Beneficiary or representative is
                entitled
                to receive, upon request and free of charge, access to and copies
                of all
                documents, records and other information relevant to the benefit
                claim (a
                document is considered relevant to the claim if it: (i) was relied
                upon in
                making the benefit decision; (ii) was submitted, considered or generated
                in the course of making the benefit decision, without regard as to
                whether
                it was relied upon in making the decision; or (iii) demonstrates
                compliance in making the benefit decision with the requirement that
                benefit decisions must follow the terms of the plan and be consistent
                when
                applied to similarly situated claimants);
                and

            


    

    


    
      	 	
              d.

            	
              A
                statement regarding the Participant's or Beneficiary's right to bring
                a
                civil action under ERISA section 502(a) following a benefit denial
                on
                appeal.

            


    

    


    
      	
              13.8

            	
              Indemnity.

            


    

    


    To
      the
      fullest extent permitted by law, the Company agrees to indemnify, defend and
      hold harmless the members of the Administrative Committee, both individually
      and
      collectively, against any liability whatsoever for any action taken or omitted
      by them in good faith in connection with the administration of this Plan and
      Trust and for any expenses or losses for which they may become liable as a
      result of any such actions or nonactions, unless a proximate result of their
      own
      willful misconduct. The Company may purchase insurance for the Administrative
      Committee to cover any of their potential liabilities with regard to the Plan
      and Trust.

     

    ARTICLE
      XIV - INVESTMENTS

     

    


    
      	
              14.1

            	
              Investment
                Objective.

            


    

    


    It
      shall
      be the objective of this Trust to invest primarily (up to one hundred percent
      (100%) of its assets) in Company Stock. Without limiting the generality of
      the
      foregoing, the Trustee(s) may invest in bonds, notes, mortgages, commercial
      or
      federal paper, preferred stock, common stock, or other securities, rights,
      obligations or property, real or personal, including shares and certificates
      of
      participation issued by investment companies or investment trusts. The
      Trustee(s) may cause any part or all of the assets of this Trust to be
      commingled with the assets of a similar trust qualified under Code sections
      401(a) and 501(a) by causing such assets to be invested as part of a common
      fund
      of the Trustee(s) or other fiduciary, the provisions of which are hereby
      adopted. The Trustee(s) may hold such portion of the Trust as may be deemed
      necessary for the ordinary administration of the Trust Fund and disbursement
      of
      funds by depositing the same in any bank or savings and loan institution subject
      to the rules and regulations governing such deposits.

    


    To
      prevent
      any allocation of Company Stock or Plan asset in lieu of Company Stock in any
      Plan Year which would otherwise cause any Participant to become a Disqualified
      Person or cause any Plan Year to become a Nonallocation Year, the Trustee(s)
      may
      cause the Administrative Committee to rebalance the ratio of cash and Company
      Stock in each Participant’s account as described in Prohibited Allocation Of
      Stock For S Corporations article, above.

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              14.2

            	
              Investment
                Directives.

            


    

    


    To
      the
      extent permitted by law, the Trustee(s) shall not be liable for the making
      of
      any investment at the direction of the Administrative Committee, for the
      retention of any such investment in the absence of directions from the
      Administrative Committee to dispose of the same, or for the disposal or
      encumbrance of any investment at the direction of the Administrative
      Committee.

    


    
      	
              14.3

            	
              Delegation
                Of Authority.

            


    

    


    The
      power
      of the Trustee(s) to direct, control or manage the investment of the Trust
      Fund
      may be delegated to an investment manager appointed by the Trustee(s). Such
      investment manager, if appointed, must acknowledge in writing that he is a
      fiduciary with respect to the Trust Fund and shall then have the power to
      manage, acquire, or dispose of any asset of the Trust Fund. An investment
      manager must be a person who is:

    


    A. Registered
      as an investment advisor under the Investment Advisors Act of 1940;

    


    B. A
      bank, as
      defined in that Act; or

    


    C. An
      insurance company qualified to perform such services under the laws of more
      than
      one (1) state.

    


    If
      an
      investment manager has been appointed, the Trustee(s) shall neither be liable
      for acts or omissions of such investment manager nor be under any obligation
      to
      invest or otherwise manage any asset of the Trust Fund, and the Trustee(s)
      shall
      not be liable for any act or omission of the investment manager in carrying
      out
      such responsibility except to the extent that the Trustee(s) violated the
      Interest Of Participants And Beneficiaries article of this Plan and Trust
      Document with respect to:

    


    A. Such
      designation;

    


    B. The
      establishment or implementation of the procedures for the designation of an
      investment manager; or

    


    
      	 	
              C.

            	
              Continuing
                the designation, in which case the Administrative Committee would
                be
                liable in accordance with the Liability
                article.

            


    

    


    
      	
              14.4

            	
              Voting
                Powers.

            


    

    


    
      	 	
              A.

            	
              At
                any time that the Company Stock is not publicly traded and more than
                ten
                percent (10%) of the Plan's assets are invested in Company Stock,
                Participants' voting rights as to shares of Company Stock allocated
                to
                Company Stock Accounts shall be determined as
                follows:

            


    

    


    
      	 	
              1.

            	
              If
                the Company Stock is of a Registration-Type Class of Securities,
                each
                Participant or Beneficiary in the Plan shall be entitled to direct
                the
                Administrative Committee as to the manner in which voting rights
                attributable to shares of Company Stock allocated to such Participant's
                Company Stock Account are to be exercised. The Trustee(s) shall,
                promptly
                after receipt of such directions, vote shares of Company Stock in
                accordance with such directions.

            


    

    


    
      	 	
              2.

            	
              If
                the Company is not of a Registration-Type Class of Securities, each
                Participant or Beneficiary in the Plan shall be entitled to direct
                the
                Trustee(s) as to the manner in which voting rights attributable to
                shares
                of Company Stock allocated to such Participant's Company Stock Account
                are
                to be exercised solely with respect to corporate matters which under
                Code
                section 409(e)(3) must be decided by voting of outstanding
                shares.

            


    

    


    
      	 	
              3.

            	
              The
                Trustee(s) shall determine the manner in which voting rights are
                to be
                exercised with respect to any unallocated shares of Company Stock
                and any
                allocated shares for which directions are neither received from
                Participants nor required from Participants due to the matters being
                voted.

            


    

    


    
      	 	
              4.

            	
              If
                the Company or Plan uses a Securities Acquisition Loan, as defined
                in Code
                section 133(b), to purchase Company Stock, each Participant or Beneficiary
                in the Plan shall be entitled to direct the Trustee(s) as to the
                manner in
                which voting rights attributable to shares of Company Stock allocated
                to
                such Participants' Company Stock Accounts acquired with such loan
                is to be
                exercised. The Trustee(s) shall, promptly after receipt of such
                directions, vote shares of Company Stock in accordance with such
                directions.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              B.

            	
              For
                purposes of this article, the term "Registration-Type Class of Securities"
                means a class of securities required to be registered under section
                12 of
                the Securities Exchange Act of 1934 or a class of securities which
                would
                be required to be so registered except for the exemption from registration
                provided in subsection (g)(2)(H) of such section
                12.

            


    

    


    
      	
              14.5

            	
              Loans.

            


    

    


    
      	 	
              A.

            	
              The
                Trustee(s) may incur a loan on behalf of the Trust in a manner and
                under
                conditions that will cause the loan to be an "Exempt Loan" within
                the
                meaning of Code section 4975(d)(2) and regulations thereunder. Any
                such
                loan shall be used primarily for the benefit of Plan Participants
                and
                their Beneficiaries. The proceeds of each such loan shall be used
                within a
                reasonable time after the loan is obtained, only to purchase Company
                Stock, to repay the loan or to repay any prior loan used to purchase
                Company Stock. Except as otherwise provided in the Plan with respect
                to
                Right of First Refusal or the Put Option, no security acquired with
                the
                proceeds of an exempt loan may be subject to a put, call, or other
                option,
                or buy-sell or similar arrangement while held by and when distributed
                from
                the Plan, whether or not the Plan is then an ESOP. Any such loan
                shall
                provide for a reasonable rate of interest, an ascertainable period
                of
                maturity and shall be without recourse against the Plan. Any such
                loan
                shall be secured solely by shares of Company Stock acquired with
                the
                proceeds of the loan and shares of such Company Stock that were used
                as
                collateral on a prior loan which was repaid with the proceeds of
                the
                current loan. Such Company Stock pledged as collateral shall be placed
                in
                a Suspense Account and released pursuant to the Allocations Of
                Contributions And Forfeitures article as the loan is repaid. Company
                Stock
                released from the Suspense Account shall be allocated in the manner
                described in the Allocations Of Contributions And Forfeitures article.
                No
                person entitled to payment under a loan made pursuant to this article
                shall have recourse against any Trust Fund assets other than the
                Company
                Stock used as collateral for the loan, Company Contributions of cash
                that
                are available to meet obligations under the loan and earnings attributable
                to such collateral and the investment of such Contributions. Participating
                Employer Contributions made with respect to any Plan Year during
                which the
                loan remains unpaid, and earnings on such Contributions, shall be
                deemed
                available to meet obligations under the loan, unless otherwise provided
                by
                the Company at the time such Contributions are
                made.

            


    

    


    
      	 	
              B.

            	
              Any
                pledge of Company Stock as collateral under this article shall provide
                for
                the release of shares so pledged upon the payment of any portion
                of the
                loan. Shares so pledged shall be released under the appropriate formula
                for the particular terms of the loan as provided in the Allocations
                Of
                Contributions And Forfeitures article and Treasury Regulation 54.4975-
                7(b)(8).

            


    

    


    
      	 	
              C.

            	
              Payments
                of principal and interest on any loan under this article shall be
                made by
                the Trustee(s) solely from:

            


    

    


    1. Company
      Contributions available to meet obligations under the loan;

    


    2. Earnings
      from the investment of such Contributions including dividends on Company
      Stock;

    


    3. Earnings
      attributable to Company Stock pledged as collateral for the loan;

    


    4. The
      proceeds of a subsequent loan made to repay the loan; and

    


    5. The
      proceeds of the sale of any Company Stock pledged as collateral for the
      loan.

    


    The
      Contributions and earnings available to pay the loan must be accounted for
      separately by the Administrative Committee until the loan is
      repaid.

    


    
      	 	
              D.

            	
              Subject
                to the limitations on Annual Additions to a Participant's Account,
                assets
                released from a Suspense Account by reason of payment made on a loan
                during a Plan Year shall be allocated to the accounts of all Participants
                entitled to an allocation of Contributions on the last day of the
                Plan
                Year.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              14.6

            	
              Diversification.

            


    

    


    Any
      Qualified Participant shall have the right to make an election to direct the
      Plan as to investment of a portion of his ESOP Account. Such a Qualified
      Participant may elect within ninety (90) days after the close of each of the
      six
      (6) Plan Years beginning with the Plan Year in which the Participant becomes
      a
      Qualified Participant to diversify twenty-five percent (25%) of his Account,
      less any amount to which a prior diversification election applies. In the case
      of the last year to which an election applies, fifty percent (50%) shall be
      substituted for twenty-five percent (25%).

    


    The
      Plan
      shall meet these requirements of Code section 401(a)(28) by distributing the
      portion of the Account covered by the election to the Participant within the
      ninety (90) day period following the Participant’s ninety (90) day Election
      period in the form of Company Stock.

    


    For
      purposes of this section, the term:

    


    "Qualified
      Participant" means any Employee who has completed at least ten (10) years of
      active or inactive (as described in the Inactive Participant article)
      participation under the Plan, while this Plan constitutes an ESOP, and has
      attained age fifty-five (55).

    


    "Qualified
      Election Period" means the six (6) Plan Year period beginning with the later
      of:

    


    1. The
      first
      Plan Year in which the Employee first became a Qualified Participant,
      or

    


    2. The
      first
      Plan Year beginning after December 31, 1986.

     

    ARTICLE
      XV - TRUSTEE(S)

     

    


    
      	
              15.1

            	
              Duties.

            


    

    


    The
      Board
      of Directors shall appoint a Trustee or Trustees. The duties of the Trustee(s)
      shall include but not be limited to receiving and paying funds of the Trust,
      safeguarding and valuing Trust assets, investing and reinvesting the Trust
      Funds, as provided in the Investments article, and carrying out the directions
      of the investment manager, if an investment manager has been appointed, pursuant
      to the Delegation Of Authority article. The directions of an investment manager
      shall be in writing or in such other form as is acceptable to the Trustee(s).
      The signature of the Trustee(s) shall be binding upon all
      Co-Trustee(s).

    


    
      	
              15.2

            	
              Ownership.

            


    

    


    The
      Trustee(s) shall not maintain the indicia of ownership of any Trust assets
      outside the jurisdiction of the district courts of the United States, except
      as
      authorized by regulations issued by the Department of Labor.

    


    
      	
              15.3

            	
              Powers.

            


    

    


    In
      the
      discharge of duties, the Trustee(s) shall have all the powers, authority, rights
      and privileges of an absolute Owner of the Trust Fund and, not in limitation
      of,
      but in amplification of the foregoing; may receive, hold, manage, invest and
      reinvest, sell, exchange, dispose of, encumber, hypothecate, pledge, mortgage,
      lease, grant options respecting, repair, alter, insure, or distribute any and
      all property in the Trust Fund; may borrow money, participate in
      reorganizations, pay calls and assessments, vote or execute proxies, exercise
      subscription or conversion privileges and register in the name of a nominee
      any
      securities in the Trust Fund; may renew, extend the due date, compromise,
      arbitrate, adjust, settle, enforce or foreclose by judicial proceedings or
      otherwise defend against the same, any obligations or claims in favor of or
      against the Trust Fund; may exercise options, employ agents; and, whether herein
      specifically referred to or not; may do all such acts, take all such actions
      and
      proceedings and exercise all such rights and privileges as if the Trustee(s)
      were the absolute Owners of any and all property in the Trust Fund. The
      Trustee(s) shall have no authority or duty to determine the amount of any
      Company Contribution or to enforce the payment of any Company Contribution
      to
      them.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              15.4

            	
              Fees.

            


    

    


    The
      Trustee(s)' fees for their services as Trustee(s) shall be such as may be
      mutually agreed upon by the Company and the Trustee(s), and such fees shall
      be
      paid by the Company. No individual Trustee(s) who already receives full-time
      pay
      from the Employer, or an association of employers, whose employees are
      participants in the Plan, may receive compensation from the Trust except for
      reimbursement of expenses properly and actually incurred, and shall serve
      without Compensation for their service as such. However, with the approval
      of
      the Company, individual Trustee(s) may from time to time or on a continuing
      basis, retain such agents or advisors, including specifically accountants,
      attorneys, investment counsel and administrators, as they consider necessary
      to
      assist them in the proper performance of their duties. The expenses of such
      agents or advisors and all other expenses of the Trustee(s) shall be paid by
      the
      Company, and if such expenses remain unpaid for a period of sixty (60) days,
      they may be paid from the General Trust Fund. The Trustee(s) shall be entitled
      to charge such fees and expenses to the Trust Fund if such fees and expenses
      remain unpaid for a period of sixty (60) days after an appropriate billing
      is
      mailed by the Trustee(s) to the Company.

    


    
      	
              15.5

            	
              Accounting.

            


    

    


    Within
      sixty (60) days or within a reasonable period following the close of each Plan
      Year, the Trustee(s) shall render to the Company an accounting of their
      administration of the Trust during the preceding year. The Trustee(s) shall
      also
      report to the Administrative Committee respecting determinations of the value
      of
      the Trust Fund, as provided in the Valuation Of Trust Fund and Limitation And
      Suspense Accounts articles. If the Trustee(s) determine that the Trust Fund
      consists, in whole or in part, of property not traded freely on a recognized
      market or that information necessary to ascertain the fair market value thereof
      is not readily available to the Trustee(s), the Trustee(s) shall determine
      the
      fair market value of such property for all purposes under the Plan and Trust
      Document. In such event, the fair market value placed upon such property by
      the
      Trustee(s) shall be conclusive and binding. However, in valuing Company Stock
      held by the Trust, the Trustee(s) shall take such action as is required to
      ascertain the fair market value of such property including the retention of
      such
      counsel and independent appraisers as it considers necessary. Consistent with
      the foregoing, if the Company Stock is or becomes not readily tradable on an
      established securities market, then any valuation required under this Plan
      will
      be conducted for the Trustee(s) by a qualified independent appraiser (as defined
      in Code section 401(a)(28)).

    


    
      	
              15.6

            	
              Resignation.

            


    

    


    The
      Trustee(s) may resign at any time upon thirty (30) days written notice to the
      Company and the Administrative Committee or such shorter period as may be
      agreeable to the Company; provided that upon receipt of instructions or
      directions from the Company or the Administrative Committee with which the
      Trustee(s) are unable or unwilling to comply, the Trustee(s) may resign upon
      written notice to the Company and the Administrative Committee, given within
      a
      reasonable time under the circumstances then prevailing. After receipt of such
      instructions or directions and, after resignation, the Trustee(s) shall have
      no
      liability to the Company, the Administrative Committee, or any person interested
      herein for failure to comply with such instructions or directions. The Company
      may remove the Trustee(s) without cause at any time upon thirty (30) days
      written notice. In case of resignation or removal of the Trustee(s), the said
      Trustee(s) shall have the right of a settlement of Accounts, which may be made
      at the option of the Trustee(s), either by judicial settlement in an action,
      in
      a court of competent jurisdiction, or by agreement of settlement between the
      Trustee(s) and the Company; and the Trustee(s) shall not be required to transfer
      assets of the Trust Fund to a successor Trustee(s) under the Vacancy And
      Successors article or otherwise until their Accounts have been
      settled.

    


    
      	
              15.7

            	
              Effect
                Of Final Accounting.

            


    

    


    The
      written approval of any Trustee(s) accounting by the Company or Administrative
      Committee shall be final as to all matters and transactions stated or shown
      therein and binding upon the Company, Administrative Committee, and all persons
      who then shall be or thereafter shall become interested in this Trust. Failure
      of the Company or Administrative Committee to notify the Trustee(s) within
      ninety (90) days after receipt of any accounting of its disapproval of such
      accounting shall be the equivalent of written approval.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              15.8

            	
              Vacancy
                And Successors.

            


    

    


    Resignation
      or removal of the Trustee(s) shall not terminate the Trust. In the event of
      vacancy in the Trusteeship of this Trust occurring at any time by resignation,
      removal or death or incapacity, the Company shall appoint a successor Trustee(s)
      to take the place of such Trustee(s). Any successor Trustee(s) shall have all
      the powers and duties herein conferred upon the original Trustee(s). The title
      to all Trust property shall automatically vest in a successor Trustee(s) without
      the execution or filing of any instrument or the doing of any act, but the
      resigning or removal of Trustee(s) shall, nevertheless, execute all instruments
      and do all acts which would otherwise be necessary to vest such title in any
      successor. The appointment of a successor Trustee(s) may be effected by the
      Board action to appoint, with documentation of the successor Trustee(s)
      accepting appointment to act as such being evidenced by its execution of a
      copy
      of this Plan Document or by execution of a written acknowledgement of the
      complete terms of this Plan and Trust document.

    


    
      	
              15.9

            	
              Legal
                Counsel.

            


    

    


    The
      Trustee(s) may consult with legal counsel (who may or may not be counsel to
      the
      Company) concerning any question which may arise with reference to their duties
      under this Plan.

    


    
      	
              15.10

            	
              Investigation.

            


    

    


    The
      Trustee(s) shall not be required to make any investigation to determine the
      identity or mailing address of any person entitled to benefits under this Plan
      and shall be entitled to withhold making payments until the identity and mailing
      address of any person entitled to benefits are certified by the Administrative
      Committee. In the event that any dispute arises as to the identity or rights
      of
      persons entitled to benefits hereunder, the Trustee(s) may withhold payment
      of
      benefits until such dispute has been determined by a court of competent
      jurisdiction or has been settled by written stipulation of the parties
      concerned.

    


    
      	
              15.11

            	
              Unanimous
                Vote.

            


    

    


    The
      action
      of the Trustee(s) shall be determined by unanimous vote or other affirmative
      expression of all of the Trustee(s), and they shall designate one (1) of their
      members to keep a record of their determination of matters to be

    determined
      hereunder and of all dates, documents and other matters pertaining to their
      administration of this Trust; however, no Trustee(s) who is a Participant shall
      vote on any action relating specifically to himself, and in the event the
      remaining Trustee(s) by unanimous vote thereof are unable to come to a
      determination of any such question, the same shall be determined by the
      Board.

    


    
      	
              15.12

            	
              Indemnification.

            


    

    


    To
      the
      fullest extent permitted by law, the Company agrees to indemnify, to defend,
      and
      to hold harmless the Trustee(s), individually and collectively, against any
      liability whatsoever for any action taken or omitted by them in good faith
      in
      connection with this Plan and Trust or their duties hereunder and for any
      expenses or losses for which they may become liable as a result of any such
      actions or nonactions unless resulting from their own willful negligence or
      misconduct; and the Company may purchase insurance for the Trustee(s) to cover
      any of their potential liabilities with regard to the Plan and
      Trust.

     

    ARTICLE
      XVI - AMENDMENT, TERMINATION AND MERGER

     

    


    
      	
              16.1

            	
              Irrevocable
                Trust.

            


    

    


    The
      Trust
      shall be irrevocable but shall be subject to amendment and termination as
      provided in this article.

    


    
      	
              16.2

            	
              Amendment.

            


    

    


    The
      Company reserves the right to amend this Plan and Trust document to any extent
      and in any manner that it may deem advisable by action of the Board. The
      Company, the Trustee(s), all Participants, their Beneficiaries and all other
      persons having any interest hereunder shall be bound by any such amendment;
      provided, however, that no amendment shall:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	 	
              A.

            	
              Cause
                or permit any part of the principal or income of the Trust to revert
                to
                the Company, except as provided in the Company Contributions article
                or
                the Qualification Notice article, or be used for, or be diverted
                to, any
                purpose other than the exclusive benefit of Participants or their
                Beneficiaries;

            


    

    


    
      	 	
              B.

            	
              Change
                the duties or liabilities of the Trustee(s) without the Trustee(s)’
                written assent to such amendment;
                or

            


    

    


    
      	 	
              C.

            	
              Adversely
                affect the then vested benefits of any Participants. 

               

              The
                Employer may make any amendment it determines necessary or desirable,
                with
                or without retroactive effect to comply with ERISA and the
                Code.

            


    

    


    16.3 Contributions.

    


    The
      Company has established the Plan with the bona fide intention and expectation
      that the Plan will continue indefinitely, and that it will be able to make
      its
      Contributions indefinitely. Except as it relates to the requirements to repay
      an
      "Exempt Loan" as defined in Code section 4975(d)(2), used to acquire Company
      Stock, the Company shall not be under any obligation to continue its
      Contributions or to maintain the Plan for any given length of time. The Company
      may, in its sole discretion, completely discontinue its Contributions or
      terminate the Plan at any time without any liability whatsoever. The Company
      shall be under no obligation to maintain the Plan for its own Employees for
      any
      given length of time and may, in its sole discretion, terminate the Plan at
      any
      time without any liability whatsoever. In the event of the earlier
      of:

    


    A. The
      termination of this Plan; or

    


    
      	 	
              B.

            	
              The
                complete discontinuance of Company Contributions hereunder, the full
                value
                of the Accounts of all affected Participants shall become fully vested
                and
                nonforfeitable.

            


    

    


    In
      the
      event of partial termination of this Plan, the full value of the Accounts of
      the
      Participants involved in the partial termination shall become fully vested
      and
      nonforfeitable.

    


    16.4 Termination.

    


    The
      Plan
      shall terminate:

    


    
      	 	
              A.

            	
              Upon
                the date specified in a written notice of the termination of the
                Plan,
                executed by the Company and delivered to the Trustee(s);
                or

            


    

    


    B. Upon
      the
      earlier of:

    


    1. The
      complete accomplishment of all purposes for which the Plan was created;
      or

    


    
      	 	
              2.

            	
              The
                death of the last person entitled to receive any benefits hereunder
                who is
                living at the date of execution of the Plan and Trust document; provided,
                however, that if, upon the death of such last survivor, the Trust
                may
                continue for a longer period without violation of any law of the
                jurisdiction to which the Trust is subject. The Trust shall not be
                terminated upon the death of such last survivor but shall continue
                until
                the complete accomplishment of all the purposes for which the Plan
                and
                Trust are created, unless sooner terminated under the other provisions
                hereof.

            


    

    


    
      	
              16.5

            	
              Distribution
                Upon Termination.

            


    

    


    Upon
      the
      termination of this Plan and after payment of all expenses of the Trust,
      including any Compensation then due to the Trustee(s) and agents of the
      Administrative Committee, the Trust assets and all Participants' Accounts shall
      be revalued according to the procedures provided in the Allocation Of Trust
      Income Or Loss article. Limitation Accounts and Suspense Accounts held pursuant
      to the Allocation Of Trust Income Or Loss and Contributions articles,
      respectively, shall be allocated as of the date the Plan is terminated in
      accordance with the Allocation Of Trust Income Or Loss article. The Trustee(s)
      shall hold and distribute such Accounts as directed by the Administrative
      Committee in accordance with the provisions of the Distributions article. Upon
      such termination, all rights, powers, and duties to be exercised or performed
      by
      the Company shall thereafter be exercised or performed by the Administrative
      Committee, including the filling of vacancies on the Administrative Committee
      and the amending of the Plan. In the event the Administrative Committee is
      unable to perform, all rights, powers and duties shall be performed by the
      Trustee(s).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              16.6

            	
              Qualification
                Notice.

            


    

    


    The
      Company's obligation to make Contributions hereunder is conditioned upon the
      timely submission within the initial period under Code section 401(b), and
      receipt of an initial notification from the United States Department of the
      Treasury that this Plan is considered a qualified Plan under Code section 401(a)
      and that this Trust is considered exempt from taxation under Code section
      501(a). If such initial notification is not received, the Company and any
      Participant who has made Contributions hereunder shall be entitled to recover
      from the Trustee(s) the full amount of the then value of such Contributions
      within one (1) year after the date the initial qualification is denied, but
      only
      if the application for qualification is made by the time prescribed by law
      for
      filing the Employer's return for the taxable year in which the Plan is adopted,
      or such later date as the Secretary of the Treasury may prescribe. Prior to
      the
      receipt of such notification, no Participant hereunder or his Beneficiary shall
      have any vested interest in, or be entitled to, any benefit payments based
      on
      Company Contributions made hereunder; provided, however, that upon receipt
      of
      such notification, such vestings or entitlements shall be retroactive to the
      date of their occurrence in accordance with the other provisions of this Plan,
      and this article shall be of no further force or effect.

    


    
      	
              16.7

            	
              Reversion.

            


    

    


    Except
      as
      provided in the Company Contributions and Qualification Notice articles, in
      no
      event shall any part of the principal or income of the Trust revert to the
      Company or be used for or diverted to any purpose other than the exclusive
      benefit of Participants or their Beneficiaries.

    


    
      	
              16.8

            	
              Merger.

            


    

    


    In
      the
      case of any merger or consolidation with, or transfer of assets and liabilities
      to, any other plan, provisions shall be made so that each Participant in the
      Plan on the date thereof, if the Plan had then been terminated, would receive
      a
      benefit immediately after the merger, consolidation or transfer which is equal
      to or greater than the benefit he would have been entitled to receive
      immediately prior to the merger, consolidation, or transfer, if the Plan had
      then terminated. The Plan is specifically authorized to accept transfers from,
      consolidate or merge with, plans of the Company.

     

    ARTICLE
      XVII - ASSIGNMENTS

     

    


    
      	
              17.1

            	
              Alienation
                And QDROs.

            


    

    


    Except
      as
      provided below, the interest herein, whether vested or not, of any Participant,
      former Participant or Beneficiary, shall not be subject to alienation,
      assignment, pledging, encumbrance, attachment, garnishment, execution,
      sequestration, or other legal or equitable process, or transferability by
      operation of law in the event of bankruptcy, insolvency or
      otherwise.

    


    The
      provisions of this article shall not prevent the creation, assignment or
      recognition of any individual's right to a benefit payable with respect to
      a
      Participant pursuant to a Qualified Domestic Relations Order.

    


    The
      Administrative Committee may segregate assets for a Participant's spouse or
      former spouse in accordance with instructions from a duly authorized court
      of
      law, provided such instructions in all respects satisfy the requirements of
      a
      Qualified Domestic Relations Order as defined in Code section 414(p) and as
      provided in the Assignments article.

    


    A. "Qualified
      Domestic Relations Order" or "QDRO" means any judgment, decree or order
      which:

    


    
      	 	
              1.

            	
              Relates
                to the provision of child support, alimony payments or marital property
                rights to a spouse, child or other dependent of a
                Participant;

            


    

     

    
      
        	 	
                2.

              	
                
                  Is
                    made pursuant to a state domestic relations law (including a
                    community
                    property law);

                

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

    
      	 	
              3.

            	
              Creates,
                or recognizes the existence of, an Alternate Payee's rights to -
                or
                assigns to an Alternate Payee the right to - receive all or a portion
                of
                the benefits payable with respect to a Participant under the
                Plan;

            


    

    


    4. Clearly
      specifies:

    


    
      	 	
              a.

            	
              The
                name and last known mailing address (if any) of the Participant and
                each
                Alternate Payee covered by the order (unless such address is otherwise
                available to the Administrative
                Committee);

            


    

    


    
      	 	
              b.
                

            	
              The
                amount or percentage of the Participant's benefits to be paid by
                the Plan
                to each such Alternate Payee (or the manner in which such amount
                or
                percentage is to be determined);

            


    

    


    c. The
      number
      of payments or the period to which the order applies; and

    


    d. Each
      plan
      to which the order applies.

    


    
      	 	
              5.

            	
              Does
                not require the Plan to provide any type, form, timing or option
                of
                benefit not otherwise provided by the Plan to a
                Participant;

            


    

    


    6. Does
      not
      require the Plan to provide increased benefits; and

    


    
      	 	
              7.

            	
              Does
                not require benefits to be paid to an Alternate Payee which are required
                to be paid to a different Alternate Payee under another
                QDRO.

            


    

    


    
      	 	
              B.

            	
              The
                provisions of A.5. above shall not prevent a QDRO from requiring
                benefit
                payments to an Alternate Payee before the Participant's Separation
                From
                Service if such payments are made:

            


    

    


    
      	 	
              1.

            	
              On
                or after the date which is ten (10) years before the date on which
                the
                Participant attains (or would have attained) Normal Retirement Age;
                or

            


    

    


    2. As
      if the
      Participant had retired on the date on which payment is to begin under the
      QDRO;
      or

    


    
      	 	
              3.
                

            	
              In
                any other form permissible for Plan Participants (except a joint
                and
                survivor annuity for the Alternate Payee and subsequent
                spouse).

            


    

    


    
      	 	
              C.

            	
              The
                Administrative Committee shall establish reasonable procedures to
                determine whether a domestic relations order is a QDRO and to administer
                distributions under that QDRO. If any domestic relations order is
                received
                by the Plan, the Administrative Committee
                shall:

            


    

    


    
      	 	
              1.

            	
              Promptly
                notify the Participant and any Alternate Payee that the order has
                been
                received and of the Plan's procedures for determining whether the
                order is
                a QDRO; and

            


    

    


    
      	 	
              2.

            	
              Determine
                within a reasonable period after receipt of the order whether it
                is a QDRO
                and notify the Participant and each Alternate Payee of the Administrative
                Committee's determination.

            


    

    


    
      	 	
              D.

            	
              During
                any period in which the issue of whether a domestic relations order
                is a
                QDRO is being determined by the Administrative Committee, a court
                of
                competent jurisdiction or otherwise, the Administrative Committee
                shall
                segregate the amounts which would have been payable to the Alternate
                Payee
                during such period if the order had been determined to be a QDRO.
                If the
                order, or a modification of the order, is determined within eighteen
                (18)
                months to be a QDRO, the Administrative Committee shall segregate
                the
                amounts (as adjusted by attributable investment income or loss),
                in
                accordance with the Plan's provisions, for the entitled individual(s).
                If,
                within eighteen (18) months, the order is determined not to be a
                QDRO or
                its status as a QDRO is not resolved, the Administrative Committee
                may pay
                the segregated amounts (as adjusted by attributable investment income
                or
                loss) to the individual(s) entitled to receive such amounts absent
                such
                order. Any determination that an order is a QDRO made after the close
                of
                the eighteen (18) month period shall be applied prospectively
                only.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      XVIII - MISCELLANEOUS PROVISIONS

     

    


    
      	
              18.1

            	
              Governing
                Law.

            


    

    


    All
      matters regarding the validity, effect, interpretation and administration of
      this Plan and Trust document shall be determined in accordance with the laws
      of
      the State of California, except where preempted by ERISA or other federal
      statutes.

    


    
      	
              18.2

            	
              Gender.

            


    

    


    Wherever
      appropriate, terms used herein in the singular may include the plural or the
      plural may be read as the singular, and the masculine gender may include the
      feminine, and the neuter may include both the masculine and
      feminine.

    


    
      	
              18.3

            	
              Amendment
                Of Laws.

            


    

    


    All
      references to sections of ERISA or of the Code, or any regulations or rulings
      thereunder, shall be deemed to refer to such sections as they may subsequently
      be modified, amended, replaced or amplified by any federal statutes, regulations
      or rulings of similar application and importance.

    


    
      	
              18.4

            	
              Interpretations.

            


    

    


    All
      questions of interpretation of these definitions, their application, binding
      effect, as well as all issues concerning coverage, benefits and administration
      of this Plan shall be resolved by the Trustee(s) and the Administrative
      Committee, as provided elsewhere in this Plan, in their sole
      discretion.

    


    


    DATED:
      June 28, 2006

    


    EMPLOYER

    Temecula
      Valley Bank

    By:
      /s/Stephen H. Wacknitz

    Stephen
      H.
      Wacknitz

    President

    


    TRUSTEES

    TEMECULA
      VALLEY BANK EMPLOYEE STOCK OWNERSHIP PLAN

    /s/William
      McGaughey, Trustee

    William
      McGaughey, Trustee

    


    /s/Donald
      Pitcher, Trustee

    Donald
      Pitcher, Trustee

    


    /s/Donald
      Schempp, Trustee

    Donald
      Schempp, Trustee

    


    /s/Frank
      Basirico, Trustee

    Frank
      Basirico, Trustee