GapShare - Gap Inc.

 
 
Updated January 28, 1998 
 
 
 
 
GAPSHARE 
 
 
 
 
INTRODUCTION                                                          1 
ARTICLE I - DEFINITIONS                                               2 
ARTICLE II - ELIGIBILITY AND PARTICIPATION                           10 
Section 2.1      Eligibility Requirements.                           10 
Section 2.2      Participation.                                      11 
Section 2.3      Years of Service for Eligibility Computation.       11 
ARTICLE III - CONTRIBUTIONS                                          13 
Section 3.1      Employer Contributions.                             13 
Section 3.2      Employee Elective Deferrals.                        13 
Section 3.3      After-Tax Employee Contributions.                   14 
Section 3.4      Rollover Contributions.                             14 
Section 3.5      Trustee-to-Trustee Transfers.                       15 
Section 3.6      Deduction Limitation.                               15 
Section 3.7      Minimum Employer Contribution.                      15 
ARTICLE IV - 401(k) and 401(m)                                       16 
Section 4.1      Distribution of Excess Employee Elective Deferrals. 16 
Section 4.2      Actual Deferral Percentage Test.                    17 
Section 4.3      Distribution of Excess Contributions.               19 
Section 4.4      Actual Contribution Percentage Test.                20 
Section 4.5      Distribution of Excess Aggregate Contributions.     23 
Section 4.6      Recharacterization.                                 24 
ARTICLE V - ALLOCATIONS, VALUATION AND VESTING                       25 
Section 5.1      Allocation of Contributions.                        25 
Section 5.2      Participants Who Will Receive an Allocation.        25 
Section 5.3      Allocation of Forfeitures.                          25 
Section 5.4      Allocation Limitations.                             25 
Section 5.5      Valuation.                                          33 
Section 5.6      Vesting and Accrual.                                33 
Section 5.7      Allocation of Minimum Employer Contributions.       35 
ARTICLE VI - DISTRIBUTIONS                                           37 
Section 6.1      Distributions of Small Account Balances.            37 
Section 6.2      Distributions While In-Service.                     37 
Section 6.3      Distributions Upon Separation From Service.         38 
Section 6.4      Distributions Upon Retirement.                      38 
Section 6.5      Distributions Upon Death.                           38 
Section 6.6      Distributions Upon Disability.                      39 
Section 6.7      Special Beneficiary Provisions.                     40 
Section 6.8      Consent of the Participant Required for 
                 Distributions if Account Balances Greater 
                 Than $5,000.                                        40 
Section 6.9      Commencement of Benefits.                           41 
Section 6.10     Required Distributions.                             42 
Section 6.11     Special Distribution Rules for 401(k) Contributions 
                 and Qualified Non-Elective Contributions.           48 
Section 6.12     Form of Distribution.                               48 
Section 6.13     Trustee-to-Trustee Transfers.                       48  
Section 6.14     Normal Form of Benefit.                             49 
Section 6.15     Rollovers to Other Plans or IRAs.                   49 
ARTICLE VII - LOANS                                                  50 
Section 7.1      Availability of Loans.                              50 
Section 7.2      Amount of Loans.                                    50 
Section 7.3      Terms of Loans.                                     50 
ARTICLE VIII - PLAN ADMINISTRATION                                   53 
Section 8.1      Duties of the Employer.                             53 
Section 8.2      The Committee.                                      53 
Section 8.3      Appointment of Advisor.                             54 
Section 8.4      Powers and Duties of the Committee.                 54 
Section 8.5      Organization and Operation.                         55 
Section 8.6      Claims Procedure.                                   55 
Section 8.7      Records and Reports.                                56 
Section 8.8      Liability.                                          57 
Section 8.9      Reliance on Statements.                             57 
Section 8.10     Remuneration and Bonding.                           58 
Section 8.11     Committee Decisions Final.                          58 
Section 8.12     Participant-Directed Investments.                   58 
ARTICLE IX - TRUST AGREEMENT                                         59 
Section 9.1      Establishment of Trust.                             59 
Section 9.2      Exclusive Benefit.                                  59 
ARTICLE X - AMENDMENT, TERMINATION AND MERGER                        60 
Section 10.1     Amendment.                                          60 
Section 10.2     Termination.                                        60 
Section 10.3     Merger, Consolidation or Transfer.                  61 
 
 
ARTICLE XI - TOP-HEAVY PROVISIONS                                    62 
Section 11.1     Applicability.                                      62 
Section 11.2     Definitions.                                        62 
Section 11.3     Minimum Allocation.                                 65 
Section 11.4     Nonforfeitability of Minimum Allocation.            65 
Section 11.5     Allocation Limitations.                             66 
Section 11.6     Minimum Vesting Schedules.                          66 
ARTICLE XII - GENERAL PROVISIONS                                     67 
Section 12.1     Governing Law.                                      67 
Section 12.2     Power to Enforce.                                   67 
Section 12.3     Alienation of Benefits.                             67 
Section 12.4     Not an Employment Contract.                         67 
Section 12.5     Discretionary Acts.                                 68 
Section 12.6     Interpretation.                                     68 
ARTICLE XIII - SPECIAL RULES FOR PUERTO RICAN PARTICIPANTS           69 
ARTICLE XIV - SIGNATURE PAGE                                         72 
 
 
INTRODUCTION 
 
 
Purpose. 
 
The primary purpose of the GapShare (the "Plan") is to provide  
the Employees of Gap, Inc. and affiliates with retirement benefits  
in recognition of the contribution of the Employees to the  
successful operation of the Employer.  The Plan is intended to be a  
profit sharing plan, qualified under section 401(a) of the Internal  
Revenue Code (the "Code"), which permits salary deferral  
contributions as provided by section 401(k) of the Code; and its  
affiliated Trust is intended to be exempt from tax under  
section 501(a) of the Code.  In addition, it is intended that the  
Plan meet the applicable requirements of the Employee Retirement  
Income Security Act of 1974, as amended ("ERISA"). 
 
Effective Date. 
 
Pursuant to the terms of the Plan which permit its amendment by the  
Employer, this document is a restatement, in its entirety, of the  
Plan, generally effective January 1, 1998. 
 
The terms of this document now set forth the controlling provisions  
of the Plan for all persons who are Employees on or after the  
Effective Date; provided, however, that to the extent required  
under section 411(d)(6) of the Code (and related Treasury  
Regulations), the applicable provisions of the preceding Plan  
documents are incorporated herein by reference. 
 
 
 
ARTICLE I - DEFINITIONS 
 
 
The following words and phrases, wherever capitalized, shall have  
the meanings set forth below, unless the context in which they  
appear within the Plan clearly indicates otherwise: 
 
Account(s) means the aggregate (or as otherwise specified) interest  
of a Participant in the assets of the Trust.  Each Participant's  
interest will be segregated into one or more of the following  
Accounts, which will reflect, in addition to contributions  
allocated thereto, appropriate allocations of earnings, gains,  
losses and expenses of the Trust: 
 
  Employee Deferral Account.  The separate Account maintained  
for each Participant to which are credited his Employee  
Elective Deferrals. 
  
  100% Vested Matching Contribution Account.  The separate  
Account maintained for each Participant to which are  
credited any 100% Vested Matching Contributions allocated  
to him. 
  
  Excess Matching Contribution Account.  The separate Account  
maintained for each Participant to which are credited any  
Excess Matching Contributions allocated to him. 
  
  Employer Matching Contribution Account.  The separate  
Account maintained for each Participant to which are  
credited any Employer Matching Contributions allocated to  
him and made in accordance with Section 3.1. 
  
  Qualified Non-Elective Contribution Account.  The separate  
Account maintained for each Participant to which are  
credited any Qualified Non-Elective Contributions allocated  
to him and made on his behalf in accordance with  
Section 3.1. 
  
  Rollover Account.  The separate Account maintained for each  
applicable Participant to which contributions are made  
under Section 3.4. 
  
  After-Tax Employee Contribution Account. The separate  
Account maintained for each Participant, in accordance with  
Section 3.3, reflecting his After-Tax Employee  
Contributions. 
 
The Administrator may, in its discretion, establish subaccounts  
within each separate Account. 
 
Administrative Delegate means one or more persons or institutions  
to whom the Committee has delegated certain administrative  
functions pursuant to a written agreement. 
 
 
 
Administrator means the Committee designated by the Employer to  
administer the Plan. 
 
Affiliate means a member of a controlled group of corporations,  
within the meaning of section 414(b) of the Code, which includes  
the Employer; a trade or business (whether or not incorporated)  
which is in common control with the Employer as determined in  
accordance with section 414(c) of the Code; or any organization  
which is a member of an affiliated service group, within the  
meaning of section 414(m) of the Code, which includes the Employer;  
and any other organization required to be aggregated with the  
Employer pursuant to section 414(o) of the Code. 
 
After-Tax Employee Contributions means contributions to the Plan,  
if any, made by an Employee on an after-tax, nondeductible basis. 
 
Beneficiary means the person or persons or a trust affirmatively  
designated by a Participant to receive all or a portion of such  
Participant's benefits in the event the Participant dies leaving  
benefits payable to such a Beneficiary in accordance with the  
provisions of Article VI. 
 
Board means the Board of Directors of the Employer. 
 
Code means the Internal Revenue Code of 1986, as amended from time  
to time. 
 
Committee means the Global Benefits Committee of the Employer or  
its designated representatives. 
 
Compensation means all of each Participant's compensation as  
defined in section 415(c)(3) of the Code and Treasury Regulations  
Sections 1.415-2(d)(2) and (3). 
 
Notwithstanding the above, for purposes other than allocations  
pursuant to provision(s) providing for permitted disparity and/or  
Top-Heavy allocations, Compensation shall be determined by  
excluding moving expenses. 
 
Compensation shall include only that Compensation which is actually  
paid to the Participant during the determination period.  Except as  
provided elsewhere in this Plan, the determination period shall be  
the Plan Year. 
 
Effective for Plan Years beginning after December 31, 1988, the  
annual Compensation of each Participant taken into account for  
purposes of determining all benefits provided under the Plan for  
any determination period shall not exceed $200,000 as adjusted by  
the Secretary at the same time and in the same manner as under  
section 415(d) of the Code ("Compensation Limit"), except that  
the dollar increase in effect on January 1 of any calendar year  
shall be effective for years beginning in such calendar year.  The  
Compensation Limit for a determination period shall be the  
Compensation Limit in effect on the January 1 coinciding with or  
preceding such determination period.  If Compensation is determined  
on the basis of a 12-consecutive-month period ending within the  
Plan Year, then the applicable Compensation Limit is the  
Compensation Limit in effect for the calendar year in which such  
12-month period begins.  If Compensation is determined on the basis  
of a period of less than 12 calendar months, the Compensation Limit  
shall be the annual Compensation Limit which would otherwise be  
applicable multiplied by the 
 
 
ratio obtained by dividing by 12 the number of full months in the  
short period.  In determining the Compensation of a Participant for  
purposes of the $200,000 limitation, the rules of section 414(q)(6)  
of the Code shall apply except that, in applying such rules, the  
term "family" shall include only the Spouse of the Participant  
and any lineal descendants of the Participant who have not attained  
age 19 before the close of the Plan Year.  If as a result of the  
application of such rules the adjusted $200,000 limitation is  
exceeded, then (except for purposes of determining the portion of  
Compensation up to the integration level, as defined in  
Section 5.1, if applicable) the limitation shall be prorated among  
the affected individuals in proportion to each such individual's  
Compensation as determined prior to the application of this  
limitation.   
 
Notwithstanding the above, effective for Plan Years beginning after  
December 31, 1993, the annual Compensation Limit shall not exceed  
$150,000, adjusted for calendar years beginning after 1994 at the  
same time and in the same manner as under section 415(d) of the  
Code, but only if and when the aggregate of such potential  
adjustments totals at least $10,000, and then only in amounts of  
$10,000, in the manner described in section 401(a)(17) of the Code. 
 
If Compensation for any prior determination period is taken into  
account in determining an Employee's allocations or benefits for  
the current determination period, the Compensation for such prior  
period is subject to the applicable annual Compensation Limit in  
effect for that prior period.  For this purpose, for years  
beginning before January 1, 1990, the applicable annual  
Compensation Limit is $200,000. 
 
Defined Benefit Plan means a pension plan maintained by the  
Employer which is qualified under section 401(a) of the Code and  
which is not a Defined Contribution Plan, except to the extent that  
it maintains separate accounts with respect to which it is treated  
as a Defined Contribution Plan. 
 
Defined Contribution Plan means a plan qualified under  
section 401(a) of the Code and maintained by the Employer which  
provides for an account for each individual who participates in the  
plan, from which account all benefits attributable to amounts  
allocated to each such Participant's account (and any income and  
expenses or gains or losses attributable to such accounts, both  
realized and unrealized) are paid. 
 
Disability means any medically determinable physical or mental  
impairment which results in an inability to engage in any  
substantial gainful activity by reason thereof and which may be  
expected to result in death or which has lasted or can be expected  
to last for a continuous period of not less than 12  months.  The  
permanence and degree of such impairment must be supported by  
medical evidence.  Disability will be determined by a physician  
appointed by the Administrator. 
 
 
 
Effective Date The provisions of this amendment and restatement are  
generally effective January 1, 1998, except for the retroactive  
effective dates required by the Tax Reform Act of 1986, the Omnibus  
Budget Reconciliation Act of 1986, the Omnibus Budget  
Reconciliation Act of 1987, the Technical and Miscellaneous Revenue  
Act of 1988, the Omnibus Budget Reconciliation Act of 1989, or any  
final Regulations published and effective since the most recent  
effective date of this Plan.  Further, to the extent the Plan was  
operated in accordance with the provisions of this amendment and  
restatement as of an effective date earlier than that required by  
law, such date shall be the Effective Date. 
 
Employee means any common law Employee of the Employer or any  
Affiliate.  The term Employee shall also include any Leased  
Employee deemed to be an Employee of the Employer or any Affiliate  
as provided in section 414(n) or (o) of the Code.   
 
Employee Elective Deferrals means contributions to the Plan from an  
Employee's salary, which the Employee could have received currently  
in Compensation. 
 
Employer means Gap, Inc., any successor through merger,  
consolidation or purchase of substantially all of the assets or  
business of the entity which is the Employer immediately prior to  
such succession, which successor, within 90 days after such  
succession, agrees to continue this Plan; and any Affiliate which  
adopts the Plan. 
 
Employer Matching Contributions means those contributions made by  
the Employer as described under Section 3.1 which are allocated to  
Participants' Employer Matching Contribution Accounts, and does not  
include Qualified Non-Elective Contributions (if any). 
 
ERISA means the Employee Retirement Income Security Act of 1974, as  
amended from time to time. 
 
Forfeitures means the nonvested portion, if any, of a Participant's  
Account created as a result of termination of employment by the  
Participant prior to the time he becomes 100 percent Vested in his  
Account.  A Forfeiture occurs immediately after the distribution of  
the entire Vested portion of a Participant's Account or the last  
day of the Plan Year in which his 5th consecutive One-Year Break in  
Service occurs, whichever occurs earlier, or upon approval of Plan  
Administrator. 
 
Highly Compensated Employee means and includes active highly  
compensated Employees and former highly compensated Employees. 
 
An active highly compensated Employee includes any Employee who  
performed service for the Employer during the Plan Year and who:   
(1) during the preceding Plan Year received Compensation from the  
Employer in excess of $80,000 (as adjusted pursuant to section  
415(d) of the Code), and, if elected by the Employer, was a member  
of the top-paid group for such year; or (2) during the current or  
preceding Plan Year was an owner of more than 5 percent of the  
Employer.  
 
 
 
A former highly compensated Employee includes any Employee who  
separated (or was deemed to have separated) from service prior to  
the determination year, who has performed no service for the  
Employer during the determination year, and who was a highly  
compensated active Employee for either the year of his separation  
from service or any determination year ending on or after the  
Employee's 55th birthday. 
 
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 section 414(q) of the  
Code and the Regulations promulgated thereunder.  For purposes of  
this definition, the Employer shall include any Affiliate. 
 
Hour of Service means: 
 
(a) Each hour for which an Employee is paid, or entitled to  
payment, for the performance of duties for the Employer.   
These hours will be credited to the Employee for the  
computation period in which the duties are performed; 
  
(b) Each hour for which an Employee is paid, or entitled to  
payment, by the Employer on account of a period of time  
during which no duties are performed (irrespective of whether  
the employment relationship has terminated) due to vacation,  
holiday, illness, incapacity (including Disability), layoff,  
jury duty, military duty or leave of absence.  No more than  
501 hours of service will be credited under this paragraph  
for any single continuous period (whether or not such period  
occurs in a single computation period).  Hours under this  
paragraph will be calculated and credited pursuant to  
section 2530.200b-2 of the Department of Labor regulations,  
which section is incorporated herein by this reference; and 
  
(c) Each hour for which back pay, irrespective of mitigation of  
damages, is either awarded or agreed to by the Employer.  The  
same hours of service will not be credited both under  
paragraph (a) or paragraph (b), as the case may be, and under  
this paragraph (c).  These hours will be credited to the  
Employee for the computation period or periods to which the  
award or agreement pertains rather than the computation  
period in which the award, agreement or payment is made. 
 
For purposes of this definition, Employer includes any Affiliate.   
Hours of Service will be credited for employment with other members  
of any affiliated service group (under section 414(m) of the Code),  
controlled group of corporations (under section 414(b) of the  
Code), or group of trades or businesses under common control (under  
section 414(c) of the Code) of which the adopting Employer is a  
member, and any other entity required to be aggregated with the  
Employer pursuant to section 414(o) of the Code and the Regulations  
promulgated thereunder. 
 
 
 
Hours of Service will also be credited with respect to any  
individual considered an Employee for purposes of this Plan under  
section 414(n) of the Code and the Regulations promulgated  
thereunder. 
 
Hours of Service will be credited for all employment with the  
Employer regardless of whether the Employee was at the time an  
eligible Employee. 
 
Service will be determined on the basis of the actual hours for  
which an Employee is paid or entitled to payment. 
 
Late Retirement Date means the date, occurring after Normal  
Retirement Age, on which an Employee actually retires from  
employment with the Employer. 
 
Leased Employee means any person (other than an Employee of the  
Employer) who, pursuant to an agreement between the Employer and  
any other person (the "leasing organization"), has performed  
services for the Employer (or for the Employer and related persons  
determined in accordance with section 414(n)(6) of the Code) on a  
substantially full time basis for a period of at least one year,  
and such services are of a type historically performed by Employees  
in the business field of the Employer.  Contributions or benefits  
provided to a Leased Employee by the leasing organization which are  
attributable to services performed for the Employer shall be  
treated as provided by the Employer. 
 
A Leased Employee shall not be considered an Employee of the  
Employer if (i) such Employee is covered by a money purchase  
pension plan maintained by the leasing organization providing:   
(a) a non-integrated employer contribution rate of at least  
10 percent of Compensation, as defined in section 415(c)(3) of the  
Code, but including amounts contributed pursuant to a salary  
reduction agreement which are excludable from the Employee's gross  
income under section 125, section 402(e)(3), section 402(h) or  
section 403(b) of the Code, (b) immediate participation, and  
(c) full and immediate vesting; and (ii) Leased Employees do not  
constitute more than 20 percent of the Employer's non-highly  
compensated workforce. 
 
Minimum Employer Contributions means contributions made by the  
Employer in accordance with the provisions of Section 3.7. 
 
Non-Highly Compensated Employee means an Employee who is not a  
Highly Compensated Employee. 
 
Normal Retirement Age means age 60. 
 
One-Year Break in Service means a 12-consecutive-month period  
during which the Participant does not complete more than 500 Hours  
of Service. 
 
Solely for purposes of determining whether a One-Year Break in  
Service has occurred for participation and vesting purposes, an  
individual who is absent from work for maternity or paternity  
reasons shall receive credit for the Hours of Service which would  
otherwise have been credited to such individual but for such  
absence, or in any case in which such hours cannot be determined,  
eight Hours of Service per day of such absence, to a maximum of  
501 Hours of 
 
 
Service for any one child-related absence.  For purposes of this  
paragraph, an absence from work for maternity or paternity reasons  
means an absence: (1) by reason of the pregnancy of the individual;  
(2) by reason of a birth of a child of the individual; (3) by  
reason of the placement of a child with the individual in  
connection with the adoption of such child by such individual; or  
(4) for purposes of caring for such child for a period beginning  
immediately following such birth or placement.  The Hours of  
Service credited under this paragraph shall be credited in the  
computation period in which the absence begins if necessary to  
prevent a One-Year Break in Service in that period or, in all other  
cases, in the next following computation period. 
 
Participant means an Employee of the Employer who participates in  
the Plan pursuant to Article II; a former Employee who participated  
in the Plan under Article II and who continues to be entitled to a  
Vested benefit under the Plan; or a former Employee who  
participated in the Plan under Article II, and who has not yet  
incurred a One-Year Break in Service.  For purposes of  
Section 6.15, "Participant" shall include a former Participant,  
as well as a former Participant's Surviving Spouse and  
Participant's or former Participant's Spouse or former Spouse who  
is the alternate payee under a qualified domestic relations order  
as defined in section 414(p) of the Code (who shall be deemed  
Participants with respect to such Spouse's interest under the  
Plan). 
 
Plan means the GapShare, as set forth herein. 
 
Plan Year means the 12-consecutive-month period which begins on  
January 1 and on each anniversary thereof. 
 
Regulations means the Treasury regulations pertaining to the  
Internal Revenue Code of 1986, as amended from time to time. 
 
Required Distributions shall be as described in Section 6.10 of the  
Plan. 
 
Spouse means the spouse or surviving spouse of the Participant,  
provided that a former Spouse shall be treated as the spouse or  
surviving spouse to the extent provided under a "qualified  
domestic relations order" as defined in section 414(p) of the  
Code. 
 
Top-Heavy shall have the meaning and effect described in Article XI  
of the Plan. 
 
Trust means the Trust as established under Article IX and  
maintained for purposes of the Plan which is administered by the  
Trustee in accordance with the provisions of the agreement of Trust  
between the Employer and the Trustee.  If the Trust is governed by  
a separate agreement entered into between the Employer and the  
Trustee (which shall be incorporated by reference herein and become  
part of the Plan) to the extent the terms of such Trust agreement  
conflict with the Plan, the terms of such Trust agreement will  
control except to the extent that it is necessary to follow the  
terms of the Plan in order to maintain the qualified status of the  
Plan under section 401(a) of the Code. 
 
 
 
Trustee means the party or parties named under the Trust who shall  
have exclusive authority and discretion to manage and control the  
assets of the Plan.  Notwithstanding the above, to the extent the  
Plan expressly provides, the Trustee shall be subject to the  
direction of the Committee and/or Investment Manager. 
 
Trust Fund means all money and other property received or held by  
the Trustee under the Trust, plus all income and gains and minus  
all losses, expenses, and distributions chargeable to the Trust  
assets. 
 
Valuation Date means any day on which the New York Stock Exchange  
is open for business. 
 
Vested means nonforfeitable. 
 
Year of Service means a 12-consecutive-month period during which an  
Employee is credited with at least 1,000 Hours of Service.  If a  
fractional Year of Service is used in the Plan, there will be no  
Hours of Service requirement. 
 
 
ARTICLE II - ELIGIBILITY AND PARTICIPATION 
 
 
Section 2.1     Eligibility Requirements. 
 
(a) Only Employees of the Employer will be eligible to  
participate in the Plan. 
  
(b) Employees become eligible to participate in the Plan upon  
attainment of age 21 and completion of one Year of Service. 
  
 Employees become eligible to make Employee Elective Deferrals  
under the Plan upon attainment of age 21 and completion of  
one Year of Service. 
  
(c) Notwithstanding any other provision of this Article II, all  
Employees and former Employees who are Participants in the  
Plan as of the date immediately preceding the Effective Date  
of this amendment and restatement and who then have an  
Account balance (whether or not nonforfeitable) shall  
continue their participation in the Plan as restated.  A  
former Employee who was a Participant in the Plan and who  
either did or did not receive a distribution of his entire  
nonforfeitable Account balance on account of termination of  
employment may become eligible to participate in the Plan  
upon reemployment. 
  
(d) Notwithstanding any other provision of this Plan, Employees  
included within the following described classification(s) are  
excluded from participation in this Plan: 
  
(1) Employees in a unit of employees covered by a  
collective bargaining agreement between the Employer  
and employee representatives, if retirement benefits  
were the subject of good faith bargaining and if two  
percent or less of the Employees of the Employer who  
are covered pursuant to that agreement are  
professionals as defined in section 1.410(b)-9(g) of  
the Regulations.  For this purpose, the term "employee  
representatives" does not include any organization  
more than half of whose members are Employees who are  
owners, officers, or executives of the Employer. 
  
(2) Employees who are nonresident aliens (within the  
meaning of section 7701(b)(1)(B) of the Code) and who  
receive no earned income  
(within the meaning of section 911(d)(2) of the Code)  
from the Employer which constitutes income from sources  
within the United States within the meaning of  
section 861(a)(3) of the Code. 
  
 
 
(3) Employees who are employed in a foreign country;  
provided that this exclusion shall not apply to an  
employee who is temporarily transferred to employment  
with an employer in a foreign country and who is a  
citizen or a resident alien of the United States at the  
time of such transfer. 
  
(4) Any individual who is paid through the accounts payable  
system for services rendered, rather than an employer's  
regular payroll system and any individual who has a  
written agreement with an employer that he or she will  
not be covered by the employer's benefit plans. 
 
Section 2.2     Participation. 
 
An Employee will begin participation in the Plan on the first day  
of the first pay period following satisfaction of the eligibility  
requirements set forth in Section 2.1 above.  
 
For purposes of Employee Elective Deferrals, an eligible non- 
excluded Employee will begin participation in the Plan on the first  
day of the first pay period following satisfaction of the  
eligibility requirements set forth in Section 2.1 above. 
 
Section 2.3     Years of Service for Eligibility Computation. 
 
(a) For purposes of determining Years of Service and One-Year  
Breaks in Service for purposes of establishing eligibility to  
participate in the Plan, the initial eligibility computation  
period shall be the 12-consecutive-month period beginning on  
the date on which the Employee first performs an Hour of  
Service for the Employer or an Affiliate ("employment  
commencement date"). 
  
(b) The succeeding 12-consecutive-month eligibility computation  
periods shall commence with the first Plan Year which  
includes the first anniversary of the Employee's employment  
commencement date, regardless of whether the Employee is  
entitled to be credited with 1,000 Hours of Service during  
the initial eligibility computation period.  An Employee who  
is credited with service in both the initial eligibility  
computation period (described above) and the first Plan Year  
which commences prior to the first anniversary of the  
Employee's initial eligibility computation period will be  
credited with two Years of Service for purposes of  
eligibility to participate. 
  
(c) Years of Service and One-Year Breaks in Service will be  
measured by the same eligibility computation period. 
  
 
 
(d) All Years of Service with the Employer or an Affiliate will  
be credited for purposes of determining eligibility except  
the following: 
  
(1) If an Employee has a One-Year Break in Service before  
satisfying the eligibility requirements of the Plan,  
service before such Break will not be taken into  
account.   
  
(2) In the case of any Participant whose employment with  
the Employer terminates and who subsequently is  
reemployed by the Employer, regardless of whether the  
Employee has incurred a One-Year Break in Service, such  
Employee will participate immediately upon returning to  
employment. 
  
(e) In the event a Participant is no longer a member of an  
eligible class of Employees and becomes ineligible to  
participate but has not incurred a One-Year Break in Service,  
such Employee will participate immediately upon again  
becoming a member of an eligible class of Employees.  If such  
Participant incurs a One-Year Break in Service, eligibility  
will be determined according to the break in service rules of  
the Plan otherwise described in this Section 2.3. 
  
An Employee who has not been, but who becomes a member of an  
eligible class of Employees shall participate in the Plan  
immediately upon becoming a member of such class if such  
Employee has satisfied the minimum age and service  
requirements necessary to become a Participant under the  
Plan. 
 
 
 
ARTICLE III - CONTRIBUTIONS 
 
 
Section 3.1     Employer Contributions. 
 
Employer Matching Contributions: 
 
For each Plan Year the Employer may make an Employer Matching  
Contribution to the trust based on After-Tax Employee Contributions  
and Employee Elective Deferrals.  The amount of the Employer  
Matching Contributions shall be determined for each Plan Year by  
the Employer, but shall not be based on more than four percent of  
Participant's Compensation for the Plan Year. 
 
Qualified Non-Elective Contributions: 
 
At the discretion of the Employer, Qualified Non-Elective  
Contributions may be made which may be used for purposes of  
ensuring that the Plan complies with the nondiscrimination tests of  
sections 401(k) or 401(m) of the Code and the Regulations  
promulgated thereunder.  Qualified Non-Elective Contributions may  
be made with respect to only those Participants who are Non-Highly  
Compensated Employees in the same dollar amount or the same  
percentage of Compensation for each until the non-discrimination  
tests of sections 401(k) and/or 401(m) of the Code are met. 
 
Section 3.2     Employee Elective Deferrals. 
 
Each Plan Year, each Participant may elect to defer between 2 and  
16 percent of Compensation (Employee Elective Deferrals) which will  
be contributed by the Employer to the Plan.  New Participants may  
commence deferrals as specified in Section 2.2.  A Participant may  
change his election or make a new election as of any business day.   
Notification must be given to the Plan Administrator or its  
designee by a Participant prior to the first pay period affected by  
a modification. 
 
In addition, a Participant may cease to have Employee Elective  
Deferrals made as of any payroll period if notice is given to the  
Plan Administrator or its designee prior to such date.  The Plan  
Administrator may reduce or completely prohibit Employee Elective  
Deferrals at any time if the Administrator determines such action  
is necessary to ensure compliance with section 401(k), 402(g), or  
415 of the Code. 
 
 
 
Employee Elective Deferrals under this and all other qualified  
plans maintained by the Employer may not be made on behalf of any  
Participant during any taxable year to the extent such would exceed  
the dollar limitation of section 402(g) of the Code in effect at  
the beginning of the taxable year ($7,000 as adjusted for cost of  
living). 
 
Section 3.3     After-Tax Employee Contributions. 
 
Each Plan Year, each Participant may elect to defer between 2 and  
21 percent of Compensation on an after-tax basis (After-Tax  
Employee Contributions).  After-Tax Employee Contributions are  
permitted on a nondiscriminatory basis as determined by the  
Administrator. 
 
Section 3.4     Rollover Contributions. 
 
(a) An Employee, who is eligible to participate in the Plan under  
Section 2.1, regardless of whether he has satisfied the  
Participation requirements of Section 2.2, may roll over into  
the Plan an eligible rollover distribution (as defined in  
section 402(c) of the Code) from another qualified plan, or  
from an individual retirement account in the manner described  
in section 408(d)(3)(A)(ii) of the Code.  If such rollover is  
not a direct transfer as described in section 401(a)(31) of  
the Code, it must be received by the Plan within 60 days of  
the date it was received by the Participant from the  
distributing qualified plan or individual retirement account. 
  
(b) The Plan Administrator shall develop such procedures, and may  
require such information from an Employee desiring to make  
such a rollover, as he deems necessary or desirable to  
determine that the proposed rollover will meet the  
requirements of this Section.  Upon approval by the Plan  
Administrator, the amount rolled over shall be deposited in  
the Trust and shall be credited to the Employee's Rollover  
Account.  Such Account shall share in allocations of  
earnings, losses and expenses of the Trust Fund, but shall  
not share in allocations of Employer contributions.  The  
Employee's Rollover Account shall be distributed in  
accordance with Article VI. 
  
(c) In the event of a rollover contribution on behalf of an  
Employee who is otherwise eligible to participate in the Plan  
but who has not yet satisfied the participation requirements  
of Section 2.2, such Employee's Rollover Account shall  
represent his sole interest in the Plan until he becomes a  
Participant. 
 
 
 
Section 3.5     Trustee-to-Trustee Transfers. 
 
(a) Subject to Plan Administrator approval, an Employee, not  
excluded from participation in the Plan, regardless of  
whether he has satisfied any age and service requirements for  
participation, may cause assets from the qualified plan of a  
prior employer to be transferred directly by the trustee of  
such plan to the Trustee of this Plan. 
  
(b) A direct rollover as described in Section 6.15 shall not  
constitute a trustee-to-trustee transfer for purposes of the  
Plan. 
 
Section 3.6     Deduction Limitation. 
 
Employer contributions made with respect to any Plan Year under  
this Article III are conditioned upon such contributions being  
deductible by the Employer for such Plan Year under section 404 of  
the Code. 
 
Section 3.7     Minimum Employer Contribution. 
 
Minimum Employer Contribution 
 
For each Plan Year, the Employer shall make contributions to the  
Plan in the form of employer contributions, in cash or stock, at  
least equal to a specified dollar amount, on behalf of those  
individuals who are entitled to an allocation under Section 5.7.   
Such amount shall be determined by the Employer, or its delegatee,  
by appropriate action on or before the last day of the Employer's  
taxable year that ends within such Plan Year. 
 
The Minimum Employer Contribution for a Plan Year shall be paid by  
the Employer in one or more installments without interest.  The  
Minimum Employer Contribution shall be deemed to be satisfied for  
the Plan Year as soon as the total of "employer contributions"  
for the Plan Year equals the amount of the Minimum Employer  
Contribution.  For purposes of this Section 3.7, "employer  
contributions" means employer contributions, as defined under  
section 404 of the Code, including, but not limited to, Employee  
Elective Deferrals and Employer Matching Contributions.  The  
Employer shall pay the Minimum Employer Contribution at any time  
during the Plan Year, and for purposes of deducting such  
contribution, shall make the contribution not later than the time  
prescribed by the Code for filing the Employer's Federal income tax  
return including extensions, for its taxable year that ends within  
such Plan Year.  Notwithstanding any provision of the Plan to the  
contrary, the Minimum Employer Contribution made to the Plan by the  
Employer shall not revert to, or be returned to, the Employer. 
 
 
ARTICLE IV - 401(k) and 401(m) 
 
 
Section 4.1     Distribution of Excess Employee Elective  
Deferrals. 
 
(a) Excess Employee Elective Deferrals shall be distributed in  
accordance with the provisions of this Section 4.1. Excess  
Employee Elective Deferrals are those elective deferrals that  
are includible in a Participant's gross income because they  
exceed the dollar limitation ($7,000 as adjusted for cost of  
living) imposed under Code section 402(g).  Excess Employee  
Elective Deferrals shall be treated as Annual Additions under  
the Plan, except to the extent they are distributed on or  
before the April 15 first following the close of a  
Participant's tax year.  
  
(b) A Participant may attribute to this Plan any excess Employee  
Elective Deferrals made during a taxable year of the  
Participant by notifying the Plan Administrator, through  
actual or deemed notification, on or before March 1 following  
the calendar year when the excess Employee Elective Deferrals  
are made of the amount of the excess Employee Elective  
Deferrals to be attributed to the Plan. A Participant will be  
deemed to have notified the Plan Administrator of any excess  
Employee Elective Deferrals which exist when only those  
elective deferrals made to this Plan and any other plan(s)  
maintained by the Employer are taken into account. 
  
(c) Notwithstanding any other provision of the Plan, excess  
Employee Elective Deferrals, plus any income and minus any  
loss allocable thereto, shall be distributed no later than  
April 15 to any Participant to whose Account excess Employee  
Elective Deferrals were attributed for the preceding year and  
who claims excess Employee Elective Deferrals for such  
taxable year.  With respect to any taxable year, a  
Participant's Employee Elective Deferrals are the sum of all  
Employer contributions made on behalf of such Participant  
pursuant to an election to defer under any qualified cash or  
deferred arrangement as described in section 401(k) of the  
Code, any simplified employee pension cash or deferred  
arrangement as described in section 402(h)(1)(B) of the Code,  
any eligible deferred compensation plan under section 457 of  
the Code, any plan described under section 501(c)(18) of the  
Code, and any Employer contributions made on the behalf of a  
Participant for the purchase of an annuity contract under  
section 403(b) of the Code pursuant to a salary reduction  
agreement, but shall not include amounts distributed pursuant  
to the provisions of Section 5.4(a)(3) of this Plan. 
  
 
 
(d) Excess Employee Elective Deferrals shall be adjusted for any  
income or loss during the Plan Year.  The income or loss  
allocable to excess Employee Elective Deferrals is the income  
or loss allocable to the Participant's Employee Deferral  
Account for the taxable year multiplied by a fraction, the  
numerator of which is such Participant's excess Employee  
Elective Deferrals for the year and the denominator is the  
Participant's Account balance attributable to Employee  
Elective Deferrals without regard to any income or loss  
occurring during such taxable year. 
 
Section 4.2     Actual Deferral Percentage Test. 
 
(a) For each Plan Year, the Actual Deferral Percentage (ADP) for  
Participants who are Highly Compensated Employees must bear a  
relationship to the ADP for Participants who are Non-Highly  
Compensated Employees which satisfies either of the following  
tests for nondiscrimination: 
  
(1) The ADP for Participants who are Highly Compensated  
Employees is not more than the ADP for Participants who  
are Non-Highly Compensated Employees multiplied by  
1.25; or 
  
(2) The ADP for Participants who are Highly Compensated  
Employees is not more than the ADP for Participants who  
are Non-Highly Compensated Employees multiplied by two,  
and the ADP for Participants who are Highly Compensated  
Employees does not exceed the ADP for Participants who  
are Non-Highly Compensated Employees by more than two  
percentage points. 
  
 Actual Deferral Percentage means, for a specified group of  
Participants for a Plan Year, the average of the ratios  
(calculated separately for each Participant in such group) of  
(i) the amount of Employer contributions actually paid over  
to the Trust on behalf of such Participant for the Plan Year  
to (ii) the Participant's Compensation for such Plan Year.   
Employer contributions on behalf of any Participant shall  
include: (i) any Employee Elective Deferrals made pursuant to  
the Participant's deferral election, including excess  
Employee Elective Deferrals of Highly Compensated Employees,  
but excluding (A) Excess Employee Elective Deferrals by Non- 
Highly Compensated Employees which are attributable solely to  
Employee Elective Deferrals made under the Plan or any other  
plan(s) of the Employer and (B) Employee Elective Deferrals  
that are taken into account in the Contribution Percentage  
test (provided the ADP test is satisfied both with and  
without exclusion of these Employee Elective Deferrals); and  
(ii) at the election of the Employer, Qualified Non-Elective  
Contributions and Qualified Matching Contributions made  
either to the Plan or another plan of the Employer qualified  
under section 401(a).  For purposes of computing Actual  
Deferral Percentages, any Employee who would be a 
 
 
Participant but for the failure to make Employee Elective  
Deferrals shall be treated as a Participant on whose behalf  
no Employee Elective Deferrals are made. Compensation may be  
limited to that which is received for the period the Employee  
is a Participant. 
  
(b) The ADP for any Participant who is a Highly Compensated  
Employee for the Plan Year shall be determined by aggregating  
his employee elective deferrals in all plans maintained by  
the Employer.  If a Highly Compensated Employee participates  
in two or more cash or deferred arrangements having different  
plan years, all cash or deferred arrangements ending with or  
within the same calendar year shall be treated as a single  
arrangement. Notwithstanding the above, any plans required to  
be mandatorily segregated pursuant to Regulations promulgated  
under section 401(k) of the Code shall not be aggregated for  
purposes of this Section 4.2. 
  
(c) In the event that this Plan satisfies the requirements of  
sections 401(k), 401(a)(4), or 410(b) of the Code only if  
aggregated with one or more other plans, or if one or more  
other Plans satisfy the requirements of such sections of the  
Code only if aggregated with this Plan, then this Section  
shall be applied by determining the ADP of Employees as if  
all such plans were a single plan.  For Plan Years beginning  
after December 31, 1989, plans may be aggregated in order to  
satisfy section 401(k) of the Code only if they have the same  
Plan Year. 
  
(d) For purposes of determining the ADP of a Participant who is a  
5-percent owner or one of the ten most highly paid Highly  
Compensated Employees, the Employee Elective Deferrals (and  
Qualified Non-Elective Contributions or Qualified Matching  
Contributions, or both, if treated as Employee Elective  
Deferrals for purposes of the ADP test) and Compensation of  
such Participant shall include, respectively, the Employee  
Elective Deferrals (and, if applicable, Qualified Non- 
Elective Contributions and Qualified Matching Contributions,  
or both) and Compensation for the Plan Year of family members  
(as defined in section 414(q)(6) of the Code).  Such family  
members shall be disregarded as separate Employees in  
determining the ADP both for Participants who are Non-Highly  
Compensated Employees and for Participants who are Highly  
Compensated Employees. 
  
(e) In order to be considered for purposes of performing the ADP  
test(s), Employee Elective Deferrals, Qualified Non-Elective  
Contributions and Qualified Matching Contributions must be  
made before the last day of the twelve-month period  
immediately following the Plan Year to which such  
contributions relate. 
  
(f) The Employer shall maintain annual records sufficient to  
demonstrate satisfaction of the ADP test and identify the  
amount of Qualified Non-Elective Contributions or Qualified  
Matching Contributions, or both, used in such test. 
  
 
 
(g) The determination and treatment of the amounts considered in  
determining the ADP with respect to each Participant shall  
satisfy such other requirements as may be prescribed by the  
Secretary of the Treasury. 
 
Section 4.3     Distribution of Excess Contributions. 
 
(a) Discriminatory Employee Elective Deferrals (Excess  
Contributions) are, with respect to any Plan Year, the excess  
of: 
  
(1) The aggregate amount of Employer contributions actually  
taken into account in computing the ADP of Highly  
Compensated Employees for such Plan Year, over 
  
(2) The maximum amount of such contributions permitted  
pursuant to the ADP test described under Section 4.2(a)  
(determined by reducing contributions made on behalf of  
Highly Compensated Employees in order, beginning with  
the contributions made on behalf of the Employee with  
the highest ADP). 
  
(b) Notwithstanding any other provision of this Plan, Excess  
Contributions, plus any income and minus any loss allocable  
thereto, shall be distributed no later than the last day of  
each Plan Year to Participants to whose Accounts such Excess  
Contributions were allocated for the preceding Plan Year.   
Such distributions shall be made to Highly Compensated  
Employees on the basis of the respective portions of the  
Excess Contributions attributable to each of such Employees,  
calculated as described above.  Excess Contributions shall be  
allocated to Participants who are subject to the family  
member aggregation rules of section 414(q)(6) of the Code in  
proportion to the Employee Elective Deferrals (and amounts  
treated as Employee Elective Deferrals) of each family member  
whose Employee Elective Deferrals are included in the  
combined ADP. Excess Contributions (including any amounts  
recharacterized as After-Tax Employee Contributions as  
permitted under Section 4.6) shall be treated as Annual  
Additions under the Plan. 
  
(c) Excess Contributions shall be adjusted for any income or loss  
during the Plan Year.  The income or loss allocable to Excess  
Contributions is the income or loss allocable to the  
Participant's Employee Deferral Account (and, if applicable,  
his Qualified Non-Elective Contribution Account or Qualified  
Matching Contributions Account, or both) for the Plan Year  
multiplied by a fraction, the numerator of which is such  
Participant's Excess Contributions for the year and the  
denominator of which is the Participant's Account balance  
attributable to Employee Elective Deferrals (and Qualified  
Non-Elective Contributions or Qualified Matching  
Contributions, or both, if any of such contributions are  
included in the ADP test) without regard to any income or  
loss occurring during such Plan Year. 
  
 
 
(d) Excess Contributions shall be distributed from the  
Participant's Employee Deferral Account and Qualified  
Matching Contributions Account (if applicable) in proportion  
to the Participant's Employee Elective Deferrals and  
Qualified Matching Contributions (to the extent used in the  
ADP test) for the Plan Year. Excess Contributions shall be  
distributed from the Participant's Qualified Non-Elective  
Contribution Account only to the extent that such Excess  
Contributions exceed the balance of the Participant's  
Employee Deferral Account and Qualified Matching  
Contributions Account. 
 
Section 4.4     Actual Contribution Percentage Test. 
 
(a) For each Plan Year, the Actual Contribution Percentage (ACP)  
of Highly Compensated Employees must bear a relationship to  
the ACP for Non-Highly Compensated Employees which satisfies  
either of the following tests for nondiscrimination: 
  
(1) The ACP for Participants who are Highly Compensated  
Employees is not more than the ACP for Participants who  
are Non-Highly Compensated Employees multiplied by  
1.25; or 
  
(2) The ACP for Participants who are Highly Compensated  
Employees is not more than the ACP for Participants who  
are Non-Highly Compensated Employees multiplied by two,  
and the ACP for participants who are Highly Compensated  
Employees does not exceed the ACP for Participants who  
are Non-Highly Compensated Employees by more than two  
percentage points. 
  
(b) If any Highly Compensated Employees have both Employee  
Elective Deferrals and Matching Contributions and/or After- 
Tax Employee Contributions made on their behalf to plans  
maintained by the Employer, and the sum of the ADP and ACP of  
such Highly Compensated Employees subject to either or both  
tests exceeds the Aggregate Limit, then the ACP of each such  
Highly Compensated Employee will be reduced (beginning with  
that of the Highly Compensated Employee whose ACP is the  
highest) so that the limit is not exceeded.  The amount by  
which each Highly Compensated Employee's Contribution  
Percentage Amount is reduced shall be treated as an Excess  
Aggregate Contribution.  The ADP and ACP of the Highly  
Compensated Employees are determined after any corrections  
required to meet the ADP and ACP tests.  Multiple use does  
not occur if either the ADP or ACP of the Highly Compensated  
Employees does not exceed 1.25 multiplied by the ADP and ACP  
of the Non-Highly Compensated Employees. 
  
(c) For purposes of this Section, the Actual Contribution  
Percentage for any Participant who is a Highly Compensated  
Employee and who is eligible to have Contribution Percentage  
Amounts allocated to his or her Account under two or more  
plans described in section 401(a) of the Code, or  
arrangements described in section 401(k) of the Code that are  
maintained by the Employer, shall be determined as if the  
total of such Contribution 
 
 
Percentage Amounts was made under each plan.  If a Highly  
Compensated Employee participates in two or more cash or  
deferred arrangements that have different plan years, all  
cash or deferred arrangements ending with or within the same  
calendar year shall be treated as a single arrangement.  
Notwithstanding the above, to the extent mandatorily  
disaggregated pursuant to Treasury Regulations promulgated  
under section 401(m) of the Code, applicable plans shall  
continue to be treated as separate. 
  
(d) In the event that this Plan satisfies the requirements of  
sections 401(m), 401(a)(4) or 410(b) of the Code only if  
aggregated with one or more other plans, or if one or more  
other plans satisfy the requirements of such sections of the  
Code only if aggregated with this Plan, then this Section  
shall be applied by determining the Contribution Percentage  
of Employees as if all such plans were a single plan.  For  
plan years beginning after December 31, 1989, plans may be  
aggregated in order to satisfy section 401(m) of the Code  
only if they have the same plan year. 
  
(e) For purposes of determining the Actual Contribution  
Percentage of a Participant who is a five-percent owner or  
one of the ten most highly paid Highly Compensated Employees,  
the Contribution Percentage Amounts and Compensation of such  
Participant shall include the Contribution Percentage Amounts  
and Compensation for the Plan Year of family members as  
defined in section 414(q)(6) of the Code.  Family members,  
with respect to Highly Compensated Employees, shall be  
disregarded as separate Employees in determining the  
Contribution Percentage both for Participants who are Non- 
Highly Compensated Employees and for Participants who are  
Highly Compensated Employees. 
  
(f) For purposes of determining the ACP test, Employee  
Contributions are considered to have been made in the Plan  
Year in which contributions were made to the Trust.  Matching  
Contributions and Qualified Non-Elective Contributions will  
be considered made for a Plan Year if made no later than the  
end of the twelve-month period beginning on the day after the  
close of the Plan Year. 
  
(g) The Employer shall maintain records sufficient to demonstrate  
satisfaction of the ACP test and identify the amount of  
Qualified Non-Elective Contributions or Qualified Matching  
Contributions, or both, used in such test. 
  
(h) The determination and treatment of the Contribution  
Percentage of any Participant shall satisfy such other  
requirements as may be prescribed by the Secretary of the  
Treasury. 
  
(i) Definitions: 
  
 "Average Contribution Percentage" means, for a specified  
group of Participants for a Plan Year, the average of the  
ratios (calculated separately for each Participant in such  
group) of the Participant's Contribution Percentage Amounts  
to the Participant's Compensation for the Plan Year (whether  
or not the Employee was a Participant for the entire Plan  
Year). 
  
 
 
 "Aggregate Limit" -- In general, for purposes of this  
Section, the Aggregate Limit is the greater of: 
  
(1) The sum of: 
  
(A) 1.25 times the greater of the Relevant Actual  
Deferral Percentage or the Relevant Actual  
Contribution Percentage, and 
  
(B) Two percentage points plus the lesser of the  
Relevant Actual Deferral Percentage or the  
Relevant Actual Contribution Percentage.  In no  
event, however, shall this amount exceed twice  
the lesser of the Relevant Actual Deferral  
Percentage or the Relevant Actual Contribution  
Percentage; or 
  
(2) The sum of: 
  
(A) 1.25 times the lesser of the Relevant Actual  
Deferral Percentage or the Relevant Actual  
Contribution Percentage, and 
  
(B) Two percentage points plus the greater of the  
Relevant Actual Deferral Percentage or the  
Relevant Actual Contribution Percentage.  In no  
event, however, shall this amount exceed twice  
the greater of the Relevant Actual Deferral  
Percentage or the Relevant Actual Contribution  
Percentage. 
  
"Relevant Actual Deferral Percentage" means the Actual  
Deferral Percentage of the group of Non-Highly Compensated  
Employees eligible under the arrangement subject to  
section 401(k)  of the Code for the Plan Year, and the term  
"Relevant Actual Contribution Percentage" means the Actual  
Contribution Percentage of the group of Non-Highly  
Compensated Employees eligible under the Plan subject to  
section 401(m) of the Code for the Plan Year beginning with  
or within the Plan Year of the arrangement subject to  
section 401(k) of the Code. 
 
"Contribution Percentage" means the ratio (expressed as a  
percentage) of the Participant's Contribution Percentage  
Amounts to the Participant's Compensation for the Plan Year  
(whether or not the Employee was a Participant for the entire  
Plan Year). 
 
"Contribution Percentage Amounts" means the sum of the  
Employee Contributions, Matching Contributions, and Qualified  
Matching Contributions (to the extent not taken into account  
for purposes of the ADP test) made under the Plan on behalf  
of the Participant for the Plan Year.  Such Contribution  
Percentage Amounts shall not include Matching Contributions  
which are forfeited either in order to correct Excess  
Aggregate Contributions or because the contributions to which  
they relate are Excess Employee Deferrals, Excess  
Contributions, or Excess Aggregate Contributions.  The  
Employer may 
 
 
include Qualified Non-Elective Contributions in the  
Contribution Percentage Amounts.  The Employer also may elect  
to use Employee Elective Deferrals in the Contribution  
Percentage Amounts so long as the ADP test is met before the  
Employee Elective Deferrals are used in the ACP test and  
continues to be met following the exclusion of those Employee  
Elective Deferrals that are used to meet the ACP test. 
 
"Eligible Participant" means any Employee who is eligible  
to make an After-Tax Employee Contribution, or an Employee  
Elective Deferral (if the Employer takes such contributions  
into account in the calculation of the Contribution  
Percentage), or to receive a Matching Contribution or a  
Qualified Matching Contribution. 
 
"After-Tax Employee Contribution" means any contribution  
made to the Plan by or on behalf of a Participant that is  
included in the Participant's gross income in the year in  
which made and that is maintained under a separate Account to  
which earnings and losses are allocated. 
 
"Matching Contribution" means an Employer contribution made  
to this or any other Defined Contribution Plan on behalf of a  
Participant on account of an Employee Contribution made by  
such Participant, or on account of a Participant's Employee  
Elective Deferral, under a plan maintained by the Employer. 
 
Section 4.5     Distribution of Excess Aggregate Contributions. 
 
(a) "Excess Aggregate Contributions" means, with respect to any  
Plan Year, the excess of: 
  
(1) The Actual Contribution Percentage (ACP) amounts taken  
into account in computing the numerator of the  
Contribution Percentage actually made on behalf of  
Highly Compensated Employees for such Plan Year, over  
  
(2) The maximum contribution percentage amounts permitted  
by the ACP test (determined by reducing contributions  
made on behalf of Highly Compensated Employees in order  
of such Employees' Actual Contribution Percentages  
beginning with the highest of such percentages). 
  
(b) Notwithstanding any other provision of this Plan, Excess  
Aggregate Contributions, plus any income and minus any loss  
thereto, shall be forfeited if forfeitable or, if not  
forfeitable, distributed no later than the last day of each  
Plan Year to Participants to whose Accounts such Excess  
Aggregate Contributions were allocated for the preceding Plan  
Year.  Excess Aggregate Contributions of Participants who are  
subject to the family member aggregation rules of section  
414(q)(6) of the Code shall be allocated among applicable  
family members in proportion to the After-Tax Employee and  
Employer 
 
 
Matching Contributions (or amounts treated as Matching  
Contributions) of each family member whose contributions are  
included in the combined ACP.  Excess Aggregate Contributions  
shall be treated as Annual Additions under the Plan. 
  
(c) Excess Aggregate Contributions shall be adjusted for any  
income or loss during the Plan Year.  The income or loss  
allocable to Excess Aggregate Contributions shall be the  
Matching Contribution Account (if any, and if all amounts  
therein are not used in the ADP test) and, if applicable,  
Qualified Non-Elective Contribution Account and Employee  
Deferral Account for the Plan Year multiplied by a fraction,  
the numerator of which is such Participant's Excess Aggregate  
Contributions for the year and the denominator is the  
Participant's Account balance(s) attributable to contribution  
percentage amounts without regard to any income or loss  
occurring during such Plan Year. 
  
(d) Forfeitures of Excess Aggregate Contributions may either be  
reallocated to the Accounts of Non-Highly Compensated  
Employees or applied to reduce Employer contributions. 
  
(e) Excess Aggregate Contributions shall be forfeited, if  
forfeitable, or distributed on a pro rata basis from the  
Participant's After-Tax Employee Contribution Account,  
Matching Contribution Account, and Qualified Matching  
Contribution Account (and, if applicable, the Participant's  
Qualified Non-Elective Contribution Account or Employee  
Deferral Account, or both). 
 
Section 4.6     Recharacterization. 
 
(a) The Administrator may treat Excess Contributions as an amount  
which is distributed to the Participant and then contributed  
by the Participant to the Plan as an After-Tax Employee  
Contribution in order for the Plan to satisfy the ADP test.   
Recharacterized amounts will remain nonforfeitable and  
subject to the same distribution requirements as Employee  
Elective Deferrals.  Amounts may not be recharacterized to  
the extent that such amount in combination with other  
Employee Contributions made by that Employee would exceed any  
stated limit under the Plan applicable to Employee  
Contributions. 
  
(b) Recharacterization must occur no later than two and one-half  
months after the last day of the Plan Year in which such  
Excess Contributions arose and is deemed to occur no earlier  
than the date the last Highly Compensated Employee is  
informed in writing of the amount recharacterized and the  
consequences thereof.  Recharacterized amounts will be  
taxable to the Participant for the Participant's tax year in  
which the Participant would have received them in cash. 
 
 
ARTICLE V - ALLOCATIONS, VALUATION AND VESTING 
 
 
Section 5.1     Allocation of Contributions. 
 
As of the Valuation Date, Employee Elective Deferrals, After-Tax  
Contributions, Employer Matching Contributions and Qualified Non- 
Elective Contributions will be allocated to Participants' Accounts  
in the amounts in which they were contributed to the Plan by the  
Employer with respect to each Participant pursuant to Article III.   
The Allocation of Minimum Employer Contribution is set forth in  
Section 5.7. 
 
Section 5.2     Participants Who Will Receive an Allocation. 
 
(a) No Participant will receive an allocation of Employer Regular  
Contributions as none are provided under this Plan. 
  
(b) An allocation of Employer Matching Contributions made under  
Section 3.1 shall only be made with respect to those  
Participants who have performed at least one (1) Hour of  
Service regardless of employment status on the last day of  
the Plan Year. 
  
(c) Allocation of the Minimum Employer Contribution is set forth  
in Section 5.7. 
  
Section 5.3     Allocation of Forfeitures. 
 
Forfeitures, if any, will reduce Employer Matching Contributions  
for the current Plan Year. 
 
Section 5.4     Allocation Limitations. 
 
(a) If the Participant does not participate in, and has never  
participated in another qualified plan maintained by the  
Employer, or a welfare benefit fund, as defined in  
section 419(e) of the Code maintained by the Employer, or an  
individual medical account, as defined in section 415(l)(2)  
of the Code, maintained by the Employer, which provides an  
Annual Addition as defined in subsection (d)(1), the  
following provisions shall apply: 
  
(1) The amount of Annual Additions which may be credited to  
the Participant's Account for any Limitation Year shall  
not exceed the lesser of the Maximum Permissible  
Amount, as defined in subsection (d)(9), or any other  
limitation contained in this Plan.  If contributions  
that would otherwise be contributed or allocated to the  
Participant's Account would cause the Annual Additions  
for the Limitation Year to exceed the Maximum  
Permissible Amount, the amount 
 
 
contributed or allocated will be reduced (Employee  
Elective Deferrals first) so that the Annual Additions  
for the Limitation Year will equal the Maximum  
Permissible Amount. 
  
(2) As soon as is administratively feasible after the end  
of the Limitation Year, the Maximum Permissible Amount  
for the Limitation Year will be determined on the basis  
of the Participant's actual Section 415 Compensation  
for the Limitation Year. 
  
(3) If there is an excess Annual Addition due to a  
reasonable error in estimating a Participant's  
Compensation or in determining permissible Employee  
Elective Deferrals, or any other facts and  
circumstances as determined by the Committee and which  
are found by the Commissioner of Internal Revenue to  
justify the availability of the procedures for  
correcting the excess as set forth in this subsection,  
the excess will be corrected as follows: 
  
(A) Any After-Tax Employee Contributions, to the  
extent their return would reduce the excess, will  
be returned to the Participant; 
  
(B) Any portion of the excess directly attributable  
to and arising from Employee Elective Deferrals,  
to the extent its return would reduce the excess,  
will be returned to the Participant; 
  
(C) If after the application of paragraphs (A) and  
(B) an excess still exists, and the Participant  
is covered by the Plan at the end of the  
Limitation Year, the excess in the Participant's  
Account will be used to reduce Employer  
contributions beginning with Employee Elective  
Deferrals, if any, for the next Limitation Year,  
and each succeeding Limitation Year if necessary; 
  
(D) If after the application of paragraphs (A) and  
(B) an excess still exists, and the Participant  
is not covered by the Plan at the end of a  
Limitation Year, the excess will be held  
unallocated in a suspense account.  The suspense  
account will be applied to reduce future  
contributions beginning with Employee Elective  
Deferrals, if any, for all remaining Participants  
for the next Limitation Year, and each succeeding  
Limitation Year if necessary; 
  
(E) If a suspense account is in existence at any time  
during a Limitation Year pursuant to this  
Section, it will not receive any allocation of  
the investment gains and losses of the Trust.  If  
a suspense account is in existence at any time  
during a particular Limitation Year, all amounts  
in the suspense account must be allocated and  
reallocated to Participants' Accounts before any  
Employer or any After-Tax Employee Contributions  
may be made to the Plan for that Limitation Year.   
The excess amount may not be distributed to  
Participants or former Participants. 
  
 
 
(b) If, in addition to this Plan, a Participant is covered under  
another qualified Defined Contribution Plan maintained by the  
Employer, a welfare benefit fund (as defined in  
section 419(e) of the Code) maintained by the Employer, or an  
individual medical account (as defined in section 415(l)(2)  
of the Code) maintained by the Employer, which provides an  
Annual Addition as defined in subsection (d)(1), during any  
Limitation Year, the following provisions shall apply: 
  
(1) The Annual Additions which may be credited to a  
Participant's Account under this Plan for any such  
Limitation Year may not exceed the Maximum Permissible  
Amount reduced by the Annual Additions credited to such  
Participant's account under such other plans and/or  
welfare benefit funds for the same Limitation Year.  If  
the Annual Additions with respect to the Participant  
under other Defined Contribution Plans and welfare  
benefit funds maintained by the Employer are less than  
the Maximum Permissible Amount and the Employer  
contribution that would otherwise be contributed or  
allocated to the Participant's Account under this Plan  
would cause such Participant's Annual Additions for the  
Limitation Year to exceed this limitation, the amount  
contributed or allocated will be reduced so that the  
Annual Additions under all such plans and funds for the  
Limitation Year will equal the Maximum Permissible  
Amount.  If the Annual Additions with respect to the  
Participant under such other Defined Contribution Plans  
and welfare benefit funds in the aggregate are equal to  
or greater than the Maximum Permissible Amount, no  
amount will be contributed or allocated to the  
Participant's Account under this Plan for the  
Limitation Year. 
  
(2) As soon as is administratively feasible after the end  
of the Limitation Year, the Maximum Permissible Amount  
for the Limitation Year will be determined on the basis  
of the Participant's actual Section 415 Compensation  
for the Limitation Year. 
  
(3) If, as a result of a reasonable error in estimating  
compensation, Employee contributions or other facts and  
circumstances as determined by the Committee, a  
Participant's Annual Additions under this Plan and such  
other plans would include an amount in excess of the  
Maximum Permissible Amount for a Limitation Year, the  
excess will be deemed to consist of the Annual  
Additions last allocated, except that Annual Additions  
attributable to a welfare benefit fund or individual  
medical account will be deemed to have been allocated  
first regardless of the actual allocation date. 
  
 
 
(4) If an amount in excess of the Maximum Permissible  
Amount was allocated to a Participant on an allocation  
date of this Plan which coincides with an allocation  
date of another plan, the excess attributed to this  
Plan will be the product of 
  
(A) the total excess allocated as of such date and 
  
(B) the ratio of (i) the Annual Additions allocated  
to the Participant for the Limitation Year as of  
such date under this Plan to (ii) the total  
Annual Additions allocated to the Participant for  
the Limitation Year as of such date under this  
and all other qualified Defined Contribution  
Plans maintained by the Employer. 
  
(5) Any excess Annual Addition attributed to this Plan will  
be disposed of in the manner described in  
subsection (a)(3). 
  
(c) If the Employer maintains, or at any time maintained, a  
qualified Defined Benefit Plan covering any Participant in  
this Plan, the sum of a Participant's Defined Benefit  
Fraction and Defined Contribution Fraction shall not exceed  
1.0 in any Limitation Year.  If the sum of the fractions  
exceeds 1.0, the annual benefit provided under the Defined  
Benefit Plan will be reduced until the sum of the fractions  
equals 1.0. 
  
(d) Definitions: 
  
(1) Annual Additions:  The sum of the following amounts  
which are credited to a Participant's Account for the  
Limitation Year: 
  
(A) Employer contributions, 
  
(B) After-Tax Employee Contributions (if any), and 
  
(C) Amounts allocated, after March 31, 1984, to an  
individual medical account, as defined in  
section 415(1)(2) of the Code, which is part of a  
pension or annuity plan maintained by the  
Employer, as well as amounts derived from  
contributions paid or accrued after December 31,  
1985, in taxable years ending after such date,  
attributable to post-retirement medical benefits  
and allocated to the separate account of a Key  
Employee, as defined in section 419(d)(3) of the  
Code, under a welfare benefit fund, as defined in  
section 419(e) of the Code, maintained by the  
Employer. 
  
 For this purpose, any excess applied under  
Sections (a)(3) or (b)(5) in the Limitation Year to  
reduce Employer contributions will be considered Annual  
Additions for such Limitation Year. 
  
 
 
(2) Section 415 Compensation:  For purposes of this  
Section, a Participant's Earned Income (if any), wages,  
salaries, and fees for professional services and other  
amounts received for personal services actually  
rendered in the course of employment with the Employer  
maintaining the Plan (including, but not limited to,  
commissions paid salesmen, compensation for services on  
the basis of a percentage of profits, commissions on  
insurance premiums, tips, bonuses, fringe benefits, and  
reimbursements or expense allowances under a  
nonaccountable plan as described in Treasury Regulation  
Section 1.62-2(c)), and excluding the following: 
  
(A) Employer contributions to a plan of deferred  
compensation which are not includible in the  
Employee's gross income for the taxable year in  
which contributed, or Employer contributions  
under a simplified employee pension plan to the  
extent such contributions are deductible by the  
Employee, or any distributions from a plan of  
deferred compensation; 
  
(B) Amounts realized from the exercise of a non- 
qualified stock option, or when restricted stock  
(or property) held by the Employee either becomes  
freely transferable or is no longer subject to a  
substantial risk of forfeiture; 
  
(C) Amounts realized from the sale, exchange or other  
disposition of stock acquired under a qualified  
stock option; and 
  
(D) Other amounts which received special tax  
benefits, or contributions made by the Employer  
(whether or not under a salary reduction  
agreement) toward the purchase of an annuity  
contract described in section 403(b) of the Code  
(whether or not the contributions are actually  
excludable from the gross income of the  
Employee). 
  
 For Limitation Years beginning after December 31, 1991,  
for purposes of applying the limitations of this  
Article, Section 415 Compensation for a Limitation Year  
is the compensation actually paid or made available  
during such Limitation Year.  Section 415 Compensation  
does not include accrued compensation unless it is  
uniform and consistent and paid within two weeks. 
  
 Notwithstanding the preceding sentence, Section 415  
Compensation for a Participant in a Defined  
Contribution Plan who is permanently and totally  
disabled (as defined in section 22(e)(3) of the Code)  
is the compensation such Participant would have  
received for the Limitation Year if the Participant had  
been paid at the rate of compensation at which he was  
paid immediately before becoming permanently and  
totally disabled; such imputed compensation for the  
disabled Participant may be taken into account only if  
the Participant is not a Highly Compensated Employee  
(as defined in section 414(q) of the Code) and  
contributions made on behalf of such Participant are  
nonforfeitable when made. 
  
 
 
(3) Defined Benefit Fraction:  A fraction, the numerator of  
which is the sum of the Participant's Projected Annual  
Benefit under all Defined Benefit Plans (whether or not  
terminated) maintained by the Employer, and the  
denominator of which is the lesser of 125 percent of  
the dollar limitation determined for the Limitation  
Year under sections 415(b) and (d) of the Code or  
140 percent of the highest average Section 415  
Compensation, including any adjustments under  
section 415(b) of the Code. 
  
 Notwithstanding the above, if the Participant was a  
Participant, as of the first day of the first  
Limitation Year beginning after December 31, 1986, in  
one or more Defined Benefit Plans maintained by the  
Employer which were in existence on May 6, 1986, the  
denominator of this fraction will not be less than  
125 percent of the sum of the annual benefits under  
such plans which the Participant had accrued as of the  
close of the last Limitation Year beginning before  
January 1, 1987, disregarding any changes in the terms  
and conditions of the plan(s) after May 5, 1986.  The  
preceding sentence applies only if the Defined Benefit  
Plans individually and in the aggregate satisfied the  
requirements of section 415 of the Code for all  
Limitation Years beginning before January 1, 1987. 
  
(4) Defined Contribution Dollar Limitation:  $30,000 or, if  
greater, one-fourth of the defined benefit dollar  
limitation set forth in section 415(b)(1) of the Code,  
as indexed, as in effect for the applicable Limitation  
Year. 
  
(5) Defined Contribution Fraction:  A fraction, the  
numerator of which is the sum of the Annual Additions  
to the Participant's Account under this and all other  
Defined Contribution Plans (whether or not terminated)  
maintained by the Employer for the current and all  
prior Limitation Years (including the annual additions  
attributable to the Participant's nondeductible  
Employee contributions to all Defined Benefit Plans,  
whether or not terminated, maintained by the Employer,  
and the annual additions attributable to all welfare  
benefit funds, as defined in section 419(e) of the  
Code, and individual medical accounts, as defined in  
section 415(1)(2) of the Code, maintained by the  
Employer), and the denominator of which is the sum of  
the maximum aggregate amounts for the current and all  
prior Limitation Years which also constituted Years of  
Service with the Employer (regardless of whether a  
Defined Contribution Plan was maintained by the  
Employer).  The maximum aggregate amount for any  
Limitation Year is the lesser of (A) 125 percent of the  
dollar limitation determined under sections 415(b)  
and (d) of the Code in effect under  
section 415(c)(1)(A) of the Code or (B) 35 percent of  
the Participant's Section 415 Compensation for such  
year. 
  
 
 
 If the Employee was a Participant as of the end of the  
first day of the first Limitation Year beginning after  
December 31, 1986 in one or more Defined Contribution  
Plans maintained by the Employer which were in  
existence on May 6, 1986, the numerator of this  
fraction will be adjusted if the sum of this fraction  
and the Defined Benefit Fraction would otherwise exceed  
1.0 under the terms of this Plan.  Under the  
adjustment, an amount equal to the product of (1) the  
excess of the sum of the fractions over 1.0, multiplied  
by (2) the denominator of this fraction, will be  
permanently subtracted from the numerator of this  
fraction.  The adjustment is calculated using the  
fractions as they would be computed as of the end of  
the last Limitation Year beginning before January 1,  
1987, and disregarding any changes in the terms and  
conditions of the Plan made after May 5, 1986, but  
using the Code section 415 limitation applicable to the  
first Limitation Year beginning on or after January 1,  
1987. 
  
 The Annual Addition for any Limitation Year beginning  
before January 1, 1987, shall not be recomputed to  
treat all Employee contributions as Annual Additions. 
  
 In determining the Defined Contribution Fraction under  
section 415(e)(3)(B) of the Code and pursuant to this  
Section of the Plan, "100 percent" shall be  
substituted for "125 percent" unless the minimum  
allocation percentage under section 416(c)(2)(A) of the  
Code and Section 11.3(a) of the Plan is increased from  
"three percent" to "four percent" and the Plan would  
not be a Top-Heavy Plan if the phrase "90 percent"  
were substituted for each reference to the phrase  
"60 percent" in Section 11.2(b) of the Plan. 
  
(6) Employer:  For purposes of this Article, any entity  
that adopts this Plan, and all members of a controlled  
group of corporations (as defined in section 414(b) of  
the Code as modified by section 415(h) of the Code),  
all commonly controlled trades or businesses (as  
defined in section 414(c) of the Code as modified by  
section 415(h) of the Code) or affiliated service  
groups (as defined in section 414(m) of the Code) of  
which the adopting Employer is part, and any other  
entity required to be aggregated with the Employer  
pursuant to Regulations under section 414(o) of the  
Code. 
  
(7) Highest Average Compensation:  The average Section 415  
Compensation for the three consecutive Years of Service  
with the Employer which produces the highest average. 
  
(8) Limitation Year:  The Limitation Year is the Plan Year.   
All qualified plans maintained by the Employer must use  
the same Limitation Year.  If the Limitation Year is  
amended to a different 12-consecutive-month period, the  
new Limitation Year must begin on a date within the  
Limitation Year in which the amendment is made. 
  
 
 
(9) Maximum Permissible Amount:  The maximum Annual  
Addition that may be contributed or allocated to a  
Participant's Account under the Plan for any Limitation  
Year shall not exceed the lesser of: 
  
(A) the Defined Contribution Dollar Limitation, or 
  
(B) 25 percent of the Participant's Section 415  
Compensation for the Limitation Year. 
  
 The Section 415 Compensation limitation referred  
to in (B) shall not apply to any contribution for  
medical benefits (within the meaning of  
section 401(h) or section 419A(f)(2) of the Code)  
which is otherwise treated as an Annual Addition  
under sections 415(1)(1) or 419A(d)(2) of the  
Code. 
  
 If a short Limitation Year is created because an  
amendment changes the Limitation Year to a  
different 12-consecutive-month period, the  
Maximum Permissible Amount shall not exceed the  
Defined Contribution Dollar Limitation multiplied  
by the following fraction: 
  
 Number of months in the short Limitation Year 
      12 
  
(10) Projected Annual Benefit:  The annual retirement  
benefit (adjusted to an actuarially equivalent straight  
life annuity if such benefit is expressed in a form  
other than a straight life annuity or qualified joint  
and survivor annuity) to which the Participant would be  
entitled under the terms of the Plan assuming: 
  
(A) The Participant will continue employment until  
Normal Retirement Age under the Plan (or current  
age, if later), and 
  
(B) The Participant's Section 415 Compensation for  
the current Limitation Year and all other  
relevant factors used to determine benefits under  
the Plan will remain constant for all future  
Limitation Years. 
 
 
 
Section 5.5     Valuation. 
 
The assets of the Trust will be valued on each Valuation Date at  
fair market value.  On such date, the earnings and losses of the  
Trust will be allocated to each Participant's Account according to  
the ratio of such Account balance to all Account balances, or by  
utilizing any other formula as is appropriate under the  
circumstances. 
 
Section 5.6     Vesting and Accrual. 
 
(a) Employee Elective Deferrals, After-Tax Employee Contributions  
and Qualified Non-Elective Contributions are always  
100 percent Vested.  
  
(b) The portion of a Participant's Account attributable to the  
first $600 of Employer Matching Contributions for any Plan  
Year, and earnings thereon, is 100 percent Vested.  The  
nonforfeitable percentage of a Participant's Account  
attributable to any additional Employer Matching  
Contributions, and earnings thereon, is determined as  
follows: 
 
 
Years of Service       The nonforfeitable 
                         percentage is:     
 
Less than 1                    0 
Less than 2                    0 
Less than 3                    0 
Less than 4                   20 
Less than 5                   40 
Less than 6                   60 
Less than 7                   80 
7 or more                    100 
 
 
  
 
(c) Notwithstanding the vesting schedule(s) specified above, an  
Employee's right to his Accounts will be nonforfeitable upon  
attainment of Normal Retirement Age, death or Disability. 
  
(d) For purposes of determining Years of Service and One-Year  
Breaks in Service in computing an Employee's nonforfeitable  
right to his Account balance derived from Employer  
contributions, the 12-consecutive-month period will commence  
on the date the Employee first performs an Hour of Service  
and each subsequent 12-consecutive-month period will commence  
on the anniversary of such date. 
  
(e) All of an Employee's Years of Service with the Employer or  
any Affiliate will be credited for vesting purposes. 
  
 
 
(f) Years of Service before a One-Year Break in Service: 
  
(1) In the case of a Participant who has incurred a One- 
Year Break in Service, Years of Service before such  
break will be immediately taken into account upon  
rehire. 
  
(2) In the case of a Participant who has 5 or more  
consecutive One-Year Breaks in Service, all service  
after such One-Year Breaks in Service will be  
disregarded for the purposes of vesting the Employer- 
derived Account balance that accrued before such One- 
Year Breaks in Service.  Such Participant's pre-break  
service will count in counting vesting for the post- 
break Employer-derived Account balance. 
  
 Separate Accounts will be maintained for the  
Participant's pre-break and post-break Employer-derived  
Account balance only if the pre-break Employer-derived  
Account has a Vested balance.  Both Accounts will share  
in the earnings and losses of the Trust Fund. 
  
 If a Participant ceases to be employed but is then  
reemployed by the Employer before a One-Year Break in  
Service occurs, he shall continue to participate in the  
Plan in the same manner as if such termination had not  
occurred. 
  
(g) If a Participant ceases to be employed but is then reemployed  
by the Employer before he has incurred five One-Year Breaks  
in Service, the forfeited portions of his Account shall be  
restored by an additional Employer contribution. 
  
(h) If the Plan's vesting schedule is changed or amended, or the  
Plan is amended in any way that directly or indirectly  
affects the computation of the Participant's nonforfeitable  
percentage, each active Participant will be credited with the  
most favorable schedule. 
  
 Furthermore, if the vesting schedule of a Plan is amended, in  
the case of an Employee who is a Participant as of the later  
of the date such amendment is adopted or the date it becomes  
effective, the nonforfeitable percentage (determined as of  
such date) of such Employee's right to his Employer-derived  
accrued benefit will not be less than the percentage computed  
under the Plan without regard to such amendment. 
  
(i) If a distribution is made at a time when a Participant has a  
nonforfeitable right to less than 100 percent of the Account  
balance derived from Employer contributions and the  
Participant may increase his nonforfeitable percentage in the  
Account: 
  
(1) A separate Account will be established for the  
Participant's interest in the Plan as of the time of  
the distribution, and 
  
 
 
(2) At any relevant time the Participant's nonforfeitable  
portion of the separate Account will be equal to an  
amount ("X") determined by the formula: 
  
 X = P(AB + (R x D)) - (R x D) 
  
 For purposes of applying the above formula: P is the  
nonforfeitable percentage at the relevant time, AB is  
the Account balance at the relevant time, D is the  
amount of the distribution, and R is the ratio of the  
Account balance at the relevant time to the Account  
balance after distribution. "Relevant time" means the  
time at which, under the plan, the Vested percentage in  
the Account can not increase. 
 
 
 
Section 5.7     Allocation of Minimum Employer Contributions. 
 
The Minimum Employer Contribution made for the Plan Year shall be  
allocated as follows: 
 
(a) First, the Minimum Employer Contribution for the Plan Year  
shall be allocated during the Plan Year to each individual  
who is an Eligible Participant on the first day of the Plan  
Year as Employee Elective Deferrals pursuant to Section 3.2  
and as Employer Matching Contributions pursuant to  
Section 3.1.  These allocations shall be made to each such  
Eligible Participant's Employee Deferral Account and Employer  
Matching Contribution Account, respectively. 
  
(b) Second, the balance of the Minimum Employer Contribution  
remaining after the allocation in Section 5.7(a) shall be  
allocated to the Employer Matching Contribution Account of  
each Non-Highly Compensated Employee who is an Eligible  
Participant on the first day of the Plan Year and is employed  
on the last day of the Plan Year, in the ratio that such  
Eligible Participant's Employee Elective Deferrals during the  
Plan Year bears to the Employee Elective Deferrals of all  
such Eligible Participants during the Plan Year. 
  
(c) Third, notwithstanding Section 5.4 of the Plan, if the total  
contributions allocated to a Participant's Accounts including  
the Minimum Employer Contribution exceed the Participant's  
maximum Annual Additions limit for any Limitation Year, then  
such excess shall be held in a suspense account.  Such  
amounts shall be used to reduce employer contributions in the  
next and succeeding Limitation Years. 
  
(d) Fourth, the balance of the Minimum Employer Contribution  
remaining after the allocation under Sections 5.7(a), (b) and  
(c) shall be allocated as a nonelective contribution to each  
Non-Highly Compensated Employee who is an Eligible  
Participant on the first day of the Plan Year, in the ratio  
that such Eligible Participant's Compensation for the Plan  
Year bears to the Compensation for the Plan Year of all such  
Eligible Participants.  Contributions made pursuant to this  
Subsection 5.7(d) shall be allocated to the Employer Matching  
Contribution Account of such Eligible Participant 
 
 
and are distributable only in accordance with the  
distribution provisions applicable to Employer Matching  
Contributions.  Contributions made pursuant to this  
Subsection shall be subject to the vesting schedule set forth  
in Section 5.6.  Such contributions shall be invested under  
the Plan in the manner designated by such Eligible  
Participant. 
  
(e) Each installment of the Minimum Employer Contribution shall  
be held in a contribution suspense account unless, or until,  
allocated on or before the end of the Plan Year in accordance  
with this Section 5.7.  Such suspense account shall not  
participate in the allocation of investment gains, losses,  
income and deductions of the Trust Fund as a whole, but shall  
be invested separately, as directed by the Employer, and all  
gains, losses, income and deductions attributable to such  
investment shall be applied to reduce Plan expenses, and  
thereafter, to reduce employer contributions. 
  
(f) The Minimum Employer Contribution allocated to the Employer  
Matching Contribution Account of a Participant pursuant to  
Section 5.7(b) shall be treated in the same manner as  
Employer Matching Contributions for all purposes of the Plan. 
  
(g) Notwithstanding any other provision of the Plan to the  
contrary, any allocation of Employee Elective Deferrals to a  
Participant's Employee Deferral Account shall be made under  
either Section 5.1 or this Section 5.7, as appropriate, but  
not both Sections.  Similarly, any allocation of an Employer  
Matching Contribution shall be made under either Section 5.1  
or this Section 5.7, as appropriate, but not both Sections. 
  
(h) An "Eligible Participant" for purposes of this Section 5.7  
is any Employee who has satisfied the eligibility  
requirements of Article II and is thereby eligible to make  
Employee Elective Deferrals, whether or not such Employee has  
elected to make contributions or has completed an enrollment  
form.  Notwithstanding the definition of "Participant" in  
Article I, an Eligible Participant who receives an allocation  
of a contribution under this Section 5.7 shall be treated as  
a Participant under the Plan for all purposes. 
 
 
ARTICLE VI - DISTRIBUTIONS 
 
 
Section 6.1     Distributions of Small Account Balances. 
 
If a Participant terminates service, and the value of the  
Participant's Vested Account balance derived from Employer and  
Employee contributions is not greater than $5,000, the Participant  
will receive a distribution of the value of the entire Vested  
portion of such Account balance.  If the value of a Participant's  
Vested Account balance is zero, the Participant shall be deemed to  
have received a distribution of such Vested Account balance.   
 
Section 6.2     Distributions While In-Service. 
 
Subject to the provisions of Section 6.13, in-service distributions  
shall be made, at the election of a Participant, in the following  
circumstance(s): 
 
(a) Anytime after the Participant's Normal Retirement Age. 
  
(b) In-service distributions shall be permitted upon a  
showing of hardship to the Committee.  A hardship  
withdrawal shall be authorized only upon a showing of  
an immediate and heavy financial need. 
  
(1) Hardship withdrawals are available from the  
following accounts, and will be withdrawn from  
the Participant's accounts in the following  
hierarchy: 
  
(A) After-Tax Employee Contribution Account 
  
(B) Rollover Account 
  
(C) Employee Deferral Account 
  
(D) 100% Vested Matching Contribution Account  
(not including pre-88 Employer  
contributions or contributions less than  
24 months old) 
  
(E) Employer Matching Contribution Account  
(vested portion of contributions that are  
more than 24 months old) 
  
(2) Withdrawals will be taken from the investment  
funds on a pro rata basis. 
  
 
 
(c) The Committee, at the election of the Participant,  
shall direct the Trustee to distribute to any  
Participant all or a portion of his or her After-Tax  
Employee Contributions. 
  
(d) The Committee, at the election of the Participant,  
shall direct the Trustee to distribute to any  
Participant all or a portion of his or her Rollover  
Contributions. 
  
(e) The Committee, at the election of the Participant,  
shall direct to the Trustee to distribute to any  
Participant all or a portion of his or her Pre-1998 100  
percent Vested Employer Matching Contributions, for  
those funds that have been in the Plan for at least 24  
months. 
  
(f) The Committee, at the election of the Participant,  
shall direct the Trustee to distribute to any  
Participant all or a portion of his of her Pre-1998  
Regular Employer Matching Contributions for those funds  
that have been in the Plan for at least 24 months. 
  
Section 6.3     Distributions Upon Separation From Service. 
 
Subject to the provisions of Sections 6.8 and 6.9, following the  
request of the Participant and after approval of the Plan  
Administrator, the Trustee shall distribute the value of the  
Participant's Vested Account balance in one lump sum.  Such  
distribution shall begin as soon as administratively feasible,  
following the Participant's separation from service. 
 
Section 6.4     Distributions Upon Retirement. 
 
In the event that an applicable retirement date has been reached,  
and subject to the terms of Sections 6.8 and 6.9, all Vested  
amounts credited to the Participant's Account balance shall become  
distributable.  Except as provided in Section 6.10, the  
distribution will be made in one lump sum.  The distribution will  
be made, as soon as administratively feasible, following the  
applicable retirement date which will include the attainment of  
Normal Retirement Age or the Late Retirement Date and after the  
Plan Administrator has approved the request of the Participant. 
 
Section 6.5     Distributions Upon Death. 
 
(a) Subject to the provisions of Sections 6.8 and 6.9, upon the  
death of a Participant, the Committee shall instruct the  
Trustee, in accordance with this Article, to distribute the  
Account of a deceased Participant to that Participant's  
Beneficiary.  The Participant shall not name as his  
Beneficiary someone other than his Spouse unless and until  
the Participant and Spouse designate, in writing on a valid  
waiver form provided by the 
 
 
Committee for such purpose, an alternate Beneficiary, which  
designation shall be witnessed by a notary public or by a  
Plan representative.  In addition, the Participant may  
designate a Beneficiary other than his Spouse if: (1) the  
Participant is legally separated or has been abandoned and  
the Participant has a court order to such effect (and there  
is no "qualified domestic relations order" as defined in  
section 414(p) of the Code), or (2) the Participant has no  
Spouse, or (3) the Spouse cannot be located.  Where the  
Participant makes no designation, the Beneficiary shall be  
the Spouse, and if there is no Spouse, the Beneficiary shall  
be the Participant's estate.  The Committee may require such  
proof of death and such evidence of the right of other  
persons to be Beneficiaries as it shall deem proper under the  
circumstances.  The Committee's determination of death and of  
the right of any Beneficiary to receive payments shall be  
conclusive. 
  
(b) The designation of a Beneficiary shall be made on a form  
approved by the Committee.  A Participant may revoke or  
change his designation with the Committee by filing a new  
designation form with the Committee.  In the event that no  
valid designation exists at the time of the Participant's  
death, and the Participant has no Spouse, the death benefit  
shall be payable to the Participant's estate. 
  
(c) If the Participant was eligible, but had not yet received a  
lump sum distribution prior to his death, the Trustee will  
make the lump sum distribution to the Beneficiary as if the  
Participant has not died. 
 
If the Participant dies before distribution of his interest  
has begun or before age 70 1/2, his Account must be  
distributed as a lump sum within one year of the death of the  
Participant. 
 
Section 6.6     Distributions Upon Disability. 
 
In the event of a Participant's total and permanent Disability, the  
Trustee, as directed by the Plan Administrator, shall distribute,  
subject to the provisions of Sections 6.8 and 6.9, the value of the  
Participant's Vested Account balance.  The distribution will be  
made, after the request of the Participant and the approval of the  
Plan Administrator, in one lump sum.  The distribution will be made  
as soon as administratively feasible following the determination of  
Disability. 
 
 
 
Section 6.7     Special Beneficiary Provisions. 
 
(a) Lost Beneficiary.  If, after five years have expired  
following reasonable efforts of the Committee to locate a  
Participant or his Beneficiary, including sending a  
registered letter, return receipt requested to the last known  
address, the Committee is unable to locate the Participant or  
Beneficiary, then the amounts distributable to such  
Participant or Beneficiary shall, pursuant to applicable  
state and Federal laws, be treated as a Forfeiture under the  
Plan.  Where a Participant or Beneficiary is located  
subsequent to a Forfeiture, such benefits shall be reinstated  
by the Committee, and shall not count as an Annual Addition  
under section 415 of the Code. 
  
(b) Minor Beneficiary.  The Committee may instruct the Trustee to  
distribute a sum payable to a minor instead to his or her  
legal guardian, or if there is no guardian, to a parent or  
other responsible adult who maintains the residence of the  
minor.  In the alternative such distribution could be made to  
the appropriate custodian under the Uniform Gifts to Minors  
Act or Gift to Minors Act if applicable under the state laws  
of the state in which the minor resides.  Any payment in this  
format shall discharge all fiduciaries involved in the  
distribution including the Trustee, Employer, and Plan from  
liability in regard to the transaction. 
  
(c) Alternate Payee.  A Participant's rights and benefits shall  
be subject to the rights afforded to an alternate payee under  
a qualified domestic relations order.  In connection with a  
proper qualified domestic relations order under section  
414(p) of the Code, a distribution shall be permitted if such  
distribution is authorized by the qualified domestic  
relations order even if the Participant has not achieved a  
distributable event under the Plan. 
 
Section 6.8     Consent of the Participant Required for  
Distributions if Account Balances Greater Than  
$5,000. 
 
If the value of a Participant's Vested Account balance derived from  
Employer and Employee contributions exceeds (or at the time of any  
prior distribution exceeded) $5,000, and the Account balance is  
immediately distributable, the Participant (or where either the  
Participant or the Spouse has died, the survivor) must consent to  
any distribution of such Account balance.  An Account balance is  
immediately distributable if any part of the Account balance could  
be distributed to the Participant (or Surviving Spouse) before the  
Participant attains or would have attained if not deceased the  
later of Normal Retirement Age or age 62.   
 
The consent of the Participant shall not be required to the extent  
that a distribution is required to satisfy section 401(a)(9) or  
section 415 of the Code.  In addition, upon termination of this  
Plan, if the plan does not offer an annuity option (purchased from  
a commercial provider) and if the Employer or any entity within the  
same controlled group as the Employer does not maintain another  
Defined Contribution Plan (other than an employee stock ownership  
plan as defined in 
 
 
section 4975(e)(7) or 409 of the Code or a simplified employee  
pension plan as defined in section 408(k) of the Code, the  
Participant's Account balance may, without the Participant's  
consent, be distributed to the Participant.  However, if any entity  
within the same controlled group as the Employer maintains another  
Defined Contribution Plan (other than an employee stock ownership  
plan as defined in section 4975(e)(7) or 409 of the Code or a  
simplified employee pension plan as defined in section 408(k) of  
the Code) then the Participant's Account balance will be  
transferred, without the Participant's consent, to the plan if the  
Participant does not consent to an immediate distribution. 
 
If a distribution is one to which sections 401(a)(11) and 417 of  
the Code do not apply, such distribution may commence less than 30  
days after the notice required under  
section 1.411(a)-11(c) of the Income Tax Regulations is given,  
provided that: 
 
(a) the Plan Administrator clearly informs the Participant that  
the Participant has a right to a period of at least 30 days  
after receiving the notice to consider the decision of  
whether or not to elect a distribution (and, if applicable, a  
particular distribution option), and 
  
(b) the Participant, after receiving the notice, affirmatively  
elects a distribution either in writing or by other permitted  
electronic medium. 
 
Section 6.9     Commencement of Benefits. 
 
Unless the Participant elects otherwise, distribution of benefits  
will begin no later than the 60th day after the latest of the close  
of the Plan Year in which: 
 
(a) the Participant attains age 65 (or Normal Retirement Age, if  
earlier); 
  
(b) occurs the 10th anniversary of the year in which the  
Participant commenced participation in the Plan; or 
  
(c) the Participant terminates service with the Employer. 
 
Notwithstanding the foregoing, the failure of a Participant, Spouse  
or Beneficiary to consent to a distribution while a benefit is  
immediately distributable, within the meaning of Section 6.8 of the  
Plan, shall be deemed to be an election to defer commencement of  
payment of any benefit sufficient to satisfy this Section. 
 
 
 
Section 6.10     Required Distributions. 
 
(a) The requirements of this Article shall apply to any  
distribution of a Participant's interest and will take  
precedence over any inconsistent provisions of this Plan.   
Unless otherwise specified, the provisions of this Article  
apply to calendar years beginning after December 31, 1984.   
All distributions shall be determined and made in accordance  
with the proposed Regulations promulgated under section  
401(a)(9) of the Code, including the minimum distribution  
incidental benefit requirement of section 1.401(a)(9)-2 of  
the proposed Regulations. 
  
(b) The entire interest of a Participant must be distributed or  
must begin to be distributed no later than the Participant's  
Required Beginning Date (defined below) which is generally  
the April 1st following his attainment of age 70 1/2. 
  
 Distributions may not be made over a period which exceeds  
each of the following (or a combination thereof): 
  
(1) the life of the Participant, 
  
(2) the life of the Participant and a Designated  
Beneficiary, 
  
(3) a period certain not extending beyond the Life  
Expectancy of the Participant, or 
  
(4) a period certain not extending beyond the joint life  
and last survivor expectancy of the Participant and a  
Designated Beneficiary. 
  
(c) If the Participant's interest is to be distributed in other  
than a single sum, the following minimum distribution rules  
shall apply on or after the Required Beginning Date: 
  
(1) Distributions During the Participant's Life: If a  
Participant's benefit is to be distributed over (1) a  
period not extending beyond the Life Expectancy of the  
Participant or the joint life and last survivor  
expectancy of the Participant and the Participant's  
Designated Beneficiary or (2) a period not extending  
beyond the Life Expectancy of the Designated  
Beneficiary, then the amount required to be distributed  
for each calendar year, beginning with distributions  
for the first Distribution Calendar Year, must at least  
equal the quotient obtained by dividing the  
Participant's benefit by the Applicable Life  
Expectancy. 
  
 For calendar years beginning before January 1, 1989, if  
the Participant's Spouse is not the Designated  
Beneficiary, the method of distribution selected must  
assure that at least 50 percent of the present value of  
the amount available for distribution is paid within  
the Life Expectancy of the Participant. 
  
 
 
 For calendar years beginning after December 31, 1988,  
the amount to be distributed each year, beginning with  
distributions for the first Distribution Calendar Year  
shall not be less than the quotient obtained by  
dividing the Participant's benefit by the lesser of  
(1) the Applicable Life Expectancy or (2) if the  
Participant's Spouse is not the Designated Beneficiary,  
the applicable divisor determined from the table set  
forth in Q&A-4 of section 1.401(a)(9)-2 of the proposed  
Regulations.  Distributions after the death of the  
Participant shall be made using the Applicable Life  
Expectancy above as the relevant divisor without regard  
to proposed Regulations section 1.401(a)(9)-2. 
  
 The minimum distribution required for the Participant's  
first Distribution Calendar Year must be made on or  
before the Participant's Required Beginning Date.  The  
minimum distribution for other calendar years,  
including the minimum distribution for the Distribution  
Calendar Year in which the Employee's Required  
Beginning Date occurs, must be made on or before  
December 31 of that Distribution Calendar Year. 
  
(2) Distributions After the Participant's Death: If the  
Participant dies after distribution of his interest has  
begun and after attaining age 70 1/2, the remaining  
portion of such interest, if any, will continue to be  
distributed at least as rapidly as under the method of  
distribution being used prior to the Participant's  
death. 
  
 If the Participant dies before distribution of his  
interest began or prior to attaining age 70 1/2,  
distribution of the Participant's entire interest shall  
be completed by the later of December 31 of the  
calendar year containing the fifth anniversary of the  
Participant's death or, if any portion of the  
Participant's interest is payable to a Designated  
Beneficiary, distributions may be made over the life or  
over a period certain not greater than the Life  
Expectancy of the Designated Beneficiary commencing on  
or before December 31 of the calendar year immediately  
following the calendar year in which the Participant  
died notwithstanding the above, however, but if the  
Designated Beneficiary is the Participant's Surviving  
Spouse, distributions are required to begin not earlier  
than the later of (a) December 31 of the calendar year  
in which the Participant died, or (b) December 31 of  
the calendar year in which the Participant would have  
attained age 70 1/2. 
  
 If the Participant has not made an election pursuant to  
this Section by the time of his or her death, the  
Participant's Designated Beneficiary must elect the  
method of distribution no later than the earlier of  
(1) December 31 of the calendar year in which  
distributions would be required to begin under this  
Section, or (2) December 31 of the calendar year which  
contains the fifth anniversary of the date of death of  
the Participant.  If the Participant has no Designated  
Beneficiary, or if the Designated Beneficiary does not  
elect a method of distribution, distribution of the  
Participant's entire interest must be completed by  
December 31 of the calendar year containing the fifth  
anniversary of the Participant's death. 
 
 
 For purposes of the above paragraphs, if the Surviving  
Spouse dies after the Participant, but before payments  
to such Spouse begin, the provisions above, except for  
the spousal exception rule, shall be applied as if the  
Surviving Spouse were the Participant. 
  
 Any amount paid to a child of the Participant will be  
treated as if it has been paid to the Surviving Spouse  
if the amount becomes payable to the Surviving Spouse  
when the child reaches the age of majority. 
  
 Distribution of a Participant's interest is considered  
to begin on the Participant's Required Beginning Date  
(or, if applicable, the date distribution is required  
to begin to the Surviving Spouse pursuant to the  
above).  If distribution in the form of an annuity  
irrevocably commences to the Participant before the  
Required Beginning Date, the date distribution is  
considered to begin is the date distribution actually  
commences. 
  
(3) Definitions: 
  
(A) Applicable Life Expectancy:  The Life Expectancy  
(or joint life and last survivor expectancy)  
calculated using the attained age of the  
Participant (or Designated Beneficiary) as of the  
Participant's (or Designated Beneficiary's)  
birthday in the applicable calendar year reduced  
by one (1) for each calendar year which has  
elapsed since the date the Life Expectancy was  
first calculated.  If Life Expectancy is being  
recalculated, the Applicable Life Expectancy  
shall be the Life Expectancy as so recalculated.   
The applicable calendar year shall be the first  
Distribution Calendar Year and if Life Expectancy  
is being recalculated, such succeeding calendar  
year. 
  
(B) Designated Beneficiary:  An individual  
affirmatively elected by the Participant or the  
Participant's Surviving Spouse.  If no  
Beneficiary is elected, the Designated  
Beneficiary shall be the Spouse of the  
Beneficiary under the Plan in accordance with  
section 401(a)(9) of the Code and the proposed  
Regulations thereunder. 
  
(C) Distribution Calendar Year:  A calendar year for  
which a minimum distribution is required.  For  
distributions beginning before the Participant's  
death, the first Distribution Calendar Year is  
the calendar year immediately preceding the  
calendar year which contains the Participant's  
Required Beginning Date.  For distributions  
beginning after the Participant's death, the  
first Distribution Calendar Year is the calendar  
year in which distributions are required to begin  
pursuant to the above. 
  
 
 
(D) Life Expectancy:  Life Expectancy and joint life  
and last survivor expectancy are computed by use  
of the expected return multiples in Tables V and  
VI of section 1.72-9 of the Regulations. 
  
 Unless the Participant or the Surviving Spouse  
elects otherwise by the time distributions are  
required to begin, life expectancies shall be  
recalculated annually.  An election shall be  
irrevocable as to the Participant or Surviving  
Spouse and shall apply to all subsequent years.   
The Life Expectancy of a non-Spouse Beneficiary  
may not be recalculated. 
  
(E) Participant's Benefits: 
  
(i) The Account balance as of the last  
Valuation Date in the calendar year  
immediately preceding the Distribution  
Calendar Year (valuation calendar year)  
increased by the amount of any  
contributions allocated to the Account  
balance as of dates in the valuation  
calendar year after the Valuation Date and  
decreased by distributions made in the  
valuation calendar year after the Valuation  
Date. 
  
(ii) For purposes of paragraph (a) above, if any  
portion of the minimum distribution for the  
first Distribution Calendar Year is made in  
the second Distribution Calendar Year on or  
before the Required Beginning Date, the  
amount of the minimum distribution made in  
the second Distribution Calendar Year shall  
be treated as if it had been made in the  
immediately preceding Distribution Calendar  
Year. 
  
(F) Required Beginning Date: 
  
(i) General Rule.  The Required Beginning Date  
of a Participant is the first day of April  
of the calendar year following the calendar  
year in which the Participant attains age  
70 1/2 subject to the transitional rules  
below. 
  
(ii) Transitional rules.  The Required Beginning  
Date of a Participant who attains age  
70 1/2 before January 1, 1988, shall be  
determined in accordance with (a) or (b)  
below: 
  
(a) Non-5-percent owners.  The Required  
Beginning Date of a Participant who  
is not a 5-percent owner is the first  
day of April of the calendar year  
following the calendar year in which  
the later of retirement or attainment  
of age 70 1/2 occurs. 
  
 
 
(b) 5-percent owners.  The Required  
Beginning Date of a Participant who  
is a 5-percent owner during any year  
beginning after December 31, 1979, is  
the first day of April following the  
later of: 
  
(I) the calendar year in which the  
Participant attains age 70 1/2,  
or 
  
(II) the earlier of the calendar  
year with or within which ends  
the Plan Year in which the  
Participant becomes a 5-percent  
owner, or the calendar year in  
which the Participant retires. 
  
(III) The Required Beginning Date of  
a Participant who is not a 5- 
percent owner who attains age  
70 1/2 during 1988 and who has  
not retired as of January 1,  
1989, is April 1, 1990. 
  
(iii) 5-percent owner.  A Participant is treated  
as a 5-percent owner for purposes of this  
Section if such Participant is a 5-percent  
owner as defined in section 416(i) of the  
Code (determined in accordance with  
section 416 of the Code but without regard  
to whether the Plan is Top-Heavy) at any  
time during the Plan Year ending with or  
within the calendar year in which such  
owner attains age 66 1/2 or any subsequent  
Plan Year. 
  
(iv) Once distributions have begun to a 5- 
percent owner under this Section, they must  
continue to be distributed even if the  
Participant ceases to be a 5-percent owner  
in a subsequent year. 
  
(d) Transitional Rules for TEFRA Elections: 
  
 Notwithstanding the other requirements of this Section and  
subject to the joint and survivor annuity requirements,  
distribution on behalf of any Employee, including a  
5-percent owner, may be made if all of the following  
requirements are satisfied (regardless of when such  
distribution commences): 
  
(1) The distribution by the Trust is one which would not  
have disqualified the Trust under section 401(a)(9) of  
the Code as in effect prior to amendment by the Deficit  
Reduction Act of 1984. 
  
(2) The distribution is in accordance with a method of  
distribution designated by the Employee whose interest  
in the Trust is being distributed or, if the Employee  
is deceased, by a Beneficiary of such Employee. 
  
 
 
(3) Such designation was in writing, was signed by the  
Employee or the Beneficiary, and was made before  
January 1, 1984. 
  
(4) The Employee had accrued a benefit under the Plan as of  
December 31, 1983. 
  
(5) The method of distribution designated by the Employee  
or the Beneficiary specifies the time at which  
distribution will commence, the period over which  
distributions will be made, and in the case of any  
distribution upon the Employee's death, the  
Beneficiaries of the Employee listed in order of  
priority. 
  
A distribution upon death will not be covered by this  
transitional rule unless the information in the designation  
contains the required information described above with  
respect to the distributions to be made upon the death of the  
Employee. 
 
For any distribution which commences before January 1, 1984,  
but continues after December 31, 1983, the Employee or the  
Beneficiary to whom such distribution is being made, will be  
presumed to have designated the method of distribution under  
which the distribution is being made if the method of  
distribution was specified in writing and the distribution  
satisfied the requirements of (1) and (5) above. 
 
If a designation is revoked, any subsequent distribution must  
satisfy the requirements of section 401(a)(9) of the Code and  
the proposed Regulations thereunder.  If a designation is  
revoked subsequent to the date distributions are required to  
begin, the Trust must distribute by the end of the calendar  
year following the calendar year in which the revocation  
occurs the total amount not yet distributed which would have  
been required to have been distributed to satisfy  
section 401(a)(9) of the Code and the proposed Regulations  
thereunder, but for the section 242(b)(2) election.  For  
calendar years beginning after December 31, 1988, such  
distributions must meet the minimum distributions incidental  
benefit requirements in section 1.401(a)(9)-2 of the proposed  
Regulations.  Any changes in the designation will be  
considered to be a revocation of the designation.  However,  
the mere substitution or addition of another Beneficiary (one  
not named in the designation) under the designation will not  
be considered to be a revocation of the designation, so long  
as such substitution or addition does not alter the period  
over which distributions are to be made under the  
designation, directly or indirectly (for example, by altering  
the relevant measuring life).  In the case in which an amount  
is transferred or rolled over from the Plan to another plan,  
the rules in Q&A J-2 and  
Q&A J-3 of the proposed Regulations shall apply. 
 
 
 
Section 6.11     Special Distribution Rules for 401(k)  
Contributions and Qualified Non-Elective  
Contributions. 
 
Employee Elective Deferrals, Qualified Non-Elective Contributions  
and income allocable to each are not distributable to a Participant  
or his or her Beneficiary or Beneficiaries, in accordance with such  
Participant's or Beneficiary's or Beneficiaries' election, earlier  
than upon separation from service, death, or Disability other than  
upon the occurrence of one or more of the following events: 
 
(a) Termination of the Plan without the establishment of another  
Defined Contribution Plan other than an employee stock  
ownership plan (as defined in section 4975(e) or 409 of the  
Code), or a simplified employee pension plan (as defined in  
section 408(k) of the Code). 
  
(b) The transfer by the Employer, if a corporation, to an  
unrelated corporation of substantially all of the assets  
(within the meaning of section 409(d)(2) of the Code) used in  
a trade or business of such corporation if the Employer  
continues to maintain this Plan after the disposition, but  
only with respect to Employees who continue employment with  
the corporation acquiring such assets. 
  
(c) The transfer by the Employer, if a corporation, to an  
unrelated entity of such corporation's interest in a  
subsidiary (within the meaning of section 409(d)(3) of the  
Code) if the Employer continues to maintain this Plan, but  
only with respect to Employees who continue employment with  
such subsidiary. 
  
Section 6.12     Form of Distribution. 
 
Distributions shall be made in cash or in-kind.  In-kind  
distributions shall be limited to Employer stock. 
 
Section 6.13     Trustee-to-Trustee Transfers. 
 
Subject to Plan Administrator approval, at the direction of a  
Participant, the Trustee of this Plan will make a transfer of such  
Participant's applicable Account balance to the trustee of another  
plan designated by the Participant, and qualified under section  
401(a) of the Code. 
 
 
 
Section 6.14     Normal Form of Benefit 
 
The Participant will receive a distribution in the form of one lump  
sum, except as required in Section 6.10. 
 
Section 6.15     Rollovers to Other Plans or IRAs. 
 
Effective with respect to any distribution made on or after  
January 1, 1993 and notwithstanding any provision of the Plan to  
the contrary that would otherwise limit a Participant's election  
under this Section, a Participant may elect, at the time and in the  
manner prescribed by the Administrator, to have any portion of an  
eligible rollover distribution paid, in a direct rollover, to an  
eligible retirement plan specified by the Participant. 
 
Definitions: 
 
(a) Eligible rollover distribution.  An eligible rollover  
distribution is any distribution of all or any portion of the  
balance to the credit of the Participant, except: 
  
(1) any distribution that is one of a series of  
substantially equal periodic payments (made not less  
frequently than annually) made over the life (or life  
expectancy) of the distributee or the joint lives (or  
joint life expectancies) of the Participant and the  
Participant's designated Beneficiary, or over a  
specified period of ten years or more; 
  
(2) any distribution to the extent such distribution is  
required under section 401(a)(9) of the Code; and 
  
(3) the portion of any distribution that is not includible  
in gross income (determined without regard to the  
exclusion for net unrealized appreciation with respect  
to employer securities). 
  
(b) Eligible retirement plan.  An eligible retirement plan is an  
individual retirement account described in section 408(a) of  
the Code, an individual retirement annuity described in  
section 408(b) of the Code, an annuity plan described in  
section 403(a) of the Code, or a qualified trust described in  
section 401(a) of the Code that accepts the distributee's  
eligible rollover distribution.  However, in the case of an  
eligible rollover distribution to the Surviving Spouse, an  
eligible retirement plan is an individual retirement account  
or individual retirement annuity. 
  
(c) Direct rollover.  A direct rollover is a payment by the Plan  
to the eligible retirement plan specified by the Participant. 
 
 
 
ARTICLE VII - LOANS 
 
 
Section 7.1     Availability of Loans. 
 
Loans shall be permitted under this Plan as established by the  
policy of the Plan Administrator. Any such loan shall be subject to  
such conditions and limitations as the Plan Administrator deems  
necessary for administrative convenience and to preserve the tax- 
qualified status of the Plan. 
 
Section 7.2     Amount of Loans. 
 
No loan to any Participant or Beneficiary may be made to the extent  
that such loan, when added to the outstanding balance of all other  
loans to the Participant or Beneficiary, would exceed the lesser of  
(a) $50,000 reduced by the excess (if any) of the highest  
outstanding balance of loans during the one-year period ending on  
the day before the loan is made, over the outstanding balance of  
loans from the Plan on the date the loan is made, or (b) one-half  
the present value of the nonforfeitable accrued benefit of the  
Participant.  For the purpose of the above limitation, all loans  
from all plans of the Employer and other members of a group of  
employers described in sections 414(b), 414(c), 414(m), and 414(o)  
of the Code are aggregated.  Furthermore, any loan shall by its  
terms require that repayment (principal and interest) be amortized  
in level payments, not less frequently than quarterly, over a  
period not extending beyond five years from the date of the loan.   
If such loan is used to acquire a dwelling unit which within a  
reasonable time (determined at the time the loan is made) will be  
used as the principal residence of the Participant, the repayment  
period shall be five or fifteen years from the date of the loan.   
An assignment or pledge of any portion of the Participant's  
interest in the Plan and a loan, pledge, or assignment with respect  
to any insurance contract purchased under the Plan, will be treated  
as a loan under this paragraph. 
 
Section 7.3     Terms of Loans. 
 
(a) Loans shall be made available to all Participants and  
Beneficiaries on a reasonably equivalent basis. 
  
(b) Loans shall not be made available to Highly Compensated  
Employees (as defined in section 414(q) of the Code) in an  
amount greater than the amount made available to other  
Employees. 
  
 
 
(c) Loans must be adequately secured using not more than  
50 percent of the Participant's Vested Account balance, and  
bear a reasonable interest rate. 
  
(d) No Participant loan shall exceed the present value of the  
Participant's Vested accrued benefit.  A Participant loan for  
less than $1,000 dollars is not permitted. 
  
(e) In the event of default, foreclosure on the note and  
attachment of security will not occur until a distributable  
event occurs in the Plan. 
  
(f) A Participant may have no more than two (2) loans from the  
Plan outstanding at any one time.  Notwithstanding, if a  
Participant's first loan is in default, a second loan will  
not be made to the Participant. 
  
(g) No loans will be made to any shareholder-employee.  For  
purposes of this requirement, a shareholder-employee means an  
Employee or officer of an electing small business (Subchapter  
S) corporation who owns (or is considered as owning within  
the meaning of section 318(a)(1) of the Code) on any day  
during the taxable year of such corporation, more than  
5 percent of the outstanding stock of the corporation. 
  
(h) Loans granted or renewed on or after the last day of the  
first Plan Year beginning after December 31, 1988 shall be  
made pursuant to a written Participant loan program  
incorporated herein by reference which will include the  
following: 
  
(1) the basis on which loans will be approved or denied; 
  
(2) procedures for applying for the loans; 
  
(3) person or positions authorized to administer the  
Participant loan program; 
  
(4) limitations, if any, on the types and amounts of loans  
offered; 
  
(5) procedures under the program for determining the rates  
of interest; 
  
(6) the types of collateral which may secure a Participant  
loan; and 
  
(7) the events constituting default and the steps that will  
be taken to preserve Plan assets. 
  
(i) Loans are available from the following accounts, and will be  
withdrawn from the Participant's accounts in the following  
hierarchy: 
  
(1) After-Tax Employee Contribution Account 
  
(2) Rollover Account 
  
 
 
(3) Employee Deferral Account 
  
(4) 100% Vested Matching Contribution Account 
  
(5) Vested Employer Matching Contribution Account 
  
(6) Vested Excess Matching Contribution Account 
  
(j) Loans will be taken from the investment funds on a pro rata  
basis. 
 
 
 
ARTICLE VIII - PLAN ADMINISTRATION 
 
 
Section 8.1     Duties of the Employer. 
 
The Employer shall have overall responsibility for selecting and  
appointing the Trustee, and for the establishment, amendment,  
termination, administration, and operation of the Plan.  The  
Employer shall discharge this responsibility by appointing a  
Committee, to which shall be delegated overall responsibility for  
administering and operating the Plan. 
 
Upon written notice to the Trustee and the Committee, the Employer  
may appoint one or more investment managers as described in ERISA  
section 3(38), which shall have the power to manage, acquire, or  
dispose of all or part of the Trust assets in accordance with the  
provisions of the Plan and Trust agreement.  The Committee and  
investment manager shall execute a written agreement specifying the  
Trust assets to be managed and the investment manager's duties and  
responsibilities with respect to such assets, and in such agreement  
the investment manager shall acknowledge that it is a fiduciary  
with respect to the Plan and Trust.  The Committee may authorize  
the investment manager to give written instructions to the Trustee  
with respect to acquiring, managing, and disposing of assets  
managed by the investment manager, and the Trustee shall follow  
such instructions and shall be under no duty to make an independent  
determination regarding whether the instruction is proper.  The  
fees and expenses of an investment manager shall be paid by the  
Trust except to the extent paid by the Employer. 
 
Section 8.2     The Committee. 
 
(a) The Committee shall be the "named fiduciary" (as defined in  
section 402(a)(2) of ERISA), the "Administrator" (as  
defined in section 3(16) of ERISA and section 414(g) of the  
Code), and an agent for service of process of the Plan. 
  
(b) The Committee shall consist of officers or other Employees of  
the Employer, or any other person(s) who shall be appointed  
by the Employer.  The members of the Committee shall serve at  
the discretion of the Employer.  In the absence of such  
appointment, the Employer shall serve as the Committee.  Any  
member of the Committee may resign by delivering his written  
resignation to the Employer and to the Committee, which shall  
become effective upon the date specified therein.  In the  
event of a vacancy on the Committee, the remaining members  
shall constitute the Committee with full power to act until  
the Employer appoints a new Committee member.  The Employer  
may from time to time remove any Committee member with or  
without cause and appoint a successor thereto. 
 
 
 
Section 8.3     Appointment of Advisor. 
 
The Committee may employ any such person or entity as it deems  
necessary to assist in the Administration of the Plan and provide  
services including but not limited to tax advice, amendment,  
termination and operation of the Plan, and advice concerning  
reports filed with the Internal Revenue Service.  Any such advisor  
shall not be the Administrator of the Plan (as defined in section  
3(16) of ERISA and section 414(g) of the Code). 
 
The Committee shall have the authority and discretion to engage an  
Administrative Delegate who shall perform, without discretionary  
authority or control, administrative functions within the framework  
of policies, interpretations, rules, practices and procedures made  
by the Committee or other Plan fiduciary. Any action made or taken  
by the Administrative Delegate may be appealed by an affected  
Participant to the Committee in accordance with the claims review  
procedures provided in Section 8.6. Any decisions which call for  
interpretations of Plan provisions not previously made by the  
Committee shall be made only by the Committee.  
 
Section 8.4     Powers and Duties of the Committee. 
 
(a) The Committee, on behalf of the Participants and  
Beneficiaries of the Plan, shall enforce the Plan and Trust  
in accordance with the terms thereof, and shall have all  
powers necessary to carry out such provisions.  The Committee  
shall have full discretion to interpret the Plan and Trust  
and to determine all questions arising in the administration  
and application of the Plan and Trust.  Any such  
interpretation or determination by the Committee shall be  
conclusive and binding on all persons. 
  
 The Committee shall establish rules and regulations necessary  
for the proper conduct and administration of the Plan, and  
from time to time may change or amend these rules and  
regulations.  The Committee shall also have the power to  
authorize all disbursements from the Trust by the Trustee in  
accordance with the Plan's terms. 
  
(b) At the direction of the Committee, distributions to minors or  
persons declared incompetent may be made by the Trustee  
directly to such persons or to the legal guardians or  
conservators of such persons.  The Employer, the Committee,  
and the Trustee shall not be required to see to the proper  
application of such distributions made to any of such  
persons, but his or their receipt thereof shall be a full  
discharge of the Employer, the Committee, and the Trustee of  
any obligation under the Plan or the Trust. 
 
 
 
Section 8.5     Organization and Operation. 
 
(a) The Committee shall act by a majority of its members then in  
office, and such action may be taken either by a vote at a  
meeting or by written consent without a meeting.  The  
Committee may authorize any one or more of its members to  
execute any document or documents on behalf of the Committee,  
in which event the Committee shall notify the Employer, in  
writing, of such authorization and the name or names of its  
member or members so designated.  The Employer thereafter  
shall accept and rely on any documents executed by said  
member of the Committee or members as representing action by  
the Committee until the Committee shall file with the  
Employer a written revocation of such designation. 
  
(b) The Committee may adopt such bylaws and regulations as it  
deems desirable for the conduct of its affairs and may employ  
and appropriately compensate such accountants, counsel,  
specialists, actuaries, and other persons as it deems  
necessary or desirable in connection with the administration  
and maintenance of the Plan.  The Committee shall have the  
authority to control and manage the operation and  
administration of the Plan. 
 
Section 8.6     Claims Procedure. 
 
(a) A claim for benefits under the Trust shall be filed on an  
application form supplied by the Committee.  Written notice  
of the disposition of the claim shall be furnished to the  
claimant within 90 days after an application form is received  
by the Committee, unless special circumstances (as determined  
by the Committee) require an extension for processing the  
claim.  If such an extension is required, the Committee shall  
render a decision as soon as possible subsequent to the 90- 
day period, but such decision shall not be rendered later  
than 180 days after the application form is received by the  
Committee.  Written notice of such extension shall be  
furnished to the claimant prior to the commencement of the  
extension indicating the special circumstances requiring such  
extension and the date by which the Committee expects to  
render the decision on the claim.  In the event the claim is  
denied, the Committee shall set forth in writing the reasons  
for the denial and shall cite pertinent provisions of the  
Plan and Trust upon which the decision is based.  In  
addition, the Committee shall provide a description of any  
additional material or information necessary for the claimant  
to perfect the claim, an explanation of why such information  
is necessary, and appropriate information as to the steps to  
be taken if the Participant or Beneficiary wish to submit  
such claim for review as provided in (b) below. 
  
 
 
(b) A Participant or Beneficiary whose claim described in (a)  
above has been denied in whole or in part shall be entitled  
to the following rights if exercised within 60 days after  
written denial of a claim is received: 
  
(1) to request a review of the claim upon written  
application to the Committee; 
  
(2) to review documents associated with the claim; and 
  
(3) to submit issues and comments in writing to the  
Committee. 
  
(c) If a Participant or a Beneficiary requests a review of the  
claim under (b) above, the Committee shall conduct a full  
review (including a formal hearing if desired) of such  
request, and a decision on such request shall be made within  
60 days after the Committee has received the written request  
for review from the Participant or the Beneficiary.  Special  
circumstances (such as a need for full hearing on request)  
can allow the Committee to extend the decision on such  
request, but the decision shall be rendered no later than  
120 days after receipt of the request for review.  Written  
notice of such an extension shall be furnished to the  
Participant or the Beneficiary prior to the commencement of  
the extension.  The decision of the Committee on review shall  
be set forth in writing and shall include specific reasons  
for the decision as well as specific references to the  
pertinent provisions of the Plan or Trust on which the  
decision is based. 
 
Section 8.7     Records and Reports. 
 
(a) The Committee shall be entitled to rely upon certificates,  
reports, and opinions provided by an accountant, tax or  
pension advisor, actuary or legal counsel employed by the  
Employer or Committee.  The Committee shall keep a record of  
all its proceedings and acts, and shall keep all such books  
of account, records, and other data as may be necessary for  
the proper administration of the Plan.  The regularly kept  
records of the Committee, the Employer, and the Trustee shall  
be conclusive evidence of a Participant's service, his  
Compensation, his age, his marital status, his status as an  
Employee, and all other matters contained therein and  
relevant to this Plan; provided, however, that a Participant  
may request a correction in the record of his age at any time  
prior to his retirement and such correction shall be made if  
within 90 days after such request he furnishes a birth  
certificate, baptismal certificate, or other documentary  
proof of age satisfactory to the Committee in support of this  
correction. 
  
 
 
(1) Each Participant and each Participant's designated  
Beneficiary must notify the Committee in writing of his  
mailing address and each change thereof.  Any  
communication, statement or notice addressed to a  
Participant or Beneficiary at the last mailing address  
filed with the Committee, or if no address is filed  
with the Committee, the last mailing address as shown  
on the Employer's records, will be binding on the  
Participant and his Beneficiary for all purposes of the  
Plan.  Neither the Committee nor the Trustee shall be  
required to search for or locate a Participant or a  
Beneficiary. 
 
Section 8.8     Liability. 
 
(a) A member of the Committee shall not be liable for any act, or  
failure to act, of any other member of the Committee, except  
to the extent that such member: 
  
(1) Knowingly participates in, or undertakes to conceal, an  
act or omission of another Committee member, knowing  
that such act or omission is a breach of fiduciary duty  
to the Plan; 
  
(2) Fails to comply with the specific responsibilities  
given him as a member of the Committee, and such  
failure enables another member of the Committee to  
commit a breach of fiduciary duty to the Plan; or 
  
(3) Has knowledge of a breach of fiduciary duty to the Plan  
by another member of the Committee, unless such member  
makes reasonable effort under the circumstances to  
remedy such breach. 
  
(b) Each member of the Committee shall be liable with respect to  
his own acts of willful misconduct or gross negligence  
concerning the Plan.  The Employer shall indemnify the  
Committee or each of its members for part or all expenses,  
costs, or liabilities arising out of the performance of  
duties required by the terms of the Plan or Trust, except for  
those expenses, costs, or liabilities arising out of a  
member's willful misconduct or gross negligence. 
 
Section 8.9     Reliance on Statements. 
 
The Committee, in any of its dealings with Participants hereunder,  
may conclusively rely on any written statement, representation, or  
documents made or provided by such Participants. 
 
 
 
Section 8.10     Remuneration and Bonding. 
 
(a) Unless otherwise determined by the Committee, the members of  
the Committee shall serve without remuneration for services  
to the Plan and Trust.  However, all expenses of the  
Committee shall be paid by the Trust except to the extent  
paid by the Employer.  Such expenses shall include any  
expenses incidental to the functioning of the Committee,  
including but not limited to fees of accountants, legal  
counsel, and other specialists, or any other costs entailed  
in administering the Plan. 
  
(b) Title I of ERISA requires certain persons with discretion  
over Plan assets to be bonded. Except as required by ERISA or  
other federal law, the members of the Committee shall serve  
without bond. 
 
Section 8.11     Committee Decisions Final. 
 
Any decision of the Committee with respect to matters within its  
jurisdiction shall be final, binding, and conclusive upon the  
Employer and the Trustee and upon each Employee, Participant,  
former Participant, Beneficiary, and every other person or party  
interested or concerned. 
 
Section 8.12     Participant-Directed Investments. 
 
The Committee authorizes the Trustee to accept investment direction  
from Participants.  The Trustee shall invest in the Investment  
Funds in accordance with investment directions given by the  
Participants and Beneficiaries for whose accounts such assets are  
held, to the extent authorized.  All such directions by the  
Participants or Beneficiaries to the Trustee will be made by  
electronic media or in such other manner as is acceptable to the  
Trustee.  Participants and Beneficiaries will be deemed responsible  
for purposes of such investment selection and allocation. 
 
Where the Committee, a Participant, a Beneficiary or an Investment  
Manager other than the Trustee has the power and authority to  
direct the investment of assets of the Trust Fund, the Trustee does  
not have any duty to question any direction, to review any  
securities or other property, or to make any suggestions in  
connection therewith.  The Trustee will promptly comply with any  
direction given by the Committee, a Participant, a Beneficiary or  
Investment Manager.  The Trustee will neither be liable for failing  
to invest any assets of the Trust Fund under the management and  
control of the Committee, a Participant, a Beneficiary or an  
Investment Manager in the absence of investment directions  
regarding such assets.  The Trustee and the Committee shall be  
indemnified by the Participant from and against any personal  
liability to which the Trust and the Committee may be subject due  
to carrying out an elective investment directed by the Participant  
or for failure to act in absence of restrictions from the  
Participant. 
 
 
 
ARTICLE IX - TRUST AGREEMENT 
 
 
Section 9.1     Establishment of Trust. 
 
The Employer and the Trustee have entered into a trust agreement  
which is set forth in a separate document and is incorporated  
herein. The trust agreement establishes a Trust consisting of such  
sums of money and other property as may from time to time be  
contributed or transferred to the Trustee under the terms of the  
Plan, along with any property to which the Trust Fund may from time  
to time be converted, and which provides for the investment of Plan  
assets and the operation of the Trust. The trust agreement, as  
amended from time to time, shall be deemed part of the Plan, and  
all rights and benefits provided to persons under the Plan shall be  
subject to the terms of the trust agreement.  
 
Section 9.2     Exclusive Benefit. 
 
(a) The Employer shall have no beneficial interest in the assets  
of the Trust, and no part of the Trust shall ever revert to  
or be repaid to the Employer, directly or indirectly, except  
that upon written request, the Employer shall have a right to  
recover: 
  
(1) a contribution to the Plan made by mistake of fact if  
such contribution (to the extent made by mistake of  
fact) is returned to the Employer within one year after  
payment of such contribution; 
  
(2) any contributions to the Plan conditioned upon initial  
qualification of the Plan under section 401(a) of the  
Code if the Plan does not so qualify and such  
contributions are returned to the Employer within one  
year after the denial of qualification of the Plan and  
only if a determination letter request is filed by the  
time prescribed by law for filing the Employer's tax  
return for the taxable year in which the Plan is  
adopted; 
  
(3) a contribution to the Plan which is disallowed as a  
deduction under section 404 of the Code if such  
contribution (to the extent disallowed) is returned to  
the Employer within one year after the deduction is  
disallowed; and 
  
(4) any residual assets due to a section 415 excess  
contribution upon termination of the Plan if all  
liabilities of the Plan to Participants and their  
Beneficiaries have been satisfied and the reversion  
does not contravene any provision of law. 
 
 
ARTICLE X - AMENDMENT, TERMINATION AND MERGER 
 
 
Section 10.1     Amendment. 
 
(a) The Employer shall have the right to amend the Plan and Trust  
at any time to the extent permitted under the Code and ERISA.   
The Employer may delegate some or all of its amendment  
authority to the Committee. 
  
(b) No amendment affecting the rights or duties of the Trustee  
shall be effective without the written consent of the  
Trustees. 
  
(c) No amendment to the Plan shall be effective to the extent  
that it has the effect of decreasing a Participant's accrued  
benefit.  Notwithstanding the preceding sentence, a  
Participant's Account balance may be reduced to the extent  
permitted under section 412(c)(8) of the Code.  For purposes  
of this paragraph, a Plan amendment which has the effect of  
decreasing a Participant's Account balance or eliminating an  
optional form of benefit, with respect to benefits  
attributable to service before the amendment, shall be  
treated as reducing an accrued benefit. 
 
Section 10.2     Termination. 
 
(a) The Employer intends to continue the Plan indefinitely and to  
fund the Plan as required by law and its terms.  However, the  
Employer shall have the right to terminate the Plan at any  
time. 
  
(b) If the Plan is totally or partially terminated, or in the  
event of a complete discontinuation of contributions under  
the Plan, a Participant whose participation in the Plan is  
terminated as a result of such total or partial termination  
or who is affected by the complete discontinuation of  
contributions to the Plan shall be 100 percent Vested with  
respect to his Accounts, determined as of the date of such  
total or partial termination. 
  
(c) Upon termination of the Plan, the Employer shall allocate the  
assets of the Plan, after the payment of or set aside for the  
payment of all expenses, among the Participants and their  
Beneficiaries in accordance with the Code and ERISA. 
  
(d) Upon termination of the Plan, and after all liabilities of  
the Plan to Participants and Beneficiaries have been  
satisfied, any residual assets of the Plan which are  
attributable to a contribution in excess of Code section 415  
limits shall be distributed to the Employer, provided such  
distribution does not contravene any provision of the law or  
the Plan. 
 
 
(e) The allocation of benefits under this Article shall be  
accomplished either through the continuance of the Trust, the  
creation of a new Trust, the payment of the benefits to be  
provided to the Participants or Beneficiaries, or the  
purchase of annuity contracts, as determined by the Employer. 
 
Section 10.3     Merger, Consolidation or Transfer. 
 
The Employer shall have the right at any time to merge or  
consolidate the Plan with any other plan, or transfer the assets or  
liabilities of the Trust to any other plan provided each  
Participant would (if the Plan were then terminated) receive a  
benefit immediately after such merger, consolidation or transfer  
which would equal or exceed the benefit the Participant would have  
been entitled to immediately before such merger, consolidation or  
transfer (if the Plan were then terminated). 
 
 
 
ARTICLE XI - TOP-HEAVY PROVISIONS 
 
 
Section 11.1     Applicability. 
 
The provisions of this Article shall not apply to the Plan with  
respect to any Plan Year in which the Plan is not Top-Heavy.  If  
the Plan is or becomes Top-Heavy in any Plan Year, the provisions  
of this Article will supersede any conflicting provisions in the  
Plan. 
 
Section 11.2     Definitions. 
 
(a) Key Employee:  Any Employee or former Employee (and the  
Beneficiaries of such Employee) who at any time during the  
"Determination Period" was (1) an officer of the Employer  
if such individual's Annual Compensation exceeds 50 percent  
of the dollar limitation under section 415(b)(1)(A) of the  
Code, (2) an owner (or considered an owner under section 318  
of the Code) of one of the ten largest interests in the  
Employer if such individual's Annual Compensation exceeds 100  
percent of the dollar limitation under section 415(c)(1)(A)  
of the Code, (3) a more-than-5-percent owner of the Employer,  
or (4) a more-than-1-percent owner of the Employer who has  
annual Compensation of more than $150,000.  Annual  
Compensation means compensation as defined in  
section 415(c)(3) of the Code, but including amounts  
contributed by the Employer pursuant to a salary reduction  
agreement which are excludable from the Employee's gross  
income under section 125, section 402(e)(3), section 402(h)  
or section 403(b) of the Code.  The "Determination Period"  
is the Plan Year containing the Determination Date and the  
four (4) preceding Plan Years. 
  
 The determination of who is a Key Employee will be made in  
accordance with section 416(i)(1) of the Code and the  
Regulations thereunder. 
  
(b) Top-Heavy Plan:  For any Plan Year beginning after  
December 31, 1983, this Plan is Top-Heavy if any of the  
following conditions exists: 
  
(1) If the Top-Heavy Ratio for this Plan exceeds 60 percent  
and this Plan is not part of any Required Aggregation  
Group or Permissive Aggregation Group of plans. 
  
(2) If this Plan is a part of a Required Aggregation Group  
of plans, but not part of a Permissive Aggregation  
Group of plans and the Top-Heavy Ratio for the  
Permissive Aggregation Group exceeds 60 percent. 
  
 
 
(3) If this Plan is a part of a Required Aggregation Group  
and part of a Permissive Aggregation Group of plans and  
the Top-Heavy Ratio for the Permissive Aggregation  
Group exceeds 60 percent. 
  
(c) Super-Top-Heavy Plan: A plan is Super-Top-Heavy if such a  
plan would be Top-Heavy if "90 percent" were substituted  
for "60 percent" each place it appears in (b) above. 
  
(d) Top-Heavy Ratio: 
  
(1) If the Employer maintains one or more Defined  
Contribution Plans (including any simplified employee  
pension plan) and the Employer has not maintained any  
Defined Benefit Plan which during the 5-year period  
ending on the Determination Date(s) has or has had  
accrued benefits, the Top-Heavy Ratio for this Plan  
alone or for the required or Permissive Aggregation  
Group, as appropriate, is a fraction, the numerator of  
which is the sum of the Account balances of all Key  
Employees as of Determination Date(s) (including any  
part of any Account balance distributed in the 5-year  
period ending on the Determination Date(s)), and the  
denominator of which is the sum of all Account balances  
(including any part of any Account balance distributed  
in the 5-year period ending on the Determination  
Date(s)), both computed in accordance with section 416  
of the Code and the Regulations thereunder.  Both the  
numerator and denominator of the Top-Heavy Ratio are  
increased to reflect any contribution not actually made  
as of the Determination Date, but which is required to  
be taken into account on that date under section 416 of  
the Code and the Regulations thereunder. 
  
(2) If the Employer maintains one or more Defined  
Contribution Plans (including any simplified employee  
pension plan) and the Employer maintains or has  
maintained one or more Defined Benefit Plans which  
during the 5-year period ending on the Determination  
Date(s) has or has had any accrued benefits, the Top- 
Heavy Ratio for any required or Permissive Aggregation  
Group as appropriate, is a fraction, the numerator of  
which is the sum of account balances under the  
aggregated Defined Contribution Plan or Plans for all  
Key Employees, determined in accordance with (1) above,  
and the Present Value of accrued benefits under the  
aggregated Defined Benefit Plan or Plans for all Key  
Employees as of the Determination Date(s), and the  
denominator of which is the sum of the account balances  
under the aggregated Defined Contribution Plan or Plans  
for all Participants, determined in accordance with  
(1) above, and the Present Value of accrued benefits  
under the Defined Benefit Plan or Plans for all  
Participants as of the Determination Date(s), are  
determined in accordance with section 416 of the Code  
and the Regulations thereunder.  The accrued benefits  
under a Defined Benefit Plan in both the numerator and  
denominator of the Top-Heavy Ratio are increased for  
any distribution of an accrued benefit made in the  
five-year period ending on the Determination Date. 
  
 
 
(3) For purposes of (1) and (2) above, the value of account  
balances and the Present Value of accrued benefits will  
be determined as of the most recent Valuation Date that  
falls within or ends with the 12-month period ending on  
the Determination Date, except as provided in section  
416 of the Code and the Regulations thereunder for the  
first and second plan years of a Defined Benefit Plan.   
The account balances and accrued benefits of a  
Participant (a) who is not a Key Employee but who was a  
Key Employee in a prior year, or (b) who has not been  
credited with at least one Hour of Service with any  
Employer maintaining the Plan at any time during the 5- 
year period ending on the Determination Date will be  
disregarded.  The calculation of the Top-Heavy Ratio,  
and the extent to which distributions, rollovers and  
transfers are taken into account will be made in  
accordance with section 416 of the Code and the  
Regulations thereunder.  Employee contributions  
previously deductible under section 219 of the Code  
will not be taken into account for purposes of  
computing the Top-Heavy Ratio.  When aggregating plans,  
the value of account balances and accrued benefits will  
be calculated with reference to the Determination Dates  
that fall within the same calendar year. 
  
 The accrued benefit of a Participant other than a Key  
Employee shall be determined under either (a) the  
method, if any, that uniformly applies for accrual  
purposes under all Defined Benefit Plans maintained by  
the Employer, or (b) if there is no such method, as if  
such benefit accrued not more rapidly than the slowest  
accrual rate permitted under the fractional rule of  
section 411(b)(1)(C) of the Code. 
  
(e) Permissive Aggregation Group:  The Required Aggregation Group  
of plans plus any other plan or plans of the Employer which,  
when considered as a group with the Required Aggregation  
Group, would continue to satisfy the requirements of sections  
401(a)(4) and 410 of the Code. 
  
(f) Required Aggregation Group:  (1) Each qualified plan of the  
Employer in which at least one Key Employee participates or  
participated at any time during the Determination Period  
(regardless of whether the plan has terminated), and (2) any  
other qualified plan of the Employer which enables a plan  
described in (1) to meet the requirements of  
sections 401(a)(4) or 410 of the Code. 
  
(g) Determination Date:  For any Plan Year subsequent to the  
first Plan Year, the last day of the preceding Plan Year.   
For the first Plan Year of the Plan, the last day of that  
year. 
  
(h) Valuation Date:  The date as defined in Article I of the Plan  
as of which Account balances or accrued benefits are valued  
for purposes of calculating the Top-Heavy Ratio. 
  
 
 
(i) Present Value:  Present Value shall be determined using the  
interest and mortality rates specified in the applicable  
plans.  Notwithstanding the foregoing, all determinations  
shall be made in accordance with section 416 of the Code and  
the Regulations promulgated thereunder. 
 
Section 11.3     Minimum Allocation. 
 
(a) Except as otherwise provided in (c) and (d) below, Employer  
contributions, not including Employee Elective Deferrals,  
allocated on behalf of any Participant who is not a Key  
Employee shall not be less than the lesser of three percent  
(four percent if the Plan is super-Top-Heavy) of such  
Participant's Compensation or, in the case where the Employer  
has no Defined Benefit Plan which designates this Plan to  
satisfy section 401 of the Code, the largest percentage of  
Employer contributions, as a percentage of the first $200,000  
of the Key Employee's Compensation, allocated on behalf of  
any Key Employee for that year.  The minimum allocation is  
determined without regard to any Social Security  
contribution.  This minimum allocation shall be made even  
though, under the Plan provisions, the Participant would not  
otherwise be entitled to receive an allocation, or would have  
received a lesser allocation for the year because of (1) the  
Participant's failure to complete 1,000 hours of service (or  
any equivalent provided in the Plan), or (2) the  
Participant's failure to make mandatory Employee  
contributions to the Plan or (3) Compensation less than a  
stated amount. 
  
(b) For purposes of computing the minimum allocation,  
Compensation means Compensation as defined in Article I of  
the Plan. 
  
(c) The provision in (a) above shall not apply to any Participant  
who was not employed by the Employer on the last day of the  
Plan Year. 
  
(d) The provision in (a) above shall not apply to any Participant  
to the extent the Participant is covered under any other plan  
or plans of the Employer and the minimum allocation or  
benefit requirement applicable to Top-Heavy Plans will be met  
in the other plan or plans. 
 
Section 11.4     Nonforfeitability of Minimum Allocation. 
 
The minimum allocation required (to the extent required to be  
nonforfeitable under section 416(b) of the Code) may not be  
forfeited under section 411(a)(3)(D) of the Code. 
 
 
 
Section 11.5     Allocation Limitations. 
 
In determining the Defined Contribution Fraction under section  
415(e)(3)(B) of the Code and pursuant to Section 5.4 of the Plan  
"100 percent" shall be substituted for "125 percent" unless the  
minimum allocation percentage under section 416(c)(2)(A) of the  
Code and Section 11.3(a) of the Plan is increased from "three  
percent" to "four percent" and the Plan would not be a  
Top-Heavy Plan if "90 percent" were substituted for "60 percent"  
each place it appears in Section 11.2(b) of the Plan. 
 
Section 11.6     Minimum Vesting Schedules. 
 
(a) For any Plan Year during which the Plan is Top-Heavy, the  
vesting schedule below will automatically apply to all  
benefits within the meaning of section 411(a)(7) of the Code  
except those attributable to Employee contributions,  
including benefits accrued before the effective date of  
section 416 of the Code and benefits accrued before the Plan  
became Top-Heavy.  Further, no decrease in a Participant's  
nonforfeitable percentage may occur in the event the Plan's  
status as Top-Heavy changes for any Plan Year.  However, this  
Section does not apply to the Account balance(s) of any  
Employee who does not have an Hour of Service after the Plan  
has initially become Top-Heavy.  Such Employee's Account  
balance attributable to Employer contributions and  
Forfeitures will be determined without regard to this  
Section. 
  
(b) The nonforfeitable interest of each Employee in his or her  
Account balance attributable to Employer contributions shall  
be as follows: 
  
                             The nonforfeitable 
  Year(s) of Service:          percentage is: 
  
      Less than 1                    0 
      Less than 2                    0 
      Less than 3                   20 
      Less than 4                   40 
      Less than 5                   60 
      Less than 6                   80 
      6 or more                    100 
   
 
(c) If the vesting schedule under the Plan becomes subject to or  
is no longer subject to the above schedule for any Plan Year  
because of the Plan's Top-Heavy status, such shift is an  
amendment to the vesting schedule and the election provided  
in Section 5.6. 
  
 
 
ARTICLE XII - GENERAL PROVISIONS 
 
 
Section 12.1     Governing Law. 
 
(a) The Plan is established under, and its validity, construction  
and effect shall be governed by, the laws of the State of  
California to the extent not preempted by ERISA. 
  
(b) The parties to the Trust intend that the Trust be exempt from  
taxation under section 501(a) of the Code, and any  
ambiguities in its construction shall be resolved in favor of  
an interpretation which will effect such intention. 
 
Section 12.2     Power to Enforce. 
 
The Committee shall have authority to enforce the Plan on behalf of  
any and all persons having or claiming any interest in the Trust or  
Plan. 
 
Section 12.3     Alienation of Benefits. 
 
Benefits under the Plan shall not be subject to anticipation,  
alienation, sale, transfer, assignment, pledge, encumbrance or  
charge and any attempt to anticipate, alienate, sell, transfer,  
assign, pledge, encumber or charge the same shall be void, nor  
shall any such benefits be in any way liable for or subject to the  
debts, contracts, liabilities, engagements or torts of any person  
entitled to such benefits.  This Section shall also apply to the  
creation, assignment or recognition of a right to any benefit  
payable with respect to a Participant pursuant to a domestic  
relations order, unless such order is determined to be a qualified  
domestic relations order as defined in section 414(p) of the Code,  
or any domestic relations order entered before January 1, 1985. 
 
Section 12.4     Not an Employment Contract. 
 
The Plan is not and shall not be deemed to constitute a contract  
between the Employer and any Employee, or to be a consideration  
for, or an inducement to, or a condition of, the employment of any  
Employee.  Nothing contained in the Plan shall give or be deemed to  
give an Employee the right to remain in the employment of the  
Employer or to interfere with the right to be retained in the  
employ of the Employer, any legal or equitable right against the  
Employer, or to interfere with the right of the Employer to  
discharge or retire any Employee at any time. 
 
 
 
Section 12.5     Discretionary Acts. 
 
Any discretionary acts to be undertaken under the Plan with respect  
to the classification of Employees, contributions, or benefits  
shall be nondiscriminatory and uniform in nature and applicable to  
all persons similarly situated. 
 
Section 12.6     Interpretation. 
 
(a) Savings Clause.  If any provision or provisions of the Plan  
shall for any reason be invalid or unenforceable, the  
remaining provisions of the Plan shall be carried into  
effect, unless the effect thereof would be to materially  
alter or defeat the purposes of the Plan. 
  
(b) Gender.  Wherever appropriate, pronouns of either gender  
shall be deemed synonymous as shall singular and plural  
pronouns. 
  
(c) Headings.  Headings and titles of sections and subsections  
within the Plan document are inserted solely for convenience  
of reference.  They constitute no part of the Plan itself and  
shall not be considered in the construction of the Plan. 
  
(d) Family Aggregation.  Notwithstanding anything to the contrary  
in the Plan, the family aggregation rules do not apply as of  
December 31, 1996. 
 
 
ARTICLE XIII - SPECIAL RULES FOR PUERTO RICAN PARTICIPANTS 
 
 
(a) Purpose and Effect.  The purpose of this Article is to comply  
with the requirements of section 1165 of The Puerto Rico Internal  
Revenue Code of 1994, as amended (the "PR Code").  This  
Article shall apply to those Employees who are residents of  
the Commonwealth of Puerto Rico ("Article XIII  
Participants"). 
  
(b) Compensation.  "Compensation" shall mean all remuneration  
which is required to be reported as wages by the Employer to  
the Puerto Rico Treasury Department on Form 499 R-2/W-2 PR.   
Compensation for purposes of Article IV testing under Puerto  
Rico law, shall not be subject to section 401(a)(17) of the  
Code, the $160,000 compensation limit. 
  
(c) Puerto Rico Limitations on Contributions. 
  
(1) For any Plan Year, contributions under the Plan shall  
not exceed the limitations on deductions imposed under  
section 1023(n)(1)(C) and section 1023(n)(1)(F) of the PR Code; 
  
(2) Supplemental Section 1165(e) Employer Contributions.   
As soon as possible after the end of the Plan Year, the  
Company, in its discretion, may determine to make a  
section 1165(e) Employer contribution.  The Supplemental  
section 1165(e) Employer Contribution for any Plan Year under  
this paragraph will be made no later than the  
expiration of the period within which such contribution  
may be paid and deducted for the purpose of Puerto Rico  
income taxes; and 
  
(3) Annual Dollar Limitation.  The maximum amount of a  
Puerto Rico Employee's pre-tax Elective Contributions  
for a Plan Year may not be more than the lesser of  
(1) $8,000, or (2) an amount equal to 10 percent of the  
Employee's Compensation for the Plan Year; provided  
however, that this limitation will automatically be  
adjusted (up or down) to correspond with the maximum  
amount permitted under the applicable provisions of the  
PR Code.  
  
(d) Puerto Rico Plan Coverage Requirements. 
  
(1) For any Plan Year, the Plan shall satisfy the coverage  
requirements of section 1165(a)(3) of the PR Code. 
  
(e) Highly-Compensated Employees.  The highest paid one-third of  
the Employees for any Plan Year shall be deemed to be  
"Highly Compensated Employees" and the remaining two-thirds  
of the Employees for that Plan Year will be deemed to be  
"Non-highly Compensated Employees". 
  
 
 
(f) Non-discrimination. 
  
(1) Puerto Rico Actual Deferral Contribution Percentage  
Test.  In no event shall the actual deferral percentage  
of the Highly Compensated Employees for any Plan year  
be greater than: 
  
(A) 1.25 of the average of the Actual Deferral  
Percentages for all eligible Nonhighly  
Compensated Employees, or 
  
(B) Two times the average of the Actual Deferral  
Percentages for all eligible Nonhighly  
Compensated Employees, and the excess of the  
average of the Actual Deferral Percentages for  
all Highly Compensated Employees if the excess of  
the average of the Actual Deferral Percentages  
for the eligible Highly Compensated Employees  
over the average of the Actual Deferral  
Percentages for the eligible Nonhighly  
Compensated Employees does not exceed two  
percentage points.  The Actual Deferral  
Percentage for each group of employees is the  
average ratio, computed separately for each  
employee in each group, of the amount of cash or  
deferred arrangement contributions on behalf of  
an employee to the employees compensation.  
  
 The Actual Contribution Percentage Test, as defined in  
Article IV, Section 4.4 of this Plan shall not be applied  
for purposes of complying with the coverage requirements  
enacted under Section 1165(e) of the PR Code. 
  
(2) Aggregation with Other Plans or Arrangements.   
  
(A) Any "employee contributions" (within the  
meaning of Act section 1165(e)(3) and any "matching  
contributions" (within the meaning of Act  
section 1165(e)(3)(E)(i) made on the behalf of a Highly  
Compensated Employee and allocated to his account  
under one or more than one plan described in Code  
401(a) or Act section 1165(e) maintained by an Affiliate  
shall be treated as one single arrangement and  
must be aggregated in determining the Actual  
Deferral Percentage for any Participant who is a  
Highly Compensated Employee for a Plan Year. 
  
 If this Plan satisfies the coverage requirements  
of Act section 1165(a)(3)(A) only if aggregated with one  
or more other plans, or if one or more other  
plans satisfy the coverage requirements of Act  
section 1165(a)(3)(A) only if aggregated with this Plan,  
then the Actual Deferral Percentages of  
Participants shall be determined as if all such  
plans were a single plan. 
 
 The determination and treatment of the Company  
Matching Contributions and the Actual Deferral  
Percentage of any Participant shall satisfy such  
other requirements as may be prescribed by the  
Secretary of the Treasury of the Commonwealth of  
Puerto Rico. 
  
(B) For purposes of the Actual Deferral Percentage,  
the deferral percentage of a Highly Compensated  
Employee who has made elective deferrals under  
any other qualified cash or deferred arrangement  
maintained by the Company or an Affiliated  
Company pursuant to section 1165(e) of the PR Code shall  
be the sum of his deferral percentages under all  
such plans. 
  
(3) Distribution or Forfeiture of Excess Aggregate  
Contributions.  Notwithstanding any other provision of  
this Plan, Excess Aggregate Contributions made for any  
Plan Year adjusted for investment gains and losses  
shall be forfeited to the extent forfeitable under this  
Plan or distributed to the extent not so forfeitable,  
from the Accounts of Highly Compensated Employees no  
later than the last day of the immediately following  
Plan Year.  Such forfeitures shall be made on the basis  
of the respective portions attributable to such Excess  
Aggregate Contributions and shall be made in uniform  
increments of one percentage point or less, starting  
with the highest rate of Actual Deferral Percentages of  
Highly Compensated Employees and ending when the Excess  
Aggregate Contributions have been distributed or  
forfeited in full. 
  
(4) Return of Excess Contributions.  If the average  
deferral percentage for all Highly Compensated  
Employees exceeds the amount specified in this Article  
for any Plan Year; then Participant(s) with the Highest  
deferral percentage shall be reduced so that his  
applicable percentage is reduced to the greater of  
(a) such percentage that enables the Plan to satisfy  
the applicable percentage test, or (b) a percentage  
equal to the applicable percentage of the Highly  
Compensated  Employee(s) with the next highest  
percentage.  This procedure shall be repeated until the  
Puerto Rico Actual Deferral Test is satisfied.  The  
amount so reduced, together with the attributable  
earnings thereon, shall be deemed to have been  
contributed to the Plan by mistake of fact, shall be  
refunded to the Employer and the portion attributable  
to Basic and Supplemental Contributions shall  
thereafter be paid (subject, however, to the  
withholding of taxes and other amounts as though such  
amounts were current remuneration) by the Employer to  
the Article XIII Participant from whose Compensation  
such amount was obtained. 
  
(g) Use of Terms.  All terms and provisions of the Plan shall  
apply to this Article, except that where the terms and  
provisions of the Plan and this Article conflict, the terms  
and provisions of this Article shall govern. 
 
 
 
ARTICLE XIV - SIGNATURE PAGE 
 
 
IN WITNESS WHEREOF, this Plan has been restated the day and year  
written below. 
 
 
Signed, sealed, and delivered on this 30th day of January, 1998, in  
the presence of: 
 
 
Gap, Inc. 
 
          By  /s/ Richard S. McKinley 
              EMPLOYER   
 
              Richard S. McKinley                     
              EMPLOYER (Print Name) 
 
 
                     
WITNESS AS TO EMPLOYER(S) 
 
          By   /s/ Joanne K. Garrison 
               COUNSEL TO PLAN SPONSER 
 
               Joanne K. Garrison      
               COUNSEL TO PLAN SPONSER (Print Name) 
 
 
                     
WITNESS AS TO COUNSEL