{"id":38138,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/401-k-profit-sharing-plan-bio-technology-general-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"401-k-profit-sharing-plan-bio-technology-general-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/401-k-profit-sharing-plan-bio-technology-general-corp.html","title":{"rendered":"401(k) Profit Sharing Plan &#8211; Bio-Technology General Corp."},"content":{"rendered":"<pre>            BIO-TECHNOLOGY GENERAL CORP. 401(K) PROFIT SHARING PLAN\n\n\n\n\n\n\n\n\n\n\n                                TABLE OF CONTENTS\n\n                                    ARTICLE I\n                                   DEFINITIONS\n\n                                   ARTICLE II\n                          TOP HEAVY AND ADMINISTRATION\n\n2.1   TOP HEAVY PLAN REQUIREMENTS                                           24\n2.2   DETERMINATION OF TOP HEAVY STATUS                                     24\n2.3   POWERS AND RESPONSIBILITIES OF THE EMPLOYER                           28\n2.4   DESIGNATION OF ADMINISTRATIVE AUTHORITY                               28\n2.5   ALLOCATION AND DELEGATION OF RESPONSIBILITIES                         29\n2.6   POWERS AND DUTIES OF THE ADMINISTRATOR                                29\n2.7   RECORDS AND REPORTS                                                   30\n2.8   APPOINTMENT OF ADVISERS                                               30\n2.9   INFORMATION FROM EMPLOYER                                             31\n2.10  PAYMENT OF EXPENSES                                                   31\n2.11  MAJORITY ACTIONS                                                      31\n2.12  CLAIMS PROCEDURE                                                      31\n2.13  CLAIMS REVIEW PROCEDURE                                               31\n\n                                   ARTICLE III\n                                   ELIGIBILITY\n\n3.1   CONDITIONS OF ELIGIBILITY                                             32\n3.2   APPLICATION FOR PARTICIPATION                                         32\n3.3   EFFECTIVE DATE OF PARTICIPATION                                       33\n3.4   DETERMINATION OF ELIGIBILITY                                          33\n3.5   TERMINATION OF ELIGIBILITY                                            33\n3.6   OMISSION OF ELIGIBLE EMPLOYEE                                         33\n3.7   INCLUSION OF INELIGIBLE EMPLOYEE                                      34\n3.8   ELECTION NOT TO PARTICIPATE                                           34\n\n\n\n\n\n\n                                   ARTICLE IV\n                           CONTRIBUTION AND ALLOCATION\n\n4.1   FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION                       34\n4.2   PARTICIPANT'S SALARY REDUCTION ELECTION                               35\n4.3   TIME OF PAYMENT OF EMPLOYER'S CONTRIBUTION                            38\n4.4   ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS                  39\n4.5   ACTUAL DEFERRAL PERCENTAGE TESTS                                      44\n4.6   ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS                        46\n4.7   ACTUAL CONTRIBUTION PERCENTAGE TESTS                                  48\n4.8   ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS                    51\n4.9   MAXIMUM ANNUAL ADDITIONS                                              53\n4.10  ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS                             56\n4.11  TRANSFERS FROM QUALIFIED PLANS                                        57\n4.12  DIRECTED INVESTMENT ACCOUNT                                           58\n\n                                    ARTICLE V\n                                   VALUATIONS\n\n5.1   VALUATION OF THE TRUST FUND                                           59\n5.2   METHOD OF VALUATION                                                   59\n\n                                   ARTICLE VI\n                  DETERMINATION AND DISTRIBUTION OF BENEFITS\n\n6.1   DETERMINATION OF BENEFITS UPON RETIREMENT                             60\n6.2   DETERMINATION OF BENEFITS UPON DEATH                                  60\n6.3   DISABILITY RETIREMENT BENEFITS                                        61\n6.4   DETERMINATION OF BENEFITS UPON TERMINATION                            61\n6.5   DISTRIBUTION OF BENEFITS                                              65\n6.6   DISTRIBUTION OF BENEFITS UPON DEATH                                   69\n6.7   TIME OF SEGREGATION OR DISTRIBUTION                                   72\n6.8   DISTRIBUTION FOR MINOR BENEFICIARY                                    72\n6.9   LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN                        72\n6.10  PRE-RETIREMENT DISTRIBUTION                                           72\n6.11  ADVANCE DISTRIBUTION FOR HARDSHIP                                     73\n6.12  QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION                       74\n\n\n\n\n\n                                   ARTICLE VII\n                                     TRUSTEE\n\n7.1   BASIC RESPONSIBILITIES OF THE TRUSTEE                                 75\n7.2   INVESTMENT POWERS AND DUTIES OF THE TRUSTEE                           75\n7.3   OTHER POWERS OF THE TRUSTEE                                           76\n7.4   LOANS TO PARTICIPANTS                                                 79\n7.5   DUTIES OF THE TRUSTEE REGARDING PAYMENTS                              80\n7.6   TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES                         80\n7.7   ANNUAL REPORT OF THE TRUSTEE                                          81\n7.8   AUDIT                                                                 81\n7.9   RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE                        82\n7.10  TRANSFER OF INTEREST                                                  83\n7.11  DIRECT ROLLOVER                                                       83\n\n                                  ARTICLE VIII\n                       AMENDMENT, TERMINATION AND MERGERS\n\n8.1   AMENDMENT                                                             84\n8.2   TERMINATION                                                           85\n8.3   MERGER OR CONSOLIDATION                                               85\n\n                                   ARTICLE IX\n                                  MISCELLANEOUS\n\n9.1   PARTICIPANT'S RIGHTS                                                  86\n9.2   ALIENATION                                                            86\n9.3   CONSTRUCTION OF PLAN                                                  87\n9.4   GENDER AND NUMBER                                                     87\n9.5   LEGAL ACTION                                                          87\n9.6   PROHIBITION AGAINST DIVERSION OF FUNDS                                87\n9.7   BONDING                                                               88\n9.8   EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE                            88\n9.9   INSURER'S PROTECTIVE CLAUSE                                           88\n9.10  RECEIPT AND RELEASE FOR PAYMENTS                                      89\n9.11  ACTION BY THE EMPLOYER                                                89\n9.12  NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY                    89\n9.13  HEADINGS                                                              90\n9.14  APPROVAL BY INTERNAL REVENUE SERVICE                                  90\n9.15  UNIFORMITY                                                            90\n\n\n\n\n\n                                    ARTICLE X\n                             PARTICIPATING EMPLOYERS\n\n10.1  ADOPTION BY OTHER EMPLOYERS                                           90\n10.2  REQUIREMENTS OF PARTICIPATING EMPLOYERS                               91\n10.3  DESIGNATION OF AGENT                                                  91\n10.4  EMPLOYEE TRANSFERS                                                    91\n10.5  PARTICIPATING EMPLOYER'S CONTRIBUTION                                 92\n10.6  AMENDMENT                                                             92\n10.7  DISCONTINUANCE OF PARTICIPATION                                       92\n10.8  ADMINISTRATOR'S AUTHORITY                                             93\n\n\n\n\n\n             BIO-TECHNOLOGY GENERAL CORP. 401(K) PROFIT SHARING PLAN\n\n     THIS AGREEMENT, hereby made and entered into this 8th day of August, 1994,\nby and between Bio-Technology General Corp. (herein referred to as the\n\"Employer\") and Sim Fass and Matthew Pazaryna (herein referred to as the\n\"Trustee\").\n\n                              W I T N E S S E T H:\n\n     WHEREAS, the Employer desires to recognize the contribution made to its\nsuccessful operation by its employees and to reward such contribution by means\nof a 401(k) Profit Sharing Plan for those employees who shall qualify as\nParticipants hereunder;\n\n     NOW, THEREFORE, effective January 1, 1994 (hereinafter called the\n\"Effective Date\"), the Employer hereby establishes a 401(k) Profit Sharing Plan\nand creates this trust (which plan and trust are hereinafter called the \"Plan\")\nfor the exclusive benefit of the Participants and their Beneficiaries, and the\nTrustee hereby accepts the Plan on the following terms:\n\n                                    ARTICLE I\n\n                                   DEFINITIONS\n\n     1.1 \"Act\" means the Employee Retirement Income Security Act of 1974, as it\nmay be amended from time to time.\n\n     1.2 \"Administrator\" means the person or entity designated by the Employer\npursuant to Section 2.4 to administer the Plan on behalf of the Employer.\n\n     1.3 \"Affiliated Employer\" means any corporation which is a member of a\ncontrolled group of corporations (as defined in Code Section 414(b)) which\nincludes the Employer; any trade or business (whether or not incorporated) which\nis under common control (as defined in Code Section 414(c)) with the Employer;\nany organization (whether or not incorporated) which is a member of an\naffiliated service group (as defined in Code Section 414(m)) which includes the\nEmployer; and any other entity required to be aggregated with the Employer\npursuant to Regulations under Code Section 414(o).\n\n     1.4 \"Aggregate Account\" means, with respect to each Participant, the value\nof all accounts maintained on behalf of a Participant, whether attributable to\nEmployer or Employee contributions, subject to the provisions of Section 2.2.\n\n     1.5 \"Anniversary Date\" means December 31st.\n\n     1.6 \"Beneficiary\" means the person to whom the share of a deceased\nParticipant's total account is payable, subject to the restrictions of Sections\n6.2 and 6.6.\n\n                                      -1-\n\n\n\n\n     1.7 \"Code\" means the Internal Revenue Code of 1986, as amended or replaced\nfrom time to time.\n\n     1.8 \"Compensation\" with respect to any Participant means such Participant's\nwages as defined in Code Section 3401(a) and all other payments of compensation\nby the Employer (in the course of the Employer's trade or business) for a Plan\nYear for which the Employer is required to furnish the Participant a written\nstatement under Code Sections 6041(d), 6051(a)(3) and 6052. Compensation must be\ndetermined without regard to any rules under Code Section 3401(a) that limit the\nremuneration included in wages based on the nature or location of the employment\nor the services performed (such as the exception for agricultural labor in Code\nSection 3401(a)(2)).\n\n     For purposes of this Section, the determination of Compensation shall be\nmade by:\n\n          (a) including amounts which are contributed by the Employer pursuant\n     to a salary reduction agreement and which are not includible in the gross\n     income of the Participant under Code Sections 125, 402(e)(3), 402(h)(1)(B),\n     403(b) or 457, and Employee contributions described in Code Section\n     414(h)(2) that are treated as Employer contributions.\n\n     For a Participant's initial year of participation, Compensation shall be\nrecognized for the entire Plan Year.\n\n     Compensation in excess of $200,000 shall be disregarded. Such amount shall\nbe adjusted at the same time and in such manner as permitted under Code Section\n415(d), except that the dollar increase in effect on January 1 of any calendar\nyear shall be effective for the Plan Year beginning with or within such calendar\nyear and the first adjustment to the $200,000 limitation shall be effective on\nJanuary 1, 1990. For any short Plan Year the Compensation limit shall be an\namount equal to the Compensation limit for the calendar year in which the Plan\nYear begins multiplied by the ratio obtained by dividing the number of full\nmonths in the short Plan Year by twelve (12). In applying this limitation, the\nfamily group of a Highly Compensated Participant who is subject to the Family\nMember aggregation rules of Code Section 414(q)(6) because such Participant is\neither a \"five percent owner\" of the Employer or one of the ten (10) Highly\nCompensated Employees paid the greatest \"415 Compensation\" during the year,\nshall be treated as a single Participant, except that for this purpose Family\nMembers shall include only the affected Participant's spouse and any lineal\ndescendants who have not attained age nineteen (19) before the close of the\nyear. If, as a result of the application of such rules the adjusted $200,000\nlimitation is exceeded, then the limitation shall be prorated among the affected\nFamily Members in proportion to each such Family Member's Compensation prior to\nthe application of this limitation, or the limitation shall be adjusted in\naccordance with any other method permitted by Regulation.\n\n                                      -2-\n\n\n\n     In addition to other applicable limitations set forth in the Plan, and\nnotwithstanding any other provision of the Plan to the contrary, for Plan Years\nbeginning on or after January 1, 1994, the annual Compensation of each Employee\ntaken into account under the Plan shall not exceed the OBRA '93 annual\ncompensation limit. The OBRA '93 annual compensation limit is $150,000, as\nadjusted by the Commissioner for increases in the cost of living in accordance\nwith Code Section 401(a)(17)(B). The cost of living adjustment in effect for a\ncalendar year applies to any period, not exceeding 12 months, over which\nCompensation is determined (determination period) beginning in such calendar\nyear. If a determination period consists of fewer than 12 months, the OBRA '93\nannual compensation limit will be multiplied by a fraction, the numerator of\nwhich is the number of months in the determination period, and the denominator\nof which is 12.\n\n     For Plan Years beginning on or after January 1, 1994, any reference in this\nPlan to the limitation under Code Section 401(a)(17) shall mean the OBRA '93\nannual compensation limit set forth in this provision.\n\n     If Compensation for any prior determination period is taken into account in\ndetermining an Employee's benefits accruing in the current Plan Year, the\nCompensation for that prior determination period is subject to the OBRA '93\nannual compensation limit in effect for that prior determination period. For\nthis purpose, for determination periods beginning before the first day of the\nfirst Plan Year beginning on or after January 1, 1994, the OBRA '93 annual\ncompensation limit is $150,000.\n\n     If, as a result of such rules, the maximum \"annual addition\" limit of\nSection 4.9(a) would be exceeded for one or more of the affected Family Members,\nthe prorated Compensation of all affected Family Members shall be adjusted to\navoid or reduce any excess. The prorated Compensation of any affected Family\nMember whose allocation would exceed the limit shall be adjusted downward to the\nlevel needed to provide an allocation equal to such limit. The prorated\nCompensation of affected Family Members not affected by such limit shall then be\nadjusted upward on a pro rata basis not to exceed each such affected Family\nMember's Compensation as determined prior to application of the Family Member\nrule. The resulting allocation shall not exceed such individual's maximum\n\"annual addition\" limit. If, after these adjustments, an \"excess amount\" still\nresults, such \"excess amount\" shall be disposed of in the manner described in\nSection 4.10(a) pro rata among all affected Family Members.\n\n     For purposes of this Section, if the Plan is a plan described in Code\nSection 413(c) or 414(f) (a plan maintained by more than one Employer), the\n$200,000 limitation applies separately with respect to the Compensation of any\nParticipant from each Employer maintaining the Plan.\n\n     1.9 \"Contract\" or \"Policy\" means any life insurance policy, retirement\nincome or annuity policy, or annuity contract (group or individual) issued\npursuant to the terms of the Plan.\n\n                                      -3-\n\n\n\n\n     1.10 \"Deferred Compensation\" with respect to any Participant means the\namount of the Participant's total Compensation which has been contributed to the\nPlan in accordance with the Participant's deferral election pursuant to Section\n4.2 excluding any such amounts distributed as excess \"annual additions\" pursuant\nto Section 4.10(a).\n\n     1.11 \"Early Retirement Date\" means any Anniversary Date (prior to the\nNormal Retirement Date) coinciding with or following the date on which a\nParticipant or Former Participant attains age 55th and has completed at least\n10th Years of Service with the Employer (Early Retirement Age). A Participant\nshall become fully Vested upon satisfying this requirement if still employed at\nhis Early Retirement Age.\n\n     A Former Participant who terminates employment after satisfying the service\nrequirement for Early Retirement and who thereafter reaches the age requirement\ncontained herein shall be entitled to receive his benefits under this Plan.\n\n     1.12 \"Elective Contribution\" means the Employer's contributions to the Plan\nof Deferred Compensation excluding any such amounts distributed as excess\n\"annual additions\" pursuant to Section 4.10(a). In addition, any Employer\nQualified Non-Elective Contribution made pursuant to Section 4.1(c) and Section\n4.6 shall be considered an Elective Contribution for purposes of the Plan. Any\nsuch contributions deemed to be Elective Contributions shall be subject to the\nrequirements of Sections 4.2(b) and 4.2(c) and shall further be required to\nsatisfy the discrimination requirements of Regulation 1.401(k)-l(b)(5), the\nprovisions of which are specifically incorporated herein by reference.\n\n     1.13 \"Eligible Employee\" means any Employee.\n\n     Employees whose employment is governed by the terms of a collective\nbargaining agreement between Employee representatives (within the meaning of\nCode Section 7701(a)(46)) and the Employer under which retirement benefits were\nthe subject of good faith bargaining between the parties will not be eligible to\nparticipate in this Plan unless such agreement expressly provides for coverage\nin this Plan or two percent or more of the Employees of the Employer who are\ncovered pursuant to that agreement are professionals as defined in Regulation\n1.410(b)-9.\n\n     Employees of Affiliated Employers shall not be eligible to participate in\nthis Plan unless such Affiliated Employers have specifically adopted this Plan\nin writing.\n\n     1.14 \"Employee\" means any person who is employed by the Employer or\nAffiliated Employer, but excludes any person who is an independent contractor.\nEmployee shall include Leased Employees within the meaning of Code Sections\n414(n)(2) and 414(o)(2) unless such Leased Employees are covered by a plan\ndescribed in Code Section 414(n)(5) and such Leased Employees do not constitute\nmore than 20% of the recipient's non-highly compensated work force.\n\n                                      -4-\n\n\n\n\n     1.15 \"Employer\" means Bio-Technology General Corp. and any Participating\nEmployer (as defined in Section 10.1) which shall adopt this Plan; any successor\nwhich shall maintain this Plan; and any predecessor which has maintained this\nPlan. The Employer is a corporation, with principal offices in the State of New\nJersey.\n\n     1.16 \"Excess Aggregate Contributions\" means, with respect to any Plan Year,\nthe excess of the aggregate amount of the Employer matching contributions made\npursuant to Section 4.1(b) and any qualified non-elective contributions or\nelective deferrals taken into account pursuant to Section 4.7(c) on behalf of\nHighly Compensated Participants for such Plan Year, over the maximum amount of\nsuch contributions permitted under the limitations of Section 4.7(a).\n\n     1.17 \"Excess Contributions\" means, with respect to a Plan Year, the excess\nof Elective Contributions made on behalf of Highly Compensated Participants for\nthe Plan Year over the maximum amount of such contributions permitted under\nSection 4.5(a). Excess Contributions shall be treated as an \"annual addition\"\npursuant to Section 4.9(b).\n\n     1.18 \"Excess Deferred Compensation\" means, with respect to any taxable year\nof a Participant, the excess of the aggregate amount of such Participant's\nDeferred Compensation and the elective deferrals pursuant to Section 4.2(f)\nactually made on behalf of such Participant for such taxable year, over the\ndollar limitation provided for in Code Section 402(g), which is incorporated\nherein by reference. Excess Deferred Compensation shall be treated as an \"annual\naddition\" pursuant to Section 4.9(b) when contributed to the Plan unless\ndistributed to the affected Participant not later than the first April 15th\nfollowing the close of the Participant's taxable year. Additionally, for\npurposes of Sections 2.2 and 4.4(h), Excess Deferred Compensation shall continue\nto be treated as Employer contributions even if distributed pursuant to Section\n4.2(f). However, Excess Deferred Compensation of Non-Highly Compensated\nParticipants is not taken into account for purposes of Section 4.5(a) to the\nextent such Excess Deferred Compensation occurs pursuant to Section 4.2(d).\n\n     1.19 \"Family Member\" means, with respect to an affected Participant, such\nParticipant's spouse and such Participant's lineal descendants and ascendants\nand their spouses, all as described in Code Section 414(q)(6)(B).\n\n     1.20 \"Fiduciary\" means any person who (a) exercises any discretionary\nauthority or discretionary control respecting management of the Plan or\nexercises any authority or control respecting management or disposition of its\nassets, (b) renders investment advice for a fee or other compensation, direct or\nindirect, with respect to any monies or other property of the Plan or has any\nauthority or responsibility to do so, or (c) has any discretionary authority or\ndiscretionary responsibility in the administration of the Plan, including, but\nnot limited to, the Trustee, the Employer and its representative body, and the\nAdministrator.\n\n     1.21 \"Fiscal Year\" means the Employer's accounting year of 12 months\ncommencing on January 1st of each year and ending the following December 31st.\n\n                                      -5-\n\n\n\n\n\n     1.22 \"Forfeiture\" means that portion of a Participant's Account that is not\nVested, and occurs on the earlier of:\n\n          (a) the distribution of the entire Vested portion of a Terminated\n     Participant's Account, or\n\n          (b) the last day of the Plan Year in which the Participant incurs five\n     (5) consecutive 1-Year Breaks in Service.\n\n     Furthermore, for purposes of paragraph (a) above, in the case of a\nTerminated Participant whose Vested benefit is zero, such Terminated Participant\nshall be deemed to have received a distribution of his Vested benefit upon his\ntermination of employment. Restoration of such amounts shall occur pursuant to\nSection 6.4(e)(2). In addition, the term Forfeiture shall also include amounts\ndeemed to be Forfeitures pursuant to any other provision of this Plan.\n\n     1.23 \"Former Participant\" means a person who has been a Participant, but\nwho has ceased to be a Participant for any reason.\n\n     1.24 \"415 Compensation\" with respect to any Participant means such\nParticipant's wages as defined in Code Section 3401(a) and all other payments of\ncompensation by the Employer (in the course of the Employer's trade or business)\nfor a Plan Year for which the Employer is required to furnish the Participant a\nwritten statement under Code Sections 6041(d), 6051(a)(3) and 6052. \"415\nCompensation\" must be determined without regard to any rules under Code Section\n3401(a) that limit the remuneration included in wages based on the nature or\nlocation of the employment or the services performed (such as the exception for\nagricultural labor in Code Section 3401(a)(2)).\n\n     1.25 \"414(s) Compensation\" with respect to any Participant means such\nParticipant's \"415 Compensation\" paid during a Plan Year. The amount of \"414(s)\nCompensation\" with respect to any Participant shall include \"414(s)\nCompensation\" for the entire twelve (12) month period ending on the last day of\nsuch Plan Year.\n\n     For purposes of this Section, the determination of \"414(s) Compensation\"\nshall be made by including amounts which are contributed by the Employer\npursuant to a salary reduction agreement and which are not includible in the\ngross income of the Participant under Code Sections 125, 402(e)(3),\n402(h)(1)(B), 403(b) or 457, and Employee contributions described in Code\nSection 414(h)(2) that are treated as Employer contributions.\n\n     \"414(s) Compensation\" in excess of $200,000 shall be disregarded. Such\namount shall be adjusted at the same time and in such manner as permitted under\nCode Section 415(d), except that the dollar increase in effect on January 1 of\nany calendar year shall be effective for the Plan Year beginning with or within\nsuch calendar year and the first adjustment to the $200,000 limitation shall be\neffective on January 1, 1990. For any short Plan Year the \"414(s) Compensation\"\nlimit shall be an amount equal to the \"414(s) Compensation\" limit for the\n\n                                      -6-\n\n\n\n\n\ncalendar year in which the Plan Year begins multiplied by the ratio obtained by\ndividing the number of full months in the short Plan Year by twelve (12). In\napplying this limitation, the family group of a Highly Compensated Participant\nwho is subject to the Family Member aggregation rules of Code Section 414(q)(6)\nbecause such Participant is either a \"five percent owner\" of the Employer or one\nof the ten (10) Highly Compensated Employees paid the greatest \"415\nCompensation\" during the year, shall be treated as a single Participant, except\nthat for this purpose Family Members shall include only the affected\nParticipant's spouse and any lineal descendants who have not attained age\nnineteen (19) before the close of the year.\n\n     In addition to other applicable limitations set forth in the Plan, and\nnotwithstanding any other provision of the Plan to the contrary, for Plan Years\nbeginning on or after January 1, 1994, the annual Compensation of each Employee\ntaken into account under the Plan shall not exceed the OBRA '93 annual\ncompensation limit. The OBRA '93 annual compensation limit is $150,000, as\nadjusted by the Commissioner for increases in the cost of living in accordance\nwith Code Section 401(a)(17)(B). The cost of living adjustment in effect for a\ncalendar year applies to any period, not exceeding 12 months, over which\nCompensation is determined (determination period) beginning in such calendar\nyear. If a determination period consists of fewer than 12 months, the OBRA '93\nannual compensation limit will be multiplied by a fraction, the numerator of\nwhich is the number of months in the determination period, and the denominator\nof which is 12.\n\n     For Plan Years beginning on or after January 1, 1994, any reference in this\nPlan to the limitation under Code Section 401(a)(17) shall mean the OBRA '93\nannual compensation limit set forth in this provision.\n\n     If Compensation for any prior determination period is taken into account in\ndetermining an Employee's benefits accruing in the current Plan Year, the\nCompensation for that prior determination period is subject to the OBRA '93\nannual compensation limit in effect for that prior determination period. For\nthis purpose, for determination periods beginning before the first day of the\nfirst Plan Year beginning on or after January 1, 1994, the OBRA '93 annual\ncompensation limit is $150,000.\n\n     1.26 \"Highly Compensated Employee\" means an Employee described in Code\nSection 414(q) and the Regulations thereunder, and generally means an Employee\nwho performed services for the Employer during the \"determination year\" and is\nin one or more of the following groups:\n\n          (a) Employees who at any time during the \"determination year\" or\n     \"look-back year\" were \"five percent owners\" as defined in Section 1.32(c).\n\n          (b) Employees who received \"415 Compensation\" during the \"look-back\n     year\" from the Employer in excess of $75,000.\n\n                                      -7-\n\n\n\n\n          (c) Employees who received \"415 Compensation\" during the \"look-back\n     year\" from the Employer in excess of $50,000 and were in the Top Paid Group\n     of Employees for the Plan Year.\n\n          (d) Employees who during the \"look-back year\" were officers of the\n     Employer (as that term is defined within the meaning of the Regulations\n     under Code Section 416) and received \"415 Compensation\" during the\n     \"look-back year\" from the Employer greater than 50 percent of the limit in\n     effect under Code Section 415(b)(1)(A) for any such Plan Year. The number\n     of officers shall be limited to the lesser of (i) 50 employees; or (ii) the\n     greater of 3 employees or 10 percent of all employees. For the purpose of\n     determining the number of officers, Employees described in Section 1.56(a),\n     (b), (c) and (d) shall be excluded, but such Employees shall still be\n     considered for the purpose of identifying the particular Employees who are\n     officers. If the Employer does not have at least one officer whose annual\n     \"415 Compensation\" is in excess of 50 percent of the Code Section\n     415(b)(1)(A) limit, then the highest paid officer of the Employer will be\n     treated as a Highly Compensated Employee.\n\n          (e) Employees who are in the group consisting of the 100 Employees\n     paid the greatest \"415 Compensation\" during the \"determination year\" and\n     are also described in (b), (c) or (d) above when these paragraphs are\n     modified to substitute \"determination year\" for \"look-back year.\"\n\n     The \"look-back year\" shall be the calendar year ending with or within the\nPlan Year for which testing is being performed, and the \"determination year\" (if\napplicable) shall be the period of time, if any, which extends beyond the\n\"look-back year\" and ends on the last day of the Plan Year for which testing is\nbeing performed (the \"lag period\"). If the \"lag period\" is less than twelve\nmonths long, the dollar threshold amounts specified in (b), (c) and (d) above\nshall be prorated based upon the number of months in the \"lag period.\"\n\n     For purposes of this Section, the determination of \"415 Compensation\" shall\nbe made by including amounts which are contributed by the Employer pursuant to a\nsalary reduction agreement and which are not includible in the gross income of\nthe Participant under Code Sections 125, 402(e)(3), 402(h)(1)(B), 403(b) or 457,\nand Employee contributions described in Code Section 414(h)(2) that are treated\nas Employer contributions. Additionally, the dollar threshold amounts specified\nin (b) and (c) above shall be adjusted at such time and in such manner as is\nprovided in Regulations. In the case of such an adjustment, the dollar limits\nwhich shall be applied are those for the calendar year in which the\n\"determination year\" or \"look-back year\" begins.\n\n     In determining who is a Highly Compensated Employee, Employees who are\nnon-resident aliens and who received no earned income (within the meaning of\nCode Section 911(d)(2)) from the Employer constituting United States source\nincome within the meaning of Code Section 861(a)(3) shall not be treated as\nEmployees. Additionally, all Affiliated Employers\n\n                                      -8-\n\n\n\n\n\nshall be taken into account as a single employer and Leased Employees within the\nmeaning of Code Sections 414(n)(2) and 414(o)(2) shall be considered Employees\nunless such Leased Employees are covered by a plan described in Code Section\n414(n)(5) and are not covered in any qualified plan maintained by the Employer.\nThe exclusion of Leased Employees for this purpose shall be applied on a uniform\nand consistent basis for all of the Employer's retirement plans. Highly\nCompensated Former Employees shall be treated as Highly Compensated Employees\nwithout regard to whether they performed services during the \"determination\nyear.\"\n\n     1.27 \"Highly Compensated Former Employee\" means a former Employee who had a\nseparation year prior to the \"determination year\" and was a Highly Compensated\nEmployee in the year of separation from service or in any \"determination year\"\nafter attaining age 55. Notwithstanding the foregoing, an Employee who separated\nfrom service prior to 1987 will be treated as a Highly Compensated Former\nEmployee only if during the separation year (or year preceding the separation\nyear) or any year after the Employee attains age 55 (or the last year ending\nbefore the Employee's 55th birthday), the Employee either received \"415\nCompensation\" in excess of $50,000 or was a \"five percent owner.\" For purposes\nof this Section, \"determination year,\" \"415 Compensation\" and \"five percent\nowner\" shall be determined in accordance with Section 1.26. Highly Compensated\nFormer Employees shall be treated as Highly Compensated Employees. The method\nset forth in this Section for determining who is a \"Highly Compensated Former\nEmployee\" shall be applied on a uniform and consistent basis for all purposes\nfor which the Code Section 414(q) definition is applicable.\n\n     1.28 \"Highly Compensated Participant\" means any Highly Compensated Employee\nwho is eligible to participate in the Plan.\n\n     1.29 \"Hour of Service\" means (1) each hour for which an Employee is\ndirectly or indirectly compensated or entitled to compensation by the Employer\nfor the performance of duties during the applicable computation period; (2) each\nhour for which an Employee is directly or indirectly compensated or entitled to\ncompensation by the Employer (irrespective of whether the employment\nrelationship has terminated) for reasons other than performance of duties (such\nas vacation, holidays, sickness, jury duty, disability, lay-off, military duty\nor leave of absence) during the applicable computation period; (3) each hour for\nwhich back pay is awarded or agreed to by the Employer without regard to\nmitigation of damages. These hours will be credited to the Employee for the\ncomputation period or periods to which the award or agreement pertains rather\nthan the computation period in which the award, agreement or payment is made.\nThe same Hours of Service shall not be credited both under (1) or (2), as the\ncase may be, and under (3).\n\n     Notwithstanding the above, (i) no more than 501 Hours of Service are\nrequired to be credited to an Employee on account of any single continuous\nperiod during which the Employee performs no duties (whether or not such period\noccurs in a single computation period); (ii) an hour for which an Employee is\ndirectly or indirectly paid, or entitled to payment, on account of a period\nduring which no duties are performed is not required to be credited to the\nEmployee if such payment is made or due under a plan maintained solely for the\npurpose of complying with applicable worker's compensation, or unemployment\ncompensation or\n\n\n\n                                      -9-\n\n\n\n\ndisability insurance laws; and (iii) Hours of Service are not required to be\ncredited for a payment which solely reimburses an Employee for medical or\nmedically related expenses incurred by the Employee.\n\n     For purposes of this Section, a payment shall be deemed to be made by or\ndue from the Employer regardless of whether such payment is made by or due from\nthe Employer directly, or indirectly through, among others, a trust fund, or\ninsurer, to which the Employer contributes or pays premiums and regardless of\nwhether contributions made or due to the trust fund, insurer, or other entity\nare for the benefit of particular Employees or are on behalf of a group of\nEmployees in the aggregate.\n\n     An Hour of Service must be counted for the purpose of determining a Year of\nService, a year of participation for purposes of accrued benefits, a 1-Year\nBreak in Service, and employment commencement date (or reemployment commencement\ndate). In addition, Hours of Service will be credited for employment with other\nAffiliated Employers. The provisions of Department of Labor regulations\n2530.200b-2(b) and (c) are incorporated herein by reference.\n\n     1.30 \"Income\" means the income or losses allocable to Excess Deferred\nCompensation which amount shall be allocated in the same manner as income or\nlosses are allocated pursuant to Section 4.4(f)\n\n     1.31 \"Investment Manager\" means an entity that (a) has the power to manage,\nacquire, or dispose of Plan assets and (b) acknowledges fiduciary responsibility\nto the Plan in writing. Such entity must be a person, firm, or corporation\nregistered as an investment adviser under the Investment Advisers Act of 1940, a\nbank, or an insurance company.\n\n     1.32 \"Key Employee\" means an Employee as defined in Code Section 416(i) and\nthe Regulations thereunder. Generally, any Employee or former Employee (as well\nas each of his Beneficiaries) is considered a Key Employee if he, at any time\nduring the Plan Year that contains the [\"Determination Date\" or any of the\npreceding four (4) Plan Years, has been included in one of the following\ncategories:\n\n          (a) an officer of the Employer (as that term is defined within the\n     meaning of the Regulations under Code Section 416) having annual \"415\n     Compensation\" greater than 50 percent of the amount in effect under Code\n     Section 415(b)(1)(A) for any such Plan Year.\n\n          (b) one of the ten employees having annual \"415 Compensation\" from the\n     Employer for a Plan Year greater than the dollar limitation in effect under\n     Code Section 415(c)(1)(A) for the calendar year in which such Plan Year\n     ends and owning (or considered as owning within the meaning of Code Section\n     318) both more than one-half percent interest and the largest interests in\n     the Employer.\n\n                                      -10-\n\n\n\n\n\n          (c) a \"five percent owner\" of the Employer. \"Five percent owner\" means\n     any person who owns (or is considered as owning within the meaning of Code\n     Section 318) more than five percent (5%) of the outstanding stock of the\n     Employer or stock possessing more than five percent (5%) of the total\n     combined voting power of all stock of the Employer or, in the case of an\n     unincorporated business, any person who owns more than five percent (5%) of\n     the capital or profits interest in the Employer. In determining percentage\n     ownership hereunder, employers that would otherwise be aggregated under\n     Code Sections 414(b), (c), (m) and (o) shall be treated as separate\n     employers.\n\n          (d) a \"one percent owner\" of the Employer having an annual \"415\n     Compensation\" from the Employer of more than $150,000. \"One percent owner\"\n     means any person who owns (or is considered as owning within the meaning of\n     Code Section 318) more than one percent (1%) of the outstanding stock of\n     the Employer or stock possessing more than one percent (1%) of the total\n     combined voting power of all stock of the Employer or, in the case of an\n     unincorporated business, any person who owns more than one percent (1%) of\n     the capital or profits interest in the Employer. In determining percentage\n     ownership hereunder, employers that would otherwise be aggregated under\n     Code Sections 414(b), (c), (m) and (o) shall be treated as separate\n     employers. However, in determining whether an individual has \"415\n     Compensation\" of more than $150,000, \"415 Compensation\" from each employer\n     required to be aggregated under Code Sections 414(b), (c), (m) and (o)\n     shall be taken into account.\n\n     For purposes of this Section, the determination of \"415 Compensation\" shall\nbe made by including amounts which are contributed by the Employer pursuant to a\nsalary reduction agreement and which are not includible in the gross income of\nthe Participant under Code Sections 125, 402(e)(3), 402(h)(1)(B), 403(b) or 457,\nand Employee contributions described in Code Section 414(h)(2) that are treated\nas Employer contributions.\n\n     1.33 \"Late Retirement Date\" means the Anniversary Date coinciding with or\nnext following a Participant's actual Retirement Date after having reached his\nNormal Retirement Date.\n\n     1.34 \"Leased Employee\" means any person (other than an Employee of the\nrecipient) who pursuant to an agreement between the recipient and any other\nperson (\"leasing organization\") has performed services for the recipient (or for\nthe recipient and related persons determined in accordance with Code Section\n414(n)(6)) on a substantially full time basis for a period of at least one year,\nand such services are of a type historically performed by employees in the\nbusiness field of the recipient employer. Contributions or benefits provided a\nLeased Employee by the leasing organization which are attributable to services\nperformed for the recipient employer shall be treated as provided by the\nrecipient employer. A Leased Employee shall not be considered an Employee of the\nrecipient:\n\n                                      -11-\n\n\n\n\n\n          (a) if such employee is covered by a money purchase pension plan\n     providing:\n\n               (1) a non-integrated employer contribution rate of at least 10%\n          of compensation, as defined in Code Section 415(c)(3), but including\n          amounts which are contributed by the Employer pursuant to a salary\n          reduction agreement and which are not includible in the gross income\n          of the Participant under Code Sections 125, 402(e)(3), 402(h)(1)(B),\n          403(b) or 457, and Employee contributions described in Code Section\n          414(h)(2) that are treated as Employer contributions.\n\n               (2) immediate participation; and\n\n               (3) full and immediate vesting; and\n\n          (b) if Leased Employees do not constitute more than 20% of the\n     recipient's non-highly compensated work force.\n\n     1.35 \"Non-Elective Contribution\" means the Employer's contributions to the\nPlan excluding, however, contributions made pursuant to the Participant's\ndeferral election provided for in Section 4.2 and any Qualified Non-Elective\nContribution.\n\n     1.36 \"Non-Highly Compensated Participant\" means any Participant who is\nneither a Highly Compensated Employee nor a Family Member.\n\n     1.37 \"Non-Key Employee\" means any Employee or former Employee (and his\nBeneficiaries) who is not a Key Employee.\n\n     1.38 \"Normal Retirement Age\" means the Participant's 65th birthday. A\nParticipant shall become fully Vested in his Participant's Account upon\nattaining his Normal Retirement Age.\n\n     1.39 \"Normal Retirement Date\" means the Anniversary Date coinciding with or\nnext following the Participant's Normal Retirement Age.\n\n     1.40 \"1-Year Break in Service\" means the applicable computation period\nduring which an Employee has not completed more than 500 Hours of Service with\nthe Employer. Further, solely for the purpose of determining whether a\nParticipant has incurred a 1 Year Break in Service, Hours of Service shall be\nrecognized for \"authorized leaves of absence\" and \"maternity and paternity\nleaves of absence.\" Years of Service and 1-Year Breaks in Service shall be\nmeasured on the same computation period.\n\n                                      -12-\n\n\n\n\n\n     \"Authorized leave of absence\" means an unpaid, temporary cessation from\nactive employment with the Employer pursuant to an established nondiscriminatory\npolicy, whether occasioned by illness, military service, or any other reason.\n\n     A \"maternity or paternity leave of absence\" means, for Plan Years beginning\nafter December 31, 1984, an absence from work for any period by reason of the\nEmployee's pregnancy, birth of the Employee's child, placement of a child with\nthe Employee in connection with the adoption of such child, or any absence for\nthe purpose of caring for such child for a period immediately following such\nbirth or placement. For this purpose, Hours of Service shall be credited for the\ncomputation period in which the absence from work begins, only if credit\ntherefore is necessary to prevent the Employee from incurring a 1-Year Break in\nService, or, in any other case, in the immediately following computation period.\nThe Hours of Service credited for a \"maternity or paternity leave of absence\"\nshall be those which would normally have been credited but for such absence, or,\nin any case in which the Administrator is unable to determine such hours\nnormally credited, eight (8) Hours of Service per day. The total Hours of\nService required to be credited for a \"maternity or paternity leave of absence\"\nshall not exceed 501.\n\n     1.41 \"Participant\" means any Eligible Employee who participates in the Plan\nas provided in Sections 3.2 and 3.3, and has not for any reason become\nineligible to participate further in the Plan.\n\n     1.42 \"Participant's Account\" means the account established and maintained\nby the Administrator for each Participant with respect to his total interest in\nthe Plan and Trust resulting from the Employer's Non-Elective Contributions.\n\n     A separate accounting shall be maintained with respect to that portion of\nthe Participant's Account attributable to Employer matching contributions made\npursuant to Section 4.1(b) and Employer discretionary contributions made\npursuant to Section 4.1(d)\n\n     1.43 \"Participant's Combined Account\" means the total aggregate amount of\neach Participant's Elective Account and Participant's Account.\n\n     1.44 \"Participant's Elective Account\" means the account established and\nmaintained by the Administrator for each Participant with respect to his total\ninterest in the Plan and Trust resulting from the Employer's Elective\nContributions. A separate accounting shall be maintained with respect to that\nportion of the Participant's Elective Account attributable to Elective\nContributions pursuant to Section 4.2 and any Employer Qualified Non-Elective\nContributions.\n\n     1.45 \"Plan\" means this instrument, including all amendments thereto.\n\n     1.46 \"Plan Year\" means the Plans accounting year of twelve (12) months\ncommencing on January 1st of each year and ending the following December 31st.\n\n                                      -13-\n\n\n\n\n\n     1.47 \"Pre-Retirement Survivor Annuity\" is an immediate annuity for the life\nof the Participant's spouse the payments under which must be equal to the amount\nof benefit which can be purchased with the accounts of a Participant used to\nprovide the death benefit under the Plan.\n\n     1.48 \"Qualified Non-Elective Contribution\" means the Employer's\ncontributions to the Plan that are made pursuant to Section 4.1(c) and Section\n4.6. Such contributions shall be considered an Elective Contribution for the\npurposes of the Plan and used to satisfy the \"Actual Deferral Percentage\" tests.\n\n     In addition, the Employer's contributions to the Plan that are made\npursuant to Section 4.8(h) which are used to satisfy the \"Actual Contribution\nPercentage\" tests shall be considered Qualified Non-Elective Contributions and\nbe subject to the provisions of Sections 4.2(b) and 4.2(c).\n\n     1.49 \"Regulation\" means the Income Tax Regulations as promulgated by the\nSecretary of the Treasury or his delegate, and as amended from time to time.\n\n     1.50 \"Retired Participant\" means a person who has been a Participant, but\nwho has become entitled to retirement benefits under the Plan.\n\n     1.51 \"Retirement Date\" means the date as of which a Participant retires\nwhether such retirement occurs on a Participant's Normal Retirement Date, Early\nor Late Retirement Date (see Section 6.1).\n\n     1.52 \"Super Top Heavy Plan\" means a plan described in Section 2.2(b).\n\n     1.53 \"Terminated Participant\" means a person who has been a Participant,\nbut whose employment has been terminated other than by death or retirement.\n\n     1.54 \"Top Heavy Plan\" means a plan described in Section 2.2(a)\n\n     1.55 \"Top Heavy Plan Year\" means a Plan Year during which the Plan is a Top\nHeavy Plan.\n\n     1.56 \"Top Paid Group\" means the top 20 percent of Employees who performed\nservices for the Employer during the applicable year, ranked according to the\namount of \"415 Compensation\" (determined for this purpose in accordance with\nSection 1.26) received from the Employer during such year. All Affiliated\nEmployers shall be taken into account as a single employer, and Leased Employees\nwithin the meaning of Code Sections 414(n)(2) and 414(o)(2) shall be considered\nEmployees unless such Leased Employees are covered by a plan described in Code\nSection 414(n)(5) and are not covered in any qualified plan maintained by the\nEmployer. Employees who are nonresident aliens and who received no earned income\n(within the meaning of Code Section 911(d)(2)) from the Employer constituting\nUnited States source income within\n\n\n                                      -14-\n\n\n\n\n\nthe meaning of Code Section 861(a)(3) shall not be treated as Employees.\nAdditionally, for the purpose of determining the number of active Employees in\nany year, the following additional Employees shall also be excluded; however,\nsuch Employees shall still be considered for the purpose of identifying the\nparticular Employees in the Top Paid Group:\n\n          (a) Employees with less than six (6) months of service;\n\n          (b) Employees who normally work less than 17 1\/2 hours per week;\n\n          (c) Employees who normally work less than six (6) months during a\n     year; and\n\n          (d) Employees who have not yet attained age 21.\n\n     In addition, if 90 percent or more of the Employees of the Employer are\ncovered under agreements the Secretary of Labor finds to be collective\nbargaining agreements between Employee representatives and the Employer, and the\nPlan covers only Employees who are not covered under such agreements, then\nEmployees covered by such agreements shall be excluded from both the total\nnumber of active Employees as well as from the identification of particular\nEmployees in the Top Paid Group.\n\n     The foregoing exclusions set forth in this Section shall be applied on a\nuniform and consistent basis for all purposes for which the Code Section 414(q)\ndefinition is applicable.\n\n     1.57 \"Trustee\" means the person or entity named as trustee herein or in any\nseparate trust forming a part of this Plan, and any successors.\n\n     1.58 \"Trust Fund\" means the assets of the Plan and Trust as the same shall\nexist from time to time.\n\n     1.59 \"Vested\" means the nonforfeitable portion of any account maintained on\nbehalf of a Participant.\n\n     1.60 \"Year of Service\" means the computation period of twelve (12)\nconsecutive months, herein set forth, during which an Employee has at least 1000\nHours of Service.\n\n     For purposes of eligibility for participation, the initial computation\nperiod shall begin with the date on which the Employee first performs an Hour of\nService. The participation computation period beginning after a 1-Year Break in\nService shall be measured from the date on which an Employee again performs an\nHour of Service. The participation computation period shall shift to the Plan\nYear which includes the anniversary of the date on which the Employee first\nperformed an Hour of Service. An Employee who is credited with the required\nHours of Service in both the initial computation period (or the computation\nperiod beginning after a 1-Year Break in Service) and the Plan Year which\nincludes the anniversary of the date on which\n\n\n                                      -15-\n\n\n\nthe Employee first performed an Hour of Service, shall be credited with two (2)\nYears of Service for purposes of eligibility to participate.\n\n     For vesting purposes, the computation period shall be the Plan Year,\nincluding periods prior to the Effective Date of the Plan.\n\n     For all other purposes, the computation period shall be the Plan Year.\n\n     Notwithstanding the foregoing, for any short Plan Year, the determination\nof whether an Employee has completed a Year of Service shall be made in\naccordance with Department of Labor regulation 2530.203-2(c).\n\n     Years of Service with any Affiliated Employer shall be recognized.\n\n                                   ARTICLE II\n                          TOP HEAVY AND ADMINISTRATION\n\n2.1 TOP HEAVY PLAN REQUIREMENTS\n\n      For any Top Heavy Plan Year, the Plan shall provide the special vesting\nrequirements of Code Section 416(b) pursuant to Section 6.4 of the Plan and the\nspecial minimum allocation requirements of Code Section 416(c) pursuant to\nSection 4.4 of the Plan.\n\n2.2 DETERMINATION OF TOP HEAVY STATUS\n\n          (a) This Plan shall be a Top Heavy Plan for any Plan Year in which, as\n     of the Determination Date, (1) the Present Value of Accrued Benefits of Key\n     Employees and (2) the sum of the Aggregate Accounts of Key Employees under\n     this Plan and all plans of an Aggregation Group, exceeds sixty percent\n     (60%) of the Present Value of Accrued Benefits and the Aggregate Accounts\n     of all Key and Non-Key Employees under this Plan and all plans of an\n     Aggregation Group.\n\n     If any Participant is a Non-Key Employee for any Plan Year, but such\nParticipant was a Key Employee for any prior Plan Year, such Participant's\nPresent Value of Accrued Benefit and\/or Aggregate Account balance shall not be\ntaken into account for purposes of determining whether this Plan is a Top Heavy\nor Super Top Heavy Plan (or whether any Aggregation Group which includes this\nPlan is a Top Heavy Group). In addition, if a Participant or Former Participant\nhas not performed any services for any Employer maintaining the Plan at any time\nduring the five year period ending on the Determination Date, any accrued\nbenefit for such Participant or Former Participant shall not be taken into\naccount for the purposes of determining whether this Plan is a Top Heavy or\nSuper Top Heavy Plan.\n\n          (b) This Plan shall be a Super Top Heavy Plan for any Plan Year in\n     which, as of the Determination Date, (1) the Present Value of Accrued\n     Benefits\n\n                                      -16-\n\n\n\n\n     of  Key Employees and (2) the sum of the Aggregate Accounts of Key\n     Employees under this Plan and all plans of an Aggregation Group,\n     exceeds ninety percent (90%) of the Present Value of Accrued Benefits\n     and the Aggregate Accounts of all Key and Non-Key Employees under this\n     Plan and all plans of an Aggregation Group.\n\n          (c) Aggregate Account: A Participant's Aggregate Account as of the\n     Determination Date is the sum of:\n\n               (1) his Participant's Combined Account balance as of the most\n               recent valuation occurring within a twelve (12) month period\n               ending on the Determination Date;\n\n               (2) an adjustment for any contributions due as of the\n               Determination Date. Such adjustment shall be the amount of any\n               contributions actually made after the valuation date but due on\n               or before the Determination Date, except for the first Plan Year\n               when such adjustment shall also reflect the amount of any\n               contributions made after the Determination Date that are\n               allocated as of a date in that first Plan Year.\n\n               (3) any Plan distributions made within the Plan Year that\n               includes the Determination Date or within the four (4) preceding\n               Plan Years. However, in the case of distributions made after the\n               valuation date and prior to the Determination Date, such\n               distributions are not included as distributions for top heavy\n               purposes to the extent that such distributions are already\n               included in the Participant's Aggregate Account balance as of the\n               valuation date. Notwithstanding anything herein to the contrary,\n               all distributions, including distributions made prior to January\n               1, 1984, and distributions under a terminated plan which if it\n               had not been terminated would have been required to be included\n               in an Aggregation Group, will be counted. Further, distributions\n               from the Plan (including the cash value of life insurance\n               policies) of a Participant's account balance because of death\n               shall be treated as a distribution for the purposes of this\n               paragraph.\n\n               (4) any Employee contributions, whether voluntary or mandatory.\n               However, amounts attributable to tax deductible qualified\n               voluntary employee contributions shall not be considered to be a\n               part of the Participant's Aggregate Account balance.\n\n               (5) with respect to unrelated rollovers and planto-plan transfers\n               (ones which are both initiated by the Employee and made from a\n               plan maintained by one employer to a plan maintained by another\n               employer), if this Plan provides the rollovers or plan-to-plan\n               transfers, it shall always consider such rollovers or\n               plan-to-plan transfers as a distribution for the\n\n\n                                      -17-\n\n\n\n               purposes of this Section. If this Plan is the plan accepting such\n               rollovers or plan-to-plan transfers, it shall not consider such\n               rollovers or plan-to-plan transfers as part of the Participant's\n               Aggregate Account balance.\n\n               (6) with respect to related rollovers and plan-to-plan transfers\n               (ones either not initiated by the Employee or made to a plan\n               maintained by the same employer), if this Plan provides the\n               rollover or plan-to-plan transfer, it shall not be counted as a\n               distribution for purposes of this Section. If this Plan is the\n               plan accepting such rollover or plan-to-plan transfer, it shall\n               consider such rollover or plan-to-plan transfer as part of the\n               Participant's Aggregate Account balance, irrespective of the date\n               on which such rollover or plan-to-plan transfer is accepted.\n\n               (7) For the purposes of determining whether two employers are to\n               be treated as the same employer in (5) and (6) above, all\n               employers aggregated under Code Section 414tb), (c), (m) and (o)\n               are treated as the same employer.\n\n          (d) \"Aggregation Group\" means either a Required Aggregation Group or a\n     Permissive Aggregation Group as hereinafter determined.\n\n               (1) Required Aggregation Group: In determining a Required\n               Aggregation Group hereunder, each plan of the Employer in which a\n               Key Employee is a participant in the Plan Year containing the\n               Determination Date or any of the four preceding Plan Years, and\n               each other plan of the Employer which enables any plan in which a\n               Key Employee participates to meet the requirements of Code\n               Sections 401(a)(4) or 410, will be required to be aggregated.\n               Such group shall be known as a Required Aggregation Group.\n\n               In the case of a Required Aggregation Group, each plan in the\n               group will be considered a Top Heavy Plan if the Required\n               Aggregation Group is a Top Heavy Group. No plan in the Required\n               Aggregation Group will be considered a Top Heavy Plan if the\n               Required Aggregation Group is not a Top Heavy Group.\n\n               (2) Permissive Aggregation Group: The Employer may also include\n               any other plan not required to be included in the Required\n               Aggregation Group, provided the resulting group, taken as a\n               whole, would continue to satisfy the provisions of Code Sections\n               401(a)(4) and 410. Such group shall be known as a Permissive\n               Aggregation Group.\n\n               In the case of a Permissive Aggregation Group, only a plan that\n               is part of the Required Aggregation Group will be considered a\n               Top Heavy Plan if\n\n\n                                      -18-\n\n\n\n\n               the Permissive Aggregation Group is a Top Heavy Group. No plan in\n               the Permissive Aggregation Group will be considered a Top Heavy\n               Plan if the Permissive Aggregation Group is not a Top Heavy\n               Group.\n\n               (3) Only those plans of the Employer in which the Determination\n               Dates fall within the same calendar year shall be aggregated in\n               order to determine whether such plans are Top Heavy Plans.\n\n               (4) An Aggregation Group shall include any terminated plan of the\n               Employer if it was maintained within the last five (5) years\n               ending on the Determination Date.\n\n               (e) \"Determination Date\" means (a) the last day of the preceding\n          Plan Year, or (b) in the case of the first Plan Year, the last day of\n          such Plan Year.\n\n               (f) Present Value of Accrued Benefit: In the case of a defined\n          benefit plan, the Present Value of Accrued Benefit for a Participant\n          other than a Key Employee, shall be as determined using the single\n          accrual method used for all plans of the Employer and Affiliated\n          Employers, or if no such single method exists, using a method which\n          results in benefits accruing not more rapidly than the slowest accrual\n          rate permitted under Code Section 411(b)(1)(C). The determination of\n          the Present Value of Accrued Benefit shall be determined as of the\n          most recent valuation date that falls within or ends with the 12-month\n          period ending on the Determination Date except as provided in Code\n          Section 416 and the Regulations thereunder for the first and second\n          plan years of a defined benefit plan.\n\n               (g) \"Top Heavy Group\" means an Aggregation Group in which, as of\n          the Determination Date, the sum of:\n\n               (1) the Present Value of Accrued Benefits of Key Employees under\n               all defined benefit plans included in the group, and\n\n               (2) the Aggregate Accounts of Key Employees under all defined\n               contribution plans included in the group, exceeds sixty percent\n               (60%) of a similar sum determined for all Participants.\n\n2.3 POWERS AND RESPONSIBILITIES OF THE EMPLOYER\n\n               (a) The Employer shall be empowered to appoint and remove the\n          Trustee and the Administrator from time to time as it deems necessary\n          for the proper administration of the Plan to assure that the Plan is\n          being operated for the exclusive benefit of the Participants and their\n          Beneficiaries in accordance with the terms of the Plan, the Code, and\n          the Act.\n\n                                      -19-\n\n\n\n\n               (b) The Employer shall establish a \"funding policy and method,\"\n          i.e., it shall determine whether the Plan has a short run need for\n          liquidity (e.g., to pay benefits) or whether liquidity is a long run\n          goal and investment growth (and stability of same) is a more current\n          need, or shall appoint a qualified person to do so. The Employer or\n          its delegate shall communicate such needs and goals to the Trustee,\n          who shall coordinate such Plan needs with its investment policy. The\n          communication of such a \"funding policy and method\" shall not,\n          however, constitute a directive to the Trustee as to investment of the\n          Trust Funds. Such \"funding policy and method\" shall be consistent with\n          the objectives of this Plan and with the requirements of Title I of\n          the Act.\n\n               (c) The Employer shall periodically review the performance of any\n          Fiduciary or other person to whom duties have been delegated or\n          allocated by it under the provisions of this Plan or pursuant to\n          procedures established hereunder. This requirement may be satisfied by\n          formal periodic review by the Employer or by a qualified person\n          specifically designated by the Employer, through day-to-day conduct\n          and evaluation, or through other appropriate ways.\n\n2.4 DESIGNATION OF ADMINISTRATIVE AUTHORITY\n\n     The Employer shall appoint one or more Administrators. Any person,\nincluding, but not limited to, the Employees of the Employer, shall be eligible\nto serve as an Administrator. Any person so appointed shall signify his\nacceptance by filing written acceptance with the Employer. An Administrator may\nresign by delivering his written resignation to the Employer or be removed by\nthe Employer by delivery of written notice of removal, to take effect at a date\nspecified therein, or upon delivery to the Administrator if no date is\nspecified.\n\n     The Employer, upon the resignation or removal of an Administrator, shall\npromptly designate in writing a successor to this position. If the Employer does\nnot appoint an Administrator, the Employer will function as the Administrator.\n\n2.5 ALLOCATION AND DELEGATION OF RESPONSIBILITIES\n\n     If more than one person is appointed as Administrator, the responsibilities\nof each Administrator may be specified by the Employer and accepted in writing\nby each Administrator. In the event that no such delegation is made by the\nEmployer, the Administrators may allocate the responsibilities among themselves,\nin which event the Administrators shall notify the Employer and the Trustee in\nwriting of such action and specify the responsibilities of each Administrator.\nThe Trustee thereafter shall accept and rely upon any documents executed by the\nappropriate Administrator until such time as the Employer or the Administrators\nfile with the Trustee a written revocation of such designation.\n\n2.6 POWERS AND DUTIES OF THE ADMINISTRATOR\n\n\n                                      -20-\n\n\n\n\n     The primary responsibility of the Administrator is to administer the Plan\nfor the exclusive benefit of the Participants and their Beneficiaries, subject\nto the specific terms of the Plan. The Administrator shall administer the Plan\nin accordance with its terms and shall have the power and discretion to construe\nthe terms of the Plan and to determine all questions arising in connection with\nthe administration, interpretation, and application of the Plan. Any such\ndetermination by the Administrator shall be conclusive and binding upon all\npersons. The Administrator may establish procedures, correct any defect, supply\nany information, or reconcile any inconsistency in such manner and to such\nextent as shall be deemed necessary or advisable to carry out the purpose of the\nPlan; provided, however, that any procedure, discretionary act, interpretation\nor construction shall be done in a nondiscriminatory manner based upon uniform\nprinciples consistently applied and shall be consistent with the intent that the\nPlan shall continue to be deemed a qualified plan under the terms of Code\nSection 401(a), and shall comply with the terms of the Act and all regulations\nissued pursuant thereto. The Administrator shall have all powers necessary or\nappropriate to accomplish his duties under this Plan.\n\n     The Administrator shall be charged with the duties of the general\nadministration of the Plan, including, but not limited to, the following:\n\n          (a) the discretion to determine all questions relating to the\n     eligibility of Employees to participate or remain a Participant hereunder\n     and to receive benefits under the Plan;\n\n          (b) to compute, certify, and direct the Trustee with respect to the\n     amount and the kind of benefits to which any Participant shall be entitled\n     hereunder;\n\n          (c) to authorize and direct the Trustee with respect to all\n     nondiscretionary or otherwise directed disbursements from the Trust;\n\n          (d) to maintain all necessary records for the administration of the\n     Plan;\n\n          (e) to interpret the provisions of the Plan and to make and publish\n     such rules for regulation of the Plan as are consistent with the terms\n     hereof;\n\n          (f) to determine the size and type of any Contract to be purchased\n     from any insurer, and to designate the insurer from which such Contract\n     shall be purchased;\n\n          (g) to compute and certify to the Employer and to the Trustee from\n     time to time the sums of money necessary or desirable to be contributed to\n     the Plan;\n\n                                      -21-\n\n\n\n\n          (h) to consult with the Employer and the Trustee regarding the short\n     and long-term liquidity needs of the Plan in order that the Trustee can\n     exercise any investment discretion in a manner designed to accomplish\n     specific objectives;\n\n          (i) to prepare and distribute to Employees a procedure for notifying\n     Participants and Beneficiaries of their rights to elect joint and survivor\n     annuities and Pre-Retirement Survivor Annuities as required by the Act and\n     Regulations thereunder;\n\n          (j) to prepare and implement a procedure to notify Eligible Employees\n     that they may elect to have a portion of their Compensation deferred or\n     paid to them in cash;\n\n          (k) to assist any Participant regarding his rights, benefits, or\n     elections available under the Plan.\n\n2.7 RECORDS AND REPORTS\n\n     The Administrator shall keep a record of all actions taken and shall keep\nall other books of account, records, and other data that may be necessary for\nproper administration of the Plan and shall be responsible for supplying all\ninformation and reports to the Internal Revenue Service, Department of Labor,\nParticipants, Beneficiaries and others as required by law.\n\n2.8 APPOINTMENT OF ADVISERS\n\n     The Administrator, or the Trustee with the consent of the Administrator,\nmay appoint counsel, specialists, advisers, and other persons as the\nAdministrator or the Trustee deems necessary or desirable in connection with the\nadministration of this Plan.\n\n2.9 INFORMATION FROM EMPLOYER\n\n     To enable the Administrator to perform his functions, the Employer shall\nsupply full and timely information to the Administrator on all matters relating\nto the Compensation of all Participants, their Hours of Service, their Years of\nService, their retirement, death, disability, or termination of employment, and\nsuch other pertinent facts as the Administrator may require; and the\nAdministrator shall advise the Trustee of such of the foregoing facts as may be\npertinent to the Trustee's duties under the Plan. The Administrator may rely\nupon such information as is supplied by the Employer and shall have no duty or\nresponsibility to verify such information.\n\n2.10 PAYMENT OF EXPENSES\n\n     All expenses of administration may be paid out of the Trust Fund unless\npaid by the Employer. Such expenses shall include any expenses incident to the\nfunctioning of the Administrator, including, but not limited to, fees of\naccountants, counsel, and other specialists\n\n                                      -22-\n\n\n\n\n\nand their agents, and other costs of administering the Plan. Until paid, the\nexpenses shall constitute a liability of the Trust Fund. However, the Employer\nmay reimburse the Trust Fund for any administration expense incurred.\n\n2.11 MAJORITY ACTIONS\n\n     Except where there has been an allocation and delegation of administrative\nauthority pursuant to Section 2.5, if there shall be more than one\nAdministrator, they shall act by a majority of their number, but may authorize\none or more of them to sign all papers on their behalf.\n\n2.12 CLAIMS PROCEDURE\n\n     Claims for benefits under the Plan may be filed in writing with the\nAdministrator. Written notice of the disposition of a claim shall be furnished\nto the claimant within 90 days after the application is filed. In the event the\nclaim is denied, the reasons for the denial shall be specifically set forth in\nthe notice in language calculated to be understood by the claimant, pertinent\nprovisions of the Plan shall be cited, and, where appropriate, an explanation as\nto how the claimant can perfect the claim will be provided. In addition, the\nclaimant shall be furnished with an explanation of the Plan's claims review\nprocedure.\n\n2.13 CLAIMS REVIEW PROCEDURE\n\n     Any Employee, former Employee, or Beneficiary of either, who has been\ndenied a benefit by a decision of the Administrator pursuant to Section 2.12\nshall be entitled to request the Administrator to give further consideration to\nhis claim by filing with the Administrator (on a form which may be obtained from\nthe Administrator) a request for a hearing. Such request, together with a\nwritten statement of the reasons why the claimant believes his claim should be\nallowed, shall be filed with the Administrator no later than 60 days after\nreceipt of the written notification provided for in Section 2.12. The\nAdministrator shall then conduct a hearing within the next 60 days, at which the\nclaimant may be represented by an attorney or any other representative of his\nchoosing and at which the claimant shall have an opportunity to submit written\nand oral evidence and arguments in support of his claim. At the hearing (or\nprior thereto upon 5 business days written notice to the Administrator) the\nclaimant or his representative shall have an opportunity to review all documents\nin the possession of the Administrator which are pertinent to the claim at issue\nand its disallowance. Either the claimant or the Administrator may cause a court\nreporter to attend the hearing and record the proceedings. In such event, a\ncomplete written transcript of the proceedings shall be furnished to both\nparties by the court reporter. The full expense of any such court reporter and\nsuch transcripts shall be borne by the party causing the court reporter to\nattend the hearing. A final decision as to the allowance of the claim shall be\nmade by the Administrator within 60 days of receipt of the appeal (unless there\nhas been an extension of 60 days due to special circumstances, provided the\ndelay and the special circumstances occasioning it are communicated to the\nclaimant within the 60 day period). Such communication shall be written in a\nmanner calculated to be understood by the claimant\n\n                                      -23-\n\n\n\n\nand shall include specific reasons for the decision and specific references to\nthe pertinent Plan provisions on which the decision is based.\n\n                                   ARTICLE III\n                                   ELIGIBILITY\n\n3.1 CONDITIONS OF ELIGIBILITY\n\n     Any Eligible Employee who has attained age 21 shall be eligible to\nparticipate hereunder as of the date he has satisfied such requirements. The\nEmployer shall give each prospective Eligible Employee written notice of his\neligibility to participate in the Plan prior to the close of the Plan Year in\nwhich he first becomes an Eligible Employee.\n\n3.2 APPLICATION FOR PARTICIPATION\n\n     In order to become a Participant hereunder, each Eligible Employee shall\nmake application to the Employer for participation in the Plan and agree to the\nterms hereof. Upon the acceptance of any benefits under this Plan, such Employee\nshall automatically be deemed to have made application and shall be bound by the\nterms and conditions of the Plan and all amendments hereto.\n\n3.3 EFFECTIVE DATE OF PARTICIPATION\n\n     An Eligible Employee shall become a Participant effective as of the first\nday of the Plan Year in which such Employee met the eligibility requirements of\nSection 3.1.\n\n     In the event an Employee who is not a member of an eligible class of\nEmployees becomes a member of an eligible class, such Employee will participate\nimmediately if such Employee has satisfied the minimum age and service\nrequirements and would have otherwise previously become a Participant.\n\n3.4 DETERMINATION OF ELIGIBILITY\n\n     The Administrator shall determine the eligibility of each Employee for\nparticipation in the Plan based upon information furnished by the Employer. Such\ndetermination shall be conclusive and binding upon all persons, as long as the\nsame is made pursuant to the Plan and the Act. Such determination shall be\nsubject to review per Section 2.13.\n\n3.5 TERMINATION OF ELIGIBILITY\n\n     (a) In the event a Participant shall go from a classification of an\nEligible Employee to an ineligible Employee, such Former Participant shall\ncontinue to vest in his interest in the Plan for each Year of Service completed\nwhile a noneligible Employee, until such time as his Participant's Account shall\nbe forfeited or distributed pursuant to the terms of the\n\n                                      -24-\n\n\n\n\nPlan. Additionally, his interest in the Plan shall continue to share in the\nearnings of the Trust Fund.\n\n     (b) In the event a Participant is no longer a member of an eligible class\nof Employees and becomes ineligible to participate but has not incurred a 1-Year\nBreak in Service, such Employee will participate immediately upon returning to\nan eligible class of Employees. If such Participant incurs a 1-Year Break in\nService, eligibility will be determined under the break in service rules of the\nPlan.\n\n3.6 OMISSION OF ELIGIBLE EMPLOYEE\n\n     If, in any Plan Year, any Employee who should be included as a Participant\nin the Plan is erroneously omitted and discovery of such omission is not made\nuntil after a contribution by his Employer for the year has been made, the\nEmployer shall make a subsequent contribution with respect to the omitted\nEmployee in the amount which the said Employer would have contributed with\nrespect to him had he not been omitted. Such contribution shall be made\nregardless of whether or not it is deductible in whole or in part in any taxable\nyear under applicable provisions of the Code.\n\n3.7 INCLUSION OF INELIGIBLE EMPLOYEE\n\n     If, in any Plan Year, any person who should not have been included as a\nParticipant in the Plan is erroneously included and discovery of such incorrect\ninclusion is not made until after a contribution for the year has been made, the\nEmployer shall not be entitled to recover the contribution made with respect to\nthe ineligible person regardless of whether or not a deduction is allowable with\nrespect to such contribution. In such event, the amount contributed with respect\nto the ineligible person shall constitute a Forfeiture (except for Deferred\nCompensation which shall be distributed to the ineligible person) for the Plan\nYear in which the discovery is made.\n\n3.8 ELECTION NOT TO PARTICIPATE\n\n     An Employee may, subject to the approval of the Employer, elect voluntarily\nnot to participate in the Plan. The election not to participate must be\ncommunicated to the Employer, in writing, at least thirty (30) days before the\nbeginning of a Plan Year.\n\n                                   ARTICLE IV\n                           CONTRIBUTION AND ALLOCATION\n\n4.1 FORMULA FOR DETERMINING EMPLOYER'S CONTRIBUTION\n\n     For each Plan Year, the Employer shall contribute to the Plan:\n\n                                      -25-\n\n\n\n\n\n          (a) The amount of the total salary reduction elections of all\n     Participants made pursuant to Section 4.2(a), which amount shall be deemed\n     an Employer's Elective Contribution.\n\n          (b) On behalf of each Participant who is eligible to share in matching\n     contributions for the Plan Year, a discretionary matching contribution\n     equal to a percentage of each such Participant's Deferred Compensation, the\n     exact percentage to be determined each year by the Employer, which amount\n     shall be deemed an Employer's Non-Elective Contribution.\n\n          (c) On behalf of each Non-Highly Compensated Participant who is\n     eligible to share in the Qualified Non-Elective Contribution for the Plan\n     Year, a discretionary Qualified Non-Elective Contribution equal to a\n     percentage of each eligible individual's Compensation, the exact percentage\n     to be determined each year by the Employer. The Employer's Qualified\n     Non-Elective Contribution shall be deemed an Employer's Elective\n     Contribution.\n\n          (d) A discretionary amount, which amount shall be deemed an Employer's\n     Non-Elective Contribution.\n\n          (e) Notwithstanding the foregoing, however, the Employer's\n     contributions for any Plan Year shall not exceed the maximum amount\n     allowable as a deduction to the Employer under the provisions of Code\n     Section 404. All contributions by the Employer shall be made in cash or in\n     such property as is acceptable to the Trustee.\n\n          (f) Except, however, to the extent necessary to provide the top heavy\n     minimum allocations, the Employer shall make a contribution even if it\n     exceeds the amount which is deductible under Code Section 404.\n\n4.2 PARTICIPANT'S SALARY REDUCTION ELECTION\n\n          (a) Each Participant may elect to defer his Compensation which would\n     have been received in the Plan Year, but for the deferral election, by up\n     to 201. A deferral election (or modification of an earlier election) may\n     not be made with respect to Compensation which is currently available on or\n     before the date the Participant executed such election or, if later, the\n     latest of the date the Employer adopts this cash or deferred arrangement,\n     or the date such arrangement first became effective.\n\n          The amount by which Compensation is reduced shall be that\n     Participant's Deferred Compensation and be treated as an Employer Elective\n     Contribution and allocated to that Participant's Elective Account.\n\n                                      -26-\n\n\n\n\n          (b) The balance in each Participant's Elective Account shall be fully\n     Vested at all times and shall not be subject to Forfeiture for any reason.\n\n          (c) Amounts held in the Participant's Elective Account may not be\n     distributable earlier than:\n\n          (1) a Participant's termination of employment or death;\n\n          (2) a Participant's attainment of age 59 1\/2;\n\n          (3) the termination of the Plan without the establishment or existence\n          of a \"successor plan,\" as that term is described in Regulation\n          1.401(k)1(d)(3);\n\n          (4) the date of disposition by the Employer to an entity that is not\n          an Affiliated Employer of substantially all of the assets (within the\n          meaning of Code Section 409(d)(2)) used in a trade or business of such\n          corporation if such corporation continues to maintain this Plan after\n          the disposition with respect to a Participant who continues employment\n          with the corporation acquiring such assets;\n\n          (5) the date of disposition by the Employer or an Affiliated Employer\n          who maintains the Plan of its interest in a subsidiary (within the\n          meaning of Code Section 409(d)(3)) to an entity which is not an\n          Affiliated Employer but only with respect to a Participant who\n          continues employment with such subsidiary; or\n\n          (6) the proven financial hardship of a Participant, subject to the\n          limitations of Section 6.11.\n\n          (d) For each Plan Year, a Participant's Deferred Compensation made\n     under this Plan and all other plans, contracts or arrangements of the\n     Employer maintaining this Plan shall not exceed, during any taxable year of\n     the Participant, the limitation imposed by Code Section 402(g), as in\n     effect at the beginning of such taxable year. If such dollar limitation is\n     exceeded, a Participant will be deemed to have notified the Administrator\n     of such excess amount which shall be distributed in a manner consistent\n     with Section 4.2(f). The dollar limitation shall be adjusted annually\n     pursuant to the method provided in Code Section 415(d) in accordance with\n     Regulations.\n\n          (e) In the event a Participant has received a hardship distribution\n     pursuant to Regulation 1.401(k)l(d)(2)(iv)(B) from any other plan\n     maintained by the Employer, then such Participant shall not be permitted to\n     elect to have Deferred Compensation contributed to the Plan on his behalf\n     for a period of\n\n                                      -27-\n\n\n\n\n     twelve (12) months following the receipt of the distribution. Furthermore,\n     the dollar limitation under Code Section 402(g) shall be reduced, with\n     respect to the Participant's taxable year following the taxable year in\n     which the hardship distribution was made, by the amount of such\n     Participant's Deferred Compensation, if any, pursuant to this Plan (and any\n     other plan maintained by the Employer) for the taxable year of the hardship\n     distribution.\n\n          (f) If a Participant's Deferred Compensation under this Plan together\n     with any elective deferrals (as defined in Regulation 1.402(g)-l(b)) under\n     another qualified cash or deferred arrangement (as defined in Code Section\n     401(k)), a simplified employee pension (as defined in Code Section 408(k)),\n     a salary reduction arrangement (within the meaning of Code Section\n     3121(a)(5)(D)), a deferred compensation plan under Code Section 457, or a\n     trust described in Code Section 501(c)(18) cumulatively exceed the\n     limitation imposed by Code Section 402(g) (as adjusted annually in\n     accordance with the method provided in Code Section 415(d) pursuant to\n     Regulations) for such Participant's taxable year, the Participant may, not\n     later than March 1 following the close of the Participant's taxable year,\n     notify the Administrator in writing of such excess and request that his\n     Deferred Compensation under this Plan be reduced by an amount specified by\n     the Participant. In such event, the Administrator may direct the Trustee to\n     distribute such excess amount (and any Income allocable to such excess\n     amount) to the Participant not later than the first April 15th following\n     the close of the Participant's taxable year. Any distribution of less than\n     the entire amount of Excess Deferred Compensation and Income shall be\n     treated as a pro rata distribution of Excess Deferred Compensation and\n     Income. The amount distributed shall not exceed the Participant's Deferred\n     Compensation under the Plan for the taxable year. Any distribution on or\n     before the last day of the Participant's taxable year must satisfy each of\n     the following conditions:\n\n          (1) the distribution must be made after the date on which the Plan\n          received the Excess Deferred Compensation;\n\n          (2) the Participant shall designate the distribution as Excess\n          Deferred Compensation; and\n\n          (3) the Plan must designate the distribution as a distribution of\n          Excess Deferred Compensation.\n\n     Any distribution made pursuant to this Section 4.2(f) shall be made\nsimultaneously from Deferred Compensation and matching contributions which\nrelate to such Deferred Compensation provided, however, that any such matching\ncontributions which are not Vested shall be forfeited in lieu of distribution.\n\n                                      -28-\n\n\n\n\n          (g) Notwithstanding Section 4.2(f) above, a Participant's Excess\n     Deferred Compensation shall be reduced, but not below zero, by any\n     distribution of Excess Contributions pursuant to Section 4.6(a) for the\n     Plan Year beginning with or within the taxable year of the Participant.\n\n          (h) At Normal Retirement Date, or such other date when the Participant\n     shall be entitled to receive benefits, the fair market value of the\n     Participant's Elective Account shall be used to provide additional benefits\n     to the Participant or his Beneficiary.\n\n          (i) All amounts allocated to a Participant's Elective Account may be\n     treated as a Directed Investment Account pursuant to Section 4.12.\n\n          (j) Employer Elective Contributions made pursuant to this Section may\n     be segregated into a separate account for each Participant in a federally\n     insured savings account, certificate of deposit in a bank or savings and\n     loan association, money market certificate, or other short-term debt\n     security acceptable to the Trustee until such time as the allocations\n     pursuant to Section 4.4 have been made.\n\n          (k) The Employer and the Administrator shall implement the salary\n     reduction elections provided for herein in accordance with the following:\n\n               (1) A Participant may commence making elective deferrals to the\n               Plan only after first satisfying the eligibility and\n               participation requirements specified in Article III. However, the\n               Participant must make his initial salary deferral election within\n               a reasonable time, not to exceed thirty (30) days, after entering\n               the Plan pursuant to Section 3.3. If the Participant fails to\n               make an initial salary deferral election within such time, then\n               such Participant may thereafter make an election in accordance\n               with the rules governing modifications. The Participant shall\n               make such an election by entering into a written salary reduction\n               agreement with the Employer and filing such agreement with the\n               Administrator. Such election shall initially be effective\n               beginning with the pay period following the acceptance of the\n               salary reduction agreement by the Administrator, shall not have\n               retroactive effect and shall remain in force until revoked.\n\n               (2) A Participant may modify a prior election at any time during\n               the Plan Year and concurrently make a new election by filing a\n               written notice with the Administrator within a reasonable time\n               before the pay period for which such modification is to be\n               effective. Any modification shall not have retroactive effect and\n               shall remain in force until revoked.\n\n               (3) A Participant may elect to prospectively revoke his salary\n               reduction agreement in its entirety at any time during the Plan\n               Year by providing the\n\n                                      -29-\n\n\n\n\n               Administrator with thirty (30) days written notice of such\n               revocation (or upon such shorter notice period as may be\n               acceptable to the Administrator). Such revocation shall become\n               effective as of the beginning of the first pay period coincident\n               with or next following the expiration of the notice period.\n               Furthermore, the termination of the Participant's employment, or\n               the cessation of participation for any reason, shall be deemed to\n               revoke any salary reduction agreement then in effect, effective\n               immediately following the close of the pay period within which\n               such termination or cessation occurs.\n\n4.3 TIME OF PAYMENT OF EMPLOYER'S CONTRIBUTION\n\n     The Employer shall generally pay to the Trustee its contribution to the\nPlan for each Plan Year within the time prescribed by law, including extensions\nof time, for the filing of the Employer's federal income tax return for the\nFiscal Year.\n\n     However, Employer Elective Contributions accumulated through payroll\ndeductions shall be paid to the Trustee as of the earliest date on which such\ncontributions can reasonably be segregated from the Employer's general assets,\nbut in any event within ninety (90) days from the date on which such amounts\nwould otherwise have been payable to the Participant in cash. The provisions of\nDepartment of Labor regulations 2510.3-102 are incorporated herein by reference.\nFurthermore, any additional Employer contributions which are allocable to the\nParticipant's Elective Account for a Plan Year shall be paid to the Plan no\nlater than the twelve-month period immediately following the close of such Plan\nYear.\n\n4.4 ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS\n\n          (a) The Administrator shall establish and maintain an account in the\n     name of each Participant to which the Administrator shall credit as of each\n     Anniversary Date all amounts allocated to each such Participant as set\n     forth herein.\n\n          (b) The Employer shall provide the Administrator with all information\n     required by the Administrator to make a proper allocation of the Employer's\n     contributions for each Plan Year. Within a reasonable period of time after\n     the date of receipt by the Administrator of such information, the\n     Administrator shall allocate such contribution as follows:\n\n               (1) With respect to the Employer's Elective Contribution made\n               pursuant to Section 4.1(a), to each Participant's Elective\n               Account in an amount equal to each such Participant's Deferred\n               Compensation for the year.\n\n                                      -30-\n\n\n\n\n\n               (2) With respect to the Employer's Non-Elective Contribution made\n               pursuant to Section 4.1(b), to each Participant's Account in\n               accordance with Section 4.1(b).\n\n               Any Participant actively employed during the Plan Year shall be\n               eligible to share in the matching contribution for the Plan Year.\n               However, with respect to Plan Years beginning after December 31,\n               1989, in lieu of the foregoing, only Participants who are\n               actively employed during the Plan Year shall be eligible to share\n               in the matching contribution for the year.\n\n               (3) With respect to the Employer's Qualified Non-Elective\n               Contribution made pursuant to Section 4.1(c), to each\n               Participant's Elective Account in accordance with Section 4.1(c).\n\n               Any Non-Highly Compensated Participant actively employed during\n               the Plan Year shall be eligible to share in the Qualified\n               Non-Elective Contribution for the Plan Year. However, with\n               respect to Plan Years beginning after December 31, 1989, in lieu\n               of the foregoing, only Non-Highly Compensated Participants who\n               are actively employed during the Plan Year shall be eligible to\n               share in the Qualified Non-Elective Contribution for the year.\n\n               (4) With respect to the Employer's Non-Elective Contribution made\n               pursuant to Section 4.1(d), to each Participant's Account in the\n               same proportion that each such Participant's Compensation for the\n               year bears to the total Compensation of all Participants for such\n               year.\n\n                    Any Participant actively employed during the Plan Year shall\n               be eligible to share in the discretionary contribution for the\n               year. However, with respect to Plan Years beginning after\n               December 31, 1989, in lieu of the foregoing, only Participants\n               who are actively employed during the Plan Year shall be eligible\n               to share in the discretionary contribution for the year.\n\n          (c) As of each Anniversary Date any amounts which became Forfeitures\n     since the last Anniversary Date shall first be made available to reinstate\n     previously forfeited account balances of Former Participants, if any, in\n     accordance with Section 6.4(e)(2). The remaining Forfeitures, if any, shall\n     be allocated to Participants' Accounts and used to reduce the contribution\n     of the Employer hereunder for the Plan Year in which such Forfeitures occur\n     in the following manner:\n\n                                      -31-\n\n\n\n\n               (1) Forfeitures attributable to Employer matching contributions\n               made pursuant to Section 4.1(b) shall be used to reduce the\n               Employer's contribution for the Plan Year in which such\n               Forfeitures occur.\n\n               (2) Forfeitures attributable to Employer discretionary\n               contributions made pursuant to Section 4.1(d) shall be allocated\n               among the Participants' Accounts of Participants otherwise\n               eligible to share in the allocation of discretionary\n               contributions for the year in the same proportion that each such\n               Participant's Compensation for the year bears to the total\n               Compensation of all such Participants for the year.\n\n                    Provided, however, that in the event the allocation of\n               Forfeitures provided herein shall cause the \"annual addition\" (as\n               defined in Section 4.9) to any Participant's Account to exceed\n               the amount allowable by the Code, the excess shall be reallocated\n               in accordance with Section 4.10.\n\n          (d) For any Top Heavy Plan Year, Non-Key Employees not otherwise\n     eligible to share in the allocation of contributions and Forfeitures as\n     provided above, shall receive the minimum allocation provided for in\n     Section 4.4(h) if eligible pursuant to the provisions of Section 4.4(j).\n\n          (e) Participants who are not actively employed on the last day of the\n     Plan Year due to Retirement (Early, Normal or Late) or death shall share in\n     the allocation of contributions and Forfeitures for that Plan Year only if\n     otherwise eligible in accordance with this Section.\n\n          (f) As of each Anniversary Date or other valuation date, before\n     allocation of one-half of the Employer contributions for the entire Plan\n     Year and after allocation of Forfeitures, any earnings or losses (net\n     appreciation or net depreciation) of the Trust Fund shall be allocated in\n     the same proportion that each Participant's and Former Participant's\n     nonsegregated accounts bear to the total of all Participants' and Former\n     Participants' nonsegregated accounts as of such date.\n\n               Participants' transfers from other qualified plans deposited in\n          the general Trust Fund shall share in any earnings and losses (net\n          appreciation or net depreciation) of the Trust Fund in the same manner\n          provided above. Each segregated account maintained on behalf of a\n          Participant shall be credited or charged with its separate earnings\n          and losses.\n\n          (g) Participants' accounts shall be debited for any insurance or\n     annuity premiums paid, if any, and credited with any dividends received on\n     insurance contracts.\n\n\n                                      -32-\n\n\n\n\n\n          (h) Minimum Allocations Required for Top Heavy Plan Years:\n     Notwithstanding the foregoing, for any Top Heavy Plan Year, the sum of the\n     Employer's contributions and Forfeitures allocated to the Participant's\n     Combined Account of each Non-Key Employee shall be equal to at least three\n     percent (3%) of such Non-Key Employee's \"415 Compensation\" (reduced by\n     contributions and forfeitures, if any, allocated to each Non-Key Employee\n     in any defined contribution plan included with this plan in a Required\n     Aggregation Group). However, if (1) the sum of the Employer's contributions\n     and Forfeitures allocated to the Participant's Combined Account of each Key\n     Employee for such Top Heavy Plan Year is less than three percent (3%) of\n     each Key Employee's \"415 Compensation\" and (2) this Plan is not required to\n     be included in an Aggregation Group to enable a defined benefit plan to\n     meet the requirements of Code Section 401(a)(4) or 410, the sum of the\n     Employer's contributions and Forfeitures allocated to the Participant's\n     Combined Account of each Non-Key Employee shall be equal to the largest\n     percentage allocated to the Participant's Combined Account of any Key\n     Employee. However, in determining whether a Non-Key Employee has received\n     the required minimum allocation, such Non-Key Employee's Deferred\n     Compensation and matching contributions needed to satisfy the \"Actual\n     Contribution Percentage\" tests pursuant to Section 4.7(a) shall not be\n     taken into account.\n\n          However, no such minimum allocation shall be required in this Plan for\n     any Non-Key Employee who participates in another defined contribution plan\n     subject to Code Section 412 providing such benefits included with this Plan\n     in a Required Aggregation Group.\n\n          (i) For purposes of the minimum allocations set forth above, the\n     percentage allocated to the Participant's Combined Account of any Key\n     Employee shall be equal to the ratio of the sum of the Employer's\n     contributions and Forfeitures allocated on behalf of such Key Employee\n     divided by the \"415 Compensation\" for such Key Employee.\n\n          (j) For any Top Heavy Plan Year, the minimum allocations set forth\n     above shall be allocated to the Participant's Combined Account of all\n     Non-Key Employees who are Participants and who are employed by the Employer\n     on the last day of the Plan Year, including Non-Key Employees who have (1)\n     failed to complete a Year of Service; and (2) declined to make mandatory\n     contributions (if required) or, in the case of a cash or deferred\n     arrangement, elective contributions to the Plan.\n\n          (k) For the purposes of this Section, \"415 Compensation\" shall be\n     limited to $200,000. Such amount shall be adjusted at the same time and in\n     the same manner as permitted under Code Section 415(d), except that the\n     dollar increase in effect on January 1 of any calendar year shall be\n     effective for the Plan\n\n                                      -33-\n\n\n\n\n     Year beginning with or within such calendar year and the first adjustment\n     to the $200,000 limitation shall be effective on January 1, 1990. For any\n     short Plan Year the \"415 Compensation\" limit shall be an amount equal to\n     the \"415 Compensation\" limit for the calendar year in which the Plan Year\n     begins multiplied by the ratio obtained by dividing the number of full\n     months in the short Plan Year by twelve (12).\n\n               In addition to other applicable limitations set forth in the\n          Plan, and notwithstanding any other provision of the Plan to the\n          contrary, for Plan Years beginning on or after January 1, 1994, the\n          annual Compensation of each Employee taken into account under the Plan\n          shall not exceed the OBRA '93 annual compensation limit. The O BRA 893\n          annual compensation limit is $150,000, as adjusted by the Commissioner\n          for increases in the cost of living in accordance with Code Section\n          401(a)(17)(B). The cost of living adjustment in effect for a calendar\n          year applies to any period, not exceeding 32 months, over which\n          Compensation is determined (determination period) beginning in such\n          calendar year. If a determination period consists of fewer than 12\n          months, the OBRA '93 annual compensation limit will be multiplied by a\n          fraction, the numerator of which is the number of months in the\n          determination period, and the denominator of which is 12.\n\n               For Plan Years beginning on or after January 1, 1994, any\n          reference in this Plan to the limitation under Code Section 401(a)(17)\n          shall mean the OBRA '93 annual compensation limit set forth in this\n          provision.\n\n               If Compensation for any prior determination period is taken into\n          account in determining an Employee's benefits accruing in the current\n          Plan Year, the Compensation for that prior determination period is\n          subject to the OBRA '93 annual compensation limit in effect for that\n          prior determination period. For this purpose, for determination\n          periods beginning before the first day of the first Plan Year\n          beginning on or after January 1, 1994, the O BRA '93 annual\n          compensation limit is $150,000.\n\n          (l) Notwithstanding anything herein to the contrary, Participants who\n     terminated employment for any reason during the Plan Year shall share in\n     the salary reduction contributions made by the Employer for the year of\n     termination without regard to the Hours of Service credited.\n\n          (m) If a Former Participant is reemployed after five (5) consecutive\n     1-Year Breaks in Service, then separate accounts shall be maintained as\n     follows:\n\n               (1) one account for nonforfeitable benefits attributable to\n          pre-break service; and\n\n\n                                      -34-\n\n\n\n\n\n               (2) one account representing his status in the Plan attributable\n          to post-break service.\n\n          (n) Notwithstanding anything to the contrary, if this is a Plan that\n     would otherwise fail to meet the requirements of Code Sections 401(a)(26),\n     410(b)(1) or 410(b)(2)(A)(i) and the Regulations thereunder because\n     Employer contributions would not be allocated to a sufficient number or\n     percentage of Participants for a Plan Year, then the following rules shall\n     apply:\n\n               (1) The group of Participants eligible to share in the Employer's\n          contribution and Forfeitures for the Plan Year shall be expanded to\n          include the minimum number of Participants who would not otherwise be\n          eligible as are necessary to satisfy the applicable test specified\n          above. The specific Participants who shall become eligible under the\n          terms of this paragraph shall be those who are actively employed on\n          the last day of the Plan Year and, when compared to similarly situated\n          Participants, have completed the greatest number of Hours of Service\n          in the Plan Year.\n\n               (2) If after application of paragraph (1) above, the applicable\n          test is still not satisfied, then the group of Participants eligible\n          to share in the Employer's contribution and Forfeitures for the Plan\n          Year shall be further expanded to include the minimum number of\n          Participants who are not actively employed on the last day of the Plan\n          Year as are necessary to satisfy the applicable test. The specific\n          Participants who shall become eligible to share shall be those\n          Participants, when compared to similarly situated Participants, who\n          have completed the greatest number of Hours of Service in the Plan\n          Year before terminating employment.\n\n               (3) Nothing in this Section shall permit the reduction of a\n          Participant's accrued benefit. Therefore any amounts that have\n          previously been allocated to Participants may not be reallocated to\n          satisfy these requirements. In such event, the Employer shall make an\n          additional contribution equal to the amount such affected Participants\n          would have received had they been included in the allocations, even if\n          it exceeds the amount which would be deductible under Code Section\n          404. Any adjustment to the allocations pursuant to this paragraph\n          shall be considered a retroactive amendment adopted by the last day of\n          the Plan Year.\n\n4.5 ACTUAL DEFERRAL PERCENTAGE TESTS\n\n          (a) Maximum Annual Allocation: For each Plan Year, the annual\n     allocation derived from Employer Elective Contributions to a Participant's\n     Elective Account shall satisfy one of the following tests:\n\n                                      -35-\n\n\n\n               (1) The \"Actual Deferral Percentage\" for the Highly Compensated\n          Participant group shall not be more than the \"Actual Deferral\n          Percentage\" of the Non-Highly Compensated Participant group multiplied\n          by 1.25, or\n\n               (2) The excess of the \"Actual Deferral Percentage\" for the Highly\n          Compensated Participant group over the \"Actual Deferral Percentage\"\n          for the Non-Highly Compensated Participant group shall not be more\n          than two percentage points. Additionally, the \"Actual Deferral\n          Percentage\" for the Highly Compensated Participant group shall not\n          exceed the \"Actual Deferral Percentage\" for the Non-Highly Compensated\n          Participant group multiplied by 2.\n\n               The provisions of Code Section 401(k)(3) and Regulation\n          1.401(k)-l(b) are incorporated herein by reference.\n\n               However, in order to prevent the multiple use of the alternative\n          method described in (2) above and in Code Section 401(m)(9)(A), any\n          Highly Compensated Participant eligible to make elective deferrals\n          pursuant to Section 4.2 and to make Employee contributions or to\n          receive matching contributions under this Plan or under any other plan\n          maintained by the Employer or an Affiliated Employer shall have his\n          actual contribution ratio reduced pursuant to Regulation 1.401(m)-2,\n          the provisions of which are incorporated herein by reference.\n\n          (b) For the purposes of this Section \"Actual Deferral Percentage\"\n     means, with respect to the Highly Compensated Participant group and\n     Non-Highly Compensated Participant group for a Plan Year, the average of\n     the ratios, calculated separately for each Participant in such group, of\n     the amount of Employer Elective Contributions allocated to each\n     Participant's Elective Account for such Plan Year, to such Participant's\n     \"414(s) Compensation\" for such Plan Year. The actual deferral ratio for\n     each Participant and the \"Actual Deferral Percentage\" for each group shall\n     be calculated to the nearest one-hundredth of one percent. Employer\n     Elective Contributions allocated to each Non-Highly Compensated\n     Participant's Elective Account shall be reduced by Excess Deferred\n     Compensation to the extent such excess amounts are made under this Plan or\n     any other plan maintained by the Employer.\n\n          (c) For the purpose of determining the actual deferral ratio of a\n     Highly Compensated Employee who is subject to the Family Member aggregation\n     rules of Code Section 414(q)(6) because such Participant is either a \"five\n     percent owner\" of the Employer or one of the ten (10) Highly Compensated\n     Employees paid the greatest \"415 Compensation\" during the year, the\n     following shall apply:\n\n                                      -36-\n\n\n\n               (1) The combined actual deferral ratio for the family group\n          (which shall be treated as one Highly Compensated Participant) shall\n          be determined by aggregating Employer Elective Contributions and\n          \"414(s) Compensation\" of all eligible Family Members (including Highly\n          Compensated Participants). However, in applying the $200,000 limit to\n          \"414(s) Compensation,\" Family Members shall include only the affected\n          Employee's spouse and any lineal descendants who have not attained age\n          19 before the close of the Plan Year. \n\n               (2) The Employer Elective Contributions and \"414(s) Compensation\"\n          of all Family Members shall be disregarded for purposes of determining\n          the \"Actual Deferral Percentage\" of the Non-Highly Compensated\n          Participant group except to the extent taken into account in paragraph\n          (1) above.\n\n               (3) If a Participant is required to be aggregated as a member of\n          more than one family group in a plan, all Participants who are members\n          of those family groups that include the Participant are aggregated as\n          one family group in accordance with paragraphs (1) and (2) above.\n\n          (d) For the purposes of Sections 4.5(a) and 4.6, a Highly Compensated\n     Participant and a Non-Highly Compensated Participant shall include any\n     Employee eligible to make a deferral election pursuant to Section 4.2,\n     whether or not such deferral election was made or suspended pursuant to\n     Section 4.2.\n\n          (e) For the purposes of this Section and Code Sections 401(a)(4),\n     410(b) and 401(k), if two or more plans which include cash or deferred\n     arrangements are considered one plan for the purposes of Code Section\n     401(a)(4) or 410(b) (other than Code Section 410(b)(2)(A)(ii)), the cash or\n     deferred arrangements included in such plans shall be treated as one\n     arrangement. In addition, two or more cash or deferred arrangements may be\n     considered as a single arrangement for purposes of determining whether or\n     not such arrangements satisfy Code Sections 401(a)(4), 410(b) and 401(k).\n     In such a case, the cash or deferred arrangements included in such plans\n     and the plans including such arrangements shall be treated as one\n     arrangement and as one plan for purposes of this Section and Code Sections\n     401(a)(4), 410(b) and 401(k). Plans may be aggregated under this paragraph\n     (e) only if they have the same plan year.\n\n               Notwithstanding the above, an employee stock ownership plan\n          described in Code Section 4975(e)(7) or 409 may not be combined with\n          this Plan for purposes of determining whether the employee stock\n          ownership plan or this Plan satisfies this Section and Code Sections\n          401(a)(4), 410(b) and 401(k).\n\n\n                                      -37-\n\n\n\n\n                  (f) For the purposes of this Section, if a Highly Compensated\n            Participant is a Participant under two or more cash or deferred\n            arrangements (other than a cash or deferred arrangement which is\n            part of an employee stock ownership plan as defined in Code Section\n            4975(e)(7) or 409) of the Employer or an Affiliated Employer, all\n            such cash or deferred arrangements shall be treated as one cash or\n            deferred arrangement for the purpose of determining the actual\n            deferral ratio with respect to such Highly Compensated Participant.\n            However, if the cash or deferred arrangements have different plan\n            years, this paragraph shall be applied by treating all cash or\n            deferred arrangements ending with or within the same calendar year\n            as a single arrangement.\n\n4.6 ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS\n\n     In the event that the initial allocations of the Employer's Elective\nContributions made pursuant to Section 4.4 do not satisfy one of the tests set\nforth in Section 4.5(a), the Administrator shall adjust Excess Contributions\npursuant to the options set forth below:\n\n          (a) On or before the fifteenth day of the third month following the\n     end of each Plan Year, the Highly Compensated Participant having the\n     highest actual deferral ratio shall have his portion of Excess\n     Contributions distributed to him until one of the tests set forth in\n     Section 4.5(a) is satisfied, or until his actual deferral ratio equals the\n     actual deferral ratio of the Highly Compensated Participant having the\n     second highest actual deferral ratio. This process shall continue until one\n     of the tests set forth in Section 4.5(a) is satisfied. For each Highly\n     Compensated Participant, the amount of Excess Contributions is equal to the\n     Elective Contributions on behalf of such Highly Compensated Participant\n     (determined prior to the application of this paragraph) minus the amount\n     determined by multiplying the Highly Compensated Participant's actual\n     deferral ratio (determined after application of this paragraph) by his\n     \"414(s) Compensation.\" However, in determining the amount of Excess\n     Contributions to be distributed with respect to an affected Highly\n     Compensated Participant as determined herein, such amount shall be reduced\n     by any Excess Deferred Compensation previously distributed to such affected\n     Highly Compensated Participant for his taxable year ending with or within\n     such Plan Year.\n\n          (1) With respect to the distribution of Excess Contributions pursuant\n     to (a) above, such distribution:\n\n                    (i) may be postponed but not later than the close of the\n               Plan Year following the Plan Year to which they are allocable;\n\n                    (ii) shall be made simultaneously from Deferred Compensation\n               and matching contributions which relate to such Deferred\n               Compensation provided, however, that any such matching\n               contributions which are not Vested shall be forfeited in lieu of\n               distribution;\n\n                                      -38-\n\n\n\n\n                    (iii) shall be adjusted for Income; and\n\n                    (iv) shall be designated by the Employer as a distribution\n               of Excess Contributions (and Income).\n\n          (2) Any distribution of less than the entire amount of Excess\n     Contributions shall be treated as a pro rata distribution of Excess\n     Contributions and Income.\n\n          (3) The determination and correction of Excess Contributions of a\n     Highly Compensated Participant whose actual deferral ratio is determined\n     under the family aggregation rules shall be accomplished by reducing the\n     actual deferral ratio as required herein, and the Excess Contributions for\n     the family unit shall then be allocated among the Family Members in\n     proportion to the Elective Contributions of each Family Member that were\n     combined to determine the group actual deferral ratio.\n\n            (b) Within twelve (12) months after the end of the Plan Year, the\n      Employer may make a special Qualified Non-Elective Contribution on behalf\n      of NonHighly Compensated Participants in an amount sufficient to satisfy\n      one of the tests set forth in Section 4.5(a). Such contribution shall be\n      allocated to the Participant's Elective Account of each Non-Highly\n      Compensated Participant in the same proportion that each Non-Highly\n      Compensated Participant's Compensation for the year bears to the total\n      Compensation of all Non-Highly Compensated Participants.\n\n            (c) If during a Plan Year the projected aggregate amount of Elective\n      Contributions to be allocated to all Highly Compensated Participants under\n      this Plan would, by virtue of the tests set forth in Section 4.5(a), cause\n      the Plan to fail such tests, then the Administrator may automatically\n      reduce proportionately or in the order provided in Section 4.6(a) each\n      affected Highly Compensated Participant's deferral election made pursuant\n      to Section 4.2 by an amount necessary to satisfy one of the tests set\n      forth in Section 4.5(a).\n\n4.7   ACTUAL CONTRIBUTION PERCENTAGE TESTS\n\n          (a) The \"Actual Contribution Percentage\" for the Highly Compensated\n     Participant group shall not exceed the greater of:\n\n               (1) 125 percent of such percentage for the Non-Highly Compensated\n          Participant group; or\n\n               (2) the lesser of 200 percent of such percentage for the\n          Non-Highly Compensated Participant group, or such percentage for the\n          Non-Highly Compensated Participant group plus 2 percentage points.\n          However, to prevent the multiple use of the alternative method\n          described in this paragraph and Code\n\n\n                                      -39-\n\n\n\n          Section 401(m)(9)(A), any Highly Compensated Participant eligible to\n          make elective deferrals pursuant to Section 4.2 or any other cash or\n          deferred arrangement maintained by the Employer or an Affiliated\n          Employer and to make Employee contributions or to receive matching\n          contributions under this Plan or under any other plan maintained by\n          the Employer or an Affiliated Employer shall have his actual\n          contribution ratio reduced pursuant to Regulation 1.401(m)-2. The\n          provisions of Code Section 401(m) and Regulations 1.401(m)l(b) and\n          1.401(m)-2 are incorporated herein by reference.\n\n          (b) For the purposes of this Section and Section 4.8, \"Actual\n     Contribution Percentage\" for a Plan Year means, with respect to the Highly\n     Compensated Participant group and Non-Highly Compensated Participant group,\n     the average of the ratios (calculated separately for each Participant in\n     each group) of:\n\n               (1) the sum of Employer matching contributions made pursuant to\n          Section 4.1(b) on behalf of each such Participant for such Plan Year;\n          to\n\n               (2) the Participant's \"414(s) Compensation\" for such Plan Year.\n\n          (c) For purposes of determining the \"Actual Contribution Percentage\"\n     and the amount of Excess Aggregate Contributions pursuant to Section\n     4.8(d), only Employer matching contributions (excluding Employer matching\n     contributions forfeited or distributed pursuant to Sections 4.2(f) and\n     4.6(a)(1) or forfeited pursuant to Section 4.8(a)) contributed to the Plan\n     prior to the end of the succeeding Plan Year shall be considered. In\n     addition, the Administrator may elect to take into account, with respect to\n     Employees eligible to have Employer matching contributions pursuant to\n     Section 4.1(b) allocated to their accounts, elective deferrals (as defined\n     in Regulation 1.402(g)-l(b)) and qualified non-elective contributions (as\n     defined in Code Section 401(m)(4)(C)) contributed to any plan maintained by\n     the Employer. Such elective deferrals and qualified nonelective\n     contributions shall be treated as Employer matching contributions subject\n     to Regulation 1.401(m)l(b)(5) which is incorporated herein by reference.\n     However, the Plan Year must be the same as the plan year of the plan to\n     which the elective deferrals and the qualified non-elective contributions\n     are made.\n\n          (d) For the purpose of determining the actual contribution ratio of a\n     Highly Compensated Employee who is subject to the Family Member aggregation\n     rules of Code Section 414(q)(6) because such Employee is either a \"five\n     percent owner\" of the Employer or one of the ten (10) Highly Compensated\n     Employees paid the greatest \"415 Compensation\" during the year, the\n     following shall apply:\n\n               (1) The combined actual contribution ratio for the family group\n          (which shall be treated as one Highly Compensated Participant) shall\n          be determined by aggregating Employer matching contributions made\n          pursuant to Section 4.1(b) and \"414(s) Compensation\" of all eligible\n          Family Members (including Highly\n\n                                      -40-\n\n\n\n          Compensated Participants). However, in applying the $200,000 limit to\n          \"414(s) Compensation\", Family Members shall include only the affected\n          Employee's spouse and any lineal descendants who have not attained age\n          19 before the close of the Plan Year.\n\n               (2) The Employer matching contributions made pursuant to Section\n          4.1(b) and \"414(s) Compensation\" of all Family Members shall be\n          disregarded for purposes of determining the \"Actual Contribution\n          Percentage\" of the Non-Highly Compensated Participant group except to\n          the extent taken into account in paragraph (1) above.\n\n               (3) If a Participant is required to be aggregated as a member of\n          more than one family group in a plan, all Participants who are members\n          of those family groups that include the Participant are aggregated as\n          one family group in accordance with paragraphs (1) and (2) above.\n\n          (e) For purposes of this Section and Code Sections 401(a)(4), 410(b)\n     and 401(m), if two or more plans of the Employer to which matching\n     contributions, Employee contributions, or both, are made are treated as one\n     plan for purposes of Code Sections 401(a)(4) or 410(b) (other than the\n     average benefits test under Code Section 410(b)(2)(A)(ii)), such plans\n     shall be treated as one plan. In addition, two or more plans of the\n     Employer to which matching contributions, Employee contributions, or both,\n     are made may be considered as a single plan for purposes of determining\n     whether or not such plans satisfy Code Sections 401(a)(4), 410(b) and\n     401(m). In such a case, the aggregated plans must satisfy this Section and\n     Code Sections 401(a)(4), 410(b) and 401(m) as though such aggregated plans\n     were a single plan. Plans may be aggregated under this paragraph (e) only\n     if they have the same plan year.\n\n     Notwithstanding the above, an employee stock ownership plan described in\nCode Section 4975(e)(7) or 409 may not be aggregated with this Plan for purposes\nof determining whether the employee stock ownership plan or this Plan satisfies\nthis Section and Code Sections 401(a)(4), 410(b) and 401(m).\n\n          (f) If a Highly Compensated Participant is a Participant under two or\n     more plans (other than an employee stock ownership plan as defined in Code\n     Section 4975(e)(7) or 409) which are maintained by the Employer or an\n     Affiliated Employer to which matching contributions, Employee\n     contributions, or both, are made, all such contributions on behalf of such\n     Highly Compensated Participant shall be aggregated for purposes of\n     determining such Highly Compensated Participant's actual contribution\n     ratio. However, if the plans have different plan years, this paragraph\n     shall be applied by treating all plans ending with or within the same\n     calendar year as a single plan.\n\n          (g) For purposes of Sections 4.7(a) and 4.8, a Highly Compensated\n     Participant and Non-Highly Compensated Participant shall include any\n     Employee eligible to have\n\n                                      -41-\n\n\n\n     Employer matching contributions pursuant to Section 4.1(b) (whether or not\n     a deferral election was made or suspended pursuant to Section 4.2(e))\n     allocated to his account for the Plan Year.\n\n4.8 ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS\n\n          (a) In the event that the \"Actual Contribution Percentage\" for the\n     Highly Compensated Participant group exceeds the \"Actual Contribution\n     Percentage\" for the NonHighly Compensated Participant group pursuant to\n     Section 4.7(a), the Administrator (on or before the fifteenth day of the\n     third month following the end of the Plan Year, but in no event later than\n     the close of the following Plan Year) shall direct the Trustee to\n     distribute to the Highly Compensated Participant having the highest actual\n     contribution ratio, his Vested portion of Excess Aggregate Contributions\n     (and Income allocable to such contributions) and, if forfeitable, forfeit\n     such non-Vested Excess Aggregate Contributions attributable to Employer\n     matching contributions (and Income allocable to such forfeitures) until\n     either one of the tests set forth in Section 4.7(a) is satisfied, or until\n     his actual contribution ratio equals the actual contribution ratio of the\n     Highly Compensated Participant having the second highest actual\n     contribution ratio. This process shall continue until one of the tests set\n     forth in Section 4.7(a) is satisfied.\n\n          If the correction of Excess Aggregate Contributions attributable to\n     Employer matching contributions is not in proportion to the Vested and\n     non-Vested portion of such contributions, then the Vested portion of the\n     Participant's Account attributable to Employer matching contributions after\n     the correction shall be subject to Section 6.5(g).\n\n          (b) Any distribution and\/or forfeiture of less than the entire amount\n     of Excess Aggregate Contributions (and Income) shall be treated as a pro\n     rata distribution and\/or forfeiture of Excess Aggregate Contributions and\n     Income. Distribution of Excess Aggregate Contributions shall be designated\n     by the Employer as a distribution of Excess Aggregate Contributions (and\n     Income). Forfeitures of Excess Aggregate Contributions shall be treated in\n     accordance with Section 4.4.\n\n          (c) Excess Aggregate Contributions, including forfeited matching\n     contributions, shall be treated as Employer contributions for purposes of\n     Code Sections 404 and 415 even if distributed from the Plan.\n\n          Forfeited matching contributions that are reallocated to Participants'\n     Accounts for the Plan Year in which the forfeiture occurs shall be treated\n     as an \"annual addition\" pursuant to Section 4.9(b) for the Participants to\n     whose Accounts they are reallocated and for the Participants from whose\n     Accounts they are forfeited.\n\n          (d) For each Highly Compensated Participant, the amount of Excess\n     Aggregate Contributions is equal to the Employer matching contributions\n     made pursuant to Section 4.1(b) and any qualified non-elective\n     contributions or elective deferrals taken into account\n\n                                      -42-\n\n\n\n\n     pursuant to Section 4.7(c) on behalf of the Highly Compensated Participant\n     (determined prior to the application of this paragraph) minus the amount\n     determined by multiplying the Highly Compensated Participant's actual\n     contribution ratio (determined after application of this paragraph) by his\n     \"414(s) Compensation.\" The actual contribution ratio must be rounded to the\n     nearest one-hundredth of one percent. In no case shall the amount of Excess\n     Aggregate Contribution with respect to any Highly Compensated Participant\n     exceed the amount of Employer matching contributions made pursuant to\n     Section 4.1(b) and any qualified non-elective contributions or elective\n     deferrals taken into account pursuant to Section 4.7(c) on behalf of such\n     Highly Compensated Participant for such Plan Year.\n\n          (e) The determination of the amount of Excess Aggregate Contributions\n     with respect to any Plan Year shall be made after first determining the\n     Excess Contributions, if any, to be treated as voluntary Employee\n     contributions due to recharacterization for the plan year of any other\n     qualified cash or deferred arrangement (as defined in Code Section 401(k))\n     maintained by the Employer that ends with or within the Plan Year.\n\n          (f) If the determination and correction of Excess Aggregate\n     Contributions of a Highly Compensated Participant whose actual contribution\n     ratio is determined under the family aggregation rules, then the actual\n     contribution ratio shall be reduced and the Excess Aggregate Contributions\n     for the family unit shall be allocated among the Family Members in\n     proportion to the sum of Employer matching contributions made pursuant to\n     Section 4.1(b) and any qualified non-elective contributions or elective\n     deferrals taken into account pursuant to Section 4.7(c) of each Family\n     Member that were combined to determine the group actual contribution ratio.\n\n          (g) If during a Plan Year the projected aggregate amount of Employer\n     matching contributions to be allocated to all Highly Compensated\n     Participants under this Plan would, by virtue of the tests set forth in\n     Section 4.7(a), cause the Plan to fail such tests, then the Administrator\n     may automatically reduce proportionately or in the order provided in\n     Section 4.8(a) each affected Highly Compensated Participant's projected\n     share of such contributions by an amount necessary to satisfy one of the\n     tests set forth in Section 4.7(a).\n\n          (h) Notwithstanding the above, within twelve (12) months after the end\n     of the Plan Year, the Employer may make a special Qualified Non-Elective\n     Contribution on behalf of Non-Highly Compensated Participants in an amount\n     sufficient to satisfy one of the tests set forth in Section 4.7(a). Such\n     contribution shall be allocated to the Participant's Elective Account of\n     each Non-Highly Compensated Participant in the same proportion that each\n     Non-Highly Compensated Participant's Compensation for the year bears to the\n     total Compensation of all Non-Highly Compensated Participants. A separate\n     accounting shall be maintained for the purpose of excluding such\n     contributions from the \"Actual Deferral Percentage\" tests pursuant to\n     Section 4.5(a).\n\n                                      -43-\n\n\n\n4.9 MAXIMUM ANNUAL ADDITIONS\n\n          (a) Notwithstanding the foregoing, the maximum \"annual additions\"\n     credited to a Participant's accounts for any \"limitation year\" shall equal\n     the lesser of: (1) $30,000 (or, if greater, one-fourth of the dollar\n     limitation in effect under Code Section 415(b)(1)(A)) or (2) twenty-five\n     percent (25%) of the Participant's \"415 Compensation\" for such \"limitation\n     year.\" For any short \"limitation year,\" the dollar limitation in (1) above\n     shall be reduced by a fraction, the numerator of which is the number of\n     full months in the short \"limitation year\" and the denominator of which is\n     twelve (12).\n\n          (b) For purposes of applying the limitations of Code Section 415,\n     \"annual additions\" means the sum credited to a Participant's accounts for\n     any \"limitation year\" of (1) Employer contributions, (2) Employee\n     contributions, (3) forfeitures, (4) amounts allocated, after March 31,\n     1984, to an individual medical account, as defined in Code Section\n     415(1)(2) which is part of a pension or annuity plan maintained by the\n     Employer and (5) amounts derived from contributions paid or accrued after\n     December 31, 1985, in taxable years ending after such date, which are\n     attributable to post-retirement medical benefits allocated to the separate\n     account of a key employee (as defined in Code Section 419A(d)(3)) under a\n     welfare benefit plan (as defined in Code Section 419(e)) maintained by the\n     Employer. Except, however, the \"415 Compensation\" percentage limitation\n     referred to in paragraph (a)(2) above shall not apply to: (1) any\n     contribution for medical benefits (within the meaning of Code Section\n     419A(f)(2)) after separation from service which is otherwise treated as an\n     \"annual addition,\" or (2) any amount otherwise treated as an \"annual\n     addition\" under Code Section 415(1)(1).\n\n          (c) For purposes of applying the limitations of Code Section 415, the\n     transfer of funds from one qualified plan to another is not an \"annual\n     addition.\" In addition, the following are not Employee contributions for\n     the purposes of Section 4.9(b)(2): (1) rollover contributions (as defined\n     in Code Sections 402(a)(5), 403(a)(4), 403(b)(8) and 408(d)(3)); (2)\n     repayments of loans made to a Participant from the Plan; (3) repayments of\n     distributions received by an Employee pursuant to Code Section 411(a)(7)(B)\n     (cash-outs); (4) repayments of distributions received by an Employee\n     pursuant to Code Section 411(a)(3)(D) (mandatory contributions); and (5)\n     Employee contributions to a simplified employee pension excludable from\n     gross income under Code Section 408(k)(6)\n\n          (d) For purposes of applying the limitations of Code Section 415, the\n     \"limitation year\" shall be the Plan Year.\n\n          (e) The dollar limitation under Code Section 415(b)(1)(A) stated in\n     paragraph (a)(1) above shall be adjusted annually as provided in Code\n     Section 415(d) pursuant to the Regulations. The adjusted limitation is\n     effective as of January 1st of each calendar year and is applicable to\n     \"limitation years\" ending with or within that calendar year.\n\n                                      -44-\n\n\n\n\n          (f) For the purpose of this Section, all qualified defined benefit\n     plans (whether terminated or not) ever maintained by the Employer shall be\n     treated as one defined benefit plan, and all qualified defined contribution\n     plans (whether terminated or not) ever maintained by the Employer shall be\n     treated as one defined contribution plan.\n\n          (g) For the purpose of this Section, if the Employer is a member of a\n     controlled group of corporations, trades or businesses under common control\n     (as defined by Code Section 1563(a) or Code Section 414(b) and (c) as\n     modified by Code Section 415(h)), is a member of an affiliated service\n     group (as defined by Code Section 414(m)), or is a member of a group of\n     entities required to be aggregated pursuant to Regulations under Code\n     Section 414(o), all Employees of such Employers shall be considered to be\n     employed by a single Employer.\n\n          (h) For the purpose of this Section, if this Plan is a Code Section\n     413(c) plan, all Employers of a Participant who maintain this Plan will be\n     considered to be a single Employer.\n\n            (i) (1) If a Participant participates in more than one defined\n      contribution plan maintained by the Employer which have different\n      Anniversary Dates, the maximum \"annual additions\" under this Plan shall\n      equal the maximum \"annual additions\" for the \"limitation year\" minus any\n      \"annual additions\" previously credited to such Participant's accounts\n      during the \"limitation year.\"\n\n               (2) If a Participant participates in both a defined contribution\n          plan subject to Code Section 412 and a defined contribution plan not\n          subject to Code Section 412 maintained by the Employer which have the\n          same Anniversary Date, \"annual additions\" will be credited to the\n          Participant's accounts under the defined contribution plan subject to\n          Code Section 412 prior to crediting \"annual additions\" to the\n          Participant's accounts under the defined contribution plan not subject\n          to Code Section 412.\n\n               (3) If a Participant participates in more than one defined\n          contribution plan not subject to Code Section 412 maintained by the\n          Employer which have the same Anniversary Date, the maximum \"annual\n          additions\" under this Plan shall equal the product of (A) the maximum\n          \"annual additions\" for the \"limitation year\" minus any \"annual\n          additions\" previously credited under subparagraphs (1) or (2) above,\n          multiplied by (B) a fraction (i) the numerator of which is the \"annual\n          additions\" which would be credited to such Participant's accounts\n          under this Plan without regard to the limitations of Code Section 415\n          and (ii) the denominator of which is such \"annual additions\" for all\n          plans described in this subparagraph.\n\n          (j) If an Employee is (or has been) a Participant in one or more\n     defined benefit plans and one or more defined contribution plans maintained\n     by the Employer,\n\n                                      -45-\n\n\n\n\n     the sum of the defined benefit plan fraction and the defined contribution\n     plan fraction for any \"limitation year\" may not exceed 1.0.\n\n          (k) The defined benefit plan fraction for any \"limitation year\" is a\n     fraction, the numerator of which is the sum of the Participant's projected\n     annual benefits under all the defined benefit plans (whether or not\n     terminated) maintained by the Employer, and the denominator of which is the\n     lesser of 125 percent of the dollar limitation determined for the\n     \"limitation year\" under Code Sections 415(b) and (d) or 140 percent of the\n     highest average compensation, including any adjustments under Code Section\n     415(b).\n\n     Notwithstanding the above, if the Participant was a Participant as of the\nfirst day of the first \"limitation year\" beginning after December 31, 1986, in\none or more defined benefit plans maintained by the Employer which were in\nexistence on May 6, 1986, the denominator of this fraction will not be less than\n125 percent of the sum of the annual benefits under such plans which the\nParticipant had accrued as of the close of the last \"limitation year\" beginning\nbefore January 1, 1987, disregarding any changes in the terms and conditions of\nthe plan after May 5, 1986. The preceding sentence applies only if the defined\nbenefit plans individually and in the aggregate satisfied the requirements of\nCode Section 415 for all \"limitation years\" beginning before January 1, 1987.\n\n          (l) The defined contribution plan fraction for any \"limitation year\"\n     is a fraction, the numerator of which is the sum of the annual additions to\n     the Participant's Account under all the defined contribution plans (whether\n     or not terminated) maintained by the Employer for the current and all prior\n     \"limitation years\" (including the annual additions attributable to the\n     Participant's nondeductible Employee contributions to all defined benefit\n     plans, whether or not terminated, maintained by the Employer, and the\n     annual additions attributable to all welfare benefit funds, as defined in\n     Code Section 419(e), and individual medical accounts, as defined in Code\n     Section 415(1)(2), maintained by the Employer), and the denominator of\n     which is the sum of the maximum aggregate amounts for the current and all\n     prior \"limitation years\" of service with the Employer (regardless of\n     whether a defined contribution plan was maintained by the Employer). The\n     maximum aggregate amount in any \"limitation year\" is the lesser of 125\n     percent of the dollar limitation determined under Code Sections 415(b) and\n     (d) in effect under Code Section 415(c)(1)(A) or 35 percent of the\n     Participant's Compensation for such year.\n\n     If the Employee was a Participant as of the end of the first day of the\nfirst \"limitation year\" beginning after December 31, 1986, in one or more\ndefined contribution plans maintained by the Employer which were in existence on\nMay 6, 1986, the numerator of this fraction will be adjusted if the sum of this\nfraction and the defined benefit fraction would otherwise exceed 1.0 under the\nterms of this Plan. Under the adjustment, an amount equal to the product of (1)\nthe excess of the sum of the fractions over 1.0 times (2) the denominator of\nthis fraction, will be permanently subtracted from the numerator of this\nfraction. The adjustment is calculated using the fractions as they would be\ncomputed as of the end of the last \"limitation\n\n                                      -46-\n\n\n\n\nyear\" beginning before January 1, 1987, and disregarding any changes in the\nterms and conditions of the Plan made after May 5, 1986, but using the Code\nSection 415 limitation applicable to the first \"limitation year\" beginning on or\nafter January 1, 1987. The annual addition for any \"limitation year\" beginning\nbefore January 1, 1987 shall not be recomputed to treat all Employee\ncontributions as annual additions.\n\n          (m) Notwithstanding the foregoing, for any \"limitation year\" in which\n     the Plan is a Top Heavy Plan, 100 percent shall be substituted for 125\n     percent in Sections 4.9(k) and 4.9(1) unless the extra minimum allocation\n     is being provided pursuant to Section 4.4. However, for any \"limitation\n     year\" in which the Plan is a Super Top Heavy Plan, 100 percent shall be\n     substituted for 125 percent in any event.\n\n          (n) Notwithstanding anything contained in this Section to the\n     contrary, the limitations, adjustments and other requirements prescribed in\n     this Section shall at all times comply with the provisions of Code Section\n     415 and the Regulations thereunder, the terms of which are specifically\n     incorporated herein by reference.\n\n4.10 ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS\n\n          (a) If, as a result of the allocation of Forfeitures, a reasonable\n     error in estimating a Participant's Compensation, a reasonable error in\n     determining the amount of elective deferrals (within the meaning of Code\n     Section 402(g)(3)) that may be made with respect to any Participant under\n     the limits of Section 4.9 or other facts and circumstances to which\n     Regulation 1.415-6(b)(6) shall be applicable, the \"annual additions\" under\n     this Plan would cause the maximum \"annual additions\" to be exceeded for any\n     Participant, the Administrator shall (1) distribute any elective deferrals\n     (within the meaning of Code Section 402(g)(3)) or return any voluntary\n     Employee contributions credited for the \"limitation year\" to the extent\n     that the return would reduce the \"excess amount\" in the Participant's\n     accounts (2) hold any \"excess amount\" remaining after the return of any\n     elective deferrals or voluntary Employee contributions in a \"Section 415\n     suspense account\" (3) use the \"Section 415 suspense account\" in the next\n     \"limitation year\" (and succeeding \"limitation years\" if necessary) to\n     reduce Employer contributions for that Participant if that Participant is\n     covered by the Plan as of the end of the \"limitation year,\" or if the\n     Participant is not so covered, allocate and reallocate the \"Section 415\n     suspense account\" in the next \"limitation year\" (and succeeding \"limitation\n     years\" if necessary) to all Participants in the Plan before any Employer or\n     Employee contributions which would constitute \"annual additions\" are made\n     to the Plan for such \"limitation year\" (4) reduce Employer contributions to\n     the Plan for such \"limitation year\" by the amount of the \"Section 415\n     suspense account\" allocated and reallocated during such \"limitation year.\"\n\n          (b) For purposes of this Article, \"excess amount\" for any Participant\n     for a \"limitation year\" shall mean the excess, if any, of (1) the \"annual\n     additions\" which would be credited to his account under the terms of the\n     Plan without regard to the limitations\n\n                                      -47-\n\n\n\n     of Code Section 415 over (2) the maximum \"annual additions\" determined\n     pursuant to Section 4.9.\n\n          (c) For purposes of this Section, \"Section 415 suspense account\" shall\n     mean an unallocated account equal to the sum of \"excess amounts\" for all\n     Participants in the Plan during the \"limitation year.\"\n\n          The \"Section 415 suspense account\" shall not share in any earnings or\n     losses of the Trust Fund.\n\n4.11  TRANSFERS FROM QUALIFIED PLANS\n\n          (a) With the consent of the Administrator, amounts may be transferred\n     from other qualified plans by Employees, provided that the trust from which\n     such funds are transferred permits the transfer to be made and the transfer\n     will not jeopardize the tax exempt status of the Plan or Trust or create\n     adverse tax consequences for the Employer. The amounts transferred shall be\n     set up in a separate account herein referred to as a \"Participant's\n     Rollover Account.\" Such account shall be fully Vested at all times and\n     shall not be subject to Forfeiture for any reason.\n\n          (b) Amounts in a Participant's Rollover Account shall be held by the\n     Trustee pursuant to the provisions of this Plan and may not be withdrawn\n     by, or distributed to the Participant, in whole or in part, except as\n     provided in paragraphs (c) and (d) of this Section.\n\n          (c) Except as permitted by Regulations (including Regulation\n     1.411(d)-4), amounts attributable to elective contributions (as defined in\n     Regulation 1.401(k)l(g)(3)), including amounts treated as elective\n     contributions, which are transferred from another qualified plan in a\n     plan-to-plan transfer shall be subject to the distribution limitations\n     provided for in Regulation 1.401(k)-l(d).\n\n          (d) At Normal Retirement Date, or such other date when the Participant\n     or his Beneficiary shall be entitled to receive benefits, the fair market\n     value of the Participant's Rollover Account shall be used to provide\n     additional benefits to the Participant or his Beneficiary. Any\n     distributions of amounts held in a Participant's Rollover Account shall be\n     made in a manner which is consistent with and satisfies the provisions of\n     Section 6.5, including, but not limited to, all notice and consent\n     requirements of Code Sections 417 and 411(a)(11) and the Regulations\n     thereunder. Furthermore, such amounts shall be considered as part of a\n     Participant's benefit in determining whether an involuntary cash-out of\n     benefits without Participant consent may be made.\n\n          (e) The Administrator may direct that employee transfers made after a\n     valuation date be segregated into a separate account for each Participant\n     in a federally insured savings account, certificate of deposit in a bank or\n     savings and loan association,\n\n                                      -48-\n\n\n\n\n     money market certificate, or other short term debt security acceptable to\n     the Trustee until such time as the allocations pursuant to this Plan have\n     been made, at which time they may remain segregated or be invested as part\n     of the general Trust Fund, to be determined by the Administrator.\n\n          (f) All amounts allocated to a Participant's Rollover Account may be\n     treated as a Directed Investment Account pursuant to Section 4.12.\n\n          (g) For purposes of this Section, the term \"qualified plan\" shall mean\n     any tax qualified plan under Code Section 401(a). The term \"amounts\n     transferred from other qualified plans\" shall mean: (i) amounts transferred\n     to this Plan directly from another qualified plan; (ii) distributions from\n     another qualified plan which are eligible rollover distributions and which\n     are either transferred by the Employee to this Plan within sixty (60) days\n     following his receipt thereof or are transferred pursuant to a direct\n     rollover; (iii) amounts transferred to this Plan from a conduit individual\n     retirement account provided that the conduit individual retirement account\n     has no assets other than assets which (A) were previously distributed to\n     the Employee by another qualified plan as a lump-sum distribution (B) were\n     eligible for tax-free rollover to a qualified plan and (C) were deposited\n     in such conduit individual retirement account within sixty (60) days of\n     receipt thereof and other than earnings on said assets; and (iv) amounts\n     distributed to the Employee from a conduit individual retirement account\n     meeting the requirements of clause (iii) above, and transferred by the\n     Employee to this Plan within sixty (60) days of his receipt thereof from\n     such conduit individual retirement account.\n\n          (h) Prior to accepting any transfers to which this Section applies,\n     the Administrator may require the Employee to establish that the amounts to\n     be transferred to this Plan meet the requirements of this Section and may\n     also require the Employee to provide an opinion of counsel satisfactory to\n     the Employer that the amounts to be transferred meet the requirements of\n     this Section.\n\n          (i) Notwithstanding anything herein to the contrary, a transfer\n     directly to this Plan from another qualified plan (or a transaction having\n     the effect of such a transfer) shall only be permitted if it will not\n     result in the elimination or reduction of any \"Section 411(d)(6) protected\n     benefit\" as described in Section 8.1.\n\n4.12  DIRECTED INVESTMENT ACCOUNT\n\n          (a) The Administrator, in his sole discretion, may determine that all\n     Participants be permitted to direct the Trustee as to the investment of all\n     or a portion of the interest in any one or more of their individual account\n     balances. If such authorization is given, Participants may, subject to a\n     procedure established by the Administrator and applied in a uniform\n     nondiscriminatory manner, direct the Trustee in writing to invest any\n     portion of their account in specific assets, specific funds or other\n     investments permitted under the Plan and the directed investment procedure.\n     That portion of the\n\n                                      -49-\n\n\n\n\n\n     account of any Participant so directing will thereupon be considered a\n     Directed Investment Account, which shall not share in Trust Fund earnings.\n\n          (b) A separate Directed Investment Account shall be established for\n     each Participant who has directed an investment. Transfers between the\n     Participant's regular account and his Directed Investment Account shall be\n     charged and credited as the case may be to each account. The Directed\n     Investment Account shall not share in Trust Fund earnings, but it shall be\n     charged or credited as appropriate with the net earnings, gains, losses and\n     expenses as well as any appreciation or depreciation in market value during\n     each Plan Year attributable to such account.\n\n                                    ARTICLE V\n                                   VALUATIONS\n\n5.1 VALUATION OF THE TRUST FUND\n\n     The Administrator shall direct the Trustee, as of each Anniversary Date,\nand at such other date or dates deemed necessary by the Administrator, herein\ncalled \"valuation date,\" to determine the net worth of the assets comprising the\nTrust Fund as it exists on the \"valuation date.\" In determining such net worth,\nthe Trustee shall value the assets comprising the Trust Fund at their fair\nmarket value as of the \"valuation date\" and shall deduct all expenses for which\nthe Trustee has not yet obtained reimbursement from the Employer or the Trust\nFund.\n\n5.2 METHOD OF VALUATION\n\n     In determining the fair market value of securities held in the Trust Fund\nwhich are listed on a registered stock exchange, the Administrator shall direct\nthe Trustee to value the same at the prices they were last traded on such\nexchange preceding the close of business on the \"valuation date.\" If such\nsecurities were not traded on the \"valuation date,\" or if the exchange on which\nthey are traded was not open for business on the \"valuation date,\" then the\nsecurities shall be valued at the prices at which they were last traded prior to\nthe \"valuation date.\" Any unlisted security held in the Trust Fund shall be\nvalued at its bid price next preceding the close of business on the \"valuation\ndate,\" which bid price shall be obtained from a registered broker or an\ninvestment banker. In determining the fair market value of assets other than\nsecurities for which trading or bid prices can be obtained, the Trustee may\nappraise such assets itself, or in its discretion, employ one or more appraisers\nfor that purpose and rely on the values established by such appraiser or\nappraisers.\n\n\n                                      -50-\n\n\n\n                                   ARTICLE VI\n                 DETERMINATION AND DISTRIBUTION OF BENEFITS\n\n6.1   DETERMINATION OF BENEFITS UPON RETIREMENT\n\n     Every Participant may terminate his employment with the Employer and retire\nfor the purposes hereof on his Normal Retirement Date or Early Retirement Date.\nHowever, a Participant may postpone the termination of his employment with the\nEmployer to a later date, in which event the participation of such Participant\nin the Plan, including the right to receive allocations pursuant to Section 4.4,\nshall continue until his Late Retirement Date. Upon a Participant's Retirement\nDate or attainment of his Normal Retirement Date without termination of\nemployment with the Employer, or as soon thereafter as is practicable, the\nTrustee shall distribute all amounts credited to such Participant's Combined\nAccount in accordance with Section 6.5.\n\n6.2   DETERMINATION OF BENEFITS UPON DEATH\n\n          (a) Upon the death of a Participant before his Retirement Date or\n     other termination of his employment, all amounts credited to such\n     Participant's Combined Account shall become fully Vested. The Administrator\n     shall direct the Trustee, in accordance with the provisions of Sections 6.6\n     and 6.7, to distribute the value of the deceased Participant's accounts to\n     the Participant's Beneficiary.\n\n          (b) Upon the death of a Former Participant, the Administrator shall\n     direct the Trustee, in accordance with the provisions of Sections 6.6 and\n     6.7, to distribute any remaining Vested amounts credited to the accounts of\n     a deceased Former Participant to such Former Participant's Beneficiary.\n\n          (c) Any security interest held by the Plan by reason of an outstanding\n     loan to the Participant or Former Participant shall be taken into account\n     in determining the amount of the Pre-Retirement Survivor Annuity.\n\n          (d) The Administrator may require such proper proof of death and such\n     evidence of the right of any person to receive payment of the value of the\n     account of a deceased Participant or Former Participant as the\n     Administrator may deem desirable. The Administrator's determination of\n     death and of the right of any person to receive payment shall be\n     conclusive.\n\n          (e) Unless otherwise elected in the manner prescribed in Section 6.6,\n     the Beneficiary of the death benefit shall be the Participant's spouse, who\n     shall receive such benefit in the form of a Pre-Retirement Survivor Annuity\n     pursuant to Section 6.6. Except, however, the Participant may designate a\n     Beneficiary other than his spouse if:\n\n\n\n                                      -51-\n\n\n\n               (1) the Participant and his spouse have validly waived the\n          Pre-Retirement Survivor Annuity in the manner prescribed in Section\n          6.6, and the spouse has waived his or her right to be the\n          Participant's Beneficiary, or\n\n               (2) the Participant is legally separated or has been abandoned\n          (within the meaning of local law) and the Participant has a court\n          order to such effect (and there is no \"qualified domestic relations\n          order\" as defined in Code Section 414(p) which provides otherwise), or\n\n               (3) the Participant has no spouse, or\n\n               (4) the spouse cannot be located.\n\n     In such event, the designation of a Beneficiary shall be made on a form\nsatisfactory to the Administrator. A Participant may at any time revoke his\ndesignation of a Beneficiary or change his Beneficiary by filing written notice\nof such revocation or change with the Administrator. However, the Participant's\nspouse must again consent in writing to any change in Beneficiary unless the\noriginal consent acknowledged that the spouse had the right to limit consent\nonly to a specific Beneficiary and that the spouse voluntarily elected to\nrelinquish such right. In the event no valid designation of Beneficiary exists\nat the time of the Participant's death, the death benefit shall be payable to\nhis estate.\n\n6.3 DISABILITY RETIREMENT BENEFITS\n\n     No disability benefits, other than those payable upon termination of\nemployment, are provided in this Plan.\n\n6.4 DETERMINATION OF BENEFITS UPON TERMINATION\n\n          (a) On or before the Anniversary Date coinciding with or subsequent to\n     the termination of a Participant's employment for any reason other than\n     death or retirement, the Administrator may direct the Trustee to segregate\n     the amount of the Vested portion of such Terminated Participant's Combined\n     Account and invest the aggregate amount thereof in a separate, federally\n     insured savings account, certificate of deposit, common or collective trust\n     fund of a bank or a deferred annuity. In the event the Vested portion of a\n     Participant's Combined Account is not segregated, the amount shall remain\n     in a separate account for the Terminated Participant and share in\n     allocations pursuant to Section 4.4 until such time as a distribution is\n     made to the Terminated Participant.\n\n               In the event that the amount of the Vested portion of the\n          Terminated Participant's Combined Account equals or exceeds the fair\n          market\n\n                                      -52-\n\n\n\n\n          value of any insurance Contracts, the Trustee, when so directed by the\n          Administrator and agreed to by the Terminated Participant, shall\n          assign, transfer, and set over to such Terminated Participant all\n          Contracts on his life in such form or with such endorsements so that\n          the settlement options and forms of payment are consistent with the\n          provisions of Section 6.5. In the event that the Terminated\n          Participant's Vested portion does not at least equal the fair market\n          value of the Contracts, if any, the Terminated Participant may pay\n          over to the Trustee the sum needed to make the distribution equal to\n          the value of the Contracts being assigned or transferred, or the\n          Trustee, pursuant to the Participant's election, may borrow the cash\n          value of the Contracts from the insurer so that the value of the\n          Contracts is equal to the Vested portion of the Terminated\n          Participant's Account and then assign the Contracts to the Terminated\n          Participant.\n\n               Distribution of the funds due to a Terminated Participant shall\n          be made on the occurrence of an event which would result in the\n          distribution had the Terminated Participant remained in the employ of\n          the Employer (upon the Participant's death, Early or Normal\n          Retirement). However, at the election of the Participant, the\n          Administrator shall direct the Trustee to cause the entire Vested\n          portion of the Terminated Participant's Combined Account to be payable\n          to such Terminated Participant. Any distribution under this paragraph\n          shall be made in a manner which is consistent with and satisfies the\n          provisions of Section 6.5, including, but not limited to, all notice\n          and consent requirements of Code Sections 417 and 411(a)(11) and the\n          Regulations thereunder.\n\n               If the value of a Terminated Participant's Vested benefit derived\n          from Employer and Employee contributions does not exceed $3,500 and\n          has never exceeded $3,500 at the time of any prior distribution, the\n          Administrator shall direct the Trustee to cause the entire Vested\n          benefit to be paid to such Participant in a single lump sum.\n\n               For purposes of this Section 6.4, if the value of a Terminated\n          Participant's Vested benefit is zero, the Terminated Participant shall\n          be deemed to have received a distribution of such Vested benefit.\n\n          (b) The Vested portion of any Participant's Account shall be a\n     percentage of the total amount credited to his Participant's Account\n     determined on the basis of the Participant's number of Years of Service\n     according to the following schedule:\n\n                                      -53-\n\n\n\n\n\n\n                                Vesting Schedule\n\n                  Years of Service                    Percentage\n                  ----------------                    ----------\n                   Less than 1                             0%\n                        1                                100%\n\n     (c) Notwithstanding the vesting schedule above, upon the complete\ndiscontinuance of the Employer's contributions to the Plan or upon any full or\npartial termination of the Plan, all amounts credited to the account of any\naffected Participant shall become 100% Vested and shall not thereafter be\nsubject to Forfeiture.\n\n     (d) The computation of a Participant's nonforfeitable percentage of his\ninterest in the Plan shall not be reduced as the result of any direct or\nindirect amendment to this Plan. For this purpose, the Plan shall be treated as\nhaving been amended if the Plan provides for an automatic change in vesting due\nto a change in top heavy status. In the event that the Plan is amended to change\nor modify any vesting schedule, a Participant with at least three (3) Years of\nService as of the expiration date of the election period may elect to have his\nnonforfeitable percentage computed under the Plan without regard to such\namendment. If a Participant fails to make such election, then such Participant\nshall be subject to the new vesting schedule. The Participant's election period\nshall commence on the adoption date of the amendment and shall end 60 days after\nthe latest of:\n\n          (1) the adoption date of the amendment,\n\n          (2) the effective date of the amendment, or\n\n          (3) the date the Participant receives written notice of the amendment\n     from the Employer or Administrator.\n\n     (e)(1) If any Former Participant shall be reemployed by the Employer before\na 1-Year Break in Service occurs, he shall continue to participate in the Plan\nin the same manner as if such termination had not occurred.\n\n          (2) If any Former Participant shall be reemployed by the Employer\n     before five (5) consecutive 1-Year Breaks in Service, and such Former\n     Participant had received, or was deemed to have received, a distribution of\n     his entire Vested interest prior to his reemployment, his forfeited account\n     shall be reinstated only if he repays the full amount distributed to him\n     before the earlier of five (5) years after the first date on which the\n     Participant is subsequently reemployed by the Employer or the close of the\n     first period of five (5) consecutive 1-Year Breaks in Service\n\n\n                                      -54-\n\n\n\n\n     commencing after the distribution, or in the event of a deemed\n     distribution, upon the reemployment of such Former Participant. In the\n     event the Former Participant does repay the full amount distributed to him,\n     or in the event of a deemed distribution, the undistributed portion of the\n     Participant's Account must be restored in full, unadjusted by any gains or\n     losses occurring subsequent to the Anniversary Date or other valuation date\n     coinciding with or preceding his termination. The source for such\n     reinstatement shall first be any Forfeitures occurring during the year. If\n     such source is insufficient, then the Employer shall contribute an amount\n     which is sufficient to restore any such forfeited Accounts provided,\n     however, that if a discretionary contribution is made for such year\n     pursuant to Section 4.1(d), such contribution shall first be applied to\n     restore any such Accounts and the remainder shall be allocated in\n     accordance with Section 4.4.\n\n               (3) If any Former Participant is reemployed after a 1-Year Break\n          in Service has occurred, Years of Service shall include Years of\n          Service prior to his 1-Year Break in Service subject to the following\n          rules:\n\n                    (i) If a Former Participant has a 1-Year Break in Service,\n               his pre-break and postbreak service shall be used for computing\n               Years of Service for eligibility and for vesting purposes only\n               after he has been employed for one (1) Year of Service following\n               the date of his reemployment with the Employer;\n\n                    (ii) Any Former Participant who under the Plan does not have\n               a nonforfeitable right to any interest in the Plan resulting from\n               Employer contributions shall lose credits otherwise allowable\n               under (i) above if his consecutive 1-Year Breaks in Service equal\n               or exceed the greater of (A) five (5) or (B) the aggregate number\n               of his pre-break Years of Service;\n\n                    (iii) After five (5) consecutive 1-Year Breaks in Service, a\n               Former Participant's Vested Account balance attributable to\n               prebreak service shall not be increased as a result of post-break\n               service;\n\n                    (iv) If a Former Participant who has not had his Years of\n               Service before a 1-Year Break in Service disregarded pursuant to\n               (ii) above completes one (1) Year of Service for eligibility\n               purposes following his reemployment with the Employer, he shall\n               participate in the Plan retroactively from his date of\n               reemployment;\n\n\n                                      -55-\n\n\n                    (v) If a Former Participant who has not had his Years of\n               Service before a 1-Year Break in Service disregarded pursuant to\n               (ii) above completes a Year of Service (a 1-Year Break in Service\n               previously occurred, but employment had not terminated), he shall\n               participate in the Plan retroactively from the first day of the\n               Plan Year during which he completes one (1) Year of Service.\n\n6.5   DISTRIBUTION OF BENEFITS\n\n     (a)(1) Unless otherwise elected as provided below, a Participant who is\nmarried on the \"annuity starting date\" and who does not die before the \"annuity\nstarting date\" shall receive the value of all of his benefits in the form of a\njoint and survivor annuity. The joint and survivor annuity is an annuity that\ncommences immediately and shall be equal in value to a single life annuity. Such\njoint and survivor benefits following the Participant's death shall continue to\nthe spouse during the spouse's lifetime at a rate equal to 50% of the rate at\nwhich such benefits were payable to the Participant. This joint and 50% survivor\nannuity shall be considered the designated qualified joint and survivor annuity\nand automatic form of payment for the purposes of this Plan. However, the\nParticipant may elect to receive a smaller annuity benefit with continuation of\npayments to the spouse at a rate of seventy-five percent (75%) or one hundred\npercent (100%) of the rate payable to a Participant during his lifetime, which\nalternative joint and survivor annuity shall be equal in value to the automatic\njoint and 50% survivor annuity. An unmarried Participant shall receive the value\nof his benefit in the form of a life annuity. Such unmarried Participant,\nhowever, may elect in writing to waive the life annuity. The election must\ncomply with the provisions of this Section as if it were an election to waive\nthe joint and survivor annuity by a married Participant, but without the spousal\nconsent requirement. The Participant may elect to have any annuity provided for\nin this Section distributed upon the attainment of the \"earliest retirement age\"\nunder the Plan. The \"earliest retirement age\" is the earliest date on which,\nunder the Plan, the Participant could elect to receive retirement benefits.\n\n          (2) Any election to waive the joint and survivor annuity must be made\n     by the Participant in writing during the election period and be consented\n     to by the Participant's spouse. If the spouse is legally incompetent to\n     give consent, the spouse's legal guardian, even if such guardian is the\n     Participant, may give consent. Such election shall designate a Beneficiary\n     (or a form of benefits) that may not be changed without spousal consent\n     (unless the consent of the spouse expressly permits designations by the\n     Participant without the requirement of further consent by the spouse). Such\n     spouse's consent shall be irrevocable and must acknowledge the effect of\n     such election and be witnessed by a Plan representative or a notary public.\n     Such consent shall not be required if it is established to the\n\n\n                                      -56-\n\n\n     satisfaction of the Administrator that the required consent cannot be\n     obtained because there is no spouse, the spouse cannot be located, or other\n     circumstances that may be prescribed by Regulations. The election made by\n     the Participant and consented to by his spouse may be revoked by the\n     Participant in writing without the consent of the spouse at any time during\n     the election period. The number of revocations shall not be limited. Any\n     new election must comply with the requirements of this paragraph. A former\n     spouse's waiver shall not be binding on a new spouse.\n\n          (3) The election period to waive the joint and survivor annuity shall\n     be the 90 day period ending on the \"annuity starting date.\"\n\n          (4) For purposes of this Section, the \"annuity starting date\" means\n     the first day of the first period for which an amount is paid as an\n     annuity, or, in the case of a benefit not payable in the form of an\n     annuity, the first day on which all events have occurred which entitle the\n     Participant to such benefit.\n\n          (5) With regard to the election, the Administrator shall provide to\n     the Participant no less than 30 days and no more than 90 days before the\n     \"annuity starting date\" a written explanation of:\n\n               (i) the terms and conditions of the joint and survivor annuity,\n          and\n\n               (ii) the Participant's right to make, and the effect of, an\n          election to waive the joint and survivor annuity, and\n\n               (iii) the right of the Participant's spouse to consent to any\n          election to waive the joint and survivor annuity, and\n\n               (iv) the right of the Participant to revoke such election, and\n          the effect of such revocation.\n\n     (b) In the event a married Participant duly elects pursuant to paragraph\n(a)(2) above not to receive his benefit in the form of a joint and survivor\nannuity, or if such Participant is not married, in the form of a life annuity,\nthe Administrator, pursuant to the election of the Participant, shall direct the\nTrustee to distribute to a Participant or his Beneficiary any amount to which he\nis entitled under the Plan in one lump-sum payment in cash or in property.\n\n     (c) The present value of a Participant's joint and survivor annuity derived\nfrom Employer and Employee contributions may not be paid without his written\nconsent if the value exceeds, or has ever exceeded, $3,500 at the time of \n\n\n                                      -57-\n\n\nany prior distribution. Further, the spouse of a Participant must consent in\nwriting to any immediate distribution. If the value of the Participant's benefit\nderived from Employer and Employee contributions does not exceed $3,500 and has\nnever exceeded $3,500 at the time of any prior distribution, the Administrator\nmay immediately distribute such benefit without such Participant's consent. No\ndistribution may be made under the preceding sentence after the \"annuity\nstarting date\" unless the Participant and his spouse consent in writing to such\ndistribution. Any written consent required under this paragraph must be obtained\nnot more than 90 days before commencement of the distribution and shall be made\nin a manner consistent with Section 6.5(a)2.\n\n     (d) Any distribution to a Participant who has a benefit which exceeds, or\nhas ever exceeded, $3,500 at the time of any prior distribution shall require\nsuch Participant's consent if such distribution commences prior to the later of\nhis Normal Retirement Age or age 62. With regard to this required consent:\n\n          (1) No consent shall be valid unless the Participant has received a\n     general description of the material features and an explanation of the\n     relative values of the optional forms of benefit available under the Plan\n     that would satisfy the notice requirements of Code Section 417.\n\n          (2) The Participant must be informed of his right to defer receipt of\n     the distribution. If a Participant fails to consent, it shall be deemed an\n     election to defer the commencement of payment of any benefit. However, any\n     election to defer the receipt of benefits shall not apply with respect to\n     distributions which are required under Section 6.5(e).\n\n          (3) Notice of the rights specified under this paragraph shall be\n     provided no less than 30 days and no more than 90 days before the \"annuity\n     starting date\". \n\n          (4) Written consent of the Participant to the distribution must not be\n     made before the Participant receives the notice and must not be made more\n     than 90 days before the \"annuity starting date\".\n\n          (5) No consent shall be valid if a significant detriment is imposed\n     under the Plan on any Participant who does not consent to the distribution.\n\n     (e) Notwithstanding any provision in the Plan to the contrary, the\ndistribution of a Participant's benefits, whether under the Plan or through the\npurchase of an annuity contract, shall be made in accordance with the following\nrequirements and shall otherwise comply with Code Section 401(a)(9) and the\nRegulations thereunder (including Regulation 1.401(a)(9)-2), the provisions of\nwhich are incorporated herein by reference:\n\n\n                                      -58-\n\n\n          (1) A Participant's benefits shall be distributed to him not later\n     than April 1st of the calendar year following the later of (i) the calendar\n     year in which the Participant attains age 70 1\/2 or (ii) the calendar year\n     in which the Participant retires, provided, however, that this clause (ii)\n     shall not apply in the case of a Participant who is a \"five (5) percent\n     owner\" at any time during the five (5) Plan Year period ending in the\n     calendar year in which he attains age 70 1\/2 or, in the case of a\n     Participant who becomes a \"five (5) percent owner\" during any subsequent\n     Plan Year, clause (ii) shall no longer apply and the required beginning\n     date shall be the April 1st of the calendar year following the calendar\n     year in which such subsequent Plan Year ends. Alternatively, if the\n     distribution is to be in the form of a joint and survivor annuity or single\n     life annuity as provided in paragraph (a)(1) above, then distributions must\n     begin no later than the applicable April 1st as determined under the\n     preceding sentence and must be made over the life of the Participant (or\n     the lives of the Participant and the Participant's designated Beneficiary)\n     in accordance with Regulations. Notwithstanding the foregoing, clause (ii)\n     above shall not apply to any Participant unless the Participant had\n     attained age 70 1\/2 before January 1, 1988 and was not a \"five (5) percent\n     owner\" at any time during the Plan Year ending with or within the calendar\n     year in which the Participant attained age 66 1\/2 or any subsequent Plan\n     Year.\n\n          (2) Distributions to a Participant and his Beneficiaries shall only be\n     made in accordance with the incidental death benefit requirements of Code\n     Section 401(a)(9)(G) and the Regulations thereunder.\n\n     (f) All annuity Contracts under this Plan shall be non-transferable when\ndistributed. Furthermore, the terms of any annuity Contract purchased and\ndistributed to a Participant or spouse shall comply with all of the requirements\nof the Plan.\n\n     (g) If a distribution is made at a time when a Participant is not fully\nVested in his Participant's Account (employment has not terminated) and the\nParticipant may increase the Vested percentage in such account:\n\n          (1) a separate account shall be established for the Participant's\n     interest in the Plan as of the time of the distribution; and\n\n          (2) at any relevant time, the Participant's Vested portion of the\n     separate account shall be equal to an amount (\"X\") determined by the\n     formula:\n\n     X equals P(AB plus (R x D)) - (R x D)\n\n\n                                      -59-\n\n\n     For purposes of applying the formula: P is the Vested percentage at the\nrelevant time, AB is the account balance at the relevant time, D is the amount\nof distribution, and R is the ratio of the account balance at the relevant time\nto the account balance after distribution.\n\n6.6   DISTRIBUTION OF BENEFITS UPON DEATH\n\n     (a) Unless otherwise elected as provided below, a Vested Participant who\ndies before the annuity starting date and who has a surviving spouse shall have\nhis death benefit paid to his surviving spouse in the form of a Pre-Retirement\nSurvivor Annuity. The Participant's spouse may direct that payment of the\nPre-Retirement Survivor Annuity commence within a reasonable period after the\nParticipant's death. If the spouse does not so direct, payment of such benefit\nwill commence at the time the Participant would have attained the later of his\nNormal Retirement Age or age 62. However, the spouse may elect a later\ncommencement date. Any distribution to the Participant's spouse shall be subject\nto the rules specified in Section 6.6(g)\n\n     (b) Any election to waive the Pre-Retirement Survivor Annuity before the\nParticipant's death must be made by the Participant in writing during the\nelection period and shall require the spouse's irrevocable consent in the same\nmanner provided for in Section 6.5(a)(2). Further, the spouse's consent must\nacknowledge the specific nonspouse Beneficiary. Notwithstanding the foregoing,\nthe nonspouse Beneficiary need not be acknowledged, provided the consent of the\nspouse acknowledges that the spouse has the right to limit consent only to a\nspecific Beneficiary and that the spouse voluntarily elects to relinquish such\nright.\n\n     (c) The election period to waive the Pre-Retirement Survivor Annuity shall\nbegin on the first day of the Plan Year in which the Participant attains age 35\nand end on the date of the Participant's death. An earlier waiver (with spousal\nconsent) may be made provided a written explanation of the Pre-Retirement\nSurvivor Annuity is given to the Participant and such waiver becomes invalid at\nthe beginning of the Plan Year in which the Participant turns age 35. In the\nevent a Vested Participant separates from service prior to the beginning of the\nelection period, the election period shall begin on the date of such separation\nfrom service.\n\n     (d) With regard to the election, the Administrator shall provide each\nParticipant within the applicable period, with respect to such Participant (and\nconsistent with Regulations), a written explanation of the Pre-Retirement\nSurvivor Annuity containing comparable information to that required pursuant to\nSection 6.5(a)(5). For the purposes of this paragraph, the term \"applicable\nperiod\" means, with respect to a Participant, whichever of the following periods\nends last:\n\n\n                                      -60-\n\n\n          (1) The period beginning with the first day of the Plan Year in which\n     the Participant attains age 32 and ending with the close of the Plan Year\n     preceding the Plan Year in which the Participant attains age 35;\n\n          (2) A reasonable period after the individual becomes a Participant;\n\n          (3) A reasonable period ending after the Plan no longer fully\n     subsidizes the cost of the Pre-Retirement Survivor Annuity with respect to\n     the Participant;\n\n          (4) A reasonable period ending after Code Section 401(a)(11) applies\n     to the Participant; or\n\n          (5) A reasonable period after separation from service in the case of a\n     Participant who separates before attaining age 35. For this purpose, the\n     Administrator must provide the explanation beginning one year before the\n     separation from service and ending one year after such separation. If such\n     a Participant thereafter returns to employment with the Employer, the\n     applicable period for such Participant shall be redetermined.\n\n     For purposes of applying this Section 6.6(d), a reasonable period ending\nafter the enumerated events described in paragraphs (2), (3) and (4) is the end\nof the two year period beginning one year prior to the date the applicable event\noccurs, and ending one year after that date.\n\n     (e) If the present value of the Pre-Retirement Survivor Annuity derived\nfrom Employer and Employee contributions does not exceed $3,500 and has never\nexceeded $3,500 at the time of any prior distribution, the Administrator shall\ndirect the immediate distribution of such amount to the Participant's spouse. No\ndistribution may be made under the preceding sentence after the annuity starting\ndate unless the spouse consents in writing. If the value exceeds, or has ever\nexceeded, $3,500 at the time of any prior distribution, an immediate\ndistribution of the entire amount may be made to the surviving spouse, provided\nsuch surviving spouse consents in writing to such distribution. Any written\nconsent required under this paragraph must be obtained not more than 90 days\nbefore commencement of the distribution and shall be made in a manner consistent\nwith Section 6.5(a)(2).\n\n     (f) In the event the death benefit is not paid in the form of a\nPre-Retirement Survivor Annuity, it shall be paid to the Participant's\nBeneficiary in one lump sum in cash or in property.\n\n     (g) Notwithstanding any provision in the Plan to the contrary,\ndistributions upon the death of a Participant shall be made in accordance with\nthe \n\n\n                                      -61-\n\n\nfollowing requirements and shall otherwise comply with Code Section 401(a)(9)\nand the Regulations thereunder. If the death benefit is paid in the form of a\nPre-Retirement Survivor Annuity, then distributions to the Participant's\nsurviving spouse must commence on or before the later of: (1) December 31st of\nthe calendar year immediately following the calendar year in which the\nParticipant died; or (2) December 31st of the calendar year in which the\nParticipant would have attained age 70 1\/2. If it is determined pursuant to\nRegulations that the distribution of a Participant's interest has begun and the\nParticipant dies before his entire interest has been distributed to him, the\nremaining portion of such interest shall be distributed at least as rapidly as\nunder the method of distribution selected pursuant to Section 6.5 as of his date\nof death. If a Participant dies before he has begun to receive any distributions\nof his interest under the Plan or before distributions are deemed to have begun\npursuant to Regulations (and distributions are not to be made in the form of a\nPre-Retirement Survivor Annuity), then his death benefit shall be distributed to\nhis Beneficiaries by December 31st of the calendar year in which the fifth\nanniversary of his date of death occurs.\n\n     However, the 5-year distribution requirement of the preceding paragraph\nshall not apply to any portion of the deceased Participant's interest which is\npayable to or for the benefit of a designated Beneficiary. In such event, such\nportion may, at the election of the Participant (or the Participant's designated\nBeneficiary), be distributed over the life of such designated Beneficiary (or\nover a period not extending beyond the life expectancy of such designated\nBeneficiary) provided such distribution begins not later than December 31st of\nthe calendar year immediately following the calendar year in which the\nParticipant died. However, in the event the Participant's spouse (determined as\nof the date of the Participant's death) is his Beneficiary, the requirement that\ndistributions commence within one year of a Participant's death shall not apply.\nIn lieu thereof, distributions must commence on or before the later of: (1)\nDecember 31st of the calendar year immediately following the calendar year in\nwhich the Participant died; or (2) December 31st of the calendar year in which\nthe Participant would have attained age 70 1\/2. If the surviving spouse dies\nbefore distributions to such spouse begin, then the 5-year distribution\nrequirement of this Section shall apply as if the spouse was the Participant.\n\n6.7   TIME OF SEGREGATION OR DISTRIBUTION\n\n     Except as limited by Sections 6.5 and 6.6, whenever the Trustee is to make\na distribution or to commence a series of payments on or as of an Anniversary\nDate, the distribution may be made or begun on such date or as soon thereafter\nas is practicable. However, unless a Former Participant elects in writing to\ndefer the receipt of benefits (such election may not result in a death benefit\nthat is more than incidental), the payment of benefits shall begin not later\nthan the 60th day after the close of the Plan Year in which the latest of the\nfollowing events occurs: (a) \n\n\n                                      -62-\n\n\nthe date on which the Participant attains the earlier of age 65 or the Normal\nRetirement Age specified herein; (b) the 10th anniversary of the year in which\nthe Participant commenced participation in the Plan; or (c) the date the\nParticipant terminates his service with the Employer.\n\n6.8   DISTRIBUTION FOR MINOR BENEFICIARY\n\n     In the event a distribution is to be made to a minor, then the\nAdministrator may direct that such distribution be paid to the legal guardian,\nor if none, to a parent of such Beneficiary or a responsible adult with whom the\nBeneficiary maintains his residence, or to the custodian for such Beneficiary\nunder the Uniform Gift to Minors Act or Gift to Minors Act, if such is permitted\nby the laws of the state in which said Beneficiary resides. Such a payment to\nthe legal guardian, custodian or parent of a minor Beneficiary shall fully\ndischarge the Trustee, Employer, and Plan from further liability on account\nthereof.\n\n6.9   LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN\n\n     In the event that all, or any portion, of the distribution payable to a\nParticipant or his Beneficiary hereunder shall, at the later of the\nParticipant's attainment of age 62 or his Normal Retirement Age, remain unpaid\nsolely by reason of the inability of the Administrator, after sending a\nregistered letter, return receipt requested, to the last known address, and\nafter further diligent effort, to ascertain the whereabouts of such Participant\nor his Beneficiary, the amount so distributable shall be treated as a Forfeiture\npursuant to the Plan. In the event a Participant or Beneficiary is located\nsubsequent to his benefit being reallocated, such benefit shall be restored.\n\n6.10  PRE-RETIREMENT DISTRIBUTION\n\n     At such time as a Participant shall have attained the age of 59-1\/2 years,\nthe Administrator, at the election of the Participant, shall direct the Trustee\nto distribute all or a portion of the amount then credited to the accounts\nmaintained on behalf of the Participant. However, no distribution from the\nParticipant's Account shall occur prior to 100% vesting. In the event that the\nAdministrator makes such a distribution, the Participant shall continue to be\neligible to participate in the Plan on the same basis as any other Employee. Any\ndistribution made pursuant to this Section shall be made in a manner consistent\nwith Section 6.5, including, but not limited to, all notice and consent\nrequirements of Code Sections 417 and 411(a)(11) and the Regulations thereunder.\n\n     Notwithstanding the above, pre-retirement distributions from a\nParticipant's Elective Account shall not be permitted prior to the Participant\nattaining age 59-1\/2 except as otherwise permitted under the terms of the Plan.\n\n\n                                      -63-\n\n\n6.11  ADVANCE DISTRIBUTION FOR HARDSHIP\n\n     (a) The Administrator, at the election of the Participant, shall direct the\nTrustee to distribute to any Participant in any one Plan Year up to the lesser\nof 100% of his Participant's Elective Account valued as of the last Anniversary\nDate or other valuation date or the amount necessary to satisfy the immediate\nand heavy financial need of the Participant. Any distribution made pursuant to\nthis Section shall be deemed to be made as of the first day of the Plan Year or,\nif later, the valuation date immediately preceding the date of distribution, and\nthe Participant's Elective Account shall be reduced accordingly. The\ndetermination of whether an immediate and heavy financial need exists shall be\nbased on all relevant facts and circumstances including, but not limited to, any\namounts necessary to pay any federal, state, or local income taxes or penalties\nreasonably anticipated to result from the distribution. A need shall not be\ndisqualified because it was reasonably foreseeable or voluntarily incurred.\nWithdrawal under this Section shall be authorized if the distribution is on\naccount of:\n\n          (1) Expenses for medical care described in Code Section 213(d)\n     previously incurred by the Participant, his spouse, or any of his\n     dependents (as defined in Code Section 152) or necessary for these persons\n     to obtain medical care;\n\n          (2) The costs directly related to the purchase of a principal\n     residence for the Participant (excluding mortgage payments);\n\n          (3) Funeral expenses for a member of the Participant's family;\n\n          (4) Payment of tuition and related educational fees for the next\n     twelve (12) months of postsecondary education for the Participant, his\n     spouse, children, or dependents; or\n\n          (5) Payments necessary to prevent the eviction of the Participant from\n     his principal residence or foreclosure on the mortgage of the Participant's\n     principal residence.\n\n     (b) No distribution shall be made pursuant to this Section unless the\nAdministrator determines, based upon all relevant facts and circumstances, that\nthe amount to be distributed is not in excess of the amount required to relieve\nthe financial need and that such need cannot be satisfied from other resources\nreasonably available to the Participant. For this purpose, the Participant's\nresources shall be deemed to include those assets of his spouse and minor\nchildren that are reasonably available to the Participant. A distribution may be\ntreated as necessary to satisfy a financial need if the Administrator relies\nupon the Participant's representation that the need cannot be relieved:\n\n\n                                      -64-\n\n\n          (1) Through reimbursement or compensation by insurance or otherwise;\n\n          (2) By reasonable liquidation of the Participant's assets, to the\n     extent such liquidation would not itself increase the amount of the need;\n\n          (3) By cessation of elective deferrals under the Plan; or\n\n          (4) By other distributions or loans from the Plan or any other\n     qualified retirement plan, or by borrowing from commercial sources on\n     reasonable commercial terms, to the extent such amounts would not\n     themselves increase the amount of the need.\n\n     (c) Notwithstanding the above, distributions from the Participant's\nElective Account pursuant to this Section shall be limited solely to the\nParticipant's total Deferred Compensation as of the date of distribution,\nreduced by the amount of any previous distributions pursuant to this Section and\nSection 6.10.\n\n     (d) Any distribution made pursuant to this Section shall be made in a\nmanner which is consistent with and satisfies the provisions of Section 6.5,\nincluding, but not limited to, all notice and consent requirements of Code\nSections 417 and 411(a)(11) and the Regulations thereunder.\n\n6.12  QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION\n\n     All rights and benefits, including elections, provided to a Participant in\nthis Plan shall be subject to the rights afforded to any \"alternate payee\" under\na \"qualified domestic relations order.\" Furthermore, a distribution to an\n\"alternate payee\" shall be permitted if such distribution is authorized by a\n\"qualified domestic relations order,\" even if the affected Participant has not\nseparated from service and has not reached the \"earliest retirement age\" under\nthe Plan. For the purposes of this Section, \"alternate payee,\" \"qualified\ndomestic relations order\" and \"earliest retirement age\" shall have the meaning\nset forth under Code Section 414(p).\n\n                                   ARTICLE VII\n\n                                     TRUSTEE\n\n7.1   BASIC RESPONSIBILITIES OF THE TRUSTEE\n\n     The Trustee shall have the following categories of responsibilities:\n\n          (a) Consistent with the \"funding policy and method\" determined by the\n     Employer, to invest, manage, and control the Plan assets subject, however,\n     to the\n\n\n                                      -65-\n\n\n     direction of an Investment Manager if the Trustee should appoint such\n     manager as to all or a portion of the assets of the Plan;\n\n          (b) At the direction of the Administrator, to pay benefits required\n     under the Plan to be paid to Participants, or, in the event of their death,\n     to their Beneficiaries;\n\n          (c) To maintain records of receipts and disbursements and furnish to\n     the Employer and\/or Administrator for each Plan Year a written annual\n     report per Section 7.7; and\n\n          (d) If there shall be more than one Trustee, they shall act by a\n     majority of their number, but may authorize one or more of them to sign\n     papers on their behalf.\n\n7.2   INVESTMENT POWERS AND DUTIES OF THE TRUSTEE\n\n     (a) The Trustee shall invest and reinvest the Trust Fund to keep the Trust\nFund invested without distinction between principal and income and in such\nsecurities or property, real or personal, wherever situated, as the Trustee\nshall deem advisable, including, but not limited to, stocks, common or\npreferred, bonds and other evidences of indebtedness or ownership, and real\nestate or any interest therein. The Trustee shall at all times in making\ninvestments of the Trust Fund consider, among other factors, the short and\nlong-term financial needs of the Plan on the basis of information furnished by\nthe Employer. In making such investments, the Trustee shall not be restricted to\nsecurities or other property of the character expressly authorized by the\napplicable law for trust investments; however, the Trustee shall give due regard\nto any limitations imposed by the Code or the Act so that at all times the Plan\nmay qualify as a qualified Profit Sharing Plan and Trust.\n\n          (b) The Trustee may employ a bank or trust company pursuant to the\n     terms of its usual and customary bank agency agreement, under which the\n     duties of such bank or trust company shall be of a custodial, clerical and\n     record-keeping nature.\n\n          (c) At the election of each Participant, the Trustee, at the direction\n     of the Administrator, shall apply for, own, and pay premiums on Contracts\n     on the lives of the Participants. If a life insurance Policy is to be\n     purchased for a Participant, the aggregate premium for ordinary life\n     insurance for each Participant must be less than 50% of the aggregate of\n     the contributions and Forfeitures to the credit of the Participant at any\n     particular time. If term insurance is purchased with such contributions,\n     the aggregate premium must be less than 25% of the aggregate contributions\n     and Forfeitures allocated to a Participant's Combined\n\n\n                                      -66-\n\n\n     Account. If both term insurance and ordinary life insurance are purchased\n     with such contributions, the amount expended for term insurance plus\n     one-half (1\/2) of the premium for ordinary life insurance may not in the\n     aggregate exceed 25% of the aggregate contributions and Forfeitures\n     allocated to a Participant's Combined Account. The Trustee must convert the\n     entire value of the life insurance Contracts at or before retirement into\n     cash or provide for a periodic income so that no portion of such value may\n     be used to continue life insurance protection beyond retirement, or\n     distribute the Contracts to the Participant. In the event of any conflict\n     between the terms of this Plan and the terms of any insurance Contract\n     purchased hereunder, the Plan provisions shall control.\n\n7.3   OTHER POWERS OF THE TRUSTEE\n\n     The Trustee, in addition to all powers and authorities under common law,\nstatutory authority, including the Act, and other provisions of the Plan, shall\nhave the following powers and authorities, to be exercised in the Trustee's sole\ndiscretion:\n\n          (a) To purchase, or subscribe for, any securities or other property\n     and to retain the same. In conjunction with the purchase of securities,\n     margin accounts may be opened and maintained;\n\n          (b) To sell, exchange, convey, transfer, grant options to purchase, or\n     otherwise dispose of any securities or other property held by the Trustee,\n     by private contract or at public auction. No person dealing with the\n     Trustee shall be bound to see to the application of the purchase money or\n     to inquire into the validity, expediency, or propriety of any such sale or\n     other disposition, with or without advertisement;\n\n          (c) To vote upon any stocks, bonds, or other securities; to give\n     general or special proxies or powers of attorney with or without power of\n     substitution; to exercise any conversion privileges, subscription rights or\n     other options, and to make any payments incidental thereto; to oppose, or\n     to consent to, or otherwise participate in, corporate reorganizations or\n     other changes affecting corporate securities, and to delegate discretionary\n     powers, and to pay any assessments or charges in connection therewith; and\n     generally to exercise any of the powers of an owner with respect to stocks,\n     bonds, securities, or other property;\n\n          (d) To cause any securities or other property to be registered in the\n     Trustee's own name or in the name of one or more of the Trustee's nominees,\n     and to hold any investments in bearer form, but the books and records of\n     the Trustee shall at all times show that all such investments are part of\n     the Trust Fund;\n\n\n                                      -67-\n\n\n          (e) To borrow or raise money for the purposes of the Plan in such\n     amount, and upon such terms and conditions, as the Trustee shall deem\n     advisable; and for any sum so borrowed, to issue a promissory note as\n     Trustee, and to secure the repayment thereof by pledging all, or any part,\n     of the Trust Fund; and no person lending money to the Trustee shall be\n     bound to see to the application of the money lent or to inquire into the\n     validity, expediency, or propriety of any borrowing;\n\n          (f) To keep such portion of the Trust Fund in cash or cash balances as\n     the Trustee may, from time to time, deem to be in the best interests of the\n     Plan, without liability for interest thereon;\n\n          (g) To accept and retain for such time as the Trustee may deem\n     advisable any securities or other property received or acquired as Trustee\n     hereunder, whether or not such securities or other property would normally\n     be purchased as investments hereunder;\n\n          (h) To make, execute, acknowledge, and deliver any and all documents\n     of transfer and conveyance and any and all other instruments that may be\n     necessary or appropriate to carry out the powers herein granted;\n\n          (i) To settle, compromise, or submit to arbitration any claims, debts,\n     or damages due or owing to or from the Plan, to commence or defend suits or\n     legal or administrative proceedings, and to represent the Plan in all suits\n     and legal and administrative proceedings;\n\n          (j) To employ suitable agents and counsel and to pay their reasonable\n     expenses and compensation, and such agent or counsel may or may not be\n     agent or counsel for the Employer;\n\n          (k) To apply for and procure from responsible insurance companies, to\n     be selected by the Administrator, as an investment of the Trust Fund such\n     annuity, or other Contracts (on the life of any Participant) as the\n     Administrator shall deem proper; to exercise, at any time or from time to\n     time, whatever rights and privileges may be granted under such annuity, or\n     other Contracts; to collect, receive, and settle for the proceeds of all\n     such annuity or other Contracts as and when entitled to do so under the\n     provisions thereof;\n\n          (l) To invest funds of the Trust in time deposits or savings accounts\n     bearing a reasonable rate of interest in the Trustee's bank;\n\n          (m) To invest in Treasury Bills and other forms of United States\n     government obligations;\n\n\n                                      -68-\n\n\n          (n) To invest in shares of investment companies registered under the\n     Investment Company Act of 1940;\n\n          (o) To sell, purchase and acquire put or call options if the options\n     are traded on and purchased through a national securities exchange\n     registered under the Securities Exchange Act of 1934, as amended, or, if\n     the options are not traded on a national securities exchange, are\n     guaranteed by a member firm of the New York Stock Exchange;\n\n          (p) To deposit monies in federally insured savings accounts or\n     certificates of deposit in banks or savings and loan associations;\n\n          (q) To pool all or any of the Trust Fund, from time to time, with\n     assets belonging to any other qualified employee pension benefit trust\n     created by the Employer or an affiliated company of the Employer, and to\n     commingle such assets and make joint or common investments and carry joint\n     accounts on behalf of this Plan and such other trust or trusts, allocating\n     undivided shares or interests in such investments or accounts or any pooled\n     assets of the two or more trusts in accordance with their respective\n     interests;\n\n          (r) To do all such acts and exercise all such rights and privileges,\n     although not specifically mentioned herein, as the Trustee may deem\n     necessary to carry out the purposes of the Plan.\n\n          (s) Directed Investment Account. The powers granted to the Trustee\n     shall be exercised in the sole fiduciary discretion of the Trustee.\n     However, if Participants are so empowered by the Administrator, each\n     Participant may direct the Trustee to separate and keep separate all or a\n     portion of his account; and further each Participant is authorized and\n     empowered, in his sole and absolute discretion, to give directions to the\n     Trustee pursuant to the procedure established by the Administrator and in\n     such form as the Trustee may require concerning the investment of the\n     Participant's Directed Investment Account. The Trustee shall comply as\n     promptly as practicable with directions given by the Participant hereunder.\n     The Trustee may refuse to comply with any direction from the Participant in\n     the event the Trustee, in its sole and absolute discretion, deems such\n     directions improper by virtue of applicable law. The Trustee shall not be\n     responsible or liable for any loss or expense which may result from the\n     Trustee's refusal or failure to comply with any directions from the\n     Participant. Any costs and expenses related to compliance with the\n     Participant's directions shall be borne by the Participant's Directed\n     Investment Account.\n\n                                      -69-\n\n\n7.4   LOANS TO PARTICIPANTS\n\n     (a) The Trustee may, in the Trustee's discretion, make loans to\nParticipants and Beneficiaries under the following circumstances: (1) loans\nshall be made available to all Participants and Beneficiaries on a reasonably\nequivalent basis; (2) loans shall not be made available to Highly Compensated\nEmployees in an amount greater than the amount made available to other\nParticipants and Beneficiaries; (3) loans shall bear a reasonable rate of\ninterest; (4) loans shall be adequately secured; and (5) shall provide for\nrepayment over a reasonable period of time.\n\n     (b) Loans made pursuant to this Section (when added to the outstanding\nbalance of all other loans made by the Plan to the Participant) shall be limited\nto the lesser of:\n\n          (1) $50,000 reduced by the excess (if any) of the highest outstanding\n     balance of loans from the Plan to the Participant during the one year\n     period ending on the day before the date on which such loan is made, over\n     the outstanding balance of loans from the Plan to the Participant on the\n     date on which such loan was made, or\n\n          (2) one-half (1\/2) of the present value of the non-forfeitable accrued\n     benefit of the Participant under the Plan.\n\n     (c) Loans shall provide for level amortization with payments to be made not\nless frequently than quarterly over a period not to exceed five (5) years.\nHowever, loans used to acquire any dwelling unit which, within a reasonable\ntime, is to be used (determined at the time the loan is made) as a principal\nresidence of the Participant shall provide for periodic repayment over a\nreasonable period of time that may exceed five (5) years.\n\n     (d) Any loan made pursuant to this Section where the Vested interest of the\nParticipant is used to secure such loan shall require the written consent of the\nParticipant's spouse in a manner consistent with Section 6.5(a). Such written\nconsent must be obtained within the 90-day period prior to the date the loan is\nmade. However, no spousal consent shall be required under this paragraph if the\ntotal accrued benefit subject to the security is not in excess of $3,500.\n\n     (e) Any loans granted or renewed shall be made pursuant to a Participant\nloan program. Such loan program shall be established in writing and must\ninclude, but need not be limited to, the following:\n\n          (1) the identity of the person or positions authorized to administer\n     the Participant loan program;\n\n          (2) a procedure for applying for loans;\n\n\n                                      -70-\n\n\n          (3) the basis on which loans will be approved or denied;\n\n          (4) limitations, if any, on the types and amounts of loans offered;\n\n          (5) the procedure under the program for determining a reasonable rate\n     of interest;\n\n          (6) the types of collateral which may secure a Participant loan; and\n\n          (7) the events constituting default and the steps that will be taken\n     to preserve Plan assets.\n\n     Such Participant loan program shall be contained in a separate written\ndocument which, when properly executed, is hereby incorporated by reference and\nmade a part of the Plan. Furthermore, such Participant loan program may be\nmodified or amended in writing from time to time without the necessity of\namending this Section.\n\n7.5   DUTIES OF THE TRUSTEE REGARDING PAYMENTS\n\n     At the direction of the Administrator, the Trustee shall, from time to\ntime, in accordance with the terms of the Plan, make payments out of the Trust\nFund. The Trustee shall not be responsible in any way for the application of\nsuch payments.\n\n7.6   TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES\n\n     The Trustee shall be paid such reasonable compensation as shall from time\nto time be agreed upon in writing by the Employer and the Trustee. An individual\nserving as Trustee who already receives full-time pay from the Employer shall\nnot receive compensation from the Plan. In addition, the Trustee shall be\nreimbursed for any reasonable expenses, including reasonable counsel fees\nincurred by it as Trustee. Such compensation and expenses shall be paid from the\nTrust Fund unless paid or advanced by the Employer. All taxes of any kind and\nall kinds whatsoever that may be levied or assessed under existing or future\nlaws upon, or in respect of, the Trust Fund or the income thereof, shall be paid\nfrom the Trust Fund.\n\n7.7   ANNUAL REPORT OF THE TRUSTEE\n\n     Within a reasonable period of time after the later of the Anniversary Date\nor receipt of the Employer's contribution for each Plan Year, the Trustee shall\nfurnish to the Employer and Administrator a written statement of account with\nrespect to the Plan Year for which such contribution was made setting forth:\n\n          (a) the net income, or loss, of the Trust Fund;\n\n\n                                      -71-\n\n\n          (b) the gains, or losses, realized by the Trust Fund upon sales or\n     other disposition of the assets;\n\n          (c) the increase, or decrease, in the value of the Trust Fund;\n\n          (d) all payments and distributions made from the Trust Fund; and\n\n          (e) such further information as the Trustee and\/or Administrator deems\n     appropriate. The Employer, forthwith upon its receipt of each such\n     statement of account, shall acknowledge receipt thereof in writing and\n     advise the Trustee and\/or Administrator of its approval or disapproval\n     thereof. Failure by the Employer to disapprove any such statement of\n     account within thirty (30) days after its receipt thereof shall be deemed\n     an approval thereof. The approval by the Employer of any statement of\n     account shall be binding as to all matters embraced therein as between the\n     Employer and the Trustee to the same extent as if the account of the\n     Trustee had been settled by judgment or decree in an action for a judicial\n     settlement of its account in a court of competent jurisdiction in which the\n     Trustee, the Employer and all persons having or claiming an interest in the\n     Plan were parties; provided, however, that nothing herein contained shall\n     deprive the Trustee of its right to have its accounts judicially settled if\n     the Trustee so desires.\n\n7.8   AUDIT\n\n     (a) If an audit of the Plan's records shall be required by the Act and the\nregulations thereunder for any Plan Year, the Administrator shall direct the\nTrustee to engage on behalf of all Participants an independent qualified public\naccountant for that purpose. Such accountant shall, after an audit of the books\nand records of the Plan in accordance with generally accepted auditing\nstandards, within a reasonable period after the close of the Plan Year, furnish\nto the Administrator and the Trustee a report of his audit setting forth his\nopinion as to whether any statements, schedules or lists that are required by\nAct Section 103 or the Secretary of Labor to be filed with the Plan's annual\nreport, are presented fairly in conformity with generally accepted accounting\nprinciples applied consistently. All auditing and accounting fees shall be an\nexpense of and may, at the election of the Administrator, be paid from the Trust\nFund.\n\n     (b) If some or all of the information necessary to enable the Administrator\nto comply with Act Section 103 is maintained by a bank, insurance company, or\nsimilar institution, regulated and supervised and subject to periodic\nexamination by a state or federal agency, it shall transmit and certify the\naccuracy of that information to the Administrator as provided in Act Section\n103(b) within one hundred twenty (120) days after the end of the Plan Year or by\nsuch other date as may be prescribed under regulations of the Secretary of\nLabor.\n\n                                      -72-\n\n\n7.9   RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE\n\n     (a) The Trustee may resign at any time by delivering to the Employer, at\nleast thirty (30) days before its effective date, a written notice of his\nresignation.\n\n     (b) The Employer may remove the Trustee by mailing by registered or\ncertified mail, addressed to such Trustee at his last known address, at least\nthirty (30) days before its effective date, a written notice of his removal.\n\n     (c) Upon the death, resignation, incapacity, or removal of any Trustee, a\nsuccessor may be appointed by the Employer; and such successor, upon accepting\nsuch appointment in writing and delivering same to the Employer, shall, without\nfurther act, become vested with all the estate, rights, powers, discretions, and\nduties of his predecessor with like respect as if he were originally named as a\nTrustee herein. Until such a successor is appointed, the remaining Trustee or\nTrustees shall have full authority to act under the terms of the Plan.\n\n     (d) The Employer may designate one or more successors prior to the death,\nresignation, incapacity, or removal of a Trustee. In the event a successor is so\ndesignated by the Employer and accepts such designation, the successor shall,\nwithout further act, become vested with all the estate, rights, powers,\ndiscretions, and duties of his predecessor with the like effect as if he were\noriginally named as Trustee herein immediately upon the death, resignation,\nincapacity, or removal of his predecessor.\n\n     (e) Whenever any Trustee hereunder ceases to serve as such, he shall\nfurnish to the Employer and Administrator a written statement of account with\nrespect to the portion of the Plan Year during which he served as Trustee. This\nstatement shall be either (i) included as part of the annual statement of\naccount for the Plan Year required under Section 7.7 or (ii) set forth in a\nspecial statement. Any such special statement of account should be rendered to\nthe Employer no later than the due date of the annual statement of account for\nthe Plan Year. The procedures set forth in Section 7.7 for the approval by the\nEmployer of annual statements of account shall apply to any special statement of\naccount rendered hereunder and approval by the Employer of any such special\nstatement in the manner provided in Section 7.7 shall have the same effect upon\nthe statement as the Employer's approval of an annual statement of account. No\nsuccessor to the Trustee shall have any duty or responsibility to investigate\nthe acts or transactions of any predecessor who has rendered all statements of\naccount required by Section 7.7 and this subparagraph.\n\n\n                                      -73-\n\n\n\n\n\n7.10  TRANSFER OF INTEREST\n\n     Notwithstanding any other provision contained in this Plan, the Trustee at\nthe direction of the Administrator shall transfer the Vested interest, if any,\nof such Participant in his account to another trust forming part of a pension,\nprofit sharing or stock bonus plan maintained by such Participant's new employer\nand represented by said employer in writing as meeting the requirements of Code\nSection 401(a), provided that the trust to which such transfers are made permits\nthe transfer to be made.\n\n7.11  DIRECT ROLLOVER\n\n     (a) Notwithstanding any provision of the Plan to the contrary that would\notherwise limit a distributee's election under this Section, a distributee may\nelect, at the time and in the manner prescribed by the Plan Administrator, to\nhave any portion of an eligible rollover distribution paid directly to an\neligible retirement plan specified by the distributee in a direct rollover.\n\n     (b) For purposes of this Section the following definitions shall apply:\n\n          (1) An eligible rollover distribution is any distribution of all or\n     any portion of the balance to the credit of the distributee, except that an\n     eligible rollover distribution does not include: any distribution that is\n     one of a series of substantially equal periodic payments (not less\n     frequently than annually) made for the life (or life expectancy) of the\n     distributee or the joint lives (or joint life expectancies) of the\n     distributee and the distributee's designated beneficiary, or for a\n     specified period of ten years or more; any distribution to the extent such\n     distribution is required under Code Section 401(a)(9); and the portion of\n     any distribution that is not includible in gross income (determined without\n     regard to the exclusion for net unrealized appreciation with respect to\n     employer securities).\n\n          (2) An eligible retirement plan is an individual retirement account\n     described in Code Section 408(a), an individual retirement annuity\n     described in Code Section 408(b), an annuity plan described in Code Section\n     403(a), or a qualified trust described in Code Section 401(a), that accepts\n     the distributee's eligible rollover distribution. However, in the case of\n     an eligible rollover distribution to the surviving spouse, an eligible\n     retirement plan is an individual retirement account or individual\n     retirement annuity.\n\n          (3) A distributee includes an Employee or former Employee. In\n     addition, the Employee's or former Employee's surviving spouse and the\n     Employee's or former Employee's spouse or former spouse who is the\n     alternate payee under a qualified domestic relations order, as defined in\n\n\n                                     -74-\n\n\n     Code Section 414(p), are distributees with regard to the interest of the\n     spouse or former spouse.\n\n          (4) A direct rollover is a payment by the plan to the eligible\n     retirement plan specified by the distributee.\n\n\n                                  ARTICLE VIII\n\n                       AMENDMENT, TERMINATION AND MERGERS\n\n8.1   AMENDMENT\n\n     (a) The Employer shall have the right at any time to amend the Plan,\nsubject to the limitations of this Section. Any such amendment shall be adopted\nby formal action of the Employer's board of directors and executed by an officer\nauthorized to act on behalf of the Employer. However, any amendment which\naffects the rights, duties or responsibilities of the Trustee and Administrator\nmay only be made with the Trustee's and Administrator's written consent. Any\nsuch amendment shall become effective as provided therein upon its execution.\nThe Trustee shall not be required to execute any such amendment unless the Trust\nprovisions contained herein are a part of the Plan and the amendment affects the\nduties of the Trustee hereunder.\n\n     (b) No amendment to the Plan shall be effective if it authorizes or permits\nany part of the Trust Fund (other than such part as is required to pay taxes and\nadministration expenses) to be used for or diverted to any purpose other than\nfor the exclusive benefit of the Participants or their Beneficiaries or estates;\nor causes any reduction in the amount credited to the account of any\nParticipant; or causes or permits any portion of the Trust Fund to revert to or\nbecome property of the Employer.\n\n     (c) Except as permitted by Regulations, no Plan amendment or transaction\nhaving the effect of a Plan amendment (such as a merger, plan transfer or\nsimilar transaction) shall be effective to the extent it eliminates or reduces\nany \"section 411(d)(6) protected benefit\" or adds or modifies conditions\nrelating to \"Section 411(d)(6) protected benefits\" the result of which is a\nfurther restriction on such benefit unless such protected benefits are preserved\nwith respect to benefits accrued as of the later of the adoption date or\neffective date of the amendment. \"Section 411(d)(6) protected benefits\" are\nbenefits described in Code Section 411(d)(6)(A), early retirement benefits and\nretirement-type subsidies, and optional forms of benefit.\n\n\n                                      -75-\n\n\n\n8.2   TERMINATION\n\n     (a) The Employer shall have the right at any time to terminate the Plan by\ndelivering to the Trustee and Administrator written notice of such termination.\nUpon any full or partial termination, all amounts credited to the affected\nParticipants' Combined Accounts shall become 100% Vested as provided in Section\n6.4 and shall not thereafter be subject to forfeiture, and all unallocated\namounts shall be allocated to the accounts of all Participants in accordance\nwith the provisions hereof.\n\n     (b) Upon the full termination of the Plan, the Employer shall direct the\ndistribution of the assets of the Trust Fund to Participants in a manner which\nis consistent with and satisfies the provisions of Section 6.5. Distributions to\na Participant shall be made in cash or in property or through the purchase of\nirrevocable nontransferable deferred commitments from an insurer. Except as\npermitted by Regulations, the termination of the Plan shall not result in the\nreduction of \"Section 411(d)(6) protected benefits\" in accordance with Section\n8.1(c).\n\n8.3   MERGER OR CONSOLIDATION\n\n     This Plan and Trust may be merged or consolidated with, or its assets\nand\/or liabilities may be transferred to any other plan and trust only if the\nbenefits which would be received by a Participant of this Plan, in the event of\na termination of the plan immediately after such transfer, merger or\nconsolidation, are at least equal to the benefits the Participant would have\nreceived if the Plan had terminated immediately before the transfer, merger or\nconsolidation, and such transfer, merger or consolidation does not otherwise\nresult in the elimination or reduction of any \"Section 411(d)(6) protected\nbenefits\" in accordance with Section 8.1(c).\n\n                                   ARTICLE IX\n\n                                  MISCELLANEOUS\n\n9.1   PARTICIPANT'S RIGHTS\n\n     This Plan shall not be deemed to constitute a contract between the Employer\nand any Participant or to be a consideration or an inducement for the employment\nof any Participant or Employee. Nothing contained in this Plan shall be deemed\nto give any Participant or Employee the right to be retained in the service of\nthe Employer or to interfere with the right of the Employer to discharge any\nParticipant or Employee at any time regardless of the effect which such\ndischarge shall have upon him as a Participant of this Plan.\n\n\n                                      -76-\n\n\n\n9.2   ALIENATION\n\n     (a) Subject to the exceptions provided below, no benefit which shall be\npayable out of the Trust Fund to any person (including a Participant or his\nBeneficiary) shall be subject in any manner to anticipation, alienation, sale,\ntransfer, assignment, pledge, encumbrance, or charge, and any attempt to\nanticipate, alienate, sell, transfer, assign, pledge, encumber, or charge the\nsame shall be void; and no such benefit shall in any manner be liable for, or\nsubject to, the debts, contracts, liabilities, engagements, or torts of any such\nperson, nor shall it be subject to attachment or legal process for or against\nsuch person, and the same shall not be recognized by the Trustee, except to such\nextent as may be required by law.\n\n     (b) This provision shall not apply to the extent a Participant or\nBeneficiary is indebted to the Plan, as a result of a loan from the Plan. At the\ntime a distribution is to be made to or for a Participant's or Beneficiary's\nbenefit, such proportion of the amount distributed as shall equal such loan\nindebtedness shall be paid by the Trustee to the Trustee or the Administrator,\nat the direction of the Administrator, to apply against or discharge such loan\nindebtedness. Prior to making a payment, however, the Participant or Beneficiary\nmust be given written notice by the Administrator that such loan indebtedness is\nto be so paid in whole or part from his Participant's Combined Account. If the\nParticipant or Beneficiary does not agree that the loan indebtedness is a valid\nclaim against his Vested Participant's Combined Account, he shall be entitled to\na review of the validity of the claim in accordance with procedures provided in\nSections 2.12 and 2.13.\n\n     (c) This provision shall not apply to a \"qualified domestic relations\norder\" defined in Code Section 414(p), and those other domestic relations orders\npermitted to be so treated by the Administrator under the provisions of the\nRetirement Equity Act of 1984. The Administrator shall establish a written\nprocedure to determine the qualified status of domestic relations orders and to\nadminister distributions under such qualified orders. Further, to the extent\nprovided under a \"qualified domestic relations order,\" a former spouse of a\nParticipant shall be treated as the spouse or surviving spouse for all purposes\nunder the Plan.\n\n9.3   CONSTRUCTION OF PLAN\n\n     This Plan and Trust shall be construed and enforced according to the Act\nand the laws of the State of New Jersey, other than its laws respecting choice\nof law, to the extent not preempted by the Act.\n\n\n                                      -77-\n\n\n\n9.4   GENDER AND NUMBER\n\n     Wherever any words are used herein in the masculine, feminine or neuter\ngender, they shall be construed as though they were also used in another gender\nin all cases where they would so apply, and whenever any words are used herein\nin the singular or plural form, they shall be construed as though they were also\nused in the other form in all cases where they would so apply.\n\n9.5   LEGAL ACTION\n\n     In the event any claim, suit, or proceeding is brought regarding the Trust\nand\/or Plan established hereunder to which the Trustee or the Administrator may\nbe a party, and such claim, suit, or proceeding is resolved in favor of the\nTrustee or Administrator, they shall be entitled to be reimbursed from the Trust\nFund for any and all costs, attorney's fees, and other expenses pertaining\nthereto incurred by them for which they shall have become liable.\n\n9.6   PROHIBITION AGAINST DIVERSION OF FUNDS\n\n     (a) Except as provided below and otherwise specifically permitted by law,\nit shall be impossible by operation of the Plan or of the Trust, by termination\nof either, by power of revocation or amendment, by the happening of any\ncontingency, by collateral arrangement or by any other means, for any part of\nthe corpus or income of any trust fund maintained pursuant to the Plan or any\nfunds contributed thereto to be used for, or diverted to, purposes other than\nthe exclusive benefit of Participants, Retired Participants, or their\nBeneficiaries.\n\n     (b) In the event the Employer shall make an excessive contribution under a\nmistake of fact pursuant to Act Section 403(c)(2)(A), the Employer may demand\nrepayment of such excessive contribution at any time within one (1) year\nfollowing the time of payment and the Trustees shall return such amount to the\nEmployer within the one (1) year period. Earnings of the Plan attributable to\nthe excess contributions may not be returned to the Employer but any losses\nattributable thereto must reduce the amount so returned.\n\n9.7   BONDING\n\n     Every Fiduciary, except a bank or an insurance company, unless exempted by\nthe Act and regulations thereunder, shall be bonded in an amount not less than\n10% of the amount of the funds such Fiduciary handles; provided, however, that\nthe minimum bond shall be $1,000 and the maximum bond, $500,000. The amount of\nfunds handled shall be determined at the beginning of each Plan Year by the\namount of funds handled by such person, group, or class to be covered and their\npredecessors, if any, during the preceding Plan Year, or if there is no\npreceding Plan Year, then by the amount of the funds to be handled during the\nthen current year. The bond shall provide protection to the Plan against any\nloss by reason of acts of fraud \n\n\n\n                                      -78-\n\n\nor dishonesty by the Fiduciary alone or in connivance with others. The surety\nshall be a corporate surety company (as such term is used in Act Section\n412(a)(2)), and the bond shall be in a form approved by the Secretary of Labor.\nNotwithstanding anything in the Plan to the contrary, the cost of such bonds\nshall be an expense of and may, at the election of the Administrator, be paid\nfrom the Trust Fund or by the Employer.\n\n9.8   EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE\n\n     Neither the Employer nor the Trustee, nor their successors, shall be\nresponsible for the validity of any Contract issued hereunder or for the failure\non the part of the insurer to make payments provided by any such Contract, or\nfor the action of any person which may delay payment or render a Contract null\nand void or unenforceable in whole or in part.\n\n9.9   INSURER'S PROTECTIVE CLAUSE\n\n     Any insurer who shall issue Contracts hereunder shall not have any\nresponsibility for the validity of this Plan or for the tax or legal aspects of\nthis Plan. The insurer shall be protected and held harmless in acting in\naccordance with any written direction of the Trustee, and shall have no duty to\nsee to the application of any funds paid to the Trustee, nor be required to\nquestion any actions directed by the Trustee. Regardless of any provision of\nthis Plan, the insurer shall not be required to take or permit any action or\nallow any benefit or privilege contrary to the terms of any Contract which it\nissues hereunder, or the rules of the insurer.\n\n9.10  RECEIPT AND RELEASE FOR PAYMENTS\n\n     Any payment to any Participant, his legal representative, Beneficiary, or\nto any guardian or committee appointed for such Participant or Beneficiary in\naccordance with the provisions of the Plan, shall, to the extent thereof, be in\nfull satisfaction of all claims hereunder against the Trustee and the Employer,\neither of whom may require such Participant, legal representative, Beneficiary,\nguardian or committee, as a condition precedent to such payment, to execute a\nreceipt and release thereof in such form as shall be determined by the Trustee\nor Employer.\n\n9.11  ACTION BY THE EMPLOYER\n\n     Whenever the Employer under the terms of the Plan is permitted or required\nto do or perform any act or matter or thing, it shall be done and performed by a\nperson duly authorized by its legally constituted authority.\n\n9.12  NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY\n\n     The \"named Fiduciaries\" of this Plan are (l) the Employer, (2) the\nAdministrator and (3) the Trustee. The named Fiduciaries shall have only those\nspecific powers, duties, responsibilities, and obligations as are specifically\ngiven them under the Plan. In general, the\n\n\n                                      -79-\n\n\nEmployer shall have the sole responsibility for making the contributions\nprovided for under Section 4.1; and shall have the sole authority to appoint and\nremove the Trustee and the Administrator; to formulate the Plan's \"funding\npolicy and method\"; and to amend or terminate, in whole or in part, the Plan.\nThe Administrator shall have the sole responsibility for the administration of\nthe Plan, which responsibility is specifically described in the Plan. The\nTrustee shall have the sole responsibility of management of the assets held\nunder the Trust, except those assets, the management of which has been assigned\nto an Investment Manager, who shall be solely responsible for the management of\nthe assets assigned to it, all as specifically provided in the Plan. Each named\nFiduciary warrants that any directions given, information furnished, or action\ntaken by it shall be in accordance with the provisions of the Plan, authorizing\nor providing for such direction, information or action. Furthermore, each named\nFiduciary may rely upon any such direction, information or action of another\nnamed Fiduciary as being proper under the Plan, and is not required under the\nPlan to inquire into the propriety of any such direction, information or action.\nIt is intended under the Plan that each named Fiduciary shall be responsible for\nthe proper exercise of its own powers, duties, responsibilities and obligations\nunder the Plan. No named Fiduciary shall guarantee the Trust Fund in any manner\nagainst investment loss or depreciation in asset value. Any person or group may\nserve in more than one Fiduciary capacity. In the furtherance of their\nresponsibilities hereunder, the \"named Fiduciaries\" shall be empowered to\ninterpret the Plan and Trust and to resistencies and omissions, which findings\nshall be binding, final and conclusive.\n\n9.13  HEADINGS\n\n     The headings and subheadings of this Plan have been inserted for\nconvenience of reference and are to be ignored in any construction of the\nprovisions hereof.\n\n9.14  APPROVAL BY INTERNAL REVENUE SERVICE\n\n     (a) Notwithstanding anything herein to the contrary, contributions to this\nPlan are conditioned upon the initial qualification of the Plan under Code\nSection 401. If the Plan receives an adverse determination with respect to its\ninitial qualification, then the Plan may return such contributions to the\nEmployer within one year after such determination, provided the application for\nthe determination is made by the time prescribed by law for filing the\nEmployer's return for the taxable year in which the Plan was adopted, or such\nlater date as the Secretary of the Treasury may prescribe.\n\n     (b) Notwithstanding any provisions to the contrary, except Sections 3.6,\n3.7, and 4.1(f), any contribution by the Employer to the Trust Fund is\nconditioned upon the deductibility of the contribution by the Employer under the\nCode and, to the extent any such deduction is disallowed, the Employer may,\nwithin one (1) year following the disallowance of the deduction, demand\nrepayment of such disallowed contribution and the Trustee shall return such\ncontribution within one (1) year following the disallowance. Earnings of the\nPlan\n\n\n                                      -80-\n\n\nattributable to the excess contribution may not be returned to the Employer, but\nany losses attributable thereto must reduce the amount so returned.\n\n9.15  UNIFORMITY\n\n     All provisions of this Plan shall be interpreted and applied in a uniform,\nnondiscriminatory manner. In the event of any conflict between the terms of this\nPlan and any Contract purchased hereunder, the Plan provisions shall control.\n\n                                    ARTICLE X\n\n                             PARTICIPATING EMPLOYERS\n\n10.1  ADOPTION BY OTHER EMPLOYERS\n\n     Notwithstanding anything herein to the contrary, with the consent of the\nEmployer and Trustee, any other corporation or entity, whether an affiliate or\nsubsidiary or not, may adopt this Plan and all of the provisions hereof, and\nparticipate herein and be known as a Participating Employer, by a properly\nexecuted document evidencing said intent and will of such Participating\nEmployer.\n\n10.2  REQUIREMENTS OF PARTICIPATING EMPLOYERS\n\n     (a) Each such Participating Employer shall be required to use the same\nTrustee as provided in this Plan.\n\n     (b) The Trustee may, but shall not be required to, commingle, hold and\ninvest as one Trust Fund all contributions made by Participating Employers, as\nwell as all increments thereof. However, the assets of the Plan shall, on an\nongoing basis, be available to pay benefits to all Participants and\nBeneficiaries under the Plan without regard to the Employer or Participating\nEmployer who contributed such assets.\n\n     (c) The transfer of any Participant from or to an Employer participating in\nthis Plan, whether he be an Employee of the Employer or a Participating\nEmployer, shall not affect such Participant's rights under the Plan, and all\namounts credited to such Participant's Combined Account as well as his\naccumulated service time with the transferor or predecessor, and his length of\nparticipation in the Plan, shall continue to his credit.\n\n     (d) All rights and values forfeited by termination of employment shall\ninure only to the benefit of the Participants of the Employer or Participating\nEmployer by which the forfeiting Participant was employed.\n\n\n                                      -81-\n\n\n\n     (e) Any expenses of the Trust which are to be paid by the Employer or borne\nby the Trust Fund shall be paid by each Participating Employer in the same\nproportion that the total amount standing to the credit of all Participants\nemployed by such Employer bears to the total standing to the credit of all\nParticipants.\n\n10.3  DESIGNATION OF AGENT\n\n     Each Participating Employer shall be deemed to be a party to this Plan;\nprovided, however, that with respect to all of its relations with the Trustee\nand Administrator for the purpose of this Plan, each Participating Employer\nshall be deemed to have designated irrevocably the Employer as its agent. Unless\nthe context of the Plan clearly indicates the contrary, the word \"Employer\"\nshall be deemed to include each Participating Employer as related to its\nadoption of the Plan. \n\n10.4 EMPLOYEE TRANSFERS\n\n     It is anticipated that an Employee may be transferred between Participating\nEmployers, and in the event of any such transfer, the Employee involved shall\ncarry with him his accumulated service and eligibility. No such transfer shall\neffect a termination of employment hereunder, and the Participating Employer to\nwhich the Employee is transferred shall thereupon become obligated hereunder\nwith respect to such Employee in the same manner as was the Participating\nEmployer from whom the Employee was transferred.\n\n10.5  PARTICIPATING EMPLOYER'S CONTRIBUTION\n\n     All contributions made by a Participating Employer, as provided for in this\nPlan, shall be determined separately by each Participating Employer, and shall\nbe allocated only among the Participants eligible to share of the Employer or\nParticipating Employer making the contribution. On the basis of the information\nfurnished by the Administrator, the Trustee shall keep separate books and\nrecords concerning the affairs of each Participating Employer hereunder and as\nto the accounts and credits of the Employees of each Participating Employer. The\nTrustee may, but need not, register Contracts so as to evidence that a\nparticular Participating Employer is the interested Employer hereunder, but in\nthe event of an Employee transfer from one Participating Employer to another,\nthe employing Employer shall immediately notify the Trustee thereof.\n\n10.6  AMENDMENT\n\n     Amendment of this Plan by the Employer at any time when there shall be a\nParticipating Employer hereunder shall only be by the written action of each and\nevery Participating Employer and with the consent of the Trustee where such\nconsent is necessary in accordance with the terms of this Plan.\n\n\n                                      -82-\n\n\n10.7  DISCONTINUANCE OF PARTICIPATION\n\n     Any Participating Employer shall be permitted to discontinue or revoke its\nparticipation in the Plan. At the time of any such discontinuance or revocation,\nsatisfactory evidence thereof and of any applicable conditions imposed shall be\ndelivered to the Trustee. The Trustee shall thereafter transfer, deliver and\nassign Contracts and other Trust Fund assets allocable to the Participants of\nsuch Participating Employer to such new Trustee as shall have been designated by\nsuch Participating Employer, in the event that it has established a separate\npension plan for its Employees, provided however, that no such transfer shall be\nmade if the result is the elimination or reduction of any \"Section 411(d)(6)\nprotected benefits\" in accordance with Section 8.1(c). If no successor is\ndesignated, the Trustee shall retain such assets for the Employees of said\nParticipating Employer pursuant to the provisions of Article VII hereof. In no\nsuch event shall any part of the corpus or income of the Trust as it relates to\nsuch Participating Employer be used for or diverted to purposes other than for\nthe exclusive benefit of the Employees of such Participating Employer.\n\n10.8  ADMINISTRATOR'S AUTHORITY\n\n     The Administrator shall have authority to make any and all necessary rules\nor regulations, binding upon all Participating Employers and all Participants,\nto effectuate the purpose of this Article.\n\n\n                                      -83-\n\n\n\n     IN WITNESS WHEREOF, this Plan has been executed the day and year first\nabove written.\n\nSigned, sealed, and delivered in the presence of:\n\n\n                                         Bio-Technology General Corp.\n\n\n      \/s\/ DOUGLAS MARTIN                 By  \/s\/ MATTHEW PAZARYNA\n--------------------------------             ----------------------------      \n                                            EMPLOYER\n\n      \/s\/ KENNETH H. SPENCER\n--------------------------------           \nWITNESSES AS TO EMPLOYER\n\n\n      \/s\/ DOUGLAS MARTIN                 By  \/s\/ MATTHEW PAZARYNA\n--------------------------------             ----------------------------(SEAL)\n                                            TRUSTEE\n\n      \/s\/ KENNETH H. SPENCER\n--------------------------------\nWITNESSES AS TO TRUSTEE\n\n\n      \/s\/ DOUGLAS MARTIN                 By  \/s\/ SIM FASS  \n--------------------------------             ----------------------------(SEAL)\n                                             TRUSTEE\n\n      \/s\/ KENNETH H. SPENCER\n--------------------------------\nWITNESSES AS TO TRUSTEE\n\n\n                                      -86-\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6900],"corporate_contracts_industries":[9406],"corporate_contracts_types":[9539,9550],"class_list":["post-38138","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-bio-technology-general-corp","corporate_contracts_industries-drugs__botanical","corporate_contracts_types-compensation","corporate_contracts_types-compensation__retirement"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38138","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38138"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38138"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38138"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38138"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}