{"id":38139,"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-retirement-plan-jetblue-airways-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"401-k-retirement-plan-jetblue-airways-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/401-k-retirement-plan-jetblue-airways-corp.html","title":{"rendered":"401(k) Retirement Plan &#8211; JetBlue Airways Corp."},"content":{"rendered":"<pre>                           JETBLUE AIRWAYS CORPORATION\n                             401(k) RETIREMENT PLAN\n\n\n\n                                TABLE OF CONTENTS\n\n                                    ARTICLE I\n                                   DEFINITIONS\n\n                                   ARTICLE II\n                                 ADMINISTRATION\n\n2.1   POWERS AND RESPONSIBILITIES OF THE EMPLOYER                             15\n\n2.2   DESIGNATION OF ADMINISTRATIVE AUTHORITY                                 16\n\n2.3   POWERS AND DUTIES OF THE ADMINISTRATION                                 16\n\n2.4   RECORDS AND REPORTS                                                     18\n\n2.5   APPOINTMENT OF ADVISORS                                                 18\n\n2.6   PAYMENT OF EXPENSES                                                     18\n\n2.7   CLAIMS PROCEDURE                                                        18\n\n2.8   CLAIMS REVIEW PROCEDURE                                                 19\n\n                                   ARTICLE III\n                                   ELIGIBILITY\n\n3.1   CONDITIONS OF ELIGIBILITY                                               19\n\n3.2   EFFECTIVE DATE OF PARTICIPATION                                         20\n\n3.3   DETERMINATION OF ELIGIBILTY                                             20\n\n3.4   TERMINATION OF ELIGIBILITY                                              20\n\n3.5   OMISSION OF ELIGIBLE EMPLOYEE                                           21\n\n3.6   INCLUSION OF INELIGIBLE EMPLOYEE                                        21\n\n3.7   REHIRED EMPLOYEES AND BREAKS IN SERVICE                                 21\n\n3.8   ELECTION NOT TO PARTICIPATE                                             22\n\n                                   ARTICLE IV\n                          CONTRIBUTION AND ALLOCATION\n\n4.1   FORMULA FOR DETERMINING EMPLOYER CONTRIBUTION                           23\n\n4.2   PARTICIPANT'S SALARY REDUCTION ELECTION                                 23\n\n\n\n4.3   TIME OF PAYMENT OF EMPLOYER CONTRIBUTION                                27\n\n4.4   ALLOCATION OF CONTRIBUTION AND EARNING3                                 27\n\n4.5   ACTUAL DEFERRAL PERCENTAGE TESTS                                        32\n\n4.6   ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS                          35\n\n4.7   ACTUAL CONTRIBUTION PERCENTAGE TESTS                                    38\n\n4.8   ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS                      41\n\n4.9   MAXIMUM ANNUAL ADDITIONS                                                44\n\n4.10  ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS                               46\n\n4.11  ROLLOVERS AND PLAN-TO-PLAN TRANSFERS FROM QUALIFIED PLANS               48\n\n4.12  DIRECTED INVESTMENT ACCOUNT                                             50\n\n4.13  QUALIFIED MILITARY SERVICE                                              53\n\n                                   ARTICLE V\n                                   VALUATIONS\n\n5.1   VALUATION OF THE TRUST FUND                                             53\n\n5.2   METHOD OF VALUATION                                                     53\n\n                                   ARTICLE VI\n                   DETERMINATION AND DISTRIBUTION OF BENEFITS\n\n6.1   DETERMINATION OF BENEFITS UPON RETIREMENT                               53\n\n6.2   DETERMINATION OF BENEFITS UPON DEATH                                    54\n\n6.3   DETERMINATION OF BENEFITS IN EVENT OF DISABILITY                        55\n\n6.4   DETERMINATION OF BENEFITS UPON TERMINATION                              56\n\n6.5   DISTRIBUTION OF BENEFITS                                                57\n\n6.6   DISTRIBUTION OF BENEFITS UPON DEATH                                     60\n\n6.7   TIME OF SEGREGATION OR DISTRIBUTION                                     61\n\n6.8   DISTRIBUTION FOR MINOR OF INCOMPETENT BENEFICIARY                       61\n\n6.9   LOCATION OF PARTICIPANT OF BENEFICIARY UNKNOWN                          61\n\n6.10  PRE-RETIREMENT DISTRIBUTION                                             62\n\n\n\n6.11  ADVANCE DISTRIBUTION FOR HARDSHIP                                       62\n\n6.12  QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION                         64\n\n                                  ARTICLE VII\n                                    TRUSTEE\n\n7.1   BASIC RESPONSIBILITIES OF THE TRUSTEE                                   64\n\n7.2   INVESTMENT POWERS AND DUTIES OF THE TRUSTEE                             65\n\n7.3   OTHER POWERS OF THE TRUSTEE                                             66\n\n7.4   LOANS TO PARTICIPANT'S                                                  68\n\n7.5   DUTIES OF THE TRUSTEE REGARDING PAYMENTS                                70\n\n7.6   TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES                           70\n\n7.7   ANNUAL REPORT OF THE TRUSTEE                                            71\n\n7.8   AUDIT                                                                   71\n\n7.9   RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE                          72\n\n7.10  TRANSFER OF INTEREST                                                    73\n\n7.11  TRUSTEE INDEMNIFICATION                                                 73\n\n7.12  DIRECT ROLLOVER                                                         73\n\n7.13  EMPLOYER SECURITIES AND REAL PROPERTY                                   75\n\n                                  ARTICLE VIII\n                       AMENDMENT, TERMINATION AND MERGERS\n\n8.1   AMENDMENT                                                               75\n\n8.2   TERMINATION                                                             76\n\n8.3   MERGER, CONSOLIDATION OR TRANSFER OF ASSETS                             76\n\n                                   ARTICLE IX\n                              TOP HEAVY PROVISIONS\n\n9.1   TOP HEAVY PLAN REQUIREMENTS                                             77\n\n9.2   DETERMINATION OF TOP HEAVY STATUS                                       77\n\n\n\n                                    ARTICLE X\n                                  MISCELLANEOUS\n\n10.1  PARTICIPANT'S RIGHTS                                                    80\n\n10.2  ALIENATION                                                              8O\n\n10.3  CONSTRUCTION OF PLAN                                                    81\n\n10.4  GENDER AND NUMBER                                                       82\n\n10.5  LEGAL ACTION                                                            82\n\n10.6  PROHIBITION AGAINST DIVERSION OF FUNDS                                  82\n\n10.7  EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE                              83\n\n10.8  INSURER'S PROTECTIVE CLAUSE                                             83\n\n10.9  RECEIPT AND RELEASE FOR PAYMENTS                                        83\n\n10.10 ACTION BY THE EMPLOYER                                                  83\n\n10.11 NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY                      83\n\n10.12 HEADINGS                                                                84\n\n10.13 APPROVAL BY INTERNAL REVENUE SERVICE                                    84\n\n10.14 UNIFORMITY                                                              85\n\n\n\n                           JETBLUE AIRWAYS CORPORATION\n                             401(k) RETIREMENT PLAN\n\n            THIS AGREEMENT hereby adopted this 31st day of December, 2001, by\njetBlue Airways Corporation (herein referred to as the \"Employer\") and John D.\nOwen, Thomas E. Kelly and Vincent Stablie (herein collectively referred to as\nthe \"Trustee\").\n\n                              W I T N E S S E T H:\n\n            WHEREAS, the Employer heretofore established a Profit Sharing Plan\nand Trust effective October 1, 1999 (hereinafter called the \"Effective Date\"),\nknown as jetBlue Airways Corporation 401k Retirement Plan (herein referred to\nas the \"Plan\") in recognition of the contribution made to its successful\noperation by its employees and for the exclusive benefit of its eligible\nemployees; and\n\n            WHEREAS, under the terms of the Plan, the Employer has reserved the\nright and power to amend the Plan, provided the Trustee joins in such amendment\nif the provisions of the Plan affecting the Trustee are amended;\n\n            NOW, THEREFORE, effective October 1, 1999, except as otherwise\nprovided herein, the Employer and the Trustee, in accordance with the provisions\nof the Plan pertaining to amendments thereof, hereby amend the Plan in its\nentirety and restate the Plan to provide as follows:\n\n                                    ARTICLE I\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 Employees unless another person or entity\nhas been designated by the Employer pursuant to Section 2.2 to administer the\nPlan on behalf of the Employer.\n\n      1.3 \"Affiliated Employer\" means any corporation which is a member of a\ncontrolled group of corporation (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 organazation (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 Particiapnt, whether attributable to\nEmployer or Employee contributions, subject to tne provisions of Section 9.2.\n\n\n                                      -1-\n\n\n      1.5 \"Anniversary Date\" means the last day of the Plan Year.\n\n      1.6 \"Beneficiary\" means the person (or entity) to whom the share of a\ndeceased Participant's total account is payable, subject to the restrictions of\nSections 6.2 and 6.6.\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\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.\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            For purposes of this Section, the determination of Compensation\nshall be made by:\n\n                  (a) excluding, for purposes of the Employer's discretionary\n            profit sharing contributions pursuant to Section 4.1(c), the\n            following items: per diem allowances and other similar types of\n            expense reimbursements, the value of company-paid group term life\n            insurance; moving allowances, relocation adjustments and other\n            similar payments and allowances; automobile expense allowances and\n            reimbursements; annual bonuses to officers and directors, but not\n            excluding cash incentive awards and other types of cash bonuses to\n            team members other than officers and directors; the value of other\n            non-cash fringe benefits, such as incentive passes and \"positive\n            space\" travel benefits; PTO payouts; any taxable compensation that\n            may result from the grant or exercise of stock-based compensation;\n            any other type of deferred compensation; severance pay and payments\n            in the nature of severance benefits; non-taxable sick pay, workers\n            compensation payments and payments under short-term and long-term\n            disability plans; and payments under a pilots' loss of license\n            income replacement plan.\n\n                  (b) excluding, for purposes of salary reduction elections\n            pursuant to Section 4.2 and Employer matching contributions pursuant\n            to Section 4.1(b), the following items: per diem allowances and\n            other similar types of expense reimbursements, the value of\n            company-paid group term life insurance; moving allowances,\n            re1ocaton adjustments and other similar payments and allowances;\n            automobile expense allowances and reimbursements; the value of other\n            non-cash fringe benefits, such as incentive passes and \"positive\n            space\" travel benefits; any taxable compensation that may result\n            from the grant or exercise of\n\n\n                                      -2-\n\n\n            stock-based compensation; any other type of deferred\n            compensation; severance pay and payments in the nature of\n            severance benefits; non-taxable sick day; workers compensation\n            payments and payments under any long-term disability plan; and\n            payments under a pilots' loss of license income replacement plan.\n\n                  (c) including amounts which are contributed by the Employer\n            pursuant to a salary reduction agreement and which are not\n            includible in the gross income of the Participant under Code\n            Sections 125, 132(f) (4) for Plan Years beginning after December 31,\n            2000, 402(e) (3), 402(h) (1) (B), 403(b) or 457(b), and Employee\n            contributions described in Code Section 414(h) (2) that are treated\n            as Employer contributions.\n\n            For a Participant's initial year of participation, Compensation\nshall be recognized as of such Employee's effective date of participation in the\ncomponent of the Plan for which Compensation is being used pursuant to Section\n3.2.\n\n            Compensation in excess of $150,000 (or such other amount provided in\nthe Code) shall be disregarded for all purposes other than for purposes of\nsalary deferral elections pursuant to Section 4.2. Such amount shall be adjusted\nfor increases in the cost of living on accordance with Code Section 401 (a) (17)\n(B) , 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. For any short Plan Year the Compensation limit shall be an amount equal to\nthe Compensation limit for the calendar year in which the Plan Year begins\nmultiplied by the ratio obtained by dividing the number of full months in the\nshort Plan Year by twelve (12).\n\n            If any class of Employees is excluded from the Plan, then\nCompensation for any Employee who becomes eligible or ceases to be eligible to\nparticipate during a Plan Year shall include only the portion of his\nCompensation earned while the Employee is an Eligible Employee.\n\n      1.9 \"Contract\" or \"Policy\" means any life insurance policy, retirement\nincome policy or annuity contract (group or individual) issued pursuant to the\nterms of the Plan. In the event of any conflict between the terms of this Plan\nand the terms of any contract purchased hereunder, the Plan provisions shall\ncontrol.\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 4.1O(a).\n\n      1.11 \"Designated Investment Alternative\" means a specific investment\nidentified by name by the Employer (or such other Fiduciary who has been given\nthe authority to select investment options) as an available investment under the\nPlan to which Plan assets may be\n\n\n                                      -3-\n\n\ninvested by the Trustee pursuant to the investment direction of a Participant.\n\n      1.12 \"Directed Investment Option\" means one or more of the following:\n\n                  (a) a Designated Investment Alternative.\n\n                  (b) any other investment permitted by the Plan and the\n            Participant Direction Procedures to which Plan assets may be\n            invested by the Trustee pursuant to the investment direction of a\n            Participant.\n\n      1.13 \"Early Retirement Date.\" This Plan does not provide for a retirement\ndate prior to Normal Retirement Date.\n\n      1.14 \"Elective Contribution\" means the Employer 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 4.6(b) which is\nused to satisfy the \"Actual Deferral Percentage\" tests shall be considered an\nElective Contribution for purposes of the Plan. Any contributions deemed to be\nElective Contributions (whether or not used to satisfy the \"Actual Deferral\nPercentage\" tests or the \"Actual Contribution Percentage\" tests) shall be\nsubject to the requirements of Sections 4.2(b) and 4.2(c) and shall further be\nrequired to satisfy the nondiscrimination requirements of Regulation\n1.401(k)-1(b)(5) and Regulation 1.401(m)-1(b)(5), the provisions of which are\nspecifically incorporated herein by reference.\n\n      1.15 \"Eligible Employee\" means any Employee except as specified below.\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\nwere the subject of good faith bargaining between the parties will not be\neligible to participate in this Plan unless such agreement expressly provides\nfor coverage on this Plan.\n\n            Employees of Affiliated Employers shall rot be eligible to\nparticipate on this Plan unless such Affiliated Employers have specifically\nadopted this Plan in writing.\n\n            Employees classified by the Employer as independent contractors who\nare subsequently determined. by the Internal Revenue Service to be Employees\nshall not be Eligible Employees.\n\n            Employees classified by the Employer as flight attendants on a\nshort-term contract of one year or less shall not be Eligible Employees.\n\n\n                                      -4-\n\n\n      1.16 \"Employee\" means any person who is employed by the Employer.\n\n      1.17 \"Employer\" means jetBlue Airways Corporation and any successor which\nshall maintain this Plan; any predecessor which has maintained this Plan.\nThe Employer is a corporation, with principal offices in the State of New York.\n\n      1.18 \"Excess Aggregate Contributions\" means, with respect to any Plan\nYear, the excess of the aggregate amount of the Employer matching contributions\nmade pursuant to Section 4.1(b) and any qualified nonelective 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) (determined\nby hypothetically reducing contributions made on behalf of Highly Compensated\nParticipants in order of the actual contribution ratios beginning with the\nhighest of such ratios). Such determination shall be made after first taking\ninto account corrections of any Excess Deferred Compensation pursuant to Section\n4.2 and taking into account any adjustments of any Excess Contributions pursuant\nto Section 4.6.\n\n      1.19 \"Excess Contributions\" means, with respect to a Plan Year, the\nexcess of Elective Contributions used to satisfy the \"Actual Deferral\nPercentage\" tests made on behalf of Highly Compensated Participants for the Plan\nYear over the maximum amount of such contributions permitted under Section\n4.5(a) (determined by hypothetically reducing contributions made on behalf of\nHighly Compensated Participants in order of the actual deferral ratios beginning\nwith the highest of such ratios). Excess Contributions shall be treated as an\n\"annual addition\" pursuant to Section 4.9(b).\n\n      1.20 \"Excess Deferred Compensation\" means, with respect to any taxable\nyear of 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 9.2 end 4.4(g), Excess Deferred Compensation shall continue\nto be treated as Employer contributions even of 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\nextant such Excess Deferred Compensation occurs pursuant to Section 4.2(d).\n\n         1.21 \"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\n\n\n                                      -5-\n\n\nany monies or other property of the Plan or has any authority or responsibility\nto do so, or (C) has any discretionary authority or discretionary responsibility\nin the administration of the Plan.\n\n      1.22 \"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      1.23 \"Forfeiture\" means that portion of a Participant's Account that is\nnot Vested, and occurs on the earlier of:\n\n                  (a) the distribution of the entire Vested portion of the\n            Participant's Account of a Former Participant who has severed\n            employment with the Employer, or\n\n                  (b) the last day of the Plan Year in which a Former\n            Participant who has severed employment with the Employer incurs five\n            (5) consecutive 1-Year Breaks in Service.\n\n            Regardless of the preceding provisions, if a Former Participant is\neligible to share in the allocation of Employer contributions or Forfeitures in\nthe year in which the Forfeiture would otherwise occur, then the Forfeiture will\nnot occur until the end of the first Plan year for which the former Partcipant\nis not eligible to share in the allocation of Employer contributions or\nForfeitures. Furthermore, the term \"Forfeiture\" shall also include amounts\ndeemed to be Forefeiture pursuant to any other provision of this Plan.\n\n      1.24 \"Former Participant\" means a person who has been a Participant, but\nwho has ceased to be a Participant for any reason.\n\n      1.25 \"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            For Purposes of this Section, the determination of \"415\nCompensation\" shall occlude any elective deferral (as defined on Code Section\n402(g)(3)), and any amount which is contributed or deferred by the Employer at\nthe election of the Participant and which is not includible in the gross income\nof the Participant by reason of Code Sections 125, 132(f)(4) for \"limitation\nyears\" beginning after December 31, 2000, or 457.\n\n      1.26 \"414(s) Compensation\" means any definition of compensation that\nsatisfies the nondiscrimination requirements of Code Section 414(s) and the\nRegulations thereunder. The period for determining 414(s) Compensation must be\neither the Plan Year or the calendar year\n\n\n                                      -6-\n\n\nending with or within the Plan Year. An Employer may further limit the period\ntaken into account to that part of the Plan Year or calendar year in which an\nEmployee was a Participant in the component of the Plan being tested. The period\nused to determine 414(s) Compensation must be applied uniformly to all\nParticipants for the Plan Year.\n\n      1.27 \"Highly Compensated Employee\" means, for Plan Years beginning after\nDecember 31, 1996, an Employee described on Code Section 414(q) and the\nRegulations thereunder, and generally means any Employee who:\n\n                  (a) was a \"five percent owner\" as defined in Section 1.32(c)\n            at any time during the \"determination year\" or the \"lookback year\";\n            or\n\n                  (b) for the \"lookback year\" had \"415 Compensation\" from the\n            Employer in excess of $80,000 and was in the Top-Paid Group for the\n            \"lookback year.\" The $80,000 amount is adjusted at the same time and\n            in the same manner as under Code Section 415(d), except that the\n            base period is the calendar quarter ending September 30, 1996.\n\n            The \"determination year\" means the Plan Year for which testing is\nbeing performed, and the \"lookback year\" means the immediately preceding twelve\n(12) month period.\n\n            A highly compensated former Employee is based on the rules\napplicable to determining Highly Compensated Employee status as in effect for\nthe \"determination year,\" in accordance with Regulation 1.414(q)-1T, A4 and IRS\nNotice 9745 (or any superseding guidance).\n\n            In determining whether an Employee is a Highly Compensated Employee\nfor a Plan Year beginning in 1997, the amendments to Code Section 414(q) stated\nabove are treated as having been in effect for years beginning in 1996.\n\n            In determining who is a Highly Compensated Employee, Employees who\nare nonresident 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\nEmployer. Additionally, all Affiliated Employers shall be taken into account as\na single employer any Leased Employees within the meaning of Code Sections\n414(n)(2) and 414(o)(2) shall be considered Employees unless such Leased\nEmployees are covered by a plan described in Code Section 414(n)(5) and are not\ncovered in any qualified plan maintained by the Employer. The exclusion of\nLeased Employees for this purpose shall be applied on a uniform and consistent\nbasis for all of the Employer's retirement plans. Highly Compensated Former\nEmployees shall be treated as Highly Compensated Employees without regard to\nwhether they performed services during the \"determination \"year.\"\n\n      1.28 \"Highly Compensated Participant\" means any Highly Compensated\nEmployee who is eligible to particiapate in the component\n\n\n                                      -7-\n\n\nof the Plan being tested.\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 (these hours will be credited to the Employee for\nthe compensation period in which the duties are performed); (2) each hour for\nwhich 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, layoff, military duty or\nleave of absence) during the applicable computation period (these hours will be\ncalculated and credited pursuant to Department of Labor regulation 2530.200b-2\nwhich is incorporated herein by reference); (3) each hour for which back pay is\nawarded or agreed to by the Employer without regard to mitigation of damages\n(these hours will be credited to the Employee for the computation period or\nperiods to which the award or agreement pertains rather than the computation\nperiod in which the award, agreement or payment is made). The same Hours of\nService shall not be credited both under (1) or (2), as the case may be, and\nunder (3).\n\n            Notwithstanding (2) 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 entit1ed 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 disability insurance laws; and (iii) Hours of Service are not\nrequired to be credited for a payment which solely reimburses an Employee for\nmedical or medically related expenses incurred by the Employee.\n\n            For purposes of (2) above, a payment shall be deemed to be made by\nor due from the Employer regardless whether such payment is made by or due\nfrom the Employer directly, or indirectly through, among others, a trust fund,\nor insurer, to which the Employer contributes or pays premiums and regardless\nof whether 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            Notwithstanding the foregoing, for purposes of vesting hereunder, a\nParticipant shall be credited with Hours of Service on the basis of his payroll\nperiod in accordance with the equivalencies set forth in Department of Labor\nregulation 2530.200b-3(e)(1), which is incorporated herein by reference.\n\n            For purposes of this Section, Hours of Service will be credited for\nemployment with other Affiliated Employers. The provisions of Department of\nLabor regulations 2530.200b-2(b) and (c)\n\n\n                                      -8-\n\n\nare incorporated herein by reference.\n\n      1.30 \"Income\" means the income or losses allocable to Excess Deferred\nCompensation, Excess Contributions or Excess Aggregate Contributions which\namount shall be allocated in the same manner as income or losses are allocated\npursuant to Section 4.4(f).\n\n      1.31 \"Investment Manager\" means an entity that (a) has the power to\nmanage, acquire, or dispose of Plan assets and (b) acknowledges fiduciary\nresponsibility to the Plan in writing. Such entity must be a person, firm, or\ncorporation registered as an investment adviser under the Investment Advisers\nAct of 1940, a bank, or an insurance company.\n\n      1.32 \"Key Employee\" means an Employee as defined in Code Section 416(i)\nand the Regulations thereunder. Generally, any Employee or former Employee (as\nwell as each of the Employee's or former Employee's Beneficiaries) is considered\na Key Employee if the Employee, at any time during the Plan Year that contains\nthe \"Determination Date\" or any of the preceding four (4) Plan Years, has been\nincluded in one of the following categories:\n\n                  (a) an officer of the Employer (as that term is defined within\n            the meaning of the Regulations under Code Section 416) having annual\n            \"415 Compensation\" greater than 50 percent of the amount in effect\n            under Code Section 415 (b)(1)(A) for any such Plan Year.\n\n                  (b) one of the ten employees having annual \"415 Compensation\"\n            from the Employer for a Plan Year greater than the dollar limitation\n            in effect under Code Section 415(c)(1)(A) for the calendar year in\n            which such Plan Year ends and owning (or considered as owning within\n            the meaning of Code Section 318) both more than one-half percent\n            interest and the largest interests in the Employer.\n\n                  (c) a \"five Percent owner\" of the Employer. \"Five percent\n            owner\" means any person who owns (or is considered as owning within\n            the meaning of Code Section 318) more than five percent (5%) of the\n            outstanding stock of the Employer or stock possessing more than five\n            percent (5%) of the total combined voting power of all stock of the\n            Employer or, in the case of an unicorporated business, any person\n            who owns more than five percent (5%) of the capital or profits\n            interest in the Employer. In determining percentage ownership\n            hereunder, employers that would otherwise be aggregated under Code\n            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\n            \"415 Compensation\" from the Employer of more than $150,000. \"One\n            percent owner\" means any person who owns (or is considered as owning\n            within the meaning of Code Section 318) more than one percent (1%)\n            of the outstanding stock of the Employer or stock possessing more\n            than one\n\n\n                                      -9-\n\n\n            percent (1%) of the total combined voting power of all stock of the\n            Employer or, in the case of an unincorporated business, any person\n            who owns more than one percent (1%) of the capital or profits\n            interest in the Employer. In determining percentage ownership\n            hereunder, employers that would otherwise be aggregated under Code\n            Sections 4l4(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\n            employer required to be aggregated under Code Sections 414(b), (c),\n            (m) and (o) shall be taken into account.\n\n            For purposes of this Section, the determination of \"415\nCompensation\" shall be made by including amounts which are contributed by the\nEmployer pursuant to a salary reduction agreement and which are not includibie\nin the gross income of the Participant under Code Sections 125, 132(f) (4) for\nPlan Years beginning after December 31, 2000, 402(e)(3), 402(h)(1)(B), 403(b)\nor 457(b), and Employee contributions described in Code Section 414(h)(2) that\nare treated as Employer contributions.\n\n      1.33 \"Late Retirement Date\" means the first day of the month coinciding\nwith or next following a Participant's actual Retirement Date after having\nreached Normal Retirement Date.\n\n      1.34 \"Leased Employee\" means, for Plan Years beginning after December 31,\n1996, any person (other than an Employee of the recipient Employer) who pursuant\nto an agreement between the recipient Employer and any other person or entity\n(\"leasing organization\") has performed services for the recipient (or for the\nrecipient 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 performed under primary direction or control by the\nrecipient Employer. Contributions or benefits provided a Leased Employee by the\nleasing organization which are attributable to services performed for the\nrecipient Employer shall be treated as provided by the recipient Employer.\nFurthermore, Compensation for a Leased Employee shall only include Compensation\nfrom the leasing organization that is attributable to services performed for the\nrecipient Employer. A Leased Employee shall not be considered an Employee of the\nrecipient Employer:\n\n                  (a) if such employee is covered by a money purchase pension\n            plan providing:\n\n                  (1) a nonintegrated employer contribution rate of at least 10%\n                  of compensation, as defined in Code Section 415(c)(3), but\n                  for Plan Years beginning prior to January 1, 2001, excluding\n                  amounts that are not includible in gross income under Code\n                  Section 132(f)(4);\n\n                  (2) immediate participation;\n\n\n                                      -10-\n\n                  (3) full and immediate vesting; and\n\n                  (b) if Leased Employees do not constitute more tnan 20% of the\n            recipient Employer's non-highly compensated work force.\n\n      1.35 \"Non-Elective Contribution\" means the Employer 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 used in the \"Actual Deferral Percentage\" tests.\n\n      1.36 \"Non-Highly Compensated Participant\" means, for Plan Years beginning\nafter December 31, 1996, any Participant who is not a Highly Compensated\nEmployee. However, for purposes of Section 4.5(a) and Section 4.6, if the prior\nyear testing method is used, a Non-Highly Compensated Participant shall be\ndetermined using the definition of Highly Compensated Employee in effect for the\npreceding Plan Year.\n\n      1.37 \"Non-Key Employee\" means any Employee or former Employee (and such\nEmployee's or former Employee's Beneficiaries) who is not, and has never been a\nKey Employee.\n\n      1.38 \"Normal Retirement Age\" means the Participant's 60th birthday. A\nParticipant shall become fully Vested in the Participant's Account upon\nattaining Normal Retirement Age.\n\n      1.39 \"Formal Retirement Date\" means the first day of the month coinciding\nwith or next 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            \"Authorized leave of absence\" means an unpaid, temporary cessation\nfrom active emp1oyment with the Employer pursuant to an established\nnondiscriminatory policy, whether occasioned by illness, military service, or\nany other reason.\n\n            A \"maternity or paternity leave of absence\" means an absence from\nwork for any period by reason of the Employee's pregnancy, birth of the\nEmployee's child, placement of a child with the Employee on connection with the\nadoption of such child, or any absence for the purpose of caring for such child\nfor a period immediately following such birth or placement. For this purpose,\nHours of Service shall be created for the computation period in which the\nabsence from work begins, only of credit therefore is necessary to prevent the\nEmployee\n\n\n                                      -11-\n\n\nfrom incurring a 1-Year Break in Service, or, on any other case, on the\nimmediately following computation period. The Hours of Service credited for\n\"maternity or paternity leave of absence\" shall be those which would normally\nhave been credited but for such absence, or, in any case in which the\nAdministrator is unable to determine such hours normally credited, eight (8)\nHours of Service per day. The total Hours of Service required to be credited for\na \"maternity or paternity leave of absence\" shall not exceed the number of Hours\nof Service needed to prevent the Employee from incurring a 1-Year Break in\nService.\n\n      1.41 \"Participant\" means any Eligible Employee who participates in the\nPlan and has not for any reason become ineligible to participate further in the\nPlan.\n\n      1.42 \"Participant Direction Procedures\" means such instructions,\nguidelines or policies, the terms of which are incorporated herein, as shall be\nestablished pursuant to Section 4.12 and observed by the Administrator and\napplied and provided to Participants who have Participant Directed Accounts.\n\n      1.43 \"Participant's Account\" means the account established and maintained\nby the Administrator for each Participant with respect to such Participant's\ntotal interest in the Plan and Trust resulting from the Employer Non-Elective\nContributions.\n\n            A separate accounting shall be maintained with respect to that\nportion of the Participant's Account attributable to Employer matching\ncontributions made pursuant to Section 4.1(b), Employer discretionary\ncontributions made pursuant to Section 4.1(c) and any Employer Qualified\nNon-Elective Contributions.\n\n      1.44 \"Participant's Combined Account\" means the total aggregate amount of\neach Participant's Elective Account and Participant's Account.\n\n      1.45 \"Participant's Directed Account\" means that portion of a\nParticipant's interest in the Plan with respect to which the Participant has\ndirected the investment in accordance with the Participant Direction Procedure.\n\n      1.46 \"Participant's Elective Account\" means the account established and\nmaintained by the Administrator for each Participant with respect to the\nParticipant's total interest in the Plan and Trust resulting room the Employer\nElective Contributions used to satisfy the \"Actual Deferral Percentage\" tests. A\nseparate accounting shall be maintained with respect to that portion of the\nParticipant's Elective Account attributable to such Elective Contributions\npursuant to Section 4.2 and any Employer Qualified Non-Elective Contributions.\n\n      1.47 \"Participant's Transfer\/Rollover Account\" means the account\nestablished and maintained by the Administrator for each Participant with\nrespect to the Participant's total interest in the Plan resulting from amounts\ntransferred to those Plan from a direct plan-to-plan\n\n\n                                      -12-\n\n\ntransfer and\/or with respect to such Participant's interest in the Plan\nresulting from amounts transferred from another qualified plan or \"conduit\"\nIndividual Retirement Account on accordance with Section 4.11.\n\n            A separate accounting shall be maintained with respect to that\nportion of the Participant's Transfer\/Rollover Account attributable to\ntransfers (within the meaning of Code SectIon 414(l)) and \"rollovers.\"\n\n      1.48 \"Plan\" means this instrument, including all amendments thereto.\n\n      1.49 \"Plan Year\" means the Plan's accounting year of twelve (12) months\ncommencing on January 1st of each year and ending the following December 31st,\nexcept for the first Plan Year which commenced October 1st.\n\n      1.50 \"Qualified Non-Elective Contribution\" means any Employer\ncontributions made pursuant to Section 4.6(b) and Section 4.8(f). Such\ncontributions shall be considered an Elective Contribution for the purposes of\nthe Plan and used to satisfy the \"Actual Deferral Percentage\" tests or the\n\"Actual Contributions Percentage\" tests.\n\n      1.51 \"Regulation\" means the Income Tax Regulations as promulgated by the\nSecretary of the Treasury or a delegate of the Secretary of the Treasury, and as\namended from time to time.\n\n      1.52 \"Retired Participant\" means a person who has been a Participant, but\nwho has become entitled to retirement benefits under the Plan.\n\n      1.53 \"Retirement Date\" means the date as of which a Participant retires\nfor reasons other than Total and Permanent Disability, whether such retiremnet\noccurs on a Participant's Normal Retirement Date or Late Retirement Date (see\nSection 6.1).\n\n      1.54 \"Terminated Participant\" means a person who has been a Participant,\nbut whose employment has been terminated other than by death, Total and\nPermanent Disability or retirement.\n\n      1.55 \"Top Heavy Plan\" means a plan described in Section 9.2(a).\n\n      1.56 \"Top Heavy Plan Year\" means a Plan Year during which the Plan is a\nTop Heavy Plan.\n\n      1.57 \"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\" received from the Employer during such year. All\nAffiliated Employers shall be taken into account as a single employer, and\nLeased Employees within the meaning of Code Sections 414(n)(2) and 414(o)(2)\nshall be considered Employees unless such Leased Employees are covered by a plan\ndescribed in Code Section 414(n)(5) and are not covered in any plan\nplan\n\n\n                                      -13-\n\n\nmaintained by the Employer. Employees who are nonresident aliens who received\nno earned income (with the meaning of Code Section 911(d)(2)) from the\nEmployer constituting United States source income within the meaning of Code\nSection 861(a)(3) shall not be treated as Employees. Furthermore, for the\npurpose of determining the number of active Employees in any year, the following\nadditional Employees shall also be excluded, however, such Employees shall still\nbe considered for the purpose of identifying the particular Employees in the\nTop-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\n            week;\n\n                  (c) Employees who normally work less than six (6) months\n            during a year; and\n\n                  (d) Employees who have not yet attained age twenty-one (21).\n\n            In addition, if 90 percent or more of the Employees of the Employer\nare covered 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\non a uniform and consistent basis for all purposes for which the Code Section\n414(q) definition is applicable.\n\n      1.58 \"Total and Permanent Disability\" means a physical or mental condition\nof a Participant resulting from bodily injury, disease, or mental disorder which\nrenders such Participant incapable of continuing usual and customary employment\nwith the Employer. The disability of a Participant shall determined by a\nlicensed physician chosen by the Administrator. The determination shall be\napplied uniformly to all Participants.\n\n      1.59 \"Trustee\" means the person or entity named as trustee herein or in\nany separate trust forming a part of this Plan, and any successors.\n\n      1.60 \"Trust Fund\" means the assets of the Plan and Trust as the same shall\nexist from time to time.\n\n      1.61 \"Valuation Date\" means the Anniversary Date and may include any\nother date or dates deemed necessary or appropriate by the Administrator for\nthe valuation of the Participant's accounts during the Plan Year, which may\ninclude any day that the Trustee, any\n\n\n                                      -14-\n\n\ntransfer agent appointed by the Trustee or the Employer or any stock exchange\nused by such agent, are open for business.\n\n      1.62 \"Vested\" means the nonforfeitable portion of any account maintained\non behalf of a Participant.\n\n      1.63 \"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 vesting purposes, the computation periods shall be the Plan\nYear, including periods prior to the Effective Date of the Plan.\n\n            The computation period shall be the Plan Year if not otherwise set\nforth herein.\n\n            Notwithstanding the foregoing, for any short Plan Year, the\ndetermination of whether an Employee has completed a Year of Service shall be\nmade in accordance 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                                 ADMINISTRATION\n\n2.1   POWERS AND RESPONSIBILITES OF THE EMPLOYER\n\n                  (a) In addition to the general powers and responsibilities\n            otherwise provided for in this Plan, the Employer shall be empowered\n            to appoint and remove the Trustee and the Administrator from time to\n            time as it deems necessary for the proper administration of the Plan\n            to ensure that the Plan is being operated for the exclusive benefit\n            of the Participants and their Beneficiaries in accordance with the\n            terms of the Plan, the Code, and the Act. The Employer may appoint\n            counsel, specialists, advisers, agents (including any nonfiduciary\n            agent) and other persons as the Employer deems necessary or\n            desirable on connection with the exercise of its fiduciary duties\n            under this Plan. The Employer may compensate such agents or\n            advisers from one assets of the Plan as fiducary expenses (but\n            not including any business (settlor) expenses of the Emp1oyer, to\n            the extent not paid by the Employer.\n\n                  (b) The Employer may, by written agreement or designation,\n            appoint at its option an Investment Manager (qualified under the\n            Investment Company Act of 1940 as amended), investment adviser, or\n            other agent to provide direction to the Trustee which respect to any\n            or all of the Plan assets. Such appointment shell be given by the\n            Employer in writing in a form acceptable to the Trustee and shall\n            specifically identify the Plan assets with respect to which\n\n\n                                      -15-\n\n\n            the Investment Manager or other agent shall have authority to direct\n            the investment.\n\n                  (c) The Employer shall establish a \"funding policy and\n            method,\" i.e., it shall determine whether the Plan has a short run\n            need for liquidity (e.g., to pay benefits) or whether liquidity is\n            a long run goal and investment growth (and stability of same) is a\n            more current need, or shall appoint a qualified person to do so.\n            The Employer or its delegate shall communicate such needs and goals\n            to the Trustee, who shall coordinate such Plan needs with its\n            Investment policy. The communication of such a \"funding policy and\n            method\" shall not, however, constitute a directive to the Trustee as\n            to the investment of the Trust Funds. Such \"funding policy and\n            method\" shall be consistent with the objectives of this Plan and\n            with the requirements of Title I of the Act.\n\n                  (d) The Employer shall periodically review the performance\n            of any Fiduciary or other person to whom duties have been delegated\n            or allocated by it under the provisions or those Plan or pursuant to\n            procedures established hereunder. This requirement may be satisfied\n            by 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\n2.2   DESIGNATION OF ADMINISTRATIVE AUTHORITY\n\n            The Employer shall be the Administrator. The Employer may appoint\nany person, including, but not limited to, the Employees of the Employer, to\nperform the duties of the Administrator. Any person so appointed shall signify\nacceptance by filing written acceptance with the Employer. Upon the resignation\nor removal of any individual performing the duties of the Administrator, the\nEmployer may designate a successor.\n\n2.3   POWERS AND DUTIES OF THE ADMINITRATOR\n\n            The primary responsibility of the Administrator is to administrator\nthe Plan for the exclusive benefit of the Participants and the Beneficiaries,\nsubject to the specific terms of the Plan. The Administrator shall administer\nthe Plan in accordance with its terms and shall have the power and discretion to\nconstrue the terms of the Plan and to determine all questions arising in\nconnection with the administration, interpretation, and application of the Plan.\nAny such determination by the Administrator shall be conclusive and binding upon\nall persons. The Administrator may establish procedures, correct any defect,\nsupply any information, or reconcile any inconsistency on such manner and to\nsuch extent as shall be deemed necessary or advisable to carry out the purpose\nof the Plan; provided, however, that any procedure, discretionary act,\ninterpretation or construction shall be done in a nondiscriminatory manner cased\nupon uniform principles consistently applied and shall be consistent with the\n\n\n                                      -16-\n\n\nintent that the Plan shall continue to be deemed a qualified plan under the\nterms of Code Section 401(a), and shall comply with the terms of the Act and\nall regulations issued pursuant thereto. The Administrator shall have all\npowers necessary or appropriate to accomplish the Administrator's duties under\nthe Plan.\n\n            The Administrator shall be charged with the duties of the general\nAdministration of the Plan as set forth under the terms of the Plan, inducing,\nbut 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\n            hereunder and to receive benefits under the Plan;\n\n                  (b) to compute, certify, and direct the Trustee with respect\n            to the amount and the kind of benefits to which any Participant\n            shall be entitled hereunder;\n\n                  (c) to authorize and direct the Trustee with respect to all\n            discretionary or otherwise directed disbursements from the Trust;\n\n                  (d) to maintain all necessary records for the administration\n            of the Plan;\n\n                  (e) to interpret the provisions of the Plan and to make and\n            publish such rules for regulation of the Plan as are consistent with\n            the terms hereof;\n\n                  (f) to determine the size and type of any Contract to be\n            purchased from any insurer, and to designate the insurer from which\n            such Contract shall be purchased;\n\n                  (g) to compute and certify to the Employer and to the\n            Trustee from time to time the sums of money necessary or desirable\n            to be contributed to the Plan;\n\n                  (h) to consult with the Employer and the Trustee regarding the\n            short and long-term liquidity needs of the Paln in order that the\n            Trustee can exercise any investment discretion in a manner designed\n            to accomplish specific objectives;\n\n                  (i) to prepare and implement a procedure to notify Eligible\n            Employees that they may elect to have a portion of their\n            Compensation deferred or paid to them in cash;\n\n                  (j) to act as the named Fiduciary responsibile for\n            communications with Participants as needed to maintain Plan\n            compliance with Act Section 404(c), including, but not limited to,\n            the receipt and transmitting of Participant's directions as to the\n            investment of their account(s) under the Plan and the formulation of\n            policies, rules, and\n\n\n                                      -17-\n\n\n            procedures pursuant to which Participants may give investment\n            instructions with respect to the investment of their accounts;\n\n                  (k) to determine the validity of, and take appropriate action\n            with respect to, any qualified domestic relations order received by\n            it; and\n\n                  (l) to assist any Participant regarding the Participant's\n            rights, benefits, or elections available under the Plan.\n\n2.4   RECORDS AND REPORTS\n\n            The Administrator shall keep a record of all actions taken and\nshall keep all other books of account, records, policies, and other data that\nmay be necessary for proper administration of the Plan and shall be responsible\nfor supplying all information and reports to the Internal Revenue Service,\nDepartment of Labor, Participants, Beneficiaries and others as required by law.\n\n2.3   APPOINTMENT OF ADVISERS\n\n            The Administrator, or the Trustee with the consent of the\nAdministrator, may appoint counsel, specialists, advisers, agents (including\nsuch fiduciary agents) and other persons as the Administrator or the Trustee\ndeems necessary or desirable in connection with the administration of this Plan,\nincluding but not limited to agents and advisers to assist with the\nadministration and management of the Plan, and thereby to provide, among such\nother duties as the Administrator may appoint, assistance with maintaining Plan\nrecords and the providing of investment information to the Plan's investment\nfiduciaries and to Plan Participants.\n\n2.6   PAYMENT OF EXPENSES\n\n            All expenses of administration may be paid out of the Trust Fund\nunless paid by the Employer. Such expenses shall include any expenses incident\nto the functioning of the Administrator, or any person or persons retained or\nappointed by any Named Fiduciary incident to the exercise of their duties under\nthe Plan, including, but not limited to, fees of accountants, counsel,\nInvestment Managers, agents (including nonfiduciary agents) appointed for the\npurpose of assisting the Administrator or the Trustee on carrying out the\ninstructions of Participants as to the directed investment of their accounts and\nother specialists and their agents, the costs of any bonds required pursuant to\nAct Section 412, and other costs of administering the Plan. Until paid, the\nexpenses shall constitute a liability of the Trust Fund.\n\n2.7   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\n\n\n                                      -18-\n\n\nshall be furnished to the claimant within ninety (90) days after the\napplication is filed, or such period as is required by applicable law or\nDepartment of Labor regulation. In the event the claim is denied, the reasons\nfor the denial shall be specifically set forth to the notice on language\ncalculated to be understood by the claimant, pertinent provisions of the Plan\nshall be cited, and, where appropriate, an explanation as to how the claimant\ncan perfect the claim will be provided. In addition, the claimant shall be\nfurnished with an explanation of the Plan's claims review procedure.\n\n2.8   CLAIMS REVIEW PROCEDURE\n\n            Any Employee, former Employee, or Beneficiary of either, who has\nbeen denied a benefit by a decision of the Administrator pursuant to Section 2.7\nshall be entitled to request the Administrator to give further consideration to\na claim by filing with the Administrator a written request for a hearing. Such\nrequest, together with a written statement of the reasons why the claimant\nbelieves the claim should be allowed, shall be filed with the Administrator no\nlater than sixty (60) days after receipt of the written notification provided\nfor in Section 2.7. The Administrator shall then conduct a hearing within the\nnext sixty (60) days, at which the claimant may be represented by an attorney or\nany other representative of such claimant's choosing and expense and at which\nthe claimant shall have an opportunity to submit written and oral evidence and\narguments in support of the claim. At the hearing (or prior thereto upon five\n(5) business days written notice the Administrator) the claimant or the\nclaimant's representative shall have an opportunity to review all documents in\nthe 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 sixty (60) days of receipt of the appeal\n(unless there has been an extension of sixty (60) days due to special\ncircumstances, provided the delay and the special circumstances occasioning it\nare communicated to the claimant within the sixty (60) day period). Such\ncommunication shall be written in a manner calculated to be understood by the\nclaimant and shall include specific reasons for the decision and specific\nreferences to the pertinent Plan provisions on which the decision is based.\n\n                                   ARTICLE III\n                                   ELIGIBILITY\n\n3.1   CONDITIONS OF ELIGIBILITY\n\n            An Eligible Employee shall be eligible to participate hereunder on\nthe date of such Employee's employment with the Employer.\n\n\n                                      -19-\n\n\n3.2   EFFECTIVE DATE OF PARTICIPATION\n\n            An Eligible Employee, with respect to salary reduction elections\npursuant to Section 4.2 and Employer matching contributions pursuant to Section\n4.1(b), shall become a Participant efective as of the first day of the month\ncoinciding with or next following the date on which such Employee met the\neligibility requirements of Section 3.1, provided said Employee was still\nemployed as of such date (or if not employed on such date, as of the date of\nrehire if a 1-Year Break in Service has not occurred or, if later, the date that\nthe Employee would have otherwise entered the Plan had the Employee not\nterminated employment).\n\n            However, with respect to Employer discretionary contributions\npursuant to Section 4.1(c), an Eligible Employee shall become a Participant\neffective as of the date on which such Employee satisfies the eligibility\nrequirements of Section. 3.1.\n\n            If an Employee, who has satisfied the Plan's eligibility\nrequirements and would otherwise have become a Participant, shall go from a\nclassification of a non-eligible Employee to an Eligible Employee, such\nEmployee shall become a Participant on the date such Employee becomes an\nEligible Employee or, if later, the date that the Employee would have otherwise\nentered the Plan had the Empoyee always been an Eligible Employee.\n\n            If an Employee, who has satisfied the Plan's eligibility\nrequirements and would otherwise become a Participant, shall go from a\nclassification of an Eligible Employee to a non-eligible class of Employees,\nsuch Employee shall become a Partiipant in the Plan on the date such Employee\nagain becomes an Eligible Employee, or, if later, the date that the Employee\nwould have otherwise entered the Plan had the Employee always been an Eligible\nEmployee. However, if such Employee incurs a 1-Year Break in Service,\neligibility will be determined under the Break in Service rules set forth in\nSection 3.7.\n\n3.3   DETERMINATION OF ELIGIBILITY\n\n            The Administrator shall determine the eligibility of each Employee\nfor participation in the Plan based upon information furnished by the Employer.\nSuch determination shall be conclusive and binding upon all persons, as long as\nthe same is made pursuant to Plan and the Act. Such determination shall be\nsubject to review pursuant to Section 2.8.\n\n3.4   TERMINATION OF ELIGIBILITY\n\n            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 the Plan for each Year of Service completed while a\nnon-eligible Employee, until such time as the Participant's Account is\nforfeited or distributed pursuant to the terms of the Plan. Additionally, the\nFormer Participant's interest in the Plan shall continue to share in the\nearnings of the Trust Fund.\n\n\n                                      -20-\n\n\n3.5    OMISSION OF ELIGIBLE EMPLOYEE\n\n            If, in any Plan Year, any Employee who should be included as a\nParticlpant in the Plan is erroneously omitted and discovery of such ommission\nis not made until after a contribution by the Employer for the year has been\nmade and allocated, then the Employer shall make a subsequent contribution, if\nnecessary after the application of Section 4.4(c), so that the omitted\nEmployee receives a total amount which the Employee would have received\n(including both Employer contributions and earnings thereon) had the Employee\nnot been omitted. Such contribution shall be made regardless of whether it\nis deductible in whole or in part in any taxable year under applicable\nprovisions of the Code.\n\n3.6   INCLUSION OF INELIGIBLE EMPLOYEE\n\n            If, in any Plan Year, any person who should not have seen\nincluded as a Participant in the Plan is erroneously included and discovery of\nsuch inclusion is not made until after a contribution for the year has been\nmade and allocated, the Employer shall be entitled to recover the contribution\nmade with respect to the ineligible person provide the error is discovered\nwithin twelve (12) months of the date on which it was made. Otherwise, the\namount contributed with respect to the ineligible person shall constitute a\nForfeiture for the Plan Year in which the discovery is made. Notwithstanding\nthe foregoing, any Deferred Compensation made by an ineligible person shall be\ndistributed to the person (along with any earnings attributable to such\nDeferred Compensation)\n\n3.7   REHIRED EMPLOYEES AND BREAKS IN SERVICES\n\n                  (a) If any Participant becomes a Former Participant due to\n            severance from employment with the Employer and is re-employed by\n            the Employer before a 1-Year Break in Service occurs, the Former\n            Participant shall become a Participant as of the re-employment\n            date.\n\n                  (b) If any Participant becomes a former Participant due to\n            severance from employment with the Employer and is re-employed\n            after a 1-Year Break in Service has occurred, Years of Service shall\n            include years of Service prior to the 1-Year Break in Service\n            subject to the following rules:\n\n                        (I) In the case of a Former Participant who under the\n                        Plan does not have a nonforfeitable right to an\n                        interest in the Plan resulting from Employer\n                        contributions, Years of Service before a period of\n                        1-Year Break in Service will not be taken into account\n                        if the number of consecutive 1-Year Breaks in Service\n                        equal or exceed the greater of (A) five (5) or (B) the\n                        aggregate number of pre-break Years of Service. Such\n                        aggregate number of Years of Service will not include\n                        any Years of Service disregarded under the preceding\n                        sentence by reason of prior 1-Year Breaks in Services.\n\n\n                                      -21-\n\n\n                        (2) A Former Participant shall participate on the Plan\n                        as of the date of re-employment.\n\n                        (c) After a Former Participant who has severed\n                  employment with the Employer incurs five 5) consecutive 1-Year\n                  Breaks in Service, the Vested portion of said Former\n                  Participant's Account attributable to pre-break service shall\n                  not be increased as a result of post-break service. In such\n                  case, separate accounts will be maintained as follows:\n\n                        (1) one account for nonforfeitable benefits attributable\n                        to pre-break service; and\n\n                        (2) one account representing the Participant's Employer\n                        derived account balance in the Plan attributable to\n                        post-break service.\n\n                        (d) If any Participant becomes a Former Participant due\n                  to severance of employment with the Employer and is\n                  re-employed by the Employer before five (5) consecutive 1-Year\n                  Breaks in Service, and such Former Participant had received a\n                  distribution of the entire Vested interest prior to\n                  re-employment, then the forfeited account shall be reinstated\n                  only if the Former Participant repays the full amount which\n                  had been distributed. Such repayment must be made before the\n                  earlier of five (5) years after the first date on which the\n                  Participant is subsequently re-employed by the Employer or the\n                  close of the first period of five (5) consecutive 1-Year\n                  Breaks in Service commencing after the distribution. If a\n                  distribution occurs for any reason other than a severance of\n                  employment, the time for repayment may not end earlier than\n                  five (5) years after the date of distribution. In the event\n                  the Former Participant does repay the full amount distributed,\n                  the undistributed forfeited portion of the Participant's\n                  Account must be restored in full, unadjusted by any gains or\n                  losses occurring subsequent to the Valuation Date preceding\n                  the distribution. The source for such reinstatement may be\n                  Forfeitures occurring during the Plan Year. If such source is\n                  insufficient, then the Employer will contribute an amount\n                  which is sufficient to restore any such forfeited Accounts\n                  provided, however, that if a discretionary contribution is\n                  made for such year pursuant to Section 4.1(c), such\n                  contribution will first be applied to restore any such\n                  Accounts and the remainder shall be allocated in accordance\n                  with Section 4.4.\n\n3.8   ELECTION NOT TO PARTICIPATE\n\n            An Employee, for Plan Years beginning on or after the later of the\nadoption date or effective date of this amendment and restatement, may, subject\nto the approval of the Employer, elect voluntarily not to participate in the\nPlan. The election not to participate must be irrevocable and communicated to\nthe Employer, in\n\n\n                                      -22-\n\n\nwriting, within a reasonable period of time before the beginning of the first\nPlan Year.\n\n                                   ARTICLE IV\n                           CONTRIBUTION AND ALLOCATION\n\n4.1   FORMULA FOR DETERMINING EMPLOYER CONTRIBUTION\n\n            For each Plan Year, the Employer shall contribute to the Plan:\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\n            be deemed an Employer Elective Contribution.\n\n                  (b) On behalf of each Participant who elects to defer\n            Compensation in accordance with Section 4.2(a) hereof, a matching\n            contribution equal to 100% of each such Participant's Deferred\n            Compensation not in excess of 3% of his Compensation, which amount\n            shall be deemed an Employer Non-Elective Contribution.\n\n                        In applying the foregoing matching formula, the matching\n            contribution shall be accrued separately for each pay period during\n            the Plan Year, and only Deferred Compensation not in excess of 3% of\n            a Participant's Compensation in any such pay period shall be\n            considered. Except, however, in applying the matching formula\n            specified above for the Plan Years beginning January 1, 2000, and\n            January 1, 2001, respectively, salary reductions up to 3% of\n            Compensation for the entire Plan Year shall be considered.\n\n                  (c) A discretionary amount, which amount, if any, shall be\n            deemed an Employer Non-Elective Contribution.\n\n                  (d) Additionally, to the extent necessary, the Employer shall\n            contribute to the Plan the amount necessary to provide the top heavy\n            minimum contribution. All contributions by the Employer shall be\n            made in cash or in such property as is acceptable to the Trustee.\n\n4.2   PARTICIPANT'S SALARY REDUCTION ELECTION\n\n                  (a) Each Participant may elect to defer Compensation which\n            would have been received in the Plan Year, but for the deferral\n            election, by up to 15%. A deferral election (or modiication of an\n            earlier election) may not be made with respect to Compensation which\n            is currently available on or before the date the Participant\n            executed such election. For purposes of this Section, Compensation\n            shall be determined prior to any reductions made pursuant to Code\n            Sections 125, 132(f)(4) for Plan Years beginning after December\n            3l, 2000, 402(e)(3), 402(h)(1)(B), 403(b) or 457(b), and Employee\n\n\n                                      -23-\n\n\n            contributions described in. Code Section 414(h)(2) that are treated\n            as Employer contributions.\n\n                        The amount by which Compensation is reduced shall be\n            that Participant's Deferred Compensation and be treated as an\n            Employer Elective Contribution and allocated to that Participant's\n            Elective Account.\n\n                  (b) The balance in each Participant's Elective Account shall\n            be fully Vested at all times and, except as otherwise provided\n            herein, shall not be subject to Forfeiture for any reason.\n\n                  (c) Notwithstanding anything in the Plan to the contrary,\n            amounts held in the Participant's Elective Account may not be\n            distributable (including any offset of loans) earlier than:\n\n                  (1) a Participant's separation from service, Total and\n                  Permanent Disability, or death;\n\n                  (2) a Participant's attainment of age 59 1\/2;\n\n                  (3) the termination of the Plan without the existence at the\n                  time of Plan termination of another defined contribution plan\n                  or the establishment of a successor defined contribution plan\n                  by the Employer or an Affiliated Employer within the period\n                  ending twelve months after distribution of all assets from the\n                  Plan maintained by the Employer. For this purpose, a defined\n                  contribution plan does not include an employee stock ownership\n                  plan (as defined in Code Section 4975(e)(7) or 409), a\n                  simplified employee pension plan (as defined in Code Section.\n                  408(k)), or a simple individual retirement account plan (as\n                  defined in Code Section 408(p));\n\n                  (4) the date of disposition by the Employer to an entity that\n                  is not an Affiliated Employer of substantially all of the\n                  assets (within the meaning of Code Section 409(d)(2)) used\n                  in a trade or business of such corporation or such corporation\n                  continues to maintain this Plan after the disposition with\n                  respect to a Participant who continues employment with the\n                  corporation acquiring such assets;\n\n                  (5) the date of disposition by the Employer or an Affiliated\n                  Employer who maintains the Plan of its interest in a\n                  subsidiary (within the meaning of Code Section 409(d)(3)) to\n                  an entity which is not an Affiliated Employer but only with\n                  respect to a Participant who continues employment with such\n                  subsidiary; or\n\n\n                                      -24-\n\n\n                  (6) the proven financial hardship of a Participant subject to\n                  the limitations of Section 6.l1.\n\n                  (d) For each Plan Year, a Participant's Deferred Compensation\n            made under this Plan and all other plans, contracts or arrangements\n            of the Employer maintaining this Plan shall not exceed, during any\n            taxable year of the Participant, the limitation imposed by Code\n            Section 402(g) as in effect at the beginning of such taxable year.\n            If such dollar limitation is exceeded, a Participant will be deemed\n            to have notified the Administrator of such excess amount which shall\n            be distributed in a manner consistent with Section. 4.2(f). The\n            dollar limitation shall be adjusted annually pursuant to the method\n            provided in Code Section 415(d) in accordance with Regulations.\n\n                  (e) In the event a Participant has received a hardship\n            distribution from the Participant's Elective Account pursuant to\n            Section 6.11(b) or pursuant to Regulation 1.401(k)-1(d)(2)(iv)(B)\n            from any other plan maintained by the Employer, than such\n            Participant shall not be permitted to elect to have Deferred\n            Compensation contributed to the Plan for a period of twelve (12)\n            months following the receipt of the distribution. Furthermore, the\n            dollar limitation under Code Section 402(g) shall be reduced, with\n            respect to the Participant's taxable year following the taxable year\n            in which the hardship distribution was made, by the amount of such\n            Participant's Deferred Compensation, if any, pursuant to this Plan\n            (and any other plan maintained by the Employer) for the taxable year\n            of the hardship distribution.\n\n                  (f) If a Participant's Deferred Compensation under this Plan\n            together with any elective deferrals (as defined in Regulation\n            l.402(g)-l(b)) under another qualified cash or deferred arrangement\n            (as described in Code Section 401(k)), a simplified employee pension\n            (as described in Code Section 408(k)(6)), a simple individual\n            retirement account plan (as described in Code Section 408(p)), a\n            salary reduction arrangement (within the meaning of Code Section\n            3121(a)(5)(D), a deferred compensation plan under Code Section\n            457(b), or a trust described in Code Section 501(c)(18) cumulatively\n            exceed the limitation imposed by Code Section 402(g) as adjusted\n            annually in accordance with the method provided in Code Section\n            415(d) pursuant to Regulations) for such Participant's taxable year,\n            the Participant may, not later than March 1 following the close of\n            the Participant's taxable year, notify the Administrator in wrIting\n            of such excess and request that the Participant's Deferred\n            Compensation under this Plan be reduced by an amount specified by\n            the Participant. In such event, the Administrator may direct the\n            Trustee to distribute such excess amount (and any Income allocable\n            to such excess amount) to the Participant not later than the\n\n\n                                      -25-\n\n\n            first April 15th following the close of the Participant's taxable\n            year. Any distribution of less than the entire amount of Excess\n            Deferred Compensation and Income shall be treated as a pro rata\n            distribution of Excess Deferred Compensation and Income. The amount\n            distributed shall not exceed the Participant's Deferred Compensation\n            under the Plan for the taxable year (and any income allocable to\n            such excess amount). Any distribution on or before the last day of\n            the Participant's taxable year must satisfy each of the following\n            conditions:\n\n                  (1) the distribution must be made after the date on which the\n                  Plan 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\n                  of Excess Deferred Compensation.\n\n                        Any distribution made pursuant to this Section 4.2(f)\n            shall be made first from unmatched Deferred Compensation and,\n            thereafter, from Deferred Compensation which is matched. Matching\n            contributions which relate to such Deferred Compensation shall be\n            forfeited.\n\n                  (g) Notwithstanding Section 4.2(f) above, a Participant's\n            Excess Deferred Compensation shall be reduced, but not below zero,\n            by any distribution of Excess Contributions pursuant to Section\n            4.6(a) for the Plan Year beginning with or within the taxable year\n            of the Participant.\n\n                  (h) At Normal Retirement Date, or such other date when the\n            Participant shall be entitled to receive benefits, the fair market\n            value of the Participant's Elective Account shall be used to provide\n            additional benefits to the Participant or the Participant's\n            Beneficiary.\n\n                  (i) Employer Elective Contributions made pursuant to this\n            Section may be segregated into a separate account for each\n            Participant in a federally insured saving account, certificate of\n            deposit in a bank or savings and loan association, money market\n            certificate, or other short-term debt security acceptable to the\n            Trustee until such time as the allocations pursuant to Section 4.4\n            have been made.\n\n                  (j) The Employer and the Administrator shall implement the\n            salary reduction elections provided for herein in accordance with\n            the following:\n\n                  (1) A Participant must make an initial salary deferral\n                  election within a reasonable time, not to\n\n\n                                      -26-\n\n\n                  exceed thirty (30) days, after entering the Plan pursuant to\n                  Section 3.2. If the Participant fails to make an i3nitial\n                  salary deferral election within such time, then such\n                  Participant may thereafter make an election in accordance with\n                  the rules govering modifications. The Participant shall make\n                  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\n                  have retroactive effect and shall remain in force until\n                  revoked.\n\n                  (2) A Participant may modify a prior election at any time\n                  during the Plan Year and concurrently make a new election by\n                  filing a written notice with the Administrator within a\n                  reasonable time before the pay period for which such\n                  modification is to be effective. Any modification shall not\n                  have retroactive effect and shall remain in force until\n                  revoked.\n\n                  (3) A Participant may elect to prospectively revoke the\n                  Participant's salary reduction agreement in its entirety at\n                  any time during the Plan Year by providing the Administrator\n                  with thirty (30) days written notice of such revocation (or\n                  upon such shorter notice period as may be acceptable to the\n                  Administrator). Such revocation shall become effective as of\n                  the beginning of the first pay period coincident with or next\n                  following the expiration of the notice period. Furthermore,\n                  the termination of the Participant's employment, or the\n                  cessation of participation for any reason, shall be deemed to\n                  revoke any salary reduction agreement then in effect,\n                  effective immediately following the close of the pay period\n                  within which such termination or cessation occurs.\n\n4.3 TIME OF PAYMENT OF EMPLOYER CONTRIBUTION\n\n            The Employer may make its contribution to the Plan for a particular\nPlan Year at such time as the Employer, in its sole discretion, determines. If\nthe Employer makes a contribution for a particular Plan Year after the close of\nthat Plan Year, the Employer will designate to the Trustee the Plan Year for\nwhich the Employer is making its contribution.\n\n4.4 ALLOCATION OF CONTRIBUTION AND EARNINGS\n\n                  (a) The Administrator shall establish and maintain an account\n            in the name of each Participant to which the Administrator shall\n            credit as of each Anniversary Date, or other Valuation Date, all\n            amounts allocated to each such Participant as set forth herein.\n\n\n                                      -27-\n\n\n                  (b) The Employer shall provide the Administrator with all\n            information required by the Administrator to make a proper\n            allocation of the Employer contributions for each Plan Year. Within\n            a reasonable period of time after the date of receipt by the\n            Administrator of such information, the Administrator shall allocate\n            such contribution as follows:\n\n                  (1) With respect to the Employer 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                  (2) With respect to the Employer Non-Elective Contribution\n                  made pursuant to Section 4.1(b), to each Participant's Account\n                  in accordance with Section 4.1(b).\n\n                  Any Participant actively employed during the Plan Year shall\n                  be eligible to share in the matching contribution for the Plan\n                  Year.\n\n                  (3) With respect to the Employer Non-Elective Contribution\n                  made pursuant to Section 4.1(c), to each Participant's Account\n                  in the same proportion that each such Participant's\n                  Compensation for the year bears to the total Compensation of\n                  all Participants for such year.\n\n                  Only Participants who are actively employed on the last day of\n                  the Plan Year shall be eligible to share in the discretionary\n                  contribution for the year.\n\n                  (c) On or before each Anniversary Date any amounts which\n            became Forfeitures since the last Anniversary Date may be made\n            available to reinstate previously forfeited account balances of\n            Former Participants, if any, in accordance with Section 3.7(d), be\n            used to satisfy any contribution that may be required pursuant to\n            Sections 3.5 and 6.9, or be used to pay any administrative expenses\n            of the Plan. The remaining Forfeitures, if any, shall be used to\n            reduce the Employer's contributions hereunder for the Plan Year in\n            which such Forfeitures occur.\n\n                  (d) For any Top Heavy Plan Year, Employees not otherwise\n            eligible to share in the allocation of contributions as provided\n            above, shall receive the minimum allocation provided for in Section\n            4.4(g) if eligible pursuant to the provisions of Section 4.4(i).\n\n                  (e) Notwithstanding the foregoing, Participants who are not\n            actively employed on the last day of the Plan Year due to Retirement\n            (Normal or Late), Total and Permanent\n\n\n                                      -28-\n\n\n            Disability or death shall share in the allocation of contributions\n            for that Plan Year.\n\n                  (f) As of each Valuation Date, before the current valuation\n            period allocation of Employer contributions, any earnings or losses\n            (net appreciation or net depreciation) of the Trust Fund shall be\n            allocated in the same proportion that each Participant's and Former\n            Participant's nonsegregated accounts bear to the total of all\n            Participants' and Former Participants' nonsegregated accounts as of\n            such date. Earnings or losses with respect to a Participant's\n            Directed Account shall be allocated in accordance with Section 4.12.\n\n                        Participants' transfers from other qualified plans\n            deposited in the general Trust Fund shall share in any earnings and\n            losses (net appreciation or depreciation) of the Trust Fund in the\n            same manner provided above. Each segregated account maintained on\n            behalf of a Participant shall be credited or charged with its\n            separate earnings and losses.\n\n                  (g) Minimum Allocations Required for Top Heavy Plan Years:\n            Notwithstanding the foregoing, for any Top Heavy Plan Year, the sum\n            of the Employer contributions allocated to the Participant's\n            Combined Account of each Employee shall be equal to at least three\n            percent (3%) of such Employee's \"415 Compensation\" (reduced by\n            contributions and forfeitures, if any, allocated to each Employee in\n            any defined contribution plan included with this Plan in a Required\n            Aggregation Group). However, if (1) the sum of the Employer\n            contributions allocated to the participant's Combined Account of\n            each Key Employee for such Top Heavy Plan Year is less than three\n            percent (3%) of each Key Employee's \"415 Compensation\" and (2) this\n            Plan is not required to be included in an Aggregation Group to\n            enable a defined benefit plan to meet the requirements of Code\n            Section 401(a) (4) or 410, the sum of the Employer contributions\n            allocated to the Participant's Combined Account of each Employee\n            shall be equal to the largest percentage allocated to the\n            Participant's Combined Account of any Key Employee. However, in\n            determining whether a Non-Key Employee has received the required\n            minimum allocation, such Non-Key Employee's Deferred Compensation\n            and matching contributions needed to satisfy the \"Actual\n            Contribution Percentage\" tests pursuant to Section 4.7(a) shall not\n            be taken into account.\n\n                        However, no such minimum allocation shall be required in\n            this Plan for any Employee who participates in another defined\n            contribution plan subject to Code Section 412 included with this\n            Plan in a Required Aggregation Group.\n\n                  (h) For purposes of the minimum allocations set forth\n\n\n                                      -29-\n\n\n            above, the percentage allocated to the Participant's Combined\n            Account of any Key Employee shall be equal to the ratio of the sum\n            of the Employer contributions allocated on behalf of such Key\n            Employee divided by the \"415 Compensation\" for such Key Employee.\n\n                  (i) For any Top Heavy Plan Year, the minimum allocations set\n            forth above shall be allocated to the Participant's Combined Account\n            of all Employees who are Participants and who are employed by the\n            Employer on the last day of the Plan Year, including Employees who\n            have (1) failed to complete a Year of Service; and (2) declined to\n            make mandatory contributions (if required) or, in the case of a cash\n            or deferred arrangement, elective contributions to the Plan.\n\n                  (j) For the purposes of this Section, \"415 Compensation\" in\n            excess of $150,000 (or such other amount provided, in the Code)\n            shall be disregarded. Such amount shall be adjusted or increases in\n            the cost of living in accordance with Code Section 401(a)(17)(B),\n            except that the dollar increase in effect on January 1 of any\n            calendar year shall be effective for the Plan Year beginning with or\n            within such calendar year. If \"415 Compensation\" for any prior\n            determination period is taken into account in determining a\n            Participant's minimum benefit for the current Plan Year, the \"415\n            Compensation\" for such determination period is subject to the\n            applicable annual \"415 Compensation\" limit in effect for that prior\n            period. For this purpose, in determining the minimum benefit in Plan\n            Years beginning on or after January 1, 1989, the annual \"415\n            Compensation\" limit in effect for determination periods beginning\n            before that date is $200,000 (or such other amount as adjusted for\n            increases in the cost of living in accordance with Code Section\n            415(d) for determination periods beginning on or after January 1,\n            1989, and in accordance with Code Section 401(a)(17)(B) for\n            determination periods beginning on or after January 1, 1994). For\n            determination periods beginning prior to January 1, 1989, the\n            $200,000 limit shall apply only for Top Heavy Plan Years and shall\n            not be adjusted. For any short Plan Year the \"415 Compensation\"\n            limit shall be an amount equal to the \"415 Compensation\" limit for\n            the calendar year in which the Plan Year begins multiplied by the\n            ratio obtained by dividing the number of full months in the short\n            Plan Year by twelve (12).\n\n                  (k) Notwithstanding anything herein to the contrary,\n            Participants who terminated employment for any reason during the\n            Plan Year shall share in the salary reduction contributions made by\n            the Employer for the year of termination without regard to the Hours\n            of Service credited.\n\n                  (l) Notwithstanding anything in this Section to the contrary,\n            all information necessary to properly reflect a\n\n\n                                      -30-\n\n\n            given transaction may not be available until after the date\n            specified herein for processing such transaction, in which case the\n            transaction will be reflected when such information is received and\n            processed. Subject to express limits that may be imposed under the\n            Code, the processing of any contribution, distribution or other\n            transaction may be delayed for any legitimate business reason\n            (including, but not limited to, failure of systems or computer\n            programs, failure of the means of the transmission of data, force\n            majeure, the failure of a service provider to timely receive values\n            or prices, and the correction for errors or omissions or the errors\n            or omissions of any service provider). The processing date of a\n            transaction will be binding for all purposes of the Plan.\n\n                  (m) Notwithstanding anything to the contrary, if this is a\n            plan that would otherwise fail to meet the requirements of code\n            Section 410(b) (1) and the Regulations thereunder because Employer\n            contributions would not be allocated to a sufficient number or\n            percentage of Participants for a Plan Year, then the following rules\n            shall apply:\n\n                  (1) The group of Participants eligible to share in the\n                  Employer's contribution for the Plan Year shall be expanded to\n                  include the minimum number of Participants who would not\n                  otherwise be eligible as are necessary to satisfy the\n                  applicable test specified above. The specific Participants who\n                  shall become eligible under the terms of this paragraph shall\n                  be those who have not separated from service prior to the last\n                  day of the Plan Year and have completed the greatest number of\n                  Hours of Service in the Plan Year.\n\n                  (2) If after application of paragraph (1) above, the\n                  applicable test is still not satisfied, then the group of\n                  Participants eligible to share in the Employer's contribution\n                  for the Plan Year shall be further expanded to include the\n                  minimum number of Participants who have separated from service\n                  prior to the last day of the Plan Year as are necessary to\n                  satisfy the applicable test. The specific Participants who\n                  shall become eligible to share shall be those Participants who\n                  have completed the greatest number of Hours of Service in the\n                  Plan 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\n                  reallocated to satisfy these requirements. In such event, the\n                  Employer shall make an additional contribution equal to the\n                  amount such affected Participants would have received had they\n                  been included in the allocations,\n\n\n                                      -31-\n\n\n                  even if it exceeds the amount which would be deductible under\n                  Code Section 404. Any adjustment to the allocations pursuant\n                  to this paragraph shall be considered a retroactive amendment\n                  adopted by the last day of the Plan Year.\n\n4.5 ACTUAL DEFERRAL PERCENTAGE TESTS\n\n                  (a) Maximum Annual Allocation: For each Plan Year beginning\n            after December 31, 1996, the annual allocation derived from Employer\n            Elective Contributions to a Highly Compensated Participant's\n            Elective Account shall satisfy one of the following tests:\n\n                  (1) The \"Actual Deferral Percentage\" for the Highly\n                  Compensated Participant group shall not be more than the\n                  \"Actual Deferral Percentage\" of the Non-Highly Compensated\n                  Participant group (for the preceding Plan Year if the prior\n                  year testing method is used to calculate the \"Actual Deferral\n                  Percentage\" for the Non-Highly Compensated Participant group)\n                  multiplied by 1.25, or\n\n                  (2) The excess of the \"Actual Deferral Percentage\" for the\n                  Highly Compensated Participant group over the \"Actual Deferral\n                  Percentage\" for the Non-Highly Compensated Participant group\n                  (for the preceding Plan Year if the prior year testing method\n                  is used to calculate the \"Actual Deferral Percentage\" for the\n                  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\n                  not exceed the \"Actual Deferral Percentage\" for the Non-Highly\n                  Compensated Participant group (for the preceding Plan Year if\n                  the prior year testing method is used to calculate the \"Actual\n                  Deferral Percentage\" for the Non-Highly Compensated\n                  Participant group) multiplied by 2. The provisions of Code\n                  Section 401(k)(3) and Regulation 1.401(k)-1(b) are\n                  incorporated herein by reference.\n\n                  However, in order to prevent the multiple use of the\n                  alternative method described in (2) above and in Code Section\n                  401(m)(9)(A), any Highly Compensated Participant eligible to\n                  make elective deferrals pursuant to Section 4.2 and to make\n                  Employee contributions or to receive matching contributions\n                  under this Plan or under any other plan maintained by the\n                  Employer or an Affiliated Employer shall have a combination of\n                  such Participant's Elective Contributions and Employer\n                  matching contributions reduced pursuant to Section 4.6(a) and\n                  Regulation 1.401(m)-2, the provisions of which are\n                  incorporated\n\n\n                                      -32-\n\n\n                  herein by reference.\n\n                  (b) For the purposes of this Section \"Actual Deferral\n            Percentage\" means, with respect to the Highly Compensated\n            Participant group and Non-Highly Compensated Participant group for a\n            Plan Year, the average of the ratios, calculated separately for each\n            Participant in such group, of the amount of Employer Elective\n            Contributions allocated to each Participant's Elective Account for\n            such Plan Year, to such Participant's \"414(s) Compensation\" for such\n            Plan Year. The actual deferral ratio for each Participant and the\n            \"Actual Deferral Percentage\" for each group shall be calculated to\n            the nearest one hundredth of one percent. Employer Elective\n            Contributions allocated to each Non-Highly Compensated Participant's\n            Elective Account shall be reduced by Excess Deferred Compensation to\n            the extent such excess amounts are made under this Plan or any other\n            plan maintained by the Employer.\n\n                        Notwithstanding the above, if the prior year test method\n            is used to calculate the \"Actual Deferral Percentage\" for the Non-\n            Highly Compensated Participant group for the first Plan Year of this\n            amendment and restatement, the \"Actual Deferral Percentage\" for the\n            Non-Highly Compensated Participant group for the preceding Plan Year\n            shall be calculated pursuant to the provisions of the Plan then in\n            effect.\n\n                  (c) For the purposes of Sections 4.5(a) and 4.6, a Highly\n            Compensated Participant and a Non-Highly Compensated Participant\n            shall include any Employee eligible to make a deferral election\n            pursuant to Section 4.2, whether or not such deferral election was\n            made or suspended pursuant to Section 4.2.\n\n                        Notwithstanding the above, if the prior year testing\n            method is used to calculate the \"Actual Deferral Percentage\" for the\n            Non-Highly Compensated Participant group for the first Plan Year of\n            this amendment and restatement, for purposes of Section 4.5(a) and\n            4.6, a Non-Highly Compensated Participant shall include any such\n            Employee eligible to make a deferral election, whether or not such\n            deferral election was made or suspended, pursuant to the provisions\n            of the Plan in effect for the preceding Plan Year.\n\n                  (d) For the purposes of this Section and Code Sections 401(a)\n            (4), 410(b) and 401(k), if two or more plans which include cash or\n            deferred arrangements are considered one plan for the purposes of\n            Code Section 401(a) (4) or 410(b) (other than Code Section 410(b)\n            (2) (A) (ii)), the cash or deferred arrangements included in such\n            plans shall be treated as one arrangement. In addition, two or more\n            cash or deferred arrangements may be considered as a single\n\n\n                                      -33-\n\n\n                  arrangement for purposes of determining whether or not such\n                  arrangements satisfy Code Sections 401(a)(4), 410(b) and\n                  401(k). In such a case, the cash or deferred arrangements\n                  included in such plans and the plans including such\n                  arrangements shall be treated as one arrangement and as one\n                  plan for purposes of this Section and Code Sections 401(a)(4),\n                  410(b) and 401(k). Any adjustment to the Non-Highly\n                  Compensated Participant actual deferral ratio for the prior\n                  year shall be made in accordance with Internal Revenue Service\n                  Notice 981 and any superseding guidance. Plans may be\n                  aggregated under this paragraph (d) only if they have the same\n                  plan year. Notwithstanding the above, for Plan Years beginning\n                  after December 31, 1996, if two or more plans which include\n                  cash or deferred arrangements are permissively aggregated\n                  under Regulation 1.41O(b)-7(d), all plans permissively\n                  aggregated must use either the current year testing method or\n                  the prior year testing method for the testing year.\n\n                        Notwithstanding the above, an employee stock ownership\n            plan described in Code Section 4975(e)(7) or 409 may not be\n            combined with this Plan for purposes of determining whether the\n            employee stock ownership plan or this Plan satisfies this Section\n            and Code Sections 401(a)(4), 410(b) and 401(k).\n\n                  (e) 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\n                  (f) For the purpose of this Section, for Plan Years beginning\n            after December 31, 1996, when calculating the \"Actual Deferral\n            Percentage\" for the Non-Highly Compensated Participant group, the\n            current year testing method shall be used. Any change from the\n            current year testing method to the prior year testing method shall\n            be made pursuant to Internal Revenue Service Notice 981, Section VII\n            (or superseding guidance), the provisions of which are incorporated\n            herein by reference.\n\n                  (g) Notwithstanding anything in this Section to the contrary,\n            the provisions of this Section and Section 4.6 may be applied\n            separately (or will be applied separately to the\n\n\n                                      -34-\n\n\n            extent required by Regulations) to each plan within the meaning of\n            Regulation 1.401(k)-1(g)(11). Furthermore, for Plan Years\n            beginning after December 31, 1998, the provisions of Code Section\n            401(k)(3)(F) may be used to exclude from consideration all Non-\n            Highly Compensated Employees who have not satisfied the minimum age\n            and service requirements of Code Section 410(a)(1)(A).\n\n4.6 ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS\n\n            In the event (or if it is anticipated) that the initial allocations\nof the Employer Elective Contributions made pursuant to Section 4.4 do (or\nmight) not satisfy one of the tests set forth in Section 4.5(a) for Plan Years\nbeginning after December 31, 1996, the Administrator shall adjust Excess\nContributions pursuant to the options set forth below:\n\n                  (a) On or before the fifteenth day of the third month\n            following the end of each Plan Year, but in no event later than the\n            close of the following Plan Year, the Highly Compensated Participant\n            having the largest dollar amount of Elective Contributions shall\n            have a portion of such Participant's Elective Contributions\n            distributed until the total amount of Excess Contributions has been\n            distributed, or until the amount of such Participant's Elective\n            Contributions equals the Elective Contributions of the Highly\n            Compensated Participant having the second largest dollar amount of\n            Elective Contributions. This process shall continue until the total\n            amount of Excess Contributions has been distributed. In determining\n            the amount of Excess Contributions to be distributed with respect to\n            an affected Highly Compensated Participant as determined herein,\n            such amount shall be reduced pursuant to Section 4.2(f) by any\n            Excess Deferred Compensation previously distributed to such affected\n            Highly Compensated Participant for such Participant's taxable year\n            ending with or within such Plan Year.\n\n                  (1) With respect to the distribution of Excess Contributions\n                  pursuant 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\n                        allocable;\n\n                        (ii) shall be adjusted for Income; and\n\n                        (iii) shall be designated by the Employer as a\n                        distribution 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\n\n\n                                      -35-\n\n\n                  distribution of Excess Contributions and Income.\n\n                  (3) Matching contributions which relate to Excess\n                  Contributions shall be forfeited unless the related matching\n                  contribution is distributed as an Excess Aggregate\n                  Contribution pursuant to Section 4.8.\n\n                  (b) Notwithstanding the above, within twelve (12) months after\n            the end of the Plan Year, the Employer may make a special Qualified\n            Non-Elective Contribution in accordance with one of the following\n            provisions which contribution shall be allocated to the\n            Participant's Elective Account of each Non-Highly Compensated\n            Participant eligible to share in the allocation in accordance with\n            such provision. The Employer shall provide the Administrator with\n            written notification of the amount of the contribution being made\n            and for which provision it is being made pursuant to:\n\n                  (1) A special Qualified Non-Elective Contribution may be made\n                  on behalf of Non-Highly Compensated Participants in an amount\n                  sufficient to satisfy (or to prevent an anticipated failure\n                  of) one of the tests set forth in Section 4.5(a). Such\n                  contribution shall be allocated in the same proportion that\n                  each Non-Highly Compensated Participant's 414(s) Compensated\n                  for the year (or prior year if the prior year testing method\n                  is being used) bears to the total 414(s) Compensation of all\n                  Non-Highly Compensated Participants for such year.\n\n                  (2) A special Qualified Non-Elective Contribution may be made\n                  on behalf of Non-Highly Compensated Participants in an amount\n                  sufficient to satisfy (or to prevent an anticipated failure\n                  of) one of the tests set forth in Section 4.5(a). Such\n                  contribution shall be allocated in the same proportion that\n                  each Non-Highly Compensated Participant electing salary\n                  reductions pursuant to Section 4.2 in the same proportion that\n                  each such Non-Highly Compensated Participant's Deferred\n                  Compensation for the year (or at the end of the prior Plan\n                  Year if the prior year testing method is being used) bears to\n                  the total Deferred Compensation of all such Non-Highly\n                  Compensated Participants for such year.\n\n                  (3) A special Qualified Non-Elective Contribution may be made\n                  on behalf of Non-Highly Compensated Participants in an amount\n                  sufficient to satisfy (or to prevent an anticipated failure\n                  of) one of the tests set forth in Section 4.5(a). Such\n                  contribution shall be allocated in equal amounts (per capita).\n\n                  (4) A special Qualified Non-Elective Contribution may be made\n                  on behalf of Non-Highly Compensated\n\n\n                                      -36-\n\n\n                  Participants electing salary reductions pursuant to Section\n                  4.2 in an amount sufficient to satisfy (or to prevent an\n                  anticipated failure of) one of the tests set forth in Section\n                  4.5(a). Such contribution shall be allocated for the year (or\n                  at the end of the prior Plan Year if the prior year testing\n                  method is used) to each Non-Highly Compensated Participant\n                  electing salary reductions pursuant to Section 4.2 in equal\n                  amounts (per capita).\n\n                  (5) A special Qualified Non-Elective Contribution may be made\n                  on behalf of Non-Highly Compensated Participants in an amount\n                  sufficient to satisfy (or to prevent an anticipated failure\n                  of) one of the tests set forth in Section 4.5(a). Such\n                  contribution shall be allocated to the Non-Highly Compensated\n                  Participant having the lowest 414(s). Compensation, until one\n                  of the tests set forth in Section 4.5(a) is satisfied (or is\n                  anticipated to be satisfied), or until such Non-Highly\n                  Compensated Participant has received the maximum \"annual\n                  addition\" pursuant to Section 4.9. This process shall continue\n                  until, one of the tests set forth in Section 4.5(a) is\n                  satisfied (or is anticipated to be satisfied).\n\n                        Notwithstanding the above, at the Employer's discretion,\n            Non-Highly Compensated Participants who are not employed at the end\n            of the Plan Year (or at the end of the prior Plan Year if the prior\n            year testing method is being used) shall not be eligible to receive\n            a special Qualified Non-Elective Contribution and shall be\n            disregarded.\n\n                        Notwithstanding the above, if the testing method changes\n            from the current year testing method to the prior year testing\n            method, then for purposes of preventing the double counting of\n            Qualified Non-Elective Contributions for the first testing year for\n            which the change is effective, any special Qualified Non-Elective\n            Contribution on behalf of Non-Highly Compensated Participants used\n            to satisfy the \"Actual Deferral Percentage\" or \"Actual Contribution\n            Percentage\" test under the current year testing method for the prior\n            year testing year shall be disregarded.\n\n                  (c) If during a Plan Year, it is projected that the aggregate\n            amount of Elective Contributions to be allocated to all Highly\n            Compensated Participants under this Plan would cause the Plan to\n            fail the tests set forth in Section 4.5(a), then the Administrator\n            may automatically reduce the deferral amount of affected Highly\n            Compensated Participants, beginning with the Highly Compensated\n            Participant who has the highest deferral ratio until it is\n            anticipated the Plan will pass the tests or until the actual\n            deferral ratio equals the actual deferral ratio of the Highly\n            Compensated Participant having the next highest\n\n\n                                      -37-\n\n\n            actual deferral ratio. This process may continue until it is\n            anticipated that the Plan will satisfy one of the tests set forth in\n            Section 4.5(a). Alternatively, the Employer may specify a maximum\n            percentage of Compensation that may be deferred.\n\n                  (d) Any Excess Contributions (and Income) which are\n            distributed on or after 2 1\/2 months after the end of the Plan Year\n            shall be subject to the ten percent (10%) Employer excise tax\n            imposed by Code Section 4979.\n\n4.7 ACTUAL CONTRIBUTION PERCENTAGE TESTS\n\n                  (a) The \"Actual Constitution Percentage\" for Plan Years\n            beginning after December 31, 1996 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\n                  Compensated Participant group (for the preceding Plan Year if\n                  the prior year testing method is used to calculate the \"Actual\n                  Contribution Percentage\" for the Non-Highly Compensated\n                  Participant group); or\n\n                  (2) the lesser of 200 percent of such percentage for the Non-\n                  Highly Compensated Participant group (for the preceding Plan\n                  Year if the prior year testing method is used to calculate the\n                  \"Actual Contribution Percentage\" for the Non-Highly\n                  Compensated Participant group), or such percentage for the\n                  Non-Highly Compensated Participant group (for the preceding\n                  Plan Year if the prior year testing method is used to\n                  calculate the \"Actual Contribution Percentage\" for the\n                  Non-Highly Compensated Participant group) plus 2 percentage\n                  points. However, to prevent the multiple use of the\n                  alternative method described in this paragraph and Code\n                  Section 401(m)(9)(A), any Highly Compensated Participant\n                  eligible to make elective deferrals pursuant to Section 4.2 or\n                  any other cash or deferred arrangement maintained by the\n                  Employer or an Affiliated Employer and to make Employee\n                  contributions or to receive matching contributions under this\n                  Plan or under any plan maintained by the Employer or an\n                  Affiliated Employer shall have a combination of Elective\n                  Contributions and Employer matching contributions reduced\n                  pursuant to Regulation 1.401(m)-2 and Section 4.8(a). The\n                  provisions of Code Section 401(m) and Regulations\n                  1.401(m)-1(b) and 1.401(m)-2 are incorporated herein by\n                  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\n            Highly Compensated Participant group and Non-Highly Compensated\n            Participant group (for the preceding\n\n\n                                      -38-\n\n\n            Plan Year if the prior year testing method is used to calculate the\n            \"Actual Contribution Percentage\" for the Non-Highly Compensated\n            Participant group), the average of the ratios (calculated separately\n            for each Participant in each group and rounded to the nearest one\n            hundredth of one percent) of:\n\n                  (1) the sum of Employer matching contributions made pursuant\n                  to Section 4.1(b) on behalf of each such Participant for such\n                  Plan Year, to\n\n                  (2) the participant's \"414(s) Compensation\" for such Plan\n                  Year.\n\n                        Notwithstanding the above, if the prior year testing\n            method is used to calculate the \"Actual Contribution Percentage\" for\n            the Non-Highly Compensated Participant group for the first Plan Year\n            of this amendment and restatement, for purposes of Section 47(a),\n            the \"Actual Contribution Percentage\" for the Non-Highly Compensated\n            Participant group for the preceding Plan Year shall be determined\n            pursuant to the provisions of the Plan then in effect.\n\n                  (c) For purposes of determining the \"Actual Contribution\n            Percentage,\" only Employer matching contributions contributed to the\n            Plan prior to the end of the succeeding Plan Year shall be\n            considered. In addition, the Administrator may elect to take into\n            account, with respect to Employees eligible to have Employer\n            matching contributions pursuant to Section 4.1(b) allocated to their\n            accounts, elective deferrals (as defined in Regulation\n            1.402(g)-1(b)) and qualified nonelective contributions (as defined\n            in Code Section 401(m)(4)(C)) contributed to any plan maintained\n            by the Employer. Such elective deferrals and qualified nonelective\n            contributions shall be treated as Employer matching contributions\n            subject to Regulation 1.401(m)-1(b)(5) which is incorporated\n            herein by reference. However, the Plan Year must be the same as the\n            plan year of the plan to which the elective deferrals and the\n            qualified nonelective contributions are made.\n\n                  (d) For purposes of this Section and Code Sections 401(a)(4),\n            410(b) and 401(m), if two or more plans of the Employer to which\n            matching contributions, Employee contributions, or both, are made\n            are treated as one plan for purposes of Code Sections 401(a)(4) or\n            410(b) (other than the average benefits test under Code Section\n            410(b)(2)(A)(ii)), such plans shall be treated as one plan. In\n            addition, two or more plans of the Employer to which matching\n            contributions, Employee contributions, or both, are made may be\n            considered as a single plan for purposes of determining whether or\n            not such plans satisfy Code Sections 401(a)(4), 410(b) and 401(m).\n            In such a case, the aggregated plans must satisfy this Section and\n            Code\n\n\n                                      -39-\n\n\n            Sections 401(a)(4), 410(b) and 401(m) as though such aggregated\n            plans were a single plan. Any adjustment to the Non-Highly\n            Compensated Participant actual contribution ratio for the prior year\n            shall be made in accordance with Internal Revenue Service Notice 981\n            and any superseding guidance. Plans may be aggregated under this\n            paragraph (d) only if they have the same plan year. Notwithstanding\n            the above, for Plan Years beginning after December 31, 1996, if two\n            or more plans which include cash or deferred arrangements are\n            permissively aggregated under Regulation 1.410(b)-7(d), all plans\n            permissively aggregated must use either the current year testing\n            method or the prior year testing method for the testing year.\n\n                        Notwithstanding the above, an employee stock ownership\n            plan described in Code Section 4975(e)(7) or 409 may not be\n            aggregated with this Plan for purposes of determining whether the\n            employee stock ownership plan or this Plan satisfies this Section\n            and Code Sections 401(a)(4), 410(b) and 401(m).\n\n                  (e) If a Highly Compensated Participant is a Participant under\n            two or more plans (other than an employee stock ownership plan as\n            defined in Code Section 4975(e)(7) or 409) which are maintained by\n            the Employer or an Affiliated Employer to which matching\n            contributions, Employee contributions, or both, are made, all such\n            contributions on behalf of such Highly Compensated Participant shall\n            be aggregated for purposes of determining such Highly Compensated\n            Participant's actual contribution ratio. However, if the plans have\n            different plan years, this paragraph shall be applied by treating\n            all plans ending with or within the same calendar year as a single\n            plan.\n\n                  (f) For purposes of Sections 4.7(a) and 4.8, a Highly\n            Compensated Participant and Non-Highly Compensated Participant shall\n            include any Employee eligible to have Employer matching\n            contributions (whether or not a deferral election was made or\n            suspended) allocated to the Participant's account for the Plan Year.\n\n                        Notwithstanding the above, if the prior year testing\n            method is used to calculate the \"Actual Contribution Percentage\" for\n            the Non-Highly Compensated Participant group for the first Plan Year\n            of this amendment and restatement, for the purposes of Section\n            4.7(a), a Non-Highly Compensated Participant shall include any such\n            Employee eligible to have Employer matching contributions (whether\n            or not a deferral election was made or suspended) allocated to the\n            Participant's account for the preceding Plan Year pursuant to the\n            provisions of the Plan then in effect.\n\n                  (g) For the purpose of this Section, for Plan Years beginning\n            after December 31, 1996, when calculating the\n\n\n                                      -40-\n\n\n            \"Actual Contribution Percentage\" for the Non-Highly Compensated\n            Participant group, the current year testing method shall be used.\n            Any change from the current year testing method to the prior year\n            testing method shall be made pursuant to Internal Revenue Service\n            Notice 981, Section VII (or superseding guidance), the provisions of\n            which are incorporated herein by reference.\n\n                  (h) Notwithstanding anything in this Section to the contrary,\n            the provisions of this Section and Section 4.8 may be applied\n            separately (or will be applied separately to the extent required by\n            Regulations) to each plan within, the meaning of Regulation\n            1.401(k)-1(g)(11). Furthermore, for Plan Years beginning after\n            December 31, 1998, the provisions of Code Section 401(k)(3)(F) may\n            be used to exclude from consideration all Non-Highly Compensated\n            Employees who have not satisfied the minimum age and service\n            requirements of Code Section 410(a)(1)(A).\n\n4.8 ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS\n\n                  (a) In the event (or if it is anticipated) that, for Plan\n            Years beginning after December 31, 1996, the \"Actual Contribution\n            Percentage\" for the Highly Compensated Participant group exceeds (or\n            might exceed) the \"Actual Contribution Percentage\" for the\n            Non-Highly Compensated Participant group pursuant to Section 4.7(a),\n            the Administrator (on or before the fifteenth day of the third month\n            following the end of the Plan Year, but in no event later than the\n            close of the following Plan Year) shall direct the Trustee to\n            distribute to the Highly Compensated Participant having the largest\n            dollar amount of contributions determined pursuant to Section\n            4.7(b)(1), the Vested portion of such contributions (and Income\n            allocable to such contributions) and, if forfeitable, forfeit such\n            non-Vested contributions attributable to Employer matching\n            contributions (and Income allocable to such forfeitures) until the\n            total amount of Excess Aggregate Contributions has been distributed,\n            or until the Participant's remaining amount equals the amount of\n            contributions determined pursuant to Section 4.7(b)(1) of the\n            Highly Compensated Participant having the second largest dollar\n            amount of contributions. This process shall continue until the total\n            amount of Excess Aggregate Contributions has been distributed.\n\n                        If the correction of Excess Aggregate Contributions\n            attributable to Employer matching contributions is not in proportion\n            to the Vested and non-Vested portion of such contributions, then the\n            Vested portion of the Participant's Account attributable to Employer\n            matching contributions after the correction shall be subject to\n            Section 6.5(g).\n\n\n                                      -41-\n\n\n                  (b) Any distribution and\/or forfeiture of less than the entire\n            amount of Excess Aggregate Contributions (and Income) shall be\n            treated as a pro rata distribution and\/or forfeiture of Excess\n            Aggregate Contributions and Income. Distribution of Excess Aggregate\n            Contributions shall be designated by the Employer as a distribution\n            of Excess Aggregate Contributions (and Income). Forfeitures of\n            Excess Aggregate Contributions shall be treated in accordance with\n            Section 4.4.\n\n                  (c) Excess Aggregate Contributions, including forfeited\n            matching contributions, shall be treated as Employer contributions\n            for purposes of Code Sections 404 and 415 even if distributed from\n            the Plan.\n\n                        Forfeited matching contributions that are reallocated to\n            Participants' Accounts for the Plan Year in which the forfeiture\n            occurs shall be treated as an \"annual addition\" pursuant to Section\n            4.9(b) for the Participants to whose Accounts they are reallocated\n            and for the Participants from whose Accounts they are forfeited.\n\n                  (d) The determination of the amount of Excess Aggregate\n            Contributions with respect to any Plan Year shall be made after\n            first determining the Excess Contributions, if any, to be treated as\n            after-tax voluntary Employee contributions due to recharacterization\n            for the plan year of any other qualified cash or deferred\n            arrangement (as defined in Code Section 401(k)) maintained by the\n            Employer that ends with or within the Plan Year or which are treated\n            as after-tax voluntary Employee contributions due to\n            recharacterization pursuant to Section 4.6(a).\n\n                  (e) If during a Plan Year the projected aggregate amount of\n            Employer matching contributions to be allocated to all Highly\n            Compensated Participants under this Plan would, by virtue of the\n            tests set forth in Section 4.7(a), cause the Plan to fail such\n            tests, then the Administrator may automatically reduce\n            proportionately or in the order provided in Section 4.8(a) each\n            affected Highly Compensated Participant's projected share of such\n            contributions by an amount necessary to satisfy one of the tests set\n            forth in Section 4.7(a).\n\n                  (f) Notwithstanding the above, within twelve (12) months after\n            the end of the Plan Year, the Employer may make a special Qualified\n            Non-Elective Contribution in accordance with one of the following\n            provisions which contribution shall be allocated to the\n            Participant's Account of each Non-Highly Compensated eligible to\n            share in the allocation in accordance with such provision. The\n            Employer shall provide the Administrator with written notification\n            of the amount of the contribution being made and for which provision\n            it is being made pursuant to:\n\n\n                                      -42-\n\n\n                  (1) A special Qualified Non-Elective Contribution may be made\n                  on behalf of Non-Highly Compensated Participants in an amount\n                  sufficient to satisfy (or to prevent an anticipated failure\n                  of)  one of the tests set forth in Section 4.7. Such\n                  contribution shall be allocated in the same proportion that\n                  each Non-Highly Compensated Participant's 414(s) Compensation\n                  for the year (or prior year if the prior year testing method\n                  is being used) bears to the total 414(s) Compensation of all\n                  Non-Highly Compensated Participants for such year.\n\n                  (2) A special Qualified Non-Elective Contribution may be made\n                  on behalf of Non-Highly Compensated Participants in an amount\n                  sufficient to satisfy (or to prevent an anticipated failure\n                  of) one of the tests set forth in Section 4.7. Such\n                  contribution shall be allocated in the same proportion that\n                  each Non-Highly Compensated Participant electing salary\n                  reductions pursuant to Section 4.2 in the same proportion that\n                  each such Non-Highly Compensated Participant's Deferred\n                  Compensation for the year (or at the end of the prior Plan\n                  Year if the prior year testing method is being used) bears to\n                  the total Deferred Compensation of all such Non-Highly\n                  Compensated Participants for such year.\n\n                  (3) A special Qualified Non-Elective Contribution may be made\n                  on behalf of Non-Highly Compensated Participants in an amount\n                  sufficient to satisfy (or to prevent an anticipated failure\n                  of) one of the tests set forth in Section 4.7. Such\n                  contribution shall be allocated in equal amounts (per capita).\n\n                  (4) A special Qualified Non-Elective Contribution may be made\n                  on behalf of Non-Highly Compensated Participants electing\n                  salary reductions pursuant to Section 4.2 in an amount\n                  sufficient to satisfy (or to prevent an anticipated failure\n                  of) one of the tests set forth in Section 4.5(a). Such\n                  contribution shall be allocated for the year (or at the end of\n                  the prior Plan Year if the prior year testing method is used)\n                  to each Non-Highly Compensated Participant electing salary\n                  reductions pursuant to Section 4.2 in equal amounts (per\n                  capita).\n\n                  (5) A special Qualified Non-Elective Contribution may be made\n                  on behalf of Non-Highly Compensated Participants in an amount\n                  sufficient to satisfy (or to prevent an anticipated failure\n                  of) one of the tests set forth in Section 4.7. Such\n                  contribution shall be allocated to the Non-Highly Compensated\n                  Participant having the lowest 414(s) Compensation, until one\n                  of\n\n\n                                      -43-\n\n\n                  the tests set forth in Section 4.7 is satisfied (or is\n                  anticipated to be satisfied), or until such Non-Highly\n                  Compensated Participant has received the maximum \"annual\n                  addition\" pursuant to Section 4.9. This process shall continue\n                  until one of the tests set forth in Section 4.7 is satisfied\n                  (or is anticipated to be satisfied).\n\n                        Notwithstanding the above, at the Employer's discretion,\n            Non-Highly Compensated Participants who are not employed at the end\n            of the Plan Year (or at the end of the prior Plan Year if the prior\n            year testing method is being used) shall not be eligible to receive\n            a special Qualified Non-Elective Contribution and shall be\n            disregarded.\n\n                        Notwithstanding the above, if the testing method changes\n            from the current year testing method to the prior year testing\n            method, then for purposes of preventing the double counting of\n            Qualified Non-Elective Contributions for the first testing year for\n            which the change is effective, any special Qualified Non-Elective\n            Contribution on behalf of Non-Highly Compensated Participants used\n            to satisfy the \"Actual Deferral Percentage\" or \"Actual Contribution\n            Percentage\" test under the current year testing method for the prior\n            year testing year shall be disregarded.\n\n                  (g) Any Excess Aggregate Contributions (and Income) which are\n            distributed on or after 2 1\/2 months after the end of the Plan Year\n            shall be subject to the ten percent (10%) Employer excise tax\n            imposed by Code Section 4979.\n\n4.9 MAXIMUM ANNUAL ADDITIONS\n\n                  (a) Notwithstanding the foregoing, for \"limitation years\"\n            beginning after December 31, 1994, the maximum \"annual additions\"\n            credited to a Participant's accounts for any \"limitation year\" shall\n            equal the lesser of: (1) $30,000 adjusted annually as provided in\n            Code Section 415(d) pursuant to the Regulations, or (2) twenty-five\n            percent (25%) of the Participant's \"415 Compensation\" for such\n            \"limitation year.\" If the Employer contribution that would otherwise\n            be contributed or allocated to the Participant's accounts would\n            cause the \"annual additions\" for the \"limitation year\" to exceed the\n            maximum \"annual additions,\" the amount contributed or allocated will\n            be reduced so that the \"annual additions\" for the \"limitation year\"\n            will equal the maximum \"annual additions,\" and any amount in excess\n            of the maximum \"annual additions,\" which would have been allocated\n            to such Participant may be allocated to other Participants. For any\n            short \"limitation year,\" the dollar limitation in (1) above shall be\n            reduced by a fraction, the numerator of which is the number of full\n            months in the short \"limitation year\" and the denominator of which\n            is twelve (12).\n\n\n                                      -44-\n\n\n                  (b) For purposes of applying the limitations of Code Section\n            415, \"annual additions\" means the sum credited to a Participant's\n            accounts or any \"limitation year\" of (1) Employer contributions, (2)\n            Employee contributions, (3) forfeitures, (4) amounts allocated,\n            after March 31, 1984, to an individual medical account, as defined\n            in Code Section 415(l)(2) which is part of a pension or annuity plan\n            maintained by the Employer and (5) amounts derived from\n            contributions paid or accrued after December 31, 1985, in taxable\n            years ending after such date, which are attributable to\n            post-retirement medical benefits allocated to the separate account\n            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\n            by the Employer Except, however, the \"415 Compensation\" percentage\n            limitation referred tom paragraph (a) (2) above shall not apply to:\n            (1) any contribution for medical benefits (within the meaning of\n            Code Section 419A(f)(2)) after separation from service which is\n            otherwise treated as an \"annual addition,\" or (2) any amount\n            otherwise treated as an \"annual addition\" under Code Section\n            415(l)(1).\n\n                  (c) For purposes of applying the limitations of Code Section\n            415, the transfer of funds from one qualified plan to another is not\n            an \"annual addition.\" In addition, the following are not Employee\n            contributions for the purposes of Section 4.9(b)(2): (1) rollover\n            contributions (as defined in Code Sections 402(e)(6), 403(a)(4),\n            403(b)(8) and 408(d)(3)); (2) repayments of loans made to a\n            Participant from the Plan; (3) repayments of distributions received\n            by an Employee pursuant to Code Section 411(a)(7)(B) (cashouts);\n            (4) repayments of distributions received by an Employee pursuant to\n            Code Section 411(a)(3)(D) (mandatory contributions); and (5)\n            Employee contributions to a simplified employee pension excludable\n            from gross income under Code Section 408(k) (6).\n\n                  (d) For purposes of applying the limitations of Code Section\n            415, the \"limitation year\" shall be the Plan Year.\n\n                  (e) For the purpose of this Section all qualified defined\n            contribution plans (whether terminated or not) ever maintained by\n            the Employer shall be treated as one defined contribution plan.\n\n                  (f) For the purpose of this Section, if the Employer is a\n            member of a controlled group of corporations, trades or businesses\n            under common control (as defined by Code Section 1563(a) or Code\n            Section 414(b) and (c) as modified by Code Section 415(h)), is a\n            member of an affiliated service group (as, defined by Code Section\n            414(m)), or is a member of a group of entities required to be\n            aggregated pursuant to Regulations under Code Section 414(o), all\n\n\n                                      -45-\n\n\n            Employees of such Employers shall be considered to be employed by a\n            single Employer.\n\n                  (g) For the purpose of this Section, if this Plan is a Code\n            Section 413(c) plan, each Employer who maintains this Plan will be\n            considered to be a separate Employer.\n\n                  (h) (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 addition\" under this Plan\n            shall equal the maximum \"annual additions\" for the \"limitation year\"\n            minus any \"annual additions\" previously credited to such\n            Participant's accounts during the \"limitation year.\"\n\n                  (2) If a Participant participates in both a defined\n                  contribution plan subject to Code Section 412 and a defined\n                  contribution plan not subject to code Section 412 maintained\n                  by the Employer which have the same Anniversary Date, \"annual\n                  additions\" will be credited to the Participant's accounts\n                  under the defined contribution plan subject to Code Section\n                  412 prior to crediting \"annual additions\" to the Participant's\n                  accounts under the defined contribution plan not subject to\n                  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\n                  by the Employer which have the same Anniversary Date, the\n                  maximum \"annual additions\" under this Plan shall equal the\n                  product of (A) the maximum \"annual additions\" for the\n                  \"limitation year\" minus any \"annual additions\" previously\n                  credited under subparagraphs (1) or (2) above, multiplied by\n                  (B) a fraction (i) the numerator of which is the \"annual\n                  additions\" which would be credited to such Participant's\n                  accounts under this Plan without regard to the limitations of\n                  Code Section 415 and (ii) the denominator of which is such\n                  \"annual additions\" for all plans described in this\n                  subparagraph.\n\n                  (i) Notwithstanding anything contained in this Section to the\n            contrary, the limitations, adjustments and other requirements\n            prescribed in this Section shall at all times comply with the\n            provisions of Code Section 415 and the Regulations thereunder.\n\n4.10 ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS\n\n                  (a) If, as a result of a reasonable error in estimating a\n            Participant's Compensation, a reasonable error in determining the\n            amount of elective deferrals (within the meaning of Code Section\n            402(g) (3)) that may be made with respect to any Participant under\n            the limits of Section 4.9\n\n\n                                      -46-\n\n\n            or other facts and circumstances to which Regulation 1.415-6(b)(6)\n            shall be applicable, the \"annual additions\" under this Plan would\n            cause the maximum \"annual additions\" to be exceeded for any\n            Participant, the \"excess amount\" will be disposed of in one of the\n            following manners, as uniformly determined by the Administrator for\n            all Participants similarly situated.\n\n                  (1) Any unmatched Deferred Compensation and, thereafter,\n                  proportionately from Deferred Compensation which is matched\n                  and matching contributions which relate to such Deferred\n                  Compensation, will be reduced to the extent they would reduce\n                  the \"excess amount.\" The Deferred Compensation (and any gains\n                  attributable to such Deferred Compensation) will be\n                  distributed to the Participant and the Employer matching\n                  contributions (and any gains attributable to such matching\n                  contributions) will be used to reduce the Employer\n                  contribution in the next \"limitation year\";\n\n                  (2) If, after the application of subparagraph (1) above, an\n                  \"excess amount\" still exists, and the Participant is covered\n                  by the Plan at the end of the \"limitation year,\" the \"excess\n                  amount\" will be used to reduce the Employer contribution for\n                  such Participant in the next \"limitation year,\" and each\n                  succeeding \"limitation year\" if necessary;\n\n                  (3) If, after the application of subparagraphs (1) and (2)\n                  above, an \"excess amount\" still exists, and the Participant is\n                  not covered by the Plan at the end of the \"limitation year,\"\n                  the \"excess amount\" will be held unallocated in a \"Section 415\n                  suspense account.\" The \"Section 415 suspense account\" will be\n                  applied to reduce future Employer contributions for all\n                  remaining Participants in the next \"limitation year,\" and each\n                  succeeding \"limitation year\" if necessary;\n\n                  (4) If a \"Section 415 suspense account\" is in existence at any\n                  time during the \"limitation year\" pursuant to this Section, it\n                  will not participate in the allocation of investment gains and\n                  losses of the Trust Fund. If a \"Section 415 suspense account\"\n                  is in existence at any time during a particular \"limitation\n                  year,\" all amounts in the \"Section 415 suspense account\" must\n                  be allocated and reallocated to Participants' accounts before\n                  any Employer contributions or any Employee contributions may\n                  be made to the Plan for that \"limitation year.\" Except as\n                  provided in (1) above, \"excess amounts\" may not be distributed\n                  to Participants or Former Participants.\n\n                  (b) For purposes of this Article, \"excess amount\" for any\n            Participant for a \"limitation year\" shall mean the\n\n\n                                      -47-\n\n\n            excess, if any, of (1) the \"annual additions\" which would be\n            credited to the Participant's account under the terms of the Plan\n            without regard to the limitations of Code Section 415 over (2) the\n            maximum \"annual additions\" determined pursuant to Section 4.9.\n\n                  (c) For purposes of this Section, \"Section 415 suspense\n            account shall mean an unallocated account equal to the sum of\"\n            \"excess amounts\" for all Participants in the Plan during the\n            \"limitation year.\"\n\n4.11 ROLLOVERS AND PLAN-TO-PLAN TRANSFERS FROM QUALIFIED PLANS\n\n                  (a) With the consent of the Administrator, amounts may be\n            transferred (within the meaning of Code Section 414(l)) to this Plan\n            from other tax qualified plans under Code Section 401(a) by\n            Participants, provided the trust from which such funds are\n            transferred permits the transfer to be made and the transfer will\n            not jeopardize the tax exempt status of the Plan or Trust or create\n            adverse tax consequences for the Employer. Prior to accepting any\n            transfers to which this Section applies, the Administrator may\n            require an opinion of counsel that the amounts to be transferred\n            meet the requirements of this Section. The amounts transferred shall\n            be set up in a separate account herein referred to as a\n            \"Participant's Transfer\/Rollover Account.\" The portion of the\n            Participant's Transfer\/Rollover Account attributable to any transfer\n            shall be fully Vested at all times and shall not be subject to\n            Forfeiture for any reason, except as otherwise provided in the\n            conditions governing such transferor in an amendment to the Plan\n            relating to such transfer.\n\n                        Except as permitted by Regulations (including Regulation\n            1.411(d)-4), amounts attributable to elective contributions (as\n            defined in Regulation 1.401(k)-1(g)(3)), including amounts treated\n            as elective, contributions, which are transferred from another\n            qualified plan in a plan-to-plan transfer (other than a direct\n            rollover) shall be subject to the distribution limitations provided\n            for in Regulation 1.401(k)-1(d).\n\n                  (b) With the consent of the Administrator, the Plan may accept\n            a \"rollover\" by Participants, provided the \"rollover\" will not\n            jeopardize the tax exempt status of the Plan or create adverse tax\n            consequences for the Employer. Prior to accepting any \"rollovers\" to\n            which this Section applies, the Administrator may require the\n            Employee to establish (by providing opinion of counsel or otherwise)\n            that the amounts to be rolled over to this Plan meet the\n            requirements of this Section. The amounts rolled over shall be set\n            up in a the Participant's Transfer\/Rollover Account and shall be\n            fully Vested at all times and not subject to Forfeiture for any\n            reason.\n\n\n                                      -48-\n\n\n                        For purposes of this Section, the term \"qualified plan\"\n            shall mean any tax qualified plan under Code Section 401(a), or, any\n            other plans from which distributions are eligible to be rolled over\n            into this Plan pursuant to the Code. The term \"rollover\" means: (i)\n            amounts transferred to this Plan directly from another qualified\n            plan; (ii) distributions received by an Employee from other\n            \"qualified plans\" which are eligible for tax-free rollover to a\n            \"qualified plan\" and which are transferred by the Employee to this\n            Plan within sixty (60) days following receipt thereof; (iii) amounts\n            transferred to this Plan from a conduit individual retirement\n            account provided that the conduit individual retirement account has\n            no assets other than assets which (A) were previously distributed to\n            the Employee by another \"qualified plan,\" (B) were eligible for\n            tax-free rollover to a \"qualified plan\" and (C) were deposited in\n            such conduit individual retirement account within sixty (60) days of\n            receipt thereof; (iv) amounts distributed to the Employee from a\n            conduit individual retirement account within the requirements of\n            clause (iii) above, and transferred by the Employee to this Plan\n            within sixty (60) days of receipt thereof from such conduit\n            individual retirement account; and (v) any other amounts which are\n            eligible to be rolled over to this Plan pursuant to the Code.\n\n                  (c) Amounts in a Participant's Transfer\/Rollover Account shall\n            be held by the Trustee pursuant to the provisions of this Plan and\n            may not be withdrawn by, or distributed to the Participant, in whole\n            or in part, except as provided in paragraph (d) of this Section. The\n            Trustee shall have no duty or responsibility to inquire as to the\n            propriety of the amount, value or type of assets transferred, nor to\n            conduct any due diligence with respect to such assets; provided,\n            however, that such assets are otherwise eligible to be held by the\n            Trustee under the terms of this Plan.\n\n                  (d) The Administrator, at the election of the Participant,\n            shall direct the Trustee to distribute all or a portion of the\n            amount credited to the Participant's Transfer\/Rollover Account. Any\n            distributions of amounts held in a Participant's Transfer\/Rollover\n            Account shall be made in a manner which is consistent with and\n            satisfies the provisions of Section 6.5, including, but not limited\n            to, all notice and consent requirements of Code Section 411(a) (11)\n            and the Regulations thereunder. Furthermore, such amounts shall be\n            considered as part of a Participant's benefit in determining whether\n            an involuntary cashout of benefits may be made without Participant\n            consent.\n\n                  (e) The Administrator may direct that Employee transfers and\n            rollovers made after a Valuation Date be segregated into a separate\n            account for each Participant\n\n\n                                      -49-\n\n\n            until such time as the allocations pursuant to this Plan have been\n            made, at which time they may remain segregated or be invested as\n            part of the general Trust Fund or be directed by the Participant\n            pursuant to Section 4.12.\n\n                  (f) This Plan shall not accept any direct or indirect\n            transfers (as that term is defined and interpreted under Code\n            Section 401(a)(11) and the Regulations thereunder) from a defined\n            benefit plan, money purchase plan (including a target benefit plan),\n            stock bonus or profit sharing plan which would otherwise have\n            provided for a life annuity form of payment to the Participant.\n\n                  (g) Notwithstanding anything herein to the contrary, a\n            transfer directly to this Plan from another qualified plan (or a\n            transaction having the effect of such a transfer) shall only be\n            permitted if it will not result in the elimination or reduction of\n            any \"Section 411(d)(6) protected benefit\" as described in Section\n            8.1.\n\n4.12 DIRECTED INVESTMENT ACCOUNT\n\n                  (a) Participants may, subject to a procedure established by\n            the Administrator (the Participant Direction Procedures) and applied\n            in a uniform nondiscriminatory manner, direct the Trustee, in\n            writing (or in such other form which is acceptable to the\n            Trustee), to invest all of their accounts in specific assets,\n            specific funds or other investments permitted under the Plan and the\n            Participant Direction Procedures. That portion of the interest of\n            any Participant so directing will thereupon be considered a\n            Participant's Directed Account.\n\n                  (b) As of each Valuation Date, all Participant Directed\n            Accounts shall be charged or credited with the net earnings, gains,\n            losses and expenses as well as any appreciation or depreciation in\n            the market value using publicly listed fair market values when\n            available or appropriate as follows:\n\n                  (1) to the extent that the assets in a Participant's Directed\n                  Account are accounted for as pooled assets or investments, the\n                  allocation of earnings, gains and losses of each\n                  Participant's Directed Account shall be based upon the total\n                  amount of funds so invested in a manner proportionate to the\n                  Participant's share of such pooled investment; and\n\n                  (2) to the extent that the assets in the Participant's\n                  Directed Account are accounted for as segregated assets, the\n                  allocation of earnings, gains and losses from such assets\n                  shall be made on a separate and distinct basis.\n\n\n                                      -50-\n\n\n                  (c) Investment directions will be processed as soon as\n            administratively practicable after proper investment directions are\n            received from the Participant. No guarantee is made by the Plan,\n            Employer, Administrator or Trustee that investment directions will\n            be processed on a daily basis, and no guarantee is made in any\n            respect regarding the processing time of an investment direction.\n            Notwithstanding any other provision of the Plan, the Employer,\n            Administrator or Trustee reserves the right to not value an\n            investment option on any given Valuation Date for any reason deemed\n            appropriate by the Employer, Administrator or Trustee. Furthermore,\n            the processing of any investment transaction may be delayed for any\n            legitimate business reason (including, but not limited to, failure\n            of systems or computer programs, failure of the means of the\n            transmission of data, force majeure, the failure of a service\n            provider to timely receive values or prices, and correction for\n            errors or omissions or the errors or omissions of any service\n            provider). The processing date of a transition will be binding for\n            all purposes of the Plan and considered the applicable Valuation\n            Date for an investment transaction.\n\n                  (d) The Participant Direction Procedures shall provide an\n            explanation of the circumstances under which Participants and their\n            Beneficiaries may give investment instructions, including, but need\n            not be limited to, the following:\n\n                  (1) the conveyance of instructions by the Participants and\n                  their Beneficiaries to invest Participant Directed Accounts in\n                  Directed Investment Options;\n\n                  (2) the name, address and phone number of the Fiduciary (and,\n                  if applicable, the person or persons designated by the\n                  Fiduciary to act on its behalf) responsible for providing\n                  information to the Participant or a Beneficiary upon request\n                  relating to the Directed Investment Options;\n\n                  (3) applicable restrictions on transfers to and from any\n                  Designated Investment Alternative;\n\n                  (4) any restrictions on the exercise of voting, tender and\n                  similar rights related to a Directed Investment Option by the\n                  Participants or their Beneficiaries;\n\n                  (5) a description of any transaction fees and expenses which\n                  affect the balances in Participant Directed Accounts in\n                  connection with the purchase or sale of Directed Investment\n                  Options; and\n\n                  (6) general procedures for the dissemination of\n\n\n                                      -51-\n\n\n                  investment and other information relating to the Designated\n                  Investment Alternatives as deemed necessary or appropriate,\n                  including but not limited to a description of the following:\n\n                        (i) the investment vehicles available under the Plan,\n                        including specific information regarding any Designated\n                        Investment Alternative;\n\n                        (ii) any designated Investment Managers; and\n\n                        (iii) a description of the additional information which\n                        may be obtained upon request from the Fiduciary\n                        designated to provide such information.\n\n                  (e) With respect to any Employer stock which is allocated to a\n            Participant's Directed Investment Account, the Participant or\n            Beneficiary shall direct the Trustee with regard to any voting,\n            tender and similar rights associated with the ownership of Employer\n            stock, (hereinafter referred to as the \"Stock Rights\") as follows:\n\n                  (1) each Participant or Beneficiary shall direct the Trustee\n                  to vote or otherwise exercise such Stock Rights in accordance\n                  with the provisions, conditions and terms of any such Stock\n                  Rights;\n\n                  (2) such directions shall be provided to the Trustee by the\n                  Participant or Beneficiary in accordance with the procedure as\n                  established by the Administrator and the Trustee shall vote or\n                  otherwise exercise such Stock Rights with respect to which it\n                  has received directions too so under this Section; and\n\n                  (3) to the extent to which a Participant or Beneficiary does\n                  not instruct the Trustee to vote or otherwise exercise such\n                  Stock Rights, such Participant or Beneficiaries shall be\n                  deemed to have directed the Trustee that such Stock Rights\n                  remain nonvoted and unexercised.\n\n                  (f) Any information regarding investments available under the\n            Plan, to the extent not required to be described in the Participant\n            Direction Procedures, may be provided to the Participant in one or\n            more written documents (or in any other form including, but not\n            limited to, electronic media) which are separate from the\n            Participant Direction Procedures and are not thereby incorporated by\n            reference into this Plan.\n\n                  (g) The Administrator may, in its discretion, include in or\n            exclude by amendment or other action from the Participant Direction\n            Procedures such instructions, guidelines or policies as it deems\n            necessary or appropriate\n\n\n                                      -52-\n\n\n            to ensure proper administration of the Plan, and may interpret the\n            same accordingly.\n\n4.13 QUALIFIED MILITARY SERVICE\n\n            Notwithstanding any provision of this Plan to the contrary,\neffective December 12, 1994, contributions, benefits and service will be\nprovided in accordance with Code Section 414(u).\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 Valuation\nDate, to determine the net worth of the assets comprising the Trust Fund as it\nexists on the Valuation Date. In determining such net worth, the Trustee shall\nvalue the assets comprising the Trust Fund at their fair market value (or their\ncontractual value in the case of a Contract or Policy) as of the Valuation Date\nand shall deduct all expenses for which the Trustee has not yet obtained\nreimbursement from the Employer or the Trust Fund. The Trustee may update the\nvalue of any shares held in the Participant Directed Account by reference to the\nnumber of shares held by that Participant, priced at the market value as of the\nValuation Date.\n\n5.2 METHOD OF VALUATION\n\n            In determining the fair market value of securities held in the Trust\nFund which are listed on a registered stock exchange, the Administrator shall\ndirect the 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 valued\nat its bid price next preceding the close of business on the Valuation Date,\nwhich bid price shall be obtained from a registered broker or an investment\nbanker. In determining the fair market value of assets other than securities for\nwhich trading or bid prices can be obtained, the Trustee may appraise such\nassets itself, or in its discretion, employ one or more appraisers for that\npurpose and rely on the values established by such appraiser or appraisers.\n\n                                   ARTICLE VI\n                   DETERMINATION AND DISTRIBUTION OF BENEFITS\n\n6.1 DETERMINATION OF BENEFITS UPON RETIREMENT\n\n            Every Participant may terminate employment with the Employer and\nretire for the purposes hereof on the Participant's Normal Retirement Date.\nHowever, a Participant may postpone the termination of employment with the\nEmployer to a later date, in which event the\n\n\n                                      -53-\n\n\nparticipation of such Participant in the Plan, including the right to receive\nallocations pursuant to Section 4.4, shall continue until such Participant's\nLate Retirement Date. Upon a Participant's Retirement Date or attainment of\nNormal Retirement Date without termination of employment with the Employer, or\nas soon thereafter as is practicable, the Trustee shall distribute, at the\nelection of the Participant, 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 the Participant's\n            Retirement Date or other termination of employment, all amounts\n            credited to such Participant's Combined Account shall become fully\n            Vested. The Administrator shall direct the Trustee, in accordance\n            with the provisions of Sections 6.6 and 6.7, to distribute the value\n            of the deceased Participant's accounts to the Participant's\n            Beneficiary.\n\n                  (b) Upon the death of a Former Participant, the Administrator\n            shall direct the Trustee, in accordance with the provisions of\n            Sections 6.6 and 6.7, to distribute any remaining Vested amounts\n            credited to the accounts of a deceased Former Participant to such\n            Former Participant's Beneficiary.\n\n                  (c) Any security interest held by the Plan by reason of an\n            outstanding loan to the Participant or Former Participant shall be\n            taken into account in determining the amount of the death benefit.\n\n                  (d) The Administrator may require such proper proof of death\n            and such evidence of the right of any person to receive payment of\n            the value of the account of a deceased Participant or Former\n            Participant as the Administrator may deem desirable. The\n            Administrator's determination of death and of the right of any\n            person to receive payment shall be conclusive.\n\n                  (e) The Beneficiary of the death benefit payable pursuant to\n            this Section shall be the Participant's spouse. Except, however, the\n            Participant may designate a Beneficiary other than the spouse if:\n\n                  (1) the spouse has waived the right to be the Participant's\n                  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\n                  court order to such effect (and there is no \"qualified\n                  domestic relations order\" as defined in Code Section 414(p)\n                  which provides otherwise), or\n\n\n                                      -54-\n\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\n            made on a form satisfactory to the Administrator. A Participant may\n            at any time revoke a designation of a Beneficiary or change a\n            Beneficiary by filing written (or in such other form as permitted by\n            the Internal Revenue Service) notice of such revocation or change\n            with the Administrator. However, the Participant's spouse must again\n            consent in writing (or in such other form as permitted by the\n            Internal Revenue Service) to any change in Beneficiary unless the\n            original consent acknowledged that the spouse had the right to limit\n            consent only to a specific Beneficiary and that the spouse\n            voluntarily elected to relinquish such right.\n\n                  (f) In the event no valid designation of Beneficiary exists,\n            or if the Beneficiary is not alive at the time of the Participant's\n            death, the death benefit will be paid to the Participant's estate.\n            If the Beneficiary does not predecease the Participant, but dies\n            prior to distribution of the death benefit, the death benefit will\n            be paid to the Beneficiary's estate.\n\n                  (g) Notwithstanding anything in this Section to the contrary,\n            if a Participant has designated the spouse as a Beneficiary, then a\n            divorce decree or a legal separation that relates to such spouse\n            shall revoke the Participant's designation of the spouse as a\n            Beneficiary unless the decree or a qualified domestic relations\n            order (within the meaning of Code Section 414(p)) provides\n            otherwise.\n\n                  (h) Any consent by the Participant's spouse to waive any\n            rights to the death benefit must be in writing (or in such other\n            form as permitted by the Internal Revenue Service), must acknowledge\n            the effect of such waiver, and be witnessed by a Plan representative\n            or a notary public. Further, the spouse's consent must be\n            irrevocable and must acknowledge the specific nonspouse Beneficiary.\n\n6.3 DETERMINATION OF BENEFITS IN EVENT OF DISABILITY\n\n            In the event of a Participant's Total and Permanent Disability prior\nto the Participant's Retirement Date or other termination of employment, all\namounts credited to such Participant's Combined Account shall become fully\nVested. In the event of a Participant's Total and Permanent Disability, the\nAdministrator, in accordance with the provisions of Sections 6.5 and 6.7, shall\ndirect the distribution to such Participant of all Vested amounts credited to\nsuch Participant's Combined Account.\n\n\n                                      -55-\n\n\n6.4 DETERMINATION OF BENEFITS UPON TERMINATION\n\n                  (a) If a Participant's employment with the Employer is\n            terminated for any reason other death, Total and Permanent\n            Disability or retirement, then such Participant shall be entitled to\n            such benefits as are provided hereinafter pursuant to this Section\n            6.4.\n\n                        Distribution of the funds due to a Terminated\n            Participant shall be made on the occurrence of an event which would\n            result in the distribution had the Terminated Participant remained\n            in the employ of the Employer (upon the Participant's death, Total\n            and Permanent Disability or Normal Retirement). However, at the\n            election of the Participant, the Administrator shall direct the\n            Trustee that the entire Vested portion of the Terminated\n            Participant's Combined Account be payable to such Terminated\n            Participant. Any distribution under this paragraph shall be made in\n            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 Section 411(a)(11) and the Regulations\n            thereunder.\n\n                        If, for Plan Years beginning after August 5, 1997, the\n            value of a Terminated Participant's Vested benefit derived from\n            Employer and Employee contributions does not exceed $5,000 ($3,500\n            for Plan Years beginning prior to August 6, 1997) and, if the\n            distribution is made prior to March 22, 1999, has never exceeded\n            $5,000 ($3,500 for Plan Years beginning prior to August 6, 1997) at\n            the time of any prior distribution, then the Administrator shall\n            direct the Trustee to cause the entire Vested benefit to be paid to\n            such Participant in a single lump sum.\n\n                  (b) A Participant shall become fully Vested in the\n            Participant's Account attributable to Employer discretionary\n            contributions made pursuant to Section 4.1(c) immediately upon entry\n            into the Plan.\n\n                  (c) The Vested portion of any Participant's Account\n            attributable to Employer matching contributions made pursuant to\n            Section 4.1(b) shall be a percentage of the total of such amount\n            credited to the Participant's Account determined on the basis of the\n            Participant's number of Years of Service according to the following\n            schedule:\n\n                                Vesting Schedule\n\n                      Years of Service        Percentage\n                               1                 20%\n                               2                 40%\n                               3                 60%\n                               4                 80%\n                               5                100%\n\n\n                                      -56-\n\n\n                  (d) Notwithstanding the vesting schedule above, the Vested\n            percentage of a Participant's Account shall not be less than the\n            Vested percentage attained as of the later of the effective date or\n            adoption date of this amendment and restatement.\n\n                  (e) Notwithstanding the vesting schedule above, upon the\n            complete discontinuance of the Employer contributions to the Plan or\n            upon any full or partial termination of the Plan, all amounts then\n            credited to the account of any affected Participant shall become\n            100% Vested and shall not thereafter be subject to Forfeiture.\n\n                  (f) The computation of a Participant's nonforfeitable\n            percentage of such Participant's interest in the Plan shall not be\n            reduced as the result of any direct or indirect amendment to this\n            Plan. In the event that the Plan is amended to change or modify any\n            vesting schedule, or if the Plan is amended in any way that directly\n            or indirectly affects the computation of the Participant's\n            nonforfeitable percentage, or if the Plan is deemed amended by an\n            automatic change to a top heavy vesting schedule, then each\n            Participant with at least three (3) Years of Service as of the\n            expiration date of the election period may elect to have such\n            Participant's nonforfeitable percentage computed under the Plan\n            without regard to such amendment or change. If a Participant fails\n            to make such election, then such Participant shall be subject\n            to the new vesting schedule. The Participant's election period shall\n            commence on the adoption date of the amendment and shall end sixty\n            (60) days after the 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\n                  amendment from the Employer or Administrator.\n\n6.5 DISTRIBUTION OF BENEFITS\n\n                  (a) The Administrator, pursuant to the election of the\n            Participant, shall direct the Trustee to distribute to a Participant\n            or such Participant's Beneficiary any amount to which the\n            Participant is entitled under the Plan in one lump-sum payment in\n            cash. Except, however, this provision shall not be effective for\n            distributions with an annuity starting date earlier than the earlier\n            of: (i) the ninetieth (90th) day after the date the Participant\n            receiving the distribution has been furnished a summary that\n            reflects the amendment and that satisfies the Act's requirements at\n            29 CFR 2520.104b-3 (relating to a summary of material\n            modifications) and (ii) January 1, 2003; and prior to such effective\n            date the installment settlement option previously\n\n\n                                      -57-\n\n\n            provided under the terms of the Plan in effect prior to the adoption\n            of this provision shall also be available to the Participant\n            receiving the distribution in addition to the lump sum settlement\n            option.\n\n                  (b) Any distribution to a Participant, for Plan Years\n            beginning after August 5, 1997, who has a benefit which exceeds\n            $5,000 ($3,500 for Plan Years beginning prior to August 6, 1997) or,\n            if the distribution is made prior to March 22, 1999, has ever\n            exceeded $5,000 ($3,500 for Plan Years beginning prior to August 6,\n            1997) at the time of any prior distribution, shall require such\n            Participant's written (or in such other form as permitted by the\n            Internal Revenue Service) consent if such distribution occurs prior\n            to the time the benefit is \"immediately distributable.\" A benefit is\n            \"immediately distributable\" if any part of the benefit could be\n            distributed to the Participant (or surviving spouse) before the\n            Participant attains (or would have attained if not deceased) the\n            later of the Participant's Normal Retirement Age or age 62.\n\n                  (c) The following rules will apply to the consent requirements\n            set forth in subsection (b):\n\n                  (1) The Participant must be informed of the right to defer\n                  receipt of the distribution. If a Participant fails to\n                  consent, it shall be deemed an election to defer the\n                  distribution of any benefit. However, any election to defer\n                  the receipt of benefits shall not apply with respect to\n                  distributions which are required under Section 6.5(d).\n\n                  (2) Notice of the rights specified under this paragraph shall\n                  be provided no less than thirty (30) days and no more than\n                  ninety (90) days before the date the distribution commences.\n\n                  (3) Written (or such other form as permitted by the Internal\n                  Revenue Service) consent of the Participant to the\n                  distribution must not be made before the Participant receives\n                  the notice and must not be made more than ninety (90) days\n                  before the date the distribution commences.\n\n                  (4) No consent shall be void if a significant detriment is\n                  imposed under the Plan on any Participant who does not consent\n                  to the distribution.\n\n                        Any such distribution may commence less than thirty (30)\n            days after the notice required under Regulation 1.411(a)-11(c) is\n            given, provided that: (1) the Administrator clearly informs the\n            Participant that the Participant has a right to a period of at least\n            thirty (30) days after receiving the notice to consider the decision\n            of\n\n\n                                      -58-\n\n\n            whether or not to elect a distribution (and, if applicable, a\n            particular distribution option), and (2) the Participant, after\n            receiving the notice, affirmatively elects a distribution.\n\n                  (d) Notwithstanding any provision in the Plan to the contrary,\n            the distribution of a Participant's benefits made on or after\n            January 1, 1997 shall be made in accordance with the following\n            requirements and shall otherwise comply with Code Section 401(a)(9)\n            and the Regulations thereunder (including Regulation 1.401(a)(9)-2),\n            the provisions of which are incorporated herein by reference:\n\n                  (1) A Participant's benefits shall be distributed or must\n                  begin to be distributed not later than April 1st of the\n                  calendar year following the later of (i) the calendar year in\n                  which the Participant attains age 70 1\/2 or (ii) the calendar\n                  year in which the Participant retires, provided, however, that\n                  this clause (ii) shall not apply in the case of a Participant\n                  who is a \"five (5) percent owner\" at any time during the Plan\n                  Year ending with or within the calendar year in which such\n                  owner attains age 70 1\/2. Such distributions shall be equal to\n                  or greater than any required distribution.\n\n                  (2) Distributions to a Participant and the Participant's\n                  Beneficiaries shall only be made in accordance with the\n                  incidental death benefit requirements of Code Section\n                  401(a)(9)(G) and the Regulations thereunder.\n\n                        With respect to distributions under the Plan made for\n            calendar years beginning on or after January 1, 2001, the Plan will\n            apply the minimum distribution requirements of Code Section\n            401(a)(9) in accordance with the Regulations under Code Section\n            401(a)(9) that were proposed on January 17, 2001, notwithstanding\n            any provision of the Plan to the contrary. This amendment shall\n            continue in effect until the end of the last calendar year beginning\n            before the effective date of final Regulations under Code Section\n            401(a)(9) or such other date specified in guidance published by the\n            Internal Revenue Service.\n\n                  (e) For purposes of this Section, the life expectancy of a\n            Participant and a Participant's spouse may, at the election of the\n            Participant or the Participant's spouse, be redetermined in\n            accordance with Regulations. The election, once made, shall be\n            irrevocable. If no election is made by the time distributions must\n            commence, then the life expectancy of the Participant and the\n            Participant's spouse shall not be subject to recalculation. Life\n            expectancy and joint and last survivor expectancy shall be computed\n            using the return multiples in Tables V and VI of Regulation 1.72-9.\n\n\n                                      -59-\n\n\n                  (f) All annuity Contracts under this Plan shall be\n            nontransferable when distributed. Furthermore, the terms of any\n            annuity Contract purchased and distributed to a Participant or\n            spouse shall comply with all of the requirements of the Plan.\n\n                  (g) If a distribution is made to a Participant who has not\n            severed employment and who is not fully Vested in the Participant's\n            Account and the Participant may increase the Vested percentage in\n            such account, then, at any relevant time the Participant's Vested\n            portion of the account will be equal to an amount (\"X\") determined\n            by the formula:\n\n                            X equals P(AB plus D) - D\n\n                        For purposes of applying the formula: P is the Vested\n            percentage at the relevant time, AB is the account balance at the\n            relevant time, and D is the amount of distribution.\n\n6.6 DISTRIBUTION OF BENEFITS UPON DEATH\n\n                  (a) The death benefit payable pursuant to. Section 6.2 shall\n            be paid to the Participant's Beneficiary in one lump-sum payment in\n            cash subject to the rules of Section 6.6(b).\n\n                  (b) Notwithstanding any provision in the Plan to the contrary,\n            distributions upon the death of a Participant shall be made in\n            accordance with the following requirements and shall otherwise\n            comply with Code Section 401(a)(9) and the Regulations thereunder.\n            If it is determined, pursuant to Regulations, that the distribution\n            of a Participant's interest has begun and the Participant dies\n            before the entire interest has been distributed, the remaining\n            portion of such interest shall be distributed at least as rapidly as\n            under the method of distribution selected pursuant to Section 6.5 as\n            of the date of death. If a Participant dies before receiving any\n            distributions of the interest in the Plan or before distributions\n            are deemed to have begun pursuant to Regulations, then the death\n            benefit shall be distributed to the Participant's Beneficiaries by\n            December 31st of the calendar year in which the fifth anniversary of\n            the Participant's date of death occurs.\n\n                        However, in the event that the Participant's spouse\n            (determined as of the date of the Participant's death) is the\n            designated Beneficiary, then in lieu of the preceding rules,\n            distributions must be made over a period not extending beyond the\n            life expectancy of the spouse and must commence on or before the\n            later of: (1) December 31st of the calendar year immediately\n            following the calendar year in which the Participant died; or (2)\n            December 31st of the\n\n\n                                      -60-\n\n\n            calendar year in which the Participant would have attained age 70\n            1\/2. If the surviving spouse dies before distributions to such\n            spouse begin, then the 5-year distribution requirement of this\n            Section shall apply as if the spouse was the Participant.\n\n                  (c) For purposes of this Section, any amount paid to a child\n            of the Participant will be treated as if it had been paid to the\n            surviving spouse if the amount becomes payable to the surviving\n            spouse when the child reaches the age of majority.\n\n6.7 TIME OF SEGREGATION OR DISTRIBUTION\n\n            Except as limited by Sections 6.5 and 6.6, whenever the Trustee is\nto make a distribution the distribution may be made on such date or as soon\nthereafter as is practicable. However, unless a Former Participant elects in\nwriting to defer the receipt of benefits (such election may not result in a\ndeath benefit that is more than incidental), the payment of benefits shall occur\nnot later than the sixtieth (60th) day after the close of the Plan Year in which\nthe latest of the following events occurs: (a) the date on which the Participant\nattains the earlier of age 65 or the Normal Retirement Age specified herein; (b)\nthe tenth (10th) anniversary of the year in which the Participant commenced\nparticipation in the Plan; or (c) the date the Participant terminates service\nwith the Employer.\n\n            Notwithstanding the foregoing, the failure of a Participant to\nconsent to a distribution that is \"immediately distributable\" (within the\nmeaning of Section 6.5), shall be deemed to be an election to defer the\ncommencement of payment of any benefit sufficient to satisfy this Section.\n\n6.8 DISTRIBUTION FOR MINOR OR INCOMPETENT BENEFICIARY\n\n            In the event a distribution is to be made to a minor or incompetent\nBeneficiary, then the Administrator may direct that such distribution be paid to\nthe legal guardian, or if none in the case or a minor Beneficiary, to a parent\nof such Beneficiary or a responsible adult with whom the Beneficiary maintains\nresidence, or to the custodian for such Beneficiary under the Uniform Gift to\nMinors Act or Gift to Minors Act, if such is permitted by the laws of the state\nin which said Beneficiary resides. Such a payment to the legal guardian,\ncustodian or parent of a minor Beneficiary shall fully discharge the Trustee,\nEmployer, and Plan from further liability on account thereof.\n\n6.9 LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN\n\n            In the event that all, or any portion, of the distribution payable\nto a Participant or Beneficiary hereunder shall, at the later of the\nParticipant's attainment of age 62 or Normal Retirement Age, remain unpaid\nsolely by reason of the inability of the Administrator, after sending a\ncertified letter, return receipt requested, to the last known address of such\nperson, to ascertain the whereabouts of\n\n\n                                      -61-\n\n\nsuch Participant or Beneficiary, the amount so distributable shall be treated as\na Forfeiture pursuant to the Plan. Notwithstanding the foregoing, effective\nJanuary 1, 2001, if the value of a Participant's Vested benefit derived from\nEmployer and Employee contributions does not exceed $5,000, then the amount\ndistributable may, in the sole discretion of the Administrator, either be\ntreated as a Forfeiture, or be paid directly to an individual retirement account\ndescribed in Code Section 408(a) or an individual retirement annuity described\nin Code Section 408(b) at the time it is determined that the whereabouts of the\nParticipant or the Participant's Beneficiary cannot be ascertained. In the event\na Participant or Beneficiary is located subsequent to the Forfeiture, such\nbenefit shall be restored, first from Forfeitures, if any, and then from an\nadditional Employer contribution if necessary. However, regardless of the\npreceding, a benefit which is lost by reason of escheat under applicable state\nlaw is not treated as a Forfeiture for purposes of this Section nor as an\nimpermissible forfeiture under the Code.\n\n6.10 PRE-RETIREMENT DISTRIBUTION\n\n            Unless otherwise provided, at such time as a Participant shall have\nattained the age of 59 1\/2 years, the Administrator, at the election of the\nParticipant who has not severed employment with the Employer, shall direct the\nTrustee to distribute all or a portion of the Vested amount then credited to the\naccounts maintained on behalf of the Participant, excluding that portion of his\nParticipant's Account attributable to Employer discretionary contributions made\npursuant to Section 4.1(c). In the event that the Administrator makes such a\ndistribution, the Participant shall continue to be eligible to participate in\nthe Plan on the same basis as any other Employee. Any distribution made pursuant\nto this Section shall be made in a manner consistent with Section 6.5,\nincluding, but not limited to, all notice and consent requirements of Code\nSection 411(a)(11) and the Regulations thereunder.\n\n6.11 ADVANCE DISTRIBUTION FOR HARDSHIP\n\n                  (a) The Administrator, at the election of the Participant,\n            shall direct the Trustee to distribute to any Participant in any one\n            Plan Year up to the lesser of 100% of the Participant's Elective\n            Account valued as of the last Valuation Date or the amount necessary\n            to satisfy the immediate and heavy financial need of the\n            Participant. Any distribution made pursuant to this Section shall be\n            deemed to be made as of the first day of the Plan Year or, if later,\n            the Valuation Date immediately preceding the date of distribution,\n            and the Participant's Elective Account shall be reduced accordingly.\n            Withdrawal under this Section is deemed to be on account of an\n            immediate and heavy financial need of the Participant only if the\n            withdrawal is for:\n\n                  (1) Medical expenses described in Code Section 213(d) incurred\n                  by the Participant, the Participant's spouse, or any of the\n                  Participant's dependents (as defined in\n\n\n                                      -62-\n\n\n                  Code Section 152) or necessary for these persons to obtain\n                  medical cares described in Code Section 213(d);\n\n                  (2) The costs directly related to the purchase (excluding\n                  mortgage payments) of a principal residence for the\n                  Participant;\n\n                  (3) Payment of tuition, related educational fees, and room and\n                  board expenses for the next twelve (12) months of\n                  post-secondary education for the Participant and the\n                  Participant's spouse, children, or dependents; or\n\n                  (4) Payments necessary to prevent the eviction of the\n                  Participant from the Participant's principal residence or\n                  foreclosure on the mortgage on that residence.\n\n                  (b) No distribution shall be made pursuant to this Section\n            unless the Administrator, based upon the Participant's\n            representation and such other facts as are known to the\n            Administrator, determines that all of the following conditions are\n            satisfied:\n\n                  (1) The distribution is not in excess of the amount of the\n                  immediate and heavy financial need of the Participant. The\n                  amount of the immediate and heavy financial need may include\n                  any amounts necessary to pay any federal, state, or local\n                  income taxes or penalties reasonably anticipated to result\n                  from the distribution;\n\n                  (2) The Participant has obtained all distributions, other than\n                  hardship distributions, and all nontaxable (at the time of the\n                  loan) loans currently available under all plans maintained by\n                  the Employer;\n\n                  (3) The Plan, and all other plans maintained by the Employer,\n                  provide that the Participant's elective deferrals and\n                  after-tax voluntary Employee contributions will be suspended\n                  for at least twelve (12) months after receipt of the hardship\n                  distribution or, the Participant, pursuant to a legally\n                  enforceable agreement, will suspend elective deferrals and\n                  after-tax voluntary Employee contributions to the Plan and all\n                  other plans maintained by the Employer for at least twelve\n                  (12) months after receipt of the hardship distribution; and\n\n                  (4) The Plan, and all other plans maintained by the Employer,\n                  provide that the Participant may not make elective deferrals\n                  for the Participant's taxable year immediately following the\n                  taxable year of the hardship distribution in excess of the\n                  applicable limit under\n\n\n                                      -63-\n\n\n                  Code Section 402(g) for such next taxable year less the amount\n                  of such Participant's elective deferrals for the taxable year\n                  of the hardship distribution.\n\n                  (c) Notwithstanding the above, distributions from the\n            Participant's Elective Account pursuant to this Section shall be\n            limited solely to the Participant's total Deferred Compensation as\n            of the date of distribution, reduced by the amount of any previous\n            distributions pursuant to this Section and Section 6.10.\n\n                  (d) Any distribution made pursuant to this Section shall be\n            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 Section 411(a)(11) and the\n            Regulations thereunder.\n\n6.12 QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION\n\n            All rights and benefits, including elections, provided to a\nParticipant in this Plan shall be subject to the rights afforded to any\n\"alternate payee\" under a \"qualified domestic relations order.\" Furthermore, a\ndistribution to an \"alternate payee\" shall be permitted if such distribution is\nauthorized by a \"qualified domestic relations order,\" even if the affected\nParticipant has not separated from service and has not reached the \"earliest\nretirement age\" under the Plan. For the purposes of this Section, \"alternate\npayee,\" \"qualified domestic relations order\" and \"earliest retirement age\" shall\nhave the meaning set forth under Code Section 414(p).\n\n                                   ARTICLE VII\n                                     TRUSTEE\n\n7.1 BASIC RESPONSIBILITIES OF THE TRUSTEE\n\n                  (a) The Trustee shall have the following categories of\n            responsibilities:\n\n                  (1) Consistent with the \"funding policy and method\" determined\n                  by the Employer, to invest, manage, and control the Plan\n                  assets subject, however, to the direction of a Participant\n                  with respect to Participant Directed Accounts, the Employer or\n                  an Investment Manager appointed by the Employer or any agent\n                  of the Employer;\n\n                  (2) At the direction of the Administrator, to pay benefits\n                  required under the Plan to be paid to Participants, or, in the\n                  event of their death, to their Beneficiaries; and\n\n                  (3) To maintain records of receipts and disbursements and\n                  furnish to the Employer and\/or Administrator for each Plan\n                  Year a written annual report pursuant to\n\n\n                                      -64-\n\n\n                  Section 7.7.\n\n                  (b) In the event that the Trustee shall be directed by a\n            Participant (pursuant to the Participant Direction Procedures), or\n            the Employer, or an Investment Manager or other agent appointed by\n            the Employer with respect to the investment of any or all Plan\n            assets, the Trustee shall have no liability with respect to the\n            investment of such assets, but shall be responsible only to execute\n            such investment instructions as so directed.\n\n                  (1) The Trustee shall be entitled to rely fully on the written\n                  (or other form acceptable to the Administrator and the\n                  Trustee, including, but not limited to, voice recorded)\n                  instructions of a Participant (pursuant to the Participant\n                  Direction Procedures), or the Employer, or any Fiduciary or\n                  nonfiduciary agent of the Employer, in the discharge of such\n                  duties, and shall not be liable for any loss or other\n                  liability, resulting from such direction (or lack of\n                  direction) of the investment of any part or the Plan assets.\n\n                  (2) The Trustee may delegate the duty of executing such\n                  instructions to any nonfiduciary agent, which may be an\n                  affiliate of the Trustee or any Plan representative.\n\n                  (3) The Trustee may refuse to comply with any direction from\n                  the Participant in the event the Trustee, in its sole and\n                  absolute discretion, deems such directions improper by virtue\n                  of applicable law. The Trustee shall not be responsible or\n                  liable for any loss or expense which may result from the\n                  Trustee's refusal or failure to comply with any directions\n                  from the Participant.\n\n                  (4) Any costs and expenses related to compliance with the\n                  Participant's directions shall be borne by the Participant's\n                  Directed Account, unless paid by the Employer.\n\n                  (c) If there shall be more than one Trustee, they shall act by\n            a majority of their number, but may authorize one or more of them to\n            sign 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\n            keep the Trust Fund invested without distinction between principal\n            and income and in such securities or property, real or personal,\n            wherever situated, as the Trustee shall deem advisable, including,\n            but not limited to, stocks, common or preferred, open-end or\n            closed-end mutual\n\n\n                                      -65-\n\n\n            funds, bonds and other evidences of indebtedness or ownership, and\n            real estate or any interest therein. The Trustee shall at all times\n            in making investments of the Trust Fund consider, among other\n            factors, the short and long-term financial needs of the Plan on the\n            basis of information furnished by the Employer. In making such\n            investments, the Trustee shall not be restricted to securities on\n            other property of the character expressly authorized by the\n            applicable law for trust investments; however, the Trustee shall\n            give due regard to any limitations imposed by the Code or the Act so\n            that at all times the Plan may qualify as a qualified Profit Sharing\n            Plan and Trust.\n\n                  (b) The Trustee may employ a bank or trust company pursuant to\n            the terms of its usual and customary bank agency agreement, under\n            which the duties of such bank or trust company shall be of a\n            custodial, clerical and recordkeeping nature.\n\n7.3 OTHER POWERS OF THE TRUSTEE\n\n            The Trustee, in addition to all powers and authorities under common\nlaw, statutory authority, including the Act, and other provisions of the Plan,\nshall have the following powers and authorities, to be exercised in the\nTrustee's sole discretion:\n\n                  (a) To purchase, or subscribe for, any securities or other\n            property and to retain the same. In conjunction with the purchase of\n            securities, margin accounts may be opened and maintained;\n\n                  (b) To sell, exchange, convey, transfer, grant options to\n            purchase, or otherwise dispose of any securities or other property\n            held by the Trustee, by private contract or at public auction. No\n            person dealing with the Trustee shall be bound to see to the\n            application of the purchase money or to inquire into the validity,\n            expediency, or propriety of any such sale or other disposition, with\n            or without advertisement;\n\n                  (c) To vote upon any stocks, bonds, or other securities; to\n            give general or special proxies or powers of attorney with or\n            without power of substitution; to exercise any conversion\n            privileges, subscription rights or other options, and to make any\n            payments incidental thereto; to oppose, or to consent to, or\n            otherwise participate in, corporate reorganizations or other changes\n            affecting corporate securities, and to delegate discretionary\n            powers, and to pay any assessments or charges in connection\n            therewith; and generally to exercise any of the powers of an owner\n            with respect to stocks, bonds, securities, or other property.\n            However, the Trustee shall not vote proxies relating to securities\n            for which it has not been assigned\n\n\n                                      -66-\n\n\n            full investment management responsibilities. In those cases where\n            another party has such investment authority or discretion, the\n            Trustee will deliver all proxies to said party who will then have\n            full responsibility for voting those proxies;\n\n                  (d) To cause any securities or other property to be registered\n            in the Trustee's own name, in the name of one or more of the\n            Trustee's nominees, in a clearing corporation, in a depository, or\n            in book entry form or in bearer form, but the books and records of\n            the Trustee shall at all times show that all such investments are\n            part of the Trust Fund;\n\n                  (e) To borrow or raise money for the purposes of the Plan in\n            such amount, and upon such terms and conditions, as the Trustee\n            shall deem advisable; and for any sum so borrowed, to issue a\n            promissory note as Trustee, and to secure the repayment thereof by\n            pledging all, or any part, of the Trust Fund; and no person lending\n            money to the Trustee shall be bound to see to the application of the\n            money lent or to inquire into the validity, expediency, or propriety\n            of any borrowing;\n\n                  (f) To keep such portion of the Trust Fund in cash or cash\n            balances as the Trustee may, from time to time, deem to be in the\n            best interests of the 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\n            Trustee hereunder, whether or not such securities or other property\n            would normally be purchased as investments hereunder;\n\n                  (h) To make, execute, acknowledge, and deliver any and all\n            documents of transfer and conveyance and any and all other\n            instruments that may be necessary or appropriate to carry out the\n            powers herein granted;\n\n                  (i) To settle, compromise, or submit to arbitration any\n            claims, debts, or damages due or owing to or from the Plan, to\n            commence or defend suits or legal or administrative proceedings, and\n            to represent the Plan in all suits and legal and administrative\n            proceedings;\n\n                  (j) To employ suitable agents and counsel and to pay their\n            reasonable expenses and compensation, and such agent or counsel may\n            or may not be agent or counsel for the Employer;\n\n                  (k) To apply for and procure from responsible insurance\n            companies, to be selected by the Administrator, as an investment of\n            the Trust Fund such annuity, or other Contracts (on the life of any\n            Participant) as the\n\n\n                                      -67-\n\n\n            Administrator shall deem proper; to exercise, at any time or from\n            time to time, whatever rights and privileges may be granted under\n            such annuity, or other Contracts; to collect, receive, and settle\n            for the proceeds of all such annuity or other Contracts as and when\n            entitled to do so under the provisions thereof;\n\n                  (l) To invest funds of the Trust in time deposits or savings\n            accounts bearing a reasonable rate of interest or in cash or cash\n            balances without liability for interest thereon;\n\n                  (m) To invest in Treasury Bills and other forms of United\n            States government obligations;\n\n                  (n) To invest in shares of investment companies registered\n            under the Investment Company Act of 1940;\n\n                  (o) To sell, purchase and acquire put or call options if the\n            options are traded on and purchased through a national securities\n            exchange registered under the Securities Exchange Act of 1934, as\n            amended, or, if the options are not traded on a national securities\n            exchange, are guaranteed by a member firm of the New York Stock\n            Exchange regardless of whether such options are covered;\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,\n            with assets belonging to any other qualified employee pension\n            benefit trust created by the Employer or any Affiliated Employer,\n            and to commingle such assets and make joint or common investments\n            and carry joint accounts on behalf of this Plan and Trust and such\n            other trust or trusts, allocating undivided shares or interests in\n            such investments or accounts or any pooled assets of the two or more\n            trusts in accordance with their respective interests;\n\n                  (r) To appoint a nonfiduciary agent or agents to assist the\n            Trustee in carrying out any investment instructions of Participants\n            and of any Investment Manager or Fiduciary, and to compensate such\n            agent(s) from the assets of the Plan, to the extent not paid by the\n            Employer;\n\n                  (s) To do all such acts and exercise all such rights and\n            privileges, although not specifically mentioned herein, as the\n            Trustee may deem necessary to carry out the purposes of the Plan.\n\n7.4 LOANS TO PARTICIPANTS.\n\n                  (a) The Trustee may, in the Trustee's discretion,\n\n\n                                      -68-\n\n\n            make loans to Participants and Beneficiaries under the following\n            circumstances: (1) loans shall be made available to all Participants\n            and Beneficiaries on a reasonably equivalent basis; (2) loans shall\n            not be made available to Highly Compensated Employees in an amount\n            greater than the amount made available to other Participants and\n            Beneficiaries; (3) loans shall bear a reasonable rate of interest;\n            (4) loans shall be adequately secured; and (5) loans shall provide\n            for periodic repayment over a reasonable period of time.\n\n                  (b) Loans made pursuant to this Section (when added to the\n            outstanding balance of all other loans made by the Plan to the\n            Participant) may, in accordance with a uniform and nondiscriminatory\n            policy established by the Administrator, be limited to the lesser\n            of:\n\n                  (1) $50,000 reduced by the excess (if any) of the highest\n                  outstanding balance of loans from the Plan to the Participant\n                  during the one year period ending on the day before the date\n                  on which such loan is made, over the outstanding balance of\n                  loans from the Plan to the Participant on the date on which\n                  such loan was made, or\n\n                  (2) one-half (1\/2) of the present value of the nonforfeitable\n                  accrued benefit of the Participant under the Plan, excluding\n                  that portion of his Participant's Account attributable to\n                  Employer discretionary contributions made pursuant to Section\n                  4.1(c).\n\n                        For purposes of this limit, all plans of the Employer\n            shall be considered one plan.\n\n                  (c) Loans shall provide for level amortization with payments\n            to be made not less frequently than quarterly over a period not to\n            exceed five (5) years. However, loans used to acquire any dwelling\n            unit which, within a reasonable time, is to be used (determined at\n            the time the loan is made) as a \"principal residence\" of the\n            Participant shall provide for periodic repayment over a reasonable\n            period of time that may exceed five (5) years. For this purpose, a\n            \"principal residence\" has the same meaning as a \"principal\n            residence\" under Code Section 1034. Loan repayments may be suspended\n            under this Plan as permitted under Code Section 414(u)(4).\n\n                  (d) Any loans granted or renewed shall be made pursuant to a\n            Participant loan program. Such loan program shall be established in\n            writing and must include, but need not be limited to, the following:\n\n                  (1) the identity of the person or positions\n\n\n                                      -69-\n\n\n                  authorized to administer the Participant loan program;\n\n                  (2) a projecture for applying for loans;\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\n                  offered;\n\n                  (5) the procedure under the program for determining a\n                  reasonable rate of interest;\n\n                  (6) the types of collateral which may secure a Participant\n                  loan; and\n\n                  (7) the events constituting default and the steps that will be\n                  taken to preserve Plan assets.\n\n                        Such Participant loan program shall be contained in a\n            separate written document which, when properly executed, is hereby\n            incorporated by reference and made a part of the Plan. Furthermore,\n            such Participant loan program may be modified or amended in writing\n            from time to time without the necessity of amending this Section.\n\n                  (e) Notwithstanding anything in this Plan to the contrary, if\n            a Participant or Beneficiary defaults on a loan made pursuant to\n            this Section, then the loan default will be a distributable event to\n            the extent permitted by the Code and Regulations.\n\n                  (f) Notwithstanding anything in this Section to the contrary,\n            any loans made prior to the date this amendment and restatement is\n            adopted shall be subject to the terms of the plan in effect at the\n            time such loan was made.\n\n7.5 DUTIES 0F THE TRUSTEE REGARDING PAYMENTS\n\n            At the direction of the Administrator, the Trustee shall, from time\nto time, in accordance with the terms of the Plan, make payments out of the\nTrust Fund. The Trustee shall not be responsible in any way for the application\nof such payments.\n\n7.6 TRUSTEE'S COMPENSATION AND EXPENSES AND TAXES\n\n            The Trustee shall be paid such reasonable compensation as set forth\nin the Trustee's fee schedule (if the Trustee has such a schedule) or as agreed\nupon in writing by the Employer and the Trustee. However, an individual serving\nas Trustee who already receives full-time pay from the Employer shall not\nreceive compensation from the Plan. In addition, the Trustee shall be reimbursed\nfor any reasonable expenses, including reasonable counsel fees incurred by it as\nTrustee. Such compensation and expenses shall\n\n\n                                      -70-\n\n\nbe paid from the Trust Fund unless paid or advanced by the Employer. All taxes\nof any kind 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                  (a) Within a reasonable period of time after the later of the\n            Anniversary Date or receipt of the Employer contribution for each\n            Plan Year, the Trustee, or its agent, shall furnish to the Employer\n            and Administrator a written statement of account with respect to the\n            Plan Year for which such contribution was made setting forth:\n\n                  (1) the net income, or loss, of the Trust Fund;\n\n                  (2) the gains, or losses, realized by the Trust Fund upon\n                  sales or other disposition of the assets;\n\n                  (3) the increase, or decrease, in the value of the Trust Fund;\n\n                  (4) all payments and distributions made from the Trust Fund;\n                  and\n\n                  (5) such further information as the Trustee and\/or\n                  Administrator deems appropriate.\n\n                  (b) The Employer, promptly upon its receipt of each such\n            statement of account, shall acknowledge receipt thereof in writing\n            and advise the Trustee and\/or Administrator of its approval or\n            disapproval thereof. Failure by the Employer to disapprove any such\n            statement of account within thirty (30) days after its receipt\n            thereof shall be deemed an approval thereof. The approval by the\n            Employer of any statement of account shall be binding on the\n            Employer and the Trustee as to all matters contained in the\n            statement to the same extent as if the account of the Trustee had\n            been settled by judgment or decree in an action for a judicial\n            settlement of its account in a court of competent jurisdiction in\n            which the Trustee, the Employer and all persons having or claiming\n            an interest in the Plan were parties. However, nothing contained in\n            this Section shall deprive the Trustee of its right to have its\n            accounts judicially settled if the Trustee so desires.\n\n7.8 AUDIT\n\n                  (a) If an audit of the Plan's records shall be required by the\n            Act and the regulations thereunder for any Plan Year, the\n            Administrator shall direct the Trustee to engage on behalf of all\n            Participants an independent qualified public accountant for that\n            purpose. Such accountant shall, after an audit of the books and\n            records of\n\n\n                                      -71-\n\n\n            the Plan in accordance with generally accepted auditing standards,\n            within a reasonable period after the close of the Plan Year, furnish\n            to the Administrator and the Trustee a report of the audit setting\n            forth the accountant's opinion as to whether any statements,\n            schedules or lists that are required by Act Section 103 or the\n            Secretary of Labor to be filed with the Plan's annual report, are\n            presented fairly in conformity with generally accepted accounting\n            principles applied consistently.\n\n                  (b) All auditing and accounting fees shall be an expense of\n            and may, at the election of the Employer, be paid from the Trust\n            Fund.\n\n                  (c) If some or all of the information necessary to enable the\n            Administrator to comply with Act Section 103 is maintained by a\n            bank, insurance company, or similar institution, regulated,\n            supervised, and subject to periodic examination by a state or\n            federal agency, then it shall transmit and certify the accuracy of\n            that information to the Administrator as provided in Act Section\n            103(b) within one hundred twenty (120) days after the end of the\n            Plan Year or such other date as may be prescribed under regulations\n            of the Secretary of Labor.\n\n7.9 RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE\n\n                  (a) Unless otherwise agreed to by both the Trustee and the\n            Employer, a Trustee may resign at any time by delivering to the\n            Employer, at least thirty (30) days before its effective date, a\n            written notice of resignation.\n\n                  (b) Unless otherwise agreed to by both the Trustee and the\n            Employer, the Employer may remove a Trustee at any time by\n            delivering to the Trustee, at least thirty (30) days before its\n            effective date, a written notice of such Trustee's removal.\n\n                  (c) Upon the death, resignation, incapacity, or removal of any\n            Trustee, a successor may be appointed by the Employer; and such\n            successor, upon accepting such appointment in writing and delivering\n            same to the Employer, shall, without further act, become vested with\n            all the powers and responsibilities of the predecessor as if such\n            successor had been originally named as a Trustee herein. Until such\n            a successor is appointed, the remaining Trustee or Trustees shall\n            have full authority to act under the terms of the Plan.\n\n                  (d) The Employer may designate one or more successors prior to\n            the death, resignation, incapacity, or removal of a Trustee. In the\n            event a successor is so designated by the Employer and accepts such\n            designation, the successor shall, without further act, become vested\n            with all the powers and\n\n\n                                      -72-\n\n\n            responsibilities of the predecessor as if such successor had been\n            originally named as Trustee herein immediately upon the death,\n            resignation, incapacity, or removal of the predecessor.\n\n                  (e) Whenever any Trustee hereunder ceases to serve as such,\n            the Trustee shall furnish to the Employer and Administrator a\n            written statement of account with respect to the portion of the Plan\n            Year during which the individual or entity served as Trustee. This\n            statement shall be either (i) included as part of the annual\n            statement of account for the Plan Year required under Section 7.7 or\n            (ii) set forth in a special statement. Any such special statement of\n            account should be rendered to the Employer no later than the due\n            date of the annual statement of account for the Plan Year. The\n            procedures set forth in Section 7.7 for the approval by the Employer\n            of annual statements of account shall apply to any special statement\n            of account rendered hereunder and approval by the Employer of any\n            such special statement in the manner provided in Section 7.7 shall\n            have the same effect upon the statement as the Employer's approval\n            of an annual statement of account. No successor to the Trustee shall\n            have any duty or responsibility to investigate the acts or\n            transactions of any predecessor who has rendered all statements of\n            account required by Section 7.7 and this subparagraph.\n\n7.10 TRANSFER OF INTEREST\n\n            Notwithstanding any other provision contained in this Plan, the\nTrustee at the direction of the Administrator shall transfer the Vested\ninterest, if any, of a Participant to another trust forming part of a pension,\nprofit sharing or stock bonus plan maintained by such Participant's new\nemployer and represented by said employer in writing as meeting the requirements\nof Code Section 401(a), provided that the trust to which such transfers are made\npermits the transfer to be made.\n\n7.11 TRUSTEE INDEMNIFICATION\n\n            The Employer agrees to indemnify and hold harmless the Trustee\nagainst any and all claims, losses, damages, expenses and liabilities the\nTrustee may incur in the exercise and performance of the Trustee's power and\nduties hereunder, unless the same are determined to be due to gross negligence\nor willful misconduct.\n\n7.12 DIRECT ROLLOVER\n\n                  (a) Notwithstanding any provision of the Plan to the contrary\n            that would otherwise limit a \"distributee's\" election under this\n            Section, a \"distributee\" may elect, at the time and in the manner\n            prescribed by the Administrator, to have any portion of an \"eligible\n            rollover distribution\" that is equal to at least $500 paid directly\n            to an \"eligible\n\n\n                                      -73-\n\n\n            retirement plan\" specified by the \"distributee\" in a \"direct\n            rollover.\"\n\n                  (b) For purposes of this Section the following definitions\n            shall apply:\n\n                  (1) An \"eligible rollover distribution\" is any distribution of\n                  all or any portion of the balance to the credit of the\n                  \"distributee,\" except that an \"eligible rollover distribution\"\n                  does not include: any distribution that is one of a series of\n                  substantially equal periodic payments (not less frequently\n                  than annually) made for the life (or life expectancy) of the\n                  \"distributee\" or the joint lives (or joint life expectancies)\n                  of the \"distributee\" and the \"distributee's\" designated\n                  beneficiary, or for a specified period of ten years or more;\n                  any distribution to the extent such distribution is required\n                  under Code Section 401(a)(9); the portion of any other\n                  distribution that is not includible in gross income\n                  (determined without regard to the exclusion for net unrealized\n                  appreciation with respect to employer securities); any\n                  hardship distribution described in Code Section 401(k)(2)(B)\n                  (i) (IV) made after December 31, 1999; and any other\n                  distribution that is reasonably expected to total less than\n                  $200 during a year.\n\n                  (2) An \"eligible retirement plan\" is an individual retirement\n                  account described in Code Section 408(a), an individual\n                  retirement annuity described in Code Section 408(b), an\n                  annuity plan described in Code Section 403(a), or a qualified\n                  trust described in Code Section 401(a), that accepts the\n                  \"distributee's\" \"eligible rollover distribution.\" However, in\n                  the case of an \"eligible rollover distribution\" to the\n                  surviving spouse, an \"eligible retirement plan\" is an\n                  individual retirement account or individual retirement\n                  annuity.\n\n                  (3) A \"distributee\" includes an Employee or former Employee.\n                  In addition, the Employee's or former Employee's surviving\n                  spouse and the Employee's or former Employee's spouse or\n                  former spouse who is the alternate payee under a qualified\n                  domestic relations order, as defined in Code Section 414(p),\n                  are \"distributees\" with regard to the interest of the spouse\n                  or former spouse.\n\n                  (4) A \"direct rollover\" is a payment by the Plan to the\n                  \"eligible retirement plan\" specified by the \"distributee.\"\n\n\n                                      -74-\n\n\n7.13 EMPLOYER SECURITIES AND REAL PROPERTY\n\n            The Trustee shall be empowered to acquire and hold \"qualifying\nEmployer securities\" and \"qualifying Employer real property,\" as those terms\nare defined in the Act, provided, however, that the Trustee shall not be\npermitted to acquire any \"qualifying Employer securities\" or \"qualifying\nEmployer real property\" if, immediately after the acquisition of such securities\nor property, the fair market value of all \"qualifying Employer securities\" and\n\"qualifying Employer real property\" held by the Trustee hereunder should amount\nto more than 100% of the fair market value of all the assets in the Trust Fund.\n\n                                  ARTICLE VIII\n                       AMENDMENT, TERMINATION AND MERGERS\n\n8.1 AMENDMENT\n\n                  (a) The Employer shall have the right at any time to amend\n            this Plan, subject to the limitations of this Section. However, any\n            amendment which affects the rights, duties or responsibilities of\n            the Trustee or Administrator may only be made with the Trustee's or\n            Administrator's written consent. Any such amendment shall become\n            effective as provided therein upon its execution. The Trustee shall\n            not be required to execute any such amendment unless the amendment\n            affects the duties of the Trustee hereunder.\n\n                  (b) No amendment to the Plan shall be effective if it\n            authorizes or permits any part of the Trust Fund (other than such\n            part as is required to pay taxes and administration expenses) to be\n            used for or diverted to any purpose other than for the exclusive\n            benefit of the Participants or their Beneficiaries or estates; or\n            causes any reduction in the amount credited to the account of any\n            Participant; or causes or permits any portion of the Trust Fund to\n            revert to or become property of the Employer.\n\n                  (c) Except as permitted by Regulations (including Regulation\n            1.411(d)-4) or other IRS guidance, no Plan amendment or transaction\n            having the effect of a Plan amendment (such as a merger, plan\n            transfer or similar transaction) shall be effective if it eliminates\n            or reduces any \"Section 411(d)(6) protected benefit\" or adds or\n            modifies conditions relating to \"Section 411(d)(6) protected\n            benefits\" which results in a further restriction on such benefits\n            unless such \"Section 411(d)(6) protected benefits\" are preserved\n            with respect to benefits accrued as of the later of the adoption\n            date or effective date of the amendment. \"Section 411(d)(6)\n            protected benefits\" are benefits described in Code Section\n            411(d)(6)(A), early retirement benefits and retirement-type\n            subsidies, and optional forms of benefit. A Plan amendment that\n            eliminates or restricts the ability of a Participant to receive\n            payment\n\n\n                                      -75-\n\n\n            of the Participant's interest in the Plan under a particular\n            optional form of benefit will be permissible if the amendment\n            satisfies the conditions in (1) and (2) below:\n\n                  (1) The amendment provides a single-sum distribution form\n                  that is otherwise identical to the optional form of benefit\n                  eliminated or restricted. For purposes of this condition (1),\n                  a single-sum distribution form is otherwise identical only if\n                  it is identical in all respects to the eliminated or\n                  restricted optional form of benefit (or would be identical\n                  except that it provides greater rights to the Participant)\n                  except with respect to the timing of payments after\n                  commencement.\n\n                  (2) The amendment is not effective unless the amendment\n                  provides that the amendment shall not apply to any\n                  distribution with an annuity starting date earlier than the\n                  earlier of: (i) the ninetieth (90th) day after the date the\n                  Participant receiving the distribution has been furnished a\n                  summary that reflects the amendment and that satisfies the Act\n                  requirements at 29 CFR 2520.104b-3 (relating to a summary of\n                  material modifications) or (ii) the first day of the second\n                  Plan Year following the Plan Year in which the amendment is\n                  adopted.\n\n8.2 TERMINATION\n\n                  (a) The Employer shall have the right at any time to terminate\n            the Plan by delivering to the Trustee and Administrator written\n            notice of such termination. Upon any full or partial termination,\n            all amounts credited to the affected Participants' Combined Accounts\n            shall become 100% Vested as provided in Section 6.4 and shall not\n            thereafter be subject to forfeiture, and all unallocated amounts,\n            including Forfeitures, shall be allocated to the accounts of all\n            Participants in accordance with the provisions hereof.\n\n                  (b) Upon the full termination of the Plan, the Employer shall\n            direct the distribution of the assets of the Trust Fund to\n            Participants in a manner which is consistent with and satisfies the\n            provisions of Section 6.5. Distributions to a Participant shall be\n            made in cash or through the purchase of irrevocable nontransferable\n            deferred commitments from an insurer. Except as permitted by\n            Regulations, the termination of the Plan shall not result in the\n            reduction of \"Section 411(d)(6) protected benefits\" in accordance\n            with Section 8.1(c).\n\n8.3 MERGER, CONSOLIDATION OR TRANSFER OF ASSETS\n\n            This Plan and Trust may be merged or consolidated with, or its\nassets and\/or liabilities may be transferred to any other plan and\n\n\n                                      -76-\n\n\ntrust only if the benefits which would be received by a Participant of this\nPlan, in the event of a termination of the Plan immediately after such transfer,\nmerger or consolidation, are at least equal to the benefits the Participant\nwould have received if the Plan had terminated immediately before the transfer,\nmerger or consolidation, and such transfer, merger or consolidation does not\notherwise result in the elimination or reduction of any \"Section 411(d)(6)\nprotected benefits\" in accordance with Section 8.1(c).\n\n                                   ARTICLE IX\n                              TOP HEAVY PROVISIONS\n\n9.1 TOP HEAVY PLAN REQUIREMENTS\n\n            For any Top Heavy Plan Year, the Plan shall provide the special\nvesting requirements of Code Section 416(b) pursuant to Section 6.4 of the Plan\nand the special minimum allocation requirements of Code Section 416(c) pursuant\nto Section 4.4 of the Plan.\n\n9.2 DETERMINATION OF TOP HEAVY STATUS\n\n                  (a) This Plan shall be a Top Heavy Plan for any Plan Year in\n            which, as of the Determination Date, (1) the Present Value of\n            Accrued Benefits of Key Employees and (2) the sum of the Aggregate\n            Accounts of Key Employees under this Plan and all plans of an\n            Aggregation Group, exceeds sixty percent (60%) of the Present Value\n            of Accrued Benefits and the Aggregate Accounts of all Key and\n            Non-Key Employees under this Plan and all plans of an Aggregation\n            Group.\n\n                        If any Participant is a Non-Key Employee for any Plan\n            Year, but such Participant was a Key Employee for any prior Plan\n            Year, such Participant's Present Value of Accrued Benefit and\/or\n            Aggregate Account balance shall not be taken into account for\n            purposes of determining whether this Plan is a Top Heavy Plan (or\n            whether any Aggregation Group which includes this Plan is a Top\n            Heavy Group). In addition, if a Participant or Former Participant\n            has not performed any services for any Employer maintaining the Plan\n            at any time during the five year period ending on the Determination\n            Date, any accrued benefit for such Participant or Former Participant\n            shall not be taken into account for the purposes of determining\n            whether this Plan is a Top Heavy Plan.\n\n                  (b) Aggregate Account: A Participant's Aggregate Account as of\n            the Determination Date is the sum of:\n\n                  (1) the 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\n\n\n                                      -77-\n\n\n                  amount of any contributions actually made after the Valuation\n                  Date but due on or before the Determination Date, except for\n                  the first Plan Year when such adjustment shall also reflect\n                  the amount of any contributions made after the Determination\n                  Date that are 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)\n                  preceding Plan Years. However, in the case of distributions\n                  made after the Valuation Date and prior to the Determination\n                  Date, such distributions are not included as distributions for\n                  top heavy purposes to the extent that such distributions are\n                  already included in the Participant's Aggregate Account\n                  balance as of the Valuation Date. Notwithstanding anything\n                  herein to the contrary, all distributions, including\n                  distributions under a terminated plan which if it had not been\n                  terminated would have been required to be included in an\n                  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\n                  mandatory. However, amounts attributable to tax deductible\n                  qualified voluntary employee contributions shall not be\n                  considered to be a part of the Participant's Aggregate Account\n                  balance.\n\n                  (5) with respect to unrelated rollovers and plan-to-plan\n                  transfers (ones which are both initiated by the Employee and\n                  made from a plan maintained by one employer to a plan\n                  maintained by another employer), if this Plan provides the\n                  rollovers or plan-to-plan transfers, it shall always consider\n                  such rollovers or plan-to-plan transfers as a distribution for\n                  the purposes of this Section. If this Plan is the plan\n                  accepting such rollovers or plan-to-plan transfers, it shall\n                  not consider such rollovers or plan-to-plan transfers as part\n                  of the Participant's Aggregate Account balance.\n\n                  (6) with respect to related rollovers and plan-to-plan\n                  transfers (ones either not initiated by the Employee or made\n                  to a plan maintained by the same employer), if this Plan\n                  provides the rollover or plan-to-plan transfer, it shall not\n                  be counted as a distribution for purposes of this Section. If\n                  this Plan is the plan accepting such rollover or plan-to-plan\n                  transfer, it shall consider such rollover or plan-to-plan\n                  transfer as part of the Participant's\n\n\n                                      -78-\n\n\n                  Aggregate Account balance, irrespective of the date on which\n                  such rollover or plan-to-plan transfer is accepted.\n\n                  (7) For the purposes of determining whether two employers are\n                  to be treated as the same employer in (5) and (6) above, all\n                  employers aggregated under Code Section 414(b), (c), (m) and\n                  (o) are treated as the same employer.\n\n                  (c) \"Aggregation Group\" means either a Required Aggregation\n            Group or a 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\n                  which a Key Employee is a participant in the Plan Year\n                  containing the Determination Date or any of the four preceding\n                  Plan Years, and each other plan of the Employer which enables\n                  any plan in which a Key Employee participates to meet the\n                  requirements of Code Sections 401(a)(4) or 410, will be\n                  required to be aggregated. Such group shall be known as a\n                  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\n                  Required Aggregation Group will be considered a Top Heavy Plan\n                  if the Required Aggregation Group is not a Top Heavy Group.\n\n                  (2) Permissive Aggregation Group: The Employer may also\n                  include any other plan not required to be included in the\n                  Required Aggregation Group, provided the resulting group,\n                  taken as a whole, would continue to satisfy the provisions of\n                  Code Sections 401(a)(4) and 410. Such group shall be known as\n                  a Permissive Aggregation Group.\n\n                  In the case of a Permissive Aggregation Group, only a plan\n                  that is part of the Required Aggregation Group will be\n                  considered a Top Heavy Plan if the Permissive Aggregation\n                  Group is a Top Heavy Group. No plan in the Permissive\n                  Aggregation Group will be considered a Top Heavy Plan if the\n                  Permissive Aggregation Group is not a Top Heavy Group.\n\n                  (3) Only those plans of the Employer in which the\n                  Determination Dates fall within the same calendar year shall\n                  be aggregated in order to determine whether such plans are Top\n                  Heavy Plans.\n\n                  (4) An Aggregation Group shall include any terminated\n\n\n                                      -79-\n\n\n                  plan of the Employer if it was maintained within the last five\n                  (5) years ending on the Determination Date.\n\n                  (d) \"Determination Date\" means (a) the last day of the\n            preceding Plan Year, or (b) in the case of the first Plan Year, the\n            last day of such Plan Year.\n\n                  (e) 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\n            accrual rate permitted under Code Section 411(b)(1)(C). The\n            determination of the Present Value of Accrued Benefit shall be\n            determined as of the most recent Valuation Date that falls within or\n            ends with the 12-month period ending on the Determination Date\n            except as provided in Code Section 416 and the Regulations\n            thereunder for the first and second plan years of a defined benefit\n            plan.\n\n                  (f) \"Top Heavy Group\" means an Aggregation Group in which, as\n            of the Determination Date, the sum of:\n\n                  (1) the Present Value of Accrued Benefits of Key Employees\n                  under 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,\n\n                        exceeds sixty percent (60%) of a similar sum determined\n            for all Participants.\n\n                                    ARTICLE X\n                                  MISCELLANEOUS\n\n10.1 PARTICIPANT'S RIGHTS\n\n            This Plan shall not be deemed to constitute a contract between the\nEmployer and any Participant or to be a consideration or an inducement for the\nemployment of any Participant or Employee. Nothing contained in this Plan shall\nbe deemed to give any Participant or Employee the right to be retained in the\nservice of the Employer or to interfere with the right of the Employer to\ndischarge any Participant or Employee at any time regardless of the effect which\nsuch discharge shall have upon the Employee as a Participant of this Plan.\n\n10.2 ALIENATION\n\n                  (a) Subject to the exceptions provided below, and as otherwise\n            permitted by the Code and the Act, no benefit\n\n\n                                      -80-\n\n\n            which shall be payable out of the Trust Fund to any person\n            (including a Participant or the Participant's Beneficiary) shall be\n            subject in any manner to anticipation, alienation, sale, transfer,\n            assignment, pledge, encumbrance, or charge, and any attempt to\n            anticipate, alienate, sell, transfer, or assign, pledge, encumber,\n            or charge the same shall be void; and no such benefit shall in any\n            manner be liable for, or subject to, the debts, contracts,\n            liabilities, engagements, or torts of any such person, nor shall it\n            be subject to attachment or legal process for or against such\n            person, and the same shall not be recognized by the Trustee, except\n            to such extent as may be required by law.\n\n                  (b) Subsection (a) shall not apply to the extent a Participant\n            or Beneficiary is indebted to the Plan, by reason of a loan made\n            pursuant to Section 7.4. At the time a distribution is to be made to\n            or for a Participant's or Beneficiary's benefit, such proportion of\n            the amount to be distributed as shall equal such indebtedness shall\n            be paid to the Plan, to apply against or discharge such\n            indebtedness. Prior to making a payment, however, the Participant or\n            Beneficiary must be given written notice by the Administrator that\n            such indebtedness is to be so paid in whole or part from the\n            Participant's Combined Account. If the Participant or Beneficiary\n            does not agree that the indebtedness is a valid claim against the\n            Vested Participant's Combined Account, the Participant or\n            Beneficiary shall be entitled to a review of the validity of the\n            claim in accordance with procedures provided in Sections 2.7 and\n            2.8.\n\n                  (c) Subsection (a) shall not apply to a \"qualified domestic\n            relations order\" defined in Code Section 414(p), and those other\n            domestic relations orders permitted to be so treated by the\n            Administrator under the provisions of the Retirement Equity Act of\n            1984. The Administrator shall establish a written procedure to\n            determine the qualified status of domestic relations orders and to\n            administer distributions under such qualified orders. Further, to\n            the extent provided under a \"qualified domestic relations order,\" a\n            former spouse of a Participant shall be treated as the spouse or\n            surviving spouse for all purposes under the Plan.\n\n                  (d) Subsection (a) shall not apply to an offset to a\n            Participant's accrued benefit against an amount that the Participant\n            is ordered or required to pay the Plan with respect to a judgment,\n            order, or decree issued, or a settlement entered into in accordance\n            with Code Sections 401(a)(13)(C) and (D).\n\n10.3 CONSTRUCTION OF PLAN\n\n            This Plan and Trust shall be construed and enforced\n\n\n                                      -81-\n\n\naccording to the Code, the Act and the laws of the State of New York, other than\nits laws respecting choice of law, to the extent not preempted by the Act.\n\n10.4 GENDER AND NUMBER\n\n            Wherever any words are used herein in. the masculine, feminine or\nneuter gender, they shall be construed as though they were also used in another\ngender in all cases where they would so apply, and whenever any words are used\nherein in the singular or plural form, they shall be construed as though they\nwere also used in the other form in all cases where they would so apply.\n\n10.5 LEGAL ACTION\n\n            In the event any claim, suit, or proceeding is brought regarding the\nTrust and\/or Plan established hereunder to which the Trustee, the Employer or\nthe Administrator may be a party, and such claim, suit, or proceeding is\nresolved in favor of the Trustee, the Employer or the Administrator, they shall\nbe entitled to be reimbursed from the Trust Fund for any and all costs,\nattorney's fees, and other expenses pertaining thereto incurred by them for\nwhich they shall have become liable.\n\n10.6 PROHIBITION AGAINST DIVERSION OF FUNDS\n\n                  (a) Except as provided below and otherwise specifically\n            permitted by law, it shall be impossible by operation of the Plan or\n            of the Trust, by termination of either, by power of revocation or\n            amendment, by the happening of any contingency, by collateral\n            arrangement or by any other means, for any part of the corpus or\n            income of any Trust Fund maintained pursuant to the Plan or any\n            funds contributed thereto to be used for, or diverted to, purposes\n            other than the exclusive benefit of Participants, Former\n            Participants, or their Beneficiaries.\n\n                  (b) In the event the Employer shall make an excessive\n            contribution under a mistake of fact pursuant to Act Section\n            403(c)(2)(A), the Employer may demand repayment of such excessive\n            contribution at any time within one (1) year following the time of\n            payment and the Trustees shall return such amount to the Employer\n            within the one (1) year period. Earnings of the Plan attributable to\n            the contributions may not be returned to the Employer but any losses\n            attributable thereto must reduce the amount so returned.\n\n                  (c) Except for Sections 3.5, 3.6, and 4.1(d), any contribution\n            by the Employer to the Trust Fund is conditioned upon the\n            deductibility of the contribution by the Employer under the Code\n            and, to the extent any such deduction is disallowed, the Employer\n            may, within one (1) year following the final determination of the\n            disallowance, whether by agreement with the Internal Revenue Service\n            or by\n\n\n                                      -82-\n\n\n            final decision of a competent jurisdiction, demand repayment of such\n            disallowed contribution and the Trustee shall return such\n            contribution within one (1) year following the disallowance.\n            Earnings of the Plan attributable to the contribution may not be\n            returned to the Employer, but any losses attributable thereto must\n            reduce the amount so returned.\n\n10.7 EMPLOYER'S AND TRUSTEE'S PROTECTIVE CLAUSE\n\n            The Employer, Administrator and Trustee, and their successors, shall\nnot be responsible for the validity of any Contract issued hereunder or for the\nfailure on the part of the insurer to make payments provided by any such\nContract, or for the action of any person which may delay payment or render a\nContract null and void or unenforceable in whole or in part.\n\n10.8 INSURER'S PROTECTIVE CLAUSE\n\n            Except as otherwise agreed upon in writing between the Employer and\nthe insurer, an insurer which issues any 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\n10.9 RECEIPT AND RELEASE FOR PAYMENTS\n\n            Any payment to any Participant, the Participant's legal\nrepresentative, Beneficiary, or to any guardian or committee appointed for such\nParticipant or Beneficiary in accordance with the provisions of the Plan, shall,\nto the extent thereof, be in full satisfaction of all claims hereunder against\nthe Trustee and the Employer, either of whom may require such Participant, legal\nrepresentative, Beneficiary, guardian or committee, as a condition precedent to\nsuch payment, to execute a receipt and release thereof in such form as shall be\ndetermined by the Trustee or Employer.\n\n10.1O ACTION BY THE EMPLOYER\n\n            Whenever the Employer under the terms of the Plan is permitted or\nrequired to do or perform any act or matter or thing, it shall be done and\nperformed by a person duly authorized by its legally constituted authority.\n\n10.11 NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY\n\n            The \"named Fiduciaries\" of this Plan are (1) the Employer,\n\n\n                                      -83-\n\n\n(2) the Administrator, (3) the Trustee and (4) any Investment Manager appointed\nhereunder. The named Fiduciaries shall have only those specific powers, duties,\nresponsibilities, and obligations as are specifically given them under the Plan\nincluding, but not limited to, any agreement allocating or delegating their\nresponsibilities, the terms of which are incorporated herein by reference. In\ngeneral, the employer shall have the sole responsibility for making the\ncontributions provided for under Section 4.1; and shall have the authority to\nappoint and remove the Trustee and the Administrator; to formulate the Plan's\n\"funding policy and method\"; and to amend or terminate, in whole or in part, the\nPlan. The Administrator shall have sole responsibility for the administration of\nthe Plan, including, not limited to, the items specified in Article II of the\nPlan, as same may be allocated or delegated thereunder. The Administrator shall\nact as the named Fiduciary responsible for communicating with Participant\naccording to the Participant Direction Procedures. The Trustee shall have the\nsole responsibility of management of the assets held under the Trust, except to\nthe extent directed pursuant to Article II or with respect to those assets, the\nmanagement of which has been assigned to an Investment Manager, who shall be\nsolely responsible for the management of the assets assigned to it, all as\nspecifically provided in the Plan. Each named Fiduciary warrants that any\ndirections given, information furnished, or action taken by it shall be in\naccordance with the provisions of the Plan, authorizing or providing for such\ndirection, information or action. Furthermore, each named Fiduciary may rely\nupon any such direction, information or action of another named Fiduciary as\nbeing proper under the Plan, and is not required under the Plan to inquire into\nthe propriety of any such direction, information or action. It is intended under\nthe Plan that each named Fiduciary shall be responsible for the proper exercise\nof its own powers, duties, responsibilities and obligations under the Plan as\nspecified or allocated herein. No named Fiduciary shall guarantee the Trust Fund\nin any manner against investment loss or depreciation in asset value. Any person\nor group may serve in more than one Fiduciary capacity.\n\n10.12 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\n10.13 APPROVAL BY INTERNAL REVENUE SERVICE\n\n            Notwithstanding anything herein to the contrary, if, pursuant to an\napplication for qualification filed by or on behalf of the Plan by the time\nprescribed by law for filing the Employer's return for the taxable year in which\nthe Plan is adopted, or such later date that the Secretary of the Treasury may\nprescribe, the Commissioner of Internal Revenue Service or the Commissioner's\ndelegate should determine that the Plan does not initially qualify as a\ntax-exempt plan under Code Sections 401 and 501, and such determination is not\ncontested, or if contested, is finally upheld, then if the Plan is a new plan,\nit shall be void ab initio and all\n\n\n                                      -84-\n\n\namounts contributed to the Plan by the Employer, less expenses paid, shall be\nreturned within one (1) year and the Plan shall terminate, and the Trustee shall\nbe discharged from all further obligations. If the disqualification relates to\nan amended plan, there the Plan shall operate as if it had not been amended.\n\n10.14 UNIFORMITY\n\n            All provisions of this Plan shall be interpreted and applied in a\nuniform, nondiscriminatory manner. In the event of any conflict between the\nterms of this Plan and any Contract purchased hereunder, the Plan provisions\nshall control.\n\n            IN WITNESS WHEREOF, this Plan has been executed as of the day and\nyear first above written, to become effective October 1, 1999, except as\notherwise specifically provided herein.\n\n                                  JETBLUE AIRWAYS CORPORATION\n\n\n                                  By: \/s\/ John D. Owen\n                                      -----------------------------------------\n                                      Name:  John D. Owen\n                                      Title: CFO\n\n\n                                  \/s\/ John D. Owen\n                                  ---------------------------------------------\n                                  John D. Owen, Trustee\n\n\n                                  \/s\/ Thomas E. Kelly\n                                  ---------------------------------------------\n                                  Thomas E. Kelly, Trustee\n\n\n                                  \/s\/ Vincent J. Stabile\n                                  ---------------------------------------------\n                                  Vincent Stabile, Trustee\n\n\n                                      -85-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7939],"corporate_contracts_industries":[9521],"corporate_contracts_types":[9539,9550],"class_list":["post-38139","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-jetblue-airways-corp","corporate_contracts_industries-transportation__air","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\/38139","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=38139"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38139"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38139"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38139"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}