{"id":38541,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/bargaining-unit-employee-savings-plan-southern-energy-resources.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bargaining-unit-employee-savings-plan-southern-energy-resources","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/bargaining-unit-employee-savings-plan-southern-energy-resources.html","title":{"rendered":"Bargaining Unit Employee Savings Plan &#8211; Southern Energy Resources"},"content":{"rendered":"<pre>                            SOUTHERN ENERGY RESOURCES\n                      BARGAINING UNIT EMPLOYEE SAVINGS PLAN\n\n\n\n\n\n\n                                      \n                                TABLE OF CONTENTS\n\n\n\n\nARTICLE I - PURPOSE..........................................................1\n\n\nARTICLE II - DEFINITIONS.....................................................1\n         2.1      \"Account\"..................................................1\n         2.2      \"Actual Deferral Percentage\"...............................1\n         2.3      \"Actual Deferral Percentage Test\"..........................1\n         2.4      \"Affiliated Employer\"......................................1\n         2.5      \"Annual Addition\"..........................................1\n         2.6      \"Average Actual Deferral Percentage\".......................2\n         2.7      \"Beneficiary\"..............................................2\n         2.8      \"Board of Directors\".......................................2\n         2.9      \"Break-in-Service Date\"....................................2\n         2.10     \"Code\".....................................................2\n         2.11     \"Committee\"................................................2\n         2.12     \"Common Stock\".............................................2\n         2.13     \"Company\"..................................................2\n         2.14     \"Compensation\".............................................3\n         2.15     \"Direct Rollover\"..........................................3\n         2.16     \"Distributee\"..............................................3\n         2.17     \"Elective Employer Contribution\"...........................3\n         2.18     \"Eligible Employee\"........................................3\n         2.19     \"Eligible Participant\".....................................3\n         2.20     \"Eligible Retirement Plan\".................................4\n         2.21     \"Eligible Rollover Distribution\"...........................4\n         2.22     \"Employee\".................................................4\n         2.23     \"Employer Matching Contribution\"...........................4\n         2.24     \"Employing Company\"........................................4\n         2.25     \"Enrollment Date\"..........................................4\n         2.26     \"ERISA\"....................................................4\n         2.27     \"Excess Deferral Amount\"...................................4\n         2.28     \"Excess Deferral Contributions\"............................5\n         2.29     \"Forfeiture\"...............................................5\n         2.30     \"Highly Compensated Employee\"..............................5\n         2.31     \"Hour of Service\"..........................................5\n         2.32     \"Investment Fund\"..........................................5\n         2.33     \"Limitation Year\"..........................................5\n         2.34     \"Non-Highly Compensated Employee\"..........................6\n         2.35     \"Normal Retirement Date\"...................................6\n         2.36     \"One-Year Break in Service\"................................6\n         2.37     \"Participant\"..............................................6\n         2.38     \"Plan\".....................................................6\n         2.39     \"Plan Year\"................................................6\n         2.40     \"Rollover Contribution\"....................................6\n         2.41     \"Surviving Spouse\".........................................6\n         2.42     \"Suspense Account\".........................................6\n         2.43     \"Trust\" or \"Trust Fund\"....................................6\n         2.44     \"Trust Agreement\"..........................................7\n         2.45     \"Trustee\"..................................................7\n         2.46     \"Valuation Date\"...........................................7\n         2.47     \"Voluntary Participant Contribution\".......................7\n         2.48     \"Year of Service\"..........................................7\n\n\nARTICLE III - PARTICIPATION..................................................8\n         3.1      Eligibility Requirements...................................8\n         3.2      Participation upon Reemployment............................8\n         3.3      Change in Eligibility......................................8\n         3.4      Loss of Eligible Employee Status...........................8\n         3.5      Rollovers from Other Plans.................................8\n         3.6      Military Leave.............................................9\n\n\nARTICLE IV - ELECTIVE EMPLOYER CONTRIBUTIONS AND VOLUNTARY\n                   PARTICIPANT CONTRIBUTIONS................................10\n         4.1      Elective Employer Contributions...........................10\n         4.2      Maximum Amount of Elective Employer Contributions.........10\n         4.3      Distribution of Excess Deferral Amounts...................10\n         4.4      Additional Rules Regarding Elective Employer\n                  Contributions.............................................11\n         4.5      Section 401(k) Nondiscrimination Tests....................12\n         4.6      Voluntary Participant Contributions.......................15\n         4.7      Manner and Time of Payment of Elective Employer\n                  Contributions and Voluntary Participant Contributions.....15\n         4.8      Change in Contribution Rate...............................15\n         4.9      Change in Contribution Amount.............................15\n\n\n\nARTICLE V - EMPLOYER CONTRIBUTIONS..........................................16\n         5.1      Amount of Employer Matching Contributions.................16\n         5.2      Payment of Employer Matching Contributions................16\n         5.3      Reversion of Employing Company Contributions..............16\n         5.4      Correction of Prior Incorrect Allocations and\n                  Distributions.............................................17\n\n\nARTICLE VI - LIMITATIONS ON CONTRIBUTIONS...................................18\n         6.1      Section 415 Limitations...................................18\n         6.2      Correction of Contributions in Excess of Section 415\n                  Limits....................................................18\n\n\nARTICLE VII - SUSPENSION OF CONTRIBUTIONS...................................20\n         7.1      Suspension of Contributions...............................20\n         7.2      Resumption of Contributions...............................20\n\n\nARTICLE VIII - INVESTMENT OF CONTRIBUTIONS..................................21\n         8.1      Investment Funds..........................................21\n         8.2      Investment of Participant Contributions...................21\n         8.3      Investment of Employer Matching Contributions.............21\n         8.4      Investment of Earnings....................................21\n         8.5      Transfer of Assets between Funds..........................21\n         8.6      Change in Investment Direction............................22\n         8.7      Section 404(c) Plan.......................................22\n         8.8      Common Stock Investment Funds.............................22\n\n\nARTICLE IX - MAINTENANCE AND VALUATION OF PARTICIPANTS'\n                  ACCOUNTS..................................................23\n         9.1      Establishment of Accounts.................................23\n         9.2      Valuation of Investment Funds.............................23\n         9.3      Rights in Investment Funds................................23\n\n\nARTICLE X - VESTING.........................................................24\n         10.1     Full Vesting..............................................24\n         10.2     Employer Matching Contributions...........................24\n         10.3     Forfeitures...............................................24\n         10.4     Buy-Back Procedure........................................24\n         10.5     Deemed Cash-out and Deemed Buy-back.......................25\n         10.6     Vesting after One-Year Break in Service...................25\n         10.7     Vesting at Normal Retirement Age..........................25\n         10.8     Vesting Upon Death........................................26\n\n\nARTICLE XI - WITHDRAWALS AND LOANS..........................................26\n         11.1     Withdrawals by Participants...............................26\n         11.2     Notice of Withdrawal......................................27\n         11.3     Form of Withdrawal........................................27\n         11.4     Minimum Withdrawal........................................27\n         11.5     Source of Withdrawal......................................27\n         11.6     Requirement of Hardship...................................27\n         11.7     Loans to Participants.....................................29\n\n\nARTICLE XII - DISTRIBUTION TO PARTICIPANTS..................................31\n         12.1     Distribution upon Retirement..............................31\n         12.2     Distribution upon Disability..............................32\n         12.3     Distribution upon Death...................................32\n         12.4     Designation of Beneficiary in the Event of Death..........32\n         12.5     Distribution upon Termination of Employment...............33\n         12.6     Commencement of Benefits..................................33\n         12.7     Transfer between Employing Companies......................34\n         12.8     Distributions to Alternate Payees.........................34\n         12.9     Requirement for Direct Rollovers..........................35\n         12.10    Consent and Notice Requirements...........................35\n         12.11    Form of Payment...........................................35\n         12.12    Partial Distribution upon Termination of Employment.......35\n\n\nARTICLE XIII - ADMINISTRATION OF THE PLAN...................................36\n         13.1     Membership of Committee...................................36\n         13.2     Acceptance and Resignation................................36\n         13.3     Transaction of Business...................................36\n         13.4     Responsibilities in General...............................36\n         13.5     Committee as Named Fiduciary..............................36\n         13.6     Rules for Plan Administration.............................36\n         13.7     Employment of Agents......................................37\n         13.8     Co-Fiduciaries............................................37\n         13.9     General Records...........................................37\n         13.10    Liability of the Committee................................37\n         13.11    Reimbursement of Expenses and Compensation of Committee...37\n         13.12    Expenses of Plan and Trust Fund...........................38\n         13.13    Responsibility for Funding Policy.........................38\n         13.14    Management of Assets......................................38\n         13.15    Notice and Claims Procedures..............................38\n         13.16    Bonding...................................................39\n         13.17    Multiple Fiduciary Capacities.............................39\n         13.18    Change in Administrative Procedures.......................39\n\n\nARTICLE XIV - TRUSTEE OF THE PLAN...........................................40\n         14.1     Trustee...................................................40\n         14.2     Purchase of Common Stock..................................40\n         14.3     Voting of Common Stock....................................40\n         14.3     Voting of Common Stock....................................41\n         14.5     Uninvested Amounts........................................41\n         14.6     Independent Accounting....................................41\n\n\nARTICLE XV - AMENDMENT AND TERMINATION OF THE PLAN..........................42\n         15.1     Amendment of the Plan.....................................42\n         15.2     Termination of the Plan...................................42\n         15.3     Merger or Consolidation of the Plan.......................43\n\n\nARTICLE XVI - GENERAL PROVISIONS............................................44\n         16.1     Plan Not an Employment Contract...........................44\n         16.2     No Right of Assignment or Alienation......................44\n         16.3     Payment to Minors and Others..............................44\n         16.4     Source of Benefits........................................45\n         16.5     Unclaimed Benefits........................................45\n         16.6     Governing Law.............................................45\n\n\nAPPENDIX A  - EMPLOYING COMPANIES...........................................47\n\n\nAPPENDIX B  - ELIGIBLE EMPLOYEES............................................48\n\n\n\n                                     \n\n                            SOUTHERN ENERGY RESOURCES\n                      BARGAINING UNIT EMPLOYEE SAVINGS PLAN\n\n                           Effective December 19, 2000\n\n\n\n                                    ARTICLE I\n                                     PURPOSE\n                                     -------\n\n         The  purpose of the Plan is to  encourage  employee  thrift,  to create\nadded employee  interest in the affairs of Southern  Energy,  Inc., to provide a\nmeans for  becoming a  shareholder  in  Southern  Energy,  Inc.,  to  supplement\nretirement and death benefits, and to create a competitive  compensation program\nfor  employees   through  the   establishment  of  a  formal  plan  under  which\ncontributions by and on behalf of Participants are supplemented by contributions\nof Employing  Companies.  The Company is the plan sponsor of the Plan. This Plan\nis intended to be a stock bonus plan, and all contributions made by an Employing\nCompany to this Plan are expressly  conditioned  upon the  deductibility of such\ncontributions  under Code  Section 404. To the extent that  different  terms and\nconditions are necessary to reflect the benefits to be provided to each Eligible\nEmployee,  such terms and conditions shall be set forth in one or more schedules\nattached  hereto  and  incorporated  into  the  Plan  and  shall  supersede  any\ninconsistent  provisions  otherwise  set forth herein.  Any such schedule  shall\nreflect the collective  bargaining unit to which it applies,  the effective date\nand the Plan  Section or  Sections to which it applies.  Any  amendment  to such\nschedule  shall be  considered  an amendment to the Plan and shall be subject to\nSection 15.1 hereof.\n\n\n\n\n\n                                   ARTICLE II\n                                   DEFINITIONS\n                                   -----------\n\n         All references to articles, sections, subsections, and paragraphs shall\nbe to  articles,  sections,  subsections,  and  paragraphs  of this Plan  unless\nanother  reference  is expressly  set forth in this Plan.  Any words used in the\nmasculine  shall be read and be construed  in the  feminine  where they would so\napply.  Words in the singular shall be read and construed in the plural, and all\nwords in the plural  shall be read and  construed  in the  singular in all cases\nwhere they would so apply.\n\n         For purposes of this Plan,  unless  otherwise  required by the context,\nthe following terms shall have the meanings set forth opposite such terms:\n\n         2.1      \"Account\" shall mean the total amount credited to the account\nof a Participant, as described in Section 9.1.\n\n         2.2 \"Actual Deferral  Percentage\"  shall mean the ratio (expressed as a\npercentage)  of  Elective  Employer  Contributions  on  behalf  of  an  Eligible\nParticipant for the Plan Year to the Eligible Participant's compensation for the\nPlan Year.  For the  purpose of  determining  an Eligible  Participant's  Actual\nDeferral  Percentage  for a Plan Year,  the  Committee  may elect to consider an\nEligible  Participant's  compensation  for (a) the entire  Plan Year or (b) that\nportion of the Plan Year in which the Eligible  Participant was eligible to have\nElective Employer Contributions made on his behalf,  provided that such election\nis applied uniformly to all Eligible  Participants for the Plan Year. The Actual\nDeferral  Percentage  of an  Eligible  Participant  who does  not have  Elective\nEmployer Contributions made on his behalf shall be zero.\n\n         2.3      \"Actual Deferral Percentage Test\" shall mean the test\ndescribed in Section 4.5(a).\n\n         2.4 \"Affiliated  Employer\" shall mean an Employing  Company and (a) any\ncorporation  which is a member of a controlled group of corporations (as defined\nin Section 414(b) of the Code) which includes such  Employing  Company,  (b) any\ntrade or business  (whether or not  incorporated)  which is under common control\n(as defined in Section 414(c) of the Code) with such Employing Company,  (c) any\norganization  (whether or not  incorporated)  which is a member of an affiliated\nservice  group (as defined in Section  414(m) of the Code) which  includes  such\nEmploying Company,  and (d) any other entity required to be aggregated with such\nEmploying  Company  pursuant to  regulations  under Section  414(o) of the Code.\nNotwithstanding  the  foregoing,  for  purposes of applying the  limitations  of\nArticle VI, the term  Affiliated  Employer shall be adjusted as required by Code\nSection 415(h).\n\n         2.5  \"Annual   Addition\"   shall  mean  the  amount   allocated   to  a\nParticipant's   Account  and  accounts  under  all  defined  contribution  plans\nmaintained by the Affiliated Employers during a Limitation Year that constitutes\n\n                  (a)      Affiliated Employer contributions,\n\n                  (b)      Voluntary Participant Contributions,\n\n                  (c)      forfeitures,  if any,  allocated  to a  Participant's\n         Account  or  accounts  under  all defined contribution plans maintained\n         by the Affiliated Employers, and\n\n                  (d)      amounts described in Sections 415(l)(1) and 419A(d)\n         (2) of the Code.\n\n         2.6  \"Average  Actual  Deferral  Percentage\"  shall  mean  the  average\n(expressed as a percentage) of the Actual  Deferral  Percentages of the Eligible\nParticipants in a group.\n\n         2.7 \"Beneficiary\" shall mean any person(s) who, or estate(s), trust(s),\nor  organization(s)  which,  in accordance  with the provisions of Section 12.4,\nbecome entitled to receive benefits upon the death of a Participant.\n\n         2.8      \"Board of Directors\" shall mean the Board of Directors of the\nCompany.\n\n         2.9      \"Break-in-Service Date\" means the earlier of:\n\n                  (a)      the date on which an Employee terminates  employment,\n         is discharged,  retires, or dies; or\n\n                  (b)      the last day of an approved leave of absence\n         including any extension.\n\n         In the case of an  individual  who is absent from work for maternity or\npaternity  reasons,  such  individual  shall not incur a  Break-in-Service  Date\nearlier than the expiration of the second  anniversary of the first date of such\nabsence; provided, however, that the  twelve-consecutive-month  period beginning\non the first  anniversary of the first date of such absence shall not constitute\na Year of Service.  For  purposes of this  paragraph,  an absence  from work for\nmaternity or paternity  reasons  means an absence (a) by reason of the pregnancy\nof the  Employee,  (b) by reason of a birth of a child of the  Employee,  (c) by\nreason of the  placement  of a child with the  Employee in  connection  with the\nadoption of such child by such Employee,  or (d) for purposes of caring for such\nchild for a period beginning immediately following such birth or placement.\n\n         2.10 \"Code\" shall mean the Internal  Revenue Code of 1986,  as amended,\nor  any  successor  statute,   and  the  rulings  and  regulations   promulgated\nthereunder.  In the event an  amendment  to the Code  renumbers a section of the\nCode referred to in this Plan, any such reference  automatically  shall become a\nreference to such section as renumbered.\n\n         2.11     \"Committee\"  shall  mean  the  committee  appointed  pursuant\nto  Section  13.1 to serve as plan administrator.\n\n         2.12     \"Common Stock\" shall mean the common stock of Southern Energy,\nInc.\n\n         2.13     \"Company\" shall mean Southern Energy Resources, Inc., and its\nsuccessors.\n\n         2.14  \"Compensation\"   shall  mean  the  base  salary  or  wages  of  a\nParticipant, including all amounts contributed by an Employing Company to a Code\nSection 125 cafeteria  plan  sponsored by an Employing  Company,  on behalf of a\nParticipant  pursuant to a salary  reduction  arrangement  under such plan, plus\nmonthly shift and monthly seven-day schedule differentials, geographic premiums,\nmonthly customer service premiums, and monthly nuclear plant premiums and before\ndeduction of taxes,  social  security,  etc., but excluding all awards under any\nincentive  pay plans  sponsored by the  Employing  Company  includible  as gross\nincome,  overtime pay, any hourly shift  differentials,  substitution  pay, such\namounts which are reimbursements to a Participant paid by any Employing Company,\nincluding but not limited to,  reimbursement  for such items as moving  expenses\nand  travel and  entertainment  expenses,  and  imputed  income  for  automobile\nexpenses,  tax preparation  expenses and health and life insurance premiums paid\nby the Employing Company.  Notwithstanding  the foregoing,  \"Compensation\" for a\ngroup of Eligible  Employees may be modified as provided on the Appendix to this\nPlan which is applicable to such Eligible Employees.\n\n         The Compensation of each Participant taken into account for purposes of\nthis Plan  shall not exceed  $170,000  (as  adjusted  pursuant  to Code  Section\n401(a)(17)).  If a  determination  period  consists  of fewer than  twelve  (12)\nmonths,  the annual  Compensation  limit under Code Section  401(a)(17) shall be\nmultiplied by a fraction,  the numerator of which is the number of months in the\ndetermination period and the denominator of which is twelve (12).\n\n         2.15     \"Direct  Rollover\" shall mean a payment by the Plan to the\nEligible  Retirement Plan specified by the Distributee.\n\n         2.16  \"Distributee\"  shall include an Employee or former  Employee.  In\naddition,   the  Employee's  or  former  Employee's  surviving  spouse  and  the\nEmployee's  or former  Employee's  spouse or former  spouse who is an  alternate\npayee under a qualified  domestic  relations order, as defined in Section 414(p)\nof the Code,  are  Distributees  with  regard to the  interest  of the spouse or\nformer spouse.\n\n         2.17 \"Elective  Employer  Contribution\"  shall mean  contributions made\npursuant to Section  4.1 during the Plan Year by an  Employing  Company,  at the\nelection of the  Participant,  in lieu of cash  compensation  and shall  include\ncontributions made pursuant to a salary reduction agreement.\n\n         2.18 \"Eligible  Employee\"  shall mean an Employee who is employed by an\nEmploying  Company and who is represented  by one of the  collective  bargaining\nunits set forth on an  Appendix  to this  Plan,  as  updated  from time to time.\nNotwithstanding  the foregoing,  no Employee shall be entitled to participate in\nthis Plan if such Employee is eligible to participate in a plan of an Affiliated\nEmployer  which is  intended  to be a cash or  deferred  arrangement  under Code\nSection 401(k).\n\n         2.19  \"Eligible  Participant\"  shall mean an Eligible  Employee  who is\nauthorized  to have Elective  Employer  Contributions  or Voluntary  Participant\nContributions allocated to his Account for the Plan Year.\n\n         2.20  \"Eligible  Retirement  Plan\" shall mean an individual  retirement\naccount  described  in  Section  408(a) of the Code,  an  individual  retirement\nannuity  described in Section  408(b) of the Code, an annuity plan  described in\nSection 403(a) of the Code, or a qualified  trust described in Section 401(a) of\nthe Code that accepts the Distributee's Eligible Rollover Distribution. However,\nin the case of an  Eligible  Rollover  Distribution  to a surviving  spouse,  an\nEligible  Retirement  Plan is an  individual  retirement  account or  individual\nretirement annuity.\n\n         2.21 \"Eligible  Rollover  Distribution\"  shall mean any distribution of\nall or any portion of the balance to the credit of the Distributee,  except that\nan Eligible Rollover Distribution does not include: (a) any distribution that is\none of a series of  substantially  equal periodic  payments (not less frequently\nthan annually) made for the life (or life  expectancy) of the  Distributee,  the\njoint  lives  (or  joint  life   expectancies)   of  the   Distributee  and  the\nDistributee's  Beneficiary,  or for a specified  period of 10 years or more; (b)\nany  distribution  to the extent such  distribution  is required  under  Section\n401(a)(9)  of the  Code;  (c)  the  portion  of  any  distribution  that  is not\nincludible in gross income (determined  without regard to the exclusion from net\nunrealized  appreciation  with  respect  to  employer  securities);  and (d) any\nhardship distribution described in Section 401(k)(2)(B)(i)(IV) of the Code.\n\n         2.22  \"Employee\"  shall  mean each  individual  who is  employed  by an\nAffiliated  Employer under common law and each  individual who is required to be\ntreated as an employee  pursuant to the \"leased  employee\" rules of Code Section\n414(n) other than a leased employee described in Code Section 414(n)(5).\n\n         2.23 \"Employer Matching Contribution\" shall mean a contribution made by\nan Employing Company pursuant to Section 5.1.\n\n         2.24  \"Employing  Company\"  shall mean the Company and any affiliate or\nsubsidiary of the Company or Southern Energy,  Inc. which the Board of Directors\nmay from time to time  determine  to bring  under the Plan and which shall adopt\nthe Plan,  and any successor of them.  The Employing  Companies are set forth on\nAppendix A to the Plan as updated  from time to time.  No such  entity  shall be\ntreated as an Employing Company prior to the date it adopts the Plan.\n\n         2.25     \"Enrollment Date\" shall mean the first day of each payroll\nperiod.\n\n         2.26 \"ERISA\" shall mean the Employee  Retirement Income Security Act of\n1974, as amended,  or any  successor  statute,  and the rulings and  regulations\npromulgated  thereunder.  In the event an amendment to ERISA renumbers a section\nof ERISA referred to in this Plan, any such reference automatically shall become\na reference to such section as renumbered.\n\n         2.27  \"Excess  Deferral  Amount\"  shall  mean the  amount  of  Elective\nEmployer  Contributions  for a calendar year that exceed the Code Section 402(g)\nlimits as allocated to this Plan pursuant to Section 4.3(b).\n\n         2.28 \"Excess Deferral  Contributions\" shall mean the amount of Elective\nEmployer Contributions on behalf of a Highly Compensated Employee referred to in\nCode Section 401(k)(8)(B).\n\n         2.29  \"Forfeiture\"  shall mean that portion of a Participant's  Account\nwhich is forfeitable as determined under the vesting schedule applicable to such\nParticipant,  if any.  Forfeitures shall be applied against and  proportionately\nreduce future Employing Company contributions;  provided, however, that any such\nForfeitures shall not be so applied until the first administratively practicable\nValuation Date after which occurs the earlier of the following events:\n\n                  (a)      the termination of employment of the Participant with\n         zero percent (0%) vesting;\n\n                  (b)      the distribution of the entire vested portion of the\n         Participant's Account; or\n\n                  (c)      the date on which  the  Participant  incurs  five (5)\n         consecutive  One-Year  Breaks  in Service.\n\n         Therefore,  a Forfeiture  will only occur in the event of an occurrence\ndescribed in the preceding  sentence,  and only then shall the nonvested portion\nof  a  Participant's   Account  be  used  to  offset  future  Employing  Company\ncontributions.  Such  offset  shall take place as of the first  administratively\npracticable Valuation Date after the Forfeiture occurs.\n\n         2.30 \"Highly  Compensated  Employee\" shall mean (in accordance with and\nsubject  to  Code  Section  414(q)  and any  regulations,  rulings,  notices  or\nprocedures thereunder),  with respect to any Plan Year: (1) any Employee who was\na five percent (5%) owner of Southern Energy, Inc. or an Affiliated Employer (as\ndetermined pursuant to Code Section 416) during the Plan Year or the immediately\npreceding  Plan Year,  or (2) any  Employee  who earned more than $80,000 in the\npreceding  Plan Year. The $80,000 amount shall be adjusted for inflation and for\nshort Plan Years,  pursuant to Code Section  414(q).  The  Employer  may, at its\nelection,  limit Employees earning more than $80,000 to only those Employees who\nfall within the \"top-paid  group,\" as defined in Code Section  414(q)  excluding\nthose  employees  described  in Code  Section  414(q)(8)  for such  purpose.  In\ndetermining whether an Employee is a Highly Compensated Employee,  the Committee\nmay  make  any  elections  authorized  under  applicable  regulations,  rulings,\nnotices, or revenue procedures.\n\n         2.31 \"Hour of  Service\"  shall mean each hour for which an  Employee is\npaid, or entitled to payment,  for the  performance  of duties for an Affiliated\nEmployer.\n\n         2.32  \"Investment  Fund\" shall mean any one of the funds  described  in\nArticle VIII which constitutes part of the Trust Fund.\n\n         2.33     \"Limitation Year\" shall mean the Plan Year.\n\n         2.34     \"Non-Highly  Compensated  Employee\"  shall  mean  an  Employee\nwho is not a  Highly  Compensated Employee.\n\n         2.35  \"Normal  Retirement  Date\"  shall mean the first day of the month\nfollowing a Participant's sixty-fifth (65th) birthday.\n\n         2.36     \"One-Year     Break    in    Service\"    shall    mean    each\ntwelve-consecutive-month  period within the period commencing with an Employee's\nBreak-in-Service Date and ending on the date the Employee is again credited with\nan Hour of Service.\n\n         2.37  \"Participant\"  shall  mean  (a)  an  Eligible  Employee  who  has\nsatisfied the requirements to participate in the Plan as provided in Article III\nand  whose  participation  in the  Plan at the  time of  reference  has not been\nterminated as provided in the Plan,  (b) an Employee or former  Employee who has\nceased  to be a  Participant  under  (a)  above,  but  for  whom an  Account  is\nmaintained under the Plan, and, (c) an Eligible Employee who has made a Rollover\nContribution to this Plan to the extent that the provisions of the Plan apply to\nsuch Rollover Contribution of the Eligible Employee.\n\n         2.38 \"Plan\" shall mean the Southern  Energy  Resources  Bargaining Unit\nEmployee Savings Plan, as described herein or as from time to time amended.\n\n         2.39 \"Plan Year\" shall mean the twelve-month  period commencing January\n1st and ending on the last day of December next following.\n\n         2.40  \"Rollover  Contribution\"  shall mean that  portion of an eligible\nrollover  distribution  (as defined in Code Section  402(c)(4)) that an Eligible\nEmployee elects to contribute to this Plan in accordance  with the  requirements\nof Section 3.5.\n\n         2.41  \"Surviving  Spouse\" shall mean the person to whom the Participant\nis married on the date of his death,  if such  spouse is then  living,  provided\nthat the Participant and such spouse shall have been married  throughout the one\n(1) year period ending on the date of the Participant's death.\n\n         2.42 \"Suspense Account\" shall mean the total forfeitable portion of all\nterminated or former Participants'  Accounts which have not yet become available\nto offset future Employing Company contributions.  The Suspense Account shall be\nmaintained as a single  account  under the Plan or shall  represent the total of\nseparate  bookkeeping  accounts  established  in the name of each  terminated or\nformer Participant to represent his forfeitable percentage.  (This account shall\nbe separate from the Code Section 415 suspense account referenced in Section 6.2\nhereof.)  The Suspense  Account  shall always share in earnings or losses of the\nTrust Fund and at the appropriate  time shall be used to offset future Employing\nCompany  contributions.  Forfeitures  shall only remain in the Suspense  Account\nuntil such time as they become  available  to reduce  future  Employing  Company\ncontributions in accordance with Section 10.3 hereof.\n\n         2.43     \"Trust\" or \"Trust Fund\" shall mean the trust established\npursuant to the Trust Agreement.\n\n         2.44  \"Trust  Agreement\"  shall mean the trust  agreement  between  the\nCompany and the Trustee, as described in Article XIV.\n\n         2.45  \"Trustee\"  shall mean the  person or  corporation  designated  as\ntrustee under the Trust Agreement, including any successor or successors.\n\n         2.46     \"Valuation Date\" shall mean each business day of the New York\nStock Exchange.\n\n         2.47  \"Voluntary  Participant  Contribution\"  shall mean a contribution\nmade pursuant to Section 4.6 during the Plan Year.\n\n         2.48 \"Year of Service\" shall mean a  twelve-month  period of employment\nas an Employee, including any fractions thereof. Calculation of the twelve-month\nperiods shall commence with the Employee's first day of employment, which is the\ndate on which an Employee first performs an Hour of Service, and shall terminate\non his  Break-in-Service  Date.  Thereafter,  if he has more than one  period of\nemployment as an Employee,  his Years of Service for any subsequent period shall\ncommence  with  the  Employee's  reemployment  date,  which  is the  first  date\nfollowing  a  Break-in-Service  Date on which the  Employee  performs an Hour of\nService, and shall terminate on his next Break-in-Service  Date. An Employee who\nhas a Break-in-Service Date and resumes employment with the Affiliated Employers\nwithin  twelve  months of his  Break-in-Service  Date shall receive a fractional\nYear of Service for the period of such cessation of employment.\n\n         In addition,  an Eligible  Employee's  Years of Service  shall  include\nservice with a prior employer to the extent provided on the Appendix to the Plan\napplicable to such Eligible Employee.\n\n         Notwithstanding  anything  in this  Section  2.48 to the  contrary,  an\nEmployee shall not receive credit for more than one Year of Service with respect\nto any twelve-consecutive-month period.\n\n\n\n\n\n                                   ARTICLE III\n                                  PARTICIPATION\n                                  -------------\n\n         3.1  Eligibility  Requirements. Each  individual  who  is an  Eligible\nEmployee on December 19, 2000 shall become an active Participant on December 19,\n2000. Each other Eligible Employee shall become an active  Participant as of the\nfirst  Enrollment Date coincident with or first following the date he becomes an\nEligible Employee. An Eligible Employee shall make an election to participate by\nauthorizing deductions from or reduction of his Compensation as contributions to\nthe Plan in accordance  with Article IV, and  directing  the  investment of such\ncontributions  in accordance  with Article  VIII.  Such  Compensation  deduction\nand\/or  reduction  authorization  and  investment  direction  shall  be  made in\naccordance with the procedures established from time to time by the Committee.\n\n         3.2 Participation upon Reemployment. If an Eligible Employee terminates\nhis employment with an Affiliated Employer and is subsequently  reemployed as an\nEligible  Employee,  whether  before  or after he  incurs  a  One-Year  Break in\nService,  he shall be eligible to become an active Participant in the Plan as of\nthe date of his reemployment.\n\n         3.3  Change in  Eligibility.  In the event  that an  Employee's  status\nchanges  such that he is no longer  eligible to  participate  under the Southern\nEnergy  Resources,  Inc.  Bargaining  Unit Savings  Plan,  the  Southern  Energy\nResources  Employee Savings Plan or the Southern Energy Resources,  Inc. Savings\nPlan for Covered Employees,  but instead becomes an Eligible Employee under this\nPlan, his pre-tax,  after-tax,  matching and\/or rollover  contribution  accounts\nunder such plan shall be  transferred  to his  corresponding  Elective  Employer\nContribution, Voluntary Participant Contribution, Employer Matching Contribution\nand\/or  Rollover  Contribution  subaccounts  in his Account under this Plan. All\namounts  transferred to this Plan in accordance with this Section 3.3, including\nthe  outstanding  balance  of any  loans,  shall be  subject to all of the other\nprovisions of this Plan. Any  outstanding  loan  transferred  with such accounts\nshall be  considered  a loan from this Plan  pursuant  to Section  11.7  hereof.\nFinally,  no such  transfer  shall  eliminate  an  optional  form of  benefit in\nviolation of Code Section 411(d)(6).\n\n         3.4 Loss of Eligible Employee Status. If a Participant loses his status\nas an Eligible  Employee,  but remains an Employee,  such  Participant  shall be\nineligible to participate  and shall be deemed to have elected to suspend making\nVoluntary Participant  Contributions or to have Elective Employer  Contributions\nmade on his behalf.\n\n         3.5 Rollovers from Other Plans. An Eligible Employee who has received a\ndistribution  of his  interest in a tax  qualified  retirement  plan of a former\nemployer under  circumstances  meeting the requirements of Section  402(c)(4) of\nthe Code relating to eligible rollover  distributions from qualified  retirement\nplans may elect to deposit all or any portion (as  designated  by such  Eligible\nEmployee) of the amount of such distribution as a Rollover  Contribution to this\nPlan. A Rollover Contribution may be made only within 60 days following the date\nthe  Eligible  Employee  receives the  distribution  from the plan of his former\nemployer (or within such additional  period as may be provided under Section 408\nof the Code if the  Eligible  Employee  shall have made a timely  deposit of the\ndistribution in an individual retirement account).\n\n         The Committee  shall  establish  rules and procedures to implement this\nSection 3.5, including without limitation, such procedures as may be appropriate\nto permit the  Committee to verify the tax  qualified  status of the plan of the\nformer  employer  and  compliance  with any  applicable  provisions  of the Code\nrelating to such  contributions.  The amount contributed to the Trustee pursuant\nto this  Section  3.5  shall  be  placed  in the  Eligible  Employee's  Rollover\nContribution  subaccount  for the benefit of the Eligible  Employee  pursuant to\nSection  9.1. The Eligible  Employee  shall have a fully vested  interest in the\nbalance of his Rollover  Contribution  subaccount at all times and such Rollover\nContribution  subaccount  shall share in the earnings,  gains, and losses of the\nTrust Fund as set forth in Article IX of the Plan. An Employee shall be entitled\nto a  distribution  of his  Rollover  Contribution  subaccount  pursuant  to the\napplicable provisions of Articles XI and XII hereof.\n\n         3.6 Military  Leave.  Notwithstanding  any provision of the Plan to the\ncontrary, contributions,  benefits, and service credit with respect to qualified\nmilitary service will be provided in accordance with Section 414(u) of the Code.\nLoan  repayments  will be suspended  under the Plan as permitted  under  Section\n414(u)(4) of the Code.\n\n\n\n\n\n\n                                   ARTICLE IV\n                       ELECTIVE EMPLOYER CONTRIBUTIONS AND\n                       VOLUNTARY PARTICIPANT CONTRIBUTIONS\n                       -----------------------------------\n\n\n         4.1 Elective Employer Contributions. An Eligible Employee who meets the\nparticipation  requirements  of  Article  III may elect in  accordance  with the\nprocedures  established  by the  Committee to have his  Compensation  reduced as\nprovided in the schedule  attached  hereto for his collective  bargaining  unit,\nsuch Elective  Employer  Contribution to be contributed to his Account under the\nPlan.\n\n         4.2 Maximum  Amount of  Elective  Employer  Contributions.  The maximum\namount  of  Elective  Employer  Contributions  that may be made on  behalf  of a\nParticipant  during  any Plan  Year to this  Plan or any  other  qualified  plan\nmaintained by an Employing  Company shall not exceed the dollar  limitation  set\nforth in  Section  402(g) of the Code in effect  at the  beginning  of such Plan\nYear.\n\n         4.3      Distribution of Excess Deferral Amounts.\n                  \n                  (a) In General.  Notwithstanding  any other  provision  of the\n         Plan,  Excess Deferral  Amounts and income  allocable  thereto shall be\n         distributed  (and any  corresponding  Employer  Matching  Contributions\n         shall be  forfeited)  no later than April 15,  2001,  and each April 15\n         thereafter,  to  Participants  who allocate (or are deemed to allocate)\n         such  amounts  to this Plan  pursuant  to (b)  below for the  preceding\n         calendar year.  Excess Deferral Amounts that are distributed  shall not\n         be treated as an Annual Addition.  Any Employer Matching  Contributions\n         forfeited pursuant to this subsection (a) shall be applied,  subject to\n         Section 6.1, toward funding  Employing Company  contributions  (for the\n         Plan Year  immediately  following the Plan Year to which such forfeited\n         Employer Matching Contributions relate) or distributed,  as directed by\n         the Committee, to the extent permitted by applicable law.\n\n                  (b)  Assignment.  The  Participant's  allocation of amounts in\n         excess of the Code  Section  402(g)  limits  to this  Plan  shall be in\n         writing;  shall be  submitted  to the  Committee no later than March 1;\n         shall  specify  the  Participant's   Excess  Deferral  Amount  for  the\n         preceding  calendar year; and shall be accompanied by the Participant's\n         written statement that if such amounts are not distributed, such Excess\n         Deferral  Amount,  when added to amounts  deferred under other plans or\n         arrangements described in Section 401(k), 408(k), 408(p), 402(h)(1)(B),\n         457,  501(c)(18),  or 403(b) of the Code,  exceeds the limit imposed on\n         the Participant by Section 402(g) of the Code for the year in which the\n         deferral  occurred.  A Participant is deemed to notify the Committee of\n         any Excess  Deferral  Amounts  that arise by taking into  account  only\n         those  deferrals  under this Plan and any other plans of an  Affiliated\n         Employer.\n\n                  (c)  Determination  of Income  or Loss.  The  Excess  Deferral\n         Amount  distributed  to a  Participant  with respect to a calendar year\n         shall be adjusted  for income or loss  through the last day of the Plan\n         Year or the date of distribution,  as determined by the Committee.  The\n         income or loss allocable to Excess Deferral Amounts is the sum of:\n\n                           (1)  income or loss  allocated  to the  Participant's\n                  Account for the taxable  year  multiplied  by a fraction,  the\n                  numerator  of  which  is such  Participant's  Excess  Deferral\n                  Amount  for the  year  and the  denominator  of  which  is the\n                  Participant's   Account   balance   attributable  to  Elective\n                  Employer  Contributions,  minus  any  income  or plus any loss\n                  occurring during the Plan Year; and\n\n                           (2) if the  Committee  shall  determine  in its  sole\n                  discretion,  ten percent (10%) of the amount  determined under\n                  (1) above  multiplied by the number of whole  calendar  months\n                  between  the  end  of  the  Plan  Year  and  the  date  of the\n                  distribution,   counting   the   month  of   distribution   if\n                  distribution occurs after the 15th of the month.\n\n                           Notwithstanding   the  above,   the   Committee   may\n                  designate  any  reasonable  method for computing the income or\n                  loss allocable to Excess Deferral  Amounts,  provided that the\n                  method does not violate Section 401(a)(4) of the Code, is used\n                  consistently  for all  Participants  and  for  all  corrective\n                  distributions under the Plan for the Plan Year, and is used by\n                  the  Plan  for  allocating  income  or loss  to  Participants'\n                  Accounts.\n\n                           (3) Maximum  Distribution Amount. The Excess Deferral\n                  Amount,   which  would   otherwise  be   distributed   to  the\n                  Participant,  shall,  if  there  is a loss  allocable  to such\n                  Excess Deferral Amount, in no event be less than the lesser of\n                  the  Participant's  Account  under  the Plan  attributable  to\n                  Elective Employer  Contributions or the Participant's Elective\n                  Employer Contributions for the Plan Year.\n\n         4.4      Additional Rules Regarding Elective Employer Contributions.\n                  \n         Salary reduction agreements shall be governed by the following:\n\n                  (a) A  salary  reduction  agreement  shall  apply  to  payroll\n         periods during which such salary reduction  agreement is in effect. The\n         Committee, in its discretion,  may establish administrative  procedures\n         whereby the actual  reduction in  Compensation  may be made to coincide\n         with each payroll  period of the  Employing  Company,  or at such other\n         times as the Committee may determine.\n\n                  (b) The  Committee  may amend or revoke its  salary  reduction\n         agreement with any Participant at any time, if the Committee determines\n         that such  revocation  or  amendment  is  necessary  to  ensure  that a\n         Participant's   additions  for  any  Plan  Year  will  not  exceed  the\n         limitations  of Sections  4.2 and 6.1 of the Plan or to ensure that the\n         Actual Deferral Percentage Test is satisfied.\n\n                  (c)  Except as  required  under (b) above,  and under  Section\n         4.5(c)   below,   no  amounts   attributable   to   Elective   Employer\n         Contributions  may be distributed  to a Participant or his  Beneficiary\n         from his Account prior to the earlier of:\n\n                           (1)      the separation from service, death or\n                  disability of the Participant;\n\n                           (2)      the attainment of age 59 1\/2by the\n                  Participant;\n\n                           (3)      the termination of the Plan without\n                  establishment of a successor plan;\n\n                           (4)      a financial hardship of the Participant\n                  pursuant to Section 11.6 of the Plan;\n\n                           (5) the date of a sale by an Employing  Company to an\n                  entity that is not an Affiliated Employer of substantially all\n                  of the assets  (within the meaning of Code Section  409(d)(2))\n                  with respect to a Participant  who continues  employment  with\n                  the corporation acquiring such assets; or\n\n                           (6) the date of the sale by an  Employing  Company or\n                  an Affiliated Employer of its interest in a subsidiary (within\n                  the meaning of Code Section  409(d)(3))  to an entity which is\n                  not an Affiliated Employer with respect to the Participant who\n                  continues employment with such subsidiary.\n\n         4.5      Section 401(k) Nondiscrimination Tests.\n                  \n                  (a) Actual  Deferral  Percentage  Test. The Plan shall satisfy\n         the  nondiscrimination  test of Section  401(k)(3)  of the Code,  under\n         which no Elective Employer Contributions shall be made that would cause\n         the Actual Deferral Percentage for Eligible Participants who are Highly\n         Compensated Employees to exceed (1) or (2) as follows:\n\n                           (1) The Average  Actual  Deferral  Percentage for the\n                  Eligible  Participants who are Highly Compensated Employees in\n                  the  current  Plan Year shall not exceed  the  Average  Actual\n                  Deferral  Percentage  for the  prior  Plan  Year for  Eligible\n                  Participants who were Non-Highly Compensated Employees for the\n                  prior Plan Year multiplied by 1.25; or\n\n                           (2)  The  Average  Actual  Deferral   Percentage  for\n                  Eligible  Participants who are Highly Compensated Employees in\n                  the  current  Plan Year shall not exceed  the  Average  Actual\n                  Deferral   Percentage  for  Eligible   Participants  who  were\n                  Non-Highly  Compensated  Employees  in  the  prior  Plan  Year\n                  multiplied  by two  (2),  provided  that  the  Average  Actual\n                  Deferral  Percentage for Eligible  Participants who are Highly\n                  Compensated Employees in the current Plan Year does not exceed\n                  the Average Actual Deferral Percentage for the prior Plan Year\n                  for  Eligible  Participants  who were  Non-Highly  Compensated\n                  Employees  in the  prior  Plan  Year  by  more  than  two  (2)\n                  percentage points.\n\n                           At the  election of the  Committee,  the current year\n                  Average Actual Deferral Percentage for current year Non-Highly\n                  Compensated  Employees may be  substituted  for the prior year\n                  Average Actual Deferral Percentage.  However, once an election\n                  is made to utilize such current year Average  Actual  Deferral\n                  Percentage in determining the Actual Deferral Percentage,  the\n                  Committee may not revoke such election without the approval of\n                  the Internal  Revenue  Service,  to the extent  required under\n                  Code Section 401(k)(3)(A).  Notwithstanding the foregoing, for\n                  the 2000 Plan Year the Average Actual  Deferral  Percentage of\n                  Non-Highly  Compensated  Employees shall be deemed to be three\n                  percent (3%) or, if the Committee  elects in  accordance  with\n                  Code Section 401(k)(3)(E),  the actual Average Actual Deferral\n                  Percentage  of Non-Highly  Compensated  Employees for the 2000\n                  Plan Year.\n\n                  (b)      Distribution of Excess Deferral Contributions.\n                           \n                           (1) In General. The Excess Deferral Contributions for\n                  a Highly Compensated  Employee for a Plan Year which are to be\n                  distributed   shall  be  distributed   such  that  the  Highly\n                  Compensated  Employee  with the  highest  amount  of  Elective\n                  Employer  Contributions  for the Plan Year shall be reduced to\n                  the extent required to:\n\n                                    (A)     distribute the total amount of\n                           Excess Deferral Contributions, \n\n                           or\n\n                                    (B)   cause  the   amount  of  such   Highly\n                           Compensated      Employee's     Elective     Employer\n                           Contributions   to  equal  the  amount  of   Elective\n                           Employer  Contributions  of  the  Highly  Compensated\n                           Employee  with the next  highest  amount of  Elective\n                           Employer Contributions for the Plan Year.\n\n                  This  process  must be  repeated  until  all  Excess  Deferral\n                  Contributions are distributed.\n\n                           Excess  Deferral  Contributions  plus any  income and\n                  minus any loss allocable thereto shall be distributed (and any\n                  corresponding   Employer   Matching   Contribution   shall  be\n                  forfeited)  to   Participants  on  whose  behalf  such  Excess\n                  Deferral  Contributions  were made within two and  one-half (2\n                  1\/2) months  after the last day of the Plan Year in which such\n                  excess amounts arose, and in any event not later than the last\n                  day of the Plan Year  following the close of the Plan Year for\n                  which such  contributions  were made.  Distribution  of Excess\n                  Deferral  Contributions  shall be made to  Highly  Compensated\n                  Employees in accordance with this Section 4.5(b). Any Employer\n                  Matching  Contributions  forfeited pursuant to this Subsection\n                  (b)(1)  shall be  applied,  subject  to  Section  6.1,  toward\n                  funding  Employing  Company  contributions  (for the Plan Year\n                  immediately  following  the Plan Year to which such  forfeited\n                  Employer  Matching  Contributions  relate) or distributed,  as\n                  directed  by  the  Committee,   to  the  extent  permitted  by\n                  applicable law.\n\n                           (2)  Determination of Income or Loss. Excess Deferral\n                  Contributions  to be  distributed  shall be  adjusted  for any\n                  income  or loss  through  the last day of the Plan Year or the\n                  date of  distribution,  as  determined by the  Committee.  The\n                  income or loss allocable to such Excess Deferral Contributions\n                  is the sum of:\n\n                                    (A)   income  or  loss   allocated   to  the\n                           Participant's Account for the taxable year multiplied\n                           by  a  fraction,   the  numerator  of  which  is  the\n                           Participant's  Excess  Deferral  Contributions  to be\n                           distributed  for the year and the  denominator is the\n                           Participant's   Account   balance   attributable   to\n                           Elective Employer Contributions,  minus any income or\n                           plus any loss occurring during the Plan Year; and\n\n                                    (B) if the Committee  shall determine in its\n                           sole  discretion,  ten  percent  (10%) of the  amount\n                           determined  under (A) above  multiplied by the number\n                           of whole calendar  months between the end of the Plan\n                           Year and the date of the  distribution,  counting the\n                           month of distribution  if  distribution  occurs after\n                           the 15th of the month.\n\n                           Notwithstanding   the  above,   the   Committee   may\n                  designate  any  reasonable  method for computing the income or\n                  loss allocable to Excess Deferral Contributions, provided that\n                  the method does not violate Section  401(a)(4) of the Code, is\n                  used  consistently for all Participants and for all corrective\n                  distributions under the Plan for the Plan Year, and is used by\n                  the  Plan  for  allocating  income  or loss  to  Participants'\n                  Accounts.\n\n                           (3) Maximum  Distribution Amount. The Excess Deferral\n                  Contributions  which would  otherwise  be  distributed  to the\n                  Participant shall be adjusted for income; shall be reduced, in\n                  accordance  with  regulations,  by the Excess  Deferral Amount\n                  distributed to the Participant;  and shall, if there is a loss\n                  allocable to the Excess Deferral Contributions, in no event be\n                  less than the lesser of the  Participant's  Account  under the\n                  Plan  attributable to Elective  Employer  Contributions or the\n                  Participant's  Elective  Employer  Contributions  for the Plan\n                  Year.\n\n                  (c)      Special Rules.\n                           \n                          (1) For  purposes  of this  Section  4.5,  the Actual\n                  Deferral  Percentage  for any  Eligible  Participant  who is a\n                  Highly  Compensated  Employee  for the  Plan  Year  and who is\n                  eligible  to  have  deferral  contributions  allocated  to his\n                  account under two (2) or more plans or arrangements  described\n                  in  Section  401(k)  of the  Code  that are  maintained  by an\n                  Affiliated  Employer  shall  be  determined  as  if  all  such\n                  deferral  contributions were made under a single  arrangement.\n                  If a Highly  Compensated  Employee  participates in two (2) or\n                  more cash or deferred  arrangements  that have  different plan\n                  years, all cash or deferred arrangements ending with or within\n                  the  same   calendar   year  shall  be  treated  as  a  single\n                  arrangement.  Notwithstanding  the  foregoing,  certain  plans\n                  shall be  treated as  separate  if  mandatorily  disaggregated\n                  under Code Section 401(k).\n\n                           (2)  In  the  event  that  this  Plan  satisfies  the\n                  requirements of Code Section 401(k), 401(a)(4), or 410(b) only\n                  if aggregated  with one or more other plans, or if one or more\n                  other plans satisfy the  requirements  of Code Section 401(k),\n                  401(a)(4),  or 410(b) only if aggregated  with this Plan, then\n                  the actual deferral  percentages shall be determined as if all\n                  such plans were a single plan.\n\n                           (3) The  determination  and treatment of the Elective\n                    Employer Contributions and Actual Deferral Percentage of any\n                    Eligible  Participant shall satisfy such other  requirements\n                    as may be prescribed by the Secretary of the Treasury.\n\n         4.6 Voluntary Participant Contributions. An Eligible Employee who meets\nthe  participation  requirements of Article III may elect in accordance with the\nprocedures established by the Committee to contribute to his Account a Voluntary\nParticipant  Contribution  as provided in the schedule  attached  hereto for his\ncollective bargaining unit. The maximum Voluntary Participant Contribution shall\nbe reduced by the percent,  if any, which is contributed as an Elective Employer\nContribution on behalf of such Participant under Section 4.1.\n\n         4.7 Manner and Time of Payment of Elective  Employer  Contributions and\nVoluntary  Participant  Contributions.  Contributions  made in  accordance  with\nSections  4.1 and 4.6 will be rounded to the next higher  multiple of one dollar\non a monthly basis.  They will be made only through payroll  deductions and will\nbe effective as of the payroll period  commencing as soon as  practicable  after\nthe date on which the Participant elects to commence  participation in the Plan.\nContributions  shall be remitted to the Trustee as of the earliest date on which\nsuch  contributions  can reasonably be segregated from each Employing  Company's\ngeneral assets, but in any event within the time period prescribed by applicable\nlaw.\n\n         4.8 Change in Contribution Rate. A Participant may prospectively change\nthe  percentage  of his  Compensation  that he has  authorized  as the  Elective\nEmployer  Contribution  to be made on his  behalf or his  Voluntary  Participant\nContribution to another permissible percentage in accordance with the procedures\nestablished  by the  Committee.  Such  election  shall be  effective  as soon as\npracticable after it is made.\n\n         4.9  Change  in  Contribution  Amount.  In the event of a change in the\nCompensation  of  a  Participant,   the  percentage  of  the  Elective  Employer\nContribution  made  on his  behalf  or his  Voluntary  Participant  Contribution\ncurrently in effect shall be applied as soon as practicable with respect to such\nchanged Compensation without action by the Participant.\n\n\n\n\n\n                                    ARTICLE V\n                             EMPLOYER CONTRIBUTIONS\n                             ----------------------\n \n\n         5.1  Amount  of  Employer  Matching   Contributions.   Subject  to  the\nprovisions of Sections 6.1 and 6.2, each Employing  Company shall  contribute an\nEmployer  Matching  Contribution on behalf of each  Participant in its employ as\nprovided in the schedule attached hereto for his collective bargaining unit. The\nEmployer Matching Contribution shall be allocated first to the Elective Employer\nContributions made on a Participant's behalf.\n\n         5.2      Payment  of  Employer  Matching  Contributions.  Except as\nprovided  herein,  Employer  Matching Contributions  shall be  remitted  to the\nTrustee as soon as  practicable  after the  payroll  period to which they\nrelate.\n\n         5.3      Reversion  of  Employing  Company  Contributions.  Employing\nCompany  contributions  computed in accordance  with  the  provisions  of  this\nPlan  shall  revert  to the  Employing  Company  under  the  following\ncircumstances:\n\n                  (a) In the case of an Employing Company  contribution which is\n         made by reason of a mistake of fact,  such  contribution  upon  written\n         direction of the  Employing  Company shall be returned to the Employing\n         Company within one year after the payment of the contribution.\n\n                  (b) If any Employing Company  contribution is determined to be\n         nondeductible  under  Section  404 of the  Code,  then  such  Employing\n         Company  contribution,  to  the  extent  that  it is  determined  to be\n         nondeductible, upon written direction of the Employing Company shall be\n         returned  to  the   Employing   Company   within  one  year  after  the\n         disallowance of the deduction.\n\n                  (c) If the Plan receives an adverse determination with respect\n         to its initial  qualification  under the Code,  the  Employing  Company\n         contributions  shall be returned to the  Employing  Company  within one\n         year of the date of such disqualification.\n\n         The amount which may be returned to the  Employing  Company  under this\nSection 5.3(a) and (b) is the excess of (1) the amount  contributed over (2) the\namount that would have been contributed had there not occurred a mistake of fact\nor  disallowance  of  the  deduction.   Earnings   attributable  to  the  excess\ncontribution  shall  not  be  returned  to the  Employing  Company,  but  losses\nattributable  thereto  shall  reduce  the  amount  to be  so  returned.  If  the\nwithdrawal of the amount  attributable to the mistaken  contribution would cause\nthe  balance of the  Account of any  Participant  to be reduced to less than the\nbalance  which would have been in the Account had the  mistaken  amount not been\ncontributed,  then the amount to be returned to the  Employing  Company shall be\nlimited so as to avoid such reduction.\n\n\n\n\n\n\n         5.4  Correction  of  Prior  Incorrect  Allocations  and  Distributions.\nNotwithstanding  any provisions  contained herein to the contrary,  in the event\nthat, as of any Valuation Date,  adjustments  are required in any  Participants'\nAccounts to correct any  incorrect  allocation  of  contributions  or investment\nearnings or losses,  or such other  discrepancies  in Account  balances that may\nhave  occurred   previously,   the  Employing   Companies  may  make  additional\ncontributions to the Plan to be applied to correct such incorrect allocations or\ndiscrepancies.  The additional contributions shall be allocated by the Committee\nto adjust such  Participants'  Accounts to the value which would have existed on\nsaid   Valuation  Date  had  there  been  no  prior   incorrect   allocation  or\ndiscrepancies. The Committee shall also be authorized to take such other actions\nas it deems necessary to correct prior incorrect allocations or discrepancies in\nthe Accounts of Participants under the Plan.\n\n\n\n\n\n                                   ARTICLE VI\n                          LIMITATIONS ON CONTRIBUTIONS\n                          ----------------------------\n\n\n         6.1      Section 415 Limitations.\n                  \n                  (a) Notwithstanding any provision of the Plan to the contrary,\n         the total Annual  Additions  allocated to the Account (and the accounts\n         under  all  defined  contribution  plans  maintained  by an  Affiliated\n         Employer) of any Participant for any Limitation Year in accordance with\n         Code Section 415 and the regulations thereunder, which are incorporated\n         herein by this reference,  shall not exceed the lesser of the following\n         amounts:\n\n                           (1)      twenty-five  percent (25%) of the\n                  Participant's  compensation in the Limitation Year; or\n\n                           (2)      $30,000.\n\n                  (b) For  purposes  of this  Section  6.1,  wherever  the  term\n         \"compensation\" is used, such term shall mean compensation as defined in\n         Code Section 415(c)(3) and any rulings and regulations thereunder.\n\n         6.2 Correction of Contributions in Excess of Section 415 Limits. If the\nAnnual Additions for a Participant  exceed the limits of Section 6.1 as a result\nof the  allocation of  forfeitures,  if any, a reasonable  error in estimating a\nParticipant's  annual  compensation for purposes of the Plan, a reasonable error\nin determining the amount of elective  deferrals  (within the meaning of Section\n402(g)(3) of the Code) that may be made with respect to any individual, or under\nother  limited facts and  circumstances  that the  Commissioner  of the Treasury\nfinds justify the  availability  of the rules set forth in this Section 6.2, the\nexcess  amounts  shall not be deemed  Annual  Additions  if they are  treated in\naccordance with any one or more or any combination of the following:\n\n                  (a) distribute to the Participant that portion, or all, of his\n         Elective Employer Contributions (as adjusted for income and loss) as is\n         necessary to ensure compliance with Section 6.1;\n\n                  (b) return to the  Participant  that  portion,  or all, of his\n         Voluntary  Participant  Contributions (as adjusted for income and loss)\n         as is necessary to ensure compliance with Section 6.1; and\n\n                  (c)  forfeiture  of  that  portion,  or all,  of the  Employer\n         Matching  Contributions  (as  adjusted  for  income  and  loss) and any\n         forfeitures  of  Employer  contributions  that  were  allocated  to the\n         Participant's  Account  (as  adjusted  for  income  and  loss),  as  is\n         necessary to ensure compliance with Section 6.1.\n\n         Any amounts distributed or returned to the Participant under (a) or (b)\nabove shall be disregarded for purposes of the Actual Deferral Percentage Test.\n\n         Any  amounts  forfeited  under  this  Section  6.2  shall  be held in a\nsuspense  account and shall be applied,  subject to Section 6.1,  toward funding\nthe Employer  Matching  Contributions  for the next  succeeding  Plan Year. Such\napplication shall be made prior to any Employing Company contributions and prior\nto any Employer Matching  Contributions  that would constitute Annual Additions.\nNo income or  investment  gains and losses  shall be  allocated  to the suspense\naccount provided for under this Section 6.2. If any amount remains in a suspense\naccount  provided for under this Section 6.2 upon termination of this Plan, such\namount  will  revert  to  the  Employing  Companies  notwithstanding  any  other\nprovision of this Plan.\n\n\n\n\n\n                                   ARTICLE VII\n                           SUSPENSION OF CONTRIBUTIONS\n                           ---------------------------\n \n         7.1 Suspension of  Contributions.  A Participant  may (on a prospective\nbasis)  voluntarily  suspend the  Elective  Employer  Contributions  made on his\nbehalf  and his  Voluntary  Participant  Contributions  in  accordance  with the\nprocedures  established by the Committee.  Such suspension shall be effective as\nsoon as practicable after it is made.  Whenever Elective Employer  Contributions\nmade on a  Participant's  behalf and  Voluntary  Participant  Contributions  are\nsuspended, Employer Matching Contributions shall also be suspended.\n\n         7.2   Resumption  of   Contributions.   A  Participant   may  terminate\nprospectively any such suspension in accordance with the procedures  established\nby  the  Committee.   Such  resumption  of  contributions   shall  be  effective\nprospectively as soon as practicable after it is elected. There shall be no make\nup of any contributions by a Participant or by an Employing Company with respect\nto a period of suspension.\n\n\n\n\n\n\n                                  ARTICLE VIII\n                           INVESTMENT OF CONTRIBUTIONS\n                           --------------------------- \n\n         8.1 Investment  Funds. The Investment Funds shall be selected from time\nto time by the Committee. In addition to such other Investment Funds selected by\nthe Committee,  the Investment Funds shall include the \"Company Stock Fund\". The\nCompany Stock Fund shall be invested and  reinvested  in Common Stock,  provided\nthat funds applicable to the purchase of Common Stock pending investment of such\nfunds  may be  temporarily  invested  in  short-term  United  States  Government\nobligations,  other  obligations  guaranteed  by the United  States  Government,\ncommercial paper, or certificates of deposit, and, if the Trustee so determines,\nmay be  transferred  to money market funds utilized by the Trustee for qualified\nemployee benefit trusts.\n\n         8.2 Investment of Participant  Contributions.  Each  Participant  shall\ndirect, at the time he elects to participate in the Plan and at such other times\nas may be  directed  by the  Committee  or  pursuant  to Section  8.6,  that his\nElective  Employer  Contributions  and Voluntary  Participant  Contributions  be\ninvested in one or more of the Investment  Funds,  provided such investments are\nmade in one-percent (1%) increments.\n\n         8.3 Investment of Employer  Matching  Contributions.  Employer Matching\nContributions  shall be invested  entirely  in the Company  Stock Fund and shall\nremain  invested in the Company Stock Fund until such time that the  Participant\nelects to  invest  all or a  portion  of the  amount  credited  to his  Employer\nMatching Contribution  subaccount in any of the Investment Funds under this Plan\nas provided in Section 8.5.\n\n         Notwithstanding  the  foregoing,  any amounts  attributable  to company\nmatching  contributions,  which  are  transferred  to this  Plan  pursuant  to a\ntrust-to-trust  transfer,  shall not be invested  in the Company  Stock Fund but\nshall instead be invested at the Participant's  direction.  If no such direction\nis  provided,  such  transferred  amount  shall be invested in  accordance  with\nprocedures established by the Committee.\n\n         8.4  Investment  of Earnings.  Interest,  dividends,  if any, and other\ndistributions  received by the Trustee with respect to an Investment  Fund shall\nbe invested in such Investment Fund.\n\n         8.5  Transfer of Assets  between  Funds.  A  Participant  may direct in\naccordance  with  the  provisions  of  this  Section  8.5  and  such  procedures\nestablished by the Committee  that all of his interest in an Investment  Fund or\nFunds  attributable  to amounts in his  Account  or any  portion of such  amount\n(expressed  in number of shares,  whole  dollar  amounts,  or  one-percent  (1%)\nincrements)  to the credit of his  Account be  transferred  and  invested by the\nTrustee  as of such  date in any  other  Investment  Fund as  designated  by the\nParticipant.  Such direction shall be effective as soon as practicable  after it\nis made.\n\n         8.6 Change in Investment Direction. Any investment direction given by a\nParticipant  shall  continue  in effect  until  changed  by the  Participant.  A\nParticipant may change his investment  direction as to the future  contributions\nand allocations to his Account in accordance with the procedures  established by\nthe  Committee,  and such  direction  shall be effective as soon as  practicable\nafter it is made.\n\n         8.7 Section  404(c) Plan.  This Plan is intended to be a plan described\nin ERISA Section 404(c) and shall be interpreted in accordance  with  Department\nof Labor  Regulations  Section  1.404c-1,  which is incorporated  herein by this\nreference.  The  Committee  shall  take such  actions as it deems  necessary  or\nappropriate   in  its   discretion  to  cause  the  Plan  to  comply  with  such\nrequirements,  including,  but not limited to, providing  Participants  with the\nright  to  request  and  receive  written   confirmation  of  their   investment\ninstructions.  Further,  the  Committee  shall  take  such  actions  as it deems\nnecessary or appropriate  in its  discretion (a) to ensure that  confidentiality\nprocedures  with  respect to a  Participant's  ownership of Common Stock and the\nexercise of ownership  rights with respect to such Common Stock are adequate and\nutilized,  and (b) to appoint an independent fiduciary to carry out such actions\nas the  Committee  determines  involve  the  potential  for undue  influence  on\nParticipants  with  regard to the direct or  indirect  exercise  of  shareholder\nrights with respect to Common Stock.\n\n         8.8 Common Stock  Investment  Funds. In the event that the Committee in\nits discretion allows a trust-to-trust transfer from the fund of a plan which is\nprimarily invested in the common stock of the employer maintaining the plan into\nthis Plan, the Trustee shall  establish and maintain a separate  Investment Fund\nfor such common stock on behalf of those  Participants  invested in common stock\nprior to the transfer.  These  Participants  may direct  investments out of such\nInvestment  Fund and into the  other  Investment  Funds in  accordance  with the\nprocedures of this Article VIII.  However,  no future investments may be made in\nsuch Investment  Fund and,  should a Participant  elect to reduce the portion of\nhis Account which is invested in such Investment Fund, he may not again reinvest\nadditional assets in such Investment Fund.\n\n\n\n\n\n                                   ARTICLE IX\n               MAINTENANCE AND VALUATION OF PARTICIPANTS' ACCOUNTS\n               ---------------------------------------------------\n\n         9.1 Establishment of Accounts. An Account shall be established for each\nParticipant. In addition,  subaccounts shall be established for each Participant\nto  reflect  all  Elective   Employer   Contributions,   Voluntary   Participant\nContributions,  Employer Matching  Contributions and any Rollover  Contributions\n(and the earnings and\/or losses on each  subaccount).  Each  Participant will be\nfurnished  a  statement   of  his  Account  at  least   annually  and  upon  any\ndistribution.\n\n         9.2 Valuation of Investment  Funds. A Participant's  Account in respect\nof his  interest in each  Investment  Fund shall be credited or charged,  as the\ncase may be,  as of each  Valuation  Date  with the  dividends,  income,  gains,\nappreciation,   losses,   depreciation,   forfeitures,   expenses,   and   other\ntransactions  with respect to such  Investment Fund for the Valuation Date as of\nwhich such credit or charge accrued.  Such credits or charges to a Participant's\nAccount shall be made in such proportions and by such method or formula as shall\nbe deemed by the  Committee to be necessary or  appropriate  to account for each\nParticipant's  proportionate beneficial interest in the Trust Fund in respect of\nhis interest in each Investment Fund.  Investments of each Investment Fund shall\nbe valued at their fair market values as of each Valuation Date as determined by\nthe Trustee, and such valuation shall conclusively establish such value.\n\n         9.3 Rights in Investment  Funds.  Nothing  contained in this Article IX\nshall be deemed to give any Participant any interest in any specific property in\nany Investment Fund or any interest, other than the right to receive payments or\ndistributions in accordance with the Plan.\n\n\n\n\n\n                                    ARTICLE X\n                                     VESTING\n                                     -------\n\n         10.1     Full  Vesting.  Participants  shall at all  times be\none-hundred  percent  (100%)  vested in all Elective Employer  Contributions,\nVoluntary  Participant  Contributions and Rollover  Contributions  made to their\nAccounts.\n\n         10.2 Employer  Matching  Contributions  Contributions.  A Participant's\nnonforfeitable  percentages of Employer Matching Contributions (and any earnings\nor losses thereon) shall be based on the Participant's  total number of Years of\nService,  computed  without regard to any Years of Service  completed  after the\nfifth (5th)  consecutive  One-Year Break in Service.  Such percentages  shall be\ndetermined from the schedule attached hereto for his collective bargaining unit.\n\n         10.3 Forfeitures.  That portion of the Account to which the Participant\nis not  entitled  shall be credited to the Suspense  Account  (which will always\nshare in earnings or losses of the Trust) and at such time as the amount becomes\navailable as a Forfeiture shall be applied to reduce the next ensuing  Employing\nCompany contribution.\n\n         10.4 Buy-Back Procedure.  A terminated  Participant who has voluntarily\nelected to receive a distribution of the vested portion of his Account  pursuant\nto  Section  12.5(a)(2)  (or who  receives  a  mandatory  lump sum  distribution\npursuant to Section  12.5(a)(1))  and who returns to the employ of an  Employing\nCompany before  incurring five (5) consecutive  One-Year Breaks in Service shall\nbe  permitted to repay the  distributed  amount to the Trust Fund and thereby be\nentitled to a restoration  of his entire Account under the Plan in an amount not\nless than that amount  determined as of the Valuation Date used to determine the\nactual payment of the distribution, unadjusted by an subsequent gains or losses.\nThe Participant must repay the full amount distributed to him before the earlier\nof (a)  five  (5)  years  from  the  first  date on  which  the  Participant  is\nsubsequently reemployed by the Employer or (b) the close of a period of five (5)\nconsecutive  One-Year Breaks in Service  commencing  after the  withdrawal.  The\npermissible  sources for  restoration  of accrued  benefits are  subsequent  (a)\nincome or gain to the Plan;  (b)  Forfeitures;  or (c)  Employer  contributions.\nRestoration  of accrued  benefits to which an  Employee  is entitled  under this\nSection shall be made, as deemed necessary and proper by the Committee, from one\nor more of the permissible sources named above prior to the normal allocation of\nsuch funds under this Plan.\n\n         10.5  Deemed  Cash-out  and  Deemed   Buy-back.   Any  Participant  who\nterminates  employment  for any  reason at a time when he is zero  percent  (0%)\nvested in his Account  shall be deemed cashed out of the Plan as of the last day\nof the month immediately  following the month in which occurs his termination of\nemployment.  If the terminated Participant returns to the employ of an Employing\nCompany before  incurring five (5) consecutive  One-Year  Breaks in Service,  he\nshall be entitled to a restoration  of his benefits  under the Plan in an amount\nnot less than that amount determined as of the last day of the month immediately\nfollowing the month in which occurs his termination of employment, unadjusted by\nany  subsequent  gains or losses.  The  permissible  sources for  restoration of\naccrued benefits are subsequent (a) income or gain to the Plan; (b) Forfeitures;\nor (c) Employing Company contributions. Restoration of accrued benefits to which\nan Employee is entitled  under this Section shall be made,  as deemed  necessary\nand proper by the Committee,  from one or more of the permissible  sources named\nabove prior to the normal allocation of such funds under this Plan.\n\n         10.6     Vesting after One-Year Break in Service.\n                  \n         (a) A  terminated  Participant  who is  reemployed  after  incurring  a\nOne-Year  Break in  Service  shall be  entitled  to receive  credit for  vesting\npurposes  for Years of Service  earned  prior to the  One-Year  Break in Service\nsubject to the following rules:\n\n                  (1) If he had a  vested  right  to  all  or a  portion  of his\n         Account balance derived from Employing  Company  contributions at the\n         time of his termination of employment, he shall receive credit for\n         Years of Service earned prior to his One-Year Break in Service upon his\n         date of reemployment.\n\n                  (2) If he did not have a vested right to all or any portion of\n        his   Account   balance   derived   from   Employing   Company\n        contributions at the time of his termination of employment, he shall\n        receive  credit for Years of Service earned prior to his One-Year  Break\n        in Service provided his number of consecutive One-Year Breaks in Service\n        is less than the  greater of five (5) or his  aggregate Years of Service\n        earned  before  his One-Year Break in Service.\n\n         (b) No Years of  Service  earned  after five (5)  consecutive  One-Year\nBreaks in Service  shall be taken into account in  determining  a  Participant's\nnonforfeitable  percentage  in his Account  balance  attributable  to  Employing\nCompany contributions that were made prior to such five-year period.\n\n         10.7 Vesting at Normal Retirement Age.  Notwithstanding Section 10.2, a\nParticipant  shall  become one  hundred  percent  (100%)  vested in his  accrued\nAccount  balance upon his  attainment of Normal  Retirement Age provided that he\nhas not separated from service with the Employing Company prior to such date.\n\n         10.8     Vesting  Upon Death.  Notwithstanding  Section 10.2,  a\nParticipant's  Account  shall become one hundred percent (100%) vested upon his\ndeath if his death occurs while he is an Employee.\n\n\n\n                                   ARTICLE XI\n                             WITHDRAWALS AND LOANS\n                             ---------------------\n\n         11.1     Withdrawals by Participants.\n                  \n                  (a) Subject to the  provisions  of Article  XII,  this Section\n         11.1,   and  Sections  11.2  through  11.6,  a  Participant   may  make\n         withdrawals from his vested Account  effective as of any Valuation Date\n         in the order of priority listed below:\n\n                           (1) All or a  portion  of the  value  of his  Account\n                    attributable  to Voluntary  Participant  Contributions  (not\n                    including any earnings or  appreciation  thereon) made prior\n                    to January 1, 1987;\n\n                           (2)  All  amounts  described  above,  plus  all  or a\n                    portion  of  the  value  of  his  Account   attributable  to\n                    Voluntary Participant Contributions,  plus a ratable portion\n                    of the earnings and\/or appreciation on Voluntary Participant\n                    Contributions;\n\n                           (3)      All  amounts  described  above,  all or a\n                    portion  of the value of his  Account attributable to\n                    Rollover Contributions (including earnings and appreciation\n                    thereon);\n\n                           (4) All  amounts  described  above,  plus up to fifty\n                    percent  (50%) of the  value of his  Account  attributable\n                    to Employer  Matching   Contributions   (including  earnings\n                    and appreciation  thereon)  allocated  to his  Account;\n                    provided, however,  that said Participant shall have\n                    participated in the Plan for not less than sixty (60) months\n                    at the time of the withdrawal;\n\n                           (5) (A) For Participants who have not attained age 59\n                    1\/2 or separated  from service with the Affiliated Employers\n                    (within the meaning of Code Section 401(k)(2)(B)(i)(I)), all\n                    amounts described above, plus all or a portion of the value\n                    of his Account attributable to Elective Employer \n                    Contributions(not including any earnings or appreciation\n                    thereon); and\n\n                               (B) For  Participants who have attained age 59\n                    1\/2 or separated from service with the Affiliated Employers\n                    (within the meaning of Code Section 401(k)(2)(B)(i)(I)), all\n                    amounts described above, plus all or a portion of the value\n                    of his Account  attributable to Elective  Employer\n                    Contributions and any earnings or appreciation thereon.\n\n         (b)      There shall be no limit on the number of\n                    withdrawals which may be made during a Plan Year.\n\n         11.2     Notice of  Withdrawal.  Notice of withdrawal  must be given by\na Participant  in accordance  with the  procedures  established  by the\nCommittee,  and  if  such  withdrawal  would  constitute  an  eligible  rollover\ndistribution  (within the meaning of Code  Section  402(c)(4)),  the consent and\nnotice requirements of Section 12.10 must be satisfied.  Payment of a withdrawal\nshall be made as soon as practicable  and in accordance  with Section 12.10,  if\napplicable.\n\n         11.3 Form of Withdrawal.  All distributions under this Article XI shall\nbe made in the form of cash,  provided  that with  respect  to any  distribution\nwhich is attributable to Common Stock,  the Participant  shall have the right to\ndemand that such portion of the distribution be made in the form of Common Stock\nto the extent of the whole number of shares of Common Stock in his Account. Such\ndemand  must  be made in  accordance  with  the  procedures  established  by the\nCommittee.\n\n         11.4 Minimum Withdrawal. No distribution under this Article XI shall be\npermitted in an amount which has a value of less than $300,  unless the value of\nthe amount  available under the selected option is less than $300, in which case\nsuch available amount will be distributed.\n\n         11.5 Source of Withdrawal. Withdrawals shall be made in accordance with\nthe  instructions of the Participant  from each of the Investment Funds in which\nthe  amount  to be  distributed  is  invested.  The  value of the  amount  to be\ndistributed  under any option listed in Section 11.1 shall be determined as soon\nas practicable in accordance with the procedures established by the Committee.\n\n         11.6     Requirement of Hardship.\n                  \n                  (a) Except as provided in (e) below, a withdrawal  pursuant to\n         Section 11.1(a)(5)(A), in addition to the other requirements of Article\n         XI,  shall  be  permitted  only if the  Committee  determines  that the\n         withdrawal is to be made on account of an immediate and heavy financial\n         need of the  Participant,  the amount of the withdrawal does not exceed\n         such financial need, and the amount of the withdrawal is not reasonably\n         available from other resources of the Participant.\n\n                  (b)      For purposes of this Section  11.6,  the  following\n         shall be deemed to be immediate and heavy financial needs:\n\n                           (1)      Medical  expenses described in Section213(d)\n                  of the Code,  including but not limited to, expenses for:\n\n                                    (i)     The diagnosis, cure, mitigation,\n                           treatment, or prevention of disease, or for the\n                           purpose of affecting any structure or function of the\n                           body;\n\n                                    (ii)    transportation  primarily for and\n                           essential to such expenses  referred to in (i) above;\n                           or\n\n                                    (iii) insurance  (including  amounts paid as\n                           premiums  under  part B of Title  XVIII of the Social\n                           Security Act) relating to medical  expenses  referred\n                           to in (i) or (ii) above,  provided  such expenses are\n                           incurred by the Participant, the Participant's spouse\n                           or any person whom the Participant may properly claim\n                           as a dependent  on his  federal  income tax return or\n                           are  necessary for such persons to obtain the medical\n                           care described above; or\n\n                           (2)      Purchase  (excluding  mortgage  payments)\n                  of a  principal  residence  for  the Participant; or\n\n                           (3) Payment of tuition, related educational fees, and\n                  room and board  expenses,  for the next  twelve (12) months of\n                  post-secondary    education   for   the    Participant,    the\n                  Participant's  spouse or child or children,  or any person the\n                  Participant  may properly  claim as a dependent on his federal\n                  income tax return; or\n\n                           (4)      The need to prevent  eviction of the\n                  Participant from his principal residence or foreclosure on the\n                  mortgage of the Participant's principal residence; or\n\n                           (5) Any  other  need  which the  Commissioner  of the\n                  Internal Revenue  Service,  through the publication of revenue\n                  rulings, notices, or other documents of general applicability,\n                  deems to be immediate and heavy.\n\n                  (c) For purposes of this Section  11.6, a withdrawal  shall be\n         deemed necessary to satisfy an immediate and heavy financial need if:\n\n                           (1) The  distribution  is not in excess of the amount\n                    of  the   immediate   and  heavy   financial   need  of  the\n                    Participant,  including  any  amounts  necessary  to pay any\n                    federal,   state,   or  local   income  taxes  or  penalties\n                    reasonably anticipated to result from the distribution;\n\n                           (2)      The  Participant  has  obtained  all\n                    distributions  and all  nontaxable loans currently available\n                    to him under all plans maintained by an Affiliated Employer;\n\n                           (3) The  Participant  agrees to suspend all  elective\n                    employer    contributions    and    voluntary    participant\n                    contributions to all plans of an Affiliated  Employer for at\n                    least twelve (12) months after  receipt of the  distribution\n                    under this Section 11.6; and\n\n                           (4)  The  Participant  agrees  not to  make  elective\n                    contributions  to  this  Plan  or  any  other  qualified  or\n                    non-qualified  deferred  compensation  plan  sponsored by an\n                    Affiliated Employer (including stock purchase,  stock option\n                    or similar  plans)  during the  Participant's  taxable  year\n                    immediately  following  the  taxable  year  of the  hardship\n                    distribution  in  excess  of  the  Participant's  applicable\n                    elective  deferral  limits under Section  402(g) of the Code\n                    for such  taxable  year  less  the  amount  of the  hardship\n                    distribution for the taxable year.\n\n                  (d) When all  suspensions  pursuant to this  Section  11.6 are\n         ended,  Elective Employer  Contributions  and\/or Voluntary  Participant\n         Contributions  may be resumed by the Participant (if the Participant is\n         then eligible and elects to resume such  contributions)  beginning with\n         the Participant's first payroll period commencing after all suspensions\n         are ended, and Employer Matching Contributions by his Employing Company\n         also shall be resumed.  There shall be no make up of any  contributions\n         by a Participant or by an Employing Company with respect to a period of\n         suspension.\n\n                  (e)  Notwithstanding  (a) above, if a Participant has attained\n         age 59 1\/2 or  separated  from service  with the  Affiliated  Employers\n         (within the meaning of Code  Section  401(k)(2)(B)(i)(I)),  he shall be\n         permitted to make a withdrawal pursuant to Section 11.1(a)(5)(A),  even\n         if such withdrawal is not on account of hardship.\n\n         11.7     Loans to Participants.\n                  \n                  (a) The  Committee  may,  in its sole  discretion,  direct the\n         Trustee to make a loan or loans from the Trust Fund to any  Participant\n         (other than a  Participant  with an existing  Plan loan in arrears) (1)\n         who is an Employee on the active payroll of an Employing  Company,  (2)\n         who is receiving long-term  disability payments under a plan maintained\n         by his Employing  Company,  (3) who is on a leave of absence authorized\n         by his Employing Company,  or (4) who is a party in interest as defined\n         in  Section  3(14) of  ERISA.  All loan  applications  shall be made in\n         accordance  with the procedures  established  by the  Committee,  which\n         shall form a part of this Plan.  Such  procedures  shall  establish the\n         terms and  conditions  of loans  under the Plan,  including  the events\n         constituting  default,  and shall be consistent  with the provisions of\n         this Section 11.7.\n\n                  (b) The  total  amount  of all  loans  outstanding  to any one\n         Participant  under all  qualified  plans  maintained  by an  Affiliated\n         Employer  shall not exceed the  lesser of (1)  $50,000,  reduced by the\n         excess of the highest  outstanding  balance of loans from all qualified\n         plans  maintained by an  Affiliated  Employer  during the  twelve-month\n         period  ending on the day before a loan is made,  over the  outstanding\n         balance  of any  loans  to the  Participant  from all  qualified  plans\n         maintained by an  Affiliated  Employer on the date the loan is made, or\n         (2)  fifty  percent  (50%)  of  such  Participant's  Account  as of the\n         Valuation  Date  coinciding  with or next  following  the date the loan\n         application  is made.  The  minimum  amount of any loan shall not equal\n         less than $1,000.\n\n                  (c) The Participant requesting a loan pursuant to this Section\n         11.7 shall  designate the order of priority of Investment  Fund(s) from\n         which the principal amount of the loan shall be obtained.\n\n                  (d)  The  Committee   shall  adopt  and  follow   uniform  and\n         nondiscriminatory  procedures  in making  loans under this Plan to make\n         certain  that such loans (1) are  available  to all  Participants  on a\n         reasonably  equivalent  basis,  (2) are not made  available  to  Highly\n         Compensated  Employees,  officers, or shareholders in an amount greater\n         than  the  amount  made  available  to other  Participants,  (3) bear a\n         reasonable  rate  of  interest,  and (4) are  adequately  secured.  The\n         repayment  of such loans by any  Participant  who is an Employee on the\n         active  payroll of an Employing  Company shall be made through  payroll\n         deduction. Any loan repayment shall extend for a period certain, not to\n         exceed  five  (5)  years,  expressed  in any  number  of  whole  months\n         (including the month the loan is made). The term of any loan may be for\n         a period certain of more than five (5) years, but not to exceed fifteen\n         (15) years,  only if the  proceeds of such loan are used to acquire any\n         dwelling used or, within a reasonable period of time, to be used as the\n         principal residence of the Participant.\n\n                  (e) The Committee  shall direct the Trustee to obtain from the\n         Participant  such note and  adequate  security as it may  require.  All\n         loans  made  pursuant  to this  Section  11.7  shall be  secured by the\n         Participant's  Account, and no other types of collateral may be used to\n         secure a loan from the Plan.  Notwithstanding the provisions of Section\n         16.2,  if a  Participant  defaults  on a loan  under the Plan or if the\n         Participant's employment terminates prior to full repayment thereof, in\n         addition to any other  remedy  provided in the loan  instruments  or by\n         law,  the  Committee  may direct the  Trustee  to charge  against  that\n         portion of the Participant's  Account which secures the loan the amount\n         required  to fully  repay the loan.  Under no  circumstances,  however,\n         shall any unpaid loan be charged against a Participant's  Account until\n         permitted by applicable law. This Section authorizes only the making of\n         bona  fide  loans  and not  distributions,  and  before  resort is made\n         against a Participant's Account for his failure to repay any loan, such\n         other  reasonable  efforts  to  collect  the same  shall be made by the\n         Committee as it deems reasonable and practical under the circumstances.\n\n                  (f) No distribution  shall be made to any  Participant  unless\n         and until all unpaid loans to such Participant have either been paid in\n         full or deducted from the Participant's Account.\n\n                  (g) All loans made under this Section 11.7 shall be considered\n         earmarked  investments of the Participant's  Account, and any repayment\n         of principal and interest  shall be  reinvested in accordance  with the\n         Participant's  investment  direction  in  effect  on the  date  of such\n         repayment pursuant to Article VIII of the Plan.\n\n\n\n\n\n\n                                   ARTICLE XII\n                          DISTRIBUTION TO PARTICIPANTS\n                          ----------------------------\n\n         12.1     Distribution upon Retirement.\n            \n                  (a)  If  a   Participant's   employment  with  the  Affiliated\n         Employers is terminated as a result of his  retirement  pursuant to the\n         defined benefit pension plan of an Affiliated Employer,  in addition to\n         the withdrawal  options under Section 11.1, the entire balance credited\n         to his Account  shall be payable to him in the manner set forth in this\n         Section  12.1 at such time  requested  by the  Participant  pursuant to\n         Section 12.6 and in accordance  with the procedures  established by the\n         Committee. The distribution shall commence as soon as practicable after\n         the Valuation Date selected by the  Participant in one of the following\n         ways:\n\n                           (1)      In a single lump sum distribution; or\n\n                           (2) In annual installments not to exceed twenty (20),\n                    as selected by the Participant,  or the  Participant's  life\n                    expectancy.  The amount of cash  and\/or the number of shares\n                    of Common  Stock in each  installment  shall be equal to the\n                    proportionate  value as of each Valuation  Date  immediately\n                    preceding  payment of the balance  then to the credit of the\n                    Participant in his Account determined by dividing the amount\n                    credited  to his  Account as of such  Valuation  Date by the\n                    number of payments remaining to be made.\n\n                           If  a  Participant   who  is  receiving   installment\n                  payments shall establish to the satisfaction of the Committee,\n                  in accordance  with  principles and procedures  established by\n                  the Committee  which are  applicable to all persons  similarly\n                  situated,  that a financial  emergency  exists in his affairs,\n                  such as illness or accident to the  Participant or a member of\n                  his  immediate  family  or  other  similar  contingency,   the\n                  Committee may, for the purpose of alleviating  such emergency,\n                  accelerate the time of payment of some or all of the remaining\n                  installments.  If a Participant  dies before  receiving all of\n                  the amount to the credit of his  Account  in  accordance  with\n                  this paragraph (2), the amount  remaining to the credit of his\n                  Account at his death shall be distributed  to his  Beneficiary\n                  as soon as practicable in accordance with Section 12.4.\n\n                  (b)  Notwithstanding  a  Participant's  election  to defer the\n         receipt of the benefits  under (a) above,  the  Committee  shall direct\n         payment in a single lump sum to such  Participant if the balance of his\n         Account does not exceed $5,000 in accordance  with the  requirements of\n         Code  Section   411(a)(11).   The  Committee  shall  not  cash-out  any\n         Participant  whose Account  balance  exceeds $5,000 without the written\n         consent of the Participant.\n\n         12.2 Distribution upon Disability.  If a Participant's  employment with\nthe Affiliated  Employers is terminated  prior to his Normal  Retirement Date by\nreason  of his total and  permanent  disability,  as  determined  by the  Social\nSecurity  Administration  and evidenced in a writing  provided to the Committee,\nsuch disabled  Participant,  in addition to the withdrawal options under Section\n11.1,  shall be entitled to receive the entire value  credited to his Account at\nsuch time as requested by the Participant or such legal representative  pursuant\nto  Section  12.6 and in  accordance  with  the  procedures  established  by the\nCommittee.  Any  distribution  pursuant to this  Section 12.2 shall be made in a\nsingle lump sum as soon as practicable after the selected Valuation Date.\n\n         Notwithstanding the foregoing,  the Committee shall direct payment in a\nsingle lump sum to such Participant or his legal  representative  if the balance\nof such  Participant's  Account does not exceed  $5,000 in  accordance  with the\nrequirements of Code Section 411(a)(11).\n\n         12.3  Distribution  upon Death. If a Participant's  employment with the\nAffiliated  Employers  is  terminated  by reason of death,  the  entire  balance\ncredited  to  the  Participant's   Account  shall  be  distributed  as  soon  as\npracticable to the  Participant's  surviving  Beneficiary or  Beneficiaries in a\nlump sum.\n\n         12.4  Designation  of  Beneficiary in the Event of Death. A Participant\nmay  designate  a   Beneficiary   or   Beneficiaries   (who  may  be  designated\ncontingently)  to receive  all or part of the amount  credited to his Account in\ncase of his death  before  his  receipt of all of his  benefits  under the Plan,\nprovided  that  the   Beneficiary  of  a  married   Participant   shall  be  the\nParticipant's  Surviving Spouse, unless such Surviving Spouse shall consent in a\nwriting witnessed by a notary public,  which writing  acknowledges the effect of\nthe Participant's designation of a Beneficiary other than such Surviving Spouse.\nHowever,  if such  Participant  establishes to the satisfaction of the Committee\nthat such  written  consent may not be obtained  because  the  Surviving  Spouse\ncannot be located or because of such other circumstances as the Secretary of the\nTreasury may by regulations prescribe, a designation by such Participant without\nthe consent of the Surviving Spouse shall be valid.\n\n         Any  consent  necessary  under  this  Section  12.4  shall be valid and\neffective only with respect to the Surviving Spouse who signs the consent or, in\nthe event of a deemed  consent,  only with  respect  to a  designated  Surviving\nSpouse.\n\n         A designation of Beneficiary may be revoked by the Participant  without\nthe consent of any Beneficiary (or the  Participant's  Surviving  Spouse) at any\ntime before the  commencement  of the  distribution  of benefits.  A Beneficiary\ndesignation or change or revocation of a Beneficiary  designation  shall be made\nin accordance with the procedures established by the Committee.\n\n         If no  designated  Beneficiary  shall  be  living  at the  death of the\nParticipant and\/or such Participant's  Beneficiary  designation is not valid and\nenforceable  under  applicable  law or the  procedures  of the  Committee,  such\nParticipant's Beneficiary or Beneficiaries shall be the person or persons in the\nfirst of the following classes of successive preference, if then living:\n\n                  (a)      the Participant's spouse on the date of his death,\n\n                  (b)      the Participant's children, equally,\n\n                  (c)      the Participant's parents, equally,\n\n                  (d)      the Participant's brothers and sisters, equally, or\n\n                  (e)      the Participant's executors or administrators.\n\nPayment to such one or more persons shall completely  discharge the Plan and the\nTrustee with respect to the amount so paid.\n\n         12.5     Distribution upon Termination of Employment.\n                 \n                  (a)  If  a   Participant's   employment  with  the  Affiliated\n         Employers is terminated  for any reason other than in  accordance  with\n         Sections 12.1,  12.2, and 12.3, the vested balance to the credit of the\n         Participant's  Account shall be payable in a single lump sum. Such lump\n         sum  distribution  shall  be  made as soon  as  practicable  after  the\n         Participant's  termination  of  employment,  provided  that  one of the\n         following conditions is met:\n\n                           (1)      the  Participant's  vested Account balance\n                  does not exceed $5,000 in accordance with Code Section 411(a)\n                  (11), or\n\n                           (2)      in  accordance  with  Section  12.10,  the\n                  Participant  elects  to  receive  a distribution of his vested\n                  Account balance.\n\n                  (b) A Participant  who does not receive a  distribution  under\n         Section   12.5(a)(1)  may  elect  to  defer  the  commencement  of  the\n         distribution of his Account following the termination of his employment\n         until a later Valuation  Date,  provided that such  distribution  shall\n         commence  not later than the date  required  under  Section 12.6 of the\n         Plan. In addition to the  withdrawal  options  under Section 11.1,  any\n         deferred  distribution  shall commence as soon as practicable after the\n         Valuation Date selected by the Participant.\n\n         12.6     Commencement of Benefits.\n                 \n                  (a)  Notwithstanding  any other  provision  of the  Plan,  and\n         except as further provided in Section 12.6(b) below, if the Participant\n         does not  elect to defer  commencement  of his  benefit  payments,  the\n         payment of his benefits  shall begin at the  Participant's  election no\n         later than the sixtieth  (60th) day after the close of the Plan Year in\n         which the latest of the following events occurs:\n\n                           (1)      the  Participant attains the earlier  of age\n                  sixty-five  (65) or his Normal Retirement Date,\n\n                           (2)      the Participant's tenth (10th) anniversary\n                  of participation under the Plan, or\n\n                           (3)      the Participant's separation from service\n                  with the Affiliated Employers.\n\n                  (b)  In no  event  shall  the  distribution  of  amounts  in a\n         Participant's  Account  commence later than the April 1 of the calendar\n         year following the later of the calendar year in which the  Participant\n         attains  age  70 1\/2  or  terminates  employment  with  the  Affiliated\n         Employers,  in accordance with regulations  prescribed by the Secretary\n         of the Treasury. Notwithstanding the foregoing, the payment of benefits\n         to a Participant  who is a five percent (5%) owner of Southern  Energy,\n         Inc. or an Affiliated  Employer (as determined pursuant to Code Section\n         416) with respect to the Plan Year ending in the calendar year in which\n         the Participant  attains age 70 1\/2 shall begin not later than April 1,\n         of  the  calendar  year  following  the  calendar  year  in  which  the\n         Participant   attains  age  70  1\/2  regardless  of  the  Participant's\n         termination from employment.\n\n                  Any  distribution  made  under  this  Plan  shall  be  made in\n         accordance with the minimum  distribution  requirements of Code Section\n         401(a)(9),  including the incidental death benefits  requirements under\n         Code Section 401(a)(9)(G) and the Treasury Regulations thereunder.\n\n         12.7 Transfer between Employing Companies.  A transfer by a Participant\nfrom one  Employing  Company to another  Employing  Company shall not affect his\nparticipation in the Plan. A transfer by a Participant from an Employing Company\nto an Affiliated  Employer that is not an Employing  Company shall not be deemed\nto be a termination of employment with an Employing Company.\n\n         12.8  Distributions to Alternate Payees.  If the Participant's  Account\nunder the Plan shall become subject to any domestic relations order which (a) is\na qualified  domestic  relations  order  satisfying the  requirements of Section\n414(p) of the Code and (b) requires the immediate  distribution in a single lump\nsum of the entire portion of the Participant's Account required to be segregated\nfor the  benefit  of an  alternate  payee,  then  the  entire  interest  of such\nalternate  payee shall be  distributed  in a single lump sum within  ninety (90)\ndays following the Employing  Company's  notification to the Participant and the\nalternate  payee that the domestic  relations  order is qualified  under Section\n414(p) of the Code, or as soon as practicable  thereafter.  Such distribution to\nan alternate  payee shall be made even if the Participant has not separated from\nthe service of the Affiliated  Employers.  Any other distribution  pursuant to a\nqualified   domestic  relations  order  shall  not  be  made  earlier  than  the\nParticipant's  termination  of service,  or his attainment of age fifty (50), if\nearlier,  and shall not commence later than the date the  Participant's  (or his\nBeneficiary's)  benefit payments  otherwise  commence.  Such  distribution to an\nalternate  payee shall be made only in a manner  permitted  under Articles XI or\nXII of the Plan and only to the extent the  Participant  would be  eligible  for\nsuch distribution option.\n\n         12.9 Requirement for Direct Rollovers. Notwithstanding any provision of\nthe Plan to the contrary that would  otherwise  limit a  Distributee's  election\nunder this Article XII, a Distributee  may elect,  at the time and in the manner\nprescribed  by the  Committee,  to have  any  portion  of an  Eligible  Rollover\nDistribution  paid  directly to an Eligible  Retirement  Plan  specified  by the\nDistributee in a Direct Rollover.\n\n         12.10  Consent  and  Notice  Requirements.  If the value of the  vested\nportion of a Participant's  Account derived from Employing  Company and Employee\ncontributions  exceeds $5,000  determined in accordance with the requirements of\nCode Section  411(a)(11),  the Participant  must consent to any  distribution of\nsuch vested account balance prior to his Normal  Retirement Date. The consent of\nthe Participant shall be obtained in writing within the ninety-day period ending\non the first day of the first  period for which an amount is payable  under this\nPlan.\n\n         The Committee or its delegate shall notify the Participant of the right\nto defer any distribution  until the Participant's  Account balance is no longer\nimmediately distributable. Such notification shall include a general description\nof the  material  features  and an  explanation  of the  relative  values of the\noptional  forms of  benefit  available  under  the Plan in a manner  that  would\nsatisfy  the  notice  requirements  of  Section  417(a)(3)  of  the  Code;  such\nnotification  shall be  provided  no less  than 30 days and no more than 90 days\nprior to the distribution date.\n\n         Distributions  may commence less than 30 days after the notice required\nunder Section  1.411(a)-11(c)  of the Treasury  Regulations  is given,  provided\nthat:\n\n                  (a) the Committee informs the Participant that the Participant\n         has a right to a period of at least 30 days after  receiving the notice\n         to consider the decision of whether or not to elect a distribution  and\n         a particular distribution option, and\n\n                  (b)      the Participant, after receiving the notice,\n         affirmatively elects a distribution.\n\n         12.11 Form of Payment.  All distributions  under this Article XII shall\nbe  made in the  form  of  cash,  provided  that  the  person  entitled  to such\ndistribution  may  demand  that all or a portion  of any  distribution  which is\nattributable  to Common Stock be  distributed in the form of Common Stock to the\nextent of the whole number of shares in the Participant's  Account,  with a cash\nadjustment for any fractional shares.\n\n         12.12  Partial  Distribution  upon  Termination  of  Employment.  If  a\nParticipant's  employment  with the Affiliated  Employers is terminated and such\nParticipant  is deemed not to have  separated from service within the meaning of\nCode Section 401(k)(2)(B)(i)(I), such Participant, in addition to the withdrawal\noptions  available  under  Article  XI,  shall be  entitled  to elect a lump sum\ndistribution  of the entire balance to the credit of his Account less the amount\ncredited to his Elective Employer Contribution subaccount.  The amounts credited\nto his Elective  Employer  Contribution  subaccount may be distributed in a lump\nsum distribution at such time permitted pursuant to Code Section 401(k)(2)(B)(i)\nand Section  4.4(c)  hereof.  Such lump sum  distributions  shall  otherwise  be\nsubject to this Article XII.\n\n\n\n\n\n\n                                  ARTICLE XIII\n                           ADMINISTRATION OF THE PLAN\n                           --------------------------\n\n         13.1  Membership of Committee.  The Plan shall be  administered  by the\nCommittee, which shall consist of such individuals as may be appointed from time\nto time by the Board of Directors or its  delegate.  The  Committee may select a\nSecretary  (who may,  but need not,  be a member of the  Committee)  to keep its\nrecords or to assist it in the discharge of its duties.\n\n         13.2 Acceptance and Resignation. Any person appointed to be a member of\nthe  Committee  shall  signify his  acceptance in writing to the Chairman of the\nCommittee.  Any member of the  Committee  may resign by  delivering  his written\nresignation to the Committee and such  resignation  shall become  effective upon\ndelivery or upon any later date specified therein.\n\n         13.3  Transaction  of  Business.  A  majority  of  the  members  of the\nCommittee at the time in office shall constitute a quorum for the transaction of\nbusiness at any meeting.  Any  determination  or action of the  Committee may be\nmade or taken by a majority  of the members  present at any  meeting  thereof or\nwithout a meeting  by a  resolution  or  written  memorandum  concurred  in by a\nmajority of the members then in office.\n\n         13.4  Responsibilities  in General.  The Committee shall administer the\nPlan and shall have the discretionary authority, power, and the duty to take all\nactions and to make all decisions  necessary or proper to carry out the Plan and\nto  control  and  manage  the  operation  and  administration  of the Plan.  The\nCommittee  shall  have the  discretion  to  interpret  the Plan,  including  any\nambiguities herein, and to determine the eligibility for benefits under the Plan\nin its sole  discretion.  The  determination of the Committee as to any question\ninvolving the general  administration  and  interpretation  of the Plan shall be\nfinal,  conclusive,  and binding on all persons,  except as  otherwise  provided\nherein  or by  law,  and  may be  relied  upon  by the  Company,  all  Employing\nCompanies,  the  Trustee,  the  Participants,   and  their  Beneficiaries.   Any\ndiscretionary  actions to be taken under the Plan by the Committee  with respect\nto Employees and  Participants  or with respect to benefits  shall be uniform in\ntheir nature and applicable to all persons similarly situated.\n\n         13.5 Committee as Named  Fiduciary.  For the purpose of compliance with\nthe provisions of ERISA, the Committee shall be deemed the  administrator of the\nPlan as the term  \"administrator\"  is defined in ERISA,  and the Committee shall\nbe,  with  respect  to the Plan,  a named  fiduciary  as that term is defined in\nERISA.  For the purpose of carrying out its duties,  the  Committee  may, in its\ndiscretion,  allocate its responsibilities  under the Plan among its members and\nmay, in its discretion,  designate  persons (in writing or otherwise) other than\nmembers of the  Committee to carry out such  responsibilities  of the  Committee\nunder the Plan as it may see fit.\n\n         13.6 Rules for Plan Administration.  The Committee may make and enforce\nrules and  regulations  for the  administration  of the Plan consistent with the\nprovisions  thereof and may  prescribe the use of such forms or procedures as it\nshall deem appropriate for the administration of the Plan.\n\n         13.7  Employment  of  Agents.  The  Committee  may  employ  independent\nqualified  public  accountants,  as such term is  defined  in ERISA,  who may be\naccountants to the Company and any Affiliated Employer, legal counsel who may be\ncounsel to the Company and any Affiliated Employer, other specialists, and other\npersons as the Committee  deems  necessary or desirable in  connection  with the\nadministration of the Plan. The Committee and any person to whom it may delegate\nany duty or power in connection with the administration of the Plan, the Company\nand the officers and directors  thereof  shall be entitled to rely  conclusively\nupon and shall be fully protected in any action  omitted,  taken, or suffered by\nthem in good faith in reliance upon any independent qualified public accountant,\ncounsel, or other specialist,  or other person selected by the Committee,  or in\nreliance upon any tables, evaluations,  certificates, opinions, or reports which\nshall be furnished by any of them or by the Trustee.\n\n         13.8  Co-Fiduciaries.  It  is  intended  that  to  the  maximum  extent\npermitted by ERISA,  each person who is a fiduciary  (as that term is defined in\nERISA) with respect to the Plan shall be responsible  for the proper exercise of\nhis own powers, duties, responsibilities, and obligations under the Plan and the\nTrust,  as shall  each  person  designated  by any  fiduciary  to carry  out any\nfiduciary  responsibilities  with respect to the Plan or the Trust. No fiduciary\nor other person to whom fiduciary responsibilities are allocated shall be liable\nfor any act or omission of any other fiduciary or of any other person  delegated\nto carry out any fiduciary or other responsibility under the Plan or the Trust.\n\n         13.9  General  Records.  The  Committee  shall  maintain or cause to be\nmaintained an Account (and any separate  subaccount)  which accurately  reflects\nthe  interest of each  Participant,  as provided  for in Section  9.1, and shall\nmaintain or cause to be maintained  all  necessary  books of account and records\nwith respect to the  administration  of the Plan.  The  Committee  shall mail or\ncause to be mailed to  Participants  reports to be furnished to  Participants in\naccordance with the Plan or as may be required by ERISA.  Any notices,  reports,\nor statements to be given, furnished,  made, or delivered to a Participant shall\nbe deemed duly given,  furnished,  made,  or  delivered  when  addressed  to the\nParticipant  and  delivered to the  Participant  in person or mailed by ordinary\nmail to his address last  communicated  to the Committee (or its delegate) or of\nhis Employing Company.\n\n         13.10 Liability of the Committee.  In administering the Plan, except as\nmay be prohibited by ERISA,  neither the Committee nor any person to whom it may\ndelegate any duty or power in connection  with  administering  the Plan shall be\nliable  for any  action  or  failure  to act  except  for  its or his own  gross\nnegligence  or willful  misconduct;  nor for the payment of any amount under the\nPlan;  nor for any mistake of judgment  made by him or on his behalf as a member\nof the Committee;  nor for any action,  failure to act, or loss unless resulting\nfrom his own  gross  negligence  or  willful  misconduct;  nor for the  neglect,\nomission,  or wrongdoing of any other member of the Committee.  No member of the\nCommittee  shall be personally  liable under any contract,  agreement,  bond, or\nother  instrument  made or  executed  by him or on his behalf as a member of the\nCommittee.\n\n         13.11 Reimbursement of Expenses and Compensation of Committee.  Members\nof the  Committee  shall be  reimbursed  by the  Company for  expenses  they may\nindividually  or  collectively  incur in the  performance of their duties.  Each\nmember of the  Committee  who is a  full-time  employee of the Company or of any\nEmploying  Company  shall serve  without  compensation  for his services as such\nmember;  each other member of the Committee shall receive such compensation,  if\nany, for his services as the Board of Directors may fix from time to time.\n\n         13.12  Expenses of Plan and Trust Fund.  The expenses of  establishment\nand  administration  of the Plan and the Trust Fund,  including  all fees of the\nTrustee,  auditors,  and counsel,  shall be paid by the Company or the Employing\nCompanies.  Notwithstanding  the foregoing,  to the extent provided in the Trust\nAgreement,  certain  administrative  expenses  may be paid from the  Trust  Fund\neither  directly  or  through  reimbursement  of the  Company  or the  Employing\nCompanies.  Any expenses  directly related to the investments of the Trust Fund,\nsuch as stock transfer taxes, brokerage  commissions,  or other charges incurred\nin the  acquisition or disposition of such  investments,  shall be paid from the\nTrust  Fund (or from  the  particular  Investment  Fund to  which  such  fees or\nexpenses  relate) and shall be deemed to be part of the cost of such  securities\nor deducted in computing the proceeds therefrom,  as the case may be. Investment\nmanagement  fees for the  Investment  Funds  shall be paid  from the  particular\nInvestment Fund to which they relate either directly or through reimbursement of\nthe  Company or the  Employing  Companies  unless the  Company or the  Employing\nCompanies do not elect to receive  reimbursement  for payment of such  expenses.\nTaxes, if any, on any assets held or income received by the Trustee and transfer\ntaxes on the transfer of Common Stock from the Trustee to a  Participant  or his\nBeneficiary shall be charged  appropriately against the Accounts of Participants\nas the Committee shall  determine.  Any expenses paid by the Company pursuant to\nSection  13.11 and this  section  shall be  subject  to  reimbursement  by other\nEmploying Companies of their proportionate shares of such expenses as determined\nby the Committee.\n\n         13.13  Responsibility  for Funding  Policy.  The  Committee  shall have\nresponsibility  for  providing a procedure for  establishing  and carrying out a\nfunding  policy and method for the Plan  consistent  with the  objectives of the\nPlan and the requirements of Title I of ERISA.\n\n         13.14 Management of Assets. The Committee shall not have responsibility\nwith  respect to control or  management  of the assets of the Plan.  The Trustee\nshall have the sole  responsibility  for the administration of the assets of the\nPlan as provided in the Trust Agreement, except to the extent that an investment\nadvisor  (who  qualifies  as an  Investment  Manager  as that term is defined in\nERISA) who may be appointed by the Committee shall have  responsibility  for the\nmanagement of the assets of the Plan, or some part thereof  (including powers to\nacquire and dispose of the assets of the Plan, or some part thereof).\n\n         13.15    Notice and Claims Procedures. Consistent with the requirements\nof ERISA and the regulations thereunder of the Secretary of Labor from time to\ntime in effect, the Committee shall:\n\n                  (a) provide  adequate  notice in writing to any Participant or\n         Beneficiary  whose claim for  benefits  under the Plan has been denied,\n         setting  forth  specific  reasons for such denial,  written in a manner\n         calculated to be understood by such Participant or Beneficiary, and\n\n                  (b) afford a  reasonable  opportunity  to any  Participant  or\n         Beneficiary  whose  claim for  benefits  has been denied for a full and\n         fair review of the decision denying the claim.\n\n         13.16 Bonding. Unless otherwise determined by the Board of Directors or\nrequired by law, no member of the  Committee  shall be required to give any bond\nor other security in any jurisdiction.\n\n         13.17 Multiple Fiduciary Capacities. Any person or group of persons may\nserve in more than one  fiduciary  capacity  with  respect to the Plan,  and any\nfiduciary  with respect to the Plan may serve as a fiduciary with respect to the\nPlan in addition to being an officer,  employee,  agent, or other representative\nof a party in interest, as that term is defined in ERISA.\n\n         13.18  Change  in  Administrative   Procedures.   Notwithstanding   any\nprovision in the Plan to the contrary, the Committee shall be authorized to take\nwhatever  actions  it  deems  necessary  or  appropriate  in its  discretion  to\nimplement administrative  procedures,  including, but not limited to, suspending\nplan  participation  (to the extent permitted by applicable law,) and suspending\nchanges in  investment  directions  and fund  transfers,  even though  otherwise\npermitted or required under the Plan.\n\n\n\n                                   ARTICLE XIV\n                               TRUSTEE OF THE PLAN\n                               -------------------\n\n         14.1 Trustee.  The Company has entered into a Trust  Agreement with the\nTrustee to hold the funds  necessary  to provide the  benefits  set forth in the\nPlan.  If the Board of  Directors  so  determines,  the Company may enter into a\nTrust  Agreement  or  Trust  Agreements  with  additional  trustees.  Any  Trust\nAgreement may be amended by the Company from time to time in accordance with its\nterms.  Any Trust  Agreement shall provide,  among other things,  that all funds\nreceived by the Trustee  thereunder will be held,  administered,  invested,  and\ndistributed  by the  Trustee,  and that no part of the  corpus  or income of the\nTrust held by the Trustee  shall be used for or diverted to purposes  other than\nfor the exclusive  benefit of  Participants  or their  Beneficiaries,  except as\notherwise  provided in the Plan.  Any Trust  Agreement may also provide that the\ninvestment  and  reinvestment  of the Trust  Fund,  or any part  thereof  may be\ncarried out in accordance with directions given to the Trustee by any Investment\nManager  or  Investment  Managers  (as that term is defined in ERISA) who may be\nappointed by the Committee. The Board of Directors may remove any Trustee or any\nsuccessor  Trustee,  and any Trustee or any successor  Trustee may resign.  Upon\nremoval or  resignation  of a Trustee,  the Board of Directors  shall  appoint a\nsuccessor Trustee.\n\n         14.2 Purchase of Common Stock. As soon as practicable  after receipt of\nfunds  applicable  to the purchase of Common Stock,  the Trustee shall  purchase\nCommon  Stock or cause Common  Stock to be  purchased.  Such Common Stock may be\npurchased on the open market or by private purchase (including private purchases\ndirectly from Southern Energy,  Inc.); provided that (a) no private purchase may\nbe made at any  price  greater  than the last  sale  price  or  highest  current\nindependent  bid price,  whichever  is higher,  for Common Stock on the New York\nStock  Exchange,  plus an  amount  equal to the  commission  payable  in a stock\nexchange transaction; (b) if such private purchase shall be a purchase of Common\nStock  directly from  Southern  Energy,  Inc., no commission  shall be paid with\nrespect thereto unless such commission  satisfies the requirements of Prohibited\nTransaction  Class Exemption 75-1; and (c) the Trustee may purchase Common Stock\ndirectly from Southern Energy,  Inc. under the Southern Energy  Investment Plan,\nas from time to time amended,  or under any other similar plan made available to\nholders of record of shares of Common  Stock which may be in effect from time to\ntime, at the purchase  price  provided for in such plan.  Pending  investment of\nfunds in Common Stock, the Trustee may hold in cash, and may temporarily  invest\nsuch funds in short-term United States obligations, other obligations guaranteed\nby the United States  Government,  commercial paper, or certificates of deposit,\nand if the Trustee so determines,  may transfer such funds to money market funds\nutilized by the Trustee for qualified employee benefit trusts.\n\n         14.3 Voting of Common Stock.  Before each annual or special  meeting of\nshareholders of Southern Energy, Inc., there shall be sent to each Participant a\ncopy of the proxy  soliciting  material  for the meeting,  together  with a form\nrequesting instructions to the Trustee on how to vote the shares of Common Stock\ncredited  to such  Participant's  Account  as of the  record  date of the Common\nStock. Upon receipt of such instructions by the Trustee or its designated agent,\nthe Trustee shall vote such Common Stock as instructed by the Participant.  If a\nParticipant  does not provide the  Trustee or its  designated  agent with timely\nvoting instructions for the Trustee,  the Committee or its delegate shall direct\nthe Trustee how to vote such Participant's shares. The Committee or its delegate\nshall also  direct the  Trustee  with  respect to voting  unallocated  shares of\nCommon Stock, if any.\n\n         14.4 Voting of Other  Investment Fund Shares.  The voting of the shares\nin any  Investment  Fund other than shares of Common  Stock shall be  determined\npursuant to Section 5 of the Trust Agreement. In the event certain shares in any\nInvestment  Fund are not  addressed  in  Section 5 of the Trust  Agreement,  the\nCommittee or its delegate shall direct the Trustee how to vote such shares.\n\n         14.5     Uninvested  Amounts.  The  Trustee  may keep  uninvested  an\namount  of cash sufficient in its opinion to enable it to carry out the purposes\n of the Plan.\n\n         14.6     Independent Accounting. The Board of  Directors  shall  select\na firm of  independent  public Accountants to examine and report annually on the\nfinancial  position  and the results of operation of the Trust forming a part of\nthe Plan.\n\n\n\n\n\n                                   ARTICLE XV\n                      AMENDMENT AND TERMINATION OF THE PLAN\n                      -------------------------------------\n\n         15.1  Amendment of the Plan. The Plan may be amended or modified by the\nBoard of Directors pursuant to its written resolutions at any time and from time\nto time; provided, however, that no such amendment or modification shall make it\npossible  for any part of the  corpus or income of the Trust Fund to be used for\nor diverted to purposes other than for the exclusive  benefit of Participants or\ntheir  Beneficiaries  under the Plan,  including such part as is required to pay\ntaxes and  administration  expenses of the Plan. The Plan may also be amended or\nmodified by the Committee (a) if such amendment or modification does not involve\na  substantial  increase  in cost  to any  Employing  Company,  or (b) as may be\nnecessary,  proper,  or  desirable  in order to comply with laws or  regulations\nenacted or  promulgated  by any federal or state  governmental  authority and to\nmaintain the  qualification  of the Plan under Sections 401(a) and 501(a) of the\nCode and the applicable provisions of ERISA.\n\n         No  amendment  to the  Plan  shall  have the  effect  of  decreasing  a\nParticipant's vested interest in his Account,  determined without regard to such\namendment,  as of the later of the date such amendment is adopted or the date it\nbecomes effective.  In addition, if the vesting schedule of the Plan is amended,\nany  Participant who has completed at least three (3) Years of Service and whose\nvested interest is at any time adversely affected by such amendment may elect to\nhave his vested interest  determined without regard to such amendment during the\nelection  period  defined under  Section  411(a)(10)  of the Code.  Finally,  no\namendment  shall  eliminate  an optional  form of benefit in  violation  of Code\nSection 411(d)(6).\n\n         15.2  Termination  of the Plan.  It is the  intention of the  Employing\nCompanies to continue  the Plan  indefinitely.  However,  the Board of Directors\npursuant to its written  resolutions  may at any time and for any reason suspend\nor terminate the Plan or suspend or discontinue the making of  contributions  of\nall Participants and of contributions by all Employing Companies.  Any Employing\nCompany  may, by action of its board of  directors  and approval of the Board of\nDirectors,  suspend or terminate the making of  contributions of Participants in\nthe employ of such  Employing  Company and of  contributions  by such  Employing\nCompany.\n\n         In the event of termination of the Plan or partial  termination or upon\ncomplete  discontinuance  of  contributions  under  the  Plan  by all  Employing\nCompanies  or by any one  Employing  Company,  the  amount to the  credit of the\nAccount of each  Participant  whose Employing  Company shall be affected by such\ntermination or discontinuance  shall be determined as of the next Valuation Date\nand shall be  distributed to him or his  Beneficiary  thereafter at such time or\ntimes and in such nondiscriminatory  manner as is determined by the Committee in\ncompliance  with the  restrictions  on  distributions  set forth in Code Section\n401(k).\n\n         15.3 Merger or  Consolidation of the Plan. The Plan shall not be merged\nor consolidated with nor shall any assets or liabilities  thereof be transferred\nto any other plan  unless each  Participant  of the Plan would (if the Plan then\nterminated)  receive a benefit immediately after the merger,  consolidation,  or\ntransfer  which is equal to or  greater  than the  benefit  he would  have  been\nentitled to receive immediately prior to the merger, consolidation,  or transfer\n(if the Plan had then terminated).\n\n\n\n\n\n\n                                   ARTICLE XVI\n                               GENERAL PROVISIONS\n                               ------------------\n\n         16.1 Plan Not an Employment  Contract.  The Plan shall not be deemed to\nconstitute a contract between an Affiliated Employer and any Employee, nor shall\nanything  herein  contained  be  deemed  to give any  Employee  any  right to be\nretained in the employ of an Employing Company or to interfere with the right of\nan  Employing  Company to  discharge  any  Employee at any time and to treat him\nwithout  regard to the  effect  which  such  treatment  might have upon him as a\nParticipant.\n\n         16.2 No Right of Assignment or  Alienation.  Except as may be otherwise\npermitted  or  required  by  law,  no  right  or  interest  in the  Plan  of any\nParticipant or Beneficiary  and no distribution or payment under the Plan to any\nParticipant  or  Beneficiary  shall be subject  in any  manner to  anticipation,\nalienation,  sale,  transfer (except by death),  assignment (either at law or in\nequity), pledge, encumbrance, charge, attachment,  garnishment, levy, execution,\nor other legal or equitable process,  whether voluntary or involuntary,  and any\nattempt to so anticipate,  alienate,  sell, transfer,  assign, pledge, encumber,\ncharge,  attach,  garnish,  levy,  or  execute  or  enforce  any other  legal or\nequitable  process  against  the same shall be void,  nor shall any such  right,\ninterest,  distribution,  or  payment be in any way liable for or subject to the\ndebts, contracts,  liabilities,  engagements, or torts of any person entitled to\nsuch  right,  interest,   distribution,   or  payment.  If  any  Participant  or\nBeneficiary is adjudicated bankrupt or purports to anticipate,  alienate,  sell,\ntransfer,  assign,  pledge,  encumber,  or  charge  any  such  right,  interest,\ndistribution,  or payment, voluntarily or involuntarily,  or if any action shall\nbe taken which is in violation of the  provisions of the  immediately  preceding\nsentence,  the  Committee  may hold or apply or cause to be held or applied such\nright,  interest,  distribution,  or payment  or any part  thereof to or for the\nbenefit of such  Participant  or  Beneficiary in such manner as is in accordance\nwith  applicable  law.  In  addition,  a  Participant's  benefits  may be offset\npursuant to a judgment, order, or decree issued (or settlement agreement entered\ninto) if and to the extent that such  offset is  permissible  or required  under\nCode Section 401(a)(13).\n\n         Notwithstanding  the above,  the Committee and the Trustee shall comply\nwith any domestic  relations  order (as defined in Section  414(p)(1)(B)  of the\nCode) which is a qualified  domestic relations order satisfying the requirements\nof Section 414(p) of the Code. The Committee shall establish  procedures for (a)\nnotifying  Participants and alternate payees who have or may have an interest in\nbenefits which are the subject of domestic  relations  orders,  (b)  determining\nwhether such domestic  relations orders are qualified  domestic relations orders\nunder  Section  414(p)  of the Code,  and (c)  distributing  benefits  which are\nsubject to qualified domestic relations orders.\n\n         16.3 Payment to Minors and Others. If the Committee determines that any\nperson entitled to a distribution or payment from the Trust Fund is an infant or\nincompetent or is unable to care for his affairs by reason of physical or mental\ndisability,  it may cause all distributions or payments  thereafter becoming due\nto  such  person  to be made  to any  other  person  for  his  benefit,  without\nresponsibility  to follow the  application  of payments so made.  Payments  made\npursuant to this provision shall completely  discharge the Company, the Trustee,\nand the Committee  with respect to the amounts so paid. No person shall have any\nrights under the Plan with respect to the Trust Fund,  or against the Trustee or\nany Employing Company, except as specifically provided herein.\n\n         16.4  Source of  Benefits.  The Trust Fund  established  under the Plan\nshall  be the  sole  source  of the  payments  or  distributions  to be  made in\naccordance  with the Plan.  No person  shall have any rights under the Plan with\nrespect to the Trust  Fund,  or against the  Trustee or any  Employing  Company,\nexcept as specifically provided herein.\n\n         16.5 Unclaimed  Benefits.  If the Committee is unable,  within five (5)\nyears after any distribution becomes payable to a Participant or Beneficiary, to\nmake or direct payment to the person  entitled  thereto  because the identity or\nwhereabouts of such person cannot be ascertained, notwithstanding the mailing of\ndue notice to such person at his last known  address as indicated by the records\nof  either  the  Committee  or his  Employing  Company,  then  such  benefit  or\ndistribution will be disposed of as follows:\n\n                  (a)      If the  whereabouts of the  Participant is unknown to\n         the Committee,  distribution  will be made to the Participant's\n         Beneficiary or Beneficiaries.\n\n                  Payment to such one or more persons shall completely discharge\n         the Company, the Trustee, and the Committee with respect to the amounts\n         so paid.\n\n                  (b) If none of the  persons  described  in (a)  above,  can be\n         located, then the benefit payable under the Plan shall be forfeited and\n         shall be  applied to reduce  future  Employer  Matching  Contributions.\n         Notwithstanding   the  foregoing   sentence,   such  benefit  shall  be\n         reinstated if a claim is made by the Participant or Beneficiary for the\n         forfeited benefit.\n\n         16.6  Governing  Law. The provisions of the Plan and the Trust shall be\nconstrued,  administered,  and enforced in accordance with the laws of the State\nof  Georgia,  except to the extent  such laws are  preempted  by the laws of the\nUnited States.\n\n\n\n\n\n\n         IN WITNESS  WHEREOF,  the  Company  has  caused  this  Southern  Energy\nResources  Bargaining  Unit Employee  Savings Plan  effective as of December 19,\n2000, to be executed this _______ day of December, 2000.\n\n\n                                   SOUTHERN ENERGY RESOURCES, INC.\n\n                                   By:__________________________________________\n\n                                   Its:_________________________________________\n\nATTEST:\n\nBy:__________________________________________________\n\nIts:_________________________________________________\n\n\n\n\n\n                        APPENDIX A - EMPLOYING COMPANIES\n                        --------------------------------\n\n              The Employing Companies as of December 19, 2000 are:\n\n                         Southern Energy Resources, Inc.\n                       Southern Energy PJM Management, LLC\n\n\n\n\n\n\n                         APPENDIX B - ELIGIBLE EMPLOYEES\n                         -------------------------------\n\nSubject to the  additional  requirements  of Section 2.19 of the Plan,  eligible\nemployees are as follows:\n\n                Employees of Southern Energy PJM Management, LLC\n\n\n\n                                   SCHEDULE A\n\n                                 PEPCO EMPLOYEES\n\n         Notwithstanding  any  provisions  of  this  Plan to the  contrary,  the\nprovisions of this Schedule A shall apply to members of Local Union #1900 of the\nInternational Brotherhood of Electrical Workers who (i) were employed by Potomac\nElectric Power Company (\"Pepco\") immediately preceding, and hired by the Company\nor an Affiliated  Employer  immediately  following,  the  acquisition  of all or\nsubstantially  all the assets of certain power  generating  facilities  owned by\nPepco (the  \"Facilities\")  (the  \"Transferred  Employees\")  or (ii) are hired by\nSouthern Energy PJM Management, LLC after the acquisition of the Facilities (the\n\"PJM  Employees\")   (the  Transferred   Employees  and  the  PJM  Employees  are\ncollectively  referred to herein as the \"Pepco Employees\").  Notwithstanding the\nforegoing,  the term \"Transferred Employees\" shall not include any Employee who,\nas of the date of acquisition of the Facilities  (the \"Pepco  Effective  Date\"),\nhas given written notice to Pepco of his intent to retire from active employment\nwith Pepco, and who actually  retires under the terms of the General  Retirement\nPlan for Employees of Potomac  Electric Power Company on or before  December 31,\n2000; such Employees shall be deemed to be \"PJM Employees\" hereunder.\n\n         A.1 Hours of Service.  For all purposes under the Plan, for Transferred\nEmployees  only,  Hours of Service shall  include all hours of service  credited\nunder the PEPCO  Retirement  Savings Plan for  Bargaining  Unit  Employees  (the\n\"Pepco Plan\") to any Transferred Employee as of the Pepco Effective Date.\n\n         A.2 Years of Service.  For all purposes under the Plan, for Transferred\nEmployees  only,  Years of Service shall  include all years of service  credited\nunder the Pepco Plan to any Transferred Employee as of the Pepco Effective Date.\n\n         A.3      Eligible Employees.\n                 \no                     Each  Transferred  Employee who was a  participant  in the\n                      Pepco Plan on the Pepco  Effective  Date shall be eligible\n                      to participate in the Plan as of the Pepco Effective Date.\n\no                     Each other Pepco  Employee,  except one who is  classified\n                      (in the sole  discretion  of the Company,  pursuant to its\n                      normal  practices)  as a  \"Temporary  Employee,\"  shall be\n                      eligible   to   participate   in  the   Plan  as  soon  as\n                      administratively   practicable   following   the  date  he\n                      completes his initial Hour of Service.\n\n         A.4      Rate of Elective Employer Contributions (Section 4.1).\n                 \no        1% to 19% of Compensation\n\n\n\n\n\n\n\n         A.5      Rate of Voluntary Participant Contributions (Section 4.6).\n                 \no        1% to 19% of Compensation\n\n         A.6      Rate of Employer Matching Contributions (Section 5.1).\n                 \no Pepco  Employees  are  eligible to receive an Employer  Matching  Contribution\ncommencing upon participation. o The rate of Employer Matching Contributions for\nPepco Employees shall be equal to forty percent (40%) of Elective Employer\nContributions and Voluntary Participant Contributions during  each  payroll\nperiod, but such Employer  Matching  Contributions  shall  not  exceed  six\npercent (6%) of Compensation for such payroll period.  If, as  determined  as of\nthe  end of a Plan Year, a Pepco Employee received Employer Matching\nContributions of less than six  percent  (6%) of his  Compensation  for the Plan\nYear because of  limitations  imposed on a payroll  period basis, the Employing\nCompany  may  make  an  additional Employer  Matching  Contribution on behalf of\nsuch Pepco Employee,  not  to  exceed  six  percent (6%) of his Compensation for\nthe Plan Year.\n\n         A.7 Vesting of Employer Matching  Contributions  (Section 10.2).  Pepco\nEmployees  shall be  one-hundred  percent  (100%) vested in the portion of their\nAccount attributable to Employer Matching Contributions.\n\n         A.8  Acceptance  of  Trust-to-Trust  Transfer.  The Plan  may  accept a\ntrust-to-trust  transfer of an account from the Pepco Plan for each  Participant\nwho is a Pepco Employee and who elects on a form  acceptable to the Committee to\nmake such a transfer.  Such account shall be known as the  Participant's  \"Pepco\nTransferred  Account\" and shall be subject to the  requirements of this Schedule\nA.\n\no                     The portion of the Transferred Account attributable to the\n                      Pre-Tax  Contribution  Account, as that term is defined in\n                      the Pepco  Plan,  shall be  treated as  Elective  Employer\n                      Contributions under this Plan.\n\no                     The portion of the Transferred Account attributable to the\n                      After-Tax Contribution Account, as that term is defined in\n                      the Pepco Plan, shall be treated as Voluntary  Participant\n                      Contributions under this Plan.\n\no                     The   portion  of  the   Transferred   Account   which  is\n                      attributable to the Matching Contribution Account, as that\n                      term is  defined  in the Pepco  Plan,  shall be treated as\n                      Employer  Matching  Contributions  under this Plan, except\n                      the  Participant may direct the investment of such amounts\n                      in accordance with Section 8.2 hereof, rather than Section\n                      8.3 hereof and such Matching Contribution Account shall be\n                      one-hundred percent (100%) vested.\n\no                     The   portion  of  the   Transferred   Account   which  is\n                      attributable to the Rollover Contribution Account, as that\n                      term is  defined  in the Pepco  Plan,  shall be treated as\n                      Rollover Contributions under this Plan.\n\n         A.9  In-Service  Withdrawals  of Employer  Matching  Contributions.  In\ndetermining  the  ability of a  Participant  who is a  Transferred  Employee  to\nwithdraw Employer Matching Contributions under Section 11.1(a)(4) of the Plan, a\nParticipant shall be given credit for any participation in the Pepco Plan.\n\n         A.10 Sunset of Transferred  Pepco Stock. Any Investment Fund containing\ncommon  stock of  Pepco,  which is  transferred  to this  Plan  pursuant  to the\nprovisions  of Section 8.8,  will be  eliminated by the Committee as of the date\nwhich is five (5) years  following the Pepco  Effective  Date.  Any Pepco common\nstock which remains in a Pepco Employee's  Investment Fund on such date shall be\nreinvested as determined by the Committee.\n\n         A.11 Loans from Pepco Transferred  Accounts.  Any loans which were made\nto Pepco  Employees  pursuant  to the terms of the Pepco Plan from funds under a\nTransferred Account will be transferred to this Plan and will become loans under\nthis  Plan,  subject  to the  terms of  Section  11.7.  The  number  of loans so\ntransferred  shall not exceed  eight (8).  The  transfer of such loans,  and the\nterms and conditions  thereof,  shall be made in accordance  with the procedures\nestablished by the Committee.\n\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8237],"corporate_contracts_industries":[9534],"corporate_contracts_types":[9539,9545],"class_list":["post-38541","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-mirant-corp","corporate_contracts_industries-utilities__electric","corporate_contracts_types-compensation","corporate_contracts_types-compensation__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38541","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=38541"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38541"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38541"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38541"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}