{"id":39986,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/gapshare-gap-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"gapshare-gap-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/gapshare-gap-inc.html","title":{"rendered":"GapShare &#8211; Gap Inc."},"content":{"rendered":"<pre> \n \nUpdated January 28, 1998 \n \n \n \n \nGAPSHARE \n \n \n \n \nINTRODUCTION                                                          1 \nARTICLE I - DEFINITIONS                                               2 \nARTICLE II - ELIGIBILITY AND PARTICIPATION                           10 \nSection 2.1      Eligibility Requirements.                           10 \nSection 2.2      Participation.                                      11 \nSection 2.3      Years of Service for Eligibility Computation.       11 \nARTICLE III - CONTRIBUTIONS                                          13 \nSection 3.1      Employer Contributions.                             13 \nSection 3.2      Employee Elective Deferrals.                        13 \nSection 3.3      After-Tax Employee Contributions.                   14 \nSection 3.4      Rollover Contributions.                             14 \nSection 3.5      Trustee-to-Trustee Transfers.                       15 \nSection 3.6      Deduction Limitation.                               15 \nSection 3.7      Minimum Employer Contribution.                      15 \nARTICLE IV - 401(k) and 401(m)                                       16 \nSection 4.1      Distribution of Excess Employee Elective Deferrals. 16 \nSection 4.2      Actual Deferral Percentage Test.                    17 \nSection 4.3      Distribution of Excess Contributions.               19 \nSection 4.4      Actual Contribution Percentage Test.                20 \nSection 4.5      Distribution of Excess Aggregate Contributions.     23 \nSection 4.6      Recharacterization.                                 24 \nARTICLE V - ALLOCATIONS, VALUATION AND VESTING                       25 \nSection 5.1      Allocation of Contributions.                        25 \nSection 5.2      Participants Who Will Receive an Allocation.        25 \nSection 5.3      Allocation of Forfeitures.                          25 \nSection 5.4      Allocation Limitations.                             25 \nSection 5.5      Valuation.                                          33 \nSection 5.6      Vesting and Accrual.                                33 \nSection 5.7      Allocation of Minimum Employer Contributions.       35 \nARTICLE VI - DISTRIBUTIONS                                           37 \nSection 6.1      Distributions of Small Account Balances.            37 \nSection 6.2      Distributions While In-Service.                     37 \nSection 6.3      Distributions Upon Separation From Service.         38 \nSection 6.4      Distributions Upon Retirement.                      38 \nSection 6.5      Distributions Upon Death.                           38 \nSection 6.6      Distributions Upon Disability.                      39 \nSection 6.7      Special Beneficiary Provisions.                     40 \nSection 6.8      Consent of the Participant Required for \n                 Distributions if Account Balances Greater \n                 Than $5,000.                                        40 \nSection 6.9      Commencement of Benefits.                           41 \nSection 6.10     Required Distributions.                             42 \nSection 6.11     Special Distribution Rules for 401(k) Contributions \n                 and Qualified Non-Elective Contributions.           48 \nSection 6.12     Form of Distribution.                               48 \nSection 6.13     Trustee-to-Trustee Transfers.                       48  \nSection 6.14     Normal Form of Benefit.                             49 \nSection 6.15     Rollovers to Other Plans or IRAs.                   49 \nARTICLE VII - LOANS                                                  50 \nSection 7.1      Availability of Loans.                              50 \nSection 7.2      Amount of Loans.                                    50 \nSection 7.3      Terms of Loans.                                     50 \nARTICLE VIII - PLAN ADMINISTRATION                                   53 \nSection 8.1      Duties of the Employer.                             53 \nSection 8.2      The Committee.                                      53 \nSection 8.3      Appointment of Advisor.                             54 \nSection 8.4      Powers and Duties of the Committee.                 54 \nSection 8.5      Organization and Operation.                         55 \nSection 8.6      Claims Procedure.                                   55 \nSection 8.7      Records and Reports.                                56 \nSection 8.8      Liability.                                          57 \nSection 8.9      Reliance on Statements.                             57 \nSection 8.10     Remuneration and Bonding.                           58 \nSection 8.11     Committee Decisions Final.                          58 \nSection 8.12     Participant-Directed Investments.                   58 \nARTICLE IX - TRUST AGREEMENT                                         59 \nSection 9.1      Establishment of Trust.                             59 \nSection 9.2      Exclusive Benefit.                                  59 \nARTICLE X - AMENDMENT, TERMINATION AND MERGER                        60 \nSection 10.1     Amendment.                                          60 \nSection 10.2     Termination.                                        60 \nSection 10.3     Merger, Consolidation or Transfer.                  61 \n \n \nARTICLE XI - TOP-HEAVY PROVISIONS                                    62 \nSection 11.1     Applicability.                                      62 \nSection 11.2     Definitions.                                        62 \nSection 11.3     Minimum Allocation.                                 65 \nSection 11.4     Nonforfeitability of Minimum Allocation.            65 \nSection 11.5     Allocation Limitations.                             66 \nSection 11.6     Minimum Vesting Schedules.                          66 \nARTICLE XII - GENERAL PROVISIONS                                     67 \nSection 12.1     Governing Law.                                      67 \nSection 12.2     Power to Enforce.                                   67 \nSection 12.3     Alienation of Benefits.                             67 \nSection 12.4     Not an Employment Contract.                         67 \nSection 12.5     Discretionary Acts.                                 68 \nSection 12.6     Interpretation.                                     68 \nARTICLE XIII - SPECIAL RULES FOR PUERTO RICAN PARTICIPANTS           69 \nARTICLE XIV - SIGNATURE PAGE                                         72 \n \n \nINTRODUCTION \n \n \nPurpose. \n \nThe primary purpose of the GapShare (the \"Plan\") is to provide  \nthe Employees of Gap, Inc. and affiliates with retirement benefits  \nin recognition of the contribution of the Employees to the  \nsuccessful operation of the Employer.  The Plan is intended to be a  \nprofit sharing plan, qualified under section 401(a) of the Internal  \nRevenue Code (the \"Code\"), which permits salary deferral  \ncontributions as provided by section 401(k) of the Code; and its  \naffiliated Trust is intended to be exempt from tax under  \nsection 501(a) of the Code.  In addition, it is intended that the  \nPlan meet the applicable requirements of the Employee Retirement  \nIncome Security Act of 1974, as amended (\"ERISA\"). \n \nEffective Date. \n \nPursuant to the terms of the Plan which permit its amendment by the  \nEmployer, this document is a restatement, in its entirety, of the  \nPlan, generally effective January 1, 1998. \n \nThe terms of this document now set forth the controlling provisions  \nof the Plan for all persons who are Employees on or after the  \nEffective Date; provided, however, that to the extent required  \nunder section 411(d)(6) of the Code (and related Treasury  \nRegulations), the applicable provisions of the preceding Plan  \ndocuments are incorporated herein by reference. \n \n \n \nARTICLE I - DEFINITIONS \n \n \nThe following words and phrases, wherever capitalized, shall have  \nthe meanings set forth below, unless the context in which they  \nappear within the Plan clearly indicates otherwise: \n \nAccount(s) means the aggregate (or as otherwise specified) interest  \nof a Participant in the assets of the Trust.  Each Participant's  \ninterest will be segregated into one or more of the following  \nAccounts, which will reflect, in addition to contributions  \nallocated thereto, appropriate allocations of earnings, gains,  \nlosses and expenses of the Trust: \n \n  Employee Deferral Account.  The separate Account maintained  \nfor each Participant to which are credited his Employee  \nElective Deferrals. \n  \n  100% Vested Matching Contribution Account.  The separate  \nAccount maintained for each Participant to which are  \ncredited any 100% Vested Matching Contributions allocated  \nto him. \n  \n  Excess Matching Contribution Account.  The separate Account  \nmaintained for each Participant to which are credited any  \nExcess Matching Contributions allocated to him. \n  \n  Employer Matching Contribution Account.  The separate  \nAccount maintained for each Participant to which are  \ncredited any Employer Matching Contributions allocated to  \nhim and made in accordance with Section 3.1. \n  \n  Qualified Non-Elective Contribution Account.  The separate  \nAccount maintained for each Participant to which are  \ncredited any Qualified Non-Elective Contributions allocated  \nto him and made on his behalf in accordance with  \nSection 3.1. \n  \n  Rollover Account.  The separate Account maintained for each  \napplicable Participant to which contributions are made  \nunder Section 3.4. \n  \n  After-Tax Employee Contribution Account. The separate  \nAccount maintained for each Participant, in accordance with  \nSection 3.3, reflecting his After-Tax Employee  \nContributions. \n \nThe Administrator may, in its discretion, establish subaccounts  \nwithin each separate Account. \n \nAdministrative Delegate means one or more persons or institutions  \nto whom the Committee has delegated certain administrative  \nfunctions pursuant to a written agreement. \n \n \n \nAdministrator means the Committee designated by the Employer to  \nadminister the Plan. \n \nAffiliate means a member of a controlled group of corporations,  \nwithin the meaning of section 414(b) of the Code, which includes  \nthe Employer; a trade or business (whether or not incorporated)  \nwhich is in common control with the Employer as determined in  \naccordance with section 414(c) of the Code; or any organization  \nwhich is a member of an affiliated service group, within the  \nmeaning of section 414(m) of the Code, which includes the Employer;  \nand any other organization required to be aggregated with the  \nEmployer pursuant to section 414(o) of the Code. \n \nAfter-Tax Employee Contributions means contributions to the Plan,  \nif any, made by an Employee on an after-tax, nondeductible basis. \n \nBeneficiary means the person or persons or a trust affirmatively  \ndesignated by a Participant to receive all or a portion of such  \nParticipant's benefits in the event the Participant dies leaving  \nbenefits payable to such a Beneficiary in accordance with the  \nprovisions of Article VI. \n \nBoard means the Board of Directors of the Employer. \n \nCode means the Internal Revenue Code of 1986, as amended from time  \nto time. \n \nCommittee means the Global Benefits Committee of the Employer or  \nits designated representatives. \n \nCompensation means all of each Participant's compensation as  \ndefined in section 415(c)(3) of the Code and Treasury Regulations  \nSections 1.415-2(d)(2) and (3). \n \nNotwithstanding the above, for purposes other than allocations  \npursuant to provision(s) providing for permitted disparity and\/or  \nTop-Heavy allocations, Compensation shall be determined by  \nexcluding moving expenses. \n \nCompensation shall include only that Compensation which is actually  \npaid to the Participant during the determination period.  Except as  \nprovided elsewhere in this Plan, the determination period shall be  \nthe Plan Year. \n \nEffective for Plan Years beginning after December 31, 1988, the  \nannual Compensation of each Participant taken into account for  \npurposes of determining all benefits provided under the Plan for  \nany determination period shall not exceed $200,000 as adjusted by  \nthe Secretary at the same time and in the same manner as under  \nsection 415(d) of the Code (\"Compensation Limit\"), except that  \nthe dollar increase in effect on January 1 of any calendar year  \nshall be effective for years beginning in such calendar year.  The  \nCompensation Limit for a determination period shall be the  \nCompensation Limit in effect on the January 1 coinciding with or  \npreceding such determination period.  If Compensation is determined  \non the basis of a 12-consecutive-month period ending within the  \nPlan Year, then the applicable Compensation Limit is the  \nCompensation Limit in effect for the calendar year in which such  \n12-month period begins.  If Compensation is determined on the basis  \nof a period of less than 12 calendar months, the Compensation Limit  \nshall be the annual Compensation Limit which would otherwise be  \napplicable multiplied by the \n \n \nratio obtained by dividing by 12 the number of full months in the  \nshort period.  In determining the Compensation of a Participant for  \npurposes of the $200,000 limitation, the rules of section 414(q)(6)  \nof the Code shall apply except that, in applying such rules, the  \nterm \"family\" shall include only the Spouse of the Participant  \nand any lineal descendants of the Participant who have not attained  \nage 19 before the close of the Plan Year.  If as a result of the  \napplication of such rules the adjusted $200,000 limitation is  \nexceeded, then (except for purposes of determining the portion of  \nCompensation up to the integration level, as defined in  \nSection 5.1, if applicable) the limitation shall be prorated among  \nthe affected individuals in proportion to each such individual's  \nCompensation as determined prior to the application of this  \nlimitation.   \n \nNotwithstanding the above, effective for Plan Years beginning after  \nDecember 31, 1993, the annual Compensation Limit shall not exceed  \n$150,000, adjusted for calendar years beginning after 1994 at the  \nsame time and in the same manner as under section 415(d) of the  \nCode, but only if and when the aggregate of such potential  \nadjustments totals at least $10,000, and then only in amounts of  \n$10,000, in the manner described in section 401(a)(17) of the Code. \n \nIf Compensation for any prior determination period is taken into  \naccount in determining an Employee's allocations or benefits for  \nthe current determination period, the Compensation for such prior  \nperiod is subject to the applicable annual Compensation Limit in  \neffect for that prior period.  For this purpose, for years  \nbeginning before January 1, 1990, the applicable annual  \nCompensation Limit is $200,000. \n \nDefined Benefit Plan means a pension plan maintained by the  \nEmployer which is qualified under section 401(a) of the Code and  \nwhich is not a Defined Contribution Plan, except to the extent that  \nit maintains separate accounts with respect to which it is treated  \nas a Defined Contribution Plan. \n \nDefined Contribution Plan means a plan qualified under  \nsection 401(a) of the Code and maintained by the Employer which  \nprovides for an account for each individual who participates in the  \nplan, from which account all benefits attributable to amounts  \nallocated to each such Participant's account (and any income and  \nexpenses or gains or losses attributable to such accounts, both  \nrealized and unrealized) are paid. \n \nDisability means any medically determinable physical or mental  \nimpairment which results in an inability to engage in any  \nsubstantial gainful activity by reason thereof and which may be  \nexpected to result in death or which has lasted or can be expected  \nto last for a continuous period of not less than 12  months.  The  \npermanence and degree of such impairment must be supported by  \nmedical evidence.  Disability will be determined by a physician  \nappointed by the Administrator. \n \n \n \nEffective Date The provisions of this amendment and restatement are  \ngenerally effective January 1, 1998, except for the retroactive  \neffective dates required by the Tax Reform Act of 1986, the Omnibus  \nBudget Reconciliation Act of 1986, the Omnibus Budget  \nReconciliation Act of 1987, the Technical and Miscellaneous Revenue  \nAct of 1988, the Omnibus Budget Reconciliation Act of 1989, or any  \nfinal Regulations published and effective since the most recent  \neffective date of this Plan.  Further, to the extent the Plan was  \noperated in accordance with the provisions of this amendment and  \nrestatement as of an effective date earlier than that required by  \nlaw, such date shall be the Effective Date. \n \nEmployee means any common law Employee of the Employer or any  \nAffiliate.  The term Employee shall also include any Leased  \nEmployee deemed to be an Employee of the Employer or any Affiliate  \nas provided in section 414(n) or (o) of the Code.   \n \nEmployee Elective Deferrals means contributions to the Plan from an  \nEmployee's salary, which the Employee could have received currently  \nin Compensation. \n \nEmployer means Gap, Inc., any successor through merger,  \nconsolidation or purchase of substantially all of the assets or  \nbusiness of the entity which is the Employer immediately prior to  \nsuch succession, which successor, within 90 days after such  \nsuccession, agrees to continue this Plan; and any Affiliate which  \nadopts the Plan. \n \nEmployer Matching Contributions means those contributions made by  \nthe Employer as described under Section 3.1 which are allocated to  \nParticipants' Employer Matching Contribution Accounts, and does not  \ninclude Qualified Non-Elective Contributions (if any). \n \nERISA means the Employee Retirement Income Security Act of 1974, as  \namended from time to time. \n \nForfeitures means the nonvested portion, if any, of a Participant's  \nAccount created as a result of termination of employment by the  \nParticipant prior to the time he becomes 100 percent Vested in his  \nAccount.  A Forfeiture occurs immediately after the distribution of  \nthe entire Vested portion of a Participant's Account or the last  \nday of the Plan Year in which his 5th consecutive One-Year Break in  \nService occurs, whichever occurs earlier, or upon approval of Plan  \nAdministrator. \n \nHighly Compensated Employee means and includes active highly  \ncompensated Employees and former highly compensated Employees. \n \nAn active highly compensated Employee includes any Employee who  \nperformed service for the Employer during the Plan Year and who:   \n(1) during the preceding Plan Year received Compensation from the  \nEmployer in excess of $80,000 (as adjusted pursuant to section  \n415(d) of the Code), and, if elected by the Employer, was a member  \nof the top-paid group for such year; or (2) during the current or  \npreceding Plan Year was an owner of more than 5 percent of the  \nEmployer.  \n \n \n \nA former highly compensated Employee includes any Employee who  \nseparated (or was deemed to have separated) from service prior to  \nthe determination year, who has performed no service for the  \nEmployer during the determination year, and who was a highly  \ncompensated active Employee for either the year of his separation  \nfrom service or any determination year ending on or after the  \nEmployee's 55th birthday. \n \nThe determination of who is a Highly Compensated Employee  \n(including the determination of the number and identity of  \nEmployees in the top-paid group and the Compensation that is  \nconsidered) will be made in accordance with section 414(q) of the  \nCode and the Regulations promulgated thereunder.  For purposes of  \nthis definition, the Employer shall include any Affiliate. \n \nHour of Service means: \n \n(a) Each hour for which an Employee is paid, or entitled to  \npayment, for the performance of duties for the Employer.   \nThese hours will be credited to the Employee for the  \ncomputation period in which the duties are performed; \n  \n(b) Each hour for which an Employee is paid, or entitled to  \npayment, by the Employer on account of a period of time  \nduring which no duties are performed (irrespective of whether  \nthe employment relationship has terminated) due to vacation,  \nholiday, illness, incapacity (including Disability), layoff,  \njury duty, military duty or leave of absence.  No more than  \n501 hours of service will be credited under this paragraph  \nfor any single continuous period (whether or not such period  \noccurs in a single computation period).  Hours under this  \nparagraph will be calculated and credited pursuant to  \nsection 2530.200b-2 of the Department of Labor regulations,  \nwhich section is incorporated herein by this reference; and \n  \n(c) Each hour for which back pay, irrespective of mitigation of  \ndamages, is either awarded or agreed to by the Employer.  The  \nsame hours of service will not be credited both under  \nparagraph (a) or paragraph (b), as the case may be, and under  \nthis paragraph (c).  These hours will be credited to the  \nEmployee for the computation period or periods to which the  \naward or agreement pertains rather than the computation  \nperiod in which the award, agreement or payment is made. \n \nFor purposes of this definition, Employer includes any Affiliate.   \nHours of Service will be credited for employment with other members  \nof any affiliated service group (under section 414(m) of the Code),  \ncontrolled group of corporations (under section 414(b) of the  \nCode), or group of trades or businesses under common control (under  \nsection 414(c) of the Code) of which the adopting Employer is a  \nmember, and any other entity required to be aggregated with the  \nEmployer pursuant to section 414(o) of the Code and the Regulations  \npromulgated thereunder. \n \n \n \nHours of Service will also be credited with respect to any  \nindividual considered an Employee for purposes of this Plan under  \nsection 414(n) of the Code and the Regulations promulgated  \nthereunder. \n \nHours of Service will be credited for all employment with the  \nEmployer regardless of whether the Employee was at the time an  \neligible Employee. \n \nService will be determined on the basis of the actual hours for  \nwhich an Employee is paid or entitled to payment. \n \nLate Retirement Date means the date, occurring after Normal  \nRetirement Age, on which an Employee actually retires from  \nemployment with the Employer. \n \nLeased Employee means any person (other than an Employee of the  \nEmployer) who, pursuant to an agreement between the Employer and  \nany other person (the \"leasing organization\"), has performed  \nservices for the Employer (or for the Employer and related persons  \ndetermined in accordance with section 414(n)(6) of the Code) on a  \nsubstantially full time basis for a period of at least one year,  \nand such services are of a type historically performed by Employees  \nin the business field of the Employer.  Contributions or benefits  \nprovided to a Leased Employee by the leasing organization which are  \nattributable to services performed for the Employer shall be  \ntreated as provided by the Employer. \n \nA Leased Employee shall not be considered an Employee of the  \nEmployer if (i) such Employee is covered by a money purchase  \npension plan maintained by the leasing organization providing:   \n(a) a non-integrated employer contribution rate of at least  \n10 percent of Compensation, as defined in section 415(c)(3) of the  \nCode, but including amounts contributed pursuant to a salary  \nreduction agreement which are excludable from the Employee's gross  \nincome under section 125, section 402(e)(3), section 402(h) or  \nsection 403(b) of the Code, (b) immediate participation, and  \n(c) full and immediate vesting; and (ii) Leased Employees do not  \nconstitute more than 20 percent of the Employer's non-highly  \ncompensated workforce. \n \nMinimum Employer Contributions means contributions made by the  \nEmployer in accordance with the provisions of Section 3.7. \n \nNon-Highly Compensated Employee means an Employee who is not a  \nHighly Compensated Employee. \n \nNormal Retirement Age means age 60. \n \nOne-Year Break in Service means a 12-consecutive-month period  \nduring which the Participant does not complete more than 500 Hours  \nof Service. \n \nSolely for purposes of determining whether a One-Year Break in  \nService has occurred for participation and vesting purposes, an  \nindividual who is absent from work for maternity or paternity  \nreasons shall receive credit for the Hours of Service which would  \notherwise have been credited to such individual but for such  \nabsence, or in any case in which such hours cannot be determined,  \neight Hours of Service per day of such absence, to a maximum of  \n501 Hours of \n \n \nService for any one child-related absence.  For purposes of this  \nparagraph, an absence from work for maternity or paternity reasons  \nmeans an absence: (1) by reason of the pregnancy of the individual;  \n(2) by reason of a birth of a child of the individual; (3) by  \nreason of the placement of a child with the individual in  \nconnection with the adoption of such child by such individual; or  \n(4) for purposes of caring for such child for a period beginning  \nimmediately following such birth or placement.  The Hours of  \nService credited under this paragraph shall be credited in the  \ncomputation period in which the absence begins if necessary to  \nprevent a One-Year Break in Service in that period or, in all other  \ncases, in the next following computation period. \n \nParticipant means an Employee of the Employer who participates in  \nthe Plan pursuant to Article II; a former Employee who participated  \nin the Plan under Article II and who continues to be entitled to a  \nVested benefit under the Plan; or a former Employee who  \nparticipated in the Plan under Article II, and who has not yet  \nincurred a One-Year Break in Service.  For purposes of  \nSection 6.15, \"Participant\" shall include a former Participant,  \nas well as a former Participant's Surviving Spouse and  \nParticipant's or former Participant's Spouse or former Spouse who  \nis the alternate payee under a qualified domestic relations order  \nas defined in section 414(p) of the Code (who shall be deemed  \nParticipants with respect to such Spouse's interest under the  \nPlan). \n \nPlan means the GapShare, as set forth herein. \n \nPlan Year means the 12-consecutive-month period which begins on  \nJanuary 1 and on each anniversary thereof. \n \nRegulations means the Treasury regulations pertaining to the  \nInternal Revenue Code of 1986, as amended from time to time. \n \nRequired Distributions shall be as described in Section 6.10 of the  \nPlan. \n \nSpouse means the spouse or surviving spouse of the Participant,  \nprovided that a former Spouse shall be treated as the spouse or  \nsurviving spouse to the extent provided under a \"qualified  \ndomestic relations order\" as defined in section 414(p) of the  \nCode. \n \nTop-Heavy shall have the meaning and effect described in Article XI  \nof the Plan. \n \nTrust means the Trust as established under Article IX and  \nmaintained for purposes of the Plan which is administered by the  \nTrustee in accordance with the provisions of the agreement of Trust  \nbetween the Employer and the Trustee.  If the Trust is governed by  \na separate agreement entered into between the Employer and the  \nTrustee (which shall be incorporated by reference herein and become  \npart of the Plan) to the extent the terms of such Trust agreement  \nconflict with the Plan, the terms of such Trust agreement will  \ncontrol except to the extent that it is necessary to follow the  \nterms of the Plan in order to maintain the qualified status of the  \nPlan under section 401(a) of the Code. \n \n \n \nTrustee means the party or parties named under the Trust who shall  \nhave exclusive authority and discretion to manage and control the  \nassets of the Plan.  Notwithstanding the above, to the extent the  \nPlan expressly provides, the Trustee shall be subject to the  \ndirection of the Committee and\/or Investment Manager. \n \nTrust Fund means all money and other property received or held by  \nthe Trustee under the Trust, plus all income and gains and minus  \nall losses, expenses, and distributions chargeable to the Trust  \nassets. \n \nValuation Date means any day on which the New York Stock Exchange  \nis open for business. \n \nVested means nonforfeitable. \n \nYear of Service means a 12-consecutive-month period during which an  \nEmployee is credited with at least 1,000 Hours of Service.  If a  \nfractional Year of Service is used in the Plan, there will be no  \nHours of Service requirement. \n \n \nARTICLE II - ELIGIBILITY AND PARTICIPATION \n \n \nSection 2.1     Eligibility Requirements. \n \n(a) Only Employees of the Employer will be eligible to  \nparticipate in the Plan. \n  \n(b) Employees become eligible to participate in the Plan upon  \nattainment of age 21 and completion of one Year of Service. \n  \n Employees become eligible to make Employee Elective Deferrals  \nunder the Plan upon attainment of age 21 and completion of  \none Year of Service. \n  \n(c) Notwithstanding any other provision of this Article II, all  \nEmployees and former Employees who are Participants in the  \nPlan as of the date immediately preceding the Effective Date  \nof this amendment and restatement and who then have an  \nAccount balance (whether or not nonforfeitable) shall  \ncontinue their participation in the Plan as restated.  A  \nformer Employee who was a Participant in the Plan and who  \neither did or did not receive a distribution of his entire  \nnonforfeitable Account balance on account of termination of  \nemployment may become eligible to participate in the Plan  \nupon reemployment. \n  \n(d) Notwithstanding any other provision of this Plan, Employees  \nincluded within the following described classification(s) are  \nexcluded from participation in this Plan: \n  \n(1) Employees in a unit of employees covered by a  \ncollective bargaining agreement between the Employer  \nand employee representatives, if retirement benefits  \nwere the subject of good faith bargaining and if two  \npercent or less of the Employees of the Employer who  \nare covered pursuant to that agreement are  \nprofessionals as defined in section 1.410(b)-9(g) of  \nthe Regulations.  For this purpose, the term \"employee  \nrepresentatives\" does not include any organization  \nmore than half of whose members are Employees who are  \nowners, officers, or executives of the Employer. \n  \n(2) Employees who are nonresident aliens (within the  \nmeaning of section 7701(b)(1)(B) of the Code) and who  \nreceive no earned income  \n(within the meaning of section 911(d)(2) of the Code)  \nfrom the Employer which constitutes income from sources  \nwithin the United States within the meaning of  \nsection 861(a)(3) of the Code. \n  \n \n \n(3) Employees who are employed in a foreign country;  \nprovided that this exclusion shall not apply to an  \nemployee who is temporarily transferred to employment  \nwith an employer in a foreign country and who is a  \ncitizen or a resident alien of the United States at the  \ntime of such transfer. \n  \n(4) Any individual who is paid through the accounts payable  \nsystem for services rendered, rather than an employer's  \nregular payroll system and any individual who has a  \nwritten agreement with an employer that he or she will  \nnot be covered by the employer's benefit plans. \n \nSection 2.2     Participation. \n \nAn Employee will begin participation in the Plan on the first day  \nof the first pay period following satisfaction of the eligibility  \nrequirements set forth in Section 2.1 above.  \n \nFor purposes of Employee Elective Deferrals, an eligible non- \nexcluded Employee will begin participation in the Plan on the first  \nday of the first pay period following satisfaction of the  \neligibility requirements set forth in Section 2.1 above. \n \nSection 2.3     Years of Service for Eligibility Computation. \n \n(a) For purposes of determining Years of Service and One-Year  \nBreaks in Service for purposes of establishing eligibility to  \nparticipate in the Plan, the initial eligibility computation  \nperiod shall be the 12-consecutive-month period beginning on  \nthe date on which the Employee first performs an Hour of  \nService for the Employer or an Affiliate (\"employment  \ncommencement date\"). \n  \n(b) The succeeding 12-consecutive-month eligibility computation  \nperiods shall commence with the first Plan Year which  \nincludes the first anniversary of the Employee's employment  \ncommencement date, regardless of whether the Employee is  \nentitled to be credited with 1,000 Hours of Service during  \nthe initial eligibility computation period.  An Employee who  \nis credited with service in both the initial eligibility  \ncomputation period (described above) and the first Plan Year  \nwhich commences prior to the first anniversary of the  \nEmployee's initial eligibility computation period will be  \ncredited with two Years of Service for purposes of  \neligibility to participate. \n  \n(c) Years of Service and One-Year Breaks in Service will be  \nmeasured by the same eligibility computation period. \n  \n \n \n(d) All Years of Service with the Employer or an Affiliate will  \nbe credited for purposes of determining eligibility except  \nthe following: \n  \n(1) If an Employee has a One-Year Break in Service before  \nsatisfying the eligibility requirements of the Plan,  \nservice before such Break will not be taken into  \naccount.   \n  \n(2) In the case of any Participant whose employment with  \nthe Employer terminates and who subsequently is  \nreemployed by the Employer, regardless of whether the  \nEmployee has incurred a One-Year Break in Service, such  \nEmployee will participate immediately upon returning to  \nemployment. \n  \n(e) In the event a Participant is no longer a member of an  \neligible class of Employees and becomes ineligible to  \nparticipate but has not incurred a One-Year Break in Service,  \nsuch Employee will participate immediately upon again  \nbecoming a member of an eligible class of Employees.  If such  \nParticipant incurs a One-Year Break in Service, eligibility  \nwill be determined according to the break in service rules of  \nthe Plan otherwise described in this Section 2.3. \n  \nAn Employee who has not been, but who becomes a member of an  \neligible class of Employees shall participate in the Plan  \nimmediately upon becoming a member of such class if such  \nEmployee has satisfied the minimum age and service  \nrequirements necessary to become a Participant under the  \nPlan. \n \n \n \nARTICLE III - CONTRIBUTIONS \n \n \nSection 3.1     Employer Contributions. \n \nEmployer Matching Contributions: \n \nFor each Plan Year the Employer may make an Employer Matching  \nContribution to the trust based on After-Tax Employee Contributions  \nand Employee Elective Deferrals.  The amount of the Employer  \nMatching Contributions shall be determined for each Plan Year by  \nthe Employer, but shall not be based on more than four percent of  \nParticipant's Compensation for the Plan Year. \n \nQualified Non-Elective Contributions: \n \nAt the discretion of the Employer, Qualified Non-Elective  \nContributions may be made which may be used for purposes of  \nensuring that the Plan complies with the nondiscrimination tests of  \nsections 401(k) or 401(m) of the Code and the Regulations  \npromulgated thereunder.  Qualified Non-Elective Contributions may  \nbe made with respect to only those Participants who are Non-Highly  \nCompensated Employees in the same dollar amount or the same  \npercentage of Compensation for each until the non-discrimination  \ntests of sections 401(k) and\/or 401(m) of the Code are met. \n \nSection 3.2     Employee Elective Deferrals. \n \nEach Plan Year, each Participant may elect to defer between 2 and  \n16 percent of Compensation (Employee Elective Deferrals) which will  \nbe contributed by the Employer to the Plan.  New Participants may  \ncommence deferrals as specified in Section 2.2.  A Participant may  \nchange his election or make a new election as of any business day.   \nNotification must be given to the Plan Administrator or its  \ndesignee by a Participant prior to the first pay period affected by  \na modification. \n \nIn addition, a Participant may cease to have Employee Elective  \nDeferrals made as of any payroll period if notice is given to the  \nPlan Administrator or its designee prior to such date.  The Plan  \nAdministrator may reduce or completely prohibit Employee Elective  \nDeferrals at any time if the Administrator determines such action  \nis necessary to ensure compliance with section 401(k), 402(g), or  \n415 of the Code. \n \n \n \nEmployee Elective Deferrals under this and all other qualified  \nplans maintained by the Employer may not be made on behalf of any  \nParticipant during any taxable year to the extent such would exceed  \nthe dollar limitation of section 402(g) of the Code in effect at  \nthe beginning of the taxable year ($7,000 as adjusted for cost of  \nliving). \n \nSection 3.3     After-Tax Employee Contributions. \n \nEach Plan Year, each Participant may elect to defer between 2 and  \n21 percent of Compensation on an after-tax basis (After-Tax  \nEmployee Contributions).  After-Tax Employee Contributions are  \npermitted on a nondiscriminatory basis as determined by the  \nAdministrator. \n \nSection 3.4     Rollover Contributions. \n \n(a) An Employee, who is eligible to participate in the Plan under  \nSection 2.1, regardless of whether he has satisfied the  \nParticipation requirements of Section 2.2, may roll over into  \nthe Plan an eligible rollover distribution (as defined in  \nsection 402(c) of the Code) from another qualified plan, or  \nfrom an individual retirement account in the manner described  \nin section 408(d)(3)(A)(ii) of the Code.  If such rollover is  \nnot a direct transfer as described in section 401(a)(31) of  \nthe Code, it must be received by the Plan within 60 days of  \nthe date it was received by the Participant from the  \ndistributing qualified plan or individual retirement account. \n  \n(b) The Plan Administrator shall develop such procedures, and may  \nrequire such information from an Employee desiring to make  \nsuch a rollover, as he deems necessary or desirable to  \ndetermine that the proposed rollover will meet the  \nrequirements of this Section.  Upon approval by the Plan  \nAdministrator, the amount rolled over shall be deposited in  \nthe Trust and shall be credited to the Employee's Rollover  \nAccount.  Such Account shall share in allocations of  \nearnings, losses and expenses of the Trust Fund, but shall  \nnot share in allocations of Employer contributions.  The  \nEmployee's Rollover Account shall be distributed in  \naccordance with Article VI. \n  \n(c) In the event of a rollover contribution on behalf of an  \nEmployee who is otherwise eligible to participate in the Plan  \nbut who has not yet satisfied the participation requirements  \nof Section 2.2, such Employee's Rollover Account shall  \nrepresent his sole interest in the Plan until he becomes a  \nParticipant. \n \n \n \nSection 3.5     Trustee-to-Trustee Transfers. \n \n(a) Subject to Plan Administrator approval, an Employee, not  \nexcluded from participation in the Plan, regardless of  \nwhether he has satisfied any age and service requirements for  \nparticipation, may cause assets from the qualified plan of a  \nprior employer to be transferred directly by the trustee of  \nsuch plan to the Trustee of this Plan. \n  \n(b) A direct rollover as described in Section 6.15 shall not  \nconstitute a trustee-to-trustee transfer for purposes of the  \nPlan. \n \nSection 3.6     Deduction Limitation. \n \nEmployer contributions made with respect to any Plan Year under  \nthis Article III are conditioned upon such contributions being  \ndeductible by the Employer for such Plan Year under section 404 of  \nthe Code. \n \nSection 3.7     Minimum Employer Contribution. \n \nMinimum Employer Contribution \n \nFor each Plan Year, the Employer shall make contributions to the  \nPlan in the form of employer contributions, in cash or stock, at  \nleast equal to a specified dollar amount, on behalf of those  \nindividuals who are entitled to an allocation under Section 5.7.   \nSuch amount shall be determined by the Employer, or its delegatee,  \nby appropriate action on or before the last day of the Employer's  \ntaxable year that ends within such Plan Year. \n \nThe Minimum Employer Contribution for a Plan Year shall be paid by  \nthe Employer in one or more installments without interest.  The  \nMinimum Employer Contribution shall be deemed to be satisfied for  \nthe Plan Year as soon as the total of \"employer contributions\"  \nfor the Plan Year equals the amount of the Minimum Employer  \nContribution.  For purposes of this Section 3.7, \"employer  \ncontributions\" means employer contributions, as defined under  \nsection 404 of the Code, including, but not limited to, Employee  \nElective Deferrals and Employer Matching Contributions.  The  \nEmployer shall pay the Minimum Employer Contribution at any time  \nduring the Plan Year, and for purposes of deducting such  \ncontribution, shall make the contribution not later than the time  \nprescribed by the Code for filing the Employer's Federal income tax  \nreturn including extensions, for its taxable year that ends within  \nsuch Plan Year.  Notwithstanding any provision of the Plan to the  \ncontrary, the Minimum Employer Contribution made to the Plan by the  \nEmployer shall not revert to, or be returned to, the Employer. \n \n \nARTICLE IV - 401(k) and 401(m) \n \n \nSection 4.1     Distribution of Excess Employee Elective  \nDeferrals. \n \n(a) Excess Employee Elective Deferrals shall be distributed in  \naccordance with the provisions of this Section 4.1. Excess  \nEmployee Elective Deferrals are those elective deferrals that  \nare includible in a Participant's gross income because they  \nexceed the dollar limitation ($7,000 as adjusted for cost of  \nliving) imposed under Code section 402(g).  Excess Employee  \nElective Deferrals shall be treated as Annual Additions under  \nthe Plan, except to the extent they are distributed on or  \nbefore the April 15 first following the close of a  \nParticipant's tax year.  \n  \n(b) A Participant may attribute to this Plan any excess Employee  \nElective Deferrals made during a taxable year of the  \nParticipant by notifying the Plan Administrator, through  \nactual or deemed notification, on or before March 1 following  \nthe calendar year when the excess Employee Elective Deferrals  \nare made of the amount of the excess Employee Elective  \nDeferrals to be attributed to the Plan. A Participant will be  \ndeemed to have notified the Plan Administrator of any excess  \nEmployee Elective Deferrals which exist when only those  \nelective deferrals made to this Plan and any other plan(s)  \nmaintained by the Employer are taken into account. \n  \n(c) Notwithstanding any other provision of the Plan, excess  \nEmployee Elective Deferrals, plus any income and minus any  \nloss allocable thereto, shall be distributed no later than  \nApril 15 to any Participant to whose Account excess Employee  \nElective Deferrals were attributed for the preceding year and  \nwho claims excess Employee Elective Deferrals for such  \ntaxable year.  With respect to any taxable year, a  \nParticipant's Employee Elective Deferrals are the sum of all  \nEmployer contributions made on behalf of such Participant  \npursuant to an election to defer under any qualified cash or  \ndeferred arrangement as described in section 401(k) of the  \nCode, any simplified employee pension cash or deferred  \narrangement as described in section 402(h)(1)(B) of the Code,  \nany eligible deferred compensation plan under section 457 of  \nthe Code, any plan described under section 501(c)(18) of the  \nCode, and any Employer contributions made on the behalf of a  \nParticipant for the purchase of an annuity contract under  \nsection 403(b) of the Code pursuant to a salary reduction  \nagreement, but shall not include amounts distributed pursuant  \nto the provisions of Section 5.4(a)(3) of this Plan. \n  \n \n \n(d) Excess Employee Elective Deferrals shall be adjusted for any  \nincome or loss during the Plan Year.  The income or loss  \nallocable to excess Employee Elective Deferrals is the income  \nor loss allocable to the Participant's Employee Deferral  \nAccount for the taxable year multiplied by a fraction, the  \nnumerator of which is such Participant's excess Employee  \nElective Deferrals for the year and the denominator is the  \nParticipant's Account balance attributable to Employee  \nElective Deferrals without regard to any income or loss  \noccurring during such taxable year. \n \nSection 4.2     Actual Deferral Percentage Test. \n \n(a) For each Plan Year, the Actual Deferral Percentage (ADP) for  \nParticipants who are Highly Compensated Employees must bear a  \nrelationship to the ADP for Participants who are Non-Highly  \nCompensated Employees which satisfies either of the following  \ntests for nondiscrimination: \n  \n(1) The ADP for Participants who are Highly Compensated  \nEmployees is not more than the ADP for Participants who  \nare Non-Highly Compensated Employees multiplied by  \n1.25; or \n  \n(2) The ADP for Participants who are Highly Compensated  \nEmployees is not more than the ADP for Participants who  \nare Non-Highly Compensated Employees multiplied by two,  \nand the ADP for Participants who are Highly Compensated  \nEmployees does not exceed the ADP for Participants who  \nare Non-Highly Compensated Employees by more than two  \npercentage points. \n  \n Actual Deferral Percentage means, for a specified group of  \nParticipants for a Plan Year, the average of the ratios  \n(calculated separately for each Participant in such group) of  \n(i) the amount of Employer contributions actually paid over  \nto the Trust on behalf of such Participant for the Plan Year  \nto (ii) the Participant's Compensation for such Plan Year.   \nEmployer contributions on behalf of any Participant shall  \ninclude: (i) any Employee Elective Deferrals made pursuant to  \nthe Participant's deferral election, including excess  \nEmployee Elective Deferrals of Highly Compensated Employees,  \nbut excluding (A) Excess Employee Elective Deferrals by Non- \nHighly Compensated Employees which are attributable solely to  \nEmployee Elective Deferrals made under the Plan or any other  \nplan(s) of the Employer and (B) Employee Elective Deferrals  \nthat are taken into account in the Contribution Percentage  \ntest (provided the ADP test is satisfied both with and  \nwithout exclusion of these Employee Elective Deferrals); and  \n(ii) at the election of the Employer, Qualified Non-Elective  \nContributions and Qualified Matching Contributions made  \neither to the Plan or another plan of the Employer qualified  \nunder section 401(a).  For purposes of computing Actual  \nDeferral Percentages, any Employee who would be a \n \n \nParticipant but for the failure to make Employee Elective  \nDeferrals shall be treated as a Participant on whose behalf  \nno Employee Elective Deferrals are made. Compensation may be  \nlimited to that which is received for the period the Employee  \nis a Participant. \n  \n(b) The ADP for any Participant who is a Highly Compensated  \nEmployee for the Plan Year shall be determined by aggregating  \nhis employee elective deferrals in all plans maintained by  \nthe Employer.  If a Highly Compensated Employee participates  \nin two or more cash or deferred arrangements having different  \nplan years, all cash or deferred arrangements ending with or  \nwithin the same calendar year shall be treated as a single  \narrangement. Notwithstanding the above, any plans required to  \nbe mandatorily segregated pursuant to Regulations promulgated  \nunder section 401(k) of the Code shall not be aggregated for  \npurposes of this Section 4.2. \n  \n(c) In the event that this Plan satisfies the requirements of  \nsections 401(k), 401(a)(4), or 410(b) of the Code only if  \naggregated with one or more other plans, or if one or more  \nother Plans satisfy the requirements of such sections of the  \nCode only if aggregated with this Plan, then this Section  \nshall be applied by determining the ADP of Employees as if  \nall such plans were a single plan.  For Plan Years beginning  \nafter December 31, 1989, plans may be aggregated in order to  \nsatisfy section 401(k) of the Code only if they have the same  \nPlan Year. \n  \n(d) For purposes of determining the ADP of a Participant who is a  \n5-percent owner or one of the ten most highly paid Highly  \nCompensated Employees, the Employee Elective Deferrals (and  \nQualified Non-Elective Contributions or Qualified Matching  \nContributions, or both, if treated as Employee Elective  \nDeferrals for purposes of the ADP test) and Compensation of  \nsuch Participant shall include, respectively, the Employee  \nElective Deferrals (and, if applicable, Qualified Non- \nElective Contributions and Qualified Matching Contributions,  \nor both) and Compensation for the Plan Year of family members  \n(as defined in section 414(q)(6) of the Code).  Such family  \nmembers shall be disregarded as separate Employees in  \ndetermining the ADP both for Participants who are Non-Highly  \nCompensated Employees and for Participants who are Highly  \nCompensated Employees. \n  \n(e) In order to be considered for purposes of performing the ADP  \ntest(s), Employee Elective Deferrals, Qualified Non-Elective  \nContributions and Qualified Matching Contributions must be  \nmade before the last day of the twelve-month period  \nimmediately following the Plan Year to which such  \ncontributions relate. \n  \n(f) The Employer shall maintain annual records sufficient to  \ndemonstrate satisfaction of the ADP test and identify the  \namount of Qualified Non-Elective Contributions or Qualified  \nMatching Contributions, or both, used in such test. \n  \n \n \n(g) The determination and treatment of the amounts considered in  \ndetermining the ADP with respect to each Participant shall  \nsatisfy such other requirements as may be prescribed by the  \nSecretary of the Treasury. \n \nSection 4.3     Distribution of Excess Contributions. \n \n(a) Discriminatory Employee Elective Deferrals (Excess  \nContributions) are, with respect to any Plan Year, the excess  \nof: \n  \n(1) The aggregate amount of Employer contributions actually  \ntaken into account in computing the ADP of Highly  \nCompensated Employees for such Plan Year, over \n  \n(2) The maximum amount of such contributions permitted  \npursuant to the ADP test described under Section 4.2(a)  \n(determined by reducing contributions made on behalf of  \nHighly Compensated Employees in order, beginning with  \nthe contributions made on behalf of the Employee with  \nthe highest ADP). \n  \n(b) Notwithstanding any other provision of this Plan, Excess  \nContributions, plus any income and minus any loss allocable  \nthereto, shall be distributed no later than the last day of  \neach Plan Year to Participants to whose Accounts such Excess  \nContributions were allocated for the preceding Plan Year.   \nSuch distributions shall be made to Highly Compensated  \nEmployees on the basis of the respective portions of the  \nExcess Contributions attributable to each of such Employees,  \ncalculated as described above.  Excess Contributions shall be  \nallocated to Participants who are subject to the family  \nmember aggregation rules of section 414(q)(6) of the Code in  \nproportion to the Employee Elective Deferrals (and amounts  \ntreated as Employee Elective Deferrals) of each family member  \nwhose Employee Elective Deferrals are included in the  \ncombined ADP. Excess Contributions (including any amounts  \nrecharacterized as After-Tax Employee Contributions as  \npermitted under Section 4.6) shall be treated as Annual  \nAdditions under the Plan. \n  \n(c) Excess Contributions shall be adjusted for any income or loss  \nduring the Plan Year.  The income or loss allocable to Excess  \nContributions is the income or loss allocable to the  \nParticipant's Employee Deferral Account (and, if applicable,  \nhis Qualified Non-Elective Contribution Account or Qualified  \nMatching Contributions Account, or both) for the Plan Year  \nmultiplied by a fraction, the numerator of which is such  \nParticipant's Excess Contributions for the year and the  \ndenominator of which is the Participant's Account balance  \nattributable to Employee Elective Deferrals (and Qualified  \nNon-Elective Contributions or Qualified Matching  \nContributions, or both, if any of such contributions are  \nincluded in the ADP test) without regard to any income or  \nloss occurring during such Plan Year. \n  \n \n \n(d) Excess Contributions shall be distributed from the  \nParticipant's Employee Deferral Account and Qualified  \nMatching Contributions Account (if applicable) in proportion  \nto the Participant's Employee Elective Deferrals and  \nQualified Matching Contributions (to the extent used in the  \nADP test) for the Plan Year. Excess Contributions shall be  \ndistributed from the Participant's Qualified Non-Elective  \nContribution Account only to the extent that such Excess  \nContributions exceed the balance of the Participant's  \nEmployee Deferral Account and Qualified Matching  \nContributions Account. \n \nSection 4.4     Actual Contribution Percentage Test. \n \n(a) For each Plan Year, the Actual Contribution Percentage (ACP)  \nof Highly Compensated Employees must bear a relationship to  \nthe ACP for Non-Highly Compensated Employees which satisfies  \neither of the following tests for nondiscrimination: \n  \n(1) The ACP for Participants who are Highly Compensated  \nEmployees is not more than the ACP for Participants who  \nare Non-Highly Compensated Employees multiplied by  \n1.25; or \n  \n(2) The ACP for Participants who are Highly Compensated  \nEmployees is not more than the ACP for Participants who  \nare Non-Highly Compensated Employees multiplied by two,  \nand the ACP for participants who are Highly Compensated  \nEmployees does not exceed the ACP for Participants who  \nare Non-Highly Compensated Employees by more than two  \npercentage points. \n  \n(b) If any Highly Compensated Employees have both Employee  \nElective Deferrals and Matching Contributions and\/or After- \nTax Employee Contributions made on their behalf to plans  \nmaintained by the Employer, and the sum of the ADP and ACP of  \nsuch Highly Compensated Employees subject to either or both  \ntests exceeds the Aggregate Limit, then the ACP of each such  \nHighly Compensated Employee will be reduced (beginning with  \nthat of the Highly Compensated Employee whose ACP is the  \nhighest) so that the limit is not exceeded.  The amount by  \nwhich each Highly Compensated Employee's Contribution  \nPercentage Amount is reduced shall be treated as an Excess  \nAggregate Contribution.  The ADP and ACP of the Highly  \nCompensated Employees are determined after any corrections  \nrequired to meet the ADP and ACP tests.  Multiple use does  \nnot occur if either the ADP or ACP of the Highly Compensated  \nEmployees does not exceed 1.25 multiplied by the ADP and ACP  \nof the Non-Highly Compensated Employees. \n  \n(c) For purposes of this Section, the Actual Contribution  \nPercentage for any Participant who is a Highly Compensated  \nEmployee and who is eligible to have Contribution Percentage  \nAmounts allocated to his or her Account under two or more  \nplans described in section 401(a) of the Code, or  \narrangements described in section 401(k) of the Code that are  \nmaintained by the Employer, shall be determined as if the  \ntotal of such Contribution \n \n \nPercentage Amounts was made under each plan.  If a Highly  \nCompensated Employee participates in two or more cash or  \ndeferred arrangements that have different plan years, all  \ncash or deferred arrangements ending with or within the same  \ncalendar year shall be treated as a single arrangement.  \nNotwithstanding the above, to the extent mandatorily  \ndisaggregated pursuant to Treasury Regulations promulgated  \nunder section 401(m) of the Code, applicable plans shall  \ncontinue to be treated as separate. \n  \n(d) In the event that this Plan satisfies the requirements of  \nsections 401(m), 401(a)(4) or 410(b) of the Code only if  \naggregated with one or more other plans, or if one or more  \nother plans satisfy the requirements of such sections of the  \nCode only if aggregated with this Plan, then this Section  \nshall be applied by determining the Contribution Percentage  \nof Employees as if all such plans were a single plan.  For  \nplan years beginning after December 31, 1989, plans may be  \naggregated in order to satisfy section 401(m) of the Code  \nonly if they have the same plan year. \n  \n(e) For purposes of determining the Actual Contribution  \nPercentage of a Participant who is a five-percent owner or  \none of the ten most highly paid Highly Compensated Employees,  \nthe Contribution Percentage Amounts and Compensation of such  \nParticipant shall include the Contribution Percentage Amounts  \nand Compensation for the Plan Year of family members as  \ndefined in section 414(q)(6) of the Code.  Family members,  \nwith respect to Highly Compensated Employees, shall be  \ndisregarded as separate Employees in determining the  \nContribution Percentage both for Participants who are Non- \nHighly Compensated Employees and for Participants who are  \nHighly Compensated Employees. \n  \n(f) For purposes of determining the ACP test, Employee  \nContributions are considered to have been made in the Plan  \nYear in which contributions were made to the Trust.  Matching  \nContributions and Qualified Non-Elective Contributions will  \nbe considered made for a Plan Year if made no later than the  \nend of the twelve-month period beginning on the day after the  \nclose of the Plan Year. \n  \n(g) The Employer shall maintain records sufficient to demonstrate  \nsatisfaction of the ACP test and identify the amount of  \nQualified Non-Elective Contributions or Qualified Matching  \nContributions, or both, used in such test. \n  \n(h) The determination and treatment of the Contribution  \nPercentage of any Participant shall satisfy such other  \nrequirements as may be prescribed by the Secretary of the  \nTreasury. \n  \n(i) Definitions: \n  \n \"Average Contribution Percentage\" means, for a specified  \ngroup of Participants for a Plan Year, the average of the  \nratios (calculated separately for each Participant in such  \ngroup) of the Participant's Contribution Percentage Amounts  \nto the Participant's Compensation for the Plan Year (whether  \nor not the Employee was a Participant for the entire Plan  \nYear). \n  \n \n \n \"Aggregate Limit\" -- In general, for purposes of this  \nSection, the Aggregate Limit is the greater of: \n  \n(1) The sum of: \n  \n(A) 1.25 times the greater of the Relevant Actual  \nDeferral Percentage or the Relevant Actual  \nContribution Percentage, and \n  \n(B) Two percentage points plus the lesser of the  \nRelevant Actual Deferral Percentage or the  \nRelevant Actual Contribution Percentage.  In no  \nevent, however, shall this amount exceed twice  \nthe lesser of the Relevant Actual Deferral  \nPercentage or the Relevant Actual Contribution  \nPercentage; or \n  \n(2) The sum of: \n  \n(A) 1.25 times the lesser of the Relevant Actual  \nDeferral Percentage or the Relevant Actual  \nContribution Percentage, and \n  \n(B) Two percentage points plus the greater of the  \nRelevant Actual Deferral Percentage or the  \nRelevant Actual Contribution Percentage.  In no  \nevent, however, shall this amount exceed twice  \nthe greater of the Relevant Actual Deferral  \nPercentage or the Relevant Actual Contribution  \nPercentage. \n  \n\"Relevant Actual Deferral Percentage\" means the Actual  \nDeferral Percentage of the group of Non-Highly Compensated  \nEmployees eligible under the arrangement subject to  \nsection 401(k)  of the Code for the Plan Year, and the term  \n\"Relevant Actual Contribution Percentage\" means the Actual  \nContribution Percentage of the group of Non-Highly  \nCompensated Employees eligible under the Plan subject to  \nsection 401(m) of the Code for the Plan Year beginning with  \nor within the Plan Year of the arrangement subject to  \nsection 401(k) of the Code. \n \n\"Contribution Percentage\" means the ratio (expressed as a  \npercentage) of the Participant's Contribution Percentage  \nAmounts to the Participant's Compensation for the Plan Year  \n(whether or not the Employee was a Participant for the entire  \nPlan Year). \n \n\"Contribution Percentage Amounts\" means the sum of the  \nEmployee Contributions, Matching Contributions, and Qualified  \nMatching Contributions (to the extent not taken into account  \nfor purposes of the ADP test) made under the Plan on behalf  \nof the Participant for the Plan Year.  Such Contribution  \nPercentage Amounts shall not include Matching Contributions  \nwhich are forfeited either in order to correct Excess  \nAggregate Contributions or because the contributions to which  \nthey relate are Excess Employee Deferrals, Excess  \nContributions, or Excess Aggregate Contributions.  The  \nEmployer may \n \n \ninclude Qualified Non-Elective Contributions in the  \nContribution Percentage Amounts.  The Employer also may elect  \nto use Employee Elective Deferrals in the Contribution  \nPercentage Amounts so long as the ADP test is met before the  \nEmployee Elective Deferrals are used in the ACP test and  \ncontinues to be met following the exclusion of those Employee  \nElective Deferrals that are used to meet the ACP test. \n \n\"Eligible Participant\" means any Employee who is eligible  \nto make an After-Tax Employee Contribution, or an Employee  \nElective Deferral (if the Employer takes such contributions  \ninto account in the calculation of the Contribution  \nPercentage), or to receive a Matching Contribution or a  \nQualified Matching Contribution. \n \n\"After-Tax Employee Contribution\" means any contribution  \nmade to the Plan by or on behalf of a Participant that is  \nincluded in the Participant's gross income in the year in  \nwhich made and that is maintained under a separate Account to  \nwhich earnings and losses are allocated. \n \n\"Matching Contribution\" means an Employer contribution made  \nto this or any other Defined Contribution Plan on behalf of a  \nParticipant on account of an Employee Contribution made by  \nsuch Participant, or on account of a Participant's Employee  \nElective Deferral, under a plan maintained by the Employer. \n \nSection 4.5     Distribution of Excess Aggregate Contributions. \n \n(a) \"Excess Aggregate Contributions\" means, with respect to any  \nPlan Year, the excess of: \n  \n(1) The Actual Contribution Percentage (ACP) amounts taken  \ninto account in computing the numerator of the  \nContribution Percentage actually made on behalf of  \nHighly Compensated Employees for such Plan Year, over  \n  \n(2) The maximum contribution percentage amounts permitted  \nby the ACP test (determined by reducing contributions  \nmade on behalf of Highly Compensated Employees in order  \nof such Employees' Actual Contribution Percentages  \nbeginning with the highest of such percentages). \n  \n(b) Notwithstanding any other provision of this Plan, Excess  \nAggregate Contributions, plus any income and minus any loss  \nthereto, shall be forfeited if forfeitable or, if not  \nforfeitable, distributed no later than the last day of each  \nPlan Year to Participants to whose Accounts such Excess  \nAggregate Contributions were allocated for the preceding Plan  \nYear.  Excess Aggregate Contributions of Participants who are  \nsubject to the family member aggregation rules of section  \n414(q)(6) of the Code shall be allocated among applicable  \nfamily members in proportion to the After-Tax Employee and  \nEmployer \n \n \nMatching Contributions (or amounts treated as Matching  \nContributions) of each family member whose contributions are  \nincluded in the combined ACP.  Excess Aggregate Contributions  \nshall be treated as Annual Additions under the Plan. \n  \n(c) Excess Aggregate Contributions shall be adjusted for any  \nincome or loss during the Plan Year.  The income or loss  \nallocable to Excess Aggregate Contributions shall be the  \nMatching Contribution Account (if any, and if all amounts  \ntherein are not used in the ADP test) and, if applicable,  \nQualified Non-Elective Contribution Account and Employee  \nDeferral Account for the Plan Year multiplied by a fraction,  \nthe numerator of which is such Participant's Excess Aggregate  \nContributions for the year and the denominator is the  \nParticipant's Account balance(s) attributable to contribution  \npercentage amounts without regard to any income or loss  \noccurring during such Plan Year. \n  \n(d) Forfeitures of Excess Aggregate Contributions may either be  \nreallocated to the Accounts of Non-Highly Compensated  \nEmployees or applied to reduce Employer contributions. \n  \n(e) Excess Aggregate Contributions shall be forfeited, if  \nforfeitable, or distributed on a pro rata basis from the  \nParticipant's After-Tax Employee Contribution Account,  \nMatching Contribution Account, and Qualified Matching  \nContribution Account (and, if applicable, the Participant's  \nQualified Non-Elective Contribution Account or Employee  \nDeferral Account, or both). \n \nSection 4.6     Recharacterization. \n \n(a) The Administrator may treat Excess Contributions as an amount  \nwhich is distributed to the Participant and then contributed  \nby the Participant to the Plan as an After-Tax Employee  \nContribution in order for the Plan to satisfy the ADP test.   \nRecharacterized amounts will remain nonforfeitable and  \nsubject to the same distribution requirements as Employee  \nElective Deferrals.  Amounts may not be recharacterized to  \nthe extent that such amount in combination with other  \nEmployee Contributions made by that Employee would exceed any  \nstated limit under the Plan applicable to Employee  \nContributions. \n  \n(b) Recharacterization must occur no later than two and one-half  \nmonths after the last day of the Plan Year in which such  \nExcess Contributions arose and is deemed to occur no earlier  \nthan the date the last Highly Compensated Employee is  \ninformed in writing of the amount recharacterized and the  \nconsequences thereof.  Recharacterized amounts will be  \ntaxable to the Participant for the Participant's tax year in  \nwhich the Participant would have received them in cash. \n \n \nARTICLE V - ALLOCATIONS, VALUATION AND VESTING \n \n \nSection 5.1     Allocation of Contributions. \n \nAs of the Valuation Date, Employee Elective Deferrals, After-Tax  \nContributions, Employer Matching Contributions and Qualified Non- \nElective Contributions will be allocated to Participants' Accounts  \nin the amounts in which they were contributed to the Plan by the  \nEmployer with respect to each Participant pursuant to Article III.   \nThe Allocation of Minimum Employer Contribution is set forth in  \nSection 5.7. \n \nSection 5.2     Participants Who Will Receive an Allocation. \n \n(a) No Participant will receive an allocation of Employer Regular  \nContributions as none are provided under this Plan. \n  \n(b) An allocation of Employer Matching Contributions made under  \nSection 3.1 shall only be made with respect to those  \nParticipants who have performed at least one (1) Hour of  \nService regardless of employment status on the last day of  \nthe Plan Year. \n  \n(c) Allocation of the Minimum Employer Contribution is set forth  \nin Section 5.7. \n  \nSection 5.3     Allocation of Forfeitures. \n \nForfeitures, if any, will reduce Employer Matching Contributions  \nfor the current Plan Year. \n \nSection 5.4     Allocation Limitations. \n \n(a) If the Participant does not participate in, and has never  \nparticipated in another qualified plan maintained by the  \nEmployer, or a welfare benefit fund, as defined in  \nsection 419(e) of the Code maintained by the Employer, or an  \nindividual medical account, as defined in section 415(l)(2)  \nof the Code, maintained by the Employer, which provides an  \nAnnual Addition as defined in subsection (d)(1), the  \nfollowing provisions shall apply: \n  \n(1) The amount of Annual Additions which may be credited to  \nthe Participant's Account for any Limitation Year shall  \nnot exceed the lesser of the Maximum Permissible  \nAmount, as defined in subsection (d)(9), or any other  \nlimitation contained in this Plan.  If contributions  \nthat would otherwise be contributed or allocated to the  \nParticipant's Account would cause the Annual Additions  \nfor the Limitation Year to exceed the Maximum  \nPermissible Amount, the amount \n \n \ncontributed or allocated will be reduced (Employee  \nElective Deferrals first) so that the Annual Additions  \nfor the Limitation Year will equal the Maximum  \nPermissible Amount. \n  \n(2) As soon as is administratively feasible after the end  \nof the Limitation Year, the Maximum Permissible Amount  \nfor the Limitation Year will be determined on the basis  \nof the Participant's actual Section 415 Compensation  \nfor the Limitation Year. \n  \n(3) If there is an excess Annual Addition due to a  \nreasonable error in estimating a Participant's  \nCompensation or in determining permissible Employee  \nElective Deferrals, or any other facts and  \ncircumstances as determined by the Committee and which  \nare found by the Commissioner of Internal Revenue to  \njustify the availability of the procedures for  \ncorrecting the excess as set forth in this subsection,  \nthe excess will be corrected as follows: \n  \n(A) Any After-Tax Employee Contributions, to the  \nextent their return would reduce the excess, will  \nbe returned to the Participant; \n  \n(B) Any portion of the excess directly attributable  \nto and arising from Employee Elective Deferrals,  \nto the extent its return would reduce the excess,  \nwill be returned to the Participant; \n  \n(C) If after the application of paragraphs (A) and  \n(B) an excess still exists, and the Participant  \nis covered by the Plan at the end of the  \nLimitation Year, the excess in the Participant's  \nAccount will be used to reduce Employer  \ncontributions beginning with Employee Elective  \nDeferrals, if any, for the next Limitation Year,  \nand each succeeding Limitation Year if necessary; \n  \n(D) If after the application of paragraphs (A) and  \n(B) an excess still exists, and the Participant  \nis not covered by the Plan at the end of a  \nLimitation Year, the excess will be held  \nunallocated in a suspense account.  The suspense  \naccount will be applied to reduce future  \ncontributions beginning with Employee Elective  \nDeferrals, if any, for all remaining Participants  \nfor the next Limitation Year, and each succeeding  \nLimitation Year if necessary; \n  \n(E) If a suspense account is in existence at any time  \nduring a Limitation Year pursuant to this  \nSection, it will not receive any allocation of  \nthe investment gains and losses of the Trust.  If  \na suspense account is in existence at any time  \nduring a particular Limitation Year, all amounts  \nin the suspense account must be allocated and  \nreallocated to Participants' Accounts before any  \nEmployer or any After-Tax Employee Contributions  \nmay be made to the Plan for that Limitation Year.   \nThe excess amount may not be distributed to  \nParticipants or former Participants. \n  \n \n \n(b) If, in addition to this Plan, a Participant is covered under  \nanother qualified Defined Contribution Plan maintained by the  \nEmployer, a welfare benefit fund (as defined in  \nsection 419(e) of the Code) maintained by the Employer, or an  \nindividual medical account (as defined in section 415(l)(2)  \nof the Code) maintained by the Employer, which provides an  \nAnnual Addition as defined in subsection (d)(1), during any  \nLimitation Year, the following provisions shall apply: \n  \n(1) The Annual Additions which may be credited to a  \nParticipant's Account under this Plan for any such  \nLimitation Year may not exceed the Maximum Permissible  \nAmount reduced by the Annual Additions credited to such  \nParticipant's account under such other plans and\/or  \nwelfare benefit funds for the same Limitation Year.  If  \nthe Annual Additions with respect to the Participant  \nunder other Defined Contribution Plans and welfare  \nbenefit funds maintained by the Employer are less than  \nthe Maximum Permissible Amount and the Employer  \ncontribution that would otherwise be contributed or  \nallocated to the Participant's Account under this Plan  \nwould cause such Participant's Annual Additions for the  \nLimitation Year to exceed this limitation, the amount  \ncontributed or allocated will be reduced so that the  \nAnnual Additions under all such plans and funds for the  \nLimitation Year will equal the Maximum Permissible  \nAmount.  If the Annual Additions with respect to the  \nParticipant under such other Defined Contribution Plans  \nand welfare benefit funds in the aggregate are equal to  \nor greater than the Maximum Permissible Amount, no  \namount will be contributed or allocated to the  \nParticipant's Account under this Plan for the  \nLimitation Year. \n  \n(2) As soon as is administratively feasible after the end  \nof the Limitation Year, the Maximum Permissible Amount  \nfor the Limitation Year will be determined on the basis  \nof the Participant's actual Section 415 Compensation  \nfor the Limitation Year. \n  \n(3) If, as a result of a reasonable error in estimating  \ncompensation, Employee contributions or other facts and  \ncircumstances as determined by the Committee, a  \nParticipant's Annual Additions under this Plan and such  \nother plans would include an amount in excess of the  \nMaximum Permissible Amount for a Limitation Year, the  \nexcess will be deemed to consist of the Annual  \nAdditions last allocated, except that Annual Additions  \nattributable to a welfare benefit fund or individual  \nmedical account will be deemed to have been allocated  \nfirst regardless of the actual allocation date. \n  \n \n \n(4) If an amount in excess of the Maximum Permissible  \nAmount was allocated to a Participant on an allocation  \ndate of this Plan which coincides with an allocation  \ndate of another plan, the excess attributed to this  \nPlan will be the product of \n  \n(A) the total excess allocated as of such date and \n  \n(B) the ratio of (i) the Annual Additions allocated  \nto the Participant for the Limitation Year as of  \nsuch date under this Plan to (ii) the total  \nAnnual Additions allocated to the Participant for  \nthe Limitation Year as of such date under this  \nand all other qualified Defined Contribution  \nPlans maintained by the Employer. \n  \n(5) Any excess Annual Addition attributed to this Plan will  \nbe disposed of in the manner described in  \nsubsection (a)(3). \n  \n(c) If the Employer maintains, or at any time maintained, a  \nqualified Defined Benefit Plan covering any Participant in  \nthis Plan, the sum of a Participant's Defined Benefit  \nFraction and Defined Contribution Fraction shall not exceed  \n1.0 in any Limitation Year.  If the sum of the fractions  \nexceeds 1.0, the annual benefit provided under the Defined  \nBenefit Plan will be reduced until the sum of the fractions  \nequals 1.0. \n  \n(d) Definitions: \n  \n(1) Annual Additions:  The sum of the following amounts  \nwhich are credited to a Participant's Account for the  \nLimitation Year: \n  \n(A) Employer contributions, \n  \n(B) After-Tax Employee Contributions (if any), and \n  \n(C) Amounts allocated, after March 31, 1984, to an  \nindividual medical account, as defined in  \nsection 415(1)(2) of the Code, which is part of a  \npension or annuity plan maintained by the  \nEmployer, as well as amounts derived from  \ncontributions paid or accrued after December 31,  \n1985, in taxable years ending after such date,  \nattributable to post-retirement medical benefits  \nand allocated to the separate account of a Key  \nEmployee, as defined in section 419(d)(3) of the  \nCode, under a welfare benefit fund, as defined in  \nsection 419(e) of the Code, maintained by the  \nEmployer. \n  \n For this purpose, any excess applied under  \nSections (a)(3) or (b)(5) in the Limitation Year to  \nreduce Employer contributions will be considered Annual  \nAdditions for such Limitation Year. \n  \n \n \n(2) Section 415 Compensation:  For purposes of this  \nSection, a Participant's Earned Income (if any), wages,  \nsalaries, and fees for professional services and other  \namounts received for personal services actually  \nrendered in the course of employment with the Employer  \nmaintaining the Plan (including, but not limited to,  \ncommissions paid salesmen, compensation for services on  \nthe basis of a percentage of profits, commissions on  \ninsurance premiums, tips, bonuses, fringe benefits, and  \nreimbursements or expense allowances under a  \nnonaccountable plan as described in Treasury Regulation  \nSection 1.62-2(c)), and excluding the following: \n  \n(A) Employer contributions to a plan of deferred  \ncompensation which are not includible in the  \nEmployee's gross income for the taxable year in  \nwhich contributed, or Employer contributions  \nunder a simplified employee pension plan to the  \nextent such contributions are deductible by the  \nEmployee, or any distributions from a plan of  \ndeferred compensation; \n  \n(B) Amounts realized from the exercise of a non- \nqualified stock option, or when restricted stock  \n(or property) held by the Employee either becomes  \nfreely transferable or is no longer subject to a  \nsubstantial risk of forfeiture; \n  \n(C) Amounts realized from the sale, exchange or other  \ndisposition of stock acquired under a qualified  \nstock option; and \n  \n(D) Other amounts which received special tax  \nbenefits, or contributions made by the Employer  \n(whether or not under a salary reduction  \nagreement) toward the purchase of an annuity  \ncontract described in section 403(b) of the Code  \n(whether or not the contributions are actually  \nexcludable from the gross income of the  \nEmployee). \n  \n For Limitation Years beginning after December 31, 1991,  \nfor purposes of applying the limitations of this  \nArticle, Section 415 Compensation for a Limitation Year  \nis the compensation actually paid or made available  \nduring such Limitation Year.  Section 415 Compensation  \ndoes not include accrued compensation unless it is  \nuniform and consistent and paid within two weeks. \n  \n Notwithstanding the preceding sentence, Section 415  \nCompensation for a Participant in a Defined  \nContribution Plan who is permanently and totally  \ndisabled (as defined in section 22(e)(3) of the Code)  \nis the compensation such Participant would have  \nreceived for the Limitation Year if the Participant had  \nbeen paid at the rate of compensation at which he was  \npaid immediately before becoming permanently and  \ntotally disabled; such imputed compensation for the  \ndisabled Participant may be taken into account only if  \nthe Participant is not a Highly Compensated Employee  \n(as defined in section 414(q) of the Code) and  \ncontributions made on behalf of such Participant are  \nnonforfeitable when made. \n  \n \n \n(3) Defined Benefit Fraction:  A fraction, the numerator of  \nwhich is the sum of the Participant's Projected Annual  \nBenefit under all Defined Benefit Plans (whether or not  \nterminated) maintained by the Employer, and the  \ndenominator of which is the lesser of 125 percent of  \nthe dollar limitation determined for the Limitation  \nYear under sections 415(b) and (d) of the Code or  \n140 percent of the highest average Section 415  \nCompensation, including any adjustments under  \nsection 415(b) of the Code. \n  \n Notwithstanding the above, if the Participant was a  \nParticipant, as of the first day of the first  \nLimitation Year beginning after December 31, 1986, in  \none or more Defined Benefit Plans maintained by the  \nEmployer which were in existence on May 6, 1986, the  \ndenominator of this fraction will not be less than  \n125 percent of the sum of the annual benefits under  \nsuch plans which the Participant had accrued as of the  \nclose of the last Limitation Year beginning before  \nJanuary 1, 1987, disregarding any changes in the terms  \nand conditions of the plan(s) after May 5, 1986.  The  \npreceding sentence applies only if the Defined Benefit  \nPlans individually and in the aggregate satisfied the  \nrequirements of section 415 of the Code for all  \nLimitation Years beginning before January 1, 1987. \n  \n(4) Defined Contribution Dollar Limitation:  $30,000 or, if  \ngreater, one-fourth of the defined benefit dollar  \nlimitation set forth in section 415(b)(1) of the Code,  \nas indexed, as in effect for the applicable Limitation  \nYear. \n  \n(5) Defined Contribution Fraction:  A fraction, the  \nnumerator of which is the sum of the Annual Additions  \nto the Participant's Account under this and all other  \nDefined Contribution Plans (whether or not terminated)  \nmaintained by the Employer for the current and all  \nprior Limitation Years (including the annual additions  \nattributable to the Participant's nondeductible  \nEmployee contributions to all Defined Benefit Plans,  \nwhether or not terminated, maintained by the Employer,  \nand the annual additions attributable to all welfare  \nbenefit funds, as defined in section 419(e) of the  \nCode, and individual medical accounts, as defined in  \nsection 415(1)(2) of the Code, maintained by the  \nEmployer), and the denominator of which is the sum of  \nthe maximum aggregate amounts for the current and all  \nprior Limitation Years which also constituted Years of  \nService with the Employer (regardless of whether a  \nDefined Contribution Plan was maintained by the  \nEmployer).  The maximum aggregate amount for any  \nLimitation Year is the lesser of (A) 125 percent of the  \ndollar limitation determined under sections 415(b)  \nand (d) of the Code in effect under  \nsection 415(c)(1)(A) of the Code or (B) 35 percent of  \nthe Participant's Section 415 Compensation for such  \nyear. \n  \n \n \n If the Employee was a Participant as of the end of the  \nfirst day of the first Limitation Year beginning after  \nDecember 31, 1986 in one or more Defined Contribution  \nPlans maintained by the Employer which were in  \nexistence on May 6, 1986, the numerator of this  \nfraction will be adjusted if the sum of this fraction  \nand the Defined Benefit Fraction would otherwise exceed  \n1.0 under the terms of this Plan.  Under the  \nadjustment, an amount equal to the product of (1) the  \nexcess of the sum of the fractions over 1.0, multiplied  \nby (2) the denominator of this fraction, will be  \npermanently subtracted from the numerator of this  \nfraction.  The adjustment is calculated using the  \nfractions as they would be computed as of the end of  \nthe last Limitation Year beginning before January 1,  \n1987, and disregarding any changes in the terms and  \nconditions of the Plan made after May 5, 1986, but  \nusing the Code section 415 limitation applicable to the  \nfirst Limitation Year beginning on or after January 1,  \n1987. \n  \n The Annual Addition for any Limitation Year beginning  \nbefore January 1, 1987, shall not be recomputed to  \ntreat all Employee contributions as Annual Additions. \n  \n In determining the Defined Contribution Fraction under  \nsection 415(e)(3)(B) of the Code and pursuant to this  \nSection of the Plan, \"100 percent\" shall be  \nsubstituted for \"125 percent\" unless the minimum  \nallocation percentage under section 416(c)(2)(A) of the  \nCode and Section 11.3(a) of the Plan is increased from  \n\"three percent\" to \"four percent\" and the Plan would  \nnot be a Top-Heavy Plan if the phrase \"90 percent\"  \nwere substituted for each reference to the phrase  \n\"60 percent\" in Section 11.2(b) of the Plan. \n  \n(6) Employer:  For purposes of this Article, any entity  \nthat adopts this Plan, and all members of a controlled  \ngroup of corporations (as defined in section 414(b) of  \nthe Code as modified by section 415(h) of the Code),  \nall commonly controlled trades or businesses (as  \ndefined in section 414(c) of the Code as modified by  \nsection 415(h) of the Code) or affiliated service  \ngroups (as defined in section 414(m) of the Code) of  \nwhich the adopting Employer is part, and any other  \nentity required to be aggregated with the Employer  \npursuant to Regulations under section 414(o) of the  \nCode. \n  \n(7) Highest Average Compensation:  The average Section 415  \nCompensation for the three consecutive Years of Service  \nwith the Employer which produces the highest average. \n  \n(8) Limitation Year:  The Limitation Year is the Plan Year.   \nAll qualified plans maintained by the Employer must use  \nthe same Limitation Year.  If the Limitation Year is  \namended to a different 12-consecutive-month period, the  \nnew Limitation Year must begin on a date within the  \nLimitation Year in which the amendment is made. \n  \n \n \n(9) Maximum Permissible Amount:  The maximum Annual  \nAddition that may be contributed or allocated to a  \nParticipant's Account under the Plan for any Limitation  \nYear shall not exceed the lesser of: \n  \n(A) the Defined Contribution Dollar Limitation, or \n  \n(B) 25 percent of the Participant's Section 415  \nCompensation for the Limitation Year. \n  \n The Section 415 Compensation limitation referred  \nto in (B) shall not apply to any contribution for  \nmedical benefits (within the meaning of  \nsection 401(h) or section 419A(f)(2) of the Code)  \nwhich is otherwise treated as an Annual Addition  \nunder sections 415(1)(1) or 419A(d)(2) of the  \nCode. \n  \n If a short Limitation Year is created because an  \namendment changes the Limitation Year to a  \ndifferent 12-consecutive-month period, the  \nMaximum Permissible Amount shall not exceed the  \nDefined Contribution Dollar Limitation multiplied  \nby the following fraction: \n  \n Number of months in the short Limitation Year \n      12 \n  \n(10) Projected Annual Benefit:  The annual retirement  \nbenefit (adjusted to an actuarially equivalent straight  \nlife annuity if such benefit is expressed in a form  \nother than a straight life annuity or qualified joint  \nand survivor annuity) to which the Participant would be  \nentitled under the terms of the Plan assuming: \n  \n(A) The Participant will continue employment until  \nNormal Retirement Age under the Plan (or current  \nage, if later), and \n  \n(B) The Participant's Section 415 Compensation for  \nthe current Limitation Year and all other  \nrelevant factors used to determine benefits under  \nthe Plan will remain constant for all future  \nLimitation Years. \n \n \n \nSection 5.5     Valuation. \n \nThe assets of the Trust will be valued on each Valuation Date at  \nfair market value.  On such date, the earnings and losses of the  \nTrust will be allocated to each Participant's Account according to  \nthe ratio of such Account balance to all Account balances, or by  \nutilizing any other formula as is appropriate under the  \ncircumstances. \n \nSection 5.6     Vesting and Accrual. \n \n(a) Employee Elective Deferrals, After-Tax Employee Contributions  \nand Qualified Non-Elective Contributions are always  \n100 percent Vested.  \n  \n(b) The portion of a Participant's Account attributable to the  \nfirst $600 of Employer Matching Contributions for any Plan  \nYear, and earnings thereon, is 100 percent Vested.  The  \nnonforfeitable percentage of a Participant's Account  \nattributable to any additional Employer Matching  \nContributions, and earnings thereon, is determined as  \nfollows: \n \n \nYears of Service       The nonforfeitable \n                         percentage is:     \n \nLess than 1                    0 \nLess than 2                    0 \nLess than 3                    0 \nLess than 4                   20 \nLess than 5                   40 \nLess than 6                   60 \nLess than 7                   80 \n7 or more                    100 \n \n \n  \n \n(c) Notwithstanding the vesting schedule(s) specified above, an  \nEmployee's right to his Accounts will be nonforfeitable upon  \nattainment of Normal Retirement Age, death or Disability. \n  \n(d) For purposes of determining Years of Service and One-Year  \nBreaks in Service in computing an Employee's nonforfeitable  \nright to his Account balance derived from Employer  \ncontributions, the 12-consecutive-month period will commence  \non the date the Employee first performs an Hour of Service  \nand each subsequent 12-consecutive-month period will commence  \non the anniversary of such date. \n  \n(e) All of an Employee's Years of Service with the Employer or  \nany Affiliate will be credited for vesting purposes. \n  \n \n \n(f) Years of Service before a One-Year Break in Service: \n  \n(1) In the case of a Participant who has incurred a One- \nYear Break in Service, Years of Service before such  \nbreak will be immediately taken into account upon  \nrehire. \n  \n(2) In the case of a Participant who has 5 or more  \nconsecutive One-Year Breaks in Service, all service  \nafter such One-Year Breaks in Service will be  \ndisregarded for the purposes of vesting the Employer- \nderived Account balance that accrued before such One- \nYear Breaks in Service.  Such Participant's pre-break  \nservice will count in counting vesting for the post- \nbreak Employer-derived Account balance. \n  \n Separate Accounts will be maintained for the  \nParticipant's pre-break and post-break Employer-derived  \nAccount balance only if the pre-break Employer-derived  \nAccount has a Vested balance.  Both Accounts will share  \nin the earnings and losses of the Trust Fund. \n  \n If a Participant ceases to be employed but is then  \nreemployed by the Employer before a One-Year Break in  \nService occurs, he shall continue to participate in the  \nPlan in the same manner as if such termination had not  \noccurred. \n  \n(g) If a Participant ceases to be employed but is then reemployed  \nby the Employer before he has incurred five One-Year Breaks  \nin Service, the forfeited portions of his Account shall be  \nrestored by an additional Employer contribution. \n  \n(h) If the Plan's vesting schedule is changed or amended, or the  \nPlan is amended in any way that directly or indirectly  \naffects the computation of the Participant's nonforfeitable  \npercentage, each active Participant will be credited with the  \nmost favorable schedule. \n  \n Furthermore, if the vesting schedule of a Plan is amended, in  \nthe case of an Employee who is a Participant as of the later  \nof the date such amendment is adopted or the date it becomes  \neffective, the nonforfeitable percentage (determined as of  \nsuch date) of such Employee's right to his Employer-derived  \naccrued benefit will not be less than the percentage computed  \nunder the Plan without regard to such amendment. \n  \n(i) If a distribution is made at a time when a Participant has a  \nnonforfeitable right to less than 100 percent of the Account  \nbalance derived from Employer contributions and the  \nParticipant may increase his nonforfeitable percentage in the  \nAccount: \n  \n(1) A separate Account will be established for the  \nParticipant's interest in the Plan as of the time of  \nthe distribution, and \n  \n \n \n(2) At any relevant time the Participant's nonforfeitable  \nportion of the separate Account will be equal to an  \namount (\"X\") determined by the formula: \n  \n X = P(AB + (R x D)) - (R x D) \n  \n For purposes of applying the above formula: P is the  \nnonforfeitable percentage at the relevant time, AB is  \nthe Account balance at the relevant time, D is the  \namount of the distribution, and R is the ratio of the  \nAccount balance at the relevant time to the Account  \nbalance after distribution. \"Relevant time\" means the  \ntime at which, under the plan, the Vested percentage in  \nthe Account can not increase. \n \n \n \nSection 5.7     Allocation of Minimum Employer Contributions. \n \nThe Minimum Employer Contribution made for the Plan Year shall be  \nallocated as follows: \n \n(a) First, the Minimum Employer Contribution for the Plan Year  \nshall be allocated during the Plan Year to each individual  \nwho is an Eligible Participant on the first day of the Plan  \nYear as Employee Elective Deferrals pursuant to Section 3.2  \nand as Employer Matching Contributions pursuant to  \nSection 3.1.  These allocations shall be made to each such  \nEligible Participant's Employee Deferral Account and Employer  \nMatching Contribution Account, respectively. \n  \n(b) Second, the balance of the Minimum Employer Contribution  \nremaining after the allocation in Section 5.7(a) shall be  \nallocated to the Employer Matching Contribution Account of  \neach Non-Highly Compensated Employee who is an Eligible  \nParticipant on the first day of the Plan Year and is employed  \non the last day of the Plan Year, in the ratio that such  \nEligible Participant's Employee Elective Deferrals during the  \nPlan Year bears to the Employee Elective Deferrals of all  \nsuch Eligible Participants during the Plan Year. \n  \n(c) Third, notwithstanding Section 5.4 of the Plan, if the total  \ncontributions allocated to a Participant's Accounts including  \nthe Minimum Employer Contribution exceed the Participant's  \nmaximum Annual Additions limit for any Limitation Year, then  \nsuch excess shall be held in a suspense account.  Such  \namounts shall be used to reduce employer contributions in the  \nnext and succeeding Limitation Years. \n  \n(d) Fourth, the balance of the Minimum Employer Contribution  \nremaining after the allocation under Sections 5.7(a), (b) and  \n(c) shall be allocated as a nonelective contribution to each  \nNon-Highly Compensated Employee who is an Eligible  \nParticipant on the first day of the Plan Year, in the ratio  \nthat such Eligible Participant's Compensation for the Plan  \nYear bears to the Compensation for the Plan Year of all such  \nEligible Participants.  Contributions made pursuant to this  \nSubsection 5.7(d) shall be allocated to the Employer Matching  \nContribution Account of such Eligible Participant \n \n \nand are distributable only in accordance with the  \ndistribution provisions applicable to Employer Matching  \nContributions.  Contributions made pursuant to this  \nSubsection shall be subject to the vesting schedule set forth  \nin Section 5.6.  Such contributions shall be invested under  \nthe Plan in the manner designated by such Eligible  \nParticipant. \n  \n(e) Each installment of the Minimum Employer Contribution shall  \nbe held in a contribution suspense account unless, or until,  \nallocated on or before the end of the Plan Year in accordance  \nwith this Section 5.7.  Such suspense account shall not  \nparticipate in the allocation of investment gains, losses,  \nincome and deductions of the Trust Fund as a whole, but shall  \nbe invested separately, as directed by the Employer, and all  \ngains, losses, income and deductions attributable to such  \ninvestment shall be applied to reduce Plan expenses, and  \nthereafter, to reduce employer contributions. \n  \n(f) The Minimum Employer Contribution allocated to the Employer  \nMatching Contribution Account of a Participant pursuant to  \nSection 5.7(b) shall be treated in the same manner as  \nEmployer Matching Contributions for all purposes of the Plan. \n  \n(g) Notwithstanding any other provision of the Plan to the  \ncontrary, any allocation of Employee Elective Deferrals to a  \nParticipant's Employee Deferral Account shall be made under  \neither Section 5.1 or this Section 5.7, as appropriate, but  \nnot both Sections.  Similarly, any allocation of an Employer  \nMatching Contribution shall be made under either Section 5.1  \nor this Section 5.7, as appropriate, but not both Sections. \n  \n(h) An \"Eligible Participant\" for purposes of this Section 5.7  \nis any Employee who has satisfied the eligibility  \nrequirements of Article II and is thereby eligible to make  \nEmployee Elective Deferrals, whether or not such Employee has  \nelected to make contributions or has completed an enrollment  \nform.  Notwithstanding the definition of \"Participant\" in  \nArticle I, an Eligible Participant who receives an allocation  \nof a contribution under this Section 5.7 shall be treated as  \na Participant under the Plan for all purposes. \n \n \nARTICLE VI - DISTRIBUTIONS \n \n \nSection 6.1     Distributions of Small Account Balances. \n \nIf a Participant terminates service, and the value of the  \nParticipant's Vested Account balance derived from Employer and  \nEmployee contributions is not greater than $5,000, the Participant  \nwill receive a distribution of the value of the entire Vested  \nportion of such Account balance.  If the value of a Participant's  \nVested Account balance is zero, the Participant shall be deemed to  \nhave received a distribution of such Vested Account balance.   \n \nSection 6.2     Distributions While In-Service. \n \nSubject to the provisions of Section 6.13, in-service distributions  \nshall be made, at the election of a Participant, in the following  \ncircumstance(s): \n \n(a) Anytime after the Participant's Normal Retirement Age. \n  \n(b) In-service distributions shall be permitted upon a  \nshowing of hardship to the Committee.  A hardship  \nwithdrawal shall be authorized only upon a showing of  \nan immediate and heavy financial need. \n  \n(1) Hardship withdrawals are available from the  \nfollowing accounts, and will be withdrawn from  \nthe Participant's accounts in the following  \nhierarchy: \n  \n(A) After-Tax Employee Contribution Account \n  \n(B) Rollover Account \n  \n(C) Employee Deferral Account \n  \n(D) 100% Vested Matching Contribution Account  \n(not including pre-88 Employer  \ncontributions or contributions less than  \n24 months old) \n  \n(E) Employer Matching Contribution Account  \n(vested portion of contributions that are  \nmore than 24 months old) \n  \n(2) Withdrawals will be taken from the investment  \nfunds on a pro rata basis. \n  \n \n \n(c) The Committee, at the election of the Participant,  \nshall direct the Trustee to distribute to any  \nParticipant all or a portion of his or her After-Tax  \nEmployee Contributions. \n  \n(d) The Committee, at the election of the Participant,  \nshall direct the Trustee to distribute to any  \nParticipant all or a portion of his or her Rollover  \nContributions. \n  \n(e) The Committee, at the election of the Participant,  \nshall direct to the Trustee to distribute to any  \nParticipant all or a portion of his or her Pre-1998 100  \npercent Vested Employer Matching Contributions, for  \nthose funds that have been in the Plan for at least 24  \nmonths. \n  \n(f) The Committee, at the election of the Participant,  \nshall direct the Trustee to distribute to any  \nParticipant all or a portion of his of her Pre-1998  \nRegular Employer Matching Contributions for those funds  \nthat have been in the Plan for at least 24 months. \n  \nSection 6.3     Distributions Upon Separation From Service. \n \nSubject to the provisions of Sections 6.8 and 6.9, following the  \nrequest of the Participant and after approval of the Plan  \nAdministrator, the Trustee shall distribute the value of the  \nParticipant's Vested Account balance in one lump sum.  Such  \ndistribution shall begin as soon as administratively feasible,  \nfollowing the Participant's separation from service. \n \nSection 6.4     Distributions Upon Retirement. \n \nIn the event that an applicable retirement date has been reached,  \nand subject to the terms of Sections 6.8 and 6.9, all Vested  \namounts credited to the Participant's Account balance shall become  \ndistributable.  Except as provided in Section 6.10, the  \ndistribution will be made in one lump sum.  The distribution will  \nbe made, as soon as administratively feasible, following the  \napplicable retirement date which will include the attainment of  \nNormal Retirement Age or the Late Retirement Date and after the  \nPlan Administrator has approved the request of the Participant. \n \nSection 6.5     Distributions Upon Death. \n \n(a) Subject to the provisions of Sections 6.8 and 6.9, upon the  \ndeath of a Participant, the Committee shall instruct the  \nTrustee, in accordance with this Article, to distribute the  \nAccount of a deceased Participant to that Participant's  \nBeneficiary.  The Participant shall not name as his  \nBeneficiary someone other than his Spouse unless and until  \nthe Participant and Spouse designate, in writing on a valid  \nwaiver form provided by the \n \n \nCommittee for such purpose, an alternate Beneficiary, which  \ndesignation shall be witnessed by a notary public or by a  \nPlan representative.  In addition, the Participant may  \ndesignate a Beneficiary other than his Spouse if: (1) the  \nParticipant is legally separated or has been abandoned and  \nthe Participant has a court order to such effect (and there  \nis no \"qualified domestic relations order\" as defined in  \nsection 414(p) of the Code), or (2) the Participant has no  \nSpouse, or (3) the Spouse cannot be located.  Where the  \nParticipant makes no designation, the Beneficiary shall be  \nthe Spouse, and if there is no Spouse, the Beneficiary shall  \nbe the Participant's estate.  The Committee may require such  \nproof of death and such evidence of the right of other  \npersons to be Beneficiaries as it shall deem proper under the  \ncircumstances.  The Committee's determination of death and of  \nthe right of any Beneficiary to receive payments shall be  \nconclusive. \n  \n(b) The designation of a Beneficiary shall be made on a form  \napproved by the Committee.  A Participant may revoke or  \nchange his designation with the Committee by filing a new  \ndesignation form with the Committee.  In the event that no  \nvalid designation exists at the time of the Participant's  \ndeath, and the Participant has no Spouse, the death benefit  \nshall be payable to the Participant's estate. \n  \n(c) If the Participant was eligible, but had not yet received a  \nlump sum distribution prior to his death, the Trustee will  \nmake the lump sum distribution to the Beneficiary as if the  \nParticipant has not died. \n \nIf the Participant dies before distribution of his interest  \nhas begun or before age 70 1\/2, his Account must be  \ndistributed as a lump sum within one year of the death of the  \nParticipant. \n \nSection 6.6     Distributions Upon Disability. \n \nIn the event of a Participant's total and permanent Disability, the  \nTrustee, as directed by the Plan Administrator, shall distribute,  \nsubject to the provisions of Sections 6.8 and 6.9, the value of the  \nParticipant's Vested Account balance.  The distribution will be  \nmade, after the request of the Participant and the approval of the  \nPlan Administrator, in one lump sum.  The distribution will be made  \nas soon as administratively feasible following the determination of  \nDisability. \n \n \n \nSection 6.7     Special Beneficiary Provisions. \n \n(a) Lost Beneficiary.  If, after five years have expired  \nfollowing reasonable efforts of the Committee to locate a  \nParticipant or his Beneficiary, including sending a  \nregistered letter, return receipt requested to the last known  \naddress, the Committee is unable to locate the Participant or  \nBeneficiary, then the amounts distributable to such  \nParticipant or Beneficiary shall, pursuant to applicable  \nstate and Federal laws, be treated as a Forfeiture under the  \nPlan.  Where a Participant or Beneficiary is located  \nsubsequent to a Forfeiture, such benefits shall be reinstated  \nby the Committee, and shall not count as an Annual Addition  \nunder section 415 of the Code. \n  \n(b) Minor Beneficiary.  The Committee may instruct the Trustee to  \ndistribute a sum payable to a minor instead to his or her  \nlegal guardian, or if there is no guardian, to a parent or  \nother responsible adult who maintains the residence of the  \nminor.  In the alternative such distribution could be made to  \nthe appropriate custodian under the Uniform Gifts to Minors  \nAct or Gift to Minors Act if applicable under the state laws  \nof the state in which the minor resides.  Any payment in this  \nformat shall discharge all fiduciaries involved in the  \ndistribution including the Trustee, Employer, and Plan from  \nliability in regard to the transaction. \n  \n(c) Alternate Payee.  A Participant's rights and benefits shall  \nbe subject to the rights afforded to an alternate payee under  \na qualified domestic relations order.  In connection with a  \nproper qualified domestic relations order under section  \n414(p) of the Code, a distribution shall be permitted if such  \ndistribution is authorized by the qualified domestic  \nrelations order even if the Participant has not achieved a  \ndistributable event under the Plan. \n \nSection 6.8     Consent of the Participant Required for  \nDistributions if Account Balances Greater Than  \n$5,000. \n \nIf the value of a Participant's Vested Account balance derived from  \nEmployer and Employee contributions exceeds (or at the time of any  \nprior distribution exceeded) $5,000, and the Account balance is  \nimmediately distributable, the Participant (or where either the  \nParticipant or the Spouse has died, the survivor) must consent to  \nany distribution of such Account balance.  An Account balance is  \nimmediately distributable if any part of the Account balance could  \nbe distributed to the Participant (or Surviving Spouse) before the  \nParticipant attains or would have attained if not deceased the  \nlater of Normal Retirement Age or age 62.   \n \nThe consent of the Participant shall not be required to the extent  \nthat a distribution is required to satisfy section 401(a)(9) or  \nsection 415 of the Code.  In addition, upon termination of this  \nPlan, if the plan does not offer an annuity option (purchased from  \na commercial provider) and if the Employer or any entity within the  \nsame controlled group as the Employer does not maintain another  \nDefined Contribution Plan (other than an employee stock ownership  \nplan as defined in \n \n \nsection 4975(e)(7) or 409 of the Code or a simplified employee  \npension plan as defined in section 408(k) of the Code, the  \nParticipant's Account balance may, without the Participant's  \nconsent, be distributed to the Participant.  However, if any entity  \nwithin the same controlled group as the Employer maintains another  \nDefined Contribution Plan (other than an employee stock ownership  \nplan as defined in section 4975(e)(7) or 409 of the Code or a  \nsimplified employee pension plan as defined in section 408(k) of  \nthe Code) then the Participant's Account balance will be  \ntransferred, without the Participant's consent, to the plan if the  \nParticipant does not consent to an immediate distribution. \n \nIf a distribution is one to which sections 401(a)(11) and 417 of  \nthe Code do not apply, such distribution may commence less than 30  \ndays after the notice required under  \nsection 1.411(a)-11(c) of the Income Tax Regulations is given,  \nprovided that: \n \n(a) the Plan Administrator clearly informs the Participant that  \nthe Participant has a right to a period of at least 30 days  \nafter receiving the notice to consider the decision of  \nwhether or not to elect a distribution (and, if applicable, a  \nparticular distribution option), and \n  \n(b) the Participant, after receiving the notice, affirmatively  \nelects a distribution either in writing or by other permitted  \nelectronic medium. \n \nSection 6.9     Commencement of Benefits. \n \nUnless the Participant elects otherwise, distribution of benefits  \nwill begin no later than the 60th day after the latest of the close  \nof the Plan Year in which: \n \n(a) the Participant attains age 65 (or Normal Retirement Age, if  \nearlier); \n  \n(b) occurs the 10th anniversary of the year in which the  \nParticipant commenced participation in the Plan; or \n  \n(c) the Participant terminates service with the Employer. \n \nNotwithstanding the foregoing, the failure of a Participant, Spouse  \nor Beneficiary to consent to a distribution while a benefit is  \nimmediately distributable, within the meaning of Section 6.8 of the  \nPlan, shall be deemed to be an election to defer commencement of  \npayment of any benefit sufficient to satisfy this Section. \n \n \n \nSection 6.10     Required Distributions. \n \n(a) The requirements of this Article shall apply to any  \ndistribution of a Participant's interest and will take  \nprecedence over any inconsistent provisions of this Plan.   \nUnless otherwise specified, the provisions of this Article  \napply to calendar years beginning after December 31, 1984.   \nAll distributions shall be determined and made in accordance  \nwith the proposed Regulations promulgated under section  \n401(a)(9) of the Code, including the minimum distribution  \nincidental benefit requirement of section 1.401(a)(9)-2 of  \nthe proposed Regulations. \n  \n(b) The entire interest of a Participant must be distributed or  \nmust begin to be distributed no later than the Participant's  \nRequired Beginning Date (defined below) which is generally  \nthe April 1st following his attainment of age 70 1\/2. \n  \n Distributions may not be made over a period which exceeds  \neach of the following (or a combination thereof): \n  \n(1) the life of the Participant, \n  \n(2) the life of the Participant and a Designated  \nBeneficiary, \n  \n(3) a period certain not extending beyond the Life  \nExpectancy of the Participant, or \n  \n(4) a period certain not extending beyond the joint life  \nand last survivor expectancy of the Participant and a  \nDesignated Beneficiary. \n  \n(c) If the Participant's interest is to be distributed in other  \nthan a single sum, the following minimum distribution rules  \nshall apply on or after the Required Beginning Date: \n  \n(1) Distributions During the Participant's Life: If a  \nParticipant's benefit is to be distributed over (1) a  \nperiod not extending beyond the Life Expectancy of the  \nParticipant or the joint life and last survivor  \nexpectancy of the Participant and the Participant's  \nDesignated Beneficiary or (2) a period not extending  \nbeyond the Life Expectancy of the Designated  \nBeneficiary, then the amount required to be distributed  \nfor each calendar year, beginning with distributions  \nfor the first Distribution Calendar Year, must at least  \nequal the quotient obtained by dividing the  \nParticipant's benefit by the Applicable Life  \nExpectancy. \n  \n For calendar years beginning before January 1, 1989, if  \nthe Participant's Spouse is not the Designated  \nBeneficiary, the method of distribution selected must  \nassure that at least 50 percent of the present value of  \nthe amount available for distribution is paid within  \nthe Life Expectancy of the Participant. \n  \n \n \n For calendar years beginning after December 31, 1988,  \nthe amount to be distributed each year, beginning with  \ndistributions for the first Distribution Calendar Year  \nshall not be less than the quotient obtained by  \ndividing the Participant's benefit by the lesser of  \n(1) the Applicable Life Expectancy or (2) if the  \nParticipant's Spouse is not the Designated Beneficiary,  \nthe applicable divisor determined from the table set  \nforth in Q&amp;A-4 of section 1.401(a)(9)-2 of the proposed  \nRegulations.  Distributions after the death of the  \nParticipant shall be made using the Applicable Life  \nExpectancy above as the relevant divisor without regard  \nto proposed Regulations section 1.401(a)(9)-2. \n  \n The minimum distribution required for the Participant's  \nfirst Distribution Calendar Year must be made on or  \nbefore the Participant's Required Beginning Date.  The  \nminimum distribution for other calendar years,  \nincluding the minimum distribution for the Distribution  \nCalendar Year in which the Employee's Required  \nBeginning Date occurs, must be made on or before  \nDecember 31 of that Distribution Calendar Year. \n  \n(2) Distributions After the Participant's Death: If the  \nParticipant dies after distribution of his interest has  \nbegun and after attaining age 70 1\/2, the remaining  \nportion of such interest, if any, will continue to be  \ndistributed at least as rapidly as under the method of  \ndistribution being used prior to the Participant's  \ndeath. \n  \n If the Participant dies before distribution of his  \ninterest began or prior to attaining age 70 1\/2,  \ndistribution of the Participant's entire interest shall  \nbe completed by the later of December 31 of the  \ncalendar year containing the fifth anniversary of the  \nParticipant's death or, if any portion of the  \nParticipant's interest is payable to a Designated  \nBeneficiary, distributions may be made over the life or  \nover a period certain not greater than the Life  \nExpectancy of the Designated Beneficiary commencing on  \nor before December 31 of the calendar year immediately  \nfollowing the calendar year in which the Participant  \ndied notwithstanding the above, however, but if the  \nDesignated Beneficiary is the Participant's Surviving  \nSpouse, distributions are required to begin not earlier  \nthan the later of (a) December 31 of the calendar year  \nin which the Participant died, or (b) December 31 of  \nthe calendar year in which the Participant would have  \nattained age 70 1\/2. \n  \n If the Participant has not made an election pursuant to  \nthis Section by the time of his or her death, the  \nParticipant's Designated Beneficiary must elect the  \nmethod of distribution no later than the earlier of  \n(1) December 31 of the calendar year in which  \ndistributions would be required to begin under this  \nSection, or (2) December 31 of the calendar year which  \ncontains the fifth anniversary of the date of death of  \nthe Participant.  If the Participant has no Designated  \nBeneficiary, or if the Designated Beneficiary does not  \nelect a method of distribution, distribution of the  \nParticipant's entire interest must be completed by  \nDecember 31 of the calendar year containing the fifth  \nanniversary of the Participant's death. \n \n \n For purposes of the above paragraphs, if the Surviving  \nSpouse dies after the Participant, but before payments  \nto such Spouse begin, the provisions above, except for  \nthe spousal exception rule, shall be applied as if the  \nSurviving Spouse were the Participant. \n  \n Any amount paid to a child of the Participant will be  \ntreated as if it has been paid to the Surviving Spouse  \nif the amount becomes payable to the Surviving Spouse  \nwhen the child reaches the age of majority. \n  \n Distribution of a Participant's interest is considered  \nto begin on the Participant's Required Beginning Date  \n(or, if applicable, the date distribution is required  \nto begin to the Surviving Spouse pursuant to the  \nabove).  If distribution in the form of an annuity  \nirrevocably commences to the Participant before the  \nRequired Beginning Date, the date distribution is  \nconsidered to begin is the date distribution actually  \ncommences. \n  \n(3) Definitions: \n  \n(A) Applicable Life Expectancy:  The Life Expectancy  \n(or joint life and last survivor expectancy)  \ncalculated using the attained age of the  \nParticipant (or Designated Beneficiary) as of the  \nParticipant's (or Designated Beneficiary's)  \nbirthday in the applicable calendar year reduced  \nby one (1) for each calendar year which has  \nelapsed since the date the Life Expectancy was  \nfirst calculated.  If Life Expectancy is being  \nrecalculated, the Applicable Life Expectancy  \nshall be the Life Expectancy as so recalculated.   \nThe applicable calendar year shall be the first  \nDistribution Calendar Year and if Life Expectancy  \nis being recalculated, such succeeding calendar  \nyear. \n  \n(B) Designated Beneficiary:  An individual  \naffirmatively elected by the Participant or the  \nParticipant's Surviving Spouse.  If no  \nBeneficiary is elected, the Designated  \nBeneficiary shall be the Spouse of the  \nBeneficiary under the Plan in accordance with  \nsection 401(a)(9) of the Code and the proposed  \nRegulations thereunder. \n  \n(C) Distribution Calendar Year:  A calendar year for  \nwhich a minimum distribution is required.  For  \ndistributions beginning before the Participant's  \ndeath, the first Distribution Calendar Year is  \nthe calendar year immediately preceding the  \ncalendar year which contains the Participant's  \nRequired Beginning Date.  For distributions  \nbeginning after the Participant's death, the  \nfirst Distribution Calendar Year is the calendar  \nyear in which distributions are required to begin  \npursuant to the above. \n  \n \n \n(D) Life Expectancy:  Life Expectancy and joint life  \nand last survivor expectancy are computed by use  \nof the expected return multiples in Tables V and  \nVI of section 1.72-9 of the Regulations. \n  \n Unless the Participant or the Surviving Spouse  \nelects otherwise by the time distributions are  \nrequired to begin, life expectancies shall be  \nrecalculated annually.  An election shall be  \nirrevocable as to the Participant or Surviving  \nSpouse and shall apply to all subsequent years.   \nThe Life Expectancy of a non-Spouse Beneficiary  \nmay not be recalculated. \n  \n(E) Participant's Benefits: \n  \n(i) The Account balance as of the last  \nValuation Date in the calendar year  \nimmediately preceding the Distribution  \nCalendar Year (valuation calendar year)  \nincreased by the amount of any  \ncontributions allocated to the Account  \nbalance as of dates in the valuation  \ncalendar year after the Valuation Date and  \ndecreased by distributions made in the  \nvaluation calendar year after the Valuation  \nDate. \n  \n(ii) For purposes of paragraph (a) above, if any  \nportion of the minimum distribution for the  \nfirst Distribution Calendar Year is made in  \nthe second Distribution Calendar Year on or  \nbefore the Required Beginning Date, the  \namount of the minimum distribution made in  \nthe second Distribution Calendar Year shall  \nbe treated as if it had been made in the  \nimmediately preceding Distribution Calendar  \nYear. \n  \n(F) Required Beginning Date: \n  \n(i) General Rule.  The Required Beginning Date  \nof a Participant is the first day of April  \nof the calendar year following the calendar  \nyear in which the Participant attains age  \n70 1\/2 subject to the transitional rules  \nbelow. \n  \n(ii) Transitional rules.  The Required Beginning  \nDate of a Participant who attains age  \n70 1\/2 before January 1, 1988, shall be  \ndetermined in accordance with (a) or (b)  \nbelow: \n  \n(a) Non-5-percent owners.  The Required  \nBeginning Date of a Participant who  \nis not a 5-percent owner is the first  \nday of April of the calendar year  \nfollowing the calendar year in which  \nthe later of retirement or attainment  \nof age 70 1\/2 occurs. \n  \n \n \n(b) 5-percent owners.  The Required  \nBeginning Date of a Participant who  \nis a 5-percent owner during any year  \nbeginning after December 31, 1979, is  \nthe first day of April following the  \nlater of: \n  \n(I) the calendar year in which the  \nParticipant attains age 70 1\/2,  \nor \n  \n(II) the earlier of the calendar  \nyear with or within which ends  \nthe Plan Year in which the  \nParticipant becomes a 5-percent  \nowner, or the calendar year in  \nwhich the Participant retires. \n  \n(III) The Required Beginning Date of  \na Participant who is not a 5- \npercent owner who attains age  \n70 1\/2 during 1988 and who has  \nnot retired as of January 1,  \n1989, is April 1, 1990. \n  \n(iii) 5-percent owner.  A Participant is treated  \nas a 5-percent owner for purposes of this  \nSection if such Participant is a 5-percent  \nowner as defined in section 416(i) of the  \nCode (determined in accordance with  \nsection 416 of the Code but without regard  \nto whether the Plan is Top-Heavy) at any  \ntime during the Plan Year ending with or  \nwithin the calendar year in which such  \nowner attains age 66 1\/2 or any subsequent  \nPlan Year. \n  \n(iv) Once distributions have begun to a 5- \npercent owner under this Section, they must  \ncontinue to be distributed even if the  \nParticipant ceases to be a 5-percent owner  \nin a subsequent year. \n  \n(d) Transitional Rules for TEFRA Elections: \n  \n Notwithstanding the other requirements of this Section and  \nsubject to the joint and survivor annuity requirements,  \ndistribution on behalf of any Employee, including a  \n5-percent owner, may be made if all of the following  \nrequirements are satisfied (regardless of when such  \ndistribution commences): \n  \n(1) The distribution by the Trust is one which would not  \nhave disqualified the Trust under section 401(a)(9) of  \nthe Code as in effect prior to amendment by the Deficit  \nReduction Act of 1984. \n  \n(2) The distribution is in accordance with a method of  \ndistribution designated by the Employee whose interest  \nin the Trust is being distributed or, if the Employee  \nis deceased, by a Beneficiary of such Employee. \n  \n \n \n(3) Such designation was in writing, was signed by the  \nEmployee or the Beneficiary, and was made before  \nJanuary 1, 1984. \n  \n(4) The Employee had accrued a benefit under the Plan as of  \nDecember 31, 1983. \n  \n(5) The method of distribution designated by the Employee  \nor the Beneficiary specifies the time at which  \ndistribution will commence, the period over which  \ndistributions will be made, and in the case of any  \ndistribution upon the Employee's death, the  \nBeneficiaries of the Employee listed in order of  \npriority. \n  \nA distribution upon death will not be covered by this  \ntransitional rule unless the information in the designation  \ncontains the required information described above with  \nrespect to the distributions to be made upon the death of the  \nEmployee. \n \nFor any distribution which commences before January 1, 1984,  \nbut continues after December 31, 1983, the Employee or the  \nBeneficiary to whom such distribution is being made, will be  \npresumed to have designated the method of distribution under  \nwhich the distribution is being made if the method of  \ndistribution was specified in writing and the distribution  \nsatisfied the requirements of (1) and (5) above. \n \nIf a designation is revoked, any subsequent distribution must  \nsatisfy the requirements of section 401(a)(9) of the Code and  \nthe proposed Regulations thereunder.  If a designation is  \nrevoked subsequent to the date distributions are required to  \nbegin, the Trust must distribute by the end of the calendar  \nyear following the calendar year in which the revocation  \noccurs the total amount not yet distributed which would have  \nbeen required to have been distributed to satisfy  \nsection 401(a)(9) of the Code and the proposed Regulations  \nthereunder, but for the section 242(b)(2) election.  For  \ncalendar years beginning after December 31, 1988, such  \ndistributions must meet the minimum distributions incidental  \nbenefit requirements in section 1.401(a)(9)-2 of the proposed  \nRegulations.  Any changes in the designation will be  \nconsidered to be a revocation of the designation.  However,  \nthe mere substitution or addition of another Beneficiary (one  \nnot named in the designation) under the designation will not  \nbe considered to be a revocation of the designation, so long  \nas such substitution or addition does not alter the period  \nover which distributions are to be made under the  \ndesignation, directly or indirectly (for example, by altering  \nthe relevant measuring life).  In the case in which an amount  \nis transferred or rolled over from the Plan to another plan,  \nthe rules in Q&amp;A J-2 and  \nQ&amp;A J-3 of the proposed Regulations shall apply. \n \n \n \nSection 6.11     Special Distribution Rules for 401(k)  \nContributions and Qualified Non-Elective  \nContributions. \n \nEmployee Elective Deferrals, Qualified Non-Elective Contributions  \nand income allocable to each are not distributable to a Participant  \nor his or her Beneficiary or Beneficiaries, in accordance with such  \nParticipant's or Beneficiary's or Beneficiaries' election, earlier  \nthan upon separation from service, death, or Disability other than  \nupon the occurrence of one or more of the following events: \n \n(a) Termination of the Plan without the establishment of another  \nDefined Contribution Plan other than an employee stock  \nownership plan (as defined in section 4975(e) or 409 of the  \nCode), or a simplified employee pension plan (as defined in  \nsection 408(k) of the Code). \n  \n(b) The transfer by the Employer, if a corporation, to an  \nunrelated corporation of substantially all of the assets  \n(within the meaning of section 409(d)(2) of the Code) used in  \na trade or business of such corporation if the Employer  \ncontinues to maintain this Plan after the disposition, but  \nonly with respect to Employees who continue employment with  \nthe corporation acquiring such assets. \n  \n(c) The transfer by the Employer, if a corporation, to an  \nunrelated entity of such corporation's interest in a  \nsubsidiary (within the meaning of section 409(d)(3) of the  \nCode) if the Employer continues to maintain this Plan, but  \nonly with respect to Employees who continue employment with  \nsuch subsidiary. \n  \nSection 6.12     Form of Distribution. \n \nDistributions shall be made in cash or in-kind.  In-kind  \ndistributions shall be limited to Employer stock. \n \nSection 6.13     Trustee-to-Trustee Transfers. \n \nSubject to Plan Administrator approval, at the direction of a  \nParticipant, the Trustee of this Plan will make a transfer of such  \nParticipant's applicable Account balance to the trustee of another  \nplan designated by the Participant, and qualified under section  \n401(a) of the Code. \n \n \n \nSection 6.14     Normal Form of Benefit \n \nThe Participant will receive a distribution in the form of one lump  \nsum, except as required in Section 6.10. \n \nSection 6.15     Rollovers to Other Plans or IRAs. \n \nEffective with respect to any distribution made on or after  \nJanuary 1, 1993 and notwithstanding any provision of the Plan to  \nthe contrary that would otherwise limit a Participant's election  \nunder this Section, a Participant may elect, at the time and in the  \nmanner prescribed by the Administrator, to have any portion of an  \neligible rollover distribution paid, in a direct rollover, to an  \neligible retirement plan specified by the Participant. \n \nDefinitions: \n \n(a) Eligible rollover distribution.  An eligible rollover  \ndistribution is any distribution of all or any portion of the  \nbalance to the credit of the Participant, except: \n  \n(1) any distribution that is one of a series of  \nsubstantially equal periodic payments (made not less  \nfrequently than annually) made over the life (or life  \nexpectancy) of the distributee or the joint lives (or  \njoint life expectancies) of the Participant and the  \nParticipant's designated Beneficiary, or over a  \nspecified period of ten years or more; \n  \n(2) any distribution to the extent such distribution is  \nrequired under section 401(a)(9) of the Code; and \n  \n(3) the portion of any distribution that is not includible  \nin gross income (determined without regard to the  \nexclusion for net unrealized appreciation with respect  \nto employer securities). \n  \n(b) Eligible retirement plan.  An eligible retirement plan is an  \nindividual retirement account described in section 408(a) of  \nthe Code, an individual retirement annuity described in  \nsection 408(b) of the Code, an annuity plan described in  \nsection 403(a) of the Code, or a qualified trust described in  \nsection 401(a) of the Code that accepts the distributee's  \neligible rollover distribution.  However, in the case of an  \neligible rollover distribution to the Surviving Spouse, an  \neligible retirement plan is an individual retirement account  \nor individual retirement annuity. \n  \n(c) Direct rollover.  A direct rollover is a payment by the Plan  \nto the eligible retirement plan specified by the Participant. \n \n \n \nARTICLE VII - LOANS \n \n \nSection 7.1     Availability of Loans. \n \nLoans shall be permitted under this Plan as established by the  \npolicy of the Plan Administrator. Any such loan shall be subject to  \nsuch conditions and limitations as the Plan Administrator deems  \nnecessary for administrative convenience and to preserve the tax- \nqualified status of the Plan. \n \nSection 7.2     Amount of Loans. \n \nNo loan to any Participant or Beneficiary may be made to the extent  \nthat such loan, when added to the outstanding balance of all other  \nloans to the Participant or Beneficiary, would exceed the lesser of  \n(a) $50,000 reduced by the excess (if any) of the highest  \noutstanding balance of loans during the one-year period ending on  \nthe day before the loan is made, over the outstanding balance of  \nloans from the Plan on the date the loan is made, or (b) one-half  \nthe present value of the nonforfeitable accrued benefit of the  \nParticipant.  For the purpose of the above limitation, all loans  \nfrom all plans of the Employer and other members of a group of  \nemployers described in sections 414(b), 414(c), 414(m), and 414(o)  \nof the Code are aggregated.  Furthermore, any loan shall by its  \nterms require that repayment (principal and interest) be amortized  \nin level payments, not less frequently than quarterly, over a  \nperiod not extending beyond five years from the date of the loan.   \nIf such loan is used to acquire a dwelling unit which within a  \nreasonable time (determined at the time the loan is made) will be  \nused as the principal residence of the Participant, the repayment  \nperiod shall be five or fifteen years from the date of the loan.   \nAn assignment or pledge of any portion of the Participant's  \ninterest in the Plan and a loan, pledge, or assignment with respect  \nto any insurance contract purchased under the Plan, will be treated  \nas a loan under this paragraph. \n \nSection 7.3     Terms of Loans. \n \n(a) Loans shall be made available to all Participants and  \nBeneficiaries on a reasonably equivalent basis. \n  \n(b) Loans shall not be made available to Highly Compensated  \nEmployees (as defined in section 414(q) of the Code) in an  \namount greater than the amount made available to other  \nEmployees. \n  \n \n \n(c) Loans must be adequately secured using not more than  \n50 percent of the Participant's Vested Account balance, and  \nbear a reasonable interest rate. \n  \n(d) No Participant loan shall exceed the present value of the  \nParticipant's Vested accrued benefit.  A Participant loan for  \nless than $1,000 dollars is not permitted. \n  \n(e) In the event of default, foreclosure on the note and  \nattachment of security will not occur until a distributable  \nevent occurs in the Plan. \n  \n(f) A Participant may have no more than two (2) loans from the  \nPlan outstanding at any one time.  Notwithstanding, if a  \nParticipant's first loan is in default, a second loan will  \nnot be made to the Participant. \n  \n(g) No loans will be made to any shareholder-employee.  For  \npurposes of this requirement, a shareholder-employee means an  \nEmployee or officer of an electing small business (Subchapter  \nS) corporation who owns (or is considered as owning within  \nthe meaning of section 318(a)(1) of the Code) on any day  \nduring the taxable year of such corporation, more than  \n5 percent of the outstanding stock of the corporation. \n  \n(h) Loans granted or renewed on or after the last day of the  \nfirst Plan Year beginning after December 31, 1988 shall be  \nmade pursuant to a written Participant loan program  \nincorporated herein by reference which will include the  \nfollowing: \n  \n(1) the basis on which loans will be approved or denied; \n  \n(2) procedures for applying for the loans; \n  \n(3) person or positions authorized to administer the  \nParticipant loan program; \n  \n(4) limitations, if any, on the types and amounts of loans  \noffered; \n  \n(5) procedures under the program for determining the rates  \nof interest; \n  \n(6) the types of collateral which may secure a Participant  \nloan; and \n  \n(7) the events constituting default and the steps that will  \nbe taken to preserve Plan assets. \n  \n(i) Loans are available from the following accounts, and will be  \nwithdrawn from the Participant's accounts in the following  \nhierarchy: \n  \n(1) After-Tax Employee Contribution Account \n  \n(2) Rollover Account \n  \n \n \n(3) Employee Deferral Account \n  \n(4) 100% Vested Matching Contribution Account \n  \n(5) Vested Employer Matching Contribution Account \n  \n(6) Vested Excess Matching Contribution Account \n  \n(j) Loans will be taken from the investment funds on a pro rata  \nbasis. \n \n \n \nARTICLE VIII - PLAN ADMINISTRATION \n \n \nSection 8.1     Duties of the Employer. \n \nThe Employer shall have overall responsibility for selecting and  \nappointing the Trustee, and for the establishment, amendment,  \ntermination, administration, and operation of the Plan.  The  \nEmployer shall discharge this responsibility by appointing a  \nCommittee, to which shall be delegated overall responsibility for  \nadministering and operating the Plan. \n \nUpon written notice to the Trustee and the Committee, the Employer  \nmay appoint one or more investment managers as described in ERISA  \nsection 3(38), which shall have the power to manage, acquire, or  \ndispose of all or part of the Trust assets in accordance with the  \nprovisions of the Plan and Trust agreement.  The Committee and  \ninvestment manager shall execute a written agreement specifying the  \nTrust assets to be managed and the investment manager's duties and  \nresponsibilities with respect to such assets, and in such agreement  \nthe investment manager shall acknowledge that it is a fiduciary  \nwith respect to the Plan and Trust.  The Committee may authorize  \nthe investment manager to give written instructions to the Trustee  \nwith respect to acquiring, managing, and disposing of assets  \nmanaged by the investment manager, and the Trustee shall follow  \nsuch instructions and shall be under no duty to make an independent  \ndetermination regarding whether the instruction is proper.  The  \nfees and expenses of an investment manager shall be paid by the  \nTrust except to the extent paid by the Employer. \n \nSection 8.2     The Committee. \n \n(a) The Committee shall be the \"named fiduciary\" (as defined in  \nsection 402(a)(2) of ERISA), the \"Administrator\" (as  \ndefined in section 3(16) of ERISA and section 414(g) of the  \nCode), and an agent for service of process of the Plan. \n  \n(b) The Committee shall consist of officers or other Employees of  \nthe Employer, or any other person(s) who shall be appointed  \nby the Employer.  The members of the Committee shall serve at  \nthe discretion of the Employer.  In the absence of such  \nappointment, the Employer shall serve as the Committee.  Any  \nmember of the Committee may resign by delivering his written  \nresignation to the Employer and to the Committee, which shall  \nbecome effective upon the date specified therein.  In the  \nevent of a vacancy on the Committee, the remaining members  \nshall constitute the Committee with full power to act until  \nthe Employer appoints a new Committee member.  The Employer  \nmay from time to time remove any Committee member with or  \nwithout cause and appoint a successor thereto. \n \n \n \nSection 8.3     Appointment of Advisor. \n \nThe Committee may employ any such person or entity as it deems  \nnecessary to assist in the Administration of the Plan and provide  \nservices including but not limited to tax advice, amendment,  \ntermination and operation of the Plan, and advice concerning  \nreports filed with the Internal Revenue Service.  Any such advisor  \nshall not be the Administrator of the Plan (as defined in section  \n3(16) of ERISA and section 414(g) of the Code). \n \nThe Committee shall have the authority and discretion to engage an  \nAdministrative Delegate who shall perform, without discretionary  \nauthority or control, administrative functions within the framework  \nof policies, interpretations, rules, practices and procedures made  \nby the Committee or other Plan fiduciary. Any action made or taken  \nby the Administrative Delegate may be appealed by an affected  \nParticipant to the Committee in accordance with the claims review  \nprocedures provided in Section 8.6. Any decisions which call for  \ninterpretations of Plan provisions not previously made by the  \nCommittee shall be made only by the Committee.  \n \nSection 8.4     Powers and Duties of the Committee. \n \n(a) The Committee, on behalf of the Participants and  \nBeneficiaries of the Plan, shall enforce the Plan and Trust  \nin accordance with the terms thereof, and shall have all  \npowers necessary to carry out such provisions.  The Committee  \nshall have full discretion to interpret the Plan and Trust  \nand to determine all questions arising in the administration  \nand application of the Plan and Trust.  Any such  \ninterpretation or determination by the Committee shall be  \nconclusive and binding on all persons. \n  \n The Committee shall establish rules and regulations necessary  \nfor the proper conduct and administration of the Plan, and  \nfrom time to time may change or amend these rules and  \nregulations.  The Committee shall also have the power to  \nauthorize all disbursements from the Trust by the Trustee in  \naccordance with the Plan's terms. \n  \n(b) At the direction of the Committee, distributions to minors or  \npersons declared incompetent may be made by the Trustee  \ndirectly to such persons or to the legal guardians or  \nconservators of such persons.  The Employer, the Committee,  \nand the Trustee shall not be required to see to the proper  \napplication of such distributions made to any of such  \npersons, but his or their receipt thereof shall be a full  \ndischarge of the Employer, the Committee, and the Trustee of  \nany obligation under the Plan or the Trust. \n \n \n \nSection 8.5     Organization and Operation. \n \n(a) The Committee shall act by a majority of its members then in  \noffice, and such action may be taken either by a vote at a  \nmeeting or by written consent without a meeting.  The  \nCommittee may authorize any one or more of its members to  \nexecute any document or documents on behalf of the Committee,  \nin which event the Committee shall notify the Employer, in  \nwriting, of such authorization and the name or names of its  \nmember or members so designated.  The Employer thereafter  \nshall accept and rely on any documents executed by said  \nmember of the Committee or members as representing action by  \nthe Committee until the Committee shall file with the  \nEmployer a written revocation of such designation. \n  \n(b) The Committee may adopt such bylaws and regulations as it  \ndeems desirable for the conduct of its affairs and may employ  \nand appropriately compensate such accountants, counsel,  \nspecialists, actuaries, and other persons as it deems  \nnecessary or desirable in connection with the administration  \nand maintenance of the Plan.  The Committee shall have the  \nauthority to control and manage the operation and  \nadministration of the Plan. \n \nSection 8.6     Claims Procedure. \n \n(a) A claim for benefits under the Trust shall be filed on an  \napplication form supplied by the Committee.  Written notice  \nof the disposition of the claim shall be furnished to the  \nclaimant within 90 days after an application form is received  \nby the Committee, unless special circumstances (as determined  \nby the Committee) require an extension for processing the  \nclaim.  If such an extension is required, the Committee shall  \nrender a decision as soon as possible subsequent to the 90- \nday period, but such decision shall not be rendered later  \nthan 180 days after the application form is received by the  \nCommittee.  Written notice of such extension shall be  \nfurnished to the claimant prior to the commencement of the  \nextension indicating the special circumstances requiring such  \nextension and the date by which the Committee expects to  \nrender the decision on the claim.  In the event the claim is  \ndenied, the Committee shall set forth in writing the reasons  \nfor the denial and shall cite pertinent provisions of the  \nPlan and Trust upon which the decision is based.  In  \naddition, the Committee shall provide a description of any  \nadditional material or information necessary for the claimant  \nto perfect the claim, an explanation of why such information  \nis necessary, and appropriate information as to the steps to  \nbe taken if the Participant or Beneficiary wish to submit  \nsuch claim for review as provided in (b) below. \n  \n \n \n(b) A Participant or Beneficiary whose claim described in (a)  \nabove has been denied in whole or in part shall be entitled  \nto the following rights if exercised within 60 days after  \nwritten denial of a claim is received: \n  \n(1) to request a review of the claim upon written  \napplication to the Committee; \n  \n(2) to review documents associated with the claim; and \n  \n(3) to submit issues and comments in writing to the  \nCommittee. \n  \n(c) If a Participant or a Beneficiary requests a review of the  \nclaim under (b) above, the Committee shall conduct a full  \nreview (including a formal hearing if desired) of such  \nrequest, and a decision on such request shall be made within  \n60 days after the Committee has received the written request  \nfor review from the Participant or the Beneficiary.  Special  \ncircumstances (such as a need for full hearing on request)  \ncan allow the Committee to extend the decision on such  \nrequest, but the decision shall be rendered no later than  \n120 days after receipt of the request for review.  Written  \nnotice of such an extension shall be furnished to the  \nParticipant or the Beneficiary prior to the commencement of  \nthe extension.  The decision of the Committee on review shall  \nbe set forth in writing and shall include specific reasons  \nfor the decision as well as specific references to the  \npertinent provisions of the Plan or Trust on which the  \ndecision is based. \n \nSection 8.7     Records and Reports. \n \n(a) The Committee shall be entitled to rely upon certificates,  \nreports, and opinions provided by an accountant, tax or  \npension advisor, actuary or legal counsel employed by the  \nEmployer or Committee.  The Committee shall keep a record of  \nall its proceedings and acts, and shall keep all such books  \nof account, records, and other data as may be necessary for  \nthe proper administration of the Plan.  The regularly kept  \nrecords of the Committee, the Employer, and the Trustee shall  \nbe conclusive evidence of a Participant's service, his  \nCompensation, his age, his marital status, his status as an  \nEmployee, and all other matters contained therein and  \nrelevant to this Plan; provided, however, that a Participant  \nmay request a correction in the record of his age at any time  \nprior to his retirement and such correction shall be made if  \nwithin 90 days after such request he furnishes a birth  \ncertificate, baptismal certificate, or other documentary  \nproof of age satisfactory to the Committee in support of this  \ncorrection. \n  \n \n \n(1) Each Participant and each Participant's designated  \nBeneficiary must notify the Committee in writing of his  \nmailing address and each change thereof.  Any  \ncommunication, statement or notice addressed to a  \nParticipant or Beneficiary at the last mailing address  \nfiled with the Committee, or if no address is filed  \nwith the Committee, the last mailing address as shown  \non the Employer's records, will be binding on the  \nParticipant and his Beneficiary for all purposes of the  \nPlan.  Neither the Committee nor the Trustee shall be  \nrequired to search for or locate a Participant or a  \nBeneficiary. \n \nSection 8.8     Liability. \n \n(a) A member of the Committee shall not be liable for any act, or  \nfailure to act, of any other member of the Committee, except  \nto the extent that such member: \n  \n(1) Knowingly participates in, or undertakes to conceal, an  \nact or omission of another Committee member, knowing  \nthat such act or omission is a breach of fiduciary duty  \nto the Plan; \n  \n(2) Fails to comply with the specific responsibilities  \ngiven him as a member of the Committee, and such  \nfailure enables another member of the Committee to  \ncommit a breach of fiduciary duty to the Plan; or \n  \n(3) Has knowledge of a breach of fiduciary duty to the Plan  \nby another member of the Committee, unless such member  \nmakes reasonable effort under the circumstances to  \nremedy such breach. \n  \n(b) Each member of the Committee shall be liable with respect to  \nhis own acts of willful misconduct or gross negligence  \nconcerning the Plan.  The Employer shall indemnify the  \nCommittee or each of its members for part or all expenses,  \ncosts, or liabilities arising out of the performance of  \nduties required by the terms of the Plan or Trust, except for  \nthose expenses, costs, or liabilities arising out of a  \nmember's willful misconduct or gross negligence. \n \nSection 8.9     Reliance on Statements. \n \nThe Committee, in any of its dealings with Participants hereunder,  \nmay conclusively rely on any written statement, representation, or  \ndocuments made or provided by such Participants. \n \n \n \nSection 8.10     Remuneration and Bonding. \n \n(a) Unless otherwise determined by the Committee, the members of  \nthe Committee shall serve without remuneration for services  \nto the Plan and Trust.  However, all expenses of the  \nCommittee shall be paid by the Trust except to the extent  \npaid by the Employer.  Such expenses shall include any  \nexpenses incidental to the functioning of the Committee,  \nincluding but not limited to fees of accountants, legal  \ncounsel, and other specialists, or any other costs entailed  \nin administering the Plan. \n  \n(b) Title I of ERISA requires certain persons with discretion  \nover Plan assets to be bonded. Except as required by ERISA or  \nother federal law, the members of the Committee shall serve  \nwithout bond. \n \nSection 8.11     Committee Decisions Final. \n \nAny decision of the Committee with respect to matters within its  \njurisdiction shall be final, binding, and conclusive upon the  \nEmployer and the Trustee and upon each Employee, Participant,  \nformer Participant, Beneficiary, and every other person or party  \ninterested or concerned. \n \nSection 8.12     Participant-Directed Investments. \n \nThe Committee authorizes the Trustee to accept investment direction  \nfrom Participants.  The Trustee shall invest in the Investment  \nFunds in accordance with investment directions given by the  \nParticipants and Beneficiaries for whose accounts such assets are  \nheld, to the extent authorized.  All such directions by the  \nParticipants or Beneficiaries to the Trustee will be made by  \nelectronic media or in such other manner as is acceptable to the  \nTrustee.  Participants and Beneficiaries will be deemed responsible  \nfor purposes of such investment selection and allocation. \n \nWhere the Committee, a Participant, a Beneficiary or an Investment  \nManager other than the Trustee has the power and authority to  \ndirect the investment of assets of the Trust Fund, the Trustee does  \nnot have any duty to question any direction, to review any  \nsecurities or other property, or to make any suggestions in  \nconnection therewith.  The Trustee will promptly comply with any  \ndirection given by the Committee, a Participant, a Beneficiary or  \nInvestment Manager.  The Trustee will neither be liable for failing  \nto invest any assets of the Trust Fund under the management and  \ncontrol of the Committee, a Participant, a Beneficiary or an  \nInvestment Manager in the absence of investment directions  \nregarding such assets.  The Trustee and the Committee shall be  \nindemnified by the Participant from and against any personal  \nliability to which the Trust and the Committee may be subject due  \nto carrying out an elective investment directed by the Participant  \nor for failure to act in absence of restrictions from the  \nParticipant. \n \n \n \nARTICLE IX - TRUST AGREEMENT \n \n \nSection 9.1     Establishment of Trust. \n \nThe Employer and the Trustee have entered into a trust agreement  \nwhich is set forth in a separate document and is incorporated  \nherein. The trust agreement establishes a Trust consisting of such  \nsums of money and other property as may from time to time be  \ncontributed or transferred to the Trustee under the terms of the  \nPlan, along with any property to which the Trust Fund may from time  \nto time be converted, and which provides for the investment of Plan  \nassets and the operation of the Trust. The trust agreement, as  \namended from time to time, shall be deemed part of the Plan, and  \nall rights and benefits provided to persons under the Plan shall be  \nsubject to the terms of the trust agreement.  \n \nSection 9.2     Exclusive Benefit. \n \n(a) The Employer shall have no beneficial interest in the assets  \nof the Trust, and no part of the Trust shall ever revert to  \nor be repaid to the Employer, directly or indirectly, except  \nthat upon written request, the Employer shall have a right to  \nrecover: \n  \n(1) a contribution to the Plan made by mistake of fact if  \nsuch contribution (to the extent made by mistake of  \nfact) is returned to the Employer within one year after  \npayment of such contribution; \n  \n(2) any contributions to the Plan conditioned upon initial  \nqualification of the Plan under section 401(a) of the  \nCode if the Plan does not so qualify and such  \ncontributions are returned to the Employer within one  \nyear after the denial of qualification of the Plan and  \nonly if a determination letter request is filed by the  \ntime prescribed by law for filing the Employer's tax  \nreturn for the taxable year in which the Plan is  \nadopted; \n  \n(3) a contribution to the Plan which is disallowed as a  \ndeduction under section 404 of the Code if such  \ncontribution (to the extent disallowed) is returned to  \nthe Employer within one year after the deduction is  \ndisallowed; and \n  \n(4) any residual assets due to a section 415 excess  \ncontribution upon termination of the Plan if all  \nliabilities of the Plan to Participants and their  \nBeneficiaries have been satisfied and the reversion  \ndoes not contravene any provision of law. \n \n \nARTICLE X - AMENDMENT, TERMINATION AND MERGER \n \n \nSection 10.1     Amendment. \n \n(a) The Employer shall have the right to amend the Plan and Trust  \nat any time to the extent permitted under the Code and ERISA.   \nThe Employer may delegate some or all of its amendment  \nauthority to the Committee. \n  \n(b) No amendment affecting the rights or duties of the Trustee  \nshall be effective without the written consent of the  \nTrustees. \n  \n(c) No amendment to the Plan shall be effective to the extent  \nthat it has the effect of decreasing a Participant's accrued  \nbenefit.  Notwithstanding the preceding sentence, a  \nParticipant's Account balance may be reduced to the extent  \npermitted under section 412(c)(8) of the Code.  For purposes  \nof this paragraph, a Plan amendment which has the effect of  \ndecreasing a Participant's Account balance or eliminating an  \noptional form of benefit, with respect to benefits  \nattributable to service before the amendment, shall be  \ntreated as reducing an accrued benefit. \n \nSection 10.2     Termination. \n \n(a) The Employer intends to continue the Plan indefinitely and to  \nfund the Plan as required by law and its terms.  However, the  \nEmployer shall have the right to terminate the Plan at any  \ntime. \n  \n(b) If the Plan is totally or partially terminated, or in the  \nevent of a complete discontinuation of contributions under  \nthe Plan, a Participant whose participation in the Plan is  \nterminated as a result of such total or partial termination  \nor who is affected by the complete discontinuation of  \ncontributions to the Plan shall be 100 percent Vested with  \nrespect to his Accounts, determined as of the date of such  \ntotal or partial termination. \n  \n(c) Upon termination of the Plan, the Employer shall allocate the  \nassets of the Plan, after the payment of or set aside for the  \npayment of all expenses, among the Participants and their  \nBeneficiaries in accordance with the Code and ERISA. \n  \n(d) Upon termination of the Plan, and after all liabilities of  \nthe Plan to Participants and Beneficiaries have been  \nsatisfied, any residual assets of the Plan which are  \nattributable to a contribution in excess of Code section 415  \nlimits shall be distributed to the Employer, provided such  \ndistribution does not contravene any provision of the law or  \nthe Plan. \n \n \n(e) The allocation of benefits under this Article shall be  \naccomplished either through the continuance of the Trust, the  \ncreation of a new Trust, the payment of the benefits to be  \nprovided to the Participants or Beneficiaries, or the  \npurchase of annuity contracts, as determined by the Employer. \n \nSection 10.3     Merger, Consolidation or Transfer. \n \nThe Employer shall have the right at any time to merge or  \nconsolidate the Plan with any other plan, or transfer the assets or  \nliabilities of the Trust to any other plan provided each  \nParticipant would (if the Plan were then terminated) receive a  \nbenefit immediately after such merger, consolidation or transfer  \nwhich would equal or exceed the benefit the Participant would have  \nbeen entitled to immediately before such merger, consolidation or  \ntransfer (if the Plan were then terminated). \n \n \n \nARTICLE XI - TOP-HEAVY PROVISIONS \n \n \nSection 11.1     Applicability. \n \nThe provisions of this Article shall not apply to the Plan with  \nrespect to any Plan Year in which the Plan is not Top-Heavy.  If  \nthe Plan is or becomes Top-Heavy in any Plan Year, the provisions  \nof this Article will supersede any conflicting provisions in the  \nPlan. \n \nSection 11.2     Definitions. \n \n(a) Key Employee:  Any Employee or former Employee (and the  \nBeneficiaries of such Employee) who at any time during the  \n\"Determination Period\" was (1) an officer of the Employer  \nif such individual's Annual Compensation exceeds 50 percent  \nof the dollar limitation under section 415(b)(1)(A) of the  \nCode, (2) an owner (or considered an owner under section 318  \nof the Code) of one of the ten largest interests in the  \nEmployer if such individual's Annual Compensation exceeds 100  \npercent of the dollar limitation under section 415(c)(1)(A)  \nof the Code, (3) a more-than-5-percent owner of the Employer,  \nor (4) a more-than-1-percent owner of the Employer who has  \nannual Compensation of more than $150,000.  Annual  \nCompensation means compensation as defined in  \nsection 415(c)(3) of the Code, but including amounts  \ncontributed by the Employer pursuant to a salary reduction  \nagreement which are excludable from the Employee's gross  \nincome under section 125, section 402(e)(3), section 402(h)  \nor section 403(b) of the Code.  The \"Determination Period\"  \nis the Plan Year containing the Determination Date and the  \nfour (4) preceding Plan Years. \n  \n The determination of who is a Key Employee will be made in  \naccordance with section 416(i)(1) of the Code and the  \nRegulations thereunder. \n  \n(b) Top-Heavy Plan:  For any Plan Year beginning after  \nDecember 31, 1983, this Plan is Top-Heavy if any of the  \nfollowing conditions exists: \n  \n(1) If the Top-Heavy Ratio for this Plan exceeds 60 percent  \nand this Plan is not part of any Required Aggregation  \nGroup or Permissive Aggregation Group of plans. \n  \n(2) If this Plan is a part of a Required Aggregation Group  \nof plans, but not part of a Permissive Aggregation  \nGroup of plans and the Top-Heavy Ratio for the  \nPermissive Aggregation Group exceeds 60 percent. \n  \n \n \n(3) If this Plan is a part of a Required Aggregation Group  \nand part of a Permissive Aggregation Group of plans and  \nthe Top-Heavy Ratio for the Permissive Aggregation  \nGroup exceeds 60 percent. \n  \n(c) Super-Top-Heavy Plan: A plan is Super-Top-Heavy if such a  \nplan would be Top-Heavy if \"90 percent\" were substituted  \nfor \"60 percent\" each place it appears in (b) above. \n  \n(d) Top-Heavy Ratio: \n  \n(1) If the Employer maintains one or more Defined  \nContribution Plans (including any simplified employee  \npension plan) and the Employer has not maintained any  \nDefined Benefit Plan which during the 5-year period  \nending on the Determination Date(s) has or has had  \naccrued benefits, the Top-Heavy Ratio for this Plan  \nalone or for the required or Permissive Aggregation  \nGroup, as appropriate, is a fraction, the numerator of  \nwhich is the sum of the Account balances of all Key  \nEmployees as of Determination Date(s) (including any  \npart of any Account balance distributed in the 5-year  \nperiod ending on the Determination Date(s)), and the  \ndenominator of which is the sum of all Account balances  \n(including any part of any Account balance distributed  \nin the 5-year period ending on the Determination  \nDate(s)), both computed in accordance with section 416  \nof the Code and the Regulations thereunder.  Both the  \nnumerator and denominator of the Top-Heavy Ratio are  \nincreased to reflect any contribution not actually made  \nas of the Determination Date, but which is required to  \nbe taken into account on that date under section 416 of  \nthe Code and the Regulations thereunder. \n  \n(2) If the Employer maintains one or more Defined  \nContribution Plans (including any simplified employee  \npension plan) and the Employer maintains or has  \nmaintained one or more Defined Benefit Plans which  \nduring the 5-year period ending on the Determination  \nDate(s) has or has had any accrued benefits, the Top- \nHeavy Ratio for any required or Permissive Aggregation  \nGroup as appropriate, is a fraction, the numerator of  \nwhich is the sum of account balances under the  \naggregated Defined Contribution Plan or Plans for all  \nKey Employees, determined in accordance with (1) above,  \nand the Present Value of accrued benefits under the  \naggregated Defined Benefit Plan or Plans for all Key  \nEmployees as of the Determination Date(s), and the  \ndenominator of which is the sum of the account balances  \nunder the aggregated Defined Contribution Plan or Plans  \nfor all Participants, determined in accordance with  \n(1) above, and the Present Value of accrued benefits  \nunder the Defined Benefit Plan or Plans for all  \nParticipants as of the Determination Date(s), are  \ndetermined in accordance with section 416 of the Code  \nand the Regulations thereunder.  The accrued benefits  \nunder a Defined Benefit Plan in both the numerator and  \ndenominator of the Top-Heavy Ratio are increased for  \nany distribution of an accrued benefit made in the  \nfive-year period ending on the Determination Date. \n  \n \n \n(3) For purposes of (1) and (2) above, the value of account  \nbalances and the Present Value of accrued benefits will  \nbe determined as of the most recent Valuation Date that  \nfalls within or ends with the 12-month period ending on  \nthe Determination Date, except as provided in section  \n416 of the Code and the Regulations thereunder for the  \nfirst and second plan years of a Defined Benefit Plan.   \nThe account balances and accrued benefits of a  \nParticipant (a) who is not a Key Employee but who was a  \nKey Employee in a prior year, or (b) who has not been  \ncredited with at least one Hour of Service with any  \nEmployer maintaining the Plan at any time during the 5- \nyear period ending on the Determination Date will be  \ndisregarded.  The calculation of the Top-Heavy Ratio,  \nand the extent to which distributions, rollovers and  \ntransfers are taken into account will be made in  \naccordance with section 416 of the Code and the  \nRegulations thereunder.  Employee contributions  \npreviously deductible under section 219 of the Code  \nwill not be taken into account for purposes of  \ncomputing the Top-Heavy Ratio.  When aggregating plans,  \nthe value of account balances and accrued benefits will  \nbe calculated with reference to the Determination Dates  \nthat fall within the same calendar year. \n  \n The accrued benefit of a Participant other than a Key  \nEmployee shall be determined under either (a) the  \nmethod, if any, that uniformly applies for accrual  \npurposes under all Defined Benefit Plans maintained by  \nthe Employer, or (b) if there is no such method, as if  \nsuch benefit accrued not more rapidly than the slowest  \naccrual rate permitted under the fractional rule of  \nsection 411(b)(1)(C) of the Code. \n  \n(e) Permissive Aggregation Group:  The Required Aggregation Group  \nof plans plus any other plan or plans of the Employer which,  \nwhen considered as a group with the Required Aggregation  \nGroup, would continue to satisfy the requirements of sections  \n401(a)(4) and 410 of the Code. \n  \n(f) Required Aggregation Group:  (1) Each qualified plan of the  \nEmployer in which at least one Key Employee participates or  \nparticipated at any time during the Determination Period  \n(regardless of whether the plan has terminated), and (2) any  \nother qualified plan of the Employer which enables a plan  \ndescribed in (1) to meet the requirements of  \nsections 401(a)(4) or 410 of the Code. \n  \n(g) Determination Date:  For any Plan Year subsequent to the  \nfirst Plan Year, the last day of the preceding Plan Year.   \nFor the first Plan Year of the Plan, the last day of that  \nyear. \n  \n(h) Valuation Date:  The date as defined in Article I of the Plan  \nas of which Account balances or accrued benefits are valued  \nfor purposes of calculating the Top-Heavy Ratio. \n  \n \n \n(i) Present Value:  Present Value shall be determined using the  \ninterest and mortality rates specified in the applicable  \nplans.  Notwithstanding the foregoing, all determinations  \nshall be made in accordance with section 416 of the Code and  \nthe Regulations promulgated thereunder. \n \nSection 11.3     Minimum Allocation. \n \n(a) Except as otherwise provided in (c) and (d) below, Employer  \ncontributions, not including Employee Elective Deferrals,  \nallocated on behalf of any Participant who is not a Key  \nEmployee shall not be less than the lesser of three percent  \n(four percent if the Plan is super-Top-Heavy) of such  \nParticipant's Compensation or, in the case where the Employer  \nhas no Defined Benefit Plan which designates this Plan to  \nsatisfy section 401 of the Code, the largest percentage of  \nEmployer contributions, as a percentage of the first $200,000  \nof the Key Employee's Compensation, allocated on behalf of  \nany Key Employee for that year.  The minimum allocation is  \ndetermined without regard to any Social Security  \ncontribution.  This minimum allocation shall be made even  \nthough, under the Plan provisions, the Participant would not  \notherwise be entitled to receive an allocation, or would have  \nreceived a lesser allocation for the year because of (1) the  \nParticipant's failure to complete 1,000 hours of service (or  \nany equivalent provided in the Plan), or (2) the  \nParticipant's failure to make mandatory Employee  \ncontributions to the Plan or (3) Compensation less than a  \nstated amount. \n  \n(b) For purposes of computing the minimum allocation,  \nCompensation means Compensation as defined in Article I of  \nthe Plan. \n  \n(c) The provision in (a) above shall not apply to any Participant  \nwho was not employed by the Employer on the last day of the  \nPlan Year. \n  \n(d) The provision in (a) above shall not apply to any Participant  \nto the extent the Participant is covered under any other plan  \nor plans of the Employer and the minimum allocation or  \nbenefit requirement applicable to Top-Heavy Plans will be met  \nin the other plan or plans. \n \nSection 11.4     Nonforfeitability of Minimum Allocation. \n \nThe minimum allocation required (to the extent required to be  \nnonforfeitable under section 416(b) of the Code) may not be  \nforfeited under section 411(a)(3)(D) of the Code. \n \n \n \nSection 11.5     Allocation Limitations. \n \nIn determining the Defined Contribution Fraction under section  \n415(e)(3)(B) of the Code and pursuant to Section 5.4 of the Plan  \n\"100 percent\" shall be substituted for \"125 percent\" unless the  \nminimum allocation percentage under section 416(c)(2)(A) of the  \nCode and Section 11.3(a) of the Plan is increased from \"three  \npercent\" to \"four percent\" and the Plan would not be a  \nTop-Heavy Plan if \"90 percent\" were substituted for \"60 percent\"  \neach place it appears in Section 11.2(b) of the Plan. \n \nSection 11.6     Minimum Vesting Schedules. \n \n(a) For any Plan Year during which the Plan is Top-Heavy, the  \nvesting schedule below will automatically apply to all  \nbenefits within the meaning of section 411(a)(7) of the Code  \nexcept those attributable to Employee contributions,  \nincluding benefits accrued before the effective date of  \nsection 416 of the Code and benefits accrued before the Plan  \nbecame Top-Heavy.  Further, no decrease in a Participant's  \nnonforfeitable percentage may occur in the event the Plan's  \nstatus as Top-Heavy changes for any Plan Year.  However, this  \nSection does not apply to the Account balance(s) of any  \nEmployee who does not have an Hour of Service after the Plan  \nhas initially become Top-Heavy.  Such Employee's Account  \nbalance attributable to Employer contributions and  \nForfeitures will be determined without regard to this  \nSection. \n  \n(b) The nonforfeitable interest of each Employee in his or her  \nAccount balance attributable to Employer contributions shall  \nbe as follows: \n  \n                             The nonforfeitable \n  Year(s) of Service:          percentage is: \n  \n      Less than 1                    0 \n      Less than 2                    0 \n      Less than 3                   20 \n      Less than 4                   40 \n      Less than 5                   60 \n      Less than 6                   80 \n      6 or more                    100 \n   \n \n(c) If the vesting schedule under the Plan becomes subject to or  \nis no longer subject to the above schedule for any Plan Year  \nbecause of the Plan's Top-Heavy status, such shift is an  \namendment to the vesting schedule and the election provided  \nin Section 5.6. \n  \n \n \nARTICLE XII - GENERAL PROVISIONS \n \n \nSection 12.1     Governing Law. \n \n(a) The Plan is established under, and its validity, construction  \nand effect shall be governed by, the laws of the State of  \nCalifornia to the extent not preempted by ERISA. \n  \n(b) The parties to the Trust intend that the Trust be exempt from  \ntaxation under section 501(a) of the Code, and any  \nambiguities in its construction shall be resolved in favor of  \nan interpretation which will effect such intention. \n \nSection 12.2     Power to Enforce. \n \nThe Committee shall have authority to enforce the Plan on behalf of  \nany and all persons having or claiming any interest in the Trust or  \nPlan. \n \nSection 12.3     Alienation of Benefits. \n \nBenefits under the Plan shall not be subject to anticipation,  \nalienation, sale, transfer, assignment, pledge, encumbrance or  \ncharge and any attempt to anticipate, alienate, sell, transfer,  \nassign, pledge, encumber or charge the same shall be void, nor  \nshall any such benefits be in any way liable for or subject to the  \ndebts, contracts, liabilities, engagements or torts of any person  \nentitled to such benefits.  This Section shall also apply to the  \ncreation, assignment or recognition of a right to any benefit  \npayable with respect to a Participant pursuant to a domestic  \nrelations order, unless such order is determined to be a qualified  \ndomestic relations order as defined in section 414(p) of the Code,  \nor any domestic relations order entered before January 1, 1985. \n \nSection 12.4     Not an Employment Contract. \n \nThe Plan is not and shall not be deemed to constitute a contract  \nbetween the Employer and any Employee, or to be a consideration  \nfor, or an inducement to, or a condition of, the employment of any  \nEmployee.  Nothing contained in the Plan shall give or be deemed to  \ngive an Employee the right to remain in the employment of the  \nEmployer or to interfere with the right to be retained in the  \nemploy of the Employer, any legal or equitable right against the  \nEmployer, or to interfere with the right of the Employer to  \ndischarge or retire any Employee at any time. \n \n \n \nSection 12.5     Discretionary Acts. \n \nAny discretionary acts to be undertaken under the Plan with respect  \nto the classification of Employees, contributions, or benefits  \nshall be nondiscriminatory and uniform in nature and applicable to  \nall persons similarly situated. \n \nSection 12.6     Interpretation. \n \n(a) Savings Clause.  If any provision or provisions of the Plan  \nshall for any reason be invalid or unenforceable, the  \nremaining provisions of the Plan shall be carried into  \neffect, unless the effect thereof would be to materially  \nalter or defeat the purposes of the Plan. \n  \n(b) Gender.  Wherever appropriate, pronouns of either gender  \nshall be deemed synonymous as shall singular and plural  \npronouns. \n  \n(c) Headings.  Headings and titles of sections and subsections  \nwithin the Plan document are inserted solely for convenience  \nof reference.  They constitute no part of the Plan itself and  \nshall not be considered in the construction of the Plan. \n  \n(d) Family Aggregation.  Notwithstanding anything to the contrary  \nin the Plan, the family aggregation rules do not apply as of  \nDecember 31, 1996. \n \n \nARTICLE XIII - SPECIAL RULES FOR PUERTO RICAN PARTICIPANTS \n \n \n(a) Purpose and Effect.  The purpose of this Article is to comply  \nwith the requirements of section 1165 of The Puerto Rico Internal  \nRevenue Code of 1994, as amended (the \"PR Code\").  This  \nArticle shall apply to those Employees who are residents of  \nthe Commonwealth of Puerto Rico (\"Article XIII  \nParticipants\"). \n  \n(b) Compensation.  \"Compensation\" shall mean all remuneration  \nwhich is required to be reported as wages by the Employer to  \nthe Puerto Rico Treasury Department on Form 499 R-2\/W-2 PR.   \nCompensation for purposes of Article IV testing under Puerto  \nRico law, shall not be subject to section 401(a)(17) of the  \nCode, the $160,000 compensation limit. \n  \n(c) Puerto Rico Limitations on Contributions. \n  \n(1) For any Plan Year, contributions under the Plan shall  \nnot exceed the limitations on deductions imposed under  \nsection 1023(n)(1)(C) and section 1023(n)(1)(F) of the PR Code; \n  \n(2) Supplemental Section 1165(e) Employer Contributions.   \nAs soon as possible after the end of the Plan Year, the  \nCompany, in its discretion, may determine to make a  \nsection 1165(e) Employer contribution.  The Supplemental  \nsection 1165(e) Employer Contribution for any Plan Year under  \nthis paragraph will be made no later than the  \nexpiration of the period within which such contribution  \nmay be paid and deducted for the purpose of Puerto Rico  \nincome taxes; and \n  \n(3) Annual Dollar Limitation.  The maximum amount of a  \nPuerto Rico Employee's pre-tax Elective Contributions  \nfor a Plan Year may not be more than the lesser of  \n(1) $8,000, or (2) an amount equal to 10 percent of the  \nEmployee's Compensation for the Plan Year; provided  \nhowever, that this limitation will automatically be  \nadjusted (up or down) to correspond with the maximum  \namount permitted under the applicable provisions of the  \nPR Code.  \n  \n(d) Puerto Rico Plan Coverage Requirements. \n  \n(1) For any Plan Year, the Plan shall satisfy the coverage  \nrequirements of section 1165(a)(3) of the PR Code. \n  \n(e) Highly-Compensated Employees.  The highest paid one-third of  \nthe Employees for any Plan Year shall be deemed to be  \n\"Highly Compensated Employees\" and the remaining two-thirds  \nof the Employees for that Plan Year will be deemed to be  \n\"Non-highly Compensated Employees\". \n  \n \n \n(f) Non-discrimination. \n  \n(1) Puerto Rico Actual Deferral Contribution Percentage  \nTest.  In no event shall the actual deferral percentage  \nof the Highly Compensated Employees for any Plan year  \nbe greater than: \n  \n(A) 1.25 of the average of the Actual Deferral  \nPercentages for all eligible Nonhighly  \nCompensated Employees, or \n  \n(B) Two times the average of the Actual Deferral  \nPercentages for all eligible Nonhighly  \nCompensated Employees, and the excess of the  \naverage of the Actual Deferral Percentages for  \nall Highly Compensated Employees if the excess of  \nthe average of the Actual Deferral Percentages  \nfor the eligible Highly Compensated Employees  \nover the average of the Actual Deferral  \nPercentages for the eligible Nonhighly  \nCompensated Employees does not exceed two  \npercentage points.  The Actual Deferral  \nPercentage for each group of employees is the  \naverage ratio, computed separately for each  \nemployee in each group, of the amount of cash or  \ndeferred arrangement contributions on behalf of  \nan employee to the employees compensation.  \n  \n The Actual Contribution Percentage Test, as defined in  \nArticle IV, Section 4.4 of this Plan shall not be applied  \nfor purposes of complying with the coverage requirements  \nenacted under Section 1165(e) of the PR Code. \n  \n(2) Aggregation with Other Plans or Arrangements.   \n  \n(A) Any \"employee contributions\" (within the  \nmeaning of Act section 1165(e)(3) and any \"matching  \ncontributions\" (within the meaning of Act  \nsection 1165(e)(3)(E)(i) made on the behalf of a Highly  \nCompensated Employee and allocated to his account  \nunder one or more than one plan described in Code  \n401(a) or Act section 1165(e) maintained by an Affiliate  \nshall be treated as one single arrangement and  \nmust be aggregated in determining the Actual  \nDeferral Percentage for any Participant who is a  \nHighly Compensated Employee for a Plan Year. \n  \n If this Plan satisfies the coverage requirements  \nof Act section 1165(a)(3)(A) only if aggregated with one  \nor more other plans, or if one or more other  \nplans satisfy the coverage requirements of Act  \nsection 1165(a)(3)(A) only if aggregated with this Plan,  \nthen the Actual Deferral Percentages of  \nParticipants shall be determined as if all such  \nplans were a single plan. \n \n The determination and treatment of the Company  \nMatching Contributions and the Actual Deferral  \nPercentage of any Participant shall satisfy such  \nother requirements as may be prescribed by the  \nSecretary of the Treasury of the Commonwealth of  \nPuerto Rico. \n  \n(B) For purposes of the Actual Deferral Percentage,  \nthe deferral percentage of a Highly Compensated  \nEmployee who has made elective deferrals under  \nany other qualified cash or deferred arrangement  \nmaintained by the Company or an Affiliated  \nCompany pursuant to section 1165(e) of the PR Code shall  \nbe the sum of his deferral percentages under all  \nsuch plans. \n  \n(3) Distribution or Forfeiture of Excess Aggregate  \nContributions.  Notwithstanding any other provision of  \nthis Plan, Excess Aggregate Contributions made for any  \nPlan Year adjusted for investment gains and losses  \nshall be forfeited to the extent forfeitable under this  \nPlan or distributed to the extent not so forfeitable,  \nfrom the Accounts of Highly Compensated Employees no  \nlater than the last day of the immediately following  \nPlan Year.  Such forfeitures shall be made on the basis  \nof the respective portions attributable to such Excess  \nAggregate Contributions and shall be made in uniform  \nincrements of one percentage point or less, starting  \nwith the highest rate of Actual Deferral Percentages of  \nHighly Compensated Employees and ending when the Excess  \nAggregate Contributions have been distributed or  \nforfeited in full. \n  \n(4) Return of Excess Contributions.  If the average  \ndeferral percentage for all Highly Compensated  \nEmployees exceeds the amount specified in this Article  \nfor any Plan Year; then Participant(s) with the Highest  \ndeferral percentage shall be reduced so that his  \napplicable percentage is reduced to the greater of  \n(a) such percentage that enables the Plan to satisfy  \nthe applicable percentage test, or (b) a percentage  \nequal to the applicable percentage of the Highly  \nCompensated  Employee(s) with the next highest  \npercentage.  This procedure shall be repeated until the  \nPuerto Rico Actual Deferral Test is satisfied.  The  \namount so reduced, together with the attributable  \nearnings thereon, shall be deemed to have been  \ncontributed to the Plan by mistake of fact, shall be  \nrefunded to the Employer and the portion attributable  \nto Basic and Supplemental Contributions shall  \nthereafter be paid (subject, however, to the  \nwithholding of taxes and other amounts as though such  \namounts were current remuneration) by the Employer to  \nthe Article XIII Participant from whose Compensation  \nsuch amount was obtained. \n  \n(g) Use of Terms.  All terms and provisions of the Plan shall  \napply to this Article, except that where the terms and  \nprovisions of the Plan and this Article conflict, the terms  \nand provisions of this Article shall govern. \n \n \n \nARTICLE XIV - SIGNATURE PAGE \n \n \nIN WITNESS WHEREOF, this Plan has been restated the day and year  \nwritten below. \n \n \nSigned, sealed, and delivered on this 30th day of January, 1998, in  \nthe presence of: \n \n \nGap, Inc. \n \n          By  \/s\/ Richard S. McKinley \n              EMPLOYER   \n \n              Richard S. McKinley                     \n              EMPLOYER (Print Name) \n \n \n                     \nWITNESS AS TO EMPLOYER(S) \n \n          By   \/s\/ Joanne K. Garrison \n               COUNSEL TO PLAN SPONSER \n \n               Joanne K. Garrison      \n               COUNSEL TO PLAN SPONSER (Print Name) \n \n \n                     \nWITNESS AS TO COUNSEL \n \n \n \n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7600],"corporate_contracts_industries":[9494],"corporate_contracts_types":[9539,9550],"class_list":["post-39986","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-gap-inc","corporate_contracts_industries-retail__clothing","corporate_contracts_types-compensation","corporate_contracts_types-compensation__retirement"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39986","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=39986"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39986"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39986"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39986"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}