{"id":40410,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/retirement-savings-plan-omnicom-group-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"retirement-savings-plan-omnicom-group-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/retirement-savings-plan-omnicom-group-inc.html","title":{"rendered":"Retirement Savings Plan &#8211; Omnicom Group Inc."},"content":{"rendered":"<pre>\n-----------------------------------------------------------------------\n                                  Omnicom Group\n                             Retirement Savings Plan\n-----------------------------------------------------------------------\n\n\n-----------------------------------------------------------------------\n\n\n\n\n-----------------------------------------------------------------------\n                                Table Of Contents\n-----------------------------------------------------------------------\n\nI:     Introduction...................................................1\n\nII:    Definitions And Construction...................................3\n\nIII:   Participation And Service.....................................16\n\nIV:    Contributions.................................................20\n\nV:     Allocations To Participants' Accounts.........................32\n\nVI:    Payment Of Benefits...........................................37\n\nVII:   Trust Fund....................................................54\n\nVIII:  Administration................................................57\n\nIX:    Miscellaneous.................................................65\n\nX:     Amendments And Action By Employer.............................68\n\nXI:    Successor Employer And Merger Or Consolidation Of Plans.......70\n\nXII:   Plan Termination..............................................71\n\nXIII:  Determination Of Top-Heavy Status.............................72\n\n-----------------------------------------------------------------------\n\n\n\n\n-----------------------------------------------------------------------\n                                 I: Introduction\n-----------------------------------------------------------------------\n\nThe Omnicom Group Profit-Sharing Retirement Plan (the \"Prior Plan\") was\nestablished effective January 1, 1988 for the benefit of Omnicom Group \nInc., BBDO International, Inc., Doyle Dane Bernbach Group Inc., Needham \nHarper Worldwide, Inc. and various subsidiaries. The Prior Plan was \nmaintained as a plan meeting the requirements of qualification under \nCode Section 401(a) of the Code. The Prior Plan was restated in its \nentirety effective January 1, 1990 and has been amended from time to \ntime.\n\nEffective January 1, 1997 (except as otherwise indicated herein for\nspecified provisions or as required by law), the Prior Plan is hereby \namended and restated in this document to reflect the following \nlegislation collectively known as \"GUST\":\n\no     The Uruguay Round Agreements Act (\"GATT\") of 1994;\n\no     The Uniformed Services Employment and Reemployment Rights Act of\n      1994;\n\no     The Small Business Job Protection Act of 1996;\n\no     The Taxpayer Relief Act of 1997;\n\no     The Internal Revenue Service Restructuring and Reform Act of 1998;\n      and\n\no     Certain other relevant guidance.\n\nThe rights and benefits of those individuals (or their beneficiaries) \nwho terminate employment prior to January 1, 1997, are governed by the \nterms and conditions of the Prior Plan in effect prior to January 1, \n1997. The rights and benefits of those individuals (or their \nbeneficiaries) who terminate employment on or after January 1, 1997 and \nprior to July 1, 2001 are covered by the terms and conditions of the \nPrior Plan in effect at that time, unless otherwise provided in the \nPlan (as hereinafter defined) with respect to the effective date\nof any provisions noted herein.\n\nEffective July 1, 2001, the Prior Plan is further amended and restated \nas the Omnicom Group Retirement Savings Plan (the \"Plan\"), for the \nbenefit of certain salaried and hourly employees, and their \nbeneficiaries. It is to be maintained according to the terms of this \ninstrument. The Administrative Committee has the authority to manage \nthe administration of this Plan. The assets of this Plan are held in \ntrust by the Trustee in accordance with the terms of the Trust \nAgreement, which is considered to be an integral part of this\nPlan. The Administrative \n\n-------------------------------------------------------------------\n\n\n                                       1\n\n\nCommittee shall direct the Trustee as to the investment of the assets in the\nTrust Fund in accordance with the terms of the Plan and Trust.\n\n      The Plan is intended to be the primary tax-qualified defined contribution\nplan covering Omnicom Group and its affiliates. Subsequent to July 1, 2001, it\nis intended that substantially all of the defined contribution plans maintained\nby Omnicom Group affiliates (other than non-controlled group members) will be\nmerged into this Plan. The rights and benefits under a merged plan of those\nindividuals (or their beneficiaries) who terminate employment prior to the date\nupon which the plan is merged into this Plan shall be governed by the terms and\nconditions of the merged plan in effect prior to the merger date.\n\n      The Plan shall also serve as the GUST amendment and restatement for each\nplan that is merged into this Plan prior to the expiration of the GUST remedial\namendment period applicable to such plan. To the extent any of the provisions of\nthe Plan, including Appendix A, have GUST effective dates prior to July 1, 2001,\nsuch provisions shall also constitute an amendment to the merged plans as in\neffect on such retroactive effective date, or as in effect on the dates so noted\nin Appendix A to the Plan.\n\n      The Plan is intended to be a discretionary \"profit sharing\" plan as\ndefined in Section 401(a)(27) of the Code, which includes a qualified cash or\ndeferred arrangement as defined in Section 401(k) of the Code. The Plan is also\nintended to be an ERISA Section 404(c) plan.\n\n--------------------------------------------------------------------------------\n\n\n                                       2\n\n\n--------------------------------------------------------------------------------\n                        II: Definitions And Construction\n--------------------------------------------------------------------------------\n\n      2.1 Definitions. The following words and phrases, when used in this Plan,\nshall have the following meanings:\n\n      Account means a Participant's After-Tax Contribution Account, Pre-Tax\nContribution Account, Matching Contribution Account, Profit Sharing Contribution\nAccount, Discretionary QNEC Account and Rollover Account.\n\n      Administrative Committee means the individuals appointed under Section 8.1\nto administer the Plan.\n\n      Administrative Delegate means one or more persons or institutions to which\nthe Administrative Committee has delegated certain administrative functions\npursuant to a written agreement.\n\n      After-Tax Contribution Account means the account maintained for a\nParticipant to record the After-Tax Contributions he made to the Prior Plan or\nany Merged Plan and adjustments relating thereto.\n\n      After-Tax Contributions means the contributions made by Participants under\nthe Prior Plan or any Merged Plan on an after-tax basis.\n\n      Annual Additions means, with respect to each Limitation Year, the total of\nthe Profit Sharing, Matching and Discretionary QNEC Contributions and\nforfeitures allocated to a Participant's Account pursuant to the provisions of\nthis Plan, plus the total of any Participant contributions for such Limitation\nYear, plus amounts described in Sections 415(l)(1) (relating to an individual\nmedical account maintained under a defined benefit plan) and 419A(d)(2)\n(relating to post-retirement medical benefits) of the Code, if any. Annual\nAdditions also shall include any additions to the account of a Participant under\nany other qualified defined contribution plan maintained by the Employer or a\nControlled Group Member.\n\n      Beneficiary means a person or persons (natural or otherwise) designated by\na Participant in accordance with the provisions of Section 6.8 (or deemed to\nhave been designated) to receive any death benefit which shall be payable under\nthis Plan.\n\n      Board of Directors means the Board of Directors of the Company.\n\n--------------------------------------------------------------------------------\n\n\n                                       3\n\n\n      Break in Service means a consecutive 12-month period during which an\nEligible Employee is not employed by, or in the service of an Employer or a\nControlled Group Member. An Employee shall not be deemed to have incurred a\nBreak in Service if he is on a leave of absence under the Family and Medical\nLeave Act and returns to employment within the time period prescribed by law.\nAbsence for military service, sick leave, maternity leave, vacation leave or\nother special leave approved in writing by the Employer which (except military\nservice) does not exceed twenty-four (24) months shall not be deemed a Break in\nService, provided such Participant returns to employment not later than the\nexpiration of the authorized leave of absence, but failing such return, the\nParticipant shall be deemed to have terminated his employment as of the\ncommencement of said absence or leave.\n\n      Absence for military service will not be deemed a Break in Service if the\nParticipant returns to employment with the Employer within such period during\nwhich his employment rights are protected by law.\n\n      Calendar Quarter means the consecutive three-month periods beginning each\nJanuary 1, April 1, July 1 and October 1.\n\n      Code means the Internal Revenue Code of 1986, as amended, and includes any\nregulations issued thereunder.\n\n      Company means Omnicom Group Inc., a corporation organized and existing\nunder the laws of the State of New York, or its predecessor company or\ncompanies, or its successor or successors which elect to continue this Plan.\n\n      Company Stock means an investment option established by the Company which\nis comprised of the Company's common stock, par value of $0.15 per share, and\nfrom time to time may include a small amount of cash.\n\n      Compensation means, except as set forth in Appendix A to the Plan, for\npurposes of Sections 4.1(a), (c) and (e), the remuneration paid during a Plan\nYear to a Participant by the Employer for personal services rendered including\nbase pay, overtime pay and commissions, but excluding any bonuses, the amount of\nany fringe benefits reported to the Internal Revenue Service as wages and also\nexcluding the amount of any expense reimbursements; provided, however, that\nCompensation with respect to an Employee who becomes a Participant on an Entry\nDate other than the first day of a Plan Year, shall include, for that year, only\nthose amounts \n\n--------------------------------------------------------------------------------\n\n\n                                       4\n\n\nattributable to the period beginning on his Entry Date. In all cases,\nCompensation shall include Pre-Tax Contributions, if any, authorized by a\nParticipant under this Plan or salary reduction contributions under a Code\nSection 125 cafeteria plan. Unless a Participating Employer shall designate an\nalternative definition of Compensation for purposes of Sections 4.1(a) and (c)\nin Appendix A to the Plan the foregoing definition of compensation shall apply.\n\n      Compensation taken into account for any Plan Year shall not exceed\n$170,000 (such amount to be indexed each year by the Secretary of the Treasury).\nFor purposes of the preceding sentence, a Participant who has Compensation in\nexcess of $170,000 (as adjusted by the Secretary) may continue to participate\nunder the terms of the Plan after having received $170,000 of Compensation\nduring the Plan Year as long as the aggregate amount of Compensation taken into\naccount under the terms of the Plan for any Plan Year does not exceed $170,000\n(as adjusted by the Secretary).\n\n      Notwithstanding any provision in this Plan to the contrary, for purposes\nof determining Pre-Tax Contributions and Matching Contributions for a\nParticipant, Compensation shall include such individual's Compensation beginning\non the first day he commences participation pursuant to Section 3.2.\n\n      For purposes of Sections 4.4 and 4.6, Compensation shall mean any\ndefinition of compensation permissible under Section 414(s) of the Code and\nregulations thereunder for such period as is determined by the Administrative\nCommittee in its sole discretion.\n\n      Controlled Group Member means any entity which is not an Employer, but\nwhich is included as a member with the Employer in a controlled group of\ncorporations, or which is a trade or business (whether or not incorporated)\nincluded with the Employer in a brother-sister group or combined group of trades\nor businesses under common control or which is a member of an affiliated service\ngroup in which the Employer is a member, determined in each instance in\naccordance with Sections 414(b), (c), (m) and (o) of the Code, but only for the\nperiod during which such other entity is so affiliated with any Employer.\n\n      Direct Rollover means a payment by the Plan to the Eligible Retirement\nPlan specified by the Distributee.\n\n      Disability means a medically determinable physical or mental impairment of\na permanent nature which prevents a Participant from performing his customary\nemployment \n\n--------------------------------------------------------------------------------\n\n\n                                       5\n\n\nduties without endangering his health and which would qualify the Participant\nfor a disability benefit from the long-term disability plan of the Participant's\nParticipating Employer. If the Participant is not covered under a long-term\ndisability plan of the Participating Employer, then he shall be considered\ndisabled if he qualifies for a Social Security disability award.\n\n      Discretionary QNEC Account means the account maintained for a Participant\nto record his share of Discretionary QNECs under Section 5.2(b)(3) and any\ndiscretionary qualified nonelective contributions made on his behalf under a\nMerged Plan prior to the date of merger with this Plan and adjustments relating\nthereto.\n\n      Discretionary QNECs means the discretionary qualified nonelective\ncontributions made by the Employer on a Participant's behalf pursuant to Section\n4.1(d).\n\n      Distributee means a Participant or Terminated Participant. In addition,\nthe Participant's or Terminated Participant's Spouse or former Spouse who is the\nalternate payee under a qualified domestic relations order, as defined in\nSection 414(p) of the Code, are Distributees with regard to the interest of the\nSpouse or former Spouse.\n\n      Effective Date means January 1, 1988, which is the date on which the\nprovisions of the Prior Plan originally became effective. Effective Date with\nrespect to the amendment and restatement of the Plan for GUST purposes means\nJanuary 1, 1997 except as otherwise provided herein. Effective Date with respect\nto the amendment and restatement of the Plan to reflect the revised\nprofit-sharing features means July 1, 2001; and to reflect the new 401(k) and\nmatching features means the first date upon which a Participating Employer has\neither adopted such features or merged its defined contribution plan into this\nplan.\n\n      Eligible Employee means any Employee of a Participating Employer, who is\npaid from its US payroll, including any officer or director who shall so\nqualify. The following individuals shall not be Eligible Employees: any\nindividual who, as to any period to time, is classified or treated by an\nEmployer as an independent contractor, a consultant, a Leased Employee, or an\nemployee of an employment agency or any entity other than an Employer, even if\nsuch individual is subsequently determined to have been a common law employee of\nthe Employer during such period.\n\n      Any Employee whose terms of employment are covered by a collective\nbargaining agreement that does not provide for participation in the Plan, shall\nnot be an Eligible \n\n--------------------------------------------------------------------------------\n\n\n                                       6\n\n\nEmployee. A nonresident alien under United States immigration law who receives\nno earned income (within the meaning of Section 911(d)(2) of the Code) from an\nEmployer which constitutes income from sources within the United States (within\nthe meaning of Section 861(a)(3) of the Code) shall not be an Eligible Employee.\n\n      Notwithstanding the foregoing, as to any Participating Employer, the\ndefinition of Eligible Employee may be modified in accordance with Appendix A.\n\n      Eligible Participant means, solely for purposes of Sections 4.4\n(\"Limitations on Pre-Tax Contributions\") and 4.5 (\"Income Attributable to Excess\nContributions\"), each Eligible Employee who has met the requirements for\nparticipation in the Plan regardless of whether he has authorized the Employer\nto make Pre-Tax Contributions on his behalf to the Plan. Solely for purposes of\nSections 4.6 (\"Limitations on Matching Contributions and After-Tax\nContributions\") and 4.7 (\"Income Attributable to Excess Aggregate\nContributions\"), Eligible Participant means each Eligible Employee who has met\nthe requirements for participation in the Plan regardless of whether he has\nauthorized the Employer to make Pre-Tax Contributions on his behalf to the Plan\nand who is otherwise eligible to receive a Matching Contribution in accordance\nwith Section 4.1(c).\n\n      Eligible Retirement Plan means: (i) an individual retirement account\ndescribed in Section 408(a) of the Code; (ii) an individual retirement annuity\ndescribed in Section 408(b) of the Code; (iii) an annuity plan described in\nSection 403(a) of the Code; or (iv) a qualified trust described in Section\n401(a) of the Code, that accepts the Distributee's Eligible Rollover\nDistribution. However, in the case of an Eligible Rollover Distribution to the\nsurviving Spouse, an Eligible Retirement Plan is an individual retirement\naccount or individual retirement annuity.\n\n      Eligible Rollover Distribution means any distribution of all or any\nportion of the balance to the credit of the Distributee, but does not include:\nany distribution that is one of a series of substantially equal periodic\npayments (not less frequently than annually) made for the life (or life\nexpectancy) of the Distributee or the joint lives (or joint life expectancies)\nof the Distributee and the Distributee's designated Beneficiary, or for a\nspecified period of ten years or more; any distribution to the extent such\ndistribution is required under Section 401(a)(9) of the Code; the portion of any\ndistribution that is not includable in gross income (determined without regard\nto the exclusion for net unrealized appreciation with respect to employer\nsecurities); the \n\n--------------------------------------------------------------------------------\n\n\n                                       7\n\n\nportion of any hardship distribution described in Section 401(k)(2)(B)(i)(IV);\nand any other distribution that does not qualify as an Eligible Rollover\nDistribution as defined in Section 401(a)(31)(C) of the Code.\n\n      An Eligible Rollover Distribution shall include an unpaid loan that is\noffset against a Participant's total Account balance when he receives a\ndistribution at Termination of employment in accordance with Section 6.11(g).\n\n      Employee means any individual employed by the Employer as a common law\nemployee.\n\n      Employer means the Company and any Participating Employer. Employment\nCommencement Date means the date on which an Employee is first credited with an\nHour of Service with the Employer.\n\n      Entry Date means the first day of any payroll period for purposes of\neligibility to participate in authorizing the Employer to make Pre-Tax\nContributions to the Plan and to share in the allocation of Matching\nContributions as described in Sections 4.1(a) and 4.1(c); and the first day of\neach Calendar Quarter for purposes of sharing in the allocation of Profit\nSharing Contributions described in Section 4.1(e).\n\n      ERISA means the Employee Retirement Income Security Act of 1974, as\namended from time to time, and any regulations issued thereunder.\n\n      Excess Aggregate Contributions means with respect to each Plan Year, the\namount determined for Highly Compensated Eligible Participants under the\nprocedure set forth in Treas. Reg. ss.1.401(m)-1(e)(2) or any successor thereto.\n\n      Excess Contributions means with respect to each Plan Year, the amount\ndetermined for Highly Compensated Eligible Participants under the procedure set\nforth in Treas. Reg. ss.1.401(k)-1(f)(2) or any successor thereto.\n\n      Forfeiture means that portion of a Participant's Matching Contribution\nAccount or Profit Sharing Contribution Account that is forfeited pursuant to\nSection 6.4 due to partial vesting.\n\n      Highly Compensated Eligible Participant means those Eligible Participants\nwho are Highly Compensated Employees.\n\n--------------------------------------------------------------------------------\n\n\n                                       8\n\n\n      Highly Compensated Employee means effective January 1, 1997, the\nindividuals described in (a) and (b) below, unless otherwise provided in\nAppendix A with respect to any of the Merged Plans:\n\n            (a) Employees who were five percent owners, as defined in Section\n416(i)(1)(iii) of the Code, at any time during the determination year or the\nlook-back year;\n\n            (b) Employees with compensation greater than $80,000 (as adjusted at\nthe same time and in the same manner as Section 415(d) of the Code) during the\nlook-back year;\n\n            (c) For purposes of determining whether an Employee is highly\ncompensated, the determination year is the Plan Year for which the determination\nis being made. The look-back year is the twelve-month period preceding the\ndetermination year;\n\n            (d) For purposes of defining Highly Compensated Employee,\ncompensation means compensation as defined in Section 415(c)(3) of the Code,\nincluding elective contributions. The dollar limits are those for the calendar\nyear in which the determination or look-back year begins; and\n\n            (e) The Plan shall take into account Employees of all Controlled\nGroup Members in determining who is highly compensated. Also, for this purpose,\nthe term \"Employee\" shall include Leased Employees.\n\n      Hours of Service means:\n\n            (a) Performance of Duties. The actual hours for which an Employee is\npaid or entitled to be paid for the performance of duties by the Employer;\n\n            (b) Nonworking Paid Time. Each hour for which an Employee is paid or\nentitled to be paid by the Employer on account of a period of time during which\nno duties are performed (irrespective of whether the employment relationship has\nterminated) due to vacation, holiday, illness, incapacity, disability, layoff,\njury duty, military duty or leave of absence; provided that no credit shall be\ngiven for payments made or due under a plan maintained solely for the purpose of\ncomplying with applicable workmen's or unemployment compensation or disability\ninsurance laws or for payments which solely reimburse an Employee for medical or\nmedically related expenses incurred by the Employee;\n\n--------------------------------------------------------------------------------\n\n\n                                       9\n\n\n            (c) Maternity and Paternity Leave. Solely for purposes of\ndetermining whether a Break in Service has occurred for eligibility to\nparticipate and vesting, an Employee shall be credited with service for any\nperiod during which the Employee is absent from employment by reason of (1)\npregnancy of the Employee, (2) birth of a child of the Employee, (3) placement\nof a child in connection with the adoption of the child by an Employee or (4)\ncaring for the child during the period immediately following the birth or\nplacement for adoption.\n\n            (d) Back Pay. Each hour for which back pay, irrespective of\nmitigation of damages, is either awarded or agreed to by the Employer; provided,\nhowever, Hours of Service credited under paragraphs (a), (b) and (c) above shall\nnot be recredited by operation of this paragraph;\n\n            (e) Service with Controlled Group Members. For purposes of\ndetermining an Employee's eligibility to participate in the Plan and for\npurposes of vesting, Hours of Service shall include an Employee's Hours of\nService with a Controlled Group Member (after it became a Controlled Group\nMember hereunder);\n\n            (f) Service under Merged Plans. For purposes of determining an\nEmployee's eligibility to participate in the Plan and for purposes of vesting,\nHours of Service and Years of Service shall include an Employee's Hours of\nService and Years of Service credited under the terms of the Prior Plan and any\nMerged Plan;\n\n            (g) Equivalencies. For certain Plan purposes, including for purposes\nof allocating Matching Contributions pursuant to Section 5.2(b)(2) and Profit\nSharing Contributions pursuant to Section 5.2(b)(4), the Administrative\nCommittee shall have the authority to adopt an equivalency method for\ndetermining Hours of Service in accordance with DOL Reg. Section 2530.200b-3(e).\nThe adoption of any equivalency method for counting Hours of Service shall be\nevidenced by a certified resolution of the Administrative Committee, which shall\nbe attached to and made part of the Plan. Such resolution shall indicate the\ndate from which such equivalency shall be effective; and\n\n            (h) Miscellaneous.\n\n                  (1) Notwithstanding any other provision of this Plan to the\ncontrary, an Employee shall not be credited with Hours of Service or Years of\nService more than once with respect to the same period of time.\n\n--------------------------------------------------------------------------------\n\n\n                                       10\n\n\n                  (2) Participants on military leaves of absence who are not\ndirectly or indirectly compensated or entitled to be compensated by the Employer\nwhile on such leave shall be credited with Hours of Service as required by\nSection 9 of the Military Selective Service Act.\n\n                  (3) Employees shall be credited with any Hours of Service\nrequired to be credited to them in accordance with the Family and Medical Leave\nAct and the Uniformed Services Employment and Reemployment Rights Act of 1994.\n\n      Income means the net gain or loss of the Trust Fund from investments, as\nreflected by interest payments, dividends, realized and unrealized gains and\nlosses on securities, other investment transactions and expenses paid from the\nTrust Fund. In determining the Income of the Trust Fund for any period, assets\nshall be valued on the basis of fair market value, except for any investment\nthat the Administrative Committee determines shall be valued on the basis of\nbook or contract value.\n\n      Investment Manager means an investment advisor, bank, insurance company,\nmutual fund company or other entity meeting the requirements of Section 3(38) of\nERISA appointed by the Company to manage the Plan's assets in accordance with\nthe Trust Agreement.\n\n      Leased Employee means, effective January 1,1997, any person who is not an\nEmployee of the Employer and who provides services to the Employer where:\n\n            (a) such services are provided pursuant to an agreement between the\nEmployer and any leasing organization;\n\n            (b) such person has performed such services for the Employer (or for\nthe Employer and Controlled Group Members) on a substantially full-time basis\nfor a period of at least one year; and\n\n            (c) such services are performed under the primary direction or\ncontrol of the Employer.\n\n      Contributions or benefits provided to a Leased Employee by the leasing\norganization that are attributable to services performed for the recipient\nEmployer shall be treated as provided by the recipient Employer.\n\n      Notwithstanding the foregoing, such contributions or benefits shall not be\ntreated as being provided by the recipient Employer if (1) such individual is\ncovered by a money \n\n--------------------------------------------------------------------------------\n\n\n                                       11\n\n\npurchase pension plan maintained by the leasing organization, (2) such plan\nprovides for nonintegrated employer contributions of ten percent of compensation\nand also provides for immediate participation and vesting and (3) Leased\nEmployees (as determined without regard to this paragraph) do not comprise more\nthan 20% of the nonhighly compensated workforce of the recipient Employer.\n\n      Limitation Year means the Plan Year.\n\n      Matching Contribution Account means the account maintained for a\nParticipant to record his share of Matching Contributions under Section\n5.2(b)(2) and to any Merged Plan prior to the date of merger with this Plan and\nadjustments relating thereto.\n\n      Matching Contributions means the contributions made by the Employer\npursuant to Section 4.1(c).\n\n      Merged Plan means the plans identified in Appendix A to this Plan, that\nwere merged with this Plan effective as of the dates noted therein.\n\n      Normal Retirement Date means the date on which a Participant attains age\n65.\n\n      Participant means an Eligible Employee participating in the Plan in\naccordance with the provisions of Section 3.2.\n\n      Participating Employer means any direct or indirect subsidiary of the\nCompany or any other entity designated by the Board of Directors, which has\neither merged its plan into this Plan and\/or adopted this Plan or the Prior\nPlan, with the approval of the Board of Directors or the CEO of the Company (or\nhis designate). Plans merged with this Plan and Employers adopting this Plan\nsubsequent to July 1, 2001 are set forth in Appendix A.\n\n      PE Effective Date means for purposes of Sections 3.1(a), 4.1(a), 4.1(c)\nand 6.3(c) the date set forth in Appendix A with respect to a Participating\nEmployer; and for purposes of Sections 3.1(b), 4.1(e) and 6.3(b), July 1, 2001,\nwith respect to each Participating Employer that adopted the Prior Plan, or the\ndate set forth in Appendix A with respect to each other Participating Employer.\n\n      Period of Service means a period commencing on an Eligible Employee's\nEmployment Commencement Date or Reemployment Commencement Date, whichever is\napplicable, until his Termination from Service Date.\n\n--------------------------------------------------------------------------------\n\n\n                                       12\n\n\n      Period of Severance means a period of time commencing on an Eligible\nEmployee's Termination from Service Date and ending on the date such Eligible\nEmployee again performs an Hour of Service.\n\n      Plan means the Omnicom Group Retirement Savings Plan, as amended from time\nto time, which is sponsored by the Company.\n\n      Plan Year means the consecutive 12-month period commencing January 1 and\nending December 31.\n\n      Pre-Tax Contribution Account means the account maintained for a\nParticipant to record his share of Pre-Tax Contributions under Section 5.2(b)(1)\nand to any Merged Plan prior to the date of merger with this Plan and\nadjustments relating thereto.\n\n      Pre-Tax Contributions means the contributions made by the Employer on a\nParticipant's behalf pursuant to Section 4.1(a).\n\n      Prior Plan means the Omnicom Group Profit-Sharing Retirement Plan in\neffect prior to July 1, 2001.\n\n      Profit Sharing Contribution Account means the account maintained for a\nParticipant to record his share of Profit Sharing Contributions under Section\n5.2(b)(4) and to any Merged Plan prior to the date of merger with this Plan and\nadjustments relating thereto.\n\n      Profit Sharing Contributions means the contributions made by the Employer\npursuant to Section 4.1(e).\n\n      Reemployment Commencement Date means the first date, following a\nTermination from Service Date, which is not required to be taken into account\nunder the service spanning rules of the Code, on which an Eligible Employee\nperforms an Hour of Service.\n\n      Retirement means Termination at or after Normal Retirement Date.\n\n      Rollover Account means the account maintained for a Participant to record\nthe amount of contributions he has rolled over to the Plan pursuant to Section\n4.10 and to any Merged Plan prior to the date of merger with this Plan and\nadjustments relating thereto.\n\n      Spouse means the spouse or surviving spouse of the Participant or\nTerminated Participant; provided that a former spouse will be treated as the\nspouse or surviving spouse to the extent provided under a qualified domestic\nrelations order as described in Section 414(p) of the Code.\n\n--------------------------------------------------------------------------------\n\n\n                                       13\n\n\n      Terminated (or Termination) means a termination of employment with an\nEmployer or with a Controlled Group Member for any reason other than a transfer\nof employment from the Employer to a Controlled Group Member or from a\nControlled Group Member to another Controlled Group Member.\n\n      Terminated Participant means any former Employee who has a balance in his\nAccount.\n\n      Termination from Service Date means the date an Eligible Employee quits,\nretires, is discharged, dies or otherwise no longer has an employment\nrelationship with an Employer (including a leave of absence); or, if earlier,\nthe first anniversary of the date he is absent from employment for any other\nreason.\n\n      Trust Agreement means the agreement between the Company and the Trustee,\nwhich establishes the Trust, as the same may be amended, modified or\nsupplemented from time to time, and its successor agreements.\n\n      Trust (or Trust Fund) means the fund known as the \"Omnicom Group\nRetirement Savings Plan Trust,\" maintained by the Trustee in accordance with the\nterms of the Trust Agreement, as amended from time to time, which constitutes a\npart of this Plan.\n\n      Trustee or Trustees means any corporation or individuals appointed by the\nBoard of Directors of the Company to administer the Trust.\n\n      Valuation Date means each business day that the New York Stock Exchange is\nopen for business and any other date chosen by the Administrative Committee.\n\n      Year of Service means the aggregate of the Periods of Service during which\nan Eligible Employee is employed by or in the service of an Employer or a\nControlled Group Member. Years of Service shall be computed in terms of\ncompleted years. An Eligible Employee shall be credited with a number of Years\nof Service equal to at least the number of whole years of the Eligible\nEmployee's Period of Service, whether or not such Periods of Service were\ncompleted consecutively. Non-successive Periods of Service must be aggregated on\nthe basis that 12 months of service (30 days are deemed to be a month in the\ncase of the aggregation of fractional months) or 365 days of service equal to\none whole Year of Service. Years of Service shall include those Periods of\nSeverance required to be credited pursuant to the service spanning rules of the\nCode. Under such rules, if an Eligible Employee severs from service by\n\n--------------------------------------------------------------------------------\n\n\n                                       14\n\n\nreason of a quit, discharge or retirement and then performs an Hour of Service\nwithin twelve (12) months of the Termination from Service Date, the Plan shall\ntake into account the Period of Severance. In addition, if an Eligible Employee\nsevers from service by reason of a quit, discharge or retirement during an\nabsence from service or twelve (12) months or less for any reason other than a\nquit, discharge, or retirement and then performs an Hour of Service within\ntwelve (12) months of the date on which the Eligible Employee was first absent\nfrom service, the Plan shall take into account the Period of Severance.\n\n      For purposes of determining an Employee's eligibility to participate in\nthe Plan and for purposes of vesting, all periods of the Employee's employment\nwith a predecessor employer or employers shall be included in calculating his\nservice to the extent required by Section 414(a) of the Code if an Employer or a\nControlled Group Member maintains a plan of such predecessor employer. However,\nif the Employer or Controlled Group Member does not maintain a plan of such\npredecessor employer or if the acquired entity did not maintain a predecessor\nplan at the time it was acquired, periods of employment with such predecessor\nemployer shall not be included in calculating an Employee's service unless\nrequired by regulations under Section 414(a) of the Code or as otherwise\nprovided by the Board of Directors or the Administrative Committee, in\naccordance with the service crediting rules of Section 401(a)(4) of the Code.\n\n      For purposes of determining an Employee's eligibility to participate in\nthe Plan and for purposes of vesting, all periods of the Employee's employment\nwith the Employer or a Controlled Group Member completed before the adoption of\nthis Plan (or such part of the Plan which constitutes a separate plan under\nSection 410(b) of the Code) shall not be included in calculating his service,\nunless required by the Code or as otherwise provided by the Board of Directors\nor the Administrative Committee, in accordance with the service crediting rules\nof Section 401(a)(4) of the Code.\n\n      2.2 Construction. The masculine gender, where appearing in the Plan, shall\nbe deemed to include the feminine gender, unless the context clearly indicates\nto the contrary. All references to \"Section\" refer to sections of the Plan,\nunless indicated otherwise. Unless the context indicates otherwise, words in the\nsingular shall include the plural, and the plural shall include the singular.\n\n--------------------------------------------------------------------------------\n\n\n                                       15\n\n\n--------------------------------------------------------------------------------\n                         III: Participation And Service\n--------------------------------------------------------------------------------\n\n      3.1 Eligibility to Participate.\n\n            (a) Effective on the PE Effective Date, for purposes of eligibility\nto authorize the Employer to make Pre-Tax Contributions in accordance with\nSection 4.1 and to share in the allocation of the Employer's Matching\nContributions pursuant to Section 4.2, each Eligible Employee shall be eligible\nto become a Participant as of his Employment Commencement Date.\n\n            (b) Effective on the PE Effective Date, for purposes of sharing in\nthe allocation of the Employer's Profit Sharing Contribution in accordance with\nSection 4.1(e), each Eligible Employee shall be eligible to become a Participant\non the date as of which he is credited with one Year of Service.\n\n      3.2 Commencement of Participation. Each Eligible Employee who has\nsatisfied the requirements of Section 3.1 shall commence participation in the\nPlan on the next practicable Entry Date following the date he satisfies such\nrequirements, provided he or she has filed the appropriate forms with the\nAdministrative Committee, and supplied such information as is reasonably\nnecessary for the administration of this Plan.\n\n      An Eligible Employee who does not elect to make Pre-Tax Contributions to\nthe Plan as of the first Entry Date next following the date he has met the\neligibility requirements of Section 3.1(a), may elect to commence to make\nPre-Tax Contributions to the Plan, as soon as practicable following any\nsubsequent payroll period. An Eligible Employee's decision to commence making\nPre-Tax Contributions shall be entirely voluntary. Eligible Employees who do not\nmake Pre-Tax Contributions will share, if otherwise eligible, in the Employer's\nProfit Sharing Contributions and Discretionary QNECs, if any.\n\n      3.3 Cessation of Participation. An Eligible Employee shall cease to be a\nParticipant upon the earliest of: (i) the date on which his employment with the\nEmployer terminates for any reason, including death or Disability; or (ii) the\ndate on which he ceases to be an Eligible Employee.\n\n      3.4 Participation and Service upon Reemployment. Upon the reemployment of\nany person after the Effective Date who had previously been employed by the\nEmployer on or \n\n--------------------------------------------------------------------------------\n\n\n                                       16\n\n\nafter the Effective Date, the following rules shall apply in determining his\nparticipation in the Plan and his Years of Service.\n\n            (a) A reemployed Eligible Employee shall be eligible to make Pre-Tax\nContributions and share in Matching Contributions as soon as practicable\nfollowing his reemployment.\n\n            (b) If the reemployed Terminated Participant is reemployed as an\nEligible Employee and had a vested interest in his Matching Contribution Account\nor Profit Sharing Contribution Account when he Terminated employment, then he\nshall again be eligible to participate as soon as practicable following his\nreemployment and the Years of Service with which he was credited prior to\nTermination of employment shall be restored to him upon his reemployment for\npurposes of eligibility and vesting in future Matching Contributions and Profit\nSharing Contributions allocated to him after his reemployment.\n\n            (c) If the reemployed Terminated Participant is reemployed as an\nEligible Employee and did not have a vested interest in his Matching\nContribution Account or Profit Sharing Contribution Account when he Terminated\nemployment, then he shall again be eligible to participate as soon as\npracticable following his reemployment and the Years of Service with which he\nwas credited prior to Termination of employment shall be restored to him upon\nhis reemployment for purposes of eligibility and vesting in future Matching\nContributions and Profit Sharing Contributions allocated to him after his\nreemployment, if he is reemployed prior to incurring a Break in Service equal to\nor greater than five consecutive years.\n\n            (d) If the reemployed Terminated Participant is reemployed as an\nEligible Employee and did not have a vested interest in his Matching\nContribution Account or Profit Sharing Contribution Account when he Terminated\nemployment and he is reemployed after incurring a Break in Service equal to or\ngreater than five consecutive years, then he must meet the requirements for\neligibility to participate as if he were a new Employee and the Years of Service\nhe had earned prior to Termination shall not be restored to him. A reemployed\nindividual shall be eligible to authorize Pre-Tax Contributions to be made to\nthe Plan and to share in Matching Contributions as soon as practicable following\nhis reemployment.\n\n            (e) If the reemployed individual is reemployed as an Eligible\nEmployee, but was not yet a Participant in the Plan when he Terminated\nemployment, he must \n\n--------------------------------------------------------------------------------\n\n\n                                       17\n\n\nmeet the requirements for eligibility to share in Profit Sharing Contributions\nas if he were a new Eligible Employee; provided, however, that if he had been\ncredited with a Year of Service prior to his Termination and he is reemployed\nprior to incurring a Break in Service equal to or greater than five consecutive\nyears, then he shall be eligible for Profit Sharing Contributions on the next\nEntry Date following his reemployment. A reemployed individual shall be eligible\nto authorize Pre-Tax Contributions to be made to the Plan and to share in\nMatching Contributions as soon as practicable following his reemployment.\n\n      3.5  Transfers  to  Controlled  Group  Members  and  Change in  Status.  A\nParticipant's status as such under the Plan shall be modified upon and after the\ndate as of which  the  Participant  (i) is  transferred  to a  Controlled  Group\nMember; (ii) becomes a Leased Employee; (iii) becomes an Employee whose terms of\nemployment  are  covered  by a  collective  bargaining  agreement  that does not\nprovide for  participation  in this Plan; or (iv) ceases for any other reason to\nbe an Eligible Employee while still employed by the Employer.\n\n      The Participant shall share in Employer  contributions  only to the extent\nof his  Compensation up to the time such transfer or change in status occurs and\nshall  not  share  in  Employer  contributions  thereafter,  unless  he later is\ntransferred  back to the  Employer  or again  becomes an Eligible  Employee  and\nbecomes eligible under the terms of the Plan to share in such  allocations.  He,\nhowever, shall share in Income allocations pursuant to Section 5.2(a).\n\n      3.6 Transfers from Controlled Group Members.  Any individual who transfers\nto the Employer  from a Controlled  Group Member  (regardless  of whether he was\npreviously  employed  by  the  Employer)  shall  be  entitled  to  make  Pre-Tax\nContributions  on the date he satisfies the  requirements of Sections 3.1(a) and\n3.2, and shall be entitled to share in Profit Sharing Contributions on the later\nof (a) the date he satisfies the requirements of Section 3.1(b), or (b) the date\nhe  transfers  to the  Employer.  For  purposes  of  sharing  in Profit  Sharing\nContributions  for the Plan Year in which  such  transfer  occurs,  Compensation\nshall be measured  from the date of such  transfer.  For  purposes of sharing in\nProfit  Sharing  Contributions  for the Plan  Year in which a change  in  status\noccurs,  as described in Section 3.5,  Compensation  shall be measured  from the\ndate of such change in status.\n\n      3.7 Transfers  from Employer to Employer.  Any  Participant  who transfers\nfrom an Employer to another Employer shall only be entitled to share in Matching\nContributions\n\n--------------------------------------------------------------------------------\n\n\n                                       18\n\n\nmade by his former Employer, at the rate specified in Appendix A and in\naccordance with Section 4.1(c), with respect to any Pre-Tax Contributions made\nby the Participant prior to his transfer. However, such Participant shall be\nentitled to share in Matching Contributions made by his new Employer, at the\nrate specified in Appendix A and in accordance with Section 4.1(c), with respect\nto any Pre-Tax Contributions made by the Participant subsequent to his transfer.\nFor purposes of sharing in Profit Sharing Contributions for the Plan Year in\nwhich such transfer occurs, the Participant shall only be entitled to share in\nProfit Sharing Contributions made by his former Employer in accordance with\nSection 5.2(b)(4), if any, with respect to Compensation that is attributable to\nthe portion of the Plan Year prior to his transfer. However, such Participant\nshall be entitled to share in Profit Sharing Contributions made by his new\nEmployer in accordance with Section 5.2(b)(4), if any, with respect to\nCompensation that is attributable to the portion of the Plan Year subsequent to\nhis transfer.\n\n--------------------------------------------------------------------------------\n\n\n                                       19\n\n\n--------------------------------------------------------------------------------\n                                IV: Contributions\n--------------------------------------------------------------------------------\n\n      4.1 Contributions.\n\n            (a) Pre-Tax Contributions.\n\n                  (1) Subject to the limitations of Sections 4.4 and 5.3,\neffective on the PE Effective Date, each Participant shall have the option to\nauthorize the Employer, in accordance with procedures established by the\nAdministrative Committee, to contribute to the Plan for a Plan Year on his\nbehalf, an amount equal to any whole percentage of his future Compensation from\none percent (1%) up to fifteen percent (15%) (as determined without regard to\nthis Section 4.1(a)) for such Plan Year. Such authorization shall be in the form\nof an election by the Participant to have his Compensation reduced by payroll\nwithholding. Payroll deductions shall commence in accordance with Section 3.2.\n\n                  (2) Notwithstanding the foregoing, the Participant shall be\nprohibited from authorizing any Pre-Tax Contributions to be made on his behalf\nunder this Plan and elective contributions under any other plan, in excess of\nthe applicable limit under Section 402(g) of the Code in effect for the Plan\nYear to which such Pre-Tax Contributions relate. In the event a Participant has\nmade excess deferrals under the Plan (or, if not, has determined that excess\ndeferrals will be considered to exist under this Plan), then not later than the\nfirst day of March that next follows the close of the Participant's taxable\nyear, (unless such deadline is waived by the Administrative Committee in its\ndiscretion) the Participant may notify the Plan in writing of the amount of the\nexcess deferrals hereunder. The Participant shall be deemed to have notified the\nPlan of excess deferrals to the extent he has excess deferrals for the taxable\nyear calculated by taking into account only elective deferrals under the Plan\nand other plans of the Employer or Controlled Group Member. The Employer may\nnotify the Plan on behalf of the Participant under these circumstances.\n\n      Not later than the first April 15 following the close of the taxable year,\nthe Plan shall distribute to the Participant the amount designated above,\nincluding any Income allocated thereto. The Income attributable to a\nParticipant's excess deferral pursuant to this Section 4.1(a)(2) for the Plan\nYear during which such excess deferral arose shall be determined in accordance\nwith Treas. Reg. ss.1.402(g)-1(e)(5)(ii). Unless otherwise provided for by the\n\n--------------------------------------------------------------------------------\n\n\n                                       20\n\n\nAdministrative Committee, any Income attributable to a Participant's excess\ndeferrals for the period between the end of the Plan Year and the date of\ndistribution shall be disregarded. Excess deferrals to be distributed for a Plan\nYear shall be reduced by Excess Contributions previously distributed for the\nPlan Year beginning in such taxable year as set forth in Section 4.4. Matching\nContributions allocated by reason of any excess deferral distributed pursuant to\nthis Section, together with any income allocated thereto for the calendar year\nto which the excess deferral relates, shall be forfeited at the time such\ndistribution is made. For this purpose, however, the excess deferrals that are\nreturned to the Participant shall be deemed to be first those Pre-Tax\nContributions for which no Matching Contribution was made and second those\nPre-Tax Contributions for which a Matching Contribution was made. Accordingly,\nif the Pre-Tax Contributions that are returned to the Participant as excess\ndeferrals were not matched, no Matching Contributions will be forfeited.\n\n      A Participant who has excess deferrals for a taxable year may receive a\ncorrective distribution of excess deferrals during the same year. This\ncorrective distribution shall be made only if:\n\n                  (A) The Participant designates the distribution as an excess\ndeferral. The Participant shall be deemed to have designated the distribution to\nthe extent the Participant has excess deferrals for the taxable year calculated\nby taking into account only elective deferrals under the Plan and other plans of\nthe Employer and Controlled Group Member. The Employer may make the designation\non behalf of the individual under these circumstances.\n\n                  (B) The correcting distribution is made after the date on\nwhich the Plan received the excess deferral.\n\n                  (C) The Plan designates the distribution as a distribution of\nexcess deferrals.\n\n      The term \"excess deferrals\" means the excess of an individual's elective\ndeferrals for any taxable year, as defined in Treas. Reg. ss.1.402(g)-1(b), over\nthe applicable limit under Section 402(g)(1) for the taxable year.\n\n      Notwithstanding the foregoing, the Administrative Committee may further\nlimit a Participant's right to make Pre-Tax Contributions to the Plan if in the\nsole judgment and \n\n--------------------------------------------------------------------------------\n\n\n                                       21\n\n\ndiscretion of the Administrative Committee, such limits are necessary to ensure\nthe Plan's compliance with the requirements of Sections 401(k) and (m) of the\nCode.\n\n            (b) Change in Amount of Pre-Tax Contributions. Upon notice to the\nAdministrative Committee, each Participant shall have the option to change the\namount of Pre-Tax Contributions he has authorized the Employer to contribute to\nthe Plan on his behalf pursuant to Section 4.1(a) or to suspend Pre-Tax\nContributions entirely, as of any subsequent payroll period to be effective as\nsoon as practicable thereafter. A Participant who has ceased making Pre-Tax\nContributions may again authorize Pre-Tax Contributions to be made to the Plan\non his behalf as of any subsequent payroll period to be effective as soon as\npracticable thereafter. A change made pursuant to this Section shall remain in\neffect until the Participant's active participation in the Plan has terminated,\nexcept to the extent a change is again made pursuant to this Section or as\notherwise provided by the Plan.\n\n            (c) Matching Contributions. Subject to the limitations of Sections\n4.6 and 5.3, effective on the PE Effective Date, the Company and each\nParticipating Employer (except as set forth below) shall make Matching\nContributions to the Plan on behalf of each Participant who makes Pre-Tax\nContributions at the rate, if any, specified on Appendix A, unless the Company\nor the Participating Employer, by action of its board of directors, elects not\nto make Matching Contributions for such Plan Year and affected Participants are\nnotified of such action.\n\n      Except as set forth in Appendix A, in order to share in the allocation of\nMatching Contributions, a Participant must complete 1,000 Hours of Service\nduring the Plan Year and be employed by the Employer on the last day of the Plan\nYear (or be on a leave of absence under the Family and Medical Leave Act), or\nhave Terminated during the Plan Year due to death, Retirement or Disability\nprior to the last day of the Plan Year. The rate of Matching Contributions may\nbe increased (or decreased) for any payroll period to such extent as the boards\nof directors of the Participating Employers may determine in their discretion.\n\n            (d) Discretionary QNECs. Subject to the limitations of Sections 4.4\nand 5.3, effective on the PE Effective Date, the Employer shall contribute for\neach Plan Year an amount, if any, as determined by the Board of Directors on\nbehalf of some or all Participants who are not Highly Compensated Eligible\nParticipants. It is intended that this contribution shall \n\n--------------------------------------------------------------------------------\n\n\n                                       22\n\n\nconstitute a qualified nonelective contribution within the meaning of Treas.\nReg. ss.1.401(k)-1(g)(13)(ii) or any successor thereto. Such Discretionary QNECs\nmay be used to satisfy the nondiscrimination tests set forth in Sections 4.4 and\n4.6 pertaining to Pre-Tax Contributions and Matching Contributions.\n\n            (e) Profit Sharing Contribution. Subject to the limitations of\nSection 5.3, effective on the PE Effective Date, the Company and each\nParticipating Employer in its discretion may contribute an amount for each Plan\nYear, which shall be allocated in accordance with Section 5.2(b)(4). Any\ncontributions made hereunder shall be without regard to whether the Employer has\ncurrent or accumulated earnings or profits for its taxable year that ends with\nor within the Plan Year for which the contributions are made.\n\n            (f) Appendix A. Notwithstanding the foregoing, if Appendix A\naffirmatively states that any of the foregoing Sections are not effective with\nrespect to a Participating Employer, or is silent as to whether any of the\nforegoing Sections are effective with respect to a Participating Employer, then\nsuch Sections shall not be effective with respect to such Participating\nEmployer; except that, Section 4.1(e) (and Sections 3.1(b) and 6.3(b)) shall be\neffective as of July 1, 2001 with respect to each Participating Employer that\nadopted the Prior Plan.\n\n      4.2 Time and Manner of Contribution. All contributions shall be paid\ndirectly to the Trustee, and except as provided in Section 4.1(a) with respect\nto Pre-Tax Contributions, a contribution for any Plan Year shall be made not\nlater than the date prescribed by law for filing the Employer's federal income\ntax return, including extensions, for such Plan Year. Subject to the foregoing,\nany contributions (other than Pre-Tax Contributions) may be paid in installments\nfrom time to time during or after the Plan Year in which made. The contributing\nEmployer shall specify, as to each contribution payment it makes to the Trust\nFund, the Plan Year to which such payment relates.\n\n      4.3 Conditions on Employer Contributions. To the extent permitted or\nrequired by ERISA and the Code, contributions under this Plan are subject to the\nfollowing conditions:\n\n--------------------------------------------------------------------------------\n\n\n                                       23\n\n\n            (a) If the Employer makes a contribution, or any part thereof, by\ngood faith mistake of fact, such contribution or part thereof, or its then\ncurrent value if less, shall be returned to the Employer within one year after\nsuch contribution is made;\n\n            (b) Contributions to the Trust Fund are specifically conditioned on\nthe initial qualification of the Plan under the Code; in the event the Plan is\ndetermined to be disqualified upon an application for determination made by the\ntime prescribed by law for filing the Employer's return for the taxable year in\nwhich the Plan was adopted or such later date as the Secretary of the Treasury\nmay prescribe, contributions made in respect of any period subsequent to the\neffective date of such disqualification shall be returned to the Employer within\none year after the effective date of disqualification;\n\n            (c) Contributions to the Plan are specifically conditioned upon\ntheir deductibility under the Code; to the extent a deduction is disallowed for\nany such contribution, such amount, or its then current value if less, shall be\nreturned to the Employer within one year after the disallowance of the\ndeduction; and\n\n            (d) The amount of any Employer contribution shall be subject to the\nlimitations prescribed in Section 5.3.\n\n      4.4 Limitations on Pre-Tax Contributions. Effective on the date set forth\nin Appendix A, the amount of Pre-Tax Contributions made in each Plan Year on\nbehalf of all Eligible Participants under the Plan shall comply with either (a)\nor (b) and (c), if applicable, below.\n\n            (a) Unless otherwise provided in Appendix A with respect to any of\nthe Merged Plans, the average deferral percentage for the Highly Compensated\nEligible Participants for the current Plan Year shall not exceed the average\ndeferral percentage of all other Eligible Participants for the immediately\npreceding Plan Year multiplied by 125%; or\n\n            (b) Unless otherwise provided in Appendix A with respect to any of\nthe Merged Plans, the average deferral percentage for Highly Compensated\nEligible Participants for the current Plan Year shall not be greater than the\naverage deferral percentage of all other Eligible Participants for the\nimmediately preceding Plan Year multiplied by 200% and the excess of the average\ndeferral percentage for Highly Compensated Eligible Participants for the current\n\n--------------------------------------------------------------------------------\n\n\n                                       24\n\n\nPlan Year over all other Eligible Participants for the immediately preceding\nPlan Year shall not exceed two percentage points.\n\n      Compliance with (a) and (b) above, shall be determined in accordance with\nthe rules set forth in Section 401(k)(3) of the Code and Treas. Reg.\nss.1.401(k)-1(b), or any successors thereto.\n\n            (c) Notwithstanding the foregoing, if this Section 4.4 and Section\n4.6 are both satisfied by use of the limitation set forth in subsection (b)\nabove, the average deferral percentages for the Highly Compensated Eligible\nParticipants and the average contribution percentages for the Highly Compensated\nEligible Participants, as defined in Section 4.6, also must satisfy the\naggregate limit test set forth in Treas. Reg. ss.1.401(m)-2(b)(3).\n\n      The average deferral percentage shall equal the sum of the individual\ndeferral percentages for Participants in the applicable Highly Compensated or\nNon-Highly Compensated Eligible Employee category, divided by the total number\nof Eligible Employees in such group. The individual deferral percentage shall be\nequal to the amount of the Participant's Pre-Tax Contributions for the Plan\nYear, divided by his Compensation for such Plan Year. For purposes of computing\nthe deferral rates, if any Employer or Controlled Group Member maintains any\nother cash or deferred arrangement which is aggregated with this Plan for\npurposes of applying Section 401(a)(4) or 410(b) of the Code, all such cash or\ndeferred arrangements shall be treated as one plan. The individual deferral\npercentage for any Highly Compensated Employee for the Plan Year who is eligible\nto have Pre-Tax Contributions allocated to him under two or more arrangements\ndescribed in Section 401(k) of the Code that are maintained by an Employer or\nits Controlled Group Members shall be determined as if such Pre-Tax\nContributions were made under a single arrangement.\n\n      If the Administrative Committee determines, in its sole discretion, with\nrespect to any Plan Year, that the Plan will (or may) fail (a), (b) or (c)\nabove, the Administrative Committee shall take any action that it deems\nappropriate, including imposing a uniform limitation on Pre-Tax Contributions\nmade by Highly Compensated Eligible Participants, for the Plan to satisfy (a),\n(b) or (c) above.\n\n      If the amount of Pre-Tax Contributions authorized by Highly Compensated\nEligible Participants in a Plan Year would not comply with (a), (b) or (c)\nabove, then by the last \n\n--------------------------------------------------------------------------------\n\n\n                                       25\n\n\nday of the following Plan Year, the Administrative Committee may determine that\nthe Excess Contributions for such Plan Year shall be distributed to the\napplicable Highly Compensated Eligible Participants, including any Income\nattributable to such Excess Contributions. Pre-Tax Contributions that are\ndistributed from the Plan shall continue to be treated under Section 415 as\nAnnual Additions for the Participant from whose Account they are distributed.\n\n      The Administrative Committee shall determine the amount of the Excess\nContributions attributable to each Highly Compensated Eligible Participant as\nthe amount (if any) by which the Highly Compensated Eligible Participant's\nPre-Tax Contributions must be reduced for the average deferral percentage to\nequal the highest permitted average deferral percentage under the Plan. The\nhighest permitted average deferral percentage permitted under the Plan shall be\ndetermined by reducing the individual deferral percentage of the Highly\nCompensated Eligible Participant with the highest individual deferral percentage\nto equal the individual deferral percentage of the Highly Compensated Eligible\nParticipant with the next highest individual deferral percentage. If a lesser\nreduction would permit the Plan to meet the requirements of (a), (b) or (c)\nabove, such lesser reduction shall be made. The Administrative Committee shall\nrepeat this process until the Plan meets the requirements of (a), (b) or (c)\nabove.\n\n      The Administrative Committee shall distribute the amount of the Excess\nContributions plus Income, as determined above, to Highly Compensated Eligible\nParticipants, in the amount necessary so that the Highly Compensated Eligible\nParticipant who authorized the highest dollar amount of Pre-Tax Contributions is\nreduced to equal the next highest dollar amount of Pre-Tax Contributions (or a\nlesser amount if a lesser amount may be distributed in order to comply with (a),\n(b) or (c) above) authorized by the Highly Compensated Eligible Participant with\nthe next highest dollar amount of Pre-Tax Contributions. The foregoing steps\nshall be repeated until the total amount of Excess Contributions have been\ndistributed. Recalculation of the average deferral percentage test following the\ndistribution of Excess Contributions, shall not be required. Any Matching\nContribution allocable to an Excess Contribution that is returned to the\nParticipant pursuant to this Section 4.4 shall be forfeited notwithstanding the\nprovisions of Section 6.3. For this purpose, however, the Excess Contributions\nthat are returned to the Participant shall be deemed to be first those Pre-Tax\nContributions for which no Matching Contribution was made and second those\nPre-Tax \n\n--------------------------------------------------------------------------------\n\n\n                                       26\n\n\nContributions for which a Matching Contribution was made. Accordingly, unmatched\nPre-Tax Contributions shall be returned as Excess Contributions before matched\nPre-Tax Contributions.\n\n      Alternatively, the Administrative Committee may take such other actions as\nmay be permissible under the Code to ensure the Plan's compliance with the\nrequirements of Section 401(k) of the Code, including, without limitation the\nallocation of the Employer's contribution to some or all Eligible Participants\nwho are not Highly Compensated Eligible Participants in accordance with Section\n4.1(c).\n\n      4.5 Income Attributable to Excess Contributions. The Income attributable\nto a Participant's Excess Contributions pursuant to Section 4.4 for the Plan\nYear during which such Excess Contributions arose shall be determined in\naccordance with Treas. Reg. ss.1.401(k)-1(f)(4)(ii).\n\n      Unless provided for by the Administrative Committee, any gain or loss on a\nParticipant's Excess Contributions for the period between the end of the Plan\nYear and the date of distribution shall be disregarded.\n\n      4.6 Limitations on Matching Contributions and After-Tax Contributions.\nEffective January 1, 1997 with respect to Participating Employers that adopted\nthe Prior Plan and the date set forth on Appendix A with respect to other\nParticipating Employers, the amount of Matching Contributions made in each Plan\nYear on behalf of all Eligible Participants and After-Tax Contributions made by\nEligible Participants under the Plan shall comply with either (a) or (b) and\n(c), if applicable, below.\n\n            (a) Unless otherwise provided in Appendix A with respect to any of\nthe Merged Plans, the average contribution percentage for the Highly Compensated\nEligible Participants for the current Plan Year shall not exceed the average\ncontribution percentage of all other Eligible Participants for the immediately\npreceding Plan Year multiplied by 125%; or\n\n            (b) Unless otherwise provided in Appendix A with respect to any of\nthe Merged Plans, the average contribution percentage for Highly Compensated\nEligible Participants for the current Plan Year shall not be greater than the\naverage contribution percentage of all other Eligible Participants for the\nimmediately preceding Plan Year multiplied by 200% and the excess of the average\ncontribution percentage for Highly Compensated Eligible \n\n--------------------------------------------------------------------------------\n\n\n                                       27\n\n\nParticipants for the current Plan Year over all other Eligible Participants for\nthe immediately preceding Plan Year shall not exceed two percentage points.\n\n      Compliance with (a) and (b) above, shall be determined in accordance with\nthe rules set forth in Section 401(m)(2) of the Code and Treas. Reg.\nss.1.401(m)-1(b), or any successors thereto.\n\n            (c) Notwithstanding the foregoing, if this Section 4.6 and Section\n4.4 are both satisfied by use of the limitation set forth in subsection (b)\nabove, the average contribution percentages for the Highly Compensated Eligible\nParticipants and the average deferral percentages for the Highly Compensated\nEligible Participants, as defined in Section 4.4, also must satisfy the\naggregate limit test set forth in Treas. Reg. ss.1.401(m)-2(b)(3).\n\n      The average contribution percentage shall equal the sum of the individual\ncontribution percentages for Participants in the applicable Highly Compensated\nor Non-Highly Compensated Eligible Employee category, divided by the total\nnumber of Eligible Employees in such group. The individual contribution\npercentage shall be equal to the amount of the Participant's Matching\nContributions for the Plan Year, divided by his Compensation for such Plan Year.\nFor purposes of computing the contribution rates, if any Employer or Controlled\nGroup Member maintains any other cash or deferred arrangement which is\naggregated with this Plan for purposes of applying Section 401(a)(4) or 410(b)\nof the Code, all such cash or deferred arrangements shall be treated as one\nplan. The individual contribution percentage for any Highly Compensated Employee\nfor the Plan Year who is eligible to have Matching Contributions and Pre-Tax\nContributions allocated to him under two or more arrangements described in\nSections 401(a) or 401(m) of the Code that are maintained by the Employer or its\nControlled Group Members shall be determined as if such contributions were made\nunder a single arrangement.\n\n      If two or more plans maintained by the Employer or its Controlled Group\nMembers are treated as one plan for purposes of the nondiscrimination\nrequirements of Code Section 401(a)(4) or the coverage requirements of Code\nSection 410(b) (other than for purposes of the average benefits test), all\nMatching Contributions that are made pursuant to those plans shall be treated as\nhaving been made pursuant to one plan.\n\n      If the Administrative Committee determines, in its sole discretion, with\nrespect to any Plan Year, that the Plan will (or may) fail (a), (b) or (c)\nabove, the Administrative \n\n--------------------------------------------------------------------------------\n\n\n                                       28\n\n\nCommittee shall take any action that it deems appropriate for the Plan to\nsatisfy (a), (b) or (c) above.\n\n      If the amount of Matching Contributions and\/or After-Tax Contributions\nmade by or on behalf of Highly Compensated Eligible Participants in a Plan Year\nwould not comply with (a), (b) or (c) above, then by the last day of the\nfollowing Plan Year, the Administrative Committee may determine that the Excess\nAggregate Contributions for such Plan Year shall be distributed (or forfeited,\nif otherwise not vested) to the applicable Highly Compensated Eligible\nParticipants, including any Income attributable to such Excess Aggregate\nContributions. Excess Aggregate Contributions that are distributed are treated\nas Annual Additions under Section 415 of the Code. Forfeited Matching\nContributions that are reallocated to the Accounts of other Participants for the\nPlan Year in which the forfeiture occurs are treated under Section 415 as Annual\nAdditions for the Participant to whose Account they are reallocated and for the\nParticipant from whose Accounts they are forfeited.\n\n      The Administrative Committee shall determine the amount of the Excess\nAggregate Contributions attributable to each Highly Compensated Eligible\nParticipant as the amount (if any) by which the Highly Compensated Eligible\nParticipant's Matching Contributions and\/or After-Tax Contributions must be\nreduced for the average contribution percentage to equal the highest permitted\naverage contribution percentage under the Plan. The highest permitted average\ncontribution percentage permitted under the Plan shall be determined by reducing\nthe individual contribution percentage of the Highly Compensated Eligible\nParticipant with the highest individual contribution percentage to equal the\nindividual contribution percentage of the Highly Compensated Eligible\nParticipant with the next highest individual contribution percentage. If a\nlesser reduction would permit the Plan to meet the requirements of (a), (b) or\n(c) above, such lesser reduction shall be made. The Administrative Committee\nshall repeat this process until the Plan meets the requirements of (a), (b) or\n(c) above.\n\n      The Administrative Committee shall distribute (or cause to be forfeited if\notherwise not vested) the amount of the Excess Aggregate Contributions plus\nIncome, as determined above, to Highly Compensated Eligible Participants, in the\namount necessary so that the Highly Compensated Eligible Participant who\nreceived the highest dollar amount of Matching Contributions and\/or made the\nhighest dollar amount of After-Tax Contributions, is \n\n--------------------------------------------------------------------------------\n\n\n                                       29\n\n\nreduced to equal the next highest dollar amount of Matching Contributions or\nAfter-Tax Contributions, as applicable, (or a lesser amount if a lesser amount\nmay be distributed in order to comply with (a), (b) or (c) above) received by\nthe Highly Compensated Eligible Participant with the next highest dollar amount\nof Matching Contributions or After-Tax Contributions. The foregoing steps shall\nbe repeated until the total amount of Excess Aggregate Contributions have been\ndistributed. Recalculation of the average contribution percentage test following\nthe distribution of Excess Aggregate Contributions, shall not be required.\n\n      Alternatively, the Administrative Committee may take such other actions as\nmay be permissible under the Code to ensure the Plan's compliance with the\nrequirements of Section 401(m) of the Code, including, without limitation the\nallocation of the Employer's Discretionary QNEC to some or all Eligible\nParticipants who are not Highly Compensated Eligible Participants in accordance\nwith Section 4.1(d).\n\n      4.7 Income Attributable to Excess Aggregate Contributions. The Income\nattributable to a Participant's Excess Aggregate Contributions pursuant to\nSection 4.6 for the Plan Year during which such Excess Aggregate Contributions\narose shall be determined in accordance with Treas. Reg.\nss.1.401(m)-1(e)(3)(ii).\n\n      Unless provided for by the Administrative Committee, any gain or loss on a\nParticipant's Excess Aggregate Contributions for the period between the end of\nthe Plan Year and the date of distribution shall be disregarded.\n\n      4.8 Requirements for Qualified Non-Elective Contributions. Any\ncontributions that are designated as qualified non-elective contributions shall\nmeet the requirements of Treas. Reg. ss.1.401(k)-1(b)(5). In addition, qualified\nnon-elective contributions shall be fully vested at all times. Such\ncontributions shall be distributed from the Plan only in accordance with the\nevents enumerated in the Plan provided however, that in no event shall such\namounts be available for hardship withdrawal.\n\n      4.9 After-Tax Contributions. Except as provided in any of the Merged\nPlans, prior to July 1, 2001, a Participant could make voluntary after-tax\ncontributions to the Prior Plan for a Plan Year, not to exceed ten percent (10%)\nof his Compensation for the Plan Year. As of July 1, 2001, voluntary after-tax\ncontributions are not permitted.\n\n--------------------------------------------------------------------------------\n\n\n                                       30\n\n\n      4.10 Rollovers. A Participant or an Eligible Employee, with the prior\napproval of the Administrative Committee, may transfer, or have transferred to\nthe Trust any property which has been distributed to him whether such amount is\n(i) transferred directly from the Trust of another plan that is qualified under\nSection 401(a) of the Code, as an eligible rollover distribution to this Plan;\n(ii) transferred by the Participant after his receipt of such amount from a plan\nqualified under Section 401(a) of the Code; or (iii) transferred from a\n\"conduit\" Individual Retirement Account established by the Participant upon his\nreceipt of such amount from a plan qualified under Section 401(a) of the Code;\nprovided, however, that such amount qualifies as a rollover amount as defined by\nthe Code at the time of the transfer. If it is later determined that an amount\ndid not in fact qualify as a rollover amount, such amount shall be immediately\nsegregated from all other assets of the Plan and distributed to the Participant.\nAny such amount shall be deemed never to have been part of the Trust Fund.\n\n      The amount of cash or the fair market value of any other property\ntransferred to the Trust pursuant to this Section 4.10 shall be credited to the\nParticipant's Rollover Account as of the Valuation Date next following such\ntransfer to the Trust and shall be nonforfeitable at all times.\n\n      4.11 Military Service. Effective December 12, 1994, notwithstanding any\nprovision of this Plan to the contrary, contributions, benefits and service\ncredit with respect to qualified military service shall be provided in\naccordance with Section 414(u) of the Code.\n\n--------------------------------------------------------------------------------\n\n\n                                       31\n\n\n--------------------------------------------------------------------------------\n                    V: Allocations To Participants' Accounts\n--------------------------------------------------------------------------------\n\n      5.1 Individual Account. The Administrative Committee shall create and\nmaintain, or cause to be created and maintained, adequate records to disclose\nthe interest in the Trust of each Participant, Terminated Participant and\nBeneficiary. Such records shall be in the form of individual Accounts and\ncredits, and charges shall be made to such Accounts in the manner herein\ndescribed. While such records shall distinguish between Pre-Tax Contributions\nand adjustments thereto and Matching Contributions and adjustments thereto and\nDiscretionary QNECs and adjustments thereto and Profit Sharing Contributions and\nadjustments thereto, there shall be one Account maintained for each Participant\nreflecting the Pre-Tax Contributions, Matching Contributions, Discretionary\nQNECs and Profit Sharing Contributions made to the Plan by or on behalf of each\nParticipant. There also shall be maintained accounts for each Participant\nreflecting his Rollover Account and After-Tax Contribution Account, if any. The\nmaintenance of individual Accounts is for accounting purposes only, and a\nsegregation of the assets of the Trust Fund with respect to each Account shall\nnot be required. Distributions and withdrawals made from an Account shall be\ncharged to the Account as of the date paid. Each Account shall also reflect the\ntotal value of its proportionate interest in each of the investment options\navailable under the Plan.\n\n      5.2 Account Activity. The Accounts of Participants, Terminated\nParticipants and Beneficiaries shall be adjusted in accordance with:\n\n            (a) Income. The Income of the Trust Fund shall be allocated as of\neach Valuation Date to the Accounts of Participants, Terminated Participants and\nBeneficiaries who have balances in their Accounts on such Valuation Date in\nproportion to the balances in their Accounts immediately after the preceding\nValuation Date taking into account any distributions, transfers or withdrawals\nfrom such Account during the interim period.\n\n      For purposes of this subsection, to the extent that Participants,\nTerminated Participants and Beneficiaries direct the management of their Account\npursuant to Section 7.2, the Income with respect to their Account shall be\nseparately determined by reference to each investment option designated by such\nindividuals.\n\n--------------------------------------------------------------------------------\n\n\n                                       32\n\n\n      If a Participant makes a rollover contribution to the Plan, it will be\ncredited to his Rollover Account as soon as practicable and thereafter shall\nbegin to be credited with a share of the Income.\n\n      All valuations hereunder shall be based on the fair market value of the\nassets in the Trust Fund on the Valuation Date or in the case of any investments\nthe Administrative Committee determines, on the basis of book value or contract\nvalue.\n\n      For purposes of this subsection, loans shall be funded from a\nParticipant's investments on a pro rata basis in accordance with Section 6.11(h)\nand Income on such investments shall be determined without regard to the portion\nof such investment that is used to fund the loan. Loan repayments (whether\nconsisting of principal and\/or interest) shall be credited to the Participant's\nAccount and related subaccounts in the proportion that each such subaccount\nfunded the loan pursuant to Section 6.11(h). The repayments shall be invested in\naccordance with the Participant's current investment elections.\n\n            (b) Contributions. The contributions for each Plan Year shall be\nallocated among the Pre-Tax Contribution Accounts, Matching Contribution\nAccounts, Discretionary QNEC Accounts and Profit Sharing Contribution Accounts\nof those eligible Participants as set forth below:\n\n                  (1) Pre-Tax Contributions. The Pre-Tax Contribution for the\nPlan Year made pursuant to Section 4.1(a) shall be credited directly to the\nPre-Tax Contribution Account of each Participant who authorized a Pre-Tax\nContribution.\n\n                  (2) Matching Contributions. The Employer's Matching\nContribution for the Plan Year made pursuant to Section 4.1(c) shall be\nallocated to the Matching Contribution Accounts of those Participants described\nin Section 4.1(c).\n\n                  (3) Discretionary QNECs. The Employer's Discretionary QNEC for\nthe Plan Year made pursuant to Section 4.1(d), shall be credited directly to the\nDiscretionary QNEC Accounts of some or all Eligible Participants who are not\nHighly Compensated Eligible Participants as of the last day of the Plan Year and\nwho are designated to receive an allocation of such contribution.\n\n                  (4) Profit Sharing Contributions. Except as set forth in\nAppendix A, in order to share in the allocation of Profit Sharing Contributions,\na Participant \n\n--------------------------------------------------------------------------------\n\n\n                                       33\n\n\nmust complete 1,000 Hours of Service during the Plan Year and be employed by the\nEmployer on the last day of the Plan Year, or have Terminated during the Plan\nYear due to death, Retirement or Disability prior to the last day of the Plan\nYear. Such allocations shall be made in the ratio that the Compensation of each\neligible Participant bears to the Compensation of all eligible Participants of\nthe Participating Employer as set forth in Appendix A.\n\n            (c) Forfeitures. As of the end of each Plan Year, Forfeitures that\nresult from unvested Matching Contributions in accordance with Section 6.4,\nshall be used as soon as practicable to reduce the Participating Employers'\nMatching Contributions, and Forfeitures that result from unvested Profit Sharing\nContributions in accordance with Section 6.4, shall be used as soon as\npracticable to reduce the Participating Employers' Profit Sharing Contributions.\nNotwithstanding the foregoing, Forfeitures also may be applied toward the\npayment of the Company's or the Participating Employer's Plan expenses, or for\nother Plan purposes, including for the purpose of making adjustments to\nParticipants' Accounts, as determined by the Administrative Committee.\n\n            (d) Deemed Date of Allocation. All credits or deductions made under\nthis Article to Participants' Accounts shall be deemed to have been made no\nlater than the last day of the Plan Year though actually determined thereafter,\nprovided, however, that Income shall not be allocated to Accounts until the\ncredits or deductions noted above actually are applied to Participants'\nAccounts.\n\n      5.3 Maximum Annual Additions. The maximum Annual Additions that may be\ncontributed or allocated to a Participant's Account under the Plan for any\nLimitation Year shall not exceed the lesser of:\n\n            (a) $35,000, as indexed for increases in the cost-of-living in\naccordance with Section 415(d) of the Code, or\n\n            (b) 25 percent of the Participant's compensation, within the meaning\nof Section 415(c)(3) of the Code, for the Limitation Year.\n\n      The compensation limitation referred to in clause (b) above shall not\napply to:\n\n            (c) Any contribution for medical benefits (within the meaning of\nSection 419A(f)(2) of the Code) to be paid to the Participant after separation\nfrom service which is otherwise treated as Annual Additions, or\n\n--------------------------------------------------------------------------------\n\n\n                                       34\n\n\n            (d) Any amount otherwise treated as Annual Additions under Section\n415(l)(1) of the Code (relating to an individual medical account maintained\nunder a defined benefit plan).\n\n      If the total Annual Additions on behalf of a Participant for a Limitation\nYear would exceed the limitations described herein as a result of the allocation\nof forfeitures, a reasonable error in determining the amount of Pre-Tax\nContributions that a Participant may make to comply with this Section 5.3, or as\na result of a reasonable error in estimating a Participant's Compensation for\npurposes of this Section, Pre-Tax Contributions may be distributed to the\nParticipant to the extent that such distribution would reduce the excess Annual\nAdditions as permitted under Section 415 of the Code. Any Pre-Tax Contributions\nso distributed shall be deemed first to consist of Pre-Tax Contributions for\nwhich no corresponding Matching Contributions were made; and second from Pre-Tax\nContributions for which Matching Contributions were made. If Pre-Tax\nContributions are distributed, then such amounts shall be disregarded under\nSections 4.4, 4.5, 4.6, and 4.7 and for purposes of the limitations of Section\n402(g) of the Code. Any gains attributable to such excess Pre-Tax Contributions\nthat are so distributed, that are not also distributed, shall be considered as\nemployee contributions for the Limitation Year in which the excess Pre-Tax\nContributions were made. Any Matching Contributions attributable to Pre-Tax\nContributions that are distributed herein shall be held unallocated in a\nsuspense account.\n\n      If the total Annual Additions on behalf of a Participant for a Limitation\nYear would still exceed the limitations described herein after distribution of\nexcess Pre-Tax Contributions above, the excess amounts in the Participant's\nAccount attributable to Matching Contributions or Profit-Sharing Contributions\nshall be held unallocated in a suspense account for the Limitation Year and\nallocated and reallocated in the next Limitation Year to all Participants in the\nPlan. Such excess amounts must be used to reduce Employer contributions for the\nnext Limitation Year (and succeeding Limitation Years, as necessary) for all of\nthe Participants in the Plan or applied to the payment of Plan expenses.\nHowever, if the allocation or reallocation of the excess amounts pursuant to the\nprovisions of the Plan causes the limitations of Section 415 to be exceeded with\nrespect to a Participant for the Limitation Year, then these amounts shall be\nheld unallocated in a suspense account.\n\n--------------------------------------------------------------------------------\n\n\n                                       35\n\n\n      If a suspense account is in existence at any time during a particular\nLimitation Year, other than the Limitations Year described herein, all amounts\nin the suspense account must be allocated and reallocated to Participants'\nAccounts (subject to the limitations of Section 415) before any contributions\nwhich would constitute Annual Additions may be made to the Plan for that\nLimitation Year.\n\n      5.4 No Rights Created by Allocation. Any allocation made and credited to\nthe Account of a Participant, Terminated Participant or Beneficiary under this\nArticle shall not cause such Participant, Terminated Participant or Beneficiary\nto have any right, title or interest in or to any assets of the Trust Fund\nexcept at the time or times, and under the terms and conditions, expressly\nprovided in this Plan.\n\n--------------------------------------------------------------------------------\n\n\n                                       36\n\n\n--------------------------------------------------------------------------------\n                             VI: Payment Of Benefits\n--------------------------------------------------------------------------------\n\n      6.1 Normal Retirement or Disability. If a Participant is Terminated by\nreason of his Disability, then such Participant shall be entitled to receive the\nentire amount credited to his Account in the manner and at the time provided in\nSections 6.5 and 6.6. A Participant who was a Participant on June 30, 2001 and\nwho remained a Participant on July 1, 2001, and who has three or more Years of\nService as of July 1, 2001 shall be entitled to receive the entire amount\ncredited to his Account if he Terminates employment after reaching age 60.\n\n      6.2 Death. In the event that the Termination of a Participant is caused by\nhis death, or in the event that a Participant or Terminated Participant who is\nentitled to receive distributions pursuant to Section 6.1 dies prior to\nreceiving the full amount of such distributions, the entire amount credited to\nhis Account shall be paid to his Beneficiary in the manner and at the time\nprovided in Sections 6.5 and 6.6.\n\n      6.3 Other Termination and Vesting. If a Participant Terminates for any\nother reason, then he shall be entitled to receive the vested interest in his\nAccount as follows:\n\n            (a) A Participant shall be fully vested at all times in his Pre-Tax\nContribution Account, Discretionary QNEC Account, Rollover Account and After-Tax\nContribution Account.\n\n            (b) Effective on the PE Effective Date, a Participant shall become\nvested in his Profit Sharing Contribution Account in accordance with the\nfollowing schedule:\n\n--------------------------------------------------------------------------------\n             Years of Service                Vested Percentage\n================================================================================\n       Less than 2 years                               0%\n--------------------------------------------------------------------------------\n       2 but less than 3 years                        20%\n--------------------------------------------------------------------------------\n       3 but less than 4 years                        50%\n--------------------------------------------------------------------------------\n       4 but less than 5 years                        70%\n--------------------------------------------------------------------------------\n       5 years or more                               100%\n--------------------------------------------------------------------------------\n\n--------------------------------------------------------------------------------\n\n\n                                       37\n\n\n            (c) Effective on the PE Effective Date, except as provided in\nAppendix A, a Participant shall become vested in his Matching Contribution\nAccount in accordance with either of the following two schedules. Each\nParticipating Employer shall choose either schedule (1) or (2) below as set\nforth in Appendix A to the Plan.\n\n--------------------------------------------------------------------------------\n                                   Schedule 1\n             Years of Service                       Vested Percentage\n================================================================================\n       Less than 2 years                                      0%\n--------------------------------------------------------------------------------\n       2 but less than 3 years                               40%\n--------------------------------------------------------------------------------\n       3 years or more                                      100%\n--------------------------------------------------------------------------------\n\n--------------------------------------------------------------------------------\n                                   Schedule 2\n             Years of Service                       Vested Percentage\n================================================================================\n       Less than 2 years                                      0%\n--------------------------------------------------------------------------------\n       2 but less than 3 years                               20%\n--------------------------------------------------------------------------------\n       3 but less than 4 years                               50%\n--------------------------------------------------------------------------------\n       4 but less than 5 years                               70%\n--------------------------------------------------------------------------------\n       5 years or more                                      100%\n--------------------------------------------------------------------------------\n\n            (d) To the extent that any plan of a Participating Employer that has\nbeen merged with this Plan had a vesting schedule that would vest a Participant\nmore rapidly than under subsection (b) and (c) above, then any Participant who\nhad at least three Years of Service as of the date of merger, as determined in\naccordance with the rules for determining vesting service under such Merged\nPlan, shall continue to vest in accordance with the vesting schedule of the\nMerged Plan, as set forth in Appendix A to the Plan.\n\n      6.4 Disposition of Forfeitures.\n\n            (a) Upon Termination pursuant to Section 6.3, the vested percentage\nof a Participant's Account shall be distributed in accordance with Sections 6.5\nand 6.6. The nonvested percentage of his Matching Contribution Account and\nProfit Sharing Contribution Account shall be forfeited as soon as\nadministratively feasible and applied pursuant to Section 5.2(c). A Participant\nwhose vested interest in his Account upon Termination is zero shall be deemed to\nhave received a distribution of such amount.\n\n            (b) Any Participant who receives a distribution of his Account upon\nTermination of employment and experiences a Forfeiture at such time and\nthereafter resumes \n\n--------------------------------------------------------------------------------\n\n\n                                       38\n\n\nemployment covered by the Plan prior to incurring a Break in Service equal to or\ngreater than five consecutive years shall be entitled to repay the amount so\ndistributed. Upon such repayment, the amount of such Forfeiture shall be\nrestored to the Participant's Account, unadjusted for any investment gains or\nlosses. However, such repayment must be made by the Participant prior to the\nearlier of five years after the date on which the Participant is reemployed by\nthe Employer or the date he has incurred a Break in Service equal to five\nconsecutive years which begins after the date of the distribution. The\nforfeiture restoration first shall be made from Forfeitures otherwise available\nfor the Plan Year of the forfeiture restoration. If Forfeitures are insufficient\nto allow for complete forfeiture restoration, then the forfeiture restoration\nshall be made from Employer contributions. If the Participant does not make a\nrepayment within the period of time described above, then a forfeiture\nrestoration shall not be made to his Account. If the Participant again\nTerminates employment within the time period for making a repayment, he shall no\nlonger have the right to make a repayment, unless he is again reemployed within\nsuch time period.\n\n      A Participant who was 100% vested in his Matching Contribution Account and\nProfit Sharing Contribution Account when he received a distribution may not make\na repayment hereunder.\n\n      6.5 Time of Payment of Benefits.\n\n            (a) A distribution to a Participant of his Account on account of his\nDisability pursuant to Section 6.1 shall be made as soon as practicable\nfollowing the Valuation Date coincident with or next following such Disability,\nafter receipt by the Administrative Committee of the applicable forms, if any.\n\n            (b) Distribution of a Participant's or Terminated Participant's\nAccount, payable on account of the death of a Participant or Terminated\nParticipant pursuant to Section 6.2, shall be distributed as follows:\n\n                  (1) Upon the death of a Participant or Terminated Participant\nafter payments have commenced, but while an amount remains due, the remaining\npayments will be distributed to such Participant's Beneficiary (who may be, but\nneed not be, his Spouse) at least as rapidly as under the method of distribution\nbeing used as of the date of death.\n\n--------------------------------------------------------------------------------\n\n\n                                       39\n\n\n                  (2) Upon the death of a Participant or Terminated Participant\nbefore payments have commenced, the Participant's entire interest shall be\ndistributed as soon as practicable following such death, but in no event later\nthan December 31 of the year in which occurs the fifth anniversary of the\nParticipant's or Terminated Participant's death (but no earlier than the\nValuation Date coincident with or next following his date of death).\n\n      Notwithstanding the foregoing, in the case of a Participant's or\nTerminated Participant's death prior to commencement of his benefits, if any\nportion of the Participant's or Terminated Participant's interest is payable to\nor for the benefit of any individual who is a Beneficiary, then such portion may\nbe distributed over a period not to extend beyond the life expectancy of such\nBeneficiary in accordance with the distribution options available under Section\n6.6. In such event, distributions must begin not later than December 31 of the\nyear following the year of death unless the Beneficiary is the Participant's\nSpouse and, in that event, distributions must begin not later than the date the\nParticipant or Terminated Participant would have attained age 70 1\/2, had he\nlived. Prior to the date on which the Participant or Terminated Participant\nwould have attained age 70 1\/2, the Spouse may elect to receive the\nParticipant's or Terminated Participant's Account, upon written notice to the\nAdministrative Committee.\n\n      In the case of a Participant's or Terminated Participant's death where the\nParticipant's surviving Spouse is the Beneficiary and such Spouse dies prior to\ncommencement of his benefits, distribution to the Spouse's beneficiary may be\nmade over a period not to exceed the life expectancy of such Spouse's\nbeneficiary in accordance with the distribution options available under Section\n6.6, provided that such payments begin not later than December 31 of the\ncalendar year following the surviving Spouse's death.\n\n                  (3) Any death benefit payable under (1) or (2) above shall be\ndistributed as a lump sum or in installment payments, in accordance with the\nBeneficiary's election and in accordance with Section 6.6. If the Beneficiary\nshall fail to select any method of distribution within the time provided by the\nAdministrative Committee, then the Administrative Committee shall select the\nmethod of distribution, in its discretion, from one of the methods set forth in\nSection 6.6. Notwithstanding the foregoing, any death benefit payable to the\nParticipant's Spouse shall be paid in a lump sum distribution unless the Spouse\nshall elect another method of distribution.\n\n--------------------------------------------------------------------------------\n\n\n                                       40\n\n\n            (c) Subject to subsection (e) of this Section 6.5, a distribution to\na Participant of his Account, payable on account of other Termination pursuant\nto Section 6.3, shall be made as soon as practicable following the Valuation\nDate coincident with or next following such Termination after receipt by the\nAdministrative Committee of the applicable forms, if any. In the case of a\ndistribution of a Participant's Account that does not exceed $5,000, then the\ndistribution shall be automatically made as soon as administratively feasible\nafter the Valuation Date coincident with or next following such Termination.\n\n            (d) If the vested percentage of a Participant's Account exceeds\n$5,000, a distribution from a Participant's Account may not be made (other than\nas a result of death) without obtaining the Participant's consent, at such time\nand in such manner as may be required by the Code and applicable regulations\nthereunder. If the Terminated Participant does not consent to such distribution,\nbenefits shall remain in the Trust Fund and shall continue to receive Income\nallocations pursuant to Section 5.2(a) and shall not be distributed to the\nParticipant (or his Beneficiary) until his attainment of age 70 1\/2 or the\nValuation Date coincident with or next following his death, if sooner. Prior to\nthe date on which the Terminated Participant attains age 70 1\/2, the Terminated\nParticipant may elect to receive all of his Account upon written notice to the\nAdministrative Committee in a single lump sum.\n\n            (e) Notwithstanding any other provision of this Plan to the\ncontrary, unless the Participant or Terminated Participant elects otherwise,\npayment of benefits under this Plan shall commence not later than sixty (60)\ndays after the close of the Plan Year in which the latest of the following\nevents occur: (a) the Participant or Terminated Participant attains age 65; (b)\nthe tenth (10th) anniversary of the Plan Year in which the Participant or\nTerminated Participant commenced participation in the Plan; or (c) the\nTermination of the Participant's service with the Employer. If the Participant\nor Terminated Participant has not elected a payment date, such Participant or\nTerminated Participant will be deemed to have elected to defer his payments\nuntil the latest time permitted under the terms of the Plan.\n\n            (f) Except as otherwise set forth in Appendix A, effective January\n1, 1997, distribution of the Account of a Participant who is not a five percent\n(5%) owner of the Employer as defined in Section 416(i)(1)(B) must commence no\nlater than the April 1st following (i) the Plan Year in which the Participant\nattains age 70 1\/2 or (ii) the Plan Year in which the \n\n--------------------------------------------------------------------------------\n\n\n                                       41\n\n\nParticipant retires. Participants who attain age 70 1\/2 prior to 1997, and are\nreceiving minimum required distributions pursuant to Section 401(a)(9)(C) of the\nCode, may elect to cease such distributions until the April 1st following the\nPlan Year in which they retire. Distribution to a five percent owner, as\ndescribed in the preceding sentence, must commence no later than April 1 of the\nPlan Year following the Plan Year in which he attained age 70 1\/2.\n\n            (g) Distribution to an alternate payee of a Participant or\nTerminated Participant, pursuant to a qualified domestic relations order\n(\"QDRO\"), as defined in Section 414(p) of the Code, shall be made as soon as\npracticable following the finalization of the QDRO, or such later date as the\nQDRO may authorize.\n\n            (h) The value of Company Stock or the value of other investment\nfunds shall be determined as of a date that is as close as administratively\nfeasible to the date on which payment is made. Payments shall be made as soon as\npracticable following the Valuation Date coincident with or next following the\ndistributable event if the necessary paperwork, if any, is returned.\n\n            (i) The amounts available for distribution pursuant to Section 6.5\nshall be determined as of the Valuation Date that the Trustee processes the\nrequest for the distribution, which shall be as soon as practicable following\nthe Participant's transmittal of such distribution request.\n\n            (j) A Participant's Account shall be distributable to the extent\npermitted by Section 401(k)(10) of the Code in connection with an Employer's\ndisposition of corporate assets or a subsidiary.\n\n      6.6 Payment of Benefits.\n\n            (a) Except as provided in Section 6.7, any amount to which a\nParticipant, Terminated Participant or Beneficiary shall become entitled to\nhereunder shall be distributed to him, at his election, in one of the following\nforms:\n\n                  (1) Lump sum.\n\n                  (2) Payment of a fixed number of installments over a period of\nyears not exceeding 20 years, except that, for each year in which the Plan must\nmake minimum distribution payments pursuant to Section 401(a)(9) of the Code,\neach installment payment must be at least as great as the required minimum\ndistribution payment.\n\n--------------------------------------------------------------------------------\n\n\n                                       42\n\n\n                  (3) If applicable, minimum distribution payments in accordance\nwith Section 401(a)(9) of the Code.\n\n            (b) Notwithstanding any provision of the Plan to the contrary, a\nDistributee may elect, at the time and in the manner prescribed by the\nAdministrative Committee, to have any portion of an Eligible Rollover\nDistribution paid directly to an Eligible Retirement Plan, specified by the\nDistributee, in a Direct Rollover. Each Eligible Rollover Distribution shall be\nmade payable to the Eligible Retirement Plan and delivered to the Distributee or\npaid directly to the Eligible Retirement Plan.\n\n            (c) All distributions pursuant to this Section shall be made in\ncash, securities or other property as the Administrative Committee in its sole\nand absolute discretion may determine, to the extent permitted by the Code and\nregulations thereunder.\n\n      All distributions shall satisfy the incidental death limitations of\nSection 401(a)(9)(G) of the Code, including the minimum distribution incidental\nbenefit requirement and the pre-retirement incidental benefit requirement as set\nforth in Treas. Reg. ss.1.401-1(b)(ii).\n\n            (d) If the Administrative Committee determines that any individual\nto whom a Participant's Account is payable under the Plan is a minor or is\nmentally incompetent to receive the payment or to give a valid release therefor,\nthe payment shall be made to the guardian, committee or other representative of\nthe estate of the minor or incompetent that has been duly appointed by a court\nof competent jurisdiction. If no guardian, committee or other representative has\nbeen appointed, the payment (a) may be made to any person as custodian for the\nminor or incompetent under applicable state law, or (b) may be made to or\napplied to or for the benefit of the minor or incompetent, his or her spouse,\nchildren or other dependents, the institution or persons maintaining him or her,\nor any of them, in such proportions as the Administrative Committee from time to\ntime shall determine.\n\n      If the Administrative Committee determines that any person may have a\nlegal or equitable interest in any benefit that might become payable to a\nParticipant, Beneficiary or Alternate Payee, the Administrative Committee may\nrequire, as a condition to any election under the Plan (or to the continuing\neffect or revocation thereof), such written releases or other \n\n--------------------------------------------------------------------------------\n\n\n                                       43\n\n\nagreements as the Administrative Committee (in its discretion) may determine are\nnecessary or appropriate to prevent or avoid any conflicting claim as to the\npayment of the benefit.\n\n      6.7 Merged Plan Provisions. To the extent that the Merged Plan of any\nParticipating Employer, provides for other optional forms of distribution, then\nsuch optional form(s) of distribution, as set forth in Appendix A shall continue\nto be offered with respect to that portion of the Participant's Account credited\nto his Account as of the date of merger, including Income allocated on such\nportion subsequent to such date.\n\n      Notwithstanding any provision of the Plan to the contrary, to the extent\nthat any Merged Plan of a Participating Employer offered an annuity option, then\nthe following provisions shall apply with respect to the distribution of that\nportion of a Participant's or Terminated Participant's Account credited as of\nthe date of merger, including Income allocated on such portion, that is\nattributable to participation in such Merged Plan.\n\n            (a) Unless a Participant or Terminated Participant elects otherwise\nwith the consent of his Spouse, if applicable, to have his benefits paid in\nother than a qualified joint and 50% survivor annuity, the Participant or\nTerminated Participant shall be deemed to have elected to receive his Account\npayable in (i) a single life annuity if the Participant or Terminated\nParticipant is not married on the Annuity Starting Date; and (ii) a qualified\njoint and 50% survivor annuity if the Participant is married on the Annuity\nStarting Date. The Employer shall purchase the applicable annuity from an\ninsurance company with the Participant's or Terminated Participant's Account.\n\n      In order for the Spouse to be eligible for the survivor annuity, the\nParticipant or Terminated Participant must have:\n\n                  (1) Terminated at any time and not have died before his\nAnnuity Starting Date;\n\n                  (2) The Participant or Terminated Participant must not have\nwaived such qualified joint and survivor annuity and elected an optional form of\npayment pursuant to paragraph (b) within the 90 day period ending on the Annuity\nStarting Date and obtained the consent of his Spouse to such waiver pursuant to\nparagraph (b); and\n\n                  (3) The Participant or Terminated Participant must be married\non his Annuity Starting Date.\n\n--------------------------------------------------------------------------------\n\n\n                                       44\n\n\n            (b) Notice and Election or Revocation of Survivor Annuity: The\nAdministrative Committee shall furnish each Participant or Terminated\nParticipant with the following information regarding benefits payable under the\nPlan in written nontechnical language no earlier than 90 days prior to the\nAnnuity Starting Date including:\n\n                  (1) A general description or explanation of the terms and\nconditions of the qualified joint and survivor annuity benefit and notification\nof the Participant's or Terminated Participant's right to waive qualified joint\nand survivor annuity and to elect another form of payment and the right to\nrevoke a previous election to waive the qualified joint and survivor annuity;\n\n                  (2) A general explanation of the rights of a Participant's or\nTerminated Participant's Spouse.\n\n      A Participant or Terminated Participant may elect to waive the single life\nannuity or qualified joint and survivor annuity, as applicable, and to receive\nsuch benefits in any other annuity form permitted by the Plan by giving written\nnotification to the Administrative Committee during the election period of his\nintent to receive his benefits in such other form.\n\n      Any election to waive the qualified joint and survivor annuity shall not\ntake effect unless the Spouse of the Participant or Terminated Participant\nconsents irrevocably in writing to such election and the Spouse's consent\nacknowledges the effect of such election, including the spouse's voluntary\nelection to waive the right to consent to the designation of a specific\nBeneficiary and the alternate form of payment and is witnessed by a\nrepresentative of the Administrative Committee or a notary public. Any consent\nnecessary under this provision will be valid only with respect to the Spouse who\nsigns the consent, or in the event of a deemed qualified election, the\ndesignated Spouse and must be limited to a benefit for a specific alternate\nBeneficiary. Any new waiver will require a new spousal consent. The requirements\nof this paragraph may be waived if it is established to the satisfaction of the\nAdministrative Committee that the consent may not be obtained because there is\nno Spouse or because the Spouse cannot be located or because of such other\ncircumstances as may be prescribed by regulation in which case a waiver will be\ndeemed a qualified election.\n\n      Any election made under this Section may be revoked by the Participant or\nTerminated Participant during the specified election period. Such revocation\nshall be effected by \n\n--------------------------------------------------------------------------------\n\n\n                                       45\n\n\nwritten notification to the Administrative Committee. Following such revocation,\nanother election under this Section may be made at any time during the specified\nelection period. A revocation of a prior waiver may be made at any time by a\nParticipant or Terminated Participant without the consent of the Spouse before\nthe commencement of benefits.\n\n      Any actual or constructive election under this paragraph (b) having the\neffect of providing a Spouse's benefit automatically shall be revoked if the\nelecting person ceases to have a Spouse during the election period, except to\nthe extent required under a qualified domestic relations order. However, if the\nelecting person subsequently remarries, the election will automatically be\nreinstated at that time, but will be treated as a new election but the new\nSpouse's consent will be required with respect to such election.\n\n            (c) If a Participant or Terminated Participant dies after having\nelected an annuity form of payment, but before his Annuity Starting Date, the\nsurviving Spouse of such Participant shall be entitled to receive 50% of the\nParticipant's or Terminated Participant's Account balance in an annuity for the\nlifetime of the Spouse. The Spouse may defer payment of the annuity until the\ndate the Participant or Terminated Participant would have reached age 65. In\nlieu of the annuity, the surviving Spouse may elect any other payment option\navailable under the Plan.\n\n            (d) Nontransferability of Annuities: Any annuity contract\ndistributed herefrom shall be nontransferable.\n\n            (e) Annuity Starting Date: Annuity Starting Date means the first day\nof the first period for which an annuity is payable as an annuity. In the case\nof a benefit not payable as an annuity, Annuity Starting Date means the first\nday on which all conditions have been met which entitle the Participant or\nTerminated Participant to such benefit.\n\n            (f) The election period shall begin no earlier than 90 days before\nthe Annuity Starting Date. The election period shall not end earlier than 30\ndays following the date in which the explanation described in (b) is provided.\nNotwithstanding the preceding sentence, the Participant or Terminated\nParticipant with the consent of his Spouse, if applicable, may elect to waive\nthe 30 day minimum election period noted above, provided that he may revoke any\nelection to waive the normal form of benefits until the Annuity Starting Date\nor, if later, the end of the seven day period beginning after the date the\nexplanation described in (b) is provided. If \n\n--------------------------------------------------------------------------------\n\n\n                                       46\n\n\nthe Participant or Terminated Participant waives the 30-day election period, the\nactual payment of benefits shall not occur until at least seven days following\nthe date the explanation described in (b) is provided.\n\n      6.8 Designation of Beneficiary. Each Participant or Terminated Participant\n(or beneficiary thereof) from time to time may designate any person or persons\n(who may be designated contingently or successively and who may be an entity\nother than a natural person) as his Beneficiary or Beneficiaries to whom his\nPlan benefits are to be paid if he dies before receipt of all such benefits.\nEach Beneficiary designation shall be made on a form prescribed by the\nAdministrative Committee and will be effective only when filed with it during\nthe Participant's or Terminated Participant's lifetime. Each Beneficiary\ndesignation filed with the Administrative Committee will cancel all Beneficiary\ndesignations previously filed with it by that Participant or Terminated\nParticipant. The revocation of a Beneficiary designation, no matter how\neffected, shall not require the consent of any designated Beneficiary.\n\n      If any Participant or Terminated Participant fails to designate a\nBeneficiary in the manner provided above, or if the Beneficiary designated dies\nbefore such Participant's or Terminated Participant's death or before complete\ndistribution of the Participant's or Terminated Participant's benefits, such\nParticipant's or Terminated Participant's benefits shall be paid in the\nfollowing order of priority: first, to the Participant's or Terminated\nParticipant's surviving spouse, if any; second, to the Participant's or\nTerminated Participant's surviving children, if any, in equal shares; third, to\nthe estate of the Participant or Terminated Participant.\n\n      Notwithstanding the foregoing, the Spouse of a Participant or Terminated\nParticipant shall be deemed to be the Participant's or Terminated Participant's\ndesignated Beneficiary, and shall be entitled to receive any distribution on\naccount of the Participant's or Terminated Participant's death, unless the\nParticipant or Terminated Participant designates a Beneficiary other than the\nSpouse and such Spouse consents irrevocably in writing to the designation of\nsuch alternate Beneficiary and the Spouse's consent acknowledges the effect of\nsuch designation and is witnessed by a notary public or a member of the\nAdministrative Committee. The requirements of this paragraph may be waived if it\nis established to the satisfaction of the Administrative Committee that the\nconsent may not be obtained because there \n\n--------------------------------------------------------------------------------\n\n\n                                       47\n\n\nis no Spouse or because the Spouse cannot be located or because of such other\ncircumstances as may be prescribed by regulation.\n\n      6.9 Information Required from Beneficiary. If at, after or during the time\nwhen a benefit is payable to any Beneficiary, the Administrative Committee upon\nrequest of the Trustee or at its own instance, delivers by registered or\ncertified mail to the Beneficiary at the Beneficiary's last known address a\nwritten demand for his then address, or for satisfactory evidence of his\ncontinued life, or both, and, if the Beneficiary fails to furnish the\ninformation to the Administrative Committee within three years from the mailing\nof the demand, then the Administrative Committee shall distribute to the party\nnext entitled thereto under Section 6.8 above as if the Beneficiary were then\ndeceased.\n\n      6.10 In-Service Withdrawals:\n\n            (a) Non-Hardship. The Administrative Committee in its discretion may\nlimit the amount and frequency of withdrawals and may delay payment of an\napproved withdrawal to permit the liquidation of necessary assets or for other\npertinent reasons.\n\n                  (1) A Participant or Eligible Employee may elect to withdraw\nan amount equal to all or any part of his interest in his Rollover Account,\nincluding Income, for any reason, and \n\n                  (2) A Participant may elect to withdraw an amount equal to all\nor any portion of his After-Tax Contribution Account, including Income for any\nreason, and\n\n                  (3) Upon attainment of age 59 1\/2, a Participant may elect to\nwithdraw an amount equal to all or any portion of his interest in his Pre-Tax\nContribution Account, his vested Profit Sharing Contribution Account and vested\nMatching Contribution Account, including Income, for any reason.\n\n            (b) Hardship. On account of financial hardship, as defined below, a\nParticipant may make a withdrawal from his Pre-Tax Contribution Account\nattributable to his Pre-Tax Contributions, including earnings thereon accrued as\nof December 31, 1988, but excluding other Income, (as of the last completed\nvaluation) only and from his entire Matching Contribution Account, including\nIncome.\n\n            (c) Procedures.\n\n--------------------------------------------------------------------------------\n\n\n                                       48\n\n\n                  (1) The amount available for withdrawal shall be withdrawn on\na prorata basis from the investment funds in which the underlying contributions\nare invested, but not from any portion of a Participant's Account that is\ninvested in a loan made pursuant to Section 6.11 and shall be determined as of\nthe Valuation Date that the withdrawal is processed.\n\n                  (2) The existence of a financial hardship and the amount\nnecessary to meet such hardship, shall be determined by the Administrative\nCommittee in accordance with the rules set forth below. Notwithstanding the\nforegoing, a hardship withdrawal by a Participant hereunder may not include any\namounts attributable to Discretionary QNECs.\n\n      An immediate and heavy financial need shall be limited to a need for funds\nfor any of the following purposes:\n\n                        (A) medical expenses described in Section 213(d) of the\nCode and incurred by the Participant, his Spouse, or any of the Participant's\ndependents (as defined in Section 152 of the Code), or expenses necessary for\nthese individuals to obtain medical care described in Section 213(d) of the\nCode, as long as such expenses are ineligible for reimbursement under any health\ncare plans;\n\n                        (B) costs directly related to the purchase (excluding\nmortgage payments) of a principal residence of the Participant;\n\n                        (C) the payment of tuition, related educational fees,\nand room and board expenses for the next 12 months of post-secondary education\nfor the Participant, or the Participant's Spouse, children, or dependents (as\ndefined in Section 152 of the Code);\n\n                        (D) payments necessary to prevent the eviction of the\nParticipant from his principal residence or foreclosure on the mortgage of the\nParticipant's principal residence; or\n\n                        (E) such other expenses as may be permitted under\npublished documents of general applicability as provided under Treas. Reg.\nss.1.401(k)-1(d)(2)(iv)(C).\n\n                  (3) If the following criteria are met, the Participant will be\ndeemed to have a financial need for a hardship withdrawal to be made:\n\n--------------------------------------------------------------------------------\n\n\n                                       49\n\n\n                        (A) the distribution is not in excess of the amount of\nthe immediate and heavy financial need of the Participant including any\nassociated taxes or penalties; and\n\n                        (B) the Participant has obtained all distributions,\nother than hardship distributions, and all nontaxable loans currently available\nunder all plans maintained by the Employer or any Controlled Group Member.\n\n                  (4) Following payment of any hardship withdrawal to a\nParticipant hereunder, such Participant may not make Pre-Tax Contributions (and\nthe Participant shall be precluded from making any employee contributions to all\nother plans maintained by the Employer as defined in Treas. Reg.\nss.1.401(k)-1(d)(2)(iv)(B)(4)), during the twelve calendar months immediately\nfollowing the effective date of such hardship withdrawal or for such shorter\nduration as permitted by law. A Participant may reenroll in the Plan as soon as\npracticable following the suspension period. In addition, the Participant may\nnot make any Pre-Tax Contributions to the Plan for the Participant's taxable\nyear immediately following the taxable year of the hardship withdrawal, in\nexcess of the applicable limit under Section 402(g) of the Code for such next\ntaxable year less the amount of such Participant's Pre-Tax Contributions for the\ntaxable year of the hardship distribution. A similar suspension shall apply if\nany Participant receives a hardship withdrawal under any other tax-qualified\nplan maintained by the Employer or any Controlled Group Member in respect of\nwhich such a suspension penalty applies. Suspension of a Participant's\neligibility to make Pre-Tax Contributions under this Plan shall have no effect\non the Participant's right to receive Matching Contributions with respect to\nPre-Tax Contributions made before or after the suspension period.\n\n      6.11 Loans to Participants. The Administrative Committee may direct the\nTrustee to lend a Participant an amount not in excess of the lesser of (i) 50%\nof his vested Account (reduced by any amount reallocated to any subaccount\npursuant to a QDRO), determined as of any Valuation Date; or (ii) $50,000\n(reduced by the excess, if any, of the highest outstanding balances of all other\nloans from the Plan during the one-year period ending on the day before the loan\nwas made over the outstanding balance of loans from the Plan on the date on\nwhich such loan was made). A Participant may have two loans outstanding at any\ntime. \n\n--------------------------------------------------------------------------------\n\n\n                                       50\n\n\nSubject to the rules of the Administrative Committee set forth below, the\nTrustee, upon application by a Participant, may make a loan to a Participant for\nany reason. In addition to such rules as the Administrative Committee may adopt,\nall loans shall comply with the following terms and conditions:\n\n            (a) An application by a Participant for a loan from the Plan shall\nbe made in writing to the Administrative Committee (or in another manner\nprescribed by it) whose action thereon shall be final.\n\n            (b) The period of repayment for any loan shall be arrived at by\nmutual agreement between the Administrative Committee and the borrower, but such\nperiod in no event shall exceed five years. A Participant may have a loan for up\nto 15 years to purchase a dwelling unit which shall be used as the Participant's\nprincipal residence. Repayment of interest and principal shall commence at the\ndiscretion of the Administrative Committee, but in no event later than the first\nday of the third month commencing after the loan was received by the\nParticipant. Repayment of interest and principal shall be according to a\nsubstantially level amortization schedule of payments (with repayments to be\nmade at least quarterly). Payment of interest and principal shall be by payroll\ndeduction or, in the case of a Participant who Terminates with an outstanding\nloan or who is on an unpaid leave of absence, in such other manner as determined\nby the Administrative Committee. A Participant may elect to prepay the balance\nof his loan at any time.\n\n            (c) Each loan shall be made against collateral being the assignment\nof the borrower's right, title and interest in and to the Trust Fund to the\nextent of the borrowed amount supported by the borrower's collateral promissory\nnote for the amount of the loan, including interest, payable to the order of the\nTrustee.\n\n            (d) Each loan shall bear an interest rate equal to the prime rate as\npublished in The Wall Street Journal newspaper. The rate shall be updated on the\nsecond business day of each month, and shall be based on the rate published on\nthe first business day of such month.\n\n            (e) The minimum amount available for any loan is $1,000.00.\n\n            (f) The procedure to be followed by a Participant in applying for a\nloan shall be determined by the Administrative Committee and documented by a\nduly approved \n\n--------------------------------------------------------------------------------\n\n\n                                       51\n\n\nresolution of the Administrative Committee. Such resolution shall be attached to\nand shall be deemed to be a part of the Plan.\n\n            (g) In the event of the Participant's Termination prior to his\nrepayment of the entire loan balance, the Participant shall have the option to\n(i) continue making loan repayments in the manner described in Section 6.11(b),\nor (ii) repay the remaining loan balance in full or part. If such repayments are\nnot made when due, then the Participant's Account shall be reduced by the value\nof any outstanding loan (including any accrued interest thereon).\n\n            (h) Loans shall be processed from a Participant's Account in the\nfollowing order on a prorata basis from the funds in which invested:\n\n                  (1) Pre-Tax Contribution Account;\n\n                  (2) Matching Contribution Account;\n\n                  (3) Rollover Account;\n\n                  (4) Profit Sharing Contribution Account;\n\n                  (5) After-Tax Contribution Account.\n\n            (i) The amount charged against a Participant's Account shall be\nbased on the value of the Participant's Account determined as of a date as close\nas administratively feasible to the date the loan is paid to the Participant.\n\n            (j) Loan repayments (whether consisting of principal and\/or\ninterest) shall be credited to the Participant's Account and related subaccounts\nin the proportion that each such subaccount funded the loan pursuant to\nsubsection (h) and invested according to a Participant's current investment\nelections.\n\n            (k) A loan initiation fee shall be charged against the Participant's\nAccount.\n\n            (l) A Participant who takes an approved leave of absence is required\nto continue making loan repayments during the period of absence.\n\n            (m) A Participant who is on a leave of absence for military duty may\nsuspend his loan repayments as permitted under Section 414(u)(4) of the Code.\n\n            (n) In the event of a Participant's failure to repay the loan when\ndue in accordance with the procedures outlined in Section 6.11(b), the loan\n(including any accrued interest thereon) shall be in default and shall be\ntreated as a deemed distribution in accordance \n\n--------------------------------------------------------------------------------\n\n\n                                       52\n\n\nwith Section 72(p) of the Code. Notwithstanding the foregoing, the\nAdministrative Committee may take such action as it deems necessary in\nconnection with a defaulted loan, but in no event may it reduce a Participant's\nAccount balance on account of a defaulted loan prior to a distributable event.\n\n--------------------------------------------------------------------------------\n\n\n                                       53\n\n\n--------------------------------------------------------------------------------\n                                 VII: Trust Fund\n--------------------------------------------------------------------------------\n\n      7.1 Exclusive Benefit of Employees and Beneficiaries. All contributions\nunder this Plan shall be paid to the Trustee and deposited in the Trust Fund.\nAll assets of the Trust Fund, including investment Income, shall be retained for\nthe exclusive benefit of Participants, Terminated Participants and Beneficiaries\nand shall be used to pay benefits to such persons or to pay administrative\nexpenses of the Plan and Trust Fund to the extent not paid by the Employer.\nExcept as provided in Sections 4.3, 5.3 or 12.2, the assets of the Trust Fund\nshall not revert to or inure to the benefit of the Employer. Assets of this Plan\nmay be commingled with the assets of other qualified plans through one or more\ncollective investment funds. The assets of this Plan and any other qualified\nplan maintained by any Employer or Controlled Group Member may be held by the\nTrustee in a single trust fund pursuant to one or more separate trust\nagreements; provided, however, that the assets of this Plan shall not be\navailable to provide any benefits under any other such plan.\n\n      7.2 Investment Directions by Participants. A Participant or Terminated\nParticipant may direct the investment of amounts held under his Account in\nmultiples of one percent (1%) and in accordance with the terms, conditions and\nprocedures established by the Administrative Committee, provided that the total\nof the percentages elected shall equal 100%. Notwithstanding Sections 5.2(a) and\n8.4, all earnings and expenses, including commissions and transfer taxes,\nrealized or incurred in connection with any investments pursuant to a\nParticipant's or Terminated Participant's directions shall be credited or\ncharged to the Participant's or Terminated Participant's Account for which the\ninvestment is made. A Participant or Terminated Participant who fails to\ndesignate an investment option for his Account shall be deemed to have elected\nto have such Account invested in the Stable Value Fund.\n\n      If a Participant or Terminated Participant exercises his option to direct\nthe investment of his Account, then to the extent permitted by ERISA no person\nwho is otherwise a fiduciary under the Plan shall be liable under ERISA for any\nloss, or by reason of any breach which results from such Participant's exercise\nof such option. The investments available for this purpose shall include Company\nStock and such additional funds that the Administrative Committee may select. A\nParticipant may elect to change the investment (both future and \n\n--------------------------------------------------------------------------------\n\n\n                                       54\n\n\nexisting contributions) of his Account effective as of any Valuation Date in\naccordance with procedures established by the Administrative Committee.\n\n      Investment options may be added, changed or eliminated at any time by the\nTrustee at the direction of the Administrative Committee.\n\n      A Participant may elect to change the manner in which his existing Account\nand\/or future contributions are invested during a Plan Year, as of any Valuation\nDate in accordance with procedures established by the Administrative Committee.\n\n      Notwithstanding the foregoing, to the extent that the Account of any\nParticipant includes a life insurance policy(ies) that was purchased under the\nPrior Plan or a Merged Plan, such life insurance policy(ies), if any, shall\ncontinue to be held by the Plan on behalf of such Participant until disposed of\nin accordance with the terms of the Plan.\n\n      7.3 ERISA Section 404(c). Except as provided in Section 7.2 pertaining to\nlife insurance policies, the investment options provided hereunder are intended\nto meet the requirements of Section 404(c) of ERISA.\n\n      7.4 Company Stock. The Trustee may purchase shares of Company Stock in the\nopen market pursuant to a non-discriminatory purchasing program on the\ninstruction of Participants and Terminated Participants. The Trustee may also\npurchase Company Stock from the Company pursuant to the Trust Agreement. The\nCompany may also transfer Company Stock to the Trustee.\n\n      7.5 Voting of Shares of Company Stock. Each Participant (or in the event\nof death, his or her Beneficiary) having any portion of his or her Account held\nin Company Stock as of the date fixed of record for any vote of shareholders,\nshall have the right to direct the Trustee (or its proxies) as to the manner in\nwhich shares of the Company Stock allocated to his Account as of such record\ndate are to be voted on each matter brought before an annual or special\nshareholders' meeting. Before such meeting, the Trustee shall furnish to each\nParticipant a copy of the proxy solicitation material, together with a form\nrequesting direction on how such shares of the Company Stock allocated to such\nParticipant's Account shall be voted on each such matter. Upon timely receipt of\nsuch direction, the Trustee shall on each such matter vote as directed the\nnumber of shares of the Company Stock allocated to such Participant's Account,\nand the Trustee shall have no discretion in such matter. The directions received\nby the Trustee from \n\n--------------------------------------------------------------------------------\n\n\n                                       55\n\n\nthe Participant shall be held by the Trustee in confidence and shall not be\ndivulged or released to any person, including officers or employees of the\nEmployer. A Trustee shall vote shares for which it has not received direction\nand any unallocated shares of Company Stock in the same proportion as directed\nshares are voted, and shall have no discretion in such matter. Other rights\nappurtenant to the shares of Company Stock, such as tender rights, shall be\nexercised in accordance with the provisions of the Trust Agreement.\nNotwithstanding any contrary Plan provision, for purposes of applying this\nSection 7.5, each Participant (or in the event of death, his or her Beneficiary)\nshall be deemed to be a named fiduciary (within the meaning of Section 402(a)(2)\nof ERISA) with respect to those shares of Company Stock as to which such\nParticipant or Beneficiary has the right of direction with respect to voting,\ntender and any other rights appurtenant to such Stock.\n\n      7.6 Dividends. All cash dividends paid on shares of Company Stock on\nbehalf of those Participants who have directed the investments of their Accounts\nin the Company Stock Fund shall be used to purchase additional shares of Company\nStock, except as otherwise requested by the Company.\n\n      7.7 Insider Trading. The Administrative Committee shall have the authority\nto limit the transfer of amounts invested in Company Stock or withdrawal of such\namounts attributable to Participants who may be officers and Employees of the\nEmployer who may be subject to Rule 16 of the Securities Exchange Act of 1934\nand shall assist such Employees in complying with Rule 16(b) pertaining to\ninsider trading rules.\n\n--------------------------------------------------------------------------------\n\n\n                                       56\n\n\n--------------------------------------------------------------------------------\n                              VIII: Administration\n--------------------------------------------------------------------------------\n\n      8.1 Duties and Responsibilities; Allocation of Responsibility for Plan and\nTrust Administration. A person or entity shall have only those specific powers,\nduties, responsibilities and obligations as are specifically given him under\nthis Plan or the Trust. In general, the Employer shall have the sole\nresponsibility for making the contributions provided for under Section 4.1. The\nBoard of Directors shall have the sole authority to appoint and remove the\nTrustee and the Administrative Committee and the authority to amend or\nterminate, in whole or in part, this Plan or the Trust. Any such amendment shall\nbe by resolution of the Board of Directors, or the Board may delegate the power\nto amend to the Administrative Committee in which event the resolution shall be\nby the Administrative Committee, and a copy of such amendment shall be filed\nwith the Trustee. The Administrative Committee shall have the responsibility for\nthe administration of this Plan, which responsibility is specifically described\nin this Plan and the Trust. The Administrative Committee shall direct the\nTrustee as to the investment of the assets in the Trust Fund in accordance with\nthe terms of the Plan and Trust. Except as provided in the Trust Agreement and\nwithin the scope of any funding and investment policies designated by the\nAdministrative Committee, the Trustee shall have the sole responsibility for the\nadministration of the Trust and the management of the assets held under the\nTrust. It is intended that each person or entity shall be responsible for the\nproper exercise of its own powers, duties, responsibilities and obligations\nunder this Plan and the Trust and generally shall not be responsible for any act\nor failure to act of another person or entity. A fiduciary may serve in more\nthan one fiduciary capacity with respect to the Plan (including service both as\nTrustee and as a member of the Administrative Committee).\n\n      8.2 Allocation of Duties and Responsibilities. The Administrative\nCommittee shall be appointed by the Board of Directors and shall have the sole\nresponsibility for actual administration of the Plan, as delegated by the Board\nof Directors. The Administrative Committee is hereby designated as the\nadministrator of the Plan (within the meaning of Section 414(g) of the Code and\nSection 3(16)(A) of ERISA). The Administrative Committee may also adopt\namendments to the Plan, which upon advice of counsel, it deems necessary or\nadvisable to comply with ERISA or the Code, or any other applicable law, or to\nfacilitate the administration \n\n--------------------------------------------------------------------------------\n\n\n                                       57\n\n\nof the Plan. The Administrative Committee may designate persons other than their\nmembers to carry out any of its duties and responsibilities. The Trustee shall\nhave those duties and responsibilities set forth in the Trust Agreement. Any\nduties and responsibilities thus allocated must be described in a written\ninstrument. If any person other than an Eligible Employee of the Employer is so\ndesignated, such person must acknowledge in writing his acceptance of the duties\nand responsibilities thus allocated to him. All such instruments shall be\nattached to, and shall be made a part of, the Plan. The Administrative Committee\nshall act by majority vote at a meeting at which a quorum is present or by\nunanimous consent without a meeting.\n\n      8.3 Administration and Interpretation. Subject to the limitations of the\nPlan, the Administrative Committee shall have complete authority and control\nregarding the administration and interpretation of the Plan and the transaction\nof its business, and shall, from time to time, establish such rules as may be\nnecessary or advisable in connection therewith. To the extent permitted by law,\nall acts and determinations of the Administrative Committee, as to any disputed\nquestion or otherwise, shall be binding and conclusive upon Participants,\nTerminated Participants, Employees, Spouses, Beneficiaries and all other persons\ndealing with the Plan. The Administrative Committee may deem its records\nconclusively to be correct as to the matters reflected therein with respect to\ninformation furnished by an Employee. All actions, decisions and interpretations\nof the Administrative Committee in administering the Plan shall be performed in\na uniform and nondiscriminatory manner.\n\n      8.4 Expenses. The Employer shall pay all expenses authorized and incurred\nby the Administrative Committee in the administration of the Plan except to the\nextent such expenses are paid from the Trust.\n\n      8.5 Claims Procedure:\n\n            (a) Filing of Claim. Any Participant, Terminated Participant or\nBeneficiary under the Plan (\"Claimant\"), must file a written claim for a Plan\nbenefit with the Administrative Committee or with a person named by the\nAdministrative Committee to receive claims under the Plan.\n\n            (b) Notification on Denial of Claim. In the event of a denial or\nlimitation of any benefit or payment due to or requested by any Claimant, he\nshall be given a written notification containing specific reasons for the denial\nor limitation of his benefit. The \n\n--------------------------------------------------------------------------------\n\n\n                                       58\n\n\nwritten notification shall contain specific reference to the pertinent Plan\nprovisions on which the denial or limitation of benefits is based. In addition,\nit shall contain a description of any additional material or information\nnecessary for the Claimant to perfect a claim and an explanation of why such\nmaterial or information is necessary. Further, the notification shall provide\nappropriate information as to the steps to be taken if the Claimant wishes to\nsubmit his claim for review. This written notification shall be given to a\nClaimant within 90 days after receipt of his claim by the Administrative\nCommittee unless special circumstances require an extension of time to process\nthe claim. If such an extension of time for processing is required, written\nnotice of the extension shall be furnished to the Claimant prior to the\ntermination of said 90-day period and such notice shall indicate the special\ncircumstances which make the postponement appropriate. Such extension shall not\nextend to a date later than 120 days after receipt of the request for review of\na claim.\n\n            (c) Right of Review. In the event of a denial or limitation of\nbenefits, the Claimant or his duly authorized representative shall be permitted\nto review pertinent documents and to submit to the Administrative Committee\nissues and comments in writing. In addition, the Claimant or his duly authorized\nrepresentative may make a written request for a full and fair review of his\nclaim and its denial by the Administrative Committee provided, however, that\nsuch written request must be received by the Administrative Committee (or his\ndelegate to receive such requests) within sixty days after receipt by the\nClaimant of written notification of the denial or limitation of the claim. In\nthe complete discretion of the Administrative Committee, the sixty-day\nrequirement may be waived by the Administrative Committee in appropriate cases.\n\n            (d) Decision on Review.\n\n                  (1) A decision shall be rendered by the Administrative\nCommittee within 60 days after the receipt of the request for review, provided\nthat where special circumstances require an extension of time for processing the\ndecision, it may be postponed on written notice to the Claimant (prior to the\nexpiration of the initial 60 day period), for an additional 60 days, but in no\nevent shall the decision be rendered more than 120 days after the receipt of\nsuch request for review.\n\n--------------------------------------------------------------------------------\n\n\n                                       59\n\n\n                  (2) Notwithstanding subparagraph (1), if the Administrative\nCommittee specifies a regularly scheduled time at least quarterly to review such\nappeals, a Claimant's request for review will be acted upon at the specified\ntime immediately following the receipt of the Claimant's request unless such\nrequest is filed within 30 days preceding such time. In such instance, the\ndecision shall be made no later than the date of the second specified time\nfollowing the Administrative Committee's receipt of such request. If special\ncircumstances (such as a need to hold a hearing) require a further extension of\ntime for processing a request, a decision shall be rendered not later than the\nthird specified time of the Administrative Committee following the receipt of\nsuch request for review and written notice of the extension shall be furnished\nto the Claimant prior to the commencement of the extension.\n\n                  (3) Any decision by the Administrative Committee shall be\nfurnished to the Claimant in writing and in a manner calculated to be understood\nby the Claimant and shall set forth the specific reason(s) for the decision and\nthe specific Plan provision(s) on which the decision is based.\n\n      8.6 Records and Reports. The Administrative Committee shall exercise such\nauthority and responsibility as it deems appropriate in order to comply with\nERISA and governmental regulations issued thereunder relating to records of\nParticipants' Account balances and the percentage of such Account balances which\nare nonforfeitable under the Plan; notifications to Participants; and annual\nreports and registration with the Internal Revenue Service.\n\n      8.7 Other Powers and Duties. The Administrative Committee shall have such\nduties and powers as may be necessary to discharge its duties hereunder,\nincluding, but not by way of limitation, the following:\n\n            (a) to construe and interpret the Plan, decide all questions of\neligibility and determine the amount, manner and time of payment of any benefits\nhereunder;\n\n            (b) to prescribe procedures to be followed by Participants,\nTerminated Participants or Beneficiaries filing applications for benefits;\n\n            (c) to prepare and distribute information explaining the Plan;\n\n--------------------------------------------------------------------------------\n\n\n                                       60\n\n\n            (d) to receive from the Employer and from Participants, Terminated\nParticipants and Beneficiaries such information as shall be necessary for the\nproper administration of the Plan;\n\n            (e) to furnish the Employer, upon request, such annual reports with\nrespect to the administration of the Plan as are reasonable and appropriate;\n\n            (f) to receive, review and keep on file (as it deems convenient or\nproper) reports of the financial condition, and of the receipts and\ndisbursements, of the Trust Fund from the Trustees;\n\n            (g) to appoint or employ advisors including legal counsel to render\nadvice with regard to any responsibility of the Administrative Committee under\nthe Plan or to assist in the administration of the Plan;\n\n            (h) to determine the status of qualified domestic relations orders\nunder Section 414(p) of the Code;\n\n            (i) to engage an Administrative Delegate who shall perform, without\ndiscretionary authority or control, administrative functions within the\nframework of policies, interpretations, rules, practices, and procedures made by\nthe Administrative Committee. Any action made or taken by the Administrative\nDelegate may be appealed by an affected Participant to the Administrative\nCommittee in accordance with the claims review procedures provided in Section\n8.5. Any decisions which call for interpretations of Plan provisions not\npreviously made by the Administrative Committee shall be made only by the\nAdministrative Committee. The Administrative Delegate shall not be considered a\nfiduciary with respect to the services it provides; and\n\n            (j) to take any actions necessary to correct retroactively as may be\nnecessary: the exclusion of any employees who have been excluded inadvertently\nfrom participation in the Plan, the application of incorrect vesting, failures\npertaining to Sections 415(c) and 401(a)(17) of the Code and any other\noperational failure consistent with correction methodology set forth in IRS Rev.\nProc. 2001-17 or any successor thereto.\n\n      Benefits under this Plan will be paid only if the Administrative Committee\ndecides in its discretion that the applicant is entitled to them.\n\n--------------------------------------------------------------------------------\n\n\n                                       61\n\n\n      The preceding list of express duties is not intended to be either complete\nor conclusive, and the Administrative Committee shall, in addition, exercise\nsuch other powers and perform such other duties, as it may deem necessary,\ndesirable, advisable or proper for the supervision and administration of the\nPlan.\n\n      8.8 Rules and Decisions. The Administrative Committee may adopt such\nrules, as it deems necessary, desirable, or appropriate. All rules and decisions\nof the Administrative Committee shall be applied uniformly and consistently to\nall Participants in similar circumstances. When making a determination or\ncalculation, the Administrative Committee shall be entitled to rely upon\ninformation furnished by a Participant, Terminated Participant or Beneficiary,\nthe Employer, the legal counsel of the Employer, or the Trustee.\n\n      8.9 Authorization of Benefit Payments. The Administrative Committee shall\nissue proper directions to the Trustee concerning all benefits which are to be\npaid from the Trust Fund pursuant to the provisions of the Plan.\n\n      8.10 Application and Forms for Benefits. The Administrative Committee may\nrequire a Participant, Terminated Participant or Beneficiary to complete and\nfile with it an application for a benefit, and to furnish all pertinent\ninformation requested by it. The Administrative Committee may rely upon all such\ninformation so furnished to it, including the Participant's, Terminated\nParticipant's or Beneficiary's current mailing address.\n\n      8.11 Facility of Payment. Whenever, in the Administrative Committee's\nopinion, a person entitled to receive any payment of a benefit or installment\nthereof hereunder is under a legal disability or is incapacitated in any way so\nas to be unable to manage his financial affairs, the Administrative Committee\nmay direct the Trustee to make payments to such person or to his legal\nrepresentative or to a relative or friend of such person for his benefit, or he\nmay direct the Trustee to apply the payment for the benefit of such person in\nsuch manner as it considers advisable.\n\n      8.12 Investment Policies. The investment policies of the Plan shall be\nestablished and may be changed at any time by the Administrative Committee,\nwhich shall thereupon communicate such policies to any persons having authority\nto manage the Plan's assets. An Investment Manager or the Trustee shall have the\nauthority to invest in any collective investment fund maintained exclusively for\nthe investment of assets of exempt, qualified \n\n--------------------------------------------------------------------------------\n\n\n                                       62\n\n\nemployee benefit trusts. The assets so invested shall be subject to all the\nprovisions of the instrument establishing such collective investment fund, as\namended from time to time, which is hereby incorporated herein by reference and\ndeemed to be an integral part of the Plan and corresponding Trust.\n\n      The Administrative Committee, whose membership is to be determined by the\nBoard of Directors, is the named fiduciary (within the meaning of Section\n402(a)(2) of ERISA) to act on behalf of the Company in the management and\ncontrol of the Plan assets and to establish and carry out a funding policy\nconsistent with the Plan objectives and with the requirements of any applicable\nlaw. The Administrative Committee shall carry out the Company's responsibility\nand authority:\n\n            (a) In its discretion, to appoint as such term is defined in Section\n3(38) of ERISA, one or more persons to serve as Investment Manager with respect\nto all or part of the Plan assets, including assets maintained under separate\naccounts of an insurance company.\n\n            (b) To allocate the responsibilities and authority being carried out\nby the Administrative Committee among the members of the Administrative\nCommittee.\n\n            (c) To take any action appropriate to assure that the Plan assets\nare invested for the exclusive purpose of providing benefits to Participant and\ntheir Beneficiaries in accordance with the Plan and defraying reasonable\nexpenses of administering the Plan, subject to the requirements of any\napplicable law.\n\n            (d) To establish any rules it deems necessary. The Administrative\nCommittee including each member and former member to whom duties and\nresponsibilities have been allocated, may be indemnified and held harmless by\nthe Employer with respect to any breach of alleged responsibilities performed or\nto be performed hereunder.\n\n      8.13 Indemnification. The Employer shall indemnify each individual who is\nan officer, director or Employee of the Employer and who may be called upon or\ndesignated to perform fiduciary duties or to exercise fiduciary authority or\nresponsibility with respect to the Plan and shall save and hold him harmless\nfrom any and all claims, damages, and other liabilities, including without\nlimitation all expenses (including attorneys' fees and costs), judgments, fines\nand amounts paid in settlement and actually and reasonably incurred by him in\nconnection with any action, suit or proceeding, resulting from his alleged or\nactual breach of \n\n--------------------------------------------------------------------------------\n\n\n                                       63\n\n\nsuch duties, authority or responsibility, whether by negligence, gross\nnegligence or misconduct, to the maximum extent permitted by law, provided,\nhowever, that this indemnification shall not apply with respect to any actual\nbreach of such duties, authority or responsibility, if the individual concerned\ndid not act in good faith and in the manner he reasonably believed to be in (or\nnot opposed to) the best interest of the Plan, or, with respect to any criminal\naction or proceeding, had reasonable cause to believe his conduct was unlawful.\nAny indemnification provided shall be reduced to the extent of any insurance\ncoverage.\n\n      8.14 Resignation or Removal of the Administrative Committee. An\nAdministrative Committee member may resign at any time by giving ten days'\nwritten notice to the Employer. The Board of Directors may remove any member of\nthe Administrative Committee by giving notice to him. Any such resignation or\nremoval shall take effect at a date specified on such notice, or upon delivery\nto the Administrative Committee if no date is specified.\n\n--------------------------------------------------------------------------------\n\n\n                                       64\n\n\n--------------------------------------------------------------------------------\n                                IX: Miscellaneous\n--------------------------------------------------------------------------------\n\n      9.1 Nonguarantee of Employment. Nothing contained in this Plan shall be\nconstrued as a contract of employment between the Employer and any Employee, or\nas a right of any Employee to be continued in the employment of the Employer, or\nas a limitation of the right of the Employer to discharge any of its Employees,\nwith or without cause.\n\n      9.2 Rights to Trust Assets. No Employee or Beneficiary shall have any\nright to, or interest in, any assets of the Trust Fund upon Termination or\notherwise, except as provided from time to time under this Plan, and then only\nto the extent of the benefits payable under the Plan to such Employee out of the\nassets of the Trust Fund. All payments of benefits as provided for in this Plan\nshall be made solely out of the assets of the Trust Fund.\n\n      9.3 Nonalienation of Benefits. Except as may be permitted by law, and\nexcept as may be required or permitted by a qualified domestic relations order\nas defined in Section 414(p) of the Code or pursuant to a Plan loan pursuant to\nSection 6.11, benefits payable under this Plan shall not be subject in any\nmanner to anticipation, alienation, sale, transfer, assignment, pledge,\nencumbrance, charge, garnishment, execution, or levy of any kind, either\nvoluntary or involuntary, including any such liability which is for alimony or\nother payments for the support of a spouse or former spouse, or for any other\nrelative of the Employee, prior to actually being received by the person\nentitled to the benefit under the terms of the Plan; and any attempt to\nanticipate, alienate, sell, transfer, assign, pledge, encumber, charge or\notherwise dispose of any right to benefits payable hereunder shall be void. The\nTrust Fund shall not in any manner be liable for, or subject to, the debts,\ncontracts, liabilities, engagements or torts of any person entitled to benefits\nhereunder. Notwithstanding anything herein to the contrary, a Participant's\nbenefit may be withheld to the extent permitted under Section 401(a)(13)(C) of\nthe Code, effective as of the date of adoption of this restated Plan.\n\n      9.4 Qualified Domestic Relations Orders. The Administrative Committee\nshall establish written procedures for determining whether a domestic relations\norder purporting to dispose of any portion of a Participant's Account is a QDRO\n(within the meaning of Section 414(p) of the Code).\n\n--------------------------------------------------------------------------------\n\n\n                                       65\n\n\n            (a) No payment shall be made to an Alternate Payee until the\nAdministrative Committee (or a court of competent jurisdiction reversing an\ninitial adverse determination by the Administrative Committee) determines that\nthe order is a QDRO.\n\n            (b) Payment may be made to an Alternate Payee, in accordance with\nthe QDRO, as soon as practicable after the QDRO determination is made, without\nregard to whether the distribution, if made to a Participant at the time\nspecified in the QDRO, would be permitted under the terms of the Plan.\n\n            (c) If the QDRO does not provide for immediate payment to an\nAlternate Payee, the Administrative Committee shall establish a subaccount to\nrecord the Alternate Payee's interest in the Participant's Account. All\ninvestment decisions with respect to amounts credited to the subaccount shall be\nmade by the Alternate Payee in the manner provided in Article VII, but only if\nthe Participant has died or the Administrative Committee has allocated the power\nto make investment decisions to Alternate Payees. Payment to the Alternate Payee\nshall not be deferred beyond the date on which distribution to the Participant\nis made or commenced or the Participant dies.\n\n            (d) Payment shall be made to an Alternate Payee only in a form of\ndistribution which is available under Article VI.\n\n            (e) Notwithstanding any contrary Plan provision, the Administrative\nCommittee (in its discretion) may place a hold upon such portion of a\nParticipant's Account, at such time and for such reasonable period as the\nAdministrative Committee (in its discretion) may determine, if the\nAdministrative Committee receives notice that a domestic relations order is\nbeing sought by the Participant, his or her spouse, former spouse, child or\nother dependent and the Participant's Account is likely to be a source of\npayment under such order. For purposes of this subsection (e), a \"hold\" means\nthat no withdrawals, loans or distributions may be made with respect to a\nParticipant's Account. The Administrative Committee shall notify the Participant\nif a hold is placed upon his or her Account pursuant to this subsection (e).\n\n      9.5 Discontinuance of Employer Contributions. In the event of permanent\ndiscontinuance of contributions to the Plan by the Employer, the Accounts of all\nParticipants, as of the date of such discontinuance, shall continue to be\nfully-vested and nonforfeitable.\n\n--------------------------------------------------------------------------------\n\n\n                                       66\n\n\n      9.6 Lost Participants. If, after reasonable efforts of the Administrative\nCommittee to locate a Participant or Beneficiary, including sending a registered\nletter, returned receipt requested to the last known address, the Administrative\nCommittee is unable to locate the Participant or Beneficiary, then the amounts\ndistributable to such Participant or Beneficiary shall, pursuant to applicable\nstate or federal laws, either (1) be treated as a forfeiture under the Plan and\nused to reduce the Company's contribution to the Plan (if a Participant or\nBeneficiary is located subsequent to a forfeiture, the benefits shall be\nreinstated by the Administrative Committee by means of a special contribution to\nthe Trust Fund and shall not count as an Annual Addition under Section 415 of\nthe Code), or (2) if the Plan is joined as a party to any escheat proceedings\ninvolving the unclaimed benefits, be paid in accordance with the final judgment\nas if the final judgment were a claim filed by the Terminated Participant or\nBeneficiary.\n\n      9.7 Electronic or Telephonic Transmissions. Notwithstanding any provision\nin this Plan to the contrary, salary reduction agreements and cancellations or\namendments thereto, investment elections, changes or transfers, loans,\nwithdrawal decisions, and any other decision or election by a Participant (or\nBeneficiary) under this Plan may be accomplished by electronic or telephonic\nmeans which are not otherwise prohibited by law and which are in accordance with\nprocedures and\/or systems approved or arranged by the Administrative Committee\nor its delegates.\n\n      9.8 Miscellaneous. The Plan shall be binding upon the heirs and personal\nrepresentatives of all current and future representatives of Participants and\nBeneficiaries.\n\n      The provisions of the Plan shall be construed, administered and enforced\nin accordance with ERISA and, to the extent applicable, the laws of the State of\nNew York.\n\n      If any provision of the Plan is held invalid or unenforceable, its\ninvalidity or unenforceability shall not affect any other provisions of the\nPlan, and the Plan shall be construed and enforced as if such provisions had not\nbeen included.\n\n      The captions contained in and the table of contents prefixed to the Plan\nare inserted only as a matter of convenience and for reference and in no way\ndefine, limit, enlarge or describe the scope or intent of the Plan nor in any\nway shall affect the construction of any provision of the Plan.\n\n--------------------------------------------------------------------------------\n\n\n                                       67\n\n\n--------------------------------------------------------------------------------\n                      X: Amendments And Action By Employer\n--------------------------------------------------------------------------------\n\n      10.1 Amendments Generally. The Company reserves the right to make from\ntime to time any amendment or amendments to this Plan or Trust which do not\ncause any part of the Trust Fund to be used for, or diverted to, any purpose\nother than the exclusive benefit of Participants, Terminated Participants or\ntheir Beneficiaries; provided, however, that the Company may make any amendment\nit determines necessary or desirable, with or without retroactive effect, to\ncomply with ERISA or the Code.\n\n      No amendment to the Plan shall decrease a Participant's Account or\neliminate an optional form of distribution except as may be permitted by the\nCode or ERISA.\n\n      10.2 Amendments to Vesting Schedule. Any amendment to the Plan which\nalters the vesting provisions set forth in Section 6.3 shall be deemed to\ninclude the following terms:\n\n            (a) The vested percentage of a Participant in that portion of his\nAccount under the Plan derived from Employer contributions made for Plan Years\nending with or within the later of the date such amendment is adopted or the\ndate such amendment becomes effective shall not be reduced; and\n\n            (b) Each Participant having not less than three Years of Service, at\nthe later of the date such amendment was effective or adopted shall be permitted\nto elect irrevocably to have his vested percentage computed under the Plan\nwithout regard to such amendment. Such election must be made within 60 days from\nthe later of (i) the date the amendment was adopted, (ii) the date the amendment\nbecame effective, or (iii) the date the Participant is issued written notice of\nsuch amendment by the Administrative Committee.\n\n      Notwithstanding the preceding sentence, no election need be provided for\nany Participant whose nonforfeitable percentage in his Account derived from\nEmployer contributions under the Plan, as amended at any time, cannot be less\nthan such percentage determined without regard to such amendment.\n\n      10.3 Action by Company. Any action by the Company under this Plan shall be\nby a duly adopted resolution of the Board of Directors, or by any person or\npersons duly authorized by a duly adopted resolution of that Board to take such\naction. Any company that has \n\n--------------------------------------------------------------------------------\n\n\n                                       68\n\n\nadopted this Plan and has become a Participating Employer with approval of the\nBoard of Directors shall be deemed, by the continuing participation of such\ncompany in the Plan, to accept any action of the Board of Directors.\n\n--------------------------------------------------------------------------------\n\n\n                                       69\n\n\n--------------------------------------------------------------------------------\n                      XI: Successor Employer And Merger Or\n                             Consolidation Of Plans\n--------------------------------------------------------------------------------\n\n      11.1 Successor Employer. In the event of the dissolution, merger,\nconsolidation or reorganization of the Employer, provision may be made by which\nthe Plan and Trust will be continued by the successor; and, in that event, such\nsuccessor shall be substituted for the Employer under the Plan. The substitution\nof the successor shall constitute an assumption of Plan liabilities by the\nsuccessor, and the successor shall have all of the powers, duties and\nresponsibilities of the Employer under the Plan.\n\n      11.2 Plan Assets. There shall be no merger or consolidation of the Plan\nwith, or transfer of assets or liabilities of the Trust Fund to, any other plan\nof deferred compensation maintained or to be established for the benefit of all\nor some of the Participants of the Plan, unless each Participant would (if\neither this Plan or the other plan then terminated) receive a benefit\nimmediately after the merger, consolidation or transfer which is equal to or\ngreater than the benefit he would have been entitled to receive immediately\nbefore the merger, consolidation or transfer (if this Plan had then terminated),\nand unless a duly adopted resolution of the Board of Directors of the Company\nauthorizes such merger, consolidation or transfer of assets.\n\n--------------------------------------------------------------------------------\n\n\n                                       70\n\n\n--------------------------------------------------------------------------------\n                              XII: Plan Termination\n--------------------------------------------------------------------------------\n\n      12.1 Right to Terminate. In accordance with the procedures set forth\nherein, the Company may terminate the Plan at any time in whole or in part. A\ndistribution may not be made from the Plan due to the termination of the Plan if\nthe Employer established or maintains a successor plan, as such term is defined\nin Treas. Reg. ss.1.401(k)-1(d)(3). To the extent permitted by section 401(k) of\nthe Code and regulations thereunder, in the event of the dissolution, merger,\nconsolidation or reorganization of the Employer, the Plan shall terminate and\nthe Trust Fund shall be liquidated unless the Plan is continued by a successor\nto the Employer in accordance with Section 11.1.\n\n      12.2 Liquidation of the Trust Fund. Upon the complete or partial\ntermination of the Plan, the Accounts of all Participants affected thereby shall\nbecome fully vested and nonforfeitable, to the extent funded, and the\nAdministrative Committee shall direct the Trustee to distribute the assets\nremaining in the Trust Fund, after payment of any expenses properly chargeable\nthereto, to Participants, Terminated Participants and Beneficiaries in\nproportion to their respective Account balances.\n\n      12.3 Manner of Distribution. To the extent that no discrimination in value\nresults, any distribution after termination of the Plan may be made, in whole or\nin part, in cash, or in securities or other assets in kind, as the\nAdministrative Committee may determine. All non-cash distributions shall be\nvalued at fair market value at date of distribution.\n\n--------------------------------------------------------------------------------\n\n\n                                       71\n\n\n--------------------------------------------------------------------------------\n                     XIII: Determination Of Top-Heavy Status\n--------------------------------------------------------------------------------\n\n      13.1 General. Notwithstanding any other provision of the Plan to the\ncontrary, for any Plan Year in which the Plan is Top-Heavy or Super Top-Heavy,\nas defined below, the provisions of this Article shall apply, but only to the\nextent required by Section 416 of the Code and the regulations thereunder.\n\n      13.2 Top-Heavy Plan. This Plan shall be Top-Heavy and an Aggregation Group\nshall be Top-Heavy if as of the Determination Date for such Plan Year the sum of\nthe Cumulative Accrued Benefits and Cumulative Accounts of Key Employees for the\nPlan Year exceeds 60% of the aggregate of all the Cumulative Accounts and\nCumulative Accrued Benefits. The Cumulative Accrued Benefits and Cumulative\nAccounts of those Participants who have not performed any service for the\nEmployer during the five-year period ending on the Determination Date shall be\ndisregarded.\n\n            (a) If the Plan is not included in a Required Aggregation Group with\nother plans, then it shall be Top-Heavy only if (i) it is Top-Heavy when\nconsidered by itself and (ii) it is not included in a Permissive Aggregation\nGroup that is a Top-Heavy Group.\n\n            (b) If the Plan is included in a Required Aggregation Group with\nother plans, it shall be Top-Heavy only if the Required Aggregation Group,\nincluding any permissively aggregated plans, is Top-Heavy.\n\n      13.3 Super Top-Heavy Plan. This Plan shall be Super Top-Heavy if it would\nbe Top-Heavy under Section 13.2, but substituting 90% for 60%.\n\n      13.4 Cumulative Accrued Benefits and Cumulative Accounts. The\ndetermination of the Cumulative Accrued Benefits and Cumulative Accounts under\nthe Plan shall be made in accordance with Section 416 of the Code and the\nregulations thereunder. The determination of the Plan's Top-Heavy status shall\nrelate to the proper Determination Date.\n\n      13.5 Definitions.\n\n            (a) \"Aggregation Group\" means either a Required Aggregation Group or\na Permissive Aggregation Group.\n\n            (b) \"Determination Date\" means with respect to any Plan Year, the\nlast day of the preceding Plan Year or in the case of the first Plan Year of any\nplan, the last day \n\n--------------------------------------------------------------------------------\n\n\n                                       72\n\n\nof such Plan Year or such other date as permitted by the Secretary of the\nTreasury or his delegate.\n\n            (c) \"Employer\" means the Employer and Controlled Group Members.\n\n            (d) \"Key Employee\" means those individuals described in Section\n416(i)(l) of the Code and the regulations hereunder.\n\n            (e) \"Non-Key Employee\" means those individuals who are not Key\nEmployees and includes former Key Employees.\n\n            (f) \"Permissive Aggregation Group\" means a Required Aggregation\nGroup plus any other plans selected by the Company provided that all such plans\nwhen considered together satisfy the requirements of Sections 401(a)(4) and\n410(b) of the Code.\n\n            (g) \"Required Aggregation Group\" means a plan maintained by the\nEmployer in which a Key Employee is a participant or which enables any plan in\nwhich a Key Employee is a participant to meet the requirements of Code Section\n401(a)(4) or Code Section 410(b).\n\n      13.6 Vesting. For each Plan Year in which the Plan is Top-Heavy or Super\nTop-Heavy, the minimum vesting requirements of Code Section 416(b) shall be\nsatisfied as set forth in Section 6.3.\n\n      13.7 Minimum Contributions. For each Plan Year in which the Plan is\nTop-Heavy or Super Top-Heavy, minimum Employer contributions for a Participant\nwho is a Non-Key Employee shall be required to be made on behalf of each\nParticipant who is employed by the Employer on the last day of the Plan Year,\nregardless of his level of compensation (as defined under Section 415 of the\nCode) and regardless of the number of Hours of Service he has completed during\nsuch Plan Year. The amount of the minimum contribution shall be the lesser of\nthe following percentages of compensation but limited in amount under Section\n401(a)(17) of the Code:\n\n            (a) Three percent, or\n\n            (b) The highest percentage at which Company contributions are made\nunder the Plan for the Plan Year on behalf of any Key Employee.\n\n                  (1) For purposes of subparagraph (b), all defined contribution\nplans included in a Required Aggregation Group shall be treated as one plan.\n\n--------------------------------------------------------------------------------\n\n\n                                       73\n\n\n                  (2) Paragraph (b) shall not apply if the Plan is included in a\nRequired Aggregation Group and the Plan enables a defined benefit plan included\nin the Required Aggregation Group to meet the requirements of Section 401(a)(4)\nor 410(b) of the Code.\n\n      For purposes of the minimum contribution requirement, any Pre-Tax\nContributions made on behalf of a Key Employee shall be counted as Employer\ncontributions with respect to such Key Employee, but any Pre-Tax Contributions\nmade on behalf of a Non-Key Employee shall not be counted as Employer\ncontributions with respect to such Non-Key Employee.\n\n      This Section shall not apply to the extent a Participant other than a Key\nEmployee is covered by another qualified plan(s) of the Employer and the\nEmployer has provided that the minimum contribution requirements applicable to\nthis Plan will be satisfied by the other plan(s).\n\n--------------------------------------------------------------------------------\n\n\n                                       74\n\n\n                                    EXECUTION\n\n      IN WITNESS WHEREOF, Omnicom Group Inc., by its duly authorized officer,\nhas executed the Omnicom Group Retirement Savings Plan on the date indicated\nbelow.\n\n                                       OMNICOM GROUP INC.\n\n                                       By:    \/s\/ Leslie Chiocco\n                                              ----------------------------------\n                                       Name:  Leslie Chiocco\n                                       Title: Vice President, Human Resources \n                                       Dated: September 7, 2001               \n\nAttest: \/s\/ Barry J. Wagner\n        ------------------------------\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8410],"corporate_contracts_industries":[9503],"corporate_contracts_types":[9539,9550],"class_list":["post-40410","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-omnicom-group-inc","corporate_contracts_industries-services__advertising","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\/40410","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=40410"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40410"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40410"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40410"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}