{"id":40411,"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-tyson-foods-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"retirement-savings-plan-tyson-foods-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/retirement-savings-plan-tyson-foods-inc.html","title":{"rendered":"Retirement Savings Plan &#8211; Tyson Foods Inc."},"content":{"rendered":"<pre>\n\n                          RETIREMENT SAVINGS PLAN\n                                    OF\n                             TYSON FOODS, INC.\n\n\n\n     THIS  INDENTURE is made as of the 13th day of December, 1999, by TYSON\nFOODS, INC, a corporation duly organized and existing under the laws of the\nState of Delaware.\n\n\n                           W I T N E S S E T H:\n\n\n     WHEREAS,  the  Primary  Sponsor established  by  indenture  originally\neffective  as  of  October 1, 1987, the Retirement Savings  Plan  of  Tyson\nFoods, Inc. (the \"Plan\"), which was last amended by indenture dated January\n1, 1993; and\n\n\n     WHEREAS, the Primary Sponsor now wishes to amend and restate the  Plan\nprimarily  to  comply with and make changes permitted by the provisions  of\nthe  Small Business Job Protection Act of 1996 and the Taxpayer Relief  Act\nof 1997; and\n\n\n     WHEREAS,  the Plan is intended to be a profit sharing plan within  the\nmeaning of Treasury Regulations Section 1.401-1(b)(1)(ii) and also contains\na  cash  or  deferred  arrangement as described in Section  401(k)  of  the\nInternal Revenue Code of 1986; and\n\n\n     WHEREAS,  the provisions of the Plan, as amended and restated  herein,\nshall  apply to Plan Years beginning after January 1, 1997, except  to  the\nextent  the provisions are required to apply at an earlier date or  to  any\nother members to comply with applicable law;\n\n\n    NOW,  THEREFORE, the Primary Sponsor does hereby amend and restate  the\nPlan in its entirety, generally effective as of January 1, 1997, except  as\notherwise provided herein, to read as follows:\n\n\n                                     \n                                     \n                                     \n                                     \n                                     \n                                     \n                                     \n                                     \n                                     \n                                     \n                                     \n                                     \n                                     \n                                     \n                                    48                                     \n\n                          RETIREMENT SAVINGS PLAN\n                                    OF\n                             TYSON FOODS, INC.\n                                     \n                                                                  Page\nSECTION 1 DEFINITIONS                                              1\nSECTION 2 ELIGIBILITY                                             10\nSECTION 3 CONTRIBUTIONS                                           10\nSECTION 4 ALLOCATIONS                                             12\nSECTION 5 PLAN LOANS                                              13\nSECTION 6 IN-SERVICE WITHDRAWALS                                  15\nSECTION 7 PAYMENT OF BENEFITS ON TERMINATION OF EMPLOYMENT        17\nSECTION 8 PAYMENT OF BENEFITS OF RETIREMENT                       18\nSECTION 9 DEATH BENEFITS                                          19\nSECTION 10 GENERAL RULES ON DISTRIBUTIONS                         19\nSECTION 11 ADMINISTRATION OF THE PLAN                             21\nSECTION 12 CLAIM REVIEW PROCEDURE                                 24\nSECTION 13 INCOMPETENT DISTRIBUTEE AND UNCLAIMED PAYMENTS         25\nSECTION 14 PROHIBITION AGAINST DIVERSION                          27\nSECTION 15 LIMITATION OF RIGHTS                                   27\nSECTION 16 AMENDMENT TO OR TERMINATION OF THE PLAN AND THE TRUST  27\nSECTION 17 ADOPTION OF PLAN BY AFFILIATES                         29\nSECTION 18 QUALIFICATION AND RETURN OF CONTRIBUTIONS              29\nSECTION 19 SECTION 16 OF SECURITIES EXCHANGE ACT OF 1934          30\nSECTION 20 INCORPORATION OF SPECIAL LIMITATIONS                   30\nAPPENDIX A LIMITATION ON ALLOCATIONS                               1\nAPPENDIX B TOP-HEAVY PROVISIONS                                    1\nAPPENDIX C SPECIAL NONDISCRIMINATION RULES                         1\nAPPENDIX D FROZEN BENEFIT DISTRIBUTION RULES                       1\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                    49\n\n\n                                 SECTION 1\n                                DEFINITIONS\n\n     Wherever used herein, the masculine pronoun shall be deemed to include\nthe  feminine, and the singular to include the plural, unless  the  context\nclearly indicates otherwise and the following words and phrases shall, when\nused herein, have the meanings set forth below:\n\n     1.1  \"Account\" means a Participant's aggregate balance in the following\naccounts, as adjusted pursuant to the Plan as of any given date:\n\n    (a)  \"Salary Deferral Contribution Account\" which shall reflect a\n    Participant's interest in contributions made by a Plan Sponsor under Plan\n    Section 3. 1.\n          \n    (b)  \"Employer Contribution Account\" which shall reflect a Participant's\n    interest  in matching contributions made by a Plan Sponsor under  Plan\n    Section 3.2.\n          \n    (c)  \"Stock Match Account\" which shall reflect a Participant's interest in\n    contributions made by a Plan Sponsor under Plan Section 3.3.\n          \n    (d)  \"After-Tax Contribution Account\" which shall reflect a Participant's\n    interest in after-tax contributions previously made by a Participant to the\n    Fund or transferred to the Plan in a trust-to-trust transfer.\n          \n    (e)  \"Rollover Account\" which shall reflect a Participant's interest in\n     Rollover Amounts.\n\nThe  Plan Administrator shall also maintain such additional subaccounts  as\nit  determines  necessary or desirable to reflect trust-to-trust  transfers\n(other  than Rollover Amounts), including, but not limited to, the  mergers\nof  other  tax-qualified  retirement plans with  and  into  the  Plan.   In\naddition, the Plan Administrator may allocate the interest of a Participant\nin  any funds transferred to the Plan in any trust-to-trust transfer (other\nthan  Rollover  Amounts) among the above accounts as the Plan Administrator\ndetermines best reflects the interest of the Participant.\n\n     1.2  \"Affiliate\" means (a) any corporation which is a member of the same\ncontrolled  group  of  corporations (within the  meaning  of  Code  Section\n414(b))  as is a Plan Sponsor, (b) any other trade or business (whether  or\nnot  incorporated) under common control (within the meaning of Code Section\n414(c))  with  a  Plan Sponsor, (c) any other corporation,  partnership  or\nother organization which is a member of an affiliated service group (within\nthe  meaning of Code Section 414(m)) with a Plan Sponsor, and (d) any other\nentity  required  to  be  aggregated  with  a  Plan  Sponsor  pursuant   to\nregulations under Code Section 414(o).  Notwithstanding the foregoing,  for\npurposes  of  applying  the limitations set forth in  Appendix  A  and  for\npurposes  of  determining  Annual  Compensation  under  Appendix   A,   the\nreferences  to Code Sections 414(b) and (c) above shall be as  modified  by\nCode Section 415(h).\n\n\n\n\n\n\n                                    50\n\n   \n  1.3  \"Annual Compensation\" means wages within the meaning of Code Section\n3401(a)  (for  purposes of income tax withholding at the  source)  and  all\nother  payments  of  compensation to an Employee  by  a  Plan  Sponsor  and\nAffiliates (in the course of the entity's trade or business) during a  Plan\nYear for which the Plan Sponsor or Affiliate, as applicable, is required to\nfurnish  the Employee a written statement as required to be reported  under\nCode Sections 6041(d), 6051(a)(3) and 6052 (but without regard to any rules\nthat  limit  the  remuneration included in wages based  on  the  nature  or\nlocation of the employment or the services performed, such as the exception\nfor agricultural labor in Code Section 3401(a)(2)). Annual Compensation  in\nexcess  of  the  Annual  Compensation Limit shall be  disregarded  for  all\npurposes  under the Plan except for purposes of determining who are  Highly\nCompensated  Employees.   Notwithstanding the  above,  Annual  Compensation\nshall be determined as follows:\n\n    (a)  (1)  for purposes of determining, with respect to each Plan Sponsor,\n    the amount of contributions made by or on behalf of an Employee under Plan\n    Section 3 and allocations under Plan Section 4, and\n          \n   (2)  for purposes of applying the provisions of Appendix C hereto for such\n   Plan Years as the Secretary of the Treasury may allow, Annual Compensation\n   shall only include amounts received for the portion of the Plan Year during\n   which the Employee was a Participant;\n          \n   (b)  for all purposes under the Plan, Annual Compensation shall not include\n   reimbursements  or other expense allowances, cash and  noncash  fringe\n   benefits, moving expense allowances, deferred compensation, and welfare\n   benefits;\n          \n   (c)  in determining the amount of contributions under Plan Section 3 and\n   allocations under Plan Section 4 made by or on behalf of an  Employee,\n   Annual  Compensation shall not include bonus compensation and  amounts\n   realized  from  the exercise of non-qualified stock  options  or  when\n   restricted stock (or property) held by an employee either becomes freely\n   transferable or is no longer subject to a substantial risk of forfeiture;\n          \n   (d)  (1)  for all purposes under the Plan, except as provided in Subsection\n   (d)(2) of this Section, Annual Compensation shall include any amount which\n   would have been paid during a Plan Year, but was contributed by a Plan\n   Sponsor on behalf of an Employee pursuant to a salary reduction agreement\n   which is not includable in the gross income of the Employee under Section\n   125, 402(g)(3) or 457 of the Code; and\n          \n               (2)   effective  until December 31, 1997,  for  purposes  of\n          applying  the  annual  addition  limits  in  Appendix  A,  Annual\n          Compensation   shall  not  include  the  amounts   described   in\n          Subsection (d)(1); and\n          \n     (e)  Notwithstanding the provisions of Subsection (c), if for any Plan Year\n     the compensation percentage for Highly Compensated Employees exceeds by\n     more than a de minimis amount the compensation percentage for Participants\n     who  are  not Highly Compensated Employees, then the items  of  Annual\n     Compensation described in Subsection (c) above shall be included as part of\n     Annual Compensation for purposes of determining Plan Sponsor contributions\n     made to Stock Match Accounts.\n     \n\n                                    51\n\n\n     1.4   \"Annual Compensation Limit\" means $150,000, which amount may  be\nadjusted in subsequent Plan Years based on changes in the cost of living as\nannounced  by  the  Secretary of the Treasury.  If a  determination  period\nconsists  of fewer than twelve months, the Annual Compensation Limit  shall\nbe multiplied by a fraction, the numerator of which is the number of months\nin the determination period and the denominator of which is twelve.\n\n     1.5  \"Beneficiary\" means the person or trust that a Participant designated\nmost recently in writing to the Plan Administrator; provided, however, that\nif  the  Participant has failed to make a designation, no person designated\nis  alive,  no trust has been established, or no successor Beneficiary  has\nbeen  designated  who  is  alive,  the term  \"Beneficiary\"  means  (a)  the\nParticipant's  spouse  or  (b)  if  no  spouse  is  alive,   the   deceased\nParticipant's estate.  Notwithstanding the preceding sentence,  the  spouse\nof  a  married Participant shall be his Beneficiary unless that spouse  has\nconsented  in writing to the designation by the Participant of  some  other\nperson  or  trust and the spouse's consent acknowledges the effect  of  the\ndesignation  and  is witnessed by a notary public or a Plan representative.\nA  Participant  may  change  his  designation  at  any  time.   However,  a\nParticipant may not change his designation without further consent  of  his\nspouse  under  the  terms  of the preceding sentence  unless  the  spouse's\nconsent  permits  designation of another person or  trust  without  further\nspousal  consent and acknowledges that the spouse has the  right  to  limit\nconsent   to  a  specific  beneficiary  and  that  the  spouse  voluntarily\nrelinquishes  this right.  Notwithstanding the above, the spouse's  consent\nshall not be required if the Participant establishes to the satisfaction of\nthe   Plan  Administrator  that  the  spouse  cannot  be  located,  if  the\nParticipant  has a court order indicating that he is legally  separated  or\nhas  been  abandoned (within the meaning of local law) unless a  \"qualified\ndomestic  relations  order\" (as defined in Code  Section  414(p))  provides\notherwise,  or  if  there are other circumstances as the Secretary  of  the\nTreasury prescribes.  If the spouse is legally incompetent to give consent,\nconsent by the spouse's legal guardian shall be deemed to be consent by the\nspouse.   If,  subsequent to the death of a Participant, the  Participant's\nBeneficiary  dies while entitled to receive benefits under  the  Plan,  the\nsuccessor  Beneficiary, if any, or the Beneficiary listed under  Subsection\n(a) or, if no spouse is alive, Subsection (b) shall be the Beneficiary.\n\n     1.6   \"Board of Directors\" means the Board of Directors of the Primary\nSponsor.\n\n     1.7  \"Break in Service\" means the failure of an Employee, in connection\nwith  a  Termination  of Employment, to complete a twelve-consecutive-month\nperiod  beginning on a Severance Date or anniversary thereof  during  which\nthe  Employee  fails  to perform an Hour of Service.   Notwithstanding  the\nforegoing,  the absence from employment at anytime during a  Plan  Year  by\nreason of service in the armed forces of the United States shall not  cause\na Break in Service during a Plan Year if such Employee is reemployed by the\nPlan  Sponsor within four months after his discharge or release  from  such\nservice in the armed forces.\n\n     1.8  \"Code\" means the Internal Revenue Code of 1986, as amended.\n\n     1.9  \"Deferral Amount\" means a contribution of a Plan Sponsor on behalf of\na Participant pursuant to Plan Section 3.1.\n\n\n                                    52  \n\n\n     1.10  \"Direct  Rollover\" means a payment by the Plan to  the  Eligible\nRetirement Plan specified by the Distributee.\n\n     1.11 \"Disability\" means a disability of a Participant which, in the opinion\nof  the  Plan  Administrator,  causes  a  Participant  to  be  totally  and\npermanently  disabled  due to sickness or injury so  as  to  be  completely\nunable  to perform any and every duty pertaining to his occupation  from  a\ncause other than as specified below:\n\n          (a)   excessive  and  habitual use by the Participant  of  drugs,\n     intoxicants or narcotics;\n     \n          (b)   injury  or  disease  sustained  by  the  Participant  while\n     willfully   and  illegally  participating  in  fights,  riots,   civil\n     insurrections or while committing a felony;\n          \n          (c)  injury or disease sustained by the Participant while serving\n     in any armed forces;\n          \n          (d)  injury or disease sustained by the Participant diagnosed  or\n     discovered subsequent to the date of his termination of employment;\n          \n          (e)  injury or disease sustained by the Participant while working\n     for  anyone  other than the Plan Sponsor or any Affiliate and  arising\n     out of such employment; and\n          \n          (f)   injury or disease sustained by the Participant as a  result\n     of  an  act  of  war, whether or not such act arises from  a  formally\n     declared state of war.\n\nThe determination of whether or not a Disability exists shall be determined\nby  the  Plan Administrator and shall be substantiated by competent medical\nevidence.\n\n     1.12 \"Distributee\" means an Employee or former Employee.  In addition, the\nEmployee's  or  former Employee's surviving spouse and  the  Employee's  or\nformer Employee's spouse or former spouse who is the alternate payee  under\na  qualified domestic relations order (as defined in Code Section  414(p)),\nare  Distributees  with  regard to the interest of  the  spouse  or  former\nspouse.\n\n     1.13 \"Elective Deferrals\" means, with respect to any taxable year of the\nParticipant, the sum of\n\n          (a)  any Deferral Amounts;\n          \n          (b)  any contributions made by or on behalf of a Participant under any\n     other qualified cash or deferred arrangement as defined in Code Section\n     401(k), whether or not maintained by a Plan Sponsor, to the extent such\n     contributions are not or would not, but for Code Section 402(g)(1), be\n     included in the Participant's gross income for the taxable year; and\n          \n          (c)  any other contributions made by or on behalf of a Participant\n               pursuant to Code Section 402(g)(3).\n\n\n\n                                    53\n\n\n     1.14 \"Eligibility Service\" means the completion of a twelve-consecutive-\nmonth period beginning on the date on which the Employee first performs  an\nHour  of  Service  upon his employment or reemployment or  any  anniversary\nthereof  without  reaching  a  Severance Date;  provided,  however,  if  an\nEmployee  quits,  retires or is discharged and then  performs  an  Hour  of\nService  within  twelve months of his Severance Date, then such  period  of\nseverance shall be taken into account in calculating Eligibility Service.\n\n     1.15 \"Eligible Employee\" means any Employee of a Plan Sponsor other than an\nEmployee who is (a) covered by a collective bargaining agreement between  a\nunion  and  a  Plan  Sponsor, provided that retirement  benefits  were  the\nsubject   of  good  faith  bargaining,  unless  the  collective  bargaining\nagreement  provides for participation in the Plan, (b)  a  leased  employee\nwithin  the meaning of Code Section 414(n)(2), (c) deemed to be an Employee\nof a Plan Sponsor pursuant to regulations under Code Section 414(o), or (d)\na  non-resident alien.  In addition, no person who is initially  classified\nby  a  Plan  Sponsor  as an independent contractor for federal  income  tax\npurposes  shall  be  regarded  as an Eligible  Employee  for  that  period,\nregardless of any subsequent determination that any such person should have\nbeen  characterized as a common law employee of the Plan  Sponsor  for  the\nperiod in question.\n          \n     1.16 \"Eligible Retirement Plan\" means an individual retirement account\ndescribed  in  Code  Section  408(a),  an  individual  retirement   annuity\ndescribed in Code Section 408(b), an annuity plan described in Code Section\n403(a)  or a qualified trust described in Code Section 401(a) that  accepts\nthe Distributee's Eligible Rollover Distribution.  However, in the case  of\nan  Eligible  Rollover Distribution to the surviving  spouse,  an  Eligible\nRetirement   Plan  is  an  individual  retirement  account  or   individual\nretirement annuity.\n\n     1.17 \"Eligible Rollover Distribution\" means any distribution of all or any\nportion  of  the  Distributee's Account, except that an  Eligible  Rollover\nDistribution does not include: any distribution that is one of a series  of\nsubstantially  equal periodic payments (not less frequently than  annually)\nmade  for  the  life (or life expectancy) of the Distributee or  the  joint\nlives (or joint life expectancies) of the Distributee and the Distributee's\ndesignated Beneficiary, or for a specified period of ten years or more; any\ndistribution to the extent such distribution is required under Code Section\n401(a)(9); the portion of any distribution that is not includable in  gross\nincome  (determined  without  regard to the exclusion  for  net  unrealized\nappreciation  with  respect  to employer securities);  and,  effective  for\ndistributions  made  after December 31, 1999, any distribution  made  under\nSection 6.1 of the Plan.\n\n     1.18 \"Employee\" means any person who is (a) a common law employee of a Plan\nSponsor  or an Affiliate, (b) a leased employee within the meaning of  Code\nSection  414(n)(2) with respect to a Plan Sponsor, or (c) deemed to  be  an\nemployee  of  a  Plan  Sponsor pursuant to regulations under  Code  Section\n414(o).\n\n     1.19 \"Entry Date\" means the first day of each payroll period.\n\n     1.20 \"ERISA\" means the Employee Retirement Income Security Act of 1974, as\namended.\n\n\n                                    54\n\n\n     1.21  \"Fiduciary\" means each Named Fiduciary and any other person  who\nexercises   or  has  any  discretionary  authority  or  control   regarding\nmanagement  or  administration of the Plan, any other  person  who  renders\ninvestment advice for a fee or has any authority or responsibility to do so\nwith  respect to any assets of the Plan, or any other person who  exercises\nor  has  any  authority or control respecting management or disposition  of\nassets of the Plan.\n\n     1.22 \"Fund\" means the amount at any given time of cash and other property\nheld by the Trustee pursuant to the Plan.\n\n     1.23 \"Highly Compensated Employee\" means, with respect to a Plan Year, each\nEmployee who:\n     \n          (a)   was  at  any  time during the Plan Year or the  immediately\n     preceding  Plan Year an owner of more than five percent  (5%)  of  the\n     outstanding  stock of a Plan Sponsor or Affiliate or  more  than  five\n     percent (5%) of the total combined voting power of all stock of a Plan\n     Sponsor or Affiliate;\n     \n          (b)   received Annual Compensation in excess of $80,000 (for  the\n     Plan  Year  beginning in 1997) during the immediately  preceding  Plan\n     Year; or\n     \n          (c)   is a former Employee who met the requirements of Subsection\n     (a)(1)  or  (a)(2)  at  the  time the former Employee  separated  from\n     service with the Plan Sponsor or an Affiliate or at any time after the\n     former Employee attained age 55.\n\n     1.24 \"Hour of Service\" means:\n\n          (a)  Each hour for which an Employee is paid, or entitled to payment,\n     for the performance of duties for a Plan Sponsor or any Affiliate\n     during the applicable computation period, and such hours shall be\n     credited to the computation period in which the duties are performed;\n          \n          (b)  Each hour for which an Employee is paid, or entitled to payment,\n     by a Plan Sponsor or any Affiliate on account of a period of time\n     during which no  duties  are  performed  (irrespective of  whether\n     the  employment relationship has terminated) due to vacation,\n     holiday, illness, incapacity (including disability), layoff,\n     jury duty, military duty or  leave  of absence;\n          \n          (c)  Each hour for which back pay, irrespective of mitigation of\n     damages, is either awarded or agreed to by a Plan Sponsor or any\n     Affiliate, and such hours shall be credited to the computation period\n     or periods to which the award or agreement for back pay pertains\n     rather than to the computation period in which the award, agreement\n     or payment is made; provided, that the crediting of Hours of\n     Service for back pay awarded or agreed to with respect to periods\n     described in Subsection (b) of this Section shall be subject to the\n     limitations set forth in Subsection (f);\n\n\n\n\n\n                                    55\n          \n          (d)  Solely for purposes of determining whether a Break in Service has\n     occurred, each hour during any period that the Employee is absent from work\n     (1) by reason of the pregnancy of the Employee, (2) by reason of the birth\n     of a child of the Employee, (3) by reason of the placement of a child with\n     the Employee in connection with the adoption of the child by the Employee,\n     or  (4) for purposes of caring for such child for a period immediately\n     following its birth or placement.  The hours described in this Subsection\n     (d)  shall be credited (A) only in the computation period in which the\n     absence from work begins, if the Employee would be prevented from incurring\n     a Break in Service in that year solely because of that credit, or (B), in\n     any other case, in the next following computation period;\n          \n          (e)  Without duplication of the Hours of Service counted pursuant to\n     Subsection (d) hereof and solely for such purposes as required pursuant to\n     the Family and Medical Leave Act of 1993 and the regulations thereunder\n     (the \"Act\"), each hour (as determined pursuant to the Act) for which an\n     Employee is granted leave under the Act (1) for the birth of a child, (2)\n     for placement with the Employee of a child for adoption or foster care, (3)\n     to care for the Employee's spouse, child or parent with a serious health\n     condition, or (4) for a serious health condition that makes the Employee\n     unable to perform the functions of the Employee's job;\n          \n          (f)  The Plan Administrator shall credit Hours of Service in\n     accordance with  the  provisions of Section 2530.200b-2(b) and (c) of\n     the  U.S. Department of Labor Regulations or such other federal\n     regulations as may from time to time be applicable and determine Hours\n     of Service from the employment records of a Plan Sponsor or in any other\n     manner consistent with regulations promulgated by the Secretary of\n     Labor, and shall construe any ambiguities  in  favor of crediting\n     Employees with Hours  of  Service. Notwithstanding any other provision\n     of this Section, in no event shall an Employee be credited with more\n     than 501 Hours of Service during any single continuous period during\n     which he performs no duties for the Plan Sponsor or Affiliate; and\n          \n          (g)   In  the event that a Plan Sponsor or an Affiliate  acquires\n     substantially all of the assets of another corporation or entity or  a\n     controlling interest of the stock of another corporation or merges with\n     another corporation or entity and is the surviving entity, then service of\n     an Employee who was employed by the prior corporation or entity and who is\n     employed by the Plan Sponsor or an Affiliate at the time of the acquisition\n     or merger shall be counted in the manner provided, with the consent of the\n     Primary  Sponsor,  in resolutions adopted by the  Plan  Sponsor  which\n     authorizes the counting of such service.\n\n     1.25 \"Individual Fund\" means individual subfunds of the Fund as may be\nestablished by the Plan Administrator from time to time for the  investment\nof the Fund.\n\n     1.26 \"Investment Committee\" means a committee, which may be established to\ndirect the Trustee with respect to investments of the Fund.\n\n     1.27 \"Investment Manager\" means a Fiduciary, other than the Trustee, the\nPlan  Administrator, or a Plan Sponsor, who may be appointed by the Primary\nSponsor:\n\n          (a)  who has the power to manage, acquire, or dispose of any assets\n     of the Fund or a portion thereof; and\n\n                                    56 \n\n          (b)  who\n               \n   (1)  is registered as an investment adviser under the Investment Advisers\n        Act of 1940;\n               \n   (2)  is a bank as defined in that Act; or\n               \n   (3)  is an insurance company qualified to perform services described in\n        Subsection (a) above under the laws of more than one state; and\n\n     (c)  who has acknowledged in writing that he is a Fiduciary with respect to\n     the Plan.\n\n     1.28 \"Named Fiduciary\" means only the following:\n\n          (a)  the Plan Administrator;\n          \n          (b)  the Trustee;\n          \n          (c)  the Investment Committee; and\n          \n          (d)  the Investment Manager.\n\n     1.29 \"Normal Retirement Age\" means age 65.\n     \n     1.30 \"Participant\" means any Employee or former Employee who has become a\nparticipant  in  the  Plan for so long as his Account has  not  been  fully\ndistributed pursuant to the Plan.\n\n     1.31 \"Plan Administrator\" means the organization or person designated to\nadminister  the  Plan  by the Primary Sponsor and,  in  lieu  of  any  such\ndesignation, means the Primary Sponsor.\n\n     1.32  \"Plan  Sponsor\" means individually the Primary Sponsor  and  any\nAffiliate  or other entity which has adopted the Plan and Trust;  provided,\nhowever, if the Plan is adopted on behalf of Employees of one or more,  but\nless  than  all, divisions or facilities of any Affiliate,  then  the  term\n\"Plan  Sponsor\",  as applied to that Affiliate, shall  only  apply  to  the\ndivisions  or  facilities on behalf of whose Employees the  Plan  has  been\nadopted.\n\n     1.33 \"Plan Year\" means the calendar year.\n\n     1.34 \"Primary Sponsor\" means Tyson Foods, Inc. and each successor thereto.\n\n     1.35  \"Retirement  Date\"  means  the date  on  which  the  Participant\n(a)  experiences  a termination of employment on or after attaining  Normal\nRetirement Age, or (b) becomes subject to a Disability.\n\n     1.36  \"Rollover Amount\" means any amount transferred to the Fund by  a\nParticipant,  which  amount qualifies as an eligible rollover  distribution\nunder Code Section 402(c)(4), or for rollover treatment under Code Sections\n403(a)(4) or 408(d)(3)(A)(ii), and any regulations issued thereunder.\n\n\n\n\n\n                                    57 \n\n\n     1.37  \"Severance Date\" means the earlier of (a) the date on  which  an\nEmployee  quits,  is  discharged,  retires  or  dies,  and  (b)  the  first\nanniversary  of  the  first date of a period in which an  Employee  remains\nabsent  from  work  (with  or without pay) with the  Plan  Sponsor  or  any\nAffiliate  for  any reason.  Notwithstanding the foregoing,  the  Severance\nDate of an Employee who is absent from work beyond the first anniversary of\nthe  first  date of absence (1) by reason of the pregnancy of the Employee,\n(2) by reason of the birth of a child of the Employee, (3) by reason of the\nplacement  of a child with the Employee, or (4) for purposes of caring  for\nthe  child for a period immediately following its birth or placement, means\nthe  second anniversary of the first date of absence from work.   The  Plan\nAdministrator  may require an Employee to provide to it timely  information\nto  establish the reason for any such absence hereunder and the  number  of\ndays for which there was such an absence.\n\n     1.38 \"Termination of Employment\" means the termination of employment of an\nEmployee  from all Plan Sponsors and Affiliates for any reason  other  than\ndeath  or  attainment  of  a  Retirement Date.   Any  absence  from  active\nemployment  of  the Plan Sponsor and Affiliates by reason  of  an  approved\nleave of absence shall not be deemed for any purpose under the Plan to be a\nTermination of Employment.  Transfer from an Employee from one Plan Sponsor\nto  another  Plan Sponsor or to an Affiliate shall not be  deemed  for  any\npurpose  under  the Plan to be a Termination of Employment.   In  addition,\ntransfer  of an Employee to another employer in connection with a corporate\ntransaction involving a sale of assets, merger or sale of stock, shall  not\nbe  deemed to be a Termination of Employment, for purposes of the timing of\ndistributions  under  Plan  Section 7.1, if  the  employer  to  which  such\nEmployee  is transferred agrees with the Plan Sponsor to accept a  transfer\nof  assets  from  the  Plan to its tax-qualified plan in  a  trust-to-trust\ntransfer  meeting the requirements of Code Section 414(l).  If the employer\nto  which  such Employee is transferred does not agree to accept a transfer\nof  assets  from  the Plan to its tax-qualified Plan, Plan Section  7.5  is\napplicable  in  the  event that such Termination of  Employment  is  not  a\ndistributable event under Code Section 401(k)(10)(A).\n\n     1.39 \"Trust\" means the trust established under an agreement between the\nPrimary  Sponsor  and  the  Trustee to  hold  the  Fund  or  any  successor\nagreement.\n\n     1.40 \"Trustee\" means the trustee under the Trust.\n\n     1.41 \"Valuation Date\" means each regular business day.\n\n                                 SECTION 2\n                                ELIGIBILITY\n\n     2.1  Each Eligible Employee shall become a Participant as of the Entry Date\ncoinciding  with  or next following the date he completes  his  Eligibility\nService.\n\n     2.2  Except as provided in Section 2.4, each former Participant who is\nreemployed by a Plan Sponsor shall become a Participant as of the  date  of\nhis reemployment as an Eligible Employee.\n\n\n\n\n                                     58\n\n\n     2.3  Except as provided in Section 2.4, each former Employee who completes\nhis  Eligibility  Service but terminates employment  with  a  Plan  Sponsor\nbefore  becoming a Participant shall become a Participant as of the  latest\nof the date he (a) is reemployed, (b) would have become a Participant if he\nhad  not  incurred a termination of employment, or (c) becomes an  Eligible\nEmployee.\n\n     2.4  If a former Employee incurs a Break in Service, he shall become a\nParticipant as of the Entry Date coinciding with or next following the date\nhe  completes  a period of Eligibility Service following the  date  of  his\nreemployment,  regardless of whether the former Employee previously  was  a\nParticipant.\n\n     2.5  Effective January 1, 2000, solely for the purpose of contributing\nDeferral  Amounts  to  the  Plan, an Eligible  Employee  who  has  not  yet\ncompleted his Eligibility Service may become a Participant as of the  first\nday  of  the month following the completion of two full calendar months  of\nservice.\n\n     2.6  Solely for the purpose of contributing a Rollover Amount to the Plan,\nan  Eligible Employee who has not yet become a Participant pursuant to  any\nother provision of this Section 2 shall become a Participant as of the date\non  which the Rollover Amount is contributed to the Plan only with  respect\nto that Rollover Amount.\n\n                                 SECTION 3\n                               CONTRIBUTIONS\n     \n     3.1  (a)  Deferral Amounts.  The Plan Sponsor shall make a contribution to\n     the Fund on behalf of each Participant who is an Eligible Employee and has\n     elected to defer a portion of Annual Compensation otherwise payable to him\n     for the Plan Year and to have such portion contributed to the Fund.  The\n     election must be made before the Annual Compensation is payable and may\n     only be made pursuant to an agreement between the Participant and the Plan\n     Sponsor  which  shall be in such form and subject to  such  rules  and\n     limitations as the Plan Administrator may prescribe and shall specify the\n     percentage of Annual Compensation that the Participant desires to defer and\n     to have contributed to the Fund. Once a Participant has made an election\n     for a Plan Year, the Participant may revoke or modify his election  to\n     increase  or reduce the rate of future deferrals, as provided  in  the\n     administrative  procedures provided by the  Plan  Administrator.   The\n     contribution made by a Plan Sponsor on behalf of a Participant under this\n     Section 3.1 shall be in an amount equal to the amount specified in the\n     Participant's deferral agreement, but not less than  two percent (2%) and\n     not  greater  than  fifteen percent (15%) of the Participant's  Annual\n     Compensation.  Pursuant to Section 4 of Appendix C, the Plan Administrator\n     may restrict the amount which Highly Compensated Employees, or any subgroup\n     thereof, may defer under this Section 3.1.\n\n          (b)  Limits of Deferral Amounts.  Elective Deferrals shall in no event\n     exceed $10,000 (for 1999) in any one taxable year of the Participant, which\n     amount shall be adjusted for changes in the cost of living as provided by\n     the  Secretary of the Treasury.  In the event the amount  of  Elective\n     Deferrals exceeds $10,000 (for 1999) as adjusted, in any one taxable year\n     then, (1) not later than the immediately following March 1, the Participant\n     may designate to the Plan the portion of the Participant's Deferral Amount\n\n                                    59\n\n\n     which consists of excess Elective Deferrals, and (2) not later than the\n     immediately  following  April 15, the Plan may distribute  the  amount\n     designated to it under Paragraph (1) above, as adjusted to reflect income,\n     gain, or loss attributable to it through the end of the Plan Year, and\n     reduced by any \"Excess Deferral Amounts,\" as defined in Appendix C hereto,\n     previously distributed or recharacterized with respect to the Participant\n     for the Plan Year beginning with or within that taxable year.  The payment\n     of the excess Elective Deferrals, as adjusted and reduced, from the Plan\n     shall be made to the Participant without regard to any other provision in\n     the Plan.  In the event that a Participant's Elective Deferrals exceed\n     $10,000, as adjusted, in any one taxable year under the Plan and other\n     plans of the Plan Sponsor and its Affiliates, the Participant shall be\n     deemed to have designated for distribution under the Plan the amount of\n     excess Elective Deferrals, as adjusted and reduced, by taking into account\n     only Elective Deferral amounts under the Plan and other plans of the Plan\n     Sponsor and its Affiliates.\n\n     3.2  Matching Contributions.  The Plan Sponsor shall make contributions to\nthe  Fund with respect to each Plan Year on behalf of each Participant  who\nis an Eligible Employee and who has completed his Eligibility Service in an\namount  equal to (a) one hundred percent (100%) of the Participant's Annual\nCompensation deferred by the Participant pursuant to Section  3.1,  to  the\nextent  the  contribution under Section 3.1 does not exceed  three  percent\n(3%)  of  his  Annual  Compensation, and (b) fifty  percent  (50%)  of  the\nParticipant's Annual Compensation deferred by the Participant  pursuant  to\nSection 3.1, to the extent the contribution under Section 3.1 exceeds three\npercent  (3%)  of his Annual Compensation but does not exceed five  percent\n(5%) of his Annual Compensation.\n\n     3.3   Stock  Match Contributions.  The Plan Sponsor proposes  to  make\ncontributions to the Fund on behalf of those Participants who are  entitled\nto  matching contributions pursuant to the terms of Section 4.1(d)  of  the\n\"Tyson  Foods,  Inc.  Employee  Stock  Purchase  Plan\"  (or  any  successor\nprovisions) (the \"Stock Match Provisions\") in the amounts and at such times\nas required thereby.  Effective April 1, 1998, any contributions mistakenly\nmade  pursuant  to  this Section 3.3 on behalf of a Participant  who  is  a\nHighly  Compensated  Employee  shall  be  returned  to  the  Plan  Sponsor;\nprovided, such amount is returned no later than one year after the date  of\nits contribution.\n\n     3.4  Rollover Contributions.  Any Eligible Employee may, with the consent\nof  the Plan Administrator and subject to such rules and conditions as  the\nPlan  Administrator may prescribe, transfer a Rollover Amount to the  Fund;\nprovided,  however, that the Plan Administrator shall not  administer  this\nprovision  in  a  manner  which  is  discriminatory  in  favor  of   Highly\nCompensated Employees.\n\n     3.5  Forfeitures.  Forfeitures contemplated by Section 13.5 shall be used\nto reduce Plan expenses and not to increase benefits.\n\n     3.6  Form of Contributions.  Contributions may be made only in cash or\nother  property which is acceptable to the Trustee.  In no event  will  the\nsum  of contributions under Sections 3.1, 3.2 and 3.3 exceed the deductible\nlimits under Code Section 404.\n\n\n\n                                    60\n\n\n     3.7  Contributions Related to Military Service.  Effective December 12,\n1994,   notwithstanding  any  provision  of  the  Plan  to  the   contrary,\ncontributions,  benefits  and  service credit  with  respect  to  qualified\nmilitary service will be provided in accordance with Section 414(u) of  the\nCode.\n\n     3.8  Corrective Contributions.  Notwithstanding any provision of the Plan\nto  the  contrary,  the Plan Sponsor may make corrective  distributions  or\nallocations  as  required to comply with any program provided  pursuant  to\nRevenue Procedure 98-22 or any successor guidance.\n\n                                 SECTION 4\n                                ALLOCATIONS\n\n     4.1   (a)   As  soon as reasonably practicable following the  date  of\n     withholding by the Plan Sponsor, if applicable, and receipt by the Trustee,\n     Plan  Sponsor  contributions made on behalf of each Participant  under\n     Sections 3.1 and 3.2, and Rollover Amounts contributed by the Participant,\n     shall be allocated to the Salary Deferral Contribution Account, Employer\n     Contribution Account and Rollover Account, respectively, of the Participant\n     on behalf of whom the contributions were made.\n\n          (b)   As  soon as reasonably practicable after the date indicated\n     by  the Stock Match Provisions, Plan Sponsor contributions made  under\n     Section  3.3  shall be allocated to the Stock Match  Account  of  each\n     eligible Participant.\n\n     4.2  As of each Valuation Date, the Trustee shall allocate the net income\nor  net loss of each Individual Fund to each Account in the proportion that\nthe value of the Account as of the Valuation Date bears to the value of all\nAccounts invested in that Individual Fund as of the Valuation Date.\n\n                                 SECTION 5\n                                PLAN LOANS\n\n     5.1  Subject to the provisions of the Plan and the Trust, each Participant\nwho  is an Employee shall have the right, subject to prior approval by  the\nPlan  Administrator, to borrow from the Fund.  In addition, each \"party  in\ninterest,\" as defined in ERISA Section 3(14), who is (a) a Participant  but\nno  longer  an Employee, (b) the Beneficiary of a deceased Participant,  or\n(c)  an  alternate payee of a Participant pursuant to the provisions  of  a\n\"qualified  domestic relations order,\" as defined in Code  Section  414(p),\nshall  also  have  the  right,  subject  to  prior  approval  by  the  Plan\nAdministrator, to borrow from the Fund; provided, however,  that  loans  to\nsuch   parties  in  interest  may  not  discriminate  in  favor  of  Highly\nCompensated Employees.\n\n     5.2  In order to apply for a loan, a borrower must complete and submit to\nthe  Plan  Administrator  documents or information  required  by  the  Plan\nAdministrator for this purpose.\n\n     5.3  Loans shall be available to all eligible borrowers on a reasonably\nequivalent   basis   which   may   take   into   account   the   borrower's\ncreditworthiness,  ability  to  repay  and  ability  to  provide   adequate\nsecurity.   Loans  shall  not  be  made  available  to  Highly  Compensated\nEmployees, officers or shareholders of a Plan Sponsor in an amount  greater\n\n                                    61  \n\n\nthan the amount made available to other borrowers.  This provision shall be\ndeemed  to be satisfied if all borrowers have the right to borrow the  same\npercentage   of  their  interest  in  the  Participant's  vested   Account,\nnotwithstanding that the dollar amount of such loans may differ as a result\nof differing values of Participants' vested Accounts.\n\n     5.4  Each loan shall bear a \"reasonable rate of interest\" and provide that\nthe  loan  be  amortized  in substantially level  payments,  made  no  less\nfrequently  than quarterly, over a specified period of time.  A \"reasonable\nrate  of interest\" shall be that rate that provides the Plan with a  return\ncommensurate with the interest rates charged by persons in the business  of\nlending money for loans which would be made under similar circumstances.\n\n     5.5   Each loan shall be adequately secured, with the security for the\noutstanding balance of all loans to the borrower to consist of one-half (1\/2)\nof  the  borrower's interest in the Participant's vested Account,  or  such\nother  security as the Plan Administrator deems acceptable.  No portion  of\nthe  Participant's Salary Deferral Contribution Account shall  be  used  as\nsecurity  for  any loan hereunder unless and until such time  as  the  loan\namount  exceeds  the value of the borrower's interest in the  Participant's\nvested amounts in all other Accounts.\n\n     5.6  Each loan, when added to the outstanding balance of all other loans to\nthe  borrower  from  all  retirement plans of  the  Plan  Sponsor  and  its\nAffiliates  which are qualified under Section 401 of the  Code,  shall  not\nexceed the lesser of:\n\n          (a)  $50,000, reduced by the excess, if any, of\n\n     (1)  the highest outstanding balance of loans made to the borrower from all\n     retirement plans qualified under Code Section 401 of the Plan Sponsor and\n     its Affiliates during the one (1) year period immediately preceding the day\n     prior to the date on which such loan was made, over\n\n     (2)  the outstanding balance of loans made to the borrower from all\n     retirement plans qualified under Code Section 401 of the Plan Sponsor and\n     its Affiliates on the date on which such loan was made, or\n\n      (b)  one-half (1\/2) of the value of the borrower's interest in the vested\n           Account attributable to the Participant's Account.\n\nFor  purposes of this Section, the value of the vested Account attributable\nto  a Participant's Account shall be established as of the latest preceding\nValuation Date, or any later date on which an available valuation was made,\nand  shall be adjusted for any distributions or contributions made  through\nthe date of the origination of the loan.\n\n     5.7  Each loan, by its terms, shall be repaid within five (5) years.\n\n     5.8  Each loan shall be made in an amount of no less than $1,000.\n\n     5.9  A borrower is permitted to have only two loans existing under this\nPlan at any one time.\n\n\n\n\n                                    62\n\n\n     5.10 The entire unpaid principal sum and accrued interest shall, at the\noption  of the Plan Administrator, become due and payable if (a) a borrower\nfails  to make any loan payment when due (including the expiration  of  any\napplicable  grace  period),  (b)  a borrower  ceases  to  be  a  \"party  in\ninterest\",  as defined in ERISA Section 3(14), (c) the vested Account  held\nas  security  under  the Plan for the borrower will,  as  a  result  of  an\nimpending distribution or withdrawal, be reduced to an amount less than the\namount of all unpaid principal and accrued interest then outstanding  under\nthe  loan, or (d) a borrower makes any untrue representations or warranties\nin  connection  with the obtaining of the loan.  In that  event,  the  Plan\nAdministrator  may take such steps as it deems necessary  to  preserve  the\nassets  of  the  Plan, including, but not limited to,  the  following:  (1)\ndirect  the  Trustee to deduct the unpaid principal sum, accrued  interest,\nand any other applicable charge under the note evidencing the loan from any\nbenefits  that  may  become payable out of the Plan to  the  borrower,  (2)\ndirect  the  Plan Sponsor to deduct and transfer to the Trustee the  unpaid\nprincipal balance, accrued interest, and any other applicable charge  under\nthe  note evidencing the loan from any amounts owed by the Plan Sponsor  to\nthe  borrower,  or (3) liquidate the security given by the borrower,  other\nthan  amounts  attributable to a Participant's Salary Deferral Contribution\nAccount, and deduct from the proceeds the unpaid principal balance, accrued\ninterest,  and  any other applicable charge under the note  evidencing  the\nloan.   If any part of the indebtedness under the note evidencing the  loan\nis  collected by law or through an attorney, the borrower shall  be  liable\nfor  attorneys' fees in an amount equal to ten percent of the  amount  then\ndue and all costs of collection.  Notwithstanding the foregoing, a loan may\nbe satisfied upon a Participant's termination of employment by distributing\nthe  note evidencing the debt as part of an Eligible Rollover Distribution;\nprovided,  however,  that the trustee, custodian or administrator  for  the\nEligible Retirement Plan indicates its willingness to accept such property.\n\n     5.11  Each loan shall be made only in accordance with regulations  and\nrulings  of the Internal Revenue Service and the Department of Labor.   The\nPlan  Administrator shall be authorized to administer the loan  program  of\nthis Section and shall act in his sole discretion to ascertain whether  the\nrequirements  of  such regulations and rulings and this Section  have  been\nmet.   Any  loan shall be funded from a Participant's Account  pursuant  to\nuniform procedures prescribed by the Plan Administrator.\n\n     5.12 Effective September 1, 1999, Spousal consent for a loan shall  be\nobtained if, at the time any portion of the Participant's Account is to  be\nused  as security for any such loan, the Participant has elected an annuity\nform  of  payment under Appendix D.  Notwithstanding the foregoing, spousal\nconsent  need not be obtained if, at the time the Participant's Account  is\nused  as security for any such loan, the Participant's Account has a  value\nof $5,000 or less.\n\n                                 SECTION 6\n                          IN-SERVICE WITHDRAWALS\n\n     6.1  Hardship Distributions.\n          \n          (a)    The  Trustee  shall,  upon  the  direction  of  the   Plan\n     Administrator,  withdraw all or a portion of  a  Participant's  Salary\n     Deferral Contribution Account consisting of Deferral Amounts (but  not\n     earnings thereon credited after December 31, 1988) plus, to the extent\n\n                                   63\n\n     applicable,  that  portion  of the Employer Contribution  Account  (as\n     described  in Appendix D) attributable to Thrift Plan (as  defined  in\n     Appendix  D)  participation and that portion of the  Rollover  Account\n     attributable  to  Thrift Plan participation prior  to  the  time  such\n     account(s)  are otherwise distributable in accordance with  the  other\n     provisions  of  the Plan; provided, however, that any such  withdrawal\n     shall  be made only if the Participant is an Employee and demonstrates\n     that  he  is  suffering  from \"hardship\" as  determined  herein.   For\n     purposes of this Section, a withdrawal will be deemed to be an account\n     of hardship if the withdrawal is on account of:\n\n               (1)   expenses for medical care described in Section  213(d)\n          of  the  Code  incurred by the Participant, his  spouse,  or  any\n          dependents of the Participant (as defined in Section 152  of  the\n          Code)  or  necessary  for these persons to  obtain  medical  care\n          described in Code Section 213(d);\n               \n               (2)   purchase (excluding mortgage payments) of a  principal\n          residence for the Participant;\n               \n               (3)  payment of tuition and related educational fees for the\n          next  twelve  (12)  months of post-secondary  education  for  the\n          Participant, his spouse, children, or dependents;\n               \n               (4)   the  need  to prevent the eviction of the  Participant\n          from  his  principal residence or foreclosure on the mortgage  of\n          the Participant's principal residence; or\n          \n               (5)   any  other  contingency  determined  by  the  Internal\n          Revenue  Service to constitute an \"immediate and heavy  financial\n          need\" within the meaning of Treasury Regulations Section 1.401(k)-\n          l(d).\n          (b)   In  addition  to the requirements set forth  in  Subsection\n     6.1(a) above, any withdrawal pursuant to Section 6.1 shall not  be  in\n     excess  of  the amount necessary to satisfy the need determined  under\n     Section  6.1  and  shall also be subject to the requirements  of  this\n     Subsection (b).\n     \n               (1)   The  Participant shall first obtain  all  withdrawals,\n          other   than  hardship  withdrawals,  and  all  nontaxable  loans\n          currently  available  under  all plans  maintained  by  the  Plan\n          Sponsor;\n\n               (2)  the Plan Sponsor shall not permit Elective Deferrals or\n          after-tax  employee contributions to be made to the Plan  or  any\n          other plan maintained by the Plan Sponsor, for a period of twelve\n          (12)   months  after  the  Participant  receives  the  withdrawal\n          pursuant to this Section; and\n\n               (3)  the Plan Sponsor shall not permit Elective Deferrals to\n          be  made  to  the Plan or any other plan maintained by  the  Plan\n          Sponsor  for the Participant's taxable year immediately following\n          the  taxable  year of the hardship withdrawal in  excess  of  the\n          limit under Section 3.1 (b) for the taxable year, less the amount\n          of  the  Elective Deferrals made to the Plan or  any  other  plan\n          maintained by the Plan Sponsor for the taxable year in which  the\n          withdrawal under this Section occurs.\n\n                                   64     \n\n\n     Any  determination of the existence of hardship and the amount  to  be\n     withdrawn  on  account thereof shall be made by the Plan Administrator\n     (or  such  other person as may be required to make such decisions)  in\n     accordance  with  the  foregoing rules as applied  in  a  uniform  and\n     nondiscriminatory  manner;  provided  that,  unless  the   Participant\n     requests  otherwise,  any  such withdrawal shall  include  the  amount\n     necessary  to  pay  any  federal, state and  local  income  taxes  and\n     penalties reasonably anticipated to result from the withdrawal.\n     \n          (c)   Any  hardship withdrawal amounts originally credited  to  a\n     Participant under the Culinary Plan (as defined in Appendix D) or  the\n     Prior Retirement Account (as described in Appendix D) under the Hudson\n     Plan  (as  defined in Appendix D) will be distributed  only  with  the\n     consent of the Participant's spouse.\n\n     6.2  Age 59 1\/2.   Effective April 1, 1998, a Member who has attained  at\nleast age 59 1\/2 may elect to receive a distribution of all or any portion  of\nhis Account; provided, however, any such amounts to be withdrawn originally\ncredited  to a Participant under the Culinary Plan or the Prior  Retirement\nAccount under the Hudson Plan will be distributed only with the consent  of\nthe Participant's spouse.\n\n     6.3   After-Tax  and Rollover Amounts.   Effective April  1,  1998,  a\nMember  may  elect to receive a distribution of all or any portion  of  his\nAfter-Tax Contribution Account or Rollover Account; provided, however,  any\nsuch amounts to be withdrawn originally credited to a Participant under the\nCulinary Plan or the Prior Retirement Account under the Hudson Plan will be\ndistributed only with the consent of the Participant's spouse.\n\n     6.4   Disability.   A Member who becomes subject to a  Disability  may\nelect  to  receive  a distribution of all or any portion  of  his  Account;\nprovided, however, any such amounts to be withdrawn originally credited  to\na Participant under the Culinary Plan or the Prior Retirement Account under\nthe  Hudson  Plan  will  be  distributed  only  with  the  consent  of  the\nParticipant's spouse.\n     \n     6.5  Corporate Transactions.  Elective Deferrals may be withdrawn by a\nParticipant  in  any one of the following events:  (a) the  sale  or  other\ndisposition by a corporation of at least eighty-five percent (85%)  of  all\nof the assets of the trade or business of the Plan Sponsor; (b) the sale or\nother  disposition by a corporation of its interests in a subsidiary to  an\nunrelated  entity but only with respect to a Participant who  continues  in\nthe  employ  of the subsidiary; or (c) the termination of the Plan  without\nthe  establishment or maintenance of a successor defined contribution  plan\nwithin  one year of the Plan termination date; all as contemplated by  Code\nSection 401(k)(10).\n\n     6.6  General In-Service Distribution Rules.  Any withdrawal under this\nSection shall be made in a lump sum  and all such withdrawals shall be made\nonly   in   accordance   with  such  other  rules,  policies,   procedures,\nrestrictions and conditions as the Plan Administrator may from time to time\nadopt.\n\n\n\n\n\n                                    65\n\n                                 SECTION 7\n             PAYMENT OF BENEFITS ON TERMINATION OF EMPLOYMENT\n\n     7.1  (a)  In the event of Termination of Employment, a Participant whose\nvested  Account exceeds $5,000, effective April 1, 1998, may  request  that\npayment  of his vested Account be made.  Payment of a Participant's Account\nshall be in the form elected by such Participant under Section 7.1(b).  All\npayments  will  be made (or commence) as soon as administratively  feasible\nfollowing  a  Participant's request.  No distribution of the  Participant's\nAccount will be made without his request prior to the first to occur of the\nfollowing:  (1) April 1 of the calendar year following the calendar year in\nwhich  the  Participant  attains age 70 1\/2, or  (2)  becoming  subject  to  a\nDisability.\n\n          (b)  Payment of a Participant's Account may be made in the form of:\n\n    (1)  a lump sum payment in cash of the entire Account, except in kind to\n    the extent of amounts allocated to the Stock Match Account;\n               \n    (2)  payment in annual installments over a period to be determined by the\n     Participant or his Beneficiary but not to exceed the life expectancy of the\n     Participant or the joint lives of the Participant and his Beneficiary; or\n               \n               (3)  any combination of the foregoing.\n          \n          In   addition,  to  the  extent  applicable,  a  Participant   or\n          Beneficiary may elect such additional forms of distribution  with\n          respect to certain portions of the Participant's Account  in  the\n          manner, and to the extent, provided in Appendix D.\n          \n (c)  In the event of Termination of Employment, a Participant whose vested\n  Account is $5,000, effective April 1, 1998, or less shall be paid in a lump\n  sum  payment  in cash as soon as administratively feasible  after  the\n  Participant's Termination of Employment.\n\n (d)  If a Participant who has a Termination of Employment has not\n previously received a distribution of his Account under Subsection (a) or\n (b), payment of his Account will be made (or commence) in any event as of\n April 1 of the calendar year following the calendar year in which  the\n Participant attains age 70 1\/2 or the date the Participant becomes subject to\n a Disability, whichever is the first to occur.\n\n     7.2  A Participant shall be fully vested in all portions of his Account at\nall times.\n\n     7.3   If  a Plan amendment directly or indirectly changes the  vesting\nschedule,  the  vesting  percentage for each  Participant  in  his  Account\naccumulated to the date when the amendment is adopted shall not be  reduced\nas  a  result of the amendment.  In addition, any Participant with at least\nthree  (3)  years of vesting service may irrevocably elect to remain  under\nthe  pre-amendment  vesting schedule with respect to all  of  his  benefits\naccrued both before and after the amendment.\n\n     7.4  If a Participant has a Termination of Employment and is subsequently\nreemployed  by  a  Plan  Sponsor  or an  Affiliate  prior  to  receiving  a\ndistribution of his Account under the Plan, such Participant shall  not  be\nentitled to a distribution under this Section while he is an Employee.\n\n                                   66\n\n\n     7.5   If a Participant has a Termination of Employment which is not  a\ndistributable event as provided under Code Section 401(k)(10)(A), the  Plan\nSponsor  is  not required to distribute such Participant's Account  to  the\nParticipant prior to the time for distribution as otherwise provided  under\nthe Plan.\n\n                                 SECTION 8\n                     PAYMENT OF BENEFITS ON RETIREMENT\n\n     8.1   A  retired  Participant whose Account exceeds $5,000,  effective\nApril  1, 1998, shall be paid (or payment shall commence), with the consent\nof  the  Participant,  as soon as administratively feasible  following  the\nParticipant's  Retirement Date.  If a Participant who has retired  has  not\npreviously  received  a  distribution of his Account  under  this  Section,\npayment of his Account will be made (or commence) in any event as of  April\n1 of the calendar year following the calendar year in which the Participant\nattains  age  70 1\/2  or  the  date  the  Participant  becomes  subject  to a\nDisability, whichever is the first to occur\n\n     8.2  Payment of a Participant's Account pursuant to this Section 8 may\nbe  made in one of the forms as described in Section 7.1(b) elected by such\nParticipant.\n\n     8.3  A retired Participant whose Account is $5,000, effective April 1,\n1998,   or  less  shall  be  paid  in  a  lump  sum  payment  as  soon   as\nadministratively  feasible  following the date the  Participant  attains  a\nRetirement Date.\n\n                                 SECTION 9\n                              DEATH BENEFITS\n\n     If  a  Participant dies before receiving a distribution of his  vested\nAccount, his Beneficiary shall receive the Participant's vested Account  in\nany   one   of   the  forms  described  in  Section  7.1(b)  as   soon   as\nadministratively feasible following the death of the Participant or, if the\nBeneficiary  so elects, at any later date permitted under Section  10.3(b).\nIf  a  Participant  dies after beginning to receive a distribution  of  his\nvested Account, his Beneficiary shall continue to receive the undistributed\nportion  of  his  vested Account in the form selected  by  the  Participant\nbefore his death, except as may be provided in Appendix D.\n\n\n                                SECTION 10\n                      GENERAL RULES ON DISTRIBUTIONS\n\n     10.1 Except for installment distributions, Accounts shall not be adjusted\nfor  earnings or losses incurred after the Valuation Date with  respect  to\nwhich  the  Account  is  valued for imminent  payout  purposes.   Prior  to\ndistribution  of  an Account, the Account shall be reduced  by  the  amount\nnecessary  to satisfy the unpaid principal, accrued interest and  penalties\non any loan made to the Participant.\n\n     10.2 Notwithstanding any provisions of the Plan to the contrary that would\notherwise  limit  a  Distributee's  election  under  this  Section  10,   a\nDistributee may elect, at the time and in the manner prescribed by the Plan\nAdministrator,  to  have  any portion of a distribution  pursuant  to  this\n\n                                    67\n\n\nSection  which  is an Eligible Rollover Distribution paid  directly  to  an\nEligible  Retirement Plan specified by the Distributee in a Direct Rollover\nso  long  as  all  Eligible Rollover Distributions to a Distributee  for  a\ncalendar year total or are expected to total at least $200 and, in the case\nof  a  Distributee who elects to directly receive a portion of an  Eligible\nRollover  Distribution and directly roll the balance over  to  an  Eligible\nRetirement Plan, the portion that is to be directly rolled over  totals  at\nleast  $500.   If the Eligible Rollover Distribution is one to  which  Code\nSections   401(a)(11)  and  417  do  not  apply,  such  Eligible   Rollover\nDistribution  may  commence less than thirty (30)  days  after  the  notice\nrequired  under  Treasury  Regulations  section  1.411(a)-11(c)  is  given,\nprovided that:\n\n     (a)  the Plan Administrator clearly informs the Distributee that the\n     Distributee has a right to a period of at least thirty (30) days after\n     receiving the notice to consider the decision of whether or not to elect a\n     distribution (and, if applicable, a particular distribution option), and\n          \n     (b)  the Distributee, after receiving the notice, affirmatively elects a\n     distribution.\n\n     10.3 Notwithstanding any other provisions of the Plan,\n\n     (a)  Prior to the death of a Participant, all retirement payments hereunder\n     shall\n\n     (1)  be distributed to the Participant not later than the required\n          beginning date (as defined below) or,\n               \n     (2)  be distributed, commencing not later than the required beginning date\n          (as defined below) -\n\n       (A)  in accordance with regulations prescribed by the Secretary of the\n            Treasury, over the life of the Participant or over the lives of the\n            Participant and his designated individual Beneficiary, if any, or\n                    \n       (B)  in accordance with regulations prescribed by the Secretary of the\n            Treasury, over a period not extending beyond the life expectancy of\n            the Participant or the joint life and last survivor expectancy of\n            the Participant and his designated individual Beneficiary, if any.\n\n          (b)  (1)  If -\n    (A)  the distribution of a Participant's retirement payments have begun in\n         accordance with Subsection (a)(2) of this Section, and\n                    \n    (B)  the Participant dies before his entire vested Account has been\n         distributed to him,\n\n          then  the  remaining  portion  of his  vested  Account  shall  be\n          distributed  at  least  as  rapidly  as  under  the   method   of\n          distribution  being used under Subsection (a)(2) of this  Section\n          as of the date of his death.\n\n      (2)  If a Participant dies before the commencement of retirement payments\n      hereunder, the entire interest of the Participant shall be distributed\n      within five (5) years after his death.\n\n                                      68  \n\n\n      (3)  If -\n                    (A)   any portion of a Participant's vested Account  is\n               payable   to   or  for  the  benefit  of  the  Participant's\n               designated individual Beneficiary, if any,\n\n                    (B)   that  portion is to be distributed, in accordance\n               with   regulations  prescribed  by  the  Secretary  of   the\n               Treasury,   over  the  life  of  the  designated  individual\n               Beneficiary or over a period not extending beyond  the  life\n               expectancy of the designated individual Beneficiary, and\n\n                    (C)   the  distributions begin not later than  one  (1)\n               year after the date of the Participant's death or such later\n               date  as  the  Secretary of the Treasury may by  regulations\n               prescribe,\n\n          then,  for purposes of Paragraph (2) of this Subsection (b),  the\n          portion  referred  to in Subparagraph (A) of this  Paragraph  (3)\n          shall  be  treated  as  distributed on  the  date  on  which  the\n          distributions to the designated individual Beneficiary begin.\n\n    (4)  If the designated individual Beneficiary referred to in Paragraph\n    (3)(A) of this Subsection (b) is the surviving spouse of the Participant,\n         then -\n                    (A)   the  date on which the distributions are required\n               to begin under Paragraph (3)(C) of this Subsection (b) shall\n               not  be earlier than the date on which the Participant would\n               have attained age 65, and\n\n                    (B)    if   the   surviving  spouse  dies  before   the\n               distributions  to  such spouse begin,  this  Subsection  (b)\n               shall  be  applied  as  if  the surviving  spouse  were  the\n               Participant.\n\n(c)  For purposes of this Section, the term \"required beginning date\" means\n     April 1 of the calendar year following the later of the calendar year in\n     which the Participant attains age 70 1\/2 or the calendar year in which the\n     Participant retires, except that in the case of a person described  in\n     Section  l(b)(3) of Appendix B the \"required beginning date\" shall  be\n     April 1 of the calendar year following the calendar year in which  the\n     Participant attains age 70 1\/2.  Notwithstanding the foregoing, with\n     respect to  a  Participant who attains age 70 1\/2 prior to January 1, 1999,\n     such Participant may elect to receive minimum required distributions as\n     a form of distribution under the withdrawal provisions of Section 6.2.\n\n(d)  Distributions will be made in accordance with the regulations under\n     Code  Section 401(a)(9), including the minimum distribution incidental\n     benefit requirement of Treas. Reg. Section 1.401(a)(9)-2.\n\n                                SECTION 11\n                        ADMINISTRATION OF THE PLAN\n\n     11.1 Trust Agreement.  The Primary Sponsor shall establish a Trust with the\nTrustee  designated  by the Board of Directors for the  management  of  the\nFund,  which Trust shall form a part of the Plan and is incorporated herein\nby reference.\n\n                                    69\n\n\n     11.2  Operation of the Plan Administrator.  The Primary Sponsor  shall\nappoint a Plan Administrator.  If an organization is appointed to serve  as\nthe  Plan  Administrator,  then  the Plan Administrator  may  designate  in\nwriting   one  or  more  persons  who  may  act  on  behalf  of  the   Plan\nAdministrator.   If more than one person is so designated with  respect  to\nthe  same  administrative  function,  a  majority  of  such  persons  shall\nconstitute a quorum for the transaction of business and shall have the full\npower  to  act  on  behalf of the Plan Administrator.  The Primary  Sponsor\nshall have the right to remove the Plan Administrator at any time by notice\nin  writing.   The  Plan Administrator may resign at any  time  by  written\nnotice of resignation to the Trustee and the Primary Sponsor.  Upon removal\nor  resignation  of  the  Plan  Administrator,  or  in  the  event  of  the\ndissolution of the Plan Administrator, the Primary Sponsor shall appoint  a\nsuccessor.   An organization serving as Plan Administrator shall  have  the\nright  to  remove  any  person designated to act  on  behalf  of  the  Plan\nAdministrator  at  any time by notice in writing.  Any  such  designee  may\nresign  at  any  time  by  written  notice  of  resignation  to  the   Plan\nAdministrator.  Upon removal or resignation of any such designee, the  Plan\nAdministrator may appoint a successor.\n\n     11.3 Fiduciary Responsibility.\n\n     (a)  The Plan Administrator, as a Named Fiduciary, may allocate its\n     fiduciary  responsibilities among Fiduciaries other than the  Trustee,\n     designated  in writing by the Plan Administrator and may designate  in\n     writing  persons  other than the Trustee to carry  out  its  fiduciary\n     responsibilities under the Plan.  The Plan Administrator may remove any\n     person designated to carry out its fiduciary responsibilities under the\n     Plan by notice in writing to such person.\n          \n     (b)  The Plan Administrator and each other Fiduciary may employ persons to\n     perform services and to render advice with regard to any of the Fiduciary's\n     responsibilities under the Plan.  Charges for all such services performed\n     and advice rendered may be paid by the Fund to the extent permitted by\n     ERISA.\n          \n     (c)  Each Plan Sponsor shall indemnify and hold harmless each person\n     constituting the Plan Administrator or the Investment Committee, except\n     those individuals who are not a Plan Sponsor or an employee of a  Plan\n     Sponsor,  if any, from and against any and all claims, losses,  costs,\n     expenses (including, without limitation, attorney's fees and court costs),\n     damages, actions or causes of action arising from, on account of or in\n     connection with the performance by such person of his duties  in  such\n     capacity, other than such of the foregoing arising from, on account of or\n     in  connection with the willful neglect or willful misconduct of  such\n     person.\n\n     11.4 Duties of the Plan Administrator.\n\n     (a)  The Plan Administrator shall advise the Trustee with respect to all\n     payments  under the terms of the Plan and shall direct the Trustee  in\n     writing to make such payments from the Fund; provided, however, in no event\n     shall the Trustee be required to make such payments if the Trustee has\n     actual knowledge that such payments are contrary to the terms of the Plan\n     and the Trust.\n\n\n                                    70\n\n          \n     (b)  The Plan Administrator shall from time to time establish rules, not\n     contrary  to  the  provisions  of the Plan  and  the  Trust,  for  the\n     administration of the Plan and the transaction of its  business.   All\n     elections and designations under the Plan by a Participant or Beneficiary\n     shall be made on forms prescribed by the Plan Administrator.  The Plan\n     Administrator shall have discretionary authority to construe the terms of\n     the Plan and shall determine all questions arising in the administration,\n     interpretation and application of the Plan, including, but not limited to,\n     those concerning eligibility for benefits and it shall not act so as to\n     discriminate in favor of any person.  All determinations of  the  Plan\n     Administrator  shall  be  conclusive and  binding  on  all  Employees,\n     Participants, Beneficiaries and Fiduciaries, subject to the provisions of\n     the Plan and the Trust and subject to applicable law.\n\n     (c)  The Plan Administrator shall furnish Participants and Beneficiaries\n     with all disclosures now or hereafter required by ERISA or the Code.  The\n     Plan  Administrator shall file, as required, the various  reports  and\n     disclosures concerning the Plan and its operations as required by ERISA and\n     by  the  Code,  and  shall be solely responsible for establishing  and\n     maintaining all records of the Plan and the Trust.\n\n     (d)  The statement of specific duties for a Plan Administrator in this\n     Section is not in derogation of any other duties which a Plan Administrator\n     has under the provisions of the Plan or the Trust or under applicable law.\n\n     11.5 Investment Manager.  The Primary Sponsor may, by action in writing\ncertified  by  notice to the Trustee, appoint an Investment  Manager.   Any\nInvestment  Manager may be removed in the same manner in  which  appointed,\nand  in the event of any removal, the Investment Manager shall, as soon  as\npossible,  but  in  no  event more than thirty (30) days  after  notice  of\nremoval,  turn  over  all assets managed by it to the  Trustee  or  to  any\nsuccessor Investment Manager appointed, and shall make a full accounting to\nthe  Primary  Sponsor with respect to all assets managed by  it  since  its\nappointment as an Investment Manager.\n\n     11.6 Investment Committee.  The Primary Sponsor may, by action in writing\ncertified  by notice to the Trustee, appoint an Investment Committee.   The\nPrimary Sponsor shall have the right to remove any person on the Investment\nCommittee at any time by notice in writing to such person.  A person on the\nInvestment  Committee  may  resign  at  any  time  by  written  notice   of\nresignation  to the Primary Sponsor.  Upon such removal or resignation,  or\nin  the  event  of the death of a person on the Investment  Committee,  the\nPrimary  Sponsor  may  appoint a successor.  Until  a  successor  has  been\nappointed,  the remaining persons on the Investment Committee may  continue\nto act as the Investment Committee.\n\n     11.7 Action by a Plan Sponsor.  Any action to be taken by a Plan Sponsor\nshall be taken by resolution or written direction duly adopted by its board\nof  directors or appropriate governing body, as the case may be;  provided,\nhowever,  that  by  such  resolution or written  direction,  the  board  of\ndirectors  or appropriate governing body, as the case may be, may  delegate\nto  any officer or other appropriate person of a Plan Sponsor the authority\nto  take any such actions as may be specified in such resolution or written\ndirection, other than the power to amend, modify or terminate the  Plan  or\nthe Trust or to determine the basis of any Plan Sponsor contributions.\n\n\n                                   71\n\n\n                                SECTION 12\n                          CLAIM REVIEW PROCEDURE\n\n     12.1 If a Participant or Beneficiary is denied a claim for benefits under a\nPlan,  the Plan Administrator shall provide to the claimant written  notice\nof the denial within ninety (90) days after the Plan Administrator receives\nthe  claim, unless special circumstances require an extension of  time  for\nprocessing  the  claim.   If such an extension of time  for  processing  is\nrequired,  written  notice  of the extension  shall  be  furnished  to  the\nclaimant  prior to the termination of the initial ninety (90)  day  period.\nIn  no  event shall the extension exceed a period of ninety (90) days  from\nthe  end  of such initial period.  The extension notice shall indicate  the\nspecial circumstances requiring an extension of time and the date by  which\nthe Plan Administrator expects to render the final decision.\n\n     12.2 If the claimant is denied a claim for benefits, the Plan Administrator\nshall  provide,  within  the time frame set forth  in  Plan  Section  12.1,\nwritten notice of the denial which shall set forth:\n\n    (a)  the specific reasons for the denial;\n          \n    (b)  specific references to the pertinent provisions of the Plan on which\n    the denial is based;\n          \n    (c)  a description of any additional material or information necessary for\n    the claimant to perfect the claim and an explanation of why the material or\n    information is necessary; and\n          \n    (d)  an explanation of the Plan's claim review procedure.\n          \n     12.3 After receiving written notice of the denial of a claim or that a\ndomestic  relations  order  is  a qualified  domestic  relations  order,  a\nclaimant or his representative may:\n\n      (a)  request a full and fair review of the denial or determination that a\n     domestic relations order is a qualified domestic relations order by written\n     application to the Plan Administrator;\n          \n      (b)  review pertinent documents; and\n          \n      (c)  submit issues and comments in writing to the Plan Administrator.\n\n     12.4 If the claimant wishes a review of the decision denying his claim to\nbenefits under the Plan or if a claimant wishes to appeal a decision that a\ndomestic  relations  order  is a qualified domestic  relations  order,  the\nclaimant  must  deliver the written application to the  Plan  Administrator\nwithin  sixty  (60) days after receiving written notice of  the  denial  or\nnotice  that the domestic relations order is a qualified domestic relations\norder.   Delivery shall be considered effected only upon actual receipt  by\nthe Plan Administrator.\n\n     12.5  Upon  receiving  the written application for  review,  the  Plan\nAdministrator  may  schedule  a  hearing  for  purposes  of  reviewing  the\nclaimant's claim, which hearing shall take place not more than thirty  (30)\ndays  from  the date on which the Plan Administrator received  the  written\napplication for review.\n\n                                    72\n\n\n     12.6 At least ten (10) days prior to the scheduled hearing, the claimant\nand  his representative designated in writing by him, if any, shall receive\nwritten notice of the date, time, and place of the scheduled hearing.   The\nclaimant  or his representative may request that the hearing be rescheduled\nfor  his  convenience on another reasonable date or at  another  reasonable\ntime or place.\n\n     12.7 All claimants requesting a review of the decision denying their claim\nfor benefits may employ counsel for purposes of the hearing.\n\n     12.8 No later than sixty (60) days following the receipt of the written\napplication for review, the Plan Administrator shall submit its decision on\nthe  review  in writing to the claimant involved and to his representative,\nif any; provided, however, a decision on the written application for review\nmay  be  extended, in the event special circumstances such as the  need  to\nhold  a  hearing require an extension of time, to a day no later  than  one\nhundred  twenty  (120)  days  after the date  of  receipt  of  the  written\napplication  for review.  The decision shall include specific  reasons  for\nthe  decision  and specific references to the pertinent provisions  of  the\nPlan on which the decision is based.\n\n                                SECTION 13\n              INCOMPETENT DISTRIBUTEE AND UNCLAIMED PAYMENTS\n\n     13.1 No benefit which shall be payable under the Plan to any person shall\nbe  subject  in  any  manner to anticipation, alienation,  sale,  transfer,\nassignment,  pledge, encumbrance or charge, and any attempt to  anticipate,\nalienate, sell, transfer, assign, pledge, encumber or charge the same shall\nbe  void; and no such benefit shall in any manner be liable for, or subject\nto,  the debts, contracts, liabilities, engagements or torts of any person,\nnor  shall  it be subject to attachment or legal process for,  or  against,\nsuch person, and the same shall not be recognized under the Plan, except to\nsuch  extent  as may be required by law.  Notwithstanding the  above,  this\nSection  shall  not  apply to a \"qualified domestic  relations  order\"  (as\ndefined in Code Section 414(p)), and benefits may be paid pursuant  to  the\nprovisions  of  such  an  order.   The  Plan  Administrator  shall  develop\nprocedures (in accordance with applicable federal regulations) to determine\nwhether a domestic relations order is qualified, and, if so, the method and\nthe procedures for complying therewith.  In addition, a distribution to  an\n\"alternate payee\" (as defined in Code Section 414(p)) shall be permitted if\nsuch  distribution is authorized by a qualified domestic  relations  order,\neven if the affected Participant has not yet separated from service and has\nnot  yet  reached the \"earliest retirement age\" (as defined in Code Section\n414(p)).\n\n     13.2 Notwithstanding any other provision of the Plan, effective August 5,\n1997,  the  benefit of a Participant shall be subject to legal process  and\nmay  be  assigned,  alienated or attached pursuant to a court  judgment  or\nsettlement provided:\n     (a)  such Participant is ordered or required to pay the Plan in accordance\n     with the following:\n          \n   (1)  a judgment or conviction for a crime involving the Plan;\n               \n   (2)  a civil judgment entered by a court in an action brought in connection\n   with a violation of part 4 of subtitle B of Title I of ERISA; or\n\n                                    73\n\n               \n   (3)  a settlement agreement between such Participant and the Secretary of\n   Labor, in connection with a violation (or alleged violation) of part 4 of\n   subtitle B of Title I of ERISA by a fiduciary or any other person; and\n               \n     (b)  the judgment, order, decree, or settlement agreement shall expressly\n     provide for the offset of all or part of the amount ordered or required to\n     be paid to the Plan against such Participant's benefits under the Plan.\n\n     13.3 If any person who shall be entitled to any benefit under the Plan\nshall  become  bankrupt  or  shall attempt to anticipate,  alienate,  sell,\ntransfer,  assign, pledge, encumber or charge such benefit under the  Plan,\nthen  the  payment  of  any  such benefit in the  event  a  Participant  or\nBeneficiary  is entitled to payment shall, in the discretion  of  the  Plan\nAdministrator, cease and terminate and in that event the Trustee shall hold\nor  apply  the  same for the benefit of such person, his spouse,  children,\nother  dependents or any of them in such manner and in such  proportion  as\nthe Plan Administrator shall determine.\n\n     13.4 Whenever any benefit which shall be payable under the Plan is to be\npaid  to or for the benefit of any person who is then a minor or determined\nto  be incompetent by qualified medical advice, the Plan Administrator need\nnot  require  the  appointment of a guardian or  custodian,  but  shall  be\nauthorized  to cause the same to be paid over to the person having  custody\nof such minor or incompetent, or to cause the same to be paid to such minor\nor  incompetent without the intervention of a guardian or custodian, or  to\ncause the same to be paid to a legal guardian or custodian of such minor or\nincompetent if one has been appointed or to cause the same to be  used  for\nthe benefit of such minor or incompetent.\n\n     13.5 If the Plan Administrator cannot ascertain the whereabouts of any\nParticipant to whom a payment is due under the Plan, the Plan Administrator\nmay direct that the payment and all remaining payments otherwise due to the\nParticipant be cancelled on the records of the Plan and the amount  thereof\napplied as a forfeiture in accordance with Section 3.5, except that, in the\nevent  the  Participant  later  notifies  the  Plan  Administrator  of  his\nwhereabouts  and  requests the payments due to  him  under  the  Plan,  the\nforfeited amount shall be restored either from Trust income or by a special\ncontribution  by the Plan Sponsor to the Plan, as determined  by  the  Plan\nAdministrator,  in  an  amount equal to the  payment  to  be  paid  to  the\nParticipant.\n\n                                SECTION 14\n                       PROHIBITION AGAINST DIVERSION\n\n     At  no  time  shall any part of the Fund be used for  or  diverted  to\npurposes  other  than  the exclusive benefit of the Participants  or  their\nBeneficiaries,  subject,  however,  to  the  payment  of  all   taxes   and\nadministrative  expenses and subject to the provisions  of  the  Plan  with\nrespect   to   returns  of  contributions.   Expenses   incurred   in   the\nadministration  of  the Plan shall be paid from the Trust,  to  the  extent\npermitted  by  ERISA,  unless such expenses are paid  by  a  Plan  Sponsor;\nprovided,  further, that a Plan Sponsor may be reimbursed by the  Fund,  to\nthe  extent  permitted by ERISA, for Plan expenses originally paid  by  the\nPlan Sponsor.\n\n\n\n                                    74\n\n                                SECTION 15\n                           LIMITATION OF RIGHTS\n\n     Participation  in the Plan shall not give any Employee  any  right  or\nclaim except to the extent that such right is specifically fixed under  the\nterms  of  the Plan.  The adoption of the Plan and the Trust  by  any  Plan\nSponsor shall not be construed to give any Employee a right to be continued\nin  the employ of a Plan Sponsor or as interfering with the right of a Plan\nSponsor to terminate the employment of any Employee at any time.\n\n                                SECTION 16\n                    AMENDMENT TO OR TERMINATION OF THE\n                            PLAN AND THE TRUST\n\n     16.1 The Primary Sponsor reserves the right at any time to modify or amend\nor  terminate the Plan or the Trust in whole or in part; provided, however,\nthat the Primary Sponsor shall have no power to modify or amend the Plan in\nsuch manner as would cause or permit any portion of the funds held under  a\nPlan  to be used for, or diverted to, purposes other than for the exclusive\nbenefit of Participants or their Beneficiaries, or as would cause or permit\nany  portion of a fund held under the Plan to become the property of a Plan\nSponsor;  and  provided  further, that the duties  or  liabilities  of  the\nTrustee  shall  not  be  increased without its written  consent.   No  such\nmodifications or amendments shall have the effect of retroactively changing\nor  depriving Participants or Beneficiaries of rights already accrued under\nthe  Plan.  No Plan Sponsor other than the Primary Sponsor shall  have  the\nright   to   so  modify,  amend  or  terminate  the  Plan  or  the   Trust.\nNotwithstanding  the  foregoing, each Plan Sponsor may  terminate  its  own\nparticipation in the Plan and Trust pursuant to the Plan.\n\n     16.2 Each Plan Sponsor other than the Primary Sponsor shall have the right\nto  terminate its participation in the Plan and Trust by resolution of  its\nboard  of  directors  or other appropriate governing  body  and  notice  in\nwriting  to  the  Primary Sponsor and the Trustee unless  such  termination\nwould  result  in the disqualification of the Plan or the  Trust  or  would\nadversely affect the exempt status of the Plan or the Trust as to any other\nPlan  Sponsor.   If  contributions by or on behalf of a  Plan  Sponsor  are\ncompletely terminated, the Plan and Trust shall be deemed terminated as  to\nsuch  Plan  Sponsor.  Any termination by a Plan Sponsor,  shall  not  be  a\ntermination as to any other Plan Sponsor.  The Primary Sponsor may, in  its\nabsolute discretion, terminate the participation of any other Plan  Sponsor\nat any time.\n\n     16.3  (a)   If  the Plan is terminated by the Primary  Sponsor  or  if\n     contributions to the Trust should be permanently discontinued, it shall\n     terminate as to all Plan Sponsors and the Fund shall be used, subject to\n     the payment of expenses and taxes, for the benefit of Participants and\n     Beneficiaries, and for no other purposes, and the Account of each affected\n     Participant shall be fully vested and nonforfeitable, notwithstanding the\n     provisions  of  the Section of the Plan which sets forth  the  vesting\n     schedule.\n\n          (b)   In  the event of the partial termination of the Plan,  each\n     affected   Participant's   Account   shall   be   fully   vested   and\n     nonforfeitable.\n\n\n\n                                    75\n\n\n     16.4 In the event of the termination of the Plan or the Trust with respect\nto  a  Plan Sponsor, the Accounts of the Participants with respect  to  the\nPlan  as  adopted by such Plan Sponsor shall be distributed  in  accordance\nwith  the  applicable distribution provisions of the Plan pursuant  to  the\ninstructions of the Plan Administrator; provided that the Trustee shall not\nbe  required  to  make  any distribution until it receives  a  copy  of  an\nInternal  Revenue  Service determination letter  to  the  effect  that  the\ntermination does not affect the qualified status of the Plan or the  exempt\nstatus of the Trust or, in the event that such letter is applied for and is\nnot  issued,  until  the  Trustee  is reasonably  satisfied  that  adequate\nprovision has been made for the payment of all taxes which may be  due  and\nowing by the Trust.\n\n     16.5 In the case of any merger or consolidation of the Plan with, or any\ntransfer  of  the  assets or liabilities of the Plan  to,  any  other  plan\nqualified under Code Section 401, the terms of the merger, consolidation or\ntransfer shall be such that each Participant would receive (in the event of\ntermination of the Plan or its successor immediately thereafter) a  benefit\nwhich is no less than the benefit which the Participant would have received\nin  the  event  of termination of the Plan immediately before  the  merger,\nconsolidation or transfer.\n\n     16.6 Notwithstanding any other provision of the Plan, an amendment to the\nPlan -\n    (a)  which eliminates or reduces an early retirement benefit, if any, or\n     which  eliminates or reduces a retirement-type subsidy (as defined  in\n     regulations issued by the Department of the Treasury), if any, or\n          \n    (b)  which eliminates an optional form of benefit\n\nshall  not  be effective with respect to benefits attributable  to  service\nbefore  the amendment is adopted.  In the case of a retirement-type subsidy\ndescribed in Subsection (a) above, this Section shall be applicable only to\na  Participant  who  satisfies, either before or after the  amendment,  the\npreamendment conditions for the subsidy.\n\n                                SECTION 17\n                      ADOPTION OF PLAN BY AFFILIATES\n\n     Any  corporation  or  other business entity  related  to  the  Primary\nSponsor  by  function or operation and any Affiliate, if  the  corporation,\nbusiness  entity  or Affiliate is authorized to do so by written  direction\nadopted by the Board of Directors, may adopt the Plan and the related Trust\nby  action of the board of directors or other appropriate governing body of\nsuch  corporation,  business entity or Affiliate.  Any  adoption  shall  be\nevidenced by certified copies of the resolutions of the foregoing board  of\ndirectors or governing body indicating the adoption and by the execution of\nthe  Trust  by  the adopting corporation, or business entity or  Affiliate.\nThe resolution shall state and define the effective date of the adoption of\nthe  Plan by the Plan Sponsor and, for the purpose of Code Section 415, the\n\"limitation year\" as to such Plan Sponsor.  Notwithstanding the  foregoing,\nhowever,  if  the  Plan  and  Trust as adopted by  an  Affiliate  or  other\ncorporation or business entity under the foregoing provisions shall fail to\nreceive the initial approval of the Internal Revenue Service as a qualified\nPlan and Trust under Code Sections 401(a) and 501(a), any contributions  by\nthe  Affiliate or other corporation or business entity after payment of all\n\n                                    76\n\n\nexpenses will be returned to such Plan Sponsor free of any trust,  and  the\nPlan  and  Trust  shall terminate, as to the adopting  Affiliate  or  other\ncorporation or business entity.\n\n                                SECTION 18\n                 QUALIFICATION AND RETURN OF CONTRIBUTIONS\n\n     18.1 If the Plan and the related Trust fail to receive the initial approval\nof  the  Internal Revenue Service as a qualified plan and trust within  one\n(1) year after the date of denial of qualification (a) the contribution  of\na  Plan  Sponsor after payment of all expenses will be returned to  a  Plan\nSponsor free of the Plan and Trust, (b) contributions made by a Participant\nshall  be returned to the Participant who made the contributions,  and  (c)\nthe Plan and Trust shall thereupon terminate.\n\n     18.2  All  Plan Sponsor contributions to the Plan are contingent  upon\ndeductibility.   To the extent permitted by the Code and  other  applicable\nlaws  and  regulations  thereunder,  upon  a  Plan  Sponsor's  request,   a\ncontribution  which was made by reason of a mistake of fact  or  which  was\nnondeductible under Code Section 404, shall be returned to a  Plan  Sponsor\nwithin  one  (1)  year  after  the payment  of  the  contribution,  or  the\ndisallowance  of  the  deduction (to the extent disallowed),  whichever  is\napplicable.\n\n     In  the  event of a contribution which was made by reason of a mistake\nof  fact or which was nondeductible, the amount to be returned to the  Plan\nSponsor shall be the excess of the contribution above the amount that would\nhave been contributed had the mistake of fact or the mistake in determining\nthe  deduction not occurred, less any net loss attributable to the  excess.\nAny net income attributable to the excess shall not be returned to the Plan\nSponsor.  No return of any portion of the excess shall be made to the  Plan\nSponsor if the return would cause the balance in a Participant's Account to\nbe  less than the balance would have been had the mistaken contribution not\nbeen made.\n\n                                SECTION 19\n               SECTION 16 OF SECURITIES EXCHANGE ACT OF 1934\n\n      Notwithstanding any other provision of this Plan, the  provisions  of\nthis  Plan  set  forth the formula or formulas that determine  the  amount,\nprice  or timing of awards to persons subject to the reporting requirements\nof  Section 16 of the Securities Exchange Act of 1934 (the \"Act\")  and  any\nother  provisions  of  the Plan of the type referred  to  in  Section  16b-\n3(c)(2)(ii)  of  the  Act shall not be amended more  than  once  every  six\nmonths, other than to comport with changes in the Code, ERISA or the  rules\nthereunder.  Further, to the extent required, the persons described in  the\npreceding  sentence  shall  be subject to such withdrawal,  investment  and\nother  restrictions necessary to satisfy Rule 16b-3 under  the  Act.   This\nSection 19 is intended to comply with Rule 16b-3 under the Act and shall be\neffective only to the extent required by such rule and shall be interpreted\nand administered in accordance with such rule.\n\n\n\n\n\n\n                                    77 \n\n                                SECTION 20\n                   INCORPORATION OF SPECIAL LIMITATIONS\n\n     Appendices  A,  B,  C  and  D  to  the  Plan,  attached  hereto,   are\nincorporated  by  reference and the provisions  of  the  same  shall  apply\nnotwithstanding anything to the contrary contained herein.\n\n     IN  WITNESS WHEREOF, the Primary Sponsor has caused this indenture  to\nbe executed as of the date first above written.\n\n                                TYSON FOODS, INC.\n\n\n                                By: \/s\/ Carl Johnson\n                                   ---------------------------   \n                                Title: Executive Vice President,\n\n                                       Administrative Services\n\nATTEST:\n\n\/s\/ R. Read Hudson\n------------------\nTitle: Secretary\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                    78\n\n                                APPENDIX A\n                         LIMITATION ON ALLOCATIONS\n\n\n                                 SECTION 1\n\n     The  \"annual addition\" for any Participant for any one limitation year\nmay not exceed the lesser of:\n\n          (a)   $30,000, as adjusted for changes in the cost of  living  as\n     provided in regulations issued by the Secretary of the Treasury; or\n\n          (b)  25% of the Participant's Annual Compensation.\n\n\n                                 SECTION 2\n\n     For  the  purposes of this Appendix A, the term \"annual addition\"  for\nany  Participant  means for any limitation year, the sum  of  certain  Plan\nSponsor,  Affiliate, and Participant contributions, forfeitures, and  other\namounts  as  determined  in  Code Section  415(c)(2)  in  effect  for  that\nlimitation year.\n\n                                 SECTION 3\n\n     Effective until December 31, 1999, in the event that a Plan Sponsor or\nan  Affiliate  maintains a defined benefit plan under which  a  Participant\nalso  participates, the sum of the defined benefit plan  fraction  and  the\ndefined  contribution  plan  fraction  for  any  limitation  year  for  any\nParticipant may not exceed 1.0.\n\n          (a)  The defined benefit plan fraction for any limitation year is a\n               fraction:\n\n    (1)  the numerator of which is the projected annual benefit of the\n    Participant under the defined benefit plan (determined as of the close of\n    such year); and\n               \n    (2)  the denominator of which is the lesser of\n\n          (A)  the product of 1.25, multiplied by the maximum annual benefit\n               allowable under Code Section 415(b)(1)(A), or\n                    \n          (B)  the product of\n                   \n           (i)  1.4, multiplied by\n                         \n          (ii) the maximum amount which may be taken into account under Section\n               415(b)(1)(B) of the Code with respect to the Participant under\n               the defined benefit plan for the limitation year (determined as\n               of the close of the limitation year).\n\n          (b)  The defined contribution plan fraction for any limitation year\n           is a fraction:\n\n               (1)   the  numerator of which is the sum of a  Participant's\n          annual additions as of the close of the year; and\n\n                                      79   \n\n               (2)   the  denominator of which is the sum of the lesser  of\n          the  following amounts determined for the year and for all  prior\n          limitation years during which the Participant was employed  by  a\n          Plan Sponsor or an Affiliate:\n\n                    (A)   the  product of 1.25, multiplied  by  the  dollar\n               limitation in effect under Code Section 415(c)(1)(A) for the\n               limitation  year  (determined  without  regard  to   Section\n               415(c)(6) of the Code); or\n\n                    (B)  the product of\n\n                         (i)  1.4, multiplied by\n\n                         (ii)  the  amount which may be taken into  account\n                    under   Code  Section  415(c)(1)(B)  (or  Code  Section\n                    415(c)(7),   if   applicable)  with  respect   to   the\n                    Participant for the limitation year.\n\n                                 SECTION 4\n\n     For purposes of this Appendix A, the term \"limitation year\" shall mean\na  Plan  Year  unless  a  Plan Sponsor elects, by  adoption  of  a  written\nresolution, to use any other twelve month period adopted in accordance with\nregulations issued by the Secretary of the Treasury.\n\n                                 SECTION 5\n\n     For  purposes  of  applying the limitations of this  Appendix  A,  all\ndefined contribution plans maintained or deemed to be maintained by a  Plan\nSponsor  shall be treated as one defined contribution plan, and all defined\nbenefit plans now or previously maintained or deemed to be maintained by  a\nPlan  Sponsor shall be treated as one defined benefit plan.  In  the  event\nany of the actions to be taken pursuant to Section 6 of this Appendix A  or\npursuant  to any language of similar import in another defined contribution\nplan  are  required to be taken as a result of the annual  additions  of  a\nParticipant  exceeding  the limitations set forth  in  Section  1  of  this\nAppendix  A,  because of the Participant's participation in more  than  one\ndefined contribution plan, the actions shall be taken first with regard  to\nthis Plan.\n\n                                 SECTION 6\n\n     In  the event that as a result of the allocation of forfeitures to the\nAccount   of   a   Participant,  a  reasonable  error  in  estimating   the\nParticipant's  Annual  Compensation or  other  similar  circumstances,  the\nannual  addition  allocated  to the Account of a  Participant  exceeds  the\nlimitations set forth in Section 1 of this Appendix A or in the event  that\nthe  aggregate contributions made on behalf of a Participant under  both  a\ndefined  benefit  plan  and a defined contribution  plan,  subject  to  the\nreduction  of allocations in other defined contribution plans  required  by\nSection  5 of this Appendix A, cause the aggregate limitation fraction  set\nforth  in  Section 3 of this Appendix A to be exceeded, effective April  1,\n1998, the Plan Administrator shall, in writing, direct the Trustee to  take\nsuch  of  the  following  actions  as the  Plan  Administrator  shall  deem\nappropriate, specifying in each case the amount or amounts of contributions\ninvolved:\n\n                                     80\n\n          (a)   Contributions made by the Plan Sponsor  on  behalf  of  the\n     Participant  pursuant  to Plan Section 3.1 shall  be  reduced  in  the\n     amount  of  the excess, together with any gains attributable  thereto,\n     and distributed to the Participant.\n\n          (b)   If further reduction is necessary, to the extent necessary,\n     all  other  contributions made by the Plan Sponsor on  behalf  of  the\n     Participant pursuant to Plan Section 3 for the Plan Year shall be held\n     in an unallocated suspense.  While the suspense account is maintained,\n     (1)  no Plan Sponsor contributions under the Plan shall be made  which\n     would be precluded by this Appendix A, (2) income, gains and loses  of\n     the  Fund  shall  not be allocated to such suspense  account  and  (3)\n     amounts  in  the  suspense  account shall be allocated  in  subsequent\n     limitation  years  as  Plan  Sponsor  contributions  for   each   such\n     limitation year until the suspense account is exhausted.  In the event\n     of  the  termination of the Plan, the amounts in the suspense  account\n     shall  be returned to the Plan Sponsor to the extent that such amounts\n     may not then be allocated to Participants' Accounts.\n\n                                APPENDIX B\n                           TOP-HEAVY PROVISIONS\n\n                                 SECTION 1\n\n     As  used  in  this  Appendix B, the following  words  shall  have  the\nfollowing meanings:\n\n          (a)   \"Determination Date\" means, with respect to any Plan  Year,\n     the  last day of the preceding Plan Year, or, in the case of the first\n     Plan Year, means the last day of the first Plan Year.\n\n          (b)    \"Key  Employee\"  means  an  Employee  or  former  Employee\n     (including a Beneficiary of a Key Employee or former Key Employee) who\n     at  any time during the Plan Year containing the Determination Date or\n     any of the four (4) preceding Plan Years is:\n\n               (1)   Was at any time an officer of the Plan Sponsor  or  of\n          any  Affiliate whose Annual Compensation was greater  than  fifty\n          percent  (50%)  of  the  amount  in  effect  under  Code  Section\n          415(b)(1)(A) for the calendar year in which the Plan  Year  ends,\n          where  the  term \"officer\" means an administrative  executive  in\n          regular  and continual service to the Plan Sponsor or  Affiliate;\n          provided, however, that in no event shall the number of  officers\n          exceed the lesser of Clause (A) or (B) of this Subparagraph  (1),\n          where:\n\n                    (A)  equals fifty (50) Employees; and\n\n                    (B)   equals the greater of (I) three (3) Employees  or\n               (II) ten percent (10%) of the number of Employees during the\n               Plan  Year, with any non-integer being increased to the next\n               integer.\n\n               If  for  any year no officer of the Plan Sponsor  meets  the\n          requirements  of this Subparagraph (b), the highest paid  officer\n          of  the  Plan  Sponsor for the Plan Year shall be  considered  an\n          officer for purposes of this Subparagraph (b)(1);\n\n                                    81\n\n               (2)  One of the ten (10) Employees owning both (A) more than\n          one-half  percent  (1\/2%)  of the outstanding  stock  of  the  Plan\n          Sponsor or an Affiliate, more than one-half percent (1\/2%)  of  the\n          total  combined voting power of all stock of the Plan Sponsor  or\n          an  Affiliate, or more than one-half percent (1\/2%) of the  capital\n          or  profits interest in the Plan Sponsor or an Affiliate, and (B)\n          the largest percentage ownership interests in the Plan Sponsor or\n          any of its Affiliates, and whose Annual Compensation is equal  to\n          or  greater  than  the  amount in effect under  Section  l(a)  of\n          Appendix  A  to  the  Plan for the calendar  year  in  which  the\n          Determination Date falls; or\n\n               (3)   An  owner  of  more  than five  percent  (5%)  of  the\n          outstanding  stock  of the Plan Sponsor or an Affiliate  or  more\n          than five percent (5%) of the total combined voting power of  all\n          stock of the Plan Sponsor or an Affiliate; or\n\n               (4)   An  owner  of  more  than  one  percent  (1%)  of  the\n          outstanding  stock  of the Plan Sponsor or an Affiliate  or  more\n          than  one percent (1%) of the total combined voting power of  all\n          stock  of the Plan Sponsor or an Affiliate, and who in such  Plan\n          Year had Annual Compensation from the Plan Sponsor and all of its\n          Affiliates of more than $150,000.\n\n     Employees other than Key Employees are sometimes referred to  in  this\n     Appendix B, as \"non-key employees.\"\n\n          (c)  \"Required Aggregation Group\" means:\n\n               (1)   each plan of the Plan Sponsor and its Affiliates which\n          qualifies under Code Section 401 (a) in which a Key Employee is a\n          participant, and\n\n               (2)   each other plan of the Plan Sponsor and its Affiliates\n          which qualifies under Code Section 401 (a) and which enables  any\n          plan  described  in Subsection (a) of this Section  to  meet  the\n          requirements of Section 401(a)(4) or 410 of the Code.\n\n          (d)  (1)  \"Top-Heavy\" means:\n\n                    (A)   if  the  Plan  is  not  included  in  a  Required\n               Aggregation Group, the Plan's condition in a Plan  Year  for\n               which, as of the Determination Date:\n\n                         (i)   the present value of the cumulative Accounts\n                    under  the  Plan  for all Key Employees  exceeds  sixty\n                    percent  (60%)  of the present value of the  cumulative\n                    Accounts under the Plan for all Participants; and\n\n                         (ii)  the  Plan, when included in every  potential\n                    combination, if any, with any or all of:\n\n                              (I)  any Required Aggregation Group, and\n\n                              (II)  any  plan of the Plan Sponsor which  is\n                         not  part  of any Required Aggregation  Group  and\n                         which qualifies under Code Section 401 (a)\n\n                                     82\n\n                    is  part  of a Top-Heavy Group (as defined in Paragraph\n                    (2) of this Subsection); and\n\n                    (B)   if the Plan is included in a Required Aggregation\n               Group, the Plan's condition in a Plan Year for which, as  of\n               the Determination Date:\n\n                         (i)  the Required Aggregation Group is a Top-Heavy\n                    Group (as defined in Paragraph (2) of this Subsection);\n                    and\n\n                         (ii) the Required Aggregation Group, when included\n                    in every potential combination, if any, with any or all\n                    of  the  plans  of the Plan Sponsor and its  Affiliates\n                    which  are  not part of the Required Aggregation  Group\n                    and which qualify under Code Section 401(a), is part of\n                    a  Top-Heavy Group (as defined in Paragraph (2) of this\n                    Subsection).\n\n                    (C)   For purposes of Subparagraphs (A)(ii) and (B)(ii)\n               of this Paragraph (1), any combination of plans must satisfy\n               the requirements of Sections 401(a)(4) and 410 of the Code.\n\n               (2)  A group shall be deemed to be a Top-Heavy Group if:\n\n                    (A)   the  sum,  as of the Determination Date,  of  the\n               present value of the cumulative accrued benefits for all Key\n               Employees under all plans included in such group exceeds\n\n                    (B)   sixty  percent (60%) of a similar sum  determined\n               for all participants in such plans.\n\n               (3)  (A)  For purposes of this Section, the present value of\n               the  accrued  benefit  for  any  participant  in  a  defined\n               contribution plan as of any Determination Date or  last  day\n               of a plan year shall be the sum of:\n\n                         (i)   as  to  any defined contribution plan  other\n                    than a simplified employee pension, the account balance\n                    as  of  the most recent valuation date occurring within\n                    the  plan year ending on the Determination Date or last\n                    day of a plan year, and\n\n                         (ii)  as  to any simplified employee pension,  the\n                    aggregate employer contributions, and\n\n                         (iii)      an adjustment for contributions due  as\n                    of the Determination Date or last day of a plan year.\n\n               In  the  case  of a plan that is not subject to the  minimum\n               funding requirements of Code Section 412, the adjustment  in\n               Clause (iii) of this Subparagraph (A) shall be the amount of\n               any contributions actually made after the valuation date but\n               on  or before the Determination Date or last day of the plan\n               year to the extent not included under Clause (i) or (ii)  of\n               this  Subparagraph (A); provided, however, that in the first\n               plan  year  of the plan, the adjustment in Clause  (iii)  of\n\n                                     83\n\n               this  Subparagraph (A) shall also reflect the amount of  any\n               contributions  made thereafter that are allocated  as  of  a\n               date in such first plan year.  In the case of a plan that is\n               subject  to  the minimum funding requirements,  the  account\n               balance  in  Clause (i) and the aggregate  contributions  in\n               Clause   (ii)   of  this  Subparagraph  (A)  shall   include\n               contributions that would be allocated as of a date not later\n               than the Determination Date or last day of a plan year, even\n               though those amounts are not yet required to be contributed,\n               and  the adjustment in Clause (iii) of this Subparagraph (A)\n               shall  be  the amount of any contribution actually made  (or\n               due  to  be  made) after the valuation date but  before  the\n               expiration  of the extended payment period in  Code  Section\n               412(c)(10)  to the extent not included under Clause  (i)  or\n               (ii) of this Subparagraph (A).\n\n                    (B)  For purposes of this Subsection, the present value\n               of  the  accrued benefit for any participant  in  a  defined\n               benefit plan as of any Determination Date or last day  of  a\n               plan year must be determined as of the most recent valuation\n               date  which is within a twelve (12) month period  ending  on\n               the Determination Date or last day of a plan year as if such\n               participant terminated as of such valuation date;  provided,\n               however, that in the first plan year of a plan, the  present\n               value of the accrued benefit for a current participant  must\n               be  determined  either (i) as if the participant  terminated\n               service as of the Determination Date or last day of  a  plan\n               year or (ii) as if the participant terminated service as  of\n               such  valuation date, but taking into account the  estimated\n               accrued benefit as of the Determination Date or last day  of\n               a  plan  year.  For purposes of this Subparagraph  (B),  the\n               valuation  date  must be the same valuation  date  used  for\n               computing  plan  costs  for minimum funding,  regardless  of\n               whether  a  valuation is performed that year.  The actuarial\n               assumptions utilized in calculating the present value of the\n               accrued  benefit  for any participant in a  defined  benefit\n               plan  for  purposes  of  this  Subparagraph  (B)  shall   be\n               established  by  the  Plan Administrator after  consultation\n               with  the  actuary for the plan, and shall be reasonable  in\n               the  aggregate  and shall comport with the requirements  set\n               forth  by the Internal Revenue Service in Q&amp;A T-26 and  T-27\n               of Regulation Section 1.416-1.\n\n                    (C)   For purposes of determining the present value  of\n               the   cumulative  accrued  benefit  under  a  plan  for  any\n               participant in accordance with this Subsection, the  present\n               value shall be increased by the aggregate distributions made\n               with  respect  to  the participant (including  distributions\n               paid  on  account of death to the extent they do not  exceed\n               the present value of the cumulative accrued benefit existing\n               immediately   prior  to  death)  under   each   plan   being\n               considered, and under any terminated plan which  if  it  had\n               not   been   terminated  would  have  been  in  a   Required\n               Aggregation  Group with the Plan, during the five  (5)  year\n               period  ending on the Determination Date or last day of  the\n               plan  year that falls within the calendar year in which  the\n               Determination Date falls.\n\n                                     84\n\n                    (D)   For  purposes of this Paragraph (3),  participant\n               contributions which are deductible as \"qualified  retirement\n               contributions\" within the meaning of Code Section 219 or any\n               successor, as adjusted to reflect income, gains, losses, and\n               other credits or charges attributable thereto, shall not  be\n               considered  to  be  part of the accrued benefits  under  any\n               plan.\n\n                    (E)   For  purposes  of  this  Paragraph  (3),  if  any\n               employee is not a Key Employee with respect to any plan  for\n               any  plan  year, but such employee was a Key  Employee  with\n               respect  to  such plan for any prior plan year, any  accrued\n               benefit for such employee shall not be taken into account.\n\n                    (F)   For  purposes  of  this  Paragraph  (3),  if  any\n               employee has not performed any service for any Plan  Sponsor\n               or  Affiliate  maintaining  the plan  during  the  five-year\n               period ending on the Determination Date, any accrued benefit\n               for that employee shall not be taken into account.\n\n                    (G)   (i)   In the case of an \"unrelated rollover\"  (as\n                    defined  below) between plans which qualify under  Code\n                    Section 401(a), (a) the plan providing the distribution\n                    shall  count  the distribution as a distribution  under\n                    Subparagraph  (C) of this Paragraph (3),  and  (b)  the\n                    plan accepting the distribution shall not consider  the\n                    distribution  part  of the accrued benefit  under  this\n                    Section; and\n\n                         (ii)  in  the  case  of a \"related  rollover\"  (as\n                    defined  below) between plans which qualify under  Code\n                    Section 401(a), (a) the plan providing the distribution\n                    shall  not  count  the distribution as  a  distribution\n                    under  Subparagraph  (C)  of this  Paragraph  (3),  and\n                    (b)  the plan accepting the distribution shall consider\n                    the distribution part of the accrued benefit under this\n                    Section.\n\n                    For  purposes  of this Subparagraph (G), an  \"unrelated\n                    rollover\"  is  a  rollover as defined in  Code  Section\n                    402(c)(4) or 408(d)(3) or a plan-to-plan transfer which\n                    is  both initiated by the participant and made  from  a\n                    plan maintained by one employer to a plan maintained by\n                    another   employer   where  the   employers   are   not\n                    Affiliates.  For purposes of this Subparagraph  (G),  a\n                    \"related  rollover\" is a rollover as  defined  in  Code\n                    Section   402(c)(4)  or  408(d)(3)  or  a  plan-to-plan\n                    transfer   which  is  either  not  initiated   by   the\n                    participant  or  made  to  a  plan  maintained  by  the\n                    employer or an Affiliate.\n\n\n                                 SECTION 2\n\n          (a)   Notwithstanding  anything contained  in  the  Plan  to  the\n     contrary,  except  as  otherwise provided in Subsection  (b)  of  this\n     Section,  in  any  Plan  Year  during which  the  Plan  is  Top-Heavy,\n\n                                    85\n\n     allocations of Plan Sponsor contributions and forfeitures for the Plan\n     Year for the Account of each Participant who is not a Key Employee and\n     who  has not separated from service with the Plan Sponsor prior to the\n     end of the Plan Year shall not be less than three percent (3%) percent\n     of  the  Participant's  Annual Compensation.   For  purposes  of  this\n     Subsection,  an  allocation to a Participant's Account resulting  from\n     any  Plan  Sponsor contribution attributable to a salary reduction  or\n     similar arrangement shall not be taken into account.\n\n          (b)   (1)   The percentage referred to in Subsection (a) of  this\n          Section  for  any  Plan Year shall not exceed the  percentage  at\n          which allocations are made or required to be made under the  Plan\n          for the Plan Year for the Key Employee for whom the percentage is\n          highest  for  the Plan Year.  For purposes of this Paragraph,  an\n          allocation  to the Account of a Key Employee resulting  from  any\n          Plan  Sponsor contribution attributable to a salary reduction  or\n          similar agreement shall be taken into account.\n\n               (2)   For  purposes  of  this Subsection  (b),  all  defined\n          contribution  plans  which are members of a Required  Aggregation\n          Group shall be treated as part of the Plan.\n\n               (3)   This Subsection (b) shall not apply to any plan  which\n          is a member of a Required Aggregation Group if the plan enables a\n          defined   benefit  plan  which  is  a  member  of  the   Required\n          Aggregation  Group  to  meet  the requirements  of  Code  Section\n          401(a)(4) or 410.\n                                 SECTION 3\n\n     Effective until December 31, 1999, in any limitation year (as  defined\nin  Section  4 of Appendix A to the Plan) which contains any portion  of  a\nPlan  Year  in  which  the Plan is Top-Heavy, the  number  \"1.0\"  shall  be\nsubstituted for the number \"1.25\" in Section 3 of Appendix A to the Plan.\n\n                                 SECTION 4\n\n     Notwithstanding anything contained in the Plan to the contrary, in any\nPlan  Year during which the Plan is Top-Heavy, a Participant's interest  in\nhis  Account shall not vest at any rate which is slower than the  following\nschedule, effective as of the first day of that Plan Year:\n\n                  Full Years of         Percentage\n                 Vesting Service          Vested\n\n                  Less than 2 years         0%\n                       2 years             20%\n                       3 years             40%\n                       4 years             60%\n                       5 years             80%\n                       6 years            100%\n\nThe  Schedule set forth above in this Section 4 shall be inapplicable to  a\nParticipant  who  has  failed  to perform an  Hour  of  Service  after  the\nDetermination Date on which the Plan has become Top-Heavy.  When  the  Plan\nceases  to  be  Top-Heavy, the Schedule set forth above in this  Section  4\nshall  cease  to apply; provided however, that the provisions of  the  Plan\nSection dealing with changes in the vesting schedule shall apply.\n\n                                     86\n\n\n                                APPENDIX C\n                      SPECIAL NONDISCRIMINATION RULES\n\n                                 SECTION 1\n\n     As used in this Appendix, the following words shall have the following\nmeanings:\n\n          (a)   \"Eligible  Participant\"  means  a  Participant  who  is  an\n     Employee during any particular Plan Year.\n\n          (b)  \"Highly Compensated Eligible Participant\" means any Eligible\n     Participant who is a Highly Compensated Employee.\n\n          (c)   \"Matching Contribution\" means any contribution  made  by  a\n     Plan Sponsor to a Matching Account and any other contribution made  to\n     a  plan by a Plan Sponsor or an Affiliate on behalf of an Employee  on\n     account  of  a  contribution made by an Employee or on account  of  an\n     Elective Deferral.\n\n          (d)     \"Qualified   Matching   Contributions\"   means   Matching\n     Contributions  which  are immediately nonforfeitable  when  made,  and\n     which would be nonforfeitable, regardless of the age or service of the\n     Employee  or whether the Employee is employed on a certain  date,  and\n     which  may not be distributed, except upon one of the events described\n     under Section 401(k)(2)(B) of the Code and the regulations thereunder.\n\n          (e)  \"Qualified Nonelective Contributions\" means contributions of\n     the Plan Sponsor or an Affiliate, other than Matching Contributions or\n     Elective  Deferrals,  which are nonforfeitable when  made,  and  which\n     would  be  nonforfeitable regardless of the  age  or  service  of  the\n     Employee  or whether the Employee is employed on a certain  date,  and\n     which  may not be distributed, except upon one of the events described\n     under Code Section 401(k)(2)(B) and the regulations thereunder.\n\n\n                                 SECTION 2\n\n     In  addition to any other limitations set forth in the Plan, for  each\nPlan Year one of the following tests must be satisfied:\n\n          (a)   the  actual deferral percentage for the Highly  Compensated\n     Eligible  Participants for the Plan Year must not  be  more  than  the\n     actual deferral percentage of all other Eligible Participants for  the\n     Plan Year multiplied by 1.25; or\n\n          (b)   the excess of the actual deferral percentage for the Highly\n     Compensated Eligible Participants for the Plan Year over that  of  all\n     other  Eligible Participants for the preceding Plan Year must  not  be\n     more   than  two  (2)  percentage  points,  and  the  actual  deferral\n     percentage  for the Highly Compensated Eligible Participants  for  the\n     Plan Year must not be more than the actual deferral percentage of  all\n     other Eligible Participants for the Plan Year multiplied by two (2).\n\n\n\n\n                                     87  \n\nThe  \"actual  deferral  percentage\" for  the  Highly  Compensated  Eligible\nParticipants  and all other Eligible Participants for a Plan  Year  is  the\naverage  in  each  group  of  the ratios, calculated  separately  for  each\nEmployee, of the Deferral Amounts contributed by the Plan Sponsor on behalf\nof an Employee for the Plan Year to the Annual Compensation of the Employee\nin  the  Plan  Year.  In addition, for purposes of calculating the  \"actual\ndeferral percentage\" as described above, Deferral Amounts of Employees  who\nare  not  Highly Compensated Employees which are prohibited by Code Section\n401(a)(30)  shall not be taken into consideration.  Except  to  the  extent\nlimited  by  Treasury  Regulation section 1.401(k)-l(b)(5)  and  any  other\napplicable regulations promulgated by the Secretary of the Treasury, all or\npart  of  the  Qualified  Matching Contributions and Qualified  Nonelective\nContributions made pursuant to the Plan may be treated as Deferral  Amounts\nfor purposes of determining the \"actual deferral percentage.\"\n\n\n                                 SECTION 3\n\n     If   the   Deferral  Amounts  contributed  on  behalf  of  any  Highly\nCompensated  Eligible Participant exceeds the amount  permitted  under  the\n\"actual deferral percentage\" test described in Section 2 of this Appendix C\nfor any given Plan Year, then before the end of the Plan Year following the\nPlan Year for which the Excess Deferral Amount was contributed, the portion\nof  the  Excess Deferral Amount for the Plan Year attributable to a  Highly\nCompensated  Participant,  as adjusted to reflect  income,  gain,  or  loss\nattributable to it through the date the end of the Plan Year for which  the\ntest  is  being performed and reduced by any excess Elective  Deferrals  as\ndetermined  pursuant  to  Plan  Section 3.1  previously  distributed  to  a\nParticipant  for the Participant's taxable year ending with or  within  the\nPlan   Year,  may  be  distributed  to  the  Highly  Compensated   Eligible\nParticipant.  The income allocable to such Excess Deferral Amount shall  be\ndetermined  in a similar manner as described in Section 4.2  of  the  Plan.\nThe  Excess Deferral Amount to be distributed shall be reduced by  Deferral\nAmounts previously distributed for the taxable year ending in the same Plan\nYear,  and shall also be reduced by Deferral Amounts previously distributed\nfor  the  Plan  Year  beginning in such taxable year.   In  the  event  the\nmultiple  use  of limitations contained in Sections 2(b) and 5(b)  of  this\nAppendix  C,  pursuant  to  Treasury  Regulations  section  1.401(m)-2   as\npromulgated  by  the  Secretary  of  the Treasury,  requires  a  corrective\ndistribution, such distribution shall be made pursuant to this  Section  3,\nand  not Section 6 of Appendix C.  The portion of the Matching Contribution\non  which such Excess Deferral Amount was based shall be forfeited upon the\ndistribution of such Excess Deferral Amount.\n\n               (a)  For purposes of this Section 3, \"Excess Deferral Amount\"\n     means, with respect to a Plan Year, the excess of:\n\n                      (1)    the  aggregate  amount  of  Deferral   Amounts\n          contributed  by  a  Plan Sponsor on behalf of Highly  Compensated\n          Eligible Participants for the Plan Year, over\n\n                     (2)   the maximum amount of Deferral Amounts permitted\n          under Section 2 of this Appendix C for the Plan Year, which shall\n          be  determined  by reducing the Deferral Amounts  contributed  on\n          behalf  of Highly Compensated Eligible Participants in  order  of\n          the  actual  deferral percentages beginning with the  highest  of\n          such percentages.\n\n                                    88 \n\n               (b)  Distribution of the Excess Deferral Amount for any Plan Year\n     shall be made to Highly Compensated Eligible Participants on the basis\n     of  the  dollar amount of Deferral Amounts attributable to each Highly\n     Compensated  Eligible Participant.  The Plan Sponsor  shall  determine\n     the  amount  of Excess Deferral Amounts which shall be distributed  to\n     each Highly Compensated Eligible Participant as follows.\n\n                     (1)   The  Deferral Amounts allocated  to  the  Highly\n          Compensated  Eligible Participant with the highest dollar  amount\n          of  Deferral  Amounts for the Plan Year shall be reduced  by  the\n          amount   required  to  cause  that  Highly  Compensated  Eligible\n          Participant's remaining Deferral Amounts for the Plan Year to  be\n          equal  to the dollar amount of the Deferral Amounts allocated  to\n          the Highly Compensated Eligible Participant with the next highest\n          dollar amount of Deferral Amounts for the Plan Year.  This amount\n          is   then   distributed   to  the  Highly  Compensated   Eligible\n          Participant  with the highest dollar amount of Deferral  Amounts,\n          unless a smaller reduction, when added to the total dollar amount\n          already  distributed pursuant to this Paragraph (1),  equals  the\n          total Excess Deferral Amounts.\n\n                     (2)   If  the total amount distributed under Paragraph\n          (1)  of  this Section 3(b) is less than the total Excess Deferral\n          Amounts,  the  procedure in Paragraph (1) shall  be  successively\n          repeated  until the total dollar amount distributed is  equal  to\n          the   total  Excess  Deferral  Amounts  attributable  to   Highly\n          Compensated Eligible Participants.\n\n           If a distribution of the Excess Deferral Amounts attributable to\n     the  Highly  Compensated Eligible Participants is made  in  accordance\n     with  Paragraphs (1) and (2) of this Section 3(b), the limitations  in\n     Section  2 of this Appendix C shall be treated as being met regardless\n     of  whether the actual deferral percentage, if recalculated after such\n     distributions, would have satisfied the requirements of Section 2.\n\n\n                                 SECTION 4\n\n     The Plan Administrator shall have the responsibility of monitoring the\nPlan's  compliance with the limitations of this Appendix C and  shall  have\nthe  power  to take all steps it deems necessary or appropriate  to  ensure\ncompliance,  including, without limitation, restricting  the  amount  which\nHighly  Compensated  Eligible Participants can elect  to  have  contributed\npursuant  to Plan Section 3.1.  Any actions taken by the Plan Administrator\npursuant  to  this  Section  4  shall  be  pursuant  to  non-discriminatory\nprocedures consistently applied.\n\n                                 SECTION 5\n\n     In  addition to any other limitations set forth in the Plan,  Matching\nContributions  under  the  Plan and the amount  of  nondeductible  employee\ncontributions under the Plan, for each Plan Year must satisfy  one  of  the\nfollowing tests:\n\n          (a)   The contribution percentage for Highly Compensated Eligible\n     Participants  for  the  Plan  Year  must  not  exceed  125%   of   the\n     contribution  percentage for all other Eligible Participants  for  the\n     Plan Year; or\n                                    89\n\n          (b)   The contribution percentage for Highly Compensated Eligible\n     Participants for the Plan Year must not exceed the lesser of (1) 200 %\n     of the contribution percentage for all other Eligible Participants for\n     the  Plan  Year,  and (2) the contribution percentage  for  all  other\n     Eligible  Participants  for  the Plan Year  plus  two  (2)  percentage\n     points.\n\nNotwithstanding the foregoing, for purposes of this Section  5,  the  terms\nHighly Compensated Eligible Participant and Eligible Participant shall  not\ninclude  any  Participant  who  is  not  eligible  to  receive  a  Matching\nContribution under the provisions of the Plan, other than as  a  result  of\nthe  Participant failing to contribute to the Plan or failing  to  have  an\nElective  Deferral  contributed to the Plan on  the  Participant's  behalf.\nNotwithstanding  the  foregoing, if Qualified  Matching  Contributions  are\ntaken into account for purposes of applying the test contained in Section 2\nof this Appendix C, they shall not be taken into account under this Section\n5.   In applying the above tests, the Plan Administrator shall comply  with\nany  regulations promulgated by the Secretary of the Treasury which prevent\nor  restrict the use of the test contained in Section 2(b) of this Appendix\nC  and  the  test  contained  in Section 5(b)  of  this  Appendix  C.   The\n\"contribution percentage\" for Highly Compensated Eligible Participants  and\nfor all other Eligible Participants for a Plan Year shall be the average of\nthe  ratios,  calculated separately for each Participant, of  (A)  to  (B),\nwhere (A) is the amount of Matching Contributions under the Plan (excluding\nQualified Matching Contributions which are used to apply the test set forth\nin Section 2 of this Appendix C or Matching Contributions which are used to\nsatisfy  the  minimum  required contributions to the Accounts  of  Eligible\nParticipants who are not Key Employees pursuant to Section 2 of Appendix  B\nto  the Plan) and nondeductible employee contributions made under the  Plan\nfor the Eligible Participant for the Plan Year, and where (B) is the Annual\nCompensation of the Eligible Participant for the Plan Year.  Except to  the\nextent  limited  by  Treasury Regulation Section 1.401(m)-l(b)(5)  and  any\nother  applicable regulations promulgated by the Secretary of the Treasury,\na   Plan  Sponsor  may  elect  to  treat  Deferral  Amounts  and  Qualified\nNonelective  Contributions  as  Matching  Contributions  for   purpose   of\ndetermining  the \"contribution percentage,\" provided the Deferral  Amounts,\nexcluding  those treated as Matching Contributions, satisfy  the  test  set\nforth in Section 2 of Appendix C.\n\n\n                                 SECTION 6\n\n    If  either  (a) the Matching Contributions and, if taken  into  account\nunder  Section  5  of  this  Appendix C, the  Deferral  Amounts,  Qualified\nNonelective Contributions and\/or Qualified Matching Contributions  made  on\nbehalf   of   Highly  Compensated  Eligible  Participants,   or   (b)   the\nnondeductible  employee contributions made by Highly  Compensated  Eligible\nParticipants exceed the amount permitted under the \"contribution percentage\ntest\"  for  any  given Plan Year, then, before the close of the  Plan  Year\nfollowing  the Plan Year for which the Excess Aggregate Contributions  were\nmade, the amount of the Excess Aggregate Contributions attributable to  the\nPlan  for the Plan Year under either Section (6)(a)(1) or (2), or both,  as\nadjusted  to  reflect  any  income,  gain  or  loss  attributable  to  such\ncontributions  through  the  date the Excess  Aggregate  Contributions  are\ndistributed  shall be distributed or, if the Excess Aggregate Contributions\nare  forfeitable,  forfeited.  The income allocable to  such  contributions\nshall be determined in a similar manner as described in Section 4.2 of  the\n\n                                     90\n\n\nPlan.   As  to  any  Highly  Compensated  Employee,  any  distribution   or\nforfeiture  of  his allocable portion of the Excess Aggregate Contributions\nfor  a  Plan  Year shall first be attributed to any nondeductible  employee\ncontributions  made by the Participant during the Plan Year  for  which  no\ncorresponding  Plan Sponsor contribution is made and then to any  remaining\nnondeductible  employee  contributions made by the Participant  during  the\nPlan Year and any Matching Contributions thereon.  As between the Plan  and\nany  other  plan  or plans maintained by the Plan Sponsor in  which  Excess\nAggregate  Contributions for a Plan Year are held,  each  such  plan  shall\ndistribute or forfeit a pro-rata share of each class of contribution  based\non  the  respective amounts of a class of contribution made  to  each  plan\nduring  the  Plan Year.  The payment of the Excess Aggregate  Contributions\nshall  be made without regard to any other provision in the Plan.   In  the\nevent  the multiple use of limitations contained in Sections 2(b) and  5(b)\nof  this Appendix C, pursuant to Treasury Regulation section 1.401(m)-2  as\npromulgated  by  the  Secretary  of  the Treasury,  requires  a  corrective\ndistribution,  such distribution shall be made pursuant  to  Section  3  of\nAppendix C, and not this Section 6.\n\n     For purposes of this Section 6, with respect to any Plan Year, \"Excess\nAggregate Contributions\" means the excess of:\n\n            (a)  the  aggregate  amount of the Matching  Contributions  and\n     nondeductible  employee contributions (and any  Qualified  Nonelective\n     Contributions or Qualified Matching Contributions) and, it taken  into\n     account  under  Section  5 of this Appendix C,  the  Deferral  Amounts\n     actually  made  on behalf of Highly Compensated Eligible  Participants\n     for the Plan Year, over\n          \n          (b)   the  maximum  amount of contributions permitted  under  the\n     limitations  of Section 5 of this Appendix C, determined  by  reducing\n     contributions   made   on  behalf  of  Highly   Compensated   Eligible\n     Participants in order of their contribution percentages beginning with\n     the highest of such percentages.\n\n               The determination of the amount of Excess Aggregate Contributions\n     under  this  Section 6 shall be made after (1) first  determining  the\n     excess  Elective Deferrals under Section 3.1(b) of the  Plan  and  (2)\n     then  determining the Excess Deferral Amounts under Section 3 of  this\n     Appendix C.\n\n            (c)   Distribution  or  forfeiture  of  nondeductible  employee\n     contributions  or Matching Contributions in the amount of  the  Excess\n     Aggregate  Contributions for any Plan Year shall be made with  respect\n     to Highly Compensated Eligible Participants on the basis of the dollar\n     amount  of  the  Excess Aggregate Contributions attributable  to  each\n     Highly   Compensated  Eligible  Participant.   Forfeitures  of  Excess\n     Aggregate  Contributions may not be allocated  to  Participants  whose\n     contributions  are  reduced under this Section 6.   The  Plan  Sponsor\n     shall  determine  the  amount of Excess Aggregate Contributions  which\n     shall  be  distributed to each Highly Compensated Eligible Participant\n     as follows.\n\n                 (1)    The   Matching   Contributions  and   nondeductible\n          contributions  allocated  to  the  Highly  Compensated   Eligible\n          Participant  with the highest dollar amount of such contributions\n\n                                      91  \n\n          for  the  Plan  Year shall be reduced by the amount  required  to\n          cause  that  Highly Compensated Eligible Participant's  remaining\n          Matching  Contributions and nondeductible contributions  for  the\n          Plan  Year to be equal to the dollar amount of such contributions\n          allocated to the Highly Compensated Eligible Participant with the\n          next   highest  dollar  amount  of  Matching  contributions   and\n          nondeductible  contributions for the Plan Year.  This  amount  is\n          then  distributed to the Highly Compensated Eligible  Participant\n          with  the  highest  dollar amount of Matching  Contributions  and\n          nondeductible  contributions, unless a  smaller  reduction,  when\n          added to the total dollar amount already distributed pursuant  to\n          this   Paragraph   (1),   equals  the  total   Excess   Aggregate\n          Contributions.\n\n                (2)  If the total amount distributed under Paragraph (1) is\n          less than the total Excess Aggregate Contributions, the procedure\n          in  Paragraph (1) shall be repeated until the total dollar amount\n          of   Matching   Contributions  and  nondeductible   contributions\n          distributed  is equal to the total Excess Aggregate Contributions\n          attributable to Highly Compensated Eligible Participants.\n\n      If a distribution of the total Excess Aggregate Contributions is made\nin  accordance  with  Paragraphs (1) and (2)  of  this  Section  6(c),  the\nlimitations in Section 5 of this Appendix C shall be treated as  being  met\nregardless  of whether the actual contribution percentage, if  recalculated\nafter  such distributions, would have satisfied the requirements of Section\n5.\n\n\n                                 SECTION 7\n\n     Except to the extent limited by rules promulgated by the Secretary  of\nthe Treasury, if a Highly Compensated Eligible Participant is a participant\nin  any  other  plan  of the Plan Sponsor or any Affiliate  which  includes\nMatching  Contributions,  deferrals under a cash  or  deferred  arrangement\npursuant  to  Code Section 401(k), or nondeductible employee contributions,\nany contributions made by or on behalf of the Participant to the other plan\nshall be allocated with the same class of contributions under the Plan  for\npurposes  of determining the \"actual deferral percentage\" and \"contribution\npercentage\" under the Plan; provided, however, contributions that are  made\nunder  an  \"employee  stock ownership plan\" (within  the  meaning  of  Code\nSection 4975(e)(7)) shall not be combined with contributions under any plan\nwhich  is not an employee stock ownership plan (within the meaning of  Code\nSection 4975(e)(7)).\n\n     Except to the extent limited by rules promulgated by the Secretary  of\nthe  Treasury,  if  the  Plan and any other plans  which  include  Matching\nContributions, deferrals under a cash or deferred arrangement  pursuant  to\nCode Section 401(k), or nondeductible employee contributions are considered\nas  one  plan  for  purposes of Code Section 401(a)(4) and  410(b)(1),  any\ncontributions under the other plans shall be allocated with the same  class\nof   contributions  under  the  Plan  for  purposes  of   determining   the\n\"contribution percentage\" and \"actual deferral percentage\" under the  Plan;\nprovided,  however,  contributions that are made under an  \"employee  stock\nownership  plan\" (within the meaning of Code Section 4975(e)(7)) shall  not\nbe  combined  with contributions under any plan which is  not  an  employee\nstock ownership plan (within the meaning of Code Section 4975(e)(7)).\n\n                                    92\n\n                                 SECTION 8\n\n     Effective January 1, 1999, notwithstanding any other provision in this\nAppendix  C  to  the contrary, the Primary Sponsor intends to  satisfy  the\nrequirements of Code Section 401(k)(12) with respect to contributions  made\npursuant  to  Section  3.1 by those Participants who have  completed  their\nEligibility  Service and the requirements of Code Section  401(m)(11)  with\nrespect to those matching contributions made pursuant to Section 3.2.\n\n\n                                APPENDIX D\n                                     \n                     FROZEN BENEFIT DISTRIBUTION RULES\n                                     \n                                 SECTION 1\n                                DEFINITIONS\n                                     \n     For  purposes of this Appendix D, the following terms shall  have  the\nfollowing meanings:\n\n          (a)    \"Annuity  Starting  Date\"  means  the  date  on  which   a\n     distribution  is  deemed to commence for purposes of  calculating  the\n     benefit to be distributed.\n     \n          (b)   \"Qualified Joint and Survivor Annuity\" means an annuity for\n     the  life of the Participant with a survivor annuity for the  life  of\n     his\/her  spouse which is one-half of the amount of the annuity payable\n     during the joint lives of the Participant and his\/her spouse and which\n     is  the actuarial equivalent of a single life annuity for the life  of\n     the Participant.\n     \n          (c)   \"Preretirement Survivor Annuity\" means an annuity  for  the\n     life  of  the surviving spouse of a deceased Participant that  has  an\n     actuarial  present value that is equal to 100% of the balance  in  the\n     Participant's account as of the date of the Participant's death.\n     \n     For  purposes of this Appendix D, the following election  rules  shall\n     apply:\n     \n     The  Plan  Administrator shall furnish to the  Participant  a  written\nexplanation of:\n\n          (a)   the  terms and conditions of a Qualified Joint and Survivor\n     Annuity and a Qualified Preretirement Survivor Annuity;\n     \n          (b)   the  Participant's right to make, and  the  effect  of,  an\n     election  not to receive the Qualified Joint and Survivor  Annuity  or\n     the Qualified Preretirement Survivor Annuity;\n     \n          (c)   the rights of the Participant's spouse as described  below;\n     and\n     \n          (d)    the right to make and the effect of such an election.\n     \n          In  the  case  of  a  Qualified Joint and Survivor  Annuity,  the\n     written explanation shall be provided to the Participant no less  than\n     thirty (30) days and no more than ninety (90) days prior to the  first\n     \n                                   93\n\n\n     date  on  which  he is entitled to commencement of payments  from  the\n     Fund.  Notwithstanding the foregoing, a Participant may elect to waive\n     the  requirement  that the written explanation be  provided  at  least\n     thirty (30) days prior to commencement of payments, provided that  the\n     first  payment from the Fund occurs more than seven (7) days from  the\n     date  the explanation is received by the Participant.  In the case  of\n     the  Qualified Preretirement Survivor Annuity, the written explanation\n     shall  be  provided to the Participant in whichever of  the  following\n     periods ends last:\n     \n               (i)   the  period beginning with the first day of  the  Plan\n          Year in which the Participant attains age 32 and ending with  the\n          close  of  the  Plan Year preceding the Plan Year  in  which  the\n          Participant attains age 35;\n          \n               (ii)  the  period beginning one year before and  ending  one\n          year after the Employee first becomes a Participant;\n          \n               (iii)      the  period beginning one year before and  ending\n          one year after these rules apply to the Participant; or\n          \n               (iv)  a  reasonable  period of time  after  separation  from\n          service  in the case of a Participant who separates from  service\n          before attaining age 35.\n          \n          The Participant may elect during the \"applicable election period\"\n     not to Qualified Joint and Survivor Annuity or Qualified Preretirement\n     Survivor  Annuity by execution and delivery to the Plan  Administrator\n     of   a  form  that  purpose  by  the  Plan  Administrator.   The  term\n     \"applicable  election period\" shall mean, with respect to a  Qualified\n     Joint and Survivor Annuity, the 90-day period ending on the first date\n     on  which the Participant is entitled to commencement of payment  from\n     the Fund.  In the event the Participant waives the minimum thirty (30)\n     day  requirement for the written explanation, the \"applicable election\n     period\" shall not end before the period ending thirty (30)-days  after\n     the Participant receives the written explanation.  Notwithstanding the\n     foregoing, if the Participant receives the written explanation of  the\n     Qualified Joint and Survivor Annuity and affirmatively elects  a  form\n     of  distribution,  the payments from the Fund may commence  less  than\n     thirty   (30)   days  after  the  Participant  receives  the   written\n     explanation  provided that the Participant may revoke the  affirmative\n     distribution  election until the later of the time payments  from  the\n     Fund  are to begin or the expiration of the seven (7) day period which\n     begins   on  the  day  after  the  Participant  receives  the  written\n     explanation.   With  respect  to  a Qualified  Preretirement  Survivor\n     Annuity, the \"applicable election period\" shall mean the period  which\n     begins  on  the  first day of the Plan Year in which  the  Participant\n     attains age 35 and ends on the date of the Participant's death.\n\n\n\n\n\n\n\n\n\n                                    94\n\n     \n          In  the  case  of  a  married Participant, no election  shall  be\n     effective unless:\n     \n               (A)   the  spouse of the Participant consents in writing  to\n          the  election  and  the consent acknowledges the  effect  of  the\n          election   (including,  if  applicable,  the  identity   of   any\n          Beneficiary other than the Participant's spouse and the alternate\n          form of payment) and is witnessed by a notary public, or\n          \n               (B)   it  is  established to the satisfaction  of  the  Plan\n          Administrator that the consent required pursuant to  subparagraph\n          (A)  above  may not be obtained because there is no  spouse,  the\n          spouse  cannot  be  located, the Participant has  a  court  order\n          indicating  that  he is legally separated or has  been  abandoned\n          (within  the  meaning of local law) unless a  qualified  domestic\n          relations order provides otherwise, or of any other circumstances\n          as  permitted by regulations promulgated by the Department of the\n          Treasury.  If the spouse is legally incompetent to give  consent,\n          consent  by  the spouse's legal guardian shall be  deemed  to  be\n          consent by the spouse.\n          \n          Any  consent by a spouse (or establishment that the consent of  a\n     spouse  may  not be obtained) shall be effective only with respect  to\n     that spouse.  If an election is made, the Participant's Account may be\n     paid  in  any  alternate form of payment permitted by the  Plan.   Any\n     waiver of a Qualified Preretirement Survivor Annuity made prior to the\n     first  day  of the Plan Year in which the Participant attains  age  35\n     shall become invalid as of the first day of the Plan Year in which the\n     Participant attains age 35 and a Qualified Preretirement Annuity shall\n     be  provided,  unless a new waiver is obtained.  The  Participant  may\n     revoke  any election not to receive payment in the form of a Qualified\n     Joint  and  Survivor  Annuity at any time  prior  to  commencement  of\n     payments from the Fund, and may make a new election at any time  prior\n     to the commencement of payments from the Fund\n     \n          If  a Participant is married and has in effect an annuity form of\n     payment  for the payment of his Account and the Participant wishes  to\n     obtain  a  loan from the Plan in accordance with Plan Section  5,  the\n     Participant's spouse must, within the ninety (90) day period preceding\n     the date the loan is made, consent to the loan and the possibility  of\n     a reduction in the Participant's Account resulting in its nonpayment.\n     \n\n                                 SECTION 2\n                                ARCTIC PLAN\n                                     \n     Except as may be required or permitted by Plan Sections 7 through  10,\neffective  December 30, 1994, all distributions made to  a  Participant  or\nbeneficiaries  attributable to amounts transferred to this  Plan  from  the\nAlaska  Fisheries  Corporation  Profit Sharing\/Savings  Plan  (the  \"Arctic\nPlan\") shall be made by the Trustee in one of the three following methods:\n\n          (a)   Automatic  Qualified Joint and Survivor  Annuity  (or  Life\n     Annuity).  A Participant who is married and begins to receive payments\n     under the Plan shall receive payments in the form of a Qualified Joint\n     and  Survivor Annuity, unless the Participant, with the consent of his\n\n                                   95\n\n     spouse,  has  properly  elected otherwise.  An  unmarried  Participant\n     shall receive his benefits in the form of a life annuity, with monthly\n     payments  payable  for  120 months certain and thereafter  during  his\n     lifetime, unless the Participant properly elects otherwise.\n     \n          (b)   Automatic Preretirement Survivor Annuity.  If a Participant\n     who is married and at least partially vested dies before the date upon\n     which  his  retirement  benefits were to commence,  the  Participant's\n     surviving spouse shall receive payments in the form of a Preretirement\n     Survivor  Annuity,  unless the Participant, with the  consent  of  his\n     spouse has properly elected otherwise.  The surviving spouse may elect\n     to  have  such annuity distributed immediately or at a later date  not\n     later  than  the date the Participant would have attained  his  Normal\n     Retirement Age.\n     \n          (c)   In  the  event a Participant (or surviving  spouse)  elects\n     pursuant to Subsections (a) or (b) above not to receive retirement  or\n     death benefits in the forms described therein, such distributions  may\n     be  made  by  the  Trustee as an immediate or deferred nontransferable\n     annuity  providing fixed or variable income (i) for the  life  of  the\n     Participant, with or without a specified period certain, or (ii)  over\n     the  lives of the Participant and his designated beneficiary, with  or\n     without a specified period certain.\n     \n\n                                 SECTION 3\n                               CULINARY PLAN\n                                     \n     Except as may be required or permitted by Plan Sections 7 through  10,\neffective  April  1, 1996, all distributions made to a Participant  or  his\nbeneficiaries  attributable to amounts transferred to this  Plan  from  the\nSavings  Plan  for Employees of Culinary Foods, Inc. (the \"Culinary  Plan\")\nshall be made by the Trustee in one of the following methods:\n\n          (a)   Qualified-Joint and Survivor Annuity or  Life  Annuity.   A\n     Participant  who is married and begins to receive payments  under  the\n     Plan  shall  receive  payments in the form of a  Qualified  Joint  and\n     Survivor  Annuity,  unless the Participant, with the  consent  of  his\n     spouse,  has  properly  elected otherwise.  An  unmarried  Participant\n     shall  receive  his  benefits in the form of a  single  life  annuity,\n     unless the Participant properly elects otherwise.\n     \n          (b)   Preretirement  Survivor Annuity.  If a Participant  who  is\n     married  dies  before  the  date upon which benefit  payments  are  to\n     commence,  the Participant's surviving spouse shall receive  payments,\n     commencing  immediately,  in  the form  of  a  Preretirement  Survivor\n     Annuity,  unless the Participant, with the consent of his  spouse  has\n     properly elected otherwise.\n     \n          (c)   Optional Forms.  In the event a Participant elects  not  to\n     receive  benefits in the form described in Subsection (a)  above,  the\n     distribution  of benefits may be made by the Trustee  in  one  of  the\n     methods elected by the Participant described below:\n     \n               (i)  an actuarially equivalent life annuity, with or without\n          payments  guaranteed  for a period of no less  than  120  monthly\n          payment; or\n     \n                                     96\n     \n               (ii)   if   the   Participant  is  married,  an  actuarially\n          equivalent  life annuity with a survivor annuity payable  to  the\n          Participant's  spouse  equal to 100% or  66  and  2\/3  %  of  the\n          payments made to the Participant during his life.\n          \n\n                                 SECTION 4\n                                HUDSON PLAN\n                                     \n     Except as may be required or permitted by Plan Sections 7 through  10,\neffective  April  1, 1998, all distributions made to a Participant  or  his\nbeneficiaries  attributable to amounts transferred to this  Plan  from  the\nPrior  Retirement  Account under the Hudson Foods, Inc.  401(k)  Retirement\nPlan  (the  \"Hudson  Plan\") shall be made by the  Trustee  in  one  of  the\nfollowing methods:\n\n          (a)   Qualified  Joint and Survivor Annuity or Life  Annuity.   A\n     Participant  who is married and begins to receive payments  under  the\n     Plan  shall  receive  payments in the form of a  Qualified  Joint  and\n     Survivor  Annuity,  unless the Participant, with the  consent  of  his\n     spouse,  has  properly  elected otherwise.  An  unmarried  Participant\n     shall  receive  his  benefits in the form of a  single  life  annuity,\n     unless the Participant elects properly otherwise.\n     \n          (b)   Preretirement  Survivor Annuity.  If a Participant  who  is\n     married  dies  before  the  date upon which benefit  payments  are  to\n     commence,  the Participant's surviving spouse shall receive  payments,\n     commencing  immediately,  in  the form  of  a  Preretirement  Survivor\n     Annuity,  unless the Participant, with the consent of his  spouse  has\n     properly elected otherwise.\n     \n          (c)   Optional Forms.  In the event a Participant elects  not  to\n     receive  benefits in the form described in Subsection (a)  above,  the\n     distribution  of benefits may be made by the Trustee  in  one  of  the\n     methods elected by the Participant described below:\n     \n               (i)  single life annuity, a single life annuity with a five-\n          or ten-year certain term, or\n          \n               (ii)  an actuarially equivalent life annuity with a survivor\n          annuity payable to the Participant's spouse equal to 100%, 66 and\n          2\/3%  or  50% of the payments made to the Participant during  his\n          life.\n          \n\n                                 SECTION 5\n                                 COBB PLAN\n                                     \n     Except as may be required or permitted by Plan Sections 7 through  10,\nall distributions attributable to amounts transferred to this Plan from the\nMember  Contribution Account and that corresponding portion of his Employer\nMatching  Contribution Account under the Retirement Savings Plan  of  Cobb-\nVantress, Inc. (the \"Cobb Plan\") may be made by the Trustee in one  of  the\nfollowing methods:\n\n          (a)   Qualified  Joint and Survivor Annuity or Life  Annuity.   A\n     Participant  who  is married and elects to receive payments  from  the\n\n                                   97\n\n     Member  Contribution  Account and that corresponding  portion  of  his\n     Employer Matching Contribution Account under the Cobb Plan in the form\n     of  an  annuity shall receive payment in the form of a Qualified Joint\n     and  Survivor Annuity, unless the Participant, with the consent of his\n     spouse,  has  properly  elected otherwise.  An  unmarried  Participant\n     shall  receive  his  benefits in the form of a  single  life  annuity,\n     unless the Participant properly elects otherwise.\n     \n          (b)   Preretirement  Survivor Annuity.  If a Participant  who  is\n     married  dies  before  the  date upon which benefit  payments  are  to\n     commence,  the Participant's surviving spouse shall receive  payments,\n     commencing  immediately,  in  the form  of  a  Preretirement  Survivor\n     Annuity,  unless the surviving spouse elects to have payments commence\n     at  a  later  date (but not later than the date the Participant  would\n     have attained Normal Retirement Age).\n     \n\n                                 SECTION 6\n                                THRIFT PLAN\n                                     \n     Except as may be required or permitted by Plan Sections 7 through  10,\neffective  December  30, 1994, all distributions  of  any  amounts  from  a\nParticipant's  After-Tax  Contribution Account  and  Employer  Contribution\nAccount  attributable to such accounts transferred from  the  Tyson  Foods,\nInc.  Employee Retirement Income Savings Plan (the \"Thrift Plan\") shall  be\nmade by the Trustee in one of the following methods:\n\n          (a)  Annuity Option.  A Participant shall have the right to elect\n     to  receive  payment from such account in the form of a  life  annuity\n     (or,  if  married,  in  the  form of a Qualified  Joint  and  Survivor\n     Annuity).  The Participant (and, if married, with the consent  of  his\n     spouse)  also may elect during the election period to receive payments\n     from such account in the form of a straight life annuity or a straight\n     life annuity with a ten-year guarantee.\n     \n            (b)  Preretirement Survivor Annuity.  If a Participant  who  is\n     married  dies before the date upon which his retirement benefits  were\n     to commence, such Participant's surviving, spouse shall have the right\n     to  elect  to  receive payment from such account  in  the  form  of  a\n     Preretirement Survivor Annuity.  The spouse also may properly elect to\n     receive  payments  from such account in the form of  a  straight  life\n     annuity  or  a  straight life annuity with a ten-year guarantee.   The\n     surviving   spouse   may  elect  to  have  such  annuity   distributed\n     immediately or at a later date not later than the date the Participant\n     would have attained Normal Retirement Age.\n     \n\n\n\n\n\n\n\n\n\n\n\n\n                                    98\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9134],"corporate_contracts_industries":[9426],"corporate_contracts_types":[9539,9550],"class_list":["post-40411","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-tyson-foods-inc","corporate_contracts_industries-food__meat","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\/40411","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=40411"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40411"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40411"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40411"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}