1
EXHIBIT 99

AMENDMENT TO
LITEL COMMUNICATIONS, INC. SALARY DEFERRAL PLAN

WHEREAS, LCI International Management Services, Inc. (hereinafter referred to
as the "Employer") established the LiTel Communications, Inc. Salary Deferral
Plan (hereinafter referred to as the "Plan") effective January 1, 1984 for the
benefit of its eligible Employees and their Beneficiaries; and

WHEREAS, the Employer reserved the right to amend the Plan under the terms
thereof; and

WHEREAS, the Employer desires to amend the Plan to provide for its funding
through a Group Annuity Contract issued by Connecticut General Life Insurance
Company and to transfer all Plan assets; and

WHEREAS, the Employer now desires to amend the Plan and restate its provisions
to comply with the requirements of the Tax Reform Act of 1986 (TRA '86), the
Omnibus Budget Reconciliation Act of 1986 (OBRA '86), and the Unemployment
Compensation Amendment of 1992 (UCA '92) if applicable;

NOW THEREFORE, the Plan is hereby amended and restated in its entirety
effective October 1, 1992 except as follows:

1. Effective for calendar years beginning on January 1, 1987, the
provisions regarding limits on Elective Deferral Contributions shall
be amended and governed by the terms of Article IV of the Plan attached
hereto.

2. Effective on the first day of the Plan Year beginning 1987, the
provisions relating to the special nondiscrimination test for
Elective Deferral Contributions under Code section 401(k), as
defined in Article I, shall be amended and governed by the terms of
the Plan attached hereto.

3. Effective on the first day of the Plan Year beginning in 1987, the
provisions relating to the special nondiscrimination test for Matching
Contributions and Employee Contributions under Code section 401(m), as
defined in Article I, shall be be amended and governed by the terms of
the Plan attached hereto.

4. Effective on the first day of the Plan Year beginning in 1987, the
provisions defining Highly Compensated Employee shall be amended and
governed by the terms of Article I of the Plan attached hereto.

5. Effective on the first day of the Plan Year beginning in 1987, the
provisions regarding loans shall be amended and governed by the terms
of Article X-A of the Plan attached hereto. However, prior to October
18, 1989, if a Participant's Vested Interest in his Participant's
Account was less than $20,000, the Participant was able to borrow up
to the lesser of $10,000 or his Vested Interest attributable to
contributions which were available for loans.

6. Effective on the first day of the Plan Year beginning in 1987, the
provisions regarding Limitations on Allocations shall be amended and
governed by the terms of Article V of the Plan attached hereto.

7. Effective on the first day of the Plan Year beginning 1987,
contributions made to this Plan shall no longer require Considered Net
Profits.

2
8. Effective on January 1, 1989, the provisions relating to required
minimum distributions shall be amended and governed by the terms
of the Plan attached hereto.

9. Effective on the first day of the Plan Year beginning in 1989, the
provisions relating to withdrawals for Serious Financial Hardship
shall be amended and governed by the terms of Article X of the Plan
attached hereto.

10. Effective on the first day of the Plan Year beginning in 1992, gap
period earnings associated with Excess Contributions shall not be
distributed.

11. Effective on the first day of the Plan Year beginning in 1992, gap
period earnings associated with Excess Aggregate Contributions shall
not be distributed.

12. Effective on the first day of the 1992 Plan Year, the provisions
relating to the determination of a financial need for a Serious
Financial Hardship shall be liberalized in accordance with the
rules set forth in the final 401(k) regulations.

13. Effective on the first day of the 1992 Plan Year, the provisions
relating to the correction of excess Annual Additions shall be amended
and governed by the terms of Article V of the Plan attached hereto.

14. Effective for calendar years beginning on October 1, 1992, the
provisions regarding the Matching Contributions shall be amended
and governed by the terms of the Plan attached hereto.

15. Effective on October 1, 1992, the provisions relating to Eligibility
shall be amended and governed by the terms of the Plan attached hereto.

16. Effective on October 1, 1992, the provisions defining Compensation
shall be amended and governed by the terms of Article I of the Plan
attached hereto.

17. Effective January 1, 1993, the provisions relating to Direct Rollovers
shall be added to the Plan as governed by the terms of Article VI-A
of the Plan attached hereto.

18. Effective the first day of the Plan Year beginning in 1994,
Compensation for purposes of the Plan shall be limited to a maximum of
$150,000.

19. Effective the first day of the Plan Year in 1994, the Plan shall
operate under ERISA section 404(c) as set forth in the Plan attached
hereto.

20. Effective January 1, 1994, the provisions relating to Employer shall
be amended and governed by the terms of Article I of the Plan attached
hereto.

21. Effective April 1, 1994, the provisions relating to Participant's
Employer Stock Account shall be added to the Plan as governed by the
terms of Article I of the Plan attached hereto.

22. Prior to January 1, 1994, Compensation was limited to a maximum of
$200,000 (as indexed by the Secretary of the Treasury). However,
effective on the first day of the Plan Year beginning in 1994,
Compensation for purposes of the Plan shall be limited to a
maximum of $150,000 as stated in Section 1.14 of the Plan.

23. The terms of the Plan as heretofore set forth shall no longer apply
with respect to Participants under the Plan who have not terminated
employment (including terminations on account of Retirement, death or
Disability); and the terms of the Plan with respect to such
Participants shall henceforth be as set forth in

3
the LCI International 401(k) Savings Plan, a copy of which is
attached to and forms a part of this amendment.

24. The Plan and Trust as amended and restated, shall represent a
continuation of the prior Plan and Trust as heretofore set forth
and shall not abridge or curtail any rights accorded to Participants
under said prior instrument.

IN WITNESS WHEREOF, the Employer, the Administrator and the Trustee have
hereunto affixed their signatures.

Executed at Dublin, OH on Dec 29 - 1994
---------- --------------

LCI INTERNATIONAL MANAGEMENT SERVICES, INC.

/s/ J. D. HEFLINGER By /s/ JOHN J. DILLON
- ----------------------- ----------------------------
Witness

Title Vice President Finance & Treasurer
----------------------------------

Accepted this 29th day of December, 1994.
---- --------------

/s/ CATHY HANNING By /s/ SUZANNE E. GIRVAS
- ------------------------------ ------------------------------------
Witness Administrator

Accepted this 28th day of December, 1994.
----- ----------------

/s/ SHARON GUGAS By /s/ THOMAS C. CARROLL
- ------------------------------ ------------------------------------
Witness Trustee

IMPORTANT NOTE

Neither Connecticut General Life Insurance Company nor any of its employees can
provide you with legal advice in connection with the execution of this
document. Prior to execution of this document, you should consult your
attorney on whether this document is appropriate for you.

LCI INTERNATIONAL 401(K) SAVINGS PLAN

IMPORTANT NOTE

Table Of Contents

ARTICLE I Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE II Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16

ARTICLE III Eligibility, Enrollment and Participation . . . . . . . . . . . . . . . . . . . . . . . . 19

ARTICLE IV Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

ARTICLE V Limitations on Allocations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31

ARTICLE VI Distribution of Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

ARTICLE VI-A Direct Rollovers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

ARTICLE VII Retirement Benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46

ARTICLE VIII Joint and Survivor Annuity Requirements . . . . . . . . . . . . . . . . . . . . . . . . . 47

ARTICLE IX Termination of Employment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52

ARTICLE X Withdrawals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53

ARTICLE X-A Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

ARTICLE XI Fiduciary Duties and Responsibilities . . . . . . . . . . . . . . . . . . . . . . . . . . 59

ARTICLE XII The Administrator . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60

ARTICLE XIII Participants' Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62

ARTICLE XIV Amendment or Termination of the Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . 65

ARTICLE XV Substitution of Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67

ARTICLE XVI Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68

ARTICLE XVI-A Top-Heavy Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70

December 14, 1994
6
ARTICLE I
DEFINITIONS

1.1 ACCRUED BENEFIT. The term Accrued Benefit means the value on any
applicable date of the Participant's Account.

1.2 ACTIVE PARTICIPANT. The term Active Participant means any Participant
who (a) performs duties as an Employee for the Employer, and (b) is
not an Inactive Participant.

1.3 ACTUAL CONTRIBUTION PERCENTAGE. The term Actual Contribution
Percentage means the average of the Actual Contribution Ratios of a
specified group computed to the nearest one-hundredth of one percent.

1.4 ACTUAL CONTRIBUTION PERCENTAGE TEST.

(A) For each Plan Year, the Plan shall satisfy the contribution
percentage requirement described in section 401(m)(2) of the
Code and the regulations thereunder, which are incorporated
herein.

The Plan satisfies the Actual Contribution Percentage Test if:

(1) The Actual Contribution Percentage for the group of
eligible Highly Compensated Employees is not more
than the Actual Contribution Percentage for the
group of all other eligible Employees multiplied by
1.25; or

(2) The excess of the Actual Contribution Percentage for
the group of eligible Highly Compensated Employees
over the Actual Contribution Percentage for the
group of all other eligible Employees is not more
than two percentage points, and the Actual
Contribution Percentage for the group of eligible
Highly Compensated Employees is not more than the
Actual Contribution Percentage for the group of all
other eligible Employees multiplied by two.

(B) Special Rules.

(1) Matching Contributions and Qualified Nonelective
Contributions will be considered for a Plan Year
only if allocated to the Employee's Account as of
any date within the Plan Year being tested and only
if made before the last day of the twelve month
period immediately following the Plan Year to which
such contributions relate.

(2) A Matching Contribution that is forfeited to correct
Excess Aggregate Contributions, or because the
contribution to which it relates is treated as an
Excess Contribution, Excess Deferral, or Excess
Aggregate Contribution, shall not be taken into
account for purposes of the Actual Contribution
Percentage Test.

(3) The Employer shall maintain records sufficient to
demonstrate satisfaction of the Actual Contribution
Percentage Test, including records showing the
extent to which Qualified Nonelective Contributions
and Elective Deferral Contributions are taken into
account.

1.5 ACTUAL CONTRIBUTION RATIO.

(A) An Employee's Actual Contribution Ratio is the sum of the
Contribution Percentage Amounts allocated to the Employee's
Account for the Plan Year (including any amounts required to
be taken into account under subparagraphs (B)(1) and (B)(2)
of this section) divided by the Employee's Compensation for
the Plan Year. If no Matching Contributions, Qualified
Nonelective Contributions, or Elective Deferral Contributions
are taken into account with respect to an eligible Employee,
the Actual Contribution Ratio of the Employee is zero.

(B) Special Rules.

(1) In the event that this Plan is aggregated with one
or more plans for purposes of section 410(b) of the
Code (other than for purposes of the average benefit
percentage test), or if one or more other plans
satisfy the requirements of section 410(b) of the
Code (other than the average benefit percentage
test) only if aggregated with this Plan, then this
section shall be applied by determining the Actual
Contribution Ratios of Employees as if all such
plans were a single plan. Plans may be aggregated
only if they have the same Plan Year.

(2) The Actual Contribution Ratio of a Highly
Compensated Employee who is eligible to participate
in more than one plan of the Employer to which
employee contributions or Matching Contributions are
made shall be calculated by treating all such plans
in which the Employee is eligible to participate as
one plan. For Plan Years beginning after December
31, 1988, if a Highly Compensated Employee
participates in two or more plans that have
different plan years, all plans ending with or
within the same calendar year shall be treated as a
single plan. However, plans that are not permitted
to be aggregated under Treasury Regulation section
1.401(m)-l(b)(3)(ii) shall not be aggregated for
purposes of this section.

(3) For purposes of determining the Actual Contribution
Ratio of a Participant who is a 5-percent owner or
one of the ten most highly-paid Highly Compensated
Employees, the Contribution Percentage Amounts and
Compensation of such Participant shall include the
Contribution Percentage Amounts (including any
amounts required to be taken into account under
subparagraphs (B)(1) and (B)(2) of this section)
and Compensation for the Plan Year of all Family
Members.

If the Participant is required to be aggregated as a
member of more than one family group under the Plan,
all eligible Employees who are members of those
family groups that include that Employee are
aggregated as one family group.

Family Members, with respect to Highly Compensated
Employees, shall be disregarded as separate
Employees in determining the Actual Contribution
Ratio both for Participants who are Nonhighly
Compensated Employees and for Participants who are
Highly Compensated Employees.

(4) The determination and treatment of the Actual
Contribution Ratio amounts of any Participant shall
satisfy such other requirements as may be prescribed
by the Secretary of the Treasury.

1.6 ACTUAL DEFERRAL PERCENTAGE. The term Actual Deferral Percentage means
the average of the Actual Deferral Ratios of a specified group,
computed to the nearest one-hundredth of one percent.

1.7 ACTUAL DEFERRAL PERCENTAGE TEST.

(A) For each Plan Year, the Plan shall satisfy the Actual
Deferral Percentage Test described in section 401(k)(3) and
the regulations thereunder, which are herein incorporated by
reference.

The Plan satisfies the Actual Deferral Percentage Test for a
Plan Year only if:

(1) The Actual Deferral Percentage for the group of
eligible Highly Compensated Employees is not more
than the Actual Deferral Percentage for the group of
all other eligible Employees multiplied by 1.25; or

(2) The excess of the Actual Deferral Percentage for the
group of eligible Highly Compensated Employees over
the Actual Deferral Percentage for the group of all
other eligible Employees is not more than two
percentage points, and the Actual Deferral
Percentage for the group of eligible Highly
Compensated Employees is not more than the Actual
Deferral Percentage for the group of all other
eligible Employees multiplied by two.

(B) Special Rules.

(1) For purposes of determining the Actual Deferral
Percentage Test, Elective Deferral Contributions,
Qualified Nonelective Contributions, and Qualified
Matching Contributions must be allocated to the
Employee's Account as of a date within the Plan Year
being tested and must be made before the last day of
the twelve-month period immediately following the
Plan Year to which such contributions relate.

(2) The Excess Deferrals of a Highly Compensated
Employee shall be taken into account for purposes of
the Actual Deferral Percentage Test. Conversely, the
Excess Deferrals of an Employee who is a Nonhighly
Compensated Employee shall not be taken into account
for purposes of the Actual Defenal Percentage Test.

(3) The Employer shall maintain records sufficient to
demonstrate satisfaction of the Actual Deferral
Percentage Test, including the extent to which
Qualified Nonelective Contributions and Qualified
Matching Contributions are taken into account.

1.8 ACTUAL DEFERRAL RATIO.

(A) An Employee's Actual Deferral Ratio for the Plan Year is the
sum of the Employee's Deferral Percentage Amounts allocated
to the Employee's Account for the Plan Year (including any
amounts required to be taken into account under subparagraphs
(B)(1) and (B)(2) of this section), divided by the
Employee's Compensation taken into account for the Plan Year.
If an eligible Employee makes no Elective Deferral
Contributions, and no Qualified Matching Contributions or
Qualified Nonelective Contributions are taken into account
with respect to the Employee, the Actual Deferral Ratio of
the Employee is zero.

(B) Special Rules.

shall be applied by determining the Actual Deferral
Ratio of Employees as if all such plans were a
single plan. Plans may be aggregated only if they
have the same Plan Year.

(2) The Actual Deferral Ratio of a Highly Compensated
Employee who is eligible to participate in more than
one cash or deferred arrangement (as described in
section 401(k) of the Code) of the same Employer
shall be calculated by treating all the cash or
deferred arrangements in which the Employee is
eligible to participate as one arrangement. If the
cash or deferred arrangements that are treated as a
single arrangement under the preceding sentence are
parts of plans that have different Plan Years, the
cash or deferred arrangements are treated as a
single arrangement with respect to the Plan Years
ending with or within the same calendar year.
However, plans that are not permitted to be
aggregated under Treasury Regulation section 1.401
(k)-1(b)(3)(ii)(B) are not aggregated for purposes
of this section.

(3) For purposes of determining the Actual Deferral
Ratio of a Participant who is a 5 percent owner or
one of the 10 most Highly Compensated Employees, the
Deferral Percentage Amounts and Compensation of such
Participant shall include the Deferral Percentage
Amounts (including any amounts required to be taken
into account under subparagraphs (B)(1) and (B)(2)
of this section) and Compensation for the Plan Year
of Family Members.

If an Employee is required to be aggregated as a
member of more than one family group under the Plan,
all eligible Employees who are members of those
family groups that include that Employee are
aggregated as one family group.

Family Members, with respect to such Highly
Compensated Employees, shall be disregarded as
separate Employees in determining the Actual
Deferral Percentage both for Participants who are
Non-highly Compensated Employees and for
Participants who are Highly Compensated Employees.

(4) The determination and treatment of the Actual
Deferral Ratio amounts of any Participant shall
satisfy such other requirements as may be prescribed
by the Secretary of the Treasury.

1.9 ANNUITY. The term Annuity means a series of payments made over a
specified period of time which, for a fixed annuity are, of equal,
specified amounts, and for a variable annuity increase or decrease to
reflect changes in investment performance of the underlying portfolio.

1.10 ANNUITY STARTING DATE. The term Annuity Starting Date means the first
day of the first period for which an amount is payable as an Annuity.
In the case of a benefit not payable in the form of an Annuity, the
term Annuity Starting Date means the first day on which all events
have occurred which entitle the Participant to such benefit.

1.11 BENEFICIARY. The Participant's Spouse is the designated Beneficiary of
50% of the Participant's Vested Interest. However, each Participant
shall have the right to designate another Beneficiary in lieu of his
Spouse and to specify the form of death benefit the Beneficiary is to
receive, subject to the requirements of the "Qualified Election"
provisions of Article VIII, Joint and Survivor and/or the form of
death benefit Requirements. The Participant may change the Beneficiary
and/or the form of death benefit at any time, subject to the
requirements of the "Qualified Election" provisions of Article VIII,
Joint and Survivor and/or the form of death benefit Requirements.

In addition, each Participant shall have the right to designate a
Beneficiary for the balance of his Vested Interest that is not
automatically payable to his Spouse and to specify the form of death
benefit each Beneficiary is to receive. This designation is not
subject to the terms of Article VIII.

If any distribution hereunder is made to a Beneficiary in the form of
an Annuity, and if such Annuity provides for a death benefit, then
such Beneficiary shall also have the right to designate a Beneficiary
and to change that Beneficiary from time to time. As an alternative to
receiving the benefit in the form of an Annuity, the Beneficiary may
elect to receive a single cash payment or any other form of payment
provided for in the Plan.

If a Participant who has an Hour of Service on or after August 23,
1984 designates a Beneficiary, other than his Spouse, to receive more
than 50% of his Vested Interest and does not obtain the appropriate
spousal consent, 50% of the Participant's Vested Interest shall first
be paid to his Spouse, after which any remaining benefits shall be
paid to the designated Beneficiary.

If a Beneficiary has not been designated for the portion of the
Participant's Vested Interest that is not automatically payable to his
Spouse, or if no designated Beneficiary survives the Participant, the
Participant's entire Vested Interest shall be distributed to the
Participant's Spouse, if living; otherwise in equal shares to any
surviving children of the Participant. In the event none of the above
named individuals survives the Participant, the Participant's entire
Vested Interest shall be paid to the executor or administrator of the
Participant's estate.

For Purposes of Investment of Contributions as described in Article
XIII, an individual who is designated as an alternate payee in a
qualified domestic relations order (as defined in section 414(p) of
the Code) relating to a Participant's benefits under this Plan shall
be treated as a Beneficiary hereunder, to the extent provided by such
order.

1.12 BOARD OF DIRECTORS. The term Board of Directors means the Employer's
board of directors or other comparable governing body.

1.13 CODE. The term Code means the Internal Revenue Code of 1986, as
amended from time to time.

1.14 COMPENSATION.

(A) The term Compensation means the regular or base salary or
wages paid by the Employer to the Participant for the period
specified in the Plan including the amount of any elective
deferral contributions made in accordance with Code sections
125, 402(e)(3), 402(h) or 403(b) and excluding overtime
payments and bonuses, commissions, compensation for services
on the basis of a percentage of profits, tips, fringe
benefits, or other extra-ordinary compensation.

(B) If for any Plan Year the definition of Compensation stated
above fails to meet the nondiscrimination requirements set
forth in Code section 414(s) and the regulations thereunder,
then for such Plan Year the term Compensation shall mean
Compensation as set forth in Section 5.1 (B), except that
contributions made pursuant to a salary deferral arrangement
shall be included in determining Compensation.

(C) Compensation shall include only that Compensation which is
actually paid to the Participant during the determination
period. Except as provided elsewhere in the Plan, the
determination period shall be the calendar year ending with
or within the Plan Year.

(D) Compensation shall include any amount which is contributed by
the Employer pursuant to a salary reduction agreement and
which is not includible in the gross income of the employee
under sections 125, 402(e)(3), 402(h), or 403(b) of the Code;
Compensation deferred under an eligible deferred compensation
plan within the meaning of section 457(d) of the Code; and
employee contributions described in section 414(h)(2) of the
Code that are picked up by the employing unit and, thus, are
treated as employer contributions.

(E) The annual Compensation of each Participant taken into
account for determining all benefits provided under the Plan
for any determination period shall not exceed $200,000. This
limitation shall be adjusted by the Secretary of the Treasury
at the time and in the same manner as under section 415(d) of
the Code, except that the dollar increase in effect on
January 1 of any calendar year is effective for determination
periods beginning in such calendar year and the first
adjustment to the $200,000 limitation is effected on January
1, 1990. If the period for determining Compensation used in
calculating an Employee's allocation for a determination
period is a short Plan Year (i.e., shorter than 12 months),
the annual Compensation limit is an amount equal to the
otherwise applicable annual Compensation limit multiplied by
a fraction, the numerator of which is the number of months in
the short Plan Year, and the denominator of which is 12.

In determining the Compensation of a Participant for purposes
of this limitation, the rules of section 414(q)(6) of the
Code shall apply, except in applying such rules, the term
"family" shall include only the Spouse of the Participant and
any lineal descendants of the Participant who have not
attained age 19 before the close of the year. If, as a result
of the application of such rules, the adjusted $200,000
limitation is exceeded, then either the limitation shall be
prorated among the affected individuals in proportion to each
such individual's Compensation as determined under this
section prior to the application of this limitation, or the
limitation shall be allocated among the affected individuals
in an objective and nondiscriminatory manner based on a
reasonable, good faith interpretation of section 401(a)(17)
of the Code. The method chosen in the preceding sentence
shall be uniformly applied to all affected individuals in a
Plan Year and shall be applied consistently from year to
year.

If Compensation for any prior determination period is taken
into account in determining an Employee's allocations or
benefits for the current determination period, the
Compensation for such prior determination period is subject
to the applicable annual Compensation limit in effect for
that prior year. For this purpose, for years beginning before
January 1, 1990, the applicable annual Compensation limit is
$200,000.

(F) In addition to other applicable limitations set forth in the
Plan, and notwithstanding any other provision of the Plan to
the contrary, for Plan Years beginning on or after January 1,
1994, the annual Compensation of each Employee taken into
account under the Plan shall not exceed the OBRA '93 annual
Compensation limit. The OBRA '93 annual Compensation limit is
$150,000, as adjusted by the Commissioner for increases in
the cost of living in accordance with section 401(a)(l7)(B)
of the Code. The cost-of-living adjustment in effect for a
calendar year applies to any period, not exceeding 12 months,
over which Compensation is determined (determination period)
beginning in such calendar year. If a determination period
consists of fewer than 12 months, the OBRA '93 annual
Compensation limit will be multiplied by a fraction, the
numerator of which is the number of months in the
determination period, and the denominator of which is 12. For
Plan Years beginning on or after January 1, 1994, any
reference in this Plan to the limitation under section
401(a)(17) of the Code shall mean the OBRA '93 annual
Compensation limit set forth in this provision. If
Compensation for any prior determination period is taken into
account in determining an employee's benefits accruing in the
current Plan Year, the Compensation for that prior
determination period is subject to the OBRA '93 annual

Compensation limit in effect for that prior determination
period. For this purpose, for determination periods beginning
before the first day of the first Plan Year beginning on or
after January 1, 1994, the OBRA '93 annual Compensation limit
is $150,000.

(G) For purposes of the Actual Deferral Percentage Test or the
Actual Contribution Percentage Test, or both, the definition
of Compensation shall be any definition of Compensation that
satisfies Code Section 414(s) or 415(c)(3).

1.15 CONSIDERED NET PROFITS. The term Considered Net Profits means the
entire amount of the accumulated or current operating profits
(excluding capital gains from the sale or involuntary conversion of
capital or business assets) of the Employer after all expenses and
charges other than (i) the contributions made by the Employer to the
Plan, and (ii) federal or state or local taxes based upon or measured
by income, as determined by the Employer, either on an estimated basis
or a final basis, in accordance with the generally accepted accounting
principles used by the Employer. When the amount of Considered Net
Profits has been determined by the Employer, and the contributions are
made by the Employer on the basis of such determination, for any Plan
Year, such determination and contribution shall be final and
conclusive and shall not be subject to change because of any
adjustments in income or expense which may be required by the Internal
Revenue Service or otherwise. Such determination and contribution
shall not be open to question by any Participant either before or
after the contributions by the Employer have been made.

1.16 CONTRIBUTION PERCENTAGE AMOUNTS. The term Contribution Percentage
Amounts means the sum of the Matching Contributions and Qualified
Matching Contributions (to the extent not taken into account for
purposes of the Actual Deferral Percentage Test) made under the Plan
on behalf of the Employee for the Plan Year. The term Contribution
Percentage Amounts also includes Qualified Nonelective Contributions
and Elective Deferral Contributions treated as Matching Contributions
and taken into account in determining the Employee's Actual
Contribution Ratio for the Plan Year.

1.17 CONTRIBUTION PERIOD. The term Contribution Period means that regular
period specified by the Employer in Article IV for which contributions
shall be made.

1.18 DEFERRAL PERCENTAGE AMOUNTS. The term Deferral Percentage Amounts
means an Employee's Elective Deferral Contributions for the Plan Year.
The term Deferral Percentage Amounts also includes Qualified
Nonelective Contributions and Qualified Matching Contributions treated
as Elective Deferral Contributions and taken into account in
determining the Employee's Actual Deferral Ratio for the Plan Year.

1.19 DISABILITY. The term Disability means a Participant is disabled, as a
result of sickness or injury, to the extent that he is prevented from
engaging in any substantial gainful activity, and is eligible for and
receives a disability benefit under Title II of the Federal Social
Security Act. If the Participant is not covered under Title II of the
Federal Social Security Act, the Plan Administrator shall determine if
the Participant is totally disabled based on uniform,
nondiscriminatory guidelines, such as being prevented from engaging in
any substantial gainful activity for a period of six months,
established by the Plan Administrator.

1.20 DISABILITY RETIREMENT DATE. The term Disability Retirement Date means
the first day of the month after the Plan Administrator has determined
that a Participant's incapacity is a Disability.

1.21 EFFECTIVE DATE. The term Effective Date means October 1, 1992.

1.22 ELECTIVE DEFERRAL CONTRIBUTION. The term Elective Deferral
Contribution means any Employer Contribution made to the Plan at the
election of the Participant, in lieu of cash compensation, and
includes contributions made pursuant to a Salary Deferral Agreement or
other deferral mechanism.

Solely for purposes of the dollar limitation specified in section
402(g) of the Code, with respect to any taxable year, a Participant's
Elective Deferral Contributions are the sum of all employer
contributions made on behalf of such Participant pursuant to an
election to defer under any qualified cash or deferred arrangement as
described in section 401(k) of the Code, any simplified employee
pension cash or deferred arrangement described in section 402(h)(1)(B)
of the Code, any plan as described under section 501(c)(18) of the
Code, and any employer contributions made on behalf of a Participant
for the purchase of a tax sheltered annuity contract under section
403(b) of the Code pursuant to a salary reduction agreement.

The term Elective Deferral Contribution shall not include any
deferrals properly distributed as excess annual additions.

1.23 EMPLOYEE. The term Employee means an individual who performs services
for the Employer and who is either a common law employee of the
Employer or a self-employed individual/owner employee treated as an
Employee pursuant to Code section 401(c)(1). The term Employee also
includes a Leased Employee who is treated as an Employee of the
Employer-recipient pursuant to the provisions of Code section 414(n)
or 414(o). For purposes of determining the Highly Compensated
Employees, the Employer may elect, on a reasonable and consistent
basis, to treat such Leased Employees covered by a plan described in
Code section 414(n)(5) as Employees.

1.24 EMPLOYEE CONTRIBUTIONS. The term Employee Contributions means any
contributions to the Plan or any other plan that are designated or
treated at the time of contribution as after-tax Employee
Contributions and are allocated to a separate account to which the
attributable earnings and losses are allocated. Such term includes
Employee Contributions applied to the purchase of life insurance
policies.

Such term does not include repayment of loans or employee
contributions transferred to this Plan.

1.25 EMPLOYER. The term Employer means LCI International Management
Services, Inc. and any successor organization to such Employer which
elects to continue the Plan. In the case of a group of employers which
constitutes a controlled group of corporations (as defined in Code
section 414(b)), or which constitutes trades or businesses (whether or
not incorporated) which are under common control (as defined in Code
section 414(c)), or which constitutes an affiliated service group (as
defined in Code section 414(m)), all such employers shall be
considered a single employer for purposes of participation, vesting,
Top-Heavy provisions and determination of Highly Compensated
Employees.

1.26 EMPLOYER CONTRIBUTION. The term Employer Contribution means any
contribution made to the Plan by the Employer on behalf of a
Participant, other than a Rollover Contribution or a mandatory or .
voluntary contribution made to the Plan by the Employee that is
treated at the time of contribution as an after-tax employee
contribution.

1.27 ENTRY DATE. The term Entry Date means either the Effective Date or the
January 1, April 1, July 1 or October 1 thereafter when an Employee
who has fulfilled the eligibility requirements commences participation
in the Plan.

Any Employee who has satisfied the maximum eligibility requirements
permissible under ERISA, shall be eligible to commence participation
in this Plan no later than the earlier of (A) or (B) below, as
applicable, provided that the Employee has not separated from the
Service of the Employer:

(A) The first day of the first Plan Year beginning after the date
on which the Employee satisfied such requirements; or

(B) The date six months after the date on which the Employee
satisfied such requirements.

If an Employee is not in the active Service of the Employer as of his
initial Entry Date, his subsequent Entry Date shall be the date he
returns to the active Service of the Employer, provided he still meets
the eligibility requirements. If an Employee does not enroll as a
Participant as of his initial Entry Date, his subsequent Entry Date
shall be the applicable Entry Date as specified above when the
Employee actually enrolls as a Participant.

1.28 ERISA. The term ERISA means the Employee Retirement Income Security
Act of 1974 (PL 93-406) as it may be amended from time to time, and
any regulations issued pursuant thereto as such Act and such
regulations affect this Plan and Trust.

1.29 EXCESS AGGREGATE CONTRIBUTIONS

(A) The term Excess Aggregate Contributions means, with respect
to any Plan Year, the excess of the aggregate amount of the
Contribution Percentage Amounts actually made on behalf of
Highly Compensated Employees for the Plan Year (including any
amounts required to be taken into account under subparagraphs
(B)(1) and (B)(2) of Section 1.5 of the Plan), over the
maximum amount of contributions permitted under the Actual
Contribution Percentage Test. The amount of Excess Aggregate
Contributions for each Highly Compensated Employee is
determined by using the method described in paragraph (B) of
this section.

(B) The amount of Excess Aggregate Contributions for a Highly
Compensated Employee for a Plan Year is the amount (if any)
by which the Employee's Matching Contributions must be
reduced for the Employee's Actual Contribution Ratio to equal
the highest permitted Actual Contribution Ratio under the
Plan.

To calculate the highest permitted Actual Contribution Ratio
under the Plan, the Actual Contribution Ratio of the Highly
Compensated Employee with the highest Actual Contribution
Ratio is reduced by the amount required to cause the
Employee's Actual Contribution Ratio to equal the ratio of
the Highly Compensated Employee with the next highest Actual
Contribution Ratio. If a lesser reduction would enable the
Plan to satisfy the Actual Contribution Percentage Test, only
this lesser reduction may be made. This process shall be
repeated until the Plan satisfies the Actual Contribution
Percentage Test. The highest Actual Contribution Percentage
Ratio remaining under the Plan after leveling is the highest
permitted Actual Contribution Ratio.

For each Highly Compensated Employee, the amount of Excess
Aggregate Contributions for a Plan Year is equal to the total
Contribution Percentage Amounts (including any amounts
required to be taken into account under subparagraphs (B)(1)
and (B)(2) of Section 1.5 of the Plan), minus the amount
determined by multiplying the Employees's highest permitted
Actual Contribution Ratio (determined after application of
this section) by the compensation used in determining the
ratio.

1.30 EXCESS CONTRIBUTION.

(A) The term Excess Contribution means, with respect to a Plan
Year, the excess of Deferral Percentage Amounts made on
behalf of eligible Highly Compensated Employees for the Plan
Year (including any amounts required to be taken into account
under subparagraphs (B)(1) and (B)(2)

of Section 1.8 of the Plan) over the maximum amount of such
contributions permitted under the Actual Deferral Percentage
Test for the Plan Year. The amount of Excess Contributions
for each Highly Compensated Employee is determined by using
the method described in paragraph (B) of this section.

(B) The amount of Excess Contributions for a Highly Compensated
Employee for a Plan Year is the amount (if any) by which the
Employee's Elective Deferral Contributions must be reduced
for the Employee's Actual Deferral Ratio to equal the highest
permitted Actual Deferral Ratio under the Plan.

To calculate the highest permitted Actual Deferral Ratio
under the Plan, the Actual Deferral Ratio of the Highly
Compensated Employee with the highest Actual Deferral Ratio
is reduced by the amount required to cause the Employee's
Actual Deferral Ratio to equal the ratio of the Highly
Compensated Employee with the next highest Actual Deferral
Ratio. If a lesser reduction would enable the arrangement to
satisfy the Actual Deferral Percentage Test, only this lesser
reduction shall be made. This process shall be repeated until
the cash or deferred arrangement satisfies the Actual
Deferral Percentage Test. The highest Actual Deferral Ratio
remaining under the Plan after leveling is the highest
permitted Actual Deferral Ratio.

1.31 EXCESS DEFERRALS. The term Excess Deferrals means those Elective
Deferral Contributions that are includible in a Participant's gross
income under section 402(g) of the Code to the extent such
Participant's Elective Deferral Contributions for a taxable year
exceed the dollar limitation under such Code section.

1.32 FAIL-SAFE CONTRIBUTION. The term Fail-Safe Contribution means a
Nonelective Contribution, designated by the Employer at the time of
contribution as a Qualified Nonelective Contribution, which is
contributed to the Plan solely for the purposes of satisfying either
the Actual Deferral Percentage Test or the Actual Contribution
Percentage Test and is made in accordance with the provisions of
Article IV of this Plan.

1.33 FAMILY MEMBER. The term Family Member means, with respect to any
Employee, such Employee's Spouse and lineal ascendants and descendants
and the spouses of such lineal ascendants and descendants.

1.34 FIDUCIARY. The term Fiduciary means any, or all, of the following, as
applicable:

(A) Any Person who exercises any discretionary authority or
control respecting the management of the Plan or its assets;
or

(B) Any Person who renders investment advice for a fee or other
compensation, direct or indirect, respecting any monies or
other property of the Plan or has authority or responsibility
to do so; or

(D) Any Person who has been designated by a Named Fiduciary
pursuant to authority granted by the Plan, who acts to carry
out a fiduciary responsibility, subject to any exceptions
granted directly or indirectly by ERISA.

1.35 FORFEITURE. The term Forfeiture means the amount, if any, by which the
value of a Participant's Account exceeds his Vested Interest following
such Participant's Termination of Employment, and at the time
specified in Section 9.1.

1.36 HIGHLY COMPENSATED EMPLOYEE. The term Highly Compensated Employee
means any Highly Compensated Active Employee or Highly Compensated
Former Employee as further defined herein.

For purposes of the determination of Highly Compensated Employees, the
term Compensation means Compensation as defined in Article V of the
Plan, but includes the amount of any elective contributions made by
the Employer on the Employee's behalf to a cafeteria plan established
in accordance with the provisions of Code section 125, a qualified
cash or deferred arrangement in accordance with the provisions of Code
section 402(e)(3), a simplified employee pension plan in accordance
with the provisions of Code section 402(h), or a tax sheltered annuity
plan maintained in accordance with the provisions of Code section
403(b).

A "Highly Compensated Active Employee" is any Employee who performs
services for the Employer during the current Plan Year and who, during
the current Plan Year or the calendar year ending with the current
Plan Year:

(A) Owns (or is considered to own within the meaning of section
318 of the Code, as modified by section 416(i)(1)(B)(iii) of
the Code), more than 5% of the outstanding stock of the
Employer or stock possessing more than 5% of the total
combined voting power of all stock of the Employer, or, if
the Employer is other than a corporation, owns more than 5%
of the capital or profits interest in the Employer. The
determination of 5% ownership shall be made separately for
each member of a controlled group of corporations (as defined
in Code section 414(c)), or of a group of trades or
businesses (whether or not incorporated) that are under
common control (as defined in Code section 414(c)), or of an
affiliated service group (as defined in Code section 414(m));
or

(B) Receives Compensation in excess of $75,000 multiplied by the
applicable cost-of-living adjustment factor prescribed under
Code section 415(d) and then prorated in the case of a short
Plan Year; or

(C) Receives Compensation in excess of $50,000, as adjusted for
cost-of-living increases in accordance with Code section
415(d) and then prorated in the case of a short Plan Year,
and is in the top 20% of Employees ranked by Compensation; or

(D) Is, at any time, an officer of the Employer and receives
Compensation in excess of 50% of the amount in effect under
Code section 415(b)(1)(A) for the applicable period.

If no officer receives Compensation in excess of the amount
specified above, the highest paid officer for the applicable
period shall be a Highly Compensated Employee.

In no event if there are more than 500 Employees, shall more
than 50 Employees or, if there are less than 500 Employees,
shall the greater of three Employees or 10% of all Employees,
be taken into account as officers.

In determining both the top 20% of Employees ranked by Compensation
for purposes of paragraph (C) above, and officers of the Employer for
purposes of paragraph (D) above, Employees who have not completed six
months of Service by the end of the applicable period, Employees who
normally work less than 17-1/2 hours per week, Employees who normally
work less than six months during a year, Employees who have not
attained 21, and nonresident aliens who receive no earned income from
U.S. sources shall be excluded.

Also excluded under the above paragraph are Employees who are covered
by an agreement which the Secretary of Labor finds to be a collective
bargaining agreement. Such Employees will be excluded only

if retirement benefits were the subject of good faith bargaining, 90%
of the Employees of the Employer are covered by the agreement, and the
Plan covers only Employees who are not covered by the agreement.

Notwithstanding the above provisions, an Employee, other than a 5%
owner as described in paragraph (a) above who was not highly
compensated in the calendar year ending with or within the current
Plan Year will not be considered to be a Highly Compensated Employee
in the current Plan Year unless such Employee is one of the top 100
Employees ranked by Compensation for the current Plan Year.

A "Highly Compensated Former Employee" is any former Employee who
separated from Service with the Employer in a Plan Year preceding the
current Plan Year and was a Highly Compensated Active Employee in
either:

(A) the Plan Year in which his separation from Service occurred;
or

(B) any Plan Year ending on or after such former Employee's 55th
birthday.

A former Employee is an Employee who performs no services for the
Employer during a Plan Year (for example, by reason of a leave of
absence).

1.37 INACTIVE PARTICIPANT. The term Inactive Participant means any
Participant who does not currently meet the requirements to be an
Active Participant due to a suspension of the performance of duties
for the Employer.

In addition, a Participant who ceases to meet the eligibility
requirements in accordance with Section 3.1 shall be considered an
Inactive Participant.

1.38 INSTALLMENT REFUND ANNUITY. The term Installment Refund Annuity means
an annuity which provides fixed monthly payments for a period certain
of not less than three nor more than 15 years. If the Participant dies
before the period certain expires, the annuity will be paid to the
Participant's Beneficiary for the remainder of the period certain. The
period certain shall be chosen by the Participant at the time the
annuity is purchased, and the Installment Refund Annuity will be the
amount of benefit which can be purchased with the Participant's Vested
Interest. The Installment Refund Annuity is not a life annuity and in
no event shall the period certain extend to a period which equals or
exceeds the life expectancy of the Participant.

1.39 JOINT AND SURVIVOR ANNUITY. The term Joint and Survivor Annuity means
an Annuity for the life of the Participant with a survivor Annuity for
the life of the Participant's Spouse which is not less than one-half,
nor greater than, the amount of the Annuity payable during the joint
lives of the Participant and the Participant's Spouse. The Joint and
Survivor Annuity will be the amount of benefit which can be purchased
with the Participant's vested account balance. In the case of an
unmarried Participant, Joint and Survivor Annuity means an Annuity
payable over the Participant's life.

1.40 LATE RETIREMENT DATE. The term Late Retirement Date means the first
day of the month coinciding with or next following the date a
Participant is separated from Service with the Employer after his
Normal Retirement Age, for any reason other than death.

1.41 LEASED EMPLOYEE. The term Leased Employee means any person (other than
an Employee of the recipient) who, pursuant to an agreement between
the recipient and any other person ("leasing organization"), has
performed services for the recipient (or for the Employer and related
persons determined in accordance with Code section 414(n)(6)) on a
substantially full-time basis for a period of

at least one year, and such services are of a type historically
performed by employees in the business field of the recipient
Employer.

1.42 MATCHING CONTRIBUTIONS. The term Matching Contributions means
contributions made by the Employer to the Plan on behalf of a
Participant on account of either Elective Deferral Contributions, if
any, Employee Contributions, if any, or required contributions, if
any.

1.43 NAMED FIDUCIARY. The term Named Fiduciary means the Plan
Administrator, the Trustee and any other Fiduciary designated in
writing by the Employer, and any successor thereto.

1.44 NONHIGHLY COMPENSATED EMPLOYEE. The term Nonhighly Compensated
Employee means an Employee who is not a Highly Compensated Employee.

1.45 NONELECTIVE CONTRIBUTIONS. The term Nonelective Contributions means
contributions made by the Employer (other than Matching Contributions)
that the Participant may not elect to have paid in cash or other
benefits instead of being contributed to the Plan.

1.46 NORMAL RETIREMENT AGE. The term Normal Retirement Age means the date
the Participant attains age 65.

1.47 NORMAL RETIREMENT DATE. The term Normal Retirement Date means the
first day of the month coinciding with or next following the date a
Participant attains his Normal Retirement Age.

1.48 PARTICIPANT. The term Participant means any Employee of the Employer,
who is or becomes eligible under this Plan in accordance with its
provisions and shall include any Active Participant, Inactive
Participant and for purposes of Investment of Contributions as
described in Article XIII of the Plan, former participant. Former
Participants shall include those Participant's who upon termination of
employment defer distribution in accordance with Section 6.2 of the
Plan.

1.49 PARTICIPANT'S ACCOUNT. The term Participant's Account means the sum of
the following sub-accounts held on behalf of each Participant:

- Elective Deferral Contributions, if any, and earnings
thereon.

- Matching Contributions, if any, and earnings thereon.

- Qualified Matching Contributions, if any, and earnings
thereon.

- Qualified Nonelective Contributions, if any, and earnings
thereon.

- Rollover Contributions, if any, and earnings thereon.

A Participant's Account shall be invested in accordance with the rules
established by the Plan Administrator, which shall be applied in a
consistent and nondiscriminatory manner.

1.50 PARTICIPANT'S EMPLOYER STOCK ACCOUNT. The term Participant's Employer
Stock Account means that portion, if any, of the Participant's Account
which is invested in shares of the Employer's stock. Such
Participant's Employer Stock Account shall be credited with dividends
paid, if any. Such Participant's Employer Stock Account will be valued
on the last day of each month that the public exchange over which the
Employer's stock is traded is open for unrestricted trading.

Amounts which are to be invested in the Participant's Employer Stock
Account may be invested in any short-term account prior to actual
investment in the Participant's Employer Stock Account. The Trustee
will vote the shares of the Employer's stock invested in the
Participant's Employer Stock Account.

The ability of a Participant who is subject to the reporting
requirements of Section 16(a) of the Securities Exchange Act of 1934
(the "Act") to make withdrawals or investment changes involving the
Participant's Employer Stock Account may be restricted by the Plan
Administrator to comply with the rules under Section 16(b) of the Act.

1.51 PERSON. The term Person means any natural person, partnership,
corporation, trust or estate.

1.52 PLAN. The term Plan means LCI International 401(k) Savings Plan, the
terms of which are set forth herein as it may be amended from time to
time.

1.53 PLAN ADMINISTRATOR. The terms Plan Administrator and Administrator are
used interchangeably throughout the Plan and shall mean the Employer.

1.54 PLAN YEAR. The term Plan Year means the 12-month period commencing on
January 1 and ending on the following December 31.

1.55 QUALIFIED MATCHING CONTRIBUTIONS. The term Qualified Matching
Contributions shall mean Matching Contributions which are subject to
the distribution and nonforfeitability requirements under section
401(k) of the Code when made.

1.56 QUALIFIED NONELECTIVE CONTRIBUTIONS. The term Qualified Nonelective
Contributions shall mean Nonelective Contributions which are subject
to the distribution and nonforfeitability requirements under section
401(k) of the Code when made.

1.57 ROLLOVER CONTRIBUTION. The term Rollover Contribution means an amount
representing all or part of a distribution from a pension or
profit-sharing plan meeting the requirements of Code section 401(a)
that is eligible for rollover to this Plan in accordance with the
requirements set forth in Code section 402 or Code section 408(d)(3),
whichever is applicable.

1.58 SALARY DEFERRAL AGREEMENT. The term Salary Deferral Agreement means an
agreement between a Participant and the Employer to defer the
Participant's Compensation for the purpose of making Elective Deferral
Contributions to the Plan.

1.59 TERMINATION OF EMPLOYMENT. The term Termination of Employment means a
severance of the Employer-Employee relationship which occurs prior to
a Participant's Normal Retirement Age for any reason other than
Disability or death.

1.60 TRUST. The term Trust means the trust agreement entered into by the
Employer, the Administrator and the Trustee.

1.61 TRUSTEE. The term Trustee means one or more persons collectively
appointed and acting under the trust agreement, and any successor
thereto.

1.62 VESTED INTEREST. The term Vested Interest on any date means the
nonforfeitable right to an immediate or deferred benefit in the amount
which is equal to the following:

(A) the value on that date of that portion of the Participant's
Account that is attributable to the following contributions:

- Elective Deferral Contributions, if any

- Rollover Contributions, if any

- Qualified Matching Contributions, if any

- Qualified Nonelective Contributions, if any

(B) plus the value on that date of that portion of the
Participant's Account that is attributable to and derived
from:

- Matching Contributions, if any

Such contributions pursuant to Subsection (B), plus the
earnings thereon, shall be, at any relevant time, a part of
the Participant's Vested Interest equal to an amount ("X")
determined by the following formula:

X = P(AB + D)- D

For the purposes of applying this formula:

P = The Participant's Vesting Percentage at
the relevant time.

AB = The account balance attributable to
such contributions, plus the earnings
thereon, at the relevant time.

D = The amount of the distribution.

1.63 VESTING PERCENTAGE. The term Vesting Percentage means the
Participant's nonforfeitable interest in contributions made by the
Employer credited to his account that are not 100% immediately vested,
plus the earnings thereon, computed as of the date of determining such
percentage because of the occurrence of some event in accordance with
the following schedule based on Years of Service after December 31,
1991 with the Employer:

Years of Service Vesting Percentage
---------------- ------------------

Less than five 0%
five or more 100%

However, if an Active Participant reaches age 65, dies prior to
attaining his Normal Retirement Age, or becomes totally disabled his
Vesting Percentage shall be 100%.

ARTICLE II
SERVICE

2.1 SERVICE. The term Service means active employment with the Employer as
an Employee. For purposes of determining Service, employment with any
company which is under common control with the Employer as specified
in section 414 of the Internal Revenue Code shall be treated as
employment with the Employer.

2.2 ABSENCE FROM EMPLOYMENT. Absence from employment on account of a leave
of absence authorized by the Employer pursuant to the Employer's
established leave policy will be counted as employment with the
Employer provided that such leave of absence is of not more than two
years' duration. Absence from employment on account of active duty
with the Armed Forces of the United States will be counted as
employment with the Employer. If the Employee does not return to
active employment with the Employer, his Service will be deemed to
have ceased on the date the Administrator receives notice that such
Employee will not return to the active Service of the Employer. The
Employer's leave policy shall be applied in a uniform and
nondiscriminatory manner to all Participants under similar
circumstances.

2.3 HOUR OF SERVICE. The term Hour of Service means a period of Service
during which an Employee shall be credited with one Hour of Service as
described in (A), (B), (C), and (D) below:

(A) Each hour for which an Employee is directly or indirectly
paid, or entitled to payment, by the Employer for the
performance of duties. These hours shall be credited to the
Employee for the computation period or periods in which the
duties are performed; and

(B) Each hour for which an Employee is directly or indirectly
paid, or entitled to payment, by the Employer for reasons
(such as vacation, sickness or Disability) other than for the
performance of duties. Hours under this Subsection shall be
calculated and credited pursuant to section 2530.200b-2 of
the Department of Labor Regulations which are incorporated
herein by this reference; and

(C) Each hour for which back pay, irrespective of mitigation of
damages, has been either awarded or agreed to by the
Employer. These hours shall be credited to the Employee for
the computation period or periods to which the award or
agreement pertains rather than the computation period in
which the award, agreement or payment is made; and

(D) Each hour for which an Employee is on an authorized unpaid
leave (such as service with the Armed Forces, jury duty,
educational leave). These hours shall be credited to the
Employee for the computation period or periods in which such
authorized leave takes place. However, no more than 501 hours
shall be credited under this subparagraph (D).

Hours of Service will be credited for employment with other members of
an affiliated service group (under Internal Revenue Code section
414(m)), a controlled group of corporations (under Internal Revenue
Code section 414(b)), or a group of trades or businesses under common
control (under Internal Revenue Code section 414(c)), of which the
adopting employer is a member. Hours of Service will also be credited
for any individual considered an Employee under Internal Revenue Code
section 414(n).

Solely for purposes of determining whether a One-Year Break in
Service, as defined in Section 2.4, for participation and vesting
purposes has occurred in a computation period, an individual who is
absent from work for maternity or paternity reasons shall receive
credit for the Hours of Service which would otherwise have been
credited to such individual but for such absence, or in any case in
which such hours cannot be determined, eight Hours of Service per day
of such absence. For purposes of this paragraph, an absence from work
for maternity or patemiry reasons means an absence (1) by reason of
the pregnancy of the individual, (2) by reason of a birth of a child
of the individual, (3) by reason of the placement of a child with the
individual in connection with the adoption of such child by such
individual, or (4) for purposes of caring for such child for a period
beginning immediately following such birth or placement. The Hours of
Service credited under this paragraph shall be credited (1) in the
computation period in which the absence begins if the crediting is
necessary to prevent a Break in Service in that period, or (2) in all
other cases, in the following computation period.

2.4 ONE-YEAR BREAK IN SERVICE. Except as provided below regarding
eligibility, the term One-Year Break in Service means any Plan Year
during which an Employee fails to complete more than 500 Hours of
Service.

2.5 DETERMINING VESTING PERCENTAGE. Vesting credit shall be given for each
Year of Service except those periods specified in Section 2.7.

If a Participant completes less than 1,000 Hours of Service during a
Plan Year while remaining in the Service of the Employer, his Vesting
Percentage shall not be increased for such Plan Year. However, at such
time as the Participant again completes at least 1,000 Hours of
Service in any subsequent Plan Year, his Vesting Percentage shall then
take into account all Year(s) of Service with the Employer except
those specified in Section 2.7.

If an individual who ceases to be an Employee and is subsequently
rehired as an Employee enrolls (or re-enrolls) in the Plan, upon his
participation (or subsequent participation) his Vesting Percentage
shall then take into account all Year(s) of Service except those
specified in Section 2.7.

2.6 YEAR(S) OF SERVICE. The term Year(s) of Service means a
12-consecutive-month period during which an Employee has completed at
least 1,000 Hours of Service.

(A) Eligibility Computation Period.

For purposes of determining Years of Service and Breaks in
Service for eligibility, the twelve-consecutive-month period
shall begin with the date on which an Employee's employment
commenced and, where additional periods are necessary, on
succeeding anniversaries of his employment commencement date.
The employment commencement date is the date on which the
Employee first performs an Hour of Service for the Employer
maintaining the Plan.

The eligibility requirement specified in Article III is one
or more full Years of Service. Such requirement shall be met
upon completion of at least 1,000 Hours of Service for each
Year of Service specified.

(B) Vesting Computation Period.

In computing Years of Service and Breaks in Service for
vesting, the 12-consecutive-month period shall be the Plan
Year. However, active participation as of the last day of the
Plan Year is not required in order for a Participant to be
credited with a Year of Service for vesting purposes.

For purposes of the Vesting Computation Period, if any Plan
Year is less than 12-consecutive months, and if a Participant
would have been credited with a Year of Service during the
12-consecutive-month period beginning on the first day of the
short Plan Year, then the Participant will receive a Year of
Service for the short Plan Year. The Participant receives
credit for an additional Year of Service if the Participant
would have been credited with a Year of Service for the Plan
Year immediately following the short Plan Year.

2.7 EXCLUDED YEARS OF SERVICE. In determining the Vesting Percentage of an
Employee, all Years of Service with the Employer shall be taken into
account except:

- Plan Years during which a Participant did not complete at
least 1,000 Hours of Service.

- Years of Service prior to 1992.

2.8 PREDECESSOR ORGANIZATION SERVICE. For purposes of this Article,
Service with a predecessor organization of the Employer shall be
treated as Service with the Employer in any case in which the Employer
maintains the Plan of such predecessor organization.

ARTICLE III
ELIGIBILITY, ENROLLMENT AND PARTICIPATION

3.1 ELIGIBILITY. Each Employee who was a Participant prior to the
Effective Date and who is in the Service of the Employer on the
Effective Date shall continue as a Participant in the Plan. Each
Employee who was hired before October 1, 1992 shall be eligible to
become a Participant immediately provided he is a member of the
eligible class of Employees. Each other Employee, excluding a
Contract/Leased Employee, shall be eligible to become a Participant as
of the Effective Date or the Entry Date thereafter when he first meets
the following requirement(s):

- One Year of Service

- Not a non-resident alien with no U.S.-source income

3.2 ENROLLMENT AND PARTICIPATION. Each eligible Employee may enroll as of
his Entry Date by completing and delivering to the Administrator an
enrollment form and, if applicable, a Salary Deferral Agreement. He
will then become a Participant as of his Entry Date.

3.3 RE-EMPLOYED EMPLOYEE. In the case of an individual who ceases to be an
Employee and is subsequently rehired as an Employee, the following
provisions shall apply in determining his eligibility to again
participate in the Plan:

(A) If the Employee had met the eligibility requirement(s)
specified in Section 3.1 prior to his separation from
employment, he shall become an Active Participant in the Plan
as of the date he is re-employed, after completing the
applicable form(s), in accordance with Section 3.2.

(B) If the Employee had not met the eligibility requirement(s)
specified in Section 3.1 prior to his separation from
employment, he shall be eligible to participate in the Plan
on the first Entry Date following his fulfillment of such
eligibility requirement(s).

For purposes of this Subsection, all Years of Service with the
Employer, including any Years of Service prior to any Breaks in
Service, shall be taken into account.

3.4 ELIGIBLE CLASS. In the event a Participant becomes ineligible to
participate because he is no longer a member of an eligible class of
Employees, such Employee shall participate immediately upon his return
to an eligible class of Employees.

In the event an Employee who is not a member of the eligible class of
Employees becomes a member of the eligible class, such Employee shall
participate immediately if such Employee has satisfied the minimum
service requirement and would have previously become a Participant had
he been in the eligible class.

ARTICLE IV
CONTRIBUTIONS

4.1 ELECTIVE DEFERRAL CONTRIBUTIONS. Each Active Participant may enter
into a written Salary Deferral Agreement with the Employer in an
amount equal to not less than 1% nor more than 15% of his Compensation
for the Contribution Period which shall be the Employer's then current
pay period. In consideration of such agreement, the Employer will make
a contribution for each Contribution Period on behalf of the
Participant in an amount equal to the total amount by which the
Participant's Compensation from the Employer was deferred during the
Contribution Period pursuant to the Salary Deferral Agreement then in
effect. Elective Deferral Contributions shall be paid by the Employer
to the Trust not less frequently than monthly, but in no event later
than 90 days following the date the amounts were deferred.

Salary Deferral Agreements shall be govemed by the following
provisions:

(A) Amounts contributed pursuant to a Salary Deferral Agreement
shall be 100% vested and non-forfeitable at all times.

(B) No Participant shall be permitted to have Elective Deferral
Contributions made under this Plan, or any other qualified
plan maintained by the Employer, during any taxable year, in
excess of the dollar limitation contained in section 402(g)
of the Code in effect at the beginning of the taxable year.
However, this $7,000 limit shall not apply to certain amounts
deferred in 1987 that were attributable to Service performed
in 1986.

(C) Amounts contributed pursuant to a Salary Deferral Agreement,
which are not in excess of the limit described in Subsection
(B) above, shall be subject to the Limitations on Allocations
in accordance with Article V. Elective Deferral Contributions
that are in excess of the limit described in Subsection (B)
shall also be subject to the Limitations on Allocations in
accordance with Article V.

(D) A Salary Deferral Agreement may be changed by a Participant
four times during the Plan Year, on January 1, April 1, July
1, and October 1, by filing written notice thereof with the
Administrator. Such notice shall be effective, and the Salary
Deferral Agreement shall be changed on the date specified in
such notice or as soon as administratively possible, which
date must be at least 15 days after such notice is filed.

(E) Elective Deferral Contributions shall be subject to the
Actual Deferral Percentage Test limitations.

(F) Correction of Excess Contributions.

(1) If the Employer determines prior to the end of the
Plan Year that the Actual Deferral Percentage Test
may not be satisfied, the Employer may take the
corrective action specified in Section 4.11 of the
Plan.

(2) If, after the end of the Plan Year, the Employer
determines that the Plan will fail the Actual
Deferral Percentage Test, the Employer shall take
the corrective action specified in Section 4.13 or
Section 4.16 of the Plan, or a combination of such
corrective actions,

in order to ensure that the Plan does not fail the
Actual Deferral Percentage Test for the Plan Year
being tested.

4.2 MATCHING CONTRIBUTIONS. The Employer's Board of Directors may
establish a Matching Contribution rate for each calendar year. This
Matching Contribution rate will be applied on a percentage basis to
Elective Deferral Contributions made by Employees during that calendar
year, subject to the Limitations on Allocations specified in Article
V. The Matching Contribution shall be paid to the Trust not less
frequently than monthly. Matching Contributions shall be subject to
the Actual Contribution Percentage Test. The Employer may designate at
the time of contribution that all or a portion of such Matching
Contribution be treated as Qualified Matching Contributions.

If the Employer determines prior to the end of the Plan Year that the
Actual Contribution Percentage Test may not be satisfied, the Employer
may take the corrective action specified in Section 4.12 of the Plan.

If, after the end of the Plan Year, the Employer determines that the
Plan will fail the Actual Contribution Percentage Test, the Employer
shall take the corrective action specified in Section 4.14 or Section
4.16 of the Plan, or a combination of such corrective actions, in
order to ensure that the Plan does not fail the Actual Contribution
Percentage Test for the Plan Year being tested.

Such Matching Contribution shall be allocated as of the last day of
the Contribution Period for which such contribution is made to each
Participant who:

- is an Active Participant as of any day of the Contribution
Period.

Notwithstanding the above provision, an allocation will be made on
behalf of a Participant who dies, retires, or becomes disabled during
the Contribution Period.

4.3 FAIL-SAFE CONTRIBUTION. The Employer reserves the right to make a
discretionary Nonelective Contribution to the Plan for any Plan Year,
if the Employer determines that such a contribution is necessary to
ensure that either the Actual Deferral Percentage Test or the Actual
Contribution Percentage Test will be satisfied for that Plan Year.
Such amount shall be designated by the Employer at the time of
contribution as a Qualified Nonelective Contribution and shall be
known as a Fail-Safe Contribution.

The Fail-Safe Contribution shall be made on behalf of all eligible
non-Highly Compensated Employees who are Participants and who are
considered under the Actual Deferral Percentage Test or the Actual
Contribution Percentage Test. This contribution shall be allocated to
the Participant's Account of each such Participant in an amount equal
to a fixed percentage of such Participant's Compensation. The fixed
percentage shall be equal to the minimum fixed percentage necessary to
be contributed by the Employer on behalf of each eligible non-Highly
Compensated Employee who is a Participant so that the Actual Deferral
Percentage Test or the Actual Contribution Percentage Test is
satisfied.

The Fail-Safe Contribution for any Plan Year as determined above shall
be paid to the Trust at the end of the Plan Year, or as soon as
possible on or after the last day of such Plan Year, but in no event
later than the date which is prescribed by law for filing the
Employer's income tax return, including any extensions thereof.

4.4 PROFITS NOT REQUIRED. Contributions to this Plan shall not be
precluded because the Employer does not have Considered Net Profits.
Notwithstanding the existence of Considered Net Profits, the Employer
may determine in its sole discretion that it will make no
contributions for such Plan Year.

4.5 PAYMENT OF EXPENSES. The Employer may contribute to the Plan the
amount necessary, to pay any applicable expense charges and
administration charges. In lieu of the Employer's contributing the
amount necessary to pay such charges, these expenses may be paid from
the Trust fund.

4.6 ALLOCATION OF FORFEITURES. The contributions made by the Employer
shall be reduced by any Forfeitures available as an Employer credit in
accordance with Section 9.3.

4.7 CREDITING OF ELECTIVE DEFERRAL AND OTHER CONTRIBUTIONS. Elective
Deferral Contributions and other contributions made by the Employer
shall be credited to the Participant Account of each Participant for
whom such contributions are made, in accordance with the provisions of
Article XIII.

4.8 ROLLOVER CONTRIBUTIONS. The Plan may receive Rollover Contributions on
behalf of an Employee. Receipt of a Rollover Contribution shall be
subject to the approval of the Plan Administrator. Before approving
the receipt of a Rollover Contribution, the Plan Administrator may
request any documents or other information from an Employee or
opinions of counsel which the Plan Administrator deems necessary to
establish that such amount is a Rollover Contribution.

A Participant's Account shall be maintained on behalf of each Employee
from whom Rollover Contributions are received, regardless of such
Employee's eligibility to participate in the Plan in accordance with
the requirements of Article III, and Rollover Contributions may be
invested in any manner authorized under the provisions of this Plan.

Rollover Contributions received from an Employee who is not otherwise
eligible to participate in the Plan may not be withdrawn in accordance
with the provisions of Article X until such Employee becomes a
Participant, except that such Employee may receive a distribution of
his Participant's Account if his Termination of Employment occurs.

Rollover Contributions shall be credited to the Participant's Account
and may be invested in any manner authorized under the provisions of
this Plan.

4.9 TRANSFERS. Without regard to the Limitations on Allocations imposed
under Article V, the Plan may receive, directly from another qualified
pension or profit sharing plan meeting the requirements of Internal
Revenue Code section 401(a), all or part of the entire amount
distributable on behalf of a Participant from such plan. Likewise, the
Plan may receive Transfers representing the assets of any predecessor
plan.

Transfers may be invested in any manner authorized under the
provisions of this Plan.

4.10 SUSPENSION OF ELECTIVE DEFERRAL CONTRIBUTIONS. The following
provisions shall apply with respect to suspension of Elective Deferral
Contributions.

(A) Elective Suspension. An Active Participant may elect to
suspend his Salary Deferral Agreement for Elective Deferral
Contributions by filing a written notice thereof with the
Administrator at any time. The Salary Deferral Agreement
shall be suspended on the date specified in such notice,
which date must be at least 15 days after such notice is
filed. The notice shall specify the period for which such
suspension shall be effective which is not inconsistent with
other provisions of this Plan. Such period may extend
indefinitely.

(B) Suspension for Leave. A Participant who is absent from
employment on account of an authorized leave of absence or
military leave shall have his Salary Deferral Agreement
suspended during such leave. Such suspension of contributions
shall be effective on the date payment of Compensation

22
28

by the Employer to him ceases, and shall remain in effect
until payment of Compensation is resumed.

(C) Withdrawal Suspension. An Active Participant who elects a
withdrawal in accordance with Article X may have his Salary
Deferral Agreement suspended on the date such election
becomes effective. Such suspension shall remain in effect for
the number of months specified therein.

(D) Non-Elective Suspension. An Active Participant who ceases to
meet the eligibility requirements as specified in Section 3.1
but who remains in the employ of the Employer, shall have his
Salary Deferral Agreement suspended, effective as of the date
he ceases to meet the eligibility requirements. Such
suspension shall remain in effect until he again meets such
eligibility requirements.

The Participant may elect to reactivate his Salary Deferral Agreement
for Elective Deferral Contributions by filing a written notice thereof
with the Plan Administrator. The Salary Deferral Agreement shall be
reactivated on the next January 1, April 1, July 1 or October 1
following the expiration of the suspension period described above.

4.11 LIMITATION OF ELECTIVE DEFERRAL CONTRIBUTIONS. If the Employer
determines prior to the end of the Plan Year that the Plan may not
satisfy the Actual Deferral Percentage Test for the Plan Year, the
Employer may require that the amount of Elective Deferral
Contributions being allocated to the accounts of Highly Compensated
Employees be reduced to the extent necessary to prevent Excess
Contributions from being made to the Plan.

Although the Employer may reduce the amount of Elective Deferral
Contributions that may be allocated to the Participant's Account of
Highly Compensated Employees, the affected Employees shall continue to
participate in the Plan. When the situation that resulted in the
reduction of Elective Deferral Contributions ceases to exist, the
Employer shall reinstate the amount of Elective Deferral Contributions
elected by the Participant in the Salary Deferral Agreement to the
fullest extent possible for all affected Participants in a
nondiscriminatory manner.

4.12 LIMITATION OF MATCHING CONTRIBUTIONS. If the Employer determines prior
to the end of the Plan Year that the Plan may not satisfy the Actual
Contribution Percentage Test for the Plan Year, the Employer may
require that the amount of Matching Contributions being allocated to
the Accounts of Highly Compensated Employees be reduced to the extent
necessary to prevent Excess Aggregate Contributions from being made to
the Plan.

4.13 CORRECTIVE DISTRIBUTION OF EXCESS CONTRIBUTIONS.

(A) The Employer may distribute Excess Contributions (and income
allocable thereto) to the appropriate Highly Compensated
Employee after the close of the Plan Year in which the Excess
Contribution arose and within 12 months after the close of
that Plan Year.

(B) The income allocable to Excess Contributions is equal to the
sum of the allocable gain or loss for the Plan Year and shall
be determined as follows:

(1) The income allocable to Excess Contributions is
determined by multiplying the income for the Plan
Year allocable to Deferral Percentage Amounts by a
fraction. The numerator of the fraction is the
Excess Contributions attributable to the Employee
for the Plan Year. The denominator of the fraction
is equal to the sum of (A) the total account balance
of the

23
29

Employee attributable to Deferral Percentage Amounts
as of the beginning of the Plan Year, plus (B) the
Employee's Deferral Percentage Amounts for the Plan
Year.

(2) The allocable gain or loss for the period between
the end of the Plan Year and the date of
distribution shall not be taken into consideration
when determining the income allocable to Excess
Contributions.

(C) The amount of Excess Contributions to be distributed with
respect to an Employee for a Plan Year shall be reduced by
Excess Deferrals previously distributed to the Employee for
the Employee's taxable year ending with or within the Plan
Year.

(D) The distribution of Excess Contributions made to the Family
Members of a family group that was combined for purposes of
determining a Highly Compensated Employee's Actual Deferral
Ratio shall be allocated among the Family Members in
proportion to the Elective Deferral Contribution (including
any amounts required to be taken into account under
subparagraphs (B) (1 ) and (B) (2) of Section 1.8 of the
Plan) of each Family Member that is combined to determine the
Actual Deferral Ratio.

(E) A corrective distribution of Excess Contributions (and
income) shall be made without regard to any Participant or
spousal consent or any notice otherwise required under
sections 41 l(a)(l 1) and 417 of the Code.

(F) Any Matching Contributions or Qualified Matching
Contributions that relate to the Excess Contribution being
distributed shall be forfeited. The Matching Contribution so
forfeited shall be in proportion to the applicable Employee's
vested and nonvested interest in Matching Contributions under
the Plan for the Plan Year in which the Excess Contribution
arose. Forfeitures of Matching Contributions or Qualified
Matching Contributions that relate to Excess Contributions
shall be applied to reduce Employer contributions or pay Plan
expenses.

(G) In no case may the amount of Excess Contributions to be
distributed for a Plan Year with respect to any Highly
Compensated Employee exceed the amount of Elective Deferral
Contributions made on behalf of the Highly Compensated
Employee for the Plan Year.

(H) In the event of a complete termination of the Plan during the
Plan Year in which an Excess Contribution arose, the
corrective distribution must be made as soon as
administratively feasible after the date of the termination
of the Plan, but in no event later than 12 months after the
date of termination.

(I) Any distribution of less than the entire amount of Excess
Contributions with respect to any Highly Compensated Employee
shall be treated as a pro-rata distribution of Excess
Contributions and allocable income or loss.

4.14 CORRECTION OF EXCESS AGGREGATE CONTRIBUTIONS.

(A) Excess Aggregate Contributions may be corrected using one of
the methods described in subparagraphs (1) and (2) below. The
Employer shall elect the method of correction to be used and
shall apply such method to the correction of the Excess
Annual Contribution for the Plan Year.

24
30

(1) Method 1:

(a) The Excess Aggregate Contribution (and
income) shall be forfeited, if forfeitable,
or distributed on a pro-rata basis from the
Employee's Account attributable to
Contribution Percentage Amounts. The
distribution or forfeiture shall be made
after the close of the Plan Year in which
the Excess Aggregate Contribution arose and
within 12 months after the close of that
Plan Year. Whether an amount is distributed
or forfeited under this subparagraph (a)
shall be determined based on the rules set
forth in paragraph (B) of this section.

(2) Method 2:

(a) Any Matching Contributions (and Qualified
Matching Contributions, to the extent not
taken into account for purposes of the
Actual Deferral Percentage Test), and
income allocable thereto, shall be
forfeited, if forfeitable, or distributed
to the appropriate Highly Compensated
Employee. The distribution or forfeiture
shall be made after the close of the Plan
Year in which the Excess Aggregate
Contribution arose and within 12 months
after the close of that Plan Year. Whether
an amount is forfeited or distributed shall
be determined under the rules set forth in
paragraph (B) of this section.

(B) Determination of Distributable and Forfeitable Amounts. For
purposes of paragraph (A) of this section:

(1) An Excess Aggregate Contribution attributable to
vested Matching Contributions, Qualified Matching
Contributions (and, if applicable, Qualified
Nonelective Contributions and Elective Deferral
Contributions) shall be distributed to the
appropriate Highly Compensated Employee in
accordance with the terms of this section.

(2) An Excess Aggregate Contribution attributable to an
Employee's nonvested Matching Contributions shall be
forfeited in accordance with the terms of this
section.

(3) A Highly Compensated Employee's vested and nonvested
interest in Matching Contributions (and income
allocable thereto) attributable to Excess Aggregate
Contributions shall be based on the proportion that
represents the Employee's Vested Interest in
Matching Contributions under the Plan for the Plan
Year in which the Excess Aggregate Contribution
arose.

(C) Forfeited Excess Aggregate Contributions. In accordance with
paragraph (B) of this section, the amount that represents the
Employee's nonvested interest in Matching Contributions (and
income), and is attributable to Excess Aggregate
Contributions, shall be forfeited and, as such, shall be
applied to reduce Employer contributions or pay expenses.

(D) Income Allocable to Excess Aggregate Contributions. For
purposes of this section, the income allocable to Excess
Aggregate Contributions is equal to the sum of the allocable
gain or loss for the Plan Year, and shall be determined as
follows:

(1) The income allocable to Excess Aggregate
Contributions is determined by multiplying the
income for the Plan Year allocable to Contribution
Percentage Amounts by a fraction. The numerator of
the fraction is the Excess Aggregate Contributions
for the Employee for the Plan Year. The denominator
of the fraction is equal to the sum of (A) the total
account

25
31

balance of the Employee attributable to Contribution
Percentage Amounts as of the beginning of the Plan
Year, plus (B) the Contribution Percentage Amounts
for the Plan Year.

(2) The allocable gain or loss for the period between
the end of the Plan Year and the date of correction
shall not be taken into consideration when
determining the income allocable to Excess Aggregate
Contributions.

(E) The distribution of Excess Aggregate Contributions (and
income) made to Family Members of a family group that was
combined for purposes of determining a Highly Compensated
Employee's Actual Contribution Ratio shall be allocated among
Family Members in proportion to the Contribution Percentage
Amounts (including any amounts required to be taken into
account under subparagraphs (B) (1) and (B) (2) of Section
1.5 of the Plan) of each Family Member that are combined to
determine the Actual Contribution Ratio.

(F) In the event of a complete termination of the Plan during the
Plan Year in which an Excess Aggregate Contribution arose,
the corrective distribution or forfeiture shall be made as
soon as administratively feasible after the date of
termination of the Plan, but in no event later than 12 months
after the date of termination.

(G) If the entire account balance of a Highly Compensated
Employee is distributed during the Plan Year in which the
Excess Aggregate Contribution arose, the distribution shall
be deemed to have been a corrective distribution of Excess
Aggregate Contributions (and income) to the extent that a
corrective distribution would otherwise have been required.

(H) Any distribution of less than the entire amount of Excess
Aggregate Contributions (and income) shall be treated as a
pro-rata distribution of Excess Aggregate Contributions and
allocable income or loss.

(I) In no case may the amount of Excess Aggregate Contributions
distributed to a Highly Compensated Employee exceed the
amount of Matching Contributions made on behalf of the Highly
Compensated Employee for the Plan Year.

(J) A distribution of Excess Aggregate Contributions (and income)
shall be made under this section without regard to any notice
or consent otherwise required under sections 411(a)(11) and
417 of the Code.

4.15 CORRECTIVE DISTRIBUTION OF EXCESS DEFERRALS. Notwithstanding any other
provision of the Plan, Excess Deferrals, plus any income and minus any
loss allocable thereto, may be distributed to any Participant to whose
account Excess Deferrals were allocated for the individual's taxable
year. Such a corrective distribution shall be made in accordance with
this section.

(A) Correction of Excess Deferrals After Taxable Year.

(1) Not later than the March 15 following the close of a
Participant's taxable year, the Participant may
notify the Plan of the amount of Excess Deferrals
received by the Plan during that taxable year. The
notification shall be in writing, shall specify the
Participant's Excess Deferrals, and shall be
accompanied by the Participant's written statement
that if such amounts are not distributed, these
amounts, when added to all other Elective Deferral
Contributions made on behalf of the Participant
during the taxable year, shall exceed the dollar
limitation specified in section 402(g) of the Code.

26
32

(2) The Participant is deemed to have notified the Plan
of Excess Deferrals if, not later than the March 15
following the close of a Participant's taxable year,
the Employer notifies the Plan on behalf of the
Participant of the Excess Deferrals. Such Excess
Deferrals shall be calculated by taking into account
only Elective Deferral Contributions under the Plan
and any other plans of the Employer.

(3) Not later than the April 15 following the close of
the taxable year, the Plan shall distribute to the
Participant the amount of Excess Deferrals
designated under subparagraphs (1) or (2) above.

(B) Correction of Excess Deferrals During the Taxable Year. A
Participant who has an Excess Deferral during a taxable year
may receive a corrective distribution during the same year.
Such a corrective distribution shall be made if:

(1) The Participant designates the distribution as an
Excess Deferral. The designation shall be made in
the same manner as the notification described in
subparagraph (A) (1) of this section. The
Participant will be deemed to have designated the
distribution as an Excess Deferral if the Employer
makes the designation on behalf of the Participant
to the extent that the Participant has Excess
Deferrals for the taxable year calculated by taking
into account only Elective Deferral Contributions to
the Plan and other plans of the Employer.

(2) The corrective distribution is made after the date
on which the Plan received the Excess Deferral.

(3) The Plan designates the distribution as a
distribution of Excess Deferrals.

(C) If the Participant provides the Employer with satisfactory
evidence and written notice to demonstrate that all Elective
Deferral Contributions by the participant in this Plan and
any other qualified plan exceed the applicable limit under
section 402(g) of the Code for such individual's taxable
year, then the Plan Administrator may (but is not required
to) distribute sufficient Elective Deferral Contributions
(not to exceed the amount of Elective Deferral Contributions
actually contributed on behalf of the Participant to this
Plan during the Participant's taxable year) from this Plan to
allow the Participant to comply with the applicable limit.
The evidence provided by the Participant must establish
clearly the amount of Excess Deferrals. The Participant must
present this evidence to the Plan Administrator by the March
1 following the end of the calendar year in which the Excess
Deferrals occurred.

(D) Income Allocable to Excess Deferrals. The income allocable to
Excess Deferrals is equal to the sum of allocable gain or
loss for the taxable year of the individual and shall be
determined as follows:

(1) The gain or loss allocable to Excess Deferrals is
determined by multiplying the income for the taxable
year allocable to Elective Deferral Contributions by
a fraction. The numerator of the fraction is the
Excess Deferrals by the Employee for the taxable
year. The denominator of the fraction is equal to
the sum of:

(a) The total account balance of the Employee
attributable to Elective Deferral
Contributions as of the beginning of the
Plan Year, plus

(b) The Employee's Elective Deferral
Contributions for the taxable year.

27
33

(2) The income allocable to Excess Deferrals shall not
include the allocable gain or loss for the period
between the end of the taxable year and the date of
distribution.

(E) No Employee or Spousal Consent Required. A corrective
distribution of Excess Deferrals (and income) shall be made
without regard to any notice or consent otherwise required
under sections 411(a)(11) and 417 of the Code.

(F) Any Matching Contributions or Qualified Matching
Contributions that relate to the Excess Deferral being
distributed shall be forfeited. The Matching Contribution so
forfeited shall be in proportion to the applicable Employee's
vested and nonvested interest in Matching Contributions under
the Plan for the Plan Year in which the Excess Deferral
arose. Forfeitures of Matching Contributions or Qualified
Matching Contributions that relate to Excess Deferrals shall
be applied to reduce Employer contributions or pay Plan
expenses.

4.16 QUALIFIED CONTRIBUTIONS. In lieu of distributing Excess Contributions
as provided in Section 4.13 of the Plan, or Excess Aggregate
Contributions as provided in Section 4.14 of the Plan, the Employer
may take the actions specified below in order to satisfy the Actual
Deferral Percentage Test or the Actual Contribution Percentage Test,
or both, pursuant to the regulations under the Code.

(A) At the election of the Employer, Qualified Nonelective
Contributions or Qualified Matching Contributions, or both,
may be taken into account as Elective Deferral Contributions
for purposes of calculating the Actual Deferral Ratio of a
Participant.

The amount of Qualified Nonelective Contributions or
Qualified Matching Contributions made under the terms of this
Plan and taken into account as Elective Deferral
Contributions for purposes of calculating the Actual Deferral
Ratio, subject to such other requirements as may be
prescribed by the Secretary of the Treasury, shall be such
Qualified Nonelective Contributions or Qualified Matching
Contributions, or both, that are needed to meet the Actual
Deferral Percentage Test.

(B) At the election of the Employer, Qualified Nonelective
Contributions or Elective Deferral Contributions, or both,
may be taken into account as Matching Contributions for
purposes of calculating the Actual Contribution Ratio of a
Participant.

The amount of Qualified Nonelective Contributions or Elective
Deferral Contributions made under the terms of this Plan and
taken into account for purposes of calculating the Actual
Contribution Ratio, subject to such other requirements as may
be prescribed by the Secretary of the Treasury, shall be such
Qualified Nonelective Contributions or Elective Deferral
Contributions, or both, that are needed to meet the Actual
Contribution Percentage Test.

(C) Any Qualified Nonelective Contribution, Qualified Matching
Contribution, and Elective Deferral Contribution taken into
account under paragraphs (A) or (B) must be allocated to the
Employee's Account as of a date within the Plan Year in which
the Excess Contribution or Excess Aggregate Contribution
arose and must be paid to the Plan no later than the 12-month
period immediately following the Plan Year to which the
contribution relates.

28
34

4.17 MULTIPLE USE OF ALTERNATIVE LIMITATION.

(A) Multiple use of the alternative limitation occurs if all of
the conditions of this paragraph (A) are satisfied:

(1) One or more Highly Compensated Employee of the
Employer are eligible employees in both a cash or
deferred arrangement subject to section 401(k) and a
plan maintained by the Employer subject to section
401(m).

(2) The sum of the Actual Deferral Percentage of the
entire group of eligible Highly Compensated
Employees under the arrangement subject to section
401(k) and the Actual Contribution Percentage of the
entire group of eligible Highly Compensated
Employees under the Plan subject to section 401(m)
exceeds the aggregate limit of paragraph (C) of this
section.

(3) Actual Deferral Percentage of the entire group of
eligible Highly Compensated Employees under the
arrangement subject to section 401(k) exceeds the
amount described in section 401(k)(3)(A)(ii)(I).

(4) The Actual Contribution Percentage of the entire
group of eligible Highly Compensated Employees under
the arrangement subject to section 401(m) exceeds
the amount described in section 401(m)(2)(A)(i).

(B) For purposes of this section, the aggregate limit is the
greater of:

(1) The sum of-

(a) 1.25 times the greater of the relevant
Actual Deferral Percentage, and

(b) Two percentage points plus the lesser of
the relevant Actual Deferral Percentage or
the relevant Actual Contribution
Percentage. In no event, however, may this
amount exceed twice the lesser of the
relevant Actual Deferral Percentage or the
Actual Contribution Percentage; or

(2) The sum of-

(a) 1.25 times the lesser of the relevant
Actual Deferral Percentage or the relevant
Actual Contribution Percentage, and

(b) Two percentage points plus the greater of
the relevant Actual Deferral Percentage or
the relevant Actual Contribution
Percentage. In no event, however, may this
amount exceed twice the greater of the
relevant Actual Deferral Percentage or the
relevant Actual Contribution Percentage.

(C) For purposes of paragraph (B) of this section, the term
"relevant Actual Deferral Percentage" means the Actual
Deferral Percentage of the group of Nonhighly Compensated
Employees under the arrangement subject to section 401(k) for
the Plan Year, and the term "relevant Actual Contribution
Percentage" means the Actual Contribution Percentage of the
group of Nonhighly Compensated Employees eligible under the
Plan subject to section 401(m) for the Plan Year beginning
with or within the Plan Year of the arrangement subject to
section 401(k).

29
35

(D) The Actual Deferral Percentage and Actual Contribution
Percentage of the group of eligible Highly Compensated
Employees are determined after use of Qualified Nonelective
Contributions and Qualified Matching Contributions to meet
the requirements of the Actual Deferral Percentage Test and
after use of Qualified Nonelective Contributions and Elective
Deferral Contributions to meet the requirements of the Actual
Contribution Percentage Test. The Actual Deferral Percentage
and Actual Contribution Percentage of the group of Highly
Compensated Employees are determined after any corrective
distribution or forfeiture of Excess Deferrals, Excess
Contributions, or Excess Aggregate Contributions and after
recharacterization of Excess Contributions required without
regard to this section. Only plans and arrangements
maintained by the Employer are taken into account under
paragraph (B). If the Employer maintains two or more cash or
deferred arrangements subject to section 401(k) that must be
mandatorily disaggregated pursuant to section 401(k)-1(g)(11)
(iii) multiple use is tested separately with respect to
each plan.

(E) If multiple use of the alternative limit occurs with respect
to two or more plans or arrangements maintained by the
Employer, it shall be corrected by reducing the Actual
Contribution Percentage of Highly Compensated Employees in
the manner described in paragraph (F) of this section.
Instead of making this reduction, the Employer may eliminate
the multiple use of the alternative limitation by making
Qualified Nonelective Contributions to the Plan.

(F) The amount of the reduction by which each Highly Compensated
Employee's Actual Contribution Ratio is reduced shall be
treated as an Excess Aggregate Contribution. The Actual
Contribution Percentage of all Highly Compensated Employees
under the plan subject to reduction shall be reduced so that
there is no multiple use of the alternative limitation.

30
36

ARTICLE V
LIMITATIONS ON ALLOCATIONS

5.1 LIMITATIONS ON ALLOCATIONS. Definitions - The following definitions
are atypical terms which refer only to terms used in the Limitations
on Allocations Sections of this Article V.

(A) Annual Additions. The term Annual Additions shall mean the
sum of the following amounts allocated on behalf of a
Participant for a Limitation Year:

(1) all contributions made by the Employer which shall
include:

- Elective Deferral Contributions, if any;

- Matching Contributions, if any;

- Qualified Matching Contributions, if any;

- Nonelective Contributions, if any;

- Qualified Nonelective Contributions, if
any;

(2) all Forfeitures, if any;

(3) all Employee Contributions, if any.

For the purposes of this Article, Excess Amounts reapplied
under Section 5.2 (D) shall also be included as Annual
Additions. Also, for the purposes of this Article, Employee
Contributions are determined without regard to deductible
employee contributions within the meaning of section 72(o)(5)
of the Code.

Amounts allocated after March 31, 1984, to an individual
medical account, as defined in Internal Revenue Code section
415(l)(1), which is part of a defined benefit plan maintained
by the Employer, are treated as Annual Additions to a defined
contribution plan. Also, amounts derived from contributions
paid or accrued attributable to post-retirement medical
benefits allocated to the separate account of a key employee,
as defined in Internal Revenue Code section 419A(d)(3), under
a welfare benefit fund, as defined in Internal Revenue Code
section 419(e), maintained by the Employer, are treated as
Annual Additions to a defined contribution plan.

Contributions do not fail to be Annual Additions merely
because they are Excess Deferrals, Excess Contributions or
Excess Aggregate Contributions or merely because Excess
Contributions or Excess Aggregate Contributions are corrected
through distribution or recharacterization. Excess Deferrals
that are distributed in accordance with Section 4.15 of the
Plan are not Annual Additions.

Forfeited Matching Contributions that are forfeited because
the contributions to which they relate are treated as Excess
Aggregate Contributions, Excess Contributions, or Excess
Deferrals and that are reallocated to the Participant
Accounts of other Participants for the Plan Year in which the

31
37

forfeiture occurs, are treated as Annual Additions for the
Participants to whose accounts they are reallocated and for
the Participants from whose accounts they are forfeited.

(B) Compensation. The term Compensation means wages, salaries,
and fees for professional services and other amounts received
(without regard to whether or not an amount is paid in cash)
for personal services actually rendered in the course of
employment with the Employer maintaining the Plan to the
extent that the amounts are includible in gross income
(including, but not limited to, commissions paid salesmen,
compensation for services on the basis of a percentage of
profits, commissions on insurance premiums, tips, bonuses,
fringe benefits, and reimbursements, or other expense
allowances under a nonaccountable plan (as described in
1.62-2(c)), and foreign earned income (as defined in section
911(b) of the Code) whether or not excludable from gross
income under section 911 of the Code. The term Compensation
does not include:

(1) Employer Contributions to a plan of deferred
compensation which are not includible in the
employee's gross income for the taxable year in
which contributed, or Employer Contributions under a
simplified employee pension plan to the extent such
contributions are deductible by the employee, or any
distributions from a plan of deferred compensation;

(2) Amounts realized from the exercise of a
non-qualified stock option, or when restricted stock
(or property) held by the Employee either becomes
freely transferable or is no longer subject to
substantial risk of forfeiture;

(3) Amounts realized from the sale, exchange, or other
disposition of stock acquired under a qualified
stock option; and

(4) Other amounts which received special tax benefits,
or contributions made by the Employer (whether or
not under a salary reduction agreement) towards the
purchase of an annuity contract described in section
403(b) of the Code (whether or not the contributions
are actually excludable from the gross income of the
Employee).

For Limitation Years beginning after December 31, 1991, for
purposes of applying the limitations of this article,
Compensation for a Limitation Year is the Compensation
actually paid or made available during such Limitation Year.

(C) Defined Contribution Dollar Limitation. The term Defined
Contribution Dollar Limitation shall mean $30,000 or, if
greater, one-fourth of the defined benefit dollar limitation
set forth in Internal Revenue Code section 415(b)(1) as in
effect for the Limitation Year.

(D) Employer. The term Employer shall mean the Employer that
adopts this Plan. In the case of a group of employers which
constitutes a controlled group of corporations (as defined in
Internal Revenue Code section 414(b) as modified by section
415(h)), or which constitutes trades or business (whether or
not incorporated) which are under common control (as defined
in section 414(c) as modified by section 415(h)), or
affiliated service groups (as defined in section 414(m)) of
which the adopting Employer is a part, all such employers
shall be considered a single Employer for purposes of
applying the limitations of this Article.

(E) Excess Amount. The term Excess Amount shall mean the excess
of the Participant's Annual Additions for the Limitation Year
over the Maximum Permissible Amount.

(F) Limitation Year. The term Limitation Year shall mean the
calendar year.

32
38

(G) Maximum Permissible Amount. The term Maximum Permissible
Amount shall mean the lesser of (1) the Defined Contribution
Dollar Limitation, or (2) 25% of the Participant's
Compensation for the Limitation Year.

If a short Limitation Year is created because of an amendment
changing the Limitation Year to a different period of 12
consecutive months, the Maximum Permissible Amount for the
short Limitation Year will be the lesser of (1) the Defined
Contribution Dollar Limitation multiplied by a fraction, the
numerator of which is the number of months in the short
Limitation Year, and the denominator of which is 12, or (2)
25% of the Participant's Compensation for the short
Limitation Year.

5.2 LIMITATIONS ON ALLOCATIONS. If the Employer does not maintain any
qualified plan in addition to this Plan:

(A) The amount of Annual Additions which may be allocated under
this Plan on a Participant's behalf for a Limitation Year
shall not exceed the lesser of the Maximum Permissible Amount
or any other limitation contained in this Plan.

(B) Prior to the determination of the Participant's actual
Compensation for a Limitation Year, the Maximum Permissible
Amount may be determined on the basis of the Participant's
estimated annual Compensation. Such Compensation shall be
determined on a reasonable basis and shall be uniformly
determined for all Participants similarly situated. Any
employer contributions based on estimated annual Compensation
shall be reduced by any Excess Amounts carned over from prior
years.

(C) As soon as is administratively feasible after the end of the
Limitation Year, the Maximum Permissible Amount for such
Limitation Year shall be determined on the basis of the
Participant's actual Compensation for such Limitation Year.
In the event a Participant separates from the Service of the
Employer prior to the end of the Limitation Year, the Maximum
Permissible Amount for such Participant shall be determined
prior to any distribution of his Participant's Account on the
basis of his actual Compensation. Any Excess Amounts shall be
disposed of in accordance with Section 5.2 (D).

(D) If there is an Excess Amount with respect to a Participant
for a Limitation Year as a result of a reasonable error in
estimating the Participant's annual compensation, an
allocation of forfeitures, a reasonable error in determining
the amount of elective deferrals (within the meaning of
section 402(g)(3) of the Code) that may be made with respect
to any individual under the limits of section 415 of the
Code, or under other limited facts and circumstances which
the commissioner finds justified, such Excess Amount shall be
disposed of as follows:

(1) If an Excess Amount exists, the Excess Amount in the
Participant's Account (excluding Elective Deferral
Contributions) shall be held unallocated in a
suspense account for the Limitation Year and
allocated and reallocated in the next Limitation
Year to all Participants in the Plan. The excess
amount must be used to reduce Employer Contributions
for the next Limitation Year (and succeeding
Limitation Years, as necessary) for all of the
Participants in the Plan. For purposes of this
subparagraph, the Excess Amount may not be
distributed to Participants or former Participants.

(2) If, after the application of subparagraph (1) an
Excess Amount still exists, then the Participant's
Elective Deferral Contributions (including earnings
and losses thereon) allocated for the Limitation
Year shall be returned to the Participant to the
extent that an

33
39

Excess Amount exists. This distribution shall be
made as soon as administratively feasible after the
Excess Amount is determined. Any Elective Deferral
Contributions returned under this paragraph shall be
disregarded for purposes of the Actual Deferral
Percentage Test.

(3) Alternatively, the Plan Administrator may elect to
dispose of the Excess Amount by applying the
procedure in subparagraph (2) before applying the
procedure in subparagraph (1). If the Plan
Administrator makes this election, the Plan
Administrator must apply it uniformly to all
Participants in a Limitation Year.

(4) If a suspense account is in existence at any time
during a Limitation Year pursuant to this section,
it will not participate in the allocation of
investment gains or losses. If a suspense account is
in existence at any time during a particular
Limitation Year, all amounts in the suspense account
must be allocated and reallocated to Participants'
Accounts before any Employer Contributions which
would constitute Annual Additions may be made to the
Plan for that Limitation Year.

5.3 LIMITATIONS ON ALLOCATIONS. If the Employer maintains one or more
defined contribution plans in addition to this Plan:

(A) The amount of Annual Additions which may be allocated under
this Plan on a Participant's behalf for a Limitation Year,
shall not exceed the lesser of:

(1) The Maximum Permissible Amount, reduced by the sum
of any Annual Additions allocated to the
Participant's Account for the same Limitation Year
under this Plan and such other defined contribution
plan; or

(2) Any other limitation contained in this Plan.

Prior to the determination of the Participant's actual
Compensation for the Limitation Year, the amounts referred to
in Subsection (1) above may be determined on the basis of
the Participant's estimated annual Compensation for such
Limitation Year. Such estimated annual Compensation shall be
determined for all Participants similarly situated.

Any contribution made by the Employer based on estimated
annual Compensation shall be reduced by any Excess Amounts
carried over from prior years, if applicable.

(B) As soon as is administratively feasible after the end of the
Limitation Year, the amounts referred to in Section 5.3 (A)
shall be determined on the basis of the Participant's actual
Compensation for such Limitation Year.

(C) If amounts are contributed to a Participant's Account under
this Plan on an allocation date which does not coincide with
the allocation date(s) for all such other plans, and if a
Participant's Annual Additions under this Plan and all such
other plans result in an Excess Amount, such Excess Amount
shall be deemed to have derived from those contributions last
allocated.

34
40

(D) If an Excess Amount was allocated to a Participant on an
allocation date of this Plan which coincides with an
allocation date of another plan, the Excess Amount
attributable to this Plan will be the product of (1) and (2)
below:

(1) The total Excess Amount allocated as of such date
(including any amount which would have been
allocated but for the limitations of Internal
Revenue Code section 415).

(2) The ratio of (1) the amount allocated to the
Participant as of such date under this Plan, divided
by (2) the total amount allocated as of such date
under all qualified defined contribution plans
(determined without regard to the limitations of
Internal Revenue Code section 415).

(E) Any Excess Amounts attributed to this Plan shall be disposed
of as provided in Section 5.2(D).

5.4 LIMITATIONS ON ALLOCATIONS. If the Employer maintains a defined
benefit plan in addition to this Plan:

(A) If an individual is a Participant at any time in both this
Plan and a defined benefit plan maintained by the Employer,
the sum of the Defined Benefit Plan Fraction and the Defmed
Contribution Plan Fraction for any year may not exceed 1.0.
In the event that the sum of the Defined Contribution Plan
Fraction and the Defined Benefit Plan Fraction exceeds 1.0,
the Defined Contribution Plan Fraction will be reduced until
the sum of the Defined Contribution Plan Fraction and the
Defined Benefit Plan Fraction does not exceed 1.0.

If an individual was a Participant in this Plan or in any
other defined contribution plan maintained by the Employer
which was in existence on July 1, 1982, the numerator of the
Defined Contribution Plan Fraction will be adjusted if the
sum of the Defined Contribution Plan Fraction and the Defined
Benefit Plan Fraction would otherwise exceed 1.0 under the
terms of this Plan. Under the adjustment, an amount equal to
the product of (1) the excess of the sum of the Fractions
over 1.0 times (2) the denominator of the Defined
Contribution Plan Fraction, will be permanently subtracted
from the numerator of the Defined Contribution Plan Fraction.
The adjustment is calculated using the Fractions as they
would be computed as of the later of the end of the last
Limitation Year beginning before January 1, 1983, or June 30,
1983. This adjustment also will be made if at the end of the
last Limitation Year beginning before January 1, 1984, the
sum of the Fractions exceeds 1.0 because of accruals or
additions that were made before the limitations of this
Article became effective to any plans of the Employer in
existence on July 1, 1982.

In addition, if an individual was a Participant in this Plan
or in any other defined contribution plan maintained by the
Employer which was in existence on May 6, 1986, the numerator
of the Defined Contribution Plan Fraction will be adjusted if
the Employer's defined benefit plan was also in existence on
May 6, 1986, and the sum of the Defined Contribution Plan
Fraction and the Defined Benefit Plan Fraction would
otherwise exceed 1.0 under the terms of this Plan. Under the
adjustment, an amount equal to the product of (1) the excess
of the sum of the Fractions over 1.0 times (2) the
denominator of the Defined Contribution Plan Fraction, will
be permanently subtracted from the numerator of the Defined
Contribution Plan Fraction. This adjustment is calculated
using the Fractions as they would be computed as of the end
of the last Limitation Year beginning before January 1, 1987.
In the event that a Participant's accrued benefit as of
December 31, 1986, under the defined benefit plan exceeds the
defined benefit dollar limitation set forth in Internal
Revenue Code section 415(b)(1), the amount of that accrued
benefit shall be used in both the numerator and the
denominator of the Defined Benefit Plan Fraction in making
this adjustment.

35
41

For purposes of this Section 5.4, all defined benefit plans
of the Employer, whether or not terminated, will be treated
as one defined benefit plan and all defined contribution
plans of the Employer, whether or not terminated, will be
treated as one defined contribution plan.

(B) The Defined Benefit Plan Fraction for any year is a fraction,
the numerator of which is the Participant's Projected Annual
Benefit under the defined benefit plan (determined as of the
close of the Limitation Year), and the denominator of which
is the lesser of (1) or (2) below:

(1) 1.25 times the dollar limitation in effect under
Internal Revenue Code section 415(b)(1)(A) on the
last day of the Limitation Year; or

(2) 1.4 times the amount which may be taken into account
under Internal Revenue Code section 415(b)(1)(B)
with respect to such Participant for the Limitation
Year.

Notwithstanding the above, if the Participant was a
participant in one or more defined benefit plans maintained
by the Employer which were in existence on July 1, 1982, the
denominator of the Defined Benefit Plan Fraction will not be
less than 125% of the sum of the annual benefits under such
plans which the Participant had accrued as of the later of
the end of the last Limitation Year beginning before January
1, 1983 or June 30, 1983. The preceding sentence applies only
if the defined benefit plans individually and in the
aggregate satisfied the requirements of Internal Revenue Code
section 415 as in effect at the end of the 1982 Limitation
Year.

(C) A Participant's Projected Annual Benefit is equal to the
annual benefit to which the Participant would be entitled
under the terms of the defined benefit plan based upon the
following assumptions:

(1) The Participant will continue employment until
reaching Normal Retirement Age as determined under
the terms of the plan (or current age, if that is
later);

(2) The Participant's Compensation for the Limitation
Year under consideration will remain the same until
the date the Participant attains the age described
in sub-division (1) of this subparagraph; and

(3) All other relevant factors used to determine
benefits under the plan for the Limitation Year
under consideration will remain constant for all
future Limitation Years.

(D) The Defined Contribution Plan Fraction for any Limitation
Year is a fraction, the numerator of which is the sum of the
Annual Additions to the Participant's Accounts in such
Limitation Year and for all prior Limitation Years, and the
denominator of which is the lesser of (1) or (2) below for
such Limitation Year and for all prior Limitation Years of
such Participant's employment (assuming for this purpose,
that Internal Revenue Code section 415(c) had been in effect
during such prior Limitation Years):

(1) 1.25 times the dollar limitation in effect under
Internal Revenue Code section 415(c)(1)(A) on the
last day of the Limitation Year; or

(2) 1.4 times the amount which may be taken into account
under Internal Revenue Code section 415(c)(1)(B)
with respect to such Participant for the Limitation
Year.

For the purposes of determining these Limitations on
Allocations, any non-deductible employee contributions made
under a defined benefit plan will be considered to be a
separate defined

36
42

contribution plan and will be considered to be part of the
Annual Additions for the appropriate Limitation Year.

Annual Additions for any Limitation Year beginning before
January 1, 1987, shall not be recomputed to treat all
Employee Contributions as Annual Additions.

(E) Notwithstanding the foregoing, at the election of the Plan
Administrator, in computing the Defined Contribution Plan
Fraction with respect to any Plan Year ending after December
31, 1982, the denominator shall be an amount equal to the
product of:

(1) The denominator of the Defined Contribution Plan
Fraction, computed in accordance with the rules in
effect for the Plan Year ending in 1982; and

(2) the transition fraction, which is a fraction

(a) the numerator of which is the lesser of:

(i) $51,875, or

(ii) 1.4 times 25% of the Compensation
of the Participant for the Plan
Year ending in 1981, and

(b) the denominator of which is the lesser of

(i) $41,500, or

(ii) 25% of the Compensation of the
Participant for the Plan Year
ending in 1981.

37
43

ARTICLE VI
DISTRIBUTION OF BENEFITS

6.1 DISTRIBUTIONS IN GENERAL. Each Participant may elect, with his
Spouse's consent if required, a distribution in the form of an
Annuity, a single sum cash payment, Employer stock, or a combination
of the above. All distributions are subject to the provisions of
Article VIII, Joint and Survivor Annuity Requirements.

Distributions of Employer stock are limited to the value of the
Participant's Employer Stock Account and shall be made by the Trustee.

6.2 TIMING OF DISTRIBUTIONS. If the value of a Participant's Vested
Interest exceeds (or at the time of any prior distribution exceeded)
$3,500 and is immediately distributable (as defined in Section 8.5),
the Participant and his Spouse, if required, must consent to the
distribution before it is made.

Instead of consenting to a distribution, the Participant may make a
written election to defer the distribution for a specified period of
time ending no later than the Participant's Normal Retirement Age.
Such election to defer shall be revocable.

If the Participant and Spouse, if applicable, do not consent to a
distribution or if no election to defer is made within 90 days after
receiving a written explanation of the optional forms of benefit
available pursuant to Income Tax Regulation 1.411(a)(11), all
benefits shall be deferred to, and distribution shall be made as of
the Participant's Normal Retirement Age. The distribution will be made
in accordance with Section 8.2.

A Participant whose actual retirement date is on or after his Normal
Retirement Age may not elect to defer distribution of his benefit
beyond the date of his actual retirement.

If the value of a Participant's Vested Interest is $3,500 or less at
the time it becomes payable, the distribution shall be made in the
form of a single sum cash payment and shall be made upon such
Participant's Termination of Employment. Such a distribution may not
be deferred.

Unless the Participant elects otherwise, the payment of benefits under
this Plan to the Participant shall begin not later than the 60th day
after the close of the Plan Year in which the later of (A) or (B),
below, occurs:

(A) the date on which the Participant attains his Normal
Retirement Age or age 62, if later; or

(B) the date on which the Participant terminates his Service
(including Termination of Employment, death or Disability)
with the Employer.

Notwithstanding the foregoing, the failure of a Participant and
Spouse, if required, to consent to a distribution while a benefit is
immediately distributable shall be deemed to be an election to defer
commencement of payment of any benefit sufficient to satisfy the above
paragraph.

6.3 DISTRIBUTION LIMITATION. Elective Deferral Contributions, Qualified
Nonelective Contributions and Qualified Matching Contributions, and
income allocable to each, are not distributable to a Participant

38
44

or a Beneficiary, in accordance with such Participant's or
Beneficiary's election, earlier than upon the Participant's
Termination of Employment, death, or disability.

Such amounts may also be distributed upon:

(A) Termination of the Plan without the establishment or
maintenance of a successor plan.

For purposes of this paragraph, a successor plan is any other
defined contribution plan maintained by the same employer.
However, if fewer than two percent of the Employees who are
eligible under the Plan at the time of its termination are or
were eligible under another defined contribution plan at any
time during the 24 month period beginning 12 months before
the time of the termination, the other plan is not a
successor plan. The term "defined contribution plan" means a
plan that is a defined contribution plan as defined in
section 414(i) of the Code, but does not include an employee
stock ownership plan as defined in section 4975(e) or 409 of
the Code or a simplified employee pension as defined in
section 408(k) of the Code. A plan is a successor plan only
if it exists at the time the Plan is terminated or within the
period ending 12 months after distribution of all assets from
the Plan.

A distribution may be made under this paragraph only if it is
a lump sum distribution. The term "lump sum distribution" has
the same meaning provided in section 402(e)(4) of the Code,
without regard to subparagraphs (A)(i) through (iv), (B), and
(H) of that section.

(B) The disposition by the Employer to an unrelated corporation
of substantially all the assets (within the meaning of
section 409(b)(2) of the Code) used in the trade or business
of the Employer if the Employer continues to maintain this
Plan after the disposition. However, a distribution may be
made under this paragraph only to an Employee who continues
employment with the corporation acquiring such assets.

In addition, this requirement is satisfied only if the
purchaser does not maintain the Plan after the disposition.
A purchaser maintains the plan of the seller if it adopts the
plan or otherwise becomes an employer whose employees accrue
benefits under the Plan. A purchaser also maintains the Plan
if the Plan is merged or consolidated with, or any assets or
liabilities are transferred from the Plan to a plan
maintained by the purchaser in a transaction subject to
section 414(l)(1) of the Code. A purchaser is not treated as
maintaining the Plan merely because the Plan that it
maintains accepts rollover contributions of amounts
distributed by the Plan.

For purposes of this paragraph, the sale of "substantially
all" the assets used in a trade or business means the sale of
at least 85 percent of the assets.

(C) The disposition by the Employer to an unrelated entity or
individual of the Employer's interest in a subsidiary (within
the meaning of section 409(d)(3) of the Code) if the Employer
continues to maintain this Plan. However, a distribution may
be made under this paragraph only to an Employee who
continues employment with such subsidiary.

39
45

maintains the Plan if the Plan is merged or consolidated
with, or any assets or liabilities are transferred from the
Plan to a plan maintained by the purchaser in a transaction
subject to section 414(l)(1) of the Code. A purchaser is not
treated as maintaining the Plan merely because the Plan that
it maintains accepts rollover contributions of amounts
distributed by the Plan.

(D) In the case of Elective Deferral Contributions only, the
attainment of age 59-1/2, as described in Section 10.1 of the
Plan.

(E) In the case of Elective Deferral Contributions only, the
hardship of the Participant, as described in Section 10.3 of
the Plan.

6.4 COMMENCEMENT OF DISTRIBUTIONS. Notwithstanding the provisions of the
preceding Timing of Distributions Section, distributions to a
Participant will commence no later than the date determined in
accordance with the provisions of this Section.

Distribution to a Participant must commence no later than the required
beginning date. The first required beginning date of a Participant is
the first day of April of the calendar year following the calendar
year in which the Participant attains age 70-1/2.

The required beginning date of a Participant who attains age 70-1/2
before January 1, 1988, shall be the first day of April of the
calendar year following the calendar year in which the later of
retirement or attainment of age 70-1/2 occurs, provided the
Participant was not a 5% owner in the Plan Year ending in the year in
which the Participant attained age 66-1/2 or any later Plan Year. A
Participant is treated as a 5% owner for purposes of this section if
such Participant is a 5% owner as defined in section 416(i) of the
Code (determined in accordance with section 416 but without regard to
whether the Plan is Top-Heavy). The required beginning date of a
Participant who is a 5 % owner during any year beginning after
December 31, 1979, is the first day of April following the later of:

(A) the calendar year in which the Participant attained age
70-1/2, or

(B) the earlier of the calendar year with or within which ends
the Plan Year in which the Participant becomes a 5% owner,
or the calendar year in which the Participant retires.

Once distributions have begun to a 5% owner under this section, they
must continue to be distributed, even if the Participant ceases to be
a 5% owner in a subsequent year. Distribution to such Participant
must commence no later than the first day of April following the
calendar year in which the Participant's Termination of Employment
occurs.

If distribution to any Participant is made in other than a single sum
payment, the second payment shall be distributed no later than the
December 31 following the April 1 by which the first payment was
required to be distributed. Each succeeding payment shall be
distributed no later than each December 31 thereafter.

6.5 DISTRIBUTION REQUIREMENTS.

(A) Except as otherwise provided in Article VIII, the
requirements of this Section shall apply to any distribution
of a Participant's Accrued Benefit.

40
46

(B) All distributions required under this Article shall be
determined and made in accordance with the Income Tax
Regulations under section 401(a)(9), including the minimum
distribution incidental benefit requirement of section
1.401(a)(9)-2 of the regulations.

(C) Limits on Settlement Options. Distributions, if not made in a
lump sum, may only be made over one of the following periods
(or a combination thereof):

(1) the life of the Participant,

(2) the life of the Participant and a designated
Beneficiary,

(3) a period certain not extending beyond the life
expectancy of the Participant, or

(4) a period certain not extending beyond the joint and
last survivor expectancy of the Participant and a
designated Beneficiary.

(D) Minimum Amounts to be Distributed. If the Participant's
entire Vested Interest is to be distributed in other than a
lump sum, then the amount to be distributed each year must be
at least an amount equal to the quotient obtained by dividing
the Participant's entire Vested Interest by the life
expectancy of the Participant or the joint and last survivor
expectancy of the Participant and designated Beneficiary.
Life expectancy and joint and last survivor expectancy are
computed by the use of the return multiples contained in
section 1.72-9 of the Income Tax Regulations. For purposes
of this computation, a Participant's life expectancy may be
recalculated no more frequently than annually; however, the
life expectancy of a Beneficiary other than the Participant's
Spouse may not be recalculated.

(1) If the Participant's Spouse is not the designated
Beneficiary, the method of distribution selected
must assure that at least 50% of the present value
of the amount available for distribution is paid
within the life expectancy of the Participant.

(2) For calendar years beginning after December 31,
1988, the amount to be distributed each year,
beginning with distributions for the first
distribution calendar year, shall not be less than
the quotient obtained by dividing the Participant's
benefit by the lesser of (1) the applicable life
expectancy or (2) if the Participant's Spouse is not
the designated Beneficiary, the applicable divisor
determined from the table set forth in Q&A-4 of
section 1.401(a)(9)-2 of the Income Tax Regulations.
Distributions after the death of the Participant
shall be distributed using the applicable life
expectancy in subsection (d)(1) above as the
relevant divisor without regard to regulations
section 1.401(a)(9)-2.

(3) The minimum distribution required for the
Participant's first distribution calendar year must
be made on or before the Participant's required
beginning date. The minimum distribution for other
calendar years, including the minimum distribution
for the distribution calendar year in which the
Employee's required beginning date occurs, must be
made on or before December 31 of that distribution
calendar year.

6.6 NON-TRANSFERABLE. The Participant's right to any Annuity payments,
benefits, and refunds is not transferable and shall be free from the
claims of all creditors to the fullest extent permitted by law.

41
47

6.7 DEATH DISTRIBUTION PROVISIONS. If the Participant dies before
distribution of his Vested Interest commences, the following
provisions shall apply:

(A) If a distribution is to be made to a Beneficiary other than
the Surviving Spouse:

(1) If the present value of the Participant's Vested
Interest exceeds (or at the time of any prior
distribution exceeded) $3,500, unless the
Beneficiary elects another form of distribution,
that portion of the Participant's Vested Interest
payable to the Beneficiary will be distributed in
the form of a single sum cash payment within a
reasonable period of time after the Plan
Administrator is notified of the Participant's
death.

(2) If the present value of the Participant's Vested
Interest is $3,500 or less at the time it becomes
payable, the distribution shall always be made in
the form of a single sum cash payment and shall be
paid within a reasonable period of time after the
Plan Administrator is notified of the Participant's
death.

(B) If the distribution is to be made to a Beneficiary who is the
Surviving Spouse, such distribution will be made in
accordance with the following:

(1) If the present value of the Participant's Vested
Interest exceeds (or at the time of any prior
distribution exceeded) $3,500 and is immediately
distributable (as defined in Section 8.5), the
surviving spouse must consent to the distribution
before it is made. If the Surviving Spouse does not
consent to a distribution, all benefits shall be
deferred to a date that complies with the terms of
Section 6.8(B).

The distribution shall be made in accordance with
the provisions of Section 8.3.

(2) If the present value of the Participant's Vested
Interest payable to the Surviving Spouse is $3,500
or less at the time it becomes payable, the
distribution shall always be made in the form of a
single sum cash payment and shall be paid within a
reasonable period of time after the Plan
Administrator is notified of the Participant's
death.

6.8 DEATH DISTRIBUTION COMMENCEMENT DATE. Upon the death of the
Participant, the following distribution provisions shall take effect:

(A) If the Participant dies after distribution of his entire
Vested Interest has commenced, the remaining portion of such
Vested Interest will continue to be distributed at least as
rapidly as under the method of distribution being used prior
to the Participant's death.

In no event shall distribution of the Participant's remaining
Vested Interest be made in a lump sum after the Participant's
death unless such distribution is consented to, in writing,
by the Participant's Surviving Spouse, if any.

(B) If the Participant dies before distribution of his Vested
Interest commences, the Participant's entire Vested Interest
will be distributed no later than five years after the
Participant's death except to the extent that an election is
made to receive distributions in accordance with (1) or (2)
below:

(1) If any portion of the Participant's Vested Interest
is payable to a designated Beneficiary,
distributions may be made in substantially equal
installments over the life or life expectancy of the
designated Beneficiary (or over a period not
extending beyond the life

42
48

expectancy of such Beneficiary), commencing no later
than one year after the Participant's death;

(2) If the designated Beneficiary is the Participant's
Surviving Spouse, the date distributions are
required to begin in accordance with (1) above shall
not be earlier than the date on which the
Participant would have attained age 70-1/2. However,
the Surviving Spouse may elect, at any time
following the Participant's death, to defer the date
on which distributions will begin until no later
than the date on which the Participant would have
attained age 70-1/2 and, if the Spouse dies before
payments begin, subsequent distributions shall be
made as if the Spouse had been the Participant.

(C) For purposes of (B) above, payments will be calculated by use
of the return multiples specified in section 1.72-9 of the
Income Tax Regulations. Life expectancy of a Surviving Spouse
may be recalculated annually; however, in the case of any
other designated Beneficiary, such life expectancy will be
calculated at the time payment first commences without
further recalculation.

(D) For purposes of this Section (Death Distribution Commencement
Date) any amount paid to a child of the Participant will be
treated as if it had been paid to the Surviving Spouse if the
amount becomes payable to the Surviving Spouse when the child
reaches the age of majority.

6.9 ALTERNATE PAYEE SPECIAL DISTRIBUTION. Distributions pursuant to
Section 16.8 may be made without regard to the age or employment
status of the Participant.

43
49

ARTICLE VI-A
DIRECT ROLLOVERS

6A.1 Notwithstanding any provision of the Plan to the contrary that would
otherwise limit a Distributee's election under this Article, a
Distributee may elect, at the time and in the manner prescribed by the
Plan Administrator, to have any portion of an Eligible Rollover
Distribution paid directly to an Eligible Retirement Plan specified by
the Distributee in a Direct Rollover, except as otherwise provided by
the Employer's administrative procedures as permitted by regulations.
In addition, a Distributee's election of a Direct Rollover shall be
subject to the following requirements:

(A) If the Distributee elects to have only a portion of an
Eligible Rollover Distribution paid to an Eligible Retirement
Plan in a Direct Rollover, that portion must be equal to at
least $500.

(B) If the entire amount of a Distributee's Eligible Rollover
Distribution is $500 or less, the distribution may not be
divided. Instead, the entire amount must either be paid to
the Distributee or to an Eligible Retirement Plan in a Direct
Rollover.

(C) A Distributee may not elect a Direct Rollover if the
Distributee's Eligible Rollover Distributions during a year
are reasonably expected by the Plan Administrator to total
less than $200 (or any lower minimum amount specified by
the Plan Administrator).

(D) A Distributee may not elect a Direct Rollover of an Offset
Amount.

(E) A Distributee's election to make or not make a Direct
Rollover with respect to one payment in a series of periodic
payments shall apply to all subsequent payments in the
series, except that a Distributee shall be permitted at any
time to change, with respect to subsequent payments in the
series of periodic payments, a previous election to make or
not make a Direct Rollover. A change of election shall be
accomplished by the Distributee notifying the Plan
Administrator of the change. Such notice must be in the form
and manner prescribed by the Plan Administrator.

6A.2 Definitions.

(A) Direct Rollover: A Direct Rollover is a payment by the plan
to the Eligible Retirement Plan specified by the Distributee.

(B) Distributee: A Distributee includes an Employee or former
Employee. In addition, the Employee's or former Employee's
Surviving Spouse and the Employee's or former Employee's
Spouse who is the alternate payee under a qualified domestic
relations order, as defined in section 414(p) of the Code,
are Distributees with regard to the interest of the Spouse or
former Spouse.

(C) Eligible Retirement Plan: An Eligible Retirement Plan is an
individual retirement account described in section 408(a) of
the code, an individual retirement annuity described in
section 408(b) of the Code, an annuity plan described in
section 403(a) of the Code, or a qualified trust described in
section 401(a) of the Code, that accepts the Distributee's
Eligible Rollover Distribution. However, in the case of an
Eligible Rollover Distribution to the Surviving Spouse, an
Eligible Retirement Plan is an individual retirement account
or an individual retirement annuity.

44
50

(D) Eligible Rollover Distribution: An Eligible Rollover
Distribution is any distribution of all or any portion of the
balance to the credit of the Distributee, except that an
Eligible Rollover Distribution does not include: any
distribution that is one of a series of substantially equal
periodic payments (not less frequently than annually) made
for the life (or life expectancy) of the Distributee or the
joint lives (or joint life expectancies) of the Distributee
and the Distributee's designated beneficiary, or for a
specified period of ten years or more; any distribution to
the extent such distribution is required under section
401(a)(9) of the Code; and the portion of any distribution
that is not includible in gross income (determined without
regard to the exclusion for net unrealized appreciation with
respect to employer securities).

(E) Offset Amount: An Offset Amount is the amount by which a
Participant's Account is reduced to repay a loan from the
Plan (including the enforcement of the Plan's security
interest in the Participant's Account).

45
51

ARTICLE VII
RETIREMENT BENEFITS

7.1 NORMAL RETIREMENT. A Participant who attains his Normal Retirement Age
shall have a Vesting Percentage of 100%. If a Participant retires from
the active Service of the Employer on his Normal Retirement Date, he
shall be entitled to receive a distribution of the entire value of his
Participant's Account as of his Normal Retirement Date.

7.2 LATE RETIREMENT. A Participant may continue in the Service of the
Employer after his Normal Retirement Age, and in such event he shall
retire on his Late Retirement Date. Such Participant shall continue as
a Participant under this Plan until such Late Retirement Date. The
Participant shall have a Vesting Percentage of 100% and shall be
entitled to receive a distribution of the entire value of his
Participant's Account as of his Late Retirement Date.

7.3 DISABILITY RETIREMENT. A Participant who retires from the Service of
the Employer on account of Disability shall have a Vesting Percentage
of 100% and shall be entitled to receive a distribution of the entire
value of his Participant's Account as of his Disability Retirement
Date.

46
52

ARTICLE VIII
JOINT AND SURVIVOR ANNUITY REQUIREMENTS

8.1 GENERAL. The provisions of this Article shall take precedence over any
conflicting provision in this Plan.

The provisions of this Article shall apply to any Participant who is
credited with at least one Hour of Service with the Employer on or
after August 23, 1984, and such other Participants as provided in
Section 8.7.

8.2 PAYMENT OF QUALIFIED JOINT AND SURVIVOR ANNUITY. Unless an optional
form of benefit is selected pursuant to a Qualified Election within
the ninety-day period ending on the first day on which all events have
occurred which entitle the Participant to a benefit, a married
Participant's Vested Interest will be paid in the form of a Qualified
Joint and Survivor Annuity.

An unmarried Participant will be provided a single Life Annuity unless
the Participant elects another form of benefit during the applicable
Election Period.

8.3 PAYMENT OF QUALIFIED PRERETIREMENT SURVIVOR ANNUITY. Unless an
optional form of benefit has been selected within the Election Period
pursuant to a Qualified Election, if a married Participant dies before
his Annuity Starting Date, then 50% of the Participant's Vested
Interest, less the amount of any unpaid loan balance outstanding under
the terms of Article X-A, shall be applied toward the purchase of an
immediate Annuity for the life of the Surviving Spouse. As an
alternative to receiving the benefit in this form of an Annuity, the
Surviving Spouse may elect to receive a single cash payment or any
other form of payment provided for in the Plan within a reasonable
time after the Participant's death.

8.4 DEFINITIONS.

(A) Election Period: The period which begins on the first day of
the Plan Year in which the Participant attains age 35 and
ends on the date of the Participant's death. If a Participant
separates from Service prior to the first day of the Plan
Year in which age 35 is attained, with respect to the account
balance as of the date of separation, the Election Period
shall begin on the date of separation.

A Participant who has not attained age 35 as of the end of a
Plan Year, may make a special Qualified Election to waive the
Qualified Preretirement Survivor Annuity for the period
beginning on the date of such election and ending on the
first day of the Plan Year in which the Participant will
attain age 35. Such election shall not be valid unless the
Participant receives a written explanation of the Qualified
Preretirement Survivor Annuity in such terms as are
comparable to the explanation required under Section 8.6(A).
Qualified Preretirement Survivor Annuity coverage will be
automatically reinstated as of the first day of the Plan Year
in which the Participant attains age 35. Any new waiver on or
after such date shall be subject to the full requirements of
this Article.

(B) Qualified Election: A waiver of a Qualified Joint and
Survivor Annuity or a Qualified Preretirement Survivor
Annuity. Any waiver of a Qualified Joint and Survivor Annuity
or a Qualified Preretirement Survivor Annuity shall not be
effective unless: (a) the Participant's Spouse

47
53

consents in writing to the election; (b) the election
designates a specific Beneficiary, including any class of
Beneficiaries or any contingent Beneficiaries, which may not
be changed without spousal consent (or the Spouse expressly
permits designations by the Participant without any further
spousal consent); (c) the Spouse's consent acknowledges the
effect of the election; and (d) the Spouse's consent is
witnessed by a Plan representative or notary public.
Additionally, a Participant's waiver of the Qualified Joint
and Survivor Annuity shall not be effective unless the
election designates a form of benefit payment which may not
be changed without spousal consent (or the Spouse expressly
permits designations by the Participant without any further
spousal consent). If it is established to the satisfaction of
a Plan representative that such written consent cannot be
obtained because:

(1) there is no Spouse;

(2) the Spouse cannot be located;

(3) the Participant is legally separated or has been
abandoned within the meaning of local law, and the
Participant has a court order to such effect;

(4) of other circumstances as the Secretary of the
Treasury may by regulations prescribe, the
Participant's election to waive coverage will be
considered a Qualified Election.

Any consent by a Spouse obtained under this provision (or
establishment that the consent of a Spouse may not be
obtained) shall be effective only with respect to such
Spouse. A consent that permits designations by the
Participant without any requirement of further consent by
such Spouse must acknowledge that the Spouse has the right to
limit consent to a specific Beneficiary, and a specific form
of benefit where applicable, and that the Spouse voluntarily
elects to relinquish either or both of such rights. A
revocation of a prior waiver may be made by a Participant
without the consent of the Spouse at any time before the
commencement of benefits. The number of revocations shall not
be limited. No consent obtained under this provision shall be
valid unless the Participant has received notice as provided
in Section 8.6 below.

(C) Qualified Joint and Survivor Annuity: An immediate Annuity
for the life of the Participant with a survivor Annuity for
the life of the Spouse which is not less than 50% and not
more than 100% of the amount of the Annuity which is payable
during the joint lives of the Participant and the Spouse and
which is the amount of benefit which can be purchased with
the Participant's entire Vested Interest. If no survivor
Annuity percentage has been specified in an election, the
percentage payable to the Spouse will be 50%.

Notwithstanding the above paragraph, a Qualified Joint and
Survivor Annuity for an unmarried Participant shall mean an
Annuity for the life of the Participant.

(D) Qualified Preretirement Survivor Annuity: A survivor Annuity
for the life of the Spouse in the amount which can be
purchased with 50% of the Participant's Vested Interest. Such
Annuity shall be provided proportionately from both employer
contributions and Employee Contributions.

(E) Spouse (Surviving Spouse): The Spouse or Surviving Spouse of
the Participant. A former Spouse may be treated as the Spouse
or Surviving Spouse to the extent provided under a Qualified
Domestic Relations Order as described in Internal Revenue
Code section 414(p).

48
54

8.5 CONSENT REQUIREMENTS. Only the Participant need consent to the
commencement of a distribution in the form of a Qualified Joint and
Survivor Annuity while the account balance is immediately
distributable. Neither the consent of the Parrticipant nor the
Participant's Spouse shall be required to the extent that a
distribution is required to satisfy section 401(a)(9) or section 415
of the Code. An account balance is immediately distributable if any
part of the account balance could be distributed to the Participant
(or Surviving Spouse) before the Participant attains (or would have
attained if not deceased) the later of Normal Retirement Age or age
62.

8.6 NOTICE REQUIREMENTS.

(A) In the case of a Qualified Joint and Survivor Annuity as
described in Section 8.4(C), the Plan Administrator shall
provide each Participant within a reasonable period prior to
the commencement of benefits a written explanation of: (i)
the terms and conditions of a Qualified Joint and Survivor
Annuity; (ii) the Participant's right to make and the effect
of an election to waive the Qualified Joint and Survivor
Annuity form of benefit; (iii) the rights of a Participant's
Spouse; (iv) the right to make, and the effect of, a
revocation of a previous election to waive the Qualified
Joint and Survivor Annuity; (v) a general description of the
eligibility conditions and other material features of the
optional forms of benefit; and (vi) sufficient additional
information to explain the relative values of the optional
forms of benefit available to them under this Plan.

(B) In the case of a Qualified Preretirement Survivor Annuity as
described in Section 8.4(D), the Plan Administrator shall
provide each Participant within the period beginning on the
first day of the Plan Year in which the Participant attains
age 32 and ending with the close of the Plan Year preceding
the Plan Year in which the Participant attains age 35, a
written explanation of the Qualified Preretirement Survivor
Annuity in such terms and in such manner as would be
comparable to the explanation provided for meeting the
requirements of Section 8.6(A) to a Qualified Joint and
Survivor Annuity.

If a Participant enters the Plan after the first day of the
Plan Year in which the Participant attained age 32, the Plan
Administrator shall provide notice no later than the close of
the second Plan Year succeeding the entry of the Participant
in the Plan.

If a Participant enters the Plan after he has attained age
35, the Plan Administrator shall provide notice within a
reasonable period of time following the entry of the
Participant in the Plan.

If a Participant's Termination of Employment occurs before
the Participant attains age 35, the Plan Administrator shall
provide notice within one year of such Termination of
Employment.

8.7 TRANSITIONAL RULES.

(A) Any living Participant not receiving benefits on August 23,
1984, who would otherwise not receive the benefits prescribed
by the previous Sections of this Article must be given the
opportunity to elect to have the prior Sections of this
Article relating to the Qualified Preretirement Survivor
Annuity apply if such Participant is credited with at least
one Hour of Service under this Plan or a predecessor plan in
a Plan Year beginning on or after January 1, 1976, and such
Participant had at least 10 Years of Service for vesting
purposes when he separated from Service.

(B) Any living Participant not receiving benefits on August 23,
1984, who was credited with at least one Hour of Service
under this Plan or a predecessor plan on or after September
2, 1974, and who is not otherwise credited with any Service
in a Plan Year beginning on or after January 1, 1976, must be
given the opportunity to have his or her benefits paid in
accordance with Section 8.7(D).

49
55

(C) The respective opportunities to elect (as described in
Sections 8.7(A) and 8.7(B) above) must be afforded to the
appropriate Participants during the period commencing on
August 23, 1984, and ending on the date benefits would
otherwise commence to said Participants.

(D) Any Participant who has elected pursuant to Section 8.7(B)
of this Article and any Participant who does not elect under
Section 8.7(A) or who meets the requirements of Section
8.7(A) except that such Participant does not have at least 10
Years of Service for vesting purposes when he separates from
Service, shall have his benefits distributed in accordance
with all of the following requirements if benefits would have
been payable in the form of a life annuity:

(1) Automatic Joint and Survivor Annuity. If benefits in
the form of a life annuity become payable to a
married Participant who:

(a) begins to receive payments under the Plan
on or after Normal Retirement Age; or

(b) dies on or after Normal Retirement Age
while still working for the Employer; or

(d) separates from Service on or after
attaining Normal Retirement Age (or the
Qualified Early Retirement Age) and after
satisfying the eligibility requirements for
the payment of benefits under the Plan and
thereafter dies before beginning to receive
such benefits;

then such benefits will be received under this Plan
in the form of a Qualified Joint and Survivor
Annuity, unless the Participant has elected
otherwise during the election period. The election
period must begin at least six months before the
Participant attains Qualified Early Retirement Age
and end not more than 90 days before the
commencement of benefits. Any election hereunder
will be in writing and may be changed by the
Participant at any time.

(2) Election of Early Survivor Annuity: A Participant
who is employed after attaining the Qualified Early
Retirement Age will be given the opportunity to
elect, during the election period, to have a
survivor annuity payable on death. If the
Participant elects the survivor annuity, payments
under such Annuity must not be less than the
payments which would have been made to the Spouse
under the Qualified Joint and Survivor Annuity if
the Participant had retired on the day before his or
her death. Any election under this provision will be
in writing and may be changed by the Participant at
any time. The election period begins on the later of
(1) the 90th day before the Participant attains the
Qualified Early Retirement Age, or (2) the date on
which participation begins, and ends on the date the
Participant terminates employment.

(3) For purposes of this Section 8.7(D):

(a) Qualified Early Retirement Age is the
latest of:

(i) the earliest date, under the Plan,
on which the Participant may elect
to receive retirement benefits; or

(ii) the first day of the 120th month
beginning before the Participant
reaches Normal Retirement Age; or

50
56

(iii) the date the Participant begins
participation.

(b) Qualified Joint and Survivor Annuity is an
Annuity for the life of the Participant
with a survivor annuity for the life of the
Spouse as described in Section 8.4(C).

51
57
ARTICLE IX
TERMINATION OF EMPLOYMENT

9.1 DISTRIBUTION. As of a Participant's Termination of Employment, he shall
be entitled to receive a distribution of his entire Vested Interest.
Such distribution shall be further subject to the terms and conditions
of Article VI.

If at the time of his Termination of Employment the Participant's
Vesting Percentage is not 100% and the Participant does not take a
distribution from the portion of his Vested Interest subject to the
Vesting Percentage, the non-vested portion of his Participant's Account
will become a Forfeiture upon the date the Participant incurs five
consecutive One-Year Breaks in Service.

If at the time of his Termination of Employment the Participant's
Vesting Percentage is not 100% and such Participant does take a
distribution from the portion of his Vested Interest subject to the
Vesting Percentage, or if the Participant's Vesting Percentage is 0%,
the non-vested portion of his Participant's Account will become a
Forfeiture upon the date such terminated Participant incurs a One-Year
Break in Service.

If the Participant, whose non-vested portion of his Participant's
Account became a Forfeiture in accordance with the terms of the
preceding paragraph, is later rehired by the Employer and re-enrolls in
the Plan before incurring five consecutive One-Year Breaks in Service,
then the amount of the Forfeiture shall be restored by the Employer and
shall be included as part of that portion of his Participant's Account
subject to the Vesting Percentage.

In addition, such rehired Participant shall be entitled to repay the
portion of the distribution made at his Termination of Employment that
was derived from Employer Contributions. The portion of the repayment
that is attributable to amounts that were subject to the Vesting
Percentage shall, upon repayment, be included as part of that portion of
his Participant's Account subject to the Vesting Percentage and will no
longer be considered a distribution for purposes of determining the
Participant's Vested Interest. Such repayment must be made before the
Participant has incurred five consecutive One-Year Breaks in Service
following the date he received the distribution or five years after the
Participant is re-employed by the Employer, whichever date is earlier.

9.2 NO FURTHER RIGHTS OR INTEREST. A Participant shall have no further
interest in or any rights to any portion of his Participant's Account
that becomes a Forfeiture due to his Termination of Employment once the
Participant incurs five consecutive One-Year Breaks in Service in
accordance with Article II.

9.3 APPLICATION OF FORFEITURES. Any Forfeiture arising in accordance with
the provisions of Section 9.1 shall be used by the Employer to reduce
and in lieu of the contributions made by the Employer next due under
Article IV, or to pay Plan expenses, at the earliest opportunity after
such Forfeiture becomes available.

ARTICLE X
WITHDRAWALS

10.1 WITHDRAWAL AFTER AGE 59-1/2. A Participant who has attained age 59-1/2,
may elect to withdraw from his Participant's Account, once every Plan
Year, an amount which is equal to any whole percentage (not exceeding
100%) of his Vested Interest in his Participant's Account.

Withdrawals must be a minimum of $500.

10.2 WITHDRAWAL FOR SERIOUS FINANCIAL HARDSHIP OF CONTRIBUTIONS OTHER THAN
ELECTIVE DEFERRAL CONTRIBUTIONS. In the event a Participant suffers a
Serious Financial Hardship, such Participant may withdraw a portion of
his Vested Interest attributable to the following to meet such need:

- Matching Contributions that are not designated as Qualified Matching
Contributions, including earnings.

In no event may any such withdrawal exceed the amount required to meet
the immediate financial need created by the Serious Financial Hardship.

Such Serious Financial Hardship must be shown by positive evidence
submitted to the Plan Administrator that the hardship is of sufficient
magnitude to impair the Participant's financial security. Withdrawals
shall be determined in a consistent and nondiscriminatory manner, and
shall not affect the Participant's right under the Plan to make
additional withdrawals or to continue to be a Participant.

Withdrawals for Serious Financial Hardship of contributions other than
Elective Deferral Contributions must be a minimum of $500.00.

10.3 WITHDRAWAL FOR SERIOUS FINANCIAL HARDSHIP OF ELECTIVE DEFERRAL
CONTRIBUTIONS. Distributions of Elective Deferral Contributions may be
made to a Participant in the event of a hardship. For purposes of this
section, a distribution is made on account of hardship only if the
distribution both is made on account of an immediate and heavy financial
need of the Employee and is necessary to satisfy the financial need. In
addition, for Plan Years beginning after December 31, 1988 any
distribution on account of hardship shall be limited to the
distributable amount described in paragraph (C) of this section.

(A) Whether an Employee has an immediate and heavy financial need shall
be determined by the Plan Administrator based on all relevant facts
and circumstances. An immediate and heavy financial need shall be
determined to exist if the Employee establishes to the satisfaction
of the Plan Administrator that the need is a result of:

(1) Expenses for medical care described in section 213(d) of the
Code previously incurred by the Employee, the Employee's
spouse, or any dependents of the Employee (as defined in
section 152 of the Code) or necessary for these persons to
obtain medical care described in section 213(d) of the Code;

53
59

(2) Payment of tuition and related educational fees for the next
12 months of post-secondary education for the Employee, his
or her spouse, children or dependents (as defined in section
152 of the Code);

(3) Costs directly related to the purchase of a principal
residence for the Employee (excluding mortgage payments);

(4) Payments necessary to prevent the eviction of the Employee
from the Employee's principal residence or foreclosure on
the mortgage on that residence; or

The Employee shall have the burden of presenting to the Plan
Administrator written evidence sufficient to demonstrate the
existence of such need, and the Plan Administrator shall not permit
a distribution under this section without first receiving such
evidence.

(B) The Participant shall specify on the application for a hardship
withdrawal whether the Participant elects the provision of (1) or
(2) below to be used in determining the necessity of the hardship.

(1) A distribution will be considered as necessary to satisfy an
immediate and heavy financial need of the Employee only if all
of the following requirements are satisfied:

(a) The hardship distribution is not in excess of the amount
of the immediate and heavy financial need of the Employee.
The amount of an immediate and heavy financial need may
include the amounts necessary to apply any federal, state,
or local income taxes or penalties reasonably anticipated
to result from the distribution.

(b) The Employee had obtained all distributions, other than
hardship distributions, and all nontaxable (at the time of
the loan) loans currently available under all plans
maintained by the Employer.

(c) The Employee is suspended from making Elective Deferral
Contributions to the Plan for at least 12 months after
receipt of the hardship distribution In addition, the
Employee must be prohibited under the terms of the plan or
an otherwise enforceable agreement from making Elective
Deferral Contributions and Employee Contributions to all
other plans maintained by the Employer for at least 12
months after receipt of the hardship distribution.

For this purpose, the phrase "all other plans of the
Employer" means all qualified and nonqualified plans of
deferred compensation maintained by the Employer. The
phrase includes a stock option, stock purchase, or similar
plan, or a cash or deferred arrangement that is part of a
cafeteria plan within the meaning of section 125 of the
Code. However, it does not include the mandatory employee
contribution part of a defined benefit plan. It also does
not include a health or welfare benefit plan, including
one that is part of a cafeteria plan within the meaning of
section 125 of the Code.

(d) The Employee may not make Elective Deferral Contributions
to the Plan for the Employee's taxable year immediately
following the taxable year of the hardship distribution in
excess of the applicable limit under section 402(g) of the
Code for such taxable year less the amount of such
Employee's Elective Deferral Contributions for the taxable
year of the hardship distribution. In addition, all

54
60

other plans maintained by the Employer must limit the
Employee's Elective Deferral Contributions for the next
taxable year to the applicable limit under section 402(g)
of the Code for that year minus the Employee's Elective
Deferral Contributions for the year of the hardship
distribution.

(2) A distribution will be treated as necessary to satisfy a
financial need if the Employer relies upon the Employee's
written representation, unless the Employer has actual
knowledge to the contrary, that the need cannot reasonably be
relieved:

(a) Through reimbursement or compensation by insurance or
otherwise;

(b) By liquidation of the Employee's assets;

(d) By other distributions or nontaxable (at the time of the
loan) loans from plans maintained by the Employer or by
any other employer, or by borrowing from commercial
sources on reasonable commercial terms in an amount
sufficient to satisfy the need.

A need cannot reasonably be relieved by one of the actions
listed above if the effect would be to increase the amount of
the need.

The amount of an immediate and heavy financial need may
include any amounts necessary to pay any federal, state, or
local income taxes or penalties reasonably anticipated to
result from the distribution.

(C) The distributable amount is equal to the Employee's total Elective
Deferral Contribution as of the date of distribution, reduced by
the amount of previous distributions of Elective Deferral
Contributions on account of hardship. The Employee's total Elective
Deferral Contributions shall be increased by income allocable to
Elective Deferral Contributions. In the case of income allocable to
Elective Deferral Contributions, the distributable amount may only
include amounts that were credited to the Employee's Account as of
December 31, 1988.

(D) Withdrawals for Serious Financial Hardship of Elective Deferral
Contributions must be a minimum of $500.00.

10.4 WITHDRAWAL OF ROLLOVER CONTRIBUTIONS. Once during a Plan Year an
Employee may elect to withdraw from his Participant's Account an amount
up to 100% of the value of that portion of his account attributable to
his Rollover Contributions as defined in Article IV. Such an election
shall become effective in accordance with the Notification Section
below.

10.5 WITHDRAWAL - PARTICIPANTS EMPLOYER STOCK ACCOUNT. The ability of a
Participant who is subject to the reporting requirements of Section
16(a) of the Securities Exchange Act of 1934 (the "Act") to make
withdrawals or investment changes involving the Participant's Employer
Stock Account may be restricted by the Plan Administrator to comply with
the rules under Section 16(b) of the Act.

10.6 NOTIFICATION. The Participant shall notify the Administrator in writing
of his election to make a withdrawal under the preceding provisions of
this Article X. Any such election shall be effective as of the date
specified in such notice, which date must be at least 15 days after such
notice is filed. Payment of the withdrawal shall be subject to the terms
and conditions of Article VI.

55
61

10.7 NON-REPAYMENT. Withdrawals made in accordance with this Article X may
not be repaid.

10.8 SPOUSAL CONSENT TO WITHDRAWAL. Prior to obtaining a withdrawal in
accordance with this Article X, a married Participant must obtain
spousal consent in accordance with the provisions of Article VIII.

ARTICLE X-A
LOANS

10A.1 LOANS TO PARTICIPANTS. The Plan Administrator may make a bona fide loan
to a Participant, in an amount which does not exceed the lesser of
$50,000 or 50% of the Participant's Vested Interest in his Participant's
Account. The minimum amount to be borrowed is $500. Only one loan may be
outstanding at a time.

The loan shall be made under such terms, security interest, and
conditions as the Plan Administrator deems appropriate, provided,
however, that all loans granted hereunder:

(A) are available to all Participants and Beneficiaries, who are
parties-in-interest pursuant to section 3(14) of ERISA, on a
reasonably equivalent basis;

(B) are not made available to Highly Compensated Employees on a basis
greater than the basis made available to other Employees;

(D) are adequately secured;

(E) are made only after a Participant obtains the consent of his
Spouse, if any, to use his Participant's Account as security for
the loan. Spousal consent shall be obtained no earlier than the
beginning of the 90-day period that ends on the date on which the
loan is to be so secured. The consent must be in writing, must
acknowledge the effect of the loan, and must be witnessed by a plan
representative or notary public. Such consent shall thereafter be
binding with respect to the consenting Spouse or any subsequent
Spouse with respect to that loan. A new consent shall be required
if the Participant's Account is used for renegotiation, extension,
renewal or other revision of the loan.

(F) are made in accordance with and subject to all of the provisions of
this Article.

10A.2 LOAN PROCEDURES. The Plan Administrator shall establish a written set of
procedures, set forth in the summary plan description, by which all
loans will be administered. Such rules, which are incorporated herein by
reference, will include, but not be limited to, the following:

(A) the person or persons authorized to administer the loan program,
identified by name or position;

(B) the loan application procedure;

(D) any limits on the types of loans permitted;

(E) the procedure for determining a "reasonable" interest rate;

(F) acceptable collateral;

57
63

(G) default conditions; and

(H) steps which will be taken to preserve Plan assets in the event of
default.

ARTICLE XI
FIDUCIARY DUTIES AND RESPONSIBILITIES

11.1 GENERAL FIDUCIARY STANDARD OF CONDUCT. Each Fiduciary of the Plan shall
discharge his duties hereunder solely in the interest of the
Participants and their Beneficiaries and for the exclusive purpose of
providing benefits to Participants and their Beneficiaries and defraying
reasonable expenses of administering the Plan. Each Fiduciary shall act
with the care, skill, prudence, and diligence under the circumstances
that a prudent man acting in a like capacity and familiar with such
matters would use in conducting an enterprise of like character and with
like aims, in accordance with the documents and instruments governing
this Plan, insofar as such documents and instruments are consistent with
this standard.

11.2 SERVICE IN MULTIPLE CAPACITIES. Any Person or group of persons may serve
in more than one fiduciary capacity with respect to this Plan.

11.3 LIMITATIONS ON FIDUCIARY LIABILITY. Nothing in this Plan shall be
construed to prevent any Fiduciary from receiving any benefit to which
he may be entitled as a Participant or Beneficiary in this Plan, so long
as the benefit is computed and paid on a basis which is consistent with
the terms of this Plan as applied to all other Participants and
Beneficiaries. Nor shall this Plan be interpreted to prevent any
Fiduciary from receiving any reasonable compensation for services
rendered, or for the reimbursement of expenses properly and actually
incurred in the performance of his duties with the Plan; except that no
Person so serving who already receives full-time pay from an Employer
shall receive compensation from this Plan, except for reimbursement of
expenses properly and actually incurred.

11.4 INVESTMENT MANAGER. When an Investment Manager has been appointed he, is
required to acknowledge in writing that he has undertaken a Fiduciary
responsibility with respect to the Plan.

ARTICLE XII
THE ADMINISTRATOR

12.1 DESIGNATION AND ACCEPTANCE. The Employer shall designate a person or
persons to serve as Administrator under the Plan and such person, by
joining in the execution of this Plan and Trust Agreement accepts such
appointment and agrees to act in accordance with the terms of the Plan.

12.2 DUTIES AND AUTHORITY. The Administrator shall administer the Plan in a
nondiscriminatory manner for the exclusive benefit of Participants and
their Beneficiaries.

The Administrator shall perform all such duties as are necessary to
operate, administer, and manage the Plan in accordance with the terms
thereof, including but not limited to the following:

(A) To determine all questions relating to a Participant's coverage
under the Plan;

(B) To maintain all necessary records for the administration of the
Plan;

(C) To compute and authorize the payment of retirement income and other
benefit payments to eligible Participants and Beneficiaries;

(D) To interpret and construe the provisions of the Plan and to make
regulations which are not inconsistent with the terms thereof; and

(E) To advise or assist Participants regarding any rights, benefits, or
elections available under the Plan.

The Administrator shall take all such actions as are necessary to
operate, administer, and manage the Plan as a retirement program which
is at all times in full compliance with any law or regulation affecting
this Plan.

The Administrator may allocate certain specified duties of plan
administration to an individual or group of individuals who, with
respect to such duties, shall have all reasonable powers necessary or
appropriate to accomplish them.

12.3 EXPENSES AND COMPENSATION. All expenses of administration may be paid
out of the Trust fund unless paid by the Employer. Such expenses shall
include any expenses incident to the functioning of the Administrator,
including, but not limited to, fees of accountants, counsel, and other
specialists and their agents, and other costs of administering the Plan.
Until paid, the expenses shall constitute a liability of the Trust fund.
However, the Employer may reimburse the Trust fund for any
administration expense incurred. Any administration expense paid to the
Trust fund as a reimbursement shall not be considered an Employer
Contribution. Nothing shall prevent the Administrator from receiving
reasonable compensation for services rendered in administering this
Plan, unless the Administrator already receives full-time pay from any
Employer adopting the Plan.

12.4 INFORMATION FROM EMPLOYER. To enable the Administrator to perform his
functions, the Employer shall supply full and timely information to the
Administrator on all matters relating to this Plan as the Administrator
may require.

60
66

12.5 ADMINISTRATIVE COMMITTEE; MULTIPLE SIGNATURES. In the event that more
than one person has been duly nominated to serve on the Administrative
Committee and has signified in writing the acceptance of such
designation, the signature(s) of one or more persons may be accepted by
an interested party as conclusive evidence that the Administrative
Committee has duly authorized the action therein set forth and as
representing the will of and binding upon the whole Administrative
Committee. No person receiving such documents or written instructions
and acting in good faith and in reliance thereon shall be obliged to
ascertain the validity of such action under the terms of this Plan. The
Administrative Committee shall act by a majority of its members at the
time in office and such action may be taken either by a vote at a
meeting or in writing without a meeting.

12.6 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR. The Administrator, or
any member of the Administrative Committee, may resign at any time by
delivering to the Employer a written notice of resignation, to take
effect at a date specified therein, which shall not be less than 30 days
after the delivery thereof, unless such notice shall be waived.

The Administrator may be removed with or without cause by the Employer
by delivery of written notice of removal, to take effect at a date
specified therein, which shall be not less than 30 days after delivery
thereof, unless such notice shall be waived.

The Employer, upon receipt of or giving notice of the resignation or
removal of the Administrator, shall promptly designate a successor
Administrator who must signify acceptance of this position in writing.
In the event no successor is appointed, the Board of Directors of the
Employer will function as the Administrative Committee until a new
Administrator has been appointed and has accepted such appointment.

12.7 INVESTMENT MANAGER. The Administrator may appoint, in writing, an
Investment Manager or Managers to whom is delegated the authority to
manage, acquire, invest or dispose of all or any part of the Trust
assets. With regard to the assets entrusted to his care, the Investment
Manager shall provide written instructions and directions to the
Trustee, who shall in turn be entitled to rely upon such written
direction. This appointment and delegation shall be evidenced by a
signed written agreement.

12.8 DELEGATION OF DUTIES. The Administrator shall have the power, to the
extent permitted by law, to delegate the performance of such Fiduciary
and non-Fiduciary duties, responsibilities and functions as the
Administrator shall deem advisable for the proper management and
administration of the Plan in the best interests of the Participants and
their Beneficiaries.

61
67

ARTICLE XIII
PARTICIPANTS' RIGHTS

13.1 GENERAL RIGHTS OF PARTICIPANTS AND BENEFICIARIES. The Plan is established
and the Trust assets are held for the exclusive purpose of providing
benefits for such Employees and their Beneficiaries as have qualified to
participate under the terms of the Plan.

13.2 FILING A CLAIM FOR BENEFITS. A Participant or Beneficiary or the
Employer acting in his behalf, shall notify the Administrator of a claim
of benefits under the Plan. Such request shall be in writing to the
Administrator and shall set forth the basis of such claim and shall
authorize the Administrator to conduct such examinations as may be
necessary to determine the validity of the claim and to take such steps
as may be necessary to facilitate the payment of any benefits to which
the Participant or Beneficiary may be entitled under the terms of the
Plan.

A decision by the Administrator shall be made promptly and not later
than 90 days after the Administrator's receipt of the claim of benefits
under the Plan, unless special circumstances require an extension of the
time for processing, in which case a decision shall be rendered as soon
as possible, but not later than 180 days after the initial receipt of
the claim of benefits.

13.3 DENIAL OF CLAIM. Whenever a claim for benefits by any Participant or
Beneficiary has been denied by a Plan Administrator, a written notice,
prepared in a manner calculated to be understood by the Participant,
must be provided, setting forth (1) the specific reasons for the denial;
(2) the specific reference to pertinent Plan provisions on which the
denial is based; (3) a description of any additional material or
information necessary for the claimant to perfect the claim and an
explanation of why such material or information is necessary; and (4) an
explanation of the Plan's claim review procedure.

13.4 REMEDIES AVAILABLE TO PARTICIPANTS. A Participant or Beneficiary may (1)
request a review by a Named Fiduciary, other than the Administrator,
upon written application to the Plan; (2) review pertinent Plan
documents; and (3) submit issues and comments in writing to a Named
Fiduciary. A Participant or Beneficiary shall have 60 days after receipt
by the claimant of written notification of a denial of a claim to
request a review of a denied claim.

A decision by a Named Fiduciary shall be made promptly and not later
than 60 days after the Named Fiduciary's receipt of a request for
review, unless special circumstances require an extension of the time
for processing, in which case a decision shall be rendered as soon as
possible, but not later than 120 days after receipt of a request for
review. The decision on review by a Named Fiduciary shall be in writing
and shall include specific reasons for the decision, written in a manner
calculated to be understood by the claimant, and specific references to
the pertinent Plan provisions on which the decision is based.

A Participant or Beneficiary shall be entitled, either in his own name
or in conjunction with any other interested parties, to bring such
actions in law or equity or to undertake such administrative actions or
to seek such relief as may be necessary or appropriate to compel the
disclosure of any required information, to enforce or protect his
fights, to recover present benefits due to him, or to clarify his fights
to future benefits under the Plan.

13.5 LIMITATION OF RIGHTS. Participation hereunder shall not grant any
Participant the fight to be retained in the Service of the Employer or
any other rights or interest in the Plan or Trust fund other than those
specifically herein set forth.

13.6 PARTICIPANT CONTRIBUTIONS. Each Participant, regardless of his length of
Service with the Employer, shall be fully vested (100%) at all times in
any portion of his Participant's Account attributable to the following:

- Rollover Contributions.

13.7 MERGERS OR TRANSFERS. In the case of any merger or consolidation with or
transfer of assets or liabilities to any other qualified plan after
September 2, 1974, the following conditions must be met:

(A) The sum of the account balances in each plan shall equal the fair
market value (determined as of the date of the merger or transfer
as if the plans had then terminated) of the entire plan assets.

(B) The assets of each plan shall be combined to form the assets of the
plan as merged (or transferred).

(C) Immediately after the merger (or transfer), each Participant in the
plan merged (or transferred) shall have an account balance equal to
the sum of the account balances the Participant had in the plans
immediately prior to the merger (or transfer).

(D) Immediately after the merger (or transfer) each Participant in the
plan merged (or transferred) shall be entitled to the same optional
benefit forms as he was entitled to immediately prior to the merger
(or transfer).

In the case of any merger or consolidation with or transfer of assets or
liabilities to any defined benefit plan after September 2, 1974, one of
the plans before such merger, consolidation, or transfer shall be
converted into the other type of plan and either the rules described
above, applicable to the merger of two defined contribution plans, or
the rules applicable to the merger of two defined benefit plans, as
appropriate, shall be applied.

13.8 PARTICIPANT'S ACCOUNT AND VALUATION. A Participant's Account shall be
maintained on behalf of each Participant until such account is
distributed in accordance with the terms of this Plan. At least once per
year, as of the last day of the Plan Year, each Participant's Account
shall be adjusted for any earnings, gains, losses, contributions,
withdrawals, loans, and expenses, attributable to such Plan Year, in
order to obtain a new valuation of the Participant's Account.

13.9 INVESTMENT OF CONTRIBUTIONS. Each Participant and/or Beneficiary shall
have the exclusive authority to direct the investment of contributions
made to his Participant's Account among the investment funds designated
by the Employer. The Participant and/or Beneficiary shall elect, by
written notice to the Plan Administrator, to have a specified percentage
invested in one or more investment fund(s), as long as the designated
percentage for each fund is a whole number, and the sum of the
percentages allocated is equal to 100%.

At any time, the Participant may change the amount of the contributions
pursuant to the above paragraph to be invested in a particular
investment fund, subject to the rules of the investment funds in which
the Participant's Account is invested or is to be invested.

The Plan Administrator shall provide each Participant with a form which
the Participant may use to select among the investment funds designated
by the Employer.

63
69

13.10 TRANSFERS BETWEEN INVESTMENT FUNDS. A Participant and/or Beneficiary may
designate the amount of the contributions pursuant to Section 13.9 above
to be transferred between the investment funds designated by the
Employer, at any time.

Notwithstanding the above, the transfer of amounts between investment
funds shall be subject to the rules of the investment funds in which the
Participant's Account is invested or is to be invested.

The ability of a Participant who is subject to the reporting
requirements of Section 16(a) of the Securities and Exchange Act of 1934
(the "Act") to make withdrawals or investment changes involving the
Participant's Employer Stock Account may be restricted by the Plan
Administrator to comply with rules under Section 16(b) of the Act.

ARTICLE XIV
AMENDMENT OR TERMINATION OF THE PLAN

14.1 AMENDMENT OF PLAN. The Employer shall have the right from time to time
to modify or amend, in whole or in part, any or all provisions of the
Plan, provided that a Board of Directors' resolution pursuant to such
modification or amendment shall first be adopted and provided further
that the modification or amendment is signed by the Employer and the
Administrator. Upon any such modification or amendment the Administrator
and the Trustee shall be furnished a copy thereof. No amendment shall
deprive any Participant or Beneficiary of any Vested Interest hereunder.
Any Participant having not less than three Years of Service shall be
permitted to elect, in writing, to have his Vesting Percentage computed
under the Plan without regard to such amendment.

The period during which the election must be made by the Participant
shall begin no later than the date the Plan Amendment is adopted and end
no later than after the latest of the following dates:

(A) The date which is 60 days after the day the amendment is adopted;
or

(B) The date which is 60 days after the day the amendment becomes
effective; or

(C) The date which is 60 days after the day the Participant is issued
written notice of the amendment by the Employer or Administrator.

Such written election by a Participant shall be made to the
Administrator.

No amendment to the Plan shall decrease a Participant's Account balance
or eliminate an optional form of distribution. Notwithstanding the
preceding sentence, a Participant's Account balance may be reduced to
the extent permitted under Internal Revenue Code section 412(c)(8).
Furthermore, no amendment to the Plan shall have the effect of
decreasing a Participant's Vested Interest determined without regard to
such amendment as of the later of the date such amendment is adopted or
the date it becomes effective.

14.2 CONDITIONS OF AMENDMENT. The Employer shall not make any amendment which
would cause the Plan to lose its status as a qualified plan within the
meaning of section 401(a) of the Code.

14.3 TERMINATION OF THE PLAN. The Employer intends to continue the Plan
indefinitely for the benefit of its Employees, but reserves the right to
terminate the Plan at any time by resolution of its Board of Directors.
Upon such termination, the liability of the Employer to make
contributions, if any, hereunder shall terminate.

14.4 FULL VESTING. Upon the termination or partial termination of the Plan,
or upon complete discontinuance of Employer contributions, the rights of
all affected Participants in and to the amounts credited to each such
Participant's Account shall be 100% vested and nonforfeitable.

14.5 DISTRIBUTIONS UPON PLAN TERMINATION. If this Plan is terminated and the
Employer does not maintain or establish another defined contribution
plan, pursuant to Code section 401(k)(l0)(A)(i), each Participant shall
receive a total distribution, in the form of a lump-sum distribution as
defined in Code section 401(k)(l0)(B)(ii), of his Participant's Account
in accordance with the terms and conditions of Article VI.

However, if this Plan is terminated and the Employer does maintain or
establish another defined contribution plan as discussed in the above
paragraph, or if the Plan is only partially terminated, each Participant
shall receive a total distribution of his Participant's Account,
excluding any amounts attributable to Elective Deferral Contributions
and contributions made by the Employer designated as 401(k)
contributions in accordance with the terms and conditions of Article VI.
In such a situation, any amounts in a Participant's Account attributable
to Elective Deferral Contributions and contributions made by the
Employer designated as 401(k) contributions may be distributed only upon
the occurrence of an event described in Article VI.

No Participant and/or spousal consent will be required for a
distribution where no successor plan exists. However, if the Employer
does maintain a successor plan, Participant and/or spousal consent is
required for a distribution exceeding $3,500. The Participant's Account
will be transferred to such successor plan if the required consents are
not received.

14.6 APPLICATION OF FORFEITURES. Upon the termination of the Plan, any
Forfeitures which have not been applied as of such termination to reduce
the contribution made by the Employer shall be credited on a pro rata
basis to the Participant's Account of the then Active Participants in
the same manner as the last contribution made by the Employer under the
Plan.

14.7 APPROVAL BY THE INTERNAL REVENUE SERVICE. Notwithstanding any other
provisions of this Plan, the Employer's adoption of this Plan is subject
to the condition precedent that the Employer's Plan shall be approved
and qualified by the Internal Revenue Service as meeting the
requirements of section 401(a) of the Internal Revenue Code and that
the Trust established in connection herewith shall be entitled to
exemption under the provisions of section 501(a). In the event the Plan
initially fails to qualify and the Internal Revenue Service issues a
final ruling that the Employer's Plan or Trust fails to so qualify as of
the Effective Date, all liability of the Employer to make further
contributions hereunder shall cease. The Plan Administrator, Trustee and
any other Named Fiduciary shall be notified immediately by the Employer,
in writing, of such failure to qualify. Upon such notification, the
value of the Participants' Accounts shall be distributed in cash to the
Employer, subject to the terms and conditions of Article VI.

That portion of such distribution which is attributable to Participant
Contributions as specified in Section 13.6, if any, shall be paid to the
Participant, and the balance of such distribution shall be paid to the
Employer.

14.8 SUBSEQUENT UNFAVORABLE DETERMINATION. If the Employer is notified
subsequent to initial favorable qualification that the Plan is no longer
qualified within the meaning of section 401(a) of the Internal Revenue
Code, or that the Trust is no longer entitled to exemption under the
provisions of section 501(a), and if the Employer shall fail within a
reasonable time to make any necessary changes in order that the Plan
and/or Trust shall so qualify, the Participants' Accounts shall be fully
vested and nonforfeitable and shall be disposed of as if the Plan had
terminated, in the manner set forth in this Article XIV.

ARTICLE XV
SUBSTITUTION OF PLANS

15.1 SUBSTITUTION OF PLANS. Subject to the provisions of Section 13.7 the
Employer may substitute an individually designed plan or a master or
prototype plan for this Plan without terminating this Plan as embodied
herein and this shall be deemed to constitute an amendment and
restatement in its entirety of this Plan as heretofore adopted by the
Employer; provided, however, that the Employer shall have certified to
the Trustee that this Plan is being continued on a restated basis which
meets the requirements of section 401(a) of the Internal Revenue Code and
ERISA.

15.2 TRANSFER OF ASSETS. Upon 90 days written notification from the Employer
that a different plan meeting the requirements set forth in Section 15.1
above has been executed and entered into by the Administrator and the
Employer, and after the Trustee has been furnished the Employer's
certification in writing that the Employer intends to continue the Plan
as a qualified Plan under section 401(a) of the Internal Revenue Code
and ERISA, assets which represent the value of all Participant's
Accounts may be transferred in accordance with the instructions received
from or on behalf of the Employer. The Trustee may rely fully on the
representations or directions of the Employer with respect to any such
transfer and shall be fully protected and discharged with respect to any
such transfer made in accordance with such representations,
instructions, or directions.

67
73

ARTICLE XVI
MISCELLANEOUS

16.1 NON-REVERSION. This Plan has been established by the Employer for the
exclusive benefit of the Participants and their Beneficiaries. Except as
otherwise provided in Sections 14.7, 16.7, and 16.8, under no
circumstances shall any funds contributed hereunder, at any time, revert
to or be used by the Employer, nor shall any such funds or assets of any
kind be used other than for the benefit of the Participants or their
Beneficiaries.

16.2 GENDER AND NUMBER. When necessary to the meaning hereof, and except when
otherwise indicated by the context, either the masculine or the neuter
pronoun shall be deemed to include the masculine, the feminine, and the
neuter, and the singular shall be deemed to include the plural.

16.3 REFERENCE TO THE CODE AND ERISA. Any reference to any section of the
Internal Revenue Code, ERISA, or to any other statute or law shall be
deemed to include any successor law of similar import.

16.4 GOVERNING LAW. The Plan and Trust shall be governed and construed in
accordance with the laws of the state where the Trustee has its
principal office if the Trustee is a corporation or an association,
otherwise under the laws of the state where the Employer has its
principal office.

16.5 COMPLIANCE WITH THE CODE AND ERISA. This Plan is intended to comply with
all requirements for qualification under the Internal Revenue Code and
ERISA, and if any provision hereof is subject to more than one
interpretation or any term used herein is subject to more than one
construction, such ambiguity shall be resolved in favor of that
interpretation or construction which is consistent with the Plan being
so qualified. If any provision of the Plan is held invalid or
unenforceable, such invalidity or unenforceability shall not affect any
other provisions, and this Plan shall be construed and enforced as if
such provision had not been included.

16.6 NON-ALIENATION. It is a condition of the Plan, and all rights of each
Participant shall be subject thereto, that no right or interest of any
Participant in the Plan shall be assignable or transferable in whole or
in part, either directly or by operation of law or otherwise, including,
but without limitation, execution, levy, garnishment, attachment,
pledge, bankruptcy or in any other manner, and no right or interest of
any Participant in the Plan shall be liable for or subject to any
obligation or liability of such Participant. The preceding sentence
shall not preclude the enforcement of a federal tax levy made pursuant
to section 6331 of the Code or the collection by the United States on a
judgement resulting from an unpaid tax assessment.

16.7 CONTRIBUTION RECAPTURE. Notwithstanding any other provisions of this
Plan, (1) in the case of a contribution which is made by an Employer by
a mistake of fact, Section 16.1 shall not prohibit the return of such
contribution to the Employer within one year after the payment of the
contribution, and (2) if a contribution is conditioned upon the
deductibility of the contribution under section 404 of the Code, then,
to the extent the deduction is disallowed, Section 16.1 shall not
prohibit the return to the Employer of such contribution (to the extent
disallowed) within one year after the disallowance of the deduction. The
amount which may be returned to the Employer is the excess of (1) the
amount contributed over (2) the amount that would have been contributed
had there not occurred a mistake of fact or a mistake in determining the
deduction. Earnings attributable to the excess contribution may not be
returned to the Employer, but losses attributable thereto must reduce
the amount to be so returned. Furthermore, if the withdrawal of the
amount attributable to the mistaken contribution would cause the balance
of the

68
74

individual account of any Participant to be reduced to less than the
balance which would have been in the account had the mistaken amount not
been contributed, then the amount to be returned to the Employer would
have to be limited so as to avoid such reduction.

16.8 QUALIFIED DOMESTIC RELATIONS ORDERS. Notwithstanding any other
provisions of this Plan, the Participant's Account may be segregated and
distributed pursuant to a Qualified Domestic Relations Order within the
meaning of Internal Revenue Code section 414(p). The Plan Administrator
shall establish procedures for determining if a Domestic Relations Order
is qualified within the meaning of section 414(p).

ARTICLE XVI-A
TOP-HEAVY PROVISIONS

16A.1 DEFINITIONS. The following definitions are atypical terms used only in
this Article XVI-A.

(A) Compensation. The term Compensation, whenever used in this Article
XVI-A, means Compensation as defined in Article V of the Plan, but
includes the amount of any elective contributions made by the
Employer on the Employee's behalf to a cafeteria plan established
in accordance with the provisions of Code section 125, a qualified
cash or deferred arrangement in accordance with the provisions of
Code section 402(e)(3), a simplified employee pension plan in
accordance with the provisions of Code section 402(h), or a tax
sheltered annuity plan maintained in accordance with the provisions
of Code section 403(b).

(B) Key Employee. The term Key Employee means any Employee or former
Employee (including deceased Employees) of the Employer who at any
time during the Plan Year or the four preceding Plan Years was:

(1) An officer of the Employer, but in no event if there are more
than 500 Employees, shall more than 50 Employees be considered
Key Employees. If there are less than 500 Employees, in no
event shall the greater of three Employees or 10% of all
Employees, be taken into account under this Subsection as Key
Employees. If the number of officers is limited by the terms
of the preceding sentence, the Employees with the highest
Compensation will be considered to be officers.

In no event shall an officer whose annual Compensation is less
than 50% of the dollar limitation in effect under Code section
415(b)(1)(A) as adjusted from time to time, be a Key Employee
for any such Plan Year.

In making a determination under this Subsection, Employees who
have not completed six months of Service by the end of the
applicable Plan Year, Employees who normally work less than
17-1/2 hours per week, Employees who normally work less than
six months during a year, Employees who have not attained 21,
and nonresident aliens who receive no earned income from U.S.
sources, shall be excluded.

Also excluded under the above paragraph are Employees who are
covered by an agreement which the Secretary of Labor finds to
be a collective bargaining agreement. Such Employees will be
excluded only if retirement benefits were the subject of good
faith bargaining, 90% of the Employees of the Employer are
covered by the agreement, and the Plan covers only Employees
who are not covered by the agreement.

(2) One of the 10 Employees who has annual Compensation greater
than the amount in effect under Internal Revenue Code section
415(c)(1)(A) and who owns (or is considered to own within the
meaning of Internal Revenue Code section 318, as modified by
section 416(i)(1)(B)(iii)) both more than 1/2% interest and
the largest interest in the Employer. If two or more Employees
own equal interests in the Employer, the ranking of ownership
share will be in descending order of such

70
76

Employees' Compensation. If the Employer is other than a
corporation, the term "interest" as used herein shall refer to
capital or profits interest.

(3) An Employee who owns (or is considered to own within the
meaning of Internal Revenue Code section 318, as modified by
section 416(i)(1)(B)(iii)) more than 5% of the outstanding
stock of the Employer or stock possessing more than 5% of the
total combined voting power of all stock of the Employer. If
the Employer is other than a corporation, an Employee who
owns, or is considered to own, more than 5% of the capital or
profits interest in the Employer. The determination of 5%
ownership shall be made separately for each member of a
controlled group of corporations (as defined in Code section
414(b)), or of a group of trades or businesses (whether or not
incorporated) that are under common control (as defined in
Code section 414(c)), or of an affiliated service group (as
defined in Code section 414(m)).

(4) An Employee who owns (or is considered to own within the
meaning of Internal Revenue Code section 318, as modified by
section 416(i)(1)(B)(iii)) more than 1% of the outstanding
stock of the Employer or stock possessing more than 1% of the
total combined voting power of all stock of the Employer, and
whose annual Compensation is more than $150,000. If the
Employer is other than a corporation, an Employee who owns, or
is considered to own, more than 1% of the capital or profits
interest in the Employer, and whose annual Compensation is
more than $150,000.

For the purposes of paragraphs (2), (3) and (4) above, if an
Employee's ownership interest changes during a given Plan Year, his
ownership interest for that Plan Year is the largest interest owned
at any time during the Plan Year.

The Beneficiary of any deceased Employee who was a Key Employee
shall be considered a Key Employee for the same period as the
deceased Employee would have been so considered.

(C) Non-Key Employee. The term Non-Key Employee means any Employee or
former Employee of the Employer who is not a Key Employee. The
Beneficiary of any deceased Employee who is a Non-Key Employee
shall be considered a Non-Key Employee for the same period as the
deceased Employee would have been so considered.

(D) Determination Date. The term Determination Date means, with respect
to a Plan Year, the last day of the preceding Plan Year, or, in the
case of the first Plan Year of a plan, the last day of the first
Plan Year.

(E) Valuation Date. The term Valuation Date means, with respect to a
Plan Year, the last day of the preceding Plan Year and is the date
on which Account Balances are valued for the purpose of determining
the Plan's Top-Heavy status.

(F) Account Balance. The term Account Balance means the value of the
Participant's Account standing to the credit of a Participant, a
former Participant, or the Beneficiary of a former Participant, as
the case may be, as of the Valuation Date. Such Account Balance
shall include any contributions due as of the Determination Date
and all distributions made to the Participant (or former
Participant or Beneficiary, as the case may be) during the Plan
Year or the preceding four Plan Years, except for distributions of
Related Rollovers. However, the Account Balance shall not include
any deductible Employee Contributions made pursuant to Internal
Revenue Code section 219 or Unrelated Rollovers made to the Plan
after December 31, 1983.

71
77

A Related Rollover is a Rollover Contribution or Transfer that
either was not initiated by the Employee or was made to a plan
maintained by the same Employer.

An Unrelated Rollover is a Rollover Contribution or Transfer that
was initiated by the Employee and was made from a plan maintained
by one employer to a plan maintained by another employer.

For purposes of this Subsection (F), the term Employer shall
include all employers that are required to be aggregated in
accordance with Internal Revenue Code sections 414(b), (c) or (m).

(G) Required Aggregation Group. The term Required Aggregation Group
means all of the plans of the Employer which cover a Key Employee,
including any such plan maintained by the Employer pursuant to the
terms of a collective bargaining agreement, and each other plan of
the Employer which enables any plan in which a Key Employee
participates to satisfy the requirements of Internal Revenue Code
sections 401(a)(4) or 410.

(H) Permissive Aggregation Group. The term Permissive Aggregation Group
means all of the plans of the Employer which are included in the
Required Aggregation Group plus any plans of the Employer which
provide comparable benefits to the benefits provided by the plans
in the Required Aggregation Group and are not included in the
Required Aggregation Group, but which satisfy the requirements of
Internal Revenue Code sections 401(a)(4) and 410 when considered
together with the Required Aggregation Group, including any plan
maintained by the Employer pursuant to a collective bargaining
agreement which does not include a Key Employee.

(I) Top-Heavy Plan. The Plan is Top-Heavy if it meets the requirements
of Section 16A.2.

(J) Super Top-Heavy Plan. The Plan is Super Top-Heavy if it meets the
requirements of Section 16A.3.

(K) Terminated Plan. A plan shall be considered to be a Terminated Plan
if it:

(1) has been formally terminated;

(2) has ceased crediting service for benefit accruals and vesting;
or

(3) has been or is distributing all plan assets to Participants
(or Beneficiaries) as soon as administratively possible.

With the exception of the Minimum Employer Contribution
Requirements and the Minimum Vesting Requirements, the Top-Heavy
provisions of this Article XVI-A will apply to any Terminated Plan
which was maintained at any time during the five years ending on
the Determination Date.

(L) Frozen Plan. A plan shall be considered to be a Frozen Plan if all
benefit accruals have ceased but all assets have not been
distributed to Participants or Beneficiaries. The Top-Heavy
provisions of this Article XVI-A will apply to any such Frozen
Plan.

16A.2 TOP-HEAVY PLAN STATUS. This Plan shall be determined to be Top-Heavy if,
as of the Determination Date, the aggregate of the Account Balances of
Key Employees exceeds 60% of the aggregate of the Account Balances of
all Employees covered by the Plan. The determination of whether

72
78

the Plan is Top-Heavy shall be made after aggregating all plans in the
Required Aggregation Group, and after aggregating any other plans which
are in the Permissive Aggregation Group, if such permissive aggregation
thereby eliminates the Top-Heavy status of any plan within such Required
Aggregation Group.

In determining whether this Plan is Top-Heavy, the Account Balance of a
former Key Employee who is now a Non-Key Employee will be disregarded.
Likewise, for Plan Years beginning after December 31, 1984, the Account
Balance of any Employee who has not performed an Hour of Service during
the five-year period ending on the Determination Date will be excluded.

16A.3 SUPER TOP-HEAVY PLAN STATUS. This Plan shall be determined to be Super
Top-Heavy if, as of the Determination Date, the Plan would meet the test
specified in Section 16A.2 above, if 90% were substituted for 60% in
each place where it appears. The Plan may be permissively aggregated in
order to avoid being Super Top-Heavy.

16A.4 TOP-HEAVY REQUIREMENTS. Notwithstanding anything in the Plan to the
contrary, if the Plan is Top-Heavy with respect to any Plan Year
beginning after December 31, 1983, then the Plan shall meet the
following requirements for such Plan Year:

(A) Compensation Limit. The annual Compensation of each Participant
taken into account under the Plan shall not exceed $150,000;
however, such dollar limitation shall be adjusted to take into
account any adjustments made by the Secretary of the Treasury or
his delegate pursuant to Internal Revenue Code section 416(d)(2).

(B) Minimum Employer Contribution Requirements. A Minimum Employer
Contribution of 3% of each Eligible Employee's Compensation will be
made on behalf of each Eligible Employee in the Plan.

If the actual Employer Contribution made or required to be made for
Key Employees is less than 3%, the Minimum Employer Contribution
required hereunder shall not exceed the percentage contribution
made for the Key Employee for whom the percentage of Employer
Contributions and Forfeitures relative to the first $150,000 of
Compensation is the highest for the Plan Year after taking into
account contributions or benefits under other qualified plans in
the Plan's Required Aggregation Group.

However, if a Participant in this Plan is also a participant in a
defined benefit plan maintained by the Employer, such Participant
shall receive the Top-Heavy minimum benefit under the defined
benefit plan in lieu of the Minimum Employer Contribution described
herein. Such minimum benefit will be equal to the Participant's
average yearly Compensation during his five highest-paid
consecutive years, multiplied by the lesser of 2% per Year of
Service or 20%. Compensation periods and Years of Service to be
taken into account in the calculation of this benefit shall be
subject to any limitations set forth in the defined benefit plan.

For any Limitation Year in which this Plan is Top-Heavy but not
Super Top-Heavy, the Minimum Employer Contribution shall be
increased to 4% of each Eligible Employee's Compensation in order
to preserve the use of the factor 1.25 in the denominators of the
fractions described in Section 5.4(B)(1) and Section 5.4(D)(1).
A Participant who receives the Top-Heavy minimum benefit in lieu of
the Minimum Employer Contribution shall receive an increased
minimum benefit equal to the Participant's average yearly
Compensation during his five highest-paid consecutive years,
multiplied by the lesser of 3% per Year of Service or 20% plus one
percentage point (to a maximum of 10 percentage points) for each
year that this

73
79

Plan is maintained. Compensation periods and Years of Service to be
taken into account in the calculation of this increased minimum
benefit shall be subject to any limitations set forth in the
defined benefit plan.

For any Limitation Year in which this Plan is Super Top-Heavy, the
factor of 1.25 in the denominators of the fractions described in
Sections 5.4(B)(1) and 5.4(D)(1) shall be reduced to 1.0. The
Minimum Employer Contribution payable in such years shall be 3% of
each Eligible Employee's Compensation and the defined benefit
Top-Heavy minimum benefit shall be average Compensation multiplied
by the lesser of 2% per Year of Service or 20%.

Eligible Employees are all Non-Key Employees who are Participants
in the Plan as of the last day of the Plan Year regardless of
whether they had completed 1,000 Hours of Service during the Plan
Year. Also included are Non-Key Employees who would have been
Participants as of the last day of the Plan Year except:

- The Employee's Compensation was below a required minimum
level; or

- The Employee chose not to make Elective Deferral Contributions
when he was eligible to do so.

Elective Deferral Contributions and Matching Contributions made to
Key Employees shall be taken into account as Employer Contributions
allocated to such Key Employees when determining whether a lower
Minimum Employer Contribution is permissible for purposes of this
section. However, Elective Deferral Contributions made by Non-Key
Employees shall not be used towards satisfying the Minimum Employer
Contribution required to be allocated to Non-Key Employees pursuant
to this section.

Matching Contributions made on behalf of Non-Key Employees may, at
the option of the Employer, be used to satisfy the Minimum Employer
Contribution requirement. However, for Plan Years beginning after
December 31, 1988, to the extent that Matching Contributions are
used for this purpose, they shall not be used to satisfy the Actual
Contribution Percentage Test.

Years of Service Vesting Percentage
---------------- ------------------
Less than 2 0%
2 but less than 3 20%
3 or more 100%

In the event the Plan ceases to be Top-Heavy, the vesting schedule
in this Section 16A.4(C) shall continue to apply until the Plan is
amended to provide otherwise and any such amendment shall comply
with the provisions of Section 14.1.