SERVICE RELEASES MODEL AMENDMENTS TO PENSION PLANS SUBJECT TO CHANGES MADE BY TAX REFORM ACT OF 1986

Notice 87-2

PURPOSE

This notice provides model amendments that plan sponsors may adopt to conform with those provisions of the Tax Reform Act of 1986 that relate to plan qualification under section 401(a) of the Code and that are effective for plan years beginning before January 1, 1989. These model amendments are issued by the Service in accordance with section 1140(b) of the Tax Reform Act of 1986 (TRA), Pub. L. 99- 514.

BACKGROUND

Many provisions of TRA affecting the tax-qualified status of pension, profit-sharing, and stock bonus plans are effective for plan years beginning before January 1, 1989. For example, employee contributions and matching employer contributions are subject to new discrimination tests, maximum contributions and benefits under qualified plans are restricted, and the maximum interest rate that may be used to determine the present value and amount of plan benefits under a defined benefit plan is altered.

Section 1140(a) of TRA provides that a pension plan shall not be treated as failing to provide definitely determinable benefits or contributions, or to be operated in accordance with the provisions of the plan, merely because any amendments required to be made to the plan by subtitles A or C of title XI of the Act are not made prior to the first plan year beginning on or after January 1, 1989, if: 1) during the period after such amendment takes effect and before such first plan year, the plan is operated in accordance with the requirements of such an amendment, including an amendment prescribed by the Secretary of the Treasury and adopted by the plan, and 2) such plan amendment applies retroactively to the period after such amendment takes effect and before such plan year.

Section 404(a)(1)(D) of the Employee Retirement Income Security Act of 1974 (ERISA), Pub. L. 93-406 requires that a fiduciary operate a plan in accordance with the documents and instruments governing the plan insofar as such documents and instruments are consistent with the provisions of Title I of that Act.

The Department of Labor has indicated that a plan which complies with the requirements of section 1140 of TRA need not be amended before the applicable date specified in that section in order to satisfy the requirement of Title I or ERISA that a plan be established and maintained pursuant to a written instrument in order to comply with the requirement that plan fiduciaries discharge their duties to the plan in accordance with the documents and instruments governing the plan. The Department of Labor also notes, however, that operation of a plan in accordance with the requirements of ERISA and the Internal Revenue Code as amended by the TRA would in many cases affect the rights of participants and beneficiaries to benefits under the plan. Accordingly,,regardless of whether formal amendments to the plan have been delayed pursuant to section 1140 of TRA, operation of plan in accordance with the new requirements may require the distribution of a summary of changes in the information required to be included in a summary plan description in order to ensure compliance with the statutory requirement that summary plan descriptions be sufficiently accurate and comprehensive to reasonably apprise participants and beneficiaries of their rights and obligations under the plan. In these circumstances, summaries of changes in the summary plan description information must be provided to plan participants, as required by ERISA and the applicable regulations.

TYPES OF MODEL AMENDMENT

This notice provides four model amendments that plan sponsors may adopt. A plan sponsor wishing to use a model amendment should select the amendment or amendments appropriate to the plans maintained by the plan sponsor.

Two model amendments are provided for defined benefit plans. Model Amendment I is for use only by defined benefit plans that do not permit employee contributions that are accounted for separately in plan years beginning after December 31, 1986. A plan sponsor that adopts Model Amendment I before the first day of the first plan year beginning after December 31, 1986, will eliminate future employee contributions that are accounted for separately from the plan by so doing. Model Amendment II is for use only by defined benefit plans that permit employee contributions that are accounted for separately in plan years beginning after December 31, 1986.

Two model amendments are also provided for defined contribution plans. Model Amendment III is for use only by defined contribution plans, including target benefit plans, that do not allocate employee contributions, matching employer contributions, or elective deferrals under a cash or deferred arrangement to participants' accounts in plan years beginning after December 31, 1986. A plan sponsor that adopts Model Amendment III before the first day of the first plan year beginning after December 31, 1986, will eliminate future employee contributions, matching employer contributions, and elective deferrals by so doing. Model Amendment IV is for use only by defined contribution plans, including target benefit plans, that allocate employee contributions, matching employer contributions, or elective deferrals under a cash or deferred arrangement to participants' accounts in plan years beginning after December 31, 1986.

A plan that is a stock bonus plan, a Tax Credit Employee Stock Ownership Plan described in section 409(a) of the Code, or an employee stock ownership plan described in section 4975(e)(7) of the Code should use Model Amendment III or Model Amendment IV, depending on whether the plan allocates employee contributions, matching employer contributions or elective deferrals under a cash or deferred arrangement to participants' accounts in plan years beginning after December 31, 1986.

The model amendments may be used by a wide variety of plans, including plans maintained pursuant to one or more collective bargaining agreements. (See special rules applicable to such plans below.) However, the model plans may not be used by government plans or by plans that are maintained by a partnership with a taxable year other than the calendar year and that permit elective deferrals under a cash or deferred arrangement. In addition, a plan sponsor that maintains a target benefit plan described in Revenue Ruling 76-464, 1976-2 C.B. 114, may not adopt the optional provision permitting allocation of forfeitures under a money purchase pension plan among participants.

In addition, the model amendments are not appropriate for use by master and prototype plan sponsors. The Service anticipates issuing versions of the model plans appropriate for use by master and prototype plans in the near future. No action by master and prototype plan sponsors to amend plan documents will be required until further notice.

SCOPE OF MODEL AMENDMENTS

Each model amendment contains those provisions necessary for the plan adopting it to comply with all tax qualification requirements of the Tax Reform Act of 1986 that are effective for plan years beginning before January 1, 1989, with the exception of those requirements specifically noted in this notice.

In addition, each model amendment contains one or more optional provisions. Thus, for example, the model amendments for defined contribution plans contain optional provisions permitting a profit- sharing plan to accept employer contributions without regard to the existence of current or accumulated earnings and profits. A plan sponsor that adopts a model amendment may also adopt any of the optional amendments. Optional amendments other than those contained in Section IX of Model Amendment I and Section X of Model Amendment II may be adopted subsequent to adoption of the model amendment and may have an effective date that is later than that of the model amendment. Such later effective date must be specified at the time such optional amendment is adopted. However, the optional amendments contained in Section IX of Model Amendment I and Section X of Model Amendment II may be used only if adopted at the same time as those model amendments and may not have a delayed effective date.

The model amendments do not contain provisions reflecting all optional methods of compliance with those provisions of TRA that are effective for plan years beginning before January 1, 1989. For example, Model Amendment IV provides that, if excess contributions are made by highly compensated individuals, elective deferrals will be distributed to such individuals prior to distribution of qualified nonelective contributions even though other priority rules would be equally consistent with section 401(k)(8) of the Code. In addition, Model Amendment IV provides that if excess aggregate contributions are made by highly compensated individuals, employee contributions are distributed and matching contributions forfeited, if forfeitable under the terms of the plan, or distributed if not so forfeitable, on a pro rata basis, even though other rules may be consistent with section 401(m)(6) of the Code. Similarly, Model Amendment IV does not permit forfeitures arising as a result of excess aggregate contributions to be allocated to the accounts of highly compensated employees even though such allocation can be structured in a manner consistent with section 401(m)(6) of the Code.

As a final example, section 401(a)(28) of the Code permits an employee stock ownership plan described in section 4975(e)(7) of the Code or a tax credit employee stock ownership plan that meets the requirements of section 409(a) of the Code to meet prescribed diversification requirements by offering a participant three investment options within such plan. Offering such an alternative within a plan that did not previously permit directed investments by participants requires a plan sponsor to make a number of decisions about how such directed investment will be administered and what types of directed investment will be offered. Accordingly, it was determined that such an alternative was inappropriate for inclusion in a model amendment.

Future guidance will be provided by the Service with respect to many items included in the model amendments. For example, further guidance will be provided at a future date concerning the definition of a year of participation for purposes of section 415 of the Code; the allocation of income to excess deeerrals under a cash or deferred arrangement forrpurposes of section 401(g)(2) of the Code; and the multiple use of the alternative method of testing for discrimination under sections 401(k)(3)(ii)(II)) and 401(m)(2)(A)(ii) of the Code.

The model amendments do not address and have no effect on provisions of TRA that do not affect a plan's tax qualified status. Thus, for example, Model Amendment IV permits a plan to distribute excess employee contributions, matching employer contributions, and elective deferrals under a cash or deferred arrangement on or before the last day of the plan year after the plan year in which such excess amounts arise. Distributions of such amounts, or other corrective action, is required under sections 401(k)(8) and 401(m)(6) of the Code if the plan is to maintain its tax-qualified status. However, if such excess amounts are distributed more than 2 1/2 months after the last day of the plan year in which such excess amounts arose, section 4979 of the Code imposes a 10 percent excise tax on the employer maintaining the plan with respect to such amounts.

DETERMINATION LETTERS

Determination letters will not be issued by the Service with respect to plans that incorporate only the model amendments, including optional provisions. Plan sponsors that adopt model amendments, including optional provisions, may be required to adopt additional plan amendments when final regulations are issued concerning items affected by the model amendments.

RELIANCE

A plan sponsor that adopts the appropriate model amendment may continue to rely on determination letters previously issued with respect to the plan, provided that the model amendment is properly adopted as described under "Adoption Procedures" below and provided that the plan sponsor does not receive notice from the Service within 120 days after the date of adoption of the amendments that the amendments will not be entitled to reliance. Of course, a plan sponsor may not rely upon a model amendment to cure previous disqualifying defects such as failure to timely amend the plan to conform to the requirements of the Tax Equity and Fiscal Responsibility Act of 1982 (TEFRA), Pub. L. 97-248, the Tax Reform Act of 1984 (DEFRA), Pub. L. 98-369, or the Retirement Equity Act of 1984 (REA), Pub. L. 98-397.

In addition, the model amendments for defined benefit plans do not protect benefits in excess of the new limits imposed by TRA that were accrued prior to the first plan year beginning after December 31, 1986 under plans established after May 5, 1986, or as a result of changes in the terms and conditions of a plan after May 5, 1986. Further guidance for plans that have accrued such nonprotected benefits will be provided in another notice.

ADOPTION PROCEDURES

In order to rely on determination letters previously issued to the plan, as described above, four requirements must be met.

1. All sections of the model amendment required for the type of plan being amended must be adopted no later than the last day of the first plan year beginning after December 31, 1988.

Adoption of the model amendments may be made in any manner that is valid under state law and that clearly specifies the optional portions, if any, of the model amendment that are adopted.

2. The amennment adopted must be identical, on a word-for-word basis, to the model amendment, including optional provisions. Other model language provided by the Service relating to limitations on contributions and benefits or other topics in subsequent notices may not be substituted for language in the model amendments unless such substitution is specifically permitted in such subsequent notice. However, plans maintained pursuant to a collective bargaining agreement may substitute appropriate effective dates as specified in the special rules for collectively bargained plans below.

3. The plan sponsor must provide notice of the amendment to interested parties in accordance with sections 7 and 8 of Rev. Proc. 80-30, 1980-1 C.B. 685, in the same manner as if the amendment had been an amendment to a master or prototype plan that does not require a determination letter in order for the plan sponsor to rely on the Service's approval.

4. The plan must operate in accordance with the terms of the model amendment that it incorporates for the entire period for which the amendment is effective. Thus, a defined benefit plan must operate in accordance with the model amendment's method for determining the present value and amount of benefits for any distributions made in the first plan year beginning after December 31, 1986, even though the model amendment need not be adopted by that date. Any subsequent change in such method, including a change resulting from adoption of an optional portion of the model amendment, may result in a prohibited reduction in participants' accrued benefits under section 411(d)(6) of the Code.

A plan sponsor's decision to adopt a model amendment, including optional provisions, and to select the model amendment suitable for its particular circumstances should be made only in conjunction with professional advice.

SPECIAL RULES FOR COLLECTIVELY BARGAINED PLANS

The model amendments may be used by plans maintained pursuant to one or more collective bargaining agreements between employee representatives and employers. Such a plan may substitute for the effective dates contained in the model amendment the effective dates appropriate to members of collective bargaining units. However, these special effective dates may be applied only to members of the collective bargaining unit who participate in the plan and may not be applied to any plan participants who are not members of the collective bargaining unit. Therefore, if such a plan covers participants who are not members of the collective bargaining unit, the plan must contain both the regular effective date for participants who are not members of the collective bargaining unit and the special effective date for participants who are members of the collective bargaining unit.

December 12, 1986

MODEL AMENDMENT I FOR DEFINED BENEFIT PLANS

SECTION I: PURPOSE AND EFFECTIVE DATE (Required)

1.1. PURPOSE. It is the intention of the Employer to amend the plan to comply with those provisions of the Tax Reform Act of 1986 that are effective prior to the first Plan Year beginning after December 31, 1988.

1.2. EFFECTIVE DATE. Except as otherwise provided, this amendment shall be effective as of the first day of the first Plan Year beginning after December 31, 1986.

SECTION II: DEFINITIONS (Required)

For purposes of this amendment only, the following definitions shall apply.

2.1. "Adjustment Factor" shall mean the cost of living adjustment factor prescribed by the Secretary of the Treasury under Section 415(d) of the Code for years beginning after December 31, 1987, applied to such items and in such manner as the Secretary shall prescribe.

2.2. "Affiliated Employer" shall mean the Employer and any corporation which is a member of a controlled group f corporations (as defined innSection 414(b) of the Code) which includes the Employer; any trade or business (whether or not incorporated) which is under common control (as defined in Section 414(c) of the Code) with the Employer; any organization (whether or not incorporated) which is a member of an affiliated service group (as defined in Section 414(m) of the Code) which includes the Employer; and any other entity required to be aggregated with the Employer pursuant to regulations under Section 414(o) of the Code.

2.3. "Code" shall mean the Internal Revenue Code of 1986 and amendments thereto.

2.4. "Current Accrued Benefit" shall mean a Participant's accrued benefit under the plan, determined as if the Participant had separated from service as of the close of the last Limitation Year beginning before January 1, 1987, when expressed as an annual benefit within the meaning of Section 415(b)(2) of the Code. In determining the amount of a Participant's Current Accrued Benefit, the following shall be disregarded:

(i) any change in the terms and conditions of the Plan after May 5, 1986; and

(ii) any cost of living adjustment occurring after May 5, 1986.

2.5. "Defined Benefit Dollar Limitation" shall mean the limitation set forth in Section 415(b)(1) of the Code.

2.6. "Defined Contribution Dollar Limitation" shall mean $30,000 or, if greater, one-fourth of the Defined Benefit Dollar Limitation in effect for the Limitation Year.

2.7. "Employee" shall mean employees of the Employer and shall include leased employees within the meaning of Section 414(n)(2) of the Code. Notwithstanding the foregoing, if such leased employees constitute less than twenty percent of the Employer's nonhighly compensated work force within the meaning of Section 414(n)(1)(C)(ii) of the Code, the term "Employee" shall not include those leased employees covered by a plan described in Section 414(n)(5) of the Code unless otherwise provided by the terms of the plan other than this amendment.

2.8. "Employee Contributions" shall mean contributions to the plan made by a Participant during the Plan Year.

2.9. "Employer" shall mean the entity that establishes or maintains the plan; any other organization which has adopted the plan with the consent of such establishing employer; and any successor of such employer.

2.10. "Limitation Year" shall mean the limitation year specified in the plan or, if none is specified, the calendar Year.

2.11. "Participant" shall mean any Employee of the Employer who has met the eligibility and participation requirements of the plan.

2.12. "Social Security Retirement Age" shall mean the age used as the retirement age for the Participant under Section 216(1) of the Social Security Act, except that such section shall be applied without regard to the age increase factor, and as if the early retirement age under Section 216(1)(2) of such Act were 62.

2.13. "Plan Year" shall mean the plan year otherwise specified in the plan.

SECTION III: PROVISIONS RELATING TO LEASED EMPLOYEES (Required)

3.1. SAFE-HARBOR. Notwithstanding any other provisions of the Plan, for purposes of the pension requirements of Section 414(n)(3) of the Code, the employees of the Employer shall include individuals defined as Employees in Section 2.7 of this amendment.

3.2. PARTICIPATION AND ACCRUAL. A leased employee within the meaning of Section 414(n)(2) of the Code shall become a Participant in, or accrue benefits under, the plan based on service as a leased employee only as provided in provisions of the plan other than this Section III.

3.3. EFFECTIVE DATE. This Section III shall be effective for services performed fter December 31, 1986.

SECTION IV: LIMITATIONS ON CONTRIBUTIONS AND BENEFITS (Required)

4.1. ADJUSTMENT TO DEFINED BENEFIT DOLLAR LIMITATION FOR EARLY OR DEFERRED RETIREMENT.

4.1(a). ADJUSTMENT FOR EARLY RETIREMENT. If the retirement benefit of a Participant commences before the Participant's Social Security Retirement Age, the Defined Benefit Dollar Limitation shall be adjusted so that it is the actuarial equivalent of an annual benefit of $90,000, multiplied by the Adjustment Factor, as prescribed by the Secretary of the Treasury, beginning at the Social Security Retirement Age. The adjustment provided for in the preceding sentence shall be made in such manner as the Secretary of the Treasury may prescribe which is consistent with the reduction for old-age insurance benefits commencing before the Social Security Retirement Age under the Social Security Act.

4.1(b). ADJUSTMENT FOR DEFERRED RETIREMENT. If the retirement benefit of a Participant commences after the Participant's Social Security Retirement Age, the Defined Benefit Dollar Limitation shall be adjusted so that it is the actuarial equivalent of a benefit of $90,000 beginning at the Social Security Retirement Age, multiplied by the Adjustment Factor as provided by the Secretary of the Treasury, based on the lesser of the interest rate assumption under the Plan or on an assumption of five percent (5%) per year.

4.2. ADJUSTMENT OF LIMITATION FOR YEARS OF SERVICE OR PARTICIPATION

4.2(a). DEFINED BENEFIT DOLLAR LIMITATION. If a Participant has completed less than ten years of participation, the Participant's accrued benefit shall not exceed the Defined Benefit Dollar Limitation as adjusted by multiplying such amount by a fraction, the numerator of which is the Participant's number of years (or part thereof) of participation in the Plan, and the denominator of which is ten.

4.2(b). OTHER DEFINED BENEFIT LIMITATIONS. If a Participant has completed less than ten years of service with the Affiliated Employers, the limitations described in Sections 415(b)(1)(B) and 415(b)(4) of the Code shall be adjusted by multiplying such amounts by a fraction, the numerator of which is the Participant's number of years of service (or part thereof), and the denominator of which is ten.

4.2(c). LIMITATIONS ON REDUCTIONS. In no event shall Sections 4.2(b) and (c) reduce the limitations provided under Sections 415(b)(1) and (4) of the Code to an amount less than one-tenth of the applicable limitation (as determined without regard to this Section 4.2).

4.2(d). APPLICATION TO CHANGES IN BENEFIT STRUCTURE. To the extent provided by the Secretary of the Treasury, this Section 4.2 shall be applied separately with respect to each change in the benefit structure of the plan.

4.3. PRESERVATION OF CURRENT ACCRUED BENEFIT UNDER DEFINED BENEFIT PLAN.

4.3(a). IN GENERAL. This section 4.3 shall apply to defined benefit plans that were in existence on May 6, 1986, and that met the applicable requirements of Section 415 of the Code as in effect for all Limitation Years.

4.3(b). PROTECTION OF CURRENT ACCRUED BENEFIT. If the Current Accrued Benefit of an individual who is a Participant as of the first day of the Limitation Year beginning on or after January 1, 1987, exceeds the benefit limitations under Section 415(b) of the Code (as modified by sections 4.1 and 4.2 of this amendment), then, for purposes of Code Section 415(b) and (e), the Defined Benefit Dollar Limitation with respect to such individual shall be equal to such Current Accrued Benefit.

4.4. SPECIAL RULES FOR PLANS SUBJECT TO OVERALL LIMITATIONS UNDER CODE SECTION 415(e).

4.4(a). DEFINED CONTRIBUTION PLAN FRACTION. For purposes of computing the defined contribution plan fraction of Section 415(e)(1) of the Code, "Annual Addition" shall mean the amount allocated to a Participant's account during the Limitatton Year as a result of:

(i) Employer contributions,

(ii) Employee Contributions,

(iii) Forfeitures, and

(iv) Amounts described in Sections 415(1)(1) and 419(A)(d)(2) of the Code.

4.4(b). RECOMPUTATION NOT REQUIRED. The Annual Addition for any Limitation Year beginning before January 1, 1987 shall not be recomputed to treat all Employee Contributions as an Annual Addition.

4.4(c). ADJUSTMENT OF DEFINED CONTRIBUTION PLAN FRACTION. If the Plan satisfied the applicable requirements of Section 415 of the Code as in effect for all Limitation Years beginning before January 1, 1987, an amount shall be subtracted from the numerator of the defined contribution plan fraction (not exceeding such numerator) as prescribed by the Secretary of the Treasury so that the sum of the defined benefit plan fraction and defined contribution plan fraction computed under Section 415(e)(1) of the Code (as revised by this Section IV) does not exceed 1.0 for such Limitation Year.

4.5. SPECIAL RULES. The provisions of this Section IV shall be modified as provided in:

(i) Section 415(b)(2)(F) of the Code for plans maintained by organizations (other than governmental units) exempt from tax under Subtitle A of the Code, and qualified merchant marine plans; and

(ii) Section 415(b)(9) of the Code for plan participants who are commercial airline pilots.

4.6. EFFECTIVE DATE OF SECTION IV PROVISIONS. The provisions of this Section IV shall be effective for Limitation Years beginning after December 31, 1986.

SECTION V: CALCULATION OF PRESENT VALUE FOR CASH-OUT OF BENEFITS AND FOR DETERMINING AMOUNT OF BENEFITS

5.1. IN GENERAL. This Section V shall apply to all distributions from the plan and from annuity contracts purchased to provide plan benefits other than distributions described in Section 1.417-1T(e)(3) of the Income Tax Regulations issued under the Retirement Equity Act.

5.2. DETERMINATION OF PRESENT VALUE.

5.2(a). For purposes of determining whether the present value of (i) a Participant's vested accrued benefit; (ii) a qualified joint and survivor annuity, within the meaning of Section 417(b) of the Code; or (iii) a qualified preretirement survivor annuity within the meaning of Section 417(c)(1) of the Code exceeds $3,500, the present value of such benefits or annuities shall be calculated by using an interest rate no greater than the Applicable Interest Rate.

5.2(b). In no event shall the present value of any such benefit or annuity determined under this Section 5.2 be less than the greater of:

(i) the present value of such benefits or annuities determined under the plan's provisions for determining the present value of accrued benefits or annuities other than Sections V and IX of this amendment; or

(ii) the present value of such benefits or annuities determined using the Applicable Interest Rate.

5.3. DETERMINATION OF AMOUNT OF BENEFITS.

5.3(a). For purposes of determining the amount of a Participant's vested accrued benefit, the interest rate used shall not exceed:

(i) the Applicable Interest Rate if the present value of the benefit (using such rate or rates) is not in excess of $25,000; or

(ii) 120 percent of the Applicable Interest Rate if the present value of the benefit exceeds $25,000 (as determined under clause (i)). In no event shall the present value determined under this clause (ii) be less than $25,000.

5.3(b). In no event shall the amount of the benefit or annuity determined under this Section 5.3 be less than the greater of:

(i) the amount of such benefit determined under the plan's provisions for determining the amount of benefits other than Sections V and IX of this amendment; or

(ii) the amount of such benefit determined using the Applicable Interest Rate if the value determined in Section 5.3(a) is less than $25,000 or 120 percent of the Applicable Interest Rate if the value determined in Section 5.3(a) is not less than $25,000.

5.4. COORDINATION WITH LIMITATIONS ON CONTRIBUTIONS AND BENEFITS. In no event shall the amount of any benefit or annuity determined under this Section V exceed the maximum benefit permitted under Section 415 of the Code.

5.5. APPLICABLE INTEREST RATE.

5.5(a). For purposes of this Section V, "Applicable Interest Rate" shall mean the interest rate or rates which would be used as of the date distribution commences by the Pension Benefit Guaranty Corporation for purposes of determining the present value of that Participant's benefits under the plan if the plan had terminated on the date distribution commences with insufficient assets to provide benefits guaranteed by the Pension Benefit Guaranty Corporation on that date.

5.5(b). Notwithstanding the foregoing, if the provisions of the plan other than Section 5.5 so provide, the Applicable Interest Rate shall be determined as of the first day of the Plan Year in which a distribution occurs rather than as of the date distribution commences.

5.6. EFFECTIVE DATES.

5.6(a). IN GENERAL. This Section V shall apply to distributions in Plan Years beginning after December 31, 1984, other than distributions under annuity contracts distributed tooor owned by a Participant prior to September 17, 1985 unless additional contributions are made under the plan by the Employer with respect to suchhcontracts.

5.6(b). SPECIAL RULE FOR DISTRIBUTIONS PRIOR TO 1987. Notwithstanding the foregoing, this Section V shall not apply to any distributions in Plan Years beginning after December 31, 1984, and before January 1, 1987, if such distributions were made in accordance with the requirements of the Income Tax Regulations issued under the Retirement Equity Act of 1984.

SECTION VI: DETERMINATION OF TOP-HEAVY STATUS (Required)

Solely for the purpose of determining if the plan, or any other plan included in a required aggregation group of which this plan is a part, is top-heavy (within the meaning of Section 416(g) of the Code) the accrued benefit of an Employee other than a key employee (within the meaning of Section 416(i)(1) of the Code) shall be determined under (a) the method, if any, that uniformly applies for accrual purposes under all plans maintained by the Affiliated Employers, or (b) if there is no such method, as if such benefit accrued not more rapidly than the slowest accrual rate permitted under the fractional accrual rate of Section 411(b)(1)(C) of the Code.

SECTION VII: QUALIFIED VOLUNTARY EMPLOYEE CONTRIBUTIONS NOT PERMITTED (Required for Plans with Qualified Voluntary Employee Contributions)

The plan shall accept no Employee Contributions designated by the Participant as deductible employee contributions (within the meaning of Section 72(o)(5)(A) of the Code) for a taxable year of the Participant beginning after December 31, 1986.

SECTION VIII: EMPLOYEE CONTRIBUTIONS NOT PERMITTED (Required)

The Plan shall accept no Employee Contributions which are accounted for separately (as though they were actually allocated to a separate account) after the last day of the last Plan Year beginning before December 31, 1986.

SECTION IX: REPLACEMENT OF IMMEDIATE ANNUITY RATE WITH APPLICABLE INTEREST RATE (Optional - For Plans that Use PBGC Immediate Annuity Rate to Determine Amount and Present Value of Benefits)

9.1. REPLACEMENT OF IMMEDIATE ANNUITY RATE. If the provisions of the plan, other than this Section IX, provide that the present value and amount of benefits under Sections 5.2 and 5.3 of this amendment are determined with reference to the immediate annuity rates used by the Pension Benefit Guaranty Corporation, the rate used for such purposes shall instead be the Applicable Interest Rate as defined in Section 5.5 of this amendment or 120 percent of that rate if the present value of the benefit exceeds $25,000 (determined using the Applicable Interest Rate) and provided that the use of 120 percent of such rate shall not reduce the present value or amount of benefits below $25,000.

9.2. EFFECTIVE DATE. This Section IX shall apply to distributions in Plan Years beginning after December 31, 1986, and shall also apply to any distributions in Plan Years beginning after December 31, 1984 and before January 1, 1987 other than:

(a) Distributions under annuity contracts distributed to or owned by a Participant prior to September 17, 1985 unless additional contributions are made under the plan by the Employer with respect to such contracts; or

(b) Distributions made in accordance with the requirements of the Income Tax Regulations issued under the Retirement Equity Act of 1984.

December 12, 1986

                       MODEL AMENDMENT II FOR

1.1. PURPOSE. It is the intention of the Employer to amend the plan to comply with those provisions of the Tax Reform Act of 1986 that are effective prior to the first Plan Year beginning after December 31, 1988.

1.2. EFFECTIVE DATE. Except as otherwise provided, this amendment shall be effective as of the first day of the first Plan Year beginning after December 31, 1986.

SECTION II: DEFINITIONS (Required)

For purposes of this amendment only, the following definitions shall apply.

2.1. "Adjustment Factor" shall mean the cost of living adjustment factor prescribed by the Secretary of the Treasury under Section 415(d) of the Code for years beginning after December 31, 1987, applied to such items and in such manner as the Secretary shall prescribe.

2.2. "Affiliated Employer" shall mean the Employer and any corporation which is a member of a controlled group of corporations (as defined in Section 414(b) of the Code) which includes the Employer; any trade or business (whether or not incorporated) which is under common control (as defined in Section 414(c) of the Code) with the Employer; any organization (whether or not incorporated) which is a member of an affiliated service group (as defined in Section 414(m) of the Code) which includes the Employer; and any other entity required to be aggregated with the Employer pursuant to regulations under Section 414(o) of the Code.

2.3. "Code" shall mean the Internal Revenue Code of 1986 and amendments thereto.

2.4. "Compensation" shall mean compensation paid by the Employer to the Participant during the taxable year ending with or within the Plan Year which is required to be reported as wages on the Participant's Form W-2, and, if the provisions of the plan other than this amendment so provide, shall also include compensation which is not currently includible in the Participant's gross income by reason of the application of Sections 125, 402(a)(8), 402(h)(1)(B) or 403(b) of the Code.

2.5. "Current Accrued Benefit" shall mean a Participant's accrued benefit under the plan, determined as if the Participant had separated from service as of the close of the last Limitation Year beginning before January 1, 1987, when expressed as an annual benefit within the meaning of Section 415(b)(2) of the Code. In determining the amount of a Participant's Current Accrued Benefit, the following shall be disregarded:

(i) any change in the terms and conditions of the Plan after May 5, 1986; and

(ii) any cost of living adjustment occurring after May 5, 1986.

2.6. "Defined Benefit Dollar Limitation" shall mean the limitation set forth in Section 415(b)(1) of the Code.

2.7. "Defined Contribution Dollar Limitation" shall mean $30,000 or, if greater, one-fourth of the Defined Benefit Dollar Limitation in effect for the Limitation Year.

2.8. "Employee" shall mean employees of the Employer and shall include leased employees within the meaning of Section 414(n)(2) of the Code. Notwithstanding the foregoing, if such leased employees constitute less than twenty percent of the Employer's nonhighly compensated work force within the meaning of Section 414(n)(1)(C)(ii) of the Code, the term "Employee" shall not include those leased employees covered by a plan described in Section 414(n)(5) of the Code unless otherwise provided by the terms of the plan other than this amendment.

2.9. "Employee Contributions" shall mean contributions to the plan made by a Participant during the Plan Year.

2.10. "Employer" shall mean the entity that establishes or maintains the plan; any other organization which has adopted the plan with the consent of such establishing employer; and any successor of such employer.

2.11. "Family Member" shall mean an individual described in Section 414(q)(6)(B) of the Code.

2.12. "Limitation Year" shall mean the limitation year specified in the plan or, if none is specified, the calendar Year.

2.13. "Highly Compensated Employee" shall mean an individual described in Section 414(q) of the Code.

2.14. "Non-Highly Compensated Employee" shall mean an Employee of the Employer who is neither a Highly Compensated Employee nor a Family Member.

2.15. "Participant" shall mean any Employee of the Employer who has met the eligibility and participation requirements of the plan.

2.16. "Social Security Retirement Age" shall mean the age used as the retirement age for the Participant under Section 216(1) of the Social Security Act, except that such section shall be applied without regard to the age increase factor, and as if the early retirement age under Section 216(1)(2) of such Act were 62.

2.17. "Plan Year" shall mean the plan year otherwise specified in the plan.

SECTION III: PROVISIONS RELATING TO LEASED EMPLOYEES (Required)

3.1. SAFE-HARBOR. Notwithstanding any other provisions of the Plan, for purposes of determining the number or identity of Highly Compensated Employees or for purposes of the pension requirements of Section 414(n)(3) of the Code, the employees of the Employer shall include individuals defined as Employees in Section 2.8 of this amendment.

3.2. PARTICIPATION AND ACCRUAL. A leased employee within the meaning of Section 414(n)(2) of the Code shall become a Participant in, and accrue benefits under, the plan based on service as a leased employee only as provided in provisions of the plan other than this Section III.

3.3. EFFECTIVE DATE. This Section III shall be effective for services performed after December 31, 1986.

SECTION IV: LIMITATIONS ON CONTRIBUTIONS AND BENEFITS (Required)

4.1. ADJUSTMENT TO DEFINED BENEFIT DOLLAR LIMITATION FOR EARLY OR DEFERRED RETIREMENT.

4.1(a). ADJUSTMENT FOR EARLY RETIREMENT. If the retirement benefit of a Participant commences before the Participant's Social Security Retirement Age, the Defined Benefit Dollar Limitation shall be adjusted so that it is the actuarial equivalent of an annual benefit of $90,000, multiplied by the Adjustment Factor as provided by the Secretary of the Treasury, beginning at the Social Security Retirement Age. The adjustment provided for in the preceding sentence shall be made in such manner as the Secretary of the Treasury may prescribe which is consistent with the reduction for old-age insurance benefits commencing before the Social Security Retirement Age under the Social Security Act.

4.1(b). ADJUSTMENT FOR DEFERRED RETIREMENT. If the retirement benefit of a Participant commences after the Participant's Social Security Retirement Age, the Defined Benefit Dollar Limitation shall be adjusted so that it is the actuarial equivalent of a benefit of $90,000 beginning at the Social Security Retirement Age, multiplied by the Adjustment Factor as provided by the Secretary of the Treasury, based on the lesser of the interest rate assumption under the Plan or on an assumption of five percent (5%) per year.

4.2. ADJUSTMENT OF LIMITATION FOR YEARS OF SERVICE OR PARTICIPATION.

4.2(a). DEFINED BENEFIT DOLLAR LIMITATION. If a Participant has completed less than ten years of participation, the Participant's accrued benefit shall not exceed the Defined Benefit Dollar Limitation as adjusted by multiplying such amount by a fraction, the numerator of which is the Participant's number of years (or part thereof) of participation in the Plan, and the denominator of which is ten.

4.2(b). OTHER DEFINED BENEFIT LIMITATIONS. If a Participant has completed less than ten years of service with the Affiliated Employers, the limitations described in Sections 415(b)(1)(B) and 415(b)(4) of the Code shall be adjusted by multiplying such amounts by a fraction, the numeraaor of which is the Participant's number of years of service (or part thereof), ann the denominator of which is ten.

4.2(c). LIMITATIONS ON REDUCTIONS. In no event shall Sections 4.2(b) and (c) reduce the limitations provided under Sections 415(b)(1) and (4) of the Code to an amount less than one-tenth of the applicable limitation (as determined without regard to this Section 4.2).

4.2(d). APPLICATION TO CHANGES IN BENEFIT STRUCTURE. To the extent provided by the Secretary of the Treasury, this Section 4.2 shall be applied separately with respect to each change in the benefit structure of the plan.

4.3. PRESERVATION OF CURRENT ACCRUED BENEFIT UNDER DEFINED BENEFIT PLAN.

4.3(a). IN GENERAL. This section 4.3 shall apply to defined benefit plans that were in existence on May 6, 1986, and that met the applicable requirements of Section 415 of the Code as in effect for all Limitation Years.

4.3(b). PROTECTION OF CURRENT ACCRUED BENEFIT. If the Current Accrued Benefit of an individual who is a Participant as of the first day of the Limitation Year beginning on or after January 1, 1987, exceeds the benefit limitations under Section 415(b) of the Code (as modified by sections 4.1 and 4.2 of this amendment), then, for purposes of Code Section 415(b) and (e), the Defined Benefit Dollar Limitation with respect to such individual shall be equal to such Current Accrued Benefit.

4.4. REVISED CONTRIBUTION LIMITATIONS UNDER DEFINED CONTRIBUTION PLAN.

4.4(a). DEFINITION OF ANNUAL ADDITIONS. For purposes of the plan, "Annual Addition" shall mean the amount allocated to a Participant's account during the Limitation Year that constitutes:

(i) Employer contributions,

(ii) Employee Contributions,

(iii) Forfeitures, and

(iv) Amounts described in Sections 415(1)(1) and 419(A)(d)(2) of the Code.

4.4(b). MAXIMUM ANNUAL ADDITION. The maximum Annual Addition that may be contributed or allocated to a Participant's account under the Plan for any Limitation Year shall not exceed the lesser of:

(i) the Defined Contribution Dollar Limitation, or

(ii) 25 percent of the Participant's compensation, within the meaning of Section 415(c)(3) of the Code for the Limitation Year.

4.4(c). SPECIAL RULES. The compensation limitation referred to in Section 4.4(b)(ii) shall not apply to:

(i) Any contribution for medical benefits (within the meaning of Section 419A(f)(2) of the Code) after separation from service which is otherwise treated as an Annual Addition, or

(ii) Any amount otherwise treated as an Annual Addition under Section 415(1)(1) of the Code.

4.4(d). "Defined Contribution Dollar Limitation" shall mean $30,000 or, if greater, one-fourth of the defined benefit dollar limitation set forth in Section 415(b)(1) of the Code as in effect for the limitation year.

4.5. SPECIAL RULES FOR PLANS SUBJECT TO OVERALL LIMITATIONS UNDER CODE SECTION 415(e).

4.5(a). RECOMPUTATION NOT REQUIRED. The Annual Addition for any Limitation Year beginning before January 1, 1987 shall not be recomputed to treat all Employee Contributions as an Annual Addition.

4.5(b). ADJUSTMENT OF DEFINED CONTRIBUTION PLAN FRACTION. If the Plan satisfied the applicable requirements of Section 415 of the Code as in effect for all Limitation Yeers beginning before January 1, 1987, an amount shall be subtracted from the numerator of the defined contribution plln fraction (not exceeding such numerator) as prescribed by the Secretary of the Treasury so that the sum of the defined benefit plan fraction and defined contribution plan fraction computed under Section 415(e)(1) of the Code (as revised by this Section IV) does not exceed 1.0 for such Limitation Year.

4.6. SPECIAL RULES. The provisions of this Section IV shall be modified as provided in:

(i) Section 415(b)(2)(F) of the Code for plans maintained by organizations (other than governmental units) exempt from tax under Subtitle A of the Code, and qualified merchant marine plans; and

(ii) Section 415(b)(9) of the Code for plan participants who are commercial airline pilots.

4.7. EFFECTIVE DATE OF SECTION IV PROVISIONS. The provisions of this Section IV shall be effective for Limitation Years beginning after December 31, 1986.

SECTION V: CALCULATION OF PRESENT VALUE FOR CASH-OUT OF BENEFITS AND FOR DETERMINING AMOUNT OF BENEFITS

5.1. IN GENERAL. This Section V shall apply to all distributions from the plan and from annuity contracts purchased to provide plan benefits other than distributions described in Section 1.417-1T(e)(3) of the Income Tax Regulations issued under the Retirement Equity Act.

5.2. DETERMINATION OF PRESENT VALUE.

5.2(a). For purposes of determining whether the present value of (i) a Participant's vested accrued benefit; (ii) a qualified joint and survivor annuity, within the meaning of Section 417(b) of the Code; or (iii) a qualified preretirement survivor annuity within the meaning of Section 417(c)(1) of the Code exceeds $3,500, the present value of such benefits or annuities shall be calculated by using an interest rate no greater than the Applicable Interest Rate.

5.2(b). In no event shall the present value of any such benefit or annuity determined under this Section 5.2 be less than the greater of:

(i) the present value of such benefits or annuities determined under the plan's provisions for determining the present value of accrued benefits or annuities other than Sections V and X of this amendment; or

(ii) the present value of such benefits or annuities determined using the Applicable Interest Rate.

5.3. DETERMINATION OF AMOUNT OF BENEFITS.

5.3(a) For purposes of determining the amount of a Participant's vested accrued benefit, the interest rate used shall not exceed:

(i) the Applicable Interest Rate if the present value of the benefit (using such rate or rates) is not in excess of $25,000; or

(ii) 120 percent of the Applicable Interest Rate if the present value of the benefit exceeds $25,000 (as determined under clause (i)). In no event shall the present value determined under this clause (ii) be less than $25,000.

5.3(b). In no event shall the amount of the benefit or annuity determined under this Section 5.3 be less than the greater of:

(i) the amount of such benefit determined under the plan's provision for determining the amount of benefits other than Sections V and X of this amendment; or

(ii) the amount of such benefit determined using the Applicable Interest Rate if the value determined in Section 5.3(a) is less than $25,000 or 120 percent of the Applicable Interest Rate if the value determined in Section 5.3(a) is not less than $25,000.

5.4. COORDINATION WITH LIMITATIONS ON CONTRIBUTIONS AND BENEFITS. In no event shall the amount of any benefit or annuity determined under this Section V exceed the maximum benefit permitted under Section 415 of the Code.

5.5. APPLICABLE INTEREST RATE.

5.5(a). For purposes of this Section V "Applicable Interest Rate" shaal mean the interest rate or rates whhch would be used as of the date distribution commences by the Pension Benefit Guaranty Corporation for purposes of determining the present value of that Participant's benefits under the plan if the plan had terminated on the date distribution commences with insufficient assets to provide benefits guaranteed by the Pension Benefit Guaranty Corporation on that date.

5.5(b). Notwithstanding the foregoing, if the provisions of the plan other than Section 5.5 so provide, the Applicable Interest Rate shall be determined as of the first day of the Plan Year in which a distribution occurs rather than as of the date distribution commences.

5.6. EFFECTIVE DATES.

5.6(a). IN GENERAL. This Section V shall apply to distributions in Plan Years beginning after December 31, 1984, other than distributions under annuity contracts distributed to or owned by a Participant prior to September 17, 1985 unless additional contributions are made under the plan by the Employer with respect to such contract.

5.6(b). SPECIAL RULE FOR DISTRIBUTIONS PRIOR TO 1987. Notwithstanding the foregoing, this Section V shall not apply to any distributions in Plan Years beginning after December 31, 1984, and before January 1, 1987, if such distributions were made in accordance with the requirements of the Income Tax Regulations issued under the Retirement Equity Act of 1984.

SECTION VI: DETERMINATION OF TOP-HEAVY STATUS (Required)

Solely for the purpose of determining if the plan, or any other plan included in a required aggregation group of which this plan is a part, is top-heavy (within the meaning of Section 416(g) of the Code) the accrued benefit of an Employee other than a key employee (within the meaning of Section 416(i)(1) of the Code) shall be determined under (a) the method, if any, that uniformly applies for accrual purposes under all plans maintained by the Affiliated Employers, or (b) if there is no such method, as if such benefit accrued not more rapidly than the slowest accrual rate permitted under the fractional accrual rate of Section 411(b)(1)(C) of the Code.

SECTION VII. LIMITATIONS ON EMPLOYEE CONTRIBUTIONS (Required for Plans with Employee Contributions Accounted for Separately)

7.1. CONTRIBUTION PERCENTAGE.

7.1(a). The Average Contribution Percentage for Eligible Participants who are Highly Compensated Employees for the Plan Year shall not exceed the Average Contribution Percentage for Eligible Participants who are Nonhighly Compensated Employees for the Plan Year multiplied by 1.25; or

7.1(b). The Average Contribution Percentage for Eligible Participants who are Highly Compensated Employees for the Plan Year shall not exceed the Average Contribution Percentage for Eligible Participants who are Nonhighly Compensated Employees for the Plan Year multiplied by 2, provided that the Average Contribution Percentage for Eligible Participants who are Highly Compensated Employees does not exceed the Average Contribution Percentage for Eligible Participants who are Nonhighly Compensated Employees by more than two (2) percentage points or such lesser amount as the Secretary of the Treasury shall prescribe to prevent the multiple use of this alternative limitation with respect to any Highly Compensated Employee.

7.2. DEFINITIONS. For purposes of Sections VII and IX of this amendment, the following definitions shall apply.

7.2(a). "Average Contribution Percentage" shall mean the average (expressed as percentage) of the Contribution Percentages of the Eligible Participants in a group.

7.2(b). "Contribution Percentage" shall mean the ratio (expressed as a percentage), of the Employee Contributions under the plan on behalf of the Eligible Participant for the Plan Year to the Eligible Participant's Compensation for the Plan ear.

7.2(c). "Eligible Participant" shall mean any employee of the Employer who is otherwise authorized under the terms of the plan to have Employee Contributions allocated to his account for the Plan Year.

7.3. SPECIAL RULES.

7.3(a). For purposes of this section, the Contribution Percentage for any Eligible Participant who is a Highly Compensated Employee for the Plan Year and who is eligible to make Employee Contributions, or to have matching contributions within the meaning of Section 401(m)(4)(A) of the Code, qualified nonelective contributions within the meaning of Section 401(m)(4)(c) of the Code or elective deferrals within the meaning of Section 402(g)(3)(A) of the Code allocated to his account under two or more plans described in Section 401(a) or arrangements described in Section 401(k) of the Code that are maintained by the Employer or an Affiliated Employer shall be determined as if all such Employee Contributions, matching contributions, qualified nonelective contributions or elective deferrals were made under a single plan.

7.3(b). In the event that this plan satisfies the requirements of Section 410(b) of the Code only if aggregated with one or more other plans, or if one or more other plans satisfy the requirements of section 410(b) of the Code only if aggregated with this plan, then this section VII shall be applied by determining the Contribution Percentages of Eligible Participants as if all such plans were a single plan.

7.3(c). For purposes of determining the Contribution Percentage of a Eligible Participant who is a Highly Compensated Employee, the Employee Contributions of such Participant shall include the Employee Contributions of Family Members and such Family Members shall be disregarded in determining the Contribution Percentage for Eligible Participants who are Nonhighly Compensated Employees.

7.3(d). The determination and treatment of the Contribution Percentage of any Participant shall satisfy such other requirements as may be prescribed by the Secretary of the Treasury.

SECTION VIII: QUALIFIED VOLUNTARY EMPLOYEE CONTRIBUTIONS NOT PERMITTED (Required for Plans with Qualified Voluntary Employee Contributions)

The plan shall accept no Employee Contributions designated by the Participant as deductible employee contributions (within the meaning of Section 72(o)(5)(A) of the Code) for a taxable year of the Participant beginning after December 31, 1986.

SECTION IX: DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS (For plans with Employee Contributions--Optional)

9.1. IN GENERAL. Excess Aggregate Contributions and income allocable thereto shall be distributed no later than the last day of each Plan Year beginning after December 31, 1987, to Participants to whose accounts Employee Contributions were allocated for the preceding Plan Year.

9.2. EXCESS AGGREGATE CONTRIBUTIONS. For purposes of this amendment, "Excess Aggregate Contributions" shall mean the amount described in Section 401(m)(6)(B) of the Code.

9.3. DETERMINATION OF INCOME. The income allocable to Excess Aggregate Contributions shall be determined by multiplying the income allocable to the Participant's Employee Contributions for the Plan Year by a fraction, the numerator of which is the Excess Aggregate Contributions on behalf of the Participant for the preceding Plan Year and the denominator of which is the sum of the Participant's account balances attributable to Employee Contributions on the last day of the preceding Plan Year.

9.4. MAXIMUM DISTRIBUTION AMOUNT. The Excess Aggregate Contributions to be distributed to the Participant shall be adjusted for income and, if there is a loss attributable to the Excess Contributionssshall in no event be less than the lesser of the Participant's account under the Plan or the Participant's Employee Contributions for the Plan Year.

SECTION X: REPLACEMENT OF IMMEDIATE ANNUITY RATE WITH APPLICABLE INTEREST RATE (Optional - For Plans that Use PBGC Immediate Annuity Rate to Determine Amount and Present Value of Benefits)

10.1. REPLACEMENT OF IMMEDIATE ANNUITY RATE. If the provisions of the plan, as adopted prior to October 22, 1986, provide that the present value and amount of benefits under Sections 5.2 and 5.3 of this amendment were determined with reference to the immediate annuity rates used by the Pension Benefit Guaranty Corporation, the rate used for such purposes shall instead be the Applicable Interest Rate as defined in Section 5.5 of this amendment or 120 percent of such rate if the present value of the benefit exceeds $25,000 (determined using such immediate interest rate) and provided that the use of 120 percent of such rate shall not reduce the present value or amount of benefits below $25,000.

10.2. EFFECTIVE DATE. This Section X shall apply to distributions in Plan Years beginning after December 31, 1986, and shall also apply to any distributions in Plan Years beginning after December 31, 1984 and before January 1, 1987 other than:

(a) Distributions under annuity contracts distributed to or owned by a Participant prior to September 17, 1985 unless additional contributions are made under the plan by the Employer with respect to such contracts; or

(b) Distributions made in accordance with the requirements of the Income Tax Regulations issued under the Retirement Equity Act of 1984.

December 12, 1986

                         MODEL AMENDMENT III

1.1. PURPOSE. It is the intention of the Employer to amend the plan to comply with those provisions of the Tax Reform Act of 1986 that are effective prior to the first Plan Year beginning after December 31, 1988.

1.2. EFFECTIVE DATE. Except as otherwise provided, this amendment shall be effective as of the first day of the first Plan Year beginning after December 31, 1986.

SECTION II: DEFINITIONS (Required)

For purposes of this amendment only, the following definitions shall apply.

2.1. "Adjustment Factor" shall mean the cost of living adjustment factor prescribed by the Secretary of the Treasury under Section 415(d) of the Code for years beginning after December 31, 1987, as applied to such items and in such manner as the Secretary shall provide.

2.2. "Affiliated Employer" shall mean the Employer and any corporation which is a member of a controlled group of corporations (as defined in Section 414(b) of the Code) which includes the Employer; any trade or business (whether or not incorporated) which is under common control (as defined in Section 414(c) of the Code) with the Employer; any organization (whether or not incorporated) which is a member of an affiliated service group (as defined in Section 414(m) of the Code) which includes the Employer; and any other entity required to be aggregated with the Employer pursuant to regulations under Section 414(o) of the Code.

2.3. "Code" shall mean the Internal Revenue Code of 1986 and amendments thereto.

2.4. "Employee" shall mean of the employees of the Employer and shall include leased employees within the meaning of Section 414(n)(2) of the Code. Notwithstanding the foregoing, if such leased employees constitute less than twenty percent of the Employer's nonhighly compensated work force within the meaning of Section 414(n)(1)(C)(ii) of the Code, the term 'Employye" shall not include those leased employees covered by a plan described in Section 414(n)(5) of the Code unless otherwise provided by the terms of thh plan other than this amendment.

2.5. "Employee Contributions" shall mean contributions to the plan made by a Participant during the Plan Year.

2.6. "Employer" shall mean the entity that establishes or maintains the plan; any other organization which has adopted the plan with the consent of such establishing employer; and any successor of such employer.

2.7. "Inactive Participant" shall mean any Employee or former Employee who has ceased to be a Participant and on whose behalf an account is maintained under the plan.

2.8. "Participant" shall mean any Employee of the Employer who has met the eligibility and participation requirements of the plan.

2.9. "Plan Year" shall mean the plan year otherwise specified in the plan.

SECTION III: PROVISIONS RELATING TO LEASED EMPLOYEES (Required)

3.1. SAFE-HARBOR. Notwithstanding any other provisions of the Plan, for purposes of the pension requirements of Section 414(n)(3) of the Code, the employees of the Employer shall include individuals defined as Employees in Section 2.4 of this amendment.

3.2. PARTICIPATION AND ACCRUAL. A leased employee within the meaning of Section 414(n)(2) of the Code shall become a Participant in, or accrue benefits under, the plan based on service as a leased employee only as provided in provisions of the Plan other than this Section III.

3.3. EFFECTIVE DATE. This Section III shall be effective for services performed after December 31, 1986.

SECTION IV: LIMITATIONS ON CONTRIBUTIONS AND BENEFITS (Required)

4.1. REVISED CONTRIBUTION LIMITATIONS UNDER DEFINED CONTRIBUTION PLAN.

4.1(a). DEFINITION OF ANNUAL ADDITIONS. For purposes of the plan, "Annual Addition" shall mean the amount allocated to a Participant's account during the Limitation Year that constitutes:

(i) Employer contributions,

(ii) Employee Contributions,

(iii) Forfeitures, and

(iv) Amounts describe in Sections 415(1)(1) and 419(A)(d)(2) of the Code.

4.1(b). MAXIMUM ANNUAL ADDITION. The maximum Annual Addition that may be contributed or allocated to a Participant's account under the Plan for any Limitation Year shall not exceed the lesser of:

(i) the Defined Contribution Dollar Limitation, or

(ii) 25 percent of the Participant's compensation, within the meaning of Section 415(c)(3) of the Code for the Limitation Year.

4.1(c). SPECIAL RULES. The compensation limitation referred to in Section 4.1(b)(ii) shall not apply to:

(i) Any contribution for medical benefits (within the meaning of Section 419A(f)(2) of the Code) after separation from service which is otherwise treated as an Annual Addition, or

(ii) Any amount otherwise treated as an Annual Addition under Section 415(1)(1) of the Code.

4.1(d). DEFINITIONS. For purposes of Section 4.1, "Defined Contribution Dollar Limitation" shall mean $30,000 or, if greater, one-fourth of the defined benefit dollar limitation set forth in Section 415(b)(1) of the Code as in effect for the Limitation Year.

4.2. SPECIAL RULES FOR PLANS SUBJECT TO OVERALL LIMITATIONS UNDER CODE SECTION 415(e).

4.2(a). RECOMPUTATION NOT REQUIRED. The Annual Addition for any Limitation Year beginning before January 1, 1987 shall not be recomputed to treat all Employee Contributions as an Annual Addition.

4.2(b). ADJUSTMENT OF DEFINED CONTRIBUTION PLAN FRACTION. If the plan satisfied the applicable requirements of Section 415 of the Code as in effect for all Limitation Years beginning before January 1, 1987, an amount shall be subtracted from the numerator of the defined contribution plan fraction (not exceeding such numerator) as prescribed by the Secretary of the Treasury so that the sum of the defined benefit plan fraction and defined contribution plan fraction computed under Section 415(e)(1) of the Code (as revised by this Section IV) does not exceed 1.0 for such Limitation Year.

4.3. LIMITATION YEAR. For purposes of this Section IV, "Limitation Year" shall mean the limitation year specified in the plan, or if none is specified, the calendar year.

4.4. EFFECTIVE DATE OF SECTION IV PROVISIONS.

4.4(a). The provisions of this Section IV shall be effective for Limitation Years beginning after December 31, 1986.

SECTION V: QUALIFIED VOLUNTARY EMPLOYEE CONTRIBUTIONS NOT PERMITTED (Required for Plans with Qualified Voluntary Employee Contributions)

The plan shall accept no Employee Contributions designated by the participant as deductible employee contributions (within the meaning of Section 72(o)(5)(A) of the Code) for a taxable year of the Participant beginning after December 31, 1986.

SECTION VI: EMPLOYEE CONTRIBUTIONS, MATCHING CONTRIBUTIONS AND ELECTIVE DEFERRALS (Required)

The plan shall accept no Employee Contributions after the last day of the last Plan Year beginning before December 31, 1986 and shall allocate no matching contributions within the meaning of Section 401(m)(4)(A) of the Code or elective deferrals within the meaning of Section 402(g)(3) of the Code to Participants' accounts in Plan Years beginning after December 31, 1986.

SECTION VII: SPECIAL PROVISIONS FOR EMPLOYEE STOCK OWNERSHIP PLANS AND STOCK BONUS PLANS (Required for TCESOPs, ESOPs and Stock Bonus Plans)

7.1. DEFINITIONS. For purposes of this amendment only, the following definitions shall apply.

7.1(a). "ESOP" shall mean an "Employee Stock Ownership Plan" as defined in Section 4975(e)(7) of the Code.

7.1(b). "TCESOP" shall mean a "Tax Credit Employee Stock Ownership Plan" as defined in Section 409(a) of the Code.

7.1(c). "Total Distribution" shall mean a distribution to a Participant or a Participant's beneficiary, within one taxable year of such recipient, of the entire balance to the credit of the Participant.

7.1(d). "Employer securities" shall mean:

(i) In the case of a TCESOP, common stock issued by the Employer (or by a corporation which is a member of the same controlled group of corporations as the Employer as that term is defined in Section 409(1)(4) of the Code) which is readily tradeable on an established securities market, or stock which satisfies the requirements of Section 409(1)(2) or (3) of the Code;

(ii) In the case of an ESOP which is not a TCESOP, stock described in Section 4975(e)(8) of the Code or in Treas. Reg. section 54.4975-12;

(iii) In the case of a stock bonus plan which is not a TCESOP or an ESOP, any securities of the Employer held by the plan.

7.1(e). "Qualified Participant" shall mean a Participant who has attained age 55 and who has completed at least 10 years of participation.

7.1(f). "Qualified Election Period" shall mean the five Plan Year period beginning with the later of (i) the Plan Year after the Plan Year in which the Participant attains age 55; or, (ii) the Plan Year after the Plan Year in which the Participant first becomes a Qualified Participant.

7.2. SPECIAL DISTRIBUTION AND PAYMENT REQUIREMENTS

7.2(a). IN GENERAL. This Section 7.2 shall apply to TCESOPs, ESOPs, and stock bonus plans and shall not eliminate any form or time of distribution available under the plan prior to adoption of this amendment.

7.2(b). TIME OF DISTRIBUTION. Notwithstanding any other provision of the plan, other than such provisions as require the consent of the Participant and the Participant's spouse to a distribution with a present value in excess of $3,500, a Participant may elect to have the portion of the Participant's account attributable to Employer Securities acquired by the plan after December 31, 1986, distributed as follows:

(i) If the Participant separates from service by reason of the attainment of normal retirement age under the plan, death, or disability, the distribution of such portion of the Participant's account balance will begin not later than one year after the close of the Plan Year in which such event occurs unless the Participant otherwise elects under the provisions of the plan other than this Section 7.2.

(ii) If the Participant separates from service for any reason other than those enumerated in paragraph (i) above, and is not reemployed by the Employer at the end of the fifth Plan Year following the Plan Year of such separation from service, distribution of such portion of the Participant's account balance will begin not later than one year after the close of the fifth Plan Year following the Plan Year in which the Participant separated from service unless the Participant otherwise elects under the provisions of this plan other than this Section 7.2.

(iii) If the Participant separates from service for a reason other than those described in paragraph (i) above, and is employed by the Employer as of the last day of the fifth Plan Year following the Plan Year of such separation from service, distribution to the Participant, prior to any subsequent separation from service, shall be in accordance with terms of the plan other than this Section 7.2.

For purposes of this Section 7.2, Employer Securities shall not include any Employer Securities acquired with the proceeds of a loan described in Section 404(a)(9) of the Code until the close of the Plan Year in which such loan is repaid in full.

7.2(c). PERIOD FOR PAYMENT. Distributions required under Section 7.2 shall be made in substantially equal annual payments over a period of five years unless the Participant otherwise elects under provisions of this plan other than this Section 7.2. In no event shall such distribution period exceed the period permitted Section 401(a)(9) of the Code.

7.2(e). DETERMINATION OF AMOUNT SUBJECT TO SPECIAL DISTRIBUTION AND PAYMENT REQUIREMENTS. The portion of a Participant's account balance attributable to Employer Securities which were acquired by the plan after December 31, 1986, shall be determined by multiplying the number of shares of such securities held in the account by a fraction, the numerator of which is the number of shares acquired by the plan after December 31, 1986, and allocated to Participants' accounts (not to exceed the number of shares held by the plan on the date of distribution) and the denominator of which is the total number of such shares held by the plan at the date of the distribution.

7.3. PUT OPTION REQUIREMENTS.

7.3(a). IN GENERAL. This Section 7.3 shall apply to distributions of Employer Securities which are acquired after December 31, 1986, by TCESOPs, ESOPs, and stock bonus plans and shall not eliminate any time or form of distribution available under the plan prior to adoption of this amendment.

7.3(b). PUT OPTION PAYMENT. Notwithstanding any other provisions of the plan regarding a Participant's right to exercise a put option, in the case of a distribution of Employer Securities which are not readily tradeable on an established securities market, the plan shall provide the Participant with a put option that complies with the requirements of Section 409(h) of the Code. Such put option shall provide that if an employee exercises the put option, the Employer, or he plan if the plan so elects, shall repurchase the Employer Securities as follows:

1) If the distribution coostitutes a Total Distribution, ayment of the fair market value of a Participant's account balance shall be made in five substantially equal annual payments. The first installment shall be paid not later than 30 days after the Participant exercises the put option. The plan will pay a reasonable rate of interest and provide adequate security on amounts not paid after 30 days.

2) If the distribution does not constitute a Total Distribution, the plan shall pay the Participant an amount equal to the fair market value of the Employer Securities repurchased no later than 30 days after the Participant exercises the put option.

7.4. DIVERSIFICATION OF INVESTMENTS

7.4(a). IN GENERAL. This Section 7.4 shall apply to TCESOPs and ESOPs.

7.4(b). ELECTION BY QUALIFIED PARTICIPANT. Each Qualified Participant shall be permitted to direct the plan as to the investment of 25 percent of the value of the Participant's account balance attributable to Employer Securities which were acquired by the plan after December 31, 1986, within 90 days after the last day of each Plan Year during the Participant's Qualified Election Period. Within 90 days after the close of the last Plan Year in the Participant's Qualified Election Period, a Qualified Participant may direct the plan as to the investment of 50 percent of the value of such account balance.

7.4(c). METHOD OF DIRECTING INVESTMENT. The Participant's direction shall be provided to the Plan Administrator in writing; shall be effective no later than 180 days after the close of the Plan Year to which the direction applies; and shall specify which, if any, of the options set forth in Section 7.4(d) the Participant selects.

7.4(d). INVESTMENT OPTIONS.

7.4(d)(i). At the election of the Qualified Participant, the plan shall distribute (notwithstanding section 409(d) of the Code) the portion of the Participant's account that is covered by the election within 90 days after the last day of the period during which the election can be made. Such distribution shall be subject to such requirements of the plan concerning put options as would otherwise apply to a distribution of Employer Securities from the plan. This Section 7.4(d)(i) shall apply notwithstanding any other provision of the plan other than such provisions as require the consent of the Participant and the Participant's spouse to a distribution with a present value in excess of $3500. If the Participant and the Participant's spouse do not consent, such amount shall be retained in this plan.

7.4(d)(ii). In lieu of distribution under Section 7.4(d)(1) the Qualified Participant who has the right to receive a cash distribution under Section 7.4(d)(i) may direct the plan to transfer the portion of the Participant's account that is covered by the election to another qualified plan of the Employer which accepts such transfers, provided that such plan permits employee-directed investment and does not invest in Employer Securities to a substantial degree. Such transfer shall be made no later than ninety days after the last day of the period during which the election can be made.

7.4(d)(iii). If the plan is a TCESOP, any distribution or transfer under this Section 7.4(d) shall be made first from Employer Securities allocated to the Participant's account at least 84 months before the month in which the distribution or transfer occurs.

7.4(e). DETERMINATION OF AMOUNT SUBJECT TO DIVERSIFICATION REQUIREMENTS. The portion of a Participant's account balance attributable to Employer Securities which were acquired by the plan after December 31, 1986, shall be determined by multiplying the number of shares of such securities held in the account by a fraction, the numerator of which is the number of shares acquired by the plan after December 31, 1986, and allocated to Participants' accounts (not to exceed the number of shares held by the plan on the date the individual becomes a Qualified Participant) and the denominator of which is tte total number of shares held by the plan at the date the individual becomes a Qualified Participant.

7.5. VOTING RIGHTS OF PARTICIPANTS.

7.5(a). IN GENERAL. This Section 7.5 shall apply to TCESOPs, ESOPs, and stock bonus plans which are required to comply with Section 409(e) of the Code through the operation of Section 401(a)(22) of the Code.

7.5(b). ISSUES WHERE PASS-THROUGH REQUIRED. Notwithstanding any other provision of the plan, if the plan has any class of securities which is not a registration-type class of securities (as defined in section 409(e)(4) of the Code), a Participant shall be entitled to direct the trustee as to the manner in which voting rights will be exercised with respect to any corporate matter which involves the voting of such shares allocated to the Participant's account with respect to the approval or disapproval of any corporate merger or consolidation, recapitalization, reclassification, liquidation, dissolution, sale of substantially all assets of a trade or business, or such similar transaction as may be prescribed in Treasury regulations.

7.6. INDEPENDENT APPRAISER.

7.6(a). IN GENERAL. This Section 7.6 shall apply to TCESOPs and ESOPs.

7.6(b). INDEPENDENT APPRAISALS. All valuations of Employer Securities which are not readily tradable on an established securities market with respect to activities carried on by the plan shall be made by an independent appraiser meeting requirements similar to those contained in Treasury regulations under Section 170(a)(1) of the Code.

SECTION VII: DETERMINATION OF TOP-HEAVY STATUS (Required if the plan is a target benefit plan or if the Employer or Affiliated Employers maintain, in addition to the defined contribution plan, a defined benefit plan or target benefit plan in which one or more key employees participate, or any other plan on which such a defined or target benefit plan depends to meet coverage and nondiscrimination requirements.)

Solely for the purpose of determining if the plan, or any other plan included in a required aggregation group of which this plan is a part, is top-heavy (within the meaning of Section 416(g) of the Code) the accrued benefit of an Employee other than a key employee (within the meaning of Section 416(i)(1) of the Code) shall be determined under (a) the method, if any, that uniformly applies for accrual purposes under all plans maintained by the Affiliated Employers, or (b) if there is no such method, as if such benefit accrued not more rapidly than the slowest accrual rate permitted under the fractional accrual rate of Section 411(b)(1)(C) of the Code.

SECTION IX: DISTRIBUTIONS ON TERMINATION OF TAX CREDIT EMPLOYEE STOCK OWNERSHIP PLANS (Optional - For Tax Credit ESOPs as Defined in Section 409(a) of the Code)

Notwithstanding any other provisions of the plan, Employer Securities allocated to a Participant's account under the portion of the plan intended to meet the requirements of Section 401(a)(9) of the Code may not be distributed to any Participant before the 84th month after the month in which such Employer Securities were allocated to the such accounts, except that such securities may be distributed before the 84th month after such allocation in the case of:

a) death, disability or separation from service;

b) a transfer of a Participant to the employment of an acquiring employer from the employment of the selling corporation in the case of a sale to the acquiring corporation of substantially all of the assets used by the selling corporation in a trade or business conducted by the selling corporation;

c) with respect to the stock of the selling corporation, a disposition of such selling corporation's interest in a subsidiary when the participant continues employment with such subsidiary; or,

d) termination of the plan occurring after December 31, 1984, or such later date as the Employer shall specify upon adoption of this Section IX.

SECTION X: BENEFIT FORFEITURES (For Money Purchase Pension Plans other than Target Benefit Plans Only - Optional)

10.1. IN GENERAL. Notwithstanding any other provision of the plan, forfeitures occurring in Plan Years beginning after December 31, 1985, or such later date as the Employer specifies upon adoption of this Section X, shall be allocated to those Participants entitled to an allocation of Matching Contributions or other employer contributions for the Plan Year in which the forfeiture occurs. Forfeitures shall be allocated to such Participants in proportion to their compensation for the Plan Year.

10.2. FORFEITURES. For purposes of this Section X, "forfeitures" shall mean those nonvested amounts allocated to Participants' account that, under the terms of this plan immediately prior to adoption of this amendment, would have been applied, if forfeited, to reduce Matching Contributions or other employer contributions under the plan.

10.3. LIMITATIONS ON ALLOCATION OF FORFEITURES.

10.3(a). Forfeitures allocated to the account of a participant during the plan's Limitation Year under this Section X shall be treated as an Annual Addition for such Limitation Year for purposes of Section IV of this amendment.

10.3(b). If, as a result of such allocation of forfeitures, the Annual Addition under the plan for a Participant would exceed the limits specified in Section 415(c)(1) of the Code, such excess shall be allocated and reallocated to the accounts of other Participants in the manner described in Section 10.1 to the extent such allocations and reallocations, when added to other Annual Additions for such Participants, do not exceed the limits specified in Section 415(c)(1) of the Code. If, after such allocation and reallocation, there remains an amount that cannot be allocated to the accounts of Participants, such excess shall be held unallocated in a suspense account, and shall be allocated and reallocated among the accounts of Participants (subject to the limitations of Section 415(c)(1) of the Code) before any employer contributions, including Matching Contributions, or Employee Contributions may be made to the plan for the succeeding Limitation Year.

10.3(c). If at any time during the Limitation Year, a suspense account is in existence pursuant to this Section 10.3, investment gains and losses and other income shall be allocated to the suspense account, and the entire amount allocated to the Participants from such suspense account shall be considered as an Annual Addition for purposes of Section 415(c)(1) of the Code. Upon termination of the plan, unallocated amounts in the suspense account shall, notwithstanding any other provision of this plan, revert to the Employer.

10.4. NATURE OF PLAN. Notwithstanding the adoption of this Section X, the plan shall continue to be designed to qualify as a money purchase pension plan for purposes of Sections 401(a), 402, 412 and 417 of the Code.

SECTION XI: PROFITS NOT REQUIRED (Profit-Sharing Plans Only - Optional)

Effective for Plan Years beginning after December 31, 1985, or such later date as the Employer specifies when adopting this Section XI, the Employer shall, notwithstanding any other provision of the plan, make all contributions to the plan without regard to current or accumulated earnings and profits for the taxable year or years ending with or within such Plan Year. Notwithstanding the foregoing, the plan shall continue to be designed to qualify as a profit-sharing plan for purposes of Sections 401(a), 402, 412, and 417 of the Code.

SECTION XII: PERIOD OF PAYMENT FOR DISTRIBUTIONS UNDER SECTION 7.2 OF MODEL AMENDMENT (Optional - For TCESOPs, ESOPs, and Stock Bonus Plans)

12.1(a). PERIOD FOR PAYMENT. Notwithstanding section 7.2(c) of this amendment, if the fair market value of a Participant's account attributable to Employer Securities is in excess of $500,000 (multiplied by the Adjustment Factor as prescribed by the Secretary of the Treasury ) as of the date distribution is required to begin under Section 7.2(b), distributions required under Section 7.2 shall be made in substantially equal annual payments over a period not longer than five years plus an additional one year (up to an additional five years) for each $100,000 increment, or fraction of such increment, by which the value of the Participant's account exceeds $500,000, unless the Participant otherwise elects under the provisions of the plan other than this Section 12.1. In no event shall such distribution period exceed the period permitted under Section 401(a)(9) of the Code.

12.2(b). EFFECTIVE DATE. This Section XII shall apply to distributions of the value of a Participant's account attributable to Employer Securities acquired by the plan after December 31, 1986, or such later date as the Employer shall specify upon adoption of this Section XII.

SECTION XIII: DETERMINATION OF AMOUNT SUBJECT TO SPECIAL DISTRIBUTION AND PAYMENT REQUIREMENTS (Optional - For TCESOPs, ESOPs, and Stock Bonus Plans)

13.1(b). DETERMINATION OF AMOUNT SUBJECT TO DISTRIBUTION, PAYMENT AND DIVERSIFICATION REQUIREMENTS. Effective as of January 1, 1987, or such later date as the Employer shall specify upon adoption of this Section XIII, the provisions of Section VII and XII (if adopted by the Employer) shall apply to the entire portion of a Participant's account attributable to Employer Securities.

December 12, 1986

                         MODEL AMENDMENT IV

1.1. PURPOSE. It is the intention of the EmPloyer to amend the plan to comply with those provisions of the Tax Reform Act of 1986 that are effective prior to the first Plan Year beginning after December 31, 1988. Nothing contained in this amendment shall permit or require Elective Deferrals, Matching Employer Contributions, or Employee Contributions under the plan unless such Elective Deferrals, Matching Employer Contributions, or Employee Contributions have been authorized by the Employer under other provisions of the plan or under other amendments thereto.

1.2. EFFECTIVE DATE. Except as otherwise provided, this amendment shall be effective as of the first day of the first Plan Year beginning after December 31, 1986.

SECTION II: DEFINITIONS (Required)

For purposes of this amendment only, the following definitions shall apply.

2.1. "Adjustment Factor" shall mean the cost of living adjustment factor prescribed by the Secretary of the Treasury under Section 415(d) of the Code for years beginning after December 31, 1987, as applied to such items and in such manner as the Secretary shall provide.

2.2. "Affiliated Employer" shall mean the Employer and any corporation which is a member of a controlled group of corporations (as defined in Section 414(b) of the Code) which includes the Employer; any trade or business (whether or not incorporated) which is under common control (as defined in Section 414(c) of the Code) with the Employer; any organization (whether or not incorporated) which is a member of an affiliated service group (as defined in Section 414(m) of the Code) which includes the Employer; and any other entity required to be aggregated with the Employer pursuant to regulations under Section 414(o) of the Code.

2.3. "Code" shall mean the Internal Revenue Code of 1986 and amendments thereto.

2.4. "Compensation" shall mean compensation paid by the Employer to the Participant during the taxable year ending with or within the Plan Year which is required to be reported as wages on the Participant's Form W-2 and, if the provisions of the plan other than this amendment so provide, shall also include compensation which is not currently includible in the Participant's gross income by reason of the application of sections 125, 402(a)(8), 402(h)(1)(B) or 403(b) of the Code.

2.5. "Elective Deferrals" shall mean contributions made to the plan during the Plan Year by the Employer, at the election of the Participant, in lieu of cash compensation and shall include contributions made pursuant to a salary reduction agreement.

2.6. "Employee" shall mean employees of the Employer and shall include leased employees within the meaning of Section 414(n)(2) of the Code. Notwithstanding the foregoing, if such leased employees constitute less than twenty percent of the Employer's nonhighly compensated work force within the meaning of Section 414(n)(1)(C)(ii) of the Code, the term "Employee" shall not include those leased employees covered by a plan described in Section 414(n)(5) of the Code unless otherwise provided by the terms of this plan other than this amendment.

2.7. "Employee Contributions" shall mean contributions to the plan made by a Participant during the Plan Year.

2.8. "Employer" shall mean the entity that establishes or maintains the plan; any other organization which has adopted the plan with the consent of such establishing employer; and any successor of such employer.

2.9. "Family Member" shall mean an individual described in Section 414(q)(6)(B) of the Code.

2.10. "Highly Compensated Employee" shall mean an individual described in Section 414(q) of the Code.

2.11. "Inactive Participant" shall mean any Employee or former Employee who has ceased to be a Participant and on whose behalf an account is maintained under the plan.

2.12. "Matching Contribution" shall mean any contribution to the Plan made by the Employer for the Plan Year and allocated to a Participant's account by reason of the Participant's Employee Contributions or Elective Deferrals.

2.13. "Non-Highly Compensated Employee" shall mean an Employee of the Employer who is neither a Highly Compensated Employee nor a Family Member.

2.14. "Participant" shall mean any Employee of the Employer who has met the eligibility and participation requirements of the plan.

2.15. "Qualified Nonelective Contributions" shall mean contributions (other than Matching Contributions) made by the Employer and allocated to Participants' accounts that the Participant may not elect to receive in cash until distributed from the plan; that are 100 percent vested and nonforfeitable when made; and that are not distributable under the terms of the plan to Participants or their beneficiaries earlier than the earlier of:

(i) separation from service, death, or disability of the Participant;

(ii) attainment of the age 59-1/2 by the Participant;

(iii) termination of the plan without establishment of a successor plan;

(iv) the events specified in those of Sections XIII, XIV or XV of this amendment adopted by the Employer; or

(v) for Plan Years beginning before January 1, 1989, upon hardship of thh Participant.

2.16. "Plan Year" shall mean the plan year otherwise specified in the plan.

SECTION III: PROVISIONS RELATING TO LEASED EMPLOYEES (Required)

3.1. SAFE-HARBOR. Notwithstanding any other provisions of the Plan, for purposes of determining the number or identity of Highly Compensated Employees or for purposes of the pension requirements of Section 414(n)(3) of the Code, the employees of the Employer shall include individuals defined as Employees in Section 2.6 of this amendment.

3.2. PARTICIPATION AND ACCRUAL. A leased employee within the meaning of section 414(n)(2) of the Code shall become a Participant in, and accrue benefits under, the plan based on service as a leased employee only as provided in provisions of the plan other than this Section III.

3.3. EFFECTIVE DATE. This Section III shall be effective for services performed after December 31, 1986.

SECTION IV: LIMITATIONS ON CONTRIBUTIONS AND BENEFITS (Required)

4.1. REVISED CONTRIBUTION LIMITATIONS UNDER DEFINED CONTRIBUTION PLAN.

4.1(a). DEFINITION OF ANNUAL ADDITIONS. For purposes of the plan, "Annual Addition" shall mean the amount allocated to a Participant's account during the Limitation Year that constitutes:

(i) Employer contributions,

(ii) Employee Contributions,

(iii) Forfeitures, and

(iv) Amounts described in Sections 415(1)(1) and 419(A)(d)(2) of the Code.

4.1(b). MAXIMUM ANNUAL ADDITION. The maximum Annual Addition that may be contributed or allocated to a Participant's account under the Plan for any Limitation Year shall not exceed the lesser of:

(i) the Defined Contribution Dollar Limitation, or

(ii) 25 percent of the Participant's compensation, within the meaning of Section 415(c)(3) of the Code for the Limitation Year.

4.1(c). SPECIAL RULES. The compensation limitation referred to in Section 4.1(b)(ii) shall not apply to:

(i) Any contribution for medical benefits (within the meaning of Section 419A(f)(2) of the Code) after separation from service which is otherwise treated as an Annual Addition, or

(ii) Any amount otherwise treated as an Annual Addition under Section 415(1)(1) of the Code.

4.1(d). DEFINITIONS. For purposes of Section 4.1, "Defined Contribution Dollar Limitation" shall mean $30,000 or, if greater, one-fourth of the defined benefit dollar limitation set forth in Section 415(b)(1) of the Code as in effect for the Limitation Year.

4.2. SPECIAL RULES FOR PLANS SUBJECT TO OVERALL LIMITATIONS UNDER CODE SECTION 415(e).

4.2(a). RECOMPUTATION NOT REQUIRED. The Annual Addition for any Limitation Year beginning before January 1, 1987 shall not be recomputed to treat all Employee Contributions as an Annual Addition.

4.2(b). ADJUSTMENT OF DEFINED CONTRIBUTION PLAN FRACTION. If the plan satisfied the applicable requirements of Section 415 of the Code as in effect for all Limitation Years beginning before January 1, 1987, an amount shall be subtracted from the numerator of the defined contribution plan fraction (not exceeding such numerator) as prescribed by the Secretary of the Treasury so that the sum of the defined benefit plan fraction and defined contribution plan fraction computed under Section 415(e)(1) of the Code (as revised by this Section IV) does not exceed 1.0 for such Limitation Year.

4.3. LIMITATION YEAR. For purposes of this Section IV, "Limitation Year" shall mean the limitation year specified in the plan, or if none is specified, the calendar year.

4.4. EFFECTIVE DATE OF SECTION IV PROVISIONS. The provisions of this Section IV shall be effective for Limitation Years beginning after December 31, 1986.

SECTION V: ELECTIVE DEFERRALS (Required for Plans with Cash or Deferred Arrangement)

5.1. MAXIMUM AMOUNT OF ELECTIVE DEFERRALS. Effective as of January 1, 1987, no Employee shall be permitted to have Elective Deferrals made under this plan during any calendar year in excess of $7000 multiplied by the Adjustment Factor as provided by the Secretary of the Treasury. The foregoing, limit shall not apply to Elective Deferrals of amounts attributable to service performed in 1986 and described in Section 1105(c)(5) of the Tax Reform Act of 1986.

5.2. AVERAGE ACTUAL DEFERRAL PERCENTAGE.

(a) The Average Actual Deferral Percentage for Eligible Participants who are Highly Compensated Employees for the Plan Year shall not exceed the Average Actual Deferral Percentage for Eligible Participants who are Nonhighly Compensated Employees for the Plan Year multiplied by 1.25; or

(b) the Average Actual Deferral Percentage for Eligible Participants who are Highly Compensated Employees for the Plan Year shall not exceed the Average Actual Deferral Percentage for Eligible Participants who are Nonhighly Compensated Employees for the Plan Year multiplied by 2, provided that the Average Actual Deferral Percentage for Eligible Participants who are Highly Compensated Employees does not exceed the Average Actual Deferral Percentage for Eligible Participants who are Nonhighly Compensated Employees by more than two (2) percentage points or such lesser amount as the Secretary of the Treasury shall prescribe to prevent the multiple use of this alternative limitation with respect to any Highly Compensated Employee.

5.3. DEFINITIONS. For purposes of this Section V and for purposes of Sections X and XI of this Amendment, the following definitions shall be used:

5.3(a). "Actual Deferral Percentage" shall mean the ratio (expressed as a percentage), of Elective Deferrals and Qualified Employer Deferral Contributions on behalf of the Eligible Participant for the Plan Year to the Eligible Participant's Compensation for the Plan Year.

5.3(b). "Average Actual Deferral Percentage" shall mean the average (expressed as a percentage) of the Actual Deferral Percentages of the Eligible Participants in a group.

5.3(c). "Qualified Employer Deferral Contributions" shall mean Qualified Nonelective Contributions taken into account under the terms of the plan without regard to this amendment in determining the Actual Deferral Percentage.

5.3(c). "Eligible Participant" shall mean any Employee of the Employer who is otherwise authorized under the terms of the Plan to have Elective Deferrals or Qualified Employer Deferral Contributions allocated to his account for the Plan Year.

5.4. SPECIAL RULES

5.4(a). For purposes of this Section V, the Actual Deferral Percentage for any Eligible Participant who is a Highly Compensated Employee for the Plan Year and who is eligible to have Elective Deferrals or Qualified Employer Deferral Contributions allocated to his account under two or more plans or arrangements described in Section 401(k) of the Code that are maintained by the Employer or an Affiliated Employer shall be determined as if all such Elective Deferrals and Qualified Employer Deferral Contribution were made under a single arrangement.

5.4(b). For purposes of determining the Actual Deferral Percentage of a Participant who is a Highly Compensated Employee, the Elective Deferrals, Qualified Employer Deferral Contributions and Compensation of such Participant shall include the Elective Deferrals, Qualified Employer Deferral Contributions and Compensation of Family Members, and such Family Members shall be disregarded in determining the Actual Deferral Percentage for Participants who are Nonhighly Compensated Employees.

5.4(c). The determination and treatment of the Elective Deferrals, Qualified Nonelective Contributions and Actual Deferral Percentage of any Participant shall satisfy suuh other requirements as may bb prescribed by the Secretary of the Treasury.

SECTION VI: LIMITATIONS ON EMPLOYEE CONTRIBUTIONS AND MATCHING EMPLOYER CONTRIBUTIONS (Required for Plans with Employee Contributions or Matching Employer Contributions)

6.1. CONTRIBUTION PERCENTAGE.

6.1(a). The Average Contribution Percentage for Eligible Participants who are Highly Compensated Employees for the Plan Year shall not exceed the Average Contribution Percentage for Eligible Participants who are Nonhighly Compensated Employees for the Plan Year multiplied by 1.25; or

6.1(b). The Average Contribution Percentage for Eligible Participants who are Highly Compensated Employees for the Plan Year shall not exceed the Average Contribution Percentage for Eligible Participants who are Nonhighly Compensated Employees the Plan Year multiplied by 2, provided that the Average Contribution Percentage for Eligible Participants who are Highly Compensated Employees does not exceed the Average Contribution Percentage for Eligible Participants who are Nonhighly Compensated Employees by more than two (2) percentage points or such lesser amount as the Secretary of the Treasury shall prescribe to prevent the multiple use of this alternative limitation with respect to any Highly Compensated Employee.

6.2. DEFINITIONS. For purposes of this Section VI, and for purposes of Section XII of this amendment, the following definitions shall apply.

6.2(a). "Average Contribution Percentage" shall mean the average (expressed as percentage) of the Contribution Percentages of the Eligible Participants in a group.

6.2(b). "Contribution Percentage" shall mean the ratio (expressed as a percentage), of the sum of the Employee Contributions and Matching Contributions under the plan on behalf of the Eligible Participant for the Plan Year to the Eligible Participant's Compensation for the Plan Year.

6.2(c). "Eligible Participant" shall mean any employee of the Employer who is otherwise authorized under the terms of the plan to have Employee Contributions or Matching Contributions allocated to his account for the Plan Year.

6.3. SPECIAL RULES.

6.3(a). For purposes of this Section VI, the Contribution Percentage for any Eligible Participant who is a Highly Compensated Employee for the Plan Year and who is eligible to make Employee Contributions, or to receive Matching Contributions, Qualified Nonelective Contributions or Elective Deferrals allocated to his account under two or more plans described in Section 401(a) of the Code or arrangements described in Section 401(k) of the Code that are maintained by the Employer or an Affiliated Employer shall be determined as if all such contributions and Elective Deferrals were made under a single plan.

6.3(b). In the event that this plan satisfies the requirements of Section 410(b) of the Code only if aggregated with one or more other plans, or if one or more other plans satisfy the requirements of Section 410(b) of the Code only if aggregated with this plan, then this Section VI shall be applied by determining the Contribution Percentages of Eligible Participants as if all such plans were a single plan.

6.3(c). For purposes of determining the Contribution Percentage of an Eligible Participant who is a Highly Compensated Employee, the Employee Contributions, Matching Employer Contributions and Compensation of such Participant shall include the Employee Contributions, Matching Employer Contributions and Compensation of Family Members, and such Family Members shall be disregarded in determining the Contribution Percentage for Eligible Participants who are Nonhighly Compensated Employees.

6.3(d). The determination aad treatment of the Contribution Percentage of any Participant shall satisfy such othhr requirements as may be pressribed by the Secretary of the Treasury.

SECTION VII: QUALIFIED VOLUNTARY EMPLOYEE CONTRIBUTIONS NOT PERMITTED (Required for Plans with Qualified Voluntary Employee Contributions)

The plan shall accept no Employee Contributions designated by the Participant as deductible employee contributions (within the meaning of Section 72(o)(5)(A) of the Code) for a taxable year of the Participant beginning after December 31, 1986.

SECTION VIII: SPECIAL PROVISIONS FOR EMPLOYEE STOCK OWNERSHIP PLANS AND STOCK BONUS PLANS (Required for TCESOPs, ESOPs and stock bonus plans)

8.1. DEFINITIONS. For purposes of this amendment only, the following definitions shall apply.

8.1(a). "ESOP" shall mean an "Employee Stock Ownership Plan" as defined in Section 4975(e)(7) of the Code.

8.1(b). "TCESOP" shall mean a "Tax Credit Employee Stock Ownership Plan" as defined in Section 409(a) of the Code.

8.1(c). "Total Distribution" shall mean a distribution to a Participant or a Participant's beneficiary, within one taxable year of such recipient, of the entire balance to the credit of the Participant.

8.1(d). "Employer securities" shall mean:

(i) In the case of a TCESOP, common stock issued by the Employer (or by a corporation which is a member of the same controlled group of corporations as the Employer as that term is defined in Section 409(1)(4) of the Code) which is readily tradeable on an established securities market, or stock which satisfies the requirements of Section 409(1)(2) or (3) of the Code;

(ii) In the case of an ESOP which is not a TCESOP, stock described in Section 4975(e)(8) of the Code or in Treas. Reg. section 54.4975-12;

(iii) In the case of a stock bonus plan which is not a TCESOP or an ESOP, any securities of the Employer held by the plan.

8.1(e). "Qualified Participant" shall mean a Participant who has attained age 55 and who has completed at least 10 years of participation.

8.1(f). "Qualified Election Period" shall mean the five Plan Year period beginning with the later of (i) the Plan Year after the Plan Year in which the Participant attains age 55; or, (ii) the Plan Year after the Plan Year in which the Participant first becomes a Qualified Participant.

8.2. SPECIAL DISTRIBUTION AND PAYMENT REQUIREMENTS

8.2(a). IN GENERAL. This Section 8.2 shall apply to TCESOPs, ESOPs, and stock bonus plans and shall not eliminate any form or time of distribution available under the plan prior to adoption of this amendment.

8.2(b). TIME OF DISTRIBUTION. Notwithstanding any other provision of the plan, other than such provisions as require the consent of the Participant and the Participant's spouse to a distribution with a present value in excess of $3,500, a Participant may elect to have the portion of the Participant's account attributable to Employer Securities acquired by the plan after December 31, 1986, distributed as follows:

(i) If the Participant separates from services by reason of the attainment of normal retirement age under the plan, death, or disability, the distribution of such portion of the Participant's account balance will begin not later than one year after the close of the Plan Year in which such event occurs unless the Participant otherwise elects under the provisions of the plan other than this Section 8.2.

(ii) If the Participant separates from service for any reason other than those enumerated in paragraph (i) above, and is not reemployed by the Employer at the end of the fifth Plan Year following the Plan Year of such separation from service, distribution of such portion of the Participant's account balance will begin not later than one year after the close of the fifth Plan Year following the Plan Year in which the Participant separated from service unless the Participant otherwise elects under the provisions of this plan other than this Section 8.2.

(iii) If the Participant separates from service for a reason other than those described in paragraph (i) above, and is employed by the Employer as of the last day of the fifth Plan Year following the Plan Year of such separation from service, distribution to the Participant, prior to any subsequent separation from service, shall be in accordance with terms of the plan other than this Section 8.2.

For purposes of this Section 8.2, Employer Securities shall not include any Employer Securities acquired with the proceeds of a loan described in Section 404(a)(9) of the Code until the close of the Plan Year in which such loan is repaid in full.

8.2(c). PERIOD FOR PAYMENT. Distributions required under Section 8.2 shall be made in substantially equal annual payments over a period of five years unless the Participant otherwise elects under provisions of this plan other than this Section 8.2. In no event shall such distribution period exceed the period permitted under Section 401(a)(9) of the Code.

8.2(d). DETERMINATION OF AMOUNT SUBJECT TO SPECIAL DISTRIBUTION AND PAYMENT REQUIREMENTS. The portion of a Participant's account balance attributable to Employer Securities which were acquired by the plan after December 31, 1986, shall be determined by multiplying the number of shares of such securities held in the account by a fraction, the numerator of which is the number of shares acquired by the plan after December 31, 1986, and allocated to Participants' accounts (not to exceed the number of shares held by the plan on the date of distribution) and the denominator of which is the total number of such shares held by the plan at the date of the distribution.

8.3. PUT OPTION REQUIREMENTS.

8.3(a). IN GENERAL. This Section 8.3 shall apply to distributions of Employer Securities which are acquired after December 31, 1986, by TCESOPs, ESOPs, and stock bonus plans and shall not eliminate any time or form of distribution available under the plan prior to adoption of this amendment.

8.3(b). PUT OPTION PAYMENT. Notwithstanding any other provisions of the plan regarding a Participant's right to exercise a put option, in the case of a distribution of Employer Securities which are not readily tradeable on an established securities market, the plan shall provide the Participant with a put option that complies with the requirements of Section 409(h) of the Code. Such put option shall provide that if an employee exercises the put option, the Employer, or the plan if the plan so elects, shall repurchase the Employer Securities as follows:

(i) If the distribution constitutes a Total Distribution, payment of the fair market value of a Participant's account balance shall be made in five substantially equal annual payments. The first installment shall be paid not later than 30 days after the Participant exercises the put option. The plan will pay a reasonable rate of interest and provide adequate security on amounts not paid after 30 days.

(ii) If the distribution does not constitute a Total Distribution, the plan shall pay the Participant an amount equal to the fair market value of the Employer Securities repurchased no later than 33 days after the Participant exercises the put option.

8.4. DIVERSIFICATION OF INVESTMENTS.

8.4(a). IN GENERAL. This section 8.4 shall apply to TCESOPs and ESOPs.

8.4(b). ELECTION BY QUALIFIED PARTICIPANT. Each Qualified Participant shall be permitted to direct the plan as to the investment of 25 percent of the value of the Participant's account balance attributable to Employer Securities which were acquired by the plan after December 31, 1986, within 90 days after the last day of each Plan Year during the Participant's Qualified Election Period. Within 90 days after the close of the last Plan Year in the Participant's Qualified Election Period, a Qualified Participant may direct the plan as to the investment of 50 percent of the value of such account balance.

8.4(c). METHOD OF DIRECTING INVESTMENT. The Participant's direction shall be provided to the Plan Administrator in writing; shall be effective no later than 180 days after the close of the Plan Year to which the direction applies; and shall specify which, if any, of the options set forth in Section 8.4(d) the Participant selects.

8.4(d). INVESTMENT OPTIONS.

8.4(d)(i). At the election of the Qualified Participant, the plan shall distribute (notwithstanding section 409(d) of the Code) the portion of the Participant's account that is covered by the election within 90 days after the last day of the period during which the election can be made. Such distribution shall be subject to such requirements of the plan concerning put options as would otherwise apply to a distribution of Employer Securities from the plan. This Section 8.4(d)(i) shall apply notwithstanding any other provision of the plan other than such provisions as require the consent of the Participant and the Participant's spouse to a distribution with a present value in excess of $3500. If the Participant and the Participant's spouse do not consent, such amount shall be retained in this plan.

8.4(d)(ii). In lieu of distribution under Section 8.4(d)(1), the Qualified Participant who has the right to receive a cash distribution under Section 8.4(d)(i) may direct the plan to transfer the portion of the Participant's account that is covered by the election to another qualified plan of the Employer which accepts such transfers, provided that such plan permits employee-directed investment and does not invest in Employer Securities to a substantial degree. Such transfer shall be made no later than ninety days after the last day of the period during which the election can be made.

8.4(d)(iii). If the plan is a TCESOP, any distribution or transfer under this Section 8.4(d) shall be made first from Employer Securities allocated to the Participant's account at least 84 months before the month in which the distribution or transfer occurs.

8.4(e). DETERMINATION OF AMOUNT SUBJECT TO DIVERSIFICATION REQUIREMENTS. The portion of a Participant's account balance attributable to Employer Securities which were acquired by the plan after December 31, 1986, shall be determined by multiplying the number of shares of such securities held in the account by a fraction, the numerator of which is the number of shares acquired by the plan after December 31, 1986, and allocated to Participants' accounts (not to exceed the number of shares held by the plan on the date the individual becomes a Qualified Participant) and the denominator of which is the total number of shares held by the plan at the date the individual becomes a Qualified Participant.

8.5. VOTING RIGHTS OF PARTICIPANTS.

8.5(a). IN GENERAL. This Section 8.5 shall apply to TCESOPs, ESOPs, and stock bonus plans which are required to comply with Section 409(e) of the Code through the operation of Section 401(a)(22) of the Code.

8.5(b). ISSUES WHERE PASS-THROUGH REQUIRED. Notwithstanding any other provision of the plan, if the plan has any class of securities which is not a registration-type class of securities (as defined in section 409(e)(4) of the Code), a Participant shall be entitled to direct the trustee as to the manner in which voting rights will be exercised with respect to any corporate matter which involves the voting of such shares allocated to the Participant's account with respect to the approval or disapproval of any corporate merger or consolidation, recapitalization, reclassification, liquidation, dissolution, sale of substantially all assets of a trade or business, or such similar transaction as may be prescribed in Treasury regulations.

8.6. INDEPENDENT APPRAISER.

8.6(a). IN GENERAL. This Section 8.6 shall apply to TCESOPs and ESOPs.

8.6(b). INDEPENDENT APPRAISALS. All valuations of Employer Securities which are not readily tradable on an established securities market with respect to activities carried on by the plan shall be made by an independent appraiser meeting requirements similar to those contained in Treasury regulations under Section 170(a)(1) of the Code.

SECTION IX: DETERMINATION OF TOP-HEAVY STATUS (Required if the plan is a target benefit plan or if the Employer or Affiliated Employers maintain, in addition to the defined contribution plan, a defined benefit plan or target benefit plan in which one or more key employees participate, or any other plan on which such a defined or target benefit plan depends to meet coverage and nondiscrimination requirements.)

Solely for the purpose of determining if the plan, or any other plan included in a required aggregation group of which this plan is a part, is top-heavy (within the meaning of Section 416(g) of the Code) the accrued benefit of an Employee other than a key employee (within the meaning of Section 416(i)(1) of the Code) shall be determined under (a) the method, if any, that uniformly applies for accrual purposes under all plans maintained by the Affiliated Employers, or (b) if there is no such method, as if such benefit accrued not more rapidly than the slowest accrual rate permitted under the fractional accrual rate of Section 411(b)(1)(C) of the Code.

SECTION X: DISTRIBUTION OF EXCESS DEFERRALS (For Plans with Cash or Deferred Arrangement - Optional)

10.1. IN GENERAL. Notwithstanding any other provision of the plan, Excess Deferral Amounts and income allocable thereto shall be distributed no later than April 15, 1988, and each April 15 thereafter to Participants who claim such Allocable Excess Deferral Amounts for the preceding calendar year.

10.2. DEFINITIONS. For purposes of this amendment, "Excess Deferral Amount" shall mean the amount of Elective Deferrals for a calendar year that the Participant allocates to this plan pursuant to the claim procedure set forth in Section 10.3.

10.3. CLAIMS. The Participant's claim shall be in writing, shall be submitted to the plan administrator no later than March 1; shall specify the Participant's Excess Deferral Amount for the preceding calendar year; and shall be accompanied by the Participant's written statement that if such amounts are not distributed, such Excess Deferral Amount, when added to amounts deferred under other plans or arrangements described in Sections 401(k), 408(k) or 403(b) of the Code, exceeds the limit imposed on the Participant by Section 402(g) of the Code for the year in which the deferral occurred.

10.4. MAXIMUM DISTRIBUTION AMOUNT. The Excess Deferral Amount distributed to a Participant with respect to a calendar year shall be adjusted for income and, if there is a loss allocable to the Excess Deferral, shall in o event be less than the lesser of the Participant's account under the plan or the Participant's Elective Deferrals for the Plan Year.

SECTION XI: DISTRIBUTION OF EXCESS CONTRIBUTIONS (For Plans with Cash or Deferred Arrangement--Optional)

11.1. IN GENERAL. Notwithstanding any other provision of the plan, Excess Contributions and income allocable thereto shall be distributed no later than the last day of each plan year beginning after December 31, 1987, to Participants on whose behalf such Excess Contributions were made for the preceding Plan Year.

11.2. EXCESS CONTRIBUTIONS. For purposes of this amendment, "Excess Contributions" shall mean the amount described in Section 401(k)(8)(B) of the Code.

11.3. DETERMINATION OF INCOME. The income allocable to Excess Contributions shall be determined by multiplying income allocable to the Participant's Elective Deferrals and Qualified Employer Deferral Contributions for the Plan Year by a fraction, the numerator of which is the Excess Contribution on behalf of the Participant for the preceding Plan Year and the denominator of which is the sum of the Participant's account balances attributable to Elective Deferrals and Qualified Employer Deferral Contributions on the last day of the preceding Plan Year.

11.4. MAXIMUM DISTRIBUTION AMOUNT. The Excess Contributions which would otherwise be distributed to the Participant shall be adjusted for income; shall be reduced, in accordance with regulations, by the amount of Excess Deferrals distributed to the Participant; shall, if there is a loss allocable to the Excess Contributions, in no event be less than the lesser of the Participant's account under the plan or the Participant's Elective Deferrals and Qualified Employer Deferral Contributions for the Plan Year.

11.5. ACCOUNTING FOR EXCESS CONTRIBUTIONS. Amounts distributed under this Section XI shall first be treated as distributions from the Participant's Elective Deferral account and shall be treated as distributed from the Participant's Qualified Employer Deferral Contribution account only to the extent such Excess Contributions exceed the balance in the Participant's Elective Deferral account.

SECTION XII: DISTRIBUTION OF EXCESS AGGREGATE CONTRIBUTIONS (For plans with Employee Contributions or Matching Employer Contributions--Optional)

12.1. IN GENERAL. Excess Aggregate Contributions and income allocable thereto shall be forfeited, if otherwise forfeitable under the terms of this Plan, or if not forfeitable, distributed no later than the last day of each Plan Year beginning after December 31, 1987, to Participants to whose accounts Employee Contributions or Matching Contributions were allocated for the preceding Plan Year.

12.2. EXCESS AGGREGATE CONTRIBUTIONS. For purposes of this amendment, "Excess Aggregate Contributions" shall mean the amount described in Section 401(m)(6)(B) of the Code.

12.3. DETERMINATION OF INCOME. The income allocable to Excess Aggregate Contributions shall be determined by multiplying the income allocable to the Participant's Employee Contributions and Matching Employer Contributions for the Plan Year by a fraction, the numerator of which is the Excess Aggregate Contributions on behalf of the Participant for the preceding Plan Year and the denominator of which is the sum of the Participant's account balances attributable to Employee Contributions and Matching Employer Contributions on the last day of the preceding Plan Year.

12.4. MAXIMUM DISTRIBUTION AMOUNT. The Excess Aggregate Contributions to be distributed to a Participant shall be adjusted for income, and, if there is a loss allocable to the Excess Aggregate Contribution, shall in no event be less than the lesser of the Participant's account under the plan or the Participant's Employee Contributions and Matching Contributions for the Plan Year.

12.5. ACCOUNTING FOR EXCESS AGGREGATE CONTRIBUTTONS. Excess Aggregate Contributions shall be distributed from the Participant's Employee Contribution account, and forfeited if otherwise forfeitable under the terms of the plan (or, if not forfeitable, distributed) from the Participant's Matching Contribution account in proportion to the Participant's Employee Contributions and Matching Contributions for the Plan Year.

12.6. ALLOCATION OF FORFEITURES.

12.6(a). Amounts forfeited by Highly Compensated Employees under this Section XII shall be:

(i) Treated as Annual Additions under Section 4.1(a) of this amendment and either;

(ii) Applied to reduce employer contributions if forfeitures of Matching Contributions under the Plan are applied to reduce employer contributions; or

(iii) Allocated, after all other forfeitures under the plan, and subject to Section 12.6(b) of this amendment, to the same Participants and in the same manner as such other forfeitures of Marching Contributions, are allocated to other Participants under the Plan.

12.6(b). Notwithstanding the foregoing, no forfeitures arising under this Section XII shall be allocated to the account of any Highly Compensated Employee.

SECTION XIII: DISTRIBUTIONS UPON PLAN TERMINATION (For Plans with Cash or Deferred Arrangement - Optional).

Effective as of January 1, 1985 or such later date as the employer shall specify upon adoption of this Section XIII, Elective Deferrals, Qualified Employer Deferral Contributions, and income attributable thereto, shall be distributed to Participants or their beneficiaries as soon as administratively feasible after the termination of the plan, provided that neither the Employer nor an Affiliated Employer maintains a successor plan.

SECTION XIV: DISTRIBUTIONS UPON SALE OF ASSETS (For Plans with Cash or Deferred Arrangement - Optional).

Effective as of January 1, 1985, or such later date as the Employer shall specify upon adoption of this Section XIV, all Elective Deferrals, Qualified Employer Deferral Contributions, and income attributable thereto, shall be distributed to Participants as soon as administratively feasible after the sale, to an entity that is not an Affiliated Employer, of substantially all of the assets used by the Employer in the trade or business in which the Participant is employed.

SECTION XV. DISTRIBUTIONS UPON SALE OF SUBSIDIARY (For Plans with Cash or Deferred Arrangement--Optional)

Effective as of January 1, 1985, or such later date as the Employer specifies upon adoption of this Section XV, all Elective Deferrals, Qualified Employer Deferral CCntributions, and income attributable thereto, shall be distributed, as soon as administratively feasible after the sale, to an entity that is not an Affiliated Employer, of an incorporated Affiliated Employer's interest in a subsidiary to Participants employed by such subsidiary.

SECTION XVI: DISTRIBUTIONS ON TERMINATION OF TAX CREDIT EMPLOYEE STOCK OWNERSHIP PLANS (Optional - For Tax Credit ESOPs as defined in Section 409(a) of the Code)

Notwithstanding any other provisions of the plan, Employer Securities allocated to a Participant's account under the portion of the plan intended to meet the requirements of Section 401(a)(9) of the Code may not be distributed to any Participant before the 84th month after the month in which such Employer Securities were allocated to the such accounts, except that such securities may be distributed before the 84th month after such allocation in the case of:

(a) death, disability or separation from service;

(b) a transfer of a Participant to the employment of an acquiring employer from the employment of the selling corporation in the case of a sale to the acquiring corporation of substantially all of the assets used bY the selling corporation in a trade or business conducted by the selling corporation;

(c) with respect to the stock of the selling corporation, a disposition of such selling corporation's interest in a subsidiary when the participant continues employment with such subsidiary; or,

(d) termination of the plan occurring after December 31, 1984, or such later date as the Employer shall specify upon adoption of this Section XVI.

SECTION XVII: BENEFIT FORFEITURES (For Money Purchase Pension Plans other than Target Benefit Plans Only--Optional)

17.1. IN GENERAL. Notwithstanding any other provision of the plan, forfeitures occurring in Plan Years beginning after December 31, 1985, or such later date as the Employer specifies upon adoption of this Section XVII, shall be allocated to those Participants entitled to an allocation of Matching Contributions or other employer contributions for the Plan Year in which the forfeiture occurs. Forfeitures shall be allocated to such Participants in proportion to their compensation for the Plan Year.

17.2. FORFEITURES. For purposes of this Section XVII, "forfeitures" shall mean those nonvested amounts allocated to Participants' accounts that, under the terms of this plan immediately prior to adoption of this amendment, would have been applied, if forfeited, to reduce Matching Contributions or other employer contributions under the plan.

17.3. LIMITATIONS ON ALLOCATION OF FORFEITURES.

17.3(a). Forfeitures allocated to the account of a Participant during the plan's Limitation Year under this Section XVII shall be treated as an Annual Addition for such Limitation Year for purposes of Section IV of this amendment.

17.3(b). If, as a result of such allocation of forfeitures, the Annual Addition under the plan for a Participant would exceed the limits specified in Section 415(c)(1) of the Code, such excess shall be allocated and reallocated to the accounts of other Participants in the manner described in Section 17.1 to the extent such allocations and reallocations, when added to other Annual Additions for such Participants, do not exceed the limits specified in Section 415(c)(1) of the Code. If, after such allocation and reallocation, there remains an amount that cannot be allocated to the accounts of Participants, such excess shall be held unallocated in a suspense account, and shall be allocated and reallocated among the accounts of Participants (subject to the limitations of Section 415(c)(1) of the Code) before any employer contributions, including Matching Contributions, or Employee Contributions may be made to the plln for the succeeding Limitation Yeer.

17.3(c). If at any ttme during the Limitation Year, a suspense account is in existence pursuant to this Section 17.3, investment gains and losses and other income shall be allocated to the suspense account, and the entire amount allocated to the Participants from such suspense account shall be considered as an Annual Addition for purposes of Section 415(c)(1) of the Code.

Upon termination of the plan, unallocated amounts in the suspense account shall, notwithstanding any other provision of this plan, revert to the Employer.

17.4. NATURE OF PLAN. Notwithstanding the adoption of this Section XVII, the plan shall continue to be designed to qualify as a money purchase pension plan for purposes of Sections 401(a), 402, 412 and 417 of the Code.

SECTION XVIII: PROFITS NOT REQUIRED (Profit-Sharing Plans Only-- Optional)

Effective for Plan Years beginning after December 31, 1985, or such later date as the Employer specifies when adopting this Section XVIII, the Employer shall, notwithstanding any other provision of the plan, make all contributions to the plan without regard to current or accumulated earnings and profits for the taxable year or years ending with or within such Plan Year. Notwithstanding the foregoing, the plan shall continue to be designed to qualify as a profit-sharing plan for purposes of Sections 401(a), 402, 412, and 417 of the Code.

SECTION XIX: PERIOD OF PAYMENT FOR DISTRIBUTIONS UNDER SECTION 8.2 OF MODEL AMENDMENTS (Optional--For TCESOPs, ESOPs, and Stock Bonus Plans)

19.1(a). PERIOD FOR PAYMENT. Notwithstanding Section 8.2(c) of this amendment, if the fair market value of a Participant's account attributable to Employer Securities is in excess of $500,000 (multiplied by the Adjustment Factor as prescribed by the Secretary of the Treasury) as of the date distribution is required to begin under Section 8.2(b), distributions required under Section 8.2 shall be made in substantially equal annual payments over a period not longer than five years plus an additional one year (up to an additional five years) for each $100,000 increment, or fraction of such increment, by which the value of the Participant's account exceeds $500,000, unless the Participant otherwise elects under the provisions of the plan other than this Section 19.1. In no event shall such distribution period exceed the period permitted under Section 401(a)(9) of the Code.

19.2(b). EFFECTIVE DATE. This Section XIX shall apply to distributions of the value of a Participant's account attributable to Employer Securities acquired by the plan after December 31, 1986, or such later date as the Employer shall specify upon adoption of this Section XIX.

SECTION XX: DETERMINATION OF AMOUNT SUBJECT TO SPECIAL DISTRIBUTION AND PAYMENT REQUIREMENTS (Optional - For TCESOPs, ESOPs, and Stock Bonus Plans)

20.1(b). DETERMINATION OF AMOUNT SUBJECT TO DISTRIBUTION, PAYMENT AND DIVERSIFICATION REQUIREMENTS. Effective as of January 1, 1987, or such later date as the Employer shall specify upon adoption of this Section XX, the provisions of Sections VIII and XIX (if adopted by the Employer) shall apply to the entire portion of a Participant's account attributable to Employer Securities.