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<TITLE> FORM S-8 </TITLE>
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                      <B>As filed with the Securities and Exchange Commission on April 20, 2001</B></FONT>
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<FONT FACE="Times New Roman, Times, Serif" SIZE=3>    <B>Registration No. 333-</B></FONT>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
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<FONT FACE="Times New Roman, Times, Serif" SIZE=3><BIG>
                                        SECURITIES AND EXCHANGE COMMISSION</BIG></FONT><BR>
                                              WASHINGTON, D.C. 20549<BR>

                                              ----------------------<BR>

<FONT FACE="Times New Roman, Times, Serif" SIZE=4><BIG><B>                   Form S-8</B></BIG></FONT><BR><BR>
                                            <B>  REGISTRATION STATEMENT<BR>
                                                       UNDER<BR>
                                            THE SECURITIES ACT OF 1933</B><BR>



                                              ----------------------<BR><BR>
<FONT FACE="Times New Roman, Times, Serif" SIZE=5><BIG><B>

                                             FRONTIER OIL CORPORATION</B></BIG></FONT><BR>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2>                              (Exact name of registrant as specified in its charter)</FONT><BR>
</P>

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<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=30%><B>Wyoming</B></TD>

<TD WIDTH=15%>&nbsp;</TD>
<TD WIDTH=50%><B>74-1895085</B></TD>
</TR>
<TR ALIGN=CENTER>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=30%>(State or other jurisdiction of</TD>

<TD WIDTH=15%>&nbsp;</TD>
<TD WIDTH=50%>(I.R.S. Employer</TD>
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<TR ALIGN=CENTER>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=30%>incorporation or organization)</TD>
<TD WIDTH=15%>&nbsp;</TD>

<TD WIDTH=50%>Identification No.)</TD>
</TR>
<TR>
<TD>&nbsp;</TD>
<TD>&nbsp;</TD>
<TD>&nbsp;</TD>
<TD>&nbsp;</TD>

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<B>

                                          10000 Memorial Drive, Suite 600<BR>
                                               Houston, Texas 77024</B><BR>
                           (Address, including zip code, of Principal Executive Offices)
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<P ALIGN=CENTER>
<FONT FACE="Times New Roman, Times, Serif" SIZE=5><B>
                                  Frontier Retirement Savings Plan <BR>
Frontier Refining &amp; Marketing Inc. and Subsidiaries Collectively Bargained <BR>
Employees Retirement Savings Plan</B></FONT><BR>

<FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                                             (Full title of the plan)</FONT>
</P>
<P ALIGN=CENTER>
<B>
                                                  James R. Gibbs<BR>
                                             Frontier Oil Corporation<BR>
                                          10000 Memorial Drive, Suite 600<BR>
                                               Houston, Texas 77024<BR>
                                                  (713) 688-9600</B><BR>
<FONT FACE="Times New Roman, Times, Serif" SIZE=2>
                             (Name, address, including zip code, and telephone number,<BR>
                                    including area code, of agent for service)</FONT>
</P>
<P ALIGN=CENTER>

<I>                                                     copy to:</I><BR><BR>

                                                <B> Robert V. Jewell<BR>
                                              Andrews &amp; Kurth L.L.P.<BR>
                                              600 Travis, Suite 4200<BR>
                                               Houston, Texas 77002<BR>
                                                  (713) 220-4200</B><BR><BR>

                                              ----------------------<BR><BR>

<B>
                                          CALCULATION OF REGISTRATION FEE</B>
</P>
<PRE>
<B>
                                                                                         Proposed
                                                                                         Maximum
                                                    Amount            Proposed          Aggregate          Amount of
                                                    to be          Offering Price        Offering         Registration
    Title of Securities to be Registered        Registered(1)      Per Share (2)         Price (2)            Fee</B>
---------------------------------------------  ----------------  ------------------  ----------------  ------------------
Common Stock, no par value                        1,000,000            $10.98         $10,980,000.00         $2,745
=============================================  ================  ==================  ================  ==================
</PRE>

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(1)
</TD>
<TD WIDTH=97%>
Pursuant to Rule 416(a) under the Securities Act of 1933, this registration statement shall cover any additional securities
     issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.  In addition, pursuant to Rule
     416(c), this registration statement also covers an indeterminate amount of interests offered or sold pursuant to the employee
     benefit plans described herein.   Of the total number of shares registered, 600,000 shares are registered for issuance under
     the Frontier Retirement Savings Plan and 400,000 shares are registered for issuance under the Frontier Refining &amp; Marketing
     Inc. and Subsidiaries Collectively Bargained Employees Retirement Savings Plan.
</TD>
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<TD WIDTH=3%>

(2)
</TD>
<TD WIDTH=97%>
  Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h), based upon the
     average of the high and low prices per share for April 18, 2001 on the New York Stock Exchange as reported
     in The Wall Street Journal on April 19, 2001.
</TD>
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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>Effective May 1, 2001, the
common stock of Frontier Oil Corporation (the &#147;Company&#148;) will be added
as an investment option for the Company&#146;s two 401(k) plans. The
Company&#146;s common stock to be registered hereunder will be purchased in the
open market by the Trustee of the Frontier Retirement Savings Plan and Frontier
Refining &amp; Marketing Inc. and Subsidiaries Collectively Bargained Employees
Retirement Savings Plan. No new shares of the Company&#146;s common stock are
being issued in connection with this registration statement.</I> </FONT></P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>PART I</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>INFORMATION
REQUIRED IN SECTION 10(A) PROSPECTUS</FONT></H1>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;                  The document(s) containing the information specified in Part I of Form S-8 will be sent or given
to participants as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the "Securities Act").
These documents and the documents incorporated herein by reference pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>PART II</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT</FONT></H1>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Item&#160;3.&#160;&#160;Incorporation
of Documents by Reference.</FONT></H2>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;                  Frontier Oil Corporation (the "Company") hereby incorporates by reference the following
documents listed below.   In addition, all documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") (prior to the filing of a post-
effective amendment which indicates that all the securities offered have been sold or which deregisters all securities
then remaining unsold) shall be deemed to be incorporated by reference in this Registration Statement and to be a
part thereof from the date of filing of such documents.<BR><BR>

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<TD WIDTH=14%>&nbsp;</TD>
<TD WIDTH=4%> (a)</TD>
<TD WIDTH=82%>
                   The Company's Annual Report on Form 10-K for the year ended December 31, 2000.<BR><BR>
</TD>
</tr>
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<TD WIDTH=14%>&nbsp;</TD>
<TD WIDTH=4%> (b)</TD>
<TD WIDTH=82%>

The description of the Company&#146;s common stock, no par value, contained in
the Company&#146;s Registration Statement on Form 8-A, as filed with the
Commission (File No.&#160;1-7627).</TD>
</TR>
</TABLE>
<BR>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Item 4.
Description of Securities.</FONT></H2>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;                  The information required by Item 4 is not applicable to this Registration Statement since the class
of securities to be offered is registered under Section 12 of the Exchange Act.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
Item 5.  Interests of Named Experts and Counsel.</FONT></H2>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;                  The information required by Item 5 is not applicable to this Registration Statement.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Item 6. Indemnification
of Officers and Directors.</FONT></H2>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;                  Sections 17-16-850 through 17-16-859 of the Wyoming Business Corporation Act provide that a
corporation may indemnify any person who was, is or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or
informal, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was
serving at the corporation's request as a director, officer, partner, trustee, employee or agent of another foreign or
domestic corporation, partnership, joint venture, trust, employee benefit plan or other entity, against judgments,
settlements, penalties, fines, including an excise tax assessed with respect to an employee benefit plan, and
reasonable expenses, including counsel fees, incurred in respect to such action, suit or proceeding if he conducted
himself in good faith and
reasonably believed that his conduct was in or at least not opposed to the
corporation&#146;s best interests and, with respect to any criminal action, suit
or proceeding, he had no reasonable cause to believe his conduct was unlawful.
<BR><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;                  Article Eight of the Company's Articles of Incorporation, as amended, provides for the
indemnification of the Company's directors, officers, employees and agents.  Specifically, said Article Eight
provides in part that:
<BR><BR>
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<TD WIDTH=90%>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
corporation shall indemnify, in the manner and to the full extent authorized by
law (as now in effect or later amended), any person who was, is or may be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, including an action by
or in the right of the corporation, by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses, including attorneys&#146; fees, actually and reasonably
incurred by him in connection with the action, suit, proceeding or
investigation, and judgments, fines and amounts paid in settlement if he acted
in good faith and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit, proceeding or investigation by
judgment, order, settlement, conviction or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that such person did not
act in good faith and in a manner which is reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.</TD>
</TR>
</TABLE>
<BR>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         The Company's Bylaws also contain indemnification provisions which substantially conform to
Article Eight of its Articles of Incorporation, as amended.
<BR><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;                  The Company maintains Directors and Officers' Liability Insurance and have entered into
indemnification agreements with its directors and certain of our officers.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Item 7.
Exemption from Registration Claimed.</FONT></H2>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;                  The information required by Item 7 is not applicable to this Registration Statement because the
class of securities to be offered is registered under Section 12 of the Exchange Act.


<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Item&#160;8.&#160;&#160;Exhibits.</FONT></H2>

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<TR VALIGN=BOTTOM>
<TD WIDTH=9% ALIGN=CENTER>
   Exhibit<BR>
   <U>Number  </U>
</TD>
<TD WIDTH=91% ALIGN=LEFT>
<U>Description</U>
</TD>
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<TD WIDTH=9% ALIGN=CENTER>
5.1, 5.2
</TD>
<TD WIDTH=91% ALIGN=LEFT>
Because the common stock to be registered hereunder will be purchased in the
open market by the Trustee of the Frontier Retirement Savings Plan and Frontier
Refining &amp; Marketing Inc. and Subsidiaries Collectively Bargained Employees
Retirement Savings Plan, an opinion of counsel need not be and is not filed
herewith. Copies of the I.R.S. Determination Letters that the Plans are
qualified under Section 401 of the Internal Revenue Code are filed herewith.
</TD>
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<TR VALIGN=BOTTOM>
<TD WIDTH=9% ALIGN=CENTER>
23.1
</TD>
<TD WIDTH=91% ALIGN=LEFT>
Consent of Arthur Andersen LLP
</TD>
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<TR VALIGN=BOTTOM>
<TD WIDTH=9% ALIGN=CENTER>
24.1
</TD>
<TD WIDTH=91% ALIGN=LEFT>
Power of Attorney (included in signature page of this Registration Statement)
</TD>
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<TR VALIGN=BOTTOM>
<TD WIDTH=9% ALIGN=CENTER>
99.1
</TD>
<TD WIDTH=91% ALIGN=LEFT>
Frontier Retirement Savings Plan
</TD>
</TR>

<TR VALIGN=BOTTOM>
<TD WIDTH=9% ALIGN=CENTER>
99.2
</TD>
<TD WIDTH=91% ALIGN=LEFT>
Frontier Refining &amp; Marketing Inc. and Subsidiaries Collectively Bargained Employees Retirement
           Savings Plan

</TD>
</TR>

</TABLE>

<BR>


<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Item 9.
Undertakings</FONT></H2>


<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         (a) &nbsp;     The undersigned registrant hereby undertakes:
</P>
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<TD WIDTH=3% ALIGN=RIGHT><P> </P></TD>
<TD WIDTH=97%><P>

                  (1) &nbsp;     To file, during any period in which offers or sales are being made, a post-effective
         amendment to this registration statement:
</P>
</TD>
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<BR>
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<TR VALIGN=TOP>
<TD WIDTH=6% ALIGN=RIGHT><P> </P></TD>
<TD WIDTH=94%><P>

                           (i) &nbsp;  To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
</P>
</TD>
</TR>
</TABLE>
<BR>
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<TR VALIGN=TOP>
<TD WIDTH=6% ALIGN=RIGHT><P> </P></TD>
<TD WIDTH=94%><P>

                           (ii) &nbsp;    To reflect in the prospectus any facts or events arising after the effective date of
                  the Registration Statement (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental change in the information set forth in
                  this Registration Statement;
</P>
</TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=6% ALIGN=RIGHT><P> </P></TD>
<TD WIDTH=94%><P>

                           (iii)&nbsp;    To include any material information with respect to the plan of distribution not
                  previously disclosed in the Registration Statement or any material change to such information in
                  this Registration Statement;<BR><BR>

                  <I>Provided, however</I>, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information
                  required to be included in a post-effective amendment by those paragraphs is contained in
                  periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of the Securities
                  Exchange Act of 1934 that are incorporated by reference in the Registration Statement.
</P>
</TD>
</TR>
</TABLE>
<BR>
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<TR VALIGN=TOP>
<TD WIDTH=3% ALIGN=RIGHT><P> </P></TD>
<TD WIDTH=97%><P>

                  (2) &nbsp;     That, for the purpose of determining any liability under the Securities Act of 1933, each
         such post-effective amendment shall be deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide
         offering thereof.
</P>
</TD>
</TR>
</TABLE>
<BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=3% ALIGN=RIGHT><P> </P></TD>
<TD WIDTH=97%><P>

                  (3) &nbsp;     To remove from registration by means of a post-effective amendment any of the
         securities being registered which remain unsold at the termination of the offering.
</P>
</TD>
</TR>
</TABLE>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         (b) &nbsp;     The undersigned registrant hereby undertakes that, for purposes of determining any liability under
the Securities Act of 1933, each filing of the Company&#146;s annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to
be a new registration statement relating to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         (c) &nbsp;     Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted
to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a
director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such issue.

</P>
<P ALIGN=CENTER>
<B>                                                      SIGNATURES</B>
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
        The Registrant.  Pursuant to the requirements of the Securities Act of 1933, registrant certifies that it has
  reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this
  registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston,
  State of Texas, on the 19th day of April, 2001.
</P>
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<TD WIDTH=60%>&nbsp; </TD>
<TD WIDTH=40%>

<B>                                                             FRONTIER OIL CORPORATION</B><BR><BR><BR>
</TD>
</TR>
<TR VALIGN=BOTTOM>
<TD WIDTH=60%>&nbsp;</TD>
<TD WIDTH=40%>


                                                             By: &nbsp; <U> /s/&nbsp; Julie H. Edwards</U><BR>
                                                              &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;     Julie H. Edwards<BR>
                                                            &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;       Executive Vice President-Finance<BR>
                                                            &nbsp;&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;        &amp; Administration
</TD>
</TR>
</TABLE>

<P ALIGN=CENTER>
<b>                                                  Power of Attorney</b>
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
        KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of Frontier Oil
  Corporation (the &#147;Company&#148;), hereby constitutes and appoints James R. Gibbs and Julie H. Edwards, or either of them
  (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of
  substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and
  file this Registration Statement under the Securities Act of 1933, as amended, and any or all amendments (including,
  without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with
  respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-
  in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite
  and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes
  as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and
  agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
        Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the
  following persons in the capacities indicated on the 19th day of April, 2001.
</P>
<TABLE WIDTH=100%>
<TR>
<TD WIDTH=40%>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;                <U><B>Signature</B></U>
</TD>
<TD WIDTH=40%>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U><B>Title</B></U><BR>&nbsp;
</TD>
<TD WIDTH=20%>&nbsp;
</TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=40% ALIGN=LEFT>
<U>/s/&nbsp; James R. Gibbs</U><BR>
James R. Gibbs            </TD>
<TD WIDTH=40% ALIGN=LEFT>
Chairman of the Board, President,<BR>
                        Chief Executive Officer and Director<BR>
                                     (Principal Executive Officer)<BR>&nbsp;

</TD>
<TD WIDTH=20%>&nbsp;
</TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=40% ALIGN=LEFT>
 <U>/s/&nbsp; Julie H. Edwards</U> <BR>
 Julie H. Edwards
</TD>
<TD WIDTH=40% ALIGN=LEFT>
 Executive Vice President-Finance<BR>
                      &amp; Administration<BR>
                    (Principal Financial Officer)<BR>&nbsp;

</TD>
<TD WIDTH=20%>&nbsp;
</TD>
</TR>



<TR VALIGN=TOP>
<TD WIDTH=40% ALIGN=LEFT>
 <U>/s/&nbsp; Nancy J. Zupan </U> <BR>
  Nancy J. Zupan<BR>
</TD>
<TD WIDTH=40% ALIGN=LEFT>
  Vice President-Controller<BR>
(Principal Accounting Officer)<BR><BR>

</TD>
<TD WIDTH=20%>&nbsp;
</TD>


<TD WIDTH=20%>&nbsp;
</TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=40% ALIGN=LEFT>
 <U>/s/&nbsp; Douglas Y. Bech </U> <BR>
  Douglas Y. Bech  <BR>&nbsp;
</TD>
<TD WIDTH=40% ALIGN=LEFT>
Director


</TD>
<TD WIDTH=20%>&nbsp;
</TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=40% ALIGN=LEFT>
 <U>/s/&nbsp; G. Clyde Buck </U> <BR>
  G. Clyde Buck  <BR>&nbsp;
</TD>
<TD WIDTH=40% ALIGN=LEFT>
Director

</TD>
<TD WIDTH=20%>&nbsp;
</TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=40% ALIGN=LEFT>
 <U>/s/&nbsp; T. Michael Dossey </U> <BR>
  T. Michael Dossey  <BR>&nbsp;
</TD>
<TD WIDTH=40% ALIGN=LEFT>
Director

</TD>
<TD WIDTH=20%>&nbsp;
</TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=40% ALIGN=LEFT>
 <U>/s/&nbsp; James H. Lee </U> <BR>
  James H. Lee  <BR>&nbsp;
</TD>
<TD WIDTH=40% ALIGN=LEFT>
Director

</TD>
<TD WIDTH=20%>&nbsp;
</TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=40% ALIGN=LEFT>
 <U>/s/&nbsp; Paul B. Loyd, Jr. </U> <BR>
  Paul B. Loyd, Jr. <BR>&nbsp;
</TD>
<TD WIDTH=40% ALIGN=LEFT>
Director

</TD>
<TD WIDTH=20%>&nbsp;
</TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=40% ALIGN=LEFT>
 <U>/s/&nbsp; Carl W. Schafer </U> <BR>
 Carl W. Schafer <BR>&nbsp;
</TD>
<TD WIDTH=40% ALIGN=LEFT>
Director

</TD>
<TD WIDTH=20%>&nbsp;
</TD>
</TR>

</TABLE>



<P>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;        <I>The Plans</I>. Pursuant to the requirements of the Securities Act of 1933, as amended, the trustees (or other
  persons who administer the employee benefit plans) have duly caused this Registration Statement to be signed on
  behalf of the plans by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on this 19th
  day of April, 2001.

</P>
<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=50%>&nbsp; </TD>
<TD WIDTH=50%>

<B>                                                             FRONTIER RETIREMENT SAVINGS PLAN</B><BR><BR><BR>
</TD>
</TR>
<TR VALIGN=BOTTOM>
<TD WIDTH=50%>&nbsp;</TD>
<TD WIDTH=50%>


                                                             By: &nbsp; <U> /s/&nbsp; Julie H. Edwards</U><BR>
                                                              &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;     Julie H. Edwards<BR>
                                                            &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;       Executive Vice President - Finance<BR>
                                                            &nbsp;&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;        &amp; Administration
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=50%>&nbsp; </TD>
<TD WIDTH=50%>

<B>                                                             FRONTIER REFINING &amp; MARKETING INC. AND
                                                  SUBSIDIARIES COLLECTIVELY BARGAINED
                                                  EMPLOYEES RETIREMENT SAVINGS PLAN</B><BR><BR><BR>
</TD>
</TR>
<TR VALIGN=BOTTOM>
<TD WIDTH=50%>&nbsp;</TD>
<TD WIDTH=50%>


                                                             By: &nbsp; <U> /s/&nbsp; Julie H. Edwards</U><BR>
                                                              &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;     Julie H. Edwards<BR>
                                                            &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;       Executive Vice President-Finance<BR>
                                                            &nbsp;&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;        &amp; Administration
</TD>
</TR>
</TABLE>


<HR SIZE=1 NOSHADE>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>EXHIBIT INDEX</FONT></H1>

<TABLE WIDTH=100%>
<TR VALIGN=BOTTOM>
<TD WIDTH=9% ALIGN=CENTER>
   Exhibit<BR>
   <U>Number  </U>
</TD>
<TD WIDTH=91% ALIGN=LEFT>
<U>Description</U>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=9% ALIGN=CENTER>
5.1
</TD>
<TD WIDTH=91% ALIGN=LEFT>
Internal Revenue Service Plan Determination Letter - Frontier Retirement Savings Plan (formerly
                known as Wainoco)

</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=9% ALIGN=CENTER>
5.2
</TD>
<TD WIDTH=91% ALIGN=LEFT>
 Internal Revenue Service Plan Determination Letter - Frontier Refining &amp; Marketing Inc. and
                Subsidiaries Collectively Bargained Employees Retirement Savings Plan

</TD>
</TR>
<TR VALIGN=BOTTOM>
<TD WIDTH=9% ALIGN=CENTER>
23.1
</TD>
<TD WIDTH=91% ALIGN=LEFT>
Consent of Arthur Andersen LLP
</TD>
</TR>

<TR VALIGN=BOTTOM>
<TD WIDTH=9% ALIGN=CENTER>
24.1
</TD>
<TD WIDTH=91% ALIGN=LEFT>
Power of Attorney (included in signature page of this Registration Statement)
</TD>
</TR>

<TR VALIGN=BOTTOM>
<TD WIDTH=9% ALIGN=CENTER>
99.1
</TD>
<TD WIDTH=91% ALIGN=LEFT>
Frontier Retirement Savings Plan
</TD>
</TR>

<TR VALIGN=BOTTOM>
<TD WIDTH=9% ALIGN=CENTER>
99.2
</TD>
<TD WIDTH=91% ALIGN=LEFT>
Frontier Refining &amp; Marketing Inc. and Subsidiaries Collectively Bargained Employees Retirement
           Savings Plan

</TD>
</TR>

</TABLE>
<BR>

<HR SIZE=1 NOSHADE>
<P ALIGN=RIGHT>
                                                                                 Exhibit 5.1&nbsp;&nbsp;
</P>
<PRE>
INTERNAL REVENUE SERVICE                                       DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
P.O. BOX 2508
CINCINNATI, OH 45201
                                                     Employer Identification Number:
 Date: Apr 14, 1997                                           74-1895085
                                                     DLN:
                                                              17007003046007
 WAINOCO OIL CORPORATION                             Person to Contact:
 5340 S. QUEBEC ST STE 200N                                   Cindy Perry
 ENGLEWOOD, CO   80111                               Contact Telephone Number:
                                                              (513) 684-3957
                                                     Plan Name:
                                                        SAVINGS PLAN

                                                     Plan Number:   002
</PRE>
<P>
 Dear Applicant:
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         We have made a favorable determination on your plan, identified above, based on the
 information supplied.  Please keep this letter in your permanent records.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         Continued qualification of the plan under its present form will depend on its effect in
 operation.  (See section 1.401-1(b)(3) of the Income Tax Regulations.)  We will review the status
 of the plan in operation periodically.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         The enclosed document explains the significance of this favorable determination letter,
 points out some events that may affect the qualified status of your employee retirement plan, and
 provides information on the reporting requirements for your plan.  It also describes some events
 that automatically nullify it.  It is very important that you read the publication.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         This letter relates only to the status of you plan under the Internal Revenue Code.  It is
 not a determination regarding the effect of other federal or local statutes.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         This determination is subject to your adoption of the proposed amendments submitted in
 your letter dated November 15, 1996.  The proposed amendments should be adopted on or before
 the date prescribed by the regulations under Code section 401(b).
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         This determination letter is applicable for the amendment(s) adopted on June 6, 1995.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         This plan has been mandatorily disaggregated, permissively aggregated, or restructured to
 satisfy the nondiscrimination requirements.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         This plan satisfies the nondiscrimination in amount requirement of section 1.401(a)(4) -
 1(b)(2) of the regulations on the basis of a design-based safe harbor described in the regulations.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         This plan satisfies the nondiscriminatory current availability requirements of section
 1.401(a)(4) - 4(b) of the regulations with respect to those benefits, rights and features that are
 currently available to all employees in the plan's coverage group.  For this purpose, the plan's
 coverage group consists of those employees treated as currently benefitting for purposes of
 demonstrating that the plan satisfies the minimum coverage requirements of section 410(b) of the
 Code.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         Except as otherwise specified this letter may not be relied upon with respect to whether
 the plan satisfies the qualification requirements as amended by the Uruguay Round Agreements
 Act, Pub. L. 103-465 and by the Small Business Job Protection Act of 1996 (SBJPA), Pub. L.
 104-108, other than the requirements of Code section 401(a)(26).
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         The information on the enclosed addendum is an integral part of this determination.
 Please be sure to read and keep it with this letter.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         If you have questions concerning this matter, please contact the person whose name and
 telephone number are shown above.
</P>

<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=60%>&nbsp;</TD>
<TD WIDTH=40%>
                                                     Sincerely yours,<BR><BR>

                                                     /s/ C. Ashley Bullard<BR>
                                                     District Director<BR>
</TD>
</TR>
</TABLE>
<P>
 Enclosures:<BR>
 Publication 794<BR>
 Reporting &amp; Disclosure Guide<BR>
 &nbsp;&nbsp;&nbsp;   for Employee Benefit Plans<BR>
 Addendum
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         This letter considers the amendments required by the Tax Reform Act of 1986 except as
 otherwise specified in this letter.
</P>

<HR SIZE=1 NOSHADE>

<P ALIGN=RIGHT>
                                                                                 Exhibit 5.2&nbsp;&nbsp;
</P>
<PRE>

 INTERNAL REVENUE SERVICE                                         DEPARTMENT OF THE TREASURY
 DISTRICT DIRECTOR
 P.O. BOX 2508
 CINCINNATI, OH 45201
                                                     Employer Identification Number:
 Date: Mar. 25, 1997                                          22-2899938
                                                     DLN:
                                                              17007003045007
 FRONTIER OIL CORPORATION                            Person to Contact:
 5340 S. QUEBEC ST STE 200N                                   Cindy Perry
 ENGLEWOOD, CO   80111                               Contact Telephone Number:
                                                              (513) 684-3957
                                                     Plan Name:
                                                        SUBSIDIARIES RETIREMENT PLAN

                                                     Plan Number:   001

</PRE>
<P>
 Dear Applicant:
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         We have made a favorable determination on your plan, identified above, based on the
 information supplied.  Please keep this letter in your permanent records.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         Continued qualification of the plan under its present form will depend on its effect in
 operation.  (See section 1.401-1(b)(3) of the Income Tax Regulations.)  We will review the status
 of the plan in operation periodically.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         The enclosed document explains the significance of this favorable determination letter,
 points out some events that may affect the qualified status of your employee retirement plan, and
 provides information on the reporting requirements for your plan.  It also describes some events
 that automatically nullify it.  It is very important that you read the publication.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         This letter relates only to the status of your plan under the Internal Revenue Code.  It is
 not a determination regarding the effect of other federal or local statutes.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         This determination is subject to your adoption of the proposed amendments submitted in
 your letter dated March 07, 1997.  The proposed amendments should be adopted on or before the
 date prescribed by the regulations under Code section 401(b).
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         This determination letter is applicable for the amendment(s) adopted on June 29, 1995.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         This plan satisfies the minimum coverage and nondiscrimination requirements of sections
 410(b) and 401(a)(4) of the Code because the plan benefits only collectively bargained
 employees or employees treated as collectively bargained employees.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         This letter is issued under Rev. Proc. 93-39 and considers the amendments required by
 the Tax Reform Act of 1986 except as otherwise specified in this letter.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         Except as otherwise specified this letter may not be relied upon with respect to whether
 the plan satisfies the qualification requirements as amended by the Uruguay Round Agreements
 Act, Pub. L. 103-465 and by the Small Business Job Protection Act of 1996 (SBJPA), Pub. L.
 104-108, other than the requirements of Code section 401(a)(26).
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         The information on the enclosed Publication 794 is an integral part of this determination.
 Please be sure to read and keep it with this letter.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         If you have questions concerning this matter, please contact the person whose name and
 telephone number are shown above.
</P>

<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=60%>&nbsp;</TD>
<TD WIDTH=40%>
                                                     Sincerely yours,<BR><BR>

                                                     /s/ C. Ashley Bullard<BR>
                                                     District Director<BR>
</TD>
</TR>
</TABLE>

<P>
 Enclosures:<BR>
 Publication 794<BR>
 Reporting &amp; Disclosure Guide<BR>
  for Employee Benefit Plans<BR>
</P>

<HR SIZE=1 NOSHADE>
<P ALIGN=RIGHT>
                                                                             Exhibit 23.1&nbsp;&nbsp;
</P>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>CONSENT OF
INDEPENDENT PUBLIC ACCOUNTANTS</FONT></H1>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;         As independent public accountants, we hereby consent to the incorporation by reference in this registration
 statement of our report dated February 9, 2001, incorporated by reference in Frontier Oil Corporation's Form 10-K
 for the year ended December 31, 2000, and to all references to our Firm included in this registration statement.
<BR><BR>
<TABLE WIDTH=100%>
<TR>
<TD WIDTH=60%> </TD>
<TD WIDTH=40%>
                                                              ARTHUR ANDERSEN LLP
</TD>
</TR>
</TABLE>
<BR>
<P>
 Houston, Texas<BR>
 April 20, 2001
</P>

<HR SIZE=1 NOSHADE>

<P ALIGN=RIGHT>

                                                                                                 Exhibit 99.1&nbsp;&nbsp;

</P>

<BR><BR><BR>
















<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>WAINOCO
RETIREMENT SAVINGS PLAN</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>(July 1,
1995 Restatement)</FONT></H1>

             Fidelity Management Trust Company, its affiliates and employees
             may not provide you with legal or tax advice in connection with
             the execution of this document.  It should be reviewed by your
             attorney and/or accountant prior to execution.


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>CORPORATEplan
for RETIREMENT<SUP>SM</SUP></FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>VOLUME
SUBMITTER</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>PLAN
DOCUMENT SYSTEMS<SUP>TM</SUP></FONT></H1>




<PRE>
                                            TABLE OF CONTENTS


                                                PREAMBLE

                                                ARTICLE I
                                               DEFINITIONS

1.1     Plan Definitions......................................................................  2
1.2     Interpretation........................................................................  7

                                               ARTICLE II
                                                 SERVICE

2.1     Definitions ..........................................................................  8
2.2     Crediting of Hours of Service.........................................................  9
2.3     Crediting of Continuous Service.......................................................  9
2.4     Eligibility Service...................................................................  9
2.5     Vesting Service.......................................................................  9
2.6     Crediting of Service on Transfer or
        Amendment.............................................................................  9

                                               ARTICLE III
                                               ELIGIBILITY

3.1     Eligibility .......................................................................... 11
3.2     Transfers of Employment............................................................... 11
3.3     Reemployment.......................................................................... 11
3.4     Notification Concerning New Eligible
                    Employees................................................................. 11
3.5     Effect and Duration................................................................... 11

                                               ARTICLE IV
                                       TAX-DEFERRED CONTRIBUTIONS

4.1     Tax-Deferred Contributions............................................................ 12
4.2     Amount of Tax-Deferred Contributions.................................................. 12
4.3     Changes in Reduction Authorization.................................................... 12
4.4     Suspension of Tax-Deferred Contributions.............................................. 13
4.5     Resumption of Tax-Deferred Contributions.............................................. 13
4.6     Delivery of Tax-Deferred Contributions................................................ 13
4.7     Vesting of Tax-Deferred Contributions................................................. 13

                                                ARTICLE V
                                  AFTER-TAX AND ROLLOVER CONTRIBUTIONS

5.1     No After-Tax Contributions............................................................ 14
5.2     Rollover Contributions................................................................ 14
5.3     Vesting of Rollover Contributions..................................................... 14

                                               ARTICLE VI
                                         EMPLOYER CONTRIBUTIONS

6.1     Definitions .......................................................................... 15
6.2     Contribution Period................................................................... 15
6.3     Profit-Sharing Contributions.......................................................... 15
6.4     Allocation of Profit-Sharing Contributions............................................ 15
6.5     Matching Contributions................................................................ 16
6.6     Allocation of Matching Contributions.................................................. 16
6.7     Verification of Amount of Employer
        Contributions by the Sponsor.......................................................... 16
6.8     Payment of Employer Contributions..................................................... 16
6.9     Eligibility to Participate in Allocation.............................................. 16
6.10    Vesting of Employer Contributions..................................................... 17
6.11    Election of Former Vesting Schedule................................................... 17

                                               ARTICLE VII
                                      LIMITATIONS ON CONTRIBUTIONS

7.1     Definitions .......................................................................... 18
7.2     Code Section 402(g) Limit............................................................. 21
7.3     Limitation on Tax-Deferred Contributions of
        Highly Compensated Employees.......................................................... 22
7.4     Distribution of Excess Tax-Deferred
                    Contributions............................................................. 23
7.5     Limitation on Matching Contributions of
        Highly Compensated Employees.......................................................... 24
7.6     Distribution of Excess Contributions.................................................. 25
7.7     Multiple Use Limitation............................................................... 26
7.8     Determination of Income or Loss....................................................... 26
7.9     Code Section 415 Limitations on Crediting of
        Contributions and Forfeitures......................................................... 26
7.10    Coverage Under Other Qualified Defined
        Contribution Plan..................................................................... 27
7.11    Coverage Under Qualified Defined Benefit
                    Plan...................................................................... 28
7.12    Scope of Limitations.................................................................. 28

                                              ARTICLE VIII
                                    TRUST FUNDS AND SEPARATE ACCOUNTS

8.1     General Fund.......................................................................... 29
8.2     Investment Funds...................................................................... 29
8.3     Loan Investment Fund.................................................................. 29
8.4     Appointment of Investment Managers.................................................... 29
8.5     Income on Trust....................................................................... 29
8.6     Separate Accounts..................................................................... 30
8.7     Sub-Accounts.......................................................................... 30

                                               ARTICLE IX
                                        LIFE INSURANCE CONTRACTS

9.1     No Life Insurance Contracts........................................................... 31

                                                ARTICLE X
                                 DEPOSIT AND INVESTMENT OF CONTRIBUTIONS

10.1    Future Contribution Investment Elections.............................................. 32
10.2    Deposit of Contributions.............................................................. 32
10.3    Election to Transfer Between Funds.................................................... 32

                                               ARTICLE XI
                                 CREDITING AND VALUING SEPARATE ACCOUNTS

11.1    Crediting Separate Accounts........................................................... 34
11.2    Valuing Separate Accounts............................................................. 34
11.3    Plan Valuation Procedures............................................................. 34
11.4    Finality of Determinations............................................................ 35
11.5    Notification.......................................................................... 35

                                               ARTICLE XII
                                                  LOANS

12.1    Application for Loan.................................................................. 36
12.2    Reduction of Account Upon Distribution................................................ 36
12.3    Requirements to Prevent a Taxable
        Distribution.......................................................................... 37
12.4    Administration of Loan Investment Fund................................................ 37
12.5    Default     .......................................................................... 38
12.6    Loans Granted Prior to October 19, 1989............................................... 38

                                              ARTICLE XIII
                                       WITHDRAWALS WHILE EMPLOYED

13.1    Withdrawals of Rollover Contributions................................................. 39
13.2    Withdrawals of Employer Contributions................................................. 39
13.3    Withdrawals of Tax-Deferred Contributions............................................. 39
13.4    Limitations on Withdrawals Other than
        Hardship Withdrawals.................................................................. 39
13.5    Order of Withdrawal from a Participant's
                    Sub-Accounts.............................................................. 40
13.6    Conditions and Limitations on Hardship
                    Withdrawals............................................................... 40

                                               ARTICLE XIV
                              TERMINATION OF EMPLOYMENT AND SETTLEMENT DATE

14.1    Termination of Employment and Settlement
        Date.................................................................................. 43

                                               ARTICLE XV
                                              DISTRIBUTIONS

15.1    Distributions to Participants......................................................... 44
15.2    Distributions to Beneficiaries........................................................ 44
15.3    Cash Outs and Participant Consent..................................................... 45
15.4    Required Commencement of Distribution................................................. 45
15.5    Reemployment of a Participant......................................................... 46
15.6    Restrictions on Alienation............................................................ 46
15.7    Facility of Payment................................................................... 46
15.8    Inability to Locate Payee............................................................. 47
15.9    Distribution Pursuant to Qualified Domestic
        Relations Orders...................................................................... 47

                                               ARTICLE XVI
                                             FORM OF PAYMENT

16.1    Normal Form of Payment................................................................ 48
16.2    Optional Form of Payment.............................................................. 48
16.3    Change of Option Election............................................................. 48
16.4    Direct Rollover....................................................................... 48
16.5    Notice Regarding Forms of Payment..................................................... 49
16.6    Reemployment.......................................................................... 50

                                              ARTICLE XVII
                                              BENEFICIARIES

17.1    Designation of Beneficiary............................................................ 51
17.2    Spousal Consent Requirements.......................................................... 51

                                              ARTICLE XVIII
                                             ADMINISTRATION

18.1    Authority of the Sponsor.............................................................. 52
18.2    Action of the Sponsor................................................................. 52
18.3    Claims Review Procedure............................................................... 53
18.4    Qualified Domestic Relations Orders................................................... 54
18.5    Indemnification....................................................................... 54
18.6    Actions Binding....................................................................... 54

                                               ARTICLE XIX
                                        AMENDMENT AND TERMINATION

19.1    Amendment   .......................................................................... 55
19.2    Limitation on Amendment............................................................... 55
19.3    Termination .......................................................................... 55
19.4    Reorganization........................................................................ 57
19.5    Withdrawal of an Employer............................................................. 57

                                               ARTICLE XX
                                       ADOPTION BY OTHER EMPLOYERS

20.1    Adoption by Related Companies......................................................... 59
20.2    Effective Plan Provisions............................................................. 59

                                               ARTICLE XXI
                                        MISCELLANEOUS PROVISIONS

21.1    No Commitment as to Employment........................................................ 60
21.2    Benefits    .......................................................................... 60
21.3    No Guarantees......................................................................... 60
21.4    Expenses    .......................................................................... 60
21.5    Precedent   .......................................................................... 60
21.6    Duty to Furnish Information........................................................... 60
21.7    Withholding .......................................................................... 61
21.8    Merger, Consolidation, or Transfer of Plan
        Assets................................................................................ 61
21.9    Back Pay Awards....................................................................... 61
21.10   Condition on Employer Contributions................................................... 62
21.11   Return of Contributions to an Employer................................................ 62
21.12   Validity of Plan...................................................................... 62
21.13   Trust Agreement....................................................................... 62
21.14   Parties Bound......................................................................... 63
21.15   Application of Certain Plan Provisions................................................ 63
21.16   Leased Employees...................................................................... 63
21.17   Transferred Funds..................................................................... 64

                                              ARTICLE XXII
                                          TOP-HEAVY PROVISIONS

22.1    Definitions .......................................................................... 65
22.2    Applicability......................................................................... 68
22.3    Minimum Employer Contribution......................................................... 68
22.4    Adjustments to Section 415 Limitations................................................ 68

                                              ARTICLE XXIII
                                             EFFECTIVE DATE

23.1    Effective Date of Amendment and Restatement........................................... 70

                                                ADDENDUM
                                             Re:  PLAN LOANS

01.     Loans Restricted to Eligible Employees................................................ 71
02.     Minimum Loan Amount................................................................... 71
03.     Maximum Number of Outstanding Loans................................................... 71

</PRE>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>PREAMBLE</FONT></H1>

The Wainoco Retirement Savings Plan, originally effective as of
January 1, 1987, is hereby amended and restated in its entirety.
The Plan, as amended and restated hereby, is intended to qualify as
a profit-sharing plan under Section 401(a) of the Code, and
includes a cash or deferred arrangement that is intended to qualify
under Section 401(k) of the Code.  The Plan is maintained for the
exclusive benefit of eligible employees and their beneficiaries.
<BR><BR>
Notwithstanding any other provision of the Plan to the contrary, a
Participant's vested interest in his Separate Account under the
Plan on and after the effective date of this amendment and
restatement shall be not less than his vested interest in his
account on the day immediately preceding the effective date.  In
addition, notwithstanding any other provision of the Plan to the
contrary, the forms of payment and other Plan provisions that were
available under the Plan immediately prior to the later of the
effective date of this amendment and restatement or the date this
amendment and restatement is adopted and that may not be eliminated
under Section 411(d)(6) of the Code shall continue to be available
to Participants who had an account under the Plan on the day
immediately preceding the later of the effective date or the date
this amendment and restatement is adopted.

<BR>
<BR><BR>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ARTICLE I</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>DEFINITIONS</FONT></H1>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>1.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Plan
Definitions</FONT></H2>

As used herein, the following words and phrases have the meanings
hereinafter set forth, unless a different meaning is plainly
required by the context:<BR><BR>

The <B>"Administrator"</B> means the Sponsor unless the Sponsor designates
another person or persons to act as such.<BR><BR>

An <B>"After-Tax Contribution"</B> means any after-tax employee
contribution made by a Participant as may be permitted under
Article V.<BR><BR>

The <B>"Beneficiary"</B> of a Participant means the person or persons
entitled under the provisions of the Plan to receive distribution
hereunder in the event the Participant dies before receiving
distribution of his entire interest under the Plan.<BR><BR>

The <B>"Code"</B> means the Internal Revenue Code of 1986, as amended from
time to time.  Reference to a section of the Code includes such
section and any comparable section or sections of any future
legislation that amends, supplements, or supersedes such section.<BR><BR>

The <B>"Compensation"</B> of a Participant for any period means the wages
as defined in Section 3401(a) of the Code, determined without
regard to any rules that limit compensation included in wages based
on the nature or location of the employment or services performed,
and all other payments made to him for such period for services as
an Employee for which his Employer is required to furnish the
Participant a written statement under Sections 6041(d) and
6051(a)(3) of the Code, and excluding reimbursements or other
expense allowances, fringe benefits, moving expenses, deferred
compensation, and welfare benefits, but determined prior to any
exclusions for Tax-Deferred Contributions or amounts deferred under
Section 125, 402(e)(3), 402(h), 403(b), or 457(b) of the Code.<BR><BR>

In no event, however, shall the Compensation of a Participant taken
into account under the Plan for any Plan Year exceed (1) $200,000
for Plan Years beginning prior to January 1, 1994, or (2) $150,000
for Plan Years beginning on or after January 1, 1994 (subject to
adjustment annually as provided in Section 401(a)(17)(B) and
Section 415(d) of the Code; provided, however, that the dollar
increase in effect on January 1 of any calendar year, if any, is
effective for Plan Years beginning in such calendar year).  If the
Compensation of a Participant is determined over a period of time
that contains fewer than 12 calendar months, then the annual
compensation limitation described above shall be adjusted with
respect to that Participant by multiplying the annual compensation
limitation in effect for the Plan Year by a fraction the numerator
of which is the number of full months in the period and the
denominator of which is 12; provided, however, that no proration is
required for a Participant who is covered under the Plan for less
than one full Plan Year if the formula for allocations is based on
Compensation for a period of at least 12 months.  In determining
the Compensation, for purposes of applying the annual compensation
limitation described above, of a Participant who is a five percent
owner or among the ten Highly Compensated Employees receiving the
greatest Compensation for the Plan Year, the Compensation of the
Participant's spouse and of his lineal descendants who have not
attained age 19 as of the close of the Plan Year shall be included
as Compensation of the Participant for the Plan Year.  If as a
result of applying the family aggregation rule described in the
preceding sentence the annual compensation limitation would be
exceeded, the limitation shall be prorated among the affected
family members in proportion to each member's Compensation as
determined prior to application of the family aggregation rules
except for purposes of determining "base Compensation" in
accordance with the provisions of Article VI.<BR><BR>

A <B>"Contribution Period"</B> means the period specified in Article VI
for which Employer Contributions shall be made.<BR><BR>

An <B>"Eligible Employee"</B> means any Employee who has met the
eligibility requirements of Article III to have Tax-Deferred
Contributions made to the Plan on his behalf.<BR><BR>

The <B>"Eligibility Service"</B> of an employee means the period or
periods of service credited to him under the provisions of Article
II for purposes of determining his eligibility to participate in
the Plan as may be required under Article III or Article VI.<BR><BR>

An <B>"Employee"</B> means any employee of an Employer other than an
employee who is covered by a collective bargaining agreement that
does not specifically provide for coverage under the Plan or who is
a nonresident alien who does not receive United States source
income.<BR><BR>

An <B>"Employer"</B> means the Sponsor and any entity which has adopted
the Plan as may be provided under Article XX.<BR><BR>

An <B>"Employer Contribution"</B> means the amount, if any, that an
Employer contributes to the Plan as may be provided under
Article VI or Article XXII.<BR><BR>

An <B>"Enrollment Date"</B> means the first day of each calendar month of
the Plan Year.<BR><BR>

<B>"ERISA"</B> means the Employee Retirement Income Security Act of 1974,
as amended from time to time.  Reference to a section of ERISA
includes such section and any comparable section or sections of any
future legislation that amends, supplements, or supersedes such
section.<BR><BR>

The <B>"General Fund"</B> means a Trust Fund established by the Trustee as
required to hold and administer any assets of the Trust that are
not allocated among any separate Investment Funds as may be
provided in the Plan or the Trust Agreement.  No General Fund shall
be established if all assets of the Trust are allocated among
separate Investment Funds.<BR><BR>

A <B>"Highly Compensated Employee"</B> means an Employee or former
Employee who is a highly compensated active employee or highly
compensated former employee as defined hereunder.<BR><BR>

A "highly compensated active employee" includes any Employee who
performs services for an Employer during the determination year and
who (i) was a five percent owner at any time during the
determination year or the look back year, (ii) received
compensation from an Employer during the look back year in excess
of $75,000 (subject to adjustment annually at the same time and in
the same manner as under Section 415(d) of the Code), (iii) was in
the top paid group of employees for the look back year and received
compensation from an Employer during the look back year in excess
of $50,000 (subject to adjustment annually at the same time and in
the same manner as under Section 415(d) of the Code), (iv) was an
officer of an Employer during the look back year and received
compensation during that year in excess of 50 percent of the dollar
limitation in effect for that year under Section 415(b)(1)(A) of
the Code or, if no officer received compensation in excess of that
amount for the look back year or the determination year, received
the greatest compensation for the look back year of any officer, or
(v) was one of the 100 employees paid the greatest compensation by
an Employer for the determination year and would be described in
(ii), (iii), or (iv) above if the term "determination year" were
substituted for "look back year".<BR><BR>

A "highly compensated former employee" includes any Employee who
separated from service from an Employer and all Related Companies
(or is deemed to have separated from service from an Employer and
all Related Companies) prior to the determination year, performed
no services for an Employer during the determination year, and was
a highly compensated active employee for either the separation year
or any determination year ending on or after the date the Employee
attains age 55.<BR><BR>

The determination of who is a Highly Compensated Employee
hereunder, including determinations as to the number and identity
of employees in the top paid group, the 100 employees receiving the
greatest compensation from an Employer, the number of employees
treated as officers, and the compensation considered, shall be made
in accordance with the provisions of Section 414(q) of the Code and
regulations issued thereunder.  For purposes of this definition,
the following terms have the following meanings:<BR><BR>

<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=4%> (a)</TD>
<TD WIDTH=96%>

The &#147;determination year&#148; means the Plan Year or, if the Administrator
makes the election provided in paragraph (b) below, the period of time, if any,
which extends beyond the look back year and ends on the last day of the Plan
Year for which testing is being performed (the &#147;lag period&#148;). If the
lag period is less than 12 months long, the dollar amounts specified in (ii),
(iii), and (iv) above shall be prorated based upon the number of months in the
lag period.<BR><BR> </TD>
</TR>

<TR VALIGN=TOP>
<TD WIDTH=4%> (b)</TD>
<TD WIDTH=96%>
The &#147;look back year&#148; means the 12-month period immediately preceding
the determination year; provided, however, that the Administrator may elect
instead to treat the calendar year ending with or within the determination year
as the &#147;look back year&#148;. </TD>
</TR>
</TABLE>
<BR>

An <B>"Hour of Service"</B> with respect to a person means each hour, if
any, that may be credited to him in accordance with the provisions
of Article II.<BR><BR>

An <B>"Investment Fund"</B> means any separate investment Trust Fund
established from time to time by the Trustee as may be provided in
the Plan or the Trust Agreement or any separate investment fund
maintained by the Trustee, to the extent that there are Participant
Sub-Accounts under such funds, to which assets of the Trust may be
allocated and separately invested.<BR><BR>

The <B>"Normal Retirement Date"</B> of an employee means the date he
attains age 65.<BR><BR>

A <B>"Participant"</B> means any person who has a Separate Account in the
Trust.<BR><BR>

The <B>"Plan"</B> means the Wainoco Retirement Savings Plan, as from time
to time in effect.<BR><BR>

A <B>"Plan Year"</B> means the 12-consecutive-month period ending December
31.<BR><BR>

A <B>"Related Company"</B> means any corporation or business, other than
an Employer, which would be aggregated with an Employer for a
relevant purpose under Section 414 of the Code.<BR><BR>

A <B>"Rollover Contribution"</B> means any rollover contribution to the
Plan made by a Participant as may be permitted under Article V.<BR><BR>

A <B>"Separate Account"</B> means the account maintained by the Trustee in
the name of a Participant that reflects his interest in the Trust
and any Sub-Accounts established thereunder, as provided in Article
VIII.<BR><BR>

The <B>"Settlement Date"</B> of a Participant means the date on which a
Participant's interest under the Plan becomes distributable in
accordance with Article XV.<BR><BR>

The <B>"Sponsor"</B> means Wainoco Oil &amp; Gas Company, and any successor
thereto.<BR><BR>

A <B>"Sub-Account"</B> means any of the individual sub-accounts of a
Participant's Separate Account that is maintained as provided in
Article VIII.<BR><BR>

A <B>"Tax-Deferred Contribution"</B> means the amount contributed to the
Plan on a Participant's behalf by his Employer in accordance with
his reduction authorization executed pursuant to Article IV.<BR><BR>

The <B>"Trust"</B> means the trust maintained by the Trustee under the
Trust Agreement.<BR><BR>

The <B>"Trust Agreement"</B> means the agreement entered into between the
Sponsor and the Trustee relating to the holding, investment, and
reinvestment of the assets of the Plan, together with all
amendments thereto and shall include any agreement establishing a
custodial account, an annuity contract, or an insurance contract
(other than a life, health or accident, property, casualty, or
liability insurance contract) for the investment of assets if the
custodial account or contract would, except for the fact that it is
not a trust, constitute a qualified trust under Section 401 of the
Code.<BR><BR>

The <B>"Trustee"</B> means the trustee or any successor trustee which at
the time shall be designated, qualified, and acting under the Trust
Agreement and shall include any insurance company that issues an
annuity or insurance contract pursuant to the Trust Agreement or
any person holding assets in a custodial account pursuant to the
Trust Agreement.<BR><BR>

A <B>"Trust Fund"</B> means any fund established under the Trust by the
Trustee.<BR><BR>

A <B>"Valuation Date"</B> means the date or dates designated by the
Sponsor and communicated in writing to the Trustee for the purpose
of valuing the General Fund and each Investment Fund and adjusting
Separate Accounts and Sub-Accounts hereunder, which dates need not
be uniform with respect to the General Fund, each Investment Fund,
Separate Account, or Sub-Account; provided, however, that the
General Fund and each Investment Fund shall be valued and each
Separate Account and Sub-Account shall be adjusted no less often
than once annually.<BR><BR>

The <B>"Vesting Service"</B> of an employee means the period or periods of
service credited to him under the provisions of Article II for
purposes of determining his vested interest in his Employer
Contributions Sub-Account, if Employer Contributions are provided
for under either Article VI or Article XXII.<BR><BR>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>1.2
Interpretation</FONT></H2>

Where required by the context, the noun, verb, adjective, and
adverb forms of each defined term shall include any of its other
forms.  Wherever used herein, the masculine pronoun shall include
the feminine, the singular shall include the plural, and the plural
shall include the singular.<BR>

<BR><BR>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ARTICLE II</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>SERVICE</FONT></H1>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>2.1 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Definitions</FONT></H2>

For purposes of this Article, the following terms have the
following meanings:


<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=4%> (a)</TD>
<TD WIDTH=96%>
The &#147;continuous service&#148; of an employee means the service credited to
him in accordance with the provisions of Section 2.3 of the Plan.<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=4%>
(b) </TD>
<TD WIDTH=96%>
         The "employment commencement date" of an employee means the
             date he first completes an Hour of Service.<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=4%>(c)</TD>
<TD WIDTH=96%>
A &#147;maternity/paternity absence&#148; means a person&#146;s absence from
employment with an Employer or a Related Company because of the person&#146;s
pregnancy, the birth of the person&#146;s child, the placement of a child with
the person in connection with the person&#146;s adoption of the child, or the
caring for the person&#146;s child immediately following the child&#146;s birth
or adoption. A person&#146;s absence from employment will not be considered a
maternity/paternity absence unless the person furnishes the Administrator such
timely information as may reasonably be required to establish that the absence
was for one of the purposes enumerated in this paragraph and to establish the
number of days of absence attributable to such purpose. <BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=4%>(d)</TD>
<TD WIDTH=96%>The &#147;reemployment commencement date&#148; of an employee means the first
date following a severance date on which he again completes an Hour of Service. <BR><BR></TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=4%>
(e)</TD>
<TD WIDTH=96%>
The &#147;severance date&#148; of an employee means the earlier of (i) the date
on which he retires, dies, or his employment with an Employer and all Related
Companies is otherwise terminated, or (ii) the first anniversary of the first
date of a period during which he is absent from work with an Employer and all
Related Companies for any other reason; provided, however, that if he terminates
employment with or is absent from work with an Employer and all Related
Companies on account of service with the armed forces of the United States, he
shall not incur a severance date if he is eligible for reemployment rights under
Federal law and he returns to work with an Employer or a Related Company within
the period during which he retains such reemployment rights.
</TD>
</TR>
</TABLE>



<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>2.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Crediting
of Hours of Service</FONT></H2>

A person shall be credited with an Hour of Service for each hour
for which he is paid, or entitled to payment, for the performance
of duties for an Employer or any Related Company.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>2.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Crediting of
Continuous Service</FONT></H2>

A person shall be credited with continuous service for the
aggregate of the periods of time between his employment
commencement date or any reemployment commencement date and the
severance date that next follows such employment commencement date
or reemployment commencement date; provided, however, that an
employee who has a reemployment commencement date within the
12-consecutive-month period following the earlier of the first date
of his absence or his severance date shall be credited with
continuous service for the period between such severance date and
reemployment commencement date.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>2.4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Eligibility Service</FONT></H2>

An employee shall be credited with Eligibility Service equal to his
continuous service.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>2.5 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Vesting
Service</FONT></H2>

There shall be no Vesting Service credited under the Plan.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>2.6&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Crediting
of Service on Transfer or Amendment</FONT></H2>

Notwithstanding any other provision of the Plan to the contrary, if
an Employee is transferred from employment covered under a
qualified plan maintained by an Employer or a Related Company for
which eligibility service and/or vesting service is credited based
on Hours of Service and computation periods in accordance with
Department of Labor Regulationsss.2530.200 through 2530.203 to
employment covered under the Plan or, prior to amendment, the Plan
provided for crediting of Eligibility Service and/or Vesting
Service on the basis of Hours of Service and computation periods,
an affected Employee shall be credited with Eligibility Service
and/or Vesting Service equal to:<BR>

<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=4%>
(a)</TD>
<TD WIDTH=96%>
the Employee&#146;s years of service credited to him under the Hours of Service
method before the computation period in which the transfer or the effective date
of the amendment occurs, plus <BR><BR></TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=4%>
(b)</TD>
<TD WIDTH=96%>
the greater of (i) the period of service that would be credited to the Employee
under the elapsed time method provided hereunder for his employment during the
entire computation period in which the transfer or the effective date of the
amendment occurs or (ii) the service taken into
             account under the Hours of Service method for such
             computation period as of the date of the transfer or the
             effective date of the amendment, plus<BR><BR></TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=4%>
(c)</TD>
<TD WIDTH=96%>
the service credited to such Employee under the elapsed time method provided
hereunder for the period of time beginning on the day after the last day of the
computation period in which the transfer or the effective date of the amendment
occurs.<BR><BR> </TD>
</TR>
</TABLE>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ARTICLE III</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ELIGIBILITY</FONT></H1>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>3.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Eligibility</FONT></H2>

Each Employee who was an Eligible Employee immediately prior to the
effective date of this amendment and restatement shall continue to
be an Eligible Employee.  Each other Employee shall become an
Eligible Employee as of the Enrollment Date coinciding with or next
following the date on which he has both attained age 21 and
completed 6 full calendar months of Eligibility Service.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>3.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Transfers
of Employment</FONT></H2>

If a person is transferred directly from employment with an
Employer or with a Related Company in a capacity other than as an
Employee to employment as an Employee, he shall become an Eligible
Employee as of the date he is so transferred if prior to an
Enrollment Date coinciding with or preceding such transfer date he
has met the eligibility requirements of Section 3.1.  Otherwise,
the eligibility of a person who is so transferred to elect to have
Tax-Deferred Contributions made to the Plan on his behalf shall be
determined in accordance with Section 3.1.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>3.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Reemployment</FONT></H2>

If a person who terminated employment with an Employer and all
Related Companies is reemployed as an Employee and if he had been
an Eligible Employee prior to his termination of employment, he
shall again become an Eligible Employee on the date he is
reemployed.  Otherwise, the eligibility of a person who terminated
employment with an Employer and all Related Companies and who is
reemployed by an Employer or a Related Company to elect to have
Tax-Deferred Contributions made to the Plan on his behalf shall be
determined in accordance with Section 3.1 or 3.2.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>3.4 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notification
Concerning New Eligible Employees</FONT></H2>

Each Employer shall notify the Administrator as soon as practicable
of Employees becoming Eligible Employees as of any date.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>3.5&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Effect and
Duration</FONT></H2>

Upon becoming an Eligible Employee, an Employee shall be entitled
to elect to have Tax-Deferred Contributions made to the Plan on his
behalf and shall be bound by all the terms and conditions of the
Plan and the Trust Agreement.  A person shall continue as an
Eligible Employee eligible to have Tax-Deferred Contributions made
to the Plan on his behalf only so long as he continues employment
as an Employee.

<BR><BR><BR>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ARTICLE IV</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>TAX-DEFERRED CONTRIBUTIONS</FONT></H1>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>4.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Tax-Deferred Contributions</FONT></H2>

Effective as of the date he becomes an Eligible Employee, or any
subsequent Enrollment Date, each Eligible Employee may elect in
writing in accordance with rules prescribed by the Administrator to
have Tax-Deferred Contributions made to the Plan on his behalf by
his Employer as hereinafter provided.  An Eligible Employee's
written election shall include his authorization for his Employer
to reduce his Compensation and to make Tax-Deferred Contributions
on his behalf and his election as to the investment of his
contributions in accordance with Article X.  Tax-Deferred
Contributions on behalf of an Eligible Employee shall commence with
the first payment of Compensation made on or after the date on
which his election is effective.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>4.2 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Amount of
Tax-Deferred Contributions</FONT></H2>

The amount of Tax-Deferred Contributions to be made to the Plan on
behalf of an Eligible Employee by his Employer shall be an integral
percentage of his Compensation of not less than one percent nor
more than 13 percent.  In the event an Eligible Employee elects to
have his Employer make Tax-Deferred Contributions on his behalf,
his Compensation shall be reduced for each payroll period by the
percentage he elects to have contributed on his behalf to the Plan
in accordance with the terms of his currently effective reduction
authorization.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>4.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Changes in
Reduction Authorization</FONT></H2>

An Eligible Employee may change the percentage of his future
Compensation that his Employer contributes on his behalf as
Tax-Deferred Contributions at such time or times during the Plan
Year as the Administrator may prescribe by filing an amended
reduction authorization with his Employer such number of days prior
to the date such change is to become effective as the Administrator
shall prescribe.  An Eligible Employee who changes his reduction
authorization shall be limited to selecting a percentage of his
Compensation that is otherwise permitted under Section 4.2.
Tax-Deferred Contributions shall be made on behalf of such Eligible
Employee by his Employer pursuant to his amended reduction
authorization filed in accordance with this Section commencing with
Compensation paid to the Eligible Employee on or after the date
such filing is effective, until otherwise altered or terminated in
accordance with the Plan.



<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>4.4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Suspension of
Tax-Deferred Contributions</FONT></H2>

An Eligible Employee on whose behalf Tax-Deferred Contributions are
being made may have such contributions suspended at any time by
giving such number of days advance written notice to his Employer
as the Administrator shall prescribe.  Any such voluntary
suspension shall take effect commencing with Compensation paid to
such Eligible Employee on or after the expiration of the required
notice period and shall remain in effect until Tax-Deferred
Contributions are resumed as hereinafter set forth.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>4.5&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Resumption
of Tax-Deferred Contributions</FONT></H2>

An Eligible Employee who has voluntarily suspended his Tax-Deferred
Contributions in accordance with Section 4.4 may have such
contributions resumed at such time or times during the Plan Year as
the Administrator may prescribe, by filing a new reduction
authorization with his Employer such number of days prior to the
date as of which such contributions are to be resumed as the
Administrator shall prescribe.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>4.6&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Delivery
of Tax-Deferred Contributions</FONT></H2>

As soon after the date an amount would otherwise be paid to an
Employee as it can reasonably be separated from Employer assets,
each Employer shall cause to be delivered to the Trustee in cash
all Tax-Deferred Contributions attributable to such amounts.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>4.7&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Vesting of
Tax-Deferred Contributions</FONT></H2>

A Participant's vested interest in his Tax-Deferred Contributions
Sub-Account shall be at all times 100 percent.

<BR><BR><BR>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ARTICLE V</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>AFTER-TAX
AND ROLLOVER CONTRIBUTIONS</FONT></H1>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>5.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; No
After-Tax Contributions</FONT></H2>

There shall be no After-Tax Contributions made to the Plan.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>5.2 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Rollover
Contributions</FONT></H2>

An Employee who was a participant in a plan qualified under Section
401 or 403 of the Code and who receives a cash distribution from
such plan that he elects either (i) to roll over immediately to a
qualified retirement plan or (ii) to roll over into a conduit IRA
from which he receives a later cash distribution, may elect to make
a Rollover Contribution to the Plan if he is entitled under Section
402(c)(1), Section 403(a)(4), or Section 408(d)(3)(A) of the Code
to roll over such distribution to another qualified retirement
plan.  The Administrator may require an Employee to provide it with
such information as it deems necessary or desirable to show that he
is entitled to roll over such distribution to another qualified
retirement plan.  An Employee shall make a Rollover Contribution to
the Plan by delivering, or causing to be delivered, to the Trustee
the cash that constitutes the Rollover Contribution amount within
60 days of receipt of the distribution from the plan or from the
conduit IRA in the manner prescribed by the Administrator.  If the
Employee does not already have an investment election on file with
the Administrator, the Employee shall also deliver to the
Administrator his election as to the investment of his
contributions in accordance with Article X.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>5.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Vesting of
Rollover Contributions</FONT></H2>

A Participant's vested interest in his Rollover Contributions
Sub-Account shall be at all times 100 percent.

<BR><BR><BR>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ARTICLE VI</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>EMPLOYER
CONTRIBUTIONS</FONT></H1>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>6.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Definitions</FONT></H2>

For purposes of this Article, the following terms have the
following meanings:

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)
The &#147;matching contribution&#148; means any Employer Contribution made to
the Plan in accordance with the provisions of Section 6.5. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)
The &#147;profit-sharing contribution&#148; means any Employer Contribution made
to the Plan in accordance with the provisions of Section 6.3. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>6.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Contribution Period</FONT></H2>

The Contribution Period for Employer Contributions under the Plan
shall be each Plan Year.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>6.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Profit-Sharing
Contributions</FONT></H2>

Each Employer may, in its discretion, make a profit-sharing
contribution to the Plan for the Contribution Period in an amount
determined by the Sponsor.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>6.4 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Allocation
of Profit-Sharing Contributions</FONT></H2>

Any profit-sharing contribution made by an Employer for the
Contribution Period shall be allocated among its Employees during
the Contribution Period who are eligible to participate in the
allocation of profit-sharing contributions for the Contribution
Period, as determined under Section 6.9.  The allocable share of
each such Employee shall be an amount equal to a percentage of his
"base Compensation" from the Employer for the Contribution Period
plus a separate percentage of his Compensation from the Employer
for the Contribution Period that exceeds his "base Compensation",
which percentage shall not exceed the percentage specified with
respect to his "base Compensation" by more than the lesser of (i)
the percentage specified with respect to his "base Compensation" or
(ii) the greater of 5.7 percent or the rate of tax applicable at
the beginning of the Plan Year to the Employer under Section
3111(a) of the Code that is attributable to old-age insurance under
the OASDI provisions.  The percentage of "base Compensation" and
the percentage of Compensation in excess of "base Compensation"
shall be determined for each Plan Year in such manner as shall
maximize the percentage of Compensation in excess of "base
Compensation", subject to the foregoing limitations.  For purposes
of this Section, "base Compensation" means Compensation up to the
taxable wage base under Section 230 of the Social Security Act in
effect at the beginning of the Plan Year.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>6.5&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Matching
Contributions</FONT></H2>

Each Employer may make a matching contribution to the Plan for each
Contribution Period in an amount equal to the percentage,
determined by the Sponsor, in its discretion, for the Contribution
Period, of the aggregate Tax-Deferred Contributions for the
Contribution Period made on behalf of its Employees during the
Contribution Period who are eligible to participate in the
allocation of matching contributions for the Contribution Period as
determined under Section 6.9.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>6.6 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Allocation
of Matching Contributions</FONT></H2>

Any matching contribution made by an Employer for the Contribution
Period shall be allocated among its Employees during the
Contribution Period who are eligible to participate in the
allocation of matching contributions for the Contribution Period,
as determined under Section 6.9.  The allocable share of each such
Employee shall be an amount equal to the percentage determined by
the Employer Sponsor as provided in Section 6.5 of the Tax-Deferred
Contributions made on his behalf for the Contribution Period.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
6.7   &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;       Verification of Amount of Employer Contributions by the
             Sponsor</FONT></H2>

The Sponsor shall verify the amount of Employer Contributions to be
made by each Employer in accordance with the provisions of the
Plan.  Notwithstanding any other provision of the Plan to the
contrary, the Sponsor shall determine the portion of the Employer
Contribution to be made by each Employer with respect to an
Employee who transfers from employment with one Employer as an
Employee to employment with another Employer as an Employee.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>6.8&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Payment of Employer
Contributions</FONT></H2>

Employer Contributions made for a Contribution Period shall be paid
in cash to the Trustee within the period of time required under the
Code in order for the contribution to be deductible by the Employer
in determining its Federal income taxes for the Plan Year.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>6.9&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Eligibility to Participate in Allocation</FONT></H2>

Each Employee shall be eligible to participate in the allocation of
Employer Contributions in accordance with Sections 6.4 and 6.6
beginning on the date he becomes, or again becomes, an Eligible
Employee in accordance with the provisions of Article III.
Notwithstanding the foregoing, no person shall be eligible to
participate in the allocation of matching contributions for a
Contribution Period unless he is employed by an Employer or a
Related Company on the last day of the Contribution Period;
provided, however, that if the Plan would not otherwise meet the
minimum coverage requirements of Section 410(b) of the Code in any
Plan Year, the group of Employees eligible to participate in the
allocation of matching contributions shall be expanded to include
the minimum number of Employees who are not employed by an Employer
or a Related Company on the last day of the Contribution Period
that is necessary to meet the minimum coverage requirements.  The
Employees who become eligible to participate under the provisions
of the immediately preceding clause shall be those Employees who
have completed the greatest number of Hours of Service during the
Plan Year.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>6.10 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Vesting
of Employer Contributions</FONT></H2>

A Participant's vested interest in his Employer Contributions
Sub-Account shall be at all times 100 percent.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>6.11&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Election
of Former Vesting Schedule</FONT></H2>

If the Sponsor adopts an amendment to the Plan that directly or
indirectly affects the computation of a Participant's vested
interest in his Employer Contributions Sub-Account, any Participant
with three or more years of Vesting Service shall have a right to
have his vested interest in his Employer Contributions Sub-Account
continue to be determined under the vesting provisions in effect
prior to the amendment rather than under the new vesting
provisions, unless the vested interest of the Participant in his
Employer Contributions Sub-Account under the Plan as amended is not
at any time less than such vested interest determined without
regard to the amendment.  A Participant shall exercise his right
under this Section by giving written notice of his exercise thereof
to the Administrator within 60 days after the latest of (i) the
date he receives notice of the amendment from the Administrator,
(ii) the effective date of the amendment, or (iii) the date the
amendment is adopted.  Notwithstanding the foregoing, a
Participant's vested interest in his Employer Contributions
Sub-Account on the effective date of such an amendment shall not be
less than his vested interest in his Employer Contributions
Sub-Account immediately prior to the effective date of the
amendment.

<BR><BR><BR>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ARTICLE VII</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>LIMITATIONS ON
CONTRIBUTIONS</FONT></H1>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>7.1 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Definitions</FONT></H2>

For purposes of this Article, the following terms have the
following meanings:<BR><BR>

<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=4%>(a)</TD>
<TD WIDTH=96%>
The &#147;actual deferral percentage&#148; with respect to an Eligible Employee
for a particular Plan Year means the ratio of the Tax-Deferred Contributions
made on his behalf for the Plan Year to his test compensation for the Plan Year;
provided, however, that contributions made on a Participant&#146;s behalf for a
Plan Year shall be included in determining his actual deferral percentage for
such Plan Year only if the contributions are made to the Plan prior to the end
of the 12-month period immediately following the Plan Year to which the
contributions relate. The determination and treatment of the actual deferral
percentage amounts for any Participant shall satisfy such other requirements as
may be prescribed by the Secretary of the Treasury. <BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=4%>(b)</TD>
<TD WIDTH=96%>

The &#147;aggregate limit&#148; means the sum of (i) 125 percent of the greater
of the average contribution percentage for eligible participants other than
Highly Compensated Employees or the average actual deferral percentage for
Eligible Employees other than Highly Compensated Employees and (ii) the lesser
of 200 percent or two plus the lesser of such average contribution percentage or
average actual deferral percentage, or, if it would result in a larger aggregate
limit, the sum of (iii) 125 percent of the lesser of the average contribution
percentage for eligible participants other than Highly Compensated Employees or
the average actual deferral percentage for Eligible Employees other than Highly
Compensated Employees and (iv) the lesser of 200 percent or two plus the greater
of such average contribution percentage or average actual deferral percentage. <BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=4%>(c)</TD>
<TD WIDTH=96%>

The &#147;annual addition&#148; with respect to a Participant for a limitation
year means the sum of the Tax-Deferred Contributions and Employer Contributions
allocated to his Separate Account for the limitation year (including any excess
contributions that are distributed pursuant to this Article), the employer
contributions, employee contributions, and forfeitures allocated to his accounts
for the limitation year under any other qualified defined contribution plan
(whether or not terminated) maintained by an Employer or a Related Company
concurrently with the Plan, and amounts described in Sections 415(l)(2) and
419A(d)(2)
             of the Code allocated to his account for the limitation
             year.
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=4%>(d)</TD>
<TD WIDTH=96%>


The &#147;Code Section 402(g) limit&#148; means the dollar limit imposed by
Section 402(g)(1) of the Code or established by the Secretary of the Treasury
pursuant to Section 402(g)(5) of the Code in effect on January 1 of the calendar
year in which an Eligible Employee&#146;s taxable year begins. <BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=4%>(e)</TD>
<TD WIDTH=96%>

The &#147;contribution percentage&#148; with respect to an eligible participant
for a particular Plan Year means the ratio of the matching contributions made to
the Plan on his behalf for the Plan Year to his test compensation for such Plan
Year, except that, to the extent permitted by regulations issued under Section
401(m) of the Code, the Sponsor may elect to take into account in computing the
numerator of each eligible participant&#146;s contribution percentage the
Tax-Deferred Contributions made to the Plan on his behalf for the Plan Year;
provided, however, that any Tax-Deferred Contributions that were taken into
account in computing the numerator of an eligible participant&#146;s actual
deferral percentage may not be taken into account in computing the numerator of
his contribution percentage; and provided, further, that contributions made by
or on a Participant&#146;s behalf for a Plan Year shall be included in
determining his contribution percentage for such Plan Year only if the
contributions are made to the Plan prior to the end of the 12-month period
immediately following the Plan Year to which the contributions relate. The
determination and treatment of the contribution percentage amounts for any
Participant shall satisfy such other requirements as may be prescribed by the
Secretary of the Treasury. <BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=4%>(f)</TD>
<TD WIDTH=96%>

An &#147;elective contribution&#148; means any employer contribution made to a
plan maintained by an Employer or any Related Company on behalf of a Participant
in lieu of cash compensation pursuant to his written election to defer under any
qualified CODA as defined in Section 401(k) of the Code, any simplified employee
pension cash or deferred arrangement as described in Section 402(h)(1)(B) of the
Code, any eligible deferred compensation plan under Section 457 of the Code, or
any plan as described in Section 501(c)(18) of the Code, and any contribution
made on behalf of the Participant by an Employer or a Related Company for the
purchase of an annuity contract under Section 403(b) of the Code pursuant to a
salary reduction agreement. <BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=4%>(g)</TD>
<TD WIDTH=96%>

An &#147;eligible participant&#148; means any Employee who is eligible or to
have Tax-Deferred Contributions made on his behalf (if Tax-Deferred
Contributions are taken into account in computing contribution percentages) or
to participate in the allocation of matching contributions.<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=4%>(h)</TD>
<TD WIDTH=96%>

A &#147;family member&#148; of an Employee means the Employee&#146;s spouse, his
lineal ascendants, his lineal descendants, and the spouses of such lineal
ascendants and descendants.<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=4%>(i)</TD>
<TD WIDTH=96%>
         A "limitation year" means the Plan Year.<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=4%>(j)</TD>
<TD WIDTH=96%>

A &#147;matching contribution&#148; means any employer contribution allocated to
an Eligible Employee&#146;s account under the Plan or any other plan of an
Employer or a Related Company solely on account of elective contributions made
on his behalf or employee contributions made by him. <BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=4%>(k)</TD>
<TD WIDTH=96%>

The &#147;test compensation&#148; of an Eligible Employee for a Plan Year means
compensation as defined in Section 414(s) of the Code and regulations issued
thereunder, limited, however, to (1) $200,000 for Plan Years beginning prior to
January 1, 1994, or (2) $150,000 for Plan Years beginning on or after January 1,
1994 (subject to adjustment annually as provided in Section 401(a)(17)(B) and
Section 415(d) of the Code; provided, however, that the dollar increase in
effect on January 1 of any calendar year, if any, is effective for Plan Years
beginning in such calendar year). If the test compensation of a Participant is
determined over a period of time that contains fewer than 12 calendar months,
then the annual compensation limitation described above shall be adjusted with
respect to that Participant by multiplying the annual compensation limitation in
effect for the Plan Year by a fraction the numerator of which is the number of
full months in the period and the denominator of which is 12; provided, however,
that no proration is required for a Participant who is covered under the Plan
for less than one full Plan Year if the formula for allocations is based on
Compensation for a period of at least 12 months. In determining the test
compensation, for purposes of applying the annual compensation limitation
described above, of a Participant who is a five-percent owner or among the ten
Highly Compensated Employees receiving the greatest test compensation for the
limitation year, the test compensation of the Participant&#146;s spouse and of
his lineal descendants who have not attained age 19 as of the close of the
limitation year shall be included as test compensation of the Participant for
the limitation year. If as a result of applying the family aggregation rule
described in the preceding sentence the annual compensation limitation would be
exceeded, the limitation shall be prorated among the affected family members in
proportion to each member&#146;s test compensation as determined prior to
application of the family aggregation rules. <BR>
</TD>
</TR>
</TABLE>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
7.2  &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;        Code Section 402(g) Limit</FONT></H2>

In no event shall the amount of the Tax-Deferred Contributions made
on behalf of an Eligible Employee for his taxable year, when
aggregated with any elective contributions made on behalf of the
Eligible Employee under any other plan of an Employer or a Related
Company for his taxable year, exceed the Code Section 402(g) limit.
In the event that the Administrator determines that the reduction
percentage elected by an Eligible Employee will result in his
exceeding the Code Section 402(g) limit, the Administrator may
adjust the reduction authorization of such Eligible Employee by
reducing the percentage of his Tax-Deferred Contributions to such
smaller percentage that will result in the Code Section 402(g)
limit not being exceeded.  If the Administrator determines that the
Tax-Deferred Contributions made on behalf of an Eligible Employee
would exceed the Code Section 402(g) limit for his taxable year,
the Tax-Deferred Contributions for such Participant shall be
automatically suspended for the remainder, if any, of such taxable
year.<BR><BR>

If an Employer notifies the Administrator that the Code Section
402(g) limit has nevertheless been exceeded by an Eligible Employee
for his taxable year, the Tax-Deferred Contributions that, when
aggregated with elective contributions made on behalf of the
Eligible Employee under any other plan of an Employer or a Related
Company, would exceed the Code Section 402(g) limit, plus any
income and minus any losses attributable thereto, shall be
distributed to the Eligible Employee no later than the April 15
immediately following such taxable year.  Any Tax-Deferred
Contributions that are distributed to an Eligible Employee in
accordance with this Section shall not be taken into account in
                                   ---
computing the Eligible Employee's actual deferral percentage for
the Plan Year in which the Tax-Deferred Contributions were made,
unless the Eligible Employee is a Highly Compensated Employee.  If
an amount of Tax-Deferred Contributions is distributed to a
Participant in accordance with this Section, matching contributions
that are attributable solely to the distributed Tax-Deferred
Contributions, plus any income and minus any losses attributable
thereto, shall be forfeited by the Participant.  Any such forfeited
amounts shall be applied against the Employer Contribution
obligations for the Plan Year of the Employer for which the
Participant last performed services as an Employee.
Notwithstanding the foregoing, however, should the amount of all
such forfeitures for any Plan Year with respect to any Employer
exceed the amount of such Employer's Employer Contribution
obligation for the Plan Year, the excess amount of such forfeitures
shall be held unallocated in a suspense account established with
respect to the Employer and shall for all Plan purposes be applied
against the Employer's Employer Contribution obligations for the
following Plan Year.


<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>

7.3   &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;       Limitation on Tax-Deferred Contributions of Highly
             Compensated Employees</FONT></H2>

Notwithstanding any other provision of the Plan to the contrary,
the Tax-Deferred Contributions made with respect to a Plan Year on
behalf of Eligible Employees who are Highly Compensated Employees
may not result in an average actual deferral percentage for such
Eligible Employees that exceeds the greater of:
<BR><BR>
<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=4%>(a)</TD>
<TD WIDTH=96%>

         a percentage that is equal to 125 percent of the average
             actual deferral percentage for all other Eligible Employees;
             or
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=4%>(b)</TD>
<TD WIDTH=96%>
a percentage that is not more than 200 percent of the average actual deferral
percentage for all other Eligible Employees and that is not more than two
percentage points higher than the average actual deferral percentage for all
other Eligible Employees. <BR><BR>
</TD>
</TR>
</TABLE>

In order to assure that the limitation contained herein is not
exceeded with respect to a Plan Year, the Administrator is
authorized to suspend completely further Tax-Deferred Contributions
on behalf of Highly Compensated Employees for any remaining portion
of a Plan Year or to adjust the projected actual deferral
percentages of Highly Compensated Employees by reducing their
percentage elections with respect to Tax-Deferred Contributions for
any remaining portion of a Plan Year to such smaller percentages
that will result in the limitation set forth above not being
exceeded.  In the event of any such suspension or reduction, Highly
Compensated Employees affected thereby shall be notified of the
reduction or suspension as soon as possible and shall be given an
opportunity to make a new Tax-Deferred Contribution election to be
effective the first day of the next following Plan Year.  In the
absence of such an election, the election in effect immediately
prior to the suspension or adjustment described above shall be
reinstated as of the first day of the next following Plan Year.
<BR><BR>
For purposes of applying the limitation contained in this Section,
the Tax-Deferred Contributions and test compensation of any
Eligible Employee who is a family member of another Eligible
Employee who is a five percent owner or among the ten Highly
Compensated Employees receiving the greatest test compensation for
the Plan Year shall be aggregated with the Tax-Deferred
Contributions and test compensation of such other Eligible
Employee, and such family member shall not be considered an
Eligible Employee for purposes of determining the average actual
deferral percentage for all other Eligible Employees.
<BR><BR>
In determining the actual deferral percentage for any Eligible
Employee who is a Highly Compensated Employee for the Plan Year,
elective contributions made to his accounts under any other plan of
an Employer or a Related Company shall be treated as if all such
contributions were made to the Plan; provided, however, that if
such a plan has a plan year different from the Plan Year, any such
contributions made to the Highly Compensated Employee's accounts
under the plan for the plan year ending with or within the same
calendar year as the Plan Year shall be treated as if such
contributions were made to the Plan.  Notwithstanding the
foregoing, such contributions shall not be treated as if they were
made to the Plan if regulations issued under Section 401(k) of the
Code do not permit such plan to be aggregated with the Plan.
<BR><BR>
If one or more plans of an Employer or Related Company are
aggregated with the Plan for purposes of satisfying the
requirements of Section 401(a)(4) or 410(b) of the Code, then
actual deferral percentages under the Plan shall be calculated as
if the Plan and such one or more other plans were a single plan.
For Plan Years beginning after December 31, 1991, plans may be
aggregated to satisfy Section 401(k) of the Code only if they have
the same plan year.
<BR><BR>
The Administrator shall maintain records sufficient to show that
the limitation contained in this Section was not exceeded with
respect to any Plan Year.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>7.4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Distribution of Excess Tax-Deferred Contributions</FONT></H2>

Notwithstanding any other provision of the Plan to the contrary, in
the event that the limitation contained in Section 7.3 is exceeded
in any Plan Year, the Tax-Deferred Contributions made with respect
to a Highly Compensated Employee that exceed the maximum amount
permitted to be contributed to the Plan on his behalf under Section
7.3, plus any income and minus any losses attributable thereto,
shall be distributed to the Highly Compensated Employee prior to
the end of the next succeeding Plan Year.  If excess amounts are
attributable to Participants aggregated under the family
aggregation rules described in Section 7.3, the excess shall be
allocated among family members in proportion to the Tax-Deferred
Contributions made with respect to each family member.  If such
excess amounts are distributed more than 2 1/2 months after the
last day of the Plan Year for which the excess occurred, an excise
tax may be imposed under Section 4979 of the Code on the Employer
maintaining the Plan with respect to such amounts.
<BR><BR>
The maximum amount permitted to be contributed to the Plan on a
Highly Compensated Employee's behalf under Section 7.3 shall be
determined by reducing Tax-Deferred Contributions made on behalf of
Highly Compensated Employees in order of their actual deferral
percentages beginning with the highest of such percentages.
<BR><BR>
If an amount of Tax-Deferred Contributions is distributed to a
Participant in accordance with this Section, matching contributions
that are attributable solely to the distributed Tax-Deferred
Contributions, plus any income and minus any losses attributable
thereto, shall be forfeited by the Participant.  Any such forfeited
amounts shall be applied against the Employer Contribution
obligations for the Plan Year of the Employer for which the
Participant last performed services as an Employee.
Notwithstanding the foregoing, however, should the amount of all
such forfeitures for any Plan Year with respect to any Employer
exceed the amount of such Employer's Employer Contribution
obligation for the Plan Year, the excess amount of such forfeitures
shall be held unallocated in a suspense account established with
respect to the Employer and shall for all Plan purposes be applied
against the Employer's Employer Contribution obligations for the
following Plan Year.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
7.5  &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;        Limitation on Matching Contributions of Highly Compensated
             Employees</FONT></H2>

Notwithstanding any other provision of the Plan to the contrary,
the matching contributions made with respect to a Plan Year on
behalf of eligible participants who are Highly Compensated
Employees may not result in an average contribution percentage for
such eligible participants that exceeds the greater of:<BR><BR>
<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=4%>(a)</TD>
<TD WIDTH=96%>
         a percentage that is equal to 125 percent of the average
             contribution percentage for all other eligible participants;
             or<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=4%>(b)</TD>
<TD WIDTH=96%>

a percentage that is not more than 200 percent of the average contribution
percentage for all other eligible participants and that is not more than two
percentage points higher than the average contribution percentage for all other
eligible participants.<BR><BR>
</TD>
</TR>
</TABLE>

For purposes of applying the limitation contained in this Section,
the matching contributions, Tax-Deferred Contributions (to the
extent that such Tax-Deferred Contributions are taken into account
in computing contribution percentages), and test compensation of
any eligible participant who is a family member of another eligible
participant who is a five percent owner or among the ten Highly
Compensated Employees receiving the greatest test compensation for
the Plan Year shall be aggregated with the matching contributions,
Tax-Deferred Contributions, and test compensation of such other
eligible participant, and such family member shall not be
considered an eligible participant for purposes of determining the
average contribution percentage for all other eligible
participants.
<BR><BR>
In determining the contribution percentage for any eligible
participant who is a Highly Compensated Employee for the Plan Year,
matching contributions, employee contributions, and elective
contributions (to the extent that elective contributions are taken
into account in computing contribution percentages) made to his
accounts under any other plan of an Employer or a Related Company
shall be treated as if all such contributions were made to the
Plan; provided, however, that if such a plan has a plan year
different from the Plan Year, any such contributions made to the
Highly Compensated Employee's accounts under the plan for the plan
year ending with or within the same calendar year as the Plan Year
shall be treated as if such contributions were made to the Plan.
Notwithstanding the foregoing, such contributions shall not be
treated as if they were made to the Plan if regulations issued
under Section 401(m) of the Code do not permit such plan to be
aggregated with the Plan.
<BR><BR>
If one or more plans of an Employer or a Related Company are
aggregated with the Plan for purposes of satisfying the
requirements of Section 401(a)(4) or 410(b) of the Code, the
contribution percentages under the Plan shall be calculated as if
the Plan and such one or more other plans were a single plan.  For
Plan Years beginning after December 31, 1989, plans may be
aggregated to satisfy Section 401(m) of the Code only if they have
the same plan year.
<BR><BR>
The Administrator shall maintain records sufficient to show that
the limitation contained in this Section was not exceeded with
respect to any Plan Year and the amount of the elective
contributions taken into account in computing contribution
percentages for any Plan Year.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>7.6&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Distribution of Excess Contributions</FONT></H2>

Notwithstanding any other provision of the Plan to the contrary, in
the event that the limitation contained in Section 7.5 is exceeded
in any Plan Year, the matching contributions made on behalf of a
Highly Compensated Employee that exceed the maximum amount
permitted to be contributed to the Plan on behalf of such Highly
Compensated Employee under Section 7.5, plus any income and minus
any losses attributable thereto, shall be distributed to the
Participant prior to the end of the next succeeding Plan Year.  If
excess amounts are attributable to Participants aggregated under
the family aggregation rules described in Section 7.5, the excess
shall be allocated among family members in proportion to the
matching contributions made with respect to each family member.  If
such excess amounts are distributed more than 2 1/2 months after
the last day of the Plan Year for which the excess occurred, an
excise tax may be imposed under Section 4979 of the Code on the
Employer maintaining the Plan with respect to such amounts.
<BR><BR>
The maximum amount permitted to be contributed to the Plan on
behalf of a Highly Compensated Employee under Section 7.5 shall be
determined by reducing matching contributions made on behalf of
Highly Compensated Employees in order of their contribution
percentages beginning with the highest of such percentages.
The determination of the amount of excess matching contributions
shall be made after application of Section 7.4, if applicable.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>7.7&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Multiple
Use Limitation</FONT></H2>

Notwithstanding any other provision of the Plan to the contrary,
the following multiple use limitation as required under Section
401(m) of the Code shall apply:  the sum of the average actual
deferral percentage for Eligible Employees who are Highly
Compensated Employees and the average contribution percentage for
eligible participants who are Highly Compensated Employees may not
exceed the aggregate limit.  In the event that, after satisfaction
of Section 7.4 and Section 7.6, it is determined that contributions
under the Plan fail to satisfy the multiple use limitation
contained herein, the multiple use limitation shall be satisfied by
further reducing the actual deferral percentages of Eligible
Employees who are Highly Compensated Employees (beginning with the
highest such percentage) to the extent necessary to eliminate the
excess, with such further reductions to be treated as excess Tax-
Deferred Contributions and disposed of as provided in Section 7.4,
or in an alternative manner, consistently applied, that may be
permitted by regulations issued under Section 401(m) of the Code.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>7.8&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Determination of Income or Loss</FONT></H2>

The income or loss attributable to excess contributions that are
distributed pursuant to this Article shall be determined for the
preceding Plan Year under the method otherwise used for allocating
income or loss to Participant's Separate Accounts.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
7.9   &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;       Code Section 415 Limitations on Crediting of Contributions
             and Forfeitures</FONT></H2>

Notwithstanding any other provision of the Plan to the contrary,
the annual addition with respect to a Participant for a limitation
year shall in no event exceed the lesser of (i) the greater of
$30,000 or 25 percent of the defined benefit dollar limitation set
forth in Section 415(b)(1) of the Code in effect for the limitation
year or (ii) 25 percent of the Participant's compensation, as
defined in Section 415(c)(3) of the Code and regulations issued
thereunder, for the limitation year.  If the annual addition to the
Separate Account of a Participant in any limitation year would
otherwise exceed the amount that may be applied for his benefit
under the limitation contained in this Section, the limitation
shall be satisfied by reducing contributions made on behalf of the
Participant to the extent necessary in the following order:<BR><BR>
<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=3% ALIGN=RIGHT><P> </P></TD>
<TD WIDTH=97%><P>

             Tax-Deferred Contributions made on the Participant's behalf
             for the limitation year and the matching contributions
             attributable thereto, if any, shall be reduced pro rata.
             Employer Contributions (other than matching contributions)
             otherwise allocable to the Participant's Separate Account
             for the limitation year shall be reduced.
</P>
</TD>
</TR>
</TABLE><BR>
The amount of any reduction of Tax-Deferred Contributions (plus any
income attributable thereto) shall be returned to the Participant.
The amount of any reduction of Employer Contributions shall be
deemed a forfeiture for the limitation year.  Amounts deemed to be
forfeitures under this Section shall be held unallocated in a
suspense account established for the limitation year and shall be
applied against the Employer's contribution obligation for the next
following limitation year (and succeeding limitation years, as
necessary).  If a suspense account is in existence at any time
during a limitation year, all amounts in the suspense account must
be allocated to Participants' Separate Accounts (subject to the
limitations contained herein) before any further Tax-Deferred
Contributions or Employer Contributions.  No suspense account
established hereunder shall share in any increase or decrease in
the net worth of the Trust.  For purposes of this Article, excesses
shall result only from the allocation of forfeitures, a reasonable
error in estimating a Participant's annual compensation (as defined
in Section 415(c)(3) of the Code and regulations issued
thereunder), a reasonable error in determining the amount of Tax-
Deferred Contributions that may be made with respect to any
Participant under the limits of Section 415 of the Code, or other
limited facts and circumstances that justify the availability of
the provisions set forth above.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>7.10 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Coverage
Under Other Qualified Defined Contribution Plan</FONT></H2>

If a Participant is covered by any other qualified defined
contribution plan (whether or not terminated) maintained by an
Employer or a Related Company concurrently with the Plan, and if
the annual addition for the limitation year would otherwise exceed
the amount that may be applied for the Participant's benefit under
the limitation contained in Section 7.9, such excess shall be
reduced first by returning employee contributions made by the
Participant to such other plans for the limitation year and the
income attributable thereto to the extent necessary on a pro rata
basis among all of such plans.  If the limitation contained in
Section 7.9 still is not satisfied after all such employee
contributions have been returned, the excess shall be reduced by
returning Tax-Deferred Contributions and elective contributions
made on the Participant's behalf to the Plan and such other plans
for the limitation year and the income attributable thereto to the
extent necessary on a pro rata basis among all such plans,
including the Plan. If the limitation contained in Section 7.9
still is not satisfied after all such elective contributions have
been returned, the portion of the employer contributions and of
forfeitures for the limitation year under the Plan and such other
plans that has been allocated to the Participant under such plans
but which exceeds the limitation set forth in Section 7.9, shall be
deemed a forfeiture for the limitation year and shall be disposed
of as provided in such plans; provided, however, that the amount of
the employer contributions and forfeitures that is a deemed
forfeiture under this Section shall be effected on a pro rata basis
among all of such plans, including the Plan, unless the Participant
is covered by a money purchase pension plan, in which event, the
forfeiture shall be effected first under the Plan and any other
defined contribution plan that is not a money purchase pension plan
and, if the limitation is still not satisfied, then under such
money purchase pension plan.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>7.11&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Coverage Under
Qualified Defined Benefit Plan</FONT></H2>

If a Participant in the Plan is also covered by a qualified defined
benefit plan (whether or not terminated) maintained by an Employer
or a Related Company, in no event shall the sum of the defined
benefit plan fraction (as defined in Section 415(e)(2) of the Code)
and the defined contribution plan fraction (as defined in Section
415(e)(3) of the Code) exceed 1.0 in any limitation year.  If,
before October 3, 1973, the Participant was an active participant
in a qualified defined benefit plan maintained by an Employer or a
Related Company and otherwise satisfies the requirements of Section
2004(d)(2) of ERISA, then for purposes of applying this Section,
the defined benefit plan fraction shall not exceed 1.0.  In the
event the special limitation contained in this Section is exceeded,
the benefits otherwise payable to the Participant under any such
qualified defined benefit plan shall be reduced to the extent
necessary to meet such limitation.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>7.12&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Scope of
Limitations</FONT></H2>

The limitations contained in Sections 7.9, 7.10, and 7.11 shall be
applicable only with respect to benefits provided pursuant to
defined contribution plans and defined benefit plans described in
Section 415(k) of the Code.
<BR><BR><BR>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ARTICLE VIII</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>TRUST FUNDS AND
SEPARATE ACCOUNTS</FONT></H1>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>8.1 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;General
Fund</FONT></H2>

The Trustee shall establish a General Fund as required to hold and
administer any assets of the Trust that are not allocated among the
Investment Funds as provided in the Plan or the Trust Agreement.
The General Fund shall be held and administered as a separate
common trust fund.  The interest of each Participant or Beneficiary
under the Plan in the General Fund shall be an undivided interest.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>8.2 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Investment
Funds</FONT></H2>

The Sponsor shall determine the number and type of Investment Funds
and select the investments for such Investment Funds.  The Sponsor
shall communicate the same and any changes therein in writing to
the Administrator and the Trustee.  Each Investment Fund shall be
held and administered as a separate common trust fund.  The
interest of each Participant or Beneficiary under the Plan in any
Investment Fund shall be an undivided interest.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>8.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Loan
Investment Fund</FONT></H2>

If a loan from the Plan to a Participant is approved in accordance
with the provisions of Article XII, the Sponsor shall direct the
establishment and maintenance of a loan Investment Fund in the
Participant's name.  The assets of the loan Investment Fund shall
be held as a separate trust fund.  A Participant's loan Investment
Fund shall be invested in the note reflecting the loan that is
executed by the Participant in accordance with the provisions of
Article XII.  Notwithstanding any other provision of the Plan to
the contrary, income received with respect to a Participant's loan
Investment Fund shall be allocated and the loan Investment Fund
shall be administered as provided in Article XII.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>8.4 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Income on
Trust</FONT></H2>

Any dividends, interest, distributions, or other income received by
the Trustee with respect to any Trust Fund established hereunder
shall be allocated by the Trustee to the Trust Fund for which the
income was received.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>8.5&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Separate
Accounts</FONT></H2>

As of the first date a contribution is made by or on behalf of an
Employee, there shall be established a Separate Account in his name
reflecting his interest in the Trust.  Each Separate Account shall
be maintained and administered for each Participant and Beneficiary
in accordance with the provisions of the Plan.  The balance of each
Separate Account shall be the balance of the account after all
credits and charges thereto, for and as of such date, have been
made as provided herein.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>8.6&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Sub-Accounts</FONT></H2>

A Participant's Separate Account shall be divided into individual
Sub-Accounts reflecting the portion of the Participant's Separate
Account that is derived from Tax-Deferred Contributions, Rollover
Contributions, or Employer Contributions.  Each Sub-Account shall
reflect separately contributions allocated to each Trust Fund
established hereunder and the earnings and losses attributable
thereto.  Such other Sub-Accounts may be established as are
necessary or appropriate to reflect a Participant's interest in the
Trust.

<BR><BR><BR>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ARTICLE IX</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>LIFE
INSURANCE CONTRACTS</FONT></H1>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>9.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; No Life
Insurance Contracts</FONT></H2>

There shall be no life insurance contracts purchased under the
Plan.

<BR><BR><BR>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ARTICLE X</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>DEPOSIT AND
INVESTMENT OF CONTRIBUTIONS</FONT></H1>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>10.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Future
Contribution Investment Elections</FONT></H2>

Each Eligible Employee shall make an investment election in the
manner and form prescribed by the Administrator directing the
manner in which his Rollover Contributions, Tax-Deferred
Contributions, and Employer Contributions shall be invested.  An
Eligible Employee's investment election shall specify the
percentage, in the percentage increments prescribed by the
Administrator, of such contributions that shall be allocated to one
or more of the Investment Funds with the sum of such percentages
equaling 100 percent.  The investment election by a Participant
shall remain in effect until his entire interest under the Plan is
distributed or forfeited in accordance with the provisions of the
Plan or until he files a change of investment election with the
Administrator, in such form as the Administrator shall prescribe.
A Participant's change of investment election may be made effective
as of the date or dates prescribed by the Administrator.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>10.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Deposit
of Contributions</FONT></H2>

All Rollover Contributions, Tax-Deferred Contributions, and
matching contributions shall be deposited in the Trust and
allocated among the Investment Funds in accordance with the
Participant's currently effective investment election.  All profit
sharing contributions shall be deposited in the Trust and allocated
among the Investment Funds in accordance with the Sponsor's
direction.  If no investment election is on file with the
Administrator at the time contributions are to be deposited to a
Participant's Separate Account, the Participant shall be notified
and an investment election form shall be provided to him.  Until
such Participant shall make an effective election under this
Section, his contributions shall be allocated among the Investment
Funds as directed by the Administrator.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>10.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Election
to Transfer Between Funds</FONT></H2>

The Sponsor may elect to transfer investments of profit sharing
contributions from any Investment Fund to any other Investment Fund
as provided in the Trust Agreement.  A Participant may elect to
transfer investments of Rollover Contributions, Tax-Deferred
Contributions, and matching contributions from any Investment Fund
to any other Investment Fund.  The Participant's transfer election
shall specify either (i) a percentage, in the percentage increments
prescribed by the Administrator, of the amount eligible for
transfer, which percentage may not exceed 100 percent, or (ii) a
dollar amount that is to be transferred.  Subject to any
restrictions pertaining to a particular Investment Fund, a
Participant's transfer election may be made effective as of the
date or dates prescribed by the Administrator.

<BR><BR><BR>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ARTICLE XI</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>CREDITING
AND VALUING SEPARATE ACCOUNTS</FONT></H1>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>11.1 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Crediting
Separate Accounts</FONT></H2>

All contributions made under the provisions of the Plan shall be
credited to Separate Accounts in the Trust Funds by the Trustee, in
accordance with procedures established in writing by the
Administrator, either when received or on the succeeding Valuation
Date after valuation of the Trust Fund has been completed for such
Valuation Date as provided in Section 11.2, as shall be determined
by the Administrator.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>11.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Valuing
Separate Accounts</FONT></H2>

Separate Accounts in the Trust Funds shall be valued by the Trustee
on the Valuation Date, in accordance with procedures established in
writing by the Administrator, either in the manner adopted by the
Trustee and approved by the Administrator or in the manner set
forth in Section 11.3 as Plan valuation procedures, as determined
by the Administrator.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>11.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Plan
Valuation Procedures</FONT></H2>

With respect to the Trust Funds, the Administrator may determine
that the following valuation procedures shall be applied.  As of
each Valuation Date hereunder, the portion of any Separate Accounts
in a Trust Fund shall be adjusted to reflect any increase or
decrease in the value of the Trust Fund for the period of time
occurring since the immediately preceding Valuation Date for the
Trust Fund (the "valuation period") in the following manner:
<BR><BR>
<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=4%>(a)</TD>
<TD WIDTH=96%>

First, the value of the Trust Fund shall be determined by valuing all of the
assets of the Trust Fund at fair market value. <BR><BR>

</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=4%>(b)</TD>
<TD WIDTH=96%>

Next, the net increase or decrease in the value of the Trust Fund attributable
to net income and all profits and losses, realized and unrealized, during the
valuation period shall be determined on the basis of the valuation under
paragraph (a) taking into account appropriate adjustments for contributions,
loan payments, and transfers to and distributions, withdrawals, loans, and
transfers from such Trust Fund during the valuation period. <BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=4%>(c)</TD>
<TD WIDTH=96%>

Finally, the net increase or decrease in the value of the Trust Fund shall be
allocated among Separate Accounts in the Trust Fund in the ratio of the balance
of the portion of such Separate Account in the Trust Fund as of the preceding
Valuation Date less any distributions, withdrawals, loans, and transfers from
such Separate Account balance in the
             Trust Fund since the Valuation Date to the aggregate
             balances of the portions of all Separate Accounts in the
             Trust Fund similarly adjusted, and each Separate Account in
             the Trust Fund shall be credited or charged with the amount
             of its allocated share.  Notwithstanding the foregoing, the
             Administrator may adopt such accounting procedures as it
             considers appropriate and equitable to establish a
             proportionate crediting of net increase or decrease in the
             value of the Trust Fund for contributions, loan payments,
             and transfers to and distributions, withdrawals, loans, and
             transfers from such Trust Fund made by or on behalf of a
             Participant during the valuation period.
<BR><BR>
</TD>
</TR>
</TABLE>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>11.4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Finality
of Determinations</FONT></H2>

The Trustee shall have exclusive responsibility for determining the
balance of each Separate Account maintained hereunder.  The
Trustee's determinations thereof shall be conclusive upon all
interested parties.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>11.5&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Notification</FONT></H2>

Within a reasonable period of time after the end of each Plan Year,
the Administrator shall notify each Participant and Beneficiary of
the balances of his Separate Account and Sub-Accounts as of the
last day of such Plan Year.


<BR><BR><BR>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ARTICLE XII</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>LOANS</FONT></H1>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>12.1 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Application
for Loan</FONT></H2>

A Participant who is a party in interest may make written
application to the Administrator for a loan from his Separate
Account.  Loans shall be made to Participants in accordance with
written rules prescribed by the Administrator which are set forth
in an Addendum to the Plan.
<BR><BR>
As collateral for any loan granted hereunder, the Participant shall
grant to the Plan a security interest in his vested interest under
the Plan equal to the amount of the loans; provided, however, that
in no event may the security interest exceed 50 percent of the
Participant's vested interest under the Plan determined as of the
date as of which the loan is originated in accordance with Plan
provisions.  In the case of a Participant who is an active
employee, the Participant also shall enter into an agreement to
repay the loan by payroll withholding.  No loan in excess of 50
percent of the Participant's vested interest under the Plan shall
be made from the Plan.  Loans shall not be made available to Highly
Compensated Employees in an amount greater than the amount made
available to other employees.
<BR><BR>
A loan shall not be granted unless the Participant consents in
writing to the charging of his Separate Account in accordance with
the provisions of Section 12.4 for unpaid principal and interest
amounts in the event the loan is declared to be in default.  A
Participant's spouse must consent in writing to any loan hereunder.
Any spousal consent given pursuant to this Section must acknowledge
the effect of the loan and must be witnessed by a Plan
representative or a notary public.  Such spousal consent shall be
binding with respect to the consenting spouse and any subsequent
spouse with respect to the loan.  A new spousal consent shall be
required if the Participant's Separate Account is used for security
in any renegotiation, extension, renewal, or other revision of the
loan.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>12.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Reduction
of Account Upon Distribution</FONT></H2>

Notwithstanding any other provision of the Plan, the amount of a
Participant's Separate Account that is distributable to the
Participant or his Beneficiary under Article XIII or XV shall be
reduced by the portion of his vested interest that is held by the
Plan as security for any loan outstanding to the Participant,
provided that the reduction is used to repay the loan.  If
distribution is made because of the Participant's death prior to
the commencement of distribution of his Separate Account and less
than 100 percent of the Participant's vested interest in his
Separate Account (determined without regard to the preceding
sentence) is payable to his surviving spouse, then the balance of
the Participant's vested interest in his Separate Account shall be
adjusted by reducing the vested account balance by the amount of
the security used to repay the loan, as provided in the preceding
sentence, prior to determining the amount of the benefit payable to
the surviving spouse.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>12.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Requirements to Prevent a Taxable Distribution</FONT></H2>

Notwithstanding any other provision of the Plan to the contrary,
the following terms and conditions shall apply to any loan made to
a Participant under this Article:

<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=4%>(a)</TD>
<TD WIDTH=96%>

The interest rate on any loan to a Participant shall be a reasonable interest
rate commensurate with current interest rates charged for loans made under
similar circumstances by persons in the business of lending money. <BR><BR>

</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=4%>(b)</TD>
<TD WIDTH=96%>

The amount of any loan to a Participant (when added to the outstanding balance
of all other loans to the Participant from the Plan or any other plan maintained
by an Employer or a Related Company) shall not exceed the lesser of:
</TD>
</TR>
</TABLE>
<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=4%>&nbsp;</TD>
<TD WIDTH=4%>(i)</TD>
<TD WIDTH=92%>
                     $50,000, reduced by the excess, if any, of the
                         highest outstanding balance of any other loan to the
                         Participant from the Plan or any other plan
                         maintained by an Employer or a Related Company
                         during the preceding 12-month period over the
                         outstanding balance of such loans on the date a loan
                         is made hereunder; or<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=4%>&nbsp;</TD>
<TD WIDTH=4%>(ii)</TD>
<TD WIDTH=92%>

                    50 percent of the vested portions of the
                         Participant's Separate Account and his vested
                         interest under all other plans maintained by an
                         Employer or a Related Company.<BR><BR>
</TD>
</TR>
</TABLE>
<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=4%>(c)</TD>
<TD WIDTH=96%>

The term of any loan to a Participant shall be no greater than five years,
except in the case of a loan used to acquire any dwelling unit which within a
reasonable period of time is to be used (determined at the time the loan is
made) as a principal residence of the Participant. <BR><BR>

</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=4%>(d)</TD>
<TD WIDTH=96%>


Except as otherwise permitted under Treasury regulations, substantially level
amortization shall be required over the term of the loan with payments made not
less frequently than quarterly.
</TD>
</TR>
</TABLE>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>12.4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Administration of Loan Investment Fund</FONT></H2>

Upon approval of a loan to a Participant, the Administrator shall
direct the Trustee to transfer an amount equal to the loan amount
from the Investment Funds in which it is invested, as directed by
the Administrator, to the loan Investment Fund established by the
Trustee in the Participant's name.  Any loan approved by the
Administrator shall be made to the Participant out of the
Participant's loan Investment Fund.  All principal and interest
paid by the Participant on a loan made under this Article shall be
deposited to his Separate Account and shall be allocated upon
receipt among the Investment Funds in accordance with the
Participant's currently effective investment election.  The balance
of the Participant's loan Investment Fund shall be decreased by the
amount of principal payments and the loan Investment Fund shall be
terminated when the loan has been repaid in full.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>12.5&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Default</FONT></H2>

If a Participant fails to make or cause to be made, any payment
required under the terms of the loan within 90 days following the
date on which such payment shall become due or there is an
outstanding principal balance existing on a loan after the last
scheduled repayment date, the Administrator may direct the Trustee
to declare the loan to be in default, and the entire unpaid balance
of such loan, together with accrued interest, shall be immediately
due and payable.  In any such event, if such balance and interest
thereon is not then paid, the Trustee shall charge the Separate
Account of the borrower with the amount of such balance and
interest as of the earliest date a distribution may be made from
the Plan to the borrower without adversely affecting the tax
qualification of the Plan or of the cash or deferred arrangement.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
12.6   &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;      Loans Granted Prior to October 19, 1989</FONT></H2>

Notwithstanding any other provision of this Article to the
contrary, any loan made under the provisions of the Plan as in
effect prior to October 19, 1989 shall remain outstanding until
repaid in accordance with its terms or the otherwise applicable
Plan provisions.

<BR><BR><BR>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ARTICLE XIII</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>WITHDRAWALS
WHILE EMPLOYED</FONT></H1>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>13.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Withdrawals of Rollover Contributions</FONT></H2>

A Participant who is employed by an Employer or a Related Company
and has attained age 59 1/2 or is determined by the Administrator
to have incurred a hardship as defined in Section 13.6 may elect in
writing, subject to the limitations and conditions prescribed in
Section 13.4 or 13.6, as appropriate, to make a cash withdrawal or
a withdrawal in the form of a qualified joint and survivor annuity
as provided in Article XVI from his Rollover Contributions Sub-
Account.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>13.2 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Withdrawals
of Employer Contributions</FONT></H2>

A Participant who is employed by an Employer or a Related Company
and has attained age 59 1/2 or is determined by the Administrator
to have incurred a hardship as defined in Section 13.6 may elect in
writing, subject to the limitations and conditions prescribed in
Section 13.4 or 13.6, as appropriate, to make a cash withdrawal or
a withdrawal in the form of a qualified joint and survivor annuity
as provided in Article XVI from his vested interest in his Employer
Contributions Sub-Account; provided, however, that a Participant
may not withdraw amounts attributable to profit-sharing
contributions prior to age 59 1/2.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>13.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Withdrawals of Tax-Deferred Contributions</FONT></H2>

A Participant who is employed by an Employer or a Related Company
and who has attained age 59 1/2 or is determined by the
Administrator to have incurred a hardship as defined in Section
13.6 may elect in writing, subject to the limitations and
conditions prescribed in Section 13.4 or 13.6, as appropriate, to
make a cash withdrawal or a withdrawal in the form of a qualified
joint and survivor annuity as provided in Article XVI from his
Tax-Deferred Contributions Sub-Account.  The maximum amount that a
Participant may withdraw pursuant to this Section because of a
hardship is the balance of his Tax-Deferred Contributions
Sub-Account, exclusive of any earnings credited to such Sub-Account
as of a date that is after the last day of the last Plan Year
ending before July 1, 1989.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>13.4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Limitations
on Withdrawals Other than Hardship Withdrawals</FONT></H2>

Withdrawals made pursuant to this Article, other than hardship
withdrawals, shall be subject to the following conditions and
limitations:<BR><BR>

<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=4%>&nbsp;</TD>
<TD WIDTH=96%>
             A Participant must file a written withdrawal application
             with the Administrator such number of days prior to the date
             as of which it is to be effective as the Administrator shall
             prescribe.<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=4%>&nbsp;</TD>
<TD WIDTH=96%>
             Withdrawals may be made effective as soon as reasonably
             practicable following the Administrator's receipt of the
             Participant's directions.<BR><BR>
</TD>
</TR>
</TABLE>

A Participant's spouse must consent in writing to any withdrawal
hereunder.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>13.5&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Order of
Withdrawal from a Participant&#146;s Sub-Accounts</FONT></H2>

Distribution of a withdrawal amount shall be made from a
Participant's Sub-Accounts, to the extent necessary, in the
following order:<BR><BR>
<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=4%>&nbsp;</TD>
<TD WIDTH=96%>

             The balance of the Participant's Rollover Contributions
             Sub-Account, if any, shall be distributed.
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=4%>&nbsp;</TD>
<TD WIDTH=96%>
             The balance of the Participant's Employer Contributions
             Sub-Account, exclusive of amounts attributable to Employer
             Contributions credited to such Sub-Account solely on account
             of Tax-Deferred Contributions made on his behalf shall be
             distributed, but if the distribution is because of hardship,
             only to the extent permitted under Section 13.2.
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=4%>&nbsp;</TD>
<TD WIDTH=96%>
             The balance of the Participant's Employer Contributions
             Sub-Account attributable to Employer Contributions credited
             to such Sub-Account solely on account of Tax-Deferred
             Contributions made by him, if any, shall be distributed.
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=4%>&nbsp;</TD>
<TD WIDTH=96%>

             The balance of the Participant's Tax-Deferred Contributions
             Sub-Account shall be distributed, but if the distribution is
             because of hardship, only to the extent permitted under
             Section 13.3.
<BR><BR>
</TD>
</TR>
</TABLE>
If the Sub-Account from which a Participant is receiving a
withdrawal is invested in more than one Investment Fund, the
withdrawal shall be charged against the Investment Funds as
directed by the Administrator.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>13.6&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Conditions and Limitations on Hardship Withdrawals</FONT></H2>

A Participant must file a written application for a hardship
withdrawal with the Administrator such number of days prior to the
date as of which it is to be effective as the Administrator may
prescribe.  Hardship withdrawals may be made effective as soon as
reasonably practicable following the Administrator's receipt of the
Participant's directions.  A Participant's spouse must consent to
any withdrawal hereunder.  The Administrator shall grant a hardship
withdrawal only if it determines that the withdrawal is necessary
to meet an immediate and heavy financial need of the Participant.
<BR><BR>
An immediate and heavy financial need of the Participant means a
financial need on account of:

<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=4%>(a)</TD>
<TD WIDTH=96%>

expenses previously incurred by or necessary to obtain for the Participant, the
Participant&#146;s spouse, or any dependent of the Participant (as defined in
Section 152 of the Code) medical care described in Section 213(d) of the Code;
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=4%>(b)</TD>
<TD WIDTH=96%>

         costs directly related to the purchase (excluding mortgage
             payments) of a principal residence for the Participant;
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=4%>(c)</TD>
<TD WIDTH=96%>

payment of tuition, related educational fees, and room and board expenses for
the next 12 months of post-secondary education for the Participant, the
Participant&#146;s spouse, or any dependent of the Participant; or
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=4%>(d)</TD>
<TD WIDTH=96%>

          the need to prevent the eviction of the Participant from his
             principal residence or foreclosure on the mortgage of the
             Participant's principal residence.<BR><BR>

</TD>
</TR>
</TABLE>

A withdrawal shall be deemed to be necessary to satisfy an
immediate and heavy financial need of a Participant only if all of
the following requirements are satisfied:<BR><BR>
<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=4%>&nbsp;</TD>
<TD WIDTH=96%>

             The withdrawal is not in excess of the amount of the
             immediate and heavy financial need of the Participant.
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=4%>&nbsp;</TD>
<TD WIDTH=96%>

             The Participant has obtained all distributions, other than
             hardship distributions, and all non-taxable loans currently
             available under all plans maintained by an Employer or any
             Related Company.
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=4%>&nbsp;</TD>
<TD WIDTH=96%>

             The Participant's Tax-Deferred Contributions and the
             Participant's elective tax-deferred contributions and
             employee after-tax contributions under all other
             tax-qualified plans maintained by an Employer or any Related
             Company shall be suspended for at least twelve months after
             his receipt of the withdrawal.
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=4%>&nbsp;</TD>
<TD WIDTH=96%>

             The Participant shall not make Tax-Deferred Contributions or
             elective tax-deferred contributions under any other
             tax-qualified plan maintained by an Employer or any Related
             Company for the Participant's taxable year immediately
             following the taxable year of the withdrawal in excess of
             the applicable limit under Section 402(g) of the Code for
             such next taxable year less the amount of the Participant's
             Tax-Deferred Contributions and elective tax-deferred
             contributions under any other plan maintained by an Employer
             or any Related Company for the taxable year of the
             withdrawal.

<BR><BR>
</TD>
</TR>
</TABLE>



The minimum hardship withdrawal that a Participant may make is
$1,000.  The amount of a hardship withdrawal may include any
amounts necessary to pay any Federal, state or local income taxes
or penalties reasonably anticipated to result from the
distribution.  A Participant shall not fail to be treated as an
Eligible Employee for purposes of applying the limitations
contained in Article VII of the Plan merely because his Tax-
Deferred Contributions are suspended in accordance with this
Section.

<BR><BR><BR>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ARTICLE XIV</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>TERMINATION
OF EMPLOYMENT AND SETTLEMENT DATE</FONT></H1>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>14.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Termination of Employment and Settlement Date</FONT></H2>

A Participant's Settlement Date shall occur on the date he
terminates employment with an Employer and all Related Companies
because of death, disability, retirement, or other termination of
employment.  Written notice of a Participant's Settlement Date
shall be given by the Administrator to the Trustee.


<BR><BR><BR>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ARTICLE XV</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>DISTRIBUTIONS</FONT></H1>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>15.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Distributions
to Participants</FONT></H2>

A Participant whose Settlement Date occurs shall receive
distribution of the value of his vested interest in his Separate
Account in the form provided under Article XVI beginning as soon as
reasonably practicable following his Settlement Date or the date
his application for distribution is filed with the Administrator,
if later.  In addition, a Participant who continues in employment
with an Employer or a Related Company after his Normal Retirement
Date may elect to receive distribution of all or any portion of his
Separate Account in the form provided under Article XVI at any time
following his Normal Retirement Date.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>15.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Distributions to Beneficiaries</FONT></H2>

If a Participant dies prior to the date distribution of his vested
interest in his Separate Account begins under this Article, his
Beneficiary shall receive distribution of the Participant's vested
interest in his Separate Account in the form provided under Article
XVI beginning as soon as reasonably practicable following the date
the Beneficiary's application for distribution is filed with the
Administrator.  Unless distribution is to be made over the life or
over a period certain not greater than the life expectancy of the
Beneficiary, distribution of the Participant's entire vested
interest shall be made to the Beneficiary no later than the end of
the fifth calendar year beginning after the Participant's death.
If distribution is to be made over the life or over a period
certain no greater than the life expectancy of the Beneficiary,
distribution shall commence no later than:<BR><BR>

<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=4%>(a)</TD>
<TD WIDTH=96%>

          If the Beneficiary is not the Participant's spouse, the end
             of the first calendar year beginning after the Participant's
             death; or
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=4%>(b)</TD>
<TD WIDTH=96%>

If the Beneficiary is the Participant&#146;s spouse, the later of (i) the end of
the first calendar year beginning after the Participant&#146;s death or (ii) the
end of the calendar year in which the Participant would have attained age
70&#160;1/2.

</TD>
</TR>
</TABLE>

If distribution is to be made to a Participant's spouse, it shall
be made available within a reasonable period of time after the
Participant's death that is no less favorable than the period of
time applicable to other distributions.  If a Participant dies
after the date distribution of his vested interest in  his Separate
Account begins under this Article, but before his entire vested
interest in his Separate Account is distributed, his Beneficiary
shall receive distribution of the remainder of the Participant's
vested interest in his Separate Account beginning as soon as
reasonably practicable following the Participant's date of death in
a form that provides for distribution at least as rapidly as under
the form in which the Participant was receiving distribution.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>15.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Cash Outs
and Participant Consent</FONT></H2>

Notwithstanding any other provision of the Plan to the contrary, if
a Participant's vested interest in his Separate Account does not
exceed $3,500, distribution of such vested interest shall be made
to the Participant in a single sum payment as soon as reasonably
practicable following his Settlement Date.  If a Participant's
vested interest in his Separate Account exceeds $3,500,
distribution shall not commence to such Participant prior to his
Normal Retirement Date without the Participant's written consent
and the written consent of his spouse if payment is not made
through the purchase of a qualified joint and survivor annuity.  If
a Participant made a withdrawal in accordance with the provisions
of Article XIII or was in default on a loan for which a portion of
his Separate Account was pledged as security as provided in
Article XII and his vested interest in his Separate Account on the
date immediately preceding the withdrawal or default exceeded
$3,500, then for purposes of this Section, his vested interest in
his Separate Account shall be deemed to exceed $3,500.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>15.4 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Required
Commencement of Distribution</FONT></H2>

Notwithstanding any other provision of the Plan to the contrary,
distribution of a Participant's vested interest in his Separate
Account shall commence to the Participant no later than the earlier
of:<BR><BR>
<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=4%>(a)</TD>
<TD WIDTH=96%>


60 days after the close of the Plan Year in which (i) the Participant&#146;s
Normal Retirement Date occurs, (ii) the 10th anniversary of the year in which he
commenced participation in the Plan occurs, or (iii) his Settlement Date occurs,
whichever is latest; or
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=4%>(b)</TD>
<TD WIDTH=96%>


the April 1 following the close of the calendar year in which he attains age 70
1/2, whether or not his Settlement Date has occurred, except that if a
Participant attained age 70 1/2 prior to January&#160;1, 1988, and was not a
five-percent owner (as defined in Section 416 of the Code) at any time during
the five-Plan-Year period ending within the calendar year in which he attained
age 70 1/2, distribution of such Participant&#146;s vested interest in his
Separate Account shall commence no later than the April 1 following the close of
the calendar year in which he attains age 70&#160;1/2&#160;or retires, whichever
is later. <BR><BR>
</TD>
</TR>
</TABLE>

Distributions required to commence under this Section shall be made
in the form provided under Article XVI and in accordance with
Section 401(a)(9) of the Code and regulations issued thereunder,
including the minimum distribution incidental benefit requirements.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>15.5&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Reemployment of a Participant</FONT></H2>

If a Participant whose Settlement Date has occurred is reemployed
by an Employer or a Related Company, he shall lose his right to any
distribution or further distributions from the Trust arising from
his prior Settlement Date and his interest in the Trust shall
thereafter be treated in the same manner as that of any other
Participant whose Settlement Date has not occurred.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>15.6 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Restrictions
on Alienation</FONT></H2>

Except as provided in Section 401(a)(13) of the Code relating to
qualified domestic relations orders and Section 1.401(a)-13(b)(2)
of Treasury regulations relating to Federal tax levies and
judgments, no benefit under the Plan at any time shall be subject
in any manner to anticipation, alienation, assignment (either at
law or in equity), encumbrance, garnishment, levy, execution, or
other legal or equitable process; and no person shall have power in
any manner to anticipate, transfer, assign (either at law or in
equity), alienate or subject to attachment, garnishment, levy,
execution, or other legal or equitable process, or in any way
encumber his benefits under the Plan, or any part thereof, and any
attempt to do so shall be void.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>15.7&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Facility
of Payment</FONT></H2>

If the Administrator finds that any individual to whom an amount is
payable hereunder is incapable of attending to his financial
affairs because of any mental or physical condition, including the
infirmities of advanced age, such amount (unless prior claim
therefor shall have been made by a duly qualified guardian or other
legal representative) may, in the discretion of the Administrator,
be paid to another person for the use or benefit of the individual
found incapable of attending to his financial affairs or in
satisfaction of legal obligations incurred by or on behalf of such
individual.  The Trustee shall make such payment only upon receipt
of written instructions to such effect from the Administrator.  Any
such payment shall be charged to the Separate Account from which
any such payment would otherwise have been paid to the individual
found incapable of attending to his financial affairs and shall be
a complete discharge of any liability therefor under the Plan.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>15.8&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Inability
to Locate Payee</FONT></H2>

If any benefit becomes payable to any person, or to the executor or
administrator of any deceased person, and if that person or his
executor or administrator does not present himself to the
Administrator within five years after the Administrator mails
written notice of his eligibility to receive a distribution
hereunder to his last known address, that benefit will be
forfeited.  However, if the payee later files a claim for that
benefit, the benefit will be restored.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>15.9&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Distribution Pursuant to Qualified Domestic Relations Orders</FONT></H2>

Notwithstanding any other provision of the Plan to the contrary, if
a qualified domestic relations order so provides, distribution may
be made to an alternate payee pursuant to a qualified domestic
relations order, as defined in Section 414(p) of the Code,
regardless of whether the Participant's Settlement Date has
occurred or whether the Participant is otherwise entitled to
receive a distribution under the Plan.

<BR><BR><BR>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ARTICLE XVI</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>FORM OF
PAYMENT</FONT></H1>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>16.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Definitions</FONT></H2>

For purposes of this Article, the following terms have the
following meanings:<BR><BR>

<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=4%>(a)</TD>
<TD WIDTH=96%>


A Participant&#146;s &#147;annuity starting date&#148; means the first day of
the first period for which an amount is paid as an annuity or any other form.
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=4%>(b)</TD>
<TD WIDTH=96%>

The &#147;automatic annuity form&#148; means the form of annuity that will be
purchased on a Participant&#146;s behalf as provided in Section 16.5 unless the
Participant elects another form of annuity as provided in Section 16.5.

<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=4%>(c)</TD>
<TD WIDTH=96%>


A &#147;qualified election&#148; means an election that is made during the
qualified election period. A qualified election of a form of payment other than
a qualified joint and survivor annuity or designating a Beneficiary other than
the Participant&#146;s spouse to receive amounts otherwise payable as a
qualified preretirement survivor annuity must include the written consent of the
Participant&#146;s spouse, if any. A Participant&#146;s spouse will be deemed to
have given written consent to the Participant&#146;s election if the Participant
establishes to the satisfaction of a Plan representative that spousal consent
cannot be obtained because the spouse cannot be located or because of other
circumstances set forth in Section 401(a)(11) of the Code and regulations issued
thereunder. The spouse&#146;s written consent must acknowledge the effect of the
Participant&#146;s election and must be witnessed by a Plan representative or a
notary public. The spouse&#146;s written consent may be a general consent that
permits the Participant to change the form of payment selected or the designated
Beneficiary without the spouse&#146;s further consent. Any written consent given
or deemed to have been given by a Participant&#146;s spouse hereunder shall be
irrevocable and shall be effective only with respect to such spouse and not with
respect to any subsequent spouse.
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=4%>(d)</TD>
<TD WIDTH=96%>

The &#147;qualified election period&#148; with respect to the automatic annuity
form means the 90 day period ending on a Participant&#146;s annuity starting
date. The &#147;qualified election period&#148; with respect to a qualified
preretirement survivor annuity means the period beginning on the first day of
the Plan Year in which the Participant attains age 35 or, if he terminates
employment prior to such date, the day he terminates employment with his
Employer and all Related
             Companies.  A Participant whose employment has not
             terminated may make a qualified election designating a
             Beneficiary other than his spouse prior to the Plan Year in
             which he attains age 35; provided, however, that such
             election shall cease to be effective as of the first day of
             the Plan Year in which the Participant attains age 35.
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=4%>(e)</TD>
<TD WIDTH=96%>

A &#147;qualified joint and survivor annuity&#148; means an immediate annuity
payable at earliest retirement age under the Plan, as defined in regulations
issued under Section 401(a)(11) of the Code, for the life of a Participant with
a survivor annuity payable for the life of the Participant&#146;s spouse that is
equal to at least 50 percent of the amount of the annuity payable during the
joint lives of the Participant and his spouse, provided that the survivor
annuity shall not be payable to a Participant&#146;s spouse if such spouse is
not the same spouse to whom the Participant was married on his annuity starting
date.
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=4%>(f)</TD>
<TD WIDTH=96%>

A &#147;qualified preretirement survivor annuity&#148; means an annuity payable
to the surviving spouse of a Participant in accordance with the provisions of
Section 16.6.
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=4%>(g)</TD>
<TD WIDTH=96%>

          A "single life annuity" means an annuity payable for the
             life of the Participant.
<BR><BR>
</TD>
</TR>
</TABLE>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>16.2 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Normal
Form of Payment</FONT></H2>

Unless a Participant, or his Beneficiary, if the Participant has
died, elects an optional form of payment provided in Section 16.3,
distribution shall be made to the Participant, or his Beneficiary,
as the case may be, through the purchase of a single premium,
nontransferable annuity contract for such term and in such form as
the Participant, or his Beneficiary, if the Participant has died,
shall select, subject to the provisions of Section 16.5; provided,
however, that a Participant's Beneficiary may not elect to receive
distribution of an annuity payable over the joint lives of the
Beneficiary and any other individual.  The terms of any annuity
contract purchased hereunder and distributed to a Participant or
his Beneficiary shall comply with the requirements of the Plan.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>16.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Optional
Forms of Payment</FONT></H2>

Subject to the provisions of Section 16.5, a Participant, or his
Beneficiary, as the case may be, may elect to receive distribution
in one of the following optional forms of payment:

<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=4%>(a)</TD>
<TD WIDTH=96%>
         Single Sum Payment.
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=4%>(b)</TD>
<TD WIDTH=96%>

         Installment Payments - Distribution shall be made in a
             series of installments over a period not exceeding the life
             expectancy of the Participant, or the Participant's
             Beneficiary, if the Participant has died, or a period not
             exceeding the joint life and last survivor expectancy of the
             Participant and his Beneficiary.  Each installment shall be
             equal in amount except as necessary to adjust for any
             changes in the value of the Participant's Separate Account.
             The determination of life expectancies shall be made on the
             basis of the expected return multiples in Tables V and VI of
             Section 1.72-9 of the Treasury regulations and shall be
             calculated either once at the time installment payments
             begin or annually for the Participant and/or his
             Beneficiary, if his Beneficiary is his spouse, as determined
             by the Participant at the time installment payments begin.
<BR><BR>
</TD>
</TR>
</TABLE>

Distribution shall be made in cash or in kind, as elected by the
Participant.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>16.4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Change of
Election</FONT></H2>

Subject to the provisions of Section 16.5, a Participant or
Beneficiary who has elected an optional form of payment under
Section 16.3 or elected an annuity form of payment may revoke or
change his election at any time prior to his annuity starting date
by filing with the Administrator a written election in the form
prescribed by the Administrator.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>16.5 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Form of
Annuity Requirements</FONT></H2>

Distribution shall be made to a Participant through the purchase of
an annuity contract that provides for payment in one of the
following automatic annuity forms, unless the Participant elects a
different type of annuity or elects an optional form of payment
under Section 16.3.<BR><BR>

<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=4%>(a)</TD>
<TD WIDTH=96%>

The automatic annuity form for a Participant who is married on his annuity
starting date is the 50 percent qualified joint and survivor annuity.
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=4%>(b)</TD>
<TD WIDTH=96%>
          The automatic annuity form for a Participant who is not
             married on his annuity starting date is the single life
             annuity.
<BR><BR>
</TD>
</TR>
</TABLE>

A Participant's election of an annuity other than the automatic
annuity form or of the optional form of payment shall not be
effective unless it is a qualified election; provided, however,
that spousal consent shall not be required if the form of payment
elected by the Participant is a qualified joint and survivor
annuity.  A Participant who has elected an optional form of payment
can change his election only pursuant to a qualified election.



<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>16.6&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Qualified
Preretirement Survivor Annuity Requirements</FONT></H2>

If a married Participant dies before his annuity starting date, his
spouse shall receive distribution of the value of the Participant's
vested interest in his Separate Account through the purchase of an
annuity contract that provides for payment over the life of the
Participant's spouse.  A Participant's spouse may elect to receive
distribution under any one of the other forms of payment available
under this Article instead of in the qualified preretirement
survivor annuity form.  A Participant can only designate a
non-spouse Beneficiary to receive distribution of that portion of
his Separate Account otherwise payable as a qualified preretirement
survivor annuity pursuant to a qualified election.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>16.7 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Direct
Rollover</FONT></H2>

Notwithstanding any other provision of the Plan to the contrary, in
lieu of receiving distribution in the form of payment provided
under this Article, a "qualified distributee" may elect in writing,
in accordance with rules prescribed by the Administrator, to have
any portion or all of a distribution made on or after January 1,
1993, that is an "eligible rollover distribution" paid directly by
the Plan to the "eligible retirement plan" designated by the
"qualified distributee"; provided, however, that this provision
shall not apply if the total distribution is less than $200 and
that a "qualified distributee" may not elect this provision with
respect to a portion of a distribution that is less than $500.  Any
such payment by the Plan to another "eligible retirement plan"
shall be a direct rollover and shall be made only after all
applicable consent requirements are satisfied.  For purposes of
this Section, the following terms have the following meanings:
<BR><BR>
<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=4%>(a)</TD>
<TD WIDTH=96%>

An &#147;eligible retirement plan&#148; means an individual retirement account
described in Section 408(a) of the Code, an individual retirement annuity
described in Section 408(b) of the Code, an annuity plan described in Section
403(a) of the Code, or a qualified trust described in Section 401(a) of the Code
that accepts rollovers; provided, however, that, in the case of a direct
rollover by a surviving spouse, an eligible retirement plan does not include a
qualified trust described in Section 401(a) of the Code.
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=4%>(b)</TD>
<TD WIDTH=96%>


An &#147;eligible rollover distribution&#148; means any distribution of all or
any portion of the balance of a Participant&#146;s Separate Account; provided,
however, that an eligible rollover distribution does not include: any
distribution that is one of a series of substantially equal periodic payments
made not less frequently than annually for the life or life expectancy of the
qualified distributee or the joint lives or joint life expectancies of the
qualified distributee and the qualified distributee&#146;s designated
beneficiary, or for a specified period of ten years or more;
             and any distribution to the extent such distribution is
             required under Section 401(a)(9) of the Code.
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=4%>(c)</TD>
<TD WIDTH=96%>

A &#147;qualified distributee&#148; means a Participant, his surviving spouse,
or his spouse or former spouse who is an alternate payee under a qualified
domestic relations order, as defined in Section 414(p) of the Code.

<BR><BR>
</TD>
</TR>
</TABLE>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>16.8&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Notice
Regarding Forms of Payment</FONT></H2>

The Administrator shall provide each Participant with a written
explanation of his right to defer distribution until his Normal
Retirement Date, his right to make a direct rollover, and (i) the
terms and conditions of the automatic annuity form and the other
forms of payment available under the Plan, (ii) the Participant's
right to choose a form of payment other than the automatic annuity
form or to revoke such choice, and (iii) the rights of the
Participant's spouse.  The Administrator shall provide such
explanation within the 60 day period ending 30 days before the
Participant's annuity starting date.
<BR><BR>
In addition, the Administrator shall provide such a Participant
with a written explanation of (i) the terms and conditions of the
qualified preretirement survivor annuity, (ii) the Participant's
right to designate a non-spouse Beneficiary to receive distribution
of that portion of his Separate Account otherwise payable as a
qualified preretirement survivor annuity or to revoke such
designation, and (iii) the rights of the Participant's spouse.  The
Administrator shall provide such explanation within one of the
following periods, whichever ends last:
<BR><BR>
<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=4%>(a)</TD>
<TD WIDTH=96%>

the period beginning with the first day of the Plan Year in which the
Participant attains age 32 and ending on the last day of the Plan Year preceding
the Plan Year in which the Participant attains age 35; or
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=4%>(b)</TD>
<TD WIDTH=96%>

the period beginning 12 calendar months before the date an individual becomes a
Participant and ending 12 calendar months after such date;
<BR><BR>
</TD>
</TR>
</TABLE>

provided, however, that in the case of a Participant who separates
from service prior to attaining age 35, the explanation shall be
provided to such Participant within the period beginning 12
calendar months before the Participant's separation from service
and ending 12 calendar months after his separation from service.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>16.9&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Reemployment</FONT></H2>

If a Participant is reemployed by an Employer or a Related Company
prior to receiving distribution of the entire balance of his vested
interest in his Separate Account, his prior election of a form of
payment hereunder shall become ineffective.

<BR><BR><BR>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ARTICLE XVII</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>BENEFICIARIES</FONT></H1>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>17.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Designation
of Beneficiary</FONT></H2>

A married Participant's Beneficiary shall be his spouse.  A married
Participant may designate a non-spouse Beneficiary, but only
pursuant to a qualified election as provided in Article XVI.
<BR><BR>
A Participant may designate a Beneficiary on the form prescribed by
the Administrator.  If no Beneficiary has been designated pursuant
to the provisions of this Section, or if no Beneficiary survives
the Participant and he has no surviving spouse, then the
Beneficiary under the Plan shall be the Participant's estate.  If
a Beneficiary dies after becoming entitled to receive a
distribution under the Plan but before distribution is made to him
in full, and if no other Beneficiary has been designated to receive
the balance of the distribution in that event, the estate of the
deceased Beneficiary shall be the Beneficiary as to the balance of
the distribution.


<BR><BR><BR>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ARTICLE XVIII</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ADMINISTRATION</FONT></H1>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>18.1 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Authority
of the Sponsor</FONT></H2>

The Sponsor, which shall be the administrator for purposes of ERISA
and the plan administrator for purposes of the Code, shall be
responsible for the administration of the Plan and, in addition to
the powers and authorities expressly conferred upon it in the Plan,
shall have all such powers and authorities as may be necessary to
carry out the provisions of the Plan, including the power and
authority to interpret and construe the provisions of the Plan, to
make benefit determinations, and to resolve any disputes which
arise under the Plan.  The Sponsor may employ such attorneys,
agents, and accountants as it may deem necessary or advisable to
assist in carrying out its duties hereunder.  The Sponsor and the
Trustee shall be "named fiduciaries" as that term is defined in
Section 402(a)(2) of ERISA.  The Sponsor may:
<BR><BR>
<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=4%>(a)</TD>
<TD WIDTH=96%>
          allocate any of the powers, authority, or responsibilities
             for the operation and administration of the Plan, which are
             retained by it or granted to it by this Article, to the
             Trustee; and
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=4%>(b)</TD>
<TD WIDTH=96%>
          designate a person or persons other than the Sponsor to
             carry out any of such powers, authority, or
             responsibilities;
<BR><BR>
</TD>
</TR>
</TABLE>

except that no power, authority, or responsibility of the Trustee
shall be subject to the provisions of paragraph (b) of this
Section, and except that no allocation or delegation by the Sponsor
of any of its powers, authority, or responsibilities to the Trustee
shall become effective unless such allocation or delegation shall
first be accepted by the Trustee in a writing signed by it and
delivered to the Sponsor.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>18.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Action of the
Sponsor</FONT></H2>

Any act authorized, permitted, or required to be taken under the
Plan by the Sponsor and which has not been delegated in accordance
with Section 18.1, may be taken by a majority of the members of the
board of directors of the Sponsor, either by vote at a meeting, or
in writing without a meeting, or by the employee or employees of
the Sponsor designated by the board of directors to carry out such
acts on behalf of the Sponsor.  All notices, advice, directions,
certifications, approvals, and instructions required or authorized
to be given by the Sponsor as under the Plan shall be in writing
and signed by either (i) a majority of the members of the board of
directors of the Sponsor or by such member or members as may be
designated by an instrument in writing, signed by all the members
thereof, as having authority to execute such documents on its
behalf, or (ii) the employee or employees authorized to act for the
Sponsor in accordance with the provisions of this Section.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>18.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Claims
Review Procedure</FONT></H2>

Whenever a claim for benefits under the Plan filed by any person
(herein referred to as the "Claimant") is denied, whether in whole
or in part, the Sponsor shall transmit a written notice of such
decision to the Claimant within 90 days of the date the claim was
filed or, if special circumstances require an extension, within 180
days of such date, which notice shall be written in a manner
calculated to be understood by the Claimant and shall contain a
statement of (i) the specific reasons for the denial of the claim,
(ii) specific reference to pertinent Plan provisions on which the
denial is based, and (iii) a description of any additional material
or information necessary for the Claimant to perfect the claim and
an explanation of why such information is necessary.  The notice
shall also include a statement advising the Claimant that, within
60 days of the date on which he receives such notice, he may obtain
review of such decision in accordance with the procedures
hereinafter set forth.  Within such 60-day period, the Claimant or
his authorized representative may request that the claim denial be
reviewed by filing with the Sponsor a written request therefor,
which request shall contain the following information:
<BR><BR>
<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=4%>(a)</TD>
<TD WIDTH=96%>

the date on which the Claimant&#146;s request was filed with the Sponsor;
provided, however, that the date on which the Claimant&#146;s request for review
was in fact filed with the Sponsor shall control in the event that the date of
the actual filing is later than the date stated by the Claimant pursuant to this
paragraph;
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=4%>(b)</TD>
<TD WIDTH=96%>

        the specific portions of the denial of his claim which the
             Claimant requests the Sponsor to review;
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=4%>(c)</TD>
<TD WIDTH=96%>

a statement by the Claimant setting forth the basis upon which he believes the
Sponsor should reverse the previous denial of his claim for benefits and accept
his claim as made; and
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=4%>(d)</TD>
<TD WIDTH=96%>

any written material (offered as exhibits) which the Claimant desires the
Sponsor to examine in its consideration of his position as stated pursuant to
paragraph (c) of this Section.
<BR><BR>
</TD>
</TR>
</TABLE>

Within 60 days of the date determined pursuant to paragraph (a) of
this Section or, if special circumstances require an extension,
within 120 days of such date, the Sponsor shall conduct a full and
fair review of the decision denying the Claimant's claim for
benefits and shall render its written decision on review to the
Claimant.  The Sponsor's decision on review shall be written in a
manner calculated to be understood by the Claimant and shall
specify the reasons and Plan provisions upon which the Sponsor's
decision was based.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>18.4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Qualified
Domestic Relations Orders</FONT></H2>

The Sponsor shall establish reasonable procedures to determine the
status of domestic relations orders and to administer distributions
under domestic relations orders which are deemed to be qualified
orders.  Such procedures shall be in writing and shall comply with
the provisions of Section 414(p) of the Code and regulations issued
thereunder.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>18.5&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Indemnification</FONT></H2>

In addition to whatever rights of indemnification the Trustee or
the members of the board of directors of the Sponsor or any
employee or employees of the Sponsor to whom any power, authority,
or responsibility is delegated pursuant to Section 18.2, may be
entitled under the articles of incorporation or regulations of the
Sponsor, under any provision of law, or under any other agreement,
the Sponsor shall satisfy any liability actually and reasonably
incurred by any such person or persons, including expenses,
attorneys' fees, judgments, fines, and amounts paid in settlement
(other than amounts paid in settlement not approved by the
Sponsor), in connection with any threatened, pending or completed
action, suit, or proceeding which is related to the exercising or
failure to exercise by such person or persons of any of the powers,
authority, responsibilities, or discretion as provided under the
Plan, or reasonably believed by such person or persons to be
provided hereunder, and any action taken by such person or persons
in connection therewith, unless the same is judicially determined
to be the result of such person's or persons' gross negligence or
willful misconduct.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>18.6&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Actions
Binding</FONT></H2>

Subject to the provisions of Section 18.3, any action taken by the
Sponsor which is authorized, permitted, or required under the Plan
shall be final and binding upon the Employers, the Trustee, all
persons who have or who claim an interest under the Plan, and all
third parties dealing with the Employers or the Trustee.

<BR><BR><BR>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ARTICLE XIX</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>AMENDMENT
AND TERMINATION</FONT></H1>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>19.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Amendment</FONT></H2>

Subject to the provisions of Section 19.2, the Sponsor may at any
time and from time to time, by action of its board of directors, or
such officers of the Sponsor as are authorized by its board of
directors, amend the Plan, either prospectively or retroactively.
Any such amendment shall be by written instrument executed by the
Sponsor.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>19.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Limitation on Amendment</FONT></H2>

The Sponsor shall make no amendment to the Plan which shall
decrease the accrued benefit of any Participant or Beneficiary,
except that nothing contained herein shall restrict the right to
amend the provisions of the Plan relating to the administration of
the Plan and Trust.  Moreover, no such amendment shall be made
hereunder which shall permit any part of the Trust to revert to an
Employer or any Related Company or be used or be diverted to
purposes other than the exclusive benefit of Participants and
Beneficiaries.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>19.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Termination</FONT></H2>

The Sponsor reserves the right, by action of its board of
directors, to terminate the Plan as to all Employers at any time
(the effective date of such termination being hereinafter referred
to as the "termination date").  Upon any such termination of the
Plan, the following actions shall be taken for the benefit of
Participants and Beneficiaries:
<BR><BR>
<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=4%>(a)</TD>
<TD WIDTH=96%>

As of the termination date, each Investment Fund shall be valued and all
Separate Accounts and Sub-Accounts shall be adjusted in the manner provided in
Article XI, with any unallocated contributions or forfeitures being allocated as
of the termination date in the manner otherwise provided in the Plan. The
termination date shall become a Valuation Date for purposes of Article XI. In
determining the net worth of the Trust, there shall be included as a liability
such amounts as shall be necessary to pay all expenses in connection with the
termination of the Trust and the liquidation and distribution of the property of
the Trust, as well as other expenses, whether or not accrued, and shall include
as an asset all accrued income.
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=4%>(b)</TD>
<TD WIDTH=96%>

All Separate Accounts shall then be disposed of to or for the benefit of each
Participant or Beneficiary in accordance with the provisions of Article XV as if
the termination date were his Settlement Date; provided, however, that
             notwithstanding the provisions of Article XV, if the Plan
             does not offer an annuity option and if neither his Employer
             nor a Related Company establishes or maintains another
             defined contribution plan (other than an employee stock
             ownership plan as defined in Section 4975(e)(7) of the
             Code), the Participant's written consent to the commencement
             of distribution shall not be required regardless of the
             value of the vested portions of his Separate Account.
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=4%>(c)</TD>
<TD WIDTH=96%>

Notwithstanding the provisions of paragraph (b) of this Section, no distribution
shall be made to a Participant of any portion of the balance of his Tax-Deferred
Contributions Sub-Account prior to his separation from service (other than a
distribution made in accordance with Article&#160;XIII or required in accordance
with Section 401(a)(9) of the Code) unless (i) neither his Employer nor a
Related Company establishes or maintains another defined contribution plan
(other than an employee stock ownership plan as defined in Section 4975(e)(7) of
the Code, a tax credit employee stock ownership plan as defined in Section 409
of the Code, or a simplified employee pension as defined in Section 408(k) of
the Code) either at the time the plan is terminated or at any time during the
period ending 12 months after distribution of all assets from the Plan;
provided, however, that this provision shall not apply if fewer than two percent
of the Eligible Employees under the Plan were eligible to participate at any
time in such other defined contribution plan during the 24-month period
beginning 12 months before the Plan termination, and (ii) the distribution the
Participant receives is a &#147;lump sum distribution&#148; as defined in
Section 402(e)(4) of the Code, without regard to clauses (i), (ii), (iii), and
(iv) of sub-paragraph (A), sub-paragraph (B), or sub-paragraph (H) thereof.
<BR><BR>
</TD>
</TR>
</TABLE>

Notwithstanding anything to the contrary contained in the Plan,
upon any such Plan termination, the vested interest of each
Participant and Beneficiary in his Employer Contributions
Sub-Account shall be 100 percent; and, if there is a partial
termination of the Plan, the vested interest of each Participant
and Beneficiary who is affected by the partial termination in his
Employer Contributions Sub-Account shall be 100 percent.  For
purposes of the preceding sentence only, the Plan shall be deemed
to terminate automatically if there shall be a complete
discontinuance of contributions hereunder by all Employers.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>19.4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Reorganization</FONT></H2>

The merger, consolidation, or liquidation of any Employer with or
into any other Employer or a Related Company shall not constitute
a termination of the Plan as to such Employer.  If an Employer
disposes of substantially all of the assets used by the Employer in
a trade or business or disposes of a subsidiary and in connection
therewith one or more Participants terminates employment but
continues in employment with the purchaser of the assets or with
such subsidiary, no distribution from the Plan shall be made to any
such Participant prior to his separation from service (other than
a distribution made in accordance with Article XIII or required in
accordance with Section 401(a)(9) of the Code), except that a
distribution shall be permitted to be made in such a case, subject
to the Participant's consent (to the extent required by law), if
(i) the distribution would constitute a "lump sum distribution" as
defined in section 402(e)(4) of the Code, without regard to clauses
(i), (ii), (iii), or (iv) of sub-paragraph (A), sub-paragraph (B),
or sub-paragraph (H) thereof, (ii) the Employer continues to
maintain the Plan after the disposition, (iii) the purchaser does
not maintain the Plan after the disposition, and (iv) the
distribution is made by the end of the second calendar year after
the calendar year in which the disposition occurred.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>19.5&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Withdrawal
of an Employer</FONT></H2>

An Employer other than the Sponsor may withdraw from the Plan at
any time upon notice in writing to the Administrator (the effective
date of such withdrawal being hereinafter referred to as the
"withdrawal date"), and shall thereupon cease to be an Employer for
all purposes of the Plan.  An Employer shall be deemed
automatically to withdraw from the Plan in the event of its
complete discontinuance of contributions, or, subject to Section
19.4 and unless the Sponsor otherwise directs, it ceases to be a
Related Company of the Sponsor or any other Employer.  Upon the
withdrawal of an Employer, the withdrawing Employer shall determine
whether a partial termination has occurred with respect to its
Employees.  In the event that the withdrawing Employer determines
a partial termination has occurred, the action specified in Section
19.3 shall be taken as of the withdrawal date, as on a termination
of the Plan, but with respect only to Participants who are employed
solely by the withdrawing Employer, and who, upon such withdrawal,
are neither transferred to nor continued in employment with any
other Employer or a Related Company.  The interest of any
Participant employed by the withdrawing Employer who is transferred
to or continues in employment with any other Employer or a Related
Company, and the interest of any Participant employed solely by an
Employer or a Related Company other than the withdrawing Employer,
shall remain unaffected by such withdrawal; no adjustment to his
Separate Accounts shall be made by reason of the withdrawal; and he
shall
continue as a Participant hereunder subject to the remaining
provisions of the Plan.

<BR><BR><BR>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ARTICLE XX</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ADOPTION BY
OTHER EMPLOYERS</FONT></H1>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>20.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Adoption by
Related Companies</FONT></H2>

A Related Company that is not an Employer may, with the consent of
the Sponsor, adopt the Plan and become an Employer hereunder by
causing an appropriate written instrument evidencing such adoption
to be executed in accordance with the requirements of its
organizational authority.  Any such instrument shall specify the
effective date of the adoption.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>20.2 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Effective
Plan Provisions</FONT></H2>

An Employer who adopts the Plan shall be bound by the provisions of
the Plan in effect at the time of the adoption and as subsequently
in effect because of any amendment to the Plan.

<BR><BR><BR>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ARTICLE XXI</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>MISCELLANEOUS
PROVISIONS</FONT></H1>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>21.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; No
Commitment as to Employment</FONT></H2>

Nothing contained herein shall be construed as a commitment or
agreement upon the part of any person to continue his employment
with an Employer or Related Company, or as a commitment on the part
of any Employer or Related Company to continue the employment,
compensation, or benefits of any person for any period.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>21.2 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Benefits</FONT></H2>

Nothing in the Plan nor the Trust Agreement shall be construed to
confer any right or claim upon any person, firm, or corporation
other than the Employers, the Trustee, Participants, and
Beneficiaries.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>21.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; No Guarantees</FONT></H2>

The Employers, the Administrator, and the Trustee do not guarantee
the Trust from loss or depreciation, nor do they guarantee the
payment of any amount which may become due to any person hereunder.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>21.4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Expenses</FONT></H2>

The expenses of administration of the Plan, including the expenses
of the Administrator and fees of the Trustee, shall be paid from
the Trust or by the Sponsor or another Employer as the Sponsor
shall direct.  Notwithstanding the foregoing, administrative
expenses that are allocable to the Separate Account of a specific
Participant shall be paid from that Separate Account or by the
Sponsor or another Employer as the Sponsor shall direct.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>21.5&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Precedent</FONT></H2>

Except as otherwise specifically provided, no action taken in
accordance with the Plan shall be construed or relied upon as a
precedent for similar action under similar circumstances.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>21.6&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Duty to
Furnish Information</FONT></H2>

The Employers, the Administrator, and the Trustee shall furnish to
any of the others any documents, reports, returns, statements, or
other information that the other reasonably deems necessary to
perform its duties hereunder or otherwise imposed by law.


<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>21.7&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Withholding</FONT></H2>

The Trustee shall withhold any tax which by any present or future
law is required to be withheld, and which the Administrator
notifies the Trustee in writing is to be so withheld, from any
payment to any Participant or Beneficiary hereunder.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>21.8 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Merger,
Consolidation, or Transfer of Plan Assets</FONT></H2>

The Plan shall not be merged or consolidated with any other plan,
nor shall any of its assets or liabilities be transferred to
another plan, unless, immediately after such merger, consolidation,
or transfer of assets or liabilities, each Participant in the Plan
would receive a benefit under the Plan which is at least equal to
the benefit he would have received immediately prior to such
merger, consolidation, or transfer of assets or liabilities
(assuming in each instance that the Plan had then terminated).

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>21.9 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Back Pay
Awards</FONT></H2>

The provisions of this Section shall apply only to an Employee or
former Employee who becomes entitled to back pay by an award or
agreement of an Employer without regard to mitigation of damages.
If a person to whom this Section applies was or would have become
an Eligible Employee after such back pay award or agreement has
been effected, and if any such person who had not previously
elected to make Tax-Deferred Contributions pursuant to Section 4.1
shall within 30 days of the date he receives notice of the
provisions of this Section make an election to make Tax-Deferred
Contributions in accordance with such Section 4.1 (retroactive to
any Enrollment Date as of which he was or has become eligible to do
so), then such Participant may elect that any Tax-Deferred
Contributions not previously made on his behalf but which, after
application of the foregoing provisions of this Section, would have
been made under the provisions of Article IV, shall be made out of
the proceeds of such back pay award or agreement.  In addition, if
any such Employee or former Employee would have been eligible to
participate in the allocation of Employer Contributions under the
provisions of Article VI for any prior Plan Year after such back
pay award or agreement has been effected, his Employer shall make
an Employer Contribution equal to the amount of the Employer
Contribution which would have been allocated to such Participant
under the provisions of Article VI as in effect during each such
Plan Year.  The amounts of such additional contributions shall be
credited to the Separate Account of such Participant.  Any
additional contributions made by such Participant and by an
Employer pursuant to this Section shall be made in accordance with,
and subject to the limitations of the applicable provisions of
Articles IV, VI, and VII.


<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>21.10&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Condition on Employer Contributions</FONT></H2>

Notwithstanding anything to the contrary contained in the Plan or
the Trust Agreement, any contribution of an Employer hereunder is
conditioned upon the continued qualification of the Plan under
Section 401(a) of the Code, the exempt status of the Trust under
Section 501(a) of the Code, and the deductibility of the
contribution under Section 404 of the Code.  Except as otherwise
provided in this Section and Section 21.11, however, in no event
shall any portion of the property of the Trust ever revert to or
otherwise inure to the benefit of an Employer or any Related
Company.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>21.11&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Return
of Contributions to an Employer</FONT></H2>

Notwithstanding any other provision of the Plan or the Trust
Agreement to the contrary, in the event any contribution of an
Employer made hereunder:
<BR><BR>
<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=4%>(a)</TD>
<TD WIDTH=96%>
          is made under a mistake of fact, or
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=4%>(b)</TD>
<TD WIDTH=96%>
         is disallowed as a deduction under Section 404 of the Code,
<BR><BR>
</TD>
</TR>
</TABLE>

such contribution may be returned to the Employer within one year
after the payment of the contribution or the disallowance of the
deduction to the extent disallowed, whichever is applicable.  In
the event the Plan does not initially qualify under Section 401(a)
of the Code, any contribution of an Employer made hereunder may be
returned to the Employer within one year of the date of denial of
the initial qualification of the Plan, but only if an application
for determination was made within the period of time prescribed
under Section 403(c)(2)(B) of ERISA.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>21.12 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Validity
of Plan</FONT></H2>

The validity of the Plan shall be determined and the Plan shall be
construed and interpreted in accordance with the laws of the
Commonwealth of Massachusetts, except as preempted by applicable
Federal law.  The invalidity or illegality of any provision of the
Plan shall not affect the legality or validity of any other part
thereof.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>21.13 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Trust
Agreement</FONT></H2>

The Trust Agreement and the Trust maintained thereunder shall be
deemed to be a part of the Plan as if fully set forth herein and
the provisions of the Trust Agreement are hereby incorporated by
reference into the Plan.


<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>21.14&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Parties
Bound</FONT></H2>

The Plan shall be binding upon the Employers, all Participants and
Beneficiaries hereunder, and, as the case may be, the heirs,
executors, administrators, successors, and assigns of each of them.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>21.15&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Application of Certain Plan Provisions</FONT></H2>

A Participant's Beneficiary, if the Participant has died, or
alternate payee under a qualified domestic relations order shall be
treated as a Participant for purposes of directing investments as
provided in Article X.  For purposes of the general administrative
provisions and limitations of the Plan, a Participant's Beneficiary
or alternate payee under a qualified domestic relations order shall
be treated as any other person entitled to receive benefits under
the Plan.  Upon any termination of the Plan, any such Beneficiary
or alternate payee under a qualified domestic relations order who
has an interest under the Plan at the time of such termination,
which does not cease by reason thereof, shall be deemed to be a
Participant for all purposes of the Plan.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>21.16 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Leased
Employees</FONT></H2>

Any leased employee, other than an excludable leased employee,
shall be treated as an employee of the Employer for which he
performs services for all purposes of the Plan with respect to the
provisions of Sections 401(a)(3), (4), (7), and (16), and 408(k),
410, 411, 415, and 416 of the Code; provided, however, that no
leased employee shall accrue a benefit hereunder based on service
as a leased employee except as otherwise specifically provided in
the Plan.  A "leased employee" means any person who performs
services for an Employer or a Related Company (the "recipient")
(other than an employee of the recipient) pursuant to an agreement
between the recipient and any other person (the "leasing
organization") on a substantially full-time basis for a period of
at least one year, provided that such services are of a type
historically performed, in the business field of the recipient, by
employees.  An "excludable leased employee" means any leased
employee of the recipient who is covered by a money purchase
pension plan maintained by the leasing organization which provides
for (i) a nonintegrated employer contribution on behalf of each
participant in the plan equal to at least ten percent of
compensation, (ii) full and immediate vesting, and (iii) immediate
participation by employees of the leasing organization (other than
employees who perform substantially all of their services for the
leasing organization or whose compensation from the leasing
organization in each plan year during the four-year period ending
with the plan year is less than $1,000); provided, however, that
leased employees do not constitute more than 20 percent of the
recipient's nonhighly compensated work force.  For purposes of this
Section, contributions or benefits provided to a leased employee by
the leasing organization that are attributable to services
performed for the recipient shall be treated as provided by the
recipient.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>21.17&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Transferred Funds</FONT></H2>

If funds from another qualified plan are transferred or merged into
the Plan, such funds shall be held and administered in accordance
with any restrictions applicable to them under such other plan to
the extent required by law and shall be accounted for separately to
the extent necessary to accomplish the foregoing.

<BR><BR><BR>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ARTICLE XXII</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>TOP-HEAVY
PROVISIONS</FONT></H1>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>22.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Definitions</FONT></H2>

For purposes of this Article, the following terms have the
following meanings:
<BR><BR>
<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=4%>(a)</TD>
<TD WIDTH=96%>

The &#147;compensation&#148; of an employee means compensation as defined in
Section&#160;415 of the Code and regulations issued thereunder. In no event,
however, shall the compensation of a Participant taken into account under the
Plan for any Plan Year exceed (1)&#160;$200,000 for Plan Years beginning prior
to January&#160;1, 1994, or (2)&#160;$150,000 for Plan Years beginning on or
after January&#160;1, 1994 (subject to adjustment annually as provided in
Section 401(a)(17)(B) and Section&#160;415(d) of the Code; provided, however,
that the dollar increase in effect on January&#160;1 of any calendar year, if
any, is effective for Plan Years beginning in such calendar year). If the
compensation of a Participant is determined over a period of time that contains
fewer than 12 calendar months, then the annual compensation limitation described
above shall be adjusted with respect to that Participant by multiplying the
annual compensation limitation in effect for the Plan Year by a fraction the
numerator of which is the number of full months in the period and the
denominator of which is 12; provided, however, that no proration is required for
a Participant who is covered under the Plan for less than one full Plan Year if
the formula for allocations is based on Compensation for a period of at least 12
months. In determining the compensation, for purposes of applying the annual
compensation limitation described above, of a Participant who is a five-percent
owner or one of the ten Highly Compensated Employees receiving the greatest
compensation for the Plan Year, the compensation of the Participant&#146;s
spouse and of his lineal descendants who have not attained age 19 as of the
close of the Plan Year shall be included as compensation of the Participant for
the Plan Year. If as a result of applying the family aggregation rule described
in the preceding sentence the annual compensation limitation would be exceeded,
the limitation shall be prorated among the affected family members in proportion
to each member&#146;s compensation as determined prior to application of the
family aggregation rules.
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=4%>(b)</TD>
<TD WIDTH=96%>

The &#147;determination date&#148; with respect to any Plan Year means the last
day of the preceding Plan Year, except that the determination date with respect
to the first Plan Year of the Plan, shall mean the last day of such Plan Year.
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=4%>(c)</TD>
<TD WIDTH=96%>

A &#147;key employee&#148; means any Employee or former Employee who is a key
employee pursuant to the provisions of Section&#160;416(i)(1) of the Code and
any Beneficiary of such Employee or former Employee.
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=4%>(d)</TD>
<TD WIDTH=96%>

          A "non-key employee" means any Employee who is not a key
             employee.
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=4%>(e)</TD>
<TD WIDTH=96%>

A &#147;permissive aggregation group&#148; means those plans included in each
Employer&#146;s required aggregation group together with any other plan or plans
of the Employer, so long as the entire group of plans would continue to meet the
requirements of Sections&#160;401(a)(4) and 410 of the Code.
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=4%>(f)</TD>
<TD WIDTH=96%>

A &#147;required aggregation group&#148; means the group of tax-qualified plans
maintained by an Employer or a Related Company consisting of each plan in which
a key employee participates and each other plan that enables a plan in which a
key employee participates to meet the requirements of Section&#160;401(a)(4) or
Section&#160;410 of the Code, including any plan that terminated within the
five-year period ending on the relevant determination date.
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=4%>(g)</TD>
<TD WIDTH=96%>

A &#147;super top-heavy group&#148; with respect to a particular Plan Year means
a required or permissive aggregation group that, as of the determination date,
would qualify as a top-heavy group under the definition in paragraph&#160;(i) of
this Section with &#147;90 percent&#148; substituted for &#147;60 percent&#148;
each place where &#147;60 percent&#148; appears in the definition.
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=4%>(h)</TD>
<TD WIDTH=96%>

A &#147;super top-heavy plan&#148; with respect to a particular Plan Year means
a plan that, as of the determination date, would qualify as a top-heavy plan
under the definition in paragraph&#160;(j) of this Section with &#147;90
percent&#148; substituted for &#147;60 percent&#148; each place where &#147;60
percent&#148; appears in the definition. A plan is also a &#147;super top-heavy
plan&#148; if it is part of a super top-heavy group.
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=4%>(i)</TD>
<TD WIDTH=96%>

A &#147;top-heavy group&#148; with respect to a particular Plan Year means a
required or permissive aggregation group if the sum, as of the determination
date, of the present value of the cumulative accrued benefits for key employees
under all defined benefit plans included in such group and the aggregate of the
account balances of key employees under all defined contribution plans included
in such group exceeds 60 percent of a similar sum determined for all employees
covered by the plans included in such group.
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=4%>(j)</TD>
<TD WIDTH=96%>

A &#147;top-heavy plan&#148; with respect to a particular Plan Year means (i),
in the case of a defined contribution plan (including any simplified employee
pension plan), a plan for which, as of the determination date, the aggregate of
the
             accounts (within the meaning of Section 416(g) of the Code
             and the regulations and rulings thereunder) of key employees
             exceeds 60 percent of the aggregate of the accounts of all
             participants under the plan, with the accounts valued as of
             the relevant valuation date and increased for any
             distribution of an account balance made in the five-year
             period ending on the determination date, (ii), in the case
             of a defined benefit plan, a plan for which, as of the
             determination date, the present value of the cumulative
             accrued benefits payable under the plan (within the meaning
             of Section 416(g) of the Code and the regulations and
             rulings thereunder) to key employees exceeds 60 percent of
             the present value of the cumulative accrued benefits under
             the plan for all employees, with the present value of
             accrued benefits to be determined under the accrual method
             uniformly used under all plans maintained by an Employer or,
             if no such method exists, under the slowest accrual method
             permitted under the fractional accrual rate of Section
             411(b)(1)(C) of the Code and including the present value of
             any part of any accrued benefits distributed in the five-
             year period ending on the determination date, and (iii) any
             plan (including any simplified employee pension plan)
             included in a required aggregation group that is a top-heavy
             group.  For purposes of this paragraph, the accounts and
             accrued benefits of any employee who has not performed
             services for an Employer or a Related Company during the
             five-year period ending on the determination date shall be
             disregarded.  For purposes of this paragraph, the present
             value of cumulative accrued benefits under a defined benefit
             plan for purposes of top-heavy determinations shall be
             calculated using the actuarial assumptions otherwise
             employed under such plan, except that the same actuarial
             assumptions shall be used for all plans within a required or
             permissive aggregation group.  A Participant's interest in
             the Plan attributable to any Rollover Contributions, except
             Rollover Contributions made from a plan maintained by an
             Employer or a Related Company, shall not be considered in
             determining whether the Plan is top-heavy.  Notwithstanding
             the foregoing, if a plan is included in a required or
             permissive aggregation group that is not a top-heavy group,
             such plan shall not be a top-heavy plan.
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=4%>(k)</TD>
<TD WIDTH=96%>

The &#147;valuation date&#148; with respect to any determination date means the
most recent Valuation Date occurring within the 12-month period ending on the
determination date.

<BR><BR>
</TD>
</TR>
</TABLE>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>22.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Applicability</FONT></H2>

Notwithstanding any other provision of the Plan to the contrary,
the provisions of this Article shall be applicable during any Plan
Year in which the Plan is determined to be a top-heavy plan as
hereinafter defined.



<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>22.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Minimum
Employer Contribution</FONT></H2>

If the Plan is determined to be a top-heavy plan, the Employer
Contributions allocated to the Separate Account of each non-key
employee who is an Eligible Employee and who is employed by an
Employer or a Related Company on the last day of such top-heavy
Plan Year shall be no less than the lesser of (i) three percent of
his compensation or (ii) the largest percentage of compensation
that is allocated as an Employer Contribution and/or Tax-Deferred
Contribution for such Plan Year to the Separate Account of any key
employee; except that, in the event the Plan is part of a required
aggregation group, and the Plan enables a defined benefit plan
included in such group to meet the requirements of Section
401(a)(4) or 410 of the Code, the minimum allocation of Employer
Contributions to each such non-key employee shall be three percent
of the compensation of such non-key employee.  Any minimum
allocation to a non-key employee required by this Section shall be
made without regard to any social security contribution made on
behalf of the non-key employee, his number of hours of service, his
level of compensation, or whether he declined to make elective or
mandatory contributions.  Notwithstanding the minimum top-heavy
allocation requirements of this Section, if the Plan is a top-heavy
plan, each non-key employee who is an Eligible Employee and who is
employed by an Employer or a Related Company on the last day of a
top-heavy Plan Year and who is also covered under any other top-
heavy plan or plans of an Employer will receive the top-heavy
benefits provided under such other plan in lieu of the minimum top-
heavy allocation under the Plan.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
22.4         Adjustments to Section 415 Limitations</FONT></H2>

If the Plan is determined to be a top-heavy plan and an Employer
maintains a defined benefit plan covering some or all of the
Employees that are covered by the Plan, the defined benefit plan
fraction and the defined contribution plan fraction, described in
Article VII, shall be determined as provided in Section 415 of the
Code by substituting "1.0" for "1.25" each place where "1.25"
appears, except that such substitutions shall not be applied to the
Plan if (i) the Plan is not a super top-heavy plan, (ii) the
Employer Contribution for such top-heavy Plan Year for each non-key
employee who is to receive a minimum top-heavy benefit hereunder is
not less than four percent of such non-key employee's compensation,
and (iii) the minimum annual retirement benefit accrued by a
non-key employee who participates under one or more defined benefit
plans of an Employer or a Related Company for such top-heavy Plan
Year is not less than the lesser of three percent times years of
service with an Employer or a Related Company or thirty percent.

<BR><BR><BR>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ARTICLE XXIII</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>EFFECTIVE
DATE</FONT></H1>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>23.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Effective
Date of Amendment and Restatement</FONT></H2>

This amendment and restatement is effective as of July 1, 1995.<BR><BR>

<P ALIGN=CENTER>
*&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;*&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;*
</P>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                         EXECUTED AT Houston, Texas,
 this 6th day of June, 1995.

<BR><BR>
<TABLE WIDTH=100%>
<TR>
<TD WIDTH=50%>&nbsp;</TD>
<TD WIDTH=50%>

WAINOCO OIL &amp; GAS COMPANY<BR><BR>
By:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;George E. Aldrich<BR>
Title:&nbsp;&nbsp;&nbsp; Vice President
</TD>
</TR>
</TABLE>



<BR><BR><BR>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ADDENDUM</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Re:&nbsp; PLAN
LOANS</FONT></H1>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>01. Loans
Restricted to Eligible Employees</FONT></H2>

No loans shall be made to an Employee who makes a Rollover
Contribution in accordance with Article IV, but who is not an
Eligible Employee as provided in Article III.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>02. Minimum
Loan Amount</FONT></H2>

A Participant may not request a loan for less than $1,000.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>03. Maximum Number
of Outstanding Loans</FONT></H2>

A Participant with an outstanding loan may not apply for another
loan until the existing loan is paid in full and may not refinance
an existing loan or attain a second loan for the purpose of paying
off the existing loan; provided, however, that a home loan that is
used for purchasing a primary residence shall not be considered in
applying this limitation.  A Participant may not apply for more
than one loan during the Plan Year.
<BR><BR>
The provisions of this Section shall not apply to any loans made
prior to the effective date of this amendment and restatement;
provided, however, that a Participant may not apply for a new loan
hereunder, except a home loan as described above, until all
outstanding loans made to the Participant prior to the effective
date of this amendment and restatement have been paid in full.


<HR SIZE=1 NOSHADE>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
AMENDMENT TO THE</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>WAINOCO
RETIREMENT SAVINGS PLAN</FONT></H1>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         WHEREAS, the Wainoco Oil &amp; Gas Company (the "Sponsor") adopted the Wainoco
Retirement Savings Plan (the "Plan"), most recently amended and restated effective July 1, 1995;
and
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         WHEREAS, the Sponsor desires to amend the Plan;
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         NOW, THEREFORE, the Sponsor amends the Plan as follows effective June 1, 1996:
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         1.&nbsp;&nbsp;&nbsp;       Section 6.5 of the Plan shall be revised to add the following to the end thereof:
</P>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
The
Sponsor shall make a matching contribution to the Plan for the calendar quarter
ending March 31, 1996 (the &#147;1996 quarter&#148;) in an amount equal to the
percentage, determined by the Sponsor, in its discretion, for the 1996 quarter
made on behalf of its Employees during the 1996 quarter who are eligible to
participate in the allocation of matching contributions as determined under
Section 3.1 but who were terminated during the 1996 quarter in connection with
the corporate restructuring of the Sponsor. For purpose of this paragraph,
&#147;eligible Tax-Deferred Contributions&#148; with respect to an Employee mean
the Tax-Deferred Contributions made by or on his behalf for the 1996 quarter in
an amount up to, but not exceeding, the &#147;match level&#148;. For purposes of
this paragraph, the &#147;match level&#148; means 6 percent of an
Employee&#146;s Compensation for the 1996 quarter.</FONT></TD>
</TR>
</TABLE>
<BR>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         2. &nbsp;&nbsp;&nbsp;      Section 6.6 of the Plan shall be revised to add the following to the end thereof:
</P>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
The
matching contribution made by the Employer for the 1996 quarter on behalf of its
Employees during such quarter who are eligible to participate in the allocation
of matching contributions as determined under Section 3.1 but who were
terminated during the 1996 quarter in connection with the corporate
restructuring of the Sponsor shall be allocated among such Employees in an
amount equal to the percentage determined by the Sponsor of the &#147;eligible
Tax-Deferred Contributions&#148; made on his behalf for the 1996 quarter.</FONT></TD>
</TR>
</TABLE>
<BR>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         3.  &nbsp;&nbsp;&nbsp;     Article X is amended and restated in its entirety to read as follows:

</P>
<P ALIGN=CENTER><B>
                  ARTICLE X<BR>
                  DEPOSIT AND INVESTMENT OF CONTRIBUTIONS</B>
</P>
<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%>
                  10.1  &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;   Future Contribution Investment Elections<BR><BR>

                  Each Eligible Employee shall make an investment election in the manner and form prescribed by
                  the Administrator directing the manner in which his Rollover Contributions, Tax-Deferred
                  Contributions, and Employer Contributions shall be invested.  An Eligible Employee&#146;s investment
                  election shall specify the percentage, in the percentage increments prescribed by the
                  Administrator, of such contributions that shall be allocated to one or more of the Investment
                  Funds with the sum of such percentages equaling 100 percent.  The investment election by a
                  Participant shall remain in effect until his entire interest under the Plan is distributed or
                  forfeited in accordance with the provisions of the Plan or until he files a change of
                  investment election with the Administrator shall prescribe.  A Participant&#146;s change of
                  investment election may be made effective as of the date or dates prescribed by the
                  Administrator.
<BR><BR>
                  10.2 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;    Deposit of Contributions
<BR><BR>
                  All Rollover Contributions, Tax-Deferred Contributions, and Employer Contributions shall be
                  deposited in the Trust and allocated among the Investment Funds in accordance with the
                  Participant&#146;s currently effective investment election.  If no investment election is on file
                  with the Administrator at the time contributions are to be deposited to a Participant&#146;s
                  Separate Account, the Participant shall be notified and an investment election form shall be
                  provided to him.  Until such Participant shall make an effective election under this Section,
                  his contributions shall be allocated among the Investment Funds as directed by the
                  Administrator.
 <BR><BR>
                  10.3  &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;   Election to Transfer Between Funds
<BR><BR>
                  A Participant may elect to transfer investments of Rollover Contributions, Tax-Deferred
                  Contributions, and Employer Contributions from any Investment Fund to any other Investment
                  Fund.  The Participant&#146;s transfer election shall specify either (i) a percentage, in the
                  percentage increments prescribed by the Administrator, of the amount eligible for transfer,
                  which percentage may not exceed 100 percent, or (ii) a dollar amount that is to be
                  transferred.  Subject to any restrictions pertaining to a particular Investment Fund, a
                  Participant&#146;s transfer election may be made effective as of the date or dates prescribed by the
                  Administrator.
</TD>
</TR>
</TABLE>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         IN WITNESS WHEREOF, the Sponsor has executed this instrument this 1st day of June, 1996.
</P>
<BR><BR>
<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=50%>&nbsp;</TD>
<TD WIDTH=50%>



                                                     WAINOCO OIL &amp; GAS COMPANY<BR><BR>



                                                     By:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Julie H. Edwards<BR>
                                                     Title:&nbsp;&nbsp;&nbsp;Vice President<BR>
</TD>
</TR>
</TABLE>





<HR SIZE=1 NOSHADE>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
                                              AMENDMENT TO THE<BR>
                                        WAINOCO RETIREMENT SAVINGS PLAN AND<BR>
                                      THIRD AMENDMENT TO THE TRUST AGREEMENT</FONT></H1>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         WHEREAS, Wainoco Oil &amp; Gas Company, a wholly owned subsidiary of Frontier Oil
Corporation, (the "Sponsor") adopted the Wainoco Retirement Savings Plan, now known as
Frontier Retirement Savings Plan (the "Plan"), and the related Trust Agreement (the "Trust"),
most recently amended and restated effective May 1, 1998; and
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         WHEREAS, the Sponsor desires to amend the Plan and Trust;
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         NOW, THEREFORE, the Sponsor amends the Plan and Trust as follows, effective April
23, 1998:
</P>
<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=CENTER>1.</TD>
<TD WIDTH=90% ALIGN=LEFT>
                  All references to "Wainoco Retirement Savings Plan" throughout the Plan and
                  Trust shall be replaced with "Frontier Retirement Savings Plan".
</TD>
</TR>
</TABLE>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         IN WITNESS WHEREOF, the Sponsor has executed this instrument this 30th day of
November 1998.
</P>
<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=50%>

FIDELITY MANAGEMENT TRUST
COMPANY
<BR><BR>
By:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;      Bernadine C. Topazio  <BR>
Title: &nbsp;&nbsp;&nbsp;  Authorized Signature  <BR>
</TD>
<TD WIDTH=50%>
WAINOCO OIL &amp; GAS COMPANY  <BR><BR>


By:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;      Julie H. Edwards <PAGE>
Title:&nbsp;&nbsp;&nbsp;   Senior Vice President - Finance
         &amp; Chief Financial Officer   <BR>
</TD>
</TR>
</TABLE>

<HR SIZE=1 NOSHADE>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>

                                               AMENDMENT TO THE<BR>
                                        FRONTIER RETIREMENT SAVINGS PLAN AND<BR>
                                       FOURTH AMENDMENT TO THE TRUST AGREEMENT</font></h1>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         WHEREAS, Wainoco Oil &amp; Gas Company, the Sponsor desires to amend the Frontier Retirement Savings Plan
(the &#147;Plan&#148;) and Related Trust Agreement (the &#147;Trust&#148;);
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         NOW, THEREFORE, the Sponsor amends the Plan and Trust as follows, effective February 28, 1999, to amend
Article 4.2 of the Plan to increase tax deferred contributions from 13 percent to 15 percent of compensation.
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         IN WITNESS WHEREOF, the Sponsor has executed this instrument as of this 24th day of March, 1999.
</P>

<table width=100%>
<tr valign=top>
<td width=50%>

FIDELITY MANAGEMENT TRUST
COMPANY<BR><BR>


By:<BR>

Title:<BR>

</td>
<td width=50%>
 WAINOCO OIL &amp; GAS COMPANY        <BR><BR>




 By:   &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;   Julie H. Edwards   <BR>

 Title:  &nbsp;&nbsp;&nbsp; Senior Vice President - Finance &amp;
 Chief Executive Officer
</td>
</tr>
</TABLE>

<HR SIZE=1 NOSHADE>

            <H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
                                            AMENDMENT TO THE</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>FRONTIER
RETIREMENT SAVINGS PLAN</FONT></H1>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         WHEREAS, Wainoco Oil &amp; Gas Company (the "Sponsor") adopted the Frontier
Retirement Savings Plan, formerly known as the Wainoco Retirement Savings Plan (the "Plan"),
most recently amended and restated effective July 1, 1995; and
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         WHEREAS, the Sponsor desires to amend the Plan;
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         NOW, THEREFORE, the Sponsor amends the Plan as follows, effective February 28,
1999:
</P>
<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=10% ALIGN=CENTER>1.</TD>
<TD WIDTH=90% ALIGN=LEFT>
                Section 4.2 of the Plan shall be revised and restated to read, in its entirety, as
                  follows:<BR><BR>

</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%>
The
amount of Tax-Deferred Contributions to be made to the Plan on behalf of an
Eligible Employee by his Employer shall be an integral percentage of his
Compensation of not less than one percent nor more than 15 percent. In the event
an Eligible Employee elects to have his Employer make Tax-Deferred Contributions
on his behalf, his compensation shall be reduced for each payroll period by the
percentage he elects to have contributed on his behalf to the Plan in accordance
with the terms of his currently effective reduction authorization.
</TD>
</TR>
</TABLE>
<BR>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         IN WITNESS WHEREOF, the Sponsor has executed this instrument as of this 10th day of
September, 1999.
</P>
<BR><BR>
<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=50%>&nbsp;</TD>
<TD WIDTH=50%>

                                                     WAINOCO OIL &amp; GAS COMPANY<BR><BR>


                                                     By: &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;     Julie H. Edwards<BR>
                                                     Title: &nbsp;&nbsp;&nbsp;  Senior Vice President - Finance &amp; Chief
                                                              Executive Officer

</TD>
</TR>
</TABLE>

<HR SIZE=1 NOSHADE>



<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
AMENDMENT TO</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>FRONTIER
RETIREMENT SAVINGS PLAN</FONT></H1>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         WHEREAS, Frontier Oil Corporation (the "Sponsor") adopted the Frontier Retirement
Savings Plan f/k/a the Wainoco Retirement Savings Plan (the "Plan"), most recently amended and
restated effective July 1, 1995, and
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         WHEREAS, the Sponsor desires to amend the Plan;
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         NOW, THEREFORE, the Sponsor amends the Plan as follows, effective November 17,
1999:
</P>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
         1. &nbsp;&nbsp;&nbsp;      The definition of "Employee" in Section 1.1 of the Plan is amended and restated to
                  read in its entirety, as follows:

<BR><BR>

An
&#147;Employee&#148; means any employee of an Employer other than an employee
who is covered by a collective bargaining agreement that does not specifically
provide for coverage under the Plan or who is a nonresident alien who does not
receive United States source income; an employee whose terms of employment are
governed by a collective bargaining agreement between an Employer and the Paper,
Allied Industrial Chemical, and Energy Union, AFL-CIO Local 5-241 shall be
considered to be an Employee.
<BR>
<BR>

         2.  &nbsp;&nbsp;&nbsp;     The definition of "Employer" in Section 1.1 of the Plan is amended and restated to
                  read, in its entirety, as follows:<BR><BR>

                  An "Employer" means the Sponsor and any entity which has adopted the Plan as
                  may be provided under Article XX, including Frontier El Dorado Refining
                  Company.
</FONT></TD>
</TR>
</TABLE>
<BR>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         IN WITNESS WHEREOF, the Sponsor has executed this instrument this 29th day of
December, 1999.

</P>
<BR><BR>
<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=50%>&nbsp;</TD>
<TD WIDTH=50%>
                                                     FRONTIER OIL CORPORATION<BR><BR>


                                                     By: &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;     Julie H. Edwards<BR>
                                                     Title: &nbsp;&nbsp;&nbsp;  Senior Vice President - Finance &amp; Chief
                                                              Financial Officer

</TD>
</TR>
</TABLE>

<HR SIZE=1 NOSHADE>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
AMENDMENT TO</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>FRONTIER
RETIREMENT SAVINGS PLAN</FONT></H1>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         WHEREAS, Frontier Oil Corporation (the "Sponsor") adopted the Frontier Retirement
Savings Plan f/k/a Wainoco Retirement Savings Plan (the "Plan"), most recently amended and
restated effective July 1, 1995, and
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         WHEREAS, the Sponsor desires to amend the Plan;
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         NOW, THEREFORE, the Sponsor amends the Plan as follows, effective January 1, 2000:
</P>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
         1. &nbsp;&nbsp;&nbsp;      Section 6.2 of the Plan is amended and restated to read, in its entirety, as follows:<BR><BR>

                  6.2 &nbsp;&nbsp;&nbsp;Contribution Period<BR><BR>


The
Contribution Period for Profit-Sharing Contributions under the Plan shall be
each Plan Year. The Contribution Period for Matching Contributions under the
Plan shall be each calendar quarter.</FONT></TD>
</TR>
</TABLE>
<BR>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         IN WITNESS WHEREOF, the Sponsor had executed this instrument this 21st day of
December, 2000.
</P>
<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=50%>&nbsp;</TD>
<TD WIDTH=50%>
                                                     FRONTIER OIL CORPORATION<BR><BR>


                                                     By: &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;     Julie H. Edwards<BR>
                                                     Title:&nbsp;&nbsp;&nbsp;   Executive Vice President - Finance &amp;
                                                              Administration
</TD>
</TR>
</TABLE>
<BR>

<HR SIZE=1 NOSHADE>

<P ALIGN=CENTER><B>
                                              AMENDMENT TO<BR>
                                         FRONTIER RETIREMENT SAVINGS PLAN</B>
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         WHEREAS, Frontier Oil Corporation (the "Sponsor") adopted the Frontier Retirement Savings Plan f/k/a
Wainoco Retirement Savings Plan (the "Plan"), most recently amended and restated effective July 1, 1995, and
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         WHEREAS, the Sponsor desires to amend the Plan;
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         NOW, THEREFORE, the Sponsor amends the Plan as follows, effective May 1, 2001:
</P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>1.</TD>
<TD WIDTH=95%>

       Section 6.8 of the Plan is amended and restated to read, in its entirety, as follows:<BR><BR>

         6.8  &nbsp;&nbsp;&nbsp;    Payment of Employer Contributions<BR><BR>

         Employer Contributions made for a Contribution Period shall be paid in cash or in qualifying employer
         securities, as defined in Section 407(d)(5) of ERISA, to the Trustee within the period of time required
         under the Code in order for the contribution to be deductible by the Employer in determining its Federal
         income taxes for the Plan Year.
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=5%>2.</TD>
<TD WIDTH=95%>

      Section 8.1 of the Plan is amended by adding the following sentence to the end thereof:<BR><BR>

         The General Fund may be invested in whole or in part in equity securities issued by an Employer or a
         Related Company that are publicly traded and are "qualifying employer securities" as defined in Section
         407(d)(5) of ERISA.
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=5%>3.</TD>
<TD WIDTH=95%>

       Section 8.2 of the Plan is amended by adding the following paragraph to the end thereof:<BR><BR>

         The Sponsor may determine to offer one or more Investment Funds that are invested in whole or in part in
         equity securities issued by an Employer or a Related Company that are publicly traded and are
         "qualifying employer securities" as defined in Section 407(d)(5) of ERISA.
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=5%>4.</TD>
<TD WIDTH=95%>
               The first sentence of Section 10.2 of the Plan is amended to read as follows:<BR><BR>

         All Rollover Contributions, Tax-Deferred Contributions and Employer Contributions shall be deposited in
         the Trust and allocated among the Investment Funds in accordance with the Participant's currently
         effective investment election; provided, however, that any contributions made to the Plan in qualifying
         employer securities shall be allocated to the Employer securities Investment Fund established by the
         Sponsor, pending directions to the Administrator regarding their future investment.

 <BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=5%>5.</TD>
<TD WIDTH=95%>



               Section 10.3 of the Plan is amended by adding the following paragraph to the end thereof:<BR><BR>

         Notwithstanding any provision hereof to the contrary, if a Participant elects to transfer an amount out
         of the Employer securities Investment Fund, he will not be permitted to transfer any amounts into the
         Employer securities Investment Fund for a period of 30 days from the date of the transfer.  Furthermore,
         a Participant may not transfer amounts into the Employer securities Investment Fund if such transfer
         would result in the Participant having more than 25% of his Account invested in the Employer securities
         Investment Fund.
 <BR><BR>
</TD>
</TR>
</TABLE>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         IN WITNESS WHEREOF, the Sponsor has executed this instrument this 19th day of April,
         2001.
</P>
<BR><BR>
<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=50%>&nbsp;</TD>
<TD WIDTH=50%>

                                            FRONTIER OIL CORPORATION<BR><BR>



                                            By:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  Julie H. Edwards<BR>
                                                     Title:&nbsp;&nbsp;&nbsp; Executive Vice President - Finance &amp;
                                                              Administration



</TD>
</TR>
</TABLE>

<HR SIZE=1 NOSHADE>

<P ALIGN=RIGHT>
                                                                                                 Exhibit 99.2&nbsp;&nbsp;

</P>

<BR><BR><BR><BR><BR>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>FRONTIER OIL
CORPORATION AND SUBSIDIARIES</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>COLLECTIVELY BARGAINED
EMPLOYEES RETIREMENT</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>SAVINGS PLAN</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>(July 1,
1995 Restatement)</FONT></H1>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=80%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
<B>Fidelity
Management Trust Company, its affiliates and employees may not provide you with
</B> <B>legal or tax advice in connection with the execution of this document.
It should be </B> <B>reviewed by your attorney and/or accountant prior to
execution.</B></FONT></TD>
<TD WIDTH=10%>&nbsp;</TD>
</TR>
</TABLE>
<BR>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>CORPORATEplan
for RETIREMENT<SUP>SM</SUP></FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>VOLUME
SUBMITTER</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>PLAN
DOCUMENT SYSTEMS<SUP>TM</SUP></FONT></H1>









<PRE>
                                            TABLE OF CONTENTS


                                                PREAMBLE

                                                ARTICLE I
                                               DEFINITIONS

       1.1         Plan Definitions..........................................................  2
       1.2         Interpretation............................................................  7

                                               ARTICLE II
                                                 SERVICE

       2.1         Definitions...............................................................  8
       2.2         Crediting of Hours of Service.............................................  8
       2.3         Hours of Service Equivalencies............................................  9
       2.4         Limitations on Crediting of Hours of Service.............................. 10
       2.5         Department of Labor Rules................................................. 11
       2.6         Years of Eligibility Service.............................................. 11
       2.7         Years of Vesting Service.................................................. 11
       2.8         Crediting of Service on Transfer or Amendment............................. 11

                                               ARTICLE III
                                               ELIGIBILITY

       3.1         Eligibility............................................................... 13
       3.2         Transfers of Employment................................................... 13
       3.3         Reemployment.............................................................. 13
       3.4         Notification Concerning New Eligible Employees............................ 13
       3.5         Effect and Duration....................................................... 13

                                               ARTICLE IV
                                       TAX-DEFERRED CONTRIBUTIONS

       4.1         Tax-Deferred Contributions................................................ 14
       4.2         Amount of Tax-Deferred Contributions....................................... 14
       4.3         Changes in Reduction Authorization........................................ 14
       4.4         Suspension of Tax-Deferred Contributions.................................. 15
       4.5         Resumption of Tax-Deferred Contributions.................................. 15
       4.6         Delivery of Tax-Deferred Contributions.................................... 15
       4.7         Vesting of Tax-Deferred Contributions..................................... 15

                                                ARTICLE V
                                  AFTER-TAX AND ROLLOVER CONTRIBUTIONS

       5.1         No AfterTax Contributions................................................. 16
       5.2         Rollover Contributions.................................................... 16
       5.3         Vesting of Rollover Contributions......................................... 16

                                               ARTICLE VI
                                         EMPLOYER CONTRIBUTIONS

       6.1         Definitions............................................................... 17
       6.2         Contribution Period....................................................... 17
       6.3         ProfitSharing Contributions............................................... 17
       6.4         Allocation of ProfitSharing Contributions................................. 17
       6.5         Matching Contributions.................................................... 17
       6.6         Allocation of Matching Contributions...................................... 18
       6.7         Verification of Amount of Employer Contributions by the Sponsor........... 18
       6.8         Payment of Employer Contributions......................................... 18
       6.9         Eligibility to Participate in Allocation.................................. 18
       6.10        Vesting of Employer Contributions......................................... 19
       6.11        Election of Former Vesting Schedule....................................... 19

                                               ARTICLE VII
                                      LIMITATIONS ON CONTRIBUTIONS

       7.1         Definitions............................................................... 20
       7.2         Code Section 402(g) Limit................................................. 23
       7.3         Limitation on Tax-Deferred Contributions of Highly Compensated Employees... 24
       7.4         Distribution of Excess Tax-Deferred Contributions.......................... 25
       7.5         Limitation on Matching Contributions of Highly Compensated Employees...... 26
       7.6         Distribution of Excess Contributions...................................... 27
       7.7         Multiple Use Limitation................................................... 28
       7.8         Determination of Income or Loss........................................... 28
       7.9         Code Section 415 Limitations on Crediting of Contributions and Forfeitures 28
       7.10        Coverage Under Other Qualified Defined Contribution Plan.................. 29
       7.11        Coverage Under Qualified Defined Benefit Plan............................. 30
       7.12        Scope of Limitations...................................................... 30

                                              ARTICLE VIII
                                    TRUST FUNDS AND SEPARATE ACCOUNTS

       8.1         General Fund.............................................................. 31
       8.2         Investment Funds.......................................................... 31
       8.3         Loan Investment Fund...................................................... 31
       8.4         Appointment of Investment Managers........................................ 31
       8.5         Income on Trust........................................................... 31
       8.6         Separate Accounts......................................................... 32
       8.7         Sub-Accounts.............................................................. 32

                                               ARTICLE IX
                                        LIFE INSURANCE CONTRACTS

       9.1         No Life Insurance Contracts............................................... 33

                                                ARTICLE X
                                 DEPOSIT AND INVESTMENT OF CONTRIBUTIONS

       10.1        Future Contribution Investment Elections.................................. 34
       10.2        Deposit of Contributions.................................................. 34
       10.3        Election to Transfer Between Funds........................................ 34
       10.4        404(c) Plan............................................................... 35

                                               ARTICLE XI
                                 CREDITING AND VALUING SEPARATE ACCOUNTS

       11.1        Crediting Separate Accounts............................................... 36
       11.2        Valuing Separate Accounts................................................. 36
       11.3        Plan Valuation Procedures................................................. 36
       11.4        Finality of Determinations................................................ 37
       11.5        Notification.............................................................. 37

                                               ARTICLE XII
                                                  LOANS

       12.1        Application for Loan...................................................... 38
       12.2        Reduction of Account Upon Distribution.................................... 38
       12.3        Requirements to Prevent a Taxable Distribution............................ 39
       12.4        Administration of Loan Investment Fund.................................... 39
       12.5        Default................................................................... 40
       12.6        Loans Granted Prior to October 19, 1989................................... 40

                                              ARTICLE XIII
                                       WITHDRAWALS WHILE EMPLOYED

       13.1        Withdrawals of Rollover Contributions..................................... 41
       13.2        Withdrawals of Employer Contributions..................................... 41
       13.3        Withdrawals of Tax-Deferred Contributions.................................. 41
       13.4        Limitations on Withdrawals Other than Hardship Withdrawals................ 41
       13.5        Order of Withdrawal from a Participant's Sub-Accounts...................... 42
       13.6        Conditions and Limitations on Hardship Withdrawals........................ 42

                                               ARTICLE XIV
                              TERMINATION OF EMPLOYMENT AND SETTLEMENT DATE

       14.1        Termination of Employment and Settlement Date............................. 44

                                               ARTICLE XV
                                              DISTRIBUTIONS

       15.1        Distributions to Participants............................................. 45
       15.2        Distributions to Beneficiaries............................................ 45
       15.3        Cash Outs and Participant Consent......................................... 46
       15.4        Required Commencement of Distribution..................................... 46
       15.5        Reemployment of a Participant............................................. 47
       15.6        Restrictions on Alienation................................................ 47
       15.7        Facility of Payment....................................................... 47
       15.8        Inability to Locate Payee................................................. 48
       15.9        Distribution Pursuant to Qualified Domestic Relations Orders.............. 48

                                               ARTICLE XVI
                                             FORM OF PAYMENT

       16.1        Normal Form of Payment.................................................... 49
       16.2        Optional Form of Payment.................................................. 49
       16.3        Change of Option Election................................................. 49
       16.4        Direct Rollover........................................................... 49
       16.5        Notice Regarding Forms of Payment......................................... 50
       16.6        Reemployment.............................................................. 51

                                              ARTICLE XVII
                                              BENEFICIARIES

       17.1        Designation of Beneficiary................................................ 52
       17.2        Spousal Consent Requirements.............................................. 52

                                              ARTICLE XVIII
                                             ADMINISTRATION

       18.1        Authority of the Sponsor.................................................. 53
       18.2        Action of the Sponsor..................................................... 53
       18.3        Claims Review Procedure................................................... 54
       18.4        Qualified Domestic Relations Orders....................................... 55
       18.5        Indemnification........................................................... 55
       18.6        Actions Binding........................................................... 55

                                               ARTICLE XIX
                                        AMENDMENT AND TERMINATION

       19.1        Amendment................................................................. 56
       19.2        Limitation on Amendment................................................... 56
       19.3        Termination............................................................... 56
       19.4        Reorganization............................................................ 58
       19.5        Withdrawal of an Employer................................................. 58

                                               ARTICLE XX
                                       ADOPTION BY OTHER EMPLOYERS

       20.1        Adoption by Related Companies............................................. 60
       20.2        Effective Plan Provisions................................................. 60

                                               ARTICLE XXI
                                        MISCELLANEOUS PROVISIONS

       21.1        No Commitment as to Employment............................................ 61
       21.2        Benefits.................................................................. 61
       21.3        No Guarantees............................................................. 61
       21.4        Expenses.................................................................. 61
       21.5        Precedent................................................................. 61
       21.6        Duty to Furnish Information............................................... 61
       21.7        Withholding............................................................... 62
       21.8        Merger, Consolidation, or Transfer of Plan Assets......................... 62
       21.9        Back Pay Awards........................................................... 62
       21.10       Condition on Employer Contributions....................................... 63
       21.11       Return of Contributions to an Employer.................................... 63
       21.12       Validity of Plan.......................................................... 63
       21.13       Trust Agreement........................................................... 63
       21.14       Parties Bound............................................................. 64
       21.15       Application of Certain Plan Provisions.................................... 64
       21.16       Leased Employees.......................................................... 64
       21.17       Transferred Funds......................................................... 65

                                              ARTICLE XXII
                                          TOP-HEAVY PROVISIONS

       22.1        Applicability............................................................. 66

                                              ARTICLE XXIII
                                             EFFECTIVE DATE

       23.1        Effective Date of Amendment and Restatement............................... 67

                                                 ADDENDUM
                                             Re:  PLAN LOANS

       01.         Loans Restricted to Eligible Employees.................................... 68
       02.         Minimum Loan Amount....................................................... 68
       03.         Maximum Number of Outstanding Loans....................................... 68

</PRE>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>PREAMBLE</FONT></H1>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>The Frontier Oil
Corporation and Subsidiaries Collectively Bargained Employees Retirement Savings
Plan, originally effective as of January 1, 1987, is hereby amended and restated
in its entirety. The Plan, as amended and restated hereby, is intended to
qualify as a profitsharing plan under Section 401(a) of the Code, and includes a
cash or deferred arrangement that is intended to qualify under Section 401(k) of
the Code. The Plan is maintained for the exclusive benefit of eligible employees
and their beneficiaries. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Notwithstanding any other
provision of the Plan to the contrary, a Participant&#146;s vested interest in
his Separate Account under the Plan on and after the effective date of this
amendment and restatement shall be not less than his vested interest in his
account on the day immediately preceding the effective date. In addition,
notwithstanding any other provision of the Plan to the contrary, the forms of
payment and other Plan provisions that were available under the Plan immediately
prior to the later of the effective date of this amendment and restatement or
the date this amendment and restatement is adopted and that may not be
eliminated under Section 411(d)(6) of the Code shall continue to be available to
Participants who had an account under the Plan on the day immediately preceding
the later of the effective date or the date this amendment and restatement is
adopted. </FONT></P>


<BR><BR><BR>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ARTICLE I</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>DEFINITIONS</FONT></H1>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>1.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Plan
Definitions</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>As used herein, the
following words and phrases have the meanings hereinafter set forth, unless a
different meaning is plainly required by the context: </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>The
&#147;<B>Administrator</B>&#148; means the Sponsor unless the Sponsor designates
another person or persons to act as such. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>An &#147;<B>AfterTax
Contribution</B>&#148; means any aftertax employee contribution made by a
Participant as may be permitted under Article V. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>The
&#147;<B>Beneficiary</B>&#148; of a Participant means the person or persons
entitled under the provisions of the Plan to receive distribution hereunder in
the event the Participant dies before receiving distribution of his entire
interest under the Plan. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>The &#147;<B>Code</B>&#148;
means the Internal Revenue Code of 1986, as amended from time to time. Reference
to a section of the Code includes such section and any comparable section or
sections of any future legislation that amends, supplements, or supersedes such
section. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>The
&#147;<B>Compensation</B>&#148; of a Participant for any period means the wages
as defined in Section 3401(a) of the Code, determined without regard to any
rules that limit compensation included in wages based on the nature or location
of the employment or services performed, and all other payments made to him for
such period for services as an Employee for which his Employer is required to
furnish the Participant a written statement under Sections 6041(d) and
6051(a)(3) of the Code, and excluding reimbursements or other expense
allowances, fringe benefits, moving expenses, deferred compensation, and welfare
benefits, but determined prior to any exclusions for Tax-Deferred Contributions
or amounts deferred under Section 125, 402(e)(3), 402(h), 403(b), or 457(b) of
the Code. </FONT></P>

Notwithstanding the foregoing, Compensation shall not include the following:<BR><BR>

<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=5%>*</TD>
<TD WIDTH=95%>
   bonuses.<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=5%>*</TD>
<TD WIDTH=95%>

    commissions.<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=5%>*</TD>
<TD WIDTH=95%>

     the value of any qualified or non-qualified stock option granted to the
Participant by his Employer to the extent such value is includible in the
Participant&#146;s taxable income. <BR>
</TD>
</TR>
</TABLE>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>In no event, however, shall
the Compensation of a Participant taken into account under the Plan for any Plan
Year exceed (1)&#160;$200,000 for Plan Years beginning prior to January 1, 1994,
or (2) $150,000 for Plan Years beginning on or after January 1, 1994 (subject to
adjustment annually as provided in Section 401(a)(17)(B) and Section 415(d) of
the Code; provided, however, that the dollar increase in effect on January 1 of
any calendar year, if any, is effective for Plan Years beginning in such
calendar year). If the Compensation of a Participant is determined over a period
of time that contains fewer than 12 calendar months, then the annual
compensation limitation described above shall be adjusted with respect to that
Participant by multiplying the annual compensation limitation in effect for the
Plan Year by a fraction the numerator of which is the number of full months in
the period and the denominator of which is 12; provided, however, that no
proration is required for a Participant who is covered under the Plan for less
than one full Plan Year if the formula for allocations is based on Compensation
for a period of at least 12 months. In determining the Compensation, for
purposes of applying the annual compensation limitation described above, of a
Participant who is a five percent owner or among the ten Highly Compensated
Employees receiving the greatest Compensation for the Plan Year, the
Compensation of the Participant&#146;s spouse and of his lineal descendants who
have not attained age 19 as of the close of the Plan Year shall be included as
Compensation of the Participant for the Plan Year. If as a result of applying
the family aggregation rule described in the preceding sentence the annual
compensation limitation would be exceeded, the limitation shall be prorated
among the affected family members in proportion to each member&#146;s
Compensation as determined prior to application of the family aggregation rules. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>A &#147;<B>Contribution
Period</B>&#148; means the period specified in Article&#160;VI for which
Employer Contributions shall be made. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>An &#147;<B>Eligible
Employee</B>&#148; means any Employee who has met the eligibility requirements
of Article III to have Tax-Deferred Contributions made to the Plan on his behalf. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>The &#147;<B>Eligibility
Service</B>&#148; of an employee means the period or periods of service credited
to him under the provisions of Article II for purposes of determining his
eligibility to participate in the Plan as may be required under Article III or
Article VI. </FONT></P>



<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>An
&#147;<B>Employee</B>&#148; means any employee of an Employer who is covered by
a collective bargaining agreement with the Employer that provides for
participation in the Plan. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>An
&#147;<B>Employer</B>&#148; means the Sponsor and any entity which has adopted
the Plan as may be provided under Article XX. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>An &#147;<B>Employer
Contribution</B>&#148; means the amount, if any, that an Employer contributes to
the Plan as may be provided under Article&#160;VI or Article XXII. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>An &#147;<B>Enrollment
Date</B>&#148; means the first day of each calendar month of the Plan Year. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>&#147;<B>ERISA</B>&#148;
means the Employee Retirement Income Security Act of 1974, as amended from time
to time. Reference to a section of ERISA includes such section and any
comparable section or sections of any future legislation that amends,
supplements, or supersedes such section. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>The &#147;<B>General
Fund</B>&#148; means a Trust Fund established by the Trustee as required to hold
and administer any assets of the Trust that are not allocated among any separate
Investment Funds as may be provided in the Plan or the Trust Agreement. No
General Fund shall be established if all assets of the Trust are allocated among
separate Investment Funds. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>A &#147;<B>Highly
Compensated Employee</B>&#148; means an Employee or former Employee who is a
highly compensated active employee or highly compensated former employee as
defined hereunder. </FONT></P>



<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>A &#147;highly compensated
active employee&#148; includes any Employee who performs services for an
Employer during the determination year and who (i) was a five percent owner at
any time during the determination year or the look back year, (ii) received
compensation from an Employer during the look back year in excess of $75,000
(subject to adjustment annually at the same time and in the same manner as under
Section 415(d) of the Code), (iii) was in the top paid group of employees for
the look back year and received compensation from an Employer during the look
back year in excess of $50,000 (subject to adjustment annually at the same time
and in the same manner as under Section 415(d) of the Code), (iv) was an officer
of an Employer during the look back year and received compensation during that
year in excess of 50 percent of the dollar limitation in effect for that year
under Section 415(b)(1)(A) of the Code or, if no officer received compensation
in excess of that amount for the look back year or the determination year,
received the greatest compensation for the look back year of any officer, or (v)
was one of the 100 employees paid the greatest compensation by an Employer for
the determination year and would be described in (ii), (iii), or (iv) above if
the term &#147;determination year&#148; were substituted for &#147;look back
year&#148;. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>A &#147;highly compensated
former employee&#148; includes any Employee who separated from service from an
Employer and all Related Companies (or is deemed to have separated from service
from an Employer and all Related Companies) prior to the determination year,
performed no services for an Employer during the determination year, and was a
highly compensated active employee for either the separation year or any
determination year ending on or after the date the Employee attains age 55. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>The determination of who is
a Highly Compensated Employee hereunder, including determinations as to the
number and identity of employees in the top paid group, the 100 employees
receiving the greatest compensation from an Employer, the number of employees
treated as officers, and the compensation considered, shall be made in
accordance with the provisions of Section&#160;414(q) of the Code and
regulations issued thereunder. For purposes of this definition, the following
terms have the&#160;following meanings: </FONT></P>

<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=5%>(a)</TD>
<TD WIDTH=95%>


The &#147;determination year&#148; means the Plan Year or, if the Administrator
makes the election provided in paragraph (b) below, the period of time, if any,
which extends beyond the look back year and ends on the last day of the Plan
Year for which testing is being performed (the &#147;lag period&#148;). If the
lag period is less than 12 months long, the dollar amounts specified in (ii),
(iii), and (iv) above shall be prorated based upon the number of months in the
lag period. <BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=5%>(b)</TD>
<TD WIDTH=95%>


The &#147;look back year&#148; means the 12-month period immediately preceding
the determination year; provided, however, that the Administrator may elect
instead to treat the calendar year ending with or within the determination year
as the &#147;look back year&#148;. <BR><BR>
</TD>
</TR>
</TABLE>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>An &#147;<B>Hour of
Service</B>&#148; with respect to a person means each hour, if any, that may be
credited to him in accordance with the provisions of Article&#160;II. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>An &#147;<B>Investment
Fund</B>&#148; means any separate investment Trust Fund established from time to
time by the Trustee as may be provided in the Plan or the Trust Agreement or any
separate investment fund maintained by the Trustee, to the extent that there are
Participant Sub-Accounts under such funds, to which assets of the Trust may be
allocated and separately invested. </FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
The &#147;<B>Normal Retirement Date</B>&#148; of an employee means the date he attains age 65.
</FONT></P>
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
A &#147;<B>Participant</B>&#148; means any person who has a Separate Account in the Trust.
</FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>The &#147;<B>Plan</B>&#148;
means the Frontier Oil Corporation and Subsidiaries Collectively Bargained
Employees Retirement Savings Plan, as from time to time in effect. </FONT></P>
<P>
A &#147;<B>Plan Year</B>&#148; means the 12consecutivemonth period ending December 31.
</P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>A &#147;<B>Related
Company</B>&#148; means any corporation or business, other than an Employer,
which would be aggregated with an Employer for a relevant purpose under
Section&#160;414 of the Code. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>A &#147;<B>Rollover
Contribution</B>&#148; means any rollover contribution to the Plan made by a
Participant as may be permitted under Article&#160;V. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>A &#147;<B>Separate
Account</B>&#148; means the account maintained by the Trustee in the name of a
Participant that reflects his interest in the Trust and any Sub-Accounts
established thereunder, as provided in Article VIII. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>The &#147;<B>Settlement
Date</B>&#148; of a Participant means the date on which a Participant&#146;s
interest under the Plan becomes distributable in accordance with Article XV. </FONT></P>

<P>
The &#147;<B>Sponsor</B>&#148; means Frontier Oil Corporation, and any successor thereto.
</P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>A
&#147;<B>Sub-Account</B>&#148; means any of the individual sub-accounts of a
Participant&#146;s Separate Account that is maintained as provided in Article
VIII. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>A &#147;<B>Tax-Deferred
Contribution</B>&#148; means the amount contributed to the Plan on a
Participant&#146;s behalf by his Employer in accordance with his reduction
authorization executed pursuant to Article IV. </FONT></P>

<P>
The &#147;<B>Trust</B>&#148; means the trust maintained by the Trustee under the Trust Agreement.
</P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>The &#147;<B>Trust
Agreement</B>&#148; means the agreement entered into between the Sponsor and the
Trustee relating to the holding, investment, and reinvestment of the assets of
the Plan, together with all amendments thereto and shall include any agreement
establishing a custodial account, an annuity contract, or an insurance contract
(other than a life, health or accident, property, casualty, or liability
insurance contract) for the investment of assets if the custodial account or
contract would, except for the fact that it is not a trust, constitute a
qualified trust under Section 401 of the Code. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>The
&#147;<B>Trustee</B>&#148; means the trustee or any successor trustee which at
the time shall be designated, qualified, and acting under the Trust Agreement
and shall include any insurance company that issues an annuity or insurance
contract pursuant to the Trust Agreement or any person holding assets in a
custodial account pursuant to the Trust Agreement. </FONT></P>

<P>
A &#147;<B>Trust Fund</B>&#148; means any fund established under the Trust by the Trustee.
</P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>A &#147;<B>Valuation
Date</B>&#148; means the date or dates designated by the Sponsor and
communicated in writing to the Trustee for the purpose of valuing the General
Fund and each Investment Fund and adjusting Separate Accounts and Sub-Accounts
hereunder, which dates need not be uniform with respect to the General Fund,
each Investment Fund, Separate Account, or Sub-Account; provided, however, that
the General Fund and each Investment Fund shall be valued and each Separate
Account and Sub-Account shall be adjusted no less often than once annually. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>The &#147;<B>Vesting
Service</B>&#148; of an employee means the period or periods of service credited
to him under the provisions of Article II for purposes of determining his vested
interest in his Employer Contributions Sub-Account, if Employer Contributions are
provided for under either Article VI or Article XXII. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>1.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Interpretation</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Where required by the
context, the noun, verb, adjective, and adverb forms of each defined term shall
include any of its other forms. Wherever used herein, the masculine pronoun
shall include the feminine, the singular shall include the plural, and the
plural shall include the singular. </FONT></P>

<BR><BR><BR>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ARTICLE II</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>SERVICE</FONT></H1>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>2.1 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Definitions</FONT></H2>

For purposes of this Article, the following terms have the following meanings.<BR><BR>

<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=5%>(a)</TD>
<TD WIDTH=95%>

A &#147;break in service&#148; means any computation period during which a
person completes less than 501 Hours of Service except that no person shall
incur a break in service solely by reason of temporary absence from work not
exceeding 12 months resulting from illness, layoff, or other cause if authorized
in advance by an Employer or a Related Company pursuant to its uniform leave
policy, if his employment shall not otherwise be terminated during the period of
such absence.
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=5%>(b)</TD>
<TD WIDTH=95%>

A &#147;computation period&#148; for purposes of determining an employee&#146;s
years of Eligibility Service means (i) the 6consecutivemonth period beginning on
the first date he completes an Hour of Service, (ii) the six-month period
beginning on the date that is six months after the date in (i), and (iii) each
6-consecutivemonth period beginning on an anniversary of a date under (i) or
(ii).
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=5%>(c)</TD>
<TD WIDTH=95%>

A &#147;maternity/paternity absence&#148; means a person&#146;s absence from
employment with an Employer or a Related Company because of the person&#146;s
pregnancy, the birth of the person&#146;s child, the placement of a child with
the person in connection with the person&#146;s adoption of the child, or the
caring for the person&#146;s child immediately following the child&#146;s birth
or adoption. A person&#146;s absence from employment will not be considered a
maternity/paternity absence unless the person furnishes the Administrator such
timely information as may reasonably be required to establish that the absence
was for one of the purposes enumerated in this paragraph and to establish the
number of days of absence attributable to such purpose.
<BR><BR>
</TD>
</TR>
</TABLE>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>2.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Crediting
of Hours of Service</FONT></H2>

A person shall be credited with an Hour of Service for:<BR><BR>
<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=5%>(a)</TD>
<TD WIDTH=95%>

each hour for which he is paid, or entitled to payment, for the performance of
duties for an Employer or a Related Company during the applicable computation
period; provided, however, that hours compensated at a premium rate shall be
treated as straighttime hours;

<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=5%>(b)</TD>
<TD WIDTH=95%>


subject to the provisions of Section 2.4, each hour for which he is paid, or
entitled to payment, by an Employer or a Related Company on account of a period
of time during which no duties are performed (irrespective of whether the
employment relationship has terminated) due to vacation, holiday, illness,
incapacity (including disability), layoff, jury duty, military duty, or leave of
absence;
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=5%>(c)</TD>
<TD WIDTH=95%>


each hour for which he would have been scheduled to work for an Employer or a
Related Company during the period that he is absent from work because of service
with the armed forces of the United States provided he is eligible for
reemployment rights under Federal law and returns to work with an Employer or a
Related Company within the period during which he retains such reemployment
rights; and
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=5%>(d)</TD>
<TD WIDTH=95%>


each hour for which back pay, irrespective of mitigation of damages, is either
awarded or agreed to by an Employer or a Related Company; provided, however,
that the same Hour of Service shall not be credited both under paragraph (a) or
(b) or (c) of this Section, as the case may be, and under this paragraph (d);
and provided, further, that the crediting of Hours of Service for back pay
awarded or agreed to with respect to periods described in such paragraph (b)
shall be subject to the limitations set forth therein and in Section 2.4.
<BR><BR>
</TD>
</TR>
</TABLE>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Notwithstanding the
foregoing and solely for purposes of determining whether a person who is on a
maternity/paternity absence beginning on or after the first day of the first
Plan Year that commences on or after January 1, 1985, has incurred a break in
service, Hours of Service shall include those hours with which such person would
otherwise have been credited but for such maternity/paternity absence, or shall
include eight Hours of Service for each day of maternity/paternity absence if
the actual hours to be credited cannot be determined; except that not more than
501 hours are to be credited by reason of any maternity/paternity absence. Any
hours included as Hours of Service pursuant to the immediately preceding
sentence shall be credited to the computation period in which the absence from
employment begins, if such person otherwise would incur a break in service in
such computation period, or, in any other case, to the immediately following
computation period. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>2.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Hours of
Service Equivalencies</FONT></H2>




<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Notwithstanding any other
provision of the Plan to the contrary, an Employer may elect to credit Hours of
Service to its employees under Section 2.2 in accordance with one of the
following equivalencies, and if an Employer does not maintain records that
accurately reflect actual hours of service such Employer shall credit Hours of
Service to its employees under Section 2.2 in accordance with one of the
following equivalencies: </FONT></P>

<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=5%>(a)</TD>
<TD WIDTH=95%>


If the Employer maintains its records on the basis of days worked, an employee
shall be credited with 10 Hours of Service for each day on which he performs an
Hour of Service.
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=5%>(b)</TD>
<TD WIDTH=95%>

If the Employer maintains its records on the basis of weeks worked, an employee
shall be credited with 45 Hours of Service for each week in which he performs an
Hour of Service.
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=5%>(c)</TD>
<TD WIDTH=95%>


If the Employer maintains its records on the basis of semi-monthly payroll
periods, an employee shall be credited with 95 Hours of Service for each
semi-monthly payroll period in which he performs an Hour of Service.
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=5%>(d)</TD>
<TD WIDTH=95%>


If the Employer maintains its records on the basis of months worked, an employee
shall be credited with 190 Hours of Service for each month in which he performs
an Hour of Service.
<BR><BR>
</TD>
</TR>
</TABLE>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>2.4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Limitations on Crediting of Hours of Service</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>In the application of the
provisions of paragraph (b) of Section 2.2, the following shall apply: </FONT></P>

<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=5%>(a)</TD>
<TD WIDTH=95%>

An hour for which a person is directly or indirectly paid, or entitled to
payment, on account of a period during which no duties are performed shall not
be credited to him if such payment is made or due under a plan maintained solely
for the purpose of complying with applicable workers&#146; compensation,
unemployment compensation, or disability insurance laws.
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=5%>(b)</TD>
<TD WIDTH=95%>


Hours of Service shall not be credited with respect to a payment which solely
reimburses a person for medical or medicallyrelated expenses incurred by him.
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=5%>(c)</TD>
<TD WIDTH=95%>


A payment shall be deemed to be made by or due from an Employer or a Related
Company (i) regardless of whether such payment is made by or due from such
employer directly or indirectly, through (among others) a trust fund or insurer
to which any such employer contributes or pays premiums, and (ii) regardless of
whether contributions made or due to such trust fund, insurer, or other entity
are for the benefit of particular persons or are on behalf of a group of persons
in the aggregate.
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=5%>(d)</TD>
<TD WIDTH=95%>

No more than 501 Hours of Service shall be credited to a person on account of
any single continuous period during which he performs no duties (whether or not
such period occurs in a single computation period), unless no duties are
performed due to service with the armed forces of the United States for which
the person retains reemployment rights as provided in paragraph (c) of Section
2.2.
<BR><BR>
</TD>
</TR>
</TABLE>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>2.5 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Department
of Labor Rules</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>The rules set forth in
paragraphs (b) and (c) of Department of Labor Regulations &#167;2530.200b2,
which relate to determining Hours of Service attributable to reasons other than
the performance of duties and crediting Hours of Service to computation periods,
are hereby incorporated into the Plan by reference. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>2.6 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Years of
Eligibility Service</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>An employee shall be
credited with six months of Eligibility Service for each computation period in
which he completes at least 500 Hours of Service. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>2.7&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Years of
Vesting Service</FONT></H2>

There shall be no years of Vesting Service credited under the Plan.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>2.8 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Crediting
of Service on Transfer or Amendment</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Notwithstanding any other provision
of the Plan to the contrary, if an Employee is transferred from employment
covered under a qualified plan maintained by an Employer or a Related Company
for which eligibility service and/or vesting service is credited based on
elapsed time in accordance with Treasury Regulations &#167;410(a)-7 to
employment covered under the Plan or, prior to amendment, the Plan provided for
crediting of Eligibility Service and/or Vesting Service on the basis of elapsed
time, an affected Employee shall be credited with Eligibility Service and/or
Vesting Service hereunder equal to: </FONT></P>

<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=5%>(a)</TD>
<TD WIDTH=95%>

the number of one year periods of service credited to the Employee under the
elapsed time method before the transfer date or the effective date of the
amendment, plus
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=5%>(b)</TD>
<TD WIDTH=95%>


his service under the Hours of Service method provided hereunder for the
computation period in which the transfer or the effective date of the amendment
occurs applying one of the equivalencies set forth in Section 2.3 to any
fractional part of a year credited to the Employee under the elapsed time method
as of the date of the transfer or the effective date of the amendment; provided,
however that the same equivalency shall be used for all similarly situated
Employees, plus
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=5%>(c)</TD>
<TD WIDTH=95%>

the service credited to such Employee under the Hours of Service method provided
hereunder for computation periods beginning after the computation period in
which the transfer or the effective date of the amendment occurs.

<BR><BR>
</TD>
</TR>
</TABLE>
<BR><BR><BR>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ARTICLE III</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ELIGIBILITY</FONT></H1>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>3.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Eligibility</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Each Employee who was an
Eligible Employee immediately prior to the effective date of this amendment and
restatement shall continue to be an Eligible Employee. Each other Employee shall
become an Eligible Employee as of the Enrollment Date coinciding with or next
following the date on which he has both attained age 21 and completed six months
of Eligibility Service. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>3.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Transfers
of Employment</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>If a person is transferred
directly from employment with an Employer or with a Related Company in a
capacity other than as an Employee to employment as an Employee, he shall become
an Eligible Employee as of the date he is so transferred if prior to an
Enrollment Date coinciding with or preceding such transfer date he has met the
eligibility requirements of Section 3.1. Otherwise, the eligibility of a person
who is so transferred to elect to have Tax-Deferred Contributions made to the
Plan on his behalf shall be determined in accordance with Section 3.1. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>3.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Reemployment</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>If a person who terminated
employment with an Employer and all Related Companies is reemployed as an
Employee and if he had been an Eligible Employee prior to his termination of
employment, he shall again become an Eligible Employee on the date he is
reemployed. Otherwise, the eligibility of a person who terminated employment
with an Employer and all Related Companies and who is reemployed by an Employer
or a Related Company to elect to have Tax-Deferred Contributions made to the Plan
on his behalf shall be determined in accordance with Section 3.1 or 3.2. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>3.4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Notification Concerning New Eligible Employees</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Each Employer shall notify
the Administrator as soon as practicable of Employees becoming Eligible
Employees as of any date. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>3.5&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Effect and
Duration</FONT></H2>



<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Upon becoming an Eligible
Employee, an Employee shall be entitled to elect to have Tax-Deferred
Contributions made to the Plan on his behalf and shall be bound by all the terms
and conditions of the Plan and the Trust Agreement. A person shall continue as
an Eligible Employee eligible to have Tax-Deferred Contributions made to the Plan
on his behalf only so long as he continues employment as an Employee. </FONT></P>

<BR><BR><BR>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ARTICLE IV</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>TAX-DEFERRED
CONTRIBUTIONS</FONT></H1>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>4.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Tax-Deferred Contributions</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Effective as of the date he
becomes an Eligible Employee, or any subsequent Enrollment Date, each Eligible
Employee may elect in writing in accordance with rules prescribed by the
Administrator to have Tax-Deferred Contributions made to the Plan on his behalf
by his Employer as hereinafter provided. An Eligible Employee&#146;s written
election shall include his authorization for his Employer to reduce his
Compensation and to make Tax-Deferred Contributions on his behalf and his
election as to the investment of his contributions in accordance with Article X.
Tax-Deferred Contributions on behalf of an Eligible Employee shall commence with
the first payment of Compensation made on or after the date on which his
election is effective. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>4.2 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Amount of
Tax-Deferred Contributions</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>The amount of Tax-Deferred Contributions
to be made to the Plan on behalf of an Eligible Employee by his Employer shall
be an integral percentage of his Compensation of not less than one percent nor
more than 13 percent. In the event an Eligible Employee elects to have his
Employer make Tax-Deferred Contributions on his behalf, his Compensation shall be
reduced for each payroll period by the percentage he elects to have contributed
on his behalf to the Plan in accordance with the terms of his currently
effective reduction authorization. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>4.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Changes in
Reduction Authorization</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>An Eligible Employee may
change the percentage of his future Compensation that his Employer contributes
on his behalf as Tax-Deferred Contributions at such time or times during the Plan
Year as the Administrator may prescribe by filing an amended reduction
authorization with his Employer such number of days prior to the date such
change is to become effective as the Administrator shall prescribe. An Eligible
Employee who changes his reduction authorization shall be limited to selecting a
percentage of his Compensation that is otherwise permitted under Section 4.2.
Tax-Deferred Contributions shall be made on behalf of such Eligible Employee by
his Employer pursuant to his amended reduction authorization filed in accordance
with this Section commencing with Compensation paid to the Eligible Employee on
or after the date such filing is effective, until otherwise altered or
terminated in accordance with the Plan. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>4.4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Suspension
of Tax-Deferred Contributions</FONT></H2>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>An Eligible Employee on
whose behalf Tax-Deferred Contributions are being made may have such
contributions suspended at any time by giving such number of days advance
written notice to his Employer as the Administrator shall prescribe. Any such
voluntary suspension shall take effect commencing with Compensation paid to such
Eligible Employee on or after the expiration of the required notice period and
shall remain in effect until Tax-Deferred Contributions are resumed as
hereinafter set forth. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>4.5 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Resumption
of Tax-Deferred Contributions</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>An Eligible Employee who
has voluntarily suspended his Tax-Deferred Contributions in accordance with
Section 4.4 may have such contributions resumed at such time or times during the
Plan Year as the Administrator may prescribe, by filing a new reduction
authorization with his Employer such number of days prior to the date as of
which such contributions are to be resumed as the Administrator shall prescribe. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>4.6&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Delivery
of Tax-Deferred Contributions</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>As soon after the date an
amount would otherwise be paid to an Employee as it can reasonably be separated
from Employer assets, each Employer shall cause to be delivered to the Trustee
in cash all Tax-Deferred Contributions attributable to such amounts. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>4.7 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Vesting of
Tax-Deferred Contributions</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>A Participant&#146;s vested
interest in his Tax-Deferred Contributions Sub-Account shall be at all times 100
percent. </FONT></P>

<BR><BR><BR>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ARTICLE V</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>AFTER-TAX
AND ROLLOVER CONTRIBUTIONS</FONT></H1>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>5.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; No
AfterTax Contributions</FONT></H2>

There shall be no AfterTax Contributions made to the Plan.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>5.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Rollover
Contributions</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>An Employee who was a
participant in a plan qualified under Section 401 or 403 of the Code and who
receives a cash distribution from such plan that he elects either (i) to roll
over immediately to a qualified retirement plan or (ii) to roll over into a
conduit IRA from which he receives a later cash distribution, may elect to make
a Rollover Contribution to the Plan if he is entitled under Section 402(a)(5),
Section 403(a)(4), or Section 408(d)(3)(A) of the Code to roll over such
distribution to another qualified retirement plan. The Administrator may require
an Employee to provide it with such information as it deems necessary or
desirable to show that he is entitled to roll over such distribution to another
qualified retirement plan. An Employee shall make a Rollover Contribution to the
Plan by delivering, or causing to be delivered, to the Trustee the cash that
constitutes the Rollover Contribution amount within 60 days of receipt of the
distribution from the plan or from the conduit IRA in the manner prescribed by
the Administrator. If the Employee does not already have an investment election
on file with the Administrator, the Employee shall also deliver to the
Administrator his election as to the investment of his contributions in
accordance with Article X. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>5.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Vesting of
Rollover Contributions</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>A Participant&#146;s vested
interest in his Rollover Contributions Sub-Account shall be at all times 100
percent. </FONT></P>

<BR><BR><BR>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ARTICLE VI</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>EMPLOYER
CONTRIBUTIONS</FONT></H1>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>6.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Definitions</FONT></H2>

For purposes of this Article, the following terms have the following meanings:<BR><BR>

<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=5%>(a)</TD>
<TD WIDTH=95%>

The &#147;matching contribution&#148; means any Employer Contribution made to
the Plan in accordance with the provisions of Section 6.5.
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=5%>(b)</TD>
<TD WIDTH=95%>


The &#147;profitsharing contribution&#148; means any Employer Contribution made
to the Plan in accordance with the provisions of Section 6.3.

</TD>
</TR>
</TABLE>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>6.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Contribution Period</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>The Contribution Period for
profit-sharing contributions under the Plan shall be each calendar quarter. The
Contribution Period for matching contributions under the Plan shall be each Plan
Year. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>6.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Profit-Sharing Contributions</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Each Employer may, in its
discretion, make a profitsharing contribution to the Plan for the Contribution
Period in an amount determined by the Sponsor. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>6.4 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Allocation
of ProfitSharing Contributions</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Any profitsharing
contribution made by an Employer for a Contribution Period shall be allocated
among its Employees during the Contribution Period who are eligible to
participate in the allocation of profitsharing contributions for the
Contribution Period, as determined under Section 6.9. The allocable share of
each such Employee shall be in the ratio which his Compensation from the
Employer for the Contribution Period bears to the aggregate of such Compensation
for all such Employees. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>6.5&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Matching
Contributions</FONT></H2>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Each Employer may make a matching
contribution to the Plan for each Contribution Period in an amount equal to the
percentage, determined by the Sponsor, in its discretion, for the Contribution
Period, of the aggregate Tax-Deferred Contributions for the Contribution Period
made on behalf of its Employees during the Contribution Period who are eligible
to participate in the allocation of matching contributions for the Contribution
Period as determined under Section 6.9. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>6.6&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Allocation
of Matching Contributions</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Any matching contribution
made by an Employer for the Contribution Period shall be allocated among its
Employees during the Contribution Period who are eligible to participate in the
allocation of matching contributions for the Contribution Period, as determined
under Section 6.9. The allocable share of each such Employee shall be an amount
equal to the percentage determined by the Sponsor as provided in Section 6.5 of
the Tax-Deferred Contributions made on his behalf for the Contribution Period. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
6.7  &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;        Verification of Amount of Employer Contributions by the Sponsor</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>The Sponsor shall verify
the amount of Employer Contributions to be made by each Employer in accordance
with the provisions of the Plan. Notwithstanding any other provision of the Plan
to the contrary, the Sponsor shall determine the portion of the Employer
Contribution to be made by each Employer with respect to an Employee who
transfers from employment with one Employer as an Employee to employment with
another Employer as an Employee. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>6.8&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Payment of
Employer Contributions</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Employer Contributions made
for a Contribution Period shall be paid in cash to the Trustee within the period
of time required under the Code in order for the contribution to be deductible
by the Employer in determining its Federal income taxes for the Plan Year. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>6.9&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Eligibility to Participate in Allocation</FONT></H2>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Each Employee shall be
eligible to participate in the allocation of Employer Contributions in
accordance with Sections 6.4 and 6.6 beginning on the date he becomes, or again
becomes, an Eligible Employee in accordance with the provisions of Article III.
Notwithstanding the foregoing, no person shall be eligible to participate in the
allocation of Employer Contributions for a Contribution Period unless he is
employed by an Employer or a Related Company on the last day of the Contribution
Period; provided, however, that if the Plan would not otherwise meet the minimum
coverage requirements of Section 410(b) of the Code in any Plan Year, the group
of Employees eligible to participate in the allocation of Employer Contributions
shall be expanded to include the minimum number of Employees who are not
employed by an Employer or a Related Company on the last day of the Contribution
Period that is necessary to meet the minimum coverage requirements. The
Employees who become eligible to participate under the provisions of the
immediately preceding clause shall be those Employees who have completed the
greatest number of Hours of Service during the Plan Year. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>6.10&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Vesting
of Employer Contributions</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>A Participant&#146;s vested
interest in his Employer Contributions Sub-Account shall be at all times 100
percent. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>6.11&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Election
of Former Vesting Schedule</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>If the Sponsor adopts an
amendment to the Plan that directly or indirectly affects the computation of a
Participant&#146;s vested interest in his Employer Contributions Sub-Account, any
Participant with three or more years of Vesting Service shall have a right to
have his vested interest in his Employer Contributions Sub-Account continue to be
determined under the vesting provisions in effect prior to the amendment rather
than under the new vesting provisions, unless the vested interest of the
Participant in his Employer Contributions Sub-Account under the Plan as amended
is not at any time less than such vested interest determined without regard to
the amendment. A Participant shall exercise his right under this Section by
giving written notice of his exercise thereof to the Administrator within 60
days after the latest of (i) the date he receives notice of the amendment from
the Administrator, (ii) the effective date of the amendment, or (iii) the date
the amendment is adopted. Notwithstanding the foregoing, a Participant&#146;s
vested interest in his Employer Contributions Sub-Account on the effective date
of such an amendment shall not be less than his vested interest in his Employer
Contributions Sub-Account immediately prior to the effective date of the
amendment. </FONT></P>


<BR><BR><BR>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ARTICLE VII</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>LIMITATIONS
ON CONTRIBUTIONS</FONT></H1>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>7.1 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Definitions</FONT></H2>

For purposes of this Article, the following terms have the following meanings:<BR><BR>

<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=5%>(a)</TD>
<TD WIDTH=95%>


The &#147;actual deferral percentage&#148; with respect to an Eligible Employee
for a particular Plan Year means the ratio of the Tax-Deferred Contributions made
on his behalf for the Plan Year to his test compensation for the Plan Year;
provided, however, that contributions made on a Participant&#146;s behalf for a
Plan Year shall be included in determining his actual deferral percentage for
such Plan Year only if the contributions are made to the Plan prior to the end
of the 12-month period immediately following the Plan Year to which the
contributions relate. The determination and treatment of the actual deferral
percentage amounts for any Participant shall satisfy such other requirements as
may be prescribed by the Secretary of the Treasury.
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=5%>(b)</TD>
<TD WIDTH=95%>

The &#147;aggregate limit&#148; means the sum of (i) 125 percent of the greater
of the average contribution percentage for eligible participants other than
Highly Compensated Employees or the average actual deferral percentage for
Eligible Employees other than Highly Compensated Employees and (ii) the lesser
of 200 percent or two plus the lesser of such average contribution percentage or
average actual deferral percentage, or, if it would result in a larger aggregate
limit, the sum of (iii) 125 percent of the lesser of the average contribution
percentage for eligible participants other than Highly Compensated Employees or
the average actual deferral percentage for Eligible Employees other than Highly
Compensated Employees and (iv) the lesser of 200 percent or two plus the greater
of such average contribution percentage or average actual deferral percentage.
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=5%>(c)</TD>
<TD WIDTH=95%>


The &#147;annual addition&#148; with respect to a Participant for a limitation
year means the sum of the Tax-Deferred Contributions and Employer Contributions
allocated to his Separate Account for the limitation year (including any excess
contributions that are distributed pursuant to this Article), the employer
contributions, employee contributions, and forfeitures allocated to his accounts
for the limitation year under any other qualified defined contribution plan
(whether or not terminated) maintained by an Employer or a Related Company
concurrently with the Plan, and amounts described in Sections 415(l)(2) and
419A(d)(2) of the Code allocated to his account for the limitation year.

<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=5%>(d)</TD>
<TD WIDTH=95%>

The &#147;Code Section 402(g) limit&#148; means the dollar limit imposed by
Section 402(g)(1) of the Code or established by the Secretary of the Treasury
pursuant to Section 402(g)(5) of the Code in effect on January 1 of the calendar
year in which an Eligible Employee&#146;s taxable year begins.
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=5%>(e)</TD>
<TD WIDTH=95%>


The &#147;contribution percentage&#148; with respect to an eligible participant
for a particular Plan Year means the ratio of the matching contributions made to
the Plan on his behalf for the Plan Year to his test compensation for such Plan
Year, except that, to the extent permitted by regulations issued under Section
401(m) of the Code, the Sponsor may elect to take into account in computing the
numerator of each eligible participant&#146;s contribution percentage the
Tax-Deferred Contributions made to the Plan on his behalf for the Plan Year;
provided, however, that any Tax-Deferred Contributions that were taken into
account in computing the numerator of an eligible participant&#146;s actual
deferral percentage may not be taken into account in computing the numerator of
his contribution percentage; and provided, further, that contributions made by
or on a Participant&#146;s behalf for a Plan Year shall be included in
determining his contribution percentage for such Plan Year only if the
contributions are made to the Plan prior to the end of the 12-month period
immediately following the Plan Year to which the contributions relate. The
determination and treatment of the contribution percentage amounts for any
Participant shall satisfy such other requirements as may be prescribed by the
Secretary of the Treasury.
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=5%>(f)</TD>
<TD WIDTH=95%>

An &#147;elective contribution&#148; means any employer contribution made to a
plan maintained by an Employer or any Related Company on behalf of a Participant
in lieu of cash compensation pursuant to his written election to defer under any
qualified CODA as defined in Section 401(k) of the Code, any simplified employee
pension cash or deferred arrangement as described in Section 402(h)(1)(B) of the
Code, any eligible deferred compensation plan under Section 457 of the Code, or
any plan as described in Section 501(c)(18) of the Code, and any contribution
made on behalf of the Participant by an Employer or a Related Company for the
purchase of an annuity contract under Section 403(b) of the Code pursuant to a
salary reduction agreement.
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=5%>(g)</TD>
<TD WIDTH=95%>


An &#147;eligible participant&#148; means any Employee who is eligible to have
Tax-Deferred Contributions made on his behalf (if Tax-Deferred Contributions are
taken into account in computing contribution percentages) or to participate in
the allocation of matching contributions.
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=5%>(h)</TD>
<TD WIDTH=95%>

A &#147;family member&#148; of an Employee means the Employee&#146;s spouse, his
lineal ascendants, his lineal descendants, and the spouses of such lineal
ascendants and descendants.
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=5%>(i)</TD>
<TD WIDTH=95%>

         A "limitation year" means the Plan Year.
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=5%>(j)</TD>
<TD WIDTH=95%>

A &#147;matching contribution&#148; means any employer contribution allocated to
an Eligible Employee&#146;s account under the Plan or any other plan of an
Employer or a Related Company solely on account of elective contributions made
on his behalf or employee contributions made by him.
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=5%>(k)</TD>
<TD WIDTH=95%>


The &#147;test compensation&#148; of an Eligible Employee for a Plan Year means
compensation as defined in Section 414(s) of the Code and regulations issued
thereunder, limited, however, to (1)&#160;$200,000 for Plan Years beginning
prior to January&#160;1, 1994, or (2)&#160;$150,000 for Plan Years beginning on
or after January&#160;1, 1994 (subject to adjustment annually as provided in
Section 401(a)(17)(B) and Section 415(d) of the Code; provided, however, that
the dollar increase in effect on January 1 of any calendar year, if any, is
effective for Plan Years beginning in such calendar year). If the test
compensation of a Participant is determined over a period of time that contains
fewer than 12 calendar months, then the annual compensation limitation described
above shall be adjusted with respect to that Participant by multiplying the
annual compensation limitation in effect for the Plan Year by a fraction the
numerator of which is the number of full months in the period and the
denominator of which is 12; provided, however, that no proration is required for
a Participant who is covered under the Plan for less than one full Plan Year if
the formula for allocations is based on Compensation for a period of at least 12
months. In determining the test compensation, for purposes of applying the
annual compensation limitation described above, of a Participant who is a
five-percent owner or among the ten Highly Compensated Employees receiving the
greatest test compensation for the limitation year, the test compensation of the
Participant&#146;s spouse and of his lineal descendants who have not attained
age 19 as of the close of the limitation year shall be included as test
compensation of the Participant for the limitation year. If as a result of
applying the family aggregation rule described in the preceding sentence the
annual compensation limitation would be exceeded, the limitation shall be
prorated among the affected family members in proportion to each member&#146;s
test compensation as determined prior to application of the family aggregation
rules.

</TD>
</TR>
</TABLE>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
7.2     &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;     Code Section 402(g) Limit</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>In no event shall the
amount of the Tax-Deferred Contributions made on behalf of an Eligible Employee
for his taxable year, when aggregated with any elective contributions made on
behalf of the Eligible Employee under any other plan of an Employer or a Related
Company for his taxable year, exceed the Code Section 402(g) limit. In the event
that the Administrator determines that the reduction percentage elected by an
Eligible Employee will result in his exceeding the Code Section 402(g) limit,
the Administrator may adjust the reduction authorization of such Eligible
Employee by reducing the percentage of his Tax-Deferred Contributions to such
smaller percentage that will result in the Code Section 402(g) limit not being
exceeded. If the Administrator determines that the Tax-Deferred Contributions
made on behalf of an Eligible Employee would exceed the Code Section 402(g)
limit for his taxable year, the Tax-Deferred Contributions for such Participant
shall be automatically suspended for the remainder, if any, of such taxable
year. </FONT></P>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>If an Employer notifies the
Administrator that the Code Section 402(g) limit has nevertheless been exceeded
by an Eligible Employee for his taxable year, the Tax-Deferred Contributions
that, when aggregated with elective contributions made on behalf of the Eligible
Employee under any other plan of an Employer or a Related Company, would exceed
the Code Section 402(g) limit, plus any income and minus any losses attributable
thereto, shall be distributed to the Eligible Employee no later than the April
15 immediately following such taxable year. Any Tax-Deferred Contributions that
are distributed to an Eligible Employee in accordance with this Section shall
<U>not </U>be taken into account in computing the Eligible Employee&#146;s
actual deferral percentage for the Plan Year in which the Tax-Deferred
Contributions were made, unless the Eligible Employee is a Highly Compensated
Employee. If an amount of Tax-Deferred Contributions is distributed to a
Participant in accordance with this Section, matching contributions that are
attributable solely to the distributed Tax-Deferred Contributions, plus any
income and minus any losses attributable thereto, shall be forfeited by the
Participant. Any such forfeited amounts shall be applied against the Employer
Contribution obligations for the Plan Year of the Employer for which the
Participant last performed services as an Employee. Notwithstanding the
foregoing, however, should the amount of all such forfeitures for any Plan Year
with respect to any Employer exceed the amount of such Employer&#146;s Employer
Contribution obligation for the Plan Year, the excess amount of such forfeitures
shall be held unallocated in a suspense account established with respect to the
Employer and shall for all Plan purposes be applied against the Employer&#146;s
Employer Contribution obligations for the following Plan Year. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>7.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Limitation
on Tax-Deferred Contributions of Highly Compensated Employees</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Notwithstanding any other
provision of the Plan to the contrary, the Tax-Deferred Contributions made with
respect to a Plan Year on behalf of Eligible Employees who are Highly
Compensated Employees may not result in an average actual deferral percentage
for such Eligible Employees that exceeds the greater of: </FONT></P>

<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=5%>(a)</TD>
<TD WIDTH=95%>


         a percentage that is equal to 125 percent of the average actual deferral percentage for all other
             Eligible Employees; or
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=5%>(b)</TD>
<TD WIDTH=95%>

a percentage that is not more than 200 percent of the average actual deferral
percentage for all other Eligible Employees and that is not more than two
percentage points higher than the average actual deferral percentage for all
other Eligible Employees.

</TD>
</TR>
</TABLE>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>In order to assure that the
limitation contained herein is not exceeded with respect to a Plan Year, the
Administrator is authorized to suspend completely further Tax-Deferred
Contributions on behalf of Highly Compensated Employees for any remaining
portion of a Plan Year or to adjust the projected actual deferral percentages of
Highly Compensated Employees by reducing their percentage elections with respect
to Tax-Deferred Contributions for any remaining portion of a Plan Year to such
smaller percentages that will result in the limitation set forth above not being
exceeded. In the event of any such suspension or reduction, Highly Compensated
Employees affected thereby shall be notified of the reduction or suspension as
soon as possible and shall be given an opportunity to make a new Tax-Deferred
Contribution election to be effective the first day of the next following Plan
Year. In the absence of such an election, the election in effect immediately
prior to the suspension or adjustment described above shall be reinstated as of
the first day of the next following Plan Year. </FONT></P>



<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>For purposes of applying
the limitation contained in this Section, the Tax-Deferred Contributions and test
compensation of any Eligible Employee who is a family member of another Eligible
Employee who is a five percent owner or among the ten Highly Compensated
Employees receiving the greatest test compensation for the Plan Year shall be
aggregated with the Tax-Deferred Contributions and test compensation of such
other Eligible Employee, and such family member shall not be considered an
Eligible Employee for purposes of determining the average actual deferral
percentage for all other Eligible Employees. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>In determining the actual
deferral percentage for any Eligible Employee who is a Highly Compensated
Employee for the Plan Year, elective contributions made to his accounts under
any other plan of an Employer or a Related Company shall be treated as if all
such contributions were made to the Plan; provided, however, that if such a plan
has a plan year different from the Plan Year, any such contributions made to the
Highly Compensated Employee&#146;s accounts under the plan for the plan year
ending with or within the same calendar year as the Plan Year shall be treated
as if such contributions were made to the Plan. Notwithstanding the foregoing,
such contributions shall not be treated as if they were made to the Plan if
regulations issued under Section 401(k) of the Code do not permit such plan to
be aggregated with the Plan. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>If one or more plans of an
Employer or Related Company are aggregated with the Plan for purposes of
satisfying the requirements of Section 401(a)(4) or 410(b) of the Code, then
actual deferral percentages under the Plan shall be calculated as if the Plan
and such one or more other plans were a single plan. For Plan Years beginning
after December 31, 1991, plans may be aggregated to satisfy Section 401(k) of
the Code only if they have the same plan year. </FONT></P>

The Administrator shall maintain records sufficient to show that the limitation contained in this Section was not
exceeded with respect to any Plan Year.<BR><BR>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>7.4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Distribution of Excess Tax-Deferred Contributions</FONT></H2>



<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Notwithstanding any other
provision of the Plan to the contrary, in the event that the limitation
contained in Section 7.3 is exceeded in any Plan Year, the Tax-Deferred
Contributions made with respect to a Highly Compensated Employee that exceed the
maximum amount permitted to be contributed to the Plan on his behalf under
Section 7.3, plus any income and minus any losses attributable thereto, shall be
distributed to the Highly Compensated Employee prior to the end of the next
succeeding Plan Year. If excess amounts are attributable to Participants
aggregated under the family aggregation rules described in Section 7.3, the
excess shall be allocated among family members in proportion to the Tax-Deferred
Contributions made with respect to each family member. If such excess amounts
are distributed more than 2 1/2 months after the last day of the Plan Year for
which the excess occurred, an excise tax may be imposed under Section 4979 of
the Code on the Employer maintaining the Plan with respect to such amounts. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>The maximum amount
permitted to be contributed to the Plan on a Highly Compensated Employee&#146;s
behalf under Section 7.3 shall be determined by reducing Tax-Deferred
Contributions made on behalf of Highly Compensated Employees in order of their
actual deferral percentages beginning with the highest of such percentages. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>If an amount of Tax-Deferred
Contributions is distributed to a Participant in accordance with this Section,
matching contributions that are attributable solely to the distributed
Tax-Deferred Contributions, plus any income and minus any losses attributable
thereto, shall be forfeited by the Participant. Any such forfeited amounts shall
be applied against the Employer Contribution obligations for the Plan Year of
the Employer for which the Participant last performed services as an Employee.
Notwithstanding the foregoing, however, should the amount of all such
forfeitures for any Plan Year with respect to any Employer exceed the amount of
such Employer&#146;s Employer Contribution obligation for the Plan Year, the
excess amount of such forfeitures shall be held unallocated in a suspense
account established with respect to the Employer and shall for all Plan purposes
be applied against the Employer&#146;s Employer Contribution obligations for the
following Plan Year. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>7.5 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Limitation
on Matching Contributions of Highly Compensated Employees</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Notwithstanding any other
provision of the Plan to the contrary, the matching contributions made with
respect to a Plan Year on behalf of eligible participants who are Highly
Compensated Employees may not result in an average contribution percentage for
such eligible participants that exceeds the greater of: </FONT></P>

<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=5%>(a)</TD>
<TD WIDTH=95%>

          a percentage that is equal to 125 percent of the average contribution percentage for all other
             eligible participants; or
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=5%>(b)</TD>
<TD WIDTH=95%>


a percentage that is not more than 200 percent of the average contribution
percentage for all other eligible participants and that is not more than two
percentage points higher than the average contribution percentage for all other
eligible participants.
<BR><BR>
</TD>
</TR>
</TABLE>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>For purposes of applying
the limitation contained in this Section, the matching contributions,
Tax-Deferred Contributions (to the extent that such Tax-Deferred Contributions are
taken into account in computing contribution percentages), and test compensation
of any eligible participant who is a family member of another eligible
participant who is a five percent owner or among the ten Highly Compensated
Employees receiving the greatest test compensation for the Plan Year shall be
aggregated with the matching contributions, Tax-Deferred Contributions, and test
compensation of such other eligible participant, and such family member shall
not be considered an eligible participant for purposes of determining the
average contribution percentage for all other eligible participants. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>In determining the
contribution percentage for any eligible participant who is a Highly Compensated
Employee for the Plan Year, matching contributions, employee contributions, and
elective contributions (to the extent that elective contributions are taken into
account in computing contribution percentages) made to his accounts under any
other plan of an Employer or a Related Company shall be treated as if all such
contributions were made to the Plan; provided, however that if such a plan has a
plan year different from the Plan Year, any such contributions made to the
Highly Compensated Employee&#146;s accounts under the plan for the plan year
ending with or within the same calendar year as the Plan Year shall be treated
as if such contributions were made to the Plan. Notwithstanding the foregoing,
such contributions shall not be treated as if they were made to the Plan if
regulations issued under Section 401(m) of the Code do not permit such plan to
be aggregated with the Plan. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>If one or more plans of an
Employer or a Related Company are aggregated with the Plan for purposes of
satisfying the requirements of Section 401(a)(4) or 410(b) of the Code, the
contribution percentages under the Plan shall be calculated as if the Plan and
such one or more other plans were a single plan. For Plan Years beginning after
December 31, 1989, plans may be aggregated to satisfy Section 401(m) of the Code
only if they have the same plan year. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>The Administrator shall
maintain records sufficient to show that the limitation contained in this
Section was not exceeded with respect to any Plan Year and the amount of the
elective contributions taken into account in computing contribution percentages
for any Plan Year. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>7.6&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Distribution of Excess Contributions</FONT></H2>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Notwithstanding any other
provision of the Plan to the contrary, in the event that the limitation
contained in Section 7.5 is exceeded in any Plan Year, the matching
contributions made on behalf of a Highly Compensated Employee that exceed the
maximum amount permitted to be contributed to the Plan on behalf of such Highly
Compensated Employee under Section 7.5, plus any income and minus any losses
attributable thereto, shall be distributed to the Participant prior to the end
of the next succeeding Plan Year. If excess amounts are attributable to
Participants aggregated under the family aggregation rules described in Section
7.5, the excess shall be allocated among family members in proportion to the
matching contributions made with respect to each family member. If such excess
amounts are distributed more than 2 1/2 months after the last day of the Plan
Year for which the excess occurred, an excise tax may be imposed under Section
4979 of the Code on the Employer maintaining the Plan with respect to such
amounts. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>The maximum amount
permitted to be contributed to the Plan on behalf of a Highly Compensated
Employee under Section 7.5 shall be determined by reducing matching
contributions made on behalf of Highly Compensated Employees in order of their
contribution percentages beginning with the highest of such percentages. </FONT></P>

The determination of the amount of excess matching contributions shall be made after application of Section 7.4,
if applicable.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>7.7&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Multiple
Use Limitation</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Notwithstanding any other
provision of the Plan to the contrary, the following multiple use limitation as
required under Section 401(m) of the Code shall apply: the sum of the average
actual deferral percentage for Eligible Employees who are Highly Compensated
Employees and the average contribution percentage for eligible participants who
are Highly Compensated Employees may not exceed the aggregate limit. In the
event that, after satisfaction of Section 7.4 and Section 7.6, it is determined
that contributions under the Plan fail to satisfy the multiple use limitation
contained herein, the multiple use limitation shall be satisfied by further
reducing the actual deferral percentages of Eligible Employees who are Highly
Compensated Employees (beginning with the highest such percentage) to the extent
necessary to eliminate the excess, with such further reductions to be treated as
excess Tax-Deferred Contributions and disposed of as provided in Section 7.4, or
in an alternative manner, consistently applied, that may be permitted by
regulations issued under Section 401(m) of the Code. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>7.8&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Determination of Income or Loss</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>The income or loss
attributable to excess contributions that are distributed pursuant to this
Article shall be determined for the preceding Plan Year under the method
otherwise used for allocating income or loss to Participant&#146;s Separate
Accounts. </FONT></P>


<PAGE>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
7.9    &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;      Code Section 415 Limitations on Crediting of Contributions and Forfeitures</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Notwithstanding any other
provision of the Plan to the contrary, the annual addition with respect to a
Participant for a limitation year shall in no event exceed the lesser of (i) the
greater of $30,000 or 25 percent of the defined benefit dollar limitation set
forth in Section 415(b)(1) of the Code in effect for the limitation year or (ii)
25 percent of the Participant&#146;s compensation, as defined in Section
415(c)(3) of the Code and regulations issued thereunder, for the limitation
year. If the annual addition to the Separate Account of a Participant in any
limitation year would otherwise exceed the amount that may be applied for his
benefit under the limitation contained in this Section, the limitation shall be
satisfied by reducing contributions made on behalf of the Participant to the
extent necessary in the following order: </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
Tax-Deferred
Contributions made on the Participant&#146;s behalf for the limitation year and
the matching contributions attributable thereto, if any, shall be reduced pro
rata.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
Employer
Contributions (other than matching contributions otherwise allocable to the
Participant&#146;s Separate Account for the limitation year shall be reduced.</FONT></TD>
</TR>
</TABLE>
<BR>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>The amount of any reduction
of Tax-Deferred Contributions (plus any income attributable thereto) shall be
returned to the Participant. The amount of any reduction of Employer
Contributions shall be deemed a forfeiture for the limitation year. Amounts
deemed to be forfeitures under this Section shall be held unallocated in a
suspense account established for the limitation year and shall be applied
against the Employer&#146;s contribution obligation for the next following
limitation year (and succeeding limitation years, as necessary). If a suspense
account is in existence at any time during a limitation year, all amounts in the
suspense account must be allocated to Participants&#146; Separate Accounts
(subject to the limitations contained herein) before any further Tax-Deferred
Contributions or Employer Contributions may be made to the Plan on behalf of
Participants. No suspense account established hereunder shall share in any
increase or decrease in the net worth of the Trust. For purposes of this
Article, excesses shall result only from the allocation of forfeitures, a
reasonable error in estimating a Participant&#146;s annual compensation (as
defined in Section 415(c)(3) of the Code and regulations issued thereunder), a
reasonable error in determining the amount of Tax-Deferred Contributions that
may be made with respect to any Participant under the limits of Section 415 of
the Code, or other limited facts and circumstances that justify the availability
of the provisions set forth above. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>7.10&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Coverage
Under Other Qualified Defined Contribution Plan</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>If a Participant is covered
by any other qualified defined contribution plan (whether or not terminated)
maintained by an Employer or a Related Company concurrently with the Plan, and
if the annual addition for the limitation year would otherwise exceed the amount
that may be applied for the Participant&#146;s benefit under the limitation
contained in Section 7.9, such excess shall be reduced first by returning
employee contributions made by the Participant to such other plans for the
limitation year and the income attributable thereto to the extent necessary on a
pro rata basis among all of such plans. If the limitation contained in Section
7.9 still is not satisfied after all such employee contributions have been
returned, the excess shall be reduced by returning Tax-Deferred Contributions
and elective contributions made on the Participant&#146;s behalf to the Plan and
such other plans for the limitation year and the income attributable thereto to
the extent necessary on a pro rata basis among all such plans, including the
Plan. If the limitation contained in Section 7.9 still is not satisfied after
all such elective contributions have been returned, the portion of the employer
contributions and of forfeitures for the limitation year under the Plan and such
other plans that has been allocated to the Participant under such plans but
which exceeds the limitation set forth in Section 7.9, shall be deemed a
forfeiture for the limitation year and shall be disposed of as provided in such
plans; provided, however, that the amount of the employer contributions and
forfeitures that is a deemed forfeiture under this Section shall be effected on
a pro rata basis among all of such plans, including the Plan, unless the
Participant is covered by a money purchase pension plan, in which event, the
forfeiture shall be effected first under the Plan and any other defined
contribution plan that is not a money purchase pension plan and, if the
limitation is still not satisfied, then under such money purchase pension plan. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>7.11&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Coverage
Under Qualified Defined Benefit Plan</FONT></H2>



<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>If a Participant in the
Plan is also covered by a qualified defined benefit plan (whether or not
terminated) maintained by an Employer or a Related Company, in no event shall
the sum of the defined benefit plan fraction (as defined in Section 415(e)(2) of
the Code) and the defined contribution plan fraction (as defined in Section
415(e)(3) of the Code) exceed 1.0 in any limitation year. If, before October 3,
1973, the Participant was an active participant in a qualified defined benefit
plan maintained by an Employer or a Related Company and otherwise satisfies the
requirements of Section 2004(d)(2) of ERISA, then for purposes of applying this
Section, the defined benefit plan fraction shall not exceed 1.0. In the event
the special limitation contained in this Section is exceeded, the benefits
otherwise payable to the Participant under any such qualified defined benefit
plan shall be reduced to the extent necessary to meet such limitation. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>7.12&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Scope of
Limitations</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>The limitations contained in
Sections 7.9, 7.10, and 7.11 shall be applicable only with respect to benefits
provided pursuant to defined contribution plans and defined benefit plans
described in Section 415(k) of the Code. </FONT></P>


<BR><BR><BR>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ARTICLE VIII</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>TRUST FUNDS
AND SEPARATE ACCOUNTS</FONT></H1>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>8.1 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;General
Fund</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>The Trustee shall establish
a General Fund as required to hold and administer any assets of the Trust that
are not allocated among the Investment Funds as provided in the Plan or the
Trust Agreement. The General Fund shall be held and administered as a separate
common trust fund. The interest of each Participant or Beneficiary under the
Plan in the General Fund shall be an undivided interest. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>8.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Investment
Funds</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>The Sponsor shall determine
the number and type of Investment Funds and select the investments for such
Investment Funds. The Sponsor shall communicate the same and any changes therein
in writing to the Administrator and the Trustee. Each Investment Fund shall be
held and administered as a separate common trust fund. The interest of each
Participant or Beneficiary under the Plan in any Investment Fund shall be an
undivided interest. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>8.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Loan
Investment Fund</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>If a loan from the Plan to
a Participant is approved in accordance with the provisions of Article XII, the
Sponsor shall direct the establishment and maintenance of a loan Investment Fund
in the Participant&#146;s name. The assets of the loan Investment Fund shall be
held as a separate trust fund. A Participant&#146;s loan Investment Fund shall
be invested in the note reflecting the loan that is executed by the Participant
in accordance with the provisions of Article XII. Notwithstanding any other
provision of the Plan to the contrary, income received with respect to a
Participant&#146;s loan Investment Fund shall be allocated and the loan
Investment Fund shall be administered as provided in Article XII. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>8.4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Appointment of Investment Managers</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>As provided in the Trust
Agreement, the Sponsor may appoint one or more investment managers (as defined
in Section 3(38) of ERISA) with respect to any portion of any Trust Fund. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>8.5&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Income on
Trust</FONT></H2>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Any dividends, interest,
distributions, or other income received by the Trustee with respect to any Trust
Fund established hereunder shall be allocated by the Trustee to the Trust Fund
for which the income was received. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>8.6 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Separate
Accounts</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>As of the first date a
contribution is made by or on behalf of an Employee, there shall be established
a Separate Account in his name reflecting his interest in the Trust. Each
Separate Account shall be maintained and administered for each Participant and
Beneficiary in accordance with the provisions of the Plan. The balance of each
Separate Account shall be the balance of the account after all credits and
charges thereto, for and as of such date, have been made as provided herein. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>8.7&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Sub-Accounts</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>A Participant&#146;s
Separate Account shall be divided into individual Sub-Accounts reflecting the
portion of the Participant&#146;s Separate Account that is derived from
Tax-Deferred Contributions, Rollover Contributions, or Employer Contributions.
Each Sub-Account shall reflect separately contributions allocated to each Trust
Fund established hereunder and the earnings and losses attributable thereto.
Such other Sub-Accounts may be established as are necessary or appropriate to
reflect a Participant&#146;s interest in the Trust. </FONT></P>


<BR><BR><BR>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ARTICLE IX</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>LIFE
INSURANCE CONTRACTS</FONT></H1>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>9.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; No Life
Insurance Contracts</FONT></H2>

There shall be no life insurance contracts purchased under the Plan.


<BR><BR><BR>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ARTICLE X</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>DEPOSIT AND
INVESTMENT OF CONTRIBUTIONS</FONT></H1>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>10.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Future
Contribution Investment Elections</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Each Eligible Employee
shall make an investment election in the manner and form prescribed by the
Administrator directing the manner in which his Tax-Deferred Contributions,
Rollover Contributions, and Employer Contributions shall be invested. An
Eligible Employee&#146;s investment election shall specify the percentage, in
the percentage increments prescribed by the Administrator, of such contributions
that shall be allocated to one or more of the Investment Funds with the sum of
such percentages equaling 100 percent. The investment election by a Participant
shall remain in effect until his entire interest under the Plan is distributed
or forfeited in accordance with the provisions of the Plan or until he files a
change of investment election with the Administrator, in such form as the
Administrator shall prescribe. A Participant&#146;s change of investment
election may be made effective as of the date or dates prescribed by the
Administrator. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>10.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Deposit
of Contributions</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>All Tax-Deferred
Contributions, Rollover Contributions, and Employer Contributions shall be
deposited in the Trust and allocated among the Investment Funds in accordance
with the Participant&#146;s currently effective investment election. If no
investment election is on file with the Administrator at the time contributions
are to be deposited to a Participant&#146;s Separate Account, the Participant
shall be notified and an investment election form shall be provided to him.
Until such Participant shall make an effective election under this Section, his
contributions shall be allocated among the Investment Funds as directed by the
Administrator. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>10.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Election
to Transfer Between Funds</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>A Participant may elect to
transfer investments from any Investment Fund to any other Investment Fund. The
Participant&#146;s transfer election shall specify either (i) a percentage, in
the percentage increments prescribed by the Administrator, of the amount
eligible for transfer, which percentage may not exceed 100 percent, or (ii) a
dollar amount that is to be transferred. Subject to any restrictions pertaining
to a particular Investment Fund, a Participant&#146;s transfer election may be
made effective as of the date or dates prescribed by the Administrator. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
10.4    &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;     404(c) Plan</FONT></H2>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>The Plan is intended to
constitute a plan described in Section 404(c) of ERISA and regulations issued
thereunder. The fiduciaries of the Plan may be relieved of liability for any
losses that are the direct and necessary result of investment instructions given
by a Participant, his Beneficiary, or an alternate payee under a qualified
domestic relations order. </FONT></P>


<BR><BR><BR>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ARTICLE XI</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>CREDITING
AND VALUING SEPARATE ACCOUNTS</FONT></H1>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>11.1 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Crediting
Separate Accounts</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>All contributions made
under the provisions of the Plan shall be credited to Separate Accounts in the
Trust Funds by the Trustee, in accordance with procedures established in writing
by the Administrator, either when received or on the succeeding Valuation Date
after valuation of the Trust Fund has been completed for such Valuation Date as
provided in Section 11.2, as shall be determined by the Administrator. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>11.2 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Valuing
Separate Accounts</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Separate Accounts in the Trust
Funds shall be valued by the Trustee on the Valuation Date, in accordance with
procedures established in writing by the Administrator, either in the manner
adopted by the Trustee and approved by the Administrator or in the manner set
forth in Section 11.3 as Plan valuation procedures, as determined by the
Administrator. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>11.3 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Plan
Valuation Procedures</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>With respect to the Trust
Funds, the Administrator may determine that the following valuation procedures
shall be applied. As of each Valuation Date hereunder, the portion of any
Separate Accounts in a Trust Fund shall be adjusted to reflect any increase or
decrease in the value of the Trust Fund for the period of time occurring since
the immediately preceding Valuation Date for the Trust Fund (the &#147;valuation
period&#148;) in the following manner: </FONT></P>

<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=5%>(a)</TD>
<TD WIDTH=95%>

First, the value of the Trust Fund shall be determined by valuing all of the
assets of the Trust Fund at fair market value.
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=5%>(b)</TD>
<TD WIDTH=95%>


Next, the net increase or decrease in the value of the Trust Fund attributable
to net income and all profits and losses, realized and unrealized, during the
valuation period shall be determined on the basis of the valuation under
paragraph (a) taking into account appropriate adjustments for contributions,
loan payments, and transfers to and distributions, withdrawals, loans, and
transfers from such Trust Fund during the valuation period.

<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=5%>(c)</TD>
<TD WIDTH=95%>


Finally, the net increase or decrease in the value of the Trust Fund shall be
allocated among Separate Accounts in the Trust Fund in the ratio of the balance
of the portion of such Separate Account in the Trust Fund as of the preceding
Valuation Date less any distributions, withdrawals, loans, and transfers from
such Separate Account balance in the Trust Fund since the Valuation Date to the
aggregate balances of the portions of all Separate Accounts in the Trust Fund
similarly adjusted, and each Separate Account in the Trust Fund shall be
credited or charged with the amount of its allocated share. Notwithstanding the
foregoing, the Administrator may adopt such accounting procedures as it
considers appropriate and equitable to establish a proportionate crediting of
net increase or decrease in the value of the Trust Fund for contributions, loan
payments, and transfers to and distributions, withdrawals, loans, and transfers
from such Trust Fund made by or on behalf of a Participant during the valuation
period.

</TD>
</TR>
</TABLE>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>11.4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Finality
of Determinations</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>The Trustee shall have
exclusive responsibility for determining the balance of each Separate Account
maintained hereunder. The Trustee&#146;s determinations thereof shall be
conclusive upon all interested parties. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>11.5&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Notification</FONT></H2>

Within a reasonable period of time after the end of each Plan Year, the Administrator shall notify each
Participant and Beneficiary of the balances of his Separate Account and Sub-Accounts as of the last day of such
Plan Year.


<BR><BR><BR>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ARTICLE XII</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>LOANS</FONT></H1>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>12.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Application
for Loan</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>A Participant who is a
party in interest may make written application to the Administrator for a loan
from his Separate Account. Loans shall be made to Participants in accordance
with written rules prescribed by the Administrator which are set forth in an
Addendum to the Plan. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>As collateral for any loan
granted hereunder, the Participant shall grant to the Plan a security interest
in his vested interest under the Plan equal to the amount of the loans;
provided, however, that in no event may the security interest exceed 50 percent
of the Participant&#146;s vested interest under the Plan determined as of the
date as of which the loan is originated in accordance with Plan provisions. In
the case of a Participant who is an active employee, the Participant also shall
enter into an agreement to repay the loan by payroll withholding. No loan in
excess of 50 percent of the Participant&#146;s vested interest under the Plan
shall be made from the Plan. Loans shall not be made available to Highly
Compensated Employees in an amount greater than the amount made available to
other employees. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>A loan shall not be granted
unless the Participant consents in writing to the charging of his Separate
Account in accordance with the provisions of Section 12.4 for unpaid principal
and interest amounts in the event the loan is declared to be in default. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>12.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Reduction
of Account Upon Distribution</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Notwithstanding any other
provision of the Plan, the amount of a Participant&#146;s Separate Account that
is distributable to the Participant or his Beneficiary under Article XIII or XV
shall be reduced by the portion of his vested interest that is held by the Plan
as security for any loan outstanding to the Participant, provided that the
reduction is used to repay the loan. If distribution is made because of the
Participant&#146;s death prior to the commencement of distribution of his
Separate Account and less than 100 percent of the Participant&#146;s vested
interest in his Separate Account (determined without regard to the preceding
sentence) is payable to his surviving spouse, then the balance of the
Participant&#146;s vested interest in his Separate Account shall be adjusted by
reducing the vested account balance by the amount of the security used to repay
the loan, as provided in the preceding sentence, prior to determining the amount
of the benefit payable to the surviving spouse. </FONT></P>



<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>12.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Requirements to Prevent a Taxable Distribution</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Notwithstanding any other
provision of the Plan to the contrary, the following terms and conditions shall
apply to any loan made to a Participant under this Article: </FONT></P>

<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=5%>(a)</TD>
<TD WIDTH=95%>


The interest rate on any loan to a Participant shall be a reasonable interest
rate commensurate with current interest rates charged for loans made under
similar circumstances by persons in the business of lending money.
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=5%>(b)</TD>
<TD WIDTH=95%>


The amount of any loan to a Participant (when added to the outstanding balance
of all other loans to the Participant from the Plan or any other plan maintained
by an Employer or a Related Company) shall not exceed the lesser of: <BR><BR>
</TD>
</TR>
</TABLE>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10% align=center>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>

$50,000, reduced by the excess, if any, of the highest outstanding balance of
any other loan to the Participant from the Plan or any other plan maintained by
an Employer or a Related Company during the preceding 12-month period over the
outstanding balance of such loans on the date a loan is made hereunder; or</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10% align=center>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>

50 percent of the vested portions of the Participant&#146;s Separate Account and
his vested interest under all other plans maintained by an Employer or a Related
Company.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=5%>(c)</TD>
<TD WIDTH=95%>


The term of any loan to a Participant shall be no greater than five years,
except in the case of a loan used to acquire any dwelling unit which within a
reasonable period of time is to be used (determined at the time the loan is
made) as a principal residence of the Participant.

<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=5%>(d)</TD>
<TD WIDTH=95%>

Except as otherwise permitted under Treasury regulations, substantially level
amortization shall be required over the term of the loan with payments made not
less frequently than quarterly.

</TD>
</TR>
</TABLE>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>12.4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Administration of Loan Investment Fund</FONT></H2>



<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Upon approval of a loan to
a Participant, the Administrator shall direct the Trustee to transfer an amount
equal to the loan amount from the Investment Funds in which it is invested, as
directed by the Administrator, to the loan Investment Fund established by the
Trustee in the Participant&#146;s name. Any loan approved by the Administrator
shall be made to the Participant out of the Participant&#146;s loan Investment
Fund. All principal and interest paid by the Participant on a loan made under
this Article shall be deposited to his Separate Account and shall be allocated
upon receipt among the Investment Funds in accordance with the
Participant&#146;s currently effective investment election. The balance of the
Participant&#146;s loan Investment Fund shall be decreased by the amount of
principal payments and the loan Investment Fund shall be terminated when the
loan has been repaid in full. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>12.5&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Default</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>If a Participant fails to
make or cause to be made, any payment required under the terms of the loan
within 90 days following the date on which such payment shall become due or
there is an outstanding principal balance existing on a loan after the last
scheduled repayment date, the Administrator may direct the Trustee to declare
the loan to be in default, and the entire unpaid balance of such loan, together
with accrued interest, shall be immediately due and payable. In any such event,
if such balance and interest thereon is not then paid, the Trustee shall charge
the Separate Account of the borrower with the amount of such balance and
interest as of the earliest date a distribution may be made from the Plan to the
borrower without adversely affecting the tax qualification of the Plan or of the
cash or deferred arrangement. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
12.6   &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;      Loans Granted Prior to October 19, 1989</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Notwithstanding any other
provision of this Article to the contrary, any loan made under the provisions of
the Plan as in effect prior to October 19, 1989 shall remain outstanding until
repaid in accordance with its terms or the otherwise applicable Plan provisions. </FONT></P>


<BR><BR><BR>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ARTICLE XIII</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>WITHDRAWALS
WHILE EMPLOYED</FONT></H1>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>13.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Withdrawals of Rollover Contributions</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>A Participant who is
employed by an Employer or a Related Company and has attained age 59 1/2 or is
determined by the Administrator to have incurred a hardship as defined in
Section 13.6 may elect in writing, subject to the limitations and conditions
prescribed in Section 13.4 or 13.6, as appropriate, to make a cash withdrawal
from his Rollover Contributions Sub-Account. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>13.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Withdrawals of Employer Contributions</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>A Participant who is
employed by an Employer or a Related Company and has attained age 59 1/2 or is
determined by the Administrator to have incurred a hardship as defined in
Section 13.6 may elect in writing, subject to the limitations and conditions
prescribed in Section 13.4 or 13.6, as appropriate, to make a cash withdrawal
from his vested interest in his Employer Contributions Sub-Account. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>13.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Withdrawals of Tax-Deferred Contributions</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>A Participant who is
employed by an Employer or a Related Company and who has attained age 59 1/2 or
is determined by the Administrator to have incurred a hardship as defined in
Section 13.6 may elect in writing, subject to the limitations and conditions
prescribed in Section 13.4 or 13.6, as appropriate, to make a cash withdrawal
from his Tax-Deferred Contributions Sub-Account. The maximum amount that a
Participant may withdraw pursuant to this Section because of a hardship is the
balance of his Tax-Deferred Contributions Sub-Account, exclusive of any earnings
credited to such Sub-Account as of a date that is after December 31, 1988. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>13.4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Limitations on Withdrawals Other than Hardship Withdrawals</FONT></H2>

Withdrawals made pursuant to this Article, other than hardship withdrawals, shall be subject to the following
conditions and limitations:<BR><BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
A Participant must file a written withdrawal application with the Administrator
such number of days prior to the date as of which it is to be effective as the
Administrator shall prescribe.</FONT></TD>
</TR>
</TABLE>
<BR>



<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
Withdrawals
may be made effective as soon as reasonably practicable following the
Administrator&#146;s receipt of the Participant&#146;s directions.</FONT></TD>
</TR>
</TABLE>
<BR>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>13.5 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Order of
Withdrawal from a Participant&#146;s Sub-Accounts</FONT></H2>

Distribution of a withdrawal amount shall be made from a Participant's Sub-Accounts, to the extent necessary, in
the following order:<BR><BR>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
             The balance of the Participant's Rollover Contributions Sub-Account, if any, shall be distributed.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
The
balance of the Participant&#146;s Employer Contributions Sub-Account, exclusive
of amounts attributable to Employer Contributions credited to such Sub-Account
solely on account of Tax-Deferred Contributions made on his behalf shall be
distributed.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
The
balance of the Participant&#146;s Employer Contributions Sub-Account attributable
to Employer Contributions credited to such Sub-Account solely on account of
Tax-Deferred Contributions made by him, if any, shall be distributed.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
The
balance of the Participant&#146;s Tax-Deferred Contributions Sub-Account shall be
distributed, but if the distribution is because of hardship, only to the extent
permitted under Section 13.3.</FONT></TD>
</TR>
</TABLE>
<BR>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>If the Sub-Account from
which a Participant is receiving a withdrawal is invested in more than one
Investment Fund, the withdrawal shall be charged against the Investment Funds as
directed by the Administrator. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>13.6&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Conditions and Limitations on Hardship Withdrawals</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>A Participant must file a
written application for a hardship withdrawal with the Administrator such number
of days prior to the date as of which it is to be effective as the Administrator
may prescribe. Hardship withdrawals may be made effective as soon as reasonably
practicable following the Administrator&#146;s receipt of the Participant&#146;s
directions. The Administrator shall grant a hardship withdrawal only if it
determines that the withdrawal is necessary to meet an immediate and heavy
financial need of the Participant. An immediate and heavy financial need of the
Participant means a financial need on account of: </FONT></P>

<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=5%>(a)</TD>
<TD WIDTH=95%>

expenses previously incurred by or necessary to obtain for the Participant, the
Participant&#146;s spouse, or any dependent of the Participant (as defined in
Section 152 of the Code) medical care described in Section 213(d) of the Code;
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=5%>(b)</TD>
<TD WIDTH=95%>

          costs directly related to the purchase (excluding mortgage payments) of a principal residence for
             the Participant;

<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=5%>(c)</TD>
<TD WIDTH=95%>

payment of tuition, related educational fees, and room and board expenses for
the next 12 months of postsecondary education for the Participant, the
Participant&#146;s spouse, or any dependent of the Participant; or
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=5%>(d)</TD>
<TD WIDTH=95%>

          the need to prevent the eviction of the Participant from his principal residence or foreclosure on
             the mortgage of the Participant's principal residence.

</TD>
</TR>
</TABLE>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>A withdrawal shall be
deemed to be necessary to satisfy an immediate and heavy financial need of a
Participant only if all of the following requirements are satisfied: </FONT></P>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
             The withdrawal is not in excess of the amount of the immediate and heavy financial need of the
             Participant.<BR><BR>

             The Participant has obtained all distributions, other than hardship distributions, and all
             nontaxable loans currently available under all plans maintained by an Employer or any Related
             Company.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
The
Participant&#146;s Tax-Deferred Contributions and the Participant&#146;s elective
tax-deferred contributions and employee aftertax contributions under all other
taxqualified plans maintained by an Employer or any Related Company shall be
suspended for at least twelve months after his receipt of the withdrawal.</FONT></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
The
Participant shall not make Tax-Deferred Contributions or elective tax-deferred
contributions under any other taxqualified plan maintained by an Employer or any
Related Company for the Participant&#146;s taxable year immediately following
the taxable year of the withdrawal in excess of the applicable limit under
Section 402(g) of the Code for such next taxable year less the amount of the
Participant&#146;s Tax-Deferred Contributions and elective tax-deferred
contributions under any other plan maintained by an Employer or any Related
Company for the taxable year of the withdrawal.</FONT></TD>
</TR>
</TABLE>
<BR>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>The minimum hardship
withdrawal that a Participant may make is $1,000. The amount of a hardship
withdrawal shall include any amounts necessary to pay any Federal, state or
local income taxes or penalties reasonably anticipated to result from the
distribution. A Participant shall not fail to be treated as an Eligible Employee
for purposes of applying the limitations contained in Article VII of the Plan
merely because his Tax-Deferred Contributions are suspended in accordance with
this Section. </FONT></P>

<BR><BR><BR>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ARTICLE XIV</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>TERMINATION
OF EMPLOYMENT AND SETTLEMENT DATE</FONT></H1>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>14.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Termination of Employment and Settlement Date</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>A Participant&#146;s
Settlement Date shall occur on the date he terminates employment with an
Employer and all Related Companies because of death, disability, retirement, or
other termination of employment. Written notice of a Participant&#146;s
Settlement Date shall be given by the Administrator to the Trustee. </FONT></P>

<BR><BR><BR>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ARTICLE XV</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>DISTRIBUTIONS</FONT></H1>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>15.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Distributions to Participants</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>A Participant whose
Settlement Date occurs shall receive distribution of the value of his vested
interest in his Separate Account in the form provided under Article XVI
beginning as soon as reasonably practicable following his Settlement Date or the
date his application for distribution is filed with the Administrator, if later.
In addition, a Participant who continues in employment with an Employer or a
Related Company after his Normal Retirement Date may elect to receive
distribution of all or any portion of his Separate Account in the form provided
under Article XVI at any time following his Normal Retirement Date. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>15.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Distributions to Beneficiaries</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>If a Participant dies prior
to the date distribution of his vested interest in his Separate Account begins
under this Article, his Beneficiary shall receive distribution of the
Participant&#146;s vested interest in his Separate Account in the form provided
under Article XVI beginning as soon as reasonably practicable following the date
the Beneficiary&#146;s application for distribution is filed with the
Administrator. Unless distribution is to be made over the life or over a period
certain not greater than the life expectancy of the Beneficiary, distribution of
the Participant&#146;s entire vested interest shall be made to the Beneficiary
no later than the end of the fifth calendar year beginning after the
Participant&#146;s death. If distribution is to be made over the life or over a
period certain no greater than the life expectancy of the Beneficiary,
distribution shall commence no later than: </FONT></P>

<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=5%>(a)</TD>
<TD WIDTH=95%>

          If the Beneficiary is not the Participant's spouse, the end of the first calendar year beginning
             after the Participant's death; or
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=5%>(b)</TD>
<TD WIDTH=95%>

If the Beneficiary is the Participant&#146;s spouse, the later of (i) the end of
the first calendar year beginning after the Participant&#146;s death or (ii) the
end of the calendar year in which the Participant would have attained age
70&#160;1/2.
</TD>
</TR>
</TABLE>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>If distribution is to be
made to a Participant&#146;s spouse, it shall be made available within a
reasonable period of time after the Participant&#146;s death that is no less
favorable than the period of time applicable to other distributions. If a
Participant dies after the date distribution of his vested interest in his
Separate Account begins under this Article, but before his entire vested
interest in his Separate Account is distributed, his Beneficiary shall receive
distribution of the remainder of the Participant&#146;s vested interest in his
Separate Account beginning as soon as reasonably practicable following the
Participant&#146;s date of death in a form that provides for distribution at
least as rapidly as under the form in which the Participant was receiving
distribution. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>15.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Cash Outs
and Participant Consent</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Notwithstanding any other
provision of the Plan to the contrary, if a Participant&#146;s vested interest
in his Separate Account does not exceed $3,500, distribution of such vested
interest shall be made to the Participant in a single sum payment as soon as
reasonably practicable following his Settlement Date. If a Participant&#146;s
vested interest in his Separate Account exceeds $3,500, distribution shall not
commence to such Participant prior to his Normal Retirement Date without the
Participant&#146;s written consent. If a Participant made a withdrawal in
accordance with the provisions of Article XIII or was in default on a loan for
which a portion of his Separate Account was pledged as security as provided in
Article&#160;XII and his vested interest in his Separate Account on the date
immediately preceding the withdrawal or default exceeded $3,500, then for
purposes of this Section, his vested interest in his Separate Account shall be
deemed to exceed $3,500. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>15.4 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Required
Commencement of Distribution</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Notwithstanding any other provision
of the Plan to the contrary, distribution of a Participant&#146;s vested
interest in his Separate Account shall commence to the Participant no later than
the earlier of: </FONT></P>

<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=5%>(a)</TD>
<TD WIDTH=95%>

60 days after the close of the Plan Year in which (i) the Participant&#146;s
Normal Retirement Date occurs, (ii) the 10th anniversary of the year in which he
commenced participation in the Plan occurs, or (iii) his Settlement Date occurs,
whichever is latest; or

<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=5%>(b)</TD>
<TD WIDTH=95%>

the April 1 following the close of the calendar year in which he attains age 70
1/2, whether or not his Settlement Date has occurred, except that if a
Participant attained age 70 1/2 prior to January&#160;1, 1988, and was not a
fivepercent owner (as defined in Section 416 of the Code) at any time during the
fivePlanYear period ending within the calendar year in which he attained age 70
1/2, distribution of such Participant&#146;s vested interest in his Separate
Account shall commence no later than the April 1 following the close of the
calendar year in which he attains age 70&#160;1/2&#160;or retires, whichever is
later.

</TD>
</TR>
</TABLE>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Distributions required to
commence under this Section shall be made in the form provided under Article XVI
and in accordance with Section 401(a)(9) of the Code and regulations issued
thereunder, including the minimum distribution incidental benefit requirements. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>15.5&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Reemployment of a Participant</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>If a Participant whose
Settlement Date has occurred is reemployed by an Employer or a Related Company,
he shall lose his right to any distribution or further distributions from the
Trust arising from his prior Settlement Date and his interest in the Trust shall
thereafter be treated in the same manner as that of any other Participant whose
Settlement Date has not occurred. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>15.6&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Restrictions on Alienation</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Except as provided in
Section 401(a)(13) of the Code relating to qualified domestic relations orders
and Section&#160;1.401(a)13(b)(2) of Treasury regulations relating to Federal
tax levies and judgments, no benefit under the Plan at any time shall be subject
in any manner to anticipation, alienation, assignment (either at law or in
equity), encumbrance, garnishment, levy, execution, or other legal or equitable
process; and no person shall have power in any manner to anticipate, transfer,
assign (either at law or in equity), alienate or subject to attachment,
garnishment, levy, execution, or other legal or equitable process, or in any way
encumber his benefits under the Plan, or any part thereof, and any attempt to do
so shall be void. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>15.7&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Facility
of Payment</FONT></H2>


<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>If the Administrator finds
that any individual to whom an amount is payable hereunder is incapable of
attending to his financial affairs because of any mental or physical condition,
including the infirmities of advanced age, such amount (unless prior claim
therefor shall have been made by a duly qualified guardian or other legal
representative) may, in the discretion of the Administrator, be paid to another
person for the use or benefit of the individual found incapable of attending to
his financial affairs or in satisfaction of legal obligations incurred by or on
behalf of such individual. The Trustee shall make such payment only upon receipt
of written instructions to such effect from the Administrator. Any such payment
shall be charged to the Separate Account from which any such payment would
otherwise have been paid to the individual found incapable of attending to his
financial affairs and shall be a complete discharge of any liability therefor
under the Plan. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>15.8&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Inability
to Locate Payee</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>If any benefit becomes
payable to any person, or to the executor or administrator of any deceased
person, and if that person or his executor or administrator does not present
himself to the Administrator within five years after the Administrator mails
written notice of his eligibility to receive a distribution hereunder to his
last known address, that benefit will be forfeited. However, if the payee later
files a claim for that benefit, the benefit will be restored. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>15.9&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Distribution Pursuant to Qualified Domestic Relations Orders</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Notwithstanding any other
provision of the Plan to the contrary, if a qualified domestic relations order
so provides, distribution may be made to an alternate payee pursuant to a
qualified domestic relations order, as defined in Section 414(p) of the Code,
regardless of whether the Participant&#146;s Settlement Date has occurred or
whether the Participant is otherwise entitled to receive a distribution under
the Plan. </FONT></P>


<BR><BR><BR>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ARTICLE XVI</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>FORM OF
PAYMENT</FONT></H1>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>16.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Normal
Form of Payment</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Unless the Participant, or
his Beneficiary, if the Participant had died, elects the optional form of
payment provided in Section 16.2, distribution shall be made to the Participant,
or his Beneficiary, as the case may be, in a single sum payment. Distribution
under either the normal or optional forms of payment shall be made in cash or in
kind, as elected by the Participant. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>16.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Optional
Form of Payment</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>A Participant, or his
Beneficiary, as the case may be, may elect to receive distribution in a series
of installments over a period not exceeding the life expectancy of the
Participant, or the Participant&#146;s Beneficiary, if the Participant has died,
or a period not exceeding the joint life and last survivor expectancy of the
Participant and his Beneficiary. Each installment shall be equal in amount
except as necessary to adjust for any changes in the value of the
Participant&#146;s Separate Account. The determination of life expectancies
shall be made on the basis of the expected return multiples in Table V and VI of
Section 1.729 of the Treasury regulations and shall be calculated either once at
the time installment payments begin or annually for the Participant and/or his
Beneficiary, if his Beneficiary is his spouse, as determined by the Participant
at the time installment payments begin. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>16.3 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Change of
Option Election</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>A Participant or
Beneficiary who has elected the optional form of payment under Section 16.2 may
revoke or change his election at any time prior to the date as of which his
benefit commences by filing with the Administrator a written election in the
form prescribed by the Administrator. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>16.4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Direct
Rollover</FONT></H2>



<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Notwithstanding any other
provision of the Plan to the contrary, in lieu of receiving distribution in the
form of payment provided under this Article, a &#147;qualified distributee&#148;
may elect in writing, in accordance with rules prescribed by the Administrator,
to have any portion or all of a distribution made on or after January 1, 1993,
that is an &#147;eligible rollover distribution&#148; paid directly by the Plan
to the &#147;eligible retirement plan&#148; designated by the &#147;qualified
distributee&#148;; provided, however, that this provision shall not apply if the
total distribution is less than $200 and that a &#147;qualified
distributee&#148; may not elect this provision with respect to a portion of a
distribution that is less than $500. Any such payment by the Plan to another
&#147;eligible retirement plan&#148; shall be a direct rollover. For purposes of
this Section, the following terms have the following meanings: </FONT></P>

<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=5%>(a)</TD>
<TD WIDTH=95%>


An &#147;eligible retirement plan&#148; means an individual retirement account
described in Section 408(a) of the Code, an individual retirement annuity
described in Section 408(b) of the Code, an annuity plan described in Section
403(a) of the Code, or a qualified trust described in Section 401(a) of the Code
that accepts rollovers; provided, however, that, in the case of a direct
rollover by a surviving spouse, an eligible retirement plan does not include a
qualified trust described in Section 401(a) of the Code.

<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=5%>(b)</TD>
<TD WIDTH=95%>

An &#147;eligible rollover distribution&#148; means any distribution of all or
any portion of the balance of a Participant&#146;s Separate Account; provided,
however, that an eligible rollover distribution does not include: any
distribution that is one of a series of substantially equal periodic payments
made not less frequently than annually for the life or life expectancy of the
qualified distributee or the joint lives or joint life expectancies of the
qualified distributee and the qualified distributee&#146;s designated
beneficiary, or for a specified period of ten years or more; and any
distribution to the extent such distribution is required under Section 401(a)(9)
of the Code.

<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=5%>(c)</TD>
<TD WIDTH=95%>

A &#147;qualified distributee&#148; means a Participant, his surviving spouse,
or his spouse or former spouse who is an alternate payee under a qualified
domestic relations order, as defined in Section 414(p) of the Code.

</TD>
</TR>
</TABLE>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>16.5 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Notice
Regarding Forms of Payment</FONT></H2>



<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Within the 60 day period
ending 30 days before the date as of which distribution of a Participant&#146;s
Separate Account commences, the Administrator shall provide the Participant with
a written explanation of his right to defer distribution until his Normal
Retirement Date, his right to make a direct rollover, and the forms of payment
available under the Plan. Distribution of the Participant&#146;s Separate
Account may commence less than 30 days after such notice is provided to the
Participant if (i)&#160;the Administrator clearly informs the Participant of his
right to consider his election of whether or not to make a direct rollover or to
receive a distribution prior to his Normal Retirement Date and his election of a
form of payment for a period of at least 30 days following his receipt of the
notice and (ii)&#160;the Participant, after receiving the notice, affirmatively
elects an early distribution. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>16.6&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Reemployment</FONT></H2>

If a Participant is reemployed by an Employer or a Related Company prior to receiving distribution of the entire
balance of his vested interest in his Separate Account, his prior election of a form of payment hereunder shall
become ineffective.


<BR><BR><BR>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ARTICLE XVII</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>BENEFICIARIES</FONT></H1>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>17.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Designation
of Beneficiary</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>A married
Participant&#146;s Beneficiary shall be his spouse, unless the Participant
designates a person or persons other than his spouse as Beneficiary with his
spouse&#146;s written consent. A Participant may designate a Beneficiary on the
form prescribed by the Administrator. If no Beneficiary has been designated
pursuant to the provisions of this Section, or if no Beneficiary survives the
Participant and he has no surviving spouse, then the Beneficiary under the Plan
shall be the Participant&#146;s estate. If a Beneficiary dies after becoming
entitled to receive a distribution under the Plan but before distribution is
made to him in full, and if no other Beneficiary has been designated to receive
the balance of the distribution in that event, the estate of the deceased
Beneficiary shall be the Beneficiary as to the balance of the distribution. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>17.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Spousal
Consent Requirements</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Any written spousal consent
given pursuant to this Article must acknowledge the effect of the action taken
and must be witnessed by a Plan representative or a notary public. The
spouse&#146;s written consent may be a general consent that permits the
Participant to change the designated Beneficiary without the spouse&#146;s
further consent. A Participant&#146;s spouse will be deemed to have given
written consent to the Participant&#146;s designation of Beneficiary if the
Participant establishes to the satisfaction of a Plan representative that such
consent cannot be obtained because the spouse cannot be located or because of
other circumstances set forth in Section 401(a)(11) of the Code and regulations
issued thereunder. Any written consent given or deemed to have been given by a
Participant&#146;s spouse hereunder shall be valid only with respect to the
spouse who signs the consent. </FONT></P>


<BR><BR><BR>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ARTICLE XVIII</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ADMINISTRATION</FONT></H1>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>18.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Authority
of the Sponsor</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>The Sponsor, which shall be
the administrator for purposes of ERISA and the plan administrator for purposes
of the Code, shall be responsible for the administration of the Plan and, in
addition to the powers and authorities expressly conferred upon it in the Plan,
shall have all such powers and authorities as may be necessary to carry out the
provisions of the Plan, including the power and authority to interpret and
construe the provisions of the Plan, to make benefit determinations, and to
resolve any disputes which arise under the Plan. The Sponsor may employ such
attorneys, agents, and accountants as it may deem necessary or advisable to
assist in carrying out its duties hereunder. The Sponsor and the Trustee shall
be &#147;named fiduciaries&#148; as that term is defined in Section 402(a)(2) of
ERISA. The Sponsor may: </FONT></P>

<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=5%>(a)</TD>
<TD WIDTH=95%>
          allocate any of the powers, authority, or responsibilities for the operation and administration of
             the Plan, which are retained by it or granted to it by this Article, to the Trustee; and
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=5%>(b)</TD>
<TD WIDTH=95%>

          designate a person or persons other than the Sponsor to carry out any of such powers, authority, or
             responsibilities;

</TD>
</TR>
</TABLE>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>except that no power,
authority, or responsibility of the Trustee shall be subject to the provisions
of paragraph (b) of this Section, and except that no allocation or delegation by
the Sponsor of any of its powers, authority, or responsibilities to the Trustee
shall become effective unless such allocation or delegation shall first be
accepted by the Trustee in a writing signed by it and delivered to the Sponsor. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>18.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Action of
the Sponsor</FONT></H2>



<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Any act authorized,
permitted, or required to be taken under the Plan by the Sponsor and which has
not been delegated in accordance with Section 18.1, may be taken by a majority
of the members of the board of directors of the Sponsor, either by vote at a
meeting, or in writing without a meeting, or by the employee or employees of the
Sponsor designated by the board of directors to carry out such acts on behalf of
the Sponsor. All notices, advice, directions, certifications, approvals, and
instructions required or authorized to be given by the Sponsor as under the Plan
shall be in writing and signed by either (i)&#160;a majority of the members of
the board of directors of the Sponsor or by such member or members as may be
designated by an instrument in writing, signed by all the members thereof, as
having authority to execute such documents on its behalf, or (ii) the employee
or employees authorized to act for the Sponsor in accordance with the provisions
of this Section. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>18.3 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Claims
Review Procedure</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Except to the extent that
the provisions of any collective bargaining agreement provide another method of
resolving claims for benefits under the Plan, the provisions of this Section
shall control with respect to the resolution of such claims. Whenever a claim
for benefits under the Plan filed by any person (herein referred to as the
&#147;Claimant&#148;) is denied, whether in whole or in part, the Sponsor shall
transmit a written notice of such decision to the Claimant within 90 days of the
date the claim was filed or, if special circumstances require an extension,
within 180 days of such date, which notice shall be written in a manner
calculated to be understood by the Claimant and shall contain a statement of
(i)&#160;the specific reasons for the denial of the claim, (ii)&#160;specific
reference to pertinent Plan provisions on which the denial is based, and
(iii)&#160;a description of any additional material or information necessary for
the Claimant to perfect the claim and an explanation of why such information is
necessary. The notice shall also include a statement advising the Claimant that,
within 60 days of the date on which he receives such notice, he may obtain
review of such decision in accordance with the procedures hereinafter set forth.
Within such 60day period, the Claimant or his authorized representative may
request that the claim denial be reviewed by filing with the Sponsor a written
request therefor, which request shall contain the following information: </FONT></P>

<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=5%>(a)</TD>
<TD WIDTH=95%>


the date on which the Claimant&#146;s request was filed with the Sponsor;
provided, however, that the date on which the Claimant&#146;s request for review
was in fact filed with the Sponsor shall control in the event that the date of
the actual filing is later than the date stated by the Claimant pursuant to this
paragraph;
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=5%>(b)</TD>
<TD WIDTH=95%>

          the specific portions of the denial of his claim which the Claimant requests the Sponsor to review;
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=5%>(c)</TD>
<TD WIDTH=95%>

a statement by the Claimant setting forth the basis upon which he believes the
Sponsor should reverse the previous denial of his claim for benefits and accept
his claim as made; and

<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=5%>(d)</TD>
<TD WIDTH=95%>


any written material (offered as exhibits) which the Claimant desires the
Sponsor to examine in its consideration of his position as stated pursuant to
paragraph (c) of this Section.

</TD>
</TR>
</TABLE>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Within 60 days of the date
determined pursuant to paragraph (a) of this Section or, if special
circumstances require an extension, within 120 days of such date, the Sponsor
shall conduct a full and fair review of the decision denying the Claimant&#146;s
claim for benefits and shall render its written decision on review to the
Claimant. The Sponsor&#146;s decision on review shall be written in a manner
calculated to be understood by the Claimant and shall specify the reasons and
Plan provisions upon which the Sponsor&#146;s decision was based. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>18.4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Qualified
Domestic Relations Orders</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>The Sponsor shall establish
reasonable procedures to determine the status of domestic relations orders and
to administer distributions under domestic relations orders which are deemed to
be qualified orders. Such procedures shall be in writing and shall comply with
the provisions of Section 414(p) of the Code and regulations issued thereunder. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>18.5&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Indemnification</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>In addition to whatever
rights of indemnification the Trustee or the members of the board of directors
of the Sponsor or any employee or employees of the Sponsor to whom any power,
authority, or responsibility is delegated pursuant to Section 18.2, may be
entitled under the articles of incorporation or regulations of the Sponsor,
under any provision of law, or under any other agreement, the Sponsor shall
satisfy any liability actually and reasonably incurred by any such person or
persons, including expenses, attorneys&#146; fees, judgments, fines, and amounts
paid in settlement (other than amounts paid in settlement not approved by the
Sponsor), in connection with any threatened, pending or completed action, suit,
or proceeding which is related to the exercising or failure to exercise by such
person or persons of any of the powers, authority, responsibilities, or
discretion as provided under the Plan, or reasonably believed by such person or
persons to be provided hereunder, and any action taken by such person or persons
in connection therewith, unless the same is judicially determined to be the
result of such person&#146;s or persons&#146; gross negligence or willful
misconduct. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>18.6 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Actions
Binding</FONT></H2>



<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Subject to the provisions
of Section 18.3, any action taken by the Sponsor which is authorized, permitted,
or required under the Plan shall be final and binding upon the Employers, the
Trustee, all persons who have or who claim an interest under the Plan, and all
third parties dealing with the Employers or the Trustee. </FONT></P>


<BR><BR><BR>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ARTICLE XIX</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>AMENDMENT
AND TERMINATION</FONT></H1>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>19.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Amendment</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Subject to the provisions
of Section 19.2, the Sponsor may at any time and from time to time, by action of
its board of directors, or such officers of the Sponsor as are authorized by its
board of directors, amend the Plan, either prospectively or retroactively. Any
such amendment shall be by written instrument executed by the Sponsor. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>19.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Limitation on Amendment</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>The Sponsor shall make no
amendment to the Plan which shall decrease the accrued benefit of any
Participant or Beneficiary, except that nothing contained herein shall restrict
the right to amend the provisions of the Plan relating to the administration of
the Plan and Trust. Moreover, no such amendment shall be made hereunder which
shall permit any part of the Trust to revert to an Employer or any Related
Company or be used or be diverted to purposes other than the exclusive benefit
of Participants and Beneficiaries. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>19.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Termination</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>The Sponsor reserves the
right, by action of its board of directors, to terminate the Plan as to all
Employers at any time (the effective date of such termination being hereinafter
referred to as the &#147;termination date&#148;). Upon any such termination of
the Plan, the following actions shall be taken for the benefit of Participants
and Beneficiaries: </FONT></P>

<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=5%>(a)</TD>
<TD WIDTH=95%>

As of the termination date, each Investment Fund shall be valued and all
Separate Accounts and Sub-Accounts shall be adjusted in the manner provided in
Article XI, with any unallocated contributions or forfeitures being allocated as
of the termination date in the manner otherwise provided in the Plan. The
termination date shall become a Valuation Date for purposes of Article XI. In
determining the net worth of the Trust, there shall be included as a liability
such amounts as shall be necessary to pay all expenses in connection with the
termination of the Trust and the liquidation and distribution of the property of
the Trust, as well as other expenses, whether or not accrued, and shall include
as an asset all accrued income.

<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=5%>(b)</TD>
<TD WIDTH=95%>


All Separate Accounts shall then be disposed of to or for the benefit of each
Participant or Beneficiary in accordance with the provisions of Article XV as if
the termination date were his Settlement Date; provided, however, that
notwithstanding the provisions of Article XV, if the Plan does not offer an
annuity option and if neither his Employer nor a Related Company establishes or
maintains another defined contribution plan (other than an employee stock
ownership plan as defined in Section 4975(e)(7) of the Code), the
Participant&#146;s written consent to the commencement of distribution shall not
be required regardless of the value of the vested portions of his Separate
Account.

<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=5%>(c)</TD>
<TD WIDTH=95%>

Notwithstanding the provisions of paragraph (b) of this Section, no distribution
shall be made to a Participant of any portion of the balance of his Tax-Deferred
Contributions Sub-Account prior to his separation from service (other than a
distribution made in accordance with Article&#160;XIII or required in accordance
with Section 401(a)(9) of the Code) unless (i) neither his Employer nor a
Related Company establishes or maintains another defined contribution plan
(other than an employee stock ownership plan as defined in Section 4975(e)(7) of
the Code, a tax credit employee stock ownership plan as defined in Section 409
of the Code, or a simplified employee pension as defined in Section 408(k) of
the Code) either at the time the plan is terminated or at any time during the
period ending 12 months after distribution of all assets from the Plan;
provided, however, that this provision shall not apply if fewer than two percent
of the Eligible Employees under the Plan were eligible to participate at any
time in such other defined contribution plan during the 24-month period
beginning 12 months before the Plan termination, and (ii) the distribution the
Participant receives is a &#147;lump sum distribution&#148; as defined in
Section 402(e)(4) of the Code, without regard to clauses (i), (ii), (iii), and
(iv) of subparagraph (A), subparagraph (B), or subparagraph (H) thereof.


</TD>
</TR>
</TABLE>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Notwithstanding anything to
the contrary contained in the Plan, upon any such Plan termination, the vested
interest of each Participant and Beneficiary in his Employer Contributions
Sub-Account shall be 100 percent; and, if there is a partial termination of the
Plan, the vested interest of each Participant and Beneficiary who is affected by
the partial termination in his Employer Contributions Sub-Account shall be 100
percent. For purposes of the preceding sentence only, the Plan shall be deemed
to terminate automatically if there shall be a complete discontinuance of
contributions hereunder by all Employers. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>19.4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Reorganization</FONT></H2>



<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>The merger, consolidation,
or liquidation of any Employer with or into any other Employer or a Related
Company shall not constitute a termination of the Plan as to such Employer. If
an Employer disposes of substantially all of the assets used by the Employer in
a trade or business or disposes of a subsidiary and in connection therewith one
or more Participants terminates employment but continues in employment with the
purchaser of the assets or with such subsidiary, no distribution from the Plan
shall be made to any such Participant prior to his separation from service
(other than a distribution made in accordance with Article XIII or required in
accordance with Section 401(a)(9) of the Code), except that a distribution shall
be permitted to be made in such a case, subject to the Participant&#146;s
consent (to the extent required by law), if (i) the distribution would
constitute a &#147;lump sum distribution&#148; as defined in section 402(e)(4)
of the Code, without regard to clauses (i), (ii), (iii), or (iv) of subparagraph
(A), subparagraph (B), or subparagraph (H) thereof, (ii) the Employer continues
to maintain the Plan after the disposition, (iii) the purchaser does not
maintain the Plan after the disposition, and (iv) the distribution is made by
the end of the second calendar year after the calendar year in which the
disposition occurred. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>19.5&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Withdrawal of an Employer</FONT></H2>



<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>An Employer other than the
Sponsor may withdraw from the Plan at any time upon notice in writing to the
Administrator (the effective date of such withdrawal being hereinafter referred
to as the &#147;withdrawal date&#148;), and shall thereupon cease to be an
Employer for all purposes of the Plan. An Employer shall be deemed automatically
to withdraw from the Plan in the event of its complete discontinuance of
contributions, or, subject to Section 19.4 and unless the Sponsor otherwise
directs, it ceases to be a Related Company of the Sponsor or any other Employer.
The withdrawal of an Employer shall be treated as a termination of the Plan with
respect to Participants who at the time are employed by such Employer. In the
event of any such withdrawal of an Employer, the action specified in Section
19.3 shall be taken as of the withdrawal date, as on a termination of the Plan,
but with respect only to Participants who are employed solely by the withdrawing
Employer, and who, upon such withdrawal, are neither transferred to nor
continued in employment with any other Employer or a Related Company. The
interest of any Participant employed by the withdrawing Employer who is
transferred to or continues in employment with any other Employer or a Related
Company, and the interest of any Participant employed solely by an Employer or a
Related Company other than the withdrawing Employer, shall remain unaffected by
such withdrawal; no adjustment to his Separate Accounts shall be made by reason
of the withdrawal; and he shall continue as a Participant hereunder subject to
the remaining provisions of the Plan. </FONT></P>


<BR><BR><BR>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ARTICLE XX</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ADOPTION BY
OTHER EMPLOYERS</FONT></H1>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>20.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Adoption by
Related Companies</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>A Related Company that is
not an Employer may, with the consent of the Sponsor, adopt the Plan and become
an Employer hereunder by causing an appropriate written instrument evidencing
such adoption to be executed in accordance with the requirements of its
organizational authority. Any such instrument shall specify the effective date
of the adoption. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>20.2 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Effective
Plan Provisions</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>An Employer who adopts the Plan
shall be bound by the provisions of the Plan in effect at the time of the
adoption and as subsequently in effect because of any amendment to the Plan. </FONT></P>


<BR><BR><BR>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ARTICLE XXI</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>MISCELLANEOUS
PROVISIONS</FONT></H1>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>21.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; No
Commitment as to Employment</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Nothing contained herein
shall be construed as a commitment or agreement upon the part of any person to
continue his employment with an Employer or Related Company, or as a commitment
on the part of any Employer or Related Company to continue the employment,
compensation, or benefits of any person for any period. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>21.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Benefits</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Nothing in the Plan nor the
Trust Agreement shall be construed to confer any right or claim upon any person,
firm, or corporation other than the Employers, the Trustee, Participants, and
Beneficiaries. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>21.3 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No
Guarantees</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>The Employers, the
Administrator, and the Trustee do not guarantee the Trust from loss or
depreciation, nor do they guarantee the payment of any amount which may become
due to any person hereunder. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>21.4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Expenses</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>The expenses of
administration of the Plan, including the expenses of the Administrator and fees
of the Trustee, shall be paid from the Trust or by the Sponsor or another
Employer as the Sponsor shall direct. Notwithstanding the foregoing,
administrative expenses that are allocable to the Separate Account of a specific
Participant shall be paid from that Separate Account or by the Sponsor or
another Employer as the Sponsor shall direct. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>21.5&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Precedent</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Except as otherwise
specifically provided, no action taken in accordance with the Plan shall be
construed or relied upon as a precedent for similar action under similar
circumstances. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>21.6 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Duty to
Furnish Information</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>The Employers, the
Administrator, and the Trustee shall furnish to any of the others any documents,
reports, returns, statements, or other information that the other reasonably
deems necessary to perform its duties hereunder or otherwise imposed by law. </FONT></P>



<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>21.7&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Withholding</FONT></H2>

The Trustee shall withhold any tax which by any present or future law is required to be withheld, and which the
Administrator notifies the Trustee in writing is to be so withheld, from any payment to any Participant or
Beneficiary hereunder.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>21.8 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Merger,
Consolidation, or Transfer of Plan Assets</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>The Plan shall not be
merged or consolidated with any other plan, nor shall any of its assets or
liabilities be transferred to another plan, unless, immediately after such
merger, consolidation, or transfer of assets or liabilities, each Participant in
the Plan would receive a benefit under the Plan which is at least equal to the
benefit he would have received immediately prior to such merger, consolidation,
or transfer of assets or liabilities (assuming in each instance that the Plan
had then terminated). </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>21.9&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Back Pay
Awards</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>The provisions of this
Section shall apply only to an Employee or former Employee who becomes entitled
to back pay by an award or agreement of an Employer without regard to mitigation
of damages. If a person to whom this Section applies was or would have become an
Eligible Employee after such back pay award or agreement has been effected, and
if any such person who had not previously elected to make Tax-Deferred
Contributions pursuant to Section 4.1 shall within 30 days of the date he
receives notice of the provisions of this Section make an election to make
Tax-Deferred Contributions in accordance with such Section 4.1 (retroactive to
any Enrollment Date as of which he was or has become eligible to do so), then
such Participant may elect that any Tax-Deferred Contributions not previously
made on his behalf but which, after application of the foregoing provisions of
this Section, would have been made under the provisions of Article IV, shall be
made out of the proceeds of such back pay award or agreement. In addition, if
any such Employee or former Employee would have been eligible to participate in
the allocation of Employer Contributions under the provisions of Article VI for
any prior Plan Year after such back pay award or agreement has been effected,
his Employer shall make an Employer Contribution equal to the amount of the
Employer Contribution which would have been allocated to such Participant under
the provisions of Article VI as in effect during each such Plan Year. The
amounts of such additional contributions shall be credited to the Separate
Account of such Participant. Any additional contributions made by such
Participant and by an Employer pursuant to this Section shall be made in
accordance with, and subject to the limitations of the applicable provisions of
Articles IV, VI, and VII. </FONT></P>



<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>21.10&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Condition on Employer Contributions</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Notwithstanding anything to
the contrary contained in the Plan or the Trust Agreement, any contribution of
an Employer hereunder is conditioned upon the continued qualification of the
Plan under Section 401(a) of the Code, the exempt status of the Trust under
Section 501(a) of the Code, and the deductibility of the contribution under
Section 404 of the Code. Except as otherwise provided in this Section and
Section 21.11, however, in no event shall any portion of the property of the
Trust ever revert to or otherwise inure to the benefit of an Employer or any
Related Company. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>21.11 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Return
of Contributions to an Employer</FONT></H2>

Notwithstanding any other provision of the Plan or the Trust Agreement to the contrary, in the event any
contribution of an Employer made hereunder:

<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=5%>(a)</TD>
<TD WIDTH=95%>
          is made under a mistake of fact, or
<BR><BR>
</TD>
</TR>
<TR VALIGN=TOP>
<TD WIDTH=5%>(b)</TD>
<TD WIDTH=95%>
          is disallowed as a deduction under Section 404 of the Code,

</TD>
</TR>
</TABLE>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>such contribution may be returned
to the Employer within one year after the payment of the contribution or the
disallowance of the deduction to the extent disallowed, whichever is applicable.
In the event the Plan does not initially qualify under Section 401(a) of the
Code, any contribution of an Employer made hereunder may be returned to the
Employer within one year of the date of denial of the initial qualification of
the Plan, but only if an application for determination was made within the
period of time prescribed under Section 403(c)(2)(B) of ERISA. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>21.12&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Validity
of Plan</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>The validity of the Plan
shall be determined and the Plan shall be construed and interpreted in
accordance with the laws of the Commonwealth of Massachusetts, except as
preempted by applicable Federal law. The invalidity or illegality of any
provision of the Plan shall not affect the legality or validity of any other
part thereof. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>21.13&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Trust
Agreement</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>The Trust Agreement and the
Trust maintained thereunder shall be deemed to be a part of the Plan as if fully
set forth herein and the provisions of the Trust Agreement are hereby
incorporated by reference into the Plan. </FONT></P>



<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>21.14&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Parties
Bound</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>The Plan shall be binding upon
the Employers, all Participants and Beneficiaries hereunder, and, as the case
may be, the heirs, executors, administrators, successors, and assigns of each of
them. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>21.15&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Application of Certain Plan Provisions</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>A Participant&#146;s
Beneficiary, if the Participant has died, or alternate payee under a qualified
domestic relations order shall be treated as a Participant for purposes of
directing investments as provided in Article X. For purposes of the general
administrative provisions and limitations of the Plan, a Participant&#146;s
Beneficiary or alternate payee under a qualified domestic relations order shall
be treated as any other person entitled to receive benefits under the Plan. Upon
any termination of the Plan, any such Beneficiary or alternate payee under a
qualified domestic relations order who has an interest under the Plan at the
time of such termination, which does not cease by reason thereof, shall be
deemed to be a Participant for all purposes of the Plan. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>21.16&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Leased
Employees</FONT></H2>



<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Any leased employee, other
than an excludable leased employee, shall be treated as an employee of the
Employer for which he performs services for all purposes of the Plan; provided,
however, that contributions to a qualified plan made on behalf of a leased
employee by the leasing organization that are attributable to services for the
Employer shall be treated as having been made by the Employer and there shall be
no duplication of benefits under this Plan. A &#147;leased employee&#148; means
any person who performs services for an Employer or a Related Company (the
&#147;recipient&#148;) (other than an employee of the recipient) pursuant to an
agreement between the recipient and any other person (the &#147;leasing
organization&#148;) on a substantially full-time basis for a period of at least
one year, provided that such services are of a type historically performed, in
the business field of the recipient, by employees. An &#147;excludable leased
employee&#148; means any leased employee of the recipient who is covered by a
money purchase pension plan maintained by the leasing organization which
provides for (i) a nonintegrated employer contribution on behalf of each
participant in the plan equal to at least ten percent of compensation, (ii) full
and immediate vesting, and (iii) immediate participation by employees of the
leasing organization (other than employees who perform substantially all of
their services for the leasing organization or whose compensation from the
leasing organization in each plan year during the four-year period ending with
the plan year is less than $1,000); provided, however, that leased employees do
not constitute more than 20 percent of the recipient&#146;s nonhighly
compensated work force. For purposes of this Section, contributions or benefits
provided to a leased employee by the leasing organization that are attributable
to services performed for the recipient shall be treated as provided by the
recipient. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>21.17&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Transferred Funds</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>If funds from another
qualified plan are transferred or merged into the Plan, such funds shall be held
and administered in accordance with any restrictions applicable to them under
such other plan to the extent required by law and shall be accounted for
separately to the extent necessary to accomplish the foregoing. </FONT></P>


<BR><BR><BR>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ARTICLE XXII</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>TOP-HEAVY
PROVISIONS</FONT></H1>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>22.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Applicability</FONT></H2>

There shall be no top-heavy provisions applicable under the Plan.


<BR><BR><BR>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ARTICLE XXIII</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>EFFECTIVE
DATE</FONT></H1>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>23.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Effective
Date of Amendment and Restatement</FONT></H2>

This amendment and restatement is effective as of July 1, 1995.


<P ALIGN=CENTER>
*&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;*&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;*
</P>

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                         EXECUTED AT Houston,
Texas, this 6th day of June,
1995.

<BR><BR>
<TABLE WIDTH=100%>
<TR>
<TD WIDTH=50%>&nbsp;</TD>
<TD WIDTH=50%>

FRONTIER OIL CORPORATION

<BR><BR>
By:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;George E. Aldrich<BR>
Title:&nbsp;&nbsp;&nbsp;Vice President
</TD>
</TR>
</TABLE>




<BR><BR><BR>



<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>ADDENDUM</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>Re: PLAN
LOANS</FONT></H1>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>01.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Loans
Restricted to Eligible Employees</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>No loans shall be made to
an Employee who makes a Rollover Contribution in accordance with Article IV, but
who is not an Eligible Employee as provided in Article III. </FONT></P>

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>02.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Minimum
Loan Amount</FONT></H2>

A Participant may not request a loan for less than $1,000.

<H2 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=3>03.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Maximum Number
of Outstanding Loans</FONT></H2>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>A Participant with an
outstanding loan may not apply for another loan until the existing loan is paid
in full and may not refinance an existing loan or attain a second loan for the
purpose of paying off the existing loan; provided, however, that a home loan
that is used for purchasing a primary residence shall not be considered in
applying this limitation. A Participant may not apply for more than one loan
during the Plan Year. </FONT></P>

<P><FONT FACE="Times New Roman, Times, Serif" SIZE=3>The provisions of this
Section shall not apply to any loans made prior to the effective date of this
amendment and restatement; provided, however, that a Participant may not apply
for a new loan hereunder, except a home loan as described above, until all
outstanding loans made to the Participant prior to the effective date of this
amendment and restatement have been paid in full. </FONT></P>



<HR SIZE=1 NOSHADE>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
AMENDMENT</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>TO</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>FRONTIER OIL
CORPORATION AND SUBSIDIARIES</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>COLLECTIVELY BARGAINED
EMPLOYEES RETIREMENT SAVINGS PLAN</FONT></H1>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         WHEREAS, the Frontier Oil Corporation (the "Sponsor") adopted the Frontier Oil
Corporation and Subsidiaries Collectively Bargained Employees Retirement Savings Plan (the
"Plan"), most recently amended and restated effective July 1, 1995; and
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         WHEREAS, the Sponsor desires to amend the plan;
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         NOW THEREFORE, the Sponsor amends the plan as follows, effective July 23, 1996:
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         Section 4.4 of the Plan is amended to add to the end thereof the following sentence:
</P>
<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=90%>
         An Eligible Employee who is a member of the Oil, Chemical and Atomic Worker's
         International Union on whose behalf Tax-Deferred Contributions are being made shall
         automatically have such contributions suspended during any period in which he is drawing
         sick leave pay.
</TD>
</TR>
</TABLE>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         IN WITNESS WHEREOF, the Sponsor has executed this instrument this 21st day of
October, 1997.
</P>

<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=50%>&nbsp;</TD>
<TD WIDTH=50%>

                                                     FRONTIER OIL CORPORATION<BR><BR>




                                                     By: &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Jon D. Galvin<BR>

                                                     Title: &nbsp;&nbsp;&nbsp;  Vice President

</td>
</tr>
</TABLE>

<HR SIZE=1 NOSHADE>


<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
AMENDMENT TO THE</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>FRONTIER OIL
CORPORATION AND SUBSIDIARIES</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>RETIREMENT
SAVINGS PLAN AND</FONT></H1>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
                                      THIRD AMENDMENT TO THE TRUST AGREEMENT</FONT></H1>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         WHEREAS, Frontier Oil Corporation, now known as Frontier Refining &amp; Marketing Inc.
(the "Sponsor") adopted the Frontier Oil Corporation and Subsidiaries Collectively Bargained
Employees Retirement Savings Plan, now known as Frontier Refining &amp; Marketing Inc. and
Subsidiaries Collectively Bargained Employees Retirement Savings Plan (the "Plan"), and the
related Trust Agreement (the "Trust"), most recently amended and restated effective May 1,
1998; and
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         WHEREAS, the Sponsor desires to amend the Plan and Trust;
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         NOW, THEREFORE, the Sponsor amends the Plan and Trust as follows, effective April
23, 1998:
</P>
<table width=100%>
<tr valign=top>
<td width=5%>1.</td>
<td width=95%>
    All references to "Frontier Oil Corporation" throughout the Plan and Trust shall be
                  replaced with "Frontier Refining &amp; Marketing Inc.".
<BR><BR>
</td>
</tr>
<tr valign=top>
<td width=5%>2.</td>
<td width=95%>
      All references to "Frontier Oil Corporation and Subsidiaries Collectively Bargained
                  Employees Retirement Savings Plan" throughout the Plan and Trust shall be
                  replaced with "Frontier Refining &amp; Marketing Inc. and Subsidiaries Collectively
                  Bargained Employees Retirement Savings Plan".
</td>
</tr>
</TABLE>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         IN WITNESS WHEREOF, the Sponsor has executed this instrument this 30th day of
November, 1998.
</P>
<BR><BR><BR>

<table width=100%>
<tr valign=top>
<td width=50%>
FIDELITY MANAGEMENT TRUST
COMPANY<BR><BR>


By: &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;   Bernadine C. Topazio     <BR>

Title:&nbsp;&nbsp;&nbsp;   Authorized Signature
</td>
<td width=50%>

FRONTIER REFINING &amp; MARKETING INC.  <BR><BR>



By: &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  Jon D. Galvin  <BR>

Title:&nbsp;&nbsp;&nbsp; Vice President - Chief Financial Officer

</td>
</tr>
</TABLE>

<HR SIZE=1 NOSHADE>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
AMENDMENT</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>TO</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>FRONTIER
REFINING &amp; MARKETING INC. AND SUBSIDIARIES</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>COLLECTIVELY
BARGAINED EMPLOYEES</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>RETIREMENT
SAVINGS PLAN</FONT></H1>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         WHEREAS, the Frontier Refining &amp; Marketing Inc. (the "Sponsor") adopted the Frontier
Refining &amp; Marketing Inc. and Subsidiaries Collectively Bargained Employees Retirement
Savings Plan (the "Plan"), most recently amended and restated effective April 23, 1998; and
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         WHEREAS, the Sponsor desires to amend the Plan;
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         NOW, THEREFORE, the Sponsor amends the Plan as follows, effective January 1, 1999;
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         Section 4.4 of the Plan is amended to delete to the end thereof the following sentence:
</P>
<table width=100%>
<tr valign=top>
<td width=10%>&nbsp;</td>
<td width=90%>
         An Eligible Employee who is a member of the Oil, Chemical and Atomic Worker's
         International Union on whose behalf Tax-Deferred Contributions are being made shall
         automatically have such contribution suspended during any period in which he is drawing
         sick leave pay.
</td>
</tr>
</TABLE>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         IN WITNESS WHEREOF, the Sponsor has executed this instrument this 6th day of April,
1999.
</P>

<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=50%>&nbsp;</TD>
<TD WIDTH=50%>

                                                     FRONTIER REFINING &amp; MARKETING INC.<BR><BR>




                                                     By: &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Jon D. Galvin<BR>

                                                     Title: &nbsp;&nbsp;&nbsp;  Vice President - Chief Financial Officer

</td>
</tr>
</TABLE>
<HR SIZE=1 NOSHADE>




<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
AMENDMENT TO THE</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>FRONTIER
REFINING &amp; MARKETING INC. AND SUBSIDIARIES</FONT></H1>

<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>RETIREMENT
SAVINGS PLAN</FONT></H1>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         WHEREAS, Frontier Refining &amp; Marketing Inc. (the "Sponsor") desires to amend the
Frontier Refining &amp; Marketing Inc. and Subsidiaries Collectively Bargained Employees
Retirement Savings Plan (the "Plan");
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         NOW, THEREFORE, the Sponsor amends the Plan as follows, effective February 28,
1999,
</P>
<table width=100%>
<tr valign=top>
<td width=10%>&nbsp;</td>
<td width=90%>
         To amend Article 4.2 of the Plan to increase tax deferred contributions from 13 percent to
         15 percent of compensation.
</td>
</tr>
</TABLE>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         IN WITNESS WHEREOF, the Sponsor has executed this instrument this 1st day of
September, 1999.
</P>

<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=50%>&nbsp;</TD>
<TD WIDTH=50%>

                                                     FRONTIER REFINING &amp; MARKETING INC.<BR><BR>




                                                     By: &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Jon D. Galvin<BR>

                                                     Title: &nbsp;&nbsp;&nbsp;  Vice President - Chief Financial Officer

</td>
</tr>
</TABLE>
<HR SIZE=1 NOSHADE>



<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=3>
                                                AMENDMENT TO<BR>
                                        FRONTIER REFINING &amp; MARKETING INC.<BR>
                                     AND SUBSIDIARIES COLLECTIVE BARGAINED EMPLOYEES RETIREMENT SAVINGS PLAN
</font></h1>

<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         WHEREAS, Frontier Refining &amp; Marketing Inc.(the "Sponsor") adopted the Frontier Refining &amp; Marketing
Inc. and Subsidiaries Retirement Savings Plan (the "Plan"), most recently amended and restated effective July 1,
1995, and
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         WHEREAS, the Sponsor desires to amend the Plan;
</P>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         NOW, THEREFORE, the Sponsor amends the Plan as follows, effective May 1, 2001:
</P>

<table width=100%>
<tr valign=top>
<td width=10%>&nbsp;</td>
<td width=90%>
1.  &nbsp;&nbsp;&nbsp;     Section 6.8 of the Plan is amended and restated to read, in its entirety, as follows:<BR><BR>

         6.8   &nbsp;&nbsp;&nbsp;   Payment of Employer Contributions

         Employer Contributions made for a Contribution Period shall be paid in cash or in qualifying employer
         securities, as defined in Section 407(d)(5) of ERISA, to the Trustee within the period of time required
         under the Code in order for the contribution to be deductible by the Employer in determining its Federal
         income taxes for the Plan Year.<BR><BR>

2. &nbsp;&nbsp;&nbsp;      Section 8.1 of the Plan is amended by adding the following sentence to the end thereof:<BR><BR>

         The General Fund may be invested in whole or in part in equity securities issued by an Employer or a
         Related Company that are publicly traded and are "qualifying employer securities" as defined in Section
         407(d)(5) of ERISA.<BR><BR>

3. &nbsp;&nbsp;&nbsp;      Section 8.2 of the Plan is amended by adding the following paragraph to the end thereof:<BR><BR>

         The Sponsor may determine to offer one or more Investment Funds that are invested in whole or in part in
         equity securities issued by an Employer or a Related Company that are publicly traded and are
         "qualifying employer securities" as defined in Section 407(d)(5) of ERISA.<BR><BR>

         4.&nbsp;&nbsp;&nbsp;       The first sentence of Section 10.2 of the Plan is amended to read as follows:<BR><BR>

         All Rollover Contributions, Tax-Deferred Contributions and Employer Contributions shall be deposited in
         the Trust and allocated among the Investment Funds in accordance with the Participant's currently
         effective investment election; provided, however, that any contributions made to the Plan in qualifying
         employer securities shall be allocated to the Employer securities Investment Fund established by the
         Sponsor, pending directions to the Administrator regarding their future investment.<BR><BR>

         5.  &nbsp;&nbsp;&nbsp;     Section 10.3 of the Plan is amended by adding the following paragraph to the end thereof:
         Notwithstanding any provision hereof to the contrary, if a Participant elects to transfer an amount out
         of the Employer securities Investment Fund, he will not be permitted to transfer any amounts into the
         Employer securities Investment Fund for a period of 30 days from the date of the transfer.  Furthermore,
         a Participant may not transfer amounts into the Employer securities Investment Fund if such transfer
         would result in the Participant having more than 25% of his Account invested in the Employer securities
         Investment Fund.<BR>
</td>
</tr>
</TABLE>
<P>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
         IN WITNESS WHEREOF, the Sponsor has executed this instrument this 19th day of April,
         2001.
</P>

<TABLE WIDTH=100%>
<TR VALIGN=TOP>
<TD WIDTH=50%>&nbsp;</TD>
<TD WIDTH=50%>

                                                     FRONTIER REFINING &amp; MARKETING INC.<BR><BR>




                                                     By: &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Julie H. Edwards<BR>

                                                     Title: &nbsp;&nbsp;&nbsp; Executive Vice President - Finance &amp;
                                                              Administration


</td>
</tr>
</TABLE>
</BODY>
</HTML>
[{"type": "S-8", "sequence": "1", "filename": "fto401ks8.htm", "description": "FRONTIER OIL CORPORATION FORM S-8", "secsgml_size_bytes": 456357}]
{"company-data": {"conformed-name": "FRONTIER OIL CORP /NEW/", "cik": "0000110430", "assigned-sic": "2911", "irs-number": "741895085", "state-of-incorporation": "WY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-59290", "film-number": "1607679"}, "business-address": {"street1": "10000 MEMORIAL DRIVE", "street2": "SUITE 600", "city": "HOUSTON", "state": "TX", "zip": "77024", "phone": "7136889600"}, "mail-address": {"street1": "10000 MEMORIAL DRIVE", "street2": "SUITE 600", "city": "HOUSTON", "state": "TX", "zip": "77024"}, "former-company": [{"former-conformed-name": "WAINOCO OIL CORP", "date-changed": "19920703"}, {"former-conformed-name": "WAINOCO OIL LTD /WY/", "date-changed": "19770117"}]}
FORM S-8
As filed with the Securities and Exchange Commission on April 20, 2001
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
FRONTIER OIL CORPORATION
(Exact name of registrant as specified in its charter)
Wyoming
74-1895085
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
10000 Memorial Drive, Suite 600
Houston, Texas 77024
(Address, including zip code, of Principal Executive Offices)
Frontier Retirement Savings Plan
Frontier Refining & Marketing Inc. and Subsidiaries Collectively Bargained
Employees Retirement Savings Plan
(Full title of the plan)
James R. Gibbs
Frontier Oil Corporation
10000 Memorial Drive, Suite 600
Houston, Texas 77024
(713) 688-9600
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
copy to:
Robert V. Jewell
Andrews & Kurth L.L.P.
600 Travis, Suite 4200
Houston, Texas 77002
(713) 220-4200
----------------------
CALCULATION OF REGISTRATION FEE
Proposed
                                                                                         Maximum
                                                    Amount            Proposed          Aggregate          Amount of
                                                    to be          Offering Price        Offering         Registration
    Title of Securities to be Registered        Registered(1)      Per Share (2)         Price (2)            Fee
---------------------------------------------  ----------------  ------------------  ----------------  ------------------
Common Stock, no par value                        1,000,000            $10.98         $10,980,000.00         $2,745
=============================================  ================  ==================  ================  ==================
(1)
Pursuant to Rule 416(a) under the Securities Act of 1933, this registration statement shall cover any additional securities
     issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.  In addition, pursuant to Rule
     416(c), this registration statement also covers an indeterminate amount of interests offered or sold pursuant to the employee
     benefit plans described herein.   Of the total number of shares registered, 600,000 shares are registered for issuance under
     the Frontier Retirement Savings Plan and 400,000 shares are registered for issuance under the Frontier Refining & Marketing
     Inc. and Subsidiaries Collectively Bargained Employees Retirement Savings Plan.
(2)
Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h), based upon the
     average of the high and low prices per share for April 18, 2001 on the New York Stock Exchange as reported
     in The Wall Street Journal on April 19, 2001.
Effective May 1, 2001, the
common stock of Frontier Oil Corporation (the "Company") will be added
as an investment option for the Company's two 401(k) plans. The
Company's common stock to be registered hereunder will be purchased in the
open market by the Trustee of the Frontier Retirement Savings Plan and Frontier
Refining & Marketing Inc. and Subsidiaries Collectively Bargained Employees
Retirement Savings Plan. No new shares of the Company's common stock are
being issued in connection with this registration statement.
PART I
INFORMATION
REQUIRED IN SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8 will be sent or given
to participants as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the "Securities Act").
These documents and the documents incorporated herein by reference pursuant to Item 3 of Part II of this
Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
Item 3.  Incorporation
of Documents by Reference.
Frontier Oil Corporation (the "Company") hereby incorporates by reference the following
documents listed below.   In addition, all documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") (prior to the filing of a post-
effective amendment which indicates that all the securities offered have been sold or which deregisters all securities
then remaining unsold) shall be deemed to be incorporated by reference in this Registration Statement and to be a
part thereof from the date of filing of such documents.
(a)
The Company's Annual Report on Form 10-K for the year ended December 31, 2000.
(b)
The description of the Company's common stock, no par value, contained in
the Company's Registration Statement on Form 8-A, as filed with the
Commission (File No. 1-7627).
Item 4.
Description of Securities.
The information required by Item 4 is not applicable to this Registration Statement since the class
of securities to be offered is registered under Section 12 of the Exchange Act.
Item 5.  Interests of Named Experts and Counsel.
The information required by Item 5 is not applicable to this Registration Statement.
Item 6. Indemnification
of Officers and Directors.
Sections 17-16-850 through 17-16-859 of the Wyoming Business Corporation Act provide that a
corporation may indemnify any person who was, is or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or
informal, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was
serving at the corporation's request as a director, officer, partner, trustee, employee or agent of another foreign or
domestic corporation, partnership, joint venture, trust, employee benefit plan or other entity, against judgments,
settlements, penalties, fines, including an excise tax assessed with respect to an employee benefit plan, and
reasonable expenses, including counsel fees, incurred in respect to such action, suit or proceeding if he conducted
himself in good faith and
reasonably believed that his conduct was in or at least not opposed to the
corporation's best interests and, with respect to any criminal action, suit
or proceeding, he had no reasonable cause to believe his conduct was unlawful.
Article Eight of the Company's Articles of Incorporation, as amended, provides for the
indemnification of the Company's directors, officers, employees and agents.  Specifically, said Article Eight
provides in part that:
The
corporation shall indemnify, in the manner and to the full extent authorized by
law (as now in effect or later amended), any person who was, is or may be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, including an action by
or in the right of the corporation, by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses, including attorneys' fees, actually and reasonably
incurred by him in connection with the action, suit, proceeding or
investigation, and judgments, fines and amounts paid in settlement if he acted
in good faith and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit, proceeding or investigation by
judgment, order, settlement, conviction or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that such person did not
act in good faith and in a manner which is reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.
The Company's Bylaws also contain indemnification provisions which substantially conform to
Article Eight of its Articles of Incorporation, as amended.
The Company maintains Directors and Officers' Liability Insurance and have entered into
indemnification agreements with its directors and certain of our officers.
Item 7.
Exemption from Registration Claimed.
The information required by Item 7 is not applicable to this Registration Statement because the
class of securities to be offered is registered under Section 12 of the Exchange Act.
Item 8.  Exhibits.
Exhibit
Number
Description
5.1, 5.2
Because the common stock to be registered hereunder will be purchased in the
open market by the Trustee of the Frontier Retirement Savings Plan and Frontier
Refining & Marketing Inc. and Subsidiaries Collectively Bargained Employees
Retirement Savings Plan, an opinion of counsel need not be and is not filed
herewith. Copies of the I.R.S. Determination Letters that the Plans are
qualified under Section 401 of the Internal Revenue Code are filed herewith.
23.1
Consent of Arthur Andersen LLP
24.1
Power of Attorney (included in signature page of this Registration Statement)
99.1
Frontier Retirement Savings Plan
99.2
Frontier Refining & Marketing Inc. and Subsidiaries Collectively Bargained Employees Retirement
           Savings Plan
Item 9.
Undertakings
(a)       The undersigned registrant hereby undertakes:
(1)       To file, during any period in which offers or sales are being made, a post-effective
         amendment to this registration statement:
(i)    To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)      To reflect in the prospectus any facts or events arising after the effective date of
                  the Registration Statement (or the most recent post-effective amendment thereof) which,
                  individually or in the aggregate, represent a fundamental change in the information set forth in
                  this Registration Statement;
(iii)     To include any material information with respect to the plan of distribution not
                  previously disclosed in the Registration Statement or any material change to such information in
                  this Registration Statement;
Provided, however
, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information
                  required to be included in a post-effective amendment by those paragraphs is contained in
                  periodic reports filed by the Company pursuant to Section 13 or Section 15(d) of the Securities
                  Exchange Act of 1934 that are incorporated by reference in the Registration Statement.
(2)       That, for the purpose of determining any liability under the Securities Act of 1933, each
         such post-effective amendment shall be deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide
         offering thereof.
(3)       To remove from registration by means of a post-effective amendment any of the
         securities being registered which remain unsold at the termination of the offering.
(b)       The undersigned registrant hereby undertakes that, for purposes of determining any liability under
the Securities Act of 1933, each filing of the Company's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this Registration Statement shall be deemed to
be a new registration statement relating to the securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
(c)       Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted
to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a
director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such issue.
SIGNATURES
The Registrant.  Pursuant to the requirements of the Securities Act of 1933, registrant certifies that it has
  reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this
  registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston,
  State of Texas, on the 19th day of April, 2001.
FRONTIER OIL CORPORATION
By:
/s/  Julie H. Edwards
Julie H. Edwards
Executive Vice President-Finance
& Administration
Power of Attorney
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned officers and directors of Frontier Oil
  Corporation (the "Company"), hereby constitutes and appoints James R. Gibbs and Julie H. Edwards, or either of them
  (with full power to each of them to act alone), his true and lawful attorney-in-fact and agent, with full power of
  substitution, for him and on his behalf and in his name, place and stead, in any and all capacities, to sign, execute and
  file this Registration Statement under the Securities Act of 1933, as amended, and any or all amendments (including,
  without limitation, post-effective amendments), with all exhibits and any and all documents required to be filed with
  respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-
  in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite
  and necessary to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes
  as he himself might or could do, if personally present, hereby ratifying and confirming all that said attorneys-in-fact and
  agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the
  following persons in the capacities indicated on the 19th day of April, 2001.
Signature
Title
/s/  James R. Gibbs
James R. Gibbs
Chairman of the Board, President,
Chief Executive Officer and Director
(Principal Executive Officer)
/s/  Julie H. Edwards
Julie H. Edwards
Executive Vice President-Finance
& Administration
(Principal Financial Officer)
/s/  Nancy J. Zupan
Nancy J. Zupan
Vice President-Controller
(Principal Accounting Officer)
/s/  Douglas Y. Bech
Douglas Y. Bech
Director
/s/  G. Clyde Buck
G. Clyde Buck
Director
/s/  T. Michael Dossey
T. Michael Dossey
Director
/s/  James H. Lee
James H. Lee
Director
/s/  Paul B. Loyd, Jr.
Paul B. Loyd, Jr.
Director
/s/  Carl W. Schafer
Carl W. Schafer
Director
The Plans
. Pursuant to the requirements of the Securities Act of 1933, as amended, the trustees (or other
  persons who administer the employee benefit plans) have duly caused this Registration Statement to be signed on
  behalf of the plans by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on this 19th
  day of April, 2001.
FRONTIER RETIREMENT SAVINGS PLAN
By:
/s/  Julie H. Edwards
Julie H. Edwards
Executive Vice President - Finance
& Administration
FRONTIER REFINING & MARKETING INC. AND
                                                  SUBSIDIARIES COLLECTIVELY BARGAINED
                                                  EMPLOYEES RETIREMENT SAVINGS PLAN
By:
/s/  Julie H. Edwards
Julie H. Edwards
Executive Vice President-Finance
& Administration
EXHIBIT INDEX
Exhibit
Number
Description
5.1
Internal Revenue Service Plan Determination Letter - Frontier Retirement Savings Plan (formerly
                known as Wainoco)
5.2
Internal Revenue Service Plan Determination Letter - Frontier Refining & Marketing Inc. and
                Subsidiaries Collectively Bargained Employees Retirement Savings Plan
23.1
Consent of Arthur Andersen LLP
24.1
Power of Attorney (included in signature page of this Registration Statement)
99.1
Frontier Retirement Savings Plan
99.2
Frontier Refining & Marketing Inc. and Subsidiaries Collectively Bargained Employees Retirement
           Savings Plan
Exhibit 5.1
INTERNAL REVENUE SERVICE                                       DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
P.O. BOX 2508
CINCINNATI, OH 45201
                                                     Employer Identification Number:
 Date: Apr 14, 1997                                           74-1895085
                                                     DLN:
                                                              17007003046007
 WAINOCO OIL CORPORATION                             Person to Contact:
 5340 S. QUEBEC ST STE 200N                                   Cindy Perry
 ENGLEWOOD, CO   80111                               Contact Telephone Number:
                                                              (513) 684-3957
                                                     Plan Name:
                                                        SAVINGS PLAN

                                                     Plan Number:   002
Dear Applicant:
We have made a favorable determination on your plan, identified above, based on the
 information supplied.  Please keep this letter in your permanent records.
Continued qualification of the plan under its present form will depend on its effect in
 operation.  (See section 1.401-1(b)(3) of the Income Tax Regulations.)  We will review the status
 of the plan in operation periodically.
The enclosed document explains the significance of this favorable determination letter,
 points out some events that may affect the qualified status of your employee retirement plan, and
 provides information on the reporting requirements for your plan.  It also describes some events
 that automatically nullify it.  It is very important that you read the publication.
This letter relates only to the status of you plan under the Internal Revenue Code.  It is
 not a determination regarding the effect of other federal or local statutes.
This determination is subject to your adoption of the proposed amendments submitted in
 your letter dated November 15, 1996.  The proposed amendments should be adopted on or before
 the date prescribed by the regulations under Code section 401(b).
This determination letter is applicable for the amendment(s) adopted on June 6, 1995.
This plan has been mandatorily disaggregated, permissively aggregated, or restructured to
 satisfy the nondiscrimination requirements.
This plan satisfies the nondiscrimination in amount requirement of section 1.401(a)(4) -
 1(b)(2) of the regulations on the basis of a design-based safe harbor described in the regulations.
This plan satisfies the nondiscriminatory current availability requirements of section
 1.401(a)(4) - 4(b) of the regulations with respect to those benefits, rights and features that are
 currently available to all employees in the plan's coverage group.  For this purpose, the plan's
 coverage group consists of those employees treated as currently benefitting for purposes of
 demonstrating that the plan satisfies the minimum coverage requirements of section 410(b) of the
 Code.
Except as otherwise specified this letter may not be relied upon with respect to whether
 the plan satisfies the qualification requirements as amended by the Uruguay Round Agreements
 Act, Pub. L. 103-465 and by the Small Business Job Protection Act of 1996 (SBJPA), Pub. L.
 104-108, other than the requirements of Code section 401(a)(26).
The information on the enclosed addendum is an integral part of this determination.
 Please be sure to read and keep it with this letter.
If you have questions concerning this matter, please contact the person whose name and
 telephone number are shown above.
Sincerely yours,
/s/ C. Ashley Bullard
District Director
Enclosures:
Publication 794
Reporting & Disclosure Guide
for Employee Benefit Plans
Addendum
This letter considers the amendments required by the Tax Reform Act of 1986 except as
 otherwise specified in this letter.
Exhibit 5.2
INTERNAL REVENUE SERVICE                                         DEPARTMENT OF THE TREASURY
 DISTRICT DIRECTOR
 P.O. BOX 2508
 CINCINNATI, OH 45201
                                                     Employer Identification Number:
 Date: Mar. 25, 1997                                          22-2899938
                                                     DLN:
                                                              17007003045007
 FRONTIER OIL CORPORATION                            Person to Contact:
 5340 S. QUEBEC ST STE 200N                                   Cindy Perry
 ENGLEWOOD, CO   80111                               Contact Telephone Number:
                                                              (513) 684-3957
                                                     Plan Name:
                                                        SUBSIDIARIES RETIREMENT PLAN

                                                     Plan Number:   001
Dear Applicant:
We have made a favorable determination on your plan, identified above, based on the
 information supplied.  Please keep this letter in your permanent records.
Continued qualification of the plan under its present form will depend on its effect in
 operation.  (See section 1.401-1(b)(3) of the Income Tax Regulations.)  We will review the status
 of the plan in operation periodically.
The enclosed document explains the significance of this favorable determination letter,
 points out some events that may affect the qualified status of your employee retirement plan, and
 provides information on the reporting requirements for your plan.  It also describes some events
 that automatically nullify it.  It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal Revenue Code.  It is
 not a determination regarding the effect of other federal or local statutes.
This determination is subject to your adoption of the proposed amendments submitted in
 your letter dated March 07, 1997.  The proposed amendments should be adopted on or before the
 date prescribed by the regulations under Code section 401(b).
This determination letter is applicable for the amendment(s) adopted on June 29, 1995.
This plan satisfies the minimum coverage and nondiscrimination requirements of sections
 410(b) and 401(a)(4) of the Code because the plan benefits only collectively bargained
 employees or employees treated as collectively bargained employees.
This letter is issued under Rev. Proc. 93-39 and considers the amendments required by
 the Tax Reform Act of 1986 except as otherwise specified in this letter.
Except as otherwise specified this letter may not be relied upon with respect to whether
 the plan satisfies the qualification requirements as amended by the Uruguay Round Agreements
 Act, Pub. L. 103-465 and by the Small Business Job Protection Act of 1996 (SBJPA), Pub. L.
 104-108, other than the requirements of Code section 401(a)(26).
The information on the enclosed Publication 794 is an integral part of this determination.
 Please be sure to read and keep it with this letter.
If you have questions concerning this matter, please contact the person whose name and
 telephone number are shown above.
Sincerely yours,
/s/ C. Ashley Bullard
District Director
Enclosures:
Publication 794
Reporting & Disclosure Guide
for Employee Benefit Plans
Exhibit 23.1
CONSENT OF
INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by reference in this registration
 statement of our report dated February 9, 2001, incorporated by reference in Frontier Oil Corporation's Form 10-K
 for the year ended December 31, 2000, and to all references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Houston, Texas
April 20, 2001
Exhibit 99.1
WAINOCO
RETIREMENT SAVINGS PLAN
(July 1,
1995 Restatement)
Fidelity Management Trust Company, its affiliates and employees
             may not provide you with legal or tax advice in connection with
             the execution of this document.  It should be reviewed by your
             attorney and/or accountant prior to execution.
CORPORATEplan
for RETIREMENT
SM
VOLUME
SUBMITTER
PLAN
DOCUMENT SYSTEMS
TM
TABLE OF CONTENTS

                                                PREAMBLE

                                                ARTICLE I
                                               DEFINITIONS

1.1     Plan Definitions......................................................................  2
1.2     Interpretation........................................................................  7

                                               ARTICLE II
                                                 SERVICE

2.1     Definitions ..........................................................................  8
2.2     Crediting of Hours of Service.........................................................  9
2.3     Crediting of Continuous Service.......................................................  9
2.4     Eligibility Service...................................................................  9
2.5     Vesting Service.......................................................................  9
2.6     Crediting of Service on Transfer or
        Amendment.............................................................................  9

                                               ARTICLE III
                                               ELIGIBILITY

3.1     Eligibility .......................................................................... 11
3.2     Transfers of Employment............................................................... 11
3.3     Reemployment.......................................................................... 11
3.4     Notification Concerning New Eligible
                    Employees................................................................. 11
3.5     Effect and Duration................................................................... 11

                                               ARTICLE IV
                                       TAX-DEFERRED CONTRIBUTIONS

4.1     Tax-Deferred Contributions............................................................ 12
4.2     Amount of Tax-Deferred Contributions.................................................. 12
4.3     Changes in Reduction Authorization.................................................... 12
4.4     Suspension of Tax-Deferred Contributions.............................................. 13
4.5     Resumption of Tax-Deferred Contributions.............................................. 13
4.6     Delivery of Tax-Deferred Contributions................................................ 13
4.7     Vesting of Tax-Deferred Contributions................................................. 13

                                                ARTICLE V
                                  AFTER-TAX AND ROLLOVER CONTRIBUTIONS

5.1     No After-Tax Contributions............................................................ 14
5.2     Rollover Contributions................................................................ 14
5.3     Vesting of Rollover Contributions..................................................... 14

                                               ARTICLE VI
                                         EMPLOYER CONTRIBUTIONS

6.1     Definitions .......................................................................... 15
6.2     Contribution Period................................................................... 15
6.3     Profit-Sharing Contributions.......................................................... 15
6.4     Allocation of Profit-Sharing Contributions............................................ 15
6.5     Matching Contributions................................................................ 16
6.6     Allocation of Matching Contributions.................................................. 16
6.7     Verification of Amount of Employer
        Contributions by the Sponsor.......................................................... 16
6.8     Payment of Employer Contributions..................................................... 16
6.9     Eligibility to Participate in Allocation.............................................. 16
6.10    Vesting of Employer Contributions..................................................... 17
6.11    Election of Former Vesting Schedule................................................... 17

                                               ARTICLE VII
                                      LIMITATIONS ON CONTRIBUTIONS

7.1     Definitions .......................................................................... 18
7.2     Code Section 402(g) Limit............................................................. 21
7.3     Limitation on Tax-Deferred Contributions of
        Highly Compensated Employees.......................................................... 22
7.4     Distribution of Excess Tax-Deferred
                    Contributions............................................................. 23
7.5     Limitation on Matching Contributions of
        Highly Compensated Employees.......................................................... 24
7.6     Distribution of Excess Contributions.................................................. 25
7.7     Multiple Use Limitation............................................................... 26
7.8     Determination of Income or Loss....................................................... 26
7.9     Code Section 415 Limitations on Crediting of
        Contributions and Forfeitures......................................................... 26
7.10    Coverage Under Other Qualified Defined
        Contribution Plan..................................................................... 27
7.11    Coverage Under Qualified Defined Benefit
                    Plan...................................................................... 28
7.12    Scope of Limitations.................................................................. 28

                                              ARTICLE VIII
                                    TRUST FUNDS AND SEPARATE ACCOUNTS

8.1     General Fund.......................................................................... 29
8.2     Investment Funds...................................................................... 29
8.3     Loan Investment Fund.................................................................. 29
8.4     Appointment of Investment Managers.................................................... 29
8.5     Income on Trust....................................................................... 29
8.6     Separate Accounts..................................................................... 30
8.7     Sub-Accounts.......................................................................... 30

                                               ARTICLE IX
                                        LIFE INSURANCE CONTRACTS

9.1     No Life Insurance Contracts........................................................... 31

                                                ARTICLE X
                                 DEPOSIT AND INVESTMENT OF CONTRIBUTIONS

10.1    Future Contribution Investment Elections.............................................. 32
10.2    Deposit of Contributions.............................................................. 32
10.3    Election to Transfer Between Funds.................................................... 32

                                               ARTICLE XI
                                 CREDITING AND VALUING SEPARATE ACCOUNTS

11.1    Crediting Separate Accounts........................................................... 34
11.2    Valuing Separate Accounts............................................................. 34
11.3    Plan Valuation Procedures............................................................. 34
11.4    Finality of Determinations............................................................ 35
11.5    Notification.......................................................................... 35

                                               ARTICLE XII
                                                  LOANS

12.1    Application for Loan.................................................................. 36
12.2    Reduction of Account Upon Distribution................................................ 36
12.3    Requirements to Prevent a Taxable
        Distribution.......................................................................... 37
12.4    Administration of Loan Investment Fund................................................ 37
12.5    Default     .......................................................................... 38
12.6    Loans Granted Prior to October 19, 1989............................................... 38

                                              ARTICLE XIII
                                       WITHDRAWALS WHILE EMPLOYED

13.1    Withdrawals of Rollover Contributions................................................. 39
13.2    Withdrawals of Employer Contributions................................................. 39
13.3    Withdrawals of Tax-Deferred Contributions............................................. 39
13.4    Limitations on Withdrawals Other than
        Hardship Withdrawals.................................................................. 39
13.5    Order of Withdrawal from a Participant's
                    Sub-Accounts.............................................................. 40
13.6    Conditions and Limitations on Hardship
                    Withdrawals............................................................... 40

                                               ARTICLE XIV
                              TERMINATION OF EMPLOYMENT AND SETTLEMENT DATE

14.1    Termination of Employment and Settlement
        Date.................................................................................. 43

                                               ARTICLE XV
                                              DISTRIBUTIONS

15.1    Distributions to Participants......................................................... 44
15.2    Distributions to Beneficiaries........................................................ 44
15.3    Cash Outs and Participant Consent..................................................... 45
15.4    Required Commencement of Distribution................................................. 45
15.5    Reemployment of a Participant......................................................... 46
15.6    Restrictions on Alienation............................................................ 46
15.7    Facility of Payment................................................................... 46
15.8    Inability to Locate Payee............................................................. 47
15.9    Distribution Pursuant to Qualified Domestic
        Relations Orders...................................................................... 47

                                               ARTICLE XVI
                                             FORM OF PAYMENT

16.1    Normal Form of Payment................................................................ 48
16.2    Optional Form of Payment.............................................................. 48
16.3    Change of Option Election............................................................. 48
16.4    Direct Rollover....................................................................... 48
16.5    Notice Regarding Forms of Payment..................................................... 49
16.6    Reemployment.......................................................................... 50

                                              ARTICLE XVII
                                              BENEFICIARIES

17.1    Designation of Beneficiary............................................................ 51
17.2    Spousal Consent Requirements.......................................................... 51

                                              ARTICLE XVIII
                                             ADMINISTRATION

18.1    Authority of the Sponsor.............................................................. 52
18.2    Action of the Sponsor................................................................. 52
18.3    Claims Review Procedure............................................................... 53
18.4    Qualified Domestic Relations Orders................................................... 54
18.5    Indemnification....................................................................... 54
18.6    Actions Binding....................................................................... 54

                                               ARTICLE XIX
                                        AMENDMENT AND TERMINATION

19.1    Amendment   .......................................................................... 55
19.2    Limitation on Amendment............................................................... 55
19.3    Termination .......................................................................... 55
19.4    Reorganization........................................................................ 57
19.5    Withdrawal of an Employer............................................................. 57

                                               ARTICLE XX
                                       ADOPTION BY OTHER EMPLOYERS

20.1    Adoption by Related Companies......................................................... 59
20.2    Effective Plan Provisions............................................................. 59

                                               ARTICLE XXI
                                        MISCELLANEOUS PROVISIONS

21.1    No Commitment as to Employment........................................................ 60
21.2    Benefits    .......................................................................... 60
21.3    No Guarantees......................................................................... 60
21.4    Expenses    .......................................................................... 60
21.5    Precedent   .......................................................................... 60
21.6    Duty to Furnish Information........................................................... 60
21.7    Withholding .......................................................................... 61
21.8    Merger, Consolidation, or Transfer of Plan
        Assets................................................................................ 61
21.9    Back Pay Awards....................................................................... 61
21.10   Condition on Employer Contributions................................................... 62
21.11   Return of Contributions to an Employer................................................ 62
21.12   Validity of Plan...................................................................... 62
21.13   Trust Agreement....................................................................... 62
21.14   Parties Bound......................................................................... 63
21.15   Application of Certain Plan Provisions................................................ 63
21.16   Leased Employees...................................................................... 63
21.17   Transferred Funds..................................................................... 64

                                              ARTICLE XXII
                                          TOP-HEAVY PROVISIONS

22.1    Definitions .......................................................................... 65
22.2    Applicability......................................................................... 68
22.3    Minimum Employer Contribution......................................................... 68
22.4    Adjustments to Section 415 Limitations................................................ 68

                                              ARTICLE XXIII
                                             EFFECTIVE DATE

23.1    Effective Date of Amendment and Restatement........................................... 70

                                                ADDENDUM
                                             Re:  PLAN LOANS

01.     Loans Restricted to Eligible Employees................................................ 71
02.     Minimum Loan Amount................................................................... 71
03.     Maximum Number of Outstanding Loans................................................... 71
PREAMBLE
The Wainoco Retirement Savings Plan, originally effective as of
January 1, 1987, is hereby amended and restated in its entirety.
The Plan, as amended and restated hereby, is intended to qualify as
a profit-sharing plan under Section 401(a) of the Code, and
includes a cash or deferred arrangement that is intended to qualify
under Section 401(k) of the Code.  The Plan is maintained for the
exclusive benefit of eligible employees and their beneficiaries.
Notwithstanding any other provision of the Plan to the contrary, a
Participant's vested interest in his Separate Account under the
Plan on and after the effective date of this amendment and
restatement shall be not less than his vested interest in his
account on the day immediately preceding the effective date.  In
addition, notwithstanding any other provision of the Plan to the
contrary, the forms of payment and other Plan provisions that were
available under the Plan immediately prior to the later of the
effective date of this amendment and restatement or the date this
amendment and restatement is adopted and that may not be eliminated
under Section 411(d)(6) of the Code shall continue to be available
to Participants who had an account under the Plan on the day
immediately preceding the later of the effective date or the date
this amendment and restatement is adopted.
ARTICLE I
DEFINITIONS
1.1      Plan
Definitions
As used herein, the following words and phrases have the meanings
hereinafter set forth, unless a different meaning is plainly
required by the context:
The
"Administrator"
means the Sponsor unless the Sponsor designates
another person or persons to act as such.
An
"After-Tax Contribution"
means any after-tax employee
contribution made by a Participant as may be permitted under
Article V.
The
"Beneficiary"
of a Participant means the person or persons
entitled under the provisions of the Plan to receive distribution
hereunder in the event the Participant dies before receiving
distribution of his entire interest under the Plan.
The
"Code"
means the Internal Revenue Code of 1986, as amended from
time to time.  Reference to a section of the Code includes such
section and any comparable section or sections of any future
legislation that amends, supplements, or supersedes such section.
The
"Compensation"
of a Participant for any period means the wages
as defined in Section 3401(a) of the Code, determined without
regard to any rules that limit compensation included in wages based
on the nature or location of the employment or services performed,
and all other payments made to him for such period for services as
an Employee for which his Employer is required to furnish the
Participant a written statement under Sections 6041(d) and
6051(a)(3) of the Code, and excluding reimbursements or other
expense allowances, fringe benefits, moving expenses, deferred
compensation, and welfare benefits, but determined prior to any
exclusions for Tax-Deferred Contributions or amounts deferred under
Section 125, 402(e)(3), 402(h), 403(b), or 457(b) of the Code.
In no event, however, shall the Compensation of a Participant taken
into account under the Plan for any Plan Year exceed (1) $200,000
for Plan Years beginning prior to January 1, 1994, or (2) $150,000
for Plan Years beginning on or after January 1, 1994 (subject to
adjustment annually as provided in Section 401(a)(17)(B) and
Section 415(d) of the Code; provided, however, that the dollar
increase in effect on January 1 of any calendar year, if any, is
effective for Plan Years beginning in such calendar year).  If the
Compensation of a Participant is determined over a period of time
that contains fewer than 12 calendar months, then the annual
compensation limitation described above shall be adjusted with
respect to that Participant by multiplying the annual compensation
limitation in effect for the Plan Year by a fraction the numerator
of which is the number of full months in the period and the
denominator of which is 12; provided, however, that no proration is
required for a Participant who is covered under the Plan for less
than one full Plan Year if the formula for allocations is based on
Compensation for a period of at least 12 months.  In determining
the Compensation, for purposes of applying the annual compensation
limitation described above, of a Participant who is a five percent
owner or among the ten Highly Compensated Employees receiving the
greatest Compensation for the Plan Year, the Compensation of the
Participant's spouse and of his lineal descendants who have not
attained age 19 as of the close of the Plan Year shall be included
as Compensation of the Participant for the Plan Year.  If as a
result of applying the family aggregation rule described in the
preceding sentence the annual compensation limitation would be
exceeded, the limitation shall be prorated among the affected
family members in proportion to each member's Compensation as
determined prior to application of the family aggregation rules
except for purposes of determining "base Compensation" in
accordance with the provisions of Article VI.
A
"Contribution Period"
means the period specified in Article VI
for which Employer Contributions shall be made.
An
"Eligible Employee"
means any Employee who has met the
eligibility requirements of Article III to have Tax-Deferred
Contributions made to the Plan on his behalf.
The
"Eligibility Service"
of an employee means the period or
periods of service credited to him under the provisions of Article
II for purposes of determining his eligibility to participate in
the Plan as may be required under Article III or Article VI.
An
"Employee"
means any employee of an Employer other than an
employee who is covered by a collective bargaining agreement that
does not specifically provide for coverage under the Plan or who is
a nonresident alien who does not receive United States source
income.
An
"Employer"
means the Sponsor and any entity which has adopted
the Plan as may be provided under Article XX.
An
"Employer Contribution"
means the amount, if any, that an
Employer contributes to the Plan as may be provided under
Article VI or Article XXII.
An
"Enrollment Date"
means the first day of each calendar month of
the Plan Year.
"ERISA"
means the Employee Retirement Income Security Act of 1974,
as amended from time to time.  Reference to a section of ERISA
includes such section and any comparable section or sections of any
future legislation that amends, supplements, or supersedes such
section.
The
"General Fund"
means a Trust Fund established by the Trustee as
required to hold and administer any assets of the Trust that are
not allocated among any separate Investment Funds as may be
provided in the Plan or the Trust Agreement.  No General Fund shall
be established if all assets of the Trust are allocated among
separate Investment Funds.
A
"Highly Compensated Employee"
means an Employee or former
Employee who is a highly compensated active employee or highly
compensated former employee as defined hereunder.
A "highly compensated active employee" includes any Employee who
performs services for an Employer during the determination year and
who (i) was a five percent owner at any time during the
determination year or the look back year, (ii) received
compensation from an Employer during the look back year in excess
of $75,000 (subject to adjustment annually at the same time and in
the same manner as under Section 415(d) of the Code), (iii) was in
the top paid group of employees for the look back year and received
compensation from an Employer during the look back year in excess
of $50,000 (subject to adjustment annually at the same time and in
the same manner as under Section 415(d) of the Code), (iv) was an
officer of an Employer during the look back year and received
compensation during that year in excess of 50 percent of the dollar
limitation in effect for that year under Section 415(b)(1)(A) of
the Code or, if no officer received compensation in excess of that
amount for the look back year or the determination year, received
the greatest compensation for the look back year of any officer, or
(v) was one of the 100 employees paid the greatest compensation by
an Employer for the determination year and would be described in
(ii), (iii), or (iv) above if the term "determination year" were
substituted for "look back year".
A "highly compensated former employee" includes any Employee who
separated from service from an Employer and all Related Companies
(or is deemed to have separated from service from an Employer and
all Related Companies) prior to the determination year, performed
no services for an Employer during the determination year, and was
a highly compensated active employee for either the separation year
or any determination year ending on or after the date the Employee
attains age 55.
The determination of who is a Highly Compensated Employee
hereunder, including determinations as to the number and identity
of employees in the top paid group, the 100 employees receiving the
greatest compensation from an Employer, the number of employees
treated as officers, and the compensation considered, shall be made
in accordance with the provisions of Section 414(q) of the Code and
regulations issued thereunder.  For purposes of this definition,
the following terms have the following meanings:
(a)
The "determination year" means the Plan Year or, if the Administrator
makes the election provided in paragraph (b) below, the period of time, if any,
which extends beyond the look back year and ends on the last day of the Plan
Year for which testing is being performed (the "lag period"). If the
lag period is less than 12 months long, the dollar amounts specified in (ii),
(iii), and (iv) above shall be prorated based upon the number of months in the
lag period.
(b)
The "look back year" means the 12-month period immediately preceding
the determination year; provided, however, that the Administrator may elect
instead to treat the calendar year ending with or within the determination year
as the "look back year".
An
"Hour of Service"
with respect to a person means each hour, if
any, that may be credited to him in accordance with the provisions
of Article II.
An
"Investment Fund"
means any separate investment Trust Fund
established from time to time by the Trustee as may be provided in
the Plan or the Trust Agreement or any separate investment fund
maintained by the Trustee, to the extent that there are Participant
Sub-Accounts under such funds, to which assets of the Trust may be
allocated and separately invested.
The
"Normal Retirement Date"
of an employee means the date he
attains age 65.
A
"Participant"
means any person who has a Separate Account in the
Trust.
The
"Plan"
means the Wainoco Retirement Savings Plan, as from time
to time in effect.
A
"Plan Year"
means the 12-consecutive-month period ending December
31.
A
"Related Company"
means any corporation or business, other than
an Employer, which would be aggregated with an Employer for a
relevant purpose under Section 414 of the Code.
A
"Rollover Contribution"
means any rollover contribution to the
Plan made by a Participant as may be permitted under Article V.
A
"Separate Account"
means the account maintained by the Trustee in
the name of a Participant that reflects his interest in the Trust
and any Sub-Accounts established thereunder, as provided in Article
VIII.
The
"Settlement Date"
of a Participant means the date on which a
Participant's interest under the Plan becomes distributable in
accordance with Article XV.
The
"Sponsor"
means Wainoco Oil & Gas Company, and any successor
thereto.
A
"Sub-Account"
means any of the individual sub-accounts of a
Participant's Separate Account that is maintained as provided in
Article VIII.
A
"Tax-Deferred Contribution"
means the amount contributed to the
Plan on a Participant's behalf by his Employer in accordance with
his reduction authorization executed pursuant to Article IV.
The
"Trust"
means the trust maintained by the Trustee under the
Trust Agreement.
The
"Trust Agreement"
means the agreement entered into between the
Sponsor and the Trustee relating to the holding, investment, and
reinvestment of the assets of the Plan, together with all
amendments thereto and shall include any agreement establishing a
custodial account, an annuity contract, or an insurance contract
(other than a life, health or accident, property, casualty, or
liability insurance contract) for the investment of assets if the
custodial account or contract would, except for the fact that it is
not a trust, constitute a qualified trust under Section 401 of the
Code.
The
"Trustee"
means the trustee or any successor trustee which at
the time shall be designated, qualified, and acting under the Trust
Agreement and shall include any insurance company that issues an
annuity or insurance contract pursuant to the Trust Agreement or
any person holding assets in a custodial account pursuant to the
Trust Agreement.
A
"Trust Fund"
means any fund established under the Trust by the
Trustee.
A
"Valuation Date"
means the date or dates designated by the
Sponsor and communicated in writing to the Trustee for the purpose
of valuing the General Fund and each Investment Fund and adjusting
Separate Accounts and Sub-Accounts hereunder, which dates need not
be uniform with respect to the General Fund, each Investment Fund,
Separate Account, or Sub-Account; provided, however, that the
General Fund and each Investment Fund shall be valued and each
Separate Account and Sub-Account shall be adjusted no less often
than once annually.
The
"Vesting Service"
of an employee means the period or periods of
service credited to him under the provisions of Article II for
purposes of determining his vested interest in his Employer
Contributions Sub-Account, if Employer Contributions are provided
for under either Article VI or Article XXII.
1.2
Interpretation
Where required by the context, the noun, verb, adjective, and
adverb forms of each defined term shall include any of its other
forms.  Wherever used herein, the masculine pronoun shall include
the feminine, the singular shall include the plural, and the plural
shall include the singular.
ARTICLE II
SERVICE
2.1      Definitions
For purposes of this Article, the following terms have the
following meanings:
(a)
The "continuous service" of an employee means the service credited to
him in accordance with the provisions of Section 2.3 of the Plan.
(b)
The "employment commencement date" of an employee means the
             date he first completes an Hour of Service.
(c)
A "maternity/paternity absence" means a person's absence from
employment with an Employer or a Related Company because of the person's
pregnancy, the birth of the person's child, the placement of a child with
the person in connection with the person's adoption of the child, or the
caring for the person's child immediately following the child's birth
or adoption. A person's absence from employment will not be considered a
maternity/paternity absence unless the person furnishes the Administrator such
timely information as may reasonably be required to establish that the absence
was for one of the purposes enumerated in this paragraph and to establish the
number of days of absence attributable to such purpose.
(d)
The "reemployment commencement date" of an employee means the first
date following a severance date on which he again completes an Hour of Service.
(e)
The "severance date" of an employee means the earlier of (i) the date
on which he retires, dies, or his employment with an Employer and all Related
Companies is otherwise terminated, or (ii) the first anniversary of the first
date of a period during which he is absent from work with an Employer and all
Related Companies for any other reason; provided, however, that if he terminates
employment with or is absent from work with an Employer and all Related
Companies on account of service with the armed forces of the United States, he
shall not incur a severance date if he is eligible for reemployment rights under
Federal law and he returns to work with an Employer or a Related Company within
the period during which he retains such reemployment rights.
2.2      Crediting
of Hours of Service
A person shall be credited with an Hour of Service for each hour
for which he is paid, or entitled to payment, for the performance
of duties for an Employer or any Related Company.
2.3      Crediting of
Continuous Service
A person shall be credited with continuous service for the
aggregate of the periods of time between his employment
commencement date or any reemployment commencement date and the
severance date that next follows such employment commencement date
or reemployment commencement date; provided, however, that an
employee who has a reemployment commencement date within the
12-consecutive-month period following the earlier of the first date
of his absence or his severance date shall be credited with
continuous service for the period between such severance date and
reemployment commencement date.
2.4     
Eligibility Service
An employee shall be credited with Eligibility Service equal to his
continuous service.
2.5      Vesting
Service
There shall be no Vesting Service credited under the Plan.
2.6      Crediting
of Service on Transfer or Amendment
Notwithstanding any other provision of the Plan to the contrary, if
an Employee is transferred from employment covered under a
qualified plan maintained by an Employer or a Related Company for
which eligibility service and/or vesting service is credited based
on Hours of Service and computation periods in accordance with
Department of Labor Regulationsss.2530.200 through 2530.203 to
employment covered under the Plan or, prior to amendment, the Plan
provided for crediting of Eligibility Service and/or Vesting
Service on the basis of Hours of Service and computation periods,
an affected Employee shall be credited with Eligibility Service
and/or Vesting Service equal to:
(a)
the Employee's years of service credited to him under the Hours of Service
method before the computation period in which the transfer or the effective date
of the amendment occurs, plus
(b)
the greater of (i) the period of service that would be credited to the Employee
under the elapsed time method provided hereunder for his employment during the
entire computation period in which the transfer or the effective date of the
amendment occurs or (ii) the service taken into
             account under the Hours of Service method for such
             computation period as of the date of the transfer or the
             effective date of the amendment, plus
(c)
the service credited to such Employee under the elapsed time method provided
hereunder for the period of time beginning on the day after the last day of the
computation period in which the transfer or the effective date of the amendment
occurs.
ARTICLE III
ELIGIBILITY
3.1      Eligibility
Each Employee who was an Eligible Employee immediately prior to the
effective date of this amendment and restatement shall continue to
be an Eligible Employee.  Each other Employee shall become an
Eligible Employee as of the Enrollment Date coinciding with or next
following the date on which he has both attained age 21 and
completed 6 full calendar months of Eligibility Service.
3.2      Transfers
of Employment
If a person is transferred directly from employment with an
Employer or with a Related Company in a capacity other than as an
Employee to employment as an Employee, he shall become an Eligible
Employee as of the date he is so transferred if prior to an
Enrollment Date coinciding with or preceding such transfer date he
has met the eligibility requirements of Section 3.1.  Otherwise,
the eligibility of a person who is so transferred to elect to have
Tax-Deferred Contributions made to the Plan on his behalf shall be
determined in accordance with Section 3.1.
3.3     
Reemployment
If a person who terminated employment with an Employer and all
Related Companies is reemployed as an Employee and if he had been
an Eligible Employee prior to his termination of employment, he
shall again become an Eligible Employee on the date he is
reemployed.  Otherwise, the eligibility of a person who terminated
employment with an Employer and all Related Companies and who is
reemployed by an Employer or a Related Company to elect to have
Tax-Deferred Contributions made to the Plan on his behalf shall be
determined in accordance with Section 3.1 or 3.2.
3.4      Notification
Concerning New Eligible Employees
Each Employer shall notify the Administrator as soon as practicable
of Employees becoming Eligible Employees as of any date.
3.5     Effect and
Duration
Upon becoming an Eligible Employee, an Employee shall be entitled
to elect to have Tax-Deferred Contributions made to the Plan on his
behalf and shall be bound by all the terms and conditions of the
Plan and the Trust Agreement.  A person shall continue as an
Eligible Employee eligible to have Tax-Deferred Contributions made
to the Plan on his behalf only so long as he continues employment
as an Employee.
ARTICLE IV
TAX-DEFERRED CONTRIBUTIONS
4.1     
Tax-Deferred Contributions
Effective as of the date he becomes an Eligible Employee, or any
subsequent Enrollment Date, each Eligible Employee may elect in
writing in accordance with rules prescribed by the Administrator to
have Tax-Deferred Contributions made to the Plan on his behalf by
his Employer as hereinafter provided.  An Eligible Employee's
written election shall include his authorization for his Employer
to reduce his Compensation and to make Tax-Deferred Contributions
on his behalf and his election as to the investment of his
contributions in accordance with Article X.  Tax-Deferred
Contributions on behalf of an Eligible Employee shall commence with
the first payment of Compensation made on or after the date on
which his election is effective.
4.2      Amount of
Tax-Deferred Contributions
The amount of Tax-Deferred Contributions to be made to the Plan on
behalf of an Eligible Employee by his Employer shall be an integral
percentage of his Compensation of not less than one percent nor
more than 13 percent.  In the event an Eligible Employee elects to
have his Employer make Tax-Deferred Contributions on his behalf,
his Compensation shall be reduced for each payroll period by the
percentage he elects to have contributed on his behalf to the Plan
in accordance with the terms of his currently effective reduction
authorization.
4.3      Changes in
Reduction Authorization
An Eligible Employee may change the percentage of his future
Compensation that his Employer contributes on his behalf as
Tax-Deferred Contributions at such time or times during the Plan
Year as the Administrator may prescribe by filing an amended
reduction authorization with his Employer such number of days prior
to the date such change is to become effective as the Administrator
shall prescribe.  An Eligible Employee who changes his reduction
authorization shall be limited to selecting a percentage of his
Compensation that is otherwise permitted under Section 4.2.
Tax-Deferred Contributions shall be made on behalf of such Eligible
Employee by his Employer pursuant to his amended reduction
authorization filed in accordance with this Section commencing with
Compensation paid to the Eligible Employee on or after the date
such filing is effective, until otherwise altered or terminated in
accordance with the Plan.
4.4      Suspension of
Tax-Deferred Contributions
An Eligible Employee on whose behalf Tax-Deferred Contributions are
being made may have such contributions suspended at any time by
giving such number of days advance written notice to his Employer
as the Administrator shall prescribe.  Any such voluntary
suspension shall take effect commencing with Compensation paid to
such Eligible Employee on or after the expiration of the required
notice period and shall remain in effect until Tax-Deferred
Contributions are resumed as hereinafter set forth.
4.5      Resumption
of Tax-Deferred Contributions
An Eligible Employee who has voluntarily suspended his Tax-Deferred
Contributions in accordance with Section 4.4 may have such
contributions resumed at such time or times during the Plan Year as
the Administrator may prescribe, by filing a new reduction
authorization with his Employer such number of days prior to the
date as of which such contributions are to be resumed as the
Administrator shall prescribe.
4.6      Delivery
of Tax-Deferred Contributions
As soon after the date an amount would otherwise be paid to an
Employee as it can reasonably be separated from Employer assets,
each Employer shall cause to be delivered to the Trustee in cash
all Tax-Deferred Contributions attributable to such amounts.
4.7      Vesting of
Tax-Deferred Contributions
A Participant's vested interest in his Tax-Deferred Contributions
Sub-Account shall be at all times 100 percent.
ARTICLE V
AFTER-TAX
AND ROLLOVER CONTRIBUTIONS
5.1      No
After-Tax Contributions
There shall be no After-Tax Contributions made to the Plan.
5.2      Rollover
Contributions
An Employee who was a participant in a plan qualified under Section
401 or 403 of the Code and who receives a cash distribution from
such plan that he elects either (i) to roll over immediately to a
qualified retirement plan or (ii) to roll over into a conduit IRA
from which he receives a later cash distribution, may elect to make
a Rollover Contribution to the Plan if he is entitled under Section
402(c)(1), Section 403(a)(4), or Section 408(d)(3)(A) of the Code
to roll over such distribution to another qualified retirement
plan.  The Administrator may require an Employee to provide it with
such information as it deems necessary or desirable to show that he
is entitled to roll over such distribution to another qualified
retirement plan.  An Employee shall make a Rollover Contribution to
the Plan by delivering, or causing to be delivered, to the Trustee
the cash that constitutes the Rollover Contribution amount within
60 days of receipt of the distribution from the plan or from the
conduit IRA in the manner prescribed by the Administrator.  If the
Employee does not already have an investment election on file with
the Administrator, the Employee shall also deliver to the
Administrator his election as to the investment of his
contributions in accordance with Article X.
5.3      Vesting of
Rollover Contributions
A Participant's vested interest in his Rollover Contributions
Sub-Account shall be at all times 100 percent.
ARTICLE VI
EMPLOYER
CONTRIBUTIONS
6.1      Definitions
For purposes of this Article, the following terms have the
following meanings:
(a)
The "matching contribution" means any Employer Contribution made to
the Plan in accordance with the provisions of Section 6.5.
(b)
The "profit-sharing contribution" means any Employer Contribution made
to the Plan in accordance with the provisions of Section 6.3.
6.2     
Contribution Period
The Contribution Period for Employer Contributions under the Plan
shall be each Plan Year.
6.3      Profit-Sharing
Contributions
Each Employer may, in its discretion, make a profit-sharing
contribution to the Plan for the Contribution Period in an amount
determined by the Sponsor.
6.4      Allocation
of Profit-Sharing Contributions
Any profit-sharing contribution made by an Employer for the
Contribution Period shall be allocated among its Employees during
the Contribution Period who are eligible to participate in the
allocation of profit-sharing contributions for the Contribution
Period, as determined under Section 6.9.  The allocable share of
each such Employee shall be an amount equal to a percentage of his
"base Compensation" from the Employer for the Contribution Period
plus a separate percentage of his Compensation from the Employer
for the Contribution Period that exceeds his "base Compensation",
which percentage shall not exceed the percentage specified with
respect to his "base Compensation" by more than the lesser of (i)
the percentage specified with respect to his "base Compensation" or
(ii) the greater of 5.7 percent or the rate of tax applicable at
the beginning of the Plan Year to the Employer under Section
3111(a) of the Code that is attributable to old-age insurance under
the OASDI provisions.  The percentage of "base Compensation" and
the percentage of Compensation in excess of "base Compensation"
shall be determined for each Plan Year in such manner as shall
maximize the percentage of Compensation in excess of "base
Compensation", subject to the foregoing limitations.  For purposes
of this Section, "base Compensation" means Compensation up to the
taxable wage base under Section 230 of the Social Security Act in
effect at the beginning of the Plan Year.
6.5      Matching
Contributions
Each Employer may make a matching contribution to the Plan for each
Contribution Period in an amount equal to the percentage,
determined by the Sponsor, in its discretion, for the Contribution
Period, of the aggregate Tax-Deferred Contributions for the
Contribution Period made on behalf of its Employees during the
Contribution Period who are eligible to participate in the
allocation of matching contributions for the Contribution Period as
determined under Section 6.9.
6.6      Allocation
of Matching Contributions
Any matching contribution made by an Employer for the Contribution
Period shall be allocated among its Employees during the
Contribution Period who are eligible to participate in the
allocation of matching contributions for the Contribution Period,
as determined under Section 6.9.  The allocable share of each such
Employee shall be an amount equal to the percentage determined by
the Employer Sponsor as provided in Section 6.5 of the Tax-Deferred
Contributions made on his behalf for the Contribution Period.
6.7               Verification of Amount of Employer Contributions by the
             Sponsor
The Sponsor shall verify the amount of Employer Contributions to be
made by each Employer in accordance with the provisions of the
Plan.  Notwithstanding any other provision of the Plan to the
contrary, the Sponsor shall determine the portion of the Employer
Contribution to be made by each Employer with respect to an
Employee who transfers from employment with one Employer as an
Employee to employment with another Employer as an Employee.
6.8      Payment of Employer
Contributions
Employer Contributions made for a Contribution Period shall be paid
in cash to the Trustee within the period of time required under the
Code in order for the contribution to be deductible by the Employer
in determining its Federal income taxes for the Plan Year.
6.9     
Eligibility to Participate in Allocation
Each Employee shall be eligible to participate in the allocation of
Employer Contributions in accordance with Sections 6.4 and 6.6
beginning on the date he becomes, or again becomes, an Eligible
Employee in accordance with the provisions of Article III.
Notwithstanding the foregoing, no person shall be eligible to
participate in the allocation of matching contributions for a
Contribution Period unless he is employed by an Employer or a
Related Company on the last day of the Contribution Period;
provided, however, that if the Plan would not otherwise meet the
minimum coverage requirements of Section 410(b) of the Code in any
Plan Year, the group of Employees eligible to participate in the
allocation of matching contributions shall be expanded to include
the minimum number of Employees who are not employed by an Employer
or a Related Company on the last day of the Contribution Period
that is necessary to meet the minimum coverage requirements.  The
Employees who become eligible to participate under the provisions
of the immediately preceding clause shall be those Employees who
have completed the greatest number of Hours of Service during the
Plan Year.
6.10      Vesting
of Employer Contributions
A Participant's vested interest in his Employer Contributions
Sub-Account shall be at all times 100 percent.
6.11      Election
of Former Vesting Schedule
If the Sponsor adopts an amendment to the Plan that directly or
indirectly affects the computation of a Participant's vested
interest in his Employer Contributions Sub-Account, any Participant
with three or more years of Vesting Service shall have a right to
have his vested interest in his Employer Contributions Sub-Account
continue to be determined under the vesting provisions in effect
prior to the amendment rather than under the new vesting
provisions, unless the vested interest of the Participant in his
Employer Contributions Sub-Account under the Plan as amended is not
at any time less than such vested interest determined without
regard to the amendment.  A Participant shall exercise his right
under this Section by giving written notice of his exercise thereof
to the Administrator within 60 days after the latest of (i) the
date he receives notice of the amendment from the Administrator,
(ii) the effective date of the amendment, or (iii) the date the
amendment is adopted.  Notwithstanding the foregoing, a
Participant's vested interest in his Employer Contributions
Sub-Account on the effective date of such an amendment shall not be
less than his vested interest in his Employer Contributions
Sub-Account immediately prior to the effective date of the
amendment.
ARTICLE VII
LIMITATIONS ON
CONTRIBUTIONS
7.1      Definitions
For purposes of this Article, the following terms have the
following meanings:
(a)
The "actual deferral percentage" with respect to an Eligible Employee
for a particular Plan Year means the ratio of the Tax-Deferred Contributions
made on his behalf for the Plan Year to his test compensation for the Plan Year;
provided, however, that contributions made on a Participant's behalf for a
Plan Year shall be included in determining his actual deferral percentage for
such Plan Year only if the contributions are made to the Plan prior to the end
of the 12-month period immediately following the Plan Year to which the
contributions relate. The determination and treatment of the actual deferral
percentage amounts for any Participant shall satisfy such other requirements as
may be prescribed by the Secretary of the Treasury.
(b)
The "aggregate limit" means the sum of (i) 125 percent of the greater
of the average contribution percentage for eligible participants other than
Highly Compensated Employees or the average actual deferral percentage for
Eligible Employees other than Highly Compensated Employees and (ii) the lesser
of 200 percent or two plus the lesser of such average contribution percentage or
average actual deferral percentage, or, if it would result in a larger aggregate
limit, the sum of (iii) 125 percent of the lesser of the average contribution
percentage for eligible participants other than Highly Compensated Employees or
the average actual deferral percentage for Eligible Employees other than Highly
Compensated Employees and (iv) the lesser of 200 percent or two plus the greater
of such average contribution percentage or average actual deferral percentage.
(c)
The "annual addition" with respect to a Participant for a limitation
year means the sum of the Tax-Deferred Contributions and Employer Contributions
allocated to his Separate Account for the limitation year (including any excess
contributions that are distributed pursuant to this Article), the employer
contributions, employee contributions, and forfeitures allocated to his accounts
for the limitation year under any other qualified defined contribution plan
(whether or not terminated) maintained by an Employer or a Related Company
concurrently with the Plan, and amounts described in Sections 415(l)(2) and
419A(d)(2)
             of the Code allocated to his account for the limitation
             year.
(d)
The "Code Section 402(g) limit" means the dollar limit imposed by
Section 402(g)(1) of the Code or established by the Secretary of the Treasury
pursuant to Section 402(g)(5) of the Code in effect on January 1 of the calendar
year in which an Eligible Employee's taxable year begins.
(e)
The "contribution percentage" with respect to an eligible participant
for a particular Plan Year means the ratio of the matching contributions made to
the Plan on his behalf for the Plan Year to his test compensation for such Plan
Year, except that, to the extent permitted by regulations issued under Section
401(m) of the Code, the Sponsor may elect to take into account in computing the
numerator of each eligible participant's contribution percentage the
Tax-Deferred Contributions made to the Plan on his behalf for the Plan Year;
provided, however, that any Tax-Deferred Contributions that were taken into
account in computing the numerator of an eligible participant's actual
deferral percentage may not be taken into account in computing the numerator of
his contribution percentage; and provided, further, that contributions made by
or on a Participant's behalf for a Plan Year shall be included in
determining his contribution percentage for such Plan Year only if the
contributions are made to the Plan prior to the end of the 12-month period
immediately following the Plan Year to which the contributions relate. The
determination and treatment of the contribution percentage amounts for any
Participant shall satisfy such other requirements as may be prescribed by the
Secretary of the Treasury.
(f)
An "elective contribution" means any employer contribution made to a
plan maintained by an Employer or any Related Company on behalf of a Participant
in lieu of cash compensation pursuant to his written election to defer under any
qualified CODA as defined in Section 401(k) of the Code, any simplified employee
pension cash or deferred arrangement as described in Section 402(h)(1)(B) of the
Code, any eligible deferred compensation plan under Section 457 of the Code, or
any plan as described in Section 501(c)(18) of the Code, and any contribution
made on behalf of the Participant by an Employer or a Related Company for the
purchase of an annuity contract under Section 403(b) of the Code pursuant to a
salary reduction agreement.
(g)
An "eligible participant" means any Employee who is eligible or to
have Tax-Deferred Contributions made on his behalf (if Tax-Deferred
Contributions are taken into account in computing contribution percentages) or
to participate in the allocation of matching contributions.
(h)
A "family member" of an Employee means the Employee's spouse, his
lineal ascendants, his lineal descendants, and the spouses of such lineal
ascendants and descendants.
(i)
A "limitation year" means the Plan Year.
(j)
A "matching contribution" means any employer contribution allocated to
an Eligible Employee's account under the Plan or any other plan of an
Employer or a Related Company solely on account of elective contributions made
on his behalf or employee contributions made by him.
(k)
The "test compensation" of an Eligible Employee for a Plan Year means
compensation as defined in Section 414(s) of the Code and regulations issued
thereunder, limited, however, to (1) $200,000 for Plan Years beginning prior to
January 1, 1994, or (2) $150,000 for Plan Years beginning on or after January 1,
1994 (subject to adjustment annually as provided in Section 401(a)(17)(B) and
Section 415(d) of the Code; provided, however, that the dollar increase in
effect on January 1 of any calendar year, if any, is effective for Plan Years
beginning in such calendar year). If the test compensation of a Participant is
determined over a period of time that contains fewer than 12 calendar months,
then the annual compensation limitation described above shall be adjusted with
respect to that Participant by multiplying the annual compensation limitation in
effect for the Plan Year by a fraction the numerator of which is the number of
full months in the period and the denominator of which is 12; provided, however,
that no proration is required for a Participant who is covered under the Plan
for less than one full Plan Year if the formula for allocations is based on
Compensation for a period of at least 12 months. In determining the test
compensation, for purposes of applying the annual compensation limitation
described above, of a Participant who is a five-percent owner or among the ten
Highly Compensated Employees receiving the greatest test compensation for the
limitation year, the test compensation of the Participant's spouse and of
his lineal descendants who have not attained age 19 as of the close of the
limitation year shall be included as test compensation of the Participant for
the limitation year. If as a result of applying the family aggregation rule
described in the preceding sentence the annual compensation limitation would be
exceeded, the limitation shall be prorated among the affected family members in
proportion to each member's test compensation as determined prior to
application of the family aggregation rules.
7.2               Code Section 402(g) Limit
In no event shall the amount of the Tax-Deferred Contributions made
on behalf of an Eligible Employee for his taxable year, when
aggregated with any elective contributions made on behalf of the
Eligible Employee under any other plan of an Employer or a Related
Company for his taxable year, exceed the Code Section 402(g) limit.
In the event that the Administrator determines that the reduction
percentage elected by an Eligible Employee will result in his
exceeding the Code Section 402(g) limit, the Administrator may
adjust the reduction authorization of such Eligible Employee by
reducing the percentage of his Tax-Deferred Contributions to such
smaller percentage that will result in the Code Section 402(g)
limit not being exceeded.  If the Administrator determines that the
Tax-Deferred Contributions made on behalf of an Eligible Employee
would exceed the Code Section 402(g) limit for his taxable year,
the Tax-Deferred Contributions for such Participant shall be
automatically suspended for the remainder, if any, of such taxable
year.
If an Employer notifies the Administrator that the Code Section
402(g) limit has nevertheless been exceeded by an Eligible Employee
for his taxable year, the Tax-Deferred Contributions that, when
aggregated with elective contributions made on behalf of the
Eligible Employee under any other plan of an Employer or a Related
Company, would exceed the Code Section 402(g) limit, plus any
income and minus any losses attributable thereto, shall be
distributed to the Eligible Employee no later than the April 15
immediately following such taxable year.  Any Tax-Deferred
Contributions that are distributed to an Eligible Employee in
accordance with this Section shall not be taken into account in
                                   ---
computing the Eligible Employee's actual deferral percentage for
the Plan Year in which the Tax-Deferred Contributions were made,
unless the Eligible Employee is a Highly Compensated Employee.  If
an amount of Tax-Deferred Contributions is distributed to a
Participant in accordance with this Section, matching contributions
that are attributable solely to the distributed Tax-Deferred
Contributions, plus any income and minus any losses attributable
thereto, shall be forfeited by the Participant.  Any such forfeited
amounts shall be applied against the Employer Contribution
obligations for the Plan Year of the Employer for which the
Participant last performed services as an Employee.
Notwithstanding the foregoing, however, should the amount of all
such forfeitures for any Plan Year with respect to any Employer
exceed the amount of such Employer's Employer Contribution
obligation for the Plan Year, the excess amount of such forfeitures
shall be held unallocated in a suspense account established with
respect to the Employer and shall for all Plan purposes be applied
against the Employer's Employer Contribution obligations for the
following Plan Year.
7.3               Limitation on Tax-Deferred Contributions of Highly
             Compensated Employees
Notwithstanding any other provision of the Plan to the contrary,
the Tax-Deferred Contributions made with respect to a Plan Year on
behalf of Eligible Employees who are Highly Compensated Employees
may not result in an average actual deferral percentage for such
Eligible Employees that exceeds the greater of:
(a)
a percentage that is equal to 125 percent of the average
             actual deferral percentage for all other Eligible Employees;
             or
(b)
a percentage that is not more than 200 percent of the average actual deferral
percentage for all other Eligible Employees and that is not more than two
percentage points higher than the average actual deferral percentage for all
other Eligible Employees.
In order to assure that the limitation contained herein is not
exceeded with respect to a Plan Year, the Administrator is
authorized to suspend completely further Tax-Deferred Contributions
on behalf of Highly Compensated Employees for any remaining portion
of a Plan Year or to adjust the projected actual deferral
percentages of Highly Compensated Employees by reducing their
percentage elections with respect to Tax-Deferred Contributions for
any remaining portion of a Plan Year to such smaller percentages
that will result in the limitation set forth above not being
exceeded.  In the event of any such suspension or reduction, Highly
Compensated Employees affected thereby shall be notified of the
reduction or suspension as soon as possible and shall be given an
opportunity to make a new Tax-Deferred Contribution election to be
effective the first day of the next following Plan Year.  In the
absence of such an election, the election in effect immediately
prior to the suspension or adjustment described above shall be
reinstated as of the first day of the next following Plan Year.
For purposes of applying the limitation contained in this Section,
the Tax-Deferred Contributions and test compensation of any
Eligible Employee who is a family member of another Eligible
Employee who is a five percent owner or among the ten Highly
Compensated Employees receiving the greatest test compensation for
the Plan Year shall be aggregated with the Tax-Deferred
Contributions and test compensation of such other Eligible
Employee, and such family member shall not be considered an
Eligible Employee for purposes of determining the average actual
deferral percentage for all other Eligible Employees.
In determining the actual deferral percentage for any Eligible
Employee who is a Highly Compensated Employee for the Plan Year,
elective contributions made to his accounts under any other plan of
an Employer or a Related Company shall be treated as if all such
contributions were made to the Plan; provided, however, that if
such a plan has a plan year different from the Plan Year, any such
contributions made to the Highly Compensated Employee's accounts
under the plan for the plan year ending with or within the same
calendar year as the Plan Year shall be treated as if such
contributions were made to the Plan.  Notwithstanding the
foregoing, such contributions shall not be treated as if they were
made to the Plan if regulations issued under Section 401(k) of the
Code do not permit such plan to be aggregated with the Plan.
If one or more plans of an Employer or Related Company are
aggregated with the Plan for purposes of satisfying the
requirements of Section 401(a)(4) or 410(b) of the Code, then
actual deferral percentages under the Plan shall be calculated as
if the Plan and such one or more other plans were a single plan.
For Plan Years beginning after December 31, 1991, plans may be
aggregated to satisfy Section 401(k) of the Code only if they have
the same plan year.
The Administrator shall maintain records sufficient to show that
the limitation contained in this Section was not exceeded with
respect to any Plan Year.
7.4     
Distribution of Excess Tax-Deferred Contributions
Notwithstanding any other provision of the Plan to the contrary, in
the event that the limitation contained in Section 7.3 is exceeded
in any Plan Year, the Tax-Deferred Contributions made with respect
to a Highly Compensated Employee that exceed the maximum amount
permitted to be contributed to the Plan on his behalf under Section
7.3, plus any income and minus any losses attributable thereto,
shall be distributed to the Highly Compensated Employee prior to
the end of the next succeeding Plan Year.  If excess amounts are
attributable to Participants aggregated under the family
aggregation rules described in Section 7.3, the excess shall be
allocated among family members in proportion to the Tax-Deferred
Contributions made with respect to each family member.  If such
excess amounts are distributed more than 2 1/2 months after the
last day of the Plan Year for which the excess occurred, an excise
tax may be imposed under Section 4979 of the Code on the Employer
maintaining the Plan with respect to such amounts.
The maximum amount permitted to be contributed to the Plan on a
Highly Compensated Employee's behalf under Section 7.3 shall be
determined by reducing Tax-Deferred Contributions made on behalf of
Highly Compensated Employees in order of their actual deferral
percentages beginning with the highest of such percentages.
If an amount of Tax-Deferred Contributions is distributed to a
Participant in accordance with this Section, matching contributions
that are attributable solely to the distributed Tax-Deferred
Contributions, plus any income and minus any losses attributable
thereto, shall be forfeited by the Participant.  Any such forfeited
amounts shall be applied against the Employer Contribution
obligations for the Plan Year of the Employer for which the
Participant last performed services as an Employee.
Notwithstanding the foregoing, however, should the amount of all
such forfeitures for any Plan Year with respect to any Employer
exceed the amount of such Employer's Employer Contribution
obligation for the Plan Year, the excess amount of such forfeitures
shall be held unallocated in a suspense account established with
respect to the Employer and shall for all Plan purposes be applied
against the Employer's Employer Contribution obligations for the
following Plan Year.
7.5               Limitation on Matching Contributions of Highly Compensated
             Employees
Notwithstanding any other provision of the Plan to the contrary,
the matching contributions made with respect to a Plan Year on
behalf of eligible participants who are Highly Compensated
Employees may not result in an average contribution percentage for
such eligible participants that exceeds the greater of:
(a)
a percentage that is equal to 125 percent of the average
             contribution percentage for all other eligible participants;
             or
(b)
a percentage that is not more than 200 percent of the average contribution
percentage for all other eligible participants and that is not more than two
percentage points higher than the average contribution percentage for all other
eligible participants.
For purposes of applying the limitation contained in this Section,
the matching contributions, Tax-Deferred Contributions (to the
extent that such Tax-Deferred Contributions are taken into account
in computing contribution percentages), and test compensation of
any eligible participant who is a family member of another eligible
participant who is a five percent owner or among the ten Highly
Compensated Employees receiving the greatest test compensation for
the Plan Year shall be aggregated with the matching contributions,
Tax-Deferred Contributions, and test compensation of such other
eligible participant, and such family member shall not be
considered an eligible participant for purposes of determining the
average contribution percentage for all other eligible
participants.
In determining the contribution percentage for any eligible
participant who is a Highly Compensated Employee for the Plan Year,
matching contributions, employee contributions, and elective
contributions (to the extent that elective contributions are taken
into account in computing contribution percentages) made to his
accounts under any other plan of an Employer or a Related Company
shall be treated as if all such contributions were made to the
Plan; provided, however, that if such a plan has a plan year
different from the Plan Year, any such contributions made to the
Highly Compensated Employee's accounts under the plan for the plan
year ending with or within the same calendar year as the Plan Year
shall be treated as if such contributions were made to the Plan.
Notwithstanding the foregoing, such contributions shall not be
treated as if they were made to the Plan if regulations issued
under Section 401(m) of the Code do not permit such plan to be
aggregated with the Plan.
If one or more plans of an Employer or a Related Company are
aggregated with the Plan for purposes of satisfying the
requirements of Section 401(a)(4) or 410(b) of the Code, the
contribution percentages under the Plan shall be calculated as if
the Plan and such one or more other plans were a single plan.  For
Plan Years beginning after December 31, 1989, plans may be
aggregated to satisfy Section 401(m) of the Code only if they have
the same plan year.
The Administrator shall maintain records sufficient to show that
the limitation contained in this Section was not exceeded with
respect to any Plan Year and the amount of the elective
contributions taken into account in computing contribution
percentages for any Plan Year.
7.6     
Distribution of Excess Contributions
Notwithstanding any other provision of the Plan to the contrary, in
the event that the limitation contained in Section 7.5 is exceeded
in any Plan Year, the matching contributions made on behalf of a
Highly Compensated Employee that exceed the maximum amount
permitted to be contributed to the Plan on behalf of such Highly
Compensated Employee under Section 7.5, plus any income and minus
any losses attributable thereto, shall be distributed to the
Participant prior to the end of the next succeeding Plan Year.  If
excess amounts are attributable to Participants aggregated under
the family aggregation rules described in Section 7.5, the excess
shall be allocated among family members in proportion to the
matching contributions made with respect to each family member.  If
such excess amounts are distributed more than 2 1/2 months after
the last day of the Plan Year for which the excess occurred, an
excise tax may be imposed under Section 4979 of the Code on the
Employer maintaining the Plan with respect to such amounts.
The maximum amount permitted to be contributed to the Plan on
behalf of a Highly Compensated Employee under Section 7.5 shall be
determined by reducing matching contributions made on behalf of
Highly Compensated Employees in order of their contribution
percentages beginning with the highest of such percentages.
The determination of the amount of excess matching contributions
shall be made after application of Section 7.4, if applicable.
7.7      Multiple
Use Limitation
Notwithstanding any other provision of the Plan to the contrary,
the following multiple use limitation as required under Section
401(m) of the Code shall apply:  the sum of the average actual
deferral percentage for Eligible Employees who are Highly
Compensated Employees and the average contribution percentage for
eligible participants who are Highly Compensated Employees may not
exceed the aggregate limit.  In the event that, after satisfaction
of Section 7.4 and Section 7.6, it is determined that contributions
under the Plan fail to satisfy the multiple use limitation
contained herein, the multiple use limitation shall be satisfied by
further reducing the actual deferral percentages of Eligible
Employees who are Highly Compensated Employees (beginning with the
highest such percentage) to the extent necessary to eliminate the
excess, with such further reductions to be treated as excess Tax-
Deferred Contributions and disposed of as provided in Section 7.4,
or in an alternative manner, consistently applied, that may be
permitted by regulations issued under Section 401(m) of the Code.
7.8     
Determination of Income or Loss
The income or loss attributable to excess contributions that are
distributed pursuant to this Article shall be determined for the
preceding Plan Year under the method otherwise used for allocating
income or loss to Participant's Separate Accounts.
7.9               Code Section 415 Limitations on Crediting of Contributions
             and Forfeitures
Notwithstanding any other provision of the Plan to the contrary,
the annual addition with respect to a Participant for a limitation
year shall in no event exceed the lesser of (i) the greater of
$30,000 or 25 percent of the defined benefit dollar limitation set
forth in Section 415(b)(1) of the Code in effect for the limitation
year or (ii) 25 percent of the Participant's compensation, as
defined in Section 415(c)(3) of the Code and regulations issued
thereunder, for the limitation year.  If the annual addition to the
Separate Account of a Participant in any limitation year would
otherwise exceed the amount that may be applied for his benefit
under the limitation contained in this Section, the limitation
shall be satisfied by reducing contributions made on behalf of the
Participant to the extent necessary in the following order:
Tax-Deferred Contributions made on the Participant's behalf
             for the limitation year and the matching contributions
             attributable thereto, if any, shall be reduced pro rata.
             Employer Contributions (other than matching contributions)
             otherwise allocable to the Participant's Separate Account
             for the limitation year shall be reduced.
The amount of any reduction of Tax-Deferred Contributions (plus any
income attributable thereto) shall be returned to the Participant.
The amount of any reduction of Employer Contributions shall be
deemed a forfeiture for the limitation year.  Amounts deemed to be
forfeitures under this Section shall be held unallocated in a
suspense account established for the limitation year and shall be
applied against the Employer's contribution obligation for the next
following limitation year (and succeeding limitation years, as
necessary).  If a suspense account is in existence at any time
during a limitation year, all amounts in the suspense account must
be allocated to Participants' Separate Accounts (subject to the
limitations contained herein) before any further Tax-Deferred
Contributions or Employer Contributions.  No suspense account
established hereunder shall share in any increase or decrease in
the net worth of the Trust.  For purposes of this Article, excesses
shall result only from the allocation of forfeitures, a reasonable
error in estimating a Participant's annual compensation (as defined
in Section 415(c)(3) of the Code and regulations issued
thereunder), a reasonable error in determining the amount of Tax-
Deferred Contributions that may be made with respect to any
Participant under the limits of Section 415 of the Code, or other
limited facts and circumstances that justify the availability of
the provisions set forth above.
7.10      Coverage
Under Other Qualified Defined Contribution Plan
If a Participant is covered by any other qualified defined
contribution plan (whether or not terminated) maintained by an
Employer or a Related Company concurrently with the Plan, and if
the annual addition for the limitation year would otherwise exceed
the amount that may be applied for the Participant's benefit under
the limitation contained in Section 7.9, such excess shall be
reduced first by returning employee contributions made by the
Participant to such other plans for the limitation year and the
income attributable thereto to the extent necessary on a pro rata
basis among all of such plans.  If the limitation contained in
Section 7.9 still is not satisfied after all such employee
contributions have been returned, the excess shall be reduced by
returning Tax-Deferred Contributions and elective contributions
made on the Participant's behalf to the Plan and such other plans
for the limitation year and the income attributable thereto to the
extent necessary on a pro rata basis among all such plans,
including the Plan. If the limitation contained in Section 7.9
still is not satisfied after all such elective contributions have
been returned, the portion of the employer contributions and of
forfeitures for the limitation year under the Plan and such other
plans that has been allocated to the Participant under such plans
but which exceeds the limitation set forth in Section 7.9, shall be
deemed a forfeiture for the limitation year and shall be disposed
of as provided in such plans; provided, however, that the amount of
the employer contributions and forfeitures that is a deemed
forfeiture under this Section shall be effected on a pro rata basis
among all of such plans, including the Plan, unless the Participant
is covered by a money purchase pension plan, in which event, the
forfeiture shall be effected first under the Plan and any other
defined contribution plan that is not a money purchase pension plan
and, if the limitation is still not satisfied, then under such
money purchase pension plan.
7.11      Coverage Under
Qualified Defined Benefit Plan
If a Participant in the Plan is also covered by a qualified defined
benefit plan (whether or not terminated) maintained by an Employer
or a Related Company, in no event shall the sum of the defined
benefit plan fraction (as defined in Section 415(e)(2) of the Code)
and the defined contribution plan fraction (as defined in Section
415(e)(3) of the Code) exceed 1.0 in any limitation year.  If,
before October 3, 1973, the Participant was an active participant
in a qualified defined benefit plan maintained by an Employer or a
Related Company and otherwise satisfies the requirements of Section
2004(d)(2) of ERISA, then for purposes of applying this Section,
the defined benefit plan fraction shall not exceed 1.0.  In the
event the special limitation contained in this Section is exceeded,
the benefits otherwise payable to the Participant under any such
qualified defined benefit plan shall be reduced to the extent
necessary to meet such limitation.
7.12      Scope of
Limitations
The limitations contained in Sections 7.9, 7.10, and 7.11 shall be
applicable only with respect to benefits provided pursuant to
defined contribution plans and defined benefit plans described in
Section 415(k) of the Code.
ARTICLE VIII
TRUST FUNDS AND
SEPARATE ACCOUNTS
8.1      General
Fund
The Trustee shall establish a General Fund as required to hold and
administer any assets of the Trust that are not allocated among the
Investment Funds as provided in the Plan or the Trust Agreement.
The General Fund shall be held and administered as a separate
common trust fund.  The interest of each Participant or Beneficiary
under the Plan in the General Fund shall be an undivided interest.
8.2      Investment
Funds
The Sponsor shall determine the number and type of Investment Funds
and select the investments for such Investment Funds.  The Sponsor
shall communicate the same and any changes therein in writing to
the Administrator and the Trustee.  Each Investment Fund shall be
held and administered as a separate common trust fund.  The
interest of each Participant or Beneficiary under the Plan in any
Investment Fund shall be an undivided interest.
8.3      Loan
Investment Fund
If a loan from the Plan to a Participant is approved in accordance
with the provisions of Article XII, the Sponsor shall direct the
establishment and maintenance of a loan Investment Fund in the
Participant's name.  The assets of the loan Investment Fund shall
be held as a separate trust fund.  A Participant's loan Investment
Fund shall be invested in the note reflecting the loan that is
executed by the Participant in accordance with the provisions of
Article XII.  Notwithstanding any other provision of the Plan to
the contrary, income received with respect to a Participant's loan
Investment Fund shall be allocated and the loan Investment Fund
shall be administered as provided in Article XII.
8.4      Income on
Trust
Any dividends, interest, distributions, or other income received by
the Trustee with respect to any Trust Fund established hereunder
shall be allocated by the Trustee to the Trust Fund for which the
income was received.
8.5      Separate
Accounts
As of the first date a contribution is made by or on behalf of an
Employee, there shall be established a Separate Account in his name
reflecting his interest in the Trust.  Each Separate Account shall
be maintained and administered for each Participant and Beneficiary
in accordance with the provisions of the Plan.  The balance of each
Separate Account shall be the balance of the account after all
credits and charges thereto, for and as of such date, have been
made as provided herein.
8.6     
Sub-Accounts
A Participant's Separate Account shall be divided into individual
Sub-Accounts reflecting the portion of the Participant's Separate
Account that is derived from Tax-Deferred Contributions, Rollover
Contributions, or Employer Contributions.  Each Sub-Account shall
reflect separately contributions allocated to each Trust Fund
established hereunder and the earnings and losses attributable
thereto.  Such other Sub-Accounts may be established as are
necessary or appropriate to reflect a Participant's interest in the
Trust.
ARTICLE IX
LIFE
INSURANCE CONTRACTS
9.1      No Life
Insurance Contracts
There shall be no life insurance contracts purchased under the
Plan.
ARTICLE X
DEPOSIT AND
INVESTMENT OF CONTRIBUTIONS
10.1      Future
Contribution Investment Elections
Each Eligible Employee shall make an investment election in the
manner and form prescribed by the Administrator directing the
manner in which his Rollover Contributions, Tax-Deferred
Contributions, and Employer Contributions shall be invested.  An
Eligible Employee's investment election shall specify the
percentage, in the percentage increments prescribed by the
Administrator, of such contributions that shall be allocated to one
or more of the Investment Funds with the sum of such percentages
equaling 100 percent.  The investment election by a Participant
shall remain in effect until his entire interest under the Plan is
distributed or forfeited in accordance with the provisions of the
Plan or until he files a change of investment election with the
Administrator, in such form as the Administrator shall prescribe.
A Participant's change of investment election may be made effective
as of the date or dates prescribed by the Administrator.
10.2      Deposit
of Contributions
All Rollover Contributions, Tax-Deferred Contributions, and
matching contributions shall be deposited in the Trust and
allocated among the Investment Funds in accordance with the
Participant's currently effective investment election.  All profit
sharing contributions shall be deposited in the Trust and allocated
among the Investment Funds in accordance with the Sponsor's
direction.  If no investment election is on file with the
Administrator at the time contributions are to be deposited to a
Participant's Separate Account, the Participant shall be notified
and an investment election form shall be provided to him.  Until
such Participant shall make an effective election under this
Section, his contributions shall be allocated among the Investment
Funds as directed by the Administrator.
10.3      Election
to Transfer Between Funds
The Sponsor may elect to transfer investments of profit sharing
contributions from any Investment Fund to any other Investment Fund
as provided in the Trust Agreement.  A Participant may elect to
transfer investments of Rollover Contributions, Tax-Deferred
Contributions, and matching contributions from any Investment Fund
to any other Investment Fund.  The Participant's transfer election
shall specify either (i) a percentage, in the percentage increments
prescribed by the Administrator, of the amount eligible for
transfer, which percentage may not exceed 100 percent, or (ii) a
dollar amount that is to be transferred.  Subject to any
restrictions pertaining to a particular Investment Fund, a
Participant's transfer election may be made effective as of the
date or dates prescribed by the Administrator.
ARTICLE XI
CREDITING
AND VALUING SEPARATE ACCOUNTS
11.1      Crediting
Separate Accounts
All contributions made under the provisions of the Plan shall be
credited to Separate Accounts in the Trust Funds by the Trustee, in
accordance with procedures established in writing by the
Administrator, either when received or on the succeeding Valuation
Date after valuation of the Trust Fund has been completed for such
Valuation Date as provided in Section 11.2, as shall be determined
by the Administrator.
11.2      Valuing
Separate Accounts
Separate Accounts in the Trust Funds shall be valued by the Trustee
on the Valuation Date, in accordance with procedures established in
writing by the Administrator, either in the manner adopted by the
Trustee and approved by the Administrator or in the manner set
forth in Section 11.3 as Plan valuation procedures, as determined
by the Administrator.
11.3      Plan
Valuation Procedures
With respect to the Trust Funds, the Administrator may determine
that the following valuation procedures shall be applied.  As of
each Valuation Date hereunder, the portion of any Separate Accounts
in a Trust Fund shall be adjusted to reflect any increase or
decrease in the value of the Trust Fund for the period of time
occurring since the immediately preceding Valuation Date for the
Trust Fund (the "valuation period") in the following manner:
(a)
First, the value of the Trust Fund shall be determined by valuing all of the
assets of the Trust Fund at fair market value.
(b)
Next, the net increase or decrease in the value of the Trust Fund attributable
to net income and all profits and losses, realized and unrealized, during the
valuation period shall be determined on the basis of the valuation under
paragraph (a) taking into account appropriate adjustments for contributions,
loan payments, and transfers to and distributions, withdrawals, loans, and
transfers from such Trust Fund during the valuation period.
(c)
Finally, the net increase or decrease in the value of the Trust Fund shall be
allocated among Separate Accounts in the Trust Fund in the ratio of the balance
of the portion of such Separate Account in the Trust Fund as of the preceding
Valuation Date less any distributions, withdrawals, loans, and transfers from
such Separate Account balance in the
             Trust Fund since the Valuation Date to the aggregate
             balances of the portions of all Separate Accounts in the
             Trust Fund similarly adjusted, and each Separate Account in
             the Trust Fund shall be credited or charged with the amount
             of its allocated share.  Notwithstanding the foregoing, the
             Administrator may adopt such accounting procedures as it
             considers appropriate and equitable to establish a
             proportionate crediting of net increase or decrease in the
             value of the Trust Fund for contributions, loan payments,
             and transfers to and distributions, withdrawals, loans, and
             transfers from such Trust Fund made by or on behalf of a
             Participant during the valuation period.
11.4      Finality
of Determinations
The Trustee shall have exclusive responsibility for determining the
balance of each Separate Account maintained hereunder.  The
Trustee's determinations thereof shall be conclusive upon all
interested parties.
11.5     
Notification
Within a reasonable period of time after the end of each Plan Year,
the Administrator shall notify each Participant and Beneficiary of
the balances of his Separate Account and Sub-Accounts as of the
last day of such Plan Year.
ARTICLE XII
LOANS
12.1      Application
for Loan
A Participant who is a party in interest may make written
application to the Administrator for a loan from his Separate
Account.  Loans shall be made to Participants in accordance with
written rules prescribed by the Administrator which are set forth
in an Addendum to the Plan.
As collateral for any loan granted hereunder, the Participant shall
grant to the Plan a security interest in his vested interest under
the Plan equal to the amount of the loans; provided, however, that
in no event may the security interest exceed 50 percent of the
Participant's vested interest under the Plan determined as of the
date as of which the loan is originated in accordance with Plan
provisions.  In the case of a Participant who is an active
employee, the Participant also shall enter into an agreement to
repay the loan by payroll withholding.  No loan in excess of 50
percent of the Participant's vested interest under the Plan shall
be made from the Plan.  Loans shall not be made available to Highly
Compensated Employees in an amount greater than the amount made
available to other employees.
A loan shall not be granted unless the Participant consents in
writing to the charging of his Separate Account in accordance with
the provisions of Section 12.4 for unpaid principal and interest
amounts in the event the loan is declared to be in default.  A
Participant's spouse must consent in writing to any loan hereunder.
Any spousal consent given pursuant to this Section must acknowledge
the effect of the loan and must be witnessed by a Plan
representative or a notary public.  Such spousal consent shall be
binding with respect to the consenting spouse and any subsequent
spouse with respect to the loan.  A new spousal consent shall be
required if the Participant's Separate Account is used for security
in any renegotiation, extension, renewal, or other revision of the
loan.
12.2      Reduction
of Account Upon Distribution
Notwithstanding any other provision of the Plan, the amount of a
Participant's Separate Account that is distributable to the
Participant or his Beneficiary under Article XIII or XV shall be
reduced by the portion of his vested interest that is held by the
Plan as security for any loan outstanding to the Participant,
provided that the reduction is used to repay the loan.  If
distribution is made because of the Participant's death prior to
the commencement of distribution of his Separate Account and less
than 100 percent of the Participant's vested interest in his
Separate Account (determined without regard to the preceding
sentence) is payable to his surviving spouse, then the balance of
the Participant's vested interest in his Separate Account shall be
adjusted by reducing the vested account balance by the amount of
the security used to repay the loan, as provided in the preceding
sentence, prior to determining the amount of the benefit payable to
the surviving spouse.
12.3     
Requirements to Prevent a Taxable Distribution
Notwithstanding any other provision of the Plan to the contrary,
the following terms and conditions shall apply to any loan made to
a Participant under this Article:
(a)
The interest rate on any loan to a Participant shall be a reasonable interest
rate commensurate with current interest rates charged for loans made under
similar circumstances by persons in the business of lending money.
(b)
The amount of any loan to a Participant (when added to the outstanding balance
of all other loans to the Participant from the Plan or any other plan maintained
by an Employer or a Related Company) shall not exceed the lesser of:
(i)
$50,000, reduced by the excess, if any, of the
                         highest outstanding balance of any other loan to the
                         Participant from the Plan or any other plan
                         maintained by an Employer or a Related Company
                         during the preceding 12-month period over the
                         outstanding balance of such loans on the date a loan
                         is made hereunder; or
(ii)
50 percent of the vested portions of the
                         Participant's Separate Account and his vested
                         interest under all other plans maintained by an
                         Employer or a Related Company.
(c)
The term of any loan to a Participant shall be no greater than five years,
except in the case of a loan used to acquire any dwelling unit which within a
reasonable period of time is to be used (determined at the time the loan is
made) as a principal residence of the Participant.
(d)
Except as otherwise permitted under Treasury regulations, substantially level
amortization shall be required over the term of the loan with payments made not
less frequently than quarterly.
12.4     
Administration of Loan Investment Fund
Upon approval of a loan to a Participant, the Administrator shall
direct the Trustee to transfer an amount equal to the loan amount
from the Investment Funds in which it is invested, as directed by
the Administrator, to the loan Investment Fund established by the
Trustee in the Participant's name.  Any loan approved by the
Administrator shall be made to the Participant out of the
Participant's loan Investment Fund.  All principal and interest
paid by the Participant on a loan made under this Article shall be
deposited to his Separate Account and shall be allocated upon
receipt among the Investment Funds in accordance with the
Participant's currently effective investment election.  The balance
of the Participant's loan Investment Fund shall be decreased by the
amount of principal payments and the loan Investment Fund shall be
terminated when the loan has been repaid in full.
12.5      Default
If a Participant fails to make or cause to be made, any payment
required under the terms of the loan within 90 days following the
date on which such payment shall become due or there is an
outstanding principal balance existing on a loan after the last
scheduled repayment date, the Administrator may direct the Trustee
to declare the loan to be in default, and the entire unpaid balance
of such loan, together with accrued interest, shall be immediately
due and payable.  In any such event, if such balance and interest
thereon is not then paid, the Trustee shall charge the Separate
Account of the borrower with the amount of such balance and
interest as of the earliest date a distribution may be made from
the Plan to the borrower without adversely affecting the tax
qualification of the Plan or of the cash or deferred arrangement.
12.6              Loans Granted Prior to October 19, 1989
Notwithstanding any other provision of this Article to the
contrary, any loan made under the provisions of the Plan as in
effect prior to October 19, 1989 shall remain outstanding until
repaid in accordance with its terms or the otherwise applicable
Plan provisions.
ARTICLE XIII
WITHDRAWALS
WHILE EMPLOYED
13.1     
Withdrawals of Rollover Contributions
A Participant who is employed by an Employer or a Related Company
and has attained age 59 1/2 or is determined by the Administrator
to have incurred a hardship as defined in Section 13.6 may elect in
writing, subject to the limitations and conditions prescribed in
Section 13.4 or 13.6, as appropriate, to make a cash withdrawal or
a withdrawal in the form of a qualified joint and survivor annuity
as provided in Article XVI from his Rollover Contributions Sub-
Account.
13.2      Withdrawals
of Employer Contributions
A Participant who is employed by an Employer or a Related Company
and has attained age 59 1/2 or is determined by the Administrator
to have incurred a hardship as defined in Section 13.6 may elect in
writing, subject to the limitations and conditions prescribed in
Section 13.4 or 13.6, as appropriate, to make a cash withdrawal or
a withdrawal in the form of a qualified joint and survivor annuity
as provided in Article XVI from his vested interest in his Employer
Contributions Sub-Account; provided, however, that a Participant
may not withdraw amounts attributable to profit-sharing
contributions prior to age 59 1/2.
13.3     
Withdrawals of Tax-Deferred Contributions
A Participant who is employed by an Employer or a Related Company
and who has attained age 59 1/2 or is determined by the
Administrator to have incurred a hardship as defined in Section
13.6 may elect in writing, subject to the limitations and
conditions prescribed in Section 13.4 or 13.6, as appropriate, to
make a cash withdrawal or a withdrawal in the form of a qualified
joint and survivor annuity as provided in Article XVI from his
Tax-Deferred Contributions Sub-Account.  The maximum amount that a
Participant may withdraw pursuant to this Section because of a
hardship is the balance of his Tax-Deferred Contributions
Sub-Account, exclusive of any earnings credited to such Sub-Account
as of a date that is after the last day of the last Plan Year
ending before July 1, 1989.
13.4      Limitations
on Withdrawals Other than Hardship Withdrawals
Withdrawals made pursuant to this Article, other than hardship
withdrawals, shall be subject to the following conditions and
limitations:
A Participant must file a written withdrawal application
             with the Administrator such number of days prior to the date
             as of which it is to be effective as the Administrator shall
             prescribe.
Withdrawals may be made effective as soon as reasonably
             practicable following the Administrator's receipt of the
             Participant's directions.
A Participant's spouse must consent in writing to any withdrawal
hereunder.
13.5      Order of
Withdrawal from a Participant's Sub-Accounts
Distribution of a withdrawal amount shall be made from a
Participant's Sub-Accounts, to the extent necessary, in the
following order:
The balance of the Participant's Rollover Contributions
             Sub-Account, if any, shall be distributed.
The balance of the Participant's Employer Contributions
             Sub-Account, exclusive of amounts attributable to Employer
             Contributions credited to such Sub-Account solely on account
             of Tax-Deferred Contributions made on his behalf shall be
             distributed, but if the distribution is because of hardship,
             only to the extent permitted under Section 13.2.
The balance of the Participant's Employer Contributions
             Sub-Account attributable to Employer Contributions credited
             to such Sub-Account solely on account of Tax-Deferred
             Contributions made by him, if any, shall be distributed.
The balance of the Participant's Tax-Deferred Contributions
             Sub-Account shall be distributed, but if the distribution is
             because of hardship, only to the extent permitted under
             Section 13.3.
If the Sub-Account from which a Participant is receiving a
withdrawal is invested in more than one Investment Fund, the
withdrawal shall be charged against the Investment Funds as
directed by the Administrator.
13.6     
Conditions and Limitations on Hardship Withdrawals
A Participant must file a written application for a hardship
withdrawal with the Administrator such number of days prior to the
date as of which it is to be effective as the Administrator may
prescribe.  Hardship withdrawals may be made effective as soon as
reasonably practicable following the Administrator's receipt of the
Participant's directions.  A Participant's spouse must consent to
any withdrawal hereunder.  The Administrator shall grant a hardship
withdrawal only if it determines that the withdrawal is necessary
to meet an immediate and heavy financial need of the Participant.
An immediate and heavy financial need of the Participant means a
financial need on account of:
(a)
expenses previously incurred by or necessary to obtain for the Participant, the
Participant's spouse, or any dependent of the Participant (as defined in
Section 152 of the Code) medical care described in Section 213(d) of the Code;
(b)
costs directly related to the purchase (excluding mortgage
             payments) of a principal residence for the Participant;
(c)
payment of tuition, related educational fees, and room and board expenses for
the next 12 months of post-secondary education for the Participant, the
Participant's spouse, or any dependent of the Participant; or
(d)
the need to prevent the eviction of the Participant from his
             principal residence or foreclosure on the mortgage of the
             Participant's principal residence.
A withdrawal shall be deemed to be necessary to satisfy an
immediate and heavy financial need of a Participant only if all of
the following requirements are satisfied:
The withdrawal is not in excess of the amount of the
             immediate and heavy financial need of the Participant.
The Participant has obtained all distributions, other than
             hardship distributions, and all non-taxable loans currently
             available under all plans maintained by an Employer or any
             Related Company.
The Participant's Tax-Deferred Contributions and the
             Participant's elective tax-deferred contributions and
             employee after-tax contributions under all other
             tax-qualified plans maintained by an Employer or any Related
             Company shall be suspended for at least twelve months after
             his receipt of the withdrawal.
The Participant shall not make Tax-Deferred Contributions or
             elective tax-deferred contributions under any other
             tax-qualified plan maintained by an Employer or any Related
             Company for the Participant's taxable year immediately
             following the taxable year of the withdrawal in excess of
             the applicable limit under Section 402(g) of the Code for
             such next taxable year less the amount of the Participant's
             Tax-Deferred Contributions and elective tax-deferred
             contributions under any other plan maintained by an Employer
             or any Related Company for the taxable year of the
             withdrawal.
The minimum hardship withdrawal that a Participant may make is
$1,000.  The amount of a hardship withdrawal may include any
amounts necessary to pay any Federal, state or local income taxes
or penalties reasonably anticipated to result from the
distribution.  A Participant shall not fail to be treated as an
Eligible Employee for purposes of applying the limitations
contained in Article VII of the Plan merely because his Tax-
Deferred Contributions are suspended in accordance with this
Section.
ARTICLE XIV
TERMINATION
OF EMPLOYMENT AND SETTLEMENT DATE
14.1     
Termination of Employment and Settlement Date
A Participant's Settlement Date shall occur on the date he
terminates employment with an Employer and all Related Companies
because of death, disability, retirement, or other termination of
employment.  Written notice of a Participant's Settlement Date
shall be given by the Administrator to the Trustee.
ARTICLE XV
DISTRIBUTIONS
15.1      Distributions
to Participants
A Participant whose Settlement Date occurs shall receive
distribution of the value of his vested interest in his Separate
Account in the form provided under Article XVI beginning as soon as
reasonably practicable following his Settlement Date or the date
his application for distribution is filed with the Administrator,
if later.  In addition, a Participant who continues in employment
with an Employer or a Related Company after his Normal Retirement
Date may elect to receive distribution of all or any portion of his
Separate Account in the form provided under Article XVI at any time
following his Normal Retirement Date.
15.2     
Distributions to Beneficiaries
If a Participant dies prior to the date distribution of his vested
interest in his Separate Account begins under this Article, his
Beneficiary shall receive distribution of the Participant's vested
interest in his Separate Account in the form provided under Article
XVI beginning as soon as reasonably practicable following the date
the Beneficiary's application for distribution is filed with the
Administrator.  Unless distribution is to be made over the life or
over a period certain not greater than the life expectancy of the
Beneficiary, distribution of the Participant's entire vested
interest shall be made to the Beneficiary no later than the end of
the fifth calendar year beginning after the Participant's death.
If distribution is to be made over the life or over a period
certain no greater than the life expectancy of the Beneficiary,
distribution shall commence no later than:
(a)
If the Beneficiary is not the Participant's spouse, the end
             of the first calendar year beginning after the Participant's
             death; or
(b)
If the Beneficiary is the Participant's spouse, the later of (i) the end of
the first calendar year beginning after the Participant's death or (ii) the
end of the calendar year in which the Participant would have attained age
70 1/2.
If distribution is to be made to a Participant's spouse, it shall
be made available within a reasonable period of time after the
Participant's death that is no less favorable than the period of
time applicable to other distributions.  If a Participant dies
after the date distribution of his vested interest in  his Separate
Account begins under this Article, but before his entire vested
interest in his Separate Account is distributed, his Beneficiary
shall receive distribution of the remainder of the Participant's
vested interest in his Separate Account beginning as soon as
reasonably practicable following the Participant's date of death in
a form that provides for distribution at least as rapidly as under
the form in which the Participant was receiving distribution.
15.3      Cash Outs
and Participant Consent
Notwithstanding any other provision of the Plan to the contrary, if
a Participant's vested interest in his Separate Account does not
exceed $3,500, distribution of such vested interest shall be made
to the Participant in a single sum payment as soon as reasonably
practicable following his Settlement Date.  If a Participant's
vested interest in his Separate Account exceeds $3,500,
distribution shall not commence to such Participant prior to his
Normal Retirement Date without the Participant's written consent
and the written consent of his spouse if payment is not made
through the purchase of a qualified joint and survivor annuity.  If
a Participant made a withdrawal in accordance with the provisions
of Article XIII or was in default on a loan for which a portion of
his Separate Account was pledged as security as provided in
Article XII and his vested interest in his Separate Account on the
date immediately preceding the withdrawal or default exceeded
$3,500, then for purposes of this Section, his vested interest in
his Separate Account shall be deemed to exceed $3,500.
15.4      Required
Commencement of Distribution
Notwithstanding any other provision of the Plan to the contrary,
distribution of a Participant's vested interest in his Separate
Account shall commence to the Participant no later than the earlier
of:
(a)
60 days after the close of the Plan Year in which (i) the Participant's
Normal Retirement Date occurs, (ii) the 10th anniversary of the year in which he
commenced participation in the Plan occurs, or (iii) his Settlement Date occurs,
whichever is latest; or
(b)
the April 1 following the close of the calendar year in which he attains age 70
1/2, whether or not his Settlement Date has occurred, except that if a
Participant attained age 70 1/2 prior to January 1, 1988, and was not a
five-percent owner (as defined in Section 416 of the Code) at any time during
the five-Plan-Year period ending within the calendar year in which he attained
age 70 1/2, distribution of such Participant's vested interest in his
Separate Account shall commence no later than the April 1 following the close of
the calendar year in which he attains age 70 1/2 or retires, whichever
is later.
Distributions required to commence under this Section shall be made
in the form provided under Article XVI and in accordance with
Section 401(a)(9) of the Code and regulations issued thereunder,
including the minimum distribution incidental benefit requirements.
15.5     
Reemployment of a Participant
If a Participant whose Settlement Date has occurred is reemployed
by an Employer or a Related Company, he shall lose his right to any
distribution or further distributions from the Trust arising from
his prior Settlement Date and his interest in the Trust shall
thereafter be treated in the same manner as that of any other
Participant whose Settlement Date has not occurred.
15.6      Restrictions
on Alienation
Except as provided in Section 401(a)(13) of the Code relating to
qualified domestic relations orders and Section 1.401(a)-13(b)(2)
of Treasury regulations relating to Federal tax levies and
judgments, no benefit under the Plan at any time shall be subject
in any manner to anticipation, alienation, assignment (either at
law or in equity), encumbrance, garnishment, levy, execution, or
other legal or equitable process; and no person shall have power in
any manner to anticipate, transfer, assign (either at law or in
equity), alienate or subject to attachment, garnishment, levy,
execution, or other legal or equitable process, or in any way
encumber his benefits under the Plan, or any part thereof, and any
attempt to do so shall be void.
15.7      Facility
of Payment
If the Administrator finds that any individual to whom an amount is
payable hereunder is incapable of attending to his financial
affairs because of any mental or physical condition, including the
infirmities of advanced age, such amount (unless prior claim
therefor shall have been made by a duly qualified guardian or other
legal representative) may, in the discretion of the Administrator,
be paid to another person for the use or benefit of the individual
found incapable of attending to his financial affairs or in
satisfaction of legal obligations incurred by or on behalf of such
individual.  The Trustee shall make such payment only upon receipt
of written instructions to such effect from the Administrator.  Any
such payment shall be charged to the Separate Account from which
any such payment would otherwise have been paid to the individual
found incapable of attending to his financial affairs and shall be
a complete discharge of any liability therefor under the Plan.
15.8      Inability
to Locate Payee
If any benefit becomes payable to any person, or to the executor or
administrator of any deceased person, and if that person or his
executor or administrator does not present himself to the
Administrator within five years after the Administrator mails
written notice of his eligibility to receive a distribution
hereunder to his last known address, that benefit will be
forfeited.  However, if the payee later files a claim for that
benefit, the benefit will be restored.
15.9     
Distribution Pursuant to Qualified Domestic Relations Orders
Notwithstanding any other provision of the Plan to the contrary, if
a qualified domestic relations order so provides, distribution may
be made to an alternate payee pursuant to a qualified domestic
relations order, as defined in Section 414(p) of the Code,
regardless of whether the Participant's Settlement Date has
occurred or whether the Participant is otherwise entitled to
receive a distribution under the Plan.
ARTICLE XVI
FORM OF
PAYMENT
16.1     
Definitions
For purposes of this Article, the following terms have the
following meanings:
(a)
A Participant's "annuity starting date" means the first day of
the first period for which an amount is paid as an annuity or any other form.
(b)
The "automatic annuity form" means the form of annuity that will be
purchased on a Participant's behalf as provided in Section 16.5 unless the
Participant elects another form of annuity as provided in Section 16.5.
(c)
A "qualified election" means an election that is made during the
qualified election period. A qualified election of a form of payment other than
a qualified joint and survivor annuity or designating a Beneficiary other than
the Participant's spouse to receive amounts otherwise payable as a
qualified preretirement survivor annuity must include the written consent of the
Participant's spouse, if any. A Participant's spouse will be deemed to
have given written consent to the Participant's election if the Participant
establishes to the satisfaction of a Plan representative that spousal consent
cannot be obtained because the spouse cannot be located or because of other
circumstances set forth in Section 401(a)(11) of the Code and regulations issued
thereunder. The spouse's written consent must acknowledge the effect of the
Participant's election and must be witnessed by a Plan representative or a
notary public. The spouse's written consent may be a general consent that
permits the Participant to change the form of payment selected or the designated
Beneficiary without the spouse's further consent. Any written consent given
or deemed to have been given by a Participant's spouse hereunder shall be
irrevocable and shall be effective only with respect to such spouse and not with
respect to any subsequent spouse.
(d)
The "qualified election period" with respect to the automatic annuity
form means the 90 day period ending on a Participant's annuity starting
date. The "qualified election period" with respect to a qualified
preretirement survivor annuity means the period beginning on the first day of
the Plan Year in which the Participant attains age 35 or, if he terminates
employment prior to such date, the day he terminates employment with his
Employer and all Related
             Companies.  A Participant whose employment has not
             terminated may make a qualified election designating a
             Beneficiary other than his spouse prior to the Plan Year in
             which he attains age 35; provided, however, that such
             election shall cease to be effective as of the first day of
             the Plan Year in which the Participant attains age 35.
(e)
A "qualified joint and survivor annuity" means an immediate annuity
payable at earliest retirement age under the Plan, as defined in regulations
issued under Section 401(a)(11) of the Code, for the life of a Participant with
a survivor annuity payable for the life of the Participant's spouse that is
equal to at least 50 percent of the amount of the annuity payable during the
joint lives of the Participant and his spouse, provided that the survivor
annuity shall not be payable to a Participant's spouse if such spouse is
not the same spouse to whom the Participant was married on his annuity starting
date.
(f)
A "qualified preretirement survivor annuity" means an annuity payable
to the surviving spouse of a Participant in accordance with the provisions of
Section 16.6.
(g)
A "single life annuity" means an annuity payable for the
             life of the Participant.
16.2      Normal
Form of Payment
Unless a Participant, or his Beneficiary, if the Participant has
died, elects an optional form of payment provided in Section 16.3,
distribution shall be made to the Participant, or his Beneficiary,
as the case may be, through the purchase of a single premium,
nontransferable annuity contract for such term and in such form as
the Participant, or his Beneficiary, if the Participant has died,
shall select, subject to the provisions of Section 16.5; provided,
however, that a Participant's Beneficiary may not elect to receive
distribution of an annuity payable over the joint lives of the
Beneficiary and any other individual.  The terms of any annuity
contract purchased hereunder and distributed to a Participant or
his Beneficiary shall comply with the requirements of the Plan.
16.3      Optional
Forms of Payment
Subject to the provisions of Section 16.5, a Participant, or his
Beneficiary, as the case may be, may elect to receive distribution
in one of the following optional forms of payment:
(a)
Single Sum Payment.
(b)
Installment Payments - Distribution shall be made in a
             series of installments over a period not exceeding the life
             expectancy of the Participant, or the Participant's
             Beneficiary, if the Participant has died, or a period not
             exceeding the joint life and last survivor expectancy of the
             Participant and his Beneficiary.  Each installment shall be
             equal in amount except as necessary to adjust for any
             changes in the value of the Participant's Separate Account.
             The determination of life expectancies shall be made on the
             basis of the expected return multiples in Tables V and VI of
             Section 1.72-9 of the Treasury regulations and shall be
             calculated either once at the time installment payments
             begin or annually for the Participant and/or his
             Beneficiary, if his Beneficiary is his spouse, as determined
             by the Participant at the time installment payments begin.
Distribution shall be made in cash or in kind, as elected by the
Participant.
16.4      Change of
Election
Subject to the provisions of Section 16.5, a Participant or
Beneficiary who has elected an optional form of payment under
Section 16.3 or elected an annuity form of payment may revoke or
change his election at any time prior to his annuity starting date
by filing with the Administrator a written election in the form
prescribed by the Administrator.
16.5      Form of
Annuity Requirements
Distribution shall be made to a Participant through the purchase of
an annuity contract that provides for payment in one of the
following automatic annuity forms, unless the Participant elects a
different type of annuity or elects an optional form of payment
under Section 16.3.
(a)
The automatic annuity form for a Participant who is married on his annuity
starting date is the 50 percent qualified joint and survivor annuity.
(b)
The automatic annuity form for a Participant who is not
             married on his annuity starting date is the single life
             annuity.
A Participant's election of an annuity other than the automatic
annuity form or of the optional form of payment shall not be
effective unless it is a qualified election; provided, however,
that spousal consent shall not be required if the form of payment
elected by the Participant is a qualified joint and survivor
annuity.  A Participant who has elected an optional form of payment
can change his election only pursuant to a qualified election.
16.6      Qualified
Preretirement Survivor Annuity Requirements
If a married Participant dies before his annuity starting date, his
spouse shall receive distribution of the value of the Participant's
vested interest in his Separate Account through the purchase of an
annuity contract that provides for payment over the life of the
Participant's spouse.  A Participant's spouse may elect to receive
distribution under any one of the other forms of payment available
under this Article instead of in the qualified preretirement
survivor annuity form.  A Participant can only designate a
non-spouse Beneficiary to receive distribution of that portion of
his Separate Account otherwise payable as a qualified preretirement
survivor annuity pursuant to a qualified election.
16.7      Direct
Rollover
Notwithstanding any other provision of the Plan to the contrary, in
lieu of receiving distribution in the form of payment provided
under this Article, a "qualified distributee" may elect in writing,
in accordance with rules prescribed by the Administrator, to have
any portion or all of a distribution made on or after January 1,
1993, that is an "eligible rollover distribution" paid directly by
the Plan to the "eligible retirement plan" designated by the
"qualified distributee"; provided, however, that this provision
shall not apply if the total distribution is less than $200 and
that a "qualified distributee" may not elect this provision with
respect to a portion of a distribution that is less than $500.  Any
such payment by the Plan to another "eligible retirement plan"
shall be a direct rollover and shall be made only after all
applicable consent requirements are satisfied.  For purposes of
this Section, the following terms have the following meanings:
(a)
An "eligible retirement plan" means an individual retirement account
described in Section 408(a) of the Code, an individual retirement annuity
described in Section 408(b) of the Code, an annuity plan described in Section
403(a) of the Code, or a qualified trust described in Section 401(a) of the Code
that accepts rollovers; provided, however, that, in the case of a direct
rollover by a surviving spouse, an eligible retirement plan does not include a
qualified trust described in Section 401(a) of the Code.
(b)
An "eligible rollover distribution" means any distribution of all or
any portion of the balance of a Participant's Separate Account; provided,
however, that an eligible rollover distribution does not include: any
distribution that is one of a series of substantially equal periodic payments
made not less frequently than annually for the life or life expectancy of the
qualified distributee or the joint lives or joint life expectancies of the
qualified distributee and the qualified distributee's designated
beneficiary, or for a specified period of ten years or more;
             and any distribution to the extent such distribution is
             required under Section 401(a)(9) of the Code.
(c)
A "qualified distributee" means a Participant, his surviving spouse,
or his spouse or former spouse who is an alternate payee under a qualified
domestic relations order, as defined in Section 414(p) of the Code.
16.8      Notice
Regarding Forms of Payment
The Administrator shall provide each Participant with a written
explanation of his right to defer distribution until his Normal
Retirement Date, his right to make a direct rollover, and (i) the
terms and conditions of the automatic annuity form and the other
forms of payment available under the Plan, (ii) the Participant's
right to choose a form of payment other than the automatic annuity
form or to revoke such choice, and (iii) the rights of the
Participant's spouse.  The Administrator shall provide such
explanation within the 60 day period ending 30 days before the
Participant's annuity starting date.
In addition, the Administrator shall provide such a Participant
with a written explanation of (i) the terms and conditions of the
qualified preretirement survivor annuity, (ii) the Participant's
right to designate a non-spouse Beneficiary to receive distribution
of that portion of his Separate Account otherwise payable as a
qualified preretirement survivor annuity or to revoke such
designation, and (iii) the rights of the Participant's spouse.  The
Administrator shall provide such explanation within one of the
following periods, whichever ends last:
(a)
the period beginning with the first day of the Plan Year in which the
Participant attains age 32 and ending on the last day of the Plan Year preceding
the Plan Year in which the Participant attains age 35; or
(b)
the period beginning 12 calendar months before the date an individual becomes a
Participant and ending 12 calendar months after such date;
provided, however, that in the case of a Participant who separates
from service prior to attaining age 35, the explanation shall be
provided to such Participant within the period beginning 12
calendar months before the Participant's separation from service
and ending 12 calendar months after his separation from service.
16.9     
Reemployment
If a Participant is reemployed by an Employer or a Related Company
prior to receiving distribution of the entire balance of his vested
interest in his Separate Account, his prior election of a form of
payment hereunder shall become ineffective.
ARTICLE XVII
BENEFICIARIES
17.1      Designation
of Beneficiary
A married Participant's Beneficiary shall be his spouse.  A married
Participant may designate a non-spouse Beneficiary, but only
pursuant to a qualified election as provided in Article XVI.
A Participant may designate a Beneficiary on the form prescribed by
the Administrator.  If no Beneficiary has been designated pursuant
to the provisions of this Section, or if no Beneficiary survives
the Participant and he has no surviving spouse, then the
Beneficiary under the Plan shall be the Participant's estate.  If
a Beneficiary dies after becoming entitled to receive a
distribution under the Plan but before distribution is made to him
in full, and if no other Beneficiary has been designated to receive
the balance of the distribution in that event, the estate of the
deceased Beneficiary shall be the Beneficiary as to the balance of
the distribution.
ARTICLE XVIII
ADMINISTRATION
18.1      Authority
of the Sponsor
The Sponsor, which shall be the administrator for purposes of ERISA
and the plan administrator for purposes of the Code, shall be
responsible for the administration of the Plan and, in addition to
the powers and authorities expressly conferred upon it in the Plan,
shall have all such powers and authorities as may be necessary to
carry out the provisions of the Plan, including the power and
authority to interpret and construe the provisions of the Plan, to
make benefit determinations, and to resolve any disputes which
arise under the Plan.  The Sponsor may employ such attorneys,
agents, and accountants as it may deem necessary or advisable to
assist in carrying out its duties hereunder.  The Sponsor and the
Trustee shall be "named fiduciaries" as that term is defined in
Section 402(a)(2) of ERISA.  The Sponsor may:
(a)
allocate any of the powers, authority, or responsibilities
             for the operation and administration of the Plan, which are
             retained by it or granted to it by this Article, to the
             Trustee; and
(b)
designate a person or persons other than the Sponsor to
             carry out any of such powers, authority, or
             responsibilities;
except that no power, authority, or responsibility of the Trustee
shall be subject to the provisions of paragraph (b) of this
Section, and except that no allocation or delegation by the Sponsor
of any of its powers, authority, or responsibilities to the Trustee
shall become effective unless such allocation or delegation shall
first be accepted by the Trustee in a writing signed by it and
delivered to the Sponsor.
18.2      Action of the
Sponsor
Any act authorized, permitted, or required to be taken under the
Plan by the Sponsor and which has not been delegated in accordance
with Section 18.1, may be taken by a majority of the members of the
board of directors of the Sponsor, either by vote at a meeting, or
in writing without a meeting, or by the employee or employees of
the Sponsor designated by the board of directors to carry out such
acts on behalf of the Sponsor.  All notices, advice, directions,
certifications, approvals, and instructions required or authorized
to be given by the Sponsor as under the Plan shall be in writing
and signed by either (i) a majority of the members of the board of
directors of the Sponsor or by such member or members as may be
designated by an instrument in writing, signed by all the members
thereof, as having authority to execute such documents on its
behalf, or (ii) the employee or employees authorized to act for the
Sponsor in accordance with the provisions of this Section.
18.3      Claims
Review Procedure
Whenever a claim for benefits under the Plan filed by any person
(herein referred to as the "Claimant") is denied, whether in whole
or in part, the Sponsor shall transmit a written notice of such
decision to the Claimant within 90 days of the date the claim was
filed or, if special circumstances require an extension, within 180
days of such date, which notice shall be written in a manner
calculated to be understood by the Claimant and shall contain a
statement of (i) the specific reasons for the denial of the claim,
(ii) specific reference to pertinent Plan provisions on which the
denial is based, and (iii) a description of any additional material
or information necessary for the Claimant to perfect the claim and
an explanation of why such information is necessary.  The notice
shall also include a statement advising the Claimant that, within
60 days of the date on which he receives such notice, he may obtain
review of such decision in accordance with the procedures
hereinafter set forth.  Within such 60-day period, the Claimant or
his authorized representative may request that the claim denial be
reviewed by filing with the Sponsor a written request therefor,
which request shall contain the following information:
(a)
the date on which the Claimant's request was filed with the Sponsor;
provided, however, that the date on which the Claimant's request for review
was in fact filed with the Sponsor shall control in the event that the date of
the actual filing is later than the date stated by the Claimant pursuant to this
paragraph;
(b)
the specific portions of the denial of his claim which the
             Claimant requests the Sponsor to review;
(c)
a statement by the Claimant setting forth the basis upon which he believes the
Sponsor should reverse the previous denial of his claim for benefits and accept
his claim as made; and
(d)
any written material (offered as exhibits) which the Claimant desires the
Sponsor to examine in its consideration of his position as stated pursuant to
paragraph (c) of this Section.
Within 60 days of the date determined pursuant to paragraph (a) of
this Section or, if special circumstances require an extension,
within 120 days of such date, the Sponsor shall conduct a full and
fair review of the decision denying the Claimant's claim for
benefits and shall render its written decision on review to the
Claimant.  The Sponsor's decision on review shall be written in a
manner calculated to be understood by the Claimant and shall
specify the reasons and Plan provisions upon which the Sponsor's
decision was based.
18.4      Qualified
Domestic Relations Orders
The Sponsor shall establish reasonable procedures to determine the
status of domestic relations orders and to administer distributions
under domestic relations orders which are deemed to be qualified
orders.  Such procedures shall be in writing and shall comply with
the provisions of Section 414(p) of the Code and regulations issued
thereunder.
18.5     
Indemnification
In addition to whatever rights of indemnification the Trustee or
the members of the board of directors of the Sponsor or any
employee or employees of the Sponsor to whom any power, authority,
or responsibility is delegated pursuant to Section 18.2, may be
entitled under the articles of incorporation or regulations of the
Sponsor, under any provision of law, or under any other agreement,
the Sponsor shall satisfy any liability actually and reasonably
incurred by any such person or persons, including expenses,
attorneys' fees, judgments, fines, and amounts paid in settlement
(other than amounts paid in settlement not approved by the
Sponsor), in connection with any threatened, pending or completed
action, suit, or proceeding which is related to the exercising or
failure to exercise by such person or persons of any of the powers,
authority, responsibilities, or discretion as provided under the
Plan, or reasonably believed by such person or persons to be
provided hereunder, and any action taken by such person or persons
in connection therewith, unless the same is judicially determined
to be the result of such person's or persons' gross negligence or
willful misconduct.
18.6      Actions
Binding
Subject to the provisions of Section 18.3, any action taken by the
Sponsor which is authorized, permitted, or required under the Plan
shall be final and binding upon the Employers, the Trustee, all
persons who have or who claim an interest under the Plan, and all
third parties dealing with the Employers or the Trustee.
ARTICLE XIX
AMENDMENT
AND TERMINATION
19.1      Amendment
Subject to the provisions of Section 19.2, the Sponsor may at any
time and from time to time, by action of its board of directors, or
such officers of the Sponsor as are authorized by its board of
directors, amend the Plan, either prospectively or retroactively.
Any such amendment shall be by written instrument executed by the
Sponsor.
19.2     
Limitation on Amendment
The Sponsor shall make no amendment to the Plan which shall
decrease the accrued benefit of any Participant or Beneficiary,
except that nothing contained herein shall restrict the right to
amend the provisions of the Plan relating to the administration of
the Plan and Trust.  Moreover, no such amendment shall be made
hereunder which shall permit any part of the Trust to revert to an
Employer or any Related Company or be used or be diverted to
purposes other than the exclusive benefit of Participants and
Beneficiaries.
19.3      Termination
The Sponsor reserves the right, by action of its board of
directors, to terminate the Plan as to all Employers at any time
(the effective date of such termination being hereinafter referred
to as the "termination date").  Upon any such termination of the
Plan, the following actions shall be taken for the benefit of
Participants and Beneficiaries:
(a)
As of the termination date, each Investment Fund shall be valued and all
Separate Accounts and Sub-Accounts shall be adjusted in the manner provided in
Article XI, with any unallocated contributions or forfeitures being allocated as
of the termination date in the manner otherwise provided in the Plan. The
termination date shall become a Valuation Date for purposes of Article XI. In
determining the net worth of the Trust, there shall be included as a liability
such amounts as shall be necessary to pay all expenses in connection with the
termination of the Trust and the liquidation and distribution of the property of
the Trust, as well as other expenses, whether or not accrued, and shall include
as an asset all accrued income.
(b)
All Separate Accounts shall then be disposed of to or for the benefit of each
Participant or Beneficiary in accordance with the provisions of Article XV as if
the termination date were his Settlement Date; provided, however, that
             notwithstanding the provisions of Article XV, if the Plan
             does not offer an annuity option and if neither his Employer
             nor a Related Company establishes or maintains another
             defined contribution plan (other than an employee stock
             ownership plan as defined in Section 4975(e)(7) of the
             Code), the Participant's written consent to the commencement
             of distribution shall not be required regardless of the
             value of the vested portions of his Separate Account.
(c)
Notwithstanding the provisions of paragraph (b) of this Section, no distribution
shall be made to a Participant of any portion of the balance of his Tax-Deferred
Contributions Sub-Account prior to his separation from service (other than a
distribution made in accordance with Article XIII or required in accordance
with Section 401(a)(9) of the Code) unless (i) neither his Employer nor a
Related Company establishes or maintains another defined contribution plan
(other than an employee stock ownership plan as defined in Section 4975(e)(7) of
the Code, a tax credit employee stock ownership plan as defined in Section 409
of the Code, or a simplified employee pension as defined in Section 408(k) of
the Code) either at the time the plan is terminated or at any time during the
period ending 12 months after distribution of all assets from the Plan;
provided, however, that this provision shall not apply if fewer than two percent
of the Eligible Employees under the Plan were eligible to participate at any
time in such other defined contribution plan during the 24-month period
beginning 12 months before the Plan termination, and (ii) the distribution the
Participant receives is a "lump sum distribution" as defined in
Section 402(e)(4) of the Code, without regard to clauses (i), (ii), (iii), and
(iv) of sub-paragraph (A), sub-paragraph (B), or sub-paragraph (H) thereof.
Notwithstanding anything to the contrary contained in the Plan,
upon any such Plan termination, the vested interest of each
Participant and Beneficiary in his Employer Contributions
Sub-Account shall be 100 percent; and, if there is a partial
termination of the Plan, the vested interest of each Participant
and Beneficiary who is affected by the partial termination in his
Employer Contributions Sub-Account shall be 100 percent.  For
purposes of the preceding sentence only, the Plan shall be deemed
to terminate automatically if there shall be a complete
discontinuance of contributions hereunder by all Employers.
19.4     
Reorganization
The merger, consolidation, or liquidation of any Employer with or
into any other Employer or a Related Company shall not constitute
a termination of the Plan as to such Employer.  If an Employer
disposes of substantially all of the assets used by the Employer in
a trade or business or disposes of a subsidiary and in connection
therewith one or more Participants terminates employment but
continues in employment with the purchaser of the assets or with
such subsidiary, no distribution from the Plan shall be made to any
such Participant prior to his separation from service (other than
a distribution made in accordance with Article XIII or required in
accordance with Section 401(a)(9) of the Code), except that a
distribution shall be permitted to be made in such a case, subject
to the Participant's consent (to the extent required by law), if
(i) the distribution would constitute a "lump sum distribution" as
defined in section 402(e)(4) of the Code, without regard to clauses
(i), (ii), (iii), or (iv) of sub-paragraph (A), sub-paragraph (B),
or sub-paragraph (H) thereof, (ii) the Employer continues to
maintain the Plan after the disposition, (iii) the purchaser does
not maintain the Plan after the disposition, and (iv) the
distribution is made by the end of the second calendar year after
the calendar year in which the disposition occurred.
19.5      Withdrawal
of an Employer
An Employer other than the Sponsor may withdraw from the Plan at
any time upon notice in writing to the Administrator (the effective
date of such withdrawal being hereinafter referred to as the
"withdrawal date"), and shall thereupon cease to be an Employer for
all purposes of the Plan.  An Employer shall be deemed
automatically to withdraw from the Plan in the event of its
complete discontinuance of contributions, or, subject to Section
19.4 and unless the Sponsor otherwise directs, it ceases to be a
Related Company of the Sponsor or any other Employer.  Upon the
withdrawal of an Employer, the withdrawing Employer shall determine
whether a partial termination has occurred with respect to its
Employees.  In the event that the withdrawing Employer determines
a partial termination has occurred, the action specified in Section
19.3 shall be taken as of the withdrawal date, as on a termination
of the Plan, but with respect only to Participants who are employed
solely by the withdrawing Employer, and who, upon such withdrawal,
are neither transferred to nor continued in employment with any
other Employer or a Related Company.  The interest of any
Participant employed by the withdrawing Employer who is transferred
to or continues in employment with any other Employer or a Related
Company, and the interest of any Participant employed solely by an
Employer or a Related Company other than the withdrawing Employer,
shall remain unaffected by such withdrawal; no adjustment to his
Separate Accounts shall be made by reason of the withdrawal; and he
shall
continue as a Participant hereunder subject to the remaining
provisions of the Plan.
ARTICLE XX
ADOPTION BY
OTHER EMPLOYERS
20.1      Adoption by
Related Companies
A Related Company that is not an Employer may, with the consent of
the Sponsor, adopt the Plan and become an Employer hereunder by
causing an appropriate written instrument evidencing such adoption
to be executed in accordance with the requirements of its
organizational authority.  Any such instrument shall specify the
effective date of the adoption.
20.2      Effective
Plan Provisions
An Employer who adopts the Plan shall be bound by the provisions of
the Plan in effect at the time of the adoption and as subsequently
in effect because of any amendment to the Plan.
ARTICLE XXI
MISCELLANEOUS
PROVISIONS
21.1      No
Commitment as to Employment
Nothing contained herein shall be construed as a commitment or
agreement upon the part of any person to continue his employment
with an Employer or Related Company, or as a commitment on the part
of any Employer or Related Company to continue the employment,
compensation, or benefits of any person for any period.
21.2      Benefits
Nothing in the Plan nor the Trust Agreement shall be construed to
confer any right or claim upon any person, firm, or corporation
other than the Employers, the Trustee, Participants, and
Beneficiaries.
21.3      No Guarantees
The Employers, the Administrator, and the Trustee do not guarantee
the Trust from loss or depreciation, nor do they guarantee the
payment of any amount which may become due to any person hereunder.
21.4      Expenses
The expenses of administration of the Plan, including the expenses
of the Administrator and fees of the Trustee, shall be paid from
the Trust or by the Sponsor or another Employer as the Sponsor
shall direct.  Notwithstanding the foregoing, administrative
expenses that are allocable to the Separate Account of a specific
Participant shall be paid from that Separate Account or by the
Sponsor or another Employer as the Sponsor shall direct.
21.5      Precedent
Except as otherwise specifically provided, no action taken in
accordance with the Plan shall be construed or relied upon as a
precedent for similar action under similar circumstances.
21.6      Duty to
Furnish Information
The Employers, the Administrator, and the Trustee shall furnish to
any of the others any documents, reports, returns, statements, or
other information that the other reasonably deems necessary to
perform its duties hereunder or otherwise imposed by law.
21.7     
Withholding
The Trustee shall withhold any tax which by any present or future
law is required to be withheld, and which the Administrator
notifies the Trustee in writing is to be so withheld, from any
payment to any Participant or Beneficiary hereunder.
21.8      Merger,
Consolidation, or Transfer of Plan Assets
The Plan shall not be merged or consolidated with any other plan,
nor shall any of its assets or liabilities be transferred to
another plan, unless, immediately after such merger, consolidation,
or transfer of assets or liabilities, each Participant in the Plan
would receive a benefit under the Plan which is at least equal to
the benefit he would have received immediately prior to such
merger, consolidation, or transfer of assets or liabilities
(assuming in each instance that the Plan had then terminated).
21.9      Back Pay
Awards
The provisions of this Section shall apply only to an Employee or
former Employee who becomes entitled to back pay by an award or
agreement of an Employer without regard to mitigation of damages.
If a person to whom this Section applies was or would have become
an Eligible Employee after such back pay award or agreement has
been effected, and if any such person who had not previously
elected to make Tax-Deferred Contributions pursuant to Section 4.1
shall within 30 days of the date he receives notice of the
provisions of this Section make an election to make Tax-Deferred
Contributions in accordance with such Section 4.1 (retroactive to
any Enrollment Date as of which he was or has become eligible to do
so), then such Participant may elect that any Tax-Deferred
Contributions not previously made on his behalf but which, after
application of the foregoing provisions of this Section, would have
been made under the provisions of Article IV, shall be made out of
the proceeds of such back pay award or agreement.  In addition, if
any such Employee or former Employee would have been eligible to
participate in the allocation of Employer Contributions under the
provisions of Article VI for any prior Plan Year after such back
pay award or agreement has been effected, his Employer shall make
an Employer Contribution equal to the amount of the Employer
Contribution which would have been allocated to such Participant
under the provisions of Article VI as in effect during each such
Plan Year.  The amounts of such additional contributions shall be
credited to the Separate Account of such Participant.  Any
additional contributions made by such Participant and by an
Employer pursuant to this Section shall be made in accordance with,
and subject to the limitations of the applicable provisions of
Articles IV, VI, and VII.
21.10     
Condition on Employer Contributions
Notwithstanding anything to the contrary contained in the Plan or
the Trust Agreement, any contribution of an Employer hereunder is
conditioned upon the continued qualification of the Plan under
Section 401(a) of the Code, the exempt status of the Trust under
Section 501(a) of the Code, and the deductibility of the
contribution under Section 404 of the Code.  Except as otherwise
provided in this Section and Section 21.11, however, in no event
shall any portion of the property of the Trust ever revert to or
otherwise inure to the benefit of an Employer or any Related
Company.
21.11      Return
of Contributions to an Employer
Notwithstanding any other provision of the Plan or the Trust
Agreement to the contrary, in the event any contribution of an
Employer made hereunder:
(a)
is made under a mistake of fact, or
(b)
is disallowed as a deduction under Section 404 of the Code,
such contribution may be returned to the Employer within one year
after the payment of the contribution or the disallowance of the
deduction to the extent disallowed, whichever is applicable.  In
the event the Plan does not initially qualify under Section 401(a)
of the Code, any contribution of an Employer made hereunder may be
returned to the Employer within one year of the date of denial of
the initial qualification of the Plan, but only if an application
for determination was made within the period of time prescribed
under Section 403(c)(2)(B) of ERISA.
21.12      Validity
of Plan
The validity of the Plan shall be determined and the Plan shall be
construed and interpreted in accordance with the laws of the
Commonwealth of Massachusetts, except as preempted by applicable
Federal law.  The invalidity or illegality of any provision of the
Plan shall not affect the legality or validity of any other part
thereof.
21.13      Trust
Agreement
The Trust Agreement and the Trust maintained thereunder shall be
deemed to be a part of the Plan as if fully set forth herein and
the provisions of the Trust Agreement are hereby incorporated by
reference into the Plan.
21.14      Parties
Bound
The Plan shall be binding upon the Employers, all Participants and
Beneficiaries hereunder, and, as the case may be, the heirs,
executors, administrators, successors, and assigns of each of them.
21.15     
Application of Certain Plan Provisions
A Participant's Beneficiary, if the Participant has died, or
alternate payee under a qualified domestic relations order shall be
treated as a Participant for purposes of directing investments as
provided in Article X.  For purposes of the general administrative
provisions and limitations of the Plan, a Participant's Beneficiary
or alternate payee under a qualified domestic relations order shall
be treated as any other person entitled to receive benefits under
the Plan.  Upon any termination of the Plan, any such Beneficiary
or alternate payee under a qualified domestic relations order who
has an interest under the Plan at the time of such termination,
which does not cease by reason thereof, shall be deemed to be a
Participant for all purposes of the Plan.
21.16      Leased
Employees
Any leased employee, other than an excludable leased employee,
shall be treated as an employee of the Employer for which he
performs services for all purposes of the Plan with respect to the
provisions of Sections 401(a)(3), (4), (7), and (16), and 408(k),
410, 411, 415, and 416 of the Code; provided, however, that no
leased employee shall accrue a benefit hereunder based on service
as a leased employee except as otherwise specifically provided in
the Plan.  A "leased employee" means any person who performs
services for an Employer or a Related Company (the "recipient")
(other than an employee of the recipient) pursuant to an agreement
between the recipient and any other person (the "leasing
organization") on a substantially full-time basis for a period of
at least one year, provided that such services are of a type
historically performed, in the business field of the recipient, by
employees.  An "excludable leased employee" means any leased
employee of the recipient who is covered by a money purchase
pension plan maintained by the leasing organization which provides
for (i) a nonintegrated employer contribution on behalf of each
participant in the plan equal to at least ten percent of
compensation, (ii) full and immediate vesting, and (iii) immediate
participation by employees of the leasing organization (other than
employees who perform substantially all of their services for the
leasing organization or whose compensation from the leasing
organization in each plan year during the four-year period ending
with the plan year is less than $1,000); provided, however, that
leased employees do not constitute more than 20 percent of the
recipient's nonhighly compensated work force.  For purposes of this
Section, contributions or benefits provided to a leased employee by
the leasing organization that are attributable to services
performed for the recipient shall be treated as provided by the
recipient.
21.17     
Transferred Funds
If funds from another qualified plan are transferred or merged into
the Plan, such funds shall be held and administered in accordance
with any restrictions applicable to them under such other plan to
the extent required by law and shall be accounted for separately to
the extent necessary to accomplish the foregoing.
ARTICLE XXII
TOP-HEAVY
PROVISIONS
22.1     
Definitions
For purposes of this Article, the following terms have the
following meanings:
(a)
The "compensation" of an employee means compensation as defined in
Section 415 of the Code and regulations issued thereunder. In no event,
however, shall the compensation of a Participant taken into account under the
Plan for any Plan Year exceed (1) $200,000 for Plan Years beginning prior
to January 1, 1994, or (2) $150,000 for Plan Years beginning on or
after January 1, 1994 (subject to adjustment annually as provided in
Section 401(a)(17)(B) and Section 415(d) of the Code; provided, however,
that the dollar increase in effect on January 1 of any calendar year, if
any, is effective for Plan Years beginning in such calendar year). If the
compensation of a Participant is determined over a period of time that contains
fewer than 12 calendar months, then the annual compensation limitation described
above shall be adjusted with respect to that Participant by multiplying the
annual compensation limitation in effect for the Plan Year by a fraction the
numerator of which is the number of full months in the period and the
denominator of which is 12; provided, however, that no proration is required for
a Participant who is covered under the Plan for less than one full Plan Year if
the formula for allocations is based on Compensation for a period of at least 12
months. In determining the compensation, for purposes of applying the annual
compensation limitation described above, of a Participant who is a five-percent
owner or one of the ten Highly Compensated Employees receiving the greatest
compensation for the Plan Year, the compensation of the Participant's
spouse and of his lineal descendants who have not attained age 19 as of the
close of the Plan Year shall be included as compensation of the Participant for
the Plan Year. If as a result of applying the family aggregation rule described
in the preceding sentence the annual compensation limitation would be exceeded,
the limitation shall be prorated among the affected family members in proportion
to each member's compensation as determined prior to application of the
family aggregation rules.
(b)
The "determination date" with respect to any Plan Year means the last
day of the preceding Plan Year, except that the determination date with respect
to the first Plan Year of the Plan, shall mean the last day of such Plan Year.
(c)
A "key employee" means any Employee or former Employee who is a key
employee pursuant to the provisions of Section 416(i)(1) of the Code and
any Beneficiary of such Employee or former Employee.
(d)
A "non-key employee" means any Employee who is not a key
             employee.
(e)
A "permissive aggregation group" means those plans included in each
Employer's required aggregation group together with any other plan or plans
of the Employer, so long as the entire group of plans would continue to meet the
requirements of Sections 401(a)(4) and 410 of the Code.
(f)
A "required aggregation group" means the group of tax-qualified plans
maintained by an Employer or a Related Company consisting of each plan in which
a key employee participates and each other plan that enables a plan in which a
key employee participates to meet the requirements of Section 401(a)(4) or
Section 410 of the Code, including any plan that terminated within the
five-year period ending on the relevant determination date.
(g)
A "super top-heavy group" with respect to a particular Plan Year means
a required or permissive aggregation group that, as of the determination date,
would qualify as a top-heavy group under the definition in paragraph (i) of
this Section with "90 percent" substituted for "60 percent"
each place where "60 percent" appears in the definition.
(h)
A "super top-heavy plan" with respect to a particular Plan Year means
a plan that, as of the determination date, would qualify as a top-heavy plan
under the definition in paragraph (j) of this Section with "90
percent" substituted for "60 percent" each place where "60
percent" appears in the definition. A plan is also a "super top-heavy
plan" if it is part of a super top-heavy group.
(i)
A "top-heavy group" with respect to a particular Plan Year means a
required or permissive aggregation group if the sum, as of the determination
date, of the present value of the cumulative accrued benefits for key employees
under all defined benefit plans included in such group and the aggregate of the
account balances of key employees under all defined contribution plans included
in such group exceeds 60 percent of a similar sum determined for all employees
covered by the plans included in such group.
(j)
A "top-heavy plan" with respect to a particular Plan Year means (i),
in the case of a defined contribution plan (including any simplified employee
pension plan), a plan for which, as of the determination date, the aggregate of
the
             accounts (within the meaning of Section 416(g) of the Code
             and the regulations and rulings thereunder) of key employees
             exceeds 60 percent of the aggregate of the accounts of all
             participants under the plan, with the accounts valued as of
             the relevant valuation date and increased for any
             distribution of an account balance made in the five-year
             period ending on the determination date, (ii), in the case
             of a defined benefit plan, a plan for which, as of the
             determination date, the present value of the cumulative
             accrued benefits payable under the plan (within the meaning
             of Section 416(g) of the Code and the regulations and
             rulings thereunder) to key employees exceeds 60 percent of
             the present value of the cumulative accrued benefits under
             the plan for all employees, with the present value of
             accrued benefits to be determined under the accrual method
             uniformly used under all plans maintained by an Employer or,
             if no such method exists, under the slowest accrual method
             permitted under the fractional accrual rate of Section
             411(b)(1)(C) of the Code and including the present value of
             any part of any accrued benefits distributed in the five-
             year period ending on the determination date, and (iii) any
             plan (including any simplified employee pension plan)
             included in a required aggregation group that is a top-heavy
             group.  For purposes of this paragraph, the accounts and
             accrued benefits of any employee who has not performed
             services for an Employer or a Related Company during the
             five-year period ending on the determination date shall be
             disregarded.  For purposes of this paragraph, the present
             value of cumulative accrued benefits under a defined benefit
             plan for purposes of top-heavy determinations shall be
             calculated using the actuarial assumptions otherwise
             employed under such plan, except that the same actuarial
             assumptions shall be used for all plans within a required or
             permissive aggregation group.  A Participant's interest in
             the Plan attributable to any Rollover Contributions, except
             Rollover Contributions made from a plan maintained by an
             Employer or a Related Company, shall not be considered in
             determining whether the Plan is top-heavy.  Notwithstanding
             the foregoing, if a plan is included in a required or
             permissive aggregation group that is not a top-heavy group,
             such plan shall not be a top-heavy plan.
(k)
The "valuation date" with respect to any determination date means the
most recent Valuation Date occurring within the 12-month period ending on the
determination date.
22.2     
Applicability
Notwithstanding any other provision of the Plan to the contrary,
the provisions of this Article shall be applicable during any Plan
Year in which the Plan is determined to be a top-heavy plan as
hereinafter defined.
22.3      Minimum
Employer Contribution
If the Plan is determined to be a top-heavy plan, the Employer
Contributions allocated to the Separate Account of each non-key
employee who is an Eligible Employee and who is employed by an
Employer or a Related Company on the last day of such top-heavy
Plan Year shall be no less than the lesser of (i) three percent of
his compensation or (ii) the largest percentage of compensation
that is allocated as an Employer Contribution and/or Tax-Deferred
Contribution for such Plan Year to the Separate Account of any key
employee; except that, in the event the Plan is part of a required
aggregation group, and the Plan enables a defined benefit plan
included in such group to meet the requirements of Section
401(a)(4) or 410 of the Code, the minimum allocation of Employer
Contributions to each such non-key employee shall be three percent
of the compensation of such non-key employee.  Any minimum
allocation to a non-key employee required by this Section shall be
made without regard to any social security contribution made on
behalf of the non-key employee, his number of hours of service, his
level of compensation, or whether he declined to make elective or
mandatory contributions.  Notwithstanding the minimum top-heavy
allocation requirements of this Section, if the Plan is a top-heavy
plan, each non-key employee who is an Eligible Employee and who is
employed by an Employer or a Related Company on the last day of a
top-heavy Plan Year and who is also covered under any other top-
heavy plan or plans of an Employer will receive the top-heavy
benefits provided under such other plan in lieu of the minimum top-
heavy allocation under the Plan.
22.4         Adjustments to Section 415 Limitations
If the Plan is determined to be a top-heavy plan and an Employer
maintains a defined benefit plan covering some or all of the
Employees that are covered by the Plan, the defined benefit plan
fraction and the defined contribution plan fraction, described in
Article VII, shall be determined as provided in Section 415 of the
Code by substituting "1.0" for "1.25" each place where "1.25"
appears, except that such substitutions shall not be applied to the
Plan if (i) the Plan is not a super top-heavy plan, (ii) the
Employer Contribution for such top-heavy Plan Year for each non-key
employee who is to receive a minimum top-heavy benefit hereunder is
not less than four percent of such non-key employee's compensation,
and (iii) the minimum annual retirement benefit accrued by a
non-key employee who participates under one or more defined benefit
plans of an Employer or a Related Company for such top-heavy Plan
Year is not less than the lesser of three percent times years of
service with an Employer or a Related Company or thirty percent.
ARTICLE XXIII
EFFECTIVE
DATE
23.1      Effective
Date of Amendment and Restatement
This amendment and restatement is effective as of July 1, 1995.
*          *          *
EXECUTED AT Houston, Texas,
 this 6th day of June, 1995.
WAINOCO OIL & GAS COMPANY
By:      George E. Aldrich
Title:    Vice President
ADDENDUM
Re:  PLAN
LOANS
01. Loans
Restricted to Eligible Employees
No loans shall be made to an Employee who makes a Rollover
Contribution in accordance with Article IV, but who is not an
Eligible Employee as provided in Article III.
02. Minimum
Loan Amount
A Participant may not request a loan for less than $1,000.
03. Maximum Number
of Outstanding Loans
A Participant with an outstanding loan may not apply for another
loan until the existing loan is paid in full and may not refinance
an existing loan or attain a second loan for the purpose of paying
off the existing loan; provided, however, that a home loan that is
used for purchasing a primary residence shall not be considered in
applying this limitation.  A Participant may not apply for more
than one loan during the Plan Year.
The provisions of this Section shall not apply to any loans made
prior to the effective date of this amendment and restatement;
provided, however, that a Participant may not apply for a new loan
hereunder, except a home loan as described above, until all
outstanding loans made to the Participant prior to the effective
date of this amendment and restatement have been paid in full.
AMENDMENT TO THE
WAINOCO
RETIREMENT SAVINGS PLAN
WHEREAS, the Wainoco Oil & Gas Company (the "Sponsor") adopted the Wainoco
Retirement Savings Plan (the "Plan"), most recently amended and restated effective July 1, 1995;
and
WHEREAS, the Sponsor desires to amend the Plan;
NOW, THEREFORE, the Sponsor amends the Plan as follows effective June 1, 1996:
1.          Section 6.5 of the Plan shall be revised to add the following to the end thereof:
The
Sponsor shall make a matching contribution to the Plan for the calendar quarter
ending March 31, 1996 (the "1996 quarter") in an amount equal to the
percentage, determined by the Sponsor, in its discretion, for the 1996 quarter
made on behalf of its Employees during the 1996 quarter who are eligible to
participate in the allocation of matching contributions as determined under
Section 3.1 but who were terminated during the 1996 quarter in connection with
the corporate restructuring of the Sponsor. For purpose of this paragraph,
"eligible Tax-Deferred Contributions" with respect to an Employee mean
the Tax-Deferred Contributions made by or on his behalf for the 1996 quarter in
an amount up to, but not exceeding, the "match level". For purposes of
this paragraph, the "match level" means 6 percent of an
Employee's Compensation for the 1996 quarter.
2.          Section 6.6 of the Plan shall be revised to add the following to the end thereof:
The
matching contribution made by the Employer for the 1996 quarter on behalf of its
Employees during such quarter who are eligible to participate in the allocation
of matching contributions as determined under Section 3.1 but who were
terminated during the 1996 quarter in connection with the corporate
restructuring of the Sponsor shall be allocated among such Employees in an
amount equal to the percentage determined by the Sponsor of the "eligible
Tax-Deferred Contributions" made on his behalf for the 1996 quarter.
3.          Article X is amended and restated in its entirety to read as follows:
ARTICLE X
DEPOSIT AND INVESTMENT OF CONTRIBUTIONS
10.1          Future Contribution Investment Elections
Each Eligible Employee shall make an investment election in the manner and form prescribed by
                  the Administrator directing the manner in which his Rollover Contributions, Tax-Deferred
                  Contributions, and Employer Contributions shall be invested.  An Eligible Employee's investment
                  election shall specify the percentage, in the percentage increments prescribed by the
                  Administrator, of such contributions that shall be allocated to one or more of the Investment
                  Funds with the sum of such percentages equaling 100 percent.  The investment election by a
                  Participant shall remain in effect until his entire interest under the Plan is distributed or
                  forfeited in accordance with the provisions of the Plan or until he files a change of
                  investment election with the Administrator shall prescribe.  A Participant's change of
                  investment election may be made effective as of the date or dates prescribed by the
                  Administrator.
10.2          Deposit of Contributions
All Rollover Contributions, Tax-Deferred Contributions, and Employer Contributions shall be
                  deposited in the Trust and allocated among the Investment Funds in accordance with the
                  Participant's currently effective investment election.  If no investment election is on file
                  with the Administrator at the time contributions are to be deposited to a Participant's
                  Separate Account, the Participant shall be notified and an investment election form shall be
                  provided to him.  Until such Participant shall make an effective election under this Section,
                  his contributions shall be allocated among the Investment Funds as directed by the
                  Administrator.
10.3          Election to Transfer Between Funds
A Participant may elect to transfer investments of Rollover Contributions, Tax-Deferred
                  Contributions, and Employer Contributions from any Investment Fund to any other Investment
                  Fund.  The Participant's transfer election shall specify either (i) a percentage, in the
                  percentage increments prescribed by the Administrator, of the amount eligible for transfer,
                  which percentage may not exceed 100 percent, or (ii) a dollar amount that is to be
                  transferred.  Subject to any restrictions pertaining to a particular Investment Fund, a
                  Participant's transfer election may be made effective as of the date or dates prescribed by the
                  Administrator.
IN WITNESS WHEREOF, the Sponsor has executed this instrument this 1st day of June, 1996.
WAINOCO OIL & GAS COMPANY
By:      Julie H. Edwards
Title:   Vice President
AMENDMENT TO THE
WAINOCO RETIREMENT SAVINGS PLAN AND
THIRD AMENDMENT TO THE TRUST AGREEMENT
WHEREAS, Wainoco Oil & Gas Company, a wholly owned subsidiary of Frontier Oil
Corporation, (the "Sponsor") adopted the Wainoco Retirement Savings Plan, now known as
Frontier Retirement Savings Plan (the "Plan"), and the related Trust Agreement (the "Trust"),
most recently amended and restated effective May 1, 1998; and
WHEREAS, the Sponsor desires to amend the Plan and Trust;
NOW, THEREFORE, the Sponsor amends the Plan and Trust as follows, effective April
23, 1998:
1.
All references to "Wainoco Retirement Savings Plan" throughout the Plan and
                  Trust shall be replaced with "Frontier Retirement Savings Plan".
IN WITNESS WHEREOF, the Sponsor has executed this instrument this 30th day of
November 1998.
FIDELITY MANAGEMENT TRUST
COMPANY
By:            Bernadine C. Topazio
Title:      Authorized Signature
WAINOCO OIL & GAS COMPANY
By:            Julie H. Edwards
Title:      Senior Vice President - Finance
         & Chief Financial Officer
AMENDMENT TO THE
FRONTIER RETIREMENT SAVINGS PLAN AND
FOURTH AMENDMENT TO THE TRUST AGREEMENT
WHEREAS, Wainoco Oil & Gas Company, the Sponsor desires to amend the Frontier Retirement Savings Plan
(the "Plan") and Related Trust Agreement (the "Trust");
NOW, THEREFORE, the Sponsor amends the Plan and Trust as follows, effective February 28, 1999, to amend
Article 4.2 of the Plan to increase tax deferred contributions from 13 percent to 15 percent of compensation.
IN WITNESS WHEREOF, the Sponsor has executed this instrument as of this 24th day of March, 1999.
FIDELITY MANAGEMENT TRUST
COMPANY
By:
Title:
WAINOCO OIL & GAS COMPANY
By:            Julie H. Edwards
Title:      Senior Vice President - Finance &
 Chief Executive Officer
AMENDMENT TO THE
FRONTIER
RETIREMENT SAVINGS PLAN
WHEREAS, Wainoco Oil & Gas Company (the "Sponsor") adopted the Frontier
Retirement Savings Plan, formerly known as the Wainoco Retirement Savings Plan (the "Plan"),
most recently amended and restated effective July 1, 1995; and
WHEREAS, the Sponsor desires to amend the Plan;
NOW, THEREFORE, the Sponsor amends the Plan as follows, effective February 28,
1999:
1.
Section 4.2 of the Plan shall be revised and restated to read, in its entirety, as
                  follows:
The
amount of Tax-Deferred Contributions to be made to the Plan on behalf of an
Eligible Employee by his Employer shall be an integral percentage of his
Compensation of not less than one percent nor more than 15 percent. In the event
an Eligible Employee elects to have his Employer make Tax-Deferred Contributions
on his behalf, his compensation shall be reduced for each payroll period by the
percentage he elects to have contributed on his behalf to the Plan in accordance
with the terms of his currently effective reduction authorization.
IN WITNESS WHEREOF, the Sponsor has executed this instrument as of this 10th day of
September, 1999.
WAINOCO OIL & GAS COMPANY
By:           Julie H. Edwards
Title:      Senior Vice President - Finance & Chief
                                                              Executive Officer
AMENDMENT TO
FRONTIER
RETIREMENT SAVINGS PLAN
WHEREAS, Frontier Oil Corporation (the "Sponsor") adopted the Frontier Retirement
Savings Plan f/k/a the Wainoco Retirement Savings Plan (the "Plan"), most recently amended and
restated effective July 1, 1995, and
WHEREAS, the Sponsor desires to amend the Plan;
NOW, THEREFORE, the Sponsor amends the Plan as follows, effective November 17,
1999:
1.          The definition of "Employee" in Section 1.1 of the Plan is amended and restated to
                  read in its entirety, as follows:
An
"Employee" means any employee of an Employer other than an employee
who is covered by a collective bargaining agreement that does not specifically
provide for coverage under the Plan or who is a nonresident alien who does not
receive United States source income; an employee whose terms of employment are
governed by a collective bargaining agreement between an Employer and the Paper,
Allied Industrial Chemical, and Energy Union, AFL-CIO Local 5-241 shall be
considered to be an Employee.
2.          The definition of "Employer" in Section 1.1 of the Plan is amended and restated to
                  read, in its entirety, as follows:
An "Employer" means the Sponsor and any entity which has adopted the Plan as
                  may be provided under Article XX, including Frontier El Dorado Refining
                  Company.
IN WITNESS WHEREOF, the Sponsor has executed this instrument this 29th day of
December, 1999.
FRONTIER OIL CORPORATION
By:            Julie H. Edwards
Title:      Senior Vice President - Finance & Chief
                                                              Financial Officer
AMENDMENT TO
FRONTIER
RETIREMENT SAVINGS PLAN
WHEREAS, Frontier Oil Corporation (the "Sponsor") adopted the Frontier Retirement
Savings Plan f/k/a Wainoco Retirement Savings Plan (the "Plan"), most recently amended and
restated effective July 1, 1995, and
WHEREAS, the Sponsor desires to amend the Plan;
NOW, THEREFORE, the Sponsor amends the Plan as follows, effective January 1, 2000:
1.          Section 6.2 of the Plan is amended and restated to read, in its entirety, as follows:
6.2    Contribution Period
The
Contribution Period for Profit-Sharing Contributions under the Plan shall be
each Plan Year. The Contribution Period for Matching Contributions under the
Plan shall be each calendar quarter.
IN WITNESS WHEREOF, the Sponsor had executed this instrument this 21st day of
December, 2000.
FRONTIER OIL CORPORATION
By:            Julie H. Edwards
Title:      Executive Vice President - Finance &
                                                              Administration
AMENDMENT TO
FRONTIER RETIREMENT SAVINGS PLAN
WHEREAS, Frontier Oil Corporation (the "Sponsor") adopted the Frontier Retirement Savings Plan f/k/a
Wainoco Retirement Savings Plan (the "Plan"), most recently amended and restated effective July 1, 1995, and
WHEREAS, the Sponsor desires to amend the Plan;
NOW, THEREFORE, the Sponsor amends the Plan as follows, effective May 1, 2001:
1.
Section 6.8 of the Plan is amended and restated to read, in its entirety, as follows:
6.8         Payment of Employer Contributions
Employer Contributions made for a Contribution Period shall be paid in cash or in qualifying employer
         securities, as defined in Section 407(d)(5) of ERISA, to the Trustee within the period of time required
         under the Code in order for the contribution to be deductible by the Employer in determining its Federal
         income taxes for the Plan Year.
2.
Section 8.1 of the Plan is amended by adding the following sentence to the end thereof:
The General Fund may be invested in whole or in part in equity securities issued by an Employer or a
         Related Company that are publicly traded and are "qualifying employer securities" as defined in Section
         407(d)(5) of ERISA.
3.
Section 8.2 of the Plan is amended by adding the following paragraph to the end thereof:
The Sponsor may determine to offer one or more Investment Funds that are invested in whole or in part in
         equity securities issued by an Employer or a Related Company that are publicly traded and are
         "qualifying employer securities" as defined in Section 407(d)(5) of ERISA.
4.
The first sentence of Section 10.2 of the Plan is amended to read as follows:
All Rollover Contributions, Tax-Deferred Contributions and Employer Contributions shall be deposited in
         the Trust and allocated among the Investment Funds in accordance with the Participant's currently
         effective investment election; provided, however, that any contributions made to the Plan in qualifying
         employer securities shall be allocated to the Employer securities Investment Fund established by the
         Sponsor, pending directions to the Administrator regarding their future investment.
5.
Section 10.3 of the Plan is amended by adding the following paragraph to the end thereof:
Notwithstanding any provision hereof to the contrary, if a Participant elects to transfer an amount out
         of the Employer securities Investment Fund, he will not be permitted to transfer any amounts into the
         Employer securities Investment Fund for a period of 30 days from the date of the transfer.  Furthermore,
         a Participant may not transfer amounts into the Employer securities Investment Fund if such transfer
         would result in the Participant having more than 25% of his Account invested in the Employer securities
         Investment Fund.
IN WITNESS WHEREOF, the Sponsor has executed this instrument this 19th day of April,
         2001.
FRONTIER OIL CORPORATION
By:        Julie H. Edwards
Title:    Executive Vice President - Finance &
                                                              Administration
Exhibit 99.2
FRONTIER OIL
CORPORATION AND SUBSIDIARIES
COLLECTIVELY BARGAINED
EMPLOYEES RETIREMENT
SAVINGS PLAN
(July 1,
1995 Restatement)
Fidelity
Management Trust Company, its affiliates and employees may not provide you with
legal or tax advice in connection with the execution of this document.
It should be
reviewed by your attorney and/or accountant prior to
execution.
CORPORATEplan
for RETIREMENT
SM
VOLUME
SUBMITTER
PLAN
DOCUMENT SYSTEMS
TM
TABLE OF CONTENTS

                                                PREAMBLE

                                                ARTICLE I
                                               DEFINITIONS

       1.1         Plan Definitions..........................................................  2
       1.2         Interpretation............................................................  7

                                               ARTICLE II
                                                 SERVICE

       2.1         Definitions...............................................................  8
       2.2         Crediting of Hours of Service.............................................  8
       2.3         Hours of Service Equivalencies............................................  9
       2.4         Limitations on Crediting of Hours of Service.............................. 10
       2.5         Department of Labor Rules................................................. 11
       2.6         Years of Eligibility Service.............................................. 11
       2.7         Years of Vesting Service.................................................. 11
       2.8         Crediting of Service on Transfer or Amendment............................. 11

                                               ARTICLE III
                                               ELIGIBILITY

       3.1         Eligibility............................................................... 13
       3.2         Transfers of Employment................................................... 13
       3.3         Reemployment.............................................................. 13
       3.4         Notification Concerning New Eligible Employees............................ 13
       3.5         Effect and Duration....................................................... 13

                                               ARTICLE IV
                                       TAX-DEFERRED CONTRIBUTIONS

       4.1         Tax-Deferred Contributions................................................ 14
       4.2         Amount of Tax-Deferred Contributions....................................... 14
       4.3         Changes in Reduction Authorization........................................ 14
       4.4         Suspension of Tax-Deferred Contributions.................................. 15
       4.5         Resumption of Tax-Deferred Contributions.................................. 15
       4.6         Delivery of Tax-Deferred Contributions.................................... 15
       4.7         Vesting of Tax-Deferred Contributions..................................... 15

                                                ARTICLE V
                                  AFTER-TAX AND ROLLOVER CONTRIBUTIONS

       5.1         No AfterTax Contributions................................................. 16
       5.2         Rollover Contributions.................................................... 16
       5.3         Vesting of Rollover Contributions......................................... 16

                                               ARTICLE VI
                                         EMPLOYER CONTRIBUTIONS

       6.1         Definitions............................................................... 17
       6.2         Contribution Period....................................................... 17
       6.3         ProfitSharing Contributions............................................... 17
       6.4         Allocation of ProfitSharing Contributions................................. 17
       6.5         Matching Contributions.................................................... 17
       6.6         Allocation of Matching Contributions...................................... 18
       6.7         Verification of Amount of Employer Contributions by the Sponsor........... 18
       6.8         Payment of Employer Contributions......................................... 18
       6.9         Eligibility to Participate in Allocation.................................. 18
       6.10        Vesting of Employer Contributions......................................... 19
       6.11        Election of Former Vesting Schedule....................................... 19

                                               ARTICLE VII
                                      LIMITATIONS ON CONTRIBUTIONS

       7.1         Definitions............................................................... 20
       7.2         Code Section 402(g) Limit................................................. 23
       7.3         Limitation on Tax-Deferred Contributions of Highly Compensated Employees... 24
       7.4         Distribution of Excess Tax-Deferred Contributions.......................... 25
       7.5         Limitation on Matching Contributions of Highly Compensated Employees...... 26
       7.6         Distribution of Excess Contributions...................................... 27
       7.7         Multiple Use Limitation................................................... 28
       7.8         Determination of Income or Loss........................................... 28
       7.9         Code Section 415 Limitations on Crediting of Contributions and Forfeitures 28
       7.10        Coverage Under Other Qualified Defined Contribution Plan.................. 29
       7.11        Coverage Under Qualified Defined Benefit Plan............................. 30
       7.12        Scope of Limitations...................................................... 30

                                              ARTICLE VIII
                                    TRUST FUNDS AND SEPARATE ACCOUNTS

       8.1         General Fund.............................................................. 31
       8.2         Investment Funds.......................................................... 31
       8.3         Loan Investment Fund...................................................... 31
       8.4         Appointment of Investment Managers........................................ 31
       8.5         Income on Trust........................................................... 31
       8.6         Separate Accounts......................................................... 32
       8.7         Sub-Accounts.............................................................. 32

                                               ARTICLE IX
                                        LIFE INSURANCE CONTRACTS

       9.1         No Life Insurance Contracts............................................... 33

                                                ARTICLE X
                                 DEPOSIT AND INVESTMENT OF CONTRIBUTIONS

       10.1        Future Contribution Investment Elections.................................. 34
       10.2        Deposit of Contributions.................................................. 34
       10.3        Election to Transfer Between Funds........................................ 34
       10.4        404(c) Plan............................................................... 35

                                               ARTICLE XI
                                 CREDITING AND VALUING SEPARATE ACCOUNTS

       11.1        Crediting Separate Accounts............................................... 36
       11.2        Valuing Separate Accounts................................................. 36
       11.3        Plan Valuation Procedures................................................. 36
       11.4        Finality of Determinations................................................ 37
       11.5        Notification.............................................................. 37

                                               ARTICLE XII
                                                  LOANS

       12.1        Application for Loan...................................................... 38
       12.2        Reduction of Account Upon Distribution.................................... 38
       12.3        Requirements to Prevent a Taxable Distribution............................ 39
       12.4        Administration of Loan Investment Fund.................................... 39
       12.5        Default................................................................... 40
       12.6        Loans Granted Prior to October 19, 1989................................... 40

                                              ARTICLE XIII
                                       WITHDRAWALS WHILE EMPLOYED

       13.1        Withdrawals of Rollover Contributions..................................... 41
       13.2        Withdrawals of Employer Contributions..................................... 41
       13.3        Withdrawals of Tax-Deferred Contributions.................................. 41
       13.4        Limitations on Withdrawals Other than Hardship Withdrawals................ 41
       13.5        Order of Withdrawal from a Participant's Sub-Accounts...................... 42
       13.6        Conditions and Limitations on Hardship Withdrawals........................ 42

                                               ARTICLE XIV
                              TERMINATION OF EMPLOYMENT AND SETTLEMENT DATE

       14.1        Termination of Employment and Settlement Date............................. 44

                                               ARTICLE XV
                                              DISTRIBUTIONS

       15.1        Distributions to Participants............................................. 45
       15.2        Distributions to Beneficiaries............................................ 45
       15.3        Cash Outs and Participant Consent......................................... 46
       15.4        Required Commencement of Distribution..................................... 46
       15.5        Reemployment of a Participant............................................. 47
       15.6        Restrictions on Alienation................................................ 47
       15.7        Facility of Payment....................................................... 47
       15.8        Inability to Locate Payee................................................. 48
       15.9        Distribution Pursuant to Qualified Domestic Relations Orders.............. 48

                                               ARTICLE XVI
                                             FORM OF PAYMENT

       16.1        Normal Form of Payment.................................................... 49
       16.2        Optional Form of Payment.................................................. 49
       16.3        Change of Option Election................................................. 49
       16.4        Direct Rollover........................................................... 49
       16.5        Notice Regarding Forms of Payment......................................... 50
       16.6        Reemployment.............................................................. 51

                                              ARTICLE XVII
                                              BENEFICIARIES

       17.1        Designation of Beneficiary................................................ 52
       17.2        Spousal Consent Requirements.............................................. 52

                                              ARTICLE XVIII
                                             ADMINISTRATION

       18.1        Authority of the Sponsor.................................................. 53
       18.2        Action of the Sponsor..................................................... 53
       18.3        Claims Review Procedure................................................... 54
       18.4        Qualified Domestic Relations Orders....................................... 55
       18.5        Indemnification........................................................... 55
       18.6        Actions Binding........................................................... 55

                                               ARTICLE XIX
                                        AMENDMENT AND TERMINATION

       19.1        Amendment................................................................. 56
       19.2        Limitation on Amendment................................................... 56
       19.3        Termination............................................................... 56
       19.4        Reorganization............................................................ 58
       19.5        Withdrawal of an Employer................................................. 58

                                               ARTICLE XX
                                       ADOPTION BY OTHER EMPLOYERS

       20.1        Adoption by Related Companies............................................. 60
       20.2        Effective Plan Provisions................................................. 60

                                               ARTICLE XXI
                                        MISCELLANEOUS PROVISIONS

       21.1        No Commitment as to Employment............................................ 61
       21.2        Benefits.................................................................. 61
       21.3        No Guarantees............................................................. 61
       21.4        Expenses.................................................................. 61
       21.5        Precedent................................................................. 61
       21.6        Duty to Furnish Information............................................... 61
       21.7        Withholding............................................................... 62
       21.8        Merger, Consolidation, or Transfer of Plan Assets......................... 62
       21.9        Back Pay Awards........................................................... 62
       21.10       Condition on Employer Contributions....................................... 63
       21.11       Return of Contributions to an Employer.................................... 63
       21.12       Validity of Plan.......................................................... 63
       21.13       Trust Agreement........................................................... 63
       21.14       Parties Bound............................................................. 64
       21.15       Application of Certain Plan Provisions.................................... 64
       21.16       Leased Employees.......................................................... 64
       21.17       Transferred Funds......................................................... 65

                                              ARTICLE XXII
                                          TOP-HEAVY PROVISIONS

       22.1        Applicability............................................................. 66

                                              ARTICLE XXIII
                                             EFFECTIVE DATE

       23.1        Effective Date of Amendment and Restatement............................... 67

                                                 ADDENDUM
                                             Re:  PLAN LOANS

       01.         Loans Restricted to Eligible Employees.................................... 68
       02.         Minimum Loan Amount....................................................... 68
       03.         Maximum Number of Outstanding Loans....................................... 68
PREAMBLE
The Frontier Oil
Corporation and Subsidiaries Collectively Bargained Employees Retirement Savings
Plan, originally effective as of January 1, 1987, is hereby amended and restated
in its entirety. The Plan, as amended and restated hereby, is intended to
qualify as a profitsharing plan under Section 401(a) of the Code, and includes a
cash or deferred arrangement that is intended to qualify under Section 401(k) of
the Code. The Plan is maintained for the exclusive benefit of eligible employees
and their beneficiaries.
Notwithstanding any other
provision of the Plan to the contrary, a Participant's vested interest in
his Separate Account under the Plan on and after the effective date of this
amendment and restatement shall be not less than his vested interest in his
account on the day immediately preceding the effective date. In addition,
notwithstanding any other provision of the Plan to the contrary, the forms of
payment and other Plan provisions that were available under the Plan immediately
prior to the later of the effective date of this amendment and restatement or
the date this amendment and restatement is adopted and that may not be
eliminated under Section 411(d)(6) of the Code shall continue to be available to
Participants who had an account under the Plan on the day immediately preceding
the later of the effective date or the date this amendment and restatement is
adopted.
ARTICLE I
DEFINITIONS
1.1      Plan
Definitions
As used herein, the
following words and phrases have the meanings hereinafter set forth, unless a
different meaning is plainly required by the context:
The
"
Administrator
" means the Sponsor unless the Sponsor designates
another person or persons to act as such.
An "
AfterTax
Contribution
" means any aftertax employee contribution made by a
Participant as may be permitted under Article V.
The
"
Beneficiary
" of a Participant means the person or persons
entitled under the provisions of the Plan to receive distribution hereunder in
the event the Participant dies before receiving distribution of his entire
interest under the Plan.
The "
Code
"
means the Internal Revenue Code of 1986, as amended from time to time. Reference
to a section of the Code includes such section and any comparable section or
sections of any future legislation that amends, supplements, or supersedes such
section.
The
"
Compensation
" of a Participant for any period means the wages
as defined in Section 3401(a) of the Code, determined without regard to any
rules that limit compensation included in wages based on the nature or location
of the employment or services performed, and all other payments made to him for
such period for services as an Employee for which his Employer is required to
furnish the Participant a written statement under Sections 6041(d) and
6051(a)(3) of the Code, and excluding reimbursements or other expense
allowances, fringe benefits, moving expenses, deferred compensation, and welfare
benefits, but determined prior to any exclusions for Tax-Deferred Contributions
or amounts deferred under Section 125, 402(e)(3), 402(h), 403(b), or 457(b) of
the Code.
Notwithstanding the foregoing, Compensation shall not include the following:
*
bonuses.
*
commissions.
*
the value of any qualified or non-qualified stock option granted to the
Participant by his Employer to the extent such value is includible in the
Participant's taxable income.
In no event, however, shall
the Compensation of a Participant taken into account under the Plan for any Plan
Year exceed (1) $200,000 for Plan Years beginning prior to January 1, 1994,
or (2) $150,000 for Plan Years beginning on or after January 1, 1994 (subject to
adjustment annually as provided in Section 401(a)(17)(B) and Section 415(d) of
the Code; provided, however, that the dollar increase in effect on January 1 of
any calendar year, if any, is effective for Plan Years beginning in such
calendar year). If the Compensation of a Participant is determined over a period
of time that contains fewer than 12 calendar months, then the annual
compensation limitation described above shall be adjusted with respect to that
Participant by multiplying the annual compensation limitation in effect for the
Plan Year by a fraction the numerator of which is the number of full months in
the period and the denominator of which is 12; provided, however, that no
proration is required for a Participant who is covered under the Plan for less
than one full Plan Year if the formula for allocations is based on Compensation
for a period of at least 12 months. In determining the Compensation, for
purposes of applying the annual compensation limitation described above, of a
Participant who is a five percent owner or among the ten Highly Compensated
Employees receiving the greatest Compensation for the Plan Year, the
Compensation of the Participant's spouse and of his lineal descendants who
have not attained age 19 as of the close of the Plan Year shall be included as
Compensation of the Participant for the Plan Year. If as a result of applying
the family aggregation rule described in the preceding sentence the annual
compensation limitation would be exceeded, the limitation shall be prorated
among the affected family members in proportion to each member's
Compensation as determined prior to application of the family aggregation rules.
A "
Contribution
Period
" means the period specified in Article VI for which
Employer Contributions shall be made.
An "
Eligible
Employee
" means any Employee who has met the eligibility requirements
of Article III to have Tax-Deferred Contributions made to the Plan on his behalf.
The "
Eligibility
Service
" of an employee means the period or periods of service credited
to him under the provisions of Article II for purposes of determining his
eligibility to participate in the Plan as may be required under Article III or
Article VI.
An
"
Employee
" means any employee of an Employer who is covered by
a collective bargaining agreement with the Employer that provides for
participation in the Plan.
An
"
Employer
" means the Sponsor and any entity which has adopted
the Plan as may be provided under Article XX.
An "
Employer
Contribution
" means the amount, if any, that an Employer contributes to
the Plan as may be provided under Article VI or Article XXII.
An "
Enrollment
Date
" means the first day of each calendar month of the Plan Year.
"
ERISA
"
means the Employee Retirement Income Security Act of 1974, as amended from time
to time. Reference to a section of ERISA includes such section and any
comparable section or sections of any future legislation that amends,
supplements, or supersedes such section.
The "
General
Fund
" means a Trust Fund established by the Trustee as required to hold
and administer any assets of the Trust that are not allocated among any separate
Investment Funds as may be provided in the Plan or the Trust Agreement. No
General Fund shall be established if all assets of the Trust are allocated among
separate Investment Funds.
A "
Highly
Compensated Employee
" means an Employee or former Employee who is a
highly compensated active employee or highly compensated former employee as
defined hereunder.
A "highly compensated
active employee" includes any Employee who performs services for an
Employer during the determination year and who (i) was a five percent owner at
any time during the determination year or the look back year, (ii) received
compensation from an Employer during the look back year in excess of $75,000
(subject to adjustment annually at the same time and in the same manner as under
Section 415(d) of the Code), (iii) was in the top paid group of employees for
the look back year and received compensation from an Employer during the look
back year in excess of $50,000 (subject to adjustment annually at the same time
and in the same manner as under Section 415(d) of the Code), (iv) was an officer
of an Employer during the look back year and received compensation during that
year in excess of 50 percent of the dollar limitation in effect for that year
under Section 415(b)(1)(A) of the Code or, if no officer received compensation
in excess of that amount for the look back year or the determination year,
received the greatest compensation for the look back year of any officer, or (v)
was one of the 100 employees paid the greatest compensation by an Employer for
the determination year and would be described in (ii), (iii), or (iv) above if
the term "determination year" were substituted for "look back
year".
A "highly compensated
former employee" includes any Employee who separated from service from an
Employer and all Related Companies (or is deemed to have separated from service
from an Employer and all Related Companies) prior to the determination year,
performed no services for an Employer during the determination year, and was a
highly compensated active employee for either the separation year or any
determination year ending on or after the date the Employee attains age 55.
The determination of who is
a Highly Compensated Employee hereunder, including determinations as to the
number and identity of employees in the top paid group, the 100 employees
receiving the greatest compensation from an Employer, the number of employees
treated as officers, and the compensation considered, shall be made in
accordance with the provisions of Section 414(q) of the Code and
regulations issued thereunder. For purposes of this definition, the following
terms have the following meanings:
(a)
The "determination year" means the Plan Year or, if the Administrator
makes the election provided in paragraph (b) below, the period of time, if any,
which extends beyond the look back year and ends on the last day of the Plan
Year for which testing is being performed (the "lag period"). If the
lag period is less than 12 months long, the dollar amounts specified in (ii),
(iii), and (iv) above shall be prorated based upon the number of months in the
lag period.
(b)
The "look back year" means the 12-month period immediately preceding
the determination year; provided, however, that the Administrator may elect
instead to treat the calendar year ending with or within the determination year
as the "look back year".
An "
Hour of
Service
" with respect to a person means each hour, if any, that may be
credited to him in accordance with the provisions of Article II.
An "
Investment
Fund
" means any separate investment Trust Fund established from time to
time by the Trustee as may be provided in the Plan or the Trust Agreement or any
separate investment fund maintained by the Trustee, to the extent that there are
Participant Sub-Accounts under such funds, to which assets of the Trust may be
allocated and separately invested.
The "
Normal Retirement Date
" of an employee means the date he attains age 65.
A "
Participant
" means any person who has a Separate Account in the Trust.
The "
Plan
"
means the Frontier Oil Corporation and Subsidiaries Collectively Bargained
Employees Retirement Savings Plan, as from time to time in effect.
A "
Plan Year
" means the 12consecutivemonth period ending December 31.
A "
Related
Company
" means any corporation or business, other than an Employer,
which would be aggregated with an Employer for a relevant purpose under
Section 414 of the Code.
A "
Rollover
Contribution
" means any rollover contribution to the Plan made by a
Participant as may be permitted under Article V.
A "
Separate
Account
" means the account maintained by the Trustee in the name of a
Participant that reflects his interest in the Trust and any Sub-Accounts
established thereunder, as provided in Article VIII.
The "
Settlement
Date
" of a Participant means the date on which a Participant's
interest under the Plan becomes distributable in accordance with Article XV.
The "
Sponsor
" means Frontier Oil Corporation, and any successor thereto.
A
"
Sub-Account
" means any of the individual sub-accounts of a
Participant's Separate Account that is maintained as provided in Article
VIII.
A "
Tax-Deferred
Contribution
" means the amount contributed to the Plan on a
Participant's behalf by his Employer in accordance with his reduction
authorization executed pursuant to Article IV.
The "
Trust
" means the trust maintained by the Trustee under the Trust Agreement.
The "
Trust
Agreement
" means the agreement entered into between the Sponsor and the
Trustee relating to the holding, investment, and reinvestment of the assets of
the Plan, together with all amendments thereto and shall include any agreement
establishing a custodial account, an annuity contract, or an insurance contract
(other than a life, health or accident, property, casualty, or liability
insurance contract) for the investment of assets if the custodial account or
contract would, except for the fact that it is not a trust, constitute a
qualified trust under Section 401 of the Code.
The
"
Trustee
" means the trustee or any successor trustee which at
the time shall be designated, qualified, and acting under the Trust Agreement
and shall include any insurance company that issues an annuity or insurance
contract pursuant to the Trust Agreement or any person holding assets in a
custodial account pursuant to the Trust Agreement.
A "
Trust Fund
" means any fund established under the Trust by the Trustee.
A "
Valuation
Date
" means the date or dates designated by the Sponsor and
communicated in writing to the Trustee for the purpose of valuing the General
Fund and each Investment Fund and adjusting Separate Accounts and Sub-Accounts
hereunder, which dates need not be uniform with respect to the General Fund,
each Investment Fund, Separate Account, or Sub-Account; provided, however, that
the General Fund and each Investment Fund shall be valued and each Separate
Account and Sub-Account shall be adjusted no less often than once annually.
The "
Vesting
Service
" of an employee means the period or periods of service credited
to him under the provisions of Article II for purposes of determining his vested
interest in his Employer Contributions Sub-Account, if Employer Contributions are
provided for under either Article VI or Article XXII.
1.2     
Interpretation
Where required by the
context, the noun, verb, adjective, and adverb forms of each defined term shall
include any of its other forms. Wherever used herein, the masculine pronoun
shall include the feminine, the singular shall include the plural, and the
plural shall include the singular.
ARTICLE II
SERVICE
2.1      Definitions
For purposes of this Article, the following terms have the following meanings.
(a)
A "break in service" means any computation period during which a
person completes less than 501 Hours of Service except that no person shall
incur a break in service solely by reason of temporary absence from work not
exceeding 12 months resulting from illness, layoff, or other cause if authorized
in advance by an Employer or a Related Company pursuant to its uniform leave
policy, if his employment shall not otherwise be terminated during the period of
such absence.
(b)
A "computation period" for purposes of determining an employee's
years of Eligibility Service means (i) the 6consecutivemonth period beginning on
the first date he completes an Hour of Service, (ii) the six-month period
beginning on the date that is six months after the date in (i), and (iii) each
6-consecutivemonth period beginning on an anniversary of a date under (i) or
(ii).
(c)
A "maternity/paternity absence" means a person's absence from
employment with an Employer or a Related Company because of the person's
pregnancy, the birth of the person's child, the placement of a child with
the person in connection with the person's adoption of the child, or the
caring for the person's child immediately following the child's birth
or adoption. A person's absence from employment will not be considered a
maternity/paternity absence unless the person furnishes the Administrator such
timely information as may reasonably be required to establish that the absence
was for one of the purposes enumerated in this paragraph and to establish the
number of days of absence attributable to such purpose.
2.2      Crediting
of Hours of Service
A person shall be credited with an Hour of Service for:
(a)
each hour for which he is paid, or entitled to payment, for the performance of
duties for an Employer or a Related Company during the applicable computation
period; provided, however, that hours compensated at a premium rate shall be
treated as straighttime hours;
(b)
subject to the provisions of Section 2.4, each hour for which he is paid, or
entitled to payment, by an Employer or a Related Company on account of a period
of time during which no duties are performed (irrespective of whether the
employment relationship has terminated) due to vacation, holiday, illness,
incapacity (including disability), layoff, jury duty, military duty, or leave of
absence;
(c)
each hour for which he would have been scheduled to work for an Employer or a
Related Company during the period that he is absent from work because of service
with the armed forces of the United States provided he is eligible for
reemployment rights under Federal law and returns to work with an Employer or a
Related Company within the period during which he retains such reemployment
rights; and
(d)
each hour for which back pay, irrespective of mitigation of damages, is either
awarded or agreed to by an Employer or a Related Company; provided, however,
that the same Hour of Service shall not be credited both under paragraph (a) or
(b) or (c) of this Section, as the case may be, and under this paragraph (d);
and provided, further, that the crediting of Hours of Service for back pay
awarded or agreed to with respect to periods described in such paragraph (b)
shall be subject to the limitations set forth therein and in Section 2.4.
Notwithstanding the
foregoing and solely for purposes of determining whether a person who is on a
maternity/paternity absence beginning on or after the first day of the first
Plan Year that commences on or after January 1, 1985, has incurred a break in
service, Hours of Service shall include those hours with which such person would
otherwise have been credited but for such maternity/paternity absence, or shall
include eight Hours of Service for each day of maternity/paternity absence if
the actual hours to be credited cannot be determined; except that not more than
501 hours are to be credited by reason of any maternity/paternity absence. Any
hours included as Hours of Service pursuant to the immediately preceding
sentence shall be credited to the computation period in which the absence from
employment begins, if such person otherwise would incur a break in service in
such computation period, or, in any other case, to the immediately following
computation period.
2.3      Hours of
Service Equivalencies
Notwithstanding any other
provision of the Plan to the contrary, an Employer may elect to credit Hours of
Service to its employees under Section 2.2 in accordance with one of the
following equivalencies, and if an Employer does not maintain records that
accurately reflect actual hours of service such Employer shall credit Hours of
Service to its employees under Section 2.2 in accordance with one of the
following equivalencies:
(a)
If the Employer maintains its records on the basis of days worked, an employee
shall be credited with 10 Hours of Service for each day on which he performs an
Hour of Service.
(b)
If the Employer maintains its records on the basis of weeks worked, an employee
shall be credited with 45 Hours of Service for each week in which he performs an
Hour of Service.
(c)
If the Employer maintains its records on the basis of semi-monthly payroll
periods, an employee shall be credited with 95 Hours of Service for each
semi-monthly payroll period in which he performs an Hour of Service.
(d)
If the Employer maintains its records on the basis of months worked, an employee
shall be credited with 190 Hours of Service for each month in which he performs
an Hour of Service.
2.4     
Limitations on Crediting of Hours of Service
In the application of the
provisions of paragraph (b) of Section 2.2, the following shall apply:
(a)
An hour for which a person is directly or indirectly paid, or entitled to
payment, on account of a period during which no duties are performed shall not
be credited to him if such payment is made or due under a plan maintained solely
for the purpose of complying with applicable workers' compensation,
unemployment compensation, or disability insurance laws.
(b)
Hours of Service shall not be credited with respect to a payment which solely
reimburses a person for medical or medicallyrelated expenses incurred by him.
(c)
A payment shall be deemed to be made by or due from an Employer or a Related
Company (i) regardless of whether such payment is made by or due from such
employer directly or indirectly, through (among others) a trust fund or insurer
to which any such employer contributes or pays premiums, and (ii) regardless of
whether contributions made or due to such trust fund, insurer, or other entity
are for the benefit of particular persons or are on behalf of a group of persons
in the aggregate.
(d)
No more than 501 Hours of Service shall be credited to a person on account of
any single continuous period during which he performs no duties (whether or not
such period occurs in a single computation period), unless no duties are
performed due to service with the armed forces of the United States for which
the person retains reemployment rights as provided in paragraph (c) of Section
2.2.
2.5      Department
of Labor Rules
The rules set forth in
paragraphs (b) and (c) of Department of Labor Regulations §2530.200b2,
which relate to determining Hours of Service attributable to reasons other than
the performance of duties and crediting Hours of Service to computation periods,
are hereby incorporated into the Plan by reference.
2.6      Years of
Eligibility Service
An employee shall be
credited with six months of Eligibility Service for each computation period in
which he completes at least 500 Hours of Service.
2.7      Years of
Vesting Service
There shall be no years of Vesting Service credited under the Plan.
2.8      Crediting
of Service on Transfer or Amendment
Notwithstanding any other provision
of the Plan to the contrary, if an Employee is transferred from employment
covered under a qualified plan maintained by an Employer or a Related Company
for which eligibility service and/or vesting service is credited based on
elapsed time in accordance with Treasury Regulations §410(a)-7 to
employment covered under the Plan or, prior to amendment, the Plan provided for
crediting of Eligibility Service and/or Vesting Service on the basis of elapsed
time, an affected Employee shall be credited with Eligibility Service and/or
Vesting Service hereunder equal to:
(a)
the number of one year periods of service credited to the Employee under the
elapsed time method before the transfer date or the effective date of the
amendment, plus
(b)
his service under the Hours of Service method provided hereunder for the
computation period in which the transfer or the effective date of the amendment
occurs applying one of the equivalencies set forth in Section 2.3 to any
fractional part of a year credited to the Employee under the elapsed time method
as of the date of the transfer or the effective date of the amendment; provided,
however that the same equivalency shall be used for all similarly situated
Employees, plus
(c)
the service credited to such Employee under the Hours of Service method provided
hereunder for computation periods beginning after the computation period in
which the transfer or the effective date of the amendment occurs.
ARTICLE III
ELIGIBILITY
3.1      Eligibility
Each Employee who was an
Eligible Employee immediately prior to the effective date of this amendment and
restatement shall continue to be an Eligible Employee. Each other Employee shall
become an Eligible Employee as of the Enrollment Date coinciding with or next
following the date on which he has both attained age 21 and completed six months
of Eligibility Service.
3.2      Transfers
of Employment
If a person is transferred
directly from employment with an Employer or with a Related Company in a
capacity other than as an Employee to employment as an Employee, he shall become
an Eligible Employee as of the date he is so transferred if prior to an
Enrollment Date coinciding with or preceding such transfer date he has met the
eligibility requirements of Section 3.1. Otherwise, the eligibility of a person
who is so transferred to elect to have Tax-Deferred Contributions made to the
Plan on his behalf shall be determined in accordance with Section 3.1.
3.3     
Reemployment
If a person who terminated
employment with an Employer and all Related Companies is reemployed as an
Employee and if he had been an Eligible Employee prior to his termination of
employment, he shall again become an Eligible Employee on the date he is
reemployed. Otherwise, the eligibility of a person who terminated employment
with an Employer and all Related Companies and who is reemployed by an Employer
or a Related Company to elect to have Tax-Deferred Contributions made to the Plan
on his behalf shall be determined in accordance with Section 3.1 or 3.2.
3.4     
Notification Concerning New Eligible Employees
Each Employer shall notify
the Administrator as soon as practicable of Employees becoming Eligible
Employees as of any date.
3.5      Effect and
Duration
Upon becoming an Eligible
Employee, an Employee shall be entitled to elect to have Tax-Deferred
Contributions made to the Plan on his behalf and shall be bound by all the terms
and conditions of the Plan and the Trust Agreement. A person shall continue as
an Eligible Employee eligible to have Tax-Deferred Contributions made to the Plan
on his behalf only so long as he continues employment as an Employee.
ARTICLE IV
TAX-DEFERRED
CONTRIBUTIONS
4.1     
Tax-Deferred Contributions
Effective as of the date he
becomes an Eligible Employee, or any subsequent Enrollment Date, each Eligible
Employee may elect in writing in accordance with rules prescribed by the
Administrator to have Tax-Deferred Contributions made to the Plan on his behalf
by his Employer as hereinafter provided. An Eligible Employee's written
election shall include his authorization for his Employer to reduce his
Compensation and to make Tax-Deferred Contributions on his behalf and his
election as to the investment of his contributions in accordance with Article X.
Tax-Deferred Contributions on behalf of an Eligible Employee shall commence with
the first payment of Compensation made on or after the date on which his
election is effective.
4.2      Amount of
Tax-Deferred Contributions
The amount of Tax-Deferred Contributions
to be made to the Plan on behalf of an Eligible Employee by his Employer shall
be an integral percentage of his Compensation of not less than one percent nor
more than 13 percent. In the event an Eligible Employee elects to have his
Employer make Tax-Deferred Contributions on his behalf, his Compensation shall be
reduced for each payroll period by the percentage he elects to have contributed
on his behalf to the Plan in accordance with the terms of his currently
effective reduction authorization.
4.3      Changes in
Reduction Authorization
An Eligible Employee may
change the percentage of his future Compensation that his Employer contributes
on his behalf as Tax-Deferred Contributions at such time or times during the Plan
Year as the Administrator may prescribe by filing an amended reduction
authorization with his Employer such number of days prior to the date such
change is to become effective as the Administrator shall prescribe. An Eligible
Employee who changes his reduction authorization shall be limited to selecting a
percentage of his Compensation that is otherwise permitted under Section 4.2.
Tax-Deferred Contributions shall be made on behalf of such Eligible Employee by
his Employer pursuant to his amended reduction authorization filed in accordance
with this Section commencing with Compensation paid to the Eligible Employee on
or after the date such filing is effective, until otherwise altered or
terminated in accordance with the Plan.
4.4      Suspension
of Tax-Deferred Contributions
An Eligible Employee on
whose behalf Tax-Deferred Contributions are being made may have such
contributions suspended at any time by giving such number of days advance
written notice to his Employer as the Administrator shall prescribe. Any such
voluntary suspension shall take effect commencing with Compensation paid to such
Eligible Employee on or after the expiration of the required notice period and
shall remain in effect until Tax-Deferred Contributions are resumed as
hereinafter set forth.
4.5      Resumption
of Tax-Deferred Contributions
An Eligible Employee who
has voluntarily suspended his Tax-Deferred Contributions in accordance with
Section 4.4 may have such contributions resumed at such time or times during the
Plan Year as the Administrator may prescribe, by filing a new reduction
authorization with his Employer such number of days prior to the date as of
which such contributions are to be resumed as the Administrator shall prescribe.
4.6      Delivery
of Tax-Deferred Contributions
As soon after the date an
amount would otherwise be paid to an Employee as it can reasonably be separated
from Employer assets, each Employer shall cause to be delivered to the Trustee
in cash all Tax-Deferred Contributions attributable to such amounts.
4.7      Vesting of
Tax-Deferred Contributions
A Participant's vested
interest in his Tax-Deferred Contributions Sub-Account shall be at all times 100
percent.
ARTICLE V
AFTER-TAX
AND ROLLOVER CONTRIBUTIONS
5.1      No
AfterTax Contributions
There shall be no AfterTax Contributions made to the Plan.
5.2      Rollover
Contributions
An Employee who was a
participant in a plan qualified under Section 401 or 403 of the Code and who
receives a cash distribution from such plan that he elects either (i) to roll
over immediately to a qualified retirement plan or (ii) to roll over into a
conduit IRA from which he receives a later cash distribution, may elect to make
a Rollover Contribution to the Plan if he is entitled under Section 402(a)(5),
Section 403(a)(4), or Section 408(d)(3)(A) of the Code to roll over such
distribution to another qualified retirement plan. The Administrator may require
an Employee to provide it with such information as it deems necessary or
desirable to show that he is entitled to roll over such distribution to another
qualified retirement plan. An Employee shall make a Rollover Contribution to the
Plan by delivering, or causing to be delivered, to the Trustee the cash that
constitutes the Rollover Contribution amount within 60 days of receipt of the
distribution from the plan or from the conduit IRA in the manner prescribed by
the Administrator. If the Employee does not already have an investment election
on file with the Administrator, the Employee shall also deliver to the
Administrator his election as to the investment of his contributions in
accordance with Article X.
5.3      Vesting of
Rollover Contributions
A Participant's vested
interest in his Rollover Contributions Sub-Account shall be at all times 100
percent.
ARTICLE VI
EMPLOYER
CONTRIBUTIONS
6.1      Definitions
For purposes of this Article, the following terms have the following meanings:
(a)
The "matching contribution" means any Employer Contribution made to
the Plan in accordance with the provisions of Section 6.5.
(b)
The "profitsharing contribution" means any Employer Contribution made
to the Plan in accordance with the provisions of Section 6.3.
6.2     
Contribution Period
The Contribution Period for
profit-sharing contributions under the Plan shall be each calendar quarter. The
Contribution Period for matching contributions under the Plan shall be each Plan
Year.
6.3     
Profit-Sharing Contributions
Each Employer may, in its
discretion, make a profitsharing contribution to the Plan for the Contribution
Period in an amount determined by the Sponsor.
6.4      Allocation
of ProfitSharing Contributions
Any profitsharing
contribution made by an Employer for a Contribution Period shall be allocated
among its Employees during the Contribution Period who are eligible to
participate in the allocation of profitsharing contributions for the
Contribution Period, as determined under Section 6.9. The allocable share of
each such Employee shall be in the ratio which his Compensation from the
Employer for the Contribution Period bears to the aggregate of such Compensation
for all such Employees.
6.5      Matching
Contributions
Each Employer may make a matching
contribution to the Plan for each Contribution Period in an amount equal to the
percentage, determined by the Sponsor, in its discretion, for the Contribution
Period, of the aggregate Tax-Deferred Contributions for the Contribution Period
made on behalf of its Employees during the Contribution Period who are eligible
to participate in the allocation of matching contributions for the Contribution
Period as determined under Section 6.9.
6.6      Allocation
of Matching Contributions
Any matching contribution
made by an Employer for the Contribution Period shall be allocated among its
Employees during the Contribution Period who are eligible to participate in the
allocation of matching contributions for the Contribution Period, as determined
under Section 6.9. The allocable share of each such Employee shall be an amount
equal to the percentage determined by the Sponsor as provided in Section 6.5 of
the Tax-Deferred Contributions made on his behalf for the Contribution Period.
6.7               Verification of Amount of Employer Contributions by the Sponsor
The Sponsor shall verify
the amount of Employer Contributions to be made by each Employer in accordance
with the provisions of the Plan. Notwithstanding any other provision of the Plan
to the contrary, the Sponsor shall determine the portion of the Employer
Contribution to be made by each Employer with respect to an Employee who
transfers from employment with one Employer as an Employee to employment with
another Employer as an Employee.
6.8      Payment of
Employer Contributions
Employer Contributions made
for a Contribution Period shall be paid in cash to the Trustee within the period
of time required under the Code in order for the contribution to be deductible
by the Employer in determining its Federal income taxes for the Plan Year.
6.9     
Eligibility to Participate in Allocation
Each Employee shall be
eligible to participate in the allocation of Employer Contributions in
accordance with Sections 6.4 and 6.6 beginning on the date he becomes, or again
becomes, an Eligible Employee in accordance with the provisions of Article III.
Notwithstanding the foregoing, no person shall be eligible to participate in the
allocation of Employer Contributions for a Contribution Period unless he is
employed by an Employer or a Related Company on the last day of the Contribution
Period; provided, however, that if the Plan would not otherwise meet the minimum
coverage requirements of Section 410(b) of the Code in any Plan Year, the group
of Employees eligible to participate in the allocation of Employer Contributions
shall be expanded to include the minimum number of Employees who are not
employed by an Employer or a Related Company on the last day of the Contribution
Period that is necessary to meet the minimum coverage requirements. The
Employees who become eligible to participate under the provisions of the
immediately preceding clause shall be those Employees who have completed the
greatest number of Hours of Service during the Plan Year.
6.10      Vesting
of Employer Contributions
A Participant's vested
interest in his Employer Contributions Sub-Account shall be at all times 100
percent.
6.11      Election
of Former Vesting Schedule
If the Sponsor adopts an
amendment to the Plan that directly or indirectly affects the computation of a
Participant's vested interest in his Employer Contributions Sub-Account, any
Participant with three or more years of Vesting Service shall have a right to
have his vested interest in his Employer Contributions Sub-Account continue to be
determined under the vesting provisions in effect prior to the amendment rather
than under the new vesting provisions, unless the vested interest of the
Participant in his Employer Contributions Sub-Account under the Plan as amended
is not at any time less than such vested interest determined without regard to
the amendment. A Participant shall exercise his right under this Section by
giving written notice of his exercise thereof to the Administrator within 60
days after the latest of (i) the date he receives notice of the amendment from
the Administrator, (ii) the effective date of the amendment, or (iii) the date
the amendment is adopted. Notwithstanding the foregoing, a Participant's
vested interest in his Employer Contributions Sub-Account on the effective date
of such an amendment shall not be less than his vested interest in his Employer
Contributions Sub-Account immediately prior to the effective date of the
amendment.
ARTICLE VII
LIMITATIONS
ON CONTRIBUTIONS
7.1      Definitions
For purposes of this Article, the following terms have the following meanings:
(a)
The "actual deferral percentage" with respect to an Eligible Employee
for a particular Plan Year means the ratio of the Tax-Deferred Contributions made
on his behalf for the Plan Year to his test compensation for the Plan Year;
provided, however, that contributions made on a Participant's behalf for a
Plan Year shall be included in determining his actual deferral percentage for
such Plan Year only if the contributions are made to the Plan prior to the end
of the 12-month period immediately following the Plan Year to which the
contributions relate. The determination and treatment of the actual deferral
percentage amounts for any Participant shall satisfy such other requirements as
may be prescribed by the Secretary of the Treasury.
(b)
The "aggregate limit" means the sum of (i) 125 percent of the greater
of the average contribution percentage for eligible participants other than
Highly Compensated Employees or the average actual deferral percentage for
Eligible Employees other than Highly Compensated Employees and (ii) the lesser
of 200 percent or two plus the lesser of such average contribution percentage or
average actual deferral percentage, or, if it would result in a larger aggregate
limit, the sum of (iii) 125 percent of the lesser of the average contribution
percentage for eligible participants other than Highly Compensated Employees or
the average actual deferral percentage for Eligible Employees other than Highly
Compensated Employees and (iv) the lesser of 200 percent or two plus the greater
of such average contribution percentage or average actual deferral percentage.
(c)
The "annual addition" with respect to a Participant for a limitation
year means the sum of the Tax-Deferred Contributions and Employer Contributions
allocated to his Separate Account for the limitation year (including any excess
contributions that are distributed pursuant to this Article), the employer
contributions, employee contributions, and forfeitures allocated to his accounts
for the limitation year under any other qualified defined contribution plan
(whether or not terminated) maintained by an Employer or a Related Company
concurrently with the Plan, and amounts described in Sections 415(l)(2) and
419A(d)(2) of the Code allocated to his account for the limitation year.
(d)
The "Code Section 402(g) limit" means the dollar limit imposed by
Section 402(g)(1) of the Code or established by the Secretary of the Treasury
pursuant to Section 402(g)(5) of the Code in effect on January 1 of the calendar
year in which an Eligible Employee's taxable year begins.
(e)
The "contribution percentage" with respect to an eligible participant
for a particular Plan Year means the ratio of the matching contributions made to
the Plan on his behalf for the Plan Year to his test compensation for such Plan
Year, except that, to the extent permitted by regulations issued under Section
401(m) of the Code, the Sponsor may elect to take into account in computing the
numerator of each eligible participant's contribution percentage the
Tax-Deferred Contributions made to the Plan on his behalf for the Plan Year;
provided, however, that any Tax-Deferred Contributions that were taken into
account in computing the numerator of an eligible participant's actual
deferral percentage may not be taken into account in computing the numerator of
his contribution percentage; and provided, further, that contributions made by
or on a Participant's behalf for a Plan Year shall be included in
determining his contribution percentage for such Plan Year only if the
contributions are made to the Plan prior to the end of the 12-month period
immediately following the Plan Year to which the contributions relate. The
determination and treatment of the contribution percentage amounts for any
Participant shall satisfy such other requirements as may be prescribed by the
Secretary of the Treasury.
(f)
An "elective contribution" means any employer contribution made to a
plan maintained by an Employer or any Related Company on behalf of a Participant
in lieu of cash compensation pursuant to his written election to defer under any
qualified CODA as defined in Section 401(k) of the Code, any simplified employee
pension cash or deferred arrangement as described in Section 402(h)(1)(B) of the
Code, any eligible deferred compensation plan under Section 457 of the Code, or
any plan as described in Section 501(c)(18) of the Code, and any contribution
made on behalf of the Participant by an Employer or a Related Company for the
purchase of an annuity contract under Section 403(b) of the Code pursuant to a
salary reduction agreement.
(g)
An "eligible participant" means any Employee who is eligible to have
Tax-Deferred Contributions made on his behalf (if Tax-Deferred Contributions are
taken into account in computing contribution percentages) or to participate in
the allocation of matching contributions.
(h)
A "family member" of an Employee means the Employee's spouse, his
lineal ascendants, his lineal descendants, and the spouses of such lineal
ascendants and descendants.
(i)
A "limitation year" means the Plan Year.
(j)
A "matching contribution" means any employer contribution allocated to
an Eligible Employee's account under the Plan or any other plan of an
Employer or a Related Company solely on account of elective contributions made
on his behalf or employee contributions made by him.
(k)
The "test compensation" of an Eligible Employee for a Plan Year means
compensation as defined in Section 414(s) of the Code and regulations issued
thereunder, limited, however, to (1) $200,000 for Plan Years beginning
prior to January 1, 1994, or (2) $150,000 for Plan Years beginning on
or after January 1, 1994 (subject to adjustment annually as provided in
Section 401(a)(17)(B) and Section 415(d) of the Code; provided, however, that
the dollar increase in effect on January 1 of any calendar year, if any, is
effective for Plan Years beginning in such calendar year). If the test
compensation of a Participant is determined over a period of time that contains
fewer than 12 calendar months, then the annual compensation limitation described
above shall be adjusted with respect to that Participant by multiplying the
annual compensation limitation in effect for the Plan Year by a fraction the
numerator of which is the number of full months in the period and the
denominator of which is 12; provided, however, that no proration is required for
a Participant who is covered under the Plan for less than one full Plan Year if
the formula for allocations is based on Compensation for a period of at least 12
months. In determining the test compensation, for purposes of applying the
annual compensation limitation described above, of a Participant who is a
five-percent owner or among the ten Highly Compensated Employees receiving the
greatest test compensation for the limitation year, the test compensation of the
Participant's spouse and of his lineal descendants who have not attained
age 19 as of the close of the limitation year shall be included as test
compensation of the Participant for the limitation year. If as a result of
applying the family aggregation rule described in the preceding sentence the
annual compensation limitation would be exceeded, the limitation shall be
prorated among the affected family members in proportion to each member's
test compensation as determined prior to application of the family aggregation
rules.
7.2               Code Section 402(g) Limit
In no event shall the
amount of the Tax-Deferred Contributions made on behalf of an Eligible Employee
for his taxable year, when aggregated with any elective contributions made on
behalf of the Eligible Employee under any other plan of an Employer or a Related
Company for his taxable year, exceed the Code Section 402(g) limit. In the event
that the Administrator determines that the reduction percentage elected by an
Eligible Employee will result in his exceeding the Code Section 402(g) limit,
the Administrator may adjust the reduction authorization of such Eligible
Employee by reducing the percentage of his Tax-Deferred Contributions to such
smaller percentage that will result in the Code Section 402(g) limit not being
exceeded. If the Administrator determines that the Tax-Deferred Contributions
made on behalf of an Eligible Employee would exceed the Code Section 402(g)
limit for his taxable year, the Tax-Deferred Contributions for such Participant
shall be automatically suspended for the remainder, if any, of such taxable
year.
If an Employer notifies the
Administrator that the Code Section 402(g) limit has nevertheless been exceeded
by an Eligible Employee for his taxable year, the Tax-Deferred Contributions
that, when aggregated with elective contributions made on behalf of the Eligible
Employee under any other plan of an Employer or a Related Company, would exceed
the Code Section 402(g) limit, plus any income and minus any losses attributable
thereto, shall be distributed to the Eligible Employee no later than the April
15 immediately following such taxable year. Any Tax-Deferred Contributions that
are distributed to an Eligible Employee in accordance with this Section shall
not
be taken into account in computing the Eligible Employee's
actual deferral percentage for the Plan Year in which the Tax-Deferred
Contributions were made, unless the Eligible Employee is a Highly Compensated
Employee. If an amount of Tax-Deferred Contributions is distributed to a
Participant in accordance with this Section, matching contributions that are
attributable solely to the distributed Tax-Deferred Contributions, plus any
income and minus any losses attributable thereto, shall be forfeited by the
Participant. Any such forfeited amounts shall be applied against the Employer
Contribution obligations for the Plan Year of the Employer for which the
Participant last performed services as an Employee. Notwithstanding the
foregoing, however, should the amount of all such forfeitures for any Plan Year
with respect to any Employer exceed the amount of such Employer's Employer
Contribution obligation for the Plan Year, the excess amount of such forfeitures
shall be held unallocated in a suspense account established with respect to the
Employer and shall for all Plan purposes be applied against the Employer's
Employer Contribution obligations for the following Plan Year.
7.3      Limitation
on Tax-Deferred Contributions of Highly Compensated Employees
Notwithstanding any other
provision of the Plan to the contrary, the Tax-Deferred Contributions made with
respect to a Plan Year on behalf of Eligible Employees who are Highly
Compensated Employees may not result in an average actual deferral percentage
for such Eligible Employees that exceeds the greater of:
(a)
a percentage that is equal to 125 percent of the average actual deferral percentage for all other
             Eligible Employees; or
(b)
a percentage that is not more than 200 percent of the average actual deferral
percentage for all other Eligible Employees and that is not more than two
percentage points higher than the average actual deferral percentage for all
other Eligible Employees.
In order to assure that the
limitation contained herein is not exceeded with respect to a Plan Year, the
Administrator is authorized to suspend completely further Tax-Deferred
Contributions on behalf of Highly Compensated Employees for any remaining
portion of a Plan Year or to adjust the projected actual deferral percentages of
Highly Compensated Employees by reducing their percentage elections with respect
to Tax-Deferred Contributions for any remaining portion of a Plan Year to such
smaller percentages that will result in the limitation set forth above not being
exceeded. In the event of any such suspension or reduction, Highly Compensated
Employees affected thereby shall be notified of the reduction or suspension as
soon as possible and shall be given an opportunity to make a new Tax-Deferred
Contribution election to be effective the first day of the next following Plan
Year. In the absence of such an election, the election in effect immediately
prior to the suspension or adjustment described above shall be reinstated as of
the first day of the next following Plan Year.
For purposes of applying
the limitation contained in this Section, the Tax-Deferred Contributions and test
compensation of any Eligible Employee who is a family member of another Eligible
Employee who is a five percent owner or among the ten Highly Compensated
Employees receiving the greatest test compensation for the Plan Year shall be
aggregated with the Tax-Deferred Contributions and test compensation of such
other Eligible Employee, and such family member shall not be considered an
Eligible Employee for purposes of determining the average actual deferral
percentage for all other Eligible Employees.
In determining the actual
deferral percentage for any Eligible Employee who is a Highly Compensated
Employee for the Plan Year, elective contributions made to his accounts under
any other plan of an Employer or a Related Company shall be treated as if all
such contributions were made to the Plan; provided, however, that if such a plan
has a plan year different from the Plan Year, any such contributions made to the
Highly Compensated Employee's accounts under the plan for the plan year
ending with or within the same calendar year as the Plan Year shall be treated
as if such contributions were made to the Plan. Notwithstanding the foregoing,
such contributions shall not be treated as if they were made to the Plan if
regulations issued under Section 401(k) of the Code do not permit such plan to
be aggregated with the Plan.
If one or more plans of an
Employer or Related Company are aggregated with the Plan for purposes of
satisfying the requirements of Section 401(a)(4) or 410(b) of the Code, then
actual deferral percentages under the Plan shall be calculated as if the Plan
and such one or more other plans were a single plan. For Plan Years beginning
after December 31, 1991, plans may be aggregated to satisfy Section 401(k) of
the Code only if they have the same plan year.
The Administrator shall maintain records sufficient to show that the limitation contained in this Section was not
exceeded with respect to any Plan Year.
7.4     
Distribution of Excess Tax-Deferred Contributions
Notwithstanding any other
provision of the Plan to the contrary, in the event that the limitation
contained in Section 7.3 is exceeded in any Plan Year, the Tax-Deferred
Contributions made with respect to a Highly Compensated Employee that exceed the
maximum amount permitted to be contributed to the Plan on his behalf under
Section 7.3, plus any income and minus any losses attributable thereto, shall be
distributed to the Highly Compensated Employee prior to the end of the next
succeeding Plan Year. If excess amounts are attributable to Participants
aggregated under the family aggregation rules described in Section 7.3, the
excess shall be allocated among family members in proportion to the Tax-Deferred
Contributions made with respect to each family member. If such excess amounts
are distributed more than 2 1/2 months after the last day of the Plan Year for
which the excess occurred, an excise tax may be imposed under Section 4979 of
the Code on the Employer maintaining the Plan with respect to such amounts.
The maximum amount
permitted to be contributed to the Plan on a Highly Compensated Employee's
behalf under Section 7.3 shall be determined by reducing Tax-Deferred
Contributions made on behalf of Highly Compensated Employees in order of their
actual deferral percentages beginning with the highest of such percentages.
If an amount of Tax-Deferred
Contributions is distributed to a Participant in accordance with this Section,
matching contributions that are attributable solely to the distributed
Tax-Deferred Contributions, plus any income and minus any losses attributable
thereto, shall be forfeited by the Participant. Any such forfeited amounts shall
be applied against the Employer Contribution obligations for the Plan Year of
the Employer for which the Participant last performed services as an Employee.
Notwithstanding the foregoing, however, should the amount of all such
forfeitures for any Plan Year with respect to any Employer exceed the amount of
such Employer's Employer Contribution obligation for the Plan Year, the
excess amount of such forfeitures shall be held unallocated in a suspense
account established with respect to the Employer and shall for all Plan purposes
be applied against the Employer's Employer Contribution obligations for the
following Plan Year.
7.5      Limitation
on Matching Contributions of Highly Compensated Employees
Notwithstanding any other
provision of the Plan to the contrary, the matching contributions made with
respect to a Plan Year on behalf of eligible participants who are Highly
Compensated Employees may not result in an average contribution percentage for
such eligible participants that exceeds the greater of:
(a)
a percentage that is equal to 125 percent of the average contribution percentage for all other
             eligible participants; or
(b)
a percentage that is not more than 200 percent of the average contribution
percentage for all other eligible participants and that is not more than two
percentage points higher than the average contribution percentage for all other
eligible participants.
For purposes of applying
the limitation contained in this Section, the matching contributions,
Tax-Deferred Contributions (to the extent that such Tax-Deferred Contributions are
taken into account in computing contribution percentages), and test compensation
of any eligible participant who is a family member of another eligible
participant who is a five percent owner or among the ten Highly Compensated
Employees receiving the greatest test compensation for the Plan Year shall be
aggregated with the matching contributions, Tax-Deferred Contributions, and test
compensation of such other eligible participant, and such family member shall
not be considered an eligible participant for purposes of determining the
average contribution percentage for all other eligible participants.
In determining the
contribution percentage for any eligible participant who is a Highly Compensated
Employee for the Plan Year, matching contributions, employee contributions, and
elective contributions (to the extent that elective contributions are taken into
account in computing contribution percentages) made to his accounts under any
other plan of an Employer or a Related Company shall be treated as if all such
contributions were made to the Plan; provided, however that if such a plan has a
plan year different from the Plan Year, any such contributions made to the
Highly Compensated Employee's accounts under the plan for the plan year
ending with or within the same calendar year as the Plan Year shall be treated
as if such contributions were made to the Plan. Notwithstanding the foregoing,
such contributions shall not be treated as if they were made to the Plan if
regulations issued under Section 401(m) of the Code do not permit such plan to
be aggregated with the Plan.
If one or more plans of an
Employer or a Related Company are aggregated with the Plan for purposes of
satisfying the requirements of Section 401(a)(4) or 410(b) of the Code, the
contribution percentages under the Plan shall be calculated as if the Plan and
such one or more other plans were a single plan. For Plan Years beginning after
December 31, 1989, plans may be aggregated to satisfy Section 401(m) of the Code
only if they have the same plan year.
The Administrator shall
maintain records sufficient to show that the limitation contained in this
Section was not exceeded with respect to any Plan Year and the amount of the
elective contributions taken into account in computing contribution percentages
for any Plan Year.
7.6     
Distribution of Excess Contributions
Notwithstanding any other
provision of the Plan to the contrary, in the event that the limitation
contained in Section 7.5 is exceeded in any Plan Year, the matching
contributions made on behalf of a Highly Compensated Employee that exceed the
maximum amount permitted to be contributed to the Plan on behalf of such Highly
Compensated Employee under Section 7.5, plus any income and minus any losses
attributable thereto, shall be distributed to the Participant prior to the end
of the next succeeding Plan Year. If excess amounts are attributable to
Participants aggregated under the family aggregation rules described in Section
7.5, the excess shall be allocated among family members in proportion to the
matching contributions made with respect to each family member. If such excess
amounts are distributed more than 2 1/2 months after the last day of the Plan
Year for which the excess occurred, an excise tax may be imposed under Section
4979 of the Code on the Employer maintaining the Plan with respect to such
amounts.
The maximum amount
permitted to be contributed to the Plan on behalf of a Highly Compensated
Employee under Section 7.5 shall be determined by reducing matching
contributions made on behalf of Highly Compensated Employees in order of their
contribution percentages beginning with the highest of such percentages.
The determination of the amount of excess matching contributions shall be made after application of Section 7.4,
if applicable.
7.7      Multiple
Use Limitation
Notwithstanding any other
provision of the Plan to the contrary, the following multiple use limitation as
required under Section 401(m) of the Code shall apply: the sum of the average
actual deferral percentage for Eligible Employees who are Highly Compensated
Employees and the average contribution percentage for eligible participants who
are Highly Compensated Employees may not exceed the aggregate limit. In the
event that, after satisfaction of Section 7.4 and Section 7.6, it is determined
that contributions under the Plan fail to satisfy the multiple use limitation
contained herein, the multiple use limitation shall be satisfied by further
reducing the actual deferral percentages of Eligible Employees who are Highly
Compensated Employees (beginning with the highest such percentage) to the extent
necessary to eliminate the excess, with such further reductions to be treated as
excess Tax-Deferred Contributions and disposed of as provided in Section 7.4, or
in an alternative manner, consistently applied, that may be permitted by
regulations issued under Section 401(m) of the Code.
7.8     
Determination of Income or Loss
The income or loss
attributable to excess contributions that are distributed pursuant to this
Article shall be determined for the preceding Plan Year under the method
otherwise used for allocating income or loss to Participant's Separate
Accounts.
7.9               Code Section 415 Limitations on Crediting of Contributions and Forfeitures
Notwithstanding any other
provision of the Plan to the contrary, the annual addition with respect to a
Participant for a limitation year shall in no event exceed the lesser of (i) the
greater of $30,000 or 25 percent of the defined benefit dollar limitation set
forth in Section 415(b)(1) of the Code in effect for the limitation year or (ii)
25 percent of the Participant's compensation, as defined in Section
415(c)(3) of the Code and regulations issued thereunder, for the limitation
year. If the annual addition to the Separate Account of a Participant in any
limitation year would otherwise exceed the amount that may be applied for his
benefit under the limitation contained in this Section, the limitation shall be
satisfied by reducing contributions made on behalf of the Participant to the
extent necessary in the following order:
Tax-Deferred
Contributions made on the Participant's behalf for the limitation year and
the matching contributions attributable thereto, if any, shall be reduced pro
rata.
Employer
Contributions (other than matching contributions otherwise allocable to the
Participant's Separate Account for the limitation year shall be reduced.
The amount of any reduction
of Tax-Deferred Contributions (plus any income attributable thereto) shall be
returned to the Participant. The amount of any reduction of Employer
Contributions shall be deemed a forfeiture for the limitation year. Amounts
deemed to be forfeitures under this Section shall be held unallocated in a
suspense account established for the limitation year and shall be applied
against the Employer's contribution obligation for the next following
limitation year (and succeeding limitation years, as necessary). If a suspense
account is in existence at any time during a limitation year, all amounts in the
suspense account must be allocated to Participants' Separate Accounts
(subject to the limitations contained herein) before any further Tax-Deferred
Contributions or Employer Contributions may be made to the Plan on behalf of
Participants. No suspense account established hereunder shall share in any
increase or decrease in the net worth of the Trust. For purposes of this
Article, excesses shall result only from the allocation of forfeitures, a
reasonable error in estimating a Participant's annual compensation (as
defined in Section 415(c)(3) of the Code and regulations issued thereunder), a
reasonable error in determining the amount of Tax-Deferred Contributions that
may be made with respect to any Participant under the limits of Section 415 of
the Code, or other limited facts and circumstances that justify the availability
of the provisions set forth above.
7.10      Coverage
Under Other Qualified Defined Contribution Plan
If a Participant is covered
by any other qualified defined contribution plan (whether or not terminated)
maintained by an Employer or a Related Company concurrently with the Plan, and
if the annual addition for the limitation year would otherwise exceed the amount
that may be applied for the Participant's benefit under the limitation
contained in Section 7.9, such excess shall be reduced first by returning
employee contributions made by the Participant to such other plans for the
limitation year and the income attributable thereto to the extent necessary on a
pro rata basis among all of such plans. If the limitation contained in Section
7.9 still is not satisfied after all such employee contributions have been
returned, the excess shall be reduced by returning Tax-Deferred Contributions
and elective contributions made on the Participant's behalf to the Plan and
such other plans for the limitation year and the income attributable thereto to
the extent necessary on a pro rata basis among all such plans, including the
Plan. If the limitation contained in Section 7.9 still is not satisfied after
all such elective contributions have been returned, the portion of the employer
contributions and of forfeitures for the limitation year under the Plan and such
other plans that has been allocated to the Participant under such plans but
which exceeds the limitation set forth in Section 7.9, shall be deemed a
forfeiture for the limitation year and shall be disposed of as provided in such
plans; provided, however, that the amount of the employer contributions and
forfeitures that is a deemed forfeiture under this Section shall be effected on
a pro rata basis among all of such plans, including the Plan, unless the
Participant is covered by a money purchase pension plan, in which event, the
forfeiture shall be effected first under the Plan and any other defined
contribution plan that is not a money purchase pension plan and, if the
limitation is still not satisfied, then under such money purchase pension plan.
7.11      Coverage
Under Qualified Defined Benefit Plan
If a Participant in the
Plan is also covered by a qualified defined benefit plan (whether or not
terminated) maintained by an Employer or a Related Company, in no event shall
the sum of the defined benefit plan fraction (as defined in Section 415(e)(2) of
the Code) and the defined contribution plan fraction (as defined in Section
415(e)(3) of the Code) exceed 1.0 in any limitation year. If, before October 3,
1973, the Participant was an active participant in a qualified defined benefit
plan maintained by an Employer or a Related Company and otherwise satisfies the
requirements of Section 2004(d)(2) of ERISA, then for purposes of applying this
Section, the defined benefit plan fraction shall not exceed 1.0. In the event
the special limitation contained in this Section is exceeded, the benefits
otherwise payable to the Participant under any such qualified defined benefit
plan shall be reduced to the extent necessary to meet such limitation.
7.12      Scope of
Limitations
The limitations contained in
Sections 7.9, 7.10, and 7.11 shall be applicable only with respect to benefits
provided pursuant to defined contribution plans and defined benefit plans
described in Section 415(k) of the Code.
ARTICLE VIII
TRUST FUNDS
AND SEPARATE ACCOUNTS
8.1      General
Fund
The Trustee shall establish
a General Fund as required to hold and administer any assets of the Trust that
are not allocated among the Investment Funds as provided in the Plan or the
Trust Agreement. The General Fund shall be held and administered as a separate
common trust fund. The interest of each Participant or Beneficiary under the
Plan in the General Fund shall be an undivided interest.
8.2      Investment
Funds
The Sponsor shall determine
the number and type of Investment Funds and select the investments for such
Investment Funds. The Sponsor shall communicate the same and any changes therein
in writing to the Administrator and the Trustee. Each Investment Fund shall be
held and administered as a separate common trust fund. The interest of each
Participant or Beneficiary under the Plan in any Investment Fund shall be an
undivided interest.
8.3      Loan
Investment Fund
If a loan from the Plan to
a Participant is approved in accordance with the provisions of Article XII, the
Sponsor shall direct the establishment and maintenance of a loan Investment Fund
in the Participant's name. The assets of the loan Investment Fund shall be
held as a separate trust fund. A Participant's loan Investment Fund shall
be invested in the note reflecting the loan that is executed by the Participant
in accordance with the provisions of Article XII. Notwithstanding any other
provision of the Plan to the contrary, income received with respect to a
Participant's loan Investment Fund shall be allocated and the loan
Investment Fund shall be administered as provided in Article XII.
8.4     
Appointment of Investment Managers
As provided in the Trust
Agreement, the Sponsor may appoint one or more investment managers (as defined
in Section 3(38) of ERISA) with respect to any portion of any Trust Fund.
8.5      Income on
Trust
Any dividends, interest,
distributions, or other income received by the Trustee with respect to any Trust
Fund established hereunder shall be allocated by the Trustee to the Trust Fund
for which the income was received.
8.6      Separate
Accounts
As of the first date a
contribution is made by or on behalf of an Employee, there shall be established
a Separate Account in his name reflecting his interest in the Trust. Each
Separate Account shall be maintained and administered for each Participant and
Beneficiary in accordance with the provisions of the Plan. The balance of each
Separate Account shall be the balance of the account after all credits and
charges thereto, for and as of such date, have been made as provided herein.
8.7     
Sub-Accounts
A Participant's
Separate Account shall be divided into individual Sub-Accounts reflecting the
portion of the Participant's Separate Account that is derived from
Tax-Deferred Contributions, Rollover Contributions, or Employer Contributions.
Each Sub-Account shall reflect separately contributions allocated to each Trust
Fund established hereunder and the earnings and losses attributable thereto.
Such other Sub-Accounts may be established as are necessary or appropriate to
reflect a Participant's interest in the Trust.
ARTICLE IX
LIFE
INSURANCE CONTRACTS
9.1      No Life
Insurance Contracts
There shall be no life insurance contracts purchased under the Plan.
ARTICLE X
DEPOSIT AND
INVESTMENT OF CONTRIBUTIONS
10.1      Future
Contribution Investment Elections
Each Eligible Employee
shall make an investment election in the manner and form prescribed by the
Administrator directing the manner in which his Tax-Deferred Contributions,
Rollover Contributions, and Employer Contributions shall be invested. An
Eligible Employee's investment election shall specify the percentage, in
the percentage increments prescribed by the Administrator, of such contributions
that shall be allocated to one or more of the Investment Funds with the sum of
such percentages equaling 100 percent. The investment election by a Participant
shall remain in effect until his entire interest under the Plan is distributed
or forfeited in accordance with the provisions of the Plan or until he files a
change of investment election with the Administrator, in such form as the
Administrator shall prescribe. A Participant's change of investment
election may be made effective as of the date or dates prescribed by the
Administrator.
10.2      Deposit
of Contributions
All Tax-Deferred
Contributions, Rollover Contributions, and Employer Contributions shall be
deposited in the Trust and allocated among the Investment Funds in accordance
with the Participant's currently effective investment election. If no
investment election is on file with the Administrator at the time contributions
are to be deposited to a Participant's Separate Account, the Participant
shall be notified and an investment election form shall be provided to him.
Until such Participant shall make an effective election under this Section, his
contributions shall be allocated among the Investment Funds as directed by the
Administrator.
10.3      Election
to Transfer Between Funds
A Participant may elect to
transfer investments from any Investment Fund to any other Investment Fund. The
Participant's transfer election shall specify either (i) a percentage, in
the percentage increments prescribed by the Administrator, of the amount
eligible for transfer, which percentage may not exceed 100 percent, or (ii) a
dollar amount that is to be transferred. Subject to any restrictions pertaining
to a particular Investment Fund, a Participant's transfer election may be
made effective as of the date or dates prescribed by the Administrator.
10.4              404(c) Plan
The Plan is intended to
constitute a plan described in Section 404(c) of ERISA and regulations issued
thereunder. The fiduciaries of the Plan may be relieved of liability for any
losses that are the direct and necessary result of investment instructions given
by a Participant, his Beneficiary, or an alternate payee under a qualified
domestic relations order.
ARTICLE XI
CREDITING
AND VALUING SEPARATE ACCOUNTS
11.1      Crediting
Separate Accounts
All contributions made
under the provisions of the Plan shall be credited to Separate Accounts in the
Trust Funds by the Trustee, in accordance with procedures established in writing
by the Administrator, either when received or on the succeeding Valuation Date
after valuation of the Trust Fund has been completed for such Valuation Date as
provided in Section 11.2, as shall be determined by the Administrator.
11.2      Valuing
Separate Accounts
Separate Accounts in the Trust
Funds shall be valued by the Trustee on the Valuation Date, in accordance with
procedures established in writing by the Administrator, either in the manner
adopted by the Trustee and approved by the Administrator or in the manner set
forth in Section 11.3 as Plan valuation procedures, as determined by the
Administrator.
11.3      Plan
Valuation Procedures
With respect to the Trust
Funds, the Administrator may determine that the following valuation procedures
shall be applied. As of each Valuation Date hereunder, the portion of any
Separate Accounts in a Trust Fund shall be adjusted to reflect any increase or
decrease in the value of the Trust Fund for the period of time occurring since
the immediately preceding Valuation Date for the Trust Fund (the "valuation
period") in the following manner:
(a)
First, the value of the Trust Fund shall be determined by valuing all of the
assets of the Trust Fund at fair market value.
(b)
Next, the net increase or decrease in the value of the Trust Fund attributable
to net income and all profits and losses, realized and unrealized, during the
valuation period shall be determined on the basis of the valuation under
paragraph (a) taking into account appropriate adjustments for contributions,
loan payments, and transfers to and distributions, withdrawals, loans, and
transfers from such Trust Fund during the valuation period.
(c)
Finally, the net increase or decrease in the value of the Trust Fund shall be
allocated among Separate Accounts in the Trust Fund in the ratio of the balance
of the portion of such Separate Account in the Trust Fund as of the preceding
Valuation Date less any distributions, withdrawals, loans, and transfers from
such Separate Account balance in the Trust Fund since the Valuation Date to the
aggregate balances of the portions of all Separate Accounts in the Trust Fund
similarly adjusted, and each Separate Account in the Trust Fund shall be
credited or charged with the amount of its allocated share. Notwithstanding the
foregoing, the Administrator may adopt such accounting procedures as it
considers appropriate and equitable to establish a proportionate crediting of
net increase or decrease in the value of the Trust Fund for contributions, loan
payments, and transfers to and distributions, withdrawals, loans, and transfers
from such Trust Fund made by or on behalf of a Participant during the valuation
period.
11.4      Finality
of Determinations
The Trustee shall have
exclusive responsibility for determining the balance of each Separate Account
maintained hereunder. The Trustee's determinations thereof shall be
conclusive upon all interested parties.
11.5     
Notification
Within a reasonable period of time after the end of each Plan Year, the Administrator shall notify each
Participant and Beneficiary of the balances of his Separate Account and Sub-Accounts as of the last day of such
Plan Year.
ARTICLE XII
LOANS
12.1      Application
for Loan
A Participant who is a
party in interest may make written application to the Administrator for a loan
from his Separate Account. Loans shall be made to Participants in accordance
with written rules prescribed by the Administrator which are set forth in an
Addendum to the Plan.
As collateral for any loan
granted hereunder, the Participant shall grant to the Plan a security interest
in his vested interest under the Plan equal to the amount of the loans;
provided, however, that in no event may the security interest exceed 50 percent
of the Participant's vested interest under the Plan determined as of the
date as of which the loan is originated in accordance with Plan provisions. In
the case of a Participant who is an active employee, the Participant also shall
enter into an agreement to repay the loan by payroll withholding. No loan in
excess of 50 percent of the Participant's vested interest under the Plan
shall be made from the Plan. Loans shall not be made available to Highly
Compensated Employees in an amount greater than the amount made available to
other employees.
A loan shall not be granted
unless the Participant consents in writing to the charging of his Separate
Account in accordance with the provisions of Section 12.4 for unpaid principal
and interest amounts in the event the loan is declared to be in default.
12.2      Reduction
of Account Upon Distribution
Notwithstanding any other
provision of the Plan, the amount of a Participant's Separate Account that
is distributable to the Participant or his Beneficiary under Article XIII or XV
shall be reduced by the portion of his vested interest that is held by the Plan
as security for any loan outstanding to the Participant, provided that the
reduction is used to repay the loan. If distribution is made because of the
Participant's death prior to the commencement of distribution of his
Separate Account and less than 100 percent of the Participant's vested
interest in his Separate Account (determined without regard to the preceding
sentence) is payable to his surviving spouse, then the balance of the
Participant's vested interest in his Separate Account shall be adjusted by
reducing the vested account balance by the amount of the security used to repay
the loan, as provided in the preceding sentence, prior to determining the amount
of the benefit payable to the surviving spouse.
12.3     
Requirements to Prevent a Taxable Distribution
Notwithstanding any other
provision of the Plan to the contrary, the following terms and conditions shall
apply to any loan made to a Participant under this Article:
(a)
The interest rate on any loan to a Participant shall be a reasonable interest
rate commensurate with current interest rates charged for loans made under
similar circumstances by persons in the business of lending money.
(b)
The amount of any loan to a Participant (when added to the outstanding balance
of all other loans to the Participant from the Plan or any other plan maintained
by an Employer or a Related Company) shall not exceed the lesser of:
(i)
$50,000, reduced by the excess, if any, of the highest outstanding balance of
any other loan to the Participant from the Plan or any other plan maintained by
an Employer or a Related Company during the preceding 12-month period over the
outstanding balance of such loans on the date a loan is made hereunder; or
(ii)
50 percent of the vested portions of the Participant's Separate Account and
his vested interest under all other plans maintained by an Employer or a Related
Company.
(c)
The term of any loan to a Participant shall be no greater than five years,
except in the case of a loan used to acquire any dwelling unit which within a
reasonable period of time is to be used (determined at the time the loan is
made) as a principal residence of the Participant.
(d)
Except as otherwise permitted under Treasury regulations, substantially level
amortization shall be required over the term of the loan with payments made not
less frequently than quarterly.
12.4     
Administration of Loan Investment Fund
Upon approval of a loan to
a Participant, the Administrator shall direct the Trustee to transfer an amount
equal to the loan amount from the Investment Funds in which it is invested, as
directed by the Administrator, to the loan Investment Fund established by the
Trustee in the Participant's name. Any loan approved by the Administrator
shall be made to the Participant out of the Participant's loan Investment
Fund. All principal and interest paid by the Participant on a loan made under
this Article shall be deposited to his Separate Account and shall be allocated
upon receipt among the Investment Funds in accordance with the
Participant's currently effective investment election. The balance of the
Participant's loan Investment Fund shall be decreased by the amount of
principal payments and the loan Investment Fund shall be terminated when the
loan has been repaid in full.
12.5      Default
If a Participant fails to
make or cause to be made, any payment required under the terms of the loan
within 90 days following the date on which such payment shall become due or
there is an outstanding principal balance existing on a loan after the last
scheduled repayment date, the Administrator may direct the Trustee to declare
the loan to be in default, and the entire unpaid balance of such loan, together
with accrued interest, shall be immediately due and payable. In any such event,
if such balance and interest thereon is not then paid, the Trustee shall charge
the Separate Account of the borrower with the amount of such balance and
interest as of the earliest date a distribution may be made from the Plan to the
borrower without adversely affecting the tax qualification of the Plan or of the
cash or deferred arrangement.
12.6              Loans Granted Prior to October 19, 1989
Notwithstanding any other
provision of this Article to the contrary, any loan made under the provisions of
the Plan as in effect prior to October 19, 1989 shall remain outstanding until
repaid in accordance with its terms or the otherwise applicable Plan provisions.
ARTICLE XIII
WITHDRAWALS
WHILE EMPLOYED
13.1     
Withdrawals of Rollover Contributions
A Participant who is
employed by an Employer or a Related Company and has attained age 59 1/2 or is
determined by the Administrator to have incurred a hardship as defined in
Section 13.6 may elect in writing, subject to the limitations and conditions
prescribed in Section 13.4 or 13.6, as appropriate, to make a cash withdrawal
from his Rollover Contributions Sub-Account.
13.2     
Withdrawals of Employer Contributions
A Participant who is
employed by an Employer or a Related Company and has attained age 59 1/2 or is
determined by the Administrator to have incurred a hardship as defined in
Section 13.6 may elect in writing, subject to the limitations and conditions
prescribed in Section 13.4 or 13.6, as appropriate, to make a cash withdrawal
from his vested interest in his Employer Contributions Sub-Account.
13.3     
Withdrawals of Tax-Deferred Contributions
A Participant who is
employed by an Employer or a Related Company and who has attained age 59 1/2 or
is determined by the Administrator to have incurred a hardship as defined in
Section 13.6 may elect in writing, subject to the limitations and conditions
prescribed in Section 13.4 or 13.6, as appropriate, to make a cash withdrawal
from his Tax-Deferred Contributions Sub-Account. The maximum amount that a
Participant may withdraw pursuant to this Section because of a hardship is the
balance of his Tax-Deferred Contributions Sub-Account, exclusive of any earnings
credited to such Sub-Account as of a date that is after December 31, 1988.
13.4     
Limitations on Withdrawals Other than Hardship Withdrawals
Withdrawals made pursuant to this Article, other than hardship withdrawals, shall be subject to the following
conditions and limitations:
A Participant must file a written withdrawal application with the Administrator
such number of days prior to the date as of which it is to be effective as the
Administrator shall prescribe.
Withdrawals
may be made effective as soon as reasonably practicable following the
Administrator's receipt of the Participant's directions.
13.5      Order of
Withdrawal from a Participant's Sub-Accounts
Distribution of a withdrawal amount shall be made from a Participant's Sub-Accounts, to the extent necessary, in
the following order:
The balance of the Participant's Rollover Contributions Sub-Account, if any, shall be distributed.
The
balance of the Participant's Employer Contributions Sub-Account, exclusive
of amounts attributable to Employer Contributions credited to such Sub-Account
solely on account of Tax-Deferred Contributions made on his behalf shall be
distributed.
The
balance of the Participant's Employer Contributions Sub-Account attributable
to Employer Contributions credited to such Sub-Account solely on account of
Tax-Deferred Contributions made by him, if any, shall be distributed.
The
balance of the Participant's Tax-Deferred Contributions Sub-Account shall be
distributed, but if the distribution is because of hardship, only to the extent
permitted under Section 13.3.
If the Sub-Account from
which a Participant is receiving a withdrawal is invested in more than one
Investment Fund, the withdrawal shall be charged against the Investment Funds as
directed by the Administrator.
13.6     
Conditions and Limitations on Hardship Withdrawals
A Participant must file a
written application for a hardship withdrawal with the Administrator such number
of days prior to the date as of which it is to be effective as the Administrator
may prescribe. Hardship withdrawals may be made effective as soon as reasonably
practicable following the Administrator's receipt of the Participant's
directions. The Administrator shall grant a hardship withdrawal only if it
determines that the withdrawal is necessary to meet an immediate and heavy
financial need of the Participant. An immediate and heavy financial need of the
Participant means a financial need on account of:
(a)
expenses previously incurred by or necessary to obtain for the Participant, the
Participant's spouse, or any dependent of the Participant (as defined in
Section 152 of the Code) medical care described in Section 213(d) of the Code;
(b)
costs directly related to the purchase (excluding mortgage payments) of a principal residence for
             the Participant;
(c)
payment of tuition, related educational fees, and room and board expenses for
the next 12 months of postsecondary education for the Participant, the
Participant's spouse, or any dependent of the Participant; or
(d)
the need to prevent the eviction of the Participant from his principal residence or foreclosure on
             the mortgage of the Participant's principal residence.
A withdrawal shall be
deemed to be necessary to satisfy an immediate and heavy financial need of a
Participant only if all of the following requirements are satisfied:
The withdrawal is not in excess of the amount of the immediate and heavy financial need of the
             Participant.
The Participant has obtained all distributions, other than hardship distributions, and all
             nontaxable loans currently available under all plans maintained by an Employer or any Related
             Company.
The
Participant's Tax-Deferred Contributions and the Participant's elective
tax-deferred contributions and employee aftertax contributions under all other
taxqualified plans maintained by an Employer or any Related Company shall be
suspended for at least twelve months after his receipt of the withdrawal.
The
Participant shall not make Tax-Deferred Contributions or elective tax-deferred
contributions under any other taxqualified plan maintained by an Employer or any
Related Company for the Participant's taxable year immediately following
the taxable year of the withdrawal in excess of the applicable limit under
Section 402(g) of the Code for such next taxable year less the amount of the
Participant's Tax-Deferred Contributions and elective tax-deferred
contributions under any other plan maintained by an Employer or any Related
Company for the taxable year of the withdrawal.
The minimum hardship
withdrawal that a Participant may make is $1,000. The amount of a hardship
withdrawal shall include any amounts necessary to pay any Federal, state or
local income taxes or penalties reasonably anticipated to result from the
distribution. A Participant shall not fail to be treated as an Eligible Employee
for purposes of applying the limitations contained in Article VII of the Plan
merely because his Tax-Deferred Contributions are suspended in accordance with
this Section.
ARTICLE XIV
TERMINATION
OF EMPLOYMENT AND SETTLEMENT DATE
14.1     
Termination of Employment and Settlement Date
A Participant's
Settlement Date shall occur on the date he terminates employment with an
Employer and all Related Companies because of death, disability, retirement, or
other termination of employment. Written notice of a Participant's
Settlement Date shall be given by the Administrator to the Trustee.
ARTICLE XV
DISTRIBUTIONS
15.1     
Distributions to Participants
A Participant whose
Settlement Date occurs shall receive distribution of the value of his vested
interest in his Separate Account in the form provided under Article XVI
beginning as soon as reasonably practicable following his Settlement Date or the
date his application for distribution is filed with the Administrator, if later.
In addition, a Participant who continues in employment with an Employer or a
Related Company after his Normal Retirement Date may elect to receive
distribution of all or any portion of his Separate Account in the form provided
under Article XVI at any time following his Normal Retirement Date.
15.2     
Distributions to Beneficiaries
If a Participant dies prior
to the date distribution of his vested interest in his Separate Account begins
under this Article, his Beneficiary shall receive distribution of the
Participant's vested interest in his Separate Account in the form provided
under Article XVI beginning as soon as reasonably practicable following the date
the Beneficiary's application for distribution is filed with the
Administrator. Unless distribution is to be made over the life or over a period
certain not greater than the life expectancy of the Beneficiary, distribution of
the Participant's entire vested interest shall be made to the Beneficiary
no later than the end of the fifth calendar year beginning after the
Participant's death. If distribution is to be made over the life or over a
period certain no greater than the life expectancy of the Beneficiary,
distribution shall commence no later than:
(a)
If the Beneficiary is not the Participant's spouse, the end of the first calendar year beginning
             after the Participant's death; or
(b)
If the Beneficiary is the Participant's spouse, the later of (i) the end of
the first calendar year beginning after the Participant's death or (ii) the
end of the calendar year in which the Participant would have attained age
70 1/2.
If distribution is to be
made to a Participant's spouse, it shall be made available within a
reasonable period of time after the Participant's death that is no less
favorable than the period of time applicable to other distributions. If a
Participant dies after the date distribution of his vested interest in his
Separate Account begins under this Article, but before his entire vested
interest in his Separate Account is distributed, his Beneficiary shall receive
distribution of the remainder of the Participant's vested interest in his
Separate Account beginning as soon as reasonably practicable following the
Participant's date of death in a form that provides for distribution at
least as rapidly as under the form in which the Participant was receiving
distribution.
15.3      Cash Outs
and Participant Consent
Notwithstanding any other
provision of the Plan to the contrary, if a Participant's vested interest
in his Separate Account does not exceed $3,500, distribution of such vested
interest shall be made to the Participant in a single sum payment as soon as
reasonably practicable following his Settlement Date. If a Participant's
vested interest in his Separate Account exceeds $3,500, distribution shall not
commence to such Participant prior to his Normal Retirement Date without the
Participant's written consent. If a Participant made a withdrawal in
accordance with the provisions of Article XIII or was in default on a loan for
which a portion of his Separate Account was pledged as security as provided in
Article XII and his vested interest in his Separate Account on the date
immediately preceding the withdrawal or default exceeded $3,500, then for
purposes of this Section, his vested interest in his Separate Account shall be
deemed to exceed $3,500.
15.4      Required
Commencement of Distribution
Notwithstanding any other provision
of the Plan to the contrary, distribution of a Participant's vested
interest in his Separate Account shall commence to the Participant no later than
the earlier of:
(a)
60 days after the close of the Plan Year in which (i) the Participant's
Normal Retirement Date occurs, (ii) the 10th anniversary of the year in which he
commenced participation in the Plan occurs, or (iii) his Settlement Date occurs,
whichever is latest; or
(b)
the April 1 following the close of the calendar year in which he attains age 70
1/2, whether or not his Settlement Date has occurred, except that if a
Participant attained age 70 1/2 prior to January 1, 1988, and was not a
fivepercent owner (as defined in Section 416 of the Code) at any time during the
fivePlanYear period ending within the calendar year in which he attained age 70
1/2, distribution of such Participant's vested interest in his Separate
Account shall commence no later than the April 1 following the close of the
calendar year in which he attains age 70 1/2 or retires, whichever is
later.
Distributions required to
commence under this Section shall be made in the form provided under Article XVI
and in accordance with Section 401(a)(9) of the Code and regulations issued
thereunder, including the minimum distribution incidental benefit requirements.
15.5     
Reemployment of a Participant
If a Participant whose
Settlement Date has occurred is reemployed by an Employer or a Related Company,
he shall lose his right to any distribution or further distributions from the
Trust arising from his prior Settlement Date and his interest in the Trust shall
thereafter be treated in the same manner as that of any other Participant whose
Settlement Date has not occurred.
15.6     
Restrictions on Alienation
Except as provided in
Section 401(a)(13) of the Code relating to qualified domestic relations orders
and Section 1.401(a)13(b)(2) of Treasury regulations relating to Federal
tax levies and judgments, no benefit under the Plan at any time shall be subject
in any manner to anticipation, alienation, assignment (either at law or in
equity), encumbrance, garnishment, levy, execution, or other legal or equitable
process; and no person shall have power in any manner to anticipate, transfer,
assign (either at law or in equity), alienate or subject to attachment,
garnishment, levy, execution, or other legal or equitable process, or in any way
encumber his benefits under the Plan, or any part thereof, and any attempt to do
so shall be void.
15.7      Facility
of Payment
If the Administrator finds
that any individual to whom an amount is payable hereunder is incapable of
attending to his financial affairs because of any mental or physical condition,
including the infirmities of advanced age, such amount (unless prior claim
therefor shall have been made by a duly qualified guardian or other legal
representative) may, in the discretion of the Administrator, be paid to another
person for the use or benefit of the individual found incapable of attending to
his financial affairs or in satisfaction of legal obligations incurred by or on
behalf of such individual. The Trustee shall make such payment only upon receipt
of written instructions to such effect from the Administrator. Any such payment
shall be charged to the Separate Account from which any such payment would
otherwise have been paid to the individual found incapable of attending to his
financial affairs and shall be a complete discharge of any liability therefor
under the Plan.
15.8      Inability
to Locate Payee
If any benefit becomes
payable to any person, or to the executor or administrator of any deceased
person, and if that person or his executor or administrator does not present
himself to the Administrator within five years after the Administrator mails
written notice of his eligibility to receive a distribution hereunder to his
last known address, that benefit will be forfeited. However, if the payee later
files a claim for that benefit, the benefit will be restored.
15.9     
Distribution Pursuant to Qualified Domestic Relations Orders
Notwithstanding any other
provision of the Plan to the contrary, if a qualified domestic relations order
so provides, distribution may be made to an alternate payee pursuant to a
qualified domestic relations order, as defined in Section 414(p) of the Code,
regardless of whether the Participant's Settlement Date has occurred or
whether the Participant is otherwise entitled to receive a distribution under
the Plan.
ARTICLE XVI
FORM OF
PAYMENT
16.1      Normal
Form of Payment
Unless the Participant, or
his Beneficiary, if the Participant had died, elects the optional form of
payment provided in Section 16.2, distribution shall be made to the Participant,
or his Beneficiary, as the case may be, in a single sum payment. Distribution
under either the normal or optional forms of payment shall be made in cash or in
kind, as elected by the Participant.
16.2      Optional
Form of Payment
A Participant, or his
Beneficiary, as the case may be, may elect to receive distribution in a series
of installments over a period not exceeding the life expectancy of the
Participant, or the Participant's Beneficiary, if the Participant has died,
or a period not exceeding the joint life and last survivor expectancy of the
Participant and his Beneficiary. Each installment shall be equal in amount
except as necessary to adjust for any changes in the value of the
Participant's Separate Account. The determination of life expectancies
shall be made on the basis of the expected return multiples in Table V and VI of
Section 1.729 of the Treasury regulations and shall be calculated either once at
the time installment payments begin or annually for the Participant and/or his
Beneficiary, if his Beneficiary is his spouse, as determined by the Participant
at the time installment payments begin.
16.3      Change of
Option Election
A Participant or
Beneficiary who has elected the optional form of payment under Section 16.2 may
revoke or change his election at any time prior to the date as of which his
benefit commences by filing with the Administrator a written election in the
form prescribed by the Administrator.
16.4      Direct
Rollover
Notwithstanding any other
provision of the Plan to the contrary, in lieu of receiving distribution in the
form of payment provided under this Article, a "qualified distributee"
may elect in writing, in accordance with rules prescribed by the Administrator,
to have any portion or all of a distribution made on or after January 1, 1993,
that is an "eligible rollover distribution" paid directly by the Plan
to the "eligible retirement plan" designated by the "qualified
distributee"; provided, however, that this provision shall not apply if the
total distribution is less than $200 and that a "qualified
distributee" may not elect this provision with respect to a portion of a
distribution that is less than $500. Any such payment by the Plan to another
"eligible retirement plan" shall be a direct rollover. For purposes of
this Section, the following terms have the following meanings:
(a)
An "eligible retirement plan" means an individual retirement account
described in Section 408(a) of the Code, an individual retirement annuity
described in Section 408(b) of the Code, an annuity plan described in Section
403(a) of the Code, or a qualified trust described in Section 401(a) of the Code
that accepts rollovers; provided, however, that, in the case of a direct
rollover by a surviving spouse, an eligible retirement plan does not include a
qualified trust described in Section 401(a) of the Code.
(b)
An "eligible rollover distribution" means any distribution of all or
any portion of the balance of a Participant's Separate Account; provided,
however, that an eligible rollover distribution does not include: any
distribution that is one of a series of substantially equal periodic payments
made not less frequently than annually for the life or life expectancy of the
qualified distributee or the joint lives or joint life expectancies of the
qualified distributee and the qualified distributee's designated
beneficiary, or for a specified period of ten years or more; and any
distribution to the extent such distribution is required under Section 401(a)(9)
of the Code.
(c)
A "qualified distributee" means a Participant, his surviving spouse,
or his spouse or former spouse who is an alternate payee under a qualified
domestic relations order, as defined in Section 414(p) of the Code.
16.5      Notice
Regarding Forms of Payment
Within the 60 day period
ending 30 days before the date as of which distribution of a Participant's
Separate Account commences, the Administrator shall provide the Participant with
a written explanation of his right to defer distribution until his Normal
Retirement Date, his right to make a direct rollover, and the forms of payment
available under the Plan. Distribution of the Participant's Separate
Account may commence less than 30 days after such notice is provided to the
Participant if (i) the Administrator clearly informs the Participant of his
right to consider his election of whether or not to make a direct rollover or to
receive a distribution prior to his Normal Retirement Date and his election of a
form of payment for a period of at least 30 days following his receipt of the
notice and (ii) the Participant, after receiving the notice, affirmatively
elects an early distribution.
16.6     
Reemployment
If a Participant is reemployed by an Employer or a Related Company prior to receiving distribution of the entire
balance of his vested interest in his Separate Account, his prior election of a form of payment hereunder shall
become ineffective.
ARTICLE XVII
BENEFICIARIES
17.1      Designation
of Beneficiary
A married
Participant's Beneficiary shall be his spouse, unless the Participant
designates a person or persons other than his spouse as Beneficiary with his
spouse's written consent. A Participant may designate a Beneficiary on the
form prescribed by the Administrator. If no Beneficiary has been designated
pursuant to the provisions of this Section, or if no Beneficiary survives the
Participant and he has no surviving spouse, then the Beneficiary under the Plan
shall be the Participant's estate. If a Beneficiary dies after becoming
entitled to receive a distribution under the Plan but before distribution is
made to him in full, and if no other Beneficiary has been designated to receive
the balance of the distribution in that event, the estate of the deceased
Beneficiary shall be the Beneficiary as to the balance of the distribution.
17.2      Spousal
Consent Requirements
Any written spousal consent
given pursuant to this Article must acknowledge the effect of the action taken
and must be witnessed by a Plan representative or a notary public. The
spouse's written consent may be a general consent that permits the
Participant to change the designated Beneficiary without the spouse's
further consent. A Participant's spouse will be deemed to have given
written consent to the Participant's designation of Beneficiary if the
Participant establishes to the satisfaction of a Plan representative that such
consent cannot be obtained because the spouse cannot be located or because of
other circumstances set forth in Section 401(a)(11) of the Code and regulations
issued thereunder. Any written consent given or deemed to have been given by a
Participant's spouse hereunder shall be valid only with respect to the
spouse who signs the consent.
ARTICLE XVIII
ADMINISTRATION
18.1      Authority
of the Sponsor
The Sponsor, which shall be
the administrator for purposes of ERISA and the plan administrator for purposes
of the Code, shall be responsible for the administration of the Plan and, in
addition to the powers and authorities expressly conferred upon it in the Plan,
shall have all such powers and authorities as may be necessary to carry out the
provisions of the Plan, including the power and authority to interpret and
construe the provisions of the Plan, to make benefit determinations, and to
resolve any disputes which arise under the Plan. The Sponsor may employ such
attorneys, agents, and accountants as it may deem necessary or advisable to
assist in carrying out its duties hereunder. The Sponsor and the Trustee shall
be "named fiduciaries" as that term is defined in Section 402(a)(2) of
ERISA. The Sponsor may:
(a)
allocate any of the powers, authority, or responsibilities for the operation and administration of
             the Plan, which are retained by it or granted to it by this Article, to the Trustee; and
(b)
designate a person or persons other than the Sponsor to carry out any of such powers, authority, or
             responsibilities;
except that no power,
authority, or responsibility of the Trustee shall be subject to the provisions
of paragraph (b) of this Section, and except that no allocation or delegation by
the Sponsor of any of its powers, authority, or responsibilities to the Trustee
shall become effective unless such allocation or delegation shall first be
accepted by the Trustee in a writing signed by it and delivered to the Sponsor.
18.2      Action of
the Sponsor
Any act authorized,
permitted, or required to be taken under the Plan by the Sponsor and which has
not been delegated in accordance with Section 18.1, may be taken by a majority
of the members of the board of directors of the Sponsor, either by vote at a
meeting, or in writing without a meeting, or by the employee or employees of the
Sponsor designated by the board of directors to carry out such acts on behalf of
the Sponsor. All notices, advice, directions, certifications, approvals, and
instructions required or authorized to be given by the Sponsor as under the Plan
shall be in writing and signed by either (i) a majority of the members of
the board of directors of the Sponsor or by such member or members as may be
designated by an instrument in writing, signed by all the members thereof, as
having authority to execute such documents on its behalf, or (ii) the employee
or employees authorized to act for the Sponsor in accordance with the provisions
of this Section.
18.3      Claims
Review Procedure
Except to the extent that
the provisions of any collective bargaining agreement provide another method of
resolving claims for benefits under the Plan, the provisions of this Section
shall control with respect to the resolution of such claims. Whenever a claim
for benefits under the Plan filed by any person (herein referred to as the
"Claimant") is denied, whether in whole or in part, the Sponsor shall
transmit a written notice of such decision to the Claimant within 90 days of the
date the claim was filed or, if special circumstances require an extension,
within 180 days of such date, which notice shall be written in a manner
calculated to be understood by the Claimant and shall contain a statement of
(i) the specific reasons for the denial of the claim, (ii) specific
reference to pertinent Plan provisions on which the denial is based, and
(iii) a description of any additional material or information necessary for
the Claimant to perfect the claim and an explanation of why such information is
necessary. The notice shall also include a statement advising the Claimant that,
within 60 days of the date on which he receives such notice, he may obtain
review of such decision in accordance with the procedures hereinafter set forth.
Within such 60day period, the Claimant or his authorized representative may
request that the claim denial be reviewed by filing with the Sponsor a written
request therefor, which request shall contain the following information:
(a)
the date on which the Claimant's request was filed with the Sponsor;
provided, however, that the date on which the Claimant's request for review
was in fact filed with the Sponsor shall control in the event that the date of
the actual filing is later than the date stated by the Claimant pursuant to this
paragraph;
(b)
the specific portions of the denial of his claim which the Claimant requests the Sponsor to review;
(c)
a statement by the Claimant setting forth the basis upon which he believes the
Sponsor should reverse the previous denial of his claim for benefits and accept
his claim as made; and
(d)
any written material (offered as exhibits) which the Claimant desires the
Sponsor to examine in its consideration of his position as stated pursuant to
paragraph (c) of this Section.
Within 60 days of the date
determined pursuant to paragraph (a) of this Section or, if special
circumstances require an extension, within 120 days of such date, the Sponsor
shall conduct a full and fair review of the decision denying the Claimant's
claim for benefits and shall render its written decision on review to the
Claimant. The Sponsor's decision on review shall be written in a manner
calculated to be understood by the Claimant and shall specify the reasons and
Plan provisions upon which the Sponsor's decision was based.
18.4      Qualified
Domestic Relations Orders
The Sponsor shall establish
reasonable procedures to determine the status of domestic relations orders and
to administer distributions under domestic relations orders which are deemed to
be qualified orders. Such procedures shall be in writing and shall comply with
the provisions of Section 414(p) of the Code and regulations issued thereunder.
18.5     
Indemnification
In addition to whatever
rights of indemnification the Trustee or the members of the board of directors
of the Sponsor or any employee or employees of the Sponsor to whom any power,
authority, or responsibility is delegated pursuant to Section 18.2, may be
entitled under the articles of incorporation or regulations of the Sponsor,
under any provision of law, or under any other agreement, the Sponsor shall
satisfy any liability actually and reasonably incurred by any such person or
persons, including expenses, attorneys' fees, judgments, fines, and amounts
paid in settlement (other than amounts paid in settlement not approved by the
Sponsor), in connection with any threatened, pending or completed action, suit,
or proceeding which is related to the exercising or failure to exercise by such
person or persons of any of the powers, authority, responsibilities, or
discretion as provided under the Plan, or reasonably believed by such person or
persons to be provided hereunder, and any action taken by such person or persons
in connection therewith, unless the same is judicially determined to be the
result of such person's or persons' gross negligence or willful
misconduct.
18.6      Actions
Binding
Subject to the provisions
of Section 18.3, any action taken by the Sponsor which is authorized, permitted,
or required under the Plan shall be final and binding upon the Employers, the
Trustee, all persons who have or who claim an interest under the Plan, and all
third parties dealing with the Employers or the Trustee.
ARTICLE XIX
AMENDMENT
AND TERMINATION
19.1      Amendment
Subject to the provisions
of Section 19.2, the Sponsor may at any time and from time to time, by action of
its board of directors, or such officers of the Sponsor as are authorized by its
board of directors, amend the Plan, either prospectively or retroactively. Any
such amendment shall be by written instrument executed by the Sponsor.
19.2     
Limitation on Amendment
The Sponsor shall make no
amendment to the Plan which shall decrease the accrued benefit of any
Participant or Beneficiary, except that nothing contained herein shall restrict
the right to amend the provisions of the Plan relating to the administration of
the Plan and Trust. Moreover, no such amendment shall be made hereunder which
shall permit any part of the Trust to revert to an Employer or any Related
Company or be used or be diverted to purposes other than the exclusive benefit
of Participants and Beneficiaries.
19.3     
Termination
The Sponsor reserves the
right, by action of its board of directors, to terminate the Plan as to all
Employers at any time (the effective date of such termination being hereinafter
referred to as the "termination date"). Upon any such termination of
the Plan, the following actions shall be taken for the benefit of Participants
and Beneficiaries:
(a)
As of the termination date, each Investment Fund shall be valued and all
Separate Accounts and Sub-Accounts shall be adjusted in the manner provided in
Article XI, with any unallocated contributions or forfeitures being allocated as
of the termination date in the manner otherwise provided in the Plan. The
termination date shall become a Valuation Date for purposes of Article XI. In
determining the net worth of the Trust, there shall be included as a liability
such amounts as shall be necessary to pay all expenses in connection with the
termination of the Trust and the liquidation and distribution of the property of
the Trust, as well as other expenses, whether or not accrued, and shall include
as an asset all accrued income.
(b)
All Separate Accounts shall then be disposed of to or for the benefit of each
Participant or Beneficiary in accordance with the provisions of Article XV as if
the termination date were his Settlement Date; provided, however, that
notwithstanding the provisions of Article XV, if the Plan does not offer an
annuity option and if neither his Employer nor a Related Company establishes or
maintains another defined contribution plan (other than an employee stock
ownership plan as defined in Section 4975(e)(7) of the Code), the
Participant's written consent to the commencement of distribution shall not
be required regardless of the value of the vested portions of his Separate
Account.
(c)
Notwithstanding the provisions of paragraph (b) of this Section, no distribution
shall be made to a Participant of any portion of the balance of his Tax-Deferred
Contributions Sub-Account prior to his separation from service (other than a
distribution made in accordance with Article XIII or required in accordance
with Section 401(a)(9) of the Code) unless (i) neither his Employer nor a
Related Company establishes or maintains another defined contribution plan
(other than an employee stock ownership plan as defined in Section 4975(e)(7) of
the Code, a tax credit employee stock ownership plan as defined in Section 409
of the Code, or a simplified employee pension as defined in Section 408(k) of
the Code) either at the time the plan is terminated or at any time during the
period ending 12 months after distribution of all assets from the Plan;
provided, however, that this provision shall not apply if fewer than two percent
of the Eligible Employees under the Plan were eligible to participate at any
time in such other defined contribution plan during the 24-month period
beginning 12 months before the Plan termination, and (ii) the distribution the
Participant receives is a "lump sum distribution" as defined in
Section 402(e)(4) of the Code, without regard to clauses (i), (ii), (iii), and
(iv) of subparagraph (A), subparagraph (B), or subparagraph (H) thereof.
Notwithstanding anything to
the contrary contained in the Plan, upon any such Plan termination, the vested
interest of each Participant and Beneficiary in his Employer Contributions
Sub-Account shall be 100 percent; and, if there is a partial termination of the
Plan, the vested interest of each Participant and Beneficiary who is affected by
the partial termination in his Employer Contributions Sub-Account shall be 100
percent. For purposes of the preceding sentence only, the Plan shall be deemed
to terminate automatically if there shall be a complete discontinuance of
contributions hereunder by all Employers.
19.4     
Reorganization
The merger, consolidation,
or liquidation of any Employer with or into any other Employer or a Related
Company shall not constitute a termination of the Plan as to such Employer. If
an Employer disposes of substantially all of the assets used by the Employer in
a trade or business or disposes of a subsidiary and in connection therewith one
or more Participants terminates employment but continues in employment with the
purchaser of the assets or with such subsidiary, no distribution from the Plan
shall be made to any such Participant prior to his separation from service
(other than a distribution made in accordance with Article XIII or required in
accordance with Section 401(a)(9) of the Code), except that a distribution shall
be permitted to be made in such a case, subject to the Participant's
consent (to the extent required by law), if (i) the distribution would
constitute a "lump sum distribution" as defined in section 402(e)(4)
of the Code, without regard to clauses (i), (ii), (iii), or (iv) of subparagraph
(A), subparagraph (B), or subparagraph (H) thereof, (ii) the Employer continues
to maintain the Plan after the disposition, (iii) the purchaser does not
maintain the Plan after the disposition, and (iv) the distribution is made by
the end of the second calendar year after the calendar year in which the
disposition occurred.
19.5     
Withdrawal of an Employer
An Employer other than the
Sponsor may withdraw from the Plan at any time upon notice in writing to the
Administrator (the effective date of such withdrawal being hereinafter referred
to as the "withdrawal date"), and shall thereupon cease to be an
Employer for all purposes of the Plan. An Employer shall be deemed automatically
to withdraw from the Plan in the event of its complete discontinuance of
contributions, or, subject to Section 19.4 and unless the Sponsor otherwise
directs, it ceases to be a Related Company of the Sponsor or any other Employer.
The withdrawal of an Employer shall be treated as a termination of the Plan with
respect to Participants who at the time are employed by such Employer. In the
event of any such withdrawal of an Employer, the action specified in Section
19.3 shall be taken as of the withdrawal date, as on a termination of the Plan,
but with respect only to Participants who are employed solely by the withdrawing
Employer, and who, upon such withdrawal, are neither transferred to nor
continued in employment with any other Employer or a Related Company. The
interest of any Participant employed by the withdrawing Employer who is
transferred to or continues in employment with any other Employer or a Related
Company, and the interest of any Participant employed solely by an Employer or a
Related Company other than the withdrawing Employer, shall remain unaffected by
such withdrawal; no adjustment to his Separate Accounts shall be made by reason
of the withdrawal; and he shall continue as a Participant hereunder subject to
the remaining provisions of the Plan.
ARTICLE XX
ADOPTION BY
OTHER EMPLOYERS
20.1      Adoption by
Related Companies
A Related Company that is
not an Employer may, with the consent of the Sponsor, adopt the Plan and become
an Employer hereunder by causing an appropriate written instrument evidencing
such adoption to be executed in accordance with the requirements of its
organizational authority. Any such instrument shall specify the effective date
of the adoption.
20.2      Effective
Plan Provisions
An Employer who adopts the Plan
shall be bound by the provisions of the Plan in effect at the time of the
adoption and as subsequently in effect because of any amendment to the Plan.
ARTICLE XXI
MISCELLANEOUS
PROVISIONS
21.1      No
Commitment as to Employment
Nothing contained herein
shall be construed as a commitment or agreement upon the part of any person to
continue his employment with an Employer or Related Company, or as a commitment
on the part of any Employer or Related Company to continue the employment,
compensation, or benefits of any person for any period.
21.2      Benefits
Nothing in the Plan nor the
Trust Agreement shall be construed to confer any right or claim upon any person,
firm, or corporation other than the Employers, the Trustee, Participants, and
Beneficiaries.
21.3      No
Guarantees
The Employers, the
Administrator, and the Trustee do not guarantee the Trust from loss or
depreciation, nor do they guarantee the payment of any amount which may become
due to any person hereunder.
21.4      Expenses
The expenses of
administration of the Plan, including the expenses of the Administrator and fees
of the Trustee, shall be paid from the Trust or by the Sponsor or another
Employer as the Sponsor shall direct. Notwithstanding the foregoing,
administrative expenses that are allocable to the Separate Account of a specific
Participant shall be paid from that Separate Account or by the Sponsor or
another Employer as the Sponsor shall direct.
21.5      Precedent
Except as otherwise
specifically provided, no action taken in accordance with the Plan shall be
construed or relied upon as a precedent for similar action under similar
circumstances.
21.6      Duty to
Furnish Information
The Employers, the
Administrator, and the Trustee shall furnish to any of the others any documents,
reports, returns, statements, or other information that the other reasonably
deems necessary to perform its duties hereunder or otherwise imposed by law.
21.7     
Withholding
The Trustee shall withhold any tax which by any present or future law is required to be withheld, and which the
Administrator notifies the Trustee in writing is to be so withheld, from any payment to any Participant or
Beneficiary hereunder.
21.8      Merger,
Consolidation, or Transfer of Plan Assets
The Plan shall not be
merged or consolidated with any other plan, nor shall any of its assets or
liabilities be transferred to another plan, unless, immediately after such
merger, consolidation, or transfer of assets or liabilities, each Participant in
the Plan would receive a benefit under the Plan which is at least equal to the
benefit he would have received immediately prior to such merger, consolidation,
or transfer of assets or liabilities (assuming in each instance that the Plan
had then terminated).
21.9      Back Pay
Awards
The provisions of this
Section shall apply only to an Employee or former Employee who becomes entitled
to back pay by an award or agreement of an Employer without regard to mitigation
of damages. If a person to whom this Section applies was or would have become an
Eligible Employee after such back pay award or agreement has been effected, and
if any such person who had not previously elected to make Tax-Deferred
Contributions pursuant to Section 4.1 shall within 30 days of the date he
receives notice of the provisions of this Section make an election to make
Tax-Deferred Contributions in accordance with such Section 4.1 (retroactive to
any Enrollment Date as of which he was or has become eligible to do so), then
such Participant may elect that any Tax-Deferred Contributions not previously
made on his behalf but which, after application of the foregoing provisions of
this Section, would have been made under the provisions of Article IV, shall be
made out of the proceeds of such back pay award or agreement. In addition, if
any such Employee or former Employee would have been eligible to participate in
the allocation of Employer Contributions under the provisions of Article VI for
any prior Plan Year after such back pay award or agreement has been effected,
his Employer shall make an Employer Contribution equal to the amount of the
Employer Contribution which would have been allocated to such Participant under
the provisions of Article VI as in effect during each such Plan Year. The
amounts of such additional contributions shall be credited to the Separate
Account of such Participant. Any additional contributions made by such
Participant and by an Employer pursuant to this Section shall be made in
accordance with, and subject to the limitations of the applicable provisions of
Articles IV, VI, and VII.
21.10     
Condition on Employer Contributions
Notwithstanding anything to
the contrary contained in the Plan or the Trust Agreement, any contribution of
an Employer hereunder is conditioned upon the continued qualification of the
Plan under Section 401(a) of the Code, the exempt status of the Trust under
Section 501(a) of the Code, and the deductibility of the contribution under
Section 404 of the Code. Except as otherwise provided in this Section and
Section 21.11, however, in no event shall any portion of the property of the
Trust ever revert to or otherwise inure to the benefit of an Employer or any
Related Company.
21.11      Return
of Contributions to an Employer
Notwithstanding any other provision of the Plan or the Trust Agreement to the contrary, in the event any
contribution of an Employer made hereunder:
(a)
is made under a mistake of fact, or
(b)
is disallowed as a deduction under Section 404 of the Code,
such contribution may be returned
to the Employer within one year after the payment of the contribution or the
disallowance of the deduction to the extent disallowed, whichever is applicable.
In the event the Plan does not initially qualify under Section 401(a) of the
Code, any contribution of an Employer made hereunder may be returned to the
Employer within one year of the date of denial of the initial qualification of
the Plan, but only if an application for determination was made within the
period of time prescribed under Section 403(c)(2)(B) of ERISA.
21.12      Validity
of Plan
The validity of the Plan
shall be determined and the Plan shall be construed and interpreted in
accordance with the laws of the Commonwealth of Massachusetts, except as
preempted by applicable Federal law. The invalidity or illegality of any
provision of the Plan shall not affect the legality or validity of any other
part thereof.
21.13      Trust
Agreement
The Trust Agreement and the
Trust maintained thereunder shall be deemed to be a part of the Plan as if fully
set forth herein and the provisions of the Trust Agreement are hereby
incorporated by reference into the Plan.
21.14     Parties
Bound
The Plan shall be binding upon
the Employers, all Participants and Beneficiaries hereunder, and, as the case
may be, the heirs, executors, administrators, successors, and assigns of each of
them.
21.15     
Application of Certain Plan Provisions
A Participant's
Beneficiary, if the Participant has died, or alternate payee under a qualified
domestic relations order shall be treated as a Participant for purposes of
directing investments as provided in Article X. For purposes of the general
administrative provisions and limitations of the Plan, a Participant's
Beneficiary or alternate payee under a qualified domestic relations order shall
be treated as any other person entitled to receive benefits under the Plan. Upon
any termination of the Plan, any such Beneficiary or alternate payee under a
qualified domestic relations order who has an interest under the Plan at the
time of such termination, which does not cease by reason thereof, shall be
deemed to be a Participant for all purposes of the Plan.
21.16      Leased
Employees
Any leased employee, other
than an excludable leased employee, shall be treated as an employee of the
Employer for which he performs services for all purposes of the Plan; provided,
however, that contributions to a qualified plan made on behalf of a leased
employee by the leasing organization that are attributable to services for the
Employer shall be treated as having been made by the Employer and there shall be
no duplication of benefits under this Plan. A "leased employee" means
any person who performs services for an Employer or a Related Company (the
"recipient") (other than an employee of the recipient) pursuant to an
agreement between the recipient and any other person (the "leasing
organization") on a substantially full-time basis for a period of at least
one year, provided that such services are of a type historically performed, in
the business field of the recipient, by employees. An "excludable leased
employee" means any leased employee of the recipient who is covered by a
money purchase pension plan maintained by the leasing organization which
provides for (i) a nonintegrated employer contribution on behalf of each
participant in the plan equal to at least ten percent of compensation, (ii) full
and immediate vesting, and (iii) immediate participation by employees of the
leasing organization (other than employees who perform substantially all of
their services for the leasing organization or whose compensation from the
leasing organization in each plan year during the four-year period ending with
the plan year is less than $1,000); provided, however, that leased employees do
not constitute more than 20 percent of the recipient's nonhighly
compensated work force. For purposes of this Section, contributions or benefits
provided to a leased employee by the leasing organization that are attributable
to services performed for the recipient shall be treated as provided by the
recipient.
21.17     
Transferred Funds
If funds from another
qualified plan are transferred or merged into the Plan, such funds shall be held
and administered in accordance with any restrictions applicable to them under
such other plan to the extent required by law and shall be accounted for
separately to the extent necessary to accomplish the foregoing.
ARTICLE XXII
TOP-HEAVY
PROVISIONS
22.1     
Applicability
There shall be no top-heavy provisions applicable under the Plan.
ARTICLE XXIII
EFFECTIVE
DATE
23.1      Effective
Date of Amendment and Restatement
This amendment and restatement is effective as of July 1, 1995.
*          *          *
EXECUTED AT Houston,
Texas, this 6th day of June,
1995.
FRONTIER OIL CORPORATION
By:      George E. Aldrich
Title:   Vice President
ADDENDUM
Re: PLAN
LOANS
01.      Loans
Restricted to Eligible Employees
No loans shall be made to
an Employee who makes a Rollover Contribution in accordance with Article IV, but
who is not an Eligible Employee as provided in Article III.
02.      Minimum
Loan Amount
A Participant may not request a loan for less than $1,000.
03.      Maximum Number
of Outstanding Loans
A Participant with an
outstanding loan may not apply for another loan until the existing loan is paid
in full and may not refinance an existing loan or attain a second loan for the
purpose of paying off the existing loan; provided, however, that a home loan
that is used for purchasing a primary residence shall not be considered in
applying this limitation. A Participant may not apply for more than one loan
during the Plan Year.
The provisions of this
Section shall not apply to any loans made prior to the effective date of this
amendment and restatement; provided, however, that a Participant may not apply
for a new loan hereunder, except a home loan as described above, until all
outstanding loans made to the Participant prior to the effective date of this
amendment and restatement have been paid in full.
AMENDMENT
TO
FRONTIER OIL
CORPORATION AND SUBSIDIARIES
COLLECTIVELY BARGAINED
EMPLOYEES RETIREMENT SAVINGS PLAN
WHEREAS, the Frontier Oil Corporation (the "Sponsor") adopted the Frontier Oil
Corporation and Subsidiaries Collectively Bargained Employees Retirement Savings Plan (the
"Plan"), most recently amended and restated effective July 1, 1995; and
WHEREAS, the Sponsor desires to amend the plan;
NOW THEREFORE, the Sponsor amends the plan as follows, effective July 23, 1996:
Section 4.4 of the Plan is amended to add to the end thereof the following sentence:
An Eligible Employee who is a member of the Oil, Chemical and Atomic Worker's
         International Union on whose behalf Tax-Deferred Contributions are being made shall
         automatically have such contributions suspended during any period in which he is drawing
         sick leave pay.
IN WITNESS WHEREOF, the Sponsor has executed this instrument this 21st day of
October, 1997.
FRONTIER OIL CORPORATION
By:       Jon D. Galvin
Title:      Vice President
AMENDMENT TO THE
FRONTIER OIL
CORPORATION AND SUBSIDIARIES
RETIREMENT
SAVINGS PLAN AND
THIRD AMENDMENT TO THE TRUST AGREEMENT
WHEREAS, Frontier Oil Corporation, now known as Frontier Refining & Marketing Inc.
(the "Sponsor") adopted the Frontier Oil Corporation and Subsidiaries Collectively Bargained
Employees Retirement Savings Plan, now known as Frontier Refining & Marketing Inc. and
Subsidiaries Collectively Bargained Employees Retirement Savings Plan (the "Plan"), and the
related Trust Agreement (the "Trust"), most recently amended and restated effective May 1,
1998; and
WHEREAS, the Sponsor desires to amend the Plan and Trust;
NOW, THEREFORE, the Sponsor amends the Plan and Trust as follows, effective April
23, 1998:
1.
All references to "Frontier Oil Corporation" throughout the Plan and Trust shall be
                  replaced with "Frontier Refining & Marketing Inc.".
2.
All references to "Frontier Oil Corporation and Subsidiaries Collectively Bargained
                  Employees Retirement Savings Plan" throughout the Plan and Trust shall be
                  replaced with "Frontier Refining & Marketing Inc. and Subsidiaries Collectively
                  Bargained Employees Retirement Savings Plan".
IN WITNESS WHEREOF, the Sponsor has executed this instrument this 30th day of
November, 1998.
FIDELITY MANAGEMENT TRUST
COMPANY
By:          Bernadine C. Topazio
Title:      Authorized Signature
FRONTIER REFINING & MARKETING INC.
By:         Jon D. Galvin
Title:    Vice President - Chief Financial Officer
AMENDMENT
TO
FRONTIER
REFINING & MARKETING INC. AND SUBSIDIARIES
COLLECTIVELY
BARGAINED EMPLOYEES
RETIREMENT
SAVINGS PLAN
WHEREAS, the Frontier Refining & Marketing Inc. (the "Sponsor") adopted the Frontier
Refining & Marketing Inc. and Subsidiaries Collectively Bargained Employees Retirement
Savings Plan (the "Plan"), most recently amended and restated effective April 23, 1998; and
WHEREAS, the Sponsor desires to amend the Plan;
NOW, THEREFORE, the Sponsor amends the Plan as follows, effective January 1, 1999;
Section 4.4 of the Plan is amended to delete to the end thereof the following sentence:
An Eligible Employee who is a member of the Oil, Chemical and Atomic Worker's
         International Union on whose behalf Tax-Deferred Contributions are being made shall
         automatically have such contribution suspended during any period in which he is drawing
         sick leave pay.
IN WITNESS WHEREOF, the Sponsor has executed this instrument this 6th day of April,
1999.
FRONTIER REFINING & MARKETING INC.
By:       Jon D. Galvin
Title:      Vice President - Chief Financial Officer
AMENDMENT TO THE
FRONTIER
REFINING & MARKETING INC. AND SUBSIDIARIES
RETIREMENT
SAVINGS PLAN
WHEREAS, Frontier Refining & Marketing Inc. (the "Sponsor") desires to amend the
Frontier Refining & Marketing Inc. and Subsidiaries Collectively Bargained Employees
Retirement Savings Plan (the "Plan");
NOW, THEREFORE, the Sponsor amends the Plan as follows, effective February 28,
1999,
To amend Article 4.2 of the Plan to increase tax deferred contributions from 13 percent to
         15 percent of compensation.
IN WITNESS WHEREOF, the Sponsor has executed this instrument this 1st day of
September, 1999.
FRONTIER REFINING & MARKETING INC.
By:       Jon D. Galvin
Title:      Vice President - Chief Financial Officer
AMENDMENT TO
FRONTIER REFINING & MARKETING INC.
AND SUBSIDIARIES COLLECTIVE BARGAINED EMPLOYEES RETIREMENT SAVINGS PLAN
WHEREAS, Frontier Refining & Marketing Inc.(the "Sponsor") adopted the Frontier Refining & Marketing
Inc. and Subsidiaries Retirement Savings Plan (the "Plan"), most recently amended and restated effective July 1,
1995, and
WHEREAS, the Sponsor desires to amend the Plan;
NOW, THEREFORE, the Sponsor amends the Plan as follows, effective May 1, 2001:
1.          Section 6.8 of the Plan is amended and restated to read, in its entirety, as follows:
6.8         Payment of Employer Contributions

         Employer Contributions made for a Contribution Period shall be paid in cash or in qualifying employer
         securities, as defined in Section 407(d)(5) of ERISA, to the Trustee within the period of time required
         under the Code in order for the contribution to be deductible by the Employer in determining its Federal
         income taxes for the Plan Year.
2.          Section 8.1 of the Plan is amended by adding the following sentence to the end thereof:
The General Fund may be invested in whole or in part in equity securities issued by an Employer or a
         Related Company that are publicly traded and are "qualifying employer securities" as defined in Section
         407(d)(5) of ERISA.
3.          Section 8.2 of the Plan is amended by adding the following paragraph to the end thereof:
The Sponsor may determine to offer one or more Investment Funds that are invested in whole or in part in
         equity securities issued by an Employer or a Related Company that are publicly traded and are
         "qualifying employer securities" as defined in Section 407(d)(5) of ERISA.
4.          The first sentence of Section 10.2 of the Plan is amended to read as follows:
All Rollover Contributions, Tax-Deferred Contributions and Employer Contributions shall be deposited in
         the Trust and allocated among the Investment Funds in accordance with the Participant's currently
         effective investment election; provided, however, that any contributions made to the Plan in qualifying
         employer securities shall be allocated to the Employer securities Investment Fund established by the
         Sponsor, pending directions to the Administrator regarding their future investment.
5.          Section 10.3 of the Plan is amended by adding the following paragraph to the end thereof:
         Notwithstanding any provision hereof to the contrary, if a Participant elects to transfer an amount out
         of the Employer securities Investment Fund, he will not be permitted to transfer any amounts into the
         Employer securities Investment Fund for a period of 30 days from the date of the transfer.  Furthermore,
         a Participant may not transfer amounts into the Employer securities Investment Fund if such transfer
         would result in the Participant having more than 25% of his Account invested in the Employer securities
         Investment Fund.
IN WITNESS WHEREOF, the Sponsor has executed this instrument this 19th day of April,
         2001.
FRONTIER REFINING & MARKETING INC.
By:       Julie H. Edwards
Title:     Executive Vice President - Finance &
                                                              Administration