Plan and Trust Agreement (2004)Full Document 

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                                  INTRODUCTION

         1.1.1 ADOPTION AND TITLE. The parties hereby adopt a Plan and a Trust
Agreement to be known by the names set forth in the Adoption Agreement.

         1.1.2 EFFECTIVE DATE. The provisions of this Plan and the Trust shall
be effective as of the Effective Date set forth in the Adoption Agreement.

         1.1.3 PURPOSE. This Plan and the Trust are established for the purpose
of providing retirement benefits to eligible Employees in accordance with the
Plan and the Adoption Agreement. If the Employer designates the Plan as a Cash
or Deferred Profit Sharing Plan (CODA) in the Adoption Agreement, the Plan is
also intended to enable eligible Employees to supplement their retirement by
electing to have the Employer contribute amounts to the Plan and the Trust in
lieu of payments to such Employees in cash and the Plan and the Trust are
intended to satisfy the provisions of section 401(k) of the Internal Revenue
Code of 1986, as amended.



                                    ARTICLE 2

                                   DEFINITIONS

         As used in this Plan, the Trust, and the Adoption Agreement, the
following terms shall have the following meanings:

         1.2.1 "ACCOUNT": The Employer Account, Controlled Account, Elective
Contribution Account, Matching Account, Qualified Matching Account, Qualified
Non-Elective Contribution Account, Voluntary Account or Segregated Account of a
Participant, as the context requires, established and maintained for accounting
purposes.

         1.2.2 "ACP": The actual contribution percentage determined in
accordance with the provisions of Part II, Article VII.

         1.2.3 "ACT": The Employee Retirement Income Security Act of 1974, as
amended from time to time.

         1.2.4 "ADP": The actual deferral percentage determined in accordance
with the provisions of Part II, Article VII.

         1.2.5 "ALTERNATE PAYEE": Alternate Payee means any spouse, former
spouse, child or other dependent of a Participant who is recognized by a
Qualified Domestic Relations Order as having a right to receive all, or a
portion of, the benefits payable under this, or any other plan of the Employer,
with respect to such Participant.

         1.2.6 "ANNIVERSARY DATE": Unless otherwise specified in the Adoption
Agreement, the last day of each Plan Year.

         1.2.7 "ANNUITY STARTING DATE": The first day of the first period for
which an amount is payable as an annuity or any other form.

         1.2.8 "AVERAGE MONTHLY COMPENSATION": Unless otherwise specified in the
Adoption Agreement, the total Compensation paid by the Employer to a Participant
during 36 consecutive months within the consecutive Compensation Computation
Periods while a Participant which produce the highest Average Monthly
Compensation provided that, if the Participant's entire period of service is
less than the specified period, the Participant's Average Monthly Compensation
shall be determined by averaging (on a monthly basis) the Compensation received
by the Participant during the Participant's entire period of service for the
Employer or participation in the Plan, as elected in the Adoption Agreement.

For the purpose of determining Average Monthly Compensation, all Compensation
shall be included, except the following Compensation may be excluded:
Compensation received before the first day of the Compensation Computation
Period which ends within the initial Plan Year of participation, Compensation
received during the Compensation Computation Period in which the Participant
attains Normal Retirement Age, Compensation received during the Compensation
Computation Period in which the Participant terminates employment with the
Employer and Compensation received during the Compensation Computation Period in
which the Plan terminates.

         1.2.9 "BASE BENEFIT PERCENTAGE": The Base Benefit Percentage is the
rate, expressed as a percentage of Compensation, at which Employer-derived
benefits are accrued with respect to Compensation of Participants at or below
the Social Security Integration Level for the Plan Year.

         1.2.10 "BENEFICIARY": The person or persons entitled hereunder to
receive the benefits which may be



payable upon or after a Participant's death.

         1.2.11 "BOARD OF DIRECTORS": The Board of Directors of an incorporated
Employer.

         1.2.12 "BREAK IN SERVICE": The failure of a Participant to complete
more than five hundred (500) Hours of Service or such lesser number specified in
the Adoption Agreement during any 12 consecutive month computation period,
beginning with a Participant's first computation period after becoming a
Participant. Under the Elapsed Time Method substitute either 91 consecutive
calendar days or 3 consecutive calendar months for 500 Hours of Service. A Year
of Service and a Break in Service shall be measured on the same computation
period. Under the Elapsed Time Method of service counting, the term "one year
Period of Severance" shall be substituted for the term "1 year Break in
Service". The computation period shall be specified by the Employer in the
Adoption Agreement.

         1.2.13 "CODE": The Internal Revenue Code of 1986, as amended from time
to time.

         1.2.14 "COMPENSATION": The Compensation as defined in this Section and
as specified in the Adoption Agreement (or Earned Income in the case of a
Self-Employed Individual) which is actually paid to the Participant by the
Employer during the Compensation Computation Period. The Employer shall elect in
the Adoption Agreement, whether Compensation shall include or exclude any amount
which is contributed by the Employer pursuant to a salary reduction agreement
and which is not includible in the gross income of the Employee under sections
125, 132(f)(4) 402(e)(3), 402(h), or 403(b) of the Code.

For Plan Years beginning on or after January 1, 1989, and before January 1,
1994, the annual compensation of each Participant taken into account for
determining all benefits provided under the Plan for any Plan Year shall not
exceed $200,000. This limitation shall be adjusted by the Secretary of the
Treasury at the same time and in the same manner as under section 415(d) of the
Code, except that the dollar increase in effect on January 1 of any calendar
year is effective for Plan Years beginning in such calendar year and the first
adjustment to the $200,000 limitation is effective on January 1, 1990.

For Plan Years beginning on or after January 1, 1994, the annual compensation of
each Participant taken into account for determining all benefits provided under
the Plan for any Plan Year shall not exceed $150,000, as adjusted for increases
in the cost-of-living in accordance with section 401(a)(17)(B) of the Internal
Revenue Code. The cost-of-living adjustment in effect for a calendar year
applies to any determination period beginning in such calendar year.

If a determination period consists of fewer than 12 months, the annual
compensation limit is an amount equal to the otherwise applicable annual
compensation limit multiplied by a fraction, the numerator of which is the
number of months in the short determination period, and the denominator of which
is 12.

If Compensation for any prior determination period is taken into account in
determining a Participant's allocations for the current Plan Year, the
Compensation for such prior determination period is subject to the applicable
annual compensation limit in effect for that prior period. For this purpose, in
determining allocations in Plan Years beginning on or after January 1, 1989, the
annual compensation limit in effect for determination periods beginning before
that date is $200,000. In addition, in determining allocations in Plan Years
beginning on or after January 1, 1994, the annual compensation limit in effect
for determination periods beginning before that date is $150,000.

For purposes of sections 403(b)(3), 415(c)(3), and 457(e)(5), an Employee who is
in Qualified Military Service shall be treated as receiving Compensation from
the Employer during such period of Qualified Military Service equal to: (A) the
Compensation the Employee would have received during such period if the Employee
were not in Qualified Military Service, determined based on the rate of pay the
Employee would have received from the Employer but for absence during the period
of Qualified Military Service, or (B) if the Compensation the Employee would
have received during such period was not reasonably certain, the Employee's
average compensation from the Employer during the 12-month period immediately
preceding the Qualified Military Service (or, if shorter, the period of
employment immediately preceding the Qualified Military Service).

         1.2.15 "COMPENSATION COMPUTATION PERIOD": The period specified as the

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