Investment Plan (2000)Full Document 

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                          BLOCKBUSTER INVESTMENT PLAN
                          ---------------------------





                             Effective May 1, 1999
        Including All Amendments Effective On Or Prior to July 1, 2000






                                TABLE OF CONTENTS

                                                                           PAGE
                                                                        
ARTICLE I  PREAMBLE.........................................................  1

ARTICLE II  DEFINITIONS.....................................................  2

    2.1      Accounting Period..............................................  2
    2.2      Account(s).....................................................  2
    2.3      Actual Deferral Percentage.....................................  2
    2.4      Affiliated Company.............................................  3
    2.5      After-Tax Contributions........................................  3
    2.6      Annual Addition................................................  3
    2.7      Beneficiary....................................................  3
    2.8      BIP............................................................  4
    2.9      Blockbuster Stock..............................................  4
    2.10     Board..........................................................  4
    2.11     Break in Service...............................................  4
    2.12     Committee......................................................  4
    2.13     Company........................................................  4
    2.14     Compensation...................................................  4
    2.15     Contribution Percentage........................................  4
    2.16     Disability.....................................................  5
    2.17     Earnings.......................................................  5
    2.18     Employee.......................................................  6
    2.19     Employer.......................................................  6
    2.20     ERISA..........................................................  6
    2.21     Excess Aggregate Contributions.................................  6
    2.22     Excess Salary Reduction Contributions..........................  7
    2.23     Former Participant.............................................  7
    2.24     Fund...........................................................  7
    2.25     Highly Compensated Participant.................................  8
    2.26     Hour of Service................................................  9
    2.27     Leased Employee................................................  9
    2.28     Matchable Contributions........................................  9
    2.29     Matching Employer Contributions................................  9
    2.30     Merged Plan.................................................... 10
    2.31     Parental Leave................................................. 10
    2.32     Participant.................................................... 10
    2.33     Payroll Period................................................. 10
    2.34     Plan Year...................................................... 10
    2.35     Predecessor Plan............................................... 10
    2.36     Qualified Nonelective Contributions............................ 10
    2.37     Rollover Contributions......................................... 11




                                                                          
    2.38  Salary Reduction Contributions...................................  11
    2.39  Severance Date...................................................  11
    2.40  Temporary Employee...............................................  11
    2.41  Trust agreement..................................................  11
    2.42  Trustee..........................................................  11
    2.43  Unmatched Contributions..........................................  11
    2.44  Valuation Date...................................................  11
    2.45  Viacom Stock.....................................................  11
    2.46  VIP..............................................................  11
    2.47  Vesting Service..................................................  11
    2.48  Year of Eligibility Service......................................  11
    2.49  Year of Vesting Service..........................................  11

ARTICLE III ELIGIBILITY FOR PARTICIPATION..................................  12

    3.1   Eligibility......................................................  12
    3.2   Method of Becoming a Participant.................................  13
    3.3   Reemployed Participants..........................................  13
    3.4   Events Affecting Participation...................................  13

ARTICLE IV SERVICE.........................................................  14

    4.1   Companies For Whom Credited......................................  14
    4.2   Year of Eligibility Service......................................  14
    4.3   Year of Vesting Service..........................................  16
    4.4   Additional Service Credit........................................  17

ARTICLE V CONTRIBUTIONS....................................................  18

    5.1   Matchable Contributions..........................................  18
    5.2   Unmatched Contributions..........................................  19
    5.3   Election of Salary Reduction and After-Tax Contributions.........  19
    5.4   Change in Amount or Form of Contributions........................  19
    5.5   Suspension of Contributions......................................  19
    5.6   Cessation of Contributions.......................................  20
    5.7   Matching Employer Contributions..................................  20
    5.8   Remittance of Contributions to Trustee...........................  20
    5.9   Remittance of Matching Employer Contributions to Trustee.........  20
    5.10  Refund of Matching Employer Contributions........................  20
    5.11  Additional Employer Contributions................................  21
    5.12  Rollover Contributions...........................................  21
    5.13  Limitation on Contributions......................................  22




                                                                                                              
ARTICLE VI PARTICIPANT ACCOUNTS................................................................................  23

    6.1     Valuation of Assets................................................................................  23
    6.2     Credits to Participant Accounts....................................................................  23
    6.3     Debits of Participant Accounts.....................................................................  23
    6.4     Statement of Participant Accounts..................................................................  23

ARTICLE VII INVESTMENT OF CONTRIBUTIONS........................................................................  24

    7.1     Investment of Salary Reduction Contributions and
            After-Tax Contributions............................................................................  24
    7.2     Investment of Matching Employer Contributions......................................................  24
    7.3     Change in Investment Election for Current Contributions............................................  24
    7.4     Change in Investment Election for Prior Contributions..............................................  24
    7.5     Special Investment Elections.......................................................................  24
    7.6     Fiduciary Responsibility for Investments...........................................................  24

ARTICLE VIII WITHDRAWALS DURING EMPLOYMENT.....................................................................  26

    8.1     Withdrawals of Salary Reduction Contributions, After-Tax
            Contributions, Matching Employer Contributions, Transferred
            Amounts, and Rollover Contributions................................................................  26
    8.2     Withdrawal Procedures..............................................................................  29
    8.3     Funds to be Charged with Withdrawal................................................................  30
    8.4     Frequency of Withdrawals...........................................................................  30

ARTICLE IX  PARTICIPANT LOANS..................................................................................  31

    9.1     Loan Subaccounts...................................................................................  31
    9.2     Eligibility for Loans..............................................................................  31
    9.3     Availability of Loans..............................................................................  31
    9.4     Amount of Loan.....................................................................................  32
    9.5     Terms of Loan......................................................................................  32
    9.6     Distribution and Repayment of Loan.................................................................  33
    9.7     Events of Default and Action Upon Default..........................................................  33

ARTICLE X  VESTING AND TERMINATION OF EMPLOYMENT...............................................................  35

    10.1    Matchable, Unmatched, Qualified Nonelective and
            Rollover Contributions.............................................................................  35
    10.2    Matching Employer Contributions....................................................................  35
    10.3    Forfeitures........................................................................................  35




                                                                                                        
ARTICLE XI PAYMENT OF BENEFITS OTHER THAN WITHDRAWALS...................................................   37

    11.1    Forms of Payment............................................................................   37
    11.2    Modification or Revocation of Form of Payment Election......................................   37
    11.3    Stock Election..............................................................................   37
    11.4    Consent Requirements........................................................................   38
    11.5    Valuation and Payment Procedures for Lump Sum Payments......................................   38
    11.6    Valuation and Payment Procedures for Installment Payments...................................   39
    11.7    Time of Payment and Minimum Distribution Requirements.......................................   40
    11.8    Direct Rollover Distributions...............................................................   41
    11.9    Distributions on Sales of Businesses or Transfers to
            Non-Affiliated Companies....................................................................   42

ARTICLE XII ADMINISTRATION OF THE BBIP..................................................................   43

    12.1    Appointment Of Committee....................................................................   43
    12.2    Organization And Operation Of The Committee --..............................................   43
    12.3    Expenses....................................................................................   44
    12.4    Duties, Powers and Responsibilities of the Retirement Committee.............................   44
    12.5    Required Information........................................................................   45
    12.6    Indemnification.............................................................................   45
    12.7    Claims And Appeal Procedure.................................................................   45
    12.8    Liability of Committee Members..............................................................   47
    12.9    Reliance on Reports and Certificates........................................................   47
    12.10   Member's Own Participation..................................................................   47
    12.11   Fiduciary Indemnification...................................................................   47
    12.12   Allocation of Responsibilities..............................................................   47
    12.13   Multiple Capacities.........................................................................   48

ARTICLE XIII AMENDMENT AND TERMINATION..................................................................   49

    13.1    Right to Amend or Terminate.................................................................   49
    13.2    Distribution of Funds Upon Termination of the BIP...........................................   49

ARTICLE XIV GENERAL PROVISIONS..........................................................................   50

    14.1    Employment Relationships....................................................................   50
    14.2    Non-Alienation of Benefits..................................................................   50
    14.3    Qualified Domestic Relations Order..........................................................   50
    14.4    Exclusive Benefit of Employees..............................................................   50
    14.5    Merger, Consolidation or Transfer of Assets or Liabilities..................................   50
    14.6    Appointments of Trustee.....................................................................   50




                                                                                                       
    14.7    Discretion of the Board of Directors and the Committee.......................................  51
    14.8    Voting Viacom Inc. and Blockbuster Inc. Common Stock.........................................  51
    14.9    Payments to Minors and Incompetents..........................................................  51
    14.10   Employee's Records...........................................................................  51
    14.11   Titles and Headings..........................................................................  52
    14.12   Use of Masculine and Feminine; Singular and Plural...........................................  52
    14.13   Governing Law................................................................................  52

ARTICLE XV  NONDISCRIMINATION AND ANNUAL ADDITION
            LIMITATIONS..................................................................................  53

    15.1    Limitation on Salary Reduction Contributions.................................................  53
    15.2    Maximum Contribution Percentage..............................................................  55
    15.3    Limitation on Annual additions...............................................................  57

ARTICLE XVI TOP-HEAVY PLAN...............................................................................  60

    16.1    General Rule.................................................................................  60
    16.2    Top-Heavy Plan...............................................................................  60
    16.3    Definitions..................................................................................  60
    16.4    Requirements Applicable if BIP is Top-Heavy..................................................  61

ARTICLE XVII SIGNATURE...................................................................................  63

APPENDIX A  SPECIAL PROVISIONS APPLICABLE TO CERTAIN
            PARTICIPANTS.................................................................................  64

APPENDIX B  DIVISIONS NOT  INCLUDED IN BLOCKBUSTER INVESTMENT PLAN.......................................  65

APPENDIX C  AFFILIATED COMPANIES DESIGNATED AS EMPLOYER UNDER
            THE BLOCKBUSTER INVESTMENT PLAN AS OF MAY 1, 1999............................................  66

APPENDIX D  INVESTMENT FUNDS AS OF JULY 1, 2000..........................................................  67



                                   ARTICLE I
                                   ---------
                                   PREAMBLE
                                   --------



     1.1  Blockbuster Inc. (the "Company") and its participating subsidiaries
adopted the Blockbuster Investment Plan, which is effective May 1, 1999 for the
purpose of providing a convenient way for employees both to save for their
retirement.

     1.2  Effective as of December 31, 1995, the Blockbuster Entertainment
Retirement and Savings Plan (the "Merged Plan"), and the assets and liabilities
thereunder, was merged into the Viacom Investment Plan (the "VIP"). All
provisions of the Merged Plan that were required to be protected under Section
411(d)(6) of the Internal Revenue Code of 1986, as amended, were protected in
the VIP.

     1.3  Effective as of May 1, 1999, Viacom Inc. has elected to spin-off the
assets and liabilities attributable to those VIP Participants who were Employees
of Blockbuster Inc. and to transfer those assets and liabilities to the BIP. All
service credited to affected participants in the VIP shall be credited in the
BIP.

     1.4  It is the intention of the Company that the Blockbuster Investment
Plan and Trust shall meet the requirements of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA") and of the Internal Revenue Code of
1986, as amended (the "Code") and shall continue to be qualified and exempt
under Sections 401(a) and 501(a) of the Code, and shall qualify under such
requirements as a profit sharing plan that includes a cash or deferred
arrangement within the meaning of Section 401(k) of the Code. This document
reflects all amendments to the Blockbuster Investment Plan effective on or
before July 1, 2000.

     1.5  The rights of any Employee or former Employee whose employment
terminated prior to the effective date of any amendment and the rights of the
Beneficiary of such Employee or former Employee shall be governed by the terms
of the Plan (including any merged-in or predecessor plan) as in effect at the
time of such termination of employment, except in the event such Employee is
rehired and except as otherwise specifically provided herein, or as required by
law.

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                                  ARTICLE II
                                  DEFINITIONS
                                  -----------

     2.1  "Accounting Period" shall mean the period of four or five consecutive
calendar weeks in a calendar month used by each Employer in the maintenance of
Participant and Employer Accounts.

     2.2  "Account(s)" shall mean with respect to any Participant the accounts
maintained by the Committee or its designee with respect to which are allocated
Salary Reduction Contributions, After-Tax Contributions, Rollover Contributions,
Matching Employer Contributions, and any other contributions or direct transfers
made to the BIP on behalf of any Participant or Beneficiary.  In addition, the
Committee shall allocate amounts and otherwise adjust each such Account in
accordance with Article VI.

     2.3  "Actual Deferral Percentage" with respect to any group of actively
employed eligible Participants for a Plan Year shall mean the average of the
ratios (calculated separately for each Participant in the group) of:

          (a)  The amount of Salary Reduction Contributions authorized by the
Participant to be paid to the Trust for such Plan Year plus the amount of any
Qualified Nonelective Contributions made for the Plan Year, divided by

          (b)  The Participant's Compensation for such Plan Year.

               Notwithstanding the foregoing, for purposes of this Paragraph,
"Compensation" for any year shall mean the total amount of wages paid by the
Employer to a Participant within the meaning of Section 3401(a) of the Code
(without regard to any rules under Section 3401(a) that limit the remuneration
included in wages based on the nature or location of the employment or the
services performed (such as the exception for agricultural labor in Section
3401(a)(2)) and all other payments of compensation to a Participant by an
Employer (in the course of the Employer's trade or business) for which the
Employer is required to furnish the Participant a written statement under
Sections 6401(d), 6051(a)(3) and 6052 of the Code (a Form W-2), modified to
include all amounts currently not included in the Participant's gross income by
reason of Sections 125 and 402(e)(3) of the Code.

          For purposes of determining Actual Deferral Percentages, any
Participant who is suspended from participation pursuant to Paragraphs 5.5 or
8.1(e) shall be treated as an eligible Participant. Actual Deferral Percentages
will be determined in accordance with all applicable requirements (including, to
the extent applicable, the family aggregation requirements) of Section 401(k) of
the Code and the regulations and other guidance thereunder.

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     2.4  "Affiliated Company" shall mean any corporation or other entity that
is required to be aggregated with the Company pursuant to Sections 414(b), (c),
(m), or (o) of the Code but only to the extent so required.

     2.5  "After-Tax Contributions" shall mean those contributions made by
Participants by means of payroll deduction in accordance with Paragraphs 5.2 and
5.3. After-Tax Contributions are included in each Participant's income for
Federal income and Social Security tax purposes and are subject to the
limitations of Article XV.

     2.6  "Annual Addition" shall mean for any Plan Year, Salary Reduction
Contributions, Matching Employer Contributions, Qualified Nonelective
Contributions, additional Employer contributions pursuant to Paragraph 5.11
(which shall be treated as Annual Additions only to the extent and for the
limitation year required by regulations or other guidance issued pursuant to
Code Section 415), After-Tax Contributions, and forfeitures, if any, allocated
to a Participant's Accounts.

     2.7  "Beneficiary" shall mean the person designated by the Participant to
receive any death benefits payable hereunder. Each Participant has the right,
from time to time, to change any designation of Beneficiary. A designation or
change of Beneficiary must be in writing on forms supplied by the Committee and
any change of Beneficiary will not become effective until such change of
Beneficiary is filed with the Committee whether or not the Participant is alive
at the time of such filing; provided, however, that any such change will not be
effective with respect to any payments made by the Trustee in accordance with
the Participant's last designation and prior to the time such change was
received by the Committee. Notwithstanding the above, in the case of any
Participant who is married on the date of his death, the Participant's spouse as
of his date of death shall be his Beneficiary unless she shall have consented to
a different Beneficiary on prescribed forms and before either a notary public or
an individual designated by the Committee. In the absence of an effective
designation or if a named Beneficiary shall have died, any death benefits
payable hereunder on behalf of the Participant shall be distributed to the first
of the following classes of successive preference beneficiaries:

          (1) the Participant's surviving spouse;
          (2) the Participant's surviving children;
          (3) the Participant's surviving parents;
          (4) the Participant's surviving brothers and sisters;
          (5) the estate of the person last receiving benefits hereunder.

     Any individual who is designated as an alternate payee in a qualified
domestic relations order (as defined in Section 414(p) of the Code) relating to
a Participant's benefits under this BIP shall be treated as a Beneficiary
hereunder, to the extent provided by such order.

                                                                               3


     2.8  "BIP" shall mean the Blockbuster Investment Plan as described herein
and any amendment thereto.

     2.9  "Blockbuster Stock" shall mean shares of common stock of Blockbuster
Inc.

     2.10 "Board" shall mean the Board of Directors of the Company.

     2.11 "Break in Service" shall mean a period of severance from service as
determined in accordance with Paragraph 4.2 and Paragraph 4.3.

     2.12 "Committee" shall mean the persons appointed to the Retirement
Committee to administer the Plan or its designees, in accordance with Article
XII.

     2.13 "Company" shall mean Blockbuster Inc., a Delaware Corporation.

     2.14 "Compensation" shall mean a Participant's base pay for services
rendered to the Employer paid during a Payroll Period, including all pre-tax
elective contributions made on behalf of a Participant either to a "qualified
cash or deferred arrangement" (as defined under Section 401(k) of the Code and
applicable regulations) or a "cafeteria plan" (as defined under Code Section 125
and applicable regulations) maintained by an Employer, plus all overtime pay,
annual cash bonuses under the Company's or Viacom's Short Term Incentive Plan or
certain other comparable annual cash bonus plans sponsored by the Company or an
Employer, commissions, hazard pay and shift differential pay, but excluding (i)
deferred compensation (ii) additional compensation of every other kind,
including cash bonuses under a Company Long Term Performance Plan, if any. For
Participants who are eligible for the Company's Excess Investment Plan,
Compensation shall exclude cash bonuses under Company's or Viacom's Short Term
Incentive Plan and certain other comparable annual cash bonus plans sponsored by
the Company or an Employer. The total amount of a Participant's Compensation
taken into account for any Plan Year shall not exceed $170,000, or the otherwise
applicable annual compensation limitation in effect under Section 401(a)(17)
limitation of the Code, as adjusted by the Internal Revenue Service for
increases in the cost of living in accordance with Section 401(a)(17) of the
Code and the regulations and other guidance issued thereunder. If any Plan Year
consists of fewer than twelve months, the Section 401(a)(17) limitation will be
multiplied by a fraction, the numerator of which is the number of months in the
Plan Year, and the denominator of which is twelve. In the case of an Employee
who begins, resumes, or ceases to be eligible to make contributions during a
Plan Year, the amount of Compensation included in the Actual Deferral Percentage
and Contribution Percentage is the amount of Compensation received by the
Participant during the entire Plan Year.

     2.15 "Contribution Percentage" with respect to any specified group of
actively employed eligible Participants for a Plan Year shall mean the average
of the ratios (calculated separately for each Participant in the group) of:

                                                                               4


          (a)  the amount of Matching Employer Contributions and After-Tax
Contributions, plus the amount of any Salary Reduction Contributions
recharacterized pursuant to Paragraph 15.1(c) or 15.3(c), Salary Reduction
Contributions treated as Matching Employer Contributions pursuant to Paragraph
15.2(c) or 15.4(c), and any Qualified Nonelective Contributions or additional
Matching Employer Contributions made pursuant to Paragraph 15.2(c) or 15.4(c),
paid to the Trust Fund on behalf of each such Participant for such Plan Year, to

          (b)  the Participant's Compensation for such Plan Year.

               Notwithstanding the foregoing, (i) for purposes of this
Paragraph, "Compensation" for any year shall mean the total amount of wages paid
by the Employer to a Participant within the meaning of Section 3401(a) of the
Code (without regard to any rules under Section 3401(a) that limit the
remuneration included in wages based on the nature or location of the employment
or the services performed (such as the exception for agricultural labor in
Section 3401(a)(2)) and all other payments of compensation to a Participant by
an Employer (in the course of the Employer's trade or business) for which the
Employer is required to furnish the Participant a written statement under
Sections 6401(d), 6051(a)(3) and 6052 of the Code (a Form W-2), modified to
include all amounts currently not included in the Participant's gross income by
reason of Sections 125 and 402(e)(3) of the Code.

          For purposes of determining Contribution Percentages, any Participant
who is suspended from participation pursuant to Paragraphs 5.5 or 8.1(e) shall
be treated as an eligible Participant. Contribution Percentages will be
determined in accordance with the applicable requirements (including, to the
extent applicable, the family aggregation requirements) of Section 401(m) of the
Code and the regulations and other guidance issued thereunder.

     2.16 "Disability" shall mean a permanent and total disability that
qualifies an Employee for benefits under the provisions of the Company's Long
Term Disability Plan. The determination of whether a Participant has incurred a
Disability for purposes of this BIP shall be made by the Retirement Committee or
its delegate.

     2.17 "Earnings" shall mean the total amount of wages paid by the Employer
to a Participant within the meaning of Section 3401(a) of the Code (without
regard to any rules under Section 3401(a) that limit the remuneration included
in wages based on the nature or location of the employment or the services
performed (such as the exception for agricultural labor in Section 3401(a)(2))
and all other payments of compensation to a Participant by an Employer (in the
course of the Employer's trade or business) for which the Employer is required
to furnish the Participant a written statement under Sections 6401(d),
6051(a)(3) and 6052 of the Code (a Form W-2).

                                                                               5


     2.18 "Employee" shall mean an employee of the Company or an Affiliated
Company. A "Full Time Employee" means any Employee who is classified in the
Employer's employment records as a full-time Employee. A "Part-Time Employee"
means any Employee who is classified in the Employer's employment records as a
part-time Employee. Notwithstanding the foregoing, the term "Employee" shall
exclude Leased Employees covered by a plan described in Section 414(n)(5) of the
Code.

     2.19 (a) "Employer" shall include the Company and any Affiliated Company
participating in the Plan as provided in Section 2.17(b). When used in reference
to Matching Employer Contributions for a Participant, the term "Employer" will
refer to the Employer employing such Participant. When used in reference to the
collective obligations of all Employers in the group, the obligation of each
Employer will be proportionate to the contributions of or on behalf of its
Participants to the BIP.

          (b) If any company is now or becomes an Affiliated Company of an
Employer, including the Company, the Retirement Committee may include the
employees of that company in the membership of the Plan upon appropriate action
by that company necessary to adopt the Plan. In that event, or if any persons
become Employees of an Employer as the result of the merger or consolidations or
as the result of the acquisition of all or part of the assets or business of
another company, the Retirement Committee shall determine to what extent, if
any, credit and benefits shall be granted for previous service with the
subsidiary, associated or other company, but subject to the continued
qualifications of the Trust for the Plan as tax-exempt under the Code. The
Retirement Committee may exclude the employees of any division of an Employer
from membership in the Plan upon appropriate action by the Employer.

     2.20 "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended from time to time, and regulations issued pursuant to said Act.

     2.21 "Excess Aggregate Contributions" shall mean with respect to each
Highly Compensated Participant, the amount equal to the total Matching Employer
Contributions made on his behalf and his After-Tax Contributions (including
Salary Reduction Contributions which are recharacterized pursuant to Paragraph
15.1(c) or 15.3(c)) determined prior to the application of the leveling
procedure described below minus the product of the Participant's Contribution
Percentage, determined after the application of the leveling procedure described
below, multiplied by the Participant's Compensation, as determined for purposes
of Paragraph 2.13. Under the leveling procedure, the Contribution Percentage of
the Highly Compensated Participant with the highest such percentage is reduced
to the extent required to enable the limitations of Paragraph 15.2(a) or 15.4(a)
to be satisfied, or, if it results in a lower reduction, to the extent required
to cause such Participant's Contribution Percentage to equal that of the Highly

                                                                               6


Compensated Participant with the next highest Contribution Percentage. This
leveling procedure is repeated until the limitations of Paragraph 15.2(a) or
15.4(a) are satisfied. In no case shall the amount of Excess Aggregate
Contributions with respect to any Highly Compensated Participant exceed the
After-Tax Contributions and Matching Employer Contributions made on behalf of
such Participant in any Plan Year.

     2.22 "Excess Salary Reduction Contributions" shall mean with respect to
each Highly Compensated Participant, the amount equal to total Salary Reduction
Contributions on behalf of the Participant (determined after the application of
Paragraph 15.1(b) or 15.3(b) and prior to the application of the leveling
procedure described in that section) plus any Qualified Nonelective
Contributions made pursuant to Paragraph 15.1(d) or 15.3(d) minus the product of
the Participant's Actual Deferral Percentage (determined after application of
Paragraph 15.1(b) or 15.3(b) and after the leveling procedure described below)
multiplied by the Participant's Compensation, as determined under Paragraph 2.3.
In accordance with the regulations issued under Section 401(k) of the Code,
Excess Salary Reduction Contributions shall be determined by a leveling
procedure under which the Actual Deferral Percentage of the Highly Compensated
Participant with the highest such percentage shall be reduced to the extent
required to enable the limitation of Paragraph 15.1(a) or 15.3(a) to be
satisfied, or, if it results in a lower reduction, to the extent required to
cause such Highly Compensated Participant's Actual Deferral Percentage to equal
the Actual Deferral Percentage of the Highly Compensated Participant with the
next highest Actual Deferral Percentage. This leveling procedure shall be
repeated until the limitations of Paragraph 15.1(a) or 15.3(a) are satisfied.

     2.23 "Former Participant" shall mean a person whose active participation in
the BIP shall have terminated by reason of death, Disability, retirement,
transfer to an Affiliated Company or other affiliated entity that is not an
Employer, termination of employment, or any other reason, but who still has a
participating interest in the BIP.

     2.24 "Fund" shall mean the Trust Fund held by the Trustee in accordance
with the Trust Agreement and, effective May 1, 1999, will consist of separate
Funds as herein described. The Company or the appropriate Named Fiduciary shall
have the authority, consistent with the terms of the Trust Agreement, to appoint
a designated investment manager (as defined in ERISA Section 3(38)), who shall
have the authority to invest and manage all or any part of the assets of the
Funds. To the extent the Trustee is directed by the Committee or a designated
investment manager, the Trustee may invest and reinvest in collective investment
funds (as authorized by ERISA and any related governmental regulations and
rulings) maintained by the Trustee for the investment of assets of employee
benefit plans qualified under Section 401(a) and exempt under Section 501(a) of
the Code whereupon the instrument or instruments establishing such collective
investment funds, as amended from time to time, shall constitute a part of this

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