ARTICLE XI
TOP HEAVY PROVISIONS

Section 2. Top Heavy Minimum Benefit.

For any Top Heavy Plan Year, each Non–Key Employee who is a Participant shall be entitled to the greater of his benefit as computed under Article III or the following minimum benefit:

The lesser of two percent (2%) of the Participant's Average Compensation for each Top Heavy Plan Year, or twenty percent (20%) of his Average Compensation.

Such minimum benefit shall only be provided to an Active Participant who is a Non-Key Employee during the Plan Year. For purposes of satisfying the minimum benefit requirements of Section 416(c)(1) of the Internal Revenue Code and the Plan, in determining years of service with the Employer, any service with the Employer shall be disregarded to the extent that such service occurs during a Plan Year when the plan benefits (within the meaning of Section 410(b) of the Internal Revenue Code) no key employee or former key employee.

If a Non–Key Employee participates in both this defined benefit plan and in a defined contribution plan included in a Top Heavy Aggregation Group, the Employer is not required to provide the Non–Key Employee with both the full and separate minimum benefit under this Plan and the full and separate minimum contribution under the defined benefit plan. Such Non–Key Employee shall receive only the minimum benefits provided under this Plan.

To the extent that the minimum benefit of any Participant is vested in accordance with the Top Heavy vesting schedule provided in Section 5 of this Article, such minimum benefit may not be forfeited or suspended under Sections 411(a)(3)(B) or 411(a)(3)(D) of the Internal Revenue Code.