ARTICLE XI
TOP HEAVY PROVISIONS

Section 2: Top-Heavy Definitions. For purposes of Article XII, the terms used herein shall be defined as follows:

1. "Determination Date" shall mean for any Plan Year subsequent to the first Plan Year, the last day of the preceding Plan Year. For the first Plan Year of the Plan, the Determination Date shall be the last day of that year.
2. "Determination Period" shall mean the Plan Year containing the Determination Date and the four (4) preceding Plan years.
3. "Employer" shall mean the Employer and any affiliated company which is a member of a controlled group, as defined in Section 414(b) or 414(c) of the Code, or a member of an affiliated service group as defined in Section 414(m) of the Code with the Employer, or aggregated with the Employer pursuant to Section 414(o) of the Code and any final regulations thereunder except in determining ownership under subparagraphs (d)(2), (3) and (4), the Employer and any affiliated company shall be treated as a separate employer.
4. "Key Employee" shall mean any employee, or former employee (and the Beneficiaries of such) who at any time during the Determination Period is:
1. An officer of the Employer with compensation greater than fifty percent (50%) of the limitation in effect under Section 415(b)(1)(A) of the Code for such Plan Year. For purposes of subparagraph (d)(1), no more than fifty (50) individuals (or, if lesser the greater of three (3) or ten percent (10%) of the Employees) shall be treated as officers;
2. An employee having annual compensation greater than the dollar limitation under Section 415(c)(1)(A) of the Code and owning (or considered to own) one of the ten (10) largest interests in the Employer;
3. A five percent (5%) owner of the Employer within the meaning of Section 416(i)(1)(B)(i) and (iii) of the Code; and
4. A one percent (1%) owner of the Employer within the meaning of Sections 416(i)(1)(B (i) and (iii) of the Code and having annual compensation of more than one hundred fifty thousand dollars ($150,000.00).

   Notwithstanding anything contained herein to the contrary, the determination of who is a Key Employee will be made in accordance with Section 416(i)(1) of the Code and the regulations thereunder. This definition shall be applicable through the Plan Year ending June 30, 2002. Commencing with the Plan Year beginning July 1, 2002, the following definitions shall apply:

   An employee will be a key employee for a Plan Year if during the Plan Year he is : (1) an officer with compensation over $130,000 (inflation-adjusted for Plan Years beginning after 2002 in $5,000 increments, (2) a 1% owner of the employer with more than $150,000 in employer compensation, or (3) a 5% owner of the employer.

5. "Permissive Aggregation Group" shall mean each qualified plan of the Employer in which at least one Key Employee participates or participated at any time during the Determination Period (regardless of whether the plan has terminated) and any other qualified plan of the Employer which enables any of the foregoing to meet the requirements of Sections 401(a)(4) or 410 of the Code.
6. "Top-Heavy Plan" shall mean a plan under which any of the following conditions exist:
1. If the Top Heavy Ratio for the Plan exceeds sixty percent (60%) and the plan is not part of any Required Aggregation Group or Permissive Aggregation Group of plans;
2. If the Plan is a part of a Required Aggregation Group of plans but not a part of a Permissive Aggregation Group and the Top-Heavy Ratio for the group of plans exceeds sixty percent (60%); or
3. If the Plan is a part of a Required Aggregation Group and part of a Permissive Aggregation Group of plans and the Top-Heavy Ratio for the Permissive Aggregation Group exceeds sixty percent (60%).
7. "Top-Heavy Ratio" shall mean:
1. If the Employer maintains one or more defined benefit plans (including any simplified employee pension plan) and has not maintained any defined contribution plan (including any simplified employee pension plan) which during the five (5) year period ending on the Determination Date(s), has or has had account balances, the Top-Heavy Ratio for this Plan alone or for the Required or Permissive Aggregation Group as appropriate is a fraction, the numerator of which is the sum of the present value of accrued benefits of all Key Employees as of the Determination Date(s) (including any part of the accrued benefit distributed in the five (5) year period ending on the Determination Date(s)), and the denominator of which is the sum of the present value of all accrued benefits (including any part of the accrued benefits distributed in the five (5) year period ending on the Determination Date(s)), both computed in accordance with Section 415 of the Code and the regulations promulgated thereunder. Both the numerator and denominator of the Top-Heavy Ratio shall be adjusted to reflect any contribution not actually made as of the Determination Date, but which is required to be taken into account on that date under Section 416 of the Code and the regulations promulgated thereunder.
2. If the Employer maintains one or more defined benefit plans (including any simplified employee pension plan) and the Employer maintains or has maintained one or more defined contribution plans (including any simplified employee pension plan) which during the five (5) year period ending on the Determination Date(s) has or has had any account balances, the Top-Heavy Ratio for any Required or Permissive Aggregation Group as appropriate is a fraction, the numerator of which is the sum of the present value of accrued benefits under the aggregated defined benefit plan or plans of all Key Employees, determined in accordance with subparagraph (1) above and the sum of account balances under the aggregated defined contribution plan or plans for all Key Employees as of the Determination Date(s), and the denominator of which is the sum of the present value of accrued benefits under the aggregated defined benefit plan or plans for all participants, determined in accordance with subparagraph (1) above, and the sum of account balances under the contribution plan or plans for all participants as of the Determination Date(s), all determined in accordance with Section 416 of the Code and the regulations promulgated thereunder. The account balances under a defined contribution plan in both the numerator and denominator of Top-Heavy Ratio shall be adjusted for any distribution of an account balance made in the five (5) year period ending on the Determination Date.
3. For purposes of subparagraphs (1) and (2) above, the value of account balances and the present value of accrued benefits will be determined as of the most recent Valuation Date that falls within or ends with the twelve-month period ending on the Determination Date, except as provided in Section 416 of the Code and the Regulation thereunder for the first and second plan years of defined benefit plan. The account balances and accrued benefits of an Employee who is not a Key Employee but who was a Key Employee in a prior year, or who has not been credited with at least one (1) Hour of Service with any Employer maintaining the Plan at any time during the five (5) year period ending on the Determination Date shall be disregarded. The calculation of Top-Heavy Ratios, and the extent to which distributions, rollovers, and transfers are taken into account will be made in accordance with Section 416 of the Code and the Regulations promulgated thereunder. When aggregating plans, the value of the account balances and the accrued benefits will be calculated with reference to the Determination Dates that all fall within the same calendar year. Such Value shall uniformly apply for accrual purposes under all defined benefit plans included in an aggregation group.