Help for item E.12.

GENERAL:

Select "Yes" if the distribution rules described by the Basic Plan Document in Sections 7.02(a) and 9.02(b) shall apply to Company Stock acquired by the Plan on or before December 31, 1986.

BASIC PLAN DOCUMENT:

Section 7.02(a) Timing and Form of Distributions:

(a) ESOP Accounts.

(1) Distribution for Reasons of Attainment of Retirement Age, Disability or Death. If a Participant's ESOP Accounts become distributable pursuant to Section 7.01 on account of attainment of Normal or Late Retirement, Disability or death, payment of his vested ESOP Accounts shall commence with respect to Company Stock acquired by or contributed to the Plan after December 31, 1986 (or all Company Stock if so provided in the Adoption Agreement) not later than one year after the close of the Plan Year in which the Participant otherwise separates from service unless the Participant elects a later date.

(2) Distribution for Reasons Other than Retirement, Disability or Death. If a Participant's ESOP Accounts become distributable pursuant to Section 7.01 on account of any reason other than Normal or Late Retirement Age, Disability or death, payment of his vested ESOP Accounts shall commence with respect to Company Stock acquired by or contributed to the Plan after December 31, 1986 (or all Company Stock if so provided in the Adoption Agreement) not later than the close of the Plan Year which is the 6th Plan Year following the Plan Year in which the Participant otherwise separates from service unless the Participant elects a later date. This Subsection (a)(2) shall not apply if the Participant is reemployed by the Company before distribution is required to begin.

(3) Form of Payments. The benefit of a Participant entitled to a distribution of his ESOP Accounts derived from Company Stock acquired by or contributed to the Plan after December 31, 1986 (or all Company Stock if so provided in the Adoption Agreement) shall be payable, at the election of the Plan Administrator, in either one lump sum payment or in substantially equal annual, or more frequent installments over a period not to exceed the greater of (i) five (5) years, or (ii) in case of Participant with account balance greater than $850,000, five (5) years plus one year for each $170,000 that the balance exceeds $850,000. Such amounts shall be indexed in accordance with Code section 409(o)(2). To the extent permitted in the Adoption Agreement, a Participant may elect to have payments extend over a longer period.

(4) Delayed Distribution. Notwithstanding the foregoing and at the election of the Plan Administrator, distribution of the ESOP Contribution Account need not commence until the close of the Plan Year in which the Exempt Loan is repaid in full; provided that the proceeds of the Exempt loan were not used to acquire Company Stock issued by an S Corporation.

(5) Distributions made an account of the death of the Participant shall also be subject to the limitations described in Subsection (c) below.

(6) Any amendment or exercise of employer discretion regarding revisions of optional forms of benefit shall be subject to the requirements of Treas. Reg. section 1.411(d)-4 Q&A-2(d).

Section 9.02(b) Participant Self Direction - Pre-Retirement Diversification

(b) Pre-Retirement Diversification Rights.

(1) The Plan Administrator shall offer a qualified participant the option to direct the investment of Company Stock acquired by or contributed to the Plan after December 31, 1986 (or all Company Stock if so provided in the Adoption Agreement) into other Investment Funds pursuant to this Subsection and Code section 401(a)(28)(B)(ii)(II) during the diversification election period. The Participant must elect such option within 90 days after the end of each Plan Year during the diversification election period, and the value of such Company Stock will be invested as directed by such Participant within 180 days after the end of such Plan Year.

(2) The maximum number of shares of Company Stock which a qualified participant may elect to reinvest as of the end of each of the Plan Years during the diversification election period shall be that number of such shares (rounded to the nearest whole number) which is equal to the result determined by the formula (25% x (A + B)) - B, when A is the number of shares of Company Stock which are allocated to his Account as of the applicable date and B is the number of shares of Company Stock, if any, previously reinvested by the Participant pursuant to this Subsection, provided that for purposes of determining such maximum number of shares for the last Plan Year in a Diversification election period, fifty percent (50%) shall be substituted for twenty-five percent (25%). No Participant may elect to reinvest during any diversification period if the fair market value as of the end of the preceding Plan Year of Company Stock allocated to such Participant's account is $500 or less.

(3) For purposes of this Section, the diversification election period means the six Plan Years beginning with the Plan Year during which a Participant becomes a qualified participant, and a qualified participant is a Participant who has attained age 55 and has 10 years of participation in the Plan.

(4) In the event a Participant elects to diversify pursuant to the foregoing, the Plan Administrator may elect instead to distribute to such Participant the amounts subject to such election.

The foregoing is only intended to be a brief overview of applicable plan provisions. You should carefully review the entire Adoption Agreement and the entire Basic Plan Document to ensure that your responses to the Adoption Agreement questions accurately reflect the intended design of the plan.

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