The Employer has established a retirements plan to supplement your income upon retirement.  In addition to retirement benefits, the Plan may provide benefits in the event of your death or disability or in the event of your termination of employment prior to normal retirement.  If after reading this summary you have any questions, please ask the Plan Administrator.  We emphasize this summary plan description is a highlight of the more important provisions of the Plan.   If there is a conflict between a statement in this summary plan description and in the Plan, the terms of the Plan control.

(2) Identification of Plan - The Plan is known as:
                                                Spears World Travel Service, Inc. 401(k) Plan

The Employer has assigned 001 as the Plan identification number.  The plan year is the period on which the Plan maintains its records: the twelve consecutive month period ending every December 31.

(3) Type of Plan - The Plan is commonly known as a Code Section 401(k) profit sharing plan.  Section (8), "Employer's Contributions," explains how you share in the Employer's annual contributions to the trust fund and the extent to which the Employer has an obligation to make annual contributions to the trust fund.

Under this plan, there is no fixed dollar amount of retirement benefits.  Your actual retirement benefit will depend on the amount of your account balance at the time of retirement.  Your account balance will reflect the annual allocations, the period of time you participate in the Plan and the success of the Plan in investing and reinvesting the assets of the trust fund.  Furthermore, a governmental agency known as the Pension Benefit Guaranty Corporation (PBGC) insures the benefits payable under plans which provide for fixed and determinable retirement benefits.  The Plan does not provide a fixed and determinable retirement benefit.  Therefore, the PBGC does not include this plan within its insurance program.

(4) Plan Administrator - The Employer is the Plan Administrator.  The Employer's telephone number is (918) 336-2360.  The Employer has designated Gary Spears to assist the Employer with the duties of Plan Administrator.  You may contact Gary Spears at the Employer's address.  The Plan Administrator is responsible for providing you and other participants information regarding your rights and benefits under the Plan.

The Plan Administrator also has the primary authority for filing the various reports, forms and returns with the Department of Labor and the Internal Revenue Service.

The name of the person designated as agent for service of legal process and the address where a processor may serve legal process upon the Plan are:
                                                        Spears World Travel Service, Inc.
                                                        500 S. Keeler
                                                        Bartlesville, OK  74003

A legal processor may also serve the Trustee of the Plan or the Plan Administrator.

The Plan permits the Employer to appoint an Advisory Committee to assist in the administration of the Plan.  The Advisory Committee has the responsibility for making all discretionary determinations under the Plan and for giving distribution directions to the Trustee.  If the Employer does not appoint an Advisory Committee, the Plan Administrator assumes these responsibilities.  The members of the Advisory Committee may change from time to time.  You may obtain the names of the current members of the Advisory Committee from the Plan Administrator.

(5) Trustee/Trust Fund - The Employer has appointed:
                                                            Gary Spears
                                                            Greg Spears

to hold the office of Trustee.  The Trustee will hold all amounts the Employer contributes to it in a trust fund.  Upon the direction of the Advisory Committee, the Trustee will make all distribution and benefit payments from the trust fund to participants and beneficiaries.  The Trustee will maintain trust fund records on a plan year basis.

(6) Hours of Service - The Plan and this summary plan description include references to hours of service.  To become eligible to participate in the Plan, to advance on the vesting schedule or to share in the allocation of Employer contributions for a plan year, the Plan requires you to complete a minimum number of hours of service during a specified period.  The sections covering eligibility to participate, vesting and employer contributions explain this aspect of the Plan in the context of those topics.  However, hour of service has the same meaning for all purposes of the Plan.

The Department of Labor, in its regulations, has prescribed various methods under which the Employer may credit hours of service.  The Employer has selected the "actual" method for crediting hours of service.  Under the actual method, you will receive credit for each hour for which the Employer pays you, directly or indirectly, or for which you are entitled to payment, for the performance of your employment duties.  You also will receive credit for certain hours during which you do not work if the Employer pays you for those hours, such as paid vacation.

If an employee's absence from employment is due to maternity or paternity leave, the employee will receive credit for unpaid hours of service related to his leave, not to exceed 501 hours.  The Advisory Committee will credit these hours of service to the first period during which the employee otherwise would incur a 1-year break in service as a result of the unpaid absence.

(7) Eligibility to Participate - To become a participant, an employee must complete one year of service and attain age 21.  You do not have to complete any form for entry into the Plan.  You will become a Participant on the January 15th & July 15th immediately following your completion of the age and service requirement.  It is the Employees responsibility to fill out the proper papers.  You will need to contact Gary Spears for the proper forms needed.

The Plan defines "year of service" as a 12-month period in which you work 1,000 hours of service for the Employer.  The first eligibility service period starts on your first day of employment with the Employer.  For example, if you begin work on February 15 and work 1,000 hours from that February 15 through the following February 14, you would enter the Plan on the enrollment form immediately following the completion of the one year of service.  After the first 12-month eligibility service period, the Plan will measure your eligibility service period on a plan year basis.  In the prior example, on a plan year basis, the second 12-month period would begin with the first plan year starting after your February 15 employment date and other 12-month periods would be the following plan years.  The Plan will need to measure more than one 12-month period, for example, if you do not complete a year of service in the first 12 month period.

The example in the prior paragraph assumes you are at least 21 when you complete the service requirement.  If you have not attained age 21 when you complete the service requirement, then you will become a participant in the Plan on the January 15th and July 15th immediately following your attainment of age 21.

If you terminate employment after becoming a Participant in the Plan and later return to employment, you will re-enter the Plan on your re-employment date, unless the "one year break in service rule" applies to you.  Also, if you terminate employment after satisfying the Plan's eligibility conditions but before actually becoming a participant in the Plan, you will become a participant in the Plan on the later of your scheduled entry date or your reemployment date, unless the "one year break in service rule" applies to you.  Under the "one year break in service rule", if you have a break in service after you complete the eligibility service condition, you must complete another year of service after that break in service or the Plan will not treat you as having satisfied the service condition.  Your failure to complete one year of service in the 12-month period following your reemployment will delay your reparticipation in the Plan.  The "one year break in service rule" also will suspend your right to participate in the Plan if you incur a break in service while continuing in employment with the Employer.  The suspension continues until you have completed another year of service.  A "one year break in service" is an eligibility service period in which you complete 500 or less hours of service.

(8) Employer's Contributions - 401K Arrangement.  This Plan includes a "401(k) arrangement," under which you may elect to have the employer contribute a portion of your compensation to the Plan.  The contributions the Employer makes under your election are "elective deferrals."  The Advisory Committee will allocate your elective deferrals to a separate account by the Plan as your Deferral Contributions Account.

As a participant in the Plan, you may enter into a salary reduction agreement with the Employer.  The Advisory Committee will give you a salary reduction agreement form which will explain your salary reduction options.  The Employer will withhold from your pay the amount you have agreed to have the Employer contribute as elective deferrals. 

Your salary reduction agreement remains in effect until you revoke the agreement.  You may revoke your salary reduction agreement as of the first day of any month.  If you revoke your salary reduction agreement, you may file a new agreement with an effective date as of the first day of any month subsequent to the month in which you revoked your agreement.  You may increase or decrease your salary reduction percentage or dollar amount as of the first day of each month.  Your salary reduction contributions may not exceed 15% of your Compensation for the Plan Year.

For any calendar year, your elective deferrals may not exceed a specific dollar amount determined by the Internal Revenue Service.  If your elective deferrals for a particular calendar year exceed the dollar limitation in effect for that calendar year, the Plan will refund the excess amount, plus any earnings (or loss) allocated to that excess amount.  If you participate in another "401(k) arrangement" or in similar arrangements under which you elect to have an employer contribute on your behalf, your total elective deferrals may not exceed the dollar limitation in effect for that calendar year.  The Form W-2 you receive from each employer for the calendar year will report the amount of your elective deferrals for that calendar year under that employer's plan.  If your total exceeds the dollar limitation in effect for that calendar year you should decide which plan you wish to designate as that plan with the excess amount.  If you designate this Plan as holding the excess amount for a calendar year, you must notify the Advisory Committee of that designation by March 1 of the following calendar year.  The Trustee then will distribute the excess amount to you, plus earnings (or loss) allocated to that excess amount.

Matching Contributions:  For each plan year, the Employer will contribute to the Plan an amount of matching contributions determined by the Employer at its discretion.  The Employer may choose not to  make matching contributions for a particular plan year.  The Employer will determine a separate amount of matching contributions for each level of the participant's "eligible contributions."  A participant's "eligible contributions" equal the participant's elective deferrals for the plan year (other than any elective deferrals which exceed the dollar limitation determined by the Internal Revenue Service).  A participant's  first level of eligible contributions is the amount of eligible contributions not exceeding FOUR THOUSAND DOLLARS.  The subsequent tiers of eligible contributions are:  MORE THAN FOUR THOUSAND DOLLARS.  A participant's share of the matching contributions made for each level of eligible contributions is equal to his share of the total eligible contributions in that level made by all participants.  For example, if your eligible contributions under the first level equal 10% of the total eligible contributions in the first level made by all participants, your account would receive an allocation of 10% of the total amount of matching contributions made by the Employer for the first level of eligible contributions.  The Advisory Committee allocates your share of these matching contributions to your Regular Matching Contributions Account.

The Employer will determine the amount of matching contribution as of each December 31, ON EACH PAYDATE.  As of each allocation date during the plan year, the Advisory Committee will allocate to your account your share of the matching contributions made for that allocation period.  Any limitations on eligible contributions or on matching contributions apply separately for each allocation period.  Current matching level from Spears Travel is 5%.  (Subject to change).

Qualified nonelective contributions:  The Plan permits the Employer to contribute a discretionary amount for a plan year which the Employer will designate as qualified nonelective contributions.  If the Employer makes qualified nonelective contributions for a plan year, the Advisory Committee will allocate those contributions to the separate accounts of those participants who are eligible for an allocation for the plan year but who are not highly compensated employees for that plan year.  The law defines highly compensated employees to include most owners and officers of the Employer and employees whose compensation for the plan year exceeds certain dollar limitations prescribed by the Internal Revenue Service.  Also, a family member of a highly compensated employee may be a highly compensated employee under the Plan.

The Advisory Committee will base a participant's allocation of qualified nonelective contributions upon the participant's share of the total compensation paid during that plan year to all participants eligible for the allocation.  For example, if your compensation for a particular plan year equals 10% of total compensation for all participants eligible for the allocation, the Advisory Committee would allocate 10% of the total qualified nonelective contributions to your Qualified Nonelective Contributions Account.

Employer's nonelective contributions:  Each plan year, the Employer will make nonelective contributions to the Plan in the amount determined by the Employer at its discretion.  The Employer may choose not to make nonelective contributions to the Plan for a particular plan year.

The Plan as adopted by the Employer is an integrated profit sharing plan.  "Integrated profit sharing plan" means the Plan takes into account contributions the Employer makes for employees under the Federal Social Security Act in making Employer contribution allocations.  For each plan year the Employer makes nonelective contributions to the Plan, the Advisory Committee will allocate this contribution to the separate accounts maintained for the participants.  The Advisory Committee completes this allocation using a four step formula.

Under the first step, the Employer will allocate to each participant 3% of his total compensation paid during the plan year.  If the Employer's nonelective contribution is not sufficient to provide this 3% allocation percentage, the Advisory Committee will reduce the allocation to each participant so all participants receive the same reduced allocation percentage under the first step.

The second step applies if any Employer nonelective contributions for the plan year remain unallocated after the first step.  Under the second step, the Advisory Committee will allocate to each participant 3% of his excess compensation.  Excess compensation is a participant's compensation in excess of the designated integration level.  This designated integration level is 100% of the taxable wage base in effect at the beginning of the plan year.  The Federal government annually adjusts the taxable wage base.  If the Employer's nonelective contribution is not sufficient to provide this 3% allocation percentage, the Advisory Committee will reduce the allocation to each participant so all participants with excess compensation receive the same reduced allocation percentage under the second step.

The third step applies if any Employer nonelective contributions for the plan year remain unallocated after the second step.  Under the third step, the Advisory Committee will allocate to each participant 2.7% of his total compensation paid during the plan year and, at the same time, will allocate to each participant 2.7% of his excess compensation.  If the Employer's nonelective contribution is not sufficient to provide these allocation percentages, the Advisory Committee will reduce the allocation so the allocation percentage based on total compensation is the same as the allocation percentage based on excess compensation.

The fourth step applies if any Employer nonelective contributions for the plan year remain unallocated after the third step.  Under the fourth step, the Advisory Committee will allocate the balance based on each participant's share of the total compensation paid during the plan year to all participants in the Plan.

Example #1:  Assume your compensation exceeds the designated integration level by $5,000 for a plan year and the Employer nonelective contribution is sufficient to provide the maximum 3% allocation percentage in the first step and the maximum 3% allocation percentage in the second step and the maximum 2.7% allocation percentage in the third step.  You would receive an allocation of 3% of your total compensation under the first step, the 3% X $5,000, or $150, under the second step, and then 2.7% X $5,000, or $135.00, plus 2.7% of your total compensation under the third step.  If, after the first three steps, $10,000 of Employer nonelective contributions remained unallocated, and your total compensation equals 10% of the total compensation paid to all participants for that plan year, then you would receive a fourth allocation of 10% X $10,000, or &1,000, in addition to the prior allocations. 

Example #2: Suppose in Example #1 the Employer's nonelective contribution provided only a 1% allocation in the third step.  Then your allocation would equal 3% of your total compensation under the first step, then 3% X $5,000, or $150 under the second step, and then 1% X $5,000, or $50, plus 1% of your total compensation under the third step.  There would not be a fourth step allocation because the 1% third step allocation would result in the allocation of the Employer's nonelective contribution remaining after the second step allocation.

Example #3: Suppose in Example #1 the Employer's nonelective contribution provided only a 2% allocation in the second step.  Then your allocation would equal 3% of your total compensation under the first step plus 2% X $5,000,  or $100, under the second step.  There would not be a third step nor a fourth step allocation because the 2% allocation under the second step would result in the allocation of the Employer's entire nonelective contribution.

If, under Examples #1, #2, and #3, your compensation does not exceed the designated integration level, you would not receive a second step allocation because you would not have excess compensation.

Allocation of forfeitures:  The Plan allocates participant forfeitures as if the forfeitures were additional Employer nonelective contributions for the plan year in which the forfeitures occur.

Compensation:  The Plan defines compensation as the total compensation paid to the employee for services rendered to the Employer, excluding compensation in excess of $150,000.

With limited exceptions, the Plan includes an employee's compensation only for the part of the plan year in which he actually is a participant.

Conditions for allocation:  Generally, your account is entitled to an allocation of Employer contributions for each plan year in which you are a participant.  However, in the year you terminate employment with the Employer, with limited exceptions, you must complete at least 500 hours of service to be entitled to an allocation.

The contribution allocations described in the Section (8) may vary for certain employees if the Plan is top heavy.  Generally, the Plan is top heavy if more than 60% of the Plan's assets are allocated to the accounts of key employees (certain owners and officers).  If the Plan is top heavy, any participant who is not a key employee and who is employed on the last day of the plan year, may not receive a contribution allocation which is less than a certain minimum.  Usually that minimum is 3%, but if the contribution allocation for the plan year is less than 3% for all the key employees, the top heavy minimum is the smaller allocation rate.  If you are a participant in the Plan, your allocation described in this Section (8) in most cases will be equal to or greater than the top heavy minimum contribution allocation.  The Plan also may vary the definition of the top heavy minimum contribution to take into account another plan maintained by the Employer. 

The law limits the amount of "additions" (other than trust earnings) which the Plan may allocate to your account under the Plan.  Your additions may never exceed 25% of your compensation for a particular plan year, but may be less if 25% of your compensation exceeds a dollar amount announced by the Internal Revenue Service each year.  The Plan may need to reduce this limitation if you participate (or have participated) in any other plans maintained by the Employer.  The discussion of Plan allocations in this Section (8) is subject to this limitation.

(9) Employee Contributions:  The Plan does not permit nor require you to make employee contributions to the trust fund.  "Employee contributions" are contributions made by an employee for which the employee does not receive an income tax deduction.  The only source of contributions under the Plan is the annual Employer contribution, including the "elective deferrals" made at your election under the 401(k) arrangement described in Section (8).  "Elective deferrals" are not "employee contributions" for purposes of the Plan.

(10) Vesting in Employer Contributions:  Your interest in the contributions the Employer makes to the Plan for your benefit becomes 100% vested when you attain normal retirement age (as defined in Sections (11)).  Prior to normal retirement age, your interest in the contributions the employer makes on your behalf become vested in accordance with the following schedule:

                                                                                          Percent of               
                       Years of Service                               Nonforfeitable Interest

                        Less than 2..........................................           0%
                                1      ..........................................          25%
                                2      ..........................................          50%
                                3      ..........................................          75%
                                4      ..........................................         100%
                                5      ..........................................         100%
                                6 or more....................................          100%

100% vesting for Deferral Contributions Account:  The vesting schedule does not apply to your Deferral Contributions Account described in Section (8).  Instead, you are 100% vested at all times in your Deferral Contributions Account.

Special vesting rule for death:  If you die while still employed by the Employer, your entire Plan interest becomes 100% vested, even if you otherwise would have a vested interest less than 100%.

Year of service: To determine your percentage under a vesting schedule, a year of service means a 12-month vesting period in which you complete at least 1,000 hours of service.  The Plan measures the vesting service period as the plan year.  If you complete at least 1,000 hours of service during a plan year, you will receive credit for a year of service even though your are not employed by the Employer on the last day of that plan year.

You will receive credit for all years of service with the Employer, except any service prior to the time the Employer established the Plan.

The Plan provides two methods of vesting forfeiture which may apply  before a participant becomes 100% vested in his entire interest under the Plan.  The primary method of vesting forfeiture is the "forfeiture break in services" rule.  The secondary method of forfeiture is the "cash out" rule.  Also see Section (15) relating to loss or denial of benefits.

Forfeiture Break in Service Rule:  Termination of employment alone will not result in forfeiture under the Plan unless you do not return to employment with the Employer before incurring a "forfeiture break in service."  A "forfeiture break in service" is a period of  5 consecutive vesting service periods in which you do not work more than 500 hours in each vesting service period comprising the 5 year period. 

Example: Assume you are 60% vested in your account balance.  After working 400 hours during a particular vesting service period, you terminate employment and perform no further service for the Employer during the next 4 vesting service periods.  Under this example, you would have a "forfeiture break in service" during the fourth vesting service period following the vesting service period in which you terminated employment because you did not work more than 500 hours during each vesting service period of 5 consecutive vesting service periods.  Consequently, you would forfeit the 40% non-vested portion of your account.  If you had returned to employment with the Employer at any time during the 5 consecutive vesting service periods and worked more than 500 hours during any vesting service period within that 5-year period, you would not incur a forfeiture under the "forfeiture break in service" rule.

Cash Out Rule:  The cash out rule applies if you terminate employment and receive a total distribution of the vested portion of your account balance before you incur a forfeiture break in service.  For example, assume you terminated employment during a particular vesting service period after completing 800 hours of service.  Assume further the total value of your account balance is $6,000 in which you have a 60% vested interest.  Before you incur a forfeiture break in service, you receive a distribution of the $3,600 vested portion ($6,000 X 60%) of your account balance.  Upon payment of the $3,600 vested portion of your account balance, you would forfeit the $2,400 nonvested portion.  If you return to employment before you incur a "forfeiture break in service," you may have the Plan restore your "cash out" forfeiture by repaying the amount of the distribution you received attributable to Employer contributions.  This repayment right applies only if you do not incur a "forfeiture break in service."  You must make this repayment no later than the date 5 years after you return to employment with the Employer.  Upon your reemployment with the Employer, you may request the Advisory Committee to provide you a full explanation of your rights regarding this repayment option.  If the vested portion of your account balance does not exceed $3,500, the Plan will distribute that vested portion to you in a lump sum, without your consent.  This involuntary cash-out distribution will result in the forfeiture of your nonvested account balance, in the same manner as an employee who voluntarily elects a cash-out distribution.  Also, upon reemployment you would have the same repayment option as an employee who elected a cash-out distribution, if you return to employment before incurring a "forfeiture break in service."

If you are 0% vested in your entire interest in the Plan, the Plan will treat you as having received a cash-out distribution of $0.  This "distribution" results in a forfeiture of your entire Plan interest.  Normally, this forfeiture occurs on the date you terminate employment with the Employer.  However, if you are entitled to an allocation of Employer contributions for the plan year in which you terminate employment with the Employer, this forfeiture occurs as of the first day of the next plan year.  If you return to employment before you incur a forfeiture break in service, the Plan will restore this forfeiture, as if you repaid a cash-out distribution.

(11) Payment of Benefits After Termination of Employment:  After you terminate employment with the Employer, the time at which the Plan will commence distribution to you and the form of that distribution depends on whether your vested account balance exceeds $3,500.  If you receive a distribution from the Plan before you attain age 59 1/2, the law imposes a 10% penalty on the amount of the distribution you receive to the extent you must include the distribution in your gross income, unless you qualify for an exception from this penalty.  You should consult a tax advisor regarding this 10% penalty.  This summary makes references to your normal retirement age.  Normal retirement age under this Plan is 65.

If your vested account balance does not exceed $3,500, the Plan will distribute that portion to you, in a lump sum, on MARCH 1st of the FIRST plan year beginning after you terminate employment with the Employer, or as soon as administratively practicable following that date.  If you already have attainted normal retirement age when you terminate employment, the Plan must make this distributions no later than the 60th day following the close of the plan year in which your employment terminates, even if the normal distribution date would occur later.  The Plan does not permit you to receive distribution in any form other than a lump sum if your vested account balance does not exceed $3,500.

If your vested account balance exceeds $3,500, the Plan will commence distribution to you at the time you elect to commence distribution.  The Plan permits you to elect distribution:

              as of any distribution date following your termination of employment with the Employer.

A "distribution date" under the Plan means MARCH 1ST.  You may not actually receive distribution on the distribution date you elect.  The Plan provides the Trustee an administratively reasonable time following a particular distribution date to make actual distribution to a participant.

No later than 30 days prior to your earliest possible distribution date, the Advisory Committee will provide you a notice explaining your right to elect distribution from the Plan and the forms necessary to make your election.  If you do not make a distribution election, the Plan will commence distribution to you on the 60th day following the close of the plan year in which the latest of three events occurs:  (1) your attainment of normal retirement age; (2) your attainment of age 62; or (3) your termination of employment with the Employer.  To determine whether your vested account balance exceeds $3,500, the Plan normally looks to the last valuation of your account prior to the scheduled distribution date.

With limited exceptions, you may not commence distributions of your vested account balance later than April 1 of the calendar year following the calendar year in which you attain age 70 1/2, even if you have not terminated employment with the Employer.  This required distribution date overrides any contrary distribution date described in this summary.  If the Employer terminates the Plan before you receive complete distribution of your vested benefits, the Plan might make distribution to you before you otherwise would elect distribution.  Upon Plan termination, if your vested account balance exceeds $3,500 you will receive an explanation of your distribution rights.

For purposes of making a distribution of any portion of your vested account balance, the Plan refers to the latest valuation of your account balance.  The Plan requires valuation of the trust fund, and adjustment of participant's accounts, as of the last day of each plan year.  The Advisory Committee also may require a valuation on any other date.  You will not receive any adjustment to your account balance for trust fund earnings after the latest valuation date.  In general, the Plan allocates trust fund earnings, gains or losses for a valuation period on the basis of each participant's opening account balance at the beginning of the valuation period, less any distributions and charges to each participant's account during the valuation period.

Forms of Benefit Payment: If your vested account balance exceeds $3,500, the Plan permits you to elect distribution under any one of the following methods:

          (a) Lump sum.

          (b) Part lump sum and part installments, as described in (c).

          (c) Installment payments (annually, quarterly or monthly) over a specified period of time, not exceeding your life expectancy or the joint life expectancy of you and your designated beneficiary.

Under an installment distribution, the Advisory Committee may direct to have the Plan segregate the amount owed to you in a separate account apart from other trust fund assets.  Your separate account will continue to draw interest during the period the Plan is making retirement payments to you.  If the Plan does not segregate the amount owed to you in a separate account, your retirement account will remain a part of the trust fund and continue to share in trust fund earnings, gains or losses. 

The benefit payment rules described in Sections (11) through (14) reflect the current Plan provisions.  If an Employer amends its Plan to change benefit payment options, some options may continue for those participants or beneficiaries who have account balances at the time of the change.  If an eliminated option continues to apply to you, the information you receive from the Advisory Committee at the time you are first eligible for distribution from the Plan will include an explanation of that option.

(12) Payment of Benefits Prior to Termination of Employment:  Other than the post-age 70 1/2 distribution requirement described in Section (11), the Plan does not permit you to receive payment of any portion of your account balance, unless you terminate employment with the Employer.

(13) Disability Benefits: If you terminate employment because of disability, the Plan will pay your vested account balance to you in lump sum at the same time as it would pay your vested account balance for any other termination of employment.  However, if your vested account balance exceeds $3,500, the disability distribution rules are subject to any election requirements described in Section (11).  In general, disability under the Plan means because of a physical or mental disability you are unable to perform the duties of your customary position of employment for an indefinite period which, in the opinion of the Advisory Committee, will be of long continued duration.  The Advisory Committee also considers you disabled if you terminate employment because of a permanent loss or loss of use of a member or function or your body or a permanent disfigurement.  The Advisory Committee may require a physical examination in order to confirm the disability.

(14) Payment of Benefits upon Death:  If you die prior to receiving all of your benefits under the Plan, the Plan will pay the balance of your account to your beneficiary.  If the Employer permits the Trustee to purchase life insurance on your life with a portion of your account balance, your account balance also will receive any life insurance proceeds payable by reason of your death.

The Advisory Committee will provide you with an appropriate form for naming a beneficiary.  If you are married, your spouse must consent to the designation of any non-spouse beneficiary.  If your vested account balance payable to your designated beneficiary does not exceed $3,500, the Plan will pay the benefit in a lump sum, to your designated beneficiary as soon as administratively practicable after your death.  If your vested account balance payable to your designated beneficiary exceeds $3,500, the Plan will pay the benefit to your designated beneficiary, in the form and at the time elected by the beneficiary, unless, prior to your death, you specify the timing and the form of the beneficiary's distribution.  The benefit payment election generally must complete distribution of your account balance within five years of your death, unless distribution commences within one year of your death to your designated beneficiary or unless benefits had commenced prior to your death under the mandatory post-age 70 1/2 distribution requirements described in Section (11). 

(15) Disqualification of Participant Status - Loss or Denial of Benefits:  There are no specific Plan provisions which disqualify you as a participant or which cause you to lose plan benefits, except as provided in Sections (7) and (10).  However, if you become disabled and do not receive compensation from the Employer, you will not receive an allocation of the Employer's contribution to the Plan during the period of disability.  In addition, if your Plan benefits become payable  after termination of employment and the Advisory Committee is unable to locate you at your last address of record, you may forfeit your benefits under the Plan.  Therefore, it is very important that you keep the Employer apprised of your mailing address even after you have terminated employment.  Finally, if the Employer terminates the Plan, which it has the right to do, you would receive benefits under the Plan based on your account balance accumulated to the date of the termination of the Plan.  Termination of the Plan could occur before you attain normal retirement age.  If the Employer terminates the Plan, your account will become 100% vested, if not already 100% vested, unless you forfeited the nonvested portion prior to the termination date.

The termination of the Plan does not permit you to receive a distribution from your account unless: (1) you otherwise have the right to a distribution, as described in Sections (11) and (12); or (2) the Employer does not maintain a successor defined contribution plan.  If you are able to receive a distribution only because the Employer does not maintain a successor defined contribution plan, you must agree to take that distribution as part of a lump sum payment of your entire account balance under the Plan.  The Trustee will transfer to the successor defined contribution plan any portion of your interest the Plan is unable to distribute to you.

The fact that the Employer has established this Plan does not confer any right to future employment with the Employer.  Furthermore, you may not assign your interest in the Plan to another person or use your Plan interest as collateral for a loan from a commercial lender.

(16) Claims Procedure:  You need not file a formal claim with the Advisory Committee in order to receive your benefits under the Plan.  When an event occurs which entitles you to a distribution of your benefits under the Plan, the Advisory Committee automatically will notify you regarding your distribution rights.  However, if you disagree with the Advisory Committee's determination of the amount of your benefits under the Plan or with respect to any other decision the Advisory Committee may make regarding your interest in the Plan, the Plan contains the appeal procedure you should follow.  In brief, if the Advisory Committee of the Plan determines it should deny benefits to you, the Plan Administrator will give you written notice of the specific reasons for the denial.  The notice will refer you to the pertinent provisions of the Plan supporting the Advisory Committee's decision.  If you disagree with the Advisory Committee, you, or a duly authorized representative, must appeal the adverse determination in writing to the Advisory Committee within 75 days after the receipt of the notice of denial of benefits.  If you fail to appeal a denial within the 75-day period, the Advisory Committee's determination will be final and binding.

If you appeal to the Advisory Committee, you, or your duly authorized representative, must submit the issues and comments you feel are pertinent to permit the Advisory Committee to re-examine all facts and make a final determination with respect to the denial.  The Advisory Committee, in most cases,  will make a decision within 60 days of a request on appeal unless special circumstances would make the rendering of a decision within the 60-day period unfeasible.  In any event, the Advisory Committee must  render a decision within 120 days after its receipt of a request for review.  The same procedures apply if, after your death, your beneficiary makes a claim for benefits under the Plan.

(17) Retired Participant, Separated Participant with Vested Benefit, Beneficiary Receiving Benefits:  If you are a retired participant or beneficiary receiving benefits, the benefits you presently are receiving will continue in the same amount and for the same period provided in the mode of settlement selected at retirement.  If you are a separate participant with a vested benefit, you may obtain a statement of the dollar amount of your vested benefit upon request to the Plan Administrator.  There is no Plan provision which reduces, changes, terminates, forfeits, or suspends the benefits of a retired participant, a beneficiary receiving benefits or a separated participant's vested benefit amount, except as provided in Section (15).

(18) Participant's Rights under ERISA:  As a participant in the Plan, you are entitled to certain rights and protections under the Employee Retirement Income Security Act of 1974 (ERISA).  ERISA provides that all Plan participants are entitled to:

(a)  Examine without charge, at the Plan Administrator's office and at other specified locations (such as worksites), all Plan documents, including insurance contracts and copies of all documents filed by the Plan with the U.S. Department of Labor, such as detailed annual reports and plan descriptions.

(b)  Obtain copies of all Plan documents and other Plan information upon written request to the Plan Administrator.  The Plan Administrator may make a reasonable charge or the copies.

(c) Receive a summary of the Plan's annual financial report.  ERISA requires the Plan Administrator to furnish each participant with a copy of this summary annual report.

(d)  Obtain a statement telling you that you have a right to receive a retirement benefit at the normal retirement age under the Plan and what your benefit could be at normal retirement age if you stop working under the Plan now.  If you do not have a right to a retirement benefit, the statement will advise you of the number of additional years you must work to receive a retirement benefit.  You must request this statement in writing.  The law does not require the Plan Administrator to give this statement more than once a year.  The Plan must provide the statement free of charge.

In addition to creating rights for Plan participants, ERISA imposes duties upon the people who are responsible for the operation of the employee benefit plan.  The people who operate this Plan, called "fiduciaries" of the Plan, have a duty to do so prudently and in the interest of you and other Plan participants and beneficiaries.  No one, including your Employer, your union or any other person may fire you or otherwise discriminate against you in any way to prevent you from obtaining a retirement benefit or from exercising your rights under ERISA.

If your claim for a retirement benefit is denied in whole or in part, you must receive a written explanation of the reason for the denial.  You have the right to have the Plan review and reconsider your claim.

Under ERISA, there are steps you can take to enforce the above rights.  For instance, if you request materials from the Plan and do not receive the materials within 30 days, you may file suit in a Federal court.  In such a case, the court may require the Plan Administrator to provide the materials and pay you up to $100 a day until you receive the materials, unless the materials were not sent because of reasons beyond the control of the Plan Administrator.  If you have a claim for benefits which is denied or ignored, in whole or in part, you may file suit in a state or Federal court.  If it should happen that Plan fiduciaries misuse the Plan's money, or if you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a Federal court.  The court will decide who should pay court costs and legal fees.  If you are successful, the court may order the person you have sued to pay these costs and fees.  If you lose, the court may order you to pay these costs and fees, for example, if it finds your claim is frivolous.

If you have any questions about your Plan, you should contact the Plan Administrator.  If you have any questions about this statement or about your rights under ERISA, you should contact the nearest Area Office of the U.S. Labor-Management Services Administration, Department of Labor.

(19) Federal Income Taxation of Benefits Paid:  Existing Federal income tax laws do not require you to report as income the portion of the annual Employer contribution allocated to your account.  However, when the Plan later distributes your annual account balance to you, such as upon your retirement, you must report as income the Plan distributions you receive.  The Federal tax laws may permit you to report a Plan distribution under a special averaging provision.  Also, if may be possible for you to defer Federal income taxation of a distribution by making a "rollover" contribution to your own individual retirement account.

Mandatory income tax withholding rules apply to some distributions you do not rollover directly to an individual retirement account or to another plan.  At the time you receive a distribution, you also will receive a notice discussing withholding requirement and the options available to you.  We emphasize you should consult your own tax advisor with respect to the proper method of reporting any distribution you receive from the Plan.