Retirement Plan

EXHIBIT 10.8


TABLE OF CONTENTS BANK ONE TRUST COMPANY, N.A.
PROTOTYPE RETIREMENT PLAN NO. 1


ARTICLE TITLE PAGE


I NAME, PURPOSE AND EFFECTIVE DATE OF PLAN 1


II DEFINITIONS 1


III PARTICIPATION REQUIREMENTS 14


IV PLAN CONTRIBUTIONS 17


V PARTICIPANT ACCOUNTS, ALLOCATION OF CONTRIBUTIONS
AND VALUATION OF ASSETS 21


VI PROVISIONS APPLICABLE TO TOP HEAVY PLANS 22


VII 415 LIMITATIONS ON ALLOCATIONS 25


VIII 401(k) SALARY SAVINGS CONTRIBUTION LIMITATIONS
AND REFUNDS 31


IX EMPLOYEE CONTRIBUTIONS AND EMPLOYER MATCH
CONTRIBUTIONS - LIMITATIONS,
REFUNDS AND FORFEITURES 35


X IN-SERVICE WITHDRAWALS 38


XI PARTICIPANT LOANS 40


XII RETIREMENT AND DEATH BENEFITS 42


XIII BENEFITS UPON TERMINATION OF SERVICE 57


XIV PLAN FIDUCIARY RESPONSIBILITIES 60


XV TRUSTEE AND TRUST FUND INVESTMENTS 64


XVI THE INSURER 72


XVII LIFE INSURANCE POLICIES 72


XVIII TRANSFER OF ASSETS, ROLLOVER CONTRIBUTIONS 74


XIX CLAIMS PROCEDURE 76


XX AMENDMENT AND TERMINATION 77


XXI MISCELLANEOUS 79


BANK ONE TRUST COMPANY, N.A.
PROTOTYPE RETIREMENT PLAN NO. 1


BANK ONE TRUST COMPANY, N.A. ("Bank One") is the sponsor of this Prototype Retirement Plan, which an Employer may adopt by executing a Plan Adoption Agreement. The Trustee who is to act as Trustee hereunder shall indicate acceptance of the provisions of this Plan and Trust upon the page and in the manner provided for that purpose, whereupon this instrument shall be a valid and binding Plan and Trust in accordance with its terms and provisions.


ARTICLE I


NAME, PURPOSE AND EFFECTIVE DATE OF PLAN


1.01 This Plan shall be known as Bank One Prototype Retirement Plan No. 1.
This Plan is Bank One Basic Plan Document No. 01.


1.02 This Plan and Trust has been established for the exclusive benefit of the
eligible Employees of each Employer and their Beneficiaries, and as far as
possible shall be interpreted and administered in a manner consistent with
this intent and consistent with the requirements of Code Section 401. If
the Employer's plan fails to attain or retain qualification under Code
Section 401, such plan shall no longer participate under this Prototype
Plan and will be considered an individually designed plan.


1.03 Subject to Article VII and to Section 20.05, under no circumstances shall
any property of the Trust, or any contributions made by the Employer under
its Plan or Trust, be used for, or diverted to, purposes other than for
the exclusive benefit of the Employees of such Employer, or their
Beneficiaries.


1.04 The Effective Date of this Plan and Trust shall be the date specified as
such in Item 6 of the Adoption Agreement.


ARTICLE II


DEFINITIONS


As used in this Agreement, the following words and phrases shall have the meanings set forth herein unless a different meaning is clearly required by the context.


2.01 "Accrued Benefit" means the sum of the balances of the separate accounts
maintained on a Participant's behalf pursuant to Section 5.01.


2.02 "Administrator" means the person or persons designated by the Employer in
Item 10 of the Adoption Agreement to administer the Plan on behalf of the
Employer.


2.03 "Adoption Agreement" means the separate agreement executed by each
Employer adopting the Plan, in which the Employer's selection of options
under the Plan are indicated.


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2.04 "Age" means the age of a person at his last birthday.


2.05 "Beneficiary" means the person, trust, organization or estate designated
to receive Plan benefits payable on or after the death of a Participant.


2.06 "Compensation" means a Participant's Section 3401(a) wages, Section
6041/etc. compensation or Section 415 safe-harbor compensation (as defined
below), whichever is elected by the Employer in Section 2.06 of the
Adoption Agreement. For any Self-Employed Individual covered under the
Plan, Compensation will mean Earned Income. Compensation shall include
only that compensation which is actually paid to the Participant during
the determination period. Except as provided elsewhere in the Plan, the
determination period shall be the period elected by the Employer in the
Adoption Agreement.


(1) Section 3401(a) wages. Wages as defined in Code Section 3401(a) for
the purposes of income tax withholding at the source but determined
without regard to any rules 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
Code Section 3401(a)(2)).


(2) Section 6041/etc. compensation (Wages, Tips and Other Compensation
Box on Form W-2). Compensation defined as wages within the meaning
of Section 3401(a) of the Code and all other payments of
compensation to the Employee by the Employer (in the course of the
Employer's trade or business) for which the Employer is required to
furnish the Employee a written statement under Sections 6041(d),
6051(a)(3) and 6052 of the Code, determined 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.


(3) 415 safe-harbor compensation. Wages, salaries, and fees for
professional services and other amounts received (without regard to
whether or not an amount is paid in cash) for personal services
actually rendered in the course of employment with the Employer
maintaining the Plan to the extent that the amounts are includible
in gross income (including, but not limited to, commissions paid
salesmen, compensation for services on the basis of a percentage of
profits, commissions on insurance premiums, tips, bonuses, fringe
benefits, and reimbursements or other expense allowances under a
nonaccountable plan (as described in Section 1.62-2(c) of the
Regulations)), and excluding the following:


(a) Employer contributions to a plan of deferred compensation
which are not includible in the Employee's gross income for
the taxable year in which contributed, or Employer
contributions under a simplified employee pension plan to the
extent such contributions are deductible by the Employee, or
any distributions from a plan of deferred compensation;


(b) Amounts realized from the exercise of a non-qualified stock
option, or when restricted stock (or property) held by the
Employee either becomes freely transferable or is no longer
subject to a substantial risk of forfeiture;


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(c) Amounts realized from the sale, exchange or other disposition
of stock acquired under a qualified stock option; and


(d) Other amounts which receive special tax benefits, or
contributions made by the Employer (whether or not under a
salary reduction agreement) towards the purchase of an annuity
contract described in Section 403(b) of the Code (whether or
not the contributions are actually excludible from the gross
income of the Employee).


Notwithstanding the above, if elected by the Employer in the Adoption
Agreement, Compensation shall include any amount which is contributed by
the Employer on behalf of a Participant pursuant to a salary reduction
agreement and which is not includible in the gross income of the
Participant under Sections 125, 402(e)(3), 402(h) or 403(b) of the Code.


In the case of an incorporated Employer which adopts a non-standardized
plan with a non-integrated allocation formula, if the Plan is not a Top
Heavy Plan, the Employer may specify in Section 2.06 of the Adoption
Agreement that certain items of Compensation may be disregarded.


Notwithstanding the above, if the Employer is incorporated, for the first
year of Plan participation, Compensation paid prior to the date the
Employee becomes a Participant shall be excluded if the Employer so
specified in Section 2.06 of the Adoption Agreement.


If so elected by the Employer, Compensation shall be limited to the dollar
amount specified in Section 2.06 of the Adoption Agreement.


For Plan Years beginning on or after January 1, 1994, the annual
Compensation of each Participant taken into account for determining all
benefits provided under the Plan for any determination period shall not
exceed $150,000. This limitation shall be adjusted for inflation by the
Secretary in multiples of $10,000 by applying an inflation adjustment
factor and rounding the result down to the next multiple of $10,000
(increases of less than $10,000 are disregarded). If a Plan determines
Compensation over a period of time that contains fewer than 12 calendar
months, then the annual Compensation limit is an amount equal to the
annual Compensation limit for the calendar year in which the Compensation
period begins multiplied by the ratio obtained by dividing the number of
full months in the period by 12.


In determining the Compensation of a Participant for purposes of this
limitation, the rules of Section 414(q)(6) of the Code shall apply, except
in applying such rules, the term "family" shall include only the spouse of
the Participant and any lineal descendants of the Participant who have not
attained age 19 before the close of the year. If, as a result of the
application of such rules the adjusted $150,000 limitation is exceeded,
then (except for purposes of determining the portion of Compensation up to
the integration level if this Plan provides for permitted disparity), the
limitation shall be prorated among the affected individuals in proportion
to each such individual's Compensation as determined under this Section
prior to the application of this limitation.


If Compensation for any prior determination period is taken into account
in determining the Employee's contributions or benefits for the current
determination period, the Compensation for such prior determination period
is subject to the applicable annual Compensation limit in effect for


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that prior period. For this purpose, for years beginning before January
1, 1990, the applicable annual Compensation limit is $200,000. For years
beginning on or after January 1, 1990, and before January 1, 1994, the
applicable annual compensation limit is as follows: for 1990, $209,200;
for 1991, $222,220; for 1992, $228,860; and for 1993, $235,840. In
addition, in determining allocations in Plan Years beginning on or after
January 1, 1994, the annual periods beginning before that date is
$150,000.


For purposes of Articles VIII and IX, Compensation shall also include
amounts attributable to services performed in the given Plan Year and paid
within 2 1/2 months of the given Plan Year or that would have been paid
within such timeframe but for their contribution as a Salary Savings
Contribution within 12 months of the given Plan Year.


2.07 "Earned Income" means net earnings from self-employment for services
actually rendered to the trade or business for which this Plan is
established, in which trade or business personal services of an Owner-
Employee or a Self-Employed Individual are a material income-producing
factor. Earned Income of such trade or business shall also include gains
(other than gains from the sale of a capital asset, as defined in the
Code) and net earnings derived from the sale or other disposition of, the
transfer of any interest in, or the licensing of the use of, property
(other than good will) by an individual whose personal efforts created
such property. Net earnings will be determined without regard to items
not included in gross income and the deductions allocable to such items.
Net earnings shall be reduced by contributions by the Employer to a
qualified retirement plan to the extent deductible under Code Section 404.


For taxable years beginning after December 31, 1989, net earnings shall be
determined after the federal income tax deduction allowed to the Employer
by Section 164(f) of the Code for self-employment taxes.


2.08 "Employee" means any Self-Employed Individual and any common-law employee
who is employed by the Employer maintaining the Plan or by any other
employer required to be aggregated with such Employer under Sections
414(b), (c), (m) or (o) of the Code. The term "Employee" shall also
include any leased employee deemed to be an employee of any employer
described in the previous paragraph pursuant to Sections 414(n) or (o) of
the Code.


The term "leased employee" means any person (other than an employee of the
recipient) who pursuant to an agreement between the recipient and any
other person ("leasing organization") has performed services for the
recipient (or for the recipient and related persons determined in
accordance with Section 414(n)(6) of the Code) on a substantially full
time basis for a period of at least one year and such services are of a
type historically performed by employees in the business field of the
recipient Employer. Contributions or benefits provided a leased employee
by the leasing organization which are attributable to services performed
for the recipient Employer shall be treated as provided by the recipient
Employer.


A leased employee shall not be considered an employee of the recipient if:
(i) such employee is covered by a money purchase pension plan providing:
(1) a nonintegrated employer contribution rate of at least 10 percent of
compensation, as defined in Section 7.14 of the Plan, but including
amounts contributed by the employer pursuant to a salary reduction
agreement which are excludable from the employee's gross income under
Sections 125, 402(e)(3), 402(h) or 403(b) of the Code, (2) immediate
participation, and (3) full and immediate vesting; and (ii) leased


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employees do not constitute more than 20 percent of the recipient's
nonhighly compensated workforce.


2.09 "Employer" means the entity specified in Item 1 of the Adoption Agreement,
any Participating Employer who completed and executed the Adoption
Agreement, any successor employer which shall maintain this Plan and, in
the case of a Non-Standardized Plan, any Predecessor Employer specified in
Item 16 of the Adoption Agreement. Participating Employers shall be
listed in Item 4 of the Adoption Agreement.


2.10 "Family Member" means, with respect to any Employee or former Employee,
such Employee's or former Employee's spouse and lineal ascendants and
descendants, and the spouses of lineal ascendants and descendants.


2.11 "Fiduciary" means any person who (a) exercises any discretionary authority
or discretionary control respecting management of the Plan or exercises
any authority or control respecting management or disposition of its
assets, (b) renders investment advice for a fee or other compensation,
direct or indirect, with respect to any monies or other property of the
Plan or has any authority or responsibility to do so, or (c) has any
discretionary authority or discretionary responsibility in the
administration of the Plan, including, but not limited to, the Trustee,
the Employer and the Plan Administrator.


2.12 "Five Percent Owner" means, in the case of a corporation, any person who
owns (or is considered as owning within the meaning of Code Section 318)
more than five percent of the outstanding stock of the Employer or stock
possessing more than five percent of the total combined voting power of
all stock of the Employer. In the case of an Employer that is not a
corporation, "Five Percent Owner" means any person who owns or under
applicable regulations is considered as owning more than five percent of
the capital or profits interest in the Employer. In determining
percentage ownership hereunder, employers that would otherwise be
aggregated under Code Sections 414(b), (c), and (m) shall be treated as
separate employers.


2.13 "Former Participant" means a person who has been an active Participant but
who has ceased to actively participate in the plan for any reason.


2.14 "401(a) Employer Contribution" means a profit sharing or money purchase
pension contribution made by the Employer to the Trust pursuant to Section
4.01 of the Plan and Adopt ionAgreement (Section 4.01(1) of the Adoption
Agreement in the case of a 401(k) Plan). 401(a) Employer contributions
are subject to the 401(a) Employer Contribution vesting schedule elected
by the Employer in Section 13.01(1) of the Adoption Agreement.


2.15 "401(a) Employer Match Contribution" means, in the case of a 401(k) plan,
a match contribution made by the Employer to the Trust pursuant to Section
4.01 of the Plan and Section 4.01(3) of the Adoption Agreement. 401(a)
Employer Match Contributions are subject to the Match Contribution vesting
schedule elected by the Employer in Section 13.01(1) of the Adoption
Agreement.


2.16 "401(k) Employer Contribution" means a 401(k) Plan contribution made by
the Employer to the Trust pursuant to Sections 4.01 and 4.03 of the Plan
and Section 4.01(2) of the Adoption Agreement. 401(k) Employer
Contributions shall be 100% vested and nonforfeitable at all times.


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2.17 "401(k) Employer Match Contribution" means a match contribution made to
the Trust pursuant to Section 4.01 of the Plan and Section 4.01(3) of the
Adoption Agreement. 401(k) Employer Match Contributions shall be 100%
vested and nonforfeitable at all times.


2.18 "Highly Compensated Employee" means and includes highly compensated active
Employees and highly compensated former Employees.


A highly compensated active Employee includes any Employee who performs
service for the Employer during the determination year and who, during the
look-back year:


(i) received Compensation from the Employer in excess of $75,000 (as
adjusted pursuant to Section 415(d) of the Code);


(ii) received Compensation from the Employer in excess of $50,000 (as
adjusted pursuant to Section 415(d) of the Code) and was a member of
the top-paid group for such year; or


(iii) was an officer of the Employer and received Compensation during such
year that is greater than 50 percent of the dollar limitation in
effect under Section 415(b)(1)(A) of the Code.


The term Highly Compensated Employee also includes:


(i) Employees who are both described in the preceding sentence if the
term "determination year" is substituted for the term "look-back
year" and the Employee is one of the 100 Employees who received the
most Compensation from the Employer during the determination year;
and


(ii) Employees who are Five Percent Owners at any time during the look-
back year or determination year.


If no officer has satisfied the Compensation requirement in (iii) above
during either a determination year or look-back year, the highest paid
officer for such year shall be treated as a Highly Compensated Employee.


For this purpose, the determination year shall be the Plan Year. The
look-back year shall be the twelve-month period immediately preceding the
determination year.


A highly compensated former Employee includes any Employee who separated
from service (or was deemed to have separated) prior to the determination
year, performs no service for the Employer during the determination year,
and was a highly compensated active Employee for either the separation
year or any determination year ending on or after the Employee's 55th
birthday.


If an Employee is, during a determination year or look-back year, a Family
Member of either a Five Percent Owner who is an active or former Employee
or a Highly Compensated Employee who is one of the 10 most highly
compensated Employees ranked on the basis of Compensation paid by the
Employer during such year, then the Family Member of the Five Percent
Owner or top-ten highly compensated Employee shall be aggregated. In such
case, the Family Member and Five Percent Owner or top-ten highly
compensated Employee shall be treated as a single Employee


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receiving compensation and Plan contributions or benefits equal to the sum
of such Compensation and contributions or benefits of the Family Member
and Five Percent Owner or top-ten highly compensated Employee.


The determination of who is a Highly Compensated Employee, including the
determinations of the number and identity of Employees in the top-paid
group, the top 100 Employees, the number of Employees treated as officers
and the Compensation that is considered, will be made in accordance with
Section 414(q) of the Code and the Regulations thereunder. The "top-paid
group" are the top 20% of Employees ranked on the basis of Compensation
for the year in question. In determining the number of Employees in the
top twenty percent, those Employees described in Code Section 414(q)(8)
and 414(q)(11) shall be excluded.


If elected by the Employer in Section 2.18 of the Adoption Agreement, the
preceding Section will be modified by substituting $50,000 for $75,000 in
(i) and by disregarding (ii). This simplified definition of Highly
Compensated Employee will apply only to Employers that maintain
significant business activities (and employ Employees) in at least two
significantly separate geographic areas.


2.19 "Hour of Service" means:


(a) Each hour for which an Employee is paid, or entitled to payment, for
the performance of duties for the Employer. These hours shall be
credited to the Employee for the computation period in which the
duties are performed;


(b) Each hour for which an Employee is paid, or entitled to payment, by
the Employer on account of a period of time during which no duties
are performed (irrespective of whether the employment relationship
has terminated) due to vacation, holiday, illness, incapacity
(including disability), layoff, jury duty, military duty or leave of
absence. No more than 501 Hours of Service shall be credited under
this paragraph for any single continuous period (whether or not such
period occurs in a single computation period). Hours under this
paragraph shall be calculated and credited pursuant to Section
2530.200b-2 of the Department of Labor Regulations which are
incorporated herein by this reference; and


(c) Each hour for which back pay, irrespective of mitigation of damages,
is either awarded or agreed to by the Employer. The same Hours of
Service shall not be credited both under paragraph (a) or paragraph
(b), as the case may be, and under this paragraph (c). These Hours
shall be credited to the Employee for the computation period or
periods to which the award or agreement pertains rather than the
computation period in which the award, agreement or payment is made.


In addition to the foregoing rules, Hours of Service will be credited for
employment with other members of an affiliated service group (under
Section 414(m) of the Code), a controlled group of corporations (under
Section 414(b) of the Code), or a group of trades or businesses under
common control (under Section 414(c) of the Internal Revenue Code), of
which the adopting Employer is a member, and any other entity required to
be aggregated with the Employer pursuant to Section 414(o) of the Code and
the Regulations thereunder.


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Hours of Service will also be credited for any individual considered an
Employee for purposes of the Plan under Sections 414(n) or (o) of the
Internal Revenue Code and the Regulations thereunder.


Solely for purposes of determining whether a One Year Break in Service, as
defined in Section 2.28, for participation and vesting purposes has
occurred in a computation period, an individual who is absent from work
for maternity or paternity reasons shall receive credit for the Hours of
Service which wo ...