MENS WEARHOUSE INC
1ST AMENDMENT TO 401(K) SAVINGS PLAN
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<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>h01689exv10w2.txt
<DESCRIPTION>1ST AMENDMENT TO 401(K) SAVINGS PLAN
<TEXT>
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                                                                    EXHIBIT 10.2


                               FIRST AMENDMENT TO
                  THE MEN'S WEARHOUSE, INC. 401(k) SAVINGS PLAN

         THIS AGREEMENT, by The Men's Wearhouse, Inc. (the "Sponsor"),

                                   WITNESSETH:

         WHEREAS, the Sponsor maintains The Men's Wearhouse, Inc. 401(k) Savings
Plan (the "Plan") and its related trust (the "Trust");

         WHEREAS, the Sponsor retained the right to amend the Plan from time to
time; and

         WHEREAS, the Sponsor amended and restated the Plan effective as of
January 1, 2002; and

         WHEREAS, the Board of Directors of the Sponsor previously approved
resolutions authorizing any amendments to the Plan as may be required by the
Internal Revenue Service in order to make the Plan and Trust effective and to
obtain a favorable determination letter that the Plan is a qualified plan under
section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code") and
the Trust is exempt from federal income taxes under section 501(a) of the Code;
and

         NOW, THEREFORE, effective January 1, 1998, the Sponsor agrees that the
Plan is hereby amended as follows:

                  Sections 1.04, 1.22, 1.24, 5.04, 12.08, A.l.12, A.3.2, and
         A.3.3 are hereby completely amended and restated to provide as set
         forth in the substitute pages attached hereto which shall be inserted
         into the Plan in place of the above-described original sections. In
         addition, a new Section 12.11 is hereby added immediately following
         Section 12.10 of the Plan to provide as set forth in the substitute
         pages attached hereto which shall be inserted into the Plan.

         IN WITNESS WHEREOF, the Sponsor has executed this Agreement this 16 day
of July 2002.

                                                THE MEN'S WEARHOUSE, INC.


                                                By: /s/ [ILLEGIBLE]
                                                    ---------------------------

                                                Title: Vice President
                                                       ------------------------


<PAGE>


modified by substituting the phrase "more than 50 percent" in place of the
phrase "at least 80 percent" each place the latter phrase appears in section
1563(a)(1) of the Code.

         1.04 "ANNUAL COMPENSATION" means the Employee's wages from the
Affiliated Employers as defined in section 3401(a) of the Code for purposes of
federal 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) modified by including
elective contributions under a cafeteria plan described in section 125 of the
Code, elective contributions to any plan qualified under section 401(k), 408(k),
or 403(b) of the Code, and, effective January 1, 1998, elective contributions
under a plan described in section 132(f) of the Code. Except for purposes of
Section A.4.1 of Appendix A of the Plan, Annual Compensation in excess of
$200,000.00 (as adjusted by the Secretary of Treasury for increases in the cost
of living) shall be disregarded. If the Plan Year is ever less than twelve
months, the $200,000.00 limitation (as adjusted by the Secretary of Treasury for
increases in the cost of living) will be prorated by multiplying the limitation
by a fraction, the numerator of which is the number of months in the Plan Year,
and the denominator of which is 12.

         1.05 "ANNUITY STARTING DATE" means the first day of the first period
for which an amount is payable as an annuity, or in the case of a benefit
payable in the form of a lump sum, the date on which the Trustee disburses the
lump sum.

         1.06 "BENEFICIARY" OR "BENEFICIARIES" means the person or persons, or
the trust or trusts created for the benefit of a natural person or persons or
the Member's or former Member's estate, designated by the Member or former
Member to receive the benefits payable under the Plan upon his death.

         1.07 "BOARD" means the board of directors of the Sponsor.

         1.08 "CATCH-UP ELIGIBLE MEMBER" means a Member who is age 50 or older
or who is projected to attain the age of 50 by December 31 of the applicable
Plan Year.

         1.09 "CODE" means the Internal Revenue Code of 1986, as amended from
time to time.

         1.10 "COMMITTEE" means the committee appointed by the Sponsor to
administer the Plan.

         1.11 "CONSIDERED COMPENSATION" means as to each Employee, that
Employee's Annual Compensation modified by excluding the following items (even
if includable in gross income): bonuses, awards, tax gross-up payments,
reimbursements or other expense allowances (such as the payment of moving
expenses or automobile mileage reimbursements), cash and noncash fringe benefits
(such as the use of an automobile owned by the Employer and club memberships),
deferred compensation (such as stock options and pay for accrued vacation upon
Separation From Service), compensation under a plan meeting the requirements of
Section 423 of the Code, welfare benefits (such as severance pay). Considered
Compensation in excess of $200,000.00 (as adjusted by the Secretary of Treasury
for increases in the cost of living) shall be disregarded. If the Plan Year is
ever less than twelve months, the $200,000.00 limitation (as adjusted by the
Secretary of Treasury for increases in the cost of living) will be prorated by


                                      I-2
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substantially equal periodic payments (not less frequently than annually) made
for the life (or life expectancy) of the Distributee or the joint lives (or
joint life expectancies) of the Distributee and the Distributee's Beneficiary,
or for a specified period of ten years or more; (b) any distribution to the
extent the distribution is required under section 401(a)(9) of the Code; (c) the
portion of any distribution that is not includable in gross income (determined
without regard to the exclusion for net unrealized appreciation with respect to
employer securities) unless the Eligible Retirement Plan to which the
distribution is transferred (1) agrees to separately account for amounts so
transferred, including separately accounting for the portion of such
distribution which is not includable in gross income or (2) is an individual
retirement account described in section 408(a) of the Code or an individual
retirement annuity described in section 408(b) of the Code (other than an
endowment contract); and (d) a distribution from any of the Member's Accounts
due to a financial hardship of the Member.

         1.17 "EMPLOYEE" means, except as otherwise specified in this Section,
all common law employees of an Affiliated Employer and all Leased Employees.

         1.18 "EMPLOYER" OR "EMPLOYERS" means the Sponsor, K&G Men's Center,
Inc., a Delaware corporation, K&G Men's Company Inc., a Delaware corporation,
TMW Purchasing LLC, a Delaware limited liability company, TMW Marketing Company,
Inc., a California corporation, The Men's Wearhouse of Texas LP, a Delaware
limited partnership, TMW Merchants LLC, a Delaware limited liability company,
The Men's Wearhouse of Michigan, Inc., a Delaware corporation, and TMW Finance
LP, a Delaware limited partnership, and any other business organization that
adopts the Plan.

         1.19 "ENTRY DATE" means the first day of any month.

         1.20 "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended from time to time.

         1.21 "FIVE PERCENT OWNER" means an Employee who is a five percent owner
as defined in section 416(i) of the Code.

         1.22 "HIGHLY COMPENSATED EMPLOYEE" means, effective January 1, 1997, an
Employee of an Affiliated Employer who, during the Plan Year or the preceding
Plan Year (a) was at any time a Five Percent Owner at any time during the Plan
Year or the preceding Plan Year or (b) had Annual Compensation from the
Affiliated Employers in excess of $80,000.00 (as adjusted from time to time by
the Secretary of the Treasury) for the preceding Plan Year.

         1.23 "HOUR OF SERVICE" means each hour that an Employee is paid or
entitled to payment by an Affiliated Employer for the performance of duties.

         1.24 "LEASED EMPLOYEE" means, effective January 1, 1997, any person who
(a) is not a common law employee of an Affiliated Employer, (b) pursuant to an
agreement between an Affiliated Employer and any other person, has performed
services for an Affiliated Employer (or for an Affiliated Employer 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 (c) performs
the services under primary direction and control of the recipient.


                                      I-4
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                                    ARTICLE V

                                    BENEFITS

         5.01 RETIREMENT BENEFIT. Upon his Separation From Service, a Member or
former Member is entitled to receive 100 percent of all of his Account balances.

         5.02 DEATH BENEFIT. If a Member or former Member dies, the death
benefit payable to his Beneficiary shall be 100 percent of the remaining amount
of his Account balances (reduced by any security interest held by the Plan by
reason of a loan outstanding to the Member).

         5.03 DISTRIBUTION METHODS AVAILABLE. The only distribution method
available under the Plan is a lump sum payment.

         5.04 LUMP SUM PAYMENT OF SMALL AMOUNTS UPON SEPARATION FROM SERVICE.
Notwithstanding any other provision of the Plan other than Section 5.09 and the
provisions of the following paragraph of this Section, effective August 1, 2000,
each Member or former Member (a) who does not die before the Annuity Starting
Date and (b) whose Account balances at the time of a distribution to him on
account of his Separation From Service are, in the aggregate, less than or equal
to $5,000.00 ($3,500 prior to January 1, 1998), shall be paid in the form of a
single sum payment. Subject to Section 5.09, effective August 1, 2000, if a
Member or former Member dies before he has received any payment from the Plan,
and the total of his Account balances at the time of the distribution is less
than or equal to $5,000.00 ($3,500 prior to January 1, 1998), his Beneficiary
shall be paid in the form of a lump sum payment. For this purpose, for
distributions prior to October 18, 2000, if the aggregate value of a Member's or
former Member's Account balances determined at the time of any prior payment to
him exceeded $5,000.00 ($3,500 prior to January 1, 1998), then the benefit to be
distributed at any subsequent time shall be deemed to exceed that amount. If a
Distributee who is subject to this Section 5.07 does not furnish instructions in
accordance with Plan procedures to directly roll over his Plan benefit within 45
days after he has been given direct rollover forms, he will be deemed to have
elected a lump sum cash distribution of his entire Plan benefit.

         Effective January 1, 2002, notwithstanding any other provision of the
Plan other than Section 5.06, if a Member's Account balance at the time of his
Separation from service is (a) less than or equal to $5,000.00 but greater than
$200, his Account balance shall be paid to him (or, in the event he has died, to
his Beneficiary) as soon as administratively practicable in the form of a single
sum payment in shares of Sponsor Stock with respect to amounts invested in
Sponsor Stock, cash and/or as a Direct Rollover or (b) less than or equal to
$200, his Account balance shall be paid to him (or, in the event he has died, to
his Beneficiary) as soon as administratively practicable in the form of a single
sum cash payment. If a Distributee who is subject to this Section 5.04 does not
furnish instructions in accordance with Plan procedures to directly roll over
his Plan benefit within 45 days after he has been given direct rollover forms,
he will be deemed to have elected a lump sum distribution of his entire Plan
benefit.

         5.05 FORM OF PAYMENT. All payments from the Plan shall be made in the
form of cash; provided however that a Member, former Member or Beneficiary may
elect to receive amounts invested in Sponsor Stock in an in-kind distribution of
Sponsor Stock.

                                      V-1
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is equal to or greater than the benefit he would have been entitled to receive
immediately before the merger, consolidation, or transfer (if the Plan had then
terminated).

         12.05 FORFEITURE BY LOST MEMBERS OR BENEFICIARIES. If a person who is
entitled to a distribution cannot be located during a reasonable search after
the Trustee has initially attempted making payment, that person's Account shall
be forfeited. Such amount shall be used to reduce the Employer's contribution
under the Plan. However, if at any time prior to the termination of the Plan and
the complete distribution of the Trust assets, the former Member or Beneficiary
files a claim with the Committee for the forfeited benefit, that benefit shall
be reinstated (without adjustment for trust income or losses during the
forfeited period) effective as of the date of the receipt of the claim. As soon
as appropriate following the Employer's Contribution of the reinstated amount,
it shall be paid to the former Member or Beneficiary in a single sum.

         12.06 GENDER OF WORDS USED. If the context requires it, words of one
gender when used in the Plan shall include the other gender, and words used in
the singular or plural shall include the other.

         12.07 SEVERABILITY. Each provision of this Agreement may be severed. If
any provision is determined to be invalid or unenforceable, that determination
shall not affect the validity or enforceability of any other provision.

         12.08 REEMPLOYED VETERANS. Effective December 12, 1994, the
requirements of the Uniformed Services Employment and Reemployment Rights Act of
1994 will be complied with in the operation of the Plan in the manner permitted
under section 414(u) of the Code. Notwithstanding any other provision of the
Plan, Contributions and Eligibility Service with respect to a person who has
engaged in qualified military service will be provided in accordance with
section 414(u) of the Code.

         12.09 LIMITATIONS ON LEGAL ACTIONS. No person may bring an action
pertaining to the Plan or the Trust until he has exhausted his administrative
claims and appeal remedies identified in Section 5.13. Further, no person may
bring an action pertaining to a claim for benefits under the Plan or the Trust
following 120 days after the Committee's final denial of his claim for benefits.

         12.10 GOVERNING LAW. The provisions of the Plan shall be construed,
administered, and governed under the laws of the United States unless the
specific matter in question is governed by state law in which event the laws of
the State of Texas shall apply.

         12.11 FAMILY AGGREGATION RULES. Effective for Plan Years beginning
after December 31, 1996, the family aggregation rules required by section
414(q)(6) of the Code have been deleted from the Plan. This Section is subject
to the plan amendment rules of section 1.401(a)(4)-5(a) of the Regulations.
Effective for Plan Years beginning after December 31, 1996, the Plan is amended
to delete the provision of family aggregation as described in section
401(a)(17)(A) of the Code which requires a Member, the spouse of such Member and
any lineal descendants who have not attained age 19 before the close of the Plan
Year to be treated as a single participant for purposes of applying the
limitation on compensation for a Plan Year.


                                     XII-2
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amount of those contributions permitted under the limitations set out in the
first sentence of Section A.2.4.

         A.1.8 "EXCESS AMOUNT" shall mean the excess of the Annual Additions
credited to the Member's Account for the Limitation Year over the Maximum
Permissible Amount.

         A.1.9 "EXCESS DEFERRAL" means the aggregate amount of a Member's Salary
Deferral Contributions and other elective deferral contributions described in
Section A.2.2 in excess of the limitation specified in Section A.2.2, or the
aggregate amount of the Member's Salary Deferral Contributions that the Member
timely notifies the Committee under Section A.2.2 exceeds the limitation in
section 402(g) of the Code.

         A.1.10 "EXCESS 401(k) CONTRIBUTIONS" means, with respect to any Plan
Year, the excess of (a) the aggregate amount of Section 401(k) Contributions
actually paid to the Trustee on behalf of Highly Compensated Employees for the
Plan Year over (b) the maximum amount of those contributions permitted under the
limitations set out in the first sentence of Section A.2.3.

         A.1.11 "LIMITATION YEAR" shall mean the Plan Year. All qualified plans
maintained by any Affiliated Employer must use the same Limitation Year. If the
Limitation Year is amended to a different 12-consecutive month period, the new
Limitation Year must begin on a date within the Limitation Year in which the
amendment is made.

         A.1.12 "MAXIMUM PERMISSIBLE AMOUNT" shall mean, effective January 1,
1995, the lesser of (a) $30,000 as adjusted by the Secretary of Treasury for
increases in the cost of living or (b) 25 percent of the Member's Annual
Compensation for the Limitation Year. Effective January 1, 2002, "Maximum
Permissible Amount" shall mean the lesser of (a) $40,000 as adjusted by the
Secretary of Treasury for increases in the cost of living or (b) 100 percent of
the Member's Annual Compensation for the Limitation Year. The Annual
Compensation limitation referred to in each clause (b) of the immediately
preceding sentences shall not apply to any contribution for medical benefits
(within the meaning of section 401(h) or section 419A(f)(2) of the Code) that is
otherwise treated as an Annual Addition under section 415(l)(1) or section
419A(d)(2) of the Code. If a short Limitation Year is created because of an
amendment changing the Limitation Year to a different 12-consecutive month
period, the Maximum Permissible Amount shall not exceed the dollar limitation in
effect under section 415(c)(l)(A) of the Code multiplied by a fraction, the
numerator of which is the number of months in the short Limitation Year, and the
denominator of which is 12. Effective January 1, 2000, the combined limit
described in section 415(e) of the Code is deleted.

         A.1.13 "PRECEDING PLAN YEAR" means the Plan Year immediately preceding
the Current Plan Year.

         A.1.14 "SECTION 401(k) CONTRIBUTIONS" means the sum of Salary Deferral
Contributions made on behalf of the Member during the Plan Year, and QNECs that
the Employer elects to have treated as section 401(k) Contributions pursuant to
section 401(k)(3)(d)(ii) of the Code.

         A.1.15 "SECTION 401(m) CONTRIBUTIONS" shall mean the sum of Employer
Matching Contributions made on behalf of the Member during the Plan Year and
other amounts that the


                                      A-2
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purposes of the test set forth in this Section only if they are allocated to the
Employee's Account as of a date within the Plan Year being tested within the
meaning of Regulation section 1.401(k)-1(b)(4).

         Failure to correct Excess Aggregate 401(m) Contributions by the close
of the Plan Year following the Plan Year for which they were made will cause the
Plan to fail to be qualified for the Plan Year for which the Excess Aggregate
401(m) Contributions were made and for all subsequent years during which they
remain in the Trust. Also, the Employer will be liable for a ten percent excise
tax on the amount of Excess Aggregate 401(m) Contributions unless they are
corrected within 2 1/2 months after the close of the Plan Year for which they
were made.

           PART A.3 CORRECTION PROCEDURES FOR ERRONEOUS CONTRIBUTIONS

         A.3.1 EXCESS DEFERRAL FAIL SAFE PROVISION. As soon as practical after
the close of each Plan Year, the Committee shall determine if there would be any
Excess Deferrals. If there would be an Excess Deferral by a Member, the Excess
Deferral as adjusted by any earnings or losses, will be distributed from the
Plan to the Member no later than April 15 following the Member's taxable year in
which the Excess Deferral was made. The income allocable to the Excess Deferrals
for the taxable year of the Member shall be determined by multiplying the income
for the taxable year of the Member allocable to Salary Deferral Contributions by
a fraction. The numerator of the fraction is the amount of the Excess Deferrals
made on behalf of the Member for the taxable year. The denominator of the
fraction is the Member's total Salary Deferral Account balance as of the
beginning of the taxable year plus the Member's Salary Deferral Contributions
for the taxable year.

         A.3.2 ACTUAL DEFERRAL PERCENTAGE FAIL SAFE PROVISION. As soon as
practicable after the close of each Plan Year, the Committee shall determine
whether the Actual Deferral Percentage for the Highly Compensated Employees
would exceed the limitation set forth in Section A.2.3. If the limitation would
be exceeded for a Plan Year, before the close of the following Plan Year (a) the
amount of Excess 401(k) Contributions for that Plan Year (and any income
allocable to those contributions as calculated in the specific manner required
by Section A.3.5) shall be distributed.

         The amount of Excess 401(k) Contributions to be distributed shall be
determined in the following manner:

         First, the Committee will determine the aggregate amount of the Excess
401(k) Contributions as follows. The Committee will determine how much the
Actual Deferral Ratio of the Highly Compensated Employee with the highest Actual
Deferral Ratio would have to be reduced to satisfy the Actual Deferral
Percentage Test or cause such Actual Deferred Ratio to equal the Actual Deferral
Ratio of the Highly Compensated Employee with the next highest Actual Deferred
Ratio. If a lesser reduction would enable the Plan to satisfy the Actual
Deferral Percentage Test, only the lesser reduction may be made. Second, this
process is repeated until the Actual Deferral Percentage Test is satisfied. The
amount of Excess 401(k) Contributions is equal to the sum of these hypothetical
reductions multiplied, in each case, by the Highly Compensated Employee's Annual
Compensation.


                                      A-6
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         Then, the total amount of Excess 401(k) Contributions shall be
distributed on the basis of the respective amounts attributable to each Highly
Compensated Employee. The Highly Compensated Employees subject to the actual
distribution are determined using the "dollar leveling method." The Salary
Deferral Contributions of The Highly Compensated Employee with the greatest
dollar amount of Salary Deferral Contributions and other contributions treated
as Section 401(k) Contributions for the Plan Year are reduced by the amount
required to cause that Highly Compensated Employee's Salary Deferral
Contributions to equal the dollar amount of the Salary Deferral Contributions
and other contributions treated as Section 401(k) Contributions for the Plan
Year of the Highly Compensated Employee with the next highest dollar amount.
This amount is then distributed to the Highly Compensated Employee with the
highest dollar amount. However, if a lesser deduction, when added to the total
dollar amount already distributed under this Section A.3.2 would equal the total
Excess 401(k) Contributions, the lesser reduction shall be distributed. This
process shall be continued until the amount of the Excess 401(k) Contributions
have been distributed.

         Any distributions of the Excess 401(k) Contributions for any Plan Year
are to be made to Highly Compensated Employees on the basis of the amount of
contributions by, or on behalf of, each Highly Compensated Employee. The amount
of Excess 401(k) Contributions to be distributed for any Plan Year must be
reduced by any excess Salary Deferral Contributions previously distributed for
the taxable year ending in the same Plan Year. Any Employer Matching
Contribution associated with an Excess 401(k) Contribution that has been
distributed to a Highly Compensated Employee under this Section shall be
forfeited. Forfeitures of Employer Matching Contributions under this Section
shall be allocated to Members who are Non-Highly Compensated Employees as if
such Contributions were additional Employer Matching Contributions for the Plan
Year.

         A.3.3 CONTRIBUTION PERCENTAGE FAIL SAFE PROVISION. If the limitation
set forth in Section A.2.3 would be exceeded for any Plan Year any one or more
of the following corrective actions shall be taken before the close of the
following Plan Year as determined by the Committee in its sole discretion the
amount of the Excess Aggregate 401(m) Contributions for that Plan Year (and any
income allocable to those Contributions as calculated in the manner set forth in
Section A.3.5) shall be either distributed, or forfeited to the extent they are
not vested. Forfeitures of Excess Aggregate 401(m) Contributions shall be
allocated to Members who are Non-Highly Compensated Employees as if such
Contributions were additional Employer Matching Contributions for the Plan Year.

         The amount of Excess Aggregate 401(m) Contributions to be distributed
shall be determined in the following manner:

         First, the Committee will determine the aggregate amount of Excess
Aggregate 401(k) Contributions as follows. The Committee will determine how much
the Actual Contribution Ratio of the Highly Compensated Employee with the
highest Actual Contribution Ratio would have to be reduced to satisfy the
Actual Contribution Percentage Test or cause such Actual Contribution Ratio to
equal the Actual Contribution Ratio of the Highly Compensated Employee with the
next highest Actual Contribution Ratio. If a lesser reduction would enable the
Plan to satisfy the Actual Contribution Percentage Test, only this lesser
reduction may be made. Second, this process is repeated until the Actual
Contribution Percentage Test is satisfied. The


                                      A-7
<PAGE>


amount of Excess Aggregate 401(m) Contributions is equal to the sum of these
hypothetical reductions multiplied, in each case, by the Highly Compensated
Employee's Annual Compensation.

         Then, the total amount of Excess Aggregate 401(m) Contributions shall
be distributed on the basis of the respective amounts attributable to each
Highly Compensated Employee. The Highly Compensated Employees subject to the
actual distribution are determined using the "dollar leveling method." The
Matching Contributions of the Highly Compensated Employee with the greatest
dollar amount of Matching Contributions and other contributions treated as
Section 401(m) Contributions for the Plan Year are reduced by the amount
required to cause that Highly Compensated Employee's Matching Contributions and
other contributions treated as Section 401(m) Contributions for the Plan Year to
equal the dollar amount of Matching Contributions and other contributions
treated as Section 401(m) Contributions for the Plan Year of the Highly
Compensated Employee with the next highest dollar amount. This amount is then
distributed to the Highly Compensated Employee with the highest dollar amount.
However, if a lesser reduction, when added to the total dollar amount already
distributed under this Section A.3.3., would equal the total Excess Aggregate
401(n) Contributions, the lesser reduction amount shall be distributed. This
process shall be continued until the amount of the Excess Aggregate 401(m)
Contributions has been distributed.

         The corrective actions taken under this Section A.3.3 must satisfy the
requirements of section 401(a)(4) of the Code. After correction, each level of
Employer Matching Contributions must be currently and effectively available to a
group of employees that satisfies the minimum coverage requirements of section
410(b) of the Code. A method under which employee contributions are distributed
to highly compensated employees to the extent necessary to meet the requirements
of section 401(m)(2) while matching contributions attributable to such employee
contributions remain allocated to the employee's account will not meet the
requirement of section 401(a)(4). Accordingly, any amount of Employer Matching
Contributions, whether vested or not, shall be forfeited to the Plan if it has
been determined that such Contributions must be distributed under the dollar
leveling method described above and that the distribution of such Contributions
would cause the corrective actions taken under this Section A.3.3 to not meet
the requirements of section 401(a)(4). The forfeitures of Employer Matching
Contributions in accordance with the preceding sentence shall be allocated to
Members who are Non-Highly Compensated Employees as if such Contributions were
additional Employer Matching Contributions for the Plan Year.

         A.3.4 ALTERNATIVE LIMITATION FAIL SAFE. As soon as practicable after
the close of each Plan Year, the Committee shall determine whether the
alternative limitation would be exceeded. If the limitation would be exceeded
for any Plan Year, before the close of the following Plan Year the Actual
Deferral Percentage or Contribution Percentage of the eligible Highly
Compensated Employees, or a combination of both, shall be reduced by
distributions made in the manner described in the Regulations. These
distributions shall be in addition to and not in lieu of distributions required
for Excess 401(k) Contributions and Excess Aggregate 401(m) Contributions.

         A.3.5 INCOME ALLOCABLE TO EXCESS 401(k) CONTRIBUTIONS AND EXCESS
AGGREGATE 401(m) CONTRIBUTIONS. The income allocable to Excess 401(k)
Contributions for the Plan Year

                                      A-8

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