REQUIRED MINIMUM DISTRIBUTION ADDENDUM

REQUIRED MINIMUM DISTRIBUTIONS ADDENDUM

Model Amendments for the 2001 Proposed Regulations and the 2002 Final Regulations Under Code Section 401(a)(9)

This Required Minimum Distributions Addendum amends the required minimum distribution provisions of the Basic Plan Document as provided for by the 2001 Proposed Regulations and as required by the 2002 Final Regulations under Code Section 401(a)(9). In addition, the Addendum documents the choices made by a Plan while transitioning to the 2002 Final Regulations.

Read the instructions in Sections I. - IV. of this Addendum to determine which sections you need to complete. Even if you do not complete Sections I. - IV., read the 2002 Final Regulations Plan Amendment which appears at the end of this Addendum and sign the Addendum, where indicated, to adopt this amendment.

1.              Adoption of amendment. The provisions in Section I. of this Addendum, if applicable to the Plan, must be adopted by the later of December 31, 2002, or the end of the Plan's GUST remedial amendment period. The provisions in the remainder of the Addendum must be adopted no later than the last day of the first Plan Year beginning on or after January 1, 2003.

2.              Inconsistent provisions. This Addendum shall supersede the provisions of the Basic Plan Document and the Adoption Agreement to the extent those provisions are inconsistent with the provisions of this Addendum.

Complete this Section I. if any required minimum distributions for the 2001 calendar year were determined by the Plan based on the 2001 Proposed Regulations. Do not complete Section I. if the Plan used the 1987 Proposed Regulations to determine all minimum distributions for 2001. In addition, do not complete Section I. if your Plan's Original Effective Date is on or after January 1, 2002, or if the Plan has already been amended for GUST.

Explanation: In 2001, the IRS issued revised proposed regulations under Code Section 401(a)(9), relating to required minimum distributions from retirement plans (the "2001 Proposed Regulations"). Under the terms of this Plan, required minimum distributions for calendar year 2002 will be determined in accordance with the 2001 Proposed Regulations. The following model amendment shall apply:

With respect to distributions under the Plan made for calendar years beginning on or after January 1, 2002, the Plan will apply the minimum distribution requirements of Code Section 401(a)(9) in accordance with the regulations under Code Section 401(a)(9) that were proposed on January 17, 2001, notwithstanding any provision of the Plan to the contrary. This amendment shall continue in effect until the end of the last calendar year beginning before the effective date of final regulations under Code Section 401(a)(9) or such other date as may be specified in guidance published by the Internal Revenue Service.

However, in determining required minimum distributions for the 2001 calendar year, a Plan may have relied on either the regulations under Code Section  401(a)(9) that were proposed in 1987 (the "1987 Proposed Regulations") or the 2001 Proposed Regulations. If the Plan determined minimum distributions based on the 2001 Proposed Regulations for the 2001 calendar year, specify whether it did so ... [check one if applicable] : [NOTE: Do not complete this Section I. if you are completing this Addendum following the close of the Plan's GUST remedial amendment period, if the Plan's Original Effective Date is on or after January 1, 2002, or if the Plan determined all 2001 minimum distributions under the 1987 Proposed Regulations.]

a.                               For the entire 2001 calendar year (in which case January 1, 2001 is substituted for January 1, 2002 in the model amendment above, as it applies to your Plan); or

b.                              For only part of the 2001 calendar year. Specify the date during the 2001 calendar year as of which you began to apply the 2001 Proposed Regulations: _______________________ [month, day, year] .

                                If you selected this option, the following model amendment applies to your Plan:

               With respect to distributions under the Plan made on or after [RMD EFFECTIVE DATE] for calendar years beginning on or after January 1, 2001, the Plan will apply the minimum distribution re-

quirements of Code Section 401(a)(9) in accordance with the regulations under Code Section 401(a)(9) that were proposed on January 17, 2001 (the 2001 Proposed Regulations), notwithstanding any provision of the Plan to the contrary. If the total amount of required minimum distributions made to a Participant for 2001 prior to                                _____ [RMD EFFECTIVE DATE] are equal to or greater than the amount of required minimum distributions determined under the 2001 Proposed Regulations, then no additional distributions are required for such Participant for 2001 on or after such date. If the total amount of required minimum distributions made to a Participant for 2001 prior to _____[RMD EFFECTIVE DATE] are less than the amount determined under the 2001 Proposed Regulations, then the amount of required minimum distributions for 2001 on or after such date will be determined so that the total amount of required minimum distributions for 2001 is the amount determined under the 2001 Proposed Regulations. This amendment shall continue in effect until the last calendar year beginning before the effective date of the final regulations under Code Section 401(a)(9) or such other date as may be published by the Internal Revenue Service.

Complete this Section II. if the Plan began calculating required minimum distributions under the 2002 Final Regulations for the 2002 calendar year.

Explanation: In accordance with Section I. of this Addendum, required minimum distributions for the 2002 calendar year are determined based on the 2001 Proposed Regulations. However, in 2002, the IRS issued final regulations under Code Section 401(a)(9) (the "2002 Final Regulations") which will be effective for the Plan on January 1, 2003, or the Plan's Original Effective Date, if later. In addition, a Plan may elect to apply the 2002 Final Regulations to required minimum distributions it made for 2002. If the Plan determined distributions for 2002 under the 2002 Final Regulations, you must complete the following election and contact Scudder Trust Company immediately to insure that payments for 2002 are processed correctly.

Election 1: If the Plan determined minimum distributions for all or part of the 2002 calendar year based on the 2002 Final Regulations, check the box below and specify the date as of which the Plan began operating under the 2002 Final Regulations ... [check if applicable] :

a.                               The Plan determined required minimum distributions for the 2002 calendar year based on the 2002 Final Regulations, beginning with minimum distributions made on or after ______________ [month, day, year] , and the 2001 Proposed Regulations applied to any minimum distributions for the 2002 calendar year made prior to that date.

Complete this Section III. if the Plan will modify the default rules for calculating required minimum distributions which apply under the 2002 Final Regulations.

Explanation: The following elections must be completed if the Plan wishes to modify the default requirements in sections 2.2 and 4.2 of the 2002 Final Regulations Plan Amendment at the end of this Addendum. The default rules under the 2002 Final Regulations require that if the Participant has a designated Beneficiary, distributions will be made in accordance with the life expectancy rules in Code Section 401(a)(9)(B)(iii) and (iv) and if the Participant does not have a designated Beneficiary, distributions will be made in accordance with the 5-year rule in Code Section 401(a)(9)(B)(ii).

Election 2: A Plan may elect to modify the default requirements to apply the 5-year rule in Code Section 401(a)(9)(B)(ii) to all distributions, even if the Participant has a designated Beneficiary. Alternatively, the Plan may elect to apply the 5-year rule only to certain distributions to a designated Beneficiary, as described below.

Election to Apply 5-Year Rule to Distributions to Designated Beneficiaries ... [check if applicable] :

a.                                               [X]  If the Participant dies before distributions begin and there is a designated Beneficiary, distribution to the designated Beneficiary is not required to begin by the date specified in section 2.2 of the following amendment, but the Participant's entire interest will be distributed to the designated Beneficiary by December 31 of the calendar year containing the fifth anniversary of the Participant's death. If the Participant's surviving Spouse is the Participant's sole designated Beneficiary and the surviving Spouse dies after the Participant but before distributions to either the Participant or the surviving Spouse begin, this election will apply as if the surviving Spouse were the Participant. This election will apply to ... (C) 2001, Faegre & Benson LLP                                 Scudder Required Minimum Distributions Addendum
                       Full Flex, Flex and Simplified (PS/MP)

[check one]:

1.                              [X]                            All distributions.

2.                              [  ]                            The following distributions: _________________ [complete] .

Election 3: Alternatively, a Plan may permit Participants or Beneficiaries to elect, on an individual basis, whether the 5-year rule in Code Section 401(a)(9)(B)(ii) or the life expectancy rule in Code Section 401(a)(9)(B)(iii) and (iv) applies to distributions after the death of a Participant who has a designated Beneficiary.

Election to Allow Participants or Beneficiaries to Elect 5-Year Rule ... [check if applicable] :

a.               [ ]                             Participants or Beneficiaries may elect on an individual basis whether the 5-year rule or the life expectancy rule in sections 2.2 and 4.2 of the following amendment applies to distributions after the death of a Participant who has a designated Beneficiary. The election must be made no later than the earlier of September 30 of the calendar year in which distribution would be required to begin under section 2.2 of the following amendment, or by September 30 of the calendar year which contains the fifth anniversary of the Participant's (or, if applicable, surviving Spouse's) death. If neither the Participant nor Beneficiary makes an election under this paragraph, distributions will be made in accordance with sections