401K SPD

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              401(k) PLAN

        Summary Plan Description

            January 1, 2003
                           THE SULLIVAN UNIVERSITY SYSTEM, INC.
                                       401(k) PLAN

                                             TABLE OF CONTENTS


IMPORTANT DEFINITIONS............................................................................................2

ELIGIBILITY TO PARTICIPATE IN THE PLAN ….......................................................2

SALARY DEFERRAL CONTRIBUTIONS ......................................................................3


ROLLOVER CONTRIBUTIONS …..................................................................................4

INVESTMENTS .................................................................................................................4

BENEFITS UPON RETIREMENT OR OTHER TERMINATION ..................................5

METHOD OF PAYMENT OF BENEFITS …...................................................................5

HARDSHIP WITHDRAWAL .......................................................................................... 6

DEATH BENEFIT .............................................................................................................7

QUALIFIED DOMESTIC RELATIONS ORDER ............................................................7

ADMINISTRATION .........................................................................................................8

PLAN LIMITATIONS....................................................................................................... 8

CLAIMS PROCEDURE .....................................................................................................9

RIGHTS OF PARTICIPANTS .........................................................................................10

AMENDMENT AND TERMINATION ..........................................................................11

ADDITIONAL INFORMATION .....................................................................................11

SUPPLEMENT .................................................................................................................13
Sullivan University System, Inc. (the “Company”) is pleased to provide you with this
Summary Plan Description (the “SPD”) of The Sullivan University System, Inc. 401(k)
Plan (the “Plan”).

The purpose of the Plan is to provide you a retirement benefit through contributions to
the Plan. The Plan also provides a benefit if you should die, become disabled or terminate
with vested rights before you retire. You are not required to make any contributions to the
Plan, but the Company encourages your participation.

Each Participant in the Plan has a separate Account established in his or her name. When
contributions are made, the money contributed by you will be credited to your Account.

You will be able to direct the investment of your Account among the available
investment options. The accumulated value of your Account can be used to provide
retirement income or a death or disability benefit should you die or become disabled
before retirement.

Please read this SPD carefully and keep it in a safe place so that you may refer to it and
understand the Plan’s valuable benefits. The SPD will answer many of your questions
about the Plan, but it does not cover every Plan provision.

                   The complete Plan is contained in a legal Plan document which
                   will control in case of any conflict between this SPD and the
                   Plan document, or any conflict between the Plan document and
                   any information you receive from the Administrator. A
                   complete copy of the Plan document is available from your
                   Payroll Department.

401K Summary Plan Description                                                                1
                                IMPORTANT DEFINITIONS
Account - The total of the following Accounts held in your name:

         Salary Deferral Account - holds your Salary Deferral Contributions as described
         on page 3.

         Rollover Account - is credited with your Rollover Contributions as described on
         page 4.

Compensation - Your total compensation during the Plan Year as reported on your W-2,
for withholding purposes, plus any before-tax contributions to this Plan and the
Company’s cafeteria plan (sometimes referred to as a “125 plan”). Compensation does
not include fringe benefits, reimbursements or other expense allowances, moving
expenses, welfare benefits or the taxable value of group term life insurance. Salary
deferral contributions are made for each payroll period, based on Compensation paid by
the Company during that payroll period.

Entry Date - Each January 1 and July 1.

Hours of Service - You will receive credit for each hour for which the Company pays
you, directly or indirectly, or for which you are entitled to payment, for the performance
of your employment duties.

Plan Year - The 12 month period beginning each January 1 and ending the following
December 31.

Vested - The vested part of your Account belongs to you no matter what. It cannot be
taken away for any reason.

You will become a Participant on the January 1 or July 1 after you become an “Eligible
Employee.” In general, you will become an Eligible Employee when you are at least age
20½ and you have been credited with at least 500 Hours of Service during the 6 month
period beginning on the date you are first credited with an Hour of Service.

For example, an employee over 20 ½ who is hired August 15, 2002, and who works full
time, will become a Participant on January 1, 2003.

If you are not eligible under the general rule, you will become an Eligible Employee if
you are at least age 20½ and you complete 1,000 Hours of Service within your first 12
months of employment or in any Plan Year.

The following employees are not eligible to participate in the Plan: temporary employees,
part-time student employees, leased employees, nonresident aliens, and employees

401K Summary Plan Description                                                                2
covered by a collective bargaining agreement unless the agreement provides for
participation. However, temporary employees and part-time student employees who are
at least age 20½ will be eligible to participate upon completion of 1,000 Hours of Service
within their first 12 months of employment or in any Plan Year.

If your employment ends after you become eligible to participate, and you are later
rehired, you will automatically be a Participant on your rehire date.

As an eligible employee, you may elect to contribute, on a before-tax basis, any whole
percentage of your Compensation from the Company. These before-tax contributions are
referred to as “Salary Deferral Contributions.” Salary Deferral Contributions can be any
whole amount from 1% to 85% of your Compensation for any pay period, subject to
certain additional limits that may be imposed by tax law as described below.

Salary Deferral Contributions are always made through payroll withholding, and are
deposited to your Salary Deferral Account. You are always 100% vested in this Account.
Salary Deferral Contributions are excluded from your pay for most income tax purposes.
In other words, the amount you elect to defer is not subject to federal or state income tax
until actually distributed from the Plan. However, these contributions are subject to FICA
taxes at the time of deferral, and may be subject to some local taxes.

Before you become eligible to participate, you will receive an enrollment kit. If you
decide to enroll, you must sign a written Salary Deferral Agreement and return it to the
Payroll Department at least 10 days before the next Entry Date. Your pay will then be
reduced by the percentage you elect to contribute to the Plan. Your election will remain
in effect until it is changed or terminated by you.

You may change your election as of the first day of any calendar quarter. You cannot
change your election on any other date, but you can stop your Salary Deferral
Contributions at any time. Any change in or termination of a Salary Deferral Contribution
election requires a written notice to the Human Resources Department prior to the
effective date of the change. All Salary Deferral elections are subject to procedures
established by the Company.

The total dollar amount of your Salary Deferral Contributions (including contributions
under similar plans in which you participate) may not exceed a limit which is fixed by
law. The limit is $11,000 for 2002, $12,000 for 2003, $13,000 for 2004, $14,000 for 2005
and $15,000 for 2006. The limit may be increased after 2006 for cost-of- living changes.
If you are age 50 or older in a Plan Year, you may elect to defer additional amounts
(called “catch-up contributions ”) to the Plan. The catch- up contributions are in addition
to the maximum contributions described in the prior paragraph. The maximum catch-up
contribution you can make in 2002 is $1,000. The amount is increased by $1,000 in each

401K Summary Plan Description                                                              3
year after 2002 up to 2006, when the maximum is $5,000. After 2006, the maximum may
increase for cost-of -living adjustments. For example, in 2003, if you are age 50 or older,
you can make regular Elective Deferrals in the amount of $12,000, plus a catch-up
contribution of $2,000.

If you are a highly compensated employee (generally owners or individuals receiving
wages in excess of certain amounts established by law), a distribution from amounts
attributable to your Salary Deferral Contributions of certain excess contributions may be
required to comply with the law. The Administrator will notify you when a distribution is

                                ROLLOVER CONTRIBUTIONS
Eligible distributions from certain other retirement plans sponsored by a former
employer, and from certain IRAs, may be “rolled over” to this Plan and invested along
with your other funds. There are special rules concerning the acceptance of rollover
contributions. Therefore, if you wish to deposit rollover contributions with this Plan,
contact the Company for more details. If funds are “rolled over” to this Plan, they will be
deposited to a Rollover Account established in your name. Your Rollover Account is
always 100% vested. Funds that are rolled over are subject to all the rules of this Plan,
including the rules relating to investments. Rollover contributions will be affected by any
investment gains or losses. See “Investments” below. You should consult with your
advisors to determine whether a rollover is in your best interest. You may withdraw all or
any portion of your Rollover Account at any time, subject to procedures established by
the Administrator. Any withdrawal may be subject to withholding and excise taxes. See
the discussion of taxes in “Method of Payment of Benefits” below.

Your Account will be invested according to your directions in specified investment funds
provided through the Plan. Your investment options are explained in more detail in the
Supplement attached to this Summary Plan Description, and in additional materials you
will receive.

You will receive quarterly statements showing the value of your Account, including the
contributions and earnings or losses since the last statement.

Plan assets are held in a separate trust, independent of the Company’s assets, and these
trust assets can be used only to provide Plan benefits to Participants. The Company
cannot borrow or use the Plan assets for Company purposes.


401K Summary Plan Description                                                              4
You are always 100% vested in your Salary Deferral and Rollover Accounts. If you
terminate employment with the Company due to retirement or any other reason, your
Accounts may be paid as soon as administratively feasible. See “Method of Paying
Benefits.” If you continue working after age 65, you may continue making Salary
Deferral Contributions.

                      METHOD OF PAYMENT OF BENEFITS
When you or your beneficiary become entitled to a distribution under the Plan, your
vested Accounts will be paid in a cash lump sum payment.

If your vested Accounts are greater than $5,000, you may elect to defer payment until age
65. Your written consent is required for any distribution paid before age 65. If your
vested Account is less than $5,000 at the time you become entitled to a distribution, it
will be paid automatically as soon as practicable after your termination of employment.
Rollovers are not counted when calculating the $5,000 amount.

Your Accounts will not be distributed while you are still employed by the Company,
except for a hardship as described at page 6. Also, you may withdraw all or any part of
your Rollover Account at any time.

The amount of any distribution under the Plan will be based on the most recent valuation
of your vested Accounts prior to the distribution.

If you receive a distribution that is an eligible rollover distribution, the Plan is required by
law to withhold 20% of the distribution amount unless you choose a direct rollover to an
IRA or another employer plan that accepts rollovers. Prior to any distribution, you will
receive a notice explaining the 20% withholding requirement and the eligible rollover
distribution rules.

Distributions received before age 59½ are generally subject to a 10% excise tax if you are
employed at the time of the distribution. The excise tax does not apply, however, if the
distribution is properly rolled over into an IRA or another qualified plan. This excise tax
is calculated and paid when you file your federal income tax return for the year of the

Also, the 10% excise tax does not apply to distributions paid following separation from
service after reaching age 55. All withdrawals are subject to applicable income and excise
taxes at the time of withdrawal.

Except as described in the next sentence, the Installment Rules set forth in this paragraph
apply to all distributions from the Plan. The Installment Rules described in this paragraph
will not apply to any payment from the Plan that begins following the 90th day after this
Summary Plan Description is distributed to Participants. That is, after the date specified
in the preceding sentence, all distributions from the Plan will be in lump sum payments.

401K Summary Plan Description                                                                  5
The Installment Rules are as follows: If the vested Account balance is more than $5,000,
when the distribution becomes payable, the Participant, or beneficiary, may elect to have
the vested Account paid in installments (annually, quarterly or monthly) over a specified
time not exceeding the Participant’s or beneficiary’s life expectancy, or the joint life
expectancy of the Participant and his or her beneficiary.

Generally, distributions must begin not later than the April 1st following the later of the
end of the year in which you reach age 70½ or retire. You should see the Administrator if
you believe you may be affected by these rules. If you are a 5% owner of the Company,
distributions are required to begin not later than the April 1st following the end of the
year in which you reach age 70½ .

                                HARDSHIP WITHDRAWAL
A hardship withdrawal will be permitted from your Salary Deferral Account to satisfy
certain immediate and heavy financial needs that you have. A hardship withdrawal may
only be made for payment of the following:

        Medical expenses previously incurred by you, your spouse or a dependent of
         yours, or necessary for them to obtain medical care;
        Costs directly related to the purchase of your principal residence (excluding
         mortgage payments);
        Payment of tuition, related educational fees and room and board for the next 12
         months of post-secondary education for you, your spouse or your dependents; or
        Amounts necessary to prevent eviction from, or foreclosure on the mortgage of,
         your principal residence.

If you have any of the above expenses, a hardship withdrawal can only be made if you, a
hardship withdrawal will be paid only if you certify and agree that all of the following
conditions are satisfied:
     The amount withdrawn is not in excess of the amount of your immediate and
        heavy financial need. The amount of an immediate and heavy financial need may
        include amounts necessary to pay any federal, state or local income taxes or
        penalties reasonably anticipated from the withdrawal.
     You have obtained all distributions currently available under all plans maintained
        by the Company. Other prior distributions may include available withdrawals
        from your Rollover Account.
     Your eligibility to make Salary Deferral Contributions will be suspended for 6
        months after your receipt of the hardship withdrawal.

The most you can withdraw for hardship is the amount of your Salary Deferral
Contributions. Earnings cannot be withdrawn. Withdrawals will be pro rata from all
investment funds in your Salary Deferral Account.

The withdrawal is subject to income taxes and the required 20% tax withholding.

401K Summary Plan Description                                                               6
Hardship withdrawals paid before age 59½ may be subject to a 10% excise tax, which is
calculated and paid when you file your federal income tax return for the year of

                                 DEATH BENEFIT
If you should die before retirement or other termination of employment, your beneficiary
will be entitled to 100% of the balance of your Account. As soon as practicable after your
death, the Account will be paid to your beneficiary in a cash, single-sum payment.

If you are married at the time of your death, your spouse will be the beneficiary of the
death benefit, unless you elect otherwise in writing on a form furnished by the
if you have been divorced, and you are now remarried, your current spouse must consent
if you wish to designate your children as beneficiaries. If you change your designation,
your spouse must again consent to the change.

If (1) your spouse has validly waived any right to the death benefit in the manner referred
to above; or (2) you are not married at the time of your death, then your death benefit will
be paid to the beneficiary of your own choosing. You must designate the beneficiary on a
form to be supplied to you by the Administrator. If you designate multiple beneficiaries,
the named beneficiaries living at your death will, unless otherwise directed in writing,
share equally in the entire death benefit. If there is no named beneficiary living at your
death, your Account will be distributed as provided in the Plan. See the Administrator for

If your designated beneficiary is a person (rather than your estate or most trusts) then
your death benefit must be paid within one year of your death. If your spouse is the
beneficiary, the distribution may be delayed until the year in which you would have
attained age 70½ .

Generally, if your beneficiary is not a person, then your entire death benefit must be paid
within five years after your death.

The Plan Administrator may be required by law to recognize a court order that obligates
you to pay child support, alimony or maintenance, or that otherwise allocates all or a
portion of your interest in the Plan to your spouse, former spouse, child or other

401K Summary Plan Description                                                                 7
The Administrator will determine the qualification under the Plan of any domestic
relations order received in accordance with written procedures established by the Plan.
Procedures for reviewing domestic relations orders may be obtained upon request of the
Plan Administrator. You are encouraged to submit a draft of the domestic relations order
before it is approved by the court. A domestic relations order that has been approved by
the Administrator and properly issued by a court is referred to as a “qualified domestic
relations order.”

The Company administers the Plan, except that it does not handle investments. The
Administrator is responsible for the day-to-day administration and operation of the Plan.
For example, the Administrator maintains the Plan records, including your Account
information, provides you with the forms you need to complete for Plan participation and
the designation of beneficiaries, and directs the payment of your Account at the
appropriate time. The Administrator will allow you to review the formal Plan document
and certain other materials related to the Plan. If you have any questions about the Plan
and your participation, you should contact the Administrator. The Administrator may
designate other parties to perform some duties of the Administrator. The Administrator
has the complete power, in its sole discretion, to determine all questions arising in
connection with the administration, interpretation, and application of the Plan (and any
related documents and underlying policies). Any such determination by the Administrator
shall be conclusive and binding upon all persons. The name and address of the
Administrator can be found in the section of this SPD entitled “Additional Information. ”
All money contributed to the Plan, and all earnings, are he ld by the Trustee in a trust
fund. See the topic “Investments.”

                                PLAN LIMITATIONS
As a general rule, your interest in your Account may not be sold, used as collateral for a
loan (except Participant loans), given away or otherwise transferred. In addition, your
creditors may not attach, garnish or otherwise interfere with your Account. An exception
to this rule is that the federal government may be able to take all or a portion of your
Account to pay federal taxes. Another exception applies if you are involved with the
Plan’s administration. If you are found liable for any action that adversely affects the
Plan, the Administrator can offset your benefits by the amount that you are ordered or
required by a court to pay the Plan. All or a portion of your benefits may be used to
satisfy any such obligation to the Plan.

If a contribution is made to the Plan by mistake of fact or if all or any part of a
contribution is not deductible by the Company under the Internal Revenue Code of 1986,
as amended, then such contributions may be returned to the Company.
The fact that the Company has established the Plan does not give any Participant the right
to any present or future employment by the Company.

401K Summary Plan Description                                                                8
                                CLAIMS PROCEDURE
Generally, benefits will be paid to you and your beneficiaries without the necessity of
formal claims. You or your beneficiaries may make a request for any Plan benefits to
which you believe you are entitled. Any such request should be in writing and should be
made to the Administrator. If the Administrator determines the claim is valid, then you
will receive a statement describing the amount of benefit, the method or methods of
payment, the timing of distributions, and other information relevant to the payment of the
benefit. If your claim is denied in whole or in part, the Administrator will give you a
written notice of the specific reasons for the denial. The notice will also contain the
following information: (a) the specific reasons for the denial, (b) the specific Plan
provisions on which the denial was based, (c) any additional material or information
necessary to correct your claim and an explanation of why it is needed, and (d) an
explanation of the Plan’s procedure for review of the claim. If you are not contacted by
the Administrator within 90 days of your submission of a claim for benefits, you should
consider you claim denied.

If your claim is denied in whole or in part, you or your representative may file a written
appeal with the Administrator. The appeal must be filed within 60 days after the mailing
or delivery of the written notice of denial, or, if such notice is not provided, within 120
days after the claim was originally filed. If you fail to appeal a denial within the
applicable 60 or 120 day period, the Administrator’s determination will be final and

If you appeal, you must submit the issues and comments you believe relate to your claim
so that the Administrator can re-examine the facts and make a final determination with
respect to the denial. You may examine the pertinent documents.

In most cases the Administrator will make a decision within 60 days after receipt of your
request for appeal. If the Administrator finds it necessary, due to special circumstances,
to extend the 60 day period and notifies you in writing, a decision would be rendered as
soon as possible, but in no event later than 120 days after its receipt of your request for

The Administrator will give you a written decision on your appeal, explaining the reasons
for the decision and the pertinent plan provisions on which the decision is based. If the
Administrator’s decision on your appeal is not furnished to you within the time
limitations described above, your claim will be deemed denied on appeal.

Each Participant agrees, on behalf of himself or herself, and their beneficiaries, that no
legal or equitable action may be commenced or maintained against the Plan, the
Administrator, the Company or any other fiduciary more than 180 days following the
date of the Administrator’s denial of benefits upon appeal. All levels of the Plan’s claims
procedure must be exhausted before a Participant can bring an action at law or equity
against the Plan or a fiduciary of the Plan.

401K Summary Plan Description                                                                 9
                                RIGHTS OF PARTICIPANTS
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 shall be entitled to:

         1.        Examine, without charge, at the Plan Administrator’s office and at other
                   specified locations, all documents governing the plan, including insurance
                   contracts and collective bargaining agreements, and a copy of the latest
                   annual report (Form 5500 Series) filed by the plan with the U.S.
                   Department of Labor and available at the Public Disclosure Room of the
                   Pension and Welfare Benefit Administration.
         2.        Obtain, upon request to the Plan Administrator, copies of documents
                   governing operation of the plan, including insurance contracts, and copies
                   of the latest annual report (Form 5500 Series) and an updated summary
                   plan description. The Plan Administrator may make a reasonable charge
                   for the copies.
         3.        Receive a summary of the plan’s annual financial report. The Plan
                   Administrator is required by law to furnish each participant with a copy of
                   this summary annual report.
         4.        You may obtain a statement telling you whether you have a right to
                   receive a retirement benefit at age 65 and, if so, what your benefits would
                   be at age 65 if you stop working under the Plan now. If you do not have a
                   right to a retirement benefit, the statement will tell you how many years
                   you have to work to earn a right to a retirement benefit. This statement
                   must be requested in writing and is not required to be given more than
                   once a year. The Plan must provide this statement free of charge.

In addition to creating rights for plan participants, ERISA imposes obligations upon the
people who are responsible for the operation of the employee benefit plan. The people
who operate your 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, or any other person, may fire you or otherwise discriminate against you in
any way to prevent you from obtaining a welfare benefit or exercising your rights under

If your claim for a benefit is denied or ignored in whole or in part, you have a right to
know why this was done, to obtain copies of documents relating to the decision without
charge, and to appeal any denial, all within certain time schedules.

Under ERISA there are steps you can take to enforce the above rights. For instance, if
you request a copy of plan documents or the latest annual report from the plan and do not
receive them 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 $110 a day
until you receive the materials, unless the materials were not sent because of reasons
beyond the control of the administrator. If you have a claim for benefits which is denied

401K Summary Plan Description                                                               10
or ignored, in whole or in part, you may file suit in a state or Federal court. In addition, if
you disagree with the Plan’s decision or lack thereof concerning the qualified status of a
domestic relations order, you may file suit in 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 the Plan, you should contact the Plan Administrator. If
you have any questions about this statement or about your rights under ERISA, or if you
need assistance in obtaining documents from the Plan Administrator, you should contact
the office of the Pension and Welfare Benefits Administration, U.S. Department of
Labor, listed in your telephone directory or the Division of Technical Assistance &
Inquiries, Pension and Welfare Administration, U. S. Department of Labor, 200
Constitutions Avenue, N.W., Washington DC 20210. You may also obtain certain
publications about your rights and responsibilities under ERISA by calling the
publications hotline of the Pension and Welfare Benefits Administration.

                         AMENDMENT AND TERMINATION
The Company expects to continue the plan indefinitely, but reserves the rights to amend
the Plan or terminate it at any time.

Because each Participant has an individual account under the Plan and because benefits
depend on the amount in your Account, the law provides that the Plan is not insured by
the Pension Benefit Guaranty Corporation under Title IV of ERISA.

                                ADDITIONAL INFORMATION
This booklet explains the Plan’s highlights. You are free to examine a copy of the formal
Plan document creating the Plan and the Trust by contacting the Plan Administrator.

Name of Plan:             The Sullivan University System, Inc. 401(k)
Plan Sponsoring Employer: Sullivan University System, Inc.
                          P.O. Box 33308
                          3101 Bardstown Road
                          Louisville, Kentucky 40232
                          (502) 456-6507

Sponsoring Employer’s
Identification Number:             61-0596564

Plan Identification Number: 003

401K Summary Plan Description                                                                 11
Plan Administrator:             Sullivan University System, Inc. is the Plan Administrator.
                                The Company may delegate to an Administrative
                                Committee some or all of the duties of administering and
                                interpreting the Plan.

Agent for Service of Legal Process: The Company. Service may also be made on
                             the Trustees.

Trustees:                       Glenn Sullivan
                                Shelton Bridges, Jr.
                                c/o Sullivan University System, Inc.
                                P.O. Box 33308
                                3101 Bardstown Road
                                Louisville, Kentucky 40232
                                (502) 456-6507

401K Summary Plan Description                                                             12
This Supplement provides additional important information relating to the investment of
your Accounts under The Sullivan University System, Inc. 401(k) Plan.

The Plan intends to qualify as a 404(c) plan. As a result, the Plan’s fiduciaries, including
the Company and the Trustee, will not be liable for any losses which are the direct and
necessary result of investment instructions received from you. A 404(c) plan permits
Participants to direct the investment of plan assets according to the rules of section 404(c)
of the Employee Retirement Income Security Act of 1974, as amended, and title 29 of the
Code of Federal Regulations, Section 2550.404(c)-1. These rules require that you receive
the information contained in this Supplement.

The amount of your benefits in the Plan will depend in part on your choice of
investments. The Company, the Trustee and other Plan fiduciaries do not have any
obligation to, and they will not, provide investment advice to any Participant or
beneficiary. Also, they do not guarantee performance of any investments you choose.

You have the right to direct the investment of your Accounts through the American
Funds investment program. This Supplement is an introduction to the program. You will
receive additional information from the American Funds explaining details of the

                                Investment Options Available to You

When you become eligible to participate in the Plan, you will receive prospectuses and
other information for all of the investment funds. These prospectuses and materials
contain descriptions of the funds and statements of investment objectives. Additional
copies of prospectuses for the funds may be obtained by calling 1-800-236-3982, or log
on to

The funds were selected so that you have a broad range of investment opportunities.
Before designating the funds in which you want to invest, you should establish your
personal investment goals. By choosing among the funds, you will be able to achieve an
investment portfolio with the risk and return characteristics that are appropriate for you.
Some of the key factors that should influence your investment strategy include:
     Your current and projected financial needs.
     How much risk you are willing and able to assume (that is, how well you can
       sleep at night when your investments are fluctuating in value and suffering
     Your age and health.
     Financial and retirement resources in addition to your Accounts under this Plan.
     Your inflation expectations.

401K Summary Plan Description                                                                 13
The prospectuses and other investment materials you will receive will describe the
investment funds and their volatility. You should examine these materials to determine
the combination of funds that best matches your personal investment goals. For example,
if you’re investing for the long-term, there’s time to ride out short-term market
fluctuations and you may therefore be comfortable investing more aggressively in stocks.
But if your goal is short-term, it may be wise to keep a substantial portion of your
Account in short-term investments. Other factors not reflected in these materials, such as
other assets you may have, should also be considered. After implementing your
investment strategy, you should monitor the investment results regularly and make any
necessary adjustments so that your portfolio reflects any changes in your personal

Investment gains and losses of the funds are calculated each business day, taking into
account any withdrawals, transfers between funds, and contributions since the last
business day.

             When, How and To Whom You May Give Investment Directions

When your participation in the Plan begins, you will receive a form which you must use
to give written investment instructions. You may divide the investment of your Accounts
among the investment funds in increments of 1%, so long as the total equals 100%.

After the initial instructions have been given, your investment instructions must be given
by logging on to or by calling 1-800-236-3982. You can
also log on or call to obtain information about your account balances.

You may change your investment funds at any time.

                                Fees Charged to Your Accounts

Each investment fund bears certain fees and expenses, which are described in the
prospectuses and other materials. Each Account may also be charged with a share any
administrative fees and expenses.

                                   Additional Information

The funds that are available for investment may be changed or eliminated from time to
time, and your investments may be transferred automatically into replacement

You may request the following information from the Human Resources
   1. A description of the annual operating expenses of each investment fund which
      reduce the rate of return to participants and beneficiaries, and the aggregate
      amount of such expenses expressed as a percentage of average net assets of the
      investment fund.

401K Summary Plan Description                                                            14
    2. Copies of any financial statements and reports, and of any other materials relating
       to the investment funds that are available to the Plan.
    3. A list of the assets comprising the portfolio of each investment fund which
       constitute plan assets within the meaning of 29 CFR 2510.3-101, the value of
       each such asset, and, with respect to each such asset which is a fixed rate
       investment contract issued by a bank, savings and loan association or insurance
       company, the name of the issuer of the contract, the term of the contract and the
       rate of return on the contract.
    4. Information concerning the value of shares or units in each of the investment
       funds available to you and your beneficiaries under the Plan, as well as the past
       and current investment performance of the funds, determined net of expenses.
    5. Information concerning the value of shares or units in the investment funds held
       in your Accounts.

401K Summary Plan Description                                                           15

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