SAVINGS INVESTMENT PLAN LOAN
PROVISIONS

(CURRENT FULL-TIME EMPLOYEES ONLY)

I. GENERAL GUIDELINES

A. Amount of Loan

The maximum amount you may borrow in any 12-month period is the lesser of :

1. one-half of the vested balance in your account as of the most recent valuation date (less any withdrawals you may have made since then), OR
2. $50,000. If you repaid a loan during the 12-month period ending on the date before anew loan is approved, the highest outstanding balance during that time must be subtracted from the $50,000 to determine the amount available for another loan. This $50,000 limit applies to the combined total of both loans, if applicable.

There is a minimum loan requirement of $1,000.

B. Term of Loan

You can choose to repay your loan over a period of 12, 24, 36, 48 or 60 months.

C. Repayment Deductions

Repayments are made by payroll deductions from every paycheck.

The maximum amount of each payroll deduction for Principal and Interest repayments is 25% of your base salary (hourly rate times 80 hours) at the time your loan is approved.

D. Number of Loans

You may have two loans outstanding at any given time.

E. Interest Rate

The interest rate is fixed for the term of the loan. The interest rate will be the prime rate at LaSalle Bank, Sargent & Lundy LLC's trustee, which is in effect as of the last business day of the previous month. Interest is calculated as simple interest on your unpaid balance. This rate basis is subject to change at the discretion of the SIP Committee.

F. Application Fee

Fidelity willl apply a $35 application fee, which will be debited from your account. There is also a maintenance fee, paid to Fidelity, of $3.75 each quarter during the life of the loan. This is also debited from your account.

G. Purpose of Loan

You do not need to give a reason for your loan request.

H. Interest Paid

All interest payments are credited to your account. These payments are treated as tax deferred earnings until you receive them by withdrawal or by terminating your SIP account.

II. ADMINISTRATIVE PROCEDURES

A. Application

You must call Fidelity (1-800-835-5095) to request a loan application. This application will be mailed to your home, or you can request that it be faxed to you.

B. Application Approval

Once you receive the loan application and an amortization schedule, the signed loan application should be mailed to the SIP Office. The SIP Administrator will then authorize Fidelity to release the loan check. It may take Fidelity up to 5 business days to mail the check, so please plan accordingly.

III. LOAN PROCEEDS AND INVESTMENTS

A. Allocation of Loan Funds

The assets of the employee's account will be used as the source of the loan in the following order as available:

B. Fund Investment

Funds used for the loan are withdrawn from each investment fund in your account, in the same proportion that investments exists in your account at the time of the loan.

C Investment of Repayments

Your repayments will be reinvested in the same investment option(s) as your regular monthly SIP/401(k) deductions are invested if you are currently contributing. If you are not actively contributing, your repayments will be reinvested based on your most recent investment fund election. Or you can change your contribution election at any time.

D. Classification of Repayments

For tax purposes, your loan payments (principal and interest) are not classified as contributions to your account. They are paid with after-tax dollars but the interest is considered tax deferred earnings.

IV. PREPAYMENT

No partial prepayments are allowed. You may prepay the outstanding principal amount in full without penalty after the first six months of the loan.

V. WITHDRAWALS AND SUSPENSIONS OF PAYROLL DEDUCTIONS

If you have an outstanding loan you will still participate in all benefits of the plan: contributions, transfer, withdrawals, etc.

When you request a withdrawal, you may withdraw amounts in excess of your outstanding loan subject to the restrictions governing withdrawals.

VI. DEFAULTS

A. Conditions of Default

The following situations constitute a default:

1. If you fail to make payments.
2. If proceedings of your bankruptcy, receivership or insolvency begin. You must provide documentation to the Administrator in this case.
3. If the Plan is terminated.

B. Consequences of Default

In the event of a default, the outstanding principal amount will be treated as a withdrawal from your account. Withdrawal amounts may be subject to tax penalties. If taxable funds (company match, 401(k) and/or earnings) are withdrawn that amount is treated by the IRS as income received during the current year. Those funds are subject to applicable taxes in accordance with the Tax Reform Act of 1986.

C. Unpaid or Partial-Pay Status

The following procedure is in effect when you are in an unpaid or partial-pay employee status such as a Leave of Absence, Extended Illness, or Workmen's Compensation:

1. If you are on a partial-pay status, you must send to the Plan Administrator a check made payable to "FIIOC", each payday for any portion of a repayment amount not paid through a payroll deduction.
2. If you are on an unpaid status, you must send a check to the Plan Administrator each payday,
3. payable to "FIIOC".
4. If you fail to make repayments we will consider your loan to be in default.

VII. TERMINATION OF EMPLOYMENT

If you have an existing loan and you terminate employment with Sargent & Lundy for any reason, the following options are available to you if you remain in the plan:

1. You can continue to make loan repayments by personal check each month BUT your loan will be in default if you fail to make these payments. At that point, the account will be adjusted accordingly with any tax consequences that may apply. The remaining funds will stay in your account unless a final distribution is requested. NOTE: AT THE TIME YOUR EMPLOYMENT TERMINATES, YOUR PAYMENTS WILL BE CONVERTED TO A MONTHLY BASIS.
2. You can withdraw sufficient allowable funds, even if during the first six months of the loan, to pay off the remaining principal.
3. You can voluntarily default by not making repayments and accepting any tax consequences that may result.

VIII. SPOUSAL CONSENT

Although the plan does not require written consent from your spouse, loans are permitted with the understanding that your spouse is aware of your participation in the Savings Investment Plan and that a loan has been granted to you.

Rev. 10/2000