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SECOND AMENDMENT TO THE
BENTHOS, INC. 401(k) RETIREMENT PLAN
Benthos, Inc. (the "Employer") having heretofore adopted the Benthos, Inc.
401(k) Retirement Plan, a prototype plan document consisting of the Plan
Agreement #001 and the Putnam Basic Plan Document #07 (the "Plan") effective
as of July 1, 1999, pursuant to the power reserved to the Employer in Section
17.1 of the Plan, hereby amends the Plan Agreement as set forth below.
1. Subsection C.(5) of Section 3., of the Plan Agreement is hereby amended
effective October 1, 1999, by striking said subsection in its entirety and
by substituting the following new paragraph in lieu thereof:
"(5) If the Employer acquires a business after the Effective Date,
the Eligibility Periods for an employee of the acquired
business will be the periods selected in (1), (2) and (3)
beginning on (check (a) or (b)):
[X] (a) the date the employee began work with the acquired
business.
[ ] (b) the date of the acquisition (i.e., the date the
employee begins work for the Employer)."
2. Subsection B.(3) of Section 9., of the Plan Agreement is hereby amended
effective October 1, 1999, by striking said subsection in its entirety
and by substituting the following new paragraph in lieu thereof:
"(3) Will an employee's service for a business acquired by the
Employer that was performed before the acquisition be
included in determining an employee's Years of Service for
vesting?
[X] (a) Yes [ ] (b) No
List below any business acquired on or before the Effective
Date for which an employee's service will be included in
determining an employee's Years of Service for vesting. Service
of an employee for a predecessor employer (which includes an
acquired business) whose plan the Employer maintains must be
included as service for the Employer under this Plan.
Therefore, also list below any predecessor employer whose
plan the Employer maintains:
_______
______"
3. In all other respects, the Plan provisions remain in full force and
effect.
IN WITNESS, WHEREOF, the Employer has caused the Second Amendment to the Plan
to be duly executed in its name and behalf and its corporate seal to be
affixed as of the date signed below.
ATTEST:
BENTHOS, INC. PUTNAM FIDUCIARY TRUST COMPANY
By: /s/ John L. Coughlin By: /s/ Tina A. Campbell
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Print Name: John L. Coughlin Print Name: Tina A. Campbell
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Title: President and CEO Title: VP Director of Compliance and
Benthos, Inc. Consulting
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Date: 6/6/00 Date: 6/6/00
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