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401k

Eligibility and Entry
You are eligible to join the plan if you:

• Are at least age 18
• Have worked a minimum of 500 hours within the current 12 month period
• Are not defined by the IRS as a highly compensated employee

Once you meet the eligibility requirements, you may enter the plan on the next open enrollment period; January 1, April 1, July 1 or October 1. AppleOne prints open enrollment notifications on paycheck stubs, so be on the look-out for that. If you choose not to enroll once you complete 500 hours, you would be eligible to enroll again during the next open enrollment period.

Salary Deferral Contributions

You may choose to contribute up to 50% of your pay each pay period.

Your taxable income is reduced by the amount you contribute through salary deferral. This lets you reduce your current income taxes. Your total salary deferral in 2004 may not be more than $13,000. Your maximum deferral percentage and/or dollar amount may also be limited by IRS regulations.

If you reach 50 anytime during the calendar year or are over 50, you may make additional pre-tax contributions above and beyond the normal plan limits. For 2004, you can make up to $3,000 in additional contributions.

Salary Deferral Changes

You may stop making salary deferral contributions at any time. Once enrolled into the plan, you may change your percentage deferral during open enrollment: January 1, April 1, July 1, October 1.

Vesting

You are always 100% vested in the contributions YOU choose to defer. You cannot forfeit these contributions.

Account Information
You may obtain account information through:

• Retirement Plan Statement (Quarterly)
• Website, The Journey SM
• Toll free telephone number

Investments
You may invest your contributions and employer contributions in any or all of the following choices:

• MM Index Equity
• Capital Appreciation (Oppenheimer)
• MM Fundamental Value
• Mid Cap Core Equity
• MM Mid Cap Growth II
• MM Focused Value
• MM Small Cap Growth
• Small Cap Value
• MM Total Return Bond
• MM Overseas
• Guaranteed Interest Account

Investment Mix Changes

You may change your investment mix anytime. Changes can be made through the website, The Journey SM or 1-800-75FLASH (35274).

When You Receive Benefits
You may receive money from your account at:

• Retirement (age 65)
• Age 591/2 and still working
• Early retirement (age 55)
• Death
• Disability
• Separation of Employment

Financial Hardship

You may withdraw all or part of your vested account (not earnings) if you can prove financial hardship*.

The plan defines hardship as an "immediate and severe financial need" and includes only College Education, Purchase of a Primary Residence, Prevention of Eviction or Foreclosure, and Medical Expenses.

Salary deferral Contributions will be suspended for six months after your withdrawal.

Loans

You may borrow up to a maximum of 50% of your vested account balance or $50,000 (whichever is less). The minimum loan amount is $1,000. You may take 1 loan in a 12 month period. The interest rate will be determined when you apply for your loan. You pay back both the principal and interest directly to your account through payroll deduction. You also pay a loan origination and record keeping fee. The loan must be repaid within a 5-year period. A loan term of greater than 5 years may be available for the purchase of a primary residence. The term will be determined by the loan administrator when you apply for your loan. If you don't pay back your loan, you will pay additional taxes. See your loan administrator for additional details.

Other Information

Your salary deferral contributions do not affect your Social Security taxes or any of your other group benefits.

This is a brief summary of your plan. If there are any discrepancies between this summary and the plan document, the plan document will govern. Contact your employer if you would like to see the plan document.

*Most withdrawals/distributions are subject to taxation and required withholding. Check with your financial/tax advisor on how this may affect you.

Mass Mutual is required by the IRS to withhold 20% of any distribution eligible for rollover if it is not directly rolled over to another qualified retirement plan, an IRA, or used to purchase an annuity to be paid over a minimum period of the lesser of 10 years or the participant's life expectancy. This withholding will offset a portion of federal income taxes you owe on the distribution.

The retirement account may be affected differently by individual state taxation rules. Contact your tax advisor with questions.