AMENDMENT NUMBER THREE TO THE AMERICAN FEDERATION OF MUSICIANS AND EMPLOYERS' PENSION PLAN (As Amended and Restated Effective as of January 1, 2002)

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Amendment No. 3

WHEREAS, on February 20, 2002, the Board of Trustees (the "Board") of the American Federation of Musicians and Employers' Pension Fund adopted the American Federation of Musicians and Employers' Pension Plan, as amended and restated effective as of January 1, 2002 (the "Plan"); and

WHEREAS, pursuant to Article 9, Section 9.01 of the Plan, the Board reserves the right to amend the Plan at any time; and

WHEREAS, the Board now desires to amend the Plan to add language to the Plan to reflect certain provisions of Section 415 and 416 of the Internal Revenue Code of 1986, as amended (the "Code"), as requested by the Internal Revenue Service in connection with the Plan's request for a determination letter as to its continued tax-qualified status under the Code; and

WHEREAS, the Board has delegated authority to the Plan's Executive Director to execute any amendments requested by the Internal Revenue Service in connection with the Plan's request for a determination letter as to its continued tax-qualified status under the Code;

NOW, THEREFORE, the Plan is hereby amended, effective as of January 1, 2002, as follows:

1. Article 1 ("Definitions"), Section 1.17 ("Employers or Contributing Employers") is hereby amended by adding the section number ", 5.11" following the section number "5.10" where it appears in the first sentence of the second paragraph thereof.

2. Article 5 ("Pension Eligibility and Amounts"), Section 5.10 ("Maximum Benefits") is hereby amended by substituting the phrase "Notwithstanding anything herein to the contrary" for the phrase "Notwithstanding the foregoing," where it appears in subsection (d) thereof, and adding a new subsection (e) thereto as follows:

(e) Prior Provisions.

1. For the purposes of applying the limitations of Code Section 415, compensation shall mean the employee's wages within the meaning of Code Section 3401(a) and all other payment of compensation to an Employee by an Employer (in the course of the Employer's trade or business) for which the Employer is required to furnish the Employee a written statement under Code Sections 6041(d), 6051(a)(3) and 6052. The definition of compensation within the meaning of Code Section 415(c)(3) includes elective deferrals under Code Section 402(g)(3), and amounts not includible in gross income by reason of Code Sections 401(k), 403(b), 457, or 132(f)(4).
   
   
2. For purposes of applying the limitations of Code Sections 415(b) and 415(e), for an individual who was a Participant as of the first day of the first limitation year beginning after December 31, 1986 in a defined benefit plan which was in existence on May 6, 1986, and whose accrued benefit, as of the close of the 1986 limitation year, exceeds the dollar limitation of Code Section 415(b), as amended by TRA '86, then the Participant's applicable dollar limitation is the Participant's accrued benefit as of the close of the last limitation year beginning prior to December 31, 1986 (determined as if the individual separated from service as of the end of that year and without regard to any changes in the terms of the Plan or cost of living increases occurring after May 6, 1986).
   
   The accrued benefit of any Participant which exceeds the benefit limitations under Code Section 415, as amended by Tax Reform Act of 1986 (including the protected current accrued benefit described in Q&A 12 of Notice 87-21), is reduced as of the first day of the first limitation year beginning after December 31, 1986, to the level permitted under Tax Reform Act of 1986.

1. Definitions. Wherever used in this Section 5.11, the following words and phrases shall have the following meanings:
   
   
   2. Aggregated Plans: All plans of a Contributing Employer satisfying the requirements of Code Section 401(a)(i) which are required to be aggregated with the Plan pursuant to Code Section 416(g)(2)(A)(i), including each plan which must be considered with such plan in order for such plan to meet the requirements of Code Section 401(a)(4) or Code Section 410, and (ii) which the Trustees elect to aggregate with the Plan pursuant to Code Section 416(g)(2)(A)(ii), including any other plan as elected by the Trustees that satisfies the requirements of Code Sections 401(a)(4) and 410 when considered together with the plans required to be aggregated as described above. A terminated or frozen plan shall be treated as an Aggregated Plan only in accordance with Treasury Department regulations.
      
      
   3. Average Pay: The compensation of a Participant averaged over the 5 consecutive Plan Years which produces the highest average prior to such Participant's retirement, death or other termination of employment. The term "compensation" as used in this Section 5.11 shall mean the Employee's compensation on his Form W-2 for the calendar year that ends with or within the applicable Plan Year and shall include amounts excluded from taxable income under Code Section 125, 402(g)(3), 457, and 132(f)(4). For purposes hereof, the term "compensation" shall not include such compensation after the last Plan Year in which a Plan is a Top-Heavy Plan.
      
      
   4. Determination Date: The date as of which it is determined if a plan is to be a Top-Heavy Plan for a Plan Year. The Determination Date with respect to a plan shall be the last day of the immediately preceding plan year or, in the case of a new plan for the first plan year, the last day of such plan year.
      
      
   5. Key Employee: Any individual (and the beneficiary of such individual) described in Section 416(i)(1) of the Code and the Treasury Regulations thereunder.
      
      
   6. Present Benefit Value:
      
      
      1. With respect to a defined benefit plan which is included in the Aggregated Plans, the sum of the present values of a Participant's accrued benefits under such plans. The accrued benefit of an Employee other than a Key Employee shall be determined under (1) the method, if any, that uniformly applies for accrual purposes under all plans maintained by a Contributing Employer, or (2) if there is no such method, as if such benefit accrued not more rapidly than the slowest accrual rate permitted under the fractional accrual rate of Code Section 411(b)(1)(C). Except as provided in the applicable Treasury Regulations, such accrued benefits shall be determined as if the Participant had voluntarily terminated employment on the valuation date which is or would be used for computing plan costs for minimum funding purposes pursuant to Code Section 412 and which is within the 12-month period ending on the Determination Date. Such present value shall be determined on the basis of the actuarial assumptions in effect under such defined benefit plan and may include cost of living increases (to the maximum benefit then permitted pursuant to Code Section 415). Non-proportional subsidies may be taken into consideration in accordance with Treasury Regulations.
         
         
      2. With respect to a defined contribution plan which is included in the Aggregated Plans, the sum of a Participant's account balances attributable to employer and employee contributions under such plans as of the most recent valuation date under the plan ending within the 12-month period ending on the applicable Determination Date and shall be adjusted for contributions due as of such Determination Date. If a plan is not subject to the funding requirements of Code Section 412, the adjustment is the amount of contributions actually made after the valuation date and on or before the Determination Date and, in the first plan year of any plan, also shall include contributions allocated as of a date in such plan year but made after the Determination Date. If a plan is subject to the funding requirements of Code Section 412, a Participant's account balance shall include contributions not yet required to be contributed, but which would be allocated as of a date not later than the Determination Date, and the adjustment shall reflect any contributions made or due after the valuation date but prior to the expiration of the extended payment period of Code Section 412(c)(10).
         
         
      3. Present Benefit Value shall also include any related rollovers and transfers. A determination as to whether a rollover or transfer is related or unrelated shall be made in accordance with applicable Treasury Regulations.
         
         
      4. Present Benefit Value shall also include, to the extent not otherwise included, any amounts distributed to the Participant or the Participant's beneficiary during the Plan Year under the Plan or any Aggregated Plan, during the 1-year period ending on the Determination Date. The preceding sentence shall also apply to distributions under a terminated plan which, had it not been terminated, would have been aggregated with the Plan under Code Section 416(g)(2)(A)(i). In the case of a distribution made for a reason other than severance from employment, death, or disability, this provision shall be applied by substituting "5-year period" for "1-year period." Present Benefit Value shall not include the present value of any accrued benefit under a defined benefit plan or the account balance under a defined contribution plan with respect to a Participant who has not performed services for an employer maintaining the plan at any time during the 1-year period ending on the applicable Determination Date or with respect to a Participant who is not a Key Employee for a Plan Year, although such person was a Key Employee in a prior Plan Year.
         
         
   7. Top-Heavy Plan: Aggregated Plans in which more than 60% of the sum of all Present Benefit Values is attributable to Key Employees, as determined as of the applicable Determination Date. For this purpose, plans will be aggregated with reference to the Determination Date which occurs within the same calendar year.
      
      
   8. Year of Top-Heavy Service: Each Year of Service which commences in a Plan Year in which the Plan is a Top-Heavy Plan.
   
   
2. Minimum Benefit.
   
   
   1. For any Plan Year in which the Plan is a Top-Heavy Plan, the Accrued Benefit for a Participant who is not a Key Employee shall not be less than the Participant's Average Pay multiplied by the lesser of (i) 2% multiplied by the Participant's Years of Top-Heavy Service or (ii) 20%.
      
      
   2. If a Participant is also a participant in any other defined benefit plan of a Contributing Employer, the minimum benefit set forth in (1) above shall be reduced by any benefits provided from such other plan with respect to any of the Participant's Years of Top-Heavy Service.
      
      
   3. If a Participant is also a participant in any defined contribution plan of a Contributing Employer, the minimum benefit set forth in (1) above shall be reduced to the extent permitted by Code Section 416 (or any regulations issued thereunder) with respect to any benefits provided under such plans.
      
      
   4. The minimum benefit set forth in (1) above, shall be payable as a life annuity (with no ancillary benefits) commencing at the Participant's Normal Retirement Age. Any benefit which is payable as other than a life annuity, or which commences at other than the Participant's Normal Retirement Age shall be adjusted to an amount which is actuarially equivalent to such benefit. For purposes hereof, such actuarially equivalent determination shall be based on such actuarial assumptions set forth in Appendix A.
   
   
3. Minimum Vesting. If the Plan is a Top-Heavy Plan, each Participant shall be fully vested after having completed three Years of Vesting Service. If the Plan ceases to be a Top-Heavy Plan for any future year, the minimum vesting schedule shall not be applicable with respect to any such future Plan Year; provided, however, that such minimum vesting schedule shall continue to apply with respect to the Accrued Benefit of any Participant who had completed 3 or more Years of Service as of the first day of the Plan Year as of which the Plan ceases to be a Top-Heavy Plan.
   
   
4. Amendment Not Required. The foregoing provisions of this Section 5.11 are intended to conform the Plan to the requirements of Code Section 416 and any regulations, rulings or other pronouncements issued pursuant thereto, and shall be construed accordingly. In the event that under any statute, regulation or ruling all or a portion of the conditions of this Section are no longer required for the Plan to comply with the requirements of Code Section 401 (or any other provisions with respect to qualification for tax exemption of retirement plans and trusts), to the extent possible such conditions shall become void and shall no longer apply without the necessity of an amendment to the Plan.
   
   
5. Non-applicability to Collectively Bargained Groups. The provisions of this Section 5.11 do not apply with respect to any Employee included in a unit of employees covered by a collective bargaining agreement.
   
   
6. Minimum Benefits. For purposes of satisfying the minimum benefit requirements of Section 416(c)(1) of the Code and the Plan, in determining years of service with an Employer, any service with an Employer shall be disregarded to the extent that such service occurs during a Plan Year when the Plan benefits (within the meaning of Section 410(b) of the Code) no Key Employee or former Key Employee.