Exhibit 4.3


 


Your plan is an important legal document.
This sample plan has been prepared based on our understanding of the desired provisions. It may not fit your situation. You should
consult with your lawyer on the plan’s legal and tax implications. Neither Principal Life Insurance Company nor its agents
can be responsible for the legal or tax aspects of the plan nor its appropriateness for your situation. If you wish to change the
provisions of this sample plan, you may ask us to prepare new sample wording for you and your lawyer to review.


 




    	 



    	 



    

 


SANDY SPRING BANK

401(k) PLAN


 


401(k) Plan CL2012


 


Restated October 1, 2013


 




    	 



    	 



    

 


TABLE OF CONTENTS


 


	 	Page
	 	 
	ARTICLE I              FORMAT AND DEFINITIONS	2
	 	 
	SECTION 1.01— FORMAT	2
	SECTION 1.02— DEFINITIONS	2
	 	 
	ARTICLE II            PARTICIPATION	21
	 	 
	SECTION 2.01— ACTIVE PARTICIPANT	21
	SECTION 2.02— INACTIVE PARTICIPANT	22
	SECTION 2.03— CESSATION OF PARTICIPATION	22
	SECTION 2.04— ADOPTING EMPLOYERS - SINGLE PLAN	22
	 	 
	ARTICLE III           CONTRIBUTIONS	24
	 	 
	SECTION 3.01— EMPLOYER CONTRIBUTIONS	24
	SECTION 3.02— ROLLOVER CONTRIBUTIONS	27
	SECTION 3.03— FORFEITURES	29
	SECTION 3.04— ALLOCATION	29
	SECTION 3.05— CONTRIBUTION LIMITATION	31
	SECTION 3.06— EXCESS AMOUNTS	36
	SECTION 3.07— 401(k) SAFE HARBOR PROVISIONS	47
	 	 
	ARTICLE IV           INVESTMENT OF CONTRIBUTIONS	50
	 	 
	SECTION 4.01— INVESTMENT AND TIMING OF CONTRIBUTIONS	50
	SECTION 4.02— INVESTMENT IN QUALIFYING EMPLOYER SECURITIES	52
	 	 
	ARTICLE V             BENEFITS	56
	 	 
	SECTION 5.01— RETIREMENT BENEFITS	56
	SECTION 5.02— DEATH BENEFITS	56
	SECTION 5.03— VESTED BENEFITS	56
	SECTION 5.04— WHEN BENEFITS START	56
	SECTION 5.05— WITHDRAWAL BENEFITS	58
	SECTION 5.06— LOANS TO PARTICIPANTS	59
	SECTION 5.07— DISTRIBUTIONS UNDER QUALIFIED DOMESTIC RELATIONS ORDERS	62


 




    	 



    	 



    

 


	ARTICLE VI           DISTRIBUTION OF BENEFITS	63
	 	 
	SECTION 6.01— AUTOMATIC FORMS OF DISTRIBUTION	63
	SECTION 6.02— OPTIONAL FORMS OF DISTRIBUTION	64
	SECTION 6.03— ELECTION PROCEDURES	64
	SECTION 6.04— NOTICE REQUIREMENTS	66
	 	 
	ARTICLE VII          REQUIRED MINIMUM DISTRIBUTIONS	67
	 	 
	SECTION 7.01— APPLICATION	67
	SECTION 7.02— DEFINITIONS	67
	SECTION 7.03— REQUIRED MINIMUM DISTRIBUTIONS	68
	SECTION 7.04— TEFRA SECTION 242(b)(2) ELECTIONS	72
	 	 
	ARTICLE VIII        TERMINATION OF THE PLAN	74
	 	 
	ARTICLE IX          ADMINISTRATION OF THE PLAN	75
	 	 
	SECTION 9.01— ADMINISTRATION	75
	SECTION 9.02— EXPENSES	75
	SECTION 9.03— RECORDS	76
	SECTION 9.04— INFORMATION AVAILABLE	76
	SECTION 9.05— CLAIM PROCEDURES	76
	SECTION 9.06— DELEGATION OF AUTHORITY	78
	SECTION 9.07— EXERCISE OF DISCRETIONARY AUTHORITY	78
	SECTION 9.08— TRANSACTION PROCESSING	78
	 	 
	ARTICLE X            GENERAL PROVISIONS	79
	 	 
	SECTION 10.01— AMENDMENTS	79
	SECTION 10.02— DIRECT ROLLOVERS	80
	SECTION 10.03— MERGERS AND DIRECT TRANSFERS	81
	SECTION 10.04— PROVISIONS RELATING TO THE INSURER AND OTHER PARTIES	82
	SECTION 10.05— EMPLOYMENT STATUS	83
	SECTION 10.06— RIGHTS TO PLAN ASSETS	83
	SECTION 10.07— BENEFICIARY	83
	SECTION 10.08— NONALIENATION OF BENEFITS	84
	SECTION 10.09— CONSTRUCTION	84
	SECTION 10.10— LEGAL ACTIONS	84
	SECTION 10.11— SMALL AMOUNTS	84
	SECTION 10.12— WORD USAGE	85
	SECTION 10.13— CHANGE IN SERVICE METHOD	85
	SECTION 10.14— MILITARY SERVICE	87


 




    	 



    	 



    

 


	ARTICLE XI           TOP-HEAVY PLAN REQUIREMENTS	88
	 	 
	SECTION 11.01— APPLICATION	88
	SECTION 11.02— DEFINITIONS	88
	SECTION 11.03— MODIFICATION OF CONTRIBUTIONS	91
	 	 
	PLAN EXECUTION	 


 




    	 



    	 



    

 


INTRODUCTION


 


The Primary Employer
previously established the Sandy Spring Bancorp, Inc. Cash and Deferred Profit Sharing Plan on January 1, 1982. The Plan is being
renamed the Sandy Spring Bank 401(k) Plan (the Plan) as of October 1, 2013.


 


The Plan is being restated
effective October 1, 2013, and is set forth in this document which is substituted in lieu of the prior document with the exception
of any interim amendment and any model amendment that has not been incorporated into this restatement. Such amendment(s) shall
continue to apply to this restated plan until such provisions are integrated into the plan or such amendment(s) are superseded
by another amendment.


 


It is intended that
the restated Plan qualify as a profit sharing plan under the Internal Revenue Code of 1986 (Code), including any later amendments
to the Code. The Employer agrees to operate the Plan according to the terms, provisions, and conditions set forth in this document.


 


The restated Plan continues
to be for the exclusive benefit of employees of the Employer. All persons covered under the Plan before the effective date of this
restatement shall continue to be covered under the restated Plan with no loss of benefits.


 


This Plan includes
the statutory, regulatory, and guidance changes specified in the 2012 Cumulative List of Changes in Plan Qualification Requirements
(2012 Cumulative List) contained in Internal Revenue Service Notice 2012-76 and the qualification requirements and guidance published
before the issuance of such list. The provisions of this Plan apply as of the effective date of the restatement unless otherwise
specified.


 




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ARTICLE
I


 


FORMAT AND DEFINITIONS


 


SECTION
1.01—FORMAT.


 


Words and phrases defined
in the DEFINITIONS SECTION of Article I shall have that defined meaning when used in this Plan, unless the context clearly indicates
otherwise. These words and phrases have initial capital letters to aid in identifying them as defined terms.


 


SECTION
1.02—DEFINITIONS.


 


Account means the Participant’s
share of the Plan Fund. Separate accounting records are kept for those parts of his Account resulting from:


 





		(a)	Pre-tax Elective Deferral Contributions



 


		(b)	Roth Elective Deferral Contributions



 


		(c)	Matching Contributions that are not Qualified Matching Contributions



 


		(d)	Qualified Matching Contributions



 


		(e)	Qualified Nonelective Contributions



 


		(f)	Other Employer Contributions



 


		(g)	Rollover Contributions





 


A Participant’s Account
shall be reduced by any distribution of his Vested Account and by any Forfeitures. A Participant’s Account shall participate
in the earnings credited, expenses charged, and any appreciation or depreciation of the Investment Fund. His Account is subject
to any minimum guarantees applicable under the Annuity Contract or other investment arrangement.


 


ACP Test means the nondiscrimination
test described in Code Section 401(m)(2) as provided for in the EXCESS AMOUNTS SECTION of Article III.


 


ACP Test Safe Harbor means
the method described in the 401(k) SAFE HARBOR PROVISIONS SECTION of Article III for satisfying the ACP Test with respect to Matching
Contributions.


 


Active Participant means
an Eligible Employee who is actively participating in the Plan according to the provisions in the ACTIVE PARTICIPANT SECTION of
Article II.


 


Adopting Employer means
an employer who has adopted this Plan and who is not the Primary Employer. An Adopting Employer is a Controlled Group member and
is listed in the ADOPTING EMPLOYERS - SINGLE PLAN SECTION of Article II.


 




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ADP Test means the nondiscrimination
test described in Code Section 401(k)(3) as provided for in the EXCESS AMOUNTS SECTION of Article III.


 


ADP Test Safe Harbor means
the method described in the 401(k) SAFE HARBOR PROVISIONS SECTION of Article III for satisfying the ADP Test.


 


Affiliated Service Group means
any group of corporations, partnerships or other organizations of which the Employer is a part and that is affiliated within the
meaning of Code Section 414(m) and the regulations thereunder. The term Controlled Group, as it is used in this Plan, shall include
the term Affiliated Service Group.


 


Alternate Payee means
any spouse, former spouse, child, or other dependent of a Participant who is recognized by a qualified domestic relations order
as having a right to receive all, or a portion of, the benefits payable under the Plan with respect to such Participant.


 


Annual Compensation means,
for a Plan Year, the Employee’s Compensation for the Compensation Year ending with or within the consecutive 12-month period
ending on the last day of the Plan Year.


 


Annual Compensation shall exclude
Compensation for the portion of the Compensation Year in which an Employee is not an Active Participant.


 


Annuity Contract means
the annuity contract or contracts into which the Trustee or the Primary Employer enters with the Insurer for guaranteed benefits,
for the investment of Contributions in separate accounts, and for the payment of benefits under this Plan.


 


Annuity Starting Date means
the first day of the first period for which an amount is payable to the Participant as an annuity or any other form.


 


Beneficiary means the
person or persons named by a Participant to receive any benefits under the Plan when the Participant dies. See the BENEFICIARY
SECTION of Article X.


 


Catch-up Contributions means
Elective Deferral Contributions made to the Plan that are in excess of an otherwise applicable Plan limit and that are made by
Participants who are age 50 or older by the end of the taxable year. An otherwise applicable Plan limit is a limit in the Plan
that applies to Elective Deferral Contributions without regard to Catch-up Contributions, such as the limits on the Maximum Annual
Additions, as defined in the CONTRIBUTION LIMITATION SECTION of Article III, the dollar limitation on Elective Deferral Contributions
under Code Section 402(g) (not counting Catch-up Contributions), and the limit imposed by the ADP Test.


 


Catch-up Contributions are not
subject to the limits on the Maximum Annual Additions, as defined in the CONTRIBUTION LIMITATION SECTION of Article III, are not
counted in the ADP Test, and are not counted in determining the minimum allocation under Code Section 416 (but Catch-up Contributions
made in prior years are counted in determining whether the Plan is top-heavy).


 




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Claimant means any person
who makes a claim for benefits under this Plan. See the CLAIM PROCEDURES SECTION of Article IX.


 


Code means the Internal
Revenue Code of 1986, as amended.


 


Compensation means, except
for purposes of the CONTRIBUTION LIMITATION SECTION of Article III and Article XI, the total earnings, except as modified in this
definition, from the Employer during any specified period.


 


“Earnings” in this
definition means wages within the meaning of Code Section 3401(a) for the purposes of income tax withholding at the source but
determined without regard to any rules that limit the remuneration included in wages based on the nature or location of the employment
or the services performed (such as the exception for agricultural labor in Code Section 3401(a)(2)).


 


For any Self-employed Individual,
Compensation means Earned Income.


 


Except as provided herein, Compensation
for a specified period is the Compensation actually paid or made available (or if earlier, includible in gross income) during such
period.


 


Compensation for a Plan Year
shall also include Compensation paid by the later of 2 1/2 months after an Employee’s Severance from Employment with the
Employer maintaining the Plan or the end of the Plan Year that includes the date of the Employee’s Severance from Employment
with the Employer maintaining the Plan, if (i) the payment is regular Compensation for services during the Employee’s regular
working hours, or Compensation for services outside the Employee’s regular working hours (such as overtime or shift differential),
commissions, bonuses, or other similar payments, and, absent a Severance from Employment, the payments would have been paid to
the Employee while the Employee continued in employment with the Employer or (ii) the payment is for unused accrued bona fide sick,
vacation or other leave that the Employee would have been able to use if employment had continued.


 


Any payments not described above
shall not be considered Compensation if paid after Severance from Employment, even if they are paid by the later of 2 1/2 months
after the date of Severance from Employment or the end of the Plan Year that includes the date of Severance from Employment, except,
Compensation paid to a Participant who is permanently and totally disabled, as defined in Code Section 22(e)(3), provided the Participant
was not a highly compensated employee, as defined in Code Section 414(q), immediately before becoming disabled.


 


Back pay, within the meaning
of section 1.415(c)-2(g)(8) of the regulations, shall be treated as Compensation for the Plan Year to which the back pay relates
to the extent the back pay represents wages and compensation that would otherwise be included in this definition.


 




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Compensation paid or made available
during a specified period shall include amounts that would otherwise be included in Compensation, but for an election under Code
Section 125(a), 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k), or 457(b). Compensation shall also include employee contributions “picked
up” by a governmental entity and, pursuant to Code Section 414(h)(2), treated as Employer contributions.


 


Compensation shall also include
deemed Code Section 125 Compensation. Deemed Code Section 125 Compensation is an amount that is excludible under Code Section 106
that is not available to a Participant in cash in lieu of group health coverage under a Code Section 125 arrangement solely because
the Participant is unable to certify that he has other health coverage. Amounts are deemed Code Section 125 Compensation only if
the Employer does not request or otherwise collect information regarding the Participant’s other health coverage as part
of the enrollment process for the health plan.


 


For purposes of the EXCESS AMOUNTS
SECTION of Article III, the Employer may elect to use an alternative nondiscriminatory definition of Compensation in accordance
with the regulations under Code Section 414(s).


 


The annual Compensation of each
Participant taken into account in determining contributions and allocations for any determination period (the period over which
Compensation is determined) shall not exceed $200,000, as adjusted for cost-of-living increases in accordance with Code Section
401(a)(17)(B). The cost-of-living adjustment in effect for a calendar year applies to any determination period beginning with or
within such calendar year.


 


If a determination period consists
of fewer than 12 months, the annual compensation limit is an amount equal to the otherwise applicable annual compensation limit
multiplied by a fraction. The numerator of the fraction is the number of months in the short determination period, and the denominator
of the fraction is 12.


 


If Compensation for any prior
determination period is taken into account in determining a Participant’s contributions or allocations for the current Plan
Year, the Compensation for such prior determination period is subject to the applicable annual compensation limit in effect for
that determination period.


 


Compensation means, for a Leased
Employee, Compensation for the services the Leased Employee performs for the Employer, determined in the same manner as the Compensation
of Employees who are not Leased Employees, regardless of whether such Compensation is received directly from the Employer or from
the leasing organization.


 


Compensation Year means
the period used to determine Annual Compensation. The Compensation Year is the consecutive 12-month period ending on the last day
of each Plan Year, including corresponding periods before the effective date of the Plan.


 




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Contributions means Employer
Contributions and Rollover Contributions as set out in Article III, unless the context clearly indicates only specific contributions
are meant.


 


Controlled Group means
any group of corporations, trades, or businesses of which the Employer is a part that is under common control. A Controlled Group
includes any group of corporations, trades, or businesses, whether or not incorporated, which is either a parent-subsidiary group,
a brother-sister group, or a combined group within the meaning of Code Section 414(b), Code Section 414(c) and the regulations
thereunder and, for purposes of determining contribution limitations under the CONTRIBUTION LIMITATION SECTION of Article III,
as modified by Code Section 415(h). The term Controlled Group, as it is used in this Plan, shall include the term Affiliated Service
Group and any other employer required to be aggregated with the Employer under Code Section 414(o) and the regulations thereunder.


 


Designated Beneficiary means
the individual who is designated by the Participant (or the Participant’s surviving spouse) as the Beneficiary of the Participant’s
interest under the Plan and who is the designated beneficiary under Code Section 401(a)(9) and section 1.401(a)(9)-4 of the regulations.


 


Differential Wage Payments
means any payments that are made by an Employer to an individual with respect to any period during which the individual is
performing Qualified Military Service while on active duty for a period of more than 30 days. Such payments shall be made in accordance
with Code Section 3401(h) and represent all or a portion of the wages the individual would have received from the Employer if the
individual were performing service for the Employer.


 


Direct Rollover means
a payment by the Plan to the Eligible Retirement Plan specified by the Distributee.


 


Discretionary Contributions
means discretionary Employer Contributions. See the EMPLOYER CONTRIBUTIONS SECTION of Article III.


 


Distributee means an Employee
or former Employee. In addition, the Employee’s (or former Employee’s) surviving spouse and the Employee’s (or
former Employee’s) spouse or former spouse who is the Alternate Payee under a qualified domestic relations order, as defined
in Code Section 414(p), are Distributees with regard to the interest of the spouse or former spouse. For distributions made after
December 31, 2006, a Distributee includes the Employee’s (or former Employee’s) nonspouse Designated Beneficiary, in
which case, the distribution can only be transferred to a traditional IRA or Roth IRA established on behalf of the nonspouse Designated
Beneficiary for the purpose of receiving the distribution.


 


Earned Income means, for
a Self-employed Individual, net earnings from self-employment in the trade or business for which this Plan is established if such
Self-employed Individual’s personal services are a material income producing factor for that trade or business. Net earnings
shall be determined without regard to items not included in gross income and the deductions properly allocable to or chargeable
against such items. Net earnings shall be reduced for the employer contributions to the employer’s qualified retirement plan(s)
to the extent deductible under Code Section 404.


 




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Net earnings shall be determined
with regard to the deduction allowed to the employer by Code Section 164(f) for taxable years beginning after December 31, 1989.


 


Elective Deferral Agreement
means an agreement between an Eligible Employee and the Employer under which an Eligible Employee may make Elective Deferral
Contributions. An Elective Deferral Agreement (or change thereto) must be made in such manner and in accordance with such rules
as the Employer may prescribe in a nondiscriminatory manner (including by means of voice response or other electronic system under
circumstances the Employer permits). Elective Deferral Agreements cannot relate to Compensation that is payable prior to the later
of the adoption or effective date of the cash or deferred arrangement (CODA). Elective Deferral Agreements shall be made, changed,
or terminated according to the provisions of the EMPLOYER CONTRIBUTIONS SECTION of Article III.


 


Elective Deferral Contributions
means Employer Contributions made in accordance with an Elective Deferral Agreement.


 


Elective Deferral Contributions
means Pre-tax Elective Deferral Contributions and Roth Elective Deferral Contributions, unless the context clearly indicates only
one is meant.


 


Elective Deferral Contributions
shall be 100% vested and subject to the distribution restrictions of Code Section 401(k) when made. See the WHEN BENEFITS START
SECTION of Article V.


 


Eligibility Break in Service
means an Eligibility Computation Period in which an Employee is credited with 500 or fewer Hours of Service. An Employee incurs
an Eligibility Break in Service on the last day of an Eligibility Computation Period in which he has an Eligibility Break in Service.


 


Eligibility Computation Period
means a consecutive 12-month period used to determine Eligibility Service. The first Eligibility Computation Period begins
on an Employee’s Employment Commencement Date. Later Eligibility Computation Periods shall be consecutive 12-month periods
ending on the last day of each Plan Year that begins after his Employment Commencement Date.


 


For an Employee who has a Severance
from Employment prior to satisfying the eligibility requirements in the ACTIVE PARTICIPANT SECTION of Article II, the Eligibility
Computation Period after an Eligibility Break in Service will be determined using the consecutive 12-month period beginning on
his reemployment commencement date as if it were his Employment Commencement Date. For purposes of this definition, reemployment
commencement date means the date an Employee first performs an Hour of Service following an Eligibility Break in Service.


 




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Eligibility Service means
an Employee’s Period of Service. Eligibility Service shall be measured from his Employment Commencement Date to his most
recent Severance Date. This Period of Service shall be reduced by any Period of Severance that occurred prior to his most recent
Severance Date, unless such Period of Severance is included under the service spanning rule below. This period of Eligibility Service
shall be expressed as months (on the basis that 30 days equal one month).


 


However, Eligibility Service
is modified as follows:


 


Service with a Predecessor Employer
that did not maintain this Plan included:


 


An Employee’s service
with a Predecessor Employer that did not maintain this Plan shall be included as service with the Employer.


 


Period of Military Duty included:


 


A Period of Military Duty shall
be included as service with the Employer to the extent it has not already been credited. For purposes of crediting Hours of Service
during the Period of Military Duty, an Hour of Service shall be credited (without regard to the 501 Hour of Service limitation)
for each hour an Employee would normally have been scheduled to work for the Employer during such period.


 


Period of Severance included
(service spanning rule):


 


A Period of Severance shall be
deemed to be a Period of Service under either of the following conditions:


 


		(a)	the Period of Severance immediately follows a period
during which an Employee is not absent from work and ends within 12 months; or



 


		(b)	the Period of Severance immediately follows a period
during which an Employee is absent from work for any reason other than quitting, being discharged, or retiring (such as a leave
of absence or layoff) and ends within 12 months of the date he was first absent.



 


Controlled Group service included:


 


An Employee’s service
with a member firm of a Controlled Group while both that firm and the Employer were members of the Controlled Group shall be included
as service with the Employer.


 


Eligible Employee means
any Employee of the Employer excluding the following:


 


Bargaining class. Represented
for collective bargaining purposes by any collective bargaining agreement between the Employer and employee representatives, if
retirement benefits were the subject of good faith bargaining and if two percent or less of the Employees who are covered pursuant
to that agreement are professionals as defined in section 1.410(b)-9 of the regulations, unless a collective bargaining agreement
in effect for such Plan Year requires that the employees in a specified bargaining class be covered by this Plan. For this purpose,
the term “employee representatives” does not include any organization more than half of whose members are Employees
who are owners, officers, or executives of the Employer.


 




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An individual who is not reported
on the payroll records of the Employer as a common law Employee. If such person is later determined by the Employer or by a court
or governmental agency to be or to have been an Employee, he will only be eligible for participation prospectively and may participate
in the Plan as of the next Entry Date following such determination and after the satisfaction of all other eligibility requirements.


 


Temporary Employees who are
regularly scheduled to work less than 1,000 Hours of Service in a 12-month period, provided that if such Employee does in fact
work 1,000 or more Hours of Service during an Eligibility Computation Period and is age 18, he shall become an Eligible Employee
on the later of (1) the last day of the first Eligibility Computation Period during which the Employee completes 1,000 Hours of
Service, or (2) the Employee’s 18th birthday, unless he falls under one of the above Employee exclusions.


 


However, to the extent an Employee
becomes an Employee as a result of a Code Section 410(b)(6)(C) transaction, that Employee shall not be an Eligible Employee during
the period beginning on the date of the transaction and ending on the last day of the first Plan Year beginning after the date
of the transaction. This period is called the transition period. The transition period may end earlier if there is a significant
change in the coverage under the Plan or if the Employer chooses to cover all similarly situated Employees as of an earlier date.
A Code Section 410(b)(6)(C) transaction is an asset or stock acquisition, merger, or similar transaction involving a change in
the employer of the employees of a trade or business.


 


Eligible Retirement Plan means
an eligible plan under Code Section 457(b) which is maintained by a state, political subdivision of a state, or any agency or instrumentality
of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from
this Plan, a traditional IRA, a Roth IRA, an annuity plan described in Code Section 403(a), an annuity contract described in Code
Section 403(b), or a qualified plan described in Code Section 401(a), that accepts the Distributee’s Eligible Rollover Distribution.
The definition of Eligible Retirement Plan shall also apply in the case of a distribution to a surviving spouse, or to a spouse
or former spouse who is the Alternate Payee under a qualified domestic relations order, as defined in Code Section 414(p).


 


If any portion of an Eligible
Rollover Distribution is attributable to payments or distributions from a designated Roth account, an Eligible Retirement Plan
with respect to such portion shall include only (i) another designated Roth account of the individual from whose Account the payments
or distributions were made or (ii) a Roth IRA of such individual.


 




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Eligible Rollover Distribution
means any distribution of all or any portion of the balance to the credit of the Distributee, except that an Eligible Rollover
Distribution does not include: (i) any distribution that is one of a series of substantially equal periodic payments (not less
frequently than annually) made for the life (or life expectancy) of the Distributee or the joint lives (or joint life expectancies)
of the Distributee and the Distributee’s Designated Beneficiary, or for a specified period of ten years or more; (ii) any
distribution to the extent such distribution is required under Code Section 401(a)(9); (iii) any hardship distribution; and (iv)
any other distribution(s) that is reasonably expected to total less than $200 during a year. For purposes of the $200 rule, a distribution
from a designated Roth account and a distribution from other accounts under the Plan shall be treated as made under separate plans.


 


Any portion of a distribution
that consists of after-tax employee contributions that are not includible in gross income may be transferred only to (i) a traditional
individual retirement account or annuity described in Code Section 408(a) or (b) (a “traditional IRA”); (ii) a Roth
individual retirement account or annuity described in Code Section 408A (a “Roth IRA”); or (iii) a qualified plan or
an annuity contract described in Code Section 401(a) and 403(b), respectively, that agrees to separately account for amounts so
transferred, including separately accounting for the portion of such distribution which is includible in gross income and the portion
of such distribution which is not so includible.


 


Employee means an individual
who is employed by the Employer or any other employer required to be aggregated with the Employer under Code Sections 414(b), (c),
(m), or (o). A Controlled Group member is required to be aggregated with the Employer.


 


The term Employee shall include
any individual receiving Differential Wage Payments.


 


The term Employee shall include
any Self-employed Individual treated as an employee of any employer described in the preceding paragraphs as provided in Code Section
401(c)(1).


 


The term Employee shall also
include any Leased Employee deemed to be an employee of any employer described in the preceding paragraphs as provided in Code
Section 414(n) or (o).


 


An independent contractor is
not an Employee. If the Internal Revenue Service determines that an individual who the Employer considered to be an independent
contractor, or the employee of an independent contractor, is an Employee, such individual shall be an Employee as of the reclassification
date.


 


Employer means, except
for purposes of the CONTRIBUTION LIMITATION SECTION of Article III, the Primary Employer. This will also include any successor
corporation, trade or business which will, by written agreement, assume the obligations of this Plan or any Predecessor Employer
that maintained this Plan.


 




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Employer Contributions means


 


Elective Deferral Contributions


Matching Contributions


Qualified Nonelective Contributions


Discretionary Contributions


 


as set out in Article III and
contributions made by the Employer in accordance with the provisions of the MODIFICATION OF CONTRIBUTIONS SECTION of Article XI,
unless the context clearly indicates only specific contributions are meant.


 


Employment Commencement Date
means the date an Employee first performs an Hour of Service.


 


Entry Date means the date
an Employee first enters the Plan as an Active Participant. See the ACTIVE PARTICIPANT SECTION of Article II.


 


ERISA means the Employee
Retirement Income Security Act of 1974, as amended.


 


Forfeiture means the part,
if any, of a Participant’s Account that is forfeited. See the FORFEITURES SECTION of Article III.


 


Highly Compensated Employee
means any Employee who:


 


		(a)	was a 5-percent owner at any time during the year or
the preceding year, or



 


		(b)	for the preceding year had compensation from the Employer
in excess of $80,000 and was in the top-paid group (top 20% of employees based on compensation) for the preceding year. The $80,000
amount is adjusted at the same time and in the same manner as under Code Section 415(d), except that the base period is the calendar
quarter ending September 30, 1996.



 


For this purpose the applicable
year of the plan for which a determination is being made is called a determination year and the preceding 12-month period is called
a look-back year.


 


In determining who is a Highly
Compensated Employee, the Employer makes a top-paid group election. The effect of this election is that an Employee (who is not
a 5-percent owner at any time during the determination year or the look-back year) with compensation in excess of $80,000 (as adjusted)
for the look-back year is a Highly Compensated Employee only if the Employee was in the top-paid group for the look-back year.
Top-paid group elections, once made, apply for all subsequent years unless changed by the Employer. Any such election(s) must be
in writing and by the date prescribed in Code Section 414(q) and the regulations thereunder. Any election(s) shall remain in effect
until changed by a new election and must apply consistently to all plans maintained by the Employer which reference the highly
compensated employee definition in Code Section 414(a), except as provided in Internal Revenue Service Notice 97-45 (or superseding
guidance).


 




    	11



    	 



    

 


The determination of who is a
highly compensated former Employee is based on the rules applicable to determining Highly Compensated Employee status as in effect
for that determination year, in accordance with section 1.414(q)-1T, A-4 of the temporary Income Tax Regulations and Internal Revenue
Service Notice 97-45.


 


The determination of who is a
Highly Compensated Employee, including the determinations of the number and identity of Employees in the top-paid group, the compensation
that is considered, and the identity of the 5-percent owners, shall be made in accordance with Code Section 414(q) and the regulations
thereunder.


 


For purposes of this definition,
the above references to compensation shall mean Compensation as defined in the CONTRIBUTION LIMITATION SECTION of Article III.


 


Hour of Service means,
for the elapsed time method of crediting service in this Plan, each hour for which an Employee is paid, or entitled to payment,
for performing duties for the Employer. Hour of Service means, for the hours method of crediting service in this Plan, the following:


 





		(a)	Each hour for which an Employee is paid, or entitled to payment, for performing duties for the
Employer during the applicable computation period.



 


		(b)	Each hour for which an Employee is paid, or entitled to payment, by the Employer on account of
a period of time in which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation,
holiday, illness, incapacity (including disability), layoff, jury duty, military duty or leave of absence. Notwithstanding the
preceding provisions of this subparagraph (b), no credit will be given to the Employee:



 


		(1)	for more than 501 Hours of Service under this subparagraph (b) on account of any single continuous
period in which the Employee performs no duties (whether or not such period occurs in a single computation period); or



 


		(2)	for an Hour of Service for which the Employee is directly or indirectly paid, or entitled to payment,
on account of a period in which no duties are performed if such payment is made or due under a plan maintained solely for the purpose
of complying with applicable worker’s or workmen’s compensation, or unemployment compensation, or disability insurance
laws; or



 


		(3)	for an Hour of Service for a payment which solely reimburses the Employee for medical or medically
related expenses incurred by him.





 




    	12



    	 



    

 


For purposes of this subparagraph
(b), a payment shall be deemed to be made by, or due from the Employer, regardless of whether such payment is made by, or due from
the Employer, directly or indirectly through, among others, a trust fund or insurer, to which the Employer contributes or pays
premiums and regardless of whether contributions made or due to the trust fund, insurer or other entity are for the benefit of
particular employees or are on behalf of a group of employees in the aggregate.


 


		(c)	Each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed
to by the Employer. The same Hours of Service shall not be credited both under subparagraph (a) or subparagraph (b) above (as the
case may be) and under this subparagraph (c). Crediting of Hours of Service for back pay awarded or agreed to with respect to periods
described in subparagraph (b) above will be subject to the limitations set forth in that subparagraph.





 


The crediting of Hours of Service
above shall be applied under the rules of paragraphs (b) and (c) of the Department of Labor Regulation 2530.200b-2 (including any
interpretations or opinions implementing such rules); which rules, by this reference, are specifically incorporated in full within
this Plan. The reference to paragraph (b) applies to the special rule for determining Hours of Service for reasons other than the
performance of duties such as payments calculated (or not calculated) on the basis of units of time and the rule against double
credit. The reference to paragraph (c) applies to the crediting of Hours of Service to computation periods.


 


Hours of Service shall be credited
for employment with any other employer required to be aggregated with the Employer under Code Sections 414(b), (c), (m), or (o)
and the regulations thereunder for purposes of eligibility and vesting. Hours of Service shall also be credited for any individual
who is considered an employee for purposes of this Plan pursuant to Code Section 414(n) or (o) and the regulations thereunder.


 


Solely for purposes of determining
whether a one-year break in service has occurred for eligibility or vesting purposes, during a Parental Absence an Employee shall
be credited with the Hours of Service which would otherwise have been credited to the Employee but for such absence, or in any
case in which such hours cannot be determined, eight Hours of Service per day of such absence. The Hours of Service credited under
this paragraph shall be credited in the computation period in which the absence begins if the crediting is necessary to prevent
a break in service in that period; or in all other cases, in the following computation period.


 


Inactive Participant means
a former Active Participant who has an Account. See the INACTIVE PARTICIPANT SECTION of Article II.


 


Insurer means Principal
Life Insurance Company or the insurance company or companies named by (i) the Primary Employer or (ii) the Trustee in its discretion
or as directed under the Trust Agreement.


 




    	13



    	 



    

 


Investment Fund means
the total of Plan assets, excluding the guaranteed benefit policy portion of any Annuity Contract. All or a portion of these assets
may be held under, or invested pursuant to, the terms of a Trust Agreement.


 


The Investment Fund shall be
valued at current fair market value as of the Valuation Date. The valuation shall take into consideration investment earnings credited,
expenses charged, payments made, and changes in the values of the assets held in the Investment Fund.


 


The Investment Fund shall be
allocated at all times to Participants, except as otherwise expressly provided in the Plan. The Account of a Participant shall
be credited with its share of the gains and losses of the Investment Fund. The part of a Participant’s Account invested in
a funding arrangement that establishes one or more accounts or investment vehicles for such Participant thereunder shall be credited
with the gain or loss from such accounts or investment vehicles. The part of a Participant’s Account invested in other funding
arrangements shall be credited with a proportionate share of the gain or loss of such investments. The share shall be determined
by multiplying the gain or loss of the investment by the ratio of the part of the Participant’s Account invested in such
funding arrangement to the total of the Investment Fund invested in such funding arrangement.


 


Investment Manager means
any fiduciary (other than a trustee or Named Fiduciary)


 


		(a)	who has the power to manage, acquire, or dispose of any assets of the Plan;



 


		(b)	who (i) is registered as an investment adviser under the Investment Advisers Act of 1940; (ii)
is not registered as an investment adviser under such Act by reason of paragraph (1) of section 203A(a) of such Act, is registered
as an investment adviser under the laws of the state (referred to in such paragraph (1)) in which it maintains its principal office
and place of business, and, at the time it last filed the registration form most recently filed by it with such state in order
to maintain its registration under the laws of such state, also filed a copy of such form with the Secretary of Labor; (iii) is
a bank, as defined in that Act; or (iv) is an insurance company qualified to perform services described in subparagraph (a) above
under the laws of more than one state; and



 


		(c)	who has acknowledged in writing being a fiduciary with respect to the Plan.





 


Late Retirement Date means
the first day of any month that is after a Participant’s Normal Retirement Date and on which retirement benefits begin. If
a Participant continues to work for the Employer after his Normal Retirement Date, his Late Retirement Date shall be the earliest
first day of the month following the date he has a Severance from Employment. In modification of the foregoing, a Participant may
elect to begin his retirement benefits before he has a Severance from Employment. A later Retirement Date (after a Severance from
Employment) may apply if the Participant so elects. See the WHEN BENEFITS START SECTION of Article V.


 




    	14



    	 



    

 





Leased Employee means
any person (other than an employee of the recipient) who, pursuant to an agreement between the recipient and any other person (“leasing
organization”), has performed services for the recipient (or for the recipient and related persons determined in accordance
with Code Section 414(n)(6)) on a substantially full time basis for a period of at least one year, and such services are performed
under primary direction or control by the recipient. Contributions or benefits provided by the leasing organization to a Leased
Employee, which are attributable to service performed for the recipient employer, shall be treated as provided by the recipient
employer.


 


A Leased Employee shall not be
considered an employee of the recipient if:


 


		(a)	such employee is covered by a money purchase pension plan providing (i) a nonintegrated employer
contribution rate of at least 10 percent of compensation, as defined in Code Section 415(c)(3), (ii) immediate participation, and
(iii) full and immediate vesting, and



 


		(b)	Leased Employees do not constitute more than 20 percent of the recipient’s nonhighly compensated
work force.



 


Loan Administrator means
the person(s) or position(s) authorized to administer the Participant loan program.


 


The Loan Administrator is the
Benefits Officer.


 


Mandatory Distribution means
a distribution to a Participant that is made without the Participant’s consent and is made to the Participant before he attains
the older of age 62 or his Normal Retirement Age.


 


Matching Contributions means
Employer Contributions that are contingent on a Participant’s Elective Deferral Contributions. See the EMPLOYER CONTRIBUTIONS
SECTION of Article III.


 


Monthly Date means each
Yearly Date and the same day of each following month during the Plan Year beginning on such Yearly Date.


 


Named Fiduciary means
the person or persons who have authority to control and manage the operation and administration of the Plan.


 


The Named Fiduciary is the Employer.


 


Net Profits means the
Employer’s current or accumulated net earnings, determined according to generally accepted accounting practices, before any
Contributions made by the Employer under this Plan and before any deduction for Federal or state income tax, dividends on the Employer’s
stock, and capital gains or losses.


 


Nonhighly Compensated Employee
means an Employee of the Employer who is not a Highly Compensated Employee.


 




    	15



    	 



    

 


Normal Retirement Age means
the age at which the Participant’s Account becomes nonforfeitable if he is an Employee. A Participant’s Normal Retirement
Age is 65.


 


Normal Retirement Date means
the earliest first day of the month following the date the Participant reaches his Normal Retirement Age. Unless otherwise provided
in this Plan, a Participant’s retirement benefits shall begin on his Normal Retirement Date if he has had a Severance from
Employment on such date. Even if the Participant is an Employee on his Normal Retirement Date, he may choose to have his retirement
benefit begin on such date.


 


Parental Absence means
an Employee’s absence from work:


 


		(a)	by reason of pregnancy of the Employee,



 


		(b)	by reason of birth of a child of the Employee,



 


		(c)	by reason of the placement of a child with the Employee in connection with adoption of such child
by such Employee, or



 


		(d)	for purposes of caring for such child for a period beginning immediately following such birth or
placement.



 


Participant means either
an Active Participant or an Inactive Participant.


 


Period of Military Duty means,
for an Employee


 


		(a)	who served as a member of the armed forces of the United States, and



 


		(b)	who was reemployed by the Employer at a time when the Employee had a right to reemployment in accordance
with seniority rights as protected under Chapter 43 of Title 38 of the U.S. Code, the period of time from the date
the Employee was first absent from active work for the Employer because of such military duty to the date the Employee was reemployed.









 


Period of Service means
a period of time beginning on an Employee’s Employment Commencement Date (or reemployment commencement date, if applicable)
and ending on his Severance Date. For purposes of this definition, reemployment commencement date means the date an Employee first
performs an Hour of Service following a one-year Period of Severance.


 


Period of Severance means
a period of time beginning on an Employee’s Severance Date and ending on the date he again performs an Hour of Service.


 


A one-year Period of Severance
means a Period of Severance of 12 consecutive months.


 




    	16



    	 



    

 


Solely for purposes of determining
whether a one-year Period of Severance has occurred for eligibility or vesting purposes, the consecutive 12-month period beginning
on the first anniversary of the first date of a Parental Absence shall not be a one-year Period of Severance.


 


Plan means the 401(k)
plan of the Employer set forth in this document, including any later amendments to it.


 


Plan Administrator means
the person or persons who administer the Plan.


 


The Plan Administrator is the
Primary Employer.


 


Plan Fund means the total
of the Investment Fund and the guaranteed benefit policy portion of any Annuity Contract. The Investment Fund shall be valued as
stated in its definition. The guaranteed benefit policy portion of any Annuity Contract shall be determined in accordance with
the terms of the Annuity Contract and, to the extent that such Annuity Contract allocates contract values to Participants, allocated
to Participants in accordance with its terms. The total value of all amounts held under the Plan Fund shall equal the value of
the aggregate Participants’ Accounts under the Plan.


 


Plan Year means a consecutive
12-month period beginning on a Yearly Date and ending on the day before the next Yearly Date. If the Yearly Date changes, the change
will result in a short Plan Year.


 


Plan-year Quarter means
a period beginning on a Quarterly Date and ending on the day before the next Quarterly Date.


 


Predecessor Employer means,
except for purposes of the CONTRIBUTION LIMITATION SECTION of Article III, a firm of which the Employer was once a part (e.g.,
due to a spinoff or change of corporate status) or a firm absorbed by the Employer because of a merger or acquisition (stock or
asset, including a division or an operation of such company).


 


Pre-tax Elective Deferral
Contributions means a Participant’s Elective Deferral Contributions that are not includible in the Participant’s
gross income at the time deferred.


 


Primary Beneficiary means
an individual who is named as a Beneficiary under the Plan and has an unconditional right to all or a portion of the Participant’s
Account balance under the Plan upon the death of the Participant.


 


Primary Employer means
Sandy Spring Bancorp, Inc.


 


Qualified Matching Contributions
means Matching Contributions that are 100% vested when made to the Plan and that are distributable only in accordance with
the distribution provisions applicable to Elective Deferral Contributions, to the extent Qualified Matching Contributions can be
distributed under such distribution provision. See the EMPLOYER CONTRIBUTIONS SECTION of Article III.


 




    	17



    	 



    

 


Qualified Military Service
means any service in the uniformed services (as defined in Chapter 43 of Title 38 of the U.S. Code) by any individual if such
individual is entitled to reemployment rights under such chapter with respect to such service.


 


Qualified Nonelective Contributions
means Employer Contributions (other than Elective Deferral Contributions and Qualified Matching Contributions) that are 100%
vested when made to the Plan and that are distributable only in accordance with the distribution provisions applicable to Elective
Deferral Contributions, to the extent Qualified Nonelective Contributions can be distributed under such distribution provision.
See the EMPLOYER CONTRIBUTIONS SECTION of Article III.


 


Qualified Reservist Distribution
means any distribution to an individual if: (i) such distribution is from an individual retirement plan, or from amounts attributable
to employer contributions made pursuant to elective deferrals described in Code Section 402(g)(3)(A) or (C) or Code Section 501(c)(18)(D)(iii);
(ii) such individual was (by reason of being a member of a reserve component (as defined in Section 101 of Title 37 of the U.S.
Code)) ordered or called to active duty after September 11, 2001 for a period in excess of 179 days or for an indefinite period;
and (iii) such distribution is made during the period beginning on the date of such order or call and ending at the close of the
active duty period.


 


Qualifying Employer Securities
means any security which is issued by the Employer or any Controlled Group member and which meets the requirements of Code
Section 409(l) and ERISA Section 407(d)(5). This shall also include any securities that satisfied the requirements of the definition
when these securities were assigned to the Plan.


 


Qualifying Employer Securities
Fund means that part of the assets of the Trust Fund that are designated to be held primarily or exclusively in Qualifying
Employer Securities for the purpose of providing benefits for Participants.


 


Quarterly Date means each
Yearly Date and the third, sixth, and ninth Monthly Date after each Yearly Date that is within the same Plan Year.


 


Reentry Date means the
date a former Active Participant reenters the Plan. See the ACTIVE PARTICIPANT SECTION of Article II.


 


Retirement Date means
the date a retirement benefit will begin and is a Participant’s Normal or Late Retirement Date, as the case may be.


 


Rollover Contributions means
the Rollover Contributions that are made by an Eligible Employee or an Inactive Participant according to the provisions of the
ROLLOVER CONTRIBUTIONS SECTION of Article III.


 




    	18



    	 



    

 


Roth Elective Deferral Contributions
means a Participant’s Elective Deferral Contributions that are not excludible from the Participant’s gross income
at the time deferred and have been irrevocably designated as Roth Elective Deferral Contributions by the Participant in his Elective
Deferral Agreement. Whether an Elective Deferral Contribution is not excludible from a Participant’s gross income will be
determined in accordance with section 1.401(k)-1(f)(2) of the regulations. In the case of a Self-employed Individual, an Elective
Deferral Contribution is not excludible from gross income only if the individual does not claim a deduction for such amount.


 


Self-employed Individual means,
with respect to any taxable year, an individual who has Earned Income for the taxable year (or who would have Earned Income but
for the fact the trade or business for which this Plan is established did not have net profits for such taxable year).


 


Severance Date means the
earlier of:


 


		(a)	the date on which an Employee quits, retires, dies, or is discharged, or



 


		(b)	the first anniversary of the date an Employee begins a one-year absence from service (with or without
pay). This absence may be the result of any combination of vacation, holiday, sickness, disability, leave of absence, or layoff.



 


Solely to determine whether a
one-year Period of Severance has occurred for eligibility or vesting purposes for an Employee who is absent from service beyond
the first anniversary of the first day of a Parental Absence, Severance Date is the second anniversary of the first day of the
Parental Absence. The period between the first and second anniversaries of the first day of the Parental Absence is not a Period
of Service and is not a Period of Severance.


 


Severance from Employment
means, except for purposes of the CONTRIBUTION LIMITATION SECTION of Article III, an Employee has ceased to be an Employee.
An Employee does not have a severance from employment if, in connection with a change of employment, the Employee’s new employer
maintains the Plan with respect to the Employee. The Plan Administrator shall determine if a Severance from Employment has occurred
in accordance with the regulations that are applicable to such determination.


 


Trust Agreement means
an agreement or agreements of trust between the Primary Employer and Trustee established for the purpose of holding and distributing
the Trust Fund under the provisions of the Plan. The Trust Agreement may provide for the investment of all or any portion of the
Trust Fund in the Annuity Contract or any other investment arrangement.


 


Trust Fund means the total
funds held under an applicable Trust Agreement. The term Trust Fund when used within a Trust Agreement shall mean only the funds
held under that Trust Agreement.


 


Trustee means the party
or parties named in the applicable Trust Agreement.


 




    	19



    	 



    

 


Valuation Date means the
date on which the value of the assets of the Investment Fund is determined. The value of each Account that is maintained under
this Plan shall be determined on the Valuation Date. In each Plan Year, the Valuation Date shall be the last day of the Plan Year.
At the discretion of the Plan Administrator, Trustee, or Insurer (whichever applies) and in a nondiscriminatory manner, assets
of the Investment Fund may be valued more frequently. These dates shall also be Valuation Dates.


 


Vested Account means the
vested part of a Participant’s Account. All Contributions are 100% vested when made, therefore the Participant’s Vested
Account is equal to his Account.


 


Yearly Date means January
1, 1982, and the same day of each following year.


 


Years of Service means
an Employee’s Period of Service. Years of Service shall be measured from his Employment Commencement Date to his most recent
Severance Date. Years of Service shall be reduced by any Period of Severance that occurred prior to his most recent Severance Date,
unless such Period of Severance is included under the service spanning rule below. This period of Years of Service shall be expressed
as years and fractional parts of a year (to four decimal places) on the basis that 365 days equal one year.


 


However, Years of Service is
modified as follows:


 


Period of Military Duty included:


 


A Period of Military Duty shall
be included as service with the Employer to the extent it has not already been credited.


 


Period of Severance included
(service spanning rule):


 


A Period of Severance shall be
deemed to be a Period of Service under either of the following conditions:


 


		(a)	the Period of Severance immediately follows a period during which an Employee is not absent from
work and ends within 12 months; or



 


		(b)	the Period of Severance immediately follows a period during which an Employee is absent from work
for any reason other than quitting, being discharged, or retiring (such as a leave of absence or layoff) and ends within 12 months
of the date he was first absent.



 


Controlled Group service included:


 


An Employee’s service with a member
firm of a Controlled Group while both that firm and the Employer were members of the Controlled Group shall be included as service
with the Employer.


 






    	20



    	 



    

 


ARTICLE
II


 


PARTICIPATION


 


SECTION
2.01—ACTIVE PARTICIPANT.


 


		(a)	An Employee shall first become an Active Participant (begin active participation in the Plan) on
the earliest date on which he is an Eligible Employee and has met both of the eligibility requirements set forth below. This date
is his Entry Date.



 


		(1)	He has completed three months of Eligibility Service before his Entry Date.



 


		(2)	He is age 18 or older.



 


If the Plan’s eligibility
requirements are changed, an Employee who was an Active Participant immediately prior to the effective date of the change is deemed
to satisfy the new requirements and his Entry Date shall not change.


 


Each Employee who was an Active
Participant on the day before the effective date of this restatement (as determined in the Introduction) shall continue to be an
Active Participant if he is still an Eligible Employee on such restatement effective date and his Entry Date shall not change.


 


If service with a Predecessor
Employer is counted for purposes of Eligibility Service, an Employee shall be credited with such service on the date he becomes
an Employee and shall become an Active Participant on the Entry Date defined above on which he is an Eligible Employee and has
met all of the eligibility requirements above. This date is his Entry Date.


 


In the event an Employee who is
not an Eligible Employee becomes an Eligible Employee, he shall become an Active Participant immediately if he has satisfied the
eligibility requirements above and would have otherwise previously become an Active Participant had he met the definition of Eligible
Employee. This date is his Entry Date.


 


		(b)	An Inactive Participant shall again become an Active Participant (resume active participation in
the Plan) on the date he again performs an Hour of Service as an Eligible Employee. This date is his Reentry Date.



 


Upon again becoming an Active
Participant, he shall cease to be an Inactive Participant.


 


		(c)	A former Participant shall again become an Active Participant (resume active participation in the
Plan) on the date he again performs an Hour of Service as an Eligible Employee. This date is his Reentry Date.



 




    	21



    	 



    

 


There shall be no
duplication of benefits for a Participant because of more than one period as an Active Participant.


 


SECTION
2.02—INACTIVE PARTICIPANT.


 


An Active Participant
shall become an Inactive Participant on the earlier of the following:


 


		(a)	the date the Participant ceases to be an Eligible Employee, or



 


		(b)	the effective date of complete termination of the Plan under Article VIII.



 


An Employee or former
Employee who was an Inactive Participant on the day before the effective date of this restatement (as determined in the Introduction)
shall continue to be an Inactive Participant on such restatement effective date. Eligibility for any benefits payable to the Participant
or on his behalf and the amount of the benefits shall be determined according to the provisions of the prior document, unless otherwise
stated in this document or any subsequent documents.


 


SECTION
2.03—CESSATION OF PARTICIPATION.


 


A Participant shall
cease to be a Participant on the date he is no longer an Eligible Employee and his Account is zero.


 


SECTION
2.04—ADOPTING EMPLOYERS - SINGLE PLAN.


 


Each of the Controlled
Group members listed below is an Adopting Employer. Each Adopting Employer listed below participates with the Employer in this
Plan. An Adopting Employer’s agreement to participate in this Plan shall be in writing.


 


The Employer has the
right to amend the Plan. An Adopting Employer does not have the right to amend the Plan.


 


If the Adopting Employer
did not maintain the Plan before its date of adoption specified below, its date of adoption shall be the Entry Date for any of
its Employees who have met the requirements in the ACTIVE PARTICIPANT SECTION of this article as of that date. Service with and
Compensation from an Adopting Employer shall be included as service with and Compensation from the Employer. Transfer of employment,
without interruption, between an Adopting Employer and another Adopting Employer or the Employer shall not be considered an interruption
of service.


 


Contributions made
by an Adopting Employer shall be treated as Contributions made by the Employer. Forfeitures arising from those Contributions shall
be used for the benefit of all Participants.


 


An employer shall not
be an Adopting Employer if it ceases to be a Controlled Group member. Such an employer may continue a retirement plan for its Employees
in the form of a separate document. This Plan shall be amended to delete a former Adopting Employer from the list below.


 




    	22



    	 



    

 


If (i) an employer
ceases to be an Adopting Employer or the Plan is amended to delete an Adopting Employer and (ii) the Adopting Employer does not
continue a retirement plan for the benefit of its Employees, partial termination may result and the provisions of Article VIII
shall apply.


 


ADOPTING EMPLOYERS


 


	NAME	DATE OF ADOPTION
	 	 
	Sandy Spring Bank	January 1, 1982
	 	 
	Sandy Spring Insurance Corp.	December 7, 2001
	 	 
	West Financial Services, Inc.	October 3, 2005


 




    	23



    	 



    

 


ARTICLE
III


 


CONTRIBUTIONS


 


SECTION
3.01—EMPLOYER CONTRIBUTIONS.


 


Employer Contributions
shall be made without regard to Net Profits. Notwithstanding the foregoing, the Plan shall continue to be designed to qualify as
a profit sharing plan for purposes of Code Sections 401(a), 402, 412, and 417. Such Contributions shall be equal to the Employer
Contributions as described below:


 


		(a)	The amount of each Elective Deferral Contribution for a Participant shall be equal to a portion
of Compensation as specified in an Elective Deferral Agreement. Such Elective Deferral Contribution shall not be made before the
later of (i) the adoption or effective date of the cash or deferred arrangement (CODA) or (ii) the date the Participant signs the
Elective Deferral Agreement. An Employee who is eligible to participate in the Plan for purposes of Elective Deferral Contributions
may file an Elective Deferral Agreement with the Employer. The Participant shall modify or terminate an Elective Deferral Agreement
by filing a new Elective Deferral Agreement. An Elective Deferral Agreement shall remain in effect until modified or terminated
by a Participant.



 


An Elective Deferral Agreement
to start or modify Elective Deferral Contributions shall be effective as soon as administratively feasible on or after the Participant’s
Entry Date (Reentry Date, if applicable) or any following date. An Elective Deferral Agreement must be entered into on or before
the date it is effective.


 


An Elective Deferral Agreement
to stop Elective Deferral Contributions may be entered into on any date. Such Elective Deferral Agreement shall be effective as
soon as administratively feasible following the date on which the Elective Deferral Agreement is entered into.


 


Elective Deferral Contributions
made pursuant to an Elective Deferral Agreement shall not be made earlier than the date (i) the Participant performs the services
that relate to such Elective Deferral Contributions or (ii) the Compensation used to calculate such Elective Deferral Contributions
would be payable to the Participant if not contributed to the Plan.


 


A Participant who is age 50 or
older by the end of the taxable year shall be eligible to make Catch-up Contributions.


 


A Participant may elect to designate
all or any portion of his future Elective Deferral Contributions as Roth Elective Deferral Contributions.


 




    	24



    	 



    

 


No Participant shall be permitted
to have Elective Deferral Contributions, as defined in the EXCESS AMOUNTS SECTION of this article, made under this Plan, or any
other plan, contract, or arrangement maintained by the Employer, during any calendar year, in excess of the dollar limitation contained
in Code Section 402(g) in effect for the Participant’s taxable year beginning in such calendar year. The dollar limitation
in the preceding sentence shall be increased by the dollar limit on Catch-up Contributions under Code Section 414(v)(2)(B)(i) for
the taxable year for any Participant who will be age 50 or older by the end of the taxable year.


 


The dollar limitation contained
in Code Section 402(g) was $15,000 for taxable years beginning in 2006. After 2006, the $15,000 limit is adjusted by the Secretary
of the Treasury for cost-of-living increases under Code Section 402(g)(4). Any such adjustments will be in multiples of $500.


 


Catch-up Contributions for a Participant
for a taxable year may not exceed the dollar limit on Catch-up Contributions under Code Section 414(v)(2)(B)(i) for the taxable
year. The dollar limit on Catch-up Contributions under Code Section 414(v)(2)(B)(i) was $5,000 for taxable years beginning in 2006.
After 2006, the $5,000 limit is adjusted by the Secretary of the Treasury for cost-of-living increases under Code Section 414(v)(2)(C).
Any such adjustments will be in multiples of $500.


 


Elective Deferral Contributions
are 100% vested and nonforfeitable.


 


		(b)	Matching Contributions.



 


		(1)	The Employer shall make Matching Contributions in an amount equal to 100% of Elective Deferral
Contributions that are not over 3% of Compensation, plus 50% of Elective Deferral Contributions that are over 3% of Compensation
but are not over 5% of Compensation.



 


Matching Contributions are calculated
based on Elective Deferral Contributions and Compensation for the payroll period. Matching Contributions shall be made for all
persons who were Active Participants at any time during that payroll period.


 


		(2)	The Employer may make additional Matching Contributions if the total Matching Contributions determined
for the specified period above are less than the Matching Contributions calculated based on the Participant’s Elective Deferral
Contributions and Compensation for the Plan Year (excluding Elective Deferral Contributions and Compensation for any portion of
the Plan Year in which an Employee is not an Active Participant).



 


Total Matching Contributions
for the Plan Year shall be based on a two step tiered formula like the one used in (1) above and shall be calculated based on Elective
Deferral Contributions and Compensation for the Plan Year, excluding Elective Deferral Contributions and Compensation for any portion
of the Plan Year in which an Employee is not an Active Participant. The percentages (both the rate of match and the level of Elective
Deferral Contributions matched) shall be determined by the Employer. The percentages in the formula must be equal to or greater
than the percentages specified in the formula in (1) above.


 




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The amount of additional Matching
Contributions, if any, shall be determined by subtracting the Matching Contributions determined in (1) above for the Plan Year
from total Matching Contributions for the Plan Year.


 


The additional discretionary
Matching Contribution for a Participant will not exceed 4% of his Compensation for the Plan Year.


 


Additional Matching Contributions,
if any, shall be made for all persons who were Active Participants at any time during the Plan Year.


 


Elective Deferral Contributions
that are Catch-up Contributions shall be matched.


 


Matching Contributions made prior
to January 1, 2006, are 100% vested. However, Matching Contributions made on or after January 1, 2006, are Qualified Matching Contributions
and are 100% vested when made.


 


		(c)	Discretionary Qualified Nonelective Contributions may be made for each Plan Year in an amount determined
by the Employer to be used to reduce Excess Aggregate Contributions and Excess Contributions, as defined in the EXCESS AMOUNTS
SECTION of this article. If the Plan is treated as separate plans because it is mandatorily disaggregated under the regulations
of Code Section 401(k), a separate Qualified Nonelective Contribution may be determined for each separate plan.



 


Qualified Nonelective Contributions
are 100% vested when made.


 


		(d)	Discretionary Contributions may be made for each Plan Year in an amount determined by the Employer.



 


Employees of West Financial Services,
Inc. are not eligible to receive a Discretionary Contribution.


 


Discretionary Contributions are
100% vested when made.


 


Employer Contributions
are allocated according to the provisions of the ALLOCATION SECTION of this article.


 




    	26



    	 



    

 


The Employer may make
all or a part of an annual Employer Contribution before the end of the Plan Year. An annual Employer Contribution is an Employer
Contribution that is either (i) allocated as of the last day of the Plan Year or (ii) is based on Annual Compensation. Such Contributions
that are made for or allocated to each person who was an Active Participant at any time during the Plan Year shall be allocated
when made in a manner that approximates the allocation that would otherwise have been made as of the last day of the Plan Year.
Succeeding allocations shall take into account amounts previously allocated for the Plan Year. The percentage of the Employer Contribution
allocated to the Participant for the Plan Year shall be the same percentage that would have been allocated to him if the entire
allocation had been made as of the last day of the Plan Year. Excess allocations shall be forfeited and reallocated as necessary
to provide the percentage applicable to each Participant. Any other annual Employer Contributions made before the end of the Plan
Year shall be held unallocated until the last day of the Plan Year. Then, as of the last day of the Plan Year, the advance Contributions
shall be allocated according to the provisions of the ALLOCATION SECTION of this article.


 


A portion of the Plan
assets resulting from Employer Contributions (but not more than the original amount of those Contributions) may be returned if
the Employer Contributions are made because of a mistake of fact or are more than the amount deductible under Code Section 404
(excluding any amount which is not deductible because the Plan is disqualified). The amount involved must be returned to the Employer
within one year after the date the Employer Contributions are made by mistake of fact or the date the deduction is disallowed,
whichever applies. Except as provided under this paragraph and in Articles VIII and X, the assets of the Plan shall never be used
for the benefit of the Employer and are held for the exclusive purpose of providing benefits to Participants and their Beneficiaries
and for defraying reasonable expenses of administering the Plan.


 


SECTION
3.02—ROLLOVER CONTRIBUTIONS.


 


A Rollover Contribution may be made by
an Eligible Employee or an Inactive Participant if the following conditions are met:


 


		(a)	The Contribution is a Participant Rollover Contribution or a direct rollover of an Eligible Rollover
Distribution made from the types of plans and types of contributions specified below.



 


Direct Rollovers.
The Plan will accept a direct rollover of an Eligible Rollover Distribution from:


 


		(i)	A qualified plan described in Code Section 401(a) or 403(a), excluding after-tax employee contributions
and excluding any portion of a designated Roth account.



 


		(ii)	An annuity contract described in Code Section 403(b), excluding after-tax employee contributions
and excluding any portion of a designated Roth account.



 


		(iii)	An eligible plan under Code Section 457(b) which is maintained by a state, political subdivision
of a state, or any agency or instrumentality of a state or political subdivision of a state, excluding any portion of a designated
Roth account.





 


Participant Rollover Contributions
from Other Plans. The Plan will accept a Participant contribution of an Eligible Rollover Distribution from:


 




    	27



    	 



    

 





		(i)	A qualified plan described in Code Section 401(a) or 403(a), excluding after-tax employee contributions
and excluding distributions of a designated Roth account.



 


		(ii)	An annuity contract described in Code Section 403(b), excluding after-tax employee contributions
and excluding distributions of a designated Roth account.



 


		(iii)	An eligible plan under Code Section 457(b) which is maintained by a state, political subdivision
of a state, or any agency or instrumentality of a state or political subdivision of a state, excluding distributions of a designated
Roth account.





 


Participant Rollover Contributions
from IRAs. The Plan will accept a Participant Rollover Contribution of the portion of a distribution from an individual retirement
account or individual retirement annuity described in Code Section 408(a) or (b) that is eligible to be rolled over and would otherwise
be includible in the Participant’s gross income.


 


		(b)	The Contribution is of amounts that the Code permits to be transferred to a plan that meets the
requirements of Code Section 401(a).



 


		(c)	The Contribution is made in the form of a direct rollover under Code Section 401(a)(31) or is a
rollover made under Code Section 402(c) or 408(d)(3)(A) within 60 days after an Eligible Employee or Inactive Participant receives
the distribution.



 


		(d)	The Eligible Employee or Inactive Participant furnishes evidence satisfactory to the Plan Administrator
that the proposed rollover meets conditions (a), (b), and (c) above.



 


		(e)	In the case of an Inactive Participant, the Contribution must be of an amount distributed from
another plan of the Employer or a plan of a Controlled Group member.



 


A Rollover Contribution
shall be allowed in cash only and must be made according to procedures set up by the Plan Administrator.


 


If the Eligible Employee
is not an Active Participant when the Rollover Contribution is made, he shall be deemed to be an Active Participant only for the
purpose of investment and distribution of the Rollover Contribution. Employer Contributions shall not be made for or allocated
to the Eligible Employee until the time he meets all of the requirements to become an Active Participant.


 


Rollover Contributions
made by an Eligible Employee or Inactive Participant shall be credited to his Account. The part of the Participant’s Account
resulting from Rollover Contributions is 100% vested and nonforfeitable at all times. A separate accounting record shall be maintained
for that part of his Rollover Contributions consisting of voluntary contributions which were deducted from the Participant’s
gross income for Federal income tax purposes.


 




    	28



    	 



    

 


SECTION
3.03—FORFEITURES.


 


A Forfeiture shall
occur as provided in the EXCESS AMOUNTS SECTION of this article.


 


Forfeitures shall be
determined at least once during each Plan Year. Forfeitures may first be used to pay administrative expenses. Forfeitures of Matching
Contributions that relate to excess amounts as provided in the EXCESS AMOUNTS SECTION of this article, that have not been used
to pay administrative expenses, shall be applied to reduce Employer Contributions made after the Forfeitures are determined. Notwithstanding
the preceding sentence, Forfeitures shall not be used to reduce Elective Deferral Contributions, Qualified Matching Contributions,
and Qualified Nonelective Contributions. Upon their application to reduce Employer Contributions, Forfeitures shall be deemed to
be Employer Contributions.


 


SECTION
3.04—ALLOCATION.


 


A person meets the
allocation requirements of this section if he is an Active Participant on the last day of the Plan Year.


 


Elective Deferral Contributions
shall be allocated to the Participants for whom such Contributions are made under the EMPLOYER CONTRIBUTIONS SECTION of this article.
Such Contributions shall be allocated when made and credited to the Participant’s Account.


 


Matching Contributions
shall be allocated to the persons for whom such Contributions are made under the EMPLOYER CONTRIBUTIONS SECTION of this article.
Such Contributions calculated based on Elective Deferral Contributions and Compensation for the payroll period shall be allocated
when made and credited to the person’s Account. Such Contributions calculated based on Elective Deferral Contributions and
Compensation for the Plan Year shall be allocated as of the last day of the Plan Year and shall be credited to the person’s
Account.


 


The discretionary Qualified
Nonelective Contributions to be used to reduce excess amounts, as described in the EMPLOYER CONTRIBUTIONS SECTION of this article,
shall be allocated as of the last day of the Plan Year only to Nonhighly Compensated Employees who meet the allocation requirements
of this section. Such Contributions (or separate Contributions) shall be allocated under one of the following methods, as determined
by the Employer for the Plan Year:


 


Bottom up Method. Qualified Nonelective
Contributions shall be allocated first to the eligible person under the Plan (or separate plan) with the lowest Annual Compensation
for the Plan Year, then to the eligible person under the Plan (or separate plan) with the next lowest Annual Compensation, and
so forth. The amount of such Contributions shall be limited in each case to 5% of the eligible person’s Compensation used
for purposes of the ADP Test. This amount shall be credited to the person’s Account.


 




    	29



    	 



    

 


Same Percentage of Compensation.
The amount of the Qualified Nonelective Contribution allocated to each such person shall be equal to the Qualified Nonelective
Contribution multiplied by the ratio of such person’s Annual Compensation to the total Annual Compensation for all such persons,
subject to the applicable limits of the CONTRIBUTION LIMITATION SECTION of this article. This amount shall be credited to the person’s
Account.


 


Same Dollar Amount. The amount of
the Qualified Nonelective Contribution allocated to each such person shall be the same dollar amount, subject to the applicable
limits of the CONTRIBUTION LIMITATION SECTION of this article. This amount shall be credited to the person’s Account.


 


Discretionary Contributions
shall be allocated as of the last day of the Plan Year, using Annual Compensation for the Plan Year. In years in which the Plan
is a Top-heavy Plan, as defined in the DEFINITIONS SECTION of Article XI, and the minimum contribution under the MODIFICATION OF
CONTRIBUTIONS SECTION of Article XI is not being provided by other contributions to this Plan or another plan of the Employer,
the allocation shall be made to each person meeting the allocation requirements of this section and each person entitled to a minimum
contribution under the MODIFICATION OF CONTRIBUTIONS SECTION of Article XI. In all other years, the allocation shall be made to
each person meeting the allocation requirements of this section. The amount allocated shall be equal to the Discretionary Contributions
multiplied by the ratio of such person’s Annual Compensation to the total Annual Compensation for all such persons. The allocation
for any person who does not meet the allocation requirements of this section shall be limited to the amount necessary to fund the
minimum contribution.


 


In years in which the
Plan is a Top-heavy Plan, the minimum contribution under the MODIFICATION OF CONTRIBUTIONS SECTION of Article XI is not being provided
by other contributions to this Plan or another plan of the Employer, and the allocation described above (or any subsequent allocation
described below) would provide an allocation for any person less than the minimum contribution required for such person in the
MODIFICATION OF CONTRIBUTIONS SECTION of Article XI, such minimum contribution shall first be allocated to all such persons. Then
any amount remaining shall be allocated to the remaining persons sharing in the allocation based on Annual Compensation as described
above, as if they were the only persons sharing in the allocation for the Plan Year.


 


This amount shall be
credited to the person’s Account.


 


If Leased Employees
are Eligible Employees, in determining the amount of Employer Contributions allocated to a person who is a Leased Employee, contributions
provided by the leasing organization that are attributable to services such Leased Employee performs for the Employer shall be
treated as provided by the Employer. Those contributions shall not be duplicated under this Plan.


 




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SECTION
3.05—CONTRIBUTION LIMITATION.


 


Contributions to
the Plan shall be limited in accordance with Code Section 415 and the regulations thereunder. The limitations of this section shall
apply to Limitation Years beginning on or after July 1, 2007, except as otherwise provided herein.


 


		(a)	Definitions. For the purpose of determining the contribution limitation set forth in this
section, the following terms are defined.



 


Annual Additions means
the sum of the following amounts credited to a Participant’s account for the Limitation Year:


 


		(1)	employer contributions;



 


		(2)	employee contributions; and



 


		(3)	forfeitures.



 


Annual Additions to a defined
contribution plan, as defined in section 1.415(c)-1(a)(2)(i) of the regulations, shall also include the following:


 


		(4)	mandatory employee contributions, as defined in Code Section 411(c)(2)(C) and section 1.411(c)-1(c)(4)
of the regulations, to a defined benefit plan;



 


		(5)	contributions allocated to any individual medical benefit account, as defined in Code Section 415(l)(2),
which is part of a pension or annuity plan maintained by the Employer;



 


		(6)	amounts attributable to post-retirement medical benefits, allocated to the separate account of
a key employee, as defined in Code Section 419A(d)(3), under a welfare benefit fund, as defined in Code Section 419(e), maintained
by the Employer; and



 


		(7)	annual additions under an annuity contract described in Code Section 403(b).



 


Compensation means wages,
salaries, Differential Wage Payments, and fees for professional services and other amounts received (without regard to whether
or not an amount is paid in cash) for personal services actually rendered in the course of employment with the Employer maintaining
the plan to the extent that the amounts are includible in gross income (including, but not limited to, commissions paid to salespersons,
compensation for services on the basis of a percentage of profits, commissions on insurance premiums, tips, bonuses, fringe benefits,
and reimbursements or other expense allowances under a nonaccountable plan (as described in section 1.62-2(c) of the regulations)),
and excluding the following:


 




    	31



    	 



    

 


		(1)	employer contributions (other than elective contributions described in Code Section 402(e)(3),
408(k)(6), 408(p)(2)(A)(i), or 457(b)) to a plan of deferred compensation (including a simplified employee pension described in
Code Section 408(k) or a simple retirement account described in Code Section 408(p), and whether or not qualified) to the extent
such contributions are not includible in the employee’s gross income for the taxable year in which contributed, and any distributions
(whether or not includible in gross income when distributed) from a plan of deferred compensation (whether or not qualified);



 


		(2)	amounts realized from the exercise of a nonstatutory stock option (that is, an option other than
a statutory stock option as defined in section 1.421-1(b) of the regulations), or when restricted stock (or property) held by the
employee either becomes freely transferable or is no longer subject to a substantial risk of forfeiture;



 


		(3)	amounts realized from the sale, exchange or other disposition of stock acquired under a statutory
stock option;



 


		(4)	other amounts that receive special tax benefits, such as premiums for group-term life insurance
(but only to the extent that the premiums are not includible in the gross income of the employee and are not salary reduction amounts
that are described in Code Section 125); and



 


		(5)	other items of remuneration that are similar to any of the items listed in (1) through (4) above.



 


For any Self-employed Individual,
Compensation shall mean Earned Income.


 


Except as provided herein, Compensation
for a Limitation Year is the Compensation actually paid or made available (or if earlier, includible in gross income) during such
Limitation Year.


 


Compensation for a Limitation
Year shall also include Compensation paid by the later of 2 1/2 months after an employee’s Severance from Employment with
the Employer maintaining the plan or the end of the Limitation Year that includes the date of the employee’s Severance from
Employment with the Employer maintaining the plan, if (i) the payment is regular Compensation for services during the employee’s
regular working hours, or Compensation for services outside the employee’s regular working hours (such as overtime or shift
differential), commissions, bonuses, or other similar payments, and, absent a Severance from Employment, the payments would have
been paid to the employee while the employee continued in employment with the Employer or (ii) the payment is for unused accrued
bona fide sick, vacation or other leave that the employee would have been able to use if employment had continued.


 




    	32



    	 



    

 


Any payments not described above
shall not be considered Compensation if paid after Severance from Employment, even if they are paid by the later of 2 1/2 months
after the date of Severance from Employment or the end of the Limitation Year that includes the date of Severance from Employment,
except, Compensation paid to a Participant who is permanently and totally disabled, as defined in Code Section 22(e)(3), provided
the Participant was not a highly compensated employee, as defined in Code Section 414(q), immediately before becoming disabled.


 


Back pay, within the meaning of
section 1.415(c)-2(g)(8) of the regulations, shall be treated as Compensation for the Limitation Year to which the back pay relates
to the extent the back pay represents wages and compensation that would otherwise be included in this definition.


 


Compensation paid or made available
during such Limitation Year shall include amounts that would otherwise be included in Compensation but for an election under Code
Section 125(a), 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k), or 457(b).


 


Compensation shall also include
deemed Code Section 125 Compensation. Deemed Code Section 125 Compensation is an amount that is excludible under Code Section 106
that is not available to a Participant in cash in lieu of group health coverage under a Code Section 125 arrangement solely because
the Participant is unable to certify that he has other health coverage. Amounts are deemed Code Section 125 Compensation only if
the Employer does not request or otherwise collect information regarding the Participant’s other health coverage as part
of the enrollment process for the health plan.


 


Compensation shall not include
amounts paid as Compensation to a nonresident alien, as defined in Code Section 7701(b)(1)(B), who is not a Participant in the
Plan to the extent the Compensation is excludible from gross income and is not effectively connected with the conduct of a trade
or business within the United States.


 


Defined Contribution Dollar
Limitation means $40,000, automatically adjusted under Code Section 415(d), effective January 1 of each year, as published
in the Internal Revenue Bulletin. The new limitation shall apply to Limitation Years ending with or within the calendar year of
the date of the adjustment, but a Participant’s Annual Additions for a Limitation Year cannot exceed the currently applicable
dollar limitation (as in effect before the January 1 adjustment) prior to January 1. However, after a January 1 adjustment is made,
Annual Additions for the entire Limitation Year are permitted to reflect the dollar limitation as adjusted on January 1.


 


Employer means the employer
that adopts this Plan, and all members of a controlled group of corporations (as defined in Code Section 414(b) as modified by
Code Section 415(h)), all commonly controlled trades or businesses (as defined in Code Section 414(c), as modified, except in the
case of a brother-sister group of trades or businesses under common control, by Code Section 415(h)), or affiliated service groups
(as defined in Code Section 414(m)) of which the adopting employer is a part, and any other entity required to be aggregated with
the employer pursuant to Code Section 414(o).


 




    	33



    	 



    

 


Limitation Year means the
consecutive 12-month period ending on the last day of each Plan Year, including corresponding consecutive 12-month periods before
the original effective date of the Plan. All qualified plans maintained by the Employer must use the same Limitation Year. If the
Limitation Year is other than the calendar year, execution of this Plan (or any amendment to this Plan changing the Limitation
Year) constitutes the Employer’s adoption of a written resolution electing the Limitation Year. If the Limitation Year is
amended to a different consecutive 12-month period, the new Limitation Year must begin on a date within the Limitation Year in
which the amendment is made.


 


Maximum Annual Addition means,
except for catch-up contributions described in Code Section 414(v), the Annual Addition that may be contributed or allocated to
a Participant’s Account under the Plan for any Limitation Year. This amount shall not exceed the lesser of:


 


		(1)	The Defined Contribution Dollar Limitation, or



 


		(2)	100 percent of the Participant’s Compensation for the Limitation Year.



 


A Participant’s Compensation
for a Limitation Year shall not include Compensation in excess of the limitation under Code Section 401(a)(17) that is in effect
for the calendar year in which the Limitation Year begins.


 


The compensation limitation referred
to in (2) shall not apply to an individual medical benefit account (as defined in Code Section 415(l); or a post-retirement medical
benefits account for a key employee (as defined in Code Section 419A(d)(1)).


 


If a short Limitation Year is
created because of an amendment changing the Limitation Year to a different consecutive 12-month period, the Maximum Annual Addition
will not exceed the Defined Contribution Dollar Limitation multiplied by the following fraction:


 


Number of months (including any fractional
parts of a month)


in the short Limitation Year


12


 


If the Plan is terminated as of
a date other than the last day of the Limitation Year, the Plan is treated as if the Plan was amended to change the Limitation
Year and create a short Limitation Year ending on the date the Plan is terminated.


 


If a short Limitation Year is
created, the limitation under Code Section 401(a)(17) shall be prorated in the same manner as the Defined Contribution Dollar Limitation.


 




    	34



    	 



    

 


Predecessor Employer means,
with respect to a Participant, a former employer if the Employer maintains a plan that provides a benefit which the Participant
accrued while performing services for the former employer. Predecessor Employer also means, with respect to a Participant, a former
entity that antedates the Employer if, under the facts and circumstances, the Employer constitutes a continuation of all or a portion
of the trade or business of the former entity.


 


Severance from Employment means
an employee has ceased to be an employee of the Employer maintaining the plan. An employee does not have a Severance from Employment
if, in connection with a change of employment, the employee’s new employer maintains the plan with respect to the employee.


 


		(b)	If the Participant does not participate in another defined contribution plan, as defined in section
1.415(c)-1(a)(2)(i) of the regulations (without regard to whether the plan(s) have been terminated) maintained by the Employer,
the amount of Annual Additions that may be credited to the Participant’s Account for any Limitation Year shall not exceed
the lesser of the Maximum Annual Addition or any other limitation contained in this Plan. If the Employer Contribution that would
otherwise be contributed or allocated to the Participant’s Account would cause the Annual Additions for the Limitation Year
to exceed the Maximum Annual Addition, the amount contributed or allocated shall be reduced so that the Annual Additions for the
Limitation Year will equal the Maximum Annual Addition.



 


		(c)	If, in addition to this Plan, the Participant is covered under another defined contribution plan,
as defined in section 1.415(c)-1(a)(2)(i) of the regulations, (without regard to whether the plan(s) have been terminated) maintained
by the Employer that provides an Annual Addition during any Limitation Year, the Annual Additions that may be credited to a Participant’s
Account under this Plan for any such Limitation Year will not exceed the Maximum Annual Addition, reduced by the Annual Additions
credited to a Participant’s account under the other defined contribution plan(s) for the same Limitation Year. If the Annual
Additions with respect to the Participant under the other defined contribution plan(s) maintained by the Employer are less than
the Maximum Annual Addition, and the Employer Contribution that would otherwise be contributed or allocated to the Participant’s
Account under this Plan would cause the Annual Additions for the Limitation Year to exceed this limitation, the amount contributed
or allocated will be reduced so that the Annual Additions under all such plans and funds for the Limitation Year will equal the
Maximum Annual Addition. If the Annual Additions with respect to the Participant under the other defined contribution plan(s) in
the aggregate are equal to or greater than the Maximum Annual Addition, no amount will be contributed or allocated to the Participant’s
Account under this Plan for the Limitation Year.



 


		(d)	The limitation of this section shall be determined and applied taking into account the rules in
subparagraph (e) below.



 


		(e)	Other Rules



 




    	35



    	 



    

 


		(1)	Aggregating Plans. For purposes of applying the limitations of this section for a Limitation
Year, all defined contribution plans (as defined in section 1.415(c)-1(a)(2)(i) of the regulations and without regard to whether
the plan(s) have been terminated) ever maintained by the Employer and all defined contribution plans of a Predecessor Employer
(in the Limitation Year in which such Predecessor Employer is created) under which a Participant receives Annual Additions are
treated as one defined contribution plan.



 


		(2)	Break-up of Affiliated Employers. The Annual Additions under a formerly affiliated plan
(as defined in section 1.415(f)-1(b)(2)(ii) of the regulations) of the Employer are taken into account for purposes of applying
the limitations of this section for the Limitation Year in which the cessation of affiliation took place.



 


		(3)	Previously Unaggregated Plans. The limitations of this section are not exceeded for the
first Limitation Year in which two or more existing plans, which previously were not required to be aggregated pursuant to section
1.415(f) of the regulations, are aggregated, provided that no Annual Additions are credited to a Participant after the date on
which the plans are required to be aggregated if the Annual Additions already credited to the Participant in the existing plans
equal or exceed the Maximum Annual Addition.



 


		(4)	Aggregation with Multiemployer Plan. If the Employer maintains a multiemployer plan, as
defined in Code Section 414(f), and the multiemployer plan so provides, only the Annual Additions under the multiemployer plan
that are provided by the Employer shall be treated as Annual Additions provided under a plan maintained by the Employer for purposes
of this section.



 


SECTION
3.06—EXCESS AMOUNTS.


 


		(a)	Definitions. For purposes of this section, the following terms are defined:



 


ACP means, for a specified
group of Participants (either Highly Compensated Employees or Nonhighly Compensated Employees) for a Plan Year, the average (expressed
as a percentage) of the Contribution Percentages of the Eligible Participants in the group.


 


ADP means, for a specified
group of Participants (either Highly Compensated Employees or Nonhighly Compensated Employees) for a Plan Year, the average (expressed
as a percentage) of the Deferral Percentages of the Eligible Participants in the group.


 


Contribution Percentage means
the ratio (expressed as a percentage) of the Eligible Participant’s Contribution Percentage Amounts to the Eligible Participant’s
Compensation (excluding Differential Wage Payments) for the Plan Year (whether or not the Eligible Participant was an Eligible
Participant for the entire Plan Year). For an Eligible Participant for whom such Contribution Percentage Amounts for the Plan Year
are zero, the percentage is zero.


 




    	36



    	 



    

 


Contribution Percentage Amounts
means the sum of the Participant Contributions and Matching Contributions (that are not Qualified Matching Contributions taken
into account for purposes of the ADP Test) made under the Plan on behalf of the Eligible Participant for the Plan Year. Contribution
Percentage Amounts shall not include Participant Contributions withheld from Differential Wage Payments and Matching Contributions
based on Elective Deferral Contributions and Participant Contributions withheld from such Differential Wage Payments. Matching


 


Contributions cannot be taken
into account for a Plan Year for a Nonhighly Compensated Employee to the extent they are disproportionate matching contributions
as defined in section 1.401(m)-2(a)(5)(ii) of the regulations. Such Contribution Percentage Amounts shall not include Matching
Contributions that are forfeited because the contributions to which they relate are Excess Elective Deferrals, Excess Contributions,
or Excess Aggregate Contributions. Under such rules as the Secretary of the Treasury shall prescribe, in determining the Contribution
Percentage the Employer may elect to include Qualified Nonelective Contributions under this Plan that were not used in computing
the Deferral Percentage. Qualified Nonelective Contributions cannot be taken into account for a Plan Year for a Nonhighly Compensated
Employee to the extent they are disproportionate contributions as defined in section 1.401(m)-2(a)(6)(v) of the regulations. The
Employer may also elect to use Elective Deferral Contributions in computing the Contribution Percentage so long as the ADP Test
is met before the Elective Deferral Contributions are used in the ACP Test and continues to be met following the exclusion of those
Elective Deferral Contributions that are used to meet the ACP Test.


 


Deferral Percentage means
the ratio (expressed as a percentage) of Elective Deferral Contributions (other than Catch-up Contributions and Elective Deferral
Contributions withheld from Differential Wage Payments) under this Plan on behalf of the Eligible Participant for the Plan Year
to the Eligible Participant’s Compensation (excluding Differential Wage Payments) for the Plan Year (whether or not the Eligible
Participant was an Eligible Participant for the entire Plan Year). The Elective Deferral Contributions used to determine the Deferral
Percentage shall include Excess Elective Deferrals (other than Excess Elective Deferrals of Nonhighly Compensated Employees that
arise solely from Elective Deferral Contributions made under this Plan or any other plans of the Employer or a Controlled Group
member), but shall exclude Elective Deferral Contributions that are used in computing the Contribution Percentage (provided the
ADP Test is satisfied both with and without exclusion of these Elective Deferral Contributions). Under such rules as the Secretary
of the Treasury shall prescribe, the Employer may elect to include Qualified Nonelective Contributions and Qualified Matching Contributions
under this Plan in computing the Deferral Percentage. Qualified Matching Contributions cannot be taken into account for a Plan
Year for a Nonhighly Compensated Employee to the extent they are disproportionate matching contributions as defined in section
1.401(m)-2(a)(5)(ii) of the regulations. Qualified Nonelective Contributions cannot be taken into account for a Plan Year for a
Nonhighly Compensated Employee to the extent they are disproportionate contributions as defined in section 1.401(k)-2(a)(6)(iv)
of the regulations. For an Eligible Participant for whom such contributions on his behalf for the Plan Year are zero, the percentage
is zero.


 




    	37



    	 



    

 


Elective Deferral Contributions
means any Employer Contributions made to a plan at the election of a participant in lieu of cash compensation. With respect
to any taxable year, a participant’s Elective Deferral Contributions are the sum of all employer contributions made on behalf
of such participant pursuant to an election to defer under any qualified cash or deferred arrangement (CODA) described in Code
Section 401(k), any salary reduction simplified employee pension plan described in Code Section 408(k)(6), any SIMPLE IRA plan
described in Code Section 408(p), any plan described under Code Section 501(c)(18), and any employer contributions made on behalf
of a participant for the purchase of an annuity contract under Code Section 403(b) pursuant to a salary reduction agreement. Elective
Deferral Contributions include Pre-tax Elective Deferral Contributions and Roth Elective Deferral Contributions. Elective Deferral
Contributions shall not include any deferrals properly distributed as excess annual additions.


 


Eligible Participant means,
for purposes of determining the Deferral Percentage, any Employee who is otherwise entitled to make Elective Deferral Contributions
under the terms of the Plan for the Plan Year. Eligible Participant means, for purposes of determining the Contribution Percentage,
any Employee who is eligible (i) to make a Participant Contribution or an Elective Deferral Contribution (if the Employer takes
such contributions into account in the calculation of the Contribution Percentage), or (ii) to receive a Matching Contribution
(including forfeitures) or a Qualified Matching Contribution. If a Participant Contribution is required as a condition of participation
in the Plan, any Employee who would be a Participant in the Plan if such Employee made such a contribution shall be treated as
an Eligible Participant on behalf of whom no Participant Contributions are made.


 


Excess Aggregate Contributions
means, with respect to any Plan Year, the excess of:


 


		(1)	The aggregate Contribution Percentage Amounts taken into account in computing the numerator of
the Contribution Percentage actually made on behalf of Highly Compensated Employees for such Plan Year, over



 


		(2)	The maximum Contribution Percentage Amounts permitted by the ACP Test (determined by hypothetically
reducing contributions made on behalf of Highly Compensated Employees in order of their Contribution Percentages beginning with
the highest of such percentages).



 




    	38



    	 



    

 


Excess Contributions means,
with respect to any Plan Year, the excess of:


 


		(1)	The aggregate amount of Employer Contributions actually taken into account in computing the Deferral
Percentage of Highly Compensated Employees for such Plan Year, over



 


		(2)	The maximum amount of such contributions permitted by the ADP Test (determined by hypothetically
reducing contributions made on behalf of Highly Compensated Employees in the order of the Deferral Percentages, beginning with
the highest of such percentages).



 


Excess Elective Deferrals means
those Elective Deferral Contributions of a Participant that either (i) are made during the Participant’s taxable year and
exceed the dollar limitation under Code Section 402(g) or (ii) are made during a calendar year and exceed the dollar limitation
under Code Section 402(g) for the Participant’s taxable year beginning in such calendar year, counting only Elective Deferral
Contributions made under this Plan and any other plan, contract, or arrangement maintained by the Employer. The dollar limitation
shall be increased by the dollar limit on Catch-up Contributions under Code Section 414(v), if applicable.


 


Excess Elective Deferrals shall
be treated as Annual Additions, as defined in the CONTRIBUTION LIMITATION SECTION of this article, under the Plan, unless such
amounts are distributed no later than the first April 15 following the close of the Participant’s taxable year.


 


Matching Contributions means
Employer Contributions made to this or any other defined contribution plan, or to a contract described in Code Section 403(b),
on behalf of a Participant on account of a Participant Contribution made by such Participant, or on account of a Participant’s
Elective Deferral Contributions, under a plan maintained by the Employer or a Controlled Group member.


 


Participant Contributions means
contributions (other than Roth Elective Deferral Contributions) made to the plan by or on behalf of a Participant that are included
in the Participant’s gross income in the year in which made and that are maintained under a separate account to which the
earnings and losses are allocated.


 


Pre-tax Elective Deferral Contributions
means a Participant’s Elective Deferral Contributions that are not includible in the Participant’s gross income
at the time deferred.


 


Qualified Matching Contributions
means Matching Contributions that are nonforfeitable when made to the Plan and that are distributable only in accordance with
the distribution provisions applicable to Elective Deferral Contributions, to the extent Qualified Matching Contributions can be
distributed under such distribution provision.


 




    	39



    	 



    

 


Qualified Nonelective Contributions
means any Employer Contributions (other than Matching Contributions) that an Employee may not elect to have paid to him in
cash instead of being contributed to the Plan and that are nonforfeitable when made to the Plan and that are distributable only
in accordance with the distribution provisions applicable to Elective Deferral Contributions, to the extent Qualified Nonelective
Contributions can be distributed under such distribution provision.


 


Roth Elective Deferral Contributions
means a Participant’s Elective Deferral Contributions that are not excludible from the Participant’s gross income
at the time deferred and have been irrevocably designated as Roth Elective Deferral Contributions by the Participant in his elective
deferral agreement. Whether an Elective Deferral Contribution is not excludible from a Participant’s gross income will be
determined in accordance with section 1.401(k)-1(f)(2) of the regulations. In the case of a self-employed individual, an Elective
Deferral Contribution is not excludible from gross income only if the individual does not claim a deduction for such amount.


 


		(b)	Excess Elective Deferrals. A Participant may assign to this Plan any Excess Elective Deferrals
made during a taxable year of the Participant by notifying the Plan Administrator in writing on or before the first following March
1 of the amount of the Excess Elective Deferrals to be assigned to the Plan. A Participant is deemed to notify the Plan Administrator
of any Excess Elective Deferrals that arise by taking into account only those Elective Deferral Contributions made to this Plan
and any other plan, contract, or arrangement of the Employer or a Controlled Group member. The Participant’s claim for Excess
Elective Deferrals shall be accompanied by the Participant’s written statement that if such amounts are not distributed,
such Excess Elective Deferrals will exceed the limit imposed on the Participant by Code Section 402(g) (including, if applicable,
the dollar limitation on Catch-up Contributions under Code Section 414(v)) for the year in which the deferral occurred. The Excess
Elective Deferrals assigned to this Plan cannot exceed the Elective Deferral Contributions allocated under this Plan for such taxable
year.



 


Notwithstanding any other provisions
of the Plan, Elective Deferral Contributions in an amount equal to the Excess Elective Deferrals assigned to this Plan, plus any
income and minus any loss allocable thereto, shall be distributed no later than April 15 to any Participant to whose Account Excess
Elective Deferrals were assigned for the preceding year and who claims Excess Elective Deferrals for such taxable year or calendar
year.


 


Distribution of Excess Elective
Deferral Contributions shall be made first from the Participant’s Account resulting from Pre-tax Elective Deferral Contributions,
to the extent Pre-tax Elective Deferral Contributions were made for the year.


 




    	40



    	 



    

 

  


The Excess Elective Deferrals shall
be adjusted for any income or loss. The income or loss allocable to such Excess Elective Deferrals shall be equal to the income
or loss allocable to the Participant’s Elective Deferral Contributions for the taxable year in which the excess occurred
multiplied by a fraction. The numerator of the fraction is the Excess Elective Deferrals. The denominator of the fraction is the
closing balance without regard to any income or loss occurring during such taxable year (as of the end of such taxable year) of
the Participant’s Account resulting from Elective Deferral Contributions.


 


For purposes of determining income
or loss on Excess Elective Deferrals, no adjustment shall be made for income or loss for the gap period.


 


Any Matching Contributions that were
based on the Elective Deferral Contributions distributed as Excess Elective Deferrals, plus any income and minus any loss allocable
thereto, shall be forfeited.


 


		(c)	ADP Test. As of the end of each Plan Year after Excess Elective Deferrals have been determined,
the Plan must satisfy the ADP Test. The ADP Test shall be satisfied using the prior year testing method or the current year testing
method, as elected by the Employer in subparagraph (e) of this section.



 


		(1)	Prior Year Testing Method. The ADP for a Plan Year for Eligible Participants who are Highly
Compensated Employees for each Plan Year and the prior year’s ADP for Eligible Participants who were Nonhighly Compensated
Employees for the prior Plan Year must satisfy one of the following tests:



 


		(i)	The ADP for a Plan Year for Eligible Participants who are Highly Compensated Employees for the
Plan Year shall not exceed the prior year’s ADP for Eligible Participants who were Nonhighly Compensated Employees for the
prior Plan Year multiplied by 1.25; or



 


		(ii)	The ADP for a Plan Year for Eligible Participants who are Highly Compensated Employees for the
Plan Year:



 


		A.	shall not exceed the prior year’s ADP for Eligible Participants who were Nonhighly Compensated
Employees for the prior Plan Year multiplied by 2, and



 


		B.	the difference between such ADPs is not more than 2.



 


If this is not a successor plan,
for the first Plan Year the Plan permits any Participant to make Elective Deferral Contributions, for purposes of the foregoing
tests, the prior year’s Nonhighly Compensated Employees’ ADP shall be 3 percent or the Plan Year’s ADP for these
Eligible Participants, as elected by the Employer in subparagraph (e) of this section.


 




    	41



    	 



    

  


		(2)	Current Year Testing Method. The ADP for a Plan Year for Eligible Participants who are Highly
Compensated Employees for each Plan Year and the ADP for Eligible Participants who are Nonhighly Compensated Employees for the
Plan Year must satisfy one of the following tests:



 


		(i)	The ADP for a Plan Year for Eligible Participants who
are Highly Compensated Employees for the Plan Year shall not exceed the ADP for Eligible Participants who are Nonhighly Compensated
Employees for the Plan Year multiplied by 1.25; or (ii)The ADP for a Plan Year for Eligible Participants who are Highly Compensated
Employees for the Plan Year:



 


		A.	shall not exceed the ADP for Eligible Participants who are Nonhighly Compensated Employees for
the Plan Year multiplied by 2, and



 


		B.	the difference between such ADPs is not more than 2.



 


If the Employer has elected to use
the current year testing method, that election cannot be changed unless (i) the Plan has been using the current year testing method
for the preceding five Plan Years, or if less, the number of Plan Years the Plan has been in existence; or (ii) if as a result
of a merger or acquisition described in Code Section 410(b)(6)(C)(i), the Employer maintains both a plan using the prior year testing
method and a plan using the current year testing method and the change is made within the transition period described in Code Section
410(b)(6)(C)(ii).


 


A Participant is a Highly Compensated
Employee for a particular Plan Year if he meets the definition of a Highly Compensated Employee in effect for that Plan Year. Similarly,
a Participant is a Nonhighly Compensated Employee for a particular Plan Year if he does not meet the definition of a Highly Compensated
Employee in effect for that Plan Year.


 


The Deferral Percentage for any Eligible
Participant who is a Highly Compensated Employee for the Plan Year and who is eligible to have Elective Deferral Contributions
(and Qualified Nonelective Contributions or Qualified Matching Contributions, or both, if treated as Elective Deferral Contributions
for purposes of the ADP Test) allocated to his account under two or more arrangements described in Code Section 401(k) that are
maintained by the Employer or a Controlled Group member shall be determined as if such Elective Deferral Contributions (and, if
applicable, such Qualified Nonelective Contributions or Qualified Matching Contributions, or both) were made under a single arrangement.
If a Highly Compensated Employee participates in two or more cash or deferred arrangements of the Employer or of a Controlled Group
member that have different plan years, all Elective Deferral Contributions made during the Plan Year shall be aggregated. The foregoing
notwithstanding, certain plans shall be treated as separate if mandatorily disaggregated under the regulations of Code Section
401(k).


 




    	42



    	 



    

  


In the event this Plan satisfies the
requirements of Code Section 401(k), 401(a)(4), or 410(b) only if aggregated with one or more other plans, or if one or more other
plans satisfy the requirements of such Code sections only if aggregated with this Plan, then this section shall be applied by determining
the Deferral Percentage of Employees as if all such plans were a single plan. If more than 10 percent of the Employer’s Nonhighly
Compensated Employees are involved in a plan coverage change as defined in section 1.401(k)-2(c)(4) of the regulations, then any
adjustments to the Nonhighly Compensated Employee ADP for the prior year shall be made in accordance with such regulations if the
Employer has elected to use the prior year testing method. Plans may be aggregated in order to satisfy Code Section 401(k) only
if they have the same plan year and use the same testing method for the ADP Test.


 


For purposes of the ADP Test, Elective
Deferral Contributions, Qualified Nonelective Contributions, and Qualified Matching Contributions must be made before the end of
the 12-month period immediately following the Plan Year to which the contributions relate.


 


If the Plan Administrator should determine
during the Plan Year that the ADP Test is not being met, the Plan Administrator may limit the amount of future Elective Deferral
Contributions of the Highly Compensated Employees.


 


Notwithstanding any other provisions
of this Plan, Excess Contributions, plus any income and minus any loss allocable thereto, shall be distributed no later than 12
months after the last day of a Plan Year to Participants to whose Accounts such Excess Contributions were allocated for such Plan
Year, except to the extent such Excess Contributions are classified as Catch-up Contributions. Excess Contributions are allocated
to the Highly Compensated Employees with the largest amounts of employer contributions taken into account in calculating the ADP
Test for the year in which the excess arose, beginning with the Highly Compensated Employee with the largest amount of such Employer
Contributions and continuing in descending order until all of the Excess Contributions have been allocated. If a Highly Compensated
Employee participates in two or more cash or deferred arrangements of the Employer or of a Controlled Group member, the amount
distributed shall not exceed the amount of the Employer Contributions taken into account in calculating the ADP test and made to
this Plan for the year in which the excess arose. If Catchup Contributions are allowed for the Plan Year being tested, to the extent
a Highly Compensated Employee has not reached his Catch-up Contribution limit under the Plan for such year, Excess Contributions
allocated to such Highly Compensated Employee are Catch-up Contributions and will not be treated as Excess Contributions. If such
excess amounts (other than Catch-up Contributions) are distributed more than 2 1/2 months after the last day of the Plan Year in
which such excess amounts arose, a 10 percent excise tax shall be imposed on the Employer maintaining the Plan with respect to
such amounts.


 




    	43



    	 



    

  


Excess Contributions shall be treated
as Annual Additions, as defined in the CONTRIBUTION LIMITATION SECTION of this article, even if distributed.


 


The Excess Contributions shall be
adjusted for any income or loss. The income or loss allocable to such Excess Contributions allocated to each Participant shall
be equal to the income or loss allocable to the Participant’s Elective Deferral Contributions (and, if applicable, Qualified
Nonelective Contributions or Qualified Matching Contributions, or both) for the Plan Year in which the excess occurred multiplied
by a fraction. The numerator of the fraction is the Excess Contributions. The denominator of the fraction is the closing balance
without regard to any income or loss occurring during such Plan Year (as of the end of such Plan Year) of the Participant’s
Account resulting from Elective Deferral Contributions (and Qualified Nonelective Contributions or Qualified Matching Contributions,
or both, if such contributions are included in the ADP Test).


 


For purposes of determining income
or loss on Excess Contributions, no adjustment shall be made for income or loss for the gap period.


 


Excess Contributions allocated to
a Participant shall be distributed from the Participant’s Account resulting from Elective Deferral Contributions. If such
Excess Contributions exceed the amount of Excess Contributions in the Participant’s Account resulting from Elective Deferral
Contributions, the balance shall be distributed from the Participant’s Account resulting from Qualified Matching Contributions
(if applicable) and Qualified Nonelective Contributions, respectively.


 


Distribution of Excess Contributions
shall be made first from the Participant’s Account resulting from Pre-tax Elective Deferral Contributions, to the extent
Pre-tax Elective Deferral Contributions were made for the year.


 


Any Matching Contributions that were
based on the Elective Deferral Contributions distributed as Excess Contributions, plus any income and minus any loss allocable
thereto, shall be forfeited.


 


		(d)	ACP Test. As of the end of each Plan Year, the Plan must satisfy the ACP Test. The ACP Test
shall be satisfied using the prior year testing method or the current year testing method, as elected by the Employer in subparagraph
(e) of this section.



 


		(1)	Prior Year Testing Method. The ACP for a Plan Year for Eligible Participants who are Highly
Compensated Employees for each Plan Year and the prior year’s ACP for Eligible Participants who were Nonhighly Compensated
Employees for the prior Plan Year must satisfy one of the following tests:



 




    	44



    	 



    

 


		(i)	The ACP for a Plan Year for Eligible Participants who are Highly Compensated Employees for the
Plan Year shall not exceed the prior year’s ACP for Eligible Participants who were Nonhighly Compensated Employees for the
prior Plan Year multiplied by 1.25; or (ii)   The ACP for a Plan Year for Eligible Participants who are Highly Compensated
Employees for the Plan Year:



 


		A.	shall not exceed the prior year’s ACP for Eligible Participants who were Nonhighly Compensated
Employees for the prior Plan Year multiplied by 2, and



 


		B.	the difference between such ACPs is not more than 2.



 


If this is not a successor plan,
for the first Plan Year the Plan permits any Participant to make Participant Contributions, provides for Matching Contributions,
or both, for purposes of the foregoing tests, the prior year’s Nonhighly Compensated Employees’ ACP shall be 3 percent
or the Plan Year’s ACP for these Eligible Participants, as elected by the Employer in subparagraph (e) of this section.


 


		(2)	Current Year Testing Method. The ACP for a Plan Year for Eligible Participants who are Highly
Compensated Employees for each Plan Year and the ACP for Eligible Participants who are Nonhighly Compensated Employees for the
Plan Year must satisfy one of the following tests:



 


		(i)	The ACP for a Plan Year for Eligible Participants who
are Highly Compensated Employees for the Plan Year shall not exceed the ACP for Eligible Participants who are Nonhighly Compensated
Employees for the Plan Year multiplied by 1.25; or (ii)The ACP for a Plan Year for Eligible Participants who are Highly Compensated
Employees for the Plan Year:



 


		A.	shall not exceed the ACP for Eligible Participants who are Nonhighly Compensated Employees for
the Plan Year multiplied by 2, and



 


		B.	the difference between such ACPs is not more than 2.



 


If the Employer has elected to use
the current year testing method, that election cannot be changed unless (i) the Plan has been using the current year testing method
for the preceding five Plan Years, or if less, the number of Plan Years the Plan has been in existence; or (ii) if as a result
of a merger or acquisition described in Code Section 410(b)(6)(C)(i), the Employer maintains both a plan using the prior year testing
method and a plan using the current year testing method and the change is made within the transition period described in Code Section
410(b)(6)(C)(ii).








 




    	45



    	 



    

 


A Participant is a Highly
Compensated Employee for a particular Plan Year if he meets the definition of a Highly Compensated Employee in effect for that
Plan Year. Similarly, a Participant is a Nonhighly Compensated Employee for a particular Plan Year if he does not meet the definition
of a Highly Compensated Employee in effect for that Plan Year.


 


The Contribution Percentage for any
Eligible Participant who is a Highly Compensated Employee for the Plan Year and who is eligible to have Contribution Percentage
Amounts allocated to his account under two or more plans described in Code Section 401(a) or arrangements described in Code Section
401(k) that are maintained by the Employer or a Controlled Group member shall be determined as if the total of such Contribution
Percentage Amounts was made under each plan and arrangement. If a Highly Compensated Employee participates in two or more such
plans or arrangements that have different plan years, all Contribution Percentage Amounts made during the Plan Year shall be aggregated.
The foregoing notwithstanding, certain plans shall be treated as separate if mandatorily disaggregated under the regulations of
Code Section 401(m).


 


In the event this Plan satisfies the
requirements of Code Section 401(m), 401(a)(4), or 410(b) only if aggregated with one or more other plans, or if one or more other
plans satisfy the requirements of such Code sections only if aggregated with this Plan, then this section shall be applied by determining
the Contribution Percentage of Employees as if all such plans were a single plan. If more than 10 percent of the Employer’s
Nonhighly Compensated Employees are involved in a plan coverage change as defined in section 1.401(m)-2(c)(4) of the regulations,
then any adjustments to the Nonhighly Compensated Employee ACP for the prior year shall be made in accordance with such regulations
if the Employer has elected to use the prior year testing method. Plans may be aggregated in order to satisfy Code Section 401(m)
only if they have the same plan year and use the same testing method for the ACP Test.


 


For purposes of the ACP Test, Participant
Contributions are considered to have been made in the Plan Year in which contributed to the Plan. Matching Contributions and Qualified
Nonelective Contributions will be considered to have been made for a Plan Year if made no later than the end of the 12-month period
beginning on the day after the close of the Plan Year.


 


Notwithstanding any other provisions
of this Plan, Excess Aggregate Contributions, plus any income and minus any loss allocable thereto, shall be forfeited, if not
vested, or distributed, if vested, no later than 12 months after the last day of a Plan Year to Participants to whose Accounts
such Excess Aggregate Contributions were allocated for such Plan Year. Excess Aggregate Contributions are allocated to the Highly
Compensated Employees with the largest Contribution Percentage Amounts taken into account in calculating the ACP Test for the year
in which the excess arose, beginning with the Highly Compensated Employee with the largest amount of such Contribution Percentage
Amounts and continuing in descending order until all of the Excess Aggregate Contributions have been allocated. If a Highly Compensated
Employee participates in two or more plans or arrangements of the Employer or of a Controlled Group member that include Contribution
Percentage Amounts, the amount distributed shall not exceed the Contribution Percentage Amounts taken into account in calculating
the ACP Test and made to this Plan for the year in which the excess arose. If such Excess Aggregate Contributions are distributed
more than 2 1/2 months after the last day of the Plan Year in which such excess amounts arose, a 10 percent excise tax shall be
imposed on the Employer maintaining the Plan with respect to such amounts.


 




    	46



    	 



    

  


Excess Aggregate Contributions shall
be treated as Annual Additions, as defined in the CONTRIBUTION LIMITATION SECTION of this article, even if distributed.


 


The Excess Aggregate Contributions
shall be adjusted for any income or loss. The income or loss allocable to such Excess Aggregate Contributions allocated to each
Participant shall be equal to the income or loss allocable to the Participant’s Contribution Percentage Amounts for the Plan
Year in which the excess occurred multiplied by a fraction. The numerator of the fraction is the Excess Aggregate Contributions.
The denominator of the fraction is the closing balance without regard to any income or loss occurring during such Plan Year (as
of the end of such Plan Year) of the Participant’s Account resulting from Contribution Percentage Amounts.


 


For purposes of determining income
or loss on Excess Aggregate Contributions, no adjustment shall be made for income or loss for the gap period.


 


Excess Aggregate Contributions allocated
to a Participant shall be distributed from the Participant’s Account resulting from Participant Contributions that are not
required as a condition of employment or participation or for obtaining additional benefits from Employer Contributions. If such
Excess Aggregate Contributions exceed the balance in the Participant’s Account resulting from such Participant Contributions,
the balance shall be forfeited, if not vested, or distributed, if vested, on a pro rata basis from the Participant’s Account
resulting from Contribution Percentage Amounts.


 


		(e)	Employer Elections. The Employer has made an election to use the current year testing method.



 


SECTION
3.07--401(k) SAFE HARBOR PROVISIONS.


 


		(a)	Rules of Application.



 


		(1)	Any provisions relating to the ADP Test in the EXCESS AMOUNTS SECTION of this article do not apply
for any Plan Year in which the provisions of this section apply unless the Plan is amended to revoke the 401(k) safe harbor provisions
during the Plan Year in accordance with the provisions of this section. Any provisions relating to the ACP Test in the EXCESS AMOUNTS
SECTION of this article do not apply with respect to Matching Contributions for any Plan Year in which the provisions of this section
apply unless the Plan is amended to revoke the 401(k) safe harbor provisions during the Plan Year in accordance with the provisions
of this section.



 




    	47



    	 



    

  


		(2)	The provisions of this section shall not apply unless the Plan Year is 12 months long except as
provided below:



 


		(i)	In the case of the first Plan Year of a newly established plan (other than a successor plan), the
Plan Year is at least 3 months long (or any shorter period if the Employer is a newly established employer that establishes the
Plan as soon as administratively feasible after the Employer came into existence).



 


		(ii)	In the case of a cash or deferred arrangement (CODA) that is added to an existing profit sharing,
stock bonus, or pre-ERISA money purchase pension plan for the first time during a Plan Year, provided the Plan is not a successor
plan and the CODA is made effective no later than 3 months prior to the end of the Plan Year. The Plan may not be an ACP Test Safe
Harbor for such Plan Year unless the existing Plan did not provide for Matching Contributions and the amendment providing for Matching
Contributions is made effective at the same time as the adoption of the CODA.



 


		(iii)	If the Plan has a short Plan Year as a result of changing its Plan Year, provided that:



 


		A.	the Plan satisfied the safe harbor requirements under section 1.401(k)-3 of the regulations and
section 1.401(m)-3 of the regulations for the immediately preceding Plan Year; and



 


		B.	the Plan satisfies the safe harbor requirements under section 1.401(k)-3 of the regulations (determined
without regard to paragraph (g) of that section) and the safe harbor requirements under section 1.401(m)-3 of the regulations (determined
without regard to paragraph (h) of that section) for the immediately following Plan Year (or the immediately following 12 months
if the immediately following Plan Year is less than 12 months).



 


		(iv)	If the Plan has a short Plan Year due to Plan termination, provided that the Plan satisfies the
safe harbor requirements of section 1.401(k)-3 of the regulations and section 1.401(m)-3 of the regulations through the date of
termination and either:



 




    	48



    	 



    

  


		A.	the Plan would satisfy the requirements of section 1.401(k)-3(g) of the regulations and section
1.401(m)-3(h) of the regulations treating the termination of the Plan as a reduction or suspension of safe harbor matching contributions,
other than the requirement that Active Participants have a reasonable opportunity to change the amount of their cash or deferred
elections; or



 


		B.	the Plan termination is in connection with a transaction described in Code Section 410(b)(6)(C)
or the Employer incurs a substantial business hardship comparable to a substantial business hardship described in Code Section
412(c).



 


		(3)	To the extent that any other provision of the Plan is inconsistent with the provisions of this
section, the provisions of this section shall govern.



 


		(b)	ADP Test Safe Harbor.



 


		(1)	Contributions. The Plan is satisfying the ADP Test Safe Harbor using Qualified Matching
Contributions as provided in the EMPLOYER CONTRIBUTIONS SECTION of this article. The Employer shall pay to the Insurer or Trustee,
as applicable, such Contributions for each Plan Year not later than the end of the 12-month period immediately following the Plan
Year for which they are deemed to be paid.



 


		(2)	Notice Requirement. At least 30 days, but not more than 90 days, before the beginning of
the Plan Year, the Employer shall provide each Active Participant a comprehensive notice of his rights and obligations under the
Plan, including a description of the Qualified Matching Contributions that will be made to the Plan to satisfy the ADP Test Safe
Harbor.



 


The notice shall be written in a
manner calculated to be understood by the average Active Participant.


 


If an Employee becomes an Active
Participant after the 90th day before the beginning of the Plan Year and does not receive this notice for that reason, the notice
must be provided no more than 90 days before he becomes an Active Participant but not later than the date he becomes an Active
Participant.


 


		(3)	Election Periods. In addition to any other election periods provided under the Plan, each
Active Participant may make or modify a deferral election during the 30-day period immediately following receipt of the notice
described in (2) above.



 


		(c)	ACP Test Safe Harbor. Matching Contributions are limited as provided in the EMPLOYER CONTRIBUTIONS
SECTION of this article.



 




    	49



    	 



    

  


		(d)	ACP Test. The Plan does not provide for Participant Contributions, as defined in the EXCESS
AMOUNTS SECTION of this article. Any provisions relating to the ACP Test in the EXCESS AMOUNTS SECTION of this article shall not
apply for any Plan Year in which the provisions of this section apply unless the Plan is amended to revoke the 401(k) safe harbor
provisions during the Plan Year in accordance with the provisions of this section.



 


		(e)	Revocation of 401(k) Safe Harbor Election. The Employer may amend the Plan to revoke the
401(k) safe harbor election during any Plan Year. Active Participants shall be provided a supplemental notice that explains the
consequences of the amendment, informs them of the effective date of the elimination of the Qualified Matching Contributions and
gives them a reasonable opportunity (including a reasonable period) to change the amount of their Elective Deferral Contributions.
The effective date of the revocation cannot be earlier than the later of (i) 30 days after the Active Participants are given such
notice, and (ii) the date the amendment revoking such provisions is adopted.



 


If the 401(k) safe harbor election
is revoked, the Employer shall perform the ADP Test and ACP Test for the entire Plan Year using the current year testing method
described in the EXCESS AMOUNTS SECTION of this article. The Employer shall make the Qualified Matching Contributions for the period
prior to the effective date of the revocation.


 


		(f)	Top-heavy Rules. The Plan is deemed to not be a Top-heavy Plan, as defined in the DEFINITIONS
SECTION of ARTICLE XI, for a Plan Year if the exception under Code Section 416(g)(4)(H) applies for such year.



 


ARTICLE
IV


 


INVESTMENT OF CONTRIBUTIONS


 


SECTION
4.01—INVESTMENT AND TIMING OF CONTRIBUTIONS.


 


The handling of Contributions
and Plan assets is governed by the provisions of the Trust Agreement and any other relevant document, such as an Annuity Contract
(for the purposes of this paragraph alone, the Trust Agreement and such other documents will each be referred to as a “document”
or collectively as the “documents”), duly entered into by or with regard to the Plan that govern such matters. To the
extent permitted by the documents, the parties named below shall direct the Contributions for investment in any of the investment
options available to the Plan under or through the documents, and may request the transfer of amounts resulting from those Contributions
between such investment options.


 


A Participant may not direct
the investment of all or any portion of his Account in collectibles. Collectibles mean any work of art, rug or antique, metal or
gem, stamp or coin, alcoholic beverage, or other tangible personal property specified by the Secretary of the Treasury. However,
for tax years beginning after December 31, 1997, certain coins and bullion as provided in Code Section 408(m)(3) shall not be considered
collectibles.


 




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If a Participant has provided
investment direction for all or certain specific Contributions made to his Account, such Contributions shall be invested in accordance
with such direction to the extent possible. If an investment option selected by the Participant in that investment direction is
no longer available and a new investment option is not selected by the Participant (in lieu of the one that is no longer available)
by the deadline set by a fiduciary of the Plan (or by the date the investment option is no longer available), all amounts currently
held in the investment option that is no longer available and future Contributions directed to such investment option by the Participant
(and made after such deadline or date) shall be invested in the appropriate default investment option, unless otherwise directed
by a fiduciary of the Plan.


 


If an investment option
selected by the Participant is no longer available for future Contributions only and a new investment option is not selected by
the Participant (in lieu of the one that is no longer available) by the deadline set by a fiduciary of the Plan (or by the date
the investment option is no longer available), all future Contributions directed to such investment option that is not available
for future Contributions (and made after such deadline or date) shall be invested in the appropriate default investment option,
unless otherwise directed by a fiduciary of the Plan.


 


To the extent that a Participant
who has the ability to provide investment direction (either on an ongoing basis or in response to a notice from a fiduciary of
the Plan) fails to give timely investment direction, the amount in the Participant’s Account for which no investment direction
is received shall be invested in the appropriate default investment option, unless otherwise directed by a fiduciary of the Plan.


 


If the Primary Employer
has investment direction, the Contributions shall be invested in accordance with such direction. The Employer shall have investment
direction for amounts that have not been allocated to Participants. To the extent an investment option is no longer available,
a fiduciary of the Plan may require that amounts currently held in such investment option be reinvested in other investment options.
To the extent that the Employer has not given investment direction, and no Plan fiduciary gives direction regarding the reinvestment
of such amounts, the amounts held in an investment option that is no longer available or which had been directed to be invested
in an investment option that is not available for future Contributions shall be invested in the appropriate default investment
option.


 


Default investment options
are defined in documents duly entered into by or with regard to the Plan that govern such matters.


 


At least annually, the
Named Fiduciary shall review all pertinent Employee information and Plan data in order to establish the funding policy of the Plan
and to determine appropriate methods of carrying out the Plan’s objectives. The Named Fiduciary shall inform the Trustee
and any Investment Manager of the Plan’s short-term and long-term financial needs so the investment policy can be coordinated
with the Plan’s financial requirements.


 


The Participant shall direct
the investment of all Contributions and the transfer of amounts resulting from those Contributions.


 


However, the Named Fiduciary
may delegate to the Investment Manager investment direction for Contributions and amounts that are not subject to Participant direction.


 




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The Employer shall pay
to the Insurer or Trustee, as applicable, the Qualified Matching Contributions calculated based on Elective Deferral Contributions
for a specified payroll period not later than the last day of the Plan-year Quarter following the calculation period specified.


 


All Contributions are forwarded
by the Employer to (i) the Trustee to be deposited in the Trust Fund or otherwise invested by the Trustee in accordance with the
relevant documents; or (ii) the Insurer to be deposited under the Annuity Contract, as applicable.


 


SECTION
4.02—INVESTMENT IN QUALIFYING EMPLOYER SECURITIES.


 


		(a)	Investment in Qualifying Employer Securities. All or some portion of the Participant’s
Account may be invested in Qualifying Employer Securities. Once an investment in the Qualifying Employer Securities Fund is made
available to Participants, it shall continue to be available unless the Plan is amended to disallow such available investment.
In the absence of an election to invest in Qualifying Employer Securities, Participants shall be deemed to have elected to have
their Accounts invested wholly in other investment options of the Investment Fund. Once an election is made, it shall be considered
to continue until a new election is made.



 


For purposes of determining the annual
valuation of the Plan, and for reporting to Participants and regulatory authorities, the assets of the Plan shall be valued at
least annually on the Valuation Date which corresponds to the last day of the Plan Year. The fair market value of Qualifying Employer
Securities shall be determined on such Valuation Date. The prices of Qualifying Employer Securities as of the date of the transaction
shall apply for purposes of valuing distributions and other transactions of the Plan to the extent such value is representative
of the fair market value of such securities in the opinion of the Plan Administrator. The value of a Participant’s Account
held in the Qualifying Employer Securities Fund may be expressed in units.


 


If the Qualifying Employer Securities
are not publicly traded, or if an extremely thin market exists for such securities so that reasonable valuation may not be obtained
from the market place, then such securities must be valued at least annually by an independent appraiser who is not associated
with the Employer, the Plan Administrator, the Trustee, or any person related to any fiduciary under the Plan. The independent
appraiser may be associated with a person who is merely a contract administrator with respect to the Plan, but who exercises no
discretionary authority and is not a plan fiduciary.


 


If there is a public market for Qualifying
Employer Securities of the type held by the Plan, then the Plan Administrator may use as the value of the securities the price
at which such securities trade in such market. If the Qualifying Employer Securities do not trade on the relevant date, or if the
market is very thin on such date, then the Plan Administrator may use for the valuation the next preceding trading day on which
the trading prices are representative of the fair market value of such securities in the opinion of the Plan Administrator.


 




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Cash dividends payable on the Qualifying
Employer Securities shall be reinvested in additional shares of such securities. In the event of any cash or stock dividend or
any stock split, such dividend or split shall be credited to the Accounts based on the number of shares of Qualifying Employer
Securities credited to each Account as of the payable date of such dividend or split.


 


All purchases of Qualifying Employer
Securities shall be made at a price, or prices, which, in the judgment of the Plan Administrator, do not exceed the fair market
value of such securities.


 


In the event that the Trustee acquires
Qualifying Employer Securities by purchase from a “disqualified person” as defined in Code Section 4975(e)(2) or from
a “party-in-interest” as defined in ERISA Section 3(14), the terms of such purchase shall contain the provision that
in the event there is a final determination by the Internal Revenue Service, the Department of Labor, or court of competent jurisdiction
that the fair market value of such securities as of the date of purchase was less than the purchase price paid by the Trustee,
then the seller shall pay or transfer, as the case may be, to the Trustee an amount of cash or shares of Qualifying Employer Securities
equal in value to the difference between the purchase price and such fair market value for all such shares. In the event that cash
or shares of Qualifying Employer Securities are paid or transferred to the Trustee under this provision, such securities shall
be valued at their fair market value as of the date of such purchase, and interest at a reasonable rate from the date of purchase
to the date of payment or transfer shall be paid by the seller on the amount of cash paid.


 


The Plan Administrator may direct
the Trustee to sell, resell, or otherwise dispose of Qualifying Employer Securities to any person, including the Employer, provided
that any such sales to any disqualified person or party-in-interest, including the Employer, will be made at not less than the
fair market value and no commission will be charged. Any such sale shall be made in conformance with ERISA Section 408(e).


 


The Employer is responsible for compliance
with any applicable Federal or state securities law with respect to all aspects of the Plan. If the Qualifying Employer Securities
or interest in this Plan are required to be registered in order to permit investment in the Qualifying Employer Securities Fund
as provided in this section, then such investment will not be effective until the later of the effective date of the Plan or the
date such registration or qualification is effective. The Employer, at its own expense, will take or cause to be taken any and
all such actions as may be necessary or appropriate to effect such registration or qualification. Further, if the Trustee is directed
to dispose of any Qualifying Employer Securities held under the Plan under circumstances which require registration or qualification
of the securities under applicable Federal or state securities laws, then the Employer will, at its own expense, take or cause
to be taken any and all such action as may be necessary or appropriate to effect such registration or qualification. The Employer
is responsible for all compliance requirements under Section 16 of the Securities Act.


 




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		(b)	Diversification Requirements. The diversification requirements below apply for Plan Years
beginning on or after January 1, 2007.



 


An applicable individual (as defined
in section 1.401(a)(35)-1(b) of the regulations) is permitted to elect to direct any publicly traded qualifying employer securities
(as defined in Code Section 401(a)(35)(G)(v)) held in his Account under the Plan to be reinvested in other investment options offered
under the Plan with respect to the portion of his Account that is subject to Code Section 401(a)(35)(B) or (C). The Employer may
permit diversification of amounts invested in qualifying employer securities earlier than required as long as the earlier time
period is applied consistently to all applicable individuals.


 


The Plan shall offer at least three
investment options, other than Qualifying Employer Securities, to which the applicable individual may direct all or any portion
of his Account invested in Qualifying Employer Securities, and each investment option must be diversified and have materially different
risk and return characteristics that satisfy the requirements of section 2550.404c-1(b)(3) of the Department of Labor regulations.
The Plan may limit the time for divestment and reinvestment to periodic, reasonable opportunities occurring no less frequently
than quarterly. The Plan may not impose any restrictions or conditions with respect to the investment of Qualifying Employer Securities
that are not imposed on the investment options offered under the Plan, except as provided in section 1.401(a)(35)-1(e) of the regulations.


 


A notice must be provided to each
applicable individual that describes the divestiture rights and the importance of diversifying the investment of retirement plan
assets. The Employer shall provide the notice to all applicable individuals no later than 30 days before the date on which the
applicable individuals are eligible to exercise their right to diversify.


 


		(c)	Voting and Tender Rights. Voting rights with respect to Qualifying Employer Securities will
be passed through to Participants. Participants will be allowed to direct the voting rights of Qualifying Employer Securities for
any matter put to the vote of shareholders. Before each meeting of shareholders, the Employer shall cause to be sent to each person
with power to control such voting rights a copy of any notice and any other information provided to shareholders and, if applicable,
a form for instructing the Trustee how to vote at such meeting (or any adjournment thereof) the number of full and fractional shares
subject to such person’s voting control. The Trustee may establish a deadline in advance of the meeting by which such forms
must be received in order to be effective.



 


Each Participant shall be entitled
to one vote for each share credited to his Account.


 




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If some or all of the Participants
have not directed or have not timely directed the Trustee on how to vote, then the Trustee shall vote such Qualifying Employer
Securities in the same proportion as those shares of Qualifying Employer Securities for which the Trustee has received proper direction
for such matter.


 


Tender rights or exchange offers for
Qualifying Employer Securities will be passed through to Participants. As soon as practicable after the commencement of a tender
or exchange offer for Qualifying Employer Securities, the Employer shall cause each person with power to control the response to
such tender or exchange offer to be advised in writing the terms of the offer and, if applicable, to be provided with a form for
instructing the Trustee, or for revoking such instruction, to tender or exchange shares of Qualifying Employer Securities, to the
extent permitted under the terms of such offer. In advising such persons of the terms of the offer, the Employer may include statements
from the board of directors setting forth its position with respect to the offer.


 


If some or all of the Participants
have not directed or have not timely directed the Trustee on how to tender, then the Trustee shall tender such Qualifying Employer
Securities in the same proportion as those shares of Qualifying Employer Securities for which the Trustee has received proper direction
for such matter.


 


If the tender or exchange offer is
limited so that all of the shares that the Trustee has been directed to tender or exchange cannot be sold or exchanged, the shares
that each Participant directed to be tendered or exchanged shall be deemed to have been sold or exchanged in the same ratio that
the number of shares actually sold or exchanged bears to the total number of shares that the Trustee was directed to tender or
exchange.


 


The Trustee shall hold the Participant’s
individual directions with respect to voting rights or tender decisions in confidence and, except as required by law, shall not
divulge or release such individual directions to anyone associated with the Employer. The Employer may require verification of
the Trustee’s compliance with the directions received from Participants by any independent auditor selected by the Employer,
provided that such auditor agrees to maintain the confidentiality of such individual directions.


 


The Employer may develop procedures
to facilitate the exercise of votes or tender rights, such as the use of facsimile transmissions for the Participants located in
physically remote areas.


 




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ARTICLE
V



BENEFITS


 


SECTION
5.01—RETIREMENT BENEFITS.


 


On a Participant’s
Retirement Date, his Vested Account shall be distributed to him according to the distribution of benefits provisions of Article
VI and the provisions of the SMALL AMOUNTS SECTION of Article X.


 


SECTION
5.02—DEATH BENEFITS.


 


If a Participant dies before
his Annuity Starting Date, his Vested Account shall be distributed according to the distribution of benefits provisions of Article
VI and the provisions of the SMALL AMOUNTS SECTION of Article X.


 


SECTION
5.03—VESTED BENEFITS.


 


If an Inactive Participant’s
Vested Account is not payable under the SMALL AMOUNTS SECTION of Article X, he may elect, but is not required, to receive a distribution
of any part of his Vested Account after he has a Severance from Employment. A distribution under this paragraph shall be a retirement
benefit and shall be distributed to the Participant according to the distribution of benefits provisions of Article VI.


 


A Participant may not elect
to receive a distribution under the provisions of this section after he again becomes an Employee until he subsequently has a Severance
from Employment and meets the requirements of this section.


 


A Participant who has been
performing Qualified Military Service for a period of more than 30 days is deemed to have had a severance from employment (as described
in Code Section 414(u)(12)(B)(i)) for purposes of requesting a distribution of his Vested Account resulting from Elective Deferral
Contributions. The Plan will suspend Elective Deferral Contributions for six months after receipt of the distribution. If the Participant
is also eligible to receive a Qualified Reservist Distribution and the distribution could be either type of distribution, the distribution
will be treated as a Qualified Reservist Distribution.


 


If an Inactive Participant
does not receive an earlier distribution, upon his Retirement Date or death, his Vested Account shall be distributed according
to the provisions of the RETIREMENT BENEFITS SECTION or the DEATH BENEFITS SECTION of this article.


 


SECTION
5.04—WHEN BENEFITS START.


 


		(a)	Unless otherwise elected, benefits shall begin no later than the 60th day following the close of
the Plan Year in which the latest date below occurs:



 


		(1)	The date the Participant attains age 65 (or Normal Retirement Age, if earlier).



 




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		(2)	The 10th anniversary of the Participant’s Entry Date.



 


		(3)	The date the Participant terminates service with the Employer.



 


Notwithstanding the foregoing, the
failure of a Participant to consent to a distribution while a benefit is immediately distributable, within the meaning of the ELECTION
PROCEDURES SECTION of Article VI, shall be deemed to be an election to defer the start of benefits sufficient to satisfy this section.


 


The Participant may elect to have
benefits begin after the latest date for beginning benefits described above, subject to the following provisions of this section.
The Participant shall make the election in writing. Such election must be made before his Normal Retirement Date or the date he
has a Severance from Employment, if later. The Participant shall not elect a date for beginning benefits or a form of distribution
that would result in a benefit payable when he dies which would be more than incidental within the meaning of governmental regulations.


 


Benefits shall begin on an earlier
date if otherwise provided in the Plan. For example, the Participant’s Retirement Date or Required Beginning Date, as defined
in the DEFINITIONS SECTION of Article VII.


 


		(b)	The Participant’s Vested Account resulting from the following Contributions:



 


Elective Deferral Contributions


Qualified Matching Contributions


Qualified Nonelective Contributions


 


may not be distributed earlier than
Severance from Employment, death, or disability. However, such amount may be distributed upon:


 


		(1)	Termination of the Plan, as permitted in Article VIII.



 


		(2)	The attainment of Normal Retirement Age, provided such age is at least age 59 1/2 and such distribution
is permitted in the definition of Normal Retirement Date in the DEFINITIONS SECTION of Article I.



 


		(3)	A federally declared disaster, where resulting legislation authorizes such a distribution.



 


The Participant’s Vested Account
resulting from Elective Deferral Contributions may also be distributed:


 


		(4)	As a hardship withdrawal, as permitted in the WITHDRAWAL BENEFITS SECTION of this article.



 


		(5)	As a Qualified Reservist Distribution, as permitted in the WITHDRAWAL BENEFITS SECTION of this
article.



 




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		(6)	Upon a Participant’s deemed severance from employment as described in Code Section 414(u)(12)(B)(i)
and as permitted in the VESTED BENEFITS SECTION of this article.



 


All distributions that may be made
pursuant to one or more of the foregoing distributable events will be a retirement benefit and shall be distributed to the Participant
according to the distribution of benefits provisions of Article VI. In addition, distributions that are triggered by the termination
of the Plan must be made in a lump sum. A lump sum shall include a distribution of an annuity contract.


 


SECTION
5.05—WITHDRAWAL BENEFITS.


 


A request for withdrawal
shall be made in such manner and in accordance with such rules as the Employer shall prescribe for this purpose (including by means
of voice response or other electronic means under circumstances the Employer permits). Withdrawals shall be a retirement benefit
and shall be distributed to the Participant according to the distribution of benefits provisions of Article VI. A forfeiture shall
not occur solely as a result of a withdrawal.


 


A Participant may withdraw
any part of his Vested Account resulting from Rollover Contributions. A Participant may make such a withdrawal at any time.


 


A Participant may withdraw
any part of his Vested Account resulting from the following Contributions:


 


Elective Deferral Contributions


Matching Contributions (excluding
Qualified Matching Contributions)


Discretionary Contributions


Rollover Contributions


 


in the event of hardship due to an immediate
and heavy financial need. Withdrawals from the Participant’s Account resulting from Elective Deferral Contributions shall
be limited to the amount of the Participant’s Elective Deferral Contributions plus income allocable thereto credited to his
Account as of December 31, 1988.


 


Immediate and heavy financial
need shall be limited to: (i) expenses incurred or necessary for medical care that would be deductible under Code Section 213(a)
(determined without regard to whether the expenses exceed the stated limit on adjusted gross income); (ii) the purchase (excluding
mortgage payments) of a principal residence for the Participant; (iii) payment of tuition, related educational fees, and room and
board expenses, for up to the next 12 months of post-secondary education for the Participant, his spouse, children, or dependents
(as defined in Code Section 152 without regard to Code Sections 152(b)(1), (b)(2), and (d)(1)(B)); (iv) payments necessary to prevent
the eviction of the Participant from, or foreclosure on the mortgage of, the Participant’s principal residence; (v) payments
for funeral or burial expenses for the Participant’s deceased parent, spouse, child, or dependent (as defined in Code Section
152 without regard to Code Section 152(d)(1)(B)); (vi) expenses to repair damage to the Participant’s principal residence
that would qualify for a casualty loss deduction under Code Section 165 (determined without regard to whether the loss exceeds
10% of adjusted gross income); or (vii) any other distribution which is deemed by the Commissioner of Internal Revenue to be made
on account of immediate and heavy financial need as provided in Treasury regulations. Immediate and heavy financial need shall
also include expenses described in (i), (iii), and (v) (relating to medical, tuition, and funeral expenses, respectively) of a
Primary Beneficiary.


 




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No withdrawal shall be
allowed which is not necessary to satisfy such immediate and heavy financial need. Such withdrawal shall be deemed necessary only
if all of the following requirements are met: (i) the distribution is not in excess of the amount of the immediate and heavy financial
need (including amounts necessary to pay any Federal, state, or local income taxes or penalties reasonably anticipated to result
from the distribution); (ii) the Participant has obtained all distributions, other than hardship distributions, and all nontaxable
loans currently available under all plans maintained by the Employer; and (iii) the Plan, and all other plans maintained by the
Employer, provide that the Participant’s elective contributions and Participant contributions will be suspended for at least
six months after receipt of the hardship distribution. The Plan will suspend elective contributions and Participant contributions
for six months as provided in the preceding sentence. A Participant shall not cease to be an Eligible Participant, as defined in
the EXCESS AMOUNTS SECTION of Article III, merely because his elective contributions or Participant contributions are suspended.


 


A Participant may withdraw
any part of his Vested Account resulting from Elective Deferral Contributions if such distribution meets the requirements to be
a Qualified Reservist Distribution.


 


SECTION
5.06—LOANS TO PARTICIPANTS.


 


Loans shall be made available
to all Participants on a reasonably equivalent basis. Loans shall only be available from the portion of the Participant’s
Vested Account resulting from Elective Deferral and Rollover Contributions. For purposes of this section, and unless otherwise
specified, Participant means any Participant or Beneficiary who is a party-in-interest as defined in ERISA. Loans shall not be
made to Highly Compensated Employees in an amount greater than the amount made available to other Participants.


 


A loan to a Participant
shall be a Participant-directed investment of his Account. The loan is a Trust Fund investment but no Account other than the borrowing
Participant’s Account shall share in the interest paid on the loan or bear any expense or loss incurred because of the loan.


 


The number of outstanding
loans shall be limited to one. The minimum amount of any loan shall be $1,000.


 


Loans must be adequately
secured and bear a reasonable rate of interest.


 


The amount of the loan
shall not exceed the maximum amount that may be treated as a loan under Code Section 72(p) (rather than a distribution) to the
Participant and shall be equal to the lesser of (a) or (b) below:


 


		(a)	$50,000, reduced by the highest outstanding loan balance of loans during the one-year period ending
on the day before the new loan is made.



 




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		(b)	The greater of (1) or (2), reduced by (3) below:



 


		(1)	One-half of the Participant’s Vested Account (without regard to any accumulated deductible
employee contributions, as defined in Code Section 72(o)(5)(B)).



 


		(2)	$10,000.



 


		(3)	Any outstanding loan balance on the date the new loan is made.



 


For purposes of this maximum, all qualified
employer plans, as defined in Code Section 72(p)(4), of the Employer and any Controlled Group member shall be treated as one plan.


 


The foregoing notwithstanding,
the amount of such loan shall not exceed 50 percent of the amount of the Participant’s Vested Account. Because loans can
only be made from the portion of the Participant’s Vested Account resulting from specific Contributions, the maximum amount
of any loan is further limited to the portion of the Participant’s Vested Account resulting from such specified Contributions.
For purposes of this maximum, a Participant’s Vested Account does not include any accumulated deductible employee contributions,
as defined in Code Section 72(o)(5)(B). No collateral other than a portion of the Participant’s Vested Account (as limited
above) shall be accepted.


 


The Participant’s
outstanding loan balance shall include any deemed distribution, along with accrued interest, that has not been repaid or offset.


 


Each loan shall bear a
reasonable fixed rate of interest to be determined by the Loan Administrator. In determining the interest rate, the Loan Administrator
shall take into consideration fixed interest rates currently being charged by commercial lenders for loans of comparable risk on
similar terms and for similar durations, so that the interest will provide for a return commensurate with rates currently charged
by commercial lenders for loans made under similar circumstances. The Loan Administrator shall not discriminate among Participants
in the matter of interest rates; but loans granted at different times may bear different interest rates in accordance with the
current appropriate standards.


 


The loan shall by its terms
require that repayment (principal and interest) be amortized in level payments, not less frequently than quarterly, over a period
not extending beyond five years from the date of the loan. If the loan is used to acquire a dwelling unit, which within a reasonable
time (determined at the time the loan is made) will be used as the principal residence of the Participant, the repayment period
may extend beyond five years from the date of the loan, but the extended period shall not exceed 10 years.


 


The Participant shall make
an application for a loan in such manner and in accordance with such rules as the Employer shall prescribe for this purpose (including
by means of voice response or other electronic means under circumstances the Employer permits). The application must specify the
amount and duration requested.


 




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Information contained in
the application for the loan concerning the income, liabilities, and assets of the Participant will be evaluated to determine whether
there is a reasonable expectation that the Participant will be able to satisfy payments on the loan as due.


 


Each loan shall be fully
documented in the form of a promissory note signed by the Participant for the face amount of the loan, together with interest determined
as specified above.


 


There will be an assignment
of collateral to the Plan executed at the time the loan is made.


 


In those cases where repayment
through payroll deduction is available, installments are so payable, and a payroll deduction agreement shall be executed by the
Participant at the time the loan is made. If the Participant has previously been treated as having received a deemed distribution
and the subsequent loan is being made before the deemed distribution, along with accrued interest, has been repaid (or offset),
a payroll deduction agreement shall be required. If a payroll deduction agreement is required because of a previous deemed distribution
and the Participant later revokes such agreement, the outstanding loan balance at the time of the revocation shall be treated as
a deemed distribution.


 


Where payroll deduction
is not available, payments in cash are to be timely made. Any payment that is not by payroll deduction shall be made payable to
the Employer or the Trustee, as specified in the promissory note, and delivered to the Loan Administrator, including prepayments,
service fees and penalties, if any, and other amounts due under the note.


 


The promissory note may
provide for reasonable late payment penalties and service fees. Any penalties or service fees shall be applied to all Participants
in a nondiscriminatory manner. If the promissory note so provides, such amounts may be assessed and collected from the Account
of the Participant as part of the loan balance.


 


Each loan may be paid prior
to maturity, in part or in full, without penalty or service fee, except as may be set out in the promissory note.


 


The Plan may suspend loan
payments for a period not exceeding one year during which an approved unpaid leave of absence occurs other than a military leave
of absence. The Loan Administrator shall provide the Participant a written explanation of the effect of the suspension of payments
upon his loan.


 


If a Participant separates
from service (or takes a leave of absence) from the Employer because of service in the military and does not receive a distribution
of his Vested Account, the Plan may suspend loan payments until the Participant’s completion of military service or until
the Participant’s fifth anniversary of commencement of military service, if earlier, as permitted under Code Section 414(u).
The Loan Administrator shall provide the Participant a written explanation of the effect of his military service upon his loan.


 


If any payment of principal
and interest, or any portion thereof, remains unpaid for more than 90 days after due, the loan shall be in default. For purposes
of Code Section 72(p), the Participant shall then be treated as having received a deemed distribution regardless of whether or
not a distributable event has occurred.


 




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Upon default, the Plan
has the right to pursue any remedy available by law to satisfy the amount due, along with accrued interest, including the right
to enforce its claim against the security pledged and execute upon the collateral as allowed by law. The entire principal balance
whether or not otherwise then due, along with accrued interest, shall become immediately due and payable without demand or notice,
and subject to collection or satisfaction by any lawful means, including specifically, but not limited to, the right to enforce
the claim against the security pledged and to execute upon the collateral as allowed by law.


 


In the event of default,
foreclosure on the note and attachment of security or use of amounts pledged to satisfy the amount then due shall not occur until
a distributable event occurs in accordance with the Plan, and shall not occur to an extent greater than the amount then available
upon any distributable event which has occurred under the Plan.


 


All reasonable costs and
expenses, including but not limited to attorney’s fees, incurred by the Plan in connection with any default or in any proceeding
to enforce any provision of a promissory note or instrument by which a promissory note for a Participant loan is secured, shall
be assessed and collected from the Account of the Participant as part of the loan balance.


 


If payroll deduction is
being utilized, in the event that a Participant’s available payroll deduction amounts in any given month are insufficient
to satisfy the total amount due, there will be an increase in the amount taken subsequently, sufficient to make up the amount that
is then due. If any amount remains past due more than 90 days, the entire principal amount, whether or not otherwise then due,
along with interest then accrued, shall become due and payable, as above.


 


If no distributable event
has occurred under the Plan at the time that the Participant’s Vested Account would otherwise be used under this provision
to pay any amount due under the outstanding loan, this will not occur until the time, or in excess of the extent to which, a distributable
event occurs under the Plan. An outstanding loan will become due and payable in full 45 days after a Participant has a Severance
from Employment and ceases to be a party-in-interest as defined in ERISA or after complete termination of the Plan.


 


SECTION
5.07—DISTRIBUTIONS UNDER QUALIFIED DOMESTIC RELATIONS ORDERS.


 


The Plan specifically permits
distributions to an Alternate Payee under a qualified domestic relations order as defined in Code Section 414(p), at any time,
irrespective of whether the Participant has attained his earliest retirement age, as defined in Code Section 414(p), under the
Plan. A distribution to an Alternate Payee before the Participant has attained his earliest retirement age is available only if
the order specifies that distribution shall be made prior to the earliest retirement age or allows the Alternate Payee to elect
a distribution prior to the earliest retirement age.


 




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Nothing in this section
shall permit a Participant to receive a distribution at a time otherwise not permitted under the Plan nor shall it permit the Alternate
Payee to receive a form of payment not permitted under the Plan.


 


The benefit payable to
an Alternate Payee shall be subject to the provisions of the SMALL AMOUNTS SECTION of Article X, as they apply to the Participant.


 


The Plan Administrator
shall establish reasonable procedures to determine the qualified status of a domestic relations order. Upon receiving a domestic
relations order, the Plan Administrator shall promptly notify the Participant and each Alternate Payee named in the order, in writing,
of the receipt of the order and the Plan’s procedures for determining the qualified status of the order. Within a reasonable
period of time after receiving the domestic relations order, the Plan Administrator shall determine the qualified status of the
order and shall notify the Participant and each Alternate Payee, in writing, of its determination. The Plan Administrator shall
provide notice under this paragraph by mailing to the individual’s address specified in the domestic relations order, or
in a manner consistent with Department of Labor regulations. The Plan Administrator may treat as qualified any domestic relations
order entered before January 1, 1985, irrespective of whether it satisfies all the requirements described in Code Section 414(p).


 


If any portion of the Participant’s
Vested Account is payable during the period the Plan Administrator is making its determination of the qualified status of the domestic
relations order, a separate accounting shall be made of the amount payable. If the Plan Administrator determines the order is a
qualified domestic relations order within 18 months of the date amounts are first payable following receipt of the order, the payable
amounts shall be distributed in accordance with the order. If the Plan Administrator does not make its determination of the qualified
status of the order within the 18-month determination period, the payable amounts shall be distributed in the manner the Plan would
distribute if the order did not exist and the order shall apply prospectively if the Plan Administrator later determines the order
is a qualified domestic relations order.


 


The Plan shall make payments
or distributions required under this section by separate benefit checks or other separate distribution to the Alternate Payee(s).


 


ARTICLE
VI



DISTRIBUTION OF BENEFITS


 


SECTION
6.01—AUTOMATIC FORMS OF DISTRIBUTION.


 


Unless an optional form
of benefit is selected pursuant to a qualified election within the election period (see the ELECTION PROCEDURES SECTION of this
article), the automatic form of benefit payable to or on behalf of a Participant is determined as follows:


 


		(a)	Retirement Benefits. The automatic form of retirement benefit for a Participant who does
not die before his Annuity Starting Date shall be a single sum payment.



 




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		(b)	Death Benefits. The automatic form of death benefit for a Participant who dies before his
Annuity Starting Date shall be a single sum payment to the Participant’s Beneficiary.



 


SECTION
6.02—OPTIONAL FORMS OF DISTRIBUTION.


 


		(a)	Retirement Benefits. The optional forms of retirement benefit shall be a single sum payment
(including partial distributions), and a distribution in kind for the portion of a Participant’s Account held in the Qualifying
Employer Securities Fund.



 


Election of an optional form is subject
to the qualified election provisions of the ELECTION PROCEDURES SECTION of this article and the distribution requirements of Article
VII.


 


		(b)	Death Benefits. The optional form of death benefit is a single sum payment.



 


Election of an optional form is subject to
the qualified election provisions of the ELECTION PROCEDURES SECTION of this article and the distribution requirements of Article
VII.


 


SECTION
6.03—ELECTION PROCEDURES.


 


The Participant or Beneficiary
shall make any election under this section in writing. The Plan Administrator may require such individual to complete and sign
any necessary documents as to the provisions to be made. Any election permitted under (a) and (b) below shall be subject to the
qualified election provisions of (c) below.


 


		(a)	Retirement Benefits. A Participant may elect his Beneficiary and may elect to have retirement
benefits distributed under any of the optional forms of retirement benefit available in the OPTIONAL FORMS OF DISTRIBUTION SECTION
of this article.



 


		(b)	Death Benefits. A Participant may elect his Beneficiary and may elect to have death benefits
distributed under any of the optional forms of death benefit available in the OPTIONAL FORMS OF DISTRIBUTION SECTION of this article.



 


If the Participant has not elected
an optional form of distribution for the death benefit payable to his Beneficiary, the Beneficiary may, for his own benefit, elect
the form of distribution, in like manner as a Participant.


 


		(c)	Qualified Election. The Participant or Beneficiary may make an election at any time during
the election period. The Participant or Beneficiary may revoke the election made (or make a new election) at any time and any number
of times during the election period. An election is effective only if it meets the consent requirements below.



 


		(1)	Election Period for Retirement Benefits. The Participant may make an election as to retirement
benefits at any time before the Annuity Starting Date.



 




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		(2)	Election Period for Death Benefits. A Participant may make an election as to death benefits
at any time before he dies. The Beneficiary’s election period begins on the date the Participant dies and ends on the date
benefits begin.



 


		(3)	Consent to Election. If the Participant’s Vested Account exceeds $1,000, any benefit
that is immediately distributable requires the consent of the Participant.



 


The consent of the Participant to
a benefit that is immediately distributable must not be made before the date the Participant is provided with the notice of the
ability to defer the distribution. Such consent shall be in writing.


 


The consent shall not be made more
than 180 days before the Annuity Starting Date. The consent of the Participant shall not be required to the extent that a distribution
is required to satisfy Code Section 401(a)(9) or 415.


 


In addition, upon termination of
this Plan, if the Plan does not offer an annuity option (purchased from a commercial provider), and if the Employer (or any entity
within the same Controlled Group) does not maintain another defined contribution plan (other than an employee stock ownership plan
as defined in Code Section 4975(e)(7)), the Participant’s Account balance will, without the Participant’s consent,
be distributed to the Participant. However, if any entity within the same Controlled Group maintains another defined contribution
plan (other than an employee stock ownership plan as defined in Code Section 4975(e)(7)) the Participant’s Account will be
transferred, without the Participant’s consent, to the other plan if the Participant does not consent to an immediate distribution.


 


A benefit is immediately distributable
if any part of the benefit could be distributed to the Participant before the Participant attains the older of Normal Retirement
Age or age 62.


 


Spousal consent is needed to name
a Beneficiary other than the Participant’s spouse. If the Participant names a Beneficiary other than his spouse, the spouse
has the right to limit consent only to a specific Beneficiary. The spouse can relinquish such right. Such consent shall be in writing.
The spouse’s consent shall be witnessed by a plan representative or notary public. The spouse’s consent must acknowledge
the effect of the election, including that the spouse had the right to limit consent only to a specific Beneficiary and that the
relinquishment of such right was voluntary. Unless the consent of the spouse expressly permits designations by the Participant
without a requirement of further consent by the spouse, the spouse’s consent must be limited to the Beneficiary, class of
Beneficiaries, or contingent Beneficiary named in the election.


 




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Spousal consent is not required,
however, if the Participant establishes to the satisfaction of the plan representative that the consent of the spouse cannot be
obtained because there is no spouse or the spouse cannot be located. A spouse’s consent under this paragraph shall not be
valid with respect to any other spouse. A Participant may revoke a prior election without the consent of the spouse. Any new election
will require a new spousal consent, unless the consent of the spouse expressly permits such election by the Participant without
further consent by the spouse. A spouse’s consent may be revoked at any time within the Participant’s election period.


 


SECTION
6.04—NOTICE REQUIREMENTS.


 


Optional Forms of Retirement
Benefit and Right to Defer. The Plan Administrator shall furnish to the Participant a written explanation of the right of the
Participant to defer distribution until such time it is no longer immediately distributable. Such notice shall include a written
explanation of the optional forms of retirement benefit in the OPTIONAL FORMS OF DISTRIBUTION SECTION of this article, including
a general description of the material features of these options.


 


The Plan Administrator
shall furnish the written explanation by a method reasonably calculated to reach the attention of the Participant no less than
30 days, and no more than 180 days, before the Annuity Starting Date.


 


However, distribution may
begin less than 30 days after the notice described in this subparagraph is given, provided the Plan Administrator clearly informs
the Participant that he has a right to a period of at least 30 days after receiving the notice to consider the decision of whether
or not to elect a distribution (and if applicable, a particular distribution option), and the Participant, after receiving the
notice, affirmatively elects a distribution.


 




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ARTICLE
VII



REQUIRED MINIMUM DISTRIBUTIONS


 


SECTION
7.01—APPLICATION.


 


The optional forms of distribution
are only those provided in Article VI. An optional form of distribution shall not be permitted unless it meets the requirements
of this article. The timing of any distribution must meet the requirements of this article.


 


SECTION
7.02—DEFINITIONS.


 


For purposes of this article, the
following terms are defined:


 


Distribution Calendar Year means
a calendar year for which a minimum distribution is required. For distributions beginning before the Participant’s death,
the first Distribution Calendar Year is the calendar year immediately preceding the calendar year that contains the Participant’s
Required Beginning Date. For distributions beginning after the Participant’s death, the first Distribution Calendar Year
is the calendar year in which distributions are required to begin under (b)(2) of the REQUIRED MINIMUM DISTRIBUTIONS SECTION of
this article. The required minimum distribution for the Participant’s first Distribution Calendar Year will be made on or
before the Participant’s Required Beginning Date. The required minimum distribution for other Distribution Calendar Years,
including the required minimum distribution for the Distribution Calendar Year in which the Participant’s Required Beginning
Date occurs, will be made on or before December 31 of that Distribution Calendar Year.


 


5-percent Owner means a Participant
who is treated as a 5-percent Owner for purposes of this article. A Participant is treated as a 5-percent Owner for purposes of
this article if such Participant is a 5 percent owner as defined in Code Section 416 at any time during the Plan Year ending with
or within the calendar year in which such owner attains age 70 1/2.


 


Once distributions have begun to
a 5-percent Owner under this article, they must continue to be distributed, even if the Participant ceases to be a 5-percent Owner
in a subsequent year.


 


Life Expectancy means life
expectancy as computed by use of the Single Life Table in Q&A-1 in section 1.401(a)(9)-9 of the regulations.


 


Participant’s Account Balance
means the Account balance as of the last Valuation Date in the calendar year immediately preceding the Distribution Calendar
Year (valuation calendar year) increased by the amount of any contributions made and allocated or forfeitures allocated to the
Account as of dates in the valuation calendar year after the Valuation Date and decreased by distributions made in the valuation
calendar year after the Valuation Date. The Account balance for the valuation calendar year includes any amounts rolled over or
transferred to the Plan either in the valuation calendar year or in the Distribution Calendar Year if distributed or transferred
in the valuation calendar year.


 




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Required Beginning Date means,
for a Participant who is a 5-percent Owner, April 1 of the calendar year following the calendar year in which he attains age 70
1/2.


 


Required Beginning Date means, for
any Participant who is not a 5-percent Owner, April 1 of the calendar year following the later of the calendar year in which he
attains age 70 1/2 or the calendar year in which he retires.


 


The preretirement age 70 1/2 distribution option
is only eliminated with respect to Participants who reach age 70 1/2 in or after a calendar year that begins after the later of
December 31, 1998, or the adoption date of the amendment which eliminated such option. The preretirement age 70 1/2 distribution
option is an optional form of benefit under which benefits payable in a particular distribution form (including any modifications
that may be elected after benefits begin) begin at a time during the period that begins on or after January 1 of the calendar year
in which the Participant attains age 70 1/2 and ends April 1 of the immediately following calendar year.


 


The options available for Participants who
are not 5-percent Owners and attained age 70 1/2 in calendar years before the calendar year that begins after the later of December
31, 1998, or the adoption date of the amendment which eliminated the preretirement age 70 1/2 distribution option shall be the
following. Any such Participant attaining age 70 1/2 in years after 1995 may elect by April 1 of the calendar year following the
calendar year in which he attained age 70 1/2 (or by December 31, 1997 in the case of a Participant attaining age 70 1/2 in 1996)
to defer distributions until April 1 of the calendar year following the calendar year in which he retires. If no such election
is made, the Participant shall begin receiving distributions by April 1 of the calendar year following the year in which he attained
age 70 1/2 (or by December 31, 1997 in the case of a Participant attaining age 70 1/2 in 1996). Any such Participant attaining
age 70 1/2 in years prior to 1997 may elect to stop distributions that are not purchased annuities and recommence by April 1 of
the calendar year following the calendar year in which he retires. There shall be a new Annuity Starting Date upon recommencement.


 


SECTION
7.03—REQUIRED MINIMUM DISTRIBUTIONS.


 


		(a)	General Rules.



 


		(1)	The requirements of this article shall apply to any distribution of a Participant’s interest
and will take precedence over any inconsistent provisions of this Plan. Unless otherwise specified, the provisions of this article
apply to calendar years beginning after December 31, 2002.



 


		(2)	All distributions required under this article shall be determined and made in accordance with the
regulations under Code Section 401(a)(9), including the incidental death benefit requirement in Code Section 401(a)(9)(G), and
the regulations thereunder.



 




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		(b)	Time and Manner of Distribution.



 


		(1)	Required Beginning Date. The Participant’s entire interest will be distributed, or
begin to be distributed, to the Participant no later than the Participant’s Required Beginning Date.



 


		(2)	Death of Participant Before Distributions Begin. If the Participant dies before distributions
begin, the Participant’s entire interest will be distributed, or begin to be distributed, no later than as follows:



 


		(i)	If the Participant’s surviving spouse is the Participant’s sole Designated Beneficiary,
distributions to the surviving spouse will begin by December 31 of the calendar year immediately following the calendar year in
which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 70 1/2, if
later, except to the extent that an election is made to receive distributions in accordance with the 5-year rule under (e) below.
Under the 5-year rule, the Participant’s entire interest will be distributed to the Designated Beneficiary by December 31
of the calendar year containing the fifth anniversary of the Participant’s death.



 


		(ii)	If the Participant’s surviving spouse is not the Participant’s sole Designated Beneficiary,
distributions to the Designated Beneficiary will begin by December 31 of the calendar year immediately following the calendar year
in which the Participant died, except to the extent that an election is made to receive distributions in accordance with the 5-year
rule under (e) below. Under the 5-year rule, the Participant’s entire interest will be distributed to the Designated Beneficiary
by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.



 


		(iii)	If there is no Designated Beneficiary as of September 30 of the year following the year of the
Participant’s death, the Participant’s entire interest will be distributed by December 31 of the calendar year containing
the fifth anniversary of the Participant’s death.



 


		(iv)	If the Participant’s surviving spouse is the Participant’s sole Designated Beneficiary
and the surviving spouse dies after the Participant but before distributions to the surviving spouse are required to begin, this
(b)(2), other than (b)(2)(i), will apply as if the surviving spouse were the Participant.



 


For purposes of this (b)(2) and
(d) below, unless (b)(2)(iv) above applies, distributions are considered to begin on the Participant’s Required Beginning
Date. If (b)(2)(iv) above applies, distributions are considered to begin on the date distributions are required to begin to the
surviving spouse under (b)(2)(i) above. If distributions under an annuity purchased from an insurance company irrevocably commence
to the Participant before the Participant’s Required Beginning Date (or to the Participant’s surviving spouse before
the date distributions are required to begin to the surviving spouse under (b)(2)(i) above), the date distributions are considered
to begin is the date distributions actually commence.


 




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		(3)	Forms of Distribution. Unless the Participant’s interest is distributed in the form
of an annuity purchased from an insurance company or in a single sum on or before the Required Beginning Date, as of the first
Distribution Calendar Year distributions will be made in accordance with (c) and (d) below. If the Participant’s interest
is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance
with the requirements of Code Section 401(a)(9) and the regulations thereunder.



 


		(c)	Required Minimum Distributions During Participant’s Lifetime.



 


		(1)	Amount of Required Minimum Distribution For Each Distribution Calendar Year. During the
Participant’s lifetime, the minimum amount that will be distributed for each Distribution Calendar Year is the lesser of:



 


		(i)	the quotient obtained by dividing the Participant’s Account Balance by the distribution period
in the Uniform Lifetime Table set forth in Q&A-2 in section 1.401(a)(9)-9 of the regulations, using the Participant’s
age as of the Participant’s birthday in the Distribution Calendar Year; or



 


		(ii)	if the Participant’s sole Designated Beneficiary for the Distribution Calendar Year is the
Participant’s spouse, the quotient obtained by dividing the Participant’s Account Balance by the number in the Joint
and Last Survivor Table set forth in Q&A-3 in section 1.401(a)(9)-9 of the regulations, using the Participant’s and spouse’s
attained ages as of the Participant’s and spouse’s birthdays in the Distribution Calendar Year.



 


		(2)	Lifetime Required Minimum Distributions Continue Through Year of Participant’s Death.
Required minimum distributions will be determined under this (c) beginning with the first Distribution Calendar Year and continuing
up to, and including, the Distribution Calendar Year that includes the Participant’s date of death.



 


		(d)	Required Minimum Distributions After Participant’s Death.



 


		(1)	Death On or After Date Distributions Begin.



 


		(i)	Participant Survived by Designated Beneficiary. If the Participant dies on or after the
date distributions begin and there is a Designated Beneficiary, the minimum amount that will be distributed for each Distribution
Calendar Year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s Account
Balance by the longer of the remaining Life Expectancy of the Participant or the remaining Life Expectancy of the Participant’s
Designated Beneficiary, determined as follows:



 






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		A.	The Participant’s remaining Life Expectancy is calculated using the age of the Participant
in the year of death, reduced by one for each subsequent year.



 


		B.	If the Participant’s surviving spouse is the Participant’s sole Designated Beneficiary,
the remaining Life Expectancy of the surviving spouse is calculated for each Distribution Calendar Year after the year of the Participant’s
death using the surviving spouse’s age as of the spouse’s birthday in that year. For Distribution Calendar Years after
the year of the surviving spouse’s death, the remaining Life Expectancy of the surviving spouse is calculated using the age
of the surviving spouse as of the spouse’s birthday in the calendar year of the spouse’s death, reduced by one for
each subsequent calendar year.



 


		C.	If the Participant’s surviving spouse is not the Participant’s sole Designated Beneficiary,
the Designated Beneficiary’s remaining Life Expectancy is calculated using the age of the Beneficiary in the year following
the year of the Participant’s death, reduced by one for each subsequent year.



 


		(ii)	No Designated Beneficiary. If the Participant dies on or after the date distributions begin
and there is no Designated Beneficiary as of September 30 of the year after the year of the Participant’s death, the minimum
amount that will be distributed for each Distribution Calendar Year after the year of the Participant’s death is the quotient
obtained by dividing the Participant’s Account Balance by the Participant’s remaining Life Expectancy calculated using
the age of the Participant in the year of death, reduced by one for each subsequent year.



 


		(2)	Death Before Date Distributions Begin.



 


		(i)	Participant Survived by Designated Beneficiary. If the Participant dies before the date
distributions begin and there is a Designated Beneficiary, the minimum amount that will be distributed for each Distribution Calendar
Year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s Account Balance
by the remaining Life Expectancy of the Participant’s Designated Beneficiary, determined as provided in (d)(1) above, except
to the extent that an election is made to receive distributions in accordance with the 5-year rule under (e) below. Under the 5-year
rule, the Participant’s entire interest will be distributed to the Designated Beneficiary by December 31 of the calendar
year containing the fifth anniversary of the Participant’s death.



 




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		(ii)	No Designated Beneficiary. If the Participant dies before the date distributions begin and
there is no Designated Beneficiary as of September 30 of the year following the year of the Participant’s death, distribution
of the Participant’s entire interest will be completed by December 31 of the calendar year containing the fifth anniversary
of the Participant’s death.



 


		(iii)	Death of Surviving Spouse Before Distributions to Surviving Spouse Are Required to Begin.
If the Participant dies before the date distributions begin, the Participant’s surviving spouse is the Participant’s
sole Designated Beneficiary, and the surviving spouse dies before distributions are required to begin to the surviving spouse under
(b)(2)(i) above, this (d)(2) will apply as if the surviving spouse were the Participant.



 


		(e)	Election of 5-year Rule. Participants or Beneficiaries may elect on an individual basis
whether the 5-year rule in (b)(2) and (d)(2) above applies to distributions after the death of a Participant who has a Designated
Beneficiary. The election must be made no later than the earlier of September 30 of the calendar year in which the distribution
would be required to begin under (b)(2) above if no such election is made, or by September 30 of the calendar year which contains
the fifth anniversary of the Participant’s (or, if applicable, surviving spouse’s) death.



 


SECTION
7.04—TEFRA SECTION 242(b)(2) ELECTIONS.


 


		(a)	Notwithstanding the other requirements of this article, distribution on behalf of any Participant,
including a 5-percent Owner, who has made a designation under section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act
(a section 242(b)(2) election) may be made in accordance with all of the following requirements (regardless of when such distribution
commences):



 


		(1)	The distribution by the Plan is one that would not have disqualified such Plan under Code Section
401(a)(9) as in effect prior to amendment by the Deficit Reduction Act of 1984.



 


		(2)	The distribution is in accordance with a method of distribution designated by the Participant whose
interest in the Plan is being distributed or, if the Participant is deceased, by a Beneficiary of such Participant.



 


		(3)	Such designation was in writing, was signed by the Participant or the Beneficiary, and was made
before January 1, 1984.



 


		(4)	The Participant had accrued a benefit under the Plan as of December 31, 1983.



 




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		(5)	The method of distribution designated by the Participant or the Beneficiary specifies the time
at which distribution will commence, the period over which distributions will be made, and in the case of any distribution upon
the Participant’s death, the Beneficiaries of the Participant listed in order of priority.



 


		(b)	A distribution upon death will not be covered by this transitional rule unless the information
in the designation contains the required information described above with respect to the distributions to be made upon the death
of the Participant.



 


		(c)	For any distribution which commences before January 1, 1984, but continues after December 31, 1983,
the Participant, or the Beneficiary, to whom such distribution is being made, will be presumed to have designated the method of
distribution under which the distribution is being made if the method of distribution was specified in writing and the distribution
satisfies the requirements in (a)(1) and (5) above.



 


		(d)	If a designation is revoked, any subsequent distribution must satisfy the requirements of Code
Section 401(a)(9) and the regulations thereunder. If a designation is revoked subsequent to the date distributions are required
to begin, the Plan must distribute by the end of the calendar year following the calendar year in which the revocation occurs the
total amount not yet distributed which would have been required to have been distributed to satisfy Code Section 401(a)(9) and
the regulations thereunder, but for the section 242(b)(2) election. For calendar years beginning after December 31, 1988, such
distributions must meet the minimum distribution incidental benefit requirements. Any changes in the designation will be considered
to be a revocation of the designation. However, the mere substitution or addition of another Beneficiary (one not named in the
designation) under the designation will not be considered to be a revocation of the designation, so long as such substitution or
addition does not alter the period over which distributions are to be made under the designation, directly or indirectly (for example,
by altering the relevant measuring life).



 


		(e)	In the case in which an amount is transferred or rolled over from one plan to another plan, the
rules in Q&A-14 and Q&A-15 in section 1.401(a)(9)-8 of the regulations shall apply.



 




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ARTICLE
VIII



TERMINATION OF THE PLAN


 


The Employer expects
to continue the Plan indefinitely but reserves the right to terminate the Plan in whole or in part at any time upon giving written
notice to all parties concerned.


 


The Account of each
Participant shall be 100% vested and nonforfeitable as of the effective date of the complete termination of the Plan. The Account
of each Participant shall also be 100% vested and nonforfeitable upon complete discontinuance of Contributions as of the effective
date of the amendment to cease Contributions or the date determined by the Internal Revenue Service. Further, the Account of each
Participant who is included in the group of Participants deemed to be affected by a partial termination of the Plan (as determined
by the Plan Administrator or a governmental entity authorized to make such determination) shall be 100% vested and nonforfeitable
as of the effective date of such event. The Participant’s Vested Account shall continue to participate in the earnings credited,
expenses charged, and any appreciation or depreciation of the Investment Fund until his Vested Account is distributed.


 


A Participant’s
Vested Account that does not result from the Contributions listed below may be distributed to the Participant after the effective
date of the complete termination of the Plan:


 


Elective Deferral Contributions


Qualified Matching Contributions


Qualified Nonelective Contributions


 


A Participant’s Vested Account resulting
from such Contributions may be distributed upon complete termination of the Plan, but only if neither the Employer nor any Controlled
Group member maintain another defined contribution plan (other than an employee stock ownership plan as defined in Code Section
4975(e)(7) or 409(a), a simplified employee pension plan as defined in Code Section 408(k), a SIMPLE IRA plan as defined in Code
Section 408(p), a plan or contract that satisfies the requirements of Code Section 403(b), or a plan described in Code Section
457(b) or (f)) at any time during the period beginning on the date of complete termination of the Plan and ending 12 months after
all assets have been distributed from the Plan. Such distribution is made in a lump sum. A distribution under this article shall
be a retirement benefit and shall be distributed to the Participant according to the provisions of Article VI.


 


The Participant’s
entire Vested Account shall be paid in a single sum to the Participant as of the effective date of complete termination of the
Plan if (i) the requirements for distribution of Elective Deferral Contributions in the above paragraph are met and (ii) consent
of the Participant is not required in the ELECTION PROCEDURES SECTION of Article VI to distribute a benefit that is immediately
distributable. This is a small amounts payment. The small amounts payment is in full settlement of all benefits otherwise payable.


 


Upon complete termination
of the Plan, no more Employees shall become Participants and no more Contributions shall be made.


 


The assets of this
Plan shall not be paid to the Employer at any time, except that, after the satisfaction of all liabilities under the Plan, any
assets remaining may be paid to the Employer. The payment may not be made if it would contravene any provision of law.


 




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ARTICLE
IX



ADMINISTRATION OF THE PLAN


 


SECTION
9.01—ADMINISTRATION.


 


Subject to the provisions
of this article, the Plan Administrator has complete control of the administration of the Plan. The Plan Administrator has all
the powers necessary for it to properly carry out its administrative duties. Not in limitation, but in amplification of the foregoing,
the Plan Administrator has complete discretion to construe or interpret the provisions of the Plan, including ambiguous provisions,
if any, and to determine all questions that may arise under the Plan, including all questions relating to the eligibility of Employees
to participate in the Plan and the amount of benefit to which any Participant or Beneficiary may become entitled. The Plan Administrator’s
decisions upon all matters within the scope of its authority shall be final.


 


Unless otherwise set
out in the Plan or Annuity Contract, the Plan Administrator may delegate recordkeeping and other duties which are necessary to
assist it with the administration of the Plan to any person or firm which agrees to accept such duties. The Plan Administrator
shall be entitled to rely upon all tables, valuations, certificates and reports furnished by the consultant or actuary appointed
by the Plan Administrator and upon all opinions given by any counsel selected or approved by the Plan Administrator.


 


The Plan Administrator
shall receive all claims for benefits by Participants, former Participants and Beneficiaries. The Plan Administrator shall determine
all facts necessary to establish the right of any Claimant to benefits and the amount of those benefits under the provisions of
the Plan. The Plan Administrator may establish rules and procedures to be followed by Claimants in filing claims for benefits,
in furnishing and verifying proofs necessary to determine age, and in any other matters required to administer the Plan.


 


SECTION
9.02—EXPENSES.


 


Expenses of the Plan,
to the extent that the Employer does not pay such expenses, may be paid out of the assets of the Plan provided that such payment
is consistent with ERISA. Expenses of the Plan will be paid in accordance with the most recent service and expense agreement or
such other documents duly entered into by or with regard to the Plan that govern such matters. Such expenses include, but are not
limited to, expenses for bonding required by ERISA; expenses for recordkeeping and other administrative services; fees and expenses
of the Trustee or Annuity Contract; expenses for investment education service; and direct costs that the Employer incurs with respect
to the Plan. Expenses that relate solely to a specific Participant or Alternate Payee may be assessed against such Participant
or Alternate Payee as provided in the service and expense agreement or such other documents duly entered into by or with regard
to the Plan that govern such matters.


 




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SECTION
9.03—RECORDS.


 


All acts and determinations
of the Plan Administrator shall be duly recorded. All these records, together with other documents necessary for the administration
of the Plan, shall be preserved in the Plan Administrator’s custody.


 


Writing (handwriting,
typing, printing), photostating, photographing, microfilming, magnetic impulse, mechanical or electrical recording, or other forms
of data compilation shall be acceptable means of keeping records.


 


SECTION
9.04—INFORMATION AVAILABLE.


 


Any Participant in
the Plan or any Beneficiary may examine copies of the Plan description, latest annual report, any bargaining agreement, this Plan,
the Annuity Contract, or any other instrument under which the Plan was established or is operated. The Plan Administrator shall
maintain all of the items listed in this section in its office, or in such other place or places as it may designate in order to
comply with governmental regulations. These items may be examined during reasonable business hours. Upon the written request of
a Participant or Beneficiary receiving benefits under the Plan, the Plan Administrator shall furnish him with a copy of any of
these items. The Plan Administrator may make a reasonable charge to the requesting person for the copy.


 


SECTION
9.05—CLAIM PROCEDURES.


 


A Claimant must submit
any necessary forms and needed information when making a claim for benefits under the Plan.


 


If a claim for benefits
under the Plan is wholly or partially denied, the Plan Administrator shall provide adequate written notice to the Claimant whose
claim for benefits under the Plan has been denied. The notice must be furnished within 90 days of the date that the claim is received
by the Plan without regard to whether all of the information necessary to make a benefit determination is received. The Claimant
shall be notified in writing within this initial 90-day period if special circumstances require an extension of the time needed
to process the claim. The notice shall indicate the special circumstances requiring an extension of time and the date by which
the Plan Administrator’s decision is expected to be rendered. In no event shall such extension exceed a period of 90 days
from the end of the initial 90-day period.


 


The Plan Administrator’s
notice to the Claimant shall: (i) specify the reason or reasons for the denial; (ii) reference the specific Plan provisions on
which the denial is based; (iii) describe any additional material and information needed for the Claimant to perfect his claim
for benefits; (iv) explain why the material and information is needed; and (v) inform the Claimant of the Plan’s appeal procedures
and the time limits applicable to such procedures, including a statement of the Claimant’s right to bring a civil action
under ERISA section 502(a) following an adverse benefit determination on appeal.


 




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Any appeal made by
a Claimant must be made in writing to the Plan Administrator within 60 days after receipt of the Plan Administrator’s notice
of denial of benefits. If the Claimant appeals to the Plan Administrator, the Claimant may submit written comments, documents,
records, and other information relating to the claim for benefits. The Claimant shall be provided, upon request and free of charge,
reasonable access to, and copies of, all documents, records, and other information relevant to the Claimant’s claim for benefits.
The Plan Administrator shall review the claim taking into account all comments, documents, records, and other information submitted
by the Claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit
determination.


 


The Plan Administrator
shall provide adequate written notice to the Claimant of the Plan’s benefit determination on review. The notice must be furnished
within 60 days of the date that the request for review is received by the Plan without regard to whether all of the information
necessary to make a benefit determination on review is received. The Claimant shall be notified in writing within this initial
60-day period if special circumstances require an extension of the time needed to process the claim. The notice shall indicate
the special circumstances requiring an extension of time and the date by which the Plan Administrator expects to render the determination
on review. In no event shall such extension exceed a period of 60 days from the end of the initial 60-day period.


 


In the event the benefit
determination is being made by a committee or board of trustees that hold regularly scheduled meetings at least quarterly, the
above paragraph shall not apply. The benefit determination must be made by the date of the meeting of the committee or board that
immediately follows the Plan’s receipt of a request for review, unless the request for review is filed within 30 days preceding
the date of such meeting. In such case, the benefit determination must be made by the date of the second meeting following the
Plan’s receipt of the request for review. The date of the receipt of the request for review shall be determined without regard
to whether all of the information necessary to make a benefit determination on review is received. The Claimant shall be notified
in writing within this initial period if special circumstances require an extension of the time needed to process the claim. The
notice shall indicate the special circumstances requiring an extension of time and the date by which the committee or board expects
to render the determination on review. In no event shall such benefit determination be made later than the third meeting of the
committee or board following the Plan’s receipt of the request for review. The Plan Administrator shall provide adequate
written notice to the Claimant of the Plan’s benefit determination on review as soon as possible, but not later than five
days after the benefit determination is made.


 


If the claim for benefits
is wholly or partially denied on review, the Plan Administrator’s notice to the Claimant shall: (i) specify the reason or
reasons for the denial; (ii) reference the specific Plan provisions on which the denial is based; (iii) include a statement that
the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records,
and other information relevant to the Claimant’s claim for benefits; and (iv) include a statement of the Claimant’s
right to bring a civil action under ERISA section 502(a).


 


A Claimant may authorize
a representative to act on the Claimant’s behalf with respect to a benefit claim or appeal of an adverse benefit determination.
Such authorization shall be made by completion of a form furnished for that purpose. In the absence of any contrary direction from
the Claimant, all information and notifications to which the Claimant is entitled shall be directed to the authorized representative.


 




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The Plan Administrator
shall perform periodic examinations, reviews, or audits of benefit claims to determine whether claims determinations are made in
accordance with the governing Plan documents and, where appropriate, Plan provisions have been consistently applied with respect
to similarly situated Claimants.


 


SECTION
9.06—DELEGATION OF AUTHORITY.


 


All or any part of
the administrative duties and responsibilities under this article may be delegated by the Plan Administrator to a retirement committee.
The duties and responsibilities of the retirement committee shall be set out in a separate written agreement.


 


SECTION
9.07—EXERCISE OF DISCRETIONARY AUTHORITY.


 


The Employer, Plan
Administrator, and any other person or entity who has authority with respect to the management, administration, or investment of
the Plan may exercise that authority in its/his full discretion, subject only to the duties imposed under ERISA. This discretionary
authority includes, but is not limited to, the authority to make any and all factual determinations and interpret all terms and
provisions of the Plan documents relevant to the issue under consideration. The exercise of authority will be binding upon all
persons.


 


SECTION
9.08—TRANSACTION PROCESSING.


 


Transactions (including,
but not limited to, investment directions, trades, loans, and distributions) shall be processed as soon as administratively practicable
after proper directions are received from the Participant or other parties. No guarantee is made by the Plan, Plan Administrator,
Trustee, Insurer, or Employer that such transactions will be processed on a daily or other basis, and no guarantee is made in any
respect regarding the processing time of such transactions.


 


Notwithstanding any
other provision of the Plan, the Employer, the Plan Administrator, or the Trustee reserves the right to not value an investment
option on any given Valuation Date for any reason deemed appropriate by the Employer, the Plan Administrator, or the Trustee.


 


Administrative practicality
will be determined by legitimate business factors (including, but not limited to, failure of systems or computer programs, failure
of the means of the transmission of data, force majeure, the failure of a service provider to timely receive values or prices,
and correction for errors or omissions or the errors or omissions of any service provider) and in no event will be deemed to be
less than 14 days. The processing date of a transaction shall be binding for all purposes of the Plan and considered the applicable
Valuation Date for any transaction.


 




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ARTICLE
X



GENERAL PROVISIONS


 


SECTION
10.01—AMENDMENTS.


 


The Employer may amend
this Plan at any time, including any remedial retroactive changes (within the time specified by Internal Revenue Service regulations),
to comply with any law or regulation issued by any governmental agency to which the Plan is subject.


 


An amendment may not
allow reversion or diversion of Plan assets to the Employer at any time, except as may be required to comply with any law or regulation
issued by any governmental agency to which the Plan is subject.


 


An amendment may not
eliminate or reduce a section 411(d)(6) protected benefit, as defined in Q&A-1 in section 1.411(d)-4 of the regulations, that
has already accrued, except as provided in section 1.411(d)-3 or 1.411(d)-4 of the regulations. This is generally the case even
if such elimination or reduction is contingent upon the Employee’s consent. However, the Plan may be amended to eliminate
or reduce section 411(d)(6) protected benefits with respect to benefits not yet accrued as of the later of the amendment’s
adoption date or effective date without violating Code Section 411(d)(6).


 


No amendment to the
Plan shall be effective to eliminate or restrict an optional form of benefit. The preceding sentence shall not apply to a Plan
amendment that eliminates or restricts the ability of a Participant to receive payment of his Account balance under a particular
optional form of benefit if the amendment provides a single sum distribution form that is otherwise identical to the optional form
of benefit being eliminated or restricted. For this purpose, a single sum distribution form is otherwise identical only if the
single sum distribution form is identical in all respects to the eliminated or restricted optional form of benefit (or would be
identical except that it provides greater rights to the Participant) except with respect to the timing of payments after commencement.


 


If, as a result of
an amendment, an Employer Contribution is removed that is not 100% immediately vested when made, the applicable vesting schedule
in effect as of the last day such Contributions were permitted shall remain in effect with respect to that part of the Participant’s
Account resulting from such Contributions. The Participant shall not become immediately 100% vested in such Contributions as a
result of the elimination of such Contribution except as otherwise specifically provided in the Plan.


 


An amendment shall
not decrease a Participant’s vested interest in the Plan. If an amendment to the Plan changes the computation of the percentage
used to determine that portion of a Participant’s Account attributable to Employer Contributions which is nonforfeitable
(whether directly or indirectly), in the case of an Employee who is a Participant as of the later of the date such amendment or
change is adopted or the date it becomes effective, the nonforfeitable percentage (determined as of such date) of such Employee’s
right to his Account attributable to Employer Contributions shall not be less than the percentage computed under the Plan without
regard to such amendment or change. Furthermore, each Participant or former Participant


 




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		(a)	who has completed at least three Years of Service on the date the election period described below
ends (five Years of Service if the Participant does not have at least one Hour of Service in a Plan Year beginning after December
31, 1988) and



 


		(b)	whose nonforfeitable percentage will be determined on any date after the date of the change may
elect, during the election period, to have the nonforfeitable percentage of his Account resulting from Employer Contributions determined
without regard to the amendment. This election may not be revoked. If after the Plan is changed, the Participant’s nonforfeitable
percentage will at all times be as great as it would have been if the change had not been made, no election needs to be provided.
The election period shall begin no later than the date the Plan amendment is adopted and end no earlier than the 60th day after
the latest of the date the amendment is adopted or becomes effective, or the date the Participant is issued written notice of the
amendment by the Employer or the Plan Administrator.



 


With respect to a Participant’s
Account attributable to Employer Contributions accrued as of the later of the adoption or effective date of the amendment and earnings,
the vested percentage of each Participant will be the greater of the vested percentage under the old vesting schedule or the vested
percentage under the new vesting schedule.


 


SECTION
10.02—DIRECT ROLLOVERS.


 


Notwithstanding any
provision of the Plan to the contrary that would otherwise limit a Distributee’s election under this section, a Distributee
may elect, at the time and in the manner prescribed by the Plan Administrator, to have any portion of an Eligible Rollover Distribution
paid directly to an Eligible Retirement Plan specified by the Distributee in a Direct Rollover.


 


In the event of a Mandatory
Distribution of an Eligible Rollover Distribution greater than $1,000 in accordance with a small amounts payment under Article
VIII at complete termination of the Plan, if the Participant does not elect to have such distribution paid directly to an Eligible
Retirement Plan specified by the Participant in a Direct Rollover or to receive the distribution directly, the Plan Administrator
will pay the distribution in a Direct Rollover to an individual retirement plan designated by the Plan Administrator.


 


For purposes of determining
whether a Mandatory Distribution is greater than $1,000, a designated Roth account and all other accounts under the Plan shall
be treated as accounts held under two separate plans and shall not be combined, and Rollover Contributions shall be disregarded.


 


In the event of any
other Eligible Rollover Distribution to a Distributee in accordance with the SMALL AMOUNTS SECTION of this article (or which is
a small amounts payment under Article VIII at complete termination of the Plan), if the Distributee does not elect to have such
distribution paid directly to an Eligible Retirement Plan specified by the Distributee in a Direct Rollover or to receive the distribution
directly, the Plan Administrator will pay the distribution to the Distributee.


 




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SECTION
10.03—MERGERS AND DIRECT TRANSFERS.


 


The Plan may not be
merged or consolidated with, nor have its assets or liabilities transferred to, any other retirement plan, unless each Participant
in this Plan would (if that plan then terminated) receive a benefit immediately after the merger, consolidation, or transfer that
is equal to or greater than the benefit the Participant would have been entitled to receive immediately before the merger, consolidation,
or transfer (if this Plan had then terminated). The Employer may enter into merger agreements or direct transfer of assets agreements
with the employers under other retirement plans which are qualifiable under Code Section 401(a), including an elective transfer,
and may accept the direct transfer of plan assets, or may transfer plan assets, as a party to any such agreement. The Employer
shall not consent to, or be a party to a merger, consolidation, or transfer of assets with a defined benefit plan if such action
would result in a defined benefit feature being maintained under this Plan. The Employer will not transfer any amounts attributable
to elective deferral contributions, qualified matching contributions, qualified nonelective contributions, and contributions used
to satisfy Code Section 401(k)(13) safe harbors unless the transferee plan provides that the limitations of section 1.401(k)-1(d)
of the regulations shall apply to such amounts (including post-transfer earnings thereon), unless the amounts could have been distributed
at the time of the transfer (other than for hardships as described in the WITHDRAWAL BENEFITS SECTION of Article V or deemed severance
from employment, as described in the VESTED BENEFITS SECTION of Article V), and the transfer is an elective transfer described
in Q&A3(b)(1) in section 1.411(d)-4 of the regulations.


 


Notwithstanding any
provision of the Plan to the contrary, to the extent any optional form of benefit under the Plan permits a distribution prior to
the Employee’s retirement, death, disability, or Severance from Employment, and prior to plan termination, the optional form
of benefit is not available with respect to benefits attributable to assets (including the post-transfer earnings thereon) and
liabilities that are transferred, within the meaning of Code Section 414(l), to this Plan from a money purchase pension plan qualified
under Code Section 401(a) (other than any portion of those assets and liabilities attributable to voluntary employee contributions).
The limitations of section 1.401(k)-1(d) of the regulations applicable to elective deferral contributions, qualified matching contributions,
qualified nonelective contributions, and contributions used to satisfy Code Section 401(k)(13) safe harbors shall continue to apply
to any amounts attributable to such contributions (including post-transfer earnings thereon) transferred to this Plan, unless the
amounts could have been distributed at the time of the transfer (other than for hardships as described in the WITHDRAWAL BENEFITS
SECTION of Article V or deemed severance from employment, as described in the VESTED BENEFITS SECTION of Article V), and the transfer
is an elective transfer described in Q&A-3(b)(1) in section 1.411(d)-4 of the regulations.


 


The Plan may accept
a direct transfer of plan assets on behalf of an Eligible Employee. If the Eligible Employee is not an Active Participant when
the transfer is made, the Eligible Employee shall be deemed to be an Active Participant only for the purpose of investment and
distribution of the transferred assets. Employer Contributions shall not be made for or allocated to the Eligible Employee, until
the time he meets all of the requirements to become an Active Participant.


 




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The Plan shall hold,
administer, and distribute the transferred assets as a part of the Plan. The Plan shall maintain a separate account for the benefit
of the Employee on whose behalf the Plan accepted the transfer in order to reflect the value of the transferred assets.


 


A Participant’s
section 411(d)(6) protected benefits, as defined in Q&A-1 in section 1.411(d)-4 of the regulations, may not be eliminated by
reason of transfer or any transaction amending or having the effect of amending a plan or plans to transfer benefits except as
provided below.


 


A Participant’s
section 411(d)(6) protected benefits may be eliminated or reduced upon transfer between qualified defined contribution plans if
the conditions in Q&A-3(b)(1) in section 1.411(d)-4 of the regulations are met. The transfer must meet all of the other applicable
qualification requirements.


 


A Participant’s
section 411(d)(6) protected benefits may be eliminated or reduced if a transfer is an elective transfer of certain distributable
benefits between qualified plans (both defined benefit and defined contribution) and the conditions in Q&A-3(c)(1) in section
1.411(d)-4 of the regulations are met. The rules applicable to distributions under the plan would apply to the transfer, but the
transfer would not be treated as a distribution for purposes of the minimum distribution requirements of Code Section 401(a)(9).
If the Participant is eligible to receive an immediate distribution of his entire Vested Account in a single sum distribution that
would consist entirely of an eligible rollover distribution under Code Section 401(a)(31), such transfer will be accomplished as
a direct rollover under Code Section 401(a)(31).


 


SECTION
10.04—PROVISIONS RELATING TO THE INSURER AND OTHER PARTIES.


 


The obligations of
an Insurer shall be governed solely by the provisions of the Annuity Contract. The Insurer shall not be required to perform any
act not provided in or contrary to the provisions of the Annuity Contract. Each Annuity Contract when purchased shall comply with
the Plan. See the CONSTRUCTION SECTION of this article.


 


Any issuer or distributor
of investment contracts or securities is governed solely by the terms of its policies, written investment contract, prospectuses,
security instruments, and any other written agreements entered into with the Trustee with regard to such investment contracts or
securities.


 


Such Insurer, issuer
or distributor is not a party to the Plan, nor bound in any way by the Plan provisions. Such parties shall not be required to look
to the terms of this Plan, nor to determine whether the Employer, the Plan Administrator, the Trustee, or the Named Fiduciary have
the authority to act in any particular manner or to make any contract or agreement.


 




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Until notice of any
amendment or termination of this Plan or a change in Trustee has been received by the Insurer at its home office or an issuer or
distributor at their principal address, they are and shall be fully protected in assuming that the Plan has not been amended or
terminated and in dealing with any party acting as Trustee according to the latest information which they have received at their
home office or principal address.


 


SECTION
10.05—EMPLOYMENT STATUS.


 


Nothing contained in
this Plan gives an Employee the right to be retained in the Employer’s employ or to interfere with the Employer’s right
to discharge any Employee.


 


SECTION
10.06—RIGHTS TO PLAN ASSETS.


 


An Employee shall not
have any right to or interest in any assets of the Plan upon termination of employment or otherwise except as specifically provided
under this Plan, and then only to the extent of the benefits payable to such Employee according to the Plan provisions.


 


Any final payment or
distribution to a Participant or his legal representative or to any Beneficiaries of such Participant under the Plan provisions
shall be in full satisfaction of all claims against the Plan, the Named Fiduciary, the Plan Administrator, the Insurer, the Trustee,
and the Employer arising under or by virtue of the Plan.


 


SECTION
10.07—BENEFICIARY.


 


Each Participant may
name a Beneficiary to receive any death benefit that may arise out of his participation in the Plan. The Participant may change
his Beneficiary from time to time. Unless a qualified election has been made, for purposes of distributing any death benefits before
the Participant’s Retirement Date, the Beneficiary of a Participant who has a spouse shall be the Participant’s spouse.
The Participant’s Beneficiary designation and any change of Beneficiary shall be subject to the provisions of the ELECTION
PROCEDURES SECTION of Article VI.


 


It is the responsibility
of the Participant to give written notice to the Plan Administrator of the name of the Beneficiary on a form furnished for that
purpose. The Plan Administrator shall maintain records of Beneficiary designations for Participants before their Retirement Dates.
However, the Plan Administrator may delegate to another party the responsibility of maintaining records of Beneficiary designations.
In that event, the written designations made by Participants shall be filed with such other party. If a party other than the Insurer
maintains the records of Beneficiary designations and a Participant dies before his Retirement Date, such other party shall certify
to the Insurer the Beneficiary designation on its records for the Participant.


 


If there is no Beneficiary
named or surviving when a Participant dies, then his death benefit will be paid in the following order of priority:


 


		(a)	The Participant’s surviving spouse;



 


		(b)	The Participant’s issue, per stirpes;



 




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		(c)	The Participant’s surviving parents, in equal shares; or



 


		(d)	The Participant’s estate.



 


SECTION
10.08—NONALIENATION OF BENEFITS.


 


Benefits payable under
the Plan are not subject to the claims of any creditor of any Participant or Beneficiary. A Participant or Beneficiary does not
have any rights to alienate, anticipate, commute, pledge, encumber, or assign such benefits. Such restrictions do not apply in
the case of a loan as provided in the LOANS TO PARTICIPANTS SECTION of Article V. The preceding sentences shall also apply to the
creation, assignment, or recognition of a right to any benefit payable with respect to a Participant according to a domestic relations
order, unless such order is determined by the Plan Administrator to be a qualified domestic relations order, as defined in Code
Section 414(p), or any domestic relations order entered before January 1, 1985. The preceding sentences shall not apply to any
offset of a Participant’s benefits provided under the Plan against an amount the Participant is required to pay the Plan
with respect to a judgment, order, or decree issued, or a settlement entered into, on or after August 5, 1997, which meets the
requirements of Code Sections 401(a)(13)(C) or (D).


 


SECTION
10.09—CONSTRUCTION.


 


The validity of the
Plan or any of its provisions is determined under and construed according to Federal law and, to the extent permissible, according
to the laws of the state in which the Employer has its principal office. In case any provision of this Plan is held illegal or
invalid for any reason, such determination shall not affect the remaining provisions of this Plan, and the Plan shall be construed
and enforced as if the illegal or invalid provision had never been included.


 


In the event of any
conflict between the provisions of the Plan and the terms of any Annuity Contract issued hereunder, the provisions of the Plan
control.


 


SECTION
10.10—LEGAL ACTIONS.


 


No person employed
by the Employer; no Participant, former Participant, or their Beneficiaries; nor any other person having or claiming to have an
interest in the Plan is entitled to any notice of process. A final judgment entered in any such action or proceeding shall be binding
and conclusive on all persons having or claiming to have an interest in the Plan.


 


SECTION
10.11—SMALL AMOUNTS.


 


If the value of the
Participant’s Vested Account does not exceed $1,000, the Participant’s entire Vested Account shall be distributed as
of the earliest of his Retirement Date, the date he dies, or the date he has a Severance from Employment for any other reason (the
date the Employer provides notice to the record keeper of the Plan of such event, if later). For purposes of this section, if the
Participant’s Vested Account is zero, the Participant shall be deemed to have received a distribution of such Vested Account.
This is a small amounts payment.


 




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In the event a Participant
does not elect to have a small amounts payment paid directly to an Eligible Retirement Plan specified by the Participant in a Direct
Rollover or to receive the distribution directly and his Vested Account is greater than $1,000, a Mandatory Distribution will be
made in accordance with the DIRECT ROLLOVERS SECTION of this article. If his Vested Account is $1,000 or less, the Participant’s
entire Vested Account shall be paid directly to him.


 


If a small amounts
payment is made on or after the date the Participant dies, the small amounts payment shall be made to the Participant’s Beneficiary.
If a small amounts payment is made while the Participant is living, the small amounts payment shall be made to the Participant.


 


A small amounts payment
is in full settlement of all benefits otherwise payable. No other small amounts payment shall be made.


 


SECTION
10.12—WORD USAGE.


 


The masculine gender,
where used in this Plan, shall include the feminine gender and the singular words, where used in this Plan, shall include the plural,
unless the context indicates otherwise.


 


The words “in
writing” and “written,” where used in this Plan, shall include any other forms, such as voice response or other
electronic system, as permitted by any governmental agency to which the Plan is subject.


 


SECTION
10.13—CHANGE IN SERVICE METHOD.


 


		(a)	Change of Service Method Under This Plan. If this Plan is amended to change the method of
crediting service from the elapsed time method to the hours method for any purpose under this Plan, the Employee’s service
shall be equal to the sum of (1), (2), and (3) below:



 


		(1)	The number of whole years of service credited to the Employee under the Plan as of the date the
change is effective.



 


		(2)	One year of service for the computation period in which the change is effective if he is credited
with the required number of Hours of Service. For that portion of the computation period ending on the date of the change (for
the first day of the computation period if the change is made on the first day of the computation period), the Employee will be
credited with the greater of (i) his actual Hours of Service or (ii) the number of Hours of Service that is equivalent to the fractional
part of a year of elapsed time service credited as of the date of the change, if any. In determining the equivalent Hours of Service,
the Employee shall be credited with 190 Hours of Service for each month and any fractional part of a month in such fractional part
of a year. The number of months and any fractional part of a month shall be determined by multiplying the fractional part of a
year, expressed as a decimal, by 12. For the remaining portion of the computation period (the period beginning on the second day
of the computation period and ending on the last day of the computation period if the change is made on the first day of the computation
period), the Employee will be credited with his actual Hours of Service.



 




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		(3)	The Employee’s service determined under this Plan using the hours method after the end of
the computation period in which the change in service method was effective.



 


If this Plan is amended to change
the method of crediting service from the hours method to the elapsed time method for any purpose under this Plan, the Employee’s
service shall be equal to the sum of (4), (5), and (6) below:


 


		(4)	The number of whole years of service credited to the Employee under the Plan as of the beginning
of the computation period in which the change in service method is effective.



 


		(5)	The greater of (i) the service that would be credited to the Employee for that entire computation
period using the elapsed time method or (ii) the service credited to him under the Plan as of the date the change is effective.



 


		(6)	The Employee’s service determined under this Plan using the elapsed time method after the
end of the applicable computation period in which the change in service method was effective.



 


		(b)	Transfers Between Plans with Different Service Methods. If an Employee has been a participant
in another plan of the Employer that credited service under the elapsed time method for any purpose that under this Plan is determined
using the hours method, then the Employee’s service shall be equal to the sum of (1), (2), and (3) below:



 


		(1)	The number of whole years of service credited to the Employee under the other plan as of the date
he became an Eligible Employee under this Plan.



 


		(2)	One year of service for the applicable computation period in which he became an Eligible Employee
if he is credited with the required number of Hours of Service. For that portion of such computation period ending on the date
he became an Eligible Employee (for the first day of such computation period if he became an Eligible Employee on the first day
of such computation period), the Employee will be credited with the greater of (i) his actual Hours of Service or (ii) the number
of Hours of Service that is equivalent to the fractional part of a year of elapsed time service credited as of the date he became
an Eligible Employee, if any. In determining the equivalent Hours of Service, the Employee shall be credited with 190 Hours of
Service for each month and any fractional part of a month in such fractional part of a year. The number of months and any fractional
part of a month shall be determined by multiplying the fractional part of a year, expressed as a decimal, by 12. For the remaining
portion of such computation period (the period beginning on the second day of such computation period and ending on the last day
of such computation period if he became an Eligible Employee on the first day of such computation period), the Employee will be
credited with his actual Hours of Service.



 




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		(3)	The Employee’s service determined under this Plan using the hours method after the end of
the computation period in which he became an Eligible Employee.



 


If an Employee has been a participant
in another plan of the Employer that credited service under the hours method for any purpose that under this Plan is determined
using the elapsed time method, then the Employee’s service shall be equal to the sum of (4), (5), and (6) below:


 


		(4)	The number of whole years of service credited to the Employee under the other plan as of the beginning
of the computation period under that plan in which he became an Eligible Employee under this Plan.



 


		(5)	The greater of (i) the service that would be credited to the Employee for that entire computation
period using the elapsed time method or (ii) the service credited to him under the other plan as of the date he became an Eligible
Employee under this Plan.



 


		(6)	The Employee’s service determined under this Plan using the elapsed time method after the
end of the applicable computation period under the other plan in which he became an Eligible Employee.



 


If an Employee has
been a participant in a Controlled Group member’s plan that credited service under a different method than is used in this
Plan, in order to determine entry and vesting, the provisions in (b) above shall apply as though the Controlled Group member’s
plan was a plan of the Employer.


 


Any modification of
service contained in this Plan shall be applicable to the service determined pursuant to this section.


 


SECTION
10.14—MILITARY SERVICE.


 


Notwithstanding any
provision of this Plan to the contrary, the Plan shall provide contributions, benefits, and service credit with respect to Qualified
Military Service in accordance with Code Section 414(u). Loan repayments may be suspended under this Plan as permitted under Code
Section 414(u).


 


A Participant who dies
on or after January 1, 2007 while performing Qualified Military Service is treated as having resumed and then terminated employment
on account of death, in accordance with Code Section 401(a)(37) and any subsequent guidance. The survivors of such Participant
are entitled to any additional benefits provided under the Plan on account of death of the Participant.


 




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ARTICLE
XI



TOP-HEAVY PLAN REQUIREMENTS


 


SECTION
11.01—APPLICATION.


 


The provisions of this
article shall supersede all other provisions in the Plan to the contrary.


 


For the purpose of
applying the Top-heavy Plan requirements of this article, all members of the Controlled Group shall be treated as one Employer.
The term Employer, as used in this article, shall be deemed to include all members of the Controlled Group, unless the term as
used clearly indicates only the Employer is meant.


 


The accrued benefit
or account of a participant resulting from deductible employee contributions shall not be included for any purpose under this article.


 


The minimum contribution
provisions of the MODIFICATION OF CONTRIBUTIONS SECTION of this article shall not apply to any Employee who is included in a group
of Employees covered by a collective bargaining agreement that the Secretary of Labor finds to be a collective bargaining agreement
between employee representatives and one or more employers, including the Employer, if there is evidence that retirement benefits
were the subject of good faith bargaining between such representatives. For this purpose, the term “employee representatives”
does not include any organization more than half of whose members are employees who are owners, officers, or executives.


 


SECTION
11.02—DEFINITIONS.


 


For purposes of this
article the following terms are defined:


 


Aggregation Group
means:


 


		(a)	each of the Employer’s qualified plans in which a Key Employee is a participant during the
Plan Year containing the Determination Date or any of the four preceding Plan Years (regardless of whether the plans have terminated),



 


		(b)	each of the Employer’s other qualified plans which allows the plan(s) described in (a) above
to meet the nondiscrimination requirement of Code Section 401(a)(4) or the minimum coverage requirement of Code Section 410, and



 


		(c)	any of the Employer’s other qualified plans not included in (a) or (b) above which the Employer
desires to include as part of the Aggregation Group. Such a qualified plan shall be included only if the Aggregation Group would
continue to satisfy the requirements of Code Sections 401(a)(4) and 410.



 


The plans in (a) and (b) above
constitute the “required” Aggregation Group. The plans in (a), (b), and (c) above constitute the “permissive”
Aggregation Group.


 




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Compensation means compensation
as defined in the CONTRIBUTION LIMITATION SECTION of Article III.


 


Determination Date means
as to any plan, for any plan year subsequent to the first plan year, the last day of the preceding plan year. For the first plan
year of the plan, the Determination Date is the last day of that year.


 


Key Employee means any
Employee or former Employee (including any deceased Employee) who at any time during the Plan Year that includes the Determination
Date is:


 


		(a)	an officer of the Employer having Compensation for the Plan Year greater than $130,000 (as adjusted
under Code Section 416(i)(1) for Plan Years beginning after December 31, 2002),



 


		(b)	a 5-percent owner of the Employer, or



 


		(c)	a 1-percent owner of the Employer having Compensation for the Plan Year of more than $150,000.



 


The determination of who is a
Key Employee shall be made according to Code Section 416(i)(1) and the applicable regulations and other guidance of general applicability
issued thereunder.


 


Nonkey Employee means
any Employee who is not a Key Employee.


 


Top-heavy Plan means a
plan that is top-heavy for any plan year. This Plan shall be top-heavy if any of the following conditions exist:


 


		(a)	The Top-heavy Ratio for this Plan exceeds 60 percent and this Plan is not part of any required
Aggregation Group or permissive Aggregation Group.



 


		(b)	This Plan is a part of a required Aggregation Group, but not part of a permissive Aggregation Group,
and the Top-heavy Ratio for the required Aggregation Group exceeds 60 percent.



 


		(c)	This Plan is a part of a required Aggregation Group and part of a permissive Aggregation Group
and the Top-heavy Ratio for the permissive Aggregation Group exceeds 60 percent.



 




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Top-heavy Ratio means:


 


		(a)	If the Employer maintains one or more defined contribution plans (including any simplified employee
pension plan) and the Employer has not maintained any defined benefit plan which during the five-year period ending on the Determination
Date(s) has or has had accrued benefits, the Top-heavy Ratio for this Plan alone or for the required or permissive Aggregation
Group, as appropriate, is a fraction, the numerator of which is the sum of the account balances of all Key Employees as of the
Determination Date(s) (including any part of any account balance distributed in the one-year period ending on the Determination
Date(s) and distributions under a terminated plan which if it had not been terminated would have been required to be included in
the Aggregation Group), and the denominator of which is the sum of all account balances (including any part of any account balance
distributed in the one-year period ending on the Determination Date(s) and distributions under a terminated plan which if it had
not been terminated would have been required to be included in the Aggregation Group), both computed in accordance with Code Section
416 and the regulations thereunder. 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 “five-year period” for “one-year period.”
Both the numerator and denominator of the Top-heavy Ratio are increased to reflect any contribution not actually made as of the
Determination Date, but which is required to be taken into account on that date under Code Section 416 and the regulations thereunder.



 


		(b)	If the Employer maintains one or more defined contribution plans (including any simplified employee
pension plan) and the Employer maintains or has maintained one or more defined benefit plans which during the five-year period
ending on the Determination Date(s) has or has had accrued benefits, the Top-heavy Ratio for any required or permissive Aggregation
Group, as appropriate, is a fraction, the numerator of which is the sum of the account balances under the aggregated defined contribution
plan or plans of all Key Employees, determined in accordance with (a) above, and the present value of accrued benefits under the
aggregated defined benefit plan or plans for all Key Employees as of the Determination Date(s), and the denominator of which is
the sum of the account balances under the aggregated defined contribution plan or plans for all participants, determined in accordance
with (a) above, and the present value of accrued benefits under the defined benefit plan or plans for all participants as of the
Determination Date(s), all determined in accordance with Code Section 416 and the regulations thereunder. The accrued benefits
under a defined benefit plan in both the numerator and denominator of the Top-heavy Ratio are increased for any distribution of
an accrued benefit made in the one-year period ending on the Determination Date (and distributions under a terminated plan which
if it had not been terminated would have been required to be included in the Aggregation Group). 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 “five-year
period” for “one-year period.”



 




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		(c)	For purposes of (a) and (b) above, the value of account balances and the present value of accrued
benefits will be determined as of the most recent Valuation Date that falls within or ends with the 12-month period ending on the
Determination Date, except as provided in Code Section 416 and the regulations thereunder for the first and second plan years of
a defined benefit plan. The account balances and accrued benefits of a participant (i) who is not a Key Employee but who was a
Key Employee in a prior year or (ii) who has not been credited with at least one hour of service with any employer maintaining
the plan at any time during the one-year period ending on the Determination Date will be disregarded. The calculation of the Top-heavy
Ratio and the extent to which distributions, rollovers, and transfers are taken into account will be made in accordance with Code
Section 416 and the regulations thereunder. Deductible employee contributions will not be taken into account for purposes of computing
the Top-heavy Ratio. When aggregating plans, the value of account balances and accrued benefits will be calculated with reference
to the Determination Dates that fall within the same calendar year.



 


The accrued benefit
of a participant other than a Key Employee shall be determined under (i) the method, if any, that uniformly applies for accrual
purposes under all defined benefit plans maintained by the Employer, or (ii) if there is no such method, as if such benefit accrued
not more rapidly than the slowest accrual rate permitted under the fractional rule of Code Section 411(b)(1)(C).


 


SECTION
11.03—MODIFICATION OF CONTRIBUTIONS.


 


During any Plan Year
in which this Plan is a Top-heavy Plan, the Employer shall make a minimum contribution as of the last day of the Plan Year for
each Nonkey Employee who is an Employee on the last day of the Plan Year and who was an Active Participant at any time during the
Plan Year. A Nonkey Employee is not required to have a minimum number of Hours of Service or minimum amount of Compensation in
order to be entitled to this minimum. A Nonkey Employee who fails to be an Active Participant merely because his Compensation is
less than a stated amount or merely because of a failure to make mandatory participant contributions or, in the case of a cash
or deferred arrangement, elective contributions shall be treated as if he were an Active Participant. The minimum is the lesser
of (a) or (b) below:


 


		(a)	3 percent of such person’s Compensation for such Plan Year.



 


		(b)	The “highest percentage” of Compensation for such Plan Year at which the Employer’s
Contributions are made for or allocated to any Key Employee. The highest percentage shall be determined by dividing the Employer
Contributions made for or allocated to each Key Employee during the Plan Year by the amount of his Compensation for such Plan Year,
and selecting the greatest quotient (expressed as a percentage). To determine the highest percentage, all of the Employer’s
defined contribution plans within the Aggregation Group shall be treated as one plan. The minimum shall be the amount in (a) above
if this Plan and a defined benefit plan of the Employer are required to be included in the Aggregation Group and this Plan enables
the defined benefit plan to meet the requirements of Code Section 401(a)(4) or 410.



 


For purposes of (a)
and (b) above, Compensation shall be limited by Code Section 401(a)(17).


 


If the Employer’s
contributions and allocations otherwise required under the defined contribution plan(s) are at least equal to the minimum above,
no additional contribution shall be required. If the Employer’s total contributions and allocations are less than the minimum
above, the Employer shall contribute the difference for the Plan Year.


 




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The minimum contribution
applies to all of the Employer’s defined contribution plans in the aggregate which are Top-heavy Plans. A minimum contribution
under a profit sharing plan shall be made without regard to whether or not the Employer has profits.


 


If a person who is
otherwise entitled to a minimum contribution above is also covered under another defined contribution plan of the Employer’s
which is a Top-heavy Plan during that same Plan Year, any additional contribution required to meet the minimum above shall be provided
in this Plan.


 


If a person who is
otherwise entitled to a minimum contribution above is also covered under a defined benefit plan of the Employer’s that is
within the Aggregation Group and this Plan is a Top-heavy Plan during that same Plan Year, the minimum benefits for him shall not
be duplicated. The defined benefit plan shall provide an annual benefit for him on, or adjusted to, a straight life basis equal
to the lesser of:


 


		(c)	2 percent of his average compensation multiplied by his years of service, or



 


		(d)	20 percent of his average compensation.



 


Average compensation and years of service
shall have the meaning set forth in such defined benefit plan for this purpose.


 


For purposes of this
section, any employer contribution made according to a salary reduction or similar arrangement shall not apply in determining if
the minimum contribution requirement has been met, but shall apply in determining the minimum contribution required. Matching contributions,
as defined in Code Section 401(m), shall be taken into account for purposes of satisfying the minimum contribution requirements
of Code Section 416(c)(2) and the Plan. Matching contributions that are used to satisfy the minimum contribution requirements shall
be treated as matching contributions for purposes of the actual contribution percentage test and other requirements of Code Section
401(m).


 


The requirements
of this section shall be met without regard to any Social Security contribution.


 


By executing this
Plan, the Primary Employer acknowledges having counseled to the extent necessary with selected legal and tax advisors regarding
the Plan’s legal and tax implications.


 


Executed this 8th
 day of August, 2013.


 


	 	SANDY SPRING BANCORP, INC. 
	 	 	 
	 	By:	/s/  Philip J. Mantua
	 	 	 
	 	Title:	Executive Vice President and Chief Financial
	 	 	Officer


 




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By signing below,
the Adopting Employer is adopting or agreeing to participate in the Plan.


 


	 	SANDY SPRING BANK
	 	 	 
	 	By:	/s/  Philip J. Mantua
	 	 	 
	 	Title:	Executive Vice President and Chief Financial
	 	 	Officer
	 	 	 
	 	Date:	August 8, 2013
	 	 	 
	 	 	 
	 	SANDY SPRING INSURANCE CORP.
	 	 	 
	 	By:	/s/  Philip J. Mantua
	 	 	 
	 	Title:	Authorized Agent for SSIC
	 	 	 
	 	Date:	August 8, 2013
	 	 	 
	 	 	 
	 	WEST FINANCIAL SERVICES, INC.
	 	 	 
	 	By:	/s/  Philip J. Mantua
	 	 	 
	 	Title:	Authorized Agent for WFS
	 	 	 
	 	Date:	August 8, 2013


 




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