Ex-10.2



 





EXHIBIT 10.2




PERFORMANCE FOOD GROUP COMPANY

EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN




As Amended and Restated

Effective January 1, 2007




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I DEFINITIONS
	 	 	4	 
	1.1 Account
	 	 	4	 
	1.2 Adjustment Date
	 	 	4	 
	1.3 Administrator
	 	 	4	 
	1.4 Adopting Company
	 	 	4	 
	1.5 Basic Contributions
	 	 	4	 
	1.6 Beneficiary
	 	 	4	 
	1.7 Board
	 	 	4	 
	1.8 Code
	 	 	4	 
	1.9 Committee
	 	 	4	 
	1.10 Company
	 	 	4	 
	1.11 Company Stock
	 	 	4	 
	1.12 Compensation
	 	 	5	 
	1.13 Disability Retirement Date
	 	 	6	 
	1.14 Effective Date
	 	 	6	 
	1.15 Employee
	 	 	6	 
	1.16 Employer
	 	 	6	 
	1.17 Employment Commencement Date
	 	 	6	 
	1.18 ERISA
	 	 	7	 
	1.19 ESOP Contributions
	 	 	7	 
	1.20 Fiduciary
	 	 	7	 
	1.21 5% Owner
	 	 	7	 
	1.22 Forfeiture
	 	 	7	 
	1.23 Highly Compensated Employees
	 	 	7	 
	1.24 Hour of Service
	 	 	8	 
	1.25 Inactive Participant
	 	 	9	 
	1.26 Ineligible Employee
	 	 	9	 
	1.27 Investment Manager
	 	 	9	 
	1.28 Key Employee
	 	 	10	 
	1.29 Matching Contributions
	 	 	10	 
	1.30 Normal Retirement Date
	 	 	10	 
	1.31 Participant
	 	 	10	 
	1.32 Period of Severance
	 	 	10	 
	1.33 Permanent Disability
	 	 	10	 
	1.34 Plan
	 	 	11	 
	1.35 Plan Year
	 	 	11	 
	1.36 Prior Plans
	 	 	11	 
	1.37 Qualified Non-Elective Contributions
	 	 	11	 
	1.38 Reemployment Commencement Date
	 	 	11	 






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	 	 	Page	 
	1.39 Related Company
	 	 	11	 
	1.40 Salary Reduction Contributions
	 	 	11	 
	1.41 Section 415 Compensation
	 	 	12	 
	1.42 Service
	 	 	12	 
	1.43 Severance from Service Date
	 	 	15	 
	1.44 Suspense Account
	 	 	16	 
	1.45 Top Heavy
	 	 	16	 
	1.46 Trust, Trust Fund or Fund
	 	 	17	 
	1.47 Trustee
	 	 	17	 
	1.48 Gender and Number
	 	 	17	 
	 
	 	 	 	 
	ARTICLE II PARTICIPATION
	 	 	18	 
	2.1 Eligibility Requirements
	 	 	18	 
	2.2 Reemployment
	 	 	21	 
	2.3 Loss of Eligibility with Continued Employment
	 	 	21	 
	 
	 	 	 	 
	ARTICLE III CONTRIBUTIONS
	 	 	22	 
	3.1 ESOP Contributions
	 	 	22	 
	3.2 Savings Plan Contributions
	 	 	23	 
	3.3 Limitation on Contributions
	 	 	24	 
	3.4 No Right or Duty of Inquiry
	 	 	25	 
	3.5 Non-Reversion
	 	 	25	 
	3.6 Time and Manner of Payment of Contributions
	 	 	25	 
	3.7 Catch-up Contributions
	 	 	26	 
	 
	 	 	 	 
	ARTICLE IV ACCOUNTS AND ALLOCATIONS
	 	 	27	 
	4.1 Accounts
	 	 	27	 
	4.2 Allocation of Contributions and Forfeitures
	 	 	29	 
	4.3 Ineligibility to Receive Allocations of Company Stock
	 	 	30	 
	4.4 Allocation of Earnings
	 	 	31	 
	4.5 Segregated Accounts
	 	 	32	 
	4.6 Annual Additions
	 	 	32	 
	4.7 Anti-Discrimination Test for Salary Reduction Contributions
	 	 	33	 
	4.8 Anti-Discrimination Test for Matching Contributions
	 	 	35	 
	4.9 Distribution of Excess Contributions
	 	 	36	 
	4.10 Correction of Error
	 	 	38	 
	4.11 Trust as Single Fund
	 	 	38	 
	 
	 	 	 	 
	ARTICLE V VESTING
	 	 	39	 
	5.1 Vesting
	 	 	39	 
	5.2 Service Rules
	 	 	40	 
	5.3 Vested Benefits and Forfeitures
	 	 	40	 
	 
	 	 	 	 
	ARTICLE VI BENEFITS
	 	 	43	 
	6.1 Normal Retirement
	 	 	43	 
	6.2 Disability Retirement
	 	 	43	 
	6.3 Termination of Employment
	 	 	43	 






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	 	 	Page	 
	6.4 Death Benefits
	 	 	43	 
	6.5 Designation of Beneficiary
	 	 	43	 
	6.6 Commencement of Distribution
	 	 	44	 
	6.7 Form of Benefit
	 	 	46	 
	6.8 Location of Former Participants
	 	 	47	 
	6.9 Benefits to Minors and Incompetents
	 	 	48	 
	6.10 Withdrawals
	 	 	48	 
	6.11 Loans
	 	 	50	 
	6.12 Installment Payment and Annuity Options
	 	 	52	 
	 
	 	 	 	 
	ARTICLE VII DISTRIBUTION IN COMPANY STOCK
	 	 	53	 
	7.1 Legends
	 	 	53	 
	7.2 Basis of Company Stock
	 	 	53	 
	 
	 	 	 	 
	ARTICLE VIII ADMINISTRATION BY THE COMMITTEE
	 	 	54	 
	8.1 Appointment of the Committee
	 	 	54	 
	8.2 Powers of the Committee
	 	 	54	 
	8.3 Operation
	 	 	55	 
	8.4 Meetings and Quorum
	 	 	55	 
	8.5 Compensation
	 	 	56	 
	8.6 Payment of Expenses
	 	 	56	 
	8.7 Qualified Domestic Relations Orders
	 	 	56	 
	8.8 Rollovers and Trustee-to-Trustee Transfers to and from the Plan
	 	 	57	 
	 
	 	 	 	 
	ARTICLE IX DUTIES AND POWERS OF THE TRUSTEE
	 	 	59	 
	9.1 General
	 	 	59	 
	9.2 Trust Agreement
	 	 	59	 
	9.3 Limitation of Liability
	 	 	59	 
	9.4 Power of Trustee to Carry Out the Plan
	 	 	59	 
	9.5 Life Insurance
	 	 	59	 
	9.6 Directed Investments
	 	 	61	 
	9.7 Investment Diversification of ESOP Accounts Applicable to Periods Prior to January 1, 2007
	 	 	62	 
	 
	 	 	 	 
	ARTICLE X AMENDMENT AND TERMINATION
	 	 	64	 
	10.1 Amendment
	 	 	64	 
	10.2 Termination
	 	 	64	 
	10.3 Merger
	 	 	64	 
	 
	 	 	 	 
	ARTICLE XI CLAIMS PROCEDURE
	 	 	65	 
	11.1 Right to File Claim
	 	 	65	 
	11.2 Denial of Claim
	 	 	65	 
	11.3 Claims Review Procedure
	 	 	65	 
	 
	 	 	 	 
	ARTICLE XII ADOPTION OF PLAN BY RELATED COMPANIES AND TRANSFERRED ASSETS
	 	 	67	 
	12.1 Adoption of the Plan
	 	 	67	 






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	 	 	Page	 
	12.2 Withdrawal
	 	 	67	 
	12.3 Sale of Employer’s Assets
	 	 	67	 
	 
	 	 	 	 
	ARTICLE XIII MISCELLANEOUS
	 	 	68	 
	13.1 Indemnification
	 	 	68	 
	13.2 Exclusive Benefit Rule
	 	 	68	 
	13.3 No Right to the Fund
	 	 	68	 
	13.4 Rights of Employer
	 	 	68	 
	13.5 Non-Alienation of Benefits
	 	 	68	 
	13.6 Construction and Severability
	 	 	69	 
	13.7 Delegation of Authority
	 	 	69	 
	13.8 Request for Tax Ruling
	 	 	69	 
	13.9 Qualified Military Service
	 	 	69	 






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PERFORMANCE FOOD GROUP COMPANY

EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN




BACKGROUND




     Pocahontas Foods, USA, Inc., a wholly-owned subsidiary of Pocahontas Food Group, Inc.
(formerly Pocahontas Food Companies of America, Inc.), established the Pocahontas Foods, USA, Inc.
Profit Sharing Retirement Plan (the “Pocahontas Plan”) effective as of August 1, 1987. The
Pocahontas Plan was originally designed to be a qualified profit sharing plan under Section 401(a)
of the Code and included a qualified cash or deferred arrangement (“CODA”) under Section 401(k) of
the Code.



     Effective as of June 1, 1988, the Pocahontas Plan was amended and restated to permit the plan
to borrow funds for the purpose of acquiring qualified employer securities and to satisfy the
requirements necessary for the plan to qualify as an employee stock ownership plan under Sections
409 and 4975(e)(7) of the Code. As amended and restated, the Pocahontas Plan retained and
continued the CODA portion of the Plan, and was designated the Pocahontas Food Group, Inc.
Employee Savings and Stock Ownership Plan (as amended and restated in 1988, the “1988 Plan”).



     On June 2, 1988, Caro Produce & Institutional Foods, Inc., a wholly owned subsidiary of
Pocahontas Food Group, Inc., (and its wholly owned subsidiaries) adopted the 1988 Plan and on July
1, 1988 the assets of the Caro Produce & Institutional Foods, Inc. Retirement Plan (the “Caro
Produce Plan”) were transferred to the 1988 Plan.



     On July 5, 1988, Kenneth O. Lester Co., Inc. became a subsidiary of Pocahontas Food Group,
Inc., adopted the 1988 Plan on July 5, 1988 and on July 6, 1988 the assets of the Kenneth O. Lester
Co., Inc. Profit Sharing Plan (the “Lester Company Plan”) were transferred to the 1988 Plan.



     Each participant in the Caro Produce Plan, the Lester Company Plan and the 1988 Plan is
entitled to a benefit under the 1988 Plan immediately after the transfer of assets from the Caro
Produce Plan and the Lester Company Plan into the 1988 Plan, equal to or greater than his account
balance determined under the Caro Produce Plan, the Lester Company Plan, or the 1988 Plan, as the
case maybe, immediately before the transfer.



     The 1988 Plan has been amended by various amendments, including an amendment in 1993 to change
the name of the Plan to the Performance Food Group Company Employee Savings and Stock Ownership
Plan, in order to reflect the change in the name of the Company from Pocahontas Food Group, Inc. to
Performance Food Group Company.



     On December 31, 1994, effective January 1, 1989, the 1988 Plan was amended and restated in its
entirety in order to bring the Plan into compliance with the Tax Reform Act of 1986 and subsequent
legislation (as amended and restated in 1994, the “1994 Plan”).



 









 





     On January 3, 1995, Milton’s Food Service, Inc. became a subsidiary of the Company and
adopted the 1994 Plan effective February 1, 1995. Effective January 1, 1996, the Milton’s
Institutional Foods, Inc. Profit Sharing Plan (the “Milton’s Plan”) was merged into the 1994 Plan.



     On October 31, 1997, AFI Food Service Distributors, Inc. became a wholly owned subsidiary of
the Company and adopted the 1994 Plan effective October 31, 1997. Effective August 4, 1999, the
AFI Food Service Distributors, Inc. Profit Sharing and Savings Plan (the “AFI Plan”) was merged
into the 1994 Plan.



     On February 28, 1999, NCF Acquisition, Inc., a wholly owned subsidiary of the Company, merged
into NorthCenter Foodservice Corporation, which adopted the 1994 Plan effective March 21, 1999.
Effective as of such date, the NorthCenter Foodservice Corporation Profit Sharing Plan (the
“NorthCenter Plan”) was merged into the 1994 Plan.



     Each participant in the Milton’s Plan, the NorthCenter Plan, the AFI Plan and the 1994 Plan is
entitled to a benefit under the 1994 Plan immediately after the transfer of assets from the
Milton’s Plan, the NorthCenter Plan, and the AFI Plan into the 1994 Plan, equal to or greater than
his account balance determined under the Milton’s Plan, the NorthCenter Plan, the AFI Plan, or the
1994 Plan, as the case may be, immediately before the transfer.



     The 1994 Plan has been amended by various amendments, including amendments to increase the
percentage of Compensation that a Participant may defer under the Plan to 15 percent, to increase
the Employer Matching Contribution, to modify the participant loan provisions, to provide for daily
valuation of certain Accounts, and to eliminate the minimum participation age.



     Effective January 1, 2000, the 1994 Plan was amended and restated in its entirety in order to
bring the Plan into compliance with the Taxpayer Relief Act of 1997, the Small Business Job
Protection Act of 1996, the Uruguay Round Agreements Act (“GATT”), the Uniformed Services
Employment and Reemployment Rights Act of 1994 and various regulatory and other statutory
provisions now effective (as amended and restated in 2000, the “2000 Plan”). The Plan was also
amended to increase the Employer Matching Contribution and to reduce the eligibility service
requirement.



     In October 2000, the Company decided to eliminate the installment payment option available to
Participants under the Plan and the annuity options available to certain Participants who were
formerly participants in the Lester Company Plan, the Caro Produce Plan and the Milton’s Plan in
accordance with Section 1.411(d)-4(e) of the Treasury Regulations. Notice was provided
Participants effective February 1, 2001, as required by such regulations.



     The 2000 Plan was amended and restated in its entirety in order to bring the Plan into
compliance with the Internal Revenue Service Restructuring and Reform Act of 1998, the Community
Renewal Tax Relief Act of 2000, and certain provisions of the Economic Growth and Tax Relief
Reconciliation Act of 2001 (including the provision of the Act that permits deductible dividends on
Company stock to be reinvested in such stock), to eliminate the



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installment payment and annuity options formerly available under the Plan, to change to the
“elapsed time” method for computing service for purposes of the Plan, to eliminate the cash-out
limit “lookback rule” in accordance with Sections 1.411(a)-11(c)(3) and 1.417(e)-1(b)(2)(i) of the
Treasury Regulations, to make the Employer Matching Contribution a discretionary contribution, to
permit in-service withdrawals from the Plan of all or part of a Participant’s Rollover Account upon
attaining age 591/2 or in the event such Participant incurs a financial hardship, to permit a
Participant to direct the investment of his ESOP Contributions Account and Prior Plan ESOP
Contributions Account from Company Stock to the investment funds authorized by the Committee, to
permit a Participant to elect not to have Salary Reduction Contributions made from bonuses, and to
permit a Participant to designate that Salary Reduction Contributions be made as a flat dollar
amount rather than as a whole percentage of Compensation.



     The Plan is again amended and restated effective January 1, 2007, to incorporate all
amendments adopted since the last restatement in 2002. Except as otherwise provided herein, the
Effective Date of the Plan, as amended and restated, shall be January 1, 2007.



     It is intended that the amended and restated Plan (hereafter, the “Plan”) shall continue to be
a qualified plan under Code Section 401(a) and to qualify as a qualified employee stock ownership
plan under Code Sections 409 and 4975(e)(7) that includes a qualified CODA as described in Code
Section 401(k).



     In addition to providing retirement benefits for employees of the Employer (which includes the
Company and each Related Company that adopts the Plan) and their Beneficiaries, a primary purpose
of the Plan is to enable employees to share in the growth and prosperity of the Company and to
accumulate capital for their future economic security by acquiring a proprietary interest in the
Company. In furtherance of that goal, the employee stock ownership portion of the Plan is designed
to invest its assets primarily in Company Stock.



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ARTICLE I

DEFINITIONS




     Where indicated by initial capital letters, the following terms shall have the following
meanings, unless the context clearly indicates otherwise:



     1.1 Account. An account (or accounts) maintained for the benefit of a Participant
pursuant to Section 4.1.



     1.2 Adjustment Date. The last day of each calendar quarter. The Committee may
establish more frequent Adjustment Dates in such circumstances and for such purposes as the
Committee deems it appropriate, including the adoption of a daily valuation system for amounts held
in Basic Contributions Accounts, Salary Reduction Contributions Accounts, Matching Contributions
Accounts, Prior Plan Employee Contributions Accounts, Prior Plan Employer Contributions Accounts
and Rollover Accounts.



     1.3 Administrator. The Committee.



     1.4 Adopting Company. The Company and any Related Company that adopts the Plan as
provided in Article XII.



     1.5 Basic Contributions. The Employer’s contributions made pursuant to
Section 3.2(a).



     1.6 Beneficiary. Any person or entity who is to receive any benefits payable from the
Plan on account of the death of a Participant in accordance with the provisions of Section 6.4 and
Section 6.5 of the Plan.



     1.7 Board. Except where the context clearly indicates otherwise, the duly constituted
Board of Directors of the Company.



     1.8 Code. The Internal Revenue Code of 1986, as amended, or any subsequently enacted
federal revenue law. A reference to a particular Section of the Code shall be deemed to include a
reference to any regulations issued under the Section and to the corresponding section of any
subsequently enacted federal revenue law.



     1.9 Committee. The committee established pursuant to Article VIII of the Plan to be
responsible for the general administration and interpretation of the Plan and supervision of the
Trust Fund in accordance with the provisions of Article VIII.



     1.10 Company. Performance Food Group Company (formerly known as Pocahontas Food
Group, Inc.) and any successor (by merger, consolidation or otherwise).



     1.11 Company Stock. Common stock issued by the Company (or by a Related Company) that
is readily tradable on an established securities market or, if no such readily



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tradable common stock exists, common stock issued by the Company (or a Related Company) that
has a combination of voting power and dividend rights equal to or in excess of:




     (a) that class of common stock of the Company (or Related Company) having the greatest
voting power, and




     (b) that class of common stock of the Company (or Related Company) having the greatest
dividend rights.


Non-callable preferred stock shall be treated as Company Stock if (i) such stock is convertible at
any time into stock which meets the requirements of the preceding sentence and (ii) such conversion
is at a conversion price that, as of the date of the acquisition of such preferred stock by the
Plan, is reasonable. For purposes of the next preceding sentence, callable preferred stock shall
be treated as non-callable if, after the call, there will be a reasonable opportunity for a
conversion that satisfies the requirements of the last preceding sentence. Company Stock shall
meet the requirements of a “qualifying employer security” under ERISA Section 407(d)(5) and
“employer securities” under Code Section 409(1).




     1.12 Compensation.




     (a) The earnings paid to an Employee by the Employer during a Plan Year for personal
services, prior to withholding as reported on Form W-2, including bonuses, overtime pay, and
commissions, but excluding contributions or benefits under this Plan or any other plan of
deferred compensation maintained by the Employer and excluding special allowances (such as
amounts paid to an Employee during an authorized leave of absence, moving expenses, car
expenses, tuition reimbursement, meal allowances, the cost of excess group life insurance
income includible in taxable income, and similar items). Compensation shall include all
Salary Reduction Contributions by a Participant pursuant to Section 4.2(a) and any salary
reduction contributions to a cafeteria plan under Code Section 125. Effective January 1,
2001, Compensation shall also include any elective amounts that are not includible in the
gross income of the Participant under Code Section 132(f)(4). Notwithstanding the above,
Compensation shall not include a retention bonus paid by the Company to any Participant who
becomes a Companies Covered Employee, as defined in the Stock Purchase Agreement dated
February 22, 2005, between the Company and Chiquita Brands International, Inc.




     (b) For purposes of the nondiscrimination tests of Sections 4.7 and 4.8, “Compensation”
means Compensation for services performed for the Company that is currently includible in
gross income, increased by the Employee’s Salary Reduction Contributions, elective
contributions under a cafeteria plan and elective contributions under other arrangements
permitted to be included under Code Section 414(s). Effective January 1, 2001,
“Compensation” for purposes of these nondiscrimination tests shall be increased by any
elective amounts that are not includible in gross income under Code Section 132(f)(4).



-5-









 






     (c) For convenience of administration, Compensation may be rounded to the nearest $100.




     (d) Notwithstanding Section 1.12(a) and (b), Compensation taken into account under the
Plan shall be limited as follows:




     (i) The amount of an Employee’s annual Compensation that may be taken into
account under the Plan shall not exceed $225,000 (for 2007, to be adjusted for
future years pursuant to Code Sections 401(a)(17)(B) and 415(d)).




     (ii) If a Plan Year (or any other period, not exceeding 12 months, over which
Compensation is determined under the Plan) consists of fewer than 12 months, the
relevant statutory Compensation limit (as described in (i) above) in effect for such
Plan Year (or other determination period) shall be multiplied by a fraction, the
numerator of which is the number of months in the Plan Year (or other determination
period), and the denominator of which is 12.



     1.13 Disability Retirement Date. The date upon which the Committee determines that a
Participant has incurred a Permanent Disability.



     1.14 Effective Date. For the amended and restated Plan, January 1, 2007, except as
otherwise provided herein. The original effective date of the salary reduction portion of the
Plan, as part of the Pocahontas Plan (as defined in Section 1.36), was August 1, 1987, and the
original effective date of the employee stock ownership portion of the Plan, as part of the 1988
Prior Plan (as defined in Section 1.36), was June 1, 1988. The original effective date of the
Pocahontas Plan was August 1, 1987; the original effective date of the Caro Produce Plan (as
defined in Section 1.36) was January 1, 1973; the original effective date of the Lester Company
Plan (as defined in Section 1.36) was September 1, 1981; the original effective date of the
Milton’s Plan (as defined in Section 1.36) was May 1, 1987; the original effective date of the
NorthCenter Plan (as defined in Section 1.36) was December 28, 1972; the original effective date of
the AFI Plan (as defined in Section 1.36) was January 1, 1980; the original effective date of the
TPC Spinoff Plan (as defined in Section 1.36) was September 15, 1989; and the original effective
date of the Plee-Zing Plan (as defined in Section 1.36) was January 1, 1989.



     1.15 Employee. Any person employed by the Employer, other than a person classified in
the records of the Employer as an independent contractor (regardless of whether he is later
determined by the Internal Revenue Service or a federal or state court to be a common law employee)
or a leased employee.



     1.16 Employer. The Company and each other Adopting Company.



     1.17 Employment Commencement Date. The date on which an Employee first completes an
Hour of Service.



-6-









 





     1.18 ERISA. The Employee Retirement Income Security Act of 1974, as amended. A
reference to a particular Section of ERISA shall be deemed to include a reference to any
regulations issued under the Section.



     1.19 ESOP Contributions. The Employer’s contributions made pursuant to Section 3.1.



     1.20 Fiduciary. Any person who (a) exercises any discretionary authority or
discretionary control respecting management of the Plan or exercises any authority or control
respecting management or disposition of its assets, (b) renders investment advice for a fee or
other compensation, direct or indirect, with respect to any monies or other property of the Plan or
has any authority or responsibility to do so, or (c) has any discretionary authority or
discretionary responsibility in the administration of the Plan. The Committee and the Trustee each
shall be a named Fiduciary for purposes of the Plan and ERISA.



     1.21 5% Owner. If the Employer is a corporation, any person who owns (or is
considered to own within the meaning of Code Section 318) more than 5% of the outstanding stock of
the corporation or stock possessing more than 5% of the total combined voting power of all stock of
the corporation. If the Employer is not a corporation, a 5% Owner is any person who owns more than
5% of the capital or profits interest in the Employer. In determining percentage ownership
hereunder, employers that would otherwise be aggregated under Code Section 414 shall be treated as
separate employers.



     1.22 Forfeiture. That portion of a Participant’s Account that is not vested (as
provided in Section 5.1). A Forfeiture occurs upon the earlier of:




     (a) the distribution of the entire vested portion of the Participant’s Account in a
“cash-out” distribution described in Section 5.3(c), or




     (b) the last day of the Plan Year in which the Participant incurs a five-year Period of
Severance.


For purposes of subparagraph (a), in the case of a Participant who has terminated employment other
than by reason of death, Permanent Disability, or retirement on or after the Participant’s Normal
Retirement Date, and whose vested Account balance is zero, such terminated Participant shall be
deemed to have received a cash-out distribution of the Participant’s vested Account balance upon
his termination of employment. Restoration of forfeited amounts shall occur pursuant to Section
5.3(c). The term Forfeiture shall also include amounts deemed to be Forfeitures pursuant to any
other provision of the Plan.




     1.23 Highly Compensated Employees. Any Employee or former Employee who:




     (a) was a 5% Owner (as defined in Section 1.21) at any time during the Plan Year or the
preceding Plan Year; or



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     (b) received 415 Compensation from the Employer in excess of $100,000 (for 2007, to be
adjusted for future years pursuant to Code Sections 414(q) and 415(d)) for the preceding
Plan Year.



     A former Employee shall be treated as a Highly Compensated Employee if:




     (a) such Employee was a Highly Compensated Employee at the time such Employee
terminated employment; or




     (b) such Employee was a Highly Compensated Employee at any time after attaining age 55.



     1.24 Hour of Service.




     (a) Each hour:




     (i) For which the Employee is directly or indirectly paid, or entitled to
payment, by the Employer or a Related Company for the performance of duties. These
hours shall be credited to the Employee for the computation period in which the
duties are performed;




     (ii) For which the Employee is paid or entitled to payment by the Employer or a
Related Company for a period of time during which no duties are performed
(irrespective of whether the employment relationship has terminated) because of
vacation, holiday, illness, incapacity (including disability), layoff, jury duty,
military duty or leave of absence, up to a maximum of 501 hours during a single
continuous period). These hours shall be credited to the Employee for the
computation period in which the duties would have been performed;




     (iii) For which back pay, irrespective of mitigation of damages, has been
either awarded or agreed to by the Employer or a Related Company. These hours shall
be credited to the Employee for the computation period to which the award or
agreement pertains, rather than the computation period in which the award, agreement
or payment is made. The same Hours of Service shall not be credited both under
subparagraph (i), (ii) or (iv), as the case may be, and under this subparagraph
(iii); and




     (iv) For purposes of determining whether an Employee has a one-year Period of
Severance, each hour (up to a maximum of 501 hours in a single continuous period)
for which the Employee is absent because of (A) the pregnancy of the Employee, (B)
the birth of a child of the Employee, (C) the placement of a child with the Employee
in connection with the Employee’s adoption of the child, (D) the Employee’s caring
for a child described in clause (B) or (C) immediately after the birth or placement
of the child, or (E) an authorized leave of absence under the Family and Medical
Leave Act of 1993. These hours shall be credited to the Employee for the
computation period in



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which the absence begins only if the Employee would otherwise incur a one-year
Period of Severance in that computation period. In all other cases, these hours
shall be credited to the next following computation period.




Notwithstanding the above, an hour for which an Employee is directly or indirectly paid, or
entitled to payment, on account of a period during which no duties are performed is not
required to be credited to the Employee if such payment is made or due under a plan
maintained solely for the purpose of complying with applicable worker’s compensation,
unemployment compensation, or disability insurance laws; nor are Hours of Service required
to be credited for a payment which solely reimburses an Employee for medical or medically
related expenses incurred by the Employee.




     (b) If a leased employee later becomes an Employee, Hours of Service with the Employer
and Related Companies as a leased employee shall be credited for such leased employee if he
or she is required to be treated as an employee for purposes of the Plan under Code Section
414(n) (including any Hours of Service during a period for which such leased employee would
have been treated as an employee but for the requirement that he or she perform services on
a substantially full-time basis for at least a year).




     (c) Hours of Service under this Section 1.24 shall be calculated and credited pursuant
to Section 2530.200b-2 of the Department of Labor Regulations, which are incorporated in the
Plan by this reference.



     1.25 Inactive Participant. An Employee or former Employee who was a Participant in
this Plan and has vested benefits under the Plan that have not been paid in full but who, either
pursuant to Section 2.3 or because he has terminated employment with the Employer, as the case may
be, is no longer entitled to accrue benefits under the Plan.



     1.26 Ineligible Employee. An Employee whose terms and conditions of employment
(including retirement benefits) are the subject of good faith bargaining between the Employer and
employee representatives, unless the Employer and employee representatives have negotiated for
coverage of the Employee hereunder and agreed to such coverage in writing.



     1.27 Investment Manager. A person other than the Trustee, the Company, or the
Committee:




     (a) who (i) is registered as an investment advisor under the Investment Advisors Act of
1940, (ii) is registered as an investment advisor under the laws of a state which meets the
requirements of ERISA Section 3(38)(B), (iii) is a bank as defined in that Act, or (iv) is
an insurance company qualified to perform services relating to the management, acquisition
or disposition of assets of a plan under the laws of more than one state; and




     (b) who has acknowledged in writing that it is a fiduciary with respect to the Plan.



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     1.28 Key Employee.




     (a) An Employee or former Employee, or a Beneficiary thereof, who, at any time during
the Plan Year is or was:




     (i) An officer of the Employer or a Related Company whose annual Section 415
Compensation from the Employer and Related Companies exceeds $130,000 (as adjusted
pursuant to Code Section 416(i)(1)) for such Plan Year;




     (ii) A 5% Owner (as defined in Section 1.21) of the Employer that employs (or
employed) the Employee (or former Employee); or




     (iii) A 1% owner (defined as any person who would be a 5% Owner under
subparagraph (c) above if “1%” were substituted for “5%” each place it appears in
Section 1.21) whose annual Section 415 Compensation from the Employer and Related
Companies exceeds $150,000.




“Key Employee” shall also include the Beneficiary of a deceased Key Employee, as
described above.




     (b) For purposes of this Section 1.28, Section 415 Compensation shall have the meaning
provided in Section 1.40.




     (c) The determination of Key Employee status shall be made in accordance with Code
Section 416(i), and the number of persons who are considered Key Employees shall be limited
as provided under that Section.




     (d) A “non-Key Employee” is any Employee who is not a Key Employee.



     1.29 Matching Contributions. The Employer’s contributions made pursuant to
Section 3.2(c).



     1.30 Normal Retirement Date. The date that a Participant attains age 65.



     1.31 Participant. An Employee who meets the requirements of Article 11 of the Plan.



     1.32 Period of Severance. The period of time commencing on the Employee’s Severance
from Service Date and ending on his Reemployment Commencement Date, except that, for an Employee or
former Employee absent for a maternity or paternity leave, as defined in the Hour of Service
definition at Section 1.24, a Period of Severance shall commence on the second anniversary of the
date such absence begins.



     1.33 Permanent Disability. Any medically determinable physical or mental infirmity of
a Participant which may be expected to result in death, or to be of long continued and indefinite
duration, and which renders him incapable to perform the customary duties of his



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employment with the Employer. The Committee shall determine whether a Participant has
incurred a Permanent Disability on the basis of a medical report of a physician acceptable to the
Committee.



     1.34 Plan. The Performance Food Group Company Employee Savings and Stock Ownership
Plan (formerly known as the Pocahontas Food Group, Inc. Employee Savings and Stock Ownership Plan),
as set forth herein and as amended from time to time.



     1.35 Plan Year. The 12 consecutive month period beginning on January 1 and ending on
December 31.



     1.36 Prior Plans. The Performance Food Group Company Employee Savings and Stock
Ownership Plan (formerly known as the Pocahontas Food Group, Inc. Employee Savings and Stock
Ownership Plan), as in effect immediately before the Effective Date of this Plan (the “1988 Prior
Plan”); the Pocahontas Foods, USA, Inc. Profit Sharing Retirement Plan, as in effect immediately
before June 1, 1988 (the “Pocahontas Plan”); the Caro Produce & Institutional Foods, Inc.
Retirement Plan, as in effect immediately before June 2, 1988 (the “Caro Produce Plan”); the
Kenneth O. Lester Company, Inc. Profit Sharing Plan, as in effect immediately before July 6, 1988
(the “Lester Company Plan”); the Hale Brothers, Inc. Profit Sharing Plan (the “Hale Brothers Plan”)
as in effect immediately before the merger of the Hale Brothers Plan into the Plan; the Milton’s
Institutional Foods, Inc. Profit Sharing Plan as in effect immediately before February 1, 1995 (the
“Milton’s Plan”); the NorthCenter Foodservice Corporation Profit Sharing Plan as in effect
immediately before March 21, 1999 (the “NorthCenter Plan”); the AFI Food Service Distributors, Inc.
Profit Sharing and Savings Plan (the “AFI Plan”) as in effect immediately before August 4, 1999;
the portion of the Thomas-Proestler Company Retirement Savings Plan attributable to its non-union
employees (the “TPC Spin-off Plan”) as in effect immediately before January 1, 2003; and the
Plee-Zing, Inc. 401(k) Profit Sharing Plan (the “Plee-Zing Plan”) as in effect immediately before
August 15, 2005.



     1.37 Qualified Non-Elective Contributions. The Employer’s contributions made pursuant
to Sections 3.2(e), 4.7(a)(iii) and 4.8(a)(ii).



     1.38 Reemployment Commencement Date. The date on which an Employee completes an Hour
of Service following a termination or Period of Severance.



     1.39 Related Company. Any corporation or business organization that is under common
control with the Company (as determined under Code Section 414(b) or 414(c)), any organization that
is a member of an affiliated service group that includes the Company (as determined under Code
Section 414(m)), and any other entity required to be aggregated with the Company pursuant to
Treasury Regulations under Code Section 414(o). For the purpose of applying the limitations set
forth in Section 4.6, Code Sections 414(b), 414(c) and 414(m) shall be applied as modified by Code
Section 415(h).



     1.40 Salary Reduction Contributions. The Employer’s contributions made in accordance
with a Participant’s salary reduction agreement made pursuant to Section 3.2(b).



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     1.41 Section 415 Compensation.




     (a) An Employee’s total annual compensation from the Employer and Related Companies, as
defined in the Treasury Regulations issued under Code Section 415. Under this definition,
“Section 415 Compensation” includes an Employee’s wages, salaries, fees for professional
services and other amounts received for personal services actually rendered in the course of
employment with the Employer and Related Companies (including, but not limited to,
commissions paid to salesmen, compensation for services on the basis of a percentage of
profits, commissions on insurance premiums, tips, bonuses, fringe benefits, and
reimbursement or other expense allowances under a nonaccountable plan (as described in
Section 1.62-2(c) of the Treasury Regulations). “Section 415 Compensation” does not include
items such as:




     (i) Contributions made by the Employer or a Related Company to a plan of
deferred compensation to the extent that, before application of the Section 415
limitations to that plan, the contributions are not includible in the Employee’s
gross income for the taxable year in which they are contributed;




     (ii) Any distributions from a plan of deferred compensation, regardless of
whether such amounts are includible in the gross income of the Employee when
distributed; provided, however, that any amounts received by an Employee pursuant to
an unfunded nonqualified plan shall be included in Section 415 Compensation in the
year such amounts are includible in the gross income of the Employee.




     (iii) Amounts realized from the exercise of a non-qualified stock option or
from restricted property;




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




     (v) 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).




     (b) The amount of an Employee’s annual Section 415 Compensation that may be taken into
account under the Plan shall not exceed $225,000 (for 2007, to be adjusted for future years
pursuant to Code Sections 401(a)(17)(B) and 415(d)). In applying these limitations, the
short Plan Year rules described in Section 1.13(d)(ii) shall apply. Section 415
Compensation shall include Salary Reduction Contributions by a Participant pursuant to
Section 4.2(a), any salary reduction contributions to a cafeteria plan under Code Section
125, and any elective amounts that are not includible in the gross income of the Participant
under Code Section 132(f)(4).



     1.42 Service. Effective January 1, 2002, for a Participant who completes an Hour of
Service on or after such date, the period of service from the Employee’s Date of Employment or



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Date of Reemployment until his Severance from Service Date, subject to the following
qualifications:




     (a) All periods of Service shall be aggregated on the basis that 12 months of Service
shall equal one year of Service, and 30 days of Service shall equal a month of Service in
the aggregation of fractional months. Separate periods of Service shall be aggregated on
the same basis.




     (b) Except as provided in subsection (c) below, if an Employee terminates employment
because of voluntary termination, discharge or retirement and then performs an Hour of
Service within twelve months from his Severance from Service Date, the period from such
termination of employment until the performance of an Hour of Service will be counted as
Service.




     (c) If an Employee terminates employment because of voluntary termination, discharge or
retirement during an absence from Service of 12 months or less for any reason other than
termination, retirement or death and then performs an Hour of Service within 12 months of
the original date on which the Employee was first absent from Service, the period from the
original date from which the Employee was first absent from Service until the performance of
an Hour of Service will be counted as Service.




     (d) Service with the Employer shall include Service recognized under any Prior Plan.




     (e) Effective as of December 28, 1991, Service shall include service credited to an
Employee under the terms of the Taylor & Sledd, Incorporated Profit Sharing Retirement Plan,
the Treasure Isle, Inc. Employees’ Thrift and Savings Plan, and any of the Prior Plans.




     (f) Effective as of December 22, 1992, Service shall include service with Loubat-L.
Frank, Inc. d/b/a American Beauty for employees of Loubat-L. Frank, Inc. on December 21,
1992, who became Employees of Performance Food Group Company effective December 22, 1992,
subject to the service rules of Section 5.2.




     (g) Effective as of May 24, 1993, Service shall include service with Summit
Distributors, Inc. for employees of Summit Distributors, Inc. on May 24, 1993, who became
Employees of Performance Food Group Company effective May 24, 1993, subject to the service
rules of Section 5.2.




     (h) Effective as of June 15, 1995, Service shall include service with the Cannon
Foodservice Division of Asheville Packing Company (“Cannon’s”) for employees of Cannon’s on
June 15, 1995, who became employees of Milton’s Foodservice, Inc. effective June 15, 1995,
subject to the service rules of Section 5.2.




     (i) Effective as of January 1, 1997, Service shall include credited service with McLane
Foodservice-Temple, Inc. and McLane Company, Inc. for employees of such



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companies who became employees of Performance Food Group of Texas, L.P. effective on
the effective date of the acquisition of the McLane food service business pursuant to an
asset purchase agreement with the Company dated October, 1996, subject to the service rules
of Section 5.2.




     (j) Effective as of July 1, 1997, Service shall include credited service with Central
Florida Finer Foods, Inc. for employees of such company who became employees of Performance
Food Group Company on June 30, 1997, subject to the service rules of Section 5.2.




     (k) Effective as of July 1, 1997, Service shall include credited service with
W. J. Powell Company, Inc. for employees who were employed with W. J. Powell Company, Inc.
on June 30, 1997, subject to the service rules of Section 5.2.




     (l) Effective as of July 1, 1997, Service shall include credited service with Tenneva
Foodservice, Inc. for employees of such company who became employees of Hale
Brothers/Summit, Inc. on May 18, 1997, subject to the service rules of Section 5.2.




     (m) Effective as of October 31, 1997, Service shall include credited service with AFI
Food Service Distributors, Inc. for employees of AFI Food Service Distributors, Inc. on
October 31, 1997, subject to the service rules of Section 5.2.




     (n) Effective as of July 1, 1998, Service shall include credited service with
Affiliated Paper Companies, Inc. (prior to its sale of certain assets of such company to a
Related Company) for employees of such company who became employees of Affiliated Paper
Companies, Inc. (formerly, APC Acquisition, Inc.) on July 1, 1998, subject to the service
rules of Section 5.2.




     (o) Effective as of July 27, 1998, Service shall include credited service with Taylor &
Sledd, Inc. (prior to its sale of certain assets of such company to a Related Company) for
employees of such company who became employees of T & S Acquisition, Inc. (whose name was
changed to Virginia Foodservice Group, Inc.) on July 27, 1998, subject to the service rules
of Section 5.2.




     (p) Effective as of March 21, 1999, Service shall include credited service with
NorthCenter Foodservice Corporation for employees of such company on the date of the merger
of NCF Acquisition, Inc. into NorthCenter Foodservice Corporation, subject to the service
rules of Section 5.2.




     (q) Effective as of August 28, 1999, Service shall include credited service with Dixon
Tom-A-Toe Companies, Inc. for employees of such company on the date of the merger of Dixon
Tom-A-Toe Companies, Inc. into Performance Acquisition, Inc., subject to the service rules
of Section 5.2.




     (r) Effective as of December 13, 1999, Service shall include credited service with
RAGONE, L.L.C. and DNGONE, L.L.C. for employees of such companies who



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became employees of Virginia Foodservice Group, Inc. on December 13, 1999, subject to
the service rules of Section 5.2.




     (s) Effective as of August 4, 2000, Service shall include credited service with Carroll
County Foods, Inc. for employees of Carroll County Foods, Inc. on August 4, 2000, subject to
the service rules of Section 5.2.




     (t) Effective as of December 13, 2000, Service shall include credited service with
Redi-Cut Foods, Inc., Kansas City Salad Holdings, Inc. and Kansas City Salad, L.L.C. for
employees of Redi-Cut Foods, Inc., Kansas City Salad Holdings, Inc. or Kansas City Salad,
L.L.C. on December 13, 2000, subject to the service rules of Section 5.2.




     (u) Effective as of April 2, 2001, Service shall include credited service with Empire
Seafood, Inc. for employees of Empire Seafood, Inc. on April 2, 2001, subject to the service
rules of Section 5.2.




     (v) Effective as of August 31, 2001, Service shall include credited service with
Springfield Foodservice Corporation for employees of Springfield Foodservice Corporation on
August 31, 2001, subject to the service rules of Section 5.2.




     (w) Effective as of January 1, 2002, Service shall include credited service with Fresh
Express, Inc., Fresh International Corporation, Fresh Cuts, Inc., Bruce Church, LLC,
Transfresh Corporation, Fresh Express Chicago, Inc. and Fresh Express Mid-Atlantic, Inc.
(the “Fresh Companies”) for employees of the Fresh Companies on October 16, 2001, subject to
the service rules of Section 5.2.




     (x) Effective as of July 26, 2002, Service shall include credited service with
Thoms-Proestler Company for employees of Thoms-Proestler Company on July 26, 2002, subject
to the service rules of Section 5.2.




     (y) Effective as of July 7, 2004, Service shall include credited service with
Plee-Zing, Inc. for Donald Donakowski, subject to the service rules of Section 5.2.




     (z) Service shall include service with an Adopting Company to the extent determined by
the Adopting Company and the Company pursuant to Section 12.1 to include such service as
Service under this Plan.




     (aa) Service credited to an Employee prior to January 1, 2002 shall be determined in
accordance with the hours of service computation method used under the previous Plan
document, effective January 1, 2000.



     1.43 Severance from Service Date. The earlier of the date on which an Employee quits,
is discharged, retires or dies, or the first anniversary of the first date of a period in which an
Employee remains absent from Service with the Employer or Related Employer maintaining the Plan for
any reason other than a quit, discharge, retirement or death.



-15-









 





     For purposes of determining Service, the Severance from Service Date for an Employee or former
Employee who is absent from work for maternity or paternity leave shall be the second anniversary
of the date such absence begins. For purposes of this Section, an absence from work for maternity
or paternity leave means an absence (a) by reason of the pregnancy of the Employee or former
Employee, (b) by reason of the birth of a child of the Employee or former Employee, (c) by reason
of the placement of a child with the Employee or former Employee in connection with the adoption of
such child by such Employee or former Employee, or (d) for purposes of caring for such child for a
period beginning immediately following such birth or placement. Notwithstanding the above, no
credit shall be given for Service pursuant to this paragraph unless the Employee or former Employee
furnishes sufficient information to the Committee to establish that the absence is due to maternity
or paternity leave, as well as the number of days of such absence.



     1.44 Suspense Account. The account, as described in Section 4.1(b), established to
hold Company Stock that has been pledged as security for a loan that satisfies the requirements of
Code Section 4975(d)(3) and ERISA Section 408(b)(3) and Regulations promulgated thereunder (an
“exempt loan”).



     1.45 Top Heavy. One or more plans that are qualified under Code Section 401(a) and
under which the sum of the present value of the accrued benefits of Key Employees under defined
benefit plans and the account balances of Key Employees under defined contribution plans exceeds
60% of the sum of the present value of accrued benefits and account balances of all employees,
former employees and beneficiaries in such plans, subject to the following:




     (a) The determination of whether this Plan is Top Heavy for a Plan Year shall be made
as of the last day of the immediately preceding Plan Year or, in the case of the first Plan
Year, the last day of such Plan Year (the “determination date”), based upon values as of
that date, and shall be made in accordance with Code Section 416(g).




     (b) If the Employer and Related Companies maintain more than one plan qualified under
Code Section 401, then (i) each such plan in which a Key Employee is a participant and (ii)
each such plan that must be taken into account in order for a plan described in clause (i)
to meet the requirements of Code Section 401(a)(4) or 410 shall be aggregated with this Plan
(collectively, the “required aggregation group”) to determine whether the plans, as a group,
are Top Heavy. For the purpose of making such determination, the Employer and Related
Companies may, in their discretion, aggregate any other qualified plan with this Plan to the
extent that such aggregation is permitted by Code Section 416(g) (such additional plans,
together with the required aggregation group, the “permissive aggregation group”).




     (c) For purposes of making a Top Heavy determination under this Section 1.45, the
following rules shall apply in determining the benefits in a defined benefit plan and the
account balances in a defined contribution plan:



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     (i) there shall be included the present value of distributions from such plans
made during the one-year period ending on the determination date and in-service
distributions from such plans made during the five-year period ending on the
determination date, including distributions under a terminated plan which, if it had
not been terminated, would have been required to be included in the required
aggregation group;




     (ii) except to the extent provided in Treasury Regulations of the Secretary of
the Treasury, any rollover contributions (or similar transfers) made to the plan
shall not be taken into account;




     (iii) the accrued benefits and account balances of the following persons shall
not be taken into account:




     (A) any individual who is a non-Key Employee for the Plan Year but was
a Key Employee for any prior Plan Year; or




     (B) any individual who has not performed services for the Employer or a
Related Company maintaining the plan at any time during the five-year period
ending on the determination date; and




     (iv) the accrued benefit of a non-Key Employee shall be determined under the
method, if any, that uniformly applies for accrual purposes under all plans
maintained by the Employer and Related Companies or, if there is no such method, as
if such benefit accrued not more rapidly than the slowest accrual rate permitted
under the fractional accrual rate of Code Section 411(b)(1)(C).



     1.46 Trust, Trust Fund or Fund. The trust implementing the Plan and the Plan assets
held in the trust.



     1.47 Trustee. The individual or individuals or the corporate entity (and any
successor thereto) that is appointed by the Company and that agrees to administer the Trust.



     1.48 Gender and Number. Except where otherwise indicated by the context, any
masculine terminology shall also include the feminine and neuter, and the definition of any tern in
the singular may also include the plural.



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ARTICLE II

PARTICIPATION




     2.1 Eligibility Requirements.




     (a) Each Employee who was participating in the Plan on January 1, 2006 and who is not
an Ineligible Employee shall continue to be a Participant in this Plan.




     (b) Effective January 1, 2006, each other Employee who is not already a Participant
pursuant to subparagraph (a) and who is not an Ineligible Employee may become a Participant
on the first day of the month next following the date the Employee has completed at least 60
days of Service.




     (c) Effective January 1, 2006, each Employee whose Employment Commencement Date is on
or after January 1, 2006, who has not elected to participate in the Plan in accordance with
subsection 2.1(b) above, and who is not an Ineligible Employee shall become a Participant on
the first day of the month next following the date the Employee has completed at least 60
days of Service in accordance with the automatic enrollment provisions described in Plan
section 3.2(b)(i)(A).




     (d) Notwithstanding subparagraphs (a) and (b), employees of B&R Foods, Inc., on
December 27, 1991, who became employees of Pocahontas Foods USA, Inc. effective December 28,
1991, and who are Employees and are not Ineligible Employees, shall be eligible to
participate in this Plan effective December 28, 1991.




     (e) Notwithstanding subparagraphs (a) and (b), employees of Loubat-L. Frank, Inc. d/b/a
American Beauty on December 21, 1992, who became employees of Performance Food Group Company
effective December 22, 1992, and who are Employees and are not Ineligible Employees, shall
be eligible to participate in this Plan effective December 22, 1992.




     (f) Notwithstanding subparagraphs (a) and (b), employees of Summit Distributors, Inc.
on May 24, 1993, who became employees of Performance Food Group Company effective May 24,
1993, and who are Employees and are not Ineligible Employees, shall be eligible to
participate in this Plan effective May 24, 1993.




     (g) Notwithstanding subparagraphs (a) and (b), individuals who, as of January 3, 1995,
were employees of Milton’s Institutional Foods, Inc., a wholly-owned subsidiary of the
Company, and who, on February 1, 1995, have satisfied the age and service eligibility
requirements of subparagraph (b) as in effect on that date, are Employees and are not
Ineligible Employees shall become Participants in this Plan effective February 1, 1995.




     (h) Notwithstanding subparagraphs (a) and (b), employees of McLane Foodservice-Temple,
Inc. or McLane Company, Inc. on December 27, 1996, who



-18-









 







became Employees of Performance Food Group of Texas, L.P. on the effective date of the
acquisition of the McLane food service business pursuant to an asset purchase agreement with
the Company dated October, 1996 who have satisfied the service eligibility requirement of
subparagraph (b), and are Employees and are not Ineligible Employees shall become
Participants in the Plan effective January 1, 1997.




     (i) Notwithstanding subparagraphs (a) and (b), employees of Central Florida Finer
Foods, Inc. who became Employees of the B&R Foods Division of Performance Food Group Company
on June 30, 1997, have satisfied the service eligibility requirement of subparagraph (b) on
July 1, 1997, and are Employees and are not Ineligible Employees shall become Participants
in the Plan effective July 1, 1997.




     (j) Notwithstanding subparagraphs (a) and (b), individuals who, as of June 30, 1997,
were employees of W. J. Powell Company, Inc. a wholly-owned subsidiary of the Company, and
who, on July 1, 1997, have satisfied the age and service eligibility requirements of
subparagraph (b), are Employees and are not Ineligible Employees shall become Participants
in the Plan effective July 1, 1997.




     (k) Notwithstanding subparagraphs (a) and (b), employees of Tenneva Foodservice, Inc.
who became Employees of Hale Brothers/Summit, Inc. on May 18, 1997, have satisfied the
service eligibility requirement of subparagraph (b) on July 1, 1997, and are Employees and
are not Ineligible Employees shall become Participants in the Plan effective July 1, 1997.




     (l) Notwithstanding subparagraphs (a) and (b), individuals who, as of October 31, 1997,
were employees of AFI Food Service Distributors, Inc., a wholly-owned subsidiary of the
Company, and who, on October 31, 1997, have satisfied the service eligibility requirements
of subparagraph (b), are Employees and are not Ineligible Employees shall become
Participants in the Plan effective October 31, 1997.




     (m) Notwithstanding subparagraphs (a) and (b), individuals who, as of July 1, 1998,
were employees of Affiliated Paper Companies, Inc. (formerly APC Acquisition, Inc.), a
wholly-owned subsidiary of the Company, and who, on July 1, 1998, have satisfied the service
eligibility requirements of subparagraph (b), are Employees and are not Ineligible Employees
shall become Participants in the Plan effective July 1, 1998.




     (n) Notwithstanding subparagraphs (a) and (b), individuals who, as of July 27, 1998,
were employees of T&S Acquisition, Inc. (whose name was changed to Virginia Foodservice
Group, Inc.), a wholly-owned subsidiary of the Company, and who, on July 27, 1998, have
satisfied the service eligibility requirements of subparagraph (b), are Employees and are
not Ineligible Employees shall become Participants in the Plan effective July 27, 1998.




     (o) Notwithstanding subparagraphs (a) and (b), individuals who, as of the date of the
merger of NCF Acquisition, Inc. into NorthCenter Foodservice Corporation were employees of
NorthCenter Foodservice Corporation, and who, as of March 21, 1999,



-19-









 







have satisfied the service eligibility requirements of subparagraph (b), are Employees
and are not Ineligible Employees shall become Participants in the Plan effective as of
March 21, 1999 or as soon thereafter as is administratively practicable.




     (p) Notwithstanding subparagraphs (a) and (b), employees of RAGONE, L.L.C. and DNGONE,
L.L.C. who became employees of Virginia Foodservice Group, Inc. on December 13, 1999, and
who as of December 13, 1999, have satisfied the service eligibility requirements of
subparagraph (b), are Employees and are not Ineligible Employees shall become Participants
in the Plan effective as of December 13, 1999 or as soon thereafter as is administratively
practicable.




     (q) Notwithstanding subparagraphs (a) and (b), individuals who, as of August 4, 2000,
were employees of Carroll County Foods, Inc., a wholly-owned subsidiary of the Company, and
who, on August 4, 2000, have satisfied the service eligibility requirements of subparagraph
(b), are Employees and are not Ineligible Employees shall become Participants in the Plan
effective August 4, 2000.




     (r) Notwithstanding subparagraphs (a) and (b), individuals who, as of April 2, 2001,
were employees of Empire Seafood, Inc. and who, on April 2, 2001, have satisfied the service
eligibility requirements of subparagraph (b), are Employees and are not Ineligible Employees
shall become Participants in the Plan as of April 2, 2001.




     (s) Notwithstanding subparagraphs (a) and (b), individuals who, as of August 31, 2001,
were employees of Springfield Foodservice Corporation and who on October 1, 2001 satisfied
the service eligibility requirements of subparagraph (b), are Employees and are not
Ineligible Employees shall become Participants in the Plan effective October 1, 2001.




     (t) Notwithstanding subparagraphs (a) and (b), individuals who, on July 26, 2002, were
employees of Thoms-Proestler Company, and who, on November 1, 2002, have satisfied the
service eligibility requirements of subparagraph (b), are Employees and are not Ineligible
Employees shall become Participants in the Plan on November 1, 2002 or as soon thereafter as
is administratively practicable.




     (u) Notwithstanding subparagraphs (a) and (b), Donald Donakowski who, on July 7, 2004,
was an employee of Plee-Zing, Inc., who, after July 7, 2004, remained an employee of
Plee-Zing, Inc. and who, on July 7, 2004, had satisfied the service eligibility requirements
of subparagraph (b), is an Employee and is not an Ineligible Employee shall become a
Participant in the Plan on July 7, 2004, or as soon thereafter as is administratively
practicable.




     (v) An Employee who becomes a Participant shall remain a Participant until such
Participant retires, dies, or otherwise terminates employment with the Employer, at which
time he shall become an Inactive Participant until he no longer maintains a vested Account
balance in the Plan. Any Inactive Participant hereunder may again become a



-20-









 







Participant upon reemployment with the Employer and satisfaction of the relevant
requirements of Section 2.2.




     (w) Notwithstanding subparagraphs (a) and (b), an Employee who is not an Ineligible
Employee because the Employer and employee representatives have negotiated his coverage
under the Plan and have agreed to such coverage in writing shall only participate in the
components(s) of the Plan specifically agreed to in writing pursuant to such negotiations.
For example, if the applicable collective bargaining agreement only provides for a union
Employee’s participation in the 401(k) component of the Plan, he may not participate in the
profit sharing and ESOP components of the Plan.



     2.2 Reemployment.




     (a) If a Participant terminates employment with the Employer after he has a vested
interest in any part of his Account and then is reemployed by the Employer, the Participant
will requalify as a Participant as of his Reemployment Commencement Date.




     (b) If a Participant (i) terminates employment with the Employer before he has a vested
interest in any part of his Account, (ii) has a Period of Severance that equals or exceeds
the greater of five years or his Service before his termination of employment, and (iii) is
then reemployed by the Employer, the Participant must again satisfy the requirements of
Section 2.1 in order to qualify as a Participant. However, if such Participant’s Period of
Severance is less than that specified in (ii) above, the Participant will requalify as a
Participant as of his Reemployment Commencement Date.




     (c) If an Employee who is not an Ineligible Employee (i) terminates employment with the
Employer before such Employee has satisfied the requirements of Section 2.1, and (ii) is
then reemployed by the Employer, such Employee will qualify as a Participant as of the first
January 1, April 1, July 1 or October 1, or, effective January 1, 2006, on the first day of
the month, coinciding with or next following the date on which he has met such requirements,
if he is then an Employee.



     2.3 Loss of Eligibility with Continued Employment. If a Participant who is continuing
in the employ of the Employer becomes an Ineligible Employee, such Participant shall be considered
an Inactive Participant, and his Account shall continue to be held for his benefit and shall be
adjusted and credited with earnings and losses pursuant to Section 4.4. If such Inactive
Participant ceases to be an Ineligible Employee and again becomes an Employee, he shall be
immediately eligible to participate in the Plan, and, for purposes of vesting, his Service shall
include his Service as an Inactive Participant, to the extent otherwise so creditable under the
Plan.



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ARTICLE III

CONTRIBUTIONS




     3.1 ESOP Contributions.




     (a) For each Plan Year, the Employer may contribute to the Plan an amount which the
Board of Directors of the Company deems appropriate (“discretionary ESOP Contribution”).




     (b) In addition to any discretionary ESOP Contribution under subparagraph (a), if the
Plan has incurred an exempt loan secured by Company Stock held in the Trust Fund, for each
Plan Year, the Employer shall make a contribution of not less than the amount of the current
installments of principal and interest that are due on such loan during such Plan Year (a
“mandatory ESOP Contribution”). The obligation to make a mandatory ESOP Contribution, as
well as the obligation to make any discretionary ESOP Contribution that the Board decides to
make pursuant to subparagraph (a), shall be allocated as follows:




For each Plan Year, the Board shall allocate to each Adopting Company a share of the
contribution equal to the proportion that the total Compensation for the relevant
Plan Year of the Participants employed by the Adopting Company bears to the total
Compensation for such Plan Year of all Participants in the Plan for the Plan Year;
provided, however, that if, pursuant to Section 4.3 of the Plan, a Participant is
ineligible to share in allocations of ESOP Contributions, such Participant’s
Compensation shall be excluded from both the numerator and denominator of the
fraction.




     (c) The Employer’s ESOP Contributions may be made in cash or in Company Stock;
provided, however, that the Employer shall contribute annually an amount of cash that is at
least equal to the mandatory ESOP Contribution described in subparagraph (b) above. The
ESOP Contributions of the Employer for any Plan Year may be made in one or more payments at
any time during the Plan Year, provided that the total amount of ESOP Contributions for any
Plan Year shall be paid to the Trustee no later than the date on which the Employer’s
federal income tax return is required to be filed, including any extensions for filing that
may be obtained.




     (d) The Employer’s cash ESOP Contribution, earnings on that contribution, and earnings
attributable to Company Stock held in the Trust Fund that is used as collateral for an
exempt loan shall be used to pay the current installments of principal and interest on such
loan. To the extent that such cash contribution exceeds the amount necessary to pay the
current installments of principal and interest on such loan, the contribution shall be
allocated to Participants’ Accounts as described in Section 4.2(b).



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     3.2 Savings Plan Contributions.




     (a) Basic Contributions. For each Plan Year, an Employer may make a Basic
Contribution on behalf of each Participant employed by that Employer. The amount of the
Basic Contribution to be made by an Employer shall be determined by the Board of Directors
of the Employer. Basic Contributions will be allocated in accordance with Section 4.2(a).




     (b) Salary Reduction Contributions.




     (i) A Participant may elect to have Salary Reduction Contributions made on his
behalf by entering into a salary reduction agreement with the Employer that employs
the Participant, which agreement shall be in the form prescribed by the Committee.
Under the agreement, such Employer will agree to reduce the Participant’s
Compensation during the portion of the Plan Year following the election by a
designated whole percentage of Compensation and to contribute that designated
percentage to the Plan for the benefit of the Participant. The designated whole
percentage may be from 1% to 50% of the Compensation that is otherwise payable to
the Participant during the Plan Year, provided that:




     (A) As set forth in Plan section 2.1(c), a Participant who does not
elect affirmatively to participate in the Plan prior to the date on which he
is first eligible shall be enrolled automatically in the Plan as soon as
administratively practicable following the date such Participant first
becomes eligible. Effective for Eligible Employees whose Employment
Commencement Date is on or after January 1, 2006, and who first become
eligible pursuant to the requirements set forth in Plan section 2.1 on or
after January 1, 2006, such Participant’s automatic Elective Deferral
percentage shall equal one percent (1%). The Plan Administrator shall
provide reasonable notice and opportunity to each Eligible Employee to
decline participation or to elect a different deferral percentage. The Plan
Administrator shall notify periodically each Participant of his Elective
Deferral percentage and such Participant’s right to change the percentage to
an amount not less than one percent (1%), including the procedure for
exercising that right and the timing for implementation of any such
election.




     (B) At any time during the Plan Year, the Committee may limit the
percentage of Compensation that may be contributed for the benefit of Highly
Compensated Employees,




     (C) The maximum amount of Salary Reduction Contributions that may be
made on behalf of any Participant during a calendar year, together with
elective deferrals under any other qualified plan maintained by the Employer
or a Related Company, may not exceed $15,500 (for



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2007, to be adjusted for future years pursuant to Code Section
402(g)(1) and (g)(4)), and




     (D) Effective July 1, 2002, and through December 31, 2006, a
Participant may elect that Salary Reduction Contributions not be made from
any bonuses paid to him by the Employer. Effective January 1, 2007, Salary
Reduction Contributions will be made from any bonuses paid to the
Participant unless such Participant’s Compensation exceeds the limit set
forth in Code section 401(a)(17) prior to receipt of such bonus.




     (ii) The Committee shall prescribe time periods within which salary reduction
elections must be made by a Participant and shall also prescribe the manner for
entering into salary reduction agreements pursuant to such Participant elections.
Effective January 1, 2007, a Participant may change his election to increase,
decrease or stop Salary Reduction Contributions by filing a new election on any
business day of the Plan Year. Such election shall be effective as of the first day
of the payroll period following the date such election is received by the Committee
or any third-party recordkeeper appointed by the Committee. All elections made by a
Participant shall continue in force until they are changed or until the Participant
ceases to be a Participant.




     (c) Matching Contributions. The Employer may, in its discretion, contribute to
the Matching Contribution Account of each Participant eligible for an allocation of such
contributions pursuant to Section 4.2(a)(ii) an amount related to the Participant’s Salary
Reduction Contributions for the Plan Year. The matching formula and the maximum limit on
the amount of Salary Reduction Contributions that are matched under the formula shall be
determined each Plan Year in the discretion of the Employer. The Employer may, in its
discretion, make separate Matching Contributions to the Plan for each Adopting Company or
division thereof and shall not be required to make separate Matching Contributions to the
Plan for a particular Adopting Company or division for any particular Plan Year.




     (d) Voluntary Employee Contributions. Employees of Caro Produce &
Institutional Foods, Inc. who were eligible to participate in the 1988 Prior Plan could
elect to make voluntary non-deductible employee contributions to such Prior Plan on or
before October 31, 1988, after which no such contributions were permitted. Any such
contributions previously made by any such Participant have been allocated to the
Participant’s Prior Plan Employee Contributions Account.




     (e) Qualified Non-Elective Contributions. The Employer may contribute to the
Qualified Non-Elective Contributions Account of each Participant eligible for an allocation
of such contributions pursuant to Sections 4.9(c) or 4.9(e), whichever is applicable.



     3.3 Limitation on Contributions. Notwithstanding any provision of the Plan to the
contrary, the Employer’s aggregate contributions hereunder shall not exceed the maximum



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amount allowable as a deduction to the Employer under the provisions of Code Sections
404(a)(3) and (9); provided, however, that, to the extent necessary to provide any statutorily
required Top Heavy minimum allocations, the Employer shall make a contribution to the Plan even if
it causes the Employer’s aggregate contributions to the Plan to exceed the amount deductible under
Code Sections 404(a)(3) and (9).



     3.4 No Right or Duty of Inquiry. Neither the Trustee, the Committee, nor any
Participant or Beneficiary shall have any right or duty to inquire into the amount of an Employer’s
annual contribution to the Plan or the method used in determining the amount of such contribution.
The Trustee shall be accountable only for funds actually received by the Trustee.



     3.5 Non-Reversion. It shall be impossible, at any time before satisfaction of all
liabilities with respect to Participants and their Beneficiaries, for any part of the principal or
income of the Trust Fund to be used for, or diverted to, purposes other than for the exclusive
benefit of such Participants and their Beneficiaries; provided, however, that:




     (a) If a contribution is made by the Employer under a mistake of fact, this Section
shall not prohibit the return of the contribution to the Employer within one year after the
payment of such contribution;




     (b) If a contribution is conditioned on qualification of the Plan under Code Section
401 (as provided under Section 13.8 of the Plan), and the Plan does not initially so
qualify, this Section shall not prohibit the return of the contribution to the Employer
within one year after the date of denial of initial qualification of the Plan, but only if
the application for determination is made by the time prescribed by law for filing the
Employer’s return for the taxable year in which the Plan was adopted or such later date as
the Secretary of the Treasury may prescribe; or




     (c) If a contribution is conditioned upon the deductibility of the contribution (as
provided under Section 13.8 of the Plan), then, to the extent the deduction is disallowed,
this Section shall not prohibit the return of the contribution (to the extent disallowed) to
the Employer within one year after the disallowance of the deduction.



     3.6 Time and Manner of Payment of Contributions.




     (a) Salary Reduction Contributions shall be paid by each Employer to the Trustee within
time frame required by law.




     (b) Basic Contributions, Matching Contributions and ESOP Contributions for any Plan
Year shall be made in one or more payments at any time; provided that the total amount of
such contributions shall be paid to the Trustee not later than the date on which the
Employer’s federal income tax return is required to be filed, including any extensions for
filing obtained. Such contributions may be made in cash or in Company Stock or in any
combination of the two.



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     3.7 Catch-up Contributions. A Participant who has attained age 50 before the close of
the Plan Year shall be eligible to make catch-up contributions in accordance with, and subject to
the limitations of, Code Section 414(v). Such catch-up contributions shall not be taken into
account for purposes of the provisions of the Plan implementing the required limitations of Code
Sections 402(g) and 415. The Plan shall not be treated as failing to satisfy the provisions of the
Plan implementing the requirements of Code Section 401(k)(3), 401(k)(11), 401(k)(12), 410(b) or
416, as applicable, by reason of the making of such catch-up contributions.




-26-











 





ARTICLE IV

ACCOUNTS AND ALLOCATIONS




     4.1 Accounts.




     (a) As appropriate, the following Accounts shall be maintained for each Participant:




     (i) An ESOP Contributions Account, to which shall be credited ESOP
Contributions made pursuant to Section 3.1 and earnings thereon, to be invested in
Company Stock.




     (ii) A Basic Contributions Account, to which shall be credited Basic
Contributions made pursuant to Section 3.2(a) and earnings thereon.




     (iii) A Salary Reduction Contributions Account, to which shall be credited
Salary Reduction Contributions made pursuant to Section 3.2(b) and earnings thereon.




     (iv) A Matching Contributions Account, to which shall be credited Matching
Contributions made pursuant to Section 3.2(c) and earnings thereon.




     (v) A Prior Plan ESOP Contributions Account, to which shall be credited
employer contributions (other than salary reduction contributions) and matching
contributions made to a Prior Plan (other than the 1988 Prior Plan or the Pocahontas
Plan) and transferred to this Plan to be invested in Company Stock, and earnings
thereon. Funds transferred from the Caro Produce Plan and from the Lester Company
Plan will be accounted for separately.




     (vi) A Prior Plan Employee Contributions Account, to which shall be credited
employee contributions and salary reduction contributions made to a Prior Plan
(other than the 1988 Prior Plan or the Pocahontas Plan) and any earnings thereon.
Salary reduction contributions, deductible employee contributions and non-deductible
employee contributions made to a Prior Plan (other than the 1988 Prior Plan or the
Pocahontas Plan) will be accounted for separately. Funds transferred from the Caro
Produce Plan and from the Lester Company Plan, and funds attributable to employee
after-tax contributions transferred from the NorthCenter Plan, will be accounted for
separately.




     (vii) A Prior Plan Employer Contributions Account, to which shall be credited
employer contributions (other than salary reduction contributions) and matching
contributions made to a Prior Plan (other than the 1988 Prior Plan or the Pocahontas
Plan) and transferred to this Plan (other than contributions credited to a Prior
Plan ESOP Contributions Account, as provided in subparagraph (v) above), and any
earnings thereon. Funds transferred from the Caro Produce Plan,



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from the Lester Company Plan, from the Milton’s Plan, and from the NorthCenter
Plan will be accounted for separately.




     (viii) A Rollover Account, to which shall be credited transfers of assets made
pursuant to Section 8.8 and any earnings thereon.




     (ix) A Qualified Non-Elective Contributions Account, to which shall be credited
Qualified Non-Elective Contributions made pursuant to Sections 3.2(e), 4.7(a)(iii)
and 4.8(a)(ii). Amounts in the Qualified Non-Elective Contribution Account are
nonforfeitable when made and are subject to the distribution restrictions of Section
6.10.




     (b) If Company Stock has been pledged as collateral for an exempt loan, the encumbered
Company Stock will be held in a separate account (the “Suspense Account”) pending repayment
of the loan. As the loan is repaid, the Company Stock that was originally pledged as
collateral for the portion of the loan that is repaid shall be released from encumbrance.
The number of shares of Company Stock released from encumbrance for each Plan Year during
the duration of the loan shall equal the number of encumbered shares of Company Stock held
by the Plan immediately before the release, multiplied by the following fraction (which
shall not exceed one):




     (i) The numerator is the amount of principal and interest paid on the loan for
the Plan Year, and




     (ii) The denominator is the sum of the numerator plus the principal and
interest to be paid on the loan for all future Plan Years (determined without taking
into account any possible extension or renewal periods).




The amount of Company Stock released from encumbrance for each Plan Year shall be allocated
to Participants’ Accounts in the manner described in Section 4.2.




     (c) As set forth in Section 4.1(a) above, separate segregated accounts (a Prior Plan
Employer Contributions Account and a Prior Plan Employee Contributions Account) shall be
maintained for each Participant who is credited with Prior Plan contributions made on behalf
of Participants whose Prior Plan accounts (or a portion thereof) are not to be invested in
Company Stock, and a separate segregated account (Prior Plan ESOP Contributions Account)
shall be maintained for each Participant who is credited with Prior Plan contributions made
on behalf of Participants whose Prior Plan accounts (or a portion thereof) are to be
invested in Company Stock. For purposes of this subparagraph (c), “Prior Plan” shall not
include the 1988 Prior Plan or the Pocahontas Plan.



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     4.2 Allocation of Contributions and Forfeitures.




     (a) Savings Plan Contributions.




     (i) As of each Adjustment Date, the Committee shall allocate to the Salary
Reduction Contributions Account of each Participant the Salary Reduction
Contributions made for the benefit of the Participant since the last Adjustment
Date. The Committee may designate additional dates for the allocation of Salary
Reduction Contributions to Participants’ Accounts.




     (ii) As of each payroll period in the Plan Year, the Committee shall allocate
to the Matching Contributions Account of each Participant the Matching Contributions
made on behalf of such Participant such payroll period.




     (iii) As of the last day of each Plan Year, the Committee shall allocate Basic
Contributions (if any) to the Basic Contributions Account of each Participant who
has completed a one-year period of Service during the Plan Year and is employed on
the last Adjustment Date of the Plan Year. The allocation of Basic Contributions
will be made in the proportion that each Participant’s Compensation for the Plan
Year bears to the total Compensation of all Participants for the Plan Year.




     (iv) As of the last day of the Plan Year, the Committee shall allocate
Qualified Non-Elective Contributions to the Qualified Non-Elective Contributions
Account of each eligible Participant in accordance with the provisions of Sections
4.9(c) or 4.9(e), whichever is applicable.




     (b) ESOP Contributions. As of the last Adjustment Date of each Plan Year, the
Committee shall allocate discretionary ESOP Contributions (including all shares and
fractional shares of Company Stock contributed by the Employer in kind or purchased by the
Trust Fund with cash contributed by the Employer, and cash contributions by the Employer),
as well as Company Stock released from encumbrance pursuant to Section 4.1(b) (collectively,
“Allocable ESOP Contributions”) to each Participant’s ESOP Contributions Account, as
follows:




     (i) For each Plan Year in which the Plan is Top Heavy, the allocation shall be
made as follows:




     (A) Unless this minimum allocation is provided to the Participants
under another defined contribution plan maintained by the Employer, the
Committee shall first allocate Allocable ESOP Contributions among the ESOP
Contributions Accounts of Participants who are Employees on the last
Adjustment Date of the Plan Year, whether or not they completed a one-year
period of Service during the Plan Year, up to an amount equal to 3% of each
such Participant’s Section 415



-29-









 






Compensation. The allocation shall be made in the proportion that each
such Participant’s Compensation for the Plan Year bears to the total
Compensation of all such Participants for the Plan Year.




     (B) The remainder, if any, of Allocable ESOP Contributions shall be
allocated to the Accounts of those Participants who completed a one-year
period of Service during the Plan Year and who are Employees on the last
Adjustment Date of the Plan Year. The allocation shall be made in the
proportion that each such Participant’s Compensation for the Plan Year bears
to all such Participants’ Compensation for the Plan Year.




     (ii) For each Plan Year in which the Plan is not Top Heavy, such allocation
shall be made to the ESOP Contributions Account of each Participant who has
completed a one-year period of Service during the Plan Year and is employed by the
Employer on the last Adjustment Date of the Plan Year. Notwithstanding the
preceding sentence, an allocation shall be made to a Participant who was employed by
the Employer as of an Adjustment Date during the Plan Year, but who is not employed
on the last Adjustment Date of the Plan Year due to his retirement on or after his
Normal Retirement Date, death or Permanent Disability. The allocation shall be made
in the proportion that each such Participant’s Compensation for the Plan Year bears
to the total Compensation of all such Participants for the Plan Year.




     (c) Forfeitures. Forfeitures of Basic Contributions, Matching Contributions
and ESOP Contributions shall be allocated first to restore previously forfeited Account
balances, if any, in accordance with Section 5.3(c). Any remaining Forfeitures shall be
allocated to Participants’ Accounts, with Matching Contribution Forfeitures being first used
to reduce the Matching Contributions pursuant to Section 3.2(c) and allocated in accordance
with subparagraph (a)(ii), Basic Contribution Forfeitures being first used to reduce Basic
Contributions pursuant to Section 3.2(a) and allocated in accordance with subparagraph
(a)(iii), and ESOP Contribution Forfeitures allocated to Participants eligible to receive
allocations of such Forfeitures on December 31, 2003 in accordance with subparagraph (b) of
this Section 4.2.



     4.3 Ineligibility to Receive Allocations of Company Stock.



     (a) If the Trust acquires Company Stock in a sale to which Code Section 1042 applies,
no portion of the Company Stock acquired by the Trust in the sale, earnings attributable to
such Company Stock, or assets of the Trust attributable to or allocable in lieu of such
Company Stock, may be allocated directly or indirectly to the ESOP Contributions Account (or
any other Account) of any of the following persons:




     (i) During the non-allocation period described in subparagraph (b), the person
who made the election under Code Section 1042;



-30-









 






     (ii) During the non-allocation period described in subparagraph (b), any person
who is related to the person described in item (i) (within the meaning of Code
Sections 267(b) and 409(n)(3)); or




     (iii) Any person who owns (after application of Code Section 318(a)) more than
25% of any class of outstanding stock of the Company or a Related Company or more
than 25% of the total value of outstanding stock of the Company or a Related
Company.




     (b) In applying the non-allocation rules described in subparagraph (a), the
“non-allocation” period is the period beginning on the date of the sale of Company Stock to
which Code Section 1042 applies and ending on the later of (i) the date which is ten years
after the date of such sale, or (ii) the date of the Plan allocation attributable to the
final payment of any acquisition indebtedness incurred in connection with the sale.



     4.4 Allocation of Earnings.



     (a) As of each Adjustment Date, the Trustee shall determine and advise the Committee of
the amount of any increase (or decrease) in the value of the Trust Fund (disregarding the
value of Company Stock and dividends paid on Company Stock) since the last Adjustment Date.
The Committee shall allocate among the Accounts any such increase (or decrease) in such
value on the basis of the value of each Account on the preceding Adjustment Date, as
adjusted below in the following order:




     First: Any withdrawals, distributions or Forfeitures made from or with
respect to each Participant’s Accounts during the period since the last Adjustment
Date shall be deducted from such Accounts.




     Second: One-half of the Salary Reduction Contributions made by or on
behalf of each Participant pursuant to Section 3.2(b) during the period since the
last Adjustment Date shall be added to each such Participant’s Accounts.


Any increase (or decrease) in the fair market value of the Trust Fund shall be allocated and
credited to the appropriate Accounts on the basis of the ratio that each Account balance, as
adjusted, bears to the total of all Account balances, as adjusted. The Committee shall
adopt such additional procedures as may be necessary or desirable to ensure proper and
equitable allocations of any increases (or decreases) in the fair market value of the Trust
Fund between Adjustment Dates.





     (b) As of each Adjustment Date, the Trustee shall adjust the Suspense Account and each
Participant’s Account credited with Company Stock to reflect any increase (or decrease) in
the value of, and any dividends paid on, such Company Stock since the last Adjustment Date.
Any Company Stock received by the Trustee as a result of a stock split or stock dividend or
as a result of a reorganization or other recapitalization of the Company or a Related
Company shall be allocated among Participants’ Accounts credited with Company Stock and the
Suspense Account by applying the applicable stock



-31-









 






split or stock dividend factor to the number of shares in each Participant’s Account
and in the Suspense Account, respectively, on the record date for the stock split, stock
dividend or recapitalization. Cash dividends paid on Company Stock allocated to the
Suspense Account will be used to repay the loan for which such Company Stock has been
pledged as collateral and shall be disregarded in the adjustment of Participants’ Accounts
under this subparagraph until such Company Stock is released from the Suspense Account.
Cash dividends paid on Company Stock allocated to Participants’ Accounts will, in the
Administrator’s sole discretion, either be distributed to the Participants no later than
ninety (90) days after the close of the Plan Year in which such dividends are paid to the
Trust or paid directly to such Participants. If the Administrator decides to distribute or
pay cash dividends as described in the preceding sentence, the Participants may elect to
have such dividends reinvested in Common Stock in lieu of receiving such distributions or
payments thereof.



     4.5 Segregated Accounts. Any account that has been segregated from the Trust Fund
pursuant to Section 4.1(c) shall not share in the adjustments and allocations of Section 4.4. Each
such segregated account shall be credited with the net income and increases and decreases in value
attributable to that account only.



     4.6 Annual Additions.




     (a) Notwithstanding any other provision of this Plan, the total amount of the Annual
Addition (defined below) that may be allocated to the Accounts of any Participant for any
Limitation Year (defined below) shall not exceed the lesser of (i) $40,000 or (ii) 100% of
the Participant’s Section 415 Compensation. The amount referred to in (i) above shall be
adjusted from time to time to correspond to the amount prescribed by law under Code Section
415(c)(1)(A) or by the Secretary of the Treasury pursuant to Code Section 415(d), determined
as of the last Adjustment Date of the relevant Limitation Year.




     (b) For purposes of this Section, the “Limitation Year” is the Plan Year and the term
“Employer” includes Related Companies. Except to the extent modified by subparagraph (c),
“Annual Addition” means the total of (i) Basic Contributions, (ii) Salary Reduction
Contributions, (iii) Matching Contributions, (iv) ESOP Contributions, and (v) Forfeitures,
credited to the Participant’s Accounts.




     (c) If no more than one-third of the ESOP Contributions deductible under Code Section
404(a)(9) for a Plan Year are allocated to the Accounts of Highly Compensated Employees,
then, notwithstanding the foregoing rules, Annual Additions will not include either:




     (i) ESOP Contributions that are applied to the payment of interest on an exempt
loan used to acquire Company Stock; or




     (ii) Forfeitures of Company Stock acquired with the proceeds of such a loan.



-32-









 






     (d) If, as a result of the allocation of Forfeitures, a reasonable error in estimating
a Participant’s Compensation, a reasonable error in determining the amount of Salary
Reduction Contributions that may be made with respect to any Participant under the limits of
Code Section 415, or any other facts and circumstances to which Treasury Regulation
1.415-6(b)(6) shall be applied, the Annual Additions to a Participant’s Account in any
Limitation Year exceed the limitation of this Section 4.6, then the amounts in excess of the
limitation, which would have been credited to the Participant’s Account but for this
Section, shall be administered as follows:




     (i) First, any excess amounts allocable to Salary Reduction Contributions (in
association with the Matching Contributions associated with such Salary Reduction
Contributions) shall be distributed (including earnings thereon) to the appropriate
Participants;




     (ii) Any excess amount remaining shall, as of the end of the Plan Year to which
the limitation applies, be reallocated among the Accounts of all Participants (other
than Participants for whom such allocation would cause the limitation to be
exceeded);




     (iii) If no further allocation or reallocation of the excess amount can be made
for the Limitation Year without exceeding the limitation with respect to a
Participant, then the remaining excess amount as finally determined shall be held
unallocated in a separate suspense account and shall first be used to reduce
Employer contributions for the next Limitation Year, and then shall be reallocated
among the Accounts of Participants in the next Limitation Year (and succeeding
Limitation Years, as necessary) before any contributions are made for that
Limitation Year that would constitute Annual Additions. A suspense account
described herein shall not be subject to adjustment for investment gains or losses.




Any amounts reallocated to Participants’ Accounts hereunder shall be allocated in the
proportion that each Participant’s Compensation for the relevant Limitation Year bears to
the total Compensation of all Participants for such Limitation Year.




     (e) If the Employer and Related Companies maintain more than one defined contribution
plan qualified under Code Section 401, then this Section shall be applied in such a way that
the total Annual Additions under all such plans shall not exceed the amount specified in
subparagraph (a). If Annual Additions in excess of the limitations are allocated, the
Committee shall instruct the Trustee to adjust the Annual Additions to this Plan before
adjustments are made to any other defined contribution plan maintained by the Employer or a
Related Company.



     4.7 Anti-Discrimination Test for Salary Reduction Contributions.




     (a) Notwithstanding any other provision of this Plan, the Plan shall meet the
anti-discrimination test of Code section 401(k) (described in subparagraph (b) below) for



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each Plan Year. In order to ensure that the anti-discrimination test is met, either or
a combination of the following steps may be taken:




     (i) At any time during the Plan Year, the Committee may limit the amount of
Salary Reduction Contributions that may be made on behalf of Highly Compensated
Employees.




     (ii) The Committee may reduce the Salary Reduction Contributions made for the
Plan Year to the extent necessary to meet the requirements of Code Section 401(k) in
the manner described in Section 4.9(b).




     (iii) The Employer may contribute a Qualified Non-Elective Contribution on
behalf of each eligible Participant pursuant to Section 4.9(c).




     (b) The anti-discrimination requirements of Code Section 401(k) require that, in each
Plan Year, one of the following tests must be met:




     (i) The Actual Deferral Percentage (defined below) of the eligible Highly
Compensated Employees for the Plan Year is not more than the Actual Deferral
Percentage of all other eligible Employees for the Plan Year multiplied by 1.25; or




     (ii) The excess of the Actual Deferral Percentage of the eligible Highly
Compensated Employees for the Plan Year over that of the other eligible Employees
for the Plan Year is not more than 2 percentage points, and the Actual Deferral
Percentage of the eligible Highly Compensated Employees for the Plan Year is not
more than 200% of the Actual Deferral Percentage of all other eligible Employees for
the Plan Year. The provisions of Code Section 401(k)(3) and Treasury Regulation
1.401(k)-1(b) are incorporated herein by reference.




     (c) Notwithstanding Section 4.7(b) above, for the 1998 Plan Year, the
anti-discrimination requirements of Code Section 401(k) were satisfied using the Actual
Deferral Percentage of eligible Employees who were not Highly Compensated Employees for the
preceding Plan Year, rather than the Actual Deferral Percentage for the Plan Year.




     (d) The Actual Deferral Percentage for a group of Participants is the average of the
ratios, calculated separately for each Participant in the group, of the amount of Salary
Reduction Contributions that are credited under the Plan on behalf of each Participant for
the Plan Year, to the Participant’s Compensation for the Plan Year.




     (e) If the Employer maintains more than one plan qualified under Code Section 401(a),
and if the plans are aggregated for purposes of satisfying Code Section 401(a)(4) or
410(b)(1)(A) or (B), all qualified cash or deferred arrangements contained in such plans
shall be aggregated for purposes of performing the anti-discrimination test for Salary
Reduction Contributions. If a Highly Compensated Employee participates in more



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than one plan of the Employer, all elective deferrals made by the Highly Compensated
Employee under all such plans shall be aggregated for purposes of performing the
anti-discrimination test described in subparagraph (b).



     4.8 Anti-Discrimination Test for Matching Contributions.




     (a) Notwithstanding any other provision of this Plan, the Plan shall meet the
anti-discrimination test of Code Section 401(m) (described in subparagraph (b) below) for
each Plan Year. In order to ensure that the anti-discrimination test is met, either or a
combination of the following steps may be taken:




     (i) The Committee shall reduce the Matching Contributions for the Plan Year to
the extent necessary to meet the requirements of Code Section 401(m) in the manner
described in Section 4.9(d).




     (ii) The Employer may contribute a Qualified Non-Elective Contribution on
behalf of each eligible Participant pursuant to Section 4.9(e).




     (b) The anti-discrimination requirements of Code Section 401(m) require that, in each
Plan Year, one of the following tests must be met:




     (i) The Contribution Percentage (defined below) of the eligible Highly
Compensated Employees for the Plan Year is not more than the Contribution Percentage
of all other eligible Employees for the Plan Year multiplied by 1.25; or




     (ii) The excess of the Contribution Percentage of the eligible Highly
Compensated Employees for the Plan Year over that of the other eligible Employees
for the Plan Year is not more than 2 percentage points, and the Contribution
Percentage of the eligible Highly Compensated Employees for the Plan Year is not
more than 200% of the Contribution Percentage of all other eligible Employees for
the Plan Year. The provisions of Code Section 401(m)(2) and Treasury Regulations
1.401(m)-1(a) and (b) are incorporated herein by reference.




     (c) Notwithstanding Section 4.8(b) above, for the 1998 Plan Year, the
anti-discrimination requirements of Code Section 401(m) were satisfied using the Contribution
Percentage of eligible Employees who were not Highly Compensated Employees for the preceding
Plan Year, rather than the Contribution Percentage for the Plan Year.




     (d) The Contribution Percentage for a group of Participants is the average of the
ratios, calculated separately for each Participant in the group, of the amount of Matching
Contributions that are credited under the Plan on behalf of each Participant for the Plan
Year, to the Participant’s Compensation for the Plan Year. The Committee may



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include Salary Reduction Contributions in determining the Contribution Percentage, if
the Committee deems it appropriate.




     (e) If the Employer maintains more than one plan qualified under Code Section 401(a),
and if the plans are aggregated for purposes of satisfying Code Section 401(a)(4) or
410(b)(1)(A) or (B), all voluntary employee contributions and matching contributions made to
such plans will be aggregated for purposes of performing the anti-discrimination test
described in subparagraph (b). If a Highly Compensated Employee is eligible to participate
in more than one plan maintained by the Employer, voluntary employee contributions and
matching contributions made by or on behalf of the Highly Compensated Employee under all
such plans shall be aggregated for purposes of performing the anti-discrimination test
described in subparagraph (b).



     4.9 Distribution of Excess Contributions.




     (a) If, notwithstanding Section 3.2(b)(i)(B), a Participant’s Salary Reduction
Contributions exceed the $15,500 limit (for 2007, to be adjusted for future years
pursuant to Code Section 402(g)(1) and (g)(4)) described in Section 3.2(b)(i)(B) for
a calendar year, the amount of Salary Reduction Contributions in excess of the limit
and income attributable to those contributions shall be distributed to the
Participant by the first April 15 following the close of the calendar year in which
the Salary Reduction Contributions were made.




     (b) If Salary Reduction Contributions of Highly Compensated Employees are
required to be reduced as a result of the anti-discrimination test described in
Section 4.7, the excess Salary Reduction Contribution and income or losses
attributable to those contributions shall be distributed to the Highly Compensated
Employees within 2-1/2 months after the close of the Plan Year to which the Salary
Reduction Contributions relate.




     The distributions required to be made to Highly Compensated Employees to
satisfy the anti-discrimination test described in Section 4.7 shall be determined by
allocating to the Highly Compensated Employees with the largest amounts of Salary
Reduction Contributions for the Plan Year in which the excess arose, beginning with
the Highly Compensated Employee with the largest amount of such Salary Reduction
Contributions and continuing in descending order until all the excess Salary
Reduction Contributions have been allocated. For purposes of the preceding
sentence, the “largest amount” is determined before any such distribution.




     (c) If Matching Contributions of Highly Compensated Employees are required to
be reduced as a result of the anti-discrimination test described in Section 4.8, the
excess Matching Contributions and income or losses attributable to those
contributions shall be distributed to the Highly Compensated Employees within 2-1/2
months after the close of the Plan Year to which the Matching Contributions relate.



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     The distributions required to be made to Highly Compensated Employees to
satisfy the anti-discrimination test described in Section 4.8 shall be determined by
allocating to the Highly Compensated Employees with the largest amounts of Matching
Contributions for the Plan Year in which the excess arose, beginning with the Highly
Compensated Employee with the largest amount of such Matching Contributions and
continuing in descending order until all the excess Matching Contributions have been
allocated. For purposes of the preceding sentence, the “largest amount” is
determined before any such distribution.




     (d) Within twelve (12) months after the end of the Plan Year, the Employer may
make a special Qualified Non-Elective Contribution on behalf of non-Highly
Compensated Participants in an amount sufficient to satisfy one of the tests set
forth in Section 4.8(b), which contribution shall be allocated in accordance with
one of the following provisions:




     (i) Such contribution shall be allocated to the Qualified Non-Elective
Contributions Account of the non-Highly Compensated Participant having the
lowest 414(s) Compensation, until one of the tests set forth in Section
4.8(b) is satisfied, or until such non-Highly Compensated Participant has
received the maximum Annual Addition pursuant to Section 4.6. This process
shall continue with successive non-Highly Compensated Participants or groups
of non-Highly Compensated Participants in ascending order of 414(s)
Compensation until one of the tests set forth in Section 4.8(b) is
satisfied. The Plan shall consider Qualified Non-Elective Contributions to
the extent they do not exceed the amount permitted by final Regulations
under Code Section 401(m).




     (ii) Such contribution shall be allocated in the same proportion that
each non-Highly Compensated Participant’s 414(s) Compensation for the year
bears to the total 414(s) Compensation of all non-Highly Compensated
Participants.




     (e) For purposes of determining the amount of “income attributable” to excess
contributions described in subparagraphs (a), (b) and (d) above, such amount shall
include that portion of the gain (or loss) allocable to the Participant’s Account to
which the contributions were allocated for the Plan Year that bears the same ratio
as the amount of excess contributions bears to the total balance of that Account.




     (f) The distributions required under this Section may be made without the
consent of the Participant or his spouse and may be made without regard to any
Qualified Domestic Relations Order, as described in Section 8.7.




     (g) The amount of excess contributions determined under Section 4.7 shall be
reduced by Salary Reduction Contributions exceeding the $15,500



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amount (for 2007, to be adjusted for future years pursuant to Code Section
402(g)(1) and (g)(4)), as provided in Section 3.2, which were previously distributed
for the taxable year ending in the same Plan Year.



     4.10 Correction of Error. If an error is made in the adjustment of a Participant’s
Account, the error shall be corrected by the Committee, and any gain or loss resulting from the
correction shall be credited to the income or charged against the expense of the Trust Fund for the
Plan Year in which the correction is made. In no event shall the Accounts of other Participants be
adjusted on account of the error.



     4.11 Trust as Single Fund. The creation of separate Accounts for accounting and
bookkeeping purposes shall not restrict the Trustee in operating the Trust as a single Fund.
Allocations to the Accounts of Participants in accordance with this Article IV shall not vest any
right or title to any part of the assets of the Fund in such Participants, except as provided in
Article V.



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ARTICLE V

VESTING




     5.1 Vesting.




     (a) Effective for Participants who perform an Hour of Service on or after January 1,
2006, a Participant shall become vested in his Basic Contributions Account, ESOP
Contributions Account, Matching Contributions Account, Prior Plan Employer Contributions
Account, and Prior Plan ESOP Contributions Account according to the following schedule:



	 	 	 	 	 
	Service	 	Vested Percentage
	Less than 1 year
	 	 	0	%
	1 to 2 years
	 	 	20	%
	2 to 3 years
	 	 	40	%
	3 to 4 years
	 	 	60	%
	4 to 5 years
	 	 	80	%
	5 years or more
	 	 	100	%







     (b) If a Participant does not perform an Hour of Service on or after January 1. 2006,
the Participant shall become vested in his Accounts described in subparagraph (a) according
to the vesting schedule provided in the relevant Prior Plan in effect prior to January 1,
2006.




     (c) Each Participant shall have a fully vested interest in his Salary Reduction
Contributions Account and his Prior Plan Employee Contributions Account (including both
deductible and non-deductible contributions).




     (d) For any Plan Year in which the Plan is Top Heavy, effective for Participants who
perform an Hour of Service on or after January 1, 2006, a Participant will become vested in
his Account according to the following schedule:



	 	 	 	 	 
	Service	 	Vested Percentage
	Less than 1 year
	 	 	0	%
	1 to 2 years
	 	 	20	%
	2 to 3 years
	 	 	40	%
	3 to 4 years
	 	 	60	%
	4 to 5 years
	 	 	80	%
	5 years or more
	 	 	100	%







The vesting schedule described in this subparagraph (d) shall only apply to Participants who
perform an Hour of Service on or after the first day of the Plan Year in which the Plan is
Top Heavy. If the Plan becomes Top Heavy and then ceases to be Top Heavy, the vesting
schedule of this subparagraph (d) shall continue to apply to all Participants who



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have then completed at least three (3) years of Service (whether or not consecutive) and the
vesting schedule provided in subparagraph (a) shall apply to all other Participants;
provided, however, that no Participant’s vested interest in his Account balance may be
reduced as a result of such change in vesting.




     (e) Notwithstanding any other provisions of thus Plan, a Participant’s Accounts derived
from Employer contributions subject to the vesting requirements of Section 5.1 shall become
fully vested on the first to occur of the following events, if the Participant is then an
Employee:




     (i) the Participant’s attainment of age 65;




     (ii) the Participant’s death; or




     (iii) the Participant’s Permanent Disability.




     (f) Notwithstanding any other provisions of the Plan, any Participant who becomes a
Companies Continuing Employee, as defined in the Stock Purchase Agreement dated February 22,
2005, between the Company and Chiquita Brands International, Inc. (the Agreement), shall
become fully vested in Accounts derived from Employee contributions on the Closing Date (as
defined in the Agreement) of such sale.



     5.2 Service Rules.




     (a) If an Employee who is not an Ineligible Employee terminates employment before he
has a vested interest in his Accounts, has a Period of Severance that equals or exceeds the
greater of (i) five years or (ii) his Service before his termination of employment, and then
is reemployed by the Employer, his Service performed before his termination of employment
shall be disregarded in applying the applicable vesting schedule described in Section 5.1 to
his post-reemployment Accounts. In all other cases, if an Employee who is not an Ineligible
Employee terminates employment and then is reemployed by the Employer, all of his Service
shall be counted for purposes of applying the applicable vesting schedule to his
post-reemployment Accounts.




     (b) If a Participant incurs a five-year Period of Severance, is reemployed by the
Employer and again qualifies as a Participant, and has an Account balance attributable to
his employment with the Employer prior to the five-year Period of Severance, the
Participant’s Service completed after his reemployment shall not increase his vested
interest in his pre-reemployment Account balance. The Committee shall maintain records
sufficient to determine a Participant’s vested interest in his
pre-reemployment Account
balance.



     5.3 Vested Benefits and Forfeitures.




     (a) If a Participant terminates employment for any reason other than the Participant’s
retirement on or after his Normal Retirement Date, death, or Permanent



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Disability, the Committee shall determine the Participant’s vested interest in his
Account. The Participant’s Account shall be valued as of the Adjustment Date coinciding
with or immediately preceding the Participant’s termination of employment (increased by
Salary Reduction Contributions made since such Adjustment Date), and the vested portion of
the Account shall be distributed in a cash-out distribution no later than the end of the
second Plan Year following the Plan Year in which such termination occurred, which
distribution shall be made in accordance with Article VI.




     (b) The treatment of the Account balance of a Participant described in subparagraph (a)
shall be as follows:




     (i) If the Participant receives a cash-out distribution of his entire vested
Account balance, the non-vested portion of his Account balance shall be forfeited in
accordance with Section 1.22.




     (ii) If the Participant does not receive a cash-out distribution of his entire
vested Account balance, both the vested and the non-vested portion of the
Participant’s Account shall continue to be invested in the Trust Fund and shall
continue to share in the allocation of earnings and losses as provided in Section
4.4, but the non-vested portion shall be accounted for separately.




     (c) If a Participant described in subparagraph (b)(i) is reemployed by the Employer
before he has a five-year Period of Severance, the undistributed portion of the
Participant’s Account shall be restored in full, unadjusted by any gains or losses occurring
subsequent to the Adjustment Date as of which his Account balance was valued immediately
prior to the distribution he received upon his earlier termination of employment. The
Participant shall not be required to repay the amount previously distributed to him. The
source for such restoration shall first be any Forfeitures occurring during the Plan Year.
If such source is insufficient, then the Employer shall contribute an amount that is
sufficient to restore any such forfeited Accounts; provided, however, that if a
discretionary Employer contribution is made for such Plan Year pursuant to Section 3.1 or
Section 3.2, such contribution shall first be applied to restore any such Accounts and the
remainder shall be allocated in accordance with Section 4.2.




     (d) If a Participant described in subparagraph (b)(ii) is not reemployed before he has
a five-year Period of Severance, the non-vested portion of his Account shall be forfeited as
of the date on which the Participant has a five-year Period of Severance. If such
Participant is reemployed before he has a five-year Period of Severance, the Participant’s
vested interest in his Accounts derived from Employer contributions subject to the vesting
requirements of Section 5.1 at any later point in time (referred to below as the “date of
the computation”) shall be the amount (“X”) determined by the following formula:



X = P
(AB + (D x R)) - (D x R)





The letters other than “X” shall have the following meanings:



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	 	P =	his vested percentage determined under Section 5.1 as of the
date of the computation.
	 
	 	AB =	his Account balance derived from Employer contributions (as
described in (d) above) as of the date of the computation.
	 
	 	D =	the amount of the Participant’s vested Account balance
derived from Employer contributions (as described in (d) above) that was
previously distributed to him.
	 
	 	R =	the ratio of his Account balance derived from Employer
contributions (as described in (d) above) as of the date of the computation to
the Account balance immediately after the prior distribution.






The foregoing formula shall be used to compute the Participant’s vested interest until he
becomes 100% vested in his Account.




     (e) All amounts forfeited under the Plan shall be reallocated as of the last Adjustment
Date of the Plan Year in which such amounts were forfeited, in accordance with Section 4.2.
The amount of a Participant’s Forfeiture shall be deducted first from amounts in the
Participant’s Account representing investments other than Company Stock before any amount is
deducted from Company Stock held in his Account, and any amounts deducted from Company Stock
shall be deducted first from any Company Stock that was not acquired with the proceeds of an
exempt loan. All amounts forfeited under the Plan shall be reallocated as described in
Section 4.2.




     If forfeited amounts include life insurance policy cash values, the Trustee shall
surrender such policies to the insurer for the cash value of the policy or offer the policy
to the terminated Participant for an amount equal to the forfeited cash value. Any
forfeited values resulting from such surrender by the Trustee or purchase by the Participant
shall be allocated in the manner described in Section 4.2.



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ARTICLE VI

BENEFITS




     6.1 Normal Retirement. A Participant may retire as of his Normal Retirement Date or
as of the first day of any month following his Normal Retirement Date. The Participant’s Account
shall be valued as of the Adjustment Date coinciding with or immediately preceding the
Participant’s actual date of retirement (increased by Salary Reduction Contributions made since
such Adjustment Date) and shall be distributed in accordance with Sections 6.6 and 6.7.



     6.2 Disability Retirement. A Participant who incurs a Permanent Disability may retire
effective as of his Disability Retirement Date if he is then an Employee. The Participant’s
Account shall be valued as of the Adjustment Date coinciding with or immediately preceding the
Participant’s Disability Retirement Date, increased by Salary Reduction Contributions made since
such Adjustment Date, and shall be distributed in accordance with Sections 6.6 and 6.7.



     6.3 Termination of Employment. A Participant who terminates employment with the
Employer and all Related Companies for any reason other than death, retirement on or after his
Normal Retirement Date, or a Permanent Disability shall be entitled to receive his vested interest
in his Account, as provided in Article V. His vested interest shall be distributed in accordance
with Sections 6.6 and 6.7.



     6.4 Death Benefits. If a Participant or former Participant dies before his vested
interest in his Account has been distributed, the Participant’s vested interest in his Account will
be paid to the Participant’s Beneficiary in accordance with Section 6.7. The deceased
Participant’s Account shall be valued as of the Adjustment Date coinciding with or immediately
preceding the Participant’s death (increased by Salary Reduction Contributions made since such
Adjustment Date) and shall be distributed in accordance with Sections 6.6 and 6.7.



     6.5 Designation of Beneficiary. Subject to the rights of a surviving spouse as
described herein, each Participant may from time to time designate a Beneficiary or Beneficiaries.
Each Beneficiary designation (or revocation thereof) shall be in a form prescribed by the Committee
and shall not be effective until filed with the Committee. Unless the conditions which follow for
the designation of a Beneficiary other than the surviving spouse are satisfied, the Beneficiary of
a Participant who is married on the date of the Participant’s death shall be the Participant’s
surviving spouse, whether or not so designated on the form, and even if no such form is filed.
Designation of a Beneficiary other than such Participant’s surviving spouse for any portion of the
benefits payable under the Plan shall be valid only if one of the following conditions is
satisfied:




     (a) the spouse consents thereto in writing, acknowledging the effect of such
designation and the particular non-spouse Beneficiary;



     (b) the spouse consents thereto in writing, acknowledging the effect of such
designation, and the consent by the spouse expressly permits future changes of Beneficiary
without further consent by the spouse and expressly acknowledges that the



-43-









 






spouse has the right to limit consent to a specific beneficiary and that the spouse
voluntarily relinquishes such right;




     (c) the Participant, although married at the time of the designation, is ultimately not
survived by his spouse or, as of the Participant’s date of death, is divorced from his
spouse;




     (d) it is established to the satisfaction of the Committee that there is no surviving
spouse or the surviving spouse cannot be located; or




     (e) as of the Participant’s date of death, the Participant and spouse are legally
separated or the Participant has been abandoned (within the meaning of local law), as
evidenced by an order entered by a court of competent jurisdiction.


Spousal consent pursuant to (a) or (b) above must be witnessed by a Plan representative or a notary
public, and shall be irrevocable. If the Participant is survived by a spouse other than the spouse
who consented to designation of another as Beneficiary, the consent of the former spouse shall be
ineffective. If, at the time of his death, the Participant has no surviving spouse or designated
Beneficiary, the Participant’s Beneficiary shall be the personal representative of the
Participant’s estate. A Participant’s Beneficiary is bound by the terms of the Plan.




     6.6 Commencement of Distribution.




     (a) Subject to subparagraphs (b) and (c):




     (i) A retired or deceased Participant’s vested Account balance shall be
distributed as soon as practicable after the Participant’s retirement or death and
the Committee’s receipt of a written election (as described in Section 6.7) from the
Participant (or, in the case of a Participant’s death, his Beneficiary), and




     (ii) A terminated Participant’s Account balance shall be distributed as soon as
practicable after the Participant’s termination of employment and the Committee’s
receipt of a written election (as described in Section 6.7) from the Participant.




The Participant’s Account shall remain in the Trust Fund and shall share in earnings,
allocations and adjustments under Section 4.4 until distributed in accordance with
subparagraphs (i) and (ii) above.




     (b) Distributions to Inactive Participants must commence not later than 60 days
following the close of the Plan Year in which occurs the latest of:




     (i) The date the Participant attains age 65.




     (ii) The 10th anniversary of the date on which the Participant first commenced
participation in the Plan, or



-44-









 






     (iii) The Participant’s date of termination of employment with the Employer and
all Related Companies.




     (c) Notwithstanding any provision in the Plan to the contrary, the distribution of a
Participant’s benefits shall be made in accordance with the following requirements and shall
otherwise comply with Code Section 401(a)(9) and the Treasury Regulations thereunder
(including Regulation Section 1.401(a)(9)-2), the provisions of which shall override any
distribution options in the Plan inconsistent with Code Section 401(a)(9) and which are
incorporated herein by reference:




     (i) Effective for Plan Years beginning on or after January 1, 1997, except as
otherwise permitted by law, each Participant’s vested interest in his Account must
be distributed not later than the April 1 following the later of (i) the calendar
year in which the Participant reaches age 701/2 or (ii) the calendar year in which the
Participant retires; provided, however, that a Participant who was born before July
1, 1932 and who remains in the employ of the Employer may elect to have his
distributions begin not later than the April 1 following the calendar year in which
the Participant reaches age 701/2. Notwithstanding the foregoing, each 5% Owner’s
vested interest in his Account must be distributed (or must begin to be distributed)
not later than the April 1 following the calendar year in which the 5% Owner reaches
age 701/2.




     (ii) Distributions to a Participant and his Beneficiaries shall be made in
accordance with the incidental death benefit requirements of Code Section
401(a)(9)(G) and the Treasury Regulations thereunder.




     (iii) Distributions to a Participant who has attained age 701/2 and who is
receiving minimum distributions pursuant to Section 6.6(c)(i) shall be made in
accordance with Treasury Regulations under Code Section 401(a)(9). The Required
Beginning Date for such a Participant was April 1 of the calendar year following the
calendar year in which he attained age 701/2. The required minimum distribution for
such Participant’s first Distribution Calendar Year must 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, must be made on or before December 31 of that Distribution Calendar Year.




     The minimum amount which must be distributed for each Distribution Calendar
Year is the lesser of:




     (1) the quotient obtained by dividing the Participant’s Account balance
as of December 31 of the calendar year immediately preceding the
Distribution Calendar Year by the distribution period in the Uniform
Lifetime Table set forth in Section 1.401(a)(9)-9 of the Treasury



-45-









 






Regulations, using the Participant’s age as of the Participant’s
birthday in the Distribution Calendar Year; or




     (2) 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 as of December 31 of
the calendar year immediately preceding the Distribution Calendar Year by
the number in the Joint and Last Survivor Table set forth in Section
1.401(a)(9)-9 of the Treasury Regulations, using the Participant’s and
spouse’s attained ages as of the Participant’s and spouse’s birthdays in the
Distribution Calendar Year.




     A Distribution Calendar Year is a calendar year for which a minimum
distribution is required pursuant to this Section 6.6(c) and Code Section 401(a)(9).
For distributions beginning before the Participant’s death, the first Distribution
Calendar Year is the calendar year immediately preceding the calendar year which
contains the Participant’s Required Beginning Date and the last Distribution
Calendar Year is the calendar year during which the Participant retires or dies
prior to retirement.



     6.7 Form of Benefit.




     (a) Benefits from the Plan will be paid in cash; provided that a Participant or
Beneficiary who is entitled to receive a distribution from the ESOP Contributions Account or
the Prior Plan ESOP Contributions Account, to the extent the Participant has not directed
the investment in such Accounts from the Company Stock to the investment funds authorized by
the Committee as permitted in Section 9.6, shall receive his distribution in whole shares of
Company Stock, with fractional shares paid in cash, unless the Participant or Beneficiary
elects in a manner approved by the Administrator to receive the distribution from the ESOP
Contributions Account or the Prior Plan ESOP Contributions Account in the form of cash.




     (b) Benefits from the Plan will be paid to a Participant or Beneficiary in a single,
lump sum payment.




     (c) Effective for distributions made on or after March 28, 2005, any distribution to a
Participant who has a vested Account balance (not taking into account the Participant’s
Rollover Account, if any) that exceeds $1,000 (as adjusted from time to time by applicable
legislative or regulatory changes) shall require such Participant’s consent if such
distribution commences prior to his attainment of age 65. With regard to this required
consent:




     (i) The Participant must be informed of his right to defer receipt of the
distribution. If a Participant fails to consent, it shall be deemed an election to
defer the commencement of the payment of his vested Account balance.



-46-









 






However, any election to defer the receipt of a distribution shall not apply
with respect to distributions that are required under Section 6.6(c);




     (ii) Notice of the rights specified under this subparagraph (d) shall be
provided no less than thirty days and no more than 90 days before the first day on
which all events have occurred that entitle the Participant to a distribution;




     (iii) Written consent of the Participant to the distribution must not be made
before the Participant receives the notice and must not be made more than 90 days
before the first day on which all events have occurred that entitle the Participant
to a distribution;




     (iv) The distribution may commence less than thirty days after the notice
described above is given, provided that the Committee clearly informs the
Participant that the Participant has a right to a period of at least thirty days
after receiving the notice to consider the decision of whether or not to elect a
distribution, which election shall be deemed a waiver of such thirty-day period, and
the Participant, after receiving the notice, affirmatively elects a distribution;
and




     (v) No consent shall be valid if a significant detriment is imposed under the
Plan on any Participant who does not consent to the distribution.




     (d) If a Participant dies before his vested Account balance has been distributed or
while receiving distributions of his benefits under Section 6.6(c), then his vested Account
balance (or his remaining vested Account balance if he was receiving distributions of his
benefits under Section 6.6(c)), if any, shall be distributed to his Beneficiary as soon as
practicable after the Participant’s death.



     6.8 Location of Former Participants. If an Inactive Participant who is entitled to a
distribution cannot be located and the Committee has made reasonable efforts to locate the Inactive
Participant, then the Inactive Participant’s vested interest shall be forfeited. The Committee
will be deemed to have made reasonable efforts to locate the Participant if the Committee is unable
to locate the Inactive Participant (or, in the case of a deceased Inactive Participant, his
Beneficiary) after having made all efforts as required by published guidance from the United States
Department of Labor regarding lost participant procedures. The Inactive Participant’s Account
shall be forfeited as of the last day of the Plan Year in which occurs the close of the 12
consecutive calendar month period following the last of the two successive mailings. If the
Inactive Participant or Beneficiary makes a written claim for the vested interest after it has been
forfeited, the Employer shall cause the vested interest to be reinstated. The source for such
reinstatement shall be the same source provided for restoration of Forfeitures under Section
5.3(c).



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     6.9 Benefits to Minors and Incompetents.




     (a) If any person who is entitled to receive payment under the Plan is a minor, the
Committee shall pay the amount in a lump sum either directly to the minor, to the guardian
of the minor, or to a custodian selected by the Trustee under the appropriate Uniform Gifts
to Minors Act.




     (b) If a person who is entitled to receive payment under the Plan is physically or
mentally incapable of receiving and giving a valid receipt for any payment due, unless a
previous claim has been made by a duly qualified committee or other legal representative,
the payment may be made to the person’s spouse, son, daughter, parent, brother, sister, or
other person deemed by the Committee to have incurred expense for the person otherwise
entitled to payment.



     6.10 Withdrawals.




     (a) The Committee will permit a Participant to make a withdrawal from his Salary
Reduction Contributions Account and Rollover Account if (i) the Participant has attained age
59-1/2 or (ii) the Participant has incurred financial hardship, as described below.




     (b) The Participant will be considered to have incurred financial hardship if he has an
immediate heavy financial need that cannot be fulfilled though other reasonably available
financial resources of the Participant. The term immediate and heavy financial need shall
include:




     (i) Expenses for or necessary to obtain medical care that would be deductible
(without regard to whether the expenses exceed 7.5% of adjusted gross income);




     (ii) Costs directly related to 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 twelve months of post-secondary education for the Participant or
his spouse, children or dependents (as defined in Section 152 of the Code and, for
taxable years beginning on or after January 1, 2006, 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 his
principal residence or foreclosure on the mortgage of the Participant’s principal
residence;




     (v) Effective January 1, 2006, payments necessary for burial or funeral
expenses for the Participant’s deceased parent, spouse, children or dependents (as



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defined in Code Section 152 and, for taxable years beginning on or after
January 1, 2006, without regard to Code sections 152(b)(1), (b)(2) and (d)(1)(B);
and




     (vi) Effective January 1, 2006, expenses for the repair of damage to the
Participant’s principal residence that would qualify as the casualty deduction under
Code section 165 (determined without regard to whether the loss exceeds 10% of
adjusted gross income).




Unless it has actual knowledge to the contrary, the Committee may rely on the Participant’s
representation that the financial need cannot be relieved:




     (i) Through reimbursement or compensation by insurance or otherwise;




     (ii) By reasonable liquidation of the Participant’s assets, to the extent such
liquidation would not itself increase the amount of the need;




     (iii) By cessation of Salary Reduction Contributions under the Plan;




     (iv) By other distributions or non-taxable loans from plans maintained by the
Employer or by any other employer, or by borrowing from commercial sources on
reasonable commercial terms, to the extent such amounts would not themselves
increase the amount of the need.




The determination of hardship shall be made by the Committee in a uniform and
non-discriminatory manner in accordance with such standards as may be promulgated from time
to time by the Internal Revenue Service.




     (c) A Participant who wishes to make a withdrawal shall apply in writing to the
Committee, on forms provided by the Committee. The Participant must furnish such
information in support of his application as may be requested by the Committee. The
Committee shall determine the amount, if any, of withdrawal that shall be made and, in the
case of a hardship withdrawal, may direct distribution of as much of the Participant’s
Account as it deems necessary to alleviate or to help alleviate the hardship, including any
amount necessary to pay any federal, state or local income taxes or penalties reasonably
anticipated to result from the distribution. The distribution will be made as soon as
possible after the hardship withdrawal is approved, based on the Account balance as of the
preceding Adjustment Date. The Committee may not authorize a hardship withdrawal in excess
of the amount deemed necessary to alleviate the hardship, as determined in accordance with
subparagraph (e) of this Section 6.10.




     (d) Effective for Plan Years beginning on or after January 1, 1989, a Participant may
not withdraw from his Salary Reduction Contributions Account on account of financial
hardship any funds in excess of the amount of Salary Reduction Contributions made to the
Account. In addition, a Participant may not withdraw from his Salary Reduction
Contributions Account on account of attaining age 59-1/2 any Salary



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Reduction Contributions made during the same Plan Year in which the Participant
requests the withdrawal.




     (e) A withdrawal shall be deemed to be necessary to satisfy the immediate and heavy
financial need of the Participant only if:




     (i) The Participant first obtains all distributions, other than hardship
distributions, and all non-taxable (at the time of the loan) loans currently
available under all plans maintained by the Employer;




     (ii) The Participant’s Salary Reduction Contributions under this Plan and
elective contributions under all other plans maintained by the Employer are limited
for the next taxable year to the applicable limit under Code Section 402(g) for that
year minus the Participant’s Salary Reduction Contributions or other elective
contributions for the year of the hardship withdrawal; and




     (iii) The Participant is prohibited, under the terms of the Plan or an
otherwise legally enforceable agreement, from making Salary Reduction Contributions,
other elective contributions and employee contributions to the Plan and all other
plans maintained by the Employer for at least six months alter receipt of the
hardship withdrawal (12 months after the receipt of the hardship withdrawal for such
a withdrawal made prior to January 1, 2002). For this purpose, the phrase “all
other plans maintained by the Employer” means all qualified and non-qualified plans
of deferred compensation maintained by the Employer.



     6.11 Loans. A Participant (including an Inactive Participant who is a
party-in-interest within the meaning of Section 3(14) of ERISA) may apply in writing to the
Committee, on a form approved by the Committee, for a loan to be made to the Participant from the
vested interest in his Basic Contributions Account, Matching Contributions Account, Salary
Reduction Contributions Account, Prior Plan Employee Contributions Account, Prior Plan Employer
Contributions Account and Rollover Account. No other loan may be made when any other such loan is
outstanding, except as provided in subsection (l) hereof. A loan may be made to a Participant
subject to the following conditions:




     (a) Approval of Loan. A loan may not be made to a Participant unless the
Committee or its designee approves the loan, acting according to uniform and
nondiscriminatory standards. The Committee shall take into consideration the terms of any
Qualified Domestic Relations Order (as described in Section 8.7) in determining whether to
approve the loan.




     (b) Amount of Loan. A loan may only be made from a Participant’s vested
interest in his Basic Contributions Account, Matching Contributions Account, Salary
Reduction Contributions Account, Prior Plan Employee Contributions Account, Prior Plan
Employee Contributions Account and Rollover Account. The amount of loans outstanding to a
Participant at any time, aggregated with the outstanding balance of all



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other loans to the Participant from all other “qualified employer plans” (as defined in
Code Section 72(p)(4)) maintained by the Employer and Related Companies, shall not exceed
the lesser of:




     (i) $50,000; or




     (ii) the greater of (x) one-half of the present value of the Participant’s
vested Account balance under the Plan and any other qualified employer plans
maintained by the Employer and Related Companies or (y) $10,000.




For purposes of applying the foregoing limitations, a Participant’s vested interest in his
Accounts shall be determined as of the most recent Adjustment Date. In no event may the
amount of the loan be less than $1,000. The note evidencing the loan will provide that the
amount of interest due and unpaid shall be subject to the terms of the loan. Effective for
loans made, renewed, modified, renegotiated or extended after December 31, 1986, the $50,000
limit referred to in subparagraph (i) shall be reduced by the excess (if any) of the highest
outstanding balance of loans from the Plan and ally other qualified employer plans
maintained by the Employer and Related Companies during the one-year period ending on the
day before the date the loan is made, over the outstanding balance of loans from all such
Plans on the date the loan is made.




     (c) Nondiscrimination. Loans shall be available to all Participants on a
reasonably equivalent basis, provided that the Committee may make reasonable distinctions
among prospective borrowers on the basis of credit-worthiness. Loans shall not be made
available to Highly Compensated Employees in a greater percentage of their vested Account
balances derived from Employer contributions subject to the vesting requirements of Section
5.1 than the percentage that is available to other Participants.




     (d) Security. A loan to a Participant shall be secured by a pledge of the
Participant’s Account in the Fund and by the pledge of such further collateral as the
Committee, in its discretion, deems necessary or desirable to assure repayment of the loan.
A pledge of a Participant’s interest in the Fund to secure a loan made from the Fund shall
not be subject to the requirements of Section 13.5.




     (e) Interest Rate. Interest on a loan shall be charged at the prevailing rate
in the community for a loan of the type being made.




     (f) Repayment. Repayment of a loan must be made within five years from the
date of the loan, provided that if the loan proceeds are used to acquire a principal
residence of the Participant, then the loan repayment term may exceed five years.




     (g) Distributions. If any amount is distributed from the Fund to a Participant
or his Beneficiary while a loan to the Participant is outstanding, the Committee will direct
that the distributed amount be applied to reduce the outstanding balance of the loan.



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     (h) Loan as a Separate Investment of the Participant’s Account. A loan made to
a Participant shall be considered a separate investment of the portion of the Participant’s
Account that is equal to the outstanding balance of the loan. The balance in the borrowing
Participant’s Account shall be reduced by the outstanding balance of the loan for purposes
of allocating net income and increases and decreases in the value of Fund assets pursuant to
Section 4.4. Interest paid on the loan shall be credited to the borrowing Participant’s
Account and shall not be considered earnings of the Fund for allocation purposes.




     (i) Default. If an outstanding loan is not repaid as and when due, the
principal of and interest on the loan shall be deducted from any Plan benefit that the
Participant or his Beneficiary is entitled to receive; however, no such deduction shall be
made before the Participant’s Accounts could be distributed from the Plan in accordance with
the Code.




     (j) Expenses. All expenses incurred by the Committee and the Trustee in
making, administering, and collecting a loan may be charged against the Account of the
borrowing Participant. This may include a monthly maintenance fee in an amount determined
from time to time by the Committee.




     (k) Level Amortization. A loan must be amortized in level payments made not
less frequently than quarterly over the term of the loan and shall be repaid by periodic
payroll deductions.




     (l) Exception to One-Loan Limit. Subject to subsections (a) through (k) above,
a Participant may apply for a second loan from the vested interest in his Accounts if (i)
such Participant is actively employed by the Company or a Related Company or a branch of the
Company or a Related Company located in a federally declared disaster area or (ii) such
Participant’s primary place of residence is located in a federally-declared disaster area;
and (iii) the loan request is made after the date such area is declared a federal disaster
area and prior to the six-month anniversary of such date of declaration.



     6.12 Installment Payment and Annuity Options. Effective February 1, 2001, the
installment payment option available to Participants under the Plan and the annuity options
available to certain Participants who were formerly participants in the Lester Company Plan, the
Caro Produce Plan, and the Milton’s Plan were eliminated in
accordance with Section 1.411(d)-4(e) of
the Treasury Regulations. The installment payment and annuity provisions applicable to
distributions from the Plan prior to February 1, 2001 are contained in the previous Plan document
effective January 1, 2000.



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ARTICLE VII

DISTRIBUTION IN COMPANY STOCK




     7.1 Legends. The Committee shall direct the Trustee to cause shares of Company Stock
that are distributed to bear a legend setting forth such representations as the Committee deems
appropriate, which may include, without being limited to, representations, to the extent
applicable, that (a) the shares have not been registered under federal or state securities law and
(b) under the law, the transferability of the shares is restricted. In addition, the Company may,
to the extent applicable, require the recipient of a distribution of Company Stock to sign a letter
agreeing that the Company Stock received shall not be transferred except in compliance with federal
and state securities law and making such other agreements and representations as the Committee
deems appropriate.



     7.2 Basis of Company Stock. The basis of Company Stock held in the Trust Fund shall
be determined as follows:




     (a) The basis of Company Stock purchased by the Trustee shall be the actual cost of the
Company Stock to the Trustee. The basis of all other Company Stock acquired by the Trustee
(including Company Stock contributed by the Company to the Trust Fund) shall be the fair
market value of the Company Stock on the date of the acquisition.




     (b) Any shares of Company Stock (hat are held unallocated in a suspense account
pursuant to Section 4.1 or 4.6 shall retain their original basis, without regard to when the
shares are released and allocated to Participants’ Accounts.




     (c) As of the last Adjustment Date of each Plan Year, the basis of all Company Stock
that is made available for allocation shall be calculated as of that date, as determined
pursuant to subparagraphs (a) and (b).




     (d) The basis of all Company Stock allocated to a Participant’s Account for a Plan Year
shall be averaged with the basis of all Company Stock previously allocated to the
Participant’s Account, and the resulting average, as adjusted annually, shall be the
Participant’s basis with respect to distributions of Company Stock from the Participant’s
Account.



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ARTICLE VIII

ADMINISTRATION BY THE COMMITTEE




     8.1 Appointment of the Committee. The members of the Committee shall consist of one
or more persons appointed from time to time by the Company to serve until their death, resignation
or removal by the Company. A person shall not be ineligible to be a member of the Committee
because he is or may be a Participant in the Plan. The Company from time to time may increase or
decrease the number of members of the Committee. The Committee and each of its members shall be
named fiduciaries with respect to the Plan, and shall be indemnified by the Employer against any
and all liabilities incurred by reason of any action taken in good faith pursuant to the provisions
of the Plan.



     8.2 Powers of the Committee.




     (a) The Committee shall be responsible for the general administration and
interpretation of the Plan and for carrying out its provisions and shall have all power and
authority (including absolute discretion with respect to the exercise of that power and
authority) necessary, properly advisable, desirable or convenient for the performance of its
duties. In performing its duties, the Committee shall have discretionary authority to grant
or deny benefits under thus Plan. The powers and duties of the Committee shall include, but
not be limited to, the following:




     (i) To construe and interpret the Plan, to decide all questions of eligibility
and to determine the amount, manner and time of payment of any benefits hereunder;




     (ii) To prescribe procedures to be followed by Employees in filing applications
for benefits;




     (iii) To make a determination as to the right of any person to a benefit and to
afford any person dissatisfied with such determination the right to a hearing;




     (iv) To request and receive from the Employer and from Employees such
information as shall be necessary for the proper administration of the Plan,
including but not limited to, such information as the Committee may reasonably
require to determine each Participant’s eligibility to participate in the Plan and
the benefits payable to each Participant upon his death, retirement or termination
of employment;




     (v) To prepare and distribute, in such manner as it determines to be
appropriate, information explaining the Plan;



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     (vi) To furnish the Employer, upon request, with such annual reports with
respect to the administration of the Plan as are reasonable and appropriate;




     (vii) To direct the Trustee as to the method in which and persons to whom Plan
assets will be distributed; and




     (viii) To receive and review reports on the financial condition of the Trust
Fund and statements of the receipts and disbursements of the Trust Fluid from the
Trustee; and




     (ix) To direct the Trustee to invest Plan assets in Company Stock.




     (b) The Committee may adopt such rules, regulations and bylaws and may make such
decisions as it deems necessary or desirable for the proper administration of the Plan, and
all rules and decisions of the Committee shall be uniformly and consistently applied to all
Participants in similar circumstances. Any rule or decision by the Committee that is not
inconsistent with the provisions of the Plan shall be conclusive and binding upon all
persons affected by it, and subject to judicial review only where it is shown by clear and
convincing evidence that the Committee acted in a capricious and arbitrary manner. When
making a determination or calculation, the Committee shall be entitled to rely upon
information furnished by an Employer or anyone acting on behalf of an Employer.




     (c) The Committee shall have the power to (i) establish a funding policy for the Trust
Fund and (ii) receive and review reports on the financial condition of the Trust Fund and
statements of the receipts and disbursements of the Trust Fund from the Trustee.



     8.3 Operation. The members of the Committee shall elect a Chairman. They shall also
elect a Secretary who may, but need not, be a member of the Committee. The Committee shall have
the power to (a) appoint from its membership such sub-committees with such powers as the Committee
shall determine, (b) authorize one or more of its members or any agent to execute or deliver any
instrument or to make any payment on behalf of the Committee, and (c) employ counsel and agents and
such clerical and other services as the Committee shall deem requisite or desirable in carrying out
the provisions of the Plan. The Committee shall be fully protected in relying on data, information
or statistics furnished it by persons performing ministerial and limited discretionary functions as
long as the Committee has had no reason to doubt the competence, integrity or responsibility of any
such person.



     8.4 Meetings and Quorum. The Committee shall hold meetings upon such notice, at such
places, and at such intervals as it may from time to time determine. A majority of the members of
the Committee at the time in office shall constitute a quorum for the transaction of business. All
resolutions or other actions taken by the Committee at any meeting shall be by the vote of a
majority of those present at any such meeting. Action may be taken by the Committee without a
meeting by a written consent signed by a majority of the members of the Committee.



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     8.5 Compensation. The members of the Committee shall not be entitled to any
compensation for their services with respect to the Plan, but the Committee members shall be
entitled to reimbursement for any and all necessary expenses that each member may incur. The
expenses shall be paid by the Employer or from the Trust Fund. Any such payments from the Trust
Fund shall be deemed to be for the exclusive benefit of Participants.



     8.6 Payment of Expenses. All expenses of administration of the Plan and Trust may be
paid out of the Trust Fund unless paid by the Employer. Such expenses shall include any expenses
incident to the functioning of the Committee or Trustee, including, but not limited to, fees of
accountants, counsel, and other specialists and their agents, and other costs of administering the
Plan and Trust. Until paid, the expenses shall constitute a liability of the Trust Fund. However,
the Employer may reimburse the Trust Fund for any administration expense incurred. Any
administration expense paid to the Trust Fund as a reimbursement shall not be considered an
Employer contribution.



     8.7 Qualified Domestic Relations Orders.




     (a) If the Trustee or the Committee receives a domestic relations order that purports
to require the payment of a Participant’s benefits to a person other than the Participant,
the Committee shall take the following steps:




     (i) If benefits are in pay status, the Committee shall direct the Trustee to
hold and separately account for the amounts that will be payable to the Alternate
Payees (defined below) if the order is a Qualified Domestic Relations Order (defined
below).




     (ii) The Committee shall promptly notify the named Participant and any
Alternate Payees of the receipt of the domestic relations order and of the
Committee’s procedures for determining if the order is a Qualified Domestic
Relations Order.




     (iii) The Committee shall determine whether the order is a Qualified Domestic
Relations Order under the provisions of Code Section 414(p).




     (iv) The Committee shall notify the named Participant and any Alternate Payees
of its determination as to whether the order meets the requirements of a Qualified
Domestic Relations Order.




     (b) If, within the 18 months beginning on the date the first payment would have been
required to be made under the domestic relations order (the “18-Month Period”), the order is
determined to be a Qualified Domestic Relations Order, the Committee shall direct the
Trustee to pay the specified amounts to the persons entitled to receive the amounts pursuant
to the order.




     (c) If, within the 18-Month Period, (i) the order is determined not to be a Qualified
Domestic Relations Order or (ii) the issue as to whether the order is a Qualified



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Domestic Relations Order has not been resolved, the Committee shall direct the Trustee
to pay the Participant’s benefits to the Participant or Beneficiary who would have been
entitled to such benefits if there had been no order, in accordance with the provisions of
the Plan governing the distribution of such benefits.




     (d) If an order is determined to be a Qualified Domestic Relations Order after the end
of the 18-Month Period, the determination shall be applied prospectively only.




     (e) For the purposes of this Section, the following terms shall have the following
definitions:




     Alternate Payee: Any spouse, former spouse, child or other dependent
of a Participant who is recognized by a domestic relations order as having a right
to all or a portion of the benefits payable under the Plan to the Participant.




     Qualified Domestic Relations Order: Any domestic relations order or
judgment that meets the requirements set forth in Code Section 414(p).




     (f) To the extent provided in Code Section 414(p), distributions may be paid pursuant
to a Qualified Domestic Relations Order in any form in which benefits may be paid to the
Participant (even though the Participant has not terminated employment) as if the
Participant had retired on the date payment is to begin under the order. Such distribution
to an Alternate Payee shall be paid as soon as administratively practicable or on another
date before the Participant attains the “earliest retirement date” (as that term is defined
in Section 414(p) of the Code) if the Qualified Domestic Relations Order so provides.



     8.8 Rollovers and Trustee-to-Trustee Transfers to and from the Plan.




     (a) The Trustee may receive, with the consent of the Committee, the transfer of assets
previously held under an “eligible retirement plan” as defined in Section 8.8(b) (except for
an individual retirement account which is not a rollover individual retirement account) for
the benefit of a person who is a Participant in this Plan. Assets may be received (i)
directly from the trustee of such an “eligible retirement plan,” provided such transferor
plan is not a defined benefit plan or a money purchase pension plan, or (ii) as a rollover
contribution from the plan or from a rollover individual retirement account. Any “eligible
retirement plan” from which assets are received must be qualified under the applicable Code
provision at the time of the transfer, and any rollover individual retirement account must
be an individual retirement account within the meaning of Code Section 408 at the time of
the rollover.




     (b) The transferred assets shall be credited to the Participant’s Rollover Account and
held as a separate part of the Trust Fund on the books of the Trust for the benefit of the
Participant. Such Account shall be credited with dividends and adjustments pursuant to
Section 4.4. Payments of such Account shall be made on the same basis as payment of the
Participant’s Salary Reduction Contributions Account.



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     (c) The Committee and the Trustee shall be fully protected in relying on data,
representations, or other information provided by the trustee or custodian of a qualified
plan or rollover individual retirement account for the purpose of determining that the
requirements of subparagraph (a) have been satisfied.




     (d) Notwithstanding any provision of the Plan to the contrary, a Participant shall be
permitted to elect to have any “eligible rollover distribution” transferred directly to an
“eligible retirement plan” specified by the Participant. The Plan provisions otherwise
applicable to distributions continue to apply to this direct transfer option. The
Participant shall, in the time and manner prescribed by the Committee, specify the amount to
be directly transferred and the “eligible retirement plan” to receive the transfer. Any
portion of a distribution which is not transferred shall be distributed to the Participant.
For purposes of this subparagraph (d), the following terms shall have the following
meanings:




     (i) The term “eligible rollover distribution” means any distribution other than
a distribution of substantially equal periodic payments over the life or life
expectancy of the Participant (or joint life or joint life expectancies of the
Participant and the designated Beneficiary), a distribution over a period certain of
ten years or more, or, a hardship withdrawal as described in Section 6.10. Amounts
required to be distributed under Code Section 401(a)(9) are not eligible rollover
distributions. The direct transfer option described in subparagraph (d) above
applies only to eligible rollover distributions which would otherwise be ineludible
in gross income if not transferred.




     (ii) The term “eligible retirement plan” means an individual retirement account
as described in Code Section 408(a), an individual retirement annuity as described
in Code Section 408(b), an annuity plan as described in Code Section 403(a), an
annuity contract as described in Code Section 403(b), an eligible deferred
compensation plan as described in Code Section 457(b) which is maintained by a
governmental employer as described in Code Section 457(e)(1)(A), or a defined
contribution plan as described in Code Section 401(a) which is exempt from tax under
Code Section 501(a) and which accepts rollover distributions.



     The election described in subparagraph (d) also applies to the surviving spouse after the
Participant’s death. For purposes of subparagraph (d), a spouse or former spouse who is the
Alternate Payee (as defined in Code Section 414(p)) under a Qualified Domestic Relations Order (as
defined in Code Section 414(p)) will be treated as the Participant.



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ARTICLE IX

DUTIES AND POWERS OF THE TRUSTEE




     9.1 General. The Trustee shall receive, hold, manage, convert, sell, exchange,
invest, disburse and otherwise deal with such contributions as may from time to time be made to the
Trust Fund and the income and profits therefrom, in the manner and for the uses and purposes of the
Plan as provided in the Plan and in the Trust Agreement described in Section 9.2.



     9.2 Trust Agreement. The Company has entered into a trust agreement (“Trust
Agreement”) with the Trustee under which the Trustee will receive, invest and administer the Trust
Fund. The Trust Agreement is incorporated by reference as a part of the Plan, and the rights of
all persons under the Plan are subject to the terms of the Trust Agreement. The Trust Agreement
provides for the investment and reinvestment of the Trust Fund, the management of the Trust Fund,
the responsibilities and immunities of the Trustee, the removal of the Trustee and appointment of a
successor, the accounting by the Trustee, and the disbursement of the Trust Fund.



     9.3 Limitation of Liability. The Trustee shall hold in trust and administer the Trust
Fund subject to all the terms and conditions of this Plan and of the Trust Agreement described in
Section 9.2. The Trustee shall not be responsible for the administration of the Plan unless
employed by the Company to serve in such capacity. The Trustee’s responsibility shall be limited
to holding, investing and reinvesting the assets of the Trust Fund from time to time in its
possession or under its control as Trustee and to disbursing funds as shall be directed by the
Committee. The Trustee shall not be responsible for the correctness of any payment or disbursement
or action if made in accordance with the instructions of the Committee.



     9.4 Power of Trustee to Carry Out the Plan. The powers of the Trustee for carrying
out the provisions of the Plan are enumerated in the Trust Agreement.



     9.5 Life Insurance.




     (a) Subject to Section 9.5(g), any Participant shall have the right to request the
Trustee (on a form provided by the Committee and subject to the approval of the Committee)
to invest a portion of his Basic Contributions Account in any form or type of ordinary or
term life insurance policy on the Participant’s life. Any such policies shall be purchased
upon application by the Trustee or the Participant to the insurer. The policies shall
constitute separate investments of the Basic Contributions Account of the respective
Participants, and all premiums shall be paid from the respective Accounts. The aggregate
amount paid for the purchase of ordinary or term life insurance on a Participant’s life must
be less than 50% or 25%, respectively, of the total Basic Contributions and Forfeitures that
have been allocated to the Participant’s Basic Contributions Account. In the event a
Participant elects to invest a portion of his Basic Contributions Account in the form of
ordinary and term life insurance, the aggregate amount paid for the purchase of



-59-









 






such life insurance must be less than 50% of the total Basic Contributions and
forfeitures that have been allocated to the Participant’s Basic Contributions Account.




     (b) Upon issuance, each policy purchased under subparagraph (a) shall be owned by the
Trustee and shall designate the Trustee to receive any proceeds payable on maturity as a
death claim. Insofar as possible, the policies shall have common basic options, cash
surrender values, premium due dates and other material features. The policies shall provide
that an automatic premium loan or similar provision shall be effective in the event of
nonpayment of a premium, if such a provision is available under the terms of the policy. At
the Participant’s retirement, the policy shall be used to provide increased amounts of
retirement benefits to the Participant pursuant to the Plan, or shall be transferred to the
Participant.




     (c) At issuance, each policy purchased under subparagraph (a) shall contain a provision
that the owner may not change the ownership of the policy; nor may the policy be sold,
assigned, or pledged as collateral for an exempt loan or as security for the performance of
an obligation or for any other purpose to any person other than the insurer unless the owner
is the trustee of an Employees’ trust qualified under Code Sections 401 and 501; provided,
however, the Committee may authorize the Trustee to transfer the policy (or policies) held
by the Trustee on the life of the Participant in exchange for its cash surrender value.




     (d) Any death benefit payable under a policy held on behalf of a Participant shall be
paid to the Participant’s Beneficiary. The death benefit may be paid directly by the
insurer to the Beneficiary in a lump sum, used to provide increased amounts of death
benefits to the Beneficiary pursuant to the Plan, or paid under the settlement option
elected by the Participant (or the Trustee, in the absence of an election by the
Participant) pursuant to the Plan.




     (e) The Trustee shall have the power to invest in life insurance policies on the lives
of Key Employees of the Employer, at the direction of the Employer. The policies shall be
payable upon death to the Trust as beneficiary. The policies shall be vested exclusively in
the Trustee for the benefit of the Trust. Death proceeds under the policy shall be
allocated in the same manner as Basic Contributions as provided in Section 4.2(a).




     (f) The insurer with respect to any policy issued pursuant to this Section 9.5 shall
not be a party to this Plan. In the event the terms of any policy conflict with the
provisions of the Plan, the provisions of the Plan shall prevail.




     (g) Notwithstanding any other provision of this Plan, a Participant may not make an
election under Section 9.5(a), or elect to increase the amount of life insurance previously
elected, on or after June 1, 1988. Any Plan assets invested in life insurance as of June 1,
1988 shall remain invested in life insurance pursuant to Sections 9.5(a) through (e), unless
such life insurance is canceled at the request of the Participant or the policy (or
policies) is (are) transferred to the Participant.



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     9.6 Directed Investments.




     (a) General Rules. Effective January 1, 2007, each Participant shall have the
right to direct the investment of any or all of his Basic Contributions Account, Salary
Reduction Contributions Account, Matching Contributions Account, Prior Plan Employee
Contributions Account, Prior Plan Employer Contributions Account, Rollover Account, ESOP
Contributions Account and Prior Plan ESOP Contributions Account (collectively, “Directed
Investment Accounts”) among the investment funds (including one or more Company Stock funds,
if permitted by the Committee) authorized by the Committee, as follows:




     (i) Each Participant may file a written investment direction (or such other
form of investment direction as the Committee may from time to time prescribe) with
the Committee that specifies the investment funds (as described in subparagraph (b))
in which his Directed Investment Accounts are to be invested.




     (ii) The Committee shall prescribe dates as of which investment directions
shall be effective and time periods within which investment directions must be filed
with the Committee, or, if designated by the Committee, the Trustee or other entity
responsible for implementing such directions; provided, however, that, with respect
to each investment fund (as described in subparagraph (b)), such dates and time
periods shall permit Participants to give investment directions no less frequently
than once within any three-month period. An investment direction shall continue to
apply until a subsequent direction is given in accordance with procedures
established by the Committee.




     (iii) The Committee shall establish procedures for forwarding investment
directions to the Trustee (or to such third party as the Committee and the Trustee
shall designate) in order to implement the Participants’ directions.




     (b) Investment Funds. The Committee shall select investment funds in which
Participants’ Directed Investment Accounts may be invested. The investment funds selected
by the Committee may include one or more Company Stock funds. A Participant may direct that
his Directed Investment Accounts be invested in one or more of the investment funds
authorized for investment by the Committee. The Committee may add to or reduce the number
and type of investment funds that will be available for investment in any Plan Year;
provided, however, that the Committee shall make available investment funds that are
sufficient to provide the Participant with a reasonable opportunity to materially affect the
potential return on the amounts in his individual Accounts with regard to which he is
permitted to direct investments and the degree of risk to which such amounts are subject,
and to choose from at least three investment funds each of which is diversified and has
materially different risk and return characteristics. Such investment funds shall, in the
aggregate, enable the Participant by choosing among them to achieve a portfolio with
aggregate risk and return characteristics at any point within the range normally appropriate
for the Participant, and each such investment fund



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shall, when combined with investments in
the other investment funds, tend to minimize
through diversification the overall risk of a Participant’s portfolio. The Committee
may limit the percentage of a Participant’s Directed Investment Accounts that may be
invested in any one of the funds, including any funds invested in Company Stock; provided
that no such limitation shall apply to an investment fund necessary to satisfy the
requirement that a broad range of investments be provided as described above. The Committee
may establish rules relating to the investment of Accounts in the funds.




     (c) Accounts Not Directed. If a Participant fails to designate the funds in
which his Directed Investment Accounts are to be invested, the Participant’s Directed
Investment Accounts shall be invested in the manner directed by the Committee.




     (d) 404(c) Plan. The provisions of this Plan section are intended to satisfy
the requirements of ERISA Section 404(c) and the regulations promulgated thereunder.




	 	9.7	Investment Diversification of ESOP Accounts Applicable to Periods Prior to,
January 1, 2007.






     (a) A Participant (including any Inactive Participant) shall become a Qualified
Participant for purposes of this Section 9.7 on the date that such Participant has both
(i) attained age 55 and (ii) completed at least 10 years of participation in the Plan;
provided, however, that participation in a Prior Plan, prior to the merger of such Prior
Plan into this Plan, shall be counted for purposes of determining whether a Participant is a
Qualified Participant hereunder if Code Section 401(a)(28) (and the Treasury Regulations
promulgated thereunder) require that such Prior Plan participation be so counted. During
the periods described in subparagraph (b) below, each Qualified Participant shall have the
right to make a diversification election with respect to a portion of the shares of Company
Stock allocated to his ESOP Contributions Account and Prior Plan ESOP Contributions Account
(collectively, “ESOP Accounts”), as follows:




     (i) Except as provided in subparagraph (ii) below with respect to the Qualified
Participant’s last “election period,” the portion of the Qualified Participant’s
ESOP Accounts subject to a diversification election during any “election period” is
equal to twenty-five percent (25%) of the total number of shares of Company Stock
contributed to the Plan or a Prior Plan after 1986 that have ever been allocated to
the ESOP Accounts of the Qualified Participant up to the most recent allocation
date, less the number of shares previously distributed, transferred, or diversified
pursuant to a previous diversification election hereunder or under a Prior Plan.




     (ii) In determining the portion subject to a diversification election during
the Qualified Participant’s last “election period,” the reference to 25% in
subparagraph (i) above shall be replaced with 50%.




The Committee shall effectuate a Qualified Participant’s diversification election in any
“election period” within ninety (90) days after the end of such “election period”



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by either
(i) providing to the Qualified Participant three investment
options (other than Company Stock) or (ii) permitting the Qualified Participant to elect to receive an immediate
distribution of the amount elected by the Qualified Participant under the diversification
election.




     (b) Each Qualified Participant (as described in subparagraph (a) above) may make a
diversification election during any “election period” that occurs during the “qualified
election period.” An “election period” is the 90 days following the end of each Plan Year in
the “qualified election period.” The “qualified election period” consists of the six
consecutive Plan Years beginning with the Plan Year during which the Participant became a
Qualified Participant.




     (c) This Section 9.7 will apply only if the aggregate fair market value of the Company
Stock allocated to the Participant’s ESOP Accounts is greater than $500. The fair market
value shall be calculated as of the Adjustment Date immediately preceding the first day on
which the Participant is eligible to make a diversification election.



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ARTICLE X

AMENDMENT AND TERMINATION




     10.1 Amendment. This Plan shall be irrevocable and binding as to all contributions
made by an Employer to the Trust, but this Plan may be amended from time to time by the Company
through action of its Board of Directors or a duly authorized officer of the Company. No amendment
shall be made to the Plan that (a) would have the effect of diverting any of the Trust from
Participants or their Beneficiaries as provided in the Plan, (b) would prevent the allowance as a
deduction for federal income tax purposes, and particularly under Code Section 404, of any
contribution made by an Employer to the Trust, (c) would take the Plan and Trust out of the scope
of Code Sections 401, 402 and 501(a), (d) would increase the duties of the Trustee without its
consent, (e) would decrease a Participant’s vested interest in his Account in the Trust Fund, or
(f) would eliminate an optional form of benefit in violation of Code Section 411(d)(6).



     10.2 Termination. This Plan may be terminated at any time by the Company. If the
Plan is terminated, or if a partial termination occurs (through a complete discontinuance of
contributions or otherwise), each affected Participant shall have a 100% vested interest in his
Account, and his Account shall be paid to him (or to his Beneficiary, in the event of his death) in
a lump sum as soon as is practicable after the termination.



     10.3 Merger. In the event of a merger or consolidation of the Plan with, or a
transfer of Plan assets or liabilities to, any other plan, each Participant shall be entitled to a
benefit under such other plan immediately after the merger, consolidation, or transfer that is
equal to or greater than his Account balance determined under this Plan immediately before the
merger, consolidation or transfer.



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ARTICLE XI

CLAIMS PROCEDURE




     11.1 Right to File Claim. Every Participant, former Participant, or Beneficiary of a
Participant or former Participant shall be entitled to file with any member of the Committee a
claim for benefits under the Plan. The claim is required to be in writing.



     11.2 Denial of Claim. If the claim is denied by the Committee member, in whole or in
part, the claimant shall be furnished, within 90 days after the claim is filed (or within 180 days
after such filing if special circumstances require an extension of time), a written notice of
denial of the claim containing the following:




     (a) Specific reason or reasons for the denial.




     (b) Specific reference to pertinent Plan provisions on which the denial is based,




     (c) A description of any additional material or information necessary for the claimant
to perfect the claim, and an explanation of why the material or information is necessary,
and




     (d) An explanation of the claims review procedure.



     11.3 Claims Review Procedure.




     (a) Review may be requested at any time within 60 days following the date the claimant
received written notice of the denial of his claim. For purposes of this Section, any
action required or authorized to be taken by the claimant may be taken by a representative
authorized in writing by the claimant to represent him. The Committee shall afford the
claimant a full and fair review of the decision denying the claim and, if so requested,
shall:




     (i) Permit the claimant to review any documents that are pertinent to the
claim;




     (ii) Permit the claimant to submit to the Committee issues and comments in
writing; and




     (iii) Afford the claimant an opportunity to meet with a quorum of the Committee
as a part of the review procedure.




     (b) The decision on review by the Committee shall be in writing and shall be issued
within 60 days following receipt of the request for review. The period for decision may be
extended to a date not later than 120 days after such receipt if the Committee



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determines that special circumstances require extension, provided the extension and the
special circumstances occasioning it are communicated to the claimant within the original
60-day period. The decision on review shall include specific reasons for the decision and
specific references to the pertinent Plan provisions on which the decision of the Committee
is based.



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ARTICLE XII

ADOPTION OF PLAN BY RELATED COMPANIES

AND TRANSFERRED ASSETS




     12.1 Adoption of the Plan. A Related Company may become an Employer (and thus a party
to the Plan), with the approval of the Company, by adopting the Plan for its Employees. A Related
Company that so becomes a party to the Plan (after adoption, an “Adopting Company”) shall promptly
deliver to the Trustee a certified copy of the resolutions or other documents evidencing its
adoption of the Plan. Notwithstanding anything in the Plan to the contrary, a Related Company
adopting the Plan may determine whether and to what extent periods of employment with the Related
Company before the Related Company adopted the Plan shall be included as service under the Plan.



     12.2 Withdrawal. A Related Company may withdraw from the Plan at any time by giving
advance written notice of its intention to withdraw to the Company and to the Committee. Upon the
receipt of such notice of a withdrawal, the Committee shall certify to the Trustee the equitable
share representing interests of Participants employed by the Related Company in the Trust Fund, and
the Trustee shall thereupon set aside from the Trust Fund such securities and other property as it
shall, in its sole discretion, deem to be equal in value to such equitable share. If the Plan is
to be terminated with respect to the Related Company, the amount set aside shall be administered
according to Section 10.2. If the Plan is not to be terminated with respect to the Related
Company, the Trustee shall turn over the amount set aside to a trustee designated by the Related
Company, and the securities and other property shall thereafter be held and invested as a separate
trust of the Related Company.



     12.3 Sale of Employer’s Assets. If all or any portion of Employer’s assets are sold
to another corporation that adopts a defined contribution plan as a continuation of this Plan, then
the Committee shall certify to the Trustee the equitable share in the Trust Fund representing
interests of Participants who become participants in the other plan immediately following the
transfer. The Trustee shall transfer that share of the Trust Fund to the trustee of the other
plan, to be held in accordance with the terms of the other plan.



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ARTICLE XIII

MISCELLANEOUS




     13.1 Indemnification. The Employer shall indemnify the Administrator (including each
Committee member) and each other Employee who is involved in the administration of the Plan against
all costs, expenses and liabilities, including attorneys’ fees, incurred in connection with any
action, suit or proceeding instituted against any such person alleging any act of omission or
commission performed while acting in good faith in discharging his duties with respect to the Plan.
Promptly after receipt by an indemnified party of notice of the commencement of any such action,
the indemnified party shall notify the Employer of the action. The Employer shall be entitled to
participate at its own expense in the defense or to assume the defense of any such action brought
against any indemnified party. If the Employer elects to assume the defense of any such suit, the
defense shall be conducted by counsel chosen by the Employer, and the indemnified party shall bear
the fees and expenses of any additional counsel retained by the indemnified party.



     13.2 Exclusive Benefit Rule. This Plan shall be administered for the exclusive
benefit of the Employees of an Employer and for the purpose of payment to Participants and
Beneficiaries out of the income and principal of the Trust Fund of the benefits provided under the
Plan. Except as otherwise provided in the Plan, no part of the income or principal of the Trust
Fund shall be used for or diverted to purposes other than the exclusive benefit of the Participants
or their Beneficiaries, as provided in the Plan.



     13.3 No Right to the Fund. No person shall have any interest in, or right to, any
part of the assets of the Trust Fund or any rights under the Plan, except to the extent expressly
provided in the Plan.



     13.4 Rights of Employer. The establishment of this Plan shall not be construed as
conferring any legal or other rights upon any Employee or any other person for continuation of
employment, nor shall it interfere with the right of the Employer to discharge any Employee or to
deal with him without regard to the effect thereof under the Plan.



     13.5 Non-Alienation of Benefits. No amount payable to or held under the Plan for the
account of any Participant, former Participant, or Beneficiary of a Participant or former
Participant shall be subject in any manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, or charge, and any attempt so to anticipate, alienate, sell, transfer, assign,
pledge, encumber or charge the same shall be void. No amount payable to or held under the Plan for
the account of any Participant, former Participant, or Beneficiary may be in any manner liable for
the debts, contracts, liabilities, engagements or torts of such Participant, former Participant, or
Beneficiary, or be subject to any legal process, levy or attachment. The provisions of this
Section shall not preclude distributions made by the Trustee in accordance with a Qualified
Domestic Relations Order as provided in Section 8.6 of the Plan.



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     13.6 Construction and Severability. Except as otherwise provided by federal law, the
provisions of this Plan shall be construed and enforced according to Tennessee law, and all of the
provisions of the Plan shall be administered in accordance with the laws of the State of Tennessee.
For simplicity of expression, pronouns and other terms are sometimes expressed in a particular
number and gender; however, where appropriate to the context, such terms shall be deemed to include
each of the other numbers and the other gender. Each provision of this Plan shall be considered to
be severable from all other provisions so that if any provision or any part of a provision shall be
declared void, then the remaining provisions of the Plan that are not declared void shall continue
to be effective.



     13.7 Delegation of Authority. Whenever an Employer, under the terms of this Plan, is
permitted or required to do or perform any act, the act may be done or performed by any officer of
the Employer, and such officer shall be presumed to be duly authorized by the Board of Directors of
such Employer.



     13.8 Request for Tax Ruling. This Plan is based upon the condition precedent that it
shall meet the requirements of the Code with respect to qualified employees’ trusts so as to permit
the Employer to deduct for federal income tax purposes the amounts of its contributions and so that
its contributions will not be taxable to the Participants as income in the year in which the
contributions are made. The Employer shall apply for a determination by the Internal Revenue
Service that this Plan is so qualified, which application shall be made by the time prescribed in
Section 3.5(b) of the Plan. If the Internal Revenue Service rules that this Plan is not so
qualified, then the then current value of all contributions made by the Employer before the initial
determination as to qualification shall be returned to the Employer within one year of the denial
of qualification, and this Plan shall be of no further force or effect.



     13.9 Qualified Military Service. Notwithstanding any provision of this Plan to the
contrary, contributions, benefits and service credit with respect to qualified military service
will be provided in accordance with Code Section 414(u). Loan repayments will be suspended under
this Plan as permitted under Code Section 414(u)(4).



     IN WITNESS WHEREOF, the Company has caused this amended and restated Plan to be
executed as of the day ___ of                     , 2007.



	 	 	 	 	 
	 	PERFORMANCE FOOD GROUP COMPANY

 	 
	 	By:  	 	 
	 	 	 	 




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