Moore Wallace North America, Inc. Savings Plan



 Exhibit 4.4 
  

MOORE WALLACE NORTH AMERICA, INC. SAVINGS PLAN 
  
 AND ALL SUPPORTING FORMS HAVE BEEN PRODUCED FOR 
  
 WYSTAR GLOBAL RETIREMENT SOLUTIONS 
  
 Copyright 2003 SunGard Corbel 
 All Rights Reserved 







 MOORE WALLACE NORTH AMERICA, INC. SAVINGS PLAN 







 TABLE OF CONTENTS 
  


					
	 ARTICLE I
 DEFINITIONS

	
	 ARTICLE II
 ADMINISTRATION

			
	2.1	  	 POWERS AND RESPONSIBILITIES OF THE COMPANY
	  	11
			
	2.2	  	 DESIGNATION OF ADMINISTRATIVE AUTHORITY
	  	12
			
	2.3	  	 ALLOCATION AND DELEGATION OF RESPONSIBILITIES
	  	12
			
	2.4	  	 POWER AND DUTIES OF THE ADMINISTRATOR
	  	12
			
	2.5	  	 RECORDS AND REPORTS
	  	13
			
	2.6	  	 APPOINTMENT OF ADVISERS
	  	14
			
	2.7	  	 PAYMENT OF EXPENSES
	  	14
			
	2.8	  	 CLAIMS PROCEDURE
	  	14
			
	2.9	  	 CLAIMS REVIEW PROCEDURE
	  	14
	
	 ARTICLE III
 ELIGIBILITY

			
	3.1	  	 CONDITIONS OF ELIGIBILITY
	  	15
			
	3.2	  	 EFFECTIVE DATE OF PARTICIPATION
	  	15
			
	3.3	  	 DETERMINATION OF ELIGIBILITY
	  	16
			
	3.4	  	 TERMINATION OF ELIGIBILITY
	  	16
			
	3.5	  	 OMISSION OF ELIGIBLE EMPLOYEE
	  	16
			
	3.6	  	 INCLUSION OF INELIGIBLE EMPLOYEE
	  	16
			
	3.7	  	 REHIRED EMPLOYEES
	  	16
	
	 ARTICLE IV
 CONTRIBUTION AND ALLOCATION

			
	4.1	  	 FORMULA FOR DETERMINING EMPLOYER CONTRIBUTION
	  	17
			
	4.2	  	 PARTICIPANT’S SALARY REDUCTION ELECTION
	  	18
			
	4.3	  	 TIME OF PAYMENT OF EMPLOYER CONTRIBUTION
	  	21
			
	4.4	  	 ALLOCATION OF CONTRIBUTION AND EARNINGS
	  	21
			
	4.5	  	 ACTUAL DEFERRAL PERCENTAGE TESTS
	  	24
			
	4.6	  	 ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS
	  	26
			
	4.7	  	 ACTUAL CONTRIBUTION PERCENTAGE TESTS
	  	30

  










					
	4.8	  	 ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS
	  	32
			
	4.9	  	 MAXIMUM ANNUAL ADDITIONS
	  	35
			
	4.10	  	 ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS
	  	37
			
	4.11	  	 ROLLOVERS AND PLAN-TO-PLAN TRANSFERS FROM QUALIFIED PLANS
	  	38
			
	4.12	  	 VOLUNTARY CONTRIBUTIONS
	  	40
			
	4.13	  	 DIRECTED INVESTMENT ACCOUNT
	  	40
			
	4.14	  	 QUALIFIED MILITARY SERVICE
	  	43
	
	 ARTICLE V
 VALUATIONS

			
	5.1	  	 VALUATION OF THE TRUST FUND
	  	43
			
	5.2	  	 METHOD OF VALUATION
	  	43
	
	 ARTICLE VI
 DETERMINATION AND DISTRIBUTION OF BENEFITS

			
	6.1	  	 DETERMINATION OF BENEFITS UPON RETIREMENT
	  	43
			
	6.2	  	 DETERMINATION OF BENEFITS UPON DEATH
	  	44
			
	6.3	  	 DETERMINATION OF BENEFITS IN EVENT OF DISABILITY
	  	45
			
	6.4	  	 DETERMINATION OF BENEFITS UPON TERMINATION
	  	45
			
	6.5	  	 DISTRIBUTION OF BENEFITS
	  	46
			
	6.6	  	 DISTRIBUTION OF BENEFITS UPON DEATH
	  	49
			
	6.7	  	 TIME OF DISTRIBUTION
	  	50
			
	6.8	  	 DISTRIBUTION FOR MINOR OR INCOMPETENT BENEFICIARY
	  	50
			
	6.9	  	 LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN
	  	51
			
	6.10	  	 PRE-RETIREMENT DISTRIBUTION
	  	51
			
	6.11	  	 ADVANCE DISTRIBUTION FOR HARDSHIP
	  	51
			
	6.12	  	 QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION
	  	53
			
	6.13	  	 DIRECT ROLLOVER
	  	53
	
	 ARTICLE VII
 AMENDMENT, TERMINATION, MERGERS AND LOANS

			
	7.1	  	 AMENDMENT
	  	54
			
	7.2	  	 TERMINATION
	  	55
			
	7.3	  	 MERGER, CONSOLIDATION OR TRANSFER OF ASSETS
	  	55

  










					
	7.4	  	 LOANS TO PARTICIPANTS
	  	56
	
	 ARTICLE VIII
 TOP HEAVY

			
	8.1	  	 TOP HEAVY PLAN REQUIREMENTS
	  	57
			
	8.2	  	 DETERMINATION OF TOP HEAVY STATUS
	  	57
	
	 ARTICLE IX
 MISCELLANEOUS

			
	9.1	  	 PARTICIPANT’S RIGHTS
	  	60
			
	9.2	  	 ALIENATION
	  	60
			
	9.3	  	 CONSTRUCTION OF PLAN
	  	61
			
	9.4	  	 GENDER AND NUMBER
	  	61
			
	9.5	  	 LEGAL ACTION
	  	61
			
	9.6	  	 PROHIBITION AGAINST DIVERSION OF FUNDS
	  	62
			
	9.7	  	 EMPLOYER’S AND TRUSTEE’S PROTECTIVE CLAUSE
	  	62
			
	9.8	  	 INSURER’S PROTECTIVE CLAUSE
	  	62
			
	9.9	  	 RECEIPT AND RELEASE FOR PAYMENTS
	  	63
			
	9.10	  	 ACTION BY THE FIDUCUARY
	  	63
			
	9.11	  	 NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY
	  	63
			
	9.12	  	 HEADINGS
	  	63
			
	9.13	  	 APPROVAL BY INTERNAL REVENUE SERVICE
	  	64
			
	9.14	  	 UNIFORMITY
	  	64
	
	 ARTICLE X
 EMPLOYERS

			
	10.1	  	 ADOPTION BY OTHER EMPLOYERS
	  	64
			
	10.2	  	 REQUIREMENTS OF EMPLOYERS
	  	64
			
	10.3	  	 DESIGNATION OF AGENT
	  	64
			
	10.4	  	 EMPLOYEE TRANSFERS
	  	65
			
	10.5	  	 EMPLOYER CONTRIBUTION AND FORFEITURES
	  	65
			
	10.6	  	 AMENDMENT
	  	65
			
	10.7	  	 DISCONTINUANCE OF PARTICIPATION
	  	65
			
	10.8	  	 ADMINISTRATOR’S AUTHORITY
	  	65

  









 MOORE WALLACE NORTH AMERICA, INC. SAVINGS PLAN 
  
 THIS PLAN, hereby adopted this
                     day of
                                    , by Moore Wallace North
America, Inc. (herein referred to as the “Company”). 
  
 W I T N E S S E T H: 
  
 WHEREAS, the Company desires to
recognize the contribution made to its successful operation by its employees and to reward such contribution by means of a 401(k) Plan for those employees who shall qualify as Participants hereunder; 
  
 NOW, THEREFORE, effective January 1, 2004, (hereinafter called the
“Effective Date”), the Company hereby establishes a 401(k) Plan (the “Plan”) for the exclusive benefit of the Participants and their Beneficiaries, on the following terms: 
  
 ARTICLE I 
 DEFINITIONS 
  
 1.1 “Act” means the Employee Retirement Income Security Act of 1974, as it may be amended from time to time. 
  
 1.2 “Administrator” means the person or entity designated by the Company pursuant to Section 2.2 to administer the Plan on behalf of the
Company. 
  
 1.3 “Affiliated Employer” means any
corporation which is a member of a controlled group of corporations (as defined in Code Section 414(b)) which includes the Company; any trade or business (whether or not incorporated) which is under common control (as defined in Code Section 414(c))
with the Company; any organization (whether or not incorporated) which is a member of an affiliated service group (as defined in Code Section 414(m)) which includes the Company; and any other entity required to be aggregated with the Company
pursuant to Regulations under Code Section 414(o). 
  
 1.4
“Aggregate Account” means, with respect to each Participant, the value of all accounts maintained on behalf of a Participant, whether attributable to Employer or Employee contributions, subject to the provisions of Section 8.2. 

 
 1.5 “Anniversary Date” means the last day of the Plan Year.

  
 1.6 “Beneficiary” means the person (or entity) to
whom the share of a deceased Participant’s total account is payable, subject to the restrictions of Sections 6.2 and 6.6. 
  
 1.7 “Code” means the Internal Revenue Code of 1986, as amended or replaced from time to time. 
  
 1.8 “Company” means Moore Wallace North America, Inc. and any
successor which shall maintain this Plan. 
  
 1.9
“Compensation” with respect to any Participant means such Participant’s wages for the Plan Year within the meaning of Code Section 3401(a) (for the purposes of income tax 

  

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withholding at the source) but determined without regard to any rules that limit the remuneration included in wages based on the nature or location of the
employment or the services performed (such as the exception for agricultural labor in Code Section 3401(a)(2)). 
  
 For purposes of this Section, the determination of Compensation shall be made by: 
  
 (a) excluding (even if includible in gross income) reimbursements or other expense allowances, fringe
benefits (cash or noncash), moving expenses, deferred compensation, car allowances, income from grant or exercise of stock options or restricted stock, tuition reimbursements, bereavement pay, welfare benefits or any other items of unearned or
imputed compensation included for tax purposes. 
  
 (b) including amounts which are contributed by the Employer pursuant to a salary reduction agreement and which are not includible in the gross income of the Participant under Code Sections 125, 132(f)(4), 402(e)(3), 402(h)(l)(B), 403(b) or
457(b), and Employee contributions described in Code Section 414(h)(2) that are treated as Employer contributions. 
  
 For a Participant’s initial year of participation, Compensation shall be recognized as of such Employee’s effective date of participation
pursuant to Section 3.2. 
  
 Compensation in excess of $150,000
(or such other amount provided in the Code) shall be disregarded for all purposes other than for purposes of salary deferral elections pursuant to Section 4.2. Such amount shall be adjusted for increases in the cost of living in accordance with Code
Section 401(a)(17)(B), except that the dollar increase in effect on January 1 of any calendar year shall be effective for the Plan Year beginning with or within such calendar year. For any short Plan Year the Compensation limit shall be an amount
equal to the Compensation limit for the calendar year in which the Plan Year begins multiplied by the ratio obtained by dividing the number of full months in the short Plan Year by twelve (12). 
  
 If any class of Employees is excluded from the Plan, then Compensation for
any Employee who becomes eligible or ceases to be eligible to participate during a Plan Year shall only include Compensation while the Employee is an Eligible Employee. 
  
 For purposes of this Section, if the Plan is a plan described in Code Section 413(c) or 414(f) (a plan maintained by more
than one Employer), the limitation applies separately with respect to the Compensation of any Participant from each Employer maintaining the Plan. 
  
 1.10 “Contract” or “Policy” means any life insurance policy, retirement income policy or annuity contract (group or individual) issued
pursuant to the terms of the Plan. In the event of any conflict between the terms of this Plan and the terms of any contract purchased hereunder, the Plan provisions shall control. 
  
 1.11 “Deferred Compensation” with respect to any Participant means the amount of the Participant’s total
Compensation which has been contributed to the Plan in accordance with the Participant’s deferral election pursuant to Section 4.2 excluding any such amounts distributed as excess “annual additions” pursuant to Section 4.10(a).

  

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 1.12 “Designated Investment Alternative” means a specific investment identified by name by the
Company (or such other Fiduciary who has been given the authority to select investment options) as an available investment under the Plan to which Plan assets may be invested by the Trustee pursuant to the investment direction of a Participant.

  
 1.13 “Directed Investment Option” means one or more
of the following: 
  
 (a) a Designated Investment
Alternative. 
  
 (b) any other investment
permitted by the Plan and the Participant Direction Procedures to which Plan assets may be invested by the Trustee pursuant to the investment direction of a Participant. 
  
 1.14 “Early Retirement Date” means the earlier of the date (prior to the Normal Retirement Date) on which a
Participant or Terminated Participant: (1) attains age 55, and has completed at least 5 whole year Periods of Service with the Employer or (2) attains age 60 (Early Retirement Age). A Participant shall become fully Vested upon satisfying this
requirement if still employed at Early Retirement Age. 
  
 A
Participant who separates from service after satisfying the service requirement for Early Retirement and who thereafter reaches the age requirement contained herein shall be entitled to receive benefits under this Plan. 
  
 1.15 “Elective Contribution” means the Employer contributions to
the Plan of Deferred Compensation excluding any such amounts distributed as excess “annual additions” pursuant to Section 4.10(a). In addition, any Employer Qualified Non-Elective Contribution made pursuant to Section 4.1(c) and Section
4.6(b) which is used to satisfy the “Actual Deferral Percentage” tests shall be considered an Elective Contribution for purposes of the Plan. Any contributions deemed to be Elective Contributions (whether or not used to satisfy the
“Actual Deferral Percentage” tests or the “Actual Contribution Percentage” tests) shall be subject to the requirements of Sections 4.2(b) and 4.2(c) and shall further be required to satisfy the nondiscrimination requirements of
Regulation 1.401(k)-l(b)(5) and Regulation 1.401(m)-l(b)(5), the provisions of which are specifically incorporated herein by reference. 
  
 1.16 “Eligible Employee” means any Employee, including employees who are “expatriates”. For purposes of this section,
“expatriate” shall mean an Employee of the Employer who has been assigned to perform services in a foreign country, but remains a U.S. citizen. Also, the classes of Employees described in Appendix A hereto shall be Eligible Employees only
to the extent herein specified. The following employees shall not be Eligible Employees: 
  
 Employees who are Leased Employees within the meaning of Code Sections 414(n)(2) and 414(o)(2) shall not be eligible to participate in this Plan. 
  
 Employees whose employment is governed by the terms of a collective bargaining agreement between Employee representatives
(within the meaning of Code Section 7701(a)(46)) and the Employer under which retirement benefits were the subject of good 

  

 3 








 
faith bargaining between the parties will not be eligible to participate in this Plan unless such agreement expressly provides for coverage in this Plan.

  
 Employees who are covered by another qualified benefit plan to
which the Employer contributes, other than the Retirement Income Plan of Moore North America, shall not be eligible to participate in this Plan. 
  
 Employees of Affiliated Employers shall not be eligible to participate in this Plan unless such Affiliated Employers have specifically adopted this Plan
in writing. 
  
 Notwithstanding the foregoing, an Eligible
Employee shall not include any individual (i) classified as an independent contractor by the Employer, (ii) being paid by or through an employee leasing company or other third party agency, or (iii) any other person classified by the Employer as a
leased employee, during the period the individual is so paid or classified even if such individual is later retroactively reclassified as a common-law employee of the Employer during all or any part of such period pursuant to applicable law or
otherwise. 
  
 1.17 “Employee” means any person who is
employed by the Employer and excludes any person who provides service as an independent contractor. Employee shall include Leased Employees within the meaning of Code Sections 414(n)(2) and 414(o)(2) unless such Leased Employees are covered by a
plan described in Code Section 414(n)(5) and such Leased Employees do not constitute more than 20% of the recipient’s non-highly compensated work force. 
  
 1.18 “Employer” means the Company and any other Affiliated Employers which are participating in the Plan. 
  
 1.19 “Excess Aggregate Contributions” means, with respect to any
Plan Year, the excess of the aggregate amount of the Employer matching contributions made pursuant to Section 4.1(b), after-tax voluntary Employee contributions made pursuant to Section 4.12, Excess Contributions recharacterized as after-tax
voluntary Employee contributions pursuant to Section 4.6(a) and any qualified non-elective contributions or elective deferrals taken into account pursuant to Section 4.7(c) on behalf of Highly Compensated Participants for such Plan Year, over the
maximum amount of such contributions permitted under the limitations of Section 4.7(a) (determined by hypothetically reducing contributions made on behalf of Highly Compensated Participants in order of the actual contribution ratios beginning with
the highest of such ratios). Such determination shall be made after first taking into account corrections of any Excess Deferred Compensation pursuant to Section 4.2 and taking into account any adjustments of any Excess Contributions pursuant to
Section 4.6. 
  
 1.20 “Excess Contributions” means, with
respect to a Plan Year, the excess of Elective Contributions used to satisfy the “Actual Deferral Percentage” tests made on behalf of Highly Compensated Participants for the Plan Year over the maximum amount of such contributions permitted
under Section 4.5(a) (determined by hypothetically reducing contributions made on behalf of Highly Compensated Participants in order of the actual deferral ratios beginning with the highest of such ratios). Excess Contributions, including amounts
recharacterized pursuant to Section 4.6(a)(2), shall be treated as an “annual addition” pursuant to Section 4.9(b). 
  

 4 








 1.21 “Excess Deferred Compensation” means, with respect to any taxable year of a Participant,
the excess of the aggregate amount of such Participant’s Deferred Compensation and the elective deferrals pursuant to Section 4.2(f) actually made on behalf of such Participant for such taxable year, over the dollar limitation provided for in
Code Section 402(g), which is incorporated herein by reference. Excess Deferred Compensation shall be treated as an “annual addition” pursuant to Section 4.9(b) when contributed to the Plan unless distributed to the affected Participant
not later than the first April 15th following the close of the Participant’s taxable year. Additionally, for purposes of Sections 8.2 and 4.4(g), Excess Deferred Compensation shall continue to be treated as Employer contributions even if
distributed pursuant to Section 4.2(f). However, Excess Deferred Compensation of Non-Highly Compensated Participants is not taken into account for purposes of Section 4.5(a) to the extent such Excess Deferred Compensation occurs pursuant to Section
4.2(d). 
  
 1.22 “Fiduciary” shall have the meaning as
set forth in the Act. 
  
 1.23 “Fiscal Year” means the
Employer’s accounting year of 12 months commencing on January 1st of each year and ending the following December 31st. 
  
 1.24 “Forfeiture” Under this Plan, except as provided in Appendix B, Participant accounts are 100% Vested at all times, except as specifically
otherwise set forth in the Plan. Any amounts that may otherwise be forfeited under the Plan pursuant to Section 3.6, 4.2(f), 4.6(a) or 6.9 shall be used to pay plan administrative expenses. 
  
 1.25 “415 Compensation” with respect to any Participant means such
Participant’s wages for the Plan Year within the meaning of Code Section 3401(a) (for the purposes of income tax withholding at the source) but determined without regard to any rules that limit the remuneration included in wages based on the
nature or location of the employment or the services performed (such as the exception for agricultural labor in Code Section 3401(a)(2)). 
  
 For purposes of this Section, the determination of “415 Compensation” shall include any elective deferral (as defined in Code Section
402(g)(3)), and any amount which is contributed or deferred by the Employer at the election of the Participant and which is not includible in the gross income of the Participant by reason of Code Sections 125, 132(f)(4) or 457. 
  
 1.26 “414(s) Compensation” means any definition of compensation
that satisfies the nondiscrimination requirements of Code Section 414(s) and the Regulations thereunder. The period for determining 414(s) Compensation must be either the Plan Year or the calendar year ending with or within the Plan Year. The
Company may further limit the period taken into account to that part of the Plan Year or calendar year in which an Employee was a Participant in the component of the Plan being tested. The period used to determine 414(s) Compensation must be applied
uniformly to all Participants for the Plan Year. 
  
 1.27
“Highly Compensated Employee” means an Employee described in Code Section 414(q) and the Regulations thereunder, and generally means any Employee who: 
  
 (a) was a “five percent owner” as defined in Section 1.33(c) at any time during the
“determination year” or the “look-back year”; or 
  

 5 








 (b) for the “look-back year” had “415 Compensation” from the Employer
in excess of $80,000. The $80,000 amount is adjusted at the same time and in the same manner as under Code Section 415(d), except that the base period is the calendar quarter ending September 30, 1996. 
  
 The “determination year” means the Plan Year for which testing is
being performed, and the “look-back year” means the immediately preceding twelve (12) month period. 
  
 A highly compensated Terminated Participant is based on the rules applicable to determining Highly Compensated Employee status as in effect for the
“determination year,” in accordance with Regulation 1.414(q)-lT, A-4 and IRS Notice 97-45 (or any superseding guidance). 
  
 In determining who is a Highly Compensated Employee, Employees who are non-resident aliens and who received no earned income (within the meaning of Code
Section 91l(d)(2)) from the Employer constituting United States source income within the meaning of Code Section 861(a)(3) shall not be treated as Employees. Additionally, all Affiliated Employers shall be taken into account as a single employer and
Leased Employees within the meaning of Code Sections 414(n)(2) and 414(o)(2) shall be considered Employees unless such Leased Employees are covered by a plan described in Code Section 414(n)(5) and are not covered in any qualified plan maintained by
the Employer. The exclusion of Leased Employees for this purpose shall be applied on a uniform and consistent basis for all of the Employer’s retirement plans. Highly Compensated Inactive Employees shall be treated as Highly Compensated
Employees without regard to whether they performed services during the “determination year.” 
  
 1.28 “Highly Compensated Participant” means any Highly Compensated Employee who is eligible to participate in the component of the Plan being
tested. 
  
 1.29 “Hour of Service” means each hour for
which an Employee is paid or entitled to payment for the performance of duties for the Employer. 
  
 1.30 “Inactive Participant” means a person who has been an Eligible Employee, but who is no longer eligible to make contributions under this
Plan. 
  
 1.31 “Income” means the income or losses
allocable to Excess Deferred Compensation, Excess Contributions or Excess Aggregate Contributions which amount shall be allocated in the same manner as income or losses are allocated pursuant to Section 4.4(f). 
  
 1.32 “Investment Manager” means an entity that (a) has the power to
manage, acquire, or dispose of Plan assets and (b) acknowledges fiduciary responsibility to the Plan in writing. Such entity must be a person, firm, or corporation registered as an investment adviser under the Investment Advisers Act of 1940, a
bank, or an insurance company. 
  
 1.33 “Key Employee”
means an Employee as defined in Code Section 416(i) and the Regulations thereunder. Generally, any Employee or former Employee (as well as each of the Employee’s or former Employee’s Beneficiaries) is considered a Key Employee if the
Employee, 

  

 6 








 
at any time during the Plan Year that contains the “Determination Date” or any of the preceding four (4) Plan Years, has been included in one of
the following categories: 
  
 (a) an officer of
the Employer (as that term is defined within the meaning of the Regulations under Code Section 416) having annual “415 Compensation” greater than 50 percent of the amount in effect under Code Section 415(b)(l)(A) for any such Plan Year.

  
 (b) one of the ten employees having annual
“415 Compensation” from the Employer for a Plan Year greater than the dollar limitation in effect under Code Section 415(c)(l)(A) for the calendar year in which such Plan Year ends and owning (or considered as owning within the meaning of
Code Section 318) both more than one-half percent interest and the largest interests in the Employer. 
  
 (c) a “five percent owner” of the Employer. “Five percent owner” means any person who owns (or is considered as owning
within the meaning of Code Section 318) more than five percent (5%) of the outstanding stock of the Employer or stock possessing more than five percent (5%) of the total combined voting power of all stock of the Employer or, in the case of an
unincorporated business, any person who owns more than five percent (5%) of the capital or profits interest in the Employer. In determining percentage ownership hereunder, employers that would otherwise be aggregated under Code Sections 414(b), (c),
(m) and (o) shall be treated as separate employers. 
  
 (d) a “one percent owner” of the Employer having an annual “415 Compensation” from the Employer of more than $150,000. “One percent owner” means any person who owns (or is considered as owning within the
meaning of Code Section 318) more than one percent (1%) of the outstanding stock of the Employer or stock possessing more than one percent (1%) of the total combined voting power of all stock of the Employer or, in the case of an unincorporated
business, any person who owns more than one percent (1%) of the capital or profits interest in the Employer. In determining percentage ownership hereunder, employers that would otherwise be aggregated under Code Sections 414(b), (c), (m) and (o)
shall be treated as separate employers. However, in determining whether an individual has “415 Compensation” of more than $150,000, “415 Compensation” from each employer required to be aggregated under Code Sections 414(b), (c),
(m) and (o) shall be taken into account. 
  
 For purposes of this
Section, the determination of “415 Compensation” shall be made by including amounts which are contributed by the Employer pursuant to a salary reduction agreement and which are not includible in the gross income of the Participant under
Code Sections 125, 132(f)(4), 402(e)(3), 402(h)(l)(B), 403(b) or 457(b), and Employee contributions described in Code Section 414(h)(2) that are treated as Employer contributions. 
  
 1.34 “Late Retirement Date” means a Participant’s actual Retirement Date after having reached Normal
Retirement Date. 
  
 1.35 “Leased Employee” means any
person (other than an Employee of the recipient employer) who pursuant to an agreement between the recipient employer and any other person or 

  

 7 








 
entity (“leasing organization”) has performed services for the recipient (or for the recipient and related persons determined in accordance with
Code Section 414(n)(6)) on a substantially full time basis for a period of at least one year, and such services are performed under primary direction or control by the recipient employer. Contributions or benefits provided a Leased Employee by the
leasing organization which are attributable to services performed for the recipient employer shall be treated as provided by the recipient employer. Furthermore, Compensation for a Leased Employee shall only include Compensation from the leasing
organization that is attributable to services performed for the recipient employer. A Leased Employee shall not be considered an Employee of the recipient employer: 
  
 (a) if such employee is covered by a money purchase pension plan providing: 
  
 (1) a nonintegrated employer contribution rate of at least 10% of
compensation, as defined in Code Section 415(c)(3); 
  
 (2)
immediate participation; 
  
 (3) full and immediate vesting; and

  
 (b) if Leased Employees do not constitute
more than 20% of the recipient employer’s nonhighly compensated work force. 
  
 1.36 “Non-Elective Contribution” means the Employer contributions to the Plan excluding, however, contributions made pursuant to the Participant’s deferral election provided for in Section 4.2 and any
Qualified Non-Elective Contribution used in the “Actual Deferral Percentage” tests. 
  
 1.37 “Non-Highly Compensated Participant” means any Participant who is not a Highly Compensated Employee. 
  
 1.38 “Non-Key Employee” means any Employee or former Employee (and such Employee’s or former Employee’s Beneficiaries) who is not, and
has never been a Key Employee. 
  
 1.39 “Normal Retirement
Age” means a Participant’s 65th birthday. A Participant shall become fully Vested in the Participant’s Account upon attaining Normal Retirement Age. 
  
 1.40 “Normal Retirement Date” means the date on which a Participant meets his/her Normal Retirement Age.

  
 1.41 “1-Year Break in Service” means a Period of
Severance of at least 12 consecutive months. 
  
 1.42
“Participant” means any Eligible Employee who participates in the Plan and has not for any reason become ineligible to participate further in the Plan. 
  
 1.43 “Participant Direction Procedures” means such instructions, guidelines or policies, the terms of which are
incorporated herein, as shall be established pursuant to Section 4.13 and 

  

 8 








 
observed by the Administrator and applied and provided to Participants who have Participant Directed Accounts. 
  
 1.44 “Participant’s Account” means the account established and
maintained by the Administrator for each Participant with respect to such Participant’s total interest in the Plan and Trust resulting from the Employer Non-Elective Contributions. 
  
 1.45 “Participant’s Combined Account” means the total aggregate amount of each Participant’s Elective
Account and Participant’s Account. 
  
 1.46
“Participant’s Directed Account” means that portion of a Participant’s interest in the Plan with respect to which the Participant has directed the investment in accordance with the Participant Direction Procedure. 
  
 1.47 “Participant’s Elective Account” means the account
established and maintained by the Administrator for each Participant with respect to the Participant’s total interest in the Plan and Trust resulting from the Employer Elective Contributions used to satisfy the “Actual Deferral
Percentage” tests. A separate accounting shall be maintained with respect to that portion of the Participant’s Elective Account attributable to such Elective Contributions pursuant to Section 4.2 and any Employer Qualified Non-Elective
Contributions. 
  
 1.48 “Participant’s Transfer/Rollover
Account” means the account established and maintained by the Administrator for each Participant with respect to the Participant’s total interest in the Plan resulting from amounts transferred to this Plan from a direct plan-to-plan
transfer and/or with respect to such Participant’s interest in the Plan resulting from amounts transferred from another qualified plan or “conduit” Individual Retirement Account in accordance with Section 4.11. 
  
 A separate accounting shall be maintained with respect to that portion of the
Participant’s Transfer/Rollover Account attributable to transfers (within the meaning of Code Section 414(1)) and “rollovers.” 
  
 1.49 “Period of Service” means the aggregate of all periods commencing with the Employee’s first day of employment or reemployment with the
Employer or Affiliated Employer and ending on the date a 1-Year Break in Service begins. The first day of employment or reemployment is the first day the Employee performs an Hour of Service. An Employee will also receive partial credit for any
Period of Severance of less than twelve (12) consecutive months. Fractional periods of a year will be expressed in terms of days. 
  
 1.50 “Period of Severance” means a continuous period of time during which the Employee is not employed by an Affiliated Employer. Such period
begins on the date the Employee retires, quits or is discharged, or if earlier, the twelve (12) month anniversary of the date on which the Employee was otherwise first absent from service. 
  
 In the case of an individual who is absent from work for maternity or
paternity reasons, the twelve (12) consecutive month period beginning on the first anniversary of the first day of such absence shall not constitute a 1-Year Break in Service. For purposes of this paragraph, an absence from work for maternity or
paternity reasons means an absence (a) by reason of the pregnancy of the individual, (b) by reason of the birth of a child of the individual, 

  

 9 








 
(c) by reason of the placement of a child with the individual in connection with the adoption of such child by such individual, or (d) for purposes of caring
for such child for a period beginning immediately following such birth or placement. 
  
 1.51 “Plan” means this instrument, including all amendments thereto. 
  
 1.52 “Plan Year” means the Plan’s accounting year of twelve (12) months commencing on January 1st of each year and ending the following
December 31st. 
  
 1.53 “Qualified Non-Elective
Contribution” means any Employer contributions made pursuant to Section 4.1(c) and Section 4.6(b) and Section 4.8(f). Such contributions shall be considered an Elective Contribution for the purposes of the Plan and may be used to satisfy the
“Actual Deferral Percentage” tests or the “Actual Contribution Percentage” tests. 
  
 1.54 “Regulation” means the Income Tax Regulations as promulgated by the Secretary of the Treasury or a delegate of the Secretary of the
Treasury, and as amended from time to time. 
  
 1.55
“Retirement Date” means the date as of which a Participant retires for reasons other than Total and Permanent Disability, whether such retirement occurs on a Participant’s Normal Retirement Date, Early or Late Retirement Date (see
Section 6.1). 
  
 1.56 “Terminated Participant” means a
person who has been a Participant, but whose employment with the Employer, or any affiliated employer, has been terminated other than by death, Total and Permanent Disability or retirement. 
  
 1.57 “Top Heavy Plan” means a plan described in Section 8.2(a).

  
 1.58 “Top Heavy Plan Year” means a Plan Year during
which the Plan is a Top Heavy Plan. 
  
 1.59 “Total and
Permanent Disability” means qualified for Social Security disability and/or qualified under the applicable Employer’s Long Term Disability Plan. 
  
 1.60 “Trustee” means the person(s) or entity(s) named as a trustee herein or in any separate trust or trusts forming a part of this Plan, and
any successors. 
  
 1.61 “Trust Fund” means the assets
of the Plan and trusts as the same shall exist from time to time. 
  
 1.62 “Valuation Date” means any date or dates deemed necessary or appropriate by the Administrator for the valuation of the Participants’ accounts during the Plan Year, which may include any day(s) that the Trustee, any
transfer agent appointed by the Trustee or the Employer or any stock exchange used by such agent, are open for business. 
  
 1.63 “Vested” means the nonforfeitable portion of any account maintained on behalf of a Participant. 
  
 1.64 “Voluntary Contribution Account” means the account established
and maintained by the Administrator for each Participant with respect to the Participant’s total interest in the Plan 

  

 10 








 
resulting from the Participant’s after-tax voluntary Employee contributions made pursuant to Section 4.12. 
  
 Amounts recharacterized as after-tax voluntary Employee contributions
pursuant to Section 4.6(a) shall remain subject to the limitations of Sections 4.2(b) and 4.2(c). Therefore, a separate accounting shall be maintained with respect to that portion of the Voluntary Contribution Account attributable to after-tax
voluntary Employee contributions made pursuant to Section 4.12. 
  
 ARTICLE II 
 ADMINISTRATION 
  

	2.1	POWERS AND RESPONSIBILITIES OF THE COMPANY 

  
 (a) In addition to the general powers and responsibilities otherwise provided for in this Plan, the Company shall be empowered to appoint
and remove the Trustee and the Administrator from time to time as it deems necessary for the proper administration of the Plan to ensure that the Plan is being operated for the exclusive benefit of the Participants and their Beneficiaries in
accordance with the terms of the Plan, the Code, and the Act. The Company may appoint counsel, specialists, advisers, agents (including any nonfiduciary agent) and other persons as the Company deems necessary or desirable in connection with the
exercise of its fiduciary duties under this Plan. The Company may compensate such agents or advisers from the assets of the Plan as fiduciary expenses (but not including any business (settlor) expenses of the Company), to the extent not paid by the
Company. 
  
 (b) The Company may, by written
agreement or designation, appoint at its option an Investment Manager (qualified under the Investment Company Act of 1940 as amended), investment adviser, or other agent to provide direction to the Trustee with respect to any or all of the Plan
assets. Such appointment shall be given by the Company in writing in a form acceptable to the Trustee and shall specifically identify the Plan assets with respect to which the Investment Manager or other agent shall have authority to direct the
investment. 
  
 (c) The Company shall establish a
“funding policy and method,” i.e., it shall determine whether the Plan has a short run need for liquidity (e.g., to pay benefits) or whether liquidity is a long run goal and investment growth (and stability of same) is a more current need,
or shall appoint a qualified person to do so. The Company shall communicate such needs and goals to the Trustee, who shall coordinate such Plan needs with its investment policy. The communication of such a “funding policy and method” shall
not, however, constitute a directive to the Trustee as to the investment of the Trust Funds. Such “funding policy and method” shall be consistent with the objectives of this Plan and with the requirements of Title I of the Act. 

 
 (d) The Company shall periodically review the performance
of any Fiduciary or other person to whom duties have been delegated or allocated by it under the provisions of this Plan or pursuant to procedures established hereunder. 

  

 11 








 
This requirement may be satisfied by formal periodic review by the Company or by a qualified person specifically designated by the Company, through
day-to-day conduct and evaluation, or through other appropriate ways. 
  

	2.2	DESIGNATION OF ADMINISTRATIVE AUTHORITY 

  
 The Company shall appoint one or more Administrators. The Company may appoint any person(s), including, but not limited to, the Employees of the Company,
to perform the duties of the Administrator. Any person so appointed shall signify acceptance by filing written acceptance with the Company. Upon the resignation or removal of any individual performing the duties of the Administrator, the Company may
designate a successor. If the Company does not appoint an Administrator, the Company will function as the Administrator. 
  

	2.3	ALLOCATION AND DELEGATION OF RESPONSIBILITIES 

  
 If more than one person is appointed as Administrator, the responsibilites of each Administrator may be specified by the Company and accepted in writing
by each Administrator. In the event that no such delegation is made by the Company, the Administrator may allocate the responsibilities among themselves, in which event the Administrators shall notify the Company and the Trustee in writing of such
action and specify the responsibilities of each Administrator. The Trustee thereafter shall accept and rely upon any documents executed by the appropriate Administrator until such time as the Company or the Administrator file with the Trustee a
written revocation of such delegation. 
  

	2.4	POWERS AND DUTIES OF THE ADMINISTRATOR 

  
 The primary responsibility of the Administrator is to administer the Plan for the exclusive benefit of the Participants and their Beneficiaries, subject
to the specific terms of the Plan. The Administrator shall administer the Plan in accordance with its terms and shall have the power and discretion to construe the terms of the Plan and to determine all questions arising in connection with the
administration, interpretation, and application of the Plan. Any such determination by the Administrator shall be conclusive and binding upon all persons. The Administrator may establish procedures, correct any defect, supply any information, or
reconcile any inconsistency in such manner and to such extent as shall be deemed necessary or advisable to carry out the purpose of the Plan; provided, however, that any procedure, discretionary act, interpretation or construction shall be done in a
nondiscriminatory manner based upon uniform principles consistently applied and shall be consistent with the intent that the Plan shall continue to be deemed a qualified plan under the terms of Code Section 401(a), and shall comply with the terms of
the Act and all regulations issued pursuant thereto. The Administrator shall have all powers necessary or appropriate to accomplish the Administrator’s duties under the Plan. 
  
 The Administrator shall be charged with the duties of the general administration of the Plan as set forth under the terms of
the Plan, including, but not limited to, the following: 
  
 (a) the discretion to determine all questions relating to the eligibility of Employees to participate or remain a Participant hereunder and to receive benefits under the Plan; 
  

 12 








 (b) to compute, certify, and direct the Trustee with respect to the amount and the kind
of benefits to which any Participant shall be entitled hereunder; 
  
 (c) to authorize and direct the Trustee with respect to all discretionary or otherwise directed disbursements from the Trust; 
  

(d) to maintain all necessary records for the administration of the Plan; 
  
 (e) to interpret the provisions of the Plan and to make and
publish such rules for regulation of the Plan as are consistent with the terms hereof; 
  
 (f) to determine the size and type of any Contract to be purchased from any insurer, and to designate the insurer from which such Contract
shall be purchased; 
  
 (g) to compute and
certify to the Company and to the Trustee from time to time the sums of money necessary or desirable to be contributed to the Plan; 
  
 (h) to consult with the Company and the Trustee regarding the short and long-term liquidity needs of the Plan in order that the Trustee
can exercise any investment discretion in a manner designed to accomplish specific objectives; 
  
 (i) to prepare and implement a procedure to notify Eligible Employees that they may elect to have a portion of their Compensation deferred
or paid to them in cash; 
  
 (j) to act as the
named Fiduciary responsible for communications with Participants as needed to maintain Plan compliance with Act Section 404(c), including, but not limited to, the receipt and transmitting of Participant’s directions as to the investment of
their account(s) under the Plan and the formulation of policies, rules, and procedures pursuant to which Participants may give investment instructions with respect to the investment of their accounts; 
  
 (k) to determine the validity of, and take appropriate
action with respect to, any qualified domestic relations order received by it; and 
  
 (l) to assist any Participant regarding the Participant’s rights, benefits, or elections available under the Plan. 
  

	2.5	RECORDS AND REPORTS 

  
 The Administrator shall keep a record of all actions taken and shall keep all other books of account, records, policies, and other data that may be
necessary for proper administration of the Plan and shall be responsible for supplying all information and reports to the Internal Revenue Service, Department of Labor, Participants, Beneficiaries and others as required by law. 
  

 13 









	2.6	APPOINTMENT OF ADVISERS 

  
 The Administrator, may appoint counsel, specialists, advisers, agents (including nonfiduciary agents) and other persons as the Administrator deems
necessary or desirable in connection with the administration of this Plan, including but not limited to agents and advisers to assist with the administration and management of the Plan, and thereby to provide, among such other duties as the
Administrator may appoint, assistance with maintaining Plan records and the providing of investment information to the Plan’s investment fiduciaries and to Plan Participants. 
  

	2.7	PAYMENT OF EXPENSES 

  
 All expenses of administration 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 Administrator, or any person or persons retained or appointed by any named Fiduciary incident to the exercise of their duties under the Plan, including, but not limited to, fees of accountants, counsel, Investment Managers, agents
(including nonfiduciary agents) appointed for the purpose of assisting the Administrator or the Trustee in carrying out the instructions of Participants as to the directed investment of their accounts and other specialists and their agents, the
costs of any bonds required pursuant to Act Section 412, the compensation of any employees of the Employer as permitted by ERISA and other costs of administering the Plan. Until paid, the expenses shall constitute a liability of the Trust Fund.

  

	2.8	CLAIMS PROCEDURE 

  
 Claims for benefits under the Plan may be filed in writing with the Administrator. Written notice of the disposition of a claim shall be furnished to the
claimant within ninety (90) days after the application is filed, except that if the administrator determines that for reasons beyond its control, a ninety (90) day extension of time is necessary to process the claim, provided the delay and the
special circumstances occasioning it are communicated to the claimant within the ninety (90) day period. In the event the claim is denied, the reasons for the denial shall be specifically set forth in the notice in language calculated to be
understood by the claimant, pertinent provisions of the Plan shall be cited, and, where appropriate, an explanation as to how the claimant can perfect the claim will be provided. In addition, the claimant shall be furnished with an explanation of
the Plan’s claims review procedure. 
  

	2.9	CLAIMS REVIEW PROCEDURE 

  
 Any Employee, former Employee, or Beneficiary of either, who has been denied a benefit by a decision of the Administrator pursuant to Section 2.8 shall be
entitled to request the Administrator to give further consideration to a claim by filing with the Administrator a written request for a hearing. Such request, together with a written statement of the reasons why the claimant believes the claim
should be allowed, shall be filed with the Administrator no later than sixty (60) days after receipt of the written notification provided for in Section 2.8. The Administrator shall then conduct a hearing within the next sixty (60) days, at which
the claimant may be represented by an attorney or any other representative of such claimant’s choosing and expense and at which the claimant shall have an opportunity to submit written and oral evidence and arguments in support of the claim. At
the hearing (or prior thereto upon five (5) business days written notice to the Administrator) the claimant or the claimant’s representative shall have 

  

 14 








 
an opportunity to review all documents in the possession of the Administrator which are pertinent to the claim at issue and its disallowance. Either the
claimant or the Administrator may cause a court reporter to attend the hearing and record the proceedings. In such event, a complete written transcript of the proceedings shall be furnished to both parties by the court reporter. The full expense of
any such court reporter and such transcripts shall be borne by the party causing the court reporter to attend the hearing. A final decision as to the allowance of the claim shall be made by the Administrator within sixty (60) days of receipt of the
appeal (unless there has been an extension of sixty (60) days due to special circumstances, provided the delay and the special circumstances occasioning it are communicated to the claimant within the sixty (60) day period). Such communication shall
be written in a manner calculated to be understood by the claimant and shall include specific reasons for the decision and specific references to the pertinent Plan provisions on which the decision is based. 
  
 ARTICLE III 
 ELIGIBILITY 
  

	3.1	CONDITIONS OF ELIGIBILITY 

  
 Except as provided in Appendix B, any Eligible Employee, with respect to salary reduction elections pursuant to Section 4.2 and after-tax voluntary
Employee contributions pursuant to Section 4.12, shall be eligible to participate hereunder on the date of such Employee’s employment with the Employer. 
  
 However, with respect to Employer matching contributions pursuant to Section 4.1(b) and Employer Qualified Non-Elective Contributions pursuant to Section
4.1(c), any Eligible Employee who has completed a one (1) year Period of Service shall be eligible to participate hereunder as of the date such Employee has satisfied such requirements. 
  

	3.2	EFFECTIVE DATE OF PARTICIPATION 

  
 Except as provided in Appendix B, an Eligible Employee shall become a Participant effective as of the date on which such Employee satisfies the
eligibility requirements of Section 3.1. 
  
 If an Employee, who
has satisfied the Plan’s eligibility requirements and would otherwise have become a Participant, shall go from a classification of a noneligible Employee to an Eligible Employee, such Employee shall become a Participant on the date such
Employee becomes an Eligible Employee or, if later, the date that the Employee would have otherwise entered the Plan had the Employee always been an Eligible Employee. 
  
 If an Employee, who has satisfied the Plan’s eligibility requirements and would otherwise become a Participant, shall
go from a classification of an Eligible Employee to a noneligible class of Employees, such Employee shall become a Participant in the Plan on the date such Employee again becomes an Eligible Employee, or, if later, the date that the Employee would
have otherwise entered the Plan had the Employee always been an Eligible Employee. 
  

 15 









	3.3	DETERMINATION OF ELIGIBILITY 

  
 The Administrator shall determine the eligibility of each Employee for participation in the Plan based upon information furnished by the Employer. Such
determination shall be conclusive and binding upon all persons, as long as the same is made pursuant to the Plan and the Act. Such determination shall be subject to review pursuant to Section 2.8. 
  

	3.4	TERMINATION OF ELIGIBILITY 

  
 In the event a Participant shall go from a classification of an Eligible Employee to a noneligible Employee, such Inactive Participant shall continue to
vest in the Plan for each Period of Service completed while a noneligible Employee, until such time as the Participant’s Account is forfeited or distributed pursuant to the terms of the Plan. Additionally, the Inactive Participant’s
interest in the Plan shall continue to share in the earnings of the Trust Fund. 
  

	3.5	OMISSION OF ELIGIBLE EMPLOYEE 

  
 If, in any Plan Year, any Employee who should be included as a Participant in the Plan is erroneously omitted and discovery of such omission is not made
until after a contribution by the Employer for the year has been made and allocated, then the Employer shall make a subsequent contribution, if necessary after the application of Section 4.4(c), so that the omitted Employee receives a total amount
which the Employee would have received (including both Employer contributions and earnings thereon) had the Employee not been omitted. Such contribution shall be made regardless of whether it is deductible in whole or in part in any taxable year
under applicable provisions of the Code. 
  

	3.6	INCLUSION OF INELIGIBLE EMPLOYEE 

  
 If, in any Plan Year, any person who should not have been included as a Participant in the Plan is erroneously included and discovery of such inclusion is
not made until after a contribution for the year has been made and allocated, the Employer shall be entitled to recover the contribution made with respect to the ineligible person provided the error is discovered within twelve (12) months of the
date on which it was made. Otherwise, the amount contributed with respect to the ineligible person shall constitute a Forfeiture for the Plan Year in which the discovery is made. Notwithstanding the foregoing, any Deferred Compensation made by an
ineligible person shall be distributed to the person (along with any earnings attributable to such Deferred Compensation). 
  

	3.7	REHIRED EMPLOYEES 

  
 Except as provided in Appendix B, if any Terminated Participant is reemployed by the Employer as an Eligible Employee, the Participant shall become
eligible to make contributions as of the reemployment date. 
  
 If
any Terminated Participant has not met the one (1) year Period of Service eligibility requirements for the Employer matching contributions and Employer Qualified Non-Elective Contributions at the time of his/her termination, and is later reemployed,
he/she must finish completing the one (1) year Period of Service after reemployment, taking into account the service prior to termination. 
  

 16 








 ARTICLE IV 
 CONTRIBUTION AND ALLOCATION 
  

	4.1	FORMULA FOR DETERMINING EMPLOYER CONTRIBUTION 

  
 Except as provided in Appendix B, for each Plan Year, the Employer shall contribute to the Plan: 
  
 (a) The amount of the total salary reduction elections of
all Participants made pursuant to Section 4.2(a), which amount shall be deemed an Employer Elective Contribution. 
  
 (b) On behalf of each Participant who is eligible to share in matching contributions for the Plan Year, a matching contribution equal to
50% of each such Participant’s Deferred Compensation, which amount, shall be deemed an Employer Non-Elective Contribution. Notwithstanding the above, a Participant who is a member of any of the following groups of Participants and who was
employed by Moore North America, Inc. (formerly known as “Moore U.S.A., Inc.) on December 31, 1997, shall receive a matching contribution equal to 75% of such Participant’s Deferred Compensation, which amount, shall be deemed an Employer
Non-Elective Contribution. 
  
 (1) Participants who, as of June
30, 1997, were age 65 or older; 
  
 (2) Participants who, as of
June 30, 1997, were age 50 or older and had completed 10 or more Years of Service; or 
  
 (3) Participants who, as of June 30, 1997, were age 45 or older and had completed 20 or more Years of Service, and who were employed by Moore North America, Inc. (formerly known as “Moore U.S.A., Inc.”) on
December 31, 1997. 
  
 In applying the matching
percentage specified above, only salary reductions up to 6% of annual Compensation shall be considered. 
  
 (c) On behalf of each Non-Highly Compensated Participant who is eligible to share in the Qualified Non-Elective Contribution for the Plan
Year, a discretionary Qualified Non-Elective Contribution equal to a uniform percentage of each eligible individual’s Compensation, the exact percentage, if any, to be determined each year by the Employer. Any Employer Qualified Non-Elective
Contribution shall be deemed an Employer Elective Contribution. 
  
 (d) Additionally, to the extent necessary, the Employer shall contribute to the Plan the amount necessary to provide the top heavy minimum contribution. 
  

 17 








 (e) All contributions by the Employer shall be made in cash or in such property as is
acceptable to the Trustee. 
  

	4.2	PARTICIPANT’S SALARY REDUCTION ELECTION 

  
 Except as provided in Appendix B: 
  
 (a) Each Participant may elect to defer Compensation which would have been received in the Plan Year, but for the deferral election, 1% to
85%, in whole percentages. The sum of a Participant’s Salary Reduction Contributions and Voluntary Contributions for each payroll period may not exceed 85% of his Compensation paid for such payroll period. A deferral election (or modification
of an earlier election) may not be made with respect to Compensation which is currently available on or before the date the Participant executed such election or, if later, the latest of the date the Employer adopts this cash or deferred
arrangement, or the date such arrangement first became effective. 
  
 The amount by which Compensation is reduced shall be that Participant’s Deferred Compensation and be treated as an Employer Elective Contribution and allocated to that Participant’s Elective Account.

  
 (b) The balance in each Participant’s
Elective Account shall be fully Vested at all times and, except as otherwise provided herein, shall not be subject to Forfeiture for any reason. 
  
 (c) Notwithstanding anything in the Plan to the contrary, amounts held in the Participant’s Elective Account may not be distributable
(including any offset of loans) earlier than: 
  
 (1) a
Participant’s separation from service, Total and Permanent Disability, or death; 
  
 (2) a Participant’s attainment of age 59 1/2; 
  
 (3) the termination of the Plan without the existence at the time of Plan termination of another defined contribution plan or the establishment of a successor defined contribution plan by the Employer or an Affiliated
Employer within the period ending twelve months after distribution of all assets from the Plan maintained by the Employer. For this purpose, a defined contribution plan does not include an employee stock ownership plan (as defined in Code Section
4975(e)(7) or 409), a simplified employee pension plan (as defined in Code Section 408(k)), or a simple individual retirement account plan (as defined in Code Section 408(p)); 
  
 (4) the date of disposition by the Employer to an entity that is not an Affiliated Employer of substantially all of the
assets (within the meaning of Code Section 409(d)(2)) used in a trade or business of such corporation if such corporation continues to maintain this Plan after the disposition 

  

 18 








 
with respect to a Participant who continues employment with the corporation acquiring such assets; 
  
 (5) the date of disposition by the Employer or an Affiliated Employer who
maintains the Plan of its interest in a subsidiary (within the meaning of Code Section 409(d)(3)) to an entity which is not an Affiliated Employer but only with respect to a Participant who continues employment with such subsidiary; or 

 
 (6) the proven financial hardship of a Participant, subject to the
limitations of Section 6.11. 
  
 (d) For each
Plan Year, a Participant’s Deferred Compensation made under this Plan and all other plans, contracts or arrangements of the Employer and any Affiliated Employer shall not exceed, during any taxable year of the Participant, the limitation
imposed by Code Section 402(g), as in effect at the beginning of such taxable year. If such dollar limitation is exceeded, a Participant will be deemed to have notified the Administrator of such excess amount which shall be distributed in a manner
consistent with Section 4.2(f). The dollar limitation shall be adjusted annually pursuant to the method provided in Code Section 415(d) in accordance with Regulations. 
  
 (e) In the event a Participant has received a hardship distribution from the Participant’s Elective
Account pursuant to Section 6.11(b) or pursuant to Regulation 1.401(k)-l(d)(2)(iv)(B) from any other plan maintained by the Employer and any Affiliated Employer, then such Participant shall not be permitted to elect to have Deferred Compensation
contributed to the Plan for a period of twelve (12) months following the receipt of the distribution. Furthermore, the dollar limitation under Code Section 402(g) shall be reduced, with respect to the Participant’s taxable year following the
taxable year in which the hardship distribution was made, by the amount of such Participant’s Deferred Compensation, if any, pursuant to this Plan (and any other plan maintained by the Employer) for the taxable year of the hardship
distribution. 
  
 (f) If a Participant’s
Deferred Compensation under this Plan together with any elective deferrals (as defined in Regulation 1.402(g)-l(b)) under another qualified cash or deferred arrangement (as described in Code Section 40l(k)), a simplified employee pension (as
described in Code Section 408(k)(6)), a simple individual retirement account plan (as described in Code Section 408(p)), a salary reduction arrangement (within the meaning of Code Section 3121(a)(5)(D)), a deferred compensation plan under Code
Section 457(b), or a trust described in Code Section 501(c)(l8) cumulatively exceed the limitation imposed by Code Section 402(g) (as adjusted annually in accordance with the method provided in Code Section 415(d) pursuant to Regulations) for such
Participant’s taxable year, the Participant may, not later than March 1 following the close of the Participant’s taxable year, notify the Administrator in writing of such excess and request that the Participant’s Deferred Compensation
under this Plan be reduced by an amount specified by the Participant. In such event, the Administrator may direct the Trustee to distribute such excess amount (and any Income allocable to such 

  

 19 








 
excess amount) to the Participant not later than the first April 15th following the close of the Participant’s taxable year. Any distribution of less
than the entire amount of Excess Deferred Compensation and Income shall be treated as a pro rata distribution of Excess Deferred Compensation and Income. The amount distributed shall not exceed the Participant’s Deferred Compensation under the
Plan for the taxable year (and any Income allocable to such excess amount). Any distribution on or before the last day of the Participant’s taxable year must satisfy each of the following conditions: 
  
 (1) the distribution must be made after the date on which the Plan received
the Excess Deferred Compensation; 
  
 (2) the Participant shall
designate the distribution as Excess Deferred Compensation; and 
  
 (3) the Plan must designate the distribution as a distribution of Excess Deferred Compensation. 
  
 Any distribution made pursuant to this Section 4.2(f) shall be made first from unmatched Deferred Compensation and, thereafter, from
Deferred Compensation which is matched. Matching contributions which relate to such Deferred Compensation shall be forfeited. 
  
 (g) Notwithstanding Section 4.2(f) above, a Participant’s Excess Deferred Compensation shall be reduced, but not below zero, by any
distribution and/or recharacterization of Excess Contributions pursuant to Section 4.6(a) for the Plan Year beginning with or within the taxable year of the Participant. 
  
 (h) At Normal Retirement Date, or such other date when the Participant shall be entitled to receive
benefits, the fair market value of the Participant’s Elective Account shall be used to provide additional benefits to the Participant or the Participant’s Beneficiary. 
  
 (i) Employer Elective Contributions made pursuant to this Section may be segregated into a separate account
for each Participant in a federally insured savings account, certificate of deposit in a bank or savings and loan association, money market certificate, or other short-term debt security acceptable to the Trustee until such time as the allocations
pursuant to Section 4.4 have been made. 
  
 (j)
The Employer and the Administrator shall implement the salary reduction elections provided for herein in accordance with the following: 
  
 (1) A Participant must make an initial salary deferral election within a reasonable time, not to exceed thirty (30) days, after entering the Plan pursuant
to Section 3.2. If the Participant fails to make an initial salary deferral election within such time, then such Participant may thereafter make an election in accordance with the rules governing modifications. The Participant shall make such an
election by entering into a salary 

  

 20 








 
reduction agreement with the Employer and filing such agreement with the Administrator. Such election shall initially be effective beginning with the pay
period following the acceptance of the salary reduction agreement by the Administrator, shall not have retroactive effect and shall remain in force until revoked. 
  
 (2) A Participant may modify a prior election at any time during the Plan Year and concurrently make a new election by
filing a notice with the Administrator within a reasonable time before the pay period for which such modification is to be effective. Any modification shall not have retroactive effect and shall remain in force until revoked. 
  
 (3) A Participant may elect to prospectively revoke the Participant’s
salary reduction agreement in its entirety at any time during the Plan Year by providing the Administrator with thirty (30) days notice of such revocation (or upon such shorter notice period as may be acceptable to the Administrator). Such
revocation shall become effective as of the beginning of the first pay period coincident with or next following the expiration of the notice period. Furthermore, the termination of the Participant’s employment, or the cessation of participation
for any reason, shall be deemed to revoke any salary reduction agreement then in effect, effective immediately following the close of the pay period within which such termination or cessation occurs. 
  

	4.3	TIME OF PAYMENT OF EMPLOYER CONTRIBUTION 

  
 The Employer may make its contribution to the Plan for a particular Plan Year at such time as the Employer, in its sole discretion, determines. If the
Employer makes a contribution for a particular Plan Year after the close of that Plan Year, the Employer will designate to the Trustee the Plan Year for which the Employer is making its contribution. 
  

	4.4	ALLOCATION OF CONTRIBUTION AND EARNINGS 

  
 (a) The Administrator shall establish and maintain an account in the name of each Participant to which the Administrator shall credit as
of each Anniversary Date, or other Valuation Date, all amounts allocated to each such Participant as set forth herein. 
  
 (b) The Employer shall provide the Administrator with all information required by the Administrator to make a proper allocation of the
Employer contributions for each Plan Year. Within a reasonable period of time after the date of receipt by the Administrator of such information, the Administrator shall allocate such contribution as follows: 
  
 (1) With respect to the Employer Elective Contribution made pursuant to
Section 4.1(a), to each Participant’s Elective Account in an amount equal to each such Participant’s Deferred Compensation for the year. 
  

 21 








 (2) With respect to the Employer Non-Elective Contribution made pursuant to Section 4.1(b), to each
Participant’s Account in accordance with Section 4. l(b). 
  
 Any Participant actively employed during the Plan Year who is eligible under Section 3.1 shall be eligible to share in the matching contribution for the Plan Year. 
  
 (3) With respect to the Employer Qualified Non-Elective Contribution made pursuant to Section 4.1(c), to each
Participant’s Elective Account when used to satisfy the “Actual Deferral Percentage” tests or Participant’s Account in accordance with Section 4.1(c). 
  
 Only Non-Highly Compensated Participants who are actively employed on the last day of the Plan Year shall be eligible to
share in the Qualified Non-Elective Contribution for the year. 
  
 (c) Except as provided in Appendix B, on or before each Anniversary Date any amounts which became Forfeitures since the last Anniversary Date may be used to satisfy any contribution that may be required pursuant to
Section 3.5 and/or 6.9, or be used to pay any administrative expenses of the Plan. The remaining Forfeitures, if any, shall be used to reduce the contribution of the Employer hereunder for the Plan Year in which such Forfeitures occur. 

 
 (d) For any Top Heavy Plan Year, Non-Key Employees not
otherwise eligible to share in the allocation of contributions as provided above, shall receive the minimum allocation provided for in Section 4.4(g) if eligible pursuant to the provisions of Section 4.4(i). 
  
 (e) Notwithstanding the foregoing, Participants who are not
actively employed on the last day of the Plan Year due to Retirement (Early, Normal or Late), Total and Permanent Disability or death shall share in the allocation of contributions for that Plan Year. 
  
 (f) As of each Valuation Date, before the current valuation
period allocation of Employer contributions, any earnings or losses (net appreciation or net depreciation) of the Trust Fund shall be allocated in the same proportion that each Participant’s and Inactive Participant’s nonsegregated
accounts bear to the total of all Participants’ and Inactive Participants’ nonsegregated accounts as of such date. Earnings or losses with respect to a Participant’s Directed Account shall be allocated in accordance with Section 4.13.

  
 Participants’ transfers from other
qualified plans and after-tax voluntary Employee contributions deposited in the general Trust Fund shall share in any earnings and losses (net appreciation or net depreciation) of the Trust Fund in the same manner provided above. Each segregated
account maintained on behalf of a Participant shall be credited or charged with its separate earnings and losses. 
  

 22 








 (g) Minimum Allocations Required for Top Heavy Plan Years: Notwithstanding the foregoing,
for any Top Heavy Plan Year, the sum of the Employer contributions allocated to the Participant’s Combined Account of each Non-Key Employee shall be equal to at least three percent (3%) of such Non-Key Employee’s “415
Compensation” (reduced by contributions and forfeitures, if any, allocated to each Non-Key Employee in any defined contribution plan included with this Plan in a Required Aggregation Group). However, if (1) the sum of the Employer contributions
allocated to the Participant’s Combined Account of each Key Employee for such Top Heavy Plan Year is less than three percent (3%) of each Key Employee’s “415 Compensation” and (2) this Plan is not required to be included in an
Aggregation Group to enable a defined benefit plan to meet the requirements of Code Section 401(a)(4) or 410, the sum of the Employer contributions allocated to the Participant’s Combined Account of each Non-Key Employee shall be equal to the
largest percentage allocated to the Participant’s Combined Account of any Key Employee. However, in determining whether a Non-Key Employee has received the required minimum allocation, such Non-Key Employee’s Deferred Compensation and
matching contributions needed to satisfy the “Actual Contribution Percentage” tests pursuant to Section 4.7(a) shall not be taken into account. 
  
 However, no such minimum allocation shall be required in this Plan for any Non-Key Employee who participates in another defined
contribution plan subject to Code Section 412 included with this Plan in a Required Aggregation Group. 
  
 (h) For purposes of the minimum allocations set forth above, the percentage allocated to the Participant’s Combined Account of any
Key Employee shall be equal to the ratio of the sum of the Employer contributions allocated on behalf of such Key Employee divided by the “415 Compensation” for such Key Employee. 
  
 (i) For any Top Heavy Plan Year, the minimum allocations set
forth above shall be allocated to the Participant’s Combined Account of all Non-Key Employees who are Participants and who are employed by the Employer on the last day of the Plan Year, including Non-Key Employees who have (1) failed to
complete a Period of Service; and (2) declined to make mandatory contributions (if required) or, in the case of a cash or deferred arrangement, elective contributions to the Plan. 
  
 (j) In lieu of the above, if a Non-Key Employee participates in this Plan and a defined benefit pension plan
included in a Required Aggregation Group which is top heavy, a minimum allocation of five percent (5%) of “415 Compensation” shall be provided under this Plan. 
  
 (k) For the purposes of this Section, “415 Compensation” in excess of $150,000 (or such other
amount provided in the Code) shall be disregarded. Such amount shall be adjusted for increases in the cost of living in accordance with Code Section 401(a)(17)(B), except that the dollar increase in effect on January 1 of any calendar year shall be
effective for the Plan Year beginning with or within 

  

 23 








 
such calendar year. If “415 Compensation” for any prior determination period is taken into account in determining a Participant’s minimum
benefit for the current Plan Year, the “415 Compensation” for such determination period is subject to the applicable annual “415 Compensation” limit in effect for that prior period. For any short Plan Year the “415
Compensation” limit shall be an amount equal to the “415 Compensation” limit for the calendar year in which the Plan Year begins multiplied by the ratio obtained by dividing the number of full months in the short Plan Year by twelve
(12). 
  
 (l) Notwithstanding anything herein to
the contrary, Participants who terminated employment for any reason during the Plan Year shall share in the salary reduction contributions made by the Employer for the year of termination without regard to the Hours of Service credited. 

 
 (m) Notwithstanding anything in this Section to the
contrary, all information necessary to properly reflect a given transaction may not be available until after the date specified herein for processing such transaction, in which case the transaction will be reflected when such information is received
and processed. Subject to express limits that may be imposed under the Code, the processing of any contribution, distribution or other transaction may be delayed for any legitimate business reason (including, but not limited to, failure of systems
or computer programs, failure of the means of the transmission of data, force majeure, the failure of a service provider to timely receive values or prices, and the correction for errors or omissions or the errors or omissions of any service
provider). The processing date of a transaction will be binding for all purposes of the Plan. 
  

	4.5	ACTUAL DEFERRAL PERCENTAGE TESTS 

  
 (a) Maximum Annual Allocation: For each Plan Year, the annual allocation derived from Employer Elective Contributions to a Highly
Compensated Participant’s Elective Account shall satisfy one of the following tests: 
  
 (1) The “Actual Deferral Percentage” for the Highly Compensated Participant group shall not be more than the “Actual Deferral Percentage” of the Non-Highly Compensated Participant group (for the
preceding Plan Year if the prior year testing method is used to calculate the “Actual Deferral Percentage” for the Non-Highly Compensated Participant group) multiplied by 1.25, or 
  
 (2) The excess of the “Actual Deferral Percentage” for the Highly
Compensated Participant group over the “Actual Deferral Percentage” for the Non-Highly Compensated Participant group (for the preceding Plan Year if the prior year testing method is used to calculate the “Actual Deferral
Percentage” for the Non-Highly Compensated Participant group) shall not be more than two percentage points. Additionally, the “Actual Deferral Percentage” for the Highly Compensated Participant group shall not exceed the “Actual
Deferral Percentage” for the Non-Highly 

  

 24 








 
Compensated Participant group (for the preceding Plan Year if the prior year testing method is used to calculate the “Actual Deferral Percentage”
for the Non-Highly Compensated Participant group) multiplied by 2. The provisions of Code Section 401(k)(3) and Regulation 1.401(k)-l(b) are incorporated herein by reference. 
  
 However, in order to prevent the multiple use of the alternative method described in (2) above and in Code Section
401(m)(9)(A), any Highly Compensated Participant eligible to make elective deferrals pursuant to Section 4.2 and to make Employee contributions or to receive matching contributions under this Plan or under any other plan maintained by the Employer
or an Affiliated Employer shall have a combination of such Participant’s Elective Contributions and Employer matching contributions and Employee contributions reduced pursuant to Section 4.6(a) and Regulation 1.401(m)-2, the provisions of which
are incorporated herein by reference. 
  
 (b) For
the purposes of this Section “Actual Deferral Percentage” means, with respect to the Highly Compensated Participant group and Non-Highly Compensated Participant group for a Plan Year, the average of the ratios, calculated separately for
each Participant in such group, of the amount of Employer Elective Contributions allocated to each Participant’s Elective Account for such Plan Year, to such Participant’s “414(s) Compensation” for such Plan Year. The actual
deferral ratio for each Participant and the “Actual Deferral Percentage” for each group shall be calculated to the nearest one-hundredth of one percent. Employer Elective Contributions allocated to each Non-Highly Compensated
Participant’s Elective Account shall be reduced by Excess Deferred Compensation to the extent such excess amounts are made under this Plan or any other plan maintained by the Employer. 
  
 (c) For the purposes of Sections 4.5(a) and 4.6, a Highly
Compensated Participant and a Non-Highly Compensated Participant shall include any Employee eligible to make a deferral election pursuant to Section 4.2, whether or not such deferral election was made or suspended pursuant to Section 4.2.

  
 (d) For the purposes of this Section and Code
Sections 401(a)(4), 410(b) and 401(k), if two or more plans which include cash or deferred arrangements are considered one plan for the purposes of Code Section 401(a)(4) or 410(b) (other than Code Section 410(b)(2)(A)(ii)), the cash or deferred
arrangements included in such plans shall be treated as one arrangement. In addition, two or more cash or deferred arrangements may be considered as a single arrangement for purposes of determining whether or not such arrangements satisfy Code
Sections 401(a)(4), 410(b) and 401(k). In such a case, the cash or deferred arrangements included in such plans and the plans including such arrangements shall be treated as one arrangement and as one plan for purposes of this Section and Code
Sections 401(a)(4), 410(b) and 401(k). Any adjustment to the Non-Highly Compensated Participant actual deferral ratio for the prior year shall be made in accordance with Internal Revenue Service Notice 98-1 and any superseding guidance. Plans may be
aggregated under this paragraph (d) only if 

  

 25 








 
they have the same plan year. Notwithstanding the above, if two or more plans which include cash or deferred arrangements are permissively aggregated under
Regulation 1.410(b)-7(d), all plans permissively aggregated must use either the current year testing method or the prior year testing method for the testing year. 
  
 Notwithstanding the above, an employee stock ownership plan described in Code Section 4975(e)(7) or 409 may
not be combined with this Plan for purposes of determining whether the employee stock ownership plan or this Plan satisfies this Section and Code Sections 401(a)(4), 410(b) and 401(k). 
  
 (e) For the purposes of this Section, if a Highly Compensated Participant is a Participant under two or more
cash or deferred arrangements (other than a cash or deferred arrangement which is part of an employee stock ownership plan as defined in Code Section 4975(e)(7) or 409 of the Employer or an Affiliated Employer, all such cash or deferred arrangements
shall be treated as one cash or deferred arrangement for the purpose of determining the actual deferral ratio with respect to such Highly Compensated Participant. However, if the cash or deferred arrangements have different plan years, this
paragraph shall be applied by treating all cash or deferred arrangements ending with or within the same calendar year as a single arrangement. 
  
 (f) For the purpose of this Section, when calculating the “Actual Deferral Percentage” for the Non-Highly Compensated
Participant group, the current year testing method shall be used. Any change from the current year testing method to the prior year testing method shall be made pursuant to Internal Revenue Service Notice 98-1, Section VII (or superseding guidance),
the provisions of which are incorporated herein by reference. 
  
 (g) Notwithstanding anything in this Section to the contrary, the provisions of this Section and Section 4.6 may be applied separately (or will be applied separately to the extent required by Regulations) to each plan
within the meaning of Regulation 1.401(k)-l(g)(ll). Furthermore, the provisions of Code Section 401(k)(3)(F) may be used to exclude from consideration all Non-Highly Compensated Employees who have not satisfied the minimum age and service
requirements of Code Section 410(a)(l)(A). 
  

	4.6	ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS 

  
 In the event (or if it is anticipated) that the initial allocations of the Employer Elective Contributions made pursuant to Section 4.4 do (or might) not
satisfy one of the tests set forth in Section 4.5(a), the Administrator shall adjust Excess Contributions pursuant to the options set forth below: 
  
 (a) On or before the fifteenth day of the third month following the end of each Plan Year, but in no event later than the close of the
following Plan Year, the Highly Compensated Participant having the largest dollar amount of Elective Contributions shall have a portion of such Participant’s Elective Contributions distributed and/or at such Participant’s election
recharacterized as an after-tax voluntary Employee contribution pursuant to Section 4.12 until the total amount 

  

 26 








 
of Excess Contributions has been distributed, or until the amount of such Participant’s Elective Contributions equals the Elective Contributions of the
Highly Compensated Participant having the second largest dollar amount of Elective Contributions. This process shall continue until the total amount of Excess Contributions has been distributed. In determining the amount of Excess Contributions to
be distributed and/or recharacterized with respect to an affected Highly Compensated Participant as determined herein, such amount shall be reduced pursuant to Section 4.2(f) by any Excess Deferred Compensation previously distributed to such
affected Highly Compensated Participant for such Participant’s taxable year ending with or within such Plan Year. 
  
 (1) With respect to the distribution of Excess Contributions pursuant to (a) above, such distribution: 
  
 (i) may be postponed but not later than the close of the Plan Year
following the Plan Year to which they are allocable; 
  
 (ii)
shall be adjusted for Income; and 
  
 (iii) shall be designated
by the Employer as a distribution of Excess Contributions (and Income). 
  
 (2) With respect to the recharacterization of Excess Contributions pursuant to (a) above, such recharacterized amounts: 
  
 (i) shall be deemed to have occurred on the date on which the last of those Highly Compensated Participants with Excess Contributions to be
recharacterized is notified of the recharacterization and the tax consequences of such recharacterization; 
  
 (ii) shall not exceed the amount of Deferred Compensation on behalf of any Highly Compensated Participant for any Plan Year; 
  
 (iii) shall be treated as after-tax voluntary Employee contributions for
purposes of Code Section 401(a)(4) and Regulation 1.401(k)-l(b). However, for purposes of Sections 8.2 and 4.4(g), recharacterized Excess Contributions continue to be treated as Employer contributions that are Deferred Compensation. Excess
Contributions (and Income attributable to such amounts) recharacterized as after-tax voluntary Employee contributions shall continue to be nonforfeitable and subject to the same distribution rules provided for in Section 4.2(c); 
  
 (iv) are not permitted if the amount recharacterized plus after-tax
voluntary Employee contributions actually made by such Highly Compensated Participant, exceed the maximum amount of after-tax voluntary Employee contributions (determined prior to application of Section 4.7(a)) that such Highly Compensated 

  

 27 








 
Participant is permitted to make under the Plan in the absence of recharacterization; and 
  
 (v) shall be adjusted for Income. 
  

(3) Any distribution and/or recharacterization of less than the entire amount of Excess Contributions shall be treated as a pro rata distribution
and/or recharacterization of Excess Contributions and Income. 
  
 (4) Matching contributions which relate to Excess Contributions shall be forfeited unless the related matching contribution is distributed as an Excess Aggregate Contribution pursuant to Section 4.8. 
  
 (b) Notwithstanding the above, within twelve (12) months
after the end of the Plan Year, the Employer may make a special Qualified Non-Elective Contribution in accordance with one of the following provisions which contribution shall be allocated to the Participant’s Elective Account of each
Non-Highly Compensated Participant eligible to share in the allocation in accordance with such provision. The Employer shall provide the Administrator with written notification of the amount of the contribution being made and for which provision it
is being made pursuant to: 
  
 (1) A special Qualified
Non-Elective Contribution may be made on behalf of Non-Highly Compensated Participants in an amount sufficient to satisfy (or to prevent an anticipated failure of) one of the tests set forth in Section 4.5(a). Such contribution shall be allocated in
the same proportion that each Non-Highly Compensated Participant’s 414(s) Compensation for the year (or prior year if the prior year testing method is being used) bears to the total 414(s) Compensation of all Non-Highly Compensated Participants
for such year. 
  
 (2) A special Qualified Non-Elective
Contribution may be made on behalf of Non-Highly Compensated Participants in an amount sufficient to satisfy (or to prevent an anticipated failure of) one of the tests set forth in Section 4.5(a). Such contribution shall be allocated in the same
proportion that each Non-Highly Compensated Participant electing salary reductions pursuant to Section 4.2 in the same proportion that each such Non-Highly Compensated Participant’s Deferred Compensation for the year (or at the end of the prior
Plan Year if the prior year testing method is being used) bears to the total Deferred Compensation of all such Non-Highly Compensated Participants for such year. 
  
 (3) A special Qualified Non-Elective Contribution may be made on behalf of Non-Highly Compensated Participants in an amount
sufficient to satisfy (or to prevent an anticipated failure of) one of the tests set forth in Section 4.5(a). Such contribution shall be allocated in equal amounts (per capita). 
  

 28 








 (4) A special Qualified Non-Elective Contribution may be made on behalf of Non-Highly Compensated
Participants electing salary reductions pursuant to Section 4.2 in an amount sufficient to satisfy (or to prevent an anticipated failure of) one of the tests set forth in Section 4.5(a). Such contribution shall be allocated for the year (or at the
end of the prior Plan Year if the prior year testing method is used) to each Non-Highly Compensated Participant electing salary reductions pursuant to Section 4.2 in equal amounts (per capita). 
  
 (5) A special Qualified Non-Elective Contribution may be made on behalf of
Non-Highly Compensated Participants in an amount sufficient to satisfy (or to prevent an anticipated failure of) one of the tests set forth in Section 4.5(a). Such contribution shall be allocated to the Non-Highly Compensated Participant having the
lowest 414(s) Compensation, until one of the tests set forth in Section 4.5(a) is satisfied (or is anticipated to be satisfied), or until such Non-Highly Compensated Participant has received the maximum “annual addition” pursuant to
Section 4.9. This process shall continue until one of the tests set forth in Section 4.5(a) is satisfied (or is anticipated to be satisfied). 
  
 Notwithstanding the above, at the Employer’s discretion, Non-Highly Compensated Participants who are not employed at the end of the
Plan Year (or at the end of the prior Plan Year if the prior year testing method is being used) shall not be eligible to receive a special Qualified Non-Elective Contribution and shall be disregarded. 
  
 Notwithstanding the above, if the testing method changes
from the current year testing method to the prior year testing method, then for purposes of preventing the double counting of Qualified Non-Elective Contributions for the first testing year for which the change is effective, any special Qualified
Non-Elective Contribution on behalf of Non-Highly Compensated Participants used to satisfy the “Actual Deferral Percentage” or “Actual Contribution Percentage” test under the current year testing method for the prior year testing
year shall be disregarded. 
  
 (c) If during a
Plan Year, it is projected that the aggregate amount of Elective Contributions to be allocated to all Highly Compensated Participants under this Plan would cause the Plan to fail the tests set forth in Section 4.5(a), then the Administrator may
automatically reduce the deferral amount of affected Highly Compensated Participants, beginning with the Highly Compensated Participant who has the highest deferral ratio until it is anticipated the Plan will pass the tests or until the actual
deferral ratio equals the actual deferral ratio of the Highly Compensated Participant having the next highest actual deferral ratio. This process may continue until it is anticipated that the Plan will satisfy one of the tests set forth in Section
4.5(a). Alternatively, the Employer may specify a maximum percentage of Compensation that may be deferred. 
  

 29 








 (d) Any Excess Contributions (and Income) which are distributed on or after 2 1/2 months
after the end of the Plan Year shall be subject to the ten percent (10%) Employer excise tax imposed by Code Section 4979. 
  

	4.7	ACTUAL CONTRIBUTION PERCENTAGE TESTS 

  
 (a) The “Actual Contribution Percentage” for the Highly Compensated Participant group shall not exceed the greater of:

  
 (1) 125 percent of such percentage for the Non-Highly
Compensated Participant group (for the preceding Plan Year if the prior year testing method is used to calculate the “Actual Contribution Percentage” for the Non-Highly Compensated Participant group); or 
  
 (2) the lesser of 200 percent of such percentage for the Non-Highly
Compensated Participant group (for the preceding Plan Year if the prior year testing method is used to calculate the “Actual Contribution Percentage” for the Non-Highly Compensated Participant group), or such percentage for the Non-Highly
Compensated Participant group (for the preceding Plan Year if the prior year testing method is used to calculate the “Actual Contribution Percentage” for the Non-Highly Compensated Participant group) plus 2 percentage points. However, to
prevent the multiple use of the alternative method described in this paragraph and Code Section 401(m)(9)(A), any Highly Compensated Participant eligible to make elective deferrals pursuant to Section 4.2 or any other cash or deferred arrangement
maintained by the Employer or an Affiliated Employer and to make Employee contributions or to receive matching contributions under this Plan or under any plan maintained by the Employer or an Affiliated Employer shall have a combination of Elective
Contributions and Employer matching contributions and Employee contributions reduced pursuant to Regulation 1.401(m)-2 and Section 4.8(a). The provisions of Code Section 401(m) and Regulations 1.401(m)-l(b) and 1.401(m)-2 are incorporated herein by
reference. 
  
 (b) For the purposes of this
Section and Section 4.8, “Actual Contribution Percentage” for a Plan Year means, with respect to the Highly Compensated Participant group and Non-Highly Compensated Participant group (for the preceding Plan Year if the prior year testing
method is used to calculate the “Actual Contribution Percentage” for the Non-Highly Compensated Participant group), the average of the ratios (calculated separately for each Participant in each group and rounded to the nearest
one-hundredth of one percent) of: 
  
 (1) the sum of Employer
matching contributions made pursuant to Section 4.1(b), after-tax voluntary Employee contributions made pursuant to Section 4.12 and Excess Contributions recharacterized as after-tax voluntary Employee contributions pursuant to Section 4.6(a) on
behalf of each such Participant for such Plan Year; to 
  

 30 








 (2) the Participant’s “414(s) Compensation” for such Plan Year. 
  
 (c) For purposes of determining the “Actual
Contribution Percentage,” only Employer matching contributions contributed to the Plan prior to the end of the succeeding Plan Year shall be considered. In addition, the Administrator may elect to take into account, with respect to Employees
eligible to have Employer matching contributions pursuant to Section 4.1(b) and after-tax voluntary Employee contributions pursuant to Section 4.12 allocated to their accounts, elective deferrals (as defined in Regulation 1.402(g)-l(b)) and
qualified non-elective contributions (as defined in Code Section 401(m)(4)(C)) contributed to any plan maintained by the Employer. Such elective deferrals and qualified non-elective contributions shall be treated as Employer matching contributions
subject to Regulation 1.401(m)-l(b)(5) which is incorporated herein by reference. However, the Plan Year must be the same as the plan year of the plan to which the elective deferrals and the qualified non-elective contributions are made. 

 
 (d) For purposes of this Section and Code Sections
401(a)(4), 410(b) and 401(m), if two or more plans of the Employer to which matching contributions, Employee contributions, or both, are made are treated as one plan for purposes of Code Sections 401(a)(4) or 410(b) (other than the average benefits
test under Code Section 410(b)(2)(A)(ii)), such plans shall be treated as one plan. In addition, two or more plans of the Employer to which matching contributions, Employee contributions, or both, are made may be considered as a single plan for
purposes of determining whether or not such plans satisfy Code Sections 401(a)(4), 410(b) and 401(m). In such a case, the aggregated plans must satisfy this Section and Code Sections 401(a)(4), 410(b) and 401(m) as though such aggregated plans were
a single plan. Any adjustment to the Non-Highly Compensated Participant actual contribution ratio for the prior year shall be made in accordance with Internal Revenue Service Notice 98-1 and any superseding guidance. Plans may be aggregated under
this paragraph (d) only if they have the same plan year. Notwithstanding the above, if two or more plans which include cash or deferred arrangements are permissively aggregated under Regulation 1.410(b)-7(d), all plans permissively aggregated must
use either the current year testing method or the prior year testing method for the testing year. 
  
 Notwithstanding the above, an employee stock ownership plan described in Code Section 4975(e)(7) or 409 may not be aggregated with this
Plan for purposes of determining whether the employee stock ownership plan or this Plan satisfies this Section and Code Sections 401(a)(4), 410(b) and 401(m). 
  

(e) If a Highly Compensated Participant is a Participant under two or more plans (other than an employee stock ownership plan as
defined in Code Section 4975(e)(7) or 409 which are maintained by the Employer or an Affiliated Employer to which matching contributions, Employee contributions, or both, are made, all such contributions on behalf of such Highly Compensated
Participant shall be aggregated for purposes of determining such Highly Compensated Participant’s actual contribution ratio. However, if the plans have different plan years, this paragraph shall be applied by treating all plans ending with or
within the same calendar year as a single plan. 
  

 31 








 (f) For purposes of Sections 4.7(a) and 4.8, a Highly Compensated Participant and
Non-Highly Compensated Participant shall include any Employee eligible to have Employer matching contributions (whether or not a deferral election was made or suspended) or after-tax voluntary Employee contributions (whether or not after-tax
voluntary Employee contributions are made) allocated to the Participant’s account for the Plan Year. 
  
 (g) For the purpose of this Section, when calculating the “Actual Contribution Percentage” for the Non-Highly Compensated
Participant group, the current year testing method shall be used. Any change from the current year testing method to the prior year testing method shall be made pursuant to Internal Revenue Service Notice 98-1, Section VII (or superseding guidance),
the provisions of which are incorporated herein by reference. 
  
 (h) Notwithstanding anything in this Section to the contrary, the provisions of this Section and Section 4.8 may be applied separately (or will be applied separately to the extent required by Regulations) to each plan
within the meaning of Regulation 1.401(k)-l(g)(ll). Furthermore, the provisions of Code Section 401(k)(3)(F) may be used to exclude from consideration all Non-Highly Compensated Employees who have not satisfied the minimum age and service
requirements of Code Section 410(a)(l)(A). 
  

	4.8	ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS 

  
 (a) In the event (or if it is anticipated) that the “Actual Contribution Percentage” for the Highly Compensated Participant
group exceeds (or might exceed) the “Actual Contribution Percentage” for the Non-Highly Compensated Participant group pursuant to Section 4.7(a), the Administrator (on or before the fifteenth day of the third month following the end of the
Plan Year, but in no event later than the close of the following Plan Year) shall direct the Trustee to distribute to the Highly Compensated Participant having the largest dollar amount of contributions determined pursuant to Section 4.7(b)(l), the
Vested portion of such contributions (and Income allocable to such contributions) and, if forfeitable, forfeit such non-Vested contributions attributable to Employer matching contributions (and Income allocable to such forfeitures) until the total
amount of Excess Aggregate Contributions has been distributed, or until the Participant’s remaining amount equals the amount of contributions determined pursuant to Section 4.7(b)(l) of the Highly Compensated Participant having the second
largest dollar amount of contributions. This process shall continue until the total amount of Excess Aggregate Contributions has been distributed. The distribution and/or forfeiture of Excess Aggregate Contributions shall be made in the following
order: 
  
 (1) After-tax voluntary Employee contributions
including Excess Contributions recharacterized as after-tax voluntary Employee contributions pursuant to Section 4.6(a)(2); 
  
 (2) Employer matching contributions. 
  

 32 








 (b) Any distribution and/or forfeiture of less than the entire amount of Excess Aggregate
Contributions (and Income) shall be treated as a pro rata distribution and/or forfeiture of Excess Aggregate Contributions and Income. Distribution of Excess Aggregate Contributions shall be designated by the Employer as a distribution of Excess
Aggregate Contributions (and Income). Forfeitures of Excess Aggregate Contributions shall be treated in accordance with Section 4.4. 
  
 (c) Excess Aggregate Contributions attributable to amounts other than after-tax voluntary Employee contributions, including forfeited
matching contributions, shall be treated as Employer contributions for purposes of Code Sections 404 and 415 even if distributed from the Plan. 
  
 Forfeited matching contributions that are reallocated to Participants’ Accounts for the Plan Year in which the forfeiture occurs
shall be treated as an “annual addition” pursuant to Section 4.9(b) for the Participants to whose Accounts they are reallocated and for the Participants from whose Accounts they are forfeited. 
  
 (d) The determination of the amount of Excess Aggregate
Contributions with respect to any Plan Year shall be made after first determining the Excess Contributions, if any, to be treated as after-tax voluntary Employee contributions due to recharacterization for the plan year of any other qualified cash
or deferred arrangement (as defined in Code Section 401(k)) maintained by the Employer that ends with or within the Plan Year or which are treated as after-tax voluntary Employee contributions due to recharacterization pursuant to Section 4.6(a).

  
 (e) If during a Plan Year the projected
aggregate amount of Employer matching contributions, after-tax voluntary Employee contributions and Excess Contributions recharacterized as after-tax voluntary Employee contributions to be allocated to all Highly Compensated Participants under this
Plan would, by virtue of the tests set forth in Section 4.7(a), cause the Plan to fail such tests, then the Administrator may automatically reduce proportionately or in the order provided in Section 4.8(a) each affected Highly Compensated
Participant’s projected share of such contributions by an amount necessary to satisfy one of the tests set forth in Section 4.7(a). 
  
 (f) Notwithstanding the above, within twelve (12) months after the end of the Plan Year, the Employer may make a special Qualified
Non-Elective Contribution in accordance with one of the following provisions which contribution shall be allocated to the Participant’s Account of each Non-Highly Compensated eligible to share in the allocation in accordance with such
provision. The Employer shall provide the Administrator with written notification of the amount of the contribution being made and for which provision it is being made pursuant to: 
  
 (1) A special Qualified Non-Elective Contribution may be made on behalf of Non-Highly Compensated Participants in an amount
sufficient to satisfy (or to prevent an anticipated failure of) one of the tests set forth in Section 4.7. Such contribution shall be allocated in the same proportion that each Non-Highly Compensated Participant’s 414(s) Compensation for the
year (or prior year if the prior year testing method is being used) bears to the total 414(s) Compensation of all Non-Highly Compensated Participants for such year. 
  

 33 








 (2) A special Qualified Non-Elective Contribution may be made on behalf of Non-Highly Compensated
Participants in an amount sufficient to satisfy (or to prevent an anticipated failure of) one of the tests set forth in Section 4.7. Such contribution shall be allocated in the same proportion that each Non-Highly Compensated Participant electing
salary reductions pursuant to Section 4.2 in the same proportion that each such Non-Highly Compensated Participant’s Deferred Compensation for the year (or at the end of the prior Plan Year if the prior year testing method is being used) bears
to the total Deferred Compensation of all such Non-Highly Compensated Participants for such year. 
  
 (3) A special Qualified Non-Elective Contribution may be made on behalf of Non-Highly Compensated Participants in an amount sufficient to satisfy (or to
prevent an anticipated failure of) one of the tests set forth in Section 4.7. Such contribution shall be allocated in equal amounts (per capita). 
  
 (4) A special Qualified Non-Elective Contribution may be made on behalf of Non-Highly Compensated Participants electing salary reductions pursuant to
Section 4.2 in an amount sufficient to satisfy (or to prevent an anticipated failure of) one of the tests set forth in Section 4.5(a). Such contribution shall be allocated for the year (or at the end of the prior Plan Year if the prior year testing
method is used) to each Non-Highly Compensated Participant electing salary reductions pursuant to Section 4.2 in equal amounts (per capita). 
  
 (5) A special Qualified Non-Elective Contribution may be made on behalf of Non-Highly Compensated Participants in an amount sufficient to satisfy (or to
prevent an anticipated failure of) one of the tests set forth in Section 4.7. Such contribution shall be allocated to the Non-Highly Compensated Participant having the lowest 414(s) Compensation, until one of the tests set forth in Section 4.7 is
satisfied (or is anticipated to be satisfied), or until such Non-Highly Compensated Participant has received the maximum “annual addition” pursuant to Section 4.9. This process shall continue until one of the tests set forth in Section 4.7
is satisfied (or is anticipated to be satisfied). 
  
 Notwithstanding the above, at the Employer’s discretion, Non-Highly Compensated Participants who are not employed at the end of the Plan Year (or at the end of the prior Plan Year if the prior year testing method is 

  

 34 








 
being used) shall not be eligible to receive a special Qualified Non-Elective Contribution and shall be disregarded. 
  
 Notwithstanding the above, if the testing method changes
from the current year testing method to the prior year testing method, then for purposes of preventing the double counting of Qualified Non-Elective Contributions for the first testing year for which the change is effective, any special Qualified
Non-Elective Contribution on behalf of Non-Highly Compensated Participants used to satisfy the “Actual Deferral Percentage” or “Actual Contribution Percentage” test under the current year testing method for the prior year testing
year shall be disregarded. 
  
 (g) Any Excess
Aggregate Contributions (and Income) which are distributed on or after 2 1/2 months after the end of the Plan Year shall be subject to the ten percent (10%) Employer excise tax imposed by Code Section 4979. 
  

	4.9	MAXIMUM ANNUAL ADDITIONS 

  
 (a) Notwithstanding the foregoing, the maximum “annual additions” credited to a Participant’s accounts for any
“limitation year” shall equal the lesser of: (1) $30,000 adjusted annually as provided in Code Section 415(d) pursuant to the Regulations, or (2) twenty-five percent (25%) of the Participant’s “415 Compensation” for such
“limitation year.” If the Employer contribution that would otherwise be contributed or allocated to the Participant’s accounts would cause the “annual additions” for the “limitation year” to exceed the maximum
“annual additions,” the amount contributed or allocated will be reduced so that the “annual additions” for the “limitation year” will equal the maximum “annual additions,” and any amount in excess of the
maximum “annual additions,” which would have been allocated to such Participant may be allocated to other Participants. For any short “limitation year,” the dollar limitation in (1) above shall be reduced by a fraction, the
numerator of which is the number of full months in the short “limitation year” and the denominator of which is twelve (12). 
  
 (b) For purposes of applying the limitations of Code Section 415, “annual additions” means the sum credited to a
Participant’s accounts for any “limitation year” of (1) Employer contributions, (2) Employee contributions, (3) forfeitures, (4) amounts allocated, after March 31, 1984, to an individual medical account, as defined in Code Section
415(1)(2) which is part of a pension or annuity plan maintained by the Employer and (5) amounts derived from contributions paid or accrued after December 31, 1985, in taxable years ending after such date, which are attributable to post-retirement
medical benefits allocated to the separate account of a key employee (as defined in Code Section 419A(d)(3)) under a welfare benefit plan (as defined in Code Section 419(e)) maintained by the Employer. Except, however, the “415
Compensation” percentage limitation referred to in paragraph (a)(2) above shall not apply to: (1) any contribution for medical benefits (within the meaning of Code Section 419A(f)(2)) after separation from service which is otherwise treated as
an “annual addition,” or (2) any amount otherwise treated as an “annual addition” under Code Section 415(1)(1). 
  

 35 








 (c) For purposes of applying the limitations of Code Section 415, the transfer of funds
from one qualified plan to another is not an “annual addition.” In addition, the following are not Employee contributions for the purposes of Section 4.9(b)(2): (1) rollover contributions (as defined in Code Sections 402(e)(6), 403(a)(4),
403(b)(8) and 408(d)(3)); (2) repayments of loans made to a Participant from the Plan; (3) repayments of distributions received by an Employee pursuant to Code Section 411(a)(7)(B) (cash-outs); (4) repayments of distributions received by an Employee
pursuant to Code Section 41l(a)(3)(D) (mandatory contributions); and (5) Employee contributions to a simplified employee pension excludable from gross income under Code Section 408(k)(6). 
  
 (d) For purposes of applying the limitations of Code Section
415, the “limitation year” shall be the Plan Year. 
  
 (e) For the purpose of this Section, all qualified defined benefit plans (whether terminated or not) ever maintained by the Employer shall be treated as one defined benefit plan, and all qualified defined contribution
plans (whether terminated or not) ever maintained by the Employer shall be treated as one defined contribution plan. 
  
 (f) For the purpose of this Section, if the Employer is a member of a controlled group of corporations, trades or businesses under common
control (as defined by Code Section 1563(a) or Code Section 414(b) and (c) as modified by Code Section 415(h)), is a member of an affiliated service group (as defined by Code Section 414(m)), or is a member of a group of entities required to be
aggregated pursuant to Regulations under Code Section 414(o), all Employees of such Employers shall be considered to be employed by a single Employer. 
  
 (g) For the purpose of this Section, if this Plan is a Code Section 413(c) plan, each Employer who maintains this Plan will be considered
to be a separate Employer. 
  
 (h)(l) If a
Participant participates in more than one defined contribution plan maintained by the Employer which have different Anniversary Dates, the maximum “annual additions” under this Plan shall equal the maximum “annual additions” for
the “limitation year” minus any “annual additions” previously credited to such Participant’s accounts during the “limitation year.” 
  
 (2) If a Participant participates in both a defined contribution plan subject to Code Section 412 and a defined contribution
plan not subject to Code Section 412 maintained by the Employer which have the same Anniversary Date, “annual additions” will be credited to the Participant’s accounts under the defined contribution plan subject to Code Section 412
prior to crediting “annual additions” to the Participant’s accounts under the defined contribution plan not subject to Code Section 412. 
  
 (3) If a Participant participates in more than one defined contribution plan not subject to Code Section 412 maintained by the Employer which 

  

 36 








 
have the same Anniversary Date, the maximum “annual additions” under this Plan shall equal the product of (A) the maximum “annual
additions” for the “limitation year” minus any “annual additions” previously credited under subparagraphs (1) or (2) above, multiplied by (B) a fraction (i) the numerator of which is the “annual additions” which
would be credited to such Participant’s accounts under this Plan without regard to the limitations of Code Section 415 and (ii) the denominator of which is such “annual additions” for all plans described in this subparagraph.

  
 (i) Notwithstanding anything contained in
this Section to the contrary, the limitations, adjustments and other requirements prescribed in this Section shall at all times comply with the provisions of Code Section 415 and the Regulations thereunder. 
  

	4.10	ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS 

  
 (a) If, as a result of a reasonable error in estimating a Participant’s Compensation, a reasonable error in determining the amount of
elective deferrals (within the meaning of Code Section 402(g)(3)) that may be made with respect to any Participant under the limits of Section 4.9 or other facts and circumstances to which Regulation 1.415-6(b)(6) shall be applicable, the
“annual additions” under this Plan would cause the maximum “annual additions” to be exceeded for any Participant, the “excess amount” will be disposed of in one of the following manners, as uniformly determined by the
Administrator for all Participants similarly situated. 
  
 (1)
Any after-tax voluntary Employee contributions (plus attributable gains), to the extent they would reduce the “excess amount,” will be distributed to the Participant; 
  
 (2) If, after the application of subparagraph (1) above, an “excess amount” still exists, any unmatched Deferred
Compensation and, thereafter, proportionately from Deferred Compensation which is matched and matching contributions which relate to such Deferred Compensation, will be reduced to the extent they would reduce the “excess amount.” The
Deferred Compensation (and any gains attributable to such Deferred Compensation) will be distributed to the Participant and the Employer matching contributions (and any gains attributable to such matching contributions) will be used to reduce the
Employer contribution in the next “limitation year”; 
  
 (3) If, after the application of subparagraphs (1) and (2) above, an “excess amount” still exists, and the Participant is covered by the Plan at the end of the “limitation year,” the “excess amount” will be
used to reduce the Employer contribution for such Participant in the next “limitation year,” and each succeeding “limitation year” if necessary; 
  
 (4) If, after the application of subparagraphs (1), (2) and (3) above, an “excess amount” still exists, and the
Participant is not covered by the Plan 

  

 37 








 
at the end of the “limitation year,” the “excess amount” will be held unallocated in a “Section 415 suspense account.” The
“Section 415 suspense account” will be applied to reduce future Employer contributions for all remaining Participants in the next “limitation year,” and each succeeding “limitation year” if necessary; 
  
 (5) If a “Section 415 suspense account” is in existence at any
time during the “limitation year” pursuant to this Section, it will not participate in the allocation of investment gains and losses of the Trust Fund. If a “Section 415 suspense account” is in existence at any time during a
particular “limitation year,” all amounts in the “Section 415 suspense account” must be allocated and reallocated to Participants’ accounts before any Employer contributions or any Employee contributions may be made to the
Plan for that “limitation year.” Except as provided in (1) and (2) above, “excess amounts” may not be distributed to Participants or Inactive Participants. 
  
 (b) For purposes of this Article, “excess amount” for any Participant for a “limitation
year” shall mean the excess, if any, of (1) the “annual additions” which would be credited to the Participant’s account under the terms of the Plan without regard to the limitations of Code Section 415 over (2) the maximum
“annual additions” determined pursuant to Section 4.9. 
  
 (c) For purposes of this Section, “Section 415 suspense account” shall mean an unallocated account equal to the sum of “excess amounts” for all Participants in the Plan during the “limitation
year.” 
  

	4.11	ROLLOVERS AND PLAN-TO-PLAN TRANSFERS FROM QUALIFIED PLANS 

  
 (a) With the consent of the Administrator, amounts may be transferred (within the meaning of Code Section 414(1)) to this Plan from other
tax qualified plans under Code Section 401(a) by Eligible Employees, provided the trust from which such funds are transferred permits the transfer to be made and the transfer will not jeopardize the tax exempt status of the Plan or Trust or create
adverse tax consequences for the Employer. Prior to accepting any transfers to which this Section applies, the Administrator may require an opinion of counsel that the amounts to be transferred meet the requirements of this Section. The amounts
transferred shall be set up in a separate account herein referred to as a Participant’s Transfer/Rollover Account. Such account shall be fully Vested at all times and shall not be subject to Forfeiture for any reason. 
  
 Except as permitted by Regulations (including Regulation
1.411(d)-4), amounts attributable to elective contributions (as defined in Regulation 1.401(k)-1(g)(3)), including amounts treated as elective contributions, which are transferred from another qualified plan in a plan-to-plan transfer (other than a
direct rollover) shall be subject to the distribution limitations provided for in Regulation 1.401(k)-1(d). 
  

 38 








 (b) With the consent of the Administrator, the Plan may accept a “rollover” by
Eligible Employees, provided the “rollover” will not jeopardize the tax exempt status of the Plan or create adverse tax consequences for the Employer. Prior to accepting any “rollovers” to which this Section applies, the
Administrator may require the Employee to establish (by providing opinion of counsel or otherwise) that the amounts to be rolled over to this Plan meet the requirements of this Section. The amounts rolled over shall be set up in a separate account
herein referred to as a “Participant’s Transfer/Rollover Account.” Such account shall be fully Vested at all times and shall not be subject to Forfeiture for any reason. 
  
 For purposes of this Section, the term “qualified plan” shall mean any tax qualified plan under
Code Section 401(a), or, any other plans from which distributions are eligible to be rolled over into this Plan pursuant to the Code. The term “rollover” means: (i) amounts transferred to this Plan directly from another qualified plan;
(ii) distributions received by an Employee from other “qualified plans” which are eligible for tax-free rollover to a “qualified plan” and which are transferred by the Employee to this Plan within sixty (60) days following
receipt thereof; (iii) amounts transferred to this Plan from a conduit individual retirement account provided that the conduit individual retirement account has no assets other than assets which (A) were previously distributed to the Employee by
another “qualified plan,” (B) were eligible for tax-free rollover to a “qualified plan” and (C) were deposited in such conduit individual retirement account within sixty (60) days of receipt thereof; (iv) amounts distributed to
the Employee from a conduit individual retirement account meeting the requirements of clause (iii) above, and transferred by the Employee to this Plan within sixty (60) days of receipt thereof from such conduit individual retirement account; and (v)
any other amounts which are eligible to be rolled over to this Plan pursuant to the Code. 
  
 (c) Amounts in a Participant’s Transfer/Rollover Account shall be held by the Trustee pursuant to the provisions of this Plan and may
not be withdrawn by, or distributed to the Participant, in whole or in part, except as provided in paragraph (d) of this Section. The Trustee shall have no duty or responsibility to inquire as to the propriety of the amount, value or type of assets
transferred, nor to conduct any due diligence with respect to such assets; provided, however, that such assets are otherwise eligible to be held by the Trustee under the terms of this Plan. 
  
 (d) The Administrator, at the election of the Participant,
shall direct the Trustee to distribute all or a portion of the amount credited to the Participant’s Transfer/Rollover Account. Any distributions of amounts held in a Participant’s Transfer/Rollover Account shall be made in a manner which
is consistent with and satisfies the provisions of Section 6.5, including, but not limited to, all notice and consent requirements of Code Section 411(a)(11) and the Regulations thereunder. Furthermore, such amounts shall be considered as part of a
Participant’s benefit in determining whether an involuntary cash-out of benefits may be made without Participant consent. 
  

 39 








 (e) The Administrator may direct that Employee transfers and rollovers made after a
Valuation Date be segregated into a separate account for each Participant until such time as the allocations pursuant to this Plan have been made, at which time they may remain segregated or be invested as part of the general Trust Fund or be
directed by the Participant pursuant to Section 4.13. 
  
 (f) This Plan shall not accept any direct or indirect transfers (as that term is defined and interpreted under Code Section 401(a)(11) and the Regulations thereunder) from a defined benefit plan, money purchase plan (including a target
benefit plan), stock bonus or profit sharing plan which would otherwise have provided for a life annuity form of payment to the Participant. 
  
 (g) Notwithstanding anything herein to the contrary, a transfer directly to this Plan from another qualified plan (or a transaction having
the effect of such a transfer) shall only be permitted if it will not result in the elimination or reduction of any “Section 411(d)(6) protected benefit” as described in Section 7.1. 
  

	4.12	VOLUNTARY CONTRIBUTIONS 

  
 (a) In order to allow Participants the opportunity to increase their retirement income, each Participant may, in accordance with
nondiscriminatory procedures established by the Administrator, elect to make after-tax voluntary Employee contributions to the Plan. Such contributions must generally be paid to the Trustee within a reasonable period of time after being received by
the Employer. The sum of a Participant’s Salary Reduction Contributions and Voluntary Contributions for each payroll period may not exceed 85% of his Compensation paid for such payroll period. The balance in each Participant’s Voluntary
Contribution Account shall be fully Vested at all times and shall not be subject to Forfeiture for any reason. 
  
 (b) A Participant may elect at any time to withdraw after-tax voluntary Employee contributions from such Participant’s Voluntary
Contribution Account and the actual earnings thereon in a manner which is consistent with and satisfies the provisions of Section 6.5, including, but not limited to, all notice and consent requirements of Code Section 411(a)(11) and the Regulations
thereunder. If the Administrator maintains sub-accounts with respect to after-tax voluntary Employee contributions (and earnings thereon) which were made on or before a specified date, a Participant shall be permitted to designate which sub-account
shall be the source for withdrawal. Forfeitures of Employer contributions shall not occur solely as a result of an Employee’s withdrawal of after-tax voluntary Employee contributions. 
  

	4.13	DIRECTED INVESTMENT ACCOUNT 

  
 (a) Participants may, subject to a procedure established by the Administrator (the Participant Direction Procedures) and applied in a
uniform nondiscriminatory manner, direct the Trustee, in writing (or in such other form 

  

 40 








 
which is acceptable to the Trustee), to invest all of their accounts in specific assets, specific funds or other investments permitted under the Plan and the
Participant Direction Procedures. That portion of the interest of any Participant so directing will thereupon be considered a Participant’s Directed Account. 
  
 (b) As of each Valuation Date, all Participant Directed Accounts shall be charged or credited with the net
earnings, gains, losses and expenses as well as any appreciation or depreciation in the market value using publicly listed fair market values when available or appropriate as follows: 
  
 (1) to the extent that the assets in a Participant’s Directed Account are accounted for as pooled assets or
investments, the allocation of earnings, gains and losses of each Participant’s Directed Account shall be based upon the total amount of funds so invested in a manner proportionate to the Participant’s share of such pooled investment; and

  
 (2) to the extent that the assets in the Participant’s
Directed Account are accounted for as segregated assets, the allocation of earnings, gains and losses from such assets shall be made on a separate and distinct basis. 
  
 (c) Investment directions will be processed as soon as administratively practicable after proper investment
directions are received from the Participant. No guarantee is made by the Plan, Employer, Administrator or Trustee that investment directions will be processed on a daily basis, and no guarantee is made in any respect regarding the processing time
of an investment direction. Notwithstanding any other provision of the Plan, the Company, Administrator or Trustee reserves the right to not value an investment option on any given Valuation Date for any reason deemed appropriate by the Company,
Administrator or Trustee. Furthermore, the processing of any investment transaction may be delayed for any legitimate business reason (including, but not limited to, failure of systems or computer programs, failure of the means of the transmission
of data, force majeure, the failure of a service provider to timely receive values or prices, and correction for errors or omissions or the errors or omissions of any service provider). The processing date of a transaction will be binding for all
purposes of the Plan and considered the applicable Valuation Date for an investment transaction. 
  
 (d) The Participant Direction Procedures shall provide an explanation of the circumstances under which Participants and their
Beneficiaries may give investment instructions, including, but need not be limited to, the following: 
  
 (1) the conveyance of instructions by the Participants and their Beneficiaries to invest Participant Directed Accounts in Directed Investment Options;

  
 (2) the name, address and phone number of the Fiduciary (and,
if applicable, the person or persons designated by the Fiduciary to act on its behalf) responsible for providing information to the Participant or a Beneficiary upon request relating to the Directed Investment Options; 
  

 41 








 (3) applicable restrictions on transfers to and from any Designated Investment Alternative; 

 
 (4) any restrictions on the exercise of voting, tender and similar rights
related to a Directed Investment Option by the Participants or their Beneficiaries; 
  
 (5) a description of any transaction fees and expenses which affect the balances in Participant Directed Accounts in connection with the purchase or sale of Directed Investment Options; and 
  
 (6) general procedures for the dissemination of investment and other
information relating to the Designated Investment Alternatives as deemed necessary or appropriate, including but not limited to a description of the following: 
  

(i) the investment vehicles available under the Plan, including specific information regarding any Designated Investment Alternative; 
  
 (ii) any designated Investment Managers; and 
  
 (iii) a description of the additional information which may be obtained
upon request from the Fiduciary designated to provide such information. 
  
 (e) With respect to any Employer stock which is allocated to a Participant’s Directed Investment Account, the Participant or Beneficiary shall direct the Trustee with regard to any voting, tender and similar
rights associated with the ownership of Employer stock, (hereinafter referred to as the “Stock Rights”) as follows: 
  
 (1) each Participant or Beneficiary shall direct the Trustee to vote or otherwise exercise such Stock Rights in accordance with the provisions, conditions
and terms of any such Stock Rights; 
  
 (2) to the extent to
which Participants and Beneficiaries do not instruct the Trustee to vote, the Trustee shall vote such non-instructed shares in the same proportion as the shares for which the Trustee is instructed are voted. 
  
 (3) to the extent to which a Participant or Beneficiary does not instruct
the Trustee to tender shares, such Participants or Beneficiaries shall be deemed to have directed the Trustee that such shares shall not be tendered. 
  
 (f) Any information regarding investments available under the Plan, to the extent not required to be described in the Participant
Direction Procedures, may be provided to the Participant in one or more written documents (or in any other form including, but not limited to, electronic media) which are separate 

  

 42 








 
from the Participant Direction Procedures and are not thereby incorporated by reference into this Plan. 
  
 (g) The Administrator may, in its discretion, include in or
exclude by amendment or other action from the Participant Direction Procedures such instructions, guidelines or policies as it deems necessary or appropriate to ensure proper administration of the Plan, and may interpret the same accordingly.

  

	4.14	QUALIFIED MILITARY SERVICE 

  
 Notwithstanding any provision of this Plan to the contrary, contributions, benefits and service will be provided in accordance with Code Section 414(u).

  
 ARTICLE V 
 VALUATIONS 
  

	5.1	VALUATION OF THE TRUST FUND 

  
 The Administrator shall direct the Trustee, as of each Valuation Date, to determine the net worth of the assets comprising the Trust Fund as it exists on
the Valuation Date. In determining such net worth, the Trustee shall value the assets comprising the Trust Fund at their fair market value (or their contractual value in the case of a Contract or Policy) as of the Valuation Date and shall deduct all
expenses for which the Trustee has not yet obtained reimbursement from the Employer or the Trust Fund. The Trustee may update the value of any shares held in the Participant Directed Account by reference to the number of shares held by that
Participant, priced at the market value as of the Valuation Date. 
  

	5.2	METHOD OF VALUATION 

  
 In determining the fair market value of securities held in the Trust Fund which are listed on a registered stock exchange, the Administrator shall direct
the Trustee to value the same at the prices they were last traded on such exchange preceding the close of business on the Valuation Date. If such securities were not traded on the Valuation Date, or if the exchange on which they are traded was not
open for business on the Valuation Date, then the securities shall be valued at the prices at which they were last traded prior to the Valuation Date. Any unlisted security held in the Trust Fund shall be valued at its bid price next preceding the
close of business on the Valuation Date, which bid price shall be obtained from a registered broker or an investment banker. In determining the fair market value of assets other than securities for which trading or bid prices can be obtained, the
Trustee may appraise such assets itself, or in its discretion, employ one or more appraisers for that purpose and rely on the values established by such appraiser or appraisers. 
  
 ARTICLE VI 
 DETERMINATION AND DISTRIBUTION OF BENEFITS 
  

	6.1	DETERMINATION OF BENEFITS UPON RETIREMENT 

  
 Every Participant may terminate employment with the Employer and retire for the purposes hereof on the Participant’s Normal Retirement Date or Early
Retirement Date. 

  

 43 








 
However, a Participant may postpone the voluntary termination of employment with the Employer to a later date, in which event the participation of such
Participant in the Plan, including the right to receive allocations pursuant to Section 4.4, shall continue until such Participant’s Late Retirement Date. Upon a Participant’s Retirement Date or attainment of Normal Retirement Date without
termination of employment with the Employer, or as soon thereafter as is practicable, the Trustee shall distribute, at the election of the Participant, all amounts credited to such Participant’s Combined Account in accordance with Section 6.5.

  

	6.2	DETERMINATION OF BENEFITS UPON DEATH 

  
 (a) Upon the death of a Participant before the Participant’s Retirement Date or other termination of employment, all amounts credited
to such Participant’s Combined Account shall become fully Vested. The Administrator shall direct the Trustee, in accordance with the provisions of Sections 6.6 and 6.7, to distribute the value of the deceased Participant’s accounts to the
Participant’s Beneficiary. 
  
 (b) Upon the
death of an Inactive Participant, the Administrator shall direct the Trustee, in accordance with the provisions of Sections 6.6 and 6.7, to distribute any remaining Vested amounts credited to the accounts of a deceased Inactive Participant to such
Inactive Participant’s Beneficiary. 
  
 (c)
Any security interest held by the Plan by reason of an outstanding loan to the Participant or Inactive Participant shall be taken into account in determining the amount of the death benefit. 
  
 (d) The Administrator may require such proper proof of death
and such evidence of the right of any person to receive payment of the value of the account of a deceased Participant or Inactive Participant as the Administrator may deem desirable. The Administrator’s determination of death and of the right
of any person to receive payment shall be conclusive. 
  
 (e) The Beneficiary of the death benefit payable pursuant to this Section shall be the Participant’s spouse. Except, however, the Participant may designate a Beneficiary other than the spouse if: 
  
 (1) the spouse has waived the right to be the Participant’s
Beneficiary, or 
  
 (2) the Participant is legally separated or
has been abandoned (within the meaning of local law) and the Participant has a court order to such effect (and there is no “qualified domestic relations order” as defined in Code Section 414(p) which provides otherwise), or 
  
 (3) the Participant has no spouse, or 
  
 (4) the spouse cannot be located. 
  

 44 








 In such event, the designation of a Beneficiary shall be made on a form satisfactory to
the Administrator. A Participant may at any time revoke a designation of a Beneficiary or change a Beneficiary by filing written (or in such other form as permitted by the Internal Revenue Service) notice of such revocation or change with the
Administrator. However, the Participant’s spouse must again consent in writing (or in such other form as permitted by the Internal Revenue Service) to any change in Beneficiary unless the original consent acknowledged that the spouse had the
right to limit consent only to a specific Beneficiary and that the spouse voluntarily elected to relinquish such right. 
  
 (f) In the event no valid designation of Beneficiary exists, or if the Beneficiary is not alive at the time of the Participant’s
death, the death benefit will be paid to the Participant’s estate. If the Beneficiary does not predecease the Participant, but dies prior to distribution of the death benefit, the death benefit will be paid to the Beneficiary’s estate.

  
 (g) Any consent by the Participant’s
spouse to waive any rights to the death benefit must be in writing (or in such other form as permitted by the Internal Revenue Service), must acknowledge the effect of such waiver, and be witnessed by a Plan representative or a notary public.
Further, the spouse’s consent must be irrevocable and must acknowledge the specific nonspouse Beneficiary. 
  

	6.3	DETERMINATION OF BENEFITS IN EVENT OF DISABILITY 

  
 In the event of a Participant’s Total and Permanent Disability prior to the Participant’s Retirement Date or other termination of employment,
all amounts credited to such Participant’s Combined Account shall become fully Vested. In the event of a Participant’s Total and Permanent Disability, the Administrator, in accordance with the provisions of Sections 6.5 and 6.7, shall
direct the distribution to such Participant of all Vested amounts credited to such Participant’s Combined Account. 
  

	6.4	DETERMINATION OF BENEFITS UPON TERMINATION 

  
 (a) If a Participant’s employment with the Employer is terminated for any reason other than death, Total and Permanent Disability or
retirement, then such Participant shall be entitled to such benefits as are provided hereinafter pursuant to this Section 6.4. 
  
 Distribution of the funds due to a Terminated Participant shall be made on the occurrence of an event which would result in the
distribution had the Terminated Participant remained in the employ of the Employer (upon the Participant’s death, Total and Permanent Disability, Early or Normal Retirement). However, at the election of the Participant, the Administrator shall
direct the Trustee that the entire Vested portion of the Terminated Participant’s Combined Account be payable to such Terminated Participant. Any distribution under this paragraph shall be made in a manner which is consistent with and satisfies
the 

  

 45 








 
provisions of Section 6.5, including, but not limited to, all notice and consent requirements of Code Section 411(a)(11) and the Regulations thereunder.

  
 If the value of a Terminated
Participant’s Vested benefit derived from Employer and Employee contributions does not exceed $5,000, then the Administrator shall direct the Trustee to cause the entire Vested benefit to be paid to such Participant in a single lump sum.

  
 (b) A Participant shall become fully Vested
immediately upon entry into the Plan. However, for any Participant who terminated prior to January 1, 2004, who does not again become a Participant under this Plan on or after January 1, 2004, the vesting schedules in Appendix B will apply.

  
 (c) The computation of a Participant’s
nonforfeitable percentage of such Participant’s interest in the Plan shall not be reduced as the result of any direct or indirect amendment to this Plan. In the event that the Plan is amended to change or modify any vesting schedule, or if the
Plan is amended in any way that directly or indirectly affects the computation of the Participant’s nonforfeitable percentage, or if the Plan is deemed amended by an automatic change to a top heavy vesting schedule, then each Participant with
at least three (3) whole year Periods of Service as of the expiration date of the election period may elect to have such Participant’s nonforfeitable percentage computed under the Plan without regard to such amendment or change. If a
Participant fails to make such election, then such Participant shall be subject to the new vesting schedule. The Participant’s election period shall commence on the adoption date of the amendment and shall end sixty (60) days after the latest
of: 
  
 (1) the adoption date of the amendment, 
  
 (2) the effective date of the amendment, or 
  
 (3) the date the Participant receives written notice of the amendment from
the Employer or Administrator. 
  
 (d) If any
Participant that was terminated prior to January 1, 2004 is rehired after January 1, 2004, the Participant’s account balances remaining in the Plan, at the time of rehire, will become 100% vested and any new contributions made to the plan,
after being rehired, will also be 100% vested. 
  

	6.5	DISTRIBUTION OF BENEFITS 

  
 (a) The Administrator, pursuant to the election of the Participant, shall direct the Trustee to distribute to a Participant or such
Participant’s Beneficiary any amount to which the Participant is entitled under the Plan in one or more of the following methods: 
  
 (1) One lump-sum payment in cash and/or employer stock (for stock in the employer stock fund) allocated to the Participant’s account. 
  

 46 








 (2) Payments over a period certain in monthly cash installments. In order to provide such installment
payments, the Administrator may (A) segregate the aggregate amount thereof in a separate, federally insured savings account, certificate of deposit in a bank or savings and loan association, money market certificate or other liquid short-term
security or (B) purchase a nontransferable annuity contract for a term certain (with no life contingencies) providing for such payment. The period over which such payment is to be made shall not extend beyond the Participant’s life expectancy
(or the life expectancy of the Participant and the Participant’s designated Beneficiary). 
  
 (3) Payment of a partial amount of the Participant’s Accounts in accord with the Participant’s written instructions filed with the Plan
Administrator in accord with such terms and procedures established by the Plan Administrator. 
  
 (b) Any distribution to a Participant who has a benefit which exceeds $5,000, shall require such Participant’s written (or in such
other form as permitted by the Internal Revenue Service) consent if such distribution commences prior to the time the benefit is “immediately distributable.” A benefit is “immediately distributable” if any part of the benefit
could be distributed to the Participant (or surviving spouse) before the Participant attains (or would have attained if not deceased) the later of the Participant’s Normal Retirement Age or age 62. 
  
 (c) The following rules will apply to the consent
requirements set forth in subsection (b): 
  
 (1) The Participant
must be informed of the right to defer receipt of the distribution. If a Participant fails to consent, it shall be deemed an election to defer the commencement of payment of any benefit. However, any election to defer the receipt of benefits shall
not apply with respect to distributions which are required under Section 6.5(d). 
  
 (2) Notice of the rights specified under this paragraph shall be provided no less than thirty (30) days and no more than ninety (90) days before the date the distribution commences. 
  
 (3) Written (or such other form as permitted by the Internal Revenue
Service) consent of the Participant to the distribution must not be made before the Participant receives the notice and must not be made more than ninety (90) days before the date the distribution commences. 
  
 (4) No consent shall be valid if a significant detriment is imposed under
the Plan on any Participant who does not consent to the distribution. 
  
 Any such distribution may commence less than thirty (30) days after the notice required under Regulation 1.411(a)-11(c) is given, provided that: (1) the Administrator clearly informs the Participant that the
Participant has a right to a period of at least thirty (30) days after receiving the notice to consider 

  

 47 








 
the decision of whether or not to elect a distribution (and, if applicable, a particular distribution option), and (2) the Participant, after receiving the
notice, affirmatively elects a distribution. 
  
 (d) 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
Regulations thereunder (including Regulation 1.401(a)(9)-2), the provisions of which are incorporated herein by reference: 
  
 (1) A Participant’s benefits shall be distributed or must begin to be distributed not later than April 1st of the calendar year following the later
of (i) the calendar year in which the Participant attains age 70 1/2 or (ii) the calendar year in which the Participant retires, provided, however, that this clause (ii) shall not apply in the case of a Participant who is a “five (5) percent
owner” at any time during the Plan Year ending with or within the calendar year in which such owner attains age 70 1/2. Such distributions shall be equal to or greater than any required distribution. 
  
 Alternatively, distributions to a Participant must begin no later than the
applicable April 1st as determined under the preceding paragraph and must be made over a period certain measured by the life expectancy of the Participant (or the life expectancies of the Participant and the Participant’s designated
Beneficiary) in accordance with Regulations. 
  
 (2)
Distributions to a Participant and the Participant’s Beneficiaries shall only be made in accordance with the incidental death benefit requirements of Code Section 401(a)(9)(G) and the Regulations thereunder. 
  
 With respect to distributions under the Plan made on or
after January 1, 2002 for calendar years beginning on or after January 1, 2002, the Plan will apply the minimum distribution requirements of Code Section 401(a)(9) in accordance with the regulations under Code Section 401(a)(9) that were proposed on
January 17, 2001 (the 2001 proposed Regulations), notwithstanding any provision of the Plan to the contrary. If the total amount of required minimum distributions made to a Participant for 2001 prior to January 1, 2002 are equal to or greater than
the amount of required minimum distributions determined under the proposed 2001 Regulations, then no additional distributions are required for such Participant for 2001 on or after such date. If the total amount of required minimum distributions
made to a Participant for 2001 prior to January 1, 2002 are less than the amount determined under the 2001 proposed Regulations, then the amount of required minimum distributions for 2001 on or after such date will be determined so that the total
amount of required minimum distributions for 2001 is the amount determined under the 2001 proposed Regulations. This provision shall continue in effect until the last calendar year beginning before the effective date of the final regulations under
Code Section 401(a)(9) or such other date as may be published by the Internal Revenue Service. 
  

 48 








 (e) For purposes of this Section, the life expectancy of a Participant and a
Participant’s spouse may, at the election of the Participant or the Participant’s spouse, be redetermined in accordance with Regulations. The election, once made, shall be irrevocable. If no election is made by the time distributions must
commence, then the life expectancy of the Participant and the Participant’s spouse shall not be subject to recalculation. Life expectancy and joint and last survivor expectancy shall be computed using the return multiples in Tables V and VI of
Regulation 1.72-9. 
  
 (f) All annuity Contracts
under this Plan shall be non-transferable when distributed. Furthermore, the terms of any annuity Contract purchased and distributed to a Participant or spouse shall comply with all of the requirements of the Plan. 
  

	6.6	DISTRIBUTION OF BENEFITS UPON DEATH 

  
 (a)(l) The death benefit payable pursuant to Section 6.2 shall be paid to the Participant’s Beneficiary within a reasonable time
after the Participant’s death by either of the following methods, as elected by the Participant (or if no election has been made prior to the Participant’s death, by the Participant’s Beneficiary) subject, however, to the rules
specified in Section 6.6(b): 
  
 (i) One lump-sum payment in
cash or employer stock (for stock in the employer stock fund) allocated to the Participant’s account. 
  
 (ii) Payment in monthly cash installments over a period to be determined by the Participant or the Participant’s Beneficiary. After periodic
installments commence, the Beneficiary shall have the right to direct the Trustee to reduce the period over which such periodic installments shall be made, and the Trustee shall adjust the cash amount of such periodic installments accordingly.

  
 (iii) Payment of a partial amount of the Participant’s
Accounts in accord with the Participant’s written instructions filed with the Plan Administrator in accord with such terms and procedures established by the Plan Administrator. 
  
 (2) In the event the death benefit payable pursuant to Section 6.2 is payable in installments, then, upon the death of the
Participant, the Administrator may direct the Trustee to segregate the death benefit into a separate account, and the Trustee shall invest such segregated account separately, and the funds accumulated in such account shall be used for the payment of
the installments. 
  
 (b) Notwithstanding any
provision in the Plan to the contrary, distributions upon the death of a Participant shall be made in accordance with the following requirements and shall otherwise comply with Code Section 40l(a)(9) and the Regulations thereunder. If it is
determined, pursuant to Regulations, that the distribution of a Participant’s interest has begun and the Participant dies before the entire interest has been distributed, the remaining portion of such interest shall 

  

 49 








 
be distributed at least as rapidly as under the method of distribution selected pursuant to Section 6.5 as of the date of death. If a Participant dies before
receiving any distributions of the interest in the Plan or before distributions are deemed to have begun pursuant to Regulations, then the death benefit shall be distributed to the Participant’s Beneficiaries by December 31st of the calendar
year in which the fifth anniversary of the Participant’s date of death occurs. 
  
 (c) For purposes of this Section, the life expectancy of a Participant and a Participant’s spouse may, at the election of the
Participant or the Participant’s spouse, be redetermined in accordance with Regulations. The election, once made, shall be irrevocable. If no election is made by the time distributions must commence, then the life expectancy of the Participant
and the Participant’s spouse shall not be subject to recalculation. Life expectancy and joint and last survivor expectancy shall be computed using the return multiples in Tables V and VI of Regulation 1.72-9. 
  
 (d) For purposes of this Section, any amount paid to a child
of the Participant will be treated as if it had been paid to the surviving spouse if the amount becomes payable to the surviving spouse when the child reaches the age of majority. 
  

	6.7	TIME OF DISTRIBUTION 

  
 Except as limited by Sections 6.5 and 6.6, whenever the Trustee is to make a distribution or to commence a series of payments the distribution or series
of payments may be made or begun on such date or as soon thereafter as is practicable. However, unless a Terminated Participant elects in writing to defer the receipt of benefits (such election may not result in a death benefit that is more than
incidental), the payment of benefits shall begin not later than the sixtieth (60th) day after the close of the Plan Year in which the latest of the following events occurs: (a) the date on which the Participant attains the earlier of age 65 or the
Normal Retirement Age specified herein; (b) the tenth (10th) anniversary of the year in which the Participant commenced participation in the Plan; or (c) the date the Participant terminates service with the Employer. 
  
 Notwithstanding the foregoing, the failure of a Participant to consent to a
distribution that is “immediately distributable” (within the meaning of Section 6.5), shall be deemed to be an election to defer the commencement of payment of any benefit sufficient to satisfy this Section. 
  

	6.8	DISTRIBUTION FOR MINOR OR INCOMPETENT BENEFICIARY 

  
 In the event a distribution is to be made to a minor or incompetent Beneficiary, then the Administrator may direct that such distribution be paid to the
legal guardian, or if none in the case of a minor Beneficiary, to a parent of such Beneficiary or a responsible adult with whom the Beneficiary maintains residence, or to the custodian for such Beneficiary under the Uniform Gift to Minors Act or
Gift to Minors Act, if such is permitted by the laws of the state in which said Beneficiary resides. Such a payment to the legal guardian, custodian or parent of a minor Beneficiary shall fully discharge the Trustee, Employer, and Plan from further
liability on account thereof. 
  

 50 









	6.9	LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN 

  
 In the event that all, or any portion, of the distribution payable to a Participant or Beneficiary hereunder shall, at the later of the Participant’s
attainment of age 62 or Normal Retirement Age, remain unpaid solely by reason of the inability of the Administrator, after sending a registered letter, return receipt requested, to the last known address, and after further diligent effort, to
ascertain the whereabouts of such Participant or Beneficiary, the amount so distributable shall be treated as a Forfeiture pursuant to the Plan. Notwithstanding the foregoing, if the value of a Participant’s Vested benefit derived from Employer
and Employee contributions does not exceed $5,000, then the amount distributable may, in the sole discretion of the Administrator, either be treated as a Forfeiture, or be paid directly to an individual retirement account described in Code Section
408(a) or an individual retirement annuity described in Code Section 408(b) at the time it is determined that the whereabouts of the Participant or the Participant’s Beneficiary cannot be ascertained. In the event a Participant or Beneficiary
is located subsequent to the Forfeiture, such benefit shall be restored, first from Forfeitures, if any, and then from an additional Employer contribution if necessary. However, regardless of the preceding, a benefit which is lost by reason of
escheat under applicable state law is not treated as a Forfeiture for purposes of this Section nor as an impermissable forfeiture under the Code. 
  

	6.10	PRE-RETIREMENT DISTRIBUTION 

  
 Unless otherwise provided, at such time as a Participant shall have attained the age of 59-1/2 years, the Administrator, at the election of the
Participant who has not severed employment with the Employer, shall direct the Trustee to distribute all or a portion of the amount then credited to the accounts maintained on behalf of the Participant. In the event that the Administrator makes such
a distribution, the Participant shall continue to be eligible to participate in the Plan pursuant to the terms of the Plan. Any distribution made pursuant to this Section shall be made in a manner consistent with Section 6.5, including, but not
limited to, all notice and consent requirements of Code Section 411(a)(ll) and the Regulations thereunder. 
  
 Notwithstanding the above, pre-retirement distributions from a Participant’s Elective Account shall not be permitted prior to the Participant
attaining age 59 1/2 except as otherwise permitted under the terms of the Plan. 
  

	6.11	ADVANCE DISTRIBUTION FOR HARDSHIP 

  
 (a) The Administrator, at the election of the Participant, shall direct the Trustee to distribute to any Participant in any one Plan Year
up to the lesser of 100% of the Participant’s Elective Account and Participant’s Account valued as of the last Valuation Date or the amount necessary to satisfy the immediate and heavy financial need of the Participant. The minimum amount
is $500. Any distribution made pursuant to this Section shall be deemed to be made as of the first day of the Plan Year or, if later, the Valuation Date immediately preceding the date of distribution, and the Participant’s Elective Account and
Participant’s Account shall be reduced accordingly. Withdrawal under this Section is deemed to be on account of an immediate and heavy financial need of the Participant only if the withdrawal is for: 
  
 (1) Medical expenses described in Code Section 213(d) incurred by the
Participant, the Participant’s spouse, or any of the Participant’s dependents (as defined in Code Section 152) or necessary for these persons to obtain medical care as described in Code Section 213(d); 
  

 51 








 (2) The costs directly related to the purchase (excluding mortgage payments) of a principal residence for
the Participant; 
  
 (3) Payment of tuition, related educational
fees, and room and board expenses for the next twelve (12) months of post-secondary education for the Participant and the Participant’s spouse, children, or dependents; or 
  
 (4) Payments necessary to prevent the eviction of the Participant from the Participant’s principal residence or
foreclosure on the mortgage on that residence. 
  
 (b) No distribution shall be made pursuant to this Section unless the Administrator, based upon the Participant’s representation and such other facts as are known to the Administrator, determines that all of the following conditions
are satisfied: 
  
 (1) The distribution is not in excess of the
amount of the immediate and heavy financial need of the Participant. The amount of the immediate and heavy financial need may include any amounts necessary to pay any federal, state, or local income taxes or penalties reasonably anticipated to
result from the distribution; 
  
 (2) The Participant has
obtained all distributions, other than hardship distributions, and all nontaxable (at the time of the loan) loans currently available under all plans maintained by the Employer; 
  
 (3) The Plan, and all other plans maintained by the Employer, provide that the Participant’s elective deferrals and
after-tax voluntary Employee contributions will be suspended for at least twelve (12) months after receipt of the hardship distribution or, the Participant, pursuant to a legally enforceable agreement, will suspend elective deferrals and after-tax
voluntary Employee contributions to the Plan and all other plans maintained by the Employer for at least twelve (12) months after receipt of the hardship distribution; and 
  
 (4) The Plan, and all other plans maintained by the Employer, provide that the Participant may not make elective deferrals
for the Participant’s taxable year immediately following the taxable year of the hardship distribution in excess of the applicable limit under Code Section 402(g) for such next taxable year less the amount of such Participant’s elective
deferrals for the taxable year of the hardship distribution. 
  
 (c) Notwithstanding the above, distributions from the Participant’s Elective Account pursuant to this Section shall be limited solely to the 

  

 52 








 
Participant’s total Deferred Compensation as of the date of distribution, reduced by the amount of any previous distributions pursuant to this Section
and Section 6.10. 
  
 (d) Any distribution made
pursuant to this Section shall be made in a manner which is consistent with and satisfies the provisions of Section 6.5, including, but not limited to, all notice and consent requirements of Code Section 411(a)(ll) and the Regulations thereunder.

  

	6.12	QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION 

  
 All rights and benefits, including elections, provided to a Participant in this Plan shall be subject to the rights afforded to any “alternate
payee” under a “qualified domestic relations order.” Furthermore, a distribution to an “alternate payee” shall be permitted at any time to withdraw the amounts, even if the affected Participant has not separated from service
and has not reached the “earliest retirement age” under the Plan. For the purposes of this Section, “alternate payee,” “qualified domestic relations order” and “earliest retirement age” shall have the meaning
set forth under Code Section 414(p). 
  

	6.13	DIRECT ROLLOVER 

  
 (a) Notwithstanding any provision of the Plan to the contrary that would otherwise limit a “distributee’s” election under
this Section, a “distributee” may elect, at the time and in the manner prescribed by the Administrator, to have any portion of an “eligible rollover distribution” that is equal to at least $500 paid directly to an “eligible
retirement plan” specified by the “distributee” in a “direct rollover.” 
  
 (b) For purposes of this Section the following definitions shall apply: 
  
 (1) An “eligible rollover distribution” is any distribution of all or any portion of the balance to the credit of
the “distributee,” except that an “eligible rollover distribution” does not include: any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life
expectancy) of the “distributee” or the joint lives (or joint life expectancies) of the “distributee” and the “distributee’s” designated beneficiary, or for a specified period of ten years or more; any distribution
to the extent such distribution is required under Code Section 401(a)(9); the portion of any other distribution that is not includible in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to
employer securities); any hardship distribution described in Code Section 401(k)(2)(B)(i)(IV); and any other distribution that is reasonably expected to total less than $200 during a year. 
  
 (2) An “eligible retirement plan” is an individual retirement
account described in Code Section 408(a), an individual retirement annuity described in Code Section 408(b), an annuity plan described in Code Section 403(a), or a qualified trust described in Code Section 401(a), that 

  

 53 








 
accepts the “distributee’s” “eligible rollover distribution.” However, in the case of an “eligible rollover distribution”
to the surviving spouse, an “eligible retirement plan” is an individual retirement account or individual retirement annuity. 
  
 (3) A “distributee” includes a Participant or Inactive Participant. In addition, the Participant’s or Inactive Participant’s surviving
spouse and the Participant’s or Inactive Participant’s spouse or former spouse who is the alternate payee under a qualified domestic relations order, as defined in Code Section 414(p), are “distributees” with regard to the
interest of the spouse or former spouse. 
  
 (4) A “direct
rollover” is a payment by the Plan to the “eligible retirement plan” specified by the “distributee.” 
  
 ARTICLE VII 
 AMENDMENT, TERMINATION, MERGERS
AND LOANS 
  

	7.1	AMENDMENT 

  
 (a) The Company shall have the right at any time to amend this Plan, subject to the limitations of this Section. Any such amendment shall
become effective as provided therein upon its execution. 
  
 (b) Except as provided in Subsection 9.6, no amendment to the Plan shall be effective if it authorizes or permits any part of the Trust Fund (other than such part as is required to pay taxes and administration
expenses) to be used for or diverted to any purpose other than for the exclusive benefit of the Participants or their Beneficiaries or estates; or causes any reduction in the amount credited to the account of any Participant; or causes or permits
any portion of the Trust Fund to revert to or become property of the Employer. 
  
 (c) Except as permitted by Regulations (including Regulation 1.411(d)-4) or other IRS guidance, no Plan amendment or transaction having
the effect of a Plan amendment (such as a merger, plan transfer or similar transaction) shall be effective if it eliminates or reduces any “Section 411(d)(6) protected benefit” or adds or modifies conditions relating to “Section
411(d)(6) protected benefits” which results in a further restriction on such benefits unless such “Section 411(d)(6) protected benefits” are preserved with respect to benefits accrued as of the later of the adoption date or effective
date of the amendment. “Section 411(d)(6) protected benefits” are benefits described in Code Section 411(d)(6)(A), early retirement benefits and retirement-type subsidies, and optional forms of benefit. A Plan amendment that eliminates or
restricts the ability of a Participant to receive payment of the Participant’s interest in the Plan under a particular optional form of benefit will be permissible if the amendment satisfies the conditions in (1) and (2) below: 
  
 (1) The amendment provides a single-sum distribution form that is otherwise
identical to the optional form of benefit eliminated or restricted. 

  

 54 








 
For purposes of this condition (1), a single-sum distribution form is otherwise identical only if it is identical in all respects to the eliminated or
restricted optional form of benefit (or would be identical except that it provides greater rights to the Participant) except with respect to the timing of payments after commencement. 
  
 (2) The amendment is not effective unless the amendment provides that the amendment shall not apply to any distribution with
an annuity starting date earlier than the earlier of: (i) the ninetieth (90th) day after the date the Participant receiving the distribution has been furnished a summary that reflects the amendment and that satisfies the Act requirements at 29 CFR
2520.104b-3 (relating to a summary of material modifications) or (ii) the first day of the second Plan Year following the Plan Year in which the amendment is adopted. 
  

	7.2	TERMINATION 

  
 (a) The Company shall have the right at any time to terminate the Plan by delivering to the Trustee and Administrator written notice of
such termination. Upon any full or partial termination, all amounts credited to the affected Participants’ Combined Accounts shall become 100% Vested as provided in Section 6.4 and shall not thereafter be subject to forfeiture, and all
unallocated amounts, including Forfeitures, shall be allocated to the accounts of all Participants in accordance with the provisions hereof. 
  
 (b) Upon the full termination of the Plan, the Company shall direct the distribution of the assets of the Trust Fund to Participants in a
manner which is consistent with and satisfies the provisions of Section 6.5. Distributions to a Participant shall be made in cash or in property allocated to the Participant’s account or through the purchase of irrevocable nontransferable
deferred commitments from an insurer. Except as permitted by Regulations, the termination of the Plan shall not result in the reduction of “Section 41l(d)(6) protected benefits” in accordance with Section 7.1(c). 
  

	7.3	MERGER, CONSOLIDATION OR TRANSFER OF ASSETS 

  
 This Plan may be merged or consolidated with, or its assets and/or liabilities may be transferred to any other plan and trust only if the benefits which
would be received by a Participant of this Plan, in the event of a termination of the Plan immediately after such transfer, merger or consolidation, are at least equal to the benefits the Participant would have received if the Plan had terminated
immediately before the transfer, merger or consolidation, and such transfer, merger or consolidation does not otherwise result in the elimination or reduction of any “Section 411(d)(6) protected benefits” in accordance with Section 7.1(c).

  

 55 









	7.4	LOANS TO PARTICIPANTS 

  
 Except as provided in Appendix B: 
  
 (a) The Trustee may, in the Trustee’s discretion, make loans to Participants, who are Employees of an Employer under the following
circumstances: (1) loans shall be made available to all Employees of an Employer on a reasonably equivalent basis; (2) loans shall be made available to Highly Compensated Employees on the same basis as made available to other Participants; (3) loans
shall bear a reasonable rate of interest; (4) loans shall be adequately secured; and (5) loans shall provide for periodic repayment in the time specified in 7.4(c). 
  
 (b) Loans made pursuant to this Section (when added to the outstanding balance of all other loans made by
the Plan to the Participant) may, in accordance with a uniform and nondiscriminatory policy established by the Administrator, be limited to the lesser of: 
  
 (1) $50,000 reduced by the excess (if any) of the highest outstanding balance of loans from the Plan to the Participant during the one year period ending
on the day before the date on which such loan is made, over the outstanding balance of loans from the Plan to the Participant on the date on which such loan was made, or 
  
 (2) one-half (1/2) of the vested account balance. 
  
 (c) Loans shall provide for level amortization with payments to be made not less frequently than quarterly
over a period not to exceed five (5) years. Loan repayments may be suspended under this Plan as permitted under the Code. 
  
 (d) Any loans granted or renewed shall be made pursuant to a Participant loan program. Such loan program shall be established in writing
and must include, but need not be limited to, the following: 
  
 For purposes of this limit, all plans of the Employer and Affiliated Employers shall be considered one plan. 
  
 (1) the identity of the person or positions authorized to administer the Participant loan program; 
  
 (2) a procedure for applying for loans; 
  
 (3) the basis on which loans will be approved or denied; 
  
 (4) limitations, if any, on the types and amounts of loans offered;

  
 (5) the procedure under the program for determining a
reasonable rate of interest; 
  

 56 








 (6) the types of collateral which may secure a Participant loan; and 
  
 (7) the events constituting default and the steps that will be taken to
preserve Plan assets. 
  
 Such Participant loan
program shall be contained in a separate written document which, when properly executed, is hereby incorporated by reference and made a part of the Plan. Furthermore, such Participant loan program may be modified or amended in writing from time to
time without the necessity of amending this Section. 
  
 (e) Notwithstanding anything in this Plan to the contrary, if a Participant defaults on a loan made pursuant to this Section, then the loan default will be a distributable event to the extent permitted by the Code and Regulations.

  
 (f) No loan in an amount less than $1,000
will be granted to any Participant and only two (2) outstanding loans will be permitted at one time. 
  
 ARTICLE VIII 
 TOP HEAVY 
  

	8.1	TOP HEAVY PLAN REQUIREMENTS 

  
 For any Top Heavy Plan Year, the Plan shall provide the special vesting requirements of Code Section 416(b) pursuant to Section 6.4 of the Plan and the
special minimum allocation requirements of Code Section 416(c) pursuant to Section 4.4 of the Plan. 
  

	8.2	DETERMINATION OF TOP HEAVY STATUS 

  
 (a) This Plan shall be a Top Heavy Plan for any Plan Year in which, as of the Determination Date, (1) the Present Value of Accrued
Benefits of Key Employees and (2) the sum of the Aggregate Accounts of Key Employees under this Plan and all plans of an Aggregation Group, exceeds sixty percent (60%) of the Present Value of Accrued Benefits and the Aggregate Accounts of all Key
and Non-Key Employees under this Plan and all plans of an Aggregation Group. 
  
 If any Participant is a Non-Key Employee for any Plan Year, but such Participant was a Key Employee for any prior Plan Year, such Participant’s Present Value of Accrued Benefit and/or Aggregate Account balance
shall not be taken into account for purposes of determining whether this Plan is a Top Heavy Plan (or whether any Aggregation Group which includes this Plan is a Top Heavy Group). In addition, if a Participant or Terminated Participant has not
performed any services for any Employer maintaining the Plan at any time during the five year period ending on the Determination Date, any accrued benefit for such Participant or Terminated Participant shall not be taken into account for the
purposes of determining whether this Plan is a Top Heavy Plan. 
  

 57 








 (b) Aggregate Account: A Participant’s Aggregate Account as of the Determination
Date is the sum of: 
  
 (1) the Participant’s Combined
Account balance as of the most recent valuation occurring within a twelve (12) month period ending on the Determination Date. 
  
 (2) an adjustment for any contributions due as of the Determination Date. Such adjustment shall be the amount of any contributions actually made after the
Valuation Date but due on or before the Determination Date, except for the first Plan Year when such adjustment shall also reflect the amount of any contributions made after the Determination Date that are allocated as of a date in that first Plan
Year. 
  
 (3) any Plan distributions made within the Plan Year
that includes the Determination Date or within the four (4) preceding Plan Years. However, in the case of distributions made after the Valuation Date and prior to the Determination Date, such distributions are not included as distributions for top
heavy purposes to the extent that such distributions are already included in the Participant’s Aggregate Account balance as of the Valuation Date. Notwithstanding anything herein to the contrary, all distributions, including distributions under
a terminated plan which if it had not been terminated would have been required to be included in an Aggregation Group, will be counted. Further, distributions from the Plan (including the cash value of life insurance policies) of a
Participant’s account balance because of death shall be treated as a distribution for the purposes of this paragraph. 
  
 (4) any Employee contributions, whether voluntary or mandatory. However, amounts attributable to tax deductible qualified voluntary employee contributions
shall not be considered to be a part of the Participant’s Aggregate Account balance. 
  
 (5) with respect to unrelated rollovers and plan-to-plan transfers (ones which are both initiated by the Employee and made from a plan maintained by one employer to a plan maintained by another employer), if this Plan
provides the rollovers or plan-to-plan transfers, it shall always consider such rollovers or plan-to-plan transfers as a distribution for the purposes of this Section. If this Plan is the plan accepting such rollovers or plan-to-plan transfers, it
shall not consider such rollovers or plan-to-plan transfers as part of the Participant’s Aggregate Account balance. 
  
 (6) with respect to related rollovers and plan-to-plan transfers (ones either not initiated by the Employee or made to a plan maintained by the same
employer), if this Plan provides the rollover or plan-to-plan transfer, it shall not be counted as a distribution for purposes of this Section. If this Plan is the plan accepting such rollover or plan-to-plan transfer, it shall consider such
rollover or plan-to-plan transfer as part of the Participant’s 

  

 58 








 
Aggregate Account balance, irrespective of the date on which such rollover or plan-to-plan transfer is accepted. 
  
 (7) For the purposes of determining whether two employers are to be treated
as the same employer in (5) and (6) above, all employers aggregated under Code Section 414(b), (c), (m) and (o) are treated as the same employer. 
  
 (c) “Aggregation Group” means either a Required Aggregation Group or a Permissive Aggregation Group as hereinafter determined.

  
 (1) Required Aggregation Group: In determining a Required
Aggregation Group hereunder, each plan of the Employer in which a Key Employee is a participant in the Plan Year containing the Determination Date or any of the four preceding Plan Years, and each other plan of the Employer which enables any plan in
which a Key Employee participates to meet the requirements of Code Sections 401(a)(4) or 410, will be required to be aggregated. Such group shall be known as a Required Aggregation Group. 
  
 In the case of a Required Aggregation Group, each plan in the group will be
considered a Top Heavy Plan if the Required Aggregation Group is a Top Heavy Group. No plan in the Required Aggregation Group will be considered a Top Heavy Plan if the Required Aggregation Group is not a Top Heavy Group. 
  
 (2) Permissive Aggregation Group: The Employer may also include any other
plan not required to be included in the Required Aggregation Group, provided the resulting group, taken as a whole, would continue to satisfy the provisions of Code Sections 401(a)(4) and 410. Such group shall be known as a Permissive Aggregation
Group. 
  
 In the case of a Permissive Aggregation Group, only a
plan that is part of the Required Aggregation Group will be considered a Top Heavy Plan if the Permissive Aggregation Group is a Top Heavy Group. No plan in the Permissive Aggregation Group will be considered a Top Heavy Plan if the Permissive
Aggregation Group is not a Top Heavy Group. 
  
 (3) Only those
plans of the Employer in which the Determination Dates fall within the same calendar year shall be aggregated in order to determine whether such plans are Top Heavy Plans. 
  
 (4) An Aggregation Group shall include any terminated plan of the Employer if it was maintained within the last five (5)
years ending on the Determination Date. 
  
 (d)
“Determination Date” means (a) the last day of the preceding Plan Year, or (b) in the case of the first Plan Year, the last day of such Plan Year. 
  

 59 








 (e) Present Value of Accrued Benefit: In the case of a defined benefit plan, the Present
Value of Accrued Benefit for a Participant other than a Key Employee, shall be as determined using the single accrual method used for all plans of the Employer and Affiliated Employers, or if no such single method exists, using a method which
results in benefits accruing not more rapidly than the slowest accrual rate permitted under Code Section 411(b)(l)(C). The determination of the Present Value of Accrued Benefit shall be determined as of the most recent Valuation Date that falls
within or ends with the 12-month period ending on the Determination Date except as provided in Code Section 416 and the Regulations thereunder for the first and second plan years of a defined benefit plan. 
  
 (f) “Top Heavy Group” means an Aggregation Group
in which, as of the Determination Date, the sum of: 
  
 (1) the
Present Value of Accrued Benefits of Key Employees under all defined benefit plans included in the group, and 
  
 (2) the Aggregate Accounts of Key Employees under all defined contribution plans included in the group, 
  
 exceeds sixty percent (60%) of a similar sum determined for
all Participants. 
  
 ARTICLE IX 
 MISCELLANEOUS 
  

	9.1	PARTICIPANT’S RIGHTS 

  
 This Plan shall not be deemed to constitute a contract between the Employer and any Participant or to be a consideration or an inducement for the
employment of any Participant or Employee. Nothing contained in this Plan shall be deemed to give any Participant or Employee the right to be retained in the service of the Employer or to interfere with the right of the Employer to discharge any
Participant or Employee at any time regardless of the effect which such discharge shall have upon the Employee as a Participant of this Plan. 
  

	9.2	ALIENATION 

  
 (a) Subject to the exceptions provided below, and as otherwise permitted by the Code and the Act, no benefit which shall be payable out of
the Trust Fund to any person (including a Participant or the Participant’s Beneficiary) shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt to anticipate,
alienate, sell, transfer, assign, pledge, encumber, or charge the same shall be void; and no such benefit shall in any manner be liable for, or subject to, the debts, contracts, liabilities, engagements, or torts of any such person, nor shall it be
subject to attachment or legal process for or against such person, and the same shall not be recognized by the Trustee, except to such extent as may be required by law. 
  

 60 








 (b) Subsection (a) shall not apply to the extent a Participant or Beneficiary is indebted
to the Plan, by reason of a loan made pursuant to Section 7.4. At the time a distribution is to be made to or for a Participant’s or Beneficiary’s benefit, such proportion of the amount to be distributed as shall equal such indebtedness
shall be paid to the Plan, to apply against or discharge such indebtedness. Prior to making a payment, however, the Participant or Beneficiary must be given written notice by the Administrator that such indebtedness is to be so paid in whole or part
from the Participant’s Combined Account. If the Participant or Beneficiary does not agree that the indebtedness is a valid claim against the Vested Participant’s Combined Account, the Participant or Beneficiary shall be entitled to a
review of the validity of the claim in accordance with procedures provided in Sections 2.7 and 2.8. 
  
 (c) Subsection (a) shall not apply to a “qualified domestic relations order” defined in Code Section 414(p), and those other
domestic relations orders permitted to be so treated by the Administrator under the provisions of the Retirement Equity Act of 1984. The Administrator shall establish a written procedure to determine the qualified status of domestic relations orders
and to administer distributions under such qualified orders. Further, to the extent provided under a “qualified domestic relations order,” a former spouse of a Participant shall be treated as the spouse or surviving spouse for all purposes
under the Plan. 
  
 (d) Subsection (a) shall not
apply to an offset to a Participant’s accrued benefit against an amount that the Participant is ordered or required to pay the Plan with respect to a judgment, order, or decree issued, or a settlement entered into in accordance with Code
Sections 401(a)(13)(C) and (D). 
  

	9.3	CONSTRUCTION OF PLAN 

  
 This Plan shall be construed and enforced according to the Code, the Act and the laws of the State of Illinois, other than its laws respecting choice of
law, to the extent not pre-empted by the Act. 
  

	9.4	GENDER AND NUMBER 

  
 Wherever any words are used herein in the masculine, feminine or neuter gender, they shall be construed as though they were also used in another gender in
all cases where they would so apply, and whenever any words are used herein in the singular or plural form, they shall be construed as though they were also used in the other form in all cases where they would so apply. 
  

	9.5	LEGAL ACTION 

  
 In the event any claim, suit, or proceeding is brought regarding the Trust and/or Plan established hereunder to which the Trustee, the Employer or the
Administrator may be a party, and such claim, suit, or proceeding is resolved in favor of the Trustee, the Employer or the Administrator, they shall be entitled to be reimbursed from the Trust Fund for any and all costs, 

  

 61 








 
attorney’s fees, and other expenses pertaining thereto incurred by them for which they shall have become liable. 
  

	9.6	PROHIBITION AGAINST DIVERSION OF FUNDS 

  
 (a) Except as provided below and otherwise specifically permitted by law, it shall be impossible by operation of the Plan or of the Trust,
by termination of either, by power of revocation or amendment, by the happening of any contingency, by collateral arrangement or by any other means, for any part of the corpus or income of any Trust Fund maintained pursuant to the Plan or any funds
contributed thereto to be used for, or diverted to, purposes other than the exclusive benefit of Participants, Terminated Participants, or their Beneficiaries. 
  

(b) In the event the Employer shall make an excessive contribution under a mistake of fact pursuant to Act Section 403(c)(2)(A), the
Employer may demand repayment of such excessive contribution at any time within one (1) year following the time of payment and the Trustees shall return such amount to the Employer within the one (1) year period. Earnings of the Plan attributable to
the contributions may not be returned to the Employer but any losses attributable thereto must reduce the amount so returned. 
  
 (c) Except for Sections 3.5, 3.6, and 4.1(d), any contribution by the Employer to the Trust Fund is conditioned upon the deductibility of
the contribution by the Employer under the Code and, to the extent any such deduction is disallowed, the Employer may, within one (1) year following the final determination of the disallowance, whether by agreement with the Internal Revenue Service
or by final decision of a competent jurisdiction, demand repayment of such disallowed contribution and the Trustee shall return such contribution within one (1) year following the disallowance. Earnings of the Plan attributable to the contribution
may not be returned to the Employer, but any losses attributable thereto must reduce the amount so returned. 
  

	9.7	EMPLOYER’S AND TRUSTEE’S PROTECTIVE CLAUSE 

  
 The Employer, Administrator and Trustee, and their successors, shall not be responsible for the validity of any Contract issued hereunder or for the
failure on the part of the insurer to make payments provided by any such Contract, or for the action of any person which may delay payment or render a Contract null and void or unenforceable in whole or in part. 
  

	9.8	INSURER’S PROTECTIVE CLAUSE 

  
 Except as otherwise agreed upon in writing between the Employer and the insurer, an insurer which issues any Contracts hereunder shall not have any
responsibility for the validity of this Plan or for the tax or legal aspects of this Plan. The insurer shall be protected and held harmless in acting in accordance with any written direction of the Trustee, and shall have no duty to see to the
application of any funds paid to the Trustee, nor be required to question any actions directed by the Trustee. Regardless of any provision of this Plan, the insurer shall not be required to take or permit any action or allow any benefit or privilege
contrary to the terms of any Contract which it issues hereunder, or the rules of the insurer. 
  

 62 









	9.9	RECEIPT AND RELEASE FOR PAYMENTS 

  
 Any payment to any Participant, the Participant’s legal representative, Beneficiary, or to any guardian or committee appointed for such Participant
or Beneficiary in accordance with the provisions of the Plan, shall, to the extent thereof, be in full satisfaction of all claims hereunder against the Trustee and the Employer, either of whom may require such Participant, legal representative,
Beneficiary, guardian or committee, as a condition precedent to such payment, to execute a receipt and release thereof in such form as shall be determined by the Trustee or Employer. 
  

	9.10	ACTION BY THE FIDUCIARY 

  
 Whenever the Fiduciary under the terms of the Plan is permitted or required to do or perform any act or matter or thing, it shall be done and performed by
a person duly authorized by its legally constituted authority. 
  

	9.11	NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY 

  
 The “named Fiduciaries” of this Plan are (1) the Company, (2) the Administrator, (3) the Trustee and (4) any Investment Manager appointed
hereunder. The named Fiduciaries shall have only those specific powers, duties, responsibilities, and obligations as are specifically given them under the Plan including, but not limited to, any agreement allocating or delegating their
responsibilities, the terms of which are incorporated herein by reference. In general, the Company shall have the sole responsibility for making the contributions provided for under Section 4.1; and the Company shall have the authority to appoint
and remove the Trustee and the Administrator; to formulate the Plan’s “funding policy and method”; and to amend or terminate, in whole or in part, the Plan. The Administrator shall have the sole responsibility for the administration
of the Plan, including, but not limited to, the items specified in Article II of the Plan, as the same may be allocated or delegated thereunder. The Administrator shall act as the named Fiduciary responsible for communicating with the Participant
according to the Participant Direction Procedures. The Trustee shall have the sole responsibility of management of the assets held under the Trust, except to the extent directed pursuant to Article II or with respect to those assets, the management
of which has been assigned to an Investment Manager, who shall be solely responsible for the management of the assets assigned to it, all as specifically provided in the Plan. Furthermore, each named Fiduciary may rely upon any such direction,
information or action of another named Fiduciary as being proper under the Plan, and is not required under the Plan to inquire into the propriety of any such direction, information or action. It is intended under the Plan that each named Fiduciary
shall be responsible for the proper exercise of its own powers, duties, responsibilities and obligations under the Plan as specified or allocated herein. No named Fiduciary shall guarantee the Trust Fund in any manner against investment loss or
depreciation in asset value. Any person or group may serve in more than one Fiduciary capacity. 
  

	9.12	HEADINGS 

  
 The headings and subheadings of this Plan have been inserted for convenience of reference and are to be ignored in any construction of the provisions hereof. 
  

 63 









	9.13	APPROVAL BY INTERNAL REVENUE SERVICE 

  
 Notwithstanding anything herein to the contrary, if, pursuant to an application for qualification filed by or on behalf of the Plan by the time prescribed
by law for filing the Employer’s return for the taxable year in which the Plan is adopted, or such later date that the Secretary of the Treasury may prescribe, the Commissioner of Internal Revenue Service or the Commissioner’s delegate
should determine that the Plan does not initially qualify as a tax-exempt plan under Code Sections 401 and 501, and such determination is not contested, or if contested, is finally upheld, then if the Plan is a new plan, it shall be void ab initio
and all amounts contributed to the Plan by the Employer, less expenses paid, shall be returned within one (1) year and the Plan shall terminate, and the Trustee shall be discharged from all further obligations. If the disqualification relates to an
amended plan, then the Plan shall operate as if it had not been amended. 
  

	9.14	UNIFORMITY 

  
 All provisions of this Plan shall be interpreted and applied in a uniform, nondiscriminatory manner. In the event of any conflict between the terms of this Plan and any Contract purchased hereunder, the Plan
provisions shall control. 
  
 ARTICLE X 
 EMPLOYERS 
  

	10.1	ADOPTION BY OTHER EMPLOYERS 

  
 Notwithstanding anything herein to the contrary, with the consent of the Company, any other corporation or entity, whether an affiliate or subsidiary or
not, may adopt this Plan and all of the provisions hereof, and participate herein and be known as a Employer, by a properly executed document evidencing said intent and will of such Employer. 
  

	10.2	REQUIREMENTS OF EMPLOYERS 

  
 (a) Each such Employer shall be required to use the same Trustee as provided in this Plan. 
  
 (b) The Trustee may, but shall not be required to,
commingle, hold and invest as one Trust Fund all contributions made by Employers, as well as all increments thereof. 
  
 (c) Any expenses of the Plan which are to be paid by the Employer or borne by the Trust Fund shall be paid by each Employer in the same
proportion that the total amount standing to the credit of all Participants employed by such Employer bears to the total standing to the credit of all Participants. 
  

	10.3	DESIGNATION OF AGENT 

  
 Each Employer shall be deemed to be a party to this Plan; provided, however, that with respect to all of its relations with the Trustee and Administrator
for the purpose of this Plan, each Employer shall be deemed to have designated irrevocably the Company as its agent. Unless 

  

 64 








 
the context of the Plan clearly indicates the contrary, the word “Employer” shall be deemed to include each Employer as related to its adoption of
the Plan. 
  

	10.4	EMPLOYEE TRANSFERS 

  
 In the event an Employee is transferred between Employers, accumulated service and eligibility shall be carried with the Employee involved. No such
transfer shall effect a termination of employment hereunder, and the Employer to which the Employee is transferred shall thereupon become obligated hereunder with respect to such Employee in the same manner as was the Employer from whom the Employee
was transferred. 
  

	10.5	EMPLOYER CONTRIBUTION AND FORFEITURES 

  
 Any contribution or Forfeiture subject to allocation during each Plan Year shall be determined and allocated separately by each Employer, and shall be
allocated only among the Participants eligible to share of the Employer making the contribution or by which the forfeiting Participant was employed. On the basis of the information furnished by the Administrator, the Trustee shall keep separate
books and records concerning the affairs of each Employer hereunder and as to the accounts and credits of the Employees of each Employer. The Trustee may, but need not, register Contracts so as to evidence that a particular Employer is the
interested Employer hereunder, but in the event of an Employee transfer from one Employer to another, the employing Employer shall immediately notify the Trustee thereof. 
  

	10.6	AMENDMENT 

  
 The Company may amend this Plan at any time and with the consent of the Trustee where such consent is necessary in accordance with the terms of this Plan. 
  

	10.7	DISCONTINUANCE OF PARTICIPATION 

  
 Any Employer shall be permitted to discontinue or revoke its participation in the Plan at any time. At the time of any such discontinuance or revocation,
satisfactory evidence thereof and of any applicable conditions imposed shall be delivered to the Trustee. The Trustee shall thereafter transfer, deliver and assign Contracts and other Trust Fund assets allocable to the Participants of such Employer
to such new trustee as shall have been designated by such Employer, in the event that it has established a separate qualified retirement plan for its employees provided, however, that no such transfer shall be made if the result is the elimination
or reduction of any “Section 411(d)(6) protected benefits” as described in Section 7.1(c). If no successor is designated, the Trustee shall retain such assets for the Employees of said Employer pursuant to the provisions of the Trust. In
no such event shall any part of the corpus or income of the Trust Fund as it relates to such Employer be used for or diverted for purposes other than for the exclusive benefit of the Employees of such Employer. 
  

	10.8	ADMINISTRATOR’S AUTHORITY 

  
 The Administrator shall have authority to make any and all necessary rules or regulations, binding upon all Employers and all Participants, to effectuate
the purpose of this Article. 
  

 65 








 IN WITNESS WHEREOF, this Plan has been executed the day and year first above written. 
  

			
	Moore Wallace North America, Inc.
		
	By	 	 /s/ Heidi J. Marnoch

	 	 	

	 	 	 EMPLOYER



  

 66 








 MOORE WALLACE NORTH AMERICA, INC. SAVINGS PLAN 
  
 APPENDIX A 
  
 DESIGNATIONS UNDER SECTION 1.16 
  

	I.	Effective July 1, 1984, all Employees who are employed by the Miami Export Unit of the Corporation shall not be Eligible Employees for purposes of participating in the Plan.
Effective September 1, 1995, however, all Employees who are employed by the Miami Export Unit of the Corporation shall be Eligible Employees for purposes of participating in the Plan. 

  

	II.	Effective July 1, 1984, all Employees who are employed by the Moore Data Management Services Division of the Corporation and who are covered by a collective bargaining agreement
between the Corporation and one of the following: Graphic Communication International Union Local #1B; Graphic Communication International Union Local #20; or Graphic Communication International Union Local #229, shall be deemed to be Eligible
Employees, but only for purposes of (1) Section 3 of the Plan; (2) Section 6.3 of the Plan (to the extent relating to Tax Deferred Contributions); and (3) the other provisions of the Plan, but only to the extent that (a) they relate to Tax Deferred
Contributions; or (b) their application to Employees generally is required by law. In no event shall Employees described in this Section II be eligible to receive, or to have their Accounts credited with, Employer Retirement Savings or Employer
Matching Contributions. 

  

	III.	All Employees (i) who became employed by the Moore Business Systems Division of the Corporation on or after January 1, 1985 (other than by reason of a transfer from another division
of the Corporation or from an Affiliate, the employees of which are Eligible Employees); or (ii) who were employed by the Genra Group, Inc. prior to its acquisition by the Corporation, shall be deemed to be Eligible Employees, but only for purposes
of (1) Section 3 and Section 4.2 of the Plan; (2) Section 6.3 of the Plan (to the extent relating to Tax Deferred Contributions or Employer Matching Contributions); and (3) the other provisions of the Plan, but only to the extent that (a) they
relate to Tax Deferred Contributions or Employer Matching Contributions; or (b) their application to Employees generally is required by law. In no event shall Employees described in this Section III be eligible to receive, or to have their Account
credited with, Employer Retirement Savings. 

  

	IV.	All Employees who are employed at the Modesto, California facility of the Corporation and who are covered by the collectively bargaining agreement between the Corporation and the
Printing Specialties and Paper Products Union, District Council No. 1 shall be deemed to be Eligible Employees, as follows: 

  

	 	(i)	Effective January 1, 1985, all such Employees shall be deemed to be Eligible Employees, but only for purposes of (1) Section 4.1 of the Plan and (2) the other provisions of the
Plan, to the extent that (a) they relate to Employer Retirement Savings, or (b) their application to Employees generally is required by law. 

  

	 	(ii)	Effective October 1, 1985, all such Employees shall be Eligible Employees for all purposes of the Plan. 

  










	V.	All Employees who are employed at the Denton, Texas facility of the Corporation and who are covered by the collective bargaining agreement between the Corporation and the Denton
Printing Specialties and Paper Product Union Local #575 shall be deemed to be Eligible Employees, as follows: 

  

	 	(i)	Effective January 1, 1985, all such Employees shall be deemed to be Eligible Employees, but only for purposes of (1) Section 4.1 of the Plan and (2) the other provisions of the
Plan, to the extent that (a) they relate to Employer Retirement Savings, or (b) their application to Employees generally is required by law. 

  

	 	(ii)	Effective January 1, 1986, all such Employees shall be Eligible Employees for all purposes of the Plan. 

  

	VI.	All Employees who are (i) employed at the Salem, Oregon or City of Industry, California facilities of the Employer, and (ii) covered by the collectively bargaining agreements
between the Corporation and the Printing Specialists and Paper Products Union (or the Graphic Communications International Union as its successor) shall be Eligible Employees under this Plan, effective as of January 1, 1987.


  

	VII.	Effective April 5, 1996, all employees who are employed by New England Programming Specialists, Inc. (“NEPS”) or who become employees of NEPS after such date shall be
deemed to be Eligible Employees for purposes of participating in the Plan. Such employees will not be given credit for any service prior to the effective date of April 5, 1996. 

  

	VIII.	Effective August 1, 1996, all employees of the Corporation who were formerly employees of On-Line Software, Inc., (“OLS”) and who become employees of the Corporation as of
such date shall deemed to be Eligible Employees for purposes of participating in the Plan. Such employees will not be given credit for any service prior to the effective date of August 1, 1996. In addition, the 90 day waiting period set forth in
Section 2.1(b) of the Plan is waived for such employees. 

  

	IX.	Effective September 1, 1996, all employees of the Corporation who were formerly employees of Aetna Print Group, (“Aetna”) and who became employees of the Corporation as of
such date shall be deemed to be Eligible Employees for purposes of participating in the Plan. Such employees will not be given credit for any service prior to the effective date of September 1, 1996. The 90 day waiting period set forth in Section
2.1(b) and the one Year of Service requirement for purposes of the Basic Employer Matching Contribution and Supplemental Employer Matching Contribution set forth in Section 4.2(c) are waived for such employees. 

  

	X.	Effective October 1, 1996, all employees of the Corporation who were formerly employees of the Boris Company and who became employees of the Corporation as of such date shall be
deemed to be Eligible Employees for purposes of participating in the Plan. Such employees will not be given credit for any service prior to the effective date of October 1, 1996. The 90 day waiting period set forth in Section 2.1(b) of the Plan is
waived for such employees. 

  










	XI.	Effective November 1, 1996, all employees of the Corporation who were formerly employees of U.S. Recognition (“USR”) and who became employees of the Corporation as of such
date shall be deemed to be Eligible Employees for purposes of participating in the Plan. Such employees will not be given credit for any service prior to the effective date of November 1, 1996. The 90 day waiting period set forth in Section 2.1(b)
of the Plan is waived for such employees. 

  

	XII.	Effective as of July 1, 1997 Employees employed at the Pressure Sensitive Systems Division’s Buffalo, New York plant shall be Eligible Employees for all purposes under the
Plan, and the provisions of the Plan shall apply in full to such Employees. For the 1997 Plan Year, the Supplemental Employer Matching Contribution, if any, with respect to the period ending June 30, 1997 shall be determined under the provisions of
the Plan in effect as of such date, and the Supplemental Employer Matching Contribution, if any, with respect to the remainder of the 1997 Plan Year shall be determined under the provisions of the Plan as amended and restated effective July 1, 1997.


  

	XIII.	Effective as of October 1, 1998, all Employees who were formerly employees of Phoenix Group, Inc. (“Phoenix”) and who became Employees of the Corporation as of such date
shall be deemed to be Eligible Employees. For such Employees, periods of employment with Phoenix prior to October 1, 1998 shall be counted as “Years of Vesting Service” under this Plan to the extent that it would have been counted if such
employment had been with the Corporation, but shall not other be counted under this Plan. 

  
 Note that the plan provisions contained in this appendix refer to provisions in prior versions of the plan document. 
  









 MOORE WALLACE NORTH AMERICA, INC. SAVINGS PLAN 
  
 APPENDIX B 
  
 Notwithstanding any of the provisions in the Moore Wallace North America, Inc. Savings Plan,
the following provisions shall apply: 
  
 Designation under Section 1.24

  
 Pursuant to Section 6.4(b), for those participants terminating prior to
January 1, 2004, who are subject to the vesting schedules listed therein, a forfeiture means that portion of a Participant’s Account that is not Vested, and occurs on the earlier of the last day of the: 
  

	 	(a)	the distribution of the entire Vested portion of a Terminated Participant’s Account, or 

  

	 	(b)	the last day of the Plan Year in which the Participant incurs five (5) consecutive 1-Year Breaks in Service. 

  
 Furthermore, for purposes of paragraph (a) above, in the case of a Terminated Participant
whose Vested benefit is zero, such Terminated Participant shall be deemed to have received a distribution of his Vested benefit upon his termination of employment. In addition, the term Forfeiture shall also include amounts deemed to be Forfeitures
pursuant to any other provision of the Plan. 
  
 Designation under Section
3.1 and 3.2 
  
 For purposes of determining an Employee’s service
under the Plan, service shall include, without duplication, all service that was recognized for the Participant under the Wallace Profit Sharing and Retirement Plan, the Moore North America, Inc. Savings Plan, or the Wallace Commercial Print 401(k)
Retirement Plan, as applicable (“Predecessor Plans”). In addition, for purposes of determining whether a Participant who was employed by an Employer prior to January 1, 2004 is eligible for employer matching contributions, if such Employee
was in a class eligible to participate in a Predecessor Plan that required a length of service shorter than that required under the Plan, such shorter length of service shall continue to apply to such Employee. 
  
 Designation under Section 3.7 
  
 If any Participant that was terminated prior to January 1, 2004 is rehired by any Affiliated
Employer after January 1, 2004, and the Participant’s account balance remains in the Plan at the time of rehire, the Participant will become 100% vested in all account balances and any new contributions made to the plan, after being rehired,
will also be 100% vested. 
  









 Designation under Section 4.1 
  
 (e) Peak Company Matching Contribution Accounts, Peak Company Prior Matching Contribution Accounts, and Peak Company Prior Profit Sharing
Contribution Accounts shall be established for each Participant whose account balances include such contributions. No further contributions shall be made to Peak Company Prior Matching Contribution Accounts or to Peak Company Prior Profit Sharing
Accounts. A Participant’s vested interest in his Peak Company Matching Contribution Account, Peak Company Prior Matching Contribution Account, or Peak Company Profit Sharing Contribution Account shall be determined in accordance with the
vesting schedule listed below for Peak Employees. Notwithstanding any other provision of the Plan to the contrary except this Section 4.1 and Section 6.15, Peak Company Matching Contributions and Peak Company Prior Matching Contributions shall be
treated as if they were Employer Matching Contributions. 
  
 Designation
under Section 4.2 
  
 Participants in the Wallace Profit Sharing and
Retirement Plan, the Moore North America, Inc. Savings Plan, or the Wallace Commercial Print 401(k) Retirement Plan who do not make an election otherwise under this plan, will have the elections under the respective prior plans apply under the Moore
Wallace North America, Inc. Savings Plan. Participants under the prior Wallace Profit Sharing and Retirement Plan and Wallace Commercial Print 401(k) Retirement Plan who did not affirmatively elect to receive cash or have a specified amount of
compensation contributed to the prior Plans automatically had their compensation reduced by 3% and 4% respectively. These contribution elections will continue to apply under the Moore Wallace North America, Inc. Savings Plan, unless the Participant
makes an election under this Plan to the contrary. 
  
 Designation under
Section 4.4(c) 
  
 Notwithstanding the foregoing or any other provision
of the Plan to the contrary, Forfeitures arising from Peak Company Matching Contributions or Peak Company Prior Profit Sharing Contributions shall be used to reduce future Peak Company Matching Contributions. 
  
 Designations under Section 6.4(b) 
  
 A Participant’s Matching Contribution Account and Supplemental Matching Contribution
Accounts for Participants in the Moore North America, Inc. Savings Plan who terminated prior to January 1, 2001, shall vest according to the following vesting schedule: 
  

				
	 Elective Months

	  	Percentage

	 
	 0-23 months
	  	0	%
	 24-35 months
	  	25	%
	 36-47 months
	  	50	%
	 48 months or more
	  	100	%

  









 “Elective Month” means, with respect to a Participant, an accounting month (which occurs subsequent to the
second accounting month of 1985) and includes a payroll period with respect to which a salary reduction contribution is made on behalf of the Participant. 
  
 Notwithstanding the above vesting schedule, for Participants that terminated prior to January 1, 2001, the following provisions shall apply: 
  

	 	(1)	a Participant’s interest in his Employer Retirement Savings Account shall be 100% vested upon his completion of five (5) or more Years of Service (prior to January 1, 1988, ten
(10) or more Years of Service). Prior to becoming 100% vested under item (5) below, a Participant shall not become vested in his Employer Retirement Savings Account under the other provisions, except item (4) listed below; 


 

	 	(2)	any Participant who completes five (5) Years of Service shall be 100% vested (ten (10) Years of Service prior to January 1, 1988); 

  

	 	(3)	if a Participant terminated employment as a result of the transfer of assets to Electronic Data Systems Corporation on September 30, 1994, such Participant’s account shall be
100% vested at the time of such transfer; 

  

	 	(4)	all persons who were employees of the Data Management Services Division of the Employer as of December 16, 1999 (as determined by the Employer) shall be 100% vested at the time of
such transfer; 

  

	 	(5)	any Participant who was employed by the Employer on or after January 1, 2001 shall be 100% vested in his Matching Contribution Account and Supplemental Matching Contribution
Account. 

  
 Matching Contribution Accounts or Prior Profit Sharing
Accounts for employees of Peak Technologies, Inc. who were Participants in the Moore North America, Inc. Savings Plan and who terminated prior to January 1, 2004, shall vest according to the following vesting schedule: 
  

				
	 Years of Vesting Service

	  	Percentage

	 
	 Less than one
	  	0	%
	 One but less than two
	  	20	%
	 Two but less than three
	  	40	%
	 Three but less than four
	  	60	%
	 Four but less than five
	  	80	%
	 Five or more
	  	100	%

  
 A Participant’s vested interest
in his Peak Company Prior Matching Contributions Accounts shall be 100%. 
  









 For any Participant who terminated prior to May 15, 2003, and was a Participant in the Wallace Commercial Print 401(k)
Retirement Plan, the following vesting schedule should apply to the Participant’s Employer Account and/or Trustee Transfer Account: 
  

				
	 Years of Vesting Service

	  	Percentage

	 
	 One but less than two
	  	20	%
	 Two but less than three
	  	40	%
	 Three but less than four
	  	60	%
	 Four but less than five
	  	80	%
	 Five or more
	  	100	%

  
 For any Participant who terminated
prior to January 1, 2001, and was a Participant in the Wallace Profit Sharing and Retirement Plan, the following vesting schedule should apply to the Participant’s Employer Account and/or Trustee Transfer Account: 
  

				
	 Years of Vesting Service

	  	Percentage

	 
	 Less than two
	  	0	%
	 Two but less than three
	  	10	%
	 Three but less than four
	  	20	%
	 Four but less than five
	  	40	%
	 Five but less than six
	  	60	%
	 Six but less than seven
	  	80	%
	 Seven or more
	  	100	%

  
 For any Participant who terminated
prior to May 15, 2003, but after January 1, 2001, and was a Participant in the Wallace Profit Sharing and Retirement Plan, the following vesting schedule should apply to the Participant’s Employer Account and/or Trustee Transfer Account:

  

				
	 Years of Vesting Service

	  	Percentage

	 
	 One but less than two
	  	20	%
	 Two but less than three
	  	40	%
	 Three but less than four
	  	60	%
	 Four but less than five
	  	80	%
	 Five or more
	  	100	%

  
 However, if the vesting schedule of
the Wallace Profit Sharing and Retirement Plan and the Wallace Commercial Print 401(k) Retirement Plan from which the Trustee Transfer Account originated (the prior schedule) is more favorable, the vested percentage of the Participant’s Trustee
Transfer Account shall be determined under the prior schedule. 
  









 Addition of Section 6.14 
  
 SPECIAL PROVISIONS REGARDING PARTICIPANTS IN THE PEAK TECHNOLOGIES, INC. 401(K) RETIREMENT PLAN 
  

	 	(a)	A Participant shall retain the right to elect any in-service withdrawal option required to be protected under Section 411(d)(6) of the Code with respect to account balances
transferred to the Plan pursuant to the merger of the Peak Plan into the Moore North America, Inc. Savings Plan and earnings thereon (the “Peak Account Balances”) including, but not limited to, in-service withdrawals at age 65 as follows:


  

	 	(i)	A Participant who has been a Participant in the Peak Plan and the Plan for 5 or more years may withdraw up to the entire vested portion of his Peak Account Balances.


  

	 	(ii)	A Participant who has been a Participant in the Peak Plan and the Plan for less than 5 years may withdraw only the amount which has been in the Participant’s Peak Account
Balances for at least 2 full Plan Years, measured from the date such contributions were allocated. Notwithstanding the foregoing, if the distribution is on account of hardship, such amounts may be withdrawn in accordance with Section 6.11.


  

	 	(b)	Distributions to terminated Participants or to Beneficiaries made prior to July 1, 2002, with respect solely to his Peak Account Balances, provided that the Participant’s
vested account balances under the Plan exceeds $5,000, may be made, at the election of the Participant, in one or more of the following forms of payment: 

  

	 	(1)	a single sum payment; or 

  

	 	(2)	installment payments over a period not to exceed the life expectancy of the Participant or the joint and last survivor expectancy of the Participant and his beneficiary.


  
 Distributions made to terminated Participants or to
Beneficiaries on or after July 1, 2002 but before January 1, 2004 shall be made only in a single sum. The removal of the installment form of payment during this period is made in accordance with IRS Reg. Sec. 1.411(d)-4. 
  
 Addition to Section 7.4 
  
 Not withstanding anything in this section to the contrary, any loans made prior to the date
this plan is adopted, that were transferred into this plan, shall be subject to the terms of the plan in effect at the time such loan was taken. 
  









 AMENDMENT NUMBER ONE TO 
  
 THE MOORE WALLACE NORTH AMERICA, INC. 
  
 SAVINGS PLAN 
  
 AMENDMENT OF THE PLAN FOR EGTRRA, 
 REVENUE
RULING 2002-27 AND 
 REVENUE PROCEDURE 2002-29 
  









 AMENDMENT NUMBER ONE TO 
 THE MOORE WALLACE NORTH AMERICA, INC. 
 SAVINGS PLAN 
  
 AMENDMENT OF THE PLAN FOR EGTRRA, 
 REVENUE RULING 2002-27 AND 
 REVENUE PROCEDURE
2002-29 
  
 BY THIS AGREEMENT, Moore Wallace North America, Inc.
Savings Plan (herein referred to as the Plan) is hereby amended as follows: 
  
 ARTICLE I 
 PREAMBLE 
  

1.1 Adoption and effective date of amendment. This amendment of the Plan is adopted to reflect certain provisions of the Economic Growth and Tax Relief Reconciliation
Act of 2001 (EGTRRA), the model amendment of Revenue Ruling 2002-27 and the model amendment of Revenue Procedure 2002-29. This amendment is intended as good faith compliance with the requirements of EGTRRA, the model amendment of Revenue Ruling
2002-27 and the model amendment of Revenue Procedure 2002-29 and is to be construed in accordance with EGTRRA, the model amendment of Revenue Ruling 2002-27 and the model amendment of Revenue Procedure 2002-29 and guidance issued thereunder. Except
as otherwise provided, this amendment shall be effective January 1, 2004. 
  
 1.2
Supersession of inconsistent provisions. This amendment shall supersede the provisions of the Plan to the extent those provisions are inconsistent with the provisions of this amendment. 
  
 ARTICLE II 
 LIMITATIONS ON CONTRIBUTIONS 
  
 2.1 Effective date. This Article shall
be effective for “limitation years” beginning on and after January 1, 2004. 
  
 2.2 Maximum annual addition. Except to the extent permitted under Article IX of this amendment and Code Section 414(v), the “annual addition” that may be contributed or allocated to a Participant’s account under the Plan for
any “limitation year” shall not exceed the lesser of: 
  
 (a) $40,000, as adjusted for increases in the cost-of-living under Code Section 415(d), or 
  
 (b) one-hundred percent (100%) of the Participant’s “415 Compensation” for the “limitation year.” 
  

 1 








 The “415 Compensation” limit referred to in (b) shall not apply to any contribution for medical
benefits after separation from service (within the meaning of Code Section 401 (h) or Code Section 419A(f)(2)) which is otherwise treated as an “annual addition.” 
  
 ARTICLE III 
 INCREASE IN COMPENSATION LIMIT 
  
 The annual
Compensation of each Participant taken into account in determining allocations for any Plan Year beginning on and after January 1, 2004, shall not exceed $200,000, as adjusted for cost-of-living increases in accordance with Code Section
401(a)(17)(B). 
  
 ARTICLE IV 
 MODIFICATION OF TOP-HEAVY RULES 
  
 4.1 Effective date. This Article shall apply for purposes of determining whether the Plan is a top-heavy plan under Code Section 416(g) for Plan Years beginning on and
after January 1, 2004, and whether the Plan satisfies the minimum benefits requirements of Code Section 416(c) for such years. This Article amends Article VIII of the Plan. 
  
 4.2 Determination of top-heavy status. 
  
 (a) Key employee. Key employee means any Employee or former Employee (including any deceased Employee) who at any time during the Plan
Year that includes the determination date was an officer of the Employer having “415 Compensation” greater than $130,000 (as adjusted under Code Section 416(i)(l) for Plan Years beginning after December 31, 2002), a 5-percent owner of the
Employer, or a 1-percent owner of the Employer having “415 Compensation” of more than $150,000. The determination of who is a key employee will be made in accordance with Code Section 416(i)(l) and the applicable regulations and other
guidance of general applicability issued thereunder. 
  
 (b) Determination of present values and amounts. This section (b) shall apply for purposes of determining the present values of accrued benefits and the amounts of account balances of Employees as of the determination date. 
  
 (1) Distributions during year ending on the determination date. The present
values of accrued benefits and the amounts of account balances of an Employee as of the determination date shall be increased by the distributions made with respect to the Employee under the Plan and any plan aggregated with the Plan under Code
Section 416(g)(2) during the 1-year period ending on the determination date. The preceding sentence shall also apply to distributions under a terminated plan which, had it not been terminated, would have been aggregated with the Plan under Code
Section 416(g)(2)(A)(i). In the case of a distribution made for a reason other than separation from service, death, or disability, this provision shall be applied by substituting “5-year period” for “1-year period.” 

 
 (2) Employees not performing services during year ending on the
determination date. The accrued benefits and accounts of any individual who has not performed services for the Employer during the 1-year period ending on the determination date shall not be taken into account. 
  

 2 








 4.3 Minimum benefits. Employer matching contributions shall be taken into account for purposes of satisfying the minimum
contribution requirements of Code Section 416(c)(2) and the Plan. The preceding sentence shall apply with respect to matching contributions under the Plan or, if the Plan provides that the minimum contribution requirement shall be met in another
plan, such other plan. Employer matching contributions that are used to satisfy the minimum contribution requirements shall be treated as matching contributions for purposes of the actual contribution percentage test and other requirements of Code
Section 401(m). 
  
 ARTICLE V 
 DIRECT ROLLOVERS OF PLAN DISTRIBUTIONS 
  
 5.1 Effective date. This Article shall apply to distributions made on and after January 1, 2004. 
  
 5.2 Modification of definition of eligible retirement plan. For purposes of the direct rollover provisions in Section 6.13 p.53 of the Plan,
an eligible retirement plan shall also mean an annuity contract described in Code Section 403(b) and an eligible plan under Code Section 457(b) which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a
state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from this Plan. The definition of eligible retirement plan shall also apply in the case of a distribution to a surviving spouse,
or to a spouse or former spouse who is the alternate payee under a qualified domestic relation order, as defined in Code Section 414(p). 
  
 5.3 Modification of definition of eligible rollover distribution to exclude hardship distributions. For purposes of the direct rollover provisions in Section 6.13 p.53 of
the Plan, any amount that is distributed on account of hardship shall not be an eligible rollover distribution and the distributee may not elect to have any portion of such a distribution paid directly to an eligible retirement plan. 
  
 5.4 Modification of definition of eligible rollover distribution to include after-tax
Employee contributions. For purposes of the direct rollover provisions in Section 6.13 p.53 of the Plan, a portion of a distribution shall not fail to be an eligible rollover distribution merely because the portion consists of after-tax Employee
contributions which are not includible in gross income. However, such portion may be transferred only to an individual retirement account or annuity described in Code Section 408(a) or (b), or to a qualified defined contribution plan described in
Code Section 401 (a) or 403 (a) that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is not
so includible. 
  
 ARTICLE VI 
 ROLLOVERS FROM OTHER PLANS 
  
 The Administrator, operationally and on a nondiscriminatory basis, may limit the source of rollover contributions that may be accepted by this Plan.

  

 3 








 ARTICLE VII 
 ROLLOVERS DISREGARDED IN INVOLUNTARY CASH-OUTS 
  
 7.1 Applicability and effective date. This Article applies to rollover contributions and involuntary cash-outs, and shall be effective with respect to distributions made on and after January 1, 2004 with respect to Participants who separate
from service on or after January 1, 2004. 
  
 7.2 Rollovers disregarded in
determining value of account balance for involuntary distributions. For purposes of the Sections of the Plan that provide for the involuntary distribution of Vested accrued benefits of $5,000 or less, the value of a Participant’s nonforfeitable
account balance shall be determined without regard to that portion of the account balance that is attributable to rollover contributions (and earnings allocable thereto) within the meaning of Code Sections 402(c), 403(a)(4), 403(b)(8),
408(d)(3)(A)(ii), and 457(e)(16). If the value of the Participant’s nonforfeitable account balance as so determined is $5,000 or less, then the Plan shall immediately distribute the Participant’s entire nonforfeitable account balance.

  
 ARTICLE VIII 
 REPEAL OF MULTIPLE USE TEST 
  
 The multiple use test described in Treasury Regulation Section 1.401(m)-2 and Section 4.7(a)(2) p.30 of the Plan shall not apply for Plan Years beginning
after December 31, 2001. 
  
 ARTICLE IX 
 CATCH-UP CONTRIBUTIONS 
  
 9.1 Effective date. This Article shall apply to catch-up contributions made on and after January 1, 2004. 
  
 9.2 Applicability. All Employees who are eligible to make salary reductions under this Plan and who are projected to attain age 50 before
the end of a calendar year shall be eligible to make catch-up contributions as of the January 1st of that calendar year 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)(ll), 401(k)(12), 410(b), or 416, as applicable, by reason of the making of such catch-up contributions. 
  
 9.3 Matching contributions. Notwithstanding anything in the Plan to the contrary, catch-up contributions shall not be matched. 
  
 ARTICLE X 
 SUSPENSION PERIOD FOLLOWING HARDSHIP DISTRIBUTION 
  
 A Participant who, on and after January 1, 2004, receives a hardship distribution pursuant to Regulation 1.401(k)-l(d)(2)(iv) of elective deferrals, shall
be prohibited from making elective deferrals and after-tax Employee contributions under this Plan and all other plans maintained by the Employer for six (6) months after receipt of the hardship distribution. 
  

 4 








 ARTICLE XI 
 DISTRIBUTION UPON SEVERANCE FROM EMPLOYMENT 
  
 11.1. Effective date. This Article shall apply for distributions occurring on and after January 1, 2002 for severance from employment occurring on or after January 1, 2002. 
  
 11.2. New distributable event. A Participant’s Elective Contributions and earnings attributable to these contributions shall be
distributed on account of the Participant’s severance from employment. However, such a distribution shall be subject to the other provisions of the Plan regarding distributions, other than provisions that require a separation from service
before such amounts may be distributed. 
  
 ARTICLE XII 

MODEL AMENDMENT UNDER REVENUE PROCEDURE 2002-29 
 MINIMUM DISTRIBUTION REQUIREMENTS 
  
 12.1 General Rules. 
  
 (a) Effective Date. The provisions of this Article will
apply for purposes of determining required minimum distributions for calendar years beginning with the 2003 calendar year. 
  
 (b) Precedence. The requirements of this Article will take precedence over any inconsistent provisions of the Plan. 
  
 (c) Requirements of Treasury Regulations Incorporated. All
distributions required under this Article will be determined and made in accordance with the Treasury regulations under Code Section 401(a)(9). 
  
 12.2 Time and Manner of Distribution. 
  
 (a) Required Beginning Date. The Participant’s entire interest will be distributed, or begin to be distributed, to the Participant no
later than the Participant’s required beginning date. 
  
 (b) Death of Participant Before Distributions Begin. If the Participant dies before distributions begin, the Participant’s entire interest will be distributed, or begin to be distributed, no later than as
follows: 
  
 (1) If the Participant’s surviving spouse is
the Participant’s sole designated Beneficiary, then, except as provided in Section 12.2(b)(3), distributions to the surviving spouse will begin by December 31st of the calendar year immediately following the calendar year in which the
Participant died, or by December 31st of the calendar year in which the Participant would have attained age 70 1/2, if later. 
  

 5 








 (2) If the Participant’s surviving spouse is not the Participant’s sole designated Beneficiary,
then, except as provided in Section 12.2(b)(3), distributions to the designated Beneficiary will begin by December 31st of the calendar year immediately following the calendar year in which the Participant died. 
  
 (3) If the Participant dies before distributions begin and there is a
designated Beneficiary, distribution to the designated Beneficiary is not required to begin by the date specified in Section 12.2(b), but the Participant’s entire interest will be distributed to the designated Beneficiary by December 31st of
the calendar year containing the fifth anniversary of the Participant’s death. If the Participant’s surviving spouse is the Participant’s sole designated Beneficiary and the surviving spouse dies after the Participant but before
distributions to either the Participant or the surviving spouse begin, then this Section 12.2(b)(3) will apply as if the surviving spouse were the Participant. This Section 12.2(b)(3) will apply to all distributions. 
  
 (4) If there is no designated Beneficiary as of September 30th of the year
following the year of the Participant’s death, the Participant’s entire interest will be distributed by December 31st of the calendar year containing the fifth anniversary of the Participant’s death. 
  
 (5) If the Participant’s surviving spouse is the Participant’s
sole designated Beneficiary and the surviving spouse dies after the Participant but before distributions to the surviving spouse begin, this Section 12.2(b), other than Section 12.2(b)(l), will apply as if the surviving spouse were the Participant.

  
 For purposes of this Section 12.2(b) and
Section 12.4, unless Section 12.2(b)(5) applies, distributions are considered to begin on the Participant’s required beginning date. If Section 12.2(b)(5) applies, distributions are considered to begin on the date distributions are required to
begin to the surviving spouse under Section 12.2(b)(l). 
  
 (c) Form of Distribution. Unless the Participant’s interest is distributed in a single sum on or before the required beginning date, as of the first distribution calendar year distributions will be made in
accordance with Sections 12.3 and 12.4 of this Article. 
  
 12.3 Required Minimum
Distributions During Participant’s Lifetime. 
  
 (a) Amount of Required Minimum Distribution For Each Distribution Calendar Year. During the Participant’s lifetime, the minimum amount that will be distributed for each distribution calendar year is the lesser of: 
  
 (1) the quotient obtained by dividing the Participant’s account balance
by the distribution period in the Uniform Lifetime Table set forth in Section 1.401(a)(9)-9 of the Treasury regulations, using the Participant’s age as of the Participant’s birthday in the distribution calendar year; or 
  

 6 








 (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 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. 
  
 (b) Lifetime Required Minimum Distributions Continue Through Year of Participant’s Death. Required minimum distributions will be
determined under this Section 12.3 beginning with the first distribution calendar year and up to and including the distribution calendar year that includes the Participant’s date of death. 
  
 12.4 Required Minimum Distributions After Participant’s Death, 
  
 (a) Death On or After Date Distributions Begin. 
  
 (1) Participant Survived by Designated Beneficiary. If the Participant dies
on or after the date distributions begin and there is a designated Beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the
Participant’s account balance by the longer of the remaining life expectancy of the Participant or the remaining life expectancy of the Participant’s designated Beneficiary, determined as follows: 
  
 (i) The Participant’s remaining life expectancy is calculated using
the age of the Participant in the year of death, reduced by one for each subsequent year. 
  
 (ii) If the Participant’s surviving spouse is the Participant’s sole designated Beneficiary, the remaining life expectancy of the surviving spouse is calculated for each distribution calendar year after the
year of the Participant’s death using the surviving spouse’s age as of the spouse’s birthday in that year. For distribution calendar years after the year of the surviving spouse’s death, the remaining life expectancy of the
surviving spouse is calculated using the age of the surviving spouse as of the spouse’s birthday in the calendar year of the spouse’s death, reduced by one for each subsequent calendar year. 
  
 (iii) If the Participant’s surviving spouse is not the
Participant’s sole designated Beneficiary, the designated Beneficiary’s remaining life expectancy is calculated using the age of the beneficiary in the year following the year of the Participant’s death, reduced by one for each
subsequent year. 
  
 (2) No Designated Beneficiary. If the
Participant dies on or after the date distributions begin and there is no designated Beneficiary as of September 30th of the year after the year of the Participant’s death, the minimum amount that will be distributed for each distribution
calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s account balance by the 

  

 7 








 
Participant’s remaining life expectancy calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.

  
 (b) Death Before Date Distributions Begin. 
  
 (1) Participant Survived by Designated Beneficiary. Except as provided in
Section 12.4(b)(2), if the Participant dies before the date distributions begin and there is a designated Beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is
the quotient obtained by dividing the Participant’s account balance by the remaining life expectancy of the Participant’s designated Beneficiary, determined as provided in Section 12.4(a). 
  
 (2) If the Participant dies before distributions begin and there is a
designated Beneficiary, distribution to the designated Beneficiary is not required to begin by the date specified in Section 12.2(b), but the Participant’s entire interest will be distributed to the designated Beneficiary by December 31st of
the calendar year containing the fifth anniversary of the Participant’s death. If the Participant’s surviving spouse is the Participant’s sole designated Beneficiary and the surviving spouse dies after the Participant but before
distributions to either the Participant or the surviving spouse begin, then this Section 12.4(b)(2) will apply as if the surviving spouse were the Participant. This Section 12.4(b)(2) will apply to all distributions. 
  
 (3) No Designated Beneficiary. If the Participant dies before the date
distributions begin and there is no designated Beneficiary as of September 30th of the year following the year of the Participant’s death, distribution of the Participant’s entire interest will be completed by December 31st of the calendar
year containing the fifth anniversary of the Participant’s death. 
  
 (4) Death of Surviving Spouse Before Distributions to Surviving Spouse Are Required to Begin. If the Participant dies before the date distributions begin, the Participant’s surviving spouse is the Participant’s sole designated
Beneficiary, and the surviving spouse dies before distributions are required to begin to the surviving spouse under Section 12.2(b)(l), this Section 12.4(b) will apply as if the surviving spouse were the Participant. 
  
 12.5 Definitions. 
  
 (a) Designated Beneficiary. The individual who is designated as the Beneficiary under Section 1.6 p.l of the
Plan and is the designated Beneficiary under Code Section 401(a)(9) and section 1.401(a)(9)-l, Q&A-4, of the Treasury regulations. 
  
 (b) Distribution calendar year. A calendar year for which a minimum distribution is required. For distributions beginning before the
Participant’s death, the first distribution calendar year is the calendar year immediately preceding the calendar year which contains the Participant’s required beginning date. For distributions beginning after the Participant’s
death, the first distribution calendar year is the calendar year in which distributions are required to begin under Section 12.2(b). The required minimum 

  

 8 








 
distribution for the Participant’s first distribution calendar year will be made on or before the Participant’s required beginning date. The
required minimum distribution for other distribution calendar years, including the required minimum distribution for the distribution calendar year in which the Participant’s required beginning date occurs, will be made on or before December
31st of that distribution calendar year. 
  
 (c)
Life expectancy. Life expectancy as computed by use of the Single Life Table in section 1.401(a)(9)-9 of the Treasury regulations. 
  
 (d) Participant’s account balance. The account balance as of the last valuation date in the calendar year immediately preceding the
distribution calendar year (valuation calendar year) increased by the amount of any contributions made and allocated or forfeitures allocated to the account balance as of dates in the valuation calendar year after the valuation date and decreased by
distributions made in the valuation calendar year after the valuation date. The account balance for the valuation calendar year includes any amounts rolled over or transferred to the plan either in the valuation calendar year or in the distribution
calendar year if distributed or transferred in the valuation calendar year. 
  
 (e) Required beginning date. The date specified in Sections 6.5(d) p.48 and 6.6(b) p.50 of the Plan. 
  
 ARTICLE XIII 
 MODEL AMENDMENT UNDER REVENUE
RULING 2002-27 
 COMPENSATION 
  
 13.1 Effective date. This Article shall apply to Plan Years and “limitation years” beginning on and after January 1, 2004. 
  
 13.2 For purposes of the definition of compensation under the Plan that includes a reference
to amounts under Code Section 125, amounts under Code Section 125 include any amounts not available to a Participant in cash in lieu of group health coverage because the Participant is unable to certify that he or she has other health coverage. An
amount will be treated as an amount under Code Section 125 only if the Employer does not request or collect information regarding the Participant’s other health coverage as part of the enrollment process for the health plan. 
  

 9 








 IN WITNESS WHEREOF, this Amendment has been executed this 28th day of Dec., 2003. 
  

	
	 Moore Wallace North America, Inc.

	
	 /s/ Heidi J. Marnoch

	

	 EMPLOYER



  

 10 








 AMENDMENT NUMBER TWO TO 
 MOORE WALLACE NORTH AMERICA, INC. SAVINGS PLAN 
  
 WHEREAS, Moore Wallace North America, Inc. (the “Corporation”) established the Moore Wallace North America, Inc. Savings Plan (the “Plan”), effective as of January 1, 2004 (the “Effective
Date”), for the benefit of its eligible employees; and 
  
 WHEREAS, effective as of the Effective Date, the Moore North America, Inc., Savings Plan, the Wallace Commercial Print 401(k) Retirement Plan and the Wallace Computer Services, Inc. Profit Sharing and Retirement Plan (together the
“Predecessor Plans”) were merged into the Plan; and 
  
 WHEREAS, immediately prior to the Effective Date, each of the Predecessor Plans had in place its own contractual arrangements for trustee, custodial, recordkeeping, administration, investment fund provider and/or investment management
services; and 
  
 WHEREAS, the Corporation considers it desirable
to amend the Plan to permit the continuation of such Predecessor Plan arrangements for a period after the Effective Date, as set forth herein; 
  
 NOW, THEREFORE, the Corporation hereby amends the Plan, effective January 1, 2004, as follows: 
  
 1. There shall be established a Transition Period (as defined below) during
which the trustee, custodial, recordkeeping, administration, investment fund provider and/or investment management service arrangements in place under each of the Predecessor Plans immediately prior to the Effective Date will remain in effect for
(i) participants in the Plan who actively participated in such Predecessor Plan immediately prior to the Effective Date and (ii) participants who become active participants in the Plan after the Effective Date, but who would have been in a class of
eligible employees under such Predecessor Plan (based on the eligibility rules of the Predecessor Plan immediately prior to the Effective Date). For purposes hereof, Transition Period shall mean the period commencing on the Effective Date and ending
on such date as determined by the Management Pension Committee of the Corporation at which all Plan participants will operate under a uniform trustee, custodial, recordkeeping, administration and investment structure. 
  
 2. During the Transition Period, any provision of the Plan that provides or
suggests that the Plan cannot maintain separate and distinct trustee, custodial, recordkeeping, administration, investment fund provider and/or investment management services arrangements for the group of participants previously eligible under the
terms of each Predecessor Plan (including, without limitation the uniform and nondiscriminatory requirement of Section 4.13 with respect to directed investment account procedures) is hereby deemed amended consistent with the above provision, and all
powers granted to 

  









 
the Company and the Administrator with respect to the trustee, custodial, recordkeeping, administration, investment fund provider and/or investment
management service arrangements of the Plan shall be deemed to apply to such separate arrangements. 
  
 3. The Management Pension Committee of the Corporation is authorized to take all such actions and execute any documents on behalf of the Plan as may be
necessary, appropriate or advisable to effectuate the foregoing amendments, which actions shall include, without limitation, accepting the assignment at the appropriate time of any agreements or arrangements with service providers to the Predecessor
Plans, including those relating to trustee, custodial, recordkeeping, administration, investment fund provider and/or investment management services. 
  
 4. Notwithstanding anything herein to the contrary, at all times during the Transition Period, all of the assets of the Plan, whether held in one or more
trusts, shall be available to pay benefits to Plan participants and their beneficiaries. 
  

	
	 /s/ Heidi J. Marnoch

	

	 Heidi J. Marnoch
 Management Pension Committee Chairman

	
	12/28/03
	

	 Dated



  









 AMENDMENT NUMBER THREE TO 
 MOORE WALLACE NORTH AMERICAN, INC. SAVINGS PLAN 
  
 WHEREAS, Moore Wallace North America, Inc. (the “Corporation”) established the Moore Wallace North America, Inc. Savings Plan (the
“Plan”), effective as of January 1, 2004 (the “Effective Date”) for the benefit of its eligible employees; and 
  
 WHEREAS, pursuant to Section 7.1 of the Plan, the Corporation shall have the right to amend the Plan; and 
  
 WHEREAS, the Corporation and R.R. Donnelley & Sons Company (“R.R.
Donnelley”) have entered into a combination agreement dated as of November 8, 2003 pursuant to which R.R. Donnelley has agreed to acquire all of the issued and outstanding common shares of the Corporation by offering holders of the Corporation
common shares 0.63 of a share of R.R. Donnelley common stock for each Corporation common share pursuant to a plan of arrangement (the “Arrangement”); and 
  
 WHEREAS, the Corporation now desires to amend the Plan to reflect certain changes that will become effective upon the time
of the Arrangement; 
  
 NOW, THEREFORE, the Corporation hereby
amends the Plan as follows: 
  
 1. Section
1.16 of the Plan is hereby amended, effective February 27, 2004, by adding the following paragraph to the end thereof: 
  
 Employees of the Company who were employed at a facility or location that was formerly owned or operated by Litho Industries Inc. (“Litho
Facility”) prior to February 27, 2004, shall not be eligible to participate in the Plan. Employees of the Company who are first hired following February 27, 2004 to work in a Litho Facility shall also not be eligible to participate in the Plan.
Employees who are Eligible Employees prior to February 27, 2004, and are thereafter transferred to a Litho Facility will remain Eligible Employees. 
  
 2. Section 1.18 of the Plan is hereby amended, effective upon the time of the Arrangement, by adding the following sentence to the
end thereof: 
  
 Solely for purposes of the references to
“Employer stock” in Section 4.13, the term “Employer” shall also to be deemed to include R.R. Donnelley and Sons Company. 
  
 3. In all other respects, the Plan shall remain unchanged. 
  

	
	 
	
	/S/    HEIDI J. MARNOCH
	

	 Heidi J. Marnoch
 Management Pension Committee Chairman

	
	 2/26/04

	

	 Dated