rsopplandoc.htm


    

       6-9-2009

      


      


      


      


      


      


      


      


      


      


      


      


      MINNESOTA
POWER AND AFFILIATED COMPANIES

      RETIREMENT
SAVINGS AND STOCK OWNERSHIP PLAN

      


      


      


      (Amendment
and Restatement Effective January 1, 2009)

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      MINNESOTA
POWER AND AFFILIATED COMPANIES

      RETIREMENT
SAVINGS AND STOCK OWNERSHIP PLAN

      


      


      Table of
Contents

      


      
        	
                ARTICLE
      I

              	 
      	
                GENERAL

              	
                1

              
	
                Sec.
      1.1

              	 
      	
                Name
      of Plan

              	
                1

              
	
                Sec.
      1.2

              	 
      	
                Purpose

              	
                1

              
	
                Sec.
      1.3

              	 
      	
                Background
      and Effective Dates

              	
                1

              
	
                Sec.
      1.4

              	 
      	
                Company

              	
                1

              
	
                Sec.
      1.5

              	 
      	
                Construction
      and Applicable Law

              	
                1

              
	
                Sec.
      1.6

              	 
      	
                Transition
      Rules

              	
                2

              
	 
      	 
      	 
      	 
      
	
                ARTICLE
      II

              	 
      	
                DEFINITIONS

              	
                3

              
	
                Sec.
      2.1

              	 
      	
                Account

              	
                3

              
	
                Sec.
      2.2

              	 
      	
                Active
      Participant

              	
                3

              
	
                Sec.
      2.3

              	 
      	
                Administrative
      Delegate

              	
                3

              
	
                Sec.
      2.4

              	 
      	
                After
      Tax Contributions

              	
                3

              
	
                Sec.
      2.5

              	 
      	
                Aggregate
      Continuous Service

              	
                3

              
	
                Sec.
      2.6

              	 
      	
                Annual
      Pay

              	
                3

              
	
                Sec.
      2.7

              	 
      	
                Bargaining
      Unit Employee

              	
                4

              
	
                Sec.
      2.8

              	 
      	
                Before
      Tax Contributions

              	
                4

              
	
                Sec.
      2. 9

              	 
      	
                Beneficiary

              	
                4

              
	
                Sec.
      2.10

              	 
      	
                Code

              	
                4

              
	
                Sec.
      2.11

              	 
      	
                Committee

              	
                4

              
	
                Sec.
      2.12

              	 
      	
                Common
      Control

              	
                4

              
	
                Sec.
      2.13

              	 
      	
                Company
      Stock

              	
                4

              
	
                Sec.
      2.14

              	 
      	
                Employment
      Commencement Date

              	
                4

              
	
                Sec.
      2.15

              	 
      	
                ERISA

              	
                5

              
	
                Sec.
      2.16

              	 
      	
                ESOP

              	
                5

              
	
                Sec.
      2.17

              	 
      	
                Exempt
      Loan

              	
                5

              
	
                Sec.
      2.18

              	 
      	
                Flexible
      Compensation Program

              	
                6

              
	
                Sec.
      2.19

              	 
      	
                Fund

              	
                6

              
	
                Sec.
      2.20

              	 
      	
                Group
      I Participant

              	
                6

              
	
                Sec.
      2.21

              	 
      	
                Group
      II Participant

              	
                7

              
	
                Sec.
      2.22

              	 
      	
                Highly
      Compensated Employe

              	
                7

              
	
                Sec.
      2.23

              	 
      	
                Leased
      Employee

              	
                7

              
	
                Sec.
      2.24

              	 
      	
                Named
      Fiduciary

              	
                7

              
	
                Sec.
      2.25

              	 
      	
                Non-Bargaining
      Unit Employee

              	
                7

              
	
                Sec.
      2.26

              	 
      	
                Non-Highly
      Compensated Employee

              	
                8

              
	
                Sec.
      2.27

              	 
      	
                Normal
      Retirement Age

              	
                8

              
	
                Sec.
      2.28

              	 
      	
                Participant

              	
                8

              
	
                Sec.
      2.29

              	 
      	
                Participating
      Employer

              	
                8

              
	
                Sec.
      2.30

              	 
      	
                Partnership
      Allocation

              	
                8

              
	
                Sec.
      2.31

              	 
      	
                Period
      of Continuous Service

              	
                8

              
	
                Sec.
      2.32

              	 
      	
                Periodic
      Pay

              	
                8

              
	
                Sec.
      2.33

              	 
      	
                Plan
      Year

              	
                8

              
	
                Sec.
      2.34

              	 
      	
                Qualified
      Employee

              	
                8

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                Sec.
      2.35

              	 
      	
                Recognized
      Break in Service

              	
                9

              
	
                Sec.
      2.36

              	 
      	
                Results
      Sharing Award

              	
                9

              
	
                Sec.
      2.37

              	 
      	
                Retirement
      Plan A

              	
                9

              
	
                Sec.
      2.38

              	 
      	
                Retirement
      Plan B

              	
                9

              
	
                Sec.
      2.37

              	 
      	
                Rollover
      Contributions

              	
                9

              
	
                Sec.
      2.38

              	 
      	
                Roth
      401(k) Contributions

              	
                9

              
	
                Sec.
      2.39

              	 
      	
                Salary

              	
                9

              
	
                Sec.
      2.40

              	 
      	
                Supplemental
      Retirement Plan

              	
                10

              
	
                Sec.
      2.41

              	 
      	
                Termination
      of Employment

              	
                10

              
	
                Sec.
      2.42

              	 
      	
                Testing
      Wages

              	
                10

              
	
                Sec.
      2.43

              	 
      	
                Total
      Disability

              	
                10

              
	
                Sec.
      2.44

              	 
      	
                Trust
      Agreement

              	
                10

              
	
                Sec.
      2.45

              	 
      	
                Trustee

              	
                11

              
	
                Sec.
      2.48

              	 
      	
                Unallocated
      Reserve

              	
                11

              
	
                Sec.
      2.49

              	 
      	
                Valuation
      Date

              	
                11

              
	 
      	 
      	 
      	 
      
	
                ARTICLE
      III

              	 
      	
                PLAN
      PARTICIPATION

              	
                12

              
	
                Sec.
      3.1

              	 
      	
                Eligibility
      for Participation

              	
                12

              
	
                Sec.
      3.2

              	 
      	
                Duration
      of Participation

              	
                13

              
	
                Sec.
      3.3

              	 
      	
                Reemployment

              	
                13

              
	
                Sec.
      3.4

              	 
      	
                No
      Guarantee of Employment

              	
                13

              
	 
      	 
      	 
      	 
      
	
                ARTICLE
      IV

              	 
      	
                ESOP
      PROVISIONS

              	
                14

              
	
                Sec.
      4.1

              	 
      	
                Leveraged
      Stock Acquisitions

              	
                14

              
	
                Sec.
      4.2

              	 
      	
                Leveraged
      ESOP Contributions

              	
                14

              
	
                Sec.
      4.3

              	 
      	
                Application
      of Dividends

              	
                14

              
	
                Sec.
      4.4

              	 
      	
                Allocations

              	
                15

              
	
                Sec.
      4.5

              	 
      	
                Time
      of Contributions

              	
                21

              
	
                Sec.
      4.6

              	 
      	
                Long
      Term Disability Allocations

              	
                21

              
	 
      	 
      	 
      	 
      
	
                ARTICLE
      V

              	 
      	
                PARTICIPANT
      CONTRIBUTIONS

              	
                22

              
	
                Sec.
      5.1

              	 
      	
                Before
      Tax Contributions

              	
                22

              
	
                Sec.
      5.2

              	 
      	
                After
      Tax Contributions

              	
                23

              
	
                Sec.
      5.3

              	 
      	
                Rollover
      Contributions

              	
                23

              
	
                Sec.
      5.4

              	 
      	
                Roth
      401(k) Contributions

              	
                24

              
	
                Sec.
      5.5

              	 
      	
                Amounts
      Paid After Termination of Employment

              	
                24

              
	 
      	 
      	 
      	 
      
	
                ARTICLE
      VI

              	 
      	
                LIMITS
      ON ALLOCATIONS AND BENEFITS

              	
                25

              
	
                Sec.
      6.1

              	 
      	
                Limitation
      on Allocations

              	
                25

              
	
                Sec.
      6.2

              	 
      	
                Limit
      on Before Tax Contributions

              	
                26

              
	
                Sec.
      6.3

              	 
      	
                Return
      of Excess Deferrals

              	
                26

              
	
                Sec.
      6.4

              	 
      	
                Adjustment
      of Matching Allocations Required by Code § 401(m)

              	
                27

              
	
                Sec.
      6.5

              	 
      	
                Adjustment
      of Before Tax Contributions Required by Code § 401(k)

              	
                29

              
	
                Sec.
      6.6

              	 
      	
                Testing
      Arrangements If Employer Has More Than One Plan

              	
                32

              


      

      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                ARTICLE
      VII

              	 
      	
                INDIVIDUAL
      ACCOUNTS

              	
                33

              
	
                Sec.
      7.1

              	 
      	
                Accounts
      for Participants

              	
                33

              
	
                Sec.
      7.2

              	 
      	
                Investment
      of Accounts

              	
                34

              
	
                Sec.
      7.3

              	 
      	
                Investment
      Funds

              	
                34

              
	
                Sec.
      7.4

              	 
      	
                Valuation
      of Accounts

              	
                35

              
	
                Sec.
      7.5

              	 
      	
                Provisions
      Regarding ADESA Spin-Off

              	
                35

              
	 
      	 
      	 
      	 
      
	
                ARTICLE
      VIII

              	 
      	
                DESIGNATION
      OF BENEFICIARY

              	
                37

              
	
                Sec.
      8.1

              	 
      	
                Persons
      Eligible to Designate

              	
                37

              
	
                Sec.
      8.2

              	 
      	
                Special
      Requirements for Married Participants

              	
                37

              
	
                Sec.
      8.3

              	 
      	
                Form
      and Method of Designation

              	
                37

              
	
                Sec.
      8.4

              	 
      	
                No
      Effective Designation

              	
                37

              
	
                Sec.
      8.5

              	 
      	
                Beneficiary
      May Designate

              	
                37

              
	 
      	 
      	 
      	 
      
	
                ARTICLE
      IX

              	 
      	
                BENEFIT
      REQUIREMENTS

              	
                38

              
	
                Sec.
      9.1

              	 
      	
                Benefit
      Upon Termination of Employment

              	
                38

              
	
                Sec.
      9.2

              	 
      	
                Death

              	
                38

              
	
                Sec.
      9.3

              	 
      	
                Termination
      of Employment Prior to July 1, 2001

              	
                38

              
	 
      	 
      	 
      	 
      
	
                ARTICLE
      X

              	 
      	
                DISTRIBUTION
      OF BENEFITS

              	
                39

              
	
                Sec.
      10.1

              	 
      	
                Distribution
      Following Termination of Employment

              	
                39

              
	
                Sec.
      10.2

              	 
      	
                Accounts
      Totaling $1,000 or Less

              	
                41

              
	
                Sec.
      10.3

              	 
      	
                Form
      of Distribution

              	
                41

              
	
                Sec.
      10.4

              	 
      	
                Accounting
      Following Termination of Employment

              	
                41

              
	
                Sec.
      10.5

              	 
      	
                Reemployment

              	
                41

              
	
                Sec.
      10.6

              	 
      	
                Source
      of Benefits

              	
                41

              
	
                Sec.
      10.7

              	 
      	
                Incompetent
      Payee

              	
                41

              
	
                Sec.
      10.8

              	 
      	
                Benefits
      May Not Be Assigned or Alienated

              	
                42

              
	
                Sec.
      10.9

              	 
      	
                Payment
      of Taxes

              	
                42

              
	
                Sec.
      10.10

              	 
      	
                Conditions
      Precedent

              	
                42

              
	
                Sec.
      10.11

              	 
      	
                Withdrawals
      Before Termination of Employment

              	
                42

              
	
                Sec.
      10.12

              	 
      	
                Dividend
      Withdrawals

              	
                43

              
	
                Sec.
      10.13

              	 
      	
                Rollovers
      to Other Qualified Plans

              	
                43

              
	
                Sec.
      10.14

              	 
      	
                Lost
      Participants

              	
                44

              
	 
      	 
      	 
      	 
      
	
                ARTICLE
      XI

              	 
      	
                LOANS
      TO PARTICIPANTS

              	
                45

              
	
                Sec.
      11.1

              	 
      	
                Loans
      to Participants

              	
                45

              
	 
      	 
      	 
      	 
      
	
                ARTICLE
      XII

              	 
      	
                FUND

              	
                47

              
	
                Sec.
      12.1

              	 
      	
                Composition

              	
                47

              
	
                Sec.
      12.2

              	 
      	
                Trustee

              	
                47

              
	
                Sec.
      12.3

              	 
      	
                Compensation
      and Expenses of Trustee

              	
                47

              
	
                Sec.
      12.4

              	 
      	
                Investment
      in Company Stock

              	
                47

              
	
                Sec.
      12.5

              	 
      	
                No
      Diversion

              	
                47

              
	
                Sec.
      12.6

              	 
      	
                Voting
      of Company Stock

              	
                48

              
	
                Sec.
      12.7

              	 
      	
                Tender
      or Exchange Offers Regarding Company Stock

              	
                49

              
	
                Sec.
      12.8

              	 
      	
                Nonterminable
      ESOP Protections

              	
                50

              
	
                Sec.
      12.9

              	 
      	
                Other
      ESOP Provisions

              	
                50

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                ARTICLE
      XIII

              	 
      	
                ADMINISTRATION
      OF PLAN

              	
                51

              
	
                Sec.
      13.1

              	 
      	
                Administration
      by Company

              	
                51

              
	
                Sec.
      13.2

              	 
      	
                Certain
      Fiduciary Provisions

              	
                51

              
	
                Sec.
      13.3

              	 
      	
                Evidence

              	
                52

              
	
                Sec.
      13.4

              	 
      	
                Correction
      of Errors

              	
                52

              
	
                Sec.
      13.5

              	 
      	
                Records

              	
                52

              
	
                Sec.
      13.6

              	 
      	
                Claims
      Procedure

              	
                52

              
	
                Sec.
      13.7

              	 
      	
                Bonding

              	
                52

              
	
                Sec.
      13.8

              	 
      	
                Waiver
      of Notice

              	
                53

              
	
                Sec.
      13.9

              	 
      	
                Agent
      for Legal Process

              	
                53

              
	
                Sec.
      13.10

              	 
      	
                Indemnification

              	
                53

              
	
                Sec.
      13.11

              	 
      	
                Benefits
      for Reemployed Veterans

              	
                53

              
	
                Sec.
      13.12

              	 
      	
                Application
      of Forfeitures

              	
                55

              
	 
      	 
      	 
      	 
      
	
                ARTICLE
      XIV

              	 
      	
                AMENDMENT,
      TERMINATION, MERGER

              	
                56

              
	
                Sec.
      14.1

              	 
      	
                Amendment

              	
                56

              
	
                Sec.
      14.2

              	 
      	
                Permanent
      Discontinuance of Contributions

              	
                56

              
	
                Sec.
      14.3

              	 
      	
                Termination

              	
                56

              
	
                Sec.
      14.4

              	 
      	
                Partial
      Termination

              	
                56

              
	
                Sec.
      14.5

              	 
      	
                Merger,
      Consolidation, or Transfer of Plan Assets

              	
                56

              
	
                Sec.
      14.6

              	 
      	
                Deferral
      of Distributions

              	
                56

              
	 
      	 
      	 
      	 
      
	
                ARTICLE
      XV

              	 
      	
                TOP-HEAVY
      PLAN PROVISIONS

              	
                58

              
	
                Sec.
      15.1

              	 
      	
                Key
      Employee Defined

              	
                58

              
	
                Sec.
      15.2

              	 
      	
                Determination
      of Top-Heavy Status

              	
                58

              
	
                Sec.
      15.3

              	 
      	
                Minimum
      Contribution Requirement

              	
                59

              
	
                Sec.
      15.4

              	 
      	
                Definition
      of Employer

              	
                60

              
	
                Sec.
      15.5

              	 
      	
                Exception
      for Collective Bargaining Unit

              	
                60

              
	 
      	 
      	 
      	 
      
	
                SCHEDULE
      1

              	 
      	
                PARTICIPATING
      EMPLOYERS

              	
                61

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      MINNESOTA
POWER AND AFFILIATED COMPANIES

      RETIREMENT
SAVINGS AND STOCK OWNERSHIP PLAN

      


      (Amendment
and Restatement Effective January 1, 2009)

      


      


      ARTICLE
I

      GENERAL

      


                   Sec.
1.1                      Name of
Plan.  The name of the
stock bonus and employee stock ownership plan set forth herein is “Minnesota
Power and Affiliated Companies Retirement Savings and Stock Ownership
Plan.”  It is sometimes herein referred to as the “Plan.”

      


      Sec.
1.2                      Purpose.  The purposes of
the Plan are to provide eligible employees with a means to acquire an ownership
interest in the Company, to share in the growth and prosperity of the Company
and its subsidiaries, and to supplement retirement income.

      


      Sec.
1.3                      Background
and Effective Dates.  The Plan is the
result of the January 1, 2002 merger of the Minnesota Power and Affiliated
Companies Supplemental Retirement Plan (the “Supplemental Retirement Plan”),
which was originally established effective January 1, 1970, and the Minnesota
Power and Affiliated Companies Employee Stock Ownership Plan (the “ESOP”), which
was originally established effective January 1, 1975.

      


      Sec.
1.4                      Company.  The “Company” is
ALLETE, Inc., a Minnesota corporation (formerly named “Minnesota Power,
Inc.”).

      


      Sec.
1.5                      Construction
and Applicable Law.  The Plan is
intended to meet the requirements for qualification as a stock bonus plan under
Code § 401(a) and as an employee stock ownership plan under Code §
4975(e)(7).  The Plan is designed to invest primarily in qualifying
employer securities meeting the requirements of Code §§ 4975(e)(8) and
409(1).  The Plan includes a qualified cash or deferred arrangement
intended to meet the requirements of Code § 401(k).  The Plan is
intended to be in full compliance with applicable requirements of
ERISA.  The Plan shall be administered and construed in a manner
consistent with said intent.  It shall also be construed and
administered according to the laws of the State of Minnesota to the extent that
such laws are not preempted by the laws of the United States of
America.  All controversies, disputes, and claims arising hereunder
shall be submitted to the United States District Court for the District of
Minnesota, except as otherwise provided in the Trust Agreement.  The
Plan shall be construed in accordance with the following rules:

      


      
        	
                 
      

              	
                (a)

              	
                Headings
      at the beginning of articles and sections hereof are for convenience of
      reference, shall not be considered a part of the text of the Plan, and
      shall not influence its
construction.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Capitalized
      terms used in the Plan shall have their meaning as defined in the Plan
      unless the context clearly indicates to the
  contrary.

              


      

      
        	
                 
      

              	
                (c)

              	
                Any
      reference to the masculine gender includes the feminine and vice
      versa.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Use
      of the words “hereof”, “herein”, “hereunder”, or similar compounds of the
      word “here” shall mean and refer to the entire Plan unless the context
      clearly indicates to the contrary.

              


      

      


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      
        	
                 
      

              	
                (e)

              	
                The
      provisions of the Plan shall be construed as a whole in such manner as to
      carry out the purpose thereof and shall not be construed separately
      without relation to the context.

              


      

      


      Sec.
1.6                      Transition
Rules.  Certain
provisions of the Plan as amended and restated effective January 1, 2009 are
intended to have other effective dates. These include:

      


      
        	
                 
      

              	
                (a)

              	
                Sec.
      13.11 regarding military service is effective as of December 12,
      1994.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Certain
      provisions are intended to reflect and comply with the Small Business Job
      Protection Act of 1996, P.L. 104-88 (“SBJPA”) and the Taxpayer Relief Act
      of 1997, P.L. 105-34 (“TRA 97”), and other applicable legal
      requirements.  These provisions of the Plan will be effective as
      of the required date, and the Plan will be applied and interpreted in a
      manner that is consistent with a good faith interpretation of the
      applicable legal requirements.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Sec.
      4.4(d) regarding Bargaining Unit Allocations is effective April 1,
      2001.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                The
      Plan reflects the provisions of the Community Renewal Tax Relief Act of
      2000 regarding elective reductions for qualified transportation fringe
      benefits.  These provisions are effective January 1,
      2001.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                The
      Plan reflects the provisions of the Economic Growth and Tax Relief
      Reconciliation Act of 2002 (“EGTRRA”).  Unless otherwise
      required by EGTRRA, these provisions are effective January 1,
      2002.

              


      

      


      
        	
                 
      

              	
                (f)

              	
                The
      Plan modifies the benefit provisions of the Supplemental Retirement Plan
      and ESOP in various ways.  Unless otherwise stated, these
      changes are effective January 1,
2002.

              


      

      


      
        	
                 
      

              	
                (g)

              	
                Provisions
      required by the Code §401(k) regulations effective January 1, 2006 are
      effective as of said date.

              


      

      


      
        	
                 
      

              	
                (h)

              	
                Certain
      amendments effective October 1, 2006 were made by the amendment and
      restatement as of said date.

              


      

       

      
        	
                (i)  

              	
                Amendments
      related to Code §415 are effective January 1,
  2008.

              


      

      


      
        	
                 
      

              	
                (j)

              	
                The
      amendment to Sec. 6.3 requiring distribution of “gap period” earnings with
      respect to “excess deferrals” under Code §402(g) is effective January 1,
      2007.

              


      

      


      
        	
                 
      

              	
                (k)

              	
                The
      amendments to Sec. 6.3, Sec. 6.4(f) and 6.5(e) deleting the “gap period”
      income distribution requirement are effective January 1,
    2008.

              


      

      


      
        	
                 
      

              	
                (l)

              	
                Amendments
      required by the Pension Protection Act of 2006 (“PPA”) are effective as of
      the dates required by PPA.

              


      


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      ARTICLE
II

      DEFINITIONS

      


      Sec.
2.1                      Account.  “Account” means a
Participant’s, Beneficiary’s or alternate payee’s interest in the Fund of any of
the types described in Sec. 7.1.

      


      Sec.
2.2                      Active
Participant.  “Active
Participant” means an individual who is both a Participant and a Qualified
Employee.

      


      Sec.
2.3                      Administrative
Delegate.  “Administrative
Delegate” means any recordkeeper or other service provider to which the Company
has delegated administrative responsibilities under the Plan.

      


      Sec.
2.4                      After Tax
Contributions.  “After Tax
Contributions” are amounts contributed pursuant to Sec. 5.2.

      


      Sec.
2.5                      Aggregate
Continuous Service.  An employee’s
“Aggregate Continuous Service” is equal to the aggregate duration of his or her
Periods of Continuous Service.  However, except as follows, service
with an employer prior to the date it came under Common Control with the Company
shall be disregarded for purposes of determining Aggregate Continuous
Service:

      


      
        	
                 
      

              	
                (a)

              	
                Service
      with Enventis, Inc. prior to the date it was acquired by the Company shall
      be included in Aggregate Continuous
Service.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Service
      with Blandin Paper Company prior to March 1, 2000 shall be included in the
      Aggregate Continuous Service of employees at the generating facility
      purchased by the Company from Blandin Paper
  Company.

              


      

      


      Sec.
2.6                      Annual
Pay.  A
Participant’s “Annual Pay” for purposes of allocating the Partnership Allocation
for a Plan Year means his or her straight time pay received during that Plan
Year, subject to the following:

      


      
        	
                 
      

              	
                (a)

              	
                Annual
      Pay means the gross amount before any reduction pursuant to Code §§ 125,
      132(f)(4), or 401(k).

              


      

      


      (b)           Annual
Pay excludes all other payments such as:

      


      
        	
                (1)  

              	
                Overtime compensation, except
      when overtime is paid to employees on 12-hour shift schedules for the
      purpose of leveling their pay so that their aggregate pay is equivalent to
      pay for a 40-hour week.

              


      

      


      
        	
                (2)  

              	
                All bonuses and incentive
      pay;

              


      

      


      
        	
                (3)  

              	
                Expense
    allowances;

              


      

      


      
        	
                (4)  

              	
                Commission
    payments;

              


      


      
        
           


        

        
          3

          
            

          

        

        
           


        

      


      


      
        	
                (5)  

              	
                Employer contributions to the
      Plan or other employee benefit
plans;

              


      

      


      
        	
                (6)  

              	
                Results Sharing
      Awards;

              


      

      


      
        	
                (7)  

              	
                Any other payments of a nature
      similar to the foregoing.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Annual
      Pay shall not exceed the applicable limit under Code § 401(a)(17), which
      is $245,000 for 2009 and is subject to a cost of living adjustment for
      years after 2009.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Annual
      Pay excludes any amounts paid to an individual prior to the date he or she
      becomes a Participant under Sec.
3.1(b).

              


      

      


      
        	
                 
      

              	
                (e)

              	
                Annual
      Pay excludes amounts paid for service as a Bargaining Unit
      Employee.

              


      

      


      Sec.
2.7                      Bargaining
Unit Employee.  “Bargaining Unit
Employee” means a Qualified Employee who is covered by the provisions of a
collective bargaining agreement between his or her collective bargaining
representative and a Participating Employer that provides for his or her
participation in the Plan.

      


      Sec.
2.8                      Before
Tax Contributions.  “Before Tax
Contributions” are amounts contributed pursuant to Sec. 5.1, including Salary
Reduction Contributions, Results Sharing Contributions, and Flexible Dollars
Contributions.

      


      Sec.
2.9                      Beneficiary.  “Beneficiary”
means the person or persons designated as such pursuant to Article VIII who
survive the Participant.

      


      Sec.
2.10                      Code.  “Code” means the
Internal Revenue Code of 1986 as from time to time amended.

      


      Sec.
2.11                      Committee.  “Committee” means
the committee appointed by the Company to administer the Plan.

      


      Sec.
2.12                      Common
Control.  An entity
(whether corporation, partnership, sole proprietorship, or otherwise) is under
“Common Control” with another entity (i) if both entities are corporations which
are members of a controlled group of corporations as defined in Code § 414(b),
or (ii) if both entities are trades or businesses (whether or not incorporated)
which are under common control as defined in regulations under Code § 414(c), or
(iii) if both entities are members of an “affiliated service group” as defined
in Code § 414(m), or (iv) to the extent both entities are required to be
aggregated pursuant to regulations under Code § 414(o).  In applying
the preceding sentence for purposes of Sec. 6.1, Code § 414(b) and (c) are
deemed to be modified as provided in Code § 415(h).

      


      Sec.
2.13                      Company
Stock.  “Company Stock”
means common stock of the Company.

      


      Sec.
2.14                      Employment
Commencement Date.  “Employment
Commencement Date” means the date on which an employee first performs service as
a common law employee of a Participating Employer or Affiliate.


      
        
           


        

        
          4

          
            

          

        

        
           


        

      


      Sec.
2.15                      ERISA.  “ERISA” means the
Employee Retirement Income Security Act of 1974 as from time to time
amended.

      


      Sec.
2.16                      ESOP.  “ESOP” means the
Minnesota Power and Affiliated Companies Employee Stock Ownership Plan, a
predecessor to this Plan.

      


      Sec.
2.17                      Exempt
Loan.   “Exempt
Loan” means a direct or indirect extension of credit to the Plan that is not
prohibited by Code § 4975, subject to the following:

      


      
        	
                 
      

              	
                (a)

              	
                The
      Exempt Loan may be made or guaranteed by either a party in interest (as
      defined in § 3(14) of ERISA) or disqualified person (as defined in Code §
      4975).

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      proceeds of the Exempt Loan must be used solely, and within a reasonable
      time after their receipt, to acquire Company Stock for the Unallocated
      Reserve, or to repay such Exempt Loan, or to repay a prior Exempt Loan, or
      for any combination of the foregoing
purposes.

              


      

      


      (c)           The
Exempt Loan must be without recourse against the Fund except that:

      


      
        	
                 
      

              	
                (1)

              	
                The
      Company Stock acquired with the proceeds of the Exempt Loan may be pledged
      or otherwise used to secure repayment of the Exempt Loan,
    and

              


      

      


      
        	
                 
      

              	
                (2)

              	
                Any
      Company Stock which was acquired with the proceeds of a prior Exempt Loan
      which was repaid with the proceeds of the Exempt Loan may be pledged or
      otherwise used to secure repayment of the Exempt Loan,
  and

              


      

      


      
        	
                 
      

              	
                (3)

              	
                Any
      cash contributions made to the Plan that are made for the purpose of
      satisfying the Plan’s obligations under the Exempt Loan (and earnings
      thereon) may be pledged or otherwise used to secure repayment of the
      Exempt Loan, and

              


      

      


      
        	
                 
      

              	
                (4)

              	
                The
      unallocated earnings attributable to unallocated shares of Company Stock
      acquired with the proceeds of an Exempt Loan may be pledged or otherwise
      used as security for another Exempt
Loan.

              


      

      


      (d)           The
Exempt Loan must provide for principal and interest to be paid over aspecific term.

      


      (e)           The
number of shares which shall be so released from the Unallocated
Reserve

      for a
particular Plan Year shall equal the number of shares of Company Stock held in
the Unallocated Reserve immediately before the release of any shares for the
Plan Year multiplied by a fraction with a numerator equal to all principal and
interest payments made on the Exempt Loan for said Plan Year and a denominator
equal to the total principal and interest to be paid under the Exempt Loan for
the current Plan Year and all subsequent years.  The number of future
years for which principal and interest are payable under the Exempt Loan must be
definitely ascertainable and must be determined without taking into account any
possible extensions or renewal periods.  If the interest rate under
the loan is 

       

      
         

        
          5

        

        
          
          

        

      

      variable,
the amount of future interest payable shall be calculated by using the interest
rate in effect on the last day of the current Plan Year.  A separate
suspense account will be maintained for each Exempt Loan, and the foregoing
calculations will be made separately for each such loan and suspense
account.

      


      
        	
                 
      

              	
                (f)

              	
                The
      rate of interest (which may be fixed or variable) on the Exempt Loan must
      not be in excess of a reasonable rate of interest considering all relevant
      factors including (but not limited to) the amount and duration of the
      loan, the security given, the guarantees involved, the credit standing of
      the Plan, the Company, and the guarantors, and the generally prevailing
      rates of interest.

              


      

      


      
        	
                 
      

              	
                (g)

              	
                In
      the event of default upon an Exempt Loan, the fair market value of Company
      Stock and other assets which can be transferred in satisfaction of the
      loan must not exceed the amount of the loan.  If the lender is a
      party in interest (as defined in ERISA) or disqualified person (as defined
      in the Code), the loan must provide for a transfer of Plan assets upon
      default only upon and to the extent of the failure of the Plan to satisfy
      the payment schedule of the Exempt
Loan.

              


      

      


      
        	
                 
      

              	
                (h)

              	
                For
      purposes of subsection (e), a loan payment shall be considered to be made
      for a Plan Year if the Company so determines and the loan payment is made
      within a reasonable time after the close of such Plan
  Year.

              


      

      


      
        	
                 
      

              	
                (i)

              	
                An
      exempt loan must be primarily for the benefit of Participants as provided
      in Treas. Reg. 54.4975-7(b)(3)(i).

              


      

      


      Sec.
2.18                      Flexible
Compensation Program.  “Flexible
Compensation Program” means the cafeteria plan established by the Company
pursuant to Code § 125.

      


      Sec.
2.19                      Fund.  “Fund” means the
aggregate of assets described in Sec. 12.1.

      


      Sec.
2.20                      Group I
Participant.  A Participant who
meets the requirements of (a), (b), or (c) is a Group I Participant during
periods after September 30, 2006 while he or she is a Non-Bargaining Unit
Employee:

      


      
        	
                 
      

              	
                (a)

              	
                A
      Participant meets the requirements of this subsection (a) if he or she is
      a Non-Bargaining Unit Employee on September 30,
  2006.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                A
      Participant meets the requirements of this subsection (b) if, on September
      30, 2006, he or she was employed by a Participating Employer or other
      entity under Common Control with the Company in a capacity other than as a
      Non-Bargaining Unit Employee.  For example, an individual
      satisfies the requirements of this subsection if he or she is a Bargaining
      Unit Employee on September 30,
2006.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                A
      Participant satisfies the requirements of this subsection (c) if, on
      September 30, 2006, he or she was on leave of absence from a Participating
      Employer or other entity under Common Control with the Company or was
      receiving benefits from a Participating Employer’s long-term disability
      program.

              


      

      


      However,
if a Participant described in (a), (b), or (c) has a Termination of Employment
after September 30, 2006 and is later rehired by a Participating Employer, he or
she is not a
Group I

       

      
         

        
          6

        

        
          
          

        

      

      Participant
during the period of reemployment.  Also, if a Participant had a
Termination of Employment prior to October 1, 2006 and is rehired on or after
said date, he or she is not a Group I
Participant.

      


      Sec.
2.21                      Group II
Participant.
“Group II Participant” means a Non-Bargaining Unit Employee who is not a
Group I Participant.

      


      Sec.
2.22                      Highly
Compensated Employee. “Highly Compensated
Employee” means an employee described in (a) or (b):

      


      (a)           The
employee at any time during the current or prior Plan Year was a 5% owneras defined in Code §
416(i)(1).

      


      
        	
                 
      

              	
                (b)

              	
                The
      employee received Testing Wages for the prior Plan Year equal to or
      greater than the applicable limit under Code § 414(q), which was $105,000
      for 2008 and $110,000 for 2009 and is subject to a cost-of-living
      adjustment after 2009.

              


      

      


      Sec.
2.23                      Leased
Employees. A
“Leased Employee” is a person who is a “leased employee” within the meaning of
Code §414(n) with respect to services that person provides to the Company and
other members of the Control Group.  Code §414(n) generally provides
that a “leased employee” is any person (other than an employee of the recipient)
who, pursuant to an agreement between the recipient and any other person (the
“leasing organization”), has performed services for the recipient (or for the
recipient and related persons determined in accordance with Code §414(n)(6)) on
a substantially full-time basis for a period of at least one year, and such
services are performed under the primary direction or control by the
recipient.  For purposes of determining Aggregate Continuous Service,
the term “Leased Employee” also includes a person who would meet the
requirements of Code §414(n) with respect to such services but for his or her
failure to complete a year of leased service.  Individuals may not
become Participants or accrue benefits under the Plan while they are Leased
Employees.  As provided in Code §414(n)(1)(B), contributions or
benefits provided a Leased Employee by the leasing organization which are
attributable to service performed for the recipient are treated as provided by
the recipient for purposes of the requirements listed in Code
§414(n)(3).

      


      Sec.
2.24                      Named
Fiduciary.  The Company is a
“Named Fiduciary” for purposes of ERISA.  Other persons are also Named
Fiduciaries under ERISA if so provided by said Act or if so identified by the
Company.  Such other person or persons shall have such authority to
control or manage the operation and administration of the Plan, including
control or management of the assets of the Plan, as may be provided by ERISA or
as may be delegated by the Company.

      


      Sec.
2.25                      Non-Bargaining
Unit Employee.  “Non-Bargaining
Unit Employee” means a Qualified Employee described in (1) or (2):

      


      (1)           An
employee who is not a member of any collective bargaining unit.

      


      
        	
                 
      

              	
                (2)

              	
                An
      employee who is a member of a collective bargaining unit but for whom
      there is no collective bargaining
agreement.

              


      


      
        
           


        

        
          7

          
            

          

        

        
           


        

      


      Sec.
2.26                      Non-Highly
Compensated Employee.  “Non-Highly
Compensated Employee” means an employee of a Participating Employer who is not a
Highly Compensated Employee.

      


      Sec.
2.27                      Normal
Retirement Age.  “Normal
Retirement Age” is age 65.

      


      Sec.
2.28                      Participant.  A “Participant”
is an individual described as such in Article III.

      


      Sec.
2.29                      Participating
Employer.  The Company is a
Participating Employer in the Plan.  Any other employer under Common
Control with the Company may also become a Participating Employer effective as
of a date specified by it in its adoption of the Plan. The Participating
Employers are listed on Schedule 1.

      


      Sec.
2.30                      Partnership
Allocation.
“Partnership Allocation” means an amount allocated pursuant to Sec.
4.4(c).

      


      Sec.
2.31                      Period of
Continuous Service.  A “Period of
Continuous Service” is the period beginning on an employee’s Employment
Commencement Date and ending on the day before the day on which the employee
begins a Recognized Break In Service.  The duration of a Period of
Continuous Service is measured in years and days.

      


      Sec.
2.32                      Periodic
Pay.  A
Participant’s “Periodic Pay” for a calendar quarter or other portion of a Plan
Year means straight time pay received during said period, subject to the
following:

      


      
        	
                 
      

              	
                (a)

              	
                Periodic
      Pay is the gross amount before any reduction pursuant to Code §§ 125,
      132(f)(4) or 401(k).

              


      

      


      (b)           Periodic
Pay excludes the amounts listed in Sec. 2.6(b)(1) through (7).

      


      (c)           Periodic
Pay for a Plan Year shall not exceed the limit under Code §
401(a)(17),

      which is
$245,000 for 2009 and is subject to a cost-of-living adjustment for Plan Years
after 2009.

      


      Sec.
2.33                      Plan
Year.  The “Plan Year”
is the 12-consecutive-month period commencing on January 1.

      


      Sec.
2.34                      Qualified
Employee.  “Qualified
Employee” means each common law employee of a Participating Employer, subject to
the following:

      


      
        	
                 
      

              	
                (a)

              	
                An
      employee is not a Qualified Employee prior to the date as of which his or
      her employer becomes a Participating
Employer.

              


      

      
 

      
        	
                 
      

              	
                (b)

              	
                During
      any period that an employee is covered by the provisions of a collective
      bargaining agreement between his or her collective bargaining
      representative and a Participating Employer, he or she shall be considered
      a Qualified Employee for purposes of this Plan if and only if such
      agreement expressly so provides.  For purposes of this section
      only, such an agreement shall be deemed to continue after its formal
      expiration during collective bargaining negotiations pending the execution
      of a new agreement.

              


      

       

      
         

        
          8

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (c)

              	
                An
      employee is a Qualified Employee during a period of absence from active
      service which does not result from his Termination of Employment, provided
      he or she is a Qualified Employee at the commencement of such period of
      absence.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                A
      nonresident alien while not receiving earned income (within the meaning of
      Code § 911(d)(2)) from a Participating Employer which constitutes income
      from sources within the United States (within the meaning of Code §
      861(a)(3)) is not a Qualified
Employee.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                An
      officer of Allete, Inc. whose primary employer is not a Participating
      Employer is not a Qualified
Employee.

              


      

      


      Sec.
2.35                      Recognized
Break in Service.  A “Recognized
Break In Service” is a period of at least a 12 consecutive month duration which
begins on the day on which an individual’s Termination of Employment
occurs.  A Recognized Break In Service ends, if ever, on the day on
which the individual again performs service as an employee of a Participating
Employer, an Affiliate or a Predecessor Employer.  However, if an
individual is absent from work for maternity or paternity reasons, the 12-month
period beginning with the first day of such absence shall not be included in a
Recognized Break In Service.  For purposes of this subsection, an
absence from work for maternity or paternity reasons means an absence (i) by
reason of the pregnancy of the individual, (ii) by reason of birth of a child of
the individual, (iii) by reason of the placement of a child with the individual
in connection with the adoption of such child by such individual, or (iv) for
purposes of caring for such child for a period beginning immediately following
such birth or placement.

      


      Sec.
2.36                      Results
Sharing Award.  A Participant’s
“Results Sharing Award”, if any, is his or her annual bonus pursuant to the
Company’s results sharing (annual bonus) program.  Beginning with
2006, half of each Participant’s Results Sharing Award is automatically provided
through the Plan pursuant to Sec. 4.4(f), and the other half may be contributed
by the Participant pursuant to Sec. 5.1(b) or Sec. 5.4.

      


      Sec.
2.37                      Retirement
Plan A.
“Retirement Plan A” means Minnesota Power and Affiliated Companies
Retirement Plan A as amended from time to time.

      


      Sec.
2.38                      Retirement
Plan B.  “Retirement Plan
B” means Minnesota Power and Affiliates Companies Retirement Plan
B  as amended from time to time.

      


      Sec.
2.39                      Rollover
Contributions.  “Rollover
Contributions” are amounts rolled into this Plan from another Plan pursuant to
Sec. 5.3.


      
        
           


        

        
          9

          
            

          

        

        
           


        

      


      Sec.
2.40                      Roth
401(k) Contributions.
“Roth 401(k) Contributions” are amounts contributed pursuant to Sec.
5.4.

      


      Sec.
2.41                      Salary.  “Salary” means a
Participant’s regular periodic salary.  This is the gross amount,
before any reduction under Code § 125, 132(f)(4), or 401(k).

      


      Sec.
2.42                      Supplemental
Retirement Plan.  “Supplemental
Retirement Plan” or “SRP” means the Minnesota Power and Affiliated Companies
Supplemental Retirement Plan, a predecessor to this Plan.

      


      Sec.
2.43                      Termination
of Employment.  The “Termination
of Employment” of an employee for purposes of the Plan shall be deemed to occur
upon his or her resignation, discharge, retirement, death, failure to return to
active work at the end of an authorized leave of absence or the authorized
extension or extensions thereof, failure to return to work when duly called
following a temporary layoff, or the happening of any other event or
circumstance which under the policy of his or her employer as in effect from
time to time, results in the termination of the employer-employee relationship;
provided, however, that a Termination of Employment shall not be deemed to occur
upon a transfer between any combination of Participating Employers and other
entities under Common Control with the Company.

      


      Sec.
2.44                      Testing
Wages.   “Testing
Wages” is used to determine which individuals are Highly Compensated Employees,
and to apply various limits required by the Code, including the Code § 401(m)
contribution percentage limit and the Code § 415 limit on annual
additions.  Testing Wages means a Participant’s total compensation
received from Participating Employers and other entities under Common Control
with the Company that is reported in Box 1 of Internal Revenue Service Form W-2,
subject to the following:

        
(a)           Testing
Wages means the gross amount before any reduction pursuant to Code
§§

      125,
132(f)(4) or 401(k).

      


      
        	
                (b)  

              	
                       A
      Participant’s Testing Wages for a Plan Year shall not exceed the limit
      under Code § 401(a)(17), which is $245,000 for 2009 and is subject to a
      cost of living adjustment for Plan Years after
  2009.

              


      

      


      
        	
                (c)  

              	
                       Testing
      Wages excludes severance pay and any other amounts paid after a
      Participant’s Termination of Employment.  However, a
      Participant’s final pay for service rendered while an employee is included
      in Testing Wages provided it is paid within 2 1⁄2 months after Termination
      of Employment or, if later, by the end of the Plan Year in which the
      Termination of Employment occurred.

              


      

      


      
        	
                (d)  

              	
                       Amounts
      such as fringe benefits, employer paid life insurance premiums, gains from
      stock option exercises or restricted stock, and moving expense
      reimbursements are included in Testing Wages to the extent such amounts
      are required to be reported in Box 1 of Form W-2, as are all other items
      which must be so reported.

              


      

      


      
        	
                (e)  

              	
                       In
      cases where a Participant has a Total Disability, Testing Wages includes
      an imputed amount equal to the Participant’s rate of pay immediately prior
      to the date he or she became
disabled.

              


      

      


       

      
         

        
          10

        

        
          
          

        

      

      Sec.
2.45                      Total
Disability.  “Total
Disability” means eligibility for a benefit under the Company’s long-term
disability plan.

      


      Sec.
2.46                      Trust
Agreement.  A “Trust
Agreement” or “Trust” is an agreement entered into between the Company and a
Trustee pursuant to Sec. 12.2.

      


      Sec.
2.47                      Trustee.  The “Trustee” is
the trustee or trustees appointed and acting from time to time for the purpose
of holding, investing, and disbursing all or a portion of the Fund.

      


      Sec.
2.48                      Unallocated
Reserve.
“Unallocated Reserve” means that portion of the Fund which consists of
shares of Company Stock (and dividends and any other earnings attributable
thereto) acquired with the proceeds of an Exempt Loan and which are held in
suspense pending allocation to Participants’ Accounts pursuant to Article
IV.

      


      Sec.
2.49                      Valuation
Date.  “Valuation Date”
means each date on which the Fund and Accounts are valued as provided in Article
VII.  Each business day of the Plan Year is a Valuation
Date.

      


      



      
        
           


        

        
          11

          
            

          

        

        
           


        

      


      ARTICLE
III

      PLAN
PARTICIPATION

      


      Sec.
3.1                      Eligibility
for Participation.  On and after
January 1, 2002, each Qualified Employee shall become a Participant as
follows:

      


      
        	
                 
      

              	
                (a)

              	
                For
      purposes of making Before Tax, After Tax, Rollover, and Roth 401(k)
      Contributions under Article V, and for purposes of sharing in Results
      Sharing allocations under Article IV, an individual shall become a
      Participant immediately upon becoming a Qualified
  Employee.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                For
      purposes of sharing in Partnership Allocations under Article IV, a
      Qualified Employee shall become a Participant on the first day of the
      month on which he or she satisfies both of the following
      requirements:

              


      

      


      
        	
                 
      

              	
                (1)

              	
                He
      or she completed a year of Aggregate Continuous Service prior to said
      date.

              


      

      


      
        	
                 
      

              	
                (2)

              	
                He
      or she is a Non-Bargaining Unit Employee on said
  date.

              


      

      


      An
employee who transfers to a position as a Non-Bargaining Unit Employee after he
or she completes a year of Aggregate Continuous Service will become a
Participant for purposes of sharing in Partnership Allocations on the first day
of the month coincident with or next following the transfer date.

      


      
        	
                 
      

              	
                (c)

              	
                For
      purposes of sharing in Matching Allocations under Article IV, a Qualified
      Employee shall become a Participant on the first day of the calendar
      quarter on which he or she satisfies both of the following
      requirements:

              


      

      


      
        	
                 
      

              	
                (1)

              	
                He
      or she completed a year of Aggregate Continuous Service prior to said
      date.

              


      

      


      
        	
                 
      

              	
                (2)

              	
                He
      or she is a Non-Bargaining Unit Employee on said
  date.

              


      

      


      An
employee who transfers to a position as a Non-Bargaining Unit Employee after he
or she completes a year of Aggregate Continuous Service shall become a
Participant for purposes of sharing in Matching Allocations on the first day of
the calendar quarter coincident with or next following the transfer
date.

      


      
        	
                 
      

              	
                (d)

              	
                For
      purposes of sharing in Bargaining Unit Allocations under Article IV, a
      Qualified Employee shall become a Participant on the first day of the
      calendar quarter on which he or she satisfies both of the following
      requirements:

              


      

      


      
        	
                 
      

              	
                (1)

              	
                He
      or she completed a year of Aggregate Continuous Service prior to said
      date.

              


      


      
        
           


        

        
          12

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (2)

              	
                He
      or she is a Bargaining Unit Employee on said
  date.

              


      

      


      An
employee who transfers to a position as a Bargaining Unit Employee after he or
she completes a year of Aggregate Continuous Service shall become a Participant
for purposes of sharing in Bargaining Unit Allocations on the first day of the
calendar quarter coincident with or next following the transfer
date.

      


      Sec.
3.2                      Duration
of Participation.  A Participant
shall continue to be such until the later of (i) the Participant’s Termination
of Employment, or (ii) the date all benefits, if any, to which he or she is
entitled hereunder have been distributed from the Fund.

      


      Sec.
3.3                      Reemployment.  If a former
employee is reemployed as a Qualified Employee:

      


      
        	
                 
      

              	
                (a)

              	
                If
      the individual was a Participant under Sec. 3.1(b), (c), or (d) (or any
      predecessor provision) during his or her previous period of employment, he
      or she will resume being a Participant
  immediately.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                If
      the individual had not yet qualified as a Participant under Sec. 3.1(b),
      (c) or (d) (or any predecessor provision) during his or her previous
      period of employment, the prior service will be recognized for purposes of
      Aggregate Continuous Service under Sec. 3.1(b), (c) and
    (d).

              


      

      


      Sec.
3.4                      No
Guarantee of Employment  Participation in the Plan does not
constitute a guarantee or contract of employment with a Participating
Employer.  Such participation shall in no way interfere with any
rights the Participating Employer would have in the absence of such
participation to determine the duration of the employee’s employment with the
Participating Employer.

      



      
        
           


        

        
          13

          
            

          

        

        
           


        

      


      ARTICLE
IV

      ESOP
PROVISIONS

      


      Sec.
4.1                      Leveraged
Stock Acquisitions.  Upon direction by
the Company, the Trustee is authorized to enter into one or more Exempt
Loans.  The proceeds of any Exempt Loan shall be used as provided in
Sec. 2.17.  All shares of Company Stock acquired with the proceeds of
any Exempt Loan shall be credited to the Unallocated Reserve until such time as
they are released pursuant to Sec. 2.17(e).

      


      Sec.
4.2                      Leveraged
ESOP Contributions.   The
Participating Employers shall make sufficient cash contributions to enable the
Trustee to pay any currently maturing obligations under an Exempt Loan, to the
extent those obligations have not been paid with dividends pursuant to Sec. 4.3
or with income on other assets held in the Unallocated Reserve.  The
Participating Employers may also make additional cash contributions for the
purpose of repaying the Exempt Loan more rapidly than is required under the
terms of that loan.  The decision whether to prepay the loan is
subject to the consent of the Company in its capacity as sponsor of the
Plan.  Payments on an ESOP loan with respect to a Plan Year may not
exceed the sum of contributions under this section and dividends available for
such loan payments under Sec. 4.3 (including contributions and dividends paid in
prior Plan Years) minus such payments for prior Plan Years.

      


      Sec.
4.3                      Application
of Dividends.  “Dividends” on
shares of Company Stock in the Unallocated Reserve and on shares of Company
Stock in Accounts shall be applied as follows:

      


      
        	
                 
      

              	
                (a)

              	
                Dividends on Shares
      Held in Basic Accounts.  Any Participant who has a Basic
      Pre-1989 or Basic Post-1989 Account may elect under Sec. 10.12 to receive
      a cash distribution of the dividends on the shares in said
      Account.  Any remaining dividends on shares in Basic Pre-1989
      Accounts will be used to make payments on the Exempt Loan.  Any
      remaining dividends on shares in Basic Post-1989 Accounts will remain in
      such Accounts.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Dividends on Shares
      Held In Unallocated Reserve And On Allocated Shares Acquired Through
      Leveraged Stock Acquisitions.   Dividends received
      on shares of Company Stock held in the Unallocated Reserve and on shares
      of Company Stock allocated to Accounts (other than Basic Pre-1989 or Basic
      Post-1989 Accounts) that were originally acquired with  the
      proceeds of an Exempt Loan will be used to pay principal and interest then
      due on the Exempt Loan used to acquire such shares.  If the
      amount of such dividends exceeds the amount needed to pay such principal
      and interest, the excess shall be held in the Unallocated Reserve until it
      is needed to pay principal and interest due on such Exempt Loan or, with
      the prior concurrence of the Company (in its capacity as sponsor of the
      Plan), the excess may be used to prepay principal on such Exempt
      Loan.  Once an Exempt Loan has been totally repaid, dividends on
      allocated shares acquired with that  loan shall remain in
      Participant Accounts unless withdrawn pursuant to Sec.
    10.12.

              


      


      
        
           


        

        
          14

          
            

          

        

        
           


        

      


      (c)           Dividends On Other
Shares.  Dividends on shares originally acquired by the
Plan

      from
sources other than tax credit contributions and leveraged stock acquisitions
(e.g. dividends or shares purchased by the Plan in non-leveraged transactions)
shall remain in the Accounts in which the shares are held.  Such
dividends shall be added to the Account balance on the dividend payment
date.  Under applicable law, such dividends may not be used for loan
payments.  Such dividends are available for withdrawal to the extent
provided under Sec. 10.12.

      


      
        	
                 
      

              	
                (d)

              	
                Dividends used to make
      loan payments will be applied first to principal.  To the
      extent possible, dividends used to make loan payments will be applied
      first to any principal payments that are being made on the loan, and any
      remaining portion will be applied to pay
  interest.

              


      

      


      Sec.
4.4                      Allocations.   Shares of
Company stock released from the Unallocated Reserve pursuant to Sec. 2.17(e)
shall be allocated among Accounts as provided in this section.  This
section provides for various types of allocations for various groups of
employees, and gives the rules for determining who is eligible to receive each
type of allocation and how much that allocation will be.  Allocations
under this section will be as follows:

      


      
        	
                 
      

              	
                (a)

              	
                Allocations To Replace
      Dividends.  If dividends paid on Company Stock held in
      Participants’ Accounts are used to make payments on the Exempt Loan, there
      shall be allocated to each such Account from the Unallocated Reserve
      Company Stock having a value equal to the amount of dividends so
      used.  “Value” for this purpose shall be determined according to
      the New York Stock Exchange closing price on the payment date for the
      particular dividend.  Beginning with the December 2004 dividend,
      such allocations will occur on the date the dividend is
      paid.  (Allocations with respect to the March, June, and
      September 2004 dividends occurred September 2,
  2004.)

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Tax Reduction
      Allocations.  Each Plan Year the Company will estimate
      the tax savings it will realize as a result of the tax deduction for
      dividends paid during the Plan Year on Company Stock held in Basic
      Pre-1989 and Basic Post-1989 Accounts.  This estimate will
      recognize both tax savings during the current Plan Year and the present
      worth of any future tax savings in the event the full deduction cannot be
      used currently.  Shares of Company Stock equivalent to the
      estimated tax savings will be allocated among Special Accounts as provided
      in this subsection.  The total number of shares to be allocated
      under this subsection will have an aggregate fair market value equivalent
      to the estimated tax savings.  “Fair market value” for this
      purpose means the average New York Stock Exchange closing price for the
      last 20 business days up to and including December 15 of the Plan
      Year.  These shares will be from the Unallocated
      Reserve.  A portion of these shares will be allocated as
      provided in paragraph (1), and the remainder of them will be allocated as
      provided in paragraph (2):

              


      


      
        
           


        

        
          15

          
            

          

        

        
           


        

      


      (1)           Allocations According to
Shares Held on December 31, 2006.  A

      portion
of the shares will be allocated among eligible Participants in proportion to the
number of shares of Company Stock they have credited to their Basic Pre-1989
Accounts as of December 31, 2006.  The number of shares allocated
under this paragraph (1) will be determined by the Company and will be set in a
way so that the allocation satisfies the requirements of Code §
401(a)(4).

      


      
        	
                 
      

              	
                (2)

              	
                Per Capita
      Allocations.  The remainder of the shares will be
      allocated among eligible Participants in equal amounts per
      capita.

              


      

      
        	
                 
      

              	
                (3)

              	
                If
      a Participant has a Termination of Employment during a Plan Year, the
      allocation under (1) and (2) will be prorated, and he or she will receive
      one fourth of the normal allocation for each dividend payment date on
      which he or she is an Active Participant.  No Tax Reduction
      Allocations will be made to the Participant for any Plan Year after the
      Plan Year in which the Termination of Employment
  occurred.

              


      

      


      
        	
                 
      

              	
                (4)

              	
                If
      a Participant withdraws all or any portion of his or her Basic Pre-1989
      Account pursuant to Sec. 10.11 during 2007 or any subsequent Plan Year,
      the allocation under (1) and (2) for said Plan Year will be prorated, and
      he or she will receive one fourth of the normal allocation for each
      dividend payment date preceding the withdrawal.  No Tax
      Reduction Allocations will be made to the Participant for any Plan Year
      after the Plan Year in which the withdrawal
  occurred.

              


      

      


      
        	
                 
      

              	
                (5)

              	
                To
      share in such allocations, a Participant must have a Basic Pre-1989
      Account.  If such a Participant has a Termination of Employment
      or withdrawal after 2006 under Sec. 10.11, allocations will be limited as
      provided in (3) and (4).

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Partnership
      Allocations.  A Partnership Allocation will be made to
      the Partnership Account of each Non-Bargaining Unit Participant each Plan
      Year, subject to the following:

              


      

      


      
        	
                 
      

              	
                (1)

              	
                A
      Participant will be eligible to share in the Partnership Allocation only
      if he or she is both an Active Participant and a Non-Bargaining Unit
      Employee at some time during the Plan
Year.

              


      

      


      
        	
                 
      

              	
                (2)

              	
                Partnership
      Allocations with respect to the period January 1, 2006 – September 30,
      2006 will be equal to 3.5% of Annual Pay during said
    period.

              


      

      


      
        	
                 
      

              	
                (3)

              	
                Partnership
      Allocations with respect to a Group I Participant’s Annual Pay during the
      period from October 1, 2006 through December 31, 2006 and during any Plan
      Year thereafter will be not less than the percentage of Annual Pay
      determined from the following
table:

              


      


      
        
           


        

        
          16

          
            

          

        

        
           


        

      


      


      
        	
                Participant’s
      attained age in whole years 

                on
      December 31 of the Plan Year

              	
                 

                Allocation
      percentage

              
	
                Under
      Age 30

              	
                6.0%

              
	
                Age
      30 to 39

              	
                6.5%

              
	
                Age
      40 to 44

              	
                7.5%

              
	
                Age
      45 to 54

              	
                8.5%

              
	
                Age
      55 or older

              	
                11.5%

              


      

      


      
        	
                 
      

              	
                (4)

              	
                However,
      if a Group I Participant is 59 or older on January 1, 2006, his or her
      allocation for the period from October 1, 2006 through December 31, 2006
      and during any Plan Year thereafter will be equal to not less than 12%
      of  Annual Pay.

              


      

      


      
        	
                 
      

              	
                (5)

              	
                For
      Group II Participants, the Partnership Allocation for the period October
      1, 2006 through December 31, 2006 and for each Plan Year thereafter will
      be equal to not less than 6% of Annual
Pay.

              


      

      


      
        	
                 
      

              	
                (6)

              	
                For
      purposes of determining Partnership Allocations for 2006, if a Participant
      was eligible for Partnership Allocations throughout 2006, three-fourths of
      his Annual Pay will be assigned to the period from January 1, 2006 through
      September 30, 2006, and one fourth to the period from October 1, 2006
      through December 31, 2006.  However, if a Participant was not
      eligible for Partnership Allocations for the entire year, his Annual Pay
      for the period through September 30, 2006 will be determined by
      multiplying his Annual Pay for all of 2006 by a fraction, the numerator of
      which is the calendar days he was eligible for Partnership Allocations
      during the period from January 1, 2006 through September 30, 2006 and the
      denominator of which is the total number of calendar days he was eligible
      for Partnership Allocations during 2006.  The remainder of his
      Annual Pay for 2006 will be assigned to the period from October 1, 2006
      through December 31, 2006.

              


      

      


      
        	
                 
      

              	
                (7)

              	
                A
      Participant’s Partnership Allocation will consist of shares of Company
      Stock with a fair market value sufficient to provide the percentage
      determined from (2), (3), (4), or (5), whichever is
      applicable.  “Fair market value” for this purpose will be
      determined as provided in subsection
(b).

              


      

      


      
        	
                 
      

              	
                (8)

              	
                For
      purposes of determining a Participant’s Annual Pay, pay for service in any
      job category other than as a Non-Bargaining Unit Employee and pay prior to
      the date an individual satisfied the eligibility requirements of Sec.
      3.1(b) will be disregarded.

              


      

      


      
        	
                 
      

              	
                (9)

              	
                Shares
      of Company Stock to provide Partnership Allocations will come from the
      Unallocated Reserve.

              


      

      


      
        	
                 
      

              	
                (10)

              	
                If
      the amount available for allocation for a Plan Year is greater than the
      amount necessary to make the minimum allocations required by (3), (4), and
      (5), the excess amount shall be allocated as
  follows:

              


      


      
        
           


        

        
          17

          
            

          

        

        
           


        

      


      
        	
                             

              	
                (A)

              	
                Any
      excess amount for 2006 will be allocated in proportion to Annual Pay for
      the period from October 1, 2006 through December 31, 2006, determined as
      provided in (6).

              


      

      


      
        	
                 
      

              	
                (B)

              	
                Any
      excess amount for a Plan Year after 2006 will be allocated in proportion
      to Annual Pay for that Plan Year.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Bargaining Unit
      Allocations.  A Bargaining Unit Allocation will be made
      to the Bargaining Unit Account of each eligible Bargaining Unit Employee
      for each calendar quarter beginning on or after April 1, 2001, subject to
      the following:

              


      

      


      
        	
                 
      

              	
                (1)

              	
                A
      Participant will be eligible to share in the Bargaining Unit Allocation
      for a calendar quarter only if he or she is a Bargaining Unit Employee and
      Active Participant on the first day of that quarter.  If a
      Participant transfers to a job in which he or she is not a Bargaining Unit
      Employee after the first day of the quarter, he or she will nevertheless
      receive a Bargaining Unit Allocation based on his or her Periodic Pay for
      the entire quarter.

              


      

      


      
        	
                 
      

              	
                (2)

              	
                The
      Bargaining Unit Allocation for a calendar quarter shall consist of shares
      of Company Stock having a fair market value equal to 1% multiplied by the
      Participant’s Periodic Pay for that calendar quarter.  For the
      calendar quarter ending March 31, 2004, the Bargaining Unit Allocation is
      .0075 (i.e. 3⁄4 of 1%) of January 2004 Periodic Pay plus 1% of February and
      March 2004 Periodic Pay.

              


      

      
        	
                 
      

              	 


      

      
        	
                 
      

              	
                (3)

              	
                The
      fair market value of shares of Company Stock for purposes of determining
      the Bargaining Unit Allocation for a quarter will be determined as
      follows:

              


      

      


      
        	
                 
      

              	
                (A)

              	
                For
      the first three calendar quarters of the Plan Year, the fair market value
      is the New York Stock Exchange closing price on the last business day of
      said quarter.

              


      

      


      
        	
                 
      

              	
                (B)

              	
                For
      the last calendar quarter of the Plan Year, the fair market value will be
      determined as provided in subsection
(b).

              


      

      


      
        	
                 
      

              	
                (4)

              	
                Bargaining
      Unit Allocations for a quarter will occur as of the end of that
      quarter.

              


      

      


      
        	
                 
      

              	
                (5)

              	
                Shares
      for the Bargaining Unit Allocation will come from the Unallocated
      Reserve.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                Matching
      Allocations.  A Matching Allocation determined as follows
      will be made each calendar quarter to the Matching Account of each
      eligible Non-Bargaining Unit
Employee:

              


      


      
        
           


        

        
          18

          
            

          

        

        
           


        

      


      (1)           A
Participant will be eligible to share in the Matching Allocation for
a

      calendar
quarter only if he or she is a Non-Bargaining Unit Employee and Active
Participant on the first day of that quarter.  If a Participant
transfers to a job as a Bargaining Unit Employee after the first day of the
quarter, he or she will nevertheless receive a Matching Allocation based on his
or her Periodic Pay and Before Tax Contributions for the entire
quarter.  The first Matching Allocations will be for the calendar
quarter beginning July 1, 2001.

      


      
        	
                 
      

              	
                (2)

              	
                Matching
      Allocations for 2006 will be determined as
  follows:

              


      

      


      
        	
                 
      

              	
                (A)

              	
                For
      the first, second and third quarters of 2006, the Matching Allocation will
      consist of shares of Company Stock having fair market value equal to 50%
      of the Participant’s Before Tax Contributions during said quarter, but
      disregarding any Before Tax Contributions in excess of 4% of the
      Participant’s Periodic Pay for that
quarter.

              


      

      


      
        	
                 
      

              	
                (B)

              	
                For
      the fourth quarter of 2006:

              


      

      


      


      
        	
                 
      

              	
                (i)

              	
                The
      Matching Allocation for Group I Participants will consist of shares of
      Company Stock having a fair market value equal to 100% of the
      Participant’s Before Tax Contributions during said quarter, but
      disregarding any Before Tax Contributions in excess of 4% of the
      Participant’s Periodic Pay for the
quarter.

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                The
      Matching Allocation for Group II Participants will consist of shares of
      Company Stock having a fair market value equal to 100% of the
      Participant’s Before Tax Contributions during said quarter, but
      disregarding any Before Tax Contributions in excess of 5% of the
      Participant’s Periodic Pay for the
quarter.

              


      

      (C)           For
purposes of determining Matching Allocations for 2006, if a

      Participant
was eligible for Matching Allocations throughout 2006, three-fourths of her
Before Tax Contributions will be assigned to the period from January 1, 2006
through September 30, 2006, and one fourth to the period from October 1, 2006
through December 31, 2006.  However, if a Participant was not eligible
for Matching Allocations for the entire year, her Before Tax Contributions for
the period through September 30, 2006 will be determined by a fraction, the
numerator of which is the calendar days she was eligible for Matching
Allocations during the period from January 1, 2006 through September 30, 2006
and the denominator of which is the total number of calendar days she was
eligible for Matching Allocations during 2006.  The remainder of her
Before Tax Contributions for 2006 will be assigned to the period from October 1,
2006 through December 31, 2006.

      


      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

      
        	
                 
      

              	
                (3)

              	
                Beginning
      with the first quarter of 2007:

              


      

      


      
        	
                 
      

              	
                (A)

              	
                The
      Matching Allocation for Group I Participants will consist of shares of
      Company Stock having a fair market value equal to 100% of the
      Participant’s Before Tax Contributions and Roth 401(k) Contributions
      during said quarter, but disregarding any Before Tax Contributions and
      Roth 401(k) Contributions in excess of 4% of the Participant’s Periodic
      Pay for the quarter.

              


      

      


      
        	
                 
      

              	
                (B)

              	
                The
      Matching Allocation for Group II Participants will consist of shares of
      Company Stock having a fair market value equal to 100% of the
      Participant’s Before Tax Contributions and Roth 401(k) Contributions
      during said quarter, but disregarding any Before Tax Contributions and
      Roth 401(k) Contributions in excess of 5% of the Participant’s Periodic
      Pay for the quarter.

              


      

      


      
        	
                 
      

              	
                (4)

              	
                The
      fair market value of shares of Company Stock for purposes of determining
      the Matching Allocation for a quarter will be determined as
      follows:

              


      

      


      
        	
                 
      

              	
                (A)

              	
                For
      the first three calendar quarters of the Plan Year, the fair market value
      is the New York Stock Exchange closing price on the last business day of
      said quarter.

              


      

      


      
        	
                 
      

              	
                (B)

              	
                For
      the last calendar quarter of the Plan Year, the fair market value will be
      determined as provided in subsection
(b).

              


      

      


      (5)           Matching
Allocations for a quarter will occur as of the end of that quarter.

      


      
        	
                 
      

              	
                (6)

              	
                Shares
      for the Matching Allocation will come from the Unallocated
      Reserve.

              


      

      


      (7)           Matching
Allocations shall be trued up to the extent necessary so that

      aggregate
Matching Allocations for the Plan Year equals the applicable percentage under
paragraphs (2) and (3).  The fair market value of shares used to make
the true up allocation will be determined as provided in subsection
(b).

      


      
        	
                 
      

              	
                (f)

              	
                Results Sharing
      Allocations.  Beginning with any Results Sharing Award
      earned for 2006, half of a Participant’s Results Sharing Award will be
      provided in the form of an allocation of shares of Company Stock from the
      Unallocated Reserve, subject to the
following:

              


      

      


      
        	
                 
      

              	
                (1)

              	
                For
      purposes of converting half of any Results Sharing Award earned for a Plan
      Year to shares allocated under this section, shares will be valued at
      their “fair market value”, which for this purpose, means the average New
      York Stock Exchange closing price for the last 20 days up to and including
      the date that is 15 calendar days prior to the date on which the cash
      portion of any Results Sharing Award is paid to
    Participants.

              


      

      


      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

      
        	
                 
      

              	
                (2)

              	
                Shares
      earned for a Plan Year under this subsection will be credited to Results
      Sharing Accounts on a date determined by the Company.  Said date
      may be after the close of the Plan Year the shares are
    earned.

              


      

      


      
        	
                 
      

              	
                (3)

              	
                Results
      Sharing Allocations are available to Participants who are Non-Bargaining
      Unit Employees (both Group I Participants and Group II Participants) and
      Participants who are Bargaining Unit
Employees.

              


      

      


      
        	
                 
      

              	
                (4)

              	
                No
      allocation will be made under this subsection with respect to Results
      Sharing Awards attributable to compensation in excess of the limit under
      Code §401(a)(17).

              


      

      


      If the
value of Company Stock available for allocation is less than the amount required
to complete all allocations required under this Sec. 4.4, additional amounts of
Company Stock shall be released from the Unallocated Reserve in an amount
sufficient to complete allocations at the required level.  If such
advances occur, the Participating Employers shall make contributions such that
the Trustee can make subsequent loan payments in an amount sufficient so that
the aggregate number of shares required to be released from the Unallocated
Reserve for the entire Plan Year under Sec. 2.17(e) is equal to the aggregate
number of shares actually released for the entire Plan Year.

      


      Sec.
4.5                      Time of
Contributions.  Contributions by
a Participating Employer for a Plan Year shall be paid to the Fund no later than
the time (including extensions thereof) prescribed by law for filing the
employer’s federal income tax return for the tax year in which the Plan Year
ends.  Contributions with respect to a particular Plan Year generally
shall be made during that year or as soon as reasonably possible after the close
of said year.

      


      Sec.
4.6                      Long-Term
Disability Allocations  If a Participant has a Total
Disability:

      


      
        	
                 
      

              	
                (a)

              	
                He
      or she will be eligible for allocations under Sec. 4.4 during the period
      while he or she is receiving benefits under the Company’s long-term
      disability plan on the same basis as he or she was receiving allocations
      immediately before becoming disabled.  However, no Results
      Sharing Allocations will be provided while on long-term
      disability.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                For
      purposes of determining the amount of such allocations, the Participant
      will be deemed to continue having Annual Pay and Periodic Pay at the rate
      in effect immediately before he or she became disabled.  Said
      deemed pay will also be recognized as Testing Wages for purposes of
      applying the Code §415 limit under Sec.
  6.1(a)(2).

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Participants
      are free to make Salary Reduction Contributions from their long-term
      disability benefits.

              


      

       
 

      



      
        
           


        

        
          21

          
            

          

        

        
           


        

      


      ARTICLE
V

      PARTICIPANT
CONTRIBUTIONS

      


      


      Sec.
5.1                      Before
Tax Contributions.  Participants may
make the following types of contributions to the Plan on a before tax basis
pursuant to Code § 401(k):

      


      
        	
                (a)  

              	
                Salary Reduction
      Contributions.  Before-tax contributions may be made from
      salary as provided in the
subsection:

              


      

      


      
        	
                (1)  

              	
                On
      and after January 1, 2009, when an individual qualifies as a Participant
      under Sec. 3.1(a), he or she shall automatically be enrolled in Salary
      Reduction Contributions equal to 5% of the Participant’s
      Salary.  If a former Participant is rehired as a Qualified
      Employee, he or she will also be automatically enrolled in Salary
      Reduction Contributions equal to 5% of Salary.  Participants who
      are automatically enrolled  may modify said contribution rate as
      provided in paragraph (3).  Said automatic contributions will
      not commence until at least 30 days after an individual becomes a
      Participant.

              


      

      


      
        	
                (2)  

              	
                On
      January 1, 2009, each individual who is eligible to make Salary Reduction
      Contributions but has not made an affirmative election whether to
      contribute will automatically be enrolled in Salary Reduction
      Contributions equal to 5% of the Participant’s Salary.  Such a
      Participant may modify said contribution rate as provided in paragraph
      (3).

              


      

      


      
        	
                (3)  

              	
                A
      Participant may at any time modify his or her rate of Salary Reduction
      Contributions, discontinue making such Contributions, or resume making
      such Contributions.  If a Participant elects to make Salary
      Reduction Contributions, the contribution rate must be a whole percentage
      of Salary of at least 1%.

              


      

      


      
        	
                (4)  

              	
                A
      Participant who has not previously made Salary Reduction Contributions and
      who is automatically enrolled on or after January 1, 2009 may elect to
      withdraw all Salary Reduction Contributions made on his or her behalf,
      adjusted for investment gains or losses.  Any election under
      this subsection must be made within 90 days after the date of automatic
      enrollment.  (For this purpose, the 90 day election period
      begins the day after the first payday that automatic contributions were
      withheld from the individual’s taxable pay.)  A Participant who
      elects such a withdrawal will forfeit all Matching Allocations with
      respect to the Salary Reduction Contributions that are
      withdrawn.  Any such election must take effect not later than
      the earlier of (i) the pay date for the second payroll period that begins
      after the date the  election was made, or (ii) the first pay
      date that occurs at least 30 days after the date the election was
      made.  This paragraph only applies to (i) new Participants who
      are making Salary Reduction Contributions for the first time, and (ii)
      individuals who were eligible to contribute in the past but did not make
      any Salary Reduction Contributions.  Such withdrawals may not be
      made by individuals who made Salary Reduction Contributions in the
      past.

              


      

      


      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

      
        	
                (5)  

              	
                Each
      Participant who is affected by the Plan’s automatic enrollment provisions
      will be provided the notice required by Code
  §414(w)(4).

              


      

      


      
        	
                (6)  

              	
                The
      Participant’s Participating Employer will make a contribution to the Plan
      equal to the amount of the Salary
reduction.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Results Sharing
      Contributions.  Beginning with the Award earned for 2006,
      half of a Participant’s Results Sharing Award is provided in the form of
      an allocation of Company Stock pursuant to Sec. 4.4(f) and the other half
      is paid to the Participant in cash.  A Participant may elect to
      have the cash portion reduced by any whole percentage and contributed to
      the Plan on a before-tax basis.  His or her Participating
      Employer will make a Results Sharing Contribution to the Plan equal to the
      amount of the reduction.  Such elections must be made not later
      than a deadline established by the
Company.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Flexible Dollars
      Contributions.  Prior to 2005, a Participant could elect
      to have part or all of the amount credited under the Flexible Compensation
      Program contributed as a Flexible Dollars Contribution.  No
      Flexible Dollars Contributions shall be made after December 31, 2004,
      except to the extent necessary to complete such contributions for the Plan
      Year ending on that date.

              


      

      


      Sec.
5.2                      After Tax
Contributions.  A Participant may
elect to contribute any whole percentage (but not more than 25%) of his or her
Salary to the Plan as an After Tax Contribution.  The Participating
Employer of a Participant who makes such an election shall withhold the After
Tax Contribution from the Participant’s Salary and transmit it to the
Plan.  A Participant may modify, discontinue, or resume After Tax
Contributions at any time.  Such contributions do not reduce the
Participant’s taxable income and are not subject to Code § 401(k).

      


      Sec.
5.3                      Rollover
Contributions.  With the consent
of the Company, which shall be granted in its sole discretion and only if it
determines the amount to be transferred constitutes a Rollover Contribution, a
Participant may transfer to the Fund an amount that constitutes a Rollover
Contribution, subject to the following:

      


      
        	
                 
      

              	
                (a)

              	
                “Rollover
      Contribution” means a contribution of an amount from another qualified
      plan, qualified annuity plan, tax sheltered annuity, individual retirement
      account or annuity, or eligible deferred compensation plan of a state or
      local government or political division thereof, which may be rolled over
      to the Plan pursuant to any Code provision which permits such
      rollovers.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                A
      Rollover Account shall be established for each Participant who makes a
      Rollover Contribution.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                If
      a Rollover Contribution includes after-tax assets, said assets will be
      accepted only to the extent the rollover is made as a direct transfer from
      another plan qualified under Code § 401(a).  Such after-tax
      assets shall be separately accounted
for.

              


      

      


      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

      

      
        	
                 
      

              	
                (d)

              	
                On
      and after January 1, 2007, a direct Rollover Contribution from another
      qualified plan may include amounts attributable to Roth 401(k)
      Contributions.  Such amounts will be accepted only in the form
      of a direct rollover from the other plan and not in the form of amounts
      distributed to the Participant and later rolled over.  Such
      amounts will be separately accounted
for.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                In
      no event will any hardship distributions (consisting of amounts deferred
      from taxation under Code § 401(k) or otherwise) be
    accepted.

              


      

      


      Sec.
5.4                      Roth
401(k) Contributions.  Participants may
make the following types of contributions to the Plan on an after tax basis in
the form of Roth 401(k) Contributions:

      


      
        	
                 
      

              	
                (a)

              	
                Roth Salary Reduction
      Contributions.  Effective January 1, 2007, a participant
      may elect to have his or her Salary reduced by any whole percentage and
      contributed to the Plan as a Roth 401(k) Contribution.  His or
      her Participating Employer will make a Roth Salary Reduction Contribution
      to the Plan equal to the amount of the reduction.  A Participant
      may modify, discontinue, or resume Roth Salary Reduction Contributions at
      any time.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Roth Results Sharing
      Contributions.  Beginning with the Award earned for 2007.
      a Participant may elect to have the cash portion of his or her Results
      Sharing Award reduced by any whole percentage and contributed to the Plan
      as a Roth 401(k) Contribution.  His or her Participating
      Employer will make a Roth Results Sharing Contribution to the Plan equal
      to the amount of the reduction.  Such elections must be made not
      later than a deadline established by the
  Company.

              


      

      


      Such
contributions are in lieu of part or all of the Before Tax Contributions the
Participant otherwise is eligible to make.  Roth 401(k) Contributions
are treated by the Participant’s Participating Employer as includible in the
Participant’s taxable income at the time the Participant would have received the
amount involved in cash but for the contribution election.

      


      Sec.
5.5                      Amounts
Paid After Termination of Employment. .  Participant
contributions under Sections 5.1 – 5.4 may not be made from severance pay or
other amounts paid after the Participant’s Termination of
Employment.  However, contributions may be made from the Participant’s
final pay for services rendered while an employee, provided it is paid within 2
1⁄2 months after Termination of Employment, or if later, by the end of Plan Year
in which Termination of Employment occurred.


      
        
           


        

        
          24

          
            

          

        

        
           


        

      


      ARTICLE
VI

      LIMITS ON ALLOCATIONS AND
BENEFITS

      


      Sec.
6.1                      Limitation
on Allocations.  Notwithstanding
any provisions of the Plan to the contrary, allocations to Participants under
the Plan shall not exceed the maximum amount permitted under Code §
415.  For purposes of the preceding sentence, the following rules
shall apply unless otherwise provided in Code § 415:

      


      
        	
                 
      

              	
                (a)

              	
                The
      Annual Additions with respect to a Participant for any Plan Year shall not
      exceed the lesser of:

              


      

      


      
        	
                 
      

              	
                (1)

              	
                The
      limit under Code § 415(c)(1)(A), which is $46,000 for 2008, and is subject
      to a cost of living adjustment for Plan Years after
  2008.

              


      

      


      
        	
                 
      

              	
                (2)

              	
                100%
      of the Participant’s Testing Wages.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                If
      a Participant is also a participant in one or more other defined
      contribution plans maintained by a Participating Employer or other entity
      under Common Control with the Company, and if the amount of Employer
      contributions otherwise allocated to the Participant for a Plan Year must
      be reduced to comply with the limitations under Code § 415, such
      allocations under this Plan and each of such other plans shall be reduced
      to the extent necessary to comply with said
  limitations.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                If
      for any Plan Year the limitation described in subsection (a) would
      otherwise be exceeded with respect to any
  Participant:

              


      

      


      
        	
                 
      

              	
                (1)

              	
                Excess
      Before Tax Contributions and any related investment earnings for any
      Participant who was age 50 or older on the last day of the Plan Year will
      be recharacterized as catch-up contributions, but only to the extent that
      the recharacterized amount, when added to any other catch-up contributions
      for the Participant, do not exceed the limit under Sec.
      6.2(b).

              


      

      


      
        	
                 
      

              	
                (2)

              	
                If
      there is any excess amount remaining after (1), it will be corrected as
      provided in the Employee Plans Compliance Resolution System (EPCRS) and
      any other applicable guidance from the U.S. Department of
      Treasury.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                For
      purposes of this section, “Annual Additions” means the sum of the
      following amounts allocated to a Participant for a Plan Year under this
      Plan and all other defined contribution plans maintained by the
      Participating Employers:

              


      

      


      (1)           Employer
contributions.  For this purpose, “employer
contributions”

      means the
sum of (i) contributions made under Sec. 4.2 and applied to make principal
payments on Exempt Loans to the extent such payments are attributable to shares
allocated to the Participant out of the Unallocated Reserve and (ii) other
employer contributions (including Before Tax Contributions) under this or any
other qualified defined contribution plan.  However, “catch-up”
contributions made pursuant to Code § 414(v) are not Annual
Additions.

      


      
        
          
          

        

        
          25

          
            

          

        

        
          
          

        

      

      
        	
                 
      

              	
                (2)

              	
                Roth
      401(k) Contributions.

              


      

      


      (3)           After
Tax Contributions.

      


      
        	
                 
      

              	
                (4)

              	
                Forfeitures
      allocated in lieu of employer contributions; provided, however, that
      forfeitures attributable to Company Stock acquired with the proceeds of an
      Exempt Loan are Annual Additions only if the requirements of subsection
      (e) are not met.

              


      

      


      Interest
on an Exempt Loan shall be an Annual Addition for any Plan Year that the
requirements of subsection (e) are not met.  An Annual Addition with
respect to a Participant’s Accounts shall be deemed credited thereto with
respect to a Plan Year if it is allocated to the Participant’s Accounts under
the terms of the Plan as of any date within such Plan Year.

      


      
        	
                 
      

              	
                (e)

              	
                The
      requirements of this subsection (e) are met with respect to a particular
      Plan Year if no more than one-third of the shares released from the
      Unallocated Reserve as a result of leveraged ESOP contributions under Sec.
      4.2 are allocated to Highly Compensated
  Employees.

              


      

      


      Sec.
6.2                      Limit on
Before Tax Contributions.  Before Tax
Contributions for a Participant for a Plan Year (including Salary Reduction
Contributions, Results Sharing Contributions, and Flexible Dollars
Contributions) and Roth 401(k) Contributions shall not exceed the maximum annual
amount permitted for that Plan Year under subsection (a) plus any additional
amount permitted by subsection (b):

      


      
        	
                 
      

              	
                (a)

              	
                Except
      as provided in subsection (b), a Participant’s Before Tax Contributions
      and Roth 401(k) Contributions for 2009 may not exceed
      $16,500.  Said limit shall be adjusted for cost of living for
      years after 2009.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                If
      a Participant is 50 or older on the last day of a Plan Year, and has
      contributed the full amount permitted under subsection (a), he or she may
      make additional “catch-up” Before Tax Contributions and Roth 401(k)
      Contributions for 2009 not in excess of $5,500.  Said amount
      shall be adjusted for cost of living for years after
  2009.

              


      

      


      Sec.
6.3                      Return of
Excess Deferrals.  Notwithstanding
any other provisions of the Plan, Excess Deferrals for a calendar year and any
income allocable thereto may be distributed at any time after the Excess
Deferrals are received but in no case will the Excess Deferrals be distributed
later than the following April 15 to Participants who claim such Excess
Deferrals, subject to the following:

      


      
        	
                 
      

              	
                (a)

              	
                For
      purposes of this section, “Excess Deferrals” means the amount of Before
      Tax Contributions and Roth 401(k) Contributions for a calendar year that
      the Participant claims pursuant to the procedure in subsection (b) because
      the total amount deferred for the calendar year under this Plan and any
      other plan exceeds the limit under Code §
  402(g).

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      Participant’s written claim, specifying the Participant’s Excess Deferral
      for the preceding calendar year, shall be submitted to the Company no
      later than March
      1.  The claim shall include the Participant’s written statement
      that if such amounts are not distributed, such Excess Deferrals, when
      added to amounts deferred under other plans or arrangements described in
      Code §§ 401(k), 403(b), or 408(k), exceed the limit imposed on the
      Participant by Code § 402(g) for the year in which the deferral
      occurred.

              


      

      


      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

      
        	
                 
      

              	
                (c)

              	
                Excess
      Deferrals distributed to a Participant with respect to a calendar year
      shall be adjusted to include income or losses allocable
      thereto.  The amount of income or loss shall be the pro-rata
      portion of the income or loss for the year for which the contributions
      were made, which is determined by the Company or Administrative Delegate
      to fairly reflect the portion of the Plan’s aggregate income or loss for
      said year properly attributable to the Excess Deferrals.  Any
      income or loss after the close of the year for which the contributions
      were made shall remain in the Fund and will not be
      distributed.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                No
      Matching Allocations will be provided with respect to Excess
      Deferrals.  Any Matching Allocations made with respect to Before
      Tax Contributions and Roth 401(k) Contributions which are later determined
      to be Excess Deferrals shall be forfeited and applied as provided in Sec.
      13.12.  The amount forfeited shall be adjusted for income or
      losses attributable thereto, determined as provided in subsection
      (c).

              


      

      


      
        	
                 
      

              	
                (e)

              	
                Said
      distribution shall be made first from Roth 401(k) Contributions and then
      from Before Tax Contributions.

              


      

      


      Sec.
6.4                      Adjustment
of Matching Allocations Required by Code § 401(m).  If necessary to
satisfy the requirements of Code § 401(m), Matching Allocations for
Non-Bargaining Unit Participants will be adjusted as provided in this
section.  Under applicable regulations, Matching Allocations provided
to Bargaining Unit Participants automatically satisfy §401(m); such Participants
will be disregarded in applying this section.

      


      
        	
                 
      

              	
                (a)

              	
                If
      the requirements of either paragraph (1) or (2) are satisfied, then no
      further action is needed under this
section:

              


      

      


      (1)           The
average contribution percentage of Highly Compensated Employees

      for the
current Plan Year is not more than 1.25 times the average contribution
percentage of Non-Highly Compensated Employees for the immediately preceding
Plan Year.

      


      
        	
                 
      

              	
                (2)

              	
                The
      excess of the average contribution percentage of Highly Compensated
      Employees for the current Plan Year over the average contribution
      percentage of Non-Highly Compensated Employees for the immediately
      preceding Plan Year is not more than two percentage points, and the
      average contribution percentage of Highly Compensated Employees for the
      current Plan Year is not more than 2 times the average contribution
      percentage of Non-Highly Compensated Employees for the immediately
      preceding Plan Year.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      Company may elect to apply subsection (a) by using the average
      contribution percentage of Non-Highly Compensated Employees for the
      current Plan Year (rather than the preceding Plan Year).  Any
      such election shall be made in accordance with procedures prescribed by
      the Internal Revenue Service and will be irrevocable except in accordance
      with those procedures.

              


      

       

      
         

        
          27

        

        
          
          

        

      

      (c)           Average
contribution percentages will be determined as follows:

      


      
        	
                 
      

              	
                (1)

              	
                A
      Participant’s contribution percentage for a Plan Year is the amount in (A)
      divided by the amount in (B):

              


      

      


      
        	
                 
      

              	
                (A)

              	
                The
      Participant’s Matching Allocations under Sec. 4.4(e) and After Tax
      Contributions under Sec. 5.2.

              


      

      


      (B)           The
Participant’s Testing Wages for said Plan Year.

      


      
        	
                 
      

              	
                (2)

              	
                The
      average contribution percentage for Highly Compensated Employees or
      Non-Highly Compensated Employees for a Plan Year is the average of the
      individual percentages for all such employees who were Qualified Employees
      during that Plan Year.

              


      

      


      
        	
                 
      

              	
                (3)

              	
                The
      average contribution percentage for Non-Highly Compensated Employees for
      the preceding Plan Year will take into account all Qualified Employees who
      were Non-Highly Compensated Employees during the preceding Plan Year,
      regardless of whether the individual is a Non-Highly Compensated Employee
      for the current Plan Year.

              


      

      


      
        	
                 
      

              	
                (4)

              	
                The
      individual and average contribution percentages shall be calculated to the
      nearest one-hundredth of one
percent.

              


      

             
(d)           At any time
during the Plan Year, the Company may make an estimate of the

      amount of
Matching Allocations on behalf of Highly Compensated Employees that will be
permitted under this section for the year and may reduce the Matching
Allocations for Highly Compensated Employees to the extent the Company
determines in its sole discretion to be necessary to satisfy at least one of the
requirements in subsection (a).

      


      
        	
                 
      

              	
                 (e)

              	
                If
      neither of the requirements of subsection (a) is satisfied, then Matching
      Allocations with respect to Highly Compensated Employees shall be reduced
      as follows:

              


      

      


      
        	
                 
      

              	
                (1)

              	
                Determine excess
      amount with respect to each Highly Compensated
      Employee.  The Company will determine the maximum
      individual contribution percentage which could be allowed and still
      satisfy (a)(1) or (a)(2).  For each Highly Compensated Employee
      whose actual contribution percentage was higher than the maximum
      individual percentage, the Company will determine the amount of excess
      contributions (i.e. the amount by
      which the individual’s actual After Tax Contributions and Matching
      Allocations exceeds what they would have been if limited to the maximum
      permitted contribution percentage).

              


      

       

      
         

        
          28

        

        
          
          

        

      

      
        	
                 
      

              	
                (2)

              	
                Add up excess amount
      for Highly Compensated Employees.  Rather than distribute
      amounts determined in (1) to the individuals whose After Tax Contributions
      and Matching Allocations exceeded the maximum permitted contribution
      percentage, these amounts will be added together to determine an aggregate
      amount of excess contributions.

              


      

      


      
        	
                 
      

              	
                (3)

              	
                Reduce After Tax
      Contributions and Matching Allocations.  Reduce After Tax
      Contributions and Matching Allocations of Highly Compensated Employees who
      received the highest dollar amount by the amount required to cause After
      Tax Contributions and Matching Allocations to equal the amount received by
      the Highly Compensated Employee with the next highest dollar
      amount.  Continue making such reductions until the aggregate
      amount of reductions equals the total determined in
  (2).

              


      

      


      (f)           If
contributions with respect to a Highly Compensated Employee are
reduced

      pursuant
to subsection (e), the excess contributions (adjusted for income or losses
allocable thereto) shall be subtracted from the Participant’s After Tax Account
and Matching Account and distributed to the Participant no later than December
31 of the following Plan Year.  Furthermore, the Company shall attempt
to distribute such amount by March 15 of the following Plan Year to avoid the
imposition on the Company of an excise tax under Code §
4979.  (However, for distributions with respect to the 2009 Plan Year,
if such distributions are made by June 30, 2010, no excise tax will be
incurred.)  Income or losses allocable to excess amounts shall be the
pro-rata portion of the income or loss for the year for which the contributions
were made which is determined by the Company or Administrative Delegate to
fairly reflect the portion of the Plan’s aggregate income or loss for said year
properly attributable to the excess amounts.  Any income or loss after
the close of the year for which the contributions were made shall remain in the
Fund and will not be distributed.

      


      
        	
                 
      

              	
                (g)

              	
                The
      Company may direct that the test in this section will be run using the
      testing options in Treas. Reg. 1.401(m)-2(1)(iii)(A) or (B), which involve
      special testing provisions for Participants who have not yet attained age
      21 or have not yet completed a year of Aggregate Continuous
      Service.

              


      

      


      Sec.
6.5                      Adjustment
of Before Tax Contributions Required by Code § 401(k).  Under Sec.
4.4(c), this Plan provides Partnership Allocations to Non-Bargaining Unit
Participants in excess of 3% of Annual Pay.  As a result, this Plan is
a “safe-harbor plan” and the Code § 401(k) deferral percentage test is not
applicable with respect to such Participants.   To qualify as a
safe harbor plan, each year the Company must distribute a notice to each
Participant which includes the types of safe harbor contributions made, the plan
to which they are made, the type and amount of compensation which may be
deferred, how to make elections and the period for making elections, and the
Plan’s vesting and withdrawal provisions.  A supplemental notice must
be provided if the Plan changes its testing method.

      


      However,
Bargaining Unit Participants are not eligible to share in Partnership
Allocations and the Code § 401(k) deferral percentage test applies to such
Participants.  Therefore, if necessary to satisfy the requirements of
Code § 401(k), Before Tax Contributions with respect to Bargaining Unit
Participants shall be adjusted as follows.  For purposes of applying
this section, Non-Bargaining Unit Participants will be disregarded.

       

      
         

        
          29

        

        
          
          

        

      

      
        	
                 
      

              	
                (a)

              	
                If
      the requirements of either paragraph (1) or (2) are satisfied with respect
      to a Plan Year, then no further action is needed under this
      section:

              


      

      


      
        	
                 
      

              	
                (1)

              	
                The
      average deferral percentage of Highly Compensated Employees for the
      current Plan Year is not more than 1.25 times the average deferral
      percentage of non-Highly Compensated Employees for the immediately
      preceding Plan Year.

              


      

      


      (2)           The
excess of the average deferral percentage of Highly Compensated

      Employees
for the current Plan Year over the average deferral percentage of non-Highly
Compensated Employees for the immediately preceding Plan Year is not more than
two percentage points, and the average deferral percentage of Highly Compensated
Employees for the current Plan Year is not more than 2 times the average
deferral percentage of non-Highly Compensated Employees for the immediately
preceding Plan Year.

      


      
        	
                 
      

              	
                (b)

              	
                The
      Company may elect to apply subsection (a) by using the average deferral
      percentage of non-Highly Compensated Employees for the current Plan Year
      (rather than the preceding Plan Year).  Any such election shall
      be made in accordance with procedures prescribed by the Internal Revenue
      Service and will be irrevocable except in accordance with those
      procedures.

              


      

      


      (c)           Average
deferral percentages will be determined as follows:

      


      
        	
                 
      

              	
                (1)

              	
                A
      Participant’s deferral percentage for a Plan Year is his Before Tax
      Contributions and Roth 401(k) Contributions for said Plan Year (including
      any Excess Deferrals distributed under Sec. 6.3 but excluding any
      “catch-up” contributions made pursuant to Sec. 6.2(b)), divided by his or
      her Testing Wages for said Plan
Year.

              


      

      


      
        	
                 
      

              	
                (2)

              	
                The
      average deferral percentage for Highly Compensated Employees or non-Highly
      Compensated Employees for a Plan Year is the average of the individual
      percentages for all such employees who were eligible to make Before Tax
      Contributions or Roth 401(k) Contributions during that Plan
      Year.

              


      

      


      
        	
                 
      

              	
                (3)

              	
                The
      average deferral percentage for non-Highly Compensated Employees for the
      preceding Plan Year will take into account all individuals who were
      eligible to make Before Tax Contributions or Roth 401(k) Contributions and
      were non-Highly Compensated Employees during the preceding Plan Year,
      regardless of whether the individual is eligible to make such
      contributions and/or is a non-Highly Compensated Employee for the current
      Plan Year.

              


      

      


      
        	
                 
      

              	
                (4)

              	
                The
      individual and average deferral percentages shall be calculated to the
      nearest  one-hundredth of one
percent.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                If
      neither of the requirements of subsection (a) is satisfied, then the
      Before Tax Contributions and Roth 401(k) Contributions with respect to
      Highly Compensated Employees shall be reduced as
  follows:

              


      


      
        
           


        

        
          30

          
            

          

        

        
           


        

      


      (1)           Determine excess amount with
respect to each Highly Compensated

      Employee.  The
Company will determine the maximum individual deferral percentage which could be
allowed and still satisfy (a)(1) or (a)(2).  For each Highly
Compensated Employee whose actual deferral percentage was higher than the
maximum individual percentage, the Company will determine the amount of excess
contributions (i.e. the
amount by which the individual’s actual Before Tax Contributions and Roth 401(k)
Contributions exceeds what such contributions would have been if he or she had
contributed the maximum permitted deferral percentage).

      


      
        	
                 
      

              	
                (2)

              	
                Add up excess amount
      for all Highly Compensated Employees.  Rather than
      distributing the amounts determined in (1) to the individuals whose Before
      Tax Contributions and Roth 401(k) Contributions exceeded the maximum
      permitted deferral percentage, these amounts will be added together to
      determine an aggregate amount of excess
  deferrals.

              


      

      


      
        	
                 
      

              	
                (3)

              	
                Distribute excess
      deferrals.  Reduce Before Tax Contributions and Roth
      401(k) Contributions of the Highly Compensated Employee who contributed
      the highest dollar amount by the amount required to cause such
      contributions to equal the amount contributed by the Highly Compensated
      Employee with the next highest dollar amount.  Continue making
      such reductions until the aggregate amount of reductions equals the
      total  determined in (2).

              


      

      


      
        	
                 
      

              	
                (e)

              	
                The
      amount by which Before Tax Contributions and Roth 401(k) Contributions
      with respect to Highly Compensated Employees are reduced pursuant to
      subsection (d) shall be applied as
follows:

              


      

      


      
        	
                 
      

              	
                (1)

              	
                Such
      reductions for Highly Compensated Employees who were age 50 or older by
      the last day of the Plan Year for which the contribution was made will be
      recharacterized as catch-up contributions, but only to the extent that the
      recharacterized amount, when added to any other catch-up contributions
      previously made by the Participant, do not exceed the applicable limit
      under Sec. 6.2(b).

              


      

      


      (2)           Any
remaining reduction amount for employees age 50 or older, and the

      full
reduction amount for employees younger than age 50 (in either case adjusted for
income or losses allocable thereto) shall be distributed to Participants on
whose behalf such excess contributions were made no later than December 31 of
the following Plan Year.  Furthermore, the Company shall attempt to
distribute such amount by March 15 of the following Plan Year to avoid the
imposition on the Company of an excise tax under Code '
4979.  (However, for distributions with respect to the 2009 Plan Year,
if said distributions are made by June 30, 2010, no excise tax will be
incurred.)  Income or losses allocable to contributions which are
being distributed shall be the pro-rata portion of the income or loss for the
year for which the contributions were made which is determined by the Company or
Administrative Delegate to fairly reflect the portion of the Plan's aggregate
income or loss for said year properly attributable to such
contributions.  Any income or loss after the close of the year for
which the contributions were made shall remain in the Fund and will not be
distributed.  The amount of excess contributions and income or losses
allocable thereto which would otherwise be distributed pursuant to this
subsection shall be reduced by the amount of Excess Deferrals and income or
losses allocable thereto previously distributed to the Participant pursuant to
Sec. 6.3 for the same Plan Year.

       

      
         

        
          31

        

        
          
          

        

      

      
        	
                 
      

              	
                (f)

              	
                No
      Matching Allocations will be provided with respect to excess
      contributions.  Any Matching Allocations made with respect to
      contributions which are later determined to exceed the limitations under
      this section shall be forfeited and applied as provided in Sec.
      13.12.  The amount forfeited shall be adjusted for income or
      losses attributable thereto, determined as provided in subsection
      (e).

              


      

      


      
        	
                 
      

              	
                (g)

              	
                Distributions
      under (d) and (e) shall be made first from the Participant’s Roth 401(k)
      Contributions and then from Before Tax
  Contributions.

              


      

      


      
        	
                 
      

              	
                (h)

              	
                The
      Company may direct that the test in this section will be run using the
      testing options in Treas. Reg. 1.401(k)-2(a)(1)(iii)(A) or (B), which
      involve special testing provisions for Participants who have not yet
      attained age 21 or have not yet completed a year of Aggregate Continuous
      Service.

              


      

      


      Sec.
6.6                      Testing
Arrangements If Employer Has More Than One Plan.   The
following requirements apply under Sec. 6.4 and Sec. 6.5 if a Participating
Employer has more than one plan subject to Code §§ 401(k) or
401(m):

      


      
        	
                (a)  

              	
                If
      the plans are mandatorily or permissively aggregated for purposes of
      determining whether they satisfy Code §§ 401(a)(4) and 410(b), they will
      be treated as a single plan for purposes of applying the Code §401(m)
      actual contribution percentage test in Sec. 6.4 and the Code § 401(k)
      actual deferral percentage test in Sec.
6.5.

              


      

      


      
        	
                (b)  

              	
                If
      a Participant who is a Highly Compensated Employee is eligible to
      participate in another plan that is subject to Code § 401(k) or (m), (i)
      his or her after-tax and matching contributions under that plan will be
      aggregated with such contributions under this Plan for purposes of
      applying the actual contribution percentage test under Sec. 6.4 and (ii)
      his or her 401(k) contributions under that plan will be aggregated with
      such contributions under this plan for purposes of applying the actual
      deferral percentage test in Sec.
6.5.

              


      


      
        
           


        

        
          32

          
            

          

        

        
           


        

      


      ARTICLE
VII

      INDIVIDUAL
ACCOUNTS

      


      Sec.
7.1                      Accounts
for Participants.  The following Accounts may be established
under the Plan for a Participant:

      


      
        	
                 
      

              	
                (a)

              	
                A
      Before Tax Account shall be established to receive any contributions made
      under Sec. 5.1.  Amounts from a Participant’s employer
      contribution account under the Supplemental Retirement Plan also are held
      in his or her Before Tax Account.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                An
      After Tax Account shall be established to receive any contributions made
      under Sec. 5.2.  Amounts from a Participant’s employee
      contribution account under the Supplemental Retirement Plan also are held
      in his or her After Tax Account.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                A
      Basic Account shall be established for each Participant for whom shares
      were allocated when the Plan was a tax credit ESOP.  Such
      Accounts include shares of Company Stock acquired with after tax
      contributions employees made to the tax credit ESOP from 1977 through
      1983.  No such allocations are currently being made to such
      Accounts.  Basic Accounts are comprised of the following
      sub-accounts:

              


      

      


      (1)           Basic
Pre-1989 Accounts;

      


      (2)           Basic
Post-1989 Accounts;

      


      (3)           Basic
Leveraged Accounts.

      


      
        	
                 
      

              	
                (d)

              	
                A
      Special Account shall be established to receive allocations under Sec.
      4.4(b) and to hold similar allocations from the
  ESOP.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                A
      Partnership Account shall be established to receive allocations under Sec.
      4.4(c) and to hold similar allocations from the
  ESOP.

              


      

      


      
        	
                 
      

              	
                (f)

              	
                A
      Bargaining Unit Account shall be established to receive allocations under
      Sec. 4.4(d) and to hold similar allocations from the
  ESOP.

              


      

      


      
        	
                 
      

              	
                (g)

              	
                A
      Matching Account shall be established to receive allocations under Sec.
      4.4(e) and to hold similar allocations from the
  ESOP.

              


      

      


      
        	
                 
      

              	
                (h)

              	
                A
      Results Sharing Account shall be established to receive allocations under
      Sec. 4.4(f).

              


      

      


      
        	
                 
      

              	
                (i)

              	
                A
      Rollover Account shall be established to receive any Rollover
      Contributions made under Sec. 5.3.

              


      

      



      
        
           


        

        
          33

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (j)

              	
                A
      Florida Water Account shall be established to hold amounts from the
      Florida Water Services Corporation Contributory Profit Sharing Plan, which
      was merged with this Plan in 2006.

              


      

      


      
        	
                 
      

              	
                (k)

              	
                A
      Roth 401(k) Account shall be established to receive any contributions made
      under Sec. 5.4.

              


      

      


      Except as
expressly provided herein to the contrary, the Fund shall be held and invested
on a commingled basis, Accounts shall be for bookkeeping purposes only, and the
establishment of Accounts shall not require any segregation of Fund
assets.

      


      Sec.
7.2                      Investment
of Accounts.  Accounts shall be
invested as follows:

      


      
        	
                 
      

              	
                (a)

              	
                A
      Participant=s
      Basic Pre-1989 Account, Basic Post-1989 Account, Basic Leveraged Account,
      Special Account, Partnership Account, Bargaining Unit Account, Matching
      Account, and Results Sharing Account shall be invested in Company Stock
      Fund A until such time as the Participant directs that all or any part of
      said Accounts be transferred to another Investment Fund.  A
      Participant may at any time direct that all or any part of said Accounts
      be transferred to any other Investment Fund.  Such Accounts may
      at any time be reinvested in Company Stock through Company Stock Fund B if
      so directed by the Participant.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                A
      Participant’s Before Tax Account, After Tax Account, Rollover Account, and
      Florida Water Account, and Roth 401(k) Account shall be invested as
      directed by the Participant in Company Stock Fund B or any other
      Investment Fund.  If a Participant fails to direct investment of
      said Accounts, the Company shall designate which Investment Fund will be
      used.  The Investment Fund used for this purpose will be one
      that is a “Qualified Default Investment Alternative” satisfying the
      requirements of applicable regulations of the U.S. Department of
      Labor.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                All
      investment directions shall be in accordance with rules established by the
      Company or Administrative Delegate.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                The
      foregoing provisions are intended to satisfy the diversification
      requirements of Code §§ 401(a)(28) and
  401(a)(35).

              


      

      


      Sec.
7.3                      Investment
Funds.  The following
Investment Funds may be established under the Plan:

      


      
        	
                 
      

              	
                (a)

              	
                Company Stock Fund A
      (formerly ESOP).  Company Stock Fund A shall be invested
      primarily in shares of Company Stock, but the Trustee may maintain a
      portion in cash, cash equivalents, or other
      investments.  Company Stock Fund A includes the shares acquired
      through leveraged transactions and tax credit
    contributions.

              


      


      
        
           


        

        
          34

          
            

          

        

        
           


        

      


      (b)           Company Stock Fund B
(formerly SRP).  Company Stock Fund B shall also be
invested
primarily in shares of Company Stock, but the Trustee may maintain a portion in
cash, cash equivalents, or other investments.  Shares held in Company
Stock Fund B were acquired through Company contributions or open market
purchases.

      


      
        	
                 
      

              	
                (c)

              	
                Other Investment
      Funds.  The Company shall determine the other Investment
      Funds available under the Plan.  The Company may add or delete
      Investment Funds from time to time.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Brokerage
      Accounts.  If permitted by the Company, one of the
      Investment Funds may be an individual brokerage account maintained by the
      Trustee or an affiliate of the Trustee, through which a Participant may
      direct investment of the assets held therein.  The Company or
      Trustee may establish rules limiting the types of investments that may be
      held in brokerage accounts.  Reasonable fees incurred in
      connection with a brokerage account may be charged to that
      account.

              


      

      


      Sec.
7.4                      Valuation
of Accounts.  As of each Valuation Date, each Account shall be
adjusted to reflect the effect of investment gains or losses, income,
contributions, distributions, transfers, loans and all other transactions with
respect to that Account since the next preceding Valuation Date.

      


      Sec.
7.5                      Provisions
Regarding ADESA Spin-Off.  On September 20,
2004, the Company spun-off its shares of ADESA, Inc. common stock to Company
shareholders.  The shares received by the Plan through the spin-off
are referred to as the “ADESA Shares”.  The Plan will dispose of the
ADESA Shares during a one year period following the spin-off, subject to the
following:

      


      
        	
                 
      

              	
                (a)

              	
                The
      ADESA Shares held in Basic Pre-1989 Accounts will be sold and the proceeds
      reinvested in Company Stock on a date or dates as determined by an
      independent fiduciary appointed by the
Company.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      following provisions apply to ADESA Shares in all Accounts other than
      Basic Pre-1989 Accounts:

              


      

      


      
        	
                 
      

              	
                (1)

              	
                ADESA
      Shares received with respect to shares of Company Stock held in Company
      Stock Fund A shall be held in ADESA Stock Fund A.  ADESA Shares
      attributable to shares of Company Stock in Company Stock Fund B shall be
      held in ADESA Stock Fund B.  A portion of ADESA Stock Fund A or
      B may be maintained in cash or other short-term investments approved by
      the Company or by an independent fiduciary appointed by the
      Company.

              


      

      



      
        
           


        

        
          35

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (2)

              	
                A
      Participant may at any time direct that amounts be transferred from his or
      her Accounts in ADESA Stock Fund A or B to other available
      investments.  If the successor investment chosen by the
      Participant is Company Stock, amounts from ADESA Stock Fund A and B will
      be transferred to Company Stock Fund B.  Participants may not
      elect to transfer amounts from other Investment Funds into either ADESA
      Stock Fund.

              


      

      


      
        	
                 
      

              	
                (3)

              	
                If
      the Plan distributes Company Stock in kind to a Participant during the
      period while ADESA Shares are held in his or her Accounts, the ADESA
      Shares also will be distributed in kind.  Except as provided in
      the preceding sentence, ADESA Shares may not be distributed in
      kind.

              


      

      


      
        	
                 
      

              	
                (4)

              	
                On
      or about September 30, 2005, any ADESA Shares remaining in ADESA Stock
      Fund A and B shall be sold; the sale proceeds and any dividends received
      on the ADESA shares shall be invested in shares of Company Stock through
      Company Stock Fund A and B, respectively.  Said sales and
      reinvestments shall occur on a date or dates determined by an independent
      fiduciary appointed by the Company.

              


      

      


      
        	
                 
      

              	
                (5)

              	
                Participant
      contributions and loan payments made after the spin-off may not be
      invested in ADESA Shares.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                Following
      the spin-off, the Unallocated Reserve will hold ADESA Shares received with
      respect to Company Stock held in the Unallocated Reserve, dividends on
      such shares, and proceeds received from selling such
      shares.  Such dividends and sale proceeds shall be invested in
      short-term investments approved by the Company (or by an independent
      fiduciary appointed by the Company) until such time as said amounts are
      reinvested in shares of Company Stock. (Amounts attributable to dividends
      may also be used for ESOP loan
payments.­)

              


      

      


      


      



      
        
           


        

        
          36

          
            

          

        

        
           


        

      


      ARTICLE
VIII

      DESIGNATION OF
BENEFICIARY

      


      Sec.
8.1                      Persons
Eligible to Designate.  Any Participant
may designate a Beneficiary to receive any amount payable from the Fund as a
result of the Participant’s death.  The Beneficiary may be one or more
persons, natural or otherwise.  By way of illustration, but not by way
of limitation, the Beneficiary may be an individual, trustee, executor, or
administrator.  A Participant may also change or revoke a designation
previously made, without the consent of any Beneficiary named
therein.

      


      Sec.
8.2                      Special
Requirements for Married Participants  Notwithstanding the
provisions of Sec. 8.1, if a Participant is married at the time of his death,
the Participant’s Beneficiary shall be his or her spouse unless the spouse has
consented in writing to the designation of a different Beneficiary, the spouse’s
consent acknowledges the effect of the designation, and the spouse’s consent is
witnessed by a representative of the Plan or a notary public.  The
previous sentence shall not apply if it is established to the satisfaction of
the Company that such consent cannot be obtained because there is no spouse, or
because the spouse cannot be located.  Any designation of a
Beneficiary or form of benefits which has received spousal consent may not be
changed (other than by being revoked) without spousal consent.  Any
such consent shall be valid only with respect to the spouse who signed the
consent.

      


      Sec.
8.3                      Form and
Method of Designation.  Any designation or revocation of a
prior designation of Beneficiary shall be in writing on a form acceptable to the
Company and shall be filed with the Company.  The Company and all
other parties involved in making payment to a Beneficiary may rely on the latest
Beneficiary designation on file with the Company at the time of payment or may
make payment pursuant to Sec. 8.4 if an effective designation is not on file,
shall be fully protected in doing so, and shall have no liability whatsoever to
any person making claim for such payment under a subsequently filed designation
of Beneficiary or for any other reason.

      


      Sec.
8.4                      No
Effective Designation.  If there is not on file with the
Company an effective designation of Beneficiary by a deceased Participant, the
Beneficiary shall be the person or persons surviving the Participant in the
first of the following classes in which there is a survivor, share and share
alike:

      


      (a)           The
Participant’s spouse.

      
        	
                 
      

              	
                (b)

              	
                The
      Participant’s children who survive the Participant in equal shares, except
      that if any children predecease the Participant but leave issue surviving
      the Participant, such issue shall take by right of representation the
      share their parent would have taken if
living.

              


      

      (c)           This
Participant’s personal representative (executor or administrator).

      


      Determination
of the identity of the Beneficiary in each case shall be made by the
Company.

      


      Sec.
8.5                      Beneficiary
May Designate.  A Beneficiary of
a deceased Participant may designate a successor Beneficiary to receive any
benefits payable after the Beneficiary’s death.  If no successor
Beneficiary is designated or if the successor Beneficiary does not survive the
original Beneficiary, any remaining benefits payable following the original
Beneficiary’s death will be paid to the original Beneficiary’s
estate.


      
        
           


        

        
          37

          
            

          

        

        
           


        

      


      ARTICLE
IX

      BENEFIT
REQUIREMENTS

      


      Sec.
9.1                      Benefit
Upon Termination of Employment.  Upon Termination of
Employment, a Participant’s Accounts are fully vested regardless of his or her
length of service.  A Participant’s benefit upon Termination of
Employment shall be paid as provided in Article X.

      


      Sec.
9.2                      Death.  If
a Participant’s Termination of Employment is the result of his or her death, the
Participant’s Beneficiary shall be entitled to a benefit equal to the value of
all of the  Participant’s Accounts.  Such benefit shall be
paid at the times and in the manner determined under Article X.  If a
Participant’s death occurs after Termination of Employment, a distribution of
the Account balance shall be made to the Beneficiary in accordance with the
provisions of Article X.

      


      Sec.
9.3                      Termination
of Employment Prior to July 1, 2001.  A Participant
whose Termination of Employment occurred prior to July 1, 2001 is subject to the
vesting rules as in effect at the time he or she terminated employment,
including any rules regarding reinstatement of Accounts upon
reemployment.  Any forfeitures with respect to such Participants will
be applied as provided in Sec. 13.12.


      
        
           


        

        
          38

          
            

          

        

        
           


        

      


      ARTICLE
X

      DISTRIBUTION OF
BENEFITS

      


      Sec.
10.1                      Distribution
Following Termination of Employment.   Except as provided
in Sec. 10.2, the benefit to which a Participant or Beneficiary may become
entitled under Article IX shall be distributed at such time and according to
such method as he or she elects, subject to the following:

      


      
        	
                 
      

              	
                (a)

              	
                Distribution
      from all Accounts may occur at any time after the Participant’s
      Termination of Employment.  As of any distribution date, a
      Participant may elect to receive the entire amount available for
      distribution or a portion thereof.  However, no more than one
      partial distribution may be elected in any one Plan Year.  As
      part of any distribution election, a Participant may elect to receive
      future distributions in a series of annual
  installments.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Distributions
      to a Participant must begin not later than the Participant’s “required
      beginning date”.  A Participant’s “required beginning date” is
      April 1 of the Plan Year following the later of (i) the Plan Year in which
      the Participant attains age 701⁄2 , or (ii) the Plan Year in which the
      Participant’s Termination of Employment occurs.  However, if the
      Participant is a 5% owner, as described in Code § 416, the required
      beginning date is April 1 following the Plan Year he or she reaches 701⁄2,
      regardless of whether he or she has had a Termination of
      Employment.

              


      

      


      
        	
                (c)  

              	
                Pursuant
      to Code § 401(a)(14), a Participant has the right to receive distributions
      from the Plan at age 65 (or at Termination of Employment, if
      later).  Such distributions will be made upon receipt of proper
      instructions from the Participant.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                For
      distributions made for calendar years beginning on or after January 1,
      2003, the Plan will apply the minimum distribution and incidental death
      benefit requirements of Code § 401(a)(9) in accordance with Treas. Reg.
      §1.401(a)(9)-1 through 1.401(a)(9)-9.  These requirements will
      override any distribution options in the Plan that are inconsistent with §
      401(a)(9).  (Distributions during 2002 were determined under
      Code § 401(a)(9) regulations proposed on January 17,
  2002.)

              


      

      


      
        	
                 
      

              	
                (e)

              	
                The
      amount distributed to a Participant for the calendar year preceding his or
      her required beginning date and for each subsequent calendar year shall
      not be less than the amount required by Treas. Reg.
      1.401(a)(9)-5.  The distribution for the calendar year preceding
      the individual’s required beginning date must be paid not later than the
      required beginning date.  The distribution for each subsequent
      year must be paid not later than December 31st
      of that year.

              


      

      


      
        	
                 
      

              	
                (f)

              	
                If
      the Participant dies after his or her required beginning date and after
      beginning to receive payments in installments, the remaining payments
      shall be made to the Beneficiary in annual amounts at least equal to the
      minimum amount required by Treas. Reg.
  1.401(a)(9)-5.

              


      

      


      
        	
                 
      

              	
                (g)

              	
                If
      the Participant dies before his or her required beginning date, the
      Participant’s Accounts shall be distributed to the Beneficiary not later
      than December 31 of the year containing the fifth anniversary of the
      Participant’s death, subject to the
following:

              


      

       

      
         

        
          39

        

        
          
          

        

      

      
        	
                 
      

              	
                (1)

              	
                Distributions
      to a Beneficiary may extend beyond five years from the death of the
      Participant if they are in the form of installment payments over a period
      not exceeding the Beneficiary’s life expectancy, provided such payments
      begin not later than December 31 of the year following the year in which
      the Participant’s death occurred.

              


      

      


      
        	
                 
      

              	
                (2)

              	
                If
      a Beneficiary is the surviving spouse of the Participant, payments to that
      surviving spouse pursuant to paragraph (1) need not commence until
      December 31 of the year in which the Participant would have reached age
      701⁄2.

              


      

      


      
        	
                 
      

              	
                (h)

              	
                If
      a Beneficiary of a deceased Participant dies before receiving all benefits
      to which the Beneficiary is entitled under the Plan, any remaining amount
      shall be paid as provided in Sec.
8.5.

              


      

      


      
        	
                 
      

              	
                (i)

              	
                If
      more than one Beneficiary is entitled to benefits following the
      Participant’s death, the interest of each Beneficiary shall be segregated
      into a separate Account for purposes of applying this
    section.

              


      

      


      
        	
                 
      

              	
                (j)

              	
                If
      distributions are made in installments, the amount to be distributed each
      calendar year, beginning with the first calendar year for which payments
      are required pursuant to Code § 401(a)(9), must be at least equal to the
      quotient obtained by dividing the entire interest of the individual on the
      most recent Valuation Date preceding the calendar year (adjusted as may be
      required by Treasury regulations) by the applicable distribution period
      determined under Treas. Reg.
1.401(a)(9)-5.

              


      

      


      
        	
                 
      

              	
                (k)

              	
                Distributions
      shall be made in accordance with the requirements of Code § 401(a)(9),
      including the incidental death benefit requirements of Code § 401(a)(9)(G)
      and the regulations thereunder.  No distribution option
      otherwise permitted under this Plan will be available to a Participant or
      Beneficiary if such distribution option does not meet the requirements of
      Code § 401(a)(9), including paragraph (G)
  thereof.

              


      

      


      
        	
                 
      

              	
                (l)

              	
                A
      Participant or Beneficiary who is receiving a pension under Retirement
      Plan A or Retirement Plan B may elect to have all or any part of the
      taxable portion of his or her benefit rolled over to said
      Plan.  Any such transfer will be made in cash.  The
      transferred amount will either be converted to a life annuity or applied
      to pay monthly installments over a period of years, as elected by the
      Participant.  A Participant may elect to have a portion of the
      transferred amount paid as a life annuity and another portion applied to
      pay monthly installments over a period of years, or may choose to have the
      entire transferred amount paid exclusively in one form or the
      other.  A Participant will not be permitted to elect more than
      two forms of payment for the transferred amount.  After Tax
      Contributions and Roth 401(k) Contributions may not be transferred
      pursuant to this section.

              


      

      


      
        	
                 
      

              	
                (m)

              	
                If
      distributions are made in installments, amounts attributable to Roth
      401(k) Contributions or to rollovers of such contributions will be
      distributed after amounts from other
sources.

              


      

      
        	
                 
      

                 

              	
                (n)

              	
                Pursuant
      to the Worker, Retiree and Employer Recovery Act of 2008 (“WRERA”), the
      minimum distribution requirements of Code §401(a)(9) were waived for
      2009.  The Plan will be administered in accordance with WRERA
      and any applicable regulations or other guidance regarding such
      waiver.  While minimum distributions are not required for 2009,
      individual Participants and Beneficiaries who are eligible for
      distributions are free to take them even if such distributions are not
      required.

              


      

       

      
         

        
          40

        

        
          
          

        

      

      Sec.
10.2                      Accounts
Totaling $1,000 or Less.  If the total
value of the Accounts (including the value of any Rollover Account) of a
Participant, a Beneficiary of a deceased Participant, or an alternate payee
under a qualified domestic relations order, is $1,000 or less immediately prior
to the time distributions are to commence, a single-sum distribution of all of
such individual’s Accounts shall be made to the individual as soon as
administratively feasible following the Participant’s Termination of Employment
or death or the date the domestic relations order is determined to be
qualified.

      


      Sec.
10.3                      Form of
Distribution.  Distributions from Accounts invested in Company
Stock shall be made in cash or in shares of Company Stock (with cash in lieu of
any fractional share), as directed by the Participant.  Distributions
from individual brokerage accounts established pursuant to Sec. 7.3(d) shall be
in cash or in kind, as directed by the Participant.  Distributions
from other Accounts shall be made in cash.  (If a Participant wishes
to receive his or her entire distribution in the form of shares of Company
Stock, he or she must direct transfer of any portion of his or her Accounts not
invested in Company Stock to Company Stock Fund B prior to the
distribution.)  Any transfer to Retirement Plan A or B will be made in
cash.

      


      Sec.
10.4                      Accounting
Following Termination of Employment.  The Participant’s
Accounts shall continue to be invested and valued as provided in Article VII
until distributed.

      


      Sec.
10.5                      Reemployment  No
distribution shall be made to a Participant during any period prior to his or
her required beginning date while he or she is reemployed by a Participating
Employer or other entity under Common Control with the Company.

      


      Sec.
10.6                      Source of
Benefits  All benefits to which persons become entitled
hereunder shall be provided only out of the Fund and only to the extent that the
Fund is adequate therefor.  No benefits are provided under the Plan
except those expressly described herein.  Each Participant and
Beneficiary assumes all risk connected with any decrease in the market value of
any assets held under the Plan.  The Participating Employers do not in
any way guarantee the Fund against any loss or depreciation, or the payment of
any amount that may be or become due to any person from the Fund.

      


                 Sec.
10.7                      Incompetent
Payee.  If in the opinion of the Company a person entitled to
payments hereunder is disabled from caring for his or her affairs because of
physical or mental condition, payment due such person may be made to such
person’s guardian, conservator, or other legal personal representative upon
furnishing the Company with evidence satisfactory to the Company of such
status.  Prior to the furnishing of such evidence, the Company may
cause payment due the person under disability to be made, for such person’s use
and benefit, to any person or institution then in the opinion of the Company
caring for or maintaining the person under disability.  The Company
shall have no liability with respect to payments so made.  The Company
shall have no duty to make inquiry as to the competence of any person entitled
to receive payments hereunder.

      
        
          
          

        

        
          41

          
            

          

        

        
          
          

        

      

      Sec.
10.8                      Benefits
May Not Be Assigned or Alienated  Except as otherwise expressly
permitted by the Plan or required by law, the interest of persons entitled to
benefits under the Plan may not in any manner whatsoever be assigned or
alienated, whether voluntarily or involuntarily, or directly or
indirectly.  However, the Plan shall comply with the provisions of any
court order which the Company determines is a qualified domestic relations order
as defined in Code § 414(p).  Subject to Sec 10.1(d) and Sec. 10.2, an
individual who is entitled to payments from the Plan as an “alternate payee”
pursuant to a qualified domestic relations order may elect to receive payments
from the Plan at any time after the Company’s determination that the order is a
qualified domestic relations order, unless the order specifically provides for
payment to be made at a particular time.  The Company may defer
distributions from an account subject to a domestic relations order pending
determination that the order is qualified.  Also, a Participant’s
Account may be offset as provided by Code § 401(a)(13)(C) by amounts the
Participant is required to pay the Plan due to commission of a crime, breach of
fiduciary duty, or the like.

      


      Sec.
10.9                      Payment
of Taxes  The Trustee may pay any estate, inheritance, income
or other tax, charge or assessment attributable to any benefit payable hereunder
which in the Trustee’s opinion it shall be or may be required to pay out of such
benefit.  The Trustee may require, before making any payment, such
release or other document from any taxing authority and such indemnity from the
intended payee as the Trustee shall deem necessary for its
protection.

      


      Sec.
10.10                      Conditions
Precedent  No person shall be entitled to a benefit hereunder
until his right thereto has been finally determined by the Company, nor until he
has submitted to the Company relevant data reasonably requested by the Company,
including, but not limited to, proof of birth or death.

      


      Sec.
10.11                      Withdrawals
Before Termination of Employment.  Withdrawals prior
to Termination of Employment are permitted as follows:

      


      
        	
                 
      

              	
                (a)

              	
                A
      Participant may at any time elect to withdraw all or any part of his or
      her Basic Pre-1989 Account and After Tax
  Account.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                A
      Participant who has attained age 59 1⁄2 may at any time elect to withdraw
      all or any part of any of his or her
Accounts.

              


      

      


      However,
a Participant may not make more than one such withdrawal in any one Plan
Year.  Any such withdrawal must be in an amount of at least
$1,000.  Except as provided in (a) and (b), or in Sec. 10.12, a
Participant may not make withdrawals from the Plan prior to Termination of
Employment.


      
        
           


        

        
          42

          
            

          

        

        
           


        

      


      Sec.
10.12                      Dividend
Withdrawals.  A Participant,
Beneficiary, or alternate payee may elect to withdraw dividends on Company Stock
held in his or her Basic Pre-1989 and Post-1989 Account, Special Post-1989
Account, Partnership Non-leveraged Account, Before Tax Account, Roth 401(k)
Account, After Tax Account, Rollover Account, and Florida Water
Account.  If shares of Company Stock held in other Accounts were
acquired through an Exempt Loan which has been paid in full, dividends received
after January 1, 2005 with respect to such shares also may be withdrawn pursuant
to this section.  Such withdrawals are subject to the
following:

      


      (a)           Elections
may be made at any time, and will remain in effect until modified.

      


      
        	
                 
      

              	
                (b)

              	
                If
      a Participant elects such withdrawals, the dividends will be distributed
      on (or shortly after) the dividend payment date.  Such
      distributions may be made by the Trustee or directly by the
      Company.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                If
      a Participant elects not to withdraw dividends (or does not make any
      election), dividends on shares in his or her Basic Account will be applied
      as provided in Sec. 4.3(a), and other dividends which were available for
      withdrawal will remain in the Trust where they will be reinvested in
      Company Stock.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Such
      elections may also be made by Participants who are former employees,
      Beneficiaries of deceased Participants, and alternate
    payees.

              


      

      


      Sec.
10.13                      Rollovers
to Other Qualified Plans.  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 Company, to have any portion of an eligible
rollover distribution paid directly to another eligible retirement plan
specified by the distributee in a direct rollover.  The following
definitions shall be used in administering the provisions of this
Section.

      


      
        	
                 
      

              	
                (a)

              	
                Eligible Rollover
      Distribution: 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 §
      401(a)(9); and any hardship
withdrawal.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Eligible Retirement
      Plan:  An eligible retirement plan is an individual
      retirement account described in Code § 408(a), an individual retirement
      annuity described in Code § 408(b), an annuity plan described in Code §
      403(a), a qualified trust described in Code § 401(a), an eligible deferred
      compensation plan described in Code § 457(b) maintained by a governmental
      entity such as a state, political subdivision of a state, or agency or
      instrumentality of a state or political subdivision of a state which
      agrees to separately account for amounts transferred from this Plan, and a
      tax sheltered annuity contract described in Code § 403(b) that accepts the
      distributee’s eligible rollover
distribution.

              


      

      


      
        
          
          

        

        
          43

          
            

          

        

        
          
          

        

      

      


      
        	
                 
      

              	
                (c)

              	
                After Tax
      Distributions.  Notwithstanding (b), an eligible rollover
      distribution of After Tax Contributions can only be made to an individual
      retirement account or annuity, or to another defined contribution plan
      qualified under Code §§401(a) or 403(a) which separately accounts for the
      After Tax Contributions, in a direct trustee-to-trustee
      transfer.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Distributee: A
      distributee includes an employee or former employee.  In
      addition, the employee’s or former employee’s surviving spouse or former
      spouse who is the alternate payee under a qualified domestic relations
      order, as defined in Code § 414(p), are distributees with regard to the
      interest of the spouse or former spouse.  Effective as of
      September 1, 2008, a Beneficiary who is not the surviving spouse also is a
      distributee eligible to elect a direct rollover under this section, but
      such a rollover may only be made to the Beneficiary’s individual
      retirement account or individual retirement annuity, and not to any other
      type of Plan.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                Direct
      Rollover: A direct rollover is a payment by the Trustee to the
      eligible retirement plan specified by the
  distributee.

              


      

      


      
        	
                 
      

              	
                (f)

              	
                Transfers to Company
      Retirement Plan.  The Plan also permits a Participant or
      Beneficiary to elect rollover of his or her benefits under this Plan to
      the Company’s Retirement Plan A or B.  Such rollovers are
      subject to Sec. 10.1(l).

              


      

      


      
        	
                 
      

              	
                (g)

              	
                Roth 401(k)
      Distributions.  Notwithstanding subsection (b), an
      eligible rollover distribution of Roth 401(k) Contributions can only be
      made to a Roth IRA or to another defined contribution plan qualified under
      Code section 401(a) or 403(b), which separately accounts for the Roth
      401(k) Contributions following a Direct Rollover from this
      Plan.

              


      

      


      
        	
                 
      

              	
                (h)

              	
                Conversion Rollover to
      a Roth IRA.  Effective as of January 1, 2008, a
      distributee may elect to have all or any portion of an eligible rollover
      distribution paid to a Roth IRA.  That is, the rollover to the
      Roth IRA is not limited to amounts from the distributee’s Roth 401(k)
      Account, but can also include amounts from the distributee’s other
      Accounts.  In such cases, the distributee is responsible for
      assuring that he or she eligible to make a rollover to a Roth IRA, and the
      Company and Administrative Delegate have no responsibility with respect
      thereto.

              


      

      


      Sec.
10.14                      Lost
Participants.  If reasonable
efforts by the Company to locate a Participant or Beneficiary who is entitled to
a benefit under the Plan are unsuccessful, the Company may forfeit that
individual’s Accounts, without regard to any distribution obligation that might
otherwise exist under Sec. 10.2.  If a distribution check is issued to
a Participant or Beneficiary, the distribution check remains issued and
outstanding for more than 180 days, and reasonable efforts by the Company to
locate such Participant or Beneficiary are unsuccessful, the distribution will
be re-deposited into the Plan and treated as a forfeiture.  Any
forfeiture resulting from the application of this Sec. 10.14 will be applied as
provided in Sec. 13.12.  If an individual whose benefit was forfeited
later makes a claim for benefits, the forfeited amounts will be reinstated at
the same dollar amounts as the amounts forfeited, unadjusted for income, gains,
or losses occurring after the forfeiture.  Amounts required to
reinstate benefits will come from other forfeitures, to the extent possible, and
then from Company contributions.


      
        
           


        

        
          44

          
            

          

        

        
           


        

      


      ARTICLE
XI

      LOANS TO
PARTICIPANTS

      


      Sec.
11.1                      Loans to
Participants.  The Company may
authorize a loan to a Participant who makes application
therefor.  Each such loan shall be subject to the following
provisions:

      


      
        	
                 
      

              	
                (a)

              	
                In
      no event shall the Company authorize a loan to a Participant which,
      together with the unpaid principal and accrued interest of any other
      outstanding loan to such Participant, exceeds whichever of the following
      amounts is least:

              


      

      


      
        	
                 
      

              	
                (1)

              	
                50%
      of the aggregate value of all of the Participant’s Accounts, to the extent
      vested.

              


      

      


      
        	
                 
      

              	
                (2)

              	
                The
      value of the Participant’s Before Tax Account, After Tax Account, and
      Rollover Account, but not including the Roth 401(k) Rollover portion of
      the Rollover Account.

              


      

      


      
        	
                 
      

              	
                (3)

              	
                $50,000,
      reduced by the excess, if any, of (i) the highest outstanding loan balance
      during the year ending the day before the loan is made over (ii) the
      outstanding loan balance on the date the loan is
  made.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                No
      loan may be for an amount less than $1,000.  If the amount
      available for a loan is limited under subsection (a) to an amount less
      than $1,000, then no loan may be
made.

              


      

      


      (c)           A
Participant may not have more than two loans outstanding at any point in
time.

      


      
        	
                 
      

              	
                (d)

              	
                Each
      loan to a Participant shall be supported by a promissory note payable to
      the Trustee.  Each such loan shall be adequately secured by the
      Participant’s Accounts.  A loan shall be considered adequately
      secured if the loan amount does not exceed one-half of the Participant’s
      vested balance in all Accounts on the date the loan is
    made.

              


      

      


      (e)           Each
loan shall bear a reasonable rate of interest as determined by the
Company.

      


      
        	
                 
      

              	
                (f)

              	
                Each
      loan shall provide for the payment of accrued interest and principal in
      substantially equal installments withheld from the Participant’s regular
      pay over a stated term not to exceed five years (ten years if the loan is
      used to purchase the Participant’s principal residence).  The
      Participant shall execute any documents required to authorize payroll
      deductions.

              


      

      


      
        	
                 
      

              	
                (g)

              	
                A
      Participant may prepay a loan anytime by paying the Trustee the full
      remaining principal balance and any accrued interest.  Partial
      prepayments are not permitted.

              


      

      


      


      
        	
                 
      

              	
                (h)

              	
                In
      accordance with the foregoing standards and requirements, loans shall be
      available to all Participants on a reasonably equivalent
      basis.  All loans shall be governed by such rules and
      regulations as the Company may adopt, and applications for loans shall be
      made on such forms as the Company may provide or approve for such
      purpose.  The Company or Trustee shall cause to be furnished to
      any individual receiving a loan any information required to be furnished
      pursuant to the Federal Truth in Lending Act, if applicable, or pursuant
      to any other applicable law.

              


      

       

      
         

        
          45

        

        
          
          

        

      

      
        	
                 
      

              	
                (i)

              	
                Loans
      to a Participant will come from his or her Before Tax Account, After Tax
      Account, and/or Rollover Account, but not including the Roth 401(k)
      Rollover portion of the Rollover Account.  Interest the
      Participant pays on the loan will be credited to said Account, and the
      Account will be reduced to reflect any loss incurred due to the
      Participant’s failure to repay the
loan.

              


      

      


      
        	
                 
      

              	
                (j)

              	
                A
      $50 service fee will be subtracted from the Participant’s Account(s) at
      the time of each loan.

              


      

      


      
        	
                 
      

              	
                (k)

              	
                Failure
      to pay any installment of interest or principal on a loan by the end of
      the calendar quarter following the calendar quarter in which the payment
      was due, shall constitute a default on the unpaid balance of the
      loan.  Notwithstanding the foregoing, if a Participant is on an
      unpaid leave of absence, no default will occur for a period of up to one
      year (or until the end of the leave of absence, if
      shorter).  This grace period will not extend the original
      repayment period of the loan, however, and the unpaid loan balance must be
      reamortized over the remaining portion of the original repayment period
      following the end of the leave of absence.  If a Participant is
      performing military service for the United States, however, loan
      repayments shall be suspended as permitted under Code § 414(u)(4) and no
      reamortization will be required.  Events of a default shall also
      include any other events identified as such in the Participant’s
      Note.  Upon a default, the entire loan balance will be declared
      to be in default to the extent required by (and in accordance with)
      applicable Treasury Regulations.  In the event of a default on a
      loan, foreclosure on the Note and application of the Participant’s Account
      to satisfy the Note will not occur until the earliest date on which the
      Participant or Participant’s Beneficiary is eligible to receive payment of
      benefits under Article VIII.

              


      

      


      
        	
                 
      

              	
                (l)

              	
                Upon
      a Participant’s Termination of Employment, or at any time thereafter, any
      outstanding loan balance, including both principal and accrued interest,
      will become due and payable, and will be satisfied by a reduction of his
      or her Accounts.  However, if the Participant is receiving
      payments (i.e. severance pay) from a Participating Employer, he or she may
      elect to have loan installments withheld from such payments.  In
      addition, if the Termination of Employment is due to the Participant’s
      retirement, death, or Total Disability, the Participant (or Beneficiary of
      a deceased Participant) may submit manual loan payments for a period of up
      to 12 months from their Termination of Employment date or until such time
      as pension benefit payments begin, if earlier.  Also, if a
      Participant (or survivor of a deceased Participant) is receiving a pension
      under Retirement Plan A or Retirement Plan B, he or she may elect to have
      loan installments withheld from such pension.  In such cases,
      the payments may continue for the duration of the
  loan.

              


      

       

      
        	
                (m)  

              	
                No
      loan may be made to a former employee, Beneficiary, or alternate
      payee.

              


      


      
        
           


        

        
          46

          
            

          

        

        
           


        

      


      ARTICLE
XII

      FUND

      


      Sec.
12.1                      Composition  All
sums of money and all securities and other property received by the Trustee for
purposes of the Plan, together with all investments made therewith, the proceeds
thereof, and all earnings and accumulations thereon, and the part from time to
time remaining shall constitute the “Fund”.

      


      Sec.
12.2                      Trustee  The
Fund may be held and invested as one fund or may be divided into any number of
parts for investment purposes.  Each part of the Fund, or the entire
Fund if it is not divided into parts for investment purposes, shall be held and
invested by one or more Trustees.  The selection and appointment of
each Trustee shall be made by the Company.  The Company shall have the
right at any time to remove a Trustee and appoint a successor thereto, subject
only to the terms of any applicable Trust Agreement.  The Company
shall have the right to determine the form and substance of each Trust Agreement
under which any part of the Fund is held, subject only to the requirement that
they are not inconsistent with the provisions of the Plan.  Any such
Trust Agreement may contain provisions pursuant to which the Trustee will make
investments on direction of a third party.

      


      Sec.
12.3                      Compensation
and Expenses of Trustee.  The Trustee shall be entitled to
receive such reasonable compensation for its services as may be agreed upon with
the Company.  The Trustee shall also be entitled to reimbursement for
all reasonable and necessary costs, expenses, and disbursements incurred by it
in the performance of its services.  Such compensation and
reimbursements shall be paid from the Fund if not paid directly by the
Company.

      


      Sec.
12.4                      Investment
in Company Stock  All or part of the Fund may be invested in
Company Stock.  As required by Treas. Reg. 54.4975-11(b), at such
times as the Plan holds Company Stock acquired with the proceeds of an Exempt
Loan, the Plan shall invest primarily in Company Stock.  The Plan
permits Participants to diversify their Accounts into other
investments.  These diversification provisions are intended to satisfy
the diversification requirements of Code § 401(a)(28)(B), but they give
Participants more investment flexibility than is required by that Code
section.  If a Participant chooses to diversify investment of his or
her Accounts, he or she may at any time reinvest those Accounts in Company
Stock.  For purposes of satisfying the requirement of Treas. Reg.
54.4975-11(b) that the Plan be primarily invested in Company Stock, any Account
which (i) is subject to Participant investment direction and (ii) can be
invested in Company Stock if the Participant so directs, will be considered
fully invested in Company Stock even if the Participant has directed that part
or all of that Account be transferred to other investments.

      


      Sec.
12.5                      No
Diversion.  The Fund shall be for the exclusive purpose of
providing benefits to Participants and their beneficiaries and defraying
reasonable expenses of administering the Plan.  Such expenses may
include premiums for the bonding of Plan officials required by
ERISA.  No part of the corpus or income of the Fund may be used for,
or diverted to, purposes other than for the exclusive benefit of Participants
and Beneficiaries.  However:

      



      
        
           


        

        
          47

          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (a)

              	
                If
      any contribution or portion thereof is made by a Participating Employer by
      mistake of fact, the Trustee shall, upon written request of the Company,
      return such contribution or portion thereof to the Participating Employer
      within one year after the payment of the contribution to the Trustee;
      however, earnings attributable to such contribution or portion thereof
      shall not be returned to the Participating Employer, but shall remain in
      the Fund, and the amount returned to the Participating Employer shall be
      reduced by any losses attributable to such contribution or portion
      thereof.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Contributions
      by the Participating Employers are conditioned upon the deductibility of
      each contribution under Code § 404.  To the extent the deduction
      is disallowed, the Trustee shall, upon written request of the Company,
      return such contribution to the Participating Employer within one year
      after the disallowance of the deduction; however, earnings attributable to
      such contribution (or disallowed portion thereof) shall not be returned to
      the Participating Employer, but shall remain in the Fund, and the amount
      returned to the Participating Employer shall be reduced by any losses
      attributable to such contribution (or disallowed portion
      thereof).

              


      

      


      In the
case of any such return of contribution the Company shall cause such adjustments
to be made to the Accounts of Participants as it considers fair and equitable
under the circumstances resulting in the return of such
contribution.

      


      Sec.
12.6                      Voting of
Company Stock.  Before each annual or special meeting of the
stockholders of the Company, the Company shall cause to be sent to each
Participant a copy of the proxy solicitation material, together with a form
requesting confidential instructions to the Trustee on how to vote the shares of
Company stock held in the Fund.  Instructions received from
Participants by the Trustee shall be held in the strictest confidence and shall
not be divulged or released to any person, including officers or employees of
the Company.  The Trustee shall vote all shares of Company Stock held
in Participant Accounts and the Unallocated Reserve, if any, in proportion to
“votes” cast by Participants, as follows:

      


      
        	
                 
      

              	
                (a)

              	
                The
      Trustee shall determine the aggregate number of votes which may be cast
      with respect to all shares of Company Stock held in such Accounts and in
      the Unallocated Reserve.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      Company shall determine each Participant’s portion of the shares of
      Company Stock allocated to Participant Accounts as a percentage of all of
      the shares of Company Stock so
allocated.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                The
      number of votes the Participant may cast shall be determined by applying
      the percentage in (b) to the aggregate number of shares in
      (a).

              


      

      


      
        	
                 
      

              	
                (d)

              	
                The
      Trustee shall determine the number of votes for and against each
      proposition and shall vote, in person or by proxy, all of the shares of
      Company Stock held in the Trust Fund in proportion to the votes
      received.

              


      


      
        
           


        

        
          48

          
            

          

        

        
           


        

      


      The
determinations in (a), (b) and (c) shall be as of a date selected by the Company
which is not more than 90 days preceding the record date for the
meeting.  It is intended that by reason of the foregoing provisions,
unallocated shares held in the Unallocated Reserve, and allocated shares held
for the benefit of Participants who do not give voting instructions, will be
voted by the Trustee in proportion of the instructions actually
received.  The rights extended to Participants by this section shall
also apply to the Beneficiaries of deceased Participants.  Each
Participant or Beneficiary who gives voting instructions shall be deemed a
“named fiduciary” (within the meaning of ERISA) with respect to such
instructions.

      


      If a plan
fiduciary determines that following a participant’s directions with regard to
voting would be imprudent or would violate the applicable requirements of ERISA,
the shares will not be voted in accordance with the participant’s directions,
but will instead be voted as the fiduciary deems prudent.

      


      Sec.
12.7                      Tender or
Exchange Offers Regarding Company Stock.  As soon as
practicable after the commencement of a tender or exchange offer (an “Offer”)
for shares of Company Stock, the Company shall use its best efforts to cause
each Participant to be advised in writing of the terms of the Offer, and to be
provided with forms by which the Participant may instruct the Trustee, or revoke
such instruction, to tender or exchange shares of Company Stock, to the extent
permitted under the terms of such Offer.  The Trustee shall follow the
instructions of each Participant.  In advising Participants of the
terms of the Offer, the Company may include statements from the Board setting
forth its position with respect to the Offer.  Participant
instructions to the Trustee shall be transmitted and held in the strictest
confidence and shall not be divulged or released to any person, including
officers or employees of the Company.  Instructions by Participants
pursuant to this section with respect to Company Stock shall apply both to
allocated shares held in the Accounts of Participants and to shares held in the
Unallocated Reserve.  The number of shares as to which a Participant
may provide instructions shall be determined as follows:

      


      
        	
                 
      

              	
                (a)

              	
                The
      Trustee shall determine the aggregate number of shares held in Participant
      Accounts and in the Unallocated
Reserve.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                The
      Trustee shall determine each Participant’s portion of the shares of
      Company Stock allocated to Participant Accounts as a percentage of all of
      the shares of Company Stock so
allocated.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                The
      Participant may provide instructions with respect to a number of shares of
      Company Stock determined by applying the percentage in (b) to the
      aggregate number of shares in (a).  If the Participant directs
      tender or exchange of the shares for which he may provide instructions,
      the Trustee shall follow that instruction.  The Trustee shall
      not tender or exchange the shares for which a Participant may provide
      instructions if the Participant (i) directs against their tender or
      exchange, or (ii) gives no
direction.

              


      

      



      
        
           


        

        
          49

          
            

          

        

        
           


        

      


      Said
determination shall be as of the close of business on the day preceding the date
on which the Offer is commenced or such earlier date as shall be designated by
the Company as the Company, in its sole discretion, deems appropriate for
reasons of administrative convenience.  Any securities received by the
Trustee as a result of a tender or exchange of shares of Company Stock shall be
held, and any cash so received shall be invested in short-term investments
pending any reinvestment by the Trustee, as it may deem appropriate, consistent
with the purposes of the Plan.

      


      If a
tender or exchange offer is limited so that all of the shares that the Trustee
has been directed to tender or exchange cannot be sold or exchanged, the shares
that each Participant directed be tendered or exchanged shall be deemed to have
been sold or exchanged in the same ratio that the number of shares actually sold
or exchanged bears to the total number of shares that the Trustee was directed
to tender or exchange.  Shares sold or exchanged at the direction of a
Participant shall be deemed to come first out of the shares allocated to the
Participant’s Accounts and only after all of those shares have been sold or
exchanged, out of the Unallocated Reserve.

      


      The
rights extended to Participants by this section shall also apply to the
Beneficiaries of deceased Participants.  Each Participant or
Beneficiary who is entitled to give such instructions shall be deemed a “named
fiduciary” (within the meaning of ERISA) with respect to such
instructions.

      


      If a plan
fiduciary determines that following a participant’s directions would be
imprudent or would violate the applicable requirements of ERISA, the shares will
not be tendered or exchanged in accordance with the participant’s directions,
but will instead be tendered or exchanged as the fiduciary deems
prudent.

      


      Sec.
12.8                      Nonterminable
ESOP Protections.  Because Company
Stock is readily tradable on an established market, the put provisions referred
to in Code § 409(h) are not applicable to such stock.  If such stock
ceases to be readily tradable on an established market, said provisions shall
become and remain applicable until such time as such stock resumes being readily
tradable on an established market.

      


      Sec.
12.9                      Other
ESOP Provisions.  The Plan and
related Trust may not obligate themselves to acquire securities from a
particular security holder at an indefinite time determined upon the happening
of an event (such as the death of a shareholder).  If a portion of an
Account is forfeited, Company Stock may be forfeited only after other
assets.


      
        
           


        

        
          50

          
            

          

        

        
           


        

      


      ARTICLE
XIII

      ADMINISTRATION OF
PLAN

      


      Sec.
13.1                      Administration
by Company  The Company is the “Administrator” of the Plan for
purposes of ERISA.  Except as expressly otherwise provided herein, the
Company shall control and manage the operation and administration of the Plan
and make all decisions and determinations incident thereto.  In
carrying out its Plan responsibilities, the Company shall have final
discretionary authority to construe the terms of the Plan.  Action on
behalf of the Company may be taken by the Committee or by any person or persons
to whom such authority has been delegated by the Committee.

      


      Sec.
13.2                      Certain
Fiduciary Provisions  For purposes of the Plan:

      


      
        	
                 
      

              	
                (a)

              	
                Any
      person or group of persons may serve in more than one fiduciary capacity
      with respect to the Plan.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                A
      Named Fiduciary, or a fiduciary designated by a Named Fiduciary pursuant
      to the provisions of the Plan, may employ one or more persons to render
      advice with regard to any responsibility such fiduciary has under the
      Plan.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                To
      the extent permitted by any applicable trust agreement, a Named Fiduciary
      with respect to control of management of the assets of the Plan may
      appoint an investment manager or managers, as defined in ERISA, to manage
      (including the power to acquire and dispose of) any assets of the
      Plan.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                At
      any time the Plan has more than one Named Fiduciary, if the Plan does not
      already allocate fiduciary responsibilities among such Named Fiduciaries,
      the Company may provide for such allocation; except that such allocation
      shall not include any responsibility, if any, in a trust agreement to
      manage or control the assets of the Plan other than a power under the
      trust agreement to appoint an investment manager as defined in
      ERISA.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                Unless
      expressly prohibited in the appointment of a Named Fiduciary which is not
      the Company acting as provided in Sec. 13.1, such Named Fiduciary by
      written instrument may designate a person or persons other than such Named
      Fiduciary to carry out any or all of the fiduciary responsibilities under
      the Plan for such Named Fiduciary; except that such designation shall not
      include any responsibility, if any, in a trust agreement to manage or
      control the assets of the Plan other than a power under the trust
      agreement to appoint an investment manager as defined in
      ERISA.

              


      

      


      
        	
                 
      

              	
                (f)

              	
                A
      person who is a fiduciary with respect to the Plan, including a Named
      Fiduciary, shall be recognized and treated as a fiduciary only with
      respect to the particular fiduciary functions as to which such person has
      responsibility.

              


      

      


      Each
Named Fiduciary (other than the Company), each other fiduciary, each person
employed pursuant to (b) above, and each investment manager shall be entitled to
receive reasonable compensation for services rendered, or for the reimbursement
of expenses properly and actually incurred in the performance of their duties
with the Plan and to payment therefore from the Fund if not paid directly by the
Participating Employers in such proportions as the Company shall
determine.  However, no person so serving who already receives
full-time pay from any employer whose employees are Participants, or from an
employee organization whose members are Participants, shall receive compensation
from the Plan, except for reimbursement of expenses properly and actually
incurred.

       

      
         

        
          51

        

        
          
          

        

      

      Sec.
13.3                      Evidence.  Evidence required
of anyone under this Plan may be by certificate, affidavit, document, or other
instrument which the person acting in reliance thereon considers to be pertinent
and reliable and to be signed, made, or presented to the proper
party.

      


      Sec.
13.4                      Correction
of Errors.  It is recognized that in the operation and
administration of the Plan certain mathematical and accounting errors may be
made or mistakes may arise by reason of factual errors in information supplied
to the Company or Trustee.  The Company shall have power to cause such
equitable adjustments to be made to correct for such errors as the Company, in
its discretion, considers appropriate.  Such adjustments shall be
final and binding on all persons.  Any return of a contribution due to
a mistake of fact will be subject to Sec. 12.5.

      


      Sec.
13.5                      Records.  Each
Participating Employer, each fiduciary with respect to the Plan, and each other
person performing any functions in the operation or administration of the Plan
or the management or control of the assets of the Plan shall keep such records
as may be necessary or appropriate in the discharge of their respective
functions hereunder, including records required by ERISA or any other applicable
law.  Records shall be retained as long as necessary for the proper
administration of the Plan and at least for any period required by ERISA or
other applicable law.

      


      Sec.
13.6                      Claims
Procedure.  The Company shall
establish a claims procedure consistent with the requirements of
ERISA.  Such claims procedure shall provide adequate notice in writing
to any Participant or Beneficiary whose claim for benefits under the Plan has
been denied, setting forth the specific reasons for such denial, written in a
manner calculated to be understood by the claimant and shall afford a reasonable
opportunity to a claimant whose claim for benefits has been denied for a full
and fair review by the appropriate Named Fiduciary of the decision denying the
claim.  Claims must be submitted in writing within one year after the
claimant first knew or should have known the facts essential to the
claim.  A person claiming a benefit under the Plan may not initiate a
civil action regarding the claim unless:  (a) a claim was timely
submitted; (b) all steps under the claims procedure (including appeals) were
completed; and (c) the civil action is commenced less than one year after
completion of the claims procedure.

      


      Undisputed
benefit payments and other routine administrative matters normally are processed
without requiring the Participant or Beneficiary to file a formal claim pursuant
to this section.  However, if a Participant or Beneficiary wishes to
have an issue reviewed pursuant to the claims procedure established under this
section, he or she must begin by submitting a claim to the Company’s Employee
Benefit Plans Committee.  Any decision regarding the claim (or
regarding any subsequent appeal) will be made by said Committee (or by a person
or persons to whom the Committee has delegated such authority).

      


      Sec.
13.7                      Bonding.  Plan personnel
shall be bonded to the extent required by ERISA.  Premiums for such
bonding may, in the sole discretion of the Company, be paid in whole or in part
from the Fund.  Such premiums may also be paid in whole or in part by
the Participating Employers in such proportions as the Company shall
determine.  The Company may provide by agreement with any person that
the premiums or required bonding shall be paid by such person.

       

      
         

        
          52

        

        
          
          

        

      

      Sec.
13.8                      Waiver of
Notice.  Any notice
required hereunder may be waived by the person entitled thereto.

      


      Sec.
13.9                      Agent for
Legal Process.  The Company shall
be the agent for service of legal process with respect to any matter concerning
the Plan, unless and until the Company designates some other person as such
agent.

      


      Sec.
13.10                      Indemnification.  In addition to
any other applicable provisions for indemnification, the Participating Employers
jointly and severally agree to indemnify and hold harmless, to the extent
permitted by law, each director, officer, and employee (collectively referred to
herein as “Indemnitee”) of the Participating Employers against any and all
liabilities, losses, costs, or expenses (including legal fees) of whatsoever
kind and nature which may be imposed on, incurred by, or asserted against such
person at any time by reason of such person’s services as a fiduciary in
connection with the Plan, but only if such person did not act dishonestly, or in
bad faith, or in willful violation of the law or regulations under which such
liability, loss, cost, or expense arises.  The Participating Employers
shall have the right, but not the obligation, to select counsel and control the
defense and settlement of any action against the Indemnitee for which the
Indemnitee may be entitled to indemnification under this provision.

      


      Sec.
13.11                      Benefits
for Reemployed Veterans.  Notwithstanding
any provision of this Plan to the contrary, contributions, benefits and service
credit with respect to qualified military service will be provided in accordance
with Code § 414(u).  For this purpose:

      


      
        	
                 
      

              	
                (a)

              	
                As
      provided by Code §414(u), “Qualified Military Service” means service in
      the uniformed services (as defined in Chapter 43 of Title 38, United
      States Code) by an individual if he or she is qualified under such chapter
      to reemployment rights with a Participating Employer following such
      military service.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                “USERRA”
      means the Uniformed Services Employment and Reemployment Rights Act of
      1994 as amended.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                If
      an individual returns to employment with a Participating Employer
      following a period of Qualified Military Service under circumstances such
      that he or she has reemployment rights under USERRA, and the individual
      reports for said reemployment within the time frame required by USERRA,
      the following provisions shall
apply:

              


      

      


      
        	
                 
      

              	
                (1)

              	
                The
      Qualified Military Service shall be recognized as Aggregate Continuous
      Service to the same extent as it would have been if the employee had
      remained continuously employed with a Participating Employer rather than
      going in the military.

              


      

      


      
        	
                 
      

              	
                (2)

              	
                The
      individual may make Before Tax Contributions and Roth 401(k) Contributions
      in an amount equivalent to the contributions that would have been
      permitted if he or she had remained at the Participating Employer during
      the period of Qualified Military Service.  Any such
      contributions must be made not later than five years after the
      individual’s reemployment date.  If the individual returns to a
      Participating Employer and has a subsequent Termination of Employment
      before making part or all of the contributions permitted by this
      subsection, he or she may make the remaining contributions on an after tax
      basis.

              


      

       

      
         

        
          53

        

        
          
          

        

      

      
        	
                 
      

              	
                (3)

              	
                The
      Participating Employers will match contributions made under paragraph (2)
      on the same basis as if the individual had made them during the period
      while he or she was in the
military.

              


      

      


      
        	
                 
      

              	
                (4)

              	
                The
      Participating Employers will make Tax Reduction Allocations, Partnership
      Allocations, Bargaining Unit Allocations, and Results Sharing Allocations
      under Sec. 4.4 on the same basis as if the individual had remained with a
      Participating Employer rather than going in the
  military.

              


      

      


      
        	
                 
      

              	
                (5)

              	
                Allocations
      under (3) and (4) shall be determined on the basis of the earnings the
      individual would have received (including reasonable cost of living
      adjustments) during the period of Qualified Military
    Service.

              


      

      


      
        	
                 
      

              	
                (6)

              	
                If
      the individual had an outstanding loan from the Plan at the time he or she
      entered military service:

              


      

      


      
        	
                 
      

              	
                (A)

              	
                Loan
      payments are not required during the period of Qualified Military
      Service.

              


      

      


      
        	
                 
      

              	
                (B)

              	
                Upon
      reemployment, loan payments resume at the rate effect before the Qualified
      Military Service.

              


      

      


      
        	
                 
      

              	
                (C)

              	
                The
      loan term is extended, so that it is equal to the original loan term plus
      the period of Qualified Military
Service.

              


      

      


      
        	
                 
      

              	
                (D)

              	
                If
      the Participant so requests, the interest rate on the loan during the
      period of Qualified Military Service will be limited to
  6%.

              


      

      


      
        	
                (d)  

              	
                Regardless
      of whether the individual returns to employment with a Participating
      Employer following the military service, any “differential pay” paid to
      the Participant by a Participating Employer on or after January 1, 2009
      will be recognized by the Plan to the extent required by the Heroes
      Earnings Assistance and Tax Relief Act (“Heart Act”) of
    2008.

              


      

      


      
        	
                (e)  

              	
                Effective
      January 1, 2009, an individual serving in the military on active duty for
      at least 30 days will be treated as having severed from service for
      purposes of withdrawing amounts from his or her Before Tax and Roth 401(k)
      Accounts.  An individual who makes such a withdrawal may not
      resume making Salary Reduction Contributions or Roth 401(k) Contributions
      until six months after the date of the
  withdrawal.

              


      

       

      
         

        
          54

        

        
          
          

        

      

      Sec.
13.12                      Application
of Forfeitures.  Any amounts
forfeited from a Participant’s Account(s) will be applied as a credit against
allocations under Article IV or V, to pay administrative expenses of the Plan,
or to reinstate forfeitures to the extent required under Sec. 9.3 or Sec.
10.14.  Such amounts may include:

      


      
        	
                 
      

              	
                (a)

              	
                Forfeitures
      due to a Participant’s Termination of Employment prior to July 1, 2001 and
      before meeting the vesting requirements then in
  effect.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Forfeiture
      of Matching Allocations with respect to Excess Deferrals under Sec. 6.3 or
      with respect to Before Tax Contributions and Roth 401(k) Contributions
      that are returned to Participants under Sec. 6.1 or
  6.5.

              


      

      


      (c)           Forfeitures
from Accounts of lost Participants as provided in Sec. 10.14.

      


      (d)           Any
other forfeitures arising under the Plan.


      
        
           


        

        
          55

          
            

          

        

        
           


        

      


      ARTICLE
XIV

      AMENDMENT, TERMINATION,
MERGER

      


      Sec.
14.1                      Amendment.  Subject
to the non-diversion provisions of Sec. 12.5, the Company, by action of the
Committee, may amend the Plan at any time and from time to time.  No
amendment shall divest a Participant or Beneficiary of any Account balance
accrued prior to the amendment.

      


      Sec.
14.2                      Permanent
Discontinuance of Contributions. The Company, by action of
the Committee, may direct the complete discontinuance of all contributions by
all Participating Employers under the Plan.  In such event,
notwithstanding any provisions of the Plan to the contrary, (i) no employee
shall become a Participant after such discontinuance, and (ii) each Participant
in the employ of a Participating Employer at the time of such discontinuance
shall continue to be 100% vested in his or her Accounts.  Subject to
the foregoing, all of the provisions of the Plan shall continue in effect, and
upon entitlement thereto distributions shall be made in accordance with the
provisions of Article X.  This section is not applicable if one
Participating Employer discontinues its contributions while one or more other
Participating Employers continue contributing.

      


      Sec.
14.3                      Termination.  The Company, by
action of the Committee, may terminate the Plan as applicable to all
Participating Employers and their employees.  After such termination,
no employee shall become a Participant, and no contributions shall be
made.  Each Participant who has an Account balance at the time of the
Plan termination will be fully vested in such Account, regardless of whether he
or she is then employed by a Participating
Employer.    Distributions shall be made promptly after the
Plan termination.  The Plan shall continue in force for the purpose of
making such distributions.

      


      Sec.
14.4                      Partial
Termination.  If there is a
partial termination of the Plan by operation of law, by amendment of the Plan,
or for any other reason, which partial termination shall be confirmed by the
Committee, each Participant with respect to whom the partial termination applies
shall continue to be 100% vested in his or her Accounts.  Subject to
the foregoing, all of the provisions of the Plan shall continue in effect as to
each such Participant, and upon entitlement thereto distributions shall be made
in accordance with the provisions of Article X.

      


      Sec.
14.5                      Merger,
Consolidation, or Transfer of Plan Assets.  In the case of
any merger or consolidation of the Plan with any other plan, or in the case of
the transfer of assets or liabilities of the Plan to any other plan, provision
shall be made so that each Participant and Beneficiary would (if such other plan
then terminated) receive a benefit immediately after the merger, consolidation,
or transfer which is equal to or greater than the benefit he would have been
entitled to receive immediately before the merger, consolidation, or transfer
(if the Plan had then terminated).  No such merger, consolidation, or
transfer shall be effected until such statements with respect thereto, if any,
required by ERISA to be filed in advance thereof have been filed.

      


      Sec.
14.6                      Deferral
of Distributions.  Notwithstanding
any provisions of the Plan to the contrary, in the case of a complete
discontinuance of contributions to the Plan or of a complete or partial
termination of the Plan, the Company or the Trustee may defer any distribution
of benefit payments to Participants and Beneficiaries with respect to whom such
discontinuance or termination applies until after the following have
occurred:

      


      
        
          
          

        

        
          56

          
            

          

        

        
          
          

        

      

      
        	
                 
      

              	
                (a)

              	
                Receipt
      of a final determination from the Treasury Department or any court of
      competent jurisdiction regarding the effect of such discontinuance or
      termination on the qualified status of the Plan under Code §
      401(a).

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Appropriate
      adjustments of Accounts to reflect taxes, costs, and expenses, if any,
      incident to such discontinuance or
termination.

              


      


      
        
           


        

        
          57

          
            

          

        

        
           


        

      


      ARTICLE
XV

      TOP-HEAVY PLAN
PROVISIONS

      


      Sec.
15.1                      Key
Employee Defined  “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 Company or an
Affiliate having Testing Wages greater than $160,000 (as adjusted under Code §
416(i)(1) for Plan Years beginning after 2009), a five-percent owner of the
Company or an Affiliate, or a one-percent owner having Testing Wages of more
than $150,000.  The determination of who is a Key Employee will be
made in accordance with Code § 416(i)(1) and the applicable regulations and
other guidance of general applicability issued thereunder.

      


      Sec.
15.2                      Determination
of Top-Heavy Status.  The top-heavy status of the Plan shall be
determined according to the following standards and definitions:

      


      
        	
                 
      

              	
                (a)

              	
                The
      Plan is a Top-Heavy Plan for a Plan Year if either of the following
      applies: (1) if this Plan is not part of a required aggregation Group and
      the top-heavy ratio for this Plan exceeds 60%, or (2) if this Plan is part
      of a required aggregation group of plans and the top-heavy ratio for the
      group of plans exceeds 60%.  However, the Plan is not a
      Top-Heavy Plan with respect to a Plan Year if it is part of a permissive
      aggregation group of plans for which the top-heavy ratio does not exceed
      60%.

              


      

      


      (b)           The
“top-heavy ratio” shall be determined as follows:

      


      
        	
                 
      

              	
                (1)

              	
                If
      the ratio is being determined only for this Plan or if the aggregation
      group includes only defined contribution plans, the top-heavy ratio is a
      fraction, the numerator of which is the sum of the account balances of all
      Key Employees under the defined contribution plans as of the determination
      date (including any part of any account balance distributed in the
      one-year period ending on the determination date), and the denominator of
      which is the sum of all account balances (including any part of any
      account balance distributed in the one-year period ending on the
      determination date) of all employees under the defined contribution plans
      as of the determination date.  Both the numerator and
      denominator of the top-heavy ratio shall be adjusted to reflect any
      contribution which is due but unpaid as of the determination
      date.  In the case of a distribution made for a reason other
      than severance from employment, death or disability, the one-year period
      referred to above shall be applied by substituting “five-year period” for
      “one-year period”.

              


      

      


      
        	
                 
      

              	
                (2)

              	
                If
      the ratio is being determined for a required or permissive aggregation
      group which includes one or more defined benefit plans, the top-heavy
      ratio is a fraction, the numerator of which is the sum of account balances
      of all Key Employees under the defined contribution plans and the present
      value of accrued benefits under the defined benefit plans for all Key
      Employees as of the determination date (including any part of any account
      balance or accrued benefit distributed in the one-year period ending on
      the determination date), and the denominator of which is the sum of the
      account balances under the defined contribution plans for all employees
      and the present value of accrued benefits under the defined benefit plans
      for all employees as of the determination date (including any part of any
      account balance or accrued benefit distributed in the one-year period
      ending on the determination date).  Both the numerator and
      denominator of the top-heavy ratio shall be adjusted to reflect any
      contribution due but unpaid as of the determination
  date.

              


      

       

      
         

        
          58

        

        
          
          

        

      

      
        	
                 
      

              	
                (3)

              	
                For
      purposes of paragraphs (1) and (2), the value of account balances and the
      present value of accrued benefits will be determined as of the most recent
      valuation date that falls within the 12-month period ending on the
      determination date.  The account balances and accrued benefits
      of an employee who is not a Key Employee but who was a Key Employee in a
      prior year will be disregarded.  The calculation of the
      top-heavy ratio and the extent to which distributions, rollovers, and
      transfers are taken into account will be made in accordance with Code §
      416 and the regulations thereunder.  When aggregating plans, the
      value of account balances and accrued benefits will be calculated with
      reference to the determination dates that fall within the same calendar
      year.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                “Required
      aggregation group” means (i) each qualified plan of the Employer in which
      at least one Key Employee participates, and (ii) any other qualified plan
      of the Employer that enables a plan described in (i) to meet the
      requirements of Code §§  401(a)(4) or
  410.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                “Permissive
      aggregation group” means the required aggregation group of plans plus any
      other plan or plans of the employer which, when consolidated as a group
      with the required aggregation group, would continue to satisfy the
      requirements of Code §§ 401(a)(4) and
410.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                “Determination
      date” for any Plan Year means the last day of the preceding Plan
      Year.

              


      

      


      
        	
                 
      

              	
                (f)

              	
                The
      “valuation date” is the last day of each Plan Year and is the date as of
      which account balances or accrued benefits are valued for purposes of
      calculating the top-heavy ratio.

              


      

      


      
        	
                 
      

              	
                (g)

              	
                For
      purposes of establishing the “present value” of benefits under a defined
      benefit plan to compute the top-heavy ratio, any benefit shall be
      discounted only for mortality and interest based on the interest rate and
      mortality table specified in the defined benefit plan for this
      purpose.

              


      

      


      
        	
                 
      

              	
                (h)

              	
                If
      an individual has not received any compensation from the employer during
      the one-year period ending on the determination date with respect to a
      Plan Year, any account balance or accrued benefit for such individual
      shall not be taken into account for such Plan
  Year.

              


      

      


      Sec.
15.3                      Minimum
Contribution Requirement.  For any Plan Year with respect to
which the Plan is a Top-Heavy Plan, the employer contributions (including
matching allocations) allocated to each Active Participant who is not a Key
Employee and whose Termination of Employment has not occurred prior to the end
of such Plan Year shall not be less than the minimum amount determined in
accordance with the following:

       

      
         

        
          59

        

        
          
          

        

      

      
        	
                 
      

              	
                (a)

              	
                The
      minimum amount shall be the amount equal to that percentage of the
      Participant's Testing Wages for the Plan Year which is the smaller
      of:

              


      

      


      (1)           3
percent.

      


      
        	
                 
      

              	
                (2)

              	
                The
      percentage which is the largest percentage of Testing Wages allocated to
      any Key Employee from employer contributions (including matching
      allocations) and Forfeitures for such Plan
Year.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                For
      purposes of this section, any employer contribution attributable to a
      salary reduction or similar arrangement shall be taken into account with
      respect to Key Employees but not with respect to other
      employees.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                This
      section shall not apply to any Participant who is covered under any other
      plan of the employer under which the minimum contribution or minimum
      benefit requirement applicable to Top-Heavy Plans will be
      satisfied.

              


      

      


      Sec.
15.4                      Definition
of Employer.  For purposes of this Article, the term “employer”
means all Participating Employers and other entities under Common Control with
the Company.

      


      Sec.
15.5                      Exception
for Collective Bargaining Unit.  Sec. 15.3 shall
not apply with respect to any employee included in a unit of employees covered
by an agreement which the Secretary of Labor finds to be a collective bargaining
agreement between employee representatives and one or more employers if there is
evidence that retirement benefits were the subject of good faith bargaining
between such employee representative and such employer or
employers.

      


      


      IN
WITNESS WHEREOF, ALLETE, Inc. has caused these presents to be signed and its
corporate seal to be hereunto affixed by its duly authorized
officers.

      


      


      ALLETE, Inc.

      


      


      By:____________________________________

         Its:___________________________________

      


      Date Signed:
____________________________

      ATTEST

      


      By:______________________________

          Its:____________________________

      



      
        
           


        

        
          60

          
            

          

        

        
           


        

      


      SCHEDULE
1

      PARTICIPATING
EMPLOYERS

      


      


      The
following entities are Participating Employers on October 1, 2006:

      


      
        	
                1.

              	
                ALLETE,
      Inc.  (E.I.N. 41-0418150), including Minnesota Power, a division
      of ALLETE, Inc.

              


      

      


      
        	
                2.

              	
                MP
      Affiliate Resources, Inc.  (E.I.N.
  41-1884136)

              


      

      


      
        	
                3.

              	
                Superior
      Water, Light and Power Company.  (E.I.N.
    39-0646970)

              


      

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      61


      


      I:\DATA\Allete
(268)\RSOP (268-2)\2009-06-09 Savings and
ESOP.doc