exv10w4






	 	 	 	 	 



Exhibit 10.4




TELEFLEX 401(k) SAVINGS PLAN




Amended and Restated Effective as of January 1, 2004





 











 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I DEFINITIONS
	 	 	3	 
	  
	Section 1.01 Account
	 	 	3	 
	Section 1.02 Accounting Date
	 	 	3	 
	Section 1.03 Additional Matching Contributions
	 	 	3	 
	Section 1.04 Additional Matching Contribution Account
	 	 	3	 
	Section 1.05 After-Tax Contributions
	 	 	3	 
	Section 1.06 After-Tax Contributions Account
	 	 	3	 
	Section 1.07 Beneficiary
	 	 	3	 
	Section 1.08 Board
	 	 	4	 
	Section 1.09 Catch-Up Contributions
	 	 	4	 
	Section 1.10 Catch-Up Contribution Account
	 	 	4	 
	Section 1.11 Code
	 	 	4	 
	Section 1.12 Committee
	 	 	4	 
	Section 1.13 Company
	 	 	5	 
	Section 1.14 Compensation
	 	 	5	 
	Section 1.15 Covered Participant
	 	 	7	 
	Section 1.16 Disability
	 	 	7	 
	Section 1.17 Effective Date
	 	 	7	 
	Section 1.18 Elective Deferral Contributions
	 	 	7	 
	Section 1.19 Elective Deferral Contribution Account
	 	 	7	 
	Section 1.20 Eligible Employee
	 	 	7	 
	Section 1.21 Employee
	 	 	8	 
	Section 1.22 Employer
	 	 	9	 
	Section 1.23 ERISA
	 	 	9	 
	Section 1.24 ESOP Loan
	 	 	9	 
	Section 1.25 ESOP Stock
	 	 	9	 
	Section 1.26 ESOP Stock Fund
	 	 	9	 
	Section 1.27 Five-Percent Owner
	 	 	9	 
	Section 1.28 Former Participant
	 	 	10	 
	Section 1.29 Full-Time Employee
	 	 	10	 
	Section 1.30 Highly Compensated Employee
	 	 	10	 
	Section 1.31 Income
	 	 	10	 
	Section 1.32 Investment Manager
	 	 	10	 
	Section 1.33 Leased Employee
	 	 	11	 
	Section 1.34 Limitation Year
	 	 	11	 
	Section 1.35 Matching Contributions
	 	 	11	 
	Section 1.36 Matching Contribution Account
	 	 	11	 
	Section 1.37 Net Profit
	 	 	11	 
	Section 1.38 Nonforfeitable
	 	 	11	 
	Section 1.39 Nonforfeitable Account Balance
	 	 	11	 
	Section 1.40 Non-highly Compensated Employee
	 	 	11	 
	Section 1.41 Non-Safe Harbor Matching Contributions
	 	 	11	 
	Section 1.42 Non-Safe Harbor Matching Contribution Account
	 	 	12	 
	Section 1.43 Normal Retirement Date
	 	 	12	 
	Section 1.44 Part-Time Employee
	 	 	12	 
	Section 1.45 Participant
	 	 	12	 
	Section 1.46 Participating Employer
	 	 	12	 






-i-









 






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	 	 	Page	 
	Section 1.47 Plan
	 	 	12	 
	Section 1.48 Plan Administrator
	 	 	12	 
	Section 1.49 Plan Year
	 	 	12	 
	Section 1.50 Profit Sharing Contributions
	 	 	12	 
	Section 1.51 Profit Sharing Contribution Account
	 	 	12	 
	Section 1.52 Qualified Matching Contributions
	 	 	12	 
	Section 1.53 Qualified Matching Contribution Account
	 	 	13	 
	Section 1.54 Qualified Non-elective Contributions
	 	 	13	 
	Section 1.55 Qualified Non-elective Contribution Account
	 	 	13	 
	Section 1.56 Related Employers
	 	 	13	 
	Section 1.57 Required Beginning Date
	 	 	13	 
	Section 1.58 Rollover Contributions
	 	 	13	 
	Section 1.59 Rollover Contribution Account
	 	 	13	 
	Section 1.60 Roth Elective Deferral Contributions
	 	 	13	 
	Section 1.61 Roth Elective Deferral Contribution Account
	 	 	14	 
	Section 1.62 Safe Harbor Matching Contributions
	 	 	14	 
	Section 1.63 Safe Harbor Matching Contribution Account
	 	 	14	 
	Section 1.64 Service and Break-in-Service Definitions
	 	 	14	 
	Section 1.65 Spouse
	 	 	18	 
	Section 1.66 Stock
	 	 	19	 
	Section 1.67 Transfer Contributions
	 	 	19	 
	Section 1.68 Transfer Contribution Account
	 	 	19	 
	Section 1.69 Treasury Regulations
	 	 	19	 
	Section 1.70 Trust
	 	 	19	 
	Section 1.71 Trust Fund
	 	 	19	 
	Section 1.72 Trustee
	 	 	19	 
	Section 1.73 Unallocated Stock Account
	 	 	19	 
	Section 1.74 Valuation Date
	 	 	19	 
	Section 1.75 Terms Defined Elsewhere
	 	 	19	 
	 
	 	 	 	 
	ARTICLE II ELIGIBILITY AND PARTICIPATION 
	 	 	21	 
	  
	Section 2.01 ELIGIBILITY AND PARTICIPATION
	 	 	21	 
	Section 2.02 ENROLLMENT
	 	 	21	 
	Section 2.03 PARTICIPATION UPON RE-EMPLOYMENT
	 	 	22	 
	Section 2.04 TRANSFERS BETWEEN PARTICIPATING EMPLOYERS
	 	 	23	 
	Section 2.05 TIME OF PARTICIPATION — EXCLUDED EMPLOYEES
	 	 	23	 
	Section 2.06 CHANGES IN PARTICIPANT’S JOB CLASSIFICATION
	 	 	23	 
	 
	 	 	 	 
	ARTICLE III CONTRIBUTIONS
	 	 	24	 
	  
	Section 3.01 INDIVIDUAL ACCOUNTS
	 	 	24	 
	Section 3.02 PARTICIPANT CONTRIBUTIONS
	 	 	24	 
	Section 3.03 CHANGES AND SUSPENSIONS OF ELECTIVE DEFERRAL
CONTRIBUTIONS AND CATCH-UP CONTRIBUTIONS AND/OR
ROTH ELECTIVE DEFERRAL CONTRIBUTIONS
	 	 	28	 
	Section 3.04 WITHDRAWAL OF AUTOMATIC ELECTIVE DEFERRAL
CONTRIBUTIONS
	 	 	29	 






-ii-









 






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(continued)




	 	 	 	 	 
	 	 	Page	 
	Section 3.05 MATCHING AND QUALIFIED MATCHING CONTRIBUTIONS
	 	 	29	 
	Section 3.06 MATCHING CONTRIBUTION ALLOCATION AND ACCRUAL OF
BENEFIT
	 	 	32	 
	Section 3.07 PROFIT SHARING CONTRIBUTIONS
	 	 	32	 
	Section 3.08 PROFIT SHARING CONTRIBUTION ALLOCATION AND
ACCRUAL OF BENEFIT
	 	 	32	 
	Section 3.09 AFTER-TAX CONTRIBUTIONS
	 	 	33	 
	Section 3.10 QUALIFIED NON-ELECTIVE CONTRIBUTIONS
	 	 	33	 
	Section 3.11 TIME OF PAYMENT OF CONTRIBUTION
	 	 	36	 
	Section 3.12 FORM OF PAYMENT OF EMPLOYER CONTRIBUTIONS
	 	 	36	 
	Section 3.13 ALLOCATION OF FORFEITURES
	 	 	37	 
	Section 3.14 ROLLOVER AND TRANSFER CONTRIBUTIONS
	 	 	37	 
	Section 3.15 RETURN OF CONTRIBUTIONS
	 	 	38	 
	Section 3.16 RELEASE OF ESOP STOCK FOR ALLOCATION
	 	 	38	 
	Section 3.17 MATCHING CONTRIBUTIONS-ESOP STOCK ALLOCATIONS
	 	 	39	 
	Section 3.18 ALLOCATION OF EXCESS MATCHING CONTRIBUTIONS
	 	 	39	 
	Section 3.19 UNALLOCATED ESOP STOCK ACCOUNT
	 	 	39	 
	Section 3.20 FURTHER REDUCTIONS OF CONTRIBUTIONS
	 	 	40	 
	 
	 	 	 	 
	ARTICLE IV TERMINATION OF SERVICE; PARTICIPANT VESTING
	 	 	41	 
	  
	Section 4.01 VESTING
	 	 	41	 
	Section 4.02 INCLUDED YEARS OF SERVICE — VESTING
	 	 	43	 
	Section 4.03 FORFEITURE OCCURS
	 	 	43	 
	Section 4.04 RESTORATION OF FORFEITED PORTION OF ACCOUNT
	 	 	44	 
	Section 4.05 TRANSFERS BETWEEN PARTICIPATING EMPLOYERS
	 	 	45	 
	 
	 	 	 	 
	ARTICLE V TIME AND METHOD OF PAYMENT OF BENEFITS
	 	 	46	 
	  
	Section 5.01 RETIREMENT
	 	 	46	 
	Section 5.02 DISTRIBUTION UPON SEVERANCE FROM EMPLOYMENT
PRIOR TO NORMAL RETIREMENT DATE
	 	 	46	 
	Section 5.03 DISTRIBUTIONS UPON DEATH
	 	 	48	 
	Section 5.04 DESIGNATION OF BENEFICIARY
	 	 	49	 
	Section 5.05 FAILURE OF BENEFICIARY DESIGNATION
	 	 	50	 
	Section 5.06 OTHER RULES GOVERNING THE TIME OF PAYMENT OF
BENEFITS
	 	 	50	 
	Section 5.07 FORM OF BENEFIT PAYMENTS
	 	 	50	 
	Section 5.08 OPTION TO HAVE SPONSOR PURCHASE ESOP STOCK
	 	 	51	 
	Section 5.09 MINIMUM DISTRIBUTION REQUIREMENTS
	 	 	52	 
	Section 5.10 DISTRIBUTION OF AMOUNTS ATTRIBUTABLE TO TRUSTEE-
TO-TRUSTEE TRANSFER FROM THE INMED CORPORATION
EMPLOYEE SAVINGS/RETIREMENT INCOME PLAN
	 	 	58	 
	Section 5.11 DISTRIBUTION OF AMOUNTS ATTRIBUTABLE TO TRUSTEE-
TO-TRUSTEE TRANSFER FROM THE MATTATUCK
MANUFACTURING CO. & UAW LOCAL #1251 MONEY
PURCHASE PLAN
	 	 	58	 
	Section 5.12 DISTRIBUTIONS UNDER DOMESTIC RELATIONS ORDERS
	 	 	58	 
	Section 5.13 LOST PARTICIPANT OR BENEFICIARY
	 	 	59	 






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	 	 	Page	 
	Section 5.14 FACILITY OF PAYMENT
	 	 	59	 
	Section 5.15 NO DISTRIBUTION PRIOR TO SEVERANCE FROM
EMPLOYMENT, DEATH OR DISABILITY
	 	 	60	 
	Section 5.16 WRITTEN INSTRUCTION NOT REQUIRED
	 	 	60	 
	 
	 	 	 	 
	ARTICLE VI WITHDRAWALS, DIRECT ROLLOVERS AND WITHHOLDING,
LOANS
	 	 	61	 
	  
	Section 6.01 HARDSHIP WITHDRAWALS
	 	 	61	 
	Section 6.02 SPECIAL WITHDRAWAL RULES APPLICABLE TO AFTER-TAX
AND ROLLOVER CONTRIBUTIONS
	 	 	63	 
	Section 6.03 WITHDRAWALS UPON ATTAINMENT OF AGE 59 1/2
	 	 	63	 
	Section 6.04 DISTRIBUTION/REINVESTMENT ELECTIONS
	 	 	63	 
	Section 6.05 DIRECT ROLLOVER AND WITHHOLDING RULES
	 	 	64	 
	Section 6.06 LOANS TO PARTICIPANTS
	 	 	66	 
	Section 6.07 WITHDRAWALS CONSTITUTING QUALIFIED HURRICANE
DISTRIBUTIONS
	 	 	70	 
	Section 6.08 SPECIAL WITHDRAWALS RULES APPLICABLE TO TRANSFER
ACCOUNTS
	 	 	70	 
	Section 6.09 QUALIFIED RESERVIST DISTRIBUTIONS
	 	 	70	 
	 
	 	 	 	 
	ARTICLE VII VOTING AND TENDER OF STOCK AND ESOP STOCK
	 	 	72	 
	  
	Section 7.01 VOTING OF STOCK AND ESOP STOCK
	 	 	72	 
	Section 7.02 TENDER OF STOCK AND ESOP STOCK
	 	 	72	 
	Section 7.03 PROCEDURES FOR VOTING AND TENDER
	 	 	72	 
	Section 7.04 FAILURE BY PARTICIPANT TO VOTE OR DETERMINE
TENDER
	 	 	72	 
	 
	 	 	 	 
	ARTICLE VIII EMPLOYER ADMINISTRATIVE PROVISIONS
	 	 	73	 
	  
	Section 8.01 ESTABLISHMENT OF TRUST
	 	 	73	 
	Section 8.02 INFORMATION TO PLAN ADMINISTRATOR AND BENEFITS
GROUP
	 	 	73	 
	Section 8.03 NO LIABILITY
	 	 	73	 
	Section 8.04 INDEMNITY OF COMMITTEE, PLAN ADMINISTRATOR AND
BENEFITS GROUP
	 	 	73	 
	Section 8.05 INVESTMENT FUNDS
	 	 	73	 
	Section 8.06 EMPLOYEE STOCK OWNERSHIP PLAN
	 	 	75	 
	 
	 	 	 	 
	ARTICLE IX PARTICIPANT ADMINISTRATIVE PROVISIONS
	 	 	76	 
	  
	Section 9.01 PERSONAL DATA TO PLAN ADMINISTRATOR AND BENEFITS
GROUP
	 	 	76	 
	Section 9.02 ADDRESS FOR NOTIFICATION
	 	 	76	 
	Section 9.03 ASSIGNMENT OR ALIENATION
	 	 	76	 
	Section 9.04 NOTICE OF CHANGE IN TERMS
	 	 	76	 
	Section 9.05 PARTICIPANT DIRECTION OF INVESTMENT
	 	 	76	 
	Section 9.06 CHANGE OF INVESTMENT DESIGNATIONS
	 	 	77	 







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of Contents

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	 	 	Page
	Section 9.07 TRANSFERS AMONG INVESTMENTS
	 	 	78	 
	Section 9.08 INVESTMENT OF PARTICIPATING EMPLOYER CONTRIBUTIONS
	 	 	78	 
	Section 9.09 QUALIFIED MATCHING AND QUALIFIED NON-ELECTIVE
CONTRIBUTIONS
	 	 	 79	 
	Section 9.10 ESOP DIVERSIFICATION ELECTION
	 	 	79	 
	Section 9.11 LITIGATION AGAINST THE TRUST
	 	 	80	 
	Section 9.12 INFORMATION AVAILABLE
	 	 	80	 
	Section 9.13 PRESENTING CLAIMS FOR BENEFITS
	 	 	80	 
	Section 9.14 APPEAL PROCEDURE FOR DENIAL OF BENEFITS
	 	 	81	 
	Section 9.15 CLAIMS INVOLVING BENEFITS RELATED TO DISABILITY
	 	 	82	 
	Section 9.16 USE OF ALTERNATIVE MEDIA
	 	 	82	 
	Section 9.17 STATUTE OF LIMITATIONS FOR CIVIL ACTIONS
	 	 	83	 
	 
	 	 	 	 
	ARTICLE X ADMINISTRATION OF THE PLAN
	 	 	84	 
	 
	 	 	 	 
	Section 10.01 ALLOCATION OF RESPONSIBILITY AMONG FIDUCIARIES FOR PLAN AND
TRUST ADMINISTRATION
	 	 	 84	 
	Section 10.02 APPOINTMENT AND REMOVAL OF COMMITTEE
	 	 	84	 
	Section 10.03 COMMITTEE PROCEDURES
	 	 	85	 
	Section 10.04 RECORDS AND REPORTS
	 	 	85	 
	Section 10.05 OTHER COMMITTEE POWERS AND DUTIES
	 	 	85	 
	Section 10.06 RULES AND DECISIONS
	 	 	86	 
	Section 10.07 APPLICATION AND FORMS FOR BENEFITS
	 	 	86	 
	Section 10.08 APPOINTMENT OF PLAN ADMINISTRATOR
	 	 	86	 
	Section 10.09 PLAN ADMINISTRATOR
	 	 	86	 
	Section 10.10 FUNDING POLICY
	 	 	87	 
	Section 10.11 FIDUCIARY DUTIES
	 	 	87	 
	Section 10.12 ALLOCATION OR DELEGATION OF DUTIES AND RESPONSIBILITIES
	 	 	88	 
	Section 10.13 PROCEDURE FOR THE ALLOCATION OR DELEGATION
OF FIDUCIARY DUTIES
	 	 	88	 
	Section 10.14 SEPARATE ACCOUNTING
	 	 	89	 
	Section 10.15 VALUE OF PARTICIPANT’S ACCOUNT
	 	 	89	 
	Section 10.16 REGISTRATION AND VOTING OF EMPLOYER
COMMON STOCK
	 	 	89	 
	Section 10.17 INDIVIDUAL STATEMENT
	 	 	89	 
	Section 10.18 AUTOMATIC CONTRIBUTION ARRANGEMENT NOTICE
	 	 	90	 
	Section 10.19 FEES AND EXPENSES FROM FUND
	 	 	90	 
	 
	 	 	 	 
	ARTICLE XI TOP HEAVY RULES
	 	 	91	 
	 
	 	 	 	 
	Section 11.01 MINIMUM EMPLOYER CONTRIBUTION
	 	 	91	 
	Section 11.02 ADDITIONAL CONTRIBUTION
	 	 	91	 
	Section 11.03 DETERMINATION OF TOP HEAVY STATUS
	 	 	92	 
	Section 11.04 TOP HEAVY VESTING SCHEDULE
	 	 	92	 
	Section 11.05 DEFINITIONS
	 	 	93	 
	 
	 	 	 	 
	ARTICLE XII MISCELLANEOUS
	 	 	95	 
	 
	 	 	 	 





-v-









 




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	 	 	Page
	Section 12.01 EVIDENCE
	 	 	95	 
	Section 12.02 NO RESPONSIBILITY FOR EMPLOYER ACTION
	 	 	95	 
	Section 12.03 FIDUCIARIES NOT INSURERS
	 	 	95	 
	Section 12.04 WAIVER OF NOTICE
	 	 	95	 
	Section 12.05 SUCCESSORS
	 	 	95	 
	Section 12.06 WORD USAGE
	 	 	95	 
	Section 12.07 HEADINGS
	 	 	95	 
	Section 12.08 STATE LAW
	 	 	95	 
	Section 12.09 EMPLOYMENT NOT GUARANTEED
	 	 	96	 
	Section 12.10 RIGHT TO TRUST ASSETS
	 	 	96	 
	Section 12.11 UNCLAIMED BENEFIT CHECKS
	 	 	96	 
	 
	 	 	 	 
	ARTICLE XIII EXCLUSIVE BENEFIT, AMENDMENT, TERMINATION
	 	 	97	 
	 
	 	 	 	 
	Section 13.01 EXCLUSIVE BENEFIT
	 	 	97	 
	Section 13.02 AMENDMENT BY EMPLOYER
	 	 	97	 
	Section 13.03 AMENDMENT TO VESTING PROVISIONS
	 	 	97	 
	Section 13.04 DISCONTINUANCE
	 	 	98	 
	Section 13.05 FULL VESTING ON TERMINATION
	 	 	98	 
	Section 13.06 MERGER, DIRECT TRANSFER AND ELECTIVE TRANSFER
	 	 	98	 
	Section 13.07 LIQUIDATION OF THE TRUST FUND
	 	 	99	 
	Section 13.08 TERMINATION
	 	 	100	 
	 
	 	 	 	 
	APPENDIX A DISTRIBUTION OF AMOUNTS ATTRIBUTABLE TO TRANSFER FROM
THE INMED CORPORATION EMPLOYEE SAVINGS/RETIREMENT INCOME PLAN
	 	 	A-1	 
	 
	 	 	 	 
	APPENDIX B DISTRIBUTION OF AMOUNTS ATTRIBUTABLE TO TRANSFER FROM THE MATTATUCK
MANUFACTURING CO. & UAW LOCAL #1251 MONEY PURCHASE PLAN
	 	 	B-1	 
	 
	 	 	 	 
	APPENDIX C INVESTMENT FUNDS
	 	 	C-1	 
	 
	 	 	 	 
	APPENDIX D PARTICIPATING EMPLOYERS: ELIGIBILITY, CONTRIBUTION AND
VESTING PROVISIONS BY LOCATION
	 	 	D-1	 
	 
	 	 	 	 
	APPENDIX E SPECIAL RULES REGARDING PARTICIPANTS IN THE ARROW INTERNATIONAL, INC. 401(K) PLAN
	 	 	E-1	 
	 
	 	 	 	 
	APPENDIX F LIMITATIONS ON CONTRIBUTIONS AND ALLOCATIONS
	 	 	F-1	 







-vi-











 





TELEFLEX 401(k) SAVINGS PLAN




     Teleflex Incorporated, a Pennsylvania corporation, (the “Company”) hereby amends and restates
in its entirety the Teleflex 401(k) Savings Plan, generally effective as of January 1, 2004, unless
otherwise stated herein. The Plan, originally adopted effective as of July 1, 1985, and formerly
known as the Teleflex Incorporated Voluntary Investment Plan, was previously amended and restated
as of January 1, 2004 to implement various design changes and incorporate amendments to the Plan
since it was previously amended and restated, including the “good faith” amendments to bring the
Plan into compliance with the Economic Growth and Tax Relief Reconciliation Act of 2001. The Plan
was subsequently amended from time to time, including the amendments necessary to update the Plan
to conform with the requirements of the final Treasury Regulations issued under Sections 401(k) and
401(m) of the Internal Revenue Code of 1986, as amended (“Code”).



     The Plan was amended and restated in its entirety, generally effective as of January 1, 2004
to conform to the legislative and regulatory changes in the tax qualification requirements
identified in the 2007 Cumulative List of Changes in Plan Qualification Requirements provided in
Internal Revenue Service Notice 2007-94, including the final Treasury Regulations under Code
Sections 401(k) and (m), certain provisions of the Pension Protection Act of 2006, and the final
Treasury Regulations under Code Section 415, and to implement various design changes, including the
implementation of a Qualified Automatic Contribution Arrangement (“QACA”) and an Eligible Automatic
Contribution Arrangement (“EACA”) effective as of January 1, 2009. The amended and restated Plan
also reflected the merger of the Arrow International, Inc. 401(k) Plan with and into the Plan
effective as of March 31, 2008.



     The Plan is hereby amended and restated in its entirety, generally effective as of January 1,
2004, unless otherwise stated herein. Special effective dates are included in the Plan with
respect to a number of provisions as necessary to conform to the legislative and regulatory changes
in the tax qualification requirements identified in the 2008 Cumulative List of Changes in Plan
Qualification Requirements provided in Internal Revenue Service Notice 2008-108, including the
Pension Protection Act of 2006, as subsequently amended by the Worker, Retiree, and Employer
Recovery Act of 2008. Special effective dates are also included in the Plan to amend the Plan to
comply with the Heroes Earnings Assistance and Relief Tax Act of 2008 (the “HEART Act”) and to
reflect the implementation of various design changes, including the implementation of the QACA and
EACA in accordance with the final Treasury Regulations issued under Code Sections 401(k)(13),
401(m)(12) and 414(w).



     The Company intends that the Plan be qualified under Section 401(a) of the Code, with a cash
or deferred arrangement qualified under Section 401(k) of the Code and a trust exempt from taxation
under Section 501(a) of the Code. The Plan is composed of both an employee stock ownership plan
(“ESOP”), as defined in Section 4975(e)(7) of the Code and a profit sharing plan pursuant to the
requirements of Code Section 401(a)(27). The ESOP is designed to invest primarily in qualifying
employer securities and is comprised of the ESOP Stock Fund.



     The purpose of this Plan is to encourage Eligible Employees to accumulate savings for
retirement and to further their financial independence by affording them an opportunity to make
systematic contribution to the Plan, supplemented by contributions made by the Employer. The
provisions of this Plan shall apply only to an Employee who experiences a Severance from Employment
with an Employer on or after the Effective Date. Unless otherwise indicated herein, the rights and
benefits, if any, of an Employee who incurred a Severance from


Employment prior to the Effective Date shall be determined in accordance with the prior provisions
of the Plan in effect on the date of his Severance from Employment.







1









 








ARTICLE I

DEFINITIONS




     Each word and phrase defined in this Article I shall have the following meaning whenever such
word or phrase is capitalized and used herein unless a different meaning is clearly required by
context.



     Section 1.01 Account. The separate bookkeeping account that the Plan Administrator or
the Trustee shall maintain for a Participant pursuant to Section 10.14 of this Plan.



     Section 1.02 Accounting Date. The last day of the Plan Year.



     Section 1.03 Additional Matching Contributions. Contributions made to the Plan by the
Employer pursuant to Section 3.05.C., effective January 1, 2009.



     Section 1.04 Additional Matching Contribution Account. The portion of a Participant’s
Account credited with Additional Matching Contributions under Section 3.05.C., together with any
income, gains and losses credited thereto.



     Section 1.05 After-Tax Contributions. A Participant’s voluntary, after-tax
contributions made to his After-Tax Contributions Account. No After-Tax Contributions are
permitted to be made after December 31, 1986.



     Section 1.06 After-Tax Contribution Account. The portion of a Participant’s Account
to which a Participant’s After-Tax Contributions were allocated prior to January 1, 1987, together
with any income, gains and losses credited thereto.



     Section 1.07 Beneficiary.




	 	A.	 	The Participant’s Spouse;
	 
	 	B.	 	The person, persons or trust designated by the Participant,
with the consent of the Participant’s Spouse if the Participant is married, as
direct or contingent beneficiary in a manner prescribed by the Plan
Administrator; or
	 
	 	C.	 	If the Participant has no Spouse and has made no effective
Beneficiary designation, the Participant’s estate.





     A married Participant may designate a person, persons or trust other than his Spouse as
Beneficiary, provided that such Spouse consents in writing in a manner prescribed by the Plan
Administrator. The Spouse’s consent must be witnessed by a notary public or the Plan Administrator
(or its representative) and must be limited to and acknowledge the specific non-Spouse
Beneficiary(ies) (including any class of Beneficiaries) designated by the Participant. If the
Participant wishes to subsequently change Beneficiary(ies), the consent of the Spouse must be
obtained again. Spousal consent shall not be required if the Participant establishes to the
satisfaction of the Plan Administrator that the consent cannot be obtained because the Spouse
cannot be located or because of such other circumstances as the Secretary of the Treasury may
prescribe by regulations. A subsequent Spouse of a Participant shall not be bound by a consent
executed by any previous Spouse of the Participant.



     Any prior designation of a Beneficiary shall be revocable at the election of the Participant
at any time in the manner and form prescribed by the Plan Administrator until the payment
commencement date. The number of revocations shall not be limited. If more than one



2









 




Beneficiary is designated by the Participant, such Beneficiaries who survive the Participant shall
share equally in any death benefit unless the Participant indicates to the contrary, in writing.
If a Beneficiary predeceases the Participant, such deceased Beneficiary shall not share in any
death benefit and those Beneficiaries who survive the Participant shall share in any death benefit
equally, or, if different, in the proportions designated by the Participant. A Beneficiary’s right
to (and the Plan Administrator’s, the Committee’s, or the Trustee’s duty to provide to the
Beneficiary) information or data concerning the Plan does not arise until the Beneficiary first
becomes entitled to receive a benefit under the Plan.




     The termination of a Participant’s marriage shall not automatically result in a revocation or
change of the Participant’s Beneficiary designation. Except as provided to the contrary under a
qualified domestic relations order: (i) a Participant may, subsequent to a divorce, designate
someone other than his former Spouse as Beneficiary; and (ii) if a divorced Participant remarries,
the new Spouse shall have all of the rights of a Spouse as set forth herein and any prior written
Beneficiary designation by the Participant shall be automatically revoked and subject to the rights
of the subsequent Spouse. If an alternate payee under a qualified domestic relations order, as
defined in Code Section 414(p), should die before payment of the benefit assigned to the alternate
payee occurs, the portion of the Participant’s Account assigned to the alternate payee shall revert
to the Participant unless the qualified domestic relations order permits the alternate payee to
designate a Beneficiary and a Beneficiary has in fact been designated to whom the benefit may be
paid.



     Section 1.08 Board. The Board of Directors of the Company. Effective January 1,
2008, “Board” means the Board of Directors of the Company or any committee thereof.



     Section 1.09 Catch-Up Contributions. For each calendar year, the pre-tax
contributions made to the Plan by a Participating Employer in accordance with and subject to the
limitations of Section 414(v) of the Code at the election of a Participant who has reached age 50
before the close of the calendar year. Such Catch-Up Contributions shall not be taken into account
for purposes of the provisions of the Plan implementing the required limitations of Sections 402(g)
and 415 of the Code. The Plan shall not be treated as failing to satisfy the requirements of
Sections 401(k)(3), 401(k)(11), 401(k)(13), 410(b) or 416 of the Code by reason of making such
Catch-Up Contributions.



     Section 1.10 Catch-Up Contribution Account. That portion of a Participant’s Account
credited with Catch-Up Contributions under Section 3.02.B., together with any income, gains and
losses credited thereto.



     Section 1.11 Code. The Internal Revenue Code of 1986, as it may be amended from time
to time.



     Section 1.12 Committee. The employee benefits committee appointed to administer the
Plan. Effective January 1, 2008, the Committee is the Teleflex Incorporated Benefits Policy
Committee or any successor thereto. Effective January 1, 2008, the Committee shall be the “plan
administrator”, as defined in ERISA, and a named fiduciary of the Plan. Prior to January 1, 2008,
the Company shall be the “plan administrator”, as defined in ERISA, and a named fiduciary of the
Plan.



     Section 1.13 Company. Teleflex Incorporated, a Pennsylvania corporation.



3









 





     Section 1.14 Compensation.




	 	A.	 	Compensation. The total cash remuneration paid to a
Participant by the Employer, as defined in Code Section 3401(a), for purposes
of income tax withholding at the source, for personal services rendered during
the period considered as Service, including overtime payments, plus
“Elective Contributions” made by the Employer on the Employee’s behalf.
Elective Contributions are amounts excludable from the Employee’s gross income
under Code Section 402(e)(3) (relating to a Code Section 401(k) arrangement),
Code Section 402(h) (relating to a Simplified Employee Pension), Code Section
125 (relating to a cafeteria plan), Code Section 403(b) (relating to a
tax-sheltered annuity) or, effective January 1, 2001, Code Section 132(f)(4)
(relating to a qualified transportation fringe benefit). Compensation includes
compensation paid by the Employer to an Employee through another person under
the common paymaster provisions of Code Sections 3121(s) and 3306(p).
Compensation does not include contributions by the Employer to this or any
other plan or plans for the benefits of its employees, except as otherwise
expressly provided in this Section 1.14, or amounts identified by the Employer
as expense allowances or reimbursements regardless of whether such amounts are
treated as wages under the Code. Any reference in this Plan to Compensation is
a reference to the definition in this Section 1.14, unless the Plan reference
specifies a modification to this definition. Except as provided herein, the
Plan Administrator shall take into account only Compensation actually paid by
the Employer during the Plan Year to which reference is made.
	 
	 	 	 	For Plan Years and Limitation Years beginning on and after January 1, 2002,
amounts referenced under Code Section 125 include any amounts not available
to a Participant in cash in lieu of group health coverage because the
Participant is unable to certify that he has other health coverage. An
amount will be treated as an amount under Code Section 125 only if the
Employer does not request or collect information regarding the Participant’s
other health coverage as part of the enrollment process for the health plan.
	 
	 	 	 	For Limitation Years beginning in 2005, Compensation shall include
Post-Severance Compensation paid by the later of: (i) two and one-half (21/2)
months (or such other period as extended by subsequent regulations or other
published guidance) after Severance from Employment with the Employer; or
(ii) the end of the Limitation Year that includes the date of the Employee’s
Severance from Employment with the Employer. “Post-Severance
Compensation” means payments that would have been included in the
definition of Compensation if they were paid prior to the Employee’s
Severance from Employment and the payments are regular Compensation for
Services during the Participant’s regular working hours, Compensation for
Services outside the Participant’s regular working hours (such as overtime
or shift differential), commissions, bonuses, or other similar compensation,
if the payments would have been paid to the Employee if the Employee had
continued in employment with the Employer. Any payments not described in
the preceding sentence are not considered Post-Severance Compensation if
paid after Severance from Employment, except for payments (i) to an
individual who does not




4









 






	 	 	 	currently perform services for the Employer by reason of qualified military
service (within the meaning of Code Section 414(u)(1)) to the extent these
payments do not exceed the amounts the individual would have received if the
individual had continued to perform services for the Employer; or (ii) to
any Participant who is permanently and totally disabled for a fixed or
determinable period, as determined by the Committee. For purposes of this
Section 1.14.A., “permanently and totally disabled” means that the
individual is unable to engage in any substantial gainful activity by reason
of any medically determinable physical or mental impairment which can be
expected to result in death or which has lasted or can be expected to last
for a continuous period of not less than 12 months.
	 
	 	 	 	Back pay, within the meaning of Treasury Regulations Section
1.415(c)-2(g)(8), shall be treated as Compensation for the Limitation Year
to which the back pay relates to the extent the back pay represents an
amount that would otherwise be Compensation.
	 
	 	 	 	Compensation shall also include any differential wage payments (as defined
in Code Section 3401(h)(2)) made by the Employer after December 31, 2008, as
required by Code Section 414(u)(12), as amended by the Heroes Earnings
Assistance and Relief Tax Act of 2008 (the “HEART Act”).
	 
	 	B.	 	Compensation Limit. In addition to other applicable
limitations set forth in the Plan, and notwithstanding any other provisions of
the Plan to the contrary, the annual Compensation of each Employee taken into
account under the Plan shall not exceed the “Compensation Limitation”
under Code Section 401(a)(17) in effect for the applicable Determination Period
as defined herein. Effective January 1, 2004, the Compensation Limitation is
$205,000 ($245,000, effective January 1, 2009), and is subject to cost of
living adjustments in future years in accordance with Code Section
401(a)(17)(B) and applicable statutory changes. Any such cost of living
adjustment or statutory change in effect for a calendar year applies to any
period, not exceeding 12 months, over which Compensation is determined (the
“Determination Period”) beginning in such calendar year. If a
Determination Period consists of fewer than 12 months, the Compensation
Limitation will be multiplied by a fraction, the numerator of which is the
number of months in the Determination Period, and the denominator of which is
12. Any reference in this Plan to the limitation under Section 401(a)(17) of
the Code shall mean the Compensation Limitation set forth in this provision.
	 
	 	C.	 	Compensation — Special Rules. For purposes of
determining whether the Plan discriminates in favor of Highly Compensated
Employees, the Employer may elect to use an alternate nondiscriminatory
definition of Compensation, in accordance with the requirements of Code Section
414(s) and the Treasury Regulations promulgated thereunder. In determining
Compensation (for purposes of determining whether the Plan discriminates in
favor of Highly Compensated Employees), the Employer may elect to include as
Compensation all Elective Contributions made by the Employer on behalf of
Employees. The Employer’s election to include Elective Contributions must be
consistent and uniform with respect to




5









 






	 	 	 	Employees and all plans of the Employer for any particular Plan Year. The
Employer may make this election to include Elective Contributions for
nondiscrimination testing purposes, irrespective of whether Elective
Contributions are included in the general definition of Compensation
applicable to the Plan. “Elective Contributions” are amounts
excludible from the Employee’s gross income under Code Sections 402(e)(3),
402(h), 125, 132(f)(4), or 403(b).





     Section 1.15 Covered Participant. A Participant who is an Eligible Employee and who
does not have an affirmative election in effect on January 1, 2009 regarding Elective Deferral
Contributions and each Eligible Employee who first becomes a Participant on or after January 1,
2009, unless a collective bargaining agreement that governs the Participant’s employment with the
Employer does not provide for the automatic Elective Deferral Contributions described in Section
3.02.C.



     Section 1.16 Disability. A physical or mental condition that has qualified the
Employee for benefits under the Employer’s long-term disability plan and will prevent the Employee
from satisfactorily performing his usual duties for the Employer or the duties of such other
position or job that the Employer makes available to him and for which such Employee is qualified
by reason of his training, education or experience, for an indefinite period that the Plan
Administrator considers will be of long-continued duration. The Plan considers a Participant
disabled on the date that the Participant has satisfied the requirements for disability benefits
under the applicable long-term disability plan. If the Participant is not eligible for long-term
disability benefits, the Participant shall be considered disabled upon qualifying for Social
Security disability benefits.



     Section 1.17 Effective Date. January 1, 2004, the date on which the provisions of
this amended and restated Plan become effective, except as otherwise provided herein. In addition,
the provisions of Plan with respect to the Employees of a Participating Employer may be subject to
a different Effective Date, as specified in Appendix D hereto. The original Effective Date of the
Plan was July 1, 1985.



     Section 1.18 Elective Deferral Contributions. Pre-tax contributions made to the Plan
by the Employer at the election of the Participant (or deemed election of the Participant,
effective January 1, 2009), in lieu of receipt of current Compensation.



     Section 1.19 Elective Deferral Contribution Account. That portion of a Participant’s
Account credited with Elective Deferral Contributions under Sections 3.02.A. and C., together with
any income, gains and losses credited thereto.



     Section 1.20 Eligible Employee. Any Employee who has attained age 21 (or such lower
age as is specified in Appendix D) other than:




	 	A.	 	An Employee who is employed by an employer that is not a
Participating Employer;
	 
	 	B.	 	An Employee of a Participating Employer who is not assigned to
a location listed in Appendix D;
	 
	 	C.	 	An Employee who is not compensated on a salaried basis, unless
such Employee is employed and compensated on an hourly-paid basis by a
Participating Employer that has adopted the Plan for the benefit of any or all
of its hourly-paid Employees, and the Employee is such an hourly-paid Employee;




6









 






	 	D.	 	An Employee who is a member of a unit of Employees as to which
there is evidence that retirement benefits were the subject of good faith
collective bargaining, unless a collective bargaining agreement covering those
Employees provides for their participation in the Plan;
	 
	 	E.	 	An Employee who is a Leased Employee;
	 
	 	F.	 	An Employee who is a non-resident alien and who has no income
from sources within the United States;
	 
	 	G.	 	An individual who has been classified by a Participating
Employer as an independent contractor, notwithstanding a later contrary
determination by any court or governmental agency;
	 
	 	H.	 	An individual who has been classified by a Participating
Employer as a per diem employee, intern or special project employee;
	 
	 	I.	 	Effective January 1, 2006, an Employee who has made a one time
irrevocable election to waive participation in the Plan; such an election must
be made no later than the date that the Employee first becomes eligible to
participate in the Plan or any other plan or arrangement of the Employer that
is described in Code Section 219(g)(5)(A);
	 
	 	J.	 	An Employee who has agreed in writing that he is not entitled
to participate in the Plan;
	 
	 	K.	 	An Employee who is a member of a class of Employees who are
excluded from participation in the Plan, as specified in Appendix D; and
	 
	 	L.	 	Any other Employee whose terms and conditions of employment do
not provide for participation in or entitlement to benefits under the Plan.





     The Plan Administrator shall interpret the list of persons who are ineligible to participate
in the Plan, as set forth above, to comply with Code Section 410(a)(1).



     Section 1.21 Employee.




	 	A.	 	An individual who is employed by the Employer and whose
earnings are reported on a Form W-2;
	 
	 	B.	 	An individual who is not employed by the Employer but is
required to be treated as a Leased Employee (as defined in Section 1.33);
provided that if the total number of Leased Employees constitutes 20% or less
of the Employer’s non-highly compensated work force, within the meaning of
Section 414(a)(5)(c)(ii) of the Code, the term “Employee” shall not include
those Leased Employees covered by a “safe harbor” plan described in Section
414(n)(5)(i) of the Code; and
	 
	 	C.	 	When required by context under Section 1.41 for purposes of
crediting Hours of Service, a former Employee.





     The term “Employee” shall not include any individual providing services to the Employer as an
independent contractor. An individual excluded from participation by reason of independent
contractor or Leased Employee status, if determined by the Plan Administrator, a



7









 




court, a governmental agency, or in accordance with law to be a common law employee of the
Employer, shall be recharacterized as an Employee under the Plan as of the date of such
determination, unless an earlier date is necessary to preserve the tax qualified status of the
Plan. Notwithstanding such general recharacterization, such person shall not be considered an
Eligible Employee for purposes of Plan participation, except and to the extent necessary to
preserve the tax qualified status of the Plan.




     Effective January 1, 2009, an Employee includes any individual in Qualified Military Service
(as defined in Code Section 414(u)) who is receiving differential wage payments (as defined in Code
Section 3401(h)(2)) from the Employer solely for the purposes of providing contributions, benefits
and Service credit with respect to such Qualified Military Service, as applicable.



     Section 1.22 Employer. The Company and the Participating Employers that have ratified
and adopted this Plan in a manner satisfactory to, and with the consent of, the Company, as listed
in Appendix D. Whenever the terms of this Plan authorize the Employer or the Company to take any
action, such action shall be considered properly authorized if taken by the Board, the Chairman of
the Board, any committee of the Board, or by the Committee for the Plan in accordance with its
procedures under Section 10.03 hereof.



     Section 1.23 ERISA. The Employee Retirement Income Security Act of 1974, as amended,
or as it may be amended from time to time.



     Section 1.24 ESOP Loan. The indebtedness arising from any extension of credit,
including credit from the Company in the form of purchase money financing, to the Plan or the Trust
for purposes of purchasing ESOP Stock.



     Section 1.25 ESOP Stock. The shares of any class of stock issued by the Company that
are “qualifying employer securities” within the meaning of Sections 409(l) and 4975(e)(8) of the
Code, or any successor sections.



     Section 1.26 ESOP Stock Fund. The portion of the Plan that is invested in ESOP Stock.
The ESOP Stock Fund shall be maintained as an investment option (as described in Appendix C,
attached hereto and made a part hereof) at all times during which a portion of the Plan is intended
to constitute an ESOP.



     Section 1.27 “Five-Percent Owner” means any Employee who owns (or is considered as
owning within the meaning of Section 318 of the Code) more than 5% of the outstanding stock of the
Employer, or stock possessing more than 5% of the total combined voting power of all stock of the
Employer. For purposes of this Section 1.27, Section 318(a)(2)(C) of the Code shall be applied by
substituting “5%” for “50%” each time it appears therein.



     Section 1.28 Former Participant. A Participant who has transferred to a
classification of Employees ineligible to participate in the Plan or a Participant whose employment
with the Employer has terminated but who has a vested Account balance under the Plan that has not
been paid in full and, therefore, is continuing to participate in the allocation of Trust Fund
Income.



     Section 1.29 Full-time Employee. Except as otherwise provided in Appendix D, an
Employee who is regularly scheduled to work 32 or more hours per week.



     Section 1.30 Highly Compensated Employee. Any Employee who:



8









 






	 	A.	 	Was a Five-Percent Owner at any time during the Plan Year or
the preceding Plan Year; or
	 
	 	B.	 	For the preceding Plan Year:






	 	1.	 	Received more than $90,000 ($105,000 for the
Plan Year beginning January 1, 2009) in annual Compensation from the
Employer (or such higher amount as adjusted pursuant to Section
414(q)(1) of the Code); and
	 
	 	2.	 	If the Employer elects, was in the top 20% of
Employees when ranked on the basis of Compensation for the prior Plan
Year.





     Highly Compensated Employees also include highly compensated former Employees. A highly
compensated former Employee includes any Employee who has had a Severance from Employment (or was
deemed to have a Severance from Employment) prior to the current or preceding Plan Year, performs
no Service for the Employer during such Plan Year, and was a Highly Compensated Employee for either
the severance year or any Plan Year ending on or after the Employee’s 55th birthday in accordance
with the rules for determining Highly Compensated Employee status in effect for that determination
year and in accordance with applicable Treasury Regulations and IRS Notice 97-45.



     For purposes of this Section, “Compensation” means Compensation as defined in Section 1.14;
and Related Employers to the Employer shall be treated as a single employer with the Employer. The
determination of who is Highly Compensated shall be made in accordance with Code Section 414(q) and
applicable Treasury Regulations promulgated thereunder.



     Section 1.31 Income. The net gain or loss of the Trust Fund from investments, as
reflected by interest payments, dividends, realized and unrealized gains and losses on securities,
other investment transactions and expenses paid from the Trust Fund. In determining the Income of
the Trust Fund as of any date, assets shall be valued on the basis of their then fair market value.



     Section 1.32 Investment Manager. A person or organization who is appointed under
Section 10.05 to direct the investment of all or part of the Trust Fund, and who is either (a)
registered in good standing as an Investment Adviser under the Investment Advisers Act of 1940, (b)
a bank, as defined in that Act, or (c) an insurance company qualified to perform investment
management services under the laws of more than one state of the United States, and who has
acknowledged in writing that he is a fiduciary with respect to the Plan.



     Section 1.33 Leased Employee. Any person (other than an Employee of the Employer)
who, pursuant to an agreement between the Employer and any other person (“Leasing
Organization”), has performed services for the Employer (or for the Employer and related
persons determined in accordance with Section 414(n)(6) of the Code) on a substantially full time
basis for a period of at least one year, which services are performed under the primary direction
or control of the Employer. Contributions or benefits provided to a Leased Employee by the Leasing
Organization that are attributable to services performed for the Employer shall be treated as
provided by the Employer. If applicable, Compensation under Section 1.14 includes compensation
from the Leasing Organization that is attributable to services performed for the Employer.



     A Leased Employee shall not be considered an Employee of the Employer if (a) such employee is
covered by a money purchase pension plan providing: (i) a nonintegrated employer contribution rate
of at least ten percent of compensation, as defined in Section 415(c)(3) of the Code, but including
amounts contributed pursuant to a salary reduction



9









 




agreement that are excludible from the employee’s gross income under Section 125, Section
132(f)(4), Section 402(e)(3), Section 402(h) or Section 403(b) of the Code, (ii) immediate
participation, and (iii) full and immediate vesting; and (b) leased employees do not constitute
more than 20% of the Employer’s nonhighly compensated workforce.




     Section 1.34 Limitation Year. The Plan Year.



     Section 1.35 Matching Contributions. Contributions made to the Plan by the Employer
pursuant to Section 3.05. Effective January 1, 2009, Matching Contributions include Non-Safe
Harbor Matching Contributions, Safe Harbor Matching Contributions and Additional Matching
Contributions.



     Section 1.36 Matching Contribution Account. That portion of a Participant’s Account
credited with Matching Contributions pursuant to Section 3.05, including reallocated forfeitures,
if any, together with any income, gains and losses credited thereto. A Participant’s Matching
Contribution Account may include one or more subaccounts, including a Non-Safe Harbor Matching
Contribution Account, Safe Harbor Matching Contribution Account, and Additional Matching
Contribution Account.



     Section 1.37 Net Profit. Each Participating Employer’s current or accumulated
surplus, reserves and net or retained earnings determined on the basis of generally accepted
accounting principles before contributions to the Trust Fund. Net Profit shall be computed on the
basis of the Participating Employer’s taxable year.



     Section 1.38 Nonforfeitable. A Participant’s or Beneficiary’s unconditional claim,
legally enforceable against the Plan, to all or a portion of the Participant’s Account.



     Section 1.39 Nonforfeitable Account Balance. The aggregate value of the Participant’s
vested Account balances derived from Employer and Employee contributions (including Rollover
Contributions and Transfer Contributions), whether vested before or upon death.



     Section 1.40 Non-highly Compensated Employee. Any Eligible Employee who is not a
Highly Compensated Employee.



     Section 1.41 Non-Safe Harbor Matching Contributions. Contributions made to the Plan
by the Employer pursuant to Section 3.05.A.



     Section 1.42 Non-Safe Harbor Matching Contribution Account. The portion of a
Participant’s Account credited with Non-Safe Harbor Matching Contributions under Section 3.05.A.,
together with any income, gains and losses credited thereto.



     Section 1.43 Normal Retirement Date. The later of the date on which a Participant
reaches age 65 or the fifth anniversary of the date the Participant commenced participation in the
Plan. However, in no event shall the Normal Retirement Date of a Participant who had an Account
balance on July 1, 1991 be later than the date such Participant reaches age 65.



     Section 1.44 Part-Time Employee. Except as otherwise provided in Appendix D, an
Employee who is regularly scheduled to work fewer than 32 hours per week.



     Section 1.45 Participant. An Eligible Employee who has satisfied the eligibility
requirements of Section 2.01 and becomes a Participant in accordance with the provisions of
Sections 2.01 and 2.02. An Eligible Employee who becomes a Participant shall remain a Participant
or Former Participant under the Plan until the Trustee has fully distributed the vested amount in
his Account to him.



10









 





     Section 1.46 Participating Employer. Any subsidiary or affiliated organization of the
Company electing the participate in the Plan with the consent of the Committee. A list of the
Participating Employers is set forth in Appendix D, attached hereto and made a part hereof, as it
may be updated from time to time.



     Section 1.47 Plan. The plan designated as the Teleflex 401(k) Savings Plan as set
forth herein or in any amendments hereto. Prior to October 1, 2004, the Plan was known as the
Teleflex Incorporated Voluntary Investment Plan.



     Section 1.48 Plan Administrator. The Committee or the person(s) or entity appointed
by the Committee or the Board to oversee the day-to-day administration of the Plan. Effective
January 1, 2008, the Financial Benefit Plans Committee has been appointed to oversee the
administration of the Plan in accordance with its authority under the benefit plan governance
structure approved by the Compensation Committee of the Board, as amended from time to time, or any
successor thereto. Further, effective January 1, 2008, the Vice President, Global Human Resources
(effective May 1, 2009; prior to May 1, 2009, Vice President of Human Resource Operations) and
employees of the Corporate Benefits Department of the Company (collectively the “Benefits Group”)
have been appointed to assist in the day-to-day administration of the Plan in accordance with their
authority under the benefit plan governance structure approved by the Compensation Committee of the
Board, as amended from time to time.



     Section 1.49 Plan Year. The calendar year commencing on January 1 and ending on
December 31.



     Section 1.50 Profit Sharing Contributions. Contributions made to the Plan at the
discretion of the Employer pursuant to Section 3.07.



     Section 1.51 Profit Sharing Contribution Account. The portion of a Participant’s
Account credited with Profit Sharing Contributions under Section 3.07, including reallocated
forfeitures, if any, together with any income, gains and losses credited thereto.



     Section 1.52 Qualified Matching Contributions. Contributions made to the Plan at the
discretion of the Employer pursuant to Section 3.05.E.



     Section 1.53 Qualified Matching Contribution Account. That portion of a Participant’s
Account credited with Qualified Matching Contributions under Section 3.05.E., together with any
income, gains and losses credited thereto.



     Section 1.54 Qualified Non-elective Contributions. Contributions (other than Matching
Contributions, Profit Sharing Contributions, or Qualified Matching Contributions) made to the Plan
at the discretion of the Employer pursuant to Section 3.10.



     Section 1.55 Qualified Non-elective Contribution Account. That portion of a
Participant’s Account credited with Qualified Non-elective Contributions under Section 3.10,
together with any income, gains and losses credited thereto.



     Section 1.56 Related Employers. A controlled group of corporations (as defined in
Code Section 414(b)), trades or business (whether or not incorporated) that are under common
control (as defined in Code Section 414(c)), or an affiliated service group (as defined in Code
Sections 414(m) and (o)). If the Employer is a member of a group of Related Employers, the term
“Employer” includes the Related Employers for purposes of crediting Hours of Service, applying the
coverage test of Code Section 410(b) (except to the extent that the Plan employs the qualified
separate line of business rules of Code Section 414(r)), determining Years of



11









 




Service and Breaks in Service under Section 1.65 and Article IV, applying the limitations
described in Appendix F, applying the Top Heavy rules of Article XI, the definitions of Employee,
Highly Compensated Employee, and Leased Employee, and Service contained in this Article I, and for
any other purpose as required by the Code or by the Plan. However, only an Employer described in
Section 1.22 may contribute to the Plan and only Eligible Employees employed by an Employer
described in Section 1.22 are eligible to participate in this Plan. Unless otherwise provided,
service with a Related Employer prior to the date that it either adopted the Plan or became a
Related Employer shall not be counted for any purpose under the Plan. A Related Employer shall
cease to be an Employer on the date such entity ceases to qualify as a Related Employer to the
Company, unless the Related Employer continues to maintain the Plan with the consent of the
Company.




     Section 1.57 Required Beginning Date. The April 1 of the calendar year following the
later of:




	 	A.	 	The calendar year in which the Participant reaches age 701/2; or
	 
	 	B.	 	The calendar year in which the Participant has a Severance from
Employment; provided, that this Section 1.57.B. shall not apply in the case of
a Participant who is a Five-Percent Owner with respect to the Plan Year ending
with the calendar year in which the Participant attains age 701/2.





     Section 1.58 Rollover Contributions. Contribution made to the Plan by an Employee or
Participant pursuant to Section 3.14.



     Section 1.59 Rollover Contribution Account. That portion of a Participant’s Account
credited with Rollover Contributions under Section 3.14, together with any income, gains and losses
credited thereto.



     Section 1.60 Roth Elective Deferral Contributions. Elective Deferral Contributions
that are made in accordance with and subject to the provisions of Section 402A of the Code and
relevant regulations thereto and are (a) designated irrevocably by the Participant at the time of
the cash or deferred election as Roth Elective Deferral Contributions that are being made in lieu
of all or a portion of the pre-tax Elective Deferral Contributions the Participant is otherwise
eligible to make under the Plan; and (b) treated by the Employer as includible in the Participant’s
income at the time the Participant would have received that amount in cash if the Participant had
not made a cash or deferred election.



     Section 1.61 Roth Elective Deferral Contribution Account. The portion of a
Participant’s Account credited with Roth Elective Deferral Contributions under Section 3.02.D.,
together with any income, gains and losses credited thereto.



     Section 1.62 Safe Harbor Matching Contributions. Contributions made to the Plan by
the Employer pursuant to Section 3.05.B.



     Section 1.63 Safe Harbor Matching Contribution Account. The portion of a
Participant’s Account credited with Safe Harbor Matching Contributions under Section 3.05.B.,
together with any income, gains and losses credited thereto



     Section 1.64 Service and Break-in-Service Definitions.




	 	A.	 	Absence from Service. A severance or absence from
service for any reason other than a quit, discharge, retirement or death, such
as




12









 






	 	 	 	vacation, holiday, sickness, or layoff. Notwithstanding the foregoing, an
absence due to an “Authorized Leave of Absence,” or Qualified
Military Service (as defined in Code Section 414(u)) in accordance with Code
Section 414(u) shall not constitute an Absence from Service.
	 
	 	B.	 	Authorized Leave of Absence. An Authorized Leave of
Absence shall mean:






	 	1.	 	A leave of absence, with or without pay,
granted by the Employer in writing under a uniform, nondiscriminatory
policy applicable to all Employees; however, such absence shall
constitute an Authorized Leave of Absence only to the extent that
applicable federal laws and regulations permit Service credit to be
given for such leave of absence;
	 
	 	2.	 	A leave of absence due to service in the Armed
Forces of the United States to the extent required by Code Section
414(u); or
	 
	 	3.	 	A leave of absence authorized under the Family
and Medical Leave Act, but only to the extent that such Act requires
that service credit be given for such period.






	 	C.	 	Break-in-Service. Each 12 consecutive months in the
period commencing on the earlier of (i) the date on which the Employee quits,
is discharged, retires or dies, or (ii) the first anniversary of the first day
of any Absence from Service, within which the Employee is not credited with
more than 500 Hours of Service, and ending on the date the Employee is again
credited with an Hour of Service for the performance of duties for the
Employer. If an Employee is on maternity or paternity leave, and the absence
continues beyond the first anniversary of such absence, the Employee’s
Break-in-Service will commence no earlier than the second anniversary of such
absence. The period between the first and second anniversaries of the first
date of a maternity or paternity leave is not part of either a Period of
Service or a Break-in-Service. The Plan Administrator shall consider an
Employee on maternity or paternity leave if the Employee’s absence is due to
the Employee’s pregnancy, the birth of the Employee’s child, the placement with
the Employee of an adopted child, or the care of the Employee’s child
immediately following the child’s birth or placement. Notwithstanding the
foregoing, if such maternity or paternity leave constitutes an Authorized Leave
of Absence, such leave shall not be considered part of a Break-in-Service.
	 
	 	D.	 	Employment Commencement Date. The date upon which an
Employee first performs an Hour of Service for the Employer.
	 
	 	E.	 	Hour of Service. Hour of Service shall mean:






	 	1.	 	Each hour for which the Employer, either
directly or indirectly, pays an Employee, or for which the Employee is
entitled to payment, for the performance of duties during the Plan
Year. The Plan Administrator shall credit Hours of Service under this
subparagraph 1. to the Employee for the Plan Year in which the Employee
performs the duties, irrespective of when paid;
	 
	 	2.	 	Each hour for which the Employer, either
directly or indirectly, pays an Employee, or for which the Employee is
entitled to




13









 






	 	 	 	payment (irrespectively of whether the employment relationship is
terminated), for reasons other than the performance of duties during
a computation period, such as leaves of absence, vacation, holiday,
sick leave, illness, incapacity (including disability), layoff, jury
duty or military duty. There shall be excluded from the foregoing
those periods during which payments are made or due under a plan
maintained solely for the purpose of complying with applicable
workers’ compensation, unemployment compensation, or disability
insurance laws. An Hour of Service shall not be credited where an
employee is being reimbursed solely for medical or medically related
expenses. The Plan Administrator shall not credit more than 501
Hours of Service under this Section 1.64.E.2. to an Employee on
account of any single continuous period during which the Employee
does not perform any duties (whether or not such period occurs during
a single computation period). The Plan Administrator shall credit
Hours of Service under this Section 1.64.E.2. in accordance with the
rules of paragraphs (b) and (c) of Department of Labor Regulations
Section 2530.200b-2, which the Plan, by this reference, specifically
incorporates in full within this Section 1.64.E.2.; and
	 
	 	3.	 	Each hour for back pay, irrespective of
mitigation of damages, to which the Employer has agreed or for which
the Employee has received an award. The Plan Administrator shall
credit Hours of Service under this Section 1.64.E.3. to the Employee
for the computation period(s) to which the award or the agreement
pertains rather than for the computation period in which the award,
agreement or payment is made.






	 	 	 	The Plan Administrator shall not credit an Hour of Service under more than
one of the above paragraphs. Furthermore, if the Plan Administrator is to
credit Hours of Service to an Employee for the 12-month period beginning
with the Employee’s Employment Commencement Date or with an anniversary of
such date, then the 12-month period shall be substituted for the term “Plan
Year” wherever the latter term appears in this Section. A computation
period for purposes of this Section 1.64 is the Plan Year, Break-in-Service
period or other period, as determined under the Plan provision for which the
Plan Administrator is measuring an Employee’s Hours of Service. The Plan
Administrator will resolve any ambiguity with respect to the crediting of an
Hour of Service in favor of the Employee.
	 
	 	 	 	The Plan Administrator shall credit every Employee with Hours of Service on
the basis of the “actual” method; provided that with respect to an Employee
for whom hours of employment are not normally recorded, the Plan
Administrator may, in accordance with rules applied in a uniform and
nondiscriminatory manner, elect to credit Hours of Service using one or more
of the following equivalencies:




14









 











	 	 	 
	Basis upon Which Records	 	Credit Granted to Individual
	Are Maintained	 	For Period
	Shift

	 	actual hours for full shift
	 
	 	 
	Day

	 	10 Hours of Service
	 
	 	 
	Week

	 	45 Hours of Service
	 
	 	 
	Semi-monthly period

	 	95 Hours of Service
	 
	 	 
	Month

	 	190 Hours of Service







	 	 	 	For purposes of this Plan, the “actual” method means the determination of
Hours of Service from records of hours worked and hours for which the
Employer makes payment or for which payment is due from the Employer.
	 
	 	 	 	Hours of Service will be credited for employment with other members of a
group of Related Employers of which the Employer is a member. Hours of
Service will also be credited for any individual considered an Employee for
purposes of this Plan to the extent required under Code Sections 414(n) or
414(o) and the Treasury Regulations promulgated thereunder.
	 
	 	 	 	Solely for purposes of determining whether the Employee incurs a
Break-in-Service under any provision of this Plan, the Plan Administrator
shall credit Hours of Service during an Employee’s unpaid absence period due
to maternity or paternity leave. The Plan Administrator shall consider an
Employee on maternity or paternity leave if the Employee’s absence is due to
the Employee’s pregnancy, the birth of the Employee’s child, the placement
with the Employee of an adopted child, or the care of the Employee’s child
immediately following the child’s birth or placement. The Plan
Administrator shall credit only the number (up to 501 Hours of Service)
necessary to prevent an Employee’s Break-in-Service. The Plan Administrator
shall credit all Hours of Service described in this paragraph to the
computation period in which the absence period begins or, if the Employee
does not need these Hours of Service to prevent a Break-in-Service in the
computation period in which his absence period begins, the Plan
Administrator shall credit these Hours of Service to the immediately
following computation period. Further, if required by the Family and
Medical Leave Act, time on a leave of absence, whether or not paid, shall
count in determining Service and Hours of Service.
	 
	 	F.	 	Period of Service. The period of Service commencing on
an Employee’s Employment Commencement Date or Re-employment Commencement Date,
whichever is applicable, and ending on the Employee’s Severance from Service
Date. Notwithstanding anything else to the contrary, a Period of Service will
include (i) any Period of Severance resulting from a quit, discharge, or
retirement if within 12 months of his Severance from Service Date, the Employee
is credited with an Hour of Service for the performance of duties for the
Employer, (ii) any Period of Severance if the Employee quits, is discharged, or
retires during an Absence from Service of less than 12 months and is then
credited with an Hour of Service within 12 months of the date on which the
Absence from Service began, and (iii) any other period of Service as defined in
subsection J. below.




15









 






	 	G.	 	Period of Severance. The period commencing on any
Severance from Service Date and ending on the date an Employee is again
credited with an Hour of Service for the performance of duties for the
Employer.
	 
	 	H.	 	Re-employment Commencement Date. The date upon which
an Employee first performs an Hour of Service for the Employer following a
Break-in-Service.
	 
	 	I.	 	Severance from Employment. A separation from Service
with the Employer maintaining this Plan and any Related Employers such that the
Employee no longer has an employment relationship with the Employer or any
Related Employers that maintain the Plan. In addition, a Severance from
Employment shall be deemed to occur with respect to the Employees of a Related
Employer effective as of the date such Related Employer ceases to qualify as a
Related Employer to the Employer, unless such employer continues to maintain
the Plan with the consent of the Company.
	 
	 	J.	 	Service. Any period of time the Employee is in the
employ of the Employer, whether before or after adoption of the Plan,
determined in accordance with reasonable and uniform standards and policies
adopted by the Plan Administrator, which standards and policies shall be
consistently observed. For purposes of counting an Employee’s Service, the
Plan shall treat an Employee’s Service with employers who are part of a group
of Related Employers of which the Employer is a member as Service with the
Employer for the period during which the employers are Related Employers.
Service for purposes of determining eligibility to participate and vesting may
also be granted for an Employee’s Period of Service prior to the date his
employer became a Related Employer if such Service is granted in accordance
with the requirements of Code Section 401(a)(4) and the regulations thereunder.
For all Plan purposes, the Plan shall treat the following periods as Service:






	 	1.	 	Any Authorized Leave of Absence, subject to the
service crediting limitations set forth in Section 1.64.B;
	 
	 	2.	 	Any qualified military service in accordance
with Section 414(u) of the Code; and
	 
	 	3.	 	Any other absence during which the Participant
continues to receive his regular Compensation.






	 	 	 	Effective January 1, 2009, as required by Code Section 414(u), as amended by
the HEART Act, any individual in Qualified Military Service (as defined in
Code Section 414(u)) who is receiving differential wage payments (as defined
in Code Section 3401(h)(2)) from the Employer shall be treated as an
Employee of the Employer solely for purposes of providing contributions,
benefits and Service credit with respect to such Qualified Military Service
in accordance with Code Section 414(u).
	 
	 	K.	 	Severance from Service Date. The earlier of (i) the
date on which an Employee quits, is discharged, retires, or dies, or (ii) the
first anniversary of the first date of any Absence from Service.
	 
	 	L.	 	Year of Service. Except as otherwise provided in
Appendix D to the Plan:





16









 






	 	1.	 	For purposes of Article II relating to
eligibility to participate, a 12 consecutive month period beginning on
the date an Employee performs his first Hour of Service (or his
Re-employment Commencement Date following a Break-in-Service) and each
anniversary thereof during which such Employee is credited with at
least 1,000 Hours of Service with the Employer; and
	 
	 	2.	 	For all other purposes under the Plan, a 12
consecutive month period beginning on the date an Employee performs his
first Hour of Service (or his Re-employment Commencement Date following
a Break-in-Service) and each anniversary thereof, without regard to any
number of Hours of Service.
	 
	 	3.	 	Subject to the requirements of the Code and at
the discretion of the Committee, a continuous period of service as an
employee of an entity before such entity becomes an Employer shall be
counted for purpose of eligibility to participate under Article II of
vesting under Article IV. The amount of any such service, as approved
by the Committee, shall be specified in the declaration by which such
entity joins the Plan.





     Section 1.65 Spouse. The lawful spouse of the Participant as determined under the law
of the state where the Participant resides at the date of determination.



     Section 1.66 Stock. The voting common stock of the Company of the same class and
having the same voting and dividend rights as the common stock of the Company that from time to
time is listed for public trading on a national securities exchange.



     Section 1.67 Transfer Contributions. Contribution made to the Plan by an Employee or
Participant pursuant to Section 3.14.



     Section 1.68 Transfer Contribution Account. That portion of a Participant’s Account
credited with Transfer Contributions under Section 3.14, together with any income, gains and losses
credited thereto.



     Section 1.69 Treasury Regulations. Regulations promulgated under the Internal Revenue
Code by the Secretary of the Treasury.



     Section 1.70 Trust. The Trust known as the Teleflex Incorporated Master Trust and
maintained in accordance with the terms of the trust agreement, as from time to time amended,
between Teleflex Incorporated and the Trustee.



     Section 1.71 Trust Fund. All property of every kind held or acquired by the Trustee
under the Trust agreement other than incidental benefit insurance contracts.



     Section 1.72 Trustee. Effective September 30, 2004, Vanguard Fiduciary Trust Company,
a Pennsylvania Trust Company, or such other entity or person(s) that subsequently may be appointed
by the Company or the Committee.



     Section 1.73 Unallocated ESOP Stock Account. The suspense account maintained by the
Trustee to hold ESOP Stock pursuant to Section 3.19 that has not yet been allocated to the Accounts
of Participants.



17









 





     Section 1.74 Valuation Date. Each day on which the New York Stock Exchange is open
for trading.



     Section 1.75 Terms Defined Elsewhere.



	 	 	 
	Actual Contribution Percentage

	 	Appendix F
	Actual Deferral Percentage

	 	Appendix F
	Annual Additions

	 	Appendix F
	Cash-out Distribution

	 	Section 5.02.A.
	Contribution Percentage Amounts

	 	Appendix F
	Determination Date

	 	Section 11.05.G.
	Direct Rollover

	 	Section 6.05.B.4.
	Distributee

	 	Section 6.05.B.3.
	Elective Deferrals

	 	Appendix F
	Eligible Retirement Plan

	 	Section 6.05.B.2.
	Eligible Rollover Distribution

	 	Section 6.05.B.1.
	Employer Common Stock Fund

	 	Section 8.05
	Excess Aggregate Contributions

	 	Appendix F
	Excess Compensation Deferrals

	 	Appendix F
	Excess Elective Deferrals

	 	Appendix F
	Forfeiture Break-in-Service

	 	Section 4.02
	Gap Period

	 	Appendix F
	Investment Funds

	 	Section 8.05
	Key Employee

	 	Section 11.05A.
	Limitation Year

	 	Appendix F
	Maximum Permissible Amount

	 	Appendix F
	Non-Key Employee

	 	Section 11.05.B.
	Permissive Aggregation Group

	 	Section 11.05.E.
	Qualified Joint and Survivor Annuity

	 	Appendix A and Appendix B
	Required Aggregation Group

	 	Section 11.05.D.
	Tender Offer

	 	Section 8.05
	Top Heavy

	 	Section 11.03






18









 






ARTICLE II

ELIGIBILITY AND PARTICIPATION




     Section 2.01 ELIGIBILITY AND PARTICIPATION.




	 	A.	 	Each Eligible Employee who was a Participant in the Plan on the
day before the Effective Date of this restated Plan shall continue as a
Participant in this Plan as restated.
	 
	 	B.	 	Effective January 1, 2009, except as otherwise provided in
Appendix D, an Eligible Employee shall be eligible to become a Participant as
follows:






	 	1.	 	An Eligible Employee who is a Full-time
Employee shall be eligible to become a Participant on his date of hire
by the Employer.
	 
	 	2.	 	An Eligible Employee who is a Part-time
Employee shall be eligible to become a Participant on the day he
completes a Year of Service with the Employer.






	 	C.	 	Prior to January 1, 2009, an Eligible Employee shall be
eligible to become a Participant upon completing a period of Service
established by the Employer and set forth in Appendix D, which shall not exceed
one Year of Service.
	 
	 	D.	 	Each person who was an active employee of Arrow International,
Inc. (“Arrow”) or any of its Subsidiaries (as set forth in Section 3.01(b) of
the Disclosure Letter to the Agreement and Plan of Merger among Teleflex
Incorporated, AM Sub Inc. and Arrow International, Inc.) immediately prior to
October 1, 2007 shall receive full credit for purposes of eligibility to
participate in the Plan for his most recent continuous period of service with
Arrow or any of its Subsidiaries to the same extent recognized by Arrow or any
of its Subsidiaries immediately prior to October 1, 2007, except to the extent
such credit would result in duplication of benefits for the same period of
service.





     Section 2.02 ENROLLMENT. As soon as administratively practicable, the Plan
Administrator shall notify each Employee who is eligible to make Elective Deferral Contributions to
the Plan and shall explain the rights, privileges and duties of a Participant in the Plan.




	 	A.	 	An Eligible Employee who has satisfied the conditions for
eligibility under Section 2.01 shall become a Participant by filing a written
election with the Plan Administrator (or complying with such other reasonable
enrollment procedures as the Plan Administrator may implement). An election
that complies with the Plan Administrator’s procedures shall be effective on
the first day of the first payroll period immediately following the Plan
Administrator’s receipt of the election or at such other time as designated by
the Employer. The election shall authorize the Employer to withhold a
specified percentage of the Participant’s Compensation to be paid into his
Elective Deferral Contribution Account and provide such additional information
as the Plan Administrator may reasonably require. The Plan Administrator may
establish additional rules and procedures governing the time and manner in
which Elective Deferral Contribution elections shall be processed.
	 
	 	B.	 	Effective January 1, 2009, if a Participant who is a Covered
Participant




19









 






	 	 	 	does not elect to make Elective Deferral Contributions to the Plan or
affirmatively elect not to make Elective Deferral Contributions to the Plan,
the Covered Participant shall automatically be deemed to have elected to
make Elective Deferral Contributions to the Plan in accordance with Section
3.02.C and shall become a Participant on the effective date of such
automatic election. Unless and until the Covered Participant makes an
election otherwise, the Participant shall be deemed to have authorized the
Employer to withhold the percentage of his Compensation set forth in Section
3.02.C. to be paid into his Elective Deferral Contribution Account.





     Section 2.03 PARTICIPATION UPON RE-EMPLOYMENT.




	 	A.	 	An Eligible Employee who experiences a Severance from
Employment after satisfying the conditions for eligibility under Section 2.01
but before becoming a Participant shall be eligible to participate in the Plan:






	 	1.	 	As though his employment had been uninterrupted
if he is reemployed as an Eligible Employee before incurring a Break-in
Service; or
	 
	 	2.	 	As of the first day of the payroll period
immediately following his date of reemployment as an Eligible Employee
if he has incurred a Break-in-Service.






	 	B.	 	An Eligible Employee who experiences a Severance from
Employment after becoming a Participant shall again become a Participant on the
date he is re-employed as an Eligible Employee by the Employer. Any Eligible
Employee who experiences a Severance from Employment prior to satisfying the
conditions for eligibility may become a Participant upon satisfying the
conditions for eligibility under Section 2.01.






	 	1.	 	Effective January 1, 2010, if a rehired
Eligible Employee had not previously made an affirmative election with
respect to Elective Deferral Contributions and is rehired more than
twenty-four months (24) following the date of his Severance from
Employment, he shall be treated as a new Eligible Employee for purposes
of Section 3.02.C.
	 
	 	2.	 	Effective January 1, 2010, if a rehired
Eligible Employee had not previously made an affirmative election with
respect to Elective Deferral Contributions and is rehired within
twenty-four months (24) following the date of his Severance from
Employment, he shall not be treated as a new Eligible Employee for
purposes of Section 3.02.C. Such Eligible Employee’s default Elective
Deferral Contribution percentage will be the default Elective Deferral
Contribution percentage applicable at the time of his Severance from
Employment, plus any increase in the default Elective Deferral
Contribution percentage that would have occurred if he had not
experienced a Severance from Employment.





     Section 2.04 TRANSFERS BETWEEN PARTICIPATING EMPLOYERS. A Participant who is an
Eligible Employee and who transfers employment from one Employer to another Employer shall continue
to participate in the Plan. An Employee who is an Eligible Employee



20









 




shall continue to be an Eligible Employee following a transfer between Employers as if the
Eligible Employee had performed all Service during the Plan Year for the Employer to which the
Eligible Employee is transferred.




     Section 2.05 TIME OF PARTICIPATION — EXCLUDED EMPLOYEES. An Employee of the Employer
who becomes an Eligible Employee shall become a Participant in the Plan in accordance with Section
2.01. A Participant who ceases to be an Eligible Employee shall cease to be eligible to make or
receive contributions under the Plan as of the last day of the payroll period during which he
ceases to be an Eligible Employee.



     Section 2.06 CHANGES IN PARTICIPANT’S JOB CLASSIFICATION. A Participant who transfers
to a classification of Employee which causes him to cease to meet the definition of Eligible
Employee, or who is granted a leave of absence or placed on inactive status by the Employer, shall
not be deemed to have experienced a Severance from Employment and shall not be entitled to a
distribution based upon a Severance from Employment; provided, however that, effective January 1,
2009, as required by Code Section 414(u), as amended by the HEART Act, a Participant in Qualified
Military Service (within the meaning of Code Section 414(u)) shall be treated as having incurred a
Severance from Employment for purposes of eligibility to receive a distribution from his Account.
While such Participant is employed by the Employer but not as an Eligible Employee, or is on an
unpaid leave of absence or in inactive status, neither the Participant nor the Employer on his
behalf shall make contributions to the Plan other than Rollover Contributions pursuant to Section
3.14. If the Participant is later employed by the Employer, transfers to a classification of
Employee which is eligible to participate in the Plan, returns to employment immediately upon
expiration of a leave of absence, or is restored to active status, contributions to the
Participant’s Account may resume under all applicable Plan provisions.



21









 





ARTICLE III

CONTRIBUTIONS




     Section 3.01 INDIVIDUAL ACCOUNTS. The Plan Administrator shall establish an Account
for each Participant and Former Participant having an amount to his credit in the Trust Fund. Each
Account shall be divided into separate subaccounts, as applicable, for “Elective Deferral
Contributions,” “Catch-Up Contributions,” “Roth Elective Deferral Contributions,” “Non-Safe Harbor
Matching Contributions,” “Safe Harbor Matching Contributions”, “Additional Matching Contributions,”
and “Profit Sharing Contributions.” If a Participant has made a “Rollover Contribution” or
“Transfer Contribution,” as defined below, or if the Employer elects to make “Qualified
Non-elective Contributions” or “Qualified Matching Contributions,” as defined below, separate
subaccounts shall be established for such contributions. In addition, if a Participant made
“After-tax Contributions” prior to January 1, 1987, a separate subaccount referred to as the
“After-tax Contribution Account” shall be established for the Participant. Furthermore, if a
Participant re-enters the Plan subsequent to a “Forfeiture Break-in-Service” (as defined in Section
4.02), a separate Account shall be maintained for the Participant’s pre-Forfeiture Break-in-Service
Account and a separate Account for his post-Forfeiture Break-in-Service Account, unless the
Participant’s entire Account under the Plan is 100% Nonforfeitable. Allocations shall be made to
the Accounts of the Participants in accordance with the provisions of Section 10.14. The Plan
Administrator may direct the Trustee to maintain a temporary segregated investment Account in the
name of a Participant to prevent a distortion of income, gain, or loss allocations under Section
10.14. The Plan Administrator shall ensure that records are maintained for all Account allocations
and related recordkeeping activities.



     Section 3.02 PARTICIPANT CONTRIBUTIONS.




	 	A.	 	Elective Deferral Contributions.






	 	1.	 	Contribution Limits. For any Plan
Year, each Participant may have allocated to his Account an amount of
his Compensation for such Plan Year, which amount shall be a whole
percentage, rounded to the nearest dollar, of not less than two percent
(2%) but not more than the lesser of $13,000 ($16,500 in 2009) (or such
larger dollar amount as the Commissioner of the Internal Revenue may
prescribe in accordance with Code Section 402(g)(4)) or fifty percent
(50%) of his Compensation for such Plan Year (as may be adjusted from
time to time by the Committee). Such amount shall be known as the
Participant’s “Elective Deferral Contributions.” Effective January 1,
2006, except for occasional, bona fide administrative considerations,
Elective Deferral Contributions cannot be made before the earlier of
(1) the performance of Services with respect to which the contributions
are made; or (2) the date that the Compensation, which is subject to
the Elective Deferral Contribution election, would be currently
available to the Participant in the absence of the election.
Notwithstanding any other provision hereunder, effective January 1,
2008, Elective Deferral Contributions may not be made from any element
of Compensation that does not meet the requirements set forth in
Section 1.14 and Code Section 415 and the Treasury Regulations issued
thereunder.
	 
	 	2.	 	Amount of Elective Deferral
Contribution. Effective January 1,




22









 






	 	 	 	2009, a Participant’s Compensation for a Plan Year shall be reduced
by: (i) the amount of the Elective Deferral Contributions
affirmatively elected by the Participant for such Plan Year; or (ii)
the amount of Elective Deferral Contributions made pursuant to
Section 3.02.C.






	 	B.	 	Catch-Up Contributions. Effective for contributions
made on or after January 1, 2002, each Participant who is eligible to make
Elective Deferral Contributions under this Plan and who has or will attain at
least age 50 before the close of the Plan Year shall be eligible to defer an
additional amount of his Compensation for such Plan Year (known as
“Catch-up Contributions”), which such amount shall not exceed the
dollar amount prescribed in Code Section 414(v) (e.g., $3,000 in 2004 and
$5,500 in 2009). Such Catch-up Contributions shall be made in accordance with,
and subject to the limitations of, Code Section 414(v) for that Plan Year.
Such Catch-up Contributions shall not be taken into account for purposes of the
provisions of the Plan implementing the required limitations of Code Sections
402(g) and 415. The Plan shall not be treated as failing to satisfy the
provisions of the Plan implementing the requirements of Code Sections
401(k)(3), 401(k)(11), 401(k)(12), 401(k)(13), 410(b), or 416, as applicable,
by permitting the making of such Catch-up Contributions.
	 
	 	C.	 	Automatic Elective Deferral Contributions.






	 	1.	 	Effective January 1, 2009, a Covered
Participant who has not affirmatively elected to make Elective Deferral
Contributions under the Plan or affirmatively elected to make no
Elective Deferral Contributions under the Plan shall automatically
begin making Elective Deferral Contributions to the Plan at the
“qualified percentage” (described below) of Compensation on the later
of January 1, 2009 or as soon as administratively practicable after the
date he becomes a Covered Participant (but no later than the earlier of
(a) the pay date for the second payroll period that begins after the
date the notice described in Section 3.02.C.4 is provided; and (b) the
first pay period that occurs at least 30 days after the notice is
provided). Subject to the limits set forth in Section 3.02.A.1. and
Appendix F, such Covered Participants will be deemed to have elected to
defer 3% (referred to herein as the “qualified percentage”) of their
Compensation under the Plan on a pre-tax basis for each payroll period
during the 2009 Plan Year or the first Plan Year in which they become
Covered Participants, if later, unless and until they affirmative elect
otherwise by filing a written election with the Plan Administrator (or
complying with such other reasonable election procedures as the Plan
Administrator may implement) or cease to be Eligible Employees. The
qualified percentage for Covered Participants who have been
automatically enrolled in the Plan and have not otherwise made an
affirmative election with respect to their Elective Deferral
Contribution percentage (including an election not to make Elective
Deferral Contributions) shall increase by 1% for each of the next three
Plan Years (i.e., up to 6%). The increase for a Plan Year will be
effective as of the first pay period in the March of the Plan Year.
Except as provided in Section 3.02.C.3. below or to




23









 






	 	 	 	the extent of the increasing qualified percentage described in the
preceding sentence, the same qualified percentage will be withheld as
automatic Elective Deferral Contributions from all Covered
Participants subject to the qualified percentage. The Elective
Deferral Contributions made pursuant to Article III, along with the
Safe Harbor Matching Contributions made pursuant to Section 3.05.B.,
are intended to satisfy the requirements to be a qualified automatic
contribution arrangement within the meaning of Code Sections
401(k)(13) and 401(m)(12) and the Treasury Regulations and other
guidance issued thereunder. The Elective Deferral Contributions made
pursuant to Article III are also intended to satisfy the requirements
to be an eligible automatic contribution arrangement within the
meaning of Code Section 414(w) and the Treasury Regulations and other
guidance issued thereunder. Notwithstanding any other provision
hereunder, effective January 1, 2010, Compensation for purposes of
automatic Elective Deferral Contributions shall have the meaning set
forth in Section 1.14, modified to the extent necessary to be safe
harbor compensation within the meaning of Treasury Regulations
Section 1.401(k)-3(b)(2).
	 
	 	2.	 	Automatic Elective Deferral Contributions
described in Section 3.02.C.1. will be reduced or stopped to the extent
necessary to satisfy the limitations under Code Sections 401(a)(17),
402(g), and 415 and to satisfy any suspension period required after a
hardship distribution.
	 
	 	3.	 	A Covered Participant will have a reasonable
period of time after receipt of the notice described in Section
3.02.C.4. below to make an affirmative election regarding Elective
Deferral Contributions (either to make no Elective Deferral
Contributions or to make Elective Deferral Contributions in a
percentage other than the qualified percentage) before Elective
Deferral Contributions are automatically made to the Plan on his behalf
pursuant to this Section 3.02.C.; provided, however, that automatic
Elective Deferral Contributions will begin to be made to the Plan on
behalf of a Covered Participant no later than the earlier of (a) the
pay date for the second payroll period that begins after the date the
notice is provided; and (b) the first pay period that occurs at least
30 days after the notice is provided. Automatic Elective Deferral
Contributions being made to the Plan on a Covered Participant’s behalf
will cease as soon as administratively feasible after the Covered
Participant makes such an affirmative election regarding Elective
Deferral Contributions.
	 
	 	4.	 	At least 30 days, but not more than 90 days,
before the beginning of the Plan Year, the Plan Administrator will
provide each Covered Participant a comprehensive notice of the Covered
Participant’s rights and obligations under the qualified automatic
contribution arrangement and eligible automatic contribution
arrangement described in this Section 3.02.C., written in a manner
calculated to be understood by the average Covered Participant. If an
Eligible Employee becomes a Covered Participant after the
90th day before the beginning of the Plan Year and does not
receive the notice for that reason, the notice will be provided no more
than 90




24









 






	 	 	 	days before the Eligible Employee becomes a Covered Participant but
not later than the pay date for the payroll period that includes the
date the Eligible Employee becomes a Covered Participant. The notice
will accurately describe:






	 	(a)	 	The amount of automatic Elective
Deferral Contributions that will be made to the Plan on the
Covered Participant’s behalf in the absence of an affirmative
election;
	 
	 	(b)	 	The Covered Participant’s right
to elect to have no Elective Deferral Contributions made to the
Plan on his behalf or to have a different amount of Elective
Deferral Contributions made;
	 
	 	(c)	 	How automatic Elective Deferral
Contributions will be invested in the absence of the Covered
Participant’s investment instructions; and
	 
	 	(d)	 	The Covered Participant’s right
to make a withdrawal of automatic Elective Deferral
Contributions pursuant to Section 3.04 and the procedures for
making such a withdrawal.






	 	D.	 	Roth Elective Deferral Contributions.






	 	1.	 	General Application. Effective as of
January 1, 2006, the Plan will accept Roth Elective Deferral
Contributions made on behalf of the Participants. A Participant’s Roth
Elective Deferral Contributions shall be allocated to a separate
account maintained for such contributions as described in Section
3.02.D.2. Unless specifically stated otherwise, Roth Elective Deferral
Contributions shall be treated Elective Deferral Contributions for all
purposes under the Plan.
	 
	 	2.	 	Separate Accounting. Contributions and
withdrawals of Roth Elective Deferral Contributions shall be credited
and debited to the Roth Elective Deferral Contribution Account
maintained for each Participant. The Plan shall maintain a record of
the amount of Roth Elective Deferral Contributions in each
Participant’s Account. Gains, losses and other credits or charges must
be separately allocated on a reasonable and consistent basis to each
Participant’s Roth Elective Deferral Contribution Account and the
Participant’s other Accounts under the Plan. No contributions other
than Roth Elective Deferral Contributions and properly attributable
earnings will be credited to each Participant’s Roth Elective Deferral
Contribution Account.
	 
	 	3.	 	Direct Rollovers. Notwithstanding
Section 6.05 of the Plan, a direct rollover of a distribution from a
Participant’s Roth Elective Deferral Contribution Account under the
Plan will only be made to another Roth elective deferral contribution
account under an applicable retirement plan described in Code Section
402A(e)(1) or to a Roth IRA described in Code Section 408A, and only to
the




25









 






	 	 	 	extent the rollover is permitted under the rules of Code Section
402(c). Notwithstanding Section 3.14 of the Plan, the Plan shall
accept a Rollover Contribution to a Participant’s Roth Elective
Deferral Contribution Account only if it is a direct rollover from
another Roth elective deferral contribution account under an
applicable retirement plan described in Code Section 402A(e)(1) and
only to the extent the rollover is permitted under the rules of Code
Section 402(c). Eligible rollover distributions from a Participant’s
Roth Elective Deferral Contribution Account shall be taken into
account in determining whether the Participant’s vested Account under
the Plan exceeds $1,000 for purposes of Section 5.02 of the Plan.
	 
	 	4.	 	Correction of Excess Compensation Deferrals
and Excess Elective Deferrals. In the case of a distribution of
Excess Compensation Deferrals and Excess Elective Deferral, a Highly
Compensated Employee may designate the extent to which the excess
amount is composed of pre-tax Elective Deferral Contributions and Roth
Elective Deferral Contributions but only to the extent such types of
contributions were made for the Plan Year. If the Highly Compensated
Employee does not designate which type of Elective Deferral
Contributions are to be distributed, the Plan will distribute pre-tax
Elective Deferral Contributions first.





     Section 3.03 CHANGES AND SUSPENSIONS OF ELECTIVE DEFERRAL CONTRIBUTIONS, CATCH-UP
CONTRIBUTIONS AND/OR ROTH ELECTIVE DEFERRAL CONTRIBUTIONS. A Participant may change the rate
of Elective Deferral Contributions, Catch-Up Contributions and/or Roth Elective Deferral
Contributions to his Account at any time during each Plan Year, effective for the first payroll
period for which it is administratively feasible to change the rate of such Participant’s Elective
Deferral Contributions, Catch-Up Contributions and/or Roth Elective Deferral Contributions, by
communicating such rate change in accordance with uniform rules and procedures established by the
Plan Administrator regarding the timing and manner of making such elections. In addition, a
Participant may at any time elect to suspend all contributions to his Account, effective for the
first payroll period for which it is administratively feasible to stop such Participant’s Elective
Deferral Contributions, Catch-Up Contributions and/or Roth Elective Deferral Contributions, by
giving advance notice in any manner specified by the Plan Administrator. An election to recommence
contributions shall be effective for the first payroll period in which it is administratively
feasible to begin deferral withholdings. All suspensions and recommencements of Elective Deferral
Contributions, Catch-Up Contributions and/or Roth Elective Deferral Contributions shall be made in
the manner and at the times specified in uniform rules and procedures established by the Plan
Administrator, which rules and procedures may be changed from time to time.



     Section 3.04 WITHDRAWAL OF AUTOMATIC ELECTIVE DEFERRAL CONTRIBUTIONS. A Covered
Participant who makes automatic Elective Deferral Contributions to the Plan pursuant to Section
3.02.C. may elect to withdraw such Elective Deferral Contributions (and earnings attributable
thereto). The withdrawal election must be made no later than 90 days after automatic Elective
Deferral Contributions are first withheld from the Covered Participant’s Compensation. A
Participant shall make an election under this Section 3.04 in accordance with uniform rules and
procedures established by the Plan



26









 




Administrator. The amount that shall be distributed from the Plan upon a Covered
Participant’s request under this Section 3.04 is equal to the amount of automatic Elective Deferral
Contributions made under the Plan through the earlier of (a) the pay date for the second payroll
period that begins after the Covered Participant’s withdrawal request, and (b) the first pay date
that occurs at least 30 days after the Covered Participant’s request, plus attributable earnings
through the date of distribution. In addition, the amount distributed to the Participant under
this Section 3.04 may be reduced by any fees generally applicable to distributions; provided,
however, that any such fees may not be greater than any other fees charged for a cash distribution.
Further, any Matching Contributions made with respect to Elective Deferral Contributions
distributed to a Participant pursuant to this Section 3.04 shall be forfeited. A distribution may
be made under this Section 3.04 without regard to any notice or consent otherwise required by Code
Sections 401(a)(11) or 417.




     Unless the Covered Participant affirmatively elects otherwise, any withdrawal request pursuant
to this Section 3.04 shall be treated as an affirmative election to stop having Elective Deferral
Contributions made to the Plan on the Covered Participant’s behalf as of the earlier of (a) the
pay date for the second payroll period that begins after the Covered Participant’s withdrawal
request, and (b) the first pay date that occurs at least 30 days after the Covered Participant’s
request. Elective Deferral Contributions distributed to a Covered Participant pursuant to this
Section 3.04 shall not be counted towards the dollar limitation on Elective Deferral Contributions
contained in Code Section 402(g) nor for purposes of the actual deferral percentage test described
in Code Section 401(k)(3), to the extent applicable.



     Section 3.05 MATCHING AND QUALIFIED MATCHING CONTRIBUTIONS.




	 	A.	 	Non-Safe Harbor Matching Contributions. For Plan Years
beginning prior to January 1, 2009, and for Plan Years beginning on and after
January 1, 2009 with respect to any Employer that is designated by the
Committee as a separate line of business and authorized by the Committee to
make a Matching Contribution that is different than the Matching Contribution
set forth in Section 3.05.B., the Employer may contribute to the Account of
each eligible Participant employed by it “Non-Safe Harbor Matching
Contributions” in an amount determined by the Employer from time to time in
its discretion, subject to the approval of the Committee. The Non-Safe Harbor
Matching Contributions shall be made from the Employer’s Net Profit in
accordance with Appendix D, in an amount (when added to forfeitures of Matching
Contributions that are reallocated pursuant to Appendix F.05) that does not
exceed:






	 	1.	 	A percentage, elected by each Employer, of such
Participant’s Elective Deferral Contributions made under Section 3.02
(as set forth in Appendix D), minus
	 
	 	2.	 	The fair market value of ESOP Stock allocated
to the Accounts of such Participants under Section 3.17 (Matching
Contributions-ESOP Stock Allocation).






	 	 	 	The discretionary Non-Safe Harbor Matching Contribution amounts or rates of
contribution in any year may vary, in the Employer’s discretion and among
Employers or divisions, subject to the approval of the Committee, and the
discretionary amounts so contributed shall be allocated among the eligible
Participants of such Employers or divisions. However, the rate of the
Non-Safe Harbor Matching Contribution shall not increase as the rate of a
Participant’s Elective Deferral Contributions increase. Further, the
Non-Safe Harbor Matching Contributions made for




27









 






	 	 	 	any eligible Highly Compensated Employee at any rate of Elective Deferral
Contributions cannot be greater than that for any eligible Non-highly
Compensated Employee who makes Elective Deferral Contributions at the same
rate. Whenever different levels of Non-Safe Harbor Matching Contributions
are provided for the Plan Year on behalf of different Employers or
divisions, the Plan Administrator shall notify the Trustee, in writing, of
the amount of the contribution allocable to each group for allocation to the
eligible Participants employed within each such group. Each level of
Non-Safe Harbor Matching Contribution for a Plan Year is also required to
satisfy Code Section 401(a)(4).
	 
	 	B.	 	Safe Harbor Matching Contributions. For Plan Years
beginning on and after January 1, 2009, except any Employer that is designated
by the Committee as a separate line of business and authorized by the Committee
to make a different Matching Contribution, the Employer will contribute Safe
Harbor Matching Contributions to the Account of each Participant employed by it
in an amount equal to 100% of a Participant’s Elective Deferral Contributions
up to 5% of the Participant’s Compensation. The Safe Harbor Matching
Contributions made pursuant to this Section 3.05.B. are intended to satisfy the
matching contribution requirement in Code Section 401(k)(13)(D) for the Plan to
be a qualified automatic contribution arrangement.
	 
	 	C.	 	Additional Matching Contributions. With the prior
approval of the Committee, for any Plan Year the Employer may elect to make
Matching Contributions in addition to those described in Sections 3.05.A. or B.
Matching Contributions made pursuant to this Section 3.05.C. are referred to
as “Additional Matching Contributions.” In addition to any other
limitations on Matching Contributions under the Plan, Employers making Safe
Harbor Matching Contributions under Section 3.05.B. shall not make Additional
Matching Contributions under this Section 3.05.C. in an amount which would
cause the Plan to fail to satisfy the requirements of Code Section 401(m)(12).
Pursuant to applicable Treasury Regulations, the limitation on a Matching
Contribution made at such Employer’s discretion on behalf of a Participant is
an amount which, in the aggregate, does not exceed 4% of the Participant’s
Compensation. This limitation shall be observed only to the extent required by
law to meet the requirements for the safe harbor under Code Section 401(m)(12).
	 
	 	D.	 	Except where the context indicates otherwise, Non-Safe Harbor
Matching Contributions, Safe Harbor Matching Contributions, and Additional
Matching Contributions shall be referred to in the Plan collectively as
“Matching Contributions.”
	 
	 	E.	 	Qualified Matching Contributions. To the extent the
Actual Deferral Percentage test and Actual Contribution Percentage test apply
to the Employer, if the Employer so elects (at the direction of the Committee
prior to January 1, 2008), the Employer may also make Matching Contributions to
the Plan that are “Qualified Matching Contributions.” Qualified
Matching Contributions shall mean Matching Contributions that are at all times
Nonforfeitable and subject to the distribution requirements of Section 401(k)
of the Code when made to the Plan. Additional contributions subject to these
rules may be made by the Employer, or




28









 






	 	 	 	some of all of the existing Matching Contributions can be designated as
fully vested and subject to the distribution restrictions in order to
satisfy these rules. Furthermore, the election to make any Qualified
Matching Contributions may also vary among the Employers or divisions of the
Employer.
	 
	 	 	 	The Employer may make a Qualified Matching Contribution that is taken into
account for purposes of the Actual Deferral Percentage test only to the
extent the Qualified Matching Contribution is a Matching Contribution that
is not precluded from being taken into account under the Actual Contribution
Percentage test for the Plan Year under the rules of Treasury Regulations
Section 1.401(m)-2(a)(5)(ii). Further, Qualified Matching Contributions
cannot be taken into account for purposes of the Actual Deferral Percentage
test to the extent such contributions are taken into account for purposes of
satisfying any other actual deferral percentage test, any actual
contribution percentage test, or the requirements of Treasury Regulations
Sections 1.401(k)-3, 1.401(m)-3 or 1.401(k)-4.
	 
	 	F.	 	Additional Provisions Regarding Matching Contributions.






	 	1.	 	An Employer may make a Matching Contribution on
behalf of another Employer in any case where the latter is prevented
from making such contribution because its Net Profit is insufficient to
allow it to make such contribution. In addition, the Employers shall
contribute for each Plan Year an amount sufficient to discharge all
indebtedness due during such Plan Year with respect to all ESOP Loans.
The Employer shall designate the ESOP Loan to which a contribution is
to be applied, and the Trustee shall apply such contribution to the
ESOP Loan so designated.
	 
	 	2.	 	Except for forfeitures, released ESOP shares
and occasional bona fide administrative considerations, an Employer
contribution is not a Matching Contribution made on account of a
Elective Deferral Contribution if it is contributed before the Elective
Deferral Contribution election is made or before the performance of
Services with respect to which the Elective Deferral Contribution is
made (or when the cash that is subject to the Elective Deferral
Contribution election would be currently available, if earlier).
	 
	 	3.	 	The Employer shall not make a Matching
Contribution to the Trust for any Participant to the extent that the
contribution would exceed the Participant’s “Maximum Permissible
Amount” as described in Appendix F.





     Section 3.06 MATCHING CONTRIBUTION ALLOCATION AND ACCRUAL OF BENEFIT. Only
Participants who have made Elective Deferral Contributions (and Catch-Up Contributions, if
applicable) during the applicable payroll period shall be eligible to share in the allocation of
Matching Contributions as set forth in Section 3.05. Such Matching Contributions (and forfeitures
then to be applied to reduce such contributions) shall be paid to the Plan as



29









 




soon as practicable after the end of each payroll period but no later than the end of the
month succeeding such payroll period. In all cases, the allocation of Matching Contributions shall
be based on the amount or rate established for such contributions relative to the Elective Deferral
Contributions (and Catch-Up Contributions, if applicable) being matched. No Matching Contributions
shall be made, however, with respect to “Excess Compensation Deferrals.”




     Matching Contributions shall become Nonforfeitable in accordance with Section 4.01 of the
Plan. In any event, Matching Contributions shall be fully vested and Nonforfeitable upon
attainment of Normal Retirement Age, death or Disability while still actively employed, upon the
complete or partial termination of the Plan, or upon the complete discontinuance of Employer
contributions. Forfeitures of Matching Contributions, other than Excess Aggregate Contributions,
shall be made in accordance with Section 4.03 of the Plan.



     A Participant who dies on or after January 1, 2007, while performing Qualified Military
Service (as defined in Code Section 414(u)) shall be treated as if he resumed employment with the
Employer immediately prior to his death and then experienced a Severance from Employment on account
of his death. A Participant who becomes Disabled on or after January 1, 2010, while performing
Qualified Military Service (as defined in Code Section 414(u)) and does not return to active
employment with the Employer as a result of the Disability shall be treated as if he resumed
employment with the Employer immediately prior to becoming Disabled and then experienced a
Severance from Employment due to his Disability.



     Section 3.07 PROFIT SHARING CONTRIBUTIONS. For each Plan Year, each Employer may
contribute to the Trust such portion, if any, of the Employer’s Net Profit for its taxable year
ending with or within such Plan Year as the board of directors (or other governing body) of the
Employer may determine. Any contributions made pursuant to this Section 3.07 are referred to as
"Profit Sharing Contributions.” The Employer shall not make a Profit Sharing Contribution
to the Trust for any taxable year to the extent the contribution would exceed the maximum deduction
limitations under Code Section 404 or fail to satisfy the requirements of Code Sections 401(a)(4)
or 410(b). All Profit Sharing Contributions are conditioned on their deductibility under the Code.



     Section 3.08 PROFIT SHARING CONTRIBUTION ALLOCATION AND ACCRUAL OF BENEFIT.




	 	A.	 	Method of Allocation. An Employer’s Profit Sharing Contributions, if
any, for a Plan Year (plus amounts forfeited from Participants’ Profit Sharing
Contribution Accounts under Section 3.13) shall be allocated to each eligible
Participant who is employed by that Employer in accordance with Appendix D; provided,
however, that the allocation to each eligible Participant shall be in the proportion
that each such eligible Participant’s Compensation bears to the total Compensation of
all eligible Participants who are employed by that Employer.
	 
	 	B.	 	Accrual of Benefit. The Plan Administrator shall determine the accrual
of a Participant’s benefit on the basis of the Plan Year. In allocating any Profit
Sharing Contributions to a Participant’s Account, the Plan Administrator, subject to
Section 11.01, shall take into account only Compensation paid to the Employee during
the portion of the Plan Year during which the Employee was a Participant.
Notwithstanding any other provision to the contrary, a Profit Sharing Contribution
shall not be allocated to a Participant’s Account to the extent the contribution would
exceed the Participant’s “Maximum Permissible Amount” under Appendix F, Section F.07.
of the Plan. If Participants must satisfy allocation requirements in order to receive
an allocation of any Profit Sharing Contributions, such allocation requirements shall
not apply to Participants who




30









 






	 	 	 	experience a Severance from Employment during the applicable Plan Year after their
Normal Retirement Date or due to death or Disability. If, in any given Plan Year,
the Plan fails to satisfy the requirements of Code Section 410(b)(1), any Hours of
Service requirement to receive an allocation of Profit Sharing Contributions shall
be disregarded for that Plan Year with respect to the Participant(s) with the next
highest number of Hours of Service and continuing with each Participant, one by one,
until the Plan satisfies the requirements of Code Section 410(b)(1). If, after
eliminating any Hours of Service allocation requirement for all Participants, the
Plan still fails to satisfy the requirements of Code Section 410(b)(1), a last day
of the Plan Year allocation requirement, if any, shall be eliminated with respect to
the Participant(s) who incurred a Severance from Employment with the Employer latest
in the Plan Year, and continuing with each Participant, one by one, until the Plan
satisfies the requirements of Code Section 410(b)(1).
	 
	 	 	 	A Participant who dies on or after January 1, 2010, while performing Qualified
Military Service (as defined in Code Section 414(u)) shall be treated as if he
resumed employment with the Employer immediately prior to his death and then
experienced a Severance from Employment on account of his death. A Participant who
dies or becomes Disabled on or after January 1, 2010, while performing Qualified
Military Service (as defined in Code Section 414(u)) and does not return to active
employment with the Employer as a result of the Disability shall be treated as if he
resumed employment with the Employer immediately prior to becoming Disabled and then
experienced a Severance from Employment due to his Disability.





     Section 3.09 AFTER-TAX CONTRIBUTIONS. Participants shall not be permitted to make
After-tax Contributions to the Plan after January 1, 1987.



     Section 3.10 QUALIFIED NON-ELECTIVE CONTRIBUTIONS.




	 	A.	 	Plan Years beginning prior to January 1, 2006. If the limitation on
Elective Deferral Contributions in Section F.01 of Appendix F or the limitation on
Matching Contributions in Section F.04 of Appendix F is exceeded, at the direction of
the Committee, the Employer shall make “Qualified Non-elective Contributions”
under the Plan on behalf of all Participants who are Non-highly Compensated Employees
in order to satisfy the Actual Deferral Percentage test, the Actual Contribution
Percentage test, or both. Qualified Non-elective Contributions shall be treated as
Elective Deferral Contributions or Matching Contributions as determined by the
Committee for all purposes of Plan. Such contributions are to be allocated in the
proportion that each eligible Non-Highly Compensated Employee’s Compensation bears to
the total Compensation of all such Eligible Employees.
	 
	 	B.	 	Plan Years beginning on and after January 1, 2006.






	 	1.	 	Purpose. If the limitation on Elective Deferral
Contributions in Section F.01 of Appendix F or the limitation on Matching
Contributions in Section F.04 of Appendix F is exceeded, the Employer may
(prior to January 1, 2008, the Employer shall, at the direction of the
Committee) make “Qualified Non-elective Contributions” to a
Participant’s Qualified Non-elective Contribution Account under the Plan on
behalf of (i) all Participants who are Non-highly Compensated Employees, or
(ii) the number of Non-highly Compensated Employees, beginning with the least




31









 






	 	 	 	highly Compensated Employee, necessary to satisfy the Actual Deferral
Percentage test, the Actual Contribution Percentage test, or both, or the
coverage requirements of Code Section 410(b). For purposes of this Article
III, Qualified Non-elective Contributions shall mean contributions (other
than Matching Contributions, Profit Sharing Contributions or Qualified
Matching Contributions) made by the Employer and allocated to Participants’
Accounts that the Participants may not elect to receive in cash until
distributed from the Plan; that are Nonforfeitable when made; and that are
distributable only in accordance with the distribution provisions that are
applicable to Elective Deferral Contributions and Qualified Matching
Contributions.
	 
	 	2.	 	Limitations.






	 	(a)	 	A Qualified Non-elective Contribution made on
behalf of a Non-highly Compensated Employee cannot be taken into
account for purposes of the Actual Deferral Percentage test or the
Actual Contribution Percentage test for a Plan Year to the extent the
Qualified Non-elective Contribution exceeds the product of the
Non-highly Compensated Employee’s Compensation and the greater of (i)
5% (up to 10% if the Qualified Non-elective Contribution is made in
connection with a Participating Employer’s obligation to pay a
prevailing wage under the Davis-Bacon Act (46 Stat. 1494), Public Law
71-798, Service Contract Act of 1965 (79 Stat. 1965), Public Law
89-286, or similar legislation); or (ii) 2 times the Plan’s
“Representative Contribution Rate.”
	 
	 	(b)	 	Qualified Non-elective Contributions cannot be
taken into account for purposes of the Actual Deferral Percentage test
to the extent such contributions are taken into account for purposes of
satisfying any other actual deferral percentage test, any actual
contribution percentage test, or the requirements of Treasury
Regulations Sections 1.401(k)-3, 1.401(m)-3 or 1.401(k)-4. Similarly,
if this Plan switches from the current Plan Year testing method to the
prior Plan Year testing method pursuant to Treasury Regulations Section
1.401(k)-2(c), Qualified Non-elective Contributions that are taken into
account under the current Plan Year testing method for a Plan Year may
not be taken into account under the prior Plan Year testing method for
the next Plan Year.
	 
	 	(c)	 	Qualified Non-elective Contributions cannot be
taken into account for purposes of the Actual Contribution Percentage
test to the extent such contributions are taken into account for
purposes of satisfying any other actual contribution percentage test,
any actual deferral percentage test, or the requirements of Treasury
Regulations Sections 1.401(k)-3, 1.401(m)-3 or 1.401(k)-4. Similarly,
if this Plan switches from the current Plan Year testing method to the
prior Plan Year testing method pursuant to Treasury Regulations Section
1.401(m)-2(c)(1), Qualified Non-elective Contributions that are taken
into account under the current Plan Year testing method for a Plan Year
may not be taken into account under the prior Plan Year testing method
for the next Plan
Year.




32









 












	 	3.	 	Allocation. Qualified Non-elective Contributions shall
be allocated to Participants’ Accounts either (i) in the same proportion that
each Participant’s Compensation for the Plan Year for which the Employer makes
the contribution bears to the total Compensation of all Non-highly Compensated
Participants, or (ii) in a flat dollar amount, as determined by the Employer.
Qualified Non-elective Contributions may be made only with respect to eligible
Participants within one or more Employers or divisions or with respect to all
eligible Participants, as determined by the Administrator.
	 
	 	4.	 	Definitions.






	 	(a)	 	The “Representative Contribution Rate”
is the greater of (i) the lowest Applicable Contribution Rate of any
eligible Non-highly Compensated Employee among a group of eligible
Non-highly Compensated Employees that consists of half of all eligible
Non-highly Compensated Employees for the Plan Year, or (ii) the lowest
Applicable Contribution Rate of any eligible Non-highly Compensated
Employee in the group of all eligible Non-highly Compensated Employees
for the Plan Year and who is employed by a Participating Employer on
the last day of the Plan Year.






	 	(1)	 	Any Qualified Non-elective
Contribution taken into account under the Actual Deferral
Percentage test pursuant to Treasury Regulations Section
1.401(k)-2(a)(6) (including the determination of the
Representative Contribution Rate for purposes of Treasury
Regulations Section 1.401(k)-2(a)(6)(iv)(B)) is not permitted to
be taken into account for purposes of the Actual Contribution
Percentage test (including the determination of the
Representative Contribution Rate).
	 
	 	(2)	 	Any Qualified Non-elective
Contribution taken into account under the Actual Contribution
Percentage test pursuant to Treasury Regulations Section
1.401(m)-2(a)(6) (including the determination of the
Representative Contribution Rate for purposes of Treasury
Regulations Section 1.401(m)-2(a)(6)(v)(B)) is not permitted to
be taken into account for purposes of the Actual Deferral
Percentage test (including the determination of the
Representative Contribution Rate).






	 	(b)	 	The “Applicable Contribution Rate” for
an eligible Non-highly Compensated Employee is:






	 	(1)	 	Actual Deferral Percentage
Test. The sum of the Qualified Matching Contributions taken
into account for purposes of the Actual Deferral Percentage test
for the eligible Non-highly Compensated Employee for the Plan
Year and the Qualified Non-elective Contributions made for the
eligible Non-highly Compensated Employee for the Plan Year
divided by the Non-highly Compensated Employee’s Compensation
for the Plan Year.




33









 






	 	(2)	 	Actual Contribution
Percentage Test. The sum of the Matching Contributions
taken into account for purposes of the Actual Contribution
Percentage test for the Non-Highly Compensated Employee for the
Plan Year and the Qualified Non-elective Contributions made for
the eligible Non-highly Compensated Employee for the Plan Year
divided by the Non-highly Compensated Employee’s Compensation
for the Plan Year.





     Section 3.11 TIME OF PAYMENT OF CONTRIBUTION. The Employer may make its contribution
for each Plan Year in one or more installments of cash or ESOP Stock without interest. The
Employer must make its contribution that Participants have affirmatively elected to defer or,
effective January 1, 2009, that are automatically deferred on behalf of Participants, under Section
3.02 in cash as soon as such amounts may reasonably be segregated from the Employer’s general
assets, but in no event later than 15 business days after the end of the calendar month in which
such amounts were withheld from the Participant’s Compensation, or such later time as may be
permitted by regulations under ERISA and Section 401(k) of the Code. The Employer must make the
balance, if any, of its contribution to the Trustee within the time prescribed (including
extensions) for filing its tax return for the taxable year for which it claims a deduction for its
contribution, in accordance with Code Section 404(a)(6).



     Section 3.12 FORM OF PAYMENT OF EMPLOYER CONTRIBUTIONS.




	 	A.	 	In General. Matching Contributions, Qualified Matching
Contributions, Qualified Non-elective Contributions, and Profit Sharing
Contributions made under the Plan shall be made in ESOP Stock, cash, or both;
provided that contributions intended to satisfy an ESOP Loan shall not be made
in ESOP Stock. Matching Contributions, Qualified Matching Contributions,
Qualified Non-elective Contributions, and/or Profit Sharing Contributions not
intended to satisfy an ESOP Loan shall promptly be invested in ESOP Stock. The
value of each share contributed shall be the Stock’s closing price per share on
the New York Stock Exchange for the last trading day immediately preceding the
date the ESOP Stock is contributed to the Plan.
	 
	 	B.	 	Disposition of Contributions. ESOP Stock purchased
under Section 5.08 shall be held in Trust, and when allocated in accordance
with Section 3.16 shall remain so allocated to Participants’ Accounts until
distributed in accordance with Article V or otherwise disposed of in accordance
with the Plan and Trust.





     Section 3.13 ALLOCATION OF FORFEITURES. Subject to any restoration allocation
required under Section 4.04 of the Plan, the Plan Administrator shall allocate and use the amount
of a Participant’s benefit forfeited under the Plan to pay Plan expenses and reduce Matching
Contributions and/or Profit Sharing Contributions. Such forfeitures, if any, shall be used to
reduce the contributions of the Employer for whom the Participant was working when the
Participant’s Severance from Employment which produced the forfeiture occurred. The Plan
Administrator shall continue to hold the undistributed, nonvested portion of the benefit of a
Participant who has incurred a Severance from Employment in his Account solely for his benefit
until a forfeiture occurs at the time specified in Section 4.03 of the Plan.



     Section 3.14 ROLLOVER AND TRANSFER CONTRIBUTIONS. The Trustee is authorized to accept
and hold as part of the Trust Fund assets transferred on behalf of a Participant (“Transfer
Contributions”), provided that such transfer satisfied any procedures or



34









 




other requirements established by the Plan Administrator. The Trustee shall also accept and
hold as part of the Trust Fund assets transferred in connection with a merger or consolidation of
another plan with or into the Plan pursuant to Section 13.06 hereof and as may be approved by the
Plan Administrator. In addition, the Trustee shall also accept “rollover” amounts contributed
directly by or on behalf of a Participant in accordance with procedures and rules established by
the Plan Administrator in respect of a distribution made to or on behalf of such Participant from
another plan pursuant to Section 13.06 hereof. The Plan shall accept such assets from all
permissible sources including a qualified plan, an employee annuity, an annuity contract, an
individual retirement account, an individual retirement annuity or an eligible governmental
deferred compensation plan, including any after-tax contributions from such source. Subject to the
approval of the Plan Administrator, rollover amounts may also include any outstanding participant
loans from another plan qualified under either Code Section 401(a) or 403(a) rolled over to the
Plan in kind, provided such other qualified plan permits rollover of loans in kind. All amounts so
transferred to the Trust Fund shall be held in a segregated subaccount and shall be referred to as
“Rollover Contributions.”




     Rollover Contributions must conform to rules and procedures established by the Plan
Administrator including rules designed to assure the Plan Administrator that the funds so
transferred qualify as a Rollover Contribution under the Code. An Eligible Employee, prior to
satisfying the Plan’s eligibility conditions, may make Rollover Contributions and Transfer
Contributions to the Trust to the same extent and in the same manner as a Participant. If an
Eligible Employee makes a Rollover Contribution or Transfer Contribution to the Trust prior to
satisfying the Plan’s eligibility conditions, the Plan Administrator and Trustee must treat the
Eligible Employee as a Participant for all purposes of the Plan, except that the Eligible Employee
is not a Participant for purposes of making Elective Deferral Contributions, Catch-up
Contributions, or Roth Elective Deferral Contributions or receiving Matching Contributions, Profit
Sharing Contributions, Qualified Matching Contributions, Qualified Non-elective Contributions, or
Participant forfeitures under the Plan until he actually becomes a Participant in the Plan. If the
Eligible Employee has a Severance from Employment prior to becoming a Participant, the
Participant’s Rollover Contribution Account and Transfer Contribution Account shall be distributed
to him as if it were an Employer contribution Account.



     In the case of any rollover or transfer of assets to this Plan from a Keogh plan, the Plan
Administrator shall maintain records which enable the Plan Administrator to identify which portion
of the Rollover Account is comprised of Keogh plan amounts (and earnings thereon).



     Section 3.15 RETURN OF CONTRIBUTIONS. All contributions to the Plan are conditioned
upon their deductibility under the Code. The Trustee, upon written request from the Employer,
shall return to the Employer the amount of the Employer’s contribution made by the Employer by
mistake of fact or the amount of the Employer’s contribution disallowed as a deduction under Code
Section 404. The Trustee shall not return any portion of the Employer’s contribution under this
provision more than one year after:




	 	A.	 	The Employer made the contribution by mistake of fact; or
	 
	 	B.	 	The disallowance of the contribution as a deduction, and then,
only to the extent of the disallowance.





     The Trustee shall not increase the amount of the Employer contribution returnable under this
Section 3.15 for any earnings attributable to the contribution, but the Trustee shall decrease the
Employer contribution returnable for any losses attributable to it. The Trustee may require the
Employer to furnish it whatever evidence the Trustee deems necessary to enable the



35









 




Trustee to confirm the amount the Employer has requested be returned is properly returnable
under ERISA.




     Section 3.16 RELEASE OF ESOP STOCK FOR ALLOCATION. As of each Valuation Date that
ends a calendar quarter during which Matching Contributions or earnings on Matching Contributions
are applied to satisfy a portion of the ESOP Loan, a certain number of shares or ESOP Stock held in
the Unallocated Stock Account, calculated in accordance with Section 3.16.A.1. or Section 3.16.B.,
shall be released for allocation among Participants’ Accounts in accordance with Section 3.17.




	 	A.	 	If:






	 	1.	 	The ESOP Loan provides for payments of
principal and interest at a cumulative rate that is not less rapid at
any time than level annual payments of such amounts for 10 years; and
	 
	 	2.	 	Interest included in any payment is disregarded
(in determining the portion of such payment constituting principal)
only to the extent that it would be determined to be interest under
standard loan amortization tables, then the number of shares released
from the Unallocated Stock Account shall bear the same ratio to the
number of shares attributable to the ESOP Loan that are then in the
Unallocated Stock Account (prior to the release) as (1) the principal
payments made on the ESOP Loan in the calendar quarter ending with such
Valuation Date bear to (2) the quarter’s principal payments described
in (1), plus the total remaining principal payments required (or
projected to be required on the basis of the interest rate in effect at
the end of such calendar quarter) to satisfy the ESOP Loan. If the
ESOP Loan does not meet the requirements of the preceding sentence, or
if, at any time, by reason of a renewal, extension or refinancing, the
sum of the expired duration of the ESOP Loan, the renewal period, the
extension period, and the duration of the new ESOP Loan exceeds 10
years, then the number of shares released shall be determined in
accordance with Section 3.16.B.






	 	B.	 	Unless Section 3.16.A.1. applies, the number of shares released
from the Unallocated Stock Account shall bear the same ratio to the
number of shares attributable to the ESOP Loan that are then in the Unallocated Stock
Account (prior to the release) as (1) the principal and interest payments made
on the ESOP Loan in the calendar quarter ending with such Valuation Date bear
to (2) the quarter’s payments described in (1), plus the total remaining
principal and interest payments required (or projected to be required on the
basis of the interest rate in effect at the end of such calendar) to satisfy
the ESOP Loan.
	 
	 	C.	 	For purposes of this section, each ESOP Loan, the ESOP Stock
purchased in connection with it, and any stock dividends on such ESOP Stock,
shall be considered separately.





     Section 3.17 MATCHING CONTRIBUTIONS — ESOP STOCK ALLOCATIONS. As of a date determined
by each Employer, the sum of:




	 	A.	 	The ESOP Stock released from the Unallocated Stock Account for
the




36









 






	 	 	 	calendar quarter ending on that Valuation Date, as determined in accordance
with Section 3.16; plus
	 
	 	B.	 	Any Matching Contributions, and any earnings, gains or losses
thereon, for the then current Plan Year not designated to be applied against
the ESOP Loan and not previously allocated, shall be allocated among the
Accounts of eligible Participants in an amount not to exceed the percentage of
Elective Deferral Contributions made under Section 3.02.





     Section 3.18 ALLOCATION OF EXCESS MATCHING CONTRIBUTIONS. If the fair market value of
shares of ESOP Stock released from the Unallocated Stock Account under Section 3.16 exceeds the
applicable Matching Contribution for the Plan Year, the excess shall, at the discretion of the Plan
Administrator, be allocated:




	 	A.	 	As a bonus Matching Contribution allocated as provided in
Section 3.17 ratably to the Accounts of all Employees eligible to receive
Matching Contributions, subject to the limitations on Additional Matching
Contributions set forth in Section 3.05.C.; or
	 
	 	B.	 	As a Profit Sharing Contribution allocated as provided in
Section 3.07 to the Accounts of the class of Employees selected in the same
manner as indicated in Section 3.05 for Qualified Matching Contributions.





     Section 3.19 UNALLOCATED ESOP STOCK ACCOUNT. The Plan Administrator shall maintain,
or cause to be maintained, an Unallocated Stock Account. The Plan’s holdings of ESOP Stock that
have been purchased on credit, whether or not the ESOP Stock is pledged as collateral, shall be
segregated in the Unallocated Stock Account until payments on the corresponding ESOP Loan permit
the release and allocation of the ESOP Stock to Participant Accounts in accordance with Sections
3.16, 3.17, and 3.18. Any dividends with respect to such segregated ESOP Stock that are paid by
the Company in the form of additional shares of ESOP Stock shall also be segregated in the
Unallocated Stock Account and thereafter treated in the same manner as the underlying segregated
ESOP Stock.



     Section 3.20 FURTHER REDUCTIONS OF CONTRIBUTIONS. In addition to the reductions and
recharacterizations provided for under Appendix F, in any Plan Year in which the Committee deems it
necessary to do so to meet the requirements of the Code and the Treasury Regulations thereunder,
the Committee may further reduce the amount of Elective Deferral Contributions that may be made to
a Participant’s Account, or refund such amounts previously contributed.



37









 





ARTICLE IV

TERMINATION OF SERVICE; PARTICIPANT VESTING




     Section 4.01 VESTING.




	 	A.	 	Vesting — In General. A Participant’s interest in his
Elective Deferral Contribution Account, Catch-Up Contribution Account, Roth
Elective Deferral Contribution Account, After-Tax Contribution Account,
Rollover Contribution Account, Transfer Contribution Account, Qualified
Matching Contribution Account, and Qualified Non-elective Contribution Account,
if any, and dividends paid on the Stock held in the portion of his Account that
is invested in the ESOP Stock Fund, if any, shall at all times be fully vested
and Nonforfeitable.
	 
	 	 	 	Unless otherwise provided below, a Participant’s interest in his Non-Safe
Harbor Matching Contribution Account, Additional Matching Contribution
Account, and Profit Sharing Contribution Account, shall vest as provided in
Appendix D. A Participant’s interest in his Safe Harbor Matching
Contribution Account shall be fully vested and Nonforfeitable after two (2)
Years of Service. A Participant’s interest in his Non-Safe Harbor Matching
Contribution Account, Safe Harbor Matching Contribution Account, Additional
Matching Contribution Account, and Profit Sharing Contribution Account shall
be fully vested if, while employed by the Employer, he reaches his Normal
Retirement Date, dies or sustains a Disability.
	 
	 	 	 	A Participant who dies on or after January 1, 2007, while performing
Qualified Military Service (as defined in Code Section 414(u)) shall be
treated as if he resumed employment with the Employer immediately prior to
his death and then experienced a Severance from Employment on account of his
death. A Participant who becomes Disabled on or after January 1, 2010,
while performing Qualified Military Service (as defined in Code Section
414(u)) and does not return to active employment with the Employer as a
result of the Disability shall be treated as if he resumed employment with
the Employer immediately prior to becoming Disabled and then experienced a
Severance from Employment due to his Disability.
	 
	 	 	 	The Committee or its delegate shall have the authority to accelerate the
vesting of a Participant, except for a Participant who is a Section 16
Officer, as defined in Rule 16a-1 issued under the Securities Exchange Act
of 1934, so long as such acceleration satisfies the requirements of Code
Section 401(a)(4) and the Treasury Regulations thereunder. Further, to the
extent a divestiture agreement that has been approved by the Board or its
delegate provides for the acceleration of vesting for certain Participants,
the Plan shall be treated as being amended pursuant to the terms of such
divestiture agreement with respect to such Participants.
	 
	 	B.	 	Vesting — Special Rule with Respect to Techsonic
Industries, Inc. Notwithstanding Section 4.01.A. above, any Participant
who was actively employed by Techsonic Industries on May 5, 2004, shall have a
100% vested interest in his Matching Contributions; provided that such
Participant shall have no vested interest in Matching Contributions that




38









 






	 	 	 	are attributable to Elective Deferral Contributions that are Excess Elective
Deferrals or Excess Compensation Deferrals.
	 
	 	C.	 	Vesting — Special Rule with Respect to the Sermatech
Coatings Business. Notwithstanding Section 4.01.A. above, any Participant
whose employment was transferred from the Employer to the buyer as a result of
the sale of the “Business” on February 28, 2005, shall have a 100% vested
interest in his Matching Contributions; provided that such Participant shall
have no vested interest in Matching Contributions that are attributable to
Elective Deferral Contributions that are Excess Elective Deferrals or Excess
Compensation Deferrals. The “Business” for purposes of this Section 4.01.C.
shall mean the provision and sale of engineered coating services for the
aerospace, power generation, offshore oil and gas, process and general
industrial markets, each as conducted by the Sermatech Coatings division of the
Company and its Related Employers as of February 28, 2005.
	 
	 	D.	 	Vesting — Special Rule with Respect to Automotive Pedals
Business.Notwithstanding Section 4.01.A. above, any Participant
who was actively employed by the “Business” on August 12, 2005, shall have a
100% vested interest in his Matching Contributions; provided that such
Participant shall have no vested interest in Matching Contributions that are
attributable to Elective Deferral Contributions that are Excess Elective
Deferrals or Excess Compensation Deferrals. The “Business” for purposes of
this Section 4.01.D. shall mean the development, manufacture and sale of
accelerator, brake and clutch pedals (including, fixed and adjustable pedals
and electronic throttle control systems) to the light-duty over-the-highway
automotive market, as conducted by the Automotive Group Pedal Products Business
as of August 12, 2005.
	 
	 	E.	 	Vesting — Special Rule with Respect to Teleflex Aerospace
Manufacturing Group. Notwithstanding Section 4.01.A. above, any
Participant who was actively employed by the “Business” on June 29, 2007, shall
have a 100% vested interest in his Matching Contributions; provided that such
Participant shall have no vested interest in Matching Contributions that are
attributable to Elective Deferral Contributions that are Excess Elective
Deferrals or Excess Compensation Deferrals. The “Business” for purposes of
this Section 4.01.E. shall mean the design and, manufacture and sale of fan
blades, blisks, compressor airfoils, outer guide vanes and turbine airfoils for
aircraft turbine engines by the “Acquired Companies” (as defined in the
Purchase Agreement) and the UK Seller (as defined in the Purchase Agreement) to
original equipment manufacturers of aircraft engines.
	 
	 	F.	 	Vesting — Special Rule with Respect to Arrow
International, Inc. Each person who was an active employee of Arrow or any
of its Subsidiaries (as set forth in Section 3.01(b) of the Disclosure Letter
to the Agreement and the Plan of Merger among Teleflex Incorporated, AM Sub
Inc. and Arrow International, Inc.) immediately prior to October 1, 2007 shall
receive full credit for purposes of vesting under the Plan for his most recent
continuous period of service with Arrow or any of its subsidiaries, to the same
extent recognized by Arrow or any of its Subsidiaries immediately prior to
October 1, 2007, except to the extent such credit




39









 






	 	 	 	would result in duplication of benefits for the same period of service.
	 
	 	G.	 	Vesting — Special Rule with Respect to Automotive and
Industrial. Notwithstanding Section 4.01.A. above, any Participant who was
actively employed by the “Business” on December 31, 2007, shall have a 100%
vested interest in his Matching Contributions; provided that such Participant
shall have no vested interest in Matching Contributions that are attributable
to Elective Deferral Contributions that are Excess Elective Deferrals or Excess
Compensation Deferrals. The “Business” for purposes of this Section 4.01.G.
shall mean the development, manufacture and sale of (i) shift towers, shifters,
shift knobs, lumbar products, head restraints and other seat modules, seat
actuators and other electro-mechanical devices and cables to original equipment
manufacturers and Tier 1 suppliers in automotive markets, (ii) steering
systems, shifters, heavy duty cables, light duty cables, fixed and adjustable
foot pedals, displays and electronics to manufacturers in vehicular (but not
marine vessel) and related industrial markets, and (iii) nylon and nylon
assemblies, convoluted hose, smooth bore PTFE hose, fittings and connectors and
fluid delivery systems to the customers, and in the markets, described in (i)
and (ii) above.





     Section 4.02 INCLUDED YEARS OF SERVICE — VESTING. For purposes of determining Years
of Service under Section 4.01, the Plan shall take into account all Years of Service an Employee
completes except any Year of Service after the Participant first incurs a “Forfeiture
Break-in-Service.” The Participant incurs a Forfeiture Break-in-Service when he incurs five
consecutive Breaks in Service. This exception excluding Years of Service after a Forfeiture
Break-in-Service shall apply for the sole purpose of determining the Nonforfeitable percentage of a
Participant’s Non-Safe Harbor Matching Contribution Account, Safe Harbor Matching Contribution
Account, Additional Matching Contribution Account, and Profit Sharing Contribution Account that
accrued for his benefit prior to the Forfeiture Break-in-Service.



     Elective Deferral Contributions shall be taken into account for purposes of Code Section
411(a) except that Elective Deferral Contributions are disregarded for purposes of applying Code
Section 411(a)(2) to other contributions or benefits.



     Section 4.03 FORFEITURE OCCURS. A Participant’s forfeiture, if any, of the nonvested
portion his Non-Safe Harbor Matching Contribution Account, Safe Harbor Matching Contribution
Account, Additional Matching Contribution Account, and/or Profit Sharing Contribution Account shall
occur under the Plan:




	 	A.	 	As of the Accounting Date of the Plan Year in which the
Participant first incurs a Break-in-Service, if the Participant’s Accounts are
distributed at the time provided in Section 5.02 because he has not elected to
defer receipt of his benefits or his benefits have been distributed pursuant to
Section 5.02;
	 
	 	B.	 	As of the Accounting Date of the Plan Year in which the
Participant first incurs a Forfeiture Break-in-Service, if the Participant
elects to defer receipt of the Nonforfeiteable portion of his Non-Safe Harbor
Matching Contribution Account, Safe Harbor Matching Contribution Account,
Additional Matching Contribution Account, and Profit Sharing Contribution
Account pursuant to Section 5.02.D.; and




40









 






	 	C.	 	As of the Accounting Date of the Plan Year in which the
Participant first incurs a Break-in-Service, if the Participant does not have
any vested interest in his Non-Safe Harbor Matching Contribution Account, Safe
Harbor Matching Contribution Account, Additional Matching Contribution Account,
and/or Profit Sharing Contribution Account, if any, when he has a Severance
from Employment.





     The Plan Administrator shall determine the percentage of a Participant’s Non-Safe Harbor
Matching Contribution Account, Safe Harbor Matching Contribution Account, Additional Matching
Contribution Account, and/or Profit Sharing Contribution Account forfeiture, if any, under this
Section 4.03 solely by reference to the vesting schedule of Section 4.01 or as provided in Appendix
D, if applicable. A Participant shall not forfeit any portion of his Non-Safe Harbor Matching
Contribution Account, Safe Harbor Matching Contribution Account, Additional Matching Contribution
Account, and/or Profit Sharing Contribution Account for any other reason or cause except as
expressly provided by this Section 4.03.



     Section 4.04 RESTORATION OF FORFEITED PORTION OF ACCOUNT. If the nonvested portion of
a Participant’s Account is forfeited under Section 4.03.A. and the Participant is re-employed as an
Employee before he incurs a Forfeiture Break-in-Service, the Plan Administrator shall restore the
portion of his Account attributable to Non-Safe Harbor Matching Contributions, Safe Harbor Matching
Contributions, Additional Matching Contributions, and/or Profit Sharing Contributions that was
forfeited to the same dollar amount as the dollar amount of such portion of his Account on the
Accounting Date on which the forfeiture occurred, unadjusted for any gains or losses occurring
subsequent to that Accounting Date. The Plan Administrator shall restore the Participant’s Account
as of the Plan Year Accounting Date coincident with or immediately following the Employee’s
re-employment. To restore the Participant’s Account, the Plan Administrator, to the extent
necessary, shall allocate to the Participant’s Account:




	 	A.	 	First, the amount, if any, of Participant forfeitures the Plan
Administrator would otherwise allocate under Section 3.13; and
	 
	 	B.	 	Second, the Profit Sharing Contribution and/or Matching
Contribution, if any, for the Plan Year to the extent made under a
discretionary formula.





     To the extent the amount(s) available for restoration for a particular Plan Year are
insufficient to enable the Plan Administrator to make the required restoration, the Employer shall
contribute, without regard to any requirement or condition of Sections 3.06 and 3.08, such
additional amount as is necessary to enable the Plan Administrator to make the required
restoration. If, for a particular Plan Year, the Plan Administrator must restore the Account of
more than one re-employed Participant, then the Plan Administrator shall make the restoration
allocation(s) to each such Participant’s Account in the same proportion that a Participant’s
restored amount for the Plan Year bears to the restored amount for the Plan Year of all re-employed
Participants. The Plan Administrator shall not take into account the allocation(s) under this
Section 4.04 in applying the limitation on allocations described in Appendix F.



     Notwithstanding the foregoing, the provisions of this Section 4.04 shall not apply to
reinstate any amounts which were forfeited prior to January 1, 2004 without the possibility of
reinstatement upon reemployment.



     Section 4.05 TRANSFERS BETWEEN PARTICIPATING EMPLOYERS. For purposes of vesting, in
the case of an Employee who transfers between Employers with different vesting



41









 




schedules, the Employee’s Nonforfeitable percentage shall be determined in accordance with the
vesting schedule applicable to the Employer at which the Employee first commenced employment.
Notwithstanding the foregoing, if the vesting schedule at the Employer to which the Employee is
transferred is more advantageous in all respects than the Employee’s vesting schedule at his
original Employer, such Employee’s Nonforfeitable percentage shall be determined in accordance with
the vesting schedule of the subsequent Employer. If the vesting schedule may be more advantageous
depending on an Employee’s Years of Service and the Employee has performed three or more Years of
Service for the Employer at the time of the transfer, the Employee may elect between the vesting
schedule of his prior Employer and his current Employer in accordance with the procedures set forth
in Section 13.03.





42









 








ARTICLE V

TIME AND METHOD OF PAYMENT OF BENEFITS




     Section 5.01 RETIREMENT. Upon a Participant’s Severance from Employment for any
reason after his Normal Retirement Date, the Participant (or his Beneficiary if the Participant is
deceased) shall be entitled to payment of his Account in accordance with the provisions of this
Article V, as soon as administratively practicable after the Participant’s Severance from
Employment or the date the Participant files an application for distribution, whichever is later.
The form of payment shall be the same as for other Severance from Employment distributions, as set
forth in Sections 5.02, 5.03 and 5.09 of the Plan. A Participant who remains in the employ of the
Employer after his Normal Retirement Date shall continue to participate in Employer contributions.



     Section 5.02 DISTRIBUTION UPON SEVERANCE FROM EMPLOYMENT PRIOR TO NORMAL RETIREMENT
DATE. Upon a Participant’s Severance from Employment prior to his Normal Retirement Date (for
any reason other than death), payment shall commence to the Participant of the value of his
Nonforfeitable Account balance as provided in this Section 5.02. The following rules and
definitions shall apply to any such distribution:




	 	A.	 	“Cash-out Distribution.” A Cash-out Distribution is a
lump sum distribution of the Participant’s Nonforfeitable Account balance.
	 
	 	B.	 	Consent. The Participant must consent in writing to a
distribution (including the form of the distribution) if: (i) the
Participant’s Nonforfeitable Account balance on the date the distribution
commences exceeds $1,000 ($5,000 prior to March 28, 2005), and (ii) the Plan
Administrator directs the Trustee to make a distribution to the Participant
prior to the later of his Normal Retirement Date or his attaining age 62.
Furthermore, the Participant’s Spouse must consent in writing to the
distribution if the Participant’s Nonforfeitable Account Balance on the date
the distribution commences exceeds $5,000.
	 
	 	 	 	The consent of the Participant, and the Participant’s Spouse, if applicable,
shall be obtained in writing within the 180-day (90-day prior to January 1,
2007) period ending on the “Annuity Starting Date.” The Annuity
Starting Date is the first day of the first period for which an amount is
paid as an annuity or in any other form. The Plan Administrator shall
notify the Participant and the Participant’s Spouse of the right to defer
distribution until the Participant’s Nonforfeitable Account Balance is no
longer immediately distributable. Such notice shall include a general
description of the material features, and an explanation of the relative
values of, the optional forms of benefit, if any, available under the Plan
in a manner that would satisfy the notice requirements of Code Section
411(a)(11) and its applicable Treasury Regulations (including, effective
January 1, 2007 a description of the consequences of failing to defer
receipt of a distribution). Further, such notice shall be provided no less
than 30 days and no more than 180 days (90 days prior to January 1, 2007)
prior to the date of distribution. However, distribution may commence less
than 30 days after the notice is provided if the Plan Administrator clearly
informs the Participant that the Participant has a period of at least 30
days after receiving the notice to consider whether or not to elect a
distribution, and the Participant and the Participant’s Spouse, if
applicable, after receiving the notice, affirmatively elect a distribution.




43









 






	 	C.	 	Time of Distribution of Account Balance. Upon a
Participant’s Severance from Employment, other than for death, before his
Normal Retirement Date, the Participant’s Account balance shall be distributed
as follows:






	 	1.	 	If the Participant’s Nonforfeitable Account
balance on the date the distribution commences is $1,000 or less
($5,000 or less prior to March 28, 2005), and the Participant does not
elect to have such Account paid to an “eligible retirement plan,” the
Trustee shall pay such Nonforfeitable Account balance to the
Participant in the form of a single, lump sum Cash-out Distribution as
soon as administratively practicable after the Participant’s Severance
from Employment. With respect to distributions on or after March 28,
2005, for purposes of determining whether such payment may be made, the
value of the Account shall be determined by including that portion of
the Account that is attributable to Rollover Contributions. With
respect to distributions made prior to March 28, 2005, for purposes of
determining whether such payment may be made, the value of the Account
shall be determined without regard to that portion of the Account that
is attributable to Rollover Contributions. If the Participant does not
have a Nonforfeitable interest in his Account, he shall be deemed to
have received a distribution of his entire vested Account.
	 
	 	2.	 	Effective for distributions on or after March
28, 2005, if the Participant’s Nonforfeitable Account balance on the
date the distribution commences is greater than $1,000 and does not
exceed $5,000 and the Participant does not affirmatively elect to have
such Nonforfeitable Account balance paid directly to him or to an
“eligible retirement plan,” his benefit shall be paid directly to an
individual retirement account (“IRA”) established for the Participant
pursuant to a written agreement between the Committee and the provider
of the IRA that meets the requirements of Section 401(a)(31) of the
Code and the Treasury Regulations thereunder as soon as
administratively practicable after the Participant’s Severance from
Employment. For purposes of determining whether such payment may be
made, the value of such Account shall be determined by including that
portion of the Account that is attributable to Rollover Contributions.
The Plan Administrator shall establish and maintain procedures to
inform each Participant to whom this section applies of the nature and
operation of the IRA and the Participant’s investments therein, the
fees and expenses associated with the operation of the IRA, and the
terms of the written agreement establishing such IRA on behalf of the
Participant.
	 
	 	3.	 	If the value of the Participant’s
Nonforfeitable Account balance is more than $5,000 as of the date of
any distribution, payment to such Participant shall not be made unless
the Participant consents in writing to the distribution. Consent to
such distribution shall not be valid unless the Participant is informed
of his right to defer receipt of the distribution. The Trustee shall
be authorized to charge a reasonable fee for maintaining such Accounts.
A Participant entitled to a benefit of more than $5,000 may elect to
defer payment of all or any part of that benefit until his Normal
Retirement Date, or if earlier, such time as the Participant
requests payment in writing.




44









 












	 	D.	 	Deferral of Distribution of Account Balance until Normal
Retirement Date. If the Participant (and, if applicable, the Participant’s
Spouse) does not file his written consent (if required) with the Trustee within
the reasonable period of time stated in the consent form, the Trustee shall
continue to hold the Participant’s Account in trust until the close of the Plan
Year in which the Participant’s Normal Retirement Date occurs. At that time,
the Trustee shall commence payment of the Participant’s Nonforfeitable value of
his Account in accordance with the provisions of this Article V; provided,
however, if the Participant dies after his Severance from Employment but prior
to his Normal Retirement Date, the Plan Administrator, upon notice of the
death, shall direct the Trustee to commence payment of the Participant’s
Nonforfeitable value of his Account to his Beneficiary in accordance with the
provisions of Sections 5.03 and 5.09.
	 
	 	 	 	A Participant who has elected to delay receiving a distribution of his
Account may elect to receive a distribution of his Nonforfeitable Account
balance as soon as administratively practicable by properly completing the
appropriate distribution election forms or procedures. If no such election
is made, the Participant’s Nonforfeitable Account balance shall be paid as
provided in Section 5.01.





     Section 5.03 DISTRIBUTIONS UPON DEATH. Upon the death of the Participant, the
Participant’s Nonforfeitable Account balance shall be paid in accordance with Code Section
401(a)(9), including the Treasury Regulations issued thereunder, Section 5.09, and this Section
5.03.




	 	A.	 	Distribution Beginning Before Death. If the
Participant’s death occurs after payment of the Participant’s Nonforfeitable
Account Balance has commenced, the Plan Administrator shall complete payment of
the remaining Account balance at least as rapidly as under the method of
distribution used prior to the Participant’s death.
	 
	 	B.	 	Distribution Beginning After Death of Employee. If the
Participant’s death occurs before distribution of his Account has commenced,
the distribution of the Participant’s entire Nonforfeitable Account Balance
shall be made to the Participant’s Beneficiary in accordance with Section 5.07
and the method of payment selected by the Participant prior to his death. If
no method of payment was selected by the Participant, the Beneficiary shall
select the method of payment.
	 
	 	 	 	Except as otherwise set forth in an Appendix hereto, the Participant’s
Nonforfeitable Account balance shall be distributed in a lump sum
distribution to the Participant’s Beneficiary as soon as administratively
practicable after notification of the Participant’s death. However, if the
Participant’s Nonforfeitable Account balance at the time of distribution
exceeds $5,000, the Account shall not be distributed to the Participant’s
Beneficiary prior to the later of the Participant’s Normal Retirement Date
or the date the Participant would have attained age 62 without the written
consent of the Beneficiary if the Beneficiary is the Participant’s surviving
Spouse. If the Beneficiary is not the Participant’s surviving Spouse, the
Beneficiary must elect to have distribution of the entire amount payable




45









 






	 	 	 	completed on or before the last day of the calendar year that contains the
fifth anniversary of the date of the Participant’s death.
	 
	 	 	 	In the case of a Participant who dies on or after January 1, 2007, while
performing Qualified Military Service (as defined in Code Section 414(u)),
the survivors of the Participant are entitled to any additional benefits
(other than benefit accruals relating to the period of Qualified Military
Service as provided by Code Section 414(u)) that are provided under the Plan
assuming the Participant resumed employment with the Employer and then
experienced a Severance from Employment on account of death. However, the
foregoing shall not provide any additional benefit accruals, and the deemed
resumption of employment of the Participant shall be applied only to
determine the eligibility of a Beneficiary for any pre-retirement death
benefits, and only to the extent required by published guidance, as
incorporated herein.
	 
	 	C.	 	Nonforfeitable Account Balance. For purposes of this
Section 5.03, the Participant’s Nonforfeitable Account balance at Severance
from Employment shall include all amounts credited to the Participant’s Account
for the Plan Year in which the Severance from Employment occurs even where such
contributions are not yet allocated to an account, provided such amounts are
vested.





     Section 5.04 DESIGNATION OF BENEFICIARY. A Participant may, from time to time,
designate in writing a Beneficiary or Beneficiaries, contingently or successively, to whom his
Nonforfeitable Account shall be paid in the event of his death. A Participant’s Beneficiary
designation shall not be valid unless the Participant’s Spouse consents (in accordance with the
requirements of Code Section 417) to the Beneficiary designation or to any change in the
Beneficiary designation. A Participant’s Beneficiary designation does not require spousal consent
if the Participant’s Spouse is the Participant’s designated Beneficiary. The Plan Administrator
shall prescribe the form for the written designation of Beneficiary and, upon the Participant’s
filing the form with the Plan Administrator and the Plan Administrator’s receipt of the form prior
to the Participant’s death, the Participant shall effectively revoke all designations filed prior
to that date by the same Participant. The entry of a decree of divorce shall not automatically
revoke a prior written election of a Participant naming such divorced Spouse as a Beneficiary.
Except as provided to the contrary under a qualified domestic relations order: (i) a Participant
may, subsequent to a divorce, designate someone other than his former Spouse as Beneficiary; and
(ii) if a divorced Participant remarries, the new Spouse shall have all of the rights of a Spouse
as set forth herein and any prior written Beneficiary designation by the Participant shall be
automatically revoked and subject to the rights of the subsequent Spouse. If more than one person
is designated as a Beneficiary, each shall have an equal share unless the designation directs
otherwise. Any designation, change or revocation by a Participant shall be effective only if it is
received by the Plan Administrator before the death of such Participant.



     Section 5.05 FAILURE OF BENEFICIARY DESIGNATION. If a Participant fails to name a
Beneficiary in accordance with Section 5.04 of the Plan, or if the Beneficiary named by a
Participant predeceases him, then the Participant’s Account shall be paid in a single lump sum to
the Participant’s surviving Spouse, if any, and if there is no surviving Spouse, to the
Participant’s estate.



     If the Beneficiary survives the Participant but dies before complete distribution of the
Participant’s Account, the remaining portion of the Participant’s Account shall be paid in a lump
sum to any contingent Beneficiaries named by the Participant or, if there are none, to the legal



46









 




representative of the estate of such deceased Beneficiary. The Administrator shall determine the
method and to whom payment shall be made under this Section 5.05.




     Section 5.06 OTHER RULES GOVERNING THE TIME OF PAYMENT OF BENEFITS.




	 	A.	 	Minimum Legal Distribution Requirements. Unless the
Participant elects otherwise in writing, distribution of a Participant’s
Nonforfeitable Account balance shall be made not later than 60 days after the
close of the Plan Year in which the later of the following events occurs:






	 	1.	 	The date the Participant reaches his Normal
Retirement Date; or
	 
	 	2.	 	The date the Participant dies or otherwise has
a Severance from Employment with the Employer.






	 	 	 	In no event shall distributions commence nor shall the Participant elect to
have distribution commence later than the Required Beginning Date.
Furthermore, once distributions have begun to a Five-percent Owner, they
must continue to be distributed, even if the Participant ceases to be a
Five-percent Owner in a subsequent year.
	 
	 	B.	 	In no event shall payment commence later than the time
prescribed by this Article V or in a form not permitted under Article V. The
Plan Administrator shall make its determinations under this Article V in a
nondiscriminatory, consistent and uniform manner. If the Plan Administrator
directs payment to commence to the Participant under this Article V, it shall
provide the Participant (and, if applicable, the Participant’s Spouse) with the
appropriate form to consent to the distribution direction, if required.





     Section 5.07 FORM OF BENEFIT PAYMENTS. Except as otherwise provided in an Appendix
hereto, a Participant shall receive payment of his Nonforfeitable Account balance in a single lump
sum.




	 	A.	 	The portion of a Participant’s Account invested in an
investment other than Stock or ESOP Stock shall be distributed in a single lump
sum cash payment.
	 
	 	B.	 	Amounts invested in Stock and ESOP Stock shall be distributed
as follows:






	 	1.	 	If the value of a Participant’s vested Account
(including amounts not invested in Stock and/or ESOP Stock) is $5,000
or less, and the Participant does not elect, pursuant to a procedure
established by the Plan Administrator, to receive a distribution in
Stock, such distribution shall be made in cash in accordance with
Section 5.02.C.; and
	 
	 	2.	 	If the value of a Participant’s vested Account
(including amounts not invested in Stock and/or ESOP Stock) is more
than $5,000, distribution shall be made in either Stock or cash, as
elected by the distributee pursuant to a procedure established by the
Plan Administrator.






	 	 	 	Notwithstanding the foregoing, the right to elect a distribution in the form
of Stock shall not apply to the portion of the Participant’s Account that he
has elected to diversify pursuant to Section 9.10.




47









 






	 	C.	 	If a distribute elects to receive a distribution in cash, the
Trustee shall:






	 	1.	 	Buy for the Plan the distributee’s shares of
Stock at the fair market value on the date they are to be delivered;
	 
	 	2.	 	Sell such shares on a national securities
exchange, or, if the shares are not listed on such an exchange, the
over-the-counter market; or
	 
	 	3.	 	Provide for the liquidation of the
distributee’’s shares using a combination of Sections 5.07.C.1 and
5.07.C.2.






	 	D.	 	Before any distribution is made from a Participant’s Account
pursuant to this Article V, any fractional share of Stock allocated to that
Account shall be converted to cash on the basis of its pro rata share of the
price of a whole share of Stock on the date of distribution.
	 
	 	E.	 	Any shares of Stock distributed pursuant to the terms of the
Plan shall be subject to such restrictions on their subsequent transfer as
shall be necessary or appropriate, in the opinion of counsel for the Company,
to comply with applicable federal and state securities laws and may bear
appropriate legends evidencing such restrictions.





     Section 5.08 OPTION TO HAVE COMPANY PURCHASE ESOP STOCK. Any Participant who receives
ESOP Stock pursuant to Section 5.07.B., and any person who has received ESOP Stock from such a
Participant by reason of the Participant’s death or incompetency, shall have the right to require
the Company to purchase the ESOP Stock for its current fair market value (hereinafter referred to
as the “put option”). The put option shall only apply if the Stock is not publicly traded when the
ESOP Stock is distributed or if, when the ESOP Stock is distributed, it is subject to a restriction
under federal or state securities laws or regulations or an agreement affecting the ESOP Stock that
would make the ESOP Stock not as freely tradable as a security not subject to such restriction.
The put option shall be exercisable by written notice to the Committee during the 15 months after
the ESOP Stock is distributed by the Plan. If the put option is exercised, the Trustee may, in the
Trustee’s sole discretion, assume the Company’s rights and obligations with respect to purchasing
the ESOP Stock. The Company, or the Trustee if applicable, may elect to pay for the ESOP Stock in
equal periodic installments (not less frequent than annually) over a period not longer than five
years from the date the put option is exercised, with interest at a reasonable rate, all such terms
to be set forth in a promissory note delivered to the seller with usual business terms as to
acceleration upon any uncured default. With the seller’s consent, the installment period may be
extended to the earlier of 10 years from the exercise of the put option or the date on which the
ESOP Loans related to the ESOP Stock have been satisfied, if that is longer than five years,
provided the purchaser furnishes adequate security in addition to the purchaser’s promissory note.
Nothing contained herein shall be deemed to obligate the Company to register any ESOP Stock under
any federal or state securities law or to create a public market to facilitate transferability of
ESOP Stock. The put option herein described may only be exercised by a person described in the
first sentence of this Section 5.08 and may not be transferred either separately or together with
any ESOP Stock to any other person. The put option shall continue in effect to the extent provided
herein in the event that the Plan ceases to have a qualified employee stock ownership plan feature.



     Section 5.09 MINIMUM DISTRIBUTION REQUIREMENTS. The Participant’s Nonforfeitable
Account balance shall be distributed, as of the Required Beginning Date, in



48









 




accordance with the minimum distribution requirements established by Code Section 401(a)(9)
and the applicable Treasury Regulations thereunder.





	 	A.	 	Application of Law. With respect to distributions
under the Plan made in calendar years beginning before January 1, 2002, the
Plan applied the minimum distributions requirements of Code Section 401(a)(9)
in accordance with the Treasury Regulations under Code Section 401(a)(9) that
were proposed in 1987 (to the extent those proposed Treasury Regulations were
not inconsistent with the changes made by the Small Business Job Protection Act
of 1996) and/or the Treasury Regulations under Code Section 401(a)(9) that were
proposed in January of 2001, as set forth in a prior restated document for the
Plan. Effective for calendar years beginning on or after January 1, 2003, the
Plan shall apply the provisions of this Section 5.09 for purposes of
determining the required minimum distributions.
	 
	 	B.	 	Definitions. For purposes of this Section 5.09, the
following definitions shall apply:






	 	1.	 	“Designated Beneficiary” is the
individual who is designated as the Beneficiary under Plan Section 1.07
and is the Designated Beneficiary under Code Section 401(a)(9) and
Section 1.401(a)(9)-1, Q&A-4 of the Treasury Regulations.
	 
	 	2.	 	“Distribution Calendar Year” is a
calendar year for which a minimum distribution is required. For
distributions beginning before the Participant’s death, the first
Distribution Calendar Year is the calendar year immediately preceding
the calendar year that contains the participant’s Required Beginning
Date. For distributions beginning after the Participant’s death, the
first Distribution Calendar Year is the calendar year in which the
distributions are required to begin under Section 5.09.B.2. The
required minimum distribution for the Participant’s first Distribution
Calendar Year will be made on or before the Participant’s Required
Beginning Date. The required minimum distribution for other
Distribution Calendar Years, including the required minimum
distribution for the Distribution Calendar Year in which the
Participant’s Required Beginning Date occurs, will be made on or before
December 31 of that Distribution Calendar Year.
	 
	 	3.	 	“Life Expectancy” is a beneficiary’s
life expectancy as computed by use of the Single Life Table in Section
1.401(a)(9)-9 of the Treasury Regulations.
	 
	 	4.	 	“RMD Account Balance” is the account
balance as of the last valuation date in the calendar year immediately
preceding the Distribution Calendar Year (the “Valuation Calendar
Year”) increased by the amount of any contributions made and
allocated or forfeitures allocated to the account balance as of dates
in the Valuation Calendar Year after the valuation date and decreased
by distributions made in the Valuation Calendar Year after the
valuation date. The account balance for the Valuation Calendar Year
includes any amounts rolled over or transferred to the Plan




49









 






	 	 	 	either in the Valuation Calendar Year or in the Distribution Calendar
Year if distributed or transferred in the Valuation Calendar Year.
	 
	 	5.	 	“Special Election” is a provision of
the Plan included in this Section which supersedes the general
presumptions set forth in Code Section 401(a)(9) and the Treasury
Regulations thereunder. To the extent that this Section does not
include any provisions for Special Elections, the default provisions of
Code Section 401(a)(9), as set forth below shall apply.






	 	C.	 	Time and Manner of Distribution. Subject to any
Special Election set forth in this Section 5.09, the following rules shall
apply:






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






	 	(a)	 	If the Participant’s surviving
Spouse is the Participant’s sole Designated Beneficiary, then,
except as provided herein, distributions to the surviving Spouse
will begin by December 31 of the calendar year immediately
following the calendar year in which the Participant died, or by
December 31 of the calendar year in which the Participant would
have attained age 701/2, if later.
	 
	 	(b)	 	If the Participant’s surviving
Spouse is not the Participant’s sole Designated Beneficiary,
then, except as provided herein, distributions to the Designated
Beneficiary will begin by December 31 of the calendar year
immediately following the calendar year in which the Participant
died.
	 
	 	(c)	 	If there is no Designated
Beneficiary as of September 30 of the year following the year of
the Participant’s death, the Participant’s entire interest will
be distributed by December 31 of the calendar year containing
the fifth anniversary of the Participant’s death.
	 
	 	(d)	 	If the Participant’s surviving
Spouse is the Participant’s sole Designated Beneficiary and the
surviving Spouse dies after the Participant but before
distributions to the surviving Spouse begin, this Section
5.09.C, other than Section 5.09.C.2.(a), will apply as if the
surviving Spouse were the Participant.






	 	 	 	For purposes of this Section 5.09.C.2. and Sections 5.09.E., unless
subsection (d) above applies, distributions are considered to begin
on the Participant’s Required Beginning Date. If subsection (d)
applies, distributions are considered to begin on the date
distributions are required to begin to the surviving Spouse under
subsection (a), above. If distributions under an annuity




50









 






	 	 	 	purchased from an insurance company irrevocably commence to the
Participant before the Participant’s Required Beginning Date (or to
the Participant’s surviving Spouse before the date distributions are
required to begin to the surviving Spouse under subsection (a)), the
date distributions are considered to begin is the date distributions
actually commence.
	 
	 	3.	 	Forms of Distribution. Unless the
Participant’s interest is distributed in the form of an annuity
purchased from an insurance company or in a single sum on or before the
Required Beginning Date, as of the first Distribution Calendar Year
distributions will be made in accordance with Sections 5.09.D. and
5.09.E. If the Participant’s interest is distributed in the form of an
annuity purchased from an insurance company, distributions thereunder
will be made in accordance with Code Section 401(a)(9) and the Treasury
Regulations.






	 	D.	 	Required Minimum Distributions During Participant’s
Lifetime. Subject to any Special Election set forth in this Section 5.09,
the following rules shall apply:






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






	 	(a)	 	The quotient obtained by dividing
the RMD Account Balance by the distribution period in the
Uniform Lifetime Table set forth in Treasury Regulations Section
1.401(a)(9)-9, using the Participant’s age as of the
Participant’s birthday in the Distribution Calendar Year; or
	 
	 	(b)	 	If the Participant’s sole
Designated Beneficiary for the Distribution Calendar Year is the
Participant’s Spouse, the quotient obtained by dividing the RMD
Account Balance by the number in the Joint and Last Survivor
Table set forth in Treasury Regulations Section 1.401(a)(9)-9,
using the Participant’s and the Spouse’s attained ages as of the
Participant’s and Spouse’s birthdays in the Distribution
Calendar Year.






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






	 	E.	 	Required Minimum Distributions After Participant’s
Death. Subject to any Special Election set forth in this Section 5.09, the
following rules shall apply:






	 	1.	 	Death On or After Date Distributions
Begin.






	 	(a)	 	Participant Survived by
Designated Beneficiary. If the Participant dies on or after
the date distributions begin and there is a Designated
Beneficiary, the minimum amount




51









 






	 	 	 	that will be distributed for each Distribution Calendar Year
after the year of the Participant’s death is the quotient
obtained by dividing the RMD Account Balance by the longer of
the remaining Life Expectancy of the Participant or the
remaining Life Expectancy of the Participant’s Designated
Beneficiary, determined as follows:






	 	(1)	 	The Participant’s
remaining Life Expectancy is calculated using the age of
the Participant in the year of death, reduced by one for
each subsequent year.
	 
	 	(2)	 	If the
Participant’s surviving Spouse is the Participant’s sole
Designated Beneficiary, the remaining Life Expectancy of
the surviving Spouse is calculated for each Distribution
Calendar Year after the year of the Participant’s death
using the surviving Spouse’s age as of the Spouse’s
birthday in that year. For Distribution Calendar Years
after the year of the surviving Spouse’s death, the
remaining Life Expectancy of the surviving Spouse is
calculated using the age of the surviving Spouse as of
the Spouse’s birthday in the calendar year of the
Spouse’s death, reduced by one for each subsequent
calendar year.
	 
	 	(3)	 	If the
Participant’s surviving Spouse is not the Participant’s
sole Designated Beneficiary, the Designated
Beneficiary’s remaining Life Expectancy is calculated
using the age of the Beneficiary in the year following
the year of the Participant’s death, reduced by one for
each subsequent year.






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






	 	2.	 	Death Before Date Distributions Begin.






	 	(a)	 	Participant Survived by
Designated Beneficiary. Except as provided herein, if the
Participant dies before the date distributions begin and there
is a Designated Beneficiary,




52









 






	 	 	 	the minimum amount that will be distributed for each
Distribution Calendar Year after the year of the
Participant’s death is the quotient obtained by dividing the
Participant’s RMD Account Balance by the remaining Life
Expectancy of the Participant’s Designated Beneficiary,
determined as provided in Subsection 5.09.E.1.
	 
	 	(b)	 	No Designated
Beneficiary. If the Participant dies before the date
distributions begin and there is no Designated Beneficiary as of
September 30 of the year following the year of the Participant’s
death, distribution of the Participant’s entire interest will be
completed by December 31 of the calendar year containing the
fifth anniversary of the Participant’s death.
	 
	 	(c)	 	Death of Surviving Spouse
Before Distributions to Surviving Spouse are Required to
Begin. If the Participant dies before the date
distributions begin, the Participant’s surviving Spouse is the
Participant’s sole Designated Beneficiary, and the surviving
Spouse dies before distributions are required to begin to the
surviving Spouse under Section 5.09.C.2.(a), this Section will
apply as if the surviving Spouse were the Participant.






	 	F.	 	General Rules.






	 	1.	 	Precedence. If any payment under the
terms of the Plan would violate the requirements of this Section 5.09,
this Section 5.09 will supersede such contrary provisions of the Plan.
	 
	 	2.	 	Requirements of Treasury Regulations
Incorporated. All distributions required under this Section 5.09
will be determined and made in accordance with the Treasury Regulations
under Code Section 401(a)(9).
	 
	 	3.	 	TEFRA Section 242(b)(2) Elections.
Notwithstanding the other provisions of this Section 5.09,
distributions may be made under a designation made before January 1,
1984, in accordance with Section 242(b)(2) of the Tax Equity and Fiscal
Responsibility Act (“TEFRA”) and the provisions of the Plan that relate
to TEFRA Section 242(b)(2).






	 	G.	 	Special Election: Application of the 5-Year Rule to
Distributions to Designated Beneficiaries. If the Participant dies before
distributions begin and there is a Designated Beneficiary, distribution to the
Designated Beneficiary is not required to begin by the date specified in Plan
Section 6.09.C.2., but the Participant’s entire interest will be distributed to
the Designated Beneficiary by December 31 of the calendar year containing the
fifth anniversary of the Participant’s death. If the Participant’s surviving
Spouse is the Participant’s sole Designated Beneficiary and the surviving
Spouse dies after the Participant but before distributions to either the
Participant or the surviving Spouse begin, this paragraph will apply as if the
surviving Spouse were the Participant. This paragraph shall apply to all
distributions.




53









 






	 	H.	 	Special Rules for 2009 Required Minimum Distributions.
Notwithstanding anything in this Section 5.09 of the Plan to the contrary, a
Participant or Beneficiary who had reached his Required Beginning Date on or
before December 31, 2008 and who would have been required to receive required
minimum distributions for 2009 but for the enactment of section 401(a)(9)(H) of
the Code (“2009 RMDs”), and who would have satisfied that requirement by
receiving distributions that are (1) equal to the 2009 RMDs or (2) one or more
payments in a series of substantially equal distributions (that include the
2009 RMDs) made at least annually and expected to last for the life (or life
expectancy) of the Participant, the joint lives (or joint life expectancy) of
the Participant and the Participant’s designated Beneficiary, or for a period
of at least 10 years, will receive those distributions for 2009 unless the
Participant or Beneficiary elects not to receive such distributions.
Participants and Beneficiaries described in the preceding sentence will be
given the opportunity to elect to stop receiving the distributions described in
the preceding sentence.
	 
	 	 	 	A Participant or Beneficiary who reached his Required Beginning Date on or
between January 1, 2009 and December 31, 2009 and who would have been
required to receive 2009 RMDs, and who would have satisfied that requirement
by receiving distributions that are (1) equal to the 2009 RMDs or (2) one or
more payments in a series of substantially equal distributions (that include
the 2009 RMDs) made at least annually and expected to last for the life (or
life expectancy) of the Participant, the joint lives (or joint life
expectancy) of the Participant and the Participant’s designated Beneficiary,
or for a period of at least 10 years, will not receive those distributions
for 2009 unless the Participant or Beneficiary chooses to receive such
distributions. Participants and Beneficiaries described in the preceding
sentence will be given the opportunity to elect to receive the distributions
described in the preceding sentence.





     Section 5.10 DISTRIBUTION OF AMOUNTS ATTRIBUTABLE TO TRUSTEE-TO-TRUSTEE TRANSFER FROM THE
INMED CORPORATION EMPLOYEE SAVINGS/RETIREMENT INCOME PLAN. Notwithstanding any other provision
of the Plan, any amounts attributable to amounts transferred from the Inmed Corporation Employee
Savings/Retirement Income Plan to this Plan on or after September 1, 1990 shall be distributed in
accordance with the provisions of the Inmed Corporation Employee Savings/Retirement Income Plan as
in effect on such date, as set forth in Appendix A, attached hereto and made a part hereof, but
only to the extent the distribution provisions of that plan are inconsistent with the distribution
provisions of this Plan.



     Section 5.11 DISTRIBUTION OF AMOUNTS ATTRIBUTABLE TO TRUSTEE-TO-TRUSTEE TRANSFER FROM THE
MATTATUCK MANUFACTURING CO. & UAW LOCAL #1251 MONEY PURCHASE PLAN. Notwithstanding any other
provision of the Plan, amounts attributable to amounts transferred from the Mattatuck Manufacturing
Co. & UAW Local #1251 Money Purchase Plan to this Plan shall be distributed in accordance with the
provisions of the Mattatuck Manufacturing Co. & UAW Local #1251 Money Purchase Plan as in effect on
such date and as set forth in Appendix B, attached hereto and made a part hereof, but only to the



54









 




extent the distribution provisions of that plan are inconsistent with the distribution
provisions of this Plan.




     Section 5.12 DISTRIBUTIONS UNDER DOMESTIC RELATIONS ORDERS. Nothing contained in this
Plan shall prevent the Trustee from complying with the provisions of a qualified domestic relations
order (as defined in Code Section 414(p)). This Plan specifically permits distribution to an
alternate payee under a qualified domestic relations order at any time, irrespective of whether the
Participant has attained his earliest retirement age (as defined under Code Section 414(p)) under
the Plan. A distribution to an alternate payee prior to the Participant’s attainment of the
earliest retirement age is available only if the order specifies distribution at that time or
permits an agreement between the Plan and the alternate payee to authorize such an earlier
distribution. In addition, if the value of the alternate payee’s benefits under the Plan exceeds
$5,000 and the order requires, the alternate payee must consent to any distribution occurring prior
to the Participant’s attainment of the earliest retirement age. Nothing in this Section gives a
Participant the right to receive a distribution at a time not permitted under the Plan, nor does
this Section 5.12 give the alternate payee the right to receive a form of payment not permitted
under the Plan.



     The Plan Administrator shall establish reasonable procedures to determine the qualified status
of a domestic relations order. Upon receiving a domestic relations order, the Plan Administrator
promptly shall notify the Participant and any alternate payee named in the order, in writing, of
the receipt of the order and the Plan’s procedures for determining the qualified status of the
order. Within a reasonable period of time after receiving the domestic relations order, the Plan
Administrator shall determine the qualified status of the order and shall notify the Participant
and each alternate payee, in writing, of its determination. The Plan Administrator shall provide
notice under this paragraph by mailing to the individual’s address specified in the domestic
relations order, or in a manner consistent with Labor Regulations.



     If any portion of the Participant’s Nonforfeitable Account Balance is payable during the
period the Plan Administrator is making its determination of the qualified status of the domestic
relations order, the Trustee shall segregate the amounts payable in a separate account and invest
the segregated account solely in fixed income investments or maintain a separate bookkeeping
account of said amounts. If the Plan Administrator determines the order is a qualified domestic
relations order within 18 months of the first date on which payments were due under the terms of
the order, the Trustee shall distribute the separate account in accordance with the order. If the
Plan Administrator does not make its determination of the qualified status of the order within the
above-described 18-month period, the Trustee shall distribute the segregated account in the manner
the Plan would distribute it if the order did not exist, and shall apply the order prospectively if
the Plan Administrator later determines the order is a qualified domestic relations order.



     To the extent it is not inconsistent with the provisions of the qualified domestic relations
order, the Trustee shall invest any partitioned amount in a segregated subaccount or separate
account and invest the account in the money market investment option or in other fixed income
investments. A segregated subaccount shall remain a part of the Trust, but it alone shall share in
any income it earns, and it alone shall bear any expense or loss it incurs.



     The Trustee shall make any payment or distributions required under this Section by separate
benefit checks or other separate distribution to the alternate payee(s).



     Section 5.13 LOST PARTICIPANT OR BENEFICIARY. If the Participant or Beneficiary to
whom benefits are to be distributed cannot be located, the Benefits Group shall make reasonable
efforts to find such individual(s), such as (a) the sending of notification by certified or
registered mail to his/her last known address; (b) contacting other designated Beneficiaries; or



55









 




(c) using a letter-forwarding service. If, after reasonable effort, the Benefits Group is
still unable to locate such Participant or Beneficiary, the Participant’s Account shall be
forfeited as allowed by Treasury Regulation Section 1.411(a)-4(b)(6). The amount of the forfeiture
shall reduce Matching Contributions under Section 3.05 of the Plan and/or Profit Sharing
Contributions under Section 3.07, as elected by the Employer. However, any such forfeited Account
will be reinstated and become payable if a claim is made by the Participant or Beneficiary for such
Account. The Benefits Group shall prescribe uniform and non-discriminatory rules for carrying out
this provision.




     Section 5.14 FACILITY OF PAYMENT. If the Plan Administrator deems any person entitled
to receive any amount under the provisions of this Plan to be incapable of receiving or disbursing
the same by reason of minority, illness or infirmity, mental incompetency, or incapacity of any
kind, the Plan Administrator may, in its discretion, take any one or more of the following actions:




	 	A.	 	Apply such amount directly for the comfort, support and
maintenance of such person;
	 
	 	B.	 	Reimburse any person for any such support theretofore supplied
to the person entitled to receive any such payment; and
	 
	 	C.	 	Pay such amount to any person selected by the Plan
Administrator to disburse it for such comfort, support and maintenance,
including without limitation, any relative who has undertaken, wholly or
partially, the expense of such person’s comfort, care and maintenance, or any
institution in whose care or custody the person entitled to the amount may be.
The Plan Administrator may, in its discretion, deposit any amount due to a
minor to his credit in any savings or commercial bank of the Plan
Administrator’s choice.





     Section 5.15 NO DISTRIBUTION PRIOR TO SEVERANCE FROM EMPLOYMENT, DEATH OR DISABILITY.
Except as provided below, Elective Deferral Contributions, Catch-Up Contributions, Roth Elective
Deferral Contributions, Matching Contributions, Qualified Non-elective Contributions, Qualified
Matching Contributions, Profit Sharing Contributions, and income allocable to each, are not
distributable to a Participant or his Beneficiary or Beneficiaries, in accordance with such
Participant’s or Beneficiary’s election, earlier than upon Severance from Employment, death or
Disability.



     Such amounts may also be distributed upon:




	 	A.	 	Prior to January 1, 2006, the occurrence of an event described
in Section 401(k)(10)(A) of the Code.
	 
	 	B.	 	Effective January 1, 2006, the occurrence of an event described
in Section 401(k)(10)(A)(i) of the Code.
	 
	 	C.	 	The hardship of the Participant, as described in Section 6.01
herein.
	 
	 	D.	 	The attainment by the Participant of age 591/2, as described in
Section 6.03 herein.
	 
	 	E.	 	A Participant’s Severance from Employment, death, or
Disability.





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     All distributions that may be made pursuant to one or more of the foregoing distributable
events are subject to the spousal and Participant consent requirements (if applicable) contained in
Sections 401(a)(11) and 417 of the Code.



     Notwithstanding the foregoing, effective January 1, 2009, as required by Code Section 414(u),
as amended by the HEART Act, a Participant in Qualified Military Service (within the meaning of
Code Section 414(u)) shall be treated as having incurred a Severance from Employment for purposes
of eligibility to receive a distribution from his Account. However, if a Participant obtains a
distribution according to the foregoing provision, such Participant’s Elective Deferral
Contributions and Catch-Up Contributions to this Plan shall be suspended for 6 months following the
date of the distribution.



     Section 5.16 WRITTEN INSTRUCTION NOT REQUIRED. Any elections made or distributions
processed under this Article V may be accomplished through telephonic or similar instructions in
accordance with the rules and procedures established by the Plan Administrator, to the extent they
are consistent with the requirements of the Code, Treasury Regulations, and ERISA. Notwithstanding
the foregoing, however, except to the extent otherwise permitted in applicable Treasury
Regulations, spousal consents and waivers, to the extent required or permitted hereunder, may only
be granted in writing.



57









 





ARTICLE VI

WITHDRAWALS, DIRECT ROLLOVERS AND WITHHOLDING, LOANS




     Section 6.01 HARDSHIP WITHDRAWALS. Upon the application of any Participant or Other
Designee, the Plan Administrator, in accordance with a uniform, nondiscriminatory policy, may
permit such Participant or Other Designee to withdraw all or a portion of the vested amounts then
credited to his Elective Deferral Contribution Account and Catch-Up Contribution Account
(excluding trust earnings credited thereto after December 31, 1988) if the withdrawal is necessary
due to the immediate and heavy financial need of the Participant.




	 	A.	 	Only distributions made pursuant to conditions arising under
the following circumstances shall be conclusively considered to be made on
account of immediate and heavy financial need:






	 	1.	 	Alleviating extraordinary financial hardship
arising from deductible medical expenses (within the meaning of Code
Section 213(d) determined without regard to whether the expenses exceed
7.5% of adjusted gross income) previously incurred by the Participant
or his Spouse, children or other dependents (as defined in Code Section
152, and for taxable years beginning on or after January 1, 2005,
without regard to Code Sections 152(b)(1), (b)(2), and (d)(1)(B)) or,
effective January 1, 2007, the Participant’s designated Beneficiary,
necessary for those persons to obtain medical care described in Code
Section 213(d) and not reimbursed or reimbursable by insurance;
	 
	 	2.	 	Purchasing real property (excluding mortgage
payments) that is to serve as the principal residence of the
Participant;
	 
	 	3.	 	Expenditures necessary to prevent eviction from
the Participant’s principal residence or foreclosure of a mortgage on
the same;
	 
	 	4.	 	Financing the tuition and related educational
fees for up to the next twelve (12) months of post-secondary education
for the Participant, his Spouse, his children or dependents (as defined
in Code Section 152, and for taxable years beginning on or after
January 1, 2005, without regard to Code Sections 152(b)(1), (b)(2), and
(d)(1)(B)) or, effective January 1, 2007, the Participant’s designated
Beneficiary;
	 
	 	5.	 	For Plan Years beginning on or after January 1,
2006, paying funeral or burial expenses incurred due to the death of
the Participant’s parent, Spouse, children or dependents (as defined in
Code Section 152 without regard to Code Sections 152(b)(1), (b)(2), and
(d)(1)(B)), or, effective January 1, 2007, the Participant’s designated
Beneficiary;
	 
	 	6.	 	For Plan Years beginning on or after January 1,
2006, repairing the damage to a Participant’s principal residence where
such expenses would qualify for the casualty deduction under Code
Section 165 (without regard to the 10% adjusted gross income
limitation); or
	 
	 	7.	 	Any other reason deemed to be an immediate and
heavy financial need by the Secretary of the Treasury.





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	 	B.	 	A distribution will be considered to be necessary to satisfy an
immediate and heavy financial need of the Participant only if:






	 	1.	 	The Participant has obtained all distributions
other than hardship distributions (including distribution of ESOP
dividends under Code Section 414(k)), and all nontaxable loans,
currently available under all plans maintained by the Employer
(effective January 1, 2006, including all qualified and nonqualified
plans of deferred compensation and a cash or deferred arrangement that
is part of a cafeteria plan under Code Section 125, but excluding
mandatory employee contribution portions of a defined benefit plan or
health and welfare plan);
	 
	 	2.	 	A Participant who receives a hardship
distribution shall be prohibited from making Elective Deferral
Contributions, Catch-up Contributions or other Participant
contributions, if applicable, under this and all other plans of the
Employer (effective January 1, 2006, including any stock option, stock
purchase or similar plan or arrangement) for six months after receipt
of the distribution (which this Plan hereby so provides);
	 
	 	3.	 	The distribution is not in excess of the amount
necessary to satisfy the immediate and heavy financial need, including
any amounts necessary to pay any federal, state, or local income taxes
or penalties reasonably anticipated to result from the distribution;
and
	 
	 	4.	 	The need cannot be satisfied through
reimbursement, compensation by insurance, liquidation of the
Participant’s assets, or the cessation of Elective Deferral
Contributions.






	 	 	 	If a Participant’s Elective Deferral Contributions are suspended pursuant to
Section 6.01.B.2., at the end of the six month suspension period the Plan
Administrator must either reinstate the Participant’s Elective Deferral
Contribution election that was in effect immediately prior to the
Participant’s receipt of the hardship distribution, if applicable, or begin
to make automatic Elective Deferral Contributions to the Plan on behalf of
the Participant in accordance with Section 3.02.C. of the Plan.
	 
	 	C.	 	A Participant making an application under this Section 6.01
shall have the burden of presenting to the Plan Administrator evidence of such
need, and the Plan Administrator shall not permit withdrawal under this Section
without first receiving such evidence. If a Participant’s application for a
hardship withdrawal is approved, the Trustee shall make payment of the approved
amount of the hardship withdrawal to the Participant.
	 
	 	D.	 	Payment of a withdrawal requested under this Section 6.01 shall
be made within an administratively reasonable period of time after the Plan
Administrator determines that the withdrawal request satisfies the requirements
of this Section 6.01. Withdrawals shall be made on a pro-rata basis if a
Participant elects to make a withdrawal from more than one sub-account in his
Account. A Participant may specify the Investment Fund or Funds from which the
withdrawal shall be made. If the Participant does not make an Investment Fund
election under this Section 6.02, the withdrawal shall be made on a pro-rata
basis from all of the
applicable Investment Funds.




59









 






	 	E.	 	If a Participant is a qualified individual pursuant to Section
101 of the Katrina Emergency Relief Act of 2005, as amended and extended by
Internal Revenue Service Notices 2005-92 and, 2005-84, and Announcement
2005-70, the Plan may make a hardship distribution that is intended to
constitute a qualified hurricane distribution as defined in Code Section
1400Q(a)(4)(A) to such Participant in accordance with the Plan’s standard
hardship distribution procedures and without regard to the post-distribution
contribution restriction enumerated in Section 6.01.B.2. above. The maximum
amount of distributions pursuant to this Section 6.01.E. with respect to a
qualified individual shall not exceed $100,000.





     Section 6.02 SPECIAL WITHDRAWAL RULES APPLICABLE TO AFTER-TAX AND ROLLOVER
CONTRIBUTIONS. A Participant shall be entitled to withdraw any portion of the amounts credited
to his After-tax Contribution Account and his Rollover Contribution Account, if any, in accordance
with the procedures established by the Plan Administrator. Payment of a withdrawal requested under
this Section 6.02 shall be made within an administratively reasonable period of time after the
withdrawal request is received by the Plan Administrator. Withdrawals shall be made on a pro-rata
basis if a Participant elects to make a withdrawal from more than one sub-account in his Account.
A Participant may specify the Investment Fund or Funds from which the withdrawal shall be made. If
the Participant does not make an Investment Fund election under this Section 6.02, the withdrawal
shall be made on a pro-rata basis from all of the applicable Investment Funds.



     Section 6.03 WITHDRAWALS UPON ATTAINMENT OF AGE 591/2. A
Participant who is an
Employees and has attained age 591/2 may elect to withdrawal any portion of his Nonforfeitable
Account in accordance with the procedures established by the Plan Administrator. Payment of a
withdrawal requested under this Section 6.03 shall be made within an administratively reasonable
period of time after the withdrawal request is received by the Plan Administrator. Withdrawals
shall be made on a pro-rata basis if a Participant elects to make a withdrawal from more than one
sub-account in his Account. A Participant may specify the Investment Fund or Funds from which the
withdrawal shall be made. If the Participant does not make an Investment Fund election under this
Section 6.03, the withdrawal shall be made on a pro-rata basis from all of the applicable
Investment Funds.



     Section 6.04 DISTRIBUTION/REINVESTMENT ELECTIONS. Cash dividends that are payable on
shares of Stock held in the portion of a Participant’s or Beneficiary’s Account that is invested in
the ESOP Stock Fund, shall, at the election of the Participant or the Beneficiary, be paid to the
Participant or Beneficiary or paid to the Plan and reinvested in Stock. Cash dividends that are
paid to Participants and Beneficiaries pursuant to an election hereunder shall be paid, at the
discretion of the Committee, directly by the Company in cash to such Participants and
Beneficiaries, or paid to the Plan and distributed to Participants and Beneficiaries not later than
90 days after the close of the Plan Year in which paid to the Plan. The Committee shall have the
discretion to determine the scope, manner and timing of such elections, dividend distributions and
reinvestments in any manner consistent with Section 404(k) of the Code.



     Section 6.05 DIRECT ROLLOVER AND WITHHOLDING RULES.



60









 






	 	A.	 	Notwithstanding any provision of the Plan to the contrary that
would otherwise limit a Distributee’s election under this Section, a
Distributee may elect, at the time and in the manner prescribed by the Plan
Administrator, to have any portion of an Eligible Rollover Distribution paid
directly to an Eligible Retirement Plan specified by the Distributee in a
Direct Rollover. The Plan Administrator may establish rules and procedures
governing the processing of Direct Rollovers and limiting the amount or number
of such Direct Rollovers in accordance with applicable Treasury Regulations.
Distributions not transferred to an Eligible Retirement Plan in a Direct
Rollover shall be subject to income tax withholding as provided under the Code
and applicable state and local laws, if any.
	 
	 	B.	 	Definitions.






	 	1.	 	“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: (a) any distribution
that is one of a series of substantially equal periodic payments (not
less frequently than annually) made for 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 of more; (b) any distribution to the
extent such distribution is required under Code Section 401(a)(9); (c)
any hardship distribution received after December 31, 1998; (d)
effective January 1, 2006, any loan that is treated as a distribution
under Code Section 72(p) and not excepted by Code Section 72(p)(2), or
a loan in default that is a deemed distribution; and (e) effective
January 1, 2006, any corrective distribution under Appendix F of the
Plan. Notwithstanding the foregoing, any portion of a distribution
that consists of After-Tax Contributions which are not includible in
gross income may be transferred only to: (1) an individual retirement
account or annuity described in Code Sections 408(a) or (b); or (2) a
qualified defined contribution plan described in Code Sections 401(a)
or 403(a) (through a direct trustee-to-trustee transfer) that agrees to
separately account for amounts so transferred (and any related
earnings), including separately accounting for the portion of such
distribution that is includible in gross income and the portion of such
distribution which is not so includible. In addition, the portion of
any distribution on and after January 1, 2007 that consists of
After-Tax Contributions which are not includible in gross income may be
transferred (in a direct trustee-to-trustee transfer) to a qualified
defined benefit plan or a Code Section 403(b) tax-sheltered annuity
that agrees to separately account for amounts so transferred (and the
earnings thereon), including separately accounting for the portion of
such distribution that is includible in gross income and the portion of
such distribution which is not so includible.
	 
	 	2.	 	“Eligible Retirement Plan.” An
Eligible Retirement Plan is an individual retirement account described
in Code Section 408(a), an individual retirement annuity described in
Code Section 408(b),




61









 






	 	 	 	an annuity plan described in Code Section 403(a), a qualified trust
described in Code Section 401(a) and, effective January 1, 2002, an
annuity contract described in Code Section 403(b) and an eligible
plan under Code Section 457(b) which is maintained by a state,
political subdivision of a state, or any agency or instrumentality of
a state or political subdivision of a state and which agrees to
separately account for amounts transferred into such plan from this
Plan, and which accepts the Distributee’s Eligible Rollover
Distribution. This definition of Eligible Retirement Plan shall also
apply in the case of a distribution to a surviving Spouse, or to a
Spouse or former Spouse who is the alternate payee under a qualified
domestic relations order, as defined in Code Section 414(p).
Effective January 1, 2008, an Eligible Retirement Plan also includes
a Roth individual retirement arrangement within the meaning of Code
Section 408A which accepts the Distributee’s Eligible Rollover
Distribution.
	 
	 	3.	 	“Distributee.” A Distributee includes
an Employee or former Employee. In addition, the Employee’s or former
Employee’s surviving Spouse and the Employee’s or former Employee’s
Spouse or former Spouse who is the alternate payee under a qualified
domestic relations order, as defined in Code Section 414(p), are
Distributees with regard to the interest of the Spouse or former
Spouse. Effective for distributions on and after January 1, 2007, a
Distributee includes the Participant’s non-Spouse Beneficiary.
	 
	 	4.	 	“Direct Rollover.” A Direct Rollover
is a payment by the Plan to the Eligible Retirement Plan specified by
the Distributee. In the case of a non-Spouse Beneficiary, a Direct
Rollover may be made only to an individual retirement account or
annuity described in Code Sections 408(a) or 408(b) (“IRA”) that is
established on behalf of the designated Beneficiary and that will be
treated as an inherited IRA pursuant to the provisions of Code Section
402(c)(1). Also, in this case, the determination of any minimum
required distribution under Code Section 401(a)(9) that is ineligible
for rollover shall be made in accordance with Notice 2007-7, Q&A-17 and
18.






	 	C.	 	In Kind Rollovers of Loans. If a Participant has a
Severance from Employment as a result of a divestiture of his Employer from the
Company and the Participant’s Employer no longer maintains the Plan, the
Participant shall be eligible to elect a distribution of his Nonforfeitable




62









 






	 	 	 	Account Balance. Provided that such Participant elects to make a direct
rollover of the full amount of his Nonforfeitable Account Balance to another
tax-qualified retirement plan that permits participant loans, any
outstanding loans of the Participant may be rolled over in kind to any other
tax-qualified retirement plan that will accept such rollover of loans in
kind.





     Section 6.06 LOANS TO PARTICIPANTS. Loans may be granted to any Participant who is an
Employee (except an Employee on an unpaid leave of absence) in accordance with applicable rules
under the Code and ERISA, and the provisions of this Section 6.06.




	 	A.	 	General Rules. The Plan Administrator shall establish
the procedures a Participant must follow to request a loan from his
Nonforfeitable Account Balance under the Plan. Loans shall be made available
to all Participants on a reasonably equivalent basis.
	 
	 	 	 	In no event will the total of any outstanding loan balances made to any
Participant, including any interest accrued thereon, when aggregated with
corresponding loan balances of the Participant under any other plans of the
Employer or any affiliate, exceed the lesser of 1. or 2., below:






	 	1.	 	$50,000, reduced by the excess (if any) of the
highest outstanding balance of such loans during the one-year period
ending on the day before the date any such loan is made over the
outstanding balance of such loans on the date any such loan is made; or
	 
	 	2.	 	One-half of the value of the vested portion of
the Participant’s Account. For purposes of this Section, the value of
a Participant’s Account shall be determined as of the Valuation Date
coinciding with or next preceding the date on which a properly
completed loan request is received by the Plan Administrator (or its
delegate) or the Trustee, as applicable.






	 	 	 	The minimum amount of any loan shall be $1,000 and an amount equal to the
principal amount of the loan shall be security for such loan and shall
remain in the individual’s Account.
	 
	 	B.	 	Term of Loan. The term of any loan shall be determined
by mutual agreement between the Plan Administrator or Trustee and the
Participant. Every Participant who is granted a loan shall receive a statement
of the charges and interest rates involved in each loan transaction and
periodic statements reflecting the current loan balance and all transactions
with respect to that loan to date. Except for loans used to acquire any
dwelling unit that within a reasonable time (determined at the time the loan is
made) is to be used as the principal residence of the Participant, the term of
any loan shall not exceed five years. The term of any loan that within a
reasonable time (determined at the time the loan is made) is to be used as the
principal residence of the Participant, shall be determined by the Plan
Administrator. All loans shall be amortized in level payments made not less
frequently than quarterly over the term of the loan, or in accordance with
other procedures established by the Plan Administrator.
	 
	 	C.	 	Security. Each loan made hereunder shall be evidenced
by a credit agreement with, or a note payable to the order of, the Trustee and
shall




63









 






	 	 	 	be secured by adequate collateral. Notwithstanding the foregoing sentence,
no more than one-half of the vested portion of the Participant’s
Nonforfeitable Account Balance (determined as of the Valuation Date
coinciding with or next preceding the date on which the loan is made) shall
be used to secure any loan.
	 
	 	D.	 	Interest. Each Participant loan shall be considered an
investment of the Trust, and interest shall be charged thereon at a reasonable
rate established by, or in accordance with procedures approved by, the Plan
Administrator commensurate with the interest rates then being charged by
persons in the business of lending money under similar circumstances.
Notwithstanding the foregoing sentence, if necessary, the Plan Administrator
will reduce the interest rate of an outstanding Participant loan to 6% during a
period of qualified military leave as defined in Code Section 414(u)(5), to the
extent required by the Soldiers’ and Sailors’ Civil Relief Act of 1940.
Participant loans under this Section will be considered the directed investment
of the Participant requesting such loan, and interest paid on such loan will be
allocated to the Account of the Participant-borrower.
	 
	 	E.	 	Repayment Terms.






	 	1.	 	Generally. The terms and conditions of
each loan shall be determined by mutual agreement between the Plan
Administrator or Trustee and the Participant. The Plan Administrator
shall take all necessary actions to ensure that each loan is repaid on
schedule by its maturity date, including requiring repayment of the
loan by payroll deduction whenever possible. A former Employee may not
continue to make loan payments after his Severance from Employment with
the Employer. In the event a Participant has a Severance from
Employment at a time when there is an unpaid balance of a loan against
such Participant’s Account, if the Participant does not repay the
entire unpaid balance of the loan, plus interest accrued to the date of
repayment, within 90 days of the date of his Severance from Employment,
the Trustee shall deduct the unpaid balance of the principal of such
loan or any portion thereof, and any interest accrued to the date of
such deduction, from any payment or distribution from the Trust Fund to
which such Participant or his Beneficiary or Spouse may be entitled.
If the amount of such payment or distribution is not sufficient to
repay the outstanding balance of such loan and any interest accrued
thereon, the Participant (or his estate, if applicable) shall be liable
for and shall pay any balance still due from him.
	 
	 	2.	 	Suspension of Loan Payments during Leave of
Absence. A Participant with an outstanding loan whose active
service is temporarily interrupted due to a leave of absence, either
without pay from the Employer of at a rate of pay (after income and
employment tax withholdings) that is less than the amount of the
installment payments, may suspend loan payments for a period of not
longer than one year, provided the loan is repaid by the latest






64












 






	 	 	 	date permitted under Section 72(p)(2)(B) of the Code and the
installments due after the leave ends (or, if earlier, after the
first year of the leave) must not be less than those required under
the terms of the loan when payments were suspended.
	 
	 	3.	 	Suspension of Loan Payments during
Qualified Military Leave. Loan payments shall be suspended during
a period of “qualified military service,” as defined in Code Section
414(u)(5). The duration of such period of service shall not be taken
into account in determining the maximum permissible term of the loan
under Code Section 72(p) and the regulations promulgated thereunder.
Following the Participant’s timely reemployment after a period of
qualified military service, loan payments shall resume at an amount no
less than required by the terms of the original loan, and at a
frequency such that the loan will be repaid in full during a period
that is no longer than the “latest permissible term of the loan”
(defined as latest date permitted under Code Section 72(p)(2)(B) plus
the period of suspension due to such military service).
	 
	 	4.	 	The loan amount shall be debited against the
individual’s Account and the Investment Funds on a pro-rata basis, so
that repayments of principal and interest shall be credited to such
Account and not to the Account of any other Participant. Amounts
credited under the preceding sentence shall be allocated to the
appropriate Investment Funds in accordance with the Participant’s
current investment directions.
	 
	 	5.	 	The individual shall agree at the time the loan
is made that the outstanding principal and interest on the loan at the
time the individual or his Beneficiary receives a distribution shall be
deducted from the amount otherwise distributable to such individual or
Beneficiary.






	 	F.	 	Direct Rollovers of Outstanding Loans. In the event of
a corporate transaction, the Plan Administrator shall have the authority to
cause the Plan to accept the transfer of outstanding loans.
	 
	 	G.	 	Spousal Consent. Participants are not required to
obtain spousal consent at the time the loan is made, except as follows: a
married Participant whose Account is subject to the provisions of Appendix A
(an “Inmed Participant”) or Appendix B (a “Mattatuck Participant”) of the Plan
must obtain his Spouse’s consent at the time the loan is made. Such consent
must be in writing, must acknowledge the effect of the loan, and must be
witnessed by a Plan representative or notary public. A new consent is required
if the Account balance is used for any increase in the amount of security.
Effective April 11, 2005, an Inmed Participant shall no longer be required to
obtain spousal consent to obtain a loan from the Plan.
	 
	 	H.	 	Restrictions on Loans. Prior to January 1, 2002, loans
were not permitted to be made to Shareholder-Employees or Owner-Employees. For
purposes of this requirement, a “Shareholder-Employee” means an
Employee or officer of an electing small business corporation (S Corporation)
who owns (or is considered as owning within the meaning of Code Section
318(a)(1)), on any day during the taxable year of such




65









 






	 	 	 	corporation, more than five percent of the outstanding stock of the
corporation and an “Owner-Employee” means an Employee who either (i)
owns the entire interest in an unincorporated trade or business; or (ii) in
the case of a partnership, is a partner who owns more than 10% of either the
capital interest or the profits interest in such partnership. Effective on
and after January 1, 2002, loans may be made to Shareholder-Employees and
Owner-Employees.






	 	 	 	No Participant shall have more than two loans under this Section 6.06
outstanding at the same time. All loans will be paid by payroll deduction
while the Participant is an Employee and a loan will be approved only if the
Participant has sufficient income to support the required payroll
withholdings.






	 	I.	 	Nondiscrimination. Loans will not be made available to
Highly Compensated Employees in an amount greater than the amount made
available to other Employees.






	 	J.	 	Default. The entire unpaid balance on any loan made
under this Section 6.06 and all interest due thereon shall immediately become
due and payable without further notice or demand if one of the following events
of default occurs:






	 	1.	 	The Participant fails to make any installment
payment due under the loan by the last day of the calendar quarter
following the calendar quarter in which the required installment
payment was originally due;
	 
	 	2.	 	With respect to a Participant on an unpaid
leave of absence, any payments of principal or accrued interest on the
loan remain due and unpaid for a period of one year; or
	 
	 	3.	 	A Participant incurs a Severance from
Employment with the Employer.






	 	 	 	If the unpaid balance of principal and interest on any loan is not paid at
the expiration of its term, or upon acceleration in accordance with this
Section 6.06.J., a default shall occur and the vested portion of the
Participant’s Account shall be applied in satisfaction of such loan
obligation, but only to the extent that such vested interest is then
distributable. The Plan Administrator may establish additional rules and
procedures for handling loan defaults, including, but not limited to,
restrictions on future borrowing.






	 	K.	 	Procedure. The Plan Administrator will establish
nondiscriminatory policies and procedures to administer Participant loans.





     Section 6.07 WITHDRAWALS CONSTITUTING QUALIFIED HURRICANE DISTRIBUTIONS.
Notwithstanding any other provision in the Plan to the contrary, the Plan Administrator may make a
distribution to a Participant who is a qualified individual pursuant to Section 101 of the Katrina
Emergency Relief Act of 2005, as amended and extended by Internal Revenue Service Notices 2005-92
and 2005-84 and Announcement 2005-70, that is intended to constitute a qualified hurricane
distribution as defined in Code Section 1400Q(a)(4)(A). The maximum amount of distributions
pursuant to this Section 6.07 with respect to a qualified



66









 




individual shall not exceed $100,000. Qualified hurricane distributions under this Section
6.07 of the Plan shall be entitled to favorable tax treatment under Code Section 72, shall be
allotted ratable income inclusion over three years and shall be eligible for tax-free rollover to
an eligible retirement plan within three years of the date of the qualified hurricane distribution.




     Section 6.08 SPECIAL WITHDRAWAL RULES APPLICABLE TO TRANSFER ACCOUNTS.
Notwithstanding any other Plan provision to the contrary, if the Internal Revenue Service requires
distribution to be made (or offered) with respect to any or all amounts held on behalf of a
Participant with respect to a predecessor or transferor plan, as a condition of preserving the
tax-qualified status of this Plan or of said predecessor or transferor plan, or if a court of
competent jurisdiction issues an order or decree in respect of the Plan or its fiduciaries which is
determined under relevant federal law to be enforceable, and which compels the distribution of a
Participant’s Plan interest, the Plan Administrator will be entitled to direct the prompt
distribution (or offer of distribution) of such amounts.



     Section 6.09 QUALIFIED RESERVIST DISTRIBUTIONS. Effective January 1, 2010, any
Participant who is a Qualified Reservist may withdraw the portion of his Account balance
attributable to his own Elective Deferral Contributions regardless of age or employment status to
the extent that such distribution is a “Qualified Reservist Distribution.” For purposes of this
Section 6.09, a “Qualified Reservist Distribution” is:




	 	A.	 	A distribution of Elective Deferral Contributions;
	 
	 	B.	 	Made to a Participant who is a Qualified Reservist who (by
reason of being a member of a reserve component (as defined in Section 101 of
Title 37 of the United States Code) was ordered or called to active duty for a
period in excess of 179 days or for an indefinite period; and
	 
	 	C.	 	Made during the period beginning on the date of such order or
call and ending at the close of the active duty period.





     For purposes of this Section 6.09, a “Qualified Reservist” is an individual who is a reservist
or national guardsman (as defined in 37 U.S.C. Section 101(24)) ordered or called to active duty
after September 11, 2001.



     The following special rules apply to a Qualified Reservist Distribution:




	 	D.	 	Exception from the 10% Excise Tax for Early
Withdrawals. A “Qualified Reservist Distribution” shall be exempt from the
10% excise tax under Code Section 72(t) for early withdrawals.






	 	E.	 	Qualified Reservist Distributions May Be Contributed to an
IRA. The Participant who receives a Qualified Reservist Distribution may,
at any time during the two-year period beginning on the day after the end of
the active duty period, make one or more contributions to an individual
retirement account of such individual in an aggregate amount not to exceed the
amount of such Qualified Reservist Distribution. The dollar limitations
otherwise applicable to contributions to individual retirement accounts shall
not apply to any contribution made pursuant to the preceding sentence;
provided, however, that no deduction shall be allowed for any such
contribution. In any event, the two-year period referred to above for making
re-contributions of Qualified Reservist




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	 	 	 	Distributions shall not end before the date which is two years after August
17, 2006, the date of the enactment of the Pension Protection Act of 2006
(i.e., shall not end prior to August 17, 2008). In no event shall the
Participant be permitted to re-contribute a Qualified Reservist Distribution
to this Plan.”




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ARTICLE VII

VOTING AND TENDER OF STOCK AND ESOP STOCK




     Section 7.01 VOTING OF STOCK AND ESOP STOCK. Except as provided in Section 7.04.A.,
the Trustee shall vote all shares of both Stock and ESOP Stock, including fractional shares,
allocated to a Participant’s Account in the manner directed by the Participant to whose Account
those shares are allocated, and vote all of the shares of ESOP Stock held in the Unallocated Stock
Account and any suspense account at the direction of the Committee.



     Section 7.02 TENDER OF STOCK AND ESOP STOCK. In the event any person or entity makes
a tender offer for, or a request or invitation for tenders of Stock or ESOP Stock, the Trustee
shall, except as provided in Section 7.04.B. tender or not tender all of the shares of Stock and
ESOP Stock, including fractional shares, allocated to a Participant’s Account in the manner
directed by the Participant to whose Account those shares are allocated. The Trustee shall tender
or not tender all of the shares of ESOP Stock held in the Unallocated Stock Account and any
suspense account at the direction of the Committee.



     Section 7.03 PROCEDURES FOR VOTING AND TENDER. The Committee shall establish and
maintain procedures by which Participants shall be timely notified of their right to direct the
voting and tender of Stock and ESOP Stock allocated to their Accounts and the manner in which any
such directions are to be conveyed to the Trustee, and given information relevant to making such
decision.



     Section 7.04 FAILURE BY PARTICIPANT TO VOTE OR DETERMINE TENDER.




	 	A.	 	Failure by Participant to Vote. If a Participant fails
to direct the voting or shares of Stock or ESOP Stock allocated to his Account,
the Trustee shall vote such shares of Stock or ESOP Stock pro rata in
proportion to the shares for which the Trustee has received Participant
direction.






	 	B.	 	Failure by Participant to Determine Tender. If a
Participant fails to direct the Trustee as to whether or not to tender shares
of Stock or ESOP Stock allocated to such Participant’s Account the Trustee
shall not tender such Stock and ESOP Stock allocated to such Participant’s
Account.




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ARTICLE VIII

EMPLOYER ADMINISTRATIVE PROVISIONS




     Section 8.01 ESTABLISHMENT OF TRUST. The Company or the Committee shall execute a
Trust Agreement with one or more persons or parties who shall serve as the Trustee. The Trustee so
selected shall serve as the Trustee until otherwise replaced or said Trust Agreement is terminated.
The Company or the Committee may, from time to time, enter into such further agreements with the
Trustee or other parties and make such amendments to said Trust Agreement as it may deem necessary
or desirable to carry out this Plan. Any and all rights or benefits that may accrue to a person
under this Plan shall be subject to all the terms and provisions of the Trust Agreement.



     Section 8.02 INFORMATION TO COMMITTEE, PLAN ADMINISTRATOR AND BENEFITS GROUP. Each
Employer shall supply current information to the Benefits Group as to the name, date of birth, date
of employment, annual compensation, leaves of absence, Years of Service, and date of Severance from
Employment of each Employee who is, or who will be eligible to become, a Participant under the
Plan, together with any other information that the Benefits Group considers necessary. The
Employer’s records as to the current information that the Employer furnishes to the Benefits Group
shall be conclusive as to all persons. Similarly, each Employer shall supply such information to
the Committee or the Plan Administrator.



     Section 8.03 NO LIABILITY. The Company assumes no obligation or responsibility to any
of its Employees, Participants or Beneficiaries for any act of, or failure to act, on the part of
any Committee, Plan Administrator, or the Trustee.



     Section 8.04 INDEMNITY OF COMMITTEE, PLAN ADMINISTRATOR AND BENEFITS GROUP. Each
Employer indemnifies and saves harmless the members of each Committee, the Plan Administrator, the
Benefits Group, any committee of the Board and each of them individually, from and against any and
all loss (including reasonable attorneys’ fees and costs of defense) resulting from liability to
which any such Committee, Plan Administrator, Benefits Group or the members of a committee, may be
subjected by reason of any act or conduct (except willful misconduct or gross negligence) in their
official capacities in the administration of the Trust or this Plan or both, including all expenses
reasonably incurred in their defense, in case the Employer fails to provide such defense. The
indemnification provisions of this Section 8.04 shall not relieve any members of the Committee,
Plan Administrator or Benefits Group from any liability he or it may have under ERISA for breach of
a fiduciary duty to the extent such indemnification is prohibited by ERISA. Furthermore, the
Committee, Plan Administrator, Benefits Group and the Employer may execute a letter agreement
further delineating the indemnification agreement of this Section 8.04, provided the letter
agreement must be consistent with and shall not violate ERISA.



     Section 8.05 INVESTMENT FUNDS. The Plan Administrator and the Trustee shall establish
certain investment funds (the “Investment Funds”), rules governing the administration of
the Investment Funds, and procedures for directing the investment of Participant Accounts among the
Investment Funds. The Investment Funds are set forth in Appendix C, as it may be amended from time
to time. The Trustee shall invest and reinvest the principal and income of each Account in the
Trust Fund as required by ERISA and as directed by Participants. In addition, effective as of
January 1, 2009, the Plan Administrator shall select a “default” Investment Fund. If a Participant
fails to direct the investment of his Account among the Investment Funds, the Participant’s Account
shall be invested in the default Investment Fund. Further, unless and until a Participant directs
the investment of his Account among the Investment Funds, Elective Deferral Contributions made
pursuant to Section 3.02.C. shall be invested in the default Investment Fund. The default
Investment Fund will satisfy the



70









 




requirements of the regulations prescribed by the Secretary of Labor under Section 404(c)(5)
of ERISA. The Plan Administrator, Committee and Employer reserve the right to change the
investment options available under the Plan and the rules governing investment designations at any
time and from time to time; provided, however, that, effective on and after January 1, 2009, there
will always be a default Investment Fund that satisfies the requirements of the regulations
prescribed by the Secretary of Labor under Section 404(c)(5) of ERISA.




     Notwithstanding the foregoing, the Trustee is specifically authorized to maintain the
“Employer Common Stock Fund” as one of the Investment Funds available to Participants under
the Plan. The Employer Common Stock Fund shall consist of Stock of the Company and cash or cash
equivalents needed to meet obligations of such fund or for the purchase of Stock of the Company.
One of the purposes of the Plan is to provide Participants with ownership interests in the Company
through the purchase of common shares of the Company. To the extent practicable, all available
assets of the Employer Common Stock Fund shall be used to purchase Stock, which shall be held by
the Trustee and allocated to Participant Accounts until distribution in kind or sale for
distribution of cash to Participants or Beneficiaries or until disposition is required to implement
changes in investment designations. In addition to the Employer Common Stock Fund, all or any
portion of the remaining Trust Fund may consist of Stock. The Trustee may acquire or dispose of
Stock as necessary to implement Participant directions and may net transactions within the Trust
Fund. In addition, when acquiring Stock, the Trustee may acquire Stock directly from the Company
or on the open market as necessary to effect Participant directions. In either case, the price
paid for such Stock shall not exceed the fair market value of the Stock. The fair market value of
the Stock acquired directly from the Company shall mean the mean between the high and low bid and
ask prices as reported by the New York Stock Exchange on the date of such transaction.



     Each Investment Fund (other than the Employer Common Stock Fund) shall be established by the
Trustee at the direction or with the concurrence of the Plan Administrator. Investment Funds may,
as so determined, consist of preferred and common stocks, bonds, debentures, negotiable instruments
and evidences of indebtedness of every kind and form, or in securities and units of participation
issued by companies registered under the Investment Companies Act of 1940, master limited
partnerships or real estate investment trusts, or in any common or collective fund established or
maintained for the collective investment and reinvestment of assets of pension and profit sharing
trusts that are exempt from federal income taxation under the Code, or any combination of the
foregoing. The Trustee shall hold, manage, administer, invest, reinvest, account for and otherwise
deal with the Trust Fund and each separate Investment Fund as provided in the Trust Agreement.



     Anything in the Plan or Trust Agreement to the contrary notwithstanding, the Trustee shall not
sell, alienate, encumber, pledge, transfer or otherwise dispose of, or tender or withdraw, any
Stock held by it under the Trust Agreement, except (i) as specifically provided for in the Plan or
(ii) in the case of a “Tender Offer” as directed in writing by a Participant (or
Beneficiary, where applicable) on a form provided or approved by the Committee and delivered to the
Trustee. For the purposes hereof, a Tender Offer shall mean any offer for, or request for or
invitation for tenders of, or offer to purchase or acquire, any Stock that is directed generally to
shareholders of the Employer or any transaction that may be defined as a Tender Offer under rules
or regulations promulgated by the Securities and Exchange Commission. To the extent that any money
or other property is received by the Trustee as a result of a tender of Stock not prohibited by the
preceding sentence, such money or property shall be allocated to such other Investment Fund(s) as
directed by the Participants in whose Account the Stock so tendered were held.



71









 





     Section 8.06 EMPLOYEE STOCK OWNERSHIP PLAN. The Employer Common Stock Fund is an
Employee Stock Ownership Plan (“ESOP”) within the meaning of Code Section 4975(e). All dividends
paid with respect to shares of Company Stock held in the Trust shall (i) be retained by the Trustee
and added to the corpus of the Trust and the Employer Common Stock Fund, (ii) be paid in cash
directly to Plan Participants, Former Participants and Beneficiaries, or (iii) be paid to the
Trustee and distributed in cash to Participants, Former Participants and Beneficiaries not later
than 90 days after the close of the Plan Year in which the dividend was paid. The Committee or
Plan Administrator shall determine, in its sole discretion, whether dividends will be paid directly
to Participants, Former Participants and Beneficiaries or will be paid to the Trustee for
distribution within 90 days after the close of the Plan Year in which the dividend was paid. In
the event of a distribution or payment of dividends to Participants, Former Participants and
Beneficiaries, each Participant, Former Participant and Beneficiary of a deceased Participant shall
receive the dividends paid on the shares of Company Stock allocated to his Account in the Plan on
the dividend record date. Each Participant, Former Participant and Beneficiary with an account in
the ESOP portion of the Plan shall be permitted to elect whether to have the dividends allocable to
the shares of Company Stock held in his Account payable in cash or deposited to his Account in the
ESOP portion of the Plan and reinvested in shares of the Company’s Stock. In the event a
Participant, Former Participant or Beneficiary fails to make an election, dividends will be
reinvested in the ESOP portion of the Plan. The Plan Administrator shall establish procedures for
the election to be offered to Participants, Former Participants and Beneficiaries that satisfy the
following requirements:




	 	A.	 	Participants, Former Participants and Beneficiaries must shall
be given a reasonable opportunity in which to make the election before the
dividends are paid or distributed to them;






	 	B.	 	Participants, Former Participants and Beneficiaries shall be
given a reasonable opportunity to change their elections at least annually; and






	 	C.	 	If there is a change in the Plan terms governing the manner in
which the dividends are paid or distributed, Participants, Former Participants
and Beneficiaries shall be given a reasonable opportunity to make elections
under the new Plan terms before the first dividends subject to such new Plan
terms are paid or distributed.





     Notwithstanding the foregoing, if a Participant receives a hardship withdrawal under Section
6.01 of the Plan, such Participant must receive any dividends payable with respect to his interest
in the ESOP portion of the Plan in cash. In addition, notwithstanding anything to the contrary in
Section 4.01 of the Plan, a Participant shall always be treated as fully vested in dividends
payable with respect to his interest in the ESOP portion of the Plan without regard to whether or
not such Participant is fully vested in his Account in the Plan and the shares of Company Stock
allocable to the Participant’s Account and on which such dividends are paid. The provisions of
this Section 8.06 are intended to satisfy the requirements in Code Section 404(k)(2)(A)(iii)
regarding the deductibility of dividends paid with respect to employer securities held by an
employee stock ownership plan. Any modification or amendment of the Plan may be made
retroactively, as necessary or appropriate, to meet any requirement of Code Section 404(k). The
election provided under this Section is available only to the extent that the Company may deduct
dividends paid with respect to employer securities held by the Employer Common Stock Fund under
Code Section 404(k).






ARTICLE IX

PARTICIPANT ADMINISTRATIVE PROVISIONS






72









 





     Section 9.01 PERSONAL DATA TO PLAN ADMINISTRATOR AND BENEFITS GROUP. Each Participant
and each Beneficiary of a deceased Participant must furnish to the Plan Administrator and/or
Benefits Group such evidence, data or information as the Plan Administrator and/or Benefits Group
considers necessary or desirable for the purpose of administering the Plan. The provisions of this
Plan are effective for the benefit of each Participant upon the condition precedent that each
Participant will furnish promptly full, true and complete evidence, data and information when
requested by the Plan Administrator and/or Benefits Group, provided the Plan Administrator and/or
Benefits Groups shall advise each Participant of the effect of his failure to comply with its
request.



     Section 9.02 ADDRESS FOR NOTIFICATION. Each Participant and each Beneficiary of a
deceased Participant shall file with the Benefits Group, from time to time, in writing, or
otherwise notify the Benefits Group (in accordance with its rules and procedures) of, his post
office address and any change of post office address. Any communication, statement or notice
addressed to a Participant, or Beneficiary, at his last post office address filed with the Benefits
Group, or as shown on the records of the Employer, shall bind the Participant, or Beneficiary, for
all purposes of this Plan.



     Section 9.03 ASSIGNMENT OR ALIENATION. Subject to Code Section 414(p) relating to
qualified domestic relations orders, neither a Participant nor a Beneficiary shall anticipate,
assign or alienate (either at law or in equity) any benefit provided under the Plan, and the
Trustee shall not recognize any such anticipation, assignment or alienation. Furthermore, a
benefit under the Plan is not subject to attachment, garnishment, levy, execution or other legal or
equitable process.



     Section 9.04 NOTICE OF CHANGE IN TERMS. The Plan Administrator, within the time
prescribed by ERISA and the applicable regulations, shall furnish all Participants and
Beneficiaries a summary description of any material amendment to the Plan or notice of
discontinuance of the Plan and all other information required by ERISA to be furnished without
charge.



     Section 9.05 PARTICIPANT DIRECTION OF INVESTMENT. The Plan Administrator and the
Trustee shall establish rules governing the administration of Investment Funds and procedures for
Participant direction of investment, including rules governing the timing, frequency and manner of
making investment elections. Subject to the default Investment Fund requirement in Section 8.05,
the Plan Administrator, Committee, and Company reserve the right to change the investment options
available under the Plan and rules governing investment designations from time to time. Nothing in
this or any other provision of the Plan shall require the Trustee, the Employer, the Committee, or
the Plan Administrator to implement Participant investment directions or changes in such
directions, or to establish any procedures, other than on an administratively practicable basis, as
determined by the Plan Administrator in its discretion.



     Each Participant shall, in accordance with procedures established by the Plan Administrator,
Committee and the Trustee, direct that his Account and contributions thereto attributable to
Elective Deferral Contributions, After-Tax Contributions, Catch-Up Contributions, Roth Elective
Deferral Contributions, and Rollover Contributions, if any, be invested and reinvested in any one
or more of the Investment Funds. The investment of any such monies shall be subject to such
restrictions as the Plan Administrator may determine, in its sole discretion, to be advisable or
necessary under the circumstances. Moreover, in accordance with procedures established by the
Trustee and agreed to by the Plan Administrator or Benefits Group, Participants may, when
administratively practicable, be permitted to change their current and prospective investment
designations through telephone, “on-line” or similar instructions to



73









 




the Trustee or its authorized agent on a frequency established under such procedures, as in
effect from time to time. The Investment Funds available Participants are listed in Appendix C, as
the Plan Administrator may it amend from time to time.




     The exercise of investment direction by a Participant will not cause the Participant to be a
fiduciary solely by reason of such exercise, and neither the Trustee nor any other fiduciary of
this Plan will be liable for any loss or any breach that results from the exercise of investment
direction by the Participant. The investment designation procedures established under the Plan
shall be and are intended to be in compliance with the requirements of ERISA Section 404(c) and the
regulations thereunder. Notwithstanding the foregoing, to the extent that a Participant or
Beneficiary is entitled to direct the Trustee as to the investment of all or a portion of his
Account among the Investment Funds available under the Plan, the Participant or Beneficiary shall
be acting as a “named fiduciary” within the meaning of ERISA Section 403(a)(1); provided that, if
by reason of the Participant’s or Beneficiary’s exercise of independent control over the assets in
his Account, a particular transaction satisfies the requirements for relief under ERISA Section
404(c), the Participant or Beneficiary shall not be deemed a fiduciary, named or otherwise, with
respect to such transaction and no other person who is otherwise a fiduciary shall be liable for
any loss, or by reason of any breach, that results from the Participant’s or Beneficiary’s exercise
of independent control pursuant to such transaction.



     In no event shall Participants be permitted to direct that any portion of their Accounts
and/or any additional contributions be invested in the Employer Common Stock Fund until the
Employer, the Plan, the Trustee and all other relevant parties have fully complied with such
requirements, including, but not limited to, federal and state securities laws, as the Committee
has determined to be applicable. The Committee may restrict the ability of any person covered
under Section 16 of the Securities Exchange Act of 1934, as amended, or any other corporate insider
of the Employer to direct the investment of his Account in the Employer Common Stock Fund.
Notwithstanding any provision to the contrary, the Committee and the Trustee may, in their sole
discretion and where the terms of any relevant investment contracts, regulated investment companies
or pooled or group trusts so require, impose special terms, conditions and restrictions upon a
Participant’s right to direct the investment in, or transfer into or out of, such contracts,
companies or trusts, or the timing or terms applicable to such transaction. Notwithstanding the
foregoing, Participants, Former Participants and Beneficiaries under the Plan shall be permitted to
change their investment direction both as to future contributions to the Plan, if any, and with
respect to existing Account balances at any time. Accordingly, there are no restrictions on the
rights of a Participant, Former Participant or Beneficiary to diversify any amounts credited to his
Account within the Employer Common Stock Fund.



     Section 9.06 CHANGE OF INVESTMENT DESIGNATIONS. Each Participant who is entitled to
direct the investment of additional contributions to be allocated to his Account in accordance with
Section 9.05 hereof may select how such additional contributions are to be invested. Such
investment directions shall be made in accordance with applicable rules or procedures established
by the Trustee, Plan Administrator and Benefits Group.



     Each Participant may prospectively re-elect how those amounts then held in his Account are to
be reinvested in the various Investment Funds until otherwise changed or modified. Such investment
directions shall be made in accordance with applicable rules or procedures established by the
Trustee, Plan Administrator and Benefits Group.



     Notwithstanding any provision to the contrary, the Committee or the Plan Administrator may, in
its sole discretion and where the terms of any relevant investment contracts, regulated investment
companies or pooled or group trusts so require, or where ERISA fiduciary obligations and
considerations so merit, impose special terms, conditions and restrictions upon a Participant’s
right to direct the investment in, or transfer into or out of, such contracts, companies or trusts.



74









 





     Section 9.07 TRANSFERS AMONG INVESTMENTS. Subject to the rules and requirements found
in the prospectus of each Investment Fund and the procedures established by the Plan Administrator,
a Participant may transfer amounts, other than amounts derived from Matching Contributions and
Profit Sharing Contributions (unless such amounts are subject to diversification requirements) from
an Investment Fund, in even multiples of one percent of the amount held in any such Investment
Fund, to any other Investment Fund effective as of any Valuation Date. A transfer shall be
effected by electronic or telephonic instruction. Such election shall be effective as soon as
administratively practicable.



     Section 9.08 INVESTMENT OF PARTICIPATING EMPLOYER CONTRIBUTIONS.




	 	A.	 	Matching Contributions. All Matching Contributions
shall be invested in Stock, and subject to the rules of Section 9.07, in the
case of a Participant who has experienced a Severance from Employment, shall
not be transferred to any other Investment Fund available under the Plan until
such time as a Participant becomes eligible to make a diversification election
with respect to such contributions.






	 	B.	 	Profit Sharing Contributions.






	 	1.	 	Contributions Made On or Before September
30, 2004. Profit Sharing Contributions made on or before September
30,2004 shall initially be invested at the discretion of the Plan
Administrator in one or more Investment Funds described in Appendix C.
Thereafter (subject to the diversification limitations in Section 9.10,
if contributions are invested in Stock), a Participant may transfer
amounts from an Investment Fund subject to the rules of Section 9.07.
Furthermore, subject to the rules of Section 9.07, in the case of a
Participant who has experienced a Severance from Employment, Profit
Sharing Contributions shall not be transferred to any other Investment
Fund available under the Plan.
	 
	 	2.	 	Contributions Made On or After October 1,
2004. Effective October 1, 2004, all Profit Sharing Contributions
shall be invested in Stock. Thereafter, subject to the rules of
Section 9.07, in the case of a Participant who has experienced a
Severance from Employment, such contributions shall not be transferred
to any other Investment Fund available under the Plan until such time
as a Participant becomes eligible to make a diversification election
with respect to such Contributions pursuant to Section 9.10.





     Section 9.09 QUALIFIED MATCHING AND QUALIFIED NON-ELECTIVE CONTRIBUTIONS. All
Qualified Matching Contributions and Qualified Non-elective Contributions shall be invested in
Stock and, subject to the rules of Section 9.07, in the case of a Participant who has experienced a
Severance from Employment, shall not be transferred to any other Investment Fund available under
the Plan until such time as a Participant becomes eligible to make a diversification election with
respect to such contributions pursuant to Section 9.10.



     Section 9.10 ESOP DIVERSIFICATION ELECTION.



75









 






	 	A.	 	On or before September 30, 2004, each Participant who has
reached age 55 and completed at least 10 years of participation in the ESOP
component of the Plan shall be eligible to direct the Trustee, in accordance
with a procedure established by the Committee, as to the investment of up to
100% of the value of the Participant’s Account that is attributable to
Matching, Qualified Matching, Qualified Non-elective and Profit Sharing
Contributions and invested in the ESOP Stock Fund (and that was contributed to
the Plan after December 31, 1986), reduced by the amount previously diversified
in accordance with this Section. A Participant’s election shall be in writing
and shall be made within 90 days after the close of each Plan Year in the
Participant’s qualified election period (as defined in Section 401(a)(28) of
the Code). The Committee shall adopt a procedure that is uniformly applicable
to all eligible Participants and under which each eligible Participant may
direct the Trustee to transfer the applicable portion of the Participant’s
Stock Account to at least three available investment options. In lieu of
providing such investment options, the Plan shall permit the Participant (with
his Spouse’s consent, if applicable) to receive a distribution of that portion
of the Participant’s Account that is subject to the above election within 90
days after the last day of the period during which the election can be made.
In lieu of providing such investment options, the Plan shall permit the
Participant (with his Spouse’s consent, if applicable) to receive a
distribution of that portion of the Participant’s Account that is subject to
the above election within 90 days after the last day of the period during which
the election is made.
	 
	 	B.	 	Effective October 1, 2004, on the earlier to occur of a
Participant’s (i) attainment of age 50 or (ii) becoming 100% vested in the
portion of his Account that is attributable to Matching, Qualified Matching,
Qualified Non-elective and/or Profit Sharing Contributions, as applicable, such
Participant shall be eligible to direct the Trustee, in accordance with a
procedure established by the Committee, as to the investment of up to 100% of
the value of the portion of the Participant’s vested Account that is
attributable to such Matching, Qualified Matching, Qualified Non-elective and
Profit Sharing Contributions and invested in the ESOP Stock Fund (and that was
contributed to the Plan after December 31, 1986), reduced by the amount
previously diversified in accordance with this Section. The Committee shall
adopt a procedure that is uniformly applicable to all eligible Participants and
under which each Participant may direct the Trustee to transfer the applicable
portion of the Participant’s Stock Account to at least three available
investment options.
	 
	 	C.	 	Effective January 1, 2007, a Participant who is not otherwise
eligible to direct the Trustee, in accordance with a procedure established by
the Committee, as to the investment of up to 100% of the value of the portion
of the Participant’s vested Account that is attributable to such Matching,
Qualified Matching, Qualified Non-elective and Profit Sharing Contributions and
invested in the ESOP Stock Fund in accordance with Section 9.10.B., but that
has completed three (3) Years of Service shall be eligible to direct the
Trustee, in accordance with a procedure established by the Committee, as to the
investment of up to 100% of the value of the portion of the Participant’s
Account that is attributable to Matching, Qualified Matching, Qualified
Non-elective and Profit Sharing




76









 






	 	 	 	Contributions and invested in the ESOP Stock Fund. With respect to the
portion of such a Participant’s Account that is attributable to Matching,
Qualified Matching, Qualified Non-elective and Profit Sharing Contributions
that were invested in the ESOP Stock Fund before January 1, 2007, except
with respect to a Participant who has attained age 55 and completed at least
three (3) Years of Service before January 1, 2006, the preceding sentence
shall only apply to the “applicable percentage” of the ESOP Stock Fund. The
applicable percentage is: (i) for the Plan Year beginning January 1, 2007,
33%, (ii) for the Plan Year beginning January 1, 2008, 66%, and (iii) for
the Plan Year beginning January 1, 2009, 100%. The Committee shall adopt a
procedure that is uniformly applicable to all eligible Participants and
under which each Participant may direct the Trustee to transfer the
applicable portion of the Participant’s Stock Account to at least three
available investment options.





     Section 9.11 LITIGATION AGAINST THE TRUST. If any legal action filed against the
Trustee, the Employer, Plan Administrator, or any Committee, or against any member or members of
any Committee, by or on behalf of any Participant or Beneficiary, results adversely to the
Participant or to the Beneficiary, the Trustee shall reimburse itself, the Employer, the Plan
Administrator, or any Committee, or any member or members of any Committee, all costs and fees
expended by it or them by surcharging all costs and fees against the sums payable under the Plan to
the Participant or to the Beneficiary, but only to the extent a court of competent jurisdiction
specifically authorizes and directs any such surcharges and only to the extent Code Section
401(a)(13) does not prohibit any such surcharges.



     Section 9.12 INFORMATION AVAILABLE. Any Participant in the Plan or any Beneficiary
may examine copies of the Plan, the Trust, the Plan description, the latest annual report, any
bargaining agreement, contract or any other instrument under which the Plan was established or is
operated. The Company will maintain all of the items listed in this Section 9.12 in its offices,
or in such other place or places as it may designate from time to time in order to comply with the
regulations issued under ERISA, for examination during reasonable business hours. Upon the written
request of a Participant or Beneficiary, the Plan Administrator shall furnish him with a copy of
any item listed in this Section 9.12. The Plan Administrator may make a reasonable charge to the
requesting person for the copy so furnished.



     Section 9.13 PRESENTING CLAIMS FOR BENEFITS. Any Participant, alternate payee,
Beneficiary, contingent Beneficiary, Spouse or other individual believing himself or herself to be
entitled to benefits under the Plan shall file a written claim for benefits with the Benefits
Group. The Benefits Group shall decide such claim. Within 90 days after receipt of such claim for
benefits by the Benefits Group, the Benefits Group shall determine the claimant’s right to the
benefits claimed and shall give said claimant written notice of the decision and, if the claim is
denied in whole or in part, the written notice shall set forth in a manner calculated to be
understood by the claimant: (1) the specific reason or reasons for the denial; (2) specific
reference to pertinent Plan provisions on which the denial is based; (3) a description of any
additional material or information necessary for the claimant to perfect the claim and an
explanation of why such material or information is necessary; (4) an explanation of the Plan’s
appeal procedure and the applicable time limits; and (5) a statement of the claimant’s right to
bring a civil action under ERISA following an adverse benefit determination on review, if
applicable. Such notice shall be sent by certified mail, return receipt requested, to the address
of the claimant filing the claim as it appears in the books and records of the claimant’s Employer,
or at such other address as the claimant may direct.



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     Under special circumstances, as provided by regulation, the Benefits Group is allowed an
additional period of not more than 90 days (180 days in total) within which to notify the claimant
of the decision.



     Section 9.14 APPEAL PROCEDURE FOR DENIAL OF BENEFITS.




	 	A.	 	Filing of Appeal. Within 60 days after receipt of a denial of a claim
for benefits, the claimant or his duly authorized representative may file a written
appeal with the Plan Administrator. The claimant or his duly authorized representative
may review and receive copies of Plan documents, records and other information relevant
to his claims.
	 
	 	B.	 	Hearing. The claimant may request that a hearing be held either in
person or by conference call. The Plan Administrator, in its sole and absolute
discretion, shall determine whether to grant the request for a hearing. If a hearing
is held, the claimant and/or his duly authorized representative, shall be entitled to
present to the Plan Administrator all facts, evidence, witnesses and/or legal arguments
which the claimant feels are necessary for a full and fair review of his claim. The
Plan Administrator may have counsel present at said hearing and shall be entitled to
call such individuals as witnesses, including the claimant, as it feels are necessary
to fully present all of the facts of the matter. The terms and conditions pursuant to
which any such hearing may be conducted, and any evidentiary matters, shall be
determined by the Plan Administrator in its sole discretion.
	 
	 	C.	 	Ruling. The Plan Administrator shall issue a written ruling with
regard to the appeal and, if the appeal is denied in whole or in part, the ruling shall
be written in a manner calculated to be understood by the claimant and shall set forth:
(i) the specific reason or reasons for the denial; (ii) specific reference to
pertinent plan provisions on which the denial is based; (iii) a statement that the
claimant is entitled to receive, upon request and free of charge, reasonable access to
and copies of, all documents, records and other information relevant to the claimant’s
claim for benefits, and (iv) a statement of the claimant’s right to bring action under
ERISA, if applicable. Such written opinion shall be mailed to the claimant as set
forth in Section 9.13. If no hearing is held, the written decision of the Plan
Administrator shall be made within 60 days (or 120 days if, as provided by regulation,
special circumstances require an extension of time for processing) after receipt of the
written appeal and, if a hearing is held, within 120 days after receipt of the written
appeal.
	 
	 	D.	 	Designation of Plan Administrator. Any appeal of a claim denial may be
determined by the Plan Administrator as a whole or may be determined by a committee of
one or more members of the Plan Administrator designated by the Plan Administrator to
determine such claim. A decision by a majority of the members of the Plan
Administrator or designated committee shall be final, conclusive and binding on all
parties involved.





     Section 9.15 CLAIMS INVOLVING BENEFITS RELATED TO DISABILITY. The provisions of this
Section 9.15 are effective for Disability claims filed on or after July 1, 2002. Notwithstanding
the provisions of Section 9.15, the Benefits Group and Plan Administrator shall comply with and
follow the applicable Department of Labor Regulations for claims involving a determination of
Disability or benefits related to Disability, including, but not limited to:



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	 	A.	 	The Benefits Group shall advise a claimant of the Plan’s
adverse benefit determination within a reasonable period of time, but not later
than 45 days after receipt of the claim by the Plan. If the Benefits Group
determines that due to matters beyond control of the Plan, such decision cannot
be reached within 45 days, an additional 30 days may be provided and the
Benefits Group shall notify the claimant of the extension prior to the end of
the original 45-day period. The 30-day extension may be extended for a second
30-day period, if before the end of the original extension, the Benefits Group
determines that due to circumstances beyond the control of the Plan, a decision
cannot be rendered within the extension period.
	 
	 	B.	 	Claimants shall be provided at least 180 days following receipt
of benefit denial in which to appeal such adverse determination.
	 
	 	C.	 	The Plan Administrator shall review the claimant’s appeal and
notify the claimant of its determination within a reasonable period of time,
but not later than 45 days after receipt of the claimant’s request for review.
Should the Plan Administrator determine that special circumstances (such as the
need to hold a hearing) require an extension of time for processing the appeal,
the Plan Administrator shall notify the claimant of the extension before the
end of the initial 45 day period. Such an extension, if required, shall not
exceed 45 days.
	 
	 	D.	 	All claims for benefits under the Plan or other claims related
thereto must be made within one year of the date the claimant became entitled
thereto or, if later, knew or should have known that such claim existed.





     Section 9.16 USE OF ALTERNATIVE MEDIA. The Committee, Plan Administrator and Benefits
Group may include in any process or procedure for administering the Plan, the use of alternative
media, including, but not limited to, telephonic, facsimile, computer or other such electronic
means as available. Use of such alternative media shall be deemed to satisfy any Plan provision
requiring a “written” document or an instrument to be signed “in writing” to the extent permissible
under the Code, ERISA and applicable regulations.



     Section 9.17 STATUTE OF LIMITATIONS FOR CIVIL ACTIONS. For purposes of filing any
civil action against the Plan upon the exhaustion of all other available administrative remedies,
including under Section 502(a) of ERISA, legal action may be brought no later than one year from
the date of completion of the Plan’s claims appeal process, or if earlier, one year from the date
the claimant knew or should have known that such claim existed.



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ARTICLE X

ADMINISTRATION OF THE PLAN




     Section 10.01 ALLOCATION OF RESPONSIBILITY AMONG FIDUCIARIES FOR PLAN AND TRUST
ADMINISTRATION. The Fiduciaries shall have only those powers, duties, responsibilities and
obligations as are specifically given to them under this Plan and the Trust. The Employers shall
have the sole responsibility for making the contributions provided for under Article III. The
Board shall have the sole authority to appoint and remove members of the Committee, and to
terminate, in whole or in part, this Plan or the Trust. The Board and the Committee shall have
the authority to appoint and remove the Trustee. Effective January 1, 2008, the Committee shall
have the final responsibility for the administration of the Plan, which responsibility is
specifically described in this Plan and the Trust, and shall be the “Plan Administrator”, as
defined in ERISA, and a named fiduciary of the Plan. Prior to January 1, 2008, the Company was the
“Plan Administrator”, as defined in ERISA, and a named fiduciary of the Plan. The Committee shall
have the specific delegated powers and duties described in the further provisions of this Article X
and such further powers and duties as hereinafter may be delegated to it by the Board. The Trustee
shall have the sole responsibility for the administration of the Trust and the management of the
assets held under the Trust, all as specifically provided in the Trust. Effective January 1, 2009,
the Trustee shall be responsible to ensure that contributions are made to the Trust only to the
extent required by the terms of the Trust or applicable law. Each Fiduciary warrants that any
directions given, information furnished, or action taken by it shall be in accordance with the
provisions of this Plan and the Trust, authorizing or providing for such direction, information or
action. Furthermore, each Fiduciary may rely upon any such direction, information or action of
another Fiduciary as being proper under this Plan and the Trust, and is not required under this
Plan or the Trust to inquire into the propriety of any such direction, information or action. It
is intended under this Plan and the Trust that each Fiduciary shall be responsible for the proper
exercise of its own powers, duties, responsibilities and obligations under this Plan and the Trust
and shall not be responsible for any act or failure to act of another Fiduciary. No Fiduciary
guarantees the Trust Fund in any manner against investment loss or depreciation in asset value.
The Committee shall determine the extent to which shares purchased with the proceeds of an ESOP
Loan may or may not be pledged to secure the Plan’s indebtedness under the ESOP Loan and, as
required under the Code, the shares shall otherwise be held unallocated by the Plan in a suspense
account.



     Section 10.02 APPOINTMENT AND REMOVAL OF COMMITTEE. The Committee shall consist of
three or more persons shall be appointed by and serve at the pleasure of the Board to assist in the
administration of the Plan. In the event of any vacancies on any Committee, the remaining
Committee member(s) then in office shall constitute the Committee and shall have full power to act
and exercise all powers of the Committee as described in this Article X. All usual and reasonable
expenses of the Committee may be paid in whole or in part by the Employer, and any expenses not
paid by the Employer shall be paid by the Trustee out of the principal or income of the Trust Fund.
Any members of the Committee who are Employees shall not receive compensation with respect to
their services for the Committee.



     Any Committee member may resign by giving written notice to the Board, which shall be
effective 30 days after delivery. Notwithstanding the foregoing, any Committee member who is an
Employee shall be deemed to have resigned from the Committee effective with his Severance from
Employment. A Committee member may be removed by the Board upon written notice to such Committee
member, which notice shall be effective upon delivery. The Board shall promptly select a successor
following the resignation or removal of a Committee member if necessary to maintain a Committee of
at least three members.



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     Section 10.03 COMMITTEE PROCEDURES. The Committee may act at a meeting or in writing
without a meeting. The Committee may elect one of its members as chairperson, appoint a secretary,
who may or may not be a Committee member, and advise the Trustee and Board of all relevant actions.
The secretary shall keep a record of all meetings and forward all necessary communications to the
Board, Plan Administrator, Employer, or the Trustee, as appropriate and each Committee shall report
its activities at least annually to the Compensation Committee of the Board. The Committee may
adopt such bylaws and regulations as it deems desirable for the conduct of its affairs. All
decisions of the Committee shall be made by the vote of the majority then in office, including
actions in writing taken without a meeting. No member of the Committee who is a Participant in the
Plan shall vote upon any matter affecting only his Account. A dissenting Committee member who,
within a reasonable time after he has knowledge of any action or failure to act by the majority,
registers his dissent in writing delivered to the other Committee members, the Employer and the
Trustee, shall not be responsible for any such action or failure to act.



     Section 10.04 RECORDS AND REPORTS. The Plan Administrator, on behalf of the
Committee, shall exercise such authority and responsibility as it deems appropriate in order to
comply with ERISA and governmental regulations issued thereunder relating to records of
Participant’s Service, Account balances and the percentage of such Account balances that are
Nonforfeitable under the Plan; notifications to Participants; annual registration with the Internal
Revenue Service; and annual reports to the Department of Labor.



     Section 10.05 OTHER COMMITTEE POWERS AND DUTIES. The Committee shall have one or more
of the following powers and duties, as designated in the applicable Committee Charter and bylaws:




	 	A.	 	To determine the rights of eligibility of an Employee to
participate in the Plan, the value of a Participant’s Account, and the
Nonforfeitable percentage of each Participant’s Account;
	 
	 	B.	 	To adopt rules of procedure and regulations necessary for the
proper and efficient administration of the Plan, provided the rules are not
inconsistent with the terms of this Plan and the Trust;
	 
	 	C.	 	To construe and enforce the terms of the Plan and the rules and
regulations it adopts, including the discretionary authority to interpret the
Plan documents, documents related to the Plan’s operation, and findings of
fact;
	 
	 	D.	 	To direct the Trustee with respect to the crediting and
distribution of the Trust;
	 
	 	E.	 	To review and render decisions respecting a claim for (or
denial of a claim for) a benefit under the Plan;
	 
	 	F.	 	To furnish the Employer with information that the Employer may
require for tax or other purposes;
	 
	 	G.	 	To engage the service of agents whom it may deem advisable to
assist it with the performance of its duties;
	 
	 	H.	 	To engage the services of an Investment Manager or Investment
Managers (as defined in ERISA Section 3(38)), each of whom shall have full
power and authority to manage, acquire or dispose (or direct the




81









 






	 	 	 	Trustee with respect to acquisition or disposition) of any Plan asset under
its control; and






	 	I.	 	As permitted by the Employee Plans Compliance Resolution System
(“EPCRS”) issued by the Internal Revenue Service (“IRS”), as in effect from
time to time, (i) to voluntarily correct any Plan qualification failure,
including, but not limited to, failures involving Plan operation, impermissible
discrimination in favor of highly compensated employees, the specific terms of
the Plan document, or demographic failures; (ii) implement any correction
methodology permitted under EPCRS; and (iii) negotiate the terms of a
compliance statement or a closing agreement proposed by the IRS with respect to
correction of a plan qualification failure.
	 
	 	J.	 	To delegate such of its duties, authority and obligations
hereunder to the Plan Administrator, corporate staff, existing committees of
Company or its Board, subcommittees it may form, or third party providers as it
may, in its discretion, determine necessary, advisable or useful.





     Section 10.06 RULES AND DECISIONS. The Committee and/or Plan Administrator may adopt
such rules as it deems necessary, desirable or appropriate. All rules and decisions of the
Committee and/or Administrator shall be uniformly and consistently applied to all Participants in
similar circumstances. When making a determination or calculation, the Committee and/or
Administrator shall be entitled to rely upon information furnished by a Participant or Beneficiary,
the Employer, the legal counsel of the Employer, or the Trustee.



     Section 10.07 APPLICATION AND FORMS FOR BENEFITS. The Plan Administrator may require
a Participant or Beneficiary to complete and file with the Benefits Group and/or the Trustee an
application for a benefit and all other forms approved by the Benefits Group, and to furnish all
pertinent information requested by the Benefits Group and Trustee. The Benefits Group and Trustee
may rely upon all such information so furnished to it, including the Participant’s or Beneficiary’s
current mailing address.



     Section 10.08 APPOINTMENT OF PLAN ADMINISTRATOR. The Committee may appoint an
individual(s) or entity to act as the Plan Administrator and may remove such person as Plan
Administrator at any time. The Committee shall supervise the day-to-day administration of the Plan
by the Plan Administrator.



     Section 10.09 PLAN ADMINISTRATOR. Unless an individual Administrator is appointed by
the Committee, the Financial Benefit Plan Committee or Benefits Vice President and Staff shall act
as the Plan Administrator. The Plan Administrator shall report to the Committee on a regular basis
as the Committee shall direct. The Plan Administrator shall administer the Plan on a day-to-day
basis in accordance with its terms and in accordance with the Code, ERISA and all other applicable
laws and regulations except as otherwise expressly provided to the contrary herein. Specifically,
but not by way of limitation, the Plan Administrator shall:




	 	A.	 	Reporting and Disclosure. Comply with the reporting and disclosure
requirements of the Code and ERISA, as applicable, including the preparation and
dissemination of disclosure material to the Plan Participants and Beneficiaries and the
filing of such necessary forms and reports with governmental agencies as may be
required;




82









 












	 	B.	 	Testing. Prepare, or cause to be prepared, all tests necessary to
ensure compliance with the Code and, except as expressly provided to the contrary
herein, ERISA, including, but not limited to, the participation and discrimination
standards, and the limitations of Section 415 of the Code;






	 	C.	 	Procedures and Forms. Establish such administrative procedures and
prepare, or cause to be prepared, such forms, as may be necessary or desirable for the
proper administration of the Plan;






	 	D.	 	Advisors. Subject to the approval of the Committee, retain the
services of such consultants and advisors as may be appropriate to the administration
of the Plan;






	 	E.	 	Claims. Have the discretionary authority to determine all claims filed
pursuant to Section 9.13, 9.14, and 9.15 of this Plan and shall have the authority to
determine issues of fact relating to such claims;






	 	F.	 	Payment of Benefits. Direct, or establish procedures for, the payment
of benefits from the Plan;






	 	G.	 	Qualified Domestic Relations Orders. Establish such procedures as may
be necessary for the determination of whether proposed qualified domestic relations
orders comply with the provisions of the Code and ERISA, as applicable; and






	 	H.	 	Plan Records. Maintain, or cause to be maintained, all documents and
records necessary or appropriate to the maintenance of the Plan.





     Section 10.10 FUNDING POLICY. The Plan Administrator shall, from time to time, review
all pertinent Employee information and Plan data in order to establish the funding policy of the
Plan and to determine the appropriate methods of carrying out the Plan’s objectives. The Plan
Administrator or its delegate shall communicate periodically, as it deems appropriate, to the
Trustee and to any Plan Investment Manager, the Plan’s short-term and long-term financial needs so
that investment policy can be coordinated with Plan financial requirements.



     Section 10.11 FIDUCIARY DUTIES. In performing their duties, all fiduciaries with
respect to the Plan shall act solely in the interest of the Participants and their Beneficiaries,
and:




	 	A.	 	For the exclusive purpose of providing benefits to the
Participants and their Beneficiaries;
	 
	 	B.	 	With the care, skill, prudence and diligence under the
circumstances then prevailing that a prudent man acting in like capacity and
familiar with such matters would use in the conduct of an enterprise of like
character and with like aims;
	 
	 	C.	 	To the extent a fiduciary possesses and exercises investment
responsibilities, by diversifying the investments of the Trust Fund so as to
minimize the risk of large losses, unless under the circumstances it is clearly
prudent not to do so; and




83









 












	 	D.	 	In accordance with the documents and instruments governing the
Plan insofar as such documents and instruments are consistent with the
provisions of Title I of ERISA.





     Section 10.12 ALLOCATION OR DELEGATION OF DUTIES AND RESPONSIBILITIES. In furtherance
of their duties and responsibilities under the Plan, the Board and the Committee, subject always to
the requirements of Section 10.11:




	 	A.	 	Employ agents to carry out nonfiduciary responsibilities;






	 	B.	 	Employ agents to carry out fiduciary responsibilities (other
than trustee responsibilities as defined in Section 405(c)(3) of ERISA);






	 	C.	 	Consult with counsel, who may be of counsel to the Company; and






	 	D.	 	Provide for the allocation of fiduciary responsibilities (other
than trustee responsibilities as defined in Section 405(c)(3) of ERISA) between
the members of the Board, in the case of the Board, and among the members of
any Committee, in the case of any Committee.





     The Committee may delegate such of its duties, authority and obligations hereunder to the Plan
Administrator, corporate staff, existing committees of Company or its Board, subcommittees it may
form, or third party providers as it may, in its discretion, determine. Any delegation of
fiduciary duties hereunder must be approved by a majority of the Committee. Such delegation may be
modified or rescinded at any time by further action of the Committee, which shall have an on-going
duty to monitor the performance of any fiduciary obligations delegated to others under this
provision.



     Section 10.13 PROCEDURE FOR THE ALLOCATION OR DELEGATION OF FIDUCIARY DUTIES. Any
action described in subsections B or D of Section 10.12 may be taken by a Committee or the Board
only in accordance with the following procedure:




	 	A.	 	Such action shall be taken by a majority of the Committee or by
the Board, as the case may be, in a resolution approved by a majority of such
Committee or by a majority of the Board.






	 	B.	 	The vote cast by each member of the Committee or the Board for
or against the adoption of such resolution shall be recorded and made a part of
the written record of the Committee’s or the Board’s proceedings.






	 	C.	 	Any delegation of fiduciary responsibilities or any allocation
of fiduciary responsibilities among members of the Committee or the Board may
be modified or rescinded by the Committee or the Board according to the
procedure set forth in subsections A and B of this Section 10.13.





     Section 10.14 SEPARATE ACCOUNTING. The amounts in a Participant’s Elective Deferral
Contribution Account, Roth Elective Deferral Contribution Account, Safe Harbor Matching
Contribution Account, Qualified Matching Contribution Account, and Qualified Non-elective
Contribution Account shall at all times be separately accounted for from amounts in a Participant’s
After-tax Contribution Account, Non-Safe Harbor Matching Contribution Account, Additional Matching
Contribution Account, Profit Sharing Contribution Account, Rollover Contribution Account, Transfer
Contribution and other contribution accounts, if any. Amounts



84









 




credited to such subaccounts shall be allocated among the Participant’s designated investments
on a reasonable pro rata basis, in accordance with the valuation procedures of the Trustee and the
Investment Funds. The Trustee and the Plan Administrator shall also establish uniform procedures
that they may change from time to time, for the purpose of adjusting the subaccounts of a
Participant’s Account for withdrawals, loans, distributions and contributions. Gains, losses,
withdrawals, distributions, forfeitures and other credits or charges may be separately allocated
among such subaccounts on a reasonable and consistent basis in accordance with such procedures.




     Section 10.15 VALUE OF PARTICIPANT’S ACCOUNT. The value of each Participant’s Account
shall be based on its fair market value on the appropriate Valuation Date. A valuation shall occur
at least once every Plan Year, and otherwise in accordance with the terms of the Trust and
administratively practicable procedures approved by the Plan Administrator. Periodically, on a
frequency determined by the Plan Administrator and the Trustee, the Participant will receive a
statement showing the transaction activity and value of his Account as of a date set forth in the
statement.



     Section 10.16 REGISTRATION AND VOTING OF EMPLOYER COMMON STOCK. All Stock acquired by
the Trustee shall be held in the possession of the Trustee until disposed of pursuant to the
provisions of the Plan or the Trust Agreement. Such Stock may be registered in the name of the
Trustee or its nominee. Before each annual or special meeting of the Employer’s shareholders, the
Trustee shall send to each Participant a copy of the proxy solicitation material therefor, together
with a form requesting confidential instructions to the Trustee on how to vote the Stock credited
to his Account. Upon receipt of such instructions the Trustee shall vote the Stock as instructed.
Any Stock held in Participants’ Accounts, as to which the Trustee does not receive instructions,
shall be voted in proportion to the voting instructions the Trustee has actually received in
respect of Stock, unless the Trustee determines that to do so is not prudent, or the Trust provides
otherwise.



     Section 10.17 INDIVIDUAL STATEMENT. As soon as practicable after the Accounting Date
of each Plan Year (the end of each calendar quarter effective January 1, 2008), but within the time
prescribed by ERISA and the regulations under ERISA, and at such other times as determined by the
Plan Administrator in its discretion, the Plan Administrator will deliver to each Participant (and
to each Beneficiary of a deceased Participant) a statement reflecting the condition of his Account
in the Trust as of that date and such other information ERISA requires be furnished to the
Participant or Beneficiary. In addition, effective January 1, 2008, subject to the requirements of
ERISA, the Plan Administrator shall provide to any Participant or Beneficiary of a deceased
Participant who so requests in writing, a statement indicating the total value of his Account and
the Nonforfeitable portion of such Account, if any. The Plan Administrator shall also furnish a
written statement to any Participant who has a Severance from Employment during the Plan Year and
is entitled to a deferred Nonforfeitable benefit under the Plan as of the end of the Plan Year, if
no retirement benefits have been paid with respect to such Participant during the Plan Year. No
Participant, except a member of the Board of Directors, a member of the Committee, the Plan
Administrator and their designees, shall have the right to inspect the records reflecting the
Account of any other Participant. A Participant or Beneficiary shall notify the Trustee in writing
if he believes there is an error in the statement of his Account in the Plan no more than one year
after the date the statement was issued. Each statement of a Participant’s Account shall be deemed
to be final and binding on the Participant or Beneficiary to whom it was issued upon the expiration
of the one year period following the date the statement was issued.



     Section 10.18 AUTOMATIC CONTRIBUTION ARRANGEMENT NOTICE. Effective for Plan Years
beginning on and after January 1, 2009, at least 30 days, but not more than 90 days, before the
beginning of the Plan Year, the Plan Administrator will provide each Eligible



85









 




Employee a comprehensive notice of the Eligible Employee’s rights and obligations under the
Plan, in compliance with the notice requirements set forth in Code Sections 401(k)(13) and 414(w)
and the Treasury Regulations and other guidance issued thereunder.




     Section 10.19 FEES AND EXPENSES FROM FUND. The Trustee shall pay all expenses
reasonably incurred by it or by the Employer, the Committee, or other professional advisers or
administrators in the administration of the Plan from the Trust Fund unless the Employer pays the
expenses directly. Such expenses may include the reimbursement of the Employer for the salary and
expenses incurred by the Employer for employees who perform Plan administration services. The
Committee, as a named fiduciary, shall provide written direction to the Trustee regarding the
expenses to be paid or reimbursed from the Trust Fund. The Committee shall not treat any fee or
expense paid, directly or indirectly, by the Employer as an Employer contribution. No person who
is receiving full pay from the Employer shall receive compensation for services from the Trust
Fund. Brokerage commissions, transfer taxes, and other charges and expenses in connection with the
purchase and sale of securities shall be charged to each Investment Fund and/or Participant’s
Account, as applicable. Fees related to investments subject to Participant direction, and other
fees resulting from or attributable to expenses incurred in relation to a Participant or
Beneficiary or his Account may be charged to his Account to the extent permitted under the Code and
ERISA.



86









 





ARTICLE XI

TOP HEAVY RULES




     Section 11.01 MINIMUM EMPLOYER CONTRIBUTION. If this Plan is “Top Heavy,” as defined
below, in any Plan Year, the Plan guarantees a minimum contribution (subject to the provisions of
this Article XI) of three percent of Compensation for each “Non-Key Employee,” as defined below,
who is a Participant employed by the Employer on the Accounting Date of the Plan Year without
regard to Hours of Service completed during the Plan Year or to whether he has elected to make
Elective Deferral Contributions under Section 3.02, and who is not a Participant in a Top Heavy
defined benefit plan maintained by the Employer. Participants who also participate in a Top Heavy
defined benefit plan of the Employer shall receive the required minimum benefit in the defined
benefit plan rather than in this Plan. The Plan satisfies the guaranteed minimum contribution for
the Non-Key Employee if the Non-Key Employee’s contribution rate is at least equal to the minimum
contribution. For purposes of this paragraph, a Non-Key Employee Participant includes any Employee
otherwise eligible to participate in the Plan but who is not a Participant because his Compensation
does not exceed a specified level.



     If the contribution rate for the “Key Employee,” as defined below, with the highest
contribution rate is less than three percent, the guaranteed minimum contribution for Non-Key
Employees shall equal the highest contribution rate received by a Key Employee. The contribution
rate is the sum of Employer contributions (not including Employer contributions to Social Security)
and forfeitures allocated to the Participant’s Account for the Plan Year divided by his
“Compensation,” as defined below, not in excess of the compensation limitation under Code Section
401(a)(17) for the Plan Year. For purposes of determining the minimum contribution for a Plan
Year, the Committee shall consider contributions made to any plan pursuant to a compensation
reduction agreement or similar arrangement as Employer contributions. To determine the
contribution rate, the Committee shall consider all qualified Top Heavy defined contribution plans
maintained by the Employer as a single plan.



     Notwithstanding the preceding provisions of this Section 11.01, if a defined benefit plan
maintained by the Employer that benefits a Key Employee depends on this Plan to satisfy the
anti-discrimination rules of Code Section 401(a)(4) or the coverage rules of Code Section 410 (or
another plan benefiting the Key Employee so depends on such defined benefit plan), the guaranteed
minimum contribution for a Non-Key Employee is three percent of his Compensation regardless of the
contribution rate for the Key Employees.



     The minimum Employer contribution required (to the extent required to be Nonforfeitable under
Section 416(b) of the Code) may not be forfeited under Code Section 411(a)(3)(B) or 411(a)(3)(D).



     Section 11.02 ADDITIONAL CONTRIBUTION. If the contribution rate (excluding Elective
Deferral Contributions) for the Plan Year with respect to a Non-Key Employee described in Section
11.01 is less than the minimum contribution, the Employer will increase its contribution for such
Employee to the extent necessary so his contribution rate for the Plan Year will equal the
guaranteed minimum contribution. Matching Contributions will be taken into account to satisfy the
minimum contribution requirement under the Plan, or if the Plan provides that the minimum
contribution requirement shall be met in another plan, such other plan. Matching Contributions
that are used to satisfy the minimum contribution requirements shall be treated as matching
contributions for purposes of the actual contribution percentage test and other requirements of
Code Section 401(m). The additional contribution shall be allocated to the Account of a Non-Key
Employee for whom the Employer makes the contribution.



     Section 11.03 DETERMINATION OF TOP HEAVY STATUS. The Plan is “Top Heavy” for
a Plan Year if the Top Heavy ratio as of the “Determination Date” exceeds sixty percent



87









 




(60%). The Top Heavy ratio is a fraction, the numerator of which is the sum of the present
value of the Accounts of all Key Employees as of the Determination Date, and the denominator of
which is a similar sum determined for all Employees. For purposes of determining the present value
of the Accounts for the foregoing fraction, contributions due as of the Determination Date and
distributions made for any purpose within the one-year period ending on the Determination Date
shall be included. In addition, distributions made within the five-year period ending on the
Determination Date shall be included if such distributions were made for reasons other than upon
Severance from Employment, death or Disability (e.g., in-service withdrawals); provided, however,
that no distribution shall be counted more than once. In addition, the Top Heavy ratio shall be
calculated by disregarding the Account (including distributions, if any, of the Account balance) of
an individual who has not received credit for at least one Hour of Service with the Employer during
the one-year period ending on the Determination Date in such calculation. The Top Heavy ratio,
including the extent to which it must take into account distributions, rollovers, and transfers,
shall be calculated in accordance with Code Section 416 and the Treasury Regulations thereunder.




     If the Employer maintains other qualified plans (including a simplified employee pension
plan), this Plan is Top Heavy only if it is part of the Required Aggregation Group, and the Top
Heavy ratio for both the Required Aggregation Group and the Permissive Aggregation Group exceeds
60%. The Top Heavy ratio shall be calculated in the same manner as required by the first paragraph
of this Section 11.03, taking into account all plans within the Aggregation Group. To the extent
distributions to a Participant must be taken into account, the Committee shall include
distributions from a terminated plan that would have been part of the Required Aggregation Group if
it were in existence on the Determination Date. The present value of accrued benefits and the
other amounts the Committee must take into account, under defined benefit plans or simplified
employee pension plans included within the group, shall be calculated in accordance with the terms
of those plans, Code Section 416 and the Treasury Regulations thereunder. If an aggregated plan
does not have a valuation date coinciding with the Determination Date, the accrued benefits or
Accounts in the aggregated plan shall be valued as of the most recent valuation date falling within
the 12-month period ending on the Determination Date. The Top Heavy ratio shall be valued with
reference to the Determination Dates that fall within the same calendar year.



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



     Section 11.04 TOP HEAVY VESTING SCHEDULE. For any Plan Year for which the Plan is Top
Heavy, as determined in accordance with this Article XI, the Participant’s Nonforfeitable
percentage of his Employer Contributions and Non-Safe Harbor Matching Contributions shall be
calculated by applying the following schedule, to the extent that such schedule provides for
vesting at a rate that is more rapid than the rate otherwise applicable to the Participant’s
benefit:



	 	 	 	 	 
	Years of Service	 	Percent Nonforfeitable	 
	Less than three (3)
	 	 	0	%
	At least three (3) or more
	 	 	100	%






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     Section 11.05 DEFINITIONS. For purposes of applying the provisions of this Article
XI.




	 	A.	 	“Key Employee” means any Employee or former Employee
(including any deceased Employee) who at any time during the Plan Year that
includes the Determination Date was an officer of the Employer having annual
Compensation greater than $130,000 (as adjusted under Code Section 416(i)(1)
for Plan Years beginning after December 31, 2002), a five-percent owner of the
Employer, or a one-percent owner of the Employer having annual Compensation of
more than $150,000. The constructive ownership rules of Code Section 318 (or
the principles of that section, in the case of an unincorporated Employer) will
apply to determine ownership in the Employer. The determination of who is a
Key Employee shall be made in accordance with Code Section 416(i)(1) and the
Treasury Regulations under that Code Section.






	 	B.	 	“Non-Key Employee” is an Employee who does not meet the
definition of Key Employee.






	 	C.	 	“Compensation” shall mean the first $200,000 (or such
larger amount as the Commissioner of Internal Revenue may prescribe in
accordance with Code Section 401(a)(17)) ($245,000 for 2009) of Compensation as
defined in Code Section 415(c)(3), but including amounts contributed by the
Employer pursuant to a salary reduction agreement that are excludible from the
Employee’s gross income under Section 125, “deemed compensation” under Code
Section 125 pursuant to Revenue Ruling 2002-27, Section 132(f)(4), Section
402(a)(8), Section 402(h) or Section 403(b) of the Code.






	 	D.	 	“Required Aggregation Group” means:






	 	(i)	 	Each qualified plan of the Employer in which at
least one Key Employee participates at any time during the five Plan
Year period ending on the Determination Date; and
	 
	 	(ii)	 	Any other qualified plan of the Employer that
enables a plan described in (i) to meet the requirements of Code
Section 401(a)(4) or Code Section 410.





     The Required Aggregation Group includes any plan of the Employer that was maintained within
the last five years ending on the Determination Date on which a top heaviness determination is
being made if such plan would otherwise be part of the Required Aggregation Group for the Plan Year
but for the fact it has been terminated.




	 	E.	 	“Permissive Aggregation Group” is the Required
Aggregation Group plus any other qualified plans maintained by the Employer,
but only if such group would satisfy in the aggregate the requirements of Code
Section 401(a)(4) and Code Section 410. The Committee shall determine which
plans to take into account in determining the Permissive Aggregation Group.




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	 	F.	 	“Employer” shall mean all the members of a controlled
group of corporations (as defined in Code Section 414(b)), of a commonly
controlled group of trades or businesses (whether or not incorporated) (as
defined in Code Section 414(c)), or an affiliated service group (as defined in
Code Section 414(m)), of which the Employer is a part. However, ownership
interests in more than one member of a related group shall not be aggregated to
determine whether an individual is a Key Employee because of his ownership
interest in the Employer.
	 
	 	G.	 	“Determination Date” for any Plan Year is the
Accounting Date of the preceding Plan Year or, in the case of the first Plan
Year of the Plan, the Accounting Date of that Plan Year.




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ARTICLE XII

MISCELLANEOUS




     Section 12.01 EVIDENCE. Anyone required to give evidence under the terms of the Plan
may do so by certificate, affidavit, document or other information that the person to act in
reliance may consider pertinent, reliable and genuine, and to have been signed, made or presented
by the proper party or parties. The Committee, the Plan Administrator, the Benefits Group and the
Trustee shall be fully protected in acting and relying upon any evidence described under the
immediately preceding sentence.



     Section 12.02 NO RESPONSIBILITY FOR EMPLOYER ACTION. Neither the Trustee nor the
Committee nor the Plan Administrator shall have any obligation or responsibility with respect to
any action required by the Plan to be taken by the Employer, any Participant or eligible Employee,
nor for the failure of any of the above persons to act or make any payment or contribution, or
otherwise to provide any benefit contemplated under this Plan, nor shall the Trustee or the
Committee or the Plan Administrator be required to collect any contribution required under the
Plan, or determine the correctness of the amount of any Employer contribution. Neither the Trustee
nor the Committee nor the Plan Administrator need inquire into or be responsible for any action or
failure to act on the part of the others. Any action required of a corporate Employer shall be by
its Board or its designee.



     Section 12.03 FIDUCIARIES NOT INSURERS. The Trustee, the Committee, the Company, the
Plan Administrator and the Employer in no way guarantee the Trust Fund from loss or depreciation.
The Employer does not guarantee the payment of any money that may be or becomes due to any person
from the Trust Fund. The liability of the Committee, Plan Administrator and the Trustee to make
any payment from the Trust Fund at any time and all times is limited to the then available assets
of the Trust.



     Section 12.04 WAIVER OF NOTICE. Any person entitled to notice under the Plan may
waive the notice, unless the Code or Treasury Regulations require the notice, or ERISA specifically
or impliedly prohibits such a waiver.



     Section 12.05 SUCCESSORS. The Plan shall be binding upon all persons entitled to
benefits under the Plan, their respective heirs and legal representatives, upon the Employer, its
successors and assigns, and upon the Trustee, the Committee, the Plan Administrator and their
successors.



     Section 12.06 WORD USAGE. Words used in the masculine shall apply to the feminine
where applicable, and wherever the context of the Plan dictates, the plural shall be read as
singular and the singular as the plural.



     Section 12.07 HEADINGS. The headings are for reference only. In the event of a
conflict between a heading and the content of a section, the content of the section shall control.



     Section 12.08 STATE LAW. Pennsylvania law shall determine all questions arising with
respect to the provisions of this agreement except to the extent a federal statute supersedes
Pennsylvania law.



     Section 12.09 EMPLOYMENT NOT GUARANTEED. Nothing contained in this Plan, and nothing
with respect to the establishment of the Trust, any modification or amendment to



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the Plan or the Trust, the creation of any Account, or the payment of any benefit, shall give
any Employee, Employee-Participant or Beneficiary any right to continue employment, or any legal or
equitable right against the Employer, or an Employee of the Employer, the Trustee or its agents or
employees, or the Plan Administrator. Nothing in the Plan shall be deemed or construed to impair
or affect in any manner the right of the Employer, in its discretion, to hire Employees and, with
or without cause, to discharge or terminate the service of Employees.




     Section 12.10 RIGHT TO TRUST ASSETS. No Employee or Beneficiary shall have any right
to, or interest in, any assets of the Trust Fund, upon his Severance from Employment or otherwise,
except as provided from time to time under this Plan, and then only to the extent of the benefits
payable under the Plan to such Employee or Beneficiary out of the assets of the Trust Fund. All
payments of benefits as provided for in this Plan shall be made solely out of the assets of the
Trust Fund and none of the Fiduciaries shall be liable therefore in any manner.



     Section 12.11 UNCLAIMED BENEFIT CHECKS. If a check in payment of a benefit payable
under this Plan has been made by regular United States mail to the last address of the payee
furnished to the Trustee and the check is returned unclaimed, payment to such payee shall be
discontinued and shall be held in his respective accounts until the payee’s correct address shall
become known to the Trustee. Any such amounts shall be credited with fund earnings in accordance
with Section 10.14 of the Plan. In the event the payee cannot be located after reasonable and
diligent efforts of the Administrator, the amounts shall be forfeited, subject to the provisions of
Section 5.13 of the Plan.



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ARTICLE XIII

EXCLUSIVE BENEFIT, AMENDMENT, TERMINATION




     Section 13.01 EXCLUSIVE BENEFIT. Except as provided under Article III, the Employer
shall have no beneficial interest in any asset of the Trust and no part of any asset in the Trust
shall ever revert to or be repaid to the Employer, either directly or indirectly; nor prior to the
satisfaction of all liabilities with respect to the Participants and their Beneficiaries under the
Plan, shall any part of the corpus or income of the Trust Fund, or any asset of the Trust, be (at
any time) used for, or diverted to, purposes other than the exclusive benefit of the Participants
or their Beneficiaries.



     Section 13.02 AMENDMENT BY EMPLOYER. The Company shall have the right at any time and
from time to time:




	 	A.	 	To amend this Plan in any manner it deems necessary or
advisable in order to qualify (or maintain qualification of) this Plan and the
Trust created under it under the appropriate provisions of the Code; and
	 
	 	B.	 	To amend this Plan in any other manner.





     In addition, the Committee and Financial Benefit Plans Committee shall have the right to amend
this Plan in accordance with its charter and bylaws.



     However, no amendment shall authorize or permit any part of the Trust Fund (other than the
part required to pay taxes and administration expenses) to be used for or diverted to purposes
other than for the exclusive benefit of the Participants or their Beneficiaries or estates. No
amendment shall cause or permit any portion of the Trust Fund to revert to or become a property of
the Employer; and the Company shall not make any amendment that affects the rights, duties or
responsibilities of the Plan Administrator or Committee without the written consent of the affected
Plan Administrator or the affected member of the Committee. Furthermore, no amendment shall
decrease a Participant’s Account balance or accrued benefit or reduce or eliminate any benefits
protected under Code Section 411(d)(6) with respect to a Participant with an Account balance or
accrued benefit at the date of the amendment, except to the extent permitted under Code Section
412(c)(8).



     All amendments to the Plan shall be in writing. Amendments shall be considered properly
authorized by the Company if approved or ratified by the Board, any committee of the Board, by an
authorized Committee of the Plan, by an authorized officer of the Plan Administrator, or by an
authorized officer of the Benefits Group unless the subject of the amendment has been reserved to
the Board or another authorized party. Each amendment shall state the date to which it is either
retroactively or prospectively effective, and may be executed by any authorized officer of the
Company.



     Section 13.03 AMENDMENT TO VESTING PROVISIONS. Although the Company and Committee
reserve the right to amend the vesting provisions at any time, an amended vesting schedule shall
not be applied to reduce the Nonforfeitable percentage of any Participant’s Account derived from
Employer contributions (determined as of the later of the date the amendment is adopted, or the
date the amendment becomes effective) to a percentage less than the Nonforfeitable percentage
computed under the Plan without regard to the amendment. An amended vesting schedule will apply to
a Participant only if the Participant receives credit for at least one Hour of Service after the
new schedule becomes effective.



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     If a permissible amendment is made to the vesting provisions, each Participant having at least
three Years of Service for vesting purposes with the Employer may elect to have the percentage of
his Nonforfeitable Account Balance computed under the Plan without regard to the amendment. The
Participant must file his election with the Plan Administrator within 60 days of the latest of (a)
the Company’s adoption of the amendment; (b) the effective date of the amendment; or (c) his
receipt of a copy of the amendment. The Plan Administrator, as soon as practicable, shall forward
a true copy of any amendment to the vesting schedule to each affected Participant, together with an
explanation of the effect of the amendment, the appropriate form upon which the Participant may
make an election to remain under the vesting schedule provided under the Plan prior to the
amendment and notice of the time within which the Participant must make an election to remain under
the prior vesting schedule. The election described in this Section 13.03 does not apply to a
Participant if the amended vesting schedule provides for vesting that is at least as rapid at all
times as the vesting schedule in effect prior to the amendment. For purposes of this Section
13.03, an amendment to the vesting schedule includes any amendment that directly or indirectly
affects the computation of the Nonforfeitable percentage of an Employee’s rights to his
Employer-derived Account.



     Section 13.04 DISCONTINUANCE. The Employer shall have the right, at any time, to
suspend or discontinue its contributions under the Plan, and the Company (acting through the
Committee) shall have the right to terminate, at any time, this Plan and the Trust created under
this agreement. The Plan shall terminate upon the first to occur of the following:




	 	A.	 	The date terminated by action of the Company
	 
	 	B.	 	The date the Employer shall be judicially declared bankrupt or
insolvent.
	 
	 	C.	 	The dissolution, merger, consolidation or reorganization of the
Employer or the sale by the Employer of all or substantially all of its assets,
unless the successor or purchaser makes provision to continue the Plan, in
which event the successor or purchaser shall substitute itself as the Employer
under this Plan.





     No Employees of the Participating Employer shall thereafter be admitted to the Plan as new
Participants, and the Participating Employer shall make no further contributions to the Trust Fund
, except as may be necessary to satisfy the outstanding ESOP Loans. In connection with the
termination, partial termination or discontinuance of the Plan, the Committee may direct the
Trustee to sell some or all of the ESOP Stock held in the Unallocated Stock Account and to apply
the proceeds of such sale or sales to reduce the ESOP Loans.



     Section 13.05 FULL VESTING ON TERMINATION. Notwithstanding any other provision of
this Plan to the contrary, upon either full or partial termination of the Plan, or, if applicable,
upon the date of complete discontinuance of contributions to the Plan, an affected Participant’s
right to his Account shall be 100% Nonforfeitable.



     Section 13.06 MERGER, DIRECT TRANSFER AND ELECTIVE TRANSFER. The Trustee shall not
consent to, or be a party to, any merger or consolidation with another plan, or to a transfer of
assets or liabilities to another plan, unless immediately after the merger, consolidation or
transfer, the surviving plan provides each Participant a benefit equal to or greater than the
benefit each Participant would have received had the Plan terminated immediately before the merger
or consolidation or transfer. The Trustee possesses the specific authority to enter into merger
agreements or direct transfer of assets agreements with the trustees of other retirement plans
described in Code Section 401(a) and to accept the direct transfer of plan assets, or to transfer
plan assets, as a party to any such agreement, only upon the consent or direction of the Committee.



94









 





     If permitted by the Benefits Group or Plan Administrator in its discretion, the Trustee may
accept a direct transfer of plan assets on behalf of an Employee prior to the date the Employee
satisfies the Plan’s eligibility condition(s). If the Trustee accepts such a direct transfer of
plan assets, the Employee shall be treated as a Participant for all purposes of the Plan except
that the Employee shall not share in Employer contributions or Participant forfeitures under the
Plan until he actually becomes a Participant in the Plan. The Trustee shall hold, administer and
distribute the transferred assets as a part of the Trust Fund, and the Trustee shall maintain a
separate Transfer Account for the benefit of the Employee on whose behalf the Trustee accepted the
transfer in order to reflect the value of the transferred assets.



     The Trustee may not consent to, or be a party to, a merger, consolidation or transfer of
assets with a defined benefit plan, except with respect to an elective transfer, unless the
Committee consents and so directs, and the transfer is consistent with the Code and with ERISA.
The Trustee will hold, administer and distribute the transferred assets as a part of the Trust
Fund, and the Trustee shall maintain a separate Transfer Account for the benefit of the Employee on
whose behalf the Trustee accepted the transfer in order to reflect the value of the transferred
assets. Unless a transfer of assets to this Plan is an elective transfer, the Plan will preserve
all Code Section 411(d)(6) protected benefits with respect to those transferred assets, in the
manner described in Section 13.02.



     A transfer is an elective transfer if: (a) the transfer satisfies the first paragraph of this
Section 13.06; (b) the transfer is voluntary, under a fully informed election by the Participant;
(c) the Participant has an alternative that retains his Code Section 411(d)(6) protected benefits
(including an option to leave his benefit in the transferor plan, if that plan is not terminating);
(d) the transfer satisfies the applicable spousal consent requirements of the Code; (e) the
transferor plan satisfies the joint and survivor notice requirements of the Code, if the
Participant’s transferred benefit is subject to those requirements; (f) the Participant has a right
to immediate distribution from the transferor plan, in lieu of the elective transfer; (g) the
transferred benefit is at least the greater of the single sum distribution provided by the
transferor plan for which the Participant is eligible or the present value of the Participant’s
accrued benefit under the transferor plan payable at that plan’s normal retirement age; (h) the
Participant has a 100% Nonforfeitable interest in the transferred benefit; and (i) the transfer
otherwise satisfies applicable Treasury Regulations. An elective transfer may occur between
qualified plans of any type.



     If the Plan receives a direct transfer (by merger or otherwise) of elective contributions (or
amounts treated as elective contributions) under a plan with a Code Section 401(k) arrangement, the
distribution restrictions of Code Sections 401(k)(2) and (10) continue to apply to those
transferred elective contributions.



     Section 13.07 LIQUIDATION OF THE TRUST FUND. Upon complete or partial termination of
the Plan, or upon complete discontinuance of contributions to the Plan, the Accounts of all
Participants affected thereby shall become fully vested and nonforfeitable, and the Committee shall
distribute the assets remaining in the Trust Fund, after payment of any expenses properly
chargeable thereto, to Participants, Former Participants and Beneficiaries in proportion to their
respective Account balances; provided, however, that no Participating Employer maintains a
successor plan. All distributions on the plan termination will be made in accordance with Article
V.



     Section 13.08 TERMINATION. Upon termination of the Plan, the distribution provisions
of Article V and Article VI shall remain operative, except that:




	 	A.	 	If the present value of the Participant’s Nonforfeitable
Account does not exceed $1,000 ($5,000 prior to March 28, 2005), the Plan
Administrator




95









 






	 	 	 	will direct the Trustee to distribute to the Participant the Participant’s
Nonforfeitable Account to him in a lump sum as soon as administratively
practicable after the Plan terminates; and






	 	B.	 	If the present value of the Participant’s Nonforfeitable
Account is greater than $1,000 ($5,000 prior to March 28, 2005) but does not
exceed $5,000, and the Participant does not affirmatively elect to have such
Nonforfeitable Account Balance paid directly to him or to an “eligible
retirement plan,” his benefit shall be paid directly to an IRA established for
the Participant pursuant to a written agreement between the Committee and the
IRA provider that meets the requirements of Section 401(a)(31) of the Code and
the Treasury Regulations thereunder pursuant to the provisions in Section
5.02.C.2. as soon as administratively practicable after the Plan terminates.






	 	C.	 	If the value of the Participant’s Nonforfeitable Account
Balance is more than $5,000 as of the date of any distribution, payment to such
Participant shall not be made unless the Participant consents in writing to the
distribution. Consent to such distribution shall not be valid unless the
Participant is informed of his right to defer receipt of the distribution. The
Trustee shall be authorized to charge a reasonable fee for maintaining such
Accounts.





     The Trust shall continue until the Trustee, after written direction from the Committee, has
distributed all of the benefits under the Plan. To liquidate the Trust, the Committee will, to the
extent required, purchase a deferred annuity contract for each Participant that protects the
Participant’s distribution rights under the Plan, if the Participant’s Nonforfeitable Account
exceeds $1,000 ($5,000 prior to March 28, 2005), and the Participant does not elect an immediate
distribution pursuant to this Section 13.08. Upon termination of the Plan, the amount, if any, in
a suspense account under Appendix F shall revert to the Employer, subject to the conditions of the
Treasury Regulations permitting such a reversion.




	This Plan has been executed on December 29, 2009.





	 	 	 	 	 
	 	TELEFLEX INCORPORATED

 	 
	 	By:  	/s/ Douglas R. Carl
 	 
	 
	 	 	Title: Director of Benefits 	 
	 	 	 	 
	 




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