exv10w4



 





EXHIBIT 10.4




NUVEEN INVESTMENTS, LLC



EMPLOYEES’



401(k)/PROFIT-SHARING PLAN 




(As Amended and Restated Effective January 1, 2007)




 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Page
	ARTICLE I. NAME, CHARACTER AND PURPOSE OF PLAN	 	 	1	 
	 	 	 	 	 	 	 
	 	 	 	 
	 	 	 	1.1.	 	 	Name

	 	 	1	 
	 	 	 	1.2.	 	 	History

	 	 	1	 
	 	 	 	1.3.	 	 	Qualified Plan

	 	 	1	 
	 	 	 	1.4.	 	 	Application

	 	 	1	 
	 	 	 	 	 	 	 
	 	 	 	 
	ARTICLE II. DEFINITIONS	 	 	2	 
	 	 	 	 	 	 	 
	 	 	 	 
	ARTICLE III. PARTICIPATION	 	 	10	 
	 	 	 	 	 	 	 
	 	 	 	 
	 	 	 	3.1.	 	 	Dates of Participation

	 	 	10	 
	 	 	 	3.2.	 	 	Rollover Amount

	 	 	10	 
	 	 	 	 	 	 	 
	 	 	 	 
	ARTICLE IV. EMPLOYER PROFIT-SHARING CONTRIBUTIONS	 	 	11	 
	 	 	 	 	 	 	 
	 	 	 	 
	 	 	 	4.1.	 	 	Profit-Sharing Contribution Formula

	 	 	11	 
	 	 	 	4.2.	 	 	Statements
	 	 	11	 
	 	 	 	4.3.	 	 	Allocation of Employer Profit-Sharing Contribution

	 	 	11	 
	 	 	 	4.4.	 	 	Qualified Military Service

	 	 	11	 
	 	 	 	 	 	 	 
	 	 	 	 
	ARTICLE V. PARTICIPANT ELECTIVE DEFERRALS	 	 	12	 
	 	 	 	 	 	 	 
	 	 	 	 
	 	 	 	5.1.	 	 	Elective Deferrals

	 	 	12	 
	 	 	 	5.2.	 	 	Deduction of Elective Deferral Contributions

	 	 	13	 
	 	 	 	5.3.	 	 	Change in Rate of Elective Deferral Contributions

	 	 	13	 
	 	 	 	5.4.	 	 	Suspension of Elective Deferral Contributions

	 	 	14	 
	 	 	 	5.5.	 	 	Nonforfeitability of Elective Deferral Contributions

	 	 	14	 
	 	 	 	5.6.	 	 	Annual Limit on Elective Deferral Contributions

	 	 	14	 
	 	 	 	5.7.	 	 	Elective Deferral Contributions Discrimination Limitation

	 	 	14	 
	 	 	 	5.8.	 	 	Calculation of Income or Loss on Excess Deferrals

	 	 	15	 
	 	 	 	5.9.	 	 	Qalified Military Service

	 	 	15	 
	 	 	 	 	 	 	 
	 	 	 	 
	ARTICLE VI. EMPLOYER MATCHING CONTRIBUTIONS	 	 	15	 
	 	 	 	 	 	 	 
	 	 	 	 
	 	 	 	6.1.	 	 	Employer Matching Contributions

	 	 	15	 
	 	 	 	6.2.	 	 	Employer Matching Contributions Nondiscrimination Limitation

	 	 	15	 
	 	 	 	6.3.	 	 	Calculation of Income or Loss on Excess Contributions

	 	 	16	 
	 	 	 	6.4.	 	 	Qualified Military Service

	 	 	16	 
	 	 	 	 	 	 	 
	 	 	 	 
	ARTICLE VII. ACCOUNTING; LIMITS ON ANNUAL ADDITIONS	 	 	16	 
	 	 	 	 	 	 	 
	 	 	 	 
	 	 	 	7.1.	 	 	Separate Accounts

	 	 	16	 
	 	 	 	7.2.	 	 	Allocation of Remainders

	 	 	17	 
	 	 	 	7.3.	 	 	Statement of Account

	 	 	17	 
	 	 	 	7.4.	 	 	Distributions

	 	 	17	 
	 	 	 	7.5.	 	 	Adjustments

	 	 	17	 
	 	 	 	7.6.	 	 	Yearly Limitations on Total Additions to Participant’s Accounts

	 	 	17	 
	 	 	 	 	 	 	 
	 	 	 	 
	ARTICLE VIII. VESTING AND TERMINATION	 	 	18	 
	 	 	 	 	 	 	 
	 	 	 	 
	 	 	 	8.1.	 	 	Vested Interest

	 	 	18	 
	 	 	 	8.2.	 	 	Vesting at Normal Retirement Age

	 	 	19	 
	 	 	 	8.3.	 	 	Vesting on Death or Permanent Disability

	 	 	19	 






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TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Page
	 	 	 	8.4.	 	 	Determination of Remainders; Restoration of Remainders Upon Reemployment

	 	 	19	 
	 	 	 	 	 	 	 
	 	 	 	 
	ARTICLE IX. DISTRIBUTION OF BENEFITS	 	 	20	 
	 	 	 	 	 	 	 
	 	 	 	 
	 	 	 	9.1.	 	 	Time and Manner of Distribution

	 	 	20	 
	 	 	 	9.2.	 	 	In-Service Distributions from Rittenhouse Plan Accounts

	 	 	21	 
	 	 	 	9.3.	 	 	Loans

	 	 	21	 
	 	 	 	9.4.	 	 	Designation of Beneficiaries

	 	 	21	 
	 	 	 	9.5.	 	 	Un-cashed Benefit Checks and Missing Participants

	 	 	22	 
	 	 	 	9.6.	 	 	Direct Rollovers

	 	 	23	 
	 	 	 	9.7.	 	 	Minimum Distribution Requirements

	 	 	24	 
	 	 	 	 	 	 	 
	 	 	 	 
	ARTICLE X. ADMINISTRATION	 	 	27	 
	 	 	 	 	 	 	 
	 	 	 	 
	 	 	 	10.1.	 	 	Allocation of Responsibility Among Fiduciaries

	 	 	27	 
	 	 	 	10.2.	 	 	Committee

	 	 	28	 
	 	 	 	10.3.	 	 	Duties and Powers of Committee

	 	 	28	 
	 	 	 	10.4.	 	 	Administration of Trust Fund

	 	 	30	 
	 	 	 	10.5.	 	 	Procedures of Committee

	 	 	30	 
	 	 	 	10.6.	 	 	Allocation and Delegation of Administrative Responsibilities

	 	 	30	 
	 	 	 	10.7.	 	 	Indemnification of Committee

	 	 	31	 
	 	 	 	10.8.	 	 	Compensation and Expenses

	 	 	31	 
	 	 	 	10.9.	 	 	Records

	 	 	31	 
	 	 	 	10.9.	 	 	Review of Claims; Appeals; Special Rules for Permanent Disability Determinations

	 	 	31	 
	 	 	 	 	 	 	 
	 	 	 	 
	ARTICLE XI. THE TRUST FUND AND ITS ADMINISTRATION	 	 	33	 
	 	 	 	 	 	 	 
	 	 	 	 
	 	 	 	11.1.	 	 	The Trust Fund

	 	 	33	 
	 	 	 	11.2.	 	 	Designation of Investments by Participants

	 	 	33	 
	 	 	 	11.3.	 	 	Trustee

	 	 	34	 
	 	 	 	 	 	 	 
	 	 	 	 
	ARTICLE XII. MISCELLANEOUS	 	 	34	 
	 	 	 	 	 	 	 
	 	 	 	 
	 	 	 	12.1.	 	 	Information to be Furnished by the Employer

	 	 	34	 
	 	 	 	12.2.	 	 	Information to be Furnished by Participants

	 	 	34	 
	 	 	 	12.3.	 	 	Interests Not Transferable

	 	 	34	 
	 	 	 	12.4.	 	 	Facility of Payment

	 	 	34	 
	 	 	 	12.5.	 	 	Absence of Guaranty

	 	 	34	 
	 	 	 	12.6.	 	 	Employment Rights

	 	 	34	 
	 	 	 	12.7.	 	 	Evidence

	 	 	34	 
	 	 	 	12.8.	 	 	Waiver of Notice

	 	 	35	 
	 	 	 	12.9.	 	 	Gender and Number

	 	 	35	 
	 	 	 	12.10.	 	 	Action by Nuveen

	 	 	35	 
	 	 	 	12.11.	 	 	Courts

	 	 	35	 
	 	 	 	12.12.	 	 	Successors, etc

	 	 	35	 
	 	 	 	12.13.	 	 	Qualified Domestic Relations Orders

	 	 	35	 
	 	 	 	 	 	 	 
	 	 	 	 
	ARTICLE XIII. ADOPTION, AMENDMENT OR TERMINATION	 	 	35	 
	 	 	 	 	 	 	 
	 	 	 	 
	 	 	 	13.1.	 	 	Adoption

	 	 	35	 






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TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Page
	 	 	 	13.2.	 	 	Amendment

	 	 	36	 
	 	 	 	13.3.	 	 	Termination

	 	 	36	 
	 	 	 	13.4.	 	 	Vesting and Distribution on Termination

	 	 	36	 
	 	 	 	13.5.	 	 	Notice of Termination

	 	 	37	 
	 	 	 	13.6.	 	 	Merger or Consolidation of Plan

	 	 	37	 
	 	 	 	13.7.	 	 	Employees of Acquired Businesses

	 	 	37	 
	 	 	 	 	 	 	 
	 	 	 	 
	ARTICLE XIV. NOTICE	 	 	37	 
	 	 	 	 	 	 	 
	 	 	 	 
	ARTICLE XV. TOP-HEAVY PROVISIONS	 	 	38	 
	 	 	 	 	 	 	 
	 	 	 	 
	 	 	 	15.1.	 	 	Requirements in Plan Years in which Plan is Top-Heavy

	 	 	38	 
	 	 	 	 	 	 	 
	 	 	 	 
	APPENDIX – INVESTMENT OPTIONS FOR THE TRANSFER OF RITTENHOUSE PLAN ACCOUNTS	 	 	41	 
	 	 	 	 	 	 	 
	 	 	 	 
	SCHEDULE A – ACQUIRED BUSINESS – NWQ INVESTMENT MANAGEMENT COMPANY, INC.	 	 	41	 









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NUVEEN INVESTMENTS, LLC

EMPLOYEES’

401(k)/PROFIT-SHARING PLAN




(As Amended and Restated Effective January 1, 2007)




ARTICLE I.




NAME, CHARACTER AND PURPOSE OF PLAN




     1.1. Name. This document is an amendment, restatement and continuation of the plan
formerly known as the “John Nuveen & Co. Incorporated Employees’ Profit-Sharing Plan,” and is
effective as of January 1, 2007 (except as otherwise indicated within this document). The Plan
provides a vehicle under which Participants may save for retirement on a tax-advantaged basis and
under which the Employer may share profits with Employees by making contributions from its profits
to the Trust for the exclusive benefit of Participants or their Beneficiaries.



     1.2. History. The Plan is the successor to the John Nuveen & Co. Incorporated
Profit-Sharing Trust, which was created effective as of December 22, 1941, amended as of July l,
l970 and December 3l, l974 and succeeded to the John Nuveen Pension Fund established in l936. At
all times since, it has been administered continuously. Effective January 1, 1997, the Plan was
amended and restated to add a Code Section 401(k) cash or deferred arrangement. The Rittenhouse
Companies 401-K Plan (hereinafter the “Rittenhouse Plan” was merged into the Plan effective as of
January 1, 2002, with the merged Plan known as the Nuveen Investments Employees’
401(k)/Profit-Sharing Plan. Pursuant to a Written Consent of Sole Member dated January 31, 2003,
the name of the Plan was changed to the Nuveen Investments, LLC Employees’ 401(k)/Profit-Sharing
Plan to reflect a change in Nuveen’s form of business organization and name from a Delaware
corporation to a Delaware limited liability company. Effective January 1, 2007, the Plan was
amended and restated to provide for, among other things, automatic enrollment of new Participants,
and to allow Participants to designate some or all of their Elective Deferral Contributions as Roth
Deferral Contributions, which are included in gross income at the time of deferral, rather than
traditional, pre-tax elective contributions.



     1.3. Qualified Plan. The Plan and Trust are intended to satisfy the requirements of
the Internal Revenue Code of 1986, as amended, so that the Plan will be a qualified Plan and the
Trust will constitute a qualified trust within the meaning of Code Sections 401(a) and 501(a),
respectively. The Plan allows the acquisition and holding of employer securities, and is intended
to be an “eligible individual account plan” for purposes of ERISA.



     1.4. Application. The provisions of the amended and restated Plan shall apply only to
Employees who terminate employment on or after the
Restatement Date and their Beneficiaries. The rights and benefits, if any, of a former
Employee or his or her Beneficiary who are or will be receiving benefits under the Plan shall be
determined in accordance with the provisions of the Plan in effect on the date his or her
employment terminated.



 









 





ARTICLE II.




DEFINITIONS




     2.1. “Accounts” means all the accounts maintained for a particular Participant,
including, as applicable, the Employer Profit-Sharing Contribution Account, the Elective Deferral
Contribution Account, Roth Deferral Contribution Account, the Employer Matching Contribution
Account and the Rollover Account.



     2.2. “Actual Contribution Percentage” means, with respect to each Employee who is
eligible to participate under Section 3.1, the percentage represented by the Employer Matching
Contributions on behalf of the Employee for the Plan Year divided by the Compensation received by
the Employee for the Plan Year. However, Employer Matching Contributions that are taken into
account under Section 2.3 shall not be included in the computation of the Actual Contribution
Percentage. The Plan Administrator may elect for each Plan Year to treat Elective Deferral
Contributions allocated to a Participant as Employer Matching Contributions in computing the Actual
Contribution Percentage.



     2.3. “Actual Deferral Percentage” means, with respect to each Employee who is eligible
to participate under Section 3.1, the percentage represented by his or her Elective Deferral
Contributions for the Plan Year, divided by the Compensation received by the Employee for the
preceding Plan Year (for a Non-Highly Compensated Employee) or by the Compensation received for the
current Plan Year (for a Highly Compensated Employee). The Plan Administrator may elect for each
Plan Year to treat any portion of that Plan Year’s Employer Matching Contributions that may be
treated as “qualified matching contributions” under Code Section 401(k), and which were allocated
to a Participant as Employer Matching Contributions, as Elective Deferral Contributions in
computing the Actual Deferral Percentage. Any Catch-up Contributions made pursuant to Section
5.1(b) will be disregarded for purposes of determining the Actual Deferral Percentage.



     2.4. “Beneficiary” means any person designated by a Participant pursuant to Section
9.4 to receive benefits under the Plan in the event of the Participant’s death.



     2.5. “Break in Service” means a Plan Year for which an Employee or Participant is
credited with fewer than 501 Hours of Employment. Solely for purposes of determining whether a
Break in Service has occurred, a Participant will be treated as completing up to, but not more
than, 501 Hours of Employment during a period in which the Participant was on a leave of absence
caused by pregnancy, birth of a child, adoption of a child, or care for a child during the period
immediately following the birth or adoption of the child. The total Hours of Employment used to
determine whether a Break in Service for such leave has occurred shall not exceed 50l.
Hours of Employment so used shall apply to the year in which the permitted leave began if
necessary to prevent a Break in Service, or, if the Participant completed more than 500 Hours of
Employment in such year, then the Hours of Employment shall apply to the following year.



     2.6. “Catch-up Contributions” means additional Elective Deferral Contributions made by
a Participant aged 50 or older during the Plan Year pursuant to Code Section 414(v) and



2









 







Section
5.1(b). Catch-up Contributions will be referred to and administered as Elective Deferral
Contributions, except as otherwise provided in the Plan.



     2.7. “Code” means the Internal Revenue Code of l986, as amended.



     2.8. “Committee” means the Profit-Sharing and Retirement Plan Committee.



     2.9. “Compensation” means base compensation received from an Employer for a Plan Year
which is treated as wages on Form W-2 for federal income tax purposes, plus amounts which
are not included in income under Code Sections 125, 132(f)(4), 402(e)(3) and 457, but
excluding bonuses, overtime, incentive pay, reimbursements and expense allowances, monthly
expenses, and other fringe benefits, deferred compensation and welfare benefits. Not more than
$225,000 for 2007 (as adjusted under Code Section 401(a)(17)(B)) of Compensation shall be taken
into account for purposes of determining contributions for any Participant in any Plan Year.



     2.10. “Elective Deferral Agreement” means an agreement between a Participant and his
or her Employer described in Section 5.1.



     2.11. “Elective Deferral Contribution Account” means the account maintained for a
Participant’s Elective Deferral Contributions (except for Roth Deferral Contributions), as adjusted
under Article VII for earnings, losses, changes in market value, fees, expenses and distributions,
if any.



     2.12. “Elective Deferral Contributions” means amounts contributed to the Plan on
behalf of a Participant under his or her Elective Deferral Agreement under Article V, including
pursuant to automatic enrollment under Section 5.1(c). Elective Deferral Contributions are
intended to qualify as “salary reduction” contributions under Code Section 401(k).



     2.13. “Employee” means any person who is employed by an Employer, as determined under
general common law principles, and who is on the payroll of the Employer or a Related Business,
other than (i) a “leased employee,” (ii) a “summer intern,” as determined by the Committee, (iii)
an “off-shift hourly employee,” as determined by the Committee; or (iv) a person who is rendering
services solely as a corporate director or as a self-employed person. An individual who is not
reported as a common law employee on the applicable payroll records, such as an independent
contractor, is excluded from this definition during such period of classification. An individual
will not be retroactively deemed an Employee for purposes of participating in the Plan, even if a
court or administrative agency determines that such individual is a common law employee and not an
independent contractor for all or any portion of the period during which such individual was
excluded from participation in the Plan.



     For purposes of this Section, “leased employee” means any person (other than a common-law
employee of an Employer or Related Business) who, under an agreement between an Employer or Related
Business and any other person (the “leasing organization”), has performed services for the Employer
or Related Business (or for such entity and related persons (determined in accordance with Code
Section 414(n)(6)) on a substantially full-time basis for a period of at



3









 







least one year, provided
that the services are performed under the primary direction or control of the Employer or Related
Business.



     2.14. “Employer” means, as the context requires, either jointly or severally, Nuveen
and, subject to Section 13.7, each entity which is, with respect to Nuveen, a Related Business.



     2.15. “Employer Matching Contribution Account” means the account maintained for the
Employer Matching Contributions made on a Participant’s behalf under Section 6.1, as adjusted under
Article VII for earnings, losses, changes in market value, fees, expenses, and distributions, if
any.



     2.16. “Employer Matching Contributions” means the contributions made by an Employer
under Section 6.1.



     2.17. “Employer Profit-Sharing Contribution Account” means the account maintained for
the Employer Profit-Sharing Contributions made on a Participant’s behalf under Section 4.3, as
adjusted under Article VII for earnings, losses, changes in market value, fees, expenses and
distributions, if any.



     2.18. “Employer Profit-Sharing Contributions” means the contributions made by an
Employer under Section 4.3.



     2.19. “Fiduciaries” means Nuveen, the Committee, the Trustee, and any other
“fiduciary” within the meaning of ERISA, but only to the extent of the specific responsibilities of
each for Plan and Trust administration, as described and allocated in Section 10.l.



     2.20. “5% Owner” means a Participant who is a more-than-5% shareholder of an Employer
which is a corporation, or a person with a more-than-5% capital or profits interest in an Employer
which is not a corporation. A Participant’s ownership in an Employer will be determined under the
rules of Code Section 318.



     2.21. “415 Compensation” means a Participant’s compensation, as determined under
Treasury Regulations § 1.415-2(d), and shall also include amounts which are not included in income
under Code Sections 125, 132(f)(4), 402(e)(3) and 457.



     2.22. “Highly Compensated Employee” means any Employee who:




	 	(a)	 	was a 5% Owner at any time during the current or prior Plan Year; or
	 
	 	(b)	 	for the preceding Plan Year:






	 	(i)	 	had 415 Compensation from the Employer of more than $100,000
for 2007 (as adjusted under Code Section 414); and
	 
	 	(ii)	 	if the Employer elects for the preceding Plan Year, was in the
top-paid group of Employees for the preceding Plan Year.




4









 











     An Employee is in the top-paid group of Employees for any year if such Employee is in the
group consisting of the top 20% of Employees (ranked by 415 Compensation).



     2.23. “Hour of Employment” means each hour for which an Employee is paid or entitled
to payment by an Employer for performance of duties or on account of a period during which no
duties are performed due to vacation, holiday, illness, incapacity, paid layoff, jury duty,
military duty or other leave of absence authorized by an Employer under its standard personnel
practices, administered in a uniform and nondiscriminatory manner, and each hour for which back pay
is either awarded or agreed to by the Employer. Special rules for crediting Hours of Employment
during a period in which the Employee performs no services for the Employer are found in Department
of Labor Regulations §§ 2530.200b-2(b) and (c), which are herein incorporated by reference. Hours
of Employment shall be credited to an Employee with respect to the employment periods to which they
relate, rather than to the periods in which payment is actually made. Hours of Employment shall be
credited to an Employee on the basis of semi-monthly payroll periods; an Employee will be credited
with 95 Hours of Employment for each semi-monthly payroll period for which the Employee would be
required to be credited with at least one Hour of Employment under Department of Labor Regulations
§§ 2530.200b-2(b) and (c).



     Notwithstanding any provision of the Plan to the contrary, Hours of Employment shall be
credited to an Employee with respect to his or her qualified military service in accordance with
Code Section 414(u) and any Treasury Regulations or other official guidance issued under that
Section.



     2.24. “Net Income Before Tax” means net income or loss of the Employer as computed by
its accounting staff and subsequently verified by the Employer’s certified public accountants
before providing for contributions under this Plan and before providing for federal income taxes.



     2.25. “Nuveen” means Nuveen Investments, LLC (formerly known as John Nuveen & Co.
Incorporated), a Delaware limited liability company, or any successor which assumes the role of the
sponsoring employer of this Plan.



     2.26. “Participant” means any Employee who is participating in the Plan under the
provisions of Section 3.l.



     2.27. “Plan” means the Nuveen Investments, LLC Employees’ 401(k)/Profit-Sharing Plan,
as set forth by this document or as subsequently amended.



     2.28. “Plan Year” means the calendar year.



     2.29. “Regular Deferral Contributions” means Elective Deferral Contributions made on
behalf of a Participant pursuant to Section 5.1(a) that are not includible in the Participant’s
gross income at the time deferred.



5









 





     2.30. “Remainder” means the forfeited, non-vested portion of the account of any
Participant who has incurred a Break in Service and terminated employment with the Employer.



     2.31. “Related Business” means any corporation, partnership, proprietorship or other
entity which, along with an Employer, is a member of a “controlled group of corporations,” a group
of trades of businesses (whether or not incorporated) under common control or an “affiliated
service group,” as described in Code Section 414(b), (c) or (m), respectively, or which is required
to be aggregated with an Employer under regulations issued under Code Section 414(o).



     2.32. “Restatement Date” means January l, 2007.



     2.33. “Rollover Account” means the account maintained for a Participant for amounts
(except for transfers of “designated Roth contributions” as defined in Code Section 402A) rolled
over or transferred to the Plan with respect to that Participant from another qualified plan under
Section 3.2, after adjustments for earnings, losses, changes in market value, fees, expenses and
distributions, if any.



     2.34. “Rollover Amount” means any amount received by a Participant that is described
in Code Sections 402(c)(4), 403(a)(4), 403(b)(8)(A), 408(d)(3) or 457(e)(16).



     2.35. “Roth Deferral Contributions” means Elective Deferral Contributions made on
behalf of a Participant pursuant to Section 5.1(a) that: (1) are includible in the Participant’s
gross income at the time the Participant would have received such amount in cash if he or she had
not made such deferral election; (2) have been irrevocably designated as Roth contributions by the
Participant in his or her Elective Deferral Agreement; and (3) are being made in lieu of all or a
portion of the pre-tax Elective Deferral Contributions that the Participant is otherwise eligible
to make under the Plan.



     2.36. “Roth Deferral Contribution Account” means the account maintained for a
Participant’s Roth Deferral Contributions, and “designated Roth contributions” (as defined in Code
Section 402A) received as a rollover, as adjusted under Article VII for earnings, losses, changes
in market value, fees, expenses and distributions, if any.



     2.37. “Service” shall be computed as follows:




	 	(a)	 	For purposes of eligibility to receive allocations of Profit-Sharing
Contributions under Section 4.3, an Employee shall be credited with a year of Service
if he or she is credited with at least 1,000 Hours of Employment in an “eligibility
computation period.” An Employee’s initial eligibility computation period is the
one-year period beginning on the date he or she is first credited with an Hour of
Employment. If needed, an Employee’s subsequent eligibility computation periods are
Plan Years, beginning with the Plan Year which begins during his or her initial
eligibility computation period. If a former Participant described in paragraph (c)
below is reemployed, his or her initial eligibility computation period





6









 











	 	 	 	will begin on
the first date following his or her reemployment when he or she is credited with an
Hour of Employment.
	 
	 	(b)	 	For purposes of vesting under Article VIII, a Participant shall be credited
with a year of Service if he or she is credited with at least 1,000 Hours of Employment
in a Plan Year, including Plan Years in which he or she was an Employee before he or
she became a Participant.
	 
	 	(c)	 	If a Participant who has not made any Elective Deferral Contributions, and
whose vested percentage under the Plan is otherwise 0%, terminates employment and then
experiences the greater of: (1) five consecutive Breaks in Service; or (2) the number
of consecutive Breaks in Service that are equal to the aggregate number of his or her
years of Service that occurred before such Breaks in Service, then such former
Participant’s prior Service credit under paragraphs (a) and (b) above will not be taken
into account for purposes of determining the vested percentage of the Participant’s
benefits that are accrued after such Breaks in Service.
	 
	 	(d)	 	If a Participant who has made any Elective Deferral Contributions, and/or whose
vested percentage under the Plan is otherwise greater than 0%, terminates employment
and is reemployed as an Employee before experiencing the greater of: (1) five
consecutive Breaks in Service; or (2) the number of consecutive Breaks in Service that
are equal to the aggregate number of his or her years of Service that occurred before
such Breaks in Service, then such reemployed Participant’s prior Service credit under
paragraphs (a) and (b) above will be taken into account for purposes of determining the
vested percentage of the Participant’s benefits that are accrued after such Breaks in
Service.
	 
	 	(e)	 	For all purposes of this Section 2.37, Service shall be calculated using all
Hours of Employment performed for the Employer and any Related Business.
	 
	 	(f)	 	If a leased employee (as defined in Section 2.13) becomes an Employee, his or
her service with an Employer or a Related Business while a leased employee shall be
included for purposes of computing his or her Hours of Employment and continuous
Service under the Plan, to the same extent as actual Service with the Employer or
Related Business.
	 
	 	(g)	 	If an off-shift hourly employee, who was not an “Employee” under Section 2.13,
later becomes an Employee, his or her service with an Employer or a Related Business
while he or she was an off-shift hourly employee shall be included for purposes of
computing his or her Hours of Employment and continuous Service under the Plan, to the
same extent as actual service with the Employer or Related Business.





     2.38. “Settlement Date” means the date as of which payment of a Participant’s Accounts
shall be made or begin. A Participant’s Settlement Date will occur as soon as practicable after
his or her termination of employment (for any reason), unless the Participant elects to defer his



7









 







or her Settlement Date under Section 9.1(b), but in no event later than April 1 of the calendar
year following the later of the calendar year in which the Participant attained age 701/2 or the
calendar year in which his or her termination of employment occurred. If the Participant is a 5%
Owner with respect to the calendar year in which he or she attained age 701/2, his or her Settlement
Date cannot be later than April 1 of the calendar year following the calendar year in which he or
she attained age 701/2.



     2.39. Top-Heavy Plan Definitions:




	 	(a)	 	“Determination Date” means, for purposes of determining whether the
Plan is Top-Heavy for a particular Plan Year, the last day of the preceding Plan Year.
	 
	 	(b)	 	“Key Employee” means any Employee or former Employee (including a
deceased Employee) who at any time during the Plan Year that includes the Determination
Date was:






	 	(i)	 	An officer of an Employer who receives as compensation for the
year more than $130,000 (as adjusted under Code Section 416(i)(1) for Plan
Years beginning after December 31, 2002);
	 
	 	(ii)	 	An Employee owning (or considered as owning within the meaning
of Code Section 318) 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; or
	 
	 	(iii)	 	An Employee who receives as compensation for the year from the
Employer more than $l50,000 and who would be described in subparagraph (ii)
immediately above if “l%” were substituted for “5%.”
	 
	 	 	 	For purposes of applying Code Section 318 to the provisions of this
subsection (c), Code Section 318(a)(2)(C) shall be applied by substituting
“5%” for “50%.” In addition, Code Section 414(b), (c) and (m) shall not
apply for purposes of determining ownership percentages in an Employer under
this paragraph (c). For purposes of determining Key Employees,
“compensation” means 415 Compensation. The determination of who is a Key
Employee will be made in accordance with Code Section 416(i)(1) and the
applicable regulations and other guidance of general applicability issued
thereunder.






	 	(c)	 	“Non-Key Employee” means any Employee (including a Beneficiary of such
Employee, if that Beneficiary is a Participant) who is not a Key Employee.
	 
	 	(d)	 	For purposes of this Section and Article XV, the terms “Required Aggregation
Group” and “Permissive Aggregation Group” have the following meanings:




8









 












	 	(i)	 	“Required Aggregation Group” means a group of plans consisting
of (A) each plan of the Company in which a Key Employee is a participant, and
(B) each other plan of the Company which enables any plan described in (A) to
meet the requirements of Code Section 401(a)(4) or 410; and
	 
	 	(ii)	 	“Permissive Aggregation Group” means the Required Aggregation
Group described in (i) plus any other plan of the Company not required to be
included in the Required Aggregation Group, but which is designated by the
Company as being part of such group if such group would continue to meet the
requirements of Code Sections 401(a)(4) and 410 with such plan being taken into
account.






	 	(e)	 	“Top-Heavy Plan” or “Top-Heavy” shall refer to the Plan if, as
of any Determination Date, the aggregate of the accrued benefits of Key Employees who
are Participants under the Plan (including accrued benefits under any other Plan
aggregated with the Plan under the following subparagraph) exceeds 60% of the aggregate
of the Accounts of all Employees under the Plan, as determined in accordance with the
provisions of Code Section 4l6(g). For this purpose, Employees and Key Employees shall
include only such individuals who performed services for an Employer during the
one-year period ending on the Determination Date. The present value of accrued benefits
of an Employee as of the Determination Date shall be increased by the distributions
made with respect to the Employee under the Plan and any plan aggregated with the Plan
under the following subparagraph during the 1-year period ending on the Determination
Date. The preceding sentence shall also apply to distributions under a terminated plan
which, had it not been terminated, would have been aggregated with the Plan under the
following subparagraph. In the case of a distribution made for a reason other than a
Retirement Date, death, or Permanent Disability, this provision shall be applied by
substituting “5-year period” for “1-year period.”
	 
	 	 	 	The determination of whether the Plan is Top-Heavy shall be made after aggregating
all other tax-qualified plans of the Employer in which a Key Employee participates
or which enable any such tax-qualified plan to satisfy the requirements of Code
Sections 401(a)(4) and 410, to the extent such aggregation is required by Code
Section 416(g)(2), and after aggregating any other such plan of the Employer which
may be taken into account under the permissive aggregation rules of Code Section
416(g)(2)(A)(ii) if such permissive aggregation thereby eliminates the Top-Heavy
status of any plan within such Permissive Aggregation Group. In determining the
accrued benefit of any Employee under any defined benefit plan which is aggregated
under this subparagraph, the accrual method used shall be the actual accrual method
used under all such plans of the Employer.
	 
	 	 	 	Any Catch-up Contributions with respect to the current Plan Year are disregarded for
purposes of Code Section 416, but Catch-up Contributions made in prior Plan 




9









 






	 	 	 	Years
are included in the Account balances used to determine whether the Plan is
Top-Heavy.





     2.40. “Trust Fund” or “Trust” means the fund presently held by the Trustee to
which all contributions pursuant to this Plan will be made and out of which all benefits payable
pursuant to this Plan will be provided, and shall include all contributions by the Employer and
Participants and all investments thereof and accumulated earnings thereon.



ARTICLE III.




PARTICIPATION




     3.1. Dates of Participation.




	 	(a)	 	Each Employee who was a Participant in the Plan on the Restatement Date will
continue to be a Participant in the Plan after the Restatement Date, provided he or she
continues to be an Employee.
	 
	 	(b)	 	Each Employee who was not a Participant on the Restatement Date will become a
Participant hereunder on the first day of the first payroll period beginning after the
later of:






	 	(i)	 	the Employee’s date of hire by an Employer; or
	 
	 	(ii)	 	the date the Employee attains age 21.






	 	(c)	 	A Participant’s status as such will, for purposes of receiving contributions or
allocations under Articles IV, V and VI, cease upon termination of employment, but such
a person shall continue to be a Participant for all other purposes of the Plan until he
or she has received all payments to which he or she is entitled under the Plan.





     3.2. Rollover Amount. Any Employee who becomes a Participant pursuant to Section 3.l
may file a written application with the Committee requesting that the Trustee accept a Rollover
Amount from such Participant. The Committee, in its sole discretion, shall determine whether the
amount in question is a Rollover Amount and whether the Participant shall be permitted to
contribute it to the Trust. Any written application filed pursuant to this Section shall set forth
the amount of such Rollover Amount and a statement, satisfactory to the Committee, that such
contribution constitutes a Rollover Amount, and the Committee may request such other information as
is necessary to implement this Section. Rollover Amounts shall be accepted in cash only. In the
event the Committee permits a Participant to contribute a Rollover Amount, such Rollover Amount
shall become part of the Trust Fund and shall be maintained in a separate, fully-vested Rollover
Account.



     Any rollover of “designated Roth contributions,” as defined in Code Section 402A, must be
delivered directly to the Trustee by the trustee or plan administrator of the distributor plan (a
“direct rollover”). Such Roth Rollover Amount must be accompanied by, in addition to any



10









 







information or documentation required by the Plan Administrator for Rollover Amounts generally, a
statement of the plan administrator of the transferring plan indicating either the first year of
the five-taxable-year period of participation with respect to such account and the portion of the
distribution that is attributable to investment in the contract under Code Section 72, or that the
distribution is a qualified distribution. Notwithstanding anything in this Plan to the contrary, a
direct rollover from a designated Roth account shall be credited to the Participant’s Roth Deferral
Contribution Account.



ARTICLE IV.




EMPLOYER PROFIT-SHARING CONTRIBUTIONS




     4.1. Profit-Sharing Contribution Formula. Subject to all rights herein reserved to it
with respect to alteration, amendment, interruption or discontinuance of the Plan, Nuveen may pay
to the Trustee a Profit-Sharing Contribution for each Plan Year. The amount of such contribution
(if any) shall be in the sole discretion of Nuveen, but shall not exceed the maximum amount that
would be allowable to Nuveen as an income tax deduction for such Plan Year under the
then-applicable provisions of the Code. In no event shall the amount of any Profit-Sharing
Contribution be such as to reduce Nuveen’s Net Income Before Tax from a profit to a loss position.
Nuveen shall not be obligated to make any Profit-Sharing Contribution for any Plan Year, regardless
of the size of Nuveen’s Net Income Before Tax in a particular year.



     The Profit-Sharing Contribution (if any) shall be payable as of the last day of each Plan Year
and shall be paid to the Trustee not later than the deadline prescribed by law for the filing of
Nuveen’s federal income tax return for such Plan Year (including extensions thereof).



     4.2. Statements. Nuveen shall, at or before the later of the time of making its
Profit-Sharing Contribution for any Plan Year, or of filing its federal income tax return for such
year, deliver to the Committee and the Trustee a statement of the amount (if any) of its
Profit-Sharing Contribution for such Plan Year.



     4.3. Allocation of Employer Profit-Sharing Contribution. The Profit-Sharing
Contribution to the Trust for any Plan Year shall first be used to make any special allocations
required under Section 8.4(b) which could not be made under Section 7.2 because there were
insufficient Remainders; the balance shall then be allocated and credited to the separate
Profit-Sharing Accounts of all eligible Participants. A Participant will become eligible to
receive allocations of Profit-Sharing Contributions once he or she has completed a year of Service
as defined in Section 2.37(a). A Participant described in the preceding sentence is eligible to
receive an allocation of Profit-
Sharing Contributions for a particular Plan Year if the Participant was an Employee as of the
last day of that Plan Year.



     Profit-Sharing Contributions shall be allocated to the Profit-Sharing Account of each
Participant described in the preceding paragraph in the proportion that Compensation paid to the
Participant during the Plan Year (including Compensation paid during any part of that Plan Year
prior to the date when he or she became a Participant) bears to the total of such Compensation paid
by the Employer during the Plan Year to all Participants eligible to receive Profit-Sharing
Contributions who were Employees as of the last day of the Plan Year. Allocations of



11









 







contributions
under this Section 4.3 shall be considered as having been made on the last day of the applicable
Plan Year regardless of the dates of actual entries or receipt by the Trustee.



     4.4. Qualified Military Service. Notwithstanding any other provision of the Plan,
Employer Profit-Sharing Contributions shall be made with respect to Participants who have incurred
qualified military service in accordance with Code Section 414(u) and any Treasury Regulations or
other official guidance issued under that Section.



ARTICLE V.




PARTICIPANT ELECTIVE DEFERRALS




     5.1. Elective Deferrals .




	 	(a)	 	Regular and Roth Deferral Contributions. A Participant may elect to
make Regular and/or Roth Deferral Contributions by entering into an Elective Deferral
Agreement that shall apply to each payroll period. The terms of any such Elective
Deferral Agreement shall provide that the Participant agrees to a reduction in
Compensation equal to a whole percentage of his or her Compensation for each payroll
period after the Elective Deferral Agreement becomes effective. A Participant may
elect to defer up to 60% of his or her Compensation, subject to the annual limit
described in Section 5.6 and other limits under applicable law or as established by the
Committee pursuant to Section 10.3. Notwithstanding the previous sentence, an eligible
Participant may elect to defer up to an additional 40% of his or her Compensation with
respect to Catch-up Contributions. Nuveen may change the minimum deferral percentage
and/or maximum deferral percentage provided for in this paragraph prospectively for any
Plan Year; provided, however, that no such change will be effective unless it is
communicated to Participants at least 20 days before the last day as of which a
Participant may make or change his or her Elective Deferral Agreement.
	 
	 	 	 	A Participant may elect in his or her Elective Deferral Agreement to designate
irrevocably (but not retroactively) any portion of his or her Elective Deferral
Contributions (including Catch-up Contributions) as Roth Deferral Contributions.
Regular and/or Roth Deferral Contributions shall continue in effect at the rate
elected by the Participant until the Participant changes or suspends such election
in accordance with the terms of the Plan. Contributions made to the Plan as one
type, either Regular or Roth, may not later be reclassified as the other type.
	 
	 	(b)	 	Catch-up Contributions. Participants who are eligible to make Elective
Deferral Contributions under this Plan and who will attain age 50 by the end of the
Plan Year shall be eligible to make Catch-Up Contributions in accordance with, and
subject to the limitations of, Section 5.1(a) above, and Code Section 414(v) and the
Treasury Regulations and guidance issued thereunder. Except as otherwise provided in
the Plan or applicable law, Catch-up Contributions will be referred to and administered
as Elective Deferral Contributions. Catch-up Contributions shall not be taken into
account for purposes of applying the limitations of Code





12









 











	 	 	 	Sections 401(a)(30) and 415,
and for certain purposes under Code Sections 401(k)(3), 401(k)(12), 410(b), and 416.
	 
	 	(c)	 	Automatic Enrollment. Notwithstanding anything in this Plan to the
contrary, each Employee who first becomes a Participant on or after January 1, 2007 and
who fails to affirmatively either enter into an Elective Deferral Agreement or decline
enrollment in the Plan within 60 days from the date he or she becomes a Participant
will be deemed to have elected to have three percent (3%) of his or her Compensation
withheld from his or her paycheck as Regular Deferral Contributions. The Employer will
automatically withhold such an amount from such Participant’s Compensation and will be
required to contribute such amount to the Plan on the Participant’s behalf. A
Participant’s deemed election under this paragraph shall commence as soon as
administratively possible after the deemed election can be processed, provided that
this election will not take effect before the 60th day following the date
the Employee becomes a Participant. A Participant’s deemed election will remain in
effect until the Participant files a subsequent election revoking or changing the
deemed election. A Participant’s subsequent election will apply on a prospective basis
only.





     5.2. Deduction of Elective Deferral Contributions. The Employer shall deduct a
Participant’s Elective Deferral Contributions from the Compensation of the Participant and, as soon
as practicable after the deduction is made but in no event later than the 15th business day of the
month following the month in which the deduction is made, shall contribute the sums so deducted to
the Trustee for investment in accordance with the Participant’s directions made under Section 11.2.



     5.3. Change in Rate of Elective Deferral Contributions. Within the limitations of
Section 5.1, a Participant may change the percentage of his or her Elective Deferral Contributions
being made from his or her Compensation, or the allocation of his or her Elective Deferral
Contributions between Regular and Roth Deferral Contributions, as follows:




	 	(a)	 	as of the first day of the first payroll period beginning in any
calendar quarter, by submitting the appropriate form to the Committee at least
10 business days preceding the date such change is to become effective, or by
such other date as the Committee shall designate; and
	 
	 	(b)	 	if a Participant’s Compensation is adjusted during the Plan Year, as of
the first day of the first payroll period after his or her submission of the
appropriate form to the Committee, or as soon as practicable thereafter. If
the Participant does not submit the appropriate form by the first day of the
first month following the Compensation adjustment, or by such other date as the
Committee shall designate, then the timing of the Participant’s election change
will no longer be subject to this Section 5.3(b), and will once again be
subject to Section 5.3(a).




13









 











     5.4. Suspension of Elective Deferral Contributions. A Participant may elect to
suspend making Elective Deferral Contributions as of the first day of a payroll period by
submitting the appropriate form to the Committee at least 10 business days preceding the date such
suspension is to become effective.



     5.5. Nonforfeitability of Elective Deferral Contributions. All Elective Deferral
Contributions shall be fully vested and nonforfeitable at all times.



     5.6. Annual Limit on Elective Deferral Contributions. No Participant shall be
permitted to have Elective Deferral Contributions, other than Catch-up Contributions, made under
this Plan or any other qualified plan maintained by the Employer during any calendar year in excess
of the dollar limitation contained in Code Section 402(g) in effect at the beginning of such
calendar year. The dollar amount of the limit under Code Section 402(g) for 2007 is $15,500. Any
Elective Deferral Contributions (excluding Catch-up Contributions) made by the Employer on behalf
of a Participant in excess of the applicable Code Section 402(g) limit for a calendar year, and the
earnings attributable thereto (as calculated under Section 5.8), shall be returned to the
Participant no later than the April 15 following the close of the calendar year in which such
excess Elective Deferral Contributions were made; provided that Regular Deferral Contributions, if
any, will be returned before any Roth Deferral Contributions.



     If a Participant determines that he or she would exceed the limitation of this Section 5.6
when his or her Elective Deferral Contributions under this Plan are aggregated with the amounts
deferred by the Participant under other plans or arrangements described in Code Sections 401(k),
408(k), 403(b) or 501(c)(18), the Participant may request that the Committee distribute the excess
deferrals. Such excess deferrals and income or loss allocable thereto (as calculated under Section
5.8) may be distributed no later than April 15 of the calendar year following the calendar year in
which any such excess deferrals are contributed to Participants who claim such allocable deferral
contributions, and Regular Deferral Contributions, if any, will be distributed before any Roth
Deferral Contributions. The Participant’s claim shall be in writing, shall be submitted to the
Committee no later than March 15 of the calendar year following the calendar year in which any such
excess deferrals are contributed, shall specify the Participant’s deferral contribution amount for
the preceding calendar year, and shall be accompanied by the Participant’s written statement that
if such amounts are not distributed, such deferral contributions, when added to amounts
deferred under other plans or arrangements described in Code Sections 401(k), 408(k), 403(b) or
501(c)(18), will exceed the limit imposed on the Participant in accordance with the applicable
provisions of the Code for the year in which the deferral contributions occurred. To the extent
the excess deferral arises under this Plan, when combined with other plans of the Employer, the
individual will be deemed to have notified the Committee of the excess deferral and to have
requested distribution.



     Any Catch-up Contributions made pursuant to Section 5.1(b) will be disregarded for purposes of
applying the limits in the preceding paragraphs of this Section 5.6.



     5.7. Elective Deferral Contributions Discrimination Limitation. The Employer may
decrease the maximum permissible Elective Deferral Contributions (except Catch-up Contributions)
for certain Participants as determined by the Employer each year, distribute



14









 







Elective Deferral
Contributions, provided that Regular Deferral Contributions, if any, will be distributed before any
Roth Deferral Contributions (including any gain or loss thereon as calculated under Section 5.8)
(except Catch-up Contributions) made by certain Participants as it shall determine within 21/2 months
after the end of the Plan Year to which they relate, and/or make additional Elective Deferral
Contributions on behalf of certain Participants, to the extent necessary so that for any Plan Year:




	 	(a)	 	The average Actual Deferral Percentage of eligible Employees who are Highly
Compensated Employees is not more than 1.25 times the average Actual Deferral
Percentage for the prior year of all other eligible Employees; or
	 
	 	(b)	 	The excess of the average Actual Deferral Percentage of eligible Employees who
are Highly Compensated Employees over the average Actual Deferral Percentage for the
prior year of all other eligible Employees is not more than two percentage points and
the average Actual Deferral Percentage of eligible Employees who are Highly Compensated
Employees is not more than two times the average Actual Deferral Percentage for the
prior year of all other eligible Employees.





     5.8. Calculation of Income or Loss on Excess Deferrals. The income or loss allocable
to the excess deferrals under Sections 5.6 and 5.7 shall be calculated on a uniform basis under
Regulation § 1.401(k)-2(b)(ii).



     5.9. Qualified Military Service. Notwithstanding any other provision of the Plan, a
Participant who has incurred qualified military service shall be permitted to make Elective
Deferral Contributions to the Plan in accordance with Code Section 414(u) and any Treasury
Regulations or other official guidance issued under that Section.



ARTICLE VI.




EMPLOYER MATCHING CONTRIBUTIONS




     6.1. Employer Matching Contributions. The Employer shall make an Employer Matching
Contribution to the Trust on behalf of each Participant who makes Elective Deferral Contributions
under the Plan, equal to 50% of each such Participant’s Elective Deferral Contributions (excluding
Catch-up Contributions) up to 10% of Compensation for each payroll period. Nuveen may change the
Employer Matching Contribution prospectively for any Plan Year.



     6.2. Employer Matching Contributions Nondiscrimination Limitation. The Employer may
distribute the amount of vested Employer Matching Contributions (including any gain or loss thereon
as calculated under Section 6.3) made for certain Participants as it shall determine each Plan Year
within 21/2 months following the close of the Plan Year to which they relate, and/or forfeit unvested
Employer Matching Contributions on behalf of certain Participants, to the extent necessary so that
for any Plan Year:



15









 






	 	(a)	 	The average Actual Contribution Percentage of eligible Employees who are Highly
Compensated Employees is not more than 1.25 times the average Actual Contribution
Percentage for the prior year of all other eligible Employees; or
	 
	 	(b)	 	The excess of the average Actual Contribution Percentage of eligible Employees
who are Highly Compensated Employees over the average Actual Contribution Percentage
for the prior year of all other eligible Employees is not more than two percentage
points and the average Actual Contribution Percentage of eligible Employees who are
Highly Compensated Employees is not more than two times the average Actual Contribution
Percentage for the prior year of all other eligible Employees.





     In the event an Employer Matching Contribution relates to an excess deferral under Section
5.6, or an excess contribution under Section 5.7, the Employer Matching Contribution and income
allocable thereto shall be treated as Remainders. The income allocable to an Employer Matching
Contribution shall be determined in accordance with Section 6.3.



     The Plan will be permitted to satisfy the Actual Contribution Percentage test under this
Section 6.2 by satisfying Section 6.2(b) and the Actual Deferral Percentage test under Section 5.7
by satisfying Section 5.7(b) for any Plan Year only to the extent permitted by law.



     6.3. Calculation of Income or Loss on Excess Contributions. The income or loss
allocable to the excess contributions under Sections 6.2 and 7.6 shall be calculated on a uniform
basis under Regulation § 1.401(m)-2(b)(ii).



     6.4. Qualified Military Service. Notwithstanding any other provision of the Plan,
Employer Matching Contributions shall be made with respect to Participants who have incurred
qualified military service in accordance with Code Section 414(u) and any Treasury Regulations or
other official guidance issued under that Section.



ARTICLE VII.




ACCOUNTING; LIMITS ON ANNUAL ADDITIONS




     7.1. Separate Accounts.




	 	(a)	 	The Committee (or the Trustee upon the direction of the Committee) will
maintain one or more separate Accounts in the name of each Participant (or former
Participant who has not yet received all payments due to him or her under the Plan) to
reflect his or her participation in the Trust. A separate Account maintained for any
Participant shall not represent any interest in a specific asset of the Trust, but
merely a proportionate interest in those investments held in common by the Trust in
which the Participant directed his or her Account to be invested. Earnings on any
investment shall accrue proportionately to those Accounts having an interest in such
investment and shall be reinvested by the Trustee, except as otherwise provided in the
Trust, in the same investment. As of





16









 











	 	 	 	each December 3l, the total of all Account
balances shall reflect the fair market value of the Trust Fund as of that date.
	 
	 	(b)	 	The Committee (or the Trustee upon the direction of the Committee) shall, for
each Participant who was a participant in the Rittenhouse Plan, maintain a separate
accounting or subaccounting of the amount of such Participant’s interest (if any) in
each of his or her Accounts which is attributable to his or her account balances under
the Rittenhouse Plan.





     7.2. Allocation of Remainders. Any Remainders which are determined during any Plan
Year shall first be used to make special allocations under Section 8.4(b); the balance, if any,
shall then be allocated among and credited to the Profit-Sharing Accounts of all Participants
eligible for Profit-Sharing Contributions and who were Employees as of the last day of the Plan
Year, in the same manner as if such Remainders were Profit-Sharing Contributions of the Employer
for the Plan Year.



     7.3. Statement of Account. As soon as practicable after the close of each Plan Year,
the Committee will deliver (or will direct the Trustee to deliver) to each Participant a statement
of his or her Account balance or balances as of that date in such detail as the Committee may
direct. The Committee may cause statements of a Participant’s Account balance or balances to be
delivered more frequently than annually. Participants may inspect the Trustee’s records pertaining
to their individual Accounts.



     7.4. Distributions. All payments or distributions made to or for the benefit of a
Participant or his or her Beneficiary will be charged against the Accounts of the Participant or
Beneficiary when paid or distributed; provided, however, that Regular Deferral Contributions, if
any, will be distributed before any Roth Deferral Contributions.



     7.5. Adjustments. Allocations of Remainders under Section 7.2 shall be considered as
having been made on the last day of the Plan Year during which they became Remainders, regardless
of the dates of actual entries or receipt by the Trustee.



     7.6. Yearly Limitations on Total Additions to Participant’s Accounts. Notwithstanding
any other provisions of the Plan, the total “additions” (as defined below) to a Participant’s
Account for any Plan Year shall not exceed the lesser of:




	 	(a)	 	$40,000, adjusted for each Plan Year to take into account any adjustment
provided under Code Section 415(d); or
	 
	 	(b)	 	100% of 415 Compensation paid to the Participant by the Employer in that Plan
Year.




For purposes of this Section, the term “addition” shall mean, with respect to each Participant, for
each Plan Year, (i) the sum of the Employer Matching Contributions and Profit-Sharing
Contributions, Elective Deferral Contributions (excluding Catch-up Contributions) and Remainders
made to the Plan on his or her behalf and (ii) amounts derived from contributions


17









 






paid or accrued
which are attributable to post-retirement medical benefits allocated to the separate account of a
key employee, as defined in Code Section 419A(d)(3), under a welfare benefit fund, as defined in
Code Section 419(c), maintained by the Employer. In applying the above limitation, all qualified
defined contribution plans maintained by the Employer shall be treated as one qualified defined
contribution plan. Furthermore, the 415 Compensation limitation referred to in (b) above will not
apply for any contribution for medical benefits (as defined in Code Section 419A(f)(2)) which is
otherwise treated as an “addition” under Code Section 419A(d)(2).




     If, as a result of a reasonable error in estimating a Participant’s 415 Compensation, or as a
result of a reasonable error in determining the amount of Elective Deferral Contributions that may
be made with respect to any Participant under the limits of Code Section 415, or under other
limited facts and circumstances that the Internal Revenue Service finds justifiable, an excess
amount exists, Elective Deferral Contributions (excluding Catch-up Contributions) as adjusted for
income or loss pursuant to Section 6.3 shall be returned to the Participant to the extent necessary
to satisfy this Section 7.6; provided, however, that Regular Deferral Contributions, if any, will
be returned before any Roth Deferral Contributions. To the extent an excess amount still exists or
to the extent the Elective Deferral Contributions cannot be returned to the Participant pursuant to
the preceding sentence, the excess amount shall be disposed of in one of the following methods. If
the Participant is covered by the Plan as of the end of the Plan Year, the excess amount in the
Participant’s Accounts will be used to reduce Employer contributions for the Participant in the
next Plan Year and each succeeding Plan Year. If the Participant is not covered by the Plan as of
the end of the Plan Year, then the excess amount will be held unallocated in a suspense account and
allocated to the Accounts of all other Participants in the Plan for the next Plan Year before any
other amounts are allocated for such next Plan Year.



ARTICLE VIII.




VESTING AND TERMINATION




     8.1. Vested Interest.




	 	(a)	 	A Participant’s Elective Deferral Contribution Account, Roth Deferral
Contribution Account, and Rollover Account shall at all times be fully vested and
nonforfeitable.
	 
	 	(b)	 	Subject to the provisions of this Article VIII, each Participant’s vested
percentage and non-vested percentage in his or her Employer Profit-Sharing Contribution
Account and Employer Matching Contribution Account will be determined in accordance
with the following schedule:




18









 











	 	 	 	 	 	 	 	 	 
	Years of Service	 	Vested Percentage	 	Non-Vested Percentage
	0-1
	 	 	0	%	 	 	100	%
	2
	 	 	20	%	 	 	80	%
	3
	 	 	40	%	 	 	60	%
	4
	 	 	60	%	 	 	40	%
	5
	 	 	80	%	 	 	20	%
	6 or more
	 	 	100	%	 	 	0	%







	 	(c)	 	For vesting purposes, years of Service completed after a period in which the
Participant incurred at least five consecutive Breaks in Service shall be disregarded
for the purpose of determining his or her vested interest in the portion of the
Participant’s Account which accrued before such Breaks in Service.





     8.2. Vesting at Normal Retirement Age. A Participant will become 100% vested in his
or her Accounts on the later of his or her 65th birthday or the fifth anniversary of the date he or
she became a Participant, if he or she is still an Employee on that date and had not already become
100% vested.



     8.3. Vesting on Death or Permanent Disability. If a Participant dies or incurs a
Permanent Disability, his or her entire Account or Accounts shall become 100% vested as of the date
of his or her death or Permanent Disability. If, in the opinion of the Employer and concurred upon
by the Committee, a Participant is unable to perform the duties of his or her employment because of
physical or mental disability and a physician acceptable to the Committee certifies that such
disability is likely to be permanent, he or she will be considered to have incurred a “Permanent
Disability” for purposes of the Plan. Such Permanent Disability shall be deemed to commence on the
date the physician’s certificate is received by the Committee.



     8.4. Determination of Remainders; Restoration of Remainders Upon Reemployment.




	 	(a)	 	If a Participant has not made any Elective Deferral Contributions under the
Plan, and his or her vested percentage under the Plan at his or her termination of
employment is otherwise 0%, his or her Accounts will be considered a Remainder as of
the last day of the Plan Year during which the Participant experienced a Break in
Service.
	 
	 	(b)	 	If a Participant ceased participation in the Plan, received a distribution of
the vested portion of his or her Plan Accounts (with any non-vested part of his or her
Accounts considered a Remainder as of the last day of the Plan Year during which the
Participant experienced a Break in Service), and the individual subsequently becomes a
Participant again before he or she incurs five consecutive Breaks in Service, he or she
may, at any time while he or she is again a Participant and within five years after his
or her rehire date, repay (without interest) the vested amount which was paid to him or
her from his or her Plan Accounts. If the Participant makes such repayment, the
Committee will, as of the last day of the 




19









 






	 	 	 	Plan Year coincident or next following such
repayment, make a special allocation to these Accounts so that the dollar value of the
balance in these Accounts is the same as it was on the date such amount was considered
a Remainder (unadjusted for any subsequent gains or losses of the Trust’s assets).





ARTICLE IX.




DISTRIBUTION OF BENEFIT




     9.1. Time and Manner of Distribution.




	 	(a)	 	As of a Participant’s Settlement Date, that portion of his or her separate
Account or Accounts which is then vested shall be distributed in accordance with this
Section 9.1, subject to the provisions of Section 9.7. Such vested portion, reduced by
(i) any loans made to him or her by the Trustee pursuant to Section 9.3 which are
treated as distributions pursuant to the Code and (ii) accrued interest on any such
loan that is unpaid, will be distributed to or for the benefit of the Participant, or,
in the event of his or her death, to or for the benefit of his or her Beneficiary. In
any event, distribution will be made in a cash lump sum if the amount to be distributed
is $5,000 or less. Otherwise, distribution will be made by any one or any combination
of the following methods as the Participant or his or her Beneficiary, as applicable,
shall consent to and direct:






	 	(i)	 	By payment in full of the amount credited to such Participant’s
Account or Accounts at the time of his or her Settlement Date, in cash with
respect to any specific security account involving less than $300, otherwise in
cash
or in kind or any combination thereof. Any distribution of assets in kind
under the Plan shall be measured at the fair market value of such assets on
the date of distribution.
	 
	 	(ii)	 	By substantially equal periodic payments, not less frequently
than quarterly, beginning on the Participant’s Settlement Date, based on the
amount credited to such Participant’s Account or Accounts at the time such
payments commence, plus any earnings on the unpaid balance, but subject to
readjustment from time to time, as may be determined to exhaust such
Participant’s interest over a specified period elected by the Participant,
which cannot exceed 10 years. If a Participant has a Roth Deferral
Contribution Account, then the periodic installments will be paid last from
such Account. If payments to the Participant had not commenced as of his or
her death, payments to the Participant’s Beneficiary shall be made in
accordance with Section 9.7 and Code Section 401(a)(9). In no event shall
payment under this subparagraph be less than $25.






	 	(b)	 	Subject to Section 9.7, the payment of the amount credited to a Participant’s
Account(s) generally must begin not later than 60 days after the close of the Plan Year
in which occurs the latest of his or her 65th birthday, termination of





20









 











	 	 	 	employment with
the Employer, or the tenth anniversary of the date he or she became a Participant. If
the amount credited to a Participant’s Account(s) exceeds $5,000, he or she may elect
to defer his or her Settlement Date to any date that is not later than April 1 of the
calendar year following the calendar year in which the Participant attains age 701/2 or,
if later for a Participant who is not a 5% Owner, the calendar year in which the
Participant terminates employment.
	 
	 	(c)	 	In the event of a cash lump-sum distribution under Section 9.1(a) that is
greater than $1,000 but does not exceed $5,000, if the Participant does not elect to
have such distribution paid in a direct rollover to an Eligible Retirement Plan
specified by the Participant or to receive the distribution directly, then the Plan
administrator will pay the distribution in a direct rollover to an individual
retirement account designated by the Plan administrator; provided, however, that any
balance from a Participant’s Roth Deferral Contribution Account will automatically be
rolled over to a “Roth IRA” as defined in Code Section 408A.





     9.2. In-Service Distributions from Rittenhouse Plan Accounts. If a Participant was a
participant in the Rittenhouse Plan, he or she may, prior to his or her Settlement Date, consent to
and direct distribution of any portion of his or her Accounts described in Section 7.1(b) as
follows:




	 	(a)	 	If the Participant has reached age 591/2, he or she may consent to and direct
distribution of any or all of the amounts subject to Section 7.1(b); or
	 
	 	(b)	 	If the Participant has not reached age 591/2, he or she may consent to and direct
distribution of any or all amounts subject to Section 7.1(b) which are not
attributable to his or her Elective Deferral, Qualified Matching Contribution,
Qualified Nonelective Contribution or Safe Harbor Contribution Accounts.





     9.3. Loans. The Committee shall have the power to establish a program for loans from
the Plan to Participants. Any such program, when adopted, shall constitute a part of this Plan,
even though it may be contained in a separate written document. The Committee shall administer and
interpret any such Participant loan program so that it is consistent with Department of Labor
Regulations § 2550.408b-1. Notwithstanding any provision of the Plan or the Participant loan
program to the contrary, loan repayments of Participants engaged in qualified military service will
be suspended under the Plan as permitted under Code Section 414(u)(4) and any Treasury Regulations
or other official guidance issued under that Section.



     9.4. Designation of Beneficiaries. Each Participant may designate any person or
persons as Beneficiary or Beneficiaries to whom his or her separate Account or Accounts shall be
paid in case of his or her death. The designation of Beneficiaries shall be subject to the
following rules:




	 	(a)	 	A Participant’s designation of his or her Beneficiary or Beneficiaries must be
made by written instructions signed by him or her in a form prescribed by the Committee
and filed with the Committee and the Trustee before his or her death.





21









 











	 	 	 	Any new
designations so filed shall automatically revoke all prior designations. A married
Participant may name as Beneficiary or Beneficiaries someone other than his or her
Spouse only with the Spouse’s written consent witnessed by a Plan representative or a
notary public. If a married Participant designates his or her Spouse as a Beneficiary,
such designation shall automatically become null and void if the Participant and the
designated Spouse subsequently divorce. For purposes of this Article IX, the term
“Spouse” means an individual who is a spouse for purposes of the Code.
	 
	 	(b)	 	If a Participant dies without having a Beneficiary designation then in force,
or if all Beneficiaries designated by him or her shall have died before him or her or
before complete payment of his or her interest, or if, for any reason, distribution
cannot be made to the Beneficiary, distribution shall be made in the following order:
to the Participant’s (i) surviving Spouse; (ii) surviving children; (iii) surviving
grandchildren; (iv) surviving parents; (v) surviving brothers and sisters; or (vi)
executors or administrators. Any determination or direction made by the Committee in
good faith as to the rights or identity of any Beneficiary shall be conclusive on all
persons, and neither an Employer, the Committee, nor an Employer’s officers or
employees shall be liable to any person on account of any error in such decision or
determination. Any payment made in accordance with this Section shall fully discharge
the Committee, each Employer, the Trustee, and their respective officers and employees
from all future liability with respect to the amount so paid.





     9.5. Un-cashed Benefit Checks and Missing Participants.




	 	(a)	 	Un-cashed Benefit Checks. If a distribution check is issued under the
Plan to a Participant or Beneficiary and remains outstanding after the expiration date
set forth on the face of the check, and reasonable efforts to locate the Participant or
Beneficiary have been unsuccessful, the amount of the check will be re-deposited into
the Plan and held in an un-cashed check forfeiture account. If the Participant or
Beneficiary makes a claim to reinstate a benefit covered by this Section 9.5(a), such
benefit will be reinstated in an amount equal to the amount of the benefit on the date
of the forfeiture. If the Participant or his or her Beneficiary does not claim the
benefit forfeited under this Section 9.5(a), the Participant will be considered
“missing” and Section 9.5(b) will govern the disposition of his or her benefit.
	 
	 	(b)	 	Missing Participants. In the event that the whereabouts of a
Participant who has become entitled to receive, or is receiving, distributions under
the Trust cannot be determined by the Committee, the Committee will have the right at
any time after seven years from the date on which the Committee last had contact with
such Participant:






	 	(i)	 	To direct that the vested balance of his or her interest be
distributed to his or her Beneficiary or Beneficiaries, if then living; or




22









 












	 	(ii)	 	In the event that his or her Beneficiary or Beneficiaries
cannot be located, or the Participant failed to designate a Beneficiary, to
consider the balance of such vested interest to be a forfeiture and to use such
forfeited amount as determined by the Committee in its sole discretion to
reduce Employer contributions or pay Plan expenses in accordance with the Plan
terms and applicable law. If the Participant or Beneficiary later makes a
claim to reinstate a benefit covered by this Section 9.5(b)(ii), such benefit
will be reinstated in an amount equal to the amount of the benefit on the date
of the forfeiture.






If a Participant is determined to be missing before he or she receives his or her
entire benefit from the Plan and such Participant’s vested Account balance does not
exceed $1,000, that Participant’s Account will not be subject to the Plan’s
mandatory distribution provisions until the Participant is located.



     9.6. Direct Rollovers. Notwithstanding any provision of the Plan to the contrary that
would otherwise limit a Distributee’s election under this Section, a “Distributee” (as defined
below) may elect, at the time and in the manner prescribed by the Committee, to have any portion of
an Eligible Rollover Distribution paid directly to an Eligible Retirement Plan specified by the
Distributee in a Direct Rollover.




	 	(a)	 	Eligible Rollover Distribution. An Eligible Rollover Distribution is
any distribution of all or any portion of the balance to the credit of the Distributee,
except that an Eligible Rollover Distribution does not include: (i) any distribution
that is one of a series of substantially equal periodic payments (not less frequently
than annually) made for the life (or life expectancy) of the Distributee or the joint
lives (or joint life expectancies) of the Distributee and the Distributee’s designated
Beneficiary, or for a specified period of ten years or more; (ii) any distribution to
the extent such distribution is required under Code Section 401(a)(9); and (iii) any
distribution that is a “hardship distribution.”
	 
	 	 	 	A distribution shall not fail to be an Eligible Rollover Distribution merely because
some or all of the distribution consists of contributions from a “designated Roth
account” (as defined in Code Section 402A) which are not includible in gross income.
However, such portions may be transferred only to a “Roth IRA” (as defined in Code
Section 408A) or a “designated Roth account” in a qualified defined contribution
plan described in Code Section 401(a) that agrees to separately account for the
amount not includible in income.
	 
	 	(b)	 	Eligible Retirement Plan. An Eligible Retirement Plan is: (i) an
individual retirement account described in Code Section 408(a); (ii) an individual
retirement annuity described in Code Section 408(b); (iii) an annuity plan described in
Code Section 403(a); (iv) a qualified trust described in Code Section 401(a); (v) an
annuity contract described in Code Section 403(b); or (vi) an eligible plan under Code
Section 457(b) that is maintained by a state, political subdivision of a state, or any
agency or instrumentality of a state




23









 












	 	 	 	or political subdivision of a state and agrees to
separately account for amounts transferred into such plan from this Plan.
	 
	 	 	 	If any portion of an Eligible Rollover Distribution is attributable to payments or
distributions from a “designated Roth account,” an Eligible Retirement Plan with
respect to such portion shall include only another “designated Roth account” of the
individual from whose account the payments or distributions were made, or a Roth IRA
of such individual.
	 
	 	(c)	 	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 under Section 12.13 is a Distributee with regard to the
interest of the Spouse or former Spouse.
	 
	 	(d)	 	Direct Rollover. A Direct Rollover is a payment by the Plan to the
Eligible Retirement Plan specified by the Distributee.





     9.7 Minimum Distribution Requirements. . Notwithstanding any Plan provision to the
contrary, except with respect to distributions made under a TEFRA Election, distributions from the
Plan shall be made in accordance with the minimum distribution requirements of Code Section
401(a)(9) (including the incidental death benefit requirement in Code Section 401(a)(9)(G)), the
regulations in effect under Code Section
401(a)(9), and any revenue rulings, notices and other guidance with respect to Code Section
401(a)(9) published in the Internal Revenue Bulletin. Such distributions shall begin no later than
the Participant’s Settlement Date. Notwithstanding any other Plan provision, distributions may be
made under a designation filed before January 1, 1984, in accordance with Section 242(b)(2) of the
Tax Equity and Fiscal Responsibility Act (a “TEFRA Election”).




	 	(a)	 	Lifetime Distributions. The amount to be distributed each distribution
calendar year, beginning with distributions for the first calendar year for which a
distribution is required and continuing through the distribution calendar year that
includes the Participant’s date of death, will not be less than the lesser of:






	 	(i)	 	the quotient obtained by dividing the Participant’s vested
Account balance by the distribution period in the Uniform Lifetime Table set
forth in Treasury Regulations § 1.401(a)(9)-9, using the Participant’s age as
of his or her birthday in the distribution calendar year; or
	 
	 	(ii)	 	if the Participant’s sole Beneficiary for the distribution
calendar year is his or her Spouse, the quotient obtained by dividing the
Participant’s vested Account balance by the number in the Joint and Last
Survivor Table set forth in Treasury Regulations § 1.401(a)(9)-9, using the
Participant’s and Spouse’s ages as of their birthdays in the distribution
calendar year.






	 	(b)	 	Distributions After Death.




24









 












	 	(i)	 	Death Before Distributions Begin.






	 	(A)	 	Designated Beneficiary. If the Participant dies
before the date distributions begin and has a designated Beneficiary,
the minimum amount that will be distributed for each distribution
calendar year after the year of the Participant’s death is the quotient
obtained by dividing the Participant’s vested Account balance by the
designated Beneficiary’s remaining life expectancy (except as otherwise
elected under paragraph (E) below), in accordance with Treasury
Regulations § 1.401(a)(9)-5.
	 
	 	 	 	Payments to the Beneficiary must commence no later than December 31
of the calendar year immediately following the year of the
Participant’s death (except as otherwise elected under paragraph (D)
below); provided that, if the Participant’s surviving Spouse is the
sole Beneficiary, payments must begin by December 31 of the calendar
year immediately following the calendar year in which the Participant
died or, if later, December 31 of the calendar year in which the
Participant would have attained age 701/2.
	 
	 	(B)	 	Surviving Spouse as Sole Beneficiary. If the
Participant’s surviving Spouse is the sole Beneficiary and the
surviving Spouse dies after the Participant but before distributions to
the surviving Spouse begin, this paragraph (i) (other than paragraph
(A) above) generally will apply, where appropriate, as if the surviving
Spouse were the Participant.
	 
	 	(C)	 	No Designated Beneficiary. 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 vested
Account will be distributed by December 31 of the calendar year
containing the fifth anniversary of the Participant’s death.
	 
	 	(D)	 	Election to Apply Five-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 this subsection, 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 election will apply as
if the surviving Spouse were the Participant.




25









 






	 	(E)	 	Provision to Allow Participants or
Beneficiaries to Elect Five-Year Rule. Participants or Beneficiaries
may elect on an individual basis whether the five-year rule or the life
expectancy rule in this subsection applies to distributions after the
death of a Participant who has a designated Beneficiary. The election
must be made no later than the earlier of September 30 of the calendar
year in which distribution would be required to begin under this
subsection, or by September 30 of the calendar year that contains the
fifth anniversary of the Participant’s (or, if applicable, the
surviving Spouse’s) death. If neither the Participant nor the
Beneficiary makes an election under this paragraph, distributions will
be made in accordance with paragraphs 9.7(b)(i)(A) — (C) above and, if
applicable, the elections in paragraph (D) immediately preceding this
paragraph.






	 	(ii)	 	Death On or After Date Distributions Begin.






	 	(A)	 	Designated Beneficiary. If the Participant
dies on or after the date distributions begin and has a designated
Beneficiary, the minimum amount that will be distributed for each
distribution calendar year
after the year of the Participant’s death is the quotient obtained by
dividing the Participant’s vested Account balance by the longer of
the Participant’s remaining life expectancy or the designated
Beneficiary’s remaining life expectancy (except as otherwise elected
under paragraph (C) below), in accordance with Treasury Regulations §
1.401(a)(9)-5.
	 
	 	(B)	 	No Designated Beneficiary. If the Participant
dies on or after the date distributions begin and has no designated
Beneficiary as of September 30 of the year after the year of the
Participant’s death, the minimum amount that will be distributed for
each distribution calendar year after the year of the Participant’s
death is the quotient obtained by dividing the Participant’s vested
Account balance by the Participant’s remaining life expectancy
calculated using the Participant’s age in the year of death, reduced by
one for each subsequent year.
	 
	 	(C)	 	Provision to Allow Participants and
Beneficiaries to Elect Five-Year Rule. Participants or Beneficiaries
may elect on an individual basis whether the five-year rule or the life
expectancy rule in this subsection applies to distributions after the
death of a Participant who has a designated Beneficiary. The election
must be made no later than the earlier of September 30 of the calendar
year in which distribution would be required to begin under this
subsection, or by September 30 of the calendar year that contains the
fifth anniversary of the Participant’s (or, if applicable, the
surviving 




26









 






	 	 	 	Spouse’s) death. If neither the Participant nor the
Beneficiary makes an election under this paragraph, distributions will
be made in accordance with paragraphs 9.7(b)(ii)(A) and (B).






	 	(c)	 	Definitions. For purposes of this Section 9.7, the following
definitions apply:






	 	(i)	 	“Distribution calendar year” means a calendar year for which
a minimum distribution is required, as defined in Treasury Regulations §
1.401(a)(9)-5, Q&A-1(b).
	 
	 	(ii)	 	“Life expectancy” will be computed by use of the Single Life
Table in Treasury Regulations § 1.401(a)(9)-9.
	 
	 	(iii)	 	“Participant’s vested Account balance” means a Participant’s
Account balance as of the last valuation date in the calendar year immediately
preceding the distribution calendar year (“Valuation Calendar Year”), adjusted
for allocated contributions, forfeitures, and distributions made in the
Valuation Calendar Year after the valuation date. The Account balance also
includes any amounts rolled over or transferred to the Plan during the
Valuation Calendar Year or the distribution calendar year if
such amounts are distributed or transferred in the Valuation Calendar Year.





ARTICLE X.




ADMINISTRATION




     10.1. Allocation of Responsibility Among Fiduciaries. The Fiduciaries shall have only
those specific powers, duties, responsibilities and obligations as are specifically given them
under this Plan. Nuveen or its delegate shall have: the responsibility to designate Profit-Sharing
Contributions under Article IV; the authority to appoint and remove the Trustee and Committee or to
terminate, in whole or in part, the Plan and the Trust; and the authority to amend the Plan and the
Trust; provided, however, that the Committee also has authority to amend the Plan, to the extent
provided in Section 10.3(m). The Committee shall have such other responsibility for the
administration of this Plan as is specifically described in the Plan and shall be the
“administrator” under Section 3(16)(A) of ERISA and the “plan administrator” under Code Section
414(g). The Trustee shall have sole responsibility for the administration of the Trust and the
management of the assets under the Trust except to the extent that the Trustee is subject to the
direction of the Committee or Participants, as specifically provided in the Plan and Trust. Each
Fiduciary warrants that any directions given, information furnished, or action taken by it shall be
in accordance with the provisions of the Plan and the Trust, as the case may be, authorizing or
providing for such direction, information or action. It is intended under the Plan and the Trust
that each Fiduciary shall be responsible for the proper exercise of its own powers, duties,
responsibilities and obligations under the Plan and the Trust and shall not be responsible for any
other Fiduciary’s act or failure to act.



27









 





     10.2. Committee. The Committee shall consist of at least three and not more than ten
members appointed by Nuveen or its delegate. A member of the Committee may resign by written
notice to, or may be removed by, Nuveen or its delegate, which shall appoint a successor to fill
any vacancy. While there is a vacancy in the membership of the Committee, the remaining members of
the Committee shall have the same powers as the full membership until the vacancy has been filled.
The Secretary of Nuveen shall advise the Trustee in writing of the members of the Committee and of
any changes that may occur in the membership.



     10.3. Duties and Powers of Committee. The Committee shall have such duties and powers
as may be necessary to discharge its responsibilities hereunder, including, but not by way of
limitation, the following:




	 	(a)	 	to administer the Plan, including exclusive discretionary authority to construe
and interpret the Plan, decide all questions of eligibility, and the amount, manner and
time of payment of any benefits hereunder;
	 
	 	(b)	 	to prescribe procedures and forms to be used by Participants or Beneficiaries
in connection with Elective Deferral Contributions, investment of Accounts, loans,
designation of Beneficiaries, applications for benefits and all other matters under the
Plan;
	 
	 	(c)	 	to prepare and distribute, in such manner as the Committee determines to be
appropriate, information explaining the Plan and Trust;
	 
	 	(d)	 	to receive from the Employer and from Participants such information as shall be
necessary for the proper administration of the Plan and Trust;
	 
	 	(e)	 	to furnish the Employer, upon request, such annual reports with respect to the
administration of the Plan as are reasonable and appropriate;
	 
	 	(f)	 	to receive, review and keep on file (as is deemed convenient or proper) reports
of the financial condition, receipts and disbursements, assets, and Participant
accounts of the Trust Fund;
	 
	 	(g)	 	to exercise such authority and responsibility as is deemed appropriate in order
to comply with the reporting, disclosure and registration requirements of the Employee
Retirement Income Security Act of l974 (“ERISA”) and the regulations issued thereunder;
	 
	 	(h)	 	to appoint or employ individuals to assist in the administration of the Plan
and Trust and any other agents deemed advisable, including legal counsel, and such
clerical, medical, accounting, auditing, actuarial and other service providers as may
be necessary or advisable in carrying out the provisions of the Plan;




28









 












	 	(i)	 	to retain any funds or property subject to any dispute without liability for
interest, and to decline to make payment or delivery of any such funds or property
until final adjudication or an appropriate release is obtained;
	 
	 	(j)	 	to compromise, contest, arbitrate or abandon claims or demands that involve the
Plan;
	 
	 	(k)	 	with respect to the Nuveen Stock Pooled Account, to ensure that the account
manager solicits voting instructions from Participants whose Accounts are invested in
the Nuveen Stock Pooled Account on matters for which proxies are issued and votes the
underlying shares in accordance with such Participant instructions, including
withholding votes on shares for which no Participant instructions are submitted;
	 
	 	(l)	 	to provide the Trustee with a list of the Participants for such Plan Year,
together with a statement of the calculation, made in accordance with the provisions of
the Plan hereof, of the portion of such contribution and Remainders to be credited to
each Participant’s Account on the books of the Trustee;
	 
	 	(m)	 	to amend the Plan and Trust in whole or in part, provided that no amendment
adopted by the Committee may have the effect of:






	 	(i)	 	altering the eligibility requirements to become a Participant,
or the date an Employee becomes a Participant;
	 
	 	(ii)	 	changing the amount of Nuveen’s Profit-Sharing Contribution or
the rate of Employer Matching Contributions;
	 
	 	(iii)	 	changing the vesting schedule in Section 8.1;
	 
	 	(iv)	 	altering the Committee’s duties and powers under Article X; or
	 
	 	(v)	 	modifying Section 13.4 or 13.6;






provided, however, that an amendment adopted by the Committee may have an effect
described in (i) — (v) above, but only to the extent that:




	 	(i)	 	it is made at the direction of Nuveen;
	 
	 	(ii)	 	it is of a technical nature and its effect is, in the
Committee’s judgment, de minimis; or
	 
	 	(iii)	 	the Committee has been advised in writing by legal counsel
that the amendment is necessary to retain the Plan’s tax-qualified status or to
satisfy some other substantive legal requirement;




29









 












	 	(n)	 	to designate Investment Options as described in Section 11.2 and, acting as a
named fiduciary, to enter into such investment management or other agreements on behalf
of the Plan as are necessary to effect such Investment Options; and
	 
	 	(o)	 	to take actions, including giving directions to service providers, which the
Committee determines are reasonable, necessary and consistent with applicable law, in
order to correct any errors, omissions, defects, or inconsistencies in the operation or
administration of the Plan; and
	 
	 	(p)	 	to perform any and all other acts which the Committee deems necessary or
appropriate to carry out its specific responsibilities under the Plan.




A member of the Committee shall not participate in any action on any matters involving solely his
or her own rights or benefits as a Participant under the Plan and any such matters shall be
determined by the other Committee members.




     10.4. Administration of Trust Fund.




	 	(a)	 	Subject to the designation of investments by Participants under Section 11.2,
the Committee shall direct the Trustee concerning investment of the Trust Fund and all
payments that shall be made out of the Trust Fund pursuant to the provisions of the
Plan. Any direction to the Trustee shall be in writing and signed by a majority of the
Committee or by a member so authorized by a majority of the members.
	 
	 	(b)	 	To the extent that Participants exercise discretion over the investment of
their Accounts under Section 11.2, no Fiduciary shall be liable for any loss, or shall
be liable because fiduciary breach, which results from such an exercise of discretion
by the Participant.





     10.5. Procedures of Committee. The Committee may act at a meeting or by writing
without a meeting, by the vote or assent of a majority of its members, and may adopt such bylaws
and regulations as are deemed desirable for the conduct of its affairs and the administration of
the Plan. Except as otherwise provided in ERISA, a dissenting member who, within a reasonable time
after he or she has knowledge of any action or failure to act by the majority, registers his or her
dissent in writing delivered to the other members, shall not be responsible for any such action or
failure to act.



     10.6. Allocation and Delegation of Administrative Responsibilities. The Committee
may, upon approval of a majority of the Committee, allocate among the members of the Committee any
of the administrative responsibilities under the Plan or designate any other person, firm or
corporation to carry out any of the administrative responsibilities of the Committee under the
Plan. Any such allocation or designation shall be made pursuant to a written instrument executed
by a majority of the Committee.



30









 





     10.7. Indemnification of Committee. Members of the Committee shall be indemnified by
Nuveen for all liability, joint or several, arising out of their acts and omissions and the acts
and omissions of their agents and co-fiduciaries in the administration and operation of the Plan,
and shall also be indemnified by Nuveen against all costs and expenses reasonably incurred by them
in connection with the defense of any action, suit, or proceeding in which they may be made
defendants by reason of their being or having been Committee members, whether or not then serving
as such, including the cost of reasonable settlements (other than amounts paid to an Employer) made
to avoid costs of litigation and payment of any judgment or decree entered in such action, suit or
proceeding. Nuveen shall not, however, indemnify Committee members with respect to any act finally
adjudicated to have been caused by willful misconduct. The right of indemnification shall not be
exclusive of any other right to which a Committee member may be legally entitled and it shall inure
to the benefit of the legal representatives of the Committee.



     10.8. Compensation and Expenses. All taxes and all reasonable costs, charges, and
expenses incurred in the administration of the
Plan, including compensation to the Trustee, as agreed between Nuveen and the Trustee and
compensation to the agents, attorneys, accountants and other persons employed by the Trustee or the
Committee, shall be paid by the Employer. Members of the Committee shall not receive compensation
for their services, but the Employer shall reimburse them for any necessary expenses incurred in
the discharge of their duties.



     10.9. Records. The Committee shall keep a record of all of its meetings and shall
keep such books of account, records and other data as may be necessary or desirable in its judgment
for the administration of the Plan.



     10.10. Review of Claims; Appeals; Special Rules for Permanent Disability
Determinations.



     If any person (an “applicant”) makes a claim for benefits under the Plan, and the claim is
wholly or partially denied, the following procedures will apply:




	 	(a)	 	The Committee will give the applicant written notice of the denial within a
reasonable time, but not later than 90 days after receipt of the claim by the Plan. If
the Committee determines that special circumstances require additional time for
consideration of the claim, the 90-day period in the previous sentence may be extended,
provided the Committee gives the applicant written notice of such extension prior to
the end of the initial 90-day period, but in no event will the extension exceed a
period of 90 days from the end of the initial 90-day period. The notice of denial will
be written in a manner calculated to be understood by the average plan Participant and
will include the specific reasons for the denial and specific references to any facts
or any provisions of the Plan on which the denial is based. If the claim was denied
because specific material or information was not provided to the Committee, the notice
will include a description of the additional material or information which the
applicant must provide in connection with the claim, along with an explanation of why
such material or information is necessary. The notice will contain a statement that
the applicant is entitled to receive, upon request and free of charge, reasonable
access to and copies of all





31









 











	 	 	 	documents, records, and other information relevant to his
or her claim for benefits, and will also include an explanation of the Plan’s claims
appeal procedure and the time limits applicable to such procedure, including a
statement of the applicant’s right to bring a civil action under section 502(a) of
ERISA following an adverse benefit determination.
	 
	 	(b)	 	If the applicant’s claim involves a determination of Permanent Disability, then
the procedures in paragraph (a) will be modified as described in this paragraph. The
initial 90-day period for response to the claim will be a 45-day period. That 45-day
period may be extended by the Committee for up to 30 days, provided that the Committee
both determines that such an extension is necessary due to matters beyond its control
and notifies the applicant, prior to the expiration of the initial 45-day period, of
the circumstances requiring the extension of time and the date by which the Committee
expects to make a decision. If, prior to the end of the
first 30-day extension period, the Committee determines that, due to matters beyond
its control, a decision cannot be made within that extension period, the period for
making the determination may be extended for up to 30 more days, provided that the
Committee notifies the applicant, prior to the expiration of the first 30-day
extension period, of the circumstances requiring the extension and the date as of
which the Committee expects to make a decision. In the case of any extension, the
notice of extension will specifically explain the standards on which entitlement to
a benefit is based, the unresolved issues that prevent a decision on the claim, and
the additional information needed to resolve those issues, and that the applicant
will be afforded at least 45 days within which to provide the specified information.
	 
	 	(c)	 	An applicant who wishes to use the Plan’s claim appeal procedure must, within
60 days after receiving the Committee’s notice of denial, notify the Committee that he
or she wishes to appeal the claim denial. In connection with such an appeal, the
applicant may submit written comments, documents, records, and other information
relating to his or her claim, and will be entitled, upon request and free of charge,
reasonable access to, and copies of, all documents, records and other information
relevant to his or her claim.
	 
	 	(d)	 	The Committee will review the record of the appeal of the claim denial, taking
into account all comments, documents, records, and other information submitted by the
applicant, regardless of whether it was submitted or considered in connection with the
initial determination regarding the claim. The Committee’s review may include the
holding of a hearing, if deemed necessary by the Committee. The Committee will prepare
a record of its decision.
	 
	 	(e)	 	The Committee will give the applicant notice of the decision on the appeal
within 60 days after receipt of the applicant’s notice of appeal. If the Committee
determines that special circumstances require additional time for consideration of the
claim, the 60-day period in the previous sentence may be extended, provided the
Committee gives the applicant written notice of such extension prior to the




32









 












	 	 	 	end of the
initial 60-day period (and this notice must indicate the special circumstances
requiring an extension and the date by which the Committee expects to make its decision
on appeal), but in no event will the extension exceed a period of 60 days after the end
of the initial 60-day period.
	 
	 	(f)	 	If the applicant’s claim involves a determination of Permanent Disability, then
the procedures in paragraphs (c), (d) and (e) above will be modified as described in
this paragraph. The 60-day period to make an appeal in paragraph (c) is extended to
180 days. Any 60-day period (initial or extended) described in paragraph (e) will be a
45-day period. In addition, the appeal procedure must, to the extent relevant, comply
with paragraphs (h)(3)(ii) through (v) of Department of Labor Regulations § 2560.503-1.
	 
	 	(g)	 	The Committee may adopt rules, forms and procedures for implementing this
section which are consistent with Department of Labor Regulations § 2560.503-1.





ARTICLE XI.




THE TRUST FUND AND ITS ADMINISTRATION




     11.1. The Trust Fund. The Trust Fund shall be held by the Trustee and invested and
distributed by it pursuant to Section 10.4(a) and this Article XI. In no event shall any part of
the Trust Fund be used for or diverted to purposes other than for the exclusive benefit of
Participants or their Beneficiaries, provided that, upon Nuveen’s request, a contribution that was
made by a mistake of fact or conditioned upon the initial qualification of the Plan or upon the
deductibility of the contribution under Code Section 404 shall be returned to an Employer within
one year after the payment of the contribution, the denial of the qualification, or the
disallowance of the deduction (to the extent disallowed), whichever is applicable.



     11.2. Designation of Investments by Participants.




	 	(a)	 	The Committee shall periodically establish rules and regulations for each
Participant to direct the investment of his or her Accounts among the “Investment
Options” specified by the Committee or Nuveen and identified in the Plan enrollment
materials and described on the Plan’s web site, if any. The Investment Options may
include common or collective trust funds. Such direction shall be given by each
Participant for the investment of the then-current contribution or for any changes in
the Participant’s investment of his or her Accounts at such time or times as the
Committee may authorize. Earnings on any investment shall be automatically reinvested
by the Trustee in the same securities and in the same proportions as the Participant’s
Elective Deferral Contributions are invested, except as otherwise provided in the
Trust. The Committee will designate a default fund for contributions for which no
Participant direction has been given.
	 
	 	(b)	 	This Plan is intended to be administered in accordance with ERISA Section
404(c) and the regulations thereunder, and it is intended that neither the Trustee, the
Committee nor an Employer shall be responsible for any loss that





33









 





	 	 	 	relates to amounts
invested at the direction of a Participant, to the extent provided in ERISA Section
404(c).





     11.3. Trustee. The Trustee shall be an entity appointed by Nuveen to hold the assets
of the Trust, or such entity’s successor. A Trustee may be a bank or trust company in any state of
the United States of America authorized to administer qualified trusts. The Trustee will act
pursuant to the terms of its Trust Agreement with Nuveen and the terms of the Plan.



ARTICLE XII.




MISCELLANEOUS




     12.1. Information to be Furnished by the Employer. The Employers shall furnish the
Committee and the Trustee such data and information as may be required to administer and carry out
the provisions of the Plan and Trust. The records of the Employers as to a Participant will be
conclusive and binding on all persons unless determined to the Committee’s satisfaction to be
incorrect.



     12.2. Information to be Furnished by Participants. Participants and their
Beneficiaries must furnish to the Committee and the Trustee such evidence, data or information as
the Committee considers desirable to carry out the Plan.



     12.3. Interests Not Transferable. Except as to any debt owing to the Trustee because
of loans made pursuant to the Plan, and except as to the payment of benefits in accordance with the
applicable requirements of any qualified domestic relations order as described in Section 12.13,
the interests of Participants and their Beneficiaries under the Plan are not subject to the claims
of their creditors and cannot be transferred or encumbered.



     12.4. Facility of Payment. When, in the Committee’s determination, a Participant or
Beneficiary is under a legal disability or is incapacitated in any way so as to be unable to manage
his or her financial affairs, the Committee may direct the Trustee to make payments due the
Participant or Beneficiary to his or her legal representative, or to a relative or friend of the
Participant or Beneficiary for his or her benefit, or may direct the Trustee to apply the payment
for the benefit of the Participant or Beneficiary in any way in which the Committee considers
advisable.



     12.5. Absence of Guaranty. The Committee, the Trustee and the Employers do not in any
way guarantee the Trust Fund from loss or depreciation. No Employer guarantees any payment to any
person under the Plan.



     12.6. Employment Rights. The Plan does not constitute a contract of employment, and
participation in the Plan will not give any Employee the right to be retained in the employ of an
Employer or limit the right of an Employer to discharge any Employee with or without cause.



     12.7. Evidence. Evidence required of anyone under the Plan may be by certificate,
affidavit, document or other information which the person acting on it considers pertinent and
reliable, and signed, made or presented by the proper party or parties.



34









 





     12.8. Waiver of Notice. Any notice required under the Plan may be waived by the
person entitled to such notice.



     12.9. Gender and Number. All personal pronouns hereunder will include either gender,
the singular will include the plural, and the plural will include the singular, unless the context
clearly indicates otherwise.



     12.10. Action by Nuveen. Any action taken by Nuveen shall be by a person duly
authorized by Nuveen.



     12.11. Courts. In case of any court proceedings involving the Trustee, the Committee,
an Employer or the Trust Fund, only the Trustee, the Committee and Nuveen shall be necessary
parties to the proceedings, and no other person shall be entitled to notice of process. A final
judgment entered in any such proceedings shall be conclusive.



     12.12. Successors, etc. The Plan shall be binding on all persons entitled to benefits
under the Plan and their respective heirs and legal representatives, on the Employers and their
successor and assigns, and on the Trustee and the Committee and their respective successors.



     12.13. Qualified Domestic Relations Orders. Notwithstanding any provision in the Plan
to the contrary, the Committee shall adopt rules and procedures under the Plan to comply with the
terms of any applicable “qualified domestic relations order” (as defined by Code Section 414(p) and
ERISA Section 206(d)(3)) (a “QDRO”). The Accounts of any Participant subject to a QDRO shall be
adjusted to reflect any benefit assignment(s) or payment(s) made pursuant to such QDRO. If a QDRO
so provides, payment of benefits assigned to an alternate payee may be made in a lump sum as soon
as practicable after the date the Committee determines that the domestic relations order satisfies
the QDRO requirements, even if the Participant is not then eligible for a distribution and has not
then attained earliest retirement age (as defined by Code Section 414(p) and ERISA Section
206(d)(3)).



ARTICLE XIII.




ADOPTION, AMENDMENT OR TERMINATION




     13.1. Adoption. A Related Business authorized by Nuveen to adopt the Plan may do so
by appropriate action which:




	 	(a)	 	Directs that the Related Business becomes a party to the Trust Agreement;
	 
	 	(b)	 	Specifies the date upon which the Plan becomes effective with respect to the
Employees of the Related Business; and
	 
	 	(c)	 	Prescribes the period, if any, during which an Employee’s employment with the
Related Business prior to the adoption of the Plan by the Related Business shall be
deemed Service for purposes of the Plan.




35









 











     13.2. Amendment. While Nuveen expects to continue the Plan, it must necessarily and
does reserve the right to amend, modify or terminate the Plan at any time, as provided for in
Section 10.1, and the right to amend the Plan at any time by action of the Committee, as permitted
under Section 10.3(m), except as follows:




	 	(a)	 	The duties and liabilities of the Trustee and the Committee under the Plan
cannot be changed substantially without their consent.
	 
	 	(b)	 	No amendment shall serve to divest any Participant or his or her Beneficiaries
of any portion of his or her Account or Accounts which has become vested in him, her,
or them, or revert to an Employer any interest in the assets of the Trust Fund or any
part thereof.
	 
	 	(c)	 	No amendment shall serve to eliminate an optional form of payment as to any
Account or Accounts that has become vested in any Participant prior to adoption of such
amendment, except for the elimination of an optional form of payment as permitted by
the Code and regulations promulgated thereunder.





     13.3. Termination. The Plan will terminate with respect to an Employer on the first
to occur of the following:




	 	(a)	 	As to Participants employed by an Employer, the date the Plan is terminated by
the Employer if 30 days’ advance written notice of the termination is given to the
Committee and the Trustee;
	 
	 	(b)	 	The date that the Employer is judicially declared bankrupt or insolvent;
	 
	 	(c)	 	The date that the Employer advises the Committee in writing that it will no
longer make any contributions under the Plan, except that in such event the Committee
may elect to have the Trust continue in effect for the benefit of the Participants
employed by the Employer, in which event all powers vested in the Employer under the
Trust Agreement with respect to such Participants and their Beneficiaries shall vest in
the Committee; or
	 
	 	(d)	 	The dissolution, merger, consolidation or reorganization of the Employer, or
the sale by the Employer of all or substantially all of its assets, except that in any
such event arrangements may be made whereby the Plan will be continued by any successor
to the Employer or any purchaser of all or substantially all of the Employer’s assets,
in which case the successor or purchaser will be substituted for the Employer under the
Plan.





     13.4. Vesting and Distribution on Termination. If the Plan is terminated or partially
terminated as of any date other than December 3l, all adjustments required as of any December 3l
shall be made as of the date of termination. On termination or partial termination of the Plan,
each affected Participant’s or
Beneficiary’s Account balance or balances (after all adjustments



36









 







then required) shall be fully
vested and nonforfeitable and distributed to him or her by one or more of the methods specified in
Section 9.1 of the Plan, as the Committee determines.



     13.5. Notice of Termination. Participants and their Beneficiaries will be notified of
a termination of the Plan within a reasonable time.



     13.6. Merger or Consolidation of Plan. In the event of a merger or consolidation
with, or transfer of Plan assets or liabilities to, any other plan, each Participant in the Plan
will be entitled to receive (if the Plan then terminated) a benefit immediately after the merger,
consolidation or transfer which is equal to or greater than the benefit he or she would have been
entitled to receive immediately prior to the merger, consolidation or transfer (if the Plan had
then terminated).



     13.7. Employees of Acquired Businesses.




	 	(a)	 	Applicability. From time to time, as a result of mergers, acquisitions
or other corporate transactions, persons will become Employees, as defined in Section
2.13 of the Plan, because the entities that employ them become Employers, as defined in
Section 2.14 of the Plan, as a result of such transactions. In general, the provisions
of the Plan shall be applied to each such Employee as if he or she first became an
Employee on the first date that the entity that employs him or her meets the definition
of Employer. However, the Committee may, pursuant to this Section 13.7, provide
special rules for the application of the provisions of the Plan to certain persons or
groups who become Employees as a result of mergers, acquisitions or other corporate
transactions.
	 
	 	(b)	 	Schedules. With respect to any group of Employees who become Employees
as a result of a merger, acquisition or other corporate transaction, the Committee may
adopt a Schedule that sets forth any special rules with respect to Compensation,
eligibility to become a Participant, years of Service, Accounts or other items which
shall be applied to such Employees. Each such Schedule is to be interpreted as a part
of the Plan and, to the extent there is any conflict between a Schedule and another
provision of the Plan, the Schedule shall control. No Schedule shall, however, be
given effect to the extent that it would result in discrimination in contributions or
benefits under the Plan in favor of any Highly Compensated Employee in a manner that is
impermissible under the Code.





ARTICLE XIV.




NOTICE




     When herein provided for, notice to be given to an Employer shall be delivered to the
President, Executive Vice President, or Secretary of Nuveen personally at the Nuveen office in
Chicago, Illinois, or shall be sent by registered mail addressed to the President of Nuveen.
Notice when herein provided to be given to an Employee or Beneficiary shall be given either by
delivering such notice personally to the Employee or Beneficiary or by sending a notice by



37









 







registered mail addressed to him or her at his or her address shown on the records of his or her
Employer. Notice given to the heirs, devisees, executors, administrators and personal
representatives of an Employee or Beneficiary shall be given by addressing a notice to the
representatives of the Employee or Beneficiary and mailing the same by registered mail to his or
her address shown on the records of his or her Employer. Any such notice given pursuant hereto
shall be binding upon the Employer, the Committee, the Trustee, and the Employee or Beneficiary and
his or her heirs, devisees, and personal representatives.



ARTICLE XV.




TOP-HEAVY PROVISIONS




     15.1. Requirements in Plan Years in which Plan is Top-Heavy. The Committee shall
determine annually whether the Plan is Top-Heavy as of the Determination Date for any Plan Year.
Notwithstanding anything herein to the contrary, if the Plan is Top-Heavy as determined pursuant to
Code Section 4l6 for a Plan Year, then the Plan shall meet the following requirements for any such
Plan Year:




	 	(a)	 	Minimum Vesting Requirements. If the vesting schedule in this Section
15.1(a) is more favorable than the vesting schedule in Section 8.1, then a
Participant’s vested interest in his or her Account shall be determined in accordance
with the following schedule and not in accordance with Section 8.l:





	 	 	 	 	 
	Years of Service	 	Vested Percentage
	fewer than 2 years
	 	 	0	%
	2 years but fewer than 3
	 	 	20	%
	3 years but fewer than 4
	 	 	40	%
	4 years but fewer than 5
	 	 	60	%
	5 years but fewer than 6
	 	 	80	%
	6 years or more
	 	 	l00	%







In the event that the Top-Heavy Plan ceases thereafter to be Top-Heavy, each
Participant’s vested interest shall again be determined under Section 8.1, provided
that a Participant’s vested interest shall not be reduced thereby. To the extent
required by Code Section 411(a)(l0) or the Final Regulations of the Department of
the Treasury under Code Section 416, if the determination of a Participant’s vested
interest is changed from the use of Section 8.1 to the use of Section 15.1, or vice
versa, each Participant with at least two years of Service may elect to continue to
have his or her vested interest computed under the formerly-applied vesting
schedule. Such a Participant shall make the foregoing election no later than the
last to occur of the following:




	 	(i)	 	The date which is 60 days after the date on which the change in
vesting schedules is adopted;




38









 












	 	(ii)	 	The date which is 60 days after the date on which the change in
vesting schedules is effective; or
	 
	 	(iii)	 	The date which is 60 days after the date on which the
Participant receives written notice of the change in vesting schedules.






	 	(b)	 	Minimum Contribution Requirements. It is intended that the Employer
will meet the minimum contribution requirements of Code Section 416(c) by providing a
minimum contribution (including Remainders allocable under Section 7.2) for such Plan
Year for each Participant who is a Non-Key Employee, in accordance with whichever of
the following paragraphs is applicable:






	 	(i)	 	If the Employer does not maintain a tax-qualified defined
benefit pension plan, or if the Employer maintains such a pension plan in which
no Participant can participate, the minimum contribution per Participant shall
be 3% of the Participant’s 415 Compensation for that Plan Year;
	 
	 	(ii)	 	If the Employer maintains a tax-qualified defined benefit
pension plan in which one or more Participants may participate, and that
pension plan is not Top-Heavy, the minimum contribution per Participant shall
be 3% of a Participant’s 415 Compensation for that Plan Year; and
	 
	 	(iii)	 	If the Employer maintains a tax-qualified defined benefit
pension plan in which one or more Participants may participate, and that
pension plan is Top-Heavy, the minimum contribution per Participant shall be 5%
of the Participant’s 415 Compensation for that Plan Year.






The minimum contribution under this subsection shall be allocated to Participants’
Accounts as provided in Section 4.3. Notwithstanding anything in this subsection to
the contrary, the applicable minimum contribution required under this subsection
shall in no event exceed, in terms of a percentage of compensation, the contribution
made for the Key Employee for whom such percentage is highest for the Plan Year
after taking into account contributions or benefits under other tax-qualified plans
in the Plan’s Required Aggregation Group as provided pursuant to Code Section
416(c)(2)(B)(ii). Furthermore, no minimum contribution will be required under this
subsection (or the minimum contribution shall be reduced, as the case may be) for a
Participant for any Plan Year if the Employer maintains another tax-qualified
defined benefit or defined contribution plan under which a minimum benefit or
contribution is being accrued or made for such Plan Year in whole or in part for the
Participant in accordance with the foregoing paragraphs (ii) and (iii).



39









 





Executed this 28th day of December, 2006.




	 	 	 	 	 	 	 
	ATTEST:	 	NUVEEN INVESTMENTS, LLC	 	 
	 
	 	 	 	 	 	 
	/s/ Stuart J. Cohen

	 	By	 	/s/ Larry W. Martin 	 	 
	 

	 	 	 	 	 	 
	Assistant Secretary

	 	 	 	Larry W. Martin	 	 
	 

	 	 	 	Vice President	 	 







40