EX-4.4



 





Exhibit 4.4









POLYONE RETIREMENT SAVINGS PLAN

(Effective June 1, 2003)








 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 ARTICLE ONE—DEFINITIONS
	 
	 	1.1	 	Account
	 
	 	1.2	 	Administrator
	 
	 	1.3	 	Beneficiary
	 
	 	1.4	 	Break in Service
	 
	 	1.5	 	Code
	 
	 	1.6	 	Compensation
	 
	 	1.7	 	Disability
	 
	 	1.8	 	Effective Date
	 
	 	1.9	 	Employee
	 
	 	1.10	 	Employer
	 
	 	1.11	 	Employer Stock
	 
	 	1.12	 	Employment Date
	 
	 	1.13	 	Fail-Safe Contribution
	 
	 	1.14	 	Highly-Compensated Employee
	 
	 	1.15	 	Hour of Service
	 
	 	1.16	 	Leased Employee
	 
	 	1.17	 	Merged Plan(s)
	 
	 	1.18	 	Nonhighly-Compensated Employee
	 
	 	1.19	 	Normal Retirement Date
	 
	 	1.20	 	Participant
	 
	 	1.21	 	Plan
	 
	 	1.22	 	Plan Year
	 
	 	1.23	 	Trust
	 
	 	1.24	 	Trustee
	 
	 	1.25	 	Valuation Date
	 
	 	1.26	 	Year of Service
	 
	 	 	 	 
	ARTICLE TWO—SERVICE DEFINITIONS AND RULES
	 
	 	2.1	 	Year of Service
	 
	 	2.2	 	Break in Service
	 
	 	2.3	 	Maternity/Paternity Leave of Absence
	 
	 	2.4	 	Rule of Parity on Return to Employment
	 
	 	2.5	 	Service in Excluded Job Classifications or with Related Companies
	 
	 	 	 	 
	 ARTICLE THREE—PLAN PARTICIPATION
	 
	 	3.1	 	Participation
	 
	 	3.2	 	Re-employment of Former Participant
	 
	 	3.3	 	Termination of Eligibility
	 
	 	3.4	 	Compliance with USERRA






 









 





	 	 	 	 	 
	ARTICLE FOUR—ELECTIVE DEFERRALS, EMPLOYER CONTRIBUTIONS, ROLLOVERS AND AFTER-TAX
CONTRIBUTIONS
	 
	 	4.1	 	Elective Deferrals
	 
	 	4.2	 	Employer Contributions
	 
	 	4.3	 	Rollovers and Transfers of Funds from Other Plans
	 
	 	4.4	 	Timing of Contributions
	 
	 	4.5	 	Employee After-Tax Contributions
	 
	 	 	 	 
	ARTICLE FIVE—ACCOUNTING RULES
	 
	 	5.1	 	Investment of Accounts and Accounting Rules
	 
	 	5.2	 	Participants Omitted in Error
	 
	 	 	 	 
	ARTICLE SIX—VESTING AND RETIREMENT BENEFITS
	 
	 	6.1	 	Vesting
	 
	 	6.2	 	Forfeiture of Nonvested Balance
	 
	 	6.3	 	Normal Retirement
	 
	 	6.4	 	Disability
	 
	 	 	 	 
	ARTICLE SEVEN—MANNER AND TIME OF DISTRIBUTING BENEFITS
	 
	 	7.1	 	Manner of Payment
	 
	 	7.2	 	Time of Commencement of Benefit Payments
	 
	 	7.3	 	Furnishing Information
	 
	 	7.4	 	Joint and Survivor Annuity
	 
	 	7.5	 	Amount of Death Benefit
	 
	 	7.6	 	Designation of Beneficiary
	 
	 	7.7	 	Distribution of Death Benefits
	 
	 	7.8	 	Qualified Pre-retirement Survivor Annuity
	 
	 	7.9	 	Valuation of Employer Stock
	 
	 	7.10	 	Privileges or Restrictions on Employer Stock; In General
	 
	 	7.11	 	Voting Employer Stock
	 
	 	7.12	 	Eligible Rollover Distributions
	 
	 	 	 	 
	 ARTICLE EIGHT—LOANS AND IN-SERVICE WITHDRAWALS
	 
	 	8.1	 	Loans
	 
	 	8.2	 	Hardship Distributions
	 
	 	8.3	 	Withdrawals After Age 591/2
	 
	 	8.4	 	Withdrawals of After-Tax Contributions
	 
	 	8.5	 	Withdrawals of Rollover Contributions
	 
	 	 	 	 
	ARTICLE NINE—ADMINISTRATION OF THE PLAN
	 
	 	9.1	 	Plan Administration
	 
	 	9.2	 	Claims Procedure
	 
	 	9.3	 	Trust Agreement






 









 





	 	 	 	 	 
	ARTICLE TEN—SPECIAL COMPLIANCE PROVISIONS
	 
	 	10.1	 	Distribution of Excess Elective Deferrals
	 
	 	10.2	 	Limitations on 401(k) Contributions
	 
	 	10.3	 	Nondiscrimination Test for Employer Matching Contributions
	 
	 	 	 	 
	ARTICLE ELEVEN—LIMITATION ON ANNUAL ADDITIONS
	 
	 	11.1	 	Rules and Definitions
	 
	 	 	 	 
	 ARTICLE TWELVE—AMENDMENT AND TERMINATION
	 
	 	12.1	 	Amendment
	 
	 	12.2	 	Termination of the Plan
	 
	 	 	 	 
	ARTICLE THIRTEEN—TOP-HEAVY PROVISIONS
	 
	 	13.1	 	Applicability
	 
	 	13.2	 	Definitions
	 
	 	13.3	 	Allocation of Employer Contributions and Forfeitures for a Top-Heavy Plan Year
	 
	 	13.4	 	Vesting
	 
	 	 	 	 
	 ARTICLE FOURTEEN—MISCELLANEOUS PROVISIONS
	 
	 	14.1	 	Plan Does Not Affect Employment
	 
	 	14.2	 	Successor to the Employer
	 
	 	14.3	 	Repayments to the Employer
	 
	 	14.4	 	Benefits not Assignable
	 
	 	14.5	 	Merger of Plans
	 
	 	14.6	 	Investment Experience not a Forfeiture
	 
	 	14.7	 	Construction
	 
	 	14.8	 	Governing Documents
	 
	 	14.9	 	Governing Law
	 
	 	14.10	 	Headings
	 
	 	14.11	 	Counterparts
	 
	 	14.12	 	Location of Participant or Beneficiary Unknown
	 
	 	14.13	 	Distribution to Minor or Legally Incapacitated






 









 





ARTICLE ONE—DEFINITIONS



For purposes of the Plan, unless the context or an alternative definition specified within another
Article provides otherwise, the following words and phrases shall have the definitions provided:





	1.1	 	“ACCOUNT” shall mean the individual bookkeeping accounts maintained for a Participant
under the Plan which shall record (a) the Participant’s allocations of Employer contributions
and forfeitures, (b) amounts of Compensation deferred to the Plan pursuant to the
Participant’s election, (c) any amounts transferred to this Plan under Section 4.3 from
another qualified retirement plan, or from another qualified plan in connection with a plan
merger, (d) any after-tax contributions made to the Plan under Section 4.5, (e) any cash
dividends on Employer Stock held in the Employer Stock fund which are reinvested in the Plan
at the election of the Participant and (f) the allocation of Trust investment experience.
	 
	1.2	 	“ADMINISTRATOR” shall mean the Plan Administrator appointed from time to time in
accordance with the provisions of Article Nine hereof.
	 
	1.3	 	“BENEFICIARY” shall mean any person, trust, organization, or estate entitled to receive
payment under the terms of the Plan upon the death of a Participant.
	 
	1.4	 	“BREAK IN SERVICE” shall have the meaning set forth in Article Two.
	 
	1.5	 	“CODE” shall mean the Internal Revenue Code of 1986, as amended from time to time.
	 
	1.6	 	“COMPENSATION” shall mean the regularly scheduled rate of compensation of a
Participant, plus overtime, holiday pay (including pay in lieu of holiday pay), vacation pay,
commissions, special rate payments, reporting-for-work pay, gainsharing, bonus or incentive
compensation paid by the Employer to a Participant for services rendered by the Participant to
the Employer, payments for the Employer’s individual and team achievement awards, severance
retention payments under an Employer sponsored severance program, and payments for the
Employer’s Arrow Award of Excellence or Chairman’s Award of Excellence paid by the Employer
effective for earnings paid on or after January 1, 2003. Earnings for a particular period
shall consist of the Compensation paid in that period regardless of when the services giving
rise to the Compensation were provided by a Participant. In addition, “Compensation” shall
also include any amounts deferred under a salary reduction agreement in accordance with
Section 4.1 or under a Code Section 125 plan maintained by the Employer.





 









 






	(a)	 	The term “Compensation” shall not include:






	 	(1)	 	foreign service allowances, foreign premiums and foreign
incentive payments;
	 
	 	(2)	 	long-term incentive compensation under any plan of the
Employer which provides bonus or incentive compensation based upon
performance over a period in excess of one year;
	 
	 	(3)	 	deferred compensation, whether in the year deferred or in
the year received;
	 
	 	(4)	 	amounts arising from or related to the transfer of
restricted stock (or property) or when restricted stock (or property) either
becomes freely transferable or is no longer subject to a substantial risk of
forfeiture;
	 
	 	(5)	 	amounts arising from or related to stock awards, stock
options, stock appreciation rights, limited stock appreciation rights, or
similar arrangements, and any amounts realized in connection therewith;
	 
	 	(6)	 	Employer contributions to this Plan, and, except as set
forth above, employer contributions to any other benefit plans on behalf of a
Participant;
	 
	 	(7)	 	pay in lieu of vacation (including vacation sold by an
hourly employee under the Employer’s Paid Time Off Policy);
	 
	 	(8)	 	pension, profit-sharing or other retirement plan payments
made under any plan or other arrangement of the Employer, regardless of
whether such plan or arrangement is qualified under any applicable provisions
of the Code;
	 
	 	(9)	 	amounts paid under the Employer’s Long Term Disability Plan
or any other similar plan of the Employer;
	 
	 	(10)	 	severance payments under any plan, program, arrangement, or
agreement (not including severance retention payments);
	 
	 	(11)	 	irregular lump sum payments, special awards (including “You
Make a Difference Awards”), and other forms of extraordinary or special
compensation (not including a payment under the Employer’s “gain sharing”
program or the Employer’s individual or team achievement awards or a payment
that makes the recipient eligible for the Employer’s Arrow Award of
Excellence or Chairman’s Award of Excellence); or





 









 






	 	(12)	 	payments made under any successor to any plan, program,
arrangement, or agreement described in (1) through (11) above, and any
payments made under any other similar plan, program, arrangement, or
agreement, in accordance with such rules or guidelines as are established by
the Administrator.






	 	 	In addition to other applicable limitations set forth in the Plan, and notwithstanding any
other provision of the Plan to the contrary, the annual Compensation of each Participant
taken into account under the Plan shall not exceed $200,000, as adjusted by the Secretary of
the Treasury or his delegate for increases in the cost of living in accordance with Section
401(a)(17)(B) of the Code. The cost-of-living adjustment in effect for a calendar year
applies to any period, not exceeding twelve (12) months, over which Compensation is
determined (determination period) beginning in such calendar year. If a determination
period consists of fewer than twelve (12) months, the OBRA ‘93 annual compensation limit
shall be multiplied by a fraction, the numerator of which is the number of months in the
determination period, and the denominator of which is twelve (12).
	 
	 	 	For purposes of determining who is a Highly-Compensated Employee, Compensation shall mean
compensation as defined in Code Section 414(q)(4).
	 
	 	 	For purposes of applying the limitations described in Section 11.1, and for purposes of
defining compensation under Section 1.14 and Article Thirteen of the Plan, compensation paid
or made available during such limitations years (or Plan Years) shall include elective
amounts that are not includible in the gross income of the Employee by reason of Section
132(f)(4) of the Code.






	1.7	 	“DISABILITY” shall mean a “permanent and total” disability incurred by a Participant
while in the employ of the Employer. For this purpose, a permanent and total disability shall
mean suffering from a physical or mental condition which, in the opinion of the Administrator
and based upon appropriate medical advice and examination will result in the: (a) inability to
engage in any substantial gainful activity by reason of any medically determinable physical or
mental impairment that can be expected to result in death or that has lasted or can be
expected to last for a continuous period of not less than 12 months, as determined by the
Administrator on the basis of a written determination by the Social Security Administration
that disability benefits under the Social Security Act have been approved, (b) inability to
engage in any substantial gainful activity by reason of any medically determinable physical or
mental impairment that can be expected to result in death or that has lasted or can be
expected to last for a continuous period of not less than 12 months, as determined by the
Administrator on the basis of a written determination by a physician selected or accepted by
the Administrator; or (c) eligibility for benefits under the long-term disability benefits
plan(s) identified by the Administrator as sponsored under an Employer program as determined
under the rules of the Plan.





 









 






	1.8	 	“EFFECTIVE DATE.” The Effective Date of this Plan, on and after which it supersedes
the terms of the Merged Plans, is June 1, 2003. The rights of any Participant who separated
from the Employer’s Service prior to such date shall be established under the terms of the
Merged Plan in effect at the time of the Participant’s separation from Service, unless the
Participant subsequently returns to Service with the Employer. Rights of spouses and
Beneficiaries of such Participants shall also be governed by those documents.
	 
	1.9	 	“EMPLOYEE” shall mean a common law employee of the Employer.
	 
	1.10	 	“EMPLOYER” shall mean PolyOne Corporation and any subsidiary or affiliate which is a
member of its “related group” (as defined in Section 2.5(b)) which has adopted the Plan (a
“Participating Affiliate”), and shall include any successor(s) thereto which adopt this Plan.
Any such subsidiary or affiliate of PolyOne Corporation may adopt the Plan with the approval
of its board of directors (or noncorporate counterpart) subject to the approval of PolyOne
Corporation. The provisions of this Plan shall apply equally to each Participating Affiliate
and its Employees except as specifically set forth in the Plan; provided, however,
notwithstanding any other provision of this Plan, the amount and timing of contributions under
Article 4 to be made by any Employer which is a Participating Affiliate shall be made subject
to the approval of PolyOne Corporation. For purposes hereof, each Participating Affiliate
shall be deemed to have appointed PolyOne Corporation as its agent to act on its behalf in all
matters relating to the administration, amendment, termination of the Plan and the investment
of the assets of the Plan. For purposes of the Code and the Employee Retirement Income
Security Act of 1974, as amended from time to time, the Plan as maintained by PolyOne
Corporation and the Participating Affiliates shall constitute a single plan rather than a
separate plan of each Participating Affiliate. All assets in the Trust shall be available to
pay benefits to all Participants and their Beneficiaries.
	 
	1.11	 	“EMPLOYER STOCK” shall mean common stock of PolyOne Corporation.
	 
	1.12	 	“EMPLOYMENT DATE” shall mean the first date as of which an Employee is credited with
an Hour of Service, provided that, in the case of a Break in Service, the Employment Date
shall be the first date thereafter as of which an Employee is credited with an Hour of
Service.
	 
	1.13	 	“FAIL-SAFE CONTRIBUTION” shall mean a qualified nonelective contribution which is a
contribution (other than a matching contribution or a “Qualified Matching Contribution”,
within the meaning of Section 10.2(a)) made by the Employer and allocated to Participants’
accounts that the Participants may not elect to receive in cash until distribution from the
Plan; that are nonforfeitable when made; and that are





 









 






	 	 	distributable only in accordance with the distribution provisions that are applicable to
elective deferrals and Qualified Matching Contributions.






	1.14	 	“HIGHLY-COMPENSATED EMPLOYEE” shall mean, any Employee of the Employer who:






	 	(a)	 	was a five percent (5%) owner of the Employer (as defined in Code Section
416(i)(1)) at any time during the “determination year” or “look-back year”; or
	 
	 	(b)	 	earned more than $85,000 of Compensation from the Employer during the
“look-back year”. The $85,000 amount shall be adjusted at the same time and in the
same manner as under Section 415(d) of the Code.






	 	 	An Employee who separated from Service prior to the “determination year” shall be treated as
a Highly-Compensated Employee for the “determination year” if such Employee was a
Highly-Compensated Employee when such Employee separated from Service, or was a
Highly-Compensated Employee at any time after attaining age fifty-five (55).
	 
	 	 	For purposes of this Section, the “determination year” shall be the Plan Year for which a
determination is being made as to whether an Employee is a Highly-Compensated Employee. The
“look-back year” shall be the twelve (12) month period immediately preceding the
“determination year”.






	1.15	 	“HOUR OF SERVICE” shall have the meaning set forth below:






	 	(a)	 	An Hour of Service is each hour for which an Employee is paid, or entitled to
payment, for the performance of duties for the Employer, during the applicable
computation period.
	 
	 	(b)	 	An Hour of Service is each hour for which an Employee is paid, or entitled to
payment, by the Employer on account of a period of time during which no duties are
performed (irrespective of whether the employment relationship has terminated) due to
vacation, holiday, illness, incapacity (including disability), layoff, jury duty,
military duty, or leave of absence. Notwithstanding the preceding sentence,






	 	(i)	 	No more than five hundred and one (501) Hours of Service shall
be credited under this paragraph (b) to any Employee on account of any single
continuous period during which the Employee performs no duties (whether or not
such period occurs in a single computation period). Hours under this paragraph
will be calculated and credited pursuant to Section





 









 






	 	 	 	2530.200b-2 of the Department of Labor Regulations which is incorporated
herein by reference;
	 
	 	(ii)	 	An hour for which an Employee is directly or indirectly paid,
or entitled to payment, on account of a period during which no duties are
performed shall not be credited to the Employee if such payment is made or due
under a plan maintained solely for the purpose of complying with applicable
workers’ compensation, or unemployment compensation or disability insurance
laws; and
	 
	 	(iii)	 	Hours of Service shall not be credited for a payment which
solely reimburses an Employee for medical or medically related expenses
incurred by the Employee.






	 	 	 	For purposes of this paragraph (b), a payment shall be deemed to be made by or due
from the Employer regardless of whether such payment is made by or due from the
Employer directly, or indirectly through, among others, a trust fund, or insurer, to
which the Employer contributes or pays premiums and regardless of whether
contributions made or due to the trust fund, insurer or other entity are for the
benefit of particular Employees or are on behalf of a group of Employees in the
aggregate.






	 	(c)	 	An Hour of Service is each hour for which back pay, irrespective of mitigation
of damages, is either awarded or agreed to by the Employer. The same Hours of Service
shall not be credited both under paragraph (a) or paragraph (b), as the case may be,
and under this paragraph (c). Thus, for example, an Employee who receives a back pay
award following a determination that he was paid at an unlawful rate for Hours of
Service previously credited shall not be entitled to additional credit for the same
Hours of Service. Crediting of Hours of Service for back pay awarded or agreed to with
respect to periods described in paragraph (b) shall be subject to the limitations set
forth in that paragraph.






	 	 	In crediting Hours of Service for Employees who are paid on an hourly basis, the “actual”
method shall be utilized. For this purpose, the “actual” method shall mean the
determination of Hours of Service from records of hours worked and hours for which the
Employer makes payment or for which payment is due from the Employer, subject to the
limitations enumerated above. In crediting Hours of Service for Employees who are not paid
on an hourly basis, the “weeks of employment” method shall be utilized. Under this method,
an Employee shall be credited with forty-five (45) Hours of Service for each week for which
the Employee would be required to be credited with at least one (1) Hour of Service pursuant
to the provisions enumerated above.






	1.16	 	“LEASED EMPLOYEE” shall mean any person who, pursuant to an agreement between the
Employer and any other person or organization, has performed services for the Employer
(determined in accordance with Code Section 414(n)(6)) on a substantially





 









 






	 	 	full-time basis for a period of at least one (1) year and where such services are performed
under the primary direction and control of the Employer. A person shall not be considered a
Leased Employee if the total number of Leased Employees does not exceed twenty percent (20%)
of the Nonhighly-Compensated Employees employed by the Employer, and if any such person is
covered by a money purchase pension plan providing (a) a nonintegrated employer contribution
rate of at least ten percent (10%) of compensation, as defined in Section 11.1(b)(2) of the
Plan but including amounts contributed pursuant to a salary reduction agreement which are
excludable from the employee’s gross income under Code Sections 125, 402(g) or 403(b), and
shall also include elective amounts that are not includible in the gross income of the
Employee by reason of Section 132(f) of the Code, (b) immediate participation, and (c) full
and immediate vesting.
	 
	1.17	 	“MERGED PLANS” shall mean the M.A. Hanna Company Capital Accumulation Plan, the M.A.
Hanna Company 401(k) and Retirement Plan, and/or the O’Sullivan Corporation Retirement Savings
Plan in effect as of May 31, 2003.
	 
	1.18	 	“NONHIGHLY-COMPENSATED EMPLOYEE” shall mean an Employee of the Employer who is not a
Highly-Compensated Employee.
	 
	1.19	 	“NORMAL RETIREMENT DATE” shall mean the Participant’s sixty-fifth (65th)
birthday, or for Participants who were participants in the Polymer Group Retirement Savings
Plan or the 401(k) Savings and Retirement Plan for Polymer Associates as of January 1, 1998,
the Participant’s fifty-fifth (55th) birthday. The date on which the Participant
attains age sixty-five (65), or fifty-five (55) as the case may be, shall be the Participant’s
Normal Retirement Age.
	 
	1.20	 	“PARTICIPANT” shall mean any Employee who has satisfied the eligibility requirements
of Article Three and who is participating in the Plan.
	 
	1.21	 	“PLAN” shall mean the PolyOne Retirement Savings Plan, as set forth herein and as may
be amended from time to time.
	 
	1.22	 	“PLAN YEAR” shall mean the twelve (12)-consecutive month period beginning January 1
and ending December 31.
	 
	1.23	 	“TRUST” shall mean the Trust Agreement entered into between the Employer and the
Trustee forming part of this Plan, together with any amendments thereto. “Trust Fund”





 









 






	 	 	shall mean any and all property held by the Trustee pursuant to the Trust Agreement,
together with income therefrom.






	1.24	 	“TRUSTEE” shall mean the Trustee or Trustees appointed by the Employer, and any
successors thereto.
	 
	1.25	 	“VALUATION DATE” shall mean the date or dates established by the Administrator for the
valuation of the assets of the Plan. In no event shall the assets of the Plan be valued less
frequently than once each Plan Year.
	 
	1.26	 	“YEAR OF SERVICE” or “SERVICE” and the special rules with respect to crediting Service
are in Article Two of the Plan.





 









 





ARTICLE TWO—SERVICE DEFINITIONS AND RULES



Service is the period of employment credited under the Plan. Definitions and special rules related
to Service are as follows:





	2.1	 	YEAR OF SERVICE. For purposes of determining an Employee’s nonforfeitable right to
that portion of his Account attributable to Employer contributions under the schedule set
forth in Section 6.1, except for periods of Service which may be disregarded on account of the
“rule of parity” described in Section 2.4, an Employee shall receive credit for the aggregate
of all time period(s) commencing on his Employment Date (or re-employment date) and ending on
the date a “period of severance” (within the meaning of Section 2.2) commences. However, an
Employee shall also receive credit for any period of severance of less than twelve
(12)-consecutive months; provided, however that if an Employee is absent from Service for any
reason other than quit, discharge, retirement or death, and during the absence the Employee
quits, is discharged, or retires, the period of time between the date the Employee quits, is
discharged, or retires and the first anniversary of the date on which the Employee was first
absent shall be credited hereunder if the Employee returns to Service on or before such first
anniversary date. An Employee who completes a one (1)-year period of Service as of the
anniversary of his Employment Date shall be credited with a Year of Service on that date.
Fractional periods of Service shall be aggregated so that a Year of Service shall be
completed as of the date the Employee completes twelve (12) months of Service (thirty (30)
days shall be deemed to be a month in the case of the aggregation of fractional months) or
three hundred and sixty-five (365) days of Service.
	 
	 	 	Any Participant who was a participant in a Merged Plan as of May 31, 2003 shall be credited
with any prior “Years of Service” credited under the Merged Plan as of such date. In
addition, for any Participant who was a participant in the O’Sullivan Corporation Retirement
Savings Plan as of May 31, 2003, the provisions of Section 1.410(a)-7(f)(1)(i) of the Income
Tax Regulations shall apply.
	 
	2.2	 	BREAK IN SERVICE. Subject to Section 2.3, a Break in Service is a “period of
severance” of at least twelve (12) consecutive months. For this purpose, a period of
severance shall be a continuous period in which an Employee is not employed by the Employer.
Such period shall begin on the date the Employee retires, quits, is discharged or dies or, if
earlier, the twelve (12)-month anniversary of the date on which the Employee is otherwise
absent from Service.
	 
	2.3	 	MATERNITY/PATERNITY LEAVE OF ABSENCE. For any individual who is absent from work for
any period by reason of the individual’s pregnancy, birth of the individual’s child, placement
of a child with the individual in connection with the individual’s adoption of the child, or
by reason of the individual’s caring for the child for a period beginning immediately
following such birth or placement, the twelve (12)-





 









 






	 	 	consecutive month period beginning on the first anniversary of the first date of such
absence shall not constitute a Break in Service.






	2.4	 	RULE OF PARITY ON RETURN TO EMPLOYMENT. An Employee who returns to employment after a
Break in Service shall retain credit for his pre-Break Years of Service, subject to the
following rules:






	 	(a)	 	If a Participant incurs five (5) or more consecutive one (1)-year Breaks in
Service, any Years of Service performed thereafter shall not be used to increase the
nonforfeitable interest in his Account accrued prior to such five (5) or more
consecutive one (1)-year Breaks in Service.
	 
	 	(b)	 	If when a Participant incurred a Break in Service, he was not vested in any
portion of his Account derived from Employer contributions, his pre-Break Years of
Service shall be disregarded if his consecutive one (1)-year Breaks in Service equal or
exceed five (5).






	 	 	Subject to the preceding paragraphs of this Section, an Employee’s pre-Break Years of
Service and post-Break Years of Service shall count in determining the vested percentage of
the Employee’s Account derived from all Employer contributions (i.e., Employer contributions
attributable to employment before and after the Employee’s Break in Service).






	2.5	 	SERVICE IN EXCLUDED JOB CLASSIFICATIONS OR WITH RELATED COMPANIES






	 	(a)	 	Service while a Member of an Ineligible Classification of Employees.
An Employee who is a member of an ineligible classification of Employees shall not be
eligible to participate in the Plan while a member of such ineligible classification.
However, if any such Employee is transferred to an eligible classification, such
Employee shall be credited with any periods of Service completed while a member of such
an ineligible classification both for purposes of determining his Years of Service
under Section 2.1 and in determining his eligibility to participate in the Plan under
Section 3.1. For this purpose, an Employee shall be considered a member of an
ineligible classification of Employees for any period during which he is employed in a
job classification which is excluded from participating in the Plan under Section 3.1
below.
	 
	 	(b)	 	Service with Related Group Members. Subject to Section 2.1, for each
Plan Year in which the Employer is a member of a “related group”, as hereinafter
defined, all Service of an Employee or Leased Employee (hereinafter collectively
referred to as “Employee” solely for purposes of this Section 2.5(b)) with any one or
more members of such related group shall be treated as employment by the Employer for
purposes of determining the Employee’s Years of Service under Section 2.1





 









 






	 	 	 	and his eligibility to participate in the Plan under Section 3.1. The transfer of
employment by any such Employee to another member of the related group shall not be
deemed to constitute a retirement or other termination of employment by the Employee
for purposes of this Section, but the Employee shall be deemed to have continued in
employment with the Employer for purposes of determining the Employee’s Years of
Service and in determining his eligibility to participate in the Plan. For purposes
of this subsection (b), “related group” shall mean the Employer and all
corporations, trades or businesses (whether or not incorporated) which constitute a
controlled group of corporations with the Employer, a group of trades or businesses
under common control with the Employer, or an affiliated service group which
includes the Employer, within the meaning of Section 414(b), Section 414(c), or
Section 414(m), respectively, of the Code or any other entity required to be
aggregated under Code Section 414(o).
	 
	 	(c)	 	Construction. This Section is included in the Plan to comply with the
Code provisions regarding the crediting of Service, and not to extend any additional
rights to Employees in ineligible classifications other than as required by the Code
and regulations thereunder.





 









 





ARTICLE THREE—PLAN PARTICIPATION





	3.1	 	PARTICIPATION. Any Employee participating in a Merged Plan as of May 31, 2003 shall
become a Participant in the Plan as of June 1, 2003.
	 
	 	 	Each other Employee shall become a Participant under the Plan as soon as administratively
practicable following his Employment Date.
	 
	 	 	In no event, however, shall any Employee (or other individual) participate under the Plan
while he is: (i) included in a unit of Employees covered by a collective bargaining
agreement between the Employer and the Employee representatives under which retirement
benefits were the subject of good faith bargaining, unless the terms of such bargaining
agreement expressly provides for the inclusion in the Plan; (ii) regularly employed outside
of the United States and not paid in United States dollars; (iii) classified by the Employer
as anything other than an Employee (regardless of any subsequent reclassification by the
Employer, any governmental agency or court); (iv) employed as a Leased Employee; (v)
employed as a nonresident alien who receives no earned income (within the meaning of Section
911(d)(2) of the Code) from the Employer which constitutes income from sources within the
United States (within the meaning of Section 861(a)(3) of the Code); or (vi) participating
in the PolyOne Retirement Savings Plan A.
	 
	 	 	Notwithstanding the foregoing provisions, any Employee who:






	 	(i)	 	is employed as an intern or a co-op student; or
	 
	 	(ii)	 	is employed on a “temporary basis”, that is, employed for less than a four (4)
month period; and
	 
	 	(iii)	 	is not in an excluded class of Employees described in the preceding paragraph,






	 	 	shall become a Participant in the Plan as soon as administratively practicable following his
completion of a twelve (12)-month period of employment with the Employer during which he is
credited with at least one thousand (1,000) Hours of Service. The first twelve (12)-month
period shall be measured from the Employee’s Employment Date. Any subsequent twelve
(12)-month period shall be a Plan Year, beginning with the Plan Year after his Employment
Date.
	 
	3.2	 	RE-EMPLOYMENT OF FORMER PARTICIPANT. A vested Participant (or a nonvested Participant
whose prior Service cannot be disregarded) whose participation ceased because of termination
of employment with the Employer shall resume participating upon his reemployment as an
eligible Employee; provided, however, that





 









 






	 	 	such an individual shall be entitled to commence elective deferrals as soon as
administratively possible following his return to participation in the Plan.
	 
	3.3	 	TERMINATION OF ELIGIBILITY. In the event a Participant is no longer a member of an
eligible class of Employees and he becomes ineligible to participate, such Employee shall
resume participating upon his return to an eligible class of Employees; provided, however,
that such an individual shall be entitled to commence elective deferrals as soon as
administratively possible following his return to participation in the Plan.
	 
	 	 	In the event an Employee who is not a member of an eligible class of Employees becomes a
member of an eligible class, such Employee shall participate upon becoming a member of an
eligible class of Employees, if such Employee has otherwise satisfied the eligibility
requirements of Section 3.1 and would have otherwise previously become a Participant;
provided, however, that such an individual shall be entitled to commence elective deferrals
as soon as administratively possible following his becoming a Participant.
	 
	3.4	 	COMPLIANCE WITH USERRA. Notwithstanding any provision of this Plan to the contrary,
Participants shall receive service credit and be eligible to make deferrals and receive
Employer contributions with respect to periods of qualified military service (within the
meaning of Section 414(u)(5) of the Code) in accordance with Section 414(u) of the Code.





 









 





ARTICLE FOUR—ELECTIVE DEFERRALS, EMPLOYER CONTRIBUTIONS, ROLLOVERS AND AFTER-TAX

CONTRIBUTIONS





	4.1	 	ELECTIVE DEFERRALS.






	 	(a)	 	Elections. A Participant may elect to defer from one percent (1%) to
fifteen percent (15%) (in whole percentages) of his Compensation for a Plan Year. The
amount of a Participant’s Compensation that is deferred in accordance with the
Participant’s election shall be withheld by the Employer from the Participant’s
Compensation on a ratable basis throughout the Plan Year. The amount deferred on
behalf of each Participant shall be contributed by the Employer to the Plan and
allocated to the portion of the Participant’s Account consisting of elective deferrals.
	 
	 	(b)	 	Changes in Election. A Participant may prospectively elect to change
or revoke the amount (or percentage) of his elective deferrals during the Plan Year by
making an election at such time and in such manner as is determined by the
Administrator.
	 
	 	(c)	 	Limitations on Deferrals. No Participant shall defer on a pre-tax
basis an amount which exceeds the applicable dollar limit as determined under Section
402(g)(1)(B) of the Code for any calendar year ending with or within the Plan Year.
	 
	 	(d)	 	Administrative Rules. All elections made under this Section 4.1,
including the amount and frequency of deferrals, shall be subject to the rules of the
Administrator which shall be consistently applied and which may be changed from time to
time.
	 
	 	(e)	 	Catch-Up Contributions. All Participants who have attained age fifty
(50) before the close of the Plan Year shall be eligible to make catch-up contributions
in accordance with, and subject to the limitations of, Section 414(v) of the Code.
Such catch-up contributions shall not be taken into account for purposes of the
provisions of the Plan implementing the required limitations of Sections 402(g) and 415
of the Code. The Plan shall not be treated as failing to satisfy the requirements of
the Plan implementing the requirements of Sections 401(k)(3), 401(k)(11), 401(k)(12),
410(b), or 416 of the Code, as applicable, by reason of the making of such catch-up
contributions. Any catch-up contributions shall not be subject to a Company match.






	4.2	 	EMPLOYER CONTRIBUTIONS.






	 	(a)	 	Employer Matching Contributions. For each payroll period, the Employer
shall contribute to the Plan, on behalf of each Participant, a matching contribution





 









 






	 	 	 	equal to 100% of the first 3%, and 50% of the next 3%, of the Participant’s
Compensation contributed to the Plan as elective deferrals and/or after-tax
contributions under Section 4.1 and Section 4.5, respectively.
	 
	 	 	 	The Employer’s board of directors may also determine to suspend or reduce its
contributions under this Section for any Plan Year, or any payroll period, or for
any group of Participants. Allocations under this Section shall be subject to the
special rules of Section 13.3 in any Plan Year in which the Plan is a Top-Heavy Plan
(as defined in Section 13.2(b)).
	 
	 	 	 	Notwithstanding the foregoing provisions of this Section 4.2(a), if a Participant’s
elective deferrals for a Plan Year reach the maximum amount set out in Section
4.1(c) (or such other Plan imposed limit) and, as a result, the Participant is not
eligible to make elective deferrals to the Plan for the balance of such year, or if
the Participant varies the rate of his elective deferrals and/or after-tax
contributions during a Plan Year and, as a result, fails to receive the full
available matching contribution for the year, such Participant shall be entitled to
receive a supplemental Employer matching contribution to the extent required to
ensure that such Participant receives the same rate of matching contribution for the
Plan Year as any other Participant with the same rate of elective deferrals and/or
after-tax contributions for such Plan Year. The supplemental Employer matching
contributions received by any such Participant for the Plan Year shall, however, be
limited to the extent required to comply with the requirements of applicable Federal
law. To be eligible for this supplemental Employer matching contribution, the
Participant must be employed by the Employer on the last day of the period for which
the supplemental matching contribution is made.






	 	(b)	 	Employer Retirement Contributions. Each payroll period the Employer
shall make a retirement contribution on behalf of each Participant. Such contribution
shall be in an amount equal to no less than two percent (2%) of the Participant’s
Compensation for such payroll period. Provided, however, that for any Participant in
the Plan on June 1, 2003, who was not a participant in either The Geon Pension Plan or
The Geon Wage Employees’ Pension Plan on May 31, 2003, a one-time retirement
contribution adjustment shall be made in July 2003 in an amount equal to two percent
(2%) of the Participant’s Compensation for the period January 1, 2003 to May 31, 2003.






	4.3	 	ROLLOVERS AND TRANSFERS OF FUNDS FROM OTHER PLANS. With the approval of the
Administrator, there may be paid to the Trustee amounts which have been held under other plans
qualified under Code Section 401, including after-tax contributions, either (a) maintained by
the Employer which have been discontinued or terminated with respect to any Employee, or (b)
maintained by another employer with respect to which any Employee has ceased to participate.
Any such transfer or rollover may also be made by means of an Individual Retirement Account
qualified under Section 408 of the Code, where the Individual Retirement Account was used as a
conduit from





 









 






	 	 	the former plan. Finally, a transfer or rollover may also be made from an annuity contract
described in Section 403(b) of the Code or, from an eligible plan under Section 457(b) of
the Code which is maintained by a state, political subdivision of a state, or any agency or
instrumentality of a state or political subdivision of a state. Any amounts so transferred
on behalf of any Employee shall be nonforfeitable and shall be maintained under a separate
Plan account, to be paid in addition to amounts otherwise payable under this Plan. The
amount of any such account shall be equal to the fair market value of such account as
adjusted for income, expenses, gains, losses, and withdrawals attributable thereto.
	 
	4.4	 	TIMING OF CONTRIBUTIONS. Employer contributions shall be made to the Plan no later
than the time prescribed by law for filing the Employer’s federal income tax return (including
extensions) for its taxable year ending with or within the Plan Year. Elective deferrals
under Section 4.1 shall be paid to the Plan as soon as administratively possible, but no later
than the fifteenth (15th) business day of the month following the month in which
such deferrals would have been payable to the Participant in cash, or such later date as
permitted or prescribed by the Department of Labor.
	 
	4.5	 	EMPLOYEE AFTER-TAX CONTRIBUTIONS. A Participant shall be permitted to make after-tax
contributions to the Plan in accordance with procedures established by the Administrator which
shall be consistently applied and which may be changed from time to time. A Participant may
prospectively elect to change or revoke the amount (or percentage, from one percent (1%) to
fifteen percent (15%)) of his after-tax contributions during the Plan Year in accordance with
procedures established by the Administrator.
	 
	 	 	Total Contributions under Section 4.1(a) and this Section 4.5 cannot exceed 15% of the
Participant’s Compensation for a Plan Year.
	 
	 	 	Employee after-tax contributions shall be subject to the limitations under Section 10.3 and
Section 11.1.
	 
	 	 	Any after-tax contributions made by a Participant shall be contributed by the Employer to
the Plan and allocated to the portion of the Participant’s Account consisting of after-tax
contributions. A Participant shall have a nonforfeitable interest at all times in that
portion of his Account attributable to any after-tax contributions. Any such after-tax
contributions shall be distributed at the same time as other vested benefits would be
distributed under the Plan.





 









 





ARTICLE FIVE—ACCOUNTING RULES





	5.1	 	INVESTMENT OF ACCOUNTS AND ACCOUNTING RULES






	 	(a)	 	Investment Funds. The investment of Participants’ Accounts shall be
made in a manner consistent with the provisions of the Trust. In this regard, the
Trust shall provide for separate funds for the directed investment of each
Participant’s Account, including a separate Employer Stock fund a portion of which
shall be invested in cash and cash equivalents for liquidity purposes.
	 
	 	 	 	Notwithstanding the foregoing, however, any Employer matching contributions
initially invested in the Employer Stock fund other than by the Participant’s
direction, shall remain invested in such fund until such date as is designated by
the Employer but not later than September 30, 2003.
	 
	 	(b)	 	Participant Direction of Investments. Each Participant (including, for
this purpose, any former Employee, Beneficiary, or alternate payee (within the meaning
of Section 414(p)(8) of the Code) with an Account balance may direct how his Account
(or such portion thereof which is subject to his investment direction) is to be
invested among the available investment funds in the percentage multiples established
by the Administrator. In the event a Participant fails to make an investment election,
with respect to the portion of his Account which is subject to his investment
direction, the Trustee shall invest all or such portion of his Account in the
investment fund to be designated by the Administrator. To the extent subject to the
Participant’s investment direction, the Participant may change his investment election,
with respect to future contributions and, if applicable, forfeitures, and/or amounts
previously accumulated in the Participant’s Account in accordance with procedures
established by the Administrator. Any such change in a Participant’s investment
election shall be effective at such time as may be prescribed by the Administrator. If
the Plan’s recordkeeper or investments are changed, the Administrator may apply such
administrative rules and procedures as are necessary to provide for the transfer of
records and/or assets, including without limitation, the suspension of Participant’s
investment directions, withdrawals and distributions for such period of time as is
necessary, and the transfer of Participants’ Accounts to designated funds or an
interest bearing account until such change has been completed.
	 
	 	(c)	 	Allocation of Investment Experience. As of each Valuation Date, the
investment fund(s) of the Trust shall be valued at fair market value, and the income,
loss, appreciation and depreciation (realized and unrealized), and any paid expenses of
the Trust attributable to such fund shall be apportioned among Participants’ Accounts
within the fund based upon the value of each Account within the fund as of the
preceding Valuation Date.










 









 












	 	 	 	The Employer Stock fund under the Plan shall constitute a separate “employee stock
ownership plan” (within the meaning of Section 4975(e)(7) of the Code and Section
407(d)(6) of the Employee Retirement Income Security Act of 1974, as amended). Any
cash dividends on shares of Employer Stock held in the Employer Stock fund which
would otherwise be allocated to a Participant’s Account shall, at the election of
the Participant, be paid to the Plan and distributed in cash to the Participant (or
in the event of the Participant’s death, his Beneficiary) not later than 90 days
after the close of the Plan Year in which paid or be paid to the Plan and reinvested
in the Employer Stock fund. Any such election shall be made in accordance with
rules and procedures as may be established by the Administrator from time to time.
	 
	 	(d)	 	Allocation of Contributions. Employer contributions shall be allocated
to the Account of each eligible Participant as of the last day of the period for which
the contributions are made.
	 
	 	(e)	 	Manner and Time of Debiting Distributions. For any Participant who is
entitled to receive a distribution from his Account, such distribution shall be made in
accordance with the provisions of Section 7.1 and Section 7.2. The amount distributed
shall be based upon the fair market value of the Participant’s vested Account as of the
Valuation Date preceding the distribution.






	5.2	 	PARTICIPANTS OMITTED IN ERROR. In the event a Participant is not allocated a share of
the Employer contribution and/or forfeitures as a result of an administrative error in any
Plan Year, the Employer may elect to either (a) make an additional contribution on behalf of
such omitted Participant in an appropriate amount, or (b) deduct the appropriate amount from
the next succeeding Employer contribution and/or forfeitures and allocate such amount to the
Participant’s Account prior to making the allocations set forth under Section 5.1(d).





 









 





ARTICLE SIX—VESTING AND RETIREMENT BENEFITS





	6.1	 	VESTING. A Participant shall at all times have a nonforfeitable (vested) right to his
Account derived from elective deferrals, after-tax contributions, Employer matching
contributions, Fail-Safe Contributions and Qualified Matching Contributions as defined in
Section 10.2, any dividends paid on Employer Stock credited to his Account, any rollovers from
other plans, and any other contributions made on his behalf, other than retirement
contributions made under Section 4.2(b) or any Employer retirement contributions transferred
from a Merged Plan, as adjusted for investment experience. Except as otherwise provided with
respect to Normal Retirement, Disability, or death, a Participant shall have a nonforfeitable
(vested) right to a percentage of the value of his Account derived from Employer retirement
contributions under Section 4.2(b) and, except as otherwise provided below, any Employer
retirement contributions transferred from a Merged Plan, as follows:





	 	 	 
	Years of Service
	 	Vested Percentage
	 
	 	 
	 	 	 
	Less than 3 years
	 	0%
	3 years and thereafter
	 	100%







	 	 	Notwithstanding the foregoing, any Participant who was a Participant in the M.A. Hanna
Company Capital Accumulation Plan and/or the M.A. Hanna Company 401(k) and Retirement Plan
as of May 31, 2003, and who was credited with two (2) years of service (for vesting
purposes) under either such plan as of such date, shall have at least a twenty percent (20%)
vested interest in any employer contributions transferred from such plan(s) and in any
Employer retirement contributions under Section 4.2(b).






	6.2	 	FORFEITURE OF NONVESTED BALANCE. The nonvested portion of a Participant’s Account, as
determined in accordance with Section 6.1, shall be forfeited as of the earlier of (i) as soon
as administratively practical following the date on which the Participant receives
distribution of his vested Account or (ii) as soon as administratively practical after the
last day of the Plan Year in which the Participant incurs five (5) consecutive one (1)-year
Breaks in Service. However, no forfeiture shall occur solely as a result of a Participant’s
withdrawal of Employee after-tax contributions. The amount forfeited shall be used to pay
Plan administrative expenses and/or used to reduce Employer contributions under Section 4.2 or
used to reduce Employer contributions under Section 5.2 or to restore previously forfeited
amounts under this Section 6.2.
	 
	 	 	If the Participant returns to the employment of the Employer prior to incurring five (5)
consecutive one (1)-year Breaks in Service, and prior to receiving distribution of his
vested Account, the nonvested portion shall be restored. However, if the nonvested portion
of the Participant’s Account was allocated as a forfeiture as the result of the Participant
receiving distribution of his vested Account balance, the nonvested portion shall be
restored if:





 









 






	 	(a)	 	the Participant resumes employment prior to incurring five (5) consecutive one
(1)-year Breaks in Service; and
	 
	 	(b)	 	the Participant repays to the Plan, as of the earlier of (i) the date which is
five (5) years after his reemployment date or (ii) the date which is the last day of
the period in which the Participant incurs five (5) consecutive one (1)-year Breaks in
Service, an amount equal to the total distribution derived from Employer contributions.






	 	 	Upon repayment, the Employer-derived benefit required to be restored by this Section shall
not be less than in the account balance of the Employee, both the amount distributed and the
amount forfeited, unadjusted by any subsequent gains or losses. The amount required to be
restored shall be made by a special Employer contribution or from the next succeeding
Employer contribution and forfeitures, as appropriate.
	 
	 	 	Any Years of Service for which a Participant received a cash-out shall be recognized for
purposes of vesting and eligibility under the Plan.






	6.3	 	NORMAL RETIREMENT. A Participant who is in the employment of the Employer at his
Normal Retirement Age shall have a nonforfeitable interest in one hundred percent (100%) of
his Account, if not otherwise one hundred percent (100%) vested under the vesting schedule in
Section 6.1. A Participant who continues employment with the Employer after his Normal
Retirement Age shall continue to participate under the Plan.
	 
	6.4	 	DISABILITY. If a Participant incurs a Disability, the Participant shall have a
nonforfeitable interest in one hundred percent (100%) of his Account, if not otherwise one
hundred percent (100%) vested under the vesting schedule in Section 6.1. Payment of such
Participant’s Account balance shall be made at the time and in the manner specified in Article
Seven, following receipt by the Administrator of the Participant’s written distribution
request.





 









 





ARTICLE SEVEN—MANNER AND TIME OF DISTRIBUTING BENEFITS





	7.1	 	MANNER OF PAYMENT. Subject to the provisions of Section 7.4 and/or Section 7.8, the
Participant’s vested Account shall be distributed to the Participant (or to the Participant’s
Beneficiary in the event of the Participant’s death) by any of the following methods, as
elected by the Participant or, when applicable, the Participant’s Beneficiary:






	 	(a)	 	in a single lump-sum payment; or
	 
	 	(b)	 	if the Participant’s vested Account (excluding any rollover contributions)
exceeds $5,000, in monthly installments subject to the provisions of this Article
Seven.






	 	 	If the Participant’s vested Account (excluding any rollover contributions) exceeds $5,000,
and the Participant elects to defer distribution of his vested Account pursuant to the
provisions of Section 7.2 below, the Participant may, from time to time, elect to withdraw
amounts from his vested Account, subject to rules and procedures established by the
Administrator.
	 
	 	 	Notwithstanding the foregoing, any portion of a Participant’s vested Account invested in the
Employer Stock fund may, at the Participant’s election, be distributed in a single payment
in the form of whole shares of Employer Stock, with any fractional shares, and the cash and
cash equivalent portions of the underlying stock fund, being distributed in cash.






	7.2	 	TIME OF COMMENCEMENT OF BENEFIT PAYMENTS. Distribution of the Participant’s Account
balance for a Participant who terminates employment on or after his Normal Retirement Date, or
as a result of his Disability, shall be made or commence no later than one (1) year following
the close of the Plan Year in which such event occurred; provided, however, that if the amount
required to be distributed cannot be ascertained by such date, distribution shall be made no
later than sixty (60) days after the earliest date on which such amount can be ascertained;
and provided, further, that, subject to the last paragraph of this Section, if the
Participant’s vested Account balance (excluding any rollover contributions) exceeds $5,000,
distribution shall not be made or commence, unless the Participant otherwise requests in
writing. In such event, distribution shall commence as soon as administratively practical
following receipt by the Administrator of the Participant’s written request.
	 
	 	 	If a Participant terminates employment for any reason other than Normal Retirement,
Disability or death, distribution of his vested Account balance shall be made or commence no
later than the close of the sixth Plan Year following the Plan Year in which he terminated
employment. However, if the vested balance of a Participant’s Account exceeds $5,000
(without regard to any rollover contributions), subject to the last paragraph of this
Section, distribution of his vested Account shall not be made or commence unless the
Participant otherwise requests in writing.






 









 






Notwithstanding any provision contained herein to the contrary, a Participant who is not
vested in any portion of his Account balance attributable to Employer contributions shall be
deemed to have received distribution of such portion of his Account as of the end of the Plan
Year following the Plan Year in which he separates from Service.




     In no event shall distribution of the Participant’s vested Account be made or commence
later than the April 1st following the end of the calendar year in which the Participant
attains age seventy and one-half (701/2), or, except for a Participant who is a five percent
(5%) owner of the Employer (within the meaning of Section 401(a)(9)(C) of the Code), if
later, the April 1st following the calendar year in which the Participant retires from
employment with the Employer. In this regard, the Plan will apply the minimum distribution
requirements of Section 401(a)(9) of the Code in accordance with the regulations under
Section 401(a)(9) that were proposed on January 17, 2001, notwithstanding any provisions of
the Plan to the contrary. This paragraph shall continue in effect until the end of the
last calendar year beginning before the effective date of final regulations under Section
401(a)(9) or such other date as may be specified in guidance published by the Internal
Revenue Service.




	7.3	 	FURNISHING INFORMATION. Prior to the payment of any benefit under the Plan, each
Participant or Beneficiary may be required to complete such administrative forms and furnish
such proof as may be deemed necessary or appropriate by the Employer, Administrator, and/or
Trustee.






	7.4	 	JOINT AND SURVIVOR ANNUITY. This Section shall apply if any portion of a Participant’s
vested Account is derived from funds transferred from a plan subject to the provisions of Code
Sections 401(a)(11) and 417, which provisions may not be limited via an amendment under the
Employee Retirement Income Security Act of 1974.






	 	(a)	 	Annuity Form of Payment: If distribution of a Participant’s vested Account
balance commences during his lifetime, the portion of his vested Account derived from
funds transferred from a plan subject to the provisions of Code Sections 401(a)(11)
and 417 shall be applied to the purchase of a “single life annuity” for a Participant
who is unmarried as of his benefit commencement date, or if the Participant is married
as of his benefit commencement date, applied to the purchase of a “qualified joint and
survivor annuity”.






A “qualified joint and survivor annuity” is an immediate annuity for the life of
the Participant with a survivor annuity for the life of the spouse which is not
less than fifty percent (50%), and not more than one hundred
percent (100%), of the amount of the annuity which is payable during the joint
lives of the Participant and his spouse.



 









 






A “single life annuity” is an annuity for the life of the Participant.




	 	(b)	 	Waiver of Annuity: The Participant may, at any time during the “election
period”, elect to waive the annuity form of payment described above and elect an
optional form of payment set forth under Section 7.1.






The “election period” under this Section shall be the ninety (90)-day period prior
to the “annuity starting date,” which date shall be the first day of the first
period in which an amount is payable as an annuity.




An election to waive the applicable annuity form of payment under the Plan must be
made in writing in a form acceptable to the Administrator. In addition, an
election by a married Participant to waive the qualified joint and survivor annuity
shall not take effect unless (1) the Participant’s spouse consents in writing to
the election, (2) the election designates a specific alternate Beneficiary, if
applicable, including any class of Beneficiaries or any contingent Beneficiaries,
which may not be changed without spousal consent (unless the Participant’s spouse
expressly permits designations by the Participant without any further spousal
consent), (3) the spouse’s consent acknowledges the effect of the election, and (4)
the spouse’s consent is witnessed by a notary public. In addition, the
Participant’s waiver of a qualified joint and survivor annuity shall not be
effective unless the election designates a form of benefit payment which may not be
changed without spousal consent (or the Participant’s spouse expressly permits
designation by the Participant without any further spousal consent).
Notwithstanding the foregoing, spousal consent hereunder shall not be required if
it is established to the satisfaction of the Administrator that the spouse’s
consent cannot be obtained because such spouse cannot be located, or because of
such other circumstances as may be prescribed in regulations pursuant to Section
417 of the Code.




Any consent by a spouse obtained under this Section (or establishment that the
consent of such spouse cannot be obtained) shall be effective only with respect to
such spouse. A consent that permits designations by the Participant without any
requirement of further consent by such spouse must acknowledge that the spouse has
the right to limit consent to a specific Beneficiary, and a specific form of
benefit where applicable, and that the spouse voluntarily elects to relinquish
either or both of such rights. No consent obtained under this provision shall be
valid unless the Participant has received notice as provided below. In addition,
any waiver made in accordance with this Section may be revoked at any time prior to
the commencement of benefits under the Plan. A Participant is not limited to the
number of revocations or elections that may be made hereunder.




	 	(c)	 	Notice Requirement: The Administrator shall provide to each Participant, not
less than thirty (30) days, and not more than ninety (90) days, prior to the
commencement of benefits, a written explanation of:





 









 











	 	(1)	 	the terms and conditions of the qualified joint and survivor
annuity or life annuity;
	 
	 	(2)	 	the Participant’s right to waive such applicable annuity and
the effect of such waiver;
	 
	 	(3)	 	the rights of the Participant’s spouse regarding the required
consent to an election to waive the qualified joint and survivor annuity; and
	 
	 	(4)	 	the right to make, and the effect of, a revocation of an
election to waive the applicable annuity.






	 	(d)	 	Restrictions: Notwithstanding anything contained herein to the contrary, if
the portion of the vested balance of the Participant’s Account derived from funds
transferred from a plan subject to the provisions of Code Sections 401(a)(11) and 417
(excluding any rollover contributions) does not exceed $5,000, distribution of the
portion of the Participant’s vested Account derived from funds transferred from a plan
subject to the provisions of Code Sections 401(a)(11) and 417 shall be made in the
form of a lump-sum payment. However, no distribution shall be made pursuant to this
subsection after the first day of the first period for which an amount is payable as
an annuity unless the Participant and the Participant’s spouse, if applicable, consent
in writing to such distribution. For purposes of this subsection, “vested balance of
a Participant’s Account” shall mean the aggregate value of a Participant’s vested
Account balance attributable to Employer contributions, Employee contributions and
rollover contributions, if applicable, whether vested before or upon the death of a
Participant.






	7.5	 	AMOUNT OF DEATH BENEFIT.






	 	(a)	 	Death Before Termination of Employment. In the event of the death of
a Participant while in the employ of the Employer, vesting in the Participant’s
Account shall be one hundred percent (100%), if not otherwise one hundred percent
(100%) vested under Section 6.1, with the credit balance of the Participant’s Account
being payable to his Beneficiary.
	 
	 	(b)	 	Death After Termination of Employment. In the event of the death of
a former Participant after termination of employment, but prior to the
complete distribution of his vested Account balance under the Plan, the
undistributed vested balance of the Participant’s Account shall be paid to the
Participant’s Beneficiary.






	7.6	 	DESIGNATION OF BENEFICIARY. Each Participant shall file with the Administrator a
designation of Beneficiary to receive payment of any death benefit payable hereunder if such
Beneficiary should survive the Participant. However, subject to Section 7.4(b), no
Participant who is married shall be permitted to designate a




 









 






	 	 	Beneficiary other than his spouse
unless the Participant’s spouse has signed a written consent witnessed by a notary public,
which provides for the designation of an alternate Beneficiary.






Subject to the above, Beneficiary designations may include primary and contingent
Beneficiaries, and may be revoked or amended at any time in similar manner or form, and the
most recent designation shall govern. A designation of a Beneficiary made by a Participant
shall cease to be effective upon his marriage or remarriage. In the absence of an effective
designation of Beneficiary, or if no designated Beneficiary is surviving as of the date of the
Participant’s death, any death benefit shall be paid to the surviving spouse of the
Participant, or, if no surviving spouse, to the Participant’s surviving issue, by right of
representation, or, if none, to the Participant’s surviving parents, or, if none, to the
Participant’s surviving brothers and sisters, or, if none, to the Participant’s estate.
Notification to Participants of the death benefits under the Plan and the method of designating
a Beneficiary shall be given at the time and in the manner provided by regulations and rulings
under the Code.




In the event a Beneficiary survives the Participant, but dies before receipt of all
payments due that Beneficiary hereunder, any benefits remaining to be paid to the Beneficiary
shall be paid to the Beneficiary’s estate.




	7.7	 	DISTRIBUTION OF DEATH BENEFITS. Subject to the provisions of Section 7.2 and 7.8
below, if applicable, the Beneficiary shall be allowed to designate the mode of receiving
benefits in accordance with Section 7.1, unless the Participant had designated a method in
writing and indicated that the method was not revocable by the Beneficiary.






	 	(a)	 	Distribution Beginning Before Death — If the Participant dies after
distribution of his vested Account has commenced, any survivor’s benefit must be paid
at least as rapidly as under the method of payment in effect at the time of the
Participant’s death.
	 
	 	(b)	 	Distribution Beginning After Death - If the Participant dies before
distribution of his vested Account has commenced, distribution of the
Participant’s vested Account shall be completed by December 31 of the calendar year
containing the fifth anniversary of the Participant’s death, except as provided
below:






	 	(i)	 	if any portion of the Participant’s vested Account is payable
to a designated Beneficiary, and if distribution is to be made over the life
or over a period certain not greater than the life expectancy of the
designated Beneficiary (if permitted under Section 7.1 above and Section 7.8
below) such payments shall commence on or before December 31 of the calendar
year immediately following the calendar year in which the Participant died;





 









 











	 	(ii)	 	if the designated Beneficiary is the Participant’s surviving
spouse, the date distribution is required to begin shall not be earlier than
the later of (A) December 31 of the calendar year immediately following the
calendar year in which the Participant died and (B) December 31 of the
calendar year in which the Participant would have attained age seventy and
one-half (701/2).






For purposes of this paragraph (b), if the surviving spouse dies after the
Participant, but before payments to such spouse begin, the provisions of this
paragraph, with the exception of paragraph (ii) herein, shall be applied as if the
surviving spouse were the Participant.




Notwithstanding the foregoing, if the Participant has no designated Beneficiary
(within the meaning of Section 401(a)(9) of the Code and the regulations
thereunder), distribution of the Participant’s vested Account must be completed by
December 31 of the calendar year containing the fifth anniversary of the
Participant’s death.




	7.8	 	QUALIFIED PRE-RETIREMENT SURVIVOR ANNUITY. The provisions of this Section shall apply
to any Participant subject to the provisions of Section 7.4.






	 	(a)	 	If a Participant dies before distribution of benefits has commenced and is survived by his
spouse, his vested Account shall be applied to the purchase of an annuity for the life of the
Participant’s surviving spouse.






	 	(b)	 	The Participant may elect to waive such survivor annuity death benefit and/or
revoke any such election at any time during the period commencing on the first day of
the Plan Year in which the Participant attains age thirty-five (35) (or the date he
terminates employment, if earlier) and ending on the date of his death. Any election
to waive the survivor annuity death benefit, however, shall not take effect unless it
is accompanied by the written consent of the Participant’s spouse, which consent
acknowledges
the effect of such election and is witnessed by a notary public. A Participant who
will not yet attain age thirty-five (35) as of the end of any current Plan Year may
make a special qualified election to waive the qualified pre-retirement survivor
annuity for the period beginning on the date of such election and ending on the
first day of the Plan Year in which the Participant will attain age thirty-five
(35). Such election shall not be valid unless the Participant receives a written
explanation of the qualified pre-retirement survivor annuity in such terms as are
comparable to the explanation required under Section 7.8(c). Qualified
pre-retirement survivor annuity coverage shall be reinstated automatically as of
the first day of the Plan Year in which the Participant attains age thirty-five
(35). Any new waiver on or after such date shall be subject to the full
requirements of this Section.





 









 











The election to waive such survivor annuity death benefit must be made in writing
in a form acceptable to the Administrator and must include the Participant’s
designation of a Beneficiary. The designation of a Beneficiary may not be changed
unless a new consent is signed by the Participant’s spouse.




In the event of such an election, hereunder, any death benefit (otherwise payable
in accordance with this Section) shall be paid to the Participant’s Beneficiary in
a manner selected by the Beneficiary or Participant subject to the provisions of
Section 7.7.




	 	(c)	 	The Administrator shall furnish to each Participant, subject to the
provisions of this Section 7.8, a written explanation of: (1) the terms and
conditions of the survivor annuity death benefit; (2) the Participant’s right to make,
and the effect of, an election to waive the survivor annuity death benefit, and to
revoke such election; and (3) the right of the Participant’s spouse to prevent such an
election by withholding the necessary consent. Such explanation shall be provided to
the Participant within the period beginning on the later of the first day of the Plan
Year in which the Participant attains age thirty-two (32) and ending on the last day
of the Plan Year preceding the Plan Year in which the Participant attains age
thirty-five (35), or within a reasonable period after the Participant commences
participation in the Plan, or after the Participant separates from Service if the
Participant has not attained age thirty-five (35) at the time of his separation from
Service.






For purposes of the preceding paragraph, a “reasonable period” shall mean the end
of the two (2)-year period beginning one (1) year prior to the date the applicable
event occurs, and ending one (1) year after that date. In the case of a
Participant who separates from Service before the Plan Year in which age
thirty-five (35) is attained, notice shall be provided within the two (2) year
period beginning one (1) year prior to separation and ending
one (1) year after separation. If such a Participant thereafter returns to
employment with the Employer, the applicable period for such Participant shall be
redetermined.




Following the Participant’s death, if such death benefit is to be paid to the
Participant’s surviving spouse in the form of a survivor annuity, the surviving
spouse may elect to waive the survivor annuity and receive any optional form of
death benefit available under the Plan.




Notwithstanding the foregoing, the provisions of this Section shall not apply if the vested
balance of the Participant’s Account (excluding any rollover contributions) does not exceed
$5,000).




	7.9	 	VALUATION OF EMPLOYER STOCK. The Administrator or Trustee shall ascertain the value of
Employer Stock in accordance with applicable Treasury Regulations under Section 4975 of the
Code. All valuations relied upon for purposes of any purchase,




 









 






	 	 	exchange or distribution by
the Plan of Employer Stock not readily tradable on an established securities market shall be
made by an independent appraiser meeting requirements similar to those contained in Treasury
Regulations pursuant to Section 170(a)(1) of the Code. The Administrator’s records shall
reflect the tax cost or adjusted basis of all shares of Employer Stock acquired pursuant to
the Plan.






	7.10	 	PRIVILEGES OR RESTRICTIONS ON EMPLOYER STOCK; IN GENERAL. Any shares of Employer
Stock contributed to or otherwise acquired by the Trust or distributed to a Participant,
former Participant or Beneficiary pursuant to the Plan may be made subject to such lawful
rights, privileges or restrictions as the Employer may, from time to time, confer or impose,
including, without limitation, a right on the part of the distributee to cause the Employer to
purchase the securities or any portion thereof, a right of first refusal in the Employer or
the Trust to purchase all or any portion of the securities thereof from the distributee, and
restrictions on transfer whether arising under applicable securities laws or otherwise;
provided, however, that the Employer shall not confer any such rights or privileges or impose
any such restrictions in a manner that discriminates in favor of Participants who are
Highly-Compensated Employees. The Employer shall from time to time notify the Administrator
and the Trustee of any rights, privileges or restrictions that will be applicable to shares of
securities contributed to, acquired by, or distributed from the Trust.






	7.11	 	VOTING EMPLOYER STOCK. Each Participant (or Beneficiary) shall be entitled to direct
the Trustee as to the manner in which shares of Employer Stock then allocated to his Account
shall be voted on all matters presented for a vote to shareholders. Each Participant (or
Beneficiary) who is so entitled shall be
provided with a proxy statement and other materials provided to the applicable shareholders
in connection with each shareholder meeting, together with a form upon which voting
instructions may be given to the Trustee. Any allocated Employer Stock with respect to
which voting instructions are not given (by the Participant or Beneficiary) and any shares
of Employer Stock which are not then allocated to Participant’s Accounts, shall be voted
proportionately in the same manner as the shares for which the Trustee receives direction.
In the event of a tender offer for Employer Stock, each Participant (or Beneficiary) who is
so entitled shall be provided with materials provided to the applicable shareholders in
connection with such tender offer, together with a form upon which tender instructions may
be given to the Trustee. Any allocated Employer Stock with respect to which tender
instructions are not given (by the Participant or Beneficiary) and any shares of Employer
Stock which are not then allocated to Participant’s Accounts, shall not be tendered.






	7.12	 	ELIGIBLE ROLLOVER DISTRIBUTIONS. Notwithstanding the foregoing provisions of this
Article Seven, the provisions of this Section 7.12 shall apply to distributions made under the
Plan.





 









 











	 	(a)	 	A “distributee” (as hereinafter defined) may elect, at the time and in the
manner prescribed by the Administrator, to have any portion of an “eligible rollover
distribution” (as hereinafter defined) paid directly to an eligible retirement plan
specified by the distributee in a direct rollover.
	 
	 	(b)	 	Definitions:






	 	(i)	 	Eligible Rollover Distribution. An eligible rollover
distribution is any distribution of all or any portion of the balance to the
credit of the distributee, except that an eligible rollover distribution does
not include: any distribution that is one of a series of substantially equal
periodic payments (not less frequently than annually) made for the life (or
life expectancy) of the distributee or the joint lives (or joint life
expectancies) of the distributee and the distributee’s designated Beneficiary,
or for a specified period of ten (10) years or more; any distribution to the
extent such distribution is required under Section 401(a)(9) of the Code; any
hardship distribution; and the portion of any distribution that is not
includable in gross income (determined without regard to the exclusion for net
unrealized appreciation with respect to employer securities).
	 
	 	(ii)	 	Eligible Retirement Plan. An eligible retirement
plan is an individual retirement account described in Section 408(a) of the
Code, an individual retirement annuity described in Section 408(b) of the
Code, an annuity plan described in Section 403(a) of the Code, a qualified
defined contribution plan that meets the
requirements of Section 401(a) of the Code and accepts rollovers, an
annuity contract described in Section 403(b) of the Code, or an eligible
plan under Section 457(b) of the Code which is maintained by a state or
political subdivision of a state, or any agency or instrumentality of a
state or political subdivision of a state which agrees to separately
account for amounts transferred into such plan, or any other type of plan
that is included within the definition of “eligible retirement plan” under
Section 401(a)(31)(E) of the Code.
	 
	 	(iii)	 	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
an alternate payee under a qualified domestic relations order, as defined in
Section 414(p) of the Code, are distributees with regard to the interest of
the spouse or former spouse.
	 
	 	(iv)	 	Direct Rollover. A direct rollover is a payment by
the Plan to the eligible retirement plan specified by the distributee.






	 	(c)	 	If a distribution is one to which Sections 401(a)(11) and 417 of the Code do
not apply, such distribution may commence less than thirty (30) days after the notice




 









 






	 	 	 	required under Section 1.411(a)-11(c) of the Income Tax Regulations is given, provided
that:






	 	(i)	 	the Administrator clearly informs the Participant that the
Participant has a right to a period of at least thirty (30) days after
receiving the notice to consider the decision of whether or not to elect a
distribution (and, if applicable, a particular distribution option), and
	 
	 	(ii)	 	the Participant, after receiving the notice, affirmatively
elects a distribution.






	 	(d)	 	If a distribution is one to which Sections 401(a)(11) and 417 of the Code
applies, the distribution may commence less than thirty (30) days, but not less than
seven (7) days, after the notice required under Section 1.411(a)-11(c) of the Income
Tax Regulations is given, provided that the requirements of paragraphs (c)(i) and
(c)(ii) above are satisfied with respect to both the Participant and the Participant’s
spouse, if applicable.




 









 











ARTICLE EIGHT—LOANS AND IN-SERVICE WITHDRAWALS





	8.1	 	LOANS






	 	(a)	 	Permissible Amount and Procedures. Upon the application of a
Participant, the Administrator may, in accordance with a uniform and nondiscriminatory
policy, direct the Trustee to grant a loan to the Participant, which loan shall be
secured by the Participant’s vested Account balance. The Participant’s signature
shall be required on a promissory note. In addition, if the Participant is married,
and if the Participant is subject to the provisions of Section 7.4, such Participant’s
spouse shall be required to consent in writing to the making of the loan. Such
written consent must (1) be obtained within the ninety (90)-day period preceding the
granting of the loan, (2) acknowledge the effect of the loan, and (3) be witnessed by
a notary public. Such consent shall thereafter be binding with respect to the
consenting spouse or any subsequent spouse with respect to that loan. The rate of
interest on loans shall be the prime rate as published in The Wall Street Journal plus
1%. Participant loans shall be treated as segregated investments, and interest
repayments shall be credited only to the Participant’s Account.
	 
	 	(b)	 	Limitation on Amount of Loans. A Participant’s loan shall not exceed
the lesser of:






	 	(1)	 	$50,000, which amount shall be reduced by the highest
outstanding loan balance during the preceding twelve (12)-month period; or
	 
	 	(2)	 	one-half (1/2) of the vested value of the Participant’s
Account, determined as of the Valuation Date preceding the date of the
Participant’s loan.






Provided, however, that in no event shall any portion of a Participant’s loan be
derived from amounts transferred directly from a money purchase pension plan,
Employer retirement contributions made on behalf of the Participant, or any
Employer matching contributions made on behalf of the Participant which are
invested in the Employer Stock fund other than by the Participant’s investment
direction.




Any loan must be repaid within five (5) years, unless made for the purpose of acquiring
the primary residence of the Participant, in which case such loan may be repaid over a longer
period of time not to exceed fifteen (15) years. The repayment of any loan must be made in at
least quarterly installments of principal and interest; provided, however, that this
requirement shall not apply for a period, not longer than one year, that a Participant is on a
leave of absence (“Leave”), either without pay from the Employer or at a rate
of pay (after income and employment tax withholding) that is less than the amount of the
installment payments required under the terms of the loan. However, the loan must be repaid by
the latest date permitted under Section 72(p)(2)(B) of the Code and the



 









 







installments due after
the Leave ends (or, if earlier, upon the expiration of the first year of the Leave) must not be
less than those required under the terms of the original loan.




If a Participant defaults on any outstanding loan, the unpaid balance, and any interest due
thereon, shall become due and payable in accordance with the terms of the underlying
promissory note; provided, however, that such foreclosure on the promissory note and
attachment of security shall not occur until a distributable event occurs in accordance
with the provisions of Article Seven.




If a Participant terminates employment while any loan balance is outstanding, the unpaid
balance, and any interest due thereon, shall become due and payable in accordance with the
terms of the underlying promissory note. If such amount is not paid to the Plan, it shall be
charged against the amounts that are otherwise payable to the Participant or the Participant’s
Beneficiary under the provisions of the Plan.




In the case of a Participant who has loans outstanding from other plans of the Employer
(or a member of the Employer’s related group (within the meaning of Section 2.5(b)), the
Administrator shall be responsible for reporting to the Trustee the existence of said loans in
order to aggregate all such loans within the limits of Section 72(p) of the Code.




	8.2	 	HARDSHIP DISTRIBUTIONS. In the case of a financial hardship resulting from a proven
immediate and heavy financial need, a Participant may receive a distribution not to exceed the
lesser of (i) the vested value of the Participant’s Account attributable to his elective
deferrals, without regard to earnings thereon after December 31, 1988, any rollover
contributions, including earnings thereon, and any after-tax contributions, including earnings
thereon, or (ii) the amount necessary to satisfy the financial hardship. The amount of any
such immediate and heavy financial need may include any amounts necessary to pay Federal,
state or local income taxes reasonably anticipated to result from the distribution. Such
distribution shall be made in accordance with nondiscriminatory and objective standards
consistently applied by the Administrator.






Hardship distributions under this Section shall be deemed to be the result of an immediate
and heavy financial need if such distribution is to (a) pay expenses for medical care (as
described in Section 213(d) of the Code) previously incurred by the Participant, the
Participant’s spouse, or any dependents of the Participant (as defined in Section 152 of the
Code), or to permit the Participant, the Participant’s spouse, or any dependents of the
Participant to obtain such medical care, (b) purchase the principal residence of the
Participant (excluding mortgage payments), (c) pay tuition and related educational fees for the
next twelve (12) months of post-secondary education for the Participant, Participant’s spouse,
or any of the Participant’s dependents or (d) prevent the eviction of the Participant from his
principal residence or foreclosure on the Participant’s principal residence. Distributions
paid pursuant to this Section shall be deemed to be made as of the Valuation Date immediately
preceding the hardship distribution, and the Participant’s Account shall be reduced
accordingly.



 









 






A distribution shall be deemed necessary to satisfy an immediate and heavy financial need
of a Participant if all of the following requirements are satisfied:




	 	(1)	 	The distribution is not in excess of the amount of the immediate and heavy
financial need of the Participant;
	 
	 	(2)	 	The Participant has obtained all distributions, other than hardship
distributions (including the distribution of any dividends pursuant to the second
paragraph of Section 5.1(c)), and all nontaxable (at the time of the loan) loans
currently available under all plans maintained by the Employer;
	 
	 	(3)	 	The Participant is prohibited, under the terms of the Plan or an otherwise
legally enforceable agreement, from making elective deferrals to the Plan and all
other plans maintained by the Employer (or reinvesting any dividends in the Plan
pursuant to the second paragraph of Section 5.1(c)), for six (6) months after receipt
of the hardship distribution. For this purpose the phrase “all other plans maintained
by the Employer” means all qualified and nonqualified plans of deferred compensation
maintained by the Employer. The phrase also includes a stock option, stock purchase,
or similar plan, or a cash or deferred arrangement that is part of a cafeteria plan
within the meaning of Section 125 of the Code. However, it does not include the
mandatory employee contribution portion of a defined benefit plan. It also does not
include a health or welfare benefit plan, including one that is part of a cafeteria
plan within the meaning of Section 125 of the Code.






Notwithstanding the foregoing provisions of this Section, if the Participant is married, and
if the Participant is subject to the provisions of Section 7.4, the Participant must obtain
the written consent of the Participant’s spouse, which consent must be notarized.




	8.3	 	WITHDRAWALS AFTER AGE 591/2. After attaining age fifty-nine and one-half (591/2), a
Participant, by giving written notice to the Administrator, may withdraw from the Plan a sum
(a) not in excess of the credit balance of his vested
Account, excluding, prior to the Participant attaining age seventy and one-half (701/2), any
Employer retirement contributions made on his behalf, any Employer matching contributions
made on behalf of the Participant which are invested in the Employer Stock fund other than
by the Participant’s investment direction, and excluding any portion of the Participant’s
Account subject to the provisions of Section 7.4, and (b) not less than such minimum amount
as the Administrator may establish from time to time to facilitate administration of the
Plan. Any such withdrawals shall be made in accordance with nondiscriminatory and
objective standards consistently applied by the Administrator.






If any portion of the amount to be withdrawn is invested in the Employer Stock fund, the
Participant may elect to have such portion distributed in the form of whole shares of
Employer Stock, with any fractional shares, and the cash and cash equivalent portions of the
underlying stock fund, being distributed in cash.



 









 






Notwithstanding the foregoing provisions of this Section, if the Participant is married, and
if the Participant is subject to the provisions of Section 7.4, the Participant must obtain
the written consent of the Participant’s spouse, which consent must be notarized.




	8.4	 	WITHDRAWALS OF AFTER-TAX CONTRIBUTIONS. A Participant, by giving written notice to the
Administrator, may withdraw from the Plan a sum (a) not in excess of the credit balance of the
Participant’s Account attributable to any after-tax contributions and (b) not less than such
minimum amount as the Administrator may establish from time to time to facilitate
administration of the Plan. Any such withdrawals shall be made in accordance with
nondiscriminatory and objective standards consistently applied by the Administrator.






If any portion of the amount to be withdrawn is invested in the Employer Stock fund, the
Participant may elect to have such portion distributed in the form of whole shares of
Employer Stock, with any fractional shares, and the cash and cash equivalent portions of
the underlying stock fund, being distributed in cash.




Notwithstanding the foregoing provisions of this Section, if the Participant is married,
and if the Participant is subject to the provisions of Section 7.4, the Participant must
obtain the written consent of the Participant’s spouse, which consent must be notarized.




	8.5	 	WITHDRAWALS OF ROLLOVER CONTRIBUTIONS. A Participant, by giving written notice to the
Administrator, may withdraw from the Plan a sum (a) not in excess of the credit balance of the
Participant’s Account attributable to any rollover contributions and (b) not less than such
minimum amount as the Administrator may establish from time to time to facilitate
administration of the
Plan. Any such withdrawals shall be made in accordance with nondiscriminatory and
objective standards consistently applied by the Administrator.






If any portion of the amount to be withdrawn is invested in the Employer Stock fund, the
Participant may elect to have such portion distributed in the form of whole shares of
Employer Stock, with any fractional shares, and the cash and cash equivalent portions of
the underlying stock fund, being distributed in cash.




Notwithstanding the foregoing provisions of this Section, if the Participant is married,
and if the Participant is subject to the provisions of Section 7.4, the Participant must
obtain the written consent of the Participant’s spouse, which consent must be notarized.



 









 





ARTICLE NINE —ADMINISTRATION OF THE PLAN





	9.1	 	PLAN ADMINISTRATION. The Employer shall be the Plan Administrator, hereinbefore and
hereinafter called the Administrator, and “named fiduciary” (for purposes of Section 402(a)(1)
of the Employee Retirement Income Security Act of 1974, as amended from time to time) of the
Plan, unless the Employer, by action of its board of directors, shall designate a person or
committee of persons to be the Administrator and named fiduciary. The administration of the
Plan, as provided herein, including a determination of the payment of benefits to Participants
and their Beneficiaries, shall be the responsibility of the Administrator; provided, however,
that the Administrator may delegate any of its powers, authority, duties or responsibilities
to any person or committee of persons. The Administrator shall have full discretion to
interpret the terms of the Plan, to determine factual questions that arise in the course of
administering the Plan, to adopt rules and regulations regarding the administration of the
Plan, to determine the conditions under which benefits become payable under the Plan, and to
make any other determinations that the Administrator believes are necessary and advisable for
the administration of the Plan. Any determination made by the Administrator shall be final
and binding on all parties subject to the Plan’s Claims Procedures under Section 9.2. To the
extent that the Administrator delegates any of its duties under this Section 9.1, such
delegate shall have the same discretion to interpret the Plan and make factual findings with
respect thereto as the Administrator under this Section 9.1






In the event more than one party shall act as Administrator, all actions shall be made
by majority decisions. In the administration of the Plan, the Administrator may (a) employ
agents to carry out nonfiduciary responsibilities (other than Trustee responsibilities), (b)
consult with counsel, who may be counsel to the Employer, and (c) provide for the allocation
of fiduciary responsibilities (other than Trustee responsibilities) among its members.
Actions dealing with fiduciary responsibilities shall be taken in writing and the performance
of agents, counsel and fiduciaries to whom fiduciary responsibilities have been delegated
shall be reviewed periodically.




The expenses of administering the Plan and the compensation of all employees, agents, or
counsel of the Administrator, including accounting fees, recordkeeper’s fees, and the fees of
any benefit consulting firm, shall be paid by the Plan, or shall be paid by the Employer if,
and to the extent, the Employer so elects. To the extent required by applicable law,
compensation may not be paid by the Plan to full-time Employees of the Employer.




The Administrator shall obtain from the Trustee, not less often than annually, a report
with respect to the value of the assets held in the Trust Fund, in such form as may be
required by the Administrator.




The Administrator shall administer the Plan and adopt such rules and regulations as, in
the opinion of the Administrator, are necessary or advisable to implement and administer the
Plan and to transact its business.



 









 






	9.2	 	CLAIMS PROCEDURE.






	 	(a)	 	Pursuant to procedures established by the Administrator, claims for benefits
under the Plan made by a Participant or Beneficiary (the “claimant”) must be submitted
in writing to the Administrator. Approved claims shall be processed and instructions
issued to the Trustee or custodian authorizing payment as claimed.






If a claim, other than for a Disability claim, is denied in whole or in part, the
Administrator shall notify the claimant within ninety (90) days after receipt of
the claim (or within one hundred eighty (180) days if special circumstances require
an extension of time for processing the claim, and provided written notice
indicating the special circumstances and the date by which a final decision is
expected to be rendered is given to the claimant within the initial ninety (90) day
period).




If a Disability claim is denied in whole or in part, the Administrator shall
notify the claimant within forty-five (45) days after receipt of the claim (or
within seventy-five (75) days if the Administrator determines that an extension is
necessary due to matters beyond the control of the Plan (or one hundred five (105)
days if, prior to the end of the seventy-five (75) day period, the Administrator
determines that, due to matters beyond the control of the Plan, a decision cannot
be rendered within the first extension period), if special circumstances require an
extension of time for processing the claim, and provided written notice indicating
the special circumstances and the date by which a final decision is expected to be
rendered is given to the claimant within the initial forty-five (45) or
seventy-five (75) day period, as the case may be). The notice of extension
shall 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 the claimant shall be
afforded at least forty-five (45) days within which to provide the specified
information. In the event that a period of time is extended as permitted pursuant
to this paragraph due to a claimant’s failure to submit information necessary to
decide a claim, the period for making the benefit determination shall be tolled
from the date on which the notification of the extension is sent to the claimant
until the date on which the claimant responds to the request for additional
information.




The notice of the denial of the claim shall be written in a manner calculated to be
understood by the claimant and shall set forth the following:




	 	(i)	 	the specific reason or reasons for the denial of the claim;
	 
	 	(ii)	 	the specific references to the pertinent Plan provisions on
which the denial is based;





 









 











	 	(iii)	 	a description of any additional material or information
necessary to perfect the claim, and an explanation of why such material or
information is necessary;
	 
	 	(iv)	 	a statement that any appeal of the denial must be made by
giving to the Administrator, within sixty (60) days (or one hundred eighty
(180) days in the case of a Disability claim) after receipt of the denial of
the claim, written notice of such appeal, such notice to include a full
description of the pertinent issues and basis of the claim;
	 
	 	(v)	 	a description of the Plan’s review procedures and the
time limits applicable to such procedures, including a statement of the
claimant’s right to bring a civil action under Section 502(a) of the Employee
Retirement Income Security Act of 1974, as amended from time to time,
following a denial of a claim on review; and
	 
	 	(vi)	 	if an internal rule, guideline, protocol, or other similar
criterion was relied upon in making the adverse determination, either the
specific rule, guideline, protocol, or other similar criterion, or a statement
that such a rule, guideline, protocol, or other similar criterion was relied
upon in making the adverse determination and that a copy of such rule,
guideline, protocol, or other criterion will be provided free of charge to the
claimant upon request.






	 	(b)	 	Upon denial of a claim in whole or in part, the claimant (or his duly
authorized representative) shall have the right to submit a written request to the
Administrator for a full and fair review of the denied claim, to be permitted, upon
request and free of charge, to review and receive copies of documents, records and
other information pertinent to the denial, and to submit issues and comments in
writing, documents, records, and other information relating to the claim for benefits.
Any appeal of the denial must be given to the Administrator within the period of time
prescribed under (a)(iv) above. The appeal of a Disability claim shall be conducted
by an appropriate named fiduciary of the Plan, appointed by the Administrator, who is
neither the individual who made the adverse benefit determination that is the subject
of the appeal, nor the subordinate of such
individual (the “Named Fiduciary”). In deciding an appeal on a Disability claim
based in whole or in part on medical judgment, the Named Fiduciary shall consult
with a health care professional who has appropriate training and experience in the
field of medicine involved in the medical judgment, who was not involved with the
initial claims determination, and who is not a subordinate of such an
individual. The full and fair review shall take into account all comments,
documents, records and other information submitted by the claimant relating to the
claims, without regard to whether such information was submitted or considered in
the initial benefit determination, and provide a review that does not afford
deference to the initial benefit determination. In addition, any medical or
vocational experts whose advice was obtained on behalf of the Plan in connection




 









 






	 	 	 	with the claimant’s adverse benefit determination, without regard to whether the
advice was relied upon in making the determination, will be identified by the Named
Fiduciary. If the claimant (or his duly authorized representative) fails to
appeal the denial to the Administrator within the prescribed time, the
Administrator’s adverse determination shall be final, binding and conclusive, to
the extent permitted by law.






The Administrator or Named Fiduciary, as the case may be, may hold a hearing or
otherwise ascertain such facts as it deems necessary and shall render a decision
which shall be binding upon both parties, to the extent permitted by law. The
Administrator or Named Fiduciary, as the case may be, shall advise the claimant of
the results of the review within sixty (60) days (or forty-five (45) days in the
case of a Disability claim) after receipt of the written request for the review,
unless special circumstances require an extension of time for processing, in which
case a decision shall be rendered as soon as possible but not later than one
hundred twenty (120) days, or ninety (90) days in the case of a Disability claim,
after receipt of the request for review. If such extension of time is required,
written notice of the extension shall be furnished to the claimant prior to the
commencement of the extension that indicates the special circumstances
requiring the extension of time and the date by which the Plan expects to render
the determination on review. In the event that a period of time is extended as
permitted pursuant to this paragraph due to a claimant’s failure to submit
information necessary to decide a claim, the period for making the benefit
determination on review shall be tolled from the date on which the notification of
the extension is sent to the claimant until the date on which the claimant responds
to the request for additional information. The decision of the review shall be
written in a manner calculated to be understood by the claimant and shall include:




	 	(i)	 	specific reasons for the decision;
	 
	 	(ii)	 	specific references to the pertinent Plan provisions on which
the decision is based;
	 
	 	(iii)	 	a statement that the claimant is entitled to receive, upon
request and free of charge, reasonable access to, and copies of, all
documents, records, and other information relevant to the claimant’s claim for
benefits;
	 
	 	(iv)	 	a statement of the claimant’s right to bring an action under
Section 502(a) of the Employee Retirement Income Security Act of 1974, as
amended from time to time, following a denial of a claim on review; and
	 
	 	(V)	 	if an internal rule, guideline, protocol, or other similar
criterion was relied upon in making the adverse determination, either the
specific rule, guideline, protocol, or other similar criterion, or a statement
that such rule, guideline, protocol, or other similar criterion was relied
upon in making the adverse determination and that a copy of the rule,
guideline,




 









 






	 	 	 	protocol, or other similar criterion will be provided free of
charge to the claimant upon request.






The decision of the Administrator or Named Fiduciary, as the case may be,
shall be final, binding and conclusive to the extent permitted by law. In
performing the duties under this Section 9.2 of the Plan, the Named Fiduciary shall
have the same powers to interpret the Plan and make factual findings with respect
thereto as are granted to the Administrator under Section 9.1 of the Plan.




	9.3	 	TRUST AGREEMENT. The Trust Agreement entered into by and between the Employer and the
Trustee, including any supplements or amendments thereto, or any successor Trust Agreement, is
incorporated by reference herein.




 









 











ARTICLE TEN—SPECIAL COMPLIANCE PROVISIONS





	10.1	 	DISTRIBUTION OF EXCESS ELECTIVE DEFERRALS. Notwithstanding any other provision of the
Plan, “Excess Elective Deferrals” (as defined below) (and income or loss allocable thereto,
including all earnings, expenses and appreciation or depreciation in value, whether or not
realized) shall be distributed no later than each April 15 to Participants who claim Excess
Elective Deferrals for the preceding calendar year.






“Excess Elective Deferrals” shall mean the amount of Elective Deferrals (as defined below)
for a calendar year that the Participant designates to the Plan pursuant to the following
procedure. The Participant’s designation: shall be submitted to the Administrator in writing
no later than March 1; shall specify the Participant’s Excess Elective Deferrals for the
preceding calendar year; and shall be accompanied by the Participant’s written statement that
if the Excess Elective Deferrals is not distributed, it will, when added to amounts deferred
under other plans or arrangements described in Section 401(k), 408(k) or 403(b) of the Code,
exceed the limit imposed on the Participant by Section 402(g) of the Code for the year in which
the deferral occurred. Excess Elective Deferrals shall mean those Elective Deferrals that are
includible in a Participant’s gross income under Section 402(g) of the Code to the extent such
Participant’s Elective Deferrals for a taxable year exceed the dollar limitation under such
Code section.




An Excess Elective Deferral, and the income or loss allocable thereto, may be distributed
before the end of the calendar year in which the elective deferrals were made. A Participant
who has an Excess Elective Deferral for a taxable year, taking into account only his elective
deferrals under the Plan or any other plans of the Employer (including any member of the
Employer’s related group (within the meaning of Section 2.5(b)), shall be deemed to have
designated the entire amount of such Excess Elective Deferral.




For purposes of this Article Ten, “Elective Deferrals” shall mean any Employer
contributions made to the Plan at the election of the Participant, in lieu of cash
compensation, and shall include contributions made pursuant to a salary deferral reduction
agreement or other deferral mechanism. With respect to any taxable year, a Participant’s
Elective Deferrals is the sum of all Employer contributions made on behalf of such Participant
pursuant to an election to defer under any qualified cash or deferred arrangement described in
Section 401(k) of the Code, any salary reduction simplified employee pension described in Code
Section 408(k)(6), and SIMPLE IRA Plan described in Code Section 408(p), any eligible deferred
compensation plan under Code Section 457, any plan described under Code Section 501(c)(18), and
any Employer contributions made on behalf of a Participant for the
purchase of an annuity contract under Code Section 403(b) pursuant to a salary reduction
agreement. Elective Deferrals shall not include any deferrals properly distributed as excess
annual additions.



 









 






	10.2	 	LIMITATIONS ON 401(k) CONTRIBUTIONS.






	 	(a)	 	Actual Deferral Percentage Test (“ADP Test”). Amounts contributed as
Elective Deferrals under Section 4.1(a) and, if so elected by the Employer, “Qualified
Matching Contributions” (as defined below) and any Fail-Safe Contributions made under
this Section, are considered to be amounts deferred pursuant to Section 401(k) of the
Code. For purposes of this Section, these amounts are referred to as the “deferred
amounts.” For purposes of the “actual deferral percentage test” described below, (i)
such deferred amounts must be made before the last day of the twelve (12)-month period
immediately following the Plan Year to which the contributions relate, and (ii) the
deferred amounts relate to Compensation that either (A) would have been received by
the Participant in the Plan Year but for the Participant’s election to make deferrals,
or (B) is attributable to services performed by the Participant in the Plan Year, and,
but for the Participant’s election to make deferrals, would have been received by the
Participant within two and one-half (21/2) months after the close of the Plan Year. The
Employer shall maintain records sufficient to demonstrate satisfaction of the actual
deferral percentage test and the deferred amounts used in such test.
	 
	 	 	 	For purposes of this Section, “Qualified Matching Contributions” shall mean
matching contributions which are subject to the distribution and nonforfeitability
requirements under Section 401(k) of the Code when made.
	 
	 	 	 	Any Qualified Matching Contributions and Fail-Safe Contributions treated as
Elective Deferrals for purposes of this Section shall be immediately and fully
vested when made and shall not be distributable prior to the Participant’s
separation from service, Disability, or death, the termination of the Plan without
establishment or maintenance of a “successor plan” within the meaning of Section
1.401(k)-1(d)(3) of the IRS Treasury Regulations, or the sale or disposition of
stock or assets of the Employer. Further, any Qualified Matching Contributions and
Fail-Safe Contributions shall satisfy the requirements of Section 401(a)(4) of the
Code.
	 
	 	 	 	As of the last day of each Plan Year, the deferred amounts for the Participants who
are Highly-Compensated Employees for the Plan Year shall satisfy either of the
following tests:






	 	(1)	 	The actual deferral percentage for the eligible Participants
who are Highly-Compensated Employees for the Plan Year shall not exceed the
actual deferral percentage for eligible Participants who are
Nonhighly-Compensated Employees for the Plan Year multiplied by 1.25; or
	 
	 	(2)	 	The actual deferral percentage for eligible Participants who
are Highly-Compensated Employees for the Plan Year shall not exceed the actual
deferral percentage of eligible Participants who are Nonhighly-Compensated
Employees for the Plan Year multiplied by two (2),




 









 






	 	 	 	provided that the actual
deferral percentage for eligible Participants who are Highly-Compensated
Employees for the Plan Year does not exceed the actual deferral percentage for
eligible Participants who are Nonhighly-Compensated Employees by more than two
(2) percentage points.






For purposes of the above tests, the “actual deferral percentage” shall mean for a
specified group of Participants for a Plan Year, the average of the ratios
(calculated separately for each Participant in such group) of (1) deferred amounts
actually paid over to the Trust on behalf of such Participant for the Plan Year to
(2) the Participant’s compensation (within the meaning of Section 1.6 of the Plan
or Section 415(c)(3) of the Code) for such Plan Year. Deferred amounts on behalf
of any Participant shall include (1) any Elective Deferrals made pursuant to the
Participant’s deferral election (including Excess Elective Deferrals of Highly
Compensated Employees), but excluding (a) Excess Elective Deferrals of
Nonhighly-Compensated Employees that arise solely from Elective Deferrals made
under the Plan or plans of this Employer and (b) Elective Deferrals that are taken
into account in the actual contribution percentage test (provided the actual
deferral percentage test is satisfied both with and without exclusion of these
Elective Deferrals); and (2) Qualified Matching Contributions and Fail-Safe
Contributions. For purposes of computing Actual Deferral Percentages, an Employee
who would be a Participant but for failure to make Elective Deferrals shall be
treated as a Participant on whose behalf no Elective Deferrals are made.




For purposes of this Section 10.2, the actual deferral percentage for any eligible
Participant who is a Highly-Compensated Employee for the Plan Year and who is
eligible to have Elective Deferrals allocated to his account under two (2) or more
plans or arrangements described in Code Section 401(k) that are maintained by the
Employer or any employer who is a related group member (within the meaning of
Section 2.5(b)) shall be determined as if all such deferrals were made under a
single arrangement. In the event that this Plan satisfies the requirements of Code
Section 401(k), 401(a)(4) or 410(b) only if aggregated with one (1) or more other
plans, or if one (1) or more other plans satisfy the requirements of such
Sections of the Code only if aggregated with this Plan, then the provisions of this
Section 10.2 shall be applied by determining the actual deferral percentage of
eligible Participants as if all such plans were a single plan. Plans may be
aggregated in order to satisfy Section 401(k) of the Code only if they have the
same Plan Year and use the same actual deferral percentage testing method.




The determination and treatment of deferred amounts and the actual deferral
percentage of any Participant shall be subject to the prescribed requirements of
the Secretary of the Treasury.




In the event the actual deferral percentage test is not satisfied for a Plan Year,
the Employer, in its discretion, may make a Fail-Safe Contribution for eligible
Participants who are Nonhighly-Compensated Employees and who are employed on the
last day of the Plan Year (“Eligible Nonhighly-Compensated



 









 







Employee(s)”). The
Fail-Safe Contribution shall be allocated first to the Eligible
Nonhighly-Compensated Employee whose compensation is the lowest of all Eligible
Nonhighly-Compensated Employees in an amount that does not exceed twenty-five
percent (25%) of his compensation (within the meaning of Section 11.1) reduced by
any contributions made on his behalf for the Plan Year pursuant to Sections 4.1 and
4.2; then to the Eligible Nonhighly-Compensated Employee with the second lowest
compensation of all Eligible Nonhighly-Compensated Employees in the same manner as
set forth above, and continuing to be allocated to Eligible Nonhighly-Compensated
Employees in the order of ascending compensation until the actual deferral
percentage test is satisfied. For purposes of this paragraph, “compensation,”
unless specified otherwise, shall mean compensation used for the actual deferral
percentage test.




	 	(b)	 	Distributions of Excess Contributions.






	 	(1)	 	In General. If the actual deferral percentage test
of Section 10.2(a) is not satisfied for a Plan Year, then the “excess
contributions”, and income allocable thereto, shall be distributed, to the
extent required under Treasury regulations, no later than the last day of the
Plan Year following the Plan Year for which the excess contributions were
made. However, if such excess contributions are distributed later than two
and one-half (21/2) months following the last day of the Plan Year in which such
excess contributions were made, a ten percent (10%) excise tax shall be
imposed upon the Employer with respect to such excess contributions.
	 
	 	(2)	 	Excess Contributions. For purposes of this Section,
“excess contributions” shall consist of the excess of the aggregate amount of
deferred amounts made by or on behalf of the Highly-
Compensated Employees for such Plan Year over the maximum amount of all
such contributions permitted under the test under Section 10.2(a),
determined by reducing the actual deferral percentage of the
Highly-Compensated Employees taken into account in calculating the actual
deferral percentage test for the year in which the excess arose, beginning
with the Highly-Compensated Employee with the highest actual deferral
percentage and continuing in descending order until the test under Section
10.2(a) is satisfied. In order to comply with Section 401(k)(8)(C) of
the Code (as amended by the Small Business Job Protection Act of 1996),
excess contributions shall be allocated to the Highly-Compensated
Employees with the largest dollar amounts of contributions taken into
account in calculating the actual deferral percentage test for the year in
which the excess arose, beginning with the Highly-Compensated Employee
with the largest dollar amount of such contributions and continuing in
descending order until all the excess contributions have been allocated.
	 
	 	(3)	 	Determination of Income. The income allocable to
excess contributions allocated to each Participant shall be determined by
multiplying the 




 









 






	 	 	 	income allocable to the Participant’s deferred amounts for the
Plan Year by a fraction, the numerator of which is the excess contributions
made on behalf of the Participant for the Plan Year, and the denominator of
which is the sum of the Participant’s Account balances attributable to the
Participant’s deferred amounts on the last day of the Plan Year.






	 	(4)	 	Maximum Distributable Amount. The excess
contributions to be distributed to a Participant shall be adjusted for income
and, if there is a loss allocable to the excess contribution, shall in no
event be less than the lesser of the Participant’s Account under the Plan or
the Participant’s deferred amounts for the Plan Year. Excess contributions
shall be distributed from that portion of the Participant’s Account
attributable to such deferred amounts to the extent allowable under Treasury
regulations.






	 	(c)	 	ADP Test Safe Harbor Rules. The actual deferral percentage test (as set
forth in subsection (a) above) shall be deemed to have been met for the Plan Year in
which the Plan satisfies both the notice requirement and the contribution requirement
described below. The safe-harbor contribution requirement must be satisfied without
regard to Section 401(l) of the Code. Further, the safe-harbor contribution requirement
shall be satisfied for a Plan Year if the Plan satisfies the matching contribution
requirement of subsection (ii) below. Under the matching contribution requirement, the
enhanced match shall be made on behalf of each Participant.






	 	(i)	 	Notice Requirement - At least thirty (30) days, and no more than
ninety (90) days, prior to the beginning of each Plan Year, the Plan Administrator
shall provide each Employee eligible to participate in the Plan with notice in
writing in a manner calculated to be understood by the average eligible Employee,
or through an electronic medium reasonably accessible to such Employee, of the
contribution requirement described below, any other contributions under the Plan,
and the conditions under which such contributions are made, the type and amount of
Compensation that may be deferred under the Plan, the procedures for making salary
deferrals and the administrative and timing requirements that apply, the periods
available under the Plan for making cash or deferred elections, the plan to which
safe-harbor contributions will be made (if different than the Plan containing the
cash or deferred arrangement), and the withdrawal and vesting provisions
applicable to contributions under the Plan. With respect to the election periods
referenced in the preceding sentence, an eligible Employee may make and/or modify
his elective deferral election on a daily basis; provided, however, that an
eligible Employee may make or modify a deferral election during the thirty
(30)-day period immediately following receipt of the notice requirement. During
the ninety (90) day period ending with the day an Employee becomes eligible to
participate in the Plan, the same notice shall be provided to that Employee.
Notwithstanding the foregoing, the notice shall satisfy both the content
requirement and timing requirement of IRS Notice 98-52 and IRS Notice 2000-3, and
any subsequent guidance issued by the IRS, or any regulations issued under Section
401(k)(12) of the Code.





 









 





	 	(ii)	 	Safe-Harbor Basic Matching Contribution - The Employer shall make a basic matching
	 
	 	 	 	contribution on behalf of each Employee participating in the Plan in an amount equal to:






	 	(A)	 	one hundred percent (100%) of the sum of elective deferrals and after-tax contributions of
such Participant, to the extent such elective deferrals and after-tax contributions do not
exceed three percent (3%) of the Participant’s Compensation, and
	 
	 	(B)	 	fifty percent (50%) of the sum of elective
deferrals and after-tax contributions of such Participant to the
extent that such elective deferrals and after-tax contributions
exceed three percent (3%), but do not exceed six percent (6%), of the
Participant’s Compensation.






	10.3	 	NONDISCRIMINATION TEST FOR EMPLOYER MATCHING CONTRIBUTIONS AND AFTER-TAX
CONTRIBUTIONS.






	 	(a)	 	Actual Contribution Percentage Test (“ACP Test”). The provisions of
this Section shall apply if Employer matching contributions are made in any Plan Year
under Section 4.2(a) and such matching contributions are not used to satisfy the
actual deferral percentage test of Section 10.2 and/or in the event Employee after-tax
contributions are made to the Plan under Section 4.5. Any Employee after-tax
contributions that are used to satisfy the actual contribution percentage test shall
satisfy the requirements of Section 1.401(m)-1(b)(5) of the IRS Treasury Regulations.
	 
	 	 	 	As of the last day of each Plan Year, the average contribution percentage for
Highly-Compensated Employees for the Plan Year shall satisfy either of the
following tests:






	 	(1)	 	The average contribution percentage for eligible Participants
who are Highly-Compensated Employees for the Plan Year shall not exceed the
average contribution percentage for eligible Participants who are
Nonhighly-Compensated Employees for the Plan Year multiplied by 1.25; or
	 
	 	(2)	 	The average contribution percentage for eligible Participants
who are Highly-Compensated Employees for the Plan Year shall not exceed the
average contribution percentage for eligible Participants who are
Nonhighly-Compensated Employees for the Plan Year multiplied by two (2),
provided that the average contribution percentage for eligible Participants
who are Highly-Compensated Employees for the Plan Year does not exceed the
average contribution percentage for eligible 




 









 






	 	 	 	Participants who are
Nonhighly-Compensated Employees by more than two (2) percentage points.






For purposes of the above tests, the “average contribution percentage” shall mean
the average (expressed as a percentage) of the contribution percentages of the
“eligible Participants” in each group. The “contribution percentage” shall mean
the ratio (expressed as a percentage) that the sum of Employer matching
contributions, and, if applicable, Employee after-tax contributions, and elective
deferrals (to the extent such elective deferrals are not used to satisfy the actual
deferral percentage test of Section 10.2) under the Plan on behalf of the eligible
Participant for the Plan Year bears to the eligible Participant’s compensation
(within the meaning of Section 1.6 of the Plan or Section 415(c)(3) of the Code)
for the Plan Year. Such average contribution percentage shall be determined
without regard to matching contributions that are used either to correct excess
contributions hereunder or because contributions to which they relate are excess
deferrals under Section 10.1 or excess contributions under Section 10.2. “Eligible
Participant” shall mean each Employee who
is eligible to receive Employer matching contributions or make after-tax
contributions.




For purposes of this Section 10.3, the contribution percentage for any eligible
Participant who is a Highly-Compensated Employee for the Plan Year and who is
eligible to have Employer matching contributions, elective deferrals and/or
after-tax contributions allocated to his account under two (2) or more plans
described in Section 401(a) of the Code or under arrangements described in Section
401(k) of the Code that are maintained by the Employer or any member of the
Employer’s related group (within the meaning of Section 2.5(b)), shall be
determined as if all such contributions were made under a single plan.




In the event that this Plan satisfies the requirements of Section 401(m), 401(a)(4)
or 410(b) of the Code only if aggregated with one (1) or more other plans, or if
one (1) or more other plans satisfy the requirements of such Sections of the Code
only if aggregated with this Plan, then the provisions of this Section 10.3 shall
be applied by determining the contribution percentages of eligible Participants as
if all such plans were a single plan. Plans may be aggregated in order to satisfy
Section 401(m) of the Code only if they have the same Plan Year and use the same
actual contribution percentage testing method.




The determination and treatment of the contribution percentage of any Participant
shall satisfy such other requirements as may be prescribed by the Secretary of the
Treasury.




	 	(b)	 	Distribution of Excess Employer Matching Contributions.






	 	(1)	 	In General. If the nondiscrimination tests of
Section 10.3(a) are not satisfied for a Plan Year, then the “excess aggregate
contributions”, and 




 









 






	 	 	 	any income allocable thereto, shall be forfeited, if
otherwise forfeitable, no later than the last day of the Plan Year following
the Plan Year for which the nondiscrimination tests are not satisfied, and
shall be used either to reduce Employer contributions under Section 4.2(a) or
to pay administrative expenses of the Plan. To the extent that such “excess
aggregate contributions” are nonforfeitable, such excess contributions shall
be distributed to the Participant on whose behalf the excess contributions
were made no later than the last day of the Plan Year following the Plan Year
for which such “excess aggregate contributions” were made. However, if such
excess aggregate contributions are distributed later than two and one-half
(21/2) months following the last day of the Plan Year in which such excess
aggregate contributions were made, a ten percent (10%)
excise tax shall be imposed upon the Employer with respect to such excess
aggregate contributions. For purposes of the limitations of Section
11.1(b)(1) of the Plan, excess aggregate contributions shall be considered
annual additions.






	 	(2)	 	Excess Aggregate Contributions. For purposes of this
Section, “excess aggregate contributions” shall consist of the excess of the
amount of Employer matching contributions and, if applicable, Employee
after-tax contributions, and elective deferrals (to the extent not used to
satisfy the actual deferral percentage test of Section 10.2) made on behalf of
the Highly-Compensated Employees for such Plan Year over the maximum amount of
all such contributions permitted under the nondiscrimination tests under
Section 10.3(a), determined by reducing the actual contribution percentage
of the Highly-Compensated Employees taken into account in calculating the
actual contribution percentage test for the year in which the excess arose,
beginning with the Highly-Compensated Employee with the highest actual
contribution percentage and continuing in descending order until the test
under Section 10.3(a) is satisfied. In order to comply with Section
401(m)(6)(C) of the Code (as amended by the Small Business Job Protection Act
of 1996), excess contributions shall be allocated to the Highly-Compensated
Employee with the largest dollar amount of Employer matching contributions
and, if applicable, Employee after-tax contributions, and elective deferrals
(to the extent not used to satisfy the actual deferral percentage test of
Section 10.2) taken into account in calculating the average contribution
percentage test for the year in which the excess arose, beginning with the
Highly-Compensated Employee with the largest dollar amount of Employer
matching contributions and, if applicable, Employee after-tax contributions,
and elective deferrals (to the extent not used to satisfy the actual deferral
percentage test of Section 10.2) and continuing in descending order until all
the excess aggregate contributions have been allocated.






	 	(3)	 	Determination of Income. The income allocable to excess
contributions allocated to each Participant shall be determined by




 









 






	 	 	 	multiplying the income allocable to the Employer matching contributions
and, if applicable, Employee after-tax contributions, and such elective
deferrals (to the extent not used to satisfy the actual deferral
percentage test of Section 10.2) by a fraction, the numerator of which is
the excess aggregate contributions on behalf of the Participant for the
Plan Year, and the denominator of which is the sum of the Participant’s
Account balances attributable to Employer matching contributions and, if
applicable, Employee after-tax contributions, and such elective deferrals
(to the extent
not used to satisfy the actual deferral percentage test of Section 10.2),
on the last day of the Plan Year.






Notwithstanding the foregoing, to the extent otherwise required to comply with the
requirements of Section 401(a)(4) of the Code and the regulations thereunder,
vested matching contributions may be forfeited.




	 	(c)	 	ACP Test Safe Harbor Rules. The average contribution percentage test
(as set forth in subsection (a) above) shall be deemed to have been met for the Plan
Year in which the Plan satisfies both the notice and contribution requirements of
Section 10.2(c). Provided, however, that in the event matching contributions are made
to the Plan: (i) matching contributions are not made with respect to elective
deferrals or after-tax contributions that in the aggregate exceed six percent (6%) of
the Participant’s Compensation; (ii) the rate of matching contributions does not
increase as a Participant’s rate of elective deferrals or after-tax contributions
increases; and (iii) the rate of matching contributions for Highly-Compensated
Employees is not greater than the rate of matching contributions for
Nonhighly-Compensated Employees at any rate of elective deferrals and/or after-tax
contributions. In addition, the Employer shall be permitted to impose restrictions on
election periods, amount of elective deferrals, types of compensation that may be
deferred, and restrictions due to limitations under the Code only to the extent
permitted under IRS Notice 98-52, IRS Notice 2000-3 and any subsequent guidance or
regulations issued by the Internal Revenue Service.
	 
	 	 	 	The Plan automatically satisfies the average contribution percentage test if the
Plan utilizes the safe-harbor enhanced matching contribution formula under Section
10.2(c) under which matching contributions are only made with respect to elective
deferral contributions that do not exceed six percent (6%) of the Participant’s
Compensation, and no other matching contributions are provided under the Plan.
	 
	 	 	 	The average contribution percentage test shall apply with respect to matching
contributions under the Plan that fail to satisfy the ACP test safe-harbor and with
respect to after-tax contributions.
	 
	 	 	 	Matching contributions shall be taken into account for a Plan Year under the average
contribution percentage test safe-harbor provided such matching contributions are allocated to the
Participant’s account under the terms of the Plan 




 









 






	 	 	 	as of any date within the Plan Year, are actually
paid to the Trust no later than twelve (12) months after the close of the Plan Year, and are made
on behalf of a Participant on account of the Participant’s elective deferrals or after-tax
contributions for the Plan Year.






 









 





ARTICLE ELEVEN—LIMITATION ON ANNUAL ADDITIONS




11.1 RULES AND DEFINITIONS.





	 	(a)	 	Rules. The following rules shall limit additions to Participants’
Accounts:






	 	(1)	 	If the Participant does not participate, and has never
participated, in another qualified plan maintained by the Employer, the amount
of annual additions which may be credited to the Participant’s Account for any
limitation year shall not exceed the lesser of the “maximum permissible” amount
(as hereafter defined) or any other limitation contained in this Plan. If the
Employer contribution that would otherwise be allocated to the Participant’s
Account would cause the annual additions for the limitation year to exceed the
maximum permissible amount, the amount allocated shall be reduced so that the
annual additions for the limitation year shall equal the maximum permissible
amount.
	 
	 	(2)	 	Prior to determining the Participant’s actual compensation for
the limitation year, the Employer may determine the maximum permissible amount
for a Participant on the basis of a reasonable estimation of the Participant’s
compensation for the limitation year, uniformly determined for all Participants
similarly situated.
	 
	 	(3)	 	As soon as is administratively feasible after the end of the
limitation year, the maximum permissible amount for the limitation year shall
be determined on the basis of the Participant’s actual compensation for the
limitation year.
	 
	 	(4)	 	If, as a result of the allocation of forfeitures, a reasonable
error in estimating a Participant’s annual Compensation, a reasonable error in
determining elective deferrals, the limitations of Section 415 of the Code are
exceeded, such excess amount shall be disposed of as follows:






	 	(A)	 	Any nondeductible Employee after-tax
contributions (plus attributable earnings) and, to the extent elected
by the Administrator pursuant to a nondiscriminatory procedure,
elective deferrals under Section 4.1(a) (plus attributable earnings),
to the extent they would reduce the excess amount, shall be returned to
the Participant.
	 
	 	(B)	 	If an excess amount still exists after the
application of subparagraph (A), and the Participant is covered by the
Plan at the end of the limitation year, the excess amount in the
Participant’s Account shall be used to reduce Employer contributions
(including any allocation of forfeitures, if applicable) for such
Participant





 









 






	 	 	 	in the next limitation year, and each succeeding limitation
year if necessary.
	 
	 	(C)	 	If an excess amount still exists after the
application of subparagraph (A), and the Participant is not covered by
the Plan at the end of the limitation year, the excess amount shall be
held unallocated in a suspense account and applied to reduce future
Employer contributions (including allocation of any forfeitures) for
all remaining Participants in the next limitation year, and each
succeeding limitation year if necessary. Excess amounts may not be
distributed to Participants or former Participants.
	 
	 	(D)	 	If a suspense account is in existence at any
time during the limitation year pursuant to this Section 11.1(a)(4), it
shall not participate in the allocation of the Trust’s investment gains
and losses. In addition, all amounts held in the suspense account
shall be allocated and reallocated to Participants’ Accounts before any
Employer or Employee contributions may be made for the limitation year.






	 	(5)	 	If, in addition to this Plan, the Participant is covered under
another defined contribution plan maintained by the Employer, or a welfare
benefit fund, as defined in Code Section 419(e), maintained by the Employer, or
an individual medical account, as defined in Code Section 415(1)(2), maintained
by the Employer which provides an annual addition, the annual additions which
may be credited to a Participant’s account under all such plans for any such
limitation year shall not exceed the maximum permissible amount. Benefits
shall be reduced under any discretionary defined contribution plan before they
are reduced under any defined contribution pension plan. If both plans are
discretionary contribution plans, they shall first be reduced under this Plan.
Any excess amount attributable to this Plan shall be disposed of in the manner
described in Section 11.1(a)(4).






	 	(b)	 	Definitions.






	 	(1)	 	Annual additions: The following amounts credited to a
Participant’s Account for the limitation year shall be treated as annual
additions:






	 	(A)	 	Employer contributions;
	 
	 	(B)	 	Elective deferrals;
	 
	 	(C)	 	Employee after-tax contributions, if any;
	 
	 	(D)	 	Forfeitures, if any; and










 









 












	 	(E)	 	Amounts allocated after March 31, 1984 to an
individual medical account, as defined in Section 415(l)(2) of the
Code, which is part of a pension or annuity plan maintained by the
Employer. Also, amounts derived from contributions paid or accrued
after December 31, 1985 in taxable years ending after such date which
are attributable to post-retirement medical benefits allocated to the
separate account of a Key Employee, as defined in Section 419A(d)(3),
and amounts under a welfare benefit fund, as defined in Section 419(e),
maintained by the Employer, shall be treated as annual additions to a
defined contribution plan.






	 	 	 	Employer and employee contributions taken into account as annual additions
shall include “excess contributions” as defined in Section 401(k)(8)(B) of
the Code, “excess aggregate contributions” as defined in Section
401(m)(6)(B) of the Code, and “excess deferrals” as defined in Section
402(g) of the Code, regardless of whether such amounts are distributed,
recharacterized or forfeited, unless such amounts constitute excess
deferrals that were distributed to the Participant no later than April 15 of
the taxable year following the taxable year of the Participant in which such
deferrals were made.
	 
	 	 	 	For this purpose, any excess amount applied under Section 11.1(a)(4) in the
limitation year to reduce Employer contributions shall be considered annual
additions for such limitation year.
	 
	 	(2)	 	Compensation: For purposes of determining maximum
permitted benefits under this Section, compensation shall include all of a
Participant’s earned income, wages, salaries, and fees for professional
services, and other amounts received for personal services actually rendered in
the course of employment with the Employer, including, but not limited to,
commissions paid to salesmen, compensation for services on the basis of a
percentage of profits, commissions on insurance premiums, tips and bonuses, and
including also any elective deferrals (as defined in Section 402(g)(3) of the
Code) made by an Employee to the Plan and any amount contributed or deferred by
an Employee on an elective basis and not includable in the gross income of the
Employee under Section 125 of the Code or Section 132(f) of the Code.
Notwithstanding the foregoing, Compensation for purposes of this Section shall
exclude the following:






	 	(A)	 	Except as provided in the preceding paragraph
of this Section 11.1(b)(2), Employer contributions to a plan of
deferred compensation which are not included in the Employee’s gross
income for the taxable year in which contributed, or Employer
contributions under a simplified employee pension plan (funded
with individual retirement accounts or annuities) to the extent such





 









 






	 	 	 	contributions are deductible by the Employee, or any distributions
from a plan of deferred compensation;
	 
	 	(B)	 	Amounts realized from the exercise of a
nonqualified stock option, or when restricted stock (or property) held
by the Employee either becomes freely transferable or is no longer
subject to a substantial risk of forfeiture;
	 
	 	(C)	 	Amounts realized from the sale, exchange, or
other disposition of stock acquired under a qualified stock option; and
	 
	 	(D)	 	Other amounts which received special tax
benefits, or contributions made by the Employer (whether or not under a
salary reduction agreement) toward the purchase of an annuity described
in Section 403(b) of the Code (whether or not the amounts are actually
excludable from the gross income of the Employee).






	 	 	 	Compensation shall be measured on the basis of compensation paid in the
limitation year.
	 
	 	(3)	 	Defined contribution dollar limitation: This shall
mean $40,000, as adjusted under Section 415(d) of the Code.
	 
	 	(4)	 	Employer: This term refers to the Employer that adopts
this Plan, and all members of a controlled group of corporations (as defined in
Section 414(b) of the Code, as modified by Section 415(h)), commonly-controlled
trades or businesses (as defined in Section 414(c), as modified by Section
415(h)), or affiliated service groups (as defined in Section 414(m)) of which
the Employer is a part, or any other entity required to be aggregated with the
Employer under Code Section 414(o).
	 
	 	(5)	 	Limitation year: This shall mean the Plan Year, unless
the Employer elects a different twelve (12) consecutive month period. The
election shall be made by the adoption of a Plan amendment by the Employer. If
the limitation year is amended to a different twelve (12) consecutive month
period, the new limitation year must begin on a date within the limitation year
in which the amendment is made.
	 
	 	(6)	 	Maximum permissible amount: Except to the extent
permitted under Section 4.1(e) of the Plan and Section 414(v) of the Code, this
shall mean an mount equal to the lesser of the defined contribution dollar
limitation or one hundred percent (100%) of the Participant’s compensation for
the limitation year. If a short limitation year is created because of an
amendment changing the limitation year to a different twelve (12)-consecutive
month period, the maximum permissible amount shall not





 









 






	 	 	 	exceed the defined contribution dollar limitation, multiplied by the following
fraction:





Number of months in the short limitation year

12




 









 





ARTICLE TWELVE—AMENDMENT AND TERMINATION





	12.1	 	AMENDMENT.The Employer, by resolution of its board of directors, (or, to the extent
permitted by resolution of such board of directors, by action of a duly authorized officer of
the Employer) shall have the right to amend, alter or modify the Plan at any time, or from
time to time, in whole or in part. Any such amendment shall become effective under its terms
upon adoption by the Employer. However, no amendment affecting the duties, powers or
responsibilities of the Trustee may be made without the written consent of the Trustee. No
amendment shall be made to the Plan which shall:






	 	(a)	 	make it possible (other than as provided in Section 14.3) for any part of the
corpus or income of the Trust Fund (other than such part as may be required to pay
taxes and administrative expenses) to be used for or diverted to purposes other than
the exclusive benefit of the Participants or their Beneficiaries;
	 
	 	(b)	 	decrease a Participant’s account balance or eliminate an optional form of
payment (unless permitted by applicable law) with respect to benefits accrued as of the
later of (i) the date such amendment is adopted, or (ii) the date the amendment becomes
effective; or
	 
	 	(c)	 	alter the schedule for vesting in a Participant’s Account with respect to any
Participant with three (3) or more Years of Service for vesting purposes without his
consent or deprive any Participant of any nonforfeitable portion of his Account.






	 	 	Notwithstanding the other provisions of this Section or any other provisions of the Plan,
any amendment or modification of the Plan may be made retroactively if necessary or
appropriate within the remedial amendment period to conform to or to satisfy the conditions
of any law, governmental regulation, or ruling, and to meet the requirements of the Employee
Retirement Income Security Act of 1974, as it may be amended.






	12.2	 	TERMINATION OF THE PLAN. The Employer, by resolution of its board of directors,
reserves the right at any time and in its sole discretion to discontinue payments under the
Plan and to terminate the Plan. In the event the Plan is terminated, or upon complete
discontinuance of contributions under the Plan by the Employer, the rights of each Participant
to his Account on the date of such termination or discontinuance of contributions, to the
extent of the fair market value under the Trust Fund, shall become fully vested and
nonforfeitable. The Employer shall direct the Trustee to distribute the Trust Fund in
accordance with the Plan’s distribution provisions to the Participants and their
Beneficiaries, each Participant or Beneficiary receiving a portion of the Trust Fund equal to
the value of his Account as of the date of distribution. Upon distribution of the Trust Fund,
the Trustee shall be discharged from all obligations under the Trust and no Participant or
Beneficiary shall have any further right or claim therein. In the event of the partial
termination of the Plan, the Accounts of all affected Participants shall become





 









 






	 	 	fully vested and nonforfeitable and the provisions of the preceding paragraph shall apply with
respect to such Participants’ Accounts.
	 
	 	 	In the event of the termination of the Plan, any amounts to be distributed to Participants
or Beneficiaries who cannot be located shall be handled in accordance with the provisions of
applicable law (which may include the establishment of an account for such Participant or
Beneficiary).





 









 





ARTICLE THIRTEEN—TOP-HEAVY PROVISIONS





	13.1	 	APPLICABILITY. The provisions of this Article shall become applicable only for any
Plan Year in which the Plan is a Top-Heavy Plan (as defined in Section 13.2(c)). The
determination of whether the Plan is a Top-Heavy Plan shall be made each Plan Year by the
Administrator.






	13.2	 	DEFINITIONS. For purposes of this Article, the following definitions shall apply:






	 	(a)	 	Key Employee: Key Employee means any Employee or former Employee (including
any deceased Employee) who at any time during the Plan Year that includes the
determination date was an officer of the Employer (limited to no more than 50 Employees
or, if lesser, the greater of 3 Employees or 10% of the Employees) having annual
compensation greater than $130,000 (as adjusted under Section 416(i)(1) of the Code for
Plan Years beginning after December 31, 2002), a 5-percent owner of the Employer, or a
1-percent owner of the Employer having annual compensation of more than $150,000. For
this purpose, annual compensation means compensation within the meaning of Section
415(c)(3) of the Code. Key Employee shall also include such Employee’s Beneficiary in
the event of his death. The determination of who is a Key Employee shall be made in
accordance with Section 416(i)(1) of the Code and the applicable regulations and other
guidance of general applicability issued thereunder.
	 
	 	(b)	 	“Top-Heavy Plan”:






	 	(1)	 	The Plan shall constitute a “Top-Heavy Plan” if any of the
following conditions exist:






	 	(A)	 	The top-heavy ratio for the Plan exceeds sixty
percent (60%) and the Plan is not part of any required aggregation
group or permissive aggregation group of plans; or
	 
	 	(B)	 	The Plan is part of a required aggregation
group of plans (but is not part of a permissive aggregation group) and
the top-heavy ratio for the group of plans exceeds sixty percent (60%);
or
	 
	 	(C)	 	The Plan is a part of a required aggregation
group of plans and part of a permissive aggregation group and the
top-heavy ratio for the permissive aggregation group exceeds sixty
percent (60%).






	 	(2)	 	If the Employer maintains one (1) or more defined contribution
plans (including any simplified employee pension plan funded with individual
retirement accounts or annuities) and the Employer maintains or has





 









 






	 	 	 	maintained one (1) or more defined benefit plans which have covered or could
cover a Participant in this Plan, the top-heavy ratio is a fraction, the numerator
of which is the sum of account balances under the defined contribution plans for all
Key Employees and the actuarial equivalents of accrued benefits under the defined
benefit plans for all Key Employees, and the denominator of which is the sum of the
account balances under the defined contribution plans for all Participants and the
actuarial equivalents of accrued benefits under the defined benefit plans for all
Participants. Both the numerator and denominator of the top-heavy ratio shall
include any distribution of an account balance or an accrued benefit made in the one
(1)-year period ending on the determination date and any contribution due to a
defined contribution pension plan but unpaid as of the determination date. In the
case of a distribution made for reason other than separation from Service, death or
Disability, the preceding sentence shall be applied by substituting a “five (5)-year
period” for a “one (1)-year period”. In determining the accrued benefit of a
non-Key Employee who is participating in a plan that is part of a required
aggregation group, the method of determining such benefit shall be either (i) in
accordance with the method, if any, that uniformly applies for accrual purposes
under all plans maintained by the Employer or any member of the Employer’s related
group (within the meaning of Section 2.5(b)), or (ii) if there is no such method, as
if such benefit accrued not more rapidly than the slowest accrual rate permitted
under the fractional accrual rate of Code Section 411(b)(1)(C).
	 
	 	(3)	 	For purposes of (1) and (2) above, the value of account
balances and the actuarial equivalents of accrued benefits shall be determined
as of the most recent Valuation Date that falls within or ends with the twelve
(12)-month period ending on the determination date. The account balances and
accrued benefits of a Participant who is not a Key Employee but who was a Key
Employee in a prior year shall be disregarded. The accrued benefits and
account balances of Participants who have not performed services for the
Employer for the one (1)-year period ending on the determination date shall be
disregarded. The calculations of the top-heavy ratio, and the extent to which
distributions, rollovers, and transfers are taken into account shall be made
under Section 416 of the Code and regulations issued thereunder. Deductible
Employee contributions shall not be taken into account for purposes of
computing the top-heavy ratio. When aggregating plans, the value of account
balances and accrued benefits shall be calculated with reference to the
determination dates that fall within the same calendar year.
	 
	 	(4)	 	Definition of terms for Top-Heavy status:






	 	(A)	 	“Top-heavy ratio” shall mean the following:




 









 












	 	(1)	 	If the Employer maintains one or
more defined contribution plans (including any simplified
employee pension plan funded with individual retirement accounts
or annuities) and the Employer has never maintained any defined
benefit plans which have covered or could cover a Participant in
this Plan, the top-heavy ratio is a fraction, the numerator of
which is the sum of the account balances of all Key Employees as
of the determination date (including any part of any account
balance distributed in the one (1)-year period ending on the
determination date), and the denominator of which is the sum of
the account balances (including any part of any account balance
distributed in the one (1)-year period ending on the
determination date) of all Participants as of the determination
date. In the case of a distribution made for reason other than
separation from Service, death or Disability, the provisions of
this paragraph shall be applied by substituting a “five (5)-year
period” for a “one (1)-year period”. Both the numerator and the
denominator shall be increased by any contributions due but
unpaid to a defined contribution pension plan as of the
determination date.






	 	(B)	 	“Permissive aggregation group” shall mean the
required aggregation group of plans plus any other plan or plans of the
Employer which, when considered as a group with the required
aggregation group, would continue to satisfy the requirements of
Sections 401(a)(4) and 410 of the Code.
	 
	 	(C)	 	“Required aggregation group” shall mean (i)
each qualified plan of the Employer (including any terminated plan) in
which at least one Key Employee participates, and (ii) any other
qualified plan of the Employer which enables a plan described in (i) to
meet the requirements of Section 401(a)(4) or 410 of the Code.
	 
	 	(D)	 	“Determination date” shall mean, for any Plan
Year subsequent to the first Plan Year, the last day of the preceding
Plan Year. For the first Plan Year of the Plan, “determination date”
shall mean the last day of that Plan Year.
	 
	 	(E)	 	“Valuation Date” shall mean the last day of the
Plan Year.
	 
	 	(F)	 	Actuarial equivalence shall be based on the
interest and mortality rates utilized to determine actuarial
equivalence when benefits are paid from any defined benefit plan. If
no rates are specified in said
plan, the following shall be utilized: pre- and post-retirement interest
 — five percent (5%); post-retirement mortality based on the





 









 






	 	 	 	Unisex Pension (1984) Table as used by the Pension Benefit Guaranty
Corporation on the date of execution hereof.






	13.3	 	ALLOCATION OF EMPLOYER CONTRIBUTIONS AND FORFEITURES FOR A TOP-HEAVY PLAN YEAR.






	 	(a)	 	Except as otherwise provided below, in any Plan Year in which the Plan is a
Top-Heavy Plan, the Employer contributions and forfeitures allocated on behalf of any
Participant who is a non-Key Employee shall not be less than the lesser of three
percent (3%) of such Participant’s compensation (as defined in Section 11.1(b)(2) and
as limited by Section 401(a)(17) of the Code) or the largest percentage of Employer
contributions, elective deferrals, and forfeitures as a percentage of the Key
Employee’s compensation (as defined in Section 11.1(b)(2) and as limited by Section
401(a)(17) of the Code), allocated on behalf of any Key Employee for that Plan Year.
This minimum allocation shall be made even though, under other Plan provisions, the
Participant would not otherwise be entitled to receive an allocation or would have
received a lesser allocation for the Plan Year because of insufficient Employer
contributions under Section 4.2, or the Participant’s failure to make elective
deferrals under Section 4.1.
	 
	 	(b)	 	The minimum allocation under this Section shall not apply to any Participant
who was not employed by the Employer on the last day of the Plan Year.
	 
	 	(c)	 	Employer matching contributions may be taken into account for the purpose of
satisfying the minimum allocation. Elective deferrals, however, may not be used for
such purpose.
	 
	 	(d)	 	For purposes of the Plan, a non-Key Employee shall be any Employee or
Beneficiary of such Employee, any former Employee, or Beneficiary of such former
Employee, who is not or was not a Key Employee during the Plan Year ending on the
determination date.
	 
	 	(e)	 	If no defined benefit plan has ever been part of a permissive or required
aggregation group of plans of the Employer, the contributions and forfeitures under
this step shall be offset by any allocation of contributions and forfeitures under any
other defined contribution plan of the Employer with a Plan Year ending in the same
calendar year as this Plan’s Valuation Date.
	 
	 	(f)	 	There shall be no duplication of the minimum benefits required under Code
Section 416. Benefits shall be provided under defined contribution plans before under
defined benefit plans. If a defined benefit plan (active or terminated) is part of the
permissive or required aggregation group of plans, the allocation method of
subparagraph (a) above shall apply, except that “3%” shall be increased to “5%.”





 









 






	13.4	 	VESTING. The provisions contained in Section 6.1 relating to vesting shall continue
to apply in any Plan Year in which the Plan is a Top-Heavy Plan, and apply to all benefits
within the meaning of Section 411(a)(7) of the Code except those attributable to Employee
contributions and elective deferrals under Section 4.1, including benefits accrued before the
effective date of Section 416 and benefits accrued before the Plan became a Top-Heavy Plan.
Further, no reduction in vested benefits may occur in the event the Plan’s status as a
Top-Heavy Plan changes for any Plan Year and the vesting schedule is amended. In addition, if
a Plan’s status changes from a Top-Heavy Plan to that of a non-Top-Heavy Plan, a Participant
with three (3) Years of Service for vesting purposes shall continue to have his vested rights
determined under the schedule which he selects, in the event the vesting schedule is
subsequently amended.
	 
	 	 	Payment of a Participant’s vested Account balance under this Section shall be made in
accordance with the provisions of Article Seven.





 









 





ARTICLE FOURTEEN—MISCELLANEOUS PROVISIONS





	14.1	 	PLAN DOES NOT AFFECT EMPLOYMENT. Neither the creation of this Plan, any amendment
thereto, the creation of any fund nor the payment of benefits hereunder shall be construed as
giving any legal or equitable right to any Employee or Participant against the Employer, its
officers or Employees, or against the Trustee. All liabilities under this Plan shall be
satisfied, if at all, only out of the Trust Fund held by the Trustee. Participation in the
Plan shall not give any Participant any right to be retained in the employ of the Employer,
and the Employer hereby expressly retains the right to hire and discharge any Employee at any
time with or without cause, as if the Plan had not been adopted, and any such discharged
Participant shall have only such rights or interests in the Trust Fund as may be specified
herein.
	 
	14.2	 	SUCCESSOR TO THE EMPLOYER. In the event of the merger, consolidation, reorganization
or sale of assets of the Employer, under circumstances in which a successor person, firm, or
corporation shall carry on all or a substantial part of the business of the Employer, and such
successor shall employ a substantial number of Employees of the Employer and shall elect to
carry on the provisions of the Plan, such successor shall be substituted for the Employer
under the terms and provisions of the Plan upon the filing in writing with the Trustee of its
election to do so.
	 
	14.3	 	REPAYMENTS TO THE EMPLOYER. Notwithstanding any provisions of this Plan to the
contrary:






	 	(a)	 	Any monies or other Plan assets attributable to any contribution made to this
Plan by the Employer because of a mistake of fact shall be returned to the Employer
within one (1) year after the date of contribution.
	 
	 	(b)	 	Any monies or other Plan assets attributable to any contribution made to this
Plan by the Employer shall be refunded to the Employer, to the extent such contribution
is predicated on the deductibility thereof under the Code and the income tax deduction
for such contribution is disallowed. Such amount shall be refunded within one (1)
taxable year after the date of such disallowance or within one (1) year of the
resolution of any judicial or administrative process with respect to the disallowance.
All Employer contributions hereunder are expressly conditioned upon such contributions’
deductibility under the Code.






	14.4	 	BENEFITS NOT ASSIGNABLE. Except as provided in Section 414(p) of the Code with
respect to “qualified domestic relations orders,” or except as provided in Section
401(a)(13)(C) of the Code with respect to certain judgments and settlements, the rights of any
Participant or his Beneficiary to any benefit or payment hereunder shall not be subject to
voluntary or involuntary alienation or assignment.





 









 






	 	 	With respect to any “qualified domestic relations order” relating to the Plan, the Plan
shall permit distribution to an alternate payee under such order at any time, irrespective
of whether the Participant has attained his “earliest retirement age” (within the meaning of
Section 414(p)(4)(B) of the Code) under the Plan. A distribution to an alternate payee
prior to the Participant’s attainment of his earliest retirement age shall, however, be
available only if the order specifies distribution at that time or permits an agreement
between the Plan and the alternate payee to authorize an earlier distribution. Nothing in
this paragraph shall, however, give a Participant a right to receive distribution at a time
otherwise not permitted under the Plan nor does it permit the alternate payee to receive a
form of payment not otherwise permitted under the Plan or under said Section 414(p) of the
Code.
	 
	14.5	 	MERGER OF PLANS. In the case of any merger or consolidation of this Plan with, or
transfer of the assets or liabilities of the Plan to, any other plan, the terms of such
merger, consolidation or transfer shall be such that each Participant would receive (in the
event of termination of this Plan or its successor immediately thereafter) a benefit which is
no less than what the Participant would have received in the event of termination of this Plan
immediately before such merger, consolidation or transfer.
	 
	14.6	 	INVESTMENT EXPERIENCE NOT A FORFEITURE. The decrease in value of any Account due to
adverse investment experience shall not be considered an impermissible “forfeiture” of any
vested balance.
	 
	14.7	 	CONSTRUCTION. Wherever appropriate, the use of the masculine gender shall be extended
to include the feminine and/or neuter or vice versa; and the singular form of words shall be
extended to include the plural; and the plural shall be restricted to mean the singular.
	 
	14.8	 	GOVERNING DOCUMENTS. A Participant’s rights shall be determined under the terms of
the Plan as in effect at the Participant’s date of separation from Service.
	 
	14.9	 	GOVERNING LAW. The provisions of this Plan shall be construed under the laws of the
state of the situs of the Trust, except to the extent such laws are preempted by Federal law.
	 
	14.10	 	HEADINGS. The Article headings and Section numbers are included solely for ease of
reference. If there is any conflict between such headings or numbers and the text of the
Plan, the text shall control.





 









 






	14.11	 	COUNTERPARTS. This Plan may be executed in any number of counterparts, each of which
shall be deemed an original; said counterparts shall constitute but one and the same
instrument, which may be sufficiently evidenced by any one counterpart.
	 
	14.12	 	LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN. In the event that all or any portion
of the distribution payable to a Participant or to a Participant’s Beneficiary hereunder
shall, at the expiration of five (5) years after it shall become payable, remain unpaid solely
by reason of the inability of the Administrator to ascertain the whereabouts of such
Participant or Beneficiary, after sending a registered letter, return receipt requested, to
the last known address, and after further diligent effort, the amount so distributable shall
be forfeited and used to pay Plan administrative expenses and/or used to reduce future
Employer contributions. In the event a Participant or Beneficiary is located subsequent to
the forfeiture of his Account balance, such Account balance shall be restored.
	 
	14.13	 	DISTRIBUTION TO MINOR OR LEGALLY INCAPACITATED. In the event any benefit is payable
to a minor or to a person deemed to be incompetent or to a person otherwise under legal
disability, or who is by sole reason of advanced age, illness, or other physical or mental
incapacity incapable of handling the disposition of his property, the Administrator, may
direct the Trustee to apply all or any portion of such benefit directly to the care, comfort,
maintenance, support, education or use of such person or to pay or distribute the whole or any
part of such benefit to (a) the spouse of such person, (b) the parent of such person, (c) the
guardian, committee, or other legal representative, wherever appointed, of such person, (d)
the person with whom such person shall reside, (e) any other person having the care and
control of such person, or (f) such person. The receipt of any such payment or distribution
shall be a complete discharge of liability for Plan obligations.





 




IN WITNESS WHEREOF, the Employer, by its duly authorized officer, has caused this Plan to be
executed on the 12th day of September, 2003.




	 	 	 	 	 	 	 
	 	 	POLYONE CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Thomas Waltermire	 	 
	 

	 	 	 	 

Authorized Officer
	 	 






 









 





AMENDMENT NO. 1

TO THE

POLYONE RETIREMENT SAVINGS PLAN

(Effective June 1, 2003)




          PolyOne Corporation (the “Company”) hereby adopts this Amendment No. 1 to the PolyOne
Retirement Savings Plan (Effective June 1, 2003) (the “Plan”) effective January 1, 2004. Words and
phrases used herein with initial capital letters that are defined in the Plan are used herein as so
defined.




I.




          Section 1.8 of the Plan is hereby amended in its entirety to read as follows:





	 “1.8	 	‘EFFECTIVE DATE.’ The Effective Date of this Plan is June 1, 2003. This Plan
supercedes the terms of the Merged Plans as of June 1, 2003 and the terms of the
Subsequently Merged Plans as of January 1, 2004. The rights of any Participant who
separated from the Employer’s Service prior to such dates shall be established under
the terms of the Merged Plan or the Subsequently Merged Plan, as applicable, in effect
at the time of the Participant’s separation from Service, unless the Participant
subsequently returns to Service with the Employer. Rights of spouses and Beneficiaries
of such Participants shall also be governed by those documents.”





II.




          Article I of the Plan is hereby amended by the addition of the following new Sections
immediately following Section 1.22 to read as follows:





	“ 1.22A	 	‘PREDECESSOR PLAN’ shall mean The Geon Retirement Savings Plan.
	 
	“ 1.22B	 	‘SUBSEQUENTLY MERGED PLANS’ shall mean the PolyOne Retirement Savings Plan A
and the Synergistics Industries (NJ), Inc. Employees 401(k) Plan as of December 31,
2003.”





III.




 









 





          The first sentence of the second paragraph of Section 2.1 of the Plan is hereby amended to
read as follows:



“Any Participant who was a participant in a Merged Plan as of May 31, 2003 or a Subsequently
Merged Plan as of December 31, 2003 shall be credited with any prior ‘Years of Service’
credited under the Merged Plan or the Subsequently Merged Plan, as applicable, as of such
date.”




IV.




          Section 3.1 of the Plan is hereby amended by the addition of the following new sentence
immediately following the first sentence thereof to read as follows:



“Any Employee participating in a Subsequently Merged Plan as of December 31, 2003 shall
become a Participant as of January 1, 2004.”




V.




          The third sentence of Section 3.1 of the Plan is hereby amended to read as follows:



“In no event, however, shall any Employee (or other individual) participate under the Plan
while he is: (i) included in a unit of Employees covered by a collective bargaining
agreement between the Employer and the Employee representatives under which retirement
benefits were the subject of good faith bargaining, unless the terms of such bargaining
agreement expressly provides for the inclusion in the Plan; (ii) regularly employed outside
of the United States and not paid in United States dollars; (iii) classified by the Employer
as anything other than an Employee (regardless of any subsequent reclassification by the
Employer, any governmental agency or court); (iv) employed as a Leased Employee; or (v)
employed as a nonresident alien who receives no earned income (within the meaning of Section
911(d)(2) of the Code) from the Employer which constitutes income from sources within the
United States (within the meaning of Section 861(a)(3) of the Code).”




VI.




 









 





          The first sentence of Section 4.2(a) of the Plan is hereby amended to read as follows:





“Effective prior to January 1, 2004, for each payroll period, the Employer shall contribute
to the Plan, on behalf of each Participant, a matching contribution equal to 100% of the
first 3%, and 50% of the next 3%, of the Participant’s Compensation contributed to the Plan
as elective deferrals and/or after-tax contributions under Section 4.1 and Section 4.5,
respectively and on and after January 1, 2004, for each payroll period, the Employer shall
contribute to the Plan, on behalf of each Participant, a matching contribution equal to 50%
of the first 3%, and 25% of the next 3%, of the Participant’s Compensation contributed to
the Plan as elective deferrals and/or after-tax contributions under Section 4.1 and Section
4.5, respectively.”



VII.




          Section 4.2 of the Plan is hereby amended by the addition of the following new Subsection at
the end thereof to read as follows:





	 	“(c)	 	Employer Transition Contributions. For each payroll period, the
Employer shall also make a transition contribution on behalf of each Participant who is
a participant in that portion of the PolyOne Merged Pension Plan comprised of the plan
document for The Geon Pension Plan, and whose age plus ‘Benefit Service’ under such
pension plan as of December 31, 2002 equaled forty-five (45) or more. Such
contribution shall be equal to a percentage of each such eligible Participant’s
Compensation for the payroll period in which the contribution is made as follows:





	 	 	 	 	 	 	 
	Age Plus Benefit Service as of 12/31/02	 	Transition Contribution	 
	           45 but less than 50
	 	 	 	 	1.00	%
	          50 but less than 55
	 	 	 	 	1.75	%
	           55 but less than 60
	 	 	 	 	2.5	%
	          60 but less than 65
	 	 	 	 	3.25	%
	          65 or more
	 	 	 	 	4.00%	%.”






VIII.




          Section 6.1 of the Plan is hereby amended in its entirety to read as follows:




 









 









	 	“6.1	 	VESTING. A Participant shall at all times have a nonforfeitable (vested) right
to his Account derived from elective deferrals, after-tax contributions, Employer
matching contributions, Employer transition contributions under Section 4.2(c),
Fail-Safe Contributions and Qualified Matching Contributions as defined in Section
10.2, any dividends paid on Employer Stock credited to his Account, any rollovers from
other plans, and any other contributions made on his behalf, other than retirement
contributions made under Section 4.2(b) or any Employer retirement contributions
transferred from a Merged Plan or a Subsequently Merged Plan, as adjusted for
investment experience. Except as otherwise provided with respect to Normal Retirement,
Disability or death, a Participant shall have a nonforfeitable (vested) right to a
percentage of the value of his Account derived from Employer retirement contributions
under Section 4.2(b) and, except as otherwise provided below, any Employer retirement
contributions transferred from a Merged Plan or a Subsequently Merged Plan, as follows:





	 	 	 
	Years of Service	 	Vested Percentage
	Less than 3 years
	 	     0%
	3 years and thereafter
	 	100%







Notwithstanding the foregoing, any Participant who was a Participant in the M.A.
Hanna Company Capital Accumulation Plan and/or the M.A. Hanna Company 401(k) and
Retirement Plan as of May 31, 2003, and who was credited with two (2) years of
service (for vesting purposes) under either such plan as of such date, shall have at
least a twenty percent (20%) vested interest in any employer contributions
transferred from such plan(s) and in any Employer retirement contributions under
Section 4.2(b).”



IX.




          The second sentence of Section 8.1(b) of the Plan is hereby amended to read as follows:





“Provided, however, that in no event shall any portion of a Participant’s loan be derived
from amounts transferred directly from a money purchase pension plan, Employer retirement
and/or transition contributions made on behalf of the Participant, or any Employer matching
contributions made on behalf of the Participant which are invested in the Employer Stock
fund other than by the Participant’s investment direction.”



 









 





X.




          The first sentence of Section 8.2 of the Plan is hereby amended to read as follows:





“In the case of a financial hardship resulting from a proven immediate and heavy financial
need, a Participant may receive a distribution not to exceed the lesser of (i) the vested
value of the Participant’s Account attributable to his elective deferrals, without regard to
earnings thereon after December 31, 1988, any rollover contributions (excluding any rollover
contributions transferred to the Predecessor Plan from the Occidental Petroleum Corporation
Savings Plan), including earnings thereon, and any after-tax contributions, including
earnings thereon, or (ii) the amount necessary to satisfy the financial hardship.”



XI.




          The first sentence of Section 8.3 of the Plan is hereby amended to read as follows:





“After attaining age fifty-nine and one-half (59 1/2), a Participant, by giving written
notice to the Administrator, may withdraw from the Plan a sum (a) not in excess of the
credit balance of his vested Account, excluding, prior to the Participant attaining age
seventy and one-half (70 1/2), any Employer retirement and/or transition contributions made
on his behalf, any Employer matching contributions made on behalf of the Participant which
are invested in the Employer Stock fund other than by the Participant’s investment
direction, and excluding any portion of the Participant’s Account subject to the provisions
of Section 7.4, and (b) not less than such minimum amount as the Administrator may establish
from time to time to facilitate administration of the Plan.”



XII.




          Article VIII of the Plan is hereby amended by the addition of the following new Section at the
end thereof to read as follows:





	     “8.6	 	WITHDRAWAL OF CERTAIN PREDECESSOR PLAN CONTRIBUTIONS. A Participant, by
giving written notice to the Administrator, may withdraw from the Plan any ‘B.F.
Goodrich/Occidental matching contributions’ transferred to the Predecessor Plan, and,
after attaining age fifty-five (55), a sum not in excess of the credit balance of his
vested Account derived from matching contributions made on his
behalf under the Predecessor Plan prior to January 1, 2001, and any ‘success





 









 






sharing
contributions’ made under the Predecessor Plan prior to January 1, 1995, including
earnings thereon. Any amount withdrawn hereunder shall not be less than such
minimum amount as the Administrator may establish from time to time to facilitate
administration of the Plan. Any such withdrawals shall be made in accordance with
nondiscriminatory and objective standards applied by the Administrator.




If any portion of the amount to be withdrawn is invested in the Employer Stock fund,
the Participant may elect to have such portion distributed in the
form of whole shares of Employer Stock, with any fractional shares, and the cash and cash
equivalent portions of the underlying stock fund, being distributed in cash.”



 









 





          EXECUTED this 31st day of December, 2003.




	 	 	 	 	 	 	 
	 	 	POLYONE CORPORATION
	 
	 	 	 	 	 	 
	 

	 	By:
	 	           /s/ Kenneth M. Smith
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	           Title: Vice President	 	 






 









 





AMENDMENT NO. 2

TO THE

POLYONE RETIREMENT SAVINGS PLAN

(Effective June 1, 2003)




          PolyOne Corporation (the “Company”) hereby adopts this Amendment No. 2 to the PolyOne
Retirement Savings Plan (Effective June 1, 2003) (the “Plan”) effective January 1, 2004. Words and
phrases used herein with initial capital letters that are defined in the Plan are used herein as so
defined.




I.




          The first sentence of Section 4.1(a) of the Plan is hereby amended to read as follows:





“A Participant may elect to defer from one percent (1%) to fifty percent (50%) (in whole
percentages) of his Compensation for a Plan Year.”



          EXECUTED this 31st day of December, 2003.




	 	 	 	 	 	 	 
	 	 	POLYONE CORPORATION
	 
	 	 	 	 	 	 
	 

	 	By:
	 	           /s/ Kenneth M. Smith
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	          Title: Vice President	 	 







 









 





AMENDMENT NO. 3 TO




POLYONE RETIREMENT SAVINGS PLAN



WHEREAS, PolyOne Corporation (the “Employer”) heretofore adopted the PolyOne Retirement Savings
Plan (the “Plan”); and



WHEREAS, the Employer reserved the right to amend the Plan; and



WHEREAS, the Employer desires to amend the Plan to adopt the model amendments set forth in Revenue
Procedure 2002-29 for purposes of complying with the requirements of Section 401(a)(9) of the
Internal Revenue Code and the final regulations thereunder;



NOW, THEREFORE, the Plan is hereby amended, effective as of January 1, 2003, as follows:





	1.	 	The Plan shall be amended by the addition of the following Article 7A:





ARTICLE SEVEN A—MINIMUM DISTRIBUTION REQUIREMENTS





	 	 	 	7A.1 GENERAL RULES.






	 	(a)	 	Effective Date. The provisions of this Article will apply for
purposes of determining required minimum distributions for calendar years
beginning with the 2003 calendar year.
	 
	 	(b)	 	Precedence. The requirements of this Article will take
precedence over any inconsistent provisions of the Plan; provided, however,
that this Article shall not require the Plan to provide any form of benefit, or
any option, not otherwise provided under the Plan.
	 
	 	(c)	 	Requirements of Treasury Regulations Incorporated. All
distributions required under this Article will be determined and made in
accordance with the Treasury regulations under Section 401(a)(9) of the Code.
	 
	 	(d)	 	TEFRA Section 242(b)(2) Elections. Notwithstanding the other
provisions of this Article, distributions may be made under a designation made
before January 1, 1984, in accordance with Section 242(b)(2) of the Tax Equity
and Fiscal Responsibility Act (“TEFRA”) and the provisions of the Plan that
relate to Section 242(b)(2) of TEFRA.






	 	 	 	7A.2 TIME AND MANNER OF DISTRIBUTION.






	 	(a)	 	Required Beginning Date. The Participant’s entire interest
will be distributed, or begin to be distributed, to the Participant no later
than the Participant’s required beginning date.




 









 












	 	(b)	 	Death of Participant Before Distributions Begin. If the
Participant dies before distributions begin, the Participant’s entire interest
will be distributed, or begin to be distributed, no later than as follows:






	 	(i)	 	If the Participant’s surviving spouse is the
Participant’s sole designated Beneficiary, distributions to the
surviving spouse will begin by December 31 of the calendar year
immediately following the calendar year in which the Participant died,
or by December 31 of the calendar year in which the Participant would
have attained age 701/2, if later.
	 
	 	(ii)	 	If the Participant’s surviving spouse is not
the Participant’s sole designated Beneficiary, and if distribution is
to be made over the life or over a period certain not exceeding the
life expectancy of the designated Beneficiary (if permitted under
Section 7.1 of the Plan), distribution to the designated Beneficiary
will begin by December 31 of the calendar year immediately following
the calendar year in which the Participant died.
	 
	 	(iii)	 	If there is no designated Beneficiary as of
September 30 of the year following the year of the Participant’s death,
or if the provisions of subsection (i) and (ii) do not otherwise apply,
the Participant’s entire interest will be distributed by December 31 of
the calendar year containing the fifth anniversary of the Participant’s
death.
	 
	 	(iv)	 	If the Participant’s surviving spouse is the
Participant’s sole designated Beneficiary and the surviving spouse dies
after the Participant but before distributions to the surviving spouse
begin, this subsection (b), other than Section (b)(i), will apply as if
the surviving spouse were the Participant.






	 	 	 	For purposes hereof, unless subsection (b)(iv) applies, distributions are
considered to begin on the Participant’s required beginning date. If
subsection (b)(iv) applies, distributions are considered to begin on the
date distributions are required to begin to the surviving spouse under
subsection (b)(i). If distributions under an annuity purchased from an
insurance company irrevocably commence to the Participant before the
Participant’s required beginning date (or to the Participant’s surviving
spouse before the date distributions are required to begin to the surviving
spouse under Section (b)(i)), the date distributions are considered to begin
is the date distributions actually commence.






	 	(c)	 	Forms of Distribution. Unless the Participant’s interest is
distributed in the form of an annuity purchased from an insurance company or in
a single sum on or before the required beginning date, as of the first
distribution calendar year, distributions will be made in accordance with





 









 





	 	 	 	Sections 7A.3
and 7A.4 of this Article. If the Participant’s interest is distributed in
the form of an annuity purchased from an insurance company, distributions
thereunder will be made in accordance with the requirements of Section
401(a)(9) of the Code and the Treasury regulations.






	 	 	 	7A.3 REQUIRED MINIMUM DISTRIBUTIONS DURING PARTICIPANT’S LIFETIME.






	 	(a)	 	Amount of Required Minimum Distribution for Each Distribution
Calendar Year. During the Participant’s lifetime, the minimum amount that will
be distributed for each distribution calendar year is the lesser of:






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






	 	(b)	 	Lifetime Required Minimum Distributions Continue Through Year
of Participant’s Death. Required minimum distributions will be determined
under this Section 7A.3 beginning with the first distribution calendar year and
up to and including the distribution calendar year that includes the
Participant’s date of death.






	 	 	 	7A.4 REQUIRED MINIMUM DISTRIBUTIONS AFTER PARTICIPANT’S DEATH.






	 	(a)	 	Death On or After Date Distributions Begin.






	 	(i)	 	Participant Survived by Designated
Beneficiary. Subject to the provisions of this Article, if the
Participant dies on or after the date distributions begin and there is
a designated Beneficiary, the minimum amount that will be distributed
for each distribution calendar year after the year of the Participant’s
death is the quotient obtained by dividing the Participant’s Account
balance by the longer of the remaining life expectancy of the
Participant or the remaining life expectancy of the Participant’s
designated Beneficiary, determined as follows:




 









 












	 	(1)	 	The Participant’s remaining life
expectancy is calculated using the age of the Participant in the
year of death, reduced by one for each subsequent year.
	 
	 	(2)	 	If the Participant’s surviving
spouse is the Participant’s sole designated Beneficiary, the
remaining life expectancy of the surviving spouse is calculated
for each distribution calendar year after the year of the
Participant’s death using the surviving spouse’s age as of the
spouse’s birthday in that year. For distribution calendar years
after the year of the surviving spouse’s death, the remaining
life expectancy of the surviving spouse is calculated using the
age of the surviving spouse as of the spouse’s birthday in the
calendar year of the spouse’s death, reduced by one for each
subsequent calendar year.
	 
	 	(3)	 	If the Participant’s surviving
spouse is not the Participant’s sole designated Beneficiary, the
designated Beneficiary’s remaining life expectancy is calculated
using the age of the Beneficiary in the year following the year
of the Participant’s death, reduced by one for each subsequent
year.






	 	(ii)	 	No Designated Beneficiary. If the
Participant dies on or after the date distributions begin and there is
no designated Beneficiary as of September 30 of the year after the year
of the Participant’s death, the minimum amount that will be distributed
for each distribution calendar year after the year of the Participant’s
death is the quotient obtained by dividing the Participant’s Account
balance by the Participant’s remaining life expectancy calculated using
the age of the Participant in the year of death, reduced by one for
each subsequent year.






	 	(b)	 	Death Before Date Distributions Begin.






	 	(i)	 	Participant Survived by Designated
Beneficiary. If the Participant dies before the date distributions
begin and there is a designated Beneficiary, the minimum amount that
will be distributed for each distribution calendar year after the year
of the Participant’s death is the quotient obtained by dividing the
Participant’s account balance by the remaining life expectancy of the
Participant’s designated Beneficiary, determined as provided in
subsection (a)
	 
	 	(ii)	 	No Designated Beneficiary. If the
Participant dies before the date distributions begin and there is no
designated Beneficiary as of September 30 of the year following the year of the Participant’s




 









 





	 	 	 	death, distribution of the Participant’s entire interest will be
completed by December 31 of the calendar year containing the fifth
anniversary of the Participant’s death.
	 
	 	(iii)	 	Death of Surviving Spouse Before
Distributions to Surviving Spouse Are Required to Begin. If the
Participant dies before the date distributions begin, the Participant’s
surviving spouse is the Participant’s sole designated Beneficiary, and
the surviving spouse dies before distributions are required to begin to
the surviving spouse under Section 7A.2(b)(i), this Section 7A.4 will
apply as if the surviving spouse were the Participant.






	 	 	 	7A.5 DEFINITIONS.






	 	(a)	 	Designated Beneficiary. The individual who is designated as
the Beneficiary under Section 7.6 of the Plan and is the designated Beneficiary
under Section 401(a)(9) of the Code and Section 1.401(a)(9)-1, Q&A-4, of the
Treasury regulations.
	 
	 	(b)	 	Distribution Calendar Year. A calendar year for which a
minimum distribution is required. For distributions beginning before the
Participant’s death, the first distribution calendar year is the calendar year
immediately preceding the calendar year which contains the Participant’s
required beginning date. For distributions beginning after the Participant’s
death, the first distribution calendar year is the calendar year in which
distributions are required to begin under Section 7A.2(b). The required
minimum distribution for the Participant’s first distribution calendar year
will be made on or before the Participant’s required beginning date. The
required minimum distribution for other distribution calendar years, including
the required minimum distribution for the distribution calendar year in which
the Participant’s required beginning date occurs, will be made on or before
December 31 of that distribution calendar year.
	 
	 	(c)	 	Life Expectancy. Life expectancy as computed by use of the
Single Life Table in Section 1.401(a)(9)-9 of the Treasury regulations.
	 
	 	(d)	 	Participant’s Account Balance. The Account balance as of the
last valuation date in the calendar year immediately preceding the distribution
calendar year (valuation calendar year) increased by the amount of any
contributions made and allocated or forfeitures allocated to the Account
balance as of dates in the valuation calendar year after the valuation date and
decreased by distributions made in the valuation calendar year after the
valuation date. The Account balance for the valuation calendar year includes
any amounts rolled over or transferred to the Plan either in the
valuation calendar year or in the distribution calendar year if distributed
or transferred in the valuation calendar year.





 









 











	 	(e)	 	Required Beginning Date. The date specified in Section 7.2 of
the Plan.




IN WITNESS WHEREOF, the Employer, by its duly authorized officer, has caused this Amendment to be
executed as of the   31st      day of   December     , 2003.




	 	 	 	 	 
	 	 	POLYONE CORPORATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ Wendy C. Shiba
	 

	 	 	 	 
	 	 	V.P., Chief Legal Officer and Secretary






 









 





AMENDMENT NO. 4

TO THE

POLYONE RETIREMENT SAVINGS PLAN

(Effective June 1, 2003)




               PolyOne Corporation (the “Company”) hereby adopts this Amendment No. 4 to the PolyOne
Retirement Savings Plan (Effective June 1, 2003) (the “Plan”) effective August 1, 2004. Words and
phrases used herein with initial capital letters that are defined in the Plan are used herein as so
defined.



I.




               Section 4.2 of the Plan is hereby amended by the addition of the following new Subsection at
the end thereof to read as follows:




	 	“(c)	 	Employer Service Provider Contributions. Any amounts contributed to
the Plan by the Employer pursuant to an agreement between the Employer and a service
provider (“Employer Service Provider Contributions”) shall be used to pay Plan
administrative expenses. To the extent that Employer Service Provider Contributions
for a Plan Year exceed Plan administrative expenses for such Plan Year, the excess
Employer Service Provider Contributions shall be allocated to the Accounts of all
Participants who are employed by the Employer on the last day of the Plan Year. As of
the last day of the Plan Year, the Account of each Participant who is eligible to
receive an Employer Service Provider Contribution shall be credited with an Employer
Service Provider Contribution equal to the total excess Employer Service Provider
Contributions multiplied by a fraction, the numerator of which is the Participant’s
Account balance as of the last day of the Plan Year and the denominator of which is the
sum of the Account balances of all Participants who are eligible to receive Employer
Service Provider Contributions.”
	 
	 	 	 	EXECUTED this 16th day of August, 2004.





	 	 	 	 	 
	 	POLYONE CORPORATION

 	 
	 	By:  	/s/ Kenneth M. Smith
 	 
	 
	 	 	Title: 	 
	 	 	 	 
	 




 









 





AMENDMENT NO. 5

TO THE

POLYONE RETIREMENT SAVINGS PLAN

(Effective June 1, 2003)




               PolyOne Corporation (the “Company”) hereby adopts this Amendment No. 5 to the PolyOne
Retirement Savings Plan (Effective June 1, 2003) (the “Plan”) effective as of June 1, 2003. Words
and phrases used herein with initial capital letters that are defined in the Plan are used herein
as so defined.



I.




               The last paragraph of Section 6.1 of the Plan is hereby amended to read as follows:




“Notwithstanding the foregoing, for purposes of any Participant who was a participant in the
M.A. Hanna Company Capital Accumulation Plan and/or the M.A. Hanna Company 401(k) and
Retirement Plan as of May 31, 2003, such Participant shall have a nonforfeitable (vested)
right to a percentage of the value of his Account derived from such transferred employer
retirement contributions and in any Employer retirement contributions under Section 4.2(b),
as follows:



	 	 	 	 	 
	Years of Service	 	 Vested Percentage
	Less than 1
	 	 	0	%
	1, but less than 2
	 	 	20	%
	2, but less than 3
	 	 	40	%
	3 or more
	 	 	100	%”






               EXECUTED this 16th day of August, 2004.



	 	 	 	 	 
	 	POLYONE CORPORATION

 	 
	 	By:  	/s/ Kenneth M. Smith
 	 
	 
	 	 	Title: 	 
	 	 	 	 



 









 






	 	 	 	 	 



AMENDMENT NO. 6

TO THE

POLYONE RETIREMENT SAVINGS PLAN

(Effective June 1, 2003)





               PolyOne Corporation (the “Company”) hereby adopts this Amendment No. 6 to the PolyOne
Retirement Savings Plan (Effective June 1, 2003) (the “Plan”) effective, except as otherwise set
forth below, December 1, 2004. Words and phrases used herein with initial capital letters that are
defined in the Plan are used herein as so defined.



I.




               Article I of the Plan is hereby amended by the addition of the following new Section
immediately following Section 1.6 to read as follows:




	 	“1.6A 	 	‘DECEMBER 1, 2004 MERGED PLANS’ shall mean the PolyOne Retirement Savings Plan
for Collective Bargaining Employees, the PolyOne Retirement Savings Plan for Collective
Bargaining Employees A and the Plast-O-Meric Thrift and Savings Plan, each as of
November 30, 2004.”





II.




               Section 1.8 of the Plan is hereby amended in its entirety to read as follows:




	 	“1.8	 	‘EFFECTIVE DATE.’ The Effective Date of this Plan is June 1, 2003. This Plan
supercedes the terms of the Merged Plans as of June 1, 2003, the terms of the
Subsequently Merged Plans as of January 1, 2004 and the December 1, 2004 Merged Plans
as of December 1, 2004. The rights of any Participant who separated from the
Employer’s Service prior to such dates shall be established under the terms of the
Merged Plan, the Subsequently Merged Plan or the December 1, 2004 Merged Plan, as
applicable, in effect at the time of the Participant’s separation from Service, unless
the Participant subsequently returns to Service with the Employer. Rights of spouses
and Beneficiaries of such Participant shall also be governed by those documents.”




 









 











III.




               Section 1.19 of the Plan is hereby amended in its entirety to read as follows:




	 	“1.19  	 	‘NORMAL RETIREMENT DATE’ shall mean the Participant’s sixty-fifth
(65th) birthday, or for Participants who were participants in the Polymer
Group Retirement Savings Plan or the 401(k) Savings and Retirement Plan for Polymer
Associates as of January 1, 1998, the Participant’s fifty-fifth (55th)
birthday or for Participants who were participants in the Plast-O-Meric Thrift and
Savings Plan on November 30, 2004, the Participant’s attainment of age fifty-nine and
one-half (59 1/2). The date on which the Participant attains age sixty-five (65),
fifty-five (55) or fifty-nine and one-half (59 1/2) as the case may be, shall be the
Participant’s Normal Retirement Age.”





IV.




               The first sentence of the second paragraph of Section 2.1 of the Plan is hereby amended to
read as follows:




“Any Participant who was a participant in a Merged Plan as of May 31, 2003, a Subsequently
Merged Plan as of December 31, 2003 or a December 1, 2004 Merged Plan as of November 30,
2004 shall be credited with any prior ‘Years of Service’ credited under the Merged Plan, the
Subsequently Merged Plan or the December 1, 2004 Merged Plan, as applicable, as of such
date.”



V.




               The first paragraph of Section 3.1 of the Plan is hereby amended to read as follows:




"PARTICIPATION. Any participant in a Merged Plan as of May 31, 2003 shall become a
Participant in the Plan as of June 1, 2003. Any participant in a Subsequently Merged Plan
as of December 31, 2003 shall become a Participant in the Plan as of January 1, 2004. Any
participant in a December 1, 2004 Merged Plan as of November 30, 2004, to the extent that
such participant is not



 









 







already a Participant in the Plan, shall become a Participant in the Plan as of December 1,
2004.”



VI.




               The third paragraph of Section 3.1 of the Plan is hereby amended to read as follows:




“In no event, however, shall any Employee (or other individual) participate under the Plan
while he is: (i) included in a unit of Employees covered by a collective bargaining
agreement between the Employer and the Employee representatives under which retirement
benefits were the subject of good faith bargaining, unless such Employee (or other
individual) is employed at the Employer’s Louisville, Kentucky facility or the terms of such
bargaining agreement expressly provide for the inclusion in the Plan; (ii) regularly
employed outside of the United States and not paid in United States dollars; (iii)
classified by the Employer as anything other than an Employee (regardless of any subsequent
reclassification by the Employer, any governmental agency or court); (iv) employed as a
Leased Employee; or (v) employed as a nonresident alien who receives no earned income
(within the meaning of Section 911(d)(2) of the Code) from the Employer which constitutes
income from sources within the United States (within the meaning of Section 861(a)(3) of the
Code).”



VII.




               Effective January 1, 2005, Section 4.1(a) of the Plan is hereby amended in its entirety to
read as follows:




	 	“(a) 	 	Elections. A Participant who is not a Highly Compensated Employee may
elect to defer from one percent (1%) to fifty percent (50%) (in whole percentages) of
his Compensation for a Plan Year. A Participant who is a Highly Compensated Employee
may elect to defer from one percent (1%) to fifteen percent (15%) (in whole
percentages) of his Compensation for a Plan Year. The amount of a Participant’s
Compensation that is deferred in accordance with the Participant’s election shall be
withheld by the Employer from the Participant’s Compensation on a ratable basis
throughout the Plan Year. The amount deferred on behalf of each Participant shall be
contributed by the Employer to the Plan and allocated




 









 












	 	 	 	to the portion of the Participant’s Account consisting of such elective deferrals.”





VIII.




               Effective January 1, 2004, Section 4.1(e) of the Plan is hereby amended by the addition of
the
following new paragraph at the end thereof to read as follows:




“In furtherance thereof, but without limiting the foregoing, effective January 1, 2004, (a)
the percentage limitations on elective deferrals described in Section 4.1(a) of the Plan
shall not apply to catch-up contributions, (b) elective deferrals for a Plan Year which
exceed (i) the percentage limits described in Section 4.1(a) of the Plan or (ii) the
statutory limits described in Section 4.1(c) shall be treated as catch-up contributions; and
(c) catch-up contributions shall be permitted to be made on a payroll-by-payroll basis;
provided, however, that an elective deferral may only be characterized as a catch-up
contribution on a Plan Year basis.”



IX.




               Effective January 1, 2004, the first two paragraphs of Section 4.5 of the Plan are hereby
amended to read as follows:




“A Participant shall be permitted to make after-tax contributions to the Plan in accordance
with procedures established by the Administrator which shall be consistently applied and
which may be changed from time to time. A Participant may prospectively elect to change or
revoke the amount (or percentage, from one percent (1%) to fifty percent (50%)) of his
after-tax contributions during the Plan Year in accordance with the procedures established
by the Administrator.




Total Contributions under Section 4.1(a) and this Section 4.5 cannot exceed 50% of the
Participant’s Compensation for a Plan Year.”



X.




               Effective January 1, 2005, the first two paragraphs of Section 4.5 of the Plan are hereby
amended to read as follows:




“A Participant shall be permitted to make after-tax contributions to the Plan in accordance
with procedures established by the Administrator which shall be consistently applied and
which may be changed from time to time. A Participant who is not a Highly Compensated
Employee may prospectively elect to change



 









 







or revoke the amount (or percentage, from one percent (1%) to fifty percent (50%)) of his
after-tax contributions during the Plan Year in accordance with the procedures established
by the Administrator. A Participant who is a Highly Compensated Employee may prospectively
elect to change or revoke the amount (or percentage, from one percent (1%) to fifteen
percent (15%)) of his after-tax contributions during the Plan Year in accordance with the
procedures established by the Administrator.




For Participants who are not Highly Compensated Employees, total Contributions under Section
4.1(a) and this Section 4.5 cannot exceed 50% of the Participant’s Compensation for a Plan
Year. For Participants who are Highly Compensated Employees, total Contributions under
Section 4.1(a) and this Section 4.5 cannot exceed 15% of the Participant’s Compensation for
a Plan Year.”



XI.




               The second paragraph of Section 5.1(a) of the Plan is hereby amended to read as follows:




“Notwithstanding the foregoing, (i) for purposes of any Participant who was not a
participant in the PolyOne Retirement Savings Plan for Collective Bargaining Employees on
November 30, 2004, any Employer matching contributions initially invested in the Employer
Stock fund other than by the Participant’s direction, shall remain invested in such fund
until such date as is designated by the Employer but not later than September 30, 2003 and
(ii) for purposes of any Participant who was a participant in the PolyOne Retirement Savings
Plan for Collective Bargaining Employees on November 30, 2004, any Employer matching
contributions initially invested in the Employer Stock fund other than by the Participant’s
direction prior to December 1, 2004, shall remain invested in such fund until December 1,
2004.”



XII.




               Section 6.1 of the Plan is hereby amended in its entirety to read as follows:




	 	“6.1	 	 VESTING. A Participant shall at all times have a nonforfeitable (vested) right
to his Account derived from elective deferrals, after-tax contributions, Employer
matching contributions, Fail-Safe Contributions and Qualified Matching Contributions as
defined in Section 10.2, any dividends paid on Employer Stock credited to his Account,
any rollovers or transfers from
other plans, and any other contributions made on his behalf, or transferred





 









 











	 	 	 	to the Plan on his behalf, other than retirement contributions made under Section 4.2(b) or
any Employer retirement contributions transferred from a Merged Plan, a Subsequently
Merged Plan or a December 1, 2004 Merged Plan, as adjusted for investment
experience. Except as otherwise provided with respect to Normal Retirement,
Disability or death, a Participant shall have a nonforfeitable (vested) right to a
percentage of the value of his Account derived from Employer retirement
contributions under Section 4.2(b) and, except as otherwise provided below, any
Employer retirement contributions transferred from a Merged Plan, a Subsequently
Merged Plan or a December 1, 2004 Merged Plan, as follows:





	 	 	 	 	 
	Years of Service	 	Vested Percentage
	Less than 3 years
	 	 	0	%
	3 years and thereafter
	 	 	100	%







	 	 	 	Notwithstanding the foregoing, for purposes of any Participant who was a Participant
in the M.A. Hanna Company Capital Accumulation Plan and/or the M.A. Hanna Company
401(k) and Retirement Plan as of May 31, 2003, such Participant shall have a
nonforfeitable (vested) right to a percentage of the value of his Account derived
from such transferred employer retirement contributions and in any Employer
retirement contributions under Section 4.2(b), as follows:





	 	 	 	 	 
	Years of Service	 	Vested Percentage
	Less than 1 year
	 	 	0	%
	1, but less than 2
	 	 	20	%
	2, but less than 3
	 	 	40	%
	3 or more
	 	 	100	%”






XIII.




               Section 7.1 of the Plan is hereby amended by the addition of the following new paragraph at
the end thereof to read as follows:




“Notwithstanding the foregoing, for purposes of distributions commencing earlier than the
ninetieth day after the Participants described in this sentence have been given notice
pursuant to Section 1.411(d)-4(e) of the Treasury Regulations of the elimination of the
optional form of benefit described in this sentence (the “Notice Date”), if any portion of
the Participant’s vested Account consists of amounts transferred to the Predecessor Plan
from the Occidental Petroleum Corporation
Savings Plan or the Occidental Chemical Corporation Savings and Investment Plan, and if the
Participant’s vested Account exceeds $5,000, the Participant may



 









 






elect to receive
distribution of his vested Account in the form of an annuity, subject to the provisions of
Section 7.4.”



XIV.




               The first sentence of Section 7.4 of the Plan is hereby amended to read as follows:




“This Section shall apply if any portion of a Participant’s vested Account is derived from
funds transferred from a plan subject to the provisions of Code Sections 401(a)(11) and 417,
which provisions may not be limited via an amendment under the Employee Retirement Income
Security Act of 1974 or, prior to the Notice Date (as defined in Section 7.1), if any
portion of a Participant’s vested Account consists of amounts transferred to the Predecessor
Plan from the Occidental Petroleum Corporation Savings Plan or the Occidental Chemical
Corporation Savings and Investment Plan and if the Participant elects the annuity option
under Section 7.1.”



XV.




               The first sentence of Section 7.8 of the Plan is hereby amended to read as follows:




“The provisions of this Section shall apply if any portion of a Participant’s vested Account
is derived from funds transferred from a plan subject to the provisions of Code Sections
401(a)(11) and 417, which provisions may not be limited via an amendment under the Employee
Retirement Income Security Act of 1974.”



XVI.




               ARTICLE SEVEN of the Plan is hereby amended by the addition of the following new Section
immediately following Section 7.8 of the Plan to read as follows:




	 	“7.8A	 	QUALIFIED PRE-RETIREMENT SURVIVOR ANNUITY FOR CERTAIN OCCIDENTAL PARTICIPANTS.
The provisions of this Section shall apply if any portion of a Participant’s vested
Account consists of amounts transferred to the Predecessor Plan from the Occidental
Petroleum Corporation Savings Plan or the Occidental Chemical Corporation Savings and
Investment Plan and if the Participant elects the annuity option under Section 7.1.
	 
	 	 	 	If a married Participant dies after electing the ‘qualified joint and survivor
annuity’ (as defined in Section 7.4), and prior to the annuity starting date,





 









 











such Participant’s vested Account balance shall be applied to the purchase of an annuity
for the life of the Participant’s surviving spouse; provided, however, that the
Participant’s surviving spouse may elect to waive such annuity and receive such
death benefit in the form of a lump-sum payment. The Administrator must furnish to
the surviving spouse, within a reasonable amount of time after a written request has
been made by such surviving spouse, a written explanation of the terms and
conditions of the qualified pre-retirement survivor annuity and any other form of
payment which may be selected. The Participant’s surviving spouse may commence the
payment of his qualified pre-retirement survivor annuity under this Section within a
reasonable period following the Participant’s death.”



XVII.




               The third sentence of the first paragraph of Section 8.1 of the Plan is hereby amended to read
as follows:




“In addition, if the Participant is married, and if any portion of the Participant’s Account
is derived from funds transferred from a plan subject to the provisions of Code Sections
401(a)(11) and 417, which provisions may not be limited via an amendment under the Employee
Retirement Income Security Act of 1974, such Participant’s spouse shall be required to
consent in writing to the making of the loan.”



XVIII.




               The first sentence of Section 8.2 of the Plan is hereby amended to read as follows:




“In the case of a financial hardship resulting from a proven immediate and heavy financial
need, a Participant may receive a distribution not to exceed the lesser of (i) the vested
value of the Participant’s Account attributable to his elective deferrals, without regard to
earnings thereon after December 31, 1988, any rollover contributions (excluding any rollover
contributions transferred from the Occidental Petroleum Corporation Savings Plan to a
December 1, 2004 Merged Plan), including earnings thereon, and any after-tax contributions,
including earnings thereon or (ii) the amount necessary to satisfy the financial hardship.”



XIX.




 









 





               The last paragraph of each of Sections 8.2, 8.3, 8.4 and 8.5 of the Plan are hereby amended to
read as follows:




“Notwithstanding the foregoing provisions of this Section, if the Participant is married,
and if any portion of the Participant’s Account is derived from funds transferred from a
plan subject to the provisions of Code Sections 401(a)(11) and 417, which provisions may not
be limited via an amendment under the Employee Retirement Income Security Act of 1974, the
Participant must obtain the written consent of the Participant’s spouse, which consent must
be notarized.”



XX.




               ARTICLE EIGHT of the Plan is hereby amended by the addition of the following new Section at
the end thereof to read as follows:




	 	“8.7	 	WITHDRAWAL OF CERTAIN PLAST-O-MERIC THRIFT AND SAVINGS PLAN CONTRIBUTIONS. A
Participant, by giving notice to the Administrator, may withdraw from the Plan any
‘Plast-O-Meric Thrift and Savings Plan Transfer Contributions’ transferred to this Plan
from the Plast-O-Meric Thrift and Savings Plan. Any such withdrawal shall be made in
accordance with nondiscriminatory and objective standards consistently applied by the
Administrator.
	 
	 	 	 	If any portion of the amount to be withdrawn is invested in the Employer Stock fund,
the Participant may elect to have such portion distributed in the
form of whole shares of Employer Stock, with any fractional shares, and the cash and cash
equivalent portions of the underlying stock fund, being distributed in cash.”




EXECUTED this 29th day of November, 2004.




	 	 	 	 	 
	 	POLYONE CORPORATION

 	 
	 	By:  	
/s/ Kenneth M. Smith
 	 
	 
	 	 	Title: Chief Information and Human Resources Officer 	 
	 	 	 	 
	 




 









 





AMENDMENT NO. 7

TO THE

POLYONE RETIREMENT SAVINGS PLAN

(Effective June 1, 2003)




          PolyOne Corporation (the “Company”) hereby adopts this Amendment No. 7 to the PolyOne
Retirement Savings Plan (Effective June 1, 2003) (the “Plan”) effective April 1, 2005. Words and
phrases used herein with initial capital letters that are defined in the Plan are used herein as so
defined.




I.




          The first sentence of Section 4.2(a) of the Plan is hereby amended to read as follows:





“Effective prior to January 1, 2004, for each payroll period, the Employer shall contribute
to the Plan, on behalf of each Participant, a matching contribution equal to 100% of the
first 3%, and 50% of the next 3%, of the Participant’s Compensation contributed to the Plan
as elective deferrals and/or after-tax contributions under Section 4.1 and Section 4.5,
respectively; effective on and after January 1, 2004 and prior to April 1, 2005, for each
payroll period, the Employer shall contribute to the Plan, on behalf of each Participant, a
matching contribution equal to 50% of the first 3%, and 25% of the next 3%, of the
Participant’s Compensation contributed to the Plan as elective deferrals and/or after tax
contributions under Section 4.1 and Section 4.5, respectively; and effective on and after
April 1, 2005, for each payroll period, the Employer shall contribute to the Plan, on behalf
of each Participant, a matching contribution equal to 100% of the first 3%, and 25% of the
next 3%, of the Participant’s Compensation contributed to the Plan as elective deferrals
and/or after-tax contributions under Section 4.1 and Section 4.5, respectively.”



          EXECUTED this 1st day of March, 2005.




	 	 	 
	 

	 	POLYONE CORPORATION
	 
	 	 
	 

	 	/s/ Kenneth M. Smith
	 

	 	By: Kenneth M. Smith
	 

	 	          Vice President and
	 

	 	          Chief Human Resources Officer






 









 





AMENDMENT NO. 8

TO THE

POLYONE RETIREMENT SAVINGS PLAN

(Effective June 1, 2003)




          PolyOne Corporation (the “Company”) hereby adopts this Amendment No. 8 to the PolyOne
Retirement Savings Plan (Effective June 1, 2003) (the “Plan”) effective March 28, 2005. Words and
phrases used herein with initial capital letters that are defined in the Plan are used herein as so
defined.




I.




          The second paragraph of Section 7.1 of the Plan is hereby amended to read as follows:





“If the Participant’s vested Account (excluding any rollover contributions) exceeds $1,000,
and the Participant elects to defer distribution of his vested Account pursuant to the
provisions of Section 7.2 below, the Participant may, from time to time, elect to withdraw
amounts from his vested Account, subject to rules and procedures established by the
Administrator.”



II.




          The first two paragraphs of Section 7.2 of the Plan are hereby amended to read as follows:





“TIME OF COMMENCEMENT OF BENEFIT PAYMENTS. Distribution of the Participant’s Account
balance for a Participant who terminates employment on or after his Normal Retirement Date,
or as a result of his Disability, shall be made or commence no later than one (1) year
following the close of the Plan Year in which such event occurred; provided, however, that
if the amount required to be distributed cannot be ascertained by such date, distribution
shall be made no later than sixty (60) days after the earliest date on which such amount can
be ascertained; and provided, further, that, subject to the last paragraph of this Section,
if the Participant’s vested Account balance (excluding any rollover contributions) exceeds
$1,0000, distribution shall not be made or commence, unless the Participant otherwise
requests in writing. In such event, distribution
shall commence as soon as administratively practical following receipt by the Administrator
of the Participant’s written request.



 









 






If a Participant terminates employment for any reason other than Normal Retirement,
Disability or death, distribution of his vested Account balance shall be made or commence no
later than the close of the sixth Plan Year following the Plan Year in which he terminated
employment. However, if the vested balance of a Participant’s Account exceeds $1,000
(without regard to any rollover contributions), subject to the last paragraph of this
Section, distribution of his vested Account shall not be made or commence unless the
Participant otherwise requests in writing.”



III.




          The first sentence of Section 7.4(d) of the Plan is hereby amended to read as follows:





“Notwithstanding anything contained herein to the contrary, if the portion of the vested
balance of the Participant’s Account derived from funds transferred from a plan subject to
the provisions of Code Sections 401(a)(11) and 417 (excluding any rollover contributions)
does not exceed $1,000, distribution of the portion of the Participant’s vested Account
derived from funds transferred from a plan subject to the provisions of Code Sections
401(a)(11) and 417 shall be made in the form of a lump-sum payment.”



 









 





          EXECUTED this 28th day of March, 2005.




	 	 	 
	 

	 	POLYONE CORPORATION
	 
	 	 
	 

	 	/s/ Kenneth M. Smith
	 

	 	By: Kenneth M. Smith
	 

	 	          Vice President and
	 

	 	          Chief Human Resources Officer






 









 





AMENDMENT NO. 9

TO THE

POLYONE RETIREMENT SAVINGS PLAN

(Effective June 1, 2003)




          PolyOne Corporation (the “Company”) hereby adopts this Amendment No. 9 to the PolyOne
Retirement Savings Plan (Effective June 1, 2003) (the “Plan”) effective January 1, 2006. Words and
phrases used herein with initial capital letters that are defined in the Plan are used herein as so
defined.




I.




          The first paragraph of Section 4.2(a) of the Plan is hereby amended to read as follows:





“Effective prior to January 1, 2004, for each payroll period, the Employer shall contribute
to the Plan, on behalf of each Participant, a matching contribution equal to 100% of the
first 3%, and 50% of the next 3%, of the Participant’s Compensation contributed to the Plan
as elective deferrals and/or after-tax contributions under Section 4.1 and Section 4.5,
respectively; effective on and after January 1, 2004 and prior to April 1, 2005, for each
payroll period, the Employer shall contribute to the Plan, on behalf of each Participant, a
matching contribution equal to 50% of the first 3%, and 25% of the next 3%, of the
Participant’s Compensation contributed to the Plan as elective deferrals and/or after tax
contributions under Section 4.1 and Section 4.5, respectively; effective on and after April
1, 2005 and prior to January 1, 2006, for each payroll period, the Employer shall contribute
to the Plan, on behalf of each Participant, a matching contribution equal to 100% of the
first 3%, and 25% of the next 3%, of the Participant’s Compensation contributed to the Plan
as elective deferrals and/or after-tax contributions under Section 4.1 and Section 4.5,
respectively; and effective on and after January 1, 2006, for each payroll period, the
Employer shall contribute to the Plan, on behalf of each Participant, a matching
contribution equal to 100% of the first 3%, and 50% of the next 3%, of the Participant’s
Compensation contributed to the Plan as elective deferrals and/or after-tax contributions
under Section 4.1 and Section 4.5, respectively.”



II.




          The last sentence of the fourth paragraph of Section 4.2(a) of the Plan is hereby deleted.




 









 





	 	 	 
	 

	 	POLYONE CORPORATION
	 
	 	 
	 

	 	/s/ Kenneth M. Smith
	 

	 	By: Kenneth M. Smith
	 

	 	          Vice President and
	 

	 	          Chief Human Resources Officer






 









 




AMENDMENT NO. 10

TO THE

POLYONE RETIREMENT SAVINGS PLAN

(Effective June 1, 2003)




          PolyOne Corporation (the “Company”) hereby adopts this Amendment No. 10 to the PolyOne
Retirement Savings Plan (Effective June 1, 2003) (the “Plan”) effective March 28, 2005. Words and
phrases used herein with initial capital letters that are defined in the Plan are used herein as so
defined.




I.




          The second paragraph of Section 7.1 of the Plan is hereby amended to read as follows:





“If the Participant’s vested Account (including any rollover contributions) exceeds $1,000,
and the Participant elects to defer distribution of his vested Account pursuant to the
provisions of Section 7.2 below, the Participant may, from time to time, elect to withdraw
amounts from his vested Account, subject to rules and procedures established by the
Administrator.”



II.




          The first two paragraphs of Section 7.2 of the Plan are hereby amended to read as follows:





“TIME OF COMMENCEMENT OF BENEFIT PAYMENTS. Distribution of the Participant’s Account
balance for a Participant who terminates employment on or after his Normal Retirement Date,
or as a result of his Disability, shall be made or commence no later than one (1) year
following the close of the Plan Year in which such event occurred; provided, however, that
if the amount required to be distributed cannot be ascertained by such date, distribution
shall be made no later than sixty (60) days after the earliest date on which such amount can
be ascertained; and provided, further, that, subject to the last paragraph of this Section,
if the Participant’s vested Account balance (including any rollover contributions) exceeds
$1,0000, distribution shall not be made or commence, unless the Participant otherwise
requests in writing. In such event, distribution
shall commence as soon as administratively practical following receipt by the Administrator
of the Participant’s written request.



 









 






If a Participant terminates employment for any reason other than Normal Retirement,
Disability or death, distribution of his vested Account balance shall be made or commence no
later than the close of the sixth Plan Year following the Plan Year in which he terminated
employment. However, if the vested balance of a Participant’s Account (including any
rollover contributions) exceeds $1,000, subject to the last paragraph of this Section,
distribution of his vested Account shall not be made or commence unless the Participant
otherwise requests in writing.”



III.




          The first sentence of Section 7.4(d) of the Plan is hereby amended to read as follows:





“Notwithstanding anything contained herein to the contrary, if the portion of the vested
balance of the Participant’s Account derived from funds transferred from a plan subject to
the provisions of Code Sections 401(a)(11) and 417 (including any rollover contributions)
does not exceed $1,000, distribution of the portion of the Participant’s vested Account
derived from funds transferred from a plan subject to the provisions of Code Sections
401(a)(11) and 417 shall be made in the form of a lump-sum payment.”



          EXECUTED this 29th day of December, 2005.




	 	 	 
	 

	 	POLYONE CORPORATION
	 
	 	 
	 

	 	/s/ Kenneth M. Smith
	 

	 	By: Kenneth M. Smith
	 

	 	          Vice President and
	 

	 	           Chief Human Resources Officer






 









 





AMENDMENT NO. 11

TO THE

POLYONE RETIREMENT SAVINGS PLAN

(Effective June 1, 2003)




          PolyOne Corporation (the “Company”) hereby adopts this Amendment No. 11 to the PolyOne
Retirement Savings Plan (Effective June 1, 2003), as previously amended (the “Plan”), effective
August 15, 2006. Words and phrases used herein with initial capital letters that are defined in
the Plan are used herein as so defined.




I.




          Article I of the Plan is hereby amended by the addition of the following new Section
immediately following Section 1.6A to read as follows:





	 	“1.6B	 	 ‘DENNIS CHEMICAL PLAN’ shall mean the Dennis Chemical Company, Inc. 401(k)
Plan, as of the effective date of the merger of the Dennis Chemical Plan with and into
the Plan.”





II.




          Section 1.8 of the Plan is hereby amended in its entirety to read as follows:





	 	“1.8	 	 ‘EFFECTIVE DATE.’ The Effective Date of this Plan is June 1, 2003. This Plan
supersedes the terms of the Merged Plans as of June 1, 2003; the terms of the
Subsequently Merged Plans as of January 1, 2004; the December 1, 2004 Merged Plans as
of December 1, 2004; and the terms of the Dennis Chemical Plan and the Wilflex Plan as
of the effective date(s) of the mergers of those plans with and into this Plan. The
rights of any Participant with respect to the Merged Plan, the Subsequently Merged
Plan, the December 1, 2004 Merged Plan, the Dennis Chemical Plan, or the Wilflex Plan
who separated from the Employer’s Service prior to such dates shall be established
under the terms of the Merged Plan, the Subsequently Merged Plan, the December 1, 2004
Merged Plan, the Dennis Chemical Plan, or the Wilflex Plan, as applicable, in effect at
the time of the Participant’s separation from Service, unless the Participant
subsequently returns to Service with the Employer. Rights of spouses
and Beneficiaries of such Participant shall also be governed by those documents.”





 









 




III.




          The first sentence of the second paragraph of Section 2.1 of the Plan is hereby amended to
read as follows:





“Any Participant who was a participant in a Merged Plan as of May 31, 2003, a Subsequently
Merged Plan as of December 31, 2003, a December 1, 2004 Merged Plan as of November 30, 2004,
or the Dennis Chemical Plan or Wilflex Plan as of the effective date(s) of the mergers of
such plans with and into the Plan shall be credited with any prior ‘Years of Service’
credited under the Merged Plan, the Subsequently Merged Plan, the December 1, 2004 Merged
Plan, the Dennis Chemical Plan or the Wilflex Plan, as applicable, as of such date.”



V.




          The first paragraph of Section 3.1 of the Plan is hereby amended to read as follows:





“PARTICIPATION. Any participant in a Merged Plan as of May 31, 2003 shall become a
Participant in the Plan as of June 1, 2003. Any participant in a Subsequently Merged Plan
as of December 31, 2003 shall become a Participant in the Plan as of January 1, 2004. Any
participant in a December 1, 2004 Merged Plan as of November 30, 2004, to the extent that
such participant is not already a Participant in the Plan, shall become a Participant in the
Plan as of December 1, 2004. Any participant in the Dennis Chemical Plan or the Wilflex
Plan as of the effective date(s) of the mergers of such plans with and into the Plan, to the
extent that such participant is not already a Participant in the Plan on such date, shall
become a Participant in the Plan as of that date.”



 









 





VI.




          The first sentence of Section 6.1 of the Plan is hereby amended to read as follows:





“A Participant shall at all times have a nonforfeitable (vested) right to his Account
derived from elective deferrals, after-tax contributions, Employer matching contributions,
Fail-Safe Contributions and Qualified Matching Contributions as defined in Section 10.2, any
dividends paid on Employer Stock credited to his Account, any rollovers or transfers from
other plans, and any other contributions made on his behalf, or transferred to the Plan on
his behalf (including amounts transferred from the Dennis Chemical Plan and the Wilflex
Plan), other than retirement contributions made under Section 4.2(b) or any Employer
retirement contributions transferred from a Merged Plan, a Subsequently Merged Plan or a
December 1, 2004 Merged Plan, as adjusted for investment experience.



               EXECUTED this 29th day of June, 2006.



	 	 	 	 	 	 	 
	 	 	POLYONE CORPORATION
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Kenneth M. Smith
 

	 	 
	 
	 

	 	 	 	      Title:	 	 






 









 





AMENDMENT NO. 12

TO THE

POLYONE RETIREMENT SAVINGS PLAN

(Effective June 1, 2003)




          PolyOne Corporation (the “Company”) hereby adopts this Amendment No. 12 to the PolyOne
Retirement Savings Plan (Effective June 1, 2003), as previously amended (the “Plan”), effective
November 1, 2006. Words and phrases used herein with initial capital letters that are defined in
the Plan are used herein as so defined.




I.




          Article I of the Plan is hereby amended by the addition of the following new Section
immediately following Section 1.25 to read as follows:





	 	“1.25A	 	 ‘WILFLEX PLAN’ shall mean the Wilflex Savings Plan, as of the effective date
of the merger of the Wiflex Savings Plan with and into the Plan.”





II.




          Section 1.8 of the Plan is hereby amended in its entirety to read as follows:





	 	“1.8	 	 ‘EFFECTIVE DATE.’ The Effective Date of this Plan is June 1, 2003. This Plan
supercedes the terms of the Merged Plans as of June 1, 2003; the terms of the
Subsequently Merged Plans as of January 1, 2004; the December 1, 2004 Merged Plans as
of December 1, 2004; and the terms of the Dennis Chemical Plan and the Wilflex Plan as
of the effective date(s) of the mergers of those plans with and into this Plan. The
rights of any Participant with respect to the Merged Plan, the Subsequently Merged
Plans, the December 1, 2004 Merged Plan, the Dennis Chemical Plan, or the Wilflex Plan
who separated from the Employer’s Service prior to such dates shall be established
under the terms of the Merged Plan, the Subsequently Merged Plans, the December 1, 2004
Merged Plan, the Dennis Chemical Plan, or the Wilflex Plan, as applicable, in effect at
the time of the Participant’s separation from Service, unless the Participant
subsequently returns to Service with the Employer. Rights of spouses and Beneficiaries
of such Participants shall also be governed by those documents.”





III.



The first sentence of the second paragraph of Section 2.1 of the Plan is hereby amended to read as
follows:




1









 






“Any Participant who was a participant in a Merged Plan as of May 31,
2003, a Subsequently Merged Plan as of December 31, 2003, a December
1, 2004 Merged Plan as of November 30, 2004, or the Dennis Chemical
Plan or Wilflex Plan as of the effective date(s) of the mergers of
such plans with and into the Plan shall be credited with any prior
‘Years of Service’ credited under the Merged Plan, the Subsequently
Merged Plan, the December 1, 2004 Merged Plan, the Dennis Chemical
Plan or the Wilflex Plan, as applicable, as of such date.”



IV.



The first paragraph of Section 3.1 of the Plan is hereby amended to read as follows:





“PARTICIPATION. Any participant in a Merged Plan as of May 31, 2003
shall become a Participant in the Plan as of June 1, 2003. Any
participant in a Subsequently Merged Plan as of December 31, 2003
shall become a Participant in the Plan as of January 1, 2004. Any
participant in a December 1, 2004 Merged Plan as of November 30, 2004,
to the extent that such participant is not already a Participant in
the Plan, shall become a Participant in the Plan as of December 1,
2004. Any participant in the Dennis Chemical Plan or the Wilflex Plan
as of the effective date(s) of the mergers of such plans with and into
the Plan, to the extent that such participant is not already a
Participant in the Plan on such date, shall become a Participant in
the Plan as of that date.”



V.



The first sentence of Section 6.1 of the Plan is hereby amended to read as follows:





“A Participant shall at all times have a nonforfeitable (vested) right
to his Account derived from elective deferrals, after-tax
contributions, Employer matching contributions, Fail-Safe
Contributions and Qualified Matching Contributions as defined in
Section 10.2, any dividends paid on Employer Stock credited to his
Account, any rollovers or transfers from other plans, and any other
contributions made on his behalf, or transferred to the Plan on his
behalf (including amounts transferred from the Dennis Chemical Plan
and the Wilflex Plan), other than retirement contributions made under
Section 4.2(b) or any Employer retirement contributions transferred
from a Merged Plan, a Subsequently Merged Plan or a December 1, 2004
Merged Plan, as adjusted for investment experience.”



          EXECUTED this 29th day of September, 2006.




	 	 	 	 	 	 	 
	 	 	POLYONE CORPORATION
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Kenneth M. Smith
 

	 	 






2









 





AMENDMENT NO. 13

TO THE

POLYONE RETIREMENT SAVINGS PLAN

(Effective June 1, 2003)




          PolyOne Corporation (the “Company”) hereby adopts this Amendment No. 12 to the PolyOne
Retirement Savings Plan (Effective June 1, 2003), as previously amended (the “Plan”), effective
November 1, 2006. Words and phrases used herein with initial capital letters that are defined in
the Plan are used herein as so defined.




I.




          The second sentence of Section 8.1(b) of the Plan is hereby amended to read as follows:





“Provided, however, that in no event shall any portion of a Participant’s loan be derived
from amounts transferred directly from a money purchase pension plan, Employer retirement
and/or transition contributions made on behalf of the Participant, any Employer matching
contributions made on behalf of the Participant which are invested in the Employer Stock
fund other than by the Participant’s investment direction, or Employer Profit Sharing
Contributions (as such term is defined in the Wilflex Plan) made to the Wilflex Plan on
behalf of the Participant.”



II.




          The first sentence of Section 8.2 of the Plan is hereby amended to read as follows:





“In the case of a financial hardship resulting from a proven immediate and heavy financial
need, a Participant may receive a distribution not to exceed the lesser of (i) the vested
value of the Participant’s Account attributable to (A) his elective deferrals (excluding any
elective deferrals contributed by the Participant to the Wilflex Plan in excess of the
amount reflected in the “hardship accumulator” in the records of the Wilflex Plan as of the
date of the merger of the Wilflex Plan into the Plan), without regard to earnings thereon
after December 31, 1988, (B) any rollover contributions (excluding any rollover
contributions transferred from the Occidental Petroleum Corporation Savings Plan to a
December 1, 2004 Merged Plan), including earnings thereon, and (C) any after-tax
contributions, including earnings thereon or (ii) the amount necessary to satisfy the
financial hardship.”



               EXECUTED this 1st day of November, 2006.



3









 





	 	 	 	 	 	 	 
	 	 	POLYONE CORPORATION
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Kenneth M. Smith	 	 
	 

	 	 	 	 

	 	 







4









 





AMENDMENT NO. 14

TO THE

POLYONE RETIREMENT SAVINGS PLAN

(Effective June 1, 2003)




     PolyOne Corporation (the “Company”) hereby adopts this Amendment No. 14 to the PolyOne
Retirement Savings Plan (Effective June 1, 2003), as previously amended (the “Plan”), effective
January 1, 2006. Words and phrases used herein with initial capital letters that are defined in
the Plan are used herein as so defined.



I.




     The last sentence of the first paragraph of Section 4.1(e) of the Plan is hereby deleted from
the Plan.



II.




     The first sentence of the second paragraph of Section 8.2 of the Plan is hereby amended to
read as follows:




“Hardship distributions under this Section shall be deemed to be the result of an immediate
and heavy financial need if such distribution is to (a) pay expenses for (or necessary to
obtain) medical care that would be deductible under Section 213(d) of the Code (determined
without regard to whether the expenses exceed 7.5% of adjusted gross income), (b) purchase
the principal residence of the Participant (excluding mortgage payments), (c) pay tuition
and related educational fees for up to the next twelve months of post-secondary education
for the Participant, the Participant’s spouse, children or dependents (as defined in Section
152 of the Code, and, for taxable years beginning on or after January 1, 2005, without
regard to Section 152(b)(1), (b)(2) or (d)(1)(B) of the Code), (d) prevent the eviction of
the Participant from his principal residence or foreclosure on the mortgage of the
Participant’s principal residence, (e) pay for burial or funeral expenses for the
Participant’s deceased parent, spouse, children or dependents (as defined in Section 152 of
the Code, and, for taxable years beginning on or after January 1, 2005, without regard to
Section 152(d)(1)(B) of the Code), (f) pay expenses for the repair of damage to the
Participant’s principal residence that would qualify for the casualty deduction under
Section 165 of the Code (determined without regard to whether the loss exceeds 10% of
adjusted gross income) or (g) any other financial need which the Commissioner of Internal
Revenue, through the publication or revenue rulings, notices and other documents of general
applicability, may from time to time designate as a deemed immediate and heavy financial
need.”



 









 





III.





     Clauses (2) and (3) of the third paragraph of Section 8.2 of the Plan are hereby amended to
read as follows:




	 	“(2) 	 	 The Participant has obtained all distributions, other than hardship
distributions (including the distribution of any ESOP dividends under Section 404(k) of
the Code, including distributions pursuant to the second paragraph of Section 5.1(c)),
and all nontaxable (at the time of the loan) loans currently available under all plans
maintained by the Employer (including, without limitation, any qualified and
non-qualified deferred compensation plan and any cash or deferred arrangement that is
part of a cafeteria plan (other than mandatory employee contributions under a welfare
plan or pension plan));
	 
	 	(3)	 	The Participant is prohibited, under the terms of the Plan or an otherwise
legally enforceable agreement, from making elective deferrals to the Plan and all other
plans maintained by the Employer (or reinvesting any dividends in the Plan pursuant to
the second paragraph of Section 5.1(c)), for six (6) months after receipt of the
hardship distribution. For this purpose, the phrase “all other plans maintained by the
Employer” means all qualified and nonqualified plans of deferred compensation
maintained by the Employer. The phrase also includes a stock option, stock purchase,
or similar plan, or a cash or deferred arrangement that is part of a cafeteria plan
within the meaning of Section 125 of the Code (other than mandatory employee
contributions under a welfare plan or pension plan).”





IV.





     Section 10.2 of the Plan is hereby amended to read as follows:




	 	“10.2	 	 LIMITATIONS ON 401(K) CONTRIBUTIONS. The nondiscrimination requirements of
Code Section 401(k) will be met by the Plan pursuant to the ADP safe harbor provisions
of Code Section 401(k)(12) and Section 1.401(k)-3 of the IRS Treasury Regulations. The
safe harbor contribution will be the matching safe harbor contribution.”





V.





     Section 10.3 of the Plan is hereby amended to read as follows:




	 	“10.3	 	 NONDISCRIMINATION TEST FOR EMPLOYER MATCHING CONTRIBUTIONS AND AFTER-TAX
CONTRIBUTIONS. The nondiscrimination requirements of Code Section 401(m) will be met
by the Plan pursuant to the ACP safe harbor provisions of Code Section 401(m)(11) and




 









 






	 	 	 	Section 1.401(m)-3 of the IRS Treasury Regulations. The safe harbor contribution
will be the matching safe harbor contribution.”





EXECUTED this 14th day of December, 2006.




	 	 	 	 	 	 	 
	 	 	POLYONE CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kenneth M. Smith	 	 
	 

	 	 	 	Title: