exv10w30






Exhibit 10.30




RENT-A-CENTER, INC.

401(k) RETIREMENT SAVINGS PLAN




As Amended and Restated

Generally Effective as of January 1, 2007




 









 





RENT-A-CENTER, INC.

401(k) RETIREMENT SAVINGS PLAN




TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I DEFINITIONS
	 	 	2	 
	 
	 	 	 	 
	ARTICLE II ELIGIBILITY
	 	 	15	 
	2.1 Initial Eligibility Requirements
	 	 	15	 
	2.2 Treatment of Interruptions of Service
	 	 	16	 
	2.3 Change in Status
	 	 	17	 
	 
	 	 	 	 
	ARTICLE III CONTRIBUTIONS
	 	 	17	 
	3.1 Pre-Tax Contributions
	 	 	17	 
	3.2 Matching Contributions
	 	 	19	 
	3.3 Profit Sharing Contributions
	 	 	19	 
	3.4 Discretionary Contributions
	 	 	19	 
	3.5 Form of Contributions
	 	 	20	 
	3.6 Timing of Contributions
	 	 	20	 
	3.7 Contingent Nature of Company Contributions
	 	 	20	 
	3.8 Restoration Contributions
	 	 	21	 
	3.9 USERRA Compliance
	 	 	21	 
	3.10 Catch-up Contributions
	 	 	21	 
	 
	 	 	 	 
	ARTICLE IV ROLLOVERS AND TRANSFERS BETWEEN PLANS
	 	 	22	 
	4.1 Rollover Contributions
	 	 	22	 
	4.2 Transfer Contributions
	 	 	23	 
	4.3 Spin-offs to Other Plans
	 	 	23	 
	 
	 	 	 	 
	ARTICLE V PARTICIPANTS’ ACCOUNTS: CREDITING AND ALLOCATIONS
	 	 	24	 
	5.1 Establishment of Participants’ Account
	 	 	24	 
	5.2 Allocation and Crediting of Pre-Tax, Matching, Profit Sharing,
Rollover and Transfer Contributions
	 	 	24	 
	5.3 Allocation and Crediting of Discretionary Contributions
	 	 	24	 
	5.4 Crediting of Restoration Contributions
	 	 	25	 
	5.5 Allocation of Forfeitures
	 	 	25	 
	5.6 Allocation and Crediting of Investment Experience
	 	 	25	 
	5.7 Notice to Participants of Account Balances
	 	 	26	 
	5.8 Good Faith Valuation Binding
	 	 	26	 
	5.9 Errors and Omissions in Accounts
	 	 	26	 
	 
	 	 	 	 
	ARTICLE VI CONTRIBUTION AND SECTION 415 LIMITATIONS AND NONDISCRIMINATION REQUIREMENTS
	 	 	27	 
	6.1 Deductibility Limitations
	 	 	27	 
	6.2 Maximum Limitation on Elective Deferrals
	 	 	27	 






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	 	 	Page	 
	6.3 Nondiscrimination Requirements for Pre-Tax Contributions
	 	 	28	 
	6.4 Nondiscrimination Requirements for Matching Contributions
	 	 	30	 
	6.5 Order of Application
	 	 	33	 
	6.6 Code Section 415 Limitations on Maximum Contributions
	 	 	33	 
	6.7 Construction of Limitations and Requirements
	 	 	35	 
	 
	 	 	 	 
	ARTICLE VII INVESTMENTS
	 	 	36	 
	7.1 Establishment of Trust Account
	 	 	36	 
	7.2 Investment Fund
	 	 	36	 
	7.3 Participant Direction of Investments
	 	 	36	 
	7.4 Valuation
	 	 	38	 
	7.5 Voting and Tender Offer Rights
	 	 	39	 
	7.6 Fiduciary Responsibilities for Investment Directions
	 	 	41	 
	7.7 Appointment of Investment Manager; Authorization to Invest in
Collective Trust
	 	 	41	 
	7.8 Purchase of Life Insurance
	 	 	42	 
	7.9 Transition Rule
	 	 	42	 
	7.10 Effective Date of Employer Stock Fund Amendments
	 	 	42	 
	 
	 	 	 	 
	ARTICLE VIII VESTING IN ACCOUNTS
	 	 	42	 
	8.1 General Vesting Rule
	 	 	42	 
	8.2 Vesting Upon Attainment of Normal Retirement Age, Death or
Disability
	 	 	43	 
	8.3 Timing of Forfeitures and Vesting after Restoration Contribution

	 	 	43	 
	8.4 Vesting after Delayed or In-Service Distribution
	 	 	44	 
	8.5 Amendment to Vesting Schedule
	 	 	44	 
	 
	 	 	 	 
	ARTICLE IX PAYMENT OF BENEFITS FROM ACCOUNTS
	 	 	45	 
	9.1 Benefits Payable Upon Separation From Service for Reasons Other
Than Death
	 	 	45	 
	9.2 Death Benefits
	 	 	47	 
	9.3 Forms of Distribution
	 	 	48	 
	9.4 Cash-Out Payment of Benefit
	 	 	48	 
	9.5 Qualified Domestic Relations Orders
	 	 	49	 
	9.6 Beneficiary Designation
	 	 	49	 
	9.7 Claims and Appeal Procedures
	 	 	50	 
	9.8 Explanation of Rollover Distributions
	 	 	50	 
	9.9 Unclaimed Benefits
	 	 	51	 
	9.10 Transition Rule
	 	 	51	 
	9.11 Distribution Upon Severance from Employment
	 	 	51	 
	9.12 Minimum Distribution Requirements
	 	 	51	 
	 
	 	 	 	 
	ARTICLE X WITHDRAWALS AND LOANS
	 	 	56	 
	10.1 Hardship Withdrawals
	 	 	56	 
	10.2 Age 591/2 Withdrawals
	 	 	57	 
	10.3 Rollover Account and After-Tax Account Withdrawals
	 	 	57	 
	10.4 Source of Withdrawal Amounts
	 	 	57	 
	10.5 Election to Withdraw
	 	 	57	 






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	 	 	Page	 
	10.6 Payment of Withdrawal
	 	 	57	 
	10.7 Loans to Participants
	 	 	58	 
	10.8 Transition Rule
	 	 	58	 
	 
	 	 	 	 
	ARTICLE XI ADMINISTRATION
	 	 	58	 
	11.1 Plan Administrator
	 	 	58	 
	11.2 Powers and Responsibility
	 	 	58	 
	11.3 Reporting and Disclosure
	 	 	59	 
	11.4 Construction of the Plan
	 	 	59	 
	11.5 Assistants and Advisors
	 	 	59	 
	11.6 Investment Authority
	 	 	60	 
	11.7 Direction of Trustee
	 	 	60	 
	11.8 Bonding
	 	 	60	 
	11.9 Indemnification
	 	 	60	 
	 
	 	 	 	 
	ARTICLE XII ALLOCATION OF AUTHORITY AND RESPONSIBILITIES
	 	 	61	 
	12.1 Controlling Company and Board
	 	 	61	 
	12.2 Trustee
	 	 	61	 
	12.3 Limitations on Obligations of Fiduciaries
	 	 	61	 
	12.4 Delegation
	 	 	61	 
	12.5 Multiple Fiduciary Role
	 	 	62	 
	 
	 	 	 	 
	ARTICLE XIII AMENDMENT, TERMINATION AND ADOPTION
	 	 	62	 
	13.1 Amendment
	 	 	62	 
	13.2 Termination
	 	 	62	 
	13.3 Adoption of the Plan by a Participating Company
	 	 	63	 
	13.4 Merger, Consolidation and Transfer of Assets or Liabilities

	 	 	64	 
	 
	 	 	 	 
	ARTICLE XIV TOP-HEAVY PROVISIONS
	 	 	65	 
	14.1 Top-Heavy Plan Years
	 	 	65	 
	14.2 Determination of Top-Heavy Status
	 	 	65	 
	14.3 Top-Heavy Minimum Contribution
	 	 	68	 
	14.4 Top-Heavy Minimum Vesting
	 	 	69	 
	14.5 Construction of Limitations and Requirements
	 	 	69	 
	 
	 	 	 	 
	ARTICLE XV MISCELLANEOUS
	 	 	70	 
	15.1 Nonalienation of Benefits and Spendthrift Clause
	 	 	70	 
	15.2 Headings
	 	 	71	 
	15.3 Construction, Controlling Law
	 	 	71	 
	15.4 No Contract of Employment
	 	 	71	 
	15.5 Legally Incompetent
	 	 	71	 
	15.6 Heirs, Assigns and Personal Representatives
	 	 	71	 
	15.7 Title to Assets, Benefits Supported Only By Trust Fund
	 	 	71	 
	15.8 Legal Action
	 	 	72	 
	15.9 Severability
	 	 	72	 
	15.10 Exclusive Benefit: Refund of Contributions
	 	 	72	 
	15.11 Predecessor Service
	 	 	73	 






iii









 






	 	 	 	 	 
	 	 	Page	 
	15.12 Plan Expenses
	 	 	73	 
	15.13 Residents of Puerto Rico
	 	 	73	 







iv









 








RENT-A-CENTER, INC.

401(k) RETIREMENT SAVINGS PLAN




     Rent-A-Center, Inc., a holding company duly organized and existing under the laws of the State
of Delaware (the “Controlling Company”), hereby amends and restates the Rent-A-Center, Inc. 401(k)
Retirement Savings Plan (the “Plan”) generally effective as of January 1, 2007.



STATEMENT OF PURPOSE




     A. The Plan initially was adopted effective as of October 1, 1997 under the name Renters
Choice, Inc. 401(k) Retirement Savings Plan. Effective January 1, 1999, the Thorn Americas 401(k)
Savings Plan was merged into the Plan, and, in connection with such merger, the Plan was amended
and restated and its name was changed to the Rent-A-Center, Inc. 401(k) Retirement Savings Plan.



     B. The Plan has been amended from time-to-time since the 1999 restatement, including amendment
and restatements effective January 1, 2001 and January 1, 2003 and subsequent amendments.



     C. The Plan is hereby amended and restated effective January 1, 2007 (the “Effective Date”)
(except where otherwise specifically provided) to incorporate the provisions of Amendments No. One
and Two to the Plan; except to the extent that the failure to retroactively make any provisions
effective prior to the Effective Date would result in the Plan (as it existed prior to the
Effective Date) containing a disqualifying provision, as defined in Treasury Regulations Section
1.401(b)-1 (as modified by any Treasury guidance), or an operational defect, as defined in Revenue
Procedure 2006-27, in which case such provision (and any definitions pertinent to the application
of such provision) will be retroactively effective to the date which will result in no such
disqualifying provision or operational defect in the Plan prior to the Effective Date. The Plan,
as set forth in this document, is intended and should be construed as a restatement and
continuation of the Plan as previously in effect, as so amended.



     D. The purpose of the Plan is to provide certain benefits for the Employers’ Eligible
Employees and their Beneficiaries. It is the intention of the Controlling Company that the Plan
meet all of the requirements necessary or appropriate to qualify it as a 401(k) profit sharing plan
under Code Sections 401(a) and 401(k) and that the Trust made a part hereof be exempt from tax
under Code Section 501(a), and all provisions hereof shall be interpreted accordingly.



STATEMENT OF AGREEMENT




     To amend and restate the Plan with the purposes and goals as herein above described, the
Controlling Company hereby sets forth the terms and provisions of the Plan as follows:



1









 





ARTICLE I




DEFINITIONS




     For purposes of the Plan, the following terms, when initially capitalized, shall have the
meanings set forth below, unless a different meaning plainly is required by the context.



     1.1 Account shall mean, with respect to a Participant or Beneficiary, the amount of
money or other property in the Trust Fund, as is evidenced by the last balance posted in accordance
with the terms of the Plan to the account record established for such Participant or Beneficiary.
The Plan Administrator, as required by the terms of the Plan and otherwise as it deems necessary or
desirable in its sole discretion, may establish and maintain separate subaccounts for each
Participant and Beneficiary, provided allocations are made to such subaccounts in the manner
described in Article V of the Plan. “Account” shall refer to the aggregate of all separate
subaccounts or to individual, separate subaccounts, as the appropriate context requires.



     1.2 ACP or Average Contribution Percentage shall mean, with respect to a specified
group of Participants for a Plan Year, the average of the ratios (calculated separately for each
Participant in such group and rounded to the nearest 1/100th of a percent) of (i) the total of the
amount of Matching Contributions and, to the extent designated by the Plan Administrator, the other
elective and/or qualified nonelective contributions (excluding Pre-Tax, other elective and/or
qualified nonelective contributions counted for purposes of Section 6.3 and any Contributions
returned to a Participant or otherwise removed from his Account to correct excess Annual Additions)
actually paid to the Trustee on behalf of each such Participant for a specified Plan Year, to
(ii) such Participant’s Compensation for such specified Plan Year. If a Highly Compensated
Employee participates in the Plan and in one or more other plans of any Affiliates to which
matching or after-tax contributions are made (other than a plan for which aggregation with the Plan
is not permitted), the matching and after-tax contributions made with respect to such Highly
Compensated Employee shall be aggregated for purposes of determining his ACP. The ACP shall be
rounded to the nearest 1/100th of a percent and shall be calculated in a manner consistent with the
terms of Code section 401(m) and the regulations promulgated thereunder. If a Participant is
eligible to participate in the Plan for all or a portion of a Plan Year by reason of satisfying the
eligibility requirements of Article II but makes no Pre-Tax Contributions which are taken into
account (as described above) for purposes of calculating his ACP, and if he receives no allocations
of Matching Contributions or qualified nonelective contributions which are taken into account (as
described above) for purposes of calculating his ACP, such Participant’s ACP for such Plan Year
shall be zero.



     1.3 ACP Tests shall mean the nondiscrimination tests described in Section 6.4.



     1.4 Active Participants shall mean, for any Plan Year (or any portion thereof), any
Covered Employee who, pursuant to the terms of Article II, has been admitted to, and not removed
from, active participation in the Plan since the last date his employment commenced or recommenced.



2









 





     1.5 ADP or Actual Deferral Percentage shall mean, with respect to a specified group of
Participants for a Plan Year, the average of the ratios (calculated separately for each Participant
in such group and rounded to the nearest 1/100th of a percent) of (i) the total of the amount of
Pre-Tax Contributions and Discretionary Contributions (excluding Pre-Tax Contributions and
Discretionary Contributions, if any, designated by the Plan Administrator to be taken into account
under Section 6.4 to help satisfy the ACP Tests, or removed from a Participant’s Account to correct
excess Annual Additions) and, to the extent designated under Section 6.3(b) by the Plan
Administrator, other elective and/or qualified nonelective contributions (excluding qualified
nonelective contributions counted for purposes of Section 6.4(c)) made on behalf of each such
Participant for a specified Plan Year, to (ii) such Participant’s Compensation for such specified
Plan Year. If a Highly Compensated Employee participates in the Plan and one or more plans of any
Affiliates to which pre-tax contributions are made (other than a plan for which aggregation with
the Plan is not permitted), the pre-tax contributions made with respect to such Highly Compensated
Employee shall be aggregated for purposes of determining his ADP. The ADP shall be rounded to the
nearest 1/100th of a percent and shall be calculated in a manner consistent with the terms of Code
section 401(k) and the regulations promulgated thereunder. If a Participant is eligible to
participate in the Plan for all or a portion of a Plan Year by reason of satisfying the eligibility
requirements of Article II but makes no Pre-Tax Contributions and receives no allocation of
qualified nonelective contributions that are taken into account for purposes of the ADP Tests, such
Participant’s ADP for such Plan Year shall be zero percent.



     1.6 ADP Tests shall mean the nondiscrimination tests described in Section 6.3.



     1.7 Affiliate shall mean (i) a Participating Company, and (ii) any company, person or
organization which, on such date (A) is a member of the same controlled group of corporations
(within the meaning of Code section 414(b)) as is a Participating Company; (B) is a trade or
business (whether or not incorporated) which controls, is controlled by or is under common control
(within the meaning of Code section 414(c)) with a Participating Company; (C) is a member of an
affiliated service group (as defined in Code section 414(m)) which includes a Participating
Company; or (D) is required to be aggregated with a Participating Company pursuant to regulations
promulgated under Code section 414(o); provided, solely for purposes of Section 6.6, the term
“Affiliate” as defined in this Section shall be deemed to include any corporation that would be an
Affiliate if the phrase “more than 50 percent” were substituted for the phrase “at least 80
percent” in each place the latter phrase appears in Code section 1563(a)(1).



     1.8 After-Tax Account shall mean the separate subaccount established and maintained on
behalf of a Participant or Beneficiary to reflect his interest in the Trust Fund attributable to
after-tax contributions made to the Thorn Americas Plan prior to January 1, 1998.



     1.9 Annual Addition shall mean the sum of the amounts described in Section 6.6(c)(1).



     1.10 Beneficiary shall mean the person(s) designated in accordance with Section 9.6,
to receive any death benefits that may be payable under the Plan upon the death of a Participant.



3









 





     1.11 Benefit Commencement Date shall mean, with respect to a Participant or
Beneficiary, the first day of the first period for which payment of his benefit under the Plan is
scheduled to commence, either as a result of his written election or by operation of the Plan.



     1.12 Board shall mean the board of directors of the Controlling Company. A reference
to the board of directors of any other Participating Company shall specify it as such.



     1.13 Break in Service shall mean, with respect to periods of severance of an Employee
beginning on and after January 1, 1999, a period of 12 consecutive months beginning on a post-1998
Severance Date or a post-1998 anniversary of such date, during which such Employee does not
complete an Hour of Service. For purposes of determining whether or not the Employee has incurred
a Break in Service, and solely for the purpose of avoiding a Break in Service, an Employee absent
from work due to a Maternity or Paternity Leave shall not have a Break in Service until the second
anniversary of the first day of such absence from employment, provided that the period between the
first and second anniversary of such first day of absence is not a period of service for any other
purpose.



     For the purpose of determining whether or not an Employee has incurred a Break in Service, and
solely for the purpose of avoiding a Break in Service, to the extent required under the Family and
Medical Leave Act of 1993 and the regulations thereunder, an Employee shall be deemed to be
performing services for an Affiliate during any period the Employee is granted leave under such Act
for (i) the birth of a child, (ii) the placement with the Employee of a child for adoption or
foster care, (iii) to care for a spouse, child or parent of the Employee with a serious health
condition, or (iv) for a serious health condition that makes the Employee unable to perform the
functions of the Employee’s job.



     1.14 Business Day shall mean each day on which the Trustee operates and is open to the
public for its business. If more than one trust is used as a funding vehicle for the Plan,
Business Day shall be determined by reference to the institutional Trustee; provided, if there is
more than one institutional Trustee, the Plan Administrator shall designate and specify the
institutional Trustee with respect to which Business Day shall be determined.



     1.15 Catch-up Contributions shall mean contributions made pursuant to Section 3.10 of
the Plan and Code Section 414(v).



     1.16 Catch-up Contribution Election shall mean an election by an Active Participant
directing the Participating Company of which he is an Employee to withhold an amount from his
current Compensation and to contribute such withheld amount to the Plan as a Catch-up Contribution.
In order to make a Catch-up Contribution Election, a Participant shall meet the eligibility
requirements of Section 3.10 and shall have made an election to make Pre-Tax Contributions up to
the Maximum Deferral Amount.



     1.17 Code shall mean the Internal Revenue Code of 1986, as amended.



     1.18 Company Contributions shall mean Pre-Tax, Catch-up, Matching, Profit Sharing and
Discretionary Contributions made by the Participating Companies pursuant to the terms of the Plan.



4









 





     1.19 Company Stock shall mean Company Stock issued by the Controlling Company which
constitutes “qualifying employer securities” under Code section 4975(e)(8). In the event Company
Stock or other qualifying employer securities are or become not readily tradeable on an established
securities market, the fair market value thereof shall be as determined by an independent appraiser
meeting requirements similar to those contained in Treasury Regulations promulgated under Code
section 170(a)(1).



     1.20 Compensation shall have the meaning set forth in subsection (a), (b), (c) or (d)
hereof, whichever is applicable:




     (a) Benefit Compensation. For purposes of determining the amount of Pre-Tax
Contributions under Section 3.1, determining the amount of Matching Contributions and Profit
Sharing Contributions under Section 3.2 and 3.3, and allocating Discretionary Contributions
under Section 5.3, and for all other purposes except those set forth in Subsections (b),
(c), (d) and (e) hereof, “Compensation” shall mean, for any Plan Year, the total of the
amounts described in subsections (1) and (2) minus the amounts described in subsections (3),
(4), and (5), as follows:




     (1) All amounts that are wages within the meaning of Code section 3401(a) and
all other payments of compensation to an employee by his employer (in the course of
the employees trade or business) for which the employer is required to furnish the
employee a written statement under Code section 6041(d), section 6051(a)(3) and
section 6052; provided, such amounts shall be determined without regard to any rules
under Code section 3401 that limit remuneration included in wages based on the
nature or location of the employment or the services performed (such as the
exception for agricultural labor in Code section 3401(a)(2)); plus




     (2) all pre-tax, salary deferral or reduction contributions made to the Plan
and other Section 401(k), Section 125 and Section 132 plans of the Affiliates on
behalf of a Participant for such Plan Year (including any contributions made under
Code section 402(e)(3), section 402(h)(1)(B) or section 403(b)); minus




     (3) all amounts included in subsection (1) or (2) that consist of
reimbursements or other expense allowances, fringe benefits (cash and noncash),
moving expenses, deferred compensation and welfare benefits (even if includable in
gross income); minus




     (4) any amounts paid or made available to a Participant during the Plan Year
while he is not actively participating in the Plan; minus




     (5) all Compensation in excess of $200,000 (as determined under Code
section 401(a)(17) and adjusted by the Secretary of the Treasury under such Code
section for cost of living expenses).




     (b) Section 415 Compensation. Solely for purposes of Section 6.1 (relating to
maximum deductible contribution limitations under Code section 404), Section 6.6 (relating
to maximum contribution and benefit limitations under Code section 415) and



5









 







Section 14.3 (relating to minimum Contributions under a Top-Heavy Plan), “Compensation”
shall mean, with respect to a Participant for a specified period, the amounts from all
Affiliates referred to in subsection (a)(1) hereof. “Compensation” as determined hereunder
shall also include any elective deferrals as defined in Section 402(g)(3) and any deferrals
made pursuant to Code sections 125, 132 or 457.




     (c) Key Employee Compensation. Solely for purposes of determining which
Employees are Key Employees under Section 14.2 and which Employees are Highly Compensated
Employees under Section 1.43, for any applicable Plan Year, “Compensation” shall mean the
total of the amounts from all Affiliates determined under subsections (a)(1), (a)(2) and
(a)(5) hereof.




     (d) Testing Compensation. For purposes of performing discrimination testing to
ensure compliance with Code section 401(a)(4), section 401(k) and section 401(m),
“Compensation” generally shall be defined separately for the Controlling Company and its
Affiliates as the amounts determined under subsections (a)(1), (a)(2), (a)(4), and (a)(5);
provided, on a Plan Year-by-Plan Year basis, the Plan Administrator may elect to use the
definition of “Compensation” as set forth in subsection (b) or (c) hereof or any other
definition that satisfies the nondiscrimination requirements of Code section 414(s).



     1.21 Contributions shall mean, individually or collectively, the Pre-Tax, Catch-up,
Matching, Profit Sharing, Discretionary, Rollover and Transfer Contributions permitted under the
Plan.



     1.22 Controlling Company shall mean Rent-A-Center, Inc., a Delaware holding company,
and its successors which adopt the Plan.



     1.23 Covered Employee shall mean an Employee other than:




     (a) An Employee who is a nonresident alien who receives no earned income from an
Affiliate which constitutes income from sources within the United States;




     (b) An Employee who is a member of a collective bargaining unit, unless the terms of
the collective bargaining agreement between the Participating Company of the Employee and
the bargaining unit require that the Employee be eligible to participate in the Plan.




     (c) An individual classified as an independent contractor or leased employee under a
Participating Company’s customary worker classification procedures (whether or not such
individual is actually an Employee). The term “leased employee” means any person (other than
an employee of the recipient) who pursuant to an agreement between the recipient and any
other person (“leasing organization”) has performed services for the recipient (or the
recipient and related persons determined in accordance with Section 414(n)(6) of the Code)
on a substantially full time basis for a period of at least one (1) year and such services
are performed under the primary direction or control by the recipient. Contributions or
benefits provided a leased employee by the leasing organization which are attributable to
services performed for the recipient employer shall be treated as provided by the recipient
employer.



6









 






     A leased employee shall not be considered an employee of the recipient if (i) such
employee is covered by a money purchase pension plan providing: (1) a nonintegrated employer
contribution rate of at least ten percent (10%) of compensation, as defined in
Section 415(c)(3) of the Code, but not including amounts contributed by the employer
pursuant to a salary reduction agreement which is excludable from the employee’s gross
income under Section 125, Section 402(a)(8), Section 402(h) or Section 403(b) of the Code,
(2) immediate participation, and (3) full and immediate vesting; and (ii) leased employees
do not constitute more than twenty percent (20%) of the recipient’s workforce that are not
Highly-Compensated Employees.




     (d) an individual employed pursuant to an agreement providing that the individual is
not eligible to participate in the Plan.




     (e) an Employee whose basic compensation for services on behalf of a Participating
Company is not paid directly by the Participating Company or an Affiliate.




     (f) an individual who is not contemporaneously classified as an Employee of a
Participating Company’s payroll system. In the event such individual is reclassified as an
Employee for any purpose, including, without limitation, as a common law or statutory
employee, by any action of any third party, including, without limitation, any government
agency, or as a result of any private lawsuit, action, or administrative proceeding, such
individual will, notwithstanding such reclassification, remain ineligible for participation
hereunder and will not be considered a Covered Employee. In addition to and not in
derogation of the foregoing, the exclusive means for an individual who is not
contemporaneously classified as an Employee of a Participating Company’s payroll system to
become eligible to participate in this Plan is through an amendment to the Plan which
specifically renders such individual eligible for participation hereunder.



     1.24 Deferral Election shall mean an election by an Active Participant directing the
Participating Company of which he is an Employee to withhold a percentage of his current
Compensation from his paychecks and to contribute such withheld amounts to the Plan as Pre-Tax
Contributions, all as provided in Section 3.1.



     1.25 Defined Benefit Minimum shall mean the minimum benefit level as described in
Section 14.3(d).



     1.26 Defined Benefit Plan shall mean any qualified retirement plan maintained by an
Affiliate which is not a Defined Contribution Plan.



     1.27 Defined Contribution Minimum shall mean the minimum contribution level as
described in Section 14.3(c).



     1.28 Defined Contribution Plan shall mean a plan described in Section 6.6(c)(2).



     1.29 Determination Date shall mean the date described in Section 14.2(b)(1).



     1.30 Disability or Disabled shall mean a disability as determined under the Company’s
long-term disability plan. Any claims with respect to any determination of Disability under the



7









 







Company’s long-term disability plan shall be resolved under the claims procedures that apply
to such long-term disability plan. No determination of Disability shall be made under this Plan.



     1.31 Discretionary Contributions shall mean the amounts paid by each Participating
Company to the Trust Fund as provided in Section 3.4.



     1.32 Discretionary Account shall mean the separate subaccount established and
maintained on behalf of a Participant or Beneficiary to reflect his interest in the Trust Fund
attributable to Discretionary Contributions.



     1.33 Effective Date shall mean January 1, 2007, the date that this restatement of the
Plan generally shall be effective; provided, any effective date specified herein for any provision,
if different from the Effective Date, shall control.



     1.34 Elective Deferrals shall mean, with respect to a Participant for any calendar
year, the total amount of his Pre-Tax Contributions plus such other amounts as shall be determined
pursuant to the terms of Code section 402(g)(3).



     1.35 Eligible Participant shall mean, for purposes of allocating Discretionary
Contributions for any Plan Year, any Active Participant who was not a Highly Compensated Employee.



     1.36 Eligible Retirement Plan shall mean a plan which is a defined contribution plan,
the terms of which permit the acceptance of rollover distributions and which is either (i) an
individual retirement account described in Code section 408(a), (ii) an individual retirement
annuity described in Code section 408(b) (other than an endowment contract), (iii) a qualified
trust described in Code section 401(a) and exempt from tax under Code section 501(a), (iv) an
annuity plan described in Code section 403(a), (v) an annuity contract described in Section 403(b)
of the Code, or (vi) and 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 and which agrees to separately account for amounts transferred into such
plan from this Plan. The definition of Eligible Retirement Plan shall also apply in the case of
distribution to a Surviving Spouse or to a Spouse or former Spouse who is the alternate payee under
a qualified domestic relations order, as defined in Section 414(p) of the Code.



     1.37 Eligible Rollover Distribution shall mean any distribution to (i) a Participant,
(ii) his Surviving Spouse (after his death), or (iii) his Spouse or former Spouse who is his
alternate payee under a qualified domestic relations order (see Sections 9.5 and 15.1), of all or
any portion of the balance to his credit in a qualified trust (including any distribution to a
Participant of all or any portion of his Account); provided, an “Eligible Rollover Distribution”
shall not include (i) any distribution which is one of a series of substantially equal periodic
payments made, not less frequently than annually, (A) for the life (or life expectancy) of the
employee or the joint lives (or joint life expectancies) of the employee and his beneficiary, or
(B) for a specified period of 10 years or more, (ii) any distribution to the extent such
distribution is required under Code section 401(a)(9), (iii) the portion of any distribution that
is not includible in gross income of the employee, and (iv) any amount that is distributed on
account of hardship.



8









 





     1.38 Employee shall mean any individual who is employed by a Participating Company
including officers, but excluding independent contractors, and directors who are not officers or
otherwise employees.



     1.39 Employment Date shall mean the date on which an Employee first completes an Hour
of Service.



     1.40 Entry Date shall mean the first day of each calendar month during the period in
which the Plan remains in effect.



     1.41 ERISA shall mean the Employee Retirement Income Security Act of 1974, as amended.



     1.42 Forfeiture shall mean, for any Plan Year, the dollar amount of an Account of a
former Employee that is removed from the Account during such Plan Year.



     1.43 Highly Compensated Employee shall mean an employee of an Affiliate who:




     (a) was a five percent (5%) owner (“5 Percent owner”) during a Plan Year or during the
preceding Plan Year; or




     (b) received compensation from a Participating Company in excess of $80,000 (subject to
indexing as permitted by the Code and Treasury Regulations thereunder) during the preceding
Plan Year and, if the Company elects in accordance with Code Section 414(q), is in the group
consisting of the top twenty percent (20%) of the employees of the Participating Company
when ranked on the basis of compensation paid during such year.




     Notwithstanding the foregoing, the Controlling Company can elect to use compensation
received in the current Plan Year in lieu of compensation received in the preceding Plan
Year under Section 1.43(b) to the extent permitted by Code Section 414(q) and applicable
guidance of the Internal Revenue Service.




     For purposes of this Section 1.43, the term “compensation” means compensation as
defined in Section 415(c)(3) of the Code.




     A former employee shall be treated as a Highly Compensated Employee if:




     (1) Such employee was a Highly Compensated Employee when such employee
separated from service; or




     (2) Such employee was a Highly Compensated Employee at any time after attaining
age fifty-five (55).




     (c) Nonresident Aliens. For purposes of this Section, nonresident aliens who
receive no earned income from an Affiliate which constitutes income from sources within the
United States (as described in Code section 414(q)(8)) shall not be treated as employees.



9









 






     (d) Compliance with Code Section 414(q). The determination of who is a Highly
Compensated Employee shall be made in accordance with Code section 414(q) and the
regulations promulgated thereunder.



     1.44 Hour of Service shall mean each hour for which an Employee is paid, or entitled
to payment, for the performance of duties for an Affiliate.



     1.45 Investment Fund or Funds shall mean one or all of the investment funds
established from time to time pursuant to the terms of Section 7.2.



     1.46 Investment Manager shall mean an “investment manager” within the meaning of ERISA
Section 3(38).



     1.47 Key Employee shall mean any person described in Section 14.2(b)(2).



     1.48 Leave of Absence shall mean an excused leave of absence granted to an Employee by
an Affiliate in accordance with applicable federal or state law or the Affiliate’s personnel
policy. Among other things, Leave of Absence shall be granted to an Employee under such
circumstances as the Plan Administrator shall determine are fair, reasonable and equitable, as
applied uniformly among Employees under similar circumstances.



     1.49 Limitation Year shall mean the 12-month period ending on each December 31, which
shall be the “limitation year” for purposes of Code section 415 and the regulations promulgated
thereunder.



     1.50 Matching Account shall mean the separate subaccount established and maintained on
behalf of a Participant or Beneficiary to reflect his interest in the Trust Fund attributable to
Matching Contributions.



     1.51 Matching Contributions shall mean the amounts paid by each Participating Company
to the Trust Fund as a match to Participants’ Pre-Tax Contributions, as provided in Section 3.2.



     1.52 Maternity or Paternity Leave shall mean any period during which an Employee is
absent from work as an employee of an Affiliate (i) because of the pregnancy of such Employee;
(ii) because of the birth of a child of such Employee; (iii) because of the placement of a child
with such Employee in connection with the adoption of such child by such Employee; or (iv) for
purposes of such Employee caring for a child immediately after the birth or placement of such
child.



     1.53 Maximum Deferral Amount shall mean the maximum Pre-Tax Contribution that can be
made to this Plan, as determined under Section 402(g)(5), but shall not include Catch-up
Contributions.



     1.54 Named Fiduciary shall mean the Controlling Company, the Board, the Plan
Administrator and the Trustee.



     1.55 Non-Key Employee shall mean any person described in Section 14.2(b)(3).



10









 





     1.56 Normal Retirement Age shall mean age 62.



     1.57 Participant shall mean any person who has been admitted to, and has not been
removed from, participation in the Plan pursuant to the provisions of Article II. “Participant”
shall include Active Participants and former Employees who have an Account under the Plan.



     1.58 Participating Company shall mean any company that has adopted or hereafter may
adopt the Plan for the benefit of its employees and which continues to participate in the Plan, all
as provided in Section 13.3. Participating Companies as of the Effective Date are set out on
Schedule B.



     1.59 Permissive Aggregation Group shall mean the group of plans described in
Section 14.2(b)(4).



     1.60 Plan shall mean the Rent-A-Center, Inc. 401(k) Retirement Savings Plan as
contained herein and all amendments thereto. The Plan is intended to be a profit sharing plan
qualified under Code sections 401(a) and 401(k).



     1.61 Plan Year shall mean the 12-month period ending on each December 31.



     1.62 Pre-Tax Account shall mean the separate subaccount established and maintained on
behalf of a Participant or Beneficiary to reflect his interest in the Trust Fund attributable to
Pre-Tax Contributions.



     1.63 Pre-Tax Contributions shall mean the amounts paid by each Participating Company
to the Trust Fund at the election of Participants pursuant to Section 3.1(a).



     1.64 Prior Plan shall mean this Plan as in effect prior to January 1, 2007.



     1.65 Profit Sharing Account shall mean the separate subaccount established and
maintained on behalf of a Participant or Beneficiary to reflect his interest in the Trust Fund
attributable to Profit Sharing Contributions.



     1.66 Profit Sharing Contributions shall mean the amounts paid by each Participating
Company to the Trust Fund, as provided in Section 3.3.



     1.67 Qualified Nonelective Contributions shall mean the amounts paid by each
Participating Company to the Trust Fund as provided in Section 3.4.



     1.68 Qualified Spousal Waiver shall mean a written election executed by a Spouse,
delivered to the Plan Administrator and witnessed by a notary public or a Plan representative,
which consents to the payment of all or a specified portion of a Participant’s death benefit to a
Beneficiary other than such Spouse and which acknowledges that such Spouse has waived his right to
be the Participant’s Beneficiary under the Plan. A Qualified Spousal Waiver shall be valid only
with respect to the Spouse who signs it and shall apply only to the alternative Beneficiary
designated therein, unless the written election expressly permits other designations without
further consent of the Spouse. A Qualified Spousal Waiver shall be irrevocable unless revoked by
the Participant by way of (i) a written statement executed by the Participant and



11









 







delivered to the Plan Administrator, or (ii) a written revocation of the nonspouse Beneficiary
designation to which such Spouse has consented; provided, any such revocation must be received by
the Plan Administrator prior to the Participant’s date of death.



     1.69 Required Aggregation Group shall mean the group of plans described in
Section 14.2(b)(5).



     1.70 Restoration Contributions shall mean the amounts paid to the Trust Fund by or on
behalf of a rehired individual pursuant to Section 3.8.



     1.71 Rollover Account shall mean the separate subaccount established and maintained on
behalf of a Participant or Beneficiary to reflect his interest in the Trust Fund attributable to
Rollover Contributions.



     1.72 Rollover Contributions shall mean the amounts contributed to the Trust Fund (and
received and accepted by the Trustee) as “rollover” contributions received from an Eligible
Retirement Plan as defined in Code section 402(c) and Section 1.36 of the Plan. An amount shall be
treated as a Rollover Contribution only to the extent that its acceptance by the Trustee is
permitted under the Code (including the regulations and rulings promulgated thereunder).
Notwithstanding the foregoing, the Plan shall not accept a rollover contribution from any plan or
account which has an after-tax account or from any plan which requires that distributions be made
in any form other than a single sum distribution.



     1.73 Severance Date shall mean, with respect to an Employee of an Affiliate, the
earlier of:




     (a) the date on which such Employee quits, retires, is discharged or dies; or




     (b) the first anniversary of the first date such Employee is absent from employment
with all Affiliates (with or without pay) for any other reason (for example, vacation,
Disability, Leave of Absence or layoff).



     1.74 Severance from Employment means a separation from service that occurs when:




     (a) an Employee ceases to be employed by the Controlling Company or an Affiliate, or




     (b) a person fails to report for work with the Controlling Company or an Affiliate, at
the termination of an authorized leave of absence.



     A transfer of employment from the Controlling Company to an Affiliate or from an Affiliate to
the Controlling Company shall not constitute a Severance from Employment for purposes of the Plan.
A person shall not be considered to have incurred a Severance from Employment due to his having
entered the Uniformed Services of the United States unless it is determined by the Plan
Administrator that he has no reemployment rights under the law. Upon the sale of all of the stock
(or other membership or equity interests) or substantially all of the assets used in a trade or
business of any Participating Company which has adopted the Plan prior to such sale, a Severance
from Employment shall occur on the date of such sale with respect to



12









 







any Employee who continues in employment with the purchaser of such assets or with such
Participating Company, as the case may be, provided that the following conditions are met:




     (a) the Controlling Company continues to maintain the Plan after such sale;




     (b) the Participating Company ceased to be a Participating Company under the Plan prior
to such sale;




     (c) the purchaser of such Participating Company’s stock (or other membership or equity
interests) does not adopt the Plan;




     (d) the purchaser is not an Affiliate; and




     (e) no assets or liabilities of the Plan are transferred to a defined contribution plan
maintained by the purchaser, or any subsidiary or affiliate of the purchaser, as the case
may be.



     After incurring a Severance from Employment, a terminated person shall not be eligible for or
credited with Hours of Service or Years of Vesting Service for any purpose under the Plan with
respect to any period after such Severance from Employment.



     1.75 Spouse or Surviving Spouse shall mean, with respect to a Participant the person
who is treated as married to such Participant under the laws of the state in which the Participant
resides. The determination of a Participant’s Spouse or Surviving Spouse shall be made as of the
earlier of the date as of which benefit payments from the Plan to such Participant are made or
commence (as applicable) or the date of such Participant’s death. In addition, a Participant’s
former spouse shall be treated as his Spouse or Surviving Spouse to the extent provided under a
qualified domestic relations order as defined in Code section 414(p).



     1.76 Thorn Americas Plan shall mean the Thorn Americas 401(k) Savings Plan which was
merged into this Plan on January 1, 1999.



     1.77 Top-Heavy Group shall mean the group of plans described in Section 14.2(b)(6).



     1.78 Top-Heavy Plan shall mean a plan to which the conditions set forth in Article XIV
apply.



     1.79 Transfer Account shall mean one or more separate subaccounts established and
maintained on behalf of a Participant or Beneficiary to reflect his interest in the Trust Fund
attributable to Transfer Contributions; provided, to the extent that the Plan Administrator (in
conjunction with the Plan’s recordkeeper) deems appropriate, other subaccounts may be used to
reflect Participant’s interests attributable to Transfer Contributions. “Transfer Account” shall
refer to the aggregate of all separate subaccounts established for Transfer Contributions or to
individual, separate subaccounts appropriately described, as may be appropriate in context.
Transfer Accounts shall be reflected and described on a schedule hereto.



     1.80 Transfer Contributions shall mean amounts which are received either (i) by a
direct trustee to trustee transfer or (ii) as part of a spin-off, merger or other similar event by
the



13









 







Trustee from the trustee or custodian of another qualified retirement plan and held in the
Trust Fund on behalf of a Participant or Beneficiary. Transfer Contributions shall retain the
character that those contributions had under the other qualified retirement plan; for example,
after-tax contributions under a prior plan shall continue to be treated as after-tax contributions
when held in the Transfer Account.



     1.81 Trust or Trust Agreement shall mean the separate agreement between the
Controlling Company and the Trustee governing the creation of the Trust Fund and all amendments
thereto.



     1.82 Trustee shall mean INTRUST Bank, N.A.



     1.83 Trust Fund shall mean the total amount of cash and other property held by the
Trustee (or any nominee thereof) at any time under the Trust Agreement.



     1.84 Valuation Date shall mean each Business Day; provided, the value of an Account or
the Trust Fund on a day other than a Business Day shall be the value determined for the immediately
preceding Business Day.



     1.85 Years of Vesting Service shall mean, with respect to an Employee, the number of
whole 12-month periods of service commencing on the Employee’s Employment Date and ending on
Severance Date, subject to the following provisions:




     (a) Aggregation Rule. In determining an Employee’s number of whole 12-month
periods of service for purposes of this Section, nonsuccessive periods of service shall be
aggregated (to the extent that any portion of such service is not excluded pursuant to the
terms of subsection (c) or (d) hereof) on the basis of days of service, with 365 days
(366 days in a leap year) of service equal to one Year of Vesting Service. Periods of
service of less than 365 days (366 days in a leap year) shall be disregarded.




     (b) Counting Periods of Severance. In determining an Employee’s periods of
service for purposes of this Section, the following periods of severance shall be taken into
account and treated as periods of service:




     (1) If an Employee’s employment with all Affiliates terminates and the Employee
then performs an Hour of Service within 12 months of his Severance Date, the period
between his Severance Date and his next, succeeding Employment Date shall be treated
as a period of service; and




     (2) If an Employee’s employment with all Affiliates terminates before the end
of the initial 12-month period that begins on the first date such Employee is absent
from employment with all Affiliates for any reason other than termination of his
employment (for example, vacation, Disability, Leave of Absence or layoff), and if
such Employee then performs an Hour of Service before the end of said initial
12-month period, the period from his initial date of absence to his next succeeding
Employment Date shall be treated as a period of service.



14









 






     (c) Pre-Break Service. Years of Vesting Service shall exclude any period of
time prior to a Break in Service if the Employee was not vested in his Matching Account
prior to the Break in Service and has incurred 5 or more consecutive 1-year Breaks in
Service.




     (d) Post-Break Service. Years of Vesting Service completed after a period in
which the Participant had at least 5 consecutive Breaks in Service shall be disregarded for
the purpose of determining his vested interest in that portion of his Account which accrued
before such Breaks in Service.




     (e) Predecessor Plan. To the extent required by Code section 414(a)(1) and not
otherwise counted hereunder, if an Affiliate maintains a plan that is or was the qualified
retirement plan of a predecessor employer, an Employee’s periods of employment with such
predecessor employer shall be taken into account in determining his Years of Vesting
Service.




     (f) Predecessor Employer. To the extent determined by the Plan Administrator,
set forth on Schedule C attached hereto, and not otherwise counted hereunder, an Employee’s
periods of employment with one or more companies or enterprises acquired by or merged into,
or all or a portion of the assets or business of which are acquired by, an Affiliate shall
be taken into account in determining his Years of Vesting Service.



ARTICLE II




ELIGIBILITY




     2.1 Initial Eligibility Requirements.




     (a) General Rule. Except as provided in this subsection or in subsection (b) or
(c) hereof, all as modified by subsection (d) hereof, every Covered Employee shall become an
Active Participant on the Entry Date coincident with or next following the date that is the
3-month anniversary date of the Covered Employee’s Employment Date by the Company or an
Affiliate, provided he is a Covered Employee on such Entry Date.




     (b) Participation Upon Effective Date. Each Covered Employee who is an Active
Participant in the Prior Plan on the day immediately preceding the Effective Date shall be
an Active Participant in the Plan in accordance with the terms of the Plan.




     (c) New Participating Companies. For employees of companies that become
Participating Companies after the Effective Date, each Covered Employee employed by a
Participating Company on the date such Participating Company first becomes a Participating
Company shall become an Active Participant as of such Participating Company’s effective date
under the Plan, if, as of the Participating Company’s effective date, the Covered Employee
has met the applicable eligibility requirements under Section 2.1(a).



15









 






     (d) Predecessor Employer. To the extent determined by the Plan Administrator,
set forth on Schedule B hereto and not otherwise counted hereunder, an Employee’s periods of
employment with one or more companies or enterprises acquired by or merged into, or all or a
portion of the assets or business of which are acquired by, an Affiliate shall be taken into
account in determining whether he has completed the eligibility requirements set forth
herein; and, in its sole discretion, the Plan Administrator may establish a special entry
date for all Covered Employees of such an acquired business.



     2.2 Treatment of Interruptions of Service.




     (a) Leave of Absence or Layoff. If a Covered Employee satisfies the eligibility
requirements set forth in Section 2.1 but is on a Leave of Absence at the time he would have
become an Active Participant, he shall become an Active Participant on the date he
subsequently resumes the performance of duties as a Covered Employee in accordance with the
terms of his Leave of Absence.




     (b) Reemployment Before Break in Service. If a Covered Employee satisfies the
eligibility requirements set forth in Section 2.1, terminates employment with a
Participating Company before the Entry Date on which he otherwise would become an Active
Participant, and then is reemployed by a Participating Company prior to completing a Break
in Service, he shall become an Active Participant on the later of (i) the Entry Date on
which he otherwise would have become an Active Participant if he had not terminated
employment, or (ii) the date he is reemployed as a Covered Employee.




     (c) Reemployment After Break in Service.




     (1) If a Covered Employee (other than a Covered Employee described in
subsection (2)) satisfies the eligibility requirements set forth in Section 2.1,
terminates employment with a Participating Company (and all other Participating
Companies) before the Entry Date on which he otherwise would become an Active
Participant, and then is reemployed as a Covered Employee by a Participating Company
after completing a Break in Service, he shall become an Active Participant as of the
Entry Date coinciding with or next following his completion of the eligibility
requirements set forth in Section 2.1 for the period commencing on his reemployment
date that follows his last Break in Service.




     (2) A Covered Employee who was an “Employee” as defined under this Plan prior
to the Effective Date and who satisfies the Plan’s eligibility conditions but who
terminates employment prior to becoming a Participant in this Plan will become a
Participant on the later of the (i) the Entry Date on which he otherwise would have
become an Active Participant if he had not terminated employment, or (ii) the date
he is reemployed as a Covered Employee. The rule in this subsection (2) shall apply
whether or not the Covered Employee incurs a Break in Service.



16









 






     (d) Reparticipation Upon Reemployment. If an Active Participant terminates
employment with a Participating Company (and all other Participating Companies), his active
participation in the Plan shall cease immediately, and he again shall become an Active
Participant as of the day he again becomes a Covered Employee. However, regardless of
whether he again becomes an Active Participant, he shall continue to be a Participant until
he no longer has an Account under the Plan.



     2.3 Change in Status.




     (a) Loss of Covered Employee Status. If a Covered Employee (i) satisfies the
eligibility requirements set forth in Section 2.1, (ii) changes his employment status (but
remains employed) so that he ceases to be a Covered Employee before the Entry Date on which
he otherwise would become an Active Participant, and (iii) then again changes his employment
status and becomes a Covered Employee prior to completing a Break in Service, he shall
become an Active Participant as of the later of (A) the date that would have been his Entry
Date, or (B) the date he again becomes a Covered Employee. If an Employee covered by this
subsection does complete a Break in Service prior to again becoming a Covered Employee, his
entry to participation in the Plan will be governed by Section 2.2(c).




     (b) Change to Covered Employee Status. If an Employee who first satisfies the
eligibility requirements of Section 2.1 while he is not a Covered Employee subsequently
changes his employment status so that he becomes a Covered Employee, he shall become an
Active Participant as of the later of (i) the date that would have been his Entry Date, or
(ii) the date of his change in status.




     (c) Change by Participant. If an Active Participant changes his status of
employment (but remains employed) so that he is no longer a Covered Employee, his active
participation in the Plan shall cease immediately, and he shall again become an Active
Participant in the Plan as of the day he again becomes a Covered Employee. However,
regardless of whether he again becomes an Active Participant, he shall continue to be a
Participant until he no longer has an Account under the Plan.



ARTICLE III




CONTRIBUTIONS




     3.1 Pre-Tax Contributions.




     (a) Generally. Each Participating Company shall contribute to the Plan, on
behalf of each Active Participant employed by such Participating Company and for each
regular payroll period and any payment of bonuses for which an Active Participant has a
Deferral Election in effect with such Participating Company, a Pre-Tax Contribution in an
amount equal to the amount by which such Active Participant’s Compensation has been reduced
for such period pursuant to his Deferral Election. The amount of the Pre-Tax Contribution
shall be determined in increments of 1 percent of such Active Participant’s Compensation for
each payroll period. An Active Participant may elect to



17









 







reduce his Compensation for any period by a minimum of 1 percent and a maximum of 50
percent (or such other minimum or maximum percentage and/or amount established by the Plan
Administrator from time to time), subject to the maximum limitations in Article VI;
provided, however, that the maximum percentage by which an Active Participant who is a
resident of Puerto Rico can elect to reduce his Compensation for any period is 10 percent.




     (b) Deferral Elections. Each Active Participant who desires that his
Participating Company make a Pre-Tax Contribution on his behalf shall complete and deliver
to the Participating Company (or its designee) a Deferral Election. Such Deferral Election
shall provide for the reduction of his Compensation from each regular paycheck, bonus
paycheck and any other payment of compensation while he is an Active Participant employed by
such Participating Company. The Plan Administrator, in its sole discretion, shall prescribe
the form of all Deferral Elections and may prescribe such nondiscriminatory terms and
conditions governing the use of the Deferral Elections as it deems appropriate. Subject to
any modifications, additions or exceptions which the Plan Administrator, in its sole
discretion, deems necessary, appropriate or helpful, the following terms shall apply to
Deferral Elections:




     (1) Effective Date. An Active Participant’s initial Deferral Election
with a Participating Company shall be effective for the first payroll period which
ends after the Deferral Election is made and after the effective date of such
Deferral Election. If an Active Participant fails to submit a Deferral Election in a
timely manner, he shall be deemed to have elected a deferral of zero percent. For
purposes of this subsection, the “effective date” of a Deferral Election shall mean:
(A) for a Participant who commences participation in the Plan on an Entry Date, that
Entry Date; and (B) for a Participant who commences or recommences participation in
the Plan on a date other than an Entry Date, the date that is as soon as practicable
after the date on which the Deferral Election is processed by the Participating
Company.




     (2) Term. Each Active Participant’s Deferral Election with a
Participating Company shall remain in effect in accordance with its original terms
until the earlier of (A) the date the Active Participant ceases to be a Covered
Employee of all Participating Companies, (B) the date the Active Participant revokes
such Deferral Election pursuant to the terms of subsection (b)(3) hereof, or (C) the
date the Active Participant or the Plan Administrator modifies such Deferral
Election pursuant to the terms of subsection (b)(4) or (b)(5) hereof. If a
Participant is transferred from the employment of a Participating Company to the
employment of another Participating Company, his Deferral Election with the first
Participating Company will remain in effect and will apply to his Compensation from
the second Participating Company until the earlier of (A), (B) or (C) of the
preceding sentence.




     (3) Revocation. An Active Participant’s Deferral Election shall
terminate upon his ceasing to be a Covered Employee. In addition, an Active
Participant may revoke his Deferral Election with a Participating Company in the



18









 







manner prescribed by the Plan Administrator, and such revocation shall be
effective as soon as practicable in the calendar month following the calendar month
in which it is made (under procedures established for the Plan). An Active
Participant who revokes a Deferral Election may enter into a new Deferral Election
in the manner prescribed by the Plan Administrator, effective as soon as practicable
after the date on which it is processed; provided, the Plan Administrator, in its
sole discretion, may specify a suspension period for all Participants who
voluntarily revoke their Deferral Elections, such that any new Deferral Election
shall not be effective until a later date.




     (4) Modification by Participant. An Active Participant may modify his
existing Deferral Election to increase or decrease the percentage of his
Contribution by making a new Deferral Election in the manner prescribed by the Plan
Administrator not more than once each calendar month. Such modification shall be
effective as soon as practicable in the calendar month following the calendar month
in which it is made (under procedures established for the Plan).




     (5) Modification by Plan Administrator. Notwithstanding anything herein
to the contrary, the Plan Administrator may modify any Deferral Election of any
Active Participant at any time by decreasing the percentage of any Pre-Tax
Contributions to any extent the Plan Administrator believes necessary to comply with
the limitations described in Article VI.



     3.2 Matching Contributions. For each Active Participant on whose behalf a
Participating Company has made any Pre-Tax Contributions, the Participating Company may, in its
discretion, make a Matching Contribution based on but no greater than the first 4 percent of the
Active Participant’s Compensation. Effective for the Plan Year beginning on the Effective Date, the
Matching Contribution on behalf of an Active Participant shall be $.50 for each $1.00 of Pre-Tax
Contributions, calculated as of each payroll period, but including no more than 4 percent of
Compensation for each such payroll period. The total amount of the Matching Contributions which a
Participating Company shall make for any Active Participant in a Plan Year shall not exceed
4 percent of such Active Participant’s Compensation paid by such Participating Company. The Board,
in its sole discretion, may change the matching percentage at any time.



     3.3 Profit Sharing Contributions. For each Active Participant who is employed on the
last day of a Plan Year, the Participating Company, in its sole discretion, may make Profit Sharing
Contributions at the end of each Plan Year. The Participating Company has complete discretion to
determine the amount of the Profit Sharing Contribution, if any, each year. The Participating
Company shall allocate Profit Sharing Contributions to such Active Participants in the same ratio
as each Participant’s Compensation for the Plan Year bears to the total Compensation of all
Participants for the Plan Year.



     3.4 Discretionary Contributions. To the extent and in such amounts as the Plan
Administrator, in its sole discretion, deems desirable or helpful as a method to help satisfy the
ADP and/or ACP Tests for any Plan Year and subject to the requirements and limitations set forth in
Sections 6.1, 6.3, 6.4 and 6.6, each Participating Company shall make a Discretionary



19









 







Contribution for such Plan Year. In the case of a Discretionary Contribution which is a
Qualified Nonelective Contribution, such Qualified Nonelective Contribution for a Plan Year shall
meet the requirements of Treasury Regulation Section 1.401(k)-2(a)(6) (or any successor thereto),
shall be treated as Pre-Tax Contributions and shall be allocated to each affected Participant’s
Pre-Tax Account in a manner proportionate to the Compensation of all affected Participants. The
maximum Qualified Nonelective Contribution for each Eligible Participant for each Plan Year shall
be an amount equal to the difference between the maximum amount permitted under Section 6.6 after
taking into account the Pre-Tax Contributions and Matching Contributions for such Participant. Such
Qualified Nonelective Contributions shall be nonforfeitable and shall be subject to the same
restrictions on distribution that apply to Pre-Tax Contributions, except that Qualified Nonelective
Contributions (and the earnings thereon) shall not be distributable under Section 10.1 in the event
of hardship.



     3.5 Form of Contributions. All Contributions shall be paid to the Trustee in the form
of cash.



     3.6 Timing of Contributions.




     (a) Pre-Tax Contributions. Each Participating Company that withholds Pre-Tax
Contributions from an Active Participant’s paycheck pursuant to Section 3.1 (a) shall pay
such Pre-Tax Contributions to the Trustee as of the earliest date on which such
Contributions can reasonably be segregated from the Participating Company’s general assets
(generally not to exceed 15 business days after the end of the month within which such
amounts otherwise would have been payable to such Active Participant in cash or such earlier
time as may be required by law).




     (b) Matching, Profit Sharing, and Discretionary Contributions. To the extent
administratively practicable, all Matching, Profit Sharing, and Discretionary Contributions
shall be paid to the Trustee no later than (1) the date for filing the Participating
Company’s federal income tax return (including extensions thereof) for the tax year to which
such Matching, Profit Sharing, and Discretionary Contributions relate, or (ii) such other
date as shall be within the time allowed to permit the Participating Company to properly
deduct, for federal income tax purposes and for the tax year of the Participating Company in
which the obligation to make such Contributions was incurred, the full amount of such
Matching, Profit Sharing, and Discretionary Contributions.




     (c) Catch-up Contributions. Each Participating Company that withholds Catch-up
Contributions from an Active Participant’s paycheck pursuant to a Catch-up Contribution
Election under Section 3.10 shall pay such Catch-up Contribution to the Trustee as of the
earliest date on which such Contribution can reasonably be segregated from the Participating
Company’s general assets (generally not to exceed fifteen (15) business days after the end
of the month within which such amounts otherwise would have been payable to such Active
Participant in cash or such earlier time as may be required by law).



     3.7 Contingent Nature of Company Contributions. Notwithstanding Section 3.1 and
subject to the terms of Section 15.11, each Company Contribution made to the Plan by a



20









 







Participating Company is made expressly contingent upon the deductibility thereof for federal
income tax purposes for the taxable year of the Participating Company with respect to which such
Company Contribution is made.



     3.8 Restoration Contributions.




     (a) Restoration Upon Buy-Back. If a Participant who is not 100 percent vested
in his Matching Account and Profit Sharing Account has received a distribution of the entire
vested portion of his Matching Account and Profit Sharing Account in a manner described in
Section 8.3(a) (such that he forfeited the nonvested portion of his Matching Account and
Profit Sharing Account in accordance with the terms of Section 8.3(a)), and such Participant
is subsequently rehired as a Covered Employee prior to the occurrence of 5 consecutive
Breaks in Service, that individual may, prior to the earlier of (i) 5 years after the first
day on which he is rehired or (ii) the close of the first period of 5 consecutive Breaks in
Service commencing after the distribution, repay the full amount of the distribution to the
Trustee (unadjusted for gains or losses). Upon such repayment, his Accounts will be
credited with (i) all of the benefits (unadjusted for gains or losses) which were forfeited,
and (ii) the amount of the repayment.




     (b) Restoration of Other Forfeitures. If a Participant has forfeited his
nonvested Accounts in accordance with Section 8.3(b) or Section 8.4, and such Participant
subsequently is rehired as a Covered Employee prior to the occurrence of 5 consecutive
Breaks in Service, his Account shall be credited with all of the benefits (unadjusted for
gains or losses) which were forfeited, as determined pursuant to the terms of
Section 8.3(b) or Section 8.4, respectively.




     (c) Restoration Contribution. The assets necessary to fund the Account of the
rehired individual (in excess of the amount of the repayment, if any) shall be provided no
later than as of the end of the Plan Year following the Plan Year in which repayment occurs
(if subsection (a) hereof applies) or in which the individual is rehired (if
subsection (b) hereof applies), and shall be provided in the discretion of the Plan
Administrator from (i) income or gain to the Trust Fund with respect to Forfeitures,
(ii) Forfeitures arising from the Accounts of Participants employed or formerly employed by
the Participating Companies, or (iii) Contributions by the Participating Companies.



     3.9 USERRA Compliance. Notwithstanding any provision of the Plan to the contrary,
contributions, benefits, Plan loan repayment suspensions and service credit with respect to
qualified military service will be provided in accordance with Code Section 414(u), which provides
special rules relating to the reemployment of veterans under the Uniformed Services Employment and
Reemployment Rights Act of 1994 (“USERRA”).



     3.10 Catch-up Contributions. Effective January 1, 2002, all Active Participants
(other than Participants who work in and are residents of Puerto Rico, so long as Puerto Rico law
does not permit Catch-up Contributions) who are eligible to make Pre-Tax Contributions under this
Plan and who have attained or will attain 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



21









 







purposes of the provisions of the Plan implementing the required limitations of Section 402(g)
and 415 of the Code. The Plan shall not be treated as failing to satisfy the provisions of the
Plan implementing the requirements of Section 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. Each Active
Participant who desires that his Participating Company make a Catch-up Contribution on his behalf
shall complete and deliver to the Participating Company (or its designee) a Catch-up Deferral
Election, in the form prescribed for such purpose and under such terms and conditions as shall be
determined by the Plan Administrator, in its sole discretion. Notwithstanding anything herein to
the contrary, the Plan Administrator may modify any Catch-up Contribution Election of any Active
Participant at any time to the extent the Plan Administrator believes necessary to comply with the
limitations of this Section 3.10 and Code Section 414(v). For purposes of clarification, although a
Catch-up Contribution is made on a pre-tax basis and is an elective deferral under the Code, the
defined terms Pre-Tax Contributions and Elective Deferral as used in this Plan do not refer to
Catch-up Contributions. Accordingly, there are no Matching Contributions with respect to Catch-up
Contributions. Catch-up Contributions shall be maintained in the Pre-Tax Account of a Participant
and shall not require a separate subaccount.



ARTICLE IV




ROLLOVERS AND TRANSFERS BETWEEN PLANS




     4.1 Rollover Contributions.




     (a) Request by Covered Employee. A Covered Employee may make a written request
to the Plan Administrator that he be permitted to contribute, or cause to be contributed, to
the Trust Fund a Rollover Contribution which is received by such Covered Employee or to
which such Covered Employee is entitled. Such written request shall contain information
concerning the type of property constituting the Rollover Contribution and a statement,
satisfactory to the Plan Administrator, that the property constitutes a Rollover
Contribution. If a Covered Employee who is not a Participant makes a Rollover Contribution,
the time and method of distribution of such Covered Employee’s Rollover Account shall be
determined under the terms of the Plan as if such Covered Employee were a Participant, but
he shall not be considered a Participant under the Plan for any other purpose.




     (b) Acceptance of Rollover. Subject to the terms of the Plan and the Code
(including regulations and rulings promulgated thereunder), the Plan Administrator, in its
sole discretion, shall determine whether (and if so, under what conditions and in what form)
a Rollover Contribution shall be accepted at any time by the Trustee. For example, the Plan
Administrator, in its sole discretion, may decide to allow Rollover Contributions from
Participants and/or direct Rollover Contributions from another qualified retirement plan (as
described in Code section 401(a)(31)) and may decide to pass through to the Covered Employee
making the Rollover Contribution any recordkeeping fees directly attributable to his
Rollover Contribution. In the event the Plan Administrator permits an Active Participant to
make a Rollover Contribution, the amount of the Rollover Contribution shall be transferred
to the Trustee and allocated as soon as practicable



22









 







thereafter to a Rollover Account for the Active Participant. Unless the Plan
Administrator permits otherwise, all Rollover Contributions shall be made in cash.



     4.2 Transfer Contributions.




     (a) Direct Transfers Permitted. The Plan Administrator, in its sole
discretion, shall permit direct trustee-to-trustee transfers of assets and liabilities to
the Plan (which shall be distinguished from direct Rollover Contributions as described in
Code section 401(a)(31)) as a Transfer Contribution on behalf of an Active Participant.
However, in no event shall a Transfer Contribution be accepted on behalf of an Active
Participant if such Transfer Contribution is from a retirement plan which, with respect to
such Participant, is subject to the requirements of providing any alternative form of
benefit not permitted under the Plan.




     (b) Mergers and Spin-offs Permitted. The Plan Administrator, in its sole
discretion, shall permit other qualified retirement plans to transfer assets and liabilities
to the Plan as part of a merger, spin-off or similar transaction. Any such transfer shall
be made in accordance with the terms of the Code and subject to such rules and requirements
as the Plan Administrator may deem appropriate. Without limitation, the Plan Administrator
shall determine the schedule under which such Transfer Contributions shall vest.
Notwithstanding anything herein to the contrary, in no event shall a Transfer Contribution
be accepted if the transferring plan is subject to the requirements of providing any
alternative form of benefit not permitted under the Plan.




     (c) Establishment of Transfer Accounts. As soon as practicable after the date
the Trustee receives a Transfer Contribution, there shall be credited to one or more
Transfer Accounts of each Participant the total amount received from the respective accounts
of such Participant in the transferring qualified retirement plan. Any amounts so credited
as a result of any such merger or spin-off or other transfer shall be subject to all of the
terms and conditions of the Plan from and after the date of such transfer.




     (d) Certain Transfer Accounts. The Plan will only accept Transfer
Contributions in the event that the Plan would not be required to provide any form of
distribution with respect to the resulting Transfer Account other than a single sum
distribution. For this reason, the Plan will not accept Transfer Contributions which are
required to provide annuity or installment forms of distribution. The Plan Administrator
may develop additional rules and terms applicable to Transfer Contributions and resulting
Transfer Accounts.



     4.3 Spin-offs to Other Plans. The Plan Administrator, in its sole discretion, may
cause the Plan to transfer to another qualified retirement plan (as part of a spin-off or similar
transaction) assets and liabilities maintained under the Plan. Any such transfer shall be made in
accordance with the terms of the Code and subject to such rules and requirements as the Plan
Administrator may deem appropriate. Upon the effectiveness of any such transfer, the Plan and
Trust shall have no further responsibility or liability with respect to the transferred assets and
liabilities.



23









 





ARTICLE V




PARTICIPANTS’ ACCOUNTS: CREDITING AND ALLOCATIONS




     5.1 Establishment of Participants’ Account. The Plan Administrator shall establish
and maintain, on behalf of each Participant and Beneficiary, an Account which shall be divided into
segregated subaccounts. The subaccounts shall include (to the extent applicable) Pre-Tax,
After-Tax, Matching, Profit Sharing, Rollover, and Transfer Accounts and such other subaccounts as
the Plan Administrator shall deem appropriate or helpful. Each Account shall be credited with
Contributions allocated to such Account and generally shall be credited with income on investments
derived from the assets of such Accounts. Notwithstanding anything herein to the contrary, while
Contributions may be allocated to a Participant’s Account as of a particular date (as specified in
the Plan), such Contributions shall actually be added to a Participant’s Account and shall be
credited with investment experience only from the date such Contributions are received and credited
to the Participant’s Account by the Trustee. Each Account of a Participant or Beneficiary shall be
maintained until the value thereof has been distributed to or on behalf of such Participant or
Beneficiary.



     5.2 Allocation and Crediting of Pre-Tax, Matching, Profit Sharing, Rollover and Transfer
Contributions. As of each Valuation Date coinciding with or immediately following the date on
which Pre-Tax, Matching, Profit Sharing, Rollover and Transfer Contributions are received on behalf
of an Active Participant, such Contributions shall be allocated and credited directly to the
appropriate Pre-Tax, Matching, Profit Sharing, Rollover and Transfer Accounts, respectively, of
such Active Participant.



     5.3 Allocation and Crediting of Discretionary Contributions.




     (a) General Provision. As of the last day of each Plan Year for which the
Participating Companies make (or are deemed to have made) Discretionary Contributions, the
Plan Administrator shall cause such Discretionary Contributions to be allocated in
accordance with the terms of subsection (b), (c), (d) or (e), whichever is applicable.




     (b) Per Capita Discretionary Contributions. To the extent that the
Administrative Committee designates all or any portion of the Discretionary Contributions
for a Plan Year as “Per Capita Discretionary Contributions,” such Contributions shall be
allocated to the Accounts of all Eligible Participants who were Employees on the last day of
such Plan Year on a per capita basis (that is the same dollar amount shall be allocated to
the Account of each such Eligible Participant).




     (c) Proportional Discretionary Contributions. To the extent that the Plan
Administrator designates all or any portion of the Discretionary Contributions for a Plan
Year as “Proportional Discretionary Contributions,” such Contributions shall be allocated to
the Account of each Eligible Participant who was an Employee on the last day of such Plan
Year in the same proportion that (i) the Compensation of such Eligible Participant for such
Plan Year bears to (ii) the total Compensation of all such Eligible Participants for such
Plan Year.




24











 






     (d) Section 415 Discretionary Contributions. To the extent that the Plan
Administrator designates all or any portion of the Discretionary Contributions for a Plan
Year as “Section 415 Discretionary Contributions,” such Contributions shall be allocated to
the Discretionary Account of some or all Eligible Participants (i) beginning with such
Eligible Participant(s) who have the lowest Compensation (within the meaning of “Testing
Compensation” as described in Section 1.20(d)), until such Eligible Participants) reach
their annual addition limits (as described in Section 6.6), or the amount of the
Discretionary Contributions is fully allocated, and then (ii) continuing with successive
individuals or groups of Eligible Participants in the same manner until the amount of the
Section 415 Discretionary Contributions is fully allocated.




     (e) Qualified Nonelective Contributions. To the extent that the Plan
Administrator designates all or any portion of the Discretionary Contributions as “Qualified
Nonelective Contributions,” such contributions shall be allocated to the appropriate
subaccount of each Eligible Participant with respect to whom such contributions are made.



     5.4 Crediting of Restoration Contributions. As of each Valuation Date coinciding with
or immediately following the date (i) on which a Restoration Contribution pursuant to Section 3.8
is received from an Active Participant, or (ii) on which the Plan restores the forfeitable portion
of his Account pursuant to Section 3.8(c), such amount shall be credited to the appropriate
Pre-Tax, Matching, Profit Sharing, Rollover and Transfer Accounts of the Active Participant, in the
amounts distributed or forfeitable from such Accounts immediately prior to the earlier distribution
to such Participant.



     5.5 Allocation of Forfeitures. To the extent Forfeitures for a Plan Year are not used
to pay Restoration Contributions pursuant to Section 3.8(b), to replace abandoned Accounts as
provided in Section 9.9, or to pay Plan expenses as provided in Section 15.12, the Plan
Administrator, in its sole discretion shall deem such Forfeitures to be Matching, Profit Sharing
and/or Discretionary Contributions (which shall first be used to reduce the Participating
Companies’ obligation, if any, to make such Contributions pursuant to the terms of the Plan and
then shall be added to, and combined with, any such other Contributions made for such Plan Year by
the Participating Companies), and such Forfeitures shall be allocated pursuant to the terms of
Section 5.2 or Section 5.3, as applicable.



     5.6 Allocation and Crediting of Investment Experience. As of each Valuation Date, the
Trustee shall determine the fair market value of the Trust Fund which shall be the sum of the fair
market values of the Investment Funds. The Plan Administrator shall determine the amount of the
Accounts as follows:




     (a) Determination of Investment Experience. As of each Valuation Date, the
investment earnings (or losses) of each Investment Fund shall be the amount by which the sum
determined in (1) exceeds (or is less than) the sum determined in (2), where (1) and (2) are
as follows:




     (1) The sum of (A) the fair market value of such Investment Fund as of such
Valuation Date, plus (B) the amount of distributions and withdrawals and



25









 







any transfers to other Investment Funds made since the immediately preceding
Valuation Date from amounts invested in the Investment Fund; and




     (2) The sum of (A) the fair market value of the Investment Fund as of the
immediately preceding Valuation Date, plus (B) Contributions deposited in and
amounts transferred to such Investment Fund since the immediately preceding
Valuation Date.




     (b) Utilization of Investment Experience. To the extent directed by the Plan
Administrator, investment earnings initially shall be used to pay Restoration Contributions
pursuant to Section 3.8(b), to replace abandoned Accounts as provided in Section 9.9 or to
pay Plan expenses as provided in Section 15.12. As of each Valuation Date and prior to the
allocations described in Section 5.2, Section 5.3, Section 5.4 and Section 5.5, each
Participant’s Account shall be allocated and credited with a portion of such remaining
earnings or debited with a portion of such losses of each Investment Fund, as determined in
accordance with subsection (a) hereof, in the proportion that (i)(A) the amount credited to
such Account that was invested in such Investment Fund as of the immediately preceding
Valuation Date, minus (B) any distributions or withdrawals or transfers to other Investment
Funds which were made from such Account since such preceding Valuation Date and on or before
such current Valuation Date, plus (C) any amounts transferred to such Investment Fund since
the immediately preceding Valuation Date bears to (ii)(A) the total amount invested in such
Investment Fund by all Participants as of the immediately preceding Valuation Date, minus
(B) any distributions or withdrawals or transfers to other Investment Funds which were made
since such preceding Valuation Date and on or before such current Valuation Date, plus
(C) any amounts transferred to such Investment Fund since the immediately preceding
Valuation Date.




     (c) Unitized Investments. To the extent that the Plan’s recordkeeper keeps its
records on the basis of units, the fair market value of each Investment Fund shall be
determined on the basis of units. Furthermore, adjustments for Contributions,
distributions, withdrawals and transfers to or from each such Investment Fund for purposes
of determining fair market value shall be made on the basis of units.



     5.7 Notice to Participants of Account Balances. At least once for each Plan Year, the
Plan Administrator shall cause a written statement of a Participant’s Account balance to be
distributed to the Participant.



     5.8 Good Faith Valuation Binding. In determining the value of the Trust Fund and the
Accounts, the Trustee and the Plan Administrator shall exercise their best judgment, and all such
determinations of value (in the absence of bad faith) shall be binding upon all Participants and
Beneficiaries.



     5.9 Errors and Omissions in Accounts. If an error or omission is discovered in the
Account of a Participant or Beneficiary, the Plan Administrator shall cause appropriate, equitable
adjustments to be made as of the Valuation Date as soon as practicable following the discovery of
such error or omission.



26









 





ARTICLE VI




CONTRIBUTION AND SECTION 415 LIMITATIONS

AND NONDISCRIMINATION REQUIREMENTS




     6.1 Deductibility Limitations. In no event shall the total Company Contribution
amount for any taxable year of a Participating Company exceed that amount which is properly
deductible for federal income tax purposes under the then appropriate provisions of the Code.
Generally, the maximum, tax-deductible Company Contribution amount for any taxable year of a
Participating Company shall be equal to 15 percent of the total Compensation paid or accrued during
such taxable year to all Participants employed by such Participating Company; provided, no Company
Contribution amount shall be deductible if it shall cause the Plan to exceed the applicable maximum
allocation limitations under Code section 415, as described in Section 6.6. For purposes of this
Section, a Company Contribution may be deemed made by a Participating Company for a taxable year if
it is paid to the Trustee on or before the date of filing the Participating Company’s federal
income tax return (including extensions thereof) for that year or on or before such other date as
shall be within the time allowed to permit proper deduction by the Participating Company of the
amount so contributed for federal income tax purposes for the year in which the obligation to make
such Company Contribution was incurred.



     6.2 Maximum Limitation on Elective Deferrals.




     (a) Maximum Elective Deferrals Under Participating Company Plans. The
aggregate amount of a Participant’s Elective Deferrals made for any calendar year under the
Plan and any other plans, contracts or arrangements with the Participating Companies shall
not exceed the Maximum Deferral Amount.




     (b) Return of Excess Pre-Tax Contributions. If the aggregate amount of a
Participant’s Pre-Tax Contributions made for any calendar year by itself exceeds the Maximum
Deferral Amount, the Participant shall be deemed to have notified the Plan Administrator of
such excess, and the Plan Administrator shall cause the Trustee to recharacterize, if
possible, all or a portion of such excess amount as a Catch-up Contribution to the extent
permitted under Section 3.10 and Code Section 414(v), and then if there is still an excess
remaining, to distribute to such Participant, on or before April 15 of the next succeeding
calendar year, the total of (i) the amount by which such Pre-Tax Contributions exceed the
Maximum Deferral Amount, plus (ii) any earnings allocable thereto. In determining the
amount of earnings allocable to Excess Pre-Tax Contributions, any reasonable alternative
method of calculating earnings allocable to Excess Pre-Tax Contributions may be utilized,
including the safe harbor method. Earnings from the end of the Plan Year through a date
that is no more than seven (7) days before the actual date of distribution (“gap period”
income) will also be calculated and distributed with such Excess Pre-Tax Contributions. In
addition, Matching Contributions made on behalf of the Participant which are attributable to
the distributed Pre-Tax Contributions shall be forfeited.




     (c) Return of Excess Elective Deferrals Provided by Other Participating Company
Arrangements. If after the reduction described in subsection (b) hereof, a



27









 







Participant’s aggregate Elective Deferrals under plans, contracts and arrangements with
Participating Companies still exceed the Maximum Deferral Amount, then, the Participant
shall be deemed to have notified the Plan Administrator of such excess, and, unless the Plan
Administrator directs otherwise, such excess shall be reduced by distributing to the
Participant Elective Deferrals that were made for the calendar year under such plans,
contracts and/or arrangements with Participating Companies other than the Plan. However, if
the Plan Administrator decides to make any such distributions from Pre-Tax Contributions
made to the Plan, such distributions (including forfeiture of Matching Contributions) shall
be made in a manner similar to that described in subsection (b) hereof.




     (d) Discretionary Return of Elective Deferrals. If, after the reductions
described in subsections (b) and (c) hereof, (i) a Participant’s aggregate Elective
Deferrals made for any calendar year under the Plan and any other plans, contracts or
arrangements with Participating Companies and any other employers still exceed the Maximum
Deferral Amount, and (ii) such Participant submits to the Plan Administrator, on or before
the March 1 following the end of such calendar year, a written request that the Plan
Administrator distribute to such Participant all or a portion of his remaining Pre Tax
Contributions made for such calendar year, and any earnings attributable thereto (including
“gap period” income as described in subsection (b) hereof), then the Plan Administrator may,
but shall not be required to, cause the Trustee to distribute such amount to such
Participant on or before the following April 15. However, if the Plan Administrator decides
to make any such distributions from Pre-Tax Contributions made to the Plan, such
distributions (including forfeiture of Matching Contributions) shall be made in a manner
similar to that described in subsection (b) hereof.




     (e) Return of Excess Annual Additions. Any Pre-Tax Contributions returned to a
Participant to correct excess Annual Additions shall be disregarded for purposes of
determining whether the Maximum Deferral Amount has been exceeded.




     (f) Recharacterization of Catch-up Contributions. In the event a Participant’s
Pre-Tax Contributions for a Plan Year do not equal the Maximum Deferral Amount, a
Participant’s Catch-up Contributions, if any, for such Plan Year shall be recharacterized as
Pre-Tax Contributions for all purposes to the extent necessary to increase Pre-Tax
Contributions to equal such Maximum Deferral Amount. In the event that such Catch-up
Contributions are recharacterized as Pre-Tax Contributions, such recharacterized amounts
shall be treated as Pre-Tax Contributions for all purposes hereunder, including limitations.



     6.3 Nondiscrimination Requirements for Pre-Tax Contributions.




     (a) ADP Test. The annual allocation of the aggregate of all Pre-Tax
Contributions, any Qualified Nonelective Contributions designated by the Plan Administrator
for use in connection with the ADP Tests, and, to the extent taken into account under
subsection (b) hereof, elective and/or qualified nonelective contributions made under
another plan, shall satisfy at least one of the following ADP Tests for each Plan Year:



28









 






     (1) The ADP for a Plan Year for the Highly Compensated Employees who are Active
Participants shall not exceed the product of (A) the ADP for the current Plan Year
for the Active Participants who are not Highly Compensated Employees, multiplied by
(B) 1.25; or




     (2) The ADP for a Plan Year for the Highly Compensated Employees who are Active
Participants shall not exceed the ADP for the current Plan Year for the Active
Participants who are not Highly Compensated Employees by more than 2 percentage
points, nor shall it exceed the product of (A) the ADP for the current Plan Year of
the Active Participants who are not Highly Compensated Employees, multiplied by
(B) 2.




     (b) Multiple Plans. If pre-tax and/or qualified nonelective contributions are
made to one or more other plans (other than employee stock ownership plans as described in
Code section 4975(e)(7)) which, along with the Plan, are considered as a single plan for
purposes of Code section 401(a)(4) or section 410(b), such plans shall be treated as one
plan for purposes of this Section, and the pre-tax and applicable qualified nonelective
contributions made to those other plans shall be combined with the Pre-Tax and applicable
Discretionary Contributions for purposes of performing the tests described in subsection (a)
hereof. In addition, the Plan Administrator may elect to treat the Plan as a single plan
along with the one or more other plans (other than employee stock ownership plans as
described in Code section 4975(e)(7)) to which pre-tax and/or qualified nonelective
contributions are made for purposes of this Section; provided, the Plan and all of such
other plans also must be treated as a single plan for purposes of satisfying the
requirements of Code section 401(a)(4) and section 410(b) (other than the requirements of
Code section 410(b)(2)(A)(ii)). However, plans may be aggregated for purposes of this
subsection only if they have the same plan year.




     (c) Adjustments to Actual Deferral Percentages. In the event that the
allocation of the Pre-Tax Contributions and qualified nonelective contributions for a Plan
Year does not satisfy one of the ADP Tests of subsection (a) hereof, the Plan Administrator
shall cause the Pre-Tax and Discretionary Contributions for such Plan Year to be adjusted in
accordance with one or a combination of the following options:




     (1) The Plan Administrator may cause the Participating Companies to make, with
respect to such Plan Year, Discretionary Contributions on behalf of, and allocable
to, the Eligible Participants described in Section 5.3 with respect to such Plan
Year, in the minimum amount necessary to satisfy one of the ADP Tests. Such
Discretionary Contributions shall be allocated among such Eligible Participants
pursuant to one of the methods described in Section 5.3.




     (2) (A) Notwithstanding any other provision of the Plan, Excess Contributions,
plus any income and minus any loss allocable thereto, shall be distributed no later
than the last day of each Plan Year to Participants to whose Accounts such Excess
Contributions were allocated for the preceding Plan Year. The Committee will
determine the aggregate amount of Excess Contributions to be distributed by reducing
the ADP Percentage of the Highly Compensated



29









 







Employee with the highest ADP to the extent necessary to (i) satisfy the ADP
limits of Section 6.3(a), or (ii) cause such Highly Compensated Employee’s ADP to
equal the ADP of the Highly Compensated Employee with the next highest ADP, and then
repeat this process until the ADP limits of Section 6.3(a) are satisfied. The
aggregate amount of Excess Contributions shall then be distributed, pro rata, to
each Highly Compensated Employee with the highest dollar amount of Pre-Tax
Contributions of such Highly Compensated Employee to equal the dollar amount of the
Pre-Tax Contributions of the Highly Compensated Employee with the next highest
dollar amount of Pre-Tax Contributions. This process shall be repeated until the
aggregate amount of Excess Contributions is distributed.




     (B) For purposes of this Section 6.3(c)(2), Excess Contributions shall
mean, with respect to any Plan Year, the excess of:




     (i) The aggregate amount of Pre-Tax Contributions and Qualified
Nonelective contributions actually taken into account in computing
the ADP of Highly Compensated Employees for such Plan Year, over




     (ii) The maximum amount of such contributions permitted by the
ADP Test (determined by hypothetically reducing contributions made on
behalf of Highly Compensated Employees in order of the ADPs,
beginning with the highest of such percentages).




     (3) In determining the amount of income allocable to Excess Contributions which
are distributed pursuant to subsection 6.3(c)(2), any reasonable alternative method
of calculating earnings allocable to such Excess Contributions may be utilized,
including the safe harbor method. Earnings from the end of the Plan Year through a
date that is no more than seven (7) days before the actual date of distribution
(“gap period” income) will also be calculated and distributed with such Excess
Contributions.



     6.4 Nondiscrimination Requirements for Matching Contributions.




     (a) ACP Test. The amount of the aggregate of all of a Plan Year’s After Tax
and Matching Contributions, any Qualified Nonelective Contributions designated by the Plan
Administrator for use in connection with the ACP Tests, and, to the extent designated by the
Plan Administrator pursuant to subsection (b) hereof, other elective and/or qualified
nonelective contributions made under another plan, shall satisfy at least one of the
following ACP Tests for such Plan Year:




     (1) The ACP for a Plan Year for the Highly Compensated Employees who are Active
Participants shall not exceed the product of (A) the ACP for the current Plan Year
for the Active Participants who are not Highly Compensated Employees, multiplied by
(B) 1.25; or



30









 






     (2) The ACP for a Plan Year for the Highly Compensated Employees who are Active
Participants shall not exceed the ACP for the current Plan Year for the Active
Participants who are not Highly Compensated Employees by more than 2 percentage
points, nor shall it exceed the product of (A) the ACP for the current Plan Year of
the Active Participants who are not Highly Compensated Employees, multiplied by
(B) 2.




     (b) Multiple Plans. If matching, after-tax, elective and/or qualified
nonelective contributions are made to one or more other plans (other than employee stock
ownership plans as described in Code section 4975(e)(7)) which, along with the Plan, are
considered as a single plan for purposes of Code section 401(a)(4) or section 410(b), such
plans shall be treated as one plan for purposes of this Section, and the matching,
after-tax, pre-tax and applicable qualified nonelective contributions made to those other
plans shall be combined with the Matching, Pre-Tax and Discretionary Contributions for
purposes of performing the tests described in subsection (a) hereof. In addition, the Plan
Administrator may elect to treat the Plan as a single plan along with one or more other
plans (other than employee stock ownership plans as described in Code section 4975(e)(7)) to
which matching, after-tax, elective and/or qualified nonelective contributions are made for
purposes of this Section; provided, the Plan and all of such other plans also must be
treated as a single plan for purposes of satisfying the requirements of Code
section 401(a)(4) and section 410(b) (other than the requirements of Code
section 410(b)(2)(A)(ii)). However, plans may be aggregated for purposes of this
subsection only if they have the same plan year.




     (c) Adjustments to Average Contribution Percentages. In the event that the
allocation of the After-Tax, Pre-Tax, Matching and Discretionary Contributions and other
elective and qualified nonelective contributions for a Plan Year does not satisfy one of the
ACP Tests of subsection (a) hereof, the Plan Administrator shall cause such Matching and/or
Discretionary Contributions for the Plan Year to be adjusted in accordance with one or a
combination of the following options:




     (1) The Plan Administrator may cause the Participating Companies to make, with
respect to such Plan Year, Discretionary Contributions on behalf of, and
specifically allocable to, the Eligible Participants described in Section 5.3 with
respect to such Plan Year, in the minimum amount necessary to satisfy one of the ACP
Tests; such Discretionary Contributions shall be allocated among the affected
Eligible Participants pursuant to the methods described in Section 5.3.
Alternatively or in addition, the Plan Administrator may add a portion of the
Pre-Tax Contributions, that are made for the Plan Year by the Participants who are
not Highly Compensated Employees and that are not needed for the Plan to satisfy the
ADP Tests for the Plan Year, to the Matching Contributions for such Participants to
increase the ACP for such Participants.




     (2) Notwithstanding any other provision of the Plan, by the last day of the
Plan Year following the Plan Year in which the annual allocation failed both of the
ACP Tests, the Plan Administrator may direct the Trustee to reduce the Excess
Aggregate Contributions taken into account with respect to Highly



31









 







Compensated Employees under such failed ACP Tests by the amount of Excess
Aggregate Contributions. Excess Aggregate Contributions, plus any income and minus
any loss allocable thereto, shall be forfeited and treated as a Forfeiture;
provided, however, if the Excess Aggregate Contributions to be reduced are vested
and therefore may not be forfeited, those Excess Aggregate Contributions (plus any
earnings and minus any loss attributable thereto) shall be distributed to the Highly
Compensated Employees from whose Accounts such reductions have been made. Such
reductions in Excess Aggregate Contributions shall be made in accordance with, and
solely to the Accounts of those Highly Compensated Employees who are affected by,
the following procedure:




     (A) Any distributions of Excess Aggregate Contributions shall be
distributed first to the Highly Compensated Employees with the highest
dollar amounts of Matching Contributions (and any qualified Matching
Contributions taken into account in the ACP Test) pro rata, in an amount
equal to the lesser of (i) the total amount of Excess Aggregate
Contributions for the Plan Year or (ii) the amount necessary to cause the
amount of such Employee’s Matching Contributions (and any Pre-Tax
Contributions taken into account in computing actual contribution
percentages) to equal the amount of Matching Contributions (and any Pre-Tax
Contributions taken into account in computing actual contribution
percentages) of the Highly Compensated Employees with the next highest
dollar amount of Matching Contributions (and any Pre-Tax Contributions taken
into account in computing actual contribution percentages). This process is
repeated until the aggregate amount distributed equals the total amount of
Excess Aggregate Contributions. If such Excess Aggregate Contributions are
distributed more than two and one-half (2-1/2) months after the last day of
the Plan Year in which such excess amounts arose, a ten percent (10%) excise
tax will be imposed on the Participating Company maintaining the Plan with
respect to those amounts. Excess Aggregate Contributions shall be treated
as Annual Additions under the Plan.




     (B) For purposes of this Section 6.4(c)(2), Excess Aggregate
Contributions shall mean, with respect to any Plan Year, the excess of:




     (i) The aggregate amount of the Matching Contributions and
after tax contributions (and any Qualified Nonelective
Contributions or Pre-Tax Contributions taken into account in
computing the ACP) actually made on behalf of Highly Compensated
Employees for such Plan Year, over




     (ii) The maximum amount of such contributions permitted by the
ACP Test (determined by hypothetically reducing contributions made on
behalf of Highly Compensated Employees in order of their ACP,
beginning with the highest of such percentages).



32









 






     (3) In determining the amount of income allocable to Excess Aggregate
Contributions which are forfeited or distributed pursuant to subsection 6.4(c)(2),
any reasonable alternative method of calculating earnings allocable to such Excess
Aggregate Contributions may be utilized, including the safe harbor method. Earnings
from the end of the Plan Year through a date that is no more than seven (7) days
before the actual date of forfeiture or distribution (“gap period” income) will also
be calculated and forfeited or distributed with such Excess Aggregate Contributions.



     6.5 Order of Application. For any Plan Year in which adjustments shall be necessary
or otherwise made pursuant to the terms of Sections 6.2, 6.3 and/or 6.4, such adjustments shall be
applied in the order prescribed by the Secretary of Treasury in Treasury Regulations or other
published authority.



     6.6 Code Section 415 Limitations on Maximum Contributions.




     (a) General Limit on Annual Additions. In no event shall the Annual Addition
to a Participant’s Account for any Limitation Year, under the Plan and any other Defined
Contribution Plan (including voluntary employee contribution accounts in a defined benefit
plan, key employee accounts under a welfare benefit plan described in Section 419 of the
Code, Participating Company contributions allocated to an individual retirement account
under Section 408 of the Code and individual medical accounts, as defined in
Section 415(1)(2) of the Code, maintained by a Participating Company, which provide Annual
Additions) maintained by an Affiliate, exceed the lesser of:




     (1) $40,000, or if greater, the amount as adjusted by the Secretary of Treasury
for increases in the cost of living, or




     (2) 100 percent (100%) of such Participant’s Compensation as determined under
Code Section 415 during such Plan Year, plus Pre-Tax Contributions and Participant
Contributions excluded from income under Code Sections 125, 132, 402(g)(3) or 457.




     (b) Correction of Excess Annual Additions. If, as a result of either the
allocation of Forfeitures to an Account, a reasonable error in estimating a Participant’s
Compensation or Elective Deferrals, or such other occurrences as the Internal Revenue
Service permits to trigger this subsection, the Annual Addition made on behalf of a
Participant exceeds the limitations set forth in this Section, the Plan Administrator shall
direct the Trustee to take such of the following actions as it shall deem appropriate,
specifying in each case the amount of Contributions involved:




     (1) As the first step in reducing a Participant’s Annual Addition, the total of
the Pre-Tax Contributions allocated to the Participant’s Pre-Tax Account and the
amount of any Matching Contributions attributable thereto shall be reduced in the
amount of the excess. The amount of the reduction from the Participant’s Pre-Tax
Account (plus any earnings thereon) shall be returned to the Participant, and any
Matching Contributions (and earnings thereon) attributable to



33









 







the returned Pre-Tax Contributions shall be forfeited and reallocated in the
manner described in subsection (c)(2) or (c)(3) hereof.




     (2) If further reduction is necessary, the Discretionary Contributions
allocated to the Participant’s Account shall be reduced in the amount of the lesser
of (A) the amount of his Discretionary Contributions for such year, or (B) the
excess. The amount of the reduction shall be reallocated to the Accounts of Active
Participants who otherwise are eligible for allocations of Contributions and who are
not affected by such limitations, pursuant to the same method as Discretionary
Contributions otherwise are allocated to such Accounts, disregarding those Active
Participants whose Annual Addition equals or exceed the limitations hereunder.




     (3) If the reallocation to the Accounts of other Participants in the then
current Limitation Year (as described in subsections (b)(1) and (b)(2) hereof) is
impossible without causing them or any of them to exceed the Annual Addition
limitations described in this Section, the amount that cannot be reallocated without
exceeding such limitations shall continue to be held in a suspense account and shall
be applied to reduce permissible Contributions in each successive Plan Year until
such amount is fully allocated; provided, so long as any suspense account is
maintained pursuant to this Section: (A) no Contributions shall be made to the Plan
which would be precluded by Code section 415; (B) investment gains and losses of the
Trust Fund shall not be allocated to such suspense account; and (C) amounts in the
suspense account shall be allocated in the same manner as Contributions as of the
earliest Valuation Date possible, until such suspense account is exhausted.



     (c) Special Definitions Applicable to Code Section 415 Limitations.




     (1) Annual Addition. For purposes of this Section, the term “Annual
Addition” for any Participant means the sum for any Limitation Year of:




     (A) contributions made by an Affiliate on behalf of the Participant
under all Defined Contribution Plans;




     (B) contributions made by the Participant under all Defined
Contribution Plans of an Affiliate (excluding rollover contributions as
defined in Code sections 402(c)(4), 403(a)(4), 403(b)(8) and 408(d)(3) and
contributions of previously distributed benefits which result in such a
Plan’s restoration of previously forfeited benefits pursuant to Treasury
Regulations Section 1.411(a)-7(d)); provided, the Annual Additions
limitation for Limitation Years beginning before January 1, 1987 shall not
be recomputed to treat all after-tax contributions as Annual Additions;




     (C) forfeitures allocated to the Participant under all Defined
Contribution Plans of an Affiliate;




     (D) amounts allocated for the benefit of the Participant after
March 31, 1984, to an individual medical account established under a



34









 







pension or annuity plan maintained by an Affiliate, as described in
Code section 415(1); and




     (E) if the Participant was a Key Employee (as defined in Code
section 419A(d)(3)) at any time during the Plan Year during which or
coincident with which the Limitation Year ends or during any preceding Plan
Year, any amount paid or accrued after December 31, 1985, by an Affiliate to
a special account under a welfare benefit fund (as defined in Code
section 419(e)) to provide post-retirement medical or life insurance
benefits to the Participant, as described in Code section 419A(d)(2).




     Contributions do not fail to be Annual Additions merely because they are
(i) Pre-Tax Contributions that exceed the Maximum Deferral Amount, (ii) Pre-Tax
Contributions that cause the Plan to fail the ADP Tests, or (iii) Matching
Contributions that cause the Plan to fail the ACP Tests, or merely because the
Contributions described in clauses (ii) and (iii) immediately above are corrected
through distribution or recharacterization; Contributions described in clause (i)
immediately above that are distributed in accordance with the terms of Section 6.2
shall not be Annual Additions. Rollover Contributions and Catch-up Contributions
shall not be Annual Additions.




     (2) Defined Contribution Plan. The term “Defined Contribution Plan”
shall mean any qualified retirement plan maintained by an Affiliate which provides
for an individual account for each Participant and for benefits based solely on the
amount contributed to the Participant’s account and any income, expenses, gains,
losses and forfeitures of accounts of other Participants, which may be allocated to
such Participant’s account.




     (d) Compliance with Code Section 415. The limitations in this Section are
intended to comply with the provisions of Code section 415 so that the maximum benefits
permitted under plans of the Affiliates shall be exactly equal to the maximum amounts
allowed under Code section 415 and the regulations promulgated thereunder. The provisions
of this Section generally are effective as of the Effective Date, but to the extent the Code
requires an earlier or later effective date with respect to any portions) of this Section,
such other effective date shall apply. If there is any discrepancy between the provisions
of this, Section and the provisions of Code section 415 and the regulations promulgated
thereunder, such discrepancy shall be resolved in such a way as to give full effect to the
provisions of the Code.



     6.7 Construction of Limitations and Requirements. The descriptions of the limitations
and requirements set forth in this Article are intended to serve as statements of the minimum legal
requirements necessary for the Plan to remain qualified under the applicable terms of the Code.
The Participating Companies do not desire or intend, and the terms of this Article shall not be
construed, to impose any more restrictions on the operation of the Plan than required by law.
Therefore, the terms of this Article and any related terms and definitions in the Plan shall be
interpreted and operated in a manner which imposes the least restrictions on the Plan. For
example, if use of a more liberal definition of “Compensation” or a more liberal



35









 







multiple use test is permissible at any time under the law, then the more liberal provisions
may be applied as if such provisions were included in the Plan.



ARTICLE VII




INVESTMENTS




     7.1 Establishment of Trust Account. All Contributions are to be paid over to the
Trustee to be held in the Trust Fund and invested in accordance with the terms of the Plan and the
Trust.



     7.2 Investment Fund.




     (a) Establishment of Investment Funds. In accordance with the investment
policy and objectives established by the Plan Administrator and the terms of the Plan and
the Trust, the Trustee shall establish and maintain for the investment of assets of the
Trust Fund, Investment Funds for the investment of Contributions and Accounts. Such
Investment Funds shall be made available in a manner sufficient to comply with ERISA
Section 404(c). The Trustee shall also be permitted to eliminate one or more of the then
existing Investment Funds, whether or not replaced with a new Investment Fund. Such
Investment Funds shall be established and modified by the Trustee from time to time without
necessity of amendment to the Plan. Investment Funds also may be established and maintained
for any limited purpose(s) the Plan Administrator may direct (for example, for the
investment of certain specified Accounts transferred from a prior plan). Notwithstanding
the above, the Trustee, upon the direction of the Plan Administrator, shall establish a
Company Stock Investment Fund. Such fund may only be established upon the direction of the
Plan Administrator, and shall only be modified or eliminated upon direction of the Plan
Administrator. The Trustee thus shall have no discretion with respect to or control over
any such investment fund.




     (b) Reinvestment of Cash Earnings. Any investment earnings received in the
form of cash with respect to any Investment Fund (in excess of the amounts necessary to make
cash distributions or Restoration Contributions or to pay Plan or Trust expenses) shall be
reinvested in such Investment Fund.



     7.3 Participant Direction of Investments. Subject to the provisions of section 404(c)
of ERISA, each Participant or Beneficiary generally may direct the manner in which his Accounts and
Contributions shall be invested in and among the Investment Funds described in Section 7.2.
Participant investment directions shall be made in accordance with the requirements of ERISA
section 404(c) and the following terms:




     (a) Investment of Contributions. Except as otherwise provided in this Section,
each Participant may elect, on a form provided by the Plan Administrator, through an
interactive telephone system, website or in such other manner as the Plan Administrator may
prescribe, the percentage of his future Contributions that will be invested in each
Investment Fund. An initial election of a Participant shall be made as of the Entry Date
coinciding with or immediately following the date the Participant



36









 







commences or recommences participation in the Plan and shall apply to all such
specified Contributions credited to such Participant’s Account after such Entry Date;
provided, an earlier investment election may be made with respect to a Rollover Contribution
made before an Employee becomes an Active Participant. Such Participant may make subsequent
elections as of any Valuation Date, and such elections shall apply to all such Contributions
credited to such Participant’s Accounts following such date; for purposes hereof,
Contributions and/or Forfeitures that are credited to a Participant’s or Beneficiary’s
Account shall be subject to the investment election in effect on the date on which such
amounts are actually received and credited, regardless of any prior date “as of” which such
Contributions may have been allocated to his Account. Any election made pursuant to this
subsection with respect to future Contributions shall remain effective until changed by the
Participant. In the event a Participant never makes an investment election or makes an
incomplete or insufficient election in some manner, the Trustee, based on authorized
directions from the Plan Administrator, shall direct the investment of the Participant’s
future Contributions.




     (b) Investment of Existing Account Balances. Except as otherwise provided in
this Section, each Participant or Beneficiary may elect, on a form provided by the Plan
Administrator, through an interactive telephone system, website or in such other manner as
the Plan Administrator may prescribe, the percentage of his existing Accounts that will be
invested in each Investment Fund. Such Participant or Beneficiary may make such elections
effective as of any Valuation Date following his Entry Date into the Plan. Each such
election shall remain in effect until changed by such Participant or Beneficiary. In the
event a Participant fails to make an election for his existing Account pursuant to the terms
of this subsection (b) which is separate from any election he made for his Contributions
pursuant to the terms of subsection (a) hereof, or if a Participant’s or Beneficiary’s
investment election is incomplete or insufficient in some manner, the Participant’s or
Beneficiary’s existing Account will continue to be invested in the same manner provided
under the terms of the initial election affecting his Contributions.




     (c) Conditions Applicable to Elections. Allocations of investments in the
various Investment Funds, as described in Subsections (a) and (b) hereof, shall be made in
even multiples of 1 percent as directed by the Participant or Beneficiary. The Plan
Administrator shall have complete discretion to adopt and revise procedures to be followed
in making such investment elections. Such procedures may include, but are not limited to,
the process of the election, the permitted frequency of making elections, the deadline for
making elections and the effective date of such elections; provided, elections must be
permitted at least once every 3 months. Any procedures adopted by the Plan Administrator
that are inconsistent with the deadlines or procedures specified in this Section shall
supersede such provisions of this Section without the necessity of a Plan amendment.




     (d) Restrictions on Investment. To the extent any investment or reinvestment
restrictions apply with respect to any Investment Funds (for example, restrictions on
changes of investments between competing funds) or as a result of unanticipated depletion of
cash liquidity within an Investment Fund, a Participant’s or Beneficiary’s ability to direct
investments hereunder may be limited.



37









 






     (e) Sales and Purchases of Company Stock. Up to 100 percent of the Trust Fund
may be invested in Company Stock by investing in the Company Stock Investment Fund described
in Section 7.2, as follows:




     (1) To the extent that any cash amounts received by or held in the Trust Fund
are to be invested in Company Stock, the Trustee, as directed by the Plan
Administrator, or, pursuant to Section 7.3, by a Participant or Beneficiary, shall
effect purchases of whole shares of Company Stock pursuant to procedures established
by the Plan Administrator. The Trustee shall make such purchases in compliance with
all applicable securities laws and may purchase Company Stock (A) in the open
market, (B) in privately negotiated transactions with holders of Company Stock
and/or the Controlling Company, and/or (C) through the exercise of stock rights,
warrants or options. With respect to Company Stock purchased on the open market,
the total cost to Participants shall include acquisition costs.




     (2) To the extent that any shares of Company Stock held in the Trust Fund are
to be liquidated for purposes of investing in one or more of the other Investment
Funds, making distributions and/or otherwise, the Trustee, in a manner consistent
with the terms of subsection (e)(1) hereof, shall sell, at fair market value, the
appropriate number of shares of Company Stock to effect such election.




     (3) If Company Stock is to be purchased or sold, such purchases and sales shall
be made as soon as administratively practicable.



     7.4 Valuation.




     (a) As of each Valuation Date, the Trustee shall determine the fair market value of
each of the Investment Funds after first deducting any expenses which have not been paid by
the Participating Companies. All costs and expenses incurred in connection with Plan
investments and, unless paid by the Participating Companies, all costs and expenses incurred
in connection with the general administration of the Plan and the Trust, shall be allocated
between the Investment Funds in the proportion in which the amount invested in each
Investment Fund bears to the amount invested in all Investment Funds as of the appropriate
Valuation Date; provided, all costs and expenses directly identifiable to one Investment
Fund shall be allocated to that Investment Fund.




     (b) All purchases and sales of Company Stock or Investment Fund units shall be credited
to a Participant’s account for reporting purposes after the purchase and sale of the Company
Stock or such units is settled by the Trustee.




     (c) In the event Company Stock or other qualifying securities are or become not readily
tradable on an established market, the fair market value thereof shall be as determined by
an independent appraiser meeting requirements similar to those contained in Treasury
Regulations promulgated under section 170(a)(1) of the Code and shall be determined (i), in
the case of a transaction between the Plan and a disqualified person, as of the date of the
transaction; or (ii), in the case of all other transactions, as of the most



38









 







recent prior date in the Plan Year of the transaction or the immediately preceding Plan
Year for which such value has been so determined by such an appraiser.



     7.5 Voting and Tender Offer Rights.




     (a) Voting and Tender Offer Rights With Respect to Investment Funds. To the
extent and in the manner permitted by the Trust and/or any documents establishing or
controlling any of the Investment Funds, Participants and Beneficiaries shall be given the
opportunity to vote and tender their interests in each such Investment Fund. Otherwise,
such interests shall be voted and/or tendered by the Investment Manager or other fiduciary
that controls such Investment Fund, as may be provided in the controlling documents.




     (b) Voting and Tender Offer Rights With Respect to Company Stock.
Notwithstanding any other provisions of this Plan, the provisions of this
Section 7.5(b) shall govern the voting and tendering of Company Stock held in the Trust
Fund.




     (1) Voting.




     (A) At the time of mailing of notice of each annual or special
stockholder’s meeting, the Controlling Company or its soliciting agent shall
send a copy of such notice and all proxy solicitation materials to each
Participant, together with a voting instruction form for return to the
Trustee or its designee. Such form shall show the number of full and
fractional shares of Company Stock credited to the Participant’s Account.
For purposes of this Section 7.5(b), the number of shares of Company Stock
deemed “credited” to any Participant’s Account shall be determined as of the
last preceding Valuation Date for which crediting and adjustment of Accounts
has been completed. The Controlling Company shall provide the Trustee with
a copy of any materials provided to the Participants and shall certify to
the Trustee, if requested, that such materials have been mailed or otherwise
sent to Participants.




     (B) Each Participant shall have the right to instruct the Trustee as to
the manner in which the Trustee is to vote that number of shares of Company
Stock allocated to such Participant’s Accounts. Instructions from a
Participant to the Trustee concerning the voting of Company Stock shall be
communicated in writing, or any other means established by the Trustee.
Upon its receipt of such instructions, the Trustee shall vote such shares of
Company Stock as instructed by the Participant. If the Trustee shall not
receive voting instructions from a Participant with respect to shares of
Company Stock allocated to the Participant’s Account, the Trustee shall vote
such shares in accordance with Section 7.5(b)(1)(C) below.



39









 






     (C) The Trustee shall vote all shares of Company Stock as to which it
has not received voting instructions in the same proportion on each issue as
it votes those shares allocated to Participants’ Accounts for which it
received voting instructions from Participants.




     (D) Any instruction or other communication by a Participant to the
Trustee concerning any voting matter shall be held in confidence by the
Trustee and shall not be divulged to the Controlling Company or to any
officer or employee thereof or to any other person or entity.




     (E) For purposes of this subsection (1), as well as subsection (2)
below, the term “Participant” shall include the beneficiary of a deceased
Participant and any alternate payee (as described in Section 9.5) for whom
an account has been established with an interest in Company Stock.




     (2) Tender Offers.




     (A) Upon commencement of a tender offer for Company Stock, the
Controlling Company shall notify each Participant of such tender offer and
utilize its best efforts to distribute or cause to be distributed to the
Participant such information as is distributed to shareholders of the
Controlling Company in connection with such tender offer and shall provide a
means by which the Participant can instruct the Trustee whether or not to
tender the Company Stock credited to such Participant’s Account. The
Controlling Company shall provide the Trustee with a copy of any materials
provided to the Participants and shall certify to the Trustee, if requested,
that such materials have been mailed or otherwise sent to Participants.




     (B) Each Participant, whether or not such Participant is then vested in
such Participant’s Accounts, shall have the right to instruct the Trustee as
to the manner in which the Trustee is to respond to the tender offer for any
or all of the Company Stock held in the Company Stock Investment Fund that
are credited to such Participant’s Account. Instructions from a Participant
to the Trustee concerning the tender of Company Stock shall be communicated
in writing, or any other means established by the Trustee. The Trustee
shall respond to the tender offer with respect to such Company Stock as
instructed by the Participant. if a Trustee has not received tender
instructions from a Participant with respect to Company Stock credited to
that Participant’s Account, the Trustee shall have the responsibility for
responding to the tender offer with respect to such shares.




     (C) A Participant who has directed the Trustee to tender any or all of
the shares of Company Stock credited to such Participant’s Account may, at
any time prior to the tender offer withdrawal date, instruct the



40









 







Trustee to withdraw, and the Trustee shall withdraw, such shares from
the tender offer prior to the tender offer withdrawal deadline. A
Participant shall not be limited as to the number of instructions to tender
or withdraw that the Participant may give to the Trustee.




     (D) Any instruction or other communication by a Participant to the
Trustee concerning any tender offer matter shall be held in confidence by
the Trustee and shall not be divulged to the Controlling Company or to any
officer or employee thereof or to any other person or entity.



     7.6 Fiduciary Responsibilities for Investment Directions. All fiduciary
responsibility with respect to the selection of Investment Funds for the investment of a
Participant’s or Beneficiary’s Accounts shall be allocated to the Participant or Beneficiary who
directs the investment. Neither the Plan Administrator, the Investment Manager, the Trustee nor
any Participating Company shall be accountable for any loss sustained by reason of any action
taken, or investment made, pursuant to an investment direction.



     7.7 Appointment of Investment Manager; Authorization to Invest in Collective Trust.




     (a) Investment Manager. The Plan Administrator may appoint any one or more
individuals or entities to serve as the Investment Manager or Managers of the entire Trust
or of all or any designated portion of a particular Investment Fund or Investment Funds.
The Investment Manager shall certify that it is qualified to act as an “investment manager”
within the meaning of Section 3(38) of ERISA and shall acknowledge in writing its fiduciary
status with respect to the assets placed under its control. The appointment of the
Investment Manager shall be effective upon the Trustee’s receipt of a copy of an appropriate
Plan Administrator resolution (or such later effective date as may be contained therein),
and the appointment shall continue in effect until receipt by the Trustee of a copy of an
Plan Administrator resolution removing or accepting the resignation of the Investment
Manager (or such later effective date as may be specified therein). If an Investment
Manager is appointed, the Investment Manager shall have the power to manage, acquire and
dispose of any and all assets of the Trust Fund, as the case may be, which have been placed
under its control, except to the extent that such power is reserved to the Trustee by the
Controlling Company. If an Investment Manager is appointed; the Trustee shall be relieved
of any and all liability for the acts or omissions of the Investment Manager, and the
Trustee shall not be under any obligation to invest or otherwise manage any assets which are
subject to the management of the Investment Manager.




     (b) Collective Trust. The Plan Administrator may designate that all or any
portion of the Trust Fund shall be invested in a collective trust fund, in accordance with
the provisions of Revenue Ruling 81-100 or any successor ruling, which collective trust fund
shall have been specifically identified in the Trust and adopted thereby as part of the
Plan. The trustee of said collective trust shall be appointed as either a co-trustee or
Investment Manager of the Plan, effective upon the Trustee’s receipt of a copy of an
appropriate Plan Administrator resolution (or such later effective date as may be contained
therein), and the investment in said collective trust shall continue in effect until



41









 







receipt by the Trustee of a copy of an Plan Administrator resolution terminating said
investment (or such later effective date as may be contained therein). Said designation or
direction shall be in addition to the powers to invest in commingled funds maintained by the
Trustee provided for in the Trust.



     7.8 Purchase of Life Insurance. Life insurance contracts shall not be purchased.



     7.9 Transition Rule. For purposes of effectuating a change in the Plan’s
recordkeeper, and notwithstanding anything contained in this Article VII to the contrary, the Plan
Administrator may designate a period during which no participant direction of investments shall be
permitted.



     7.10 Effective Date of Employer Stock Fund Amendments. The provisions of Sections
1.19, 7.2(a), 7.3(e), 7.4 and 7.5 were first effective as of March 15, 2000.



ARTICLE VIII




VESTING IN ACCOUNTS




     8.1 General Vesting Rule.




     (a) Fully Vested Accounts. All Participants shall at all times be fully vested
in their Pre-Tax and Rollover Accounts, as well as in any subaccount that holds Qualified
Nonelective Contributions made in their behalf. Transfer Accounts shall be subject to the
vesting schedule in subsection (d) hereof unless a different vesting schedule is specified
on a schedule to the Plan.




     (b) Prior Plan Participants. All individuals who were participants under the
Prior Plan on December 31, 2000, shall be credited with years of vesting service in
accordance with the terms of the Prior Plan on that date.




     (c) Thorn Americas Plan Participants. All Participants who were participants
in the Thorn Americas Plan shall become fully vested in all assets credited to their
respective Matching Accounts on December  31, 1998.




     (d) Matching Account and Profit Sharing Account. Except as provided in
Sections 8.2, 8.3 and 8.4, the Matching Account and Profit Sharing Account of each
Participant (including Participants who were participants in the Thorn Americas Plan, with
respect to contributions credited to their respective Matching Accounts and Profit Sharing
Accounts after January 1, 1999), who performs an Hour of Service on or after the Effective
Date shall vest in accordance with the following vesting schedule, based on the total of the
Participant’s Years of Vesting Service:



42









 





	 	 	 	 	 
	Years of Vesting Service	 	Vested Percentage of Participant’s
	Completed by Participant	 	Matching Account and Profit Sharing Account
	Less than 1 Year
	 	 	0	%
	1 Year, but less than 2
	 	 	20	%
	2 Years, but less than 3
	 	 	40	%
	3 Years, but less than 4
	 	 	60	%
	4 Years, but less than 5
	 	 	80	%
	5 Years or more
	 	 	100	%






     8.2 Vesting Upon Attainment of Normal Retirement Age, Death or Disability.
Notwithstanding Section 8.1, a Participant’s Matching Account and Profit Sharing Account shall
become 100 percent vested and nonforfeitable upon the occurrence of any of the following events:




     (a) The Participant’s attainment of Normal Retirement Age while still employed as an
employee of any Affiliate;




     (b) The Participant’s death while still employed as an employee of any Affiliate; or




     (c) The Participant’s becoming Disabled while still employed as an employee of any
Affiliate.



     8.3 Timing of Forfeitures and Vesting after Restoration Contribution. If a
Participant who is not yet 100 percent vested in his Matching and Profit Sharing Accounts separates
from service with all Affiliates, the nonvested amount in his Matching and Profit Sharing Accounts
shall be forfeited and shall become available for allocation as a Forfeiture (in accordance with
the terms of Section 5.5) in the Plan Year after such Participant incurs 5 consecutive 1-year
Breaks in Service; provided, if such Participant elects to receive a distribution of all of his
vested Matching and Profit Sharing Accounts, the nonvested amount in the Matching and Profit
Sharing Accounts (i) shall be forfeited and shall become available for allocation as a forfeiture
(in accordance with the terms of Section 5.5) in the Plan Year during which such distribution
occurs and (ii) shall be subject to the restoration rules set forth herein; and, provided further,
if a Participant has no vested interest in his Matching and Profit Sharing Accounts at the time he
separates from service, he shall be deemed to have received a cash-out distribution at the time he
separates from service, and the forfeiture provisions of this Section shall apply. If such a
Participant resumes employment with an Affiliate after he has incurred 5 or more consecutive Breaks
in Service, such nonvested amount shall not be restored. If such a Participant resumes employment
with an Affiliate before he has incurred 5 consecutive Breaks in Service, the nonvested amount
shall be restored as follows:




     (a) Reemployment and Vesting After Cash-Out Distribution. If by the date of
reemployment such a Participant has received a distribution of the entire vested interest in
his Matching and Profit Sharing Accounts not later than the second Plan Year following the
Plan Year in which his separation from service with all Affiliates occurred,



43









 







the provisions of Section 3.7(a) shall be applicable (requiring repayment by such a
Participant as a condition for restoration of the nonvested amount). Upon such repayment,
the rehired individual immediately shall be credited on the Vesting Schedule set forth in
Section 8.1 with all previously earned Years of Vesting Service.




     (b) Reemployment and Vesting Before Any Distribution. If such a Participant
has no vested interest in his Account (such that he had a deemed cashout of his Matching and
Profit Sharing Accounts), his Matching and Profit Sharing Accounts shall be restored
pursuant to the terms of Section 3.7 and then shall be subject to all of the vesting rules
in this Article VIII as if no Forfeitures had occurred.



     8.4 Vesting after Delayed or In-Service Distribution. If a Participant (i) has
received an in-service withdrawal of all or a portion of his Matching Account and/or Profit Sharing
Account, or (ii) or becomes reemployed by any Affiliate before incurring 5 consecutive 1-year
Breaks in Service and after having received a distribution of the entire vested interest in his
Matching and Profit Sharing Accounts later than the close of the second Plan Year following the
Plan Year in which separation from service with all Affiliates occurred, then, notwithstanding the
general rules set forth in Section 8.1, the nonvested amount of his Accounts shall be restored
pursuant to the terms of Section 3.8, and the total amount of his undistributed Matching Account
(including the restored amount) shall be credited to his Matching Account and the total amount of
his undistributed Profit Sharing Account (including the restored amount shall be credited to his
Profit Sharing Account. The vested interest of such Participant in such Matching and Profit
Sharing Accounts prior to the date such Participant (i) again separates from service with all
Affiliates, (ii) incurs 5 consecutive Breaks in Service (such that the nonvested portions of his
Matching and Profit Sharing Accounts are forfeited), or (iii) becomes 100 percent vested pursuant
to the terms of Sections 8.1 or 8.2 hereof (whichever is earliest), shall be determined pursuant to
the following formula:



X = P (AB + [R x D]) – (R x D),



where X is the vested interest at the relevant time (that is, the time at which the
vested percentage in such Matching Account cannot increase); P is the vested percentage at the
relevant time; AB is the balance of his Matching Account at the relevant time; D is the amount of
the distribution; and R is the ratio of his Matching Account balance at the relevant time to such
Account’s balance immediately after the distribution.




     8.5 Amendment to Vesting Schedule. Notwithstanding anything herein to the contrary,
in no event shall the terms of any amendment to the Plan reduce the vested percentage that any
Participant has earned under the Plan. In the event that the Plan provides for Participants to
vest in their Accounts at a rate which is faster than that provided under any amendment hereto (or
in the event any other change is made that directly has an adverse effect on Participants’ vested
percentage), any Participant who has 3 or more years of vesting service (calculated in a manner
consistent with Treasury Regulation Section 1.411(a)-8T (or any successor section)) may elect to
have his vested percentage calculated under the schedule in the Plan before any such change, and
the Plan Administrator shall give each such Participant notice of his rights to make such an
election. The period during which the election may be made shall commence with the date the
amendment is adopted or deemed to be made and shall end on the



44









 







latest of: (1) 60 days after the amendment is adopted; (2) 60 days after the amendment becomes
effective; or (3) 60 days after the Participant is issued written notice of the amendment by a
Participating Company or Plan Administrator.



ARTICLE IX




PAYMENT OF BENEFITS FROM ACCOUNTS




     9.1 Benefits Payable Upon Separation From Service for Reasons Other Than Death.




     (a) General Rule Concerning Benefits Payable. In accordance with the terms of
subsection (b) hereof and subject to the restrictions set forth in Subsections (c) and (d)
hereof, if a Participant separates from service with all Affiliates for any reason other
than death, or if a Participant becomes Disabled but remains an employee of an Affiliate, he
(or his Beneficiary, if he dies after such separation from service) shall be entitled to
receive or begin receiving a distribution of (i) the vested amount credited to his Account
determined as of the Valuation Date on which such distribution is processed, plus (ii) the
vested amount of any Contributions made on his behalf since such Valuation Date. For
purposes of this Article, the “date on which such distribution is processed” refers to the
date established for such purpose by administrative practice, even if actual payment and/or
processing is made at a later date due to delays in the valuation, administrative or any
other procedure.




     (b) Timing of Distribution.




     (1) Except as provided in Subsections (b)(2), (b)(3) and (d) hereof, benefits
payable to a Participant under this Section shall be distributed as soon as
administratively practicable after the Participant becomes Disabled or separates
from service with all Affiliates for any reason other than death.




     (2) Notwithstanding the foregoing, in the event that (A) the value of the
Participant’s Account exceeds or at the time of any prior distribution exceeded
$1,000 and (B) the distribution date described in subsection (b)(1) hereof occurs or
is to occur prior to the Participant’s attainment of Normal Retirement Age, benefits
shall not be distributed to such Participant at the time set forth in subsection
(b)(1) hereof without the Participant’s written election on a form provided by the
Plan Administrator. In order for such Participant’s election to be valid, he must
actually separate from service or he must become Disabled on or before the
distribution date described in subsection (b)(1), his election must be filed with
the Plan Administrator within the 30-day period ending on such date, and the Plan
Administrator (no later than 30 days before such distribution date) must have
presented him with a notice informing him of his right to defer his distribution;
provided, the Participant may elect to waive the minimum 30 day notice period and to
receive his distribution before the end of such period. If the Participant does not
consent in writing to the distribution of his benefit at such time, his benefit
shall be distributed as soon as practicable after the earlier of (i)



45









 







the date he files a written election with the Plan Administrator requesting
such payment, or (ii) the date he attains age 65.




     (3) Notwithstanding anything in the Plan to the contrary, in no event shall
payment of the Participant’s benefit be made later than 60 days after the end of the
Plan Year which includes the latest of (i) the date on which the Participant
attained Normal Retirement Age, (ii) the date which is the 10th anniversary of the
date he commenced participation in the Plan, or (iii) the date he actually separates
from service with all Affiliates; provided, if the amount of the payment cannot be
ascertained by the date as of which payments are scheduled to be made hereunder,
payment shall be made no later than 60 days after the earliest date on which such
payment can be ascertained under the Plan.




     (4) Notwithstanding anything in the Plan to the contrary, the Participant’s
benefit payments shall be made (or commence) no later than as provided for in
Section 9.12.




     (c) Restrictions on Distributions from Pre-Tax Accounts. Notwithstanding
anything in the Plan to the contrary, (i) amounts in the Participant’s Pre-Tax Account,
(ii) amounts in a Participant’s Transfer Accounts credited with pre-tax contributions, and
amounts in a Participant’s Qualified Nonelective Contributions subaccount, if any, shall not
be distributable to such Participant earlier than the earliest of the following to occur:




     (1) The Participant’s death, Disability or Severance from Employment with all
Affiliates;




     (2) The termination of the Plan without the establishment or maintenance of a
successor defined contribution plan (other than an employee stock ownership plan as
defined in Code section 4975(e)) at the time the Plan is terminated or within the
period ending 12 months after the final distribution of all assets in all Pre-Tax
and Transfer Accounts described above in this subsection (c); provided, if fewer
than 2 percent of the Employees who are or were eligible under the Plan at the time
of its termination are or were eligible under another defined contribution plan at
any time during the 24 month period beginning 12 months before the time of
termination, such other plan shall not be a successor plan;




     (3) The date of disposition by the Participating Company employing such
Participant of substantially all of its assets (within the meaning of Code
section 409(d)(2)) that were used by such Participating Company in a trade or
business; provided, such Participant continues employment with the corporation
acquiring such assets. The sale of 85 percent of the assets used in a trade or
business will be deemed a sale of “substantially all” of the assets used in such
trade or business;




     (4) The date of disposition by the Participating Company employing such
Participant of its interest in a subsidiary (within the meaning of Code



46









 







section 409(d)(3)); provided, such Participant continues employment with such
subsidiary;




     (5) The attainment by such Participant of age 591/2; or




     (6) Except in the case of Qualified Nonelective Contributions (and the earnings
thereon), the Participant’s incurrence of a financial hardship as described in
Section 10.1;




provided, for an event described in Subsections (c)(2), (c)(3) or (c)(4) hereof to
constitute events permitting a distribution from a Pre-Tax Account or a sub-account
containing Qualified Nonelective Contributions (or the affected Transfer Accounts), such
distribution must be made on account of such event in the form of a lump sum distribution,
as defined in Code section 402(d)(4) (without regard to clauses (i), (ii), (iii) and (iv) of
subparagraph (A), or subparagraphs (B) and (F) thereof); and provided further, for the
events described in Subsections (c)(3) or (c)(4) hereof to constitute events permitting such
a distribution, the Participating Company must maintain the Plan after the disposition.




     (d) Delay Upon Reemployment or Termination of Disability. If a Participant
becomes eligible to receive a benefit payment in accordance with the terms of subsection (a)
and subsequently is reemployed by an Affiliate (or ceases to be Disabled, as applicable)
prior to the time his Account has been distributed, the distribution to such Participant
shall be delayed until such Participant again becomes eligible to receive a distribution
from the Plan.



     9.2 Death Benefits.




     (a) General Rule. If a Participant dies before payment of his benefits from
the Plan is made, the Beneficiary or Beneficiaries designated by such Participant in his
latest beneficiary designation form filed with the Plan Administrator in accordance with the
terms of Section 9.6 shall be entitled to receive a distribution of the total of (i) the
entire vested amount credited to such Participant’s Account determined as of the Valuation
Date on which the distribution is processed, plus (ii) any Contributions made on such
Participant’s behalf since such Valuation Date. Benefits shall be distributed to such
Beneficiary or Beneficiaries as soon as administratively feasible (and, if practicable,
within 90 days) after the date of the Participant’s death (or, if later, after timing
restrictions and requirements under the Code are satisfied). As required by Code
section 401(a)(9), in no event shall any such distribution be made later than 5 years after
the date of the Participant’s death. The Plan Administrator may direct the Trustee to
distribute a Participant’s Account to a Beneficiary without the written consent of such
Beneficiary.




     (b) Rule for Surviving Spouse as Beneficiary. Notwithstanding
subsection 9.2(a), if the Beneficiary is a surviving Spouse and is eligible to receive the
Participant’s benefits, payment of such benefit shall commence as soon as practicable
following the later of (i) the date on which the Participant would have attained his



47









 







Normal Retirement Age (if he had survived) or (ii) the Participant’s date of death;
provided, if the Participant dies before his Normal Retirement Age, the Spouse instead may
elect (in a form provided for this purpose by the Plan Administrator and in a manner that
satisfies the requirements of the Retirement Equity Act of 1984) for the payment of his
survivor benefit to be distributed in a single lump-sum as soon as practicable following the
Participant’s date of death.




     (c) Minimum Benefit Rule. Since all distributions under the Plan will be made
in a single lump-sum, all distributions will, in fact, comply with the “minimum benefit
rule” of Code section 401(a)(9), the regulations promulgated under Code section 401(a)(9),
including Treasury Regulation section 1.401(a)(9)-2 and any other provisions reflecting the
requirements of Code section 401(a)(9) and prescribed by the Internal Revenue Service, all
of which are incorporated by reference.



     9.3 Forms of Distribution.




     (a) General Rule. Except as provided in subsection (b), Participants shall be
entitled to elect to have all benefits described in this Article IX distributed by payment
in a lump sum; provided, to the extent a Participant’s or Beneficiary’s Account is invested
in at least 5 whole shares of Company Stock, the Participant or Beneficiary may elect to
receive his distribution in whole shares of such stock, rather than in cash.




     (b) Direct Rollover Distributions. If a Participant, Surviving Spouse, or a
spousal alternate payee under a qualified domestic relations order who is the recipient of
any Eligible Rollover Distribution, elects to have such Eligible Rollover Distribution paid
directly to an Eligible Retirement Plan and specifies (in such form and at such time as the
Plan Administrator may prescribe) the Eligible Retirement Plan to which such distribution is
to be paid, such distribution shall be made in the form of a direct trustee-to-trustee
transfer to the specified Eligible Retirement Plan; provided, such transfer shall be made
only to the extent that the Eligible Rollover Distribution would be included in gross income
if not so transferred (determined without regard to Code section 402(c) and
section 403(a)(4)).



     9.4 Cash-Out Payment of Benefit. Notwithstanding anything to the contrary in this
Article IX, in the event that (i) a Participant has not elected a distribution in accordance with
Section 9.1(b)(2) and the amount of his vested Account balance falls below $1,000 at any time
following the date he is first eligible for a distribution, or (ii) the amount of the Participant’s
vested Account balance is $1,000 or less when he is first eligible for a distribution, the Plan
Administrator may distribute such Participant’s vested Account balance to him without written
consent, provided that (A) proper notice regarding the Participant’s rights to a distribution is
given to the Participant, and (B) the amount of the vested Account balance remains less than $1,000
on the date the distribution is made.



     In determining the value of a Participant’s Account for purposes of this Section 9.4 relating
to the $1,000 limit, the Plan Administrator shall include that portion of the Participant’s Account
that is attributable to Rollover Contributions (and earnings allocable thereto) within the meaning
of Code Sections 402(c), 403(a)(4), 403(b)(8), 408(d)(3)(A)(ii) and 457(e)(16).



48









 





     In the event a Participant has no vested interest in his Account at the time of his separation
from service, he shall be deemed to have received a cash-out distribution at the time of his
separation from service, and the forfeiture provisions of Section 8.3 shall apply.



     9.5 Qualified Domestic Relations Orders. In the event the Plan Administrator receives
a domestic relations order which it determines to be a qualified domestic relations order, the Plan
shall pay such benefit to the prescribed alternate payee(s) at such time and in such form as shall
be described in the qualified domestic relations order and permitted under Section 15.1(b). If the
qualified domestic relations order requires immediate payment, the specified benefit shall be paid
to the alternate payee as soon as practicable following the end of the month within which the Plan
Administrator determines that the order is qualified or, if later, after timing restrictions and
requirements under the Code are satisfied. To the extent consistent with the qualified domestic
relations order, the amount of the payment to an alternate payee shall include earnings, interest
and other investment proceeds through (but not after) the Valuation Date as of which the Trustee
processes the distribution. If a Participant’s Account is partially paid or payable to an
alternate payee, the Participant’s remaining portion of his Account shall be reduced accordingly
and shall be subject to the distribution provisions in this Article IX.



     9.6 Beneficiary Designation.




     (a) General. In accordance with the terms of this Section, Participants shall
designate and from time to time may redesignate their Beneficiary or Beneficiaries of the
benefits described in this Article IX in such form and manner as the Plan Administrator may
determine. A Participant shall be deemed to have named his Surviving Spouse, if any, as his
sole Beneficiary unless his Spouse consents to the payment of all or a specified portion of
the Participant’s benefit to a Beneficiary other than or in addition to the Surviving Spouse
in a manner satisfying the requirements of a Qualified Spousal Waiver and such other
procedures as the Plan Administrator may establish. Notwithstanding the foregoing, a
married Participant may designate a nonspouse Beneficiary without a Qualified Spousal Waiver
if the Participant establishes to the satisfaction of the Plan Administrator that a
Qualified Spousal Waiver may not be obtained because his Spouse cannot be located or such
other permissible circumstances exist as the Secretary of the Treasury may prescribe by
regulation.




     (b) No Designation or Designee Dead or Missing. In the event that:




     (1) a Participant dies without designating a Beneficiary;




     (2) the Beneficiary designated by a Participant is not surviving when a payment
is to be made to such person under the Plan, and no contingent Beneficiary has been
designated; or




     (3) the Beneficiary designated by a Participant cannot be located by the Plan
Administrator within 1 year after the date benefits are to commence to such person;



49









 






     then, in any of such events, the Beneficiary of such Participant with respect
to any benefits that remain payable under this Article IX shall be the Participant’s
Surviving Spouse, if any, and if not, then the estate of the Participant.




     (c) Former Spouse. Upon the marriage of a single Participant who was formerly
married and upon the entry of a decree of divorce respecting a married Participant and his
or her former spouse, any designation of a former spouse as Beneficiary of such Participant
shall be revoked automatically and become ineffective on and after the date the decree is
entered, unless otherwise provided in a Qualified Domestic Relations Order. The automatic
revocation of such Beneficiary designation shall cause the Participant’s benefit to be
distributed under the provisions of the Plan as if such spouse had predeceased the
Participant. However, a Participant may designate a former spouse as a Beneficiary under
the Plan, provided a properly completed Beneficiary designation form is filed with the
Administrative Committee subsequent to the marriage of a single Participant who was formerly
married or the entry of a decree of divorce respecting a Participant and a former spouse.



     9.7 Claims and Appeal Procedures.




     (a) Claims and Appeal Procedures. The Plan Administrator shall adopt, and may
change from time to time, claims and appeal procedures, provided that such claims and appeal
procedures and any changes thereto shall conform with Section 503 of the Employee Retirement
Income Security Act of 1974 and the regulations promulgated thereunder. Such claims and
appeal procedures, as in effect from time to time, shall be deemed to be incorporated herein
and made a part hereof.




     (b) Satisfaction of Claims. Any payment to a Participant or Beneficiary, or to
his legal representative or heirs at law, all in accordance with the provisions of the Plan,
shall to the extent thereof be in full satisfaction of all claims hereunder against the
Trustee, the Plan Administrator and the Adopting Company, any of whom may require such
Participant, Beneficiary, legal representative or heirs at law, as a condition to such
payment, to execute a receipt and release therefore in such form as shall be determined by
the Trustee, the Plan Administrator or the Adopting Company, as the case may be. If receipt
and release shall be required but execution by such Participant, Beneficiary, legal
representative or heirs at law shall not be accomplished so that the terms of Section 9.1
(b) (dealing with the timing of distributions) may be fulfilled, such benefits may be
distributed or paid into any appropriate court or to such other place as such court shall
direct, for disposition in accordance with the order of such court, and such distribution
shall be deemed to comply with the requirements of Section 9.1(b).



     9.8 Explanation of Rollover Distributions. Within a reasonable period of time (as
defined for purposes of Code section 402(f)) before making an Eligible Rollover Distribution from
the Plan to a Participant or Beneficiary, the Plan Administrator shall provide such Participant or
Beneficiary with a written explanation of (i) the provisions under which the distributee may have
the distribution directly transferred to another Eligible Retirement Plan, (ii) the provisions
which require the withholding of tax on the distribution if it is not directly transferred to
another Eligible Retirement Plan, (iii) the provisions under which the distribution



50









 







will not be subject to tax if transferred to an Eligible Retirement Plan within 60 days after
the date on which the distributee receives the distribution, and (iv) such other terms and
provisions as may be required under Code section 402(f) and the regulations promulgated thereunder.



     9.9 Unclaimed Benefits. The Plan shall not require either the Plan Administrator or
the Trustee to search for, or to ascertain the whereabouts of, any Participant or Beneficiary. In
the event (i) a Participant becomes entitled to benefits under this Article IX, other than death
benefits, (ii) the Plan Administrator is unable to locate such Participant (after sending a letter
return receipt requested to the Participant’s last known address) and (iii) the Participant fails
to claim his distributive share or make his whereabouts known in writing to the Plan Administrator
within six (6) months from the date of the mailing of the letter notifying such Participant of his
entitlement to such benefits, then the full Account of the Participant shall be deemed abandoned
and treated as a Forfeiture. A Forfeiture under this paragraph, will occur at the end of the
notice period or, if later, the earliest date applicable Treasury Regulations would permit the
Forfeiture; provided, in the event such Participant is located or makes a claim subsequent to the
allocation of the abandoned Account; the amount of such abandoned Account (unadjusted for any
investment gains or losses from the time of abandonment) shall be restored (from abandoned
Accounts, Forfeitures, Trust earnings or Contributions made by the Participating Companies) to such
Participant, as appropriate; and provided further, the Plan Administrator, in its sole discretion,
may delay the deemed date of abandonment of any such Account for a longer period if it believes
that it is in the best interest of the Plan to do so.



     9.10 Transition Rule. For purposes of effectuating a change in the Plan’s
recordkeeper, and notwithstanding anything contained in this Article IX to the contrary, the Plan
Administrator may designate a period during which no distributions shall be permitted.



     9.11 Distribution Upon Severance from Employment. A Participant’s Accounts shall be
distributable on account of the Participant’s Severance from Employment, regardless of when the
Severance from Employment occurred. However, such a distribution shall be subject to the other
provisions of the Plan regarding distributions, other than provisions that require a separation
from service before such amounts may be distributed.



     9.12 Minimum Distribution Requirements. Rev. Proc. 2002-29 required that qualified
retirement plans be amended by the end of the first plan year beginning on or after January 1,
2003, to comply with final and temporary regulations under Section 401(a)(9) of the Code, relating
to required minimum distributions, and provided sample amendments for this purpose. The following
provisions reflect such sample amendments, but are not intended to provide any right to any
optional form of distribution not otherwise provided in the Plan. The Plan provides for
distributions in a single, lump sum only.




     (a) General Rules.




     (1) Effective Date. The provisions of this Section 9.12 will apply for
purposes of determining required minimum distributions for calendar years beginning
with the 2003 calendar year.



51









 







     (2) Precedence. The requirements of this Section 9.12 will take
precedence over any inconsistent provisions of the Plan.




     (3) Requirements of Treasury Regulations Incorporated. All
distributions required under this Section 9.12 will be determined and made in
accordance with the Treasury regulations under Section 401(a)(9) of the Code.




     (4) TEFRA Section 242(b)(2) Elections. Notwithstanding the other
provisions of this Section 9.12 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.




     (b) Time and Manner of Distribution.




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




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




     (A) If the Participant’s Surviving Spouse is the Participant’s sole
designated Beneficiary, then, distributions to the Surviving Spouse will
begin by December 31 of the calendar year immediately following the calendar
year in which the Participant died, or by December 31 of the calendar year
in which the Participant would have attained age 701/2 , if later.




     (B) If the Participant’s Surviving Spouse is not the Participant’s sole
designated Beneficiary, then, distributions to the designated Beneficiary
will begin by December 31 of the calendar year immediately following the
calendar year in which the Participant died.




     (C) If there is no designated Beneficiary as of September 30 of the
year following the year of the Participant’s death, the Participant’s entire
interest will be distributed by December 31 of the calendar year containing
the fifth anniversary of the Participant’s death.




     (D) If the Participant’s Surviving Spouse is the Participant’s sole
designated Beneficiary and the Surviving Spouse dies after the Participant
but before distributions to the Surviving Spouse begin, this Subsection
(b)(2), other than Subsection (b)(2)(A), will apply as if the Surviving
Spouse were the Participant.




     For purpose of this Subsection (b)(2) and Subsection (d), unless Subsection
(b)(2)(D) applies, distributions are considered to begin on the



52









 







Participant’s required beginning date. If Subsection (b)(2)(D) applies,
distributions are considered to begin on the date distributions are required to
begin to the Surviving Spouse under Subsection (b)(2)(A). 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 Subsection (b)(2)(A)), the date distributions are considered to begin is the
date distributions actually commence.




     (3) Forms of Distribution. Unless the Participant’s interest is
distributed in the form of an annuity purchased from an insurance company or in a
single sum on or before the required beginning date, as of the first distribution
calendar year distributions will be made in accordance with Subsections (c) and (d)
of this Section 9.12. 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.




(c) Required Minimum Distributions During Participant’s Lifetime.




     (1) 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:




     (A) 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




     (B) 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.




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




     (d) Required Minimum Distributions After Participant’s Death.




     (1) Death On or After Date Distributions Begin.




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



53









 







designated Beneficiary, the minimum amount that will be distributed for
each distribution calendar year after the year of the Participant’s death is
the quotient obtained by dividing the Participant’s account balance by the
longer of the remaining life expectancy of the Participant or the remaining
life expectancy of the Participant’s designated Beneficiary, determined as
follows:




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




     (ii) If the Participant’s Surviving Spouse is the Participant’s
sole designated Beneficiary, the remaining life expectancy of the
Surviving Spouse is calculated for each distribution calendar year
after the year of the Participant’s death using the Surviving
Spouse’s age as of the Spouse’s birthday in that year. For
distribution calendar years after the year of the Surviving Spouse’s
death, the remaining life expectancy of the Surviving Spouse is
calculated using the age of the Surviving Spouse as of the Spouse’s
birthday in the calendar year of the Spouse’s death, reduced by one
for each subsequent calendar year.




     (iii) If the Participant’s Surviving Spouse is not the
Participant’s sole designated Beneficiary, the designated
Beneficiary’s remaining life expectancy is calculated using the age
of the Beneficiary in the year following the year of the
Participant’s death, reduced by one for each subsequent year.




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




     (2) Death Before Date Distributions Begin.




     (A) Participant Survived by Designated Beneficiary. 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 Subparagraph(d)(1).



54











 






     (B) No Designated Beneficiary. If the Participant dies
before the date distributions begin and there is no designated Beneficiary
as of September 30 of the year following the year of the Participant’s
death, distribution of the Participant’s entire interest will be completed
by December 31 of the calendar year containing the fifth anniversary of the
Participant’s death.




     (C) Death of Surviving Spouse Before Distributions to Surviving
Spouse Are Required to Begin. If the Participant dies before the date
distributions begin, the Participant’s Surviving Spouse is the Participant’s
sole designated Beneficiary, and the Surviving Spouse dies before
distributions are required to begin to the Surviving Spouse under
Subparagraph (b)(2)(A), this Subparagraph (d)(2) will apply as if the
Surviving Spouse were the Participant.



               (e) Definitions.





     (1) Designated Beneficiary. The individual who is designated as the
Beneficiary under Section 9.6 of the Plan and is the designated Beneficiary under
Section 401(a)(9) of the Internal Revenue Code and Section 1.401(a)(9)-1, Q&A-4, of
the Treasury regulations.




     (2) 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 Subparagraph(b)(2). The required minimum distribution for the
Participant’s first distribution calendar year will be made on or before the
Participant’s required beginning date. The required minimum distribution for other
distribution calendar years, including the required minimum distribution for the
distribution calendar year in which the Participant’s required beginning date
occurs, will be made on or before December 31 of the distribution calendar year.




     (3) Life expectancy. Life expectancy as computed by use of the Single
Life Table in Section 1.401(a)(9)-9 of the Treasury regulations.




     (4) 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.



55









 






     (5) Required beginning date. The date specified in Section 401(a)(9)(C)
of the Code.



ARTICLE X




WITHDRAWALS AND LOANS




     10.1 Hardship Withdrawals.




     (a) Parameters of Hardship Withdrawals. A Participant who is an Employee of an
Affiliate may make, on account of hardship, a withdrawal from the Plan. Any such
distribution shall first be made from his Pre-Tax Account balance (other than earnings in
said Pre-Tax Account earned after December 31, 1988), then the vested portion of such a
Participant’s Matching Account and Profit Sharing Account. No distribution shall be made of
a Participant’s Qualified Nonelective Contributions. For purposes of this subsection, a
withdrawal will be on account of “hardship” if it is necessary to satisfy an immediate and
heavy financial need of the Participant.




     (b) Immediate and Heavy Financial Need. For purposes of the Plan, an immediate
and heavy financial need shall be deemed to exist if the withdrawal is on account of:




     (1) Expenses for (or necessary to obtain) medical care that would be deductible
under Code Section 213(a) (determined without regard to whether the expenses exceed
7.5% of adjusted gross income) for the Participant, the Participant’s spouse or
dependents (as defined in Code Section 152);




     (2) Costs directly related to the purchase of a principal residence for the
Participant (excluding mortgage payments);




     (3) Payment of tuition, related educational fees, and room and board expenses,
for up to the next twelve (12) months of post-secondary education for the
Participant or the Participant’s spouse, children or dependents (as defined in Code
Section 152 without regard to Sections 152(b)(1), (b)(2) and (d)(1)(B));




     (4) Payments necessary to prevent the eviction of the Participant from his
principal residence or foreclosure on the mortgage of that residence;




     (5) Payments for burial or funeral expenses for the Participant’s deceased
parent, spouse, children or dependents (as defined in Code Section 152 without
regard to Section 152(d)(1)(B));




     (6) Expenses for the repair of damage to the Participant’s principal residence
that would qualify for the casualty deduction Code Section 165 (determined without
regard to whether the loss exceeds 10% of adjusted gross income); or



56









 






     (7) Such other purposes as permitted by the Commissioner of Internal Revenue.




     (c) Necessary to Satisfy a Financial Need. A distribution is deemed necessary
to satisfy an immediate and heavy financial need of a Participant if all of the following
requirements are satisfied: (1) the Participant may not make Elective Deferrals, Catch-up
Contributions or Employee Contributions to the Plan for the 6-month period following the
date of his receipt of the hardship withdrawal; (2) the hardship withdrawal is not in excess
of the amount of the immediate and heavy financial need (including any amounts necessary to
pay any federal, state or local income taxes or penalties reasonably anticipated to result
from the distribution); and (3) the Participant must have obtained all distributions, other
than hardship distributions, and all nontaxable loans (determined at the time of the loan)
currently available under this Plan and all other qualified plans maintained by one or more
Participating Companies. The suspension of elective deferrals and employee contributions
described in Subsection (1) must also apply to all other qualified and to all nonqualified
plans of deferred compensation maintained by the Participating Employer, other than any
mandatory employee contribution portion of a defined benefit plan, including any stock
option, stock purchase and other similar plans, but not including health or welfare benefit
plans (other than the cash or deferred arrangement portion of a cafeteria plan).



     10.2 Age 591/2 Withdrawals. A Participant who has attained age 591/2 and is an Employee
of an Affiliate may request a withdrawal of all or part of his vested Account.



     10.3 Rollover Account and After-Tax Account Withdrawals. A Participant may request a
withdrawal of all or a part of his Rollover Account and his After-Tax Account.



     10.4 Source of Withdrawal Amounts. For a withdrawal permitted under Section 10.2, the
withdrawal amount shall be charged against the vested portion of the Participant’s subaccounts in
the same proportion as the vested balance of each subaccount bears to the total vested balance of
all of a Participant’s subaccounts. If the assets of an Account are invested in more than one
Investment Fund, the withdrawal amount shall be charged against each Investment Fund in the same
proportion as the balance of a subaccount in each Investment Fund bears to the total balance of
that subaccount in all Investment Funds.



     10.5 Election to Withdraw. All applications for withdrawals shall be in writing on a
form provided by the Plan Administrator (or in such other format or medium as the Plan
Administrator may permit) and shall contain such information and be made at such time as the Plan
Administrator may reasonably request.



     10.6 Payment of Withdrawal. The amount of any withdrawal shall be paid to a
Participant in a single-sum, cash payment as soon as practicable after the Plan Administrator
receives and approves a property completed withdrawal application. At the time of making any
withdrawals for a Participant, his Account may be charged with any administrative expenses (such as
check processing fees) specifically allocable against his Account pursuant to the policies of the
Plan Administrator. Any withdrawal shall be treated as a payment of benefits under Article IX and
all of the requirements of that Article.



57









 





     10.7 Loans to Participants. Loans to Participants, Beneficiaries and alternate payees
who are parties-in-interest as defined in Section 3(14) of ERISA generally shall be allowed;
provided, if the Plan Administrator determines in its sole discretion that it is not
administratively feasible or desirable to make such loans during any period of time, no loans shall
be made during such period. The Plan Administrator has established a loan policy which outlines
the terms, conditions and limits relating to loans, which hereby is incorporated by reference.



     10.8 Transition Rule. For purposes of effectuating a change in the Plan’s
recordkeeper, and notwithstanding anything contained in this Article X to the contrary, the Plan
Administrator may designate a period during which no withdrawals or loans shall be permitted.



ARTICLE XI




ADMINISTRATION




     11.1 Plan Administrator. The Controlling Company shall be the Plan Administrator and
shall have the authority to appoint an individual or committee to carry out the duties of Plan
Administrator.



     11.2 Powers and Responsibility. The Plan Administrator shall fulfill the duties of
“administrator” as set forth in Section 3(16) of ERISA and shall have complete control of the
administration of the Plan hereunder, with all powers necessary to enable it properly to carry out
its duties, in its sole discretion as set forth in the Plan and the Trust Agreement. The Plan
Administrator shall have the following duties and responsibilities, all of which shall be
exercisable within the sole discretion of the Plan Administrator:




     (a) to construe the Plan and to determine all questions that shall arise thereunder;




     (b) to have all powers elsewhere herein conferred upon it;




     (c) to decide all questions relating to the eligibility of Employees to participate in
the benefits of the Plan;




     (d) to determine the benefits of the Plan to which any Participant or Beneficiary may
be entitled;




     (e) to maintain and retain records relating to Participants and Beneficiaries;




     (f) to prepare and furnish to Participants all information required under federal law
or provisions of the Plan to be furnished to them;




     (g) to prepare and furnish to the Trustee sufficient employee data and the amount of
Contributions received from all sources so that the Trustee may maintain separate accounts
for Participants and Beneficiaries and make required payments of benefits;



58









 






     (h) to prepare and file or publish with the Secretary of Labor, the Secretary of the
Treasury, their delegates and all other appropriate government officials all reports and
other information required under law to be so filed or published;




     (i) to provide directions to the Trustee with respect to methods of benefit payment,
and all other matters where called for in the Plan or requested by the Trustee;




     (j) to engage assistants and professional advisers;




     (k) to arrange for fiduciary bonding;




     (l) to provide procedures for determination of claims for benefits; and




     (m) to designate, from time to time, the Trustee; all as further set forth herein.



     11.3 Reporting and Disclosure. The Plan Administrator shall keep all individual and
group records relating to Participants and Beneficiaries and all other records necessary for the
proper operation of the Plan. Such records shall be made available to the Participating Companies
and to each Participant and Beneficiary for examination during normal business hours except that a
Participant or Beneficiary shall examine only such records as pertain exclusively to the examining
Participant or Beneficiary and the Plan and Trust Agreement.



     11.4 Construction of the Plan. The Plan Administrator shall take such steps as are
considered necessary and appropriate to remedy any inequity that results from incorrect information
received or communicated in good faith or as the consequence of an administrative error. The Plan
Administrator, in its sole and full discretion, shall interpret the Plan and shall determine the
questions arising in the administration, interpretation and application of the Plan. The Plan
Administrator shall correct any defect, reconcile any inconsistency or supply any omission with
respect to the Plan.



     11.5 Assistants and Advisors.




     (a) Engaging Advisors. The Plan Administrator shall have the right to hire
such professional assistants and consultants as it, in its sole discretion, deems necessary
or advisable. To the extent that the costs for such assistants and advisors are not paid by
the Controlling Company, they shall be paid at the direction of the Plan Administrator from
the Trust Fund as an expense of the Trust Fund.




     (b) Reliance on Advisors. The Plan Administrator and the Participating
Companies shall be entitled to rely upon all certificates and reports made by an accountant,
attorney or other professional adviser selected pursuant to this Section; the Plan
Administrator, the Participating Companies, and the Trustee shall be fully protected in
respect to any action taken or suffered by them in good faith in reliance upon the advice or
opinion of any such accountant, attorney or other professional adviser; and any action so
taken or suffered shall be conclusive upon each of them and upon all other persons
interested in the Plan.



59









 





     11.6 Investment Authority.




     (a) Funding Policy. The Plan Administrator is authorized to establish and
carry out a funding policy consistent with the Plan objectives and with the requirements of
any applicable law. Such policy shall be in writing and shall have due regard for the
liquidity needs of the Trust. Such funding policy shall also state the general investment
objectives of the Trust and the philosophy upon which maintenance of the Plan is based.




     (b) Duties. The Plan Administrator also shall have responsibility and
authority:




     (1) To appoint one or more persons to serve as investment manager with respect
to all or part of the Plan assets, including assets maintained under separate
accounts of an insurance company;




     (2) To take any action appropriate to ensure that the Plan assets are invested
for the exclusive purpose of providing benefits to Participants and their
Beneficiaries in accordance with the Plan and defraying reasonable expenses of
administering the Plan, subject to the requirements of any applicable law;




     (3) To employ one or more persons to render advice with respect to any
responsibility or authority being carried out by the Plan Administrator. To the
extent that the costs for such assistants and advisors are not paid by the
Controlling Company, they shall be paid at the direction of the Plan Administrator
from the Trust Fund as an expense of the Trust Fund; and




     (4) To select the investment alternatives for the Plan consistent with its
funding policy and the Plan’s objectives. The Plan Administrator in its sole
discretion, may authorize the Trustee to select the investment alternatives for the
Plan consistent with its funding policy and the Plan’s objectives.



     11.7 Direction of Trustee. The Plan Administrator shall have the power to provide the
Trustee with general investment policy guidelines and directions to assist the Trustee respecting
investments made in compliance with, and pursuant to, the terms of the Plan.



     11.8 Bonding. The Plan Administrator shall arrange for fiduciary bonding as is
required by law, but no bonding in excess of the amount required by law shall be required by the
Plan.



     11.9 Indemnification. Each officer, agent and member of the Board of Directors of the
Controlling Company shall be indemnified by the Participating Companies against judgment amounts,
settlement amounts (other than amounts paid in settlement to which the Participating Companies do
not consent) and expenses, reasonably incurred by any member of the Board of Directors in
connection with any action to which the Board of Directors or he may be a party (by reason of his
service as a member of the Board of Directors) except in relation to matters as to which the Board
or he shall be adjudged in such action to be personally guilty of gross negligence or willful
misconduct in the performance of its or his duties. The foregoing right to indemnification shall
be in addition to such other rights as such Board or each Board member



60









 







may enjoy as a matter of law or by reason of insurance coverage of any kind. Rights granted
hereunder shall be in addition to and not in lieu of any rights to indemnification to which such
Board or each Board member may be entitled pursuant to the by-laws of the Controlling Company.



ARTICLE XII




ALLOCATION OF AUTHORITY AND RESPONSIBILITIES




     12.1 Controlling Company and Board.




     (a) General Responsibilities. The Controlling Company, as Plan sponsor, and
the Board each shall serve as a Named Fiduciary having the authority and responsibility to
serve as Plan Administrator.




     (b) Allocation of Authority. In the event any of the areas of authority and
responsibilities of the Controlling Company and the Board overlap with that of any other
Plan fiduciary, the Controlling Company and the Board shall coordinate with such other
fiduciaries the execution of such authority and responsibilities; provided, the decision of
the Controlling Company and the Board with respect to such authority and responsibilities
ultimately shall be controlling.




     (c) Authority of Participating Companies. Notwithstanding anything herein to
the contrary, and in addition to the authority and responsibilities specifically given to
the Participating Companies in the Plan, the Controlling Company, in its sole discretion,
may grant the Participating Companies such authority and charge them with such
responsibilities as the Controlling Company deems appropriate.



     12.2 Trustee. The Trustee shall have the powers and duties set forth in the Trust
Agreement.



     12.3 Limitations on Obligations of Fiduciaries. No fiduciary shall have authority or
responsibility to deal with matters other than as delegated to it under the Plan, under the Trust
Agreement or by operation of law. A fiduciary shall not in any event be liable for breach of
fiduciary responsibility or obligation by another fiduciary (including Named Fiduciaries) if the
responsibility or authority for the act or omission deemed to be a breach was not within the scope
of such fiduciary’s authority or delegated responsibility.



     12.4 Delegation. Named Fiduciaries shall have the power to delegate specific
fiduciary responsibilities (other than Trustee responsibilities). Such delegations maybe to
officers or Employees of a Participating Company or to other persons, all of whom shall serve at
the pleasure of the Named Fiduciary making such delegation and, if full-time Employees of a
Participating Company, without compensation. Any such person may resign by delivering a written
resignation to the delegating Named Fiduciary. Vacancies created by any reason may be filled by
the appropriate Named Fiduciary or the assigned responsibilities may be reabsorbed or redelegated
by the Named Fiduciary.



61









 





     12.5 Multiple Fiduciary Role. Any person may hold more than one position of fiduciary
responsibility and shall be liable for each such responsibility separately.



ARTICLE XIII




AMENDMENT, TERMINATION AND ADOPTION




     13.1 Amendment. The provisions of the Plan may be amended at any time and from time
to time by the Controlling Company or the Board; provided:




     (a) No amendment shall increase the duties or liabilities of the Trustee without the
consent of such party;




     (b) No amendment shall decrease the balance or vested percentage of an Account or
eliminate an optional form of benefit, other than as permitted pursuant to Code Section
411(d)(b), Regulations thereunder and other applicable guidance from the Internal Revenue
Service.




     (c) No amendment shall be made which would divert any of the assets of the Trust Fund
to any purpose other than the exclusive benefit of Participants and Beneficiaries, except
that the Plan and Trust Agreement may be amended retroactively and to affect the Accounts of
Participants and Beneficiaries if necessary to cause the Plan and Trust to be qualified and
exempt from taxation under the Code;




     (d) No amendment which increases the rate of Company Contributions under the Plan shall
be made without approval of the Board; and




     (e) Each amendment shall be approved by the Plan Administrator by resolution.



     13.2 Termination.




     (a) Right to Terminate. The Controlling Company expects the Plan to be
continued indefinitely, but it reserves the right to terminate the Plan or to completely
discontinue Contributions to the Plan at any time by action of the Board. In either event,
the Plan Administrator, each Participating Company and the Trustee shall be promptly advised
of such decision in writing. (For termination of the Plan by a Participating Company as to
itself (rather than the termination of the entire Plan) refer to Section 13.3(e).)




     (b) Vesting Upon Complete Termination. If the Plan is terminated by the
Controlling Company or Contributions to the Plan are completely discontinued, the Accounts
of all Participants and Beneficiaries or other successors in interest as of such date shall
become 100 percent vested and nonforfeitable. Upon termination of the Plan, the Plan
Administrator, in its sole discretion, shall instruct the Trustee either (i) to continue to
manage and administer the assets of the Trust for the benefit of the Participants and their
Beneficiaries pursuant to the terms and provisions of the Trust



62









 




Agreement, or (ii) if there is no successor plan permitted under the terms of Section
9.1(c) or no benefits subject to the restrictions in said Section, to pay over to each
Participant the value of his interest in a single sum and to thereupon dissolve the Trust.





     (c) Dissolution of Trust. In the event that the Plan Administrator decides to
dissolve the Trust, as soon as practicable following the termination of the Plan or the Plan
Administrator’s decision, whichever is later, the assets under the Plan shall be converted
to cash or other distributable assets, to the extent necessary to effect a complete
distribution of the Trust assets as described herein below. Following completion of the
conversion, on a date selected by the Plan Administrator, each individual with an Account
under the Plan on such date shall receive a distribution of the total amount then credited
to his Account. The amount of cash and other property distributable to each such individual
shall be determined as of the date of distribution (treating, for this purpose, such
distribution date as the Valuation Date as of which the distributable amount is determined).
In the case of a termination distribution as provided herein, the Plan Administrator may
direct the Trustee to take any applicable action provided in Article IX dealing with
unclaimed benefits, except that it shall not be necessary to hold funds for any period of
time stated in such Section. Within the expense limitations set forth in the Plan, the Plan
Administrator may direct the Trustee to use assets of the Trust Fund to pay any due and
accrued expenses and liabilities of the Trust and any expenses involved in termination of
the Plan (other than expenses incurred for the benefit of the Participating Companies).




     (d) Vesting Upon Partial Termination. In the event of a partial termination of
the Plan (as provided in Code section 411(d)(3)), the Accounts of those Participants and
Beneficiaries affected shall become 100 percent vested and nonforfeitable and, unless
transferred to another qualified plan, shall be distributed in a manner and at a time
consistent with the terms of Article IX.



     13.3 Adoption of the Plan by a Participating Company.




     (a) Procedures for Participation. As of the Effective Date, the Controlling
Company and the other Affiliates listed on Schedule B hereto shall be Participating
Companies in the Plan. Any other company may become a Participating Company and commence
participation in the Plan subject to the provisions of this subsection. In order for a
company to become a Participating Company, the Plan Administrator must designate such
company as a Participating Company and specify the effective date of such designation. The
name of any company which shall commence participation in the Plan, along with the effective
date of its participation, shall be recorded on Schedule B hereto which shall be
appropriately modified each time a Participating Company is added or deleted. To adopt the
Plan as a Participating Company, the board of directors of the company must approve a
resolution expressly adopting the Plan for the benefit of its eligible employees and
accepting designation as a Participating Company, subject to all of the provisions of this
Plan and of the Trust. The resolution shall specify the date as of which the designation as
a Participating Company shall be effective. A copy of the resolution (certified if
requested) of the board of directors of the adopting Participating Company shall be provided
to the Plan Administrator. Upon adoption of the Plan by a



63









 






Participating Company as herein provided, the Employees of such company shall be
eligible to participate in the Plan subject to the terms hereof and of the resolution of the
Plan Administrator designating the adopting company as such.




     (b) Single Plan. The Plan, as adopted by all Participating Companies, shall be
considered a single plan for purposes of Treasury Regulation section 1.414(l)-1(b)(1). All
assets contributed to the Plan by the Participating Companies shall be held together in a
single fund and shall be available to pay benefits to all Participants and Beneficiaries.
Nothing contained herein shall be construed to prohibit the separate accounting of assets
contributed by the Participating Companies for purposes of cost allocation, contributions,
forfeitures and other purposes, pursuant to the terms of the Plan and as directed by the
Plan Administrator.




     (c) Authority under Plan. As long as a Participating Company’s designation as
such remains in effect, such Participating Company shall be bound by, and subject to, all
provisions of the Plan and the Trust. The exclusive authority to amend the Plan and the
Trust shall be vested in the Plan Administrator, and no other Participating Company shall
have any right to amend the Plan or the Trust. Any amendment to the Plan or the Trust
adopted by the Plan Administrator shall be binding upon every Participating Company without
further action by such Participating Company.




     (d) Contributions to Plan. A Participating Company shall be required to make
Contributions to the Plan at such times and in such amounts as specified in Articles III and
VI. The Contributions made (or to be made) to the Plan by the Participating Companies shall
be allocated between and among such companies in whatever equitable manner or amounts as the
Plan Administrator shall determine.




     (e) Withdrawal from Plan. The Plan Administrator may terminate the designation
of a Participating Company, effective as of any date. A Participating Company may withdraw
from participation in the Plan, with the approval of the Plan Administrator, by action of
its board of directors, provided such action is communicated in writing to the Plan
Administrator. The withdrawal of a Participating Company shall be effective as of the last
day of the Plan Year in which the notice of withdrawal is received by the Plan Administrator
(unless the Controlling Company or Plan Administrator consents to a different effective
date). Any such Participating Company which ceases to be a Participating Company shall be
liable for all costs and liabilities (whether imposed under the terms of the Plan, the Code
or ERISA) accrued through the effective date of its withdrawal or termination. The
withdrawing or terminating Participating Company shall have no right to direct that assets
of the Plan be transferred to a successor plan for its employees unless such transfer is
approved by the Controlling Company or Plan Administrator in its sole discretion.



     13.4 Merger, Consolidation and Transfer of Assets or Liabilities. In the event of any
merger or consolidation of the Plan with, or transfer of assets or liabilities of the Plan to, any
other plan, each Participant and Beneficiary shall have a plan benefit in the surviving or
transferee plan (determined as if such plan were then terminated immediately after such merger,
consolidation or transfer of assets or liabilities) that is equal to or greater than the benefit he



64









 







would have been entitled to receive under the Plan immediately before such merger,
consolidation or transfer of assets or liabilities, if the Plan had terminated at that time.



ARTICLE XIV




TOP-HEAVY PROVISIONS




     14.1 Top-Heavy Plan Years. The provisions set forth in this Article XIV shall become
effective for any Plan Years with respect to which the Plan is determined to be a Top-Heavy Plan
and shall supersede any other provisions of the Plan which are inconsistent with these provisions;
provided, if the Plan is determined not to be a Top-Heavy Plan in any Plan Year subsequent to a
Plan Year in which the Plan was a Top-Heavy Plan, the provisions of this Article XIV shall not
apply with respect to such subsequent Plan Year; and, provided, further, to the extent that any of
the requirements of this Article XIV shall no longer be required under Code section 416 or any
other section of the Code, such requirements shall be of no force or effect.



     14.2 Determination of Top-Heavy Status.




     (a) Application. The Plan will be considered a Top-Heavy Plan for a Plan Year
if either:




     (1) the Plan is not part of a Required Aggregation Group or a Permissive
Aggregation Group and, as of the Determination Date of such Plan Year, the value of
the Accounts of the Participants who are Key Employees under the Plan exceeds 60
percent of the value of the Accounts of all Participants; or




     (2) the Plan is part of a Required Aggregation Group which, as of the
Determination Date of such Plan Year, is a Top-Heavy Group; provided, the Plan shall
not be considered a Top-Heavy Plan for a Plan Year under subsection (a)(2) hereof if
the Plan also is part of a Permissive Aggregation Group which is not a Top-Heavy
Group for such Plan Year.




(b) Special Definitions.




     (1) Determination Date. The term “Determination Date” shall mean (i)
in the case of the Plan Year that includes the Effective Date of the Plan, the last
day of such Plan Year, and (ii) with respect to any other Plan Year of the Plan, the
last day of the immediately preceding Plan Year, and (iii) for any plan year of each
other qualified plan maintained by a Participating Company or Affiliate which is
part of a Required or Permissive Aggregation Group, the date determined under (i) or
(ii) above as if the term “Plan Year” means the plan year for each such other
qualified plan.




     (2) Key Employee. The term “Key Employee” shall mean any Employee or
former Employee (including any deceased Employee) who at any time during the Plan
Year that includes the determination date was an officer of the Company having
annual compensation greater than $130,000 (as adjusted



65









 






under Section 416(i)(1) of the Code), a 5-percent owner of the Company, or a
1-percent owner of the Company 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. The determination of who is a Key Employee will be
made in accordance with Section 416(i)(1) of the Code and the applicable regulations
and other guidance of general applicability issued thereunder.




     (3) Non-Key Employee. The term “Non-Key Employee” shall mean any
Employee who is not a Key Employee. For purposes hereof, former Key Employees shall
be treated as Non-Key Employees.




     (4) Permissive Aggregation Group. The term “Permissive Aggregation
Group” shall mean a Required Aggregation Group and any other qualified plan or plans
maintained or contributed to by an Affiliate which, when considered with the
Required Aggregation Group, would continue to satisfy the requirements of Code
sections 401(a)(4) and 410.




     (5) Required Aggregation Group. The term “Required Aggregation Group”
shall mean a group of plans of the Affiliates consisting of (i) each plan which, for
such Plan Year or any of the 5 preceding Plan Years, including plans which have been
terminated within the last five (5) years ending on the Determination Date,
qualifies under Code section 401(a) and in which a Key Employee is a participant,
and (ii) each other plan which, during this 5-year period, qualifies under Code
section 401(a) and which enables any plan described in clause (i) hereof to satisfy
the requirements of Code section 401(a)(4) or 410.




     (6) Top-Heavy Group. The term “Top-Heavy Group” shall mean a Required
or Permissive Aggregation Group with respect to which the sum (determined as of a
Determination Date) of (i) the present value of the cumulative accrued benefits for
Key Employees under all Defined Benefit Plans included in such group, and (ii) the
aggregate of the accounts of Key Employees under all Defined Contribution Plans
included in such group, exceeds 60 percent of a similar sum determined for all
Employees.




     (7) Present Value. This Subsection 14.2(b)(7) shall apply for purposes
of determining the present values of accrued benefits and the amount of Account
balances of Employees as of the determination date:




     (A) Distributions during year ending on the determination date.
The present values of accrued benefits and the amounts of Account balances
of an Employee as of the determination date shall be increased by the
distributions made with respect to the Employee under the Plan and any plan
aggregated with the Plan under Section 416(g)(2) of the Code during the
1-year period ending on the determination date. The preceding sentence shall
also apply to distributions under a terminated plan which, had it not been
terminated, would have been aggregated with the Plan



66









 






under Section 416(g)(2)(A)(i) of the Code. In the case of a
distribution made for a reason other than Severance from Employment, death,
or disability, this provision shall be applied by substituting 5-year period
for 1-year period.




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




     (c) Special Rules. The following rules shall apply in determining whether the
Plan is a Top-Heavy Plan under subsection (a)(1) or (a)(2) above:




     (1) The value of any account balance under any Defined Contribution Plan and
the value of any accrued benefit under any Defined Benefit Plan shall be determined
as of the most recent valuation date that falls within, or ends with, the 12-month
period ending on the Determination Date or, if plans are aggregated, the
Determination Dates that fall within the same calendar year;




     (2) The value of the Accounts under the Plan or the accounts under any other
Defined Contribution Plan included in a Required or Permissive Aggregation Group for
any Determination Date, other than the Determination Date for the first plan year,
shall include the amounts actually contributed and paid to the plan on or before the
Determination Date, and shall exclude any amounts to be contributed with respect to
such preceding plan year but not actually paid to the plan on or before the
Determination Date. The value of the accounts under any Defined Contribution Plan
for the Determination Date of the first plan year shall include all amounts
contributed to the plan as of the Determination Date, regardless of whether such
amounts shall have been actually paid or merely accrued as of the Determination
Date;




     (3) The value of any account balance under any Defined Contribution Plan and
the present value of any accrued benefit under any Defined Benefit Plan as of any
Determination Date shall be increased by the aggregate distributions made under the
plan during the 5-year period ending on the Determination Date;




     (4) Accrued benefits and accounts of the following individuals shall not be
taken into account for a Plan Year: (A) any Non-Key Employee who, in a prior Plan
Year, was a Key Employee or (B) any Employee who had not performed an Hour of
Service for a Participating Company at any time during the 5-year period ending on
the Determination Date for such Plan Year;




     (5) The value of any account balance shall not include deductible employee
contributions, as described in Code section 72(o)(5)(A);




     (6) The extent to which rollovers and plan-to-plan transfers are taken into
account in determining the value of any account balance or accrued benefit



67









 






shall be determined in accordance with Code section 416 and the regulations
thereunder; and




     (7) Effective for Plan Years beginning after December 31, 1986, each Non-Key
Employee’s accrued benefit under the Plan and any Defined Benefit Plans shall be
determined (A) under the method, if any, that uniformly applies for accrual purposes
under all Defined Benefit Plans, or (B) if there is no such method, as if such
benefit accrued more rapidly than the slowest accrual rate permitted under the
fractional accrual rate set forth under Code section 411(b)(1)(C).



     14.3 Top-Heavy Minimum Contribution.




     (a) Multiple Defined Contribution Plans. For any Plan Year in which the Plan
is a Top-Heavy Plan, the aggregate Company Contributions (when added to similar
contributions made under other defined contribution plans) allocated to the Account of any
Active Participant who is a Non-Key Employee shall not be less than the Defined Contribution
Minimum. To the extent that the Company Contributions are less than the Defined
Contribution Minimum, additional Company Contributions shall be provided under the Plan.




     For purposes hereof, a Non-Key Employee shall not fail to receive a minimum
contribution hereunder for a Plan Year because (i) such Non-Key Employee fails to complete
1,000 Hours of Service for such Plan Year or (ii) such Non-Key Employee is excluded from
participation (or receives no allocation) merely because his Compensation is less than a
stated amount or because he failed to make a Deferral Election for such Plan Year.




     (b) Defined Contribution and Benefit Plans. In the event that Non-Key
Employees are covered under both the Plan and one or more Defined Benefit Plans maintained
by an Affiliate, the minimum contribution level set forth in subsection (a) hereof shall be
satisfied if each such Non-Key Employee receives a benefit level under such Defined
Contribution and Defined Benefit Plans which is not less than the Defined Benefit Minimum
offset by any benefits provided under the Plan and any other Defined Contribution Plans
maintained by any Affiliate.




     (c) Defined Contribution Minimum. The term “Defined Contribution Minimum”
means, with respect to the Plan, a minimum level of Company Contributions allocated with
respect to a Plan Year to the Account of each Active Participant who is a Non-Key Employee;
such level being the lesser of:




     (1) 3 percent of such Active Participant’s Compensation for the entire Plan
Year; or




     (2) if no Defined Benefit Plan of an Affiliate uses the Plan to satisfy the
requirements of Code sections 401(a)(4) or 410, the highest percentage of



68









 






Compensation at which Company Contributions are made, or are required to be
made, under the Plan for such Plan Year for any Key Employee.




     For purposes of this subsection, (1) qualified nonelective contributions made by the
Company in order to satisfy the anti-discrimination tests of Code section 401(k) or section
401(m) (for example, Discretionary Contributions) may be treated as Company Contributions;
(2) Pre-Tax and Matching Contributions shall be taken into account as Company Contributions
for Key Employees; (3) Matching Contributions may be treated as Company Contributions and
may be taken into account for satisfying the Minimum Contribution Requirement for Non-Key
Employees; and (4) Pre-Tax Contributions shall not be taken into account for satisfying the
Minimum Contribution Requirement for Non-Key Employees.




     (d) Defined Benefit Minimum. The term “Defined Benefit Minimum” means, with
respect to a Defined Benefit Plan, a minimum level of accrued benefit derived from employer
contributions with respect to a plan year for each participant who is a Non-Key Employee;
such level, when expressed as an annual retirement benefit, being not less than the product
of (1) and (2), where:




     (1) equals the Non-Key Employee’s average Compensation for the period of
consecutive years (not exceeding 5) when such Non-Key Employee had the highest
aggregate Compensation from all Affiliates; and




     (2) equals the lesser of (A) 2 percent times such Non-Key Employee’s number of
years of service or (B) 20 percent.




     For purposes of determining the Defined Benefit Minimum, “years of service” shall not
include any year of service if the Plan was not a Top-Heavy Plan for the Plan Year ending
during such year of service and shall not include any years of service completed in a Plan
Year beginning before January 1, 1984. Compensation in years before January 1, 1984, and
Compensation in years after the close of the last Plan Year in which the Plan is a Top-Heavy
Plan shall be disregarded. All accruals of employer-provided benefits, whether or not
attributable to years for which the Plan is top-heavy, may be used in determining whether
the minimum contribution requirements set forth in this Section are satisfied.



     14.4 Top-Heavy Minimum Vesting. The vesting schedule set forth in Section 8.1(d)
satisfies the top heavy minimum vesting requirements.



     14.5 Construction of Limitations and Requirements. The descriptions of the
limitations and requirements set forth in this Article are intended to serve as statements of the
minimum legal requirements necessary for the Plan to remain qualified under the applicable terms of
the Code. The Participating Companies do not desire or intend, and the terms of this Article shall
not be construed, to impose any more restrictions on the operation of the Plan than required by
law. Therefore, the terms of this Article and any related terms and definitions in the Plan shall
be interpreted and operated in a manner which imposes the least restrictions on the Plan. For
example, if use of a more liberal definition of “Compensation” is permissible at any



69









 







time under the law, then the more liberal provisions may be applied as if such provisions were
included in the Plan.



ARTICLE XV




MISCELLANEOUS




     15.1 Nonalienation of Benefits and Spendthrift Clause.




     (a) General Nonalienation Requirements. Except to the extent permitted by law
and as provided in Subsections (b) and (c) hereof, none of the Accounts, benefits, payments,
proceeds or distributions under the Plan shall be subject to the claim of any creditor of a
Participant or Beneficiary or to any legal process by any creditor of such Participant or of
such Beneficiary; and neither such Participant nor any such Beneficiary shall have any right
to alienate, commute, anticipate or assign any of the Accounts, benefits, payments, proceeds
or distributions under the Plan except to the extent expressly provided herein.




     (b) Exception for Qualified Domestic Relations Orders.




     (1) The nonalienation requirements of subsection (a) hereof shall apply to the
creation, assignment or recognition of a right to any benefit, payable with respect
to a Participant pursuant to a domestic relations order, unless such order is (i)
determined to be a qualified domestic relations order, as defined in Code section
414(p), entered on or after January 1, 1985, or (ii) any domestic relations order,
as defined in Code section 414(p), entered before January 1,1985, pursuant to which
a transferor plan was paying benefits on January 1, 1985. The Plan Administrator
shall establish reasonable written procedures to determine the qualified status of a
domestic relations order. Further, to the extent provided under a qualified
domestic relations order, a former spouse of a Participant shall be treated as the
Spouse or Surviving Spouse for all purposes under the Plan.




     (2) The Plan Administrator shall establish reasonable procedures to administer
distributions under qualified domestic relations orders which are submitted to it.
The Plan Administrator, to the extent provided in a qualified domestic relations
order, shall direct the Trustee to pay, in a single sum payment, the full amount of
the benefit payable to any alternate payee under a qualified domestic relations
order. Such cash-out payment shall be made as soon as practicable after the end of
the month within which the Plan Administrator determines that a domestic relations
order is a qualified domestic relations order, or if later, when the terms of the
qualified domestic relations order permit such a distribution. (See also Section
9.5) If the terms of a qualified domestic relations order do not permit an
immediate cash-out payment, the benefits shall be paid to the alternate payee in
accordance with the terms of such order and the applicable terms of the Plan.



70









 






     (c) Exception for Loans from the Plan. All loans made by the Trustee to any
Participant or Beneficiary shall be secured by a pledge of the borrower’s interest in the
Plan.




     (d) Exception for Benefit Offset Pursuant to Code Section 401(a)(13)(C). The
prohibitions contained in Section 15.1(a) hereof shall not apply to any offset of a
Participant’s benefits provided under the Plan in an amount that the Participant is ordered
or required to pay to the Plan (1) due to conviction of a crime against the Plan, (2) under
a court order in a civil suit for breach of fiduciary duty under ERISA, or (3) under a
settlement agreement with the Department of Labor or the Pension Benefit Guaranty
Corporation for breach of fiduciary duty. The court order or settlement agreement must
expressly provide for the offset of the Participant’s benefits.



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



     15.3 Construction, Controlling Law. In the construction of the Plan, the masculine
shall include the feminine and the feminine the masculine, and the singular shall include the
plural and the plural the singular, in all cases where such meanings would be appropriate. Unless
otherwise specified, any reference to a section shall be interpreted as a reference to a section of
the Plan. The Plan shall be construed in accordance with the laws of the State of Texas and
applicable federal laws.



     15.4 No Contract of Employment. Neither the establishment of the Plan, nor any
modification thereof, nor the creation of any fund, trust or account, nor the payment of any
benefits shall be construed as giving any Participant, Employee or any person whomsoever the right
to be retained in the service of any Affiliate, and all Participants and other Employees shall
remain subject to discharge to the same extent as if the Plan had never been adopted.



     15.5 Legally Incompetent. The Plan Administrator may in its discretion direct that
payment be made and the Trustee shall make payment on such direction, directly to an incompetent or
disabled person, whether incompetent or disabled because of minority or mental or physical
disability, or to the guardian of such person or to the person having legal custody of such person,
without further liability with respect to or in the amount of such payment either on the part of
any Participating Company, the Plan Administrator or the Trustee.



     15.6 Heirs, Assigns and Personal Representatives. The Plan shall be binding upon the
heirs, executors, administrators, successors and assigns of the parties, including each Participant
and Beneficiary, present and future.



     15.7 Title to Assets, Benefits Supported Only By Trust Fund. No Participant or
Beneficiary shall have any right to, or interest in, any assets of the Trust Fund upon termination
of his employment or otherwise, except as provided from time to time under the Plan, and then only
to the extent of the benefits payable under the Plan to such Participant out of the assets of the
Trust Fund. Any person having any claim under the Plan shall look solely to the assets of the
Trust Fund for satisfaction. The foregoing sentence notwithstanding, each Participating Company
shall indemnify and save any of its officers, members of its board of directors or



71









 







agents, and each of them, harmless from any and all claims, loss, damages, expense and
liability arising from their responsibilities in connection with the Plan and from acts, or
omissions and conduct in their official capacity, except to the extent that such effects and
consequences shall result from their own willful misconduct or gross negligence.



     15.8 Legal Action. In any action or proceeding involving the assets held with respect
to the Plan or Trust Fund or the administration thereof, the Participating Companies, the Plan
Administrator and the Trustee shall be the only necessary parties and no Participants, Employees,
or former Employees of the Company, their Beneficiaries or any other person having or claiming to
have an interest in the Plan shall be entitled to any notice of process; provided, that such notice
as is required by the Internal Revenue Service and the Department of Labor to be given in
connection with Plan amendments, termination, curtailment or other activity shall be given in the
manner and form and at the time so required. Any final judgment which is not appealed or
appealable that may be entered in any such action or proceeding shall be binding and conclusive on
the parties hereto, the Plan Administrator and all persons having or claiming to have an interest
in the Plan.



     15.9 Severability. If any provisions of the Plan shall be held invalid or
unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof,
and the Plan shall be construed and enforced as if such provisions had not been included.



     15.10 Exclusive Benefit: Refund of Contributions. No part of the Trust Fund shall be
used for or diverted to purposes other than the exclusive benefit of the Participants and
Beneficiaries, subject, however, to the payment of all costs of maintaining and administering the
Plan and Trust. Notwithstanding the foregoing, Contributions to the Trust by a Participating
Company may be refunded to the Participating Company under the following circumstances and subject
to the following limitations:




     (a) Permitted Refunds. If and to the extent permitted by the Code and other
applicable laws and regulations thereunder, upon the Participating Company’s request, a
Contribution which is (i) made by a mistake in fact, (ii) conditioned upon initial
qualification of the Plan with the Plan receiving an adverse determination even though the
application for determination is submitted to the Internal Revenue Service for review within
the remedial amendment period (as defined in Treasury Regulation section 1.401(b)-1) with
respect to the Plan, or (iii) conditioned upon the deductibility of the Contribution under
Code section 404, shall be returned to the Participating Company making the Contribution
within 1 year after the payment of the Contribution or the disallowance of the deduction (to
the extent disallowed), whichever is applicable.




     (b) Payment of Refund. If any refund is paid to a Participating Company
hereunder, such refund shall be made without interest or other investment gains, shall be
reduced by any investment losses attributable to the refundable amount and shall be
apportioned among the Accounts of the Participants as an investment loss, except to the
extent that the amount of the refund can be attributed to one or more specific Participants
(for example, as in the case of certain mistakes of fact), in which case the amount of the
refund attributable to each such Participant’s Account shall be debited directly against
such Account.



72









 






     (c) Limitation on Refund. No refund shall be made to a Participating Company
if such refund would cause the balance in a Participant’s Account to be less than the
balance would have been had the refunded contribution not been made.



     15.11 Predecessor Service. In the event a Participating Company maintains the Plan as
successor to a predecessor employer who maintained the Plan, service for the predecessor employer
shall be treated as service for the Participating Company.



     15.12 Plan Expenses. As permitted under the Code and ERISA, expenses incurred with
respect to administering the Plan and Trust shall be paid by the Trustee from the Trust Fund to the
extent such costs are not paid by the Participating Companies or to the extent the Controlling
Company requests that the Trustee reimburse it or any other Participating Company for its payment
of such expenses. The Plan Administrator may provide for any expenses specifically attributable to
transactions involving an Account to be charged against such Account.



     15.13 Residents of Puerto Rico. This Plan shall at all times be maintained and
administered in accordance with any applicable laws of Puerto Rico, and their related regulations,
in connection with contributions made by or on behalf of, or benefits paid, to Participants who are
residents of Puerto Rico.



     IN WITNESS WHEREOF, the Controlling Company has caused the Plan to be executed by its duly
authorized representative on the 29th day of January, 2007.



	 	 	 	 	 	 	 
	 	 	RENT-A-CENTER, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:


Name:
	 	/s/ Robert D. Davis
 

Robert D. Davis
	 	 
	 

	 	Title:	 	Senior Vice President – Finance, 	 	 
	 

	 	 	 	Chief Financial Officer and Treasurer	 	 






73









 





SCHEDULE A

TO THE

RENT-A-CENTER, INC.

401(k) RETIREMENT SAVINGS PLAN



SPECIAL EFFECTIVE DATES FOR CHANGES IN LAW




     1. Effective Date. Changes in the law required the Prior Plan to be amended in
various respects. To comply with the requirements of such changes, the provisions of the Plan
described below amend the Prior Plan as of dates other than the Effective Date.



          (A) Code Section 411(a) Compliance. To comply with the “cash-out” rule of Code
Section 411(a)(11): The cash-out limit of $1,000 in Sections 9.1 and 9.4, as modified in Amendment
One to the January 1, 2003 Amended and Restated Prior Plan executed on November 8, 2005, was
effective on March 28, 2005, the date on which the $1,000 limit was first applied in operation.




74









 








SCHEDULE B

TO THE

RENT-A-CENTER, INC.

401(k) RETIREMENT SAVINGS PLAN



PARTICIPATING COMPANIES

[see Plan Section 1.58 and Section 13.3]




     As of May 13, 2004, the following companies are Participating Companies in the Plan. Any
company which becomes a Participating Company after May 13, 2004 shall be set forth below or in the
records of the Plan Administrator, including such company’s effective date of participation.



	 	 	 	 	 	 	 
	COMPANY	 	EIN	 	EFFECTIVE DATE
	ColorTyme, Inc. (acquired May 1996)

	 	 	75-2651408	 	 	October 1, 1997
	Get-It-Now, LLC

	 	 	16-1628325	 	 	October 1, 2002
	Rent-A-Center East, Inc.
(formerly Rent-A-Center, Inc.)

	 	 	48-1024367	 	 	December 31, 2002
	Rent-A-Center Texas, LP

	 	 	45-0491512	 	 	December 31, 2002
	Rent-A-Center West, Inc.

	 	 	48-1156618	 	 	December 31, 2002
	RAC National Product Service, LLC

	 	 	42-1626381	 	 	May 1, 2004
	RAC RR, Inc.

	 	 	73-1702183	 	 	May 7, 2004
	Rent Rite Servicing, Inc.

	 	 	01-0677577	 	 	May 7, 2004
	Rainbow Rentals, Inc.

	 	 	34-1512520	 	 	May 13, 2004
	Rent-Way, Inc.

	 	 	25-1407782	 	 	January 1, 2007
	dPi Teleconnect, LLC

	 	 	75-2793726	 	 	January 1, 2007






75









 






SCHEDULE C

TO THE

RENT-A-CENTER, INC.

401(k) RETIREMENT SAVINGS PLAN


SERVICE WITH PREDECESSOR EMPLOYERS

INCLUDED PURSUANT TO PLAN SECTIONS 1.85(f) AND 2.1(d)




     An Employee’s periods of employment with the following entities, prior to such entities
becoming (or becoming part of such) Affiliates, shall be taken into account for eligibility (and
vesting purposes) under the Plan:




	 	1.	 	Advantage Companies, Inc. and its affiliates, to the extent such Employee
became an Employee immediately following and as a result of the acquisition of
Advantage Companies, of Thorn Americas, Inc and its affiliates by the Thorn Americas,
Inc. on January 2, 1996.
	 
	 	2.	 	Tidewater Rental Corporation, and its affiliates, to the extent such Employee
became an Employee immediately following and as a result of the acquisition of
Advantage Companies, Inc. and its affiliates by the Thorn Americas, Inc. on January 2,
1996.
	 
	 	3.	 	Thorn Americas, Inc. and its affiliates, to the extent such Employee became an
Employee immediately following and as a result of the acquisition of Thorn Americas,
Inc. by Renters Choice, Inc.
	 
	 	4.	 	Rent Rite, Inc. and its affiliates, to the extent such Employee became an
Employee immediately following and as a result of the acquisition of Rent Rite, Inc.
and its affiliates by Rent-A-Center, Inc. on May 7, 2004.
	 
	 	5.	 	Rainbow Rentals, Inc. and its affiliates, to the extent such Employee became an
Employee immediately following and as a result of the acquisition of Rainbow Rentals,
Inc. and its affiliates by Rent-A-Center, Inc. on May 13, 2004.




76









 











SCHEDULE D

TO THE

RENT-A-CENTER, INC.

401(k) RETIREMENT SAVINGS PLAN




PROVISIONS FOR FORMER PARTICIPANTS

OF THE

RENT RITE 401(k) RETIREMENT SAVINGS PLAN




     D.1. Background. The provisions of this Schedule D supersede any contrary provisions
of the Plan with respect to Participants described in Section D.2. The Plan as modified by this
Schedule D reflects the provisions of this Plan as they apply to such Participants for periods on
and after May 7, 2004.



     D.2. Participant. A Participant means any Participant who was formerly a participant
in the Rent Rite 401(k) Retirement Savings Plan (“Rent Rite Plan”).



     D.3. Early Retirement Age. For purposes of monies transferred to the Plan from the
Rent Rite Plan, “Early Retirement Age” shall mean the date on which occurs the later of (i) the
fifty-fifth (55th) birthday of a Participant, or (ii) the completion of six (6) years of vesting
service by the Participant. All provisions in the Plan which provide for full vesting on attainment
of Normal Retirement Age will apply to the Early Retirement Age for such monies.



     D.4. Vesting. A Participant under this Schedule D shall at all times be fully vested
in all “safe harbor” matching contributions made on his behalf in the Rent Rite Plan.




77












 





AMENDMENT NO. ONE TO THE

RENT-A-CENTER, INC.

401(k) RETIREMENT SAVINGS PLAN




     WHEREAS, Rent-A-Center, Inc., a Delaware corporation (the “Company”), established the
Rent-A-Center, Inc. 401(k) Retirement Savings Plan (the “Plan”), and its related Trust (the
“Trust”) by documents effective October 1, 1997; and



     WHEREAS, the Plan has been amended from time to time since October 1, 1997; and



     WHEREAS, the Plan provides, at Section 14.1 of Article XIV that the Company retains the right
to amend the Plan from time to time; and



     WHEREAS, the Company wishes to amend the Plan to incorporate automatic enrollment provisions
for certain employees who do not otherwise make a specific election to make or not make Pre-Tax
Contributions at the time they first become eligible to participate in the Plan; and



     WHEREAS, the Plan requires amendment to incorporate certain regulatory and legislative changes
relating to final regulations issued by the Internal Revenue Service on April 5, 2007 under Code
Section 415 (the “Final 415 Regulations”), which are required to be adopted with an effective date
of limitation years beginning on or after July 1, 2007; and



     WHEREAS, the Company intends this amendment as good faith compliance with the requirements of
the Final 415 Regulations and that it is to be construed in accordance with the Final 415
Regulations and guidance issued thereunder, the terms of which are incorporated herein by
reference.



     NOW THEREFORE, the Plan is hereby amended effective as of the dates noted herein, as follows:



     1. Section 1.20 is hereby amended effective January 1, 2008 by adding a new paragraph (e) at
the end of such section to read as follows:




     (e) Notwithstanding the foregoing paragraphs, for Limitation Years beginning on or
after July 1, 2007, payments made within 21/2 months after severance from employment (within
the meaning of Code Section 401(k)(2)(B)(i)(I)) will be considered Compensation for all
purposes of subsections (a) through (d) above and within the meaning of Code Section
415(c)(3) if they are payments that, absent a severance from employment, would have been
paid to the Employee while the Employee continued in employment with his employer and are
regular Compensation for services during the Employee’s regular working hours, Compensation
for services outside the Employee’s regular working hours (such as overtime or shift
differential), commissions, bonuses, or other similar compensation, and payments for accrued
bona fide sick, vacation or other leave, but only if the Employee would have been able to
use the leave if employment had continued. Any payments not described above are not
considered Compensation if paid after severance from employment, even if they are paid
within 21/2 months following severance from employment, except for payments to an individual
who does not currently



1









 







perform services for his employer by reason of qualified military service (within the
meaning of Code Section 414(u)(1)) to the extent these payments do not exceed the amounts
the individual would have received if the individual had continued to perform services for
his employer rather than entering qualified military service.



     2. Section 3.1 is hereby amended effective May 1, 2008 by adding a new subsection (c) to the
end to read as follows:




     (c) Automatic Enrollment for Store Managers. Notwithstanding the
foregoing provisions of this Section 3.1, effective May 1, 2008, to the extent an
Active Participant who is a Store Manager (as that position and title is determined
by each Participating Company) fails to make a specific election to decline to make
Pre-Tax Contributions when such Active Participant is first eligible to make Pre-Tax
Contributions, such Active Participant will be considered to have automatically
elected to contribute four percent (4%) of his Compensation as a Pre-Tax
Contribution, unless, after appropriate advance notice is given, he affirmatively
elects not to make a Pre-Tax Contribution or to make a Pre-Tax Contribution in
another amount.




     Additionally, at the time an Active Participant is promoted to Store Manager,
if he is not currently electing to make Pre-Tax Contributions, he will receive a
one-time notice of the option to make such contributions and, if he fails to make a
specific election to decline to make such contributions, such Active Participant
will be considered to have automatically elected to contribute four percent (4%) of
his Compensation as a Pre-Tax Contribution.




     Further, all Store Managers who are Active Participants as of May 1, 2008 and
who are not currently electing to make Pre-Tax Contributions will receive a one-time
notice of the option to make such contributions and, if any such Active Participant
fails to make a specific election to decline to make such contributions, such Active
Participant will be considered to have automatically elected to contribute four
percent (4%) of his Compensation as a Pre-Tax Contribution.



     3. Section 6.6(b) is hereby amended effective January 1, 2008 by adding a new section (4) to
the end of such section to read as follows:




     (4) Notwithstanding the foregoing paragraphs (1) through (3), effective for Limitation
Years beginning on or after July 1, 2007, the provisions of those sections and any other
Plan provisions incorporating the requirements of prior Treas. Reg. Section 1.415-6(b)(6)
(as in effect for Limitation Years beginning prior to July 1, 2007) shall not apply for any
Limitation Year beginning on or after July 1, 2007. Any correction of excess Annual
Additions shall be administered pursuant to applicable Internal Revenue Service and Treasury
guidance in effect at the time of such correction.



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     IN WITNESS WHEREOF, this Amendment has been executed this 1st day of April, 2008.



	 	 	 	 	 	 	 
	 	 	RENT-A-CENTER, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Robert D. Davis
 

Robert D. Davis
	 	 
	 

	 	Title:
	 	EVP – Finance & CFO	 	 







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