The Invironmentalists, Inc 401(k) Plan



 Exhibit 4(b) 
  
 INVIRONMENTALISTS, INC 401(k) PLAN 
  
 September 3, 2003 Restatement 







 TABLE OF CONTENTS 
  
 PREAMBLE 
  

					
	 	  	ARTICLE I	  	 
	 	  	DEFINITIONS	  	 
			
	 1.1
	  	 Plan Definitions
	  	2
	 1.2
	  	 Interpretation
	  	8
			
	 	  	ARTICLE II	  	 
	 	  	SERVICE	  	 
			
	 2.1
	  	 Special Definitions
	  	9
	 2.2
	  	 Crediting of Hours of Service
	  	10
	 2.3
	  	 Hours of Service Equivalencies
	  	11
	 2.4
	  	 Limitations on Crediting of Hours of Service
	  	12
	 2.5
	  	 Department of Labor Rules
	  	12
	 2.6
	  	 Crediting of Continuous Service
	  	12
	 2.7
	  	 Eligibility Service
	  	12
	 2.8
	  	 Years of Vesting Service
	  	12
	 2.9
	  	 Crediting of Hours of Service with Respect to Short Computation Periods
	  	12
	 2.10
	  	 Crediting of Service on Transfer or Amendment
	  	13
			
	 	  	ARTICLE III	  	 
	 	  	ELIGIBILITY	  	 
			
	 3.1
	  	 Eligibility
	  	14
	 3.2
	  	 Transfers of Employment
	  	14
	 3.3
	  	 Reemployment
	  	14
	 3.4
	  	 Notification Concerning New Eligible Employees
	  	14
	 3.5
	  	 Effect and Duration
	  	14
			
	 	  	ARTICLE IV	  	 
	 	  	TAX-DEFERRED CONTRIBUTIONS	  	 
			
	 4.1
	  	 Tax-Deferred Contributions
	  	15
	 4.2
	  	 Amount of Tax-Deferred Contributions
	  	15
	 4.3
	  	 Amendments to Reduction Authorization
	  	15
	 4.4
	  	 Suspension of Tax-Deferred Contributions
	  	16
	 4.5
	  	 Resumption of Tax-Deferred Contributions
	  	16
	 4.6
	  	 Delivery of Tax-Deferred Contributions
	  	16
	 4.7
	  	 Vesting of Tax-Deferred Contributions
	  	16

  

 i 









					
	 	  	ARTICLE V	  	 
	 	  	AFTER-TAX AND ROLLOVER CONTRIBUTIONS	  	 
			
	 5.1
	  	 After-Tax Contributions
	  	17
	 5.2
	  	 Amount of After-Tax Contributions by Payroll Withholding
	  	17
	 5.3
	  	 Amendments to Payroll Withholding Authorization
	  	17
	 5.4
	  	 Suspension of After-Tax Contributions by Payroll Withholding
	  	18
	 5.5
	  	 Resumption of After-Tax Contributions by Payroll Withholding
	  	18
	 5.6
	  	 Delivery of After-Tax Contributions
	  	18
	 5.7
	  	 Rollover Contributions
	  	18
	 5.8
	  	 Vesting of After-Tax Contributions and Rollover Contributions
	  	18
			
	 	  	ARTICLE VI	  	 
	 	  	EMPLOYER CONTRIBUTIONS	  	 
			
	 6.1
	  	 Contribution Period
	  	19
	 6.2
	  	 Qualified Nonelective Contributions
	  	19
	 6.3
	  	 Allocation of Qualified Nonelective Contributions
	  	19
	 6.4
	  	 Amount and Allocation of Matching Contributions
	  	19
	 6.5
	  	 Limit on Tax-Deferred Contributions Matched
	  	19
	 6.6
	  	 Qualified Matching Contributions
	  	20
	 6.7
	  	 Verification of Amount of Employer Contributions by the Sponsor
	  	20
	 6.8
	  	 Payment of Employer Contributions
	  	20
	 6.9
	  	 Allocation Requirements for Employer Contributions
	  	20
	 6.10
	  	 Vesting of Employer Contributions
	  	20
	 6.11
	  	 Election of Former Vesting Schedule
	  	21
	 6.12
	  	 Forfeitures to Reduce Employer Contributions
	  	21
			
	 	  	ARTICLE VII	  	 
	 	  	LIMITATIONS ON CONTRIBUTIONS	  	 
			
	 7.1
	  	Definitions	  	22
	 7.2
	  	Code Section 402(g) Limit	  	25
	 7.3
	  	Distribution of Excess Deferrals	  	26
	 7.4
	  	Limitation on Tax-Deferred Contributions of Highly Compensated Employees	  	26
	 7.5
	  	Determination and Allocation of Excess Tax-Deferred Contributions Among Highly Compensated Employees	  	28
	 7.6
	  	Distribution of Excess Tax-Deferred Contributions	  	29
	 7.7
	  	Limitation on Matching Contributions and After-Tax Contributions of Highly Compensated Employees	  	29
	 7.8
	  	Determination and Allocation of Excess After-Tax and Matching Contributions Among Highly Compensated Employees	  	30

  

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	 7.9
	  	 Forfeiture or Distribution of Excess Contributions
	  	31
	 7.10
	  	 Multiple Use Limitation
	  	32
	 7.11
	  	 Treatment of Forfeited Matching Contributions
	  	32
	 7.12
	  	 Determination of Income or Loss
	  	33
	 7.13
	  	 Code Section 415 Limitations on Crediting of Contributions and Forfeitures
	  	33
	 7.14
	  	Application of Code Section 415 Limitations Where Participant is Covered Under Other Qualified Defined Contribution Plan	  	34
	 7.15
	  	 Scope of Limitations
	  	34
			
	 	  	ARTICLE VIII	  	 
	 	  	TRUST FUNDS AND ACCOUNTS	  	 
			
	 8.1
	  	 General Fund
	  	35
	 8.2
	  	 Investment Funds
	  	35
	 8.3
	  	 Loan Investment Fund
	  	35
	 8.4
	  	 Income on Trust
	  	35
	 8.5
	  	 Accounts
	  	36
	 8.6
	  	 Sub-Accounts
	  	36
			
	 	  	ARTICLE IX	  	 
	 	  	LIFE INSURANCE CONTRACTS	  	 
			
	 9.1
	  	 No Life Insurance Contracts
	  	37
			
	 	  	ARTICLE X	  	 
	 	  	DEPOSIT AND INVESTMENT OF CONTRIBUTIONS	  	 
			
	 10.1
	  	 Future Contribution Investment Elections
	  	38
	 10.2
	  	 Deposit of Contributions
	  	38
	 10.3
	  	 Election to Transfer Between Funds
	  	38
	 10.4
	  	 404(c) Protection
	  	38
			
	 	  	ARTICLE XI	  	 
	 	  	CREDITING AND VALUING ACCOUNTS	  	 
			
	 11.1
	  	 Crediting Accounts
	  	39
	 11.2
	  	 Valuing Accounts
	  	39
	 11.3
	  	 Plan Valuation Procedures
	  	39
	 11.4
	  	 Finality of Determinations
	  	40
	 11.5
	  	 Notification
	  	40

  

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	 	  	ARTICLE XII	  	 
	 	  	LOANS	  	 
			
	 12.1
	  	 Application for Loan
	  	41
	 12.2
	  	 Reduction of Account Upon Distribution
	  	41
	 12.3
	  	 Requirements to Prevent a Taxable Distribution
	  	42
	 12.4
	  	 Administration of Loan Investment Fund
	  	43
	 12.5
	  	 Default
	  	44
	 12.6
	  	 Deemed Distribution Under Code Section 72(p)
	  	44
	 12.7
	  	 Treatment of Outstanding Balance of Loan Deemed Distributed Under Code Section 72(p)
	  	44
	 12.8
	  	 Special Rules Applicable to Loans
	  	45
	 12.9
	  	 Loans Granted Prior to Amendment
	  	46
			
	 	  	ARTICLE XIII	  	 
	 	  	WITHDRAWALS WHILE EMPLOYED	  	 
			
	 13.1
	  	 Non-Hardship Withdrawals of After-Tax Contributions
	  	47
	 13.2
	  	 Non-Hardship Withdrawals of Rollover Contributions
	  	47
	 13.3
	  	 Age 59 1/2 Withdrawals
	  	47
	 13.4
	  	 Overall Limitations on Non-Hardship Withdrawals
	  	47
	 13.5
	  	 Hardship Withdrawals
	  	48
	 13.6
	  	 Hardship Determination
	  	48
	 13.7
	  	 Satisfaction of Necessity Requirement for Hardship Withdrawals
	  	49
	 13.8
	  	 Conditions and Limitations on Hardship Withdrawals
	  	50
	 13.9
	  	 Order of Withdrawal from a Participant's Sub-Accounts
	  	50
			
	 	  	ARTICLE XIV	  	 
	 	  	TERMINATION OF EMPLOYMENT AND SETTLEMENT DATE	  	 
			
	 14.1
	  	 Termination of Employment and Settlement Date
	  	51
	 14.2
	  	 Separate Accounting for Non-Vested Amounts
	  	51
	 14.3
	  	 Disposition of Non-Vested Amounts
	  	51
	 14.4
	  	 Treatment of Forfeited Amounts
	  	52
	 14.5
	  	 Recrediting of Forfeited Amounts
	  	52
			
	 	  	ARTICLE XV	  	 
	 	  	DISTRIBUTIONS	  	 
			
	 15.1
	  	 Distributions to Participants
	  	54
	 15.2
	  	 Distributions to Beneficiaries
	  	54
	 15.3
	  	 Cash Outs and Participant Consent
	  	54
	 15.4
	  	 Required Commencement of Distribution
	  	55
	 15.5
	  	 Transition Rules for Required Commencement of Distribution
	  	56

  

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	15.6	  	 Reemployment of a Participant
	  	56
	15.7	  	 Restrictions on Alienation
	  	56
	15.8	  	 Facility of Payment
	  	56
	15.9	  	 Inability to Locate Payee
	  	56
	15.10	  	 Distribution Pursuant to Qualified Domestic Relations Orders
	  	57
			
	 	  	ARTICLE XVI	  	 
	 	  	FORM OF PAYMENT	  	 
			
	16.1	  	 Definitions
	  	58
	16.2	  	 Normal Form of Payment
	  	59
	16.3	  	 Optional Forms of Payment
	  	59
	16.4	  	 Change of Election
	  	59
	16.5	  	 Automatic Annuity Requirements
	  	60
	16.6	  	 Qualified Preretirement Survivor Annuity Requirements
	  	60
	16.7	  	 Direct Rollover
	  	61
	16.8	  	 Notice Regarding Forms of Payment
	  	62
	16.9	  	 Reemployment
	  	62
			
	 	  	ARTICLE XVII	  	 
	 	  	BENEFICIARIES	  	 
			
	17.1	  	 Designation of Beneficiary
	  	64
	17.2	  	 Spousal Consent Requirements
	  	64
			
	 	  	ARTICLE XVIII	  	 
	 	  	ADMINISTRATION	  	 
			
	18.1	  	 Authority of the Sponsor
	  	65
	18.2	  	 Discretionary Authority
	  	65
	18.3	  	 Action of the Sponsor
	  	65
	18.4	  	 Claims Review Procedure
	  	66
	18.5	  	 Qualified Domestic Relations Orders
	  	67
	18.6	  	 Indemnification
	  	67
	18.7	  	 Actions Binding
	  	67
			
	 	  	ARTICLE XIX	  	 
	 	  	AMENDMENT AND TERMINATION	  	 
			
	19.1	  	 Amendment
	  	68
	19.2	  	 Limitation on Amendment
	  	68
	19.3	  	 Termination
	  	68
	19.4	  	 Reorganization
	  	69
	19.5	  	 Withdrawal of an Employer
	  	70

  

 v 









					
	 	  	ARTICLE XX	  	 
	 	  	ADOPTION BY OTHER ENTITIES	  	 
	 20.1
	  	 Adoption by Related Companies
	  	71
	 20.2
	  	 Effective Plan Provisions
	  	71
			
	 	  	ARTICLE XXI	  	 
	 	  	MISCELLANEOUS PROVISIONS	  	 
			
	 21.1
	  	 No Commitment as to Employment
	  	72
	 21.2
	  	 Benefits
	  	72
	 21.3
	  	 No Guarantees
	  	72
	 21.4
	  	 Expenses
	  	72
	 21.5
	  	 Precedent
	  	72
	 21.6
	  	 Duty to Furnish Information
	  	72
	 21.7
	  	 Merger, Consolidation, or Transfer of Plan Assets
	  	73
	 21.8
	  	 Back Pay Awards
	  	73
	 21.9
	  	 Condition on Employer Contributions
	  	73
	 21.10
	  	 Return of Contributions to an Employer
	  	74
	 21.11
	  	 Validity of Plan
	  	74
	 21.12
	  	 Trust Agreement
	  	74
	 21.13
	  	 Parties Bound
	  	74
	 21.14
	  	 Application of Certain Plan Provisions
	  	74
	 21.15
	  	 Merged Plans
	  	75
	 21.16
	  	 Transferred Funds
	  	75
	 21.17
	  	 Veterans Reemployment Rights
	  	75
	 21.18
	  	 Delivery of Cash Amounts
	  	75
	 21.19
	  	 Written Communications
	  	75
			
	 	  	ARTICLE XXII	  	 
	 	  	TOP-HEAVY PROVISIONS	  	 
			
	 22.1
	  	 Definitions
	  	76
	 22.2
	  	 Applicability
	  	78
	 22.3
	  	 Minimum Employer Contribution
	  	78
	 22.4
	  	 Accelerated Vesting
	  	79
			
	 	  	ARTICLE XXIII	  	 
	 	  	EFFECTIVE DATE	  	 
			
	 23.1
	  	 GUST Effective Dates
	  	80

  

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 PREAMBLE 
  

The Invironmentalists, Inc. 401(k) Plan, originally effective as of July 1, 1995 and known prior to September 3, 2003 as DuPont Flooring Systems, Inc. 401(k) Plan and
DuPont Residential Flooring Systems, Inc. 401(k) Plan, is hereby amended and restated into a single document (the “consolidated plan”) with The Invironmentalists, Inc. now serving as the Plan Sponsor and replacing the previous Plan
Sponsor, The Invironmentalists Commercial Services Company (formerly known as “DuPont Commercial Flooring Systems, Inc.”), all effective as of September 3, 2003. The Plan, as amended and restated hereby, is intended to qualify as a
profit-sharing plan under Code Section 401(a), and includes a cash or deferred arrangement that is intended to qualify under Code Section 401(k). The Plan is maintained for the exclusive benefit of eligible employees and their beneficiaries.

  
 Notwithstanding any other provision of the Plan to the contrary, a
Participant’s vested interest in his Account under the Plan on and after the effective date of this amendment and restatement shall be not less than his vested interest in his account on the day immediately preceding the effective date. Any
provision of the Plan that restricted or limited withdrawals, loans, or other distributions, or otherwise required separate accounting with respect to any portion of a Participant’s Account immediately prior to the later of the effective date
of this amendment and restatement or the date this amendment and restatement is adopted and the elimination of which would adversely affect the qualification of the Plan under Code Section 401(a) shall continue in effect with respect to such portion
of the Participant’s Account as if fully set forth in this amendment and restatement. 
  
 Any sample amendment adopted by the Sponsor prior to this amendment and restatement for purposes of complying with EGTRRA shall continue in effect after this amendment and restatement. 
  
 Any amendment to the Plan previously adopted to comply with final and temporary regulations
issued under Code Section 401(a)(9) shall be incorporated by reference into this amendment and restatement of the Plan. 
  
 All assets and liabilities of the DuPont Residential Flooring Systems, Inc. 401(k) Plan (the “prior plan”) are transferred to and made a part of the Plan. Each
Employee who was eligible to participate in the “prior plan” immediately prior to the “consolidation date” shall continue to be eligible to participate in the Plan on and after the “consolidation date”. In no event
shall a Participant’s vested interest in his Sub-Account attributable to amounts transferred to the Plan from the “prior plan” (his “transferee Sub-Account”) on and after the “consolidation date” be less than his
vested interest in his account under the “prior plan” immediately prior to the “consolidation date”. Notwithstanding any other provision of the Plan to the contrary, a Participant’s service credited for eligibility and
vesting purposes under the “prior plan” as of the “consolidation date”, if any, shall be included as Eligibility and Vesting Service under the Plan to the extent Eligibility and Vesting Service are credited under the Plan.

  

 1 








 ARTICLE I 
  

DEFINITIONS 
  
 1.1 Plan Definitions 
  
 As used herein, the following words and phrases have the meanings hereinafter set forth, unless a different meaning is plainly required by the context: 
  
 An “Account” means the account maintained by the Trustee in the name of a Participant that reflects his interest in the
Trust and any Sub-Accounts maintained thereunder, as provided in Article VIII. 
  
 The “Administrator” means the Sponsor unless the Sponsor designates another person or persons to act as such. 
  
 An “After-Tax Contribution” means any after-tax employee contribution made by a Participant to the Plan as may be permitted under Article V or as may
have been permitted under the terms of the Plan prior to this amendment and restatement or any after-tax employee contribution made by a Participant to another plan that is transferred directly to the Plan. 
  
 The “Beneficiary” of a Participant means the person or persons entitled
under the provisions of the Plan to receive distribution hereunder in the event the Participant dies before receiving distribution of his entire interest under the Plan. 
  
 A Participant’s “Benefit Payment Date” means (i) if payment is made through the purchase of an annuity, the first day
of the first period for which the annuity is payable or (ii) if payment is made in any other form, the first day on which all events have occurred which entitle the Participant to receive payment of his benefit. 
  
 A “Break in Service” means any “computation period” (as defined in
Section 2.1 for purposes of determining years of Vesting Service) during which a person completes fewer than 501 Hours of Service except that no person shall incur a Break in Service solely by reason of temporary absence from work not exceeding 12
months resulting from illness, layoff, or other cause if authorized in advance by an Employer or a Related Company pursuant to its uniform leave policy, if his employment shall not otherwise be terminated during the period of such absence.

  
 The “Code” means the Internal Revenue Code of 1986, as
amended from time to time. Reference to a Code section includes such section and any comparable section or sections of any future legislation that amends, supplements, or supersedes such section. 
  
 The “Compensation” of a Participant for any period means the wages as
defined in Code Section 3401(a), determined without regard to any rules that limit compensation included in wages based 
  

 2 








 on the nature or location of the employment or services performed, and all other payments made to him for such period for
services as an Employee for which his Employer is required to furnish the Participant a written statement under Code Sections 6041(d), 6051(a)(3), and 6052 (commonly referred to as W-2 earnings). 
  
 In addition to the foregoing, Compensation includes any amount that would have been included
in the foregoing description, but for the Participant’s election to defer payment of such amount under Code Section 125, 402(e)(3), 402(h)(1)(B), 403(b), or 457(b) and certain contributions described in Code Section 414(h)(2) that are picked up
by the employing unit and treated as employer contributions. Effective for Plan Years beginning on and after January 1, 2001, Compensation shall also include any amount that is not included in the Participant’s taxable gross income pursuant to
Code Section 132(f). 
  
 The annual Compensation of each Participant taken into
account in determining allocations for any Plan Year beginning after December 31, 2001, shall not exceed $200,000, as adjusted for cost-of-living increases in accordance with Code Section 401(a)(17)(B). Annual Compensation means Compensation during
the Plan Year or such other consecutive 12-month period over which Compensation is otherwise determined under the Plan (the determination period). The cost-of-living adjustment in effect for a calendar year applies to annual Compensation for the
determination period that begins with or within such calendar year. 
  
 A
“Contribution Period” means the period specified in Article VI for which Employer Contributions shall be made. 
  
 “Disabled” means a Participant can no longer continue in the service of his employer because of a mental or physical condition that is likely to result
in death or is expected to continue for a period of at least six months. A Participant shall be considered Disabled only if the Administrator determines he is Disabled based on a written certificate of a physician acceptable to it. 
  
 An “Eligible Employee” means any Employee who has met the eligibility
requirements of Article III to participate in the Plan. 
  
 The
“Eligibility Service” of an employee means the period or periods of service credited to him under the provisions of Article II for purposes of determining his eligibility to participate in the Plan as may be required under Article
III. 
  
 An “Employee” means any salaried, hourly or clerical
employee of an Employer other than an employee. “Leased employees” (other than “excludable leased employees”) who meet the foregoing requirements but for the fact that they are not employed directly by an Employer shall be
considered Employees under the Plan. The term “Employee” shall not include any such person who is covered by a collective bargaining agreement that does not specifically provide for coverage under the Plan. Any individual who is not
treated by an Employer as a common law 
  

 3 








 employee of the Employer shall be excluded from Plan participation even if a court or administrative agency determines
that such individual is a common law employee and not an independent contractor. 
  
 A “leased employee” means any person who performs services for an Employer or a Related Company (the “recipient”) (other than an employee of the “recipient”) pursuant to an agreement between the
“recipient” and any other person (the “leasing organization”) on a substantially full-time basis for a period of at least one year, provided that such services are performed under primary direction of or control by the
“recipient”. An “excludable leased employee” means any “leased employee” of the “recipient” who is covered by a money purchase pension plan maintained by the “leasing organization” which provides for
(i) a nonintegrated employer contribution on behalf of each participant in the plan equal to at least ten percent of compensation, (ii) full and immediate vesting, and (iii) immediate participation by employees of the “leasing
organization” (other than employees who perform substantially all of their services for the “leasing organization” or whose compensation from the “leasing organization” in each plan year during the four-year period ending
with the plan year is less than $1,000); provided, however, that “leased employees” do not constitute more than 20 percent of the “recipient’s” nonhighly compensated work force. For purposes of this Section, contributions or
benefits provided to a “leased employee” by the “leasing organization” that are attributable to services performed for the “recipient” shall be treated as provided by the “recipient”. 
  
 An “Employer” means the Sponsor and any entity which has adopted the Plan as
may be provided under Article XX, including The Invironmentalist Commercial Services Company; The Invironmentalist Residential Services Company and INVISTA Field Marketing Company. 
  
 An “Employer Contribution” means the amount, if any, that an Employer contributes to the Plan as may be provided under
Article VI or Article XXII. 
  
 An “Enrollment Date” means the
first day of each Plan Year quarter. 
  
 “ERISA” means the
Employee Retirement Income Security Act of 1974, as amended from time to time. Reference to a section of ERISA includes such section and any comparable section or sections of any future legislation that amends, supplements, or supersedes such
section. 
  
 The “General Fund” means a Trust Fund maintained by
the Trustee as required to hold and administer any assets of the Trust that are not allocated among any separate Investment Funds as may be provided in the Plan or the Trust Agreement. No General Fund shall be maintained if all assets of the Trust
are allocated among separate Investment Funds. 
  
 A “Highly Compensated
Employee” means any Employee or former Employee who is a “highly compensated active employee” or a “highly compensated former employee” as defined hereunder. 
  

 4 








 A “highly compensated active employee” includes any Employee who performs services for an Employer or any
Related Company during the Plan Year and who (i) was a five percent owner at any time during the Plan Year or the “look back year” or (ii) received “compensation” from the Employers and Related Companies during the “look
back year” in excess of $80,000 (subject to adjustment annually at the same time and in the same manner as under Code Section 415(d)). 
  
 A “highly compensated former employee” includes any Employee who (1) separated from service from an Employer and all Related Companies (or is deemed to have
separated from service from an Employer and all Related Companies) prior to the Plan Year, (2) performed no services for an Employer or any Related Company during the Plan Year, and (3) was a “highly compensated active employee” for either
the separation year or any Plan Year ending on or after the date the Employee attains age 55, as determined under the rules in effect under Code Section 414(q) for such year. 
  
 The determination of who is a Highly Compensated Employee hereunder shall be made in accordance with the provisions of Code Section 414(q)
and regulations issued thereunder. 
  
 For purposes of this definition, the
following terms have the following meanings: 
  

	(a)	An employee’s “compensation” means compensation as defined in Code Section 415(c)(3) and regulations issued thereunder. 

  

	(b)	The “look back year” means the 12-month period immediately preceding the Plan Year. 

  
 An “Hour of Service” with respect to a person means each hour, if any, that may be credited to him in accordance with the
provisions of Article II. 
  
 An “Investment Fund” means any
separate investment Trust Fund maintained by the Trustee as may be provided in the Plan or the Trust Agreement or any separate investment fund maintained by the Trustee, to the extent that there are Participant Sub-Accounts under such funds, to
which assets of the Trust may be allocated and separately invested. 
  
 A
“Matching Contribution” means any Employer Contribution made to the Plan on account of a Participant’s Tax-Deferred Contributions as provided in Article VI, including Regular Matching Contributions and any such contribution
that is designated by an Employer as a Qualified Matching Contribution. 
  
 The
“Normal Retirement Date” of an employee means the date he attains age 65. 
  
 A “Participant” means any person who has an Account in the Trust. 
  
 The “Plan” means the Invironmentalists, Inc 401(k) Plan, as from time to time in effect. 
  

 5 








 A “Plan Year” means the 12-consecutive-month period ending each December 31. 
  
 A “Predecessor Employer” means any company that is a predecessor
organization to an Employer under the Code, provided that the Employer maintains a plan of such predecessor organization. 
  
 A “Qualified Joint and Survivor Annuity” means an immediate annuity payable at earliest retirement age under the Plan, as defined in regulations issued
under Code Section 401(a)(11), that is payable (i) for the life of a Participant, if the Participant is not married, or (ii) for the life of a Participant with a survivor annuity payable for the life of the Participant’s spouse that is equal to
at least 50 percent, but not more than 100 percent, of the amount of the annuity payable during the joint lives of the Participant and his spouse, if the Participant is married. No survivor annuity shall be payable to the Participant’s spouse
under a Qualified Joint and Survivor Annuity if such spouse is not the same spouse to whom the Participant was married on his Benefit Payment Date. 
  
 A “Qualified Matching Contribution” means any Matching Contribution made to the Plan as provided in Article VI that is 100 percent vested when made and
may be taken into account to satisfy the limitations on Tax-Deferred Contributions made by Highly Compensated Employees under Article VII. 
  
 A “Qualified Nonelective Contribution” means any Employer Contribution made to the Plan as provided in Article VI that is 100 percent vested when made
and may be taken into account to satisfy the limitations on Tax-Deferred Contributions and/or Matching and After-Tax Contributions made by or on behalf of Highly Compensated Employees under Article VII, other than Qualified Matching Contributions.

  
 A “Qualified Preretirement Survivor Annuity” means an annuity
payable for the life of a Participant’s surviving spouse if the Participant dies prior to his Benefit Payment Date. 
  
 A “Regular Matching Contribution” means any Matching Contribution made to the Plan at the rate specified in Article VI, other than any Matching
Contribution characterized by the Employer as a Qualified Matching Contribution. 
  
 A “Related Company” means any corporation or business, other than an Employer, which would be aggregated with an Employer for a relevant purpose under Code Section 414. 
  
 A Participant’s “Required Beginning Date” means the following:

  

	(a)	for a Participant who is not a “five percent owner”, April 1 of the calendar year following the calendar year in which occurs the later of the Participant’s (i)
attainment of age 70 1/2 or (ii) Settlement Date. 

  

 6 









	(b)	for a Participant who is a “five percent owner”, April 1 of the calendar year following the calendar year in which the Participant attains age 70 1/2. 

  
 A Participant is a “five percent owner” if he is a five percent owner, as defined in Code Section 416(i) and determined in accordance with Code Section 416, but
without regard to whether the Plan is top-heavy, for the Plan Year ending with or within the calendar year in which the Participant attains age 70 1/2. The Required Beginning Date of a Participant who is a “five percent owner” hereunder shall not be redetermined if the Participant ceases to be a five percent owner as defined in Code
Section 416(i) with respect to any subsequent Plan Year. 
  
 A
“Rollover Contribution” means any rollover contribution to the Plan made by a Participant as may be permitted under Article V. 
  
 The “Settlement Date” of a Participant means the date on which a Participant’s interest under the Plan becomes distributable in accordance with
Article XV. 
  
 A “Single Life Annuity” means an annuity payable
for the life of a Participant. 
  
 The “Sponsor” means The
Invironmentalists, Inc., and any successor thereto. Prior to September 3, 2003, the “Sponsor” was The Invironmentalists Commercial Services Company (previously known as “DuPont Commercial Flooring Systems, Inc.”). 
  
 A “Sub-Account” means any of the individual sub-accounts of a
Participant’s Account that is maintained as provided in Article VIII. 
  
 A
“Tax-Deferred Contribution” means the amount contributed to the Plan on a Participant’s behalf by his Employer in accordance with Article IV. 
  
 The “Trust” means the trust, custodial accounts, annuity contracts, or insurance contracts maintained by the Trustee under
the Trust Agreement. 
  
 The “Trust Agreement” means any
agreement or agreements entered into between the Sponsor and the Trustee relating to the holding, investment, and reinvestment of the assets of the Plan, together with all amendments thereto and shall include any agreement establishing a custodial
account, an annuity contract, or an insurance contract (other than a life, health or accident, property, casualty, or liability insurance contract) for the investment of assets if the custodial account or contract would, except for the fact that it
is not a trust, constitute a qualified trust under Code Section 401. 
  
 The
“Trustee” means the trustee or any successor trustee which at the time shall be designated, qualified, and acting under the Trust Agreement and shall include any insurance company that issues an annuity or insurance contract
pursuant to the Trust Agreement or any person holding assets in a custodial account pursuant to the Trust Agreement. The Sponsor may designate a 
  

 7 








 person or persons other than the Trustee to perform any responsibility of the Trustee under the Plan, other than trustee
responsibilities as defined in ERISA Section 405(c)(3), and the Trustee shall not be liable for the performance of such person in carrying out such responsibility except as otherwise provided by ERISA. The term Trustee shall include any delegate of
the Trustee as may be provided in the Trust Agreement. 
  
 A “Trust
Fund” means any fund maintained under the Trust by the Trustee. 
  
 A
“Valuation Date” means the date or dates designated by the Sponsor and communicated in writing to the Trustee for the purpose of valuing the General Fund and each Investment Fund and adjusting Accounts and Sub-Accounts hereunder,
which dates need not be uniform with respect to the General Fund, each Investment Fund, Account, or Sub-Account; provided, however, that the General Fund and each Investment Fund shall be valued and each Account and Sub-Account shall be adjusted no
less often than once annually. 
  
 The “Vesting Service” of an
employee means the period or periods of service credited to him under the provisions of Article II for purposes of determining his vested interest in his Employer Contributions Sub-Account, if Employer Contributions are provided for under either
Article VI or Article XXII. 
  
 1.2 Interpretation 
  
 Where required by the context, the noun, verb, adjective, and adverb forms of each defined
term shall include any of its other forms. Wherever used herein, the masculine pronoun shall include the feminine, the singular shall include the plural, and the plural shall include the singular. 
  

 8 








 ARTICLE II 
  
 SERVICE 
  
 2.1 Special Definitions 
  
 For purposes of this Article, the following terms have the following meanings. 
  
 A “computation period” for purposes of determining an employee’s years of Vesting Service means each Plan Year; provided, however, that if an employee first completed an Hour of Service prior to
the effective date of the Plan, a Plan Year shall not mean any short Plan Year beginning on the effective date of the Plan, if any, but shall mean any 12-consecutive-month period beginning before the effective date of the Plan that would have been a
Plan Year if the Plan had been in effect. 
  
 The “continuous
service” of an employee means the continuous service credited to him in accordance with the provisions of this Article. 
  
 The “employment commencement date” of an employee means the date he first completes an Hour of Service. 
  
 A “maternity/paternity absence” means a person’s absence from
employment with an Employer or a Related Company because of the person’s pregnancy, the birth of the person’s child, the placement of a child with the person in connection with the person’s adoption of the child, or the caring for the
person’s child immediately following the child’s birth or adoption. A person’s absence from employment will not be considered a maternity/paternity absence unless the person furnishes the Administrator such timely information as may
reasonably be required to establish that the absence was for one of the purposes enumerated in this paragraph and to establish the number of days of absence attributable to such purpose. 
  
 The “reemployment commencement date” of an employee means the first date following a “severance date” on which he
again completes an Hour of Service. 
  
 The “severance date” of
an employee means the earlier of (i) the date on which he retires, dies, or his employment with all Employers and Related Companies is otherwise terminated, or (ii) the first anniversary of the first date of a period during which he is absent from
work with all Employers and Related Companies for any other reason; provided, however, that if he terminates employment with or is absent from work with all Employers and Related Companies on account of service with the armed forces of the United
States, he shall not incur a “severance date” if he is eligible for reemployment rights under the Uniformed Services Employment and Reemployment Rights Act of 1994 and he returns to work with an Employer or a Related Company within the
period during which he retains such reemployment rights, but, if he does not return to work within such period, his “severance date” shall be the earlier of the date which is one year after his absence commenced or the last day of the
period during which he retains such reemployment rights. 
  

 9 








 2.2 Crediting of Hours of Service 
  
 A person shall be credited with an Hour of Service for: 
  

	(a)	Each hour for which he is paid, or entitled to payment, for the performance of duties for an Employer, a Predecessor Employer, or a Related Company during the applicable period;
provided, however, that hours compensated at a premium rate shall be treated as straight-time hours. 

  

	(b)	Subject to the provisions of Section 2.4, each hour for which he is paid, or entitled to payment, by an Employer, a Predecessor Employer, or a Related Company on account of a period
of time during which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity (including disability), lay-off, jury duty, military duty, or leave of absence.


  

	(c)	Each hour for which he would have been scheduled to work for an Employer, a Predecessor Employer, or a Related Company during the period that he is absent from work because of
service with the armed forces of the United States provided he is eligible for reemployment rights under the Uniformed Services Employment and Reemployment Rights Act of 1994 and returns to work with an Employer or a Related Company within the
period during which he retains such reemployment rights; provided, however, that the same Hour of Service shall not be credited under paragraph (b) of this Section and under this paragraph (c). 

  

	(d)	Each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by an Employer, a Predecessor Employer, or a Related Company; provided, however,
that the same Hour of Service shall not be credited both under paragraph (a) or (b) or (c) of this Section, as the case may be, and under this paragraph (d); and provided, further, that the crediting of Hours of Service for back pay awarded or
agreed to with respect to periods described in such paragraph (b) shall be subject to the limitations set forth therein and in Section 2.4. 

  

	(e)	Solely for purposes of determining whether a person who is on a “maternity/paternity absence” has incurred a Break in Service for a “computation period”, Hours
of Service shall include those hours with which such person would otherwise have been credited but for such “maternity/paternity absence”, or shall include eight Hours of Service for each day of “maternity/paternity absence” if
the actual hours to be credited cannot be determined; except that not more than the minimum number of hours required to prevent a Break in Service shall be credited by reason of any “maternity/paternity absence”; provided, however, that
any hours included as Hours of Service pursuant to this 

  

 10 








 paragraph shall be credited to the “computation period” in which the absence from employment
begins, if such person otherwise would incur a Break in Service in such “computation period”, or, in any other case, to the immediately following “computation period”. 
  

	(f)	Solely for purposes of determining whether he has incurred a Break in Service, each hour for which he would have been scheduled to work for an Employer, a Predecessor Employer, or a
Related Company during the period of time that he is absent from work on an approved leave of absence pursuant to the Family and Medical Leave Act of 1993; provided, however, that Hours of Service shall not be credited to an employee under this
paragraph if the employee fails to return to employment with an Employer or a Related Company following such leave. 

  
 Except as otherwise specifically provided with respect to Predecessor Employers, Hours of Service shall not be credited for employment with a corporation or business
prior to the date such corporation or business becomes a Related Company. 
  
 2.3 Hours of Service Equivalencies 
  
 Notwithstanding any other
provision of the Plan to the contrary, if an Employer does not maintain records that accurately reflect actual hours of service creditable to a person hereunder, such person shall be credited with 190 Hours of Service for each month in which he
performs an Hour of Service. 
  
 2.4 Limitations on Crediting of Hours of
Service 
  
 In the application of the provisions of paragraph (b) of Section
2.2, the following shall apply: 
  

	(a)	An hour for which a person is directly or indirectly paid, or entitled to payment, on account of a period during which no duties are performed shall not be credited to him if such
payment is made or due under a plan maintained solely for the purpose of complying with applicable workers’ compensation, unemployment compensation, or disability insurance laws. 

  

	(b)	Hours of Service shall not be credited with respect to a payment which solely reimburses a person for medical or medically-related expenses incurred by him.


  

	(c)	A payment shall be deemed to be made by or due from an Employer, a Predecessor Employer, or a Related Company (i) regardless of whether such payment is made by or due from such
employer directly or indirectly, through (among others) a trust fund or insurer to which any such employer contributes or pays premiums, and (ii) regardless of whether contributions made or due to such trust fund, insurer, or other entity are for
the benefit of particular persons or are on behalf of a group of persons in the aggregate. 

  

 11 









	(d)	No more than 501 Hours of Service shall be credited to a person on account of any single continuous period during which he performs no duties (whether or not such period occurs in a
single “computation period”), unless no duties are performed due to service with the armed forces of the United States for which the person retains reemployment rights as provided in paragraph (c) of Section 2.2. 


 
 2.5 Department of Labor Rules 
  
 The rules set forth in paragraphs (b) and (c) of Department of Labor Regulations Section
2530.200b-2, which relate to determining Hours of Service attributable to reasons other than the performance of duties and crediting Hours of Service to particular periods, are hereby incorporated into the Plan by reference. 
  
 2.6 Crediting of Continuous Service 
  
 A person shall be credited with “continuous service” for the aggregate of the
periods of time between his “employment commencement date” or any “reemployment commencement date” and the “severance date” that next follows such “employment commencement date” or “reemployment
commencement date”; provided, however, that an employee who has a “reemployment commencement date” within the 12-consecutive-month period following the earlier of the first date of his absence or his “severance date” shall
be credited with “continuous service” for the period between his “severance date” and “reemployment commencement date”. 
  
 2.7 Eligibility Service 
  
 An employee shall be credited with Eligibility Service equal to his “continuous service”. 
  
 2.8 Years of Vesting Service 
  
 An employee shall be credited with a year of Vesting Service for each “computation period” during which he completes at least 1,000 Hours of Service.

  
 2.9 Crediting of Hours of Service with Respect to Short Computation Periods

  
 The following provisions shall apply with respect to crediting Hours of
Service with respect to any short “computation period”: 
  

	(a)	For purposes of this Article, the following terms have the following meanings: 

  

	 	(i)	An “old computation period” means any “computation period” that ends immediately prior to a change in the “computation period”.


  

 12 









	 	(ii)	A “short computation period” means any “computation period” of fewer than 12 consecutive months. 

  

	(b)	Notwithstanding any other provision of the Plan to the contrary, no person shall incur a Break in Service for a short “computation period” solely because of such short
“computation period”. 

  

	(c)	For purposes of determining the years of Vesting Service to be credited to an Employee, a “computation period” shall not include the “short computation period”,
but if an Employee completes at least 1,000 Hours of Service in the 12-consecutive-month period beginning on the first day of the “short computation period”, such Employee shall be credited with a year of Vesting Service for such
12-consecutive-month period. 

  
 2.10 Crediting of Service on
Transfer or Amendment 
  
 Notwithstanding any other provision of the Plan to
the contrary, if an Employee is transferred from employment covered under a qualified plan maintained by an Employer or a Related Company for which service for purposes of eligibility to participate is credited based on Hours of Service and
computation periods in accordance with Department of Labor Regulations Section 2530.200 through 2530.203 to employment covered under the Plan or, prior to amendment, the Plan provided for crediting of service for purposes of eligibility to
participate on the basis of Hours of Service and computation periods in accordance with Department of Labor Regulations Section 2530.200 through 2530.203, an affected Employee shall be credited with Eligibility Service hereunder as provided in
Treasury Regulations Section 1.410(a)-7(f)(1). 
  
 In addition, notwithstanding
any other provision of the Plan to the contrary, if an Employee is transferred from employment covered under a qualified plan maintained by an Employer or a Related Company for which service for purposes of vesting is credited based on elapsed time
in accordance with Treasury Regulations Section 1.410(a)-7 to employment covered under the Plan or, prior to amendment, the Plan provided for crediting of service for purposes of vesting on the basis of elapsed time in accordance with Treasury
Regulations Section 1.410(a)-7, an affected Employee shall be credited with Vesting Service hereunder as provided in Treasury Regulations Section 1.410(a)-7(f)(1). 
  

 13 








 ARTICLE III 
  
 ELIGIBILITY 
  
 3.1 Eligibility 
  
 Each Employee who was an Eligible Employee immediately prior to September 3, 2003 shall continue to be an Eligible Employee on September 3, 2003. Each other Employee shall become an Eligible Employee as of the
Enrollment Date coinciding with or next following the date on which he has both attained age 21 and completed 60 days of Eligibility Service. 
  
 3.2 Transfers of Employment 
  
 If a person is transferred directly from employment with an Employer or with a Related Company in a capacity other than as an Employee to employment as an Employee, he
shall become an Eligible Employee as of the date he is so transferred if prior to an Enrollment Date coinciding with or preceding such transfer date he has met the eligibility requirements of Section 3.1. Otherwise, the eligibility of a person who
is so transferred to participate in the Plan shall be determined in accordance with Section 3.1. 
  
 3.3 Reemployment 
  
 If a person who
terminated employment with an Employer and all Related Companies is reemployed as an Employee and if he had been an Eligible Employee prior to his termination of employment, he shall again become an Eligible Employee on the date he is reemployed.
Otherwise, the eligibility of a person who terminated employment with an Employer and all Related Companies and who is reemployed by an Employer or a Related Company to participate in the Plan shall be determined in accordance with Section 3.1 or
3.2. 
  
 3.4 Notification Concerning New Eligible Employees 
  
 Each Employer shall notify the Administrator as soon as practicable of Employees becoming
Eligible Employees as of any date. 
  
 3.5 Effect and Duration 

 
 Upon becoming an Eligible Employee, an Employee shall be entitled to make Tax-Deferred
and After-Tax Contributions to the Plan in accordance with the provisions of Article IV and Article V and receive allocations of Employer Contributions in accordance with the provisions of Article VI (provided he meets any applicable requirements
thereunder) and shall be bound by all the terms and conditions of the Plan and the Trust Agreement. A person shall continue as an Eligible Employee eligible to make Tax-Deferred and After-Tax Contributions to the Plan and to participate in
allocations of Employer Contributions only so long as he continues employment as an Employee. 
  

 14 








 ARTICLE IV 
  
 TAX-DEFERRED CONTRIBUTIONS 
  
 4.1 Tax-Deferred Contributions 
  
 Effective as of the date he becomes an Eligible Employee, each Eligible Employee may elect, in accordance with rules prescribed by the Administrator, to have Tax-Deferred
Contributions made to the Plan on his behalf by his Employer as hereinafter provided. An Eligible Employee’s election shall include his authorization for his Employer to reduce his Compensation and to make Tax-Deferred Contributions on his
behalf. An Eligible Employee who elects not to have Tax-Deferred Contributions made to the Plan as of the first Enrollment Date he becomes eligible to participate may change his election by amending his reduction authorization as prescribed in this
Article. 
  
 Tax-Deferred Contributions on behalf of an Eligible Employee shall
commence with the first payment of Compensation made on or after the date on which his election is effective. 
  
 4.2 Amount of Tax-Deferred Contributions 
  
 Effective March 1, 2003, the amount of Tax-Deferred Contributions to be made to the Plan on behalf of an Eligible Employee by his Employer shall be an integral percentage of his Compensation of not less than one percent nor more than 60
percent. In the event an Eligible Employee elects to have his Employer make Tax-Deferred Contributions on his behalf, his Compensation shall be reduced for each payroll period by the percentage he elects to have contributed on his behalf to the Plan
in accordance with the terms of his currently effective reduction authorization. 
  
 All Eligible Employees who have attained age 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, Code Section 414(v). Such “catch-up
contributions” shall not be taken into account for purposes of the provisions of the Plan implementing the required limitations of Code 402(g) and 415. The Plan shall not be treated as failing to satisfy the provision of the Plan implementing
the requirements of Code Section 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416, as applicable, by reason of the making of such “catch-up contributions.” 
  
 4.3 Amendments to Reduction Authorization 
  

An Eligible Employee may elect, in the manner prescribed by the Administrator, to change the amount of his future Compensation that his Employer contributes on his
behalf as Tax-Deferred Contributions. An Eligible Employee may amend his reduction authorization at such time or times during the Plan Year as the Administrator may prescribe by giving such number of days advance notice of his election as the
Administrator may prescribe. An Eligible Employee who 
  

 15 








 amends his reduction authorization shall be limited to selecting an amount of his Compensation that is otherwise
permitted under this Article IV. Tax-Deferred Contributions shall be made on behalf of such Eligible Employee by his Employer pursuant to his properly amended reduction authorization commencing with Compensation paid to the Eligible Employee on or
after the date such amendment is effective, until otherwise altered or terminated in accordance with the Plan. 
  
 4.4 Suspension of Tax-Deferred Contributions 
  
 An Eligible Employee on whose behalf Tax-Deferred Contributions are being made may elect, in the manner prescribed by the Administrator, to have such contributions suspended for a minimum period of three months at any time by giving such
number of days advance notice of his election as the Administrator may prescribe. Any such voluntary suspension shall take effect commencing with Compensation paid to such Eligible Employee on or after the expiration of the required notice period
and shall remain in effect until Tax-Deferred Contributions are resumed as hereinafter set forth. 
  
 4.5 Resumption of Tax-Deferred Contributions 
  
 An Eligible Employee who has voluntarily suspended his Tax-Deferred Contributions may elect, in the manner prescribed by the Administrator, to have such contributions resumed after the expiration of the minimum three month suspension
period. An Eligible Employee may make such election at such time or times during the Plan Year as the Administrator may prescribe, by giving such number of days advance notice of his election as the Administrator may prescribe. 
  
 4.6 Delivery of Tax-Deferred Contributions 
  
 As soon after the date an amount would otherwise be paid to an Employee as it can reasonably
be separated from Employer assets, each Employer shall cause to be delivered to the Trustee in cash all Tax-Deferred Contributions attributable to such amounts. 
  

4.7 Vesting of Tax-Deferred Contributions 
  
 A Participant’s vested interest in his Tax-Deferred Contributions Sub-Account shall be at all times 100 percent. 
  

 16 








 ARTICLE V 
  

AFTER-TAX AND ROLLOVER CONTRIBUTIONS 
  
 5.1 After-Tax Contributions 
  
 An Eligible Employee may elect, in accordance with rules prescribed by the Administrator, to make After-Tax Contributions to the Plan. After-Tax Contributions may be made
either by payroll withholding and/or by delivery of a cash amount to an Eligible Employee’s Employer; provided, however, that in no event may the After-Tax Contributions made by an Eligible Employee by delivery of a cash amount to his Employer
for a Plan Year, when combined with the After-Tax Contributions made by the Eligible Employee by payroll withholding for the Plan Year, exceed seven percent of the Eligible Employee’s Compensation for the Plan Year. An Eligible Employee’s
election to make After-Tax Contributions by payroll withholding may be made effective as of the Enrollment Date on which he becomes an Eligible Employee. An Eligible Employee who elects not to make After-Tax Contributions by payroll withholding as
of the first Enrollment Date on which he is eligible may change his election by amending his payroll withholding authorization as prescribed in this Article. 
  
 After-Tax Contributions by payroll withholding shall commence with the first payment of Compensation made on or after the date on which the Eligible Employee’s
election is effective. 
  
 5.2 Amount of After-Tax Contributions by Payroll
Withholding 
  
 The amount of After-Tax Contributions made by an Eligible
Employee by payroll withholding shall be an integral percentage of his Compensation of not less than one percent nor more than seven percent. 
  
 5.3 Amendments to Payroll Withholding Authorization 
  
 An Eligible Employee may elect, in the manner prescribed by the Administrator, to change the amount of his future Compensation that he contributes to the Plan as
After-Tax Contributions by payroll withholding. An Eligible Employee may amend his payroll withholding authorization at such time or times during the Plan Year as the Administrator may prescribe by giving such number of days advance notice of his
election as the Administrator may prescribe. An Eligible Employee who changes his payroll withholding authorization shall be limited to selecting an amount of his Compensation that is otherwise permitted under this Article V. After-Tax Contributions
shall be made on behalf of such Eligible Employee pursuant to his properly amended payroll withholding authorization commencing with Compensation paid to the Eligible Employee on or after the date such amendment is effective, until otherwise altered
or terminated in accordance with the Plan. 
  

 17 








 5.4 Suspension of After-Tax Contributions by Payroll Withholding 
  
 An Eligible Employee who is making After-Tax Contributions by payroll withholding may elect,
in the manner prescribed by the Administrator, to have such contributions suspended at any time by giving such number of days advance notice to his Employer as the Administrator may prescribe. Any such voluntary suspension shall take effect
commencing with Compensation paid to such Eligible Employee on or after the expiration of the required notice period and shall remain in effect until After-Tax Contributions are resumed as hereinafter set forth. 
  
 5.5 Resumption of After-Tax Contributions by Payroll Withholding 
  
 An Eligible Employee who has voluntarily suspended his After-Tax Contributions by payroll
withholding in accordance with Section 5.4 may elect, in the manner prescribed by the Administrator, to have such contributions resumed. An Eligible Employee may make such election at such time or times as the Administrator may prescribe, by giving
such number of days advance notice of his election as the Administrator may prescribe. 
  
 5.6 Delivery of After-Tax Contributions 
  
 As soon after the
date an amount would otherwise be paid to an Employee as it can reasonably be separated from Employer assets or as soon as reasonably practicable after an amount has been delivered to an Employer by an Employee, the Employer shall cause to be
delivered to the Trustee in cash the After-Tax Contributions attributable to such amount. 
  
 5.7 Rollover Contributions 
  
 An Employee
who was a participant in a plan qualified under Code Sections 401(a) or 403(a) and who receives (or is eligible to receive) a cash distribution from such plan that he elects either (i) to roll over immediately to a qualified retirement plan or (ii)
to roll over into a conduit IRA from which he receives a later cash distribution, may elect to make a Rollover Contribution to the Plan if he is entitled under Code Section 402(c) or 408(d)(3)(A) to roll over such distribution to another qualified
retirement plan. The Administrator may require an Employee to provide it with such information as it deems necessary or desirable to show that he is entitled to roll over such distribution to another qualified retirement plan. An Employee shall make
a Rollover Contribution to the Plan by delivering, or causing to be delivered, to the Trustee the cash that constitutes the Rollover Contribution amount. If the Employee received a cash distribution that he is rolling over, such delivery must be
made within 60 days of receipt of the distribution from the plan or from the conduit IRA in the manner prescribed by the Administrator. 
  
 5.8 Vesting of After-Tax Contributions and Rollover Contributions 
  
 A Participant’s vested interest in his After-Tax Contributions Sub-Account and his Rollover Contributions Sub-Account shall be at all times 100 percent. 

 

 18 








 ARTICLE VI 
  
 EMPLOYER CONTRIBUTIONS 
  
 6.1 Contribution Period 
  
 The Contribution Periods for Employer Contributions shall be as follows: 
  

	(a)	The Contribution Period for Matching Contributions under the Plan is each month. 

  

	(b)	The Contribution Period for Qualified Nonelective Contributions under the Plan is each Plan Year. 

  
 6.2 Qualified Nonelective Contributions 
  
 Each Employer may, in its discretion, make a Qualified Nonelective Contribution to the Plan for the Contribution Period in an amount determined by the Sponsor.

  
 6.3 Allocation of Qualified Nonelective Contributions 
  
 Any Qualified Nonelective Contribution made for a Contribution Period shall be allocated
among the Eligible Employees during the Contribution Period who have met the allocation requirements for Qualified Nonelective Contributions described in this Article, other than any such Eligible Employee who is a Highly Compensated Employee. The
allocable share of each such Eligible Employee in the Qualified Nonelective Contribution shall be in the ratio which his Compensation from the Employer for the Plan Year bears to the aggregate of such Compensation for all such Eligible Employees.

  
 6.4 Amount and Allocation of Matching Contributions 
  
 Each Employer shall make a Matching Contribution to the Plan for each Contribution Period on
behalf of each of its Eligible Employees during the Contribution Period who has met the allocation requirements for Matching Contributions described in this Article. The amount of such Matching Contribution shall be equal to 30 percent of the
Tax-Deferred Contributions made for the Contribution Period on behalf of such Eligible Employee. 
  
 6.5 Limit on Tax-Deferred Contributions Matched 
  
 Notwithstanding any other provision of this Article to the contrary, Tax-Deferred Contributions made to the Plan on behalf of an Eligible Employee for a Contribution Period that exceed seven percent of the Eligible Employee’s
Compensation for the Contribution Period shall be excluded in determining the amount and allocation of Matching Contributions with respect to such Eligible Employee for the Contribution Period. 
  

 19 








 6.6 Qualified Matching Contributions 
  
 An Employer may designate any portion or all of its Matching Contribution as a Qualified Matching Contribution. Amounts that are designated
as Qualified Matching Contributions shall be accounted for separately and may be withdrawn only as permitted under the Plan. 
  
 6.7 Verification of Amount of Employer Contributions by the Sponsor 
  
 The Sponsor shall verify the amount of Employer Contributions to be made by each Employer in accordance with the provisions of the Plan. Notwithstanding any other
provision of the Plan to the contrary, the Sponsor shall determine the portion of the Employer Contribution to be made by each Employer with respect to an Employee who transfers from employment with one Employer as an Employee to employment with
another Employer as an Employee. 
  
 6.8 Payment of Employer Contributions

  
 Employer Contributions made for a Contribution Period shall be paid in
cash to the Trustee within the period of time required under the Code in order for the contribution to be deductible by the Employer in determining its Federal income taxes for the Plan Year. 
  
 6.9 Allocation Requirements for Employer Contributions 
  
 A person who was an Eligible Employee at any time during a Contribution Period shall be
eligible to receive an allocation of Matching Contributions for such Contribution Period. 
  
 A person who was an Eligible Employee at any time during a Contribution Period shall be eligible to receive an allocation of Qualified Nonelective Contributions for such Contribution Period. 
  
 6.10 Vesting of Employer Contributions 
  
 A Participant’s vested interest in his Qualified Nonelective and Qualified Matching
Contributions Sub-Accounts shall be at all times 100 percent. 
  
 A
Participant’s vested interest in his Regular Matching Contributions Sub-Account shall be determined in accordance with the following schedule: 
  

				
	 Years of Vesting Service

	  	Vested Interest

	 
	 Less than 1
	  	0	%
	 1, but less than 2
	  	20	%
	 2, but less than 3
	  	40	%
	 3, but less than 4
	  	60	%
	 4, but less than 5
	  	80	%
	 5 or more
	  	100	%

  

 20 








 Notwithstanding the foregoing, if a Participant is employed by an Employer or a Related Company on his Normal Retirement
Date, the date he becomes Disabled, or the date he dies, his vested interest in his Regular Matching Contributions Sub-Account shall be 100 percent. 
  
 6.11 Election of Former Vesting Schedule 
  
 If the Sponsor adopts an amendment to the Plan that directly or indirectly affects the computation of a Participant’s vested interest in his Employer Contributions
Sub-Account, any Participant with three or more years of Vesting Service shall have a right to have his vested interest in his Employer Contributions Sub-Account continue to be determined under the vesting provisions in effect prior to the amendment
rather than under the new vesting provisions, unless the vested interest of the Participant in his Employer Contributions Sub-Account under the Plan as amended is not at any time less than such vested interest determined without regard to the
amendment. A Participant shall exercise his right under this Section by giving written notice of his exercise thereof to the Administrator within 60 days after the latest of (i) the date he receives notice of the amendment from the Administrator,
(ii) the effective date of the amendment, or (iii) the date the amendment is adopted. Notwithstanding the foregoing, a Participant’s vested interest in his Employer Contributions Sub-Account on the effective date of such an amendment shall not
be less than his vested interest in his Employer Contributions Sub-Account immediately prior to the effective date of the amendment. 
  
 6.12 Forfeitures to Reduce Employer Contributions 
  
 Notwithstanding any other provision of the Plan to the contrary, the amount of the Employer Contribution required under this Article for a Plan Year shall be reduced by
the amount of any forfeitures occurring during the Plan Year or any prior Plan Year that are not used to pay Plan expenses and that are applied against Employer Contributions as provided in Article XIV. 
  

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 ARTICLE VII 
  
 LIMITATIONS ON CONTRIBUTIONS 
  

7.1 Definitions 
  
 For purposes of this Article, the following terms have the following meanings: 
  
 The “aggregate limit” means the sum of (i) 125 percent of the greater of the average “contribution percentage” for “eligible
participants” other than Highly Compensated Employees or the average “deferral percentage” for Eligible Employees other than Highly Compensated Employees and (ii) the lesser of 200 percent or two plus the lesser of such average
“contribution percentage” or average “deferral percentage”, or, if it would result in a larger “aggregate limit”, the sum of (iii) 125 percent of the lesser of the average “contribution percentage” for
“eligible participants” other than Highly Compensated Employees or the average “deferral percentage” for Eligible Employees other than Highly Compensated Employees and (iv) the lesser of 200 percent or two plus the greater of
such average “contribution percentage” or average “deferral percentage”. For purposes of determining the “aggregate limit”, the “contribution percentages” and “deferral percentages” used shall be for
the applicable “testing year”. 
  
 The “annual
addition” with respect to a Participant for a “limitation year” means the sum of the Tax-Deferred Contributions, After-Tax Contributions, and Employer Contributions allocated to his Account for the “limitation year”
(including any “excess contributions” that are distributed pursuant to this Article), the employer contributions, “employee contributions”, and forfeitures allocated to his accounts for the “limitation year” under any
other qualified defined contribution plan (whether or not terminated) maintained by an Employer or a Related Company concurrently with the Plan, and amounts described in Code Sections 415(l)(2) and 419A(d)(2) allocated to his account for the
“limitation year”. 
  
 The “contribution percentage”
with respect to an “eligible participant” for a particular Plan Year means the ratio of the sum of the Matching Contributions made to the Plan on his behalf and the After-Tax Contributions made by him for the Plan Year to his “test
compensation” for such Plan Year. To the extent permitted by regulations issued under Code Section 401(m), the Sponsor may elect to include the Tax-Deferred Contributions and/or Qualified Nonelective Contributions made to the Plan on an
“eligible participant’s” behalf for the Plan Year in computing the numerator of such “eligible participant’s” “contribution percentage”. Notwithstanding the foregoing, any Tax-Deferred Contributions, Qualified
Matching Contributions, and/or Qualified Nonelective Contributions that are included in determining the numerator of an “eligible participant’s” “deferral percentage” may not be included in determining the numerator of his
“contribution percentage”. 
  
 After-Tax Contributions made by an
“eligible participant” shall be included in determining his “contribution percentage” for a Plan Year only if they are contributed to the Plan before the end 
  

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 of such Plan Year. Other contributions made on an “eligible participant’s” behalf for a Plan Year shall be
included in determining his “contribution percentage” for such Plan Year only if the contributions are allocated to the “eligible participant’s” Account as of a date within such Plan Year and are made to the Plan before the
end of the 12-month period immediately following the Plan Year to which the contributions relate. The determination of an “eligible participant’s” “contribution percentage” shall be made after any reduction required to
satisfy the Code Section 415 limitations is made as provided in this Article VII and shall satisfy such other requirements as may be prescribed by the Secretary of the Treasury. 
  
 The “deferral percentage” with respect to an Eligible Employee for a particular Plan Year means the ratio of the
Tax-Deferred Contributions made on his behalf for the Plan Year to his “test compensation” for the Plan Year. To the extent permitted by regulations issued under Code Section 401(k), the Sponsor may elect to include Qualified Matching
Contributions and/or Qualified Nonelective Contributions made to the Plan on the Eligible Employee’s behalf for the Plan Year in computing the numerator of such Eligible Employee’s “deferral percentage”. Notwithstanding the
foregoing, any Tax-Deferred Contributions, Qualified Matching Contributions, and/or Qualified Nonelective Contributions that are included in determining the numerator of an Eligible Employee’s “contribution percentage” may not be
included in determining the numerator of his “deferral percentage”. 
  
 Contributions made on an Eligible Employee’s behalf for a Plan Year shall be included in determining his “deferral percentage” for such Plan Year only if they meet the following requirements: 
  

	(a)	Tax-Deferred Contributions must relate to Compensation that would, but for the Eligible Employee’s deferral election, have been received by the Eligible Employee during such
Plan Year. 

  

	(b)	The contributions must be allocated to the Eligible Employee’s Account as of a date within such Plan Year. 

  

	(c)	The contributions must be made to the Plan before the end of the 12-month period immediately following the Plan Year to which they relate. 

  
 The determination of an Eligible Employee’s “deferral percentage” shall be
made after any reduction required to satisfy the Code Section 415 limitations is made as provided in this Article VII and shall satisfy such other requirements as may be prescribed by the Secretary of the Treasury. 
  
 An “elective contribution” means any employer contribution made to a plan
maintained by an Employer or a Related Company on behalf of a Participant in lieu of cash compensation pursuant to his written election to defer under any qualified CODA as described in Code Section 401(k), any simplified employee pension cash or
deferred arrangement as described in Code Section 
  

 23 








 402(h)(1)(B), any eligible deferred compensation plan under Code Section 457, or any plan as described in Code Section
501(c)(18), and any contribution made on behalf of the Participant by an Employer or a Related Company for the purchase of an annuity contract under Code Section 403(b) pursuant to a salary reduction agreement. 
  
 An “eligible participant” means any Eligible Employee who is eligible to
make After-Tax Contributions or to have Tax-Deferred Contributions made on his behalf (if Tax-Deferred Contributions are taken into account in determining “contribution percentages”), or to participate in the allocation of Matching
Contributions. 
  
 An “employee contribution” means any employee
after-tax contribution allocated to an Eligible Employee’s account under any qualified plan of an Employer or a Related Company. 
  
 An “excess contribution” means any contribution made to the Plan by or on behalf of a Participant that exceeds one of the limitations described in this
Article. 
  
 An “excess deferral” with respect to a Participant
means that portion of a Participant’s Tax-Deferred Contributions for his taxable year that, when added to amounts deferred for such taxable year under other plans or arrangements described in Code Section 401(k), 408(k), or 403(b) (other than
any such plan or arrangement that is maintained by an Employer or a Related Company), would exceed the dollar limit imposed under Code Section 402(g) as in effect on January 1 of the calendar year in which such taxable year begins and is includible
in the Participant’s gross income under Code Section 402(g). 
  
 A
“limitation year” means the Plan Year. 
  
 A “matching
contribution” means any employer contribution allocated to an Eligible Employee’s account under any plan of an Employer or a Related Company solely on account of “elective contributions” made on his behalf or “employee
contributions” made by him. 
  
 A “qualified matching
contribution” means any employer contribution allocated to an Eligible Employee’s account under any plan of an Employer or a Related Company solely on account of “elective contributions” made on his behalf or “employee
contributions” made by him that is a qualified matching contribution as defined in regulations issued under Code Section 401(k), is nonforfeitable when made, and is distributable only as permitted in regulations issued under Code Section
401(k). 
  
 A “qualified nonelective contribution” means any
employer contribution allocated to an Eligible Employee’s account under any plan of an Employer or a Related Company that the Participant could not elect instead to receive in cash, that is a qualified nonelective contribution as defined in
Code Sections 401(k) and 401(m) and regulations issued thereunder, is nonforfeitable when made, and is distributable only as permitted in regulations issued under Code Section 401(k). 
  

 24 








 The “test compensation” of an Eligible Employee or “eligible participant” for a Plan Year
means compensation as defined in Code Section 414(s) and regulations issued thereunder, limited, however, to $150,000 (subject to adjustment annually as provided in Code Sections 401(a)(17)(B) and 415(d); provided, however, that the dollar increase
in effect on January 1 of any calendar year, if any, is effective for Plan Years beginning in such calendar year) and, if elected by the Sponsor, further limited solely to “test compensation” of an Employee attributable to periods of time
when he is an Eligible Employee or “eligible participant”. If the “test compensation” of an Eligible Employee or “eligible participant” is determined over a period of time that contains fewer than 12 calendar months,
then the annual compensation limitation described above shall be adjusted with respect to that Eligible Employee or “eligible participant” by multiplying the annual compensation limitation in effect for the Plan Year by a fraction the
numerator of which is the number of full months in the period and the denominator of which is 12; provided, however, that no proration is required for an Eligible Employee or “eligible participant” who is covered under the Plan for less
than one full Plan Year if the formula for allocations is based on Compensation for a period of at least 12 months. 
  
 The “testing year” means the Plan Year for which the limitations on “deferral percentages” and “contribution percentages” of Highly
Compensated Employees are being determined. 
  
 7.2 Code Section 402(g) Limit

  
 In no event shall the amount of the Tax-Deferred Contributions made on
behalf of an Eligible Employee for his taxable year, when aggregated with any “elective contributions” made on behalf of the Eligible Employee under any other plan of an Employer or a Related Company for his taxable year, exceed the dollar
limit imposed under Code Section 402(g), as in effect on January 1 of the calendar year in which such taxable year begins. In the event that the Administrator determines that the reduction percentage elected by an Eligible Employee will result in
his exceeding the Code Section 402(g) limit, the Administrator may adjust the reduction authorization of such Eligible Employee by reducing the percentage of his Tax-Deferred Contributions to such smaller percentage that will result in the Code
Section 402(g) limit not being exceeded. If the Administrator determines that the Tax-Deferred Contributions made on behalf of an Eligible Employee would exceed the Code Section 402(g) limit for his taxable year, the Tax-Deferred Contributions for
such Participant shall be automatically suspended for the remainder, if any, of such taxable year. 
  
 If an Employer notifies the Administrator that the Code Section 402(g) limit has nevertheless been exceeded by an Eligible Employee for his taxable year, the Tax-Deferred Contributions that, when aggregated with
“elective contributions” made on behalf of the Eligible Employee under any other plan of an Employer or a Related Company, would exceed the Code Section 402(g) limit, plus any income and minus any losses attributable thereto, shall be
distributed to the Eligible Employee no later than the April 15 immediately following such taxable year. Any Tax-Deferred Contributions that are distributed to an Eligible Employee in accordance with this 
  

 25 








 Section shall not be taken into account in determining the Eligible Employee’s “deferral
percentage” for the “testing year” in which the Tax-Deferred Contributions were made, unless the Eligible Employee is a Highly Compensated Employee. 
  
 If an amount of Tax-Deferred Contributions is distributed to a Participant in accordance with this Section, Matching Contributions that are
attributable solely to the distributed Tax-Deferred Contributions, plus any income and minus any losses attributable thereto, shall be forfeited by the Participant no earlier than the date on which distribution of Tax-Deferred Contributions pursuant
to this Section occurs and no later than the last day of the Plan Year following the Plan Year for which the Matching Contributions were made. 
  
 7.3 Distribution of Excess Deferrals 
  
 Notwithstanding any other provision of the Plan to the contrary, if a Participant notifies the Administrator in writing no later than the March 1 following the close of
the Participant’s taxable year that “excess deferrals” have been made on his behalf under the Plan for such taxable year, the “excess deferrals”, plus any income and minus any losses attributable thereto, shall be
distributed to the Participant no later than the April 15 immediately following such taxable year. Any Tax-Deferred Contributions that are distributed to a Participant in accordance with this Section shall nevertheless be taken into account in
determining the Participant’s “deferral percentage” for the “testing year” in which the Tax-Deferred Contributions were made. If an amount of Tax-Deferred Contributions is distributed to a Participant in accordance with this
Section, Matching Contributions that are attributable solely to the distributed Tax-Deferred Contributions, plus any income and minus any losses attributable thereto, shall be forfeited by the Participant no earlier than the date on which
distribution of Tax-Deferred Contributions pursuant to this Section occurs and no later than the last day of the Plan Year following the Plan Year for which the Matching Contributions were made. 
  
 7.4 Limitation on Tax-Deferred Contributions of Highly Compensated Employees

  
 Notwithstanding any other provision of the Plan to the contrary, the
Tax-Deferred Contributions made with respect to a Plan Year on behalf of Eligible Employees who are Highly Compensated Employees may not result in an average “deferral percentage” for such Eligible Employees that exceeds the greater of:

  

	(a)	a percentage that is equal to 125 percent of the average “deferral percentage” for all other Eligible Employees for the “testing year”; or


  

	(b)	a percentage that is not more than 200 percent of the average “deferral percentage” for all other Eligible Employees for the “testing year” and that is not more
than two percentage points higher than the average “deferral percentage” for all other Eligible Employees for the “testing year”, unless the “excess contributions”, determined as provided in Section 7.5, are distributed
as provided in Section 7.6. 

  

 26 








 In order to assure that the limitation contained herein is not exceeded with respect to a Plan Year, the Administrator is
authorized to suspend completely further Tax-Deferred Contributions on behalf of Highly Compensated Employees for any remaining portion of a Plan Year or to adjust the projected “deferral percentages” of Highly Compensated Employees by
reducing the percentage of their deferral elections for any remaining portion of a Plan Year to such smaller percentage that will result in the limitation set forth above not being exceeded. In the event of any such suspension or reduction, Highly
Compensated Employees affected thereby shall be notified of the reduction or suspension as soon as possible and shall be given an opportunity to make a new deferral election to be effective the first day of the next following Plan Year. In the
absence of such an election, the election in effect immediately prior to the suspension or adjustment described above shall be reinstated as of the first day of the next following Plan Year. 
  
 In determining the “deferral percentage” for any Eligible Employee who is a Highly
Compensated Employee for the Plan Year, “elective contributions”, “qualified nonelective contributions”, and “qualified matching contributions” (to the extent that “qualified nonelective contributions” and
“qualified matching contributions” are taken into account in determining “deferral percentages”) made to his accounts under any plan of an Employer or a Related Company that is not mandatorily disaggregated pursuant to IRS
regulations Section 1.410(b)-7(c), as modified by Section 1.401(k)-1(g)(11), shall be treated as if all such contributions were made to the Plan; provided, however, that if such a plan has a plan year different from the Plan Year, any such
contributions made to the Highly Compensated Employee’s accounts under the plan for the plan year ending with or within the same calendar year as the Plan Year shall be treated as if such contributions were made to the Plan. Notwithstanding the
foregoing, such contributions shall not be treated as if they were made to the Plan if regulations issued under Code Section 401(k) do not permit such plan to be aggregated with the Plan. 
  
 If one or more plans of an Employer or Related Company are aggregated with the Plan for purposes of satisfying the requirements of Code
Section 401(a)(4) or 410(b), then “deferral percentages” under the Plan shall be calculated as if the Plan and such one or more other plans were a single plan. Plans may be aggregated to satisfy Code Section 401(k) only if they have the
same plan year. 
  
 The Administrator shall maintain records sufficient to show
that the limitation contained in this Section was not exceeded with respect to any Plan Year and the amount of the “qualified nonelective contributions” and/or “qualified matching contributions” taken into account in determining
“deferral percentages” for any Plan Year. 
  

 27 









	7.5	Determination and Allocation of Excess Tax-Deferred Contributions Among Highly Compensated Employees 

  
 Notwithstanding any other provision of the Plan to the contrary, in the event that the
limitation on Tax-Deferred Contributions described in Section 7.4 is exceeded in any Plan Year, the Administrator shall determine the dollar amount of the excess by reducing the dollar amount of the contributions included in determining the
“deferral percentage” of Highly Compensated Employees in order of their “deferral percentages” as follows: 
  

	(a)	The highest “deferral percentage(s)” shall be reduced to the greater of (1) the maximum “deferral percentage” that satisfies the limitation on Tax-Deferred
Contributions described in Section 7.4 or (2) the next highest “deferral percentage”. 

  

	(b)	If the limitation on Tax-Deferred Contributions described in Section 7.4 would still be exceeded after application of the provisions of paragraph (a), the Administrator shall
continue reducing “deferral percentages” of Highly Compensated Employees, continuing with the next highest “deferral percentage”, in the manner provided in paragraph (a) until the limitation on Tax-Deferred Contributions
described in Section 7.4 is satisfied. 

  
 The determination of the
amount of “excess contributions” hereunder shall be made after Tax-Deferred Contributions and “excess deferrals” have been distributed pursuant to Sections 7.2 and 7.3, if applicable. 
  
 After determining the dollar amount of the “excess contributions” that have been
made to the Plan, the Administrator shall allocate such excess among Highly Compensated Employees in order of the dollar amount of the Tax-Deferred and Qualified Matching Contributions (to the extent such contributions are included in determining
“deferral percentages”) allocated to their Accounts as follows: 
  

	(c)	The contributions made on behalf of the Highly Compensated Employee(s) with the largest dollar amount of Tax-Deferred and Qualified Matching Contributions allocated to his Account
for the Plan Year shall be reduced by the dollar amount of the excess (with such dollar amount being allocated equally among all such Highly Compensated Employees), but not below the dollar amount of such contributions made on behalf of the Highly
Compensated Employee(s) with the next highest dollar amount of such contributions allocated to his Account for the Plan Year. 

  

	(d)	If the excess has not been fully allocated after application of the provisions of paragraph (c), the Administrator shall continue reducing the contributions made on behalf of Highly
Compensated Employees, continuing with the Highly Compensated Employees with the largest remaining dollar amount of such contributions allocated to their Accounts for the Plan Year, in the manner provided in paragraph (c) until the entire excess
determined above has been allocated. 

  

 28 








 7.6 Distribution of Excess Tax-Deferred Contributions 
  
 “Excess contributions” allocated to a Highly Compensated Employee pursuant to the
preceding Section, plus any income and minus any losses attributable thereto, shall be distributed to the Highly Compensated Employee prior to the end of the next succeeding Plan Year. If such excess amounts are distributed more than 2 1/2 months after the last day of the Plan Year for which the excess occurred, an excise tax may be imposed under Code
Section 4979 on the Employer maintaining the Plan with respect to such amounts. 
  
 Excess amounts shall be distributed from the Highly Compensated Employee’s Tax-Deferred Contributions and Qualified Matching Contributions Sub-Accounts in proportion to the Tax-Deferred Contributions and Qualified Matching
Contributions included in determining the Highly Compensated Employee’s “deferral percentage” for the Plan Year. 
  
 If an amount of Tax-Deferred Contributions is distributed to a Participant in accordance with this Section, Matching Contributions that are attributable solely to the
distributed Tax-Deferred Contributions, plus any income and minus any losses attributable thereto, shall be forfeited by the Participant no earlier than the date on which distribution of Tax-Deferred Contributions pursuant to this Section occurs and
no later than the last day of the Plan Year following the Plan Year for which the Matching Contributions were made. 
  

	7.7	Limitation on Matching Contributions and After-Tax Contributions of Highly Compensated Employees 

  
 Notwithstanding any other provision of the Plan to the contrary, the Matching Contributions and After-Tax Contributions made with respect to
a Plan Year by or on behalf of “eligible participants” who are Highly Compensated Employees may not result in an average “contribution percentage” for such “eligible participants” that exceeds the greater of:

  

	(a)	a percentage that is equal to 125 percent of the average “contribution percentage” for all other “eligible participants” for the “testing year”; or


  

	(b)	a percentage that is not more than 200 percent of the average “contribution percentage” for all other “eligible participants” for the “testing year”
and that is not more than two percentage points higher than the average “contribution percentage” for all other “eligible participants” for the “testing year”, 

  
 unless the “excess contributions”, determined as provided in Section 7.8, are
forfeited or distributed as provided in Section 7.9. 
  
 In determining the
“contribution percentage” for any “eligible participant” who is a Highly Compensated Employee for the Plan Year, “matching contributions”, “employee contributions”, 
  

 29 








 “qualified nonelective contributions”, and “elective contributions” (to the extent that
“qualified nonelective contributions” and “elective contributions” are taken into account in determining “contribution percentages”) made to his accounts under any plan of an Employer or a Related Company that is not
mandatorily disaggregated pursuant to IRS regulations Section 1.410(b)-7(c), as modified by IRS regulations Section 1.401(k)-1(g)(11), shall be treated as if all such contributions were made to the Plan; provided, however, that if such a plan has a
plan year different from the Plan Year, any such contributions made to the Highly Compensated Employee’s accounts under the plan for the plan year ending with or within the same calendar year as the Plan Year shall be treated as if such
contributions were made to the Plan. Notwithstanding the foregoing, such contributions shall not be treated as if they were made to the Plan if regulations issued under Code Section 401(m) do not permit such plan to be aggregated with the Plan.

  
 If one or more plans of an Employer or a Related Company are aggregated with
the Plan for purposes of satisfying the requirements of Code Section 401(a)(4) or 410(b), the “contribution percentages” under the Plan shall be calculated as if the Plan and such one or more other plans were a single plan. Plans may be
aggregated to satisfy Code Section 401(m) only if they have the same plan year. 
  
 The Administrator shall maintain records sufficient to show that the limitation contained in this Section was not exceeded with respect to any Plan Year and the amount of the “elective contributions”, “qualified nonelective
contributions”, and/or “qualified matching contributions” taken into account in determining “contribution percentages” for any Plan Year. 
  

	7.8	Determination and Allocation of Excess After-Tax and Matching Contributions Among Highly Compensated Employees 

  
 Notwithstanding any other provision of the Plan to the contrary, in the event that the
limitation on After-Tax and Matching Contributions described in Section 7.7 is exceeded in any Plan Year, the Administrator shall determine the dollar amount of the excess by reducing the dollar amount of the contributions included in determining
the “contribution percentage” of Highly Compensated Employees in order of their “contribution percentages” as follows: 
  

	(a)	The highest “contribution percentage(s)” shall be reduced to the greater of (1) the maximum “contribution percentage” that satisfies the limitation on After-Tax
and Matching Contributions described in Section 7.7 or (2) the next highest “contribution percentage”. 

  

	(b)	If the limitation on After-Tax and Matching Contributions described in Section 7.7 would still be exceeded after application of the provisions of paragraph (a), the Administrator
shall continue reducing “contribution percentages” of Highly Compensated Employees, continuing with the next highest “contribution percentage”, in the manner provided in paragraph (a) until the limitation on After-Tax and
Matching Contributions described in Section 7.7 is satisfied. 

  

 30 








 The determination of the amount of excess After-Tax and Matching Contributions shall be made after application of
Sections 7.2, 7.3, and 7.6, if applicable. 
  
 After determining the dollar amount
of the “excess contributions” that have been made to the Plan, the Administrator shall allocate such excess among Highly Compensated Employees in order of the dollar amount of the After-Tax, Matching, and Tax-Deferred Contributions (to the
extent such contributions are included in determining “contribution percentages”) allocated to their Accounts as follows: 
  

	(c)	The contributions made on behalf of the Highly Compensated Employee(s) with the largest dollar amount of After-Tax, Matching, and Tax-Deferred Contributions allocated to his Account
for the Plan Year shall be reduced by the dollar amount of the excess (with such dollar amount being allocated equally among all such Highly Compensated Employees), but not below the dollar amount of such contributions made on behalf of the Highly
Compensated Employee(s) with the next highest dollar amount of such contributions allocated to his Account for the Plan Year. 

  

	(d)	If the excess has not been fully allocated after application of the provisions of paragraph (c), the Administrator shall continue reducing the contributions made on behalf of Highly
Compensated Employees, continuing with the Highly Compensated Employees with the largest remaining dollar amount of such contributions allocated to their Accounts for the Plan Year, in the manner provided in paragraph (c) until the entire excess
determined above has been allocated. 

  
 7.9 Forfeiture or
Distribution of Excess Contributions 
  
 “Excess contributions”
allocated to a Highly Compensated Employee pursuant to the preceding Section, plus any income and minus any losses attributable thereto, shall be forfeited, to the extent forfeitable, or distributed to the Participant prior to the end of the next
succeeding Plan Year as hereinafter provided. If such excess amounts are distributed more than 2 1/2 months after
the last day of the Plan Year for which the excess occurred, an excise tax may be imposed under Code Section 4979 on the Employer maintaining the Plan with respect to such amounts. 
  
 The distribution or forfeiture requirement of this Section shall be satisfied by reducing contributions made by or on behalf of the Highly
Compensated Employee to the extent necessary in the following order: 
  

	(a)	After-Tax Contributions made by the Highly Compensated Employee, if any, shall be distributed. 

  

 31 









	(b)	Matching Contributions included in determining the Highly Compensated Employee’s “contribution percentage” shall be distributed or forfeited, as appropriate.


  

	(c)	Tax-Deferred Contributions included in determining the Highly Compensated Employee’s “contribution percentage” shall be distributed. 

  
 Excess After-Tax Contributions of a Participant shall in all cases be distributed. Excess
Matching Contributions shall be distributed only to the extent a Participant has a vested interest in his Matching Contributions Sub-Account and shall otherwise be forfeited. Any amounts forfeited with respect to a Participant pursuant to this
Section shall be treated as a forfeiture under the Plan no later than the last day of the Plan Year following the Plan Year for which the Matching Contributions were made. 
  
 7.10 Multiple Use Limitation 
  
 With respect to Plan Years beginning before January 1, 2002, notwithstanding any other provision of the Plan to the contrary, the following multiple use limitation as
required under Code Section 401(m) shall apply: the sum of the average “deferral percentage” for Eligible Employees who are Highly Compensated Employees and the average “contribution percentage” for “eligible
participants” who are Highly Compensated Employees may not exceed the “aggregate limit”. In the event that, after satisfaction of the limitations provided under this Article, it is determined that contributions under the Plan fail to
satisfy the multiple use limitation contained herein, the multiple use limitation shall be satisfied by further reducing the “deferral percentages” of Eligible Employees who are Highly Compensated Employees to the extent necessary to
eliminate the excess, as provided in the preceding Sections. Instead of reducing “deferral percentages”, the Administrator may determine to satisfy the multiple use limitation in an alternative manner, consistently applied, that may be
permitted by regulations issued under Code Section 401(m). 
  
 If an amount of
Tax-Deferred Contributions is distributed to a Participant in accordance with this Section, Matching Contributions that are attributable solely to the distributed Tax-Deferred Contributions, plus any income and minus any losses attributable thereto,
shall be forfeited by the Participant no later than the last day of the Plan Year following the Plan Year for which the Matching Contributions were made. 
  
 7.11 Treatment of Forfeited Matching Contributions 
  
 Any Matching Contributions that are forfeited pursuant to the provisions of the preceding Sections of this Article shall be treated as a forfeiture under the Plan and
applied in accordance with the provisions of Article XIV. 
  

 32 








 7.12 Determination of Income or Loss 
  
 The income or loss attributable to “excess contributions” that are distributed pursuant to this Article shall be determined for
the preceding Plan Year under the method otherwise used for allocating income or loss to Participants’ Accounts. 
  
 7.13 Code Section 415 Limitations on Crediting of Contributions and Forfeitures 
  
 With respect to Plan Years beginning on and after January 1, 2002, except to the extent permitted under Code Section 414(v), if applicable,
the “annual addition” that may be contributed or allocated to a Participant’s Account under the Plan for any “limitation year” shall not exceed the lesser of: 
  

	(a)	$40,000, as adjusted for increases in the cost-of-living under Code Section 415(d), or 

  

	(b)	100 percent of the Participant’s compensation, within the meaning of Code Section 415(c)(3), for the “limitation year”. The compensation limit referred to in this
paragraph (b) shall not apply to any contribution for medical benefits after separation from service (within the meaning of Code Section 401(h) or 419A(f)(2)) which is otherwise treated as an “annual addition”. 

  
 If the “annual addition” to the Account of a Participant in any “limitation
year” would otherwise exceed the amount that may be applied for his benefit under the limitation contained in this Section, the limitation shall be satisfied by reducing contributions made to the Participant’s Account to the extent
necessary in the following order: 
  
 After-Tax Contributions
made by the Participant for the “limitation year”, if any, shall be reduced. 
  
 Tax-Deferred Contributions made on behalf of the Participant for the “limitation year” that have not been matched, if any, shall be reduced. 
  
 Tax-Deferred Contributions made on behalf of the Participant for the “limitation year” that have been matched, if
any, and the Matching Contributions attributable thereto shall be reduced pro rata. 
  
 Qualified Nonelective Contributions otherwise allocable to the Participant’s Account for the “limitation year”, if any, shall be reduced. 
  
 The amount of any reduction of Tax-Deferred or After-Tax Contributions (plus any income attributable thereto) shall be returned to the
Participant. The amount of any reduction of Employer Contributions shall be deemed a forfeiture for the “limitation year”. 
  

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 Amounts deemed to be forfeitures under this Section shall be held unallocated in a suspense account established for the
“limitation year” and shall be applied against the Employer’s contribution obligation for the next following “limitation year” (and succeeding “limitation years”, as necessary). If a suspense account is in
existence at any time during a “limitation year”, all amounts in the suspense account must be applied against the Employer’s contribution obligation before any further contributions that would constitute “annual additions”
may be made to the Plan. No suspense account established hereunder shall share in any increase or decrease in the net worth of the Trust. 
  
 For purposes of this Article, excesses shall result only from the allocation of forfeitures, a reasonable error in estimating a Participant’s annual compensation (as
defined in Code Section 415(c)(3) and regulations issued thereunder), a reasonable error in determining the amount of “elective contributions” that may be made with respect to any Participant under the limits of Code Section 415, or other
limited facts and circumstances that justify the availability of the provisions set forth above. 
  

	7.14	Application of Code Section 415 Limitations Where Participant is Covered Under Other Qualified Defined Contribution Plan 

  
 If a Participant is covered by any other qualified defined contribution plan (whether or not
terminated) maintained by an Employer or a Related Company concurrently with the Plan, and if the “annual addition” for the “limitation year” would otherwise exceed the amount that may be applied for the Participant’s
benefit under the limitation contained in the preceding Section, such excess shall be reduced first by reducing “annual additions” under the Plan as provided in the preceding Section. If the limitation contained in the preceding Section
still is not satisfied, such excess shall be reduced as provided in the defined contribution plans other than the Plan. 
  
 7.15 Scope of Limitations 
  
 The Code Section 415 limitations contained in the preceding Sections shall be applicable only with respect to benefits provided pursuant to defined contribution plans and
defined benefit plans described in Code Section 415(k). For purposes of applying the Code Section 415 limitations contained in the preceding Sections, the term “Related Company” shall be adjusted as provided in Code Section 415(h).

  

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 ARTICLE VIII 
  
 TRUST FUNDS AND ACCOUNTS 
  
 8.1 General Fund 
  
 The Trustee shall maintain a General Fund as required to hold and administer any assets of the Trust that are not allocated among the Investment Funds as provided in the Plan or the Trust Agreement. The General Fund
shall be held and administered as a separate common trust fund. The interest of each Participant or Beneficiary under the Plan in the General Fund shall be an undivided interest. 
  
 8.2 Investment Funds 
  
 The Sponsor shall determine the number and type of Investment Funds and shall communicate the same and any changes therein in writing to the Administrator and the
Trustee. Each Investment Fund shall be held and administered as a separate common trust fund. The interest of each Participant or Beneficiary under the Plan in any Investment Fund shall be an undivided interest. 
  
 The Sponsor may determine to offer one or more Investment Funds that are invested primarily
in equity securities issued by an Employer or a Related Company that are publicly traded and are “qualifying employer securities” as defined in ERISA Section 407(d)(5). In no event may a Participant’s Tax-Deferred Contributions made
for any Plan Year beginning on or after January 1, 1999 in excess of one percent of the Participant’s Compensation for such Plan Year be required to be invested in such equity securities. 
  
 8.3 Loan Investment Fund 
  
 If a loan from the Plan to a Participant is approved in accordance with the provisions of
Article XII, the Sponsor shall direct the establishment and maintenance of a loan Investment Fund in the Participant’s name. The assets of the loan Investment Fund shall be held as a separate trust fund. A Participant’s loan Investment
Fund shall be invested in the note(s) reflecting the loan(s) made to the Participant in accordance with the provisions of Article XII. Notwithstanding any other provision of the Plan to the contrary, income received with respect to a
Participant’s loan Investment Fund shall be allocated and the loan Investment Fund shall be administered as provided in Article XII. 
  
 8.4 Income on Trust 
  
 Any dividends, interest, distributions, or other income received by the Trustee with respect to any Trust Fund maintained hereunder shall be allocated by the Trustee to the Trust Fund for which the income was
received. 
  

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 8.5 Accounts 
  
 As of the first date a contribution is made by or on behalf of an Employee there shall be established an Account in his name reflecting his interest in the Trust. Each
Account shall be maintained and administered for each Participant and Beneficiary in accordance with the provisions of the Plan. The balance of each Account shall be the balance of the account after all credits and charges thereto, for and as of
such date, have been made as provided herein. 
  
 8.6 Sub-Accounts

  
 A Participant’s Account shall be divided into such separate,
individual Sub-Accounts as are necessary or appropriate to reflect the Participant’s interest in the Trust. 
  

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 ARTICLE IX 
  
 LIFE INSURANCE CONTRACTS 
  
 9.1 No Life Insurance Contracts 
  
 A Participant’s Account may not be invested in life insurance contracts on the life of the Participant. 
  

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 ARTICLE X 
  

DEPOSIT AND INVESTMENT OF CONTRIBUTIONS 
  
 10.1 Future Contribution Investment Elections 
  
 Each Eligible Employee shall make an investment election in the manner and form prescribed by the Administrator directing the manner in which the contributions made on
his behalf shall be invested. An Eligible Employee’s investment election shall specify the percentage, in the percentage increments prescribed by the Administrator, of such contributions that shall be allocated to one or more of the Investment
Funds with the sum of such percentages equaling 100 percent. The investment election by a Participant shall remain in effect until his entire interest under the Plan is distributed or forfeited in accordance with the provisions of the Plan or until
he records a change of investment election with the Administrator, in such form as the Administrator shall prescribe. If recorded in accordance with any rules prescribed by the Administrator, a Participant’s change of investment election may be
implemented effective as of the date or dates prescribed by the Administrator. 
  
 10.2 Deposit of Contributions 
  
 All contributions made on a
Participant’s behalf shall be deposited in the Trust and allocated among the Investment Funds in accordance with the Participant’s currently effective investment election. If no investment election is recorded with the Administrator at the
time contributions are to be deposited to a Participant’s Account, his contributions shall be allocated among the Investment Funds as directed by the Administrator. 
  
 10.3 Election to Transfer Between Funds 
  
 A Participant may elect to transfer investments from any Investment Fund to any other Investment Fund except that no transfers shall be allowed into the Employer stock
Investment Fund that consists of Conoco stock. The Participant’s transfer election shall specify either (i) a percentage, in the percentage increments prescribed by the Administrator, of the amount eligible for transfer, which percentage may
not exceed 100 percent, or (ii) a dollar amount that is to be transferred. Any transfer election must be recorded with the Administrator, in such form as the Administrator shall prescribe. Subject to any restrictions pertaining to a particular
Investment Fund, if recorded in accordance with any rules prescribed by the Administrator, a Participant’s transfer election may be implemented effective as of the date or dates prescribed by the Plan. 
  
 10.4 404(c) Protection 
  
 The Plan is intended to constitute a plan described in ERISA Section 404(c) and regulations issued thereunder. The fiduciaries of the Plan
may be relieved of liability for any losses that are the direct and necessary result of investment instructions given by a Participant, his Beneficiary, or an alternate payee under a qualified domestic relations order. 
  

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 ARTICLE XI 
  
 CREDITING AND VALUING ACCOUNTS 
  
 11.1 Crediting Accounts 
  
 All contributions made under the provisions of the Plan shall be credited to Accounts in the Trust Funds by the Trustee, in accordance with procedures established in
writing by the Administrator, either when received or on the succeeding Valuation Date after valuation of the Trust Fund has been completed for such Valuation Date as provided in Section 11.2, as shall be determined by the Administrator. 

 
 11.2 Valuing Accounts 
  
 Accounts in the Trust Funds shall be valued by the Trustee on the Valuation Date, in
accordance with procedures established in writing by the Administrator, either in the manner adopted by the Trustee and approved by the Administrator or in the manner set forth in Section 11.3 as Plan valuation procedures, as determined by the
Administrator. 
  
 11.3 Plan Valuation Procedures 
  
 With respect to the Trust Funds, the Administrator may determine that the following
valuation procedures shall be applied. As of each Valuation Date hereunder, the portion of any Accounts in a Trust Fund shall be adjusted to reflect any increase or decrease in the value of the Trust Fund for the period of time occurring since the
immediately preceding Valuation Date for the Trust Fund (the “valuation period”) in the following manner: 
  

	(a)	First, the value of the Trust Fund shall be determined by valuing all of the assets of the Trust Fund at fair market value. 

  

	(b)	Next, the net increase or decrease in the value of the Trust Fund attributable to net income and all profits and losses, realized and unrealized, during the valuation period shall
be determined on the basis of the valuation under paragraph (a) taking into account appropriate adjustments for contributions, loan payments, and transfers to and distributions, withdrawals, loans, and transfers from such Trust Fund during the
valuation period. 

  

	(c)	Finally, the net increase or decrease in the value of the Trust Fund shall be allocated among Accounts in the Trust Fund in the ratio of the balance of the portion of such Account
in the Trust Fund as of the preceding Valuation Date less any distributions, withdrawals, loans, and transfers from such Account balance in the Trust Fund since the Valuation Date to the aggregate balances of the portions of all Accounts in the
Trust Fund similarly adjusted, and each Account in the Trust Fund shall be credited or charged with 

  

 39 








 the amount of its allocated share. Notwithstanding the foregoing, the Administrator may adopt such
accounting procedures as it considers appropriate and equitable to establish a proportionate crediting of net increase or decrease in the value of the Trust Fund for contributions, loan payments, and transfers to and distributions, withdrawals,
loans, and transfers from such Trust Fund made by or on behalf of a Participant during the valuation period. 
  
 11.4 Finality of Determinations 
  
 The
Trustee shall have exclusive responsibility for determining the value of each Account maintained hereunder. The Trustee’s determinations thereof shall be conclusive upon all interested parties. 
  
 11.5 Notification 
  
 Within a reasonable period of time after the end of each Plan Year, the Administrator shall notify each Participant and Beneficiary of the
value of his Account and Sub-Accounts as of a Valuation Date during the Plan Year. 
  

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 ARTICLE XII 
  
 LOANS 
  
 12.1 Application for Loan 
  
 A Participant who is a party in interest as defined in ERISA Section 3(14) may make application to the Administrator for a loan from his Account. Loans shall be made to
Participants in accordance with written guidelines which are hereby incorporated into and made a part of the Plan. To the extent that such written guidelines comply with the requirements of Code Section 72(p), but are inconsistent with the
provisions of this Article, such written guidelines shall be given effect. 
  
 As
collateral for any loan granted hereunder, the Participant shall grant to the Plan a security interest in his vested interest under the Plan equal to the amount of the loan; provided, however, that in no event may the security interest exceed 50
percent of the Participant’s vested interest under the Plan determined as of the date as of which the loan is originated in accordance with Plan provisions. In the case of a Participant who is an active employee, the Participant also shall
enter into an agreement to repay the loan by payroll withholding or by personal check. No loan in excess of 50 percent of the Participant’s vested interest under the Plan shall be made from the Plan. Loans shall not be made available to Highly
Compensated Employees in an amount greater than the amount made available to other employees. 
  
 A loan shall not be granted unless the Participant consents to the charging of his Account for unpaid principal and interest amounts in the event the loan is declared to be in default. If a Participant’s Account
is subject to the “automatic annuity” provisions under Article XVI, the Participant’s spouse must consent in writing to any loan hereunder. Any spousal consent given pursuant to this Section must be made within the 90-day period
ending on the date the Plan acquires a security interest in the Participant’s Account, must acknowledge the effect of the loan, and must be witnessed by a Plan representative or a notary public. Such spousal consent shall be binding with
respect to the consenting spouse and any subsequent spouse with respect to the loan. A new spousal consent shall be required if the Participant’s Account is used for security in any renegotiation, extension, renewal, or other revision of the
loan. 
  
 12.2 Reduction of Account Upon Distribution 
  
 Notwithstanding any other provision of the Plan, the amount of a Participant’s Account
that is distributable to the Participant or his Beneficiary under Article XIII or XV shall be reduced by the portion of his vested interest that is held by the Plan as security for any loan outstanding to the Participant, provided that the reduction
is used to repay the loan. If distribution is made because of the Participant’s death prior to the commencement of distribution of his Account and the Participant’s vested interest in his Account is payable to more than one individual as
Beneficiary, then the balance of the Participant’s vested interest in his Account shall be adjusted 
  

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 by reducing the vested account balance by the amount of the security used to repay the loan, as provided in the preceding
sentence, prior to determining the amount of the benefit payable to each such individual. 
  
 12.3 Requirements to Prevent a Taxable Distribution 
  
 Notwithstanding any other provision of the Plan to the contrary, the following terms and conditions shall apply to any loan made to a Participant under this Article: 
  

	(a)	The interest rate on any loan to a Participant shall be a reasonable interest rate commensurate with current interest rates charged for loans made under similar circumstances by
persons in the business of lending money. 

  

	(b)	The amount of any loan to a Participant (when added to the outstanding balance of all other loans to the Participant from the Plan or any other plan maintained by an Employer or a
Related Company) shall not exceed the lesser of: 

  

	 	(i)	$50,000, reduced by the excess, if any, of the highest outstanding balance of any other loan to the Participant from the Plan or any other plan maintained by an Employer or a
Related Company during the preceding 12-month period over the outstanding balance of such loans on the date a loan is made hereunder; or 

  

	 	(ii)	50 percent of the vested portions of the Participant’s Account and his vested interest under all other plans maintained by an Employer or a Related Company.


  

	(c)	The term of any loan to a Participant shall be no greater than five years, except in the case of a loan used to acquire any dwelling unit which within a reasonable period of time is
to be used (determined at the time the loan is made) as a principal residence (as defined in Code Section 121) of the Participant. 

  

	(d)	Substantially level amortization shall be required over the term of the loan with payments made not less frequently than quarterly, except that if so provided in the written
guidelines applicable to Plan loans, the amortization schedule may be waived and payments suspended while a Participant is on a leave of absence from employment with an Employer or any Related Company (for periods in which the Participant does not
perform military service as described in paragraph (e)), provided that all of the following requirements are met: 

  

	 	(i)	Such leave is either without pay or at a reduced rate of pay that, after withholding for employment and income taxes, is less than the amount required to be paid under the
amortization schedule; 

  

 42 









	 	(ii)	Payments resume after the earlier of (a) the date such leave of absence ends or (b) the one-year anniversary of the date such leave began; 

  

	 	(iii)	The period during which payments are suspended does not exceed one year; 

  

	 	(iv)	Payments resume in an amount not less than the amount required under the original amortization schedule; and 

  

	 	(v)	The waiver of the amortization schedule does not extend the period of the loan beyond the maximum period permitted under this Article. 

  

	(e)	If a Participant is absent from employment with any Employer or any Related Company for a period during which he performs services in the uniformed services (as defined in chapter
45 of title 38 of the United States Code), whether or not such services constitute qualified military service, the suspension of payments shall not be taken into account for purposes of applying either paragraph (c) or paragraph (d) of this Section
provided that all of the following requirements are met: 

  

	 	(i)	Payments resume upon completion of such military service; 

  

	 	(ii)	Payments resume in an amount not less than the amount required under the original amortization schedule and continue in such amount until the loan is repaid in full;


  

	 	(iii)	Upon resumption, payments are made no less frequently than required under the original amortization schedule and continue under such schedule until the loan is repaid in full; and


  

	 	(iv)	The loan is repaid in full, including interest accrued during the period of such military service, no later than the last scheduled repayment date under the original amortization
schedule extended by the period of such military service. 

  

	(f)	The loan shall be evidenced by a legally enforceable agreement that demonstrates compliance with the provisions of this section. 

  
 12.4 Administration of Loan Investment Fund 
  
 Upon approval of a loan to a Participant, the Administrator shall direct the Trustee to
transfer an amount equal to the loan amount from the Investment Funds in which it is invested, as directed by the Administrator, to the loan Investment Fund established in the Participant’s name. Any loan approved by the Administrator shall be
made to the Participant out of the Participant’s loan Investment Fund. All principal and interest paid by the Participant on a loan made under this Article shall be deposited to his Account and shall be allocated upon receipt among the

  

 43 








 Investment Funds in accordance with the Participant’s currently effective investment election. The balance of the
Participant’s loan Investment Fund shall be decreased by the amount of principal payments and the loan Investment Fund shall be terminated when the loan has been repaid in full. 
  
 12.5 Default 
  
 If either (1) a Participant fails to make or cause to be made, any payment required under the terms of the loan within 90 days following the date on which such payment
shall become due, unless payment is not made because the Participant is on a leave of absence and the amortization schedule is waived as provided in Section 12.3(d) or (e), or (2) there is an outstanding principal balance existing on a loan after
the last scheduled repayment date (extended as provided in Section 12.3(e), if applicable), the Administrator shall direct the Trustee to declare the loan to be in default, and the entire unpaid balance of such loan, together with accrued interest,
shall be immediately due and payable. In any such event, if such balance and interest thereon is not then paid, the Trustee shall charge the Account of the borrower with the amount of such balance and interest as of the earliest date a distribution
may be made from the Plan to the borrower without adversely affecting the tax qualification of the Plan or of the cash or deferred arrangement. 
  
 12.6 Deemed Distribution Under Code Section 72(p) 
  
 If a Participant’s loan is in default as provided in Section 12.5, the Participant shall be deemed to have received a taxable distribution in the amount of the
outstanding loan balance as required under Code Section 72(p), whether or not distribution may actually be made from the Plan without adversely affecting the tax qualification of the Plan; provided, however, that the taxable portion of such deemed
distribution shall be reduced in accordance with the provisions of Code Section 72(e) to the extent the deemed distribution is attributable to the Participant’s After-Tax Contributions. 
  
 If a Participant is deemed to have received distribution of an outstanding loan balance
hereunder, no further loans may be made to such Participant from his Account unless either (a) there is a legally enforceable arrangement among the Participant, the Plan, and the Participant’s employer that repayment of such loan shall be made
by payroll withholding or (b) the loan is secured by such additional collateral consisting of real, personal, or other property satisfactory to the Administrator to provide adequate security for the loan. 
  
 12.7 Treatment of Outstanding Balance of Loan Deemed Distributed Under Code Section 72(p)

  
 With respect to any loan made on or after January 1, 2002, the balance of
such loan that is deemed to have been distributed to a Participant hereunder shall cease to be an outstanding loan for purposes of Code Section 72(p) and a Participant shall not be treated as having received a taxable distribution when his Account
is offset by such outstanding loan balance as provided in 
  

 44 








 Section 12.5. Any interest that accrues on a loan after it is deemed to have been distributed shall not be treated as an
additional loan to the Participant and shall not be included in the Participant’s taxable income as a deemed distribution. Notwithstanding the foregoing, however, unless a Participant repays such loan, with interest, the amount of such loan,
with interest thereon calculated as provided in the original loan note, shall continue to be considered an outstanding loan for purposes of determining the maximum permissible amount of any subsequent loan under Section 12.3(b). 
  
 If a Participant elects to make payments on a loan after it is deemed to have been
distributed hereunder, such payments shall be treated as After-Tax Contributions to the Plan solely for purposes of determining the taxable portion of the Participant’s Account and shall not be treated as After-Tax Contributions for any other
Plan purpose, including application of the limitations on contributions applicable under Code Sections 401(m) and 415. 
  
 12.8 Special Rules Applicable to Loans 
  
 Any loan made hereunder shall be subject to the following rules: 
  

	(a)	Loans Limited to Eligible Employees: No loans shall be made to an Employee who makes a Rollover Contribution in accordance with Article V, but who is not an Eligible Employee as
provided in Article III. 

  

	(b)	Minimum Loan Amount: A Participant may not request a loan for less than $1,000. 

  

	(c)	Maximum Number of Outstanding Loans: A Participant with an outstanding loan may not apply for another loan until the existing loan is paid in full and may not refinance an existing
loan or obtain a second loan for the purpose of paying off the existing loan. The provisions of this paragraph shall not apply to any loans made prior to the effective date of this amendment and restatement; provided, however, that any such loan
shall be taken into account in determining whether a Participant may apply for a new loan hereunder. 

  

	(d)	Maximum Period for Principal Residence Loan: The term of any loan to a Participant that is used to acquire any dwelling unit which within a reasonable period of time is to be used
(determined at the time the loan is made) as a principal residence (as defined in Code Section 121) of the Participant shall be no greater than ten years. 

  

	(e)	Pre-Payment Without Penalty: A Participant may pre-pay the balance of any loan hereunder prior to the date it is due without penalty. 

  

	(f)	Effect of Termination of Employment: Upon a Participant’s termination of employment, the balance of any outstanding loan hereunder shall immediately become due and owing.


  

 45 








 12.9 Loans Granted Prior to Amendment 
  
 Notwithstanding any other provision of this Article to the contrary, any loan made under the provisions of the Plan as in effect prior to
this amendment and restatement shall remain outstanding until repaid in accordance with its terms or the otherwise applicable Plan provisions. 
  

 46 








 ARTICLE XIII 
  
 WITHDRAWALS WHILE EMPLOYED 
  
 13.1 Non-Hardship Withdrawals of After-Tax Contributions 
  
 A Participant who is employed by an Employer or a Related Company may elect at any time, subject to the limitations and conditions prescribed in this Article, to make a
cash withdrawal or, if the Participant’s Account is subject to the “automatic annuity” provisions of Article XVI, a withdrawal through the purchase of a Qualified Joint and Survivor Annuity or a Single Life Annuity as provided in
Article XVI from his After-Tax Contributions Sub-Account. 
  
 13.2 Non-Hardship
Withdrawals of Rollover Contributions 
  
 A Participant who is employed by an
Employer or a Related Company may elect at any time, subject to the limitations and conditions prescribed in this Article, to make a cash withdrawal or, if the Participant’s Account is subject to the “automatic annuity” provisions of
Article XVI, a withdrawal through the purchase of a Qualified Joint and Survivor Annuity or a Single Life Annuity as provided in Article XVI from his Rollover Contributions Sub-Account. 
  
 13.3 Age 59 1/2 Withdrawals 
  
 A Participant who is employed by an
Employer or a Related Company and who has attained age 59 1/2 may elect, subject to the limitations and
conditions prescribed in this Article, to make a cash withdrawal or, if the Participant’s Account is subject to the “automatic annuity” provisions of Article XVI, a withdrawal through the purchase of a Qualified Joint and Survivor
Annuity or a Single Life Annuity as provided in Article XVI from his vested interest in any of the following Sub-Accounts: 
  

	(a)	his Tax-Deferred Contributions Sub-Account. 

  

	(b)	his Qualified Nonelective Contributions Sub-Account. 

  

	(c)	his Qualified Matching Contributions Sub-Account. 

  

	(d)	his Regular Matching Contributions Sub-Account. 

  
 13.4 Overall Limitations on Non-Hardship Withdrawals 
  
 Non-hardship withdrawals made pursuant to this Article shall be subject to the following conditions and limitations: 
  

	(a)	A Participant must apply for a non-hardship withdrawal such number of days prior to the date as of which it is to be effective as the Administrator may prescribe.


  

 47 









	(b)	Withdrawals may be made effective as soon as administratively practicable after the Administrator’s approval of the Participant’s withdrawal application.


  

	(c)	A Participant may not make more than one withdrawal from his Rollover Contributions Sub-Account in accordance with the provisions of this Article during the Plan Year.


  

	(d)	If a Participant’s Account is subject to the “automatic annuity” provisions of Article XVI, the Participant’s spouse must consent to any withdrawal hereunder,
unless the withdrawal is made in the form of a Qualified Joint and Survivor Annuity. 

  
 13.5 Hardship Withdrawals 
  
 A
Participant who is employed by an Employer or a Related Company and who is determined by the Administrator to have incurred a hardship in accordance with the provisions of this Article may elect, subject to the limitations and conditions prescribed
in this Article, to make a cash withdrawal or, if the Participant’s Account is subject to the “automatic annuity” provisions of Article XVI, a withdrawal through the purchase of a Qualified Joint and Survivor Annuity or a Single Life
Annuity as provided in Article XVI from his vested interest in any of the following Sub-Accounts: 
  

	(a)	his Tax-Deferred Contributions Sub-Account, excluding any income credited to such Sub-Account. 

  

	(b)	his Regular Matching Contributions Sub-Account. 

  
 13.6 Hardship Determination 
  
 The Administrator shall grant a hardship withdrawal only if it determines that the withdrawal is necessary to meet an immediate and heavy financial need of the
Participant. An immediate and heavy financial need of the Participant means a financial need on account of: 
  

	(a)	expenses previously incurred by or necessary to obtain for the Participant, the Participant’s spouse, or any dependent of the Participant (as defined in Section 152 of the
Code) medical care described in Section 213(d) of the Code; 

  

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

  

 48 









	(c)	payment of tuition, related educational fees, and room and board expenses for the next 12 months of post-secondary education for the Participant, the Participant’s spouse, or
any dependent of the Participant; 

  

	(d)	the need to prevent the eviction of the Participant from his principal residence or foreclosure on the mortgage of the Participant’s principal residence; or


  

	(e)	with respect only to hardship withdrawals from a Participant’s Regular Matching Contributions Sub-Account, such other facts and circumstances that the Administrator determines,
based on uniform and non-discriminatory criteria, adversely effect the Participant’s financial security. 

  
 13.7 Satisfaction of Necessity Requirement for Hardship Withdrawals 
  
 A withdrawal from a Participant’s Tax-Deferred Contributions Sub-Account shall be deemed to be necessary to satisfy an immediate and heavy financial need of a
Participant only if the Participant satisfies all of the following requirements: 
  

	(a)	The withdrawal is not in excess of the amount of the immediate and heavy financial need of the Participant. 

  

	(b)	The Participant has obtained all distributions, other than hardship distributions, and all non-taxable loans currently available under all plans maintained by an Employer or any
Related Company. 

  

	(c)	The Participant’s Tax-Deferred Contributions and After-Tax Contributions and the Participant’s “elective contributions” and “employee contributions”,
as defined in Article VII, under all other qualified and non-qualified deferred compensation plans maintained by an Employer or any Related Company shall be suspended for at least 6 months after his receipt of the withdrawal.


  

	(d)	The Participant’s Tax-Deferred Contributions and “elective contributions”, as defined in Article VII, for his taxable year immediately following the taxable year of
the withdrawal shall not exceed the applicable limit under Code Section 402(g) for such next taxable year less the amount of the Participant’s Tax-Deferred Contributions and “elective contributions” for the taxable year of the
withdrawal. 

  
 A Participant shall not fail to be treated as an
Eligible Employee for purposes of applying the limitations contained in Article VII of the Plan merely because his Tax-Deferred Contributions are suspended in accordance with this Section. 
  

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 13.8 Conditions and Limitations on Hardship Withdrawals 
  
 Hardship withdrawals made pursuant to this Article shall be subject to the following
conditions and limitations: 
  

	(a)	A Participant must apply for a hardship withdrawal such number of days prior to the date as of which it is to be effective as the Administrator may prescribe.


  

	(b)	Hardship withdrawals may be made effective as soon as administratively practicable after the Administrator’s approval of the Participant’s withdrawal application.


  

	(c)	The amount of a hardship withdrawal may include any amounts necessary to pay any Federal, state, or local income taxes or penalties reasonably anticipated to result from the
distribution. 

  

	(d)	If a Participant’s Account is subject to the “automatic annuity” provisions of Article XVI, the Participant’s spouse must consent to any withdrawal hereunder,
unless the withdrawal is made in the form of a Qualified Joint and Survivor Annuity. 

  
 13.9 Order of Withdrawal from a Participant’s Sub-Accounts 
  
 Distribution of a withdrawal amount shall be made from a Participant’s Sub-Accounts, to the extent necessary, in the order prescribed by the Administrator, which order shall be uniform with respect to all
Participants and non-discriminatory. If the Sub-Account from which a Participant is receiving a withdrawal is invested in more than one Investment Fund, the withdrawal shall be charged against the Investment Funds as directed by the Administrator.

  

 50 








 ARTICLE XIV 
  
 TERMINATION OF EMPLOYMENT AND SETTLEMENT DATE 
  
 14.1 Termination of Employment and Settlement Date 
  
 A Participant’s Settlement Date shall occur on the date he terminates employment with the Employers and all Related Companies because
of death, disability, retirement, or other termination of employment. Written notice of a Participant’s Settlement Date shall be given by the Administrator to the Trustee. 
  
 14.2 Separate Accounting for Non-Vested Amounts 
  
 If as of a Participant’s Settlement Date the Participant’s vested interest in his Employer Contributions Sub-Account is less than
100 percent, that portion of his Employer Contributions Sub-Account that is not vested shall be accounted for separately from the vested portion and shall be disposed of as provided in the following Section. If prior to such Settlement Date the
Participant received a distribution under the Plan, his vested interest in his Employer Contributions Sub-Account shall be an amount (“X”) determined by the following formula: 
  
 X = P(AB + D) – D 
  
 For purposes of the formula: 
  

	 	P   =	The Participant’s vested interest in his Employer Contributions Sub-Account on the date distribution is to be made. 

  

	 	AB =	The balance of the Participant’s Employer Contributions Sub-Account as of the Valuation Date immediately preceding the date distribution is to be made.


  

	 	D   =	The amount of all prior distributions from the Participant’s Employer Contributions Sub-Account. Amounts deemed to have been distributed to a Participant pursuant to Code
Section 72(p), but which have not actually been offset against the Participant’s Account balance shall not be considered distributions hereunder. 

  
 14.3 Disposition of Non-Vested Amounts 
  
 That portion of a Participant’s Employer Contributions Sub-Account that is not vested upon the occurrence of his Settlement Date shall be disposed of as follows:

  

	(a)	If the Participant has no vested interest in his Account upon the occurrence of his Settlement Date or his vested interest in his Account as of the date of distribution does


  

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 not exceed $5,000 resulting in the distribution or deemed distribution to the Participant of his entire
vested interest in his Account, the non-vested balance remaining in the Participant’s Employer Contributions Sub-Account shall be forfeited and his Account closed as of the date the Participant first incurs a one-year Break in Service following
(i) the Participant’s Settlement Date, if the Participant has no vested interest in his Account and is therefore deemed to have received distribution on that date, or (ii) the date actual distribution is made to the Participant. 
  

	(b)	If the Participant’s vested interest in his Account exceeds $5,000 and the Participant is eligible for and consents in writing to a single sum payment of his vested interest in
his Account, the non-vested balance remaining in the Participant’s Employer Contributions Sub-Account shall be forfeited and his Account closed as of the date the Participant first incurs a one-year Break in Service following his receipt of the
single sum payment, provided that such distribution is made because of the Participant’s Settlement Date. A distribution is deemed to be made because of a Participant’s Settlement Date if it occurs prior to the end of the second Plan Year
beginning on or after the Participant’s Settlement Date. 

  

	(c)	If neither paragraph (a) nor paragraph (b) is applicable, the non-vested balance remaining in the Participant’s Employer Contributions Sub-Account shall continue to be held in
such Sub-Account and shall not be forfeited until the date the Participant incurs five consecutive Breaks in Service. 

  
 14.4 Treatment of Forfeited Amounts 
  
 Whenever the non-vested balance of a Participant’s Employer Contributions Sub-Account is forfeited during a Plan Year in accordance with the provisions of the
preceding Section, the amount of such forfeiture shall be applied against the Employer Contribution obligations for any subsequent Contribution Period of the Employer for which the Participant last performed services as an Employee or against Plan
expenses, as directed by the Administrator. Notwithstanding the foregoing, however, should the amount of all such forfeitures for any Contribution Period with respect to any Employer exceed the amount of such Employer’s Employer Contribution
obligation for the Contribution Period, the excess amount of such forfeitures shall be held unallocated in a suspense account established with respect to the Employer and shall be applied against Plan expenses and the Employer’s Employer
Contribution obligations for the following Contribution Period. 
  
 14.5
Recrediting of Forfeited Amounts 
  
 A former Participant who forfeited the
non-vested portion of his Employer Contributions Sub-Account in accordance with the provisions of paragraph (a) or (b) of Section 14.3 and who is reemployed by an Employer or a Related Company shall have such forfeited amounts recredited to a new
Account in his name, without adjustment for interim gains or losses experienced by the 
  

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 Trust, if he returns to employment with an Employer or a Related Company before he incurs five consecutive Breaks in
Service commencing after the date he received, or is deemed to have received, distribution of his vested interest in his Account. Funds needed in any Plan Year to recredit the Account of a Participant with the amounts of prior forfeitures in
accordance with the preceding sentence shall come first from forfeitures that arise during such Plan Year, and then from Trust income earned in such Plan Year, to the extent that it has not yet been allocated among Participants’ Accounts as
provided in Article XI, with each Trust Fund being charged with the amount of such income proportionately, unless his Employer chooses to make an additional Employer Contribution, and shall finally be provided by his Employer by way of a separate
Employer Contribution. 
  
 A former Participant who received an actual
distribution and who returns to employment within the time period described above may elect to repay to the Plan the full amount of such distribution that is attributable to Employer Contributions before the earlier of (i) the end of the five-year
period beginning on the date he is reemployed or (ii) the date he incurs five consecutive Breaks in Service commencing after the date he received, or is deemed to have received, distribution of his vested interest in his Account. 
  

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 ARTICLE XV 
  
 DISTRIBUTIONS 
  
 15.1 Distributions to Participants 
  
 A Participant whose Settlement Date occurs shall receive distribution of his vested interest in his Account in the form provided under Article XVI beginning as soon as
reasonably practicable following his Settlement Date or the date his application for distribution is filed with the Administrator, if later. 
  
 15.2 Distributions to Beneficiaries 
  
 If a Participant dies prior to his Benefit Payment Date, his Beneficiary shall receive distribution of the Participant’s vested interest in his Account in the form
provided under Article XVI beginning as soon as reasonably practicable following the date the Beneficiary’s application for distribution is filed with the Administrator. Unless distribution is to be made over the life or over a period certain
not greater than the life expectancy of the Beneficiary, distribution of the Participant’s entire vested interest shall be made to the Beneficiary no later than the end of the fifth calendar year beginning after the Participant’s death. If
distribution is to be made over the life or over a period certain no greater than the life expectancy of the Beneficiary, distribution shall commence no later than: 
  

	(a)	If the Beneficiary is not the Participant’s spouse, the end of the first calendar year beginning after the Participant’s death; or 

  

	(b)	If the Beneficiary is the Participant’s spouse, the later of (i) the end of the first calendar year beginning after the Participant’s death or (ii) the end of the calendar
year in which the Participant would have attained age 70 1/2. 

  
 If distribution is to be made to a Participant’s spouse, it shall be made available
within a reasonable period of time after the Participant’s death that is no less favorable than the period of time applicable to other distributions. If a Participant dies after the date distribution of his vested interest in his Account begins
under this Article, but before his entire vested interest in his Account is distributed, his Beneficiary shall receive distribution of the remainder of the Participant’s vested interest in his Account beginning as soon as reasonably practicable
following the Participant’s date of death in a form that provides for distribution at least as rapidly as under the form in which the Participant was receiving distribution. 
  
 15.3 Cash Outs and Participant Consent 
  
 Notwithstanding any other provision of the Plan to the contrary, if a Participant’s vested interest in his Account does not exceed $5,000, distribution of such
vested interest shall be made to the 
  

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 Participant in a single sum payment or through a direct rollover, as described in Article XVI, as soon as reasonably
practicable following his Settlement Date. If a Participant has no vested interest in his Account on his Settlement Date, he shall be deemed to have received distribution of such vested interest on his Settlement Date. 
  
 If a Participant’s vested interest in his Account exceeds $5,000, distribution shall not
commence to such Participant prior to his Normal Retirement Date without the Participant’s written consent and, if the Participant is married and his Account is subject to the “automatic annuity” provisions of Article XVI, the written
consent of his spouse. Notwithstanding the foregoing, spousal consent shall not be required if distribution is made through the purchase of a Qualified Joint and Survivor Annuity or the spouse cannot be located or spousal consent cannot be obtained
for other reasons set forth in Code Section 401(a)(11) and regulations issued thereunder. 
  
 If a Participant’s Account is subject to the “automatic annuity” provisions of Article XVI, the Participant’s vested interest in his Account shall be deemed to exceed $5,000 if the
Participant’s Benefit Payment Date has occurred with respect to amounts currently held in his Account and as of such Benefit Payment Date his vested interest in his Account exceeded $5,000. 
  
 The value of a Participant’s vested interest in his Account shall be determined without
regard to that portion of the account balance 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). If the value of the
Participant’s vested interest in his Account as so determined is $5,000 or less, the Plan shall immediately distribute the Participant’s entire vested interest in his Account. 
  
 15.4 Required Commencement of Distribution 
  

Notwithstanding any other provision of the Plan to the contrary, distribution of a Participant’s vested interest in his Account shall commence to the Participant
no later than the earlier of: 
  

	(a)	unless the Participant elects a later date, 60 days after the close of the Plan Year in which (i) the Participant’s Normal Retirement Date occurs, (ii) the tenth anniversary of
the year in which he commenced participation in the Plan occurs, or (iii) his Settlement Date occurs, whichever is latest; or 

  

	(b)	his Required Beginning Date. 

  
 Distributions required to commence under this Section shall be made in the form provided under Article XVI and in accordance with Code Section 401(a)(9) and regulations issued thereunder, including the minimum
distribution incidental benefit requirements. 
  

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 15.5 Transition Rules for Required Commencement of Distribution 
  
 A Participant who is receiving required distributions under the Plan pursuant to the
provisions of Code Section 401(a)(9) as in effect prior to January 1, 1997, and whose Settlement Date has not occurred shall continue to receive distributions hereunder in accordance with the provisions of the Plan in effect prior to January 1,
1997. 
  
 15.6 Reemployment of a Participant 
  
 If a Participant whose Settlement Date has occurred is reemployed by an Employer or a
Related Company, he shall lose his right to any distribution or further distributions from the Trust arising from his prior Settlement Date and his interest in the Trust shall thereafter be treated in the same manner as that of any other Participant
whose Settlement Date has not occurred. 
  
 15.7 Restrictions on Alienation

  
 Except as provided in Code Section 401(a)(13) (relating to qualified
domestic relations orders) or Section 1.401(a)-13(b)(2) of Treasury regulations (relating to Federal tax levies and judgments), or as otherwise required by law, no benefit under the Plan at any time shall be subject in any manner to anticipation,
alienation, assignment (either at law or in equity), encumbrance, garnishment, levy, execution, or other legal or equitable process; and no person shall have power in any manner to anticipate, transfer, assign (either at law or in equity), alienate
or subject to attachment, garnishment, levy, execution, or other legal or equitable process, or in any way encumber his benefits under the Plan, or any part thereof, and any attempt to do so shall be void. 
  
 15.8 Facility of Payment 
  
 If the Administrator finds that any individual to whom an amount is payable hereunder is
incapable of attending to his financial affairs because of any mental or physical condition, including the infirmities of advanced age, such amount (unless prior claim therefore shall have been made by a duly qualified guardian or other legal
representative) may, in the discretion of the Administrator, be paid to another person for the use or benefit of the individual found incapable of attending to his financial affairs or in satisfaction of legal obligations incurred by or on behalf of
such individual. The Trustee shall make such payment only upon receipt of written instructions to such effect from the Administrator. Any such payment shall be charged to the Account from which any such payment would otherwise have been paid to the
individual found incapable of attending to his financial affairs and shall be a complete discharge of any liability therefore under the Plan. 
  
 15.9 Inability to Locate Payee 
  
 If any benefit becomes payable to any person, or to the executor or administrator of any deceased person, and if that person or his executor or administrator does not
present himself to the 
  

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 Administrator within a reasonable period after the Administrator mails written notice of his eligibility to receive a
distribution hereunder to his last known address and makes such other diligent effort to locate the person as the Administrator determines, that benefit will be forfeited. However, if the payee later files a claim for that benefit, the benefit will
be restored. 
  
 15.10 Distribution Pursuant to Qualified Domestic Relations
Orders 
  
 Notwithstanding any other provision of the Plan to the contrary,
if a qualified domestic relations order so provides, distribution may be made to an alternate payee pursuant to a qualified domestic relations order, as defined in Code Section 414(p), regardless of whether the Participant’s Settlement Date has
occurred or whether the Participant is otherwise entitled to receive a distribution under the Plan. 
  

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 ARTICLE XVI 
  
 FORM OF PAYMENT 
  
 16.1 Definitions 
  
 For purposes of this Article, the following terms have the following meanings: 
  
 The “automatic annuity form” means the form of annuity that will be purchased on behalf of a Participant who has elected to receive distribution through
the purchase of an annuity contract that provides for payment over his life (or whose Account includes assets transferred directly from a plan subject to Code Section 417) unless the Participant elects another form of annuity. 
  
 A “qualified election” means an election that is made during the qualified
election period. A “qualified election” of a form of payment other than a Qualified Joint and Survivor Annuity or designating a Beneficiary other than the Participant’s spouse to receive amounts otherwise payable as a Qualified
Preretirement Survivor Annuity must include the written consent of the Participant’s spouse, if any. A Participant’s spouse will be deemed to have given written consent to the Participant’s election if the Participant establishes to
the satisfaction of a Plan representative that spousal consent cannot be obtained because the spouse cannot be located or because of other circumstances set forth in Code Section 401(a)(11) and regulations issued thereunder. The spouse’s
written consent must acknowledge the effect of the Participant’s election and must be witnessed by a Plan representative or a notary public. In addition, the spouse’s written consent must either (i) specify the form of payment selected
instead of a Qualified Joint and Survivor Annuity, if applicable, and that such form may not be changed (except to a Qualified Joint and Survivor Annuity) without written spousal consent and specify any non-spouse Beneficiary designated by the
Participant, if applicable, and that such Beneficiary may not be changed without written spousal consent or (ii) acknowledge that the spouse has the right to limit consent as provided in clause (i), but permit the Participant to change the form of
payment selected or the designated Beneficiary without the spouse’s further consent. Any written consent given or deemed to have been given by a Participant’s spouse hereunder shall be irrevocable and shall be effective only with respect
to such spouse and not with respect to any subsequent spouse. 
  
 The
“qualified election period” with respect to the “automatic annuity form” means the 90 day period ending on a Participant’s Benefit Payment Date. The “qualified election period” with respect to a Qualified
Preretirement Survivor Annuity means the period beginning on the later of (i) the date his Account becomes subject to the automatic annuity provisions of this Article or (ii) the first day of the Plan Year in which the Participant attains age 35 or,
if he terminates employment prior to such date, the day he terminates employment with his Employer and all Related Companies. A Participant whose employment has not terminated may make a “qualified election” designating a Beneficiary other
than his spouse prior to the Plan Year in which he attains age 35; provided, however, that such election shall cease to be effective as of the first day of the Plan Year in which the Participant attains age 35. 
  

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 16.2 Normal Form of Payment 
  
 Subject to the Qualified Preretirement Survivor Annuity requirements described in this Article, unless a Participant, or his Beneficiary, if
the Participant has died, elects an optional form of payment, distribution shall be made to the Participant, or his Beneficiary, as the case may be, in a single sum payment. 
  
 16.3 Optional Forms of Payment 
  
 A Participant, or his Beneficiary, as the case may be, may elect to receive distribution of all or a portion of his Account in one of the following optional forms of
payment: 
  

	(a)	Installment Payments - Distribution shall be made in a series of cash installments over a period not exceeding the life expectancy of the Participant, or the Participant’s
Beneficiary, if the Participant has died, or a period not exceeding the joint life and last survivor expectancy of the Participant and his Beneficiary. Each installment shall be equal in amount except as necessary to adjust for any changes in the
value of the Participant’s Account. The determination of life expectancies shall be made on the basis of the expected return multiples in Tables V or VI of Section 1.72-9 of the Treasury regulations and shall be calculated once at the time
installment payments begin. 

  

	(b)	Annuity Contract - Distribution shall be made through the purchase of a single premium, nontransferable annuity contract for such term and in such form as the Participant, or his
Beneficiary, if the Participant has died, shall select, subject to the automatic annuity requirements described in this Article; provided, however, that a Participant’s Beneficiary may not elect to receive distribution of an annuity payable
over the joint lives of the Beneficiary and any other individual. The terms of any annuity contract purchased hereunder and distributed to a Participant or his Beneficiary shall comply with the requirements of the Plan. 

  
 16.4 Change of Election 
  
 Subject to the automatic annuity requirements of this Article, a Participant or Beneficiary who has elected an optional form of payment may
revoke or change his election at any time prior to his Benefit Payment Date by filing his election with the Administrator in the form prescribed by the Administrator. 
  

 59 








 16.5 Automatic Annuity Requirements 
  
 If a Participant elects to receive distribution through the purchase of an annuity contract that provides for payment over his life (or his
Account includes assets transferred directly from a plan subject to Code Section 417), distribution shall be made to such Participant through the purchase of an annuity contract that provides for payment in one of the following “automatic
annuity forms”, unless the Participant elects a different type of annuity. 
  

	(a)	The “automatic annuity form” for a Participant who is married on his Benefit Payment Date is the 50 percent Qualified Joint and Survivor Annuity. 


 

	(b)	The “automatic annuity form” for a Participant who is not married on his Benefit Payment Date is the Single Life Annuity. 

  
 A Participant’s election of an annuity other than the “automatic annuity form”
shall not be effective unless it is a “qualified election”; provided, however, that spousal consent shall not be required if the form of payment elected by the Participant is a Qualified Joint and Survivor Annuity. A Participant who has
elected to receive distribution through the purchase of an annuity contract that provides for payment over his life (or whose Account includes assets transferred directly from a plan subject to Code Section 417) may only change his election of a
form of payment pursuant to a “qualified election”; provided, however, that spousal consent shall not be required if the form of payment elected by the Participant is a Qualified Joint and Survivor Annuity. 
  
 16.6 Qualified Preretirement Survivor Annuity Requirements 
  
 If a married Participant who elects to receive distribution through the purchase of an
annuity contract that provides for payment over his life (or whose Account includes assets transferred directly from a plan subject to Code Section 417) dies before his Benefit Payment Date, his spouse shall receive distribution of 50 percent of the
value of the Participant’s vested interest in his Account through the purchase of an annuity contract that provides for payment over the life of the Participant’s spouse. A Participant’s spouse may elect to receive distribution under
any one of the other forms of payment available under this Article instead of in the Qualified Preretirement Survivor Annuity form. A married Participant who has elected to receive distribution through the purchase of an annuity contract that
provides for payment over his life (or whose Account includes assets transferred directly from a plan subject to Code Section 417) may designate a non-spouse Beneficiary pursuant to Article XVII to receive distribution of the Participant’s
vested interest in his Account that is not payable to his spouse as a Qualified Preretirement Survivor Annuity. A married Participant who has elected to receive distribution through the purchase of an annuity contract that provides for payment over
his life (or whose Account includes assets transferred directly from a plan subject to Code Section 417) may only designate a non-spouse Beneficiary to receive distribution of that portion of his Account otherwise payable as a Qualified
Preretirement Survivor Annuity pursuant to a “qualified election”. 
  

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 16.7 Direct Rollover 
  
 Notwithstanding any other provision of the Plan to the contrary, in lieu of receiving distribution in a form of payment provided under this Article, a “qualified
distributee” may elect in writing, in accordance with rules prescribed by the Administrator, to have a portion or all of any “eligible rollover distribution” paid directly by the Plan to the “eligible retirement plan”
designated by the “qualified distributee”. Any such payment by the Plan to another “eligible retirement plan” shall be a direct rollover. 
  
 Notwithstanding the foregoing, a “qualified distributee” may not elect a direct rollover with respect to an “eligible rollover distribution” if the
total value of such distribution is less than $200 or with respect to a portion of an “eligible rollover distribution” if the value of such portion is less than $500. For purposes of this Section, the following terms have the following
meanings: 
  

	(a)	An “eligible retirement plan” shall also mean an annuity contract described in Code Section 403(b) and an eligible plan under Code Section 457(b) which is maintained by a
state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from this plan. The definition of “eligible
retirement plan” shall also apply in the case of a distribution to a surviving spouse, or to a spouse or former spouse who is the alternate payee under a qualified domestic relation order, as defined in Code Section 414(p).


  

	(b)	An “eligible rollover distribution” means any distribution of all or any portion of the balance of a Participant’s Account; provided, however, that an eligible
rollover distribution does not include the following: 

  

	 	(i)	any distribution to the extent such distribution is required under Code Section 401(a)(9). 

  

	 	(ii)	any distribution that is one of a series of substantially equal periodic payment made not less frequently than annually for the life or life expectancy of the “qualified
distributee” or the joint lives or life expectancies of the “qualified distributee” and the “qualified distributee’s” designated beneficiary, or for a specified period of ten years or more. 

  

	 	(iii)	any hardship withdrawal made in accordance with the provisions of Article XIII. 

  

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	(c)	A “qualified distributee” means a Participant, his surviving spouse, or his spouse or former spouse who is an alternate payee under a qualified domestic relations order,
as defined in Code Section 414(p). 

  
 16.8 Notice Regarding
Forms of Payment 
  
 The Administrator shall provide each Participant with a
written explanation of his right to defer distribution until his Normal Retirement Date, or such later date as may be provided in the Plan, his right to make a direct rollover, and the forms of payment available under the Plan, including a written
explanation of (i) the terms and conditions of the “automatic annuity form” applicable if the Participant elects to receive distribution through the purchase of an annuity that provides for payment over his life (or if his Account includes
assets transferred directly from a plan subject to Code Section 417), (ii) the Participant’s right to choose a form of payment other than the “automatic annuity form” or to revoke such choice, and (iii) the rights of the
Participant’s spouse. The Administrator shall provide such explanation within the 60 day period ending 30 days before the Participant’s Benefit Payment Date. Notwithstanding the foregoing, distribution of the Participant’s Account may
commence fewer than 30 days after such explanation is provided to the Participant if (i) the Administrator clearly informs the Participant of his right to consider his election of whether or not to make a direct rollover or to receive a distribution
prior to his Normal Retirement Date and his election of a form of payment for a period of at least 30 days following his receipt of the explanation, (ii) the Participant, after receiving the explanation, affirmatively elects an early distribution
with his spouse’s written consent, if necessary, and, if the Participant has elected distribution through the purchase of an annuity contract that provides for payment over his life (or his Account includes assets transferred directly from a
plan subject to Code Section 417), (iii) the Participant may revoke his election at any time prior to the later of his Benefit Payment Date or the expiration of the seven-day period beginning the day after the date the explanation is provided to
him, and (iv) distribution does not commence to the Participant before such revocation period ends. 
  
 In addition, the Administrator shall provide a Participant who has elected distribution through the purchase of an annuity that provides for payment over his life (or whose Account includes assets transferred directly
from a plan subject to Code Section 417) with a written explanation of (i) the terms and conditions of the Qualified Preretirement Survivor Annuity, (ii) the Participant’s right to designate a non-spouse Beneficiary to receive distribution of
that portion of his Account otherwise payable as a Qualified Preretirement Survivor Annuity or to revoke such designation, and (iii) the rights of the Participant’s spouse. The Administrator shall provide such explanation within one of the
following periods, whichever ends last: 
  

	(a)	the period beginning with the first day of the Plan Year in which the Participant attains age 32 and ending on the last day of the Plan Year preceding the Plan Year in which the
Participant attains age 35; 

  

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	(b)	the period beginning 12 calendar months before the date an individual becomes a Participant and ending 12 calendar months after such date; or 

  

	(c)	provided the Participant’s Account does not include assets transferred directly from a plan subject to Code Section 417, the period beginning 12 calendar months before
the date the Participant elects to receive distribution through the purchase of an annuity contract that provides for payment over his life and ending 12 calendar months after such date; 

  
 provided, however, that in the case of a Participant who separates from service prior to
attaining age 35, the explanation shall be provided to such Participant within the period beginning 12 calendar months before the Participant’s separation from service and ending 12 calendar months after his separation from service. 

 
 16.9 Reemployment 
  
 If a Participant is reemployed by an Employer or a Related Company prior to receiving distribution of the entire balance of his vested
interest in his Account, his prior election of a form of payment hereunder shall become ineffective. Notwithstanding the foregoing, if a Participant had elected to receive distribution through the purchase of an annuity contract that provides for
payment over his life, the automatic annuity and Qualified Preretirement Survivor Annuity requirements described in this Article shall continue to apply to his entire Account. 
  

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 ARTICLE XVII 
  
 BENEFICIARIES 
  
 17.1 Designation of Beneficiary 
  
 An unmarried Participant’s Beneficiary shall be the person or persons designated by such Participant in accordance with rules prescribed by the Administrator. A
married Participant’s Beneficiary shall be his spouse, unless the Participant designates a person or persons other than his spouse as Beneficiary with his spouse’s written consent. For purposes of this Section, a Participant shall be
treated as unmarried and spousal consent shall not be required if the Participant is not married on his Benefit Payment Date. A Participant’s designation of a Beneficiary shall be subject to the Qualified Preretirement Survivor Annuity
provisions of Article XVI. 
  
 If no Beneficiary has been designated pursuant to
the provisions of this Section, or if no Beneficiary survives the Participant and he has no surviving spouse, then the Beneficiary under the Plan shall be the Participant’s estate. If a Beneficiary dies after becoming entitled to receive a
distribution under the Plan but before distribution is made to him in full, and if the Participant has not designated another Beneficiary to receive the balance of the distribution in that event, the estate of the deceased Beneficiary shall be the
Beneficiary as to the balance of the distribution. 
  
 17.2 Spousal Consent
Requirements 
  
 Any written spousal consent given pursuant to this Article
must acknowledge the effect of the action taken and must be witnessed by a Plan representative or a notary public. In addition, the spouse’s written consent must either (i) specify any non-spouse Beneficiary designated by the Participant and
that such Beneficiary may not be changed without written spousal consent or (ii) acknowledge that the spouse has the right to limit consent to a specific Beneficiary, but permit the Participant to change the designated Beneficiary without the
spouse’s further consent. A Participant’s spouse will be deemed to have given written consent to the Participant’s designation of Beneficiary if the Participant establishes to the satisfaction of a Plan representative that such
consent cannot be obtained because the spouse cannot be located or because of other circumstances set forth in Section 401(a)(11) of the Code and regulations issued thereunder. Any written consent given or deemed to have been given by a
Participant’s spouse hereunder shall be valid only with respect to the spouse who signs the consent. 
  

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 ARTICLE XVIII 
  
 ADMINISTRATION 
  
 18.1 Authority of the Sponsor 
  
 The Sponsor, which shall be the administrator for purposes of ERISA and the plan administrator for purposes of the Code, shall be responsible for the administration of
the Plan and, in addition to the powers and authorities expressly conferred upon it in the Plan, shall have all such powers and authorities as may be necessary to carry out the provisions of the Plan, including the power and authority to interpret
and construe the provisions of the Plan, to make benefit determinations, and to resolve any disputes which arise under the Plan. The Sponsor may employ such attorneys, agents, and accountants as it may deem necessary or advisable to assist in
carrying out its duties hereunder. The Sponsor shall be a “named fiduciary” as that term is defined in ERISA Section 402(a)(2). The Sponsor, by action of its board of directors, may: 
  

	(a)	allocate any of the powers, authority, or responsibilities for the operation and administration of the Plan (other than trustee responsibilities as defined in ERISA Section
405(c)(3)) among named fiduciaries; and 

  

	(b)	designate a person or persons other than a named fiduciary to carry out any of such powers, authority, or responsibilities; 

  
 except that no allocation by the Sponsor of, or designation by the Sponsor with respect to,
any of such powers, authority, or responsibilities to another named fiduciary or a person other than a named fiduciary shall become effective unless such allocation or designation shall first be accepted by such named fiduciary or other person in a
writing signed by it and delivered to the Sponsor. 
  
 18.2 Discretionary
Authority 
  
 In carrying out its duties under the Plan, including making
benefit determinations, interpreting or construing the provisions of the Plan, and resolving disputes, the Sponsor (or any individual to whom authority has been delegated in accordance with Section 18.1) shall have absolute discretionary authority.

  
 18.3 Action of the Sponsor 
  
 Any act authorized, permitted, or required to be taken under the Plan by the Sponsor and
which has not been delegated in accordance with Section 18.1, may be taken by a majority of the members of the board of directors of the Sponsor, either by vote at a meeting, or in writing without a meeting, or by the employee or employees of the
Sponsor designated by the board of directors to carry out such acts on behalf of the Sponsor. All notices, advice, directions, 
  

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 certifications, approvals, and instructions required or authorized to be given by the Sponsor as under the Plan shall be
in writing and signed by either (i) a majority of the members of the Sponsor’s board of directors or by such member or members as may be designated by an instrument in writing, signed by all the members thereof, as having authority to execute
such documents on its behalf, or (ii) the employee or employees authorized to act for the Sponsor in accordance with the provisions of this Section. 
  
 18.4 Claims Review Procedure 
  
 Whenever a claim for benefits under the Plan filed by any person (herein referred to as the “Claimant”) is denied, whether in whole or in part, the Sponsor
shall transmit a written notice of such decision to the Claimant within 90 days of the date the claim was filed or, if special circumstances require an extension, within 180 days of such date, which notice shall be written in a manner calculated to
be understood by the Claimant and shall contain a statement of (i) the specific reasons for the denial of the claim, (ii) specific reference to pertinent Plan provisions on which the denial is based, (iii) a description of any additional material or
information necessary for the Claimant to perfect the claim and an explanation of why such information is necessary, (iv) that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents,
(v) records and other information relevant to the Claimant’s claim, a description of the review procedures and in the event of an adverse review decision, a statement describing any voluntary review procedures and the Claimant’s right to
obtain copies of such procedures, and (vi) a statement that there is no further administrative review following the initial review, and that the Claimant has a right to bring a civil action under ERISA Section 502(a) if the Sponsor’s decision
on review is adverse to the Claimant. The notice shall also include a statement advising the Claimant that, within 60 days of the date on which he receives such notice, he may obtain review of such decision in accordance with the procedures
hereinafter set forth. Within such 60-day period, the Claimant or his authorized representative may request that the claim denial be reviewed by filing with the Sponsor a written request therefor, which request shall contain the following
information: 
  

	(a)	the date on which the Claimant’s request was filed with the Sponsor; provided, however, that the date on which the Claimant’s request for review was in fact filed with the
Sponsor shall control in the event that the date of the actual filing is later than the date stated by the Claimant pursuant to this paragraph; 

  

	(b)	the specific portions of the denial of his claim which the Claimant requests the Sponsor to review; 

  

	(c)	a statement by the Claimant setting forth the basis upon which he believes the Sponsor should reverse the previous denial of his claim for benefits and accept his claim as made; and


  

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	(d)	any written material (offered as exhibits) which the Claimant desires the Sponsor to examine in its consideration of his position as stated pursuant to paragraph (c) of this
Section. 

  
 Within 60 days of the date determined pursuant to
paragraph (a) of this Section or, if special circumstances require an extension, within 120 days of such date, the Sponsor shall conduct a full and fair review of the decision denying the Claimant’s claim for benefits and shall render its
written decision on review to the Claimant. The Sponsor’s decision on review shall be written in a manner calculated to be understood by the Claimant and shall specify the reasons and Plan provisions upon which the Sponsor’s decision was
based. 
  
 Notwithstanding the foregoing, special procedures apply for processing
claims and reviewing prior claim determinations if a Claimant’s claim for benefits is contingent upon a determination as to whether a Participant is Disabled under the Plan. 
  
 18.5 Qualified Domestic Relations Orders 
  
 The Sponsor shall establish reasonable procedures to determine the status of domestic relations orders and to administer distributions under domestic relations orders
which are deemed to be qualified orders. Such procedures shall be in writing and shall comply with the provisions of Code Section 414(p) and regulations issued thereunder. 
  
 18.6 Indemnification 
  
 In addition to whatever rights of indemnification the Trustee or the members of the Sponsor’s board of directors or any employee or employees of the Sponsor to whom
any power, authority, or responsibility is delegated pursuant to Section 18.3, may be entitled under the articles of incorporation or regulations of the Sponsor, under any provision of law, or under any other agreement, the Sponsor shall satisfy any
liability actually and reasonably incurred by any such person or persons, including expenses, attorneys’ fees, judgments, fines, and amounts paid in settlement (other than amounts paid in settlement not approved by the Sponsor), in connection
with any threatened, pending or completed action, suit, or proceeding which is related to the exercising or failure to exercise by such person or persons of any of the powers, authority, responsibilities, or discretion as provided under the Plan, or
reasonably believed by such person or persons to be provided hereunder, and any action taken by such person or persons in connection therewith, unless the same is judicially determined to be the result of such person or persons’ gross
negligence or willful misconduct. 
  
 18.7 Actions Binding 
  
 Subject to the provisions of Section 18.4, any action taken by the Sponsor which is
authorized, permitted, or required under the Plan shall be final and binding upon the Employers, the Trustee, all persons who have or who claim an interest under the Plan, and all third parties dealing with the Employers or the Trustee. 

 

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 ARTICLE XIX 
  
 AMENDMENT AND TERMINATION 
  
 19.1 Amendment 
  
 Subject to the provisions of Section 19.2, the Sponsor may at any time and from time to time, by action of its board of directors, or such officers of the Sponsor as are authorized by its board of directors, amend the
Plan, either prospectively or retroactively. Any such amendment shall be by written instrument executed by the Sponsor. 
  
 19.2 Limitation on Amendment 
  
 The Sponsor shall make no amendment to the Plan which shall decrease the accrued benefit of any Participant or Beneficiary, except that nothing contained herein shall
restrict the right to amend the provisions of the Plan relating to the administration of the Plan and Trust. Moreover, no such amendment shall be made hereunder which shall permit any part of the Trust to revert to an Employer or any Related Company
or be used or be diverted to purposes other than the exclusive benefit of Participants and Beneficiaries. The Sponsor shall make no retroactive amendment to the Plan unless such amendment satisfies the requirements of Code Section 401(b) and/or
Section 1.401(a)(4)-11(g) of the Treasury regulations, as applicable. 
  
 19.3
Termination 
  
 The Sponsor reserves the right, by action of its board of
directors, to terminate the Plan as to all Employers at any time (the effective date of such termination being hereinafter referred to as the “termination date”). Upon any such termination of the Plan, the following actions shall be taken
for the benefit of Participants and Beneficiaries: 
  

	(a)	As of the termination date, each Investment Fund shall be valued and all Accounts and Sub-Accounts shall be adjusted in the manner provided in Article XI, with any unallocated
contributions or forfeitures being allocated as of the termination date in the manner otherwise provided in the Plan. The termination date shall become a Valuation Date for purposes of Article XI. In determining the net worth of the Trust, there
shall be included as a liability such amounts as shall be necessary to pay all expenses in connection with the termination of the Trust and the liquidation and distribution of the property of the Trust, as well as other expenses, whether or not
accrued, and shall include as an asset all accrued income. 

  

	(b)	All Accounts shall then be disposed of to or for the benefit of each Participant or Beneficiary in accordance with the provisions of Article XV as if the termination date were his
Settlement Date; provided, however, that notwithstanding the provisions of Article XV, if the Plan does not offer an annuity option and if neither his Employer nor a 

  

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 Related Company establishes or maintains another defined contribution plan (other than an employee stock
ownership plan as defined in Code Section 4975(e)(7)), the Participant’s written consent to the commencement of distribution shall not be required regardless of the value of the vested portions of his Account. 
  

	(c)	Notwithstanding the provisions of paragraph (b) of this Section, no distribution shall be made to a Participant of any portion of the balance of his Tax-Deferred Contributions
Sub-Account prior to his separation from service (other than a distribution made in accordance with Article XIII or required in accordance with Code Section 401(a)(9)) unless (i) neither his Employer nor a Related Company establishes or maintains
another defined contribution plan (other than an employee stock ownership plan as defined in Code Section 4975(e)(7), a tax credit employee stock ownership plan as defined in Code Section 409, or a simplified employee pension as defined in Code
Section 408(k)) either at the time the Plan is terminated or at any time during the period ending 12 months after distribution of all assets from the Plan; provided, however, that this provision shall not apply if fewer than two percent of the
Eligible Employees under the Plan were eligible to participate at any time in such other defined contribution plan during the 24-month period beginning 12 months before the Plan termination, and (ii) the distribution the Participant receives is a
“lump sum distribution” as defined in Code Section 402(e)(4), without regard to clauses (I), (II), (III), and (IV) of sub-paragraph (D)(i) thereof. 

  
 Notwithstanding anything to the contrary contained in the Plan, upon any such Plan termination, the vested interest of each Participant and
Beneficiary in his Employer Contributions Sub-Account shall be 100 percent; and, if there is a partial termination of the Plan, the vested interest of each Participant and Beneficiary who is affected by the partial termination in his Employer
Contributions Sub-Account shall be 100 percent. For purposes of the preceding sentence only, the Plan shall be deemed to terminate automatically if there shall be a complete discontinuance of contributions hereunder by all Employers. 
  
 19.4 Reorganization 
  
 The merger, consolidation, or liquidation of any Employer with or into any other Employer or a Related Company shall not constitute a
termination of the Plan as to such Employer. If an Employer disposes of substantially all of the assets used by the Employer in a trade or business or disposes of a subsidiary and in connection therewith one or more Participants terminates
employment but continues in employment with the purchaser of the assets or with such subsidiary, no distribution from the Plan shall be made to any such Participant from his Tax-Deferred Contributions Sub-Account prior to his separation from service
(other than a distribution made in accordance with Article XIII or required in accordance with Code Section 401(a)(9)), except that a distribution shall be permitted to be made in such a case, subject to the Participant’s consent (to the extent
required by law), if (i) the distribution would constitute a “lump sum distribution” as defined in Code Section 402(e)(4), without regard to clauses (I), (II), (III), or (IV) of sub-paragraph (D)(i) thereof, (ii) the Employer continues to
maintain the Plan 
  

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 after the disposition, (iii) the purchaser does not maintain the Plan after the disposition, and (iv) the distribution is
made by the end of the second calendar year after the calendar year in which the disposition occurred. 
  
 19.5 Withdrawal of an Employer 
  
 An
Employer other than the Sponsor may withdraw from the Plan at any time upon notice in writing to the Administrator (the effective date of such withdrawal being hereinafter referred to as the “withdrawal date”), and shall thereupon cease to
be an Employer for all purposes of the Plan. An Employer shall be deemed automatically to withdraw from the Plan in the event of its complete discontinuance of contributions, or, subject to Section 19.4 and unless the Sponsor otherwise directs, it
ceases to be a Related Company of the Sponsor or any other Employer. Upon the withdrawal of an Employer, the withdrawing Employer shall determine whether a partial termination has occurred with respect to its Employees. In the event that the
withdrawing Employer determines a partial termination has occurred, the action specified in Section 19.3 shall be taken as of the withdrawal date, as on a termination of the Plan, but with respect only to Participants who are employed solely by the
withdrawing Employer, and who, upon such withdrawal, are neither transferred to nor continued in employment with any other Employer or a Related Company. The interest of any Participant employed by the withdrawing Employer who is transferred to or
continues in employment with any other Employer or a Related Company, and the interest of any Participant employed solely by an Employer or a Related Company other than the withdrawing Employer, shall remain unaffected by such withdrawal; no
adjustment to his Accounts shall be made by reason of the withdrawal; and he shall continue as a Participant hereunder subject to the remaining provisions of the Plan. 
  

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 ARTICLE XX 
 ADOPTION BY OTHER ENTITIES 
  

	20.1	Adoption by Related Companies 

  
 A Related Company that is not an Employer may, with the consent of the Sponsor, adopt the Plan and become an Employer hereunder by causing an appropriate written
instrument evidencing such adoption to be executed in accordance with the requirements of its organizational authority. Any such instrument shall specify the effective date of the adoption. 
  

	20.2	Effective Plan Provisions 

  
 An Employer who adopts the Plan shall be bound by the provisions of the Plan in effect at the time of the adoption and as subsequently in effect because of any amendment
to the Plan. 
  

	20.3	Adopting Employers Identified 

  
 Effective April 1, 1996, DuPont Commercial Flooring Systems, Inc. (now The Invironmentalists Commercial Services Company) became an adopting Employer. 
  
 Effective July 26, 1999, DuPont Flooring Systems, Inc. (now The Invironmentalists, Inc.)
became an adopting Employer. 
  
 Effective August 1, 1999, Dupont Residential
Flooring Systems, Inc. (now The Invironmentalists Residential Services Company) became an adopting Employer. 
  
 Effective January 1, 2000, DuPont Residential Marketing Company (now INVISTA Field Marketing Company) became an adopting Employer. 
  

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 ARTICLE XXI 
  
 MISCELLANEOUS PROVISIONS 
  
 21.1 No Commitment as to Employment 
  
 Nothing contained herein shall be construed as a commitment or agreement upon the part of any person to continue his employment with an Employer or Related Company, or as
a commitment on the part of any Employer or Related Company to continue the employment, compensation, or benefits of any person for any period. 
  
 21.2 Benefits 
  
 Nothing in the Plan nor the Trust Agreement shall be construed to confer any right or claim upon any person, firm, or corporation other than the Employers, the Trustee, Participants, and Beneficiaries. 
  
 21.3 No Guarantees 
  
 The Employers, the Administrator, and the Trustee do not guarantee the Trust from loss or depreciation, nor do they guarantee the payment of
any amount which may become due to any person hereunder. 
  
 21.4 Expenses

  
 The expenses of administration of the Plan, including the expenses of the
Administrator and fees of the Trustee, shall be paid from the Trust as a general charge thereon, unless the Sponsor elects to make payment. Notwithstanding the foregoing, the Sponsor may direct that administrative expenses that are allocable to the
Account of a specific Participant shall be paid from that Account and that the costs incident to the management of the assets of an Investment Fund or to the purchase or sale of securities held in an Investment Fund shall be paid by the Trustee from
such Investment Fund. 
  
 21.5 Precedent 
  
 Except as otherwise specifically provided, no action taken in accordance with the Plan shall
be construed or relied upon as a precedent for similar action under similar circumstances. 
  
 21.6 Duty to Furnish Information 
  
 The
Employers, the Administrator, and the Trustee shall furnish to any of the others any documents, reports, returns, statements, or other information that the other reasonably deems necessary to perform its duties hereunder or otherwise imposed by law.

  

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 21.7 Merger, Consolidation, or Transfer of Plan Assets 
  
 The Plan shall not be merged or consolidated with any other plan, nor shall any of its
assets or liabilities be transferred to another plan, unless, immediately after such merger, consolidation, or transfer of assets or liabilities, each Participant in the Plan would receive a benefit under the Plan which is at least equal to the
benefit he would have received immediately prior to such merger, consolidation, or transfer of assets or liabilities (assuming in each instance that the Plan had then terminated). 
  
 21.8 Back Pay Awards 
  
 The provisions of this Section shall apply only to an Employee or former Employee who becomes entitled to back pay by an award or agreement of an Employer without regard
to mitigation of damages. If a person to whom this Section applies was or would have become an Eligible Employee after such back pay award or agreement has been effected, and if any such person who had not previously elected to make Tax-Deferred
Contributions pursuant to Section 4.1 shall within 30 days of the date he receives notice of the provisions of this Section make an election to make Tax-Deferred Contributions in accordance with such Section 4.1 (retroactive to any Enrollment Date
as of which he was or has become eligible to do so), then such Participant may elect that any Tax-Deferred Contributions not previously made on his behalf but which, after application of the foregoing provisions of this Section, would have been made
under the provisions of Article IV and any After-Tax Contributions which he had not previously made but which, after application of the foregoing provisions of this Section, he would have made under the provisions of Article V, shall be made out of
the proceeds of such back pay award or agreement. In addition, if any such Employee or former Employee would have been eligible to participate in the allocation of Employer Contributions under the provisions of Article VI or XXII for any prior Plan
Year after such back pay award or agreement has been effected, his Employer shall make an Employer Contribution equal to the amount of the Employer Contribution which would have been allocated to such Participant under the provisions of Article VI
or XXII as in effect during each such Plan Year. The amounts of such additional contributions shall be credited to the Account of such Participant. Any additional contributions made pursuant to this Section shall be made in accordance with, and
subject to the limitations of the applicable provisions of the Plan. 
  
 21.9
Condition on Employer Contributions 
  
 Notwithstanding anything to the
contrary contained in the Plan or the Trust Agreement, any contribution of an Employer hereunder is conditioned upon the continued qualification of the Plan under Code Section 401(a), the exempt status of the Trust under Code Section 501(a), and the
deductibility of the contribution under Code Section 404. Except as otherwise provided in this Section and Section 21.10, however, in no event shall any portion of the property of the Trust ever revert to or otherwise inure to the benefit of an
Employer or any Related Company. 
  

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 21.10 Return of Contributions to an Employer 
  
 Notwithstanding any other provision of the Plan or the Trust Agreement to the contrary, in the event any contribution of an Employer made
hereunder: 
  

	(a)	is made under a mistake of fact, or 

  

	(b)	is disallowed as a deduction under Code Section 404, 

  
 such contribution may be returned to the Employer within one year after the payment of the contribution or the disallowance of the deduction to the extent disallowed,
whichever is applicable. In the event the Plan does not initially qualify under Code Section 401(a), any contribution of an Employer made hereunder may be returned to the Employer within one year of the date of denial of the initial qualification of
the Plan, but only if an application for determination was made within the period of time prescribed under ERISA Section 403(c)(2)(B). 
  
 21.11 Validity of Plan 
  
 The validity of the Plan shall be determined and the Plan shall be construed and interpreted in accordance with the laws of the state or commonwealth in which the Trustee has its principal place of business or, if the
Trustee is an individual or group of individuals, the state or commonwealth in which the Sponsor has its principal place of business, except as preempted by applicable Federal law. The invalidity or illegality of any provision of the Plan shall not
affect the legality or validity of any other part thereof. 
  
 21.12 Trust
Agreement 
  
 The Trust Agreement and the Trust maintained thereunder shall
be deemed to be a part of the Plan as if fully set forth herein and the provisions of the Trust Agreement are hereby incorporated by reference into the Plan. 
  
 21.13 Parties Bound 
  
 The Plan shall be binding upon the Employers, all Participants and Beneficiaries hereunder, and, as the case may be, the heirs, executors, administrators, successors, and assigns of each of them. 
  
 21.14 Application of Certain Plan Provisions 
  
 For purposes of the general administrative provisions and limitations of the Plan, a
Participant’s Beneficiary or alternate payee under a qualified domestic relations order shall be treated as any other person entitled to receive benefits under the Plan. Upon any termination of the Plan, any such Beneficiary or alternate payee
under a qualified domestic relations order who has an interest 
  

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 under the Plan at the time of such termination, which does not cease by reason thereof, shall be deemed to be a
Participant for all purposes of the Plan. A Participant’s Beneficiary, if the Participant has died, or alternate payee under a qualified domestic relations order shall be treated as a Participant for purposes of directing investments as
provided in Article X. 
  
 21.15 Merged Plans 
  
 In the event another defined contribution plan (the “merged plan”) is merged into
and made a part of the Plan, each Employee who was eligible to participate in the “merged plan” immediately prior to the merger shall become an Eligible Employee on the date of the merger. In no event shall a Participant’s vested
interest in his Sub-Account attributable to amounts transferred to the Plan from the “merged plan” (his “transferee Sub-Account”) on and after the merger be less than his vested interest in his account under the “merged
plan” immediately prior to the merger. Notwithstanding any other provision of the Plan to the contrary, a Participant’s service credited for eligibility and vesting purposes under the “merged plan” as of the merger, if any, shall
be included as Eligibility and Vesting Service under the Plan to the extent Eligibility and Vesting Service are credited under the Plan. Special provisions applicable to a Participant’s “transferee Sub-Account”, if any, shall be
specifically reflected in the Plan or in an Addendum to the Plan. 
  
 21.16
Transferred Funds 
  
 If funds from another qualified plan are transferred or
merged into the Plan, such funds shall be held and administered in accordance with any restrictions applicable to them under such other plan to the extent required by law and shall be accounted for separately to the extent necessary to accomplish
the foregoing. 
  
 21.17 Veterans Reemployment Rights 
  
 Notwithstanding any other provision of the Plan to the contrary, contributions, benefits,
and service credit with respect to qualified military service shall be provided in accordance with Code Section 414(u). The Administrator shall notify the Trustee of any Participant with respect to whom additional contributions are made because of
qualified military service. 
  
 21.18 Delivery of Cash Amounts 

 
 To the extent that the Plan requires the Employers to deliver cash amounts to the
Trustee, such delivery may be made through any means acceptable to the Trustee, including wire transfer. 
  
 21.19 Written Communications 
  
 Any
communication among the Employers, the Administrator, and the Trustee that is stipulated under the Plan to be made in writing may be made in any medium that is acceptable to the receiving party and permitted under applicable law. In addition, any
communication or disclosure to or from Participants and/or Beneficiaries that is required under the terms of the Plan to be made in writing may be provided in any other medium (electronic, telephonic, or otherwise) that is acceptable to the
Administrator and permitted under applicable law. 
  

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 ARTICLE XXII 
  
 TOP-HEAVY PROVISIONS 
  
 22.1 Definitions 
  
 For purposes of this Article, the following terms shall have the following meanings: 
  
 The “compensation” of an employee means compensation as defined in Code Section 415 and regulations issued thereunder. In no event, however, shall the
“compensation” of a Participant taken into account under the Plan for any Plan Year exceed $150,000 (subject to adjustment annually as provided in Code Sections 401(a)(17)(B) and 415(d); provided, however, that the dollar increase in
effect on January 1 of any calendar year, if any, is effective for Plan Years beginning in such calendar year). If the “compensation” of a Participant is determined over a period of time that contains fewer than 12 calendar months, then
the annual “compensation” limitation described above shall be adjusted with respect to that Participant by multiplying the annual “compensation” limitation in effect for the Plan Year by a fraction the numerator of which is the
number of full months in the period and the denominator of which is 12; provided, however, that no proration is “required” for a Participant who is covered under the Plan for less than one full Plan Year if the formula for allocations is
based on “compensation” for a period of at least 12 months. 
  
 The
“determination date” with respect to any Plan Year means the last day of the preceding Plan Year, except that the “determination date” with respect to the first Plan Year of the Plan, shall mean the last day of such Plan
Year. 
  
 A “key employee” means any Employee or former Employee
(including any deceased Employee) who at any time during the Plan Year that includes the “determination date” was an officer of an Employer or a Related Company having annual compensation greater than $130,000 (as adjusted under Code
Section 416(i)(1) for Plan Years beginning after December 31, 2002), a 5-percent owner of an Employer or a Related Company, or a 1-percent owner of an Employer or a Related Company having annual compensation of more than $150,000. For this purpose,
annual compensation means compensation within the meaning of Code Section 415(c)(3). The determination of who is a “key employee” will be made in accordance with Code Section 416(i)(1) and the applicable regulations and other guidance of
general applicability issued thereunder. 
  
 A “non-key employee”
means any Employee who is not a “key employee”. 
  
 A
“permissive aggregation group” means those plans included in each Employer’s “required aggregation group” together with any other plan or plans of the Employer, so long as the entire group of plans would continue to
meet the requirements of Code Sections 401(a)(4) and 410. 
  

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 A “required aggregation group” means the group of tax-qualified plans maintained by an Employer or a
Related Company consisting of each plan in which a “key employee” participates and each other plan that enables a plan in which a “key employee” participates to meet the requirements of Code Section 401(a)(4) or Code Section 410,
including any plan that terminated within the five-year period ending on the relevant “determination date”. 
  
 A “super top-heavy group” with respect to a particular Plan Year means a “required” or “permissive aggregation group” that, as of the
“determination date”, would qualify as a “top-heavy group” under the definition in this Section with “90 percent” substituted for “60 percent” each place where “60 percent” appears in the definition.

  
 A “super top-heavy plan” with respect to a particular Plan
Year means a plan that, as of the “determination date”, would qualify as a “top-heavy plan” under the definition in this Section with “90 percent” substituted for “60 percent” each place where “60
percent” appears in the definition. A plan is also a “super top-heavy plan” if it is part of a “super top-heavy group”. 
  
 A “top-heavy group” with respect to a particular Plan Year means a “required” or “permissive aggregation group” if the sum, as of the
“determination date”, of the present value of the cumulative accrued benefits for “key employees” under all defined benefit plans included in such group and the aggregate of the account balances of “key employees” under
all defined contribution plans included in such group exceeds 60 percent of a similar sum determined for all employees covered by the plans included in such group. 
  
 A “top-heavy plan” with respect to a particular Plan Year means (i), in the case of a defined contribution plan (including
any simplified employee pension plan), a plan for which, as of the “determination date”, the aggregate of the accounts (within the meaning of Code Section 416(g) and the regulations and rulings thereunder) of “key employees”
exceeds 60 percent of the aggregate of the accounts of all participants under the plan, with the accounts valued as of the relevant valuation date and increased for any distribution of an account balance made in the five-year period ending on the
“determination date”, (ii), in the case of a defined benefit plan, a plan for which, as of the “determination date”, the present value of the cumulative accrued benefits payable under the plan (within the meaning of Code Section
416(g) and the regulations and rulings thereunder) to “key employees” exceeds 60 percent of the present value of the cumulative accrued benefits under the plan for all employees, with the present value of accrued benefits for employees
(other than “key employees”) to be determined under the accrual method uniformly used under all plans maintained by an Employer or, if no such method exists, under the slowest accrual method permitted under the fractional accrual rate of
Code Section 411(b)(1)(C) and including the present value of any part of any accrued benefits distributed in the five-year period ending on the “determination date”, and (iii) any plan (including any simplified employee pension plan)
included in a “required aggregation group” that is a “top-heavy group”. For purposes of this paragraph, the accounts and accrued benefits of any employee who has not performed services for an Employer or a Related Company during
the five-year period ending on the “determination date” shall be disregarded. For purposes of this paragraph, the present value 
  

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 of cumulative accrued benefits under a defined benefit plan for purposes of top-heavy determinations shall be calculated
using the actuarial assumptions otherwise employed under such plan, except that the same actuarial assumptions shall be used for all plans within a “required” or “permissive aggregation group”. A Participant’s interest in
the Plan attributable to any Rollover Contributions, except Rollover Contributions made from a plan maintained by an Employer or a Related Company, shall not be considered in determining whether the Plan is top-heavy. Notwithstanding the foregoing,
if a plan is included in a “required” or “permissive aggregation group” that is not a “top-heavy group”, such plan shall not be a “top-heavy plan”. 
  
 Effective January 1, 2002, 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 Code Section 416(g)(2) during the one-year period ending on the “determination
date”. The preceding sentence shall also apply to distributions under a terminated plan which, had it not been terminated, would have been aggregated with the Plan under Code Section 416(g)(2)(A)(i). In the case of a distribution made for a
reason other than separation from service, death, or disability, this provision shall be applied by substituting “five-year period” for “one-year period”. The accrued benefits and accounts of any individual who has not performed
services for an Employer or any Related Company during the one-year period ending on the “determination date” shall not be taken into account. 
  
 The “valuation date” with respect to any “determination date” means the most recent Valuation Date occurring within the 12-month period ending
on the “determination date”. 
  
 22.2 Applicability 

 
 Notwithstanding any other provision of the Plan to the contrary, the provisions of this
Article shall be applicable during any Plan Year in which the Plan is determined to be a “top-heavy plan” as hereinafter defined. If the Plan is determined to be a “top-heavy plan” and upon a subsequent “determination
date” is determined no longer to be a “top-heavy plan”, the vesting provisions of Article VI shall again become applicable as of such subsequent “determination date”; provided, however, that if the prior vesting provisions
do again become applicable, any Employee with three or more years of Vesting Service may elect in accordance with the provisions of Article VI, to continue to have his vested interest in his Employer Contributions Sub-Account determined in
accordance with the vesting schedule specified in Code Section 22.5. 
  
 22.3
Minimum Employer Contribution 
  
 If the Plan is determined to be a
“top-heavy plan” for a Plan Year, the Employer Contributions, other than Matching Contributions, allocated to the Account of each “non-key employee” who is an Eligible Employee and who is employed by an Employer or a Related
Company on the last day of such top-heavy Plan Year shall be no less than the lesser of (i) three percent of his “compensation” or (ii) the largest percentage of “compensation” that is allocated as an Employer 
  

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 Contribution and/or Tax-Deferred Contribution for such Plan Year to the Account of any “key employee”; except
that, in the event the Plan is part of a “required aggregation group”, and the Plan enables a defined benefit plan included in such group to meet the requirements of Code Section 401(a)(4) or 410, the minimum allocation of Employer
Contributions to each such “non-key employee” shall be three percent of the “compensation” of such “non-key employee”. In lieu of the minimum allocation described in the preceding sentence, the Employer Contributions
allocated to the Account of each “non-key employee” who is employed by an Employer or a Related Company on the last day of a top-heavy Plan Year and who is also covered under a top-heavy defined benefit plan maintained by an Employer or a
Related Company will be no less than five percent of his “compensation”. Any minimum allocation to a “non-key employee” required by this Section shall be made without regard to any social security contribution made on behalf of
the non-key employee, his number of hours of service, his level of “compensation”, or whether he declined to make elective or mandatory contributions. 
  

Employer Contributions allocated to a Participant’s Account in accordance with this Section shall be considered “annual additions” under Article VII for
the “limitation year” for which they are made and shall be separately accounted for. Employer Contributions allocated to a Participant’s Account shall be allocated upon receipt among the Investment Funds in accordance with the
Participant’s currently effective investment election. 
  
 Employer matching
contributions shall be taken into account for purposes of satisfying the minimum contribution requirements of Code Section 416(c)(2) of the Plan. The preceding sentence shall apply with respect to Matching Contributions under the Plan or, if the
Plan provides that the minimum contribution requirement shall be met in another plan, such other plan. Employer matching contributions that are used to satisfy the minimum contribution requirements shall be treated as matching contributions for
purposes of the actual contribution percentage test and other requirements of Code Section 401(m). 
  
 22.4 Accelerated Vesting 
  
 If the Plan
is determined to be a “top-heavy plan”, a Participant’s vested interest in his Employer Contributions Sub-Account shall be determined no less rapidly than in accordance with the following vesting schedule: 
  

				
	 Years of Vesting Service

	  	Vested Interest

	 
	 Less than 1
	  	0	%
	 1, but less than 2
	  	20	%
	 2, but less than 3
	  	40	%
	 3, but less than 4
	  	60	%
	 4, but less than 5
	  	80	%
	 5 or more
	  	100	%

  

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 ARTICLE XXIII 
  
 EFFECTIVE DATE 
  
 23.1 GUST Effective Dates 
  
 Unless otherwise specifically provided by the terms of the Plan, this amendment and restatement is effective with respect to each change made to satisfy the provisions of
(i) the Uniformed Services Employment and Reemployment Rights Act of 1994 (“USERRA”), (ii) Small Business Job Protection Act of 1996 (“SBJPA”), (iii) the Taxpayer Relief Act of 1997 (“TRA ‘97”), (iv) any other
change in the Code or ERISA, (v) regulations, rulings, or other published guidance issued under the Code, ERISA, USERRA, SBJPA, or TRA ‘97 (collectively the “GUST required changes”) and (vi) the Economic Growth and Tax Relief
Reconciliation Act of 2001 (“EGTRRA)”, as if the first day of the first period (which may or may not be the first day of a Plan Year) with respect to which such change became required because of such provision (including any day that
became such as a result of an election or waiver by an Employee or a waiver or exemption issued under the Code, ERISA, USERRA, SBJPA, TRA ‘97 or EGTRRA), including, but not limited to, the following: 
  

	(a)	The addition of a new Section to Article XXI entitled “Veterans Reemployment Rights” is effective December 12, 1994. 

  

	(b)	The following changes are effective for Plan Years beginning after December 31, 1996: 

  

	 	(i)	elimination of the family aggregation requirements; 

  

	 	(ii)	changes to the definition of “Highly Compensated Employee” in Article I of the Plan; 

  

	 	(iii)	changes to the definition of “leased employee” in Article I or II, as applicable; 

  

	 	(iv)	changes to the 401(k) discrimination test in Article VII of the Plan and changes to the method of correction where the Plan fails to satisfy the test; and 


 

	 	(v)	changes to the 401(m) discrimination test in Article VII of the Plan and changes to the method of correction where the Plan fails to satisfy the test. 

  

	(c)	Changes in the definition of “Required Beginning Date” in Article I of the Plan are effective January 1, 1997, but with respect only to Employees who attain age 70 1/2 on or after that date. 

  

	(d)	The increase in the cashout limit from $3,500 to the limit specified in the Plan is effective January 1, 2001. 

  

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	(e)	Elimination of the look back rule for determining whether the value of a Participant’s Account exceeds the cashout limit is effective January 1, 2001. 


 

	(f)	Exclusion of hardship withdrawals of Tax-Deferred Contributions from the definition of “eligible rollover distribution” is effective May 1, 1999. 


 

	(g)	Elimination of the combined limit on defined benefit and defined contribution plans under Code Section 415(e) is effective the first day of the first “limitation year”
beginning on or after January 1, 2000. 

  
 The special effective
dates provided above apply the provisions of the Plan retroactively to any plan that was consolidated into the Plan prior to the end of its remedial amendment period for compliance with the GUST and EGTRRA required changes, except to the extent the
merged plan was separately amended to comply with such GUST and/or EGTRRA required changes. 
  
 *        *        * 
  
 EXECUTED AT Kennesaw, Georgia, this 15th day of December, 2003. 
  

			
	 THE INVIRONMENTALISTS, INC.

		
	 By:
	 	 /s/    Michael Paparone


	 	 	 Title:  President



  

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