Exhibit 10(h)



SPIRE CORPORATION 401(K) PROFIT SHARING PLAN



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TABLE OF CONTENTS



ARTICLE I

DEFINITIONS



|                            |  |                                                      |  |   
|--------------------------- |  | ---------------------------------------------------- |  | --
|ARTICLE II                 
|ADMINISTRATION             
|                            |  |                                                     
|2.1                         |  | POWERS AND RESPONSIBILITIES OF THE EMPLOYER          |  | 15
|                            |  |                                                     
|2.2                         |  | DESIGNATION OF ADMINISTRATIVE AUTHORITY              |  | 15
|                            |  |                                                     
|2.3                         |  | POWERS AND DUTIES OF THE ADMINISTRATOR               |  | 15
|                            |  |                                                     
|2.4                         |  | RECORDS AND REPORTS                                  |  | 17
|                            |  |                                                     
|2.5                         |  | APPOINTMENT OF ADVISERS                              |  | 17
|                            |  |                                                     
|2.6                         |  | PAYMENT OF EXPENSES                                  |  | 17
|                            |  |                                                     
|2.7                         |  | CLAIMS PROCEDURE                                     |  | 17
|                            |  |                                                     
|2.8                         |  | CLAIMS REVIEW PROCEDURE                              |  | 18
|                           
|ARTICLE III                
|ELIGIBILITY                
|                            |  |                                                     
|3.1                         |  | CONDITIONS OF ELIGIBILITY                            |  | 18
|                            |  |                                                     
|3.2                         |  | EFFECTIVE DATE OF PARTICIPATION                      |  | 18
|                            |  |                                                     
|3.3                         |  | DETERMINATION OF ELIGIBILITY                         |  | 19
|                            |  |                                                     
|3.4                         |  | TERMINATION OF ELIGIBILITY                           |  | 19
|                            |  |                                                     
|3.5                         |  | OMISSION OF ELIGIBLE EMPLOYEE                        |  | 19
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|3.6                         |  | INCLUSION OF INELIGIBLE EMPLOYEE                     |  | 19
|                            |  |                                                     
|3.7                         |  | REHIRED EMPLOYEES AND BREAKS IN SERVICE              |  | 20
|                            |  |                                                     
|3.8                         |  | ELECTION NOT TO PARTICIPATE                          |  | 21
|                           
|ARTICLE IV                 
|CONTRIBUTION AND ALLOCATION
|                            |  |                                                     
|4.1                         |  | FORMULA FOR DETERMINING EMPLOYER CONTRIBUTION        |  | 21
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|4.2                         |  | PARTICIPANTS SALARY REDUCTION ELECTION              |  | 22
|                            |  |                                                     
|4.3                         |  | TIME OF PAYMENT OF EMPLOYER CONTRIBUTION             |  | 25
|                            |  |                                                     
|4.4                         |  | ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS |  | 25
|                            |  |                                                     
|4.5                         |  | ACTUAL DEFERRAL PERCENTAGE TESTS                     |  | 29
|                            |  |                                                     
|4.6                         |  | ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS       |  | 31
|                            |  |                                                     
|4.7                         |  | ACTUAL CONTRIBUTION PERCENTAGE TESTS                 |  | 34



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|                                           |  |                                                           |  |   
|------------------------------------------ |  | --------------------------------------------------------- |  | --
|                                           |  |                                                          
|4.8                                        |  | ADJUSTMENT TO ACTUAL CONTRIBUTION PERCENTAGE TESTS        |  | 36
|                                           |  |                                                          
|4.9                                        |  | MAXIMUM ANNUAL ADDITIONS                                  |  | 39
|                                           |  |                                                          
|4.10                                       |  | ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS                 |  | 41
|                                           |  |                                                          
|4.11                                       |  | ROLLOVERS AND PLAN-TO-PLAN TRANSFERS FROM QUALIFIED PLANS |  | 42
|                                           |  |                                                          
|4.12                                       |  | DIRECTED INVESTMENT ACCOUNT                               |  | 44
|                                           |  |                                                          
|4.13                                       |  | QUALIFIED MILITARY SERVICE                                |  | 46
|                                          
|ARTICLE V                                 
|VALUATIONS                                
|                                           |  |                                                          
|5.1                                        |  | VALUATION OF THE TRUST FUND                               |  | 47
|                                           |  |                                                          
|5.2                                        |  | METHOD OF VALUATION                                       |  | 47
|                                          
|ARTICLE VI                                
|DETERMINATION AND DISTRIBUTION OF BENEFITS
|                                           |  |                                                          
|6.1                                        |  | DETERMINATION OF BENEFITS UPON RETIREMENT                 |  | 47
|                                           |  |                                                          
|6.2                                        |  | DETERMINATION OF BENEFITS UPON DEATH                      |  | 47
|                                           |  |                                                          
|6.3                                        |  | DETERMINATION OF BENEFITS IN EVENT OF DISABILITY          |  | 49
|                                           |  |                                                          
|6.4                                        |  | DETERMINATION OF BENEFITS UPON TERMINATION                |  | 49
|                                           |  |                                                          
|6.5                                        |  | DISTRIBUTION OF BENEFITS                                  |  | 51
|                                           |  |                                                          
|6.6                                        |  | DISTRIBUTION OF BENEFITS UPON DEATH                       |  | 53
|                                           |  |                                                          
|6.7                                        |  | TIME OF SEGREGATION OR DISTRIBUTION                       |  | 54
|                                           |  |                                                          
|6.8                                        |  | DISTRIBUTION FOR MINOR OR INCOMPETENT BENEFICIARY         |  | 55
|                                           |  |                                                          
|6.9                                        |  | LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN            |  | 55
|                                           |  |                                                          
|6.10                                       |  | PRE-RETIREMENT DISTRIBUTION                               |  | 55
|                                           |  |                                                          
|6.11                                       |  | ADVANCE DISTRIBUTION FOR HARDSHIP                         |  | 56
|                                           |  |                                                          
|6.12                                       |  | QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION           |  | 57
|                                          
|ARTICLE VII                               
|TRUSTEE                                   
|                                           |  |                                                          
|7.1                                        |  | BASIC RESPONSIBILITIES OF THE TRUSTEE                     |  | 58
|                                           |  |                                                          
|7.2                                        |  | INVESTMENT POWERS AND DUTIES OF THE TRUSTEE               |  | 59
|                                           |  |                                                          
|7.3                                        |  | OTHER POWERS OF THE TRUSTEE                               |  | 59
|                                           |  |                                                          
|7.4                                        |  | LOANS TO PARTICIPANTS                                     |  | 61
|                                           |  |                                                          
|7.5                                        |  | DUTIES OF THE TRUSTEE REGARDING PAYMENTS                  |  | 63



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|                                   |  |                                                    |  |   
|---------------------------------- |  | -------------------------------------------------- |  | --
|                                   |  |                                                   
|7.6                                |  | TRUSTEES COMPENSATION AND EXPENSES AND TAXES      |  | 63
|                                   |  |                                                   
|7.7                                |  | ANNUAL REPORT OF THE TRUSTEE                       |  | 63
|                                   |  |                                                   
|7.8                                |  | AUDIT                                              |  | 64
|                                   |  |                                                   
|7.9                                |  | RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE     |  | 65
|                                   |  |                                                   
|7.10                               |  | TRANSFER OF INTEREST                               |  | 65
|                                   |  |                                                   
|7.11                               |  | TRUSTEE INDEMNIFICATION                            |  | 66
|                                   |  |                                                   
|7.12                               |  | DIRECT ROLLOVER                                    |  | 66
|                                  
|ARTICLE VIII                      
|AMENDMENT, TERMINATION AND MERGERS
|                                   |  |                                                   
|8.1                                |  | AMENDMENT                                          |  | 67
|                                   |  |                                                   
|8.2                                |  | TERMINATION                                        |  | 68
|                                   |  |                                                   
|8.3                                |  | MERGER, CONSOLIDATION OR TRANSFER OF ASSETS        |  | 68
|                                  
|ARTICLE IX                        
|TOP HEAVY                         
|                                   |  |                                                   
|9.1                                |  | TOP HEAVY PLAN REQUIREMENTS                        |  | 69
|                                   |  |                                                   
|9.2                                |  | DETERMINATION OF TOP HEAVY STATUS                  |  | 69
|                                  
|ARTICLE X                         
|MISCELLANEOUS                     
|                                   |  |                                                   
|10.1                               |  | PARTICIPANTS RIGHTS                               |  | 72
|                                   |  |                                                   
|10.2                               |  | ALIENATION                                         |  | 72
|                                   |  |                                                   
|10.3                               |  | CONSTRUCTION OF PLAN                               |  | 73
|                                   |  |                                                   
|10.4                               |  | GENDER AND NUMBER                                  |  | 73
|                                   |  |                                                   
|10.5                               |  | LEGAL ACTION                                       |  | 73
|                                   |  |                                                   
|10.6                               |  | PROHIBITION AGAINST DIVERSION OF FUNDS             |  | 73
|                                   |  |                                                   
|10.7                               |  | EMPLOYERS AND TRUSTEES PROTECTIVE CLAUSE         |  | 74
|                                   |  |                                                   
|10.8                               |  | INSURERS PROTECTIVE CLAUSE                        |  | 74
|                                   |  |                                                   
|10.9                               |  | RECEIPT AND RELEASE FOR PAYMENTS                   |  | 74
|                                   |  |                                                   
|10.10                              |  | ACTION BY THE EMPLOYER                             |  | 74
|                                   |  |                                                   
|10.11                              |  | NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY |  | 75
|                                   |  |                                                   
|10.12                              |  | HEADINGS                                           |  | 75
|                                   |  |                                                   
|10.13                              |  | APPROVAL BY INTERNAL REVENUE SERVICE               |  | 75
|                                   |  |                                                   
|10.14                              |  | UNIFORMITY                                         |  | 76



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|----------------------- |  | --------------------------------------------------- |  | --
|ARTICLE XI             
|PARTICIPATING EMPLOYERS
|                        |  |                                                    
|11.1                    |  | ADOPTION BY OTHER EMPLOYERS                         |  | 76
|                        |  |                                                    
|11.2                    |  | REQUIREMENTS OF PARTICIPATING EMPLOYERS             |  | 76
|                        |  |                                                    
|11.3                    |  | DESIGNATION OF AGENT                                |  | 76
|                        |  |                                                    
|11.4                    |  | EMPLOYEE TRANSFERS                                  |  | 76
|                        |  |                                                    
|11.5                    |  | PARTICIPATING EMPLOYER CONTRIBUTION AND FORFEITURES |  | 77
|                        |  |                                                    
|11.6                    |  | AMENDMENT                                           |  | 77
|                        |  |                                                    
|11.7                    |  | DISCONTINUANCE OF PARTICIPATION                     |  | 77
|                        |  |                                                    
|11.8                    |  | ADMINISTRATORS AUTHORITY                           |  | 77



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SPIRE CORPORATION 401(K) PROFIT SHARING PLAN



THIS AGREEMENT, hereby made and entered into this 28th day of January 2004, by and between Spire Corporation (herein
referred to as the Employer) and Roger G. Little and John A. Tarello (herein referred to as the Trustee).



W I T N E S S E T H:



WHEREAS, the Employer heretofore established a Profit Sharing Plan and Trust effective January 1, 1985, (hereinafter called the Effective
Date) known as Spire Corporation 401(k) Profit Sharing Plan (herein referred to as the Plan) in recognition of the contribution made to its successful operation by its employees and for the exclusive benefit of its eligible
employees; and



WHEREAS, under the terms of the Plan, the
Employer has the ability to amend the Plan, provided the Trustee joins in such amendment if the provisions of the Plan affecting the Trustee are amended;



NOW, THEREFORE, effective January 1, 2003, except as otherwise provided, the Employer and the Trustee in accordance with the provisions of the Plan
pertaining to amendments thereof, hereby amend the Plan in its entirety and restate the Plan to provide as follows:



ARTICLE I

DEFINITIONS



1.1 Act means the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.



1.2 Administrator means the Employer unless
another person or entity has been designated by the Employer pursuant to Section 2.2 to administer the Plan on behalf of the Employer.



1.3 Affiliated Employer means any corporation which is a member of a controlled group of corporations (as defined in Code Section 414(b))
which includes the Employer; any trade or business (whether or not incorporated) which is under common control (as defined in Code Section 414(c)) with the Employer; any organization (whether or not incorporated) which is a member of an affiliated
service group (as defined in Code Section 414(m)) which includes the Employer; and any other entity required to be aggregated with the Employer pursuant to Regulations under Code Section 414(o).



1.4 Aggregate Account means, with respect to each Participant,
the value of all accounts maintained on behalf of a Participant, whether attributable to Employer or Employee contributions, subject to the provisions of Section 9.2.



1.5 Anniversary Date means the last day of the Plan Year.



1.6 Beneficiary means the person (or entity) to whom the share of
a deceased Participants total account is payable, subject to the restrictions of Sections 6.2 and 6.6.



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1.7 Code means the Internal Revenue Code of 1986, as amended or replaced from time to time.



1.8 Compensation with respect to any Participant
means such Participants wages, salaries, fees for professional services and other amounts received (without regard to whether or not an amount is paid in cash) for personal services actually rendered in the course of employment with the
Employer maintaining the Plan to the extent that the amounts are includible in gross income (including, but not limited to, commissions paid salesmen, compensation for services on the basis of a percentage of profits, commissions on insurance
premiums, tips, bonuses, fringe benefits, and reimbursements or other expense allowances under a nonaccountable plan as described in Regulation 1.62-2(c)) for a Plan Year.



Compensation shall exclude (a)(1) contributions made by the Employer to a plan of deferred compensation to the extent that,
the contributions are not includible in the gross income of the Participant for the taxable year in which contributed, (2) Employer contributions made on behalf of an Employee to a simplified employee pension plan described in Code Section 408(k) to
the extent such contributions are excludable from the Employees gross income, (3) any distributions from a plan of deferred compensation; (b) amounts realized from the exercise of a non-qualified stock option, or when restricted stock (or
property) held by an Employee either becomes freely transferable or is no longer subject to a substantial risk of forfeiture; (c) amounts realized from the sale, exchange or other disposition of stock acquired under a qualified stock option; and (d)
other amounts which receive special tax benefits, or contributions made by the Employer (whether or not under a salary reduction agreement) towards the purchase of any annuity contract described in Code Section 403(b) (whether or not the
contributions are actually excludable from the gross income of the Employee).



For purposes of this Section, the determination of Compensation shall be made by:



(a) including amounts which are contributed by the Employer pursuant to a salary reduction agreement and which are not includible in the
gross income of the Participant under Code Sections 125, 132(f)(4)for Plan Years beginning after December 31, 2000, 402(e)(3), 402(h)(1)(B), 403(b) or 457(b), and Employee contributions described in Code Section 414(h)(2) that are treated as
Employer contributions.



For a Participants initial year
of participation, Compensation shall be recognized for the entire Plan Year.



Compensation in excess of $150,000 (or such other amount provided in the Code) shall be disregarded for all purposes other than for purposes of salary deferral elections pursuant to Section 4.2. Such amount shall be
adjusted for increases in the cost of living in accordance with Code Section 401(a)(17)(B), except that the dollar increase in effect on January 1 of any calendar year shall be effective for the Plan Year beginning with or within such calendar year.
For any short Plan Year the Compensation limit shall be an amount equal to the Compensation limit for the calendar year in which the Plan Year begins multiplied by the ratio obtained by dividing the number of full months in the short Plan Year by
twelve (12).



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For Plan Years beginning after December 31, 1996, for purposes of determining Compensation, the family
member aggregation rules of Code Section 401(a)(17) and Code Section 414(q)(6) (as in effect prior to the Small Business Job Protection Act of 1996) are eliminated.



If any class of Employees is excluded from the Plan, then Compensation for any Employee who becomes eligible or ceases to be
eligible to participate during a Plan Year shall only include Compensation while the Employee is an Eligible Employee.



For purposes of this Section, if the Plan is a plan described in Code Section 413(c) or 414(f) (a plan maintained by more than one Employer), the
limitation applies separately with respect to the Compensation of any Participant from each Employer maintaining the Plan.



1.9 Contract or Policy means any life insurance policy, retirement income policy or annuity contract (group or individual) issued
pursuant to the terms of the Plan. In the event of any conflict between the terms of this Plan and the terms of any contract purchased hereunder, the Plan provisions shall control.



1.10 Deferred Compensation with respect to any Participant means the amount of the Participants total
Compensation which has been contributed to the Plan in accordance with the Participants deferral election pursuant to Section 4.2 excluding any such amounts distributed as excess annual additions pursuant to Section 4.10(a).



1.11 Designated Investment Alternative means a
specific investment identified by name by the Employer (or such other Fiduciary who has been given the authority to select investment options) as an available investment under the Plan to which Plan assets may be invested by the Trustee pursuant to
the investment direction of a Participant.



1.12 Directed
Investment Option means one or more of the following:



(a) a Designated Investment Alternative.



(b) any other investment permitted by the Plan and the Participant Direction Procedures to which Plan assets may be invested by the Trustee pursuant to the investment direction of a Participant.



1.13 Early Retirement Date. This Plan does not provide for a
retirement date prior to Normal Retirement Date.



1.14
Elective Contribution means the Employer contributions to the Plan of Deferred Compensation excluding any such amounts distributed as excess annual additions pursuant to Section 4.10(a). In addition, any Employer Qualified
Non-Elective Contribution made pursuant to Section 4.6(b) which is used to satisfy the Actual Deferral Percentage tests shall be considered an Elective Contribution for purposes of the Plan. Any contributions deemed to be Elective
Contributions (whether or not used to satisfy the Actual Deferral Percentage tests or the Actual Contribution Percentage tests) shall be subject to the requirements of Sections 4.2(b) and 4.2(c) and shall further be required
to satisfy the nondiscrimination requirements of Regulation 1.401(k)-1(b)(5) and Regulation 1.401(m)-1(b)(5), the provisions of which are specifically incorporated herein by reference.



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1.15 Eligible Employee means any Employee.



Employees whose employment is governed by the terms of a collective
bargaining agreement between Employee representatives (within the meaning of Code Section 7701(a)(46)) and the Employer under which retirement benefits were the subject of good faith bargaining between the parties will not be eligible to participate
in this Plan unless such agreement expressly provides for coverage in this Plan.



Employees who are nonresident aliens (within the meaning of Code Section 7701(b)(1)(B)) and who receive no earned income (within the meaning of Code Section 911(d)(2)) from the Employer which constitutes income from
sources within the United States (within the meaning of Code Section 861(a)(3)) shall not be eligible to participate in this Plan.



Employees of Affiliated Employers shall not be eligible to participate in this Plan unless such Affiliated Employers have specifically adopted this Plan
in writing.



Employees classified by the Employer as
independent contractors who are subsequently determined by the Internal Revenue Service to be Employees shall not be Eligible Employees.



1.16 Employee means any person who is employed by the Employer or Affiliated Employer, and excludes any person who is employed as an
independent contractor. Employee shall include Leased Employees within the meaning of Code Sections 414(n)(2) and 414(o)(2) unless such Leased Employees are covered by a plan described in Code Section 414(n)(5) and such Leased Employees do not
constitute more than 20% of the recipients non-highly compensated work force.



1.17 Employer means Spire Corporation and any successor which shall maintain this Plan; and any predecessor which has maintained this Plan. The Employer is a corporation, with principal offices in the
Commonwealth of Massachusetts. In addition, where appropriate, the term Employer shall include any Participating Employer (as defined in Section 11.1) which shall adopt this Plan.



1.18 Excess Aggregate Contributions means, with respect to any Plan Year, the excess of the aggregate amount of
the Employer matching contributions made pursuant to Section 4.1(b) and any qualified non-elective contributions or elective deferrals taken into account pursuant to Section 4.7(c) on behalf of Highly Compensated Participants for such Plan Year,
over the maximum amount of such contributions permitted under the limitations of Section 4.7(a) (determined by hypothetically reducing contributions made on behalf of Highly Compensated Participants in order of the actual contribution ratios
beginning with the highest of such ratios). Such determination shall be made after first taking into account corrections of any Excess Deferred Compensation pursuant to Section 4.2 and taking into account any adjustments of any Excess Contributions
pursuant to Section 4.6.



1.19 Excess Contributions
means, with respect to a Plan Year, the excess of Elective Contributions used to satisfy the Actual Deferral Percentage tests made on behalf of Highly Compensated Participants for the Plan Year over the maximum amount of such
contributions



4



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permitted under Section 4.5(a) (determined by hypothetically reducing contributions made on behalf of Highly Compensated
Participants in order of the actual deferral ratios beginning with the highest of such ratios). Excess Contributions shall be treated as an annual addition pursuant to Section 4.9(b).



1.20 Excess Deferred Compensation means, with respect to any
taxable year of a Participant, the excess of the aggregate amount of such Participants Deferred Compensation and the elective deferrals pursuant to Section 4.2(f) actually made on behalf of such Participant for such taxable year, over the
dollar limitation provided for in Code Section 402(g), which is incorporated herein by reference. Excess Deferred Compensation shall be treated as an annual addition pursuant to Section 4.9(b) when contributed to the Plan unless
distributed to the affected Participant not later than the first April 15th following the close of the Participants taxable year. Additionally, for purposes of Sections 9.2 and 4.4(f), Excess Deferred Compensation shall continue to be treated
as Employer contributions even if distributed pursuant to Section 4.2(f). However, Excess Deferred Compensation of Non-Highly Compensated Participants is not taken into account for purposes of Section 4.5(a) to the extent such Excess Deferred
Compensation occurs pursuant to Section 4.2(d).



1.21
Fiduciary means any person who (a) exercises any discretionary authority or discretionary control respecting management of the Plan or exercises any authority or control respecting management or disposition of its assets, (b) renders
investment advice for a fee or other compensation, direct or indirect, with respect to any monies or other property of the Plan or has any authority or responsibility to do so, or (c) has any discretionary authority or discretionary responsibility
in the administration of the Plan.



1.22 Fiscal
Year means the Employers accounting year of 12 months commencing on January 1st of each year and ending the following December 31st.



1.23 Forfeiture means that portion of a Participants Account that is not Vested, and occurs on the earlier of:



(a) the distribution of the entire Vested portion of the
Participants Account of a Former Participant who has severed employment with the Employer. For purposes of this provision, if the Former Participant has a Vested benefit of zero, then such Former Participant shall be deemed to have received a
distribution of such Vested benefit as of the year in which the severance of employment occurs, or



(b) the last day of the Plan Year in which a Former Participant who has severed employment with the Employer incurs five (5) consecutive
1-Year Breaks in Service.



Regardless of the preceding
provisions, if a Former Participant is eligible to share in the allocation of Employer contributions or Forfeitures in the year in which the Forfeiture would otherwise occur, then the Forfeiture will not occur until the end of the first Plan Year
for which the Former Participant is not eligible to share in the allocation of Employer contributions or Forfeitures. Furthermore, the term Forfeiture shall also include amounts deemed to be Forfeitures pursuant to any other provision of
this Plan.



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1.24 Former Participant means a person who has been a Participant, but who has ceased to be a
Participant for any reason.



1.25 415 Compensation
with respect to any Participant means such Participants wages, salaries, fees for professional services and other amounts received (without regard to whether or not an amount is paid in cash) for personal services actually rendered in the
course of employment with the Employer maintaining the Plan to the extent that the amounts are includible in gross income (including, but not limited to, commissions paid salesmen, compensation for services on the basis of a percentage of profits,
commissions on insurance premiums, tips, bonuses, fringe benefits, and reimbursements or other expense allowances under a nonaccountable plan as described in Regulation 1.62-2(c)) for a Plan Year.



415 Compensation shall exclude (a)(1) contributions made by the
Employer to a plan of deferred compensation to the extent that, the contributions are not includible in the gross income of the Participant for the taxable year in which contributed, (2) Employer contributions made on behalf of an Employee to a
simplified employee pension plan described in Code Section 408(k) to the extent such contributions are excludable from the Employees gross income, (3) any distributions from a plan of deferred compensation; (b) amounts realized from the
exercise of a non-qualified stock option, or when restricted stock (or property) held by an Employee either becomes freely transferable or is no longer subject to a substantial risk of forfeiture; (c) amounts realized from the sale, exchange or
other disposition of stock acquired under a qualified stock option; and (d) other amounts which receive special tax benefits, or contributions made by the Employer (whether or not under a salary reduction agreement) towards the purchase of any
annuity contract described in Code Section 403(b) (whether or not the contributions are actually excludable from the gross income of the Employee).



For limitation years beginning after December 31, 1997, for purposes of this Section, the determination of 415 Compensation shall
include any elective deferral (as defined in Code Section 402(g)(3)), and any amount which is contributed or deferred by the Employer at the election of the Participant and which is not includible in the gross income of the Participant by reason of
Code Sections 125, 132(f)(4) for limitation years beginning after December 31, 2000 or 457.



1.26 414(s) Compensation means any definition of compensation that satisfies the nondiscrimination requirements of Code Section 414(s) and the
Regulations thereunder. The period for determining 414(s) Compensation must be either the Plan Year or the calendar year ending with or within the Plan Year. An Employer may further limit the period taken into account to that part of the Plan Year
or calendar year in which an Employee was a Participant in the component of the Plan being tested. The period used to determine 414(s) Compensation must be applied uniformly to all Participants for the Plan Year.



For Plan Years beginning after December 31, 1996, for purposes of this
Section, the family member aggregation rules of Code Section 414(q)(6) (as in effect prior to the Small Business Job Protection Act of 1996) are eliminated.



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1.27 Highly Compensated Employee means, for Plan Years beginning after December 31, 1996, an
Employee described in Code Section 414(q) and the Regulations thereunder, and generally means any Employee who:



(a) was a five percent owner as defined in Section 1.33(c) at any time during the determination year or the
look-back year; or



(b) for the
look-back year had 415 Compensation from the Employer in excess of $80,000 and was in the Top-Paid Group for the look-back year. The $80,000 amount is adjusted at the same time and in the same manner as under Code
Section 415(d), except that the base period is the calendar quarter ending September 30, 1996.



The determination year means the Plan Year for which testing is being performed, and the look-back year means the immediately preceding twelve (12) month period.



A highly compensated former Employee is based on the rules applicable to
determining Highly Compensated Employee status as in effect for the determination year, in accordance with Regulation 1.414(q)-1T, A-4 and IRS Notice 97-45 (or any superseding guidance).



In determining whether an Employee is a Highly Compensated Employee for a
Plan Year beginning in 1997, the amendments to Code Section 414(q) stated above are treated as having been in effect for years beginning in 1996.



For purposes of this Section, for Plan Years beginning prior to January 1, 1998, the determination of 415 Compensation shall be made by
including amounts that would otherwise be excluded from a Participants gross income by reason of the application of Code Sections 125, 402(e)(3), 402(h)(1)(B), and, in the case of Employer contributions made pursuant to a salary reduction
agreement, Code Section 403(b).



In determining who is a Highly
Compensated Employee, Employees who are non-resident aliens and who received no earned income (within the meaning of Code Section 911(d)(2)) from the Employer constituting United States source income within the meaning of Code Section 861(a)(3)
shall not be treated as Employees. Additionally, all Affiliated Employers shall be taken into account as a single employer and Leased Employees within the meaning of Code Sections 414(n)(2) and 414(o)(2) shall be considered Employees unless such
Leased Employees are covered by a plan described in Code Section 414(n)(5) and are not covered in any qualified plan maintained by the Employer. The exclusion of Leased Employees for this purpose shall be applied on a uniform and consistent basis
for all of the Employers retirement plans. Highly Compensated Former Employees shall be treated as Highly Compensated Employees without regard to whether they performed services during the determination year.



1.28 Highly Compensated Participant means any Highly Compensated
Employee who is eligible to participate in the component of the Plan being tested.



1.29 Hour of Service means, for purposes of eligibility for participation, each hour for which an Employee is paid or entitled to payment for the performance of duties for the Employer.



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1.30 Hour of Service means, for purposes of vesting and benefit accrual, (1) each hour for
which an Employee is directly or indirectly compensated or entitled to compensation by the Employer for the performance of duties (these hours will be credited to the Employee for the computation period in which the duties are performed); (2) each
hour for which an Employee is directly or indirectly compensated or entitled to compensation by the Employer (irrespective of whether the employment relationship has terminated) for reasons other than performance of duties (such as vacation,
holidays, sickness, jury duty, disability, lay-off, military duty or leave of absence) during the applicable computation period (these hours will be calculated and credited pursuant to Department of Labor regulation 2530.200b-2 which is incorporated
herein by reference); (3) each hour for which back pay is awarded or agreed to by the Employer without regard to mitigation of damages (these hours will be credited to the Employee for the computation period or periods to which the award or
agreement pertains rather than the computation period in which the award, agreement or payment is made). The same Hours of Service shall not be credited both under (1) or (2), as the case may be, and under (3).



Notwithstanding (2) above, (i) no more than 501 Hours of Service are required
to be credited to an Employee on account of any single continuous period during which the Employee performs no duties (whether or not such period occurs in a single computation period); (ii) an hour for which an Employee is directly or indirectly
paid, or entitled to payment, on account of a period during which no duties are performed is not required to be credited to the Employee if such payment is made or due under a plan maintained solely for the purpose of complying with applicable
workers compensation, or unemployment compensation or disability insurance laws; and (iii) Hours of Service are not required to be credited for a payment which solely reimburses an Employee for medical or medically related expenses incurred by
the Employee.



For purposes of (2) above, a payment shall be
deemed to be made by or due from the Employer regardless of whether such payment is made by or due from the Employer directly, or indirectly through, among others, a trust fund, or insurer, to which the Employer contributes or pays premiums and
regardless of whether contributions made or due to the trust fund, insurer, or other entity are for the benefit of particular Employees or are on behalf of a group of Employees in the aggregate.



For purposes of this Section, Hours of Service will be credited for
employment with other Affiliated Employers. The provisions of Department of Labor regulations 2530.200b-2(b) and (c) are incorporated herein by reference.



1.31 Income means the income or losses allocable to Excess Deferred Compensation, Excess Contributions or Excess Aggregate Contributions which
amount shall be allocated in the same manner as income or losses are allocated pursuant to Section 4.4(e).



1.32 Investment Manager means an entity that (a) has the power to manage, acquire, or dispose of Plan assets and (b) acknowledges fiduciary
responsibility to the Plan in writing. Such entity must be a person, firm, or corporation registered as an investment adviser under the Investment Advisers Act of 1940, a bank, or an insurance company.



1.33 Key Employee means an Employee as defined in Code Section
416(i) and the Regulations thereunder. Generally, any Employee or former Employee (as well as each of the Employees or former Employees Beneficiaries) is considered a Key Employee if the Employee,



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at any time during the Plan Year that contains the Determination Date or any of the preceding four (4) Plan
Years, has been included in one of the following categories:



(a) an officer of the Employer (as that term is defined within the meaning of the Regulations under Code Section 416) having annual 415 Compensation greater than 50 percent of the amount in effect under
Code Section 415(b)(1)(A) for any such Plan Year.



(b) one of the ten employees having annual 415 Compensation from the Employer for a Plan Year greater than the dollar limitation in effect under Code Section 415(c)(1)(A) for the calendar year in which such Plan Year ends and
owning (or considered as owning within the meaning of Code Section 318) both more than one-half percent interest and the largest interests in the Employer.



(c) a five percent owner of the Employer. Five percent owner means any person who owns (or is considered as owning
within the meaning of Code Section 318) more than five percent (5%) of the outstanding stock of the Employer or stock possessing more than five percent (5%) of the total combined voting power of all stock of the Employer or, in the case of an
unincorporated business, any person who owns more than five percent (5%) of the capital or profits interest in the Employer. In determining percentage ownership hereunder, employers that would otherwise be aggregated under Code Sections 414(b), (c),
(m) and (o) shall be treated as separate employers.



(d) a one percent owner of the Employer having an annual 415 Compensation from the Employer of more than $150,000. One percent owner means any person who owns (or is considered as owning within the
meaning of Code Section 318) more than one percent (1%) of the outstanding stock of the Employer or stock possessing more than one percent (1%) of the total combined voting power of all stock of the Employer or, in the case of an unincorporated
business, any person who owns more than one percent (1%) of the capital or profits interest in the Employer. In determining percentage ownership hereunder, employers that would otherwise be aggregated under Code Sections 414(b), (c), (m) and (o)
shall be treated as separate employers. However, in determining whether an individual has 415 Compensation of more than $150,000, 415 Compensation from each employer required to be aggregated under Code Sections 414(b), (c),
(m) and (o) shall be taken into account.



For purposes of this
Section, the determination of 415 Compensation shall be made by including amounts which are contributed by the Employer pursuant to a salary reduction agreement and which are not includible in the gross income of the Participant under
Code Sections 125, 132(f)(4)for Plan Years beginning after December 31, 2000, 402(e)(3), 402(h)(1)(B), 403(b) or 457(b), and Employee contributions described in Code Section 414(h)(2) that are treated as Employer contributions.



1.34 Late Retirement Date means the first day of the month
coinciding with or next following a Participants actual Retirement Date after having reached Normal Retirement Date.



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1.35 Leased Employee means, for Plan Years beginning after December 31, 1996, any person
(other than an Employee of the recipient Employer) who pursuant to an agreement between the recipient Employer and any other person or entity (leasing organization) has performed services for the recipient (or for the recipient and
related persons determined in accordance with Code Section 414(n)(6)) on a substantially full time basis for a period of at least one year, and such services are performed under primary direction or control by the recipient Employer. Contributions
or benefits provided a Leased Employee by the leasing organization which are attributable to services performed for the recipient Employer shall be treated as provided by the recipient Employer. Furthermore, Compensation for a Leased Employee shall
only include Compensation from the leasing organization that is attributable to services performed for the recipient Employer. A Leased Employee shall not be considered an Employee of the recipient Employer:



(a) if such employee is covered by a money purchase pension
plan providing:



(1) a nonintegrated employer contribution
rate of at least 10% of compensation, as defined in Code Section 415(c)(3), but for Plan Years beginning prior to January 1, 1998, including amounts which are contributed by the Employer pursuant to a salary reduction agreement and which are not
includible in the gross income of the Participant under Code Sections 125, 402(e)(3), 402(h)(1)(B), 403(b) or 457(b), and Employee contributions described in Code Section 414(h)(2) that are treated as Employer contributions, and for Plan Years
beginning prior to January 1, 2001, excluding amounts that are not includible in gross income under Code Section 132(f)(4);



(2) immediate participation;



(3) full and immediate vesting; and



(b) if Leased Employees do not constitute more than 20% of the recipient Employers nonhighly compensated work force.



1.36 Non-Elective Contribution means the Employer contributions
to the Plan excluding, however, contributions made pursuant to the Participants deferral election provided for in Section 4.2 and any Qualified Non-Elective Contribution used in the Actual Deferral Percentage tests.



1.37 Non-Highly Compensated Participant means, for Plan Years
beginning after December 31, 1996, any Participant who is not a Highly Compensated Employee. However, for purposes of Section 4.5(a) and Section 4.6, if the prior year testing method is used, a Non-Highly Compensated Participant shall be determined
using the definition of Highly Compensated Employee in effect for the preceding Plan Year.



1.38 Non-Key Employee means any Employee or former Employee (and such Employees or former Employees Beneficiaries) who is not, and has never been a Key Employee.



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1.39 Normal Retirement Age means the date the Participant attains age 591/2. A Participant shall become fully Vested in the Participants Account upon attaining Normal Retirement Age.



1.40 Normal Retirement Date means the first
day of the month coinciding with or next following the Participants Normal Retirement Age.



1.41 1-Year Break in Service means, for purposes of eligibility for participation, a Period of Severance of at least 12 consecutive months.



1.42 1-Year Break in Service means, for purposes
of vesting, the applicable computation period during which an Employee has not completed more than 500 Hours of Service with the Employer. Further, solely for the purpose of determining whether a Participant has incurred a 1-Year Break in Service,
Hours of Service shall be recognized for authorized leaves of absence and maternity and paternity leaves of absence. Years of Service and 1-Year Breaks in Service shall be measured on the same computation period.



Authorized leave of absence means an unpaid, temporary
cessation from active employment with the Employer pursuant to an established nondiscriminatory policy, whether occasioned by illness, military service, or any other reason.



A maternity or paternity leave of absence means an absence from work for any period by reason of the
Employees pregnancy, birth of the Employees child, placement of a child with the Employee in connection with the adoption of such child, or any absence for the purpose of caring for such child for a period immediately following such
birth or placement. For this purpose, Hours of Service shall be credited for the computation period in which the absence from work begins, only if credit therefore is necessary to prevent the Employee from incurring a 1-Year Break in Service, or, in
any other case, in the immediately following computation period. The Hours of Service credited for a maternity or paternity leave of absence shall be those which would normally have been credited but for such absence, or, in any case in
which the Administrator is unable to determine such hours normally credited, eight (8) Hours of Service per day. The total Hours of Service required to be credited for a maternity or paternity leave of absence shall not exceed the number
of Hours of Service needed to prevent the Employee from incurring a 1-Year Break in Service.



1.43 Participant means any Eligible Employee who participates in the Plan and has not for any reason become ineligible to participate further in the Plan.



1.44 Participant Direction Procedures means such instructions,
guidelines or policies, the terms of which are incorporated herein, as shall be established pursuant to Section 4.12 and observed by the Administrator and applied and provided to Participants who have Participant Directed Accounts.



1.45 Participants Account means the account established and
maintained by the Administrator for each Participant with respect to such Participants total interest in the Plan and Trust resulting from the Employer Non-Elective Contributions.



A separate accounting shall be maintained with respect to that portion of the Participants Account attributable to
Employer matching contributions made pursuant to Section 4.1(b), Employer discretionary contributions made pursuant to Section 4.1(c) and any Employer Qualified Non-Elective Contributions.



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1.46 Participants Combined Account means the total aggregate amount of each
Participants Elective Account and Participants Account.



1.47 Participants Directed Account means that portion of a Participants interest in the Plan with respect to which the Participant has directed the investment in accordance with the Participant Direction Procedure.



1.48 Participants Elective Account means the
account established and maintained by the Administrator for each Participant with respect to the Participants total interest in the Plan and Trust resulting from the Employer Elective Contributions used to satisfy the Actual Deferral
Percentage tests. A separate accounting shall be maintained with respect to that portion of the Participants Elective Account attributable to such Elective Contributions pursuant to Section 4.2 and any Employer Qualified Non-Elective
Contributions.



1.49 Participants Transfer/Rollover
Account means the account established and maintained by the Administrator for each Participant with respect to the Participants total interest in the Plan resulting from amounts transferred to this Plan from a direct plan-to-plan
transfer and/or with respect to such Participants interest in the Plan resulting from amounts transferred from another qualified plan or conduit Individual Retirement Account in accordance with Section 4.11.



A separate accounting shall be maintained with respect to that portion of the
Participants Transfer/Rollover Account attributable to transfers (within the meaning of Code Section 414(l)) and rollovers.



1.50 Period of Service means the aggregate of all periods commencing with the Employees first day of employment or reemployment with the
Employer or Affiliated Employer and ending on the date a 1-Year Break in Service begins. The first day of employment or reemployment is the first day the Employee performs an Hour of Service. An Employee will also receive partial credit for any
Period of Severance of less than twelve (12) consecutive months. Fractional periods of a year will be expressed in terms of days.



1.51 Period of Severance means a continuous period of time during which the Employee is not employed by the Employer. Such period begins on
the date the Employee retires, quits or is discharged, or if earlier, the twelve (12) month anniversary of the date on which the Employee was otherwise first absent from service.



In the case of an individual who is absent from work for maternity or paternity reasons, the twelve (12) consecutive month
period beginning on the first anniversary of the first day of such absence shall not constitute a 1-Year Break in Service. For purposes of this paragraph, an absence from work for maternity or paternity reasons means an absence (a) by reason of the
pregnancy of the individual, (b) by reason of the birth of a child of the individual, (c) by reason of the placement of a child with the individual in connection with the adoption of such child by such individual, or (d) for purposes of caring for
such child for a period beginning immediately following such birth or placement.



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1.52 Plan means this instrument, including all amendments thereto.



1.53 Plan Year means the Plans accounting year of twelve
(12) months commencing on January 1st of each year and ending the following December 31st.



1.54 Qualified Non-Elective Contribution means any Employer contributions made pursuant to Section 4.6(b) and Section 4.8(f). Such contributions shall be considered an Elective Contribution for the
purposes of the Plan and used to satisfy the Actual Deferral Percentage tests or the Actual Contribution Percentage tests.



1.55 Regulation means the Income Tax Regulations as promulgated by the Secretary of the Treasury or a delegate of the Secretary of the
Treasury, and as amended from time to time.



1.56 Retired
Participant means a person who has been a Participant, but who has become entitled to retirement benefits under the Plan.



1.57 Retirement Date means the date as of which a Participant retires for reasons other than Total and Permanent Disability, whether such
retirement occurs on a Participants Normal Retirement Date or Late Retirement Date (see Section 6.1).



1.58 Terminated Participant means a person who has been a Participant, but whose employment has been terminated other than by death, Total and
Permanent Disability or retirement.



1.59 Top Heavy
Plan means a plan described in Section 9.2(a).



1.60
Top Heavy Plan Year means a Plan Year during which the Plan is a Top Heavy Plan.



1.61 Top-Paid Group means the top 20 percent of Employees who performed services for the Employer during the applicable year, ranked according to the amount of 415 Compensation received from
the Employer during such year. All Affiliated Employers shall be taken into account as a single employer, and Leased Employees within the meaning of Code Sections 414(n)(2) and 414(o)(2) shall be considered Employees unless such Leased Employees are
covered by a plan described in Code Section 414(n)(5) and are not covered in any qualified plan maintained by the Employer. Employees who are non-resident aliens who received no earned income (within the meaning of Code Section 911(d)(2)) from the
Employer constituting United States source income within the meaning of Code Section 861(a)(3) shall not be treated as Employees. Furthermore, for the purpose of determining the number of active Employees in any year, the following additional
Employees shall also be excluded, however, such Employees shall still be considered for the purpose of identifying the particular Employees in the Top-Paid Group:



(a) Employees with less than six (6) months of service;



(b) Employees who normally work less than 171/2hours per week;



(c) Employees who normally work less than six (6) months during a year; and



(d) Employees who have not yet attained age twenty-one (21).



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In addition, if 90 percent or more of the Employees of the Employer are covered under agreements the
Secretary of Labor finds to be collective bargaining agreements between Employee representatives and the Employer, and the Plan covers only Employees who are not covered under such agreements, then Employees covered by such agreements shall be
excluded from both the total number of active Employees as well as from the identification of particular Employees in the Top-Paid Group.



The foregoing exclusions set forth in this Section shall be applied on a uniform and consistent basis for all purposes for which the Code Section 414(q)
definition is applicable.



1.62 Total and Permanent
Disability means a physical or mental condition of a Participant resulting from bodily injury, disease, or mental disorder which renders such Participant incapable of continuing usual and customary employment with the Employer. The disability
of a Participant shall be determined by a licensed physician chosen by the Administrator. The determination shall be applied uniformly to all Participants.



1.63 Trustee means the person or entity named as trustee herein or in any separate trust forming a part of this Plan, and any successors.



1.64 Trust Fund means the assets of the Plan and
Trust as the same shall exist from time to time.



1.65
Valuation Date means the Anniversary Date and may include any other date or dates deemed necessary or appropriate by the Administrator for the valuation of the Participants accounts during the Plan Year, which may include any day
that the Trustee, any transfer agent appointed by the Trustee or the Employer or any stock exchange used by such agent, are open for business.



1.66 Vested means the nonforfeitable portion of any account maintained on behalf of a Participant.



1.67 Year of Service means the computation period of twelve (12)
consecutive months, herein set forth, during which an Employee has at least 1000 Hours of Service.



For vesting purposes, the computation periods shall be the Plan Year, including periods prior to the Effective Date of the Plan.



The computation period shall be the Plan Year if not otherwise set forth
herein.



Notwithstanding the foregoing, for any short Plan
Year, the determination of whether an Employee has completed a Year of Service shall be made in accordance with Department of Labor regulation 2530.203-2(c).



Years of Service with any Affiliated Employer shall be recognized.



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ARTICLE II

ADMINISTRATION



2.1 POWERS AND RESPONSIBILITIES OF THE EMPLOYER



(a) In addition to the general powers and responsibilities otherwise provided for in this Plan, the Employer shall be empowered to appoint and remove the Trustee and the Administrator from time to time as it deems
necessary for the proper administration of the Plan to ensure that the Plan is being operated for the exclusive benefit of the Participants and their Beneficiaries in accordance with the terms of the Plan, the Code, and the Act. The Employer may
appoint counsel, specialists, advisers, agents (including any nonfiduciary agent) and other persons as the Employer deems necessary or desirable in connection with the exercise of its fiduciary duties under this Plan. The Employer may compensate
such agents or advisers from the assets of the Plan as fiduciary expenses (but not including any business (settlor) expenses of the Employer), to the extent not paid by the Employer.



(b) The Employer shall establish a funding policy and method, i.e., it shall determine whether
the Plan has a short run need for liquidity (e.g., to pay benefits) or whether liquidity is a long run goal and investment growth (and stability of same) is a more current need, or shall appoint a qualified person to do so. The Employer or its
delegate shall communicate such needs and goals to the Trustee, who shall coordinate such Plan needs with its investment policy. The communication of such a funding policy and method shall not, however, constitute a directive to the
Trustee as to the investment of the Trust Funds. Such funding policy and method shall be consistent with the objectives of this Plan and with the requirements of Title I of the Act.



(c) The Employer shall periodically review the performance
of any Fiduciary or other person to whom duties have been delegated or allocated by it under the provisions of this Plan or pursuant to procedures established hereunder. This requirement may be satisfied by formal periodic review by the Employer or
by a qualified person specifically designated by the Employer, through day-to-day conduct and evaluation, or through other appropriate ways.



2.2 DESIGNATION OF ADMINISTRATIVE AUTHORITY



The Employer shall be the Administrator. The Employer may appoint any person, including, but not limited to, the Employees of the Employer, to perform the
duties of the Administrator. Any person so appointed shall signify acceptance by filing written acceptance with the Employer. Upon the resignation or removal of any individual performing the duties of the Administrator, the Employer may designate a
successor.



2.3 POWERS AND DUTIES OF THE
ADMINISTRATOR



The primary responsibility of the Administrator
is to administer the Plan for the exclusive benefit of the Participants and their Beneficiaries, subject to the specific terms of the Plan. The Administrator shall administer the Plan in accordance with its terms and shall have the



15



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power and discretion to construe the terms of the Plan and to determine all questions arising in connection with the
administration, interpretation, and application of the Plan. Any such determination by the Administrator shall be conclusive and binding upon all persons. The Administrator may establish procedures, correct any defect, supply any information, or
reconcile any inconsistency in such manner and to such extent as shall be deemed necessary or advisable to carry out the purpose of the Plan; provided, however, that any procedure, discretionary act, interpretation or construction shall be done in a
nondiscriminatory manner based upon uniform principles consistently applied and shall be consistent with the intent that the Plan shall continue to be deemed a qualified plan under the terms of Code Section 401(a), and shall comply with the terms of
the Act and all regulations issued pursuant thereto. The Administrator shall have all powers necessary or appropriate to accomplish the Administrators duties under the Plan.



The Administrator shall be charged with the duties of the general administration of the Plan as set forth under the terms of
the Plan, including, but not limited to, the following:



(a) the discretion to determine all questions relating to the eligibility of Employees to participate or remain a Participant hereunder and to receive benefits under the Plan;



(b) to compute, certify, and direct the Trustee with respect
to the amount and the kind of benefits to which any Participant shall be entitled hereunder;



(c) to authorize and direct the Trustee with respect to all discretionary or otherwise directed disbursements from the Trust;



(d) to maintain all necessary records for the
administration of the Plan;



(e) to interpret
the provisions of the Plan and to make and publish such rules for regulation of the Plan as are consistent with the terms hereof;



(f) to determine the size and type of any Contract to be purchased from any insurer, and to designate the insurer from which such Contract
shall be purchased;



(g) to compute and
certify to the Employer and to the Trustee from time to time the sums of money necessary or desirable to be contributed to the Plan;



(h) to consult with the Employer and the Trustee regarding the short and long-term liquidity needs of the Plan in order that the Trustee
can exercise any investment discretion in a manner designed to accomplish specific objectives;



(i) to prepare and implement a procedure to notify Eligible Employees that they may elect to have a portion of their Compensation deferred
or paid to them in cash;



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(j) to act as the named Fiduciary responsible for communications with Participants as
needed to maintain Plan compliance with Act Section 404(c), including, but not limited to, the receipt and transmitting of Participants directions as to the investment of their account(s) under the Plan and the formulation of policies, rules,
and procedures pursuant to which Participants may give investment instructions with respect to the investment of their accounts;



(k) to determine the validity of, and take appropriate action with respect to, any qualified domestic relations order received by it; and



(l) to assist any Participant regarding the
Participants rights, benefits, or elections available under the Plan.



2.4 RECORDS AND REPORTS



The
Administrator shall keep a record of all actions taken and shall keep all other books of account, records, policies, and other data that may be necessary for proper administration of the Plan and shall be responsible for supplying all information
and reports to the Internal Revenue Service, Department of Labor, Participants, Beneficiaries and others as required by law.



2.5 APPOINTMENT OF ADVISERS



The Administrator, or the Trustee with the consent of the Administrator, may appoint counsel, specialists, advisers, agents (including nonfiduciary
agents) and other persons as the Administrator or the Trustee deems necessary or desirable in connection with the administration of this Plan, including but not limited to agents and advisers to assist with the administration and management of the
Plan, and thereby to provide, among such other duties as the Administrator may appoint, assistance with maintaining Plan records and the providing of investment information to the Plans investment fiduciaries and to Plan Participants.



2.6 PAYMENT OF EXPENSES



All expenses of administration may be paid out of the Trust Fund unless paid
by the Employer. Such expenses shall include any expenses incident to the functioning of the Administrator, or any person or persons retained or appointed by any named Fiduciary incident to the exercise of their duties under the Plan, including, but
not limited to, fees of accountants, counsel, Investment Managers, agents (including nonfiduciary agents) appointed for the purpose of assisting the Administrator or the Trustee in carrying out the instructions of Participants as to the directed
investment of their accounts and other specialists and their agents, the costs of any bonds required pursuant to Act Section 412, and other costs of administering the Plan. Until paid, the expenses shall constitute a liability of the Trust Fund.



2.7 CLAIMS PROCEDURE



Claims for benefits under the Plan may be filed in writing with the
Administrator. Written notice of the disposition of a claim shall be furnished to the claimant within ninety (90) days after the application is filed, or such period as is required by applicable law or Department of Labor regulation. In the event
the claim is denied, the reasons for the denial shall be specifically set forth in the notice in language calculated to be understood by the claimant, pertinent provisions of the Plan shall be cited, and, where appropriate, an explanation as to how
the claimant can perfect the claim will be provided. In addition, the claimant shall be furnished with an explanation of the Plans claims review procedure.



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2.8 CLAIMS REVIEW PROCEDURE



Any Employee, former Employee, or Beneficiary of either, who has been denied
a benefit by a decision of the Administrator pursuant to Section 2.7 shall be entitled to request the Administrator to give further consideration to a claim by filing with the Administrator a written request for a hearing. Such request, together
with a written statement of the reasons why the claimant believes the claim should be allowed, shall be filed with the Administrator no later than sixty (60) days after receipt of the written notification provided for in Section 2.7. The
Administrator shall then conduct a hearing within the next sixty (60) days, at which the claimant may be represented by an attorney or any other representative of such claimants choosing and expense and at which the claimant shall have an
opportunity to submit written and oral evidence and arguments in support of the claim. At the hearing (or prior thereto upon five (5) business days written notice to the Administrator) the claimant or the claimants representative shall have an
opportunity to review all documents in the possession of the Administrator which are pertinent to the claim at issue and its disallowance. Either the claimant or the Administrator may cause a court reporter to attend the hearing and record the
proceedings. In such event, a complete written transcript of the proceedings shall be furnished to both parties by the court reporter. The full expense of any such court reporter and such transcripts shall be borne by the party causing the court
reporter to attend the hearing. A final decision as to the allowance of the claim shall be made by the Administrator within sixty (60) days of receipt of the appeal (unless there has been an extension of sixty (60) days due to special circumstances,
provided the delay and the special circumstances occasioning it are communicated to the claimant within the sixty (60) day period). Such communication shall be written in a manner calculated to be understood by the claimant and shall include
specific reasons for the decision and specific references to the pertinent Plan provisions on which the decision is based.



ARTICLE III

ELIGIBILITY



3.1 CONDITIONS OF ELIGIBILITY



Any Eligible Employee who has completed a Period of Service of 90 days of
continuous employment and has attained age 21 shall be eligible to participate hereunder as of the date such Employee has satisfied such requirements. However, any Employee who was a Participant in the Plan prior to the effective date of this
amendment and restatement shall continue to participate in the Plan.



3.2 EFFECTIVE DATE OF PARTICIPATION



An Eligible Employee shall become a Participant effective as of the first day of the month coinciding with or next following the date on which such Employee met the eligibility requirements of Section 3.1, provided said Employee was still
employed as of such date (or if not employed on such date, as of the date of rehire if a 1-Year Break in Service has not occurred or, if later, the date that the Employee would have otherwise entered the Plan had the Employee not terminated
employment).



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If an Employee, who has satisfied the Plans eligibility requirements and would otherwise have
become a Participant, shall go from a classification of a noneligible Employee to an Eligible Employee, such Employee shall become a Participant on the date such Employee becomes an Eligible Employee or, if later, the date that the Employee would
have otherwise entered the Plan had the Employee always been an Eligible Employee.



If an Employee, who has satisfied the Plans eligibility requirements and would otherwise become a Participant, shall go from a classification of an Eligible Employee to a noneligible class of Employees, such
Employee shall become a Participant in the Plan on the date such Employee again becomes an Eligible Employee, or, if later, the date that the Employee would have otherwise entered the Plan had the Employee always been an Eligible Employee. However,
if such Employee incurs a 1-Year Break in Service, eligibility will be determined under the Break in Service rules set forth in Section 3.7.



3.3 DETERMINATION OF ELIGIBILITY



The Administrator shall determine the eligibility of each Employee for participation in the Plan based upon information furnished by the Employer. Such
determination shall be conclusive and binding upon all persons, as long as the same is made pursuant to the Plan and the Act. Such determination shall be subject to review pursuant to Section 2.8.



3.4 TERMINATION OF ELIGIBILITY



In the event a Participant shall go from a classification of an Eligible
Employee to an ineligible Employee, such Former Participant shall continue to vest in the Plan for each Year of Service completed while a noneligible Employee, until such time as the Participants Account is forfeited or distributed pursuant to
the terms of the Plan. Additionally, the Former Participants interest in the Plan shall continue to share in the earnings of the Trust Fund.



3.5 OMISSION OF ELIGIBLE EMPLOYEE



If, in any Plan Year, any Employee who should be included as a Participant in the Plan is erroneously omitted and discovery of such omission is not made
until after a contribution by the Employer for the year has been made and allocated, then the Employer shall make a subsequent contribution, if necessary after the application of Section 4.4(c), so that the omitted Employee receives a total amount
which the Employee would have received (including both Employer contributions and earnings thereon) had the Employee not been omitted. Such contribution shall be made regardless of whether it is deductible in whole or in part in any taxable year
under applicable provisions of the Code.



3.6
INCLUSION OF INELIGIBLE EMPLOYEE



If, in any Plan Year, any
person who should not have been included as a Participant in the Plan is erroneously included and discovery of such inclusion is not made until after a contribution for the year has been made and allocated, the Employer shall be entitled to recover
the contribution made with respect to the ineligible person provided the error is discovered within twelve (12) months of the date on which it was made. Otherwise, the amount contributed with respect to the ineligible person shall constitute a
Forfeiture for the Plan Year in



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which the discovery is made. Notwithstanding the foregoing, any Deferred Compensation made by an ineligible person shall
be distributed to the person (along with any earnings attributable to such Deferred Compensation).



3.7 REHIRED EMPLOYEES AND BREAKS IN SERVICE



(a) If any Participant becomes a Former Participant due to severance from employment with the Employer and is reemployed by the Employer
before a 1-Year Break in Service occurs, the Former Participant shall become a Participant as of the reemployment date.



(b) If any Participant becomes a Former Participant due to severance from employment with the Employer and is reemployed after a 1-Year
Break in Service has occurred, Years and Periods of Service shall include Years and Periods of Service prior to the 1-Year Break in Service subject to the following rules:



(1) In the case of a Former Participant who under the Plan does not have a nonforfeitable right to any interest in the Plan
resulting from Employer contributions, Years or Periods of Service, whichever is applicable, before a period of 1-Year Break in Service will not be taken into account if the number of consecutive 1-Year Breaks in Service equal or exceed the greater
of (A) five (5) or (B) the aggregate number of pre-break Years or Periods of Service, whichever is applicable. Such aggregate number of Years or Periods of Service, whichever is applicable, will not include any Years or Periods of Service, whichever
is applicable, disregarded under the preceding sentence by reason of prior 1-Year Breaks in Service.



(2) A Former Participant shall participate in the Plan as of the date of reemployment.



(c) After a Former Participant who has severed employment with the Employer incurs five (5) consecutive
1-Year Breaks in Service, the Vested portion of said Former Participants Account attributable to pre-break service shall not be increased as a result of post-break service. In such case, separate accounts will be maintained as follows:



(1) one account for nonforfeitable benefits attributable to
pre-break service; and



(2) one account representing the
Participants Employer derived account balance in the Plan attributable to post-break service.



(d) If any Participant becomes a Former Participant due to severance of employment with the Employer and is reemployed by the Employer
before five (5) consecutive 1-Year Breaks in Service, and such Former Participant had received a distribution of the entire Vested interest prior to reemployment, then the forfeited account shall be reinstated only if the Former Participant repays
the full amount which had been distributed. Such repayment must be made before the



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earlier of five (5) years after the first date on which the Participant is subsequently reemployed by the
Employer or the close of the first period of five (5) consecutive 1-Year Breaks in Service commencing after the distribution. If a distribution occurs for any reason other than a severance of employment, the time for repayment may not end earlier
than five (5) years after the date of distribution. In the event the Former Participant does repay the full amount distributed, the undistributed forfeited portion of the Participants Account must be restored in full, unadjusted by any gains
or losses occurring subsequent to the Valuation Date preceding the distribution. The source for such reinstatement may be Forfeitures occurring during the Plan Year. If such source is insufficient, then the Employer will contribute an amount which
is sufficient to restore any such forfeited Accounts provided, however, that if a discretionary contribution is made for such year pursuant to Section 4.1(c), such contribution will first be applied to restore any such Accounts and the remainder
shall be allocated in accordance with Section 4.4.



If a non-Vested Former Participant was deemed to have received a distribution and such Former Participant is reemployed by the Employer before five (5) consecutive 1-Year Breaks in Service, then such Participant will be deemed to have
repaid the deemed distribution as of the date of reemployment.



3.8 ELECTION NOT TO PARTICIPATE



An Employee, for Plan Years beginning on or after the later of the adoption date or effective date of this amendment and restatement, may, subject to the approval of the Employer, elect voluntarily not to participate in the Plan. The
election not to participate must be irrevocable and communicated to the Employer, in writing, within a reasonable period of time before the beginning of the first Plan Year.



ARTICLE IV

CONTRIBUTION AND ALLOCATION



4.1
FORMULA FOR DETERMINING EMPLOYER CONTRIBUTION



For each Plan
Year, the Employer shall contribute to the Plan:



(a) The amount of the total salary reduction elections of all Participants made pursuant to Section 4.2(a), which amount shall be deemed an Employer Elective Contribution.



(b) On behalf of each Participant who is eligible to share in matching contributions for the Plan Year, a
discretionary matching contribution equal to a uniform percentage of each such Participants Deferred Compensation, the exact percentage, if any, to be determined each year by the Employer, which amount, if any, shall be deemed an Employer
Non-Elective Contribution.



Except, however,
in applying the matching percentage specified above, only salary reductions up to 15% of annual Compensation shall be considered.



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(c) A discretionary amount, which amount, if any, shall be deemed an Employer
Non-Elective Contribution.



(d) Additionally,
to the extent necessary, the Employer shall contribute to the Plan the amount necessary to provide the top heavy minimum contribution. All contributions by the Employer shall be made in cash or in such property as is acceptable to the Trustee.



4.2 PARTICIPANTS SALARY REDUCTION
ELECTION



(a) Each Participant may elect to
defer a portion of Compensation which would have been received in the Plan Year (except for the deferral election) by up to the maximum amount which will not cause the Plan to violate the provisions of Sections 4.5(a) and 4.9. A deferral election
(or modification of an earlier election) may not be made with respect to Compensation which is currently available on or before the date the Participant executed such election. For purposes of this Section, Compensation shall be determined prior to
any reductions made pursuant to Code Sections 125, 132(f)(4) for Plan Years beginning after December 31, 2000, 402(e)(3), 402(h)(1)(B), 403(b) or 457(b), and Employee contributions described in Code Section 414(h)(2) that are treated as Employer
contributions.



The amount by which
Compensation is reduced shall be that Participants Deferred Compensation and be treated as an Employer Elective Contribution and allocated to that Participants Elective Account.



(b) The balance in each Participants Elective Account
shall be fully Vested at all times and, except as otherwise provided herein, shall not be subject to Forfeiture for any reason.



(c) Notwithstanding anything in the Plan to the contrary, amounts held in the Participants Elective Account may not be distributable
(including any offset of loans) earlier than:



(1) a
Participants separation from service, Total and Permanent Disability, or death;



(2) a Participants attainment of age 591/2;



(3) the termination of the Plan without the existence at the time of Plan
termination of another defined contribution plan or the establishment of a successor defined contribution plan by the Employer or an Affiliated Employer within the period ending twelve months after distribution of all assets from the Plan maintained
by the Employer. For this purpose, a defined contribution plan does not include an employee stock ownership plan (as defined in Code Section 4975(e)(7) or 409), a simplified employee pension plan (as defined in Code Section 408(k)), or a simple
individual retirement account plan (as defined in Code Section 408(p));



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(4) the date of disposition by the Employer to an entity that is not an Affiliated Employer of
substantially all of the assets (within the meaning of Code Section 409(d)(2)) used in a trade or business of such corporation if such corporation continues to maintain this Plan after the disposition with respect to a Participant who continues
employment with the corporation acquiring such assets;



(5)
the date of disposition by the Employer or an Affiliated Employer who maintains the Plan of its interest in a subsidiary (within the meaning of Code Section 409(d)(3)) to an entity which is not an Affiliated Employer but only with respect to a
Participant who continues employment with such subsidiary; or



(6) the proven financial hardship of a Participant, subject to the limitations of Section 6.11.



(d) For each Plan Year, a Participants Deferred Compensation made under this Plan and all other plans, contracts or arrangements of
the Employer maintaining this Plan shall not exceed, during any taxable year of the Participant, the limitation imposed by Code Section 402(g), as in effect at the beginning of such taxable year. If such dollar limitation is exceeded, a Participant
will be deemed to have notified the Administrator of such excess amount which shall be distributed in a manner consistent with Section 4.2(f). The dollar limitation shall be adjusted annually pursuant to the method provided in Code Section 415(d) in
accordance with Regulations.



(e) In the event
a Participant has received a hardship distribution from the Participants Elective Account pursuant to Section 6.11(c) or pursuant to Regulation 1.401(k)-1(d)(2)(iv)(B) from any other plan maintained by the Employer, then such Participant shall
not be permitted to elect to have Deferred Compensation contributed to the Plan for a period of twelve (12) months following the receipt of the distribution. Furthermore, the dollar limitation under Code Section 402(g) shall be reduced, with respect
to the Participants taxable year following the taxable year in which the hardship distribution was made, by the amount of such Participants Deferred Compensation, if any, pursuant to this Plan (and any other plan maintained by the
Employer) for the taxable year of the hardship distribution.



(f) If a Participants Deferred Compensation under this Plan together with any elective deferrals (as defined in Regulation 1.402(g)-1(b)) under another qualified cash or deferred arrangement (as described in
Code Section 401(k)), a simplified employee pension (as described in Code Section 408(k)(6)), a simple individual retirement account plan (as described in Code Section 408(p)), a salary reduction arrangement (within the meaning of Code Section
3121(a)(5)(D)), a deferred compensation plan under Code Section 457(b), or a trust described in Code Section 501(c)(18) cumulatively exceed the limitation imposed by Code Section 402(g) (as adjusted annually in accordance with the method provided in
Code Section 415(d) pursuant to Regulations) for such Participants taxable year,



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the Participant may, not later than March 1 following the close of the Participants taxable year,
notify the Administrator in writing of such excess and request that the Participants Deferred Compensation under this Plan be reduced by an amount specified by the Participant. In such event, the Administrator may direct the Trustee to
distribute such excess amount (and any Income allocable to such excess amount) to the Participant not later than the first April 15th following the close of the Participants taxable year. Any distribution of less than the entire amount of
Excess Deferred Compensation and Income shall be treated as a pro rata distribution of Excess Deferred Compensation and Income. The amount distributed shall not exceed the Participants Deferred Compensation under the Plan for the taxable year
(and any Income allocable to such excess amount). Any distribution on or before the last day of the Participants taxable year must satisfy each of the following conditions:



(1) the distribution must be made after the date on which the Plan received the Excess Deferred Compensation;



(2) the Participant shall designate the distribution as Excess Deferred
Compensation; and



(3) the Plan must designate the
distribution as a distribution of Excess Deferred Compensation.



Any distribution made pursuant to this Section 4.2(f) shall be made first from unmatched Deferred Compensation and, thereafter, from Deferred Compensation which is matched. Matching contributions which relate to such
Deferred Compensation shall be forfeited.



(g)
Notwithstanding Section 4.2(f) above, a Participants Excess Deferred Compensation shall be reduced, but not below zero, by any distribution of Excess Contributions pursuant to Section 4.6(a) for the Plan Year beginning with or within the
taxable year of the Participant.



(h) At
Normal Retirement Date, or such other date when the Participant shall be entitled to receive benefits, the fair market value of the Participants Elective Account shall be used to provide additional benefits to the Participant or the
Participants Beneficiary.



(i) Employer
Elective Contributions made pursuant to this Section may be segregated into a separate account for each Participant in a federally insured savings account, certificate of deposit in a bank or savings and loan association, money market certificate,
or other short-term debt security acceptable to the Trustee until such time as the allocations pursuant to Section 4.4 have been made.



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(j) The Employer and the Administrator shall implement the salary reduction elections
provided for herein in accordance with the following:



(1) A
Participant must make an initial salary deferral election within a reasonable time, not to exceed thirty (30) days, after entering the Plan pursuant to Section 3.2. If the Participant fails to make an initial salary deferral election within such
time, then such Participant may thereafter make an election in accordance with the rules governing modifications. The Participant shall make such an election by entering into a written salary reduction agreement with the Employer and filing such
agreement with the Administrator. Such election shall initially be effective beginning with the pay period following the acceptance of the salary reduction agreement by the Administrator, shall not have retroactive effect and shall remain in force
until revoked.



(2) A Participant may modify a prior election
at any time during the Plan Year and concurrently make a new election by filing a written notice with the Administrator within a reasonable time before the pay period for which such modification is to be effective. Any modification shall not have
retroactive effect and shall remain in force until revoked.



(3) A Participant may elect to prospectively revoke the Participants salary reduction agreement in its entirety at any time during the Plan Year by providing the Administrator with thirty (30) days written notice of such revocation
(or upon such shorter notice period as may be acceptable to the Administrator). Such revocation shall become effective as of the beginning of the first pay period coincident with or next following the expiration of the notice period. Furthermore,
the termination of the Participants employment, or the cessation of participation for any reason, shall be deemed to revoke any salary reduction agreement then in effect, effective immediately following the close of the pay period within which
such termination or cessation occurs.



4.3
TIME OF PAYMENT OF EMPLOYER CONTRIBUTION



The Employer may
make its contribution to the Plan for a particular Plan Year at such time as the Employer, in its sole discretion, determines. If the Employer makes a contribution for a particular Plan Year after the close of that Plan Year, the Employer will
designate to the Trustee the Plan Year for which the Employer is making its contribution.



4.4 ALLOCATION OF CONTRIBUTION, FORFEITURES AND EARNINGS



(a) The Administrator shall establish and maintain an account in the name of each Participant to which the
Administrator shall credit as of each Anniversary Date, or other Valuation Date, all amounts allocated to each such Participant as set forth herein.



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(b) The Employer shall provide the Administrator with all information required by the
Administrator to make a proper allocation of the Employer contributions for each Plan Year. Within a reasonable period of time after the date of receipt by the Administrator of such information, the Administrator shall allocate such contribution as
follows:



(1) With respect to the Employer Elective
Contribution made pursuant to Section 4.1(a), to each Participants Elective Account in an amount equal to each such Participants Deferred Compensation for the year.



(2) With respect to the Employer Non-Elective Contribution made pursuant to Section 4.1(b), to each Participants
Account in accordance with Section 4.1(b). Any Participant actively employed during the Plan Year shall be eligible to share in the matching contribution for the Plan Year.



(3) With respect to the Employer Non-Elective Contribution made pursuant to Section 4.1(c), to each Participants
Account in the same proportion that each such Participants Compensation for the year bears to the total Compensation of all Participants for such year. Only Participants who are actively employed on the last day of the Plan Year or who
complete more than 500 Hours of Service during the Plan Year prior to terminating employment shall be eligible to share in the discretionary contribution for the year. In determining whether a Participant has completed more than 500 Hours of Service
during a short Plan Year, the number of the Hours of Service required shall be proportionately reduced based on the number of full months in the short Plan Year.



(c) On or before each Anniversary Date any amounts which became Forfeitures since the last Anniversary Date
may be made available to reinstate previously forfeited account balances of Former Participants, if any, in accordance with Section 3.7(d), be used to satisfy any contribution that may be required pursuant to Section 3.5 and/or 6.9, or be used to
pay any administrative expenses of the Plan. The remaining Forfeitures, if any, shall be used to reduce the contribution of the Employer hereunder for the Plan Year in which such Forfeitures occur in the following manner:



(1) Forfeitures attributable to Employer matching contributions made
pursuant to Section 4.1(b) shall be used to reduce the Employer contribution for the Plan Year in which such Forfeitures occur.



(2) Forfeitures attributable to Employer discretionary contributions made pursuant to Section 4.1(c) shall be used to reduce the Employer contribution
for the Plan Year in which such Forfeitures occur.



(d) For any Top Heavy Plan Year, Employees not otherwise eligible to share in the allocation of contributions as provided above, shall receive the minimum allocation provided for in Section 4.4(f) if eligible pursuant to the provisions of
Section 4.4(h).



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(e) As of each Valuation Date, before the current valuation period allocation of Employer
contributions, any earnings or losses (net appreciation or net depreciation) of the Trust Fund shall be allocated in the same proportion that each Participants and Former Participants nonsegregated accounts bear to the total of all
Participants and Former Participants nonsegregated accounts as of such date. Earnings or losses with respect to a Participants Directed Account shall be allocated in accordance with Section 4.12.



Participants transfers from other qualified plans
deposited in the general Trust Fund shall share in any earnings and losses (net appreciation or net depreciation) of the Trust Fund in the same manner provided above. Each segregated account maintained on behalf of a Participant shall be credited or
charged with its separate earnings and losses.



(f) Minimum Allocations Required for Top Heavy Plan Years: Notwithstanding the foregoing, for any Top Heavy Plan Year, the sum of the Employer contributions allocated to the Participants Combined Account of each Employee shall be
equal to at least three percent (3%) of such Employees 415 Compensation (reduced by contributions and forfeitures, if any, allocated to each Employee in any defined contribution plan included with this Plan in a Required
Aggregation Group). However, if (1) the sum of the Employer contributions allocated to the Participants Combined Account of each Key Employee for such Top Heavy Plan Year is less than three percent (3%) of each Key Employees 415
Compensation and (2) this Plan is not required to be included in an Aggregation Group to enable a defined benefit plan to meet the requirements of Code Section 401(a)(4) or 410, the sum of the Employer contributions allocated to the
Participants Combined Account of each Employee shall be equal to the largest percentage allocated to the Participants Combined Account of any Key Employee. However, in determining whether a Non-Key Employee has received the required
minimum allocation, such Non-Key Employees Deferred Compensation and matching contributions needed to satisfy the Actual Contribution Percentage tests pursuant to Section 4.7(a) shall not be taken into account.



However, no such minimum allocation shall be required in
this Plan for any Employee who participates in another defined contribution plan subject to Code Section 412 included with this Plan in a Required Aggregation Group.



(g) For purposes of the minimum allocations set forth above, the percentage allocated to the
Participants Combined Account of any Key Employee shall be equal to the ratio of the sum of the Employer contributions allocated on behalf of such Key Employee divided by the 415 Compensation for such Key Employee.



(h) For any Top Heavy Plan Year, the minimum allocations set
forth above shall be allocated to the Participants Combined Account of all Employees who are Participants and who are employed by the Employer on the last day of the Plan Year, including Employees who have (1) failed to complete a Year of
Service; and (2) declined to make mandatory contributions (if required) or, in the case of a cash or deferred arrangement, elective contributions to the Plan.



27



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(i) For the purposes of this Section, 415 Compensation in excess of $150,000
(or such other amount provided in the Code) shall be disregarded. Such amount shall be adjusted for increases in the cost of living in accordance with Code Section 401(a)(17)(B), except that the dollar increase in effect on January 1 of any calendar
year shall be effective for the Plan Year beginning with or within such calendar year. If 415 Compensation for any prior determination period is taken into account in determining a Participants minimum benefit for the current Plan
Year, the 415 Compensation for such determination period is subject to the applicable annual 415 Compensation limit in effect for that prior period. For this purpose, in determining the minimum benefit in Plan Years beginning
on or after January 1, 1989, the annual 415 Compensation limit in effect for determination periods beginning before that date is $200,000 (or such other amount as adjusted for increases in the cost of living in accordance with Code
Section 415(d) for determination periods beginning on or after January 1, 1989, and in accordance with Code Section 401(a)(17)(B) for determination periods beginning on or after January 1, 1994). For determination periods beginning prior to January
1, 1989, the $200,000 limit shall apply only for Top Heavy Plan Years and shall not be adjusted. For any short Plan Year the 415 Compensation limit shall be an amount equal to the 415 Compensation limit for the calendar year
in which the Plan Year begins multiplied by the ratio obtained by dividing the number of full months in the short Plan Year by twelve (12).



(j) Notwithstanding anything herein to the contrary, Participants who terminated employment for any reason during the Plan Year shall
share in the salary reduction contributions made by the Employer for the year of termination without regard to the Hours of Service credited.



(k) Notwithstanding anything in this Section to the contrary, all information necessary to properly reflect a given transaction may not be
available until after the date specified herein for processing such transaction, in which case the transaction will be reflected when such information is received and processed. Subject to express limits that may be imposed under the Code, the
processing of any contribution, distribution or other transaction may be delayed for any legitimate business reason (including, but not limited to, failure of systems or computer programs, failure of the means of the transmission of data, force
majeure, the failure of a service provider to timely receive values or prices, and the correction for errors or omissions or the errors or omissions of any service provider). The processing date of a transaction will be binding for all purposes of
the Plan.



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4.5 ACTUAL DEFERRAL PERCENTAGE TESTS



(a) Maximum Annual Allocation: For each Plan Year beginning
after December 31, 1996, the annual allocation derived from Employer Elective Contributions to a Highly Compensated Participants Elective Account shall satisfy one of the following tests:



(1) The Actual Deferral Percentage for the Highly Compensated
Participant group shall not be more than the Actual Deferral Percentage of the Non-Highly Compensated Participant group (for the preceding Plan Year if the prior year testing method is used to calculate the Actual Deferral
Percentage for the Non-Highly Compensated Participant group) multiplied by 1.25, or



(2) The excess of the Actual Deferral Percentage for the Highly Compensated Participant group over the Actual Deferral Percentage for the Non-Highly Compensated Participant group (for the
preceding Plan Year if the prior year testing method is used to calculate the Actual Deferral Percentage for the Non-Highly Compensated Participant group) shall not be more than two percentage points. Additionally, the Actual
Deferral Percentage for the Highly Compensated Participant group shall not exceed the Actual Deferral Percentage for the Non-Highly Compensated Participant group (for the preceding Plan Year if the prior year testing method is used
to calculate the Actual Deferral Percentage for the Non-Highly Compensated Participant group) multiplied by 2. The provisions of Code Section 401(k)(3) and Regulation 1.401(k)-1(b) are incorporated herein by reference.



However, in order to prevent the multiple use of the alternative method
described in (2) above and in Code Section 401(m)(9)(A), any Highly Compensated Participant eligible to make elective deferrals pursuant to Section 4.2 and to make Employee contributions or to receive matching contributions under this Plan or under
any other plan maintained by the Employer or an Affiliated Employer shall have a combination of such Participants Elective Contributions and Employer matching contributions reduced pursuant to Section 4.6(a) and Regulation 1.401(m)-2, the
provisions of which are incorporated herein by reference.



(b) For the purposes of this Section Actual Deferral Percentage means, with respect to the Highly Compensated Participant group and Non-Highly Compensated Participant group for a Plan Year, the average of
the ratios, calculated separately for each Participant in such group, of the amount of Employer Elective Contributions allocated to each Participants Elective Account for such Plan Year, to such Participants 414(s)
Compensation for such Plan Year. The actual deferral ratio for each Participant and the Actual Deferral Percentage for each group shall be calculated to the nearest one-hundredth of one percent. Employer Elective Contributions
allocated to each Non-Highly Compensated Participants Elective Account shall be reduced by Excess Deferred Compensation to the extent such excess amounts are made under this Plan or any other plan maintained by the Employer.



Notwithstanding the above, if the prior year test method is
used to calculate the Actual Deferral Percentage for the Non-Highly Compensated Participant group for the first Plan Year of this amendment and restatement, the Actual Deferral Percentage for the Non-Highly Compensated
Participant group for the preceding Plan Year shall be calculated pursuant to the provisions of the Plan then in effect.



29



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(c) For the purposes of Sections 4.5(a) and 4.6, a Highly Compensated Participant and a
Non-Highly Compensated Participant shall include any Employee eligible to make a deferral election pursuant to Section 4.2, whether or not such deferral election was made or suspended pursuant to Section 4.2.



Notwithstanding the above, if the prior year testing method
is used to calculate the Actual Deferral Percentage for the Non-Highly Compensated Participant group for the first Plan Year of this amendment and restatement, for purposes of Section 4.5(a) and 4.6, a Non-Highly Compensated Participant
shall include any such Employee eligible to make a deferral election, whether or not such deferral election was made or suspended, pursuant to the provisions of the Plan in effect for the preceding Plan Year.



(d) For the purposes of this Section and Code Sections
401(a)(4), 410(b) and 401(k), if two or more plans which include cash or deferred arrangements are considered one plan for the purposes of Code Section 401(a)(4) or 410(b) (other than Code Section 410(b)(2)(A)(ii)), the cash or deferred arrangements
included in such plans shall be treated as one arrangement. In addition, two or more cash or deferred arrangements may be considered as a single arrangement for purposes of determining whether or not such arrangements satisfy Code Sections
401(a)(4), 410(b) and 401(k). In such a case, the cash or deferred arrangements included in such plans and the plans including such arrangements shall be treated as one arrangement and as one plan for purposes of this Section and Code Sections
401(a)(4), 410(b) and 401(k). Any adjustment to the Non-Highly Compensated Participant actual deferral ratio for the prior year shall be made in accordance with Internal Revenue Service Notice 98-1 and any superseding guidance. Plans may be
aggregated under this paragraph (d) only if they have the same plan year. Notwithstanding the above, for Plan Years beginning after December 31, 1996, if two or more plans which include cash or deferred arrangements are permissively aggregated under
Regulation 1.410(b)-7(d), all plans permissively aggregated must use either the current year testing method or the prior year testing method for the testing year.



Notwithstanding the above, an employee stock ownership plan described in Code Section 4975(e)(7) or 409 may
not be combined with this Plan for purposes of determining whether the employee stock ownership plan or this Plan satisfies this Section and Code Sections 401(a)(4), 410(b) and 401(k).



(e) For the purposes of this Section, if a Highly Compensated Participant is a Participant under two or more
cash or deferred arrangements (other than a cash or deferred arrangement which is part of an employee stock ownership plan as defined in Code Section 4975(e)(7) or 409) of the Employer or an Affiliated Employer, all such cash or deferred
arrangements shall be treated as one cash or deferred arrangement for the purpose of determining the actual deferral ratio with respect to such Highly Compensated Participant. However, if the cash or deferred arrangements have different plan years,
this paragraph shall be applied by treating all cash or deferred arrangements ending with or within the same calendar year as a single arrangement.



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(f) For the purpose of this Section, for Plan Years beginning after December 31, 1996,
when calculating the Actual Deferral Percentage for the Non-Highly Compensated Participant group, the current year testing method shall be used. Any change from the current year testing method to the prior year testing method shall be
made pursuant to Internal Revenue Service Notice 98-1, Section VII (or superseding guidance), the provisions of which are incorporated herein by reference.



(g) Notwithstanding anything in this Section to the contrary, the provisions of this Section and Section 4.6 may be applied separately (or
will be applied separately to the extent required by Regulations) to each plan within the meaning of Regulation 1.401(k)-1(g)(11). Furthermore, for Plan Years beginning after December 31, 1998, the provisions of Code Section 401(k)(3)(F) may be used
to exclude from consideration all Non-Highly Compensated Employees who have not satisfied the minimum age and service requirements of Code Section 410(a)(1)(A).



4.6 ADJUSTMENT TO ACTUAL DEFERRAL PERCENTAGE TESTS



In the event (or if it is anticipated) that the initial allocations of the Employer Elective Contributions made pursuant to
Section 4.4 do (or might) not satisfy one of the tests set forth in Section 4.5(a) for Plan Years beginning after December 31, 1996, the Administrator shall adjust Excess Contributions pursuant to the options set forth below:



(a) On or before the fifteenth day of the third month
following the end of each Plan Year, but in no event later than the close of the following Plan Year, the Highly Compensated Participant having the largest dollar amount of Elective Contributions shall have a portion of such Participants
Elective Contributions distributed until the total amount of Excess Contributions has been distributed, or until the amount of such Participants Elective Contributions equals the Elective Contributions of the Highly Compensated Participant
having the second largest dollar amount of Elective Contributions. This process shall continue until the total amount of Excess Contributions has been distributed. In determining the amount of Excess Contributions to be distributed with respect to
an affected Highly Compensated Participant as determined herein, such amount shall be reduced pursuant to Section 4.2(f) by any Excess Deferred Compensation previously distributed to such affected Highly Compensated Participant for such
Participants taxable year ending with or within such Plan Year.



(1) With respect to the distribution of Excess Contributions pursuant to (a) above, such distribution:



(i) may be postponed but not later than the close of the Plan Year following the Plan Year to which they are allocable;



(ii) shall be adjusted for Income; and



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(iii) shall be designated by the Employer as a distribution of Excess Contributions (and Income).



(2) Any distribution of less than the entire amount of
Excess Contributions shall be treated as a pro rata distribution of Excess Contributions and Income.



(3) Matching contributions which relate to Excess Contributions shall be forfeited unless the related matching contribution is distributed as an Excess
Aggregate Contribution pursuant to Section 4.8.



(b) Notwithstanding the above, within twelve (12) months after the end of the Plan Year, the Employer may make a special Qualified Non-Elective Contribution in accordance with one of the following provisions which contribution shall be
allocated to the Participants Elective Account of each Non-Highly Compensated Participant eligible to share in the allocation in accordance with such provision. The Employer shall provide the Administrator with written notification of the
amount of the contribution being made and for which provision it is being made pursuant to:



(1) A special Qualified Non-Elective Contribution may be made on behalf of Non-Highly Compensated Participants in an amount sufficient to satisfy (or to prevent an anticipated failure of) one of the tests set forth in
Section 4.5(a). Such contribution shall be allocated in the same proportion that each Non-Highly Compensated Participants 414(s) Compensation for the year (or prior year if the prior year testing method is being used) bears to the total 414(s)
Compensation of all Non-Highly Compensated Participants for such year.



(2) A special Qualified Non-Elective Contribution may be made on behalf of Non-Highly Compensated Participants in an amount sufficient to satisfy (or to prevent an anticipated failure of) one of the tests set forth in
Section 4.5(a). Such contribution shall be allocated in the same proportion that each Non-Highly Compensated Participant electing salary reductions pursuant to Section 4.2 in the same proportion that each such Non-Highly Compensated
Participants Deferred Compensation for the year (or at the end of the prior Plan Year if the prior year testing method is being used) bears to the total Deferred Compensation of all such Non-Highly Compensated Participants for such year.



(3) A special Qualified Non-Elective Contribution may be
made on behalf of Non-Highly Compensated Participants in an amount sufficient to satisfy (or to prevent an anticipated failure of) one of the tests set forth in Section 4.5(a). Such contribution shall be allocated in equal amounts (per capita).



(4) A special Qualified Non-Elective Contribution may be
made on behalf of Non-Highly Compensated Participants electing salary reductions



32



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pursuant to Section 4.2 in an amount sufficient to satisfy (or to prevent an anticipated failure of) one
of the tests set forth in Section 4.5(a). Such contribution shall be allocated for the year (or at the end of the prior Plan Year if the prior year testing method is used) to each Non-Highly Compensated Participant electing salary reductions
pursuant to Section 4.2 in equal amounts (per capita).



(5) A
special Qualified Non-Elective Contribution may be made on behalf of Non-Highly Compensated Participants in an amount sufficient to satisfy (or to prevent an anticipated failure of) one of the tests set forth in Section 4.5(a). Such contribution
shall be allocated to the Non-Highly Compensated Participant having the lowest 414(s) Compensation, until one of the tests set forth in Section 4.5(a) is satisfied (or is anticipated to be satisfied), or until such Non-Highly Compensated Participant
has received the maximum annual addition pursuant to Section 4.9. This process shall continue until one of the tests set forth in Section 4.5(a) is satisfied (or is anticipated to be satisfied).



Notwithstanding the above, at the Employers
discretion, Non-Highly Compensated Participants who are not employed at the end of the Plan Year (or at the end of the prior Plan Year if the prior year testing method is being used) shall not be eligible to receive a special Qualified Non-Elective
Contribution and shall be disregarded.



Notwithstanding the above, for Plan Years beginning after December 31, 1998, if the testing method changes from the current year testing method to the prior year testing method, then for purposes of preventing the double counting of
Qualified Non-Elective Contributions for the first testing year for which the change is effective, any special Qualified Non-Elective Contribution on behalf of Non-Highly Compensated Participants used to satisfy the Actual Deferral
Percentage or Actual Contribution Percentage test under the current year testing method for the prior year testing year shall be disregarded.



(c) If during a Plan Year, it is projected that the aggregate amount of Elective Contributions to be allocated to all Highly
Compensated Participants under this Plan would cause the Plan to fail the tests set forth in Section 4.5(a), then the Administrator may automatically reduce the deferral amount of affected Highly Compensated Participants, beginning with the Highly
Compensated Participant who has the highest deferral ratio until it is anticipated the Plan will pass the tests or until the actual deferral ratio equals the actual deferral ratio of the Highly Compensated Participant having the next highest actual
deferral ratio. This process may continue until it is anticipated that the Plan will satisfy one of the tests set forth in Section 4.5(a). Alternatively, the Employer may specify a maximum percentage of Compensation that may be deferred.



(d) Any Excess Contributions (and Income) which are
distributed on or after 21/2months after the end of the Plan Year shall be subject to the ten percent (10%)
Employer excise tax imposed by Code Section 4979.



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4.7 ACTUAL CONTRIBUTION PERCENTAGE TESTS



(a) The Actual Contribution Percentage for Plan
Years beginning after December 31, 1996 for the Highly Compensated Participant group shall not exceed the greater of:



(1) 125 percent of such percentage for the Non-Highly Compensated Participant group (for the preceding Plan Year if the prior year testing method is used
to calculate the Actual Contribution Percentage for the Non-Highly Compensated Participant group); or



(2) the lesser of 200 percent of such percentage for the Non-Highly Compensated Participant group (for the preceding Plan Year if the prior year testing
method is used to calculate the Actual Contribution Percentage for the Non-Highly Compensated Participant group), or such percentage for the Non-Highly Compensated Participant group (for the preceding Plan Year if the prior year testing
method is used to calculate the Actual Contribution Percentage for the Non-Highly Compensated Participant group) plus 2 percentage points. However, to prevent the multiple use of the alternative method described in this paragraph and
Code Section 401(m)(9)(A), any Highly Compensated Participant eligible to make elective deferrals pursuant to Section 4.2 or any other cash or deferred arrangement maintained by the Employer or an Affiliated Employer and to make Employee
contributions or to receive matching contributions under this Plan or under any plan maintained by the Employer or an Affiliated Employer shall have a combination of Elective Contributions and Employer matching contributions reduced pursuant to
Regulation 1.401(m)-2 and Section 4.8(a). The provisions of Code Section 401(m) and Regulations 1.401(m)-1(b) and 1.401(m)-2 are incorporated herein by reference.



(b) For the purposes of this Section and Section 4.8, Actual Contribution Percentage for a Plan
Year means, with respect to the Highly Compensated Participant group and Non-Highly Compensated Participant group (for the preceding Plan Year if the prior year testing method is used to calculate the Actual Contribution Percentage for
the Non-Highly Compensated Participant group), the average of the ratios (calculated separately for each Participant in each group and rounded to the nearest one-hundredth of one percent) of:



(1) the sum of Employer matching contributions made pursuant to Section
4.1(b) on behalf of each such Participant for such Plan Year; to



(2) the Participants 414(s) Compensation for such Plan Year.



Notwithstanding the above, if the prior year testing method is used to calculate the Actual Contribution Percentage for the
Non-Highly Compensated Participant group for the first Plan Year of this amendment and restatement, for purposes of Section 4.7(a), the Actual Contribution Percentage for the Non-Highly Compensated Participant group for the preceding
Plan Year shall be determined pursuant to the provisions of the Plan then in effect.



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(c) For purposes of determining the Actual Contribution Percentage, only
Employer matching contributions contributed to the Plan prior to the end of the succeeding Plan Year shall be considered. In addition, the Administrator may elect to take into account, with respect to Employees eligible to have Employer matching
contributions pursuant to Section 4.1(b) allocated to their accounts, elective deferrals (as defined in Regulation 1.402(g)-1(b)) and qualified non-elective contributions (as defined in Code Section 401(m)(4)(C)) contributed to any plan maintained
by the Employer. Such elective deferrals and qualified non-elective contributions shall be treated as Employer matching contributions subject to Regulation 1.401(m)-1(b)(5) which is incorporated herein by reference. However, the Plan Year must be
the same as the plan year of the plan to which the elective deferrals and the qualified non-elective contributions are made.



(d) For purposes of this Section and Code Sections 401(a)(4), 410(b) and 401(m), if two or more plans of the Employer to which matching
contributions, Employee contributions, or both, are made are treated as one plan for purposes of Code Sections 401(a)(4) or 410(b) (other than the average benefits test under Code Section 410(b)(2)(A)(ii)), such plans shall be treated as one plan.
In addition, two or more plans of the Employer to which matching contributions, Employee contributions, or both, are made may be considered as a single plan for purposes of determining whether or not such plans satisfy Code Sections 401(a)(4),
410(b) and 401(m). In such a case, the aggregated plans must satisfy this Section and Code Sections 401(a)(4), 410(b) and 401(m) as though such aggregated plans were a single plan. Any adjustment to the Non-Highly Compensated Participant actual
contribution ratio for the prior year shall be made in accordance with Internal Revenue Service Notice 98-1 and any superseding guidance. Plans may be aggregated under this paragraph (d) only if they have the same plan year. Notwithstanding the
above, for Plan Years beginning after December 31, 1996, if two or more plans which include cash or deferred arrangements are permissively aggregated under Regulation 1.410(b)-7(d), all plans permissively aggregated must use either the current year
testing method or the prior year testing method for the testing year.



Notwithstanding the above, an employee stock ownership plan described in Code Section 4975(e)(7) or 409 may not be aggregated with this Plan for purposes of determining whether the employee stock ownership plan or
this Plan satisfies this Section and Code Sections 401(a)(4), 410(b) and 401(m).



(e) If a Highly Compensated Participant is a Participant under two or more plans (other than an employee stock ownership plan as defined
in Code Section 4975(e)(7) or 409) which are maintained by the Employer or an Affiliated Employer to which matching contributions, Employee contributions, or both, are made, all such contributions on behalf of such Highly Compensated Participant
shall be aggregated for purposes of determining such Highly Compensated Participants actual contribution ratio. However, if the plans have different plan years, this paragraph shall be applied by treating all plans ending with or within the
same calendar year as a single plan.



35



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(f) For purposes of Sections 4.7(a) and 4.8, a Highly Compensated Participant and
Non-Highly Compensated Participant shall include any Employee eligible to have Employer matching contributions (whether or not a deferral election was made or suspended) allocated to the Participants account for the Plan Year.



Notwithstanding the above, if the prior year testing method
is used to calculate the Actual Contribution Percentage for the Non-Highly Compensated Participant group for the first Plan Year of this amendment and restatement, for the purposes of Section 4.7(a), a Non-Highly Compensated Participant
shall include any such Employee eligible to have Employer matching contributions (whether or not a deferral election was made or suspended) allocated to the Participants account for the preceding Plan Year pursuant to the provisions of the
Plan then in effect.



(g) For the purpose of
this Section, for Plan Years beginning after December 31, 1996, when calculating the Actual Contribution Percentage for the Non-Highly Compensated Participant group, the current year testing method shall be used. Any change from the
current year testing method to the prior year testing method shall be made pursuant to Internal Revenue Service Notice 98-1, Section VII (or superseding guidance), the provisions of which are incorporated herein by reference.



(h) Notwithstanding anything in this Section to the
contrary, the provisions of this Section and Section 4.8 may be applied separately (or will be applied separately to the extent required by Regulations) to each plan within the meaning of Regulation 1.401(k)-1(g)(11). Furthermore, for Plan Years
beginning after December 31, 1998, the provisions of Code Section 401(k)(3)(F) may be used to exclude from consideration all Non-Highly Compensated Employees who have not satisfied the minimum age and service requirements of Code Section
410(a)(1)(A).



4.8 ADJUSTMENT TO ACTUAL
CONTRIBUTION PERCENTAGE TESTS



(a) In the
event (or if it is anticipated) that, for Plan Years beginning after December 31, 1996, the Actual Contribution Percentage for the Highly Compensated Participant group exceeds (or might exceed) the Actual Contribution
Percentage for the Non-Highly Compensated Participant group pursuant to Section 4.7(a), the Administrator (on or before the fifteenth day of the third month following the end of the Plan Year, but in no event later than the close of the
following Plan Year) shall direct the Trustee to distribute to the Highly Compensated Participant having the largest dollar amount of contributions determined pursuant to Section 4.7(b)(1), the Vested portion of such contributions (and Income
allocable to such contributions) and, if forfeitable, forfeit such non-Vested contributions attributable to Employer matching contributions (and Income allocable to such forfeitures) until the total amount of Excess Aggregate



36



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Contributions has been distributed, or until the Participants remaining amount equals the amount of
contributions determined pursuant to Section 4.7(b)(1) of the Highly Compensated Participant having the second largest dollar amount of contributions. This process shall continue until the total amount of Excess Aggregate Contributions has been
distributed.



If the correction of Excess
Aggregate Contributions attributable to Employer matching contributions is not in proportion to the Vested and non-Vested portion of such contributions, then the Vested portion of the Participants Account attributable to Employer matching
contributions after the correction shall be subject to Section 6.5(g).



(b) Any distribution and/or forfeiture of less than the entire amount of Excess Aggregate Contributions (and Income) shall be treated as a pro rata distribution and/or forfeiture of Excess Aggregate Contributions and
Income. Distribution of Excess Aggregate Contributions shall be designated by the Employer as a distribution of Excess Aggregate Contributions (and Income). Forfeitures of Excess Aggregate Contributions shall be treated in accordance with Section
4.4.



(c) Excess Aggregate Contributions,
including forfeited matching contributions, shall be treated as Employer contributions for purposes of Code Sections 404 and 415 even if distributed from the Plan.



Forfeited matching contributions that are reallocated to Participants Accounts for the Plan Year in
which the forfeiture occurs shall be treated as an annual addition pursuant to Section 4.9(b) for the Participants to whose Accounts they are reallocated and for the Participants from whose Accounts they are forfeited.



(d) The determination of the amount of Excess Aggregate
Contributions with respect to any Plan Year shall be made after first determining the Excess Contributions, if any, to be treated as after-tax voluntary Employee contributions due to recharacterization for the plan year of any other qualified cash
or deferred arrangement (as defined in Code Section 401(k)) maintained by the Employer that ends with or within the Plan Year or which are treated as after-tax voluntary Employee contributions due to recharacterization pursuant to Section 4.6(a).



(e) If during a Plan Year the projected
aggregate amount of Employer matching contributions to be allocated to all Highly Compensated Participants under this Plan would, by virtue of the tests set forth in Section 4.7(a), cause the Plan to fail such tests, then the Administrator may
automatically reduce proportionately or in the order provided in Section 4.8(a) each affected Highly Compensated Participants projected share of such contributions by an amount necessary to satisfy one of the tests set forth in Section 4.7(a).



(f) Notwithstanding the above, within twelve
(12) months after the end of the Plan Year, the Employer may make a special Qualified Non-Elective



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Contribution in accordance with one of the following provisions which contribution shall be allocated to
the Participants Account of each Non-Highly Compensated eligible to share in the allocation in accordance with such provision. The Employer shall provide the Administrator with written notification of the amount of the contribution being made
and for which provision it is being made pursuant to:



(1) A
special Qualified Non-Elective Contribution may be made on behalf of Non-Highly Compensated Participants in an amount sufficient to satisfy (or to prevent an anticipated failure of) one of the tests set forth in Section 4.7. Such contribution shall
be allocated in the same proportion that each Non-Highly Compensated Participants 414(s) Compensation for the year (or prior year if the prior year testing method is being used) bears to the total 414(s) Compensation of all Non-Highly
Compensated Participants for such year.



(2) A special
Qualified Non-Elective Contribution may be made on behalf of Non-Highly Compensated Participants in an amount sufficient to satisfy (or to prevent an anticipated failure of) one of the tests set forth in Section 4.7. Such contribution shall be
allocated in the same proportion that each Non-Highly Compensated Participant electing salary reductions pursuant to Section 4.2 in the same proportion that each such Non-Highly Compensated Participants Deferred Compensation for the year (or
at the end of the prior Plan Year if the prior year testing method is being used) bears to the total Deferred Compensation of all such Non-Highly Compensated Participants for such year.



(3) A special Qualified Non-Elective Contribution may be made on behalf of Non-Highly Compensated Participants in an amount
sufficient to satisfy (or to prevent an anticipated failure of) one of the tests set forth in Section 4.7. Such contribution shall be allocated in equal amounts (per capita).



(4) A special Qualified Non-Elective Contribution may be made on behalf of Non-Highly Compensated Participants electing
salary reductions pursuant to Section 4.2 in an amount sufficient to satisfy (or to prevent an anticipated failure of) one of the tests set forth in Section 4.7. Such contribution shall be allocated for the year (or at the end of the prior Plan Year
if the prior year testing method is used) to each Non-Highly Compensated Participant electing salary reductions pursuant to Section 4.2 in equal amounts (per capita).



(5) A special Qualified Non-Elective Contribution may be made on behalf of Non-Highly Compensated Participants in an amount
sufficient to satisfy (or to prevent an anticipated failure of) one of the tests set forth in Section 4.7. Such contribution shall be allocated to the Non-Highly Compensated Participant having the lowest 414(s) Compensation, until one of the tests
set forth in Section 4.7 is satisfied (or is anticipated to be satisfied), or until such Non-Highly Compensated Participant has received



38



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the maximum annual addition pursuant to Section 4.9. This process shall continue until one
of the tests set forth in Section 4.7 is satisfied (or is anticipated to be satisfied).



Notwithstanding the above, at the Employers discretion, Non-Highly Compensated Participants who are not employed at the end of the
Plan Year (or at the end of the prior Plan Year if the prior year testing method is being used) shall not be eligible to receive a special Qualified Non-Elective Contribution and shall be disregarded.



Notwithstanding the above, for Plan Years beginning after
December 31, 1998, if the testing method changes from the current year testing method to the prior year testing method, then for purposes of preventing the double counting of Qualified Non-Elective Contributions for the first testing year for which
the change is effective, any special Qualified Non-Elective Contribution on behalf of Non-Highly Compensated Participants used to satisfy the Actual Deferral Percentage or Actual Contribution Percentage test under the current
year testing method for the prior year testing year shall be disregarded.



(g) Any Excess Aggregate Contributions (and Income) which are distributed on or after 21/2months after the end of the Plan Year shall be subject to the ten percent (10%) Employer excise tax imposed by Code Section 4979.



4.9 MAXIMUM ANNUAL ADDITIONS



(a) Notwithstanding the foregoing, for limitation years beginning after December 31, 1994, the maximum annual
additions credited to a Participants accounts for any limitation year shall equal the lesser of: (1) $30,000 adjusted annually as provided in Code Section 415(d) pursuant to the Regulations, or (2) twenty-five percent (25%)
of the Participants 415 Compensation for such limitation year. If the Employer contribution that would otherwise be contributed or allocated to the Participants accounts would cause the annual
additions for the limitation year to exceed the maximum annual additions, the amount contributed or allocated will be reduced so that the annual additions for the limitation year will equal the
maximum annual additions, and any amount in excess of the maximum annual additions, which would have been allocated to such Participant may be allocated to other Participants. For any short limitation year, the
dollar limitation in (1) above shall be reduced by a fraction, the numerator of which is the number of full months in the short limitation year and the denominator of which is twelve (12).



(b) For purposes of applying the limitations of Code Section
415, annual additions means the sum credited to a Participants accounts for any limitation year of (1) Employer contributions, (2) Employee contributions, (3) forfeitures, (4) amounts allocated, after March 31, 1984, to
an individual medical account, as defined in Code Section 415(l)(2) which is part of a pension or annuity plan maintained by the Employer and (5) amounts derived from contributions paid or accrued after December 31, 1985, in taxable years ending
after such date, which are attributable to post-retirement medical benefits



39



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allocated to the separate account of a key employee (as defined in Code Section 419A(d)(3)) under a
welfare benefit plan (as defined in Code Section 419(e)) maintained by the Employer. Except, however, the 415 Compensation percentage limitation referred to in paragraph (a)(2) above shall not apply to: (1) any contribution for medical
benefits (within the meaning of Code Section 419A(f)(2)) after separation from service which is otherwise treated as an annual addition, or (2) any amount otherwise treated as an annual addition under Code Section 415(l)(1).



(c) For purposes of applying the limitations
of Code Section 415, the transfer of funds from one qualified plan to another is not an annual addition. In addition, the following are not Employee contributions for the purposes of Section 4.9(b)(2): (1) rollover contributions (as
defined in Code Sections 402(e)(6), 403(a)(4), 403(b)(8) and 408(d)(3)); (2) repayments of loans made to a Participant from the Plan; (3) repayments of distributions received by an Employee pursuant to Code Section 411(a)(7)(B) (cash-outs); (4)
repayments of distributions received by an Employee pursuant to Code Section 411(a)(3)(D) (mandatory contributions); and (5) Employee contributions to a simplified employee pension excludable from gross income under Code Section 408(k)(6).



(d) For purposes of applying the limitations
of Code Section 415, the limitation year shall be the Plan Year.



(e) For the purpose of this Section, all qualified defined contribution plans (whether terminated or not) ever maintained by the Employer shall be treated as one defined contribution plan.



(f) For the purpose of this Section, if the Employer is a
member of a controlled group of corporations, trades or businesses under common control (as defined by Code Section 1563(a) or Code Section 414(b) and (c) as modified by Code Section 415(h)), is a member of an affiliated service group (as defined by
Code Section 414(m)), or is a member of a group of entities required to be aggregated pursuant to Regulations under Code Section 414(o), all Employees of such Employers shall be considered to be employed by a single Employer.



(g) If this is a plan described in Code Section 413(c)
(other than a plan described in Code Section 413(f)), then all of the benefits or contributions attributable to a Participant from all of the Employers maintaining this Plan shall be taken into account in applying the limits of this Section with
respect to such Participant. Furthermore, in applying the limitations of this Section with respect to such a Participant, the total 415 Compensation received by the Participant from all of the Employers maintaining the Plan shall be
taken into account.



(h)(1) If a Participant
participates in more than one defined contribution plan maintained by the Employer which have different Anniversary Dates, the maximum annual additions under this Plan shall equal the maximum annual additions for the
limitation year minus any annual additions previously credited to such Participants accounts during the limitation year.



40



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(2) If a Participant participates in both a defined contribution plan subject to Code Section 412 and a
defined contribution plan not subject to Code Section 412 maintained by the Employer which have the same Anniversary Date, annual additions will be credited to the Participants accounts under the defined contribution plan subject
to Code Section 412 prior to crediting annual additions to the Participants accounts under the defined contribution plan not subject to Code Section 412.



(3) If a Participant participates in more than one defined contribution plan not subject to Code Section 412 maintained by
the Employer which have the same Anniversary Date, the maximum annual additions under this Plan shall equal the product of (A) the maximum annual additions for the limitation year minus any annual
additions previously credited under subparagraphs (1) or (2) above, multiplied by (B) a fraction (i) the numerator of which is the annual additions which would be credited to such Participants accounts under this Plan without
regard to the limitations of Code Section 415 and (ii) the denominator of which is such annual additions for all plans described in this subparagraph.



(i) Notwithstanding anything contained in this Section to the contrary, the limitations, adjustments and
other requirements prescribed in this Section shall at all times comply with the provisions of Code Section 415 and the Regulations thereunder.



4.10 ADJUSTMENT FOR EXCESSIVE ANNUAL ADDITIONS



(a) If, as a result of a reasonable error in estimating a Participants Compensation, a reasonable error in determining the amount
of elective deferrals (within the meaning of Code Section 402(g)(3)) that may be made with respect to any Participant under the limits of Section 4.9 or other facts and circumstances to which Regulation 1.415-6(b)(6) shall be applicable, the
annual additions under this Plan would cause the maximum annual additions to be exceeded for any Participant, the excess amount will be disposed of in one of the following manners, as uniformly determined by the
Administrator for all Participants similarly situated.



(1)
Any unmatched Deferred Compensation and, thereafter, proportionately from Deferred Compensation which is matched and matching contributions which relate to such Deferred Compensation, will be reduced to the extent they would reduce the excess
amount. The Deferred Compensation (and for limitation years beginning after December 31, 1995, any gains attributable to such Deferred Compensation) will be distributed to the Participant and the Employer matching contributions
(and for limitation years beginning after December 31, 1995, any gains attributable to such matching contributions) will be used to reduce the Employer contribution in the next limitation year;



41



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(2) If, after the application of subparagraph (1) above, an excess amount still exists, and
the Participant is covered by the Plan at the end of the limitation year, the excess amount will be used to reduce the Employer contribution for such Participant in the next limitation year, and each succeeding
limitation year if necessary;



(3) If, after the
application of subparagraphs (1) and (2) above, an excess amount still exists, and the Participant is not covered by the Plan at the end of the limitation year, the excess amount will be held unallocated in a
Section 415 suspense account. The Section 415 suspense account will be applied to reduce future Employer contributions for all remaining Participants in the next limitation year, and each succeeding
limitation year if necessary;



(4) If a
Section 415 suspense account is in existence at any time during the limitation year pursuant to this Section, it will not participate in the allocation of investment gains and losses of the Trust Fund. If a Section 415
suspense account is in existence at any time during a particular limitation year, all amounts in the Section 415 suspense account must be allocated and reallocated to Participants accounts before any Employer
contributions or any Employee contributions may be made to the Plan for that limitation year. Except as provided in (1) above, excess amounts may not be distributed to Participants or Former Participants.



(b) For purposes of this Article, excess amount
for any Participant for a limitation year shall mean the excess, if any, of (1) the annual additions which would be credited to the Participants account under the terms of the Plan without regard to the limitations of
Code Section 415 over (2) the maximum annual additions determined pursuant to Section 4.9.



(c) For purposes of this Section, Section 415 suspense account shall mean an unallocated account equal to the sum of
excess amounts for all Participants in the Plan during the limitation year.



4.11 ROLLOVERS AND PLAN-TO-PLAN TRANSFERS FROM QUALIFIED PLANS



(a) With the consent of the Administrator, amounts may be transferred (within the meaning of Code Section
414(l)) to this Plan from other tax qualified plans under Code Section 401(a) by Eligible Employees, provided the trust from which such funds are transferred permits the transfer to be made and the transfer will not jeopardize the tax exempt status
of the Plan or Trust or create adverse tax consequences for the Employer. Prior to accepting any transfers to which this Section applies, the Administrator may require an opinion of counsel that the amounts to be transferred meet the requirements of
this Section. The amounts transferred shall be set up in a separate account herein referred to as a Participants Transfer/Rollover Account. Furthermore, for vesting purposes, the Participants portion of the Participants
Transfer/Rollover Account attributable to any transfer shall be subject to Section 6.4(b).



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Except as permitted by Regulations (including Regulation 1.411(d)-4), amounts
attributable to elective contributions (as defined in Regulation 1.401(k)-1(g)(3)), including amounts treated as elective contributions, which are transferred from another qualified plan in a plan-to-plan transfer (other than a direct rollover)
shall be subject to the distribution limitations provided for in Regulation 1.401(k)-1(d).



(b) With the consent of the Administrator, the Plan may accept a rollover by Eligible Employees, provided the
rollover will not jeopardize the tax exempt status of the Plan or create adverse tax consequences for the Employer. Prior to accepting any rollovers to which this Section applies, the Administrator may require the Employee to
establish (by providing opinion of counsel or otherwise) that the amounts to be rolled over to this Plan meet the requirements of this Section. The amounts rolled over shall be set up in a separate account herein referred to as a
Participants Transfer/Rollover Account. Such account shall be fully Vested at all times and shall not be subject to Forfeiture for any reason.



For purposes of this Section, the term qualified plan shall mean any tax qualified plan under
Code Section 401(a), or, any other plans from which distributions are eligible to be rolled over into this Plan pursuant to the Code. The term rollover means: (i) amounts transferred to this Plan directly from another qualified plan;
(ii) distributions received by an Employee from other qualified plans which are eligible for tax-free rollover to a qualified plan and which are transferred by the Employee to this Plan within sixty (60) days following
receipt thereof; (iii) amounts transferred to this Plan from a conduit individual retirement account provided that the conduit individual retirement account has no assets other than assets which (A) were previously distributed to the Employee by
another qualified plan, (B) were eligible for tax-free rollover to a qualified plan and (C) were deposited in such conduit individual retirement account within sixty (60) days of receipt thereof; (iv) amounts distributed to
the Employee from a conduit individual retirement account meeting the requirements of clause (iii) above, and transferred by the Employee to this Plan within sixty (60) days of receipt thereof from such conduit individual retirement account; and (v)
any other amounts which are eligible to be rolled over to this Plan pursuant to the Code.



(c) Amounts in a Participants Transfer/Rollover Account shall be held by the Trustee pursuant to the provisions of this Plan and may
not be withdrawn by, or distributed to the Participant, in whole or in part, except as provided in Section 6.10 and Section 6.11 and paragraph (d) of this Section. The Trustee shall have no duty or responsibility to inquire as to the propriety of
the amount, value or type of assets transferred, nor to conduct any due diligence with respect to such assets; provided, however, that such assets are otherwise eligible to be held by the Trustee under the terms of this Plan.



(d) At such date when the Participant or the
Participants Beneficiary shall be entitled to receive benefits, the Participants Transfer/Rollover Account shall be used to provide additional benefits to the Participant or the Participants



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Beneficiary. Any distributions of amounts held in a Participants Transfer/Rollover Account shall be
made in a manner which is consistent with and satisfies the provisions of Section 6.5, including, but not limited to, all notice and consent requirements of Code Section 411(a)(11) and the Regulations thereunder. Furthermore, such amounts shall be
considered as part of a Participants benefit in determining whether an involuntary cash-out of benefits may be made without Participant consent.



(e) The Administrator may direct that Employee transfers and rollovers made after a Valuation Date be segregated into a separate account
for each Participant until such time as the allocations pursuant to this Plan have been made, at which time they may remain segregated or be invested as part of the general Trust Fund or be directed by the Participant pursuant to Section 4.12.



(f) This Plan shall not accept any direct or
indirect transfers (as that term is defined and interpreted under Code Section 401(a)(11) and the Regulations thereunder) from a defined benefit plan, money purchase plan (including a target benefit plan), stock bonus or profit sharing plan which
would otherwise have provided for a life annuity form of payment to the Participant.



(g) Notwithstanding anything herein to the contrary, a transfer directly to this Plan from another qualified plan (or a transaction having
the effect of such a transfer) shall only be permitted if it will not result in the elimination or reduction of any Section 411(d)(6) protected benefit as described in Section 8.1.



4.12 DIRECTED INVESTMENT ACCOUNT



(a) Participants may, subject to a procedure established by
the Administrator (the Participant Direction Procedures) and applied in a uniform nondiscriminatory manner, direct the Trustee, in writing (or in such other form which is acceptable to the Trustee), to invest all of their accounts in specific
assets, specific funds or other investments permitted under the Plan and the Participant Direction Procedures. That portion of the interest of any Participant so directing will thereupon be considered a Participants Directed Account.



(b) As of each Valuation Date, all
Participant Directed Accounts shall be charged or credited with the net earnings, gains, losses and expenses as well as any appreciation or depreciation in the market value using publicly listed fair market values when available or appropriate as
follows:



(1) to the extent that the assets in a
Participants Directed Account are accounted for as pooled assets or investments, the allocation of earnings, gains and losses of each Participants Directed Account shall be based upon the total amount of funds so invested in a manner
proportionate to the Participants share of such pooled investment; and



(2) to the extent that the assets in the Participants Directed Account are accounted for as segregated assets, the allocation of earnings, gains and losses from such assets shall be made on a separate and
distinct basis.



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(c) Investment directions will be processed as soon as administratively practicable after
proper investment directions are received from the Participant. No guarantee is made by the Plan, Employer, Administrator or Trustee that investment directions will be processed on a daily basis, and no guarantee is made in any respect regarding the
processing time of an investment direction. Notwithstanding any other provision of the Plan, the Employer, Administrator or Trustee reserves the right to not value an investment option on any given Valuation Date for any reason deemed appropriate by
the Employer, Administrator or Trustee. Furthermore, the processing of any investment transaction may be delayed for any legitimate business reason (including, but not limited to, failure of systems or computer programs, failure of the means of the
transmission of data, force majeure, the failure of a service provider to timely receive values or prices, and correction for errors or omissions or the errors or omissions of any service provider). The processing date of a transaction will be
binding for all purposes of the Plan and considered the applicable Valuation Date for an investment transaction.



(d) The Participant Direction Procedures shall provide an explanation of the circumstances under which Participants and their
Beneficiaries may give investment instructions, including, but need not be limited to, the following:



(1) the conveyance of instructions by the Participants and their Beneficiaries to invest Participant Directed Accounts in Directed Investment Options;



(2) the name, address and phone number of the Fiduciary
(and, if applicable, the person or persons designated by the Fiduciary to act on its behalf) responsible for providing information to the Participant or a Beneficiary upon request relating to the Directed Investment Options;



(3) applicable restrictions on transfers to and from any Designated
Investment Alternative;



(4) any restrictions on the exercise
of voting, tender and similar rights related to a Directed Investment Option by the Participants or their Beneficiaries;



(5) a description of any transaction fees and expenses which affect the balances in Participant Directed Accounts in connection with the purchase or sale
of Directed Investment Options; and



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(6) general procedures for the dissemination of investment and other information relating to the
Designated Investment Alternatives as deemed necessary or appropriate, including but not limited to a description of the following:



(i) the investment vehicles available under the Plan, including specific information regarding any Designated Investment Alternative;



(ii) any designated Investment Managers; and



(iii) a description of the additional information which may be obtained
upon request from the Fiduciary designated to provide such information.



(e) With respect to any Employer stock which is allocated to a Participants Directed Investment Account, the Participant or Beneficiary shall direct the Trustee with regard to any voting, tender and similar
rights associated with the ownership of Employer stock, (hereinafter referred to as the Stock Rights) as follows:



(1) each Participant or Beneficiary shall direct the Trustee to vote or otherwise exercise such Stock Rights in accordance with the provisions,
conditions and terms of any such Stock Rights;



(2) such
directions shall be provided to the Trustee by the Participant or Beneficiary in accordance with the procedure as established by the Administrator and the Trustee shall vote or otherwise exercise such Stock Rights with respect to which it has
received directions to do so under this Section; and



(3) to
the extent to which a Participant or Beneficiary does not instruct the Trustee to vote or otherwise exercise such Stock Rights, such Participants or Beneficiaries shall be deemed to have directed the Trustee that such Stock Rights remain nonvoted
and unexercised.



(f) Any information
regarding investments available under the Plan, to the extent not required to be described in the Participant Direction Procedures, may be provided to the Participant in one or more written documents (or in any other form including, but not limited
to, electronic media) which are separate from the Participant Direction Procedures and are not thereby incorporated by reference into this Plan.



(g) The Administrator may, in its discretion, include in or exclude by amendment or other action from the Participant Direction Procedures
such instructions, guidelines or policies as it deems necessary or appropriate to ensure proper administration of the Plan, and may interpret the same accordingly.



4.13 QUALIFIED MILITARY SERVICE



Notwithstanding any provision of this Plan to the contrary, effective December 12, 1994, contributions, benefits and service
will be provided in accordance with Code Section 414(u).



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ARTICLE V

VALUATIONS



5.1 VALUATION OF THE TRUST FUND



The Administrator
shall direct the Trustee, as of each Valuation Date, to determine the net worth of the assets comprising the Trust Fund as it exists on the Valuation Date. In determining such net worth, the Trustee shall value the assets comprising the Trust Fund
at their fair market value (or their contractual value in the case of a Contract or Policy) as of the Valuation Date and shall deduct all expenses for which the Trustee has not yet obtained reimbursement from the Employer or the Trust Fund. The
Trustee may update the value of any shares held in the Participant Directed Account by reference to the number of shares held by that Participant, priced at the market value as of the Valuation Date.



5.2 METHOD OF VALUATION



In determining the fair market value of securities held in the Trust Fund
which are listed on a registered stock exchange, the Administrator shall direct the Trustee to value the same at the prices they were last traded on such exchange preceding the close of business on the Valuation Date. If such securities were not
traded on the Valuation Date, or if the exchange on which they are traded was not open for business on the Valuation Date, then the securities shall be valued at the prices at which they were last traded prior to the Valuation Date. Any unlisted
security held in the Trust Fund shall be valued at its bid price next preceding the close of business on the Valuation Date, which bid price shall be obtained from a registered broker or an investment banker. In determining the fair market value of
assets other than securities for which trading or bid prices can be obtained, the Trustee may appraise such assets itself, or in its discretion, employ one or more appraisers for that purpose and rely on the values established by such appraiser or
appraisers.



ARTICLE VI

DETERMINATION AND DISTRIBUTION OF BENEFITS



6.1 DETERMINATION OF BENEFITS UPON RETIREMENT



Every Participant may terminate employment with the Employer and retire for the purposes hereof on the Participants Normal Retirement Date.
However, a Participant may postpone the termination of employment with the Employer to a later date, in which event the participation of such Participant in the Plan, including the right to receive allocations pursuant to Section 4.4, shall continue
until such Participants Late Retirement Date. Upon a Participants Retirement Date or attainment of Normal Retirement Date without termination of employment with the Employer, or as soon thereafter as is practicable, the Trustee shall
distribute, at the election of the Participant, all amounts credited to such Participants Combined Account in accordance with Section 6.5.



6.2 DETERMINATION OF BENEFITS UPON DEATH



(a) Upon the death of a Participant before the Participants Retirement Date or other termination of employment, all amounts credited
to such Participants Combined Account shall become fully Vested. The Administrator



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shall direct the Trustee, in accordance with the provisions of Sections 6.6 and 6.7, to distribute the
value of the deceased Participants accounts to the Participants Beneficiary.



(b) Upon the death of a Former Participant, the Administrator shall direct the Trustee, in accordance with the provisions of Sections 6.6
and 6.7, to distribute any remaining Vested amounts credited to the accounts of a deceased Former Participant to such Former Participants Beneficiary.



(c) Any security interest held by the Plan by reason of an outstanding loan to the Participant or Former Participant shall be taken into
account in determining the amount of the death benefit.



(d) The Administrator may require such proper proof of death and such evidence of the right of any person to receive payment of the value of the account of a deceased Participant or Former Participant as the
Administrator may deem desirable. The Administrators determination of death and of the right of any person to receive payment shall be conclusive.



(e) The Beneficiary of the death benefit payable pursuant to this Section shall be the Participants spouse. Except, however, the
Participant may designate a Beneficiary other than the spouse if:



(1) the spouse has waived the right to be the Participants Beneficiary, or



(2) the Participant is legally separated or has been abandoned (within the meaning of local law) and the Participant has a court order to such effect (and there is no qualified domestic relations order as
defined in Code Section 414(p) which provides otherwise), or



(3) the Participant has no spouse, or



(4) the
spouse cannot be located.



In such event, the
designation of a Beneficiary shall be made on a form satisfactory to the Administrator. A Participant may at any time revoke a designation of a Beneficiary or change a Beneficiary by filing written (or in such other form as permitted by the Internal
Revenue Service) notice of such revocation or change with the Administrator. However, the Participants spouse must again consent in writing (or in such other form as permitted by the Internal Revenue Service) to any change in Beneficiary
unless the original consent acknowledged that the spouse had the right to limit consent only to a specific Beneficiary and that the spouse voluntarily elected to relinquish such right.



(f) In the event no valid designation of Beneficiary exists, or if the Beneficiary is not alive at the time
of the Participants death, the death benefit will be paid to the Participants estate. If the Beneficiary does not predecease the Participant, but dies prior to distribution of the death benefit, the death benefit will be paid to the
Beneficiarys estate.



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(g) Notwithstanding anything in this Section to the contrary, if a Participant has
designated the spouse as a Beneficiary, then a divorce decree or a legal separation that relates to such spouse shall revoke the Participants designation of the spouse as a Beneficiary unless the decree or a qualified domestic relations order
(within the meaning of Code Section 414(p)) provides otherwise.



(h) Any consent by the Participants spouse to waive any rights to the death benefit must be in writing (or in such other form as permitted by the Internal Revenue Service), must acknowledge the effect of such
waiver, and be witnessed by a Plan representative or a notary public. Further, the spouses consent must be irrevocable and must acknowledge the specific nonspouse Beneficiary.



6.3 DETERMINATION OF BENEFITS IN EVENT OF DISABILITY



In the event of a Participants Total and Permanent Disability prior to
the Participants Retirement Date or other termination of employment, all amounts credited to such Participants Combined Account shall become fully Vested. In the event of a Participants Total and Permanent Disability, the
Administrator, in accordance with the provisions of Sections 6.5 and 6.7, shall direct the distribution to such Participant of all Vested amounts credited to such Participants Combined Account.



6.4 DETERMINATION OF BENEFITS UPON TERMINATION



(a) If a Participants employment with the Employer
is terminated for any reason other than death, Total and Permanent Disability or retirement, then such Participant shall be entitled to such benefits as are provided hereinafter pursuant to this Section 6.4.



Distribution of the funds due to a Terminated Participant
shall be made on the occurrence of an event which would result in the distribution had the Terminated Participant remained in the employ of the Employer (upon the Participants death, Total and Permanent Disability or Normal Retirement).
However, at the election of the Participant, the Administrator shall direct the Trustee that the entire Vested portion of the Terminated Participants Combined Account be payable to such Terminated Participant. Any distribution under this
paragraph shall be made in a manner which is consistent with and satisfies the provisions of Section 6.5, including, but not limited to, all notice and consent requirements of Code Section 411(a)(11) and the Regulations thereunder.



If, for Plan Years beginning after August 5, 1997, the value
of a Terminated Participants Vested benefit derived from Employer and Employee contributions does not exceed $5,000 ($3,500 for Plan Years beginning prior to August 6, 1997) and, if the distribution is made prior to March 22, 1999, has never
exceeded $5,000 ($3,500 for Plan Years beginning prior to August 6, 1997)



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at the time of any prior distribution, then the Administrator shall direct the Trustee to cause the
entire Vested benefit to be paid to such Participant in a single lump sum.



For purposes of this Section 6.4, if the value of a Terminated Participants Vested benefit is zero, the Terminated Participant shall be deemed to have received a distribution of such Vested benefit.



(b) The Vested portion of any Participants Account
shall be a percentage of the total amount credited to the Participants Account determined on the basis of the Participants number of Years of Service according to the following schedule:



|                 |  |           
|---------------- |  | ----------
|Vesting Schedule
|Years of Service |  | Percentage
|Less than 2      |  | 0%        
|2                |  | 20%       
|3                |  | 40%       
|4                |  | 60%       
|5                |  | 80%       
|6                |  | 100%      



(c)
Notwithstanding the vesting schedule above, the Vested percentage of a Participants Account shall not be less than the Vested percentage attained as of the later of the effective date or adoption date of this amendment and restatement.



(d) Notwithstanding the vesting schedule
above, upon the complete discontinuance of the Employer contributions to the Plan or upon any full or partial termination of the Plan, all amounts then credited to the account of any affected Participant shall become 100% Vested and shall not
thereafter be subject to Forfeiture.



(e) The
computation of a Participants nonforfeitable percentage of such Participants interest in the Plan shall not be reduced as the result of any direct or indirect amendment to this Plan. In the event that the Plan is amended to change or
modify any vesting schedule, or if the Plan is amended in any way that directly or indirectly affects the computation of the Participants nonforfeitable percentage, or if the Plan is deemed amended by an automatic change to a top heavy vesting
schedule, then each Participant with at least three (3) Years of Service as of the expiration date of the election period may elect to have such Participants nonforfeitable percentage computed under the Plan without regard to such amendment or
change. If a Participant fails to make such election, then such Participant shall be subject to the new vesting schedule. The Participants election period shall commence on the adoption date of the amendment and shall end sixty (60) days after
the latest of:



(1) the adoption date of the amendment,



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(2) the effective date of the amendment, or



(3) the date the Participant receives written notice of the
amendment from the Employer or Administrator.



6.5 DISTRIBUTION OF BENEFITS



(a) The
Administrator, pursuant to the election of the Participant, shall direct the Trustee to distribute to a Participant or such Participants Beneficiary any amount to which the Participant is entitled under the Plan in one or more of the following
methods:



(1) One lump-sum payment in cash or in property
allocated to the Participants account except, however, for property distributions made prior to the earlier of (A) the effective date of an amendment limiting distribution in property to property allocated to the Participants account, or
(B) the adoption date of this amendment and restatement, distributions in property are not limited to property in the Participants account.



(2) Payments over a period certain in monthly, quarterly, semiannual, or annual cash installments. In order to provide such installment payments, the
Administrator may (A) segregate the aggregate amount thereof in a separate, federally insured savings account, certificate of deposit in a bank or savings and loan association, money market certificate or other liquid short-term security or (B)
purchase a nontransferable annuity contract for a term certain (with no life contingencies) providing for such payment. The period over which such payment is to be made shall not extend beyond the Participants life expectancy (or the life
expectancy of the Participant and the Participants designated Beneficiary).



(b) Any distribution to a Participant, for Plan Years beginning after August 5, 1997, who has a benefit which exceeds $5,000 ($3,500 for
Plan Years beginning prior to August 6, 1997) or, if the distribution is made prior to March 22, 1999, has ever exceeded $5,000 ($3,500 for Plan Years beginning prior to August 6, 1997) at the time of any prior distribution, shall require such
Participants written (or in such other form as permitted by the Internal Revenue Service) consent if such distribution commences prior to the time the benefit is immediately distributable. A benefit is immediately
distributable if any part of the benefit could be distributed to the Participant (or surviving spouse) before the Participant attains (or would have attained if not deceased) the later of the Participants Normal Retirement Age or age 62.
However, for distributions prior to October 17, 2000, if a Participant has begun to receive distributions pursuant to an optional form of benefit under which at least one scheduled periodic distribution has not yet been made, and if the value of the
Participants benefit, determined at the time of the first distribution under that optional form of benefit, exceeded $5,000 ($3,500 for Plan Years beginning prior to August 6, 1997), then the value of the Participants benefit prior to
October 17, 2000 is deemed to continue to exceed such amount.



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(c) The following rules will apply to the consent requirements set forth in subsection
(b):



(1) The Participant must be informed of the right to
defer receipt of the distribution. If a Participant fails to consent, it shall be deemed an election to defer the commencement of payment of any benefit. However, any election to defer the receipt of benefits shall not apply with respect to
distributions which are required under Section 6.5(d).



(2)
Notice of the rights specified under this paragraph shall be provided no less than thirty (30) days and no more than ninety (90) days before the date the distribution commences.



(3) Written (or such other form as permitted by the Internal Revenue Service) consent of the Participant to the
distribution must not be made before the Participant receives the notice and must not be made more than ninety (90) days before the date the distribution commences.



(4) No consent shall be valid if a significant detriment is imposed under the Plan on any Participant who does not consent
to the distribution.



Any such distribution
may commence less than thirty (30) days after the notice required under Regulation 1.411(a)-11(c) is given, provided that: (1) the Administrator clearly informs the Participant that the Participant has a right to a period of at least thirty (30)
days after receiving the notice to consider the decision of whether or not to elect a distribution (and, if applicable, a particular distribution option), and (2) the Participant, after receiving the notice, affirmatively elects a distribution.



(d) Notwithstanding any provision in the Plan
to the contrary, the distribution of a Participants benefits made on or after January 1, 1997 shall be made in accordance with the following requirements and shall otherwise comply with Code Section 401(a)(9) and the Regulations thereunder
(including Regulation 1.401(a)(9)-2), the provisions of which are incorporated herein by reference:



(1) A Participants benefits shall be distributed or must begin to be distributed not later than April 1st of the calendar year following the later
of (i) the calendar year in which the Participant attains age 701/2or (ii) the calendar year in which the
Participant retires, provided, however, that this clause (ii) shall not apply in the case of a Participant who is a five (5) percent owner at any time during the Plan Year ending with or within the calendar year in which such owner
attains age 701/2. Such distributions shall be equal to or greater than any required distribution.



Alternatively, distributions to a Participant
must begin no later than the applicable April 1st as determined under the preceding paragraph and must be made over a period certain measured by the life expectancy of the Participant (or the life expectancies of the Participant and the
Participants designated Beneficiary) in accordance with Regulations.



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(2) Distributions to a Participant and the Participants Beneficiaries shall only be
made in accordance with the incidental death benefit requirements of Code Section 401(a)(9)(G) and the Regulations thereunder.



With respect to distributions under the Plan made for calendar years beginning on or after January 1, 2001, the Plan will apply the
minimum distribution requirements of Code Section 401(a)(9) in accordance with the Regulations under Code Section 401(a)(9) that were proposed on January 17, 2001, notwithstanding any provision of the Plan to the contrary. This amendment shall
continue in effect until the end of the last calendar year beginning before the effective date of final Regulations under Code Section 401(a)(9) or such other date specified in guidance published by the Internal Revenue Service.



(e) For purposes of this Section, the life expectancy of a
Participant and a Participants spouse shall not be redetermined in accordance with Code Section 401(a)(9)(D). Life expectancy and joint and last survivor expectancy shall be computed using the return multiples in Tables V and VI of Regulation
1.72-9.



(f) All annuity Contracts under this
Plan shall be non-transferable when distributed. Furthermore, the terms of any annuity Contract purchased and distributed to a Participant or spouse shall comply with all of the requirements of the Plan.



(g) If a distribution is made to a Participant who has not
severed employment and who is not fully Vested in the Participants Account and the Participant may increase the Vested percentage in such account, then, at any relevant time the Participants Vested portion of the account will be equal to
an amount (X) determined by the formula:



X equals
P(AB plus D) - D



For purposes of applying the
formula: P is the Vested percentage at the relevant time, AB is the account balance at the relevant time, and D is the amount of distribution.



6.6 DISTRIBUTION OF BENEFITS UPON DEATH



(a)(1) The death benefit payable pursuant to Section 6.2 shall be paid to the Participants Beneficiary within a reasonable time
after the Participants death by either of the following methods, as elected by the Participant (or if no election has been made prior to the Participants death, by the Participants Beneficiary) subject, however, to the rules
specified in Section 6.6(b):



(i) One lump-sum payment in
cash or in property allocated to the Participants account except, however, for property distributions made prior to the earlier of (A) the effective date of an amendment limiting distribution in property to property allocated to the
Participants account, or (B) the adoption date of this amendment and restatement, distributions in property are not limited to property in the Participants account.



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(ii) Payment in monthly, quarterly, semi-annual, or annual cash installments over a period to be
determined by the Participant or the Participants Beneficiary. After periodic installments commence, the Beneficiary shall have the right to direct the Trustee to reduce the period over which such periodic installments shall be made, and the
Trustee shall adjust the cash amount of such periodic installments accordingly.



(2) In the event the death benefit payable pursuant to Section 6.2 is payable in installments, then, upon the death of the Participant, the Administrator may direct the Trustee to segregate the death benefit into a
separate account, and the Trustee shall invest such segregated account separately, and the funds accumulated in such account shall be used for the payment of the installments.



(b) Notwithstanding any provision in the Plan to the contrary, distributions upon the death of a Participant
shall be made in accordance with the following requirements and shall otherwise comply with Code Section 401(a)(9) and the Regulations thereunder. If it is determined, pursuant to Regulations, that the distribution of a Participants interest
has begun and the Participant dies before the entire interest has been distributed, the remaining portion of such interest shall be distributed at least as rapidly as under the method of distribution selected pursuant to Section 6.5 as of the date
of death. If a Participant dies before receiving any distributions of the interest in the Plan or before distributions are deemed to have begun pursuant to Regulations, then the death benefit shall be distributed to the Participants
Beneficiaries by December 31st of the calendar year in which the fifth anniversary of the Participants date of death occurs.



(c) For purposes of this Section, the life expectancy of a Participant and a Participants spouse shall not be redetermined in
accordance with Code Section 401(a)(9)(D). Life expectancy and joint and last survivor expectancy shall be computed using the return multiples in Tables V and VI of Regulation 1.72-9.



(d) For purposes of this Section, any amount paid to a child of the Participant will be treated as if it had
been paid to the surviving spouse if the amount becomes payable to the surviving spouse when the child reaches the age of majority.



6.7 TIME OF SEGREGATION OR DISTRIBUTION



Except as limited by Sections 6.5 and 6.6, whenever the Trustee is to make a distribution or to commence a series of payments the distribution or series
of payments may be made or begun on such date or as soon thereafter as is practicable. However, unless a Former Participant elects in writing to defer the receipt of benefits (such election may not result in a death benefit that is more than
incidental), the payment of benefits shall begin not later than the sixtieth (60th) day after the close of the Plan Year in which the latest of the following events occurs: (a) the



54



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date on which the Participant attains the earlier of age 65 or the Normal Retirement Age specified herein; (b) the tenth
(10th) anniversary of the year in which the Participant commenced participation in the Plan; or (c) the date the Participant terminates service with the Employer.



Notwithstanding the foregoing, the failure of a Participant to consent to a distribution that is immediately
distributable (within the meaning of Section 6.5), shall be deemed to be an election to defer the commencement of payment of any benefit sufficient to satisfy this Section.



6.8 DISTRIBUTION FOR MINOR OR INCOMPETENT BENEFICIARY



In the event a distribution is to be made to a minor or incompetent
Beneficiary, then the Administrator may direct that such distribution be paid to the legal guardian, or if none in the case of a minor Beneficiary, to a parent of such Beneficiary or a responsible adult with whom the Beneficiary maintains residence,
or to the custodian for such Beneficiary under the Uniform Gift to Minors Act or Gift to Minors Act, if such is permitted by the laws of the state in which said Beneficiary resides. Such a payment to the legal guardian, custodian or parent of a
minor Beneficiary shall fully discharge the Trustee, Employer, and Plan from further liability on account thereof.



6.9 LOCATION OF PARTICIPANT OR BENEFICIARY UNKNOWN



In the event that all, or any portion, of the distribution payable to a Participant or Beneficiary hereunder shall, at the
later of the Participants attainment of age 62 or Normal Retirement Age, remain unpaid solely by reason of the inability of the Administrator, after sending a registered letter, return receipt requested, to the last known address, and after
further diligent effort, to ascertain the whereabouts of such Participant or Beneficiary, the amount so distributable shall be treated as a Forfeiture pursuant to the Plan. Notwithstanding the foregoing, effective January 1, 2003, or if later, the
adoption date of this amendment and restatement, if the value of a Participants Vested benefit derived from Employer and Employee contributions does not exceed $5,000 ($3,500 for Plan Years beginning prior to August 6, 1997), then the amount
distributable may, in the sole discretion of the Administrator, either be treated as a Forfeiture, or be paid directly to an individual retirement account described in Code Section 408(a) or an individual retirement annuity described in Code Section
408(b) at the time it is determined that the whereabouts of the Participant or the Participants Beneficiary cannot be ascertained. In the event a Participant or Beneficiary is located subsequent to the Forfeiture, such benefit shall be
restored, first from Forfeitures, if any, and then from an additional Employer contribution if necessary. However, regardless of the preceding, a benefit which is lost by reason of escheat under applicable state law is not treated as a Forfeiture
for purposes of this Section nor as an impermissable forfeiture under the Code.



6.10 PRE-RETIREMENT DISTRIBUTION



At such time as a Participant shall have attained the age of 591/2years, the Administrator, at the election of the Participant who has not severed employment with the Employer, shall direct the Trustee to distribute all or a portion of the amount then credited to
the accounts maintained on behalf of the Participant. However, no distribution from the Participants Account shall occur prior to 100% vesting. In the event that the Administrator makes such a distribution, the Participant shall continue to be
eligible to participate in the Plan on the same



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basis as any other Employee. Any distribution made pursuant to this Section shall be made in a manner consistent with
Section 6.5, including, but not limited to, all notice and consent requirements of Code Section 411(a)(11) and the Regulations thereunder.



Notwithstanding the above, pre-retirement distributions from a Participants Elective Account shall not be permitted prior to the Participant
attaining age 591/2except as otherwise permitted under the terms of the Plan.



6.11 ADVANCE DISTRIBUTION FOR HARDSHIP



(a) The Administrator, at the election of the Participant,
shall direct the Trustee to distribute to any Participant in any one Plan Year up to the lesser of 100% of the Participants Elective Account and Participants Account and Participants Transfer/Rollover Account valued as of the last
Valuation Date or the amount necessary to satisfy the immediate and heavy financial need of the Participant. Any distribution made pursuant to this Section shall be deemed to be made as of the first day of the Plan Year or, if later, the Valuation
Date immediately preceding the date of distribution, and the Participants Elective Account and Participants Account and Participants Transfer/Rollover Account shall be reduced accordingly. Withdrawal under this Section is deemed to
be on account of an immediate and heavy financial need of the Participant only if the withdrawal is for:



(1) Medical expenses described in Code Section 213(d) incurred by the Participant, the Participants spouse, or any of the Participants
dependents (as defined in Code Section 152) or necessary for these persons to obtain medical care as described in Code Section 213(d);



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



(3) Payment of tuition, related educational fees, and room and board
expenses for the next twelve (12) months of post-secondary education for the Participant and the Participants spouse, children, or dependents; or



(4) Payments necessary to prevent the eviction of the Participant from the Participants principal residence or foreclosure on the mortgage on that
residence.



(b) No such distribution shall be made from the
Participants Account until such Account has become fully Vested.



(c) No distribution shall be made pursuant to this Section unless the Administrator, based upon the Participants representation and such other facts as are known to the Administrator, determines that all of the
following conditions are satisfied:



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



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and heavy financial need may include any amounts necessary to pay any federal, state, or local income
taxes or penalties reasonably anticipated to result from the distribution;



(2) The Participant has obtained all distributions, other than hardship distributions, and all nontaxable (at the time of the loan) loans currently available under all plans maintained by the Employer;



(3) The Plan, and all other plans maintained by the Employer, provide that
the Participants elective deferrals and after-tax voluntary Employee contributions will be suspended for at least twelve (12) months after receipt of the hardship distribution or, the Participant, pursuant to a legally enforceable agreement,
will suspend elective deferrals and after-tax voluntary Employee contributions to the Plan and all other plans maintained by the Employer for at least twelve (12) months after receipt of the hardship distribution; and



(4) The Plan, and all other plans maintained by the Employer, provide that
the Participant may not make elective deferrals for the Participants taxable year immediately following the taxable year of the hardship distribution in excess of the applicable limit under Code Section 402(g) for such next taxable year less
the amount of such Participants elective deferrals for the taxable year of the hardship distribution.



(d) Notwithstanding the above, distributions from the Participants Elective Account pursuant to this Section shall be limited, as of
the date of distribution, to the Participants Elective Account as of the end of the last Plan Year ending before July 1, 1989, plus the total Participants Deferred Compensation after such date, reduced by the amount of any previous
distributions pursuant to this Section and Section 6.10.



(e) Any distribution made pursuant to this Section shall be made in a manner which is consistent with and satisfies the provisions of Section 6.5, including, but not limited to, all notice and consent requirements of
Code Section 411(a)(11) and the Regulations thereunder.



6.12 QUALIFIED DOMESTIC RELATIONS ORDER DISTRIBUTION



All rights and benefits, including elections, provided to a Participant in this Plan shall be subject to the rights afforded to any alternate payee under a qualified domestic relations order.
Furthermore, a distribution to an alternate payee shall be permitted if such distribution is authorized by a qualified domestic relations order, even if the affected Participant has not separated from service and has not
reached the earliest retirement age under the Plan. For the purposes of this Section, alternate payee, qualified domestic relations order and earliest retirement age shall have the meaning set forth
under Code Section 414(p).



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ARTICLE VII

TRUSTEE



7.1
BASIC RESPONSIBILITIES OF THE TRUSTEE



(a) The
Trustee shall have the following categories of responsibilities:



(1) Consistent with the funding policy and method determined by the Employer, to invest, manage, and control the Plan assets subject, however, to the direction of a Participant with respect to Participant Directed Accounts, the
Employer or an Investment Manager if the Trustee should appoint such manager as to all or a portion of the assets of the Plan;



(2) At the direction of the Administrator, to pay benefits required under the Plan to be paid to Participants, or, in the event of their death, to their
Beneficiaries; and



(3) To maintain records of receipts and
disbursements and furnish to the Employer and/or Administrator for each Plan Year a written annual report pursuant to Section 7.7.



(b) In the event that the Trustee shall be directed by a Participant (pursuant to the Participant Direction Procedures), or the Employer,
or an Investment Manager with respect to the investment of any or all Plan assets, the Trustee shall have no liability with respect to the investment of such assets, but shall be responsible only to execute such investment instructions as so
directed.



(1) The Trustee shall be entitled to rely fully on
the written (or other form acceptable to the Administrator and the Trustee, including, but not limited to, voice recorded) instructions of a Participant (pursuant to the Participant Direction Procedures), or the Employer, or any Fiduciary or
nonfiduciary agent of the Employer, in the discharge of such duties, and shall not be liable for any loss or other liability, resulting from such direction (or lack of direction) of the investment of any part of the Plan assets.



(2) The Trustee may delegate the duty of executing such instructions to any
nonfiduciary agent, which may be an affiliate of the Trustee or any Plan representative.



(3) The Trustee may refuse to comply with any direction from the Participant in the event the Trustee, in its sole and absolute discretion, deems such directions improper by virtue of applicable law. The Trustee shall
not be responsible or liable for any loss or expense which may result from the Trustees refusal or failure to comply with any directions from the Participant.



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(4) Any costs and expenses related to compliance with the Participants directions shall be borne
by the Participants Directed Account, unless paid by the Employer.



(c) If there shall be more than one Trustee, they shall act by a majority of their number, but may authorize one or more of them to sign papers on their behalf.



7.2 INVESTMENT POWERS AND DUTIES OF THE TRUSTEE



(a) The Trustee shall invest and reinvest the Trust Fund
to keep the Trust Fund invested without distinction between principal and income and in such securities or property, real or personal, wherever situated, as the Trustee shall deem advisable, including, but not limited to, stocks, common or
preferred, open-end or closed-end mutual funds, bonds and other evidences of indebtedness or ownership, and real estate or any interest therein. The Trustee shall at all times in making investments of the Trust Fund consider, among other factors,
the short and long-term financial needs of the Plan on the basis of information furnished by the Employer. In making such investments, the Trustee shall not be restricted to securities or other property of the character expressly authorized by the
applicable law for trust investments; however, the Trustee shall give due regard to any limitations imposed by the Code or the Act so that at all times the Plan may qualify as a qualified Profit Sharing Plan and Trust.



(b) The Trustee may employ a bank or trust company pursuant
to the terms of its usual and customary bank agency agreement, under which the duties of such bank or trust company shall be of a custodial, clerical and record-keeping nature.



7.3 OTHER POWERS OF THE TRUSTEE



The Trustee, in addition to all powers and authorities under common law, statutory authority, including the Act, and other
provisions of the Plan, shall have the following powers and authorities, to be exercised in the Trustees sole discretion:



(a) To purchase, or subscribe for, any securities or other property and to retain the same. In conjunction with the purchase of
securities, margin accounts may be opened and maintained;



(b) To sell, exchange, convey, transfer, grant options to purchase, or otherwise dispose of any securities or other property held by the Trustee, by private contract or at public auction. No person dealing with the
Trustee shall be bound to see to the application of the purchase money or to inquire into the validity, expediency, or propriety of any such sale or other disposition, with or without advertisement;



(c) To vote upon any stocks, bonds, or other securities; to
give general or special proxies or powers of attorney with or without power of substitution; to exercise any conversion privileges, subscription rights or other options, and to



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make any payments incidental thereto; to oppose, or to consent to, or otherwise participate in, corporate
reorganizations or other changes affecting corporate securities, and to delegate discretionary powers, and to pay any assessments or charges in connection therewith; and generally to exercise any of the powers of an owner with respect to stocks,
bonds, securities, or other property. However, the Trustee shall not vote proxies relating to securities for which it has not been assigned full investment management responsibilities. In those cases where another party has such investment authority
or discretion, the Trustee will deliver all proxies to said party who will then have full responsibility for voting those proxies;



(d) To cause any securities or other property to be registered in the Trustees own name, in the name of one or more of the
Trustees nominees, in a clearing corporation, in a depository, or in book entry form or in bearer form, but the books and records of the Trustee shall at all times show that all such investments are part of the Trust Fund;



(e) To borrow or raise money for the purposes of the Plan in
such amount, and upon such terms and conditions, as the Trustee shall deem advisable; and for any sum so borrowed, to issue a promissory note as Trustee, and to secure the repayment thereof by pledging all, or any part, of the Trust Fund; and no
person lending money to the Trustee shall be bound to see to the application of the money lent or to inquire into the validity, expediency, or propriety of any borrowing;



(f) To keep such portion of the Trust Fund in cash or cash balances as the Trustee may, from time to time,
deem to be in the best interests of the Plan, without liability for interest thereon;



(g) To accept and retain for such time as the Trustee may deem advisable any securities or other property received or acquired as Trustee
hereunder, whether or not such securities or other property would normally be purchased as investments hereunder;



(h) To make, execute, acknowledge, and deliver any and all documents of transfer and conveyance and any and all other instruments that may
be necessary or appropriate to carry out the powers herein granted;



(i) To settle, compromise, or submit to arbitration any claims, debts, or damages due or owing to or from the Plan, to commence or defend suits or legal or administrative proceedings, and to represent the Plan in all
suits and legal and administrative proceedings;



(j) To employ suitable agents and counsel and to pay their reasonable expenses and compensation, and such agent or counsel may or may not be agent or counsel for the Employer;



(k) To apply for and procure from responsible insurance companies, to be selected by the Administrator, as
an investment of the Trust Fund such annuity,



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or other Contracts (on the life of any Participant) as the Administrator shall deem proper; to exercise,
at any time or from time to time, whatever rights and privileges may be granted under such annuity, or other Contracts; to collect, receive, and settle for the proceeds of all such annuity or other Contracts as and when entitled to do so under the
provisions thereof;



(l) To invest funds of
the Trust in time deposits or savings accounts bearing a reasonable rate of interest or in cash or cash balances without liability for interest thereon;



(m) To invest in Treasury Bills and other forms of United States government obligations;



(n) To invest in shares of investment companies registered
under the Investment Company Act of 1940;



(o)
To sell, purchase and acquire put or call options if the options are traded on and purchased through a national securities exchange registered under the Securities Exchange Act of 1934, as amended, or, if the options are not traded on a national
securities exchange, are guaranteed by a member firm of the New York Stock Exchange regardless of whether such options are covered;



(p) To deposit monies in federally insured savings accounts or certificates of deposit in banks or savings and loan associations;



(q) To pool all or any of the Trust Fund,
from time to time, with assets belonging to any other qualified employee pension benefit trust created by the Employer or any Affiliated Employer, and to commingle such assets and make joint or common investments and carry joint accounts on behalf
of this Plan and Trust and such other trust or trusts, allocating undivided shares or interests in such investments or accounts or any pooled assets of the two or more trusts in accordance with their respective interests;



(r) To appoint a nonfiduciary agent or agents to assist the
Trustee in carrying out any investment instructions of Participants and of any Investment Manager or Fiduciary, and to compensate such agent(s) from the assets of the Plan, to the extent not paid by the Employer;



(s) To do all such acts and exercise all such rights and
privileges, although not specifically mentioned herein, as the Trustee may deem necessary to carry out the purposes of the Plan.



7.4 LOANS TO PARTICIPANTS



(a) The Trustee may, in the Trustees discretion, make loans to Participants and Beneficiaries under the following circumstances: (1)
loans shall be made available to all Participants and Beneficiaries on a reasonably equivalent basis; (2) loans shall not be made available to Highly Compensated Employees in an amount greater than the amount made available to other Participants and



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Beneficiaries; (3) loans shall bear a reasonable rate of interest; (4) loans shall be adequately secured;
and (5) loans shall provide for periodic repayment over a reasonable period of time.



(b) Loans made pursuant to this Section (when added to the outstanding balance of all other loans made by the Plan to the Participant)
may, in accordance with a uniform and nondiscriminatory policy established by the Administrator, be limited to the lesser of:



(1) $50,000 reduced by the excess (if any) of the highest outstanding balance of loans from the Plan to the Participant during the one year period ending
on the day before the date on which such loan is made, over the outstanding balance of loans from the Plan to the Participant on the date on which such loan was made, or



(2) one-half (1/2) of the present value of the non-forfeitable accrued benefit of the Participant under the Plan.



For purposes of this limit, all plans of the
Employer shall be considered one plan. Additionally, with respect to any loan made prior to January 1, 1987, the $50,000 limit specified in (1) above shall be unreduced.



(c) Loans shall provide for level amortization with payments to be made not less frequently than quarterly
over a period not to exceed five (5) years. However, loans used to acquire any dwelling unit which, within a reasonable time, is to be used (determined at the time the loan is made) as a principal residence of the Participant shall
provide for periodic repayment over a reasonable period of time that may exceed five (5) years. For this purpose, a principal residence has the same meaning as a principal residence under Code Section 1034. Loan repayments
may be suspended under this Plan as permitted under Code Section 414(u)(4).



(d) Any loans granted or renewed shall be made pursuant to a Participant loan program. Such loan program shall be established in writing and must include, but need not be limited to, the following:



(1) the identity of the person or positions authorized to administer the
Participant loan program;



(2) a procedure for applying for
loans;



(3) the basis on which loans will be approved or
denied;



(4) limitations, if any, on the types and amounts of
loans offered;



(5) the procedure under the program for
determining a reasonable rate of interest;



(6) the types of
collateral which may secure a Participant loan; and



(7) the
events constituting default and the steps that will be taken to preserve Plan assets.



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Such Participant loan program shall be contained in a separate written document which,
when properly executed, is hereby incorporated by reference and made a part of the Plan. Furthermore, such Participant loan program may be modified or amended in writing from time to time without the necessity of amending this Section.



(e) Notwithstanding anything in this Plan to the
contrary, if a Participant or Beneficiary defaults on a loan made pursuant to this Section, then the loan default will be a distributable event to the extent permitted by the Code and Regulations.



(f) Notwithstanding anything in this Section to the
contrary, any loans made prior to the date this amendment and restatement is adopted shall be subject to the terms of the plan in effect at the time such loan was made.



7.5 DUTIES OF THE TRUSTEE REGARDING PAYMENTS



At the direction of the Administrator, the Trustee shall, from time to time, in accordance with the terms of the Plan, make
payments out of the Trust Fund. The Trustee shall not be responsible in any way for the application of such payments.



7.6 TRUSTEES COMPENSATION AND EXPENSES AND TAXES



The Trustee shall be paid such reasonable compensation as set forth in the Trustees fee schedule (if the Trustee has
such a schedule) or as agreed upon in writing by the Employer and the Trustee. However, an individual serving as Trustee who already receives full-time pay from the Employer shall not receive compensation from the Plan. In addition, the Trustee
shall be reimbursed for any reasonable expenses, including reasonable counsel fees incurred by it as Trustee. Such compensation and expenses shall be paid from the Trust Fund unless paid or advanced by the Employer. All taxes of any kind whatsoever
that may be levied or assessed under existing or future laws upon, or in respect of, the Trust Fund or the income thereof, shall be paid from the Trust Fund.



7.7 ANNUAL REPORT OF THE TRUSTEE



(a) Within a reasonable period of time after the later of the Anniversary Date or receipt of the Employer contribution for each Plan Year,
the Trustee, or its agent, shall furnish to the Employer and Administrator a written statement of account with respect to the Plan Year for which such contribution was made setting forth:



(1) the net income, or loss, of the Trust Fund;



(2) the gains, or losses, realized by the Trust Fund upon
sales or other disposition of the assets;



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(3) the increase, or decrease, in the value of the Trust Fund;



(4) all payments and distributions made from the Trust Fund; and



(5) such further information as the Trustee and/or
Administrator deems appropriate.



(b) The
Employer, promptly upon its receipt of each such statement of account, shall acknowledge receipt thereof in writing and advise the Trustee and/or Administrator of its approval or disapproval thereof. Failure by the Employer to disapprove any such
statement of account within thirty (30) days after its receipt thereof shall be deemed an approval thereof. The approval by the Employer of any statement of account shall be binding on the Employer and the Trustee as to all matters contained in the
statement to the same extent as if the account of the Trustee had been settled by judgment or decree in an action for a judicial settlement of its account in a court of competent jurisdiction in which the Trustee, the Employer and all persons having
or claiming an interest in the Plan were parties. However, nothing contained in this Section shall deprive the Trustee of its right to have its accounts judicially settled if the Trustee so desires.



7.8 AUDIT



(a) If an audit of the Plans records shall be required
by the Act and the regulations thereunder for any Plan Year, the Administrator shall direct the Trustee to engage on behalf of all Participants an independent qualified public accountant for that purpose. Such accountant shall, after an audit of the
books and records of the Plan in accordance with generally accepted auditing standards, within a reasonable period after the close of the Plan Year, furnish to the Administrator and the Trustee a report of the audit setting forth the
accountants opinion as to whether any statements, schedules or lists that are required by Act Section 103 or the Secretary of Labor to be filed with the Plans annual report, are presented fairly in conformity with generally accepted
accounting principles applied consistently.



(b) All auditing and accounting fees shall be an expense of and may, at the election of the Employer, be paid from the Trust Fund.



(c) If some or all of the information necessary to enable the Administrator to comply with Act Section 103 is maintained by a bank,
insurance company, or similar institution, regulated, supervised, and subject to periodic examination by a state or federal agency, then it shall transmit and certify the accuracy of that information to the Administrator as provided in Act Section
103(b) within one hundred twenty (120) days after the end of the Plan Year or such other date as may be prescribed under regulations of the Secretary of Labor.



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7.9 RESIGNATION, REMOVAL AND SUCCESSION OF TRUSTEE



(a) Unless otherwise agreed to by both the Trustee and the
Employer, a Trustee may resign at any time by delivering to the Employer, at least thirty (30) days before its effective date, a written notice of resignation.



(b) Unless otherwise agreed to by both the Trustee and the Employer, the Employer may remove a Trustee at any time by delivering to the
Trustee, at least thirty (30) days before its effective date, a written notice of such Trustees removal.



(c) Upon the death, resignation, incapacity, or removal of any Trustee, a successor may be appointed by the Employer; and such successor,
upon accepting such appointment in writing and delivering same to the Employer, shall, without further act, become vested with all the powers and responsibilities of the predecessor as if such successor had been originally named as a Trustee herein.
Until such a successor is appointed, the remaining Trustee or Trustees shall have full authority to act under the terms of the Plan.



(d) The Employer may designate one or more successors prior to the death, resignation, incapacity, or removal of a Trustee. In the event a
successor is so designated by the Employer and accepts such designation, the successor shall, without further act, become vested with all the powers and responsibilities of the predecessor as if such successor had been originally named as Trustee
herein immediately upon the death, resignation, incapacity, or removal of the predecessor.



(e) Whenever any Trustee hereunder ceases to serve as such, the Trustee shall furnish to the Employer and Administrator a written
statement of account with respect to the portion of the Plan Year during which the individual or entity served as Trustee. This statement shall be either (i) included as part of the annual statement of account for the Plan Year required under
Section 7.7 or (ii) set forth in a special statement. Any such special statement of account should be rendered to the Employer no later than the due date of the annual statement of account for the Plan Year. The procedures set forth in Section 7.7
for the approval by the Employer of annual statements of account shall apply to any special statement of account rendered hereunder and approval by the Employer of any such special statement in the manner provided in Section 7.7 shall have the same
effect upon the statement as the Employers approval of an annual statement of account. No successor to the Trustee shall have any duty or responsibility to investigate the acts or transactions of any predecessor who has rendered all statements
of account required by Section 7.7 and this subparagraph.



7.10 TRANSFER OF INTEREST



Notwithstanding any other provision contained in this Plan, the Trustee at the direction of the Administrator shall transfer the Vested interest, if any, of a Participant to another trust forming part of a pension, profit sharing or stock
bonus plan maintained by such Participants new employer and represented by said employer in writing as meeting the requirements of Code Section 401(a), provided that the trust to which such transfers are made permits the transfer to be made.



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7.11 TRUSTEE INDEMNIFICATION



The Employer agrees to indemnify and hold harmless the Trustee against any
and all claims, losses, damages, expenses and liabilities the Trustee may incur in the exercise and performance of the Trustees power and duties hereunder, unless the same are determined to be due to gross negligence or willful misconduct.



7.12 DIRECT ROLLOVER



(a) Notwithstanding any provision of the Plan to the
contrary that would otherwise limit a distributees election under this Section, a distributee may elect, at the time and in the manner prescribed by the Administrator, to have any portion of an eligible rollover
distribution that is equal to at least $500 paid directly to an eligible retirement plan specified by the distributee in a direct rollover.



(b) For purposes of this Section the following definitions shall apply:



(1) An eligible rollover distribution is any distribution of
all or any portion of the balance to the credit of the distributee, except that an eligible rollover distribution does not include: any distribution that is one of a series of substantially equal periodic payments (not less
frequently than annually) made for the life (or life expectancy) of the distributee or the joint lives (or joint life expectancies) of the distributee and the distributees designated beneficiary, or for a
specified period of ten years or more; any distribution to the extent such distribution is required under Code Section 401(a)(9); the portion of any other distribution that is not includible in gross income (determined without regard to the
exclusion for net unrealized appreciation with respect to employer securities); any hardship distribution described in Code Section 401(k)(2)(B)(i)(IV) made after December 31, 1999; and any other distribution that is reasonably expected to total
less than $200 during a year.



(2) An eligible
retirement plan is an individual retirement account described in Code Section 408(a), an individual retirement annuity described in Code Section 408(b), an annuity plan described in Code Section 403(a), or a qualified trust described in Code
Section 401(a), that accepts the distributees eligible rollover distribution. However, in the case of an eligible rollover distribution to the surviving spouse, an eligible retirement plan is an
individual retirement account or individual retirement annuity.



(3) A distributee includes an Employee or former Employee. In addition, the Employees or former Employees surviving spouse and the Employees or former Employees spouse or former spouse who is the



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alternate payee under a qualified domestic relations order, as defined in Code Section 414(p), are
distributees with regard to the interest of the spouse or former spouse.



(4) A direct rollover is a payment by the Plan to the eligible retirement plan specified by the distributee.



ARTICLE VIII

AMENDMENT, TERMINATION AND MERGERS



8.1 AMENDMENT



(a) The Employer shall
have the right at any time to amend this Plan, subject to the limitations of this Section. However, any amendment which affects the rights, duties or responsibilities of the Trustee or Administrator may only be made with the Trustees or
Administrators written consent. Any such amendment shall become effective as provided therein upon its execution. The Trustee shall not be required to execute any such amendment unless the amendment affects the duties of the Trustee hereunder.



(b) No amendment to the Plan shall be
effective if it authorizes or permits any part of the Trust Fund (other than such part as is required to pay taxes and administration expenses) to be used for or diverted to any purpose other than for the exclusive benefit of the Participants or
their Beneficiaries or estates; or causes any reduction in the amount credited to the account of any Participant; or causes or permits any portion of the Trust Fund to revert to or become property of the Employer.



(c) Except as permitted by Regulations (including Regulation
1.411(d)-4) or other IRS guidance, no Plan amendment or transaction having the effect of a Plan amendment (such as a merger, plan transfer or similar transaction) shall be effective if it eliminates or reduces any Section 411(d)(6) protected
benefit or adds or modifies conditions relating to Section 411(d)(6) protected benefits which results in a further restriction on such benefits unless such Section 411(d)(6) protected benefits are preserved with respect
to benefits accrued as of the later of the adoption date or effective date of the amendment. Section 411(d)(6) protected benefits are benefits described in Code Section 411(d)(6)(A), early retirement benefits and retirement-type
subsidies, and optional forms of benefit. A Plan amendment that eliminates or restricts the ability of a Participant to receive payment of the Participants interest in the Plan under a particular optional form of benefit will be permissible if
the amendment satisfies the conditions in (1) and (2) below:



(1) The amendment provides a single-sum distribution form that is otherwise identical to the optional form of benefit eliminated or restricted. For purposes of this condition (1), a single-sum distribution form is otherwise identical only
if it is identical in all respects to the eliminated or restricted optional form of benefit (or would be identical except that it provides greater rights to the Participant) except with respect to the timing of payments after commencement.



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(2) The amendment is not effective unless the amendment provides that the amendment shall not apply to
any distribution with an annuity starting date earlier than the earlier of: (i) the ninetieth (90th) day after the date the Participant receiving the distribution has been furnished a summary that reflects the amendment and that satisfies the Act
requirements at 29 CFR 2520.104b-3 (relating to a summary of material modifications) or (ii) the first day of the second Plan Year following the Plan Year in which the amendment is adopted.



8.2 TERMINATION



(a) The Employer shall have the right at any time to
terminate the Plan by delivering to the Trustee and Administrator written notice of such termination. Upon any full or partial termination, all amounts credited to the affected Participants Combined Accounts shall become 100% Vested as
provided in Section 6.4 and shall not thereafter be subject to forfeiture, and all unallocated amounts, including Forfeitures, shall be allocated to the accounts of all Participants in accordance with the provisions hereof.



(b) Upon the full termination of the Plan, the Employer
shall direct the distribution of the assets of the Trust Fund to Participants in a manner which is consistent with and satisfies the provisions of Section 6.5. Distributions to a Participant shall be made in cash or in property allocated to the
Participants account or through the purchase of irrevocable nontransferable deferred commitments from an insurer except, however, for property distributions made prior to the earlier of (A) the effective date of an amendment limiting
distribution in property to property allocated to the Participants account, or (B) the adoption date of this amendment and restatement, distributions in property are not limited to property in the Participants account. Except as
permitted by Regulations, the termination of the Plan shall not result in the reduction of Section 411(d)(6) protected benefits in accordance with Section 8.1(c).



8.3 MERGER, CONSOLIDATION OR TRANSFER OF ASSETS



This Plan and Trust may be merged or consolidated with, or its assets and/or
liabilities may be transferred to any other plan and trust only if the benefits which would be received by a Participant of this Plan, in the event of a termination of the Plan immediately after such transfer, merger or consolidation, are at least
equal to the benefits the Participant would have received if the Plan had terminated immediately before the transfer, merger or consolidation, and such transfer, merger or consolidation does not otherwise result in the elimination or reduction of
any Section 411(d)(6) protected benefits in accordance with Section 8.1(c).



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ARTICLE IX

TOP HEAVY



9.1
TOP HEAVY PLAN REQUIREMENTS



For any Top Heavy Plan Year, the
Plan shall provide the special vesting requirements of Code Section 416(b) pursuant to Section 6.4 of the Plan and the special minimum allocation requirements of Code Section 416(c) pursuant to Section 4.4 of the Plan.



9.2 DETERMINATION OF TOP HEAVY STATUS



(a) This Plan shall be a Top Heavy Plan for any Plan Year in
which, as of the Determination Date, (1) the Present Value of Accrued Benefits of Key Employees and (2) the sum of the Aggregate Accounts of Key Employees under this Plan and all plans of an Aggregation Group, exceeds sixty percent (60%) of the
Present Value of Accrued Benefits and the Aggregate Accounts of all Key and Non-Key Employees under this Plan and all plans of an Aggregation Group.



If any Participant is a Non-Key Employee for any Plan Year, but such Participant was a Key Employee for any prior Plan Year, such
Participants Present Value of Accrued Benefit and/or Aggregate Account balance shall not be taken into account for purposes of determining whether this Plan is a Top Heavy Plan (or whether any Aggregation Group which includes this Plan is a
Top Heavy Group). In addition, if a Participant or Former Participant has not performed any services for any Employer maintaining the Plan at any time during the five year period ending on the Determination Date, any accrued benefit for such
Participant or Former Participant shall not be taken into account for the purposes of determining whether this Plan is a Top Heavy Plan.



(b) Aggregate Account: A Participants Aggregate Account as of the Determination Date is the sum of:



(1) the Participants Combined Account balance as of the most recent
valuation occurring within a twelve (12) month period ending on the Determination Date.



(2) an adjustment for any contributions due as of the Determination Date. Such adjustment shall be the amount of any contributions actually made after the Valuation Date but due on or before the Determination Date,
except for the first Plan Year when such adjustment shall also reflect the amount of any contributions made after the Determination Date that are allocated as of a date in that first Plan Year.



(3) any Plan distributions made within the Plan Year that includes the
Determination Date or within the four (4) preceding Plan Years. However, in the case of distributions made after the Valuation Date and prior to the Determination Date, such distributions are not included as distributions for top heavy purposes to
the extent that such distributions are already included in the Participants Aggregate Account balance as of the



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Valuation Date. Notwithstanding anything herein to the contrary, all distributions, including
distributions under a terminated plan which if it had not been terminated would have been required to be included in an Aggregation Group, will be counted. Further, distributions from the Plan (including the cash value of life insurance policies) of
a Participants account balance because of death shall be treated as a distribution for the purposes of this paragraph.



(4) any Employee contributions, whether voluntary or mandatory. However, amounts attributable to tax deductible qualified voluntary employee
contributions shall not be considered to be a part of the Participants Aggregate Account balance.



(5) with respect to unrelated rollovers and plan-to-plan transfers (ones which are both initiated by the Employee and made from a plan maintained by one
employer to a plan maintained by another employer), if this Plan provides the rollovers or plan-to-plan transfers, it shall always consider such rollovers or plan-to-plan transfers as a distribution for the purposes of this Section. If this Plan is
the plan accepting such rollovers or plan-to-plan transfers, it shall not consider such rollovers or plan-to-plan transfers as part of the Participants Aggregate Account balance.



(6) with respect to related rollovers and plan-to-plan transfers (ones either not initiated by the Employee or made to a
plan maintained by the same employer), if this Plan provides the rollover or plan-to-plan transfer, it shall not be counted as a distribution for purposes of this Section. If this Plan is the plan accepting such rollover or plan-to-plan transfer, it
shall consider such rollover or plan-to-plan transfer as part of the Participants Aggregate Account balance, irrespective of the date on which such rollover or plan-to-plan transfer is accepted.



(7) For the purposes of determining whether two employers are to be treated
as the same employer in (5) and (6) above, all employers aggregated under Code Section 414(b), (c), (m) and (o) are treated as the same employer.



(c) Aggregation Group means either a Required Aggregation Group or a Permissive Aggregation Group as hereinafter determined.



(1) Required Aggregation Group: In determining a Required
Aggregation Group hereunder, each plan of the Employer in which a Key Employee is a participant in the Plan Year containing the Determination Date or any of the four preceding Plan Years, and each other plan of the Employer which enables any plan in
which a Key Employee participates to meet the requirements of Code Sections 401(a)(4) or 410, will be required to be aggregated. Such group shall be known as a Required Aggregation Group.



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In the case of a Required Aggregation Group, each plan in the group will be considered a Top Heavy Plan
if the Required Aggregation Group is a Top Heavy Group. No plan in the Required Aggregation Group will be considered a Top Heavy Plan if the Required Aggregation Group is not a Top Heavy Group.



(2) Permissive Aggregation Group: The Employer may also include any other
plan not required to be included in the Required Aggregation Group, provided the resulting group, taken as a whole, would continue to satisfy the provisions of Code Sections 401(a)(4) and 410. Such group shall be known as a Permissive Aggregation
Group.



In the case of a Permissive Aggregation Group, only a
plan that is part of the Required Aggregation Group will be considered a Top Heavy Plan if the Permissive Aggregation Group is a Top Heavy Group. No plan in the Permissive Aggregation Group will be considered a Top Heavy Plan if the Permissive
Aggregation Group is not a Top Heavy Group.



(3) Only those
plans of the Employer in which the Determination Dates fall within the same calendar year shall be aggregated in order to determine whether such plans are Top Heavy Plans.



(4) An Aggregation Group shall include any terminated plan of the Employer if it was maintained within the last five (5)
years ending on the Determination Date.



(d)
Determination Date means (a) the last day of the preceding Plan Year, or (b) in the case of the first Plan Year, the last day of such Plan Year.



(e) Present Value of Accrued Benefit: In the case of a defined benefit plan, the Present Value of Accrued Benefit for a Participant other
than a Key Employee, shall be as determined using the single accrual method used for all plans of the Employer and Affiliated Employers, or if no such single method exists, using a method which results in benefits accruing not more rapidly than the
slowest accrual rate permitted under Code Section 411(b)(1)(C). The determination of the Present Value of Accrued Benefit shall be determined as of the most recent Valuation Date that falls within or ends with the 12-month period ending on the
Determination Date except as provided in Code Section 416 and the Regulations thereunder for the first and second plan years of a defined benefit plan.



(f) Top Heavy Group means an Aggregation Group in which, as of the Determination Date, the sum of:



(1) the Present Value of Accrued Benefits of Key Employees under all
defined benefit plans included in the group, and



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(2) the Aggregate Accounts of Key Employees under all defined contribution plans included in the group,



exceeds sixty percent (60%) of a similar sum
determined for all Participants.



ARTICLE X

MISCELLANEOUS



10.1 PARTICIPANTS RIGHTS



This Plan shall not be deemed to constitute a contract between the Employer and any Participant or to be a consideration or an inducement for the
employment of any Participant or Employee. Nothing contained in this Plan shall be deemed to give any Participant or Employee the right to be retained in the service of the Employer or to interfere with the right of the Employer to discharge any
Participant or Employee at any time regardless of the effect which such discharge shall have upon the Employee as a Participant of this Plan.



10.2 ALIENATION



(a) Subject to the exceptions provided below, and as otherwise permitted by the Code and the Act, no benefit which shall be payable out of
the Trust Fund to any person (including a Participant or the Participants Beneficiary) shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt to anticipate,
alienate, sell, transfer, assign, pledge, encumber, or charge the same shall be void; and no such benefit shall in any manner be liable for, or subject to, the debts, contracts, liabilities, engagements, or torts of any such person, nor shall it be
subject to attachment or legal process for or against such person, and the same shall not be recognized by the Trustee, except to such extent as may be required by law.



(b) Subsection (a) shall not apply to the extent a Participant or Beneficiary is indebted to the Plan, by
reason of a loan made pursuant to Section 7.4. At the time a distribution is to be made to or for a Participants or Beneficiarys benefit, such proportion of the amount to be distributed as shall equal such indebtedness shall be paid to
the Plan, to apply against or discharge such indebtedness. Prior to making a payment, however, the Participant or Beneficiary must be given written notice by the Administrator that such indebtedness is to be so paid in whole or part from the
Participants Combined Account. If the Participant or Beneficiary does not agree that the indebtedness is a valid claim against the Vested Participants Combined Account, the Participant or Beneficiary shall be entitled to a review of the
validity of the claim in accordance with procedures provided in Sections 2.7 and 2.8.



(c) Subsection (a) shall not apply to a qualified domestic relations order defined in Code Section 414(p), and those other
domestic relations orders permitted to be so treated by the Administrator under the provisions of the Retirement Equity Act of 1984. The Administrator shall establish a written



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procedure to determine the qualified status of domestic relations orders and to administer distributions
under such qualified orders. Further, to the extent provided under a qualified domestic relations order, a former spouse of a Participant shall be treated as the spouse or surviving spouse for all purposes under the Plan.



(d) Subsection (a) shall not apply to an offset to a
Participants accrued benefit against an amount that the Participant is ordered or required to pay the Plan with respect to a judgment, order, or decree issued, or a settlement entered into, on or after August 5, 1997, in accordance with Code
Sections 401(a)(13)(C) and (D).



10.3
CONSTRUCTION OF PLAN



This Plan and Trust shall be construed
and enforced according to the Code, the Act and the laws of the Commonwealth of Massachusetts, other than its laws respecting choice of law, to the extent not pre-empted by the Act.



10.4 GENDER AND NUMBER



Wherever any words are used herein in the masculine, feminine or neuter gender, they shall be construed as though they were
also used in another gender in all cases where they would so apply, and whenever any words are used herein in the singular or plural form, they shall be construed as though they were also used in the other form in all cases where they would so
apply.



10.5 LEGAL ACTION



In the event any claim, suit, or proceeding is brought regarding the Trust
and/or Plan established hereunder to which the Trustee, the Employer or the Administrator may be a party, and such claim, suit, or proceeding is resolved in favor of the Trustee, the Employer or the Administrator, they shall be entitled to be
reimbursed from the Trust Fund for any and all costs, attorneys fees, and other expenses pertaining thereto incurred by them for which they shall have become liable.



10.6 PROHIBITION AGAINST DIVERSION OF FUNDS



(a) Except as provided below and otherwise specifically permitted by law, it shall be impossible by
operation of the Plan or of the Trust, by termination of either, by power of revocation or amendment, by the happening of any contingency, by collateral arrangement or by any other means, for any part of the corpus or income of any Trust Fund
maintained pursuant to the Plan or any funds contributed thereto to be used for, or diverted to, purposes other than the exclusive benefit of Participants, Former Participants, or their Beneficiaries.



(b) In the event the Employer shall make an excessive
contribution under a mistake of fact pursuant to Act Section 403(c)(2)(A), the Employer may demand repayment of such excessive contribution at any time within one (1) year following the time of payment and the Trustees shall return such amount to
the



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Employer within the one (1) year period. Earnings of the Plan attributable to the contributions may not
be returned to the Employer but any losses attributable thereto must reduce the amount so returned.



(c) Except for Sections 3.5, 3.6, and 4.1(d), any contribution by the Employer to the Trust Fund is conditioned upon the deductibility of
the contribution by the Employer under the Code and, to the extent any such deduction is disallowed, the Employer may, within one (1) year following the final determination of the disallowance, whether by agreement with the Internal Revenue Service
or by final decision of a competent jurisdiction, demand repayment of such disallowed contribution and the Trustee shall return such contribution within one (1) year following the disallowance. Earnings of the Plan attributable to the contribution
may not be returned to the Employer, but any losses attributable thereto must reduce the amount so returned.



10.7 EMPLOYERS AND TRUSTEES PROTECTIVE CLAUSE



The Employer, Administrator and Trustee, and their successors, shall not be responsible for the validity of any Contract
issued hereunder or for the failure on the part of the insurer to make payments provided by any such Contract, or for the action of any person which may delay payment or render a Contract null and void or unenforceable in whole or in part.



10.8 INSURERS PROTECTIVE CLAUSE



Except as otherwise agreed upon in writing between the
Employer and the insurer, an insurer which issues any Contracts hereunder shall not have any responsibility for the validity of this Plan or for the tax or legal aspects of this Plan. The insurer shall be protected and held harmless in acting in
accordance with any written direction of the Trustee, and shall have no duty to see to the application of any funds paid to the Trustee, nor be required to question any actions directed by the Trustee. Regardless of any provision of this Plan, the
insurer shall not be required to take or permit any action or allow any benefit or privilege contrary to the terms of any Contract which it issues hereunder, or the rules of the insurer.



10.9 RECEIPT AND RELEASE FOR PAYMENTS



Any payment to any Participant, the Participants legal representative, Beneficiary, or to any guardian or committee
appointed for such Participant or Beneficiary in accordance with the provisions of the Plan, shall, to the extent thereof, be in full satisfaction of all claims hereunder against the Trustee and the Employer, either of whom may require such
Participant, legal representative, Beneficiary, guardian or committee, as a condition precedent to such payment, to execute a receipt and release thereof in such form as shall be determined by the Trustee or Employer.



10.10 ACTION BY THE EMPLOYER



Whenever the Employer under the terms of the Plan is permitted or required
to do or perform any act or matter or thing, it shall be done and performed by a person duly authorized by its legally constituted authority.



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10.11 NAMED FIDUCIARIES AND ALLOCATION OF RESPONSIBILITY



The named Fiduciaries of this Plan are (1) the Employer, (2) the
Administrator, (3) the Trustee and (4) any Investment Manager appointed hereunder. The named Fiduciaries shall have only those specific powers, duties, responsibilities, and obligations as are specifically given them under the Plan including, but
not limited to, any agreement allocating or delegating their responsibilities, the terms of which are incorporated herein by reference. In general, the Employer shall have the sole responsibility for making the contributions provided for under
Section 4.1; and shall have the authority to appoint and remove the Trustee and the Administrator; to formulate the Plans funding policy and method; and to amend or terminate, in whole or in part, the Plan. The Administrator shall
have the sole responsibility for the administration of the Plan, including, but not limited to, the items specified in Article II of the Plan, as the same may be allocated or delegated thereunder. The Administrator shall act as the named Fiduciary
responsible for communicating with the Participant according to the Participant Direction Procedures. The Trustee shall have the sole responsibility of management of the assets held under the Trust, except to the extent directed pursuant to Article
II or with respect to those assets, the management of which has been assigned to an Investment Manager, who shall be solely responsible for the management of the assets assigned to it, all as specifically provided in the Plan. Each named Fiduciary
warrants that any directions given, information furnished, or action taken by it shall be in accordance with the provisions of the Plan, authorizing or providing for such direction, information or action. Furthermore, each named Fiduciary may rely
upon any such direction, information or action of another named Fiduciary as being proper under the Plan, and is not required under the Plan to inquire into the propriety of any such direction, information or action. It is intended under the Plan
that each named Fiduciary shall be responsible for the proper exercise of its own powers, duties, responsibilities and obligations under the Plan as specified or allocated herein. No named Fiduciary shall guarantee the Trust Fund in any manner
against investment loss or depreciation in asset value. Any person or group may serve in more than one Fiduciary capacity.



10.12 HEADINGS



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



10.13 APPROVAL BY INTERNAL REVENUE
SERVICE



Notwithstanding anything herein to the contrary, if,
pursuant to an application for qualification filed by or on behalf of the Plan by the time prescribed by law for filing the Employers return for the taxable year in which the Plan is adopted, or such later date that the Secretary of the
Treasury may prescribe, the Commissioner of Internal Revenue Service or the Commissioners delegate should determine that the Plan does not initially qualify as a tax-exempt plan under Code Sections 401 and 501, and such determination is not
contested, or if contested, is finally upheld, then if the Plan is a new plan, it shall be void ab initio and all amounts contributed to the Plan by the Employer, less expenses paid, shall be returned within one (1) year and the Plan shall
terminate, and the Trustee shall be discharged from all further obligations. If the disqualification relates to an amended plan, then the Plan shall operate as if it had not been amended.



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10.14 UNIFORMITY



All provisions of this Plan shall be interpreted and applied in a uniform, nondiscriminatory manner. In the event of any
conflict between the terms of this Plan and any Contract purchased hereunder, the Plan provisions shall control.



ARTICLE XI

PARTICIPATING EMPLOYERS



11.1 ADOPTION BY OTHER EMPLOYERS



Notwithstanding anything herein to the contrary, with the consent of the
Employer and Trustee, any other corporation or entity, whether an affiliate or subsidiary or not, may adopt this Plan and all of the provisions hereof, and participate herein and be known as a Participating Employer, by a properly executed document
evidencing said intent and will of such Participating Employer.



11.2 REQUIREMENTS OF PARTICIPATING EMPLOYERS



(a) Each such Participating Employer shall be required to use the same Trustee as provided in this Plan.



(b) The Trustee may, but shall not be required to, commingle, hold and invest as one Trust Fund all contributions made by Participating
Employers, as well as all increments thereof.



(c) Any expenses of the Plan which are to be paid by the Employer or borne by the Trust Fund shall be paid by each Participating Employer in the same proportion that the total amount standing to the credit of all Participants employed by
such Employer bears to the total standing to the credit of all Participants.



11.3 DESIGNATION OF AGENT



Each Participating Employer shall be deemed to be a party to this Plan; provided, however, that with respect to all of its relations with the Trustee and Administrator for the purpose of this Plan, each Participating Employer shall be
deemed to have designated irrevocably the Employer as its agent. Unless the context of the Plan clearly indicates the contrary, the word Employer shall be deemed to include each Participating Employer as related to its adoption of the
Plan.



11.4 EMPLOYEE TRANSFERS



In the event an Employee is transferred between Participating Employers,
accumulated service and eligibility shall be carried with the Employee involved. No such transfer shall effect a termination of employment hereunder, and the Participating Employer to which the Employee is transferred shall thereupon become
obligated hereunder with respect to such Employee in the same manner as was the Participating Employer from whom the Employee was transferred.



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11.5 PARTICIPATING EMPLOYER CONTRIBUTION AND FORFEITURES



Any contribution or Forfeiture subject to allocation during each Plan Year
shall be allocated only among those Participants of the Employer or Participating Employers making the contribution or by which the forfeiting Participant was employed. However, if the contribution is made, or the forfeiting Participant was
employed, by an Affiliated Employer, in which event such contribution or Forfeiture shall be allocated among all Participants of all Participating Employers who are Affiliated Employers in accordance with the provisions of this Plan. On the basis of
the information furnished by the Administrator, the Trustee may keep separate books and records concerning the affairs of each Participating Employer hereunder and as to the accounts and credits of the Employees of each Participating Employer. The
Trustee may, but need not, register Contracts so as to evidence that a particular Participating Employer is the interested Employer hereunder, but in the event of an Employee transfer from one Participating Employer to another, the employing
Participating Employer shall immediately notify the Trustee thereof.



11.6 AMENDMENT



Amendment of
this Plan by the Employer at any time when there shall be a Participating Employer hereunder shall only be by the written action of each and every Participating Employer and with the consent of the Trustee where such consent is necessary in
accordance with the terms of this Plan.



11.7
DISCONTINUANCE OF PARTICIPATION



Any Participating Employer
shall be permitted to discontinue or revoke its participation in the Plan at any time. At the time of any such discontinuance or revocation, satisfactory evidence thereof and of any applicable conditions imposed shall be delivered to the Trustee.
The Trustee shall thereafter transfer, deliver and assign Contracts and other Trust Fund assets allocable to the Participants of such Participating Employer to such new trustee as shall have been designated by such Participating Employer, in the
event that it has established a separate qualified retirement plan for its employees provided, however, that no such transfer shall be made if the result is the elimination or reduction of any Section 411(d)(6) protected benefits as
described in Section 8.1(c). If no successor is designated, the Trustee shall retain such assets for the Employees of said Participating Employer pursuant to the provisions of Article VII hereof. In no such event shall any part of the corpus or
income of the Trust Fund as it relates to such Participating Employer be used for or diverted for purposes other than for the exclusive benefit of the Employees of such Participating Employer.



11.8 ADMINISTRATORS AUTHORITY



The Administrator shall have authority to make any and all necessary rules
or regulations, binding upon all Participating Employers and all Participants, to effectuate the purpose of this Article.



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IN WITNESS WHEREOF, this Plan has been executed the day and year first above written.



Signed, sealed, and delivered

in the presence of:



|                         |  |  |  |                   |  |                         |  |       
|------------------------ |  |  |  | ----------------- |  | ----------------------- |  | ------
|                         |  |  |  | Spire Corporation |  |                        
|                         |  |  |  |                  
|/s/ Sheryl J. Einarson   |  |  |  | By                |  | /s/ Mark C. Little      |  |       
|                         |  |  |  |                   |  | EMPLOYER                |  |       
|                         |  |  |  |                  
|/s/ David R. Lipinski    |  |  |  |                   |  |                         |  |       
|WITNESSES AS TO EMPLOYER |  |  |  |                   |  |                         |  |       
|                         |  |  |  |                  
|/s/ Sheryl J. Einarson   |  |  |  | By                |  | /s/ Roger G. Little     |  | (SEAL)
|                         |  |  |  |                   |  | TRUSTEE ROGER G. LITTLE |  |       
|/s/ Mark C. Little       |  |  |  |                   |  |                         |  |       
|WITNESSES AS TO TRUSTEE  |  |  |  |                   |  |                         |  |       



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