exv4w2






Exhibit 4.2



White Springs Agricultural

Chemicals, Inc. Savings and

Investment Plan for Collective

Bargaining Employees



(Amended as of January 1, 2007)





 









 








Contents




	 	 	 	 	 
	Article 1. Establishment of Plan
	 	 	1	 
	1.1 The Plan
	 	 	1	 
	1.2 Purpose of the Plan
	 	 	1	 
	1.3 Applicability of the Plan
	 	 	1	 
	 
	 	 	 	 
	Article 2. Definitions
	 	 	2	 
	2.1 Definitions
	 	 	2	 
	2.2 Gender and Number
	 	 	11	 
	2.3 Requirement to Be in Written Form
	 	 	11	 
	 
	 	 	 	 
	Article 3. Participation and Service
	 	 	12	 
	3.1 Date of Participation
	 	 	12	 
	3.2 Duration
	 	 	12	 
	3.3 Transfers
	 	 	12	 
	3.4 Service
	 	 	12	 
	 
	 	 	 	 
	Article 4. Pretax Deferrals, After-Tax Contributions and Adjustment
Contributions
	 	 	14	 
	4.1 Pretax Deferrals and After-Tax Contributions
	 	 	14	 
	4.2 Pretax Deferral and After-Tax Contribution Election Procedures
	 	 	14	 
	4.3 Discontinuance or Change in Rate of Pretax Deferrals and After-Tax Contributions
	 	 	14	 
	4.4 Compensation Reduction
	 	 	15	 
	4.5 Individual Maximum Pretax Deferrals and After-Tax Contributions
	 	 	15	 
	4.6 Discrimination Limits on Pretax Deferrals
	 	 	16	 
	4.7 Adjustment Contributions
	 	 	17	 
	4.8 Deposit of Pretax Deferrals and After-Tax Contributions
	 	 	18	 
	4.9 Crediting of Pretax Deferrals and After-Tax Contributions
	 	 	18	 
	4.10 Distribution of Excess Deferrals
	 	 	18	 
	4.11 Contributions for Reemployed Veterans
	 	 	18	 






i









 






	 	 	 	 	 
	Article 5. Employer Contributions
	 	 	19	 
	5.1 Employer Contributions
	 	 	19	 
	5.2 Deposit of Employer Contributions
	 	 	20	 
	5.3 Crediting of Employer Contributions
	 	 	20	 
	5.4 Forfeitures
	 	 	20	 
	5.5 Limitation on Annual Additions
	 	 	20	 
	5.6 “Annual Addition” Defined
	 	 	20	 
	5.7 Other Defined Contribution Plans
	 	 	21	 
	5.8 Deductibility Limitation
	 	 	21	 
	5.9 Adjustment of Allocations
	 	 	21	 
	 
	 	 	 	 
	Article 6. Vesting and Benefits
	 	 	22	 
	6.1 Vesting
	 	 	22	 
	6.2 Payment After Separation from Service or Age 70 1/2
	 	 	22	 
	6.3 Restoration of Nonvested Interests
	 	 	23	 
	6.4 Death Benefits
	 	 	23	 
	6.5 Forms of Payment
	 	 	24	 
	6.6 Time of Payment of Benefits
	 	 	28	 
	6.7 Withdrawals
	 	 	28	 
	6.8 Debiting of Investment Funds
	 	 	29	 
	6.9 Small Amounts and Deferral of Benefit Payments
	 	 	29	 
	6.10 Direct Rollovers; Withholding
	 	 	30	 
	 
	 	 	 	 
	Article 7. Participant Loans
	 	 	33	 
	7.1 Eligibility
	 	 	33	 
	7.2 Loan Amount
	 	 	33	 
	7.3 Loan Terms
	 	 	34	 
	7.4 Source of Loan Funds and Valuation
	 	 	34	 
	7.5 Loan Account
	 	 	34	 
	7.6 Repayments
	 	 	35	 
	7.7 Leave of Absence
	 	 	35	 
	7.8 Separation from Service
	 	 	36	 
	7.9 Delinquent Payments
	 	 	36	 
	7.10 Default
	 	 	36	 
	7.11 Discontinuance
	 	 	37	 
	7.12 Loan Restrictions
	 	 	37	 
	 
	 	 	 	 
	Article 8. Investment Elections
	 	 	38	 
	8.1 Investment of Contributions
	 	 	38	 
	8.2 Transfers of Existing Balances
	 	 	38	 
	8.3 Transfer of Assets
	 	 	38	 






ii









 






	 	 	 	 	 
	Article 9. Participant Accounts and Records of the Plan
	 	 	40	 
	9.1 Accounts and Records
	 	 	40	 
	9.2 Account Value
	 	 	40	 
	9.3 Investment Funds
	 	 	40	 
	9.4 Valuation Adjustments
	 	 	40	 
	9.5 Accounting
	 	 	41	 
	9.6 Loan Accounts
	 	 	41	 
	9.7 Rollovers
	 	 	41	 
	9.8 Imposition of Reasonable Restrictions
	 	 	41	 
	 
	 	 	 	 
	Article 10. Financing
	 	 	42	 
	10.1 Financing
	 	 	42	 
	10.2 Employer Contributions
	 	 	42	 
	10.3 Non-Reversion
	 	 	42	 
	10.4 Direct Transfer of Assets from Plans of Acquired Entities
	 	 	43	 
	 
	 	 	 	 
	Article 11. Administration
	 	 	44	 
	11.1 The Committee
	 	 	44	 
	11.2 Chairman, Secretary, and Employment of Specialists
	 	 	44	 
	11.3 Compensation and Expenses
	 	 	44	 
	11.4 Manner of Action
	 	 	44	 
	11.5 Subcommittees
	 	 	44	 
	11.6 Other Agents
	 	 	45	 
	11.7 Records
	 	 	45	 
	11.8 Rules
	 	 	45	 
	11.9 Committee’s Powers and Duties
	 	 	45	 
	11.10 Investment Responsibilities
	 	 	46	 
	11.11 Committee’s Decisions Conclusive
	 	 	46	 
	11.12 Indemnity for Liability
	 	 	47	 
	11.13 Fiduciaries
	 	 	49	 
	11.14 Notice of Address
	 	 	49	 
	11.15 Data
	 	 	49	 
	11.16 Benefit Claims Procedures
	 	 	50	 
	11.17 Member’s Own Participation
	 	 	51	 
	 
	 	 	 	 
	Article 12. Amendment and Termination
	 	 	52	 
	12.1 Amendment and Termination
	 	 	52	 
	12.2 Distribution on Termination
	 	 	53	 
	12.3 Successors
	 	 	53	 
	12.4 Plan Merger or Transfer
	 	 	53	 
	12.5 Participating Affiliates
	 	 	53	 






iii









 






	 	 	 	 	 
	Article 13. Miscellaneous Provisions
	 	 	54	 
	13.1 Employment Rights
	 	 	54	 
	13.2 No Examination or Accounting
	 	 	54	 
	13.3 Investment Risk
	 	 	54	 
	13.4 Non-Alienation
	 	 	54	 
	13.5 Incompetency
	 	 	54	 
	13.6 Severability
	 	 	55	 
	13.7 Counterparts
	 	 	55	 
	13.8 Service of Legal Process
	 	 	55	 
	13.9 Headings of Articles and Sections
	 	 	55	 
	13.10 Construction and Applicable Law
	 	 	55	 
	13.11 Unclaimed Benefits
	 	 	55	 
	 
	 	 	 	 
	Appendix A. Employee Stock Ownership Plan
	 	 	57	 







iv









 








Article 1. Establishment of Plan




1.1 The Plan



White Springs Agricultural Chemicals, Inc. (“Company”) adopted the White Springs Agricultural
Chemicals, Inc. Savings and Investment Plan for Collective Bargaining Employees (hereinafter
referred to as the “Plan”) for the benefit of Eligible Employees, effective as of November 1, 1995.



In 2001, the Plan was amended to add an account (“ESOP Account”) that is designated as a stock
bonus plan within the meaning of Code section 401(a)(23) and an employee stock ownership plan
(“ESOP”) within the meaning of Code section 4975(e)(7).



Effective as of January 1, 2007, the Plan is hereby amended and restated to reflect changes in laws
and regulations issued since the time of the last Plan restatement, including the Economic Growth
and Tax Relief Reconciliation Act of 2001, as well as to incorporate plan amendments and negotiated
changes in the collective bargaining agreement made since the last restatement.



Although the Plan is generally effective as of January 1, 2007, certain individual provisions of
the Plan are retroactively effective, as specifically noted herein. In cases where provisions are
identified as being retroactively effective, the Committee and Employers have administered the Plan
in a manner consistent with such changes at all times on and after such effective dates. The Plan
is intended to include all legally-required and other changes in effect through December 31, 2006.
The Plan and Trust are intended to meet the requirements of section 401(a), 401(k), and 501(a) of
the Internal Revenue Code of 1986, as amended.




1.2 Purpose of the Plan



This Plan is intended to encourage and assist Eligible Employees in adopting a regular program of
savings to provide additional security for their retirement.




1.3 Applicability of the Plan



The provisions of this current Plan restatement are applicable to Participants who are employed
with the Employer or an Affiliate on or after January 1, 2007. Except as so provided, any person
who was covered under the Plan as in effect on December 31, 2006, and whose employment with the
Employer and Affiliates terminated prior to January 1, 2007, and who was entitled to benefits under
the provisions of the Plan as in effect on December 31, 2006, shall continue to be entitled to the
same amount of benefits without change under this Plan. Notwithstanding the above, to the extent
that certain provisions of this Plan become effective prior to January 1, 2007, those same
provisions shall apply to Participants (or Beneficiaries) who participate in the Plan after that
effective date. In addition, the minimum distribution requirements described in Code section
401(a)(9) shall apply to previously terminated and retired employees, to the extent required by
law.




1









 








Article 2. Definitions




2.1 Definitions



Whenever used in the Plan the following terms shall have the respective meanings set forth below
unless otherwise required by the context in which they are used:





	(a)	 	“Accounting Date” shall mean each business day of the Plan Year upon which dates Savings
Accounts may be valued and distributions or transfers made.
	 
	(b)	 	“Adjustment Contributions” shall mean Pretax Deferrals which are converted to After-Tax
Contributions in order to comply with nondiscrimination tests of Code section 401(k).
	 
	(c)	 	“Affiliate” shall mean a corporation or other employer which is controlled by or under common
control with the Company, within the meaning of sections 414 and 1563 of the Code. The
determination of control shall be made without reference to paragraphs (a)(4) and (e)(3)(C) of
section 1563, and solely for the purpose of applying the limitations of sections 5.5 through
5.8 of this Plan, the phrase “more than 50 percent” shall be substituted for the phrase “at
least 80 percent” each place it appears in section 1563(a)(1). In addition, to the extent that
the context may so require, “Affiliate” shall mean any member of an affiliated service group
(within the meaning of section 414(m) of the Code) to which the Company belongs, and any
corporation, trade or business which is 50 percent or more owned, directly or indirectly, by
the Company and is designated by the Board as an Affiliate.
	 
	(d)	 	“After-Tax Contributions” shall mean the amount, in whole percentage points, from 1 percent
to 15 percent of Compensation a Participant requests the Company to contribute on his behalf
on an after-tax basis in accordance with section 4.1.
	 
	(e)	 	“Alternate Payee” shall have the same meaning as assigned to that term in section 414(p)(8)
of the Code.
	 
	(f)	 	“Beneficiary” means the person or persons (who may be named contingently or successively)
designated by a Participant, an Alternate Payee, or a beneficiary of a deceased Participant or
a deceased Alternate Payee to receive his Savings Account in the event of his death. Each
Participant, Alternate Payee, and beneficiary of a deceased Participant or Alternate Payee,
except married Participants prior to the day they reach age 35, may designate at any time, and
any number of times, a beneficiary on a form prescribed by the Committee, and such designation
will be effective only when filed in writing with the Committee, and shall revoke all prior
designations by the same Participant or Alternate Payee. The Committee shall require that a
married Participant who designates a Beneficiary other than his spouse obtain and submit to
the Committee the spouse’s notarized written consent to the designation on a form that
discloses to the spouse the potential effect of such consent. If a Participant is married and
is under age 35, then his Beneficiary shall be his spouse. If no Beneficiary is designated at
the time of the Participant’s or Alternate Payee’s death, or at the time of death of the
beneficiary of a deceased Participant or Alternate Payee, or if no person so designated shall
survive the




2









 












	 	 	Participant, Alternate Payee, or beneficiary of a deceased Participant or Alternate Payee,
the Beneficiary shall be his spouse, or if the deceased individual has no surviving spouse,
his surviving children equally, or if there are no surviving children, his surviving parents
equally, or if only one parent is living, his living parent, or if no parent is living, his
surviving siblings equally, or if only one sibling is living, his surviving sibling, or if
no sibling is living, his estate.
	 
	(g)	 	“Board of Directors” or “Board” means the Board of Directors of White Springs Agricultural
Chemicals, Inc.
	 
	(h)	 	“Code” shall mean the Internal Revenue Code of 1986, as amended.
	 
	(i)	 	“Collective Bargaining Unit” shall have the meaning assigned to that term in Treasury
Regulation section 1.401(k)-1(g)(11)(iii).
	 
	(j)	 	“Committee” means the Committee appointed by the Board to administer the Plan in accordance
with the provisions of Article 11 of this Plan.
	 
	(k)	 	“Company” means White Springs Agricultural Chemicals, Inc.
	 
	(l)	 	“Compensation” shall be defined as follows:






	 	(1)	 	For Participants compensated at an hourly rate, the amount of Compensation for
each pay period shall be the base hourly rate in effect at the beginning of the Plan
Year, or as adjusted during the Plan Year as a result of a negotiated agreement between
the Participant’s Collective Bargaining Unit and his Employer, (subject to the
exclusions listed below) multiplied by the number of regularly scheduled hours worked
in a pay period. Notwithstanding the preceding sentence, for Plan Years beginning on
and after January 1, 2007, the amount of Compensation for each pay period shall be the
base hourly rate in effect at the beginning of the pay period (rather than the
beginning of the Plan Year), or as otherwise adjusted as described above, and then
multiplied by the number of regularly scheduled hours worked in a pay period.
	 
	 	(2)	 	For Participants compensated on a Twelve Hour Shift Basis, the amount of
Compensation for each pay period shall be the Participant’s annual base salary of
record (including Guaranteed Overtime) divided by the number of pay periods applicable
to the Participant during the Plan Year. For the purpose of this subsection 2.1(l), the
term “Twelve Hour Shift Basis” means any arrangement whereby Participants work twelve
hour daily shifts which may result in alternating work weeks of more and less than
forty hours per week. Additionally, for the purpose of this subsection 2.1(l), the term
“Guaranteed Overtime” means compensation paid to a Participant for overtime work
assigned to the Participant at the beginning of the year. Notwithstanding the preceding
paragraph, for Plan Years beginning on and after January 1, 2007, the amount of
Compensation for each pay




3









 












	 	 	 	period shall be adjusted as necessary to reflect increases in the Participant’s base
salary that occur during the Plan Year.






	 	(3)	 	For Plan Years beginning on or after January 1, 2002, no earnings in a Plan
Year of a Participant in excess of $200,000, or such higher amount as shall be
permitted by the Secretary of the Treasury, shall be included in Compensation.
Compensation will be determined in accordance with the following rules:
	 
	 	(4)	 	Compensation shall include—






	 	(A)	 	Pretax Deferrals,
	 
	 	(B)	 	vacation pay received in periodic payments, but shall not include
single sum vacation payments to active or terminating Employees, and
	 
	 	(C)	 	wages received during paid leaves of absence and periodic severance
pay, but shall not include single sum severance payments.






	 	(5)	 	Compensation shall exclude—






	 	(A)	 	bonuses, incentives, overtime, shift differential, and overseas
differentials,
	 
	 	(B)	 	reimbursement for expenses or allowances, including automobile
allowances and moving allowances,
	 
	 	(C)	 	any amount contributed by the Employer (in addition to Pretax
Deferrals) to any pension plan or plan of deferred compensation,
	 
	 	(D)	 	any amount contributed by an Employer (in addition to Pretax
Deferrals) to this Plan,
	 
	 	(E)	 	any amount paid by an Employer for other fringe benefits, such as
health and hospitalization, and group life insurance benefits, or perquisites,
and
	 
	 	(F)	 	any long-term disability payments and sickness and accident benefit
payments.






	(m)	 	“Disability” or “Disabled” means—






	 	(1)	 	disabled under section 423 of title 42 of the U. S. Code if the Participant
receives disability insurance benefits thereunder, or
	 
	 	(2)	 	disabled as determined by the Committee.






	 	 	If a Participant is Disabled under paragraph (1), the Participant shall be considered to be
Disabled as of the time of commencement of benefits as described above.




4









 












	(n)	 	“Effective Date” means November 1, 1995.
	 
	(o)	 	“Eligible Employee”






	 	(1)	 	In General. On or after the Participating Location Effective Date for an
Employee’s Participating Location and satisfaction of any waiting period specified in a
collective bargaining agreement applicable to the Employee, the Employee shall become
an Eligible Employee as follows:






	 	(A)	 	Regular Employees. The term “Eligible Employee” means any Employee
who is employed on a regular basis by an Employer at a Participating Location
whose employment was covered by a collective bargaining agreement between the
Company and Local 784, International Chemical Workers Union.
	 
	 	(B)	 	Other Employees. A person who is employed on a part-time,
temporary, or as-needed basis shall become an Eligible Employee if he is credited
with one year of Eligibility Service and his employment is covered by a
collective bargaining agreement between the Company and Local 784.
	 
	 	 	 	An Employee shall be credited with a year of Eligibility Service on the last day
of an eligibility computation period in which he or she is credited with at
least 1,000 Hours of Service.
	 
	 	 	 	If a leased employee becomes an Employee, such leased employee shall be treated
as an Employee for the purpose of the preceding paragraph for the period during
which he or she performs services as a leased employee for the Company or an
Affiliate. For the purpose of this paragraph, the term “leased employee” has the
meaning given by Code section 414(n) except that the one-year full-time service
requirement of Code section 414(n)(2)(B) shall not apply.
	 
	 	(C)	 	Transfer to Regular Status. If a person who is employed on a
part-time, temporary, or as-needed basis is converted to employment on a regular
basis, he or she shall immediately become an Eligible Employee.






	 	(2)	 	Definitions. For the purpose of this subsection—






	 	(A)	 	As-Needed Basis. The term “as-needed basis” means as of the time of
employment, being employed during periods of limited duration as may be required
from time to time.
	 
	 	(B)	 	Eligibility Computation Period. The term “Eligibility Computation
Period” means—










5









 












	 	(i)	 	the one-year period starting on the date the Employee
is credited with his or her first Hour of Service with the Company or an
Affiliate,
	 
	 	(ii)	 	the first Plan Year that begins after such date, and
	 
	 	(iii)	 	subsequent Plan Years.






	 	(C)	 	Hour of Service. The term “Hour of Service” means an hour of
service as defined by Department of Labor regulation 2520.200b-2.
	 
	 	(D)	 	Part-Time Basis. The term “part-time basis” means, as of the time
of employment, being regularly scheduled to work fewer than thirty hours per
week.
	 
	 	(E)	 	Temporary Basis. The term “temporary basis” means, as of the time
of employment, being employed for a pre-established duration of less than one
year; and the term “regular basis” means, as of the time of employment, any basis
other than as-needed, part-time, or temporary.






	 	(3)	 	Cancellation and Restoration of Eligibility Service.






	 	(A)	 	In General. An Employee’s Eligibility Service shall be canceled if
he or she incurs a one-year Break in Service.
	 
	 	(B)	 	One-Year Break in Service.






	 	(i)	 	In General. A one-year Break in Service for this
subsection shall occur if an Employee is credited with less than 501 Hours
of Service in an Eligibility Computation Period.
	 
	 	(ii)	 	Maternity or Paternity Leave. Solely for the purpose of
determining whether an Employee incurs a one-year Break in Service under
this paragraph, the Committee shall credit Hours of Service during an
Employee’s unpaid absence due to maternity or paternity leave.
	 
	 	 	 	The Committee shall consider an Employee on maternity or paternity leave
if the Employee’s absence is due to the Employee’s pregnancy, the birth of
the Employee’s child, the placement of a child with the Employee in
connection with an adoption, or the care of the Employee’s child
immediately following the child’s birth or placement for adoption. The
Committee shall credit Hours of Service on the basis of the number of
Hours of Service the Employee would receive if he were paid during the
absence. If the Committee cannot determine the number of Hours of Service
the Employee would receive, the Committee shall credit Hours of Service on
the basis of 8 hours per day during the absence. The










6









 






	 	 	 	Committee shall credit only the number (not exceeding 501) of Hours of
Service necessary to prevent a one-year Break in Service.
	 
	 	 	 	The Committee shall credit all Hours of Service described in this clause
to the first Eligibility Computation Period in which the absence period
begins or, if the Employee does not need these Hours of Service to prevent
a one-year Break in Service in such Eligibility Computation Period, the
Committee shall credit these Hours of Service to the immediately following
Eligibility Computation Period.






	 	(C)	 	Reemployment. Reemployment. If an Employee who has incurred a
one-year Break in Service is reemployed by an Employer or an Affiliate, he shall
be recredited with his prior Eligibility Service effective as of the first Hour
of Service following reemployment unless—






	 	(i)	 	when he terminated employment he did not have any
amounts credited to the Pretax Deferral Account or his Employer Performance
Contributions Account, and did not have any vested interest in his Matching
Account, and
	 
	 	(ii)	 	the number of his one-year Breaks in Service equals or
exceeds the greater of five or the number of his years of Eligibility
Service at termination of employment.






	 	 	 	If a rehired Employee is not recredited with his prior years of Eligibility
Service, he shall be treated as a new Employee.






	(p)	 	“Employee” means any person employed by the Company or by an Affiliate.
	 
	(q)	 	“Employer” means the Company and any Affiliate which is designated by the Board and which
adopts this Plan.
	 
	(q-1) 	 	“Employer Performance Contributions” means the contributions described in section 5.1(b)
	 
	(r)	 	“ERISA” means the Employee Retirement Income Security Act of 1974, as from time to time
amended.
	 
	(s)	 	“Inactive Participant” means an Employee who was a Participant but who is transferred to and
is in a position of employment where he is no longer an Eligible Employee.
	 
	(t)	 	“Investment Fund” means such investment funds as the Committee may designate.
	 
	(u)	 	“Loan Account” means the account created under section 7.5 representing the unpaid principal
outstanding on a loan to any Employee.




7









 






	(v)	 	“Participant” means any Eligible Employee who has met the requirements to become a
Participant as set forth in section 3.1 hereof, and shall include, where appropriate to the
context, any former Participant described in section 3.2.
	 
	(w)	 	“Participating Location” means a facility operated by an Employer where eligibility to
participate in the Plan has been negotiated by the union which is recognized by that Employer
for collective bargaining purposes for Employees at that facility.
	 
	(x)	 	“Participating Location Effective Date” means the effective date for participation in the
Plan by Employees who are represented by the union which is recognized by their Employer for
collective bargaining purposes at a Participating Location. A Participating Location Effective
Date shall be specified in the collective bargaining agreement.
	 
	(y)	 	“Plan Year” means the calendar year.
	 
	(z)	 	“Pretax Deferrals” means the amount, in whole percentage points, from 1 percent to 15 percent
of Compensation a Participant requests the Company to defer on his behalf on a pretax basis in
accordance with section 4.1.
	 
	(aa)	 	“Retire” or “Retirement” means any Separation from Service for reasons other than death after
a Participant has attained age 65, or age 55 and at least 5 years of Service.
	 
	(bb)	 	“Savings Account” or “Account” means the Account or Accounts maintained for each Participant
which represent his total proportionate interest in the Trust Fund as of any date and which
consist of the sum of the following:






	 	(1)	 	“Matching Account” means an account to which Employer matching contributions
made on behalf of the Participant, including matching contributions under this Plan (or
any other plan which may be merged into this Plan) prior to the Effective Date, shall
be credited, along with earnings as provided in Article 9.
	 
	 	(2)	 	“Pretax Deferral Account” means an account to which Pretax Deferrals made on
behalf of the Participant shall be credited, along with earnings as provided in Article
9.
	 
	 	(3)	 	“Employee Account” means an account to which After-Tax Contributions made by
the Participant, including Adjustment Contributions and After-Tax contributions made
under this Plan (or any other plan which may be merged into this Plan) prior to the
Effective Date, shall be credited, along with earnings as provided in Article 9.
	 
	 	(4)	 	“Rollover Account” means an account to which a Participant has transferred
amounts from another employee benefit plan pursuant to section 9.9.
	 
	 	(5)	 	“Employer Performance Contributions Account” means an account to which Employer
Performance Contributions made on behalf of the Participant shall be made, along with
earnings as provided in Article 9.










8









 












	 	 	 	The term “Savings Account” or “Account” shall also mean a separate account which is
established pursuant to a qualified domestic relations order on behalf of an Alternate
Payee. For the purpose of this subsection 2.1(bb), the term “qualified domestic relations
order” shall have the same meaning as assigned to that term in section 414(p) of the Code.






	(cc)	 	“Separation from Service”






	 	(1)	 	In General. The term “Separation from Service” shall mean any termination of
the employment relationship between an Employee and the Company and all Affiliates and
shall be deemed to occur upon the earlier of—






	 	(A)	 	the date upon which the Employee quits, is discharged, is laid off,
Retires, becomes Disabled or dies; or
	 
	 	(B)	 	the first anniversary of the first day of a period in which the
Employee is (and remains) absent from the Service of the Company and all
Affiliates for any reason (such as vacation, sickness, or leave of absence
granted by the Company or an Affiliate) not enumerated in paragraph (1), provided
that if an Employee is granted a leave of absence but fails to return to
employment at the end of the leave period, Separation from Service will be deemed
to have occurred upon the date the Employee was originally granted a leave of
absence.






	 	 	 	An Employee of an Employer who transfers to a nonparticipating Affiliate shall not be
treated as having a Separation from Service. An Employee’s date of quit or discharge
shall not be deemed to occur until any periodic severance payments or sickness and
accident benefit payments cease.






	 	(2)	 	Leave of Absence.






	 	(A)	 	Military Service. An Employee who is on leave of absence from work
with the Company or an Affiliate in order to serve the Armed Forces of the United
States shall not have a Separation from Service unless he fails to report for
work at the end of such leave and prior to expiration of the period in which he
has reemployment rights under law. The absence of any Employee who fails to
return to work within the allotted time shall be subject to the provisions of
paragraph (2) above.
	 
	 	(B)	 	Maternity or Paternity. If an Employee is absent from work due to
an authorized maternity or paternity leave, Separation from Service shall not be
deemed to occur until the second anniversary of the date the Employee is first
absent and does not perform an Hour of Service. If such a Separation from Service
occurs, the first year of such leave shall be treated as part of the Employee’s
Service under section 3.4, and the second year of such leave shall





9









 






	 	 	 	not be credited as such Service and shall not be treated as a Period of
Severance under the Plan.






	(dd)	 	“Service” means the periods of employment credited to an Employee under section 3.4.
	 
	(ee)	 	“Taxable Compensation”






	 	(1)	 	In General. The term “Taxable Compensation” means the total cash and noncash
remuneration paid to a Participant by the Employer for services rendered during the
Plan Year, and the amounts described in paragraph (2) but excluding the amounts
described in paragraph (3).
	 
	 	(2)	 	Additional Amounts. Effective January 1, 1998, Taxable Compensation shall
include—






	 	(A)	 	elective deferrals as defined in Code section 402(g)(3), and
	 
	 	(B)	 	amounts contributed or deferred by the Employer at the election of
the Participant and that are not includible in the Participant’s gross income by
reason of Code section 125 or 132(f)(4).






	 	(3)	 	Excluded Amounts. Taxable Compensation shall not include—






	 	(A)	 	Company contributions to a simplified employee pension,
	 
	 	(B)	 	deferred compensation (other than an amount included in the
Participant’s gross income for the Plan Year which is attributable to an
unfunded, nonqualified plan),
	 
	 	(C)	 	amounts realized from the exercise of a nonqualified stock option,
or when restricted stock (or property) held by an Employee becomes freely
transferable or is no longer subject to a substantial risk or forfeiture,
	 
	 	(D)	 	amounts realized from the sale, exchange or other disposition of
stock under a tax-benefited stock option, and
	 
	 	(E)	 	other amounts which receive special tax benefits.






	(ff)	 	“Trust Agreement” means any agreement in the nature of a trust established to form a part of
the Plan to receive, hold, invest, and dispose of the Trust Fund.
	 
	(gg)	 	“Trust Fund” means the assets of every kind and description held under any Trust Agreement
forming a part of the Plan.
	 
	(hh)	 	“Trustee” means any person selected by the Company to act as Trustee under any Trust
Agreement at any time of reference.










10









 











2.2 Gender and Number



Except when otherwise indicated by the context, any masculine terminology herein shall also include
the feminine, and the definition of any term herein in the singular shall also include the plural.




2.3 Requirement to Be in Written Form



Various notices provided by the Employer or Committee, and various elections made by a Participant
are required to be in written form. Except as otherwise provided under IRS or DOL regulations or
other guidance, these notices and elections may be conveyed through an electronic system.




11









 








Article 3. Participation and Service




3.1 Date of Participation



Each Eligible Employee shall become a Participant as of the first day of the month coincident with
or following the day on which he becomes an Eligible Employee. Notwithstanding the foregoing, an
Eligible Employee who was a participant in the Occidental Chemical Corporation Savings and
Investment Plan on the Effective Date shall be a Participant in this Plan on such date.




3.2 Duration



An Eligible Employee who becomes a Participant shall remain a Participant for as long as he remains
an Eligible Employee or is entitled to receive any contributions or benefits hereunder.




3.3 Transfers



An Employee who transfers to employment as an Eligible Employee shall become a Participant on the
first day of the month coincident with or following the day on which such transfer takes place.



An Inactive Participant shall not make Pretax Deferrals, After-Tax Contributions or Adjustment
Contributions on the Compensation earned after the date of his transfer during the period he is an
Employee, but shall continue to accrue Service under this Plan. Upon his Separation from Service,
the vested interest he has in his Savings Account shall be based on his total Service.



If a Participant becomes an Inactive Participant, his Account shall continue to be held under the
Plan until he becomes entitled to a distribution under the provisions of section 6.2.




3.4 Service



Service is used to determine an Employee’s eligibility to receive benefits from the Plan.



An Employee shall be credited with Service for the period of time during which the employment
relationship exists between the Employee and the Company or an Affiliate, the length of which shall
be determined, in completed years and months, during the following periods of time:





	(a)	 	Credit shall be given to an Employee for the period of time beginning on the first day of the
month in which he first becomes an Employee and ending on the date of such Employee’s
Separation from Service.
	 
	(b)	 	Credit shall be given to an Employee for each period beginning upon the date he Separates
from Service and ending upon the first day of the month in which he first becomes an Employee
thereafter but only if the Employee is reemployed within 12 months of the date of such
Separation from Service, or such longer period as may be specified in the collective
bargaining agreement to which the Employee is subject.
	 
	(c)	 	Credit shall be given to an Employee after a Separation from Service for any period beginning
on the first day of the month in which the Employee first becomes an Employee after his rehire
and ending on the date the Employee has a Separation from Service thereafter as provided in
section 2.1(cc).




12









 






	(d)	 	Whenever the total number of years of Service of an Employee must be ascertained under this
Plan, all noncontinuous periods of Service which are credited to such Employee under
paragraphs (a), (b) and (c) above, shall be aggregated. For purposes of aggregating such years
of Service, the completed years and months credited to an Employee during any period of
Service shall be added to the number of completed years and months credited to him during any
other period of noncontinuous Service.
	 
	(e)	 	The period during which the Employee performed services as a leased employee within the
meaning of Code section 414(n) shall be deemed to be a period of service as an Employee for
the purpose of this section.






13











 





Article 4. Pretax Deferrals, After-Tax Contributions and Adjustment Contributions




4.1 Pretax Deferrals and After-Tax Contributions



Each Participant may elect to have the Company contribute to the Plan on his behalf each Plan Year
an amount, in whole percentage points, equal to 1 percent to 15 percent of his Compensation as a
Pretax Deferral or After-Tax Contribution, or any combination in whole percentage points, in
accordance with the rules set forth in sections 4.2, 4.5, and 4.6 and such other rules as the
Committee may prescribe.



In addition to contributions described in the preceding paragraph, a Participant who will have
attained age 50 before the close of a Plan Year shall be eligible to have “catch-up” Before-Tax
Contributions made on his behalf by the Employer, in accordance with and subject to the limitations
of Code section 414(v), including a “cash availability” limit of equal to 75 percent of the
Participant’s Compensation. Such catch-up contributions shall not be taken into account for
purposes of determining the maximum contributions limit under section 4.5(b) or the Annual
Additions under section 4.5(a). The Plan shall not be treated as failing to satisfy the provisions
of the Plan implementing the requirements of Code sections 401(k)(3), 401(k)(12), 410(b), or 416,
as applicable, by reason of such catch-up contributions being made. Employer Matching Contributions
shall not be applied to catch-up contributions. Catch-up contributions shall be permitted during
Plan Years beginning on and after January 1, 2007, beginning as soon as administratively possible
after July 6, 2007.



4.2 Pretax Deferral and After-Tax Contribution Election Procedures



Election forms shall be made available by the Committee to Participants and to Employees expected
to become Participants. Election forms must be returned to the Committee prior to the month in
which the Pretax Deferral or After-Tax Contribution is to take effect. All elections shall apply to
Compensation earned during the month which follows the election, and all elections shall be
irrevocable for such month.



If a Participant has a Separation from Service, becomes an Inactive Participant, or goes on unpaid
leave of absence, his Pretax Deferrals, After-Tax Contributions and Adjustment Contributions shall
cease, unless he is reinstated as a Participant or returns from his leave of absence during the
Plan Year, in which case his Pretax Deferrals, After-Tax Contributions and Adjustment Contributions
may resume.



4.3 Discontinuance or Change in Rate of Pretax Deferrals and After-Tax Contributions



Pretax Deferral and After-Tax Contribution elections shall apply automatically to each subsequent
month unless a new election (which may increase, decrease or cancel Pretax Deferrals or After-Tax
Contributions for the coming month) is filed with the Committee in accordance with this section.



A Participant may suspend his Pretax Deferrals, After-Tax Contributions and Adjustment
Contributions on the first day of any month by giving prior written notice to his Employer. Such



14









 







suspension may last indefinitely. A Participant may resume his Pretax Deferrals, After-Tax
Contributions and Adjustment Contributions on the first day of any month which is at least three
months after the effective date of the prior suspension, by giving prior written notice to the
Committee.



Notwithstanding the preceding paragraph, suspensions in contributions made on or after April 1,
2006 will be effective as soon as administratively feasible after the Participant makes an election
to suspend. Also effective on or after April 1, 2006, the three-month restriction on resumption of
contributions (following a suspension) shall cease to apply.



A Participant may change the rate of his Pretax Deferrals, After-Tax Contributions and Adjustment
Contributions to a different percentage that is permitted under section 4.1 as of the first day of
any calendar quarter. Such change shall be made by the filing of a new election form with the
Committee prior to the beginning of the calendar quarter for which it is to be effective.



Notwithstanding the preceding paragraph, changes in the rate of contributions made on or after
April 1, 2006 will be effective as soon as administratively feasible after the Participant makes an
election to change.



4.4 Compensation Reduction



Each Participant who makes a Pretax Deferral election described in section 4.1 to have the Employer
contribute a percentage of his Compensation to this Plan shall, by the act of making such election,
have his Compensation reduced by an equivalent percentage for so long as the election remains in
effect.



4.5 Individual Maximum Pretax Deferrals and After-Tax Contributions




	(a)	 	Limit on Total Employee Contributions. The Pretax Deferral and After-Tax Contribution
election of a Participant shall be adjusted in whole percentages, if necessary, from time to
time as determined by the Committee so that such Pretax Deferrals and After-Tax Contributions
for the Plan Year will not exceed (1) less (2) below, where—






	 	(1)	 	is the lesser of—






	 	(A)	 	100 percent of Taxable Compensation, or
	 
	 	(B)	 	$40,000 (or such other dollar maximum as may be permitted by the
Internal Revenue Service), and






	 	(2)	 	is the amount of the Matching contributions expected to be allocated to the
Participant under this Plan (based on any such allocations already made and the
Participant’s current Pretax Deferral and After-Tax Contribution election) for a full
Plan Year, and also the Employer Performance Contributions expected to be allocated for
the Plan Year.





Any adjustment in the elected percentage of a Participant, and the resulting adjustment in salary
reduction under section 4.4, shall take effect in the month of such adjustment calculation and



15









 







shall remain in effect as a maximum Pretax Deferral level for the Participant for the rest of the
Plan Year, unless further adjusted by the Committee. In the case of a Participant who has elected
Pretax Deferrals and After-Tax Contributions in the same Plan Year, any adjustment which must be
made under this section for a Participant shall be made first to the Participant’s After-Tax
Contributions. If additional adjustments are required under this section after the Participant’s
After-Tax Contributions percentage is reduced to zero, such adjustments shall be made to the
Participant’s Pretax Deferrals.




	(b)	 	Limit on Elective Deferrals. Notwithstanding anything herein to the contrary, under no
circumstances may a Participant’s Pretax Deferral in any calendar year exceed $15,500 for 2007
and such higher amount as the Secretary of the Treasury shall establish from time to time
pursuant to Code section 402(g)(5).





4.6 Discrimination Limits on Pretax Deferrals




	(a)	 	In General. Effective January 1, 1997, prior to the beginning of each Plan Year, and at any
other time during the Plan Year that the Committee may deem appropriate, the following test
shall be made to prevent the Pretax Deferrals under the Plan from becoming discriminatory. In
accordance with the provisions of section 401(k)(3) of the Code and Treasury Regulation
section 1.401(k)-1(b), the Committee shall gather Pretax Deferral elections and shall
determine whether the average deferral percentage for the group of Eligible Employees in each
Collective Bargaining Unit who are Highly Compensated Employees exceeds that of all other
Employees in the same Collective Bargaining Unit by more than (1) 1.25 times, or (2) 2 times,
up to a maximum difference of 2 percent, whichever results in the greater percentage. Since
this section applies Code section 401(k)(3) using the current year testing method, it may not
be aggregated under Treasury Regulations with a plan that uses the prior year testing method
for the same testing year.
	 
	(b)	 	Highly Compensated Employee. For purposes of subsection (a), an Employee will be considered
to be a “Highly Compensated Employee” in the current Plan Year if he or she—






	 	(1)	 	is a 5 percent Owner (as defined in Code section 416(i)(1)) at any time in the
current or preceding Plan Year; or
	 
	 	(2)	 	had Taxable Compensation for the preceding Plan Year of more than $100,000 (as
adjusted after 2007 pursuant to Code section 415(d)).






	 	 	An Employee who has Separated from Service will continue to be a highly compensated Employee
if he was a highly compensated Employee at the time he Separated from Service, or if he was
a highly compensated Employee at any time after he attained age 55.
	 
	(c)	 	Average Deferral Percentage. The “average deferral percentage” for each group of Employees
within each Collective Bargaining Unit for a Plan Year shall be the average of the percentages
(after any adjustments required under section 4.5), calculated separately for each Employee in
such group, of Taxable Compensation each Employee elected to




16









 






	 	 	have contributed to the Plan (and any other “qualified cash or deferred arrangement” as
defined in Code section 401(k)(2) sponsored by the Company or an Affiliate in which such
Employee is eligible to participate) as a Pretax Deferral for the Plan Year, treating a
failure to elect any such percentage as a zero.
	 
	 	 	Any excess contributions for such Plan Year (and any income allocable thereto) shall be
distributed to the Employees by the close of the Plan Year immediately following the Plan
Year being tested. All such distributions shall be adjusted pursuant to IRS regulations to
reflect investment gains or losses, including adjustments during the “gap period” (after the
close of the Plan Year and prior to the distribution), to the extent required by those
regulations. Provided, however, that adjustment during the gap period shall only be
applicable during the 2006 and 2007 Plan Years.
	 
	 	 	For purposes of the preceding paragraph, “excess contributions” shall mean the excess of the
aggregate amount of deferrals actually made to the Plan on behalf of Highly Compensated
Employees for such Plan Year, over the maximum amount of such contributions permitted under
subsection (a) (determined by reducing contributions made on behalf of Highly Compensated
Employees in order of the average deferral percentages beginning with the highest of such
percentages.) Excess contribution shall be allocated to the Highly Compensated Employee with
the largest amounts of employer contributions taken into account in calculating the
nondiscrimination test for the year in which the excess arose, beginning with the Highly
Compensated Employee with the largest amount of such employer contributions and continuing
in descending order until all the Excess Contributions have been allocated.
	 
	 	 	Effective on and after January 1, 1997, the nondiscrimination test in any Plan Year shall be
performed using the average deferral percentage rates of the nonhighly compensated employees
for the preceding Plan Year. If the average deferral percentage elected by the Highly
Compensated Employees in each Collective Bargaining Unit exceeds the applicable maximum
limit in subsection (a), then the Committee shall reduce the dollar amount of deferrals made
on behalf of the Highly Compensated Employees in descending order based on the dollar amount
of each highly compensated Employee’s deferrals until the average of the Highly Compensated
Employees is equal to or less than the limit. Any reduction in the Highly Compensated
Employee’s deferrals shall be distributed to the Employee by the close of the Plan Year
immediately following the Plan Year being tested.





4.7 Adjustment Contributions



If the Pretax Deferral percentage of a Participant is reduced by section 4.5(b) (Code section
402(g) limit) or section 4.6 (ADP limit), then the difference between the percentage elected by the
Participant and the percentage as reduced shall, absent a contrary instruction from the Participant
on his Pretax Deferral election form, be contributed by the Participant as an After-Tax
Contribution through regular payroll deductions.



If a Participant is contributing under this section, any election to increase, decrease, or
discontinue Pretax Deferrals under section 4.3 shall increase or decrease contributions under this
section before changing Pretax Deferrals.



17









 





4.8 Deposit of Pretax Deferrals and After-Tax Contributions



The amount to be contributed to the Plan because of Participants’ elections under section 4.1 shall
be paid out of the Employer’s funds and shall be deposited in the Trust Fund as soon as
administratively practicable, but not later than 15 business days after the end of the calendar
month (or such other date permitted by law or regulation), or as of such other times as may be
determined by the Committee.



4.9 Crediting of Pretax Deferrals and After-Tax Contributions



The amounts contributed to the Trust Fund under section 4.1 and section 4.7 on behalf of a
Participant shall be credited to the Pretax Deferral Account and Employee Account, if applicable,
of each such Participant on the date received by the Trustee, or as soon as administratively
possible thereafter.



4.10 Distribution of Excess Deferrals



Notwithstanding any other provision of the Plan, excess deferral amounts and income allocable
thereto shall be distributed no later than each April 15 to Participants who claim such allocable
excess deferral amounts for the preceding calendar year. For purposes of this section 4.10, “excess
deferral amount” shall mean the amount of Pretax Deferrals for a calendar year that the Participant
allocates to this Plan pursuant to the claim procedure set forth below.



The Participant’s claim shall be in writing, shall be submitted to the Committee no later than
March 1, shall specify the Participant’s excess deferral amount for the preceding calendar year,
and shall be accompanied by the Participant’s written statement that if such amounts are not
distributed, such excess deferral amount, when added to amounts deferred under other plans or
arrangements described in sections 401(k), 408(k), or 403(b) of the Code, exceeds the limit imposed
on the Participant by section 402(g) of the Code for the year in which the deferral occurred.



The excess deferral amount distributed to a Participant with respect to a calendar year shall be
adjusted for income and, if there is a loss allocable to the excess deferral, shall in no event be
less than the lesser of the Participant’s Account or the Participant’s Pretax Deferrals for the
Plan Year.



4.11 Contributions for Reemployed Veterans



Effective December 12, 1994, make-up contributions on behalf of reemployed members of the military
services shall be made as required by the Uniformed Services Employment and Reemployment Rights of
1994 and Code section 414(u). Loan repayments will be suspended under this Plan as permitted under
Code section 414(u)(4).



18









 





Article 5. Employer Contributions




5.1 Employer Contributions




	(a)	 	Employer Matching Contributions. Effective January 1, 2001, each Participant for whom a
Pretax Deferral, an After-Tax Contribution or an Adjustment Contribution was made during a
calendar quarter shall be entitled to an additional allocation equal to no more than 100
percent of the contributions under section 4.1 and section 4.7, up to a maximum of 3 percent
of Compensation, allocable to the Participant for the month, as may be agreed upon in the
collective bargaining agreement to which the Participant is subject.
	 
	 	 	Allocations to be made for any Participant for any Plan Year under this section 5.1 shall be
limited to the extent necessary to prevent Annual Additions of the Participant from
exceeding the limits of section 5.5.
	 
	 	 	The Employer shall contribute an amount which, when added to forfeitures, is sufficient to
provide the required allocations.
	 
	 	 	Notwithstanding the foregoing provisions of this section 5.1, and in accordance with the
terms of the collective bargaining agreement between the Employer and Local 784,
International Chemical Workers Union, effective with the first pay period beginning on or
after January 1, 2004, and continuing through December 31, 2004, no Employer Matching
Contributions shall be made under this section.
	 
	(b)	 	Employer Performance Contributions. Effective for Plan Years beginning on and after January
1, 2007, the Employer shall make an Employer Performance Contribution to the Plan on behalf of
all Eligible Employees for each year that certain performance goals are met by the Sponsor and
Affiliated Companies adopting the Plan, but such Employer Performance Contribution shall not
exceed three percent (3%) of each Employee’s Compensation while an active Participant during
the Plan Year. The performance goals and the related performance contribution percentage shall
be set by the Board of Directors of the Sponsor or its delegates, and may be changed prior to
the beginning of each Plan Year. Any Employer Performance Contribution shall be allocated pro
rata among the accounts of Eligible Employees based on their Compensation while an active
Participant during the Plan Year, and shall be payable to Eligible Employees who were actively
employed by an Employer on December 31 of the applicable Plan Year, or who died, retired, or
became disabled for purposes of the Plan during the Plan Year.
	 
	 	 	To the extent practicable, the Employer Performance Contribution shall be paid to the
Trustee by the end of the first quarter following the end of the Plan Year to which the
performance contributions relate, but in no event later than the earlier of the time
required for the filing of the Employer’s federal income tax return for its fiscal year in
which the applicable Plan Year ends or 12 months after the close of the Plan Year. Employer
Performance Contributions shall be credited to the Participant’s Employer Performance
Contributions Account.





19









 





5.2 Deposit of Employer Contributions



To the extent not provided from forfeitures in accordance with section 5.4, Employer Matching
Contributions shall be paid out of funds in the manner specified in section 4.8. Such contributions
shall be deposited and posted to the Trust Fund as soon as practicable after the last payroll
payment date each month. Employer Performance Contributions shall be deposited and posted to the
Trust Fund in the manner described in section 5.1(b) above.



5.3 Crediting of Employer Contributions



The allocations required under section 5.1(a) shall be credited to the Matching Account or the
Performance Contributions Account of any Participant who is entitled to such an allocation.
Employer Matching Contributions shall be credited as of the date on which the matched Pretax
Deferrals, After-tax Contributions and Adjustment Contributions are credited. Employer Performance
Contributions shall be credited as of the date described in section 5.1(b) above, or as soon as
administratively thereafter.



5.4 Forfeitures



If a Participant terminates Service other than by reason of Retirement or death and his interest in
the Plan attributable to Employer Matching Contributions is not fully vested in accordance with
Article 6 below, the nonvested portion of his interest in the Plan shall be forfeited as of the
fifth anniversary of his Separation of Service or, if earlier, as of the date his vested interest
in the Plan is paid to him. The value of the amount thus forfeited shall be used as promptly as
possible to reduce subsequent Employer Matching Contributions to be made by his Employer; provided,
however, that should the Plan be terminated, or contributions thereunder permanently discontinued,
any amount not previously so applied shall be allocated among all Participants in proportion to
their Compensation for the Plan Year in which such termination or permanent discontinuance occurs.



5.5 Limitation on Annual Additions



Notwithstanding anything to the contrary contained in this Plan, for each Plan Year (which shall be
the limitation year) beginning after December 31, 2001, the total Annual Additions under this Plan
and any other defined contribution plan, as defined in Code section 414(i), maintained by the
Employer or any other Affiliate to a Participant’s Account shall not exceed the lesser of—




	(a)	 	$40,000, or such higher amount prescribed the Internal Revenue Service to reflect changes in
the cost of living, or
	 
	(b)	 	100 percent of the Participant’s Taxable Compensation for the limitation year.





5.6 “Annual Addition” Defined



For purposes of section 5.5, the term “Annual Addition” shall mean the aggregate of—




	(a)	 	the amount of Employer contributions (including Pretax Deferrals) and forfeitures allocated
to a Participant’s account under this Plan and any other defined contribution plan, as defined
in Code section 414(i), maintained by the Employer or any other Affiliate for the Plan Year;




20









 






	(b)	 	the amount of a Participant’s After-Tax Contributions made during such Plan Year, and
	 
	(c)	 	for the purpose of section 5.5(a) only, the amount of Employer contributions, if any,
allocated to an account described in Code section 419A(d)(1) or an account described in Code
section 415(l)(2).





5.7 Other Defined Contribution Plans



If the Company or any nonparticipating Affiliate maintains any other qualified defined contribution
plan for its Employees, some or all of-whom are Participants of this Plan, then any such
Participant’s Annual Additions (after reductions required under the provisions of such other plan
or plans) shall first be reduced under such other plan and then shall be reduced under this Plan,
if such reduction is required for purposes of reducing allocations on a combined basis, to the
limits of section 5.5.



5.8 Deductibility Limitation



The dollar amount of Company contributions under sections 4.1 and 5.1 shall be limited to the
amount deductible under Code section 404 for the taxable year for which such contributions are
paid.



5.9 Adjustment of Allocations



Allocations to the Accounts of a Participant in excess of the limit of section 5.5 cannot occur
because of limitations on allocations set forth in sections 4.5, 5.1 and 5.4. However, if an
allocation to the Account of a Participant would exceed the limit of section 5.5 due to a
reasonable mistake in estimating a Participant’s Compensation, then any amount which cannot be
allocated shall be held in a suspense account and shall be allocated to the account of such
Participant in the next following Plan Year, to the maximum extent permitted under section 5.5.



21









 





Article 6. Vesting and Benefits




6.1 Vesting




	(a)	 	Pretax Deferral, Employee, Employer Performance Contributions, and Rollover Accounts. A
Participant’s interest in the entire Pretax Deferral Account, Employee Account, Employer
Performance Contributions Account, and Rollover Account shall be fully and immediately vested.
	 
	(b)	 	Matching Account.






	 	(1)	 	A Participant’s entire interest in the Matching Account shall be fully vested if—






	 	(A)	 	while the Participant is actively employed by the Company or an
Affiliate, the Participant attains age 65, dies, or becomes Disabled;
	 
	 	(B)	 	the Plan is terminated,
	 
	 	(C)	 	contributions to the Plan are completely discontinued, or
	 
	 	(D)	 	any event occurs which constitutes a partial termination of the
Plan that affects the Participant.






	 	(2)	 	If a Participant is not fully vested under subsection (b), the Participant’s
interest in the Matching Account shall vest in increments based on the Participant’s
completed years of Service pursuant to the following table:





	 	 	 	 	 
	Years of Service	 	Percentage Vested
	 
	Less than 1
	 	 	0	%
	1
	 	 	20	%
	2
	 	 	40	%
	3
	 	 	60	%
	4
	 	 	80	%
	5 or more
	 	 	100	%
	 






	(c)	 	Vested Interest. A vested interest means, except as specifically provided, the portion of the
Participant’s Account balance that is not contingent on any subsequent event, subsequent
performance, or subsequent forbearance and that will be paid at the time specified by the
Plan.





6.2 Payment After Separation from Service or Age 70 1/2




	(a)	 	A Participant who Separates from Service or attains age 70 1/2 may elect to start
distribution of the vested portion of his or her Savings Account, valued as provided in
Article 9. The Plan shall distribute the benefit to the Participant as soon as practicable
after the Committee receives the Participant’s request for distribution.




22









 












	(b)	 	If a Participant has Separated from Service, the Plan must commence distribution in
accordance with Code section 401(a)(9) no later than April 1 of the calendar year following
the attainment of age 70 1/2.
	 
	(c)	 	For purposes of this Article, a Participant who, while 100 percent vested in the Matching
Account, Separates from Service for reasons other than the attainment of age 65, death,
Disability, eligibility for retirement under the pension plan in which he or she participates,
or termination of the Plan, and who becomes Disabled before the earlier to occur of the
attainment of age 59 1/2 or receipt of benefits under the Plan, shall be considered Disabled
and shall be considered, should the Participant subsequently elect to receive benefits from
the Plan before age 59 1/2, to be receiving such benefits on account of the Disability.





6.3 Restoration of Nonvested Interests



If a Participant is rehired after forfeiting a nonvested amount under section 5.4, the forfeited
amount shall be restored to the Participant’s Savings Account by making a special allocation funded
from current forfeitures. The restored amount shall be credited to a separate restoration account.
The Participant’s vested portion in the restoration account, at the time of the restoration and at
any relevant time thereafter, shall be the greater of—




	(a)	 	the product of the Participant’s vested percentage in his or her Matching Account, as
determined under section 6.1, and the balance in the restoration account, or
	 
	(b)	 	the product of —






	 	(1)	 	the Participant’s vested percentage in the Matching Account, as determined
under section 6.1, and
	 
	 	(2)	 	the excess of—






	 	(A)	 	the sum of the balance in this restoration account and the amount
of the distribution over
	 
	 	(B)	 	the amount of the distribution.





6.4 Death Benefits




	(a)	 	If a Participant dies while still employed by the Company or an Affiliate, or after a
Separation from Service but prior to distribution of his or her Savings Account, the balance
of the Participant’s Savings Account, valued as provided in Article 9, shall be distributed to
the Participant’s Beneficiary as soon as practicable after the Participant’s death.
	 
	(b)	 	If the Participant’s spouse is the only beneficiary, then the automatic form of distribution
shall be an annuity for the spouse’s life which is the actuarial equivalent of 100 percent of
the Participant’s Account balance as of the Participant’s date of death. The Participant’s
spouse may elect, prior to receipt of a benefit, on a form filed with the Committee, to




23









 






	 	 	receive an immediate lump sum payment of the balance of the deceased Participant’s Savings
Account or to receive a 10-year term certain and continuous annuity with monthly payments as
provided in Section 6.5(e). Additionally, a Beneficiary who is the Participant’s spouse may
elect, prior to receipt of a benefit, on a form filed with the Committee, to defer receipt
of payment of the deceased Participant’s Savings Account, but not beyond April 1 of the year
after the year which includes the date the Participant would have attained age 701/2.
	 
	(c)	 	If subsection (b) does not apply, distribution of the deceased Participant’s Savings Account
shall be in the form of an annuity for the life of the Beneficiary with monthly payments as
provided in section 6.5(c), in an immediate lump sum payment, or in a 10-year term certain and
continuous annuity with monthly payments as provided in section 6.5(e), as the Beneficiary may
elect prior to the receipt of a benefit on a form filed with the Committee. In the absence of
such an election, the benefit shall be paid to the Beneficiary in an immediate lump sum.
	 
	(d)	 	If an Alternate Payee or the Beneficiary (“payee”) of a deceased Participant or Alternate
Payee dies before distribution of a separate Account established on the payee’s behalf, the
balance of the deceased payee’s Account, valued as provided in Article 9, shall be distributed
to the payee’s Beneficiary as soon as practicable after his or her death. Such distribution
shall be made in the form of a lump sum.
	 
	(e)	 	Notwithstanding the foregoing, a Beneficiary may not select a 10-year term certain and
continuous annuity if, at the time for selecting such annuity, the Beneficiary has a life
expectancy of less than 10 years. In addition, if the Beneficiary is not the Participant’s
surviving spouse, distribution of the Participant’s interest shall commence as soon as
administratively practicable after the Participant’s death, and in no event later than the end
of the calendar year following the calendar year in which the Participant died.
	 
	(f)	 	Elimination of Annuity Option. Notwithstanding any provisions to the contrary in subsections
(b), (c), and (e) above, distributions commencing on or after April 1, 2006 and made to a
Participant, a spouse of a Participant, or another Beneficiary of the Participant shall not be
payable in the form of an annuity or through the purchase of an annuity contract. Lump sum
distributions and installment payments shall continue to be available on and after April 1,
2006, to the extent permitted by other Plan provisions.





6.5 Forms of Payment




	(a)	 	The Plan shall distribute to a Participant who Separates from Service for any reason other
than death or an event described in Code section 401(k)(10)(A) the vested portion of the
Participant’s Savings Account under one of the following distribution options selected by the
Participant on a form prescribed by the Committee (subject to Code section 401(a)(9),
including the minimum distribution incidental benefit requirements:






	 	(1)	 	one lump sum payment;




24









 












	 	(2)	 	a partial cash distribution in a specified dollar amount, provided that a
Participant may request a partial cash distribution only after eleven months have
elapsed since the last such request by the Participant has been processed, and provided
further that a Participant may not request a partial cash distribution after January 31
of the year following the year in which he attains age 70 1/2. Effective April 1, 2006,
the eleven-month restriction is changed, so that a Participant may request only one
partial cash distribution during a Plan Year (and not after January 31 of the year
following the year in which he attains age 70 1/2); or
	 
	 	(3)	 	a straight life annuity providing monthly payments for the life of the
Participant. No monthly payments will be made after the Participant’s death; or
	 
	 	(4)	 	a joint and survivor annuity providing monthly payments for the Participant’s
lifetime. Upon the Participant’s death, 50, 75, or 100 percent of the monthly payment,
whichever is elected by the Participant, will continue for the lifetime of the
Beneficiary if the Beneficiary survives the Participant. If the Beneficiary is not the
spouse of the Participant, the periodic annuity payments to the Beneficiary may not
exceed the “applicable percentage” of the annuity payments made to the Participant. The
“applicable percentage” shall be determined pursuant to regulations issued by the
Secretary of the Treasury under Code section 401(a)(9), and in particular pursuant to
the appropriate table in section 1.401(a)(9)-6 of such regulations; or
	 
	 	(5)	 	a 10-year term certain annuity which provides monthly payments for the life of
the Participant with a guarantee that a minimum of 120 such payments will be made even
if the Participant dies before receiving all of them. The Participant’s Beneficiary
will receive the remaining payments and the maximum “period certain” may not exceed the
“applicable period” determined pursuant to regulations issued by the Secretary of
Treasury under Code section 401(a)(9); or
	 
	 	(6)	 	deferral of payment of the vested portion of his Savings Account, but not
beyond April 1 of the calendar year after the calendar year of the Participant’s
attainment of age 70 1/2, provided that a Participant who elects a deferral of payment
under this paragraph (f) may not request a partial cash distribution under paragraph
(b) after age 70 1/2.






	(b)	 	The Plan may distribute in one lump sum payment the vested portion of a Participant’s Savings
Account if the Participant Separates from Service as a result of an event described in Code
section 401(k)(10)(A), and the Participant would not otherwise be considered to have Separated
from Service.
	 
	(c)	 	If distribution is to be made in the form of an annuity, then the balance of the
Participant’s Savings Account shall be used to purchase an immediate nontransferable
commercial annuity contract which shall be distributed to the Participant.




25









 






	 	 	The Company does not guarantee the benefits described in subsections (a)(3), (4), and (5)
above. In the event of the failure of the issuer of an annuity to comply with its
obligations under an annuity contract purchased by the Plan, the Participant’s,
Beneficiary’s, or Alternate Payee’s remedy will be limited to a claim against the issuer.
	 
	(d)	 	The failure of a Participant to make a selection as described above upon his or her
Separation from Service will be deemed to be an election by the Participant to defer the
commencement of benefits.
	 
	(e)	 	Prior to April 1, 2006, a Participant who elects to receive a partial cash distribution
pursuant to paragraph (b) may not make a subsequent request for a lump sum payment pursuant to
subsection (a)(1) or an annuity pursuant to subsection (a)(3), (4), or (5) for a period of two
months beginning with the date of the processing of his partial cash distribution. On and
after April 1, 2006, the two-month restriction is eliminated.
	 
	(f)	 	The automatic distribution option to a Participant who is married at the time his benefits
commence shall be a 50 percent joint and survivor annuity with his spouse as joint annuitant.
The automatic distribution option to a Participant who is not married at the time his benefits
commence shall be a straight life annuity.
	 
	(g)	 	An election form shall be provided to the Participant in nontechnical language and shall
contain—






	 	(1)	 	a general description of the distribution options and the relative financial
effect of each option,
	 
	 	(2)	 	notification that such Participant may subsequently request to receive an
additional written explanation in nontechnical language, of the terms, conditions and
projected financial impact of one or more of the distribution options (in terms of
dollars per projected monthly annuity payment), and
	 
	 	(3)	 	notification that the Participant may defer the start of benefit payments to
April 1 of the calendar year following the year in which he attains age 70 l/2.






	(h)	 	Any election by a married Participant to receive his benefits in a form other than a 50
percent, 75 percent or 100 percent joint and survivor annuity with his spouse as joint
annuitant must be accompanied by a signed, notarized written consent from the spouse on a form
prescribed by the Committee, which consent shall state that potential effect to such spouse of
consenting to such an election. Such consent must designate a Beneficiary (or form of
benefits) which may not be changed without spousal consent, provided that the consent of the
spouse may expressly permit designations by the Participant without any requirement for
further consent by the spouse. Any election of a form of distribution under this section must
be filed with the Committee during an election period of 90 days ending on the day prior to
the date as of which his benefits are scheduled to commence; provided, however, that if the
Participant makes a timely request to receive additional information, as described above, the
election period shall not end prior to 60 days




26









 






	 	 	following the furnishing of such information. A Participant may revoke an election of any
benefit form described in this section and choose again to take any form of benefit
available to him hereunder at any time and any number of times within the above election
period. If the Participant makes an untimely request for additional information, the
Committee, at its discretion, may grant such request, but the granting of such request shall
not result in the extension of the election period.
	 
	(i)	 	In the case of an Alternate Payee who becomes entitled to receive his Account pursuant to an
appropriate domestic relations order, where the order so permits, or where the order is silent
as to the form of payment to be made, his Account shall be distributed to him in the form of a
lump sum payment pursuant to option (a) above, or in the form of a lump sum payment pursuant
to option (f) above, as the Alternate Payee may select on a form to be prescribed by the
Committee. In the absence of such a selection by an Alternate Payee, his Account will be
distributed to him in the form of a lump sum payment pursuant to option (a) above. Where an
order so permits, an Alternate Payee’s Account may be distributed to him in the form of a
straight life annuity providing monthly payments for the life of the Alternate Payee.
	 
	(j)	 	In the case of a Participant or Alternate Payee receiving a distribution in the form of one
lump sum payment, pursuant to option (a) above, or as a lump sum payment under option (f)
above, the value of his vested interest shall be paid in cash when distributed.
	 
	(k)	 	Elimination of Annuity Option. Notwithstanding any provisions to the contrary in subsections
(a), (c), (f), (g), (h), or (i) above, distributions commencing on or after April 1, 2006 and
made to a Participant, a spouse of a Participant, or another Beneficiary of the Participant
shall not be payable in the form of an annuity or through the purchase of an annuity contract.
Lump sum distributions and installment payments shall continue to be available on and after
April 1, 2006, to the extent permitted by other Plan provisions. Pursuant to this change in
distribution options, subsection (g) shall cease to apply for distributions commencing on or
after April 1, 2006.





(l) Minimum Distribution Amount.




	 	(1)	 	In General. A Participant who has attained the Required Beginning Date shall
receive a distribution for each calendar year that is not less than the Minimum
Distribution Amount described in paragraph (2). The Minimum Distribution Amount for the
first distribution year must be paid by April 1 of the calendar year that follows the
first distribution year. Effective January 1, 1997, the first distribution year means
the later of the calendar year in which the Participant attains age 70 1/2 or, in the
case of a Participant who is not a Five-Percent Owner, the calendar year in which the
Participant terminates employment. The Minimum Distribution Amount for the calendar
year that follows the first distribution year must be paid not later than December 31
of such calendar year.
	 
	 	(2)	 	Minimum Distribution Amount. The Minimum Distribution Amount for the first
distribution year is an amount determined by dividing the value of the Participant’s




27









 






	 	 	 	Account as of the end of the preceding calendar year (as adjusted pursuant to Treasury
regulations prescribed under Code section 401(a)(9)) by the applicable life expectancy
of the Participant or the joint and last survivor life expectancy factor of the
Participant and his Beneficiary prescribed by Treasury regulations. In subsequent
years, the value of the Account as of the end of the preceding calendar year (as
adjusted) shall be used and the life expectancy factor shall be the life expectancy
factor with respect to the first distribution year reduced by the numbers of years
that have elapsed since such year. The final regulations under Code section 401(a)(9)
shall be applicable for minimum distributions relating to calendar years beginning on
or after January 1, 2002 and the Uniform Lifetime Table described in those final
regulations shall be used on or after that date for purposes of determining the
Minimum Distribution Amount, except when the Participant’s sole Beneficiary is a
spouse who is more than ten years younger than the Participant.





6.6 Time of Payment of Benefits



Distribution of benefits to a Participant who Separates from Service shall begin not later than the
60th day after the close of the Plan Year in which occurs the later of (i) the Participant’s
Separation from Service, or (ii) the Participant’s 65th birthday, unless the Participant chooses a
later payment under section 6.2. If for any reason the amount which is required to be paid cannot
be ascertained on the date payment would be due hereunder, payment or payments shall be made not
later than 60 days after the earliest date on which the amount of such payment is ascertained.



6.7 Withdrawals



Any Participant or Inactive Participant who is actively employed by the Company or an Affiliate may
withdraw any amount, up to 100 percent of the sum of (i) such Participant’s Employee Account, (ii)
his Matching Account if the Participant is fully vested in such Account, and (iii) his Rollover
Account, if any, to the extent permissible, provided that no withdrawal request may be made during
the eleven month period beginning with the date the Participant’s or Inactive Participant’s most
recent withdrawal request was processed. A Participant or an Inactive Participant shall be
prohibited from requesting a withdrawal for a period of two months following the date of processing
of a loan distribution.



Notwithstanding the preceding paragraph, the two-month restriction on requesting in-service
withdrawals following a loan distribution shall be removed from the Plan, effective April 1, 2006.
In addition, the eleven-month restriction on multiple withdrawals shall be changed, effective April
1, 2006, so that a Participant or Inactive Participant may make only one in-service withdrawal
during a Plan Year.



Application for a withdrawal shall be made on such forms as the Committee prescribes and may be
made at any time. The Committee shall direct the Trustee, in such cases, to pay the Participant or
Inactive Participant the amount so requested in a single sum. Any Participant or Inactive
Participant who has attained age 59 1/2 may also withdraw any amount in his Pretax Deferral Account
or his Employer Performance Contributions Account under this section.



Every participant who receives a withdrawal which is an eligible rollover distribution shall be
subject to the provisions of section 6.10.




28












 




A withdrawal from account balances shall be paid in cash. Amounts that are withdrawn pursuant to
this section 6.7 may not be subsequently repaid to the Plan.



Withdrawals shall first be paid out of the net cumulative contributions, together with earnings
thereon, on a pro-rata basis, from the Employee Account. Additional amounts shall be withdrawn, if
needed, from the Rollover Account, if any, to the extent permissible, then from the Pretax Deferral
Account if permissible, and then from the vested portion of the Matching Account. If a Participant
withdraws any amount from the Matching Account, the Participant (other than a Participant who has
attained age 59 1/2 at the time the withdrawal is requested, and who withdraws the entire balance
in his Savings Account) shall not be permitted to make any Pretax Deferrals, After-Tax
Contributions or Adjustment Contributions, or receive Company Matching Contributions for the six
calendar months beginning with the first day of the third calendar month after the calendar month
in which the withdrawal is processed.



Notwithstanding the preceding paragraph, the nine-month restriction on contributions following an
in-service withdrawal shall be removed from the Plan, effective April 1, 2006.



6.8 Debiting of Investment Funds



If a Participant making less than a total withdrawal of his Accounts under section 6.7, or
receiving a distribution of excess deferral amounts under section 4.10, has his Accounts invested
in more than one Investment Fund, the amount withdrawn from his Accounts shall be withdrawn pro
rata from such Investment Fund or combination of Investment Funds, in accordance with rules
promulgated by the Committee.



6.9 Small Amounts and Deferral of Benefit Payments.



(a) Deferral of Benefit Payments.





	 	(1)	 	In General. Except as provided in paragraph (2), a Participant who has
terminated employment with the Employer and all Affiliates may defer the start of
benefit payments until the Required Beginning Date, as described in subsection (b)
below.
	 
	 	(2)	 	Small Amounts; Mandatory Cashouts.






	 	(A)	 	Persons Terminating Before March 28, 2005. A Lump Sum Distribution
shall be paid to a Participant if—






	 	(i)	 	the Participant terminates employment from the Employer
and all Affiliates before March 28, 2005 or the Participant receives a
distribution before March 28, 2005 following a termination of employment,
and
	 
	 	(ii)	 	the amount of such Participant’s entire balance under
all Accounts at such termination of employment or at such distribution date
is $5,000 or less.




29









 











The Lump Sum Distribution shall be payable to the Participant as of the first
day of the month following the termination of employment or as of such
distribution date. Except as provided by law or regulation, if annuity payments
to a Participant have started, a Lump Sum Distribution is payable under this
paragraph only if the Participant consents.




	 	(B)	 	Distributions on and After March 28, 2005. Notwithstanding
subparagraph (A)(ii) above, in the case of distributions to a Participant made on
or after March 28, 2005, the “$5,000 or less” dollar limit described above shall
be replaced by a “$1,000 or less” dollar limit. If the Participant’s Account
balance exceeds $1,000, the provisions of section 6.5 of the Plan shall apply.






	 	(3)	 	Consent to Distribution Before Required Beginning Date. If paragraph (2) does
not apply to a Participant, a distribution may be made to the Participant before he or
she attains the Required Beginning Date only if the Participant elects the distribution
in writing or in another permissible manner prescribed by the Committee.
	 
	 	 	 	An election to receive a distribution of benefits before the Required Beginning Date
is valid only if the Participant is furnished with an explanation of his or her right
to start benefit payments at the Required Beginning Date or an earlier date selected
by the Participant. The election and the explanation of the election shall be as
described in section 6.5(g)(3).






	(b)	 	Required Beginning Date. Notwithstanding anything in the Plan to the contrary, a Participant
must start receiving benefit payments not later than the Required Beginning Date in amounts
that satisfy section 6.5(l) (minimum distribution amounts). The Required Beginning Date shall
be April 1 of the calendar year following the later of—






	 	(1)	 	the calendar year in which the Participant attains age 70 1/2, or
	 
	 	(2)	 	effective January 1, 1997, in the case of a Participant who is not a Five-
Percent Owner, the calendar year in which the Participant terminates employment from
the Employer and all Affiliates.




6.10 Direct Rollovers; Withholding



(a) Direct Rollovers.





	 	(1)	 	In General. In the case of a distribution (or a withdrawal) that would be an
eligible rollover distribution within the meaning of Code section 402 if made to the
Participant or Beneficiary (“distributee”), the distributee may elect (subject to
spousal consent requirements if applicable) to the extent required by law and
regulation and in the manner prescribed by the Committee, to have such distribution
paid directly to an eligible retirement plan (as defined in subsection (c)(2) below).




30









 












	 	 	The amount of such direct rollover shall be limited to the amount of the eligible
rollover distribution that would otherwise be includible in the distributee’s gross
income in the absence of a direct transfer and without regard to the rollover rules of
Code sections 402 and 403. A distributee may make an election pursuant to this section
only after the distributee has received the notice prescribed by paragraph (2). A
distributee shall be permitted to authorize a direct rollover of a portion of an
eligible rollover distribution.






	 	(2)	 	Notice. The Committee shall furnish to a distributee a notice in writing or
other media permitted by IRS regulations and at the time prescribed in paragraph (3)
that describes—






	 	(A)	 	the rules under which the distributee may elect to have an eligible
rollover distribution paid in a direct rollover to an eligible retirement plan;
	 
	 	(B)	 	the rules that require withholding of tax on the eligible rollover
distribution if it is not paid in a direct rollover;
	 
	 	(C)	 	the rules under which the distributee will not be subject to tax if
the distribution is contributed to an eligible retirement plan within 60 days of
the distribution; and
	 
	 	(D)	 	if applicable, special rules regarding the taxation of the
distribution as specified in Code sections 402(d) and (e) (relating to income
averaging and other tax rules).






	 	(3)	 	Notification Period. Except as provided by regulations, the notice required by
paragraph (2) shall be furnished to the distributee under rules comparable to those
specified in section 6.4(b) (concerning the notice of available forms of payment). The
Plan shall make no payment for 30 days following the date the distributee has been
furnished with the notice unless the distributee, after receipt of the notice, has
affirmatively elected to make or not to make a direct rollover. A Plan may not make a
distribution before the date benefits are otherwise payable under the rules of the
Committee.






	(b)	 	Withholding. In the case of an eligible rollover distribution that is not directly
transferred to an eligible retirement plan pursuant to subsection (a), the Plan shall reduce
the amount of the distribution by the amount of the tax required to be withheld by law and
regulations.






	(c)	 	Definitions.






	 	(1)	 	Eligible Rollover Distribution. An eligible rollover distribution is any
distribution of all or any portion of the balance to the credit of the distributee,
except that an eligible rollover distribution does not include: any distribution that
is one of a series of substantially equal periodic payments (not less frequently than
annually) made




31









 






	 	 	 	for the life (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 section 401(a)(9) of
the Code; any hardship distribution described in section 401(k)(2)(B)(i)(IV) received
after December 31, 1998; 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); and any other distribution that is
reasonably expected to total less than $200 during a year.






	 	(2)	 	Eligible Retirement Plan. An eligible retirement plan is an individual
retirement account described in section 408(a) of the Code, an individual retirement
annuity described in section 408(b) of the Code, an annuity plan described in section
403(a) of the Code, or a qualified plan described in section 401(a) of the Code, 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. Effective for
distributions made after December 31, 2001, the term “eligible retirement plan” shall
include an annuity contract under Code section 403(b) or a governmental plan under Code
section 457(b), in the case of either a Participant or a surviving spouse.
	 
	 	(3)	 	Distributee. A distribute includes an employee or former employee. In addition,
the employee’s or former employee’s surviving spouse and the employee’s or former
employee’s spouse or former spouse who is the alternate payee under a qualified
domestic relations order as defined in section 414(p) of the Code, are distributees
with regard to the interest of the spouse or former spouse.
	 
	 	(4)	 	Direct Rollover. A direct rollover is a payment by the Plan to the eligible
retirement plan specified by the distributee.






	(d)	 	Certain Distributions to Non-spouse Beneficiaries. A distribution that is made on or after
January 1, 2008 to a non-spouse Beneficiary, following the death of a Participant, shall be
treated as an eligible rollover distribution for purposes of authorizing a direct rollover as
described in subsection (a)(1) above. However, the notice requirements described in subsection
(a)(2) above shall not apply, and a non-spouse Beneficiary who receives a cash distribution
shall not be permitted to roll over such amount.




32









 











Article 7. Participant Loans




7.1 Eligibility





	 	An Employee—
	 
	 	(a)	 	who is an Eligible Employee or an Inactive Participant, and
	 
	 	(b)	 	who has a vested account value of at least $2,000




may borrow from the Plan in accordance with the terms and conditions of this Article 7.



An Employee may have only one loan outstanding at any time, and is prohibited from applying for
another loan until the beginning of the calendar quarter following the calendar quarter of the last
repayment of a prior loan. An Employee shall be prohibited from applying for a loan in any month in
which an in-service withdrawal is being processed, and in any month which is within five months
following the end of any month in which the Employee prepaid a previous loan.



Notwithstanding the above, the timing restrictions relating to additional loan applications (as
described in the preceding two sentences) shall not be applicable in the case of loans that are
paid out to a Participant on or after April 1, 2006. Employees may apply for a loan at any time
following repayment of a prior loan or the receipt of an in-service withdrawal, and such new loan
shall be available to the Employee as soon as administratively feasible following such application.



No loan may be made to a married Employee unless the Employee’s spouse makes a notarized written
consent thereto. Such consent must be provided within the ninety-day period ending on the date on
which the loan is made. Notwithstanding the preceding paragraph, spousal consent shall not be
required in the case of loans taken out on or after April 1, 2006.



7.2 Loan Amount



An eligible Employee shall be able to borrow an amount of at least $1,000, in increments of $100,
as long as the amount of the loan does not exceed the lesser of





	(a)	 	fifty percent (50%) of the Employee’s vested Savings Account value, or






	(b)	 	fifty thousand dollars ($50,000), reduced by the highest outstanding balance of loans to the
Employee during the one-year period ending on the day before the date on which such loan was
made.




If the Employee is also covered under another qualified plan maintained by the Company or an
Affiliate, the limitation of clause (b), above, shall be applied as though all such qualified plans
with loan provisions are one plan.



The amount of the loan shall be limited so that repayments of principal and interest will not
exceed fifteen percent (15%) of base compensation.




33









 







7.3 Loan Terms



The period of repayment and repayment provisions for any loan shall be arrived at by mutual
agreement between the Committee and the Employee; provided, however, that the period of repayment
must be in full-year increments and shall not extend beyond the earlier of five years or the
Employee’s Separation from Service.



Each “general purpose loan” hereunder shall bear interest at a rate equal to two percentage points
above the five-year United States Treasury Note rate on the last day of the calendar quarter
immediately preceding the date the Participant’s completed loan application is filed with the
Committee. Each “home loan” hereunder shall bear interest at a rate that is equal to the standard
lending rate for 20-year fixed rate home mortgage loans, on the last day of the calendar quarter
immediately preceding the date the Participant’s completed loan application is filed with the
Committee, of one of the major commercial banks with which the Employer has a substantial business
relationship. The commercial bank on whose rates the home loan rate of interest is based under this
Section shall be designated by the Committee from time to time, under uniform and nondiscriminatory
rules, and shall be so designated only if use of the applicable rate of such bank would result in a
reasonable rate of interest for Plan home loans. Notwithstanding the foregoing, the “general
purpose loan” and “home loan” interest rates applicable hereunder as of the first day of any
calendar quarter shall be reset for the next calendar quarter only if this will result, in either
case, in an increase or decrease of at least .50 percent (based on the foregoing rules and the
applicable rates for such next calendar quarter) and shall otherwise continue to apply for such
next calendar quarter (so that a new interest rate will become effective in either case only if it
differs by at least .50 percent from the rate previously in effect).



All loans shall include repayment provisions requiring equal periodic payments by payroll
deduction, and in any event no less frequently than quarterly over the term of the loan. In
general, delinquent loans shall be defaulted on the last day of the calendar quarter following the
calendar quarter in which the Participant has mad his last repayment to the Plan.



7.4 Source of Loan Funds and Valuation



The funds needed to provide the principal amount of the loan shall come from liquidation of
Investment Funds. The amounts held in the Employee’s Pretax Deferral Account, Matching Account (to
the extent vested), Rollover Account, Employer Performance Contribution Account, and then Employee
Account shall be liquidated pro rata from such Investment Funds, in accordance with rules
promulgated by the Committee.



Account balances liquidated from all funds will be valued at the closing value for the date on
which the loan is processed.



7.5 Loan Account



The Committee shall establish a loan account for the Employee, and shall credit the account with an
amount equal to the principal amount of the loan granted. Each repayment of the principal on the
loan received by the Trustee from the Employee shall reduce the balance credited to the loan
account.




34









 







7.6 Repayments



Repayments of the loan principal and interest shall be made through regular payroll deductions. The
Employee will be required to complete a payroll deduction authorization form for the amount of the
repayments, which shall be irrevocable throughout the term of the loan. Employees who are paid
monthly, bi-weekly/semi-monthly, and weekly will have twelve, twenty-four and forty-eight periodic
payroll deductions, respectively, for each year of the term of the loan.



Periodic loan repayments shall first be credited to the Employee’s Employee Account, until all
amounts which were liquidated for the loan principal amount from that Account, if any, have been
repaid. Repayments shall then be credited to the Rollover Account loan balance, if any, then the
Matching Account loan balance, if any, then the Pretax Deferral Account loan balance, if any, and
then the Employer Performance Contributions Account, if any, in the same proportions within each
such Account as the Employee’s current contributions are being invested in the Investment Funds,
until all amounts which were liquidated for the loan principal amount from those Accounts have been
repaid. If an Employee is not currently contributing to the Plan, all repayments will then be
credited to the Employee Account loan balance, if any, then the Rollover Account loan balance, if
any, and then the Pretax Deferral Account loan balance, if any, in the same proportions within each
such Account as the latest investment election on file for the Employee, until all amounts which
were liquidated for the loan principal amount from those Accounts have been repaid. If no
investment election is on file, all repayments to the Employee Account loan balance, if any,
Rollover Account loan balance, if any, and Pretax Deferral Account loan balance, if any, will be
made to the Fund designated by Committee rules, until all amounts which were liquidated for the
loan principal amount from those Accounts have been repaid. Any accrued interest on the loan
balances in the various Accounts will be credited to the Account to which the related principal
repayment is credited.



The Employee may make a prepayment of the entire outstanding principal loan balance at any time
which is at least three months after the end of the month in which the loan application is
processed, provided that this limitation shall be inapplicable to an Employee who has Separated
from Service. The Employee may not make partial prepayments.



Notwithstanding the preceding paragraph, the three-month restriction on loan payments shall be
removed from the Plan, effective as of April 1, 2006.



7.7 Leave of Absence



An Employee who is on an approved, unpaid leave of absence shall have his repayment
payroll deduction suspended for the duration of the leave. The Employee shall be required to
continue making loan repayments during such leave. When the Employee returns to active pay status,
the payroll deductions will be reactivated.



When an Employee incurs a Separation from Service pursuant to section 2.1(cc), any outstanding loan
balance is treated pursuant to the terms of section 7.8.




35









 







7.8 Separation from Service



When an Employee incurs a Separation from Service, the outstanding loan balance shall be due and
payable as of the last day of the month in which the Separation from Service occurs. If the loan
has not exceeded the maximum loan term, the Employee or the Employee’s Beneficiary will have a
period of two months from the last day of the month in which the Separation from Service occurred,
in which to repay the outstanding loan balance in full. If the Employee or the Employee’s
Beneficiary does not pay the outstanding loan balance in full within the two-month period, or the
maximum loan term has been exceeded, any outstanding loan balance shall be treated as a
distribution. Notwithstanding the above, the two-month grace period shall cease to apply on April
1, 2006, and the general loan default rules described in section 7.3 shall apply on and after that
date.



7.9 Delinquent Payments



Subject to the provisions of section 7.8, a loan shall be considered delinquent if the Employee
fails for any reason to make a regularly scheduled repayment, whether by payroll deduction or
otherwise, within 15 days after the date such payment is due.



At the time that an Employee’s outstanding loan balance is considered delinquent, if the Employee
is at least age 59 1/2 years old, the outstanding loan balance shall be treated as a distribution
from the Savings Account which may be taxable to the Employee. If the Employee is under age 59 1/2
years old, at the time the loan becomes delinquent, the outstanding loan balance shall be treated
as a withdrawal from the Savings Account, which shall be taxable—





	(a)	 	to the extent the outstanding loan balance is attributable to the Employee’s Employee
Account, and/or
	 
	(b)	 	to the extent the outstanding loan balance is attributable to the Employee’s Matching Account
or Rollover Account, if permissible, up to the amount which is available for withdrawal.




Any excess outstanding loan balance, which is not satisfied by (a) and (b) above, shall
automatically be subject to offset from any subsequent withdrawals from the Savings Account.



Any Employee whose outstanding loan balance is treated as a withdrawal, due to delinquent payments,
shall be prohibited from making Pretax Deferrals, After-Tax Contributions or Adjustment
Contributions for a period of six calendar months, pursuant to the terms of section 6.7.
Notwithstanding the preceding sentence, the six-month restriction on contributions shall be removed
from the Plan, effective April 1, 2006, and the default rules described in the last paragraph of
section 7.3 shall apply.



7.10 Default



A loan shall be declared in default when an Employee is declared bankrupt, and unable to make
subsequent repayments. At the time of the default—





	(a)	 	if the Employee is age 59 1/2 or older, the outstanding loan balance shall be treated as a
distribution, or




36









 












	(b)	 	if the Employee is under age 59 1/2, the outstanding loan balance shall be treated as an
in-service withdrawal.




Any Employee whose loan is in default, pursuant to this section 7.10, shall be prohibited from
making Pretax Deferrals, After-Tax Contributions or Adjustment Contributions for a period of six
calendar months, pursuant to the terms of section 6.7. Notwithstanding the preceding sentence, the
six-month restriction on contributions shall be removed from the Plan, effective April 1, 2006.



7.11 Discontinuance



The foregoing sections of this Article 7 notwithstanding, the Committee reserves the right to stop
granting loans to Employees at any time.



7.12 Loan Restrictions



The Committee may impose reasonable restrictions on the ability of a Participant to take out a loan
from the Plan, or on the terms of such a loan, to the extent required to comply with applicable law
(e.g., securities law or Sarbanes Oxley).




37









 








Article 8. Investment Elections



8.1 Investment of Contributions



All Pretax Deferrals, After-Tax Contributions, Adjustment Contributions, rollovers, and loan
repayments (both principal and interest) made by and on behalf of a Participant each Plan Year
shall be invested as the Participant shall designate in the Investment Funds in increments of 1
percent of the aggregate amount of such contributions. Each Participant may make the designation
described above by filing an election form with the Committee upon becoming a Participant, and may
change such election at any time thereafter by filing another election form with the Committee or
by following such other exchange procedures as may be established by the Committee from time to
time. Any such election filed upon initial enrollment or upon a resumption or change in the amount
of Pretax Deferrals, After-Tax Contributions and Adjustment Contributions shall take effect as of
the first of the calendar quarter following receipt thereof by the Committee. Elections hereunder
may be made as of the first business day of a calendar quarter or other date prescribed by the
Committee.



Prior to September 1, 2007, no contributions other than Employer Matching Contributions may be
invested in the Company Stock Fund. On or after September 1, 2007, all contributions under the Plan
may be invested in the Company Stock Fund; provided, however, that the Committee may, at any time
after September 1, 2007, limit the type and amount of contributions that may be invested in the
Company Stock Fund. Notwithstanding the above, on or after January 1, 2007 and prior to September
1, 2007, certain Participants were inadvertently permitted to invest contributions other than
Employer Matching Contributions in the Company Stock Fund. These occasional investments did not
discriminate in favor of highly compensated Employees, as defined under Code Section 414(q).



8.2 Transfers of Existing Balances



Each Participant (or Inactive Participant) and each Alternate Payee may elect to transfer, in
accordance with procedures established by the Committee, any amounts allocated to his accounts as
indicated below:





	(a)	 	Subject to Committee rules, each Participant (or Inactive Participant) and each Alternate
Payee may elect to transfer amounts allocated to his Savings Account among the Investment
Funds.
	 
	(b)	 	Any transfer made pursuant to this section 8.2 does not affect the investment of future
employee contributions, which will be invested according to the last election filed pursuant
to section 8.1.




8.3 Transfer of Assets



A Participant may elect to transfer all or any portion of his Accounts in any Investment Fund or
Funds to any other Investment Fund or Funds by notification to the Trustee in the manner approved
by the Committee, with such transfer to be effective as of the earliest practicable Valuation Date
following receipt of such notice by the Trustee; provided, however, that such transfers shall be
subject to such restrictions thereon as may be imposed by the Committee under uniform rules with
respect to each Investment Fund, based on such rules and restrictions as may


38









 






apply with respect to any Mutual Fund pursuant to rights reserved in the prospectus for such Mutual
Fund. The amount of any transfer must equal at least $250 or, if less, the total value of the
member’s Accounts in the Investment Fund or Funds from which the transfer is being made.





39












 





Article 9. Participant Accounts and Records of the Plan




9.1 Accounts and Records



The Participant’s Pretax Deferral Account, Matching Account, Employer Contributions Account,
Employee Account, and Rollover Account shall be assigned a subaccount for each Investment Fund in
which the Account is invested. Each such subaccount shall be maintained and valued separately from
all other subaccounts. The Committee shall maintain records relative to a Participant’s Accounts so
that there may be determined as of any Accounting Date the current value of his Accounts in the
Trust Fund.



Each Participant shall be advised from time to time, at least once each Plan Year, as to the value
of his Savings Account and the portions thereof attributable to his Employee Account, Matching
Account, Employer Performance Contributions Account, Pretax Deferral Account, and Rollover Account.



9.2 Account Value



As of any given date for which determination of the value of a Participant’s Account is required,
such value shall equal the sum of the value of his Pretax Deferral Account, Employee Account,
Matching Account, Employer Performance Contributions Account, and Rollover Account as of the
preceding Accounting Date plus any additional contributions withheld or paid and less the amount of
any withdrawals from such Account after the Accounting Date and prior to the date of determination.



Each Participant shall be advised from time to time, at least once each Plan Year, as to the value
of his Account and the portions thereof attributable to his various Investment Funds.



9.3 Investment Funds



The Trust Fund shall consist of the Investment Funds, and each Participant who has any interest in
an Investment Fund shall have an undivided proportionate interest. The Committee shall have the
right to establish additional Investment Funds from time to time to implement and carry out
investment objectives and policies established by the Committee. Effective January 1, 2002, the
Plan is authorized to maintain an Investment Fund (ESOP Fund) comprised of stock of the Potash
Corporation of Saskatchewan. Only Employer Matching Contributions may be invested in such Fund.



9.4 Valuation Adjustments



As of each Accounting Date, the Committee shall adjust each Participant’s Accounts to reflect Trust
Fund expenses, net income, gain or loss since the last Accounting Date (for purposes of this
section 9.4, the “Adjustments”). The Committee shall adopt reasonable procedures for the
determination of such Adjustments. All determinations made by the Trustee with respect to fair
market values and determinations of the Committee concerning allocations shall be made in
accordance with generally accepted principles of trust accounting, and such determinations when so
made by the Trustee and the Committee shall be conclusive and binding upon all persons having an
interest under the Plan.



40









 





9.5 Accounting



The subaccounts of each Participant in each Fund shall be maintained in dollar or share amounts, as
determined by the Committee from time to time. Allocations to accounts and subaccounts of a
Participant shall be made in dollars in accordance with the Participant’s investment elections.



9.6 Loan Accounts



The value of a Participant’s Loan Account shall at all times equal the amount of principal
outstanding on his loan.



9.7 Rollovers



If permitted by the Code and subject to the Committee’s approval, amounts which a Participant has
received or is entitled to receive from any other permissible employee benefit plan (as defined in
Code section 402, 403 or 408) may, in accordance with uniform and nondiscriminatory procedures
adopted by the Committee, be transferred by the Participant to this Plan or at the direction of the
Participant, by the trustee of the other employee benefit plan directly to this Plan. The
transferred amount shall be credited to such Participant’s Rollover Account. Notwithstanding the
above, no after-tax contributions shall be accepted as rollover contributions.



The Committee shall establish such procedures, and may require such additional information from the
Participant as it deems necessary or appropriate to determine that a proposed transfer hereunder
will satisfy Code and Plan requirements. Rollover amounts shall be transmitted to the Trustee to be
invested in such Investment Funds as the Eligible Employee may select, in accordance with such
rules as are provided in Article 8, or in accordance with other procedures approved by the
Committee.



9.8 Imposition of Reasonable Restrictions



The Committee may impose reasonable restrictions on the investment elections of Participants (or
Beneficiaries or alternate payees), such as restrictions on the frequency with which that person is
able to transfer funds from one Investment Fund to another, if the Committee determines that the
restrictions are necessary to comply with applicable law (e.g., securities laws), necessary to
comply with rules imposed by an Investment Fund (e.g., restrictions by an Investment Fund intended
to prevent market timing), necessary to prevent an Investment Fund from refusing to accept funds
from this Plan, appropriate to prevent decreases in the value of the Investment Fund for other
Participants (or Beneficiaries or alternate payees), or for other similar reasons.



41









 





Article 10. Financing




10.1 Financing



The Company shall maintain a Trust to finance the benefits under the Plan, by entering into one or
more Trust Agreements or insurance contracts approved by the Company, or by causing insurance
contracts to be held under a Trust Agreement. Any Trust Agreement is designated as and shall
constitute a part of this Plan, and all rights which may accrue to any person under this Plan shall
be subject to all the terms and provisions of such Trust Agreement. A Trustee shall be appointed by
the Board of Directors and shall have such powers as provided in the Trust Agreement. The Company
may modify any Trust Agreement or insurance contract from time to time to accomplish the purpose of
the Plan and may replace any insurance company or appoint a successor Trustee or Trustees. By
entering into such Trust Agreements or insurance contracts, the Company shall vest in the Trustee,
or in one or more investment managers (as defined under ERISA) appointed under the terms of the
Trust Agreement from time to time by action of the Committee, responsibility for the management and
control of the Trust Fund. In the event the Committee appoints any such investment manager, the
Trustee shall not be liable for the acts or omissions of the investment manager or have any
responsibility to invest or otherwise manage any portion of the Trust Fund subject to the
management and control of the investment manager. The Committee from time to time shall establish a
funding policy which is consistent with the objectives of the Plan and shall communicate it to the
Trustee and each investment manager so that they may coordinate investment policies with such
funding policy.



10.2 Employer Contributions



The Employer shall make such contributions to the Trust Fund as are required by this Plan, subject
to the right of the Company to discontinue the Plan.



10.3 Non-Reversion



Anything in this Plan to the contrary notwithstanding, it shall be impossible at any time for the
contributions of the Employer or any part of the Trust Fund to revert to the Company or an
Affiliate or to be used for or diverted to any purpose other than the exclusive benefit of
Participants or their Beneficiaries, except that—




	(a)	 	If a contribution or portion thereof is made by the Employer by a mistake of fact, upon
written request to the Committee, such contribution or such portion (adjusted for losses but
not earnings) shall be returned to the Employer within one year after the date of payment.






	(b)	 	If a deduction for any contributions made by the Employer is disallowed by the Internal
Revenue Service in any Plan Year, then that portion (adjusted for losses but not earnings) of
the Employer contribution that is not deductible shall be returned to the Employer within one
year from the date of receipt of notice by the Internal Revenue Service of the disallowance of
the deduction.






	(c)	 	If the Internal Revenue Service, upon an initial application, determines that the Plan does
not satisfy Code section 401(a), the Trust Fund shall revert to the Employer within one year
after such adverse determination, provided that the initial application is filed by the




42









 






	 	 	time prescribed by law for filing the Employer’s tax return for the taxable year in which
the Plan is adopted, or such later date as prescribed by the Internal Revenue Service.





10.4 Direct Transfer of Assets from Plans of Acquired Entities



The Trust Agreement shall permit the direct receipt of assets which are transferred directly to the
Trust Fund from the trustees of qualified retirement plans sponsored, at the time of the applicable
transaction, by entities which are the subject of purchase transactions made by the Company or an
Affiliate.



43









 





Article 11. Administration




11.1 The Committee



The Plan shall be administered by a Committee appointed by the Board of Directors. The Committee
shall be the named fiduciary within the meaning of ERISA section 402(a). The Committee shall be
composed of one or more members as the Board may appoint from time to time and shall hold office at
the discretion of the Board. Such members may, but need not, be Employees of the Company.



Any member of the Committee may resign by delivering his written resignation to the Board and to
the Committee Secretary. Such resignation shall be effective no earlier than the date of the
written notice.



Vacancies in the Committee arising by resignation, death, removal, or otherwise, shall be filled by
the Board. The Committee shall be a fiduciary under the Plan in accordance with ERISA.



11.2 Chairman, Secretary, and Employment of Specialists



The members of the Committee shall elect one of their number as Chairman and shall elect a
Secretary who may, but need not, be a member of the Committee. They may authorize one or more of
their number or any agent to execute or deliver any instrument or instruments on their behalf, and
may employ such counsel, auditors, and other specialists and such clerical, medical, actuarial, and
other services as they may require in carrying out the provisions of the Plan.



11.3 Compensation and Expenses



The members of the Committee who are Employees shall serve without compensation for services as a
member of the Committee. Any member of the Committee may receive reimbursement by the Company of
expenses properly and actually incurred. All reasonable administrative expenses of the Plan may be
paid from the assets of the Plan, and if not paid from the assets of the Plan shall be paid by the
Company. Such expenses shall include any expenses incident to the functioning of the Committee,
including, but not limited to, fees of the Plan’s accountants, outside counsel and other
specialists and other costs of administering the Plan.



11.4 Manner of Action



A majority of the members of the Committee at the time in office shall constitute a quorum for the
transaction of business. All resolutions adopted, and other actions taken by the Committee at any
meeting shall be by the vote of a majority of those present at any such meeting. Upon obtaining the
written consent of a majority of the members at the time in office, action of the Committee may be
taken otherwise than at a meeting.



11.5 Subcommittees



The Committee may appoint one or more subcommittees and delegate such of its power and duties as it
deems desirable to any such subcommittee, in which case every reference herein made to the
Committee shall be deemed to mean or include the subcommittees as to matters within their
jurisdiction. The members of any such subcommittee shall consist of such officers or other
Employees of the Company and such other persons as the Committee may appoint.



44









 





11.6 Other Agents



The Committee may also appoint one or more persons or agents to aid it in carrying out its duties
as fiduciary, and delegate such of its powers and duties as it deems desirable to such person or
agents.



11.7 Records



All resolutions, proceedings, acts, and determinations of the Committee shall be recorded by the
Secretary thereof or under his supervision, and all such records, together with such documents and
instruments as may be necessary for the administration of the Plan, shall be preserved in the
custody of the Secretary.



11.8 Rules



Subject to the limitations contained in the Plan, the Committee shall be empowered from time to
time in its discretion to adopt by-laws and establish rules for the conduct of its affairs and the
exercise of the duties imposed upon it under the Plan.



11.9 Committee’s Powers and Duties



The Committee shall have responsibility for the general administration of the Plan and for carrying
out its provisions. The Committee shall have those powers and duties, and full discretion in
exercising such powers and duties, as may be necessary or helpful to discharge its functions
hereunder, including, but not limited to, the following:




	(a)	 	To construe and interpret the Plan, to decide all questions of eligibility and determine the
amount, manner, and time of payment of any benefits hereunder;
	 
	(b)	 	To make a determination as to the right of any person to an allocation, and the amount
thereof;
	 
	(c)	 	To obtain from the Employees such information as shall be necessary for the proper
administration of the Plan and, when appropriate, to furnish such information promptly to the
Trustees or other persons entitled thereto;
	 
	(d)	 	To prepare and distribute, in such manner as the Company determines to be appropriate,
information explaining the Plan;
	 
	(e)	 	To establish and maintain such accounts in the name of each Participant as are necessary;
	 
	(f)	 	To instruct the Trustee with respect to the payment of benefits hereunder;
	 
	(g)	 	To provide for any required bonding of fiduciaries and other persons who may from time to
time handle Plan assets;
	 
	(h)	 	To prepare and file any reports required by ERISA;
	 
	(i)	 	To engage an independent public accountant to conduct such examinations and to render such
opinions as may be required by ERISA;




45









 






	(j)	 	To allocate contributions and Trust Fund gains or losses to the Accounts of Participants; and
	 
	(k)	 	To correct any errors and remedy any defects in the administration of this Plan.





11.10 Investment Responsibilities



The Committee shall have the authority and responsibility to direct the Trustee with respect to the
investment and management of the Trust Fund. Except as otherwise provided in ERISA, the Committee
may delegate such authority and responsibility to direct the Trustee to any person who acknowledges
in writing that it is a fiduciary with respect to the Plan and who provides the Committee with a
written affirmation that it is qualified to act as an investment manager within the meaning of
ERISA. If the Committee delegates to an investment manager the authority and responsibility to so
direct the Trustee, such investment manager, and not the Committee or the Trustee, shall have sole
responsibility for the investment and management of so much of the Trust Fund as has been entrusted
to his management and control, and, except to the extent otherwise required by ERISA, such
delegation shall relieve the Committee and the members thereof of all duties and responsibilities
with respect to the authority and responsibility so delegated.



The Committee may relinquish to the Trustee the Committee’s power to direct the Trustee with
respect to the investment and management of the Trust Fund. In the event the Committee so
relinquishes said power to the Trustee and the Trustee accepts such responsibility in writing, the
Trustee shall have sole and exclusive power and responsibility with respect to the investment and
management of the Trust Fund. The Committee may regain the power so relinquished by appropriate
Committee action and notice to the Trustee.



11.11 Committee’s Decisions Conclusive



The Committee shall exercise its powers hereunder in a uniform and nondiscriminatory manner. Any
and all disputes with respect to the Plan which may arise involving Participants, or their
Beneficiaries shall be referred to the Committee and its decision shall be final, conclusive, and
binding. Furthermore, if any question arises as to the meaning, interpretation, or application of
any provision hereof, the decision of the Committee with respect thereto shall be final.



The Committee shall have the exclusive right to make any finding of fact necessary or appropriate
for any purpose under the Plan including, but not limited to, the determination of the eligibility
for, and the amount of, any benefit payable under the Plan. The Committee shall have the exclusive
right to interpret the terms and provisions of the Plan and to determine any and all questions
arising under the Plan or in connection with its administration, including, without limitation, the
right to remedy or resolve possible ambiguities, inconsistencies, or omissions, by general rule or
particular decision. To the extent permitted by law, all findings of fact, determinations,
interpretations, and decisions of the Committee shall be conclusive and binding upon all persons
having or claiming to have any interest or right under the Plan.



46









 





11.12 Indemnity for Liability





	(a)	 	The Employers shall indemnify and hold harmless each of the following persons (“Indemnified
Persons") under the terms and conditions of section 11.12(b):






	 	(1)	 	The Committee.
	 
	 	(2)	 	Each member of the Committee.
	 
	 	(3)	 	Each Employee or member of the Board of Directors of an Employer who has
responsibility (whether by delegation from another person, an allocation of
responsibilities under the terms of this Plan document, or otherwise) for a fiduciary
duty, a nonfiduciary settler function (such as deciding whether to approve a plan
amendment), or a nonfiduciary administrative task relating to the Plan.






	(b)	 	The Employers shall indemnify and hold harmless each Indemnified Person against any and all
claims, losses, damages, and expenses, including reasonable attorneys’ fees and court costs,
incurred by that person on account of his or her good faith actions or failures to act with
respect to his or her responsibilities relating to the Plan. The Employers’ indemnification
shall include payment of any amounts due under a settlement of any lawsuit or investigation,
but only if the Company agrees to the settlement.






	 	(1)	 	An Indemnified Person shall be indemnified under this section 11.12 only if he
or she gives written notice to the Employers through either their corporate
secretary(ies), General Counsel(s) or President(s), of any claim asserted against or
any investigation of the Indemnified Person that relates to the Indemnified Person’s
responsibilities with respect to the Plan. The notice must be provided promptly after
the Indemnified Person becomes aware of the claim or investigation. No indemnification
shall be provided under this section 11.12 to the extent that any Employer is
materially prejudiced by the unreasonable delay of the Indemnified Person in notifying
the Employers of the claim or investigation.
	 
	 	(2)	 	An Indemnified Person shall be indemnified under this section 11.12 with
respect to attorneys fees, court costs or other litigation expenses or any settlement
of such litigation only if the Indemnified Person agrees to permit the Sponsor or
another Employer to select counsel and to conduct the defense of the lawsuit and agrees
not to take any action in the lawsuit that the Sponsor or other Employer believes would
be prejudicial to the interests of the Sponsor or other Employer. Subject to the
consent of the Indemnified Person, the Employers may enter into a settlement or other
agreement to compromise a claim, demand, action or proceeding which has given rise to a
notice of claim for indemnity hereunder.
	 
	 	 	 	If the Indemnified Person refuses to give consent to the terms of a proposed
settlement or compromise which is otherwise acceptable to the Employers, any amount
awarded against the Indemnified Person in excess of the amount for which settlement or
compromise could have been made by the Employers shall not be recoverable under this
agreement, it being further agreed by the parties that in such




47









 






	 	 	 	event the Employers shall only be responsible for costs, charges and expenses up to
the time at which settlement could have been made.
	 
	 	(3)	 	No Indemnified Person, including an Indemnified Person who has Terminated
Employment, shall be indemnified under this section 11.12 unless he or she makes
himself or herself reasonably available to assist the Employers with respect to the
matters in issue and agrees to provide whatever documents, testimony, information,
materials, or other forms of assistance that the Employers shall reasonably request.
	 
	 	(4)	 	No Indemnified Person shall be indemnified under this section 11.12 with
respect to any action or failure to act that is judicially determined to constitute or
be attributable to the gross negligence or willful misconduct of the Indemnified
Person.
	 
	 	(5)	 	Payments of any indemnity under this section 11.12 shall be made only from the
assets of the Employers and shall not be made directly or indirectly from assets of the
Plan. The provisions of this section 11.12 shall not preclude such further indemnities
as may be available under insurance purchased by the Employers or as may be provided by
an Employer under any by-law, agreement or otherwise, provided that no expense shall be
indemnified under this section 11.12 that is otherwise indemnified by an Employer or by
an insurance contract purchased by an Employer. To the extent permitted by law, the
Employers shall be subrogated to all rights which the Indemnified Person may have under
all policies of insurance or other contracts pursuant to which the Indemnified Person
may be entitled to reimbursement of, or indemnification in respect of, all or any part
of the costs, charges and expense which are borne by the Employers pursuant to this
agreement.
	 
	 	(6)	 	Advance Payment of Defense Costs. Except for the indemnities provided for in
section 11.12(b)(7), the Employers will advance and pay all reasonable costs, charges
and expenses as they are incurred, provided however:






	 	(A)	 	that no such advancement shall be made unless and until the
Indemnified Person has provided to the Employers a written affirmation of his
good faith belief that he has met the standard of conduct necessary for
indemnification by the Employers;
	 
	 	(B)	 	that no such advancement shall be made unless and until the
Indemnified Personal has provided to the Employers a written undertaking by or on
behalf of the Indemnified Person to repay all amounts so advanced forthwith if it
shall be determined that the Indemnified Person has not met the standard of
conduct necessary for indemnification by the Employers;
	 
	 	(C)	 	that if the Indemnified Person subsequently receives
indemnification or reimbursement for all or part of any costs, charges or
expenses from a source or sources other than the Employers, the amounts so
advanced and paid by the Employers shall be repaid by the Indemnified Person to
the Employers




48









 






	 	 	 	forthwith upon request, to the extent that the Indemnified Person receives
indemnification or reimbursement from such other source or sources.






	 	(7)	 	In addition to the other indemnities provided for herein, the Employers shall
defend, indemnify and hold Indemnified Person harmless from any loss, liability,
damage, or expense, including reasonable attorney’s fees, arising in connection with or
resulting from any breach or non-fulfillment or any agreement on the part of the
Employers under this section 11.12.





11.13 Fiduciaries



The fiduciaries named in this Article shall have only those specific powers, duties,
responsibilities, and obligations as are specifically given them under this Plan or the Trust. The
Employer shall have the sole responsibility for making the contributions specified in Articles 4
and 5, and the Company shall have the sole authority to appoint and remove the Trustee and to amend
or terminate, in whole or in part, this Plan or the Trust. The Committee shall have the sole
responsibility for the administration of this Plan, which responsibility is specifically described
in this Plan and the Trust Agreement. The officers and Employees of the Company shall have the
responsibility of implementing the Plan and carrying out its provisions as the Committee shall
direct. The Committee, the Trustee, and any investment manager shall have the sole responsibility
for the administration of the Trust and the management of the assets held under the Trust, to the
extent provided in the Trust Agreement. A fiduciary may rely upon any direction, information, or
action of another fiduciary as being proper under this Plan or the Trust, and is not required under
this Plan or the Trust to inquire into the propriety of any such direction, information, or action.
It is intended under this Plan and the Trust that each fiduciary shall be responsible for the
proper exercise of his or its own powers, duties, responsibilities, and obligations under this Plan
and the Trust and shall not be responsible for any act or failure to act of another fiduciary. No
fiduciary guarantees the Trust Fund in any manner against investment loss or depreciation in asset
value. Any party may serve in more than one fiduciary capacity with respect to the Plan or Trust.



11.14 Notice of Address



Each person entitled to benefits from the Plan must file with the Committee or its agent, in
writing, his post office address and each change of post office address. Any communication,
statement, or notice addressed to such a person at his latest reported post office address will be
binding upon him for all purposes of the Plan, and neither the Committee nor the Company or any
Trustee shall be obliged to search for or ascertain his whereabouts.



11.15 Data



All persons entitled to benefits from the Plan must furnish to the Company such documents,
evidence, or information, including information concerning marital status, as the Company considers
necessary or desirable for the purpose of administering the Plan; and it shall be a condition of
the Plan that each such person must furnish such information and sign such documents as the Company
may require before any benefits become payable from the Plan. The Committee shall be entitled to
distribute benefits to a nonspouse beneficiary in reliance upon the signed statement of the
Participant that he is unmarried without any further liability to a spouse if such statement is
false.



49









 





11.16 Benefit Claims Procedures



All applications for benefits under the Plan shall be submitted to the Committee pursuant to its
procedures. Applications for benefits must be in writing on the forms prescribed by the Committee
and must be signed by the Participant, or in the case of a death benefit, by the Beneficiary or
legal representative of the deceased Participant. Each application shall be acted upon and approved
or disapproved within 60 days following its receipt by the Committee. If any application for a
benefit is denied, in whole or in part, the Committee shall notify the applicant in writing of such
denial and of his right to a review by the Committee and shall set forth in a manner calculated to
be understood by the applicant, specific reasons for such denial, specific references to pertinent
Plan provisions on which the denial is based, a description of any additional material or
information necessary for the applicant to perfect his application, an explanation of why such
material or information is necessary, and an explanation of the Plan’s review procedure.



Any person, or his duly authorized representative, whose application for benefits is denied in
whole or in part, may appeal from such denial to the Committee for a review of the decision by
submitting to the Committee within 90 days after receiving notice of the denial a written
statement:




	(a)	 	requesting a review of his application for benefits by the Committee;
	 
	(b)	 	setting forth all of the ground upon which his request for review is based and any facts in
support thereof; and
	 
	(c)	 	setting forth any issues or comments which the applicant deems relevant to his application.





The Committee shall act upon each such application within 60 days after the later of receipt of the
applicant’s request for review by the Committee or receipt of any additional materials reasonably
requested by the Committee from such applicant.



The Committee shall make a full and fair review of each such application and any written materials
submitted by the applicant or the Employer in connection therewith and may require the Employer or
the applicant to submit within 30 days of written notice by the Committee therefor, such additional
facts, documents, or other evidence as the Committee, in its sole discretion, deems necessary or
advisable in making such a review. On the basis of its review, the Committee shall make an
independent determination of the applicant’s eligibility for benefits under the Plan. The decision
of the Committee on any application for benefits shall be final and conclusive upon all persons if
supported by substantial evidence in the record.



If the Committee denies an application in whole or in part, the Committee shall give written notice
of its decision to the applicant setting forth in a manner calculated to be understood by the
applicant the specific reasons for such denial and specific references to the pertinent Plan
provisions on which the Committee decision was based.



50









 





Notwithstanding the above provisions, effective January 1, 2002, the timing requirements described
above shall differ in the case of disability-related claims. A written denial of a
disability-related claim shall normally be provided within 45 days after receipt of the claim,
except that either one or two additional 30-day extensions are permitted for special circumstances,
if the claimant has been notified of the extension(s) on a timely basis. Following receipt of a
written denial of a disability-related claim, a claimant shall have 180 days in which to file an
appeal of the decision with the Committee. Following such an appeal, the Committee shall normally
reach a decision within 45 days, except that an additional 45-day extension is permitted for
special circumstances, if the claimant has been notified of the extension on a timely basis.



11.17 Member’s Own Participation



No member of the Committee may act, vote or otherwise influence a decision of the Committee
specifically relating to his own participation under the Plan.



51









 





Article 12. Amendment and Termination




12.1 Amendment and Termination



The Company expects the Plan to be permanent and to continue indefinitely; however, this Plan is
purely voluntary on the part of the Company (subject to applicable collective bargaining
agreements), and the Company must necessarily and does hereby reserve the right to amend, modify,
or terminate the Plan at any time by action of its Board of Directors, provided that no amendment
shall make it possible for any part of the funds of the Plan to be used for, or diverted to,
purposes other than for the exclusive benefit of Participants or their beneficiaries under the
Plan.



Any amendment of the Plan may be made by written action of the Chairman of the Committee, without
submitting such amendment for the approval of the Board provided that:




	(a)	 	such amendment does not deprive the Company of its ability to deduct contributions to the
Plan pursuant to the provisions of the Code;
	 
	(b)	 	such amendment does not offend the prohibitions contained in the first paragraph of this
Section;
	 
	(c)	 	such amendment does not have the effect of terminating the Plan;
	 
	(d)	 	such amendment does not increase the cost of providing benefits under the Plan by an amount
estimated to be in excess of $200,000 for each of the five full Plan Years during which such
amendment would be first in effect, unless such amendment is for the purpose of bringing the
Plan into conformity with legislation, governmental regulations, rules or interpretive
bulletins expressing a public policy or condition with which the Plan must comply;
	 
	(e)	 	such amendment does not amend this Article 12, and (except for the power of amendment hereby
granted to the Chairman of the Committee) does not substitute the Chairman of the Committee in
the place of the Board or permit the Chairman of the Committee to act without specific
authority of the Board with respect to any power or right specifically conferred upon or
reserved to the Board under the provisions of the Plan; and
	 
	(f)	 	such amendment does not confer any special advantage whether economic or otherwise, whether
present or contingent, on the Chairman of the Committee.





The Plan shall be deemed to be amended under this Section on the date designated by the Chairman of
the Committee, whether or not such date has the effect of making such amendment retroactive.



No amendment of the Plan shall increase the duties and responsibilities of the Trustee without its
consent, or decrease the Account balance of a Participant or Beneficiary.



52









 





Any action taken by the Board or by the Chairman of the Committee pursuant to this Section shall be
binding and effective as to each Participating Affiliate, the Employees of each such Participating
Affiliate, and the Beneficiaries of such Employees. Participating Affiliates shall not be required
to take any action to evidence the authorization, approval or ratification of any such actions
taken by the Board or Chairman of the Committee.



12.2 Distribution on Termination



Upon termination of the Plan in whole or in part, or upon complete discontinuance of contributions
to the Plan by the Company, the value of the proportionate interest in the Trust Fund of each
Participant affected by such termination shall be determined by the Committee as of the date of
such termination or discontinuance. The Accounts of such Participants shall be fully vested and
nonforfeitable, and thereafter distribution shall be made to such Participants as directed by the
Committee.



Upon the partial termination of the Plan, the Board of Directors may in its sole discretion
determine the timing of a distribution of the balance of the affected Participants’ Accounts.



12.3 Successors



In case of the merger, consolidation, liquidation, dissolution or reorganization of an Employer, or
the sale by an Employer of all or substantially all of its assets, provision may be made by written
agreement between the Company and any successor corporation acquiring or receiving a substantial
part of the Employer’s assets, whereby the Plan and the Trust will be continued by the successor.
If the Plan is to be continued by the successor, then effective as of the date of the
reorganization or transfer, the successor corporation shall be substituted for the Employer under
the Plan and the Trust Agreement. The substitution of a successor corporation for an Employer will
not in any way be considered a termination of the Plan.



12.4 Plan Merger or Transfer



This Plan shall not merge or consolidate with, or transfer assets and liabilities to, or accept a
transfer from, any other employee benefit plan unless each Participant in this Plan will (if the
Plan had then terminated) receive a benefit immediately after the merger, consolidation, or
transfer which is not less than the benefit the Participant would have been entitled to receive
immediately before the merger, consolidation, or transfer of assets (if this Plan had then
terminated). Subject to these limitations, the Plan may transfer assets and liabilities to, or
accept a transfer of assets and liabilities from, any other employee benefit plan which is
qualified under Code section 401(a) where such a transfer has been authorized by agreement between
the Employer and the sponsor of the other employee benefit plan and is not prohibited by law.



12.5 Participating Affiliates



The Board of Directors may, by resolution, designate any Affiliate as an Employer under this Plan.
The Affiliate shall become an Employer and a party to this Plan and the Trust upon acceptance of
such designation by resolution of its board of directors. Any Affiliate may withdraw from the Plan
and Trust, and end its status as an Employer hereunder, by action of its board of directors, after
obtaining approval of the Board of the Company. Upon withdrawal, the Plan shall be considered
terminated as to Employees of such Affiliate.



53









 





Article 13. Miscellaneous Provisions




13.1 Employment Rights



Nothing contained in this Plan or any modification of the same or act done in pursuance hereof
shall be construed as giving any person any legal or equitable right against the Employer, the
Trustee, or the Trust Fund, unless specifically provided herein, or as giving any person a right to
be retained in the employ of the Employer. All Participants shall remain subject to assignment,
reassignment, promotion, transfer, layoff, reduction, suspension, and discharge to the same extent
as if this Plan had never been established.



13.2 No Examination or Accounting



Neither this Plan nor any action taken thereunder shall be construed as giving any person the right
to an accounting or to examine the books or affairs of the Company or Employer.



13.3 Investment Risk



The Participants and their Beneficiaries shall assume all risks in connection with any decrease in
the value of any assets or funds which may be invested or reinvested in the Trust which supports
this Plan.



13.4 Non-Alienation



No Account of benefit under this Plan may be anticipated, assigned (either in law or in equity),
alienated or subject to attachment, garnishment, levy, execution, or other legal or equitable
process (whether voluntary or involuntary). However, an Account or benefit may be reduced, offset,
or transferred to the extent permitted under Code section 401(a)(13), including a reduction or
offset for taxes required to be withheld, amounts assigned by a qualified domestic relations order,
and amounts required to be paid to the Plan pursuant to a judgment, order, decree, settlement
agreement, or other order to pay that provides for an offset of benefits payable under the Plan.



The committee shall establish a procedure to determine the qualified status of a domestic relations
order and to administer distributions under a qualified order.



13.5 Incompetency



Every person receiving or claiming benefits under the Plan shall be conclusively presumed to be
mentally competent and of age until the date on which the Committee receives a written notice, in a
form and manner acceptable to the Committee, that such person is incompetent or a minor, for whom a
guardian or other person legally vested with the care of his Person or estate has been appointed;
provided, however, that if the Committee shall find that any person to whom a benefit is payable
under the Plan is unable to care for his affairs because of incompetency, or is a minor, any
payment due (unless a prior claim therefor shall have been made by a duly appointed legal
representative) may be paid to the spouse, a child, a parent, or a brother or sister, or to any
person or institution deemed by the Committee to have incurred expense for such person otherwise
entitled to payment. To the extent permitted by law, any such payment so made shall be a complete
discharge of liability therefor under the Plan.



54









 





In the event a guardian of the estate of any person receiving or claiming benefits under the Plan
shall be appointed by a court of competent jurisdiction, benefit payments may be made to such
guardian, provided that proper proof of appointment and continuing qualification is furnished in a
form and manner acceptable to the Committee. To the extent permitted by law, any such payment so
made shall be a complete discharge of liability therefor under the Plan.



13.6 Severability



In the event any provision of this Plan shall be held illegal or invalid for any reason, such
illegality or invalidity shall not affect the remaining parts of this Plan, and it shall be
construed and enforced as if such illegal or invalid provision had never been inserted herein.



13.7 Counterparts



This Plan may be executed in any number of counterparts, each of which shall be deemed to be an
original. All the counterparts shall constitute but one and the same instrument and may be
sufficiently evidenced by any one counterpart.



13.8 Service of Legal Process



The members of the Committee and the Secretary of the Company are hereby designated agents of the
Plan for the purpose of receiving service of summons, subpoena, or other legal process.



13.9 Headings of Articles and Sections

The headings of sections and subsections are included solely for convenience of reference,
and if there is any conflict between such headings and the text of the plan, the text shall
control.




13.10 Construction and Applicable Law



This Plan is intended to be operated as a qualified plan under section 401(a) of the Code, and the
terms hereof shall be construed in accordance with such intent. Furthermore, the Plan and all
rights hereunder shall be governed, construed, and administered in accordance with ERISA, and to
the extent not preempted by federal law, in accordance with the laws of the State of Florida with
the exception that any Trust Agreement which may constitute a part of the Plan shall be construed
and enforced in all respects under and by the laws of the State in which the Trustee thereunder is
located.



13.11 Unclaimed Benefits



In the event that the Committee, after having made a diligent search, is unable to locate a
Participant who is entitled to benefits under this Plan, such benefits shall be reallocated to the
accounts of other Participants in accordance with section 9.4. In the event that the Participant,
Beneficiary, or Alternate Payee whose account is subject to such reallocation subsequently asserts
a valid claim for his benefits, his account will be restored in the manner described in section
6.3(a).



* * * * * * * * * *




55









 








In Witness Whereof, White Springs Agricultural Chemicals, Inc. has caused this instrument
to be executed on                                 , 200        , by its duly authorized officers.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	White Springs Agricultural
	 	 	 	 	 	 	 	 	Chemicals, Inc.
	Attest:	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	Its	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	By
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Its	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 

	 	 
	 	 	 	 	 	(Corporate Seal)







56









 








Appendix A. Employee Stock Ownership Plan




A.1 The Plan



This Appendix shall be effective as soon as administratively practicable after September 26, 2001
and after the completion of all required filings, notices, and approvals under the securities law
of the United States and other applicable laws. Accounts shall be established for each Participant
who has amounts allocable to the Company Stock Fund consisting of an account that is designated as
a stock bonus plan within the meaning of Code section 401(a)(23) and as an employee stock ownership
plan (“ESOP”) within the meaning of Code section 4975(e)(7) and an account consisting of amounts
not allocable to such stock bonus plan. The provisions of this Appendix shall apply to the ESOP.



A.2 Definitions




	(a)	 	Company. The term “Company” means the Potash Corporation of Saskatchewan.






	(b)	 	Company Stock. The term “Company Stock” means common stock of the Company that is Publicly
Traded Stock.






	(c)	 	Disqualified Person. The term “Disqualified Person” has the meaning given such term by Code
section 4975(e)(2).






	(d)	 	ESOP. Unless the context indicates otherwise, the term “ESOP” means the portion of the Plan
that is comprised of the ESOP Accounts of all Participants.






	(e)	 	ESOP Account. The term “ESOP Account” means the portion of a Participant’s Account invested
in the Company Stock Fund and allocable to the account designated as the ESOP Account.






	(f)	 	Non-ESOP Account. The term “Non-ESOP Account” means the portion of a Participant’s Account
that is not allocable to the ESOP Account.






	(g)	 	Participant. The term “Participant” means an individual who has amounts credited to the ESOP
Account.






	(h)	 	Publicly Traded Stock. The term “Publicly Traded Stock” means stock that is listed on a
national securities exchange registered under section 6 of the Securities Exchange Act of 1934
or that is quoted on a system sponsored by a national securities association registered under
section 15A(b) of such Act.





A.3 ESOP Investments and Loans




	(a)	 	Company Stock. The ESOP shall be invested primarily in Company Stock.






	(b)	 	Funding. Except as provided by Committee rule, no contributions may be made directly to the
ESOP. Amounts credited to a Participant’s ESOP Account shall be those amounts in the Company
Stock Fund that are allocable to the Participant immediately before the establishment of the
ESOP, adjusted by amounts transferred to and from the ESOP




57









 






	 	 	Account, and by the amount of the distributions, earnings and losses attributable to the
ESOP Account. Contributions made to the Non-ESOP Account during the Plan Year and invested
in the Company Stock Fund shall be transferred by the Plan to the ESOP Account during or
after the Plan Year as prescribed by Committee rules.






	(c)	 	ESOP Loans Prohibited. The ESOP may not borrow funds, directly or indirectly, to acquire
Company Stock.





(d) Acquisition and Disposition of Employer Securities.





	 	(1)	 	General. The Trust may purchase and sell Company Stock only at its fair market
value. The Committee may direct the Trustee to buy Company Stock from, or sell Company
Stock to, any person, subject to paragraph (2).
	 
	 	(2)	 	Transactions with Disqualified Persons. No commission may be charged in a
transaction involving Company Stock between the Trust and a Disqualified Person and
such a transaction shall be for adequate consideration (as defined in ERISA section
3(18)).





A.4 Election to Distribute or Reinvest Dividends on Company Stock



Effective January 1, 2002, in the case of a dividend payable on Company Stock allocated to a
Participant’s (or Beneficiary’s) ESOP Account and held by the ESOP on the record date for such
dividend, pursuant to Committee rules, the dividend may—




	(a)	 	be paid directly in cash to the Participant (or the Beneficiary),
	 
	(b)	 	be paid to the ESOP and distributed in cash to the Participant not later than 90 days after
the close of the Plan Year in which paid, or
	 
	(c)	 	at the election of the Participant—






	 	(1)	 	be payable as provided in subsections (a) or (b), or
	 
	 	(2)	 	be paid to the ESOP and reinvested in the Company Stock Fund and credited to
the Participant’s ESOP Account.





A distribution of a dividend to a Participant may be made pursuant to this section notwithstanding
other provisions to the contrary. A dividend distribution shall be treated as made under a separate
contract for the purposes of Code section 72.



A.5 Participant Diversification of Investments





	(a)	 	Protected Right of Qualified Participants to Diversify. This section shall supersede other
provisions of the Plan to the extent (if any) that they would limit the rights of a Qualified
Participant as described in this paragraph.




58









 












	(b)	 	Definitions. For the purpose of this section, the following terms shall have the respective
meanings set forth below:






	 	(1)	 	Qualified Election Period. The term “Qualified Election Period” means the
six-Plan-Year period beginning with the first Plan Year in which an Employee becomes a
Qualified Participant.
	 
	 	(2)	 	Qualified Participant. The term “Qualified Participant” means a Participant who
has attained age 55 and who has completed at least ten years of participation in the
Plan (or a predecessor plan).






	(c)	 	Alternative Investment Funds. A Qualified Participant shall be permitted to direct the Plan
to transfer to an alternative investment fund (not invested in Company Stock) up to 25 percent
of the value of the Participant’s ESOP Account. The direction shall be made within 90 days
after the last day of each Plan Year during the Participant’s Qualified Election Period.
Within 90 days after the close of the last Plan Year in the Participant’s Qualified Election
Period, a Qualified Participant may direct the Plan as to the investment of 50 percent of the
ESOP Account. The Participant’s direction shall be provided to the Committee in writing; may
be revoked or modified within the applicable 90-day period; and shall be effective no later
than 180 days after the close of the Plan Year to which the direction applies.





A.6 Voting and Tender Offer Decisions





	(a)	 	Participant Voting Direction. A Participant (or, in the event of the Participant’s death, the
Participant’s beneficiary) shall have the right to direct the Trustee as to the manner in
which shares of Company Stock allocated to such Participant’s ESOP Account are to be voted on
each matter brought before an annual or special stockholders’ meeting of the Company.






	 	(1)	 	Participant Information. Before a stockholder meeting, the Committee shall
furnish to a Participant (or Beneficiary) a copy of the proxy solicitation material,
together with a form requesting confidential directions on how such shares of Company
Stock allocated to such Participant’s ESOP Account shall be voted on each such matter.
	 
	 	(2)	 	Trustee Action. Upon timely receipt of a Participant’s voting directions, the
Trustee shall vote as directed the number of shares (including fractional shares) of
Company Stock allocated to such Participant’s ESOP Account. The Trustee shall hold the
Participant’s instructions in strict confidence and may not divulge or release the
instructions to any person, including officers or Employees of the Company. Except as
provided by law, the Trustee may not vote shares of Company Stock allocated to
Participants’ ESOP Accounts for which it has not received direction.






	(b)	 	Tender Offer Direction. Each Participant (or, in the event of the Participant’s death, the
Participant’s Beneficiary) shall have the right, to the extent of the number of shares of




59









 






	 	 	Company Stock allocated to such Participant’s ESOP Account, to direct the Trustee in writing
as to the manner in which to respond to a tender or exchange offer with respect to shares of
Company Stock.






	 	(1)	 	Participant Information. The Committee shall use its best efforts to timely
distribute to each Participant (or Beneficiary) such information as will be distributed
to stockholders of the Company in connection with a tender or exchange offer.
	 
	 	(2)	 	Trustee Action. Upon timely receipt of such instructions, the Trustee shall
respond as instructed with respect to shares of Company Stock allocated to such
Participant’s ESOP Account. A Participant’s instructions to the Trustee shall be held
by the Trustee in strict confidence and shall not be divulged or released to any
person, including officers or Employees of the Company. Except as provided by law, if
the Trustee does not receive timely instruction from a Participant (or Beneficiary) as
to the manner in which to respond to such a tender or exchange offer, the Trustee shall
not tender or exchange any shares of Company Stock for which the Participant has the
right of direction.






	(c)	 	Named Fiduciary. For the purpose of this section, each Participant (or, in the event of the
Participant’s death, the Participant’s Beneficiary) is, hereby designated a “named fiduciary”
within the meaning of ERISA section 403(a)(1).





A.7 Distributions





	(a)	 	Right to Receive Distribution in Company Stock. A Participant who is entitled to a
distribution from his or her ESOP Account has the right to demand that the distribution be
made in shares of the Company Stock. In the case of amounts that are diversified pursuant to
section A.5 of this Appendix, the preceding sentence shall apply only to amounts that are
diversified in excess of the minimum amounts that are required to be available for
diversification pursuant to such section.






	(b)	 	Commencement. A Participant is entitled to a distribution from the ESOP Account at the time
prescribed by the Plan (but no later than the time prescribed by Code section 409(o)).






	(c)	 	Normal Form of Payment. If a Participant is entitled to a distribution from the ESOP Account,
unless the Participant elects otherwise, the ESOP Account shall be distributed in
substantially equal periodic payments (but not less frequently than annually) over a period
not longer than the greater of—






	 	(1)	 	five years, or
	 
	 	(2)	 	in the case of a Participant with an ESOP Account balance in excess of
$500,000, five years plus one additional year (but not more than five additional years)
for each $100,000 or fraction thereof by which such balance exceeds $500,000.




60









 












	 	 	The dollar amounts specified in paragraph (2) shall be adjusted for changes in the cost of
living as prescribed by the Internal Revenue Service.





A.8 Nonpublicly Traded Stock



This section shall apply if Company Stock ceases to be Publicly Traded Stock or becomes subject to
substantial restrictions.




	(a)	 	Acquisition and Disposition of Stock. The Trust shall purchase and sell nonpublicly traded
Company Stock at its fair market value. The Committee shall determine the fair market value of
Company Stock based upon the value determined by an independent appraiser within the meaning
of Code section 401(a)(28)(C).





(b) Participant Put Option.





	 	(1)	 	When Required. If a Participant receives a distribution of Company Stock and
either—






	 	(A)	 	the Company Stock is not Publicly Traded Stock, or
	 
	 	(B)	 	the Company Stock is subject to a trading limitation under federal
or state securities law, or regulations thereunder, or an agreement which would
make the Company Stock not as freely tradable as stock not subject to such
limitation,






	 	 	 	then the Company Stock distributed to the Participant (or Beneficiary) must be subject
to a put option as described in this subsection that permits the holder of the put to
require the Company to repurchase the Company Stock.






	 	(2)	 	Holder of Put. The put option shall be exercisable by the Participant or the
Beneficiary, by the donees of either, or by a person (including an estate or its
distributee) to whom the Company Stock passes by reason of the death of the Participant
or the Beneficiary.
	 
	 	(3)	 	Responsibility for Put. The holder of the put option shall be entitled to put
the Company Stock to the Company. The Committee, however, shall have the authority to
assume the rights and obligations of the Company at the time the put option is
exercised by directing the Trustee to repurchase the Company Stock. Under no
circumstances may the put option bind the Plan. If it is known that federal or state
law will be violated by the Company’s honoring the put option, the put option must
permit the Company Stock to be put, in a manner consistent with such law, to a third
party (for example, an affiliate of the Company or a shareholder other than the Plan)
that has, and is expected to continue to have, a substantial net worth.
	 
	 	(4)	 	Duration of Put. The holder of the put option shall be entitled to exercise the
option at any time during two option periods. The first option period shall be the
60-day period commencing on the date of the distribution of the Company Stock,




61









 






	 	 	 	and if the option is not exercised during that period, a second 60-day period shall
commence in the following Plan Year pursuant to Treasury regulations. The period
during which a put option is exercisable does not include any time when a holder of
the option is unable to exercise it because the party bound by the put option is
prohibited from honoring it by applicable federal or state law.






	 	(5)	 	Manner of Exercise. A put option is exercised by the holder notifying the
Company in writing that the option is being exercised.
	 
	 	(6)	 	Price. The exercise price for a put option shall be the fair market value of
the Company Stock as determined by an independent appraiser within the meaning of Code
section 401(a)(28)(C).
	 
	 	(7)	 	Payment Terms and Restrictions. The terms of payment for the sale of Company
Stock pursuant to a put option shall be as provided in the put and may be either paid
in a lump sum or in installments as provided by the Committee.






	 	(A)	 	If Lump Sum Distribution Made. If the Company is required to
repurchase Company Stock that was distributed to the Participant as a lump sum
distribution of the Participant’s entire account balance, the requirement of this
subsection shall be treated as met if—






	 	(i)	 	the amount to be paid for the Company Stock is paid in
substantially equal periodic payments (not less frequently than annually),
	 
	 	(ii)	 	the payments are made over a period beginning not later
than 30 days after the exercise of the put option described in paragraph
(4) and not exceeding five years, and
	 
	 	(iii)	 	there is adequate security provided and reasonable
interest paid on the unpaid amounts referred to in clause (i).






	 	(B)	 	If Installment Payments Made. If the Company is required to
repurchase Company Stock that was distributed to the Participant in installments,
the requirement of this subsection shall be treated as met if the amount to be
paid for the Company Stock is paid not later than 30 days after the exercise of
the put option described in paragraph (4).






	 	(8)	 	Nonterminable Right. The provisions of this subsection shall continue to apply
even if the ESOP ceases to be an ESOP within the meaning of Code section 4975(e)(7).





A.9 Disaggregation—Discrimination Testing





	(a)	 	Direct Contributions to ESOP. This subsection applies only to the extent that the Committee
rules allow contributions to be made directly to the ESOP (as opposed to prior




62









 






	 	 	contributions and earnings transferred to the ESOP Account from the Non-ESOP Account).
	 
	 	 	If Before-Tax Contributions are subject to testing under the actual deferral percentage test
of section 401(k), the test shall be applied separately to the Before-Tax Contributions paid
directly to the ESOP Account and to the Before-Tax Contributions paid directly to the
Non-ESOP Account. If After-Tax Contributions or Employer Matching Contributions are subject
to the actual contributions percentage test of Code section 401(m), the test shall be
applied separately to such contributions paid directly to the ESOP Account and the
contributions paid directly to the Non-ESOP Account.






	(b)	 	Transferred Amounts. Contributions made directly to the Non-ESOP Account and then transferred
to the ESOP Account shall not be subject to the separate testing rules under subsection (a).
	 
	(c)	 	Restrictions Not Applicable After 2005. The restrictions described in subsections (a) and (b)
above shall cease to apply for Plan Years beginning on or after January 1, 2006.





A.10 Offset of Pension Benefit



Amounts credited to a Participant’s ESOP Account may not be taken into account (i.e., for purposes
of any “floor offset” arrangement) in determining the Participant’s benefit under any defined
benefit pension plan qualified under Code section 401(a).




63