EX-10.1





Exhibit 10.1


First Amendment to the ISO 401(k) Savings and Employee Stock Ownership Plan
(as the Plan
was Amended and Restated as of January 1, 2008)


     WHEREAS, the ISO 401(k) Savings and Employee Stock Ownership Plan (the “Plan”) was amended and
restated effective as of January 1, 2008 to incorporate all prior amendments made to the Plan; and


     WHEREAS, Section 20.1 of the Plan provides that the Board of Directors of Insurance Services
Office, Inc. (the “Board”) may make certain amendments to the Plan; and


     WHEREAS, the Board has resolved to reduce the minimum number of days prior to a shareholders’
meeting by which the ESOP Trustee must furnish certain proxy solicitation materials and related
instructions to Participants, and wishes to amend the Plan in accordance with such resolution and
the below amendment;


     THEREFORE, BE IT RESOLVED, that the Plan is hereby amended in the following respect, effective
as of June 2, 2008:


     1. The reference to “30 days” in the first sentence of Section 6.4(b) of the Plan is
hereby changed to be a reference to “10 days”.


     IN WITNESS WHEREOF, the Board has caused this amendment to be executed this
2nd day of June, 2008, to be effective as of the date set forth above.


	 	 	 	 	 
	 	INSURANCE SERVICES OFFICE, INC.

 	 
	 	By:  	/s/ Frank J. Coyne
 	 
	 	 	Frank J. Coyne	 
	 	 	Chairman, President and Chief Executive Officer	 
	 	 	 	 
	 




 








 





ISO 401(k) SAVINGS AND

EMPLOYEE STOCK OWNERSHIP PLAN




Amended and Restated

Effective as of January 1, 2008

(thru Amendment #16)




 









 




TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I INTRODUCTION
	 	 	1	 
	 
	 	 	 	 
	1.1. Introduction
	 	 	1	 
	1.2. Purpose
	 	 	1	 
	1.3. Plan Governs Distribution of Benefits
	 	 	1	 
	 
	 	 	 	 
	ARTICLE II DEFINITIONS
	 	 	2	 
	 
	 	 	 	 
	2.1. Account
	 	 	2	 
	2.2. Adjustment
	 	 	2	 
	2.3. After-Tax Basic Contributions
	 	 	2	 
	2.4. After-Tax Contributions
	 	 	2	 
	2.5. After-Tax Contribution Account
	 	 	2	 
	2.6. After-Tax Supplemental Contributions
	 	 	3	 
	2.7. AIR 401(k) Plan
	 	 	3	 
	2.8. Anniversary Date
	 	 	3	 
	2.9. Appraisal
	 	 	3	 
	2.10. Authorized Leave of Absence
	 	 	3	 
	2.11. Beneficiary
	 	 	3	 
	2.12. Catch-Up Contributions
	 	 	3	 
	2.13. Catch-Up Contribution Sub-Account
	 	 	3	 
	2.14. Code
	 	 	3	 
	2.15. Common Stock
	 	 	3	 
	2.16. Company
	 	 	3	 
	2.17. Compensation
	 	 	3	 
	2.18. Direct Rollover
	 	 	4	 
	2.19. Disability
	 	 	4	 
	2.20. Disability Retirement
	 	 	5	 
	2.21. Discretionary Profit-Sharing Contribution
	 	 	5	 
	2.22. Distributee
	 	 	5	 
	2.23. Effective Date
	 	 	5	 
	2.24. Eligible Employee
	 	 	5	 
	2.25. Eligible Retirement Plan
	 	 	6	 
	2.26. Eligible Rollover Distribution
	 	 	7	 
	2.27. Employee
	 	 	8	 
	2.28. ERISA
	 	 	8	 
	2.29. ESOP
	 	 	8	 
	2.30. ESOP Contribution
	 	 	8	 
	2.31. ESOP Contribution Account
	 	 	8	 
	2.32. ESOP Diversification Account
	 	 	8	 
	2.33. ESOP Participating Employer
	 	 	8	 
	2.34. ESOP Trust
	 	 	8	 
	2.35. ESOP Trust Agreement
	 	 	8	 
	2.36. ESOP Trustee
	 	 	8	 






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	 	 	Page	 
	2.37. ESOP Trust Fund
	 	 	8	 
	2.38. ESOP Year of Vesting Service
	 	 	9	 
	2.39. Forfeiture
	 	 	9	 
	2.40. 401(k) Participating Employer
	 	 	10	 
	2.41. 401(k) Savings Trust
	 	 	10	 
	2.42. 401(k) Savings Trust Agreement
	 	 	10	 
	2.43. 401(k) Savings Trustee
	 	 	10	 
	2.44. 401(k) Savings Trust Fund
	 	 	11	 
	2.45. 401(k) Year of Vesting Service
	 	 	11	 
	2.46. Highly Compensated Employee
	 	 	14	 
	2.47. Hour of Service
	 	 	15	 
	2.48. Investment Fund or Funds
	 	 	15	 
	2.49. Leased Employee
	 	 	15	 
	2.50. Matching Contribution
	 	 	16	 
	2.51. Matching Contribution Account
	 	 	16	 
	2.52.
Matching Contribution Stock Sub-Account
	 	 	16	 
	2.53. Non-Elective Contribution
	 	 	16	 
	2.54. Non-Highly Compensated Employee
	 	 	16	 
	2.55. Normal Retirement Age
	 	 	17	 
	2.56. One-Year Break in Service
	 	 	17	 
	2.57. Optional Employer Contribution
	 	 	17	 
	2.58. Optional Employer Contribution Account
	 	 	17	 
	2.59. Optional Employer Contribution Participating Employer
	 	 	18	 
	2.60.
Optional Employer Contribution Stock Sub-Account
	 	 	18	 
	2.61. Participant
	 	 	18	 
	2.62. Participating Employer
	 	 	18	 
	2.63. Plan
	 	 	18	 
	2.64. Plan Administration Committee
	 	 	18	 
	2.65. Plan Year
	 	 	18	 
	2.66. QPC GAC
	 	 	18	 
	2.67. Qualified Domestic Relations Order
	 	 	18	 
	2.68. Qualified Matching Contribution
	 	 	19	 
	2.69.
Qualified Non-Elective Contributions
	 	 	19	 
	2.70. Related Company
	 	 	19	 
	2.71. Rollover Contribution Account
	 	 	19	 
	2.72. Rollover Contributions
	 	 	19	 
	2.73. Roth
401(k) Catch-Up Contributions
	 	 	20	 
	2.74. Roth
401(k) Catch-Up Contribution Sub-Account
	 	 	20	 
	2.75. Roth 401(k) Contributions
	 	 	20	 
	2.76. Roth 401(k) Contribution Account
	 	 	20	 
	2.77. Roth
401(k) Contribution Sub-Account
	 	 	20	 
	2.78. Roth
401(k) Rollover Contribution Sub-Account
	 	 	20	 






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	 	 	Page	 
	2.79. Salary Reduction Contribution Account
	 	 	20	 
	2.80. Salary Reduction Contributions
	 	 	20	 
	2.81. Trusts Investment Committee
	 	 	21	 
	2.82. United States
	 	 	21	 
	2.83. Valuation Date
	 	 	21	 
	 
	 	 	 	 
	ARTICLE III PARTICIPATION
	 	 	21	 
	 
	 	 	 	 
	3.1. Eligibility
	 	 	21	 
	3.2. Participation in 401(k) Savings
	 	 	22	 
	3.3. Participation in the ESOP
	 	 	24	 
	 
	 	 	 	 
	ARTICLE IV 401(k) SAVINGS CONTRIBUTIONS
	 	 	24	 
	 
	 	 	 	 
	4.1. Salary Reduction Contributions
	 	 	24	 
	4.2. After-Tax Contributions
	 	 	25	 
	4.3. Matching Contributions
	 	 	25	 
	4.4. Additional Company Contributions
	 	 	26	 
	4.5. Contribution Limitations
	 	 	27	 
	4.6. Time of Payment
	 	 	38	 
	4.7. Suspension or Change of Salary Reduction Contributions
and/or of After-Tax Contributions
	 	 	38	 
	4.8. No Salary Reduction or After-Tax Contributions and No
Matching Contributions During Absence From Paid Employment
	 	 	39	 
	4.9. Rollover Contributions
	 	 	39	 
	4.10. Reemployment; Forfeitures
	 	 	40	 
	4.11. Transfer of Employment to Another 401(k) Participating Employer
	 	 	41	 
	4.12. Maximum Annual Additions
	 	 	41	 
	4.13. Catch-Up Contributions
	 	 	45	 
	4.14. Transition Period
	 	 	45	 
	 
	 	 	 	 
	ARTICLE V ESOP CONTRIBUTIONS
	 	 	46	 
	 
	 	 	 	 
	5.1. ESOP Contributions
	 	 	46	 
	5.2. By Employee
	 	 	46	 
	5.3. Separate Records of Participants
	 	 	46	 
	5.4. Allocation of Participation Units
	 	 	47	 
	5.5. Annual Report to Participants
	 	 	47	 
	5.6. List of Participants
	 	 	47	 
	5.7. Limitation on Annual Additions
	 	 	48	 
	 
	 	 	 	 
	ARTICLE VI COMMON STOCK
	 	 	48	 
	 
	 	 	 	 
	6.1. Borrowing to Acquire Common Stock
	 	 	48	 
	6.2. Independent Appraisals
	 	 	49	 






iii









 




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	 	 	Page	 
	6.3. Release of Shares
	 	 	49	 
	6.4. Voting and Tender or Exchange Rights
	 	 	50	 
	6.5. Voting
	 	 	53	 
	6.6. Dividends
	 	 	53	 
	6.7. Restrictions on Certain Transactions Involving Common Stock
	 	 	53	 
	 
	 	 	 	 
	ARTICLE VII ACCOUNTS AND INVESTMENTS
	 	 	54	 
	 
	 	 	 	 
	7.1. Establishment of 401(k) Savings Accounts
	 	 	54	 
	7.2. Investment Funds
	 	 	56	 
	7.3. [RESERVED]
	 	 	56	 
	7.4. Matching Contributions and Optional Employer Contributions
Made in Participation Units
	 	 	57	 
	7.5. ESOP Contributions
	 	 	57	 
	7.6. Transfers and Conversions
	 	 	57	 
	7.7. Participant Investment Instructions
	 	 	57	 
	7.8. Valuation
	 	 	58	 
	7.9. Fund Reports
	 	 	59	 
	 
	 	 	 	 
	ARTICLE VIII VESTING
	 	 	59	 
	 
	 	 	 	 
	8.1. Vesting in the 401(k) Savings Account
	 	 	59	 
	8.2. Vesting in the ESOP Contribution Account and ESOP
Diversification Account
	 	 	64	 
	 
	 	 	 	 
	ARTICLE IX IN-SERVICE WITHDRAWALS
	 	 	65	 
	 
	 	 	 	 
	9.1. Withdrawals from After-Tax and Rollover Contribution Accounts
and Roth 401(k) Rollover Contribution Sub-Account
	 	 	65	 
	9.2. Withdrawals from Salary Reduction Contribution Account and
Roth 401(k) Contribution and Roth 401(k) Catch-Up Contribution Sub-Accounts
	 	 	65	 
	9.3. No Withdrawals from Matching Contribution Account or Optional
Employer Contribution Account
	 	 	65	 
	9.4. Withdrawals from and Diversification of ESOP Contribution
Account
	 	 	65	 
	9.5. Time of Payment of Withdrawals
	 	 	66	 
	9.6. Hardship Withdrawals
	 	 	66	 
	9.7. Plan Loans
	 	 	67	 
	9.8. Certain Withdrawals by AppIntelligence Employees
	 	 	69	 
	9.9. Certain Withdrawals by QPC Employees
	 	 	69	 
	9.10. Certain Withdrawals by DxCG Employees
	 	 	70	 
	9.11. Certain Withdrawals by ISO Strategic Solutions and Intellicorp
Records Employees
	 	 	70	 





iv








 




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Continued



	 	 	 	 	 
	 	 	Page	 
	ARTICLE X TERMINATION OF EMPLOYMENT
	 	 	71	 
	 
	 	 	 	 
	10.1. Termination Date
	 	 	71	 
	 
	 	 	 	 
	ARTICLE XI PAYMENT OF 401(k) SAVINGS PLAN BENEFITS
	 	 	71	 
	 
	 	 	 	 
	11.1. Amount Payable on Termination of Employment
	 	 	71	 
	11.2. Form of Payment of Benefits Upon Termination of Employment
Under Certain Circumstances
	 	 	71	 
	11.3. Form of Payment of Benefits Upon Termination of
Employment By Death
	 	 	74	 
	11.4. Commencement of Benefits
	 	 	75	 
	11.5. Mandatory Distribution of Benefits
	 	 	75	 
	11.6. Availability of Direct Rollovers
	 	 	77	 
	11.7.
Involuntary Cash-Out of Account
	 	 	77	 
	11.8. Automatic Redemption of Company Stock
	 	 	78	 
	11.9. Post-2002 Minimum Distribution Requirements
	 	 	78	 
	 
	 	 	 	 
	ARTICLE XII PAYMENT OF ESOP BENEFITS
	 	 	83	 
	 
	 	 	 	 
	12.1. Distribution in Common Stock
	 	 	83	 
	12.2. Distribution in Cash
	 	 	84	 
	12.3. Notice by Plan Administration Committee
	 	 	84	 
	12.4. Timing of Distribution of Benefits
	 	 	84	 
	12.5. Segregated Accounts
	 	 	85	 
	12.6. Death Benefits; Beneficiary Designation
	 	 	85	 
	12.7. Spousal Consent to Designation of Beneficiary
	 	 	86	 
	12.8. Election of Direct Rollover Distribution
	 	 	86	 
	12.9. Mandatory Distributions
	 	 	86	 
	12.10. Beneficiary Payments
	 	 	86	 
	 
	 	 	 	 
	ARTICLE XIII RIGHT OF FIRST REFUSAL
	 	 	87	 
	 
	 	 	 	 
	ARTICLE XIV PUT OPTION
	 	 	87	 
	 
	 	 	 	 
	14.1. Put Option on Stock
	 	 	87	 
	14.2. ESOP Trustee’s Discretion on Other Stock
	 	 	88	 
	 
	 	 	 	 
	ARTICLE XV ENDORSEMENT OF CERTIFICATES
	 	 	89	 
	 
	 	 	 	 
	ARTICLE XVI NONTERMINABLE RIGHTS
	 	 	89	 
	 
	ARTICLE XVII SPENDTHRIFT CLAUSE
	 	 	89	 





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	 	 	Page	 
	ARTICLE XVIII TRUST FUNDS; FIDUCIARIES; RESPONSIBILITIES;
INDEMNITY
	 	 	90	 
	 
	 	 	 	 
	18.1. Trust Agreements
	 	 	90	 
	18.2. Named Fiduciaries and Committee Responsibilities
	 	 	90	 
	18.3. Fiduciary of Participating Employer
	 	 	92	 
	18.4. Fiduciaries
	 	 	92	 
	18.5. Rights of Fiduciaries
	 	 	93	 
	18.6. Indemnification of Named Fiduciaries and Others
	 	 	93	 
	18.7. Plan Administrator
	 	 	94	 
	 
	 	 	 	 
	ARTICLE XIX ADMINISTRATION OF THE PLAN
	 	 	94	 
	 
	 	 	 	 
	19.1. Designation of Beneficiary
	 	 	94	 
	19.2. Claims Procedure
	 	 	95	 
	19.3. Action by the Committees
	 	 	97	 
	 
	 	 	 	 
	ARTICLE XX AMENDMENT; TERMINATION; MERGER
	 	 	98	 
	 
	 	 	 	 
	20.1. Amendment
	 	 	98	 
	20.2. Termination
	 	 	98	 
	20.3. Merger and Consolidation of Plan; Transfer of Plan Assets
	 	 	99	 
	20.4. Vesting and Distribution on Termination and Partial Termination
	 	 	99	 
	 
	 	 	 	 
	ARTICLE XXI TOP-HEAVY PROVISIONS
	 	 	99	 
	 
	 	 	 	 
	21.1. Top-Heavy Determination
	 	 	99	 
	21.2. Minimum Vesting
	 	 	100	 
	21.3. Minimum Allocations
	 	 	100	 
	21.4. Key Employee
	 	 	102	 
	21.5. Determination of Present Values and Amounts
	 	 	102	 
	21.6. Minimum Benefits
	 	 	102	 
	 
	 	 	 	 
	ARTICLE XXII MISCELLANEOUS
	 	 	103	 
	 
	 	 	 	 
	22.1. Nonguarantee of Employment
	 	 	103	 
	22.2. Right to Trust and Other Assets
	 	 	103	 
	22.3. Nonalienation of Benefits
	 	 	103	 
	22.4. Nonforfeitability of Benefits
	 	 	104	 
	22.5. Mergers and Consolidation
	 	 	104	 
	22.6. Reversion
	 	 	104	 
	22.7. Certain Administrative Expenses
	 	 	104	 
	22.8. Electronic Writings
	 	 	105	 
	22.9. Legal Agent
	 	 	105	 
	22.10. Construction
	 	 	105	 






vi









 




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	 	 	Page	 
	22.11. Compliance With USERRA
	 	 	105	 
	22.12.
Merger of AppIntelligence, Inc. 401(k) Plan
	 	 	105	 
	22.13. Plan Mergers Effective as of January 1, 2006
	 	 	105	 
	 
	 	 	 	 
	SCHEDULE A ESOP PARTICIPATING EMPLOYERS
	 	 	S-1	 
	 
	 	 	 	 
	SCHEDULE B 401(k) PARTICIPATING EMPLOYERS
	 	 	S-2	 
	 
	 	 	 	 
	SCHEDULE C OPTIONAL EMPLOYER CONTRIBUTION PARTICIPATING
EMPLOYERS
	 	 	S-3	 






vii









 




ISO 401(k) SAVINGS AND

EMPLOYEE STOCK OWNERSHIP PLAN



ARTICLE I


INTRODUCTION


          1.1. Introduction. Insurance Services Office, Inc. (“ISO” or the “Company”)
established the ISO Employee Stock Ownership Plan (the “ISO ESOP”) effective as of January 1, 1997.
Effective January 1, 1978, ISO became a participating employer in the Insurance Company — Supported
Organizations Employee Savings Plan (the “Prior 401(k) Plan”). Effective as of January 1, 2002, (a)
the assets and liabilities related to employees of ISO and its Related Companies were transferred
from the Prior 401(k) Plan into the ISO ESOP and (b) the ISO ESOP was amended and restated in its
entirety and renamed as the ISO 401(k) Savings and Employee Stock Ownership Plan (the “Plan”).
Effective as of July 1, 2005, the AppIntelligence, Inc. 401(k) Plan was merged with and into the
401(k) Savings portion of the Plan. Effective as of January 1, 2006, the Quality Planning
Corporation 401-K Profit Sharing Plan, the DxCG, Inc. 401(k) Plan, and the ISO Strategic Solutions,
Inc. 401K Plan (previously known as the Ascendant One, Inc. 401K Plan) were merged with and into
the 401(k) Savings portion of the Plan. Effective as of July 1, 2006, the Plan was amended to
create a Plan Administration Committee and a Trusts Investment Committee to operate and administer
the Plan, and certain fiduciary and administrative duties have been delegated to those Committees
by the Board of Directors of the Company. Effective as of January 1, 2008, the Plan was amended and
restated in its entirety to incorporate the 17 separate amendments that were made to the Plan since
it was last amended and restated. The ESOP shall mean the portion of the Plan held in the ESOP
Trust. The

401(k) Savings Plan is the portion of the Plan held in the 401(k) Savings Trust and, to
the extent provided for in Section 22.13, under the QPC GAC.



          1.2. Purpose. This Plan is intended to provide a cash or deferred
arrangement under Code Sections 401(a) and 401(k) and to provide for employee equity
participation in the Company through the ESOP accounts. Under the Plan, Participants
may direct that a specified percentage of the amount that otherwise would have been paid
to them as Compensation be contributed by the Company to the Plan. The benefits
described in the Plan are provided for the exclusive benefit of the Participants and their
Beneficiaries. Further, contributions to the Plan will be made by the Company and such
contributions made to the trust will be invested primarily in the Common Stock of the
Company and in other investments, where applicable, as directed by the Participants.



          1.3. Plan Governs Distribution of Benefits. The distribution of benefits for
all Participants and Beneficiaries will be governed by the provisions of this Plan. Early




 








 




retirement benefits, retirement-type subsidies, or optional forms of benefit protected under Code
Section 411(d)(6) will not be reduced or eliminated unless such reduction or elimination is
permitted under the Code, Treasury Regulations, authority issued by the Internal Revenue Service or
judicial authority. The principal and income of the 401(k) Savings Trust and the ESOP Trust, and
the assets invested pursuant to the QPC GAC, are intended to be used only for the exclusive benefit
of the Participants and their Beneficiaries. All discretionary acts taken by the Company and the
401(k) Savings Trustee and ESOP Trustee hereunder will be uniform in their nature and application
to all persons similarly situated and no discretionary acts will be taken which will be
discriminatory under the provisions of the Code or ERISA.


ARTICLE II


DEFINITIONS


          Where necessary or appropriate to the meaning thereof, the singular will be deemed to include
the plural, the plural to include the singular, the masculine to include the feminine and neuter,
the feminine to include the masculine and neuter and the neuter to include the masculine and
feminine.


          2.1. Account. The Salary Reduction Contribution Account, After-Tax
Contribution Account, Matching Contribution Account, Roth

401(k) Contribution Account, Optional Employer Contribution Account, ESOP Contribution Account, ESOP
Diversification Account and Rollover Contribution Account maintained on behalf of a
Participant under the Plan, including any accounts maintained under the QPC GAC and
merged into the Plan, as set forth in Section 22.13.


          2.2. Adjustment. For any Valuation Date, the aggregate earnings, realized
or unrealized appreciation, losses, expenses, and realized or unrealized depreciation of
the fund since the immediately preceding Valuation Date. The determination of the
Adjustment will be made by the 401(k) Savings Trustee, The Lincoln National Life
Insurance Company, or the ESOP Trustee, as the case may be, and will be final and
binding.


          2.3. After-Tax Basic Contributions. A Participant’s After-Tax Contributions
which are matched by a Matching Contribution pursuant to the Plan, as applicable.


          2.4. After-Tax Contributions. The aggregate amount of a Participant’s
After-Tax Contributions which may or not be matched by a Matching Contribution
pursuant to the Plan, as applicable.


          2.5. After-Tax Contribution Account. The account maintained for a


2








 




Participant to record the amount of his or her After-Tax Contributions, if any, and
adjustments relating thereto.




          2.6. After-Tax Supplemental Contributions. A Participant’s After-Tax
Contributions which are not matched by a Matching Contribution pursuant to the Plan, as
applicable.




          2.7. AIR 401(k) Plan. The Applied Insurance Research, Inc. 401(k) and
Profit Sharing Plan.




          2.8. Anniversary Date. The last day of a Plan Year.




          2.9. Appraisal. An appraisal of Common Stock made pursuant to
Section 6.2.




          2.10. Authorized Leave of Absence. Any absence authorized by a
Participating Employer under a Participating Employer’s standard personnel practices
provided that the Participant returns to employment at or before the end of the period of
authorized absence.




          2.11. Beneficiary. One or more persons designated by the Participant to
share in the benefits of the Plan after his or her death, pursuant to the Plan.




          2.12. Catch-Up Contributions. Contributions made under the Plan pursuant
to Section 4.13. Catch-Up Contributions are not subject to match by Matching
Contributions.




          2.13. Catch-Up Contribution Sub-Account. The sub-account maintained for a Participant
to record his or her share of Catch-Up Contributions (excluding Roth 401(k) Catch-Up
Contributions) made in accordance with Section 4.13 and any Adjustments related thereto.




          2.14. Code. The Internal Revenue Code of 1986, as amended from time to
time.




          2.15. Common Stock. The voting Class A common stock of ISO, provided
that such security is a “qualifying employer security” as defined in Section 4975(e)(8) of
the Code.




          2.16. Company. Insurance Services Office, Inc. or “ISO”.




          2.17. Compensation. Compensation will mean for purposes of all
contributions and allocations to the Plan:





3











 




     (a) An Employee’s regular base salary or wages and overtime,
including any elective deferral (as defined under Code Section 402(g)) and
any amount contributed or deferred by a Participating Employer on behalf
of the Employee which is excluded from income and described in
Section 415(c)(3)(D) of the Code, but exclusive of any contributions made
by a Participating Employer hereunder or under any other employee
benefit plan by a Participating Employer.




     (b) In addition to other applicable limitations set forth in the
Plan, and notwithstanding any other provision of the Plan to the contrary,
effective for Plan Years beginning after December 31, 2001,
Compensation taken into account under the Plan shall not exceed Two
Hundred Thousand Dollars ($200,000) (or such larger
amount as may be established pursuant to Section 401(a)(17) of the Code for
any calendar year and effective for the first Plan Year which begins with or
within such calendar year) including, but not limited to, contributions
pursuant to a qualified cash or deferred arrangement under a cafeteria plan
meeting the requirements of Section 125 of the Code. For Plan Years beginning
on and after January 1, 2001, Compensation paid or made available during such
Plan Years shall include elective amounts that are not includible in the
gross income of the Employee by reason of Code Section 132(f)(4).



          2.18. Direct Rollover. A payment by the Plan to an Eligible Retirement
Plan specified by a Distributee.




          2.19. Disability. For purposes of the 401(k) Savings portion of the Plan,
“Disability” shall mean a physical or mental condition which, based on medical reports
and other evidence satisfactory to the 401(k) Savings Trustee, prevents the Employee
from performing the normal duties of his or her regular occupation, provided he or she is
not engaged in any other occupation or employment for wage or profit. Notwithstanding
the foregoing, for purposes of determining whether an Employee is vested under Section
8.1 in any matching contributions that were made on behalf of that Employee and
transferred from the AppIntelligence, Inc. 401(k) Plan to this Plan, “Disability” shall
mean the Employee becoming eligible for disability benefits under the Social Security
Act. Notwithstanding the foregoing, for purposes of determining an Employee’s
entitlement under Article X to a distribution of any account balances that were held under
the Quality Planning Corporation 401-K Profit Sharing Plan as of the close of business on
December 31, 2005 (plus any earnings thereon), “Disability” shall mean a medically
determinable physical or mental impairment that may be expected to result in death or to
last for a continuous period of not less than twelve (12) months, and that renders the
individual incapable of performing the individual’s duties. Notwithstanding the
foregoing, for purposes of determining an Employee’s entitlement under Article X to a





4









 




distribution of any account balances that were transferred from the DxCG, Inc. 401(k) Plan to this
Plan on behalf of that Employee (plus any earnings thereon), “Disability” shall mean (i) the
Employee’s satisfaction of the requirements for the receipt of benefits under the long-term
disability plan of Urix, Inc. (formerly known as DxCG, Inc.), if any, (ii) the Employee’s
satisfaction of the requirements for the receipt of Social Security disability benefits, or (iii)
the Employee being determined to be disabled by a physician approved by the Plan Administration
Committee or the 401(k) Savings Trustee. Notwithstanding the foregoing, for purposes of determining
an Employee’s entitlement under Article X to a distribution of any account balances that were
transferred from the ISO Strategic Solutions, Inc. 401K Plan (previously known as the Ascendant
One, Inc. 401K Plan) to this Plan on behalf of that Employee (plus any earnings thereon),
“Disability” shall mean the Employee becoming eligible for the receipt of benefits under a
long-term disability benefit plan, if any, sponsored by his or her employer.


          2.20. Disability Retirement. For purposes of the ESOP portion of the Plan, “Disability
Retirement” means the Participant is retired from the employ of the Company or a Related Company at
any age because of disability (physical or mental), as determined by a qualified physician selected
by the Plan Administration Committee. For purposes of the ESOP portion of the Plan, disability
shall mean a Participant will be considered to be disabled for purposes of the Plan if on account
of a physical or mental impairment that substantially limits one or more major life activities of
the Participant he or she is unable to perform, with or without reasonable accommodation, the
essential functions of the job position assigned to him or her by the Company or a Related Company.


          2.21. Discretionary Profit-Sharing Contribution. The discretionary profit-sharing
contribution, if any, made by the Company to Participants’ Matching Contribution Accounts in
accordance with Section 4.4(a).


          2.22. Distributee. An Employee or former Employee or an Employee’s or
former Employee’s former or surviving spouse who is the alternate payee under a
Qualified Domestic Relations Order.



          2.23. Effective Date. The ISO ESOP was established effective as of
January 1, 1997. ISO became a participating employer in the Prior 401(k) Plan effective
as of January 1, 1978. The assets and liabilities attributable to employees of ISO and any
Related Companies under the Prior 401(k) Plan were transferred to the 2002 Plan
effective as of January 1, 2002. Effective as of January 1, 2002, and again as of
January 1, 2008, the Plan was amended and restated in its entirety.


          2.24. Eligible Employee. An Employee who is eligible to participate in the
Plan in accordance with Article III of the Plan. Notwithstanding the foregoing, the term


5








 




“Eligible Employee” as used in this Plan will not include any individual who works or who was hired
to work or who was advised that he or she works:


     (a) as an independent contractor or employee of an
independent contractor;


     (b) as a temporary employee;


     (c) through a temporary placement agency, job placement
agency or other third party; or



     (d) as part of an employee leasing arrangement between the
Company and any third party.


          For the purposes of this Plan, the exclusions described above will remain in effect even if a
court or administrative agency determines that such individual is a common law employee and not an
independent contractor. Such individual will not be retroactively permitted to participate in the
Plan.



          Notwithstanding the foregoing, an Eligible Employee shall only include an Employee whose base
of employment is located within the United States or Puerto Rico. Notwithstanding any other
provision of this Plan to the contrary, an Eligible Employee whose base of employment is located
within Puerto Rico will not be eligible to make Salary Reduction Contributions, or Rollover
Contributions that include pre-tax amounts, to the Plan, but will be eligible to make After-Tax
Contributions, and Rollover Contributions containing only after-tax amounts, and to have other
contributions made on his or her behalf, to the Plan, subject to and in accordance with Plan terms.



          2.25. Eligible Retirement Plan. An Eligible Retirement Plan will mean:




     (a) an individual retirement account described in Section 408(a) of the Code;



     (b) an individual retirement annuity described in
Section 408(b) of the Code;



     (c) for Plan Years beginning after December 31, 2001, an
annuity contract described in Section 403(a) of the Code;



     (d) for Plan Years beginning after December 31, 2001, an
eligible plan described in Section 457(b) of the Code which is maintained
by a state, political subdivision of a state or any agency or instrumentality
of a state or political subdivision of a state; or


6








 




     (e) a qualified plan (which is a defined contribution plan)
described in Section 401(a) of the Code;

which agrees to accept an individual’s Eligible Rollover Distributions and which, for Plan Years
beginning after December 31, 2001, agrees to separately account for amounts transferred into such
plan from the Plan. For Plan Years beginning after December 31, 2001, the definition of Eligible
Retirement Plan will apply in the case of a distribution to a surviving spouse or to a spouse or
former spouse who is the alternate payee under a qualified domestic relations order, as defined in
Section 414(p) of the Code to all types of Eligible Retirement Plans described in (a)-(e) above.
With respect to that portion of the distribution from the Plan which is not includible in gross
income, such portion of the distribution may be transferred only to an Eligible Retirement Plan
under subsection (a), (b) or (e) above that agrees to separately account for amounts so
transferred, including separate accounting for the portion of such distribution which is
includible in gross income and the portion of such distribution which is not so includible.



          2.26. Eligible Rollover Distribution. A distribution of all or any portion of the
balance to the credit of a Distributee, not including: (a) any distribution that is one of a series
of substantially equal periodic payments made, not less frequently than annually, for the life (or
life expectancy) of the Distributee or the joint lives (or joint life expectancies) of the
Distributee and the Distributee’s designated beneficiary, or for a specified period of ten years or
more; (b) any distribution to the extent required under Section 401(a)(9) of the Code; (c) any
hardship distribution described in Section 401(k)(2)(B)(i)(iv) of the Code; and (d) any other
distribution(s) that is reasonably expected to total less than $200 during a year. For purposes of
clause (d), the $200 minimum will apply separately to any amounts held in a Participant’s Roth
401(k) Contribution Account.



          Effective for Plan Years beginning after December 31, 2001, a portion of a distribution under
the Plan will not fail to be an Eligible Rollover Distribution because the portion consists of
after-tax employee contributions that are not included in gross income. However, such portion may
be transferred only to an individual retirement account or annuity described in Section 408(a) or
(b) of the Code or to a qualified defined contribution plan described in Section 401(a) or 403(a)
of the Code that agrees to separately account for amounts so transferred, including separately
accounting for the portion of such distribution that is includible in gross income and the portion
of such distribution that is not so includible. In addition, in accordance with Treasury
regulations issued under Section 401(k) of the Code, any amounts in a Participant’s Roth 401(k)
Contribution Account may be directly rolled over only to a “designated Roth account” under an
applicable retirement plan described in Section 402A(e)(1) of the Code or to a Roth IRA described
in Section 408A of the Code, and only to the extent that the rollover is permitted under the rules
of Section 402(c) of the Code.



7








 





          2.27. Employee. Any person employed by the Company or a Related
Company and any Leased Employee, except for (a) persons covered by a collective
bargaining agreement between the Company or a Related Company and an employee
organization and retirement benefits were the subject of good faith bargaining between
such parties and (b) persons who are non-resident aliens and who receive no earned
income from sources within the United States or Puerto Rico.




          2.28. ERISA. The Employee Retirement Income Security Act of 1974, as
amended from time to time.




          2.29. ESOP. An employee stock ownership plan that meets the
requirements of Code Section 4975(e)(7) and Treasury Regulation 54.4975-11.




          2.30. ESOP Contribution. The amount contributed by an ESOP
Participating Employer to a Participant’s ESOP Contribution Account pursuant to
Article V of the Plan.




          2.31. ESOP Contribution Account. The portion of a Participant’s Account
attributable to ESOP Contributions and the total of the Adjustments which have been
credited to or deducted from a Participant’s Account with respect to such ESOP
Contributions.




          2.32.  ESOP Diversification Account. The portion of a Participant’s
Account attributable to ESOP Contributions diversified pursuant to Sections 7.5 and 9.4,
and the total of the Adjustments which have been credited to or deducted from a
Participant’s Account with respect to such diversified amounts.




          2.33. ESOP Participating Employer. ISO and any Related Company listed
on Schedule A hereto that, with the approval of the Board of Directors of the Company,
participates in the ESOP portion of the Plan.




          2.34. ESOP Trust. The trust established under the Plan which will hold the assets of
ESOP Contribution Accounts and Matching Contribution Stock Sub-Accounts.




          2.35. ESOP Trust Agreement. The trust agreement between the Company
and the ESOP Trustee which governs the ESOP Trust.




          2.36.
ESOP Trustee. The Trustee or Trustees appointed from time to time
by the Board of Directors of the Company to accept contributions, administer the assets
of the Trust, and otherwise to act in accordance with this Plan.




          2.37.
ESOP Trust Fund. One or more trust funds established pursuant to the
Plan and Trust Agreement in order to carry out the provisions of this Plan, and into which




8









 




contributions are to be made by Participants and the Participating Employers and from which
amounts are to be paid in accordance with the provisions of the Plan and ESOP trust agreement.




          2.38. ESOP Year of Vesting Service. A Plan Year during which a Participant has
completed not less than 1,000 Hours of Service. An individual who ceases to be an Employee, but who
remains in the employment of the Company or a Related Company, will continue to be credited with
ESOP Years of Vesting Service under this Plan, so long as he or she remains in the employment of
the Company or a Related Company. An individual who was in the employment of the Company or a
Related Company before he or she became an Employee for purposes of this Plan will receive credit
for ESOP Years of Vesting Service, as though he or she had been an Employee during such prior
period of employment with the Company. Notwithstanding the foregoing, each Employee of Applied
Insurance Research, Inc. on May 14, 2002, AppIntelligence, Inc. on January 17, 2005, and Sysdome,
Inc. on April 1, 2005 shall commence receiving credit for purposes of determining ESOP Years of
Vesting Service on the date such Employee first becomes eligible to participate in the ESOP portion
of the Plan. Notwithstanding the foregoing, each Employee of ISO Strategic Solutions, Inc.,
Intellicorp Records, Inc., DxCG, Inc. (now known as Urix, Inc.), and Quality Planning Corporation
on January 1, 2005 shall commence receiving credit for purposes of determining ESOP Years of
Vesting Service in accordance with the terms of this Plan, but no earlier than (a) February 21,
2003 for Employees of ISO Strategic Solutions, Inc., (b) November 26, 2002 for Employees of
Intellicorp Records, Inc., (c) May 10, 2004 for Employees of DxCG, Inc. (now known as Urix, Inc.),
and (d) January 23, 2004 for Employees of Quality Planning Corporation. Notwithstanding the
foregoing, each Employee of National Equipment Register, Inc. on January 1, 2007 shall commence
receiving credit for purposes of determining ESOP Years of Vesting Service in accordance with the
terms of this Plan, but no earlier than February 9, 2001.




          Since ESOP Years of Vesting Service are based upon Plan Years, there are no ESOP Years of
Vesting Service for any period prior to the date the ISO ESOP was established.




          2.39. Forfeiture. That portion of a Participant’s Account that is not vested, and
occurs on the earlier of:





     (a) the distribution of the entire vested portion of a terminated
Participant’s Account; or




     (b) the last day of the Plan Year in which the Participant incurs
five (5) consecutive One-Year Breaks in Service.



9









 




Further, for purposes of paragraph (a) above, in the case of a terminated Participant whose vested
benefit is zero, such terminated Participant will be deemed to have received a distribution of his
or her vested benefit upon his or her termination of employment. Restoration of such amounts will
occur pursuant to Sections 8.2(b) and (c). In addition, the term “Forfeiture” will also include
amounts deemed to be Forfeitures pursuant to any other provision of this Plan.




          2.40. 401(k) Participating Employer. ISO and any Related Company listed
on Schedule B hereto that, with the approval of the Board of Directors of the Company,
participates in the portion of the Plan providing for Salary Reduction Contributions,
Catch-Up Contributions, After-Tax Contributions, Matching Contributions, Qualified
Non-Elective Contributions, Qualified Matching Contributions, Discretionary Profit-
Sharing Contributions, ESOP Diversification Contributions and Rollover Contributions.
Notwithstanding the foregoing, Sysdome, Inc. (now known as Interthinx, Inc.),
AppIntelligence, Inc. (now known as Interthinx, Inc.), ISO Strategic Solutions, Inc., and
National Equipment Register, Inc. shall not participate in the portions of the Plan
providing for Matching Contributions and Discretionary Profit Sharing Contributions,
and no such contributions will be made on behalf of employees of such companies.
Further, Intellicorp Records, Inc. shall not participate in the portion of the Plan providing
for Discretionary Profit Sharing Contributions, and no such contributions will be made on
behalf of employees of such company.




          2.41. 401(k) Savings Trust. The trust established under the 401(k) Savings
Plan that will hold the assets of Salary Reduction Contribution Accounts, After-Tax
Contribution Accounts, Matching Contribution Accounts (other than the Matching
Contribution Stock Sub-Accounts), Roth 401(k) Contribution Accounts, Optional
Employer Contribution Accounts (other than the Optional Employer Contribution Stock
Sub-Accounts), ESOP Diversification Accounts, and Rollover Accounts; provided that
certain assets of the 401(k) Savings Plan, as set forth in Section 22.13, will not be held by
the 401(k) Savings Trust, but will instead be invested pursuant to the QPC GAC.




          2.42. 401(k) Savings Trust Agreement. The trust agreement related to the
401(k) Savings portion of the Plan in existence as of July 1, 2006, and/or, thereafter, any
trust agreement between the Trusts Investment Committee and the 401(k) Savings
Trustee which governs the

401(k) Savings Trust, provided that the Company may enter
into such trust agreement with the 401(k) Savings Trustee upon the recommendation of
the Trusts Investment Committee.




          2.43. 401(k) Savings Trustee. The trustee or trustees appointed from time to
time by the Trusts Investment Committee to accept contributions, administer the assets of
the 401(k) Savings Trust, and otherwise to act in accordance with this Plan.




10









 




          2.44. 401(k) Savings Trust Fund. One or more trust funds established
pursuant to the Plan and 401(k) Savings trust agreement in order to carry out the
provisions of this Plan, and into which contributions are to be made by Participants and
the Participating Employers and from which amounts are to be paid in accordance with
the provisions of the Plan and 401(k) Savings trust agreement.




          2.45. 401(k) Year of Vesting Service. A 401(k) Year of Vesting Service
shall be computed as follows:




               (a) In the case of an individual who is an Employee of a 401(k)
Participating Employee on January 1, 2002 and who was a participant in the Prior 401(k)
Plan on December 31, 2001, such Employee shall be credited with:




          (1) full years of 401(k) Years of Vesting Service
determined in accordance with the service crediting and break-in-
service provisions of the Prior 401(k) Plan as of December 31, 2001;




          (2) 401(k) Years of Vesting Service for the transition
period calculated in accordance with Department of Labor
Regulation Section 2530.200b-9(f)(1)(ii)(A) whereby each
Employee will be credited with 45 Hours of Service for each week
in which such Employee worked at least one (1) Hour of Service for
the Company or a Related Employer; and




          (3) one (1) 401(k) Year of Vesting Service for each
Plan Year during which the Employee is a Participant in the Plan
and has completed not less than 1,000 Hours of Service for each
Plan Year after December 31, 2001, provided that this subsection (3)
shall not be deemed to duplicate any 401(k) Years of Vesting
Service beyond what is required pursuant to Department of Labor
Regulation Section 2530.200b-9(f)(1)(ii)(A).



               (b) In the case of an individual who first becomes an Employee of a
401(k) Participating Employer on or after January 1, 2002, such Employee shall be
credited with one (1) 401(k) Year of Vesting Service for each Plan Year during which the
Employee has completed not less than 1,000 Hours of Service for each Plan Year. An
individual who ceases to be an Employee, but who remains in the employment of the
Company or a Related Company, will continue to be credited with 401(k) Years of
Vesting Service under this Plan so long as he or she remains in the employment of the
Company or a Related Company. An individual who was in the employment of the
Company or a Related Company before he or she became an Employee for purposes of




11









 




this Plan will receive credit for 401(k) Years of Vesting Service as though he or she had been an
Employee during such prior period of employment with the Company.




               (c) An individual who ceases to be an Employee, but who remains in
the employment of the Company, will continue to be credited with 401(k) Years of
Vesting Service under this Plan so long as he or she remains in the employment of the
Company or a Related Company. An individual who was in the employment of the
Company or a Related Company before he or she became an Employee for purposes of
this Plan will receive credit for 401(k) Years of Vesting Service as though he or she had
been an Employee during such prior period of employment with the Company.



               (d) Notwithstanding the foregoing, each Employee of Applied
Insurance Research, Inc. who was employed by Applied Insurance Research, Inc. on
May 14, 2002 shall also receive credit for purposes of determining 401(k) Years of
Vesting Service in the Plan for his or her past service with Applied Insurance Research,
Inc., as reflected in the records of Applied Insurance Research, Inc.; provided, however,
that this subsection (d) shall not be deemed to duplicate any 401(k) Years of Vesting
Service beyond which is required pursuant to Department of Labor Regulation Section
2530.200b-9.



               (e) Notwithstanding the foregoing, each Employee of AppIntelligence,
Inc. (now known as Interthinx, Inc.) who was employed by AppIntelligence, Inc. on
July 1, 2005 shall be credited with:




          (1) a number of 401(k) Years of Vesting Service equal
to the number of one-year periods of service credited to the
Employee under the AppIntelligence, Inc. 401(k) Plan as of July 1,
2005;




          (2) fractional years of 401(k) Years of Vesting Service
for the transition period calculated in accordance with Treasury
Department Regulation § 1.410(a)-7(f)(1)(ii)(B), whereby the
Employee will be credited with forty-five (45) Hours of Service for
each week in which such Employee worked at least one (1) Hour of
Service for AppIntelligence, Inc. (now known as Interthinx, Inc.);




          (3) any 401(k) Years of Vesting Service required to be
credited to the Employee in accordance with Department of Labor
Regulation § 2530.203-2(c); and




          (4) one (1) 401(k) Year of Vesting Service for each
Plan Year during which the Employee is a Participant in the Plan



12









 




and has completed not less than 1,000 Hours of Service for each Plan Year
after July 1, 2005, provided that this subsection (4) shall not be deemed
to duplicate any 401(k) Years of Vesting Service beyond what is required
pursuant to Treasury Department Regulation § 1.410(a)-7(f)(1)(ii) and
Department of Labor Regulation § 2530.203-2(c).


          In no event will any Employee of AppIntelligence, Inc. on July 1, 2005 receive fewer 401(k)
Years of Vesting Service by virtue of the change in the computation period from employment
anniversary dates to Plan Years or from the elapsed time method to the Hours of Service method than
the Employee would have received in the absence of those changes.



               (f) Notwithstanding the foregoing, each Employee of Qualified
Planning Corporation who was employed by Qualified Planning Corporation on January
1, 2006 shall also receive credit for purposes of determining 401(k) Years of Vesting
Service in the Plan for his or her past service with Qualified Planning Corporation, as
reflected in the records of Qualified Planning Corporation; provided, however, that
this
subsection (f) shall not be deemed to duplicate any 401(k) Years of Vesting Service
beyond which is required pursuant to regulations issued by the Treasury Department and
the Department of Labor.


               (g) Notwithstanding the foregoing, each Employee of DxCG, Inc.
(now known as Urix, Inc.) who was employed by DxCG, Inc. on January 1, 2006 shall be
credited with:



          (1) a number of 401(k) Years of Vesting Service equal
to the number of one-year periods of service credited to the
Employee under the DxCG, Inc. 401(k) Plan as of January 1, 2006;



          (2) fractional years of 401(k) Years of Vesting Service
for the transition period calculated in accordance with Treasury
Department Regulation § 1.410(a)-7(f)(1)(ii)(B), whereby the Employee will be credited with forty-five (45)
Hours of Service for each week in which such Employee worked at least
one (1) Hour of Service for DxCG, Inc. (now known as Urix, Inc.);



          (3) any 401(k) Years of Vesting Service required to be
credited to the Employee in accordance with Department of Labor
Regulation § 2530.203-2(c); and


13








 




          (4) one (1) 401(k) Year of Vesting Service for each Plan Year
during which the Employee is a Participant in the Plan and has completed
not less than 1,000 Hours of Service for the 2006 Plan Year and for each
Plan Year thereafter, provided that this subsection (4) shall not be deemed
to duplicate any 401(k) Years of Vesting Service beyond what is required
pursuant to Treasury Department Regulation § 1.410(a)-7(f)(1)(ii) and
Department of Labor Regulation § 2530.203-2(c).


          In no event will any Employee of DxCG, Inc. on January 1, 2006 receive fewer 401(k) Years of
Vesting Service by virtue of the change in the computation period from employment anniversary dates
to Plan Years or from the elapsed time method to the Hours of Service method than the Employee
would have received in the absence of those changes.




               (h) Notwithstanding the foregoing, each Employee of National Equipment Register, Inc. who
was employed by National Equipment Register, Inc. on February 28, 2006 shall also receive credit
for purposes of determining 401(k) Years of Vesting Service in the Plan for his or her past
service with National Equipment Register, Inc. during the time period beginning on and after
February 9, 2001, as reflected in the records of National Equipment Register, Inc.; provided, however, that this subsection (h) shall not be interpreted to credit any such Employee with
fewer 401(k) Years of Vesting Service than is required pursuant to regulations issued by the
Treasury Department and the Department of Labor.



               (i) Notwithstanding the foregoing, each Employee of ISO Insurance Solutions, Inc. (now
known as Xactware Solutions, Inc.) (1) who was previously employed by Xactware, Incorporated, and
(2) who became employed by ISO Insurance Solutions, Inc. (now known as Xactware Solutions, Inc.)
promptly following his termination of employment with Xactware, Incorporated, shall also receive
credit for purposes of determining 401(k) Years of Vesting Service in the Plan for his past service
with Xactware, Incorporated, as reflected in the records of Xactware, Incorporated; provided,
however, that this subsection (i) shall not be interpreted to credit any such Employee with fewer
401(k) Years of Vesting Service than is required pursuant to regulations issued by the Treasury
Department and the Department of Labor.



          2.46. Highly Compensated Employee. Any Employee who:





        (a) was a five (5%) percent owner at any time during the Plan Year or
the immediately preceding Plan Year; or



14









 




          (b) for the immediately preceding Plan Year had Compensation from
the Company in excess of $80,000 (or such other amount as is then in effect
under Section 414(q) of the Code).

A highly compensated former employee is based on the rules applicable to determining Highly
Compensated Employee status as in effect for that determination year, in accordance with Section
1.414(q)-IT A-4 of the Temporary Income Tax Regulations and
Notice 97-45.



          2.47. Hour of Service. Each hour for which an Employee is directly or indirectly paid,
or entitled to payment, by the Company or a Related Company for the performance of duties (such
hours to be credited for the computation period in which the duties were performed), each hour for
which back pay, irrespective of mitigation of damages, has been either awarded or agreed to by the
Company or a Related Company (such hours to be credited for the computation period to which the
award or agreement pertains), and each hour for which an Employee is directly or indirectly paid,
or entitled to payment, by the Company or a Related Company for reasons (such as vacation, sickness, disability, holidays, paid layoff and similar paid periods of nonworking time) other than
the performance of duties (such hours to be credited for the computation period in which such
period of nonworking time first occurs). No more than 501 Hours of Service will be credited to an
Employee on account of any single continuous period during which the Employee performs no duties.
In addition to the foregoing, the rules set forth at Section 2530.200b-2(b) and 2(c) of the
Department of Labor Regulations will apply in determining Hours of Service and are incorporated
herein.



          In the case of an Employee whose compensation is not determined on the basis of certain
amounts for each hour worked, such Employee’s Hours of Service need not be determined from
employment records, and such Employee may, in accordance with uniform and non-discriminatory rules
adopted by the Company, be credited with forty-five (45) Hours of Service for each week in which
he would be credited with any Hours of Service under the provisions of the preceding paragraph.



          2.48. Investment Fund or Funds. Any investment vehicle designated by the
Trusts Investment Committee for investment of funds from Participant’s Accounts
pursuant to the terms of the Plan and the 401(k) Savings Trust Agreement or the ESOP
Trust Agreement, as the case may be.



          2.49. Leased Employee. Any person who is not an employee of the
Company or a Related Company and who provides services to the Company or a Related
Company if (a) such services are provided pursuant to an agreement between the
Company or a Related Company and any other person; (b) such person has performed
such services on a substantially full-time basis for the Company or a Related Company



15








 




for a period of at least one (1) year and (c) such services are performed under the primary
direction or control of the Company or a Related Company, as set forth in Section 414(n) of the
Code; provided, however, a Leased Employee will not be considered an Employee of the
Company if: (A) such Leased Employee is covered by a money purchase pension plan providing: (1) a
nonintegrated employer contribution rate of at least 10 percent (10%) of compensation, as defined
in Section 415(c)(3) of the Code, but including amounts contributed pursuant to a salary
reduction agreement which are excludable from the Leased Employee’s gross income under Section
125, Section 402(e)(3), Section 402(h)(I)(B) or Section 403(b) of the Code; (2) immediate
participation; and (3) full and immediate vesting; and (B) Leased Employees do not constitute
more than twenty percent (20%) of the Company’s Non-Highly Compensated Employee work force.


          2.50. Matching Contribution. The 401(k) Participating Employer’s
contribution, pursuant to Section 4.1 of the Plan, equal to the Participant’s Salary
Reduction Contributions, up to 75% of six percent (6%) of the Participant’s
Compensation, and if the Participant’s Salary Reduction Contribution is less than six
percent (6%) of the Participant’s Compensation, then of the percentage of the Participant’s
After-Tax Contributions, specified pursuant to Section 4.2 of the Plan, which, when
combined with the Salary Reduction Contributions, does not exceed 75% of six percent
(6%) of the Participant’s Compensation. Sysdome, Inc. (now known as Interthinx, Inc.),
AppIntelligence, Inc. (now known as Interthinx, Inc.), ISO Strategic Solutions, Inc., and
National Equipment Register, Inc. do not make Matching Contributions, and no such
contributions will be made on behalf of employees of such companies. Employees of
Intellicorp Records, Inc. are eligible for Matching Contributions in accordance with the
terms of the Plan beginning October 1, 2007.



          2.51. Matching Contribution Account. The Account maintained for a Participant to record his or her share of the Matching
Contributions of any 401(k)
Participating Employer and Adjustments relating thereto.


          2.52. Matching Contribution Stock Sub-Account. The sub-account
maintained for his or her share of the Matching Contributions of any 401(k) Participating
Employer made in Participation Units in accordance with Section 4.3(b) and any
Adjustments related thereto.



          2.53. Non-Elective Contribution. A 401(k) Participating Employer’s
contributions to the Plan excluding, however, contributions made pursuant to the
Participant’s deferral election provided for in Section 4.1 and any qualified non-elective
contribution used in the “actual deferral percentage” test.



          2.54. Non-Highly Compensated Employee. Any Employee who does not
meet the definition of Highly Compensated Employee.



16








 




          2.55. Normal Retirement Age. For purposes of the 401(k) Savings portion
of the Plan, age 62. For purposes of the ESOP portion of the Plan, age 62.
Notwithstanding the foregoing, the Board of Directors of the Company may set such
other Normal Retirement Age in its discretion.


          2.56. One-Year Break in Service. A period of 12 consecutive months
during which an Employee does not complete more than 500 Hours of Service with the
Company or a Related Company. For purposes of determining vesting and benefit
accrual under the Plan, such 12-month period will be calculated based on the Plan Year.
Solely for the purpose of determining whether a Participant has incurred a One-Year
Break in Service, Hours of Service will be recognized for “authorized leaves of absence”
and “maternity and paternity leaves of absence.” 401(k) Years of Vesting Service, ESOP
Years of Vesting Service and One-Year Breaks in Service will be measured on the same
computation period.


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


          A “maternity or paternity leave of absence” means, for Plan Years beginning after December
31, 1994, an absence from work for any period by reason of the Employee’s pregnancy, birth of the
Employee’s child, placement of a child with the Employee in connection with the adoption of such
child, or any absence for the purposes of caring for such child immediately following such birth
or placement. For this purpose, “Hours of Service” will be credited for the computation period in
which the absence from work begins, only if credit therefore is necessary to prevent the Employee
from incurring a One-Year Break in Service, or, in any other case, in the immediately following
computation period. The Hours of Service credited for a “maternity or paternity leave of absence,”
will be those which would normally have been credited for such absence, or, in any case in which
the Plan Administration Committee is unable to determine such hours normally credited, eight (8)
Hours of Service per day. The total Hours of Service required to be credited for a “maternity or
paternity leave of absence” will not exceed 501.



          2.57. Optional Employer Contribution. The discretionary contribution, if
any, made by an Optional Employer Contribution Participating Employer to Participants’
Optional Employer Contribution Accounts in accordance with Section 4.4(b).



          2.58. Optional Employer Contribution Account. The account maintained
for a Participant to record his or her share of any Optional Employer Contributions of an
Optional Employer Contribution Participating Employer and any Adjustments relating
thereto.



17








 




          2.59. Optional Employer Contribution Participating Employer. ISO and any
Related Company listed on Schedule C hereto that, with the approval of the Board of
Directors of the Company, participates in the Optional Employer Contribution portion of
the Plan.




          2.60. Optional Employer Contribution Stock Sub-Account. The sub-account maintained for a Participant’s share of
Optional Employer Contributions made in
Participation Units in accordance with Section 4.4(b) and any Adjustments related
thereto.




          2.61. Participant. Any individual who is eligible to participate in the Plan as
provided in Article III of the Plan and whose participation in the Plan has not terminated.




          2.62. Participating Employer. A 401(k) Participating Employer, an
Optional Employer Contribution Participating Employer and/or an ESOP Participating
Employer.




          2.63. Plan. The ISO 401(k) Savings and Employee Stock Ownership Plan
set forth herein, as amended and restated, and all subsequent amendments hereto.




          2.64. Plan Administration Committee. The committee of individuals
selected from time to time by the Board of Directors of the Company, to serve at its
pleasure, specifically to administer the Plan. The Board of Directors of the Company
shall retain the right to add, remove, or replace any member of the Plan Administration
Committee at any time. No person will be ineligible to be a member of the Plan
Administration Committee because he is, was, or may become a Participant in the Plan.




          2.65. Plan Year. January 1 through December 31.




          2.66. QPC GAC. The Group Annuity Contract between The Lincoln
National Life Insurance Company and the Quality Planning Corporation 401-K Profit
Sharing Plan.




          2.67. Qualified Domestic Relations Order. A Domestic Relations Order
which creates or recognizes the existence of an alternate payee’s right to, or assigns to an
alternate payee the right to, receive all or a portion of the benefits of the Participant
under
this Plan, and which order clearly specifies:





     (a) the name and the last known mailing address of the
Participant and each alternate payee covered thereunder;




     (b) the amount or the percentage of the Participant’s benefit to
be paid to each such alternate payee;



18









 




     (c) the number of payments to which it applies, or the time
period to which it applies; and


     (d) that it applies to this Plan.


          2.68. Qualified Matching Contribution. Contributions which are made by a
401(k) Participating Employer pursuant to Section 4.5(d). Such contributions shall be
subject to the nonforfeitability requirements of Section 401(k) when made and shall be
subject to the same distribution limitations as apply to Salary Reduction Contributions
under the Plan. Such contributions may be treated as Salary Reduction Contributions for
purposes of the actual deferral percentage test only if the conditions described in Section 1.401(k)-2(a)(6) of the Treasury Regulations are satisfied. Any Qualified Matching
Contributions will be credited to the respective Participants’ Salary Reduction
Contribution Accounts.




          2.69. Qualified Non-Elective Contributions. Contributions which are made
by a 401(k) Participating Employer pursuant to Section 4.5(d). Such contributions shall
be subject to the nonforfeitability requirements of Section 401(k) of the Code when made
and shall be subject to the same distribution limitations as apply to Salary Reduction
Contributions under the Plan. Further, no Qualified Non-Elective Contributions will be
permitted for any year that the Plan used the prior year testing method for purposes of
Section 4.5(a)(1). Such contributions may be treated as Salary Deferral Contributions for
purposes of the actual deferral percentage test only if the conditions described in Section
1.401(k)-2(a)(6) of the Treasury Regulations are satisfied. Any Qualified Non-Elective
Contributions will be credited to the respective Participants’ Salary Reduction Contribution
Accounts.




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




          2.71. Rollover Contribution Account. The account maintained for a
Participant to record his or her share of Rollover Contributions made under the Plan
(excluding Rollover Contributions that are required to be maintained in a separate
designated Roth account pursuant to Treasury regulations issued under Section 401(k) of
the Code) and Adjustments relating thereto.




          2.72. Rollover Contributions. Contributions rolled over to this Plan




19









 




pursuant to Section 4.9.




          2.73. Roth 401(k) Catch-Up Contributions. Catch-Up Contributions that are
also Roth 401(k) Contributions.




          2.74. Roth 401(k) Catch-Up Contribution Sub-Account. The sub-account
maintained for a Participant to record his or her share of Roth 401(k) Catch-Up
Contributions made under the Plan and any Adjustments relating thereto.




          2.75. Roth 401(k) Contributions. Salary Reduction Contributions that a
Participant has designated to be “designated Roth contributions” as defined pursuant to
Treasury regulations issued under Section 401(k) of the Code.




          2.76.  Roth 401(k) Contribution Account. The account maintained for a
Participant that is comprised of the following sub-accounts: (a) a Roth 401(k)
Contribution Sub-Account; (b) a Roth 401(k) Catch-Up Contribution Sub-Account; and
(c) a Roth 401(k) Rollover Contribution Sub-Account. Amounts held in a Participant’s
Roth 401(k) Contribution Account are to be accounted for separately in accordance with
Treasury regulations issued under Section 401(k) of the Code. Amounts held in a Participant’s Roth 401(k) Contribution Account may not be re-classified as pre-tax
contributions (and vice versa).




          2.77. Roth 401(k) Contribution Sub-Account. The sub-account maintained
for a Participant to record his or her share of Roth 401(k) Contributions made under the
Plan and any Adjustments relating thereto.




          2.78. Roth 401(k) Rollover Contribution Sub-Account. The sub-account
maintained for a Participant to record his or her share of Rollover Contributions that are
required to be maintained in a separate designated Roth account pursuant to Treasury
regulations issued under Section 401(k) of the Code.




          2.79. Salary Reduction Contribution Account. The account maintained for a
Participant to record the Salary Reduction Contributions made by him or her under the
Plan (excluding Roth 401(k) Contributions) and Adjustments relating thereto. This
account will also include any Qualified Non-Elective Contributions and Qualified
Matching Contributions, as applicable, that are made at the discretion of a 401(k)
Participating Employer. For purposes hereof, Basic Salary Reduction Contributions will
mean a Participant’s Salary Reduction Contributions that are matched by a Matching
Contribution pursuant to Section 4.3. A Participant’s Salary Reduction Contribution
Account will also include a Catch-Up Contribution Sub-Account.




          2.80. Salary Reduction Contributions. Any 401(k) Participating Employer




20









 




contribution made to the Plan at the election of the Participant in lieu of cash compensation, and
will include contributions made pursuant to a salary reduction agreement or other deferral
mechanism. Salary Reduction Contributions are intended to qualify under Section 401(k) of the
Code. Salary Reduction Contributions will not include any deferrals properly distributed as excess
deferrals. Salary Reduction Contributions include Roth 401(k) Contributions.




          2.81. Trusts Investment Committee. The committee of individuals selected
from time to time by the Plan Administration Committee, to serve at its pleasure,
specifically to perform those duties delegated to it pursuant to the terms of the Plan,
including, without limitation, Section 18.2 of the Plan. The Plan Administration
Committee shall retain the right to add, remove, or replace any
member of the Trusts Investment Committee at any time. No person will be ineligible to be a member of the
Trusts Investment Committee because he is, was, or may become a Participant in the Plan.




          2.82. United States. All fifty States and the District of Columbia.




          2.83. Valuation Date. Any business day on which the stock markets are
open for business.



ARTICLE III




 PARTICIPATION 




          3.1. Eligibility.




               (a) Eligibility for 401(k) Savings and Optional Employer Contributions. Each
Employee who was a participant in the Prior 401(k) Plan on December 31, 2001 will continue to be
eligible to participate in the Plan effective as of January 1, 2002, provided he or she is an
Employee of a 401(k) Participating Employer on such date. Each other Employee of a 401(k)
Participating Employer (other than a Leased Employee) will be eligible to participate for purposes
of the 401(k) Savings portion of the Plan on the first date he or she completes one Hour of
Service for a 401(k) Participating Employer. Notwithstanding any other provision of the Plan to the
contrary, only an Employee of an Optional Employer Contribution Participating Employer who is first
employed (or who is first reemployed following a One-Year Break in Service) by such Optional
Employer Contribution Participating Employer on or after March 1, 2005 will be eligible to
participate in the Optional Employer Contribution portion of this Plan. An Employee who is eligible
to participate in the Optional Employer Contribution portion and other 401(k) Savings portions of
the Plan need not elect to make Salary Reduction Contributions or After-Tax Contributions to the
Plan to be eligible to receive



21









 




any Optional Employer Contributions. Notwithstanding any other provision of this Plan to the
contrary, only Participants who satisfy the requirements set forth in Section 4.4(b) of the Plan
will be entitled to share in any Optional Employer Contribution for the Plan Year.


               (b) Eligibility for ESOP. Each individual who was a Participant in the ISO ESOP
on December 31, 2001 will continue to be eligible to participate in the Plan effective as of
January 1, 2002, provided that he or she is an Employee of an ESOP Participating Employer on such
date. Each other Employee of an ESOP Participating Employer (other than a Leased Employee) will
become a Participant for purposes of the ESOP portion of the Plan on the day he or she first
performs one Hour of Service for an ESOP Participating Employer. Notwithstanding the foregoing,
only Participants who satisfy the requirements set forth in Section 5.4 of the Plan will be
entitled to share in allocations under the Plan.


          3.2. Participation in 401(k) Savings.


               (a) Participation. Any Eligible Employee will become a Participant by making
written application, or via on-line enrollment, to become a Participant on a form or forms
prescribed by the Plan Administration Committee, effective as to the total amount of Compensation
received for the first pay period that begins on or after the enrollment date elected by such
Employee, and for subsequent pay periods. Notwithstanding anything herein to the contrary, each
Eligible Employee who first becomes an Employee on or after April 1, 2002 will be deemed to have
affirmatively elected participation in the Plan with Salary Reduction Contributions (in the form of
pre-tax elective contributions) equal to three percent (3%) of Compensation (or four percent (4%) of
Compensation for each Eligible Employee who first becomes an Employee on or after January 1, 2007),
unless such Eligible Employee elects not to participate, to contribute a different percentage of
Compensation as a Salary Reduction Contribution, and/or to contribute Salary Reduction
Contributions in the form of Roth 401(k) Contributions. The Salary Reduction Contribution deemed to
be elected pursuant to this Section 3.2 will be invested in the Investment Fund selected by the
Plan Administration Committee to be the default Investment Fund, until such time as the Participant
makes an affirmative election designating the specific Investment Fund or Funds in which his or her
contributions are to be invested.


               Effective for the first pay period that begins on or after April 1, 2007, each Eligible
Employee who is a Participant at the start of such pay period and who also was a Participant on
December 31, 2006, will be deemed to have affirmatively elected that his or her Salary Reduction
Contribution be increased by one-half percent (0.5%) of Compensation, unless such Participant
elects to opt out of such automatic increase. Thereafter, effective for the first pay period that
begins on or after each subsequent April


22








 




1, each Eligible Employee who is a Participant at the start of the applicable pay period and
who also was a Participant on the immediately preceding December 31, will be deemed to have
affirmatively elected that his or her Salary Reduction Contribution be increased by one-half
percent (0.5%) of Compensation, unless such Participant elects to opt out of such automatic
increase. Any automatic increase in Salary Reduction Contributions pursuant to this paragraph will
be deemed to be in the form of pre-tax elective contributions (as opposed to Roth

401(k)
Contributions), unless a Participant elects otherwise in accordance with procedures established by
the Plan Administration Committee. If a Participant wishes to opt out of this automatic increase
arrangement, he or she need only do so once (rather than annually). Any election to opt out will
only be effective prospectively and will apply only to Compensation earned subsequent to the
opt-out election, in accordance with procedures established by the Plan Administration Committee.
Unless a Participant elects to opt out of this automatic increase arrangement, this arrangement
will continue until such time as the Participant’s Salary Reduction Contributions are sufficient to
allow the Participant to receive the maximum amount of Matching Contributions pursuant to Section
4.3, at which time the Participant’s Salary Reduction Contributions will remain at such level until
otherwise changed by the Participant.




               There will be established an application process that permits the Participant to designate,
among other things, (i) the percentage of Salary Reduction Contributions (including whether such
contributions will be pre-tax elective contributions or Roth 401(k) Contributions) and/or After-Tax
Contributions as specified in Sections 4.1 and 4.2, respectively, (ii) the percentage of Catch-Up
Contributions (including whether such contributions will be pre-tax elective contributions or Roth
401(k) Contributions) as specified in Section 4.13, (iii) the percentage of Salary Reduction
Contributions, Catch-Up Contributions, and/or After-Tax Contributions to be maintained and invested
in each of the Investment Funds authorized by the Plan Administration Committee, as specified in
Section 7.1, (iv) the Company with authority to deduct from the Participant’s Compensation an
amount equal to the Participant’s Salary Reduction Contributions, Catch-Up Contributions, and/or
After-Tax Contributions, and (v) a Beneficiary as specified in Section 19.1.



               Notwithstanding any other provision of this Section 3.2 to the contrary and subject to Section
4.4(b), each Employee who is eligible to participate in the Optional Employer Contribution portion
of the Plan will automatically become a participant in the Optional Employer Contribution portion
of the Plan upon satisfaction of the eligibility criteria for Optional Employer Contributions set
forth in Section 3.1(a).



               (b) Failure to Participate. If an Eligible Employee does not elect to become a
Participant on the first date on which he or she is eligible, either by so indicating during the
application process or by failing to complete such process, he or she



23









 




may become a Participant on any subsequent date by completing the application process prior to
such subsequent date, effective as to Compensation received for the first full pay period which
begins on or after such subsequent date.



               (c) Termination of Participation. Participation in the 401(k) portion of
the Plan will cease upon termination of employment with a

401(k) Participating
Employer resulting from retirement, death, discharge, voluntary or involuntary
resignation including failure to return to active employment with a 401(k) Participating
Employer or to retire by the date on which an Authorized Leave of Absence expires,
unless the Employee is transferred to the employment of another 401(k) Participating
Employer on or before such date.


               (d) Transfer of Employees to Another 401(k) Participating Employer. The service of
an Employee will not be broken if he or she is transferred to the
employment of another 401(k) Participating Employer before he or she has incurred a
One-Year Break in Service Period with respect to the 401(k) Participating Employer from
which he or she is transferred.


               (e) Reemployment. Upon the reemployment by a 401(k) Participating
Employer of any person after the Effective Date who had previously been an Employee
of a 401(k) Participating Employer on or after the Effective Date, an Employee will be
eligible to participate on the date of his or her reemployment.


          3.3. Participation in the ESOP. Each Employee described in Section 3.1(b) who is
eligible to participate for purposes of the ESOP portion of the Plan will automatically
participate in the Plan. With respect to an Employee who has participated in the Plan but who has
incurred a One-Year Break in Service, such Employee will be eligible to participate for purposes of
the ESOP portion of the Plan beginning immediately upon his or her return to employment with an
ESOP Participating Employer and will participate during each Plan Year ending thereafter in which
such person completes not less than one-thousand (1,000) Hours of Service with the Company or any
Related Company.


ARTICLE IV


401(k) SAVINGS CONTRIBUTIONS


          4.1. Salary Reduction Contributions. Except as otherwise provided in Section 3.2,
each Participant during the application process for participation in the Plan will designate as
his or her Salary Reduction Contributions under the Plan a percentage of his or her Compensation.
Salary Reduction Contributions will, to the extent permitted by law, be made by payroll deduction
from each payment of Compensation, and if a


24








 




Participant’s Salary Reduction Contribution percentage changes, his or her payroll deductions will
automatically be changed accordingly. Salary Reduction Contributions will be permanently
discontinued upon the Participant’s termination of employment. Except to the extent permitted
under Section 4.13 of this Plan and Section 414(v) of the Code, the maximum Salary Reduction
Contribution that can be made to this Plan is the amount determined under Section 402(g) of the
Code for the taxable year.



          Notwithstanding the foregoing, with respect to the first pay period that begins on or after
April 1, 2007, or as soon as administratively possible thereafter, and for subsequent pay periods,
a Participant may elect that all or a portion of his or her Salary Reduction Contributions be
designated as Roth 401(k) Contributions. Such election may be made in accordance with procedures
established by the Plan Administration Committee from time to time.


          4.2. After-Tax Contributions. Except as otherwise provided in Section 3.2,
each Participant during the application process for participation in the Plan may designate
as his or her After-Tax Contribution under the Plan a percentage of his or her
Compensation. After-Tax Contributions will, to the extent permitted by law, be made by
payroll deduction from each payment of Compensation, and if a Participant’s After-Tax
Contribution percentage changes, his or her payroll deductions will automatically be
changed accordingly. After-Tax Contributions will be permanently discontinued upon
the Participant’s termination of employment. Each Participant may make After-Tax
Contributions, provided that such After-Tax Contributions in any Plan Year do not
exceed ten (10%) percent of his or her Compensation. After-Tax Contributions will be
limited so that the sum of a Participant’s Salary Reduction Contributions and After-Tax
Contributions in any Plan Year does not exceed one hundred percent (100%) of his or her
Compensation.


          4.3. Matching Contributions.


               (a) Prior to January 1, 2002, Matching Contributions were made in
cash.


               (b) As of the end of each calendar quarter ending on or after March 31,
2002, each 401(k) Participating Employer will make a Matching Contribution (and/or a
Qualified Non-Elective Contribution or Qualified Matching Contribution as specified in
Section 4.5(d)) on behalf of each Participant employed by such 401(k) Participating
Employer who made Salary Reduction Contributions and/or After-Tax Contributions (as
the case may be) to the Plan in such calendar quarter pursuant to Section 4.1 or 4.2.
Notwithstanding any other provision of this Plan to the contrary, the provisions of this
Section 4.3(b) shall also govern Matching Contributions attributable to any Salary
Reduction Contributions and/or After-Tax Contributions for the first pay period ending



25








 




after January 1, 2002. The Matching Contribution shall be equal to the percentage specified in
Sections 4.1 and 4.2 of the Plan, of the Participant’s Salary Reduction Contributions up to 75% of
six (6%) percent of the Participant’s Compensation, and if the Participant’s Salary Reduction
Contribution is less than six (6%) percent of the Participant’s Compensation, then of the
Participant’s After-Tax Contributions which, when combined with the Salary Reduction Contributions,
does not exceed 75% of six (6%) percent of the Participant’s Compensation. Such contributions will
be credited to the Matching Contribution Account of each Participant employed by a 401(k)
Participating Employer.




               (c) The Matching Contribution described in (b) above will be made in
“Participation Units” of Common Stock (and will be maintained in a Matching
Contribution Stock Sub-Account). Within fifteen (15) business days after the end of each
calendar quarter, the ESOP Trustee will credit to each Participant eligible for a Matching
Contribution an amount of Participation Units equal to (a) the amount required Matching
Contribution and/or Qualified Non-Elective Contribution or Qualified Matching
Contributions of such Participant divided by (b) the latest Appraisal value of a share of
Common Stock. For purposes of this Section 4.3(c), the “latest” Appraisal value shall be
determined as of the last day of the calendar quarter immediately preceding the calendar
quarter for which the Matching Contributions are made. In making such allocations, the
ESOP Trustee will round each allocation to the nearest one-billionth of a Participation
Unit. A 401(k) Participating Employer’s contributions will be determined on the basis of such Participating Employer’s payroll periods, and the matching percentage will be
applied uniformly to all Participants and allocated to the ESOP Trust Fund within the
time period required by applicable regulations.



               (d) Notwithstanding anything to the contrary in this Section 4.3,
Sysdome, Inc. (now known as Interthinx, Inc.), AppIntelligence, Inc. (now known as
Interthinx, Inc.), ISO Strategic Solutions, Inc., and National Equipment Register, Inc. do
not make Matching Contributions, and no such contributions will be made on behalf of
employees of such companies. Employees of Intellicorp Records, Inc. are eligible for
Matching Contributions in accordance with the terms of the Plan beginning October 1,
2007.



          4.4. Additional Company Contributions.




               (a) Discretionary Profit-Sharing Contributions. Subject to the limitations
contained in this Article, each Plan Year the Company may make additional contributions in a
discretionary amount (such contributions may be made in cash or in Participation Units of Common
Stock) if such contribution for such year is authorized by an appropriate action of the Board of
Directors of the Company. Such contributions will be credited to the Participants’ Matching
Contribution Accounts and vested in the same




26












 




manner as contributions to Matching Contribution Accounts. Notwithstanding anything to the contrary
in the Plan, no employee of Sysdome, Inc. (now known as Interthinx,
Inc.), AppIntelligence, Inc.
(now known as Interthinx, Inc.), ISO Strategic Solutions, Inc., Intellicorp Records, Inc., or
National Equipment Register, Inc. is eligible to receive contributions under this Section 4.4(a).




               (b) Optional Employer Contributions. Subject to the limitations contained in
this Article, each Plan Year an Optional Employer Contribution Participating Employer may make
contributions in a discretionary amount (such contribution may be made in cash or in Participation
Units in Common Stock) if such contribution for such year is authorized by an appropriate action of
the Board of Directors of the Company. Such contributions will be credited to the Optional Employer
Contribution Account of each Participant who is employed by the Optional Employer Contribution
Participating Employer on the last day of such Plan Year who has completed 1,000 Hours of Service
during such Plan Year. Any portion of an Optional Employer Contribution made in Participation Units
of Common Stock will be maintained in an Optional Employer Contribution Stock Sub-Account. In the
case of a Participant who is entitled to have credited to his or her Optional Employer Contribution
Account an amount for such Plan Year but whose employment is terminated after the close of such
Plan Year and before actual contributions have been made to the trust under the Plan, the amount
will be credited as though such Employee’s employment had not been terminated.




          4.5. Contribution Limitations. 




               (a) Actual Deferral Percentage:




          (1) The Actual Deferral Percentage, as defined in
subparagraph (2) for the Highly Compensated Employees, will not
exceed the greater of (A) or (B) as follows:




     (A) The Actual Deferral Percentage for the
group of Highly Compensated Employees for a Plan Year
is not more than the Actual Deferral Percentage of all
Eligible Employees other than Highly Compensated
Employees in the prior Plan Year, based upon the law in
effect in the prior Plan Year, multiplied by 1.25, or




     (B) The excess of the Actual Deferral
Percentage for the group of Highly Compensated
Employees in a Plan Year over that of all Eligible
Employees other than Highly Compensated Employees in
the prior Plan Year, based upon the law in effect for the



27









 






prior Plan Year, is not more than two (2) percentage points and the Actual Deferral
Percentage for the group of Highly Compensated Employees is not more than the Actual
Deferral Percentage of all other Eligible Employees multiplied by 2.




          (2)
The “Actual Deferral Percentage” for a specified group of Participants for a
Plan Year will be the average of the ratios (calculated separately for each Participant in such
group) of:




     (A) The amount placed in the Participant’s
Salary Reduction Contribution Account plus Roth 401(k)
Contribution Sub-Account under Section 4.1 for such Plan
Year, to




     (B) The Participant’s wages as defined in
Section 3401 (a) of the Code, received during the period
such Employee was a Participant in the Plan, but
determined without regard to any rules that limit the
remuneration included in wages based on the nature or
location of the employment or the services performed and
increased by the elective contributions that are made by a
401(k) Participating Employer on behalf of its Employees
under Section 125 or 402(e)(3) of the Code.




     (C) The amount considered under (2)(A) will be:
(i) any elective deferrals, subject to the Actual Deferral
Percentage test, (including excess elective deferrals of
Highly Compensated Employees), but excluding (a) excess
elective deferrals of all other Eligible Employees that arise
solely from elective deferrals made under the Plan or Plans
of a 401(k) Participating Employer and (b) elective
deferrals that are taken into account in the Actual
Contribution Percentage test (provided the Actual Deferral
Percentage test is satisfied both with and without exclusion
of these elective deferrals); and (ii) at the election of the
Participating Employer, Qualified Non-Elective
Contributions and Qualified Matching Contributions. For
purposes of computing the Actual Deferral Percentage, an
Employee who would be a Participant but for the failure to
make elective deferrals will be treated as a Participant on
whose behalf no elective deferrals are made.



28









 






          (3)
Special Rules:




     (A) For purposes of Section 4.5(a)(1), a
401(k) Participating Employer will use, with the consent of
the Plan Administration Committee, the Actual Deferral
Percentage of all Eligible Employees other than Highly
Compensated Employees in the current Plan Year, rather
than the prior Plan Year.




     (B) The Actual Deferral Percentage for any
Participant who is a Highly Compensated Employee for the
Plan Year and who is eligible to have elective deferrals,
subject to the Actual Deferral Percentage test (and
Qualified Non-Elective Contributions or Qualified
Matching Contributions, or both, if treated as elective
deferrals for purposes of the Actual Deferral Percentage
test), allocated to his or her Accounts under two or more
arrangements described in Section 401(k) of the Code, that
are maintained by a 401(k) Participating Employer, will be
determined as if such elective deferrals (and, if applicable,
such Qualified Non-Elective Contributions or Qualified
Matching Contributions, or both) were made under a single
arrangement. For Plan Years prior to 2006, if a Highly
Compensated Employee participates in two or more cash or
deferred arrangements that have different Plan Years, all
cash or deferred arrangements ending with or within the
same calendar year will be treated as a single arrangement.
Beginning with the 2006 Plan Year, treatment of cash or
deferred arrangements for a Highly Compensated
Employee who participates in two or more such
arrangements that have different plan years will be in
accordance with Section 1.401(k)-2(a)(3)(ii) of the
Treasury Regulations. Notwithstanding the foregoing,
certain plans will be treated as separate if mandatorily
disaggregated under regulations issued under Section 

401(k) of the Code.




     (C) In the event that this Plan satisfies the
requirements of Section 401(k), 401(a)(4) or 410(b) of the Code only if aggregated with one or more
other plans, or if one or more other plans satisfy the requirements of such sections of the Code
only if aggregated with this Plan, then



29









 






this Section will be applied by determining the Actual Deferral
Percentage of Employees as if all such plans were a single plan.
Plans may be aggregated in order to satisfy Section 401(k) of
the Code only if they have the same Plan Year.




     (D) For purposes of determining the Actual
Deferral Percentage test, elective deferrals, Qualified Non-
Elective Contributions and Qualified Matching
Contributions must be made before the last day of the
twelve-month period immediately following the Plan Year
to which contributions relate.




     (E) A 401(k) Participating Employer will
maintain records sufficient to demonstrate satisfaction of
the Actual Deferral Percentage test and the amount of
Qualified Non-Elective Contributions or Qualified
Matching Contributions, or both, used in such test.




     (F) The determination and treatment of the
Actual Deferral Percentage amounts of any Participant will
satisfy such other requirements as may be prescribed by the
Secretary of the Treasury.



          (b) Section 402(g) Limit. In no event will Salary Reduction Contributions made
by a 401(k) Participating Employer on behalf of any Participant to this Plan, or any other
qualified plan, during any taxable year of the Participant commencing after December 31, 2001,
exceed $11,000 or the dollar limitation contained in Section 402(g) of the Code, as adjusted by the
Secretary of the Treasury or his or her delegate.




          A Participant may allocate to this Plan any excess deferrals (as defined in Section 402(g) of
the Code) made during a taxable year by notifying the Plan Administration Committee of the amount
of excess deferrals to be allocated to the Plan, including what portion of such excess deferrals is
comprised of Roth 401(k) Contributions, if any, on or before the first March 1st following the
close of the taxable year. A Participant will be deemed to notify the Plan Administration Committee
of any excess deferrals that arise by taking into account only those elective deferrals made to the
Plan and any other plans of a 401(k) Participating Employer. Excess deferrals, plus any income and
minus any loss allocable thereto, will be distributed no later than April 15 to any Employee to
whose Account excess deferrals were allocated for the preceding taxable year. Unless the
Participant otherwise notifies the Plan Administration




30









 




Committee, excess deferrals will first be distributed from a Participant’s pre-tax elective
contributions made during the applicable taxable year, if any, and only after all such
contributions have been distributed, from a Participant’s Roth 401(k) Contributions made during the
applicable taxable year.




          (c) Actual Contribution Percentage.





          (1) The Actual Contribution Percentage, as defined in
subparagraph (2), for Highly Compensated Employees for any Plan
Year will not exceed the greater of (A) or (B) as follows:




     (A) The Actual Contribution Percentage for the
group of Highly Compensated Employees for the current
Plan Year is not more than the Actual Contribution
Percentage for all Eligible Employees other than Highly
Compensated Employees in the prior Plan Year, based
upon the law in effect in the prior Plan Year, multiplied by 1.25; or




     (B) The excess of the Actual Contribution
Percentage for the group of Highly Compensated
Employees in the current Plan year over that for all Eligible
Employees other than Highly Compensated Employees in
the prior Plan Year based upon the law in effect in the prior
Plan Year, is not more than two (2) percentage points, and
the Actual Contribution Percentage for the group of Highly
Compensated Employees is not more than the Actual
Contribution Percentage for all other Eligible Employees
multiplied by 2.




          (2)
The “Actual Contribution Percentage” for a
specified group of Participants for a Plan Year will be the average of
the ratios (calculated separately for each Participant in such group)
of:




     (A) The amounts placed in the Participant’s
After-Tax and Matching Contribution Accounts under Sections 4.2 and
4.3, respectively, for such Plan Year, plus any Qualified
Non-Elective Contributions or Qualified Matching Contributions not
used in the Actual Deferral Percentage test of Section 4.5(a)(2),
to



31









 






     (B) The Participant’s wages as defined in
Section 3401 (a) of the Code, received during the period such Employee was a Participant in the
Plan, but determined without regard to any rules that limit the remuneration included in wages
based on the nature or location of the employment or the services performed and increased by the
elective contributions that are made by a Participating Employer on behalf of its Employees under
Section 125 or 402(e)(3) of the Code.




          (3)
Special Rules:




     (A) The 401(k) Participating Employers will,
with the consent of the Plan Administration Committee, use
the Actual Contribution Percentage of all Eligible
Employees other than Highly Compensated Employees for
the current Plan Year, rather than the prior Plan Year.




     (B) For purposes of this Section, the Actual
Contribution Percentage for any Participant who is a
Highly Compensated Employee and who is eligible to have
amounts, subject to the Actual Contribution Percentage
test, allocated to his or her Account under two or more
plans described in Section 401 (a) of the Code, or
arrangements described in Section 401(k) of the Code that
are maintained by a 401(k) Participating Employer, will be
determined as if the total of such Actual Contribution
Percentage amounts were made under each plan. For Plan
Years prior to 2006, if a Highly Compensated Employee
participates in two or more cash or deferred arrangements
that have different plan years, all cash or deferred
arrangements ending with or within the same calendar year
will be treated as a single arrangement. Beginning with the
2006 Plan Year, treatment of cash or deferred arrangements
for a Highly Compensated Employee who participates in
two or more such arrangements that have different plan
years will be in accordance with Section 1.401(m)-
2(a)(3)(ii) of the Treasury Regulations. Notwithstanding
the foregoing, certain plans will be treated as separate if
mandatorily disaggregated under regulations under
Section 401(m) of the Code.



32









 






     (C) In the event that this Plan satisfies the
requirements of Section 401(m), 401(a)(4) or 410(b) of the
Code only if aggregated with one or more other plans, or if
one or more other plans satisfy the requirements of such
sections of the Code only if aggregated with this Plan, then
this Section will be applied by determining the Actual
Contribution Percentage of Employees as if all such plans
were a single plan. Plans may be aggregated in order to
satisfy Section 401(m) of the Code only if they have the
same Plan Year.




     (D) For purposes of determining the Actual
Contribution Percentage test, Employee contributions are
considered to have been made in the Plan Year in which
contributed to either the 401(k) Trust or the ESOP Trust.
Qualified Matching Contributions and Qualified Non-
Elective Contributions will be considered made for a Plan
Year if made no later than the end of the twelve-month
period beginning on the day after the close of the Plan
Year.




     (E) A 401(k) Participating Employer will
maintain records sufficient to demonstrate satisfaction of
the Actual Contribution Percentage test and the amount of
Qualified Non-Elective Contributions or Qualified
Matching Contributions, or both, used in such test.




     (F) The determination and treatment of the
Actual Contribution Percentage of any Participant will
satisfy such other requirements as may be prescribed by the
Secretary of the Treasury.




          (4) The amounts considered under (2)(A) above will be the sum of the After-Tax
Contributions, Matching Contributions and Qualified Non-Elective Contributions and Qualified
Matching Contributions (to the extent not taken into account for purposes of the Actual Deferral
Percentage test) made under the Plan on behalf of the Participant for the Plan Year. Such amounts
will not include contributions that are forfeited either to correct excess aggregate contributions
or because the contributions to which they relate are excess deferrals, excess contributions, or
excess aggregate contributions as defined in the Code. A 401(k) Participating



33









 






Employer also may elect to use elective deferrals in the Actual Contribution
Percentage so long as the Actual Deferral Percentage test is met before the
elective deferrals are used in the Actual Contribution Percentage test and
continues to be met following the exclusion of those elective deferrals that
are used to meet the Actual Contribution Percentage test.



          (d) Correction. In the event a Highly Compensated Employee’s Actual Deferral
Percentage and/or Actual Contribution Percentage exceeds the limits described above, the Plan
Administration Committee will proceed, on a reasonable and nondiscriminatory basis, and in
accordance with the requirements of Sections 401(k) and (m) of the Code and the regulations
thereunder, to distribute amounts until any excess is corrected. The order of correction will be as
follows:





          (1) Distribute After-Tax Contributions;




          (2) Distribute nonforfeitable Matching Contributions;




          (3) Forfeit nonvested Matching Contributions; and




          (4)
Distribute Salary Reduction Contributions (first pre-tax elective contributions, if any, and then Roth 401(k)
Contributions, unless the Highly Compensated Employee elects
otherwise).




          (5) Forfeitures of shares of Common Stock not
acquired with the proceeds of a loan described in Section 6.1 arising
under the Plan and allocable to such ESOP Contribution Account in
respect of such Plan Year (without regard to Section 4.9) will be
allocated to the accounts of other eligible Participants as of the end
of the current Plan Year in the manner provided under Section 5.4
below; and then




          (6) Company contributions allocable to such account in
respect of such Plan Year and shares of Common Stock allocable in
proportion thereto (without regard to Section 4.12) will be allocated
to the Accounts of other eligible Participants at the end of the
current Plan Year in the manner provided under Section 4.12, and,
to the extent such allocation cannot be made under Section 4.12,
then to the extent permitted by the applicable Treasury regulations,
reallocated at the end of the succeeding Plan Years in such manner
and as provided in Section 4.5(d)(7).



34









 






          (7) Any amount to be allocated under paragraph (6) above, at the
end of a succeeding Plan Year will be allocated to a suspense account until
such time as any amount in the suspense account can be allocated to
Participants’ accounts without having to be reallocated under paragraph (6)
above; provided that, to the extent required by any applicable
Treasury regulations, no contribution will be made in such a succeeding
Plan Year which would restrict such reallocation.



          Any excess amounts held unallocated for the Plan Year in a limitation suspense account will be
managed and controlled by the 401(k) Savings Trustee or ESOP Trustee, as the case may be. If a
limitation suspense account is in existence during a Plan Year, investment gains and losses and
other income and expenses of the Plan will be allocated to the limitation suspense account.




          The Plan Administration Committee will have such power to reduce or limit additions to the
Participant’s account under this Plan to comply with the
requirements of Section 5.7; provided,
however, that such reduction and/or limitation will be made in a uniform and nondiscriminatory
manner.




In lieu of making such distributions, a 401(k) Participating Employer may, in its discretion, make
Qualified Non-Elective Contributions and Qualified Matching Contributions to Employees other than
Highly Compensated Employees of a 401(k) Participating Employer
eligible to participate in the
Plan in order to satisfy the requirements of Sections 401(k) and (m) of the Code. The Plan
Administration Committee may, in its discretion, impose general limits on contributions to
facilitate administration of the Plan and compliance with the limitations of this Section. Nothing
contained in this Section specifically relating to contributions under the Plan will be interpreted
to limit the Plan Administration Committee’s right to reduce or curtail any form of contributions
under the Plan in order to satisfy the requirements of this Article.




          (e)
Correction Procedures.





          (1) If the projected Actual Deferral Percentage for the Highly
Compensated Employees will exceed the amount permitted under Section
4.4(a)(1) or if projected Salary Reduction Contributions and Matching
Contributions will exceed the maximum amount deductible under Section
404(a)(3) of the Code, then the anticipated excess amount of Salary
Reduction Contributions (beginning with pre-tax elective contributions, if
any, and then Roth 401(k) Contributions) will be credited to the
Participant’s After-Tax Contribution Account and will be considered



35









 






taxable income to the Participant. The future Salary Reduction Contributions by Highly
Compensated Employees will be reduced on a pro rata basis so that the requirements of
Section 4.5(a)(2) are met.




If, after applying the measures described above and the order of correction set forth in Section
4.5(d)(1) through (3), the Plan nonetheless fails the requirements of Section 4.5(a)(1), any Excess
Salary Reduction Contributions will be distributed in the manner set forth below.




          (2) Excess Salary Reduction Contributions are
allocated to Highly Compensated Employees with the largest
amount of contributions taken into account for purposes of
calculating the Actual Deferral Percentage test for the year in which
such excess arose, beginning with the Highly Compensated
Employee with the largest amount of such contributions and
continuing in descending order until all Excess Salary Reduction
Contributions have been allocated. For this purpose, the
“largest dollar amount” is determined after distribution of Excess
Contributions. An Employee’s Excess Salary Reduction
Contributions are also reduced by any amounts of such contributions
that were previously distributed for the Plan Year beginning in such
taxable year.




          (3) A distribution of Excess Salary Reduction
Contributions allocable to each Participant will include income,
gains, and losses for the Plan Year multiplied by a fraction, the
numerator of which is such Participant’s Excess Salary Reduction
Contributions for the Plan Year and the denominator of which is the
Participant’s account balance attributable thereto, without regard for
any income or loss occurring during such Plan Year. Such
distributions will be made without regard to any consent otherwise
required under the Plan. Such distributions will be made first from
the Participant’s pre-tax elective contributions and then from the
Participant’s Roth 401(k) Contributions, unless the Participant elects
otherwise. Beginning with the 2006 Plan Year, a distribution of
Excess Salary Reduction Contributions will also include income,
gains and losses for the gap period (i.e., the period after the close of
the Plan Year and before the date that is no more than seven days
before the date of the distribution). Gap period income, gains and
losses will be determined in accordance with Section 1.401(k)-
2(b)(2)(iv) of the Treasury Regulations.



36









 






          (4)
For purposes of this subsection, “Excess Salary Reduction
Contributions” will mean, with respect to any Plan Year,
the excess of:




          (A)
the aggregate amount of 401(k) Participating
Employer contributions actually taken into account in
computing the Actual Deferral Percentage of Highly
Compensated Employees for such Plan Year, over,




          (B)
the maximum amount of such contributions permitted by the Actual Deferral Percentage Test.




          (5) Notwithstanding any other provision of this Plan,
Excess Aggregate Contributions, plus any income and minus any
loss allocable thereto, will be forfeited, if forfeitable, or if not
forfeitable, distributed, no later than the last day of each Plan Year
to Participants to whose accounts such Excess Aggregate
Contributions were allocated for the preceding Plan Year.
Forfeitures of Matching Contributions will be applied to reduce
future contributions to the Plan. Excess Aggregate Contributions
will be treated as annual additions under the Plan.




          (6) Excess Aggregate Contributions are allocated to
Highly Compensated Employees with the largest amount of
contributions taken into account for purposes of calculating the
Actual Contribution Percentage test for the year in which the excess
arose, beginning with the Highly Compensated Employee with the
largest amount of such contributions and continuing in descending
order until all Excess Aggregated Contributions have been allocated.
For this purpose the “largest amount” is determined after distribution
of any other Excess Aggregate Contributions for the year. An
Employee’s Excess Aggregate Contributions will be reduced by the
amount of any such contributions previously distributed for the
taxable Plan Year beginning in such Plan Year.




          (7) A distribution or forfeiture of Excess Aggregate
Contributions allocable to a Participant will include income, gains
and losses for the Plan Year, multiplied by a fraction, the numerator
of which is the Participant’s Excess Aggregate Contributions for the
year and the denominator of which is the Participant’s account
balance attributable to such Excess Aggregate Contributions,
without regard to any income or losses occurring during such Plan



37









 






Year. Such distributions will be made without regard to any consent
otherwise required under the Plan. Beginning with the 2006 Plan Year, a
distribution of Excess Aggregate Contributions will also include income,
gains and losses for the gap period (i.e., the period after the close of
the Plan Year and before the date that is no more than seven days before
the date of the distribution). Gap period income, gains and losses will be
determined in accordance with Section 1.401(m)-2(b)(2)(iv) of the Treasury
Regulations.




          (8) “Excess Aggregate Contributions” will mean, with
respect to any Plan Year, the excess of:




     (A) the aggregate amounts taken into account in
computing the numerator of the Actual Contribution
Percentage actually made on behalf of Highly
Compensated Employees for such Plan Year, over




     (B) the maximum amounts permitted by the
Actual Contribution Percentage test (determined by
reducing contributions made on behalf of Highly
Compensated Employees on the basis of the amount of the
Excess Aggregate Contributions by, or on behalf of, each
Highly Compensated Employee).



          4.6. Time of Payment. All Salary Reduction Contributions and After-Tax
Contributions will be transmitted to the 401(k) Savings Trust as soon as practicable but in
no event will contributions be transmitted later than the 15th business day of the month
after which Salary Reduction Contributions or After-Tax Contributions are withheld from
the Participant’s Compensation. All Matching Contributions will be allocated to the
ESOP Trust as soon as practicable but in no event will contributions be allocated later
than the 15th business day after the end of the calendar quarter to which such Matching
Contributions relate. Any Discretionary Profit-Sharing Contributions and Optional
Employer Contributions will be allocated as of the last day of the Plan Year to which any
such contributions relate and will be deposited in the 401(k) Savings Trust no later than
the time prescribed by law, including any extensions, for filing the Optional Employer
Contributions Participating Employer’s Federal tax return for such Plan Year.




          4.7.
Suspension or Change of Salary Reduction Contributions and/or of After-Tax Contributions. A Participant may increase, decrease, or suspend the making
of his or her Salary Reduction Contributions or of his or her After-Tax Contributions, or of
all of the foregoing Contributions, effective as to Compensation for a period of thirty (30)
days starting on the first business day immediately following the Transition Period, as




38









 




defined in Section 4.14. Thereafter, a Participant may increase, decrease, or suspend his or her
Salary Reduction Contributions (separate changes may be made with respect to pre-tax elective
contributions and Roth 401(k) Contributions) and/or After-Tax Contributions once during any six
(6) month period. Subject to the foregoing rules, a Participant may increase, decrease, or suspend
the making of his or her Salary Reduction Contributions (separate changes may be made with respect
to pre-tax elective contributions and Roth 401(k) Contributions) and/or After-Tax Contributions
effective as to Compensation received for the first full pay period that begins at least thirty
(30) days after such change is made. Suspension of Salary Reduction Contributions and/or After-Tax
Contributions will automatically result in concurrent suspension of Matching Contributions. During
such suspension, the Participant’s Accounts will continue to be maintained pursuant to the
provisions of Section 4.9 of the Plan.




          4.8.
No Salary Reduction or After-Tax Contributions and No Matching Contributions During Absence From Paid Employment. A Participant’s right to make
Salary Reduction Contributions and After-Tax Contributions will be automatically
suspended during any period of his or her absence from paid employment with a
401(k) Participating Employer, such as sick leave, Authorized Leave of Absence or
temporary layoff, and during such period no such Contributions and no Matching
Contributions will be made. During such suspension the Participant’s Accounts will
continue to be maintained pursuant to the provisions of Section 4.9 of the Plan.
Resumption of the making of Salary Reduction Contributions or of After-Tax
Contributions may occur no earlier than for the first full pay period which begins after his
or her return to paid employment with a 401(k) Participating Employer, upon receipt by
the Plan Administration Committee, and concurrent resumption of Matching Contributions will then occur.




          4.9.
Rollover Contributions. Any Employee may make a Rollover
Contribution to the Plan, subject to the consent of the Plan Administration Committee;
provided that the trust from which the funds are to be transferred permits the transfer to
be made and the Plan Administration Committee is satisfied that such transfer is from an
“eligible retirement plan” and will not jeopardize the tax-exempt status of the Plan and
401(k) Savings Trust or create adverse tax consequences for a
Participating Employer.
Rollover Contributions will be made by delivery to the 401(k) Savings Trustee for
deposit in the 401(k) Savings Trust. All Rollover Contributions must be cash or property
satisfactory to the 401(k) Savings Trustee, whose decision in this regard will be final.
The 401(k) Savings Trustee will not accept rollovers of accumulated deductible
employee contributions from a Simplified Employee Pension Plan, nor will the 401(k)
Savings Trustee accept rollovers in the form of a trustee-to-trustee transfer from any
qualified plan that is required to provide benefits in the form of a qualified joint and
survivor annuity or a qualified pre-retirement survivor annuity, as defined in
Section 417(b) of the Code.




39









 





          The 401(k) Savings Trustee will only accept a rollover into a Roth 401(k) Rollover
Contribution Sub-Account if (i) the contribution is made via a direct rollover from a “designated
Roth account” under an applicable retirement plan described in Section 402A(e)(1) of the Code,
(ii) the rollover is permitted under the rules of Section 402(c) of the Code, and (iii) the plan
administrator or other responsible party of the distributing plan provides the 401(k) Savings
Trustee with a representation that the contribution is being made from a “designated Roth account”
(as defined pursuant to Treasury regulations issued under Section 401(k) of the Code) and either
with a statement or representation that the distribution is a “qualified distribution” (as defined
in Section 402A(d)(2) of the Code) or with all information necessary to determine when such
amounts will qualify as a “qualified distribution” and what portion of such amounts is
attributable to investment in the contract (basis) under Section 72 of the Code.




          If the Plan Administration Committee accepts a transfer of funds under this Section 4.9, then
it will allocate them to the Rollover Contribution Account or the Roth 401(k) Rollover Contribution
Sub-Account, as applicable. Funds allocated to such Account or Sub-Account will be invested
separately, and any appreciation, depreciation, gain, or loss with respect to such Account or
Sub-Account, and any related expenses, will be allocated to such Account or Sub-Account, as
applicable. Any Participant who has a Rollover Contribution Account and/or a Roth 401(k) Rollover
Contribution Sub-Account will be 100% vested in such Account and/or Sub-Account.




          Any Employee of ISO Insurance Solutions, Inc. (now known as Xactware Solutions, Inc.) (a) who
was previously employed by Xactware, Incorporated, and (b) who became employed by ISO Insurance
Solutions, Inc. (now known as Xactware Solutions, Inc.) promptly following his termination of
employment with Xactware, Incorporated, shall be permitted to roll over into the Plan any note
evidencing an outstanding loan to that Employee from his account under the Xactware 401(k) Profit
Sharing Plan, provided that the following conditions are satisfied: (1) such Employee
simultaneously rolls over into the Plan, via a direct rollover, his entire account balance under
the Xactware 401(k) Profit Sharing Plan; and (2) such direct rollover is requested by such
Employee, and such direct rollover occurs, within a reasonable period of time, as determined by the
Plan Administration Committee, following such Employee becoming a Participant in the Plan. Any such
note rolled over into the Plan shall be administered in accordance with the provisions governing
loans under the Plan, including the provisions set forth in Section 9.7.




          4.10. Reemployment; Forfeitures. If a former Participant whose employment was
terminated before he or she was vested in his or her Matching Contribution Account under Section
8.1(b) or in his or her Optional Employer Contributions under Section 8.1(e) returns to the employ
of a 401(k) Participating Employer or Optional Employer Contribution Participating Employer, as
the case may




40









 





be, before the close of the Plan Year in which he or she has his or her fifth consecutive One-Year
Break in Service, then the balance in his or her Matching Contribution Account and/or Optional
Employer Contribution Account which was forfeited at the time of his or her termination of
employment will be restored, provided he or she again becomes a Participant in the Plan and he or
she repays, following his or her commencement of participation, the amount previously distributed
to him or her under Section 11.1 which was attributable to his or her Basic Salary Reduction
Contributions and After-Tax Basic Contributions plus income thereon, if any. Repayment, if any,
must be made before the close of the Plan Year in which he or she has his or her fifth consecutive
One-Year Break in Service Period.




          4.11.
Transfer of Employment to Another 401(k) Participating Employer. If
a Participant is transferred from the employ of one 401(k) Participating Employer to
another 401(k) Participating Employer, the vested portion of his or
her 401(k) Savings
Accounts may, with the written approval of and as of a Valuation Date determined by the
Plan Administration Committee, be transferred to his or her comparable 

401(k) Savings
Accounts maintained for Participants of the transferee 401(k) Participating Employer.




          4.12.
Maximum Annual Additions. Notwithstanding any other provisions of this Plan to the contrary:





          (a) For any Limitation Year beginning on or after January 1,
2002, the total Annual Additions with respect to a Participant under the
Plan and all other Defined Contribution Plans maintained by a
Participating Employer or any Related Company will not exceed the lesser
of:




          (1)
$40,000, as adjusted for increases in the cost of living under Section 415(d) of the Code; or




          (2)
100 percent of the Participant’s Section 415
Compensation for such Limitation Year.




The compensation limit referred to in (2) will not apply to any contribution for
medical benefits after separation from service (within the meaning of Section
401(h) or Section 419(f)(2) of the Code) which is otherwise treated as an Annual
Addition.




          (b) If, as a result of the allocation of Forfeitures, a reasonable
error in estimating compensation or elective deferrals, or other
circumstances permitted by the Commissioner of Internal Revenue, the
Annual Additions for a Limitation Year exceed the limitation set forth in



41









 






Section 4.12(a), then such excess will be reduced as follows. First, by returning to the
Participant, to the extent necessary, the After-Tax Contributions made by the Participant for the
Limitation Year plus earnings thereon, as reasonably calculated by the Plan Administration
Committee (reducing first the After-Tax Contributions which were not matched, and next the
After-Tax Basic Contributions). Second, if, after returning all After-Tax Contributions plus
earnings, an excess still exists, then such excess will be reduced by returning to the
Participant, to the extent necessary, Salary Reduction Contributions plus earnings thereon, as
reasonably calculated by the Plan Administration Committee (reducing first the pre-tax elective
contributions, and next the Roth 401(k) Contributions). Third, in the event that it is necessary
to reduce After-Tax Basic Contributions or Salary Reduction Contributions in order to comply with
the limitation set forth in Section 4.12(a), then the Plan Administration Committee will reduce
the After-Tax, Salary Reduction and/or Matching Contributions in a manner that will satisfy
Sections 401(a)(4), 401(m), and 415 of the Code. Fourth, if, after returning After-Tax and/or
Salary Reduction Contributions (plus the requisite amount of earnings), Matching Contributions
must be reduced, then such Matching Contributions:




          (1) if the Participant is covered by the Plan, will be
used to reduce Matching Contributions (including any allocation of
Forfeitures) for such Participant in the next Limitation Year and
each succeeding Limitation Year as necessary; or




          (2) if the Participant is no longer covered by the Plan,
will be held unallocated in a suspense account. The suspense
account will be applied to reduce future Matching Contributions for
all remaining Participants in the next Limitation Year, and each
succeeding Limitation Year if necessary.




Fifth, if after reducing any Matching Contributions, any Discretionary Profit-Sharing Contributions
must be reduced, then such Discretionary Profit-Sharing Contributions will be reduced in the same
manner as Matching Contributions are reduced as set forth in subclauses (1) and (2) of this Section
4.12(b). Sixth, if after reducing any Discretionary Profit-Sharing Contributions, any Optional
Employer Contributions must be reduced, then such Optional Employer Contributions will be reduced
in the same manner as Matching Contributions are reduced as set forth in subclauses (1) and (2) of
this Section 4.12(b).



42









 






          (c) The dollar limitation contained in this Section 4.12 will be
adjusted for increases in the cost-of-living in accordance with regulations
promulgated by the Secretary of the Treasury or his or her designee under
Section 415(d) of the Code.




          (d)
As used in this Section 4.12, Section 5.7 and in
Article XXII hereof, the following terms will have the following
meanings:




          (1)
The term “Annual Addition” will mean the sum credited to a Participant’s Accounts for any Limitation Year of
(A) contributions made by the Participating Employer,
(B) Participant contributions, and (C) Forfeitures. Any amount
attributable to medical benefits allocated to a separate account under
Section 419A(d) of the Code (pertaining to post-retirement medical
benefits for key employees) will be treated as an Annual Addition.
Contributions allocated to any individual for post-retirement medical
benefits for key employees will be treated as an Annual Addition.
Contributions allocated to any individual medical account, as
defined in Section 415(1) of the Code, which is part of a pension or
annuity plan will be treated as an Annual Addition to a defined
contribution plan for purposes of this Section.




          (2)
The term “Section 415 Compensation” will mean
the Participant’s compensation as determined pursuant to
Section 415(c)(3) of the Code, which is defined as wages, salaries,
and fees for professional services and other amounts received
(without regard to whether or not an amount is paid in cash) for
personal services actually rendered in the course of employment
with the 401(k) Participating Employer maintaining the Plan to the
extent that the amounts are includable in gross income (including,
but not limited to, commissions paid salesmen, compensation for
services on the basis of a percentage of profits, commissions on
insurance premiums, tips, bonuses, fringe benefits, and
reimbursements or other expense allowances under a
nonaccountable plan (as described in Treasury Regulation
Section 1.62-2(c))), and excluding the following:




          (A) 401(k) Participating Employer contributions
to a plan of deferred compensation which are not includible in the Employee’s
gross income for the taxable year in which contributed, or 401(k) Participating
Employer



43









 






contributions under a simplified employee pension plan, or any distributions
from a plan of deferred compensation;




          (B)
amounts realized from the exercise of a non-qualified stock option, or when restricted stock (or
property) held by the Employee either becomes freely
transferable or is no longer subject to a substantial risk of
forfeiture;




          (C) amounts realized from the sale, exchange or
other disposition of stock acquired under a qualified stock
option; and




          (D) other amounts which received special tax
benefits, or contributions made by a 401(k) Participating
Employer (whether or not under a salary reduction
agreement) towards the purchase of an annuity contract
described in Section 403 (b) of the Code (whether or not the
contributions are actually excludable from the gross income
of the employee).




For any self-employed individual, compensation will mean earned
income.




          For purposes of applying the limitations of this Section, Compensation for a Limitation Year
is the Compensation actually paid or made available in gross income during such Limitation Year.




          Notwithstanding the preceding sentence, compensation for a participant in a defined
contribution plan who is permanently and totally disabled (as defined in Section 22(e)(3) of the
Code) is the compensation such Participant would have received for the Limitation Year if the
Participant had been paid at the rate of compensation paid immediately before becoming permanently
and totally disabled; for Limitation Years beginning before January 1, 1997, but not for Limitation
Years beginning after December 31, 1996, such imputed compensation for the disabled Participant may
be taken into account only if the Participant is not a Highly Compensated Employee and
contributions made on behalf of such Participant are nonforfeitable when made.




          For Limitation Years beginning after December 31, 1997, for purposes of applying the
limitations of this Section, compensation paid



44









 






or made available during such Limitation Year will include any elective deferral
(as defined in Code Section 402(g)(3)), and any amount which is contributed or
deferred by a 401(k) Participating Employer at the election of the Employee and
which is not includible in the gross income of the Employee by reason of Section
415(c)(3)(D) of the Code.




          (3) The term “Limitation Year” will mean, with respect to a
plan, the calendar year.



          4.13. Catch-Up Contributions. Effective as of April 1, 2000, for all Plan
Years beginning on and after January 1, 2002, all Eligible Employees who have attained
age 50 before the close of the Plan Year will be eligible to make Catch-Up Contributions
in accordance with, and subject to the limitations of, Section 414(v) of the Code. Catch-Up Contributions will be made to a Participant’s Catch-Up Contribution Sub-Account
and/or Roth 401(k) Catch-Up Contribution Sub-Account, as appropriate. Such Catch-Up
Contributions will not be taken into account for purposes of the provisions of the Plan
implementing the required limitations of Sections 402(g) and 415 of the Code. The Plan
will not be treated as failing to satisfy the provisions of the Plan implementing the
requirements of Sections 401(k)(3), 401(k)(11), 401(k)(12), 410(b) or 416 of the Code, as
applicable, by reason of the making of such Catch-Up Contributions. Catch-Up
Contributions are not subject to match by Matching Contributions.




          4.14. Transition Period. In order to provide for the orderly reconciliation
and transfer of Account balance information required as a result of the change in the
Plan’s recordkeeper effective as of January 1, 2002, certain transactions affecting
Accounts will not be performed during the transition period beginning at 4:00 p.m.
Eastern Standard Time on December 26, 2001 and ending on a date
to be determined by the Plan Administrator (the “Transition Period”). During the Transition Period, all elections or
requests to: (a) enroll in the 401(k) Savings Portion of the Plan; (b) change the rate of Salary
Reduction Contributions and After-Tax Contributions; (c) make interfund transfers; (d) change the
investment of 401(k) Savings Contributions; and (e) receive in-service withdrawals, loans and
distributions must be made no later than 4:00 p.m. Eastern Standard Time on December 26, 2001. Any
requests or forms that are not submitted by the applicable deadline, and any requests or forms that
are submitted with missing or incomplete documentation, information, signatures, consents,
notarizations or attestations that is not provided or completed by the deadline, will not be
processed.





45









 








ARTICLE V




ESOP CONTRIBUTIONS 




Contributions under the Plan will be made as follows:




          5.1. ESOP Contributions. For each Plan Year, each ESOP Participating
Employer will contribute to the ESOP Trust an amount the Board of Directors of the
Company, in its sole discretion, may determine; provided, however, that an
ESOP Participating Employer will contribute, in the aggregate, an amount not less than the amount
required for repayment by the ESOP Trust of indebtedness (principal and interest) incurred from
time to time for the purpose of acquisition of Common Stock. ESOP Contributions for each Plan Year
will be due on the Anniversary Date for each Plan Year, and, if not paid by the Anniversary Date,
will be payable to the ESOP Trust as soon thereafter as practicable, but not later than the time
prescribed for filing the ESOP Participating Employer’s Federal Income Tax return for that Plan
Year; provided, however, that any amounts required for repayment by the ESOP Trust of
indebtedness incurred for the purpose of acquisition of Common Stock will be timely contributed in
cash by the Company to permit the ESOP Trust to make such repayment by its required due date.




          The Company will determine by resolution of the Board of Directors of the Company and
communicate to the ESOP Trustee before the close of each Plan Year either (x) the amount in dollars
to be contributed for such year; or (y) a formula by which such amount may be determined. The
Company may make such contributions in cash, shares of Common Stock, or other property.




          5.2.
By Employee. No Employee will be required or permitted to contribute
to the ESOP portion of this Plan and the ESOP Trust.




          5.3. Separate Records of Participants. The Plan Administration Committee,
its designated agent or recordkeeper will keep accurate accounts of the respective shares
in the ESOP Trust assets in the ESOP Contribution Account for each Participant. Each
ESOP Contribution Account will be maintained in terms of “Participation Units,” which
will be allocated to the Participants’ ESOP Contribution Account each year as described
in Section 5.4 below. The shares of each Participant in the ESOP Trust assets attributable
to the ESOP as of any date of determination will be the total value of the ESOP Trust
assets attributable to the ESOP at such time multiplied by a fraction, the numerator of
which is the number of Participation Units then allocated to such Participant’s ESOP
Contribution Account and the denominator of which is the total number of Participation
Units then allocated to the ESOP Contribution Accounts of all Participants.





46












 




          5.4.
Allocation of Participation Units. The total number of Participation Units to be
credited to Participants shall be equal to (a) the total number of shares of Common Stock released
for allocation pursuant to Section 6.3 herein, less (b) the total number of shares of Common Stock
relating to the Participation Units allocated to Participants as Matching Contributions pursuant
to Section 4.3 through the end of the Plan Year.


          For any remaining Participation Units, as of the last day of the Plan Year, the ESOP Trustee
will credit to the ESOP Contribution Account of each Participant employed by the Company or a
Related Company on such day who has completed 1,000 Hours of Service during said Plan Year, a
number of Participation Units which will bear the same ratio to the total remaining Participation
Units to be allocated for such Plan Year as such Employee’s Compensation for such Plan Year will
bear to the aggregate of the Compensation of all Employees for such Plan Year. In making such
allocations, the ESOP Trustee will round each allocation to the nearest one-billionth of a
Participation Unit. Notwithstanding the foregoing, for Plan Year beginning January 1, 2000 and
ending December 31, 2000, Participants who are employees of Elliston LLC shall receive credit for
Hours of Service for such Plan Year in accordance with their service history as reflected in the
records of Elliston LLC for purposes of receiving an allocation of Participation Units with respect
to such Plan year and vesting for such year.



          In the case of a Participant who is entitled to have credited to his or her ESOP
Contribution Account a number of Participation Units for such Plan Year but whose
employment is terminated after the close of such Plan Year and before
actual contributions have been made to the ESOP Trust, the Participation Units with respect to
such contributions will be credited as though such Employee’s employment had not
terminated.



          5.5.
 Annual Report to Participants. As soon as practicable after each
Anniversary Date, the Plan Administration Committee, its designated agent or
recordkeeper will prepare a written statement for distribution to each Participant
reflecting the number of Participation Units allocated to such Participant’s ESOP
Contribution Account as of the Anniversary Date preceding the most recent Anniversary
Date, the additional number of Participation Units allocated for the Plan Year ending on
the most recent Anniversary Date, and the aggregate number of Participation Units
allocated to date to his or her ESOP Contribution Account. If requested by a Participant,
the Plan Administration Committee, its designated agent or recordkeeper will also inform
the Participant in writing of the dollar value of his or her allocated Participation Units,
based upon the most recent revaluation of the assets of the ESOP Trust in accordance
with Section 6.2.


          5.6. List of Participants. On or about the Anniversary Date ending each


47








 




Plan Year, the Plan Administration Committee will deliver to the ESOP Trustee a list of all
Employees eligible on such date to participate in the ESOP portion of the Plan, to whom
Compensation was paid or payable for such year, together with a statement of the amount of such
Compensation.




          5.7.
Limitation on Annual Additions. The Participant’s ESOP Contribution Account
will also be subject to the annual addition limits as described in Section 4.12 of this Plan.




ARTICLE VI




COMMON STOCK




          6.1.
Borrowing to Acquire Common Stock. The ESOP Trustee may borrow
funds from any lender for the purpose of purchasing Common Stock (or to repay prior
indebtedness incurred for the purpose of purchasing Common Stock) and may enter into
contracts for the purchase of Common Stock pursuant to which the purchase price is paid
in installments. Any such loan or contract must be primarily for the benefit of
Participants and their Beneficiaries, and will comply with the following terms and
conditions:





     (a) The loan will be for a specific term, will bear a reasonable
rate of interest, and will not be payable on demand except in the event of
default.




     (b) At the time that such loan is made or contract entered into,
the interest rate and the price of securities to be acquired should not be
such that Plan assets might be dissipated.




     (c) The terms of such loan or contract, whether or not between
independent parties, must be at such time at least as favorable to the ESOP
Trust as the terms of a comparable loan or contract resulting from
arm’s-length negotiations between independent parties.




     (d) The proceeds of such loan must be used within a reasonable
time after receipt by the ESOP Trust only to acquire Common Stock, to
repay such loan or to repay a prior loan to the ESOP Trust.




     (e) Such loan must be without recourse against the ESOP
Trust. The only assets of the ESOP Trust that may be given as collateral
on such loan are shares of Common Stock acquired therewith.



48









 




     (f) In the event of default on such loan, the value of Plan assets
transferred in satisfaction of the loan must not exceed the amount of
default.


     (g) Shares of Common Stock used as collateral for such loan
will be released from the encumbrance thereof, in accordance with the
provisions of Section 6.3 below.


     (h) Except as otherwise provided under the terms of this Plan, or as
otherwise required by applicable law, no Common Stock acquired with the proceeds
of such loan will be subject to a put, call or other option, or buy-sell or
similar arrangement while held by and when distributed from the Plan, whether or
not the Plan is then an ESOP.


          6.2. Independent Appraisals. The ESOP Trustee will determine the fair
market value of Common Stock purchased for the ESOP Trust as of the date of purchase
(“Appraisal Date”) and, thereafter, at least one time per Plan Year (each, a “Reappraisal
Date”). For purposes of determining top-heavy status under Article XXII hereof, the
Anniversary Date, which will always coincide with the last Reappraisal Date of the Plan
Year (if more than one Reappraisal Date occurs with respect to such Plan Year), will
apply. Each valuation will be conducted by an independent appraiser meeting the
requirements of Code Section 170(a)(1).


          6.3. Release of Shares. All shares of Common Stock acquired by the ESOP Trust and
pledged as collateral on a loan described in Section 6.1 above will be added to and maintained in a
suspense account. Said shares will be released from such encumbrance as follows:





     (a) For each Plan Year during the duration of the loan, the
number of shares of Common Stock released will equal the number of
encumbered shares held immediately before release multiplied by a
fraction. The numerator of the fraction is the amount of principal and
interest paid to the lender by the ESOP Trust for the Plan Year, and the
denominator of the fraction is the sum of the numerator plus the principal
and interest to be paid for all future Plan Years.



     (b) For purposes of the foregoing determination, the number of
future Plan Years under the loan must be definitely ascertainable, and will
be determined without taking into account any possible extensions or
renewal periods. If the interest rate under the loan is variable, the interest
to be paid in future years will be computed by using the interest rate
applicable as of the end of the Plan Year.


49









 




     (c) To the extent of the foregoing release from encumbrance, shares
will be withdrawn from the suspense account, and nonmonetary units representing
the Participants’ interests therein will be allocated, for each Plan Year, as
provided in Sections 4.3 and 5.4.


          6.4.
Voting and Tender or Exchange Rights. Except as otherwise required by ERISA, the
Code and regulations promulgated thereunder, all voting rights appurtenant to shares of Common
Stock held by the ESOP Trust will be exercised by the ESOP Trustee in accordance with the
following provisions:





     (a) (1) If the Company has a registration-type class of securities (as
defined in Section 409(e)(4) of the Code or any successor statute thereto), then,
with respect to all corporate matters submitted to shareholders of the Company,
all shares (including fractional shares) of Common Stock allocated and credited to
the Matching Contribution Account, Optional Employer Contribution Account or the
ESOP Contribution Accounts of Participants will be voted in accordance with the
directions of such Participants as given to the ESOP Trustee. Each Participant
will be entitled to direct the voting only of the shares (including fractional
shares) of Common Stock allocated and credited to his or her Matching Contribution
Account, Optional Employer Contribution Account and ESOP Contribution Account.



     (2) If the Company does not have a registration-type
class of securities (as defined in Section 409(e)(4) of the Code or
any successor statute thereto), then, only with respect to corporate
matters relating to a corporate merger or consolidation, recapitalization, reclassification, liquidation, dissolution, sale of
substantially all assets of a trade or business, or such other similar
transaction that any regulations promulgated under such Code
section may require, all shares (including fractional shares) of
Common Stock allocated and credited to the Matching Contribution
Account, Optional Employer Contribution Account and ESOP
Contribution Accounts of Participants will be voted in accordance
with the directions of such Participants as given to the ESOP
Trustee. Each Participant will be entitled to direct the voting only of
the shares (including fractional shares) of Common Stock allocated
to his or her Matching Contribution Account, Optional Employer
Contribution Account or ESOP Contribution Account.



     (3) If this Section 6.4 applies to shares (including
fractional shares) of Common Stock allocated to the Matching


50









 




Contribution Account, Optional Employer Contribution Account or the ESOP Contribution
Account of a deceased Participant, such Participant’s beneficiary will be entitled to
direct the voting with respect to such shares of Common Stock as if such beneficiary were
the Participant.


     (b) If Participants are entitled under this Section 6.4 to direct the vote with respect
to allocated shares (including fractional shares) of Common Stock, then, at least 30 days before
each annual or special shareholders’ meeting of the Company (or, if such schedule cannot be met, as
early as practicable before such meeting), the ESOP Trustee will furnish to each Participant a copy
of the proxy solicitation material sent generally to shareholders, together with a form requesting
confidential instructions on how the shares of Common Stock allocated to such Participant’s
Matching Contribution Account, Optional Employer Contribution Account or ESOP Contribution Account
(including fractional Common Stock to 1/10th of a share of Common Stock) are to be voted. Upon
timely receipt of such instructions, the ESOP Trustee (after combining votes of fractional shares
of Common Stock to give effect to the greatest extent possible to Participants’ instructions) will
vote the shares of Common Stock as instructed. The instructions received by the ESOP Trustee from
Participants will be held by the ESOP Trustee in strict confidence and will not be divulged or
released to any person including, without limitation, officers or Employees of the Company or any
Related Company, or employees of any other company. The ESOP Trustee and the Company will not make
recommendations to Participants on whether to vote or how to vote. If voting instructions for
Common Stock allocated to any Participant are not timely received from the Participant for a
particular shareholders’ meeting, the ESOP Trustee may direct the manner in which such shares of
Common Stock will be voted. In the absence of any such direction from the Participant, the ESOP
Trustee may vote such Common Stock if it determines that it is required to do so by ERISA.


     (c) The ESOP Trustee will vote unallocated shares (including fractional shares) of
Common Stock held in the ESOP Trust and Common Stock allocated to the Matching Contribution
Account, Optional Employer Contribution Account or the ESOP Contribution Accounts of Participants
from whom voting instructions are not required to be solicited under Section 6.4(a)(1) or Section
6.4(a)(2) in accordance with ERISA and the best interests of the Participants and their
beneficiaries.


51








 




     (d) The ESOP Trustee will notify each Participant of each tender or exchange offer for
the shares (including fractional shares) of Common Stock and utilize its best efforts to distribute
or cause to be distributed to each Participant in a timely manner all information distributed to
shareholders of the Company in connection with any such tender or exchange offer. Each Participant
will have the right from time to time with respect to the shares of Common Stock allocated to his
or her Matching Contribution Account, Optional Employer Contribution Account or her ESOP
Contribution Account (including fractional Common Stock to 1/10th of a share of Common Stock) to
instruct the ESOP Trustee in writing as to the manner in which to respond to any tender or exchange
offer which will be pending or which may be made in the future for all Common Stock or any portion
thereof. A Participant’s instructions will remain in force until superseded in writing by the
Participant. The ESOP Trustee will tender or exchange whole Common Stock only as and to the extent
instructed unless the ESOP Trustee determines that it is required to do otherwise by ERISA. Except
to the extent required to comply with the law, the individual instructions received by the ESOP
Trustee from Participants will be held by the ESOP Trustee in strict confidence and will not be
divulged or released to any person, including, without limitation, officers or Employees of the
Company or any Related Company, or employees of any other company;
provided, however, that
the ESOP Trustee will advise the Company, at any time upon request, of the total number of shares
of Common Stock not subject to instructions to tender or exchange.




     (e)
If Section 6.4(d) applies to shares (including fractional shares) of Common Stock allocated
to the Matching Contribution Account, Optional Employer Contribution Account or the ESOP
Contribution Account of a deceased Participant, such Participant’s
Beneficiary will be entitled to direct the manner in which to respond to
any tender or exchange offer as if such beneficiary were the
Participant.




     (f) The ESOP Trustee will sell, convey or transfer any
unallocated shares (including fractional shares) of Common Stock held in
the ESOP Trust in response to a tender or exchange offer. The ESOP
Trustee will tender or exchange shares (including fractional shares) of
Common Stock only as and to the extent instructed unless the ESOP
Trustee determines that it is required to do otherwise by ERISA. In
exercising any discretion or power, the ESOP Trustee may consider all
legally permissible facts and circumstances.



52









 




          6.5. Voting. For purposes of Section 6.4(b), the number of shares
(including fractional shares) of Common Stock that each Participant may direct the ESOP
Trustee to vote will be the number of shares of Common Stock owned by the ESOP Trust
(excluding encumbered shares of Common Stock held in the suspense account)
multiplied by a fraction, the numerator of which is the number of Participation Units in
such Participant’s ESOP Contribution Account and the denominator of which is the
number of Participation Units allocated to the ESOP Contribution Accounts of all
Participants. If requested by a Participant, the ESOP Trustee will advise the Participant
of the number of shares allocated to such Participant, were his or her Matching
Contribution Account, Optional Employer Contribution Account and ESOP Contribution
Account converted to shares of Common Stock (with and without regard to the schedule
of vesting of benefits at Section 8.2 below).




          6.6. Dividends. All dividends paid with respect to Common Stock owned
by the ESOP Trust will, in the discretion of the Company, be (a) retained by the ESOP
Trustee and added to the corpus of the ESOP Trust, (b) paid in cash directly to the
Participants, (c) paid to the ESOP Trustee and distributed in cash to the Participants no
later than ninety (90) days after the close of the Plan Year in which the dividend was
paid, or (d) used to repay a loan described in Section 6.1. In the event of a distribution or
payment of dividends to the Participants, each Participant will receive that portion of
dividends paid with respect to Common Stock owned by the ESOP Trust which is equal
to the total amount of the dividends multiplied by a fraction of which the numerator is the
number of Participation Units in such Participant’s Matching Contribution Account,
Optional Employer Contribution Account and ESOP Contribution Account and the
denominator of which is the number of Participation Units allocated to the Matching
Contribution Accounts, Optional Employer Contribution Accounts and the ESOP
Contribution Accounts of all Participants.




          In the event that dividends are used to repay a loan described in Section 6.1, shares of
Common Stock released from the suspense account (due to repayment of the loan with dividends paid
with respect to such shares) will be allocated to Participants Matching Contribution Accounts,
Optional Employer Contribution Accounts and ESOP Contribution Accounts according to the number of
shares of Common Stock held in such accounts on the dividend declaration date. The shares of Common
Stock so allocated to a Participant’s Matching Contribution Account, Optional Employer Contribution
Account and ESOP Contribution Account must have a fair market value of not less than the amount of
such dividend which would have been allocated to such Participant’s Matching Contribution Account,
Optional Employer Contribution Account and ESOP Contribution Account had the dividend not been used
to repay a loan described in Section 6.1.




          6.7.
Restrictions on Certain Transactions Involving Common Stock. Notwithstanding any
other provision of the Plan to the contrary, the Plan Administration





53









 




Committee may, from time to time, implement restrictions with respect to certain transactions for
specified periods of time involving Common Stock under the Plan, including, without limitation,
restrictions on (a) enrollment in the Plan, (b) change in the rate of contributions to the Plan,
(c) interfund transfers under the Plan, (d) changes in investment elections under the Plan, and (e)
in-service withdrawals, loans and distributions under the Plan. The Plan Administration Committee
will determine the duration and nature of such restrictions in their sole discretion and will
communicate such restrictions to the Participants and other interested parties within a reasonable
period of time in advance of the implementation of such restrictions.


ARTICLE VII


ACCOUNTS AND INVESTMENTS 


          7.1. Establishment of 401(k) Savings Accounts.


               (a) The 401(k) Savings Trustee will maintain or cause to be maintained
separate accounts for each Participant as follows:


          (i) a Salary Reduction Contribution Account, in which will be recorded any
Salary Reduction Contributions (except Roth 401(k) Contributions), Qualified Non-Elective
Contributions, Qualified Matching Contributions, and Adjustments due to any earnings on and
changes in value of such Account or due to payments and withdrawals from this Account on
the Participant’s behalf;


          (ii) a Roth 401(k) Contribution Sub-Account, in which will be recorded any Roth
401(k) Contributions and Adjustments due to any earnings on and changes in value of such
Sub-Account or due to payments and withdrawals from this Sub-Account on the Participant’s
behalf;



          (iii) a Catch-Up Contribution Sub-Account, in which will be recorded any Catch-Up
Contributions (except Roth 401(k) Catch-Up Contributions) and Adjustments due to any
earnings on and changes in value of such Sub-Account or due to payments and withdrawals from
this Sub-Account on the Participant’s behalf;



          (iv) a Roth 401(k) Catch-Up Contribution Sub-Account, in which will be recorded
any Roth 401(k) Catch-Up Contributions and Adjustments due to any earnings on and changes
in value of such Sub-Account or due to payments and withdrawals from this Sub-Account on the
Participant’s behalf;


54








 




          (v) an After-Tax Contribution Account, in which will be recorded any After-Tax
Contributions and Adjustments due to any earnings on and changes in value of such Account
or due to payments and withdrawals from this Account on the Participant’s behalf;


          (vi) a Matching Contribution Account, in which will be recorded the Participant’s
share of any Matching Contributions and Discretionary Profit-Sharing Contributions made in
cash and Adjustments due to any earnings on and changes in value of such Account or due to
payments and withdrawals from this Account on the Participant’s behalf;


          (vii) an Optional Employer Contribution Account, in which will be recorded the
Participant’s share of any Optional Employer Contributions made in cash and Adjustments
due to any earnings on and changes in value of such Account or due to payment and
withdrawals from this Account on the Participant’s behalf;


          (viii) an ESOP Diversification Account, in which will be recorded any ESOP
Contributions diversified pursuant to Sections 7.5 and 9.4 and Adjustments due to any
earnings on and changes in value of such Account or due to payments and withdrawals from
this Account on the Participant’s behalf;


          (ix) a Rollover Contribution Account, in which will be recorded any Rollover
Contributions (except Rollover Contributions that are required to be maintained in a
separate designated Roth account pursuant to Treasury regulations issued under 401(k) of
the Code) and Adjustments due to any earnings on and changes in value of such Account or
due to payments and withdrawals from this Account on the Participant’s behalf; and


          (x) a Roth 401(k) Rollover Contribution Sub-Account, in which will be recorded
any Rollover Contributions that are required to be maintained in a separate designated Roth
account pursuant to Treasury regulations issued under Section 401(k) of the Code and
Adjustments due to any earnings on and changes in value of such Sub-Account or due to
payments and withdrawals from this Sub-Account on the Participant’s behalf.


               (b) The ESOP Trustee will maintain or cause to be maintained, the accounts and
sub-accounts for each Participant, as follows:


          (i) an ESOP Contribution Account in which will be recorded any ESOP
Contributions and Adjustments to any earnings on and change in value of such Account or due
to payments from this Account on the Participant’s behalf;


55








 




          (ii) a Matching Contribution Stock Sub-Account under each Matching Contribution
Account in which will be recorded any Matching Contributions and Discretionary
Profit-Sharing Contributions made in Participation Units in accordance with Section
4.3(b) and Adjustments to any earnings on and change in value of such Sub-Account or due
to payments from this Account on the Participant’s behalf; and


          (iii) an Optional Employer Contribution Stock Sub-Account under each Optional
Employer Contribution Account in which will be recorded any Optional Employer
Contributions made in Participation Units in accordance with Section 4.4(b) and
Adjustments to any earnings on and change in value of such Sub-Account or due to payments
from this Account on the Participant’s behalf.


               (c) In accordance with Section 22.13, The Lincoln National Life Insurance Company will
continue to maintain separate accounts for those Participants whose assets are invested pursuant
to the QPC GAC. Separate accounts will be maintained for elective deferrals that were made by the
Participants, rollover contributions that were made by the Participants, and discretionary
contributions that were made by the Quality Planning Corporation, in each case made under the
Quality Planning Corporation 401-K Profit Sharing Plan for the period before January 1, 2006.


          7.2. Investment Funds. Each contribution credited to a Participant’s Salary Reduction
Contribution Account, Roth 401(k) Contribution Account, After-Tax Contribution Account, Matching
Contribution Account (made in cash), Optional Employer Contribution Account (made in cash),
Rollover Contribution Account, and amounts transferred into the ESOP Diversification Account will
be transmitted to and maintained in any Investment Fund that the Trusts Investment Committee may
authorize from time to time, in such multiples of one percent (1%) as the Participant will direct.
The same investment direction will apply to all contributions described in the immediately
preceding sentence. A Participant may elect a new Investment Fund for future contributions or for
his or her existing accounts in accordance with procedures as will be adopted by the Plan
Administration Committee, which procedures will accommodate a telephone response system for making
investment elections and changes on a daily basis. If a Participant has not made an investment
election, the above accounts will be invested in the Investment Fund selected by the Trusts
Investment Committee to be the default Investment Fund, until such time as the Participant makes an
affirmative election designating the specific Investment Fund or Funds in which his or her
contributions are to be invested. Notwithstanding the foregoing, assets held under the QPC GAC will
continue to be invested in the investment options available under such group annuity contract, as
the Participant directs from time to time.


          7.3.
[RESERVED].

56








 




          7.4. Matching Contributions and Optional Employer Contributions Made in
Participation Units.



               (a) Matching Contributions made in accordance with Section 4.3(b)
will be invested initially in Participation Units. A Participant may, on a daily basis, direct
the transfer and conversion of all or any part of the value of his or her Matching
Contribution Stock Sub-Account, in multiples of one percent (1%), into the Matching
Contribution Cash Sub-Account for investment in Investment Funds under the 401(k)
Savings Trust; provided, however, that a Participant shall not be permitted to reinvest any
portion of his or her Matching Contribution Cash Stock Sub-Account in Participation
Units.


               (b) Optional Employer Contributions made in accordance with Section
4.4(b) will be invested initially in Participation Units. A Participant may, on a daily
basis, direct the transfer and conversion of all or any part of the value of his or her
Optional Employer Contribution Stock Sub-Account, in multiples of one percent (1%),
into the Optional Employer Contribution Cash Sub-Account for investment in Investment
Funds under the 401(k) Savings Trust; provided, however, that a Participant shall not be
permitted to reinvest any portion of his or her Optional Employer Contribution Cash Sub-
Account in Participation Units.


          7.5. ESOP Contributions. Except as provided in this Section 7.5 and in
Section 9.4, ESOP Contributions allocated to a Participant’s ESOP Contribution Account
will remain in such Account in accordance with the terms of Section 5.4 of this Plan.
Notwithstanding the foregoing, effective as of January 1, 2005, a Participant may, on a
daily basis, direct the transfer and conversion of multiples of one percent (1%) which will
not exceed thirty-five percent (35%) of the total cumulative number of Participation Units
allocated to his or her ESOP Contribution Account into the ESOP Diversification
Account for investment in the Investment Funds offered in the 401(k) Savings Trust;
provided, however, that a Participant shall not be permitted to reinvest any portion of his
ESOP Contribution Account in Participation Units.


          7.6. Transfers and Conversions. A Participant may, on a daily basis, direct
the transfer and conversion of part or all of the value in his or her Accounts in multiples
of one percent (1%) (subject to the limitations set forth in Sections 7.4 and 7.5) which are
maintained in one Investment Fund to another Investment Fund.


          7.7. Participant Investment Instructions. All changes in investment
directions under Section 7.2 and requests for transfer or conversion of funds under
Section 7.6 received by the 401(k) Savings Trustee or the ESOP Trustee, as the case may
be, in a manner prescribed by the Plan Administration Committee will be made, and the
amount to be transferred or converted will be determined, on the basis of the value of the


57








 




Participant’s Account or Accounts on that day. Notwithstanding the foregoing, changes in
investment directions and requests for transfer or conversion of funds with respect to assets
held under the QPC GAC will be administered in accordance with the procedures established by
The Lincoln National Life Insurance Company from time to time.



          Under the Plan, which is intended to constitute a plan described in Section 404(c) of ERISA,
each Participant will be solely responsible for his or her investment instructions (except as
where specified otherwise) and no fiduciary of the Plan will subject Participants to improper
influence with respect to the making of such investment instructions.



          Except as specified herein, in no event will the Participant with respect to such Accounts
purchase stock or securities of any Participating Employer (including Qualifying Employer
Securities as defined in Section 407(d)(5) of ERISA), purchase, sell, invest or acquire an interest
in options, limited or general partnerships, commodities, precious metals or stocks, bonds, or
other investment assets whose ownership interests are not traded on a recognized United States
securities market, or maintain a margin account. All brokerage fees and other expenses associated
with activity in the Accounts will be charged to such Account or Accounts. There will also be
charged to each Account, as the case may be, 401(k) Savings Trustee or ESOP Trustee fees and record
keeping fees associated with the Account as determined from time to time by the Plan Administration
Committee.



          7.8. Valuation. Except as otherwise provided below, or as directed by the Trusts
Investment Committee subject to approval by the 401(k) Savings Trustee or ESOP Trustee, as the case
may be, the assets of the 401(k) Savings Trust Fund or the ESOP Trust, and the assets held under
the QPC GAC, as the case may be, will be valued at their current fair market value as of each
Valuation Date, and the earnings and losses of the 401(k) Savings Trust Fund or ESOP Trust, and
under the QPC GAC, as the case may be, since the immediately preceding Valuation Date will be
allocated to the separate Accounts of all Participants and former Participants under the Plan in
the ratio that the fair market value of each such Account as of the immediately preceding Valuation
Date, reduced by any distributions or withdrawals therefrom since such preceding Valuation Date,
bears to the total fair market value of all separate Accounts as of the immediately preceding
Valuation Date, reduced by any distributions or withdrawals therefrom since such preceding
Valuation Date; provided, however, that if Participant directed investments the earnings
and losses of each separate Account will be allocated solely to such Account.


          The dividends, capital gain distributions, and other gains or losses received on any share or
unit of a regulated investment company or collective investment fund, or on any other investment
that is specifically credited to a Participant’s separate Accounts


58








 




under the Plan and/or held under a custodial agreement will be allocated to such separate Account
and, in the absence of investment directions to the contrary, immediately reinvested, to the extent
practicable, in additional shares or units of such regulated investment company or collective
investment fund, or in such other investments.


          The value of the ESOP Contribution Account and the portion of the Matching Contribution
Account and Optional Employer Contribution Account, if any, which are invested in Participation
Units will be valued in accordance with Section 6.2 of the Plan.


          7.9. Fund Reports. Each of the 401(k) Savings Trustee, the ESOP Trustee, and The
Lincoln National Life Insurance Company will keep or cause to be kept appropriate books of accounts
in regard to the assets of the Plan. The 401(k) Savings Trustee and the ESOP Trustee will, within a
reasonable time after the end of each calendar quarter (or, with respect to The Lincoln National
Life Insurance Company, at such time periods as it determines from time to time), submit or cause
to be submitted a report on each Investment Fund or other investment option to each Participant,
which will include a list of investments comprising such Investment Fund at the end of the period
covered by the report, showing the valuation placed on each item on such list at the end of the
period covered by the report and the total of such valuation, and will include a statement of
income and disbursements since the last report. Copies of such reports will be available for
inspection by a Participant at the principal office of any Participating Employer and at such other
place as the Plan Administration Committee will specify.


          The ESOP Trustee will also provide the Participant’s with a valuation of the Common Stock in
accordance with the provisions of Section 5.5 of the Plan.


ARTICLE VIII


VESTING 


          8.1. Vesting in the 401(k) Savings Account.


               (a) Vesting in Salary Reduction, Roth 401(k), After-Tax, and Rollover
Contribution Accounts. A Participant will at all times be 100%
vested and have a non-forfeitable interest in his or her Salary Reduction Contribution, Roth 401(k) Contribution
Account, After-Tax Contribution Account, and Rollover Contribution Account.


               (b) Vesting
in Matching Contribution Account. Each Employee who
was a Participant in the Plan on December 31, 2001 and who remains an Employee on
January 1, 2002 will become 100% vested and have a nonforfeitable interest in his or her
Matching Contribution Account in accordance with the following schedule:


59








 





	 	 	 	 	 
	  401(k) Years of  	 	Percent Vested in
	Vesting Service	 	Matching Contribution Account
	After 2 Year
	 	 	20	%
	After 3 Years
	 	 	40	%
	After 4 Years
	 	 	60	%
	After 5 Years
	 	 	100	%




provided,
however, that a Participant will be fully 100% vested in his or her Matching
Contribution Account when he or she has attained Normal Retirement Age, or in the event of death
or Disability. Notwithstanding any other provision of the Plan to the contrary, each Employee of
Applied Insurance Research, Inc. who (i) was a participant in the AIR 401(k) Plan as of December
31, 2001, (ii) remained an Employee of Applied Insurance Research, Inc. on January 1, 2002, and
(iii) was an Employee of Applied Research Inc. on May 14, 2002 will become 100% vested and have a
nonforfeitable interest in his or her Matching Contribution Account in accordance with the
schedule set forth in this Section 8.1(b).



               (c) Vesting in Matching Contribution Account. Each Employee who first becomes a
Participant in the Plan on or after January 1, 2002 will become 100% vested and have a
nonforfeitable interest in his or her Matching Contribution Account in accordance with the
following schedule:


	 	 	 	 	 
	  401(k) Years of  	 	Percent Vested in
	Vesting Service	 	Matching Contribution Account
	After 2 Years
	 	 	20	%
	After 3 Years
	 	 	40	%
	After 4 Years
	 	 	60	%
	After 5 Years
	 	 	80	%
	After 6 Years
	 	 	100	%




provided,
however, that a Participant will be fully 100% vested in his or her Matching
Contribution Account when he or she has attained Normal Retirement Age, or in the event of his or
her death or Disability. Notwithstanding any other provision of the Plan to the contrary, each
Employee of Applied Insurance Research, Inc. who was not a


60








 




participant in the AIR 401(k) Plan as of December 31, 2001, will become 100% vested and have a
nonforfeitable interest in his or her Matching Contribution Account in accordance with the
schedule set forth in this Section 8.1(c).




               (d) Matching Contribution Account Restoration of Service. In addition to any
other provisions set forth in the Plan and the Prior 401(k) Plan, the following rules will
apply to account balances accrued on and after January 1, 2004:




     (i) If a Participant was vested in any portion of his or her
Matching Contribution Account (whether or not distribution of any benefits
has been made) prior to the time he or she incurred a period of one or
more One-Year Break(s) in Service, any 401(k) Years of Vesting Service
earned prior to such break in service will be restored as of the date his
or her participation in the Plan recommences. In the case of a Participant
who was not vested in any portion of his or her Matching Contribution
Account prior to the time of a One-Year Break in Service, his or her
401(k) Years of Vesting Service earned prior to such break in service will
be restored only if the number of such Participant’s consecutive One-Year
Breaks in Service is less than the greater of: (a) his or her 401(k) Years
of Vesting Service earned before such break in service (excluding any
401(k) Years of Vesting Service not required to be taken into account by
reason of the Plan’s break-in service rules) or (b) five (5).




     (ii) If a Participant has incurred five (5) or more consecutive
One-Year Breaks in Service, all 401(k) Years of Vesting Service after such
One-Year Breaks in Service will be disregarded for the purpose of vesting
the Participant in his or her Matching Contribution Account that accrued
before such One-Year Breaks in Service. However, subject to Section
8.1(d)(i) above, both pre-break and post-break service will count for the
purposes of vesting the Participant in amounts that his or her Matching
Contribution Account accrues after such breaks.




     (iii) Subject to Section 8.1(d)(i) above, in the case of a
Participant who does not have five (5) consecutive One-Year Breaks In
Service, both the pre-break and post-break service will count in vesting
both the pre-break and post-break Matching Contribution Account.



61









 




               (e) Vesting in Optional Employer Contribution Account. A
Participant will become 100% vested and have a nonforfeitable interest in his or her
Optional Employer Contribution Account upon accruing five (5) 401(k) Years of Vesting
Service; provided, however, that a Participant will be fully 100% vested in his or her
Optional Employer Contribution Account when he or she has attained Normal Retirement
Age, or in the event of death or Disability.



               (f) Optional Employer Contribution Account Restoration of Service:
In addition to any other provisions set forth in the Plan, the following rules will apply to
Optional Employer Contribution Account balances:




     (i) If a Participant was vested in any portion of his or her
Optional Employer Contribution Account (whether or not distribution of any
benefits has been made) prior to the time he or she incurred a period of
one or more One-Year Break(s) in Service, any 401(k) Years of Vesting
Service earned prior to such break in service will be restored as of the
date his or her participation in the Plan recommences. In the case of a
Participant who was not vested in any portion of his or her Optional
Employer Contribution Account prior to the time of a One-Year Break in
Service, his or her 401(k) Years of Vesting Service earned prior to such
break in service will be restored only if the number of such Participant’s
consecutive One-Year Breaks in Service is less than the greater of: (a) his
or her 401(k) Years of Vesting Service earned before such break in service
(excluding any 401(k) Years of Vesting Service not required to be taken
into account by reason of the Plan’s break-in service rules); and (b) five
(5).




     (ii) If a Participant has incurred five (5) or more consecutive
One-Year Breaks in Service, all 401(k) Years of Vesting Service after such
One-Year Breaks in Service will be disregarded for the purpose of vesting
the Participant in his or her Optional Employer Contribution Account that
accrued before such One-Year Breaks in Service. However, subject to Section
8.1 (f)(i) above, both pre-break and post-break service will count for the
purposes of vesting the Participant in amounts that his or her Optional
Employer Contribution Account accrues after such breaks.




     (iii) Subject to Section 8.1 (f)(i) above, in the case of a
Participant who does not have five (5) consecutive One-Year Breaks In
Service, both the pre-break and post-break service will



62









 




     count in vesting both the pre-break and post-break Optional Employer
Contribution Account.


               (g) Forfeitures Reduce Contributions. The amount of any Participant’s Matching
Contribution Account or Optional Employer Contribution Account that is forfeited hereunder because
a Participant has not fully vested in his or her Matching Contribution Account or Optional Employer
Contribution Account, as the case may be, will be applied as a credit toward (i) the Matching
Contributions of the 401(k) Participating Employer or (ii) the Optional Employer Contributions of
the Optional Employer Contribution Participating Employer which made the contributions, as
applicable, in the succeeding month or months or year (in the case of Optional Employer
Contributions). Any cash forfeitures of Participants’ Matching Contribution Accounts or Optional
Employer Contribution Accounts for a Plan Year will be held in a suspense account by the ESOP
Trustee for the Plan Year and then converted to Participation Units at such Participation Units’
value as of the last Appraisal Date for such Plan Year. The Participation Units will then be
applied as a credit towards (i) the Matching Contributions of the 401(k) Participating Employer or
(ii) the Optional Employer Contributions of the Optional Employer Contribution Participating
Employer which made the contributions, as applicable, in the succeeding month or months.


               (h) Vesting in Employer Contributions by QPC Participants. Notwithstanding
anything in this Article VIII to the contrary, each Employee of Quality Planning Corporation will
become 100% vested and have a nonforfeitable interest in any part of his or her account balance
that is attributable to employer contributions that were held under the Quality Planning
Corporation 401-K Profit Sharing Plan as of the close of business on December 31, 2005 (and any
earnings thereon) in accordance with the following schedule:


	 	 	 	 	 
	  401(k) Years of  	 	Percent Vested in
	Vesting Service	 	Matching Contribution Account
	After 1 Year
	 	 	20	%
	After 2 Years
	 	 	40	%
	After 3 Years
	 	 	60	%
	After 4 Years
	 	 	80	%
	After 5 Years
	 	 	100	%




63








 




          8.2. Vesting in the ESOP Contribution Account and ESOP Diversification Account.



               (a) Vesting. If a Participant reaches Normal Retirement Age, if a
Participant is terminated due to a Disability Retirement, if a Participant dies while in the
employ of an ESOP Participating Employer or if a Participant resigns or is dismissed
from the employ of an ESOP Participating Employer after completing five (5) ESOP
Years of Vesting Service, the entire balances of the Participant’s ESOP Contribution
Account and ESOP Diversification Account as of the Appraisal Date or Reappraisal Date
coincident with or next preceding the Termination Date (after all Adjustments then
required under the Plan have been made) will become nonforfeitable, and will be
distributed to or for his or her benefit or, in the event of his or her death, to or for the
benefit of his or her Beneficiary in accordance with the applicable provisions of
Article XII.


               (b) ESOP Account Restoration of Service. In addition to any other
provisions set forth in the Plan or in the ISO ESOP, effective for account balances
accrued on and after January 1, 2004, a Participant’s ESOP Years of Vesting Service
earned before such Participant incurs a One-Year Break in Service will be restored only if
his or her number of consecutive One-Year Breaks in Service is less than the greater of:
(i) his or her pre-break ESOP Years of Vesting Service (excluding any ESOP Years of
Vesting Service not required to be taken into account by reason of the Plan’s break-in
service rules) or (ii) five (5).


               (c) Treatment of Forfeitures. If a Participant resigns or is dismissed
from the employ of the Company or a Related Company before completing five (5)
ESOP Years of Vesting Service, the Participant’s ESOP Contribution Account and ESOP
Diversification Account will constitute a forfeiture and will be deemed distributed to him
or her in an amount equal to zero dollars ($0). Any such forfeiture of Participant Units or
cash will be reallocated to the ESOP Contribution Accounts of those persons who, on the
Anniversary Date ending the Plan Year during which the forfeiture occurred, are eligible
to participate in Company contributions, and will be allocated in the same manner as
Participant Units are allocated pursuant to Section 5.4 hereinabove (any cash forfeitures
for a Plan Year will be: (1) held in a suspense account by the ESOP Trustee;
(2) converted to Participation Units at such Participation Units’ value as of the first
Appraisal Date immediately following such cash forfeiture; and (3) reallocated to the
Participants in accordance with this Section 8.2(c) immediately following such Plan
Year). If a Participant who has received a deemed distribution in accordance with
Section 8.2(c) resumes employment with the Company or a Related Company before
incurring five (5) consecutive One-Year Breaks in Service, he or she will be deemed to
have repaid such deemed distribution upon his or her reemployment and his or her
unvested Participation Units will be recredited to his or her ESOP Contribution Account.



64











 





ARTICLE IX




IN-SERVICE WITHDRAWALS




          9.1.
Withdrawals from After-Tax and Rollover Contribution Accounts and
Roth 401(k)
Rollover Contribution Sub-Account. A Participant will have the right to withdraw the dollar
amount that he or she selects from his or her After-Tax Contribution Account, Rollover Contribution
Account, and Roth 401(k) Rollover Contribution Sub- Account as of the Valuation Date occurring
after receipt of a request for such withdrawal. A Participant may make such a withdrawal only once
during a twelve (12) month period from each of his or her (a) After-Tax Contribution Account and
(b) Rollover Contribution Account or Roth 401(k) Rollover Contribution Sub-Account. If the value
of his or her After-Tax Contribution Account, or Rollover Contribution Account plus Roth 401(k)
Rollover Contribution Sub-Account, is less than $1,000, any withdrawal pursuant to this Section 9.1
must be of one hundred percent (100%) of such value.




          9.2. Withdrawals from Salary Reduction Contribution Account and Roth 401(k)
Contribution and Roth 401(k) Catch-Up Contribution Sub-Accounts. After a Participant attains
age
591/2, he or she may withdraw, upon request no more than once during a twelve-month period, the
dollar amount that he or she selects from his or her Salary Reduction Contribution Account, Roth
401(k) Contribution Sub-Account, and Roth 401(k) Catch-Up Contribution Sub-Account. At the same
time, he or she may also withdraw all of the earnings attributable thereto if he or she has fully
withdrawn all of his or her Salary Reduction Contributions and
Catch-Up Contributions. If the value
of his or her Salary Reduction Contribution Account, or Roth 401(k) Contribution Sub-Account plus
Roth 401(k) Catch-Up Contribution Sub-Account, is less than $1,000, any withdrawal pursuant to
this Section 9.2 must be of one hundred percent (100%) of such value.




          9.3. No Withdrawals from Matching Contribution Account or Optional Employer Contribution
Account. No withdrawals from a Participant’s Matching Contribution Account or Optional Employer
Contribution Account will be permitted and no amounts will be distributed therefrom prior to
termination of employment, except as otherwise provided in Article 9 hereof.




          9.4. Withdrawals from and Diversification of ESOP Contribution Account. No withdrawals
are permitted from a Participant’s ESOP Contribution Account. Subject to Section 7.5 of the Plan,
Participants are entitled to diversify a portion of their ESOP Contribution Account into their ESOP
Diversification Account for investment in the Investment Funds available in the 401(k) Savings
Trust. If a Participant attains age fifty- five (55) and has ten (10) years of participation in the
Plan (so that he or she is a “Qualified Participant”), the Participant will be entitled, during the
first five (5) years of




65









 




the Qualified Election Period (as defined below), to a distribution of the value
(determined as of the last preceding Appraisal) of up to thirty-five percent (35%) of
the Participation Units credited to his or her ESOP Contribution Account, and, in the
last year of the Qualified Election Period, sixty percent (60%) of the Participation
Units credited to his or her ESOP Contribution Account. The “Qualified Election Period”
means the six (6) Plan Years beginning with the Plan Year during which a Participant
becomes a Qualified Participant.



          A Qualified Participant may make an election to diversify pursuant to this Section
9.4 on a daily basis during the Qualified Election Period. The number of Participation
Units that may be diversified is determined by multiplying the number of Participation
Units credited to the Participant’s ESOP Contribution Account (including Participation
Units which has previously been diversified pursuant to this Section or Section 7.5 of
the Plan) by thirty-five percent (35%), or sixty percent (60%) if the Participant has
attained age sixty (60) and has ten (10) years of participation in the Plan. The
Participant may elect to diversify all or any portion of this eligible amount.



          9.5.
Time of Payment of Withdrawals. Withdrawals under Sections 9.1, 9.2
and 9.3 will be paid to the Participant as soon as practicable following the application
and approval of such withdrawal.



          9.6.
Hardship Withdrawals.



               (a) A Participant may apply for a hardship distribution once during a twelve (12)
month period. The amount of the hardship distribution may not exceed the sum of (i) the
Participant’s vested ESOP Diversification Account, (ii) the Participant’s Salary
Reduction Contributions and Catch-Up Contributions, plus (iii) income allocated to the
Participant’s Salary Reduction Contribution Account as of December 31, 1988. Any
application for a hardship withdrawal will be made on a written form prescribed by the
Plan Administration Committee, will designate to what extent the withdrawal is to be made
from any Roth 401(k) Contributions and Roth 401(k) Catch-Up Contributions, and will be
approved by the Plan Administration Committee if the Participant demonstrates that such
withdrawal is for an immediate and heavy financial need of the Participant that cannot be
satisfied by other reasonably available resources. The following are the only financial
needs that will be deemed immediate and heavy:



          (1) payment of medical expenses (described in Section 213(d) of
the Code) incurred by the Participant, the Participant’s spouse or
dependents (as defined in Section 152 of the Code);


66








 






          (2) purchase, excluding mortgage payments, of a principal
residence for the Participant;




          (3) payment of tuition for the next semester or quarter of
post-secondary education, or tuition due before the beginning of an academic
year in excess of a semester’s tuition, for the Participant, the
Participant’s spouse, children or dependents;




          (4) payment to prevent the eviction of the Participant from his or her
principal residence or the foreclosure of the mortgage on the Participant’s
principal residence; or




          (5) funeral expenses upon the death of a family member including
spouse, parents, child or other dependents (as defined in Section 152 of the
Code without regard to Section 152(d)(1 )(B) of the Code).


The
Participant will provide a written statement, on a form prescribed by the Plan Administration
Committee, indicating the type of immediate and heavy financial need and the amount of such need,
and attach supporting documentation.




               (b) A requested hardship withdrawal will be considered necessary to satisfy such need upon
receipt of a written representation from the Participant that, in the Participant’s opinion, such
need cannot be relieved through:




          (1) reimbursement or compensation by insurance;




          (2) reasonable liquidation of the Participant’s assets to the extent
that such liquidation is feasible and does not itself cause an immediate and
heavy financial need;




          (3) cessation of the Participant’s Salary Reduction Contributions
under the Plan;




          (4) other distributions or nontaxable loans from plans maintained by
any 401(k) Participating Employer; or




          (5) borrowing from commercial sources on reasonable terms.



          9.7. Plan Loans.





67









 








               (a) Loans will be made available to all Participants who are actively employed by a 401(k)
Participating Employer and, unless otherwise prohibited under the Code, all current and former
Employees who are parties in interest as defined in ERISA, on a nondiscriminatory and reasonably
equivalent basis. The Plan Administration Committee will establish procedures to permit Participant
loans under the Plan including loans by a telephone response system pursuant to procedures to
insure compliance with the Code and ERISA requirements applicable to loans.



               (b) To receive a loan from the Plan, a Participant must complete the process established by
the Plan Administration Committee and authorize payroll deductions for payment of interest and
principal in accordance with procedures adopted by the Plan
Administration Committee. To secure
repayment of the loan, the Participant will (within the 90 day period that ends on the date on
which the loan is to be so secured), consent to any future distribution which may result from a
setoff of the loan against the Participant’s Accounts (other than an ESOP Contribution Account).



               (c) The amount of the loan will not be less than $1,000 nor more than 50 percent of the
first
$ 100,000 of the vested balance in the Participant’s Accounts. The 50 percent limitation will be
reduced by the highest outstanding balance of loans to the Participant from the Plan during the
one-year period ending on the day before the date on which the loan is made. At the time of the
loan, the Participant must designate to what extent the loan is to be made from the Participant’s
Roth 401(k) Contribution Account or from the Participant’s other Accounts.



               (d) The loan amounts will be amortized on a level basis over a repayment period from one (1)
to five (5) years as elected by the Participant, and payments will be required not less frequently
than quarterly. Any outstanding loan will  become due and payable as of the end of the second
month following the month of the Participant’s termination of employment.



               (e) The Plan Administration Committee will establish the rate of interest for a Participant
loan but may, if in the Plan Administrator’s judgment it is determined reasonable, use an interest
rate equal to one percentage point above the prime rate, as shown in the Money Rates published in
The Wall Street Journal on the first business day of the month in which the loan is taken;
provided, however, that such interest rate will be reduced, if necessary, so as not to
violate any applicable criminal usury law then in effect. The interest rate so determined will be
fixed for the term of the loan.



               (f) Loan repayments will be suspended under the Plan as permitted by Section 414(u) of the
Code.



68









 





               (g) The Plan Administration Committee may adopt and announce additional loan rules not
inconsistent with the provisions of this Section.



               (h) The foregoing provisions of this section notwithstanding, the 401(k) Savings Trustee
reserves the right to stop granting loans to Participants at any time.



               (i) Notwithstanding any other provision, no loans will be permitted from the balances in the
Participants’ Accounts held in the ESOP Trust.



          9.8. Certain Withdrawals by AppIntelligence Employees. Notwithstanding anything in
this Article IX to the contrary, any Employee of AppIntelligence, Inc. (now known as Interthinx,
Inc.) whose account balances were transferred from the AppIntelligence, Inc. 401(k) Plan to this
Plan may, upon or after attaining age 591/2, withdraw, as of the Valuation Date occurring after
receipt of a request for such withdrawal, all or any part of his or her account balances that were
transferred from the AppIntelligence, Inc. 401(k) Plan to this Plan and which account balances are
non-forfeitable. In addition, any Employee of AppIntelligence, Inc. (now known as Interthinx, Inc.)
whose account balances were transferred from the AppIntelligence, Inc. 401(k) Plan to this Plan
may, regardless of age, withdraw, as of the Valuation Date occurring after receipt of a request for
such withdrawal, all or any part or his or her rollover contributions that were transferred from
the AppIntelligence, Inc. 401(k) Plan to this Plan. There is no maximum number of withdrawals that
may be made under this Section 9.8.




          9.9. Certain Withdrawals by QPC Employees.




               (a) Elective Contributions. Notwithstanding anything in this Article IX to the
contrary, any Employee of Quality Planning Corporation may, upon or after attaining age 591/2,
withdraw, as of the Valuation Date occurring after receipt of a request for such withdrawal, all or
any part of his or her elective contributions, if any, that were held under the Quality Planning
Corporation 401-K Profit Sharing Plan as of the close of business on December 31, 2005 (and any
earnings thereon). If the Employee has been a participant in the Quality Planning Corporation 401-K
Profit Sharing Plan and/or this Plan for less than five years, then that Employee may only withdraw
that portion of those elective contributions, if any, that have been allocated to the Employee for
two or more years.



               (b) Rollover and Employer Contributions. Notwithstanding anything in this
Article IX
to the contrary, any Employee of Quality Planning Corporation may, regardless of age, withdraw, as
of the Valuation Date occurring after receipt of a request for such withdrawal, all or any part of
his or her rollover contributions and employer



69









 




contributions, if any, that were held under the Quality Planning Corporation 401-K Profit Sharing
Plan as of the close of business on December 31, 2005 (and any earnings thereon), and which
employer contributions are non-forfeitable. If the Employee has been a participant in the Quality
Planning Corporation 401-K Profit Sharing Plan and/or this Plan for less than five years, then
that Employee may only withdraw that portion of those rollover contributions and employer
contributions that have been allocated to the Employee for two or
more years.




               (c) Unlimited Withdrawals. There is no maximum number of withdrawals that may
be made under this Section 9.9.



          9.10. Certain Withdrawals by DxCG Employees. Notwithstanding anything in this Article
IX to the contrary, any Employee of DxCG, Inc. (now known as Urix, Inc.) whose account balances
were transferred from the DxCG, Inc. 401(k) Plan to this Plan may, upon or after attaining age
591/2, withdraw, as of the Valuation Date occurring after receipt of a request for such withdrawal,
all or any part of his or her account balances that were transferred from the DxCG, Inc. 401(k)
Plan to this Plan (and any earnings thereon) and which account balances are non-forfeitable. In
addition, any Employee of DxCG, Inc. (now known as Urix, Inc.) whose account balances were
transferred from the DxCG, Inc. 401(k) Plan to this Plan may, regardless of age, withdraw, as of
the Valuation Date occurring after receipt of a request for such withdrawal, all or any part of his
or her rollover contributions that were transferred from the DxCG, Inc. 401(k) Plan to this Plan
(and any earnings thereon). There is no maximum number of withdrawals that may be made under this
Section 9.10.




          9.11. Certain Withdrawals by ISO Strategic Solutions and Intellicorp Records
Employees. Notwithstanding anything in this Article IX to the contrary, any Employee of ISO
Strategic Solutions, Inc. or Intellicorp Records, Inc. whose account balances were transferred from
the ISO Strategic Solutions, Inc. 401K Plan (previously known as the Ascendant One, Inc. 401K Plan)
to this Plan may, upon or after attaining age 591/2, withdraw, as of the Valuation Date occurring
after receipt of a request for such withdrawal, all or any part of his or her account balances that
were transferred from the ISO Strategic Solutions, Inc. 401K Plan (previously known as the
Ascendant One, Inc. 401K Plan) to this Plan (and any earnings thereon). In addition, any Employee
of ISO Strategic Solutions, Inc. or Intellicorp Records, Inc. whose account balances were
transferred from the ISO Strategic Solutions, Inc. 401K Plan (previously known as the Ascendant
One, Inc. 401K Plan) to this Plan may, regardless of age, withdraw, as of the Valuation Date
occurring after receipt of a request for such withdrawal, all or any part of his or her rollover
contributions that were transferred from the ISO Strategic Solutions, Inc. 401K Plan (previously
known as the Ascendant One, Inc. 401K Plan) to this Plan (and any earnings thereon). There is no
maximum number of withdrawals that may be made under this Section 9.11.





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ARTICLE X




TERMINATION OF EMPLOYMENT




          10.1. Termination Date. A Participant’s “Termination Date” will be the date on which
his or her employment with the Company or a Related Company is terminated because of the first to
occur of the following events:




               (a) Normal or Late Retirement. The Participant retires or is retired, as permitted by
applicable law, from the employ of the Company or a Related Company on or after the later of the
date on which he or she attains Normal Retirement Age.



               (b) Death or Disability. The Participant’s death or Disability.



               (c) Resignation or Dismissal. The Participant resigns or is dismissed from the employ
of the Company or a Related Company before retirement.



ARTICLE XI




PAYMENT OF 401(k) SAVINGS PLAN BENEFITS




          11.1. Amount Payable on Termination of Employment. Unless otherwise provided by the
Plan Administration Committee, if a Participant’s employment is terminated at any time, 100% of the
value of the balance in his or her Salary Reduction Contribution Account, After-Tax Contribution
Account, Roth 401(k) Contribution Account, and Rollover Contribution Account, and the value of the
vested balance in his or her Matching Contribution Account and Optional Employer Contribution
Account, will become payable as specified in this Article, and 100% of the vested balance in his or
her ESOP Diversification Account and ESOP Contribution Account will become payable as specified in
Sections 11.5, 11.6, and 11.9, and Article XII.




          11.2. Form of Payment of Benefits Upon Termination of Employment Under Certain
Circumstances.




               (a) Upon termination of employment of a Participant with a Participating Employer other than
by death, the 401(k) Savings Trustee and/or The Lincoln National Life Insurance Company, as the
case may be, will pay or cause to be paid the vested portion of his or her 401(k) Savings Accounts
in the form specified below.



               (b) Prior to the time when any payment from his or her 401(k) Savings Accounts are due to be
distributed, the Participant may at his or her written election on a



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form prescribed by the Plan Administration Committee elect to receive payment of his or her entire
interest in all such Accounts under the Plan in one of the following forms:





          (1) A single lump-sum payment;




          (2) Periodic payments of substantially equal amounts for a specified
number of years not in excess of the lesser of fifteen (15) years or the
Participant’s life expectancy or the Participant and Spouse’s joint life
expectancies, in which event the unpaid balance at the end of each Valuation
Date will be adjusted in accordance with the provisions of Section 7.7. Such
periodic payments will be made not less frequently than annually nor more
frequently than quarterly and life expectancy or joint life expectancies will
be computed by use of the expected return multiples in Table V and VI of
Treasury Regulation § 1.72-9 and without regard to recalculation under Code
Section 401(a)(9)(D); or




          (3) For distributions beginning before July 1, 2002, a nontransferable
annuity from a life insurance company providing for periodic annuity payments
to the Participant for his or her lifetime only or for a 50% qualified joint
and survivor annuity which is equivalent to the single lump-sum payment. The
terms of any annuity contract purchased and distributed by the Plan to a
Participant or spouse will comply with the requirements of the Plan.




          (4) If the Participant who elects a life annuity contract is married at
the time of such election, such Participant must be provided with a qualified
joint and survivor annuity contract for the life of the Participant with a
survivor annuity for the life of the spouse equal to 50% of the amount
payable during the life of the Participant, unless such Participant, with the
consent of the Participant’s spouse, waives the right to such joint and
survivor annuity contract in a qualified election. For purposes of this
subparagraph, a “qualified election” is one that occurs within the 90-day
period ending on the annuity starting date (“election period”) and
acknowledges the effect of the election, names a specific beneficiary or
provides a general consent for the Participant to name or change the
beneficiary, and is witnessed by a Plan representative or notary public. No
less than 30 days and no more than 90 days before the first day of the first
period for which annuity payments under the contract are to begin, a
Participant who elects a life annuity under this subparagraph and such
Participant’s spouse will



72









 






receive notice explaining their rights to a joint and 50% annuity contract including the terms
and conditions of the qualified joint and survivor annuity, the extent of the Participant’s right
to elect such annuity, the rights of the participant’s spouse to such an annuity and the right to
revoke a prior election to waive the qualified joint and survivor annuity. For purposes of this
subparagraph, the election period will begin on the later of (a) or (b), where (a) is the date the
Participant elects a life annuity form of benefit and the Participant’s 401(k) Savings Accounts
becomes subject to such election requirements, and (b) is the first day of the Plan Year in which
the Participant attains age 35, or, if he or she terminates employment prior to such date, the date
he or she terminates employment with the 401(k) Participating Employer. Such election period will
end on the earlier of the annuity starting date or the date of the Participant’s death. The
annuity starting date for a distribution in a form other than a qualified joint and survivor
annuity may be less than 30 days after receipt of the explanation described in this subparagraph if
(a) the Participant has been provided with information that clearly indicates that the participant
has at least 30 days to consider whether to waive the qualified joint and survivor annuity and
elects (with spousal consent) to a form of distribution other than a qualified joint and survivor
annuity, (b) the Participant is permitted to revoke any affirmative distribution election at least
until the annuity starting date, or, if later, at any time prior to the expiration of the seven (7)
day period that begins the day after the explanation of the qualified joint and survivor annuity is
provided to the Participant, and (c) the annuity starting date is a date after the date that the
written explanation was provided to the Participant.




          (5) If this subparagraph (B) applies because the Participant has elected an annuity form of
benefit, and the Participant dies before the annuity starting date, the Participant’s vested 401(k)
Savings Account Balance will be applied toward the purchase of an annuity for the surviving spouse,
unless such right is waived pursuant to an election, made within whichever of the following periods
ends last (a) the period beginning with the first day of the Plan Year in which the Participant
attains age 32, and ending with the close of the Plan Year preceding the Plan Year in which the
Participant attains age 35; (b) a reasonable period ending after the individual becomes a
Participant; or (c) a reasonable period ending after this requirement first applies to the
Participant. Such



73









 






election will acknowledge the effect of the election, name a general
beneficiary or provide general consent for the Participant to name or
change the beneficiary if the option elected provides for such benefits,
and be witnessed by a Plan representative or notary public.




               (c) Notwithstanding the foregoing, if a Participant has not elected a form of
distribution by
the Required Beginning Date specified in Section 11.4, the value of the Participant’s Account
balance will be paid as a single lump sum payment.



          11.3.
Form of Payment of Benefits Upon Termination of Employment By Death. (a) Where a
Participant who is married at the date of his or her death, unless the Participant otherwise elects
in the manner described herein, his or her Beneficiary for purposes of the death benefits under
this Article will be his or her surviving spouse. The surviving spouse may direct the commencement
of payments hereunder within a reasonable time following the Participant’s death. An election, for
purposes of such death benefits, of a Beneficiary other than the Participant’s surviving spouse
will not take effect unless:





          (1) the surviving spouse of the Participant consents in writing to such
election and such consent is witnessed by a notary public, or




          (2) it is established to the satisfaction of the Plan Administration
Committee that the consent required under clause (i) may not be obtained
because there is no spouse, because the spouse cannot be located, or because
of such other circumstances as the Secretary of the Treasury may by
regulations prescribe. Any consent by a spouse (or establishment that the
consent of a spouse may not be obtained) under the preceding sentence will
be effective only with respect to such spouse.




               (b) If a former spouse of a Participant is entitled to receive a portion of the
Participant’s
benefit under a Qualified Domestic Relations Order, the provisions of Section 11.2(a) will not
apply unless they are consistent with the order.




               (c) In the case of a Participant who terminates employment by death and is not
married at his
or her date of death, his or her 401(k) Savings Accounts will be payable to his or her Beneficiary
or Beneficiaries designated under Section 19.1.




               (d) The value of the Participant’s Accounts will be distributed to the
Beneficiary (or
Beneficiaries) under one of the forms selected by such Beneficiary (or Beneficiaries) and described
in Section 11.1 (b).



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          11.4. Commencement of Benefits. Any amount payable to a Participant from any Account
under this Article will be determined on the basis of the value in such Account, as of the day of
his or her termination of employment, after appropriate additions and subtractions for any
contributions to or withdrawals from such Account which are not reflected in such value, or for
other appropriate market value adjustments. Such value will be payable or begin to be payable as
specified herein as soon as is practicable and appropriate to the form of payment being made. In no
event, however, will payments of benefits under the Plan be made later than the 60th day after the
latest of the close of the Plan Year in which occurs: (a) the date on which the Participant attains
the Normal Retirement Age; (b) the 10th anniversary of the Participant’s participation
in the Plan; or (c) the Participant’s termination of
employment.




          11.5. Mandatory Distribution of Benefits. This Section 11.4 will be effective
during the Plan Year commencing January 1, 1985 and thereafter:





               (a) Notwithstanding any other provisions of the Plan to the contrary the
entire Accounts of a Participant will be distributed to such Participant:




          (1) no later than the Required Beginning Date or




          (2) beginning no later than the Required Beginning Date, in accordance
with regulations promulgated by the Secretary of the Treasury over the life
of the Participant or over the lives of the Participant and his or her
designated beneficiary beyond the life beneficiary (or over a period not to
extend expectancy of the Participant and his or her designated beneficiary).




               (b) Where the distribution of the Participant’s interest has begun in
accordance with Section 11.5(a)(2) and the Participant dies after his or her
Required Beginning Date but before his or her entire 401(k) Savings Accounts have
been distributed to him, the remaining portion of such interest will be distributed
at least as rapidly as the method of distribution used under Section 11.5(a)(2) as
of the date of his or her death. If the Participant dies before his or her Required
Beginning Date and before the distribution of his or her 401(k) Savings Accounts
have begun in accordance with Section 11.5(a)(1) or (2), his or her entire 401(k)
Savings Accounts will be distributed within five (5) years after the death of such
Participant. Notwithstanding the foregoing, the five (5) year rule of the preceding
sentence will not apply if:



75









 






          (1) Any portion of the Participant’s 401(k) Savings Accounts are payable to (or for
the benefit of) a Beneficiary, and such portion is distributed in accordance with
regulations of the Secretary of the Treasury over the life of such Beneficiary (or over a
period not exceeding beyond the life expectancy of the beneficiary) and such distribution
begins not later than one (1) year after the date of the Participant’s death or such later
date as the Secretary of the Treasury may by regulations prescribe, in which case such
portion will be treated as distributed on the date on which such distributions begin; or




          (2) If the Beneficiary referred to in Section 11.5(b)(1) above is the surviving spouse
of the Participant, the date on which distributions are required to begin under such
section will not be earlier than the date on which the Participant would have attained age
701/2 and if the surviving spouse dies before distribution to such spouse begins, this
Section 11.4(b)(2) will be applied as if the surviving spouse were the Participant.




               (c) For purposes of this Section 11.5, the “Required Beginning
Date” is defined as
follows:




          (1) With respect to a Participant who is not a 5% owner and who reaches age 701/2 after
December 31, 1998, the Required Beginning Date will be the first day of April of the later
of the calendar year in which the Participant attains age 701/2 or the calendar year
following the calendar year in which the Participant has retired; provided, however,
the distribution to any Participant will comply with Treasury
Regulations.




          (2) For a Participant who is a five (5%) percent owner or who reached age 701/2 before
January 1, 1997, the Required Beginning Date is the first day of April of the calendar year
following the calendar year in which the Participant attains age 701/2.




          (3) In the case of a Participant who is not a five (5%) percent owner and who attained
age 701/2 in 1996, 1997 or 1998, the Participant may elect to receive
distribution of any amount up to the entire balance in the Participant’s Accounts as of any
date, and his or her Required Beginning Date will be the first day of April of the calendar
year following the year in which he or she retires.



76









 






          (4)
A Participant who attained age 701/2 before January 1, 1997, but did not retire from employment with the Participating
Employer
before January 1, 1997 may affirmatively elect to stop distributions at any
time until the Participant retires, subject to the terms of any applicable
QDRO.




               (d)
For purposes of this Section 11.5, the life expectancy of the Participant
and his or her spouse (other than in the case of a life annuity) may be
redetermined if the Participant so elects, but no more frequently than annually.
In all other cases, life expectancy will not be redetermined.




               (e) Under regulations prescribed by the Secretary of the Treasury, for
purposes of this Section 11.5, any amount paid to a child will be treated as if it
had been paid to the surviving spouse if such amount will become payable to the
surviving spouse upon such child reaching majority (or other designated event
permitted under such regulations).




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




               (g) This Section will not modify any provisions of the Plan which require
distributions at an earlier date than provided for herein.



          11.6. Availability of Direct Rollovers. This Section applies to distributions made on
or after January 1, 1993. Notwithstanding any provision of the Plan to the contrary that would
otherwise limit a Distributee’s election under this Section, a Distributee may elect, at the time
and in the manner prescribed by the Plan Administration Committee, to have any portion of an
Eligible Rollover Distribution paid directly to an Eligible Retirement Plan specified by the
Distributee in a Direct Rollover.




          11.7. Involuntary Cash-Out of Account. Notwithstanding any other provision of this
Plan to the contrary, the Plan Administration Committee will pay the value of the Participant’s
Accounts (including the ESOP Contribution Account) in an immediate lump sum without the consent of
the Participant and his or her spouse if the value of the Participant’s Accounts does not exceed
$1,000 (determined before any




77









 





periodic distributions are made). If the value of the Participant’s nonforfeitable Account balance
as so determined is $1,000 or less, the Plan will immediately distribute the Participant’s entire
nonforfeitable Account balance in accordance with this Section.




          11.8. Automatic Redemption of Company Stock. Notwithstanding any other provision of
the Plan to the contrary, upon any termination of employment by a Participant for any reason
(including, but not limited to, death, Disability or Retirement), the Plan will automatically
redeem any Company Stock in such Participant’s Matching Contribution Account Stock Sub-Account and
Optional Employer Contribution Stock Sub-Account if the Participant does not elect to take an
immediate distribution of the entire amount credited to such stock sub-accounts within forty-five
(45) days following the Participant’s termination of employment or, if later, within thirty (30)
days following the Participant’s receipt of the corresponding distribution election form following
the Participant’s termination of employment. If the Participant does not elect within such time
period to take such an immediate distribution, the ESOP Trustee will credit to the Participant’s
Matching Contribution Cash Sub-Account and Optional Employer Contribution Account the value of the
terminated Participant’s Participation Units equal to (a) the total number of Participation Units
in such Participant’s Matching Contribution Stock Sub-Account and Optional Employer Contribution
Stock Sub-Account multiplied by (b) the latest Appraisal Value of a share of Common Stock. For
purposes of this Section 11.8, the “latest” Appraisal value shall be the fair market value
determined based on the last preceding Appraisal prior to the Participant’s date of separation from
service with the Company or a Related Company. Such value credited to the Participant’s Matching
Contribution Cash Sub-Account and Optional Employer Contribution Account will be invested in
accordance with Section 7.2 of the Plan, and shall be subject to all other distribution provision
of the Plan hereunder.




          11.9. Post-2002 Minimum Distribution Requirements.





               (a) General Rules. The provisions of this Section 11.9 will apply for
purposes of
determining required minimum distributions for calendar years beginning on or after January 1,
2003. The requirements of this Section 11.9 will take precedence over any inconsistent provisions
of the Plan. All distributions required under the Plan will be determined and made in accordance
with the Treasury Regulations under Code Section 401(a)(9).




               (b) Time and Manner of Distribution.




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



78









 






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




          (A) If the Participant’s surviving spouse is the Participant’s sole
designated Beneficiary, distributions to the surviving spouse will begin by
December 31 of the calendar year immediately following the calendar year in
which the Participant died, or by December 31 of the calendar year in which the
Participant would have attained age 70 1/2, if later.




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




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




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




For purposes of this subsection (b)(2) and subsection (d), unless subsection (b)(2)(A) applies,
distributions are considered to begin on the Participant’s
Required Beginning Date. If subsection
(b)(2)(D) applies, distributions are considered to begin on the date distributions are required to
begin to the surviving spouse under subsection (b)(2)(A).




          (3) Forms of Distribution. Unless the Participant’s interest is
distributed in a single sum on or before the Required Beginning Date, as of the first
distribution calendar year



79









 






distributions will be made in accordance with subsections (c) and (d) of this Section
11.9.




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




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




               (A) the quotient obtained by dividing the Participant’s Account balance by
the distribution period in the Uniform Lifetime Table set forth in Section
1.401(a)(9)-9 of the Treasury Regulations, using the Participant’s age as of
the Participant’s birthday in the distribution calendar year; or




               (B) if the Participant’s sole designated Beneficiary for the distribution
calendar year is the Participant’s spouse, the quotient obtained by dividing
the Participant’s Account balance by the number in the Joint and Last Survivor
Table set forth in Section 1.401 (a)(9)-9 of the Treasury Regulations, using
the Participant’s and spouse’s attained ages as of the Participant’s and
spouse’s birthdays in the distribution calendar year.




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




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




          (1) Death On or After Date Distributions Begin.




               (A) Participant Survived by Designated
Beneficiary. If the Participant dies on or after the date distributions
begin and there is a designated Beneficiary, the minimum amount that will be
distributed for each distribution calendar year after the year of the
Participant’s



80









 






death is the quotient obtained by dividing the Participant’s Account balance by the longer of the
remaining life expectancy of the Participant or the remaining life expectancy of the Participant’s
designated Beneficiary, determined as follows:




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




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




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




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




          (2) Death Before Date Distributions Begin.



81









 






          (A) Participant Survived by Designated Beneficiary. If the
Participant dies before the date distributions begin and there is a designated
Beneficiary, the minimum amount that will be distributed for each distribution
calendar year after the year of the Participant’s death is the quotient
obtained by dividing the Participant’s Account balance by the remaining life
expectancy of the Participant’s designated Beneficiary, determined as provided
in subsection (d)(1).




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




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





          (e) Definitions.





          (1) Designated Beneficiary. The individual who is designated as the Beneficiary
under Sections 12.6 and 19.1 of the Plan and is the designated beneficiary under Code
Section 401(a)(9) and Section 1.401(a)(9)-1, Q&A-4, of the Treasury Regulations.




          (2) Distribution calendar year. A calendar year for which a minimum
distribution is required. For distributions beginning before the Participant’s death, the
first distribution calendar year is the calendar year immediately preceding the calendar
year which contains the Participant’s Required Beginning Date. For distributions beginning
after the Participant’s death, the first distribution calendar year is the calendar year in
which distributions are required to begin under subsection (b)(2). The required minimum
distribution for the Participant’s first distribution



82









 






calendar year will be made on or before the Participant’s Required
Beginning Date. The required minimum distribution for other distribution
calendar years, including the required minimum distribution for the
distribution calendar year in which the Participant’s Required Beginning
Date occurs, will be made on or before December 31 of that distribution
calendar year.




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




          (4) Participant’s Account Balance. The Account balance as of
the last valuation date in the calendar year immediately preceding the
distribution calendar year (valuation calendar year) increased by the amount
of any contributions made and allocated or forfeitures allocated to the
Account balance as of dates in the valuation calendar year after the
valuation date and decreased by distributions made in the valuation calendar
year after the valuation date. The Account balance for the valuation
calendar year includes any amounts rolled over or transferred to the Plan
either in the valuation calendar year or in the distribution calendar year
if distributed or transcended in the valuation calendar year.




          (5) Required Beginning Date means the date not later than April
1 of the calendar year following the calendar year in which the Participant
attains age seventy and one-half or the calendar year in which the
Participant retires, whichever is later.



ARTICLE XII




PAYMENT
OF ESOP BENEFITS




          12.1. Distribution in Common Stock. Except as provided in Section 12.2 below or this
Section 12.1, distribution of the ESOP Contribution Account, Matching Contribution Stock
Sub-Account and the Optional Employer Contribution Stock Sub-Account will be made entirely in whole
shares of Common Stock except that the value of any fractional shares will be paid in cash. In lieu
of distributing Common Stock to a Participant, at the direction of the Board of Directors of the
Company, the ESOP Trustee will distribute all or a portion of a Participant’s ESOP Contribution
Account in cash unless the Participant demands, on a timely basis, that he or she receive his or
her distribution in Common Stock. Prior to commencing such a cash distribution, the Board of
Directors of the Company, or its designated agent, will notify the Participant in writing





83











 




that he or she has the right to demand that his or her ESOP Contribution Account, Matching
Contribution Stock Sub-Account and Optional Employer Contribution Stock Sub-Account be distributed
in the form of Common Stock. Such right will expire thirty (30) days after the receipt of such
notice by the Participant.




          12.2. Distribution in Cash. During any period in which the Charter or the Bylaws of
the Company restricts ownership of substantially all of the outstanding Common Stock to employees,
or a trust described in Code Section 401 (a), Participants will not be entitled to a distribution
in the form of Common Stock, and the distribution of a Participant’s vested ESOP Contribution
Account, Matching Contribution Stock Sub-Account and Optional Employer Contribution Stock
Sub-Account will be made entirely in the form of cash or will be made in the form of Common Stock
subject to the requirement that it be immediately put back to the Company pursuant to the terms of
Section 14.1 without the two put periods.



          12.3. Notice by Plan Administration Committee. The Plan Administration Committee will
certify to the ESOP Trustee, in the event of termination of the employment of any Participant, as
to the date of such termination. The Plan Administration Committee will also certify to the ESOP
Trustee, as to the date of death of any Participant. The ESOP Trustee will rely on such
certification in determining the extent to which such Participant, or his or her beneficiary, will
be entitled to benefits under the Plan.



          12.4. Timing of Distribution of Benefits. Unless the Participant elects otherwise,
distributions of a Participant’s ESOP Contribution Account (whether in the form of Common Stock
and/or cash) will commence not later than one (1) year after the close of the Plan Year:




     (a) in which the Participant separated from service with the Company or a
Related Company by reason of attainment of Normal Retirement Age, due to
Disability Retirement or death, or




     (b) which is the fifth Plan Year following the Plan Year in which the
Participant separated from service with the Company or a Related Company for any
other reason, except that this clause will not apply if the Participant is
reemployed by the Company or a Related Company before such year.



          The distribution of the Participant’s ESOP Contribution Account will be made in substantially
equal annual, quarterly or monthly payments over a period not to exceed five (5) years unless the
Participant elects to receive the distribution in a lump-sum payment. Notwithstanding the
foregoing, (i) distributions of, or with respect to, Common




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Stock acquired with the proceeds of a loan described in Section 6.1 may be delayed until the close
of the Plan Year in which such loan is repaid in full. Notwithstanding the foregoing, any
distribution of the ESOP Contribution Account will be subject to the terms of Section 11.6. If the
Participant’s vested account balance at the time of distribution does not (or at the time of any
prior distribution did not) exceed $1,000, based on the last preceding Appraisal, the entire
benefit shall be distributed to the Participant in a lump sum prior to the second Anniversary Date
following his or her termination of employment. If the vested portion of a Participant’s account
balance (or, if applicable, the account balance of a Participant’s beneficiary) exceeds $1,000
based on the last preceding Appraisal or exceeded such amount at the time of any prior
distribution, such distribution will not be made without the Participant’s (or beneficiary’s)
consent until such time as the account becomes “immediately distributable” within the meaning of
Treasury Regulation Section 1.41 1(a)-1 1(b)(4).




          If a Participant’s ESOP Contribution Account is to be distributed in cash, the fair market
value of his or her ESOP Contribution Account will be determined based on the last preceding
Appraisal prior to the Participant’s separation from service with the Company or a Related Company.



          12.5. Segregated Accounts. Notwithstanding any other provision of the Plan to the
contrary, upon any termination of employment by a Participant for any reason (including, but not
limited to, death, Disability or Retirement), the Plan will automatically redeem any Company Stock
in such Participant’s ESOP Contribution Account if the Participant does not elect, within
forty-five (45) days following the Participant’s termination of employment or, if later, within
thirty (30) days following the Participant’s receipt of the corresponding distribution election
form following the Participant’s termination of employment, to take an immediate distribution of
the entire amount credited to such Account. If the Participant does not elect within such time
period to take such an immediate distribution, the ESOP Trustee will credit to each Participant’s
ESOP Diversification Account the value of the terminated Participant’s Participation Units equal to
(a) the total number of Participation Units in such Participant’s ESOP Contribution Account
multiplied by (b) the latest Appraisal Value of a share of Common Stock. For purposes of this
Section 12.5, the “latest” Appraisal value shall be the fair market value determined based on the
last preceding Appraisal prior to the Participant’s date of separation from service with the
Company or a Related Company. Such value credited to the Participant’s ESOP Diversification Account
will be invested in accordance with Section 7.2 of the Plan and shall be subject to all other
distribution provisions of Sections 11.5, 11.6 and 11.9 and this Article XII.



          12.6. Death Benefits; Beneficiary Designation. At any time and from time to time each
Participant and each beneficiary will have the unrestricted right to designate the person who, as
his or her beneficiary, will receive the amount payable hereunder on



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his or her death, and the right to revoke any such designations.


          12.7. Spousal Consent to Designation of Beneficiary. A Participant’s accrued benefit
will be payable in full on the death of a Participant (or as soon thereafter as practicable) to the
Participant’s surviving spouse unless the surviving spouse consents in writing to the Participant’s
designation of another beneficiary. Such consent will not be effective unless the spouse’s written
consent acknowledges the effect of such consent and is witnessed by a Plan representative or notary
public. Any consent by a spouse will be effective only with respect
to such spouse.


          12.8.
Election of Direct Rollover Distribution. Notwithstanding any provision of this
Plan that would otherwise limit a Distributee’s election under this Section 12.8, a Distributee may
elect, at the time and in the manner prescribed by the Plan Administration Committee, to have any
portion of an Eligible Rollover Distribution paid directly to an Eligible Retirement Plan specified
by the Distributee in a Direct Rollover.


          12.9. Mandatory Distributions. Unless the Participant otherwise elects, the payment of
benefits under the Plan to a Participant will commence no later than the sixtieth (60th) day after
the latest of the close of the Plan Year in which:



     (a) the Participant attains age sixty-two (62);



     (b) the tenth (10th) anniversary of the Participant’s commencement
of participation occurs; or



     (c) the Participant terminates service with the Company or a Related Company.


          12.10. Beneficiary Payments. In the event that a Participant dies after distribution
under this Plan has commenced but before his or her entire interest has been distributed, the
remaining portion of the Participant’s interest will be distributed at least as rapidly as under
Sections 12.4 and 12.9. If a Participant dies before commencement of distribution under this Plan,
the entire interest of the Participant will be distributed to such beneficiary within five (5)
years after the death of the Participant. The preceding sentence will not apply if the beneficiary
is the Participant’s spouse, in which case such distribution may not extend for a period longer
than the lifetime or the life expectancy of such spouse.



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ARTICLE XIII


RIGHT OF FIRST REFUSAL


          Shares of the Common Stock distributed by the ESOP Trustee will be subject to a “Right of
First Refusal.” The Right of First Refusal will provide that, prior to any subsequent transfer,
such Common Stock must first be offered in writing to the Company and, if then refused by the
Company, to the ESOP Trust, at the then fair market value, determined based on the last preceding
Appraisal pursuant to Section 6.2. A bona fide written offer from an independent prospective buyer
will be deemed to be the fair market value of such Common Stock for this purpose unless the value
per share, as determined based on the last preceding Appraisal pursuant to Section 6.2 is greater.
The Company and the ESOP Trustee will have a total of fourteen (14) days (from the date the Company
receives the offer) to exercise the Right of First Refusal on the same terms offered by the
prospective buyer. A Participant (or beneficiary) entitled to a distribution of Common Stock may be
required to execute an appropriate stock transfer agreement (evidencing the Right of First Refusal)
prior to receiving a certificate for Common Stock. 


Notwithstanding the foregoing, no Right of First
Refusal will be exercisable by reason of any of the following transfers:



     (a) the transfer upon the death of a Participant or beneficiary of any shares
of Common Stock to his or her legal representatives, heirs and legatees;
provided, however, that any proposed sale or other disposition
of any such shares by any legal representative, heir or legatee will remain subject to the
Right of First Refusal;



     (b) the transfer by a Participant or beneficiary in accordance with the Put
Option pursuant to Article XIV below; or



     (c) the transfer while the Common Stock is listed on a national securities
exchange registered under Section 6 of the Securities Exchange Act of 1934, or
quoted on a system sponsored by a national securities association registered under
Section 15A(b) of the Securities Exchange Act
of 1934.


ARTICLE XIV


PUT OPTION


          14.1. Put Option on Stock. The Company will issue a “Put Option” to each Participant
or beneficiary receiving a distribution of Common Stock from the Plan. The Put Option will permit
the Participant or beneficiary to sell such Common Stock at its


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then fair market value, as determined based on the last preceding Appraisal pursuant to Section
6.2, to the Company, at any time during the sixty (60) day period commencing on the date the
Common Stock was distributed to the recipient and, if not exercised within that period, the Put
Option will temporarily lapse. Upon the close of the Plan Year in which such temporary lapse of
the Put Option occurs, the ESOP Trustee will notify each distributee who did not exercise the
initial Put Option prior to its temporary lapse in the preceding Plan Year of the revised value of
the Common Stock. The time during which the Put Option may be exercised will recommence on the
date such notice is given and will permanently terminate sixty (60) days thereafter. The ESOP
Trustee may be permitted by the Company to purchase Common Stock put to the Company under a Put
Option. At the option of the Company or the ESOP Trustee, as the case may be, the payment for
Common Stock sold pursuant to a Put Option will be made in the following forms:





     (a) If the balance to the credit of the Participant’s account was distributed
in Common Stock within one (1) taxable year, then payments may be made in
substantially equal annual installments commencing within thirty (30) days from
the date of the exercise of the Put Option and over a period not exceeding five
(5) years, with interest payable at a reasonable rate (as determined by the
Company) on any unpaid installment balance, with adequate security provided, and
without penalty for any prepayment of such installments; or




     (b) If a Participant or beneficiary exercises a Put Option on a distribution
of Common Stock made to him or her in periodic payments, then the payment for such
Common Stock may be made in a lump sum no later than thirty (30) days after such
Participant exercises the Put Option.



          Notwithstanding the prior provisions of this Section 14.1, if a Participant receives a
distribution of Common Stock under the terms of Section 12.2 of the Plan, the Participant must
immediately put the shares to the Company and will not be entitled to the two put periods described
in this Section 14.1.



          14.2.
ESOP Trustee’s Discretion on Other Stock. The ESOP Trustee on behalf of the ESOP
Trust may offer to purchase any shares of Common Stock (which are not sold pursuant to a Put
Option) from any former Participant or beneficiary at any time in the future, at the then fair
market value of such shares.




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ARTICLE XV


ENDORSEMENT OF CERTIFICATES


          Prior to the distribution of any shares of Common Stock to a Participant or Beneficiary, the
ESOP Trustee will have the Company endorse such shares as follows:


“The shares represented by this certificate are subject to a Right of First
Refusal as set forth in Article XIII of the ISO 401(k) Savings and Employee Stock
Ownership Plan, restricting the free transferability of said shares. ISO will
mail to the holder of this certificate, without charge, a copy of the terms of
such Right of First Refusal within five (5) days after receiving a written
request therefore.”


ARTICLE XVI


NONTERMINABLE RIGHTS


          The protections and rights afforded Participants under Section 6.1(h) pertaining to certain
restrictions on Common Stock acquired with the proceeds of a loan and Article XIII pertaining to
put options, will be nonterminable. The protections and rights with respect to Common Stock
acquired with the proceeds of an exempt loan will continue and not be abridged notwithstanding the
eventual repayment of the loan or the discontinuance of the Plan as
an ESOP.


ARTICLE XVII


SPENDTHRIFT CLAUSE


          The rights of a Participant or beneficiary to receive payments or benefits hereunder will not
be subject to alienation or assignment, and will not be subject to anticipation, encumbrance or
claims of creditors. Notwithstanding the preceding sentence, the ESOP Trustee will comply with and
will pay benefits pursuant to the terms of any Qualified Domestic Relations Order; provided
that such order does not require the Plan to provide any benefits in excess of those otherwise
available, or to provide any type or form of benefits, or any option, not otherwise provided
herein, and further that such order does not require the payment of benefits to any person which
are required to be paid to another person under another order previously determined to be a
Qualified Domestic Relations Order. A distribution by the estate of a deceased Participant or
beneficiary to an heir or legatee of a right to receive payments hereunder will not be deemed an
alienation, assignment or anticipation for the purposes of this Article XVII.


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ARTICLE XVIII


TRUST
FUNDS; FIDUCIARIES; RESPONSIBILITIES; INDEMNITY


          18.1. Trust Agreements. The Company will, by the adoption of
this Plan, agree (a) to enter into ESOP Trust Agreement(s) with one or more
individuals appointed by its Board of Directors and (b) to enter into 401(k)
Savings Trust Agreement(s) with one or more banks or trust companies, each with
an aggregate capital of not less than $100,000,000, which will be in such form
and contain such provisions as are approved by the Board of Directors of the
Company and permitted under ERISA and relevant to the Plan. Such trust
agreements will form a part of the Plan. Notwithstanding the foregoing,
effective July 1, 2006, the Trusts Investment Committee shall be responsible
for appointing, monitoring, and replacing the 401(k) Savings Trustee from time
to time, approving the terms of any 401(k) Savings Trust Agreement, and
entering into any such 401(k) Savings Trust Agreement (or, if the Company is to
enter into such trust agreement, then recommending to the Board of Directors of
the Company that the given trust agreement should be entered into). The Board
of Directors of the Company shall continue to retain such responsibilities with
respect to the ESOP Trustee and ESOP Trust Agreement.


          18.2.
Named Fiduciaries and Committee Responsibilities. The Plan Administration
Committee, the Trusts Investment Committee, and the Board of Directors of the Company to the extent
that it has not delegated fiduciary responsibilities pursuant to the Plan will be the named
fiduciaries within the meaning of Section 401(a)(2) of ERISA. Such parties will be the named
fiduciaries with respect to control over and management of the Plan’s assets only to the extent
that any of them will (a) appoint one or more trustees to hold the assets of the Plan in trust, and
(b) exercise its authority to direct the sale, investment, or reinvestment of Plan assets in
accordance with the trust.


          (a) Plan Administrative Committee Responsibilities. Apart from powers specifically
delegated to others, or specifically retained by the Board of Directors of the Company, under the
Plan or any trust agreement or investment management agreement, the Plan Administration Committee
will have the authority to control and manage the operation and administration of the Plan. The
powers of the Plan Administration Committee, to be exercised in its discretion, will include, but
not be limited to: (i) the power to employ one or more persons to carry out the provisions of the
Plan, including one or more persons to render advice with regard to any responsibility that any
fiduciary may have under the Plan; (ii) general Plan administration and enforcement of Plan
provisions; (iii) preparation of periodic reports required for the proper administration of the
Plan; and (iv) the direction of the trustees under the Plan with respect to the payment of Plan
benefits.


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          In addition to any other powers provided to the Plan Administration Committee herein, the
Plan Administration Committee will have the power, to be exercised in its sole discretion, to
construe and interpret the Plan, decide all questions of eligibility, status, and rights under the
Plan of Participants, former Participants, Beneficiaries, and others, and determine the manner,
amount, and time of payment of any benefits under the Plan. Any determination by the Plan
Administration Committee shall be conclusive on all parties.



          (b) Trusts Investment Committee Responsibilities. The Trusts Investment Committee will
have the following powers: (i) to appoint, monitor, and replace the 401(k) Savings Trustee; (ii) to
approve the terms of the 401(k) Savings Trust Agreement; (iii) to enter into any such trust
agreement (or, if the Company is to enter into such trust agreement, then to recommend to the Board
of Directors of the Company that the given trust agreement should be entered into); (iv) to
delegate authority to, and appoint and designate, one or more investment managers to manage
(including the power to acquire and dispose of) any assets of the Plan; (v) to direct the
investment manager to the extent provided in the 401(k) Savings Trust Agreement or investment
manager agreement; and (vi) to select Investment Funds in which contributions and Plan assets may
be maintained in general or separate accounts pursuant to written agreement. The Trusts Investment
Committee will be responsible for diversifying the investments of the Plan only to the extent that
said authority to direct investments is exercised, and the 401(k) Savings Trustee and the ESOP
Trustee each will be responsible for diversifying the specific investments in accounts under their
management to the extent required by law.



          (c) Powers Retained by the Board. Notwithstanding anything in this Section 18.2, the
Board of Directors of the Company shall retain the power to allocate fiduciary responsibilities
(other than trustee responsibilities) among the Plan Administration Committee, the Trusts
Investment Committee, and other fiduciaries of the Plan, and the power to designate persons other
than the Plan Administration Committee and the Trusts Investment Committee to carry out fiduciary
responsibilities (other than trustee responsibilities) under the Plan.



          (d) Reliance of Fiduciaries. Each fiduciary of the Plan may rely upon any direction,
information, or action of another such fiduciary with respect to matters within the responsibility
of such other fiduciary as being proper under the Plan or any funding instrument, and is not
required under the Plan to inquire into the propriety of any such direction, information, or
action. To the maximum extent permitted by law, it is intended that, under the Plan, each fiduciary
will be responsible for the proper exercise of its own powers, duties, responsibilities, and
obligations under the Plan and will not be responsible for any act or failure to act of another
fiduciary of the Plan. To the maximum extent permitted by ERISA, no other fiduciary of the Plan
will be liable for any loss that



91









 




may result from a decision of an investment manager with respect to Plan assets under its control.


          18.3. Fiduciary of Participating Employer. In the discretion
of the Board of Directors of the Company, each Participating Employer may
designate one or more of its employees to be a fiduciary (or fiduciaries) under
the Plan with authority, power and responsibility to determine the amount of
and collect all Participant Salary Reduction Contributions, Matching
Contributions, Optional Employer Contributions, After-Tax Contributions,
Qualified Non-Elective Contributions and Qualified Matching Contributions, and
transmit them to the 401(k) Savings Trustee or the ESOP Trustee, as the case
may be, and to perform other duties and supply and transmit all information and
reports with respect to Employees of the Participating Employer, to enable the
Plan Administration Committee, the Trusts Investment Committee, the 401(k)
Savings Trustee and ESOP Trustee to discharge properly their duties under the
Plan, and to achieve compliance by the Participating Employer with reporting,
disclosure and other requirements of ERISA. Notwithstanding the foregoing, if
no such Fiduciary is designated by a Participating Employer pursuant to this
Section 18.3, such Participating Employer shall be deemed to have designated
the Plan Administration Committee as its Fiduciary under the Plan.


          18.4. Fiduciaries. Every “fiduciary,” as such term is defined in
Section 3(21) of ERISA, with respect to the Plan will act as
provided in Section 404(a)(1) of ERISA
solely in the interest of the Participants and Beneficiaries for the exclusive purpose of providing
benefits to Participants and Beneficiaries and defraying reasonable expenses of administering the
Plan with the care, skill, prudence and diligence under the circumstances then prevailing that a
prudent man acting in a like capacity and familiar with such matters would use in the conduct of an
enterprise of a like character and with like aims and in accordance with the terms of the documents
and instruments governing the Plan. No fiduciary will be liable for an act or omission of another
person in carrying out any fiduciary responsibility where such fiduciary responsibility as
allocated to such other person by the Plan or pursuant to a procedure established in the Plan,
except to the extent that:



     (a) such fiduciary participated knowingly in, or knowingly undertook to
conceal, an act or omission of such other person, knowing such act or omission to
be a breach of fiduciary responsibility;



     (b) such fiduciary, by failure to comply with Section 404(a)(1) of ERISA in
the administration of his or her specific responsibilities which give rise to
status as a fiduciary, has enabled such other person to commit a breach of
fiduciary responsibility;


92








 




     (c) such fiduciary has knowledge of a breach of fiduciary
responsibility by such other person, unless such fiduciary makes reasonable
efforts under the circumstances to remedy the breach; or


     (d) such fiduciary is a named fiduciary and has violated his or her duties
under Section 404(a)(1) of ERISA: (i) with respect to the allocation of fiduciary
responsibilities among named fiduciaries or the designation of persons other than
named fiduciaries to carry out fiduciary responsibilities under the Plan, or (ii)
with respect to the establishment or implementation of procedures for allocation
of fiduciary responsibilities among named fiduciaries or for designating persons
other than named fiduciaries to carry out fiduciary responsibilities (other than
trustee responsibilities) under the Plan, or (iii) in continuing the allocation or
designation.


          18.5. Rights of Fiduciaries. Nothing in the Plan will
be construed to prohibit any fiduciary from:



     (a) receiving any benefit to which the fiduciary may be entitled as a
Participant or Beneficiary in the Plan, so long as the benefit is computed and
paid on a basis which is consistent with the terms of the Plan as applied to all
other Participants and Beneficiaries;



     (b) receiving any reasonable compensation for services rendered or for the
reimbursement of expenses properly and actually incurred in the performance of
duties with respect to the Plan, except that no person so serving who already
receives full-time pay from an employer or an association of employers, whose
employees are Participants in the Plan, or from an employee organization whose
members are Participants in such Plan, will receive compensation from such Plan,
except for reimbursement of expenses properly and actually incurred; and



     (c) no fiduciary will participate in a decision in which the fiduciary or any
organization employing such fiduciary has a direct or indirect interest in the
outcome of such decision.


          18.6. Indemnification of Named Fiduciaries and Others. As more fully specified in the
401(k) Savings Trust Agreement and the ESOP Trust Agreement, each Participating Employer agrees to
indemnify and hold any of the named fiduciaries, any other fiduciary, the Board of Directors of the
Company, the Plan Administration Committee, the Trusts Investment Committee, the 401(k) Savings
Trustee, and the ESOP Trustee, respectively, harmless from and against any liability or loss,
exclusive of any


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liability or loss against which any such person is otherwise insured by an insurance carrier, that
any such person may incur in serving under such trust agreements or the Plan unless arising from
such person’s willful and intentional breach of the provisions of such trust agreements or the
Plan.




          18.7. Plan Administrator. The Plan Administration Committee will be the plan
administrator within the meaning of ERISA.



ARTICLE XIX




ADMINISTRATION OF THE PLAN




          19.1. Designation of Beneficiary. Subject to the provisions of Sections 11.3 and 12.7,
each Participant, including a former Participant, from time to time may designate any person or
persons (who may be designated contingently or successively and who may be an entity other than a
natural person) as his or her Beneficiary or Beneficiaries to whom his or her Plan benefits are to
be paid if he or she dies before receipt of all such benefits. Each Beneficiary designation will be
in a form prescribed by the Plan Administration Committee and will be effective only when received
by the Plan Administration Committee during the Participant’s lifetime, and, if permitted, the
Participant may specify the method of payment of his or her benefit to the Beneficiary. Except as
otherwise provided in Sections 11.3 and 12.7, each Beneficiary designation so received will cancel
all Beneficiary designations previously filed. Except as otherwise provided in Sections 11.2 and
12.7, the revocation of a Beneficiary designation, no matter how effected, will not require the
consent of any designated Beneficiary.



          If any Participant, including a former Participant fails to designate a Beneficiary in the
manner provided above, or if the Beneficiary designated by a deceased Participant dies before him
or before complete distribution of the benefits payable in respect of such Participant, then
payment will be made in accordance with the following order of priority:




     (a) to the surviving spouse or, if there be none surviving;




     (b)
to the descendants, per stirpes; provided, however, that children
by adoption will be considered children of the Participant or of his or her
children, as the case may be, or, if there be none surviving;




     (c)
to his or her surviving parents or parent, per capita, or if there
be none surviving;



94









 






     (d) to the estate of the last to die of the Participant and any designated
beneficiary.



          19.2. Claims Procedure.



               (a) Claims. If a Participant has any grievance, complaint, or claim concerning any
aspect of the operation or administration of the Plan or 401(k) Savings Trust or ESOP Trust,
including but not limited to claims for benefits and complaints concerning the performance or
administration of the investments of Plan assets (collectively referred to herein as “claim” or
“claims”), the Participant will submit the claim to the Plan Administration Committee, which will
have the initial responsibility for deciding the claim. All such claims will be submitted in
writing and will set forth the relief requested and the reasons the relief should be granted. All
such claims must be submitted within the “applicable limitations period.” The “applicable
limitations period” will be two years, beginning on (i) in the case of any lump-sum payment, the
date on which the payment was made, (ii) in the case of an annuity payment or installment payment,
the date of the first in the series of payments, or (iii) for all other claims, the date on which
the action complained or grieved of occurred. To the extent that documentary or other evidence is
relevant to the relief sought, the Participant will submit such evidence or, if the evidence is in
the possession of the Plan Administration Committee, the Participant will refer to such evidence
in a manner sufficient to allow the Plan Administration Committee to identify and locate such
evidence.



               (b) Denial of Claims. If a claim is denied in whole or in part, the Plan
Administration Committee will give the claimant written notice of the decision within ninety (90)
days (or within forty-five (45) days if the claim requires a determination of disability) of the
date the claim was submitted. Such written notice will set forth in a manner calculated to be
understood by the claimant (1) the specific reason or reasons for the denial; (2) specific
references to pertinent Plan provisions on which the denial is based; (3) a description of any
additional material or information necessary for the claimant to perfect the claim, along with an
explanation of why such material or information is necessary; and (4) appropriate information
about the steps to be taken if the claimant wishes to submit the claim for review of the denial.
This initial period for review of a claim for benefits may be extended for an additional ninety
(90) days (or for up to two additional thirty (30) day periods if the claim requires a
determination of disability) by a written notice to the claimant setting forth the reason for the
extension. If the Plan Administration Committee fails to respond to a claim within the time limits
set forth above, the claim will be deemed denied and the Participant may request review by the
Plan Administration Committee as set forth in Section 19.2(c).



               (c) Appeals Procedure. If a claim is denied, in whole or in part, or if the claimant
has no response to such claim within the applicable time period (in which



95









 




case the claim for benefits will be deemed to be denied), the claimant or his or her duly
authorized representative may appeal the denial to the Plan Administration Committee (if the claim
requires a determination of disability, it is possible that the appeal may be heard by only certain
members of the Plan Administration Committee or, if deemed necessary by the Plan Administration
Committee, by some or all of the members of the Board of Directors of the Company) within sixty
(60) days (or within one hundred and eighty (180) days if the claim requires a determination of
disability) of receipt of written notice of denial or the expiration of the applicable time period.
In pursuing his or her appeal, the claimant or his or her duly authorized representative:





     (1) will request in writing that the Plan Administration Committee
review the denial;




     (2) will review pertinent documents; and




     (3) will submit evidence as well as written issues, comments or
arguments.


The decision on review will be made within sixty (60) days (or within forty-five (45) days if the
claim requires a determination of disability) of receipt of the request for review, unless special
circumstances require an extension of time for processing, in which case a decision will be
rendered as soon as possible, but not later than one hundred twenty (120) days (or ninety (90) days
if the claim requires a determination of disability) after receipt of the request for review. If
such an extension of time is required, written notice of the extension will be furnished to the
claimant before the end of the initial review period. The decision on review will be made in
writing, will be written in a manner calculated to be understood by the claimant, and will include
specific references to the provision of the plan on which the denial is based. If the decision on
review is not furnished within the time specified above, the claim will be deemed denied on review.
The decision will be final and conclusive and a Participant will not be permitted to bring suit at
law or in equity on a claim without first exhausting the remedies available hereunder. No action at
law or in equity to recover under this Plan will be commenced later than one year from the date of
the decision on review (or if no decision is furnished within the applicable time period following
receipt of the request for review, the last day of the applicable time period for review).




          To the extent permitted under ERISA, the Plan will indemnify the Plan Administration
Committee, the Trusts Investment Committee, and the Board of Directors of the Company against any
cost or liability which they may incur in the course of administering the Plan and executing the
duties assigned pursuant to the Plan. The Company will indemnify the Plan Administration Committee,
the Trusts Investment Committee, and the Board of Directors of the Company against any personal
liability or



96









 




cost not provided for in the preceding sentence which they may incur as a result of any act or
omission in relation to the Plan or its Participants. Notwithstanding the foregoing, however, no
person will be indemnified for any act or omission that results from that person’s intentional or
willful misconduct, or illegal activity. The Company may purchase fiduciary liability insurance to
insure its obligation under this Section. The Company will have the right to select counsel to
defend any such persons in connection with any litigation arising from the execution of their
duties under the Plan.


               (d) Summary
Plan Description. More detailed claims procedures are set forth in the
Plan’s summary plan description. In addition, the summary plan description contains further details
regarding the procedures for claims that require a determination of disability, including the
content of required written notices, rules regarding the appeal process, and the use and disclosure
of health care professionals. Claims that require a determination of disability will comply with
the Department of Labor’s regulations set forth in 29 C.F.R. § 2560.503.1.


          19.3.
Action by the Committees. The Plan Administration Committee and the Trusts
Investment Committee will hold meetings upon such notice, at such place or places and at such time
or times, as each may from time to time determine. A majority of the members of the respective
Committee at the time in office will constitute a quorum for the transaction of business. All
resolutions adopted or other action taken by the respective Committee will be by vote of a majority
of the members thereof present at any meeting or without a meeting by instrument in writing signed
by a majority of the members of the respective Committee, as the case may be. A dissenting member
of any Committee who, within a reasonable time after he has knowledge of any action or failure to
act by the majority, takes such reasonable and legal steps in opposing such action or failure to
act as may be appropriate, will not be responsible for any such action or failure to act.


          No member of the Plan Administration Committee or the Trusts Investment Committee will have
any right to vote or decide upon any matter relating solely to himself or solely to any of his
rights or benefits under the Plan.


          The Plan Administration Committee will from time to time establish rules for the
administration of the Plan and the transaction of its business and will make determination of all
questions arising out of or in connection with the provisions of the Plan not required by the Plan
to be determined by the Board of Directors of the Company, the Trusts Investment Committee, the
401(k) Savings Trustee, the ESOP Trustee, or a Participating Employer, and any such determination
will be conclusive upon all persons having an interest in or under the Plan.



97








 




ARTICLE XX


AMENDMENT; TERMINATION; MERGER


          20.1.
Amendment. While the Company expects and intends to continue the Plan, the Board
of Directors of the Company reserves the right to amend the Plan at any time, except as follows:



     (a) the duties and liabilities of the 401(k) Savings Trustee and the ESOP
Trustee cannot be substantially changed without their respective consent; and



     (b) no amendment will reduce a Participant’s benefits to less than the amount
such Participant would be entitled to receive if such Participant had resigned from
the employ of the Company on the date of the amendment.



     (c) Notwithstanding the foregoing, the Chief Executive Officer of the Company
shall, without action of the Board of Directors of the Company, have the authority
to adopt (i) technical amendments to the Plan which are specifically requested by
the U.S. Internal Revenue Service or the U.S. Department of Labor, (ii)
non-substantive amendments to the Plan and (iii) amendments to change minor
administrative functions of the Plan.


          20.2.
Termination. The Plan will terminate on any day
specified by the Board of Directors of the Company. The Plan will terminate on
the first to occur of the following:



     (a) the date it is terminated by the Board of Directors of the Company if
thirty (30) days’ advance written notice is given to the 401(k) Savings Trustee and
the ESOP Trustee;



     (b) the date that the Company’s contributions under the Plan are completely
discontinued;



     (c) the date that the Company is judicially declared bankrupt under Chapter 7
of the U.S. Bankruptcy Code; or



     (d) the dissolution, merger, consolidation or reorganization of the Company,
or the sale by the Company, of all or substantially all of its assets, except that,
subject to the provisions of Section 20.3., with the


98








 




consent of the Company, in any event such arrangements may be made whereby the
Plan will be continued by any successor to the Company or any purchaser of all or
substantially all of the Company’s assets, in which case the successor or
purchaser will be substituted as the Company under the Plan.


          20.3. Merger and Consolidation of Plan; Transfer of Plan Assets. In the case of any
merger or consolidation with, or transfer of assets and liabilities to, any other plan, provisions
will be made so that each Participant in the Plan on the date thereof, if the Plan then terminated,
would receive a benefit immediately after the merger, consolidation or transfer which is equal to
or greater than the benefit he or she would have been entitled to receive immediately prior to the
merger, consolidation or transfer, if the Plan had then terminated.


          20.4. Vesting and Distribution on Termination and Partial Termination. On termination
of the Plan in accordance with the provisions of Section 20.2 or on partial termination of the Plan
by operation of law, the date of termination or partial termination, as the case may be, will be an
Anniversary Date and, after all adjustments then required under the Plan have been made, each
affected employee’s benefits will be nonforfeitable. If, on termination of the Plan, a Participant
remains an employee of a Participating Employer, in lieu of electing to receive a distribution of
his or her entire Account balances under the Plan, the Participant may elect to retain his or her
Account balances in the 401(k) Savings and ESOP Trusts, and, if applicable, invested pursuant to
the QPC GAC, until after his or her termination of employment with all Participating Employers. If,
on termination of the Plan, a Participant is not employed by a Participating Employer, then, to the
extent permitted under Section 411(d)(6) of the Code and regulations issued thereunder, that
Participant will receive an automatic lump-sum distribution of his or her entire Account balances.


ARTICLE XXI


TOP-HEAVY PROVISIONS


          21.1. Top-Heavy Determination. As of each Anniversary Date, the Plan Administration
Committee will compute the aggregate of Participation Units allocated to the accounts of all “Key
Employees” of the Company and Related Companies. For purposes of this Section, the term “Key
Employee” will have the same definition as that term has under
Section 416(i)(1) of the Code and
the term “Compensation” has the meaning given such term by Section 414(q)(4) of the Code. A
“Non-Key Employee” will be any employee other than a Key Employee (including any former Key
Employee). If the aggregate number of Participation Units allocated to the accounts of all Key
Employees exceeds sixty percent (60%) of the aggregate number of Participation Units


99








 




allocated to the accounts of all Participants, excluding any individual who has not performed an
Hour of Service for the Company or a Related Company at any time during the five (5) year period
ending on the Anniversary Date, then the Plan will be deemed to be top heavy for the Plan Year next
following such Anniversary Date (and in the case of the initial Plan Year, for the Plan Year ending
with such Anniversary Date). For purposes of making the above determination, there will be
considered (1) all other qualified plans of the Company and Related Companies in which a Key
Employee is a Participant (or in which such a Key Employee has participated in any of the preceding
four years), and (2) each other Plan of the Company and Related Companies which, during such
period, enables any Plan in which a Key Employee participates to meet the requirements of Sections
401(a)(4) and 410 of the Code. In making the top-heavy determination contemplated herein, the Plan
Administration Committee may take into account plans of the Company and Related Companies that are
not part of the “required aggregation group” described in the preceding sentence, but that satisfy
the requirements of Sections 401(a)(4) and 410 of the Code when considered together with the
required aggregation group. In the event the Plan Administration Committee determines that the Plan
is top heavy, it will promptly advise the 401(k) Savings Trustee and the ESOP Trustee of such
top-heavy status.


          21.2.
Minimum Vesting. For each Plan Year that the Plan is top
heavy, the vesting schedules set forth in Sections 8.1(b), (c) and (e) and 8.2
will be replaced by a three (3) year vesting requirement, which will be applied
to determine a Participant’s vested portion of his or her Account balance.


          In the event that the Plan subsequently ceases to be top heavy, the vesting schedules set
forth in Sections 8.1(b), (c) and (e) and 8.2 will again apply; however, in no event will the
vested percentage of a Participant’s Account balance be less than the applicable vested percentage
determined under the above schedule while the Plan was top heavy. Further, the above vesting
schedule will continue to apply with respect to each Participant who has completed at least three
(3) 401(k) Years of Vesting Service as of the beginning of the Plan Year in which the Plan ceases
to be top heavy.


          21.3.
Minimum Allocations. Notwithstanding the foregoing, for any Top Heavy Plan Year,
the sum of the Participating Employer contributions and Forfeitures allocated to the Participant’s
Combined Account of each Employee will be equal to at least three percent of such Employee’s “415
Compensation” (reduced by contributions and Forfeitures, if any, allocated to each Employee in any
defined contribution plan included with this plan in a Required Aggregation Group). However, if (1)
the sum of the Participating Employer contributions and Forfeitures allocated to the Participant’s
Combined Account of each Key Employee for such Top Heavy Plan Year is less than three percent of
each Key Employee’s “415 Compensation” and (2) this Plan is not required to be included in an
Aggregation Group to enable a defined benefit plan to meet


100








 




the requirements of Code Section 401(a)(4) or 410, the sum of the Participating Employer
contributions and Forfeitures allocated to the Participant’s Combined Account of each Employee
will be equal to the largest percentage allocated to the Participant’s Combined Account of any Key
Employee. However, in determining whether a Non-Key Employee has received the required minimum
allocation, such Non-Key Employee’s Deferred Compensation and matching contributions needed to
satisfy the “Actual Contribution Percentage” tests pursuant to Section 4.7(a) will not be taken
into account.




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



               (a) For purposes of the minimum allocations set forth above, the percentage allocated to the
Participant’s Combined Account of any Key Employee will be equal to the ratio of the sum of the
Participating Employer contributions and Forfeitures allocated on behalf of such Key Employee
divided by the “415 Compensation” for such Key Employee.



               (b) For any Top Heavy Plan Year, the minimum allocations set forth above will be allocated to
the Participant’s Combined Account of all Employees who are Participants and who are employed by
the Participating Employer on the last day of the Plan Year, including Employees who have (1)
failed to complete a 401(k) Year of Vesting Service; and (2) declined to make mandatory
contributions (if required) or, in the case of a cash or deferred arrangement, elective
contributions to the Plan.



               (c) In lieu of the above, in any Plan Year in which an Employee is a Participant in both this
Plan and a defined benefit pension plan included in a Required Aggregation Group which is top
heavy, the Participating Employer will not be required to provide such Employee with both the full
separate defined benefit plan minimum benefit and the full separate defined contribution plan
minimum allocation.



          Therefore, for any Plan Year when the Plan is a Top Heavy Plan, an Employee who is
participating in this Plan and a defined benefit plan maintained by the Participating Employer will
receive a minimum monthly accrued benefit in the defined benefit plan equal to the product of (1)
one-twelfth of “415 Compensation” averaged over the five consecutive “Limitation Years” (or actual
“Limitation Years,” if less) which produce the highest average and (2) the lesser of (i) two
percent multiplied by 401(k) Years of Vesting Service when the Plan is top heavy or (ii) twenty
percent.



               (d) For the purposes of this Section, “415 Compensation” will be limited to $150,000.
Such
amount will be adjusted for increases in the cost of living in accordance with Code Section
401(a)(17), except that the dollar increase in effect on



101









 




January 1 of any calendar year will be effective for the Plan Year beginning with or within such
calendar year. For any short Plan Year the “415 Compensation” limit will be an amount equal to the
“415 Compensation” limit for the calendar year in which the Plan Year begins multiplied by the
ratio obtained by dividing the number of full months in the short Plan Year by twelve (12).




          For Plan Years beginning on and after January 1, 2002:



          21.4.
Key Employee. Key Employee means any employee or former employee (including any
deceased employee) who at any time during the Plan Year that includes the determination date was an
officer of ISO or a Related Company having annual compensation greater than $130,000 (as adjusted
under Section 416(i)(1) of the Code for Plan Years beginning after December 31, 2002), a five (5%)
percent owner of ISO or a Related Company or a one (1%) percent of ISO or a Related Company having
annual compensation of more than $150,000. For this purpose, annual Compensation means compensation
within the meaning of Section 415(c)(3) of the Code and the applicable regulations and other
guidance of general applicability issued thereunder.



          21.5.
Determination of Present Values and Amounts. This Section 21.5 shall apply for
purposes of determining the present values of accrued benefits and the amounts of account balances
of employees as of the determination date.



               (a) The present values of accrued benefits and the amounts of account balances of a
Participant as of the determination date shall be increased by the distributions made with respect
to the Participant under the Plan and any plan aggregated with this Plan under Section 416(g)(2) of
the Code during the one (1) year period ending on the determination date. The preceding sentence
shall also apply to distributions under a terminated plan which, had it not been terminated, would
have been aggregated with the Plan under Section 416(g)(2)(A)(i) of the Code. In the case of a
distribution made for a reason other than separation of service, death, or disability, this
provision shall be applied by substituting five (5) year period for one (1) year period.



               (b) The accrued benefits and accounts of any individual who has not yet performed services for
ISO or any Related Company during the one (1) year period ending on the determination date shall
not be taken into account.



          21.6.
Minimum Benefits.



               (a) Company Matching Contributions shall be taken into account for purposes of
satisfying the minimum contribution requirements of
Section 416(c)(2) of the Code and the Plan. The
preceding sentence shall apply with respect to matching contributions under the Plan, or, if the
Plan provides the minimum contribution



102









 




requirement shall be met in another plan, such other plan. Company Matching Contributions that are
used to satisfy the minimum contribution requirements shall be treated as matching contributions
for purposes of the actual contribution percentage test and other requirements of Section 401(m)
of the Code.


               (b) The Participating Employer may provide that the minimum benefit requirement shall be met
in another plan (including another plan that consists solely of a cash or deferred arrangement
which meets the requirements of Section 401(k)(12) of the Code and matching contributions with
respect to which the requirements of Section 401(m)(11) of the Code are met).


ARTICLE XXII


MISCELLANEOUS


          22.1. Nonguarantee of Employment. Nothing contained in this Plan will be construed as
a contract of employment between the Participating Employer and any Employee, or as a right of any
Employee to be continued in the employment of the Participating Employer, or as a limitation of the
right of the Participating Employer to discharge any of its Employees, with or without cause.


          22.2. Right to Trust and Other Assets. No Employee or Beneficiary will have any right
to, or interest in, any assets of the 401(k) Savings Trust or ESOP Trust, or any assets held under
the QPC GAC, upon termination of his or her employment or otherwise, except as provided from time
to time under this Plan, and then only to the extent of the benefits payable under the Plan to such
Employee or Beneficiary out of the assets of any such trust fund or guaranteed annuity contract.
All payments of benefits as provided for in this Plan will be made solely out of the assets of the
401(k) Savings Trust or ESOP Trust, and/or from the assets held under the QPC GAC, as the case may
be, and none of the fiduciaries will be liable therefore in any manner.


          22.3. Nonalienation of Benefits. Except as otherwise required by law, or, effective
January 1, 1985 pursuant to a “qualified domestic relations order” as defined in Section 206(d) of
ERISA and Section 414(p) of the Code, benefits under the Plan may not be assigned or alienated. A
determination by the Plan Administration Committee that a domestic relations order constitutes a
Qualified Domestic Relations Order will be binding and conclusive as to all parties thereto.
Reasonable administrative expenses incurred for such determination may be deducted from the
appropriate Participant’s Account prior to any division of the Account balances. If required
pursuant to the terms of the Qualified Domestic Relations Order, an “alternate payee” (as defined
in Section 414(p) of the Code) thereunder may receive distributions under the Plan notwithstanding
the fact that the Participant whose Account is effected by the Qualified Domestic


103








 




Relations Order is not yet receiving distributions under the Plan.



          22.4. Nonforfeitability of Benefits. Subject only to the specific provisions of this
Plan, nothing will be deemed to divest a Participant of his or her right to the nonforfeitable
benefits to which he or she becomes entitled in accordance with the provisions of this Plan;
provided, however, such benefit may be forfeited if the Participant or Beneficiary cannot
be found and such benefit will be reinstated, out of forfeitures under Section 8.1(e) if a claim is
made by the Participant or Beneficiary.


          22.5. Mergers and Consolidation. In the case of any merger or consolidation with, or
transfer of assets or liabilities of the Plan of any Participating Employer to any other plan, each
Participant in the Plan will (if the Plan is terminated) receive a benefit immediately after the
merger, consolidation, or transfer which is equal to or greater than the benefit he or she would
have been entitled to receive immediately before the merger, consolidation, or transfer (if the
Plan had then terminated).


          22.6. Reversion. Except for payment of reasonable expenses of the Plan and 401(k)
Savings Trust and ESOP Trust and as otherwise provided in this Section 22.6, at no time will any
part of the corpus or income be (within the taxable year or thereafter) used for, or diverted to
purposes other than for the exclusive benefit of the Employees or
their Beneficiaries. Except as
otherwise provided herein, the assets of the Plan will not inure to the benefit of the Company or
an Related Company, and will be held for the exclusive purposes of providing benefits to
Participants and beneficiaries and defraying reasonable expenses of administering the Plan.
Notwithstanding the foregoing sentence:


               (a) if a Company Contribution is made under a mistake of fact, such contribution may be
returned, at the discretion of the Board of Directors of the Company, within one (1) year after
payment of such contribution.


               (b) all contributions to the Plan are conditioned on initial qualification of the Plan under
Section 401 of the Code. If the Plan does not so qualify for any Plan Year for which a Company
Contribution is made, such Company Contribution may be returned, at the discretion of the Board of
Directors of the Company, within one (1) year after the date of denial of initial qualification of
the Plan.


               (c) all
contributions to the Plan are conditioned upon the deductibility thereof, for Federal
income tax purposes, under Section 404 of the Code. If and to the extent that such deduction is
disallowed, Company Contributions (to the extent disallowed) may be returned, at the discretion of
the Board of Directors of the Company, within one (1) year after the disallowance of the deduction.


          22.7. Certain Administrative Expenses. For Plan Years commencing after


104








 




December 31, 1997, all fees that the Plan Administration Committee determine are appropriately
paid from Plan assets will be charged against the assets of the Participating Employer’s Plan and
allocated against the accounts of the Participants of the Participating Employer unless the
Participating Employer pays part or all of such fees. The amount assessed against each Participant
for fees relating to investment transactions will be the amount charged for the transaction.



          22.8. Electronic Writings. To the extent permitted by law and under ERISA, any
written consent or authorization required under the Plan may be made electronically or by
telephone.


          22.9. Legal Agent. The General Counsel of the Company, or in his or her absence the
Assistant General Counsel of the Company, will serve as the legal agent for service of process
upon the Plan, to be served at the following address:



Insurance Services Office, Inc.
545
Washington Boulevard
Jersey City, New
Jersey 07310

Attention: Law Department


          22.10. Construction. It is intended that this Plan will be construed so as to qualify
as a tax-advantaged 401(k) savings plan and an employee stock ownership plan, contributions to
which will be deductible from the net income of the Participating Employers.


          22.11. Compliance With USERRA. Notwithstanding any provision of this Plan to the
contrary, contributions, benefits and service credit with respect to qualified military service
will be provided in accordance with Section 414(u) of the Code.


          22.12.
Merger of AppIntelligence, Inc. 401(k) Plan. Effective as of July 1, 2005, (a)
the AppIntelligence, Inc. 401(k) Plan was merged with and into the 401(k) Savings portion of the
Plan, (b) all undistributed account balances and all liabilities, including loans, associated
therewith for participants in the AppIntelligence, Inc. 401(k) Plan were transferred from the
AppIntelligence, Inc. 401(k) Plan to this Plan, and (c) new Accounts for participants under the
AppIntelligence, Inc. 401(k) plan were established under this Plan.


          22.13. Plan Mergers Effective as of January 1, 2006. Effective as of January 1, 2006,
(a) the Quality Planning Corporation 401-K Profit Sharing Plan, the DxCG, Inc. 401(k) Plan, and the
ISO Strategic Solutions, Inc. 401K Plan (previously known as the Ascendant One, Inc. 401K Plan)
were merged with and into the 401(k) Savings portion of the Plan, (b) all undistributed account
balances and all liabilities,


105








 







including loans, associated therewith for participants in those three plans were transferred from
those plans to this Plan, and (c) new Accounts for participants under those three plans were
established under this Plan. Notwithstanding the foregoing, any account balances that were held
under the Quality Planning Corporation 401-K Profit Sharing Plan as of the close of business on
December 31, 2005 will continue to be held and invested pursuant to the terms of the QPC GAC, until
such time as a Participant receives a distribution of his or her account balances under the terms
of this Plan or the account balances are transferred from The Lincoln National Life Insurance
Company to the 401(k) Savings Trust.



* * *




106









 




     IN WITNESS WHEREOF, INSURANCE SERVICES OFFICE, INC. has caused this instrument to be executed
this 19th day of December, 2007, to be effective as of January 1, 2008.



	 	 	 	 	 
	 	INSURANCE SERVICES OFFICE, INC.

 	 
	 	By:  	/s/ Frank J. Coyne
 	 
	 	 	Name:  	Frank J. Coyne 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 




 









 





SCHEDULE A




ESOP PARTICIPATING EMPLOYERS 




Insurance Services Office, Inc.




ISO Services, Inc.




ISO Staff Services, Inc.




ISO Claims Services, Inc.




Elliston LLC




AIR Worldwide Corporation




ISO Strategic Solutions, Inc.




Intellicorp Records, Inc.




DxCG, Inc. (now known as Urix, Inc.)




Quality Planning Corporation




AppIntelligence, Inc. (now known as Interthinx, Inc.)




Sysdome, Inc. (now known as Interthinx, Inc.)




ISO Insurance Solutions, Inc. (now known as Xactware Solutions, Inc.)




National Equipment Register, Inc.




S-1









 




SCHEDULE B


401(k) PARTICIPATING EMPLOYERS 


Insurance Services Office, Inc.


ISO Services, Inc.


ISO Staff Services, Inc.


ISO Claims Services, Inc.


AIR Worldwide Corporation


Sysdome, Inc. (now known as Interthinx, Inc.)


AppIntelligence, Inc. (now known as Interthinx, Inc.)


Quality Planning Corporation


DxCG, Inc. (now known as Urix, Inc.)


ISO Strategic Solutions, Inc.


Intellicorp Records, Inc.


National Equipment Register, Inc.


ISO Insurance Solutions, Inc. (now known as Xactware Solutions, Inc.)


S-2








 




SCHEDULE C



OPTIONAL EMPLOYER CONTRIBUTION PARTICIPATING EMPLOYERS 


Insurance Services
Office, Inc.


ISO Services, Inc.


ISO Staff Services, Inc.



S-3