exv10w1



 





Exhibit 10.1




SANDRIDGE ENERGY, INC. 401(k) PLAN




401(k) Plan CL2005




Restated March 1, 2007




 









 




Your plan is an important legal document. This sample plan has been prepared based on our
understanding of the desired provisions. It may not fit your situation. You should consult with
your lawyer on the plan’s legal end tax implications. Neither Principal Life Insurance Company nor
its agents can be responsible for the legal or tax aspects of the plan nor its appropriateness for
your situation. If you wish to change the provisions of this sample plan, you may ask us to prepare
new sample wording for you and your lawyer to review.




 









 





TABLE OF CONTENTS




	 
	INTRODUCTION

	 

	ARTICLE I FORMAT AND DEFINITIONS

	 

	Section 1.01 — Format

	Section 1.02 — Definitions

	 

	ARTICLE II PARTICIPATION

	 

	Section 2.01 — Active Participant

	Section 2.02 — Inactive Participant

	Section 2.03 — Cessation of Participation

	Section 2.04 — Adopting Employers — Single Plan

	 

	ARTICLE III CONTRIBUTIONS

	 

	Section 3.01 — Employer Contributions

	Section 3.01A —  Rollover Contributions

	Section 3.02 — Forfeitures

	Section 3.03 — Allocation

	Section 3.04 — Contribution Limitation

	Section 3.05 — Excess Amounts

	 

	ARTICLE IV INVESTMENT OF CONTRIBUTIONS

	 

	Section 4.01 — Investment and Timing of Contributions

	Section 4.01A — Investment in Qualifying Employer Securities

	 

	ARTICLE V BENEFITS

	 

	Section 5.01 —  Retirement Benefits

	Section 5.02 — Death Benefits

	Section 5.03 — Vested Benefits

	Section 5.04 — When Benefits Start

	Section 5.05 — Withdrawal Benefits

	Section 5.06 — Loans to Participants

	Section 5.07 — Distributions Under Qualified Domestic Relations Orders

	 

	ARTICLE VI DISTRIBUTION OF BENEFITS

	 

	Section 6.01 — Form of Distribution

	Section 6.02 —  Election Procedures

	Section 6,03 — Notice Requirements







					
	 	 	 	 	 
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	ARTICLE VII REQUIRED MINIMUM DISTRIBUTIONS

	 

	Section 7.01 — Application

	Section 7.02 — Definitions

	Section 7.03 — Required Minimum Distributions

	Section 7.04 — Transition Rules

	 

	ARTICLE VIII TERMINATION OF THE PLAN

	 

	ARTICLE IX ADMINISTRATION OF THE PLAN

	 

	Section 9.01 — Administration

	Section 9.02 — Expenses

	Section 9.03 — Records

	Section 9.04 — Information Available

	Section 9.05 — Claim Procedures

	Section 9.06 — Delegation of Authority

	Section 9.07 — Exercise of Discretionary Authority

	Section 9.08 — Transaction Processing

	Section 9.09 — Voting and Tender of Qualifying Employer Securities

	 

	ARTICLE X GENERAL PROVISIONS

	 

	Section 10.01 — Amendments

	Section 10.02 — Direct Rollovers

	Section 10.03 — Mergers and Direct Transfers

	Section 10.04 — Provisions Relating to the Insurer and Other Parties

	Section 10.05 — Employment Status

	Section 10.06 — Rights to Plan Assets

	Section 10.07 — Beneficiary

	Section 10.08 — Nonalienation of Benefits

	Section 10.09 — Construction

	Section 10.10 — Legal Actions

	Section 10.11 — Small Amounts

	Section 10.12 — Word Usage

	Section 10.13 — Change in Service Method

	Section 10.14 — Military Service

	 

	ARTICLE XI TOP-HEAVY PLAN REQUIREMENTS

	 

	Section 11.01 — Application

	Section 11.02 — Definitions

	Section 11.03 — Modification of Vesting Requirements

	Section 11.04 — Modification of Contributions

	 

	PLAN EXECUTION







					
	 	 	 	 	 
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INTRODUCTION




     The Primary Employer previously established a 401 (k) savings plan on October 1, 1997.



     The Primary Employer is of the opinion that the plan should be changed. It believes that the
best means to accomplish these changes is to completely restate the plan’s terms, provisions and
conditions. The restatement, effective March 1, 2007, is set forth in this document and is
substituted in lieu of the prior document with the exception of any good faith compliance
amendment and any model amendment. Such amendment(s) shall continue to apply to this restated
plan until such provisions are integrated into the plan or such amendment(s) are superseded by
another amendment.



     The restated plan continues to be for the exclusive benefit of employees of the
Employer. All persons covered under the plan on February 28, 2007, shall continue to be
covered under the restated plan with no loss of benefits.



     It is intended that the plan, as restated, shall qualify as a profit sharing plan under
the Internal Revenue Code of 1986, including any later amendments to the Code.



     This plan includes changes made to reflect the statutory, regulatory, and guidance
changes specified in the 2005 Cumulative List of Changes in Plan Qualification Requirements
(2005 Cumulative List) contained in Internal Revenue Service Notice 2005-101 and the
qualification requirements and guidance published before the issuance of such list. The
provisions of this plan apply as of the effective date of the restatement unless otherwise
specified.



					
	 	 	 	 	 
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	 	INTRODUCTION (6-14161)






 









 





ARTICLE I




FORMAT AND DEFINITIONS




SECTION 1.01—FORMAT.




     Words and phrases defined in the DEFINITIONS SECTION of Article I shall have that defined
meaning when used in this Plan, unless the context clearly indicates otherwise.



     These words and phrases have an initial capital letter to aid in identifying them
as defined terms.



SECTION 1.02—DEFINITIONS.





Account means, for a Participant, his share of the Plan Fund. Separate accounting
records are kept for those parts of his Account that result from:




	 	(a)	 	Pre-tax Elective Deferral Contributions
	 
	 	(b)	 	Matching Contributions
	 
	 	(c)	 	Qualified Nonelective Contributions
	 
	 	(d)	 	Other Employer Contributions
	 
	 	(e)	 	Rollover Contributions






If the Participant’s Vesting Percentage is less than 100% as to any of the Employer
Contributions, a separate accounting record will be kept for any part of his Account
resulting from such Employer Contributions and, if there has been a prior Forfeiture
Date, from such Contributions made before a prior Forfeiture Date.




A Participant’s Account shall be reduced by any distribution of his Vested Account and
by any Forfeitures. A Participant’s Account shall participate in the earnings credited,
expenses charged, and any appreciation or depreciation of the Investment Fund. His
Account is subject to any minimum guarantees applicable under the Annuity Contract or
other investment arrangement and to any expenses associated therewith.




ACP Test means the nondiscrimination test described in Code Section 401(m)(2) as
provided for in subparagraph (d) of the EXCESS AMOUNTS SECTION of Article III.




Active Participant means an Eligible Employee who is actively participating in the Plan
according to the provisions in the ACTIVE PARTICIPANT SECTION of Article II.




Adopting Employer means an employer which is a Controlled Group member and which is
listed in the ADOPTING EMPLOYERS — SEPARATE PLANS SECTION of Article II.



					
	 	 	 	 	 
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ADP Test means the nondiscrimination test described in Code Section 401(k)(3) as
provided for in subparagraph (c) of the EXCESS AMOUNTS SECTION of Article III.




Affiliated Service Group means any group of corporations, partnerships or other
organizations of which the Employer is a part and which is affiliated within the meaning
of Code Section 414(m) and the regulations thereunder. Such a group includes at least two
organizations one of which is either a service organization (that is, an organization the
principal business of which is performing services), or an organization the principal
business of which is performing management functions on a regular and continuing basis.
Such service is of a type historically performed by employees. In the case of a
management organization, the Affiliated Service Group shall include organizations
related, within the meaning of Code Section 144(a)(3), to either the management
organization or the organization for which it performs management functions. The term
Controlled Group, as it is used in this Plan, shall include the term Affiliated Service
Group.




Alternate Payee means any spouse, former spouse, child, or other dependent of a
Participant who is recognized by a qualified domestic relations order as having a right
to receive all, or a portion of, the benefits payable under the Plan with respect to
such Participant.




Annual Compensation means, for a Plan Year, the Employee’s Compensation for the
Compensation Year ending with or within the consecutive 12-month period ending on the
last day of the Plan Year.




Annual Compensation shall only include Compensation received while an Active Participant.




Annuity Contract means the annuity contract or contracts into which the Trustee or the
Primary Employer enters with the Insurer for guaranteed benefits, for the investment of
Contributions in separate accounts, and for the payment of benefits under this Plan.




Annuity Starting Date means, for a Participant, the first day of the first period for
which an amount is payable as an annuity or any other form.




Beneficiary means the person or persons named by a Participant to receive any benefits
under the Plan when the Participant dies. See the BENEFICIARY SECTION of Article X.




Catch-up Contributions means Elective Deferral Contributions made to the Plan that are in
excess of an otherwise applicable Plan limit and that are made by Participants who are
age 50 or older by the end of the taxable year. An otherwise applicable Plan limit is a
limit in the Plan that applies to Elective Deferral Contributions without regard to
Catch-up Contributions, such as the limits on the Maximum Annual Additions, as defined in
the CONTRIBUTION LIMITATION SECTION of Article III, the dollar limitation on Elective
Deferral Contributions under Code Section 402(g) (not counting Catch-up Contributions),
and the limit imposed by the ADP Test.




Catch-up Contributions are not subject to the limits on the Maximum Annual Additions, as
defined in the CONTRIBUTION LIMITATION SECTION of Article III, are not counted in the ADP
Test, and are not counted in determining the minimum allocation under Code Section 416
(but Catch-up Contributions made in prior years are counted in determining whether the
Plan is top-heavy).




Claimant means any person who makes a claim for benefits under this Plan. See the CLAIM
PROCEDURES SECTION of Article IX.



					
	 	 	 	 	 
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	 	ARTICLE I (6-14161)






 









 






Code means the Internal Revenue Code of 1986, as amended.




Compensation means, except for purposes of the CONTRIBUTION LIMITATION SECTION of
Article III and Article XI, the total earnings, except as modified in this definition,
paid or made available to an Employee by the Employer during any specified period.




“Earnings” in this definition means wages within the meaning of Code Section 3401(a)
and all other payments of compensation to an Employee by the Employer (in the course of
the Employer’s trade or business) for which the Employer is required to furnish the
Employee a written statement under Code Sections 6041(d), 6051(a)(3), and 6052.
Earnings must be determined without regard to any rules under Code Section 3401(a) that
limit the remuneration included in wages based on the nature or location of the
employment or the services performed (such as the exception for agricultural labor in
Code Section 3401(a)(2)). The type of compensation that is reported in the “Wages, Tips
and Other Compensation” box on Form W-2 satisfies this definition.




For any Self-employed Individual, Compensation means Earned Income.




Compensation shall exclude the following:




	 	•	 	reimbursements or other expense allowances, fringe benefits (cash and
noncash), moving expenses, deferred compensation (other than elective
contributions), and welfare benefits
	 
	 	•	 	taxable value of qualified or nonqualified stock options
	 
	 	•	 	severance pay
	 
	 	•	 	non-performance based bonuses, such as retention
bonuses, relocation pay, signing bonus and holiday type bonuses






For purposes of the EXCESS AMOUNTS SECTION of Article III, Compensation shall not
exclude those items listed above unless such Compensation is nondiscriminatory in
accordance with the regulations under Code Section 414(s).




Compensation shall include any elective deferral (as defined in Code Section
402(g)(3)), and any amount which is contributed or deferred by the Employer at the
election of the Employee and which is not includible in the gross income of the
Employee by reason of Code Section 125, 132(f)(4), or 457. Compensation shall also
include employee contributions “picked up” by a governmental entity and, pursuant to
Code Section 414(h)(2), treated as Employer contributions.




For Plan Years beginning on and after January 1, 2005, payments made within 2 1/2
months after Severance from Employment will be Compensation if they are payments that,
absent a Severance from Employment, would have been paid to the Employee while the
Employee continued in employment with the Employer and are regular compensation for
services during the Employee’s regular working hours, compensation for services outside
the Employee’s regular working hours (such as overtime or shift differential),
commissions, bonuses, or other similar compensation, and payments for accrued bona fide
sick, vacation, or other leave, but only if the Employee would have been able to use
the leave if employment had continued. Any payments not described above are not
considered compensation if paid after Severance from Employment, even if they are paid
within 2 1/2 months following Severance from Employment, except for payments to an
individual who does not currently perform services for the Employer by reason of
qualified military service (within the meaning ot Code Section 414(u)(1)) to the



					
	 	 	 	 	 
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	 	ARTICLE I (6-14161)






 









 






extent these payments do not exceed the amounts the individual would have received if the
individual had continued to perform services for the Employer rather than entering
qualified military service.




For purposes of the EXCESS AMOUNTS SECTION of Article III, the Employer may elect to use
an alternative nondiscriminatory definition of Compensation in accordance with the
regulations under Code Section 414(s).




For Plan Years beginning on or after January 1, 2002, the annual Compensation of each
Participant taken into account in determining contributions and allocations shall not exceed
$200,000, as adjusted for cost-of-living increases in accordance with Code Section 401
(a)|17)(B). The cost-of-living adjustment in effect for a calendar year applies to any
determination period beginning in such calendar year.




If a determination period consists of fewer than 12 months, the annual compensation limit
is an amount equal to the otherwise applicable annual compensation limit multiplied by a
fraction. The numerator of the fraction is the number of months in the short
determination period, and the denominator of the fraction is 12.




If Compensation for any prior determination period is taken into account in determining a
Participant’s contributions or allocations for the current Plan Year, the Compensation
for such prior determination period is subject to the applicable annual compensation
limit in effect for that determination period. For this purpose, in determining
contributions and allocations in Plan Years beginning on or after January 1, 2002, the
annual compensation limit in effect for determination periods beginning before that date
is $200,000.




Compensation means, for a Leased Employee, Compensation for the services the Leased
Employee performs for the Employer, determined in the same manner as the Compensation of
Employees who are not Leased Employees, regardless of whether such Compensation is
received directly from the Employer or from the leasing organization.




Compensation Year means the consecutive 12-month period ending on the last day of each
Plan Year, including corresponding periods before October 1, 1997.




Contributions means


Elective Deferral Contributions

Matching Contributions

Qualified Nonelective Contributions

Discretionary Contributions

Rollover Contributions





as set out in Article III, unless the context clearly indicates only specific contributions
are meant.




Controlled Group means any group of corporations, trades, or businesses of which the
Employer is a part that is under common control. A Controlled Group includes any group
of corporations, trades, or businesses, whether or not incorporated, which is either a
parent-subsidiary group, a brother-sister group, or a combined group within the meaning
of Code Section 414(b), Code Section 414(c) and the regulations thereunder and, for
purposes of determining contribution limitations under the



					
	 	 	 	 	 
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	 	ARTICLE I (6-14161)






 









 






CONTRIBUTION LIMITATION SECTION of Article III, as modified by Code Section 415(h). The
term Controlled Group, as it is used in this Plan, shall include the term Affiliated
Service Group and any other employer required to be aggregated with the Employer under
Code Section 414(o) and the regulations thereunder.




Direct Rollover means a payment by the Plan to the Eligible Retirement Plan specified by the
Distributee.




Discretionary Contributions means discretionary contributions made by the Employer to
fund this Plan. See the EMPLOYER CONTRIBUTIONS SECTION of Article III.




Distributee means an Employee or former Employee. In addition, the Employee’s (or former
Employee’s) surviving spouse and the Employee’s (or former Employee’s) spouse or former
spouse who is the alternate payee under a qualified domestic relations order, as defined
in Code Section 414(p), are Distributees with regard to the interest of the spouse or
former spouse.




Earned Income means, for a Self-employed Individual, net earnings from self-employment
in the trade or business for which this Plan is established if such Self-employed
Individual’s personal services are a material income producing factor for that trade or
business. Net earnings shall be determined without regard to items not included in gross
income and the deductions properly allocable to or chargeable against such items. Net
earnings shall be reduced for the employer contributions to the Employer’s qualified
retirement plan(s) to the extent deductible under Code Section 404.




Net earnings shall be determined with regard to the deduction allowed to the Employer by
Code Section 164(f) for taxable years beginning after December 31, 1989.




Elective Deferral Contributions means contributions made by the Employer to fund this
Plan in accordance with elective deferral agreements between Eligible Employees and the
Employer.




Elective deferral agreements shall be made, changed, or terminated according to the
provisions of the EMPLOYER CONTRIBUTIONS SECTION of Article III.




Elective Deferral Contributions shall be 100% vested and subject to the distribution
restrictions of Code Section 401 (k) when made. See the WHEN BENEFITS START SECTION of
Article V.




Elective Deferral Contributions means Pre-tax Elective Deferral Contributions.




Eligibility Service means an Employee’s Period of Service. Eligibility Service shall be
measured from his Employment Commencement Date to his most recent Severance Date. This
Period of Service shall be reduced by any Period of Severance that occurred prior to his
most recent Severance Date, unless such Period of Severance is included under the service
spanning rule below. This period of Eligibility Service shall be expressed as months (on
the basis that 30 days equal one month).




However, Eligibility Service is modified as follows:



					
	 	 	 	 	 
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	 	ARTICLE I (6-14161)







 












 





Service with a Predecessor Employer that did not maintain this Plan included:





An Employee’s service with a Predecessor Employer that did not maintain this Plan
shall be included as service with the Employer. This service excludes service
performed while a proprietor or partner.



Period of Military Duty included:





A Period of Military Duty shall be included as service with the Employer to the
extent it has not already been credited.



Period of Severance included (service spanning rule):





A Period of Severance shall be deemed to be a Period of Service under either of
the following conditions:




	 	(a)	 	the Period of Severance immediately follows a period during
which an Employee is not absent from work and ends within 12 months; or
	 
	 	(b)	 	the Period of Severance immediately follows a period during
which an Employee is absent from work for any reason other than quitting,
being discharged, or retiring (such as a leave of absence or layoff ) and
ends within 12 months of the date he was first absent.





Controlled Group service included:





An Employee’s service with a member firm of a Controlled Group while both that
firm and the Employer were members of the Controlled Group shall be included as
service with the Employer.



Eligible Employee means any Employee of the Employer excluding the following:





Bargaining class. Represented for collective bargaining purposes by any collective
bargaining agreement between the Employer and employee representatives, if
retirement benefits were the subject of good faith bargaining and if two percent
or less of the Employees who are covered pursuant to that agreement are
professionals as defined in section 1.410(b)-9 of the regulations. For this
purpose, the term “employee representatives” does not include any organization
more than half of whose members are Employees who are owners, officers, or
executives of the Employer.




Nonresident alien, within the meaning of Code Section 7701(b)(1)(B), who receives
no earned income, within the meaning of Code Section 911(d)(2), from the Employer
that constitutes income from sources within the United States, within the meaning
of Code Section 861(a)(3), or who receives such earned income but it is all exempt
from income tax in the United States under the terms of an income tax convention.




Leased Employee.



					
	 	 	 	 	 
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	 	ARTICLE I (6-14161)






 









 






An Employee considered by the Employer to be an independent contractor, or the employee of
an independent contractor, who is later determined by the Internal Revenue Service to be an
Employee.




Resident of Puerto Rico.




Not on the Employer’s payroll as a common law Employee even if later determined to be an
Employee.


Eligible
Retirement Plan means an eligible plan under Code Section 457(b) which is maintained by a
state, political subdivision of a state, or any agency or instrumentality of a state or political
subdivision of a state and which agrees to separately account for amounts transferred into such
plan from this Plan, an individual retirement account described in Code Section 408(a), an
individual retirement annuity described in Code Section 408(b), an annuity plan described in Code
Section 403(a), an annuity contract described in Code Section 403(b), or a qualified plan
described in Code Section 401(a), that accepts the Distributee’s Eligible Rollover Distribution.
The definition of Eligible Retirement Plan shall also apply in the case of a distribution to a
surviving spouse, or to a spouse or former spouse who is the Alternate Payee under a qualified
domestic relations order, as defined in Code Section 414(p).



If any portion of an Eligible Rollover Distribution is attributable to payments or distributions
from a designated Roth account, an Eligible Retirement Plan with respect to such portion shall
include only another designated Roth account of the individual from whose Account the payments or
distributions were made under an annuity plan described in Code Section 403(a) or a qualified plan
described in Code Section 401(a), or a Roth IRA described in Code Section 408A of such individual.



Eligible Rollover Distribution means any distribution of all or any portion of the balance to the
credit of the Distributee, except that an Eligible Rollover Distribution does not include: (i) any
distribution that is one of a series of substantially equal periodic payments (not less frequently
than annually) made for the life (or life expectancy) of the Distributee or the joint lives (or
joint life expectancies) of the Distributee and the Distributee’s designated Beneficiary, or for a
specified period of ten years or more; (ii) any distribution to the extent such distribution is
required under Code Section 401(a)(9); (iii) any hardship distribution; (iv) the portion of any
other distribution(s) that is not includible in gross income (determined without regard to the
exclusion for net unrealized appreciation with respect to employer securities); and (v) any other
distribution(s) that is reasonably expected to total less than $200 during a year.



A portion of a distribution shall not fail to be an Eligible Rollover Distribution merely because
the portion consists of after-tax employee contributions that are not includible in gross income.
However, such portion may be transferred only to an individual retirement account or individual
retirement annuity described in Code Section 408(a) or (b), or to a qualified defined contribution
plan described in Code Section 401(a) or 403(a) that agrees to separately account for amounts so
transferred, including separately accounting for the portion of such distribution which is
includible in gross income and the portion of such distribution which is not so includible.



A portion of a distribution shall not fail to be an Eligible Rollover Distribution merely because
the portion consists of the portion of a designated Roth account that is not includible in a
Participant’s gross income. However, such portion may be transferred only to a Roth IRA described
in Code Section 408A or to a designated Roth account under a qualified defined contribution plan
described in Code Section 401(a) or 403(a) that agrees to separately account for amounts so
transferred, including separately




					
	 	 	 	 	 
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	 	ARTICLE I (6-14161)






 









 





accounting for the portion of such distribution which is includible in gross income and the
portion of such distribution which is not so includible.



If the distribution includes any portion of a designated Roth account, in determining if (v) above
applies: (i) any portion of the distribution from the designated Roth account shall not be treated
as an Eligible Rollover Distribution if it is reasonably expected to total less than $200 during a
year and (ii) the balance of the distribution, if any, shall not be treated as an Eligible
Rollover Distribution if it is reasonably expected to total less than $200 during a year. However,
all Eligible Rollover Distributions are combined in determining a mandatory distribution of an
Eligible Rollover Distribution greater than $1,000 in the DIRECT ROLLOVERS SECTION of Article X.



Employee means an individual who is employed by the Employer or any other employer required to be
aggregated with the Employer under Code Sections 414(b), (c), (m), or (o). A Controlled Group
member is required to be aggregated with the Employer.



The term Employee shall include any Self-employed Individual treated as an employee of any
employer described in the preceding paragraph as provided in Code Section 401(c)(1). The term
Employee shall also include any Leased Employee deemed to be an employee of any employer described
in the preceding paragraph as provided in Code Section 414(n) or (o).



Employer means, except for purposes of the CONTRIBUTION LIMITATION SECTION of Article III, the
Primary Employer. This will also include any successor corporation or firm of the Employer which
shall, by written agreement, assume the obligations of this Plan or any Predecessor Employer that
maintained this Plan.



Employer Contributions means



Elective Deferral Contributions

Matching Contributions

Qualified Nonelective Contributions

Discretionary Contributions




as set out in Article III and contributions made by the Employer to fund this Plan in accordance
with the provisions of the MODIFICATION OF CONTRIBUTIONS SECTION of Article XI, unless the
context clearly indicates only specific contributions are meant.



Employment Commencement Date means the date an Employee first performs an Hour of Service.



Entry Date means the date an Employee first enters the Plan as an Active Participant. See the
ACTIVE PARTICIPANT SECTION of Article II.



ERISA means the Employee Retirement Income Security Act of 1974, as amended.



Fiscal Year means the Primary Employer’s taxable year. The last day of the Fiscal Year is
December 31.



Forfeiture means the part, if any, of a Participant’s Account that is forfeited. See the
FORFEITURES SECTION of Article III.



					
	 	 	 	 	 
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	 	ARTICLE I (6-14161)






 









 





Forfeiture Date means, as to a Participant, the last day of five consecutive one-year Periods of
Severance (the date the Participant incurs five consecutive Vesting Breaks in Service when the
hours method is used to determine Vesting Service).



Highly Compensated Employee means any Employee who:




	(a)	 	was a 5-percent owner at any time during the year or the preceding year, or






	(b)	 	for the preceding year had compensation from the Employer in excess of $80,000 and, if the
Employer so elects, was in the top-paid group for the preceding year. The $80,000 amount is
adjusted at the same time and in the same manner as under Code Section 415(d), except that
the base period is the calendar quarter ending September 30, 1996.





For this purpose the applicable year of the plan for which a determination is being made is called
a determination year and the preceding 12-month period is called a look-back year. If the Employer
makes a calendar year data election, the look-back year shall be the calendar year beginning with
or within the look-back year. The Plan may not use such election to determine whether Employees are
Highly Compensated Employees on account of being a 5-percent owner.



In determining who is a Highly Compensated Employee, the Employer does not make a top-paid group
election. In determining who is a Highly Compensated Employee, the Employer does not make a
calendar year data election.



Calendar year data elections and top-paid group elections, once made, apply for all subsequent
years unless changed by the Employer. If the Employer makes one election, the Employer is not
required to make the other. If both elections are made, the look-back year in determining the
top-paid group must be the calendar year beginning with or within the look-back year. These
elections must apply consistently to the determination years of all plans maintained by the
Employer which reference the highly compensated employee definition in Code Section 414(q),
except as provided in Internal Revenue Service Notice 97-45 (or superseding guidance).



The determination of who is 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)-1T, A-4 of the temporary Income Tax Regulations and Internal
Revenue Service Notice 97-45.



The determination of who is a Highly Compensated Employee, including the determinations of the
number and identity of Employees in the top-paid group, the compensation that is considered, and
the identity of the 5-percent owners, shall be made in accordance with Code Section 414(q) and
the regulations thereunder.



Hour of Service means, for the elapsed time method of crediting service in this Plan, each hour
for which an Employee is paid, or entitled to payment, for performing duties for the Employer.
Hour of Service means, for the hours method of crediting service in this Plan, the following:




	(a)	 	Each hour for which an Employee is paid, or entitled to payment, for performing duties for
the Employer during the applicable computation period.





					
	 	 	 	 	 
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	 	ARTICLE I (6-14161)






 









 






	(b)	 	Each hour for which an Employee is paid, or entitled to payment, by the Employer on
account of a
period of time in which no duties are performed (irrespective of whether the employment
relationship has terminated) due to vacation, holiday, illness, incapacity (including
disability),
layoff, jury duty, military duty or leave of absence. Notwithstanding the preceding
provisions of
this subparagraph (b), no credit will be given to the Employee:






	 	(1)	 	for more than 501 Hours of Service under this subparagraph (b) on account of any
single continuous period in which the Employee performs no duties (whether or not such
period occurs in a single computation period); or
	 
	 	(2)	 	for an Hour of Service for which the Employee is directly or indirectly paid, or
entitled to payment, on account of a period in which no duties are performed if such
payment is made or due under a plan maintained solely for the purpose of complying with
applicable worker’s or workmen’s compensation, or unemployment compensation, or
disability insurance laws; or
	 
	 	(3)	 	for an Hour of Service for a payment which solely reimburses the Employee for
medical or medically related expenses incurred by him.






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




	(c)	 	Each hour for which back pay, irrespective of mitigation of damages, is either awarded or
agreed
to by the Employer. The same Hours of Service shall not be credited both under subparagraph
(a)
or subparagraph (b) above (as the case may be) and under this subparagraph (c). Crediting of
Hours of Service for back pay awarded or agreed to with respect to periods described in
subparagraph (b) above will be subject to the limitations set forth in that subparagraph.





The crediting of Hours of Service above shall be applied under the rules of paragraphs (b) and (c)
of the Department of Labor Regulation 2530.200b-2 (including any interpretations or opinions
implementing such rules); which rules, by this reference, are specifically incorporated in full
within this Plan. The reference to paragraph (b) applies to the special rule for determining hours
of service for reasons other than the performance of duties such as payments calculated (or not
calculated) on the basis of units of time and the rule against double credit. The reference to
paragraph (c) applies to the crediting of hours of service to computation periods.



Hours of Service shall be credited for employment with any other employer required to be
aggregated with the Employer under Code Sections 414(b), (c), (m), or (o) and the regulations
thereunder for purposes of eligibility and vesting. Hours of Service shall also be credited for
any individual who is considered an employee for purposes of this Plan pursuant to Code Section
414(n) or (o) and the regulations thereunder.



Solely for purposes of determining whether a one-year break in service has occurred for
eligibility or vesting purposes, during a Parental Absence an Employee shall be credited with the
Hours of Service



					
	 	 	 	 	 
	RESTATEMENT MARCH 1, 2007
	 	15
	 	ARTICLE I (6-14161)






 









 





which would otherwise have been credited to the Employee but for such absence, or in any case in
which such hours cannot be determined, eight Hours of Service per day of such absence. The Hours of
Service credited under this paragraph shall be credited in the computation period in which the
absence begins if the crediting is necessary to prevent a break in service in that period; or in
all other cases, in the following computation period.



Inactive Participant means a former Active Participant who has an Account. See the INACTIVE
PARTICIPANT SECTION of Article II.



Insurer means Principal Life Insurance Company or the insurance company or companies named by (i)
the Primary Employer or (ii) the Trustee in its discretion or as directed under the Trust
Agreement.



Investment Fund means the total of Plan assets, excluding the guaranteed benefit policy portion of
any Annuity Contract. All or a portion of these assets may be held under, or invested pursuant to,
the terms of a Trust Agreement.



The Investment Fund shall be valued at current fair market value as of the Valuation Date. The
valuation shall take into consideration investment earnings credited, expenses charged, payments
made, and changes in the values of the assets held in the Investment Fund.



The Investment Fund shall be allocated at all times to Participants, except as otherwise
expressly provided in the Plan. The Account of a Participant shall be credited with its share of
the gains and losses of the Investment Fund. That part of a Participant’s Account invested in a
funding arrangement that establishes one or more accounts or investment vehicles for such
Participant thereunder shall be credited with the gain or loss from such accounts or investment
vehicles. The part of a Participant’s Account that is invested in other funding arrangements
shall be credited with a proportionate share of the gain or loss of such investments. The share
shall be determined by multiplying the gain or loss of the investment by the ratio of the part of
the Participant’s Account invested in such funding arrangement to the total of the Investment
Fund invested in such funding arrangement.



Investment Manager means any fiduciary (other than a trustee or Named Fiduciary)





	(a)	 	who has the power to manage, acquire, or dispose of any assets of the Plan;






	(b)	 	who (i) is registered as an investment adviser under the Investment Advisers Act of 1940;
(ii) is not registered as an investment adviser under such Act by reason of paragraph (1) of
section 203A(a) of such Act, is registered as an investment adviser under the laws of the
state (referred to in such paragraph (1)) in which it maintains its principal office and
place of business, and, at the time it last filed the registration form most recently filed
by it with such state in order to maintain its registration under the laws of such state,
also filed a copy of such form with the Secretary of Labor; (iii) is a bank, as defined in
that Act; or (iv) is an insurance company qualified to perform services described in
subparagraph (a) above under the laws of more than one state; and






	(c)	 	who has acknowledged in writing being a fiduciary with respect to the Plan.





					
	 	 	 	 	 
	RESTATEMENT MARCH 1, 2007
	 	16
	 	ARTICLE I (6-14161)






 









 





Late Retirement Date means the first day of any month that is after a Participant’s Normal
Retirement Date and on which retirement benefits begin. If a Participant continues to work for
the Employer after his Normal Retirement Date, his Late Retirement Date shall be the earliest first
day of the month on or after the date he has a Severance from Employment. An earlier Retirement
Date may apply if the Participant so elects. A later Retirement Date may apply if the Participant
so elects. See the WHEN BENEFITS START SECTION of Article V.



Leased Employee means any person (other than an employee of the recipient) who, pursuant to an
agreement between the recipient and any other person (“leasing organization”), has performed
services for the recipient (or for the recipient and related persons determined in accordance with
Code Section 414(n)(6)) on a substantially full time basis for a period of at least one year, and
such services are performed under primary direction or control by the recipient. Contributions or
benefits provided by the leasing organization to a Leased Employee, which are attributable to
service performed for the recipient employer, shall be treated as provided by the recipient
employer.



A Leased Employee shall not be considered an employee of the recipient if:




	(a)	 	such employee is covered by a money purchase pension plan providing (i) a nonintegrated
employer contribution rate of at least 10 percent of compensation, as defined in Code Section
415(c)(3), (ii) immediate participation, and (iii) full and immediate vesting, and






	(b)	 	Leased Employees do not constitute more than 20 percent of the recipient’s nonhighly
compensated work force.





Loan Administrator means the person(s) or position(s) authorized to administer the Participant
loan program.



The Loan Administrator is the Benefits Coordinator.



Matching
Contributions means contributions made by the Employer to fund
this Plan that are
contingent on a Participant’s Elective Deferral Contributions. See the EMPLOYER CONTRIBUTIONS
SECTION of Article III.



Monthly Date means each Yearly Date and the same day of each following month during the Plan Year
beginning on such Yearly Date.



Named Fiduciary means the person or persons who have authority to control and manage the operation
and administration of the Plan.



The Named Fiduciary is the Employer.



Nonhighly Compensated Employee means an Employee of the Employer who is not a Highly Compensated
Employee.



Nonvested Account means the excess, if any, of a Participant’s Account over his Vested Account.



Normal Retirement Age means the age at which the Participant’s normal retirement benefit becomes
nonforfeitable if he is an Employee. A Participant’s Normal Retirement Age is 65.



					
	 	 	 	 	 
	RESTATEMENT MARCH 1, 2007
	 	17
	 	ARTICLE I (6-14161)






 









 





Normal Retirement Date means the earliest first day of the month on or after the date the
Participant reaches his Normal Retirement Age. Unless otherwise provided in this Plan, a
Participant’s retirement benefits shall begin on a Participant’s Normal Retirement Date if he has
had a Severance from Employment on such date and has a Vested Account. Even if the Participant is
an Employee on his Normal Retirement Date, he may choose to have his retirement benefit begin on
such date.



Owner-employee
means a Self-employed Individual who, in the case of a sole proprietorship, owns
the entire interest in the unincorporated trade or business for which this Plan is established. If
this Plan is established for a partnership, an Owner-employee means a Self-employed Individual who
owns more than 10 percent of either the capital interest or profits interest in such partnership.



Parental Absence means an Employee’s absence from work:




	(a)	 	by reason of pregnancy of the Employee,
	 
	(b)	 	by reason of birth of a child of the Employee,






	(c)	 	by reason of the placement of a child with the Employee in connection with adoption of such
child by such Employee, or






	(d)	 	for purposes of caring for such child for a period beginning immediately following such birth
or placement.





Participant means either an Active Participant or an Inactive Participant.



Period of Military Duty means, for an Employee




	(a)	 	who served as a member of the armed forces of the United States, and






	(b)	 	who was reemployed by the Employer at a time when the Employee had a right to reemployment in
accordance with seniority rights as protected under Chapter 43 of Title 38 of the U.S. Code,





the period of time from the date the Employee was first absent from active work for the Employer
because of such military duty to the date the Employee was reemployed.



Period of Service means a period of time beginning on an Employee’s Employment Commencement Date
or Reemployment Commencement Date (whichever applies) and ending on his Severance Date.



Period of Severance means a period of time beginning on an Employee’s Severance Date and ending on
the date he again performs an Hour of Service.



A one-year Period of Severance means a Period of Severance of 12 consecutive months.



Solely for purposes of determining whether a one-year Period of Severance has occurred for
eligibility or vesting purposes, the consecutive 12-month period beginning on the first anniversary
of the first date of a Parental Absence shall not be a one-year Period of Severance.



					
	 	 	 	 	 
	RESTATEMENT MARCH 1, 2007
	 	18
	 	ARTICLE I (6-14161)






 









 





Plan means the 401(k) savings plan of the Employer set forth in this document, including any
later amendments to it.



Plan Administrator means the person or persons who administer the Plan.



The Plan Administrator is the Employer.



Plan Fund means the total of the Investment Fund and the guaranteed benefit policy portion of any
Annuity Contract. The Investment Fund shall be valued as stated in its definition. The guaranteed
benefit policy portion of any Annuity Contract shall be determined in accordance with the terms of
the Annuity Contract and, to the extent that such Annuity Contract allocates contract values to
Participants, allocated to Participants in accordance with its terms. The total value of all
amounts held under the Plan Fund shall equal the value of the aggregate Participants’ Accounts
under the Plan.



Plan Year means a period beginning on a Yearly Date and ending on the day before the next Yearly
Date.



Plan-year Quarter means a period beginning on a Quarterly Date and ending on the day before the
next Yearly Date.



Predecessor Employer means a firm of which the Employer was once a part (e.g., due to a spinoff or
change of corporate status) or a firm absorbed by the Employer because of a merger or acquisition
(stock or asset, including a division or an operation of such company) that maintained this Plan
or that is named below:



Riata Drilling Company, Inc.

Symbol Energy, Inc.

TLW Investments Inc.

National Energy Group, Inc.

Lariat Services, Inc.

PetroSource, Inc.

Alsate Management & Investment Company

ROC Gas Company, Inc.




Pre-tax Elective Deferral Contributions means a Participant’s Elective Deferral Contributions that
are not includible in the Participant’s gross income at the time deferred.



Primary Employer means SandRidge Energy, Inc.



Qualified Nonelective Contributions means contributions made by the Employer to fund this Plan
(other than Elective Deferral Contributions) that are 100% vested when made to the Plan and
that are distributable only in accordance with the distribution provisions (other than for
hardships) applicable to Elective Deferral Contributions. See the EMPLOYER CONTRIBUTIONS SECTION of
Article III and the WHEN BENEFITS START SECTION of Article V.



Qualifying Employer Securities means any security which is issued by the Employer or any
Controlled Group member and which meets the requirements of Code Section 409(I) and ERISA Section
407(d)(5). This shall also include any securities that satisfied the requirements of the
definition when these securities were assigned to the Plan.



					
	 	 	 	 	 
	RESTATEMENT MARCH 1, 2007
	 	19
	 	ARTICLE I (6-14161)






 









 





Qualifying Employer Securities Fund means that part of the assets of the Trust Fund that are
designated to be held primarily or exclusively in Qualifying Employer Securities for the purpose
of providing benefits for Participants.



Quarterly Date means each Yearly Date and the third, sixth, and ninth Monthly Date after each
Yearly Date that is within the same Plan Year.



Reemployment Commencement Date means the date an Employee first performs an Hour of Service
following a Period of Severance.



Reentry
Date means the date a former Active Participant reenters the Plan. See the ACTIVE
PARTICIPANT SECTION of Article II.



Retirement Date means the date a retirement benefit will begin and is a Participant’s Normal or
Late Retirement Date, as the case may be.



Rollover Contributions means the Rollover Contributions which are made by an Eligible Employee or
an Inactive Participant according to the provisions of the ROLLOVER CONTRIBUTIONS SECTION of
Article III.



Self-employed Individual means, with respect to any Fiscal Year, an individual who has Earned
Income for the Fiscal Year (or who would have Earned Income but for the fact the trade or business
for which this Plan is established did not have net profits for such Fiscal Year).



Severance Date means the earlier of:




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






	(b)	 	the first anniversary of the date an Employee begins a one-year absence from service (with or
without pay). This absence may be the result of any combination of vacation, holiday,
sickness, disability, leave of absence, or layoff.





Solely to determine whether a one-year Period of Severance has occurred for eligibility or vesting
purposes for an Employee who is absent from service beyond the first anniversary of the first day
of a Parental Absence, Severance Date is the second anniversary of the first day of the Parental
Absence. The period between the first and second anniversaries of the first day of the Parental
Absence is not a Period of Service and is not a Period of Severance.



Severance from Employment means an Employee has ceased to be an Employee of the Employer. The Plan
Administrator shall determine if a Severance from Employment has occurred in accordance with
section 1.401(k)-1(d)(2) of the regulations.



Totally and Permanently Disabled means that a Participant is disabled, as a result of sickness or
injury, to the extent that he is prevented from engaging in any substantial gainful activity, and
is eligible for and receives a disability benefit under Title II of the Federal Social Security
Act.



					
	 	 	 	 	 
	RESTATEMENT MARCH 1, 2007
	 	20
	 	ARTICLE I (6-14161)






 









 





Trust Agreement means an agreement or agreements of trust between the Primary Employer and Trustee
established for the purpose of holding and distributing the Trust Fund under the provisions of the
Plan. The Trust Agreement may provide for the investment of all or any portion of the Trust Fund
in the Annuity Contract or any other investment arrangement.



Trust Fund means the total funds held under an applicable Trust Agreement. The term Trust Fund
when used within a Trust Agreement shall mean only the funds held under that Trust Agreement.



Trustee means the party or parties named in the applicable Trust Agreement.



Valuation Date means the date on which the value of the assets of the Investment Fund is
determined. The value of each Account that is maintained under this Plan shall be determined on the
Valuation Date. In each Plan Year, the Valuation Date shall be the last day of the Plan Year. At
the discretion of the Plan Administrator, Trustee, or Insurer (whichever applies), assets of the
Investment Fund may be valued more frequently. These dates shall also be Valuation Dates.



Vested Account means the vested part of a Participant’s Account. The Participant’s Vested Account
is determined as follows.



If the Participant’s Vesting Percentage is 100%, his Vested Account equals his Account.



If the Participant’s Vesting Percentage is not 100%, his Vested Account equals the sum of (a) and
(b) below:




	(a)	 	The part of the Participant’s Account resulting from Employer Contributions made before a
prior Forfeiture Date and all other Contributions that were 100% vested when made.






	(b)	 	The balance of the Participant’s Account in excess of the amount in (a) above multiplied by
his Vesting Percentage.





If the Participant has withdrawn any part of his Account resulting from Employer Contributions,
other than the vested Employer Contributions included in (a) above, the amount determined under
this subparagraph (b) shall be equal to P(AB + D) — D as defined below:




	P            The Participant’s Vesting Percentage.
	 
	AB         The balance of the Participant’s Account in excess of the amount in (a) above.
	 
	D	 	The amount of the withdrawal resulting from Employer Contributions, other than the
vested Employer Contributions included in (a) above.





Vesting Break in Service means a Vesting Computation Period in which an Employee is credited with
500 or fewer Hours of Service. An Employee incurs a Vesting Break in Service on the last day of a
Vesting Computation Period in which he has a Vesting Break in Service.



Vesting Computation Period means a consecutive 12-month period ending on the last day of each Plan
Year, including corresponding consecutive 12-month periods before October 1, 1997.



					
	 	 	 	 	 
	RESTATEMENT MARCH 1, 2007
	 	21
	 	ARTICLE I (6-14161)






 









 





Vesting Percentage means the percentage used to determine the nonforfeitable portion of a
Participant’s Account attributable to Employer Contributions that were not 100% vested when made.



A Participant’s Vesting Percentage is shown in the following schedule opposite the number of whole
years of his Vesting Service.



	 	 	 
	VESTING SERVICE	 	VESTING
	(whole years) 	 	PERCENTAGE
	Less than 1
	 	      0
	1
	 	     25
	2
	 	     50
	3
	 	     75
	4 or more
	 	   100






The Vesting Percentage for a Participant who is an Employee on or after the date he reaches Normal
Retirement Age shall be 100%. The Vesting Percentage for a Participant who is an Employee on the
date he dies shall be 100%. The Vesting Percentage for a Participant who is an Employee on the
date he becomes disabled shall be 100% if such disability is subsequently determined to meet the
definition of Totally and Permanently Disabled.



If the schedule used to determine a Participant’s Vesting Percentage is changed, the new schedule
shall not apply to a Participant unless he is credited with an Hour of Service on or after the date
of the change and the Participant’s nonforfeitable percentage on the day before the date of the
change is not reduced under this Plan. The amendment provisions of the AMENDMENTS SECTION of
Article X regarding changes in the computation of the Vesting Percentage shall apply.



Vesting Service means the sum of (a), (b), and (c) below:




	(a)	 	One year of service for each Vesting Computation Period ending before March 1, 2007, in which
an Employee is credited with at least 1,000 Hours of Service.






	(b)	 	For the Vesting Computation Period in which March 1, 2007, falls, the greater of






	 	(1)	 	the service that would have been credited to the Employee as of March 1, 2007,
using the hours method, or
	 
	 	(2)	 	that part of an Employee’s Period of Service credited within such period.






	(c)	 	That part of an Employee’s Period of Service credited after the end of the Vesting
Computation Period in which March 1, 2007, falls.





An Employee’s Period of Service shall be measured from his Employment Commencement Date to his
most recent Severance Date. This Period of Service shall be reduced by all or any part of a Period
of Service that is not counted. This Period of Service shall also be reduced by any Period of
Severance, unless such Period of Severance is included under the service spanning rule below. This
Period of Service shall be expressed as years and fractional parts of a year (to four decimal
places) on the basis that 365 days equal one year.



					
	 	 	 	 	 
	RESTATEMENT MARCH 1, 2007
	 	22
	 	ARTICLE I (6-14161)






 









 





However, Vesting Service is modified as follows:



Service with a Predecessor Employer that did not maintain this Plan included:




An Employee’s service with a Predecessor Employer that did not maintain this Plan shall be
included as service with the Employer. This service excludes service performed while a
proprietor or partner.



Period of Military Duty included:




A Period of Military Duty shall be included as service with the Employer to the extent it
has not already been credited.



Period of Severance included (service spanning rule):




A Period of Severance shall be deemed to be a Period of Service under either of the following
conditions:




	 	(a)	 	the Period of Severance immediately follows a period during which an Employee is
not absent from work and ends within 12 months; or
	 
	 	(b)	 	the Period of Severance immediately follows a period during which an Employee is
absent from work for any reason other than quitting, being discharged, or retiring
(such as a leave of absence or layoff) and ends within 12 months of the date he was
first absent.





Controlled Group service included:




An Employee’s service with a member firm of a Controlled Group while both that firm and the
Employer were members of the Controlled Group shall be included as service with the
Employer.



Yearly Date means October 1, 1997, and each following January 1.



Years of Service means an Employee’s Vesting Service disregarding any modifications that exclude
service.



					
	 	 	 	 	 
	RESTATEMENT MARCH 1, 2007
	 	23
	 	ARTICLE I (6-14161)






 









 





ARTICLE II




PARTICIPATION




SECTION 2.01—ACTIVE PARTICIPANT.





	 	(a)	 	An Employee shall first become an Active Participant (begin active participation
in the Plan) on the earliest Quarterly Date on which he is an Eligible Employee and has met both of the
eligibility requirements set forth below. This date is his Entry Date.






	 	(1)	 	He has completed two months of Eligibility Service before his Entry Date.
	 
	 	(2)	 	He is age 21 or older.






Each Employee who was an Active Participant on February 28, 2007, shall continue to be
an Active Participant if he is still an Eligible Employee on March 1, 2007, and his
Entry Date shall not change.




If service with a Predecessor Employer is counted for purposes of Eligibility Service,
an Employee shall be credited with such service on the date he becomes an Employee and
shall become an Active Participant on the earliest Quarterly Date on which he is an
Eligible Employee and has met all of the eligibility requirements above. This date is
his Entry Date.




If a person has been an Eligible Employee who has met all of the eligibility
requirements above, but is not an Eligible Employee on the date that would have been his
Entry Date, he shall become an Active Participant on the date he again becomes an
Eligible Employee. This date is his Entry Date.




In the event an Employee who is not an Eligible Employee becomes an Eligible Employee,
such Eligible Employee shall become an Active Participant immediately if such Eligible
Employee has satisfied the eligibility requirements above and would have otherwise
previously become an Active Participant had he met the definition of Eligible Employee.
This date is his Entry Date.




	 	(b)	 	An Inactive Participant shall again become an Active Participant (resume active
participation in the Plan) on the date he again performs an Hour of Service as an Eligible Employee. This
date is his Reentry Date.






Upon again becoming an Active Participant, he shall cease to be an Inactive Participant.




	 	(c)	 	A former Participant shall again become an Active Participant (resume active
participation in the Plan) on the date he again performs an Hour of Service as an Eligible Employee. This
date is his Reentry Date.





     There shall be no duplication of benefits for a Participant under this Plan because of more
than one period as an Active Participant.



					
	 	 	 	 	 
	RESTATEMENT MARCH 1, 2007
	 	24
	 	ARTICLE II (6-14161)






 









 





SECTION 2.02—INACTIVE PARTICIPANT.




     An Active Participant shall become an Inactive Participant (stop accruing benefits under the
Plan) on the earlier of the following:




	 	(a)	 	the date the Participant ceases to be an Eligible Employee, or
	 
	 	(b)	 	the effective date of complete termination of the Plan under Article VIII.





     An Employee or former Employee who was an Inactive Participant under the Plan on February 28,
2007, shall continue to be an Inactive Participant on March 1, 2007. Eligibility for any benefits
payable to the Participant or on his behalf and the amount of the benefits shall be determined
according to the provisions of the prior document, unless otherwise stated in this document.



SECTION 2.03—CESSATION OF PARTICIPATION.




     A Participant shall cease to be a Participant on the date he is no longer an Eligible Employee
and his Account is zero.



SECTION 2.04—ADOPTING EMPLOYERS — SINGLE PLAN.




     Each of the Controlled Group members listed below is an Adopting Employer. Each Adopting
Employer listed below participates with the Employer in this Plan. An Adopting Employer’s
agreement to participate in this Plan shall be in writing.



     The Employer has the right to amend the Plan. An Adopting Employer does not have the right to
amend the Plan.



     If the Adopting Employer did not maintain its plan before its date of adoption specified
below, its date of adoption shall be the Entry Date for any of its Employees who have met the
requirements in the ACTIVE PARTICIPANT SECTION of this article as of that date. Service with and
Compensation from an Adopting Employer shall be included as service with and Compensation from the
Employer. Transfer of employment, without interruption, between an Adopting Employer and another
Adopting Employer or the Employer shall not be considered an interruption of service. The
Employer’s Fiscal Year defined in the DEFINITIONS SECTION of Article I shall be the Fiscal Year
used in interpreting this Plan for Adopting Employers.



     Contributions made by an Adopting Employer shall be treated as Contributions made by the
Employer. Forfeitures arising from those Contributions shall be used for the benefit of all
Participants.



     An employer shall not be an Adopting Employer if it ceases to be a Controlled Group member.
Such an employer may continue a retirement plan for its Employees in the form of a separate
document. This Plan shall be amended to delete a former Adopting Employer from the list below.



     If (i) an employer ceases to be an Adopting Employer or the Plan is amended to delete an
Adopting Employer and (ii) the Adopting Employer does not continue a retirement plan for the
benefit of its Employees, partial termination may result and the provisions of Article VIII shall
apply.



					
	 	 	 	 	 
	RESTATEMENT MARCH 1, 2007
	 	25
	 	ARTICLE II (6-14161)







 












 





ADOPTING EMPLOYERS




	 	 	 
	NAME	 	DATE OF ADOPTION
	 
	 	 
	Alsate Management & Investment Company
	 	July 31, 2003
	 
	 	 
	Lariat Services, Inc.
	 	July 31, 2003
	 
	 	 
	Riagra Land & Cattle Company
	 	July 31, 2003
	 
	 	 
	TransPecos Logging, LLC
	 	July 31, 2003
	 
	 	 
	Integra Energy, LLC
	 	July 31, 2003
	 
	 	 
	Riata Energy Operating, LLC
	 	July 31, 2003
	 
	 	 
	Chaparral Supply, LLC
	 	July 31, 2003
	 
	 	 
	TLW Investments, Inc.
	 	August 1, 2006
	 
	 	 
	PetroSouce, Inc.
	 	March 1, 2007






			
	 	 	 
	RESTATEMENT MARCH 1, 2007
	26	ARTICLE II (6-14161)






 









 





ARTICLE III




CONTRIBUTIONS




SECTION
3.01—EMPLOYER CONTRIBUTIONS.




     Employer Contributions shall be made without regard to current or accumulated net income,
earnings, or profits of the Employer. Notwithstanding the foregoing, the Plan shall continue to be
designed to qualify as a profit sharing plan for purposes of Code Sections 401(a), 402, 412, and
417. Such Contributions shall be equal to the Employer Contributions as described below:




	 	(a)	 	The amount of each Elective Deferral Contribution for a Participant shall be
equal to a portion of Compensation as specified in the elective deferral agreement. An
Employee who is eligible to participate in the Plan for purposes of Elective Deferral
Contributions may file an elective deferral agreement with the Employer. The Participant
shall modify or terminate the elective deferral agreement by filing a new elective
deferral agreement. The elective deferral agreement may not be made retroactively and
shall remain in effect until modified or terminated.
	 
	 	 	 	The elective deferral agreement to start or modify Elective Deferral Contributions
shall be effective as soon as administratively feasible following the date on which the
Participant’s Entry Date (Reentry Date, if applicable) or any following Quarterly Date
occurs. The elective deferral agreement must be entered into on or before the date it
is effective.
	 
	 	 	 	The elective deferral agreement to stop Elective Deferral Contributions may be entered
into on any date. Such elective deferral agreement shall be effective as soon as
administratively feasible following the date on which the elective deferral agreement
is entered into.
	 
	 	 	 	Elective Deferral Contributions must be a whole percentage of Compensation and cannot be
more than 75% of Compensation. A Participant who is eligible to make Catch-up
Contributions shall not be limited to the maximum deferral percentage unless his
Elective Deferral Contributions, including Catch-up Contributions, exceed this
limit plus the dollar amount of Catch-up Contributions permitted.
	 
	 	 	 	A separate elective deferral agreement may be made for performance bonuses. A
Participant may not defer more than 75% of his performance bonus Compensation for the
Plan Year.
	 
	 	 	 	A Participant who is age 50 or older by the end of the taxable year shall be eligible
to make Catch-up Contributions.
	 
	 	 	 	The Plan provides for an automatic election to have Elective Deferral Contributions
made. The automatic Elective Deferral Contribution shall be Pre-tax Elective Deferral
Contributions and shall be 3% of Compensation, not including bonus Compensation. The
Participant may affirmatively elect a different percentage or elect not to make
Elective Deferral Contributions.
	 
	 	 	 	Elective Deferral Contributions are 100% vested and nonforfeitable.





			
	 	 	 
	RESTATEMENT MARCH 1, 2007
	27	ARTICLE III (6-14161)






 









 






	 	(b)	 	Matching Contributions.






	 	(1)	 	The Employer shall make Matching Contributions in an amount equal to
100% of Elective
Deferral Contributions. Elective Deferral Contributions that
are over 15% of
Compensation won’t be matched.
	 
	 	 	 	Matching Contributions are calculated based on Elective Deferral
Contributions and Compensation for the pay periods ending with or within each
Plan-year Quarter. Matching Contributions shall be made for all persons who were
Active Participants at any time during the Plan-year Quarter.
	 
	 	(2)	 	The Employer may make additional Matching Contributions
if the total Matching
Contributions determined below are greater than the amount of Matching
Contributions
determined in (1) above for the Plan Year. Additional Matching Contributions,
if any,
shall be made for all persons who were Active Participants at any time during the
Plan Year.
	 
	 	 	 	Total Matching Contributions for the Plan Year shall be a percentage of Elective
Deferral Contributions and shall be calculated based on Elective Deferral
Contributions and Compensation for the Plan Year. The percentage shall be
determined by the Employer. The percentage must be equal to or greater than the
percentage specified in (1) above.
	 
	 	 	 	Elective Deferral Contributions that are over a percentage of Compensation won’t
be matched. The percentage is the percentage specified in (1) above or a greater
percentage determined by the Employer.






	 	 	 	The amount of additional Matching Contributions, if any, shall be determined by
subtracting the Matching Contributions determined in (1) above for the Plan Year from
total Matching Contributions for the Plan Year.
	 
	 	 	 	Any percentage determined by the Employer shall apply to all eligible persons for the
entire Plan Year.
	 
	 	 	 	Matching Contributions are subject to the Vesting Percentage.






	 	(b)	 	Qualified Nonelective Contributions may be made for each Plan Year in an
amount determined by the Employer.
	 
	 	 	 	Discretionary Qualified Nonelective Contributions may be made for each Plan Year in an
amount determined by the Employer to be used to reduce Excess Aggregate Contributions
and Excess Contributions, as defined in the EXCESS AMOUNTS SECTION of this article. If
the Plan is treated as separate plans because it is mandatorily disaggregated under the
regulations of Code Section 401(k), a separate Qualified Nonelective Contribution may
be determined for each separate plan. Such Contributions are in addition to the
Qualified Nonelective Contributions determined above, if any.





			
	 	 	 
	RESTATEMENT MARCH 1, 2007
	28	ARTICLE III (6-14161)






 









 






	 	 	 	Qualified Nonelective Contributions are 100% vested and are distributable only in
accordance with the distribution provisions (other than for hardships) applicable to
Elective Deferral Contributions.






	 	(d)	 	Discretionary Contributions may be made for each Plan Year in an amount
determined by the Employer.






	 	 	 	Discretionary Contributions are subject to the Vesting Percentage.





     No Participant shall be permitted to have Elective Deferral Contributions, as defined in the
EXCESS AMOUNTS SECTION of this article, made under this Plan, or any other plan, contract, or
arrangement maintained by the Employer, during any calendar year, in excess of the dollar
limitation contained in Code Section 402(g) in effect for the Participant’s taxable year beginning
in such calendar year. The dollar limitation in the preceding sentence shall be increased by the
dollar limit on Catch-up Contributions under Code Section 414(v)(2)(B)(i) for the taxable year for
any Participant who will be age 50 or older by the end of the taxable year.



     The dollar limitation contained in Code Section 402(g) is $10,500 for taxable years beginning
in 2000 and 2001, increasing to $11,000 for taxable years beginning in 2002, and increasing by
$1,000 for each year thereafter up to $15,000 for taxable years beginning in 2006 and later years.
After 2006, the $15,000 limit will be adjusted by the Secretary of the Treasury for cost-of-living
increases under Code Section 402(g)(4). Any such adjustments will be in multiples of $500.



     Catch-up Contributions for a Participant for a taxable year may not exceed the dollar limit
on Catch-up Contributions under Code Section 414(v)(2)(B)(i) for the taxable year. The dollar
limit on Catch-up Contributions under Code Section 414(v)(2)(B)(i) is $1,000 for taxable years
beginning in 2002, increasing by $1,000 for each year thereafter up to $5,000 for taxable years
beginning in 2006 and later years. After 2006, the $5,000 limit will be adjusted by the Secretary
of the Treasury for cost-of-living increases under Code Section 414(v)(2)(C). Any such adjustments
will be in multiples of $500.



     The Plan provides for an automatic election to have Pre-tax Elective Deferral Contributions
made. Such automatic election shall apply when a Participant first becomes eligible to make
Elective Deferral Contributions (or again becomes eligible after a period during which he was not
an Active Participant). The Participant shall be provided a notice that explains the automatic
election and his right to elect a different rate of Elective Deferral Contributions or to elect
not to make Elective Deferral Contributions. The notice shall include the procedure for
exercising that right and the timing for implementing any such election. The Participant shall be
given a reasonable period thereafter to elect a different rate of Elective Deferral Contributions
or to elect not to make Elective Deferral Contributions.



     Each Active Participant affected by the automatic election shall be provided an annual notice
that explains the automatic election and his right to elect a different rate of Elective Deferral
Contributions or to elect not to make Elective Deferral Contributions. The notice shall include
the procedure for exercising those rights and the timing for implementing such elections.



     An elective deferral agreement (or change thereto) must be made in such manner and in
accordance with such rules as the Employer may prescribe (including by means of voice response or
other electronic system under circumstances the Employer permits) and may not be made
retroactively.



			
	 	 	 
	RESTATEMENT MARCH 1, 2007
	29	ARTICLE III (6-14161)






 









 





     Employer Contributions are allocated according to the provisions of the ALLOCATION SECTION of
this article.



     The Employer may make all or any portion of the following Contributions, which are to be
invested in Qualifying Employer Securities, to the Trustee in the form of Qualifying Employer
Securities:


Matching Contributions

Qualified Nonelective Contributions

Discretionary Contributions




     A portion of the Plan assets resulting from Employer Contributions (but not more than the
original amount of those Contributions) may be returned if the Employer Contributions are made
because of a mistake of fact or are more than the amount deductible under Code Section 404
(excluding any amount which is not deductible because the Plan is disqualified). The amount
involved must be returned to the Employer within one year after the date the Employer Contributions
are made by mistake of fact or the date the deduction is disallowed, whichever applies. Except as
provided under this paragraph and Article VIII, the assets of the Plan shall never be used for the
benefit of the Employer and are held for the exclusive purpose of providing benefits to
Participants and their Beneficiaries and for defraying reasonable expenses of administering the
Plan.



SECTION 3.01A—ROLLOVER CONTRIBUTIONS.




     A Rollover Contribution may be made by an Eligible Employee or an Inactive Participant if the
following conditions are met:




	 	(a)	 	Beginning January 1, 2002, the Contribution is a Participant Rollover
Contribution or a direct rollover of a distribution made after December 31, 2001 from
the types of plans specified below.
	 
	 	 	 	Direct Rollovers. The Plan will accept a direct rollover of an Eligible
Rollover Distribution from (i) a qualified plan described in Code Section 401(a) or
403(a), including after-tax employee contributions and excluding any portion of a
designated Roth account; (ii) an annuity contract described in Code Section 403(b),
excluding after-tax employee contributions and any portion of a designated Roth
account; and (iii) an eligible plan under Code Section 457(b) which is maintained by a
state, political subdivision of a state, or any agency or instrumentality of a state or
political subdivision of a state.
	 
	 	 	 	Participant Rollover Contributions from Other Plans. The Plan will accept a
Participant contribution of an Eligible Rollover Distribution from (i) a qualified plan
described in Code Section 401(a) or 403(a), excluding distributions of a designated
Roth account; (ii) an annuity contract described in Code Section 403(b), excluding any
distribution of a designated Roth account; and (iii) an eligible plan under Code
Section 457(b) which is maintained by a state, political subdivision of a state, or any
agency or instrumentality of a state or political subdivision of a state.
	 
	 	 	 	Participant Rollover Contributions from IRAs. The Plan will accept a
Participant Rollover Contribution of the portion of a distribution from an individual
retirement account or individual retirement annuity described in Code Section 408(a)
or (b) that is eligible to be rolled over and would otherwise be includible in the
Participant’s gross income.





			
	 	 	 
	RESTATEMENT MARCH 1, 2007
	30	ARTICLE III (6-14161)






 









 







	 	(b)	 	The Contribution is of amounts that the Code permits to be transferred to a plan
that meets the

requirements of Code Section 401 (a).
	 
	 	(c)	 	The Contribution is made in the form of a direct rollover under Code Section
401(a)(31) or is a
rollover made under Code Section 402(c) or 408(d)(3)(A) within 60 days
after the Eligible Employee or Inactive Participant receives the distribution.
	 
	 	(d)	 	The Eligible Employee or Inactive Participant furnishes evidence
satisfactory to the Plan
Administrator that the proposed rollover meets conditions (a), (b), and (c) above.
	 
	 	(e)	 	In the case of an Inactive Participant, the Contribution must be of an amount
distributed from
another plan of the Employer, or a plan of a Controlled Group member, that
satisfies the
requirements of Code Section 401(a).





     A Rollover Contribution shall be allowed in cash only and must be made according to procedures
set up by the Plan Administrator.



     If the Eligible Employee is not an Active Participant when the Rollover Contribution is made,
he shall be deemed to be an Active Participant only for the purpose of investment and distribution
of the Rollover Contribution. Employer Contributions shall not be made for or allocated to the
Eligible Employee until the time he meets all of the requirements to become an Active Participant.



     Rollover Contributions made by an Eligible Employee or an Inactive Participant shall be
credited to his Account. The part of the Participant’s Account resulting from Rollover
Contributions is 100% vested and nonforfeitable at all times. Separate accounting records shall be
maintained for those parts of his Rollover Contributions consisting of (i) voluntary contributions
which were deducted from the Participant’s gross income for Federal income tax purposes and (ii)
after-tax employee contributions, including the portion that would not have been includible in the
Participant’s gross income if the contributions were not rolled over into this Plan.



SECTION 3.02—FORFEITURES.




     The Nonvested Account of a Participant shall be forfeited as of the earlier of the following:




	 	(a)	 	the date the record keeper is notified that the Participant died (if prior to
such date he has had a
Severance from Employment), or
	 
	 	(b)	 	the Participant’s Forfeiture Date.




All or a portion of a Participant’s Nonvested Account shall be forfeited before such earlier date
if, after he has a Severance from Employment, he receives, or is deemed to receive, a distribution
of his entire Vested Account or a distribution of his Vested Account derived from Employer
Contributions which were not 100% vested when made, under the RETIREMENT BENEFITS SECTION of
Article V, the VESTED BENEFITS SECTION of Article V, or the SMALL AMOUNTS SECTION of Article X.
The forfeiture shall occur as of the date the Participant receives, or is deemed to receive, the
distribution. If a Participant receives, or is deemed to receive, his entire Vested Account, his
entire Nonvested Account shall be forfeited. If a Participant receives a distribution of his
Vested Account from Employer Contributions that were not 100% vested when made, but less than his
entire Vested Account, the amount to be forfeited shall be determined by multiplying his Nonvested
Account from such Contributions by a fraction. The numerator of the fraction is the amount of




			
	 	 	 
	RESTATEMENT MARCH 1, 2007
	31	ARTICLE III (6-14161)







 









 







the distribution derived from Employer Contributions that were not 100% vested when made and the
denominator of the fraction is his entire Vested Account derived from such Contributions on the
date of the distribution.




     A Forfeiture shall also occur as provided in the EXCESS AMOUNTS SECTION of this article.



          Forfeitures shall be determined at least once during each Plan Year. Forfeitures may first be
used to pay administrative expenses. Forfeitures of Matching Contributions that relate to excess
amounts as provided in the EXCESS AMOUNTS SECTION of this article, that have not been used to pay
administrative expenses, shall be applied to reduce the earliest Employer Contributions made after
the Forfeitures are determined. Any other Forfeitures that have not been used to pay
administrative expenses shall be applied to reduce the earliest Employer Contributions made after
the Forfeitures are determined. Upon their application to reduce Employer Contributions,
Forfeitures shall be deemed to be Employer Contributions.




     If a Participant again becomes an Eligible Employee after receiving a distribution which
caused all or a portion of his Nonvested Account to be forfeited, he shall have the right to repay
to the Plan the entire amount of the distribution he received (excluding any amount of such
distribution resulting from Contributions which were 100% vested when made). The repayment must be
made in a single sum (repayment in installments is not permitted) before the earlier of the date
five years after the date he again becomes an Eligible Employee or the end of the first period of
five consecutive one-year Periods of Severance which begin after the date of the distribution.



     If the Participant makes the repayment above, the Plan Administrator shall restore to his
Account an amount equal to his Nonvested Account that was forfeited on the date of distribution,
unadjusted for any investment gains or losses. If no amount is to be repaid because the
Participant was deemed to have received a distribution, or only received a distribution of
Contributions which were 100% vested when made, and he again performs an Hour of Service as an
Eligible Employee within the repayment period, the Plan Administrator shall restore the
Participant’s Account as if he had made a required repayment on the date he performed such Hour of
Service. Restoration of the Participant’s Account shall include restoration of all Code Section
411(d)(6) protected benefits with respect to the restored Account, according to applicable
Treasury regulations. Provided, however, the Plan Administrator shall not restore the Nonvested
Account if (i) a Forfeiture Date has occurred after the date of the distribution and on or before
the date of repayment and (ii) that Forfeiture Date would result in a complete forfeiture of the
amount the Plan Administrator would otherwise restore.



     The Plan Administrator shall restore the Participant’s Account by the close of the Plan Year
following the Plan Year in which repayment is made. The permissible sources for restoration of the
Participant’s Account are Forfeitures or special Employer Contributions. Such special Employer
Contributions shall be made without regard to profits. The repaid and restored amounts are not
included in the Participant’s Annual Additions, as defined in the CONTRIBUTION LIMITATION SECTION
of this article.



SECTION 3.03—ALLOCATION.




     A person meets the allocation requirements of this section if he was an Active Participant at
any time during the Plan Year.



			
	 	 	 
	RESTATEMENT MARCH 1, 2007
	32	ARTICLE III (6-14161)







 









 








     Elective Deferral Contributions shall be allocated to the Participants for whom such
Contributions are made under the EMPLOYER CONTRIBUTIONS SECTION of this article. Such
Contributions shall be allocated when made and credited to the Participant’s Account.



     Matching Contributions shall be allocated to the persons for whom such Contributions are
made under the EMPLOYER CONTRIBUTIONS SECTION of this article. Such Contributions calculated
based on Elective Deferral Contributions and Compensation for the pay periods ending with or
within each Plan-year Quarter shall be allocated when made and credited to the person’s Account.
Such Contributions calculated based on Elective Deferral Contributions and Compensation for the
Plan Year shall be allocated as of the last day of the Plan Year and shall be credited to the
person’s Account.



     The discretionary Qualified Nonelective Contributions to be used to reduce excess amounts, as
described in the EMPLOYER CONTRIBUTIONS SECTION of this article, which are in addition to any other
Qualified Nonelective Contributions described in such section shall be allocated as of the last day
of the Plan Year only to Nonhighly Compensated Employees who were Active Participants at any time
during the Plan Year. Such Contributions (or separate Contributions) shall be allocated first to
the eligible person under the Plan (or separate plan) with the lowest Annual Compensation for the
Plan Year, then to the eligible person under the Plan (or separate plan) with the next lowest
Annual Compensation, and so forth, in each case subject to the applicable limits of the
CONTRIBUTION LIMITATION SECTION of this article. This amount shall be credited to the person’s
Account.



     Qualified Nonelective Contributions other than the discretionary Qualified Nonelective
Contributions to be used to reduce excess amounts, as described in the EMPLOYER CONTRIBUTIONS
SECTION of this article, shall be allocated as of the last day of the Plan Year to each person who
was an Active Participant at any time during the Plan Year. Such Qualified Nonelective
Contributions shall be allocated only to Nonhighly Compensated Employees. The amount allocated to
such person for the Plan Year shall be equal to such Qualified Nonelective Contributions multiplied
by the ratio of such person’s Annual Compensation for the Plan Year to the total Annual
Compensation of all such persons. This amount shall be credited to the person’s Account.



     Discretionary Contributions shall be allocated as of the last day of the Plan Year using
Annual Compensation for the Plan Year. In years in which the Plan is a Top-heavy Plan, as defined
in the DEFINITIONS SECTION of Article XI, and the minimum contribution under the MODIFICATION OF
CONTRIBUTIONS SECTION of Article XI is not being provided by other contributions to this Plan or
another plan of the Employer, the allocation shall be made to each person meeting the allocation
requirements of this section and each person entitled to a minimum contribution under the
MODIFICATION OF CONTRIBUTIONS SECTION of Article XI. In all
other years, the allocation shall be
made for each person meeting the allocation requirements of this section. The amount allocated
shall be equal to the Discretionary Contributions multiplied by the ratio of such person’s Annual
Compensation to the total Annual Compensation for all such persons. The allocation for any person
who does not meet the allocation requirements of this section shall be limited to the amount
necessary to fund the minimum contribution.



     In years in which the Plan is a Top-heavy Plan, the minimum contribution under the
MODIFICATION OF CONTRIBUTIONS SECTION of Article XI is not being provided by other contributions
to this Plan or another plan of the Employer, and the allocation described above (or any
subsequent allocation described below) would provide an allocation for any person less than the
minimum contribution required for such person in the MODIFICATION OF CONTRIBUTIONS SECTION of
Article XI, such minimum contribution shall first be allocated to all such persons. Then any
amount remaining shall be allocated to the remaining persons



			
	 	 	 
	RESTATEMENT MARCH 1, 2007
	33	ARTICLE III (6-14161)







 









 







sharing in the allocation based on Annual Compensation as described above, as if they were the only
persons sharing in the allocation for the Plan Year.




     This amount shall be credited to the person’s Account.



     If Leased Employees are Eligible Employees, in determining the amount of Employer
Contributions allocated to a person who is a Leased Employee, contributions provided by the leasing
organization that are attributable to services such Leased Employee performs for the Employer shall
be treated as provided by the Employer. Those contributions shall not be duplicated under this
Plan.



SECTION 3.04—CONTRIBUTION LIMITATION.





	 	(a)	 	Definitions. For the purpose of determining the contribution
limitation set forth in this section, the following terms are defined.
	 
	 	 	 	Annual Additions means the sum of the following amounts credited to a Participant’s
account for the Limitation Year:






	 	(1)	 	employer contributions;
	 
	 	(2)	 	employee contributions; and
	 
	 	(3)	 	forfeitures.






Annual Additions to a defined contribution plan shall also include the following:




	 	(4)	 	amounts allocated to an individual medical account, as defined in Code
Section 415(1)(2), which are part of a pension or annuity plan maintained by the Employer;
	 
	 	(5)	 	amounts derived from contributions paid or accrued which are attributable to
post-retirement medical benefits, allocated to the separate account of a key
employee, as defined in Code Section 419A(d)(3), under a welfare benefit fund, as defined in
Code Section 419(e), maintained by the Employer; and
	 
	 	(6)	 	allocations under a simplified employee pension.






For this purpose, any Excess Amount applied under (e) and (k) below in the Limitation
Year to reduce Employer Contributions shall be considered Annual Additions for such
Limitation Year.




Compensation means wages within the meaning of Code Section 3401(a) and all other
payments of compensation to an Employee by the Employer (in the course of the
Employer’s trade or business) for which the Employer is required to furnish the
Employee a written statement under Code Sections 6041(d), 6051(a)(3), and 6052.
Compensation must be determined without regard to any rules under Code Section 3401(a)
that limit the remuneration included in wages based on the nature or location of the
employment or the services performed (such as the exception for agricultural labor in
Code Section 3401(a)(2)). The type of compensation that is reported in the “Wages,
Tips and Other Compensation” box on Form W-2 satisfies this definition.



			
	 	 	 
	RESTATEMENT MARCH 1, 2007
	34	ARTICLE III (6-14161)






 









 






For any Self-employed Individual, Compensation shall 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.




Compensation paid or made available during such Limitation Year shall include any
elective deferral (as defined in Code Section 402(g)(3)), and any amount which is
contributed or deferred by the Employer at the election of the Employee and which is
not includible in the gross income of the Employee by reason of Code Section 125,
132(f)(4), or 457.




For Limitation Years beginning on and after January 1, 2005, payments made within 2 1/2
months after Severance from Employment will be Compensation if they are payments that,
absent a Severance from Employment, would have been paid to the Employee while the
Employee continued in employment with the Employer and are regular compensation for
services during the Employee’s regular working hours, compensation for services outside
the Employee’s regular working hours (such as overtime or shift differential),
commissions, bonuses, or other similar compensation, and payments for accrued bona fide
sick, vacation, or other leave, but only if the Employee would have been able to use the
leave if employment had continued. Any payments not described above are not considered
compensation if paid after Severance from Employment, even if they are paid within 2 1/2
months following Severance from Employment, except for payments to an individual who
does not currently perform services for the Employer by reason of qualified military
service (within the meaning of Code Section 414(u)(1)) to the extent these payments do
not exceed the amounts the individual would have received if the individual had
continued to perform services for the Employer rather than entering qualified military
service.




Defined
Contribution Dollar Limitation means $40,000, as adjusted for cost-of living
increases under Code Section 415(d).




Employer means the employer that adopts this Plan, and all members of a controlled
group of corporations (as defined in Code Section 414(b) as modified by Code Section
415(h)), all commonly controlled trades or businesses (as defined in Code Section
414(c) as modified by Code Section 415(h)) or affiliated service groups (as defined in
Code Section 414(m)) of which the adopting employer is a part, and any other entity
required to be aggregated with the employer pursuant to regulations under Code Section
414(o).




Excess Amount means the excess of the Participant’s Annual Additions for the Limitation
Year over the Maximum Annual Addition.




Limitation Year means the consecutive 12-month period ending on the last day of each
Plan Year, including corresponding consecutive 12-month periods before October 1,
1997. If the Limitation Year is other than the calendar year, execution of this Plan
(or any amendment to this Plan changing the Limitation Year) constitutes the
Employer’s adoption of a written resolution electing the Limitation Year. If the
Limitation Year is amended to a different consecutive 12-month period, the new
Limitation Year must begin on a date within the Limitation Year in which the amendment
is made.



			
	 	 	 
	RESTATEMENT MARCH 1, 2007
	35	ARTICLE III (6-14161)







 











 






Maximum Annual Addition means, for Limitation Years beginning on or after January 1,
2002, except for catch-up contributions described in Code Section 414(v), the Annual
Addition that may be contributed or allocated to a Participant’s Account under the
Plan for any Limitation Year. This amount shall not exceed the lesser of:




	 	(1)	 	The Defined Contribution Dollar Limitation, or
	 
	 	(2)	 	100 percent of the Participant’s Compensation for the Limitation Year.






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




If a short Limitation Year is created because of an amendment changing the Limitation
Year to a different consecutive 12-month period, the Maximum Annual Addition will not
exceed the Defined Contribution Dollar Limitation multiplied by the following fraction:



Number of months (including any fractional parts of a month)

in the short Limitation Year

12





	 	(b)	 	If the Participant does not participate in, and has never participated in,
another qualified plan maintained by the Employer or a welfare benefit fund, as defined
in Code Section 419(e), maintained by the Employer, or an individual medical account,
as defined in Code Section 415(l)(2), maintained by the Employer, or a simplified
employee pension, as defined in Code Section 408(k), maintained by the Employer, which
provides an Annual Addition, the amount of Annual Additions which may be credited to
the Participant’s Account for any Limitation Year shall not exceed the lesser of the
Maximum Annual Addition or any other limitation contained in this Plan. If the Employer
Contribution that would otherwise be contributed or allocated to the Participant’s
Account would cause the Annual Additions for the Limitation Year to exceed the Maximum
Annual Addition, the amount contributed or allocated shall be reduced so that the
Annual Additions for the Limitation Year will equal the Maximum Annual Addition.
	 
	 	(c)	 	Prior to determining the Participant’s actual Compensation for the Limitation
Year, the Employer may determine the Maximum Annual Addition for a Participant on the
basis of a reasonable estimation of the Participant’s Compensation for the Limitation
Year, uniformly determined for all Participants similarly situated.
	 
	 	(d)	 	As soon as is administratively feasible after the end of the Limitation Year,
the Maximum Annual Addition for the Limitation Year will be determined on the basis of
the Participant’s actual Compensation for the Limitation Year.
	 
	 	(e)	 	If as a result of a reasonable error in estimating a Participant’s Compensation
for the Limitation Year, a reasonable error in determining the amount of elective
deferrals (within the meaning of Code Section 402(g)(3)) that may be made with respect
to any individual under the limits of Code Section 415, or under other facts and
circumstances allowed by the Internal Revenue Service, there is an Excess Amount, the
excess will be disposed of as follows:





			
	 	 	 
	RESTATEMENT MARCH 1, 2007
	36	ARTICLE III (6-14161)
















 






	 	(1)	 	Any Elective Deferral Contributions (plus attributable earnings), to the extent
they would reduce the Excess Amount, will be distributed to the Participant.
Concurrently with the distribution of such Elective Deferral Contributions, any
Matching Contributions that relate to any Elective Deferral Contributions distributed
in the preceding sentence, to the extent such application would reduce the Excess
Amount, will be applied as provided in (2) or (3) below:
	 
	 	(2)	 	If after the application of (1) above an Excess Amount still exists, and the
Participant is covered by the Plan at the end of the Limitation Year, the Excess Amount
in the Participant’s Account will be used to reduce Employer Contributions for such
Participant in the next Limitation Year, and each succeeding Limitation Year if
necessary.
	 
	 	(3)	 	If after the application of (1) above an Excess Amount still exists, and the
Participant is not covered by the Plan at the end of the Limitation Year, the Excess
Amount will be held unallocated in a suspense account. The suspense account will be
applied to reduce future Employer Contributions for all remaining Participants in the
next Limitation Year, and each succeeding Limitation Year if necessary.
	 
	 	(4)	 	If a suspense account is in existence at any time during a Limitation Year pursuant
to this (e), it will participate in the allocation of investment gains or losses. If a
suspense account is in existence at any time during a particular Limitation Year, all
amounts in the suspense account must be allocated and reallocated to Participant’s
Accounts before any Employer Contributions may be made to the Plan for that Limitation
Year. Excess Amounts held in a suspense account may not be distributed to Participants or
former Participants.






	 	(f)	 	This (f) applies if, in addition to this Plan, the Participant is covered under another
qualified defined contribution plan maintained by the Employer, a welfare benefit fund
maintained by the Employer, an individual medical account maintained by the Employer, or a
simplified employee pension maintained by the Employer which provides an Annual Addition
during any Limitation Year. The Annual Additions which may be credited to a Participant’s
Account under this Plan for any such Limitation Year will not exceed the Maximum Annual
Addition, reduced by the Annual Additions credited to a Participant’s account under the
other qualified defined contribution plans, welfare benefit funds, individual medical
accounts, and simplified employee pensions for the same Limitation Year. If the Annual
Additions with respect to the Participant under other qualified defined contribution plans,
welfare benefit funds, individual medical accounts, and simplified employee pensions
maintained by the Employer are less than the Maximum Annual Addition, and the Employer
Contribution that would otherwise be contributed or allocated to the Participant’s Account
under this Plan would cause the Annual Additions for the Limitation Year to exceed this
limitation, the amount contributed or allocated will be reduced so that the Annual Additions
under all such plans and funds for the Limitation Year will equal the Maximum Annual
Addition. If the Annual Additions with respect to the Participant under such other qualified
defined contribution plans, welfare benefit funds, individual medical accounts, and
simplified employee pensions in the aggregate are equal to or greater than the Maximum
Annual Addition, no amount will be contributed or allocated to the Participant’s Account
under this Plan for the Limitation Year.





			
	 	 	 
	RESTATEMENT MARCH 1, 2007
	37	ARTICLE III (6-14161)

















 









	 	(g)	 	Prior to determining the Participant’s actual Compensation for the Limitation Year,
the Employer may determine the Maximum Annual Addition for a Participant in the manner
described in (c) above.
	 
	 	(h)	 	As soon as is administratively feasible after the end of the Limitation Year, the
Maximum Annual Addition for the Limitation Year will be determined on the basis of the
Participant’s actual Compensation for the Limitation Year.
	 
	 	(i)	 	If pursuant to (h) above or as a result of the allocation of forfeitures or as a
result of a reasonable error in determining the amount of elective deferrals (within the
meaning of Code Section 402(g)(3)) that may be made with respect to any individual under
the limits of Code Section 415, a Participant’s Annual Additions under this Plan and such
other plans would result in an Excess Amount for a Limitation Year, the Excess Amount
will be deemed to consist of the Annual Additions last allocated, except that Annual
Additions attributable to a simplified employee pension will be deemed to have been
allocated first, followed by Annual Additions to a welfare benefit fund or individual
medical account, regardless of the actual allocation date.
	 
	 	(j)	 	If an Excess Amount was allocated to a Participant on an allocation date of this
Plan which coincides with an allocation date of another plan, the Excess Amount
attributed to this Plan will be the product of:






	 	(1)	 	the total Excess Amount allocated as of such date, times
	 
	 	(2)	 	the ratio of (i) the Annual Additions allocated to the Participant for
the Limitation Year as of such date under this Plan to (ii) the total Annual
Additions allocated to the Participant for the Limitation Year as of such date
under this and all the other qualified defined contribution plans.






	 	(k)	 	Any Excess Amount attributed to this Plan will be disposed of in the manner
described in (e) above.





SECTION
3.05 —EXCESS AMOUNTS.





	 	(a)	 	Definitions. For purposes of this section, the following terms are
defined:
	 
	 	 	 	ACP means, for a specified group of Participants (either Highly Compensated Employees or
Nonhighly Compensated Employees) for a Plan Year, the average (expressed as a
percentage) of the Contribution Percentages of the Eligible Participants in the group.
	 
	 	 	 	ADP means, for a specified group of Participants (either Highly Compensated Employees
or Nonhighly Compensated Employees) for a Plan Year, the average (expressed as a
percentage) of the Deferral Percentages of the Eligible Participants in the group.
	 
	 	 	 	Catch-up Contributions means Elective Deferral Contributions made to a plan that are in
excess of an otherwise applicable plan limit and that are made by participants who are
age 50 or older by the end of the taxable year. An otherwise applicable plan limit is a
limit in the plan that applies to Elective Deferral Contributions without regard to
Catch-up Contributions, such as the limits on the maximum annual additions under Code
Section 415, the dollar limitation on Elective Deferral





			
	 	 	 
	RESTATEMENT MARCH 1, 2007
	38	ARTICLE III (6-14161)
















 






	 	 	 	Contributions under Code Section 402(g) (not counting Catch-up Contributions), and the limit
imposed by the nondiscrimination test described in Code Section 401
(k)(3).
	 
	 	 	 	Contribution Percentage means the ratio (expressed as
a percentage) of the Eligible Participant’s
Contribution Percentage Amounts to the Eligible Participant’s Compensation for the Plan Year
(whether or not the Eligible Participant was an Eligible Participant for the entire Plan Year).
For an Eligible Participant for whom such Contribution Percentage Amounts for the Plan Year are
zero, the percentage is zero.
	 
	 	 	 	Contribution Percentage Amounts means the sum of the Participant Contributions and Matching
Contributions (that are not Qualified Matching Contributions taken into account for purposes of
the ADP Test) made under the plan on behalf of the Eligible Participant for the plan year. For
plan years beginning on or after January 1, 2006, Matching Contributions cannot be taken into
account for a plan year for a Nonhighly Compensated Employee to the extent they are
disproportionate matching contributions as defined in section 1.401
(m)-2(a)(5)(ii) of the
regulations. Such Contribution Percentage Amounts shall not include Matching Contributions that
are forfeited either to correct Excess Aggregate Contributions or because the contributions to
which they relate are Excess Elective Deferrals, Excess Contributions, or Excess Aggregate
Contributions. Under such rules as the Secretary of the Treasury shall prescribe, in determining
the Contribution Percentage the Employer may elect to include Qualified Nonelective Contributions
under this Plan that were not used in computing the Deferral Percentage. For plan years beginning
on or after January 1, 2006, Qualified Nonelective Contributions cannot be taken into account for
a plan year for a Nonhighly Compensated Employee to the extent they are disproportionate
contributions as defined in section 1.401(m)-2(a)(6)(v) of the regulations. The Employer may also
elect to use Elective Deferral Contributions in computing the Contribution Percentage so long as
the ADP Test is met before the Elective Deferral Contributions are used in the ACP Test and
continues to be met following the exclusion of those Elective Deferral Contributions that are used
to meet the ACP Test.
	 
	 	 	 	Deferral Percentage means the ratio (expressed as a percentage) of Elective Deferral Contributions
(other than Catch-up Contributions) under this Plan on behalf of the Eligible Participant for the
Plan Year to the Eligible Participant’s Compensation for the Plan Year (whether or not the
Eligible Participant was an Eligible Participant for the entire Plan Year). The Elective Deferral
Contributions used to determine the Deferral Percentage shall include Excess Elective Deferrals
(other than Excess Elective Deferrals of Nonhighly Compensated Employees that arise solely from
Elective Deferral Contributions made under this Plan or any other plans of the Employer or a
Controlled Group member), but shall exclude Elective Deferral Contributions that are used in
computing the Contribution Percentage (provided the ADP Test is satisfied both with and without
exclusion of these Elective Deferral Contributions). Under such rules as the Secretary of the
Treasury shall prescribe, the Employer may elect to include Qualified Nonelective Contributions and
Qualified Matching Contributions under this Plan in computing the Deferral Percentage. For Plan
Years beginning on or after January 1, 2006, Qualified Matching Contributions cannot be taken into
account for a Plan Year for a Nonhighly Compensated Employee to the extent they
are disproportionate matching contributions as defined in section
1.401(m)-2(a)(5)(ii) of the regulations. For Plan Years beginning on or after January
1, 2006, Qualified Nonelective Contributions cannot be taken into account for a Plan Year for a
Nonhighly Compensated Employee to the extent they are disproportionate contributions as defined in
section 1.401(k)-





			
	 	 	 
	RESTATEMENT MARCH 1, 2007
	39	ARTICLE III (6-14161)
















 






	 	 	 	2(a)(6)(iv) of the regulations. For an Eligible Participant for whom such contributions on his
behalf for the Plan Year are zero, the percentage is zero.
	 
	 	 	 	Elective Deferral Contributions means any employer contributions made to a plan at the election
of a participant in lieu of cash compensation. With respect to any taxable year, a participant’s
Elective Deferral Contributions are the sum of all employer contributions made on behalf of such
participant pursuant to an election to defer under any qualified cash or deferred arrangement
described in Code Section 401 (k), any salary reduction simplified employee pension plan
described in Code Section 408(k)(6), any SIMPLE IRA plan described in Code Section 408(p), any
plan described under Code Section 501(c)(18), and any employer contributions made on behalf of a
participant for the purchase of an annuity contract under Code Section 403(b) pursuant to a
salary reduction agreement. For taxable years beginning after December 31, 2005, Elective
Deferral Contributions include Pre-tax Elective Deferral Contributions and Roth Elective Deferral
Contributions. Elective Deferral Contributions shall not include any deferrals properly
distributed as excess annual additions.
	 
	 	 	 	Eligible Participant means, for purposes of determining the Deferral Percentage, any Employee who
is otherwise entitled to make Elective Deferral Contributions under the terms of the plan for the
plan year. Eligible Participant means, for purposes of determining the Contribution Percentage, any
Employee who is eligible (i) to make a Participant Contribution or an Elective Deferral
Contribution (if the Employer takes such contributions into account in the calculation of the
Contribution Percentage), or (ii) to receive a Matching Contribution (including forfeitures) or a
Qualified Matching Contribution. If a Participant Contribution is required as a condition of
participation in the plan, any Employee who would be a participant in the plan if such Employee
made such a contribution shall be treated as an Eligible Participant on behalf of whom no
Participant Contributions are made.
	 
	 	 	 	Excess Aggregate Contributions means, with respect to any Plan Year, the excess of:






	 	(1)	 	The aggregate Contribution Percentage Amounts taken into account in computing the numerator
of the Contribution Percentage actually made on behalf of Highly Compensated Employees for
such Plan Year, over
	 
	 	(2)	 	The maximum Contribution Percentage Amounts permitted by the ACP Test (determined by
hypothetically reducing contributions made on behalf of Highly Compensated Employees in order
of their Contribution Percentages beginning with the highest of such percentages).






Such determination shall be made after first determining Excess Elective Deferrals and then
determining Excess Contributions.




Excess Contributions means, with respect to any Plan Year, the excess of:




	 	(1)	 	The aggregate amount of employer contributions actually taken into account in computing the
Deferral Percentage of Highly Compensated Employees for such Plan Year, over
	 
	 	(2)	 	The maximum amount of such contributions permitted by the ADP Test (determined by
hypothetically reducing contributions made on behalf of Highly Compensated Employees in the
order of the Deferral Percentages, beginning with the highest of such percentages).





			
	 	 	 
	RESTATEMENT MARCH 1, 2007
	40	ARTICLE III (6-14161)
















 






	 	 	 	Such determination shall be made after first determining Excess Elective Deferrals.
	 
	 	 	 	Excess Elective Deferrals means those Elective Deferral Contributions of a Participant that
either (i) are made during the Participant’s taxable year and exceed the dollar limitation
under Code Section 402(g) or (ii) are made during a calendar year and exceed the dollar
limitation under Code Section 402(g) for the Participant’s taxable year beginning in such
calendar year, counting only Elective Deferral Contributions made under this Plan and any
other plan, contract, or arrangement maintained by the Employer. The dollar limitation shall
be increased by the dollar limit on Catch-up Contributions under Code Section 414(v), if
applicable.
	 
	 	 	 	Excess Elective Deferrals shall be treated as Annual Additions, as defined in the
CONTRIBUTION LIMITATION SECTION of this article, under the Plan, unless such amounts are
distributed no later than the first April 15 following the close of the Participant’s taxable
year.
	 
	 	 	 	Matching Contributions means employer contributions made to this or any other defined
contribution plan, or to a contract described in Code Section 403(b), on behalf of a
participant on account of a Participant Contribution made by such participant, or on account
of a participant’s Elective Deferral Contributions, under a plan maintained by the Employer
or a Controlled Group member.
	 
	 	 	 	Participant Contributions means contributions (other than Roth Elective Deferral
Contributions) made to the plan by or on behalf of a participant that are included in the
participant’s gross income in the year in which made and that are maintained under a separate
account to which the earnings and losses are allocated.
	 
	 	 	 	Pre-tax Elective Deferral Contributions means a participant’s Elective Deferral Contributions
that are not includible in the participant’s gross income at the time deferred.
	 
	 	 	 	Qualified Matching Contributions means Matching Contributions that are nonforfeitable when
made to the plan and that are distributable only in accordance with the distribution
provisions (other than for hardships) applicable to Elective Deferral Contributions.
	 
	 	 	 	Qualified Nonelective Contributions means any employer contributions (other than Matching
Contributions) that an Employee may not elect to have paid to him in cash instead of being
contributed to the plan and that are nonforfeitable when made to the plan and that are
distributable only in accordance with the distribution provisions (other than for hardships)
applicable to Elective Deferral Contributions.
	 
	 	 	 	Roth Elective Deferral Contributions means a participant’s Elective Deferral Contributions
that are includible in the participant’s gross income at the time deferred and have been
irrevocably designated as Roth Elective Deferral Contributions by the participant in his
elective deferral agreement.






	 	(b)	 	Excess Elective Deferrals A Participant may assign to this Plan any Excess Elective
Deferrals made during a taxable year of the Participant by notifying the Plan Administrator in
writing on or before the first following March 1 of the amount of the Excess Elective
Deferrals to be assigned to the Plan. A Participant is deemed to notify the Plan
Administrator of any Excess Elective Deferrals





			
	 	 	 
	RESTATEMENT MARCH 1, 2007
	41	ARTICLE III (6-14161)
















 






	 	 	 	that arise by taking into account only those Elective Deferral Contributions made to this Plan
and any other plan, contract, or arrangement of the Employer or a Controlled Group member. The
Participant’s claim for Excess Elective Deferrals shall be accompanied by the Participant’s
written statement that if such amounts are not distributed, such Excess Elective Deferrals
will exceed the limit imposed on the Participant by Code Section 402(g) (including, if
applicable, the dollar limitation on Catch-up Contributions under Code Section 414(v)) for the
year in which the deferral occurred. The Excess Elective Deferrals assigned to this Plan
cannot exceed the Elective Deferral Contributions allocated under this Plan for such taxable
year.
	 
	 	 	 	Notwithstanding any other provisions of the Plan, Elective Deferral Contributions in an
amount equal to the Excess Elective Deferrals assigned to this Plan, plus any income and
minus any loss allocable thereto, shall be distributed no later than April 15 to any
Participant to whose Account Excess Elective Deferrals were assigned for the preceding year
and who claims Excess Elective Deferrals for such taxable year or calendar year.
	 
	 	 	 	Any Matching Contributions that were based on the Elective Deferral Contributions
distributed as Excess Elective Deferrals, plus any income and minus any loss allocable
thereto, shall be forfeited whether or not such amounts are distributed as Excess Elective
Deferrals.






	 	(c)	 	ADP Test. As of the end of each Plan Year after Excess Elective Deferrals have been
determined, the Plan must satisfy the ADP Test. The ADP Test shall be satisfied using the
prior year testing method, unless the Employer has elected to use the current year testing
method.






	 	(1)	 	Prior Year Testing Method. The ADP for a Plan Year for Eligible
Participants who are Highly Compensated Employees for each Plan Year and the prior
year’s ADP for Eligible Participants who were Nonhighly Compensated Employees for the
prior Plan Year must satisfy one of the following tests:






	 	(i)	 	The ADP for a Plan Year for Eligible Participants who are Highly
Compensated Employees for the Plan Year shall not exceed the prior year’s ADP
for Eligible Participants who were Nonhighly Compensated Employees for the prior
Plan Year multiplied by 1.25; or
	 
	 	(ii)	 	The ADP for a Plan Year for Eligible Participants who are Highly
Compensated Employees for the Plan Year:






	 	A.	 	shall not exceed the prior year’s ADP for Eligible
Participants who were
Nonhighly Compensated Employees for the prior Plan Year multiplied by 2,

and
	 
	 	B.	 	the difference between such ADPs is not more than 2.






If this is not a successor plan, for the first Plan Year the Plan permits any
Participant to make Elective Deferral Contributions, for purposes of the foregoing
tests, the prior year’s Nonhighly Compensated Employees’ ADP shall be 3 percent,
unless the Employer has elected to use the Plan Year’s ADP for these Eligible
Participants.



			
	 	 	 
	RESTATEMENT MARCH 1, 2007
	42	ARTICLE III (6-14161)
















 






	 	(2)	 	Current Year Testing Method. The ADP for a Plan Year for Eligible Participants
who are Highly Compensated Employees for each Plan Year and the ADP for Eligible
Participants who are Nonhighly Compensated Employees for the Plan Year must satisfy one of
the following tests:






	 	(i)	 	The ADP for a Plan Year for Eligible Participants who are Highly Compensated
Employees for the Plan Year shall not exceed the ADP for Eligible Participants who are
Nonhighly Compensated Employees for the Plan Year multiplied by 1.25; or






	 	(ii)	 	The ADP for a Plan Year for Eligible Participants who are Highly Compensated
Employees for the Plan Year:






	 	A.	 	shall not exceed the ADP for Eligible Participants
who are Nonhighly
Compensated Employees for the Plan Year multiplied by 2, and






	 	B.	 	the difference between such ADP’s is not more than 2.






If the Employer has elected to use the current year testing method, that election cannot be
changed unless (i) the Plan has been using the current year testing method for the
preceding five Plan Years, or if less, the number of Plan Years the Plan has been in
existence; or (ii) if as a result of a merger or acquisition described in Code Section
410(b)(6)(C)(i), the Employer maintains both a plan using the prior year testing method and
a plan using the current year testing method and the change is made within the transition
period described in Code Section 410(b)(6)(C)(ii).




A Participant is a Highly Compensated Employee for a particular Plan Year if he meets the
definition of a Highly Compensated Employee in effect for that Plan Year. Similarly, a Participant
is a Nonhighly Compensated Employee for a particular Plan Year if he does not meet the definition
of a Highly Compensated Employee in effect for that Plan Year.




The Deferral Percentage for any Eligible Participant who is a Highly Compensated Employee for the
Plan Year and who is eligible to have Elective Deferral Contributions (and Qualified Nonelective
Contributions or Qualified Matching Contributions, or both, if treated as Elective Deferral
Contributions for purposes of the ADP Test) allocated to his account under two or more
arrangements described in Code Section 401 (k) that are maintained by the Employer or a Controlled
Group member shall be determined as if such Elective Deferral Contributions (and, if applicable,
such Qualified Nonelective Contributions or Qualified Matching Contributions, or both) were made
under a single arrangement. For Plan Years beginning on or after January 1, 2006, if a Highly
Compensated Employee participates in two or more cash or deferred arrangements of the Employer or
of a Controlled Group member that have different plan years, all Elective Deferral Contributions
made during the Plan Year shall be aggregated. For Plan Years beginning before January 1, 2006,
all such cash or deferred arrangements ending with or within the same calendar year shall be
treated as a single arrangement. The foregoing notwithstanding, certain plans shall be treated as
separate if mandatorily disaggregated under the regulations of Code Section 401 (k).




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



			
	 	 	 
	RESTATEMENT MARCH 1, 2007
	43	ARTICLE III (6-14161)
















 






determining the Deferral Percentage of Employees as if all such plans were a single plan. If more
than 10 percent of the Employer’s Nonhighly Compensated Employees are involved in a plan coverage
change as defined in section 1.401(k)-2(c)(4) of the regulations, then any adjustments to the
Nonhighly Compensated Employee ADP for the prior year shall be made in accordance with such
regulations, unless the Employer has elected to use the current year testing method. Plans may be
aggregated in order to satisfy Code Section 401(k) only if they have the same plan year and use the
same testing method for the ADP Test.




For purposes of the ADP Test, Elective Deferral Contributions, Qualified Nonelective
Contributions, and Qualified Matching Contributions must be made before the end of the 12-month
period immediately following the Plan Year to which the contributions relate.




If the Plan Administrator should determine during the Plan Year that the ADP Test is not being
met, the Plan Administrator may limit the amount of future Elective Deferral Contributions of the
Highly Compensated Employees.




Notwithstanding any other provisions of this Plan, Excess Contributions, plus any income and minus
any loss allocable thereto, shall be distributed no later than 12 months after the last day of a
Plan Year to Participants to whose Accounts such Excess Contributions were allocated for such Plan
Year, except to the extent such Excess Contributions are classified as Catch-up Contributions.
Excess Contributions are allocated to the Highly Compensated Employees with the largest amounts of
employer contributions taken into account in calculating the ADP Test for the year in which the
excess arose, beginning with the Highly Compensated Employee with the largest amount of such
employer contributions and continuing in descending order until all of the Excess Contributions
have been allocated. For Plan Years beginning on or after January 1, 2006, if a Highly Compensated
Employee participates in two or more cash or deferred arrangements of the Employer or of a
Controlled Group member, the amount distributed shall not exceed the amount of the employer
contributions taken into account in calculating the ADP test and made to this Plan for the year in
which the excess arose. If Catch-up Contributions are allowed for the Plan Year being tested, to
the extent a Highly Compensated Employee has not reached his Catch-up Contribution limit under the
Plan for such year, Excess Contributions allocated to such Highly Compensated Employee are Catch-up
Contributions and will not be treated as Excess Contributions. If such excess amounts (other than
Catch-up Contributions) are distributed more than 2 1/2 months after the last day of the Plan Year
in which such excess amounts arose, a 10 percent excise tax shall be imposed on the employer
maintaining the plan with respect to such amounts.




Excess Contributions shall be treated as Annual Additions, as defined in the CONTRIBUTION
LIMITATION SECTION of this article, even if distributed.




The Excess Contributions shall be adjusted for any income or loss. The income or loss allocable to
such Excess Contributions allocated to each Participant shall be equal to the income or loss
allocable to the Participant’s Elective Deferral Contributions (and, if applicable, Qualified
Nonelective Contributions or Qualified Matching Contributions, or both) for the Plan Year in which
the excess occurred multiplied by a fraction. The numerator of the fraction is the Excess
Contributions. The denominator of the fraction is the closing balance without regard to any income
or loss occurring during such Plan Year (as of the end of such Plan Year) of the Participant’s
Account resulting from Elective Deferral Contributions (and Qualified Nonelective



			
	 	 	 
	RESTATEMENT MARCH 1, 2007
	44	ARTICLE III (6-14161)
















 






Contributions or Qualified Matching Contributions, or both, if such contributions are
included in the ADP Test).




For purposes of determining income or loss on Excess Contributions beginning with the
2006 Plan Year, any Excess Contributions, in addition to any adjustment for income or
loss for the Plan Year in which the excess occurred, shall be adjusted for income or
loss for the gap period between the end of such Plan Year and the date of distribution.
Such income or loss allocable to the gap period shall be equal to 10% of the income or
loss allocable to the Excess Contributions for the Plan Year multiplied by the number of
complete months (counting 16 days or more as a complete month) in the gap period.




Excess Contributions allocated to a Participant shall be distributed from the
Participant’s Account resulting from Elective Deferral Contributions. If such Excess
Contributions exceed the amount of Excess Contributions in the Participant’s Account
resulting from Elective Deferral Contributions, the balance shall be distributed from
the Participant’s Account resulting from Qualified Matching Contributions (if
applicable) and Qualified Nonelective Contributions, respectively.




Any Matching Contributions that were based on the Elective Deferral Contributions
distributed as Excess Contributions, plus any income and minus any loss allocable
thereto, shall be forfeited whether or not such amounts are distributed as Excess
Contributions.




	 	(d)	 	ACP Test. As of the end of each Plan Year, the Plan must satisfy the ACP
Test. The ACP Test shall be satisfied using the prior year testing method, unless the
Employer has elected to use the current year testing method.






	 	(1)	 	Prior Year Testing Method. The ACP for a Plan Year for
Eligible Participants who are Highly Compensated Employees for each Plan Year and
the prior year’s ACP for Eligible Participants who were Nonhighly Compensated
Employees for the prior Plan Year must satisfy one of the following tests:






	 	(i)	 	The ACP for a Plan Year for Eligible Participants who are
Highly Compensated Employees for the Plan Year shall not exceed the prior
year’s ACP for Eligible Participants who were Nonhighly Compensated
Employees for the prior Plan Year multiplied by 1.25; or
	 
	 	(ii)	 	The ACP for a Plan Year for Eligible Participants who are
Highly Compensated Employees for the Plan Year:






	 	A.	 	shall not exceed the prior year’s ACP for
Eligible Participants who were
Nonhighly Compensated Employees for the prior Plan Year multiplied by
2, and
	 
	 	B.	 	the difference between such ACPs is not more than 2.






If this is not a successor plan, for the first Plan Year the Plan permits any
Participant to make Participant Contributions, provides for Matching
Contributions, or both, for purposes of the foregoing tests, the prior year’s
Nonhighly Compensated Employees’ ACP shall be 3 percent, unless the Employer has
elected to use the Plan Year’s ACP tor these Eligible Participants.



			
	 	 	 
	RESTATEMENT MARCH 1, 2007
	45	ARTICLE III (6-14161)




















 






	(2)	 	Current Year Testing Method. The ACP
for a Plan Year for Eligible Participants who are Highly
Compensated Employees for each Plan Year and the ACP for Eligible
Participants who are Nonhighly Compensated Employees for the Plan
Year must satisfy one of the following tests:






	 	(i)	 	The ACP for a Plan Year for Eligible
Participants who are Highly Compensated Employees for the
Plan Year shall not exceed the ACP for Eligible Participants
who are Nonhighly Compensated Employees for the Plan Year
multiplied by 1.25; or
	 
	 	(ii)	 	The ACP for a Plan Year for Eligible
Participants who are Highly Compensated Employees for the Plan
Year:






	 	A.	 	shall not exceed the
ACP for Eligible Participants who are
Nonhighly Compensated Employees for the Plan Year multiplied by 2, and
	 
	 	B.	 	the difference between such ACPs is not more than 2.






	 	 	If the Employer has elected to use the current year testing
method, that election cannot be changed unless (i) the Plan has
been using the current year testing method for the preceding five
Plan Years, or if less, the number of Plan Years the Plan has been
in existence; or (ii) if as a result of a merger or acquisition
described in Code Section 410(b)(6)(C)(i), the Employer maintains
both a plan using the prior year testing method and a plan using
the current year testing method and the change is made within the
transition period described in Code Section 410(b)(6)(C)(ii).




A Participant is a Highly Compensated Employee for a particular Plan
Year if he meets the definition of a Highly Compensated Employee in
effect for that Plan Year. Similarly, a Participant is a Nonhighly
Compensated Employee for a particular Plan Year if he does not meet the
definition of a Highly Compensated Employee in effect for that Plan
Year.



The Contribution Percentage for any Eligible Participant who is a Highly
Compensated Employee for the Plan Year and who is eligible to have
Contribution Percentage Amounts allocated to his account under two or
more plans described in Code Section 401 (a) or arrangements described
in Code Section 401 (k) that are maintained by the Employer or a
Controlled Group member shall be determined as if the total of such
Contribution Percentage Amounts was made under each plan and
arrangement. For Plan Years beginning on or after January 1, 2006, if a
Highly Compensated Employee participates in two or more such plans or
arrangements that have different plan years, all Contribution Percentage
Amounts made during the Plan Year shall be aggregated. For Plan Years
beginning before January 1, 2006, all such plans and arrangements ending
with or within the same calendar year shall be treated as a single plan
or arrangement. The foregoing not withstanding, certain plans shall be
treated as separate if mandatorily disaggregated under the regulations
of Code Section 401 (m).



In the event this Plan satisfies the requirements of Code Section
401(m), 401(a)(4), or 410(b) only if aggregated with one or more other
plans, or if one or more other plans satisfy the requirements of such
Code sections only if aggregated with this Plan, then this section shall
be applied by determining the Contribution Percentage of Employees as if
all such plans were a single




			
	 	 	 
	RESTATEMENT MARCH 1, 2007
	46	ARTICLE III (6-14161)
















 




plan. If more than 10 percent of the Employer’s Nonhighly Compensated
Employees are involved in a plan coverage change as defined in section
1.401(m)-2(c)(4) of the regulations, then any adjustments to the
Nonhighly Compensated Employee ACP for the prior year shall be made in
accordance with such regulations, unless the Employer has elected to use
the current year testing method. Plans may be aggregated in order to
satisfy Code Section 401 (m) only if they have the same plan year and use
the same testing method for the ACP Test.



For purposes of the ACP Test, Participant Contributions are considered to
have been made in the Plan Year in which contributed to the Plan.
Matching Contributions and Qualified Nonelective Contributions will be
considered to have been made for a Plan Year if made no later than the
end of the 12-month period beginning on the day after the close of the
Plan Year.



Notwithstanding any other provisions of this Plan, Excess Aggregate
Contributions, plus any income and minus any loss allocable thereto,
shall be forfeited, if not vested, or distributed, if vested, no later
than 12 months after the last day of a Plan Year to Participants to whose
Accounts such Excess Aggregate Contributions were allocated for such Plan
Year. Excess Aggregate Contributions are allocated to the Highly
Compensated Employees with the largest Contribution Percentage Amounts
taken into account in calculating the ACP Test for the year in which the
excess arose, beginning with the Highly Compensated Employee with the
largest amount of such Contribution Percentage Amounts and continuing in
descending order until all of the Excess Aggregate Contributions have
been allocated. For Plan Years beginning on or after January 1, 2006, if
a Highly Compensated Employee participates in two or more plans or
arrangements of the Employer or of a Controlled Group member that include
Contribution Percentage Amounts, the amount distributed shall not exceed
the Contribution Percentage Amounts taken into account in calculating the
ACP Test and made to this Plan for the year in which the excess arose. If
such Excess Aggregate Contributions are distributed more than 2 1/2 months
after the last day of the Plan Year in which such excess amounts arose, a
10 percent excise tax shall be imposed on the employer maintaining the
plan with respect to such amounts.



Excess Aggregate Contributions shall be treated as Annual Additions, as
defined in the CONTRIBUTION LIMITATION SECTION of this article, even if
distributed.



The Excess Aggregate Contributions shall be adjusted for any income or
loss. The income or loss allocable to such Excess Aggregate
Contributions allocated to each Participant shall be equal to the income
or loss allocable to the Participant’s Contribution Percentage Amounts
for the Plan Year in which the excess occurred multiplied by a fraction.
The numerator of the fraction is the Excess Aggregate Contributions. The
denominator of the fraction is the closing balance without regard to any
income or loss occurring during such Plan Year (as of the end of such
Plan Year) of the Participant’s Account resulting from Contribution
Percentage Amounts.



For purposes of determining income or loss on Excess Aggregate
Contributions beginning with the 2006 Plan Year, any Excess Aggregate
Contributions, in addition to any adjustment for income or loss for the
Plan Year in which the excess occurred, shall be adjusted for income or
loss for the gap period between the end of such Plan Year and the date
of distribution. Such income or loss allocable to the gap period shall
be equal to 10% of the income or loss allocable to the Excess Aggregate
Contributions for the Plan Year multiplied by the number of complete
months (counting 16 days or more as a complete month) in the gap period.




			
	 	 	 
	RESTATEMENT MARCH 1, 2007
	47	ARTICLE III (6-14161)
















 






	 	 	Excess Aggregate Contributions allocated to a Participant shall be
distributed from the Participant’s Account resulting from Participant
Contributions that are not required as a condition of employment or
participation or for obtaining additional benefits from Employer
Contributions. If such Excess Aggregate Contributions exceed the balance
in the Participant’s Account resulting from such Participant
Contributions, the balance shall be forfeited, if not vested, or
distributed, if vested, on a pro rata basis from the Participant’s
Account resulting from Contribution Percentage Amounts.
	 
	(e)	 	Employer Elections. The Employer has not made
an election to use the current year testing method.





			
	 	 	 
	RESTATEMENT MARCH 1, 2007
	48	ARTICLE III (6-14161)
















 






ARTICLE IV




INVESTMENT OF CONTRIBUTIONS




SECTION
4.01—INVESTMENT AND TIMING OF CONTRIBUTIONS.




     The handling of Contributions and Plan assets is governed by the provisions of the
Trust Agreement and any other relevant document, such as an Annuity Contract (for the
purposes of this paragraph alone, the Trust Agreement and such other documents will each be
referred to as a “document” or collectively as the “documents”), duly entered into by or
with regard to the Plan that govern such matters. To the extent permitted by the documents,
the parties named below shall direct the Contributions for investment in any of the
investment options or investment vehicles available to the Plan under or through the
documents, and may request the transfer of amounts resulting from those Contributions
between such investment options and investment vehicles. A Participant may not direct the
investment of all or any portion of his Account in collectibles. Collectibles mean any work
of art, rug or antique, metal or gem, stamp or coin, alcoholic beverage, or other tangible
personal property specified by the Secretary of the Treasury. However, for tax years
beginning after December 31, 1997, certain coins and bullion as provided in Code Section
408(m)(3) shall not be considered collectibles. To the extent that a Participant who has the
ability to provide investment direction fails to give timely investment direction, the
amount for which no investment direction is in place shall be invested in such investment
options and investment vehicles as provided in the service and expense agreement or such
other documents duly entered into by or with regard to the Plan that govern such matters. If
the Primary Employer has investment direction, the Contributions shall be invested ratably
in the investment options and investment vehicles available to the Plan under or through the
documents. The Primary Employer shall have investment direction for amounts that have not
been allocated to Participants. To the extent an investment is no longer available, the
Primary Employer may require that amounts currently held in such investment be reinvested in
other investments.



     At least annually, the Named Fiduciary shall review all pertinent Employee information
and Plan data in order to establish the funding policy of the Plan and to determine
appropriate methods of carrying out the Plan’s objectives. The Named Fiduciary shall inform
the Trustee and any Investment Manager of the Plan’s short-term and long-term financial needs
so the investment policy can be coordinated with the Plan’s financial requirements.




	 	(a)	 	Employer Contributions other than Elective Deferral Contributions:
The Primary Employer shall direct the investment of such Employer Contributions and transfer of amounts
resulting from those Contributions.
	 
	 	(b)	 	Elective Deferral Contributions: The Participant shall direct the
investment of Elective Deferral Contributions and transfer of amounts resulting from those Contributions.
	 
	 	(c)	 	Rollover Contributions: The Participant shall direct the investment
of Rollover Contributions and transfer of amounts resulting from those Contributions.





     However, the Named Fiduciary may delegate to the Investment Manager investment
direction for Contributions and amounts that are not subject to Participant direction.



			
	 	 	 
	RESTATEMENT MARCH 1, 2007
	49	ARTICLE IV (6-14161)
















 





     All Contributions are forwarded by the Employer to the Trustee to be deposited in the
Trust Fund or to the Insurer to be deposited under the Annuity Contract, as applicable.
Contributions that are accumulated through payroll deduction shall be paid to the Trustee or
Insurer, as applicable, by the earlier of (i) the date the Contributions can reasonably be
segregated from the Employer’s assets, or (ii) the 15th business day of the month following
the month in which the Contributions would otherwise have been paid in cash to the
Participant.



SECTION 4.01A—INVESTMENT IN QUALIFYING EMPLOYER SECURITIES.




     All or some portion of the Participant’s Account resulting from the following
Contributions may be invested in Qualifying Employer Securities:



     Matching Contributions



     Qualified Nonelective Contributions




     Discretionary Contributions




     For purposes of determining the annual valuation of the Plan, and for reporting to
Participants and regulatory authorities, the assets of the Plan shall be valued at least
annually on the Valuation Date which corresponds to the last day of the Plan Year. The fair
market value of Qualifying Employer Securities shall be determined on such Valuation Date.
The prices of Qualifying Employer Securities as of the date of the transaction shall apply
for purposes of valuing distributions and other transactions of the Plan to the extent such
value is representative of the fair market value of such securities in the opinion of the
Plan Administrator. The value of a Participant’s Account held in the Qualifying Employer
Securities Fund may be expressed in units.



     If the Qualifying Employer Securities are not publicly traded, or if an extremely thin
market exists for such securities so that reasonable valuation may not be obtained from the
market place, then such securities must be valued at least annually by an independent
appraiser who is not associated with the Employer, the Plan Administrator, the Trustee, or
any person related to any fiduciary under the Plan. The independent appraiser may be
associated with a person who is merely a contract administrator with respect to the Plan,
but who exercises no discretionary authority and is not a plan fiduciary.



     If there is a public market for Qualifying Employer Securities of the type held by the
Plan, then the Plan Administrator may use as the value of the securities the price at which
such securities trade in such market. If the Qualifying Employer Securities do not trade on
the relevant date, or if the market is very thin on such date, then the Plan Administrator
may use for the valuation the next preceding trading day on which the trading prices are
representative of the fair market value of such securities in the opinion of the Plan
Administrator.



     Cash dividends payable on the Qualifying Employer Securities shall be reinvested in
additional shares of such securities. In the event of any cash or stock dividend or any
stock split, such dividend or split shall be credited to the Accounts based on the number of
shares of Qualifying Employer Securities credited to each Account as of the payable date of
such dividend or split.



     All purchases of Qualifying Employer Securities shall be made at a price, or prices,
which, in the judgment of the Plan Administrator, do not exceed the fair market value of
such securities.



     In the event that the Trustee acquires Qualifying Employer Securities by purchase from
a “disqualified person” as defined in Code Section 4975(e)(2) or from a “party-in-interest”
as defined in ERISA Section 3(14), the terms of such purchase shall contain the provision
that in the event there is a final determination by the



			
	 	 	 
	RESTATEMENT MARCH 1, 2007
	50	ARTICLE IV (6-14161)
















 




Internal Revenue Service, the Department of Labor, or court of competent jurisdiction that the
fair market value of such securities as of the date of purchase was less than the purchase
price paid by the Trustee, then the seller shall pay or transfer, as the case may be, to the
Trustee an amount of cash or shares of Qualifying Employer Securities equal in value to the
difference between the purchase price and such fair market value for all such shares. In the
event that cash or shares of Qualifying Employer Securities are paid or transferred to the
Trustee under this provision, such securities shall be valued at their fair market value as of
the date of such purchase, and interest at a reasonable rate from the date of purchase to the
date of payment or transfer shall be paid by the seller on the amount of cash paid.



     The Plan Administrator may direct the Trustee to sell, resell, or otherwise dispose of
Qualifying Employer Securities to any person, including the Employer, provided that any such
sales to any disqualified person or party-in-interest, including the Employer, will be made
at not less than the fair market value and no commission will be charged. Any such sale shall
be made in conformance with ERISA Section 408(e).



     The Employer is responsible for compliance with any applicable Federal or state
securities law with respect to all aspects of the Plan. If the Qualifying Employer Securities
or interest in this Plan are required to be registered in order to permit investment in the
Qualifying Employer Securities Fund as provided in this section, then such investment will
not be effective until the later of the effective date of the Plan or the date such
registration or qualification is effective. The Employer, at its own expense, will take or
cause to be taken any and all such actions as may be necessary or appropriate to effect such
registration or qualification. Further, if the Trustee is directed to dispose of any
Qualifying Employer Securities held under the Plan under circumstances which require
registration or qualification of the securities under applicable Federal or state securities
laws, then the Employer will, at its own expense, take or cause to be taken any and all such
action as may be necessary or appropriate to effect such registration or qualification. The
Employer is responsible for all compliance requirements under Section 16 of the Securities
Act.




			
	 	 	 
	RESTATEMENT MARCH 1, 2007
	51	ARTICLE IV (6-14161)
















 





ARTICLE V




BENEFITS




SECTION 5.01—RETIREMENT BENEFITS.




     On a Participant’s Retirement Date, his Vested Account shall be distributed to him
according to the distribution of benefits provisions of Article VI and the provisions of the
SMALL AMOUNTS SECTION of Article X.



SECTION 5.02—DEATH BENEFITS.




     If a Participant dies before his Annuity Starting Date, his Vested Account shall be
distributed according to the distribution of benefits provisions of Article VI and the
provisions of the SMALL AMOUNTS SECTION of Article X.



SECTION 5.03—VESTED BENEFITS.




     If an Inactive Participant’s Vested Account is not payable under the SMALL AMOUNTS
SECTION of Article X, he may elect, but is not required, to receive a distribution of any
part of his Vested Account after he has a Severance from Employment. A distribution under
this paragraph shall be a retirement benefit and shall be distributed to the Participant
according to the distribution of benefits provisions of Article VI.



     A Participant may not elect to receive a distribution under the provisions of this
section after he again becomes an Employee until he subsequently has a Severance from
Employment and meets the requirements of this section.



     If an Inactive Participant does not receive an earlier distribution, upon his
Retirement Date or death, his Vested Account shall be distributed according to the
provisions of the RETIREMENT BENEFITS SECTION or the DEATH BENEFITS SECTION of this article.



     The Nonvested Account of an Inactive Participant who has had a Severance from
Employment shall remain a part of his Account until it becomes a Forfeiture. However, if he
again becomes an Employee so that his Vesting Percentage can increase, the Nonvested Account
may become a part of his Vested Account.



SECTION 5.04—WHEN BENEFITS START.





	 	(a)	 	Unless otherwise elected, benefits shall begin before the 60th
day following the close of the Plan Year in which the latest date below occurs:






	 	(1)	 	The date the Participant attains age 65 (or Normal Retirement Age, if earlier).
	 
	 	(2)	 	The 10th anniversary of the Participant’s Entry Date.
	 
	 	(3)	 	The date the Participant terminates service with the Employer.





			
	 	 	 
	RESTATEMENT MARCH 1, 2007
	52	ARTICLE V (6-14161)







 











 






Notwithstanding the foregoing, the failure of a Participant to consent to a
distribution while a benefit is immediately distributable, within the meaning of the
ELECTION PROCEDURES SECTION of Article VI, shall be deemed to be an election to defer
the start of benefits sufficient to satisfy this section.




The Participant may elect to have benefits begin after the latest date for beginning
benefits described above, subject to the following provisions of this section. The
Participant shall make the election in writing. Such election must be made before his
Normal Retirement Date or the date he has a Severance from Employment, if later. The
Participant shall not elect a date for beginning benefits or a form of distribution
that would result in a benefit payable when he dies which would be more than incidental
within the meaning of governmental regulations.




Benefits shall begin on an earlier date if otherwise provided in the Plan. For example,
the Participant’s Retirement Date or Required Beginning Date, as defined in the
DEFINITIONS SECTION of Article VII.




	 	(b)	 	The Participant’s Vested Account that results from Elective Deferral
Contributions and Qualified Nonelective Contributions may not be distributed earlier
than Severance from Employment (separation from service, for Plan Years beginning
before January 1, 2002), death, or disability. Such amount may also be distributed upon:






	 	(1)	 	Termination of the Plan, as permitted in Article VIII.
	 
	 	(2)	 	The attainment of age 59 1/2 as permitted in the WITHDRAWAL BENEFITS
SECTION of
this article or in the definition of Normal Retirement Date in the DEFINITIONS
SECTION of Article I.
	 
	 	(3)	 	The hardship of the Participant as permitted in the WITHDRAWAL BENEFITS
SECTION of
this article.
	 
	 	 	 	All distributions that may be made pursuant to one or more of the foregoing
distributable events will be a retirement benefit and shall be distributed to
the Participant according to the distribution of benefits provisions of Article
VI. In addition, distributions that are triggered by the termination of the Plan
must be made in a lump sum. A lump sum shall include a distribution of an
annuity contract.





SECTION 5.05—WITHDRAWAL BENEFITS.




     A Participant may withdraw any part of his Vested Account resulting from Rollover
Contributions. A Participant may make such a withdrawal at any time.



     A Participant who has attained age 59 1/2 may withdraw any part of his Vested Account that
results from the following Contributions:


Elective
Deferral Contributions 
Matching Contributions 
Discretionary
Contributions




			
	 	 	 
	RESTATEMENT MARCH 1, 2007
	53	ARTICLE V (6-14161)
















 




A Participant may make such a withdrawal at any time.




     A Participant may withdraw any part of his Vested Account that results from the following
Contributions:



     Elective Deferral Contributions


in the event of hardship due to an immediate and heavy financial need. Withdrawals from the
Participant’s Account resulting from Elective Deferral Contributions shall be limited to the
amount of the Participant’s Elective Deferral Contributions. The minimum amount of any hardship
withdrawal shall be $500.




     For Plan Years beginning on or after January 1, 2006, immediate and heavy financial need
shall be limited to: (i) expenses incurred or necessary for medical care that would be deductible
under Code Section 213(d) (determined without regard to whether the expenses exceed 7.5% of
adjusted gross income); (ii) the purchase (excluding mortgage payments) of a principal residence
for the Participant; (iii) payment of tuition, related educational fees, and room and board
expenses, for the next 12 months of post-secondary education for the Participant, his spouse,
children, or dependents (as defined in Code Section 152 without regard to Code Sections 152(b)(1),
(b)(2), and (d)(1)(B)); (iv) payments necessary to prevent the eviction of the Participant from,
or foreclosure on the mortgage of, the Participant’s principal residence; (v) payments for funeral
or burial expenses for the Participant’s deceased parent, spouse, child, or dependent (as defined
in Code Section 152 without regard to Code Section 152(d))1)(B)); (vi) expenses to repair damage
to the Participant’s principal residence that would qualify for a casualty loss deduction under
Code Section 165 (determined without regard to whether the loss exceeds 10% of adjusted gross
income); or (vii) any other distribution which is deemed by the Commissioner of Internal Revenue
to be made on account of immediate and heavy financial need as provided in Treasury regulations.



     For Plan Years beginning before January 1, 2006, immediate and heavy financial need shall be
limited to: (i) expenses incurred or necessary for medical care, described in Code Section 213(d),
of the Participant, the Participant’s spouse, or any dependents of the Participant (as defined in
Code Section 152, and for taxable years beginning on or after January 1, 2005, without regard to
Code Sections 152(b)(1), (b)(2), and (d)(1)(B)); (ii) the purchase (excluding mortgage payments)
of a principal residence for the Participant; (iii) payment of tuition, related educational fees,
and room and board expenses, for the next 12 months of post-secondary education for the
Participant, his spouse, children, or dependents (as defined in Code Section 152, and for taxable
years beginning on or after January 1, 2005, without regard to Code Sections 152(b)(1), (b)(2),
and (d)(1)(B)); (iv) the need to prevent the eviction of the Participant from, or foreclosure on
the mortgage of, the Participant’s principal residence; or (v) any other distribution which is
deemed by the Commissioner of Internal Revenue to be made on account of immediate and heavy
financial need as provided in Treasury regulations.



     No withdrawal shall be allowed which is not necessary to satisfy such immediate and heavy
financial need.



     For distributions after December 31, 2001, such withdrawal shall be deemed necessary only if
all of the following requirements are met: (i) the distribution is not in excess of the amount of
the immediate and heavy financial need (including amounts necessary to pay any Federal, state, or
local income taxes or penalties reasonably anticipated to result from the distribution); (ii) the
Participant has obtained all distributions, other than hardship distributions, and all nontaxable
loans currently available under all plans maintained by the Employer; and (iii) the Plan, and all
other plans maintained by the Employer, provide that the Participant’s elective contributions and
participant contributions will be suspended for at least six months after receipt of the



			
	 	 	 
	RESTATEMENT MARCH 1, 2007
	54	ARTICLE V (6-14161)






 









 




hardship distribution. The Plan will suspend elective contributions and participant contributions
for six months as provided in the preceding sentence. A Participant who receives a distribution of
elective deferrals in calendar year 2001 shall be prohibited from making elective deferrals and
participant contributions under this and all other plans of the Employer for six months after
receipt of the distribution or until January 1, 2002, if later.




     For distributions before January 1, 20O2, such withdrawal shall be deemed necessary only if
all of the following requirements are met: (i) the distribution is not in excess of the amount of
the immediate and heavy financial need (including amounts necessary to pay any Federal, state, or
local income taxes or penalties reasonably anticipated to result from the distribution); (ii) the
Participant has obtained all distributions, other than hardship distributions, and all nontaxable
loans currently available under all plans maintained by the Employer; (iii) the Plan, and all other
plans maintained by the Employer, provide that the Participant’s elective contributions and
participant contributions will be suspended for at least 12 months after receipt of the hardship
distribution; and (iv) the Plan, and all other plans maintained by the Employer, provide that the
Participant may not make elective contributions for the Participant’s taxable year immediately
following the taxable year of the hardship distribution in excess of the applicable limit under
Code Section 402(g) for such next taxable year less the amount of such Participant’s elective
contributions for the taxable year of the hardship distribution. The Plan will suspend elective
contributions and participant contributions for 12 months and limit elective deferrals as provided
in the preceding sentence.



     A Participant shall not cease to be an Eligible Participant, as defined in the EXCESS AMOUNTS
SECTION of Article III, merely because his elective contributions or participant contributions are
suspended.



     A request for withdrawal shall be made in such manner and in accordance with such rules as
the Employer will prescribe for this purpose {including by means of voice response or other
electronic means under circumstances the Employer permits). Withdrawals shall be a retirement
benefit and shall be distributed to the Participant according to the distribution of benefits
provisions of Article VI. A forfeiture shall not occur solely as a result of a withdrawal.



SECTION 5.06—LOANS TO PARTICIPANTS.




     Loans shall be made available to all Participants on a reasonably equivalent basis. For
purposes of this section, and unless otherwise specified. Participant means any Participant or
Beneficiary who is a party-in-interest as defined in ERISA. Loans shall not be made to Highly
Compensated Employees in an amount greater than the amount made available to other Participants.



     For loans made before January 1, 2002, no loans will be made to any shareholder-employee or
Owner-employee. For purposes of this requirement, a shareholder-employee means an employee or
officer of an electing small business (Subchapter S) corporation who owns (or is considered as
owning within the meaning of Code Section 318(a)(1)), on any day during the taxable year of such
corporation, more than 5 percent of the outstanding stock of the corporation.



     A loan to a Participant shall be a Participant-directed investment of his Account. The
portion of the Participant’s Account held in the Qualifying Employer Securities Fund may be
redeemed for purposes of a loan only after the amount held in other investment options has been
depleted. The loan is a Trust Fund investment but no Account other than the borrowing
Participant’s Account shall share in the interest paid on the loan or bear any expense or loss
incurred because of the loan.



			
	 	 	 
	RESTATEMENT MARCH 1, 2007
	55	ARTICLE V (6-14161)






 









 





     The number of outstanding loans shall be limited to one. No more than one loan shall be
approved for any Participant in any 12-month period. The minimum amount of any loan shall be
$1,000.



     Loans must be adequately secured and bear a reasonable rate of interest.



     The amount of the loan shall not exceed the maximum amount that may be treated as a loan under
Code Section 72(p) (rather than a distribution) to the Participant and shall be equal to the lesser
of (a) or (b) below:




	 	(a)	 	$50,000, reduced by the highest outstanding loan balance of loans during the
one-year period ending on the day before the new loan is made.
	 
	 	(b)	 	The greater of (1) or (2), reduced by (3) below:






	 	(1)	 	One-half of the Participant’s Vested Account.
	 
	 	(2)	 	$10,000.
	 
	 	(3)	 	Any outstanding loan balance on the date the new loan is made.




For purposes of this maximum, a Participant’s Vested Account does not include any accumulated
deductible employee contributions, as defined in Code Section 72(o)(5)(B), and all qualified
employer plans, as defined in Code Section 72(p)(4), of the Employer and any Controlled Group
member shall be treated as one plan.




     The foregoing notwithstanding, the amount of such loan shall not exceed 50 percent of the
amount of the Participant’s Vested Account, For purposes of this maximum, a Participant’s Vested
Account does not include any accumulated deductible employee contributions, as defined in Code
Section 72(o)(5)(B). No collateral other than a portion of the Participant’s Vested Account (as
limited above) shall be accepted.



     The Participant’s outstanding loan balance shall include any deemed distribution, along with
accrued interest, that has not been repaid (offset).



     Each loan shall bear a reasonable fixed rate of interest to be determined by the Loan
Administrator. In determining the interest rate, the Loan Administrator shall take into
consideration fixed interest rates currently being charged by commercial lenders for loans of
comparable risk on similar terms and for similar durations, so that the interest will provide for
a return commensurate with rates currently charged by commercial lenders for loans made under
similar circumstances. The Loan Administrator shall not discriminate among Participants in the
matter of interest rates; but loans granted at different times may bear different interest rates
in accordance with the current appropriate standards.



     The loan shall by its terms require that repayment (principal and interest) be amortized in
level payments, not less frequently than quarterly, over a period not extending beyond five years
from the date of the loan.



     The Participant shall make an application for a loan in such manner and in accordance with
such rules as the Employer shall prescribe for this purpose (including by means of voice response
or other electronic means under circumstances the Employer permits). The application must specify
the amount and duration requested.



			
	 	 	 
	RESTATEMENT MARCH 1, 2007
	56	ARTICLE V (6-14161)






 









 





     Information contained in the application for the loan concerning the income, liabilities, and
assets of the Participant will be evaluated to determine whether there is a reasonable expectation
that the Participant will be able to satisfy payments on the loan as due. Additionally, the Loan
Administrator will pursue any appropriate further investigations concerning the creditworthiness
and credit history of the Participant to determine whether a loan should be approved.



     Each loan shall be fully documented in the form of a promissory note signed by the
Participant for the face amount of the loan, together with interest determined as specified above.



     There will be an assignment of collateral to the Plan executed at the time the loan is made.



     In those cases where repayment through payroll deduction is available, installments are so
payable, and a payroll deduction agreement shall be executed by the Participant at the time the
loan is made. If the Participant has previously been treated as having received a deemed
distribution and the subsequent loan is being made before the deemed distribution, along with
accrued interest, has been repaid (or offset), a payroll deduction agreement shall be required for
loans made on or after January 1, 2004. If a payroll deduction
agreement is required because of a
previous deemed distribution and the Participant later revokes such agreement, the outstanding loan
balance at the time of the revocation shall be treated as a deemed distribution. Loan repayments
that are accumulated through payroll deduction shall be paid to the Trustee by the earlier of (i)
the date the loan repayments can reasonably be segregated from the Employer’s assets, or (ii) the
15th business day of the month following the month in which such amounts would otherwise have been
paid in cash to the Participant.



     Where payroll deduction is not available, payments in cash are to be timely made. Any payment
that is not by payroll deduction shall be made payable to the Employer or the Trustee, as
specified in the promissory note, and delivered to the Loan Administrator, including prepayments,
service fees and penalties, if any, and other amounts due under the note. The Loan Administrator
shall deposit such amounts into the Plan as soon as administratively practicable after they are
received, but in no event later than the 15th business day of the month after they are received.



     The promissory note may provide for reasonable late payment penalties and service fees. Any
penalties or service fees shall be applied to all Participants in a nondiscriminatory manner. If
the promissory note so provides, such amounts may be assessed and collected from the Account of
the Participant as part of the loan balance.



     Each loan may be paid prior to maturity, in part or in full, without penalty or service fee,
except as may be set out in the promissory note.



     The Plan shall suspend loan payments for a period not exceeding one year during which an
approved unpaid leave of absence occurs other than a military leave of absence. The Loan
Administrator shall provide the Participant a written explanation of the effect of the suspension
of payments upon his loan.



     If a Participant separates from service (or takes a leave of absence) from the Employer
because of service in the military and does not receive a distribution of his Vested Account, the
Plan shall suspend loan payments until the Participant’s completion of military service or until
the Participant’s fifth anniversary of commencement of military service, if earlier, as permitted
under Code Section 414(u). The Loan Administrator shall provide the Participant a written
explanation of the effect of his military service upon his loan.



			
	 	 	 
	RESTATEMENT MARCH 1, 2007
	57	ARTICLE V (6-14161)






57









 





     If any payment of principal and interest, or any portion thereof, remains unpaid for more than
90 days after due, the loan shall be in default. For purposes of Code Section 72(p), the
Participant shall then be treated as having received a deemed distribution regardless of whether or
not a distributable event has occurred.



     Upon default, the Plan has the right to pursue any remedy available by law to satisfy the
amount due, along with accrued interest, including the right to enforce its claim against the
security pledged and execute upon the collateral as allowed by law. The entire principal balance
whether or not otherwise then due, along with accrued interest, shall become immediately due and
payable without demand or notice, and subject to collection or satisfaction by any lawful means,
including specifically, but not limited to, the right to enforce the claim against the security
pledged and to execute upon the collateral as allowed by law.



     In the event of default, foreclosure on the note and attachment of security or use of amounts
pledged to satisfy the amount then due shall not occur until a distributable event occurs in
accordance with the Plan, and shall not occur to an extent greater than the amount then available
upon any distributable event which has occurred under the Plan.



     All reasonable costs and expenses, including but not limited to attorney’s fees, incurred by
the plan in connection with any default or in any proceeding to enforce any provision of a
promissory note or instrument by which a promissory note for a Participant loan is secured, shall
be assessed and collected from the Account of the Participant as part of the loan balance.



     If payroll deduction is being utilized, in the event that a Participant’s available payroll
deduction amounts in any given month are insufficient to satisfy the total amount due, there will
be an increase in the amount taken subsequently, sufficient to make up the amount that is then
due. If any amount remains past due more than 90 days, the entire principal amount, whether or not
otherwise then due, along with interest then accrued, shall become due and payable, as above.



     If no distributable event has occurred under the Plan at the time that the Participant’s
Vested Account would otherwise be used under this provision to pay any amount due under the
outstanding loan, this will not occur until the time, or in excess of the extent to which, a
distributable event occurs under the Plan. An outstanding loan will become due and payable in full
60 days after a Participant has a Severance from Employment and ceases to be a party-in-interest
as defined in ERISA or after complete termination of the Plan.



SECTION 5.07—DISTRIBUTIONS UNDER QUALIFIED DOMESTIC RELATIONS ORDERS.




     The Plan specifically permits distributions to an Alternate Payee under a qualified domestic
relations order as defined in Code Section 414(p), at any time, irrespective of whether the
Participant has attained his earliest retirement age, as defined in Code Section 414(p), under the
Plan. A distribution to an Alternate Payee before the Participant has attained his earliest
retirement age is available only if the order specifies that distribution shall be made prior to
the earliest retirement age or allows the Alternate Payee to elect a distribution prior to the
earliest retirement age.



     Nothing in this section shall permit a Participant to receive a distribution at a time
otherwise not permitted under the Plan nor shall it permit the Alternate Payee to receive a form
of payment not permitted under the Plan.



			
	 	 	 
	RESTATEMENT MARCH 1, 2007
	58	ARTICLE V (6-14161)






 









 





     The benefit payable to an Alternate Payee shall be subject to the provisions of the SMALL
AMOUNTS SECTION of Article X if the value of the benefit (disregarding the portion, if any, of the
benefit resulting from the Participant’s Rollover Contributions)
does not exceed $5,000.



     The Plan Administrator shall establish reasonable procedures to determine the qualified status
of a domestic relations order. Upon receiving a domestic relations order, the Plan Administrator
shall promptly notify the Participant and each Alternate Payee named in the order, in writing, of
the receipt of the order and the Plan’s procedures for determining the qualified status of the
order. Within a reasonable period of time after receiving the domestic relations order, the Plan
Administrator shall determine the qualified status of the order and shall notify the Participant
and each Alternate Payee, in writing, of its determination. The Plan Administrator shall provide
notice under this paragraph by mailing to the individual’s address specified in the domestic
relations order, or in a manner consistent with Department of Labor regulations. The Plan
Administrator may treat as qualified any domestic relations order entered before January 1, 1985,
irrespective of whether it satisfies all the requirements described in Code Section 414(p).



     If any portion of the Participant’s Vested Account is payable during the period the Plan
Administrator is making its determination of the qualified status of the domestic relations order,
a separate accounting shall be made of the amount payable. If the Plan Administrator determines
the order is a qualified domestic relations order within 18 months of the date amounts are first
payable following receipt of the order, the payable amounts shall be distributed in accordance
with the order. If the Plan Administrator does not make its determination of the qualified status
of the order within the 18-month determination period, the payable amounts shall be distributed in
the manner the Plan would distribute if the order did not exist and the order shall apply
prospectively if the Plan Administrator later determines the order is a qualified domestic
relations order.



     The Plan shall make payments or distributions required under this section by separate benefit
checks or other separate distribution to the Alternate Payee(s).



			
	 	 	 
	RESTATEMENT MARCH 1, 2007
	59	ARTICLE V (6-14161)






 









 





ARTICLE VI




DISTRIBUTION OF BENEFITS




SECTION 6.01—FORM OF DISTRIBUTION.





	 	(a)	 	Retirement Benefits. The only form of retirement benefit is a single sum payment.
	 
	 	(b)	 	Death Benefits. The only form of death benefit is a single
sum payment.





SECTION 6.02—ELECTION PROCEDURES.




     The Participant shall make any election under this section in writing. The Plan Administrator
may require such individual to complete and sign any necessary documents as to the provisions to be
made. Any election permitted under (a) and (b) below shall be subject to the qualified election
provisions of (c) below.




	 	(a)	 	Retirement Benefits. A Participant may elect to have retirement benefits
distributed.
	 
	 	(b)	 	Death Benefits A Participant may elect his Beneficiary.
	 
	 	(c)	 	Qualified Election. The Participant may make an election at any time
during the election period.
The Participant may revoke the election made (or make a new election) at any time and
any number of times during the election period. An election is effective only if it meets
the consent requirements below.






	 	(1)	 	Election Period for Retirement Benefits. The Participant may
make an election as to
	 
	 	 	 	retirement benefits at any time before the Annuity Starting Date.
	 
	 	(2)	 	Election Period for Death Benefits. A Participant may make an
election as to death benefits
	 
	 	 	 	at any time before he dies.
	 
	 	(3)	 	Consent to Election. If the Participant’s Vested Account
(disregarding the portion, if any,
of his Account resulting from Rollover Contributions) exceeds $5,000, any benefit
that is immediately distributable requires the consent of the Participant.
	 
	 	 	 	The consent of the Participant to a benefit that is immediately distributable
must not be made before the date the Participant is provided with the notice of
the ability to defer the distribution. Such consent shall be in writing.
	 
	 	 	 	The consent shall not be made more than 90 days before the Annuity Starting Date.
The consent of the Participant shall not be required to the extent that a
distribution is required to satisfy Code Section 401(a)(9) or 415.
	 
	 	 	 	In addition, upon termination of this Ran, if the Plan does not offer an annuity
option (purchased from a commercial provider), and if the Employer (or any entity
within the same Controlled Group) does not maintain another defined contribution
plan (other than an employee stock ownership plan as defined in Code Section
4975(e)(7)), the Participant’s





			
	 	 	 
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	60	ARTICLE VI (6-14161)






 









 






Account balance will, without the Participant’s consent, be distributed to the
Participant. However, if any entity within the same Controlled Group maintains
another defined contribution plan (other than an employee stock ownership plan as
defined in Code Section 4975(e)(7)) then the Participant’s Account will be
transferred, without the Participant’s consent, to the other plan if the
Participant does not consent to an immediate distribution.




A benefit is immediately distributable if any part of the benefit could be
distributed to the Participant before the Participant attains the older of Normal
Retirement Age or age 62.




Spousal consent is needed to name a Beneficiary other than the Participant’s
spouse. If the Participant names a Beneficiary other than his spouse, the spouse
has the right to limit consent only to a specific Beneficiary. The spouse can
relinquish such right. Such consent shall be in writing. The spouse’s consent
shall be witnessed by a plan representative or notary public. The spouse’s consent
must acknowledge the effect of the election, including that the spouse had the
right to limit consent only to a specific Beneficiary and that the relinquishment
of such right was voluntary. Unless the consent of the spouse expressly permits
designations by the Participant without a requirement of further consent by the
spouse, the spouse’s consent must be limited to the Beneficiary, class of
Beneficiaries, or contingent Beneficiary named in the election.




Spousal consent is not required, however, if the Participant establishes to the
satisfaction of the plan representative that the consent of the spouse cannot be
obtained because there is no spouse or the spouse cannot be located. A spouse’s
consent under this paragraph shall not be valid with respect to any other spouse.
A Participant may revoke a prior election without the consent of the spouse. Any
new election will require a new spousal consent, unless the consent of the spouse
expressly permits such election by the Participant without further consent by the
spouse. A spouse’s consent may be revoked at any time within the Participant’s
election period.



SECTION 6.03—NOTICE REQUIREMENTS.




     Right to Defer. The Plan Administrator shall furnish to the Participant a written
explanation of the right of the Participant to defer distribution until the benefit is no longer
immediately distributable.



     The Plan Administrator shall furnish the written explanation by a method reasonably
calculated to reach the attention of the Participant no less than 30 days, and no more than 90
days, before the Annuity Starting Date.



     However, distribution may begin less than 30 days after the notice described in this
subparagraph is given, provided the Plan Administrator clearly informs the Participant that he has
a right to a period of at least 30 days after receiving the notice to consider the decision of
whether or not to elect a distribution, and the Participant, after receiving the notice,
affirmatively elects a distribution.



			
	 	 	 
	RESTATEMENT MARCH 1, 2007
	61	ARTICLE VI (6-14161)






 









 





ARTICLE VII




REQUIRED MINIMUM DISTRIBUTIONS




SECTION 7.01—APPLICATION.




     The optional forms of distribution are only those provided in Article VI. An optional form of
distribution shall not be permitted unless it meets the requirements of this article. The timing of
any distribution must meet the requirements of this article. Unless otherwise specified, the
provisions of this article apply to calendar years beginning after
December 31, 2002.



SECTION 7.02—DEFINITIONS.





For
purposes of this article, the following terms are defined:




Designated Beneficiary means the individual who is designated by the Participant (or the
Participant’s surviving spouse) as the Beneficiary of the Participant’s interest under the
Plan and who is the designated beneficiary under Code
Section 401(a)(9) and section
1.401(a)(9)-4 of the regulations.




Distribution Calendar Year means 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 that 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 (b)(2) of the REQUIRED MINIMUM DISTRIBUTIONS SECTION of this article.
The required minimum distribution for the Participant’s first Distribution Calendar Year will
be made on or before the Participant’s Required Beginning Date. The required minimum
distribution for other Distribution Calendar Years, including the required minimum
distribution for the Distribution Calendar Year in which the Participant’s Required Beginning
Date occurs, will be made on or before December 31 of that Distribution Calendar Year.




5-percent Owner means a Participant who is treated as a 5-percent Owner for purposes of this
article. A Participant is treated as a 5-percent Owner for purposes of this article if such
Participant is a 5-percent owner as defined in Code Section 416 at any time during the Plan
Year ending with or within the calendar year in which such owner attains age 70 1/2.




Once distributions have begun to a 5-percent Owner under this article, they must continue to
be distributed, even if the Participant ceases to be a 5-percent Owner in a subsequent year.




Life Expectancy means life expectancy as computed by use of the Single Life Table in Q&A-1
in section 1.401(a)(9)-9 of the regulations.




Participant’s Account Balance means 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 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



			
	 	 	 
	RESTATEMENT MARCH 1, 2007
	62	ARTICLE VII (6-14161)






 









 






any amounts rolled over or transferred to the Ran either in the valuation calendar year or in
the Distribution Calendar Year if distributed or transferred in the valuation calendar year.




Required Beginning Date means, for a Participant who is a 5-percent Owner, April 1 of the
calendar year following the calendar year in which he attains age 70 1/2.




Required Beginning Date means, for any Participant who is not a 5-percent Owner, April 1 of
the calendar year following the later of the calendar year in which he attains age 70 1/2 or
the calendar year in which he retires.




The preretirement age 70 1/2 distribution option is only eliminated with respect to
Participants who reach age 70 1/2 in or after a calendar year that begins after the later of
December 31, 1998, or the adoption date of the amendment which eliminated such option. The
preretirement age 70 1/2 distribution option is an optional form of benefit under which
benefits payable in a particular distribution form (including any modifications that may be
elected after benefits begin) begin at a time during the period that begins on or after
January 1 of the calendar year in which the Participant attains age 70 1/2 and ends April 1 of
the immediately following calendar year.




The options available for Participants who are not 5-percent Owners and attained age 70 1/2 in
calendar years before the calendar year that begins after the later of December 31, 1998, or
the adoption date of the amendment which eliminated the preretirement age 70 1/2 distribution
option shall be the following. Any such Participant attaining age 70 1/2 in years after 1995
may elect by April 1 of the calendar year following the calendar year in which he attained age
70 1/2 (or by December 31, 1997 in the case of a Participant attaining age 70 1/2 in 1996) to
defer distributions until April 1 of the calendar year following the calendar year in which he
retires. Any such Participant attaining age 70 1/2 in years prior to 1997 may elect to stop
distributions that are not purchased annuities and recommence by April 1 of the calendar year
following the calendar year in which he retires. There shall be a new Annuity Starting Date
upon recommencement.



SECTION 7.03—REQUIRED MINIMUM DISTRIBUTIONS.





	 	(a)	 	General Rules.






	 	(1)	 	The requirements of this article shall apply to any distribution of a
Participant’s interest
and will take precedence over any inconsistent provisions of this Plan.
	 
	 	(2)	 	All distributions required under this article shall be determined and
made in accordance
with the regulations under Code Section 401(a)(9) and the minimum
distribution incidental benefit requirement of Code Section 401(a)(9)(G).






	 	(b)	 	Time and Manner of Distribution.






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





			
	 	 	 
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	63	ARTICLE VII (6-14161)






 









 






	 	(i)	 	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 calender 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, except to the
extent that an election is made to receive distributions in accordance with
the 5-year rule. Under the 5-year rule, the Participant’s entire interest
will be distributed to the Designated Beneficiary by December 31 of the
calendar year containing the fifth anniversary of the Participant’s death.
	 
	 	(ii)	 	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, except to the
extent that an election is made to receive distributions in accordance with
the 5-year rule. Under the 5-year rule, the Participant’s entire interest
will be distributed to the Designated Beneficiary by December 31 of the
calendar year containing the fifth anniversary of the Participant’s death.
	 
	 	(iii)	 	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.
	 
	 	(iv)	 	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 are required to
begin, this (b)(2), other than (b)(2)(i), will apply as if the surviving
spouse were the Participant.






For purposes of this (b)(2) and (d) below, unless (b)(2)(iv) above applies,
distributions are considered to begin on the Participant’s Required Beginning
Date. If (b)(2)(iv) above applies, distributions are considered to begin on the
date distributions are required to begin to the surviving spouse under (b)(2)(i)
above. If distributions under an annuity purchased from an insurance company
irrevocably commence to the Participant before the Participant’s Required
Beginning Date (or to the Participant’s surviving spouse before the date
distributions are required to begin to the surviving spouse under (b)(2)(i)
above), the date distributions are considered to begin is the date distributions
actually commence.




	 	(3)	 	Forms of Distribution. Unless the Participant’s interest is
distributed in the form of an annuity purchased from an insurance company or in a
single sum on or before the Required Beginning Date, as of the first Distribution
Calendar Year distributions will be made in accordance with (c) and (d) below. If
the Participant’s interest is distributed in the form of an annuity purchased from
an insurance company, distributions thereunder will be made in accordance with the
requirements of Code Section 401(a)(9) and the regulations thereunder.





			
	 	 	 
	RESTATEMENT MARCH 1, 2007
	64	ARTICLE VII (6-14161)






 









 






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






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






	 	(i)	 	the quotient obtained by dividing the Participant’s
Account Balance by the distribution period in the Uniform Lifetime Table set
forth in Q&A-2 in section 1.401(a)(9)-9 of the regulations, using the
Participant’s age as of the Participant’s birthday in the Distribution
Calendar Year; or
	 
	 	(ii)	 	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 Q&A-3 in section 1.401(a)(9)-9 of
the 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 (c) beginning with
the first Distribution Calendar Year and continuing 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.






	 	(i)	 	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 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:






	 	A.	 	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.
	 
	 	B.	 	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.





			
	 	 	 
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	65	ARTICLE VII (6-14161)
















 






	 	C.	 	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.






	 	(ii)	 	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.






	 	(i)	 	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 (d)(1) above,
except to the extent that an election is made to receive
distributions in accordance with the 5-year rule. Under the
5-year rule, the Participant’s entire interest will be
distributed to the Designated Beneficiary by December 31 of the
calendar year containing the fifth anniversary of the
Participant’s death.
	 
	 	(ii)	 	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.
	 
	 	(iii)	 	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 (b)(2)(i)
above, this (d)(2) will apply as if the surviving spouse were
the Participant.





     SECTION 7.04— TRANSITION RULES.



     To the extent the Plan was effective before 2003, required minimum distributions
were made pursuant to (a) and (b) below:




	 	(a)	 	2000 and Before. Required minimum distributions for
calendar years after 1984 and before 2001 were made in accordance with
Code Section 401(a)(9) and the proposed regulations thereunder published
in the Federal Register on July 27, 1987 (the 1987 Proposed Regulations).





			
	 	 	 
	RESTATEMENT MARCH 1, 2007
	66	ARTICLE VII (6-14161)






 









 






	 	(b)	 	2001 and 2002. Required minimum distributions for calendar years 2001 and
2002 were made pursuant to the proposed regulations under Code Section 401 (a)(9)
published in the Federal Register on January 17, 2001 (the 2001 Proposed Regulations).
Distributions were made in 2001 under the 1987 Proposed Regulations prior to June 14,
2001, and the special transition rule in Announcement 2001-82, 2001-2 C.8. 123, applied.





			
	 	 	 
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	67	ARTICLE VII (6-14161)
















 





ARTICLE
VIII




TERMINATION OF THE PLAN




     The Employer expects to continue the Plan indefinitely but reserves the right to terminate
the Plan in whole or in part at any time upon giving written notice to all parties concerned.
Complete discontinuance of Contributions constitutes complete termination of the Plan.



     The Account of each Participant shall be 100% vested and nonforfeitable as of the effective
date of complete termination of the Plan. The Account of each Participant who is included in the
group of Participants deemed to be affected by the partial termination of the Plan shall be 100%
vested and nonforfeitable as of the effective date of the partial termination of the Plan, The
Participant’s Vested Account shall continue to participate in the earnings credited, expenses
charged, and any appreciation or depreciation of the Investment Fund until his Vested Account is
distributed.



     A Participant’s Vested Account that does not result from the Contributions listed below may be
distributed to the Participant after the effective date of the complete termination of the Plan:


Elective Deferral Contributions

Qualified Nonelective Contributions



A Participant’s Vested Account resulting from such Contributions may be distributed upon complete
termination of the Plan, but only if neither the Employer nor any Controlled Group member
maintain another defined contribution plan (other than an employee stock ownership plan as
defined in Code Section 4975(e)(7) or 409(a), a simplified employee pension plan as defined in
Code Section 408(k), a SIMPLE IRA plan as defined in Code Section 408(p), a plan or contract that
satisfies the requirements of Code Section 403(b), or a plan described in Code Section 457(b) or
(f)) at any time during the period beginning on the date of complete termination of the Plan and
ending 12 months after all assets have been distributed from the Plan. Such distribution is made
in a lump sum. A distribution under this article shall be a retirement benefit and shall be
distributed to the Participant according to the provisions of Article VI.




     The Participant’s entire Vested Account shall be paid in a single sum to the Participant as
of the effective date of complete termination of the Plan if (i) the requirements for distribution
of Elective Deferral Contributions in the above paragraph are met and (ii) consent of the
Participant is not required in the ELECTION PROCEDURES SECTION of Article VI to distribute a
benefit that is immediately distributable. This is a small amounts payment. The small amounts
payment is in full settlement of all benefits otherwise payable.



     Upon complete termination of the Plan, no more Employees shall become Participants and no
more Contributions shall be made.



     The assets of this Plan shall not be paid to the Employer at any time, except that, after the
satisfaction of all liabilities under the Plan, any assets remaining may be paid to the Employer,
The payment may not be made if it would contravene any provision of law.



			
	 	 	 
	RESTATEMENT MARCH 1, 2007
	68	ARTICLE VIII (6-14161)







 











 





ARTICLE IX




ADMINISTRATION OF THE PLAN




SECTION 9.01—ADMINISTRATION.




     Subject to the provisions of this article, the Plan Administrator has complete control of the
administration of the Plan. The Plan Administrator has all the powers necessary for it to properly
carry out its administrative duties. Not in limitation, but in amplification of the foregoing, the
Plan Administrator has complete discretion to construe or interpret the provisions of the Plan,
including ambiguous provisions, if any, and to determine all questions that may arise under the
Plan, including all questions relating to the eligibility of Employees to participate in the Plan
and the amount of benefit to which any Participant or Beneficiary may become entitled. The Plan
Administrator’s decisions upon all matters within the scope of its authority shall be final.



     Unless otherwise set out in the Plan or Annuity Contract, the Plan Administrator may delegate
recordkeeping and other duties which are necessary to assist it with the administration of the Plan
to any person or firm which agrees to accept such duties. The Plan Administrator shall be entitled
to rely upon all tables, valuations, certificates and reports furnished by the consultant or
actuary appointed by the Plan Administrator and upon all opinions given by any counsel selected or
approved by the Plan Administrator.



     The Plan Administrator shall receive ell claims for benefits by Participants, former
Participants and Beneficiaries. The Plan Administrator shall determine all facts necessary to
establish the right of any Claimant to benefits and the amount of those benefits under the
provisions of the Plan. The Plan Administrator may establish rules and procedures to be followed by
Claimants in filing claims for benefits, in furnishing and verifying proofs necessary to determine
age, and in any other matters required to administer the Plan.



SECTION 9.02—EXPENSES.




     Expenses of the Plan, to the extent that the Employer does not pay such expenses, may be
paid out of the assets of the Plan provided that such payment is consistent with ERISA. Such
expenses include, but are not limited to, expenses for bonding required by ERISA; expenses for
recordkeeping and other administrative services; fees and expenses of the Trustee or Annuity
Contract; expenses for investment education service; and direct costs that the Employer incurs
with respect to the Plan. Expenses that relate solely to a specific Participant or Alternate
Payee may be assessed against such Participant or Alternate Payee as provided in the service and
expense agreement or such other documents duly entered into by or with regard to the Plan that
govern such matters.



SECTION 9.03—RECORDS.




     All acts and determinations of the Plan Administrator shall be duly recorded. All these
records, together with other documents necessary for the administration of the Plan, shall be
preserved in the Plan Administrator’s custody.



     Writing (handwriting, typing, printing), photostating, photographing, microfilming, magnetic
impulse, mechanical or electrical recording, or other forms of data compilation shall be
acceptable means of keeping records.



			
	 	 	 
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	69	ARTICLE IX (6-14161)






 









 





SECTION 9.04—INFORMATION AVAILABLE.




     Any Participant in the Plan or any Beneficiary may examine copies of the Plan description,
latest annual report, any bargaining agreement, this Plan, the Annuity Contract, or any other
instrument under which the Plan was established or is operated. The Plan Administrator shall
maintain all of the items listed in this section in its office, or in such other place or places
as it may designate in order to comply with governmental regulations. These items may be examined
during reasonable business hours. Upon the written request of a Participant or Beneficiary
receiving benefits under the Plan, the Plan Administrator shall furnish him with a copy of any of
these items. The Plan Administrator may make a reasonable charge to the requesting person for the
copy.



SECTION 9.05—CLAIM PROCEDURES.




     A Claimant must submit any necessary forms and needed information when making a claim for
benefits under the Plan.



     If a claim for benefits under the Plan is wholly or partially denied, the Plan Administrator
shall provide adequate written notice to the Claimant whose claim for benefits under the Plan has
been denied. The notice must be furnished within 90 days of the date that the claim is received by
the Plan without regard to whether all of the information necessary to make a benefit determination
is received. The Claimant shall be notified in writing within this initial 90-day period if special
circumstances require an extension of the time needed to process the claim. The notice shall
indicate the special circumstances requiring an extension of time and the date by which the Plan
Administrator’s decision is expected to be rendered. In no event shall such extension exceed a
period of 90 days from the end of the initial 90-day period.



     The Plan Administrator’s notice to the Claimant shall: (i) specify the reason or reasons for
the denial; (ii) reference the specific Plan provisions on which the denial is based; (iii)
describe any additional material and information needed for the Claimant to perfect his claim for
benefits; (iv) explain why the material and information is needed; and (v) inform the Claimant of
the Plan’s appeal procedures and the time limits applicable to such procedures, including a
statement of the Claimant’s right to bring a civil action under ERISA section 502(a) following an
adverse benefit determination on appeal.



     Any appeal made by a Claimant must be made in writing to the Plan Administrator within 60 days
after receipt of the Plan Administrator’s notice of denial of benefits. If the Claimant appeals to
the Plan Administrator, the Claimant may submit written comments, documents, records, and other
information relating to the claim for benefits. The Claimant shall be provided, upon request and
free of charge, reasonable access to, and copies of, all documents, records, and other information
relevant to the Claimant’s claim for benefits. The Plan Administrator shall review the claim taking
into account all comments, documents, records, and other information submitted by the Claimant
relating to the claim, without regard to whether such information was submitted or considered in
the initial benefit determination.



     The Plan Administrator shall provide adequate written notice to the Claimant of the Plan’s
benefit determination on review. The notice must be furnished within 60 days of the date that the
request for review is received by the Plan without regard to whether all of the information
necessary to make a benefit determination on review is received. The Claimant shall be notified in
writing within this initial 60-day period if special circumstances require an extension of the
time needed to process the claim. The notice shall indicate the special circumstances requiring an
extension of time and the date by which the Plan Administrator expects



			
	 	 	 
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to render the determination on review. In no event shall such extension exceed a period of 60
days from the end of the initial 60-day period.




     In the event the benefit determination is being made by a committee or board of trustees that
hold regularly scheduled meetings at least quarterly, the above paragraph shall not apply. The
benefit determination must be made by the date of the meeting of the committee or board that
immediately follows the Plan’s receipt of a request for review, unless the request for review is
filed within 30 days preceding the date of such meeting. In such case, the benefit determination
must be made by the date of the second meeting following the Plan’s receipt of the request for
review. The date of the receipt of the request for review shall be determined without regard to
whether all of the information necessary to make a benefit determination on review is received. The
Claimant shall be notified in writing within this initial period if special circumstances require
an extension of the time needed to process the claim. The notice shall indicate the special
circumstances requiring an extension of time and the date by which the committee or board expects
to render the determination on review. In no event shall such benefit determination be made later
than the third meeting of the committee or board following the Plan’s receipt of the request for
review. The Plan Administrator shall provide adequate written notice to the Claimant of the Plan’s
benefit determination on review as soon as possible, but not later than five days after the benefit
determination is made.



     If the claim for benefits is wholly or partially denied on review, the Plan Administrator’s
notice to the Claimant shall: (i) specify the reason or reasons for the denial; (ii) reference the
specific Plan provisions on which the denial is based; (iii) include a statement that the Claimant
is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all
documents, records, and other information relevant to the Claimant’s claim for benefits; and (iv)
include a statement of the Claimant’s right to bring a civil action under ERISA section 502(a).



     A Claimant may authorize a representative to act on the Claimant’s behalf with respect to a
benefit claim or appeal of an adverse benefit determination. Such authorization shall be made by
completion of a form furnished for that purpose. In the absence of any contrary direction from the
Claimant, all information and notifications to which the Claimant is entitled shall be directed to
the authorized representative.



     The Plan Administrator shall perform periodic examinations, reviews, or audits of benefit
claims to determine whether claims determinations are made in accordance with the governing Plan
documents and, where appropriate, Plan provisions have been consistently applied with respect to
similarly situated Claimants.



SECTION 9.06—DELEGATION OF AUTHORITY.




     All or any part of the administrative duties and responsibilities under this article may be
delegated by the Plan Administrator to a retirement committee. The duties and responsibilities of
the retirement committee shall be set out in a separate written agreement.



SECTION 9.07—EXERCISE OF DISCRETIONARY AUTHORITY.




     The Employer, Plan Administrator, and any other person or entity who has authority with
respect to the management, administration, or investment of the Plan may exercise that authority
in its/his full discretion, subject only to the duties imposed under ERISA. This discretionary
authority includes, but is not limited to, the authority to make any and all factual
determinations and interpret all terms and provisions of the Plan documents relevant to the issue
under consideration. The exercise of authority will be binding upon all



			
	 	 	 
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persons; will be given deference in all courts of law to the greatest extent allowed under
law; and will not be overturned or set aside by any court of law unless found to be arbitrary and
capricious or made in bad faith.




SECTION 9.08—TRANSACTION PROCESSING.




     Transactions (including, but not limited to, investment directions, trades, loans, and
distributions) shall be processed as soon as administratively practicable after proper directions
are received from the Participant or other parties. No guarantee is made by the Plan, Plan
Administrator, Trustee, Insurer, or Employer that such transactions will be processed on a daily or
other basis, and no guarantee is made in any respect regarding the processing time of such
transactions.



     Notwithstanding any other provision of the Plan, the Employer, the Plan Administrator, or the
Trustee reserve the right to not value an investment option on any given Valuation Date for any
reason deemed appropriate by the Employer, the Plan Administrator, or the Trustee.



     Administrative practicality will be determined by legitimate business factors (including, but
not limited to, failure of systems or computer programs, failure of the means of the transmission
of data, force majeure, the failure of a service provider to timely receive values or prices, and
correction for errors or omissions or the errors or omissions of any service provider) and in no
event will be deemed to be less than 14 days. The processing date of a transaction shall be binding
for all purposes of the Plan and considered the applicable Valuation Date for any transaction.



SECTION 9.09—VOTING AND TENDER OF QUALIFYING EMPLOYER SECURITIES.




     Voting rights with respect to Qualifying Employer Securities will be passed through to
Participants. Participants will be allowed to direct the voting rights of Qualifying Employer
Securities for any matter put to the vote of shareholders. Before each meeting of shareholders,
the Employer shall cause to be sent to each person with power to control such voting rights a
copy of any notice and any other information provided to shareholders and, if applicable, a form
for instructing the Trustee how to vote at such meeting (or any adjournment thereof) the number
of full and fractional shares subject to such person’s voting control. The Trustee may establish
a deadline in advance of the meeting by which such forms must be received in order to be
effective.



     Each Participant shall be entitled to one vote for each share credited to his Account.



     If some or all of the Participants have not directed or have not timely directed the Trustee
on how to vote, then the Trustee shall vote such Qualifying Employer Securities in the same
proportion as those shares of Qualifying Employer Securities for which the Trustee has received
proper direction for such matter.



     Tender rights or exchange offers tor Qualifying Employer Securities will be passed through to
Participants. As soon as practicable after the commencement of a tender or exchange offer for
Qualifying Employer Securities, the Employer shall cause each person with power to control the
response to such tender or exchange offer to be advised in writing the terms of the offer and, if
applicable, to be provided with a form for instructing the Trustee, or for revoking such
instruction, to tender or exchange shares of Qualifying Employer Securities, to the extent
permitted under the terms of such offer. In advising such persons of the terms of the offer, the
Employer may include statements from the board of directors setting forth its position with
respect to the offer.



			
	 	 	 
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     If some or all of the Participants have not directed or have not timely directed the Trustee
on how to tender, then the Trustee shall tender such Qualifying Employer Securities in the same
proportion as those shares of Qualifying Employer Securities for which the Trustee has received
proper direction for such matter.



     If the tender or exchange offer is limited so that all of the shares that the Trustee has
been directed to tender or exchange cannot be sold or exchanged, the shares that each Participant
directed to be tendered or exchanged shall be deemed to have been sold or exchanged in the same
ratio that the number of shares actually sold or exchanged bears to the total number of shares
that the Trustee was directed to tender or exchange.



     The Trustee shall hold the Participant’s individual directions with respect to voting rights
or tender decisions in confidence and, except as required by law, shall not divulge or release such
individual directions to anyone associated with the Employer. The Employer may require
verification of the Trustee’s compliance with the directions received from Participants by any
independent auditor selected by the Employer, provided that such auditor agrees to maintain the
confidentiality of such individual directions.



     The Employer may develop procedures to facilitate the exercise of votes or tender rights,
such as the use of facsimile transmissions for the Participants located in physically remote
areas.



			
	 	 	 
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ARTICLE X




GENERAL PROVISIONS




SECTION 10.01—AMENDMENTS.




     The Employer may amend this Plan at any time, including any remedial retroactive changes
(within the time specified by Internal Revenue Service regulations), to comply with any law or
regulation issued by any governmental agency to which the Plan is subject.



     An amendment may not diminish or adversely affect any accrued interest or benefit of
Participants or their Beneficiaries nor allow reversion or diversion of Plan assets to the
Employer at any time, except as may be required to comply with any law or regulation issued by any
governmental agency to which the Plan is subject.



     No amendment to this Plan shall be effective to the extent that it has the effect of
decreasing a Participant’s accrued benefit. However, a Participant’s Account may be reduced to the
extent permitted under Code Section 412(c)(8). For purposes of this paragraph, a Plan amendment
that has the effect of decreasing a Participant’s Account with respect to benefits attributable to
service before the amendment shall be treated as reducing an accrued benefit. Furthermore, if the
vesting schedule of the Plan is amended, in the case of an Employee who is a Participant as of the
later of the date such amendment is adopted or the date it becomes effective, the nonforfeitable
percentage (determined as of such date) of such Employee’s right to his employer-derived accrued
benefit shall not be less than his percentage computed under the Plan without regard to such
amendment.



     No amendment to the Plan shall be effective to eliminate or restrict an optional form of
benefit with respect to benefits attributable to service before the amendment except as provided
in the MERGERS AND DIRECT TRANSFERS SECTION of this article and below:




	 	(a)	 	The Plan is amended to eliminate or restrict the ability of a Participant to
receive payment of his Account balance under a particular optional form of benefit and
the amendment provides a single sum distribution form that is otherwise identical to
the optional form of benefit eliminated or restricted. A single sum distribution form
is otherwise identical only if it is identical in all respects to the eliminated or
restricted optional form of benefit (or would be identical except that it provides
greater rights to the Participant) except with respect to the timing of payments after
commencement.
	 
	 	(b)	 	The Plan is amended to eliminate or restrict in-kind distributions and the
conditions in Q&A-2(b)(2)(iii) in section 1.411(d)-4 of the regulations are met.





     If, as a result of an amendment, an Employer Contribution is removed that is not 100%
immediately vested when made, the applicable vesting schedule shall remain in effect after the
date of such amendment. The Participant shall not become immediately 100% vested in such
Contributions as a result of the elimination of such Contribution except as otherwise specifically
provided in the Plan.



     An amendment shall not decrease a Participant’s vested interest in the Plan. If an amendment
to the Plan, or a deemed amendment in the case of a change in
top-heavy status of the Plan as provided in the MODIFICATION OF VESTING REQUIREMENTS SECTION of Article XI, changes
the computation of the



			
	 	 	 
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percentage used to determine that portion of a Participant’s Account attributable to Employer
Contributions which is nonforfeitable (whether directly or indirectly), each Participant or former
Participant





	 	(c)	 	who has completed at least three Years of Service on the date the election period
described below ends (five Years of Service if the Participant does not have at least one
Hour of Service in a Plan Year beginning after December 31, 1988) and
	 
	 	(d)	 	whose nonforfeitable percentage will be determined on any date after the date of the
change




may elect, during the election period, to have the nonforfeitable percentage of his Account that
results from Employer Contributions determined without regard to the amendment. This election may
not be revoked. If after the Plan is changed, the Participant’s nonforfeitable percentage will at
all times be as great as it would have been if the change had not been made, no election needs to
be provided. The election period shall begin no later than the date the Plan amendment is
adopted, or deemed adopted in the case of a change in the top-heavy status of the Plan, and end no
earlier than the 60th day after the latest of the date the amendment is adopted (deemed adopted) or
becomes effective, or the date the Participant is issued written notice of the amendment (deemed
amendment) by the Employer or the Plan Administrator.




SECTION 10.02—DIRECT ROLLOVERS.




     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 Administrator, to have any portion of an Eligible Rollover Distribution
paid directly to an Eligible Retirement Plan specified by the Distributee in a Direct Rollover.



     In the event of a mandatory distribution of an Eligible Rollover Distribution greater than
$1,000 in accordance with the SMALL AMOUNTS SECTION of this article (or which is a small amounts
payment under Article VIII at complete termination of the Plan), if the Participant does not elect
to have such distribution paid directly to an Eligible Retirement Plan specified by the
Participant in a Direct Rollover or to receive the distribution directly, the Plan Administrator
will pay the distribution in a Direct Rollover to an individual retirement plan designated by the
Plan Administrator.



     In the event of any other Eligible Rollover Distribution to a Distributee in accordance with
the SMALL AMOUNTS SECTION of this article (or which is a small amounts payment under Article VIII
at complete termination of the Plan), if the Distributee does not elect to have such distribution
paid directly to an Eligible Retirement Plan specified by the Distributee in a Direct Rollover or
to receive the distribution directly, the Plan Administrator will pay the distribution to the
Distributee.



     A mandatory distribution is a distribution to a Participant that is made without the
Participant’s consent and is made to the Participant before he attains the older of age 62 or his
Normal Retirement Age.



SECTION 10.03—MERGERS AND DIRECT TRANSFERS.




     The Plan may not be merged or consolidated with, nor have its assets or liabilities
transferred to, any other retirement plan, unless each Participant in this Plan would (if that
plan then terminated) receive a benefit immediately after the merger, consolidation, or transfer
which is equal to or greater than the benefit the Participant would have been entitled to receive
immediately before the merger, consolidation, or transfer (if this Plan had then terminated).
The Employer may enter into merger agreements or direct transfer of assets



			
	 	 	 
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	75	ARTICLE X (6-14161)






 









 




agreements with the employers under other retirement plans which are qualifiable under Code Section
401(a), including an elective transfer, and may accept the direct transfer of plan assets, or may
transfer plan assets, as a party to any such agreement. The Employer shall not consent to, or be a
party to a merger, consolidation, or transfer of assets with a plan which is subject to the
survivor annuity requirements of Code Section 401(a)(11) if such action would result in a survivor
annuity feature being maintained under this Plan. The Employer will not transfer any amounts
attributable to elective deferral contributions, qualified matching contributions, and qualified
nonelective contributions unless the transferee plan provides that the limitations of section
1.401(k)-1(d) of the regulations shall apply to such amounts (including post-transfer earnings
thereon), unless the amounts could have been distributed at the time of the transfer (other than
for hardship), and the transfer is an elective transfer described in Q&A-3(b)(1) in section
1.411(d)-4 of the regulations.




     Notwithstanding any provision of the Plan to the contrary, to the extent any optional form
of benefit under the Plan permits a distribution prior to the Employee’s retirement, death,
disability, or Severance from Employment, and prior to plan termination, the optional form of
benefit is not available with respect to benefits attributable to assets (including the
post-transfer earnings thereon) and liabilities that are transferred, within the meaning of Code
Section 414(I), to this Plan from a money purchase pension plan qualified under Code Section
401(a) (other than any portion of those assets and liabilities attributable to voluntary employee
contributions). The limitations of section 1.401 (k)- 1(d) of the regulations applicable to
elective deferral contributions, qualified matching contributions, and qualified nonelective
contributions shall continue to apply to any amounts attributable to such contributions
(including post-transfer earnings thereon) transferred to this Plan, unless the amounts could
have been distributed at the time of the transfer (other than for hardship), and the transfer is
an elective transfer described in Q&A-3(b)(1) in section 1.411(d)-4 of the regulations.



     The Plan may accept a direct transfer of plan assets on behalf of an Eligible Employee. If the
Eligible Employee is not an Active Participant when the transfer is made, the Eligible Employee
shall be deemed to be an Active Participant only for the purpose of investment and distribution of
the transferred assets. Employer Contributions shall not be made for or allocated to the Eligible
Employee, until the time he meets all of the requirements to become an Active Participant.



     The Plan shall hold, administer, and distribute the transferred assets as a part of the Plan.
The Plan shall maintain a separate account for the benefit of the Employee on whose behalf the Plan
accepted the transfer in order to reflect the value of the transferred assets.



     Unless a transfer of assets to the Plan is an elective transfer as described below, the Plan
shall apply the optional forms of benefit protections described in the AMENDMENTS SECTION of this
article to all transferred assets.



     A Participant’s protected benefits may be eliminated upon transfer between qualified defined
contribution plans if the conditions in Q&A-3(b)(1) in section 1.411(d)-4 of the regulations are
met. The transfer must meet all of the other applicable qualification requirements.



     A Participant’s protected benefits may be eliminated upon transfer between qualified plans
(both defined benefit and defined contribution) if the conditions in
Q&A-3(c)(1) in section 1.411
(d)-4 of the regulations are met. Beginning January 1, 2002, if the Participant is eligible to
receive an immediate distribution of his entire nonforfeitable accrued benefit in a single sum
distribution that would consist entirely of an eligible rollover distribution under Code Section
401(a)(31), such transfer will be accomplished as a direct rollover under Code Section 401(a)(31).
The rules applicable to distributions under the plan would apply to the transfer, but the



			
	 	 	 
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transfer would not be treated as a distribution for purposes of the minimum distribution
requirements of Code Section 401(a)(9).




SECTION 10.04—PROVISIONS RELATING TO THE INSURER AND OTHER PARTIES.




     The obligations of an Insurer shall be governed solely by the provisions of the Annuity
Contract. The Insurer shall not be required to perform any act not provided in or contrary to the
provisions of the Annuity Contract, Each Annuity Contract when purchased shall comply with the
Plan. See the CONSTRUCTION SECTION of this article.



     Any issuer or distributor of investment contracts or securities is governed solely by the
terms of its policies, written investment contract, prospectuses, security instruments, and any
other written agreements entered into with the Trustee with regard to such investment contracts
or securities.



     Such Insurer, issuer or distributor is not a party to the Plan, nor bound in any way by the
Plan provisions. Such parties shall not be required to look to the terms of this Plan, nor to
determine whether the Employer, the Plan Administrator, the Trustee, or the Named Fiduciary have
the authority to act in any particular manner or to make any contract or agreement.



     Until notice of any amendment or termination of this Plan or a change in Trustee has been
received by the Insurer at its home office or an issuer or distributor at their principal address,
they are and shall be fully protected in assuming that the Plan has not been amended or terminated
and in dealing with any party acting as Trustee according to the latest information which they have
received at their home office or principal address.



SECTION 10.05—EMPLOYMENT STATUS.




     Nothing contained in this Plan gives an Employee the right to be retained in the Employer’s
employ or to interfere with the Employer’s right to discharge any Employee.



SECTION 10.06—RIGHTS TO PLAN ASSETS.




     An Employee shall not have any right to or interest in any assets of the Plan upon
termination of employment or otherwise except as specifically provided under this Plan, and then
only to the extent of the benefits payable to such Employee according to the Plan provisions.



     Any final payment or distribution to a Participant or his legal representative or to any
Beneficiaries of such Participant under the Plan provisions shall be in full satisfaction of all
claims against the Plan, the Named Fiduciary, the Plan Administrator, the Insurer, the Trustee, and
the Employer arising under or by virtue of the Plan.



SECTION 10.07—BENEFICIARY.




     Each Participant may name a Beneficiary to receive any death benefit that may arise out of his
participation in the Plan. The Participant may change his Beneficiary from time to time. Unless a
qualified election has been made, for purposes of distributing any death benefits before the
Participant’s Retirement Date, the Beneficiary of a Participant who has a spouse shall be the
Participant’s spouse. The Participant’s



			
	 	 	 
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Beneficiary designation and any change of Beneficiary shall be subject to the provisions of the
ELECTION PROCEDURES SECTION of Article VI.




     It is the responsibility of the Participant to give written notice to the Plan Administrator
of the name of the Beneficiary on a form furnished for that purpose. The Plan Administrator shall
maintain records of Beneficiary designations for Participants before their Retirement Dates.
However, the Plan Administrator may delegate to another party the responsibility of maintaining
records of Beneficiary designations. In that event, the written designations made by Participants
shall be filed with such other party. If a party other than the Insurer maintains the records of
Beneficiary designations and a Participant dies before his Retirement Date, such other party shall
certify to the Insurer the Beneficiary designation on its records for the Participant.



     If there is no Beneficiary named or surviving when a Participant dies, the Participant’s
Beneficiary shall be the Participant’s surviving spouse, or where there is no surviving spouse,
the executor or administrator of the Participant’s estate.



SECTION 10.08—NONALIENATION OF BENEFITS.




     Benefits payable under the Plan are not subject to the claims of any creditor of Bny
Participant, Beneficiary or spouse. A Participant, Beneficiary or spouse does not have any rights
to alienate, anticipate, commute, pledge, encumber, or assign such benefits, except in the case of
a loan as provided in the LOANS TO PARTICIPANTS SECTION of Article V. The preceding sentences shall
also apply to the creation, assignment, or recognition of a right to any benefit payable with
respect to a Participant according to a domestic relations order, unless such order is determined
by the Plan Administrator to be a qualified domestic relations order, as defined in Code Section
414(p), or any domestic relations order entered before January 1, 1985. The preceding sentences
shall not apply to any offset of a Participant’s benefits provided under the Plan against an amount
the Participant is required to pay the Plan with respect to a judgment, order, or decree issued, or
a settlement entered into, on or after August 5, 1997, which meets the requirements of Code
Sections 401(a)(13)(C) or (D).



SECTION 10.09—CONSTRUCTION.




     The validity of the Plan or any of its provisions is determined under and construed according
to Federal law and, to the extent permissible, according to the laws of the state in which the
Employer has its principal office. In case any provision of this Plan is held illegal or invalid
for any reason, such determination shall not affect the remaining provisions of this Plan, and the
Plan shall be construed and enforced as if the illegal or invalid provision had never been
included.



     In the event of any conflict between the provisions of the Plan and the terms of any Annuity
Contract issued hereunder, the provisions of the Plan control.



SECTION 10.10—LEGAL ACTIONS.




     No person employed by the Employer; no Participant, former Participant, or their
Beneficiaries; nor any other person having or claiming to have an interest in the Plan is entitled
to any notice of process. A final judgment entered in any such action or proceeding shall be
binding and conclusive on all persons having or claiming to have an interest in the Plan.



			
	 	 	 
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SECTION 10.11—SMALL AMOUNTS.




     If consent of the Participant is not required for a benefit that is immediately distributable
in the ELECTION PROCEDURES SECTION of Article VI, a Participant’s entire Vested Account shall be
paid in a single sum as of the earliest of his Retirement Date, the date he dies, or the date he
has a Severance from Employment for any other reason (the date the Employer provides notice to the
record keeper of the Plan of such event, if later). For purposes of this section, if the
Participant’s Vested Account is zero, the Participant shall be deemed to have received a
distribution of such Vested Account. If a Participant would have received a distribution under the
first sentence of this paragraph but for the fact that the Participant’s consent was needed to
distribute a benefit which is immediately distributable, and if at a later time consent would not
be needed to distribute a benefit that is immediately distributable and such Participant has not
again become an Employee, such Vested Account shall be paid in a single sum. This is a small
amounts payment.



     If a small amounts payment is made as of the date the Participant dies, the small amounts
payment shall be made to the Participant’s Beneficiary. If a small amounts payment is made while
the Participant is living, the small amounts payment shall be made to the Participant. The small
amounts payment is in full settlement of all benefits otherwise payable.



     No other small amounts payments shall be made.



SECTION 10.12—WORD USAGE.




     The masculine gender, where used in this Plan, shall include the feminine gender and the
singular words, where used in this Plan, shall include the plural, unless the context indicates
otherwise.



     The words “in writing” and “written,” where used in this Plan, shall include any other forms,
such as voice response or other electronic system, as permitted by any governmental agency to
which the Plan is subject.



SECTION 10.13—CHANGE IN SERVICE METHOD.





	(a)	 	Change of Service Method Under This Plan If this Plan is amended to
change the method of crediting service from the elapsed time method to the hours method
for any purpose under this Ran, the Employee’s service shall be equal to the sum of
(1), (2), and (3) below:






	 	(1)	 	The number of whole years of service credited to the Employee under
the Plan as of the date the change is effective.
	 
	 	(2)	 	One year of service for the computation period in which the change is
effective if he is credited with the required number of Hours of Service. For that
portion of the computation period ending on the date of the change (for the first
day of the computation period if the change is made on the first day of the
computation period), the Employee will be credited with the greater of (i) his
actual Hours of Service or (ii) the number of Hours of Service that is equivalent
to the fractional part of a year of elapsed time service credited as of the date
of the change, if any. In determining the equivalent Hours of Service, the
Employee shall be credited with 190 Hours of Service for each month and any
fractional part of a month in





			
	 	 	 
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	 	 	 	such fractional part of a year. The number of months and any fractional part of a
month shall be determined by multiplying the fractional part of a year, expressed
as a decimal, by 12. For the remaining portion of the computation period (the
period beginning on the second day of the computation period and ending on the
last day of the computation period if the change is made on the first day of the
computation period), the Employee will be credited with his actual Hours of
Service.
	 
	 	(3)	 	The Employee’s service determined under this Plan using the hours
method after the end of the computation period in which the change in service method was effective.






If this Plan is amended to change the method of crediting service from the hours method
to the elapsed time method for any purpose under this Plan, the Employee’s service shall
be equal to the sum of (4), (5), and (6) below:




	 	(4)	 	The number of whole years of service credited to the Employee under
the Plan as of the beginning of the computation period in which the change in
service method is effective.
	 
	 	(5)	 	The greater of (i) the service that would be credited to the Employee
for that entire computation period using the elapsed time method or (ii) the
service credited to him under the Plan as of the date the change is effective.
	 
	 	(6)	 	The Employee’s service determined under this Plan using the elapsed
time method after the end of the applicable computation period in which the change
in service method was effective.






	(b)	 	Transfers Between Plans with Different Service Methods. If an Employee has been a participant in another plan of the Employer that credited service
under the elapsed time method for any purpose that under this Plan is determined using
the hours method, then the Employee’s service shall be equal to the sum of (1), (2), and
(3) below:






	 	(1)	 	The number of whole years of service credited to the Employee under
the other plan as of the date he became an Eligible Employee under this Plan.
	 
	 	(2)	 	One year of service for the applicable computation period in which he
became an Eligible Employee if he is credited with the required number of Hours of
Service. For that portion of such computation period ending on the date he became
an Eligible Employee (for the first day of such computation period if he became an
Eligible Employee on the first day of such computation period), the Employee will
be credited with the greater of (i) his actual Hours of Service or (ii) the number
of Hours of Service that is equivalent to the fractional part of a year of elapsed
time service credited as of the date he became an Eligible Employee, if any. In
determining the equivalent Hours of Service, the Employee shall be credited with
190 Hours of Service for each month and any fractional part of a month in such
fractional part of a year. The number of months and any fractional part of a month
shall be determined by multiplying the fractional part of a year, expressed as a
decimal, by 12. For the remaining portion of such computation period (the period
beginning on the second day of such computation period and ending on the last day
of such computation period if he became an Eligible Employee on the first day of
such computation period), the Employee will be credited with his actual Hours of
Service.





			
	 	 	 
	RESTATEMENT MARCH 1, 2007
	80	ARTICLE X (6-14161)






 









 






	 	(3)	 	The Employee’s service determined under this Plan using the hours method
after the end of the computation period in which he became an Eligible Employee.






     If an Employee has been a participant in another plan of the Employer that credited
service under the hours method for any purpose that under this Plan is determined using
the elapsed time method, then the Employee’s service shall be equal to the sum of (4),
(5), and (6) below:




	 	(4)	 	The number of whole years of service credited to the Employee under
the other plan as of the beginning of the computation period under that plan in
which he became an Eligible Employee under this Plan.
	 
	 	(5)	 	The greater of (i) the service that would be credited to the Employee
for that entire computation period using the elapsed time method or (ii) the
service credited to him under the other plan as of the date he became an Eligible
Employee under this Plan.
	 
	 	(6)	 	The Employee’s service determined under this Plan using the elapsed
time method after the end of the applicable computation period under the other
plan in which he became an Eligible Employee.





     If an Employee has been a participant in a Controlled Group member’s plan that credited
service under a different method than is used in this Plan, in order to determine entry and
vesting, the provisions in (b) above shall apply as though the Controlled Group member’s plan was a
plan of the Employer.



     Any modification of service contained in this Plan shall be applicable to the service
determined pursuant to this section.



SECTION 10.14—MILITARY SERVICE.




     Notwithstanding any provision of this Plan to the contrary, the Plan shall provide
contributions, benefits, and service credit with respect to qualified military service in
accordance with Code Section 414(u). Loan repayments shall be suspended under this Plan as
permitted under Code Section 414(u).



			
	 	 	 
	RESTATEMENT MARCH 1, 2007
	81	ARTICLE X (6-14161)






 









 





ARTICLE XI




TOP-HEAVY PLAN REQUIREMENTS




SECTION 11.01 —APPLICATION.




     The provisions of this article shall supersede all other provisions in the Plan to the
contrary. The provisions of this article shall apply for purposes of determining whether the Plan
is a Top-heavy Plan for Plan Years beginning after December 31, 2001, and whether the Plan
satisfies the minimum benefit requirements of Code Section 416(c) for such years.



     For the purpose of applying the Top-heavy Plan requirements of this article, all members of
the Controlled Group shall be treated as one Employer. The term Employer, as used in this article,
shall be deemed to include all members of the Controlled Group, unless the term as used clearly
indicates only the Employer is meant.



     The accrued benefit or account of a participant that results from deductible employee
contributions shall not be included for any purpose under this article.



     The minimum vesting and contribution provisions of the MODIFICATION OF VESTING REQUIREMENTS
and MODIFICATION OF CONTRIBUTIONS SECTIONS of this article shall not apply to any Employee who is
included in a group of Employees covered by a collective bargaining agreement which the Secretary
of Labor finds to be a collective bargaining agreement between employee representatives and one or
more employers, including the Employer, if there is evidence that retirement benefits were the
subject of good faith bargaining between such representatives. For this purpose, the term “employee
representatives” does not include any organization more than half of whose members are employees
who are owners, officers, or executives.



SECTION 11.02—DEFINITIONS.




     For purposes of this article the following terms are defined:



     Aggregation Group means:




	 	(a)	 	each of the Employer’s qualified plans in which a Key Employee is a participant
during the Plan Year containing the Determination Date (regardless of whether the plans
have terminated) or one of the four preceding Plan Years,
	 
	 	(b)	 	each of the Employer’s other qualified plans which allows the plan(s) described
in (a) above to meet the nondiscrimination requirement of Code Section 401(a)(4) or the
minimum coverage requirement of Code Section 410, and
	 
	 	(c)	 	any of the Employer’s other qualified plans not included in (a) or (b) above
which the Employer desires to include as part of the Aggregation Group. Such a
qualified plan shall be included only if the Aggregation Group would continue to
satisfy the requirements of Code Sections 401(a)(4) and 410.





			
	 	 	 
	RESTATEMENT MARCH 1, 2007
	82	ARTICLE XI (6-14161)






 









 




The plans in (a) and (b) above constitute the “required” Aggregation Group. The plans in (a),
(b), and (c) above constitute the “permissive” Aggregation Group.



Compensation means compensation as defined in the CONTRIBUTION LIMITATION SECTION of Article
III.



Determination Date means as to any plan, for any plan year subsequent to the first plan year,
the last day of the preceding plan year. For the first plan year of the plan, the
Determination Date is the last day of that year.



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 is:





	(a)	 	an officer of the Employer having an annual Compensation greater than $130,000 (as
adjusted under Code Section 416(i)(1) for Plan Years beginning after December 31, 2002),
	 
	(b)	 	a 5-percent owner of the Employer, or
	 
	(c)	 	a 1-percent owner of the Employer having an annual Compensation of more than
$150,000.




The determination of who is a Key Employee shall be made according to Code Section 416(i)(1)
and the applicable regulations and other guidance of general applicability issued thereunder.



Nonkey Employee means any Employee who is not a Key Employee.



Top-heavy Plan means a plan that is top-heavy for any plan year. This Plan shall be top-heavy
if any of the following conditions exist:





	(a)	 	The Top-heavy Ratio for this Plan exceeds 60 percent and this Plan is not part of
any required Aggregation Group or permissive Aggregation Group.
	 
	(b)	 	This Plan is a part of a required Aggregation Group, but not part of a permissive
Aggregation Group, and the Top-heavy Ratio for the required Aggregation Group exceeds 60
percent.
	 
	(c)	 	This Plan is a part of a required Aggregation Group and part of a permissive
Aggregation Group and the Top-heavy Ratio for the permissive Aggregation Group exceeds
60 percent.




Top-heavy Ratio means:





	(a)	 	If the Employer maintains one or more defined contribution plans (including any
simplified employee pension plan) and the Employer has not maintained any defined benefit
plan which during the five-year period ending on the Determination Date(s) has or has had
accrued benefits, the Top-heavy Ratio for this Plan alone or for the required or
permissive Aggregation Group, as appropriate, is a fraction, the numerator of which is
the sum of the account balances of all Key Employees as of the Determination Date(s)
(including any part of any account balance distributed in the one-year period ending on
the Determination Date(s) and distributions under a terminated plan which if it had not
been terminated would have been required to be included in the Aggregation Group), and
the denominator of which is the sum of all account balances (including





			
	 	 	 
	RESTATEMENT MARCH 1, 2007
	83	ARTICLE XI (6-14161)






 









 






	 	 	any part of any account balance distributed in the one-year period ending on the
Determination Date(s) and distributions under a terminated plan which if it had not
been terminated would have been required to be included in the Aggregation Group), both
computed in accordance with Code Section 416 and the regulations thereunder. In the
case of a distribution made for a reason other than Severance from Employment, death,
or disability, this provision shall be applied by substituting “five-year period” for
“one-year period.” Both the numerator and denominator of the Top-heavy Ratio are
increased to reflect any contribution not actually made as of the Determination Date,
but which is required to be taken into account on that date under Code Section 416 and
the regulations thereunder.
	 
	(b)	 	If the Employer maintains one or more defined contribution plans (including any
simplified employee pension plan) and the Employer maintains or has maintained one or
more defined benefit plans which during the five-year period ending on the Determination
Date(s) has or has had accrued benefits, the Top-heavy Ratio for any required or
permissive Aggregation Group, as appropriate, is a fraction, the numerator of which is
the sum of the account balances under the aggregated defined contribution plan or plans
of all Key Employees determined in accordance with (a) above, and the present value of
accrued benefits under the aggregated defined benefit plan or plans for all Key Employees
as of the Determination Date(s), and the denominator of which is the sum of the account
balances under the aggregated defined contribution plan or plans for all participants,
determined in accordance with (a) above, and the present value of accrued benefits under
the defined benefit plan or plans for all participants as of the Determination Date(s),
all determined in accordance with Code Section 416 and the regulations thereunder. The
accrued benefits under a defined benefit plan in both the numerator and denominator of
the Top-heavy Ratio are increased for any distribution of an accrued benefit made in the
one-year period ending on the Determination Date (and distributions under a terminated
plan which if it had not been terminated would have been required to be included in the
Aggregation Group). In the case of a distribution made for a reason other than Severance
from Employment, death, or disability, this provision shall be applied by substituting
“five-year period” for “one-year period.”
	 
	(c)	 	For purposes of (a) and (b) above, the value of account balances and the present
value of accrued benefits will be determined as of the most recent Valuation Date that
falls within or ends with the 12-month period ending on the Determination Date, except
as provided in Code Section 416 and the regulations thereunder for the first and second
plan years of a defined benefit plan. The account balances and accrued benefits of a
participant (i) who is not a Key Employee but who was a Key Employee in a prior year or
(ii) who has not been credited with at least one hour of service with any employer
maintaining the plan at any time during the one-year period ending on the Determination
Date will be disregarded. The calculation of the Top-heavy Ratio and the extent to which
distributions, rollovers, and transfers are taken into account will be made in
accordance with Code Section 416 and the regulations thereunder. Deductible employee
contributions will not be taken into account for purposes of computing the Top-heavy
Ratio. When aggregating plans, the value of account balances and accrued benefits will
be calculated with reference to the Determination Dates that fall within the same
calendar year.
	 
	 	 	The accrued benefit of a participant other than a Key Employee shall be determined
under (i) the method, if any, that uniformly applies for accrual purposes under all
defined benefit plans maintained by the Employer, or (ii) if there is no such method,
as if such benefit accrued not more rapidly than the slowest accrual rate permitted
under the fractional rule of Code Section 411(b)(1)(C).





			
	 	 	 
	RESTATEMENT MARCH 1, 2007
	84	ARTICLE XI (6-14161)






 









 





SECTION 11.03—MODIFICATION OF VESTING REQUIREMENTS.




     If a Participant’s Vesting Percentage determined under Article I is not at least as great as
his Vesting Percentage would be if it were determined under a schedule permitted in Code Section
416, the following shall apply. During any Plan Year in which the Plan is a Top-heavy Plan, the
Participant’s Vesting Percentage shall be the greater of the Vesting Percentage determined under
Article I or the schedule below.



	 	 	 
	VESTING SERVICE	 	NONFORFEITABLE
	(whole years)	 	PERCENTAGE
	Less than 2
	 	0
	2
	 	20
	3
	 	40
	4
	 	60
	5
	 	80
	6 or more
	 	100






     The schedule above shall not apply to Participants who are not credited with an Hour of
Service after the Plan first becomes a Top-heavy Plan. The Vesting Percentage determined above
applies to the portion of the Participant’s Account that is multiplied by a Vesting Percentage to
determine his Vested Account, including benefits accrued before the effective date of Code Section
416 and benefits accrued before this Plan became a Top-heavy Plan.



     If, in a later Plan Year, this Plan is not a Top-heavy Plan, a Participant’s Vesting
Percentage shall be determined under Article I. A Participant’s Vesting Percentage determined
under either Article I or the schedule above shall never be reduced and the election procedures of
the AMENDMENTS SECTION of Article X shall apply when changing to or from the schedule as though
the automatic change were the result of an amendment.



     The part of the Participant’s Vested Account resulting from the minimum contributions
required pursuant to the MODIFICATION OF CONTRIBUTIONS SECTION of this article (to the extent
required to be nonforfeitable under Code Section 416(b)) may not be forfeited under Code Section
411(a)(3)(B) or (D).



SECTION 11.04—MODIFICATION OF CONTRIBUTIONS.




     During any Plan Year in which this Plan is a Top-heavy Plan, the Employer shall make a minimum
contribution as of the last day of the Plan Year for each Nonkey Employee who is an Employee on the
last day of the Plan Year and who was an Active Participant at any time during the Plan Year. A
Nonkey Employee is not required to have a minimum number of Hours of Service or minimum amount of
Compensation in order to be entitled to this minimum. A Nonkey Employee who fails to be an Active
Participant merely because his Compensation is less than a stated amount or merely because of a
failure to make mandatory participant contributions or, in the case of a cash or deferred
arrangement, elective contributions shall be treated as if he were an Active Participant. The
minimum is the lesser of (a) or (b) below:




	 	(a)	 	3 percent of such person’s Compensation for such Plan Year.





			
	RESTATEMENT MARCH 1, 2007
	85	ARTICLE XI (6-14161)






 









 






	 	(b)  	 	The “highest percentage” of Compensation for such Plan Year at which the Employer’s
Contributions are made for or allocated to any Key Employee. The highest percentage
shall be
determined by dividing the Employer Contributions made for or allocated to each Key
Employee
during the Plan Year by the amount of his Compensation for such Plan Year, and
selecting the
greatest quotient (expressed as a percentage). To determine the highest percentage, all
of the
Employer’s defined contribution plans within the Aggregation Group shall be treated as
one plan.
The minimum shall be the amount in (a) above if this Plan and a defined benefit plan of
the
Employer are required to be included in the Aggregation Group and this Plan enables the
defined
benefit plan to meet the requirements of Code Section 401(a)(4) or 410.





     For purposes of (a) and lb) above, Compensation shall be limited by Code Section 401(a)(17).



     If the Employer’s contributions and allocations otherwise required under the defined
contribution plan(s) are at least equal to the minimum above, no additional contribution shall be
required. If the Employer’s total contributions and allocations are less than the minimum above,
the Employer shall contribute the difference for the Plan Year.



     The minimum contribution applies to all of the Employer’s defined contribution plans in the
aggregate which are Top-heavy Plans. A minimum contribution under a profit sharing plan shall be
made without regard to whether or not the Employer has profits.



     If a person who is otherwise entitled to a minimum contribution above is also covered under
another defined contribution plan of the Employer’s which is a Top-heavy Plan during that same
Plan Year, any additional contribution required to meet the minimum above shall be provided in
this Plan.



     If a person who is otherwise entitled to a minimum contribution above is also covered under a
defined benefit plan of the Employer’s that is a Top-heavy Plan during that same Plan Year, the
minimum benefits for him shall not be duplicated. The defined benefit plan shall provide an annual
benefit for him on, or adjusted to, a straight life basis equal to the lesser of:




	 	(c)	 	2 percent of his average compensation multiplied by his years of service, or
	 
	 	(d)	 	20 percent of his average compensation.




Average compensation and years of service shall have the meaning set forth in such defined benefit
plan for this purpose.




     For purposes of this section, any employer contribution made according to a salary reduction
or similar arrangement shall not apply in determining if the minimum contribution requirement has
been met, but shall apply in determining the minimum contribution required. Matching contributions,
as defined in Code Section 401(m), shall be taken into account for purposes of satisfying the
minimum contribution requirements of Code Section 416(c)(2) and the Plan. Matching contributions
that are used to satisfy the minimum contribution requirements shall be treated as matching
contributions for purposes of the actual contribution percentage test and other requirements of
Code Section 401(m).



     The requirements of this section shall be met without regard to any Social Security contribution.



			
	 	 	 
	RESTATEMENT MARCH 1, 2007
	86	ARTICLE XI (6-14161)






 









 







     By executing this Plan, the Primary Employer acknowledges having counseled to the extent
necessary with selected legal and tax advisors regarding the Plan’s legal and tax implications.



     Executed
this 1st
day of March, 2007.



	 	 	 
	 

	 	SANDRIDGE ENERGY, INC.
	 
	 	 
	 

	 	By:   
	 

	 	SR. VP — Human Resources
	 

	 	Title
	 

	 	Defined Contribution Plan CL2005






     The Adopting Employer must agree to participate in or adopt the Plan in writing. If this has
not already been done, it may be done by signing below.



	 	 	 
	 

	 	ALSATE MANAGEMENT & INVESTMENT

COMPANY
	 
	 	 
	 

	 	By:

	 

	 	SR. VP, Legal
	 

	 	Title
	 

	 	3-1-07
	 

	 	Date






			
	 	 	 
	RESTATEMENT MARCH 1, 2007
	87	PLAN EXECUTION (6-14161)

	 
	 	Subtype 110217
















 





	 	 	 	 
	 

	 	LARIAT SERVICES, lNC.	 
	 
	 	 	 
	 

	 	By: 	 
	 

	 	Matthew Mclann SR. VP, Legal	 
	 

	 	Title	 
	 

	 	3-1-07	 
	 

	 	Date	 






	 	 	 	 
	 

	 	RIAGRA LAND & CATTLE COMPANY	 
	 
	 	 	 
	 

	 	By: 	 
	 

	 	Matthew Mclann SR. VP, Legal	 
	 

	 	Title	 
	 

	 	3-1-07	 
	 

	 	Date	 






	 	 	 	 
	 

	 	TRANSPECOS LOGGING, LLC	 
	 
	 	 	 
	 

	 	By: 	 
	 

	 	Matthew Mclann SR. VP, Legal	 
	 

	 	Title	 
	 

	 	3-1-07	 
	 

	 	Date	 






			
	 	 	 
	RESTATEMENT MARCH 1, 2007
	88	PLAN EXECUTION (6-14161)

Subtype 110217






 









 





	 	 	 	 
	 

	 	INTEGRA ENERGY, LLC	 
	 
	 	 	 
	 

	 	By: 	 
	 

	 	Matthew Mclann SR. VP, Legal	 
	 

	 	Title	 
	 

	 	3-1-07

Date	 






	 	 	 	 
	 

	 	RIATA ENERGY OPERATING, LLC	 
	 
	 	 	 
	 

	 	By: 	 
	 

	 	Matthew Mclann SR. VP, Legal	 
	 

	 	Title	 
	 

	 	3-1-07	 
	 

	 	Date	 






	 	 	 	 
	 

	 	CHAPARRAL SUPPLY, LLC	 
	 
	 	 	 
	 

	 	By: 	 
	 

	 	Matthew Mclann SR. VP, Legal	 
	 

	 	Title	 
	 

	 	3-1-07	 
	 

	 	Date	 






	 	 	 
	 	 	 
	RESTATEMENT MARCH 1, 2007
	89	PLAN EXECUTION (6-14161)

	 	 	Subtype 110217






 









 





	 	 	 
	 

	 	TLW INVESTMENTS, INC.
	 
	 	 
	 

	 	By:
	 

	 	Chairman and CEO
	 

	 	Title
	 

	 	3-1-07
	 

	 	Date






	 	 	 
	 

	 	PETROSOURCE INC.
	 
	 	 
	 

	 	By:
	 

	 	Metthew
Mclann SR. VP, Legal
	 

	 	Title
	 

	 	3-1-07
	 

	 	Date






			
	 	 	 
	RESTATEMENT MARCH 1, 2007
	90	PLAN EXECUTION (6-14161)
	 
	 	Subtype 110217