EX-4.7



 Exhibit 4.7 

Agrium U.S. Retail 

401(k) Savings Plan 

Effective January 1, 2014 







 INTRODUCTION 

Effective as of April 1, 1985 (the “Effective Date”), Western Farm Service, Inc. (the “Company”) adopted the Western Farm Service,
Inc. Employee 401(k) Savings Plan and Trust (the “Prior Plan”). The Prior Plan was restated effective January 1, 1997 to comply with provisions of GATT, USERRA, SBJPA and TRA ‘97 (“GUST”). The amended and restated plan
is referred to as the “Plan.” 
 Effective June 30, 2000 (the “Merger Date”), all account balances held in the Crop Production
Services, Inc. Employee 401(k) Savings Plan and Trust (the “Crop Production 401(k) Plan”) were transferred to the Plan and the Crop Production 401(k) Plan was merged into the Plan; the Plan is the surviving plan. Each Participant who had
an account balance under the Crop Production 401(k) Plan as of the day before the Merger Date shall be entitled to all of the subsidies and forms of benefit that are protected by Code § 411(d)(6) with respect to the Participant’s account
balance under the Crop Production 401(k) Plan and the Plan shall be so construed and administered. The terms of the Plan apply to all Participants who perform at least one Hour of Service for an Employer or an Affiliated Employer on or after
June 30, 2000. Effective as of June 30, 2000, the name of the Plan was changed to the Agrium U.S. Retail 401(k) Savings Plan. Effective as of December 31, 2008, the UAP Retirement Income Savings Plan was merged into the Plan.
Effective January 1, 2009, the Company became part of Crop Production Services, Inc. 
 The Company amended and restated the Plan effective
January 1, 2008 to incorporate changes required by the Economic Growth and Tax Relief Reconciliation Act of 2001 (“EGTRRA”), the final Treasury regulations under Code § 401(a)(9), and the provisions of other interim amendments.
The Company wishes to amend and restate the Plan effective January 1, 2014. The provisions of this amended and restated Plan supersede the provisions of the Plan for all Participants who performed at least one Hour of Service for an Employer or
an Affiliated Employer on and after the Effective Date of this Restatement and for all persons claiming through, under or against such Participants. With respect to Participants who ceased to be employed, by retirement or otherwise, by an Employer
or Affiliated Employer prior to the Effective Date of this Restatement, the provisions of the Plan in effect at the time of such cessation of employment shall govern the benefits of such Participants and all persons claiming through, under or
against such Participants. The preceding sentence shall not apply to the extent that applying any prior provisions would violate any applicable law, would result in disqualification of this Plan or would require inconsistent administrative
practices, in which case the provisions of this amended and restated Plan shall apply. 
 The provisions of this amendment and restatement of the Plan are
subject to a determination by the Internal Revenue Service that the Plan remains “qualified” under Code §401(a). It is further intended that the Plan also conform to the applicable requirements of Title I of ERISA. 








 Table of Contents 

 


							
	 	  	 	  	Page	 
	 ARTICLE 1
	  	DEFINITIONS	  	 	1	 
			
	 ARTICLE 2
	  	SERVICE COUNTING RULES	  	 	10	 
			
	 2.1
	  	Hours of Service — General Rule	  	 	10	 
	 2.2
	  	Eligibility Service	  	 	10	 
	 2.3
	  	Vesting Service	  	 	11	 
	 2.4
	  	Service — General Rule	  	 	11	 
	 2.5
	  	Qualified Military Service	  	 	11	 
	 2.6
	  	Prior Service	  	 	12	 
	 2.7
	  	Service For Participants Transferred from the Royster-Clark, Inc. Employee Savings and Investment Plan and Trust (the “RC Plan”)	  	 	12	 
			
	 ARTICLE 3
	  	ELIGIBILITY	  	 	13	 
			
	 3.1
	  	Eligibility	  	 	13	 
	 3.2
	  	Eligibility Upon Reemployment	  	 	13	 
	 3.3
	  	Notification of Eligibility to Participate and Entry into Plan	  	 	13	 
	 3.4
	  	Transfers and Change in Status	  	 	13	 
			
	 ARTICLE 4
	  	PRETAX, AFTER-TAX, ROLLOVER AND TRANSFER CONTRIBUTIONS	  	 	14	 
			
	 4.1
	  	Pretax Contributions	  	 	14	 
	 4.2
	  	After-tax Contributions	  	 	15	 
	 4.3
	  	Catch-up Contributions	  	 	15	 
	 4.4
	  	Change of Contribution Level	  	 	15	 
	 4.5
	  	Suspension of Contributions	  	 	15	 
	 4.6
	  	Manner of Contributions	  	 	16	 
	 4.7
	  	Remittance and Allocation of Pretax Contributions	  	 	16	 
	 4.8
	  	Rollover Contributions	  	 	16	 
	 4.9
	  	Participant Transfer Contributions	  	 	17	 
			
	 ARTICLE 5
	  	EMPLOYER CONTRIBUTIONS	  	 	18	 
			
	 5.1
	  	Safe Harbor Matching Contribution	  	 	18	 
	 5.2
	  	Employer Additional Matching Contributions	  	 	19	 
	 5.3
	  	Employer Contributions	  	 	19	 
	 5.4
	  	Remittance and Allocation of Employer Contributions	  	 	19	 
	 5.5
	  	Forfeitures of Employer Contributions	  	 	20	 
			
	 ARTICLE 6
	  	NONDISCRIMINATION REQUIREMENTS AND MAXIMUM ANNUAL ADDITIONS	  	 	21	 
			
	 6.1
	  	Section 415 Limits on Allocations	  	 	21	 


  
 i 









 Table of Contents 

(continued) 
  


							
	 	  	 	  	Page	 
	6.2	  	Nondiscrimination Requirements for Pretax Contributions	  	 	22	 
	6.3	  	Nondiscrimination Requirements for Employer Matching Contributions and Employer Additional Matching Contributions	  	 	24	 
	6.4	  	Leveling Method	  	 	25	 
	6.5	  	Aggregation of Plans	  	 	26	 
	6.6	  	Disaggregation of Plan	  	 	26	 
			
	ARTICLE 7	  	PARTICIPANT ACCOUNTS	  	 	28	 
			
	7.1	  	Participant Accounts	  	 	28	 
	7.2	  	Allocations to Accounts	  	 	28	 
	7.3	  	Separate Contracts Maintained	  	 	29	 
			
	ARTICLE 8	  	INVESTMENT OF CONTRIBUTIONS	  	 	30	 
			
	8.1	  	Investment Funds	  	 	30	 
	8.2	  	Election of Investment Fund for Contributions	  	 	30	 
	8.3	  	Change in Election of Investment Fund for Future Contributions	  	 	30	 
	8.4	  	Change in Election of Investment Fund for Past Contributions	  	 	30	 
			
	ARTICLE 9	  	WITHDRAWALS AND LOANS	  	 	32	 
			
	9.1	  	Withdrawals and Loans — In General	  	 	32	 
	9.2	  	Withdrawal of After-tax Contributions	  	 	32	 
	9.3	  	Hardship Withdrawals	  	 	32	 
	9.4	  	Valuation and Payment of Withdrawals	  	 	34	 
	9.5	  	Loans	  	 	34	 
	9.6	  	In-Service Distributions	  	 	34	 
			
	ARTICLE 10	  	ENTITLEMENT TO BENEFITS	  	 	35	 
			
	10.1	  	Retirement	  	 	35	 
	10.2	  	Disability	  	 	35	 
	10.3	  	Termination of Employment	  	 	35	 
	10.4	  	Vesting on Plan Termination	  	 	36	 
	10.5	  	Forfeitures	  	 	36	 
	10.6	  	Death	  	 	37	 
	10.7	  	Beneficiary	  	 	37	 
	10.8	  	Elective Deemed Military Severance	  	 	38	 
	10.9	  	Qualified Reservist Distribution	  	 	38	 
			
	ARTICLE 11	  	DISTRIBUTION OF BENEFITS	  	 	39	 
			
	11.1	  	Form of Benefit Payment	  	 	39	 


  
 ii 









 Table of Contents 

(continued) 
  


							
	 	  	 	  	Page	 
	11.2	  	Benefit Commencement	  	 	39	 
	11.3	  	Minimum Required Distributions	  	 	40	 
	11.4	  	Eligible Rollover Distributions	  	 	44	 
	11.5	  	Small Payments	  	 	46	 
			
	ARTICLE 12	  	VOTING OF STOCK AND TENDER OFFERS	  	 	47	 
			
	12.1	  	Voting of Shares	  	 	47	 
	12.2	  	Ownership of Shares	  	 	47	 
	12.3	  	Tender Offers	  	 	47	 
			
	ARTICLE 13	  	PLAN ADMINISTRATION	  	 	48	 
			
	13.1	  	Administrator	  	 	48	 
	13.2	  	Appointment of Committee	  	 	48	 
	13.3	  	Indemnification	  	 	48	 
	13.4	  	Conclusiveness of Action	  	 	48	 
	13.5	  	Payment of Expenses	  	 	49	 
	13.6	  	Claim Procedure	  	 	49	 
			
	ARTICLE 14	  	ESTABLISHMENT OF FUND	  	 	51	 
			
	14.1	  	Funding Agreement	  	 	51	 
			
	ARTICLE 15	  	AMENDMENT, TERMINATION AND MERGER OF THE PLAN	  	 	52	 
			
	15.1	  	Right to Amend the Plan	  	 	52	 
	15.2	  	Right to Terminate the Plan	  	 	52	 
	15.3	  	Plan Merger, Consolidation or Transfer	  	 	53	 
			
	ARTICLE 16	  	TOP-HEAVY PLAN REQUIREMENTS	  	 	54	 
			
	16.1	  	General Rule	  	 	54	 
	16.2	  	Vesting Provision	  	 	54	 
	16.3	  	Minimum Contribution Provisions	  	 	54	 
	16.4	  	Coordination with Other Plans	  	 	55	 
	16.5	  	Top-Heavy Plan Definition	  	 	55	 
	16.6	  	Key Employee	  	 	57	 
	16.7	  	Non-Key Employee	  	 	57	 
	16.8	  	Collective Bargaining Rules	  	 	58	 
			
	ARTICLE 17	  	MISCELLANEOUS	  	 	59	 
			
	17.1	  	Limitation on Distributions	  	 	59	 
	17.2	  	Limitation on Reversion of Contributions	  	 	59	 
	17.3	  	Voluntary Plan	  	 	59	 


  
 iii 









 Table of Contents 

(continued) 
  


							
	 	  	 	  	Page	 
	17.4	  	Non-alienation of Benefits	  	 	59	 
	17.5	  	Inability to Receive Benefits	  	 	60	 
	17.6	  	Missing Persons	  	 	60	 
	17.7	  	Limitation of Third-Party Rights	  	 	60	 
	17.8	  	Invalid Provisions	  	 	60	 
	17.9	  	One Plan	  	 	60	 
	17.10	  	Use and Form of Words	  	 	61	 
	17.11	  	Headings	  	 	61	 
	17.12	  	Governing Law	  	 	61	 
			
	ARTICLE 18	  	GRANDFATHERED PROVISIONS PERTAINING TO MERGED PLANS	  	 	62	 
			
	18.1	  	Royster-Clark, Inc. Employee Savings and Investment Plan and Trust	  	 	62	 
	18.2	  	UAP Retirement Income Savings Plan	  	 	62	 
			
	ARTICLE 19	  	REQUIRED TRANSITION PROVISIONS	  	 	66	 
			
	19.1	  	Compensation	  	 	66	 
	19.2	  	Eligibility	  	 	66	 
	19.3	  	Catch-Up Contributions	  	 	66	 
	19.4	  	Safe Harbor Contributions	  	 	66	 
	19.5	  	Average Deferral Percentage Test Failure	  	 	66	 
	19.6	  	Average Contribution Percentage Test Failure	  	 	66	 
	19.7	  	Aggregation of Plans	  	 	66	 
	19.8	  	415 Annual Addition	  	 	66	 
	19.9	  	Hardship Withdrawals	  	 	66	 
	19.10	  	Elimination of “Same Desk Rule”	  	 	67	 
	19.11	  	Required Minimum Distributions	  	 	67	 
	19.12	  	Direct Rollovers of Plan Distributions	  	 	67	 
	19.13	  	Small Payments	  	 	67	 
	19.14	  	Distribution Upon Termination	  	 	67	 
	19.15	  	Elective Contributions	  	 	67	 
			
	APPENDIX A	  	PARTICIPANTS AFFECTED BY PLAN SELF CORRECTION OF LOANS	  			
			
	APPENDIX B	  	PARTICIPATING EMPLOYERS	  			
			
	APPENDIX C	  	SERVICE CREDIT FOR PRIOR EMPLOYMENT WITH CERTAIN BUSINESSES	  			


  
 iv 








 ARTICLE 1 

DEFINITIONS 
  

	1.1	“Accounts” means, with respect to any Participant, his After-tax Account, Employer Account, Loan Account, Pretax Account, Rollover Account and Catch-up Account and shall, as to each such Account, include any subaccount established thereunder. “Account” means any of the foregoing “Accounts.” 


 

	1.2	“Affiliated Employer” means each business entity (other than an Employer), whether or not incorporated and whether or not such entity has adopted the Plan, which at the time of reference is (1) a
member of a “controlled group of corporations” or a group under “common control” with an Employer, or (2) a member of an “affiliated service group” which includes an Employer, all as determined under Code
§§ 414(b), (c), (m) or (o), or, solely for purposes of Section 6.8, the rules set forth in Code §415(h). Any such entity will be considered an Affiliated Employer (1) during any such period of affiliated status and (2), if
specifically provided in the Plan, during any period preceding a period of affiliated status. 

  

	1.3	“After-tax Account” means the Account established for a Participant in accordance with Section 7.1 that reflects his share of a Fund attributable to his After-tax Contributions, as adjusted from time to time pursuant to Section 7.2. 

  

	1.4	“After-tax Contributions” means the contributions that a Participant made prior to October 1, 1995 to the Crop Production 401(k) Plan on an after-tax basis; no more after-tax contributions are allowed. 

  

	1.5	“Average Contribution Percentage” means, for any Plan Year, the average of the ratios determined under Section 1.17 for (i) the group of Eligible Employees who are Highly Compensated Employees
and (ii) the group of Eligible Employees who are Non-highly Compensated Employees. For any Plan Year beginning after December 31, 1998, if the requirements of Code § 410(b)(1) are satisfied
separately with respect to Employees who are Non-highly Compensated Employees who have not attained age 21 and completed at least one year of Eligibility Service, such group of Employees shall be excluded in
determining the Average Contribution Percentage for such year. 

  

	1.6	“Average Deferral Percentage” means, for any Plan Year, the average of the ratios determined under Section 1.18 for (i) the group of Eligible Employees who are Highly Compensated Employees and
(ii) the group of Eligible Employees who are Non-highly Compensated Employees. For any Plan Year beginning after December 31, 1998, if the requirements of Code § 410(b)(1) are satisfied
separately with respect to Employees who are Non-highly Compensated Employees who have not attained age 21 and completed at least one year of Eligibility Service, such group of Employees shall be excluded in
determining the Average Deferral Percentage for such year. 

  

	1.7	“Beneficiary” means the person or persons or entity or entities (including a trust) or estate that shall be entitled to receive benefits payable pursuant to the provisions of this Plan by virtue of a
Participant’s death, pursuant to the provisions of Section 10.7. 

  

	1.8	“Board” means the Board of Directors of the Company, except that any action which may be taken by the Board may also be taken by a duly authorized committee of the Board or by such other person or group
as may be designated by the Board (to the extent of such designation). 


  
 1 









	1.9	“Break in Service” means a Period of Severance of at least 12 consecutive months. 

  

	1.10	“Catch-up Account” means the account established for a Participant in accordance with Section 7.1 that reflects his share of a Fund attributable to his Catch-up Contributions, as adjusted from time to time pursuant to Section 7.2. 

  

	1.11	“Catch-up Contribution” means a contribution made to this Plan in accordance with Section 4.3. 


 

	1.12	“Code” means the Internal Revenue Code of 1986, as amended from time to time. 

  

	1.13	“Committee” means the U.S. Pension Committee established by Agrium U.S. Inc. 

  

	1.14	“Company” means Crop Production Services, Inc. Prior to January 1, 2009, Company means Western Farm Service, Inc. and Crop Production Services, Inc. 


 

	1.15	“Compensation” means: 

  

	 	(a)	In General. Compensation shall mean those amounts reported as “wages, tips, other compensation” on Form W-2 by the Employer, excluding amounts paid or reimbursed
for moving expenses incurred by an Employee to the extent that such amounts are deductible by the Employee under Code § 217. Compensation shall include elective contributions that are not includable in the Employee’s income pursuant to
Code §§ 125, 402(e)(3), 402(b), 402(h), or, for periods beginning on and after January 1, 2001, § 132(f)(4). For purposes of determining the amount of Pretax Contributions, Catch-up
Contributions, Safe Harbor Matching Contributions and Additional Matching Contributions, Compensation shall exclude reimbursement or other expense allowances (including relocation and vehicle reimbursements), fringe benefits (cash and noncash),
moving expenses, deferred compensation and welfare benefits. For purposes of determining the amount of Pretax Contributions, Catch-up Contributions, Safe Harbor Matching Contributions and Additional Matching
Contributions, Compensation shall be measured over the portion of a Plan Year after the Employee has satisfied any eligibility requirements under Article 3 and subject to Section 1.15(d), while the Employee is an Eligible Employee.


  

	 	(b)	Compensation Limit. For purposes of calculating the minimum contribution required in years when the Plan is “top-heavy” and for purposes of calculating Safe
Harbor Matching Contributions and Additional Matching Contributions, the Compensation taken into account for the applicable time period shall not exceed the compensation limit under Code § 401(a)(17) ($260,000 effective January 1, 2014),
as adjusted for cost of living increases in accordance with Code § 401(a)(17)(B), in effect for the calendar year in which the time period begins. If the period for determining compensation consists of fewer than 12 months, the annual
compensation limit will be multiplied by a fraction, the numerator of which is the number of months in the computation period and the denominator of which is 12. 


  
 2 









	 	(c)	Section 125 Deemed Compensation. For purposes of this Section 1.15, amounts under Code § 125 include any amounts not available to a Participant in cash in lieu of group health
coverage because the Participant is unable to certify that he or she has other health coverage. An amount will be treated as an amount under Code §125 only if the Company does not require or collect information regarding the Participant’s
other health coverage as part of the enrollment process under the health plan. 

  

	 	(d)	Compensation Timing Rules. The Plan does not consider any Compensation paid for a period after the payroll cycle that includes the Participant ceasing to be an Eligible Employee. Compensation does not include
severance payments regardless of when paid. 

  

	1.16	“Computation Period” generally means the Plan Year. However, for purposes of determining a Year of Eligibility Service, Computation Period shall mean the 12 month period beginning on the Employee’s
Employment Commencement Date (or most recent date of rehire following a Break in Service). If an Eligible Employee fails to complete a Year of Eligibility Service during that initial 12-month period,
Computation Period thereafter shall mean the 12-month period ending with the month in which such Eligible Employee completes a 1,000 Hours of Service. 


 

	1.17	“Contribution Percentage” means, for each Participant, the ratio of any Employer Matching Contributions made by or on behalf of a Participant for a Plan Year, to such Participant’s compensation
(within the meaning of § 414(s) of the Code) for such Plan Year. Employer Matching Contributions exclude Employer Matching Contributions that are forfeited under Section 4.1(e), 6.2(b), 6.2(c) or 6.3(b). The Employer may include Qualified
Nonelective Contributions in the Contribution Percentage amounts. The Employer also may elect to use elective deferrals in the Contribution Percentage amounts so long as the Average Deferral Percentage (“ADP”) test is met before the
elective deferrals are used in the Average Contribution Percentage (“ACP”) test and continues to be met following the exclusion of those elective deferrals that are used to meet the ACP test. If more than one plan providing employee
contributions or matching contributions (within the meaning of Code § 401(m)) is maintained by an Employer or Affiliated Employer, the Contribution Percentage of any Highly Compensated Employee who participates in more than one such plan or
arrangement shall be determined as if all such plans or arrangements were a single plan. If a Highly Compensated Employee participates in more than one such plan or arrangement of the Employer that have different plan years, all Contribution
Percentage amounts made during the Plan Year under all such arrangements shall be aggregated. Notwithstanding the foregoing, plans shall be treated as separate if they are mandatorily disaggregated under Code § 401(k). 


 

	1.18	“Deferral Percentage” means, for each Participant, the ratio of any Pretax Contributions made on behalf of a Participant for a Plan Year, to such Participant’s compensation (within the meaning of
Code § 414(s)) for such Plan Year. Pretax Contributions include (a) any Pretax Contributions (other than Catch-up Contributions) made pursuant to the Participant’s deferral election (including
Pretax Contributions in excess of the Elective Deferral Limit of Highly Compensated Employees), but excluding (i) Pretax Contributions in excess of the Elective Deferral Limit of Non-highly Compensated
Employees that arise solely from Pretax Contributions made under the Plan or plans of the Employer and (ii) Pretax Contributions that are taken into account for purposes of the Average Contribution Percentage test (provided the Average Deferral
Percentage test is satisfied both with 


  
 3 









	 	
and without exclusion of these Pretax Contributions); and (b) Qualified Nonelective Contributions. If more than one plan providing a cash or deferred arrangement (within the meaning of Code
§ 401(k)) is maintained by an Employer or Affiliated Employer, the Deferral Percentage of any Highly Compensated Employee who participates in more than one such plan or arrangement shall be determined as if all such plans or arrangements were a
single plan or arrangement. If a Highly Compensated Employee participates in two or more cash or deferred arrangements of the Employer that have different plan years, all elective deferrals made during the Plan Year under all such arrangements shall
be aggregated. Notwithstanding the foregoing, plans or arrangements shall be treated as separate if they are mandatorily disaggregated under Code § 401(k). 

  

	1.19	“Disability” means a physical or mental condition of such severity and duration as to entitle the Participant to disability benefits under the Federal Social Security Act or to entitle the Participant
to disability benefits under the Employer’s long-term disability program. “Disabled Participant” shall mean a Participant who is in receipt of disability benefits under the Federal Social Security Act or the Employer’s long-term
disability program. 

  

	1.20	“Effective Date” means April 1, 1985. 

  

	1.21	“Effective Date of this Restatement” means January 1, 2014. 

  

	1.22	“Eligible Employee” means any Employee of an Employer, except: 

  

	 	(a)	an Employee whose terms and conditions of employment are the subject of a collective bargaining agreement between an Employer and a collective bargaining agent, unless and until participation in the Plan is negotiated
for and agreed to in writing by the representatives of such Employer and the collective bargaining agent; 

  

	 	(b)	an Employee who is not employed in a division, subdivision, plant, location or other sub-unit of the Employer to which his Employer has extended the Plan; 


 

	 	(c)	an Employee who is a nonresident alien and receives no earned income (within the meaning of Code § 911(d)(2)) from an Employer which constitutes income from sources within the United States (within the meaning of
Code § 861(a)(3)); 

  

	 	(d)	any Leased Employee; and 

  

	 	(e)	independent contractors who are reclassified as employees as a result of a judicial or administrative proceeding. 

  

	1.23	“Eligibility Service” means Service as counted for determining an Eligible Employee’s right to become a Participant in the Plan, as determined under the rules of Article 2. 


 

	1.24	“Employee” means any person who is a common-law employee or a Leased Employee of an Employer or Affiliated Employer. 


 

	1.25	“Employer” means the Company and any Affiliated Employer (as outlined in Appendix B of the Plan) that, with the consent of the Board, adopts this Plan for the benefit of its Eligible Employees.
“Employer” when used in this Plan shall refer to such adopting entities either individually or collectively, as the context may require. 


  
 4 









	1.26	“Employer Account” means the account established for a Participant in accordance with Section 7.1 that reflects his share of a Fund attributable to Employer contributions, as adjusted from time to
time pursuant to Section 7.2. 

  

	1.27	“Employer Matching Contribution” means the contributions made by the Employer to the Plan in accordance with Section 5.1. 


 

	1.28	“Employment Commencement Date” means the date on which an Employee is first credited with an Hour of Service. 

  

	1.29	“Entry Date” means the first day of the payroll period coincident with or immediately following January 1, April 1, July 1 and October 1 in every calendar year during which the Plan
is in effect. Effective July 1, 2000, “Entry Date” means Employment Commencement Date for employees satisfying the eligibility requirements of Section 3.1(a). 


 

	1.30	“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time. 

  

	1.31	“Fund” means any fund provided for in a trust arrangement or an insurance contract or a combination of both, which is held by a Funding Agent, to which contributions under the Plan will be made, and out
of which Plan expenses are paid and benefits are provided to Participants (or otherwise provided for). 

  

	1.32	“Funding Agent” means a trustee or insurance company or any duly appointed successor or successors selected to hold a Fund. 


 

	1.33	“Highly Compensated Employee” means an Employee who performs service during the Determination Year and is described in one or more of the following groups in accordance with IRS regulations:


  

	 	(a)	An Employee who is a five percent (5%) owner as defined in Code § 416(i)(1)(8)(i), at any time during the Determination Year or the Look-back Year. 


 

	 	(b)	An Employee who received 415 Compensation in excess of $80,000 during the Look-back Year and was in the Top-paid Group during the Look-back Year. The $80,000 limitation will be
adjusted annually for increases in the cost of living in accordance with Code § 415(d). Effective as of January 1, 2014, the adjusted annual limitation is $115,000. 


A former Employee shall be treated as a Highly Compensated Employee if such former Employee had a separation year prior to the Determination
Year and (1) was a Highly Compensated Employee when he separated from service or (2) was a Highly Compensated Employee at any time after attaining age 55. 

A “separation year” is the Determination Year in which the Employee separates from service. Notwithstanding anything to the contrary
in this Plan, Code §§ 414(b), (c), (m), (n) and (o) are applied prior to determining whether an Employee is a Highly Compensated Employee. 

  
 5 








 For purposes of this Section 1.33: 

 

	 	(a)	“415 Compensation” means compensation as defined in Code § 415 and the regulations thereunder. 

  

	 	(b)	“Determination Year” means the Plan Year for which the determination of who is a Highly Compensated Employee is being made. 


 

	 	(c)	“Look-back Year” means the twelve (12) month period preceding the Determination Year. 

  

	 	(d)	“Top-paid Group” means the top twenty percent (20%) of Employees when rated on the basis of 415 Compensation paid during the year. The number of Employees in the group
will be determined in accordance with Code § 414(q)(5). 

  

	1.34	“Hour of Service” means an Hour of Service calculated in accordance with the provisions of Article 2. 

  

	1.35	“Investment Fund” means a portion of a Fund that is separately invested, as described in Section 8.1. 

  

	1.36	“Leased Employee” means an individual (other than a common law employee of the Company or an Affiliated Employer) who, pursuant to an agreement between the Company or an Affiliated Employer and a
leasing organization, has performed services for the Company or an Affiliated Employer on a substantially full-time basis for a period of at least one year, and the services are performed under the primary direction or control of the Company or
Affiliated Employer. However, if the Internal Revenue Service has determined in a ruling issued before August 20, 1996, pursuant to Code § 414(n)(2)(C) that a particular relationship did not involve a Leased Employee under the requirement
that an individual’s service be of a type historically performed by common law employees in the business field of the Company or an Affiliated Employer, the change in the law will not affect that prior determination. The Company or an
Affiliated Employer shall treat contributions or benefits provided to the Leased Employee by the leasing organization as contributions or benefits provided by the Company or an Affiliated Employer to the extent attributable to services the Leased
Employees performed for the Company or Affiliated Employer. Notwithstanding the preceding provisions of this paragraph, the Plan shall not treat an individual as a Leased Employee if: 


 

	 	(a)	the Leased Employee is covered by a money purchase pension plan providing: 

  

	 	(1)	a nonintegrated employer contribution rate of at least 10% of Compensation (including amounts that are excludable from the Leased Employee’s gross income under Code §§ 125, 402(e)(3), 402(h), or 403(b));


  

	 	(2)	immediate participation; and 

  

	 	(3)	full and immediate vesting; and 

  

	 	(b)	Leased Employees do not constitute more than twenty percent (20%) of the Company’s or Affiliated Employer’s Non-highly Compensated Employees. 


  
 6 









	1.37	“Limitation Year” means the twelve (12) month period ending on each December 31. The Limitation Year may only be changed by a Plan amendment. If the Plan is terminated mid-year, the Plan will be treated as if the Plan had been amended to change its Limitation Year. 

  

	1.38	“Loan Account” means the account established for a Participant in accordance with Section 7.1. 

  

	1.39	“Named Fiduciary” means a fiduciary designated as such under the provisions of Article 13. 

  

	1.40	“Non-highly Compensated Employee” means an Employee who is not a Highly Compensated Employee. 


 

	1.41	“Normal Retirement Age” means Participant’s attainment of age 65. 

  

	1.42	“One-Year Break in Service” means a Plan Year in which an Employee is not credited with any Hours of Service. 


In the case of an Employee who is absent from work for any period by reason of: 

 

	 	(a)	the pregnancy of the Employee; 

  

	 	(b)	the birth of a child of the Employee; 

  

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

  

	 	(d)	the care of a child for a period beginning immediately following such birth or placement, 

 the
Plan shall include, solely for purposes of determining whether the Employee has incurred a One-Year Break in Service, the Hours of Service which would normally have been credited to the Employee but for such
absence, or in any case in which the Committee is unable to determine the Hours of Service which would normally have been credited to the Employee, eight (8) Hours of Service per day of absence, provided, however, that the total number of hours
treated in this manner as Hours of Service shall not exceed 501 Hours of Service. The hours described in the preceding sentence shall be credited in the Plan Year in which the absence from work begins, only if it would prevent the Employee from
incurring a One-Year Break in Service in such year. Otherwise, such Hours of Service shall be credited to the Employee in the immediately following Plan Year. 

In the case of an Employee who is absent from work for any period beginning on or after August 5, 1993, because of a leave granted
pursuant to the Family and Medical Leave Act of 1993, the Plan shall include, to the extent not otherwise credited to the Employee under the terms hereof and solely for purposes of determining whether the Employee has incurred a One-Year Break in Service, the Hours of Service which would normally have been credited to the Employee but for such absence. In any case in which the Committee is unable to determine the Hours of Service which
would normally have been credited to the Employee, the Employee shall be credited with eight (8) Hours of Service for each day of absence. 

  
 7 









	1.43	“Participant” means any Eligible Employee who becomes a Participant pursuant to Section 3.3 or an Employee or former Employee for whom a Pretax Account, an
After-tax Account, a Rollover Account and/or an Employer Account is maintained. For purposes of Sections 3.1, 4.1, 4.2, 5.1 and 5.2, the term “Participant” shall not include an Employee who is a
Participant solely because a Rollover Account is being maintained on his behalf. 

  

	1.44	“Plan” means the Agrium U.S. Retail 401(k) Savings Plan as set forth in this document, as amended from time to time. 


 

	1.45	“Plan Earnings Limit” means in respect of a particular calendar year, the money purchase limit pursuant to the Income Tax Act (Canada) and the regulations thereunder, both as amended from time to time
in respect of that calendar year, divided by 0.15. The Plan Earnings Limit is intended to be the same number as the Earnings Limit as that term is defined in the Agrium 2006 U.S. Supplemental Executive Retirement Plan. For purposes of determining
the limit set forth in the first sentence of this definition, Canadian and U.S. dollars shall be treated as equivalent (regardless of the exchange rates in effect from time to time). 


 

	1.46	“Plan Sponsor” means the Agrium U.S. Inc. Effective before January 1, 2004, Plan Sponsor meant the Company. 

  

	1.47	“Plan Year” means each 12-month period beginning on January 1 and ending on December 31. 


 

	1.48	“Prior Plan” means any plan for which this Plan is a restatement. 

  

	1.49	“Pretax Account” means the account established for a Participant in accordance with Section 7.1 that reflects his share of a Fund attributable to his Pretax Contributions, as adjusted from time to
time pursuant to Section 7.2. 

  

	1.50	“Pretax Contribution” means the contributions that an Employer makes to the Plan on behalf of a Participant in accordance with Section 4.1. 


 

	1.51	“Qualified Non-elective Contributions” means the additional contributions, if any, that an Employer may make to the Plan pursuant to Sections 6.2, 6.3, 6.4 and
6.5 to satisfy the nondiscrimination requirements on Pretax, After-tax and/or Employer Matching Contributions. 

  

	1.52	“Rollover Account” means the account established for a Participant in accordance with Section 7.1 that reflects his share of a Fund attributable to his Rollover Contributions, as adjusted from time
to time pursuant to Section 7.2. 

  

	1.53	“Rollover Contribution” means a contribution made to this Plan of an eligible rollover distribution pursuant to Code § 402(c)(4) from a qualified plan described in Code § 401(a), an annuity
plan described in Code § 403(a) or 403(b), an individual retirement account described in Code § 408(a), an individual retirement annuity described in Code § 408(b), or an eligible governmental plan described in Code § 457(b) and
in accordance with Section 4.8. 

  

	1.54	“SERP Member” means a Participant who has satisfied the eligibility conditions for participation in the Agrium 2006 U.S. Supplemental Executive Retirement Plan and is a Highly Compensated Employee.



  
 8 









	1.55	“Service” means an Employee’s period of employment with an Employer or an Affiliated Employer that is counted as “Service” in accordance with Article 2. 


 

	1.56	“Spouse” means the person to whom the Participant is legally married at the applicable time. “Surviving Spouse” means the Spouse who was the Participant’s Spouse on the Participant’s
date of death. 

  

	1.57	“Termination” means the cessation of active employment with or severance of employment from all Employers and Affiliated Employers. 


 

	1.58	“Termination Date” means the first date on which an Employee ceases active employment with all Employers and Affiliated Employers. 


 

	1.59	“Trust” means any trust established under an agreement between the Plan Sponsor and a Trustee under which any portion of the Fund is held, and shall include any and all amendments to the trust
agreement. 

  

	1.60	“Trustee” means any trustee holding any portion of the Fund under a trust agreement forming a part of the Plan. 

  

	1.61	“Valuation Date” shall mean each day the New York Stock Exchange is open. 

  

	1.62	“Vesting Service” means Service for determining a Participant’s non-forfeitable right to his Employer Account under Article 7, as determined under the rules
of Article 2. 

  

	1.63	“Year of Eligibility Service” means a Year of Service as determined under the appropriate Computation Period for calculating Eligibility Service under the rules of Article 2. 


 

	1.64	“Year of Service” means a Computation Period during which the Employee is credited with 1,000 or more Hours of Service, under the rules of Article 2. 


 

	1.65	“Year of Vesting Service” means a Year of Service as determined under the rules of Article 2. 


  
 9 








 ARTICLE 2 

SERVICE COUNTING RULES 
  

	2.1	Hours of Service — General Rule. An Employee shall be credited with an Hour of Service for: 

  

	 	(a)	Each hour for which a person is directly or indirectly paid, or entitled to payment, by an Employer or Affiliated Employer for the performance of duties. These hours shall be credited to the Employee during the
appropriate Computation Period in which the duties are performed; 

  

	 	(b)	Each hour for which a person is directly or indirectly paid, or entitled to payment, by an Employer or Affiliated Employer for reasons other than for the performance of duties (such as vacation, holiday, illness,
incapacity including disability, jury duty, military duty, leave of absence or layoff). These hours shall be credited to the Employee during the Computation Period in which the nonperformance of duties occurs, but the total credit for any single
continuous period during which the Employee performs no duties (whether or not in a single Computation Period) shall not exceed 501 hours. The computation of non-work hours described in this subsection will be
computed in accordance with the provisions of the Department of Labor Regulation § 2530.200b-2; 

  

	 	(c)	Each hour for which back pay, irrespective of mitigation of damages, has been either awarded or agreed to by an Employer or Affiliated Employer. These hours will be credited to the Employee for the Plan Year to which
the award or agreement pertains; 

  

	 	(d)	Each hour for which the Employee is not paid or entitled to payment but during which the Employee is absent for a period of military service for which reemployment rights are protected by law, but only if the Employee
returns to employment within the time required by law. 

  

	 	(e)	Hours of Service shall be credited to an individual who became an Employee on a Transaction Date (as identified in Appendix C) for continuous employment through the Transaction Date with the applicable Business (as
identified in Appendix C). 

  

	2.2	Eligibility Service. An Eligible Employee shall be credited with a Year of Eligibility Service if he has 1,000 or more (750 prior to December 31, 2000) Hours of Service during his initial Computation Period.
Thereafter, an Eligible Employee shall be credited with a Year of Eligibility Service if he has 1,000 or more Hours of Service during a Computation Period. All Hours of Service will be taken into account for determining Eligibility Service, except:


  

	 	(a)	The Hours of Service described in Section 2.4 shall be disregarded. 

  

	 	(b)	If an Eligible Employee incurs a Break in Service before becoming a Participant, Hours of Service credited prior to the Eligible Employee’s Break in Service shall not be counted. 


If the Hours of Service credited to an Eligible Employee or Participant prior to his Break in Service are disregarded, such Eligible Employee
or Participant will be treated as a new hire and Eligibility Service will be determined starting with the Computation Period that begins on his date of rehire. 

  
 10 









	2.3	Vesting Service. 

 Subject to Section 2.4, an Employee will be credited for the
aggregate of all time periods commencing with the Employee’s Employment Commencement Date or date of reemployment after a Break in Service and ending on the date a Break in Service begins. An Employee shall also receive credit for any Period of
Severance of less than 12 consecutive months. Fractional periods of a year shall be expressed in terms of days. Period of Severance shall mean a continuous period of time during which the Employee is not employed by the Employer. A Period of
Severance begins on the date the Employee quits, retires, is discharged or dies, or if earlier, the 12-month anniversary of the date on which the Employee was otherwise first absent from service. In the case
of an individual who is absent from service for maternity or paternity reasons, the 12-consecutive month period beginning on the first anniversary of the first date of such absence shall not constitute a Break
in Service. For purposes of this paragraph, an absence from work for maternity or paternity reasons means an absence (1) by reason of the pregnancy of the individual, (2) by reason of the birth of a child of the individual, (3) by
reason of the placement of a child with the individual in connection with the adoption of such child by such individual, or (4) for purposes of caring for such child for a period beginning immediately following such birth or placement. 

Effective prior to January 1, 1997, a Participant shall be credited with a Year of Vesting Service if he has 750 or more Hours of Service
during a Plan Year. Vesting Service shall not include the Hours of Service described in Section 2.4. 
  

	2.4	Service — General Rule. For purposes of eligibility and vesting, Hours of Service and 


Service shall not be credited in the following case: 
  

	 	(a)	If a Participant who has never made any Pretax Contributions incurs a Break in Service before becoming vested in any portion of his Employer Account, Hours of Service and Service credited prior to such break shall not
be counted if the number of consecutive Breaks in Service incurred exceeds the greater of five (5) or the number of Years of Service credited to him prior to his Break in Service. 


 

	2.5	Qualified Military Service. Notwithstanding any provision of this Plan to the contrary, with respect to Employees who are rehired by an Employer or Affiliated Employer on or after December 12, 1994,
contributions, benefits and service credit with respect to qualified military service will be provided in accordance with Code § 414(u). In the case of a death or disability occurring on or after January 1, 2007, if a Participant dies
while performing qualified military service (as defined in Code § 414(u)), the survivors of the Participant are entitled to any additional benefit (other than benefit accruals relating to the period of qualified military service) provided under
the Plan as if the Participant had resumed and then immediately terminated employment on account of death. For years beginning after December 31, 2008 for purposes of Section 6.1 and as otherwise required by law, (i) an individual
receiving a differential wage payment, as defined by Code § 3401(h)(2), shall be treated as an employee of the Employer making the payment, (ii) the differential wage payment shall be treated as Compensation, and (iii) the Plan shall
not be treated as failing to meet the requirements of any provision described in Code § 414(u)(1)(C) by reason of any contribution or benefit which is based on the differential wage payment. For years beginning after December 31, 2010 for
purposes of contributions under Article 4 and Article 5 as well as for purposes of Section 6.1 and as otherwise required by law, (i) an individual receiving a differential wage payment, as defined by Code § 3401(h)(2), shall be
treated as an employee of the Employer making the payment, (ii) the 


  
 11 








 
differential wage payment shall be treated as Compensation, and (iii) the Plan shall not be treated as failing to meet the requirements of any provision described in Code § 414(u)(1)(C)
by reason of any contribution or benefit which is based on the differential wage payment. 
  

	2.6	Prior Service. For purposes of determining a Year of Eligibility Service and Years of Vesting, service with Miles Farm Supply, LLC shall be treated as service with the Employer for those Employees who become
employed by the Employer in 2011. 

  

	2.7	Service For Participants Transferred from the Royster-Clark, Inc. Employee Savings and Investment Plan and Trust (the “RC Plan”). The RC Plan experienced a short plan year on December 31, 2004, for
which RC Plan participants accrued an additional Year of Service in accordance with applicable law. On April 15, 2005, the RC Plan’s third party administrator erroneously awarded RC Plan participants a second Year of Service with respect
to such short Plan Year. Notwithstanding any provision of the Plan to the contrary and in compliance with an agreement under the Internal Revenue Service’s voluntary compliance program, each Participant transferred from the RC Plan and listed
in the attached Appendix A shall be credited with such additional Year of Service as of April 15, 2005. 


  
 12 








 ARTICLE 3 

ELIGIBILITY 
  

	3.1	Eligibility. All Participants who were participating in this Plan on the Effective Date of this Restatement shall continue to participate. An Eligible Employee shall become a Participant as follows.


  

	 	(a)	An Eligible Employee who has been hired as a regular employee, and is scheduled to work at least 1,000 hours in the first 12 months of service, shall be eligible to become a Participant of the Plan as soon as practical
upon date of hire or status change. 

  

	 	(b)	An Eligible Employee who has been hired as a temporary Employee shall be eligible to become a Participant of the Plan on the Entry Date coincident with or next following completion of one Year of Eligibility Service.


  

	3.2	Eligibility Upon Reemployment. Subject to Section 2.3, if a Participant or any other Employee who has incurred a Termination is rehired as an Eligible Employee, he shall begin or resume his status as an
active Participant on the later of (a) the date of his rehire, or (b) the date described in Section 3.1. 

  

	3.3	Notification of Eligibility to Participate and Entry into Plan. The Committee shall notify each Eligible Employee of the eligibility requirements and benefits under the Plan prior to the first Entry Date as of
which he may begin participation in the Plan. An Eligible Employee who has satisfied the eligibility requirements specified in this Article 3 may become a Participant by filing an election to have Pretax Contributions made on his behalf in
accordance with Section 4.1. The Eligible Employee shall also be required to make investment elections pursuant to Section 8.2 and to designate a Beneficiary pursuant to Section 10.7. Such Eligible Employee’s participation shall
become effective on the Entry Date coincident with or next following the date on which such Eligible Employee’s elections are properly filed with the Committee or as soon as practicable thereafter. 


 

	3.4	Transfers and Change in Status. 

  

	 	(a)	An Employee of the Employer or an Affiliated Employer who, as a result of a change in status or transfer, meets the requirements for participation under Section 3.1 shall become a Participant as soon as practicable
following such change in status or transfer or, if later, upon the date the Employee meets the requirements of Section 3.1. 

  

	 	(b)	Each Employee who becomes a Participant and subsequently has a change in status or is transferred so that he does not meet all of the eligibility requirements of Section 3.1, shall be deemed to have become a
suspended Participant under the Plan, but shall not be deemed to have a Termination Date as long as he continues to be in the employment of the Employer or an Affiliated Employer. The suspended Participant’s eligibility for distribution shall
be made pursuant to Article 10. If a suspended Participant is transferred back to an employment status in which he is eligible to become a Participant of this Plan, he shall be eligible to recommence active participation in accordance with
Section 3.4(a). 


  
 13 








 ARTICLE 4 

PRETAX, AFTER-TAX, ROLLOVER AND TRANSFER CONTRIBUTIONS 

 

	4.1	Pretax Contributions. 

  

	 	(a)	Subject to the provisions of Article 6 and Sections 4.1(b) and 9.3(b), a Participant may direct the Employer, in the manner prescribed by the Committee from time to time, to reduce his Compensation by any whole
percentage from a minimum of 1% to a maximum of 75% and to contribute such amounts to the Plan on his behalf no later than the time prescribed by applicable law. 

  


	 	(b)	No Participant shall be permitted to have Pretax Contributions made under this Plan, or any other qualified plan maintained by the Employer or an Affiliated Employer during the taxable year, in excess of the dollar
limitation contained in Code § 402(g) ($17,500 for 2014) in effect for such taxable year, except to the extent permitted under Section 4.3 of the Plan. The Elective Deferral Limit shall be reduced by the amount of “elective
deferrals” (as defined in Code § 402(g)(3)) made by a Participant during his taxable year under any plans or agreements maintained by an Employer or Affiliated Employer other than this Plan and, in the sole discretion of the Committee, any
plans or agreements maintained by any other employer, if reported to the Committee at such time and in such manner as the Committee shall prescribe. 

  

	 	(c)	If, on or before March 1 of any year, a Participant notifies the Committee, in writing, that all or a portion of the Pretax Contributions made on his behalf in the preceding taxable year is in excess of the
Elective Deferral Limit for that year, the Committee shall make a reasonable effort to distribute the Pretax Contributions that exceed the limit by no later than the April 15 following such notification. If a Participant exceeds the Elective
Deferral Limit in any taxable year, taking into account only Pretax Contributions and “elective deferrals” made to any other plans or agreements of an Employer or Affiliated Employer in that year, the Participant shall be deemed to have
notified the Committee and the Pretax Contributions that exceed the limit shall be distributed to the Participant by the following April 15. 

  

	 	(d)	Any Pretax Contributions that are distributed to a Participant pursuant to this Section 4.1 shall be adjusted for any income (gains or losses) attributable to such excess amount for the Plan Year in which the
excess Pretax Contributions were made and for the period between the end of such Plan Year and the date of the distribution. Income for the Plan Year in which such Pretax Contributions were made to the Plan shall be determined under the alternative
method set forth in Treas. Reg. § 1.402(g)-1(e)(5)(iii) and income for the period between the end of such Plan Year and the date of distribution shall be determined in accordance with the safe harbor
method set forth in Treas. Reg. § 1.402(g)-1(e)(5)(iv). Any amount distributed under this Section 4.1 shall be included in the Participant’s Deferral Percentage unless such Participant is a Non-highly Compensated Employee and such excess arose solely because of excess Pretax Contributions made to this Plan and any other plans of an Employer or Affiliated Employer. With respect to Pretax Contributions
that are excess deferrals (as defined in Code § 402(g)) made in Plan Years after 2007, “gap period” (the period between the end of the Plan Year and the date of distribution) income will not be distributed. 


  
 14 









	 	(e)	Any Employer Matching Contributions attributable to Pretax Contributions that exceed the Elective Deferral Limit adjusted for any income (gains or losses), determined as described in subsection (d) above, shall be
immediately forfeited and shall be used to reduce future Employer Contributions under Section 5.1. 

  

	 	(f)	Any distribution of Pretax Contributions that exceeds the Elective Deferral Limit (adjusted for any allocable income (gains or losses)) shall be made (pro rata if applicable) from the Investment Funds in which such
excess contributions were invested. 

  

	4.2	After-tax Contributions. Effective after September 30, 1995, after-tax contributions are not permitted under this Plan.


  

	4.3	Catch-up Contributions. Each Participant who is eligible to make Pretax Contributions under this Plan and who has attained age 50 before the close of the Plan Year shall be
eligible to make Catch-up Contributions in accordance with, and subject to the limitations of, Code § 414(v). Participants who have attained at least age 50 by the last day of the Plan Year may make Catch-up Contributions in excess of certain PreTax Contributions limitations by reducing Compensation in any whole percentage from a minimum of 1% to a maximum of 75%, subject to the
Catch-up Contribution limitations set forth in Code §414(v) and other requirements set forth in the Code. In addition, such Catch-up Contributions shall not be
taken into account for purposes of the provisions of the Plan implementing the required limitations of Code §§ 402(g) and 415. The Plan shall not be treated as failing to satisfy the provisions of the Plan implementing the requirements of
Code §§ 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416, as applicable, by reason of the making of such Catch-up Contributions. Catch-up Contributions are
treated as Pretax Contributions for purposes of the “true-up” allocations of Safe Harbor Matching Contributions and Employer Additional Matching Contributions described in the second paragraph of
Sections 5.1(a) and 5.2(a), respectively to the extent necessary to ensure that Participants receive up to the maximum Safe Harbor Matching Contributions and Employer Additional Matching Contributions based on the aggregate of Pretax Contributions
and Catch-up Contributions. 

  

	4.4	Change of Contribution Level. A Participant may, in a manner prescribed by the Committee, direct the Employer to change the rate of Pretax Contributions made on his behalf. Changes may be made at any time during
the Plan Year and shall become effective as of the pay period coincident with or next following the date the appropriate instructions are properly conveyed to the Committee, or as soon as practicable thereafter. 


 

	4.5	Suspension of Contributions. 

  

	 	(a)	Voluntary Suspension. A Participant may, in a manner prescribed by the Committee, direct the Employer to suspend the Pretax Contributions made on his behalf. A Participant may elect to suspend contributions at
any time during the Plan Year and such suspension shall become effective as of the pay period coincident with or next following the date the appropriate instructions are properly conveyed to the Committee, or as soon as practicable thereafter.



  
 15 









	 	A Participant who has suspended his Pretax Contributions may resume such contributions by conveying the appropriate instructions to the Committee. Resumption of contributions shall commence as of the pay period
coincident with or next following the date the appropriate instructions are properly conveyed to the Committee, or as soon as practicable thereafter. 

  

	 	(b)	Suspension on Transfer to Ineligible Employment. If a Participant ceases to be an Eligible Employee but continues in the employ of any Employer or Affiliated Employer, Pretax Contributions made on his behalf
shall be immediately suspended. No contributions shall be made for a Participant with respect to the period of such suspension. If the Participant again becomes an Eligible Employee, he may resume his Pretax Contributions by conveying the
appropriate instructions to the Committee. Resumption of contributions shall commence as of the payroll period coincident with or next following the date the appropriate instructions are properly conveyed to the Committee, or as soon as practicable
thereafter. 

  

	4.6	Manner of Contributions. All Pretax Contributions shall be in the form of Employee-authorized payroll deductions. Such deductions shall be made in each payroll period, subject to the change and suspension of
contribution provisions of Sections 4.4 and 4.5. 

  

	4.7	Remittance and Allocation of Pretax Contributions. Pretax Contributions shall be remitted to the Funding Agent by the Employer as soon as practicable, but in no event later than the time permitted by law. Pretax
Contributions shall be allocated to each Participant’s Pretax Account as of the Valuation Date coincident with or next following the end of the payroll period during which such contributions are made. 


 

	4.8	Rollover Contributions. An Eligible Employee, subject to such uniform and nondiscriminatory terms and conditions as may be established from time to time by the Committee, may request that the Committee authorize
the Funding Agent to accept a Rollover Contribution. A Rollover Contribution shall be accepted provided the following conditions are met: 

  

	 	(a)	The Rollover Contribution to this Plan is in cash or is an in-kind transfer of an outstanding plan loan or other plan assets in connection with an Employer transaction;


  

	 	(b)	The Rollover Contribution does not include any employee contributions; 

  

	 	(c)	The Eligible Employee provides a written statement that the Rollover Contribution is being made to this Plan by direct trustee-to-trustee
transfer (as described in Code § 401(a)(31)) or within sixty (60) days of his receipt of the distribution, and that the proposed Rollover Contribution, to the best of his knowledge, meets all of the Code requirements for rollover
treatment. 

 The amount of the Rollover Contribution shall be held in the Participant’s Rollover Account. Such Account
shall be invested in accordance with Article 8 and shall be adjusted for investment gains and losses in accordance with Section 7.2. 

  
 16 









	4.9	Participant Transfer Contributions. The Plan may accept, on behalf of an Employee who has a change in status or who transfers his employment to the Employer from an Affiliated Employer that has not adopted the
Plan and satisfies the eligibility provisions of Section 3.1, a direct transfer of assets from a Transferor Plan representing an After-tax Account, Employer Account, Loan Account, Pretax Account, Rollover
Account and Catch-up Account. The Plan will not accept assets from a Transferor Plan which represent amounts representing “qualified voluntary employee contributions” within the meaning of Code
§ 219(e). The transferred amounts shall be placed in the equivalent accounts in this Plan or into separate record keeping accounts as determined by the Committee and shall be subject to any special provisions described in Article 18. All direct
transfers made under this Section 4.9 shall be made in kind, to the extent feasible. All transfers under this Section 4.9 are subject to the approval of the Committee. 


For purposes of this Section 4.9, Transferor Plan means the Code § 401(k) plan of the Company or an Affiliated Employer that is
incorporated in the United States which, on behalf of an Employee who has transferred his employment to the Employer from an Affiliated Employer that has not adopted the Plan, or who has had a change of status such that the Employee becomes eligible
for the Plan, has authorized the trustee of the Transferor Plan to directly transfer assets to the Fund. 

  
 17 








 ARTICLE 5 

EMPLOYER CONTRIBUTIONS 
  

	5.1	Safe Harbor Matching Contribution. 

  

	 	(a)	Amount. For each pay period, the Company shall make a Safe Harbor Matching Contribution for the benefit of each Participant on whose behalf it made a Pretax Contribution for the pay period. The amount of the Safe
Harbor Matching Contribution for the pay period shall be equal to 100% of the Pretax Contribution made for the Participant for the pay period up to a maximum Safe Harbor Matching Contribution of 4% of the Participant’s Compensation (as defined
in Section 1.15) for the pay period. Contributions made under this Section 5.1(a) are intended to satisfy the design-based safe harbor provisions of Code §§ 401(k)(12)(B) and 401(m)(11). All Safe Harbor Matching Contributions
under this section shall be fully and immediately vested under Section 10.3 and shall be subject to the restrictions on distribution in Code § 401(k)(2)(B) prior to Termination. Safe Harbor Matching Contributions made with respect to
Pretax Contributions made in any calendar year shall be deposited with the Trustee or Funding Agent no later than the last day of the following calendar quarter. Safe Harbor Matching Contributions shall be allocated to Safe Harbor Matching
Contributions subaccount in the Participant’s Employer Account. 

 As of the last day of each Plan Year (or such other
period as the Committee determines to be administratively feasible), the Company may make an additional “true-up” Safe Harbor Matching Contribution for each Participant whose aggregate Safe Harbor
Matching Contribution allocation for the Plan Year is less than the amount the Participant would otherwise have received as Safe Harbor Matching Contributions had the Participant’s Pretax Contributions been made in substantially the same amount
throughout the Plan Year. The amount of such true-up contribution shall be the difference between the amount of Safe Harbor Matching Contributions allocated to the Safe Harbor Matching Contributions Subaccount
in the Participant’s Employer Account for such Plan Year and the amount that would have been allocated for such Plan Year (4% maximum) if the Participant’s Pretax Contributions had been made in substantially the same amount over the entire
Plan Year. 
  

	 	(b)	Annual Notice to Eligible Employees. At least 30 days, but not more than 90 days, prior to the beginning of each Plan Year, the Committee shall provide each Eligible Employee who has satisfied the eligibility
requirements of Article 3 with notice in writing, or through an electronic medium reasonably accessible to the Eligible Employee, describing the Matching Contribution formulas in Section 5.1(a) above and 5.2 below, any other contributions under
the Plan, the conditions under which such contributions are made, the type and amount of Compensation that may be deferred under the Plan, the procedures for making compensation reduction authorizations, the administrative and timing requirements
that apply, and the withdrawal and vesting provisions applicable to contributions under the Plan. During the 90-day period ending with the day an individual becomes an Eligible Employee, the same notice shall
also be provided to that individual. 


  
 18 









	 	(c)	SERP Members. The Compensation used to determine the Safe Harbor Matching Contribution for a Participant who is a SERP Member shall be limited in any calendar year to an amount equal to the Plan Earnings Limit.


  

	5.2	Employer Additional Matching Contributions. The Employer may, in its sole discretion, make an Additional Matching Contribution with respect to the Pretax Contributions made on behalf of a Participant during the
Plan Year. For purposes of this Section 5.2, a Participant’s Pretax Contributions that are greater than 4% of Compensation shall not be eligible for Additional Matching Contributions. The Plan is intended to satisfy the design-based safe
harbor provisions of Code § 401(m)(11). Additional Matching Contributions made with respect to Pretax Contributions made in any calendar year shall be deposited with the Trustee or Funding Agent no later than the last day of the following
calendar quarter. 

 As of the last day of each Plan Year (or such other period as the Committee determines to be
administratively feasible), the Employer may make an additional “true-up” Additional Matching Contribution to the Employer Account of each Participant whose aggregate Additional Matching Contribution
allocation for the Plan Year is less than the amount the Participant would otherwise have received as Additional Matching Contributions had the Participant’s Pretax Contributions been made in substantially the same amount throughout the Plan
Year. The amount of such true-up contribution shall be the difference between the amount of Additional Matching Contributions allocated to the Participant’s Employer Account for such Plan Year and the
amount that would have been allocated for such Plan Year if the Participant’s Pretax Contributions (subject to the 4% limit described in the preceding paragraph) had been made in substantially the same amount over the entire Plan Year. 

The Compensation used to determine the Additional Matching Contribution made on behalf of a Participant who is a SERP Member shall be limited
in any calendar year to an amount equal to the Plan Earnings Limit. 
 Notwithstanding anything in the Plan or any amendment to the Plan to
the contrary, if the Company, in its sole discretion, determines to make a matching contribution for a Plan Year, only elective deferrals that do not exceed the limits imposed by Code §§ 401(a)(30) and 402(g) and the employer-provided
limit set forth in the Plan shall be matched. 
  

	5.3	Employer Contributions. The Employer shall make any contributions required by Section 10.5. 

  

	5.4	Remittance and Allocation of Employer Contributions. Safe Harbor Matching Contributions shall be made each payroll period. The Additional Matching Contribution, if any, shall be made after the end of the Plan
Year when the amount has been determined pursuant to Section 5.2. Employer Additional Matching Contributions shall be made after the end of the Plan Year when the amount has been determined pursuant to Section 5.2. Employer contributions
described in Section 5.3 shall be made at the times required or permitted by Sections 6.2, 6.3, 6.4 and 10.5 as applicable. Employer contributions shall be transmitted to the Trustee or Funding Agent as soon as practicable, but not later than
the time required by law, and shall be allocated as of the next Valuation Date to the Safe Harbor Matching Contributions subaccount and Additional Matching Contributions subaccount, respectively, in each Participant’s Employer Account.



  
 19 









	5.5	Forfeitures of Employer Contributions. Any amounts forfeited by Participants in accordance with Section 10.5 or any forfeitable excess amounts resulting from the limitations described in Sections 6.1, 6.3,
and 6.4 shall be used by the Employer to reduce Employer contributions, if any, made pursuant to Section 5.2, unless sooner applied to pay reasonable Plan administrative expenses. 


  
 20 








 ARTICLE 6 

NONDISCRIMINATION REQUIREMENTS AND MAXIMUM ANNUAL ADDITIONS 

 

	6.1	Section 415 Limits on Allocations. 

  

	 	(a)	Code § 415 Incorporated by Reference. Code § 415, and regulations issued thereunder, are incorporated by reference into the Plan, with the definition of Compensation set forth in Section 6.1(c),
and, notwithstanding anything herein, shall override any Plan provision to the contrary. Contributions (other than Catch-up Contributions and rollover contributions) and other amounts constituting annual
additions as determined under Code § 415, and regulations issued thereunder (collectively, “Annual Additions”) are limited to the extent required by Code § 415 and the regulations issued thereunder. 


 

	 	(b)	Maximum Annual Addition. The Annual Additions for a Participant with respect to any Limitation Year shall not exceed the lesser of: 


 

	 	(1)	$52,000, as adjusted for increases in the cost of living under Code § 415(d); or 

  

	 	(2)	100% of the compensation paid or made available to the Participant in such year; ; provided that this compensation limitation shall not apply to (i) any contribution for medical benefits after separation from
service (within the meaning of Code §§ 401(h) and 419A(f)(2)) that is otherwise treated as an Annual Addition or (ii) any amount otherwise treated as an Annual Addition under Code § 415(l)(1). 


If there is a short Limitation Year because of a change in Limitation Year, the Committee will multiply the $40,000 limitation (or larger
limitation) by a fraction, the numerator of which is the number of months in the short Limitation Year and the denominator of which is 12. 
  

	 	(c)	Compensation. Compensation, for purposes of this Section 6.1 (except where specifically provided otherwise), means wages for federal income tax withholding purposes, as defined in Code § 3401(a), plus
all other payments to an Employee in the course of the Employer’s or Affiliated Employer’s trade or business, for which the Employer of Affiliated Employer must furnish the Employee a written statement under Code §§ 6041, 6051,
and 6052, but determined without regard to any rules that limit the remuneration included in wages based on the nature or location of the employment or services performed (such as the exception for agricultural labor in Code § 3401(a)(2)).
Compensation includes amounts that would be included in wages but for an election under Code § 125(a), 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k), or 457(b). Compensation also includes Code § 125 deemed compensation described in
Section 1.15(c), differential wage payment defined by Code § 3401(h)(2), and post severance regular pay described in Treas. Reg. §§ 1.415(c)-2(e)(3)(i) and (ii). Compensation excludes
(i) amounts paid or reimbursed by the Employer or Affiliated Employer for moving expenses incurred by an Employee but only to the extent that, at the time of payment, it is reasonable to believe that these amounts are deductible by the Employee
under Code § 217 and (ii) amounts in excess of Code § 401(a)(17). The Plan does not consider any Compensation paid for a period after the payroll cycle (which payroll cycle in no event shall end later than the later of 2 1⁄2 months after severance from employment or the end of the Limitation Year that includes the date of such severance from employment) that includes the
Participant ceasing to be an Eligible Employee. Compensation does not include severance payments regardless of when paid. 


  
 21 









	 	(d)	Other Defined Contribution Plans. If the Employer or any other employer required to be aggregated under Code § 414(b) or 414(c) (as modified by Code § 415(h)) maintains any other qualified defined
contribution plan for its Employees, some or all of whom are Participants of the Plan, then to the extent necessary, any such Participant’s Annual Additions shall first be reduced under such other plan and then shall be reduced under the Plan,
if such reductions are required for purposes of reducing allocations on a combined basis, to the limits of this Section 6.1. 

  

	6.2	Nondiscrimination Requirements for Pretax Contributions. 

  

	 	(a)	If the Plan is amended during a Plan Year to reduce or suspend Employer Safe Harbor Matching Contributions on future elective contributions in accordance with Treas. Reg. §
1.401(k)-3(g), then for such Plan Year and any future Plan Year in which the Plan does not satisfy the design-based safe harbor requirements of Code § 401(k)(12)(B), the amount of Pretax Contributions
must satisfy either subsection (1) or (2) below. 

  

	 	(1)	The Average Deferral Percentage for Highly Compensated Employees may not exceed one and twenty-five one-hundredths (1.25) times the Average Deferral Percentage for Non-highly Compensated Employees. 

  

	 	(2)	The Average Deferral Percentage for Highly Compensated Employees: 

  

	 	(i)	May not exceed two (2) times the Average Deferral Percentage for Non-highly Compensated Employees, and 


 

	 	(ii)	May not exceed the Average Deferral Percentage for Non-highly Compensated Employees by more than two (2) percentage points. 


The Committee may exclude Non-highly Compensated Employees who have not attained age 21 and do not
have at least one Year of Service from the calculation of the Average Deferral Percentage for Non-highly Compensated Employees. This special testing rule may only be used in any Plan Year in which the Plan
separately satisfies Code § 410(b)(1) with respect to the group of Participants who have not attained age 21 or do not have at least one Year of Service. 
  

	 	(b)	The Committee shall monitor the Plan throughout the Plan Year and may decrease or suspend the Pretax Contributions made by Highly Compensated Employees or any group of Highly Compensated Employees that would cause the
Plan to fail the nondiscrimination requirements of this Section. Any such decrease or suspension shall also be effective for purposes of determining Employer Matching Contributions made pursuant to Section 5.1. 


 

	 	(c)	If for any Plan Year it is determined that the nondiscrimination requirements described in subsection (a) above are not satisfied: 


  
 22 









	 	(1)	Certain Highly Compensated Employees shall have the Pretax Contributions made on their behalf reduced retroactively in accordance with the leveling method described in Section 6.4. 


 

	 	(2)	At the Committee’s sole discretion, a Highly Compensated Employee who has had the Pretax Contributions made on his behalf reduced under subsection (1) above shall have all or a portion of the amount of such
reduction (adjusted for any income (gains or losses), attributable to such amount) paid in cash to the Highly Compensated Employee. Payment shall be made within two and one-half
(2 1⁄2) months following the last day of the Plan Year for which the reduction was necessary, if practicable, but in no event later than the last day of
the Plan Year following such Plan Year. For any Plan Year, the amount of excess Pretax Contributions attributable to any Participant in a Plan Year shall be reduced by the amount of Pretax Contributions distributed to such Participant in accordance
with Section 4.1 for that Plan Year. 

  

	 	(3)	Income allocable to excess Pretax Contributions for the Plan Year in which they were made shall be determined under the alternative method set forth in Treas. Reg. §
1.401(k)-2(b)(2)(iv)(C) and for Plan Years commencing after December 31, 2005 and prior to January 1, 2008, only, allocable income shall also include income for the period between the end of such
Plan Year and the date of the distribution (the “gap period”) determined in accordance with the safe harbor method set forth in Treas. Reg. § 1.401(k)-2(b)(2)(iv)(E). 


 

	 	(4)	Any Employer Matching Contributions and any Employer Additional Matching Contributions attributable to excess Pretax Contributions (adjusted for any income (gains or losses), determined using the method described in
subsection (3) above) shall be forfeited immediately and shall be used to reduce future Employer Contributions under Sections 5.1, 5.2 and 5.3. 

  

	 	(5)	Any distribution of excess Pretax Contributions, adjusted for any allocable income (gains or losses), shall be made (pro rata if applicable) from the Investment Funds in which such excess contributions were invested.


  

	 	(d)	Notwithstanding the foregoing, the Employer may, in its sole discretion, make Qualified Non-elective Contributions on behalf of Eligible Employees who are Non-highly Compensated Employees in an amount sufficient to satisfy the nondiscrimination requirements of this Section 6.2. Such contributions shall be allocated based on the ratio by which each such Eligible
Employee’s Compensation bears to the total Compensation of all such Eligible Employees for the Plan Year. Any Qualified Non-elective Contributions made to the Plan shall be fully vested at all times and,
except as otherwise provided in Article 9, shall be treated as Pretax Contributions for purposes of determining whether they may be distributed from the Plan. 


  
 23 









	6.3	Nondiscrimination Requirements for Employer Matching Contributions and Employer Additional Matching Contributions. 

  

	 	(a)	If the Plan is amended during a Plan Year to reduce or suspend Employer Safe Harbor Matching Contributions on future elective contributions in accordance with Treas. Reg. §
1.401(m)-3(h), then for such Plan Year and any future Plan Year in which the Plan does not satisfy the safe harbor requirements of Code §§ 401(k)(12)(B) and 401(m)(11), the amount of Employer Safe
Harbor Matching Contributions and/or Employer Additional Matching Contributions must satisfy either subsection (1) or (2) below. 

  

	 	(1)	The Average Contribution Percentage for Highly Compensated Employees may not exceed one and twenty-five one-hundredths (1.25) times the Average Contribution Percentage for Non-highly Compensated Employees. 

  

	 	(2)	The Average Contribution Percentage for Highly Compensated Employees: 

  

	 	(i)	may not exceed two (2) times the Average Contribution Percentage for Non-highly Compensated Employees, and 


 

	 	(ii)	may not exceed the Average Contribution Percentage for Non-highly Compensated Employees by more than two (2) percentage points. 


The Committee may exclude Non-highly Compensated Employees who have not attained age 21 and do not have
at least one Year of Service from the calculation of the Average Contribution Percentage for Non-highly Compensated Employees. This special testing rule may only be used in any Plan Year in which the Plan
separately satisfies Code § 410(b)(1) with respect to the group of Participants who have not attained age 21 or do not have at least one Year of Service. 
  

	 	(b)	If for any Plan Year it is determined that the nondiscrimination requirements described in subsection (a) above are not satisfied: 


 

	 	(1)	Certain Highly Compensated Employees shall have the total of their Employer Matching Contributions and Employer Additional Matching Contributions reduced retroactively in accordance with the leveling method described in
Section 6.4. 

  

	 	(2)	A Highly Compensated Employee who has had the total of his Employer Matching Contributions and Employer Additional Matching Contributions reduced in accordance with this subsection (b) shall have the amount of such
reduction taken from the Highly Compensated Employee’s Employer Matching Contributions for the Plan Year. 

  

	 	(3)	Non-forfeitable Employer Matching Contributions reduced in accordance with this subsection (b) (adjusted for any income (gains or losses) attributable to such amount) shall be
paid in cash to the Highly Compensated Employee. Payment shall be made within two and one-half (2 1⁄2) months
following the last day of the Plan Year for which the reduction was necessary, if practicable, but in no event later than the last day of the Plan Year following such Plan Year. 


  
 24 









	 	(4)	Forfeitable Employer Matching Contributions reduced in accordance with this subsection (b) (adjusted for any income (gains or losses) attributable to such amount) shall be forfeited immediately and shall be used to
reduce future Employer contributions under Sections 5.1, 5.2 and 5.3. 

  

	 	(5)	Income allocable to excess Employer Matching Contributions for the Plan Year in which they were made shall be determined under the alternative method set forth in Treas. Reg. § 1.401(m)- 2(b)(2)(iv)(C) and for Plan
Years commencing after December 31, 2005 and prior to January 1, 2008, only, allocable income shall also include income for the period between the end of such Plan Year and the date of the distribution (the “gap period”)
determined in accordance with the safe harbor method set forth in Treas. Reg. § 1.401(m)- 2(b)(2)(iv)(E). 

  

	 	(6)	Any distribution of excess Employer Matching Contributions, adjusted for any allocable income (gains or losses), shall be made (pro rata if applicable) from the Investment Funds in which such excess contributions were
invested. 

  

	 	(c)	Notwithstanding the foregoing, the Employer may, in its sole discretion, make Qualified Non-elective Contributions on behalf of Eligible Employees who are Non-highly Compensated Employees in an amount sufficient to satisfy the nondiscrimination requirements of this Section 6.3. Any Qualified Non-elective Contributions made
to the Plan shall be fully vested at all times and, except as otherwise provided in Article 9, shall be treated as Pretax Contributions for purposes of determining whether they may be distributed from the Plan. 


 

	6.4	Leveling Method. 

  

	 	(a)	Average Deferral Percentage Test Failure. If the nondiscrimination requirements of Section 6.2(a) are not met, the amount of Excess Contributions to be distributed from a Highly Compensated Employee’s
account is determined as follows: Excess Contributions are allocated to the Highly Compensated Employees with the largest amounts of Pretax Contributions taken into account in calculating the Average Deferral Percentage test for the year in which
the excess arose, beginning with the Highly Compensated Employee with the largest amount of such Pretax Contributions and continuing in descending order until all the Excess Contributions have been allocated. To the extent a Highly Compensated
Employee has not reached his Catch-up Contribution limit under the Plan, Excess Contributions allocated to such Highly Compensated Employee are Catch-up Contributions
and will not be treated as Excess Contributions. Excess Contributions shall be treated as annual additions under the Plan even if distributed. Excess contributions, plus or minus any Income allocable to excess contributions, shall be distributed no
later than the 12 months after a Plan Year to Participants whose Accounts received an allocation of excess contributions for the Plan Year, except to the extent such excess contributions are classified as
catch-up contributions. If such excess contributions are distributed more than 2-1/2 months after the last day of the Plan Year to which the excess contributions relate,
a 10% excise tax will be imposed on the Company with respect to such amounts. 


  
 25 









	 	Excess Contributions mean, with respect to any Plan Year, the excess of (i) the aggregate amount of Pretax Contributions actually taken into account in computing the Average Deferral Percentage of Highly Compensated
Employees for such Plan Year, over (ii) the maximum amount of such contributions permitted by the Average Deferral Percentage test (determined by hypothetically reducing contributions made on behalf of Highly Compensated Employees in order of
the Average Deferral Percentages, beginning with the highest of such percentages). 

  

	 	(b)	Average Contribution Percentage Test Failure. If the nondiscrimination requirements of Section 6.3(a) are not met, the amount of Excess Aggregate Contributions to be distributed (or forfeited to the extent
forfeitable) from a Highly Compensated Employee’s account is determined as follows: Excess Aggregate Contributions are allocated to the Highly Compensated Employees with the largest Contribution Percentage amounts taken into account in
calculating the Average Contribution Percentage 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
the Excess Aggregate Contributions have been allocated. Excess Contributions shall be treated as Annual Additions under the Plan even if distributed. 


Excess Aggregate Contributions mean, with respect to any Plan Year, the excess of (1) the aggregate amount of Contribution Percentage
amounts taken into account in computing the numerator of the Contribution Percentage on behalf of Highly Compensated Employees for such Plan Year, over (2) the maximum Contribution Percentage amounts permitted by the Average Contribution
Percentage 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). 

 

	6.5	Aggregation of Plans. In the event this Plan is aggregated with any other plan maintained by an Employer or Affiliated Employer and treated as a single plan for purposes of Code §§ 401(a)(4) and 410(b)
(other than § 410(b)(2)(A)(ii)), all Pretax Contributions, Employer Matching Contributions, Employer Basic Contributions and Employer Additional Matching Contributions made under such plans shall be treated as made under a single plan, and if
two or more of such plans are permissively aggregated for purposes of Code §§ 401(k) and 401 (m), such plans shall be treated as a single plan for purposes of satisfying Code §§ 401(a)(4) and 410(b). 


Plans may be aggregated in order to satisfy the ADP test only if they have the same plan year and use the same ADP testing method. Even if not
aggregated for purposes of Code § 401(a)(4) or 410(b), the deferral percentage of any Participant who is a Highly Compensated Employee and eligible to have elective contributions allocated to his account pursuant to two or more plans or
arrangements described in Code § 401(k) and maintained by the Employer shall be determined as if all such contributions were made pursuant to a single arrangement. 
  

	6.6	Disaggregation of Plan. Notwithstanding anything contained in the Plan to the contrary, in the event the mandatory disaggregation rules of Treas. Reg. §
1.401(k)-1(b)(4)(v) and/or 1.401(m)- 1(b)(4)(iv) require that this Plan be treated as two (2) or more separate plans, the provisions of the Plan shall be applied separately with respect to each deemed separate
plan, as required by law. 


  
 26 








 In the case of a deemed separate plan that covers Eligible Employees employed within a
classification with respect to which retirement benefits have been the subject of collective bargaining, the provisions of Sections 6.2 shall apply to such deemed separate plan and the provisions of Section 6.3 shall be deemed satisfied by such
deemed separate plan. 

  
 27 








 ARTICLE 7 

PARTICIPANT ACCOUNTS 
  

	7.1	Participant Accounts. The Committee shall establish the following accounts for each Participant, as appropriate: 

  

	 	(a)	Pretax Account. The value of Pretax Contributions made on behalf of each Participant shall be accounted for in his Pretax Account. 


 

	 	(b)	After-tax Account. The value of each Participant’s After-tax Contributions shall be accounted for in his After-tax Account. A Participant’s After-tax Contributions made before January 1, 1987, and After-tax Contributions made
after December 31, 1986, shall be separately accounted for in subaccounts established for such contributions within the Participant’s After-tax Account. 


 

	 	(c)	Rollover Account. The value of a Participant’s Rollover Contributions shall be accounted for in his Rollover Account. 

  

	 	(d)	Employer Account. The value of Employer Matching Contributions, Employer Safe Harbor Matching Contributions, Employer Basic Contributions, and Employer Additional Matching Contributions made on behalf of each
Participant shall be accounted for in his Employer Account. The value of the following contributions shall be accounted for in a separate subaccount established within the Employer Account for each type of contribution 


 

	 	(1)	Qualified Non-Elective, Contributions made pursuant to sections 6.2 and 6.3; and 

  

	 	(2)	Employer Safe Harbor Matching Contributions made for periods on and after January 1, 2005. 

  

	 	(e)	Loan Account. If a Participant takes a loan from the Plan pursuant to Section 9.5, the promissory note shall be accounted for in his Loan Account. 


 

	 	(f)	Catch-up Account. This account shall be credited with the Participant’s Catch-up Contributions. The Catch-up Account shall be fully vested and non-forfeitable at all times. 


The maintenance of such Accounts is for accounting purposes only and segregation of the Fund’s assets shall not be required. Contributions
shall be allocated to Participants’ Accounts in accordance with the provisions of Sections 4.7 and 5.4, as applicable. 
  

	7.2	Allocations to Accounts. As of each Valuation Date, the Funding Agent shall determine the fair market value of the Fund and the Committee shall determine the fair market value of each Participant Account. The
Account balances of each Participant shall be adjusted on a reasonable and consistent basis to reflect the following events since the preceding Valuation Date: 

  

	 	(a)	Forfeitures and distributions from his Accounts; 

  

	 	(b)	Investment elections and his pro rata share of gains/losses and expenses of the investment funds in which his Account balances are invested; 


  
 28 









	 	(c)	His Pretax, Rollover and Catch-up Contributions, if any; 

  

	 	(d)	Any allocations of Employer contributions made pursuant to Sections 5.1, 5.2 and 5.3; and 

  

	 	(e)	Other credits and charges properly allocable. 

 The Funding Agent shall value the Fund pursuant
to the terms of the Trust agreement. In determining the value of each Participant’s Account, the Committee shall exercise its best judgment. All determinations of value by the Funding Agent and the Committee shall be binding upon all
Participants and their Beneficiaries. All allocations shall be deemed to have been made as of the Valuation Date, regardless of when allocations are actually made. 

The Committee shall also have the right to authorize the Funding Agent to determine the fair market value of the Fund on a date other than a
Valuation Date when it deems it necessary to preserve the assets of the Plan. 
  

	7.3	Separate Contracts Maintained. The Plan shall maintain as a separate contract the Participant’s subaccount for After-tax Contributions made before January 1,
1987, and earnings thereon, Pretax Account and Employer Account. Any withdrawal or distribution hereunder shall be charged against the separate contracts in the following order: 


 

	 	(a)	From the contract containing the Participant’s subaccount for his After-tax Contributions made before January 1, 1987, up to the amount of such contributions, and


  

	 	(b)	From the contract containing the Participant’s Pretax Account, Employer Account, Rollover Account and Catch-up Account and the contract containing the subaccount for After-tax Contributions made before 1987. 


  
 29 








 ARTICLE 8 

INVESTMENT OF CONTRIBUTIONS 
  

	8.1	Investment Funds. The agreement entered into between the Company and the Funding Agent pursuant to Section 14.1 to invest and retain the assets of the Plan shall provide at least four (4) investment
fund options in which Participants can invest their Pretax Contributions, After-tax Contributions, Employer Matching Contributions, Employer Safe Harbor Matching Contributions, Employer Basic Contributions,
Employer Additional Matching Contributions, Qualified Non-elective Contributions, Rollover Contributions and Catch-up Contributions. Those funds shall be selected by the
Committee, including an Employer Common Stock Fund — a fund invested in the common stock of the Employer. Effective for contributions on and after September 1, 2009, no Employer Matching Contributions, Employer Safe Harbor Matching
Contributions, Employer Basic Contributions, Employer Additional Matching Contributions or Qualified Non-elective Contributions can be invested in an Employer Common Stock Fund. 


Pending investment and disbursement, the Fund may be invested in investments of a short-term nature. 

 

	8.2	Election of Investment Fund for Contributions. A Participant shall direct, at the time he becomes a Participant in the Plan or on forms and in the manner prescribed by the Committee, the investment funds
described in Section 8.1 in which his Pretax Contributions, After-tax Contributions, Employer Matching Contributions, Employer Safe Harbor Matching Contributions, Employer Basic Contributions, Employer
Additional Matching Contributions, Rollover Contributions and Catch-up Contributions are to be invested. Each Participant may direct that his Participant Contributions be invested in one or more Funds except
that effective for contributions on and after September 1, 2009, no Employer Matching Contributions, Employer Safe Harbor Matching Contributions, Employer Basic Contributions, Employer Additional Matching Contributions or Qualified Non-elective Contributions can be invested in an Employer Common Stock Fund. Qualified Non-elective Contributions shall be invested in the same manner as the
Participant’s Employer Matching Contributions are directed to be invested. If the Participant elects to have his deposits invested in more than one Fund, the investment in each Fund must be an even multiple of 1% of the total Participant’s
contributions. In the event that no investment direction is given by the Participant, then the entire amount shall be invested in the fund designated by the Committee as the default investment option. 


 

	8.3	Change in Election of Investment Fund for Future Contributions. Subject to the limitations of Section 8.2, any investment election directed by the Participant shall continue in effect until changed by the
Participant. A Participant may change the type of investment election to be applicable to his future contributions. Any change in investment election will be determined in accordance with procedures for implementing such change to be determined by
the Committee. Any such procedure will be applied uniformly to all Participants. 

  

	8.4	Change in Election of Investment Fund for Past Contributions. Subject to any limitations imposed by the Funding Agent and/or the Committee, a Participant may in the manner prescribed by the Committee, transfer
all or a portion of the value of his Accounts from one investment fund to another fund. Transfers may be made at any time during the Plan Year and shall become effective on the business day following the date that instructions are properly conveyed
to the Committee, or as 


  
 30 








 soon as practicable thereafter. The Plan does not impose restrictions or conditions on the
Participant’s ability to direct divestment of the Participant’s interest in the Employer Common Stock Fund and reinvestment in other Plan investment funds other than restrictions or conditions imposed by reason of the application of
securities laws or as otherwise permitted under Treas. Reg. § 1.401(a)(35)-1 or other applicable guidance. 

  
 31 








 ARTICLE 9 

WITHDRAWALS AND LOANS 
  

	9.1	Withdrawals and Loans — In General. 

  

	 	(a)	Except as otherwise provided in this Article 9, no portion of a Participant’s Accounts may be distributed to him while he is an Employee. 


 

	 	(b)	A Participant who is an Employee shall have no right to withdraw any portion of the Qualified Non-elective Contribution subaccount to his Employer Account. 


 

	 	(c)	A Participant who is an Employee may make withdrawals from his After-tax Account, as provided in Section 9.2. 


 

	 	(d)	A Participant who is an Employee may make Hardship Withdrawals from his Accounts, as provided in Section 9.3. 

  

	 	(e)	A Participant who is an Employee may borrow from his Accounts, as provided in Section 9.5. 

  

	 	(f)	A Participant who is at least age 59 1⁄2 may receive a distribution of his vested Accounts as provided in Section 9.6.


  

	9.2	Withdrawal of After-tax Contributions. A Participant may, at any time, request a distribution of all or any portion of his After-tax
Account in accordance with procedures prescribed by the Committee. 

  

	9.3	Hardship Withdrawals. 

  

	 	(a)	A Participant who is an Employee may, in the event of an “immediate and heavy financial need”, be permitted to make a Hardship Withdrawal from his Accounts. For purposes of this Section 9.3, the term
“immediate and heavy financial need” means: 

  

	 	(1)	Expenses for (or necessary to obtain) medical care that would be deductible by the Participant under Code § 213(d) (determined without regard to whether the expenses exceed 7.5% of adjusted gross income);


  

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

  

	 	(3)	Payment of tuition, related educational fees and room and board expenses, for up to the next twelve (12) months of post-secondary education for the Participant or his Spouse, children or dependents (as defined in
Code § 152, without regard to §§ 152(b)(1), (b)(2) and (d)(1)(B) thereof); 

  

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


  
 32 









	 	(5)	Payments for burial or funeral expenses for the Participant’s deceased parent, spouse, children or dependents (as defined in Code § 152, without regard to § 152(d)(1)(B) thereof); 


 

	 	(6)	Payments for expenses for the repair of damage to the Participant’s principal residence that would qualify for the casualty deduction under Code § 165 (determined without regard to whether the loss exceeds 10%
of adjusted gross income); and 

  

	 	(7)	Any other expenses that the Internal Revenue Service announces as qualifying as a “hardship” under Code § 401(k). 

  

	 	(b)	For a Hardship Withdrawal to be granted, the following requirements must be met: 

  

	 	(1)	The amount of the withdrawal must not be in excess of the amount necessary to alleviate the Hardship, but may include amounts necessary to pay any Federal, State and local income taxes or penalties reasonably expected
to result from the distribution. 

  

	 	(2)	The Participant must have made all withdrawals, other than Hardship Withdrawals, and taken all nontaxable loans currently available to him under this Plan and any other plan maintained by an Employer or Affiliated
Employer. 

  

	 	(3)	Notwithstanding the provisions of Sections 4.1 and 4.2, the Participant shall not be permitted to have elective deferrals made on his behalf or to make employee contributions to the Plan or any other plan maintained by
an Employer or Affiliated Employer during the six (6) month period following his receipt of a Hardship Withdrawal. For this purpose, the phrase “any other plan maintained by an Employer or Affiliated Employer” means all qualified and
nonqualified plans of deferred compensation maintained by an Employer or Affiliated Employer. The phrase includes a stock option, stock purchase, or similar plan, or a cash or deferred arrangement under a cafeteria plan (within the meaning of Code
§ 125), but does not include a health or welfare benefit plan, including one that is part of such a cafeteria plan. 

  

	 	(c)	The amount necessary to fund the Hardship Withdrawal shall be taken from the Participant’s Accounts (to the extent vested) excluding (i) the value of the Participant’s Qualified Nonelective Contributions,
Employer Safe Harbor Matching Contributions (made for periods on and after January 1, 2005) and Employer Additional Matching Contributions (made for periods on and after January 1, 2005) subaccounts and (ii) earnings after
December 31, 1988 on the Participant’s Pretax Contributions and Catch-up Contributions. Unless determined otherwise by the Committee, withdrawals shall generally be made pro rata from the investment
funds in which the Participant’s Accounts from which the withdrawals are made are invested. 

  

	 	(d)	A request for a Hardship Withdrawal shall be made on forms and/or in the manner prescribed by the Committee. The Committee shall establish a uniform and nondiscriminatory policy for reviewing withdrawal applications and
any determination made by the Committee shall be final but subject to appeal under Section 13.6. 


  
 33 









	9.4	Valuation and Payment of Withdrawals. In the event of a withdrawal under this Article 9, the value of a Participant’s Accounts shall be determined by the Trustee as of the Valuation Date coincident with or
next following the date on which the Trustee receives instructions from the Committee to make the withdrawal. Withdrawals shall be paid to the Participant in cash on the earliest practicable date following the aforementioned Valuation Date.


  

	9.5	Loans. A Participant who is an Employee and any other Participant who is a party-in-interest within the meaning of
Section 3(14) of ERISA may, on forms and/or in accordance with procedures prescribed by the Committee, apply to borrow from the value of the non-forfeitable portion of his Accounts. 


 

	9.6	In-Service Distributions. A Participant may, at any time after attaining age
59 1⁄2, request a distribution of all or any portion of his vested Account balances in accordance with procedures prescribed by the Committee. Participant may
withdraw all or any portion of his Rollover Account at any age in accordance with procedures prescribed by the Committee. 


  
 34 








 ARTICLE 10 

ENTITLEMENT TO BENEFITS 
  

	10.1	Retirement. A Participant who retires from employment with an Employer or Affiliated Employer on or after his Normal Retirement Age shall be entitled to receive a retirement benefit equal to one hundred percent
(100%) of the value of his Accounts. 

  

	10.2	Disability. A Disabled Participant whose Disability began while he was an Employee shall be entitled to receive a disability benefit equal to one hundred percent (100%) of the value of his Accounts.


  

	10.3	Termination of Employment. A Participant’s Pretax Contributions, Qualified Nonelective Contributions, Safe Harbor Matching Contributions, Additional Matching Contributions, and earnings attributable to these
contributions shall be distributed on account of the Participant’s Termination or severance from employment. However, such a distribution shall be subject to the other provisions of the Plan regarding distributions, other than provisions that
require a separation from service before such amounts may be distributed. A Participant who incurs a Termination for any reason other than retirement in accordance with Section 10.1, Disability in accordance with Section 10.2, or death in
accordance with Section 10.6 shall be entitled to receive: 

  

	 	(a)	one hundred percent (100%) of the value of his Pretax Account; 

  

	 	(b)	one hundred percent (100%) of the value of his After-tax Account; 

  

	 	(c)	one hundred percent (100%) of the value of his Rollover Account; 

  

	 	(d)	one hundred percent (100%) of the value of the Qualified Non-elective Contribution subaccount of his Employer Account; and 


 

	 	(e)	one hundred percent (100%) of the value of the Safe Harbor Matching Contribution subaccount of his Employer Account; 

  

	 	(f)	a percentage of the value of his Employer Account, excluding Safe Harbor Matching Contributions, Qualified Non-elective Contributions, and accounts listed in Article 18 as having
separate vesting provisions, based on his Years of Vesting Service in accordance with the following schedule: 

  

					
	 If the Participant’s Years

of Vesting Service Are:
	  	The Vested Portion is:	 
	 Less than 5
	  	 	50	% 
	 5 or more
	  	 	100	% 

 For Plan Years beginning on and after January 1, 2002, a percentage of his Employer Account, excluding
Safe Harbor Matching Contributions, Qualified Non-elective Contributions, and accounts listed in Article 18 as having separate vesting provisions, based on his Years of Vesting Service in accordance with the
following schedule: 

  
 35 









					
	 If the Participant’s Years

of Vesting Service Are:
	  	The Vested Portion is:	 
	 Less than 3
	  	 	50	% 
	 3 or more
	  	 	100	% 

 If the Plan’s vesting schedule is amended, including an amendment caused by the automatic change to or
from a top-heavy vesting schedule in accordance with Article 16, Participants with at least three Years of Service at the later of the date the amendment is adopted or the date the amendment becomes effective,
shall automatically be vested, from that point forward, in the greater of the amount vested under the vesting schedule as amended or the amount vested under the vesting schedule in effect prior to amendment. 

 

	10.4	Vesting on Plan Termination. In the event of termination or partial termination of the Plan, each affected Participant shall be one hundred percent (100%) vested in his Account. The foregoing sentence shall not
apply to a Participant who has received full distribution of his Account (including a Participant who is deemed to have been cashed out pursuant to Section 10.5) or who has incurred five (5) consecutive One Year Breaks in Service.


  

	10.5	Forfeitures. 

  

	 	(a)	A Participant who is not 100% vested in his Accounts and who has a termination of employment as described in Section 10.3 shall forfeit the nonvested portion as of the earlier of (a) the date the Participant
receives a distribution of his entire vested Accounts after his Termination Date or (b) the last day of five (5) consecutive One-Year Breaks in Service following the Participant’s Termination
Date or a five (5) year Period of Severance, as applicable. Forfeited amounts shall be applied as set forth in Section 5.5. 

  

	 	(b)	If a Participant again becomes an Eligible Employee prior to incurring five (5) consecutive One-Year Breaks in Service or a five (5) year Period of Severance, as
applicable, but after receiving a distribution (or distributions) which caused the nonvested portion of his Account to be forfeited, he shall have the right to repay to the Plan the entire amount of the distribution(s) he received. The repayment
must be made in a single sum 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 (5) consecutive One-Year Breaks or a five
(5) year Period of Severance, as applicable, in Service which began after the date of the distribution. 

 Amounts that are
restored pursuant to this Section 10.5(b) shall equal the amount forfeited, unadjusted for any gains or losses that would have resulted had the amount not been forfeited. The Participant shall continue to vest in any benefit restored pursuant
to this Section 10.5(b) in accordance with the provisions of Section 10.3(e). 
  

	 	(c)	If a distribution has been made to a Participant from his Employer Account at a time when he has less than a one hundred percent (100%) non-forfeitable interest in his Employer
Account, the vesting schedule in Section 10.3(e) will thereafter apply only to the portion of the Employer Account attributable to Employer Matching Contributions and Employer Additional Matching 


  
 36 









	 	Contributions allocated after such distribution. The balance in the Account immediately after such distribution shall be maintained in a separate account for the purpose of determining the Participant’s non-forfeitable interest therein at any later time. The Participant’s non-forfeitable percentage in the portion of his Employer Account held in such separate account at
any later time shall be the (a) Participant’s non-forfeitable percentage of the sums of such separate account at such later time plus all prior distributions from such account, minus (b) all
prior distributions from such account. 

  

	 	(d)	Effective January 1, 2008, if a de minimus distribution ($20 or less) is made to a Participant and mailed via first class mail to his last known address and the Participant fails to cash such distribution within a
reasonable amount of time, such distribution shall be forfeited at such time as the Committee shall determine in its sole discretion. The Committee shall not be required to further pursue such Participant if the reasonable direct costs of locating
such Participant would exceed the amount of the distribution. If, however, such a Participant later files a claim for such benefit, the benefit will be reinstated without any interest earned thereon. 


 

	10.6	Death. 

  

	 	(a)	A death benefit shall be payable to the Beneficiary of a Participant who dies while actively employed by an Employer or Affiliated Employer. The death benefit shall be equal to one hundred percent (100%) of the value of
the Participant’s Account. 

  

	 	(b)	A death benefit shall be payable to the Beneficiary of a Participant who dies after his Termination Date but prior to receiving the full value of the non-forfeitable portion of
his Accounts. This death benefit shall be equal to the value of the undistributed, non-forfeitable portion of such Accounts. 


 

	 	(c)	The value of a Participant’s Account shall be determined as of the Valuation Date coincident with or next following the date the Committee receives proper notification of the Participant’s death and shall be
distributed in accordance with Sections 11.1 and 11.2. 

  

	10.7	Beneficiary. 

  

	 	(a)	Each Participant shall have the right to designate, on forms provided by the Committee, one or more Beneficiaries to receive any amount that may be payable under the Plan because of such Participant’s death. A
Participant shall have the right to revoke or change his Beneficiary designations at any time. If no Beneficiary is designated, the Beneficiary cannot be found, or if the designated Beneficiary is deceased, any amount payable under the Plan shall be
paid to the Spouse, if any, of the Participant. If the Participant has no Spouse, or if the Spouse is deceased, any amount payable under the Plan shall be paid to the estate of the Participant. 


 

	 	(b)	A Beneficiary designation shall not be effective for any purpose unless and until the Participant has properly filed it with the Committee. However, a Beneficiary designation mailed by the Participant to the Committee
prior to his death and received by the Committee after his death shall take effect upon such receipt, but prospectively only and without prejudice to any payor or payee on account of payments made before receipt by the Committee. 


  
 37 









	 	(c)	Before making distribution to a Beneficiary, the Committee may require such proof of death and such evidence of the right of any person to receive all or part of any benefit payable upon the death of the Participant, as
the Committee may deem desirable. The Committee’s determination of the fact of death of a Participant and of the right of any person to receive distribution as a result thereof shall be conclusive upon such person or persons having or claiming
any right to any benefit payable with respect to the Participant. 

  

	 	(d)	Notwithstanding the foregoing, the Beneficiary of a Participant who is legally married at the time of death shall be the Participant’s Surviving Spouse unless the Surviving Spouse has consented in writing to the
Participant’s designation of another Beneficiary and such consent acknowledges the effect of the designation, names the specific Beneficiary or class of Beneficiaries (if applicable), and is witnessed by a Plan representative or a notary
public. Notwithstanding the foregoing, if the Participant establishes to the satisfaction of the Committee that such consent cannot be obtained because there is no Spouse or the Spouse cannot be located, the Spouse will be deemed to have consented
to the designation of such other Beneficiary. 

  

	10.8	Elective Deemed Military Severance. Effective January 1, 2011, if a Participant performs service in the uniformed services (as defined in Code §414(u)(12)(B)) on active duty for a period of more than 30
days, the Participant will be deemed to have a severance from employment solely for purposes of eligibility for distribution of Participant’s vested Accounts with the vesting determined as though the Participant had a termination of employment.
However, the Plan will not distribute such a Participant’s Account because of this deemed severance unless the Participant specifically elects to receive a distribution of the Participant’s vested Account pursuant to this
Section 10.8. If a Participant elects to receive a distribution of the Participant’s vested Account because of this elective deemed military severance, then the individual may not make Pretax Contributions or
Catch-Up Contributions during the 6-month period beginning on the date of the distribution. If a Participant would be entitled to a distribution on account of an
elective deemed military severance pursuant to this Section 10.8, and a distribution on account of another Plan provision (such as a qualified reservist distribution pursuant to Section 10.9), then the other Plan provision will control and
the 6-month suspension will not apply. 

  

	10.9	Qualified Reservist Distribution. Effective January 1, 2011, a Participant may receive a distribution of the Participant’s vested Account if such distribution constitutes a Qualified Reservist
Distribution. A “Qualified Reservist Distribution” is any distribution to an individual who is ordered or called to active duty after September 11, 2001, if: (i) the distribution is from amounts attributable to elective deferrals
in a 401(k) plan; (ii) the individual was (by reason of being a member of a reserve component, as defined in section 101 of title 37, United States Code) ordered or called to active duty for a period in excess of 179 days or for an indefinite
period; and (iii) the Plan makes the distribution during the period beginning on the date of such order or call, and ending at the close of the active duty period. 


  
 38 








 ARTICLE 11 

DISTRIBUTION OF BENEFITS 
  

	11.1	Form of Benefit Payment. Subject to the provisions of Section 11.5, a Participant may elect to receive the value of his Accounts to which he is entitled under the Plan pursuant to Article 10 in any one of
the following forms: 

  

	 	(a)	A single sum of cash equal to the value of his Accounts. 

  

	 	(b)	Full shares of stock attributable to his Account in the Employer Common Stock Fund and a single sum of cash equal to the total of the value of any fractional share of such stock and the value of his Accounts in the
other investment funds under the Plan. For the purpose of determining the value of a share of Common Stock, shares will be valued based on the average of the high and low prices reported on the Composite Transactions listing for the New York Stock
Exchange for the relevant Valuation Date. 

 A Beneficiary who is entitled to a death benefit under Section 10.6 may elect
to receive the value of the Participant’s Account paid to him solely in the manner provided in (a) or (b) above. 
 A Participant
or Beneficiary shall elect the form of payment on forms and in the manner prescribed by the Committee. 
  

	11.2	Benefit Commencement. The Plan shall begin distribution to a Participant or Beneficiary as soon as practicable after the Valuation Date coincident with or next following the Participant’s retirement,
becoming a Disabled Participant, Termination Date or death, and the completion of any forms (including consents) required for such distribution. Notwithstanding the foregoing, no distribution shall be made without the Participant’s (or, if
applicable, Surviving Spouse’s) consent before the latest date set forth under the last paragraph of this Section 11.2, except as otherwise provided with respect to small payments under Section 11.5. The Committee shall furnish to
each Participant a general description of the material features of the optional forms of benefit payment available under Section 11.1, and each Participant shall affirmatively consent to such benefit payment, no more than 180 days and at least
30 days before the date as of which benefits are to be distributed to the Participant. In accordance with IRS regulations, distributions may commence less than 30 days after the explanation described above is provided to the Participant, provided
that the Participant is informed that he has a period of at least 30 days after receiving the explanation to consider the decision of whether or not to elect a distribution (and a particular form of benefit payment), and the Participant, after
receiving the explanation, affirmatively elects a distribution. The Committee shall also provide a description of a Participant’s right, if any, to defer receipt of a distribution and describe the consequences of failing to defer receipt of the
distribution. 

 Any amounts that may be credited to a Participant’s Employer Account after the payment of the value of
such Account shall be paid as soon as practicable after the Valuation Date coincident with such amounts being credited to the Participant’s Employer Account. Except as provided under Section 11.5, a Participant or Surviving Spouse may
elect to delay the distribution of his Account payable pursuant to Section 10.1, 10.2 or 10.3, subject to the requirements of this Section and Section 11.3. 

  
 39 








 Notwithstanding the foregoing, if a Participant who is a former Employee or a Surviving Spouse
fails to elect a form of benefit payment, distribution from the Plan, payable in a single sum of cash pursuant to Section 11.1(a), shall commence no later than sixty (60) days after the end of the Plan Year in which the latest of the
following occurs: 
  

	 	(a)	the Participant attains or would have attained age sixty-five (65); 

  

	 	(b)	the Participant terminates employment with all Employers and Affiliated Employers; or 

  

	 	(c)	the Participant’s fifth (5th) anniversary of commencement of participation in the Plan. 

  

	11.3	Minimum Required Distributions. The requirements of this Section will take precedence over any inconsistent provisions of the Plan. All distributions required under this Section will be determined and made in
accordance with Code § 401(a)(9), including the incidental death benefit requirement in Code § 401(a)(9)(G), and Treasury Regulation §§ 1.401(a)(9)-2 through
1.401(a)(9)-9. Notwithstanding the other provisions of this article, distributions may be made under a designation made before January 1, 1984, in accordance with section 242(b)(2) of the Tax Equity and
Fiscal Responsibility Act (TEFRA) and the provisions of the Plan that relate to section 242(b)(2) of TEFRA. 

  

	 	(a)	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: 

  

	 	(A)	If the Participant’s Surviving Spouse is the Participant’s sole designated beneficiary, then, except as provided in subsection 11.3(a)(2)(D) below, distributions to the Surviving Spouse will begin by
December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age
70 1⁄2, if later. 

  

	 	(B)	If the Participant’s Surviving Spouse is not the Participant’s sole designated beneficiary, then, except as provided in Section 11.3(a)(2)(E) below, distributions to the designated beneficiary will begin
by December 31 of the calendar year immediately following the calendar year in which the Participant died. 

  

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


  
 40 









	 	(D)	If the Participant’s Surviving Spouse is the Participant’s sole designated beneficiary and the Surviving Spouse dies after the participant but before distributions to the Surviving Spouse begin, this
Section 11.3(a)(2), excluding subsection 11.3(a)(2)(A), will apply as if the Surviving Spouse were the Participant. 

  

	 	(E)	Participants or beneficiaries may elect on an individual basis whether the 5-year rule or the life expectancy rule in sections 11.3(a)(2) and 11.3(c)(2) applies to distributions
after the death of a Participant who has a designated beneficiary. The election must be made no later than the earlier of September 30 of the calendar year in which distribution would be required to begin under section 11.3(a)(2), or by
September 30 of the calendar year which contains the fifth anniversary of the Participant’s (or, if applicable, Surviving Spouse’s) death. If neither the Participant nor the beneficiary makes an election under this
Section 11.3(a)(2)(E), distributions will be made in accordance with Sections 11.3(a)(2) and 11.3(c)(2). 

 For purposes
of this Section 11.3(a)(2) and Section 11.3(c), unless Section 11.3(a)(2)(D) applies, distributions are considered to begin on the participant’s required beginning date. If Section 11.3(a)(2)(D) applies, distributions are
considered to begin on the date distributions are required to begin to the Surviving Spouse under Section 11.3(a)(2)(A). 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 section 11.3(a)(2)(A)), 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 Sections 11.3(b) and 11.3(c). 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 § 401(a)(9) and the Treasury regulations. 

  

	 	(b)	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: 

  

	 	(A)	the quotient obtained by dividing the participant’s account balance as of the last day of the preceding calendar year by the distribution period in the Uniform Lifetime Table set forth in section 1.401(a)(9)-9 of the Treasury regulations, using the Participant’s age as of the Participant’s birthday in the distribution calendar year; or 


  
 41 









	 	(B)	if the Participant’s sole designated beneficiary for the distribution calendar year is the Participant’s Spouse, the quotient obtained by dividing the Participant’s account balance as of the last day of
the preceding calendar year by the number in the Joint and Last Survivor Table set forth in section 1.401(a)(9)-9 of the Treasury regulations, using the Participant’s and Spouse’s attained ages as of
the Participant’s and Spouse’s birthdays in the distribution calendar year. 

  

	 	(2)	Lifetime Required Minimum Distributions Continue Through Year of Participant’s Death. Required minimum distributions will be determined under this Section 11.3(b) beginning with the first
distribution calendar year and up to and including the distribution calendar year that includes the Participant’s date of death. 

  

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

  

	 	(1)	Death on or After Date Distributions Begin. 

  

	 	(A)	Participant Survived by Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is a designated beneficiary, the minimum amount that will be distributed for each
distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s account balance as of the last day of the preceding calendar year by the longer of the remaining life expectancy of
the participant or the remaining life expectancy of the Participant’s designated beneficiary, determined as follows: 

  

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


 

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


 

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


  
 42 









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

  

	 	(2)	Death Before Date Distributions Begin. 

  

	 	(A)	Participant Survived by Designated Beneficiary. If the Participant dies before the date distributions begin and there is a designated beneficiary, the minimum amount that will be distributed for each distribution
calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s account balance by the remaining life expectancy of the Participant’s designated beneficiary, determined as provided in
Section 11.3(c). 

  

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


 

	 	(C)	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 Section 11.3(a)(2)(A), this Section 11.3(c)(2) will apply as if the Surviving Spouse
were the Participant. 

  

	 	(d)	Definitions. For purposes of this Section 11.3, the following definitions shall apply: 

  

	 	(1)	Designated Beneficiary. The individual who is designated as the beneficiary as provided in the Plan and is the designated beneficiary under Code § 401(a)(9) and section
1.401(a)(9)-1, Q&A-4, of the Treasury regulations. 


  
 43 









	 	(2)	Distribution Calendar Year. A calendar year for which a minimum distribution is required. For distributions beginning before the Participant’s death, the first distribution calendar year is the calendar year
immediately preceding the calendar year which contains the Participant’s required beginning date. For distributions beginning after the Participant’s death, the first distribution calendar year is the calendar year in which distributions
are required to begin under section 11.3(a). 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. 

  

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


 

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


  

	 	(5)	Required Beginning Date. April 1 of the calendar year following the later of (a) the close of the calendar year in which the Participant attains age 70-1/2 or
(b) the close of the calendar year in which the Participant incurs a Termination, except that benefit distributions to a 5-percent owner (as defined in Code § 416) must commence by April 1 of
the calendar year following the calendar year in which the Participant attains age 70-1/2. 

  

	11.4	Eligible Rollover Distributions. 

  

	 	(a)	Notwithstanding any provision of the Plan to the contrary that would otherwise limit a Distributee’s election under this Section 11.4, a Distributee may elect, at the time and in the manner prescribed by the
Committee, to have any portion of an Eligible Rollover Distribution paid directly to an Eligible Retirement Plan specified by the Distributee in a direct rollover. 


 

	 	(b)	Definitions. For purposes of this section 11.4, the following definitions shall apply: 

  

	 	(1)	 Eligible Rollover Distribution. An Eligible Rollover Distribution is any distribution of all or any
portion of the balance to the credit of the Distributee, except that an Eligible Rollover Distribution does not include any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for
the life (or life expectancy) of the Distributee or the joint lives (or joint life expectancies) of the Distributee and the Distributee’s designated beneficiary, or for a specified period of ten years or more; any




  
 44 









	 	distribution to the extent such distribution is required under Code § 401(a)(9); any hardship withdrawal or any other distribution that is not an Eligible Rollover Distribution under applicable law. A portion of a
distribution shall not fail to be an Eligible Rollover Distribution merely because it is not includible in gross income (i.e., it consists of after-tax employee contributions); provided, however, that such
portion may be transferred only to an individual retirement account or annuity described in Code § 408(a) or (b) or a Roth IRA described in Code § 408A(b), or, by means of a direct rollover, to a qualified trust described in Code
§ 401(a) or an annuity contract described in Code § 403(b) that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution that is includible in gross income and the
portion of such distribution that is not so includible. 

  

	 	(2)	Eligible Retirement Plan. An Eligible Retirement Plan is an individual retirement account described in Code § 408(a), an individual retirement annuity described in Code § 408(b), an annuity plan
described in Code § 403(a), a qualified trust described in Code § 401(a) that accepts the Distributee’s Eligible Rollover Distribution. An Eligible Retirement Plan also includes an annuity contract described in Code § 403(b), a
Roth IRA described in Code § 408A(b), and an eligible plan under Code § 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. Notwithstanding the foregoing, (A) if any portion of an Eligible Rollover Distribution is attributable to payments or distributions from a Roth account, an
Eligible Retirement Plan with respect to such Roth account shall include only another designated Roth elective deferral account under an applicable retirement plan described in Code § 402A(e)(1) or a Roth IRA described in Code § 408A(b);
and (B) for eligible rollover distributions made to or for the benefit of a non-Spouse Beneficiary, an Eligible Retirement Plan shall include only an individual retirement account or annuity described in
Code § 408(a) or (b) or a Roth individual retirement account described in Code § 408A(b) established for the purpose of receiving the distribution on behalf of the non-Spouse Beneficiary.


  

	 	(3)	Distributee. A Distributee includes an Employee or former Employee. In addition, the Employee’s or former Employee’s Surviving Spouse and the Employee’s or former Employee’s Spouse or former
Spouse who is the alternate payee under a qualified domestic relations order, as defined in Code § 414(p), are Distributees with regard to the interest of the spouse or former spouse. A Distributee includes the Employee’s or former
Employee’s nonspouse designated beneficiary, in which case, the distribution can only be transferred to a traditional or Roth IRA established on behalf of the nonspouse designated beneficiary for the purpose of receiving the distribution.


  

	 	(4)	Direct Rollover. A Direct Rollover is a payment by the Plan to the Eligible Retirement Plan specified by the Distributee. 


  
 45 









	 	(5)	Direct Rollover Notice. The Plan administrator shall provide the Participant with notice of the right to elect payment in the form of a Direct Rollover of any portion of the Participant’s vested Account.
Such notice shall be provided at least 30 days, and no more than 180 days, before the date of distribution. Distribution of a Participant’s vested Account may not be made prior to 30 days from the date the Plan administrator provides the
Participant with this notice, unless the Participant makes an affirmative election as to the form of payment. Failure to elect a Direct Rollover within 30 days from the date the notice is provided to the Participant shall be deemed an election not
to make a Direct Rollover. 

  

	11.5	Small Payments. If, at the time a Participant incurs a Termination (including death), the value of the non-forfeitable portion of the Participant’s Accounts is one
thousand dollars ($1,000) or less for Terminations occurring in or entitlements arising in Plan Years beginning on or after March 28, 2005, such value shall be immediately distributed to the Participant or Surviving Spouse (if applicable). The
value of the Account shall be determined as of the Valuation Date coincident with or next following the Participant’s Termination Date, the date on which the Participant becomes a Disabled Participant or the date the Participant’s death is
properly reported to the Committee, as the case may be, and shall be distributed as soon as practicable following such Valuation Date. The consent of the Participant or Surviving Spouse shall not be necessary to make such payment. A mandatory
distribution shall be made no earlier than 30 days from the date the administrator provides notice of the right to elect payment in a direct rollover, pursuant to Section 11.4. Such payment shall be made in full satisfaction of any benefits
payable under this Plan to the Participant and the Participant’s Spouse and Beneficiary. 


  
 46 








 ARTICLE 12 

VOTING OF STOCK AND TENDER OFFERS 
  

	12.1	Voting of Shares. Each Participant shall have the right and shall be afforded the opportunity to direct the manner in which whole shares of the common stock of the Company held in the Employer Common Stock Fund
and attributable to his Account as of the Valuation Date coincident with or preceding the record date shall be voted at all stockholders’ meetings. The Company shall appoint an independent third-party (“Agent”) for the purpose of
confidentially receiving and tallying the instructions from Participants. The Agent shall transmit such instructions solely to the Funding Agent. Neither the Funding Agent nor the Agent shall disclose such instructions to the Company or the
Committee or any officer, director or affiliate. Any stock for which voting direction is not received from the Participant shall be voted by the Funding Agent in the same manner as the majority of stock for which voting directions are received from
Participants as to the matter to be voted upon. 

  

	12.2	Ownership of Shares. Participants do not acquire ownership of common stock held by the Funding Agent in their Accounts until the Funding Agent delivers to them on termination stock certificates which have been
registered in their names on the stock books of the Company. 

  

	12.3	Tender Offers. A Participant may direct the Funding Agent in writing how to respond to a tender or exchange offer for any or all whole shares of Company stock held in the Employer Common Stock Fund and
attributable to his Account as of the Valuation Date preceding, or coincident with, the offer. A Participant’s instructions hereunder shall be confidential and shall not be disclosed to the Company or the Committee. The Committee shall notify
each Participant and timely distribute or cause to be distributed to him such information as will be distributed to stockholders of the Company in connection with any such tender or exchange offer. The Committee shall engage an independent third
party (“Agent”) to confidentially receive instructions from Participants and transmit them to the Funding Agent. The Agent shall transmit solely to the Funding Agent instructions of Participants and shall not disclose such instructions to
the Company or the Committee. Upon receipt of such instructions, the Funding Agent shall tender such shares of Company stock as and to the extent so instructed. If the Funding Agent shall not receive instructions with respect to a Participant
regarding any such tender or exchange offer for such shares of Company stock (or shall receive instructions not to tender or exchange such shares), the Funding Agent shall have no discretion in such matter and shall take no action with respect
thereto. Any shares for which instructions are not subject to being received shall be tendered by the Funding Agent only in the same proportion as the stock for which instructions to tender are received. Any securities received by the Funding Agent
as a result of a tender of shares of Company stock shall be held in the Fund, and any cash so received shall be invested in short-term investments as designated by the Committee, for the Account of the Participant with respect to whom shares were
tendered, pending any reinvestment directed by the Committee or the Participant. 


  
 47 








 ARTICLE 13 

PLAN ADMINISTRATION 
  

	13.1	Administrator. 

  

	 	(a)	The Plan Sponsor is the administrator of the Plan for purposes of all applicable legislation governing the operation and administration of the Plan. 


 

	 	(b)	In its capacity as administrator, the Plan Sponsor is responsible for all matters with respect to the operation, administration and, subject to compliance with applicable legislation interpretation of the Plan.


  

	 	(c)	In its capacity as administrator, the Plan Sponsor may appoint one or more agents or one or more committees (including the Committee), who may be named fiduciaries for purposes of Section 402(a) or ERISA, as it may
consider appropriate or necessary from time to time to undertake, perform and execute, and to oversee the undertakings, performance and execution by others where considered appropriate or necessary, of such Plan administration and related matters as
are assigned by the Plan Sponsor to such agent(s) or committee(s) from time to time. 

  

	 	(d)	In its capacity as administrator, the Plan Sponsor shall be the named fiduciary within the meaning of Section 402(a) of ERISA and may delegate part or all of its responsibility as named fiduciary to other
fiduciaries. 

  

	13.2	Appointment of Committee. 

  

	 	(a)	Pursuant to its authority under Section 13.1(c), above, the Plan Sponsor has appointed the Committee to administer the Plan on its behalf. The Committee shall have full power, discretion and authority to carry out
those of the Plan Sponsor’s duties, responsibilities and powers in relation to the administration and operation of the Plan as are delegated to it by the Plan Sponsor from time to time. 


 

	 	(b)	The Committee may delegate to any of its members or to such other persons or sub-committees it deems appropriate any of its duties or responsibilities, subject to the
Committee’s direction and supervision. Nothing contained in this paragraph shall be construed to confer upon any such person any discretion, authority or control respecting the management, administration and operation of the Plan, unless
expressly authorized in writing. 

  

	13.3	Indemnification. The Company, by the adoption of this Plan, indemnifies and holds the members of the Committee (and others so designated), jointly and severally, harmless from the effects and consequences of
their acts, omissions and conduct in their official capacities, except to the extent that the effects and consequences result from their own willful misconduct, breach of good faith or gross negligence in the performance of their duties. The
foregoing right of indemnification will not be exclusive of other rights to which each such member may be entitled by any contract or other instrument or as a matter of law. 


 

	13.4	Conclusiveness of Action. Any action on matters within the discretion of the Committee will be conclusive, final and binding upon all Participants and upon all persons claiming any rights under the Plan,
including Beneficiaries. 


  
 48 









	13.5	Payment of Expenses. The members of the Committee will serve without compensation for their services. The compensation or fees of consultants, actuaries, accountants, counsel and other specialists and any other
costs of administering the Plan or Fund will be paid by the Fund (allocated on any basis reasonably determined by the Committee in its discretion – for example, by participant, Account, Account balance, investments, transactions or otherwise)
unless, at the discretion of the Company, paid by the Employers. 

  

	13.6	Claim Procedure. 

  

	 	(a)	Any Participant or Beneficiary or a duly authorized representative of either (“Claimant”) may submit a written application to the Committee for payment of any benefit that may be due him under the Plan, in
accordance with Plan procedures. Such application shall include any information as the Committee may reasonably request. Upon receipt of such application, the Committee shall determine whether or not the Claimant is entitled to the benefit claimed
hereunder. 

  

	 	(b)	The Committee will process the Claimant’s application within ninety (90) days after the Committee receives the application unless special circumstances require an extension of time for processing the claim. In
no event shall such extension exceed a period of ninety (90) days from the end of the initial review period. If the Committee has not determined the Claimant’s eligibility for a Plan benefit within this ninety (90)-day period (one hundred eighty (180)-day period if circumstances require an extension of time), the claim is deemed denied. 


 

	 	(c)	If a claim is denied, in whole or in part, the Committee shall give written notice to the Claimant of the denial of the claim. The notice will include the specific reason or reasons for the denial, a specific reference
or references to pertinent Plan provisions on which the denial is based, a description of any additional material or information for the Claimant to perfect the claim (which will indicate why such material or information is needed) and an
explanation of the Plan’s claims review procedure. The explanation of the Plan’s claims review procedure shall include a description of the applicable time limits and a statement of the claimant’s right to bring a civil action under
ERISA section 502(a) following a denial of the appeal. 

  

	 	(d)	If a claim is denied or deemed denied and the Claimant wishes to appeal the denial of the claim, the Claimant must file a written request for review of the claim with the Committee. This Claimant must make this request
within sixty (60) days of the date the claim is denied or deemed denied. The Claimant may review pertinent documents relating to the claim and its denial and may submit issues and comments in writing to the Committee. Within sixty (60) days
after receipt of such a request for review, the Committee shall review the claim and make a decision on the merits of the claim. If circumstances require an extension of time for reviewing the claim, the sixty
(60)-day period may be extended but in no event by more than an additional sixty (60) days. The decision on review will be in writing and include specific reasons and references to the pertinent Plan
provisions on which the decision is based. The notice shall include a statement of the claimant’s right to bring a civil action under ERISA section 502(a) following a denial of the appeal. 


  
 49 









	 	(e)	A claimant may not bring an action under Section 502(a) of ERISA or otherwise with respect to his claim until he has exhausted the Plan’s Benefit Claims Procedures. Any such action must be filed in a court of
competent jurisdiction within 180 days after the date on which the claimant receives the Plan administrator’s written denial of the claimant’s claim on appeal or it shall be forever barred. Any further review, judicial or otherwise, of the
Plan administrator’s decision on the claimant’s claim will be limited to whether, in the particular instance, the Plan administrator abused its discretion. In no event will such further review, judicial or otherwise, be on a de novo basis,
as the Plan administrator has discretionary authority to determine eligibility for (and the amount of) benefits and to construe and interpret the terms of the Plan. 


  
 50 








 ARTICLE 14 

ESTABLISHMENT OF FUND 
  

	14.1	Funding Agreement. Contributions made by the Employers and Participants pursuant to Articles 4 and 5 hereof shall be held in a Fund or Funds. The Company shall enter into a trust arrangement, or a combination of
a trust arrangement and insurance company contract(s), with one or more Funding Agents providing for the administration of the Fund or Funds in which the assets of this Plan are held. 


  
 51 








 ARTICLE 15 

AMENDMENT, TERMINATION AND MERGER OF THE PLAN 
  

	15.1	Right to Amend the Plan. Except as provided in the next paragraph, the Company reserves the right to modify, alter or amend this Plan at any time and from time to time, to any extent that it may deem advisable
including, without limiting the generality of the foregoing, any amendment deemed necessary to ensure the continued qualification of the Plan under Code § 401 or compliance with any other applicable law. No such amendment shall increase the
duties of a Funding Agent or Trustee without its consent thereto in writing. No such amendment shall allow any portion of the principal or income of the Fund to be used for any purposes other than for the exclusive benefit of Participants or
Beneficiaries at any time prior to the satisfaction of all the liabilities under the Plan with respect to such persons. No amendment shall reduce a Participant’s Account balance on the effective date of the Plan amendment or eliminate an
optional form of benefit under the Plan with respect to the Participant’s Account balance on the date of the amendment to the extent prohibited by Code § 411(d)(6) and the related Treasury regulations. 


Notwithstanding the preceding paragraph, the President of Agrium U.S. Inc. or any other officer of Agrium U.S. Inc. designated in writing by
the President of Agrium U.S. Inc. shall have the authority to amend the Plan in the following respects: 
  

	 	(a)	Amendments required to comply with changes in applicable law; 

  

	 	(b)	Amendments requested by the Internal Revenue Service in connection with the issuance of a favorable determination letter for the Plan; and 


 

	 	(c)	Amendments to make changes in the Plan’s administration and operational procedures. 

 The
Company may, as it deems appropriate from time to time, delegate all or part of its power to amend the Plan to such person or persons (including the Committee) as it considers appropriate and revoke any such delegation in whole or in part. 

 

	15.2	Right to Terminate the Plan. The Company, acting through its Board of Directors, shall have the right to terminate this Plan at any time and for any reason. In the event of such termination, all affected
Participants shall be vested in their benefits as provided in Section 10.4. 

 If the Plan terminates pursuant to this
Section 15.2, and the Company does not merge the assets of the Plan with another qualified plan or continue the Plan as a “wasting trust” by satisfying all ongoing plan qualification rules, the Company shall distribute each
Participant’s Account in a lump sum; provided, however, if the Employer or an Affiliated Employer establishes or maintains, at any time within the period beginning on the date of Plan termination and ending 12 months after all assets have been
distributed from the Plan, an alternative defined contribution plan, each Participant’s Account shall be transferred to such other defined contribution plan. Participant consent to such a transfer shall be required only if transfer of the
Participant’s Account results in an elimination or reduction of Code § 411(d)(6) protected benefits. An “alternative defined contribution plan” does not include an employee stock ownership plan as defined in Code §
4975(e)(7) or 409(a), a simplified employee pension (as defined in Code § 408(k)), a SIMPLE IRA plan (as defined in Code § 408(p), a plan or contract described in Code § 403(b) or a plan described in Code §§ 457(b) or (f).
However, if at all times during the 24-month period beginning 12 months before the date of Plan termination, fewer than 2% of the Employees who are eligible under the Plan as of the date of Plan termination
are eligible under the alternative defined contribution plan, the other plan is not considered an alternative defined contribution plan. 

  
 52 









	15.3	Plan Merger, Consolidation or Transfer. The merger or consolidation with, or transfer of the allocable portion of the assets and liabilities of the Fund to any other qualified retirement plan trust shall be
permitted only if the benefit each Participant would receive, if the Plan were terminated immediately after such merger or consolidation or transfer of the allocable portion of the assets and liabilities, would be at least as great as the benefit he
would have received had this Plan been terminated immediately before the date of merger, consolidation or transfer. Assets acquired pursuant to this Section which are attributable to elective contributions (including qualified nonelective
contributions and qualified matching contributions taken into account for the actual deferral percentage (“ADP”) test) shall continue to be subject to the distribution limitations of Code § 401(k), to the extent required by law.



  
 53 








 ARTICLE 16 

TOP-HEAVY PLAN REQUIREMENTS 

 

	16.1	General Rule. This Plan shall be subject to the provisions of this Article 16 for any Plan Year in which the Plan is a “Top-Heavy Plan” as defined in
Section 16.5. 

  

	16.2	Vesting Provision. A Participant who has completed an Hour of Service during a Plan Year in which the Plan is determined to be a Top-Heavy Plan, shall be vested in his
Employer Account on a basis at least as favorable as is provided under the following table: 

  

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

 In any Plan Year in which the Plan is not deemed to be a Top-Heavy
Plan, the vested percentage of a Participant’s Employer Account shall be no less than that which was determined as of the last day of the last Plan Year in which the Plan was deemed to be a Top-Heavy
Plan. If the Plan ceases to be a Top-Heavy Plan, a Participant with at least three Years of Service shall have the vested portion of his Employer Account determined either in accordance with this
Section 16.2 or Section 10.3, as provided in Section 10.3. 
  

	16.3	Minimum Contribution Provisions. If the Plan is a Top-Heavy Plan in any Plan Year, each Participant who is (i) a Non-Key
Employee (as defined in Section 16.8), and (ii) employed on the last day of the Plan Year (even if such Participant has failed to complete one thousand (1,000) Hours of Service during such Plan Year), shall be entitled to have an Employer
contribution of not less than three percent (3%) (or five percent (5%) if required by Code § 416 because of the Participant’s participation in an Employer’s defined benefit plan) of the Participant’s compensation, as defined for
purposes of Code § 415, allocated to his Employer Account. 

 The minimum contribution percentage set forth above shall be
reduced for any Plan Year to the percentage at which contributions are made under the Plan for the Plan Year for the Key Employee (as defined in Section 16.6) for whom such percentage is the highest for such Plan Year. For this purpose, the
percentage with respect to a Key Employee shall be determined by dividing the contributions for such Key Employee by his compensation, as defined for purposes of Code § 415. 

Contributions taken into account under the immediately preceding sentence shall include contributions under the Plan, including Pretax
Contributions, and under all other defined contribution and defined benefit plans required to be included in an Aggregation Group (as defined in Section 16.5), but shall not include any plan required to be included in such Aggregation Group if
such plan enables a defined benefit plan required to be included in such group to meet the requirements of Code §§ 401(a)(4) and 410. Employer matching contributions shall be taken into account 

  
 54 








 for purposes of satisfying the minimum contribution requirements of Code § 416(c)(2) and the
Plan. The preceding sentence shall apply with respect to matching contributions under the Plan or, if the plan provides that the minimum contribution requirement shall be met in another plan, such other plan. Employer matching contributions that are
used to satisfy the minimum contribution requirements shall be treated as matching contributions for purposes of the actual contribution percentage test and other requirements of Code § 401(m). 

Contributions taken into account under this Section 16.3 shall not include any contributions under Social Security or any other federal or
state law. 
  

	16.4	Coordination with Other Plans. In the event that another defined contribution plan or defined benefit plan maintained by an Employer or Affiliated Employer provides contributions or benefits on behalf of
Participants in this Plan, such other plan shall be treated as part of this Plan pursuant to applicable principles (such as Rev. Rul. 81-202 or any successor ruling) in determining whether this Plan satisfies
the requirements of Sections 16.2 and 16.3. 

  

	16.5	Top-Heavy Plan Definition. This Plan shall be a Top-Heavy Plan for any Plan Year if, as of the Determination Date (as defined
in subsection (a) below), the aggregate of the Accounts under the Plan for Participants who are Key Employees exceeds sixty percent (60%) of the present value of the aggregate of the Accounts for all Participants, or if this Plan is required to
be in an Aggregation Group which for such Plan Year is a Top-Heavy Group (as defined in subsection (d) below). For purposes of making this determination, the Accounts of a Participant who (i) is not
a Key Employee but who was a Key Employee in a prior Plan Year or (ii) has not performed any service for an Employer at any time during the five (5)-year period ending on the Determination Date, shall be disregarded. 


 

	 	(a)	“Determination Date” means for any Plan Year the last day of the immediately preceding Plan Year (except that for the first Plan Year the Determination Date means the last day of such Plan Year).


  

	 	(b)	The present value shall be determined as of the most recent Valuation Date that is within the twelve (12) month period ending on the Determination Date, and as described in the regulations under the Code. Present
values for purposes of determining whether this Plan is a Top-Heavy Plan shall be based on the following interest and mortality rates: 


 

	 	(1)	Interest Rate: 7.50% 

  

	 	(2)	Mortality Rate: 1971 Group Annuity Mortality 

  

	 	(c)	“Aggregation Group” means the group of plans, if any, that includes both the group of plans that are required to be aggregated and the group of plans that are permitted to be aggregated. 


 

	 	(1)	The group of plans that are required to be aggregated (the “Required Aggregation Group”) includes: 

  

	 	(i)	each qualified plan of an Employer or Affiliated Employer in which a Key Employee is a participant, including collectively bargained plans and terminated plans, and 


  
 55 









	 	(ii)	each other qualified plan of an Employer or Affiliated Employer, including collectively bargained plans, which enables a plan in which a Key Employee is a participant to meet the requirements of Code §§
401(a)(4) and 410. 

  

	 	(2)	The group of plans that are permitted to be aggregated (the “Permissive Aggregation Group”) includes the Required Aggregation Group plus one (1) or more qualified plans (including terminated plans) of an
Employer or Affiliated Employer that is not part of the Required Aggregation Group and that the Committee certifies as constituting a plan within the Permissive Aggregation Group. Such plan or plans maybe added to the Permissive Aggregation Group
only if benefits are comparable to those provided by the plans in the Required Aggregation Group and, if after the addition, the Aggregation Group as a whole continues to meet the requirements of Code §§ 401(a)(4) and 410.


  

	 	(d)	‘‘Top-Heavy Group” means the Aggregation Group, if as of the applicable Determination Date, the sum of the present value of the cumulative accrued benefits for Key
Employees under all defined benefit plans included in the Aggregation Group plus the aggregate of the accounts of Key Employees under all defined contribution plans included in the Aggregation Group exceeds sixty percent (60%) of the sum of the
present value of the cumulative accrued benefits for all Employees, excluding former Key Employees, under all such defined benefit plans plus the aggregate accounts for all Employees, excluding former Key Employees, under such defined contribution
plans. If the Aggregation Group that is a Top-Heavy Group is a Required Aggregation Group, each plan in the group will be top heavy. If the Aggregation Group that is a
top-heavy group is a Permissive Aggregation Group, only those plans that are part of the Required Aggregation Group will be treated as top heavy. If the Aggregation Group is not a Top-Heavy Group, no plan within such group will be top heavy. 

  

	 	(e)	In determining whether the Plan constitutes a Top-Heavy Plan, the Committee shall make the following adjustments in connection therewith: 


 

	 	(1)	When more than one (1) plan is aggregated, the Committee shall determine separately for each plan as of each plan’s Determination Date the present value of the accrued benefits and account balances. The
results shall then be aggregated by adding the results of each plan as of the Determination Dates for such plans that fall within the same calendar year. 

  

	 	(2)	In determining the present value of the cumulative accrued benefits or the value of the account of any Employee, such present value or account shall include the amount in dollar value of the aggregate distributions made
to such Employee as set forth in this Section 16.5(e)(2), unless reflected in the value of the accrued benefit or account balances as of the Determination Date. The present values of accrued benefits and the amounts of account balances of an
Employee as of the Determination Date shall be increased by the distributions made with respect to the Employee under the Plan and any plan aggregated with the Plan under Code § 416(g)(2) during the one year 


  
 56 









	 	period ending on the Determination Date. The preceding sentence shall also apply to distributions under a terminated plan which, had it not been terminated, would have been aggregated with the Plan under Code §
416(g)(2)(A)(i). 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 “5-year period” for “1-year period.” The accrued benefits and accounts of any individual who has not performed services for the Employer during the 1-year period ending on the
Determination Date shall not be taken into account. 

  

	 	(3)	Further, in making such determination, such present value or account shall include any rollover contribution, or similar transfer, as follows: 


 

	 	(i)	If the rollover contribution, or similar transfer, is initiated by the Employee and made to or from a plan maintained by another employer, the plan providing the distribution shall include such distribution in the
present value or account; the plan accepting the distribution shall not include such distribution in the present value or account unless the plan accepted it before December 31, 1983. 


 

	 	(ii)	If the rollover contribution, or similar transfer, is not initiated by the Employee or made from a plan maintained by another employer, the plan accepting the distribution shall include such distribution in the present
value or account, whether the plan accepted the distribution before or after December 31, 1983; the plan making the distribution shall not include the distribution in the present value or account. 


 

	 	(4)	Further, in making such determination, in any case where an individual is a Non-Key Employee with respect to an applicable plan, but was a Key Employee with respect to such plan
for any prior year, any accrued benefit and any account of such Employee shall be altogether disregarded. For this purpose, to the extent that a Key Employee is deemed to be a Key Employee because he met the definition of Key Employee within any of
the four (4) preceding plan years, this provision shall apply following the end of such period of time. 

  

	16.6	Key Employee. “Key employee” means any Employee or former Employee (including any deceased Employee) who at any time during the Plan Year that includes the Determination Date was an officer of the
Employer having annual compensation greater than $170,000 (as adjusted under Code § 416(i)(1) for Plan Years beginning after December 31, 2014), a 5-percent owner of the Employer, or a 1-percent owner of the Employer having annual compensation of more than $150,000. For this purpose, annual compensation means compensation within the meaning of Code § 415(c)(3). The determination of who is a
Key Employee will be made in accordance with Code § 416(i)(1) and the applicable regulations and other guidance of general applicability issued thereunder. 

  

	16.7	Non-Key Employee. The term “Non-Key Employee” means any Employee and beneficiary of an Employee who is not a Key Employee.



  
 57 









	16.8	Collective Bargaining Rules. The provisions of Sections 16.2, 16.3 and 16.4 do not apply with respect to any Employee included in a unit of employees covered by a collective bargaining agreement unless the
application of such Sections has been agreed upon with the collective bargaining agent. 


  
 58 








 ARTICLE 17 

MISCELLANEOUS 
  

	17.1	Limitation on Distributions. Notwithstanding any provision of this Plan regarding payment to Participants, Beneficiaries or any other person, the Committee may withhold payment to any person if the Committee
determines that such payment may expose the Plan to conflicting claims for payment. As a condition for any payments, the Committee may require such consent, representations, releases, waivers or other information as it deems appropriate. To the
extent required by law, the Committee shall comply with the terms of any judgment or other judicial decree, order, settlement or agreement including, but not limited to, a Qualified Domestic Relations Order as defined in Code § 414(p).


  

	17.2	Limitation on Reversion of Contributions. Except as provided in subsections (a) through (c) below, Employer contributions made under the Plan will be held for the exclusive benefit of Participants or
Beneficiaries and may not revert to the Employer. 

  

	 	(a)	A contribution made by the Employer under a mistake of fact may be returned to the Employer within one (1) year after it is contributed to the Plan. 


 

	 	(b)	A contribution may be returned to the Employer, if the Plan does not initially qualify under Code §§ 401(a) and 501(a), within one (1) year after the date the Plan is denied qualification.


  

	 	(c)	A contribution that is not deductible under Code § 404 may be returned, to the extent the deduction is disallowed, to the Employer within one (1) year after the disallowance. 


The maximum contribution that may be returned to the Employer will not exceed the amount actually contributed to the Plan, or the value of such
contribution on the date it is returned to the Employer, if less. 
  

	17.3	Voluntary Plan. The Plan is purely voluntary on the part of the Company and Employers and neither the establishment of the Plan nor any Plan amendment nor the creation of any fund or account, nor the payment of
any benefits will be construed as giving any Employee or any other person a legal or equitable right against the Company, any Employer, any trustee, any Funding Agent or the Committee unless specifically provided for in this Plan or conferred by
affirmative action of the Committee or the Company according to the terms and provisions of this Plan. Such actions will not be construed as giving any Employee or Participant the right to be retained in the serves of any Employer or Affiliated
Employer. All Employees and Participants will remain subject to discharge to the same extent as though this Plan had not been established. 

  

	17.4	Non-alienation of Benefits. Participants and Beneficiaries are entitled to all the benefits specifically set out under the terms of the Plan, but neither those benefits nor
any of the property rights in the Plan are assignable or distributable to any creditor or other claimant of a Participant or Beneficiary. A Participant will not have the right to anticipate, assign, pledge, accelerate or in any way dispose of or
encumber any of the monies or benefits or other property that may be payable or become payable to such Participant or his Beneficiary; provided, however, the Committee shall recognize and comply with a valid Qualified Domestic Relations



  
 59 









	 	Order as defined in Code § 414(p). Effective with judgments, orders, decrees and settlement agreements entered into on or after August 5, 1997, the first sentence of this Section 17.4 shall not apply with
respect to any offset to a Participant’s benefits expressly provided for in a judgment, order, decree or settlement agreement described in Code § 401(a)(13)(C). Effective on or after April 6, 2007, a domestic relations order that
otherwise satisfies the requirements for a qualified domestic relations order described in Code § 414(p) will not fail to be a qualified domestic relations order: (i) solely because the order is issued after, or revises, another domestic
relations order or qualified domestic relations order; or (ii) solely because of the time at which the order is issued, including issuance after the annuity starting date or after Participant’s death. 


 

	17.5	Inability to Receive Benefits. If the Committee receives evidence that a person entitled to receive any payment under the Plan is incompetent, by reason of physical or mental condition or age, to receive payment
and to give a valid release therefor or to give a valid consent required under the Plan, and no guardian, committee or other representative of such person has been duly appointed by a court of competent jurisdiction, then the Committee may in its
discretion, make such payment to or act upon the consent provided by any person or institution that is maintaining or has custody of the incompetent person. The payment to or consent received from such person or institution will be a valid and
complete discharge from liability for the payment. 

  

	17.6	Missing Persons. If the Committee is unable, after reasonable and diligent effort, to locate a Participant or Beneficiary who is entitled to a distribution from the Plan, the distribution due such person will be
forfeited at such time as the Committee shall determine in its sole discretion (but in all events prior to the time such benefit would otherwise escheat under any applicable state law). If, however, such a person later files a claim for such benefit
before the Plan is terminated, the benefit will be reinstated without any interest earned thereon. Notwithstanding the foregoing, in the event that after reasonable and diligent efforts the Committee is unable to locate a Beneficiary entitled to a
distribution under the Plan, payment will be made, at the discretion of the Committee, to the Participant’s contingent Beneficiary, Spouse, children or estate, in accordance with the provisions of Section 10.7, and such non-locatable Beneficiary shall have no further claim or interest hereunder. Notification by certified or registered mail to the last known address of the Participant or Beneficiary will be deemed a reasonable and
diligent effort to locate such person. 

  

	17.7	Limitation of Third-Party Rights. Nothing expressed or implied in the Plan is intended or will be construed to confer upon or give to any person, firm or association other than the Company, Employers,
Participants and Beneficiaries, and their successors in interest, any right, remedy or claim under or by reason of this Plan, except as otherwise provided in Section 17.4. 


 

	17.8	Invalid Provisions. In case any provision of this Plan is held illegal or invalid for any reason, the illegality or invalidity will not affect the remaining parts of the Plan. The Plan will be construed and
enforced as if the illegal and invalid provisions had never been included. 

  

	17.9	One Plan. This Plan may be executed in any number of counterparts, each of which will be deemed an original and the counterparts will constitute one and the same instrument and may be sufficiently evidenced by
anyone counterpart. 


  
 60 









	17.10	Use and Form of Words. Whenever any words are used herein in the masculine gender, they will be construed as though they were also used in the feminine gender in all cases where that gender would apply, and vice
versa. Whenever any words are used herein in the singular form, they will be construed as though they were also used in the plural form in all cases where the plural form would apply, and vice versa. 


 

	17.11	Headings. Headings to Articles and Sections are inserted solely for convenience and reference, and in the case of any conflict, the text, rather than the headings, shall control. 


 

	17.12	Governing Law. The Plan will be governed by and construed according to the federal laws governing employee benefit plans qualified under the Code and according to the laws of the state of Colorado where such laws
are not in conflict with the federal laws. 


  
 61 








 ARTICLE 18 

GRANDFATHERED PROVISIONS PERTAINING TO MERGED PLANS 
  

	18.1	Royster-Clark, Inc. Employee Savings and Investment Plan and Trust. 

  

	 	(a)	Definitions: 

  

	 	(1)	“Royster-Clark Plan” shall mean the Royster-Clark, Inc. Employee Savings and Investment Plan and Trust. 

  

	 	(2)	“Former Royster-Clark Participant” shall mean a Participant in the Plan who has amounts transferred from the Royster-Clark Plan into this Plan. 


 

	 	(3)	“Prior Account Balance” shall mean the balance, if any, of a Former Royster-Clark Participant’s accounts in the Royster-Clark Plan that was transferred to the Plan, including the pre-tax account, matching account, prior pension account, profit sharing account, rollover account, QNEC account and voluntary after-tax contribution account.


  

	 	(b)	Vesting. The following vesting schedule shall apply to the portion of the Prior Account Balance which is not 100% vested as of the date of transfer (instead of the vesting schedule set forth in Section 10.3
of the Plan): 

  

					
	 If the Participant’s Years

of Vesting Service are:
	  	The Vested
Portion is:	 
	 Less than 1
	  	 	0	% 
	 1
	  	 	20	% 
	 2
	  	 	40	% 
	 3
	  	 	60	% 
	 4
	  	 	80	% 
	 5 or more
	  	 	100	% 

  

	 	(c)	Distribution Options. The installment distribution option of the Royster-Clark Plan is eliminated with respect to the Prior Account Balance of Former Royster-Clark Participants for distributions with starting
dates beginning after December 31, 2006. The Joint & Survivor Annuity option is eliminated with respect to any prior pension account that is part of the Prior Account Balance of Former Royster-Clark Participants for distributions with
starting dates beginning after December 31, 2006. 

  

	18.2	UAP Retirement Income Savings Plan. 

  

	 	(a)	Definitions. 

  

	 	(1)	“UAP Plan” shall mean the UAP Retirement Income Savings Plan. 

  

	 	(2)	“Former UAP Plan Participant” shall mean a participant in the UAP Plan who has amounts transferred from the UAP Plan into this Plan. 


  
 62 









	 	(3)	“Merger Date” shall mean December 31, 2008. 

  

	 	(4)	Prior Account Balance. Any account balance of a Former UAP Participant that is transferred from the UAP Plan into this Plan as of the Merger Date. 


 

	 	(b)	Eligibility. All Former UAP Plan Participants will become Participants in this Plan effective as of the Merger Date. 

  

	 	(c)	2008 Contributions. The final contributions payable under the UAP Plan for the Plan Year ending December 31, 2008 will be made in accordance with the provisions of the UAP Plan and funded to this Plan.


  

	 	(d)	Vesting. 

  

	 	(1)	2008 Contributions. The following vesting schedule shall apply to the portion of the Prior Account Balance attributable to contributions made to a Former UAP Participant’s Employer Retirement Contribution
Account, Employer Performance Contribution Account, Matching Contribution Account, and PPA Safe Harbor Contribution Account for the Plan Year beginning on January 1, 2008 (instead of the vesting schedule set forth in Section 10.3 of the
Plan): 

  

					
	 Years of Service
	  	Vesting %	 
	 Less than 2 years
	  	 	0	% 
	 2 or more years
	  	 	100	% 

  

	 	(2)	Contributions Made for Plan Years Beginning Before January 1, 2008. The following vesting schedule shall apply to the portion of the Prior Account Balance attributable to contributions made to
a Former UAP Participant’s Employer Retirement Contribution Account, Employer Performance Contribution Account, and Matching Contribution Account for Plan Years beginning before January 1, 2008 (instead of the vesting schedule set forth in
Section 10.3 of the Plan): 

  

					
	 Years of Service
	  	Vesting %	 
	 Less than 1 years
	  	 	0	% 
	 1 but less than 2 years
	  	 	20	% 
	 2 but less than 3 years
	  	 	40	% 
	 3 but less than 4 years
	  	 	60	% 
	 4 but less than 5 years
	  	 	80	% 
	 5 or more years
	  	 	100	% 


  
 63 









	 	(3)	100% Vested Contributions. The portion of the Prior Account Balance attributable to contributions made to a Former UAP Participant’s Elective Deferral Account, Code §§ 401(k)(12) and 401(m)(11)
Safe Harbor and QNEC Account, Employer Transition Contributions Account and Transfer Account – Employer Matching Contributions shall be 100% vested instead of being subject to the schedule set forth in Section 10.3 of the Plan.


  

	 	(4)	Service for a Predecessor Employer. The Plan shall take into account service with a predecessor employer. “Predecessor employer” shall mean: 


 

	 	(i)	ConAgra Foods with respect to participants in the UAP Plan who were active participants in the Con Agra Foods Retirement Income Savings Plan, as amended and restated effective January 1, 2002, on November 23,
2003. 

  

	 	(ii)	Hoxie/Sunflower Chem, Kansas, with respect to individuals who became an employee under the UAP Plan coincident with the closing of the transaction on February 7, 2006. 


 

	 	(iii)	UAP Timberland, LLC, Timberland Enterprises, Inc., Aquacenter, Inc., Pinebelt, Inc. and Timberland Silvicultural Services, Inc., with respect to individuals who were employed by the predecessor employer on March 3,
2006 and who became an employee under the UAP Plan on March 4, 2006. 

  

	 	(iv)	Terral Agri Service, Terral Farm Service, and Wisner Elevator, with respect to individuals who became an employee under the UAP Plan coincident with the closing of the transaction on September 1, 2006.


  

	 	(v)	Prairie Farmers. 

  

	 	(vi)	Spink County Fertilizer and Chemical, with respect to individuals who became an employee under the UAP Plan coincident with the closing of the transaction on November 16, 2006. 


 

	 	(vii)	Cedar Ridge Spraying, with respect to individuals who became an employee under the UAP Plan coincident with the closing of the transaction on January 3, 2007. 


 

	 	(viii)	Boettcher Enterprises, Inc. with respect to individuals who became an employee under the UAP Plan coincident with the closing of the transaction on January 26, 2007. 


 

	 	(ix)	AGSCO, Inc. with respect to individuals who became an employee under the UAP Plan with the closing of the transaction on February 7, 2007 and Dakota Fusion, Inc. with respect to individuals who became an employee
under the UAP Plan following the closing of the transaction with AGSCO, Inc. if the individual provided services to the employer pursuant to the Transition Services Agreement among UAP Distribution, Inc., AGSCO, Inc., Ag Depot, Inc., Dakota Fusion,
Inc. and Randy Brown. 


  
 64 









	 	(x)	Big Creek Fertilizer, Inc., with respect to individuals who became an employee under the UAP Plan coincident with the closing of the transaction on July 17, 2007. 


 

	 	(xi)	Hill City Fertilizer, Inc. and Oberlin Fertilizer, Inc., with respect to individuals who became an employee under the UAP Plan coincident with the closing of the transaction on July 19, 2007. 


 

	 	(xii)	Cotton Center Grain, Ltd., with respect to individuals who became an employee under the UAP Plan coincident with the closing of the transaction on September 6, 2007. 


  
 65 








 ARTICLE 19 

REQUIRED TRANSITION PROVISIONS 
  

	19.1	Compensation (Section 1.15). 

  

	 	(a)	Annual Compensation Limit. The annual compensation limit of Section 1.15(b) is effective for Plan Years beginning on or after January 1, 2002. 


 

	 	(b)	Deemed 125 Compensation. The inclusion of “deemed 125 compensation” in the Plan’s definitions of “Compensation” under Sections 1.15(c) and 6.8 of the Plan shall be effective for Plan
Years and Limitation Years beginning on and after January 1, 1998. 

  

	 	(c)	Compensation Timing Rules. The compensation timing rules in the Plan’s definitions of “Compensation” under Section 1.15(d) of the Plan shall be effective as of the first plan year beginning on
or after July 1, 2007. 

  

	19.2	Eligibility (Section 3.1). Prior to July 1, 2000 for full-time regular employees and January 1, 2001 for part-time or temporary employees, an Eligible Employee became a Participant on the Entry Date
coincident with or next following completion of six months of employment and 750 Hours of Service. 

  

	19.3	Catch-Up Contributions (Section 4.3). Catch-up Contributions in Section 4.3 were made available to all Participants effective
as of January 1, 2002. 

  

	19.4	Safe Harbor Contributions (Section 5.1). Section 5.1 provides for safe harbor matching contributions pursuant to Code § 401(m)(11), shall be effective as of January 1, 2005. 


 

	19.5	Average Deferral Percentage Test Failure (Section 6.5). The provisions of Section 6.5(a) were added to the Plan to comply with the final 401(k) regulations effective as of the first day of the Plan
Year beginning on or after January 1, 2006. 

  

	19.6	Average Contribution Percentage Test Failure (Section 6.5). The provisions of Section 6.5(b) were added to comply with the final 401(m) regulations effective as of the first day of the Plan Year beginning on
or after January 1, 2006. 

  

	19.7	Aggregation of Plans (Section 6.6). The provisions of Section 6.6 shall apply for purposes of determining whether the Plan is top-heavy under Code § 416(g) for
Plan Years beginning on or after January 1, 2002 and whether the Plan satisfies the minimum benefits requirements of Code § 416(c) for such years, even if the determination date for that Plan Year is before the applicable effective date.


  

	19.8	415 Annual Addition (Section 6.8). The limitations on a Participant’s annual addition are effective for Limitation Years beginning on or after January 1, 2002. 


 

	19.9	Hardship Withdrawals (Section 9.3). The following transitions apply to the hardship withdrawal provisions of Section 9.3: 


 

	 	(a)	Contribution Limit Following a Hardship Withdrawal. Effective for amounts distributed before January 1, 2002, the 402(g) limit (as adjusted) applicable to a Participant’s Elective Contributions made in
the calendar year immediately following the calendar year in which a hardship withdrawal is made shall be reduced by the Participant’s Elective Contributions made in the calendar year in which the withdrawal was received. 


  
 66 









	 	(b)	Expansion of Deemed Rules for Hardship. The financial needs considered as immediate and heavy for hardship withdrawals are expanded to include burial and funeral expenses and losses to a Participant’s
principal residence, effective only with respect to hardship withdrawals made on or after January 1, 2006. 

  

	 	(c)	Suspension of Elective Contributions. A hardship withdrawal paid in 2001 shall remain subject to the provisions of the Plan relating to suspension of Elective Contributions that were in effect prior to
January 1, 2002. 

  

	19.10	Elimination of “Same Desk Rule” (Section 10.3). Section 10.3 providing for distribution upon a Participant’s severance from Employment shall be effective as of January 1, 2002,
regardless of whether the severance from Employment occurred before, on, or after January 1, 2002. 

  

	19.11	Required Minimum Distributions (Section 11.3). The provisions of Section 11.3 are effective for Plan Years beginning on or after January 1, 2003. Required minimum distributions for 2002 were made
pursuant to the proposed regulations under Code § 401(a)(9) published in the Federal Register on January 17, 2001. 

  

	19.12	Direct Rollovers of Plan Distributions (Section 11.4). The expanded definition of “eligible retirement plan” in section 11.4 of the Plan applies for purposes of direct rollovers made on or after
January 1, 2002. 

  

	19.13	Small Payments (Section 11.5). The provisions of Section 11.5 are effective for distributions made on or after March 28, 2005. The following provisions shall apply to distributions made prior to
March 28, 2005: 

 The administrator shall direct the Trustee to make a mandatory distribution of any Participant’s
vested Account valued at $5,000 or less at the time of distribution. Unless the Participant elects payment in the form of a direct rollover, the Plan administrator shall order such mandatory cashout be made in the form of a single lump sum payment
as soon as administratively feasible. 
 For purposes of mandatory cashouts made after December 31, 2001, the value of a
Participant’s vested Account balance shall be determined without regard to that portion of the Account balance which is attributable to rollover contributions (and earnings allocable thereto) within the meaning of Code §§ 402(c),
403(a)(4), 403(b)(8), 408(d)(3)(A)(ii), and 457(e)(16). 
  

	19.14	Distribution Upon Termination (Section 15.2). The provisions of section 15.2 relating to distributions upon termination of the Plan in the event the Employer maintains an alternative defined contribution plan are
effective for Plan Years beginning on or after January 1, 2006. 

  

	19.15	Elective Contributions (Section 15.3). The provisions of Section 15.3 (entitled “Plan Merger, Consolidation or Transfer”) mandating that assets attributable to elective Contributions (including
qualified nonelective and qualified matching contributions) acquired which are taken into account for the ADP test shall continue to be subject to 


  
 67 








 the distribution limitations of Code § 401(k) was added to comply with the final 401(k)
regulations for Plan Years beginning on or after January 1, 2006. 
 Date:            ,
2014 
  

			
	AGRIUM U.S. INC.
		
	By:	 	 
		
	Title:	 	 



  
 68 








 Appendix A 

PARTICIPANTS AFFECTED BY PLAN SELF CORRECTION OF LOANS 
  

					
	 FIRST
	  	 LAST
	  	 HIRE

	JOHN	  	BOWMAN JR	  	7/6/2004
	DEBORAH	  	ROSE	  	10/27/2003
	TERRY	  	PORTER	  	5/3/2004
	CHARLES	  	TRISDALE	  	2/27/2004
	KELLY	  	BURTON	  	7/21/2003
	DONALD	  	BENNETT	  	2/16/2004
	JAMIE	  	BROWN	  	3/29/2004
	NATHAN	  	WARNER	  	1/12/2004
	DONNA	  	SUMMERS	  	8/31/2003
	JEREMY	  	MARX	  	4/19/2004
	MAURICE	  	CROUCH	  	1/1/2004
	EDDIE	  	CLARK	  	1/12/2004
	PERRY	  	MORDINI	  	5/31/2004
	RICKY	  	O’DELL	  	1/2/2003
	HAROLD	  	MATHEWS	  	1/2/2003
	DEBORAH	  	ROBARGE	  	1/27/2003
	KENNETH	  	LIVERMAN	  	1/2/2003
	BRAD	  	HAYNES	  	1/15/2003
	TREVOR	  	SCAMIHORN	  	9/30/2002
	MICHAEL	  	RICH	  	1/30/2003
	JOSEPH	  	HILLEBRAND	  	9/9/2002
	CHRISTINA	  	HESS	  	2/25/2002
	MIKE	  	MOORMAN	  	9/15/2003
	JAMES	  	GILL	  	1/26/2004
	MARILYN	  	STATZER	  	10/1/2001
	MICHAEL	  	PFEIFFER	  	11/4/2002
	BRIAN	  	VANN	  	2/9/2004
	SAMUEL	  	DURST	  	3/8/2004
	TYLER	  	MOCKER	  	5/24/2004
	LAURA	  	KREITLER	  	9/27/2004
	SHAUN	  	HAYDEN	  	11/1/2004
	WALDO	  	ADAMS JR	  	7/19/2002
	CRYSTAL	  	ADKINS	  	9/13/2004
	ELIZABETH	  	AKRIDGE	  	8/11/2003
	WILLIAM	  	ALBERSON	  	3/26/2002
	ASHLEY	  	ALDRIDGE	  	8/2/2004
	JOHN	  	ALLEN	  	3/27/2003
	TANESHA	  	ANDERSON	  	10/16/2004
	PATRICK	  	ARTHUR	  	1/29/2004
	RODNEY	  	ASBELL	  	11/29/2004
	MICHAEL	  	BACCUS	  	10/11/2004
	VICKI	  	BAILEY	  	3/13/2002
	MARK	  	BAIR	  	3/16/2004


  
 Appendix A - 1 









					
	 FIRST
	  	 LAST
	  	 HIRE

	GERALD	  	BANKS	  	9/7/2004
	GLANA	  	BANKS	  	8/2/2002
	CHRIS	  	BANTY	  	4/3/2003
	MATT	  	BARNHIZER	  	3/29/2004
	KELLY	  	BARTLETT	  	3/17/2004
	STEPHEN	  	BASSLER	  	3/5/2003
	CHRISTINE	  	BECKMAN	  	9/25/2003
	SAMUEL	  	BELL	  	4/14/2003
	SAMUEL	  	BELL	  	3/1/2003
	JIM	  	BENEFIEL	  	10/3/2002
	BOB	  	BENNETT	  	3/1/2003
	JUAN	  	BERLANGA	  	2/9/2004
	JEREMY	  	BERRY	  	1/19/2004
	DON	  	BEWLEY	  	7/24/2002
	CLARENCE	  	BIAS	  	1/5/2004
	CHRISTIE	  	BIGGER	  	8/9/2001
	JOHNNY	  	BLAKNEY	  	10/29/2001
	PHILLIP	  	BOALS	  	3/27/2003
	MARK	  	BOLINGER	  	9/25/2002
	ROY	  	BONDS	  	2/4/2002
	JAMES	  	BONNOITT	  	3/29/2004
	JOHN	  	BORER	  	3/31/2003
	RAYMOND	  	BOSTIC	  	8/11/2001
	MICHAEL	  	BOULTON	  	2/10/2003
	BILLY	  	BOWLDS	  	3/24/2003
	JOHN	  	BOYD	  	9/16/2004
	CHRISTOPHER	  	BOYD	  	10/15/2001
	EDDIE	  	BRADSHAW	  	2/27/2003
	RALPH	  	BRANN	  	3/17/2003
	KEVIN	  	BRENNER	  	3/24/2003
	KENT	  	BRIDGES	  	4/1/2003
	DAN	  	BRISKY	  	2/25/2004
	PAUL	  	BROCKMEYER	  	3/21/2003
	MELVIN	  	BROOKS	  	11/19/2002
	ROY	  	BROOKS JR	  	5/26/2004
	ANTONIO	  	BROWN	  	11/10/2003
	JAMES	  	BROWN	  	2/3/2003
	VIRGINIA	  	BRUMMOND	  	3/30/2004
	MICHAEL	  	BURDETTE	  	1/12/2004
	WALTER	  	BURGESS	  	9/30/2003
	HENRY	  	BURKE	  	11/8/2002
	SANDRA	  	BUSH	  	3/25/2002
	JOSEPH	  	BUTLER	  	    3/10/2003


  
 Appendix A - 2 









					
	 FIRST
	  	 LAST
	  	 HIRE

	CHANCE	  	BUTLER	  	2/4/2002
	WILLIE	  	BYNUM	  	2/13/2004
	HOWARD	  	CAIN	  	12/23/2003
	MARK	  	CALLAHAN	  	3/6/2003
	JERRY	  	CARAWAY JR	  	9/20/2004
	NICK	  	CARDENAS	  	2/23/2004
	RUDY	  	CARMONA	  	4/2/2003
	PATRICK	  	CARNES	  	8/6/2001
	GARY	  	CARTER SR	  	11/17/2004
	DWIGHT	  	CAUGHLIN	  	3/10/2003
	ROBERT	  	CHILDERS	  	3/20/2003
	KEITH	  	CHRISTENSEN	  	9/26/2003
	SAMUEL	  	CIBULA	  	10/4/2004
	RICHARD	  	CLARK	  	11/30/2003
	JOHN	  	CLEMENTS	  	4/8/2002
	DIXIE	  	CLOYD	  	1/1/2003
	HAROLD	  	COATES	  	2/11/2002
	JEFF	  	COFFMAN	  	7/28/2003
	SETH	  	COLE	  	9/23/2002
	LAURIE	  	COON	  	9/16/2002
	DEAN	  	COOPER	  	1/14/2004
	MELVIN	  	COPELAND JR	  	4/12/2004
	SHANNON	  	COUSINEAU	  	4/12/2004
	BARBARA	  	COX	  	1/2/2003
	JOHN	  	COXWORTH	  	12/23/2002
	CHRISTINA	  	CRABTREE	  	5/9/2003
	ANTHONY	  	CRAIG	  	3/10/2003
	RYANNE	  	CRIBB	  	3/8/2004
	JERRY	  	CRISLIP	  	2/18/2003
	ROBERT	  	CUDE	  	9/2/2003
	AMIE	  	CURLIN	  	11/15/2004
	JAMES	  	CUTHRELL	  	12/6/2004
	STEVE	  	CUTRELL	  	8/23/2004
	WILLIE	  	DANIELS	  	3/1/2003
	WILLIS	  	DAVENPORT	  	4/4/2003
	HAL	  	DAVIS	  	3/10/2003
	GROVER	  	DAVIS III	  	3/18/2003
	LESLIE	  	DEAN	  	10/1/2001
	MALCOLM	  	DEFORD JR	  	8/4/2004
	JASON	  	DEHART	  	9/10/2003
	LINUS	  	DICKENS	  	4/5/2004
	CAREY	  	DIXON	  	12/8/2003
	JAMES	  	DOLMAN	  	    3/25/2002


  
 Appendix A - 3 









					
	 FIRST
	  	 LAST
	  	 HIRE

	WILLIAM	  	DORSETT III	  	4/22/2002
	BETH	  	DOSS	  	9/8/2003
	KRISTINE	  	DOUMA	  	2/24/2003
	ROGER	  	DRAKE	  	1/27/2003
	VICKI	  	DUNBAR	  	1/5/2004
	CARL	  	DUNBAR	  	3/19/2003
	DARRIUS	  	DURANT	  	10/1/2001
	DANIEL	  	DWYER III	  	3/1/2004
	DAVID	  	EASTWOOD JR	  	4/12/2004
	ARTHUR	  	EDING	  	4/7/2003
	JAMES	  	ELDER	  	4/1/2004
	JERRY	  	ELLIS	  	11/29/2004
	TIMOTHY	  	ELLIS	  	11/29/2004
	DUSTIN	  	ELLSWORTH	  	2/16/2004
	LARRY	  	ELMORE	  	3/11/2004
	CHRIS	  	ENGLE	  	2/10/2003
	BRENT	  	ERWIN	  	3/20/2002
	JESSICA	  	ESPENLAUB	  	4/28/2003
	WAYNE	  	EUDY	  	2/16/2004
	BENJAMIN	  	EVERITT	  	11/8/2004
	ROD	  	EWELL	  	7/30/2001
	MIKE	  	FEAR	  	9/27/2002
	RITA	  	FEVERYEAR	  	2/17/2003
	MARK	  	FISHER	  	11/15/2004
	NEIL	  	FORD	  	4/14/2003
	JESSE	  	FOUST	  	3/17/2003
	JASON	  	FOX	  	12/1/2004
	STEPHEN	  	FRANTZ	  	2/15/2003
	CAMERON	  	FRAZIER	  	3/22/2002
	STEVE	  	FREE	  	4/29/2003
	WALTER	  	FULTON	  	3/23/2003
	KELVIN	  	GARDNER	  	3/26/2002
	DENNIS	  	GARRINGER	  	2/23/2004
	RYAN	  	GERLACH	  	8/12/2004
	ALAN	  	GIBSON	  	11/27/2001
	RICHARD	  	GILLESPIE	  	3/31/2003
	JAMES	  	GOUGH	  	3/31/2003
	RAY	  	GRAHAM	  	11/7/2001
	ANDREW	  	GRAHAM SR	  	7/19/2004
	MICHAEL	  	GRANNAN	  	2/5/2003
	THOMAS	  	GRAY	  	4/5/2004
	SUSAN	  	GRAY	  	3/18/2002
	DARWIN	  	GREEN	  	    9/21/2004


  
 Appendix A - 4 









					
	 FIRST
	  	 LAST
	  	 HIRE

	DEBRA	  	GREENE	  	4/16/2002
	JEREMY	  	GRISSOM	  	4/12/2004
	STEVEN	  	GROCE	  	5/10/2004
	LARRY	  	GRUNER	  	4/8/2003
	GAIL	  	GUESS	  	10/7/2002
	ALTON	  	HAMILL	  	1/2/2004
	JERRY	  	HAMPTON	  	2/24/2003
	DAVID	  	HANSCEL	  	3/29/2004
	SUZANNE	  	HARRELL	  	7/7/2003
	TANYA	  	HARRIS	  	10/25/2004
	JEFFREY	  	HARRIS	  	10/18/2004
	RONALD	  	HASELMAN	  	4/1/2003
	DOUGLAS	  	HASSE	  	3/24/2003
	KATHLEEN	  	HASTINGS	  	1/21/2003
	GEORGE	  	HASTINGS	  	1/21/2003
	RANDY	  	HATCH	  	2/9/2004
	CARMEN	  	HAWK	  	6/21/2004
	RODNEY	  	HAWKINS	  	9/8/2003
	JEFFERY	  	HEADLEY	  	5/21/2003
	DIANE	  	HEATH	  	3/5/2002
	LAWYER	  	HECTOR	  	3/10/2003
	AMY	  	HENRY	  	10/21/2002
	SAMUEL	  	HERRING	  	3/24/2003
	ROBERT	  	HESTER	  	10/1/2003
	MATT	  	HIBBS	  	3/19/2003
	HAROLD	  	HICKS	  	3/10/2003
	MICHAEL	  	HICKS	  	2/25/2002
	JOSH	  	HILLEBRAND	  	1/7/2002
	JUSTIN	  	HILSMEYER	  	3/1/2003
	CARMEN	  	HINIKER	  	11/20/2002
	MARION	  	HODGES	  	1/19/2004
	JASON	  	HOFFMAN	  	1/14/2004
	JEFF	  	HOLCOMB	  	5/10/2003
	RONALD	  	HOLLAND	  	2/6/2002
	PEHRY	  	HOLMLUND	  	3/7/2003
	JAMIE	  	HOPPER	  	3/8/2004
	SHANNAN	  	HORNUNG	  	9/8/2004
	FLOYD	  	HUGHES	  	10/25/2004
	SHARON	  	HUMMER	  	5/18/2004
	DONALD	  	HUTCHISON	  	3/12/2003
	FLORENCE	  	HUTMAN	  	12/13/2004
	MIKE	  	ICENOGLE	  	3/24/2003
	RONNIE	  	IHRIG	  	    3/9/2004


  
 Appendix A - 5 









					
	 FIRST
	  	 LAST
	  	 HIRE

	KYLE	  	INKROTT	  	3/31/2004
	WALTER	  	IRELAND	  	3/16/2004
	MARK	  	ISAAK	  	1/2/2004
	RAMEY	  	ISRAEL	  	4/20/2003
	DANNY	  	JACKSON	  	3/1/2003
	THOMAS	  	JARRELL	  	1/19/2004
	DANNIE	  	JARVIS	  	9/22/2003
	DOUGLAS	  	JEFFERS	  	2/9/2004
	JESSE	  	JENKINS	  	10/7/2002
	SIDNAY	  	JOHNSON	  	4/28/2002
	CHRISTOPHER	  	JOHNSON	  	10/1/2001
	RICK	  	JOHNSON SR	  	2/11/2003
	GREGORY	  	JONES	  	12/5/2002
	CHARLIE	  	JONES	  	1/7/2002
	DAVID	  	JOYNER	  	12/9/2003
	ROBERT	  	KALINA JR.	  	3/25/2002
	DAVID	  	KALTENBERG	  	8/31/2001
	AMY	  	KASKA	  	12/9/2002
	JAMES	  	KATS	  	10/25/2004
	TIMOTHY	  	KELLY	  	10/4/2002
	EDWARD	  	KENNEDY	  	3/24/2003
	KEVIN	  	KENWORTHY JR	  	3/12/2003
	ARTHUR	  	KESTER JR	  	2/25/2002
	JAMES	  	KIERCE	  	1/16/2003,
	WENDELL	  	KING	  	3/12/2003
	BARBARA	  	KLINE	  	10/15/2002
	JOSEPH	  	KLOTT	  	12/16/2002
	MICHAEL	  	KRAL	  	1/21/2003
	LEE	  	KRAMER	  	3/19/2002
	ANTHONY	  	KRIEGEL	  	9/2/2003
	GWEN	  	KROSCH	  	8/1/2003
	DANIEL	  	KRUGER	  	2/20/2002
	LINDA	  	KRUSE	  	4/13/2004
	STACEY	  	LAMBRIGHT	  	3/1/2003
	ANTHONY	  	LAWRENCE	  	11/7/2001
	PHILLIP	  	LECKLIDER	  	4/8/2003
	JERRY	  	LEE	  	2/16/2004
	ROSA	  	LEE	  	12/16/2002
	V. JEROME	  	LEWIS	  	9/4/2001
	BRENDA	  	LOFTON	  	10/13/2003
	JAMES	  	LUCAS	  	4/10/2002
	JORGE	  	LUGO	  	12/8/2003
	STEPHEN	  	LUTZ	  	    12/9/2002


  
 Appendix A - 6 









					
	 FIRST
	  	 LAST
	  	 HIRE

	RONNIE	  	LYNCH	  	11/30/2004
	DAVID	  	LYNCH	  	8/19/2003
	RICHARD	  	MAIN	  	2/18/2003
	EUGENE	  	MALKEY	  	4/15/2003
	JESSE	  	MARCH	  	2/2/2004
	JAMIE	  	MARCUM	  	3/17/2003
	TIM	  	MARKER	  	2/4/2002
	WILLIAM	  	MARSHALL	  	2/11/2002
	WESLEY	  	MARTIN	  	2/18/2004
	CHARLES	  	MARTIN	  	4/11/2003
	EMERTERIO	  	MARTINEZ	  	1/16/2003
	MARVIN	  	MATTISON	  	12/17/2002
	DAVID	  	MAURER	  	12/1/2002
	RANDALL	  	MCCAMMON	  	3/3/2003
	DEON	  	MCCONNELL	  	1/22/2002
	JAMES	  	MCCRARY	  	8/31/2001
	ROBERT	  	MCGILL	  	2/17/2003
	WILLIAM	  	MCKENNEY JR	  	6/23/2003
	JUDY	  	MCMAINS	  	6/9/2003
	TIM	  	MEEKER	  	9/18/2002
	JASON	  	MEFFORD	  	3/24/2003
	SAMUEL	  	MIDGETT	  	12/17/2001
	WILLIAM	  	MILLER	  	4/23/2003
	GERALDINE	  	MILLER	  	10/17/2002
	SCOTT	  	MILLMAN	  	3/1/2004
	DAVE	  	MOSS	  	10/8/2002
	BILLY	  	MOYE	  	9/7/2004
	CHARLES	  	MURRAY	  	3/16/2004
	STEPHEN	  	MUSSELMAN	  	4/5/2004
	MATTHEW	  	NALE	  	3/15/2004
	ANCLE	  	NICKLE	  	10/8/2001
	DEE	  	NIESE	  	8/7/2001
	MICHAEL	  	NORMAN	  	3/24/2003
	DYMPNA	  	NORMAN	  	3/1/2003
	KATHY	  	NORRIS	  	7/26/2004
	DEBORAH	  	NORRIS	  	12/22/2003
	JIMMY	  	NORTON	  	1/28/2003
	PATRICK	  	O’BRIEN	  	4/14/2003
	KATHY	  	ODOM	  	8/30/2004
	GA1LYA	  	OLDS	  	2/9/2004
	BRICE	  	OSENTOSKI	  	1/2/2003
	WALTER	  	OSTING	  	4/12/2003
	JOHN	  	OTEY	  	    3/7/2003


  
 Appendix A - 7 









					
	 FIRST
	  	 LAST
	  	 HIRE

	JOHN	  	PALMER	  	2/14/2003
	ROY	  	PARKER	  	6/3/2002
	W.C.	  	PARTEN	  	3/1/2003
	ASHLEY	  	PATRICK	  	12/19/2003
	JAMES	  	PEARCE	  	5/25/2004
	RICKY	  	PERDUE	  	3/3/2003
	DOYLE	  	PERRY	  	2/25/2002
	AARON	  	PHILLIPS	  	5/1/2003
	KYLE	  	PHILLIPS	  	10/16/2001
	JAMIE	  	PITTS	  	3/11/2003
	BRANDON	  	PONTIUS	  	10/6/2003
	CHARLES	  	POST	  	9/29/2003
	LYNETTE	  	POWELL	  	10/4/2004
	JERRY	  	POYTHRESS	  	4/15/2002
	JASON	  	PRICE	  	11/1/2004
	KENNETH	  	PRINCE	  	9/22/2003
	LARRY	  	PROCTOR	  	2/3/2003
	JOHN	  	PRUITT	  	4/14/2003
	JONATHAN	  	PRZYBYLSKI	  	3/28/2003
	KURTIS	  	QUALMAN	  	4/14/2004
	RICHARD	  	QUINN	  	9/30/2002
	FRANCIS	  	RACICOT	  	10/20/2003
	MELINDA	  	RADCLIFF	  	11/21/2002
	JESSICA	  	RAMIREZ	  	10/6/2003,
	KRISTY	  	RAMOS	  	8/27/2001
	BRITTANY	  	RAYBURN	  	10/25/2004
	JONAS	  	RAYNOR	  	3/17/2003
	ORA	  	RHOADS	  	10/21/2002
	RICKY	  	RICHARDSON	  	10/20/2003
	ERVIN	  	RICHMOND	  	1/2/2003
	TERRI	  	RICKMAN	  	10/8/2004
	MATTHEW	  	RIEGE	  	3/4/2004
	FORREST	  	ROBERTSON	  	3/10/2003
	LARRY	  	ROBINSON	  	12/13/2001
	BONIFACIO	  	RODRIGUEZ	  	8/13/2001
	CHARLES	  	ROGISTER JR	  	1/14/2003
	GWENOVYNE	  	ROUSE	  	1/27/2003
	GARY	  	RUFFIN	  	4/15/2002
	PATRICK	  	RYAN	  	9/15/2004
	MARK	  	SAAKE	  	12/9/2002
	WESTON	  	SANDERS	  	10/22/2001
	DUANE	  	SARD SR	  	6/14/2004
	PATRICIA	  	SAWVELL	  	    1/29/2003


  
 Appendix A - 8 









					
	 FIRST
	  	 LAST
	  	 HIRE

	TIMOTHY	  	SCHAER	  	4/9/2004
	DONALD	  	SCHLAGER	  	4/28/2003
	DUSTIN	  	SCHOETTMER	  	3/31/2003
	CINDY	  	SCHRAMM	  	9/3/2002
	GERALDINE	  	SCHULTZ	  	12/2/2004
	WILLIAM	  	SCOTT	  	10/29/2001
	JASON	  	SEAFLER	  	11/1/2003
	JIMMY	  	SEARS	  	4/16/2003
	JARED	  	SEE	  	4/12/2004
	JAMES	  	SEILER	  	12/18/2002
	JOHN	  	SELLERS	  	4/22/2002
	MICHAEL	  	SHAW	  	2/4/2002
	HENRY	  	SHAW JR	  	3/28/2003
	TONY	  	SHEPHERD	  	9/28/2004
	KYLE	  	SHIRK	  	12/18/2001
	JAMES	  	SHORT	  	2/3/2003
	PAUL	  	SILVEOUS	  	8/12/2003
	JAMIE	  	SILVERTHORNE	  	3/4/2002
	BRIAN	  	SIMS	  	10/31/2002
	DARIN	  	SINGELTON	  	1/26/2004
	JIMMY	  	SINGLETEARY II	  	8/28/2003
	AUGUSTUS	  	SLADE	  	11/14/2002
	DENNIS	  	SLY	  	3/24/2003
	DOUGLAS	  	SMITH	  	10/4/2004
	CHRISTOPHER	  	SMITH	  	1/23/2004
	JASON	  	SMITH	  	5/5/2003
	TERRY	  	SMITH	  	3/10/2003
	CINDI	  	SMITH	  	2/18/2003
	DARRELL	  	SNOW	  	8/23/2004
	GEORGE	  	SPROUL JR	  	6/28/2004
	DANNY	  	STARKS	  	10/28/2002
	JOHN	  	STECHSCHULTE	  	3/24/2003
	MATTHEW	  	STEWARD	  	10/27/2004
	JUDY	  	STEWARD	  	9/27/2004
	JEFF	  	STINSON	  	10/9/2004
	JONATHAN	  	STONE	  	3/10/2003
	JOHN	  	STORM JR	  	11/15/2004
	RICHARD	  	STOWERS	  	3/11/2002
	ROSIE	  	STRAITS	  	4/1/2003
	JEFFREY	  	SUDDERTH	  	3/17/2003
	JOHN	  	SURIES	  	3/11/2002
	NANCY	  	SUTTON	  	3/22/2004
	SETH	  	SWYERS	  	    11/17/2003


  
 Appendix A - 9 









					
	 FIRST
	  	 LAST
	  	 HIRE

	ISTVAN	  	SZABO JR	  	2/28/2003
	TERRY	  	TAPSCOTT	  	10/7/2002
	MARK	  	TAYLOR	  	4/1/2003
	LINDA	  	TAYLOR	  	3/1/2003
	ASHLEY	  	TAYLOR	  	10/22/2002
	RANDY	  	TEW	  	3/31/2003
	EDDIE	  	THOMAS	  	11/29/2004
	CHRISTOPHER	  	THOMAS	  	11/1/2004
	DOMINIC	  	THOMAS	  	10/14/2002
	LACY	  	THOMAS JR	  	8/11/2001
	VALISA	  	THOMPSON	  	5/5/2003
	DAVID	  	TINNEY	  	3/17/2003
	MARTIN	  	TISDALE	  	4/1/2003
	RICKY	  	TOOTHMAN	  	8/11/2001
	MICHAEL	  	TOSCHLOG	  	10/20/2003
	LEWIS	  	TRAWICK	  	1/2/2002
	TODD	  	TREXLER	  	4/10/2003
	CURTIS	  	TROLLINGER	  	11/10/2003
	CHRISTOPHER	  	TUCKER	  	10/1/2004
	TIMOTHY	  	TUCKER	  	6/2/2003
	BRIAN	  	UPDIKE	  	9/9/2002
	ROBERT	  	UPTON	  	4/10/2003
	JILL	  	UTRUP	  	4/7/2003
	JOSEPH	  	VANDER WERFF	  	9/23/2002
	JEFFREY	  	VANDERWERFF	  	5/13/2002
	ANDREW	  	VAUGHAN	  	11/15/2004
	RACHEL	  	VICKNER	  	6/9/2003
	ROBBIE	  	WAGNER	  	10/4/2004
	MIKE	  	WAGNER	  	4/19/2004
	FREDRICK	  	WAGONER	  	2/4/2003
	BART	  	WALTERS	  	4/12/2002
	OWIN	  	WALTERS	  	10/15/2001
	LINDY	  	WALTON	  	5/19/2003
	WILLIS	  	WALTON	  	3/13/2003
	BARRY	  	WARD	  	3/25/2003
	RYAN	  	WARE	  	3/22/2004
	THEODORE	  	WARES	  	5/17/2004
	CHARLES	  	WARNER	  	10/17/2002
	WILLIE	  	WASHINGTON	  	11/10/2003
	JOHN	  	WATERMAN	  	4/15/2002
	ANNA	  	WEATHERS	  	1/19/2004
	TIMOTHY	  	WELLINGTON	  	3/9/2004
	JARED	  	WEST	  	    3/21/2002


  
 Appendix A - 10 









					
	 FIRST
	  	 LAST
	  	 HIRE

	DOUGLAS	  	WILLEY	  	11/15/2004
	SHIRLEY	  	WILLIAMS	  	5/2/2003
	RANDOLPH	  	WILLIAMS	  	3/1/2003
	DAVID	  	WILLS	  	8/19/2002
	TROY	  	WINCHELL	  	1/13/2003
	ANGELA	  	WINCHESTER	  	8/9/2004
	RORY	  	WOODS	  	8/23/2004
	JASON	  	WRIGHT	  	11/12/2000
	JOHN	  	WYNN	  	4/11/2003
	JOSHUA	  	YEAGER	  	8/26/2003,
	OTIS	  	ZIMMERMAN	  	11/3/2003
	RANDY	  	ZIRKLE	  	10/23/2003
	RICKY	  	JOHNSON, JR	  	8/27/2003
	MICHAEL	  	TERRACINO	  	9/24/2001
	JACK	  	MIKLOVICH	  	9/2/2003
	GARY	  	HIMES	  	9/10/2001
	KARAN	  	CUNNINGHAM	  	3/17/2003
	VIRGINA	  	HALSEY	  	1/2/2003
	KOLLETTE	  	HAGAN	  	10/8/2001
	MIKE	  	HOLLE	  	10/15/2003
	JAMES	  	WHITE	  	2/17/2003
	CATHY	  	CARMAN	  	10/9/2001
	TODD	  	WEBER	  	1/20/2003
	KIMBERLY	  	CARRINGTON	  	8/26/2002
	RICHARD	  	THOMAS III	  	12/27/2001
	THOMAS	  	SCHMITZ	  	1/2/2003
	DAVID	  	ILES III	  	9/2/2003
	WAYNE	  	KOTEWA	  	11/17/2003
	RICHARD	  	GASKILL JR	  	4/1/2002
	MARK	  	BEDSOLE	  	2/17/2003
	KENNETH	  	MILLER	  	4/22/2003
	JULIAN	  	ETHEREDGE	  	3/16/2002
	JOE	  	JONES JR	  	11/25/2002
	DAVE	  	CREQUE	  	9/18/2002
	JOHN	  	HARLESS	  	2/3/2003
	MELANIE	  	CONNER	  	3/27/2003
	CATHY	  	HORT	  	1/31/2002
	MARK	  	GROVER JR	  	7/25/2001
	ROY	  	HICKEY	  	3/31/2003
	PEGGY	  	STRAHLER	  	2/18/2002
	MICHAEL	  	FINLEY	  	4/22/2002
	JOHN	  	CAMPBELL	  	2/11/2002
	JAMES	  	JONES	  	    3/14/2003


  
 Appendix A - 11 









					
	 FIRST
	  	 LAST
	  	 HIRE

	ANN	  	PICKENS	  	2/3/2003
	TROY	  	BRADLEY	  	3/18/2002
	MARCIA	  	HERRIOTT	  	2/24/2003
	ARCHIE	  	PROCTOR, JR,	  	2/3/2003
	JOSEPH	  	FORTMAN	  	4/21/2003
	CECIL	  	SAIN	  	5/6/2002
	ELTON	  	VASS JR	  	8/26/2002
	MARK	  	POWELL	  	2/24/2003
	WAYNE	  	DANIELS	  	3/1/2003
	ERIC	  	MOORHEAD	  	4/14/2003
	CHARLES	  	WALKER	  	10/7/2002
	JARED	  	SKINNER	  	9/30/2002
	ROBERT	  	STUCK	  	1/6/2003
	DOUG	  	PICKLES	  	9/18/2002
	JAMES	  	STANCIL	  	8/27/2001
	ANDREW	  	SMITH	  	2/17/2003
	GREGORY	  	WHITESELL	  	1/24/2003
	STEPHEN	  	SCHERDER	  	9/21/2001
	SCOTT	  	STEVENSON	  	4/28/2003
	WARREN	  	COCKFIELD	  	1/6/2003
	TODD	  	STUDENKA	  	9/18/2002
	JUANITA	  	BARRICKLOW	  	1/1/2003
	JOHN	  	ENGELMANN	  	4/15/2002
	MARK	  	BENNETT	  	3/1/2003
	MICHAEL	  	BOEGLIN	  	4/22/2002
	ALAN	  	SCHMIDT	  	8/18/2003
	JAMES	  	BELEW	  	5/31/2002
	TIMOTHY	  	HUMAN	  	3/10/2003
	JAMES	  	HUBBARD	  	12/1/2003
	KEVIN	  	HOOK	  	9/11/2003
	VICTOR	  	CAPRON	  	1/31/2003
	GLEN	  	ROETHLER	  	9/22/2003


  
 Appendix A - 12 








 APPENDIX B 

PARTICIPATING EMPLOYERS 
  

			
	 Participating Employer
	  	 Effective Date

	 Royster-Clark, Inc. (Royster-Clark, Inc.
	  	January 1, 2007
	merged into Crop Production Services, Inc. effective as of July 1, 2007) United Agri Products, Inc.	  	December 31, 2008
	 Loveland Industries, Inc.
	  	December 31, 2008
	 Platte Chemical Co.
	  	December 31, 2008
	 Snake River Chemical, Inc.
	  	December 31, 2008
	 Transbas, Inc.
	  	December 31, 2008
	 Loveland Products, Inc.
	  	December 31, 2008
	 UAP Distributions, Inc.
	  	December 31, 2008
	 Levelland Delinting, Inc.
	  	December 20, 2012
	 Raley Bros. LLC
	  	January 11, 2013
	 Superior Deshler, Inc.
	  	April 17, 2013
	 Inness Farm Supply
	  	May 17, 2013
	 L&M Fertilizer
	  	December 16, 2013


  
 Appendix B 








 APPENDIX C 

SERVICE CREDIT FOR PRIOR EMPLOYMENT WITH CERTAIN BUSINESSES 
  

			
	 BUSINESS
	  	 TRANSACTION DATE

	 George Smith Ag Services, Inc.
	  	November 30, 2012 through February 28, 2013
	Urwiler Oil & Fertilizer, Inc.	  	November 14, 2012
	 Bighorn AG Services Inc.
	  	March 26, 2012
	 Ritter Crop Services
	  	February 27, 2012
	 Aqumix, Inc.
	  	November 9, 2011
	 Midland Ag Center, Inc.
	  	August 16, 2011
	 Michlig Agri Center, Inc.
	  	August 12, 2011
	 International Mineral Technologies
	  	July 7, 2011
	 Southwest Ag, Inc.
	  	March 25, 2011
	 Terragro, Inc.
	  	March 10, 2011
	 Walton Agri Service, Inc.
	  	February 10, 2011


  
 Appendix C