EX-4.3



 







Exhibit 4.3




Schering-Plough Employees’




Savings Plan




Amended and Restated Effective January 1, 2006














 





Schering-Plough Employees’




Savings Plan




Amended and Restated Effective January 1, 2006




Table
of Contents




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	ARTICLE 1. DEFINITIONS	 	 	1	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE 2. ELIGIBILITY AND PARTICIPATION	 	 	11	 
	 	 	 	 	 
	 	 	 	 
	 	 	2.01	 	Eligibility
	 	 	11	 
	 	 	 	 	 
	 	 	 	 
	 	 	2.02	 	Participation
	 	 	11	 
	 	 	 	 	 
	 	 	 	 
	 	 	2.03	 	Reemployment of Former Employees and Former Participants
	 	 	11	 
	 	 	 	 	 
	 	 	 	 
	 	 	2.04	 	Transferred Participants
	 	 	11	 
	 	 	 	 	 
	 	 	 	 
	 	 	2.05	 	Termination of Active Participation
	 	 	12	 
	 	 	 	 	 
	 	 	 	 
	 	 	2.06	 	Termination of Inactive Participation
	 	 	12	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE 3. CONTRIBUTIONS	 	 	13	 
	 	 	 	 	 
	 	 	 	 
	 	 	3.01	 	Salary Deferral Contributions
	 	 	13	 
	 	 	 	 	 
	 	 	 	 
	 	 	3.02	 	After-Tax Contributions
	 	 	15	 
	 	 	 	 	 
	 	 	 	 
	 	 	3.03	 	Matching Contributions
	 	 	16	 
	 	 	 	 	 
	 	 	 	 
	 	 	3.04	 	Nonelective Contributions
	 	 	16	 
	 	 	 	 	 
	 	 	 	 
	 	 	3.05	 	Rollover Contributions
	 	 	16	 
	 	 	 	 	 
	 	 	 	 
	 	 	3.06	 	Change in Contributions
	 	 	17	 
	 	 	 	 	 
	 	 	 	 
	 	 	3.07	 	Suspension of Contributions
	 	 	17	 
	 	 	 	 	 
	 	 	 	 
	 	 	3.08	 	Actual Deferral Percentage Test
	 	 	17	 
	 	 	 	 	 
	 	 	 	 
	 	 	3.09	 	Actual Contribution Percentage Test for Matching Contributions
	 	 	17	 
	 	 	 	 	 
	 	 	 	 
	 	 	3.10	 	Actual Contribution Percentage Test for After-Tax Contributions
	 	 	18	 
	 	 	 	 	 
	 	 	 	 
	 	 	3.11	 	Additional Provisions
	 	 	18	 
	 	 	 	 	 
	 	 	 	 
	 	 	3.12	 	Maximum Annual Additions
	 	 	19	 
	 	 	 	 	 
	 	 	 	 
	 	 	3.13	 	Return of Contributions
	 	 	21	 
	 	 	 	 	 
	 	 	 	 
	 	 	3.14	 	Contributions Not Contingent upon Profits
	 	 	22	 
	 	 	 	 	 
	 	 	 	 
	 	 	3.15	 	Contributions during Period of Military Leave
	 	 	22	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE 4. ESOP Provisions	 	 	24	 
	 	 	 	 	 
	 	 	 	 
	 	 	4.01	 	Exempt Loans
	 	 	24	 
	 	 	 	 	 
	 	 	 	 





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	 	 	 	 	 	 	Page
	 	 	4.02	 	Repayment of Exempt Loan
	 	 	26	 
	 	 	 	 	 
	 	 	 	 
	 	 	4.03	 	Release of Company Stock from Suspense Subfund
	 	 	26	 
	 	 	 	 	 
	 	 	 	 
	 	 	4.04	 	Allocation of Company Stock Released from Released and Unallocated Subfund
	 	 	28	 
	 	 	 	 	 
	 	 	 	 
	 	 	4.05	 	Limitations on ESOP Allocations to Certain Participants
	 	 	28	 
	 	 	 	 	 
	 	 	 	 
	 	 	4.06	 	Nonleveraged ESOP
	 	 	28	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE 5. INVESTMENT OF CONTRIBUTIONS	 	 	30	 
	 	 	 	 	 
	 	 	 	 
	 	 	5.01	 	Investment Funds
	 	 	30	 
	 	 	 	 	 
	 	 	 	 
	 	 	5.02	 	Investment of Participants’ Accounts
	 	 	30	 
	 	 	 	 	 
	 	 	 	 
	 	 	5.03	 	Responsibility for Investments
	 	 	31	 
	 	 	 	 	 
	 	 	 	 
	 	 	5.04	 	Change of Election
	 	 	31	 
	 	 	 	 	 
	 	 	 	 
	 	 	5.05	 	Reallocation of Accounts among the Investment Funds
	 	 	31	 
	 	 	 	 	 
	 	 	 	 
	 	 	5.06	 	Limitations Imposed by Contract
	 	 	32	 
	 	 	 	 	 
	 	 	 	 
	 	 	5.07	 	Voting and Tender of Mutual Fund Shares
	 	 	32	 
	 	 	 	 	 
	 	 	 	 
	 	 	5.08	 	Investment of ESOP Account
	 	 	32	 
	 	 	 	 	 
	 	 	 	 
	 	 	5.09	 	Investment and Reinvestment of Company Stock Fund
	 	 	32	 
	 	 	 	 	 
	 	 	 	 
	 	 	5.10	 	Voting and Tendering of Company Stock
	 	 	33	 
	 	 	 	 	 
	 	 	 	 
	 	 	5.11	 	Confidentiality
	 	 	34	 
	 	 	 	 	 
	 	 	 	 
	 	 	5.12	 	Dividends, Splits, and Recapitalizations
	 	 	35	 
	 	 	 	 	 
	 	 	 	 
	 	 	5.13	 	ERISA Section 404(c) Compliance
	 	 	36	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE 6. VALUATION OF THE ACCOUNTS	 	 	37	 
	 	 	 	 	 
	 	 	 	 
	 	 	6.01	 	Valuation of the Investment Funds
	 	 	37	 
	 	 	 	 	 
	 	 	 	 
	 	 	6.02	 	Right to Change Procedures
	 	 	37	 
	 	 	 	 	 
	 	 	 	 
	 	 	6.03	 	Statement of Accounts
	 	 	37	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE 7. VESTED PORTION OF ACCOUNTS	 	 	38	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE 8. WITHDRAWALS WHILE STILL EMPLOYED	 	 	39	 
	 	 	 	 	 
	 	 	 	 
	 	 	8.01	 	Withdrawal after Age 70
	 	 	39	 
	 	 	 	 	 
	 	 	 	 
	 	 	8.02	 	Hardship Withdrawal
	 	 	39	 
	 	 	 	 	 
	 	 	 	 
	 	 	8.03	 	After-Tax Contributions Distributions
	 	 	42	 
	 	 	 	 	 
	 	 	 	 
	 	 	8.04	 	Procedures and Restrictions
	 	 	42	 
	 	 	 	 	 
	 	 	 	 
	 	 	8.05	 	In-Service Distributions of Normal Distribution Account
	 	 	43	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE 9. LOANS TO PARTICIPANTS	 	 	45	 
	 	 	 	 	 
	 	 	 	 
	 	 	9.01	 	Establishment of Loan Rules
	 	 	45	 
	 	 	 	 	 
	 	 	 	 
	 	 	9.02	 	Loan Availability
	 	 	45	 
	 	 	 	 	 
	 	 	 	 
	 	 	9.03	 	Loan Terms and Conditions
	 	 	45	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE 10. DISTRIBUTION OF ACCOUNTS UPON TERMINATION OF EMPLOYMENT	 	 	48	 






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	 	 	 	 	 	 	Page
	 	 	10.01	 	Eligibility
	 	 	48	 
	 	 	 	 	 
	 	 	 	 
	 	 	10.02	 	Forms of Distribution
	 	 	48	 
	 	 	 	 	 
	 	 	 	 
	 	 	10.03	 	Commencement of Payments
	 	 	51	 
	 	 	 	 	 
	 	 	 	 
	 	 	10.04	 	Required Minimum Distributions
	 	 	52	 
	 	 	 	 	 
	 	 	 	 
	 	 	10.05	 	Small Benefits
	 	 	56	 
	 	 	 	 	 
	 	 	 	 
	 	 	10.06	 	Status of Accounts Pending Distribution
	 	 	56	 
	 	 	 	 	 
	 	 	 	 
	 	 	10.07	 	Proof of Death and Right of Beneficiary or Other Person
	 	 	56	 
	 	 	 	 	 
	 	 	 	 
	 	 	10.08	 	Distribution Limitation
	 	 	57	 
	 	 	 	 	 
	 	 	 	 
	 	 	10.09	 	Direct Rollover of Certain Distributions
	 	 	57	 
	 	 	 	 	 
	 	 	 	 
	 	 	10.10	 	Waiver of Notice Period
	 	 	57	 
	 	 	 	 	 
	 	 	 	 
	 	 	10.11	 	Put Options
	 	 	58	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE 11. ADMINISTRATION OF PLAN	 	 	59	 
	 	 	 	 	 
	 	 	 	 
	 	 	11.01	 	Appointment of Committee
	 	 	59	 
	 	 	 	 	 
	 	 	 	 
	 	 	11.02	 	Duties of Committee
	 	 	59	 
	 	 	 	 	 
	 	 	 	 
	 	 	11.03	 	Meetings 
	 	 	59	 
	 	 	 	 	 
	 	 	 	 
	 	 	11.04	 	Compensation and Bonding
	 	 	59	 
	 	 	 	 	 
	 	 	 	 
	 	 	11.05	 	Establishment of Rules
	 	 	59	 
	 	 	 	 	 
	 	 	 	 
	 	 	11.06	 	Appointment of Investment Committee
	 	 	60	 
	 	 	 	 	 
	 	 	 	 
	 	 	11.07	 	Duties of Investment Committee
	 	 	60	 
	 	 	 	 	 
	 	 	 	 
	 	 	11.08	 	Individual Accounts
	 	 	60	 
	 	 	 	 	 
	 	 	 	 
	 	 	11.09	 	Appointment of Investment Manager
	 	 	61	 
	 	 	 	 	 
	 	 	 	 
	 	 	11.10	 	Prudent Conduct
	 	 	61	 
	 	 	 	 	 
	 	 	 	 
	 	 	11.11	 	Service in More than One Fiduciary Capacity
	 	 	61	 
	 	 	 	 	 
	 	 	 	 
	 	 	11.12	 	Limitation of Liability
	 	 	61	 
	 	 	 	 	 
	 	 	 	 
	 	 	11.13	 	Indemnification
	 	 	62	 
	 	 	 	 	 
	 	 	 	 
	 	 	11.14	 	Named Fiduciary
	 	 	62	 
	 	 	 	 	 
	 	 	 	 
	 	 	11.15	 	Claims and Review Procedures
	 	 	62	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE 12. MANAGEMENT OF FUNDS	 	 	65	 
	 	 	 	 	 
	 	 	 	 
	 	 	12.01	 	Trust Agreement
	 	 	65	 
	 	 	 	 	 
	 	 	 	 
	 	 	12.02	 	Exclusive Benefit Rule
	 	 	65	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE 13. AMENDMENT, MERGER, AND TERMINATION	 	 	66	 
	 	 	 	 	 
	 	 	 	 
	 	 	13.01	 	Amendment of the Plan
	 	 	66	 
	 	 	 	 	 
	 	 	 	 
	 	 	13.02	 	Merger, Consolidation, or Transfer
	 	 	66	 
	 	 	 	 	 
	 	 	 	 
	 	 	13.03	 	Additional Participating Employers
	 	 	66	 
	 	 	 	 	 
	 	 	 	 
	 	 	13.04	 	Termination of the Plan
	 	 	67	 






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	 	 	 	 	 	 	Page
	 	 	 	 	 
	 	 	 	 
	ARTICLE 14. GENERAL PROVISIONS	 	 	69	 
	 	 	 	 	 
	 	 	 	 
	 	 	14.01	 	Nonalienation
	 	 	69	 
	 	 	 	 	 
	 	 	 	 
	 	 	14.02	 	Conditions of Employment Not Affected by the Plan
	 	 	70	 
	 	 	 	 	 
	 	 	 	 
	 	 	14.03	 	Facility of Payment
	 	 	70	 
	 	 	 	 	 
	 	 	 	 
	 	 	14.04	 	Erroneous Allocation
	 	 	70	 
	 	 	 	 	 
	 	 	 	 
	 	 	14.05	 	Information
	 	 	70	 
	 	 	 	 	 
	 	 	 	 
	 	 	14.06	 	Top-Heavy Provisions
	 	 	71	 
	 	 	 	 	 
	 	 	 	 
	 	 	14.07	 	Prevention of Escheat
	 	 	73	 
	 	 	 	 	 
	 	 	 	 
	 	 	14.08	 	Written Elections
	 	 	74	 
	 	 	 	 	 
	 	 	 	 
	 	 	14.09	 	Construction
	 	 	74	 
	 	 	 	 	 
	 	 	 	 
	 	 	14.10	 	Electronic Transmission of Notices to Participants
	 	 	74	 
	 	 	 	 	 
	 	 	 	 
	 	 	14.11	 	Temporary Suspension of Certain Plan Activities in Connection with a Recordkeeper Change
	 	 	74	 






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SCHERING-PLOUGH
EMPLOYEES’




SAVINGS
PLAN




Amended
and Restated




Effective
January 1, 2006




ARTICLE 1. DEFINITIONS





	1.01	 	“Accounts” means the Salary Deferral Account, Matching Account, Nonelective Account, Normal
Distribution Account, Retirement Distribution Account, ESOP Account, Rollover Account,
After-Tax Contribution Account, and such other accounts as the Committee may establish.
	 
	1.02	 	“Actual Contribution Percentage” means for After-Tax Contributions described in Section 3.10,
the average of ratios, calculated separately for each Eligible Employee in the group, of (1)
the amount of After-Tax Contributions for a Plan Year and, to the extent that the Company
elects and to the extent permitted under the Code and the applicable regulations for the
applicable Plan Year, Matching Contributions, provided, however, that if the Company elects to
disregard Matching Contributions it shall do so in accordance with Treasury Regulation §
1.401(m)-2(a)(5)(iv) or such subsequent guidance as may be applicable, to (2) the Eligible
Employees’ Statutory Compensation for that entire Plan Year, provided that, upon the direction
of the Committee, Statutory Compensation for a Plan Year shall only be counted if received
during the period that an Eligible Employee is eligible to make After-Tax Contributions. The
Actual Contribution Percentage for each group and the ratio determined for each Eligible
Employee in the group shall be calculated to the nearest one-hundredth of one percent. For
purposes of determining the Actual Contribution Percentage for a Plan Year, Matching
Contributions may be taken into account for a Plan Year only if they:






	 	(a)	 	Relate to Salary Deferral Contributions that are credited to the Eligible
Employee’s Account during the Plan Year;
	 
	 	(b)	 	Are allocated to the Eligible Employee as of a date within that Plan Year; and
	 
	 	(c)	 	Are actually paid to the Trustee no later than twelve months after the end of
the Plan Year to which the contributions relate.




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	1.03	 	“Affiliated Employer” means any company that is a member of a controlled group of
corporations (as defined in Code Section 414(b)) that also includes as a member an Employer;
any trade or business under common control (as defined in Code Section 414(c)) with an
Employer; any organization (whether or not incorporated) that is a member of an affiliated
service group (as defined in Code Section 414(m)) that includes an Employer; and any other
entity required to be aggregated with an Employer pursuant to Treasury regulations under Code
Section 414(o). Notwithstanding the foregoing, for purposes of defining Leased Employees and
Section 3.12, the definitions in Code Sections 414(b) and (c) shall be modified as provided in
Code Section 415(h).
	 
	1.04	 	“After-Tax Contributions Account” means the account credited with the After-Tax Contributions
made on a Participant’s behalf, including all earnings and gains attributable thereto, and
reduced by all losses attributable thereto, all expenses chargeable thereto and all
withdrawals and distributions therefrom.
	 
	1.05	 	“After-Tax Contributions” means amounts contributed to the plan on an after-tax basis
pursuant to Section 3.02.
	 
	1.06	 	“Alternate Payee” means the person entitled to receive payment of benefits under the Plan
pursuant to a qualified domestic relations order as defined in Code Section 414(p).
	 
	1.07	 	“Annual Dollar Limit” means $200,000, as adjusted from time to time for cost of living in
accordance with Code Section 401(a)(17)(B). As of January 1, 2006, the Annual Dollar Limit is
$220,000.
	 
	1.08	 	“Associated Company” means any corporation or other entity that is a subsidiary of or
associated with the Company and which is not an Employer or Affiliated Employer.
	 
	1.09	 	“Beneficiary” means any person(s) or entity designated by a Participant to receive any
benefits payable in the event of the Participant’s death. However, a married Participant’s
spouse shall be deemed to be the Participant’s Beneficiary, unless or until the Participant
elects another Beneficiary with Spousal Consent. If no Beneficiary designation is in effect
at the Participant’s death, or if no person(s) or entity so designated survives the
Participant, the Participant’s surviving spouse, if any, shall be deemed to be the
Beneficiary; otherwise the Beneficiary shall be the estate of the Participant.
	 
	1.10	 	“Board of Directors” means the Board of Directors of the Plan Sponsor.




-2-









 












	1.11	 	“Catch-Up Contributions” means Salary Deferral Contributions made to the Plan pursuant to
Section 3.01(b), which constitute catch-up contributions under Code Section 414(v). The
determination of whether any Salary Deferral Contribution constitutes a Catch-Up Contribution
for a Plan Year shall be determined as of the end of such Plan Year, in accordance with Code
Section 414(v) and the regulations thereunder.
	 
	1.12	 	“Code” means the Internal Revenue Code of 1986, as amended from time to time.
	 
	1.13	 	“Committee” means the Employee Benefits Committee or its delegate, established by the Company
to administer the Plan as provided in Article 11.
	 
	1.14	 	“Company” means Schering-Plough Corporation, or any successor by merger, purchase, or
otherwise.
	 
	1.15	 	“Company Stock” means the common stock of the Company that constitutes qualifying employer
securities under Code Section 409(l).
	 
	1.16	 	“Company Stock Fund” means the Investment Fund that is intended to be invested primarily in
Company Stock.
	 
	1.17	 	“Compensation” means the sum of an Eligible Employee’s base pay, commissions, paid cash
bonus, overtime, and shift differential paid through an Employer’s U.S. payroll or, except to
the extent otherwise designated by the Committee under rules equally applicable to similarly
situated employees, reported by an Affiliated Employer on the Eligible Employee’s U.S. federal
income tax reporting statement, for services rendered to the Employer, determined prior to any
reduction pursuant to Section 3.01, a cafeteria plan under Code Section 125, or a qualified
transportation fringe under Code Section 132(f)(4). For purposes of this Section, amounts
that are not includible in gross income by reason of Code Section 125 include any amounts not
available to an Eligible Employee in cash in lieu of group health coverage because the
Eligible Employee is unable to certify that he or she has other health coverage. Such amounts
shall be treated as amounts under Code Section 125 only if the Employer does not request or
collect information regarding the Eligible Employee’s other health coverage as part of the
enrollment process for the health plan. Compensation for a Plan Year, however, shall not
exceed the Annual Dollar Limit. In the case of Salary Deferral Contributions, the Annual
Dollar Limit shall apply to Compensation earned after the date in the Plan Year that an
Eligible Employee first elects to make contributions under Section 3.01.




-3-









 






	1.18	 	“Distributee” means an Employee or former Employee, the Employee’s or former Employee’s
surviving spouse, or an Alternate Payee.
	 
	1.19	 	“Earnings” means the amount of earnings to be returned with any excess deferrals or excess
contributions under Section 3.01 or 3.07 for a Plan Year, determined as of the last day of
such Plan Year under the Plan’s method of allocating income to Participants’ Accounts pursuant
to Article 6.
	 
	1.20	 	“Effective Date” means January 1, 2006, the date of this amendment and restatement. The
original effective date of the Plan was January 1, 1983.
	 
	1.21	 	“Eligible Employee” means an Employee who receives stated compensation from an Employer other
than a pension, severance pay, retainer, or fee under contract and works in the United States
permanently, or normally works in the United States and receives compensation from an Employer
but is on temporary assignment outside of the United States; however, the term “Eligible
Employee” excludes (a) any person who is included in a unit of employees covered by a
collective bargaining agreement that does not provide for his or her participation in the
Plan; (b) any person who serves only as a director of an Employer; (c) any person who is not a
citizen of the United States and who is on temporary assignment with an Employer for a period
not exceeding five years, unless the Committee or its delegate determines otherwise; (d) any
person who is, agrees, or has agreed that he or she is an independent contractor, or who has
any agreement or understanding with an Employer or Affiliated Employer that the person is not
an Employee or Eligible Employee, even if the individual previously may have been an Employee
or Eligible Employee; (e) any Leased Employee; or (f) any person who is employed by a
temporary or other employment agency, regardless of the amount of control, supervision, or
training provided by an Employer or Affiliated Employer, whether or not such person is a
Leased Employee. These exclusions are unaffected by any ruling of a court, agency, or other
authority holding that any person is in fact an employee of an Employer or Affiliated Employer
under any standard whatsoever.
	 
	1.22	 	“Eligible Retirement Plan” means:






	 	(a)	 	an individual retirement account described in Code Section 408(a);
	 
	 	(b)	 	an individual retirement annuity described in Code Section 408(b) (other than
an endowment contract);




-4-









 












	 	(c)	 	an annuity contract described in Code Section 403(a);
	 
	 	(d)	 	a qualified plan described in Code Section 401(a) that accepts the
Distributee’s Eligible Rollover Distribution;
	 
	 	(e)	 	an eligible deferred compensation plan described in Code Section 457(b) that 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 that will separately
account for the Distributee’s Eligible Rollover Distribution; or
	 
	 	(f)	 	an annuity contract described in Code Section 403(b).






	1.23	 	“Eligible Rollover Distribution” means any distribution of all or any portion of the balance
to the credit of the Distributee, except that an Eligible Rollover Distribution does not
include (a) 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 of the Distributee’s Beneficiary, or for a specified period of ten years or
more; (b) any distribution to the extent such distribution is required under Code Section
401(a)(9); (c) any distribution to the extent such distribution is not included in gross
income (determined without regard to the exclusion for net unrealized appreciation with
respect to employer securities); and (d) any hardship distribution.
	 
	 	 	Notwithstanding the foregoing, subsection (c) above shall not apply to a distribution that
is rolled over to an individual retirement account or an individual retirement annuity or a
qualified defined contribution plan that will separately account for the portion of the
distribution that is includible in gross income.
	 
	1.24	 	“Employee” means an individual who is a regular full-time, regular part-time, or Flexible
Workforce employee of an Employer or Affiliated Employer and who is paid by such Employer or
Affiliated Employer.
	 
	1.25	 	“Employer” means the Plan Sponsor, with respect to its employees; or any other company
participating in the Plan as provided in Section 13.03, with respect to its employees.
	 
	1.26	 	“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to
time.




-5-









 






	1.27	 	“ESOP Account” means the account that is invested in the Company Stock Fund and which is
governed by Article 4, including all earnings and gains attributable thereto, and reduced by
all losses attributable thereto, all expenses chargeable thereto and all withdrawals and
distributions therefrom.
	 
	1.28	 	“ESOP Trust” means the portion of the Trust Fund attributable to amounts held in the ESOP
Accounts, the Suspense Subfund, and the Released and Unallocated Subfund.
	 
	1.29	 	“ESOP Trustees” means the party or parties appointed by the Board of Directors as trustee of
the ESOP Trust and named as trustee pursuant to the trust agreement governing the ESOP Trust
or any successors thereto.
	 
	1.30	 	“Exempt Loan” means any loan to the Plan or Trust not prohibited by Code Section 4975(c) or
ERISA Section 406 because the loan meets the requirements set forth in Code Section
4975(d)(3), ERISA Section 408(b)(3), and the regulations promulgated thereunder, the proceeds
of which loan are used to finance the acquisition of Company Stock or refinance or repay such
loan.
	 
	1.31	 	“Highly-Compensated Employee” means for a Plan Year any employee of an Employer or an
Affiliated Employer (whether or not eligible for participation in the Plan) who:






	 	(a)	 	was a five percent owner (as defined in Code Section 416(i)) for such Plan Year
or the prior Plan Year, or
	 
	 	(b)	 	for the preceding Plan Year received Statutory Compensation in excess of
$100,000. The $100,000 dollar amount in the preceding sentence shall be adjusted from
time to time for cost of living in accordance with Code Section 414(q).






	 	 	Notwithstanding the foregoing, employees who are nonresident aliens and who receive no
earned income from an Employer or an Affiliated Employer that constitutes income from
sources within the United States shall be disregarded for all purposes of this Section.
	 
	 	 	The provisions of this Section shall be further subject to such additional requirements as
shall be described in Code Section 414(q) and its applicable regulations, which shall
override any aspects of this Section inconsistent therewith.
	 
	1.32	 	“Hour of Service” means each hour for which the employee is paid or entitled to payment for
the performance of duties for an Employer or Affiliated Employer.




-6-









 






	1.33	 	“Inactive Participant” means an individual who is no longer an Eligible Employee but who has
a non-forfeitable right to an Account under the terms of the Plan. An Inactive Participant
shall be treated in all respects as a Participant in the Plan, except that:






	 	(a)	 	he or she shall not be entitled to receive an allocation of any contributions
made under Article 3 of the Plan, and
	 
	 	(b)	 	Inactive Participants who are no longer Employees shall be ineligible to
receive a distribution under Article 8 or a loan under Article 9 of the Plan.






	1.34	 	“Investment Committee” means the Schering-Plough Employee Benefits Investment Committee.
	 
	1.35	 	“Investment Fund” means the separate funds or investment vehicles in which contributions to
the Plan are invested in accordance with Article 5.
	 
	1.36	 	“Leased Employee” means any person (other than a common law employee of an Employer) who,
pursuant to an agreement has performed services for the Employer or any related persons
determined in accordance with Code Section 414(n)(6) on a substantially full-time basis for a
period of at least one year and such services are performed under the primary direction of or
control by the Employer. In the case of any person who is a Leased Employee before or after a
period of service as an Eligible Employee, the entire period during which he or she has
performed services as a Leased Employee shall be counted as service as an Eligible Employee
for all purposes of the Plan, except that he or she shall not, by reason of that status,
become a Participant of the Plan or have contributions made to the Plan on his or her behalf
while a Leased Employee.
	 
	1.37	 	“Matching Account” means the account credited with Matching Contributions made by the
Employer, including all earnings and gains attributable thereto, and reduced by all losses
attributable thereto, all expenses chargeable thereto and all withdrawals and distributions
therefrom.
	 
	1.38	 	“Matching Contributions” means the amounts contributed by the Employer pursuant to Section
3.03.
	 
	1.39	 	“Non-Highly-Compensated Employee” means for any Plan Year an employee of an Employer or an
Affiliated Employer who is not a Highly-Compensated Employee for that Plan Year.




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	1.40	 	“Nonelective Account” means the account credited with Nonelective Contributions made by the
Employer, including all earnings and gains attributable thereto, and reduced by all losses
attributable thereto, all expenses chargeable thereto and all withdrawals and distributions
therefrom. Contributions made to this Nonelective Account are intended to satisfy the safe
harbor contribution requirement under Code Section 401(k)(11).
	 
	1.41	 	“Nonelective Contributions” means the amounts contributed by the Employer pursuant to Section
3.04. Nonelective Contributions are intended to satisfy the safe harbor contribution
requirement under Code Section 401(k)(11).
	 
	1.42	 	“Normal Distribution Account” means the account established and maintained under Section
5.01(a) of the Prior Plan, which, as of the Effective Date, was merged into this Plan. The
Company froze all contributions to the Normal Distribution Account as of December 31, 2003,
and no contributions were made to the Normal Distribution Account for the 2003 Plan Year. The
Normal Distribution Account shall be subject to the separate in-service distribution
provisions described in Section 8.05 of the Plan.
	 
	1.43	 	“Notice” means the indication by the Eligible Employee of his or her intents through the
written, electronic, or telephonic means provided for the particular purpose by the Committee
or its delegate.
	 
	1.44	 	“Participant” means an Eligible Employee who begins participation in the Plan pursuant to
Article 2, except as otherwise expressly provided in the Plan. “Participant” shall also
include an Inactive Participant.
	 
	1.45	 	“Plan” means the Schering-Plough Employees’ Savings Plan as set forth in this document or as
amended from time to time.
	 
	1.46	 	“Plan Sponsor” means Schering Corporation, or any successor by merger, purchase, or
otherwise.
	 
	1.47	 	“Plan Year” means the twelve-month period beginning on any January 1.
	 
	1.48	 	“Prior Plan” means the Schering-Plough Employees’ Profit-Sharing Incentive Plan, as amended
and restated effective January 1, 2003, which was previously sponsored by the Company. All
assets and liabilities of the Prior Plan, first effective as of January 1, 1956, were merged
into this Plan as of September 10, 2004.




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	1.49	 	“Released and Unallocated Subfund” means the subfund established and maintained in the ESOP
Trust to hold Company Stock released from the Suspense Subfund, but not yet allocated to ESOP
Accounts.
	 
	1.50	 	“Required Beginning Date” means the April 1 of the calendar year following the later of (a)
the calendar year in which the Participant attains age 701/2, or (b) the calendar year in which
the Participant retires. For purposes of a five percent owner (as defined in Code Section
416(i)), his or her Required Beginning Date means the April 1 of the calendar year following
the calendar year in which the Participant attains age 701/2.
	 
	1.51	 	“Retirement Distribution Account” means the account established and maintained under Section
5.01(b) of the Prior Plan, which, as of the Effective Date, was merged into this Plan. No
further contributions shall be made on a Participant’s behalf to the Retirement Distribution
Account. If elected by the Participant pursuant to Section 8.05(b) of this Plan, the
Retirement Distribution Account also shall include amounts transferred from the electing
Participant’s Normal Distribution Account.
	 
	1.52	 	“Rollover Account” means the account credited with the Rollover Contributions made by a
Participant, including all earnings and gains attributable thereto, and reduced by all losses
attributable thereto, all expenses chargeable thereto and all withdrawals and distributions
therefrom.
	 
	1.53	 	“Rollover Contributions” means amounts contributed pursuant to Section 3.05.
	 
	1.54	 	“Salary Deferral Account” means the account credited with the Salary Deferral Contributions
made on a Participant’s behalf, including all earnings and gains attributable thereto, and
reduced by all losses attributable thereto, all expenses chargeable thereto and all
withdrawals and distributions therefrom.
	 
	1.55	 	“Salary Deferral Contributions” means amounts contributed pursuant to Section 3.01.
	 
	1.56	 	“Savings Trust” means the portion of the Trust Fund attributable to any amounts not held
under the ESOP Trust.
	 
	1.57	 	“Savings Trustee” means the party or parties appointed by the Board of Directors as trustee
of the Savings Trust and named as trustee pursuant to the trust agreement governing the
Savings Trust or any successors thereto.




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	1.58	 	“Spousal Consent” means the written consent of a Participant’s spouse to the Participant’s
designation of a specified Beneficiary. The specified Beneficiary shall not be changed unless
further Spousal Consent is given. The spouse’s consent shall be witnessed by a Plan
representative or notary public. The consent of the spouse shall also acknowledge the effect
on him or her of the Participant’s election. The requirement for spousal consent may be
waived by the Committee or its delegate if it believes there is no spouse, or the spouse
cannot be located, or because of such other circumstances as may be established by applicable
law. Spousal Consent shall be applicable only to the particular spouse who provides such
consent.
	 
	1.59	 	“Statutory Compensation” means an Employee’s total compensation up to the Annual Dollar Limit
paid by an Employer or an Affiliated Employer that is reported on the Employee’s federal
income tax reporting statement (Form W-2) for the Plan Year. For purposes of determining
Highly-Compensated Employees and Key Employees under Section 14.06, Statutory Compensation
shall include amounts contributed by an Employer pursuant to a salary reduction agreement that
are not includible in the gross income of the Employee under Code Sections 125, 132(f)(4),
402(e)(3), 402(h), or 403(b). For all other purposes, Statutory Compensation shall also
include the amounts referred to in the preceding sentence, unless the Committee directs
otherwise for a particular Plan Year. For purposes of this Section, amounts that are not
includible in gross income by reason of Code Section 125 include any amounts not available to
an employee in cash in lieu of group health coverage because the employee is unable to certify
that he or she has other health coverage, provided that such amounts shall be treated as
amounts under Code Section 125 only if the Employer does not request or collect information
regarding the employee’s other health coverage as part of the enrollment process for the
health plan.
	 
	1.60	 	“Suspense Subfund” means the subfund of the ESOP Trust that holds Company Stock and that has
been purchased with the proceeds of an Exempt Loan before such Company Stock has been released
to the Released and Unallocated Subfund and allocated to ESOP Accounts.
	 
	1.61	 	“Trust Fund” means the fund established by the Plan Sponsor as part of the Plan into which
contributions are to be made and from which benefits are to be paid in accordance with the
terms of the Plan.
	 
	1.62	 	“Trustee” means, collectively, the ESOP Trustee and the Savings Trustee.
	 
	1.63	 	“Valuation Date” means each trading day of the New York Stock Exchange.




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ARTICLE 2. ELIGIBILITY AND PARTICIPATION





	2.01	 	Eligibility
	 
	 	 	Each Employee shall be eligible to become a Participant on any date coincident with or
following the date he or she first completes one Hour of Service, provided he or she is then
an Eligible Employee.
	 
	2.02	 	Participation
	 
	 	 	Each Eligible Employee who was a Participant on the day before the Effective Date shall
remain a Participant as of the Effective Date. Every other Eligible Employee who meets the
eligibility requirements of Section 2.01 shall become a Participant on the earlier of:






	 	(a)	 	the date on which he she receives a Nonelective Contribution, or
	 
	 	(b)	 	as soon as administratively practicable following the date on which he or she
in the manner prescribed by the Committee or its delegate:






	 	(i)	 	makes the election described in Section 3.01 or 3.02;
	 
	 	(ii)	 	authorizes the Employer to reduce his or her Compensation; and
	 
	 	(iii)	 	names a Beneficiary.






	2.03	 	Reemployment of Former Employees and Former Participants






	 	(a)	 	Any person reemployed by an Employer as an Eligible Employee, who was
previously a Participant or who was previously eligible to become a Participant, shall
become a Participant as soon as administratively practicable following his or her
reemployment.
	 
	 	(b)	 	Any person reemployed by an Employer as an Eligible Employee, who was not
previously eligible to become a Participant, shall be eligible to become a Participant
on any date coincident with or next following the date he or she completes one Hour of
Service, provided he or she is then an Eligible Employee. Such reemployed Eligible
Employee shall become a Participant as soon as administratively practicable following
his or her reemployment.






	2.04	 	Transferred Participants




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	 	 	A Participant who remains in the employ of an Employer, an Affiliated Employer, or, solely
to the extent designated by the Committee under rules equally applicable to similarly
situated employees, an Associated Company but ceases to be an Eligible Employee shall
continue to be a Participant of the Plan but shall not be eligible to make Salary Deferral
Contributions while his or her employment status is other than as an Eligible Employee.
	 
	2.05	 	Termination of Active Participation
	 
	 	 	A Participant’s active participation shall terminate on the date he or she is no longer
employed by an Employer, an Affiliated Employer, or, solely to the extent designated by the
Committee under rules equally applicable to similarly situated employees, an Associated
Company. Unless Section 2.06 applies, a Participant shall become an Inactive Participant
upon termination of active participation.
	 
	2.06	 	Termination of Inactive Participation
	 
	 	 	An individual shall no longer be an Inactive Participant once he or she has received a full
distribution of his or her Account balance.




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ARTICLE 3. CONTRIBUTIONS





	3.01	 	Salary Deferral Contributions






	 	(a)	 	While an Eligible Employee, a Participant may elect to reduce his or her
Compensation payable:






	 	(i)	 	with respect to a Participant covered by a collective
bargaining agreement between an Employer and the International Chemical Workers
Union, Council of the United Food and Commercial Workers International Union
No. 194-C, by at least one percent and not more than six percent; or
	 
	 	(ii)	 	with respect to any other Participant, by at least one percent
and not more than 50 percent, in multiples of one percent, and have that amount
contributed to the Plan by his or her Employer as Salary Deferral
Contributions. Salary Deferral Contributions shall be further limited as
provided below and in Sections 3.12 and 3.13. Any Salary Deferral
Contributions shall be paid to the Trustee as soon as practicable, but in no
event later than the 15th day of the month following the month in which the
amounts would otherwise have been payable to the Participant in cash.






	 	(b)	 	A Participant who has attained or will attain age 50 by the last day of a Plan
Year may elect, in accordance with procedures prescribed by the Committee or its
delegate, to make Catch-Up Contributions for any Plan Year in accordance with and
subject to the limitations of Code Section 414(v). Such Catch-Up Contributions shall
be subject to the following special rules:






	 	(i)	 	A Participant’s Catch-Up Contributions shall not be taken into
account for purposes of applying the limitations under Code Sections 402(g) and
415.
	 
	 	(ii)	 	The Plan shall not be treated as failing to satisfy the
provisions of the Plan implementing the requirements of Code Sections
401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416, as applicable, by reason of
making such Catch-Up Contributions.
	 
	 	(iii)	 	The determination of whether a Salary Deferral Contribution
under this Section constitutes a Catch-Up Contribution for any Plan Year shall
be determined as of




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	 	 	 	the end of such Plan Year, in accordance with Code Section 414(v). Salary
Deferral Contributions that are intended to be Catch-Up Contributions for a
Plan Year but which do not qualify as Catch-Up Contributions as of the end
of the Plan Year shall be treated for all purposes under the Plan as Salary
Deferral Contributions made under Section 3.01(a).
	 
	 	(iv)	 	In the event that the sum of a Participant’s Catch-Up
Contributions and similar contributions to any other qualified defined
contribution plan and/or plan described in Code Section 403(b) that is
maintained by the Employer or an Affiliated Employer exceeds the dollar limit
on catch-up contributions under Code Section 414(v) for any calendar year as in
effect for such calendar year, the Participant shall be deemed to have elected
a return of the Catch-Up Contributions in excess of the limit under Code
Section 414(v) and such amount shall be treated in the same manner as “excess
deferrals” under Section 3.01(d).
	 
	 	(v)	 	If a Participant makes catch-up contributions under a qualified
defined contribution plan and/or plan described in Code Section 403(b) that is
maintained by an employer other than the Employer or an Affiliated Employer for
any calendar year and those contributions when added to his or her Catch-Up
Contributions exceed the dollar limit on catch-up contributions under Code
Section 414(v) for that calendar year, the Participant may allocate all or a
portion of such “excess catch-up contributions” to this Plan. In the event
such Participant notifies the Committee or its delegate of the “excess catch-up
contributions” in the same manner as is required for allocated “excess
deferrals” under Section 3.01(d), such “excess catch-up contributions” shall be
distributed in the same manner as “excess deferrals” under Section 3.01(d).






	 	(c)	 	In no event shall the Participant’s Salary Deferral Contributions and similar
contributions made on his or her behalf by an Employer or an Affiliated Employer to all
plans, contracts, or arrangements subject to the provisions of Code Section 401(a)(30)
in any calendar year exceed $15,000, as adjusted from time to time for cost of living
pursuant to Code Section 402(g)(5), except as permitted under Code section 414(v). If
a Participant’s Salary Deferral Contributions in a calendar year reach that dollar
limitation, his or her election of Salary Deferral Contributions for the remainder of
the calendar year shall be canceled. As of the first pay period of the calendar year
following such




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	 	 	 	cancellation, the Participant’s election of Salary Deferral Contributions shall
again become effective in accordance with his or her previous election, unless the
Participant elects otherwise in accordance with Section 3.06.
	 
	 	(d)	 	In the event that the sum of the Salary Deferral Contributions and similar
contributions to any other qualified defined contribution plan maintained by an
Employer or an Affiliated Employer exceeds the dollar limitation in Section 3.01(c) for
any calendar year, the Participant shall be deemed to have elected a return of Salary
Deferral Contributions in excess of such limit (“excess deferrals”) from this Plan.
The excess deferrals, together with Earnings, shall be returned to the Participant no
later than the April 15 following the end of the calendar year in which the excess
deferrals were made.
	 
	 	(e)	 	In no event may a Participant’s After-Tax Contributions and Salary Deferral
Contributions for a Plan Year exceed 50 percent of a Participant’s Compensation for
that Plan Year.
	 
	 	(f)	 	If a Participant makes tax-deferred contributions under another qualified
defined contribution plan maintained by an employer other than an Employer or an
Affiliated Employer for any calendar year and those contributions when added to his or
her Salary Deferral Contributions exceed the dollar limitation under Section 3.01(c)
for that calendar year, the Participant may allocate all or a portion of such excess
deferrals to this Plan. In that event, such excess deferrals, together with Earnings,
shall be returned to the Participant no later than the April 15 following the end of
the calendar year in which such excess deferrals were made. However, the Plan shall
not be required to return excess deferrals unless the Participant notifies the
Committee, in writing, by March 1 of that following calendar year of the amount of the
excess deferrals allocated to this Plan.






	3.02	 	After-Tax Contributions
	 
	 	 	Effective September 1, 2005, while an Eligible Employee, a Participant may elect to reduce
his or her Compensation payable by at least one percent and not more than 20 percent, in
multiples of one percent, and have that amount contributed to the Plan by his or her
Employer as After-Tax Contributions. In no event may a Participant’s After-Tax
Contributions and Salary Deferral Contributions exceed 50 percent of a Participant’s
Compensation for any Plan Year. Any After-Tax Contributions shall be paid to the Trustee as
soon as practicable, but in no event later than the




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	 	 	15th day of the month following the month in which the amounts would otherwise have been
payable to the Participant in cash.
	 
	3.03	 	Matching Contributions
	 
	 	 	On behalf of the Employers, the Company shall make Matching Contributions in an amount equal
to 100 percent of each Participant’s Salary Deferral Contributions; provided, however,
Matching Contributions shall not exceed two percent of the Participant’s Compensation.
Matching Contributions shall be paid by the Company to the Trustee no later than the date
required by applicable law.
	 
	3.04	 	Nonelective Contributions
	 
	 	 	Each payroll period (or such other period as designated by the Committee), the Company on
behalf of the Employers shall, as soon as administratively practicable following the end of
such period, contribute and pay over to the Trust Fund a sum equal to three percent of each
Eligible Employee’s Compensation for such period.
	 
	3.05	 	Rollover Contributions
	 
	 	 	With the permission of the Committee or its delegate and without regard to any limitations
on contributions set forth in this Article 3, the Plan may accept from or on behalf of an
Eligible Employee, whether or not he or she has met the eligibility requirements for
participation, a Rollover Contribution in cash, consisting of any amount excluding after-tax
amounts previously received (or deemed to be received) by him or her from an Eligible
Retirement Plan. Such Rollover Contribution may be received in either of the following
ways:






	 	(a)	 	The Plan may accept such amount as a direct rollover of an Eligible Rollover
Distribution from an Eligible Retirement Plan.
	 
	 	(b)	 	The Plan may accept such amount directly from the Employee, provided such
amount:






	 	(i)	 	was distributed to the Employee by an Eligible Retirement Plan;
	 
	 	(ii)	 	is received by the Plan on or before the 60th day after the day
it was received by the Employee; and
	 
	 	(iii)	 	would otherwise be included in gross income.




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	 	 	Notwithstanding paragraph (ii) above, the Committee or its delegate may accept a Rollover
Contribution more than 60 days after the amount was received by the Employee, provided the
Employee has received from the Secretary of the Treasury a waiver of the 60-day requirement,
pursuant to Code Section 402(c)(3)(B).
	 
	3.06	 	Change in Contributions
	 
	 	 	The percentages of Compensation designated by a Participant under Sections 3.01 and 3.02
shall automatically apply to increases and decreases in his or her Compensation. A
Participant may change his or her election under Sections 3.01 and 3.02 by giving such
Notice as the Committee or its delegate shall prescribe. The changed percentage shall
become effective as soon as administratively practicable following receipt by the Plan
Sponsor or its delegate of such Notice.
	 
	3.07	 	Suspension of Contributions






	 	(a)	 	A Participant may revoke his or her election under Sections 3.01 and 3.02 by
giving such Notice as the Committee or its delegate shall prescribe. The revocation
shall become effective as soon as administratively practicable following receipt by the
Plan Sponsor or its delegate of such Notice.
	 
	 	(b)	 	A Participant who has revoked his or her election under Sections 3.01 and 3.02
may resume having his or her Compensation reduced in accordance with Sections 3.01 and
3.02 by giving such Notice as the Committee or its delegate shall prescribe. The
resumption shall become effective as soon as administratively practicable following
receipt by the Plan Sponsor or its delegate of such Notice.






	3.08	 	Actual Deferral Percentage Test
	 
	 	 	The Plan shall meet the safe harbor requirements of Section 401(k)(12) of the Code for each
Plan Year and shall be deemed to automatically satisfy the actual deferral percentage test
set forth in Code section 401(k).
	 
	3.09	 	Actual Contribution Percentage Test for Matching Contributions
	 
	 	 	The Plan shall meet the safe harbor requirements of Code Section 401(m)(11) for each Plan
Year and, with respect to Matching Contributions, shall be deemed to automatically satisfy
the Actual Contribution Percentage test set forth in Code section 401(m)(11).




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	3.10	 	Actual Contribution Percentage Test for After-Tax Contributions
	 
	 	 	The Actual Contribution Percentage for a Plan Year for Highly-Compensated Employees who are
Participants or eligible to become Participants for that Plan Year shall not exceed the
Actual Contribution Percentage for the Plan Year for all Non-Highly-Compensated Employees
for the Plan Year who were Participants or eligible to become Participants during the Plan
Year multiplied by 1.25. If the Actual Contribution Percentage for such Highly-Compensated
Employees does not meet the foregoing test for the Plan Year, the Actual Contribution
Percentage for such Highly-Compensated Employees for that Plan Year may not exceed the
Actual Contribution Percentage for the Plan Year for all Non-Highly-Compensated Employees
for the Plan Year who were Participants or eligible to become Participants during the Plan
Year by more than two percentage points, and such Actual Contribution percentage for such
Highly-Compensated Employees for the Plan Year may not be more than 2.0 times the Actual
Contribution Percentage for the Plan Year for all Non-Highly-Compensated Employees for the
Plan Year who were Participants or eligible to become Participants during the Plan Year.
	 
	 	 	Notwithstanding any other provisions of the Plan, to the extent needed to meet the
limitations of Code Section 401(m), the Committee or its delegate shall forfeit After-Tax
Contributions and Matching Contributions (to the extent Matching Contributions were included
in the calculation of the Actual Contribution Percentage) made on behalf of a
Highly-Compensated Employees (“Excess Aggregate Contributions”), with After-Tax
Contributions to be forfeited first. The dollar amount of Excess Aggregate Contributions to
be forfeited shall be allocated to the Highly-Compensated Employees with the largest dollar
contributions taken into account in calculating the Actual Contribution Percentage test for
the year in which the excess arose, beginning with the Highly Compensated Employees with the
largest dollar amount and continuing in descending order of dollar amounts until the total
dollar amount represented by the Excess Aggregate Contributions have been allocated.
Forfeitures of Excess Aggregate Contributions shall be applied to reduce Matching
Contributions and Nonelective Contributions.
	 
	3.11	 	Additional Provisions






	 	(a)	 	If any Highly Compensated Employee is a participant in another qualified plan
of an Employer or an Affiliated Employer, other than an employee stock ownership plan
mandatorily disaggregated under Code Section 410(b), under which pre-tax contributions
are made on behalf of the Highly Compensated Employee, the Committee shall




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	 	 	 	implement rules, which shall be uniformly applicable to all employees similarly
situated, to take into account all such contributions for the Highly Compensated
Employee under all such plans in applying the limitations of Section 3.10. If any
other qualified plan has a plan year other than the Plan Year, the contributions to
be taken into account in applying the limitations of Section 3.10 shall be made in
the plan years ending with or within the same calendar year.
	 
	 	(b)	 	In the event that this Plan is aggregated with one or more other plans to
satisfy the requirements of Code Sections 401(a)(4) and 410(b) (other than for purposes
of the average benefit percentage test) or if one or more other plans is aggregated
with this Plan to satisfy the requirements of such sections of the Code, the provisions
of Section 3.10 shall be applied by determining the Actual Contribution Percentage of
employees as if all such plans were a single plan. If this Plan is permissively
aggregated with any other plan or plans for purposes of satisfying the provisions of
Code Section 401(k)(3), the aggregated plans must also satisfy the provisions of Code
Sections 401(a)(4) and 410(b) as though they were a single plan. Plans may be
aggregated under this subsection (b) only if they have the same plan year.
Notwithstanding the foregoing, this Plan shall only be aggregated with another plan to
the extent permitted under Treasury Regulations §§ 1.401(k)-1 and 1.401(m)-1 or such
other applicable guidance.
	 
	 	(c)	 	If the Committee or its delegate elects to apply the provisions of Code Section
410(b)(4)(B) to satisfy the requirements of Code Section 401(k)(3)(A)(i), the Committee
may apply the provisions of Section 3.10 by excluding from consideration all eligible
employees (other than Highly-Compensated Employees) who have not met the minimum age
and service requirements of Code Section 410(a)(1)(A).
	 
	 	3.12	 	Maximum Annual Additions






	 	(a)	 	Except to the extent permitted under Section 3.15 of the Plan and Code Section
414(v), the annual addition to a Participant’s Accounts for any Plan Year, which shall
be considered the “limitation year” for purposes of Code Section 415, when added to the
Participant’s annual addition for that Plan Year under any other qualified defined
contribution plan of an Employer or an Affiliated Employer, shall not exceed an amount
equal to the lesser of: (A) 100 percent of his or her Statutory Compensation for that
Plan Year or (B) $44,000, as adjusted pursuant to Code Section 415(d). The dollar
limit




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	 	 	 	referred to in (B) above shall not apply to any contributions for medical benefits
after separation from service (within the meaning of Code Section 401(h) or
419A(f)(2), which is otherwise treated as an annual addition.
	 
	 	(b)	 	For purposes of this Section, the “annual addition” to a Participant’s Accounts
under this Plan or any other qualified defined contribution plan (including a deemed
qualified defined contribution plan under a qualified defined benefit plan) maintained
by an Employer or an Affiliated Employer shall be the sum of:






	 	(i)	 	the total contributions, including Salary Deferral
Contributions, Matching Contributions, and Nonelective Contributions, made on
the Participant’s behalf by all Employers and Affiliated Employers;
	 
	 	(ii)	 	After-Tax Contributions;
	 
	 	(iii)	 	forfeitures, if applicable, that have been allocated to the
Participant’s Accounts under this Plan or his or her accounts under any other
such qualified defined contribution plan, and;
	 
	 	(iv)	 	solely for purposes of clause (ii) of subsection (a), above
amounts described in Code Sections 415(l)(1) and 419A(d)(2) allocated to the
Participant.






	 	 	For purposes of this subsection (b), any Excess Aggregate Contributions forfeited under
Section 3.10 shall be included in the annual addition for the year allocated. However, (i)
any loan repayments made under Article 9, (ii) any excess deferrals timely distributed from
the Plan under Section 3.01(d) or (e); (iii) Rollover Contributions; and (iv) Salary
Deferral Contributions made pursuant to Section 3.01(b) shall be excluded from the
definition of annual addition.






	 	(c)	 	If the annual addition to a Participant’s Accounts for any Plan Year, prior to
the application of the limitation set forth in subsection (a) above, exceeds that
limitation due to a reasonable error in estimating a Participant’s annual compensation
or in determining the amount of After-Tax Contributions, and any unmatched Salary
Deferral Contributions, and thereafter any matched Salary Deferral Contributions that
may be made with respect to a Participant under Code Section 415, or as the result of
the allocation of forfeitures, the amount of contributions credited to the
Participant’s Accounts in that Plan Year shall be adjusted to the extent necessary to
satisfy that limitation by first reducing the Participant’s After-Tax Contributions and
then reducing




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	 	 	 	Salary Deferral Contributions under Sections 3.01 and 3.02 to the extent necessary.
The amount of the reduction shall be returned to the Participant together with any
earnings on the contributions to be returned.
	 
	 	(d)	 	If a Participant is participating in another qualified defined contribution
plan of an Employer or an Affiliated Employer during a particular Plan Year, and the
Participant’s annual addition for such Plan Year, prior to the application of the
limitation set forth in subsection (a) above, exceeds that limitation, the Committee,
under rules equally applicable to similarly situated Participants, shall determine how
to apply the provisions of subsection (c) above to satisfy the limitation. In making
its decision, the Committee shall take into account the applicable provisions of the
other qualified plans.
	 
	 	(e)	 	Any Salary Deferral Contributions or After-Tax Contributions returned to a
Participant under subsection (c) or (d) above shall be disregarded in applying the
dollar limitation on Salary Deferral Contributions under Section 3.01(c) or the Actual
Contribution Percentage Test under Section 3.10.






	3.13	 	Return of Contributions






	 	(a)	 	If all or part of the deductions for contributions to the Plan are disallowed
by the Internal Revenue Service, the portion of the contributions to which that
disallowance applies shall be returned to the Company on behalf of the applicable
Employers without interest but reduced by any investment loss attributable to those
contributions, provided that the contribution is returned within one year after the
disallowance of deduction. For this purpose, all contributions made by the Company on
behalf of the Employers are expressly declared to be conditioned upon their
deductibility under Code Section 404.
	 
	 	(b)	 	The Company on behalf of the Employers may recover without interest the amount
of its contributions to the Plan made on account of a mistake of fact, reduced by any
investment loss attributable to those contributions, if recovery is made within one
year after the date of those contributions.
	 
	 	(c)	 	In the event that Salary Deferral Contributions made under Section 3.01 are
returned to an Employer in accordance with the provisions of this Section 3.13, the
elections to reduce Compensation that were made by Participants on whose behalf those
contributions were made shall be void retroactively to the beginning of the period for
which those




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	 	 	 	contributions were made. The Salary Deferral Contributions so returned shall be
distributed in cash to those Participants for whom those contributions were made.






	3.14	 	Contributions Not Contingent upon Profits
	 
	 	 	The Company on behalf of the Employers may make Salary Deferral Contributions to the Plan
without regard to the existence or the amount of current and accumulated earnings and
profits. Notwithstanding the foregoing, however, this Plan is designed to qualify as a
“profit-sharing plan” for all purposes of the Code.
	 
	3.15	 	Contributions during Period of Military Leave






	 	(a)	 	Notwithstanding any provision of this Plan to the contrary, contributions,
benefits, and service credit with respect to qualified uniformed service duty shall be
provided in accordance with Code Section 414(u). Without regard to any limitations on
contributions set forth in this Article 3, a Participant who is absent from the service
of an Employer or any Affiliated Employer because of service in the uniformed services
of the United States, and he or she returns to service with an Employer or an
Affiliated Employer on or after August 1, 1990 having applied to return while his or
her reemployment rights were protected by law, may elect to contribute to the Plan the
Salary Deferral Contributions (including any Catch-Up Contributions) and/or After-Tax
Contributions and shall receive any Nonelective Contributions and applicable Matching
Contributions that could have been contributed to the Plan or received in accordance
with the provisions of the Plan had he or she remained continuously employed by an
Employer throughout such period of absence (“make-up contributions”).






	 	 	The amount of make-up contributions shall be determined on the basis of the Participant’s
Compensation in effect immediately prior to the period of absence and the terms of the Plan
at such time. Any Salary Deferral Contributions (or Catch-Up Contributions) or After-Tax
Contributions so determined shall be limited as provided in Sections 3.01(c), 3.02, 3.08,
and 3.10 with respect to the Plan Year or Years to which such contributions relate rather
than the Plan Year in which payment is made. Any payment to the Plan described in this
paragraph shall be made during the applicable repayment period. The repayment period shall
equal three times the period of absence, but not longer than five years, and shall begin on
the latest of: (i) the Participant’s date of reemployment or (ii) date the Employer notifies
the Eligible Employee of his or her rights under this Section 3.15. Earnings (or losses) on
make-up contributions shall be




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	 	 	credited commencing with the date the make-up contribution is made in accordance with the
provisions of Article 4.






	 	(b)	 	All contributions under this Section 3.15 other than Catch-Up Contributions are
considered “annual additions,” as defined in Code Section 415(c)(2), and shall be
limited in accordance with the provisions of Section 3.12 with respect to the Plan
Year(s) to which such contributions relate rather than the Plan Year in which payment
is made.




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ARTICLE 4. ESOP PROVISIONS





	4.01	 	Exempt Loans






	 	(a)	 	Investment Committee Direction. The Investment Committee may direct
the ESOP Trustee to enter into one or more Exempt Loans to finance the acquisition of
Company Stock for the ESOP Trust at any time. The Investment Committee may direct the
Trustee to refinance an existing Exempt Loan at any time.






	 	(b)	 	Terms of Exempt Loan. The terms of any Exempt Loan shall comply with
each of the following requirements:






	 	(i)	 	The terms shall be as favorable to the Plan as the terms of a
comparable loan negotiated at arms’ length by independent parties;






	 	(ii)	 	The interest rate, spread, or formula shall be no more than a
reasonable interest rate considering all relevant factors including the amount
and duration of the Exempt Loan, the security and guarantee involved, if any,
the credit standing of the Plan and the generator of the Exempt Loan, if any;
and the interest rate prevailing for comparable loans;






	 	(iii)	 	Except as provided in (vi) below, the Exempt Loan shall be
without recourse against the Plan;
	 
	 	(iv)	 	The Exempt Loan must be for a specific term;






	 	(v)	 	The Exempt Loan may not be payable at the demand of any person
except in the case of default;






	 	(vi)	 	The only asset of the Plan that may be given as collateral on
the Exempt Loan are shares of Company Stock acquired with the proceeds on the
Exempt Loan or Company Stock used as collateral for a prior Exempt Loan, which
prior loan is repaid with the proceeds of the same Exempt Loan;






	 	(vii)	 	No person entitled to payment under the Exempt Loan shall have
any right to assets of the Plan other than collateral given for that Exempt
Loan, contributions made to the Plan (other than contributions of employer
securities) to enable it to meet its obligations under the Exempt Loan and
earnings attributable to such




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	 	 	 	collateral and such contributions, including dividends on allocated Company
Stock to the extent permitted by the law (“Eligible Earnings”);






	 	(viii)	 	The value of Plan assets transferred in satisfaction of the Exempt Loan upon
an event of default shall not exceed the amount of the default;
	 
	 	(ix)	 	If the lender is a “disqualified person” (as such term is
defined in Code Section 4975(e)), or a “party in interest” (as such term is
defined in ERISA Section 3(14)), Plan assets may only be transferred upon
default and only upon and to the extent of the failure of the Plan to meet the
payment schedule of the Exempt Loan;
	 
	 	(x)	 	Upon payment of any portion of the balance due on the Exempt
Loan, the assets pledged as collateral for such portion shall be released from
encumbrance and transferred to the Released and Unallocated Subfund in
accordance with Section 4.03;
	 
	 	(xi)	 	Payments made from the ESOP Trust with respect to the Exempt
Loan during a Plan Year shall not exceed an amount equal to the sum of amounts
contributed to the Plan to pay off an Exempt Loan by the Employers and Eligible
Earnings (as defined in paragraph (vii) above), less any such payments made in
prior Plan Years. Such contributions and earnings shall be accounted for
separately in the books of accounts of the Plan maintained by the Investment
Committee or the ESOP Trustee until the Exempt Loan is repaid; and
	 
	 	(xii)	 	Except as provided in Section 10.11, or as otherwise required
by applicable law, no Company Stock acquired with the proceeds of an Exempt
Loan may be subject to a put, call, or other option or buy-sell or similar
arrangement while held by, and when distributed from, the Plan.






	 	(c)	 	Any Exempt Loan must be primarily for the benefit of Participants and their
Beneficiaries.






	 	(d)	 	Notwithstanding any other provision of the Plan or the Trust Fund, all proceeds
of an Exempt Loan shall be used, within a reasonable time after receipt by the ESOP
Trust, only for any or all of the following purposes:




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	 	(i)	 	to acquire Company Stock;
	 
	 	(ii)	 	to repay the same Exempt Loan; or
	 
	 	(iii)	 	to repay any previous Exempt Loan.






	4.02	 	Repayment of Exempt Loan
	 
	 	 	Subject to the limitations set forth in Article 5 and after application of dividends in
accordance with Section 5.12, with respect to each Plan Year in which an Exempt Loan is
outstanding, the Investment Committee shall direct the Employer to make a payment in cash to
the ESOP Trustee in such amount as necessary for the ESOP Trustee to make the principal and
interest payments due on any Exempt Loans outstanding in the Plan Year.
	 
	4.03	 	Release of Company Stock from Suspense Subfund
	 
	 	 	Company Stock acquired for the ESOP Trust with the proceeds of an Exempt Loan shall be
released from the Suspense Subfund as the Exempt Loan is repaid in accordance with the
provisions of subsections (a), (b), (c), (d), and (e) below.






	 	(a)	 	For each Plan Year until the Exempt Loan is fully repaid, the number of shares
of Company Stock released from the Suspense Subfund shall equal the number of
unreleased shares of Company Stock immediately before such release for the current Plan
Year multiplied by the “Release Fraction.” As used herein, the term “Release Fraction”
shall remain a fraction, the numerator of which is the amount of principal and interest
paid on the Exempt Loan for such current Plan Year and the denominator of which is the
sum of the numerator plus the principal and interest to be paid on such Exempt Loan for
all remaining years in the term of the Exempt Loan (determined without reference to any
possible extensions or renewals thereof). For purposes of computing the denominator of
the Release Fraction, if the interest rate on the Exempt Loan is variable, the interest
to be paid in subsequent Plan Years shall be calculated by assuming that the interest
rate in effect as of the end of the applicable Plan year shall be the interest rate in
effect for the remainder of the term of the Exempt Loan. Notwithstanding the
foregoing, in the event such Exempt Loan shall be repaid with the proceeds of a
subsequent Exempt Loan (the “Substitute Loan”), such repayment shall not operate to
release all such Company Stock in the Suspense Subfund, but, rather, such release shall
be effected pursuant to the




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	 	 	 	foregoing provisions of this subsection (a) on the basis of payments of principal
and interest on such Substitute Loan.






	 	(b)	 	If required by any pledge or similar agreement, or if permitted by such pledge
or agreement and required by the Board, then, in lieu of applying the provisions of
subsection (a) hereof with respect to an Exempt Loan, Company Stock shall be released
from the Suspense Subfund as the principal amount of such Exempt Loan is repaid
(without regard to interest payments), provided the following three conditions are
satisfied:






	 	(i)	 	The Exempt Loan shall provide for annual payments of principal
and interest at a cumulative rate that is not less rapid at any time then level
annual payments of such amounts for ten years;






	 	(ii)	 	The interest portion of any payment shall be disregarded only
to the extent it would be treated as interest under standard loan amortization
tables; and






	 	(iii)	 	If the Exempt Loan is renewed, extended or refinanced, the sum
of the expired duration of the Exempt Loan and the renewal, extension or new
Exempt Loan period shall not exceed ten years.






	 	(c)	 	If at any time there is more than one Exempt Loan outstanding, separate
accounts shall be established under the Suspense Subfund for each such Exempt Loan.
Each Exempt Loan for which a separate account is maintained shall be treated separately
for purposes of the provisions governing the release of Company Stock from the Suspense
Subfund under this Section 4.03 (including for purposes of determining whether Section
4.03(a) or Section 4.03(b) governs the release of Company Stock from any particular
Suspense Subfund) and for purposes of the provisions governing the application of
Employer contributions to repay an Exempt Loan under Section 4.02.






	 	(d)	 	All Company Stock released from the Suspense Subfund during any Plan Year shall
be transferred to the Released and Unallocated Subfund.






	 	(e)	 	All Company Stock held in the Released and Unallocated Subfund shall be
allocated among Participants in accordance with Section 4.04.




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	4.04	 	Allocation of Company Stock Released from Released and Unallocated Subfund






	 	(a)	 	Company Stock held in the Released and Unallocated Subfund shall be allocated
by the Investment Committee as of the last day of that Plan Year to the ESOP Accounts
of Participants who are eligible for an allocation of Matching Contributions under
Section 3.03 in the manner prescribed under Section 3.03.






	 	(b)	 	Notwithstanding subsection (a), shares of Company Stock released from the
Suspense Subfund by reason of the application of dividends on Company Stock allocated
to ESOP Accounts to repay an Exempt Loan shall be allocated in accordance with Section
5.12(a).






	 	(c)	 	Shares of Company Stock released from the Suspense Subfund by reason of the
application of dividends on Company Stock held in the Released and Unallocated Subfund
and Suspense Subfund to repay an Exempt Loan shall be allocated in accordance with
Section 5.12(b).






	4.05	 	Limitations on ESOP Allocations to Certain Participants






	 	(a)	 	If more than one-third of the Company’s contributions for a Plan Year that are
deductible under Code Section 404(a)(9) would be allocated, in the aggregate, to the
ESOP Accounts of Participants who are Highly Compensated Employees, such allocations to
the ESOP Accounts of such Participants shall be reduced, pro rata, in an amount
sufficient to reduce the amounts allocated to the ESOP Accounts of such Participants to
an amount not in excess of one-third of such deductible contributions with respect to
such Plan Year.






	 	(b)	 	Any Company Stock that is prevented from being allocated due to the restriction
contained in subsection (a) above shall be allocated as of the last day of the Plan
Year pursuant to Section 4.01 and 4.04 as though those Participants who are Highly
Compensated Employees did not participate in the Plan.






	4.06	 	Nonleveraged ESOP






	 	(a)	 	All funds that were held in the Company Stock Fund as of December 31 (or such
other date as determined by the Committee or its designee) of the previous year (the
“Employee ESOP Funds”) that were not otherwise previously part of the ESOP portion




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	 	 	 	of the Plan shall be part of the ESOP portion of the Plan as of the first day of the
current Plan Year.






	 	(b)	 	Participants may diversify out of the Employee ESOP Funds at least as rapidly
as provided in Section 5.08 of the Plan.






	 	(c)	 	The Employee ESOP Funds may be voted in the manner provided in Section 5.10 of
the Plan.






	 	(d)	 	Cash dividends paid with respect to shares held in the Employee ESOP Funds
shall be paid to the Plan and, at the affirmative election of the Participant,
distributed to the Participant within 90 days of the end of the Plan Year.






	 	(e)	 	Cash dividends paid with respect to shares held in the Employee ESOP Funds
shall be invested in the Participant’s ESOP Account until they are distributed or
otherwise transferred to another Investment Fund by the Participant.




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ARTICLE 5. INVESTMENT OF CONTRIBUTIONS





	5.01	 	Investment Funds






	 	(a)	 	Contributions to the Plan shall be invested in one or more Investment Funds
authorized by the Investment Committee, which, from time to time, may include such
equity funds, international equity funds, fixed income funds, money market funds, a
Company Stock Fund, and other funds or investment vehicles as the Investment Committee
elects to offer.






	 	(b)	 	The Trustee may keep such amounts of cash as it shall deem necessary or
advisable as part of the Investment Funds, all within the limitations specified in the
trust agreement.






	 	(c)	 	Except as provided in Section 4.06, dividends, interest, and other
distributions received on the assets held by the Trustee in respect to each of the
Investment Funds shall be reinvested in the respective Investment Fund.






	5.02	 	Investment of Participants’ Accounts






	 	(a)	 	Unless otherwise specified herein, a Participant shall make an investment
election covering his or her Accounts, excluding his or her Normal Distribution
Account, in accordance with one of the following options:






	 	(i)	 	100 percent in one of the available Investment Funds; or






	 	(ii)	 	in more than one Investment Fund allocated in multiples of one
percent;






	 	 	provided, however, that in no event may a Participant allocate more than 50 percent of
future contributions to the Company Stock Fund.
	 
	 	 	If a Participant fails to make an investment election with respect to 100 percent of his or
her Accounts, the portion of such Accounts not subject to the Participant’s investment
election shall be invested in a money market fund or equivalent Investment Fund.






	 	(b)	 	Notwithstanding any contrary provision herein, a Participant’s Normal
Distribution Account shall be invested in a money market fund or equivalent investment
vehicle.




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	5.03	 	Responsibility for Investments
	 
	 	 	Each Participant is solely responsible for the selection of his or her investment options.
The Trustee, the Committee, the Investment Committee, any Employer, and the officers,
supervisors, and other employees of any Employer are not empowered to advise a Participant
as to the manner in which his or her Accounts shall be invested. The fact that an
Investment Fund is available to Participants for investment under the Plan shall not be
construed as a recommendation for investment in that Investment Fund.
	 
	5.04	 	Change of Election






	 	(a)	 	Subject to Section 14.11, a Participant may change his or her investment
election under Section 5.02(a) by giving such Notice as the Committee or its delegate
shall prescribe. The changed investment election shall become effective as soon as
administratively practicable after the Trustee receives such Notice, and shall be
effective only with respect to subsequent contributions.






	 	(b)	 	Notwithstanding the foregoing, except as provided in Section 5.08, a
Participant shall not be permitted to transfer or direct the investment of any portion
of his or her ESOP Account.






	5.05	 	Reallocation of Accounts among the Investment Funds
	 
	 	 	A Participant may elect to reallocate his or her Accounts among the Investment Funds, in
multiples of one percent, by giving such Notice as the Committee or its delegate shall
prescribe; provided, however, that in no event may a Participant allocate more than 50
percent of the value of his or her Accounts at the time of the reallocation to the Company
Stock Fund. The reallocation shall be effective as soon as administratively practicable
after the Trustee receives such Notice.
	 
	 	 	Notwithstanding the foregoing, except as provided in Section 5.08, a Participant shall not
be permitted to transfer or direct the investment of any portion of his or her ESOP Account,
except as provided in Section 5.08, or permitted to transfer or direct the investment of any
portion of his or her Normal Distribution Account.




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	5.06	 	Limitations Imposed by Contract
	 
	 	 	Notwithstanding anything in this Article to the contrary, any contributions invested in a
guaranteed investment contract shall be subject to any and all terms of such contract,
including any limitations therein placed on the exercise of any rights otherwise granted to
a Participant under any other provisions of this Plan with respect to such contributions.
	 
	5.07	 	Voting and Tender of Mutual Fund Shares
	 
	 	 	To the extent that shares of one or more of the regulated investment companies offered by
the Investment Funds are allocated to Participants’ Accounts, the Trustee shall vote or
tender such shares solely in accordance with written instructions furnished to it by each
Participant (or Beneficiary of a deceased Participant); provided that the Trustee shall be
responsible for delivery to each Participant (or Beneficiary of a deceased Participant) of
all notices, proxies, and proxy soliciting materials related to any such shares. Any such
instructions shall remain in the strict confidence of the Trustee. Shares, including
fractional shares, for which voting or tender instructions are not received shall not be
voted or tendered.
	 
	5.08	 	Investment of ESOP Account
	 
	 	 	Except as provided below, amounts held in a Participant’s ESOP Account shall be invested
exclusively in Company Stock.
	 
	 	 	A Participant who attains age 50 may elect to transfer any amount up to 100 percent of the
value of the total number of shares of Company Stock held in his or her ESOP Account to one
or more of the Investment Funds. Elections must be made in the time and manner prescribed
by the Committee and shall be based on the balance of the ESOP Account as of the Valuation
Date as of which the diversification election is effective.
	 
	5.09	 	Investment and Reinvestment of Company Stock Fund
	 
	 	 	Funds held in the Company Stock Fund shall be invested and reinvested exclusively in Company
Stock, except to the extent that cash is held to facilitate purchases and sales within the
Company Stock Fund. Investments in the Company Stock Fund shall be accounted for on the
basis of units of the Company Stock Fund. Shares of Company Stock and cash received by the
Company Stock Fund that are attributable to dividends, stock splits, or to any
reorganization or recapitalization of the Company shall remain in, or be invested in, as
applicable, the Company Stock Fund and




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	 	 	allocated to Accounts in proportion to the number of units of the Company Stock Fund held in
such Accounts. The transfer taxes, brokerage fees, and other expenses incurred in
connection with the purchase, sale, or distribution of Company Stock shall be paid by the
Company Stock Fund, and shall be deemed part of the cost of such Company Stock, or deducted
in computing the sale proceeds therefrom, as the case may be, unless paid by an Employer.
The Investment Committee shall determine to what extent a Participant shall bear any other
administrative fee incurred by the Plan in accordance with the transfer of the Participant’s
interest in the Company Stock Fund and provide appropriate written notice to such
Participants.
	 
	5.10	 	Voting and Tendering of Company Stock






	 	(a)	 	Applicable Shares. For purposes of this Section 5.10, shares of
Company Stock shall be deemed to be allocated and credited to a Participant’s Accounts,
in an amount to be determined based upon the balance in such Account on the Valuation
Date coincident with or next preceding the record date of any vote or tender offer and
the closing price of Company Stock on such Valuation Date or if not traded on that
date, on the business day on which shares of Company Stock were last traded before that
Valuation Date. The number of shares of Company Stock credited to a Participant’s ESOP
Account on such Valuation Date shall be deemed to include anticipated allocations of
such Company Stock pursuant to the provisions of subsection 5.03 or 5.04.






	 	(b)	 	Voting of Company Stock. Company Stock held by the Trustee shall be
voted by the Trustee at each annual meeting and at each special meeting of stockholders
of the Company as directed by the Participant to whose Accounts such Company Stock is
credited. Fractional shares shall be aggregated for this purpose. The Company shall
cause each Participant to be provided with a copy of a notice of each such stockholder
meeting and the proxy statement of the Company, together with an appropriate form or
method for the Participant to indicate his or her voting instructions. If instructions
are not timely received by the Trustee with respect to any such Company Stock, the
Trustee shall not vote the uninstructed Company Stock.






	 	(c)	 	Tendering of Company Stock. Each Participant (or in the event of his
or her death, his or her Beneficiary) shall have the right to instruct the Trustee in
writing or in such other method as approved by the Committee or its delegate as to the
manner in which to respond to a tender or exchange offer for any or all shares of
Company Stock credited to




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	 	 	 	the Participant’s (or Beneficiary’s) Accounts under the Plan. The Company shall
cause each Participant (or Beneficiary) to be notified and utilize its best efforts
to distribute on a timely basis, or cause to be distributed, such information as
will be distributed to the shareholders of the Company in connection with any such
tender or exchange offer. Upon its receipt of such instructions, the Trustee shall
tender such shares of Company Stock as and to the extent so instructed. If the
Trustee shall not receive instruction for a Participant (or Beneficiary) regarding
any such tender or exchange offer for Company Stock, the Trustee shall have no
discretion in such matter and shall take no action with respect to such tender or
exchange offer.






	 	(d)	 	Number of Shares. For all purposes of this Section 5.10, the number of
shares of Company Stock held in a Participant’s Accounts that are invested in the
Company Stock Fund shall be the number of shares of Company Stock represented by the
number of units held in such Accounts after reducing such number of units by the number
of units in such Accounts that represent cash.






	 	(e)	 	Insider Restrictions. With respect to Participants subject to Section
16 of the Securities Exchange Act of 1934 (the “Exchange Act”) or subject to any
insider trading restrictions of the Exchange Act, the Investment Committee shall be
authorized to limit or restrict any transactions in any Investment Fund that invests in
Company Stock as necessary to assure that such Participants are in compliance with, and
appear to be in compliance with, Section 16 of the Exchange Act and the Exchange Act’s
insider trading restrictions.






	5.11	 	Confidentiality
	 
	 	 	The Trustee is precluded from disclosing information to employees of an Employer on the
purchase, holding, and sale of shares in the Company Stock Fund, except where requested by
such employees to comply with a subpoena or otherwise to be provided as necessary for the
proper administration of the Participant’s or Beneficiary’s Accounts. In addition, the
Company, each Employer, and their respective employees and agents are precluded from
disclosing such information other than as necessary to administer the Plan. With respect to
the exercise of voting, tender, and similar rights, the Trustee and the Company’s transfer
agents are precluded from disclosing to employees of an Employer information on the exercise
of such rights, except as required by law.




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	5.12	 	Dividends, Splits, and Recapitalizations






	 	(a)	 	Cash dividends with respect to Company Stock in a Participant’s ESOP Account
shall be applied toward repayment of any Exempt Loan. Company Stock held in the
Released and Unallocated Subfund that is equal in value to such cash dividends shall be
allocated to the Participants’ ESOP Accounts. For the purposes of such allocation, the
value of the Company Stock shall be based upon the fair market value of the Company
Stock at the time of allocation.






	 	(b)	 	Cash dividends with respect to Company Stock held in the Suspense Subfund or
the Released and Unallocated Subfund shall be used to repay any Exempt Loan.






	 	(c)	 	Cash dividends with respect to Company Stock held in any Account other than an
ESOP Account, Suspense Subfund, or Released and Unallocated Subfund shall be allocated
among such Accounts in proportion to the number of shares of the same class of Company
Stock held in such Accounts.






	 	(d)	 	Any shares of Company Stock received by the Trustee as a result of a stock
split, stock dividend, conversion, or as a result of a reorganization or other
recapitalization of the Company shall be allocated as of the date received by the
Trustee in the same manner as the Company Stock to which they are attributable is then
allocated.






	 	(e)	 	Such allocation shall take place as of the date the dividends on Company Stock
are credited under the Plan. The full amount of the cash dividends described in
Section 5.12(a) and (b) shall be transferred immediately to the Suspense Subfund for
use in repayment of the Exempt Loan. The shares of Company Stock allocated each year
to Participant’s ESOP Account pursuant to this Section 5.12 shall in no event have a
fair market value of less than the amount of the cash dividends on Company Stock in the
Participant’s ESOP Account that are applied toward repayment of the Exempt Loan. To
the extent necessary to make the allocation of Company Stock to Participants’ ESOP
Accounts as described in this Section 5.12, Company Stock released as a result of
Exempt Loan payment in the next following Plan Year may be retroactively allocated, as
long as the Exempt Loan payment and such retroactive allocation are made no later than
the time prescribed by law for the Company to file its federal tax return for the
taxable year of the Company that coincides with the Plan Year for which the allocation
is made,




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	 	 	 	including any extensions of time thereof. The provisions of this Section 5.12 shall
be applied on a uniform basis under rules adopted by the Investment Committee.






	5.13	 	ERISA Section 404(c) Compliance
	 
	 	 	To the extent a Participant, Beneficiary, or Alternate Payee directs the investment of his
or her Account, this Plan is intended to constitute a plan described in ERISA Section 404(c)
and Department of Labor Regulations Section 2550.404c-1. Neither the Company, an Employer,
the Committee, the Trustee, the Investment Committee, nor any other Plan fiduciary shall be
liable for any losses that are the direct and necessary result of investment instructions
provided by any Participant, Beneficiary, or Alternate Payee. The Employer or its delegate
shall comply with, or monitor compliance with, all disclosure and other responsibilities
described under Department of Labor Regulations Sections 2550.404c-1(b)(2)(i)(A) and
(b)(2)(i)(B)(1), except that the ESOP Trustee shall monitor compliance with those procedures
established to provide confidentiality of information relating to the decrease of voting and
tender rights by Participants. If the Employer determines that a situation has potential
for undue influences by the Employer, the Employer shall direct an independent party to
perform such activities as are necessary to ensure the confidentiality of the rights of the
Participants.




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ARTICLE 6. VALUATION OF THE ACCOUNTS





	6.01	 	Valuation of the Investment Funds
	 
	 	 	The Trustee shall value the Investment Funds on each business day. On each Valuation Date
there shall be allocated to the Accounts of each Participant his or her proportionate share
of the increase or decrease in the fair market value of his or her Accounts in each of the
Investment Funds. Whenever an event requires a determination of the value of the
Participant’s Accounts, the value shall be computed as of the Valuation Date coincident with
or immediately following the date of determination, subject to the provisions of Section
6.02.
	 
	6.02	 	Right to Change Procedures
	 
	 	 	The Committee reserves the right to change from time to time the procedures used in valuing
the Accounts or crediting (or debiting) the Accounts if it determines, after due
deliberation and upon the advice of counsel and/or the current recordkeeper, that such an
action is justified in that it results in a more accurate reflection of the fair market
value of assets. In the event of a conflict between the provisions of this Article and such
new administrative procedures, those new administrative procedures shall prevail.
	 
	6.03	 	Statement of Accounts
	 
	 	 	At least once each calendar quarter, each Participant shall be furnished with a statement
setting forth the value of his or her Accounts.




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ARTICLE 7. VESTED PORTION OF ACCOUNTS



A Participant shall at all times be 100 percent vested in, and have a nonforfeitable right to, his
or her Accounts.




-38-









 








ARTICLE 8. WITHDRAWALS WHILE STILL EMPLOYED





	8.01	 	Withdrawal after Age 70
	 
	 	 	Subject to Section 8.04, a Participant who shall have attained age 70 in a calendar year may
elect in any subsequent calendar year to withdraw, in the following order, all or part of
his or her (i) After-Tax Contribution Account; (ii) Rollover Account, (iii) Matching
Account, (iv) Retirement Distribution Account, (v) Nonelective Contribution Account, and
(vi) Salary Deferral Contributions and any earnings credited to the Salary Deferral
Contribution Account prior to January 1, 1989.
	 
	8.02	 	Hardship Withdrawal






	 	(a)	 	Subject to Section 8.04, a Participant may elect to withdraw, in the following
order, all or part of his or her (i) After-Tax Contribution Account; (ii) Rollover
Account; (iii) Matching Account; (iv) Retirement Distribution Account; (v) Nonelective
Contribution Account; (vi) Salary Deferral Contributions and any earnings credited to
the Salary Deferral Contribution Account prior to January 1, 1989; provided, however,
that he or she furnishes proof of “Hardship” satisfactory to the Committee or its
delegate in accordance with the provisions of subsections (b) and (c) below.
	 
	 	 	 	Notwithstanding the foregoing, no part of a Participant’s Account that is deemed
invested in a Loan Fund pursuant to Article 9 may be withdrawn for a Hardship.






	 	(b)	 	As a condition for Hardship there must exist with respect to the Participant an
immediate and heavy financial need to draw upon his or her Accounts.






	 	(i)	 	The Committee or its delegate shall presume the existence of
such immediate and heavy financial need if the requested withdrawal is on
account of any of the following:






	 	(A)	 	expenses for (or necessary to obtain) medical
care for the Participant, his or her spouse, or any dependents of the
Participant that would be deductible under Code Section 213(d)
(determined on or after January 1, 2006, without regard to whether the
expenses exceed 7.5% of adjusted gross income);




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






	 	(C)	 	payment of tuition, related educational fees,
and room and board expenses, for up to the next twelve months of
post-secondary education of the Participant, his or her spouse,
children, or dependents (as defined in Code Section 152, without regard
to Code Sections 152(b)(1), 152(b)(2), and 152(d)(1)(B) on and after
January 1, 2005);






	 	(D)	 	payment of amounts necessary to prevent
eviction of the Participant from his or her principal residence or to
avoid foreclosure on the mortgage of his or her principal residence; or






	 	(E)	 	effective on and after January 1, 2006,
payments for burial or funeral expenses for the Participant’s deceased
parent, spouse, children, or dependents (as defined in Code Section 152
without regard to Code Section 152(d)(1)(B));






	 	(F)	 	effective on and after January 1, 2006,
expenses for the repair of damage to the Participant’s principal
residence that would qualify for the casualty deduction under Code
Section 165 (determined without regard to whether the loss exceeds 10%
of adjusted gross income); or






	 	(G)	 	the inability of the Participant to meet such
other expenses, debts, or other obligations recognized by the Internal
Revenue Service as giving rise to immediate and heavy financial need
for purposes of Code Section 401(k).






	 	(ii)	 	The Committee or its delegate may determine the existence of
immediate and heavy financial need in situations other than those described in
(i) above where the Participant demonstrates the withdrawal is necessary for
such other exigent circumstances as the Committee or its delegate shall
determine in an objective and nondiscriminatory manner.






	 	 	The amount of the withdrawal may not be in excess of the amount of the financial need of the
Employee, including an additional amount equal to 30 percent of the amount otherwise needed
to




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	 	 	satisfy such financial need to pay any federal, state, or local taxes and any amounts
necessary to pay any penalties reasonably anticipated to result from the hardship
distribution.
	 
	 	 	In evaluating the relevant facts and circumstances, the Committee or its delegate shall act
in a nondiscriminatory fashion and shall treat uniformly those Participants who are
similarly situated. The Participant shall furnish to the Committee or its delegate such
supporting documents as the Committee or its delegate may request in accordance with uniform
and nondiscriminatory rules prescribed by the Committee or its delegate.






	 	(c)	 	The Participant who requests a hardship withdrawal must comply with (i) below;
the Participant who requests a hardship withdrawal to satisfy a financial need
described in (b)(ii) above must also comply with (ii) below:






	 	(i)	 	(A) The Participant must have obtained all distributions,
(including distribution of ESOP dividends but excluding any other distributions
available only on account of hardship); and all nontaxable loans currently
available under all plans of Employers and Affiliated Employers; provided,
however, that solely in the case of a hardship withdrawal to satisfy a
financial need described in (b)(i) above, a loan need not be taken if it would
have the effect of increasing the hardship; and






	 	(B)	 	The Participant is prohibited from making
Salary Deferral Contributions, After-Tax Contributions, and Catch-Up
Contributions to (or, only to the extent prohibited by applicable
regulations, the exercise of stock options under) the Plan and all
other plans of Employers and Affiliated Employers under the terms of
such plans or by means of an otherwise legally enforceable agreement
for at least 6 months after receipt of the distribution.






	 	 	For purposes of clause (B), “all other plans of Employers and Affiliated Employers”
shall include stock option plans, stock purchase plans, qualified and non-qualified
deferred compensation plans, and such other plans as may be designated under
regulations issued under Code Section 401(k), but shall not include health and
welfare benefit plans and the mandatory employee contribution portion of a defined
benefit plan.




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	 	(ii)	 	The Participant must certify to the Committee or its delegate,
on such form as the Committee or its delegate may prescribe, that the financial
need cannot be fully relieved (A) through reimbursement or compensation by
insurance or otherwise, (B) by reasonable liquidation of the Participant’s
assets, (C) by cessation of Salary Deferral Contributions, Catch-Up
Contributions and After-Tax Contributions, or (D) by other distributions
(including ESOP dividends) or nontaxable (at the time of the loan) loans from
the Plan or other plans of Employer, Affiliated Employers or any other employer
or by borrowing from commercial sources at a reasonable rate in an amount
sufficient to satisfy the need. The actions listed are required to be taken to
the extent necessary to relieve the hardship but any action which would have
the effect of increasing the hardship need not be taken. For purposes of this
subsection (ii), there shall be attributed to the Participant those assets of
the Participant’s spouse and minor children which are reasonably available to
the Participant. The Participant shall furnish to the Committee or its
delegate such supporting documents as the Committee or its delegate may request
in accordance with uniform and nondiscriminatory rules prescribed by the
Committee or its delegate.






	 	 	If a Participant who requests a hardship withdrawal to satisfy a financial need described in
(b)(ii) above complies with (i) above and, on the basis of the Participant’s certification
and supporting documents, the Committee or its delegate finds it can reasonably rely on the
Participant’s certification, the Committee or its delegate shall find that the requested
withdrawal is necessary to meet the Participant’s financial need.
	 
	8.03	 	After-Tax Contributions Distributions
	 
	 	 	Subject to Section 8.04, a Participant may elect, no more than twice each calendar year, to
withdraw all or a portion of his or her After-Tax Contribution Account in any amount equal
to or exceeding $500. Withdrawals of After-Tax Contributions pursuant to Sections 8.01 or
8.02 shall not count toward the foregoing limit.
	 
	8.04	 	Procedures and Restrictions
	 
	 	 	This Section 8.04 shall apply to withdrawals made pursuant to Sections 8.01, 8.02 and 8.03.
To make a withdrawal, a Participant shall give such Notice as the Committee or its delegate
shall prescribe. A withdrawal shall be made as soon as administratively practicable
following receipt




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	 	 	by the Committee or its delegate of such Notice. If a loan and a hardship withdrawal are
processed as of the same Valuation Date, the amount available for the hardship withdrawal
shall equal the value of the Participant’s Accounts on such Valuation Date reduced by the
amount of the loan. The amount of the withdrawal shall be allocated between and among the
Investment Funds in which the applicable Account of the Participant is invested in
accordance with the Participant’s election; provided, however, that if the Participant fails
to make such election or if the amount of the withdrawal cannot be allocated between and
among the Investment Funds in which the applicable Account of the Participant is invested in
accordance with the Participant’s election because the Participant has insufficient monies
invested in any one or more of the Investment Funds, the amount of the withdrawal shall be
allocated between and among the Investment Funds in which the applicable Account of the
Participant is invested in as of the date of the withdrawal on a pro rata basis.
Notwithstanding the foregoing, a Participant may elect to withdraw last that portion of the
applicable accounts invested in the Company Stock Fund. Subject to the provisions of
Section 10.09, all payments to Participants under this Article shall be made in cash as soon
as administratively practicable.
	 
	8.05	 	In-Service Distributions of Normal Distribution Account






	 	(a)	 	In General. This Section 8.05 shall apply to each Participant who has
a balance in his or her Normal Distribution Account. Each Participant to whom this
Section 8.05 applies may, during the election period, elect to permanently transfer his
or her Normal Distribution Account balance to his or her Retirement Distribution
Account in accordance with rules and procedures prescribed and uniformly administered
by the Committee or its delegate. A Participant who does not make such transfer
election during the election period shall receive a cash distribution from his or her
Normal Distribution Account on March 1, or as soon as administratively practicable
thereafter, in an amount determined in accordance with Section 8.05(b) below.






	 	(b)	 	Amount of In-Service Distribution. The amount of a Participant’s
in-service distribution from his or her Normal Distribution Account shall be determined
as follows:






	 	(i)	 	One-Hundred Percent of Normal Distribution Account
Balance. If elected by a Participant during the election period, the
amount of his or her in-service distribution shall be equal to one-hundred
percent (100%) of his or her Normal Distribution Account balance.




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	 	(ii)	 	Fifty/One-Hundred Percent of Normal Distribution Account
Balance. Unless Section 8.05(d)(i) above applies, distributions of a
Participant’s Normal Distribution Account shall be made in accordance with this
subsection (ii). For the 2005 Plan Year, in-service distributions shall be
made to such Participant in an amount equal to fifty percent (50%) of his or
her December 31, 2004 Normal Distribution Account balance. For any Plan Year
beginning on or after January 1, 2006, in-service distributions shall be made
to such Participant in an amount equal to one-hundred percent (100%) of his or
her December 31, 2005 Normal Distribution Account balance.






	 	 	 	All elections under this Section 8.05(b) shall be made during the election period
and in accordance with rules and procedures prescribed and uniformly administered by
the Committee or its delegate.






	 	(c)	 	Election Period. For purposes of this Section 8.05, unless otherwise
established by the Committee or its delegate, the election period shall begin no sooner
than the December 1 preceding the date of the in-service distribution to which the
Participant’s election applies.






	 	(d)	 	Termination of Employment. Notwithstanding the foregoing, if a
Participant terminates employment, such Participant’s entire interest in his or her
Normal Distribution Account shall be transferred to his or her Retirement Distribution
Account, and the distribution of which shall be governed by Article 10 of this Plan.




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ARTICLE 9. LOANS TO PARTICIPANTS





	9.01	 	Establishment of Loan Rules
	 
	 	 	The provisions contained herein, together with any Plan loan rules and administrative
procedures (the “Loan Procedures”) which may be adopted from time to time by the Committee,
or its delegate, are collectively intended to satisfy the requirements of 29 C.F.R. Section
2550.408b-1(d). The Loan Procedures shall be consistent with (i) Code Section 72(p), (ii)
applicable Internal Revenue Service regulations, and (iii) applicable regulations issued by
the Department of Labor, in order that any loan granted from the Plan shall not constitute a
prohibited transaction under the provisions of ERISA or the Code and shall not result in
loss of qualification of the Plan under the Code. The Loan Procedures, as may be amended
and adopted from time-to-time, are hereby incorporated by reference as if set forth in their
entirety herein.
	 
	9.02	 	Loan Availability
	 
	 	 	Any Participant who is an Eligible Employee may obtain a loan from the Plan in accordance
with the Plan’s Loan Procedures and the provisions of this Section. Loans shall not be made
available to any Participant who is a Highly Compensated Employee in an amount which is
greater (as a percentage of the available vested Account) than the amounts made available to
other Participants. To the extent required by law and under such rules as the Committee or
its delegate shall adopt, loans shall also be made available on a reasonably equivalent
basis to any Beneficiary or former Eligible Employee who is a party-in-interest within the
meaning of ERISA Section 3(14).
	 
	9.03	 	Loan Terms and Conditions
	 
	 	 	In addition to the rules and procedures that the Committee or its delegate may adopt, all
loans must comply with the following terms and conditions:






	 	(a)	 	Loan Application and Documents. A Participant must apply for a loan in
accordance with the procedures established by the Committee or its delegate, whose
action in approving or disapproving the application shall be final. Each loan shall be
evidenced by a promissory note payable to the Plan and each Participant shall receive a
statement reflecting all information required to be provided under the Truth-in-Lending
and Consumer Credit laws, such as the principal amount of the loan, the interest rate,
the annual finance charge, and any fees relating to the loan.




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	 	(b)	 	Maximum Amount. The amount of any loan which, when added to the
outstanding balance of any other loans to the Participant from this Plan or any other
qualified plan of an Employer or Affiliated Employer, including any accrued but unpaid
interest on any deemed loan distribution, may not exceed the lesser of:






	 	(i)	 	50% of the value of his or her Accounts, or






	 	(ii)	 	$50,000 reduced by the excess, if any, of (A) the highest
outstanding balance of loans to the Participant from such plans during the one
year period ending on the day before the day the loan is made, over (B) the
outstanding balance of loans to the Participant from such plans on the date on
which the loan is made.






	 	(c)	 	Minimum Amount. The minimum loan amount is $1,000.






	 	(d)	 	Accounting. The amount of the loan is to be transferred to a special
“Loan Fund” for the Participant from the following Accounts of the Participant and in
the following order: (i) Salary Deferral Account, (ii) Nonelective Contribution
Account, (iii) Matching Account, (iv) Retirement Distribution Account, (v) Rollover
Account; and (vi) After-Tax Contribution Account. The amounts withdrawn from each of
the aforementioned Accounts shall be withdrawn, on a pro rata basis, from the
Investment Funds in which the Participant’s Accounts are invested.
	 
	 	 	 	The Loan Fund consists solely of the amount transferred to the Loan Fund and is
invested solely in the loan made to the Participant. The amount transferred to the
Loan Fund shall be pledged as security for the loan. Payments of principal on the
loan shall reduce the amount held in the Participant’s Loan Fund. Those payments,
together with the attendant interest payment, shall be reinvested in the Investment
Funds in accordance with the Participant’s then effective investment election. In
no event may a Participant allocate more than 50% of the loan repayments to the
Company Stock Fund.






	 	(e)	 	Interest Rate. Each loan shall bear a reasonable rate of interest
established by the Committee or its delegate.






	 	(f)	 	Security. Each loan shall be made against collateral being the
assignment of a portion of the Participant’s entire right, title, and interest in his
or her vested Account and supported by his or her promissory note for the amount of the
loan, including interest thereon.




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	 	(g)	 	Repayment Period. The period of repayment for any loan shall be
arrived at by mutual agreement between the Committee or its delegate and the
Participant, but that period shall not exceed five (5) years unless the loan is to be
used in conjunction with the purchase of the principal residence of the Participant.






	 	(h)	 	Loan Repayments. All loan repayments shall be made by payroll
deduction, unless otherwise agreed to by the Participant and the Committee or its
delegate, in substantially level amounts over the term of the loan, but no less
frequently than quarterly. Notwithstanding the foregoing, loan repayments may be
suspended for (i) military service in accordance with Code Section 414(u) or (ii) an
approved leave of absence.






	 	(i)	 	Number of Loans. Only two loans may be outstanding at any given time
except that a third loan may be made in conjunction with the purchase of the principal
residence of the Participant. However, only one loan may be granted in any calendar
year.
	 
	 	(j)	 	Default. If a loan is not repaid in accordance with the terms
contained in the promissory note and a default occurs, then the loan default will
treated as a taxable distribution to the extent permitted under Code Section 72(p) and
the regulations thereunder; however, the Plan shall not levy against any portion of the
Loan Fund until such time as a distribution of the Participant’s Account could
otherwise be made under the Plan.
	 
	 	(k)	 	Loans Prior to the Effective Date. Notwithstanding anything in this
Section to the contrary, any loans made before the Effective Date shall be subject to
the terms of the Plan, or Prior Plan, in effect at the time such loan was granted. On
and after the Effective Date, any such loan must continue to be repaid and will be
counted for purposes of subsection (i) above (Number of Loans) in determining whether
the Participant may obtain another loan under the Plan.




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ARTICLE 10. DISTRIBUTION OF ACCOUNTS UPON TERMINATION OF EMPLOYMENT





	10.01	 	Eligibility
	 
	 	 	Upon a Participant’s termination of employment, the value of his or her Accounts shall be
distributed as provided in this Article. Notwithstanding anything herein to the contrary, a
Participant’s Normal Distribution Account shall be distributed as provided in this Article
upon his or her termination of employment.
	 
	10.02	 	Forms of Distribution






	 	(a)	 	Distribution of the value of a Participant’s Accounts shall be made in a cash
lump sum; provided, however, that a Participant may elect, in such manner as the
Committee or its delegate shall prescribe, to receive an optional form of benefit
described below:






	 	(i)	 	To receive the entire value of his or her Accounts in a fixed
dollar amount payable in cash in approximately equal monthly, quarterly, or
annual installments, such fixed dollar amount and installment frequency to be
designated by the Participant. In the event that the Participant dies before
complete distribution of his or her Accounts, the remaining installments shall
be paid to his or her Beneficiary in the dollar amount and the installment
frequency designated by the Participant. In the event that the Beneficiary
dies before complete distribution of his or her Accounts, the remaining balance
in the Accounts shall be paid in an immediate cash lump sum to the
Beneficiary’s estate.






	 	(ii)	 	To receive the entire value of his or her Accounts in the form
of a variable dollar amount payable in cash in monthly, quarterly, or annual
installments over a fixed period of time designated by the Participant. In the
event that the Participant dies before all installments have been paid, the
installments for the remainder of the fixed period of time designated by the
Participant and in the installment frequency designated by the Participant
shall be paid to his or her Beneficiary. In the event that the Beneficiary
dies before all installments have been paid, the remaining balance in his or
her Accounts shall be paid in an immediate cash lump sum to the Beneficiary’s
estate.






	 	(iii)	 	To receive the entire value of his or her Accounts in a lump
sum, the portion of such Accounts invested in the Company Stock Fund or an ESOP
Account to be




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	 	 	 	paid in shares of Company Stock (except that such part thereof as is
represented by a fractional share or that has not yet been converted into
Company Stock shall be distributed in cash) and the remainder of such
Accounts to be paid in cash.






	 	(iv)	 	To receive the portion of his or her Accounts invested in the
Company Stock Fund or an ESOP Account in a lump sum consisting of shares of
Company Stock (except that such part thereof as is represented by a fractional
share or that has not yet been converted into Company Stock shall be
distributed in cash) and to receive the remainder of his or her Accounts in a
form of payment set forth in paragraph (i) or (ii) above, as the Participant
elects.






	 	(v)	 	To receive the portion of his or her Accounts invested in the
Company Stock Fund in the form of a variable dollar amount payable in shares of
Company Stock (except that such part thereof as is represented by a fractional
share or that has not yet been converted into Company Stock shall be
distributed in cash) in annual installments over a fixed period of time
designated by the Participant and to receive the remainder of his or her
Accounts in either a cash lump sum or in a form of payment set forth in
paragraph (i) or (ii) above, as the Participant elects. In the event that the
Participant dies before all installments have been paid, the remaining
installments shall be paid to his or her Beneficiary. In the event that the
Beneficiary dies before all installments have been paid, the remaining balance
in his or her Accounts shall be paid in an immediate lump sum to the
Beneficiary’s estate.






	 	(b)	 	If a Participant dies before his or her benefits commence, the value of his or
her Accounts shall be paid to his or her Beneficiary in a cash lump sum; provided,
however, that the Beneficiary may elect, in such manner as the Committee or its
delegate shall prescribe, to receive an optional form of benefit described below:






	 	(i)	 	To receive the entire value of the Participant’s Accounts in
the form of a fixed dollar amount payable in cash in approximately equal
monthly, quarterly, or annual installments, such fixed dollar amount and
installment frequency to be designated by the Beneficiary; provided, however,
that if the Beneficiary is not the Participant’s surviving spouse, distribution
shall be completed by December 31 of the calendar year containing the fifth
anniversary of the




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	 	 	 	Participant’s death. In the event that the Beneficiary dies before complete
distribution of his or her Accounts, the remaining balance in the Accounts
shall be paid in an immediate cash lump sum to the Beneficiary’s estate.






	 	(ii)	 	To receive the entire value of the Participant’s Accounts in
the form of a variable dollar amount payable in cash in monthly, quarterly or
annual installments over a fixed period designated by the Beneficiary;
provided, however, that if the Beneficiary is not the Participant’s surviving
spouse, distribution shall be completed by December 31 of the calendar year
containing the fifth anniversary of the Participant’s death. In the event that
the Beneficiary dies before all installments have been paid, the remaining
balance in his or her Accounts shall be paid in an immediate cash lump sum to
the Beneficiary’s estate.






	 	(iii)	 	To receive the entire value of the Participant’s Accounts in a
lump sum, the portion of such Accounts invested in the Company Stock Fund to be
paid in shares of Company Stock (except that such part thereof as is
represented by a fractional share or that has not yet been converted into
Company Stock shall be distributed in cash) and the remainder of such Accounts
to be paid in cash.






	 	(iv)	 	To receive the portion of the Participant’s Accounts invested
in the Company Stock Fund in a lump sum consisting of shares of Company Stock
(except that such part thereof as is represented by a fractional share or that
has not yet been converted into Company Stock shall be distributed in cash) and
to receive the remainder of the Participant’s Accounts in a form of payment set
forth in paragraph (i) or (ii) above, as the Beneficiary elects.






	 	(v)	 	To receive the portion of the Participant’s Accounts invested
in the Company Stock Fund in the form of a variable dollar amount payable in
shares of Company Stock (except that such part thereof as is represented by a
fractional share or that has not yet been converted into Company Stock shall be
distributed in cash) in annual installments over a fixed period of time
designated by the Beneficiary and to receive the remainder of his or her
Accounts in either a cash lump sum or in a form of payment set forth in
paragraph (i) or (ii) above, as the Beneficiary elects; provided, however, that
if the Beneficiary is not the Participant’s surviving spouse, distribution
shall be completed by December 31 of the calendar year




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	 	 	 	containing the fifth anniversary of the Participant’s death. In the event
that the Beneficiary dies before all installments have been paid, the
remaining balance in his or her Accounts shall be paid in an immediate lump
sum to the Beneficiary’s estate.






	10.03	 	Commencement of Payments






	 	(a)	 	Except as set forth in Section 10.04, distribution of a Participant’s Account
shall not commence until he or she has affirmatively elected to receive his or her
benefit in the applicable manner provided herein. Except as otherwise provided in this
Article, a Participant may elect distribution of the value of his or her Accounts to
commence following the later of (i) the Participant’s termination of employment or (ii)
the 65th anniversary of the Participant’s date of birth (but not more than 60 days
after the close of the Plan Year in which the later of (i) or (ii) occurs).






	 	(b)	 	In lieu of a distribution as described in subsection (a) above, a Participant
may, in accordance with such procedures as the Committee or its delegate shall
prescribe, elect to have the distribution of the value of his or her Accounts commence
as of any Valuation Date coincident with or following his or her termination of
employment which is no later than his or her Required Beginning Date. Subject to the
limitations set forth in the preceding sentence, a Participant who elects to receive
the portion of his or her Accounts invested in the Company Stock Fund in shares of
Company Stock may elect one commencement date for such distribution and a different
commencement date for distribution of the remainder of his or her Accounts.






	 	(c)	 	In the case of the death of a Participant before his or her benefits commence,
distribution of the value of his or her Accounts shall commence to his or her
Beneficiary as soon as administratively practicable following the Participant’s date of
death; provided, however, that if the Beneficiary is the Participant’s spouse, such
Beneficiary may elect to have the value of his or her Accounts commence as of any
Valuation Date coincident with or following the Participant’s death which is no later
than the December 31 of the year in which the Participant would have attained age 701/2.
Subject to the limitations set forth in the preceding sentence, a Beneficiary who
elects to receive the portion of his or her Accounts invested in the Company Stock Fund
in shares of Company Stock may elect




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	 	 	 	one commencement date for such distribution and a different commencement date for
distribution of the remainder of his or her Accounts.






	10.04	 	Required Minimum Distributions






	 	(a)	 	Notwithstanding any provision of the Plan to the contrary, the distribution of
the Participant’s Accounts shall begin no later than his or her Required Beginning
Date. All distributions required under this Section shall be determined and made in
accordance with the Treasury regulations under Code Section 401(a)(9). Unless the
Participant’s Accounts are distributed in the form of an annuity purchased from an
insurance company or in a single sum on or before his or her Required Beginning Date,
as of the first Distribution Calendar Year, distributions shall be made in accordance
with subsections (b), (c), and (d) below. If the Participant’s Accounts are
distributed in the form of an annuity purchased from an insurance company,
distributions thereunder shall be made in accordance with the requirements of Code
Section 401(a)(9) and related Treasury regulations issued thereunder.






	 	(b)	 	Required Minimum Distributions during Participant’s Lifetime. During
the Participant’s lifetime, the minimum amount that shall be distributed for each
Distribution Calendar Year is the lesser of:






	 	(i)	 	The quotient obtained by dividing the Participant’s Accounts by
the distribution period in the Uniform Lifetime Table set forth in Treasury
Regulations Section 1.401(a)(9)-9, using the Participant’s age as of the
Participant’s birthday in the Distribution Calendar Year; or






	 	(ii)	 	If the Participant’s sole Designated Beneficiary for the
Distribution Calendar Year is the Participant’s spouse, the quotient obtained
by dividing the Participant’s Accounts by the number in the Joint and Last
Survivor Table set forth in Treasury Regulations Section 1.401(a)(9)-9, using
the Participant’s and his or her spouse’s attained ages as of the Participant’s
and spouse’s birthdays in the Distribution Calendar Year.






	 	 	 	Required minimum distributions shall be determined under this subsection (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.




-52-









 












	 	(c)	 	Death of Participant before Distributions Begin. If the Participant
dies before the date distributions begin and there is a Designated Beneficiary, the
minimum amount that shall be distributed for each Distribution Calendar Year after the
year of the Participant’s death is the quotient obtained by dividing the Participant’s
Accounts by the remaining life expectancy of the Participant’s Designated Beneficiary,
determined as provided in subsection (d)(i) below; provided, however, that if
distribution is made in the form of a single sum, distribution shall be completed by
December 31 of the calendar year containing the fifth anniversary of the Participant’s
death. If a Participant dies before distributions begin, the Participant’s Accounts
shall be distributed, or begin to be distributed, no later than as follows:






	 	(i)	 	If the Participant’s surviving spouse is the Participant’s sole
Designated Beneficiary, distributions to the surviving spouse shall 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 701/2, if later. Notwithstanding the
foregoing, if the spouse elects to receive a single sum, such amount shall be
distributed by December 31 of the calendar year containing the fifth
anniversary of the Participant’s death.






	 	(ii)	 	If the Participant’s surviving spouse is not the Participant’s
sole Designated Beneficiary, the Participant’s Accounts shall be distributed by
December 31 of the calendar year containing the fifth anniversary of the
Participant’s death. Notwithstanding the foregoing, if the Participant’s
Designated Beneficiary elects to receive periodic payments instead of a single
sum, distributions to the Designated Beneficiary shall begin by December 31 of
the calendar year immediately following the calendar year in which the
Participant died. Any election to receive periodic payments must be made by
September 30 of the calendar year in which distribution would be required to
begin under the previous sentence; if no such election is made, the first
sentence of this paragraph shall apply.






	 	(iii)	 	If there is no Designated Beneficiary as of September 30 of
the year following the year of the Participant’s death, the Participant’s
Accounts shall be distributed




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	 	 	 	by December 31 of the calendar year containing the fifth anniversary of the
Participant’s death.






	 	(iv)	 	If the Participant’s surviving spouse is the Participant’s sole
Designated Beneficiary and the surviving spouse dies after the Participant but
before distributions to the surviving spouse begin, this subsection (c), other
than paragraph (i), shall apply as if the surviving spouse were the
Participant.






	 	 	 	For purposes of this subsection (c) and subsection (d) below, unless paragraph (iv)
above applies, distributions are considered to begin on the Participant’s Required
Beginning Date. If paragraph (iv) applies, distributions are considered to begin on
the date distributions are required to begin to the surviving spouse under paragraph
(i). If annuity payments 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
paragraph (i)), the date distributions are considered to begin is the date
distributions actually commence.
	 
	 	(d)	 	Death of Participant on or after Distributions Begin.






	 	(i)	 	Participant Survived by Designated Beneficiary. If the
Participant dies on or after the date distributions begin and there is a
Designated Beneficiary, the minimum amount that shall be distributed for each
Distribution Calendar Year after the year of the Participant’s death is the
quotient obtained by dividing the Participant’s Accounts by the longer of the
remaining life expectancy of the Participant or the remaining life expectancy
of the Participant’s Designated Beneficiary, determined as follows:






	 	(A)	 	The Participant’s remaining life expectancy is
calculated using the age of the Participant in the year of death,
reduced by one for each subsequent year.
	 
	 	(B)	 	If the Participant’s surviving spouse is the
Participant’s sole Designated Beneficiary, the remaining life
expectancy of the surviving spouse is calculated for each Distribution
Calendar Year after the year of the Participant’s death using the
surviving spouse’s age as of the spouse’s birthday in that year. For
Distribution Calendar Years after the year of




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






	 	(ii)	 	No Designated Beneficiary. If the Participant dies on
or after the date distributions begin and there is no Designated Beneficiary as
of September 30 of the year after the year of the Participant’s death, the
minimum amount that shall 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.






	 	(e)	 	For purposes of this Section 10.04, the following definitions shall apply:






	 	(i)	 	“Designated Beneficiary” means the individual who is designated
as the Beneficiary under the Plan and who is the “designated beneficiary” under
Code Section 401(a)(9) and Treasury Regulations Section 1.401(a)(9)-4, Q&A-4.






	 	(ii)	 	“Distribution Calendar Year” means a calendar year for which a
minimum distribution is required. For distributions beginning before the
Participant’s death, the first Distribution Calendar Year is the calendar year
immediately preceding the calendar year that contains the Participant’s
Required Beginning Date. For distributions beginning after the Participant’s
death, the first Distribution Calendar Year is the calendar year in which
distributions are required to begin under subsection (c) above. The required
minimum distribution for the Participant’s first Distribution Calendar Year
shall 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




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	 	 	 	Required Beginning Date occurs, shall be made on or before December 31 of
that Distribution Calendar Year.






	 	(iii)	 	“Life Expectancy” means life expectancy as computed by use of
the Single Life Table in Treasury Regulations Section 1.401(a)(9)-9.






	10.05	 	Small Benefits
	 
	 	 	Notwithstanding any provision of the Plan to the contrary, a lump sum payment shall be made
in lieu of all vested benefits if the value of the Participant’s Accounts (excluding the
value of the Participant’s Rollover Account, and with respect to distributions made on or
after March 28, 2005, including the value of a Participant’s Rollover Account) as of the
date of distribution equals $5,000 or less. Such lump sum payment shall be made in cash;
provided, however, that the Participant (or Beneficiary in the case of the Participant’s
death) may elect, in such manner as the Committee or its delegate shall prescribe, to
receive the portion of the Participant’s Accounts invested in the Company Stock Fund in
shares of Company Stock (except that such part thereof as is represented by a fractional
share or that has not yet been converted into Company Stock shall be distributed in cash).
The lump sum payment shall automatically be made as soon as administratively practicable
following the Participant’s termination of employment. Effective with respect to lump sum
payments made pursuant to this Section 10.05 on or after March 28, 2005, that are greater
than $1,000 (including the value of any Rollover Accounts) and for which the Participant
does not affirmatively elect to have paid in a direct rollover pursuant to Section 10.09 or
to receive the payment in Company Stock or in cash directly, such payments shall be made to
an individual retirement plan designated by the Committee.
	 
	10.06	 	Status of Accounts Pending Distribution
	 
	 	 	Until completely distributed under Section 10.03, 10.04, or 10.05, the Accounts of a
Participant who is entitled to a distribution shall continue to be invested as part of the
funds of the Plan and the Participant shall retain investment transfer rights as described
in Section 5.05 during the deferral period. Loans or withdrawals, however, shall not be
permitted during the deferral period except to the extent required by law.
	 
	10.07	 	Proof of Death and Right of Beneficiary or Other Person
	 
	 	 	The Committee or its delegate may require and rely upon such proof of death and such
evidence of the right of any Beneficiary or other person to receive the value of the
Accounts of a deceased




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	 	 	Participant as the Committee or its delegate may deem proper and its determination of the
right of that Beneficiary or other person to receive payment shall be conclusive.
	 
	10.08	 	Distribution Limitation
	 
	 	 	Notwithstanding any other provision of this Article 10, all distributions from this Plan
shall conform to the regulations issued under Code Section 401(a)(9), and such regulations
shall override any Plan provision that is inconsistent with Code Section 401(a)(9). The
Plan shall apply the minimum distribution requirements of the final regulations under Code
Section 401(a)(9) that were published on April 17, 2002.
	 
	10.09	 	Direct Rollover of Certain Distributions
	 
	 	 	Notwithstanding any provision of the Plan to the contrary that would otherwise limit a
Distributee’s election under this Section, a Distributee may elect, at the time and in the
manner prescribed by the Committee or its delegate, to have any portion of an Eligible
Rollover Distribution paid directly by the Plan to an Eligible Retirement Plan as specified
by the Distributee.
	 
	 	 	Notwithstanding the foregoing, effective with respect to distributions made on or after
March 28, 2005, any Eligible Retirement Distribution (including the value of any Rollover
Account) in excess of $1,000 but not greater than $5,000 shall be transferred directly to
the individual retirement plan of a designated trustee or insurer, unless the Participant
elects to receive or rollover such distribution.
	 
	 	 	In the event that the provisions of this Section 10.09 or any part thereof cease to be
required by law as a result of subsequent legislation or otherwise, this Section or any
applicable part thereof shall be ineffective without the necessity of further amendments to
the Plan.
	 
	10.10	 	Waiver of Notice Period
	 
	 	 	Except as provided in the following sentence, an election by the Participant to receive a
distribution, to the extent such election is required by Code Section 411(a)(11) and the
regulations thereunder, shall not be valid unless the written election is made (a) after the
Participant has received the notice required under Treasury Regulations Section
1.411(a)-11(c) and (b) within a reasonable time before the effective date of the
commencement of the distribution as prescribed by said regulations. If the distribution is
one to which Code Sections




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	 	 	401(a)(11) and 417 do not apply, such distribution may commence less than 30 days after the
notice required under Treasury Regulations Section 1.411(a)-11(c) is given, provided that:






	 	(a)	 	the Plan Sponsor or its delegate clearly informs the Participant that he or she
has a right to a period of at least 30 days after receiving the notice to consider the
decision of whether or not to elect a distribution (and, if applicable, a particular
distribution option), and






	 	(b)	 	the Participant, after receiving the notice, affirmatively elects a
distribution.






	10.11	 	Put Options
	 
	 	 	If the Company Stock held under the ESOP portion of the Plan is not readily tradable on an
established securities market (within the meaning of Code Section 409(h)(1)(B)), any
Participant who is entitled to a distribution of such shares from the Plan shall have a
right to require the Company to repurchase such shares in accordance with Code Section
409(h)(1)(B). Company Stock held under the ESOP portion of the Plan shall not be subject to
a put, call, or other option, or a buy-sell or similar arrangement either while held by the
Plan or when distributed to or on account of a Participant whether or not the Plan is then
an employee stock ownership plan.




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ARTICLE 11. ADMINISTRATION OF PLAN





	11.01	 	Appointment of Committee
	 
	 	 	The general administration of the Plan and the responsibility for carrying out the
provisions of the Plan shall be placed in the Committee, which shall be established pursuant
to the general policies and procedures as adopted by the Company from time to time.
	 
	11.02	 	Duties of Committee
	 
	 	 	The members of the Committee may appoint from their number such subcommittees with such
powers as they shall determine; may authorize one or more of their number or any agent to
execute or deliver any instrument or make any payment on their behalf; shall have the
responsibility with respect to reporting and disclosure requirements under ERISA; may retain
counsel, employ agents and provide for such clerical, accounting, and consulting services as
they may require in carrying out the provisions of the Plan; and may allocate among
themselves or delegate to other persons all or such portion of their duties under the Plan,
other than those granted to the Trustee under the trust agreement adopted for use in
implementing the Plan, as they shall decide; and may perform such other duties as provided
in the general policies and procedures as adopted by the Company from time to time; subject
to such general policies and procedures and any determination of the Board of Directors.
	 
	11.03	 	Meetings
	 
	 	 	The Committee and the Investment Committee shall hold meetings upon such notice, at such
place or places, and at such time or times as they may from time to time determine or as
provided by the Company.
	 
	11.04	 	Compensation and Bonding
	 
	 	 	No members of the Committee or the Investment Committee shall receive any compensation from
the Plan for his or her services as such. Except as may otherwise be required by law, no
bond or other security need be required of any members in that capacity in any jurisdiction.
	 
	11.05	 	Establishment of Rules
	 
	 	 	Subject to the limitations of the Plan, the Committee or its delegate from time to time may
establish rules for the administration of the Plan and the transaction of its business. The




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	 	 	Committee shall have total and complete discretion to interpret the Plan; including, but not
limited to, the discretion to (a) determine all questions arising in the administration,
interpretation and application of the Plan including the power to construe and interpret the
Plan; (b) decide all questions relating to an individual’s eligibility to participate in the
Plan and/or eligibility for benefits and the amounts thereof; (c) decide all facts relevant
to the determination of eligibility for benefits or participation; (d) make such adjustments
which it deems necessary or desirable to correct any arithmetical or accounting errors; and
(e) determine the amount, form and timing of any distribution to be made hereunder. In
making its decisions, the Committee shall be entitled to, but need not rely upon,
information supplied by a Participant, Beneficiary, or representative thereof. The
Committee shall have full and complete discretion to determine whether a domestic relations
order constitutes a qualified domestic relations order and whether the Alternate Payee
otherwise qualifies for benefits hereunder. The Committee may correct any defect, supply
any omission, or reconcile any inconsistency in such manner and to such extent as it shall
deem necessary to carry out the purposes of this Plan. The Committee’s decisions in such
matters shall be binding and conclusive as to all parties.
	 
	11.06	 	Appointment of Investment Committee
	 
	 	 	An Investment Committee shall be established by the Company.
	 
	11.07	 	Duties of Investment Committee
	 
	 	 	In addition to any other responsibilities assigned to it under the Plan, the Investment
Committee shall have primary responsibility and authority for setting and implementing the
Plan’s investment and funding objectives and policies and communicating the same to, and
monitoring, the Trustee and investment managers and reporting as required pursuant to the
general policies and procedures as adopted by the Company from time to time to the Pension
Committee of the board of directors of the Company. The Investment Committee shall have the
authority to retain independent consultants and advisors. The Investment Committee shall
have no responsibility as to investment decisions respecting Plan Accounts.
	 
	11.08	 	Individual Accounts
	 
	 	 	The Committee or its delegate shall maintain, or cause to be maintained, records showing the
individual balances in each Participant’s Accounts. Maintenance of those records and
Accounts, however, shall not require any segregation of the funds of the Plan.




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	11.09	 	Appointment of Investment Manager
	 
	 	 	The Investment Committee may, in its discretion, appoint one or more investment managers
(within the meaning of ERISA Section 3(38)) to manage (including the power to acquire and
dispose of) all or part of the assets of the Plan, as the Investment Committee shall
designate. In that event authority over and responsibility for the management of the assets
so designated shall be the sole responsibility of that investment manager.
	 
	11.10	 	Prudent Conduct
	 
	 	 	The members of the Committee and the Investment Committee shall use that degree of care,
skill, prudence, and diligence that a prudent person acting in a like capacity and familiar
with such matters would use in his or her conduct of a similar situation.
	 
	11.11	 	Service in More than One Fiduciary Capacity
	 
	 	 	Any individual, entity, or group of persons may serve in more than one fiduciary capacity
with respect to the Plan and/or the funds of the Plan.
	 
	11.12	 	Limitation of Liability
	 
	 	 	The members of the Investment Committee and the Committee and their agents and delegates
shall be entitled to rely upon the advice, opinions, reports, statements, and certificates
of counsel, actuaries, accountants, and other experts retained by them. No member of any
committee provided for herein shall be responsible for the breach of any obligation or duty
expressly delegated under the Plan to any other committee, unless such member knowingly
participates in or knowingly undertakes to conceal such breach.
	 
	 	 	An Employer, the Board of Directors, the members of the Committee and the Investment
Committee, and any officer, employee, or agent of an Employer shall not incur any liability
individually or on behalf of any other individuals or on behalf of any Employer for any act
or failure to act, made in good faith in relation to the Plan or the funds of the Plan,
except with regard to any matters as to which they shall be adjudged to be liable for gross
negligence or willful misconduct in the performance of their duties. This limitation,
however, shall not act to relieve any such individual or an Employer from a responsibility
or liability for any fiduciary responsibility, obligation, or duty under Part 4, Title I of
ERISA.




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	11.13	 	Indemnification
	 
	 	 	To the extent permitted by ERISA and applicable state law, the Employers shall indemnify and
save harmless the Board of Directors, the members of the Committee and the Investment
Committee, and the officers and employees of the Employers against all liabilities and
expenses, including attorneys’ fees, reasonably incurred by them in connection with any
legal action to which they may be a party or any threatened legal action arising out of
their discharge in good faith of responsibilities under or incident to the Plan, except for
actions or failures to act made in bad faith or for which they shall be adjudged to be
liable for gross negligence or willful misconduct in the performance of their duties. The
foregoing indemnity shall not preclude such further indemnities as may be available by the
purchase of insurance, as such indemnities are permitted by law. The foregoing
indemnification shall be from the assets of the Employers and shall not be made directly or
indirectly from the Plan.
	 
	11.14	 	Named Fiduciary
	 
	 	 	For purposes of ERISA, the Committee shall be the named fiduciary of the Plan.

	 
	11.15	 	Claims and Review Procedures






	 	(a)	 	Applications for benefits and inquiries concerning the Plan (or concerning
present or future rights to benefits under the Plan) shall be submitted to the
Committee or its delegate in writing. An application for benefits shall be submitted
on the prescribed form and shall be signed by the Participant or, in the case of a
benefit payable after his or her death, by his or her Beneficiary.






	 	(b)	 	In the event that an application for benefits is denied in whole or in part,
the Committee or its delegate shall notify the applicant of the denial and of the right
to review of the denial. The notice shall set forth, in a manner calculated to be
understood by the applicant, (i) specific reasons for the denial; (ii) specific
references to the pertinent provisions of the Plan upon which the denial is based;
(iii) a description of any information or material necessary for the applicant to
perfect the application; (iv) an explanation of why the material is necessary; (v) an
explanation of the review procedure under the Plan; (vi) and a statement of the
applicant’s right to bring an action under ERISA Section 502 upon an adverse
determination on review. The notice shall be given to the applicant within a
reasonable period of time (not more than 90 days) after the




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	 	 	 	Committee or its delegate received the application, unless special circumstances
require further time for processing and the applicant is advised of the extension.
In no event shall the notice be given more than 180 days after the Committee or its
delegate received the application.






	 	(c)	 	An applicant whose application for benefits was denied in whole or part, or the
applicant’s duly authorized representative, may appeal the denial by submitting to the
Committee or its delegate a request for a review of the application within 60 days
after receiving notice of the denial from the Committee or its delegate. The Committee
or its delegate shall give the applicant or his or her representative an opportunity to
review pertinent materials, other than legally privileged documents, in preparing the
request for a review. The request for a review shall be in writing and addressed to
the Committee or its delegate. The request for a review shall set forth all of the
grounds upon which it is based, all facts in support of the request, and any other
matters that the applicant deems pertinent. The Committee or its delegate may require
the applicant to submit such additional facts, documents, or other materials as it may
deem necessary or appropriate in making its review.






	 	(d)	 	The Committee or its delegate shall act on each request for a review within 60
days after receipt, unless special circumstances require further time for processing
and the applicant is advised of the extension. In no event shall the decision on
review be rendered more than 120 days after the Committee or its delegate received the
request for a review. In connection with the decision on review, the applicant or his
or her representative may inspect or purchase copies of pertinent documents and
records. The Committee or its delegate shall give prompt notice of its decision to the
applicant. In the event that the Committee or its delegate confirms the denial of the
application for benefits in whole or in part, the notice shall set forth, in a manner
calculated to be understood by the applicant, (i) the specific reasons for the
decision; (ii) specific references to the pertinent Plan provisions upon which the
decision is based; (iii) the applicant’s right to receive, upon request and free of
charge, reasonable access to, and copies of, all documents, records, and other
information relevant to the claim for benefits; and (iv) a statement of the applicant’s
right to bring an action under ERISA Section 502(a).




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	 	(e)	 	The Committee or its delegate shall adopt such rules, procedures, and
interpretations of the Plan as it deems necessary or appropriate in carrying out its
responsibilities under this Section 11.15.






	 	(f)	 	No legal action for benefits under the Plan shall be brought unless and until
the claimant (i) has submitted a written application for benefits in accordance with
subsection (a); (ii) has been notified by the Committee or its delegate that the
application is denied; (iii) has filed a written request for a review of the
application in accordance with subsection (c); and (iv) has been notified that the
Committee or its delegate has affirmed the denial of the application; provided,
however, that legal action may be brought after the Committee or its delegate has
failed to take any action on the claim within the time prescribed by subsections (b)
and (d) above.




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ARTICLE 12. MANAGEMENT OF FUNDS





	12.01	 	Trust Agreement
	 
	 	 	All the funds of the Plan shall be held by the Trustee appointed from time to time by the
Investment Committee or its delegate under a trust agreement adopted, or as amended, by the
Board of Directors. The Employer and the Investment Committee shall have no liability for
the payment of benefits under the Plan nor for the administration of the funds paid over to
the Trustee.
	 
	12.02	 	Exclusive Benefit Rule
	 
	 	 	Except as otherwise provided in the Plan, no part of the corpus or income of the funds of
the Plan shall be used for, or diverted to, purposes other than for the exclusive benefit of
Participants and other persons entitled to benefits under the Plan and paying the expenses
of the Plan not paid directly by the Company on behalf of the Employers. No person shall
have any interest in, or right to, any part of the earnings of the funds of the Plan, or any
right in, or to, any part of the assets held under the Plan, except as and to the extent
expressly provided in the Plan.




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ARTICLE 13. AMENDMENT, MERGER, AND TERMINATION





	13.01	 	Amendment of the Plan
	 
	 	 	The Board of Directors reserves the right at any time and from time to time, and
retroactively if deemed necessary or appropriate, to amend in whole or in part any or all of
the provisions of the Plan. Such action shall be evidenced by written resolution certified
in writing by the Secretary or Assistant Secretary of the Plan Sponsor. No amendment,
however, shall make it possible for any part of the funds of the Plan to be used for, or
diverted to, purposes other than for the exclusive benefit of persons entitled to benefits
under the Plan. No amendment shall be made which has the effect of decreasing the balance
of the Accounts of any Participant or of reducing the nonforfeitable percentage of the
balance of the Accounts of a Participant below the nonforfeitable percentage computed under
the Plan as in effect on the date on which the amendment is adopted, or if later, the date
on which the amendment becomes effective.
	 
	 	 	The Global Benefits and Compensation Oversight Committee and, with respect to amendments
that do not cost the Company $100,000 or more in any Plan Year, the Employee Benefits
Committee shall also have the right to amend in whole or part any or all of the provisions
of the Plan. Such action shall be evidenced by written resolution certified in writing by
the Secretary of the Global Benefits and Compensation Oversight Committee or Employee
Benefits Committee, as appropriate.
	 
	13.02	 	Merger, Consolidation, or Transfer
	 
	 	 	The Board of Directors may, in its sole discretion, merge this Plan into another qualified
plan, subject to any applicable legal requirements. The Plan may not be merged or
consolidated with, and its assets or liabilities may not be transferred to, any other plan
unless each person entitled to benefits under the Plan would, if the resulting plan were
then terminated, receive a benefit immediately after the merger, consolidation, or transfer
that is equal to or greater than the benefit he or she would have been entitled to receive
immediately before the merger, consolidation, or transfer if the Plan had then terminated.
	 
	13.03	 	Additional Participating Employers






	 	(a)	 	If any company is or becomes a subsidiary of or associated with an Employer,
the Committee may include the employees of that subsidiary or associated company in the
participation of the Plan upon appropriate action by that company necessary to adopt
the




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	 	 	 	Plan. In that event, or if any persons become Eligible Employees of an Employer as
the result of merger or consolidation or as the result of acquisition of all or part
of the assets or business of another company, the Committee shall determine to what
extent, if any, previous service with the subsidiary, associated or other company
shall be recognized under the Plan, but subject to the continued qualification of
the trust for the Plan as tax-exempt under the Code.






	 	(b)	 	Any subsidiary or associated company may terminate its participation in the
Plan upon appropriate action by it. In that event the funds of the Plan held on
account of Participants in the employ of that company, and any unpaid balances of the
Accounts of all Participants who have separated from the employ of that company, shall
be determined by the Committee. Those funds shall be distributed as provided in
Section 13.04 if the Plan should be terminated, or shall be segregated by the Trustee
as a separate trust, pursuant to certification to the Trustee by the Committee or its
delegate, continuing the Plan as a separate plan for the employees of that company
under which the board of directors of that company shall succeed to all the powers and
duties of the Board of Directors.






	13.04	 	Termination of the Plan






	 	(a)	 	The Board of Directors may terminate the Plan or completely discontinue
contributions under the Plan for any reason at any time. In case of termination or
partial termination of the Plan, or complete discontinuance of Employer contributions
to the Plan, the rights of affected Participants to their Accounts under the Plan as of
the date of the termination or discontinuance shall be nonforfeitable. In the event of
the Plan’s termination, the total amount in each Participant’s Accounts shall be
distributed to him or her if permitted by law or continued in trust for his or her
benefit, as the Committee shall direct.






	 	(b)	 	Upon termination of the Plan, Salary Deferral Contributions, with earnings
thereon, shall only be distributed to Participants if (i) neither the Employer nor an
Affiliated Employer establishes or maintains a successor defined contribution plan, and
(ii) payment is made to the Participants in the form of a lump sum distribution (as
defined in Code Section 402(e)(4)(D), without regard to subclauses (I) through (IV) of
clause (i) thereof). For purposes of this paragraph, a “successor defined contribution
plan” is a defined contribution plan (other than an employee stock ownership plan as
defined in Code




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	 	 	 	Section 4975(e)(7) (“ESOP”) or a simplified employee pension as defined in Code
Section 408(k) (“SEP”)) that exists at the time the Plan is terminated or within the
twelve-month period beginning on the date all assets are distributed. In no event,
however, shall a defined contribution plan be deemed a successor plan if fewer than
two percent of the employees who are eligible to participate in the Plan at the time
of its termination are or were eligible to participate under another defined
contribution plan of the Employer or an Affiliated Employer (other than an ESOP or a
SEP) at any time during the period beginning twelve months before and ending twelve
months after the date of the Plan’s termination.




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ARTICLE 14. GENERAL PROVISIONS





	14.01	 	Nonalienation






	 	(a)	 	Except as required by any applicable law or by subsection (c), no benefit under
the Plan shall in any manner be anticipated, assigned, or alienated, and any attempt to
do so shall be void. Payment, however, shall be made in accordance with the provisions
of any judgment, decree, or order that:






	 	(i)	 	creates for, or assigns to, a spouse, former spouse, child, or
other dependent of a Participant the right to receive all or a portion of the
Participant’s benefits under the Plan for the purpose of providing child
support, alimony payments, or marital property rights to that spouse, child, or
dependent;
	 
	 	(ii)	 	is made pursuant to a State domestic relations law;






	 	(iii)	 	does not require the Plan to provide any type of benefit, or
any option, not otherwise provided under the Plan; and






	 	(iv)	 	otherwise meets the requirements of ERISA Section 206(d), as
amended, as a “qualified domestic relations order,” as determined by the
Committee or its delegate.






	 	(b)	 	Except as otherwise specifically provided herein, the valuation and
distribution of an Alternate Payee’s account shall be made according to the provisions
of Section 10.05 applicable to Small Benefits above. Such lump sum payment shall be
made in cash; provided, however, that the Alternate Payee may elect to receive the
portion of the Participant’s Accounts assigned to him or her that is invested in the
Company Stock Fund in shares of Company Stock (except that such part thereof as is
represented by a fractional share or that has not yet been converted into Company Stock
shall be distributed in cash). If the amount payable to the Alternate Payee exceeds
$5,000 (valued in accordance with Section 10.05), it may be paid as soon as
administratively practicable following the qualification of the order if the qualified
domestic relations order so provides and the Alternate Payee consents thereto;
otherwise it may not be payable before the earlier of (i) the Participant’s termination
of employment or (ii) the Participant’s attainment of age 50.




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	 	(c)	 	A Participant’s benefit under the Plan shall be offset or reduced by the amount
the Participant is required to pay to the Plan under the circumstances set forth in
Code Section 401(a)(13)(C).






	14.02	 	Conditions of Employment Not Affected by the Plan
	 
	 	 	The establishment of the Plan shall not confer any legal rights upon any Employee or other
person for a continuation of employment, nor shall it interfere with the rights of an
Employer to discharge any Employee and to treat him or her without regard to the effect
which that treatment might have upon him or her as a Participant or potential Participant of
the Plan.
	 
	14.03	 	Facility of Payment
	 
	 	 	If the Committee or its delegate shall find that a Participant or other person entitled to a
benefit is unable to care for his or her affairs because of illness or accident or is a
minor, the Committee or its delegate may direct that any benefit due him or her, unless
claim shall have been made for the benefit by a duly appointed legal representative, be paid
to his or her spouse, a child, a parent, or other blood relative, or to a person with whom
he or she resides. Any payment so made shall be a complete discharge of the liabilities of
the Plan for that benefit.
	 
	 	 	Furthermore, if the Committee or its delegate receives from a Participant a power of
attorney valid under state law, the Committee or its delegate shall comply with the
instructions of the named attorney to the extent that the Committee or its delegate would
comply with such instructions if given by the Participant and such instructions are
consistent with the power of attorney.
	 
	14.04	 	Erroneous Allocation
	 
	 	 	Notwithstanding any provision of the Plan to the contrary, if a Participant’s Account is
credited with an erroneous amount due to a mistake in fact or law, the Committee shall
adjust such Account in such equitable manner as it deems appropriate to correct the
erroneous allocation.
	 
	14.05	 	Information
	 
	 	 	Each Participant, Beneficiary, Alternate Payee, or other person entitled to a benefit,
before any benefit shall be payable to him or her or on his or her account under the Plan,
shall file with the




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	 	 	Committee or its delegate the information that it shall require to establish his or her
rights and benefits under the Plan.
	 
	14.06	 	Top-Heavy Provisions






	 	(a)	 	The following definitions apply to the terms used in this Section:






	 	(i)	 	“Applicable Determination Date” means the last day of the
preceding Plan Year;






	 	(ii)	 	“Top-Heavy Ratio” means the ratio of (A) the value of the
aggregate of the Accounts under the Plan for Key Employees to (B) the value of
the aggregate of the Accounts under the Plan for all Key Employees and Non-Key
Employees;






	 	(iii)	 	“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 an Employer or an Affiliated
Employer having Statutory Compensation greater than $135,000 (as adjusted under
Code Section 416(i)(1)), a five percent owner (as defined in Code Section
416(i)) of an Employer or an Affiliated Employer, or a one percent owner (as
defined in Code Section 415(i)(1)(B)(ii)) of an Employer or an Affiliated
Employer having Statutory Compensation of more than $150,000. The
determination of who is a Key Employee shall be made in accordance with Code
Section 416(i)(1) and the applicable regulations and other guidance of general
applicability issued thereunder;






	 	(iv)	 	“Non-Key Employee” means any Employee who is not a Key
Employee;






	 	(v)	 	“Applicable Valuation Date” means the Valuation Date coincident
with or immediately preceding the last day of the preceding Plan Year;






	 	(vi)	 	“Required Aggregation Group” means any other qualified plan(s)
of an Employer or an Affiliated Employer in which there are participants who
are Key Employees or which enable(s) the Plan to meet the requirements of Code
Section 401(a)(4) or 410; and




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	 	(vii)	 	“Permissive Aggregation Group” means each plan in the Required
Aggregation Group and any other qualified plan(s) of an Employer or an
Affiliated Employer in which all participants are Non-Key Employees, if the
resulting aggregation group continues to meet the requirements of Code Sections
401(a)(4) and 410.






	 	(b)	 	For purposes of this Section, the Plan shall be “top-heavy” with respect to any
Plan Year if as of the Applicable Determination Date the Top-Heavy Ratio exceeds 60
percent. The Top-Heavy Ratio shall be determined as of the Applicable Valuation Date
in accordance with Code Sections 416(g)(3) and (4). The determination of whether the
Plan is top-heavy is subject to the following:






	 	(i)	 	The Accounts under the Plan shall be combined with the account
balances or the present value of accrued benefits under each other plan in the
Required Aggregation Group and, in the Employer’s discretion, may be combined
with the account balances or the present value of accrued benefits under any
other qualified plan in the Permissive Aggregation Group;






	 	(ii)	 	The Accounts for an Employee as of the Applicable 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 Section
416(g)(2) during the one-year period (five-year period in the case of a
distribution made for a reason other than severance from employment, death, or
disability) ending on the Applicable Determination Date;






	 	(iii)	 	Distributions under any plan that terminated within the
one-year period ending on the Applicable Determination Date shall be taken into
account if such plan contained Key Employees and, therefore, would have been
part of the Required Aggregation Group; and






	 	(iv)	 	If an individual has not performed services for the Employer or
an Affiliated Employer at any time during the one-year period ending on the
Applicable Determination Date, such individual’s accounts and the present value
of his or her accrued benefits shall not be taken into account.




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	 	(c)	 	For any Plan Year with respect to which the Plan is top-heavy, an additional
Employer contribution shall be allocated on behalf of each Participant (and each
Eligible Employee eligible to become a Participant) who is a Non-Key Employee, and who
has not incurred a severance from employment as of the last day of the Plan Year equal
to three percent of such individual’s Statutory Compensation less any Nonelective
Contribution made for the Plan Year. If the greatest percentage of Statutory
Compensation contributed on behalf of a Key Employee under Section 3.01 for the Plan
Year (disregarding any contributions made under Section 3.12 for the Plan Year),
however, would be less than three percent, that lesser percentage shall be substituted
for “three percent” in the preceding sentence. Notwithstanding the foregoing
provisions, no minimum contribution shall be made under this Plan with respect to a
Participant (or an Eligible Employee eligible to become a Participant) if the required
minimum benefit under Code Section 416(c)(1) is provided to him or her by any other
qualified pension plan of an Employer or an Affiliated Employer or the Plan meets the
safe harbor requirements of Code Sections 401(k)(12) and 401(m)(11) for a Plan Year.






	14.07	 	Prevention of Escheat
	 
	 	 	If the Committee or its delegate cannot ascertain the whereabouts of any person to whom a
payment is due under the Plan, the Committee or its delegate may, no earlier than three
years from the date such payment is due, mail a notice of such due and owing payment to the
last known address of such person, as shown on the records of the Committee or an Employer.
If such person has not made written claim therefor within three months of the date of the
mailing, the Committee or its delegate may, if it so elects and upon receiving advice from
counsel to the Plan, direct that such payment and all remaining payments otherwise due such
person be canceled on the records of the Plan and the amount thereof applied to reduce the
contributions of the Employer. Upon such cancellation, the Plan and the Trust Fund shall
have no further liability therefor except that, in the event such person or his or her
beneficiary later notifies the Committee or its delegate of his or her whereabouts and
requests the payment or payments due to him or her under the Plan, the amount so applied
shall be paid to him or her in accordance with the provisions of the Plan.




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	14.08	 	Written Elections
	 
	 	 	Any elections, notifications, or designations made by a Participant pursuant to the
provisions of the Plan shall be made in a time and manner and to the party determined by the
Committee or its delegate under rules uniformly applicable to all employees similarly
situated. The Committee or its delegate reserves the right to change from time to time the
time and manner for making notifications, elections, or designations by Participants under
the Plan if it determines after due deliberation that such action is justified in that it
improves the administration of the Plan. In the event of a conflict between the provisions
for making an election, notification, or designation set forth in the Plan and such new
administrative procedures, those new administrative procedures shall prevail.
	 
	14.09	 	Construction






	 	(a)	 	The Plan shall be construed, regulated, and administered under the laws of the
State of New Jersey, unless preempted by federal law.
	 
	 	(b)	 	The masculine pronoun shall mean the feminine wherever appropriate.






	 	(c)	 	The titles and headings of the Articles and Sections in this Plan are for
convenience only. In the case of ambiguity or inconsistency, the text rather than the
titles or headings shall control.






	14.10	 	Electronic Transmission of Notices to Participants
	 
	 	 	Notwithstanding any provision of the Plan to the contrary, any notice required to be
distributed to Participants, Beneficiaries, and Alternate Payees pursuant to the terms of
the Plan may, at the direction of the Committee, be transmitted electronically to the extent
permitted by, and in accordance with any procedures set forth in, applicable law and
regulations.






	14.11	 	Temporary Suspension of Certain Plan Activities in Connection with a Recordkeeper Change
	 
	 	 	Notwithstanding anything to the contrary herein, if the Committee changes the Plan’s
recordkeeper, the Committee may establish procedures for temporarily suspending certain Plan
activities to facilitate the recordkeeping change. The activities that may be suspended
include, but are not limited to, in-service withdrawals, loans, distributions, contribution
percentage




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	 	 	changes, and investment allocations. On and after January 26, 2003, any notice required by
ERISA Sections 101(i) and 502(c)(7) (as added by the Sarbanes-Oxley Act of 2002) shall be
provided on a timely basis and in accordance with such provisions.




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SCHERING-PLOUGH
EMPLOYEES’




SAVINGS
PLAN




APPENDIX A




SPECIAL PROVISIONS APPLICABLE TO




TRANSFERRED CANJI, INC. EMPLOYEES



Notwithstanding any other provision of the Plan to the contrary, the provisions of this Appendix A
shall take precedence and be applicable with respect to an individual who:





	(i)	 	as of January 1, 1997 had been employed by Canji, Inc. for a period of at least ninety days
and had attained age 18 (hereinafter referred to as a “Canji Employee”); and
	 
	(ii)	 	(a) previously was employed by Canji, Inc., (b) was a participant in the Canji, Inc. 401(k)
Profit Sharing Plan on December 31, 1996, and (c) elected to roll his or her account balance
in the Canji, Inc. 401(k) Profit Sharing Plan on December 31, 1996 (hereinafter referred to as
the “Canji Account Balance”) into the Plan (hereinafter referred to as a “Former Canji
Employee”).
	 
	1.	 	A Canji Employee shall become eligible to participate in the Plan effective January 1, 1997.
	 
	2.	 	A Former Canji Employee shall become a Participant of the Plan effective January 1, 1997.






A-1