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Exhibit 10.5    
    


 
 

THE HOME DEPOT FUTUREBUILDER
  A 401(k) AND STOCK OWNERSHIP PLAN    
    


 
 

Amendment and Restatement
  Effective July 1, 2004    
    







 
 

THE HOME DEPOT FUTUREBUILDER
  A 401(k) AND STOCK OWNERSHIP PLAN    
    


        On this 1st day of July, 2004, The Home Depot, Inc. (the "Controlling Company") hereby amends and restates The Home Depot FutureBuilder (the
"Plan"). 


 
 

STATEMENT OF PURPOSE    
    


        A.    The
Plan initially was adopted effective as of January 1, 1988 and was last restated generally effective as of January 1,
2001, and has been amended since that date. Generally effective July 1, 2004, the Plan, as set forth in this document, is intended and should be
construed as a restatement and continuation of the Plan as previously in effect. In addition to making certain other changes, this restatement of the Plan is intended to reflect the merger of The
Maintenance Warehouse FutureBuilder with and into the Plan effective July 1, 2004. 



        B.    The
primary purpose of the Plan is to recognize the contributions made to the Controlling Company and its participating affiliates by employees and to reward those
contributions by providing eligible employees with an opportunity to accumulate savings for their future security. 


        C.    The
Controlling Company intends that the Plan be qualified under Sections 401(a) and 401(k) of the Internal Revenue Code of 1986, as amended (the "Code"), and that the
Plan constitute an employee stock ownership plan as defined in Code Section 4975(e)(7). 







 
 

STATEMENT OF AGREEMENT    
    


        To amend and restate the Plan with the purposes and goals as hereinabove described, the Controlling Company hereby sets forth the terms and provisions as follows: 








  



 
 

Table of Contents    
    



	 
	 	 
	 	Page

	STATEMENT OF PURPOSE	 	1
	ARTICLE I    DEFINITIONS	 	1
	1.1	 	Account	 	1
	1.2	 	ACP or Actual Contribution Percentage	 	1
	1.3	 	ACP Tests	 	1
	1.4	 	Active Participant	 	1
	1.5	 	Administrative Committee	 	1
	1.6	 	ADP or Actual Deferral Percentage	 	1
	1.7	 	ADP Tests	 	2
	1.8	 	Affiliate	 	2
	1.9	 	Annual Addition	 	2
	1.10	 	Before-Tax Account	 	2
	1.11	 	Before-Tax Contributions	 	2
	1.12	 	Beneficiary	 	2
	1.13	 	Board	 	2
	1.14	 	Break in Service	 	2
	(a)	 	Leave of Absence	 	2
	(b)	 	Maternity or Paternity Leave	 	2
	(c)	 	Effect of Family and Medical Leave Act	 	3
	1.15	 	Business Day	 	3
	1.16	 	Code	 	3
	1.17	 	Company Stock	 	3
	1.18	 	Company Stock Fund	 	3
	1.19	 	Compensation	 	3
	(a)	 	Benefit Compensation	 	3
	(b)	 	Section 404 Compensation	 	4
	(c)	 	Top-Heavy Compensation	 	4
	(d)	 	Section 415 Compensation	 	4
	(e)	 	Key Employee and Highly Compensated Employee Compensation	 	4
	(f)	 	Testing Compensation	 	4
	1.20	 	Contributions	 	4
	1.21	 	Controlling Company	 	4
	1.22	 	Covered Employee	 	5
	1.23	 	Deferral Election	 	5
	1.24	 	Defined Benefit Minimum	 	5
	1.25	 	Defined Benefit Plan	 	5
	1.26	 	Defined Contribution Minimum	 	5
	1.27	 	Defined Contribution Plan	 	5
	1.28	 	Determination Date	 	5
	1.29	 	Disability or Disabled	 	5
	1.30	 	Effective Date	 	5
	1.31	 	Elective Deferrals	 	6
	1.32	 	Eligible Nonhighly Compensated Participant	 	6
	1.33	 	Eligible Participant	 	6
	1.34	 	Eligible Retirement Plan	 	6
	1.35	 	Eligible Rollover Distribution	 	6
	 	 	 	 	 





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	1.36	 	Employee	 	6
	1.37	 	Employment Date	 	6
	1.38	 	Entry Date	 	7
	1.39	 	ERISA	 	7
	1.40	 	ESOP Account	 	7
	1.41	 	ESOP Contributions	 	7
	1.42	 	Forfeiture	 	7
	1.43	 	Highly Compensated Employee	 	7
	(a)	 	General Rule	 	7
	(b)	 	Excluded Employees	 	7
	(c)	 	Former Employees	 	7
	(d)	 	Nonresident Aliens	 	8
	(e)	 	Compliance with Code Section 414(q)	 	8
	1.44	 	Hour of Service	 	8
	(a)	 	General Rule	 	8
	(b)	 	Equivalencies	 	9
	(c)	 	Changes by Administrative Committee	 	9
	(d)	 	Computation Period	 	9
	1.45	 	Investment Committee	 	9
	1.46	 	Investment Fund or Funds	 	9
	1.47	 	Key Employee	 	9
	1.48	 	Leave of Absence	 	9
	1.49	 	Limitation Year	 	9
	1.50	 	Loan	 	9
	1.51	 	Loan Suspense Account	 	9
	1.52	 	Matching Account	 	9
	1.53	 	Matching Contributions	 	9
	1.54	 	Maternity or Paternity Leave	 	9
	1.55	 	Maximum Deferral Amount	 	10
	1.56	 	Named Fiduciary	 	10
	1.57	 	Non-Key Employee	 	10
	1.58	 	Normal Retirement Age	 	10
	1.59	 	Participant	 	10
	1.60	 	Participating Company	 	10
	1.61	 	Permissive Aggregation Group	 	10
	1.62	 	Plan	 	10
	1.63	 	Plan Year	 	10
	1.64	 	Prior Plan	 	10
	1.65	 	Qualified Separation	 	10
	1.66	 	Qualified Spousal Waiver	 	10
	1.67	 	Required Aggregation Group	 	10
	1.68	 	Restoration Contributions	 	10
	1.69	 	Rollover Account	 	10
	1.70	 	Rollover Contribution	 	10
	1.71	 	Spouse or Surviving Spouse	 	11
	1.72	 	Supplemental Account	 	11
	1.73	 	Supplemental Contributions	 	11
	1.74	 	Top-Heavy Group	 	11
	1.75	 	Top-Heavy Plan	 	11
	1.76	 	Transfer Account	 	11
	 	 	 	 	 



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	1.77	 	Transfer Contributions	 	11
	1.78	 	Trust or Trust Agreement	 	11
	1.79	 	Trustee	 	11
	1.80	 	Trust Fund	 	11
	1.81	 	Valuation Date	 	12
	1.82	 	Year of Eligibility Service	 	12
	(a)	 	Computation Period	 	12
	(b)	 	Predecessor Employer	 	12
	(c)	 	Related Employer	 	12
	(d)	 	Reemployed Veterans	 	12
	1.83	 	Years of Vesting Service	 	12
	(a)	 	Pre-1988 Service	 	12
	(b)	 	Pre-Break Service	 	12
	(c)	 	Post-Break Service	 	12
	(d)	 	Predecessor Plan	 	13
	(e)	 	Predecessor Employer	 	13
	(f)	 	Related Employer	 	13
	(g)	 	Reemployed Veterans	 	13
	ARTICLE II    ELIGIBILITY	 	13
	2.1	 	Initial Eligibility Requirements	 	13
	(a)	 	Employee Contributions	 	13
	(b)	 	Employer Contributions	 	13
	(c)	 	New Participating Companies	 	14
	(d)	 	Special Rules	 	14
	2.2	 	Treatment of Interruptions of Service	 	14
	(a)	 	Leave of Absence or Layoff	 	14
	(b)	 	Termination Before Participation	 	14
	(c)	 	Termination After Participation	 	14
	2.3	 	Change in Status	 	14
	(a)	 	Exclusion Before Participation	 	14
	(b)	 	Exclusion After Participation	 	14
	(c)	 	Change to Covered Employee Status	 	14
	ARTICLE III    CONTRIBUTIONS	 	15
	3.1	 	Before-Tax Contributions	 	15
	(a)	 	Generally	 	15
	(b)	 	Deferral Elections	 	15
	 	 	(1)    Effective Date	 	15
	 	 	(2)    Term	 	15
	 	 	(3)    Revocation	 	15
	 	 	(4)    Modification by Participant	 	16
	 	 	(5)    Modification by Administrative Committee	 	16
	 	 	(6)    Highly Compensated Employees	 	16
	 	 	(7)    Acquisitions	 	16
	3.2	 	Matching Contributions	 	16
	(a)	 	General Rule	 	16
	(b)	 	Special Matching Provisions	 	17
	3.3	 	ESOP Contributions	 	17
	3.4	 	Supplemental Contributions	 	17
	3.5	 	Additional Contributions	 	17
	3.6	 	Form of Contributions	 	17
	 	 	 	 	 





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	3.7	 	Timing of Contributions	 	17
	(a)	 	Before-Tax Contributions	 	17
	(b)	 	Matching, ESOP and Supplemental Contributions	 	17
	3.8	 	Contingent Nature of Company Contributions	 	18
	3.9	 	Restoration Contributions	 	18
	(a)	 	Restoration of Forfeitures	 	18
	(b)	 	Restoration Contribution	 	18
	3.10	 	Reemployed Veterans	 	18
	3.11	 	Catch-Up Contributions	 	18
	ARTICLE IV    ROLLOVERS AND TRANSFERS BETWEEN PLANS	 	19
	4.1	 	Rollover Contributions	 	19
	(a)	 	Request by Active Participant	 	19
	(b)	 	Acceptance of Rollover	 	19
	4.2	 	Transfer Contributions	 	19
	(a)	 	Direct Transfers Permitted	 	19
	(b)	 	Mergers and Spin-offs Permitted	 	19
	(c)	 	Establishment of Transfer Accounts	 	19
	(d)	 	Transfer Accounts	 	19
	4.3	 	Spin-offs to Other Plans	 	20
	ARTICLE V    PARTICIPANTS' ACCOUNTS; CREDITING AND ALLOCATIONS	 	20
	5.1	 	Establishment of Participants' Accounts	 	20
	5.2	 	Allocation and Crediting of Before-Tax, Matching, Rollover and Transfer Contributions	 	20
	5.3	 	Allocation of ESOP Contributions and Company Stock Released from Loan Suspense Account	 	20
	(a)	 	Allocation of ESOP Contributions	 	20
	(b)	 	Allocation of Company Stock Released from Loan Suspense Account	 	20
	(c)	 	Allocation of Company Stock Released from Matching Contributions	 	21
	5.4	 	Allocation and Crediting of Supplemental Contributions	 	21
	(a)	 	General Provision	 	21
	(b)	 	Per Capita Supplemental Contributions	 	21
	(c)	 	Proportional Supplemental Contributions	 	21
	(d)	 	Section 415 Supplemental Contributions	 	21
	(e)	 	Supplemental Matching Contributions	 	21
	5.5	 	Crediting of Restoration Contributions	 	22
	5.6	 	Adjustments to Accounts	 	22
	5.7	 	Allocation of Cash Dividends on Company Stock	 	22
	(a)	 	Loan Repayment	 	22
	(b)	 	Allocation to Accounts	 	22
	(c)	 	Payment to Participants	 	23
	5.8	 	Allocation of Adjustments Upon Change in Capitalization	 	23
	5.9	 	Allocation of Forfeitures	 	23
	5.10	 	Notice to Participants of Account Balances	 	23
	5.11	 	Good Faith Valuation Binding	 	23
	5.12	 	Errors and Omissions in Accounts	 	23
	ARTICLE VI    CONTRIBUTION AND SECTION 415 LIMITATIONS AND

                            NONDISCRIMINATION REQUIREMENTS	 	24
	6.1	 	Deductibility Limitations	 	24
	6.2	 	Maximum Limitation on Elective Deferrals	 	24
	(a)	 	Maximum Elective Deferrals Under Participating Company Plans	 	24
	(b)	 	Return of Excess Before-Tax Contributions	 	24
	 	 	 	 	 



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	(c)	 	Return of Excess Elective Deferrals Provided by Other Participating Company Arrangements	 	24
	(d)	 	Discretionary Return of Elective Deferrals	 	24
	(e)	 	Return of Excess Annual Additions	 	25
	6.3	 	Nondiscrimination Requirements for Before-Tax Contributions	 	25
	(a)	 	ADP Test	 	25
	(b)	 	Multiple Plans	 	25
	(c)	 	Adjustments to Actual Deferral Percentages	 	25
	6.4	 	Nondiscrimination Requirements for Matching Contributions	 	26
	(a)	 	ACP Test	 	26
	(b)	 	Multiple Plans	 	27
	(c)	 	Adjustments to Actual Contribution Percentages	 	27
	6.5	 	Order of Application	 	27
	6.6	 	Code Section 415 Limitations on Maximum Contributions	 	28
	(a)	 	General Limit on Annual Additions	 	28
	(b)	 	Special Rule	 	28
	(c)	 	Correction of Excess Annual Additions	 	29
	(d)	 	Annual Addition	 	29
	(e)	 	Compliance with Code Section 415	 	30
	(f)	 	Combined Plan Limit	 	30
	6.7	 	Construction of Limitations and Requirements	 	30
	ARTICLE VII    INVESTMENTS	 	31
	7.1	 	Establishment of Trust Account	 	31
	7.2	 	Investment Funds	 	31
	(a)	 	Establishment of Investment Funds	 	31
	(b)	 	Reinvestment of Cash Earnings	 	31
	(c)	 	ESOP Requirement	 	31
	7.3	 	Participant Direction of Investments	 	31
	(a)	 	Investment of Contributions	 	31
	(b)	 	Investment of Existing Account Balances	 	32
	(c)	 	Conditions Applicable to Elections	 	32
	(d)	 	Restrictions on Investments	 	32
	7.4	 	Valuation	 	32
	7.5	 	Voting and Tender Offer Rights with Respect to Investment Funds	 	33
	7.6	 	Purchase of Life Insurance	 	33
	7.7	 	Fiduciary Responsibilities for Investment Directions	 	33
	7.8	 	Appointment of Investment Manager; Authorization to Invest in Collective Trust	 	33
	(a)	 	Investment Manager	 	33
	(b)	 	Collective Trust	 	33
	7.9	 	Borrowing to Acquire Company Stock	 	33
	(a)	 	Interest Rate	 	34
	(b)	 	Assets Not Dissipated	 	34
	(c)	 	Reasonable Terms	 	34
	(d)	 	Use of Loan Proceeds	 	34
	(e)	 	Collateral	 	34
	(f)	 	Payments	 	34
	(g)	 	Remedy Upon Default	 	34
	(h)	 	Release of Shares	 	34
	(i)	 	Loan Term	 	34
	(j)	 	Restrictions on Stock	 	34
	 	 	 	 	 





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	7.10	 	Release of Shares	 	35
	(a)	 	Loan Suspense Account	 	35
	(b)	 	Terms of Loan	 	35
	7.11	 	Diversification of ESOP Account by Participants	 	35
	(a)	 	General Rule	 	35
	(b)	 	Method of Diversification	 	35
	7.12	 	Value of Company Stock	 	35
	7.13	 	Voting and Tender Offer Rights With Respect to Company Stock	 	36
	(a)	 	Voting Rights	 	36
	(b)	 	Tender Offer Rights	 	36
	(c)	 	Confidentiality	 	36
	(d)	 	Dissemination of Pertinent Information	 	36
	ARTICLE VIII    VESTING IN ACCOUNTS	 	36
	8.1	 	Vesting	 	36
	(a)	 	General Vesting Rule	 	36
	 	 	(1)    Fully Vested Accounts	 	36
	 	 	(2)    Matching Account	 	37
	(b)	 	ESOP Account	 	37
	8.2	 	Vesting Upon Attainment of Normal Retirement Age, Death or Disability	 	37
	8.3	 	Timing of Forfeitures and Vesting after Restoration Contributions	 	37
	8.4	 	Vesting Following Partial Distributions	 	38
	8.5	 	Amendment to Vesting Schedule	 	38
	ARTICLE IX    PAYMENT OF BENEFITS FROM ACCOUNTS	 	38
	9.1	 	Benefits Payable for Reasons Other Than Death	 	38
	(a)	 	General Rule	 	38
	(b)	 	Timing of Distribution	 	39
	(c)	 	Restrictions on Distributions from Before-Tax and Supplemental Accounts	 	40
	(d)	 	Delay Upon Reemployment or Termination of Disability	 	40
	9.2	 	Death Benefits	 	40
	9.3	 	Forms of Distribution	 	41
	(a)	 	Method	 	41
	(b)	 	Direct Rollover Distributions	 	41
	(c)	 	Assets Distributed	 	41
	9.4	 	Qualified Domestic Relations Orders	 	41
	9.5	 	Beneficiary Designation	 	41
	(a)	 	General	 	41
	(b)	 	No Designation or Designee Dead or Missing	 	42
	9.6	 	Claims	 	42
	(a)	 	Rights	 	42
	(b)	 	Procedure	 	42
	(c)	 	Review Procedure	 	43
	(d)	 	Satisfaction of Claims	 	44
	9.7	 	Explanation of Rollover Distributions	 	44
	9.8	 	Unclaimed Benefits	 	44
	9.9	 	Recordkeeper Transition Rule	 	45
	ARTICLE X    WITHDRAWALS AND LOANS	 	45
	10.1	 	Hardship Withdrawals	 	45
	(a)	 	Parameters of Hardship Withdrawals	 	45
	(b)	 	Immediate and Heavy Financial Need	 	45
	(c)	 	Necessary to Satisfy a Financial Need	 	45
	 	 	 	 	 



vi







 

	(d)	 	Form of Distribution	 	46
	(e)	 	Source of Funds	 	46
	10.2	 	Age 65 Withdrawals	 	46
	(a)	 	Conditions	 	46
	(b)	 	Source of Funds	 	46
	(c)	 	Method	 	46
	10.3	 	Election to Withdraw	 	46
	10.4	 	Payment of Withdrawal	 	46
	10.5	 	Distributions and Withdrawals from Transfer Accounts	 	46
	10.6	 	Loans to Participants	 	47
	(a)	 	Grant of Authority	 	47
	(b)	 	Nondiscriminatory Policy	 	47
	(c)	 	Minimum Loan Amount	 	47
	(d)	 	Maximum Loan Amount	 	47
	(e)	 	Maximum Loan Term	 	47
	(f)	 	Terms of Repayment	 	48
	(g)	 	Adequacy of Security	 	48
	(h)	 	Rate of Interest	 	48
	(i)	 	Source of Loan Amounts	 	48
	(j)	 	Crediting Loan Payments to Accounts	 	49
	(k)	 	Remedies in the Event of Default	 	49
	(l)	 	Qualified Military Service	 	49
	10.7	 	Transition Rule	 	49
	ARTICLE XI    ADMINISTRATION	 	49
	11.1	 	Administrative Committee; Appointment and Term of Office	 	49
	(a)	 	Appointment	 	49
	(b)	 	Removal; Resignation	 	49
	11.2	 	Organization of Administrative Committee	 	49
	11.3	 	Powers and Responsibility	 	50
	(a)	 	Fiduciary Responsibilities	 	50
	(b)	 	Other Powers	 	50
	11.4	 	Records of Administrative Committee	 	51
	(a)	 	Notices and Directions	 	51
	(b)	 	Records	 	51
	11.5	 	Delegation	 	51
	11.6	 	Reporting and Disclosure	 	51
	11.7	 	Construction of the Plan	 	51
	11.8	 	Assistants and Advisors	 	52
	(a)	 	Engaging Advisors	 	52
	(b)	 	Reliance on Advisors	 	52
	11.9	 	Investment Committee	 	52
	(a)	 	Appointment	 	52
	(b)	 	Duties	 	52
	11.10	 	Direction of Trustee	 	52
	11.11	 	Bonding	 	52
	11.12	 	Indemnification	 	52
	ARTICLE XII    ALLOCATION OF AUTHORITY AND RESPONSIBILITIES	 	53
	12.1	 	Controlling Company	 	53
	(a)	 	General Responsibilities	 	53
	(b)	 	Authority of Participating Companies	 	53
	 	 	 	 	 





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	12.2	 	Administrative Committee	 	53
	12.3	 	Investment Committee	 	53
	12.4	 	Trustee	 	53
	12.5	 	Limitations on Obligations of Fiduciaries	 	53
	12.6	 	Delegation	 	53
	12.7	 	Multiple Fiduciary Roles	 	54
	ARTICLE XIII    AMENDMENT, TERMINATION AND ADOPTION	 	54
	13.1	 	Amendment	 	54
	13.2	 	Termination	 	54
	(a)	 	Right to Terminate	 	54
	(b)	 	Vesting Upon Complete Termination	 	54
	(c)	 	Dissolution of Trust	 	54
	(d)	 	Vesting Upon Partial Termination	 	55
	13.3	 	Adoption of the Plan by a Participating Company	 	55
	(a)	 	Procedures for Participation	 	55
	(b)	 	Single Plan	 	55
	(c)	 	Authority under Plan	 	55
	(d)	 	Contributions to Plan	 	55
	(e)	 	Withdrawal from Plan	 	55
	13.4	 	Merger, Consolidation and Transfer of Assets or Liabilities	 	56
	ARTICLE XIV    TOP-HEAVY PROVISIONS	 	56
	14.1	 	Top-Heavy Plan Years	 	56
	14.2	 	Determination of Top-Heavy Status	 	56
	(a)	 	Application	 	56
	(b)	 	Special Definitions	 	56
	 	 	(1)    Determination Date	 	56
	 	 	(2)    Key Employee	 	57
	 	 	(3)    Non-Key Employee	 	57
	 	 	(4)    Permissive Aggregation Group	 	57
	 	 	(5)    Required Aggregation Group	 	57
	 	 	(6)    Top-Heavy Group	 	57
	(c)	 	Special Rules	 	57
	14.3	 	Top-Heavy Minimum Contribution	 	58
	(a)	 	Multiple Defined Contribution Plans	 	58
	(b)	 	Defined Contribution and Benefit Plans	 	59
	(c)	 	Defined Contribution Minimum	 	59
	(d)	 	Defined Benefit Minimum	 	59
	14.4	 	Top-Heavy Minimum Vesting	 	60
	(a)	 	Schedule	 	60
	(b)	 	Post-Top Heavy Periods	 	60
	14.5	 	Construction of Limitations and Requirements	 	60
	ARTICLE XV    MISCELLANEOUS	 	60
	15.1	 	Nonalienation of Benefits and Spendthrift Clause	 	60
	(a)	 	General Nonalienation Requirements	 	60
	(b)	 	Exception for Qualified Domestic Relations Orders	 	60
	(c)	 	Exception for Loans from the Plan	 	61
	(d)	 	Exception for Crimes against the Plan	 	61
	15.2	 	Headings	 	61
	15.3	 	Construction, Controlling Law	 	61
	15.4	 	No Contract of Employment	 	61
	 	 	 	 	 



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	15.5	 	Legally Incompetent	 	62
	15.6	 	Heirs, Assigns and Personal Representatives	 	62
	15.7	 	Title to Assets, Benefits Supported Only By Trust Fund	 	62
	15.8	 	Legal Action	 	62
	15.9	 	No Discrimination	 	62
	15.10	 	Severability	 	62
	15.11	 	Exclusive Benefit; Refund of Contributions	 	63
	(a)	 	Permitted Refunds	 	63
	(b)	 	Payment of Refund	 	63
	(c)	 	Limitation on Refund	 	63
	15.12	 	Plan Expenses	 	63
	15.13	 	Special Effective Dates	 	63
	(a)	 	Intent of Plan	 	63
	(b)	 	Compliance	 	63
	SCHEDULE A    PARTICIPATING COMPANIES AND EFFECTIVE DATES	 	A-1
	SCHEDULE B    SERVICE WITH PREDECESSOR EMPLOYERS AND SPECIAL ELIGIBILITY AND VESTING RULES	 	B-1
	SCHEDULE C    SPECIAL MATCHING CONTRIBUTIONS	 	C-1
	SCHEDULE D    TRANSFER ACCOUNTS	 	D-1




ix








  



 
 

ARTICLE I
DEFINITIONS



        For
purposes of the Plan, the following terms, when used with an initial capital letter, shall have the meanings set forth below unless a different meaning plainly is required by the
context. 


        1.1   Account shall mean, with respect to a Participant or Beneficiary, the amount of money or other property in the Trust
Fund, as is evidenced by the last balance posted in accordance with the terms of the Plan to the account record established for such Participant or Beneficiary. The Administrative Committee, as
required by the terms of the Plan and otherwise as it deems necessary or desirable in its sole discretion, may establish and maintain separate subaccounts for each Participant and Beneficiary.
"Account" shall refer to the aggregate of all separate subaccounts or to individual, separate subaccounts, as may be appropriate in context. 


        1.2   ACP or Actual Contribution Percentage shall mean, with respect to a specified group of Participants for a Plan Year, the
average of the ratios (calculated separately for each Participant in such group and rounded to the nearest 1/100th of a percent) of (i) the total of the amount of Matching Contributions and, to
the extent designated by the Administrative Committee, the Before-Tax and/or Supplemental Contributions, as well as other before-tax and/or qualified nonelective contributions
(excluding Before-Tax Contributions and Supplemental Contributions counted for purposes of Section 6.3 and any Contributions returned to a Participant or otherwise removed from his
Account to correct excess Annual Additions) actually paid to the Trustee on behalf of each such Participant for a specified Plan Year, to (ii) such Participant's Compensation for such specified
Plan Year. If a Highly Compensated Employee participates in the Plan and one or more other plans of any Affiliates to which matching or after-tax contributions are made (other than a plan
for which aggregation with the Plan is not permitted), the matching and after-tax contributions made with respect to such Highly Compensated Employee shall be aggregated for purposes of
determining his ACP. The ACP shall be rounded to the nearest 1/100th of a percent and shall be calculated in a manner consistent with the terms of Code Section 401(m) and the regulations
promulgated thereunder. If a Participant is eligible to participate in the Plan for all or a portion of a Plan Year by reason of satisfying the eligibility requirements of Article II but makes
no Before-Tax Contributions which are taken into account (as described above) for purposes of calculating his ACP, and if he receives no allocations of Matching Contributions or qualified
nonelective contributions which are taken into account (as described above) for purposes of calculating his ACP, such Participant's ACP for such Plan Year shall be zero. 


        1.3   ACP Tests shall mean the nondiscrimination tests described in Section 6.4. 


        1.4   Active Participant shall mean, for any Plan Year (or any portion thereof), any Covered Employee who, pursuant to the
terms of Article II, has been admitted to, and not removed from, active participation in the Plan since the last date his employment commenced or recommenced. 


        1.5   Administrative Committee shall mean the committee which shall administer the Plan as provided in Article XI. The
Administrative Committee shall be the plan administrator, as that term is defined in Code Section 414(g). 


        1.6   ADP or Actual Deferral Percentage shall mean, with respect to a specified group of Participants for a Plan Year, the
average of the ratios (calculated separately for each Participant in such group and rounded to the nearest 1/100th of a percent) of (i) the total of the amount of Before-Tax
Contributions (excluding Before-Tax Contributions, if any, designated by the Administrative Committee to be taken into account under Section 6.4 to help satisfy the ACP Tests, or
removed from a Participant's Account to correct excess Annual Additions) and, to the extent designated under Section 6.3(c) by the Administrative Committee, the Supplemental Contributions
[excluding Supplemental Contributions counted for purposes of Section 6.4(c)] as well as other before-tax and/or qualified nonelective contributions actually
paid to the Trustee on behalf of each such Participant for a specified Plan Year, 


1







 



to
(ii) such Participant's Compensation for such specified Plan Year. If a Highly Compensated Employee participates in the Plan and one or more other plans of any Affiliates to which
before-tax contributions are made (other than a plan for which aggregation with the Plan is not permitted), the before-tax contributions made with respect to such Highly
Compensated Employee shall be aggregated for purposes of determining his ADP. The ADP shall be rounded to the nearest 1/100th of a percent and shall be calculated in a manner consistent with the terms
of Code Section 401(k) and the regulations promulgated thereunder. If a Participant is eligible to participate in the Plan for all or a portion of a Plan Year by reason of satisfying the
eligibility requirements of Article II but makes no Before-Tax Contributions and receives no allocation of Supplemental Contributions that are taken into account for purposes of the
ADP Tests, such Participant's ADP for such Plan Year shall be zero. 


        1.7   ADP Tests shall mean the nondiscrimination tests described in Section 6.3. 



        1.8   Affiliate shall mean, as of any date, (i) a Participating Company, and (ii) any company, person or
organization which, on such date, (A) is a member of the same controlled group of corporations [within the meaning of Code Section 414(b)] as is a Participating
Company; (B) is a trade or business (whether or not incorporated) which controls, is controlled by or is under common control [within the meaning of Code
Section 414(c)] with a Participating Company; (C) is a member of an affiliated service group [as defined in Code Section 414(m)] which includes
a Participating Company; or (D) is required to be aggregated with a Participating Company pursuant to regulations promulgated under Code Section 414(o). Solely for purposes of Sections
6.6 and 1.19(d), the term "Affiliate" as defined in this Section shall be deemed to include any entity that would be an Affiliate if the phrase "more than 50 percent" were substituted for the
phrase "at least 80 percent" in each place the latter phrase appears in Code Section 1563(a)(1). 


        1.9   Annual Addition shall mean the sum of the amounts described in Section 6.6(d). 


        1.10   Before-Tax Account shall mean the separate subaccount established and maintained on behalf of
a Participant or Beneficiary to reflect his interest in the Trust Fund attributable to his Before-Tax Contributions. 



        1.11   Before-Tax Contributions shall mean the amount paid by each Participating Company to the Trust
Fund at the election of Participants pursuant to the terms of Section 3.1(a). 


        1.12   Beneficiary shall mean the person(s) designated in accordance with Section 9.5 to receive any death
benefits that may be payable under the Plan upon the death of a Participant. 


        1.13   Board shall mean the board of directors of the Controlling Company. To the extent any committee of the
Board has the authority to act on behalf of the Board, an action taken by such committee shall be treated as an action by the Board. A reference to the board of directors of any other Participating
Company shall specify it as such. 


        1.14   Break in Service means any Plan Year during which an Employee fails to complete at least 1 Hour of
Service; provided, in determining whether a Break in Service has occurred, the terms of subsections (a), (b) and (c) hereof shall apply. 



        (a)     Leave of Absence.    A Break in Service shall not be deemed to have occurred during any period
for which he is granted a Leave of Absence. 


        (b)     Maternity or Paternity Leave.    For purposes of determining whether or not an Employee has
incurred a Break in Service, an Employee absent from work due to a Maternity or Paternity Leave shall be credited with at least 1 Hour of Service in the year in which the Maternity or Paternity Leave
begins, unless such Hour of Service is not required to prevent the Employee from incurring a Break in Service in such year, in which event such Hour of Service shall be credited to the Employee in the
immediately following year. No Hour of Service shall be credited due to Maternity or Paternity Leave as described in this Section unless the Employee furnishes proof 



2







 




satisfactory
to the Administrative Committee (A) that his absence from work was due to a Maternity or Paternity and (B) of the number of days he was absent due to the Maternity or
Paternity Leave. The Administrative Committee shall prescribe uniform and nondiscriminatory procedures by which to make the above determinations. 



        (c)     Effect of Family and Medical Leave Act.    For purposes of determining whether or not an Employee
has incurred a Break in Service, and solely for the purpose of avoiding a Break in Service, to the extent required under the Family and Medical Leave Act of 1993 and the regulations thereunder, an
Employee shall be deemed to be performing services for an Affiliate during any period the Employee is granted leave under such Act (i) for the birth of a child, (ii) the placement with
the Employee of a child for adoption or foster care, (iii) to care for the spouse or a child or parent of the Employee with a serious health condition, or (iv) for a serious health
condition that makes the Employee unable to perform the functions of the Employee's job. 




        1.15   Business Day shall mean any day other than a Saturday, Sunday or a day designated as a holiday by the
federal government. 


        1.16   Code shall mean the Internal Revenue Code of 1986, as amended, and any succeeding federal tax provisions. 


        1.17   Company Stock shall mean the $.05 par value per share common stock of the Controlling Company, which
common stock is (i) "publicly traded" as defined in Treas. Reg. Section 54.4975-7(b)(1)(iv), (ii) a registration-type class of securities under Code
Section 409(e) and (iii) a "qualifying employee security" as defined in Code Section 4975(e)(8). Shares of Company Stock issued to the Trust under the terms of the Plan shall not
be subject to any trading limitations as described in Treas. Reg. Section 54.4975-7(b)(10) when distributed from the Trust. In the event Company Stock ceases to be publicly traded,
Participants shall have the right to require that the Controlling Company repurchase any shares of Company Stock distributed from the Plan in accordance with Code Sections 409(h) and 4975(e)(7), and
the Plan shall be amended at such time to incorporate such requirements. 


        1.18   Company Stock Fund shall mean the Investment Fund invested primarily in shares of Company Stock. 



        1.19   Compensation shall have the meaning set forth in subsection (a), (b), (c), (d), (e) or
(f) hereof, whichever is applicable: 



        (a)   Benefit Compensation.    For purposes of determining the amount of Before-Tax Contributions
pursuant to Section 3.1, determining the amount of Matching Contributions pursuant to Section 3.2, allocating ESOP Contributions and Company Stock released from a Loan Suspense Account
pursuant to Section 5.3, allocating Supplemental Contributions pursuant to Section 5.4, and for all other purposes except those set forth in subsections (b), (c), (d), (e) and
(f) hereof, "Compensation" shall mean, for any Plan Year, the total of the amounts described in subsections (1) and (2) minus the amounts described in subsections (3), (4),
(5) and (6), as follows: 



        (1)   all
amounts that are wages within the meaning of Code Section 3401(a) and all other payments of compensation to an Employee by an Affiliate (in the course of the
Affiliate's trade or business) for which the Affiliate is required to furnish the Employee a written statement under Code Sections 6041(d), 6051(a)(3) and 6052 (i.e., all amounts reportable by
Affiliates on IRS Form W-2); provided, such amounts shall be determined without regard to any rules that limit the remuneration included in wages based on the nature or location of
employment or the services performed [such as the exception for agricultural labor in Code Section 3401(a)(2)]; plus




3







 


        (2)   any
elective deferral [as defined in Code Section 402(g)(3)], and any amount which is contributed or deferred by an Affiliate at the
election of the Employee and which is not includible in the gross income of the Employee by reason of Code Section 125, 457 or 132(f)(4), including any amounts not available to an Employee in
cash in lieu of group health coverage because the Employee is unable to certify that he has other health coverage; minus


        (3)   all
amounts included in subsection (1) that consist of any reimbursements or other expense allowances, fringe benefits (cash and noncash), moving expenses,
deferred compensation and welfare benefits (even if includible in gross income); minus


        (4)   any
amounts included in subsection (1) or (2) that consist of amounts paid or made available to a Participant during the Plan Year while he is not an
Active Participant; minus


        (5)   any
payments under a legal settlement or judgment involving the Controlling Company or an Affiliate, unless such settlement or judgment expressly provides that such
payments are to be taken into account for purposes of determining a Participant's benefits under the Plan; minus


        (6)   all
Compensation in excess of $200,000 [or such other limit as is applicable for the Plan Year under Code Section 401(a)(17)]. 




        (b)   Section 404 Compensation.    Solely for purposes of Section 6.1 (relating to maximum deductible
contribution limitations under Code Section 404), "Compensation" shall mean, with respect to a Participant for a specified period, the amounts from all Affiliates referred to in subsections
(a)(1) and (a)(2) hereof minus the amount described in subsection (a)(6) hereof. 


        (c)   Top-Heavy Compensation.    Solely for purposes of Section 14.3 (relating to minimum
Contributions under a Top-Heavy Plan), "Compensation" shall mean, with respect to a Participant for a specified period, the amounts referred to in subsections (a)(1) and (a)(2) hereof
minus the amount described in (a)(6) hereof. 


        (d)   Section 415 Compensation.    Solely for purposes of Section 6.7 (relating to maximum contribution
and benefit limitations under Code Section 415), "Compensation" shall mean, with respect to a Participant for a Limitation Year, the total of the amounts referred to in subsections (a)(1) and
(a)(2) hereof if "Limitation Year" were substituted for "Plan Year." 



        (e)   Key Employee and Highly Compensated Employee Compensation.    Solely for purposes of determining which
Employees are Key Employees under Section 14.2(b)(2) and which Employees are Highly Compensated Employees under Section 1.43 for any applicable Plan Year, "Compensation" shall mean, with
respect to an Employee for a specified Plan Year, the total of the amounts from all Affiliates referred to in subsections (a)(1) and (a)(2) hereof. 


        (f)    Testing Compensation.    For purposes of performing discrimination testing to ensure compliance with Code
Sections 401(a)(4), 401(k) and 401(m) and for purposes of allocating Supplemental Contributions under Section 5.4(d), "Compensation" generally shall mean the total of the amounts from all
Affiliates determined under subsection (a) without regard to subsection (a)(5); provided, on a plan year-by-plan year basis, the Administrative Committee may elect to
use any other definition that satisfies the nondiscrimination requirements of Code Section 414(s). 




        1.20   Contributions shall mean, individually or collectively, the Before-Tax, ESOP, Matching,
Supplemental, Rollover, Restoration and Transfer Contributions permitted under the Plan. 



        1.21   Controlling Company shall mean The Home Depot, Inc., a Delaware corporation, and its successors
which adopt the Plan. 


4







 

        1.22   Covered Employee shall mean an Employee of a Participating Company other than: 



        (a)   An
Employee who is a leased employee within the meaning of Code Section 414(n); 


        (b)   An
individual classified as an independent contractor or leased employee under a Participating Company's customary worker classification practices (whether or not such
individual is actually an Employee); 


        (c)   An
Employee who is a member of a collective bargaining unit, unless the terms of the collective bargaining agreement require that the Employee be eligible to participate
in the Plan; 


        (d)   An
Employee who is a nonresident alien who receives no earned income from an Affiliate which constitutes income from sources within the United States; or 


        (e)   An
Employee residing and performing services in Puerto Rico. 




        1.23   Deferral Election shall mean an election by an Active Participant directing the Participating Company of
which he is an Employee to withhold a percentage of his current Compensation from his paychecks and to contribute such withheld amount to the Plan as Before-Tax Contributions, pursuant to
the terms of Section 3.1. 


        1.24   Defined Benefit Minimum shall mean the minimum benefit level as described in Section 14.3(d). 


        1.25   Defined Benefit Plan shall mean any qualified retirement plan maintained by an Affiliate which is not a
Defined Contribution Plan. 


        1.26   Defined Contribution Minimum shall mean the minimum contribution level as described in
Section 14.3(c). 


        1.27   Defined Contribution Plan shall mean any qualified retirement plan maintained by an Affiliate which
provides for an individual account for each participant and for benefits based solely on the amount contributed to the participant's account and any income, expenses, gains, losses and forfeitures of
accounts of other participants, which may be allocated to such participant's account. 


        1.28   Determination Date shall mean the date described in Section 14.2(b)(1). 



        1.29   Disability or Disabled shall mean that a Participant is wholly prevented from engaging in his regular
duties for a Participating Company by reason of a medically determinable physical or mental impairment that can be expected to result in death or to be of long-continued and indefinite
duration. The determination of Disability shall be made by the Administrative Committee or an entity or person appointed by the Administrative Committee; provided, until the Administrative Committee
determines otherwise, such determination shall be made by an insurance carrier that offers long-term disability insurance to the public and that is selected by the Administrative
Committee. In determining whether a Participant has suffered a Disability, the Administrative Committee or its designee may require such medical proof as it deems necessary, including the certificate
of one or more licensed physicians selected by the Administrative Committee. The decision of the Administrative Committee as to Disability shall be final and binding. Notwithstanding anything herein
to the contrary, a Participant shall be deemed to be Disabled upon a determination by the Social Security Administration, effective as of a date while the Participant is an Employee, that the
Participant is eligible for Social Security disability benefits. A Participant shall be considered Disabled for purposes of the Plan only if the Participant is an Employee on the date on which the
Participant's Disability commences. 


        1.30   Effective Date shall mean July 1, 2004, the date that this restatement of the Plan generally shall
be effective; provided, any effective date specified herein for any provision, if different from the "Effective Date," shall control (see also Section 15.14). The effective date of
participation in the Plan 


5







 



for
each Participating Company shall be the date set forth with respect to the Participating Company in Schedule A hereto. 


        1.31   Elective Deferrals shall mean, with respect to a Participant for any calendar year, the total amount of
his Before-Tax Contributions plus such other amounts as shall be determined pursuant to the terms of Code Section 402(g)(3). 


        1.32   Eligible Nonhighly Compensated Participant shall mean, for a Plan Year, a Participant who (i) is
taken into account in performing the ADP or ACP Tests for the Plan Year, and (ii) is not a Highly Compensated Employee. 


        1.33   Eligible Participant shall mean, for a Plan Year, an Active Participant who (i) has become eligible
to receive allocations of ESOP Contributions pursuant to Section 2.1(b) and (ii) either (A) is in the employ of a Participating Company on the last day of such Plan Year, or
(B) terminated employment during the Plan year as a result of a Qualified Separation. 


        1.34   Eligible Retirement Plan shall mean either (i) an individual retirement account described in Code
Section 408(a), (ii) an individual retirement annuity described in Code Section 408(b) (other than an endowment contract), (iii) a qualified trust described in Code
Section 401(a) which is a defined contribution plan the terms of which permit the acceptance of rollover distributions, (iv) an annuity plan described in Code Section 403(a),
(v) an annuity contract described in Code Section 403(b), or (vi) an eligible plan under Code Section 457(b) which is maintained by a state, political subdivision of a
state or any agency or instrumentality of a state or political subdivision of a state. This definition shall also apply in the case of a distribution to a Surviving Spouse, or to a Spouse or former
Spouse who is the alternate payee under a qualified domestic relations order, as defined in Code Section 414(p). 


        1.35   Eligible Rollover Distribution shall mean any distribution to (i) a Participant, (ii) his
Surviving Spouse (after his death), or (iii) his Spouse or former Spouse who is his alternate payee under a qualified domestic relations order (see Sections 9.4 and 15.1), of all or any portion
of the balance to his credit in a qualified trust (including any distribution to a Participant of all or any portion of his Account); provided, an "Eligible Rollover Distribution" shall not include
(A) any distribution which is one of a series of substantially equal periodic payments made, not less frequently than annually, (x) for the life (or life expectancy) of the Participant
or the joint lives (or joint life expectancies) of the Participant and his Beneficiary, or (y) for a specified period of 10 years or more, (B) any distribution to the extent such
distribution is required under Code Section 401(a)(9), (C) the portion of any distribution that is not includible in gross income of the distributee, and (D) withdrawals on
account of hardship, and (E) distributions which total less than $200 in a Plan Year. 



        1.36   Employee shall mean any individual who is employed by an Affiliate (including officers, but excluding
independent contractors and directors who are not officers or otherwise employees) and shall include leased employees of an Affiliate within the meaning of Code Section 414(n). The term "leased
employee" shall include any person who is not a common-law employee of an Affiliate and who pursuant to an agreement between an Affiliate and any other person has performed services for an
Affiliate on a substantially full-time basis for a period of at least 1 year and such services are performed under the primary direction or control of the Affiliate. Notwithstanding
the foregoing, if leased employees constitute 20 percent or less of an Affiliate's non-highly compensated work force within the meaning of Code Section 414(n)(5)(C)(ii), the
term "Employee" shall not include those leased employees covered by a plan described in Code Section 414(n)(5)(B). 


        1.37   Employment Date shall mean, with respect to any Employee, the date on which he first completes an Hour of
Service. Unless otherwise determined by the Administrative Committee, if an Employee was employed by one or more companies or enterprises acquired by or merged into, or all or a portion of the assets
or business of which are acquired by, an Affiliate, such Employee's Employment 


6







 



Date
shall be the date on which he first completed an Hour of Service with such company, enterprise or business. 


        1.38   Entry Date shall mean (i) with respect to a Covered Employee's eligibility to make
Before-Tax and Rollover Contributions, each calendar day, and (ii) with respect to a Covered Employee's eligibility to receive allocations of Matching and ESOP Contributions, the
first day of each calendar quarter. Notwithstanding the foregoing, the first day of each calendar quarter shall be the Entry Date for all purposes under the Plan with respect to a Covered Employee who
is described as a temporary employee under a Participating Company's customary worker classification practices. In addition, the Administrative Committee may prescribe and set forth on a schedule
hereto or in its records special Entry Dates for individuals who are employed by a predecessor employer or a new Participating Company and who otherwise have satisfied the requirements for
eligibility. 


        1.39   ERISA shall mean the Employee Retirement Income Security Act of 1974, as amended. 



        1.40   ESOP Account shall mean the separate subaccount established and maintained on behalf of a Participant or
Beneficiary to reflect his interest in the Trust Fund attributable to ESOP Contributions. 


        1.41   ESOP Contributions shall mean the amounts contributed by each Participating Company for allocation to
Participants' ESOP Accounts as provided in Section 3.3. 


        1.42   Forfeiture shall mean, for any Plan Year, the dollar amount that is removed from the Account of a former
Employee during such Plan Year. 


        1.43   Highly Compensated Employee shall mean an Employee who is described either in subsection (a)(1) or (2), as
modified by subsections (b), (c), (d) or (e) hereof. 



        (a)   General Rule. 



        (1)   An
Employee who at any time during the current Plan Year or the immediately preceding Plan Year owned [or was considered as owning within the constructive
ownership rules of Code Section 318 as modified by Code Section 416(i)(1)(B)(iii)] more than 5 percent of the outstanding stock of a corporate Affiliate or stock
possessing more than 5 percent of the total combined voting power of all stock of a corporate Affiliate or more than 5 percent of the capital or profits interest in a noncorporate
Affiliate; or 


        (2)   An
Employee who at any time during the immediately preceding Plan Year: 



        (A)  received
Compensation in excess of $90,000 (as adjusted by the Internal Revenue Service under Code Section 414(q) [which references Code
Section 415(d)] and the regulations promulgated thereunder for cost of living increases); and 



        (B)  if
the Controlling Company so elects by an amendment, was within the group consisting of the most highly compensated 20 percent of all Employees (determined on
the basis of "Compensation" as defined in Section 1.19(e). 





        (b)   Excluded Employees.    For purposes of subsection (a)(2)(B) hereof, the following may be excluded when
determining the most highly compensated 20 percent of all Employees: 



        (1)   Employees
who have not completed 6 months of service; 


        (2)   Employees
who normally work fewer than 171/2 hours per week; 


        (3)   Employees
who normally work not more than 6 months during any Plan Year; and 


        (4)   Employees
who have not attained age 21. 




        (c)   Former Employees.    For purposes of this Section, a former Employee shall be treated as a Highly Compensated
Employee if (i) the former Employee was a Highly Compensated Employee 



7







 

at
the time the Employee severed from employment with all Affiliates, or (ii) the former Employee was a Highly Compensated Employee at any time after he attained age 55. 


        (d)   Nonresident Aliens.    For purposes of this Section, nonresident aliens who receive no earned income from an
Affiliate which constitutes income from sources within the United States [as described in Code Section 414(q)(8)] shall not be treated as Employees. 


        (e)   Compliance with Code Section 414(q).    Notwithstanding the foregoing, the determination of who is a
Highly Compensated Employee shall be made in accordance with Code Section 414(q) and the regulations promulgated thereunder. 




        1.44   Hour of Service shall mean the increments of time described in subsection (a) hereof, as modified
by subsections (b), (c) and (d) hereof: 



        (a)   General Rule. 



        (1)   Each
hour for which an Employee is paid, or entitled to payment, for the performance of duties for an Affiliate during the applicable computation period; 



        (2)   Each
hour for which an Employee is paid, or entitled to payment, by an Affiliate on account of a period of time during which no duties are performed (irrespective of
whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity (including Disability), layoff, jury duty, military duty or Leave of Absence; provided: 



        (A)  No
more than 501 Hours of Service shall be credited under this subsection (2) to an Employee for any single continuous period during which he performs no duties
as an Employee (whether or not such period occurs in a single computation period); 



        (B)  An
hour for which an Employee is directly or indirectly paid, or entitled to payment, on account of a period during which he performs no duties as an Employee shall not
be credited as an Hour of
Service if such payment is made or due under a plan maintained solely to comply with applicable workers' compensation, unemployment compensation or disability insurance laws; and 


        (C)  Hours
of Service shall not be credited to an Employee for a payment which solely reimburses such Employee for medical or medically related expenses incurred by him. 




For
purposes of this subsection (2), a payment shall be deemed to be made by or due from an Affiliate regardless of whether such payment is made by or due from an Affiliate directly, or indirectly
through, among others, a trust fund or insurer, to which the Affiliate contributes or pays premiums and regardless of whether contributions made or due to the trust fund, insurer or other entity are
for the benefit of particular Employees or are on behalf of a group of Employees in the aggregate; 


        (3)   Each
hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by an Affiliate; provided, the same Hours of Service shall not be
credited both under subsection (1) or subsection (2), as the case may be, and under this subsection (3); and, provided further, crediting of Hours of Service for back pay awarded or agreed to
with respect to periods described in subsection (2) shall be subject to the limitations set forth in that subsection; and 



        (4)   Each
hour for which an Employee is required to be granted leave under the Uniformed Services Employment and Reemployment Rights Act of 1994; provided, the same Hours of
Service shall not be credited under subsections (1), (2) or (3), as the case may be, and under this subsection (4). 




8







 






        (b)   Equivalencies.    Notwithstanding anything herein to the contrary, in accordance with applicable regulations
promulgated by the Department of Labor, any Employees designated by the Administrative Committee (including but not limited to Employees for whom accurate Hours of Service are not available) shall be
credited with 45 Hours of Service for each week for which such Employee would be required to be credited with at least 1 Hour of Service. 


        (c)   Changes by Administrative Committee.    The rate or manner used for crediting Hours of Service may be changed
at the direction of the Administrative Committee from time to time so as to facilitate administration and to equitably reflect the purposes of the Plan; provided, no change shall be effective as to
any Plan Year for which allocations have been made pursuant to Article V at the time such change is made. Hours of Service shall be credited and determined in compliance with Department of
Labor Regulation Section 2530.200b-2(b) and (c), 29 CFR Part 2530, as may be amended from time to time, or such other federal regulations as may from time to time be
applicable. 


        (d)   Computation Period.    For purposes of this Section, a "computation period" shall mean the 12-month
period that forms the basis for determining an Employee's Years of Eligibility Service or Years of Vesting Service, whichever is applicable. 




        1.45   Investment Committee shall mean the committee which shall make and effect investment decisions, as
provided in Article XI. 


        1.46   Investment Fund or Funds shall mean one or all of the investment funds established from time to time
pursuant to the terms of Section 7.2. 


        1.47   Key Employee shall mean the persons described in Section 14.2(b)(2). 


        1.48   Leave of Absence shall mean an excused leave of absence granted to an Employee by an Affiliate in
accordance with applicable federal or state law or the Affiliate's personnel policy. Among other things, Leave of Absence shall be granted to an Employee under such circumstances as the Administrative
Committee shall determine are fair, reasonable and equitable, as applied uniformly among Employees under similar circumstances. 


        1.49   Limitation Year shall mean the 12-month period ending on each December 31, which shall
be the "limitation year" for purposes of Code Section 415 and the regulations promulgated thereunder. 


        1.50   Loan shall mean a loan or other extension of credit made to the Plan, including a direct loan of cash, a
purchase-money transaction and an assumption of an obligation of the Plan, used by the Trustee to finance the purchase of Company Stock or to repay or refinance any such prior obligation. 


        1.51   Loan Suspense Account shall mean such an account established by the Administrative Committee to reflect
Company Stock acquired by the Plan with the proceeds of a Loan which has not yet been allocated to the Accounts of Participants pursuant to Section 5.3 of the Plan. 


        1.52   Matching Account shall mean the separate subaccount established and maintained on behalf of a Participant
or Beneficiary to reflect his interest in the Trust Fund attributable to a match on Participant's Before-Tax Contributions. 


        1.53   Matching Contributions shall mean the amounts paid under the stock ownership portion of the Plan by each
Participating Company to the Trust Fund as a match on Participant's Before-Tax Contributions. 


        1.54   Maternity or Paternity Leave shall mean any period during which an Employee is absent from work as an
Employee of an Affiliate (i) because of the pregnancy of such Employee, (ii) because of the birth of a child of such Employee, (iii) because of the placement of a child with such
Employee in connection with the adoption of such child by such Employee, or (iv) for purposes of such Employee caring for a child immediately after the birth or placement of such child. 


9







 



        1.55   Maximum Deferral Amount shall mean $13,000 [or such other limit as is applicable for a Plan
Year under Code Section 402(g)], as adjusted by the Secretary of the Treasury under Code Section 402(g)(5) for cost of living expenses. 


        1.56   Named Fiduciary shall mean the Administrative Committee and the Investment Committee, in each case, solely
with respect to the fiduciary responsibilities allocated to such Named Fiduciaries pursuant to the terms of the Plan. 


        1.57   Non-Key Employee shall mean the persons described in Section 14.2(b)(3). 


        1.58   Normal Retirement Age shall mean age 65. 


        1.59   Participant shall mean any person who has been admitted to, and has not been removed from, participation
in the Plan pursuant to the provisions of Article II. "Participant" shall include an Active Participant and a former Employee who has an Account under the Plan. 


        1.60   Participating Company shall mean a company that has adopted or hereafter may adopt the Plan for the
benefit of its Employees and that continues to participate in the Plan, all as provided in Section 13.3. 


        1.61   Permissive Aggregation Group shall mean the group of plans described in Section 14.2(b)(4). 


        1.62   Plan shall mean The Home Depot FutureBuilder as contained herein and all amendments hereto. The Plan is
intended to be qualified under Code Sections 401(a) and 401(k) and is intended to be an employee stock ownership plan within the meaning of Code Section 4975(e)(7). 



        1.63   Plan Year shall mean the 12-month period ending on each December 31. 


        1.64   Prior Plan shall mean a qualified retirement plan from which the Plan accepts Transfer Contributions. 


        1.65   Qualified Separation shall mean a termination of employment (i) on or after attaining Normal
Retirement Age, (ii) on account of Disability, or (iii) on account of death. 


        1.66   Qualified Spousal Waiver shall mean a written election executed by a Spouse, delivered to the
Administrative Committee and witnessed by a notary public or a Plan representative, which consents to the payment of all or a specified portion of a Participant's death benefit to a Beneficiary other
than such Spouse and which acknowledges that such Spouse has waived his right to be the Participant's Beneficiary under the Plan. A Qualified Spousal Waiver shall be valid only with respect to the
Spouse who signs it and shall apply only to the alternative Beneficiary designated therein, unless the written election expressly permits other designations without further consent of the Spouse. A
Qualified Spousal Waiver shall be irrevocable unless revoked by the Participant by way of (i) a written statement delivered to the Administrative Committee or (ii) a written revocation
of the non-Spouse Beneficiary designation to which such Spouse has consented; provided, any such revocation must be received by the Administrative Committee prior to the Participant's date
of death. 


        1.67   Required Aggregation Group shall mean the group of plans described in Section 14.2(b)(5). 


        1.68   Restoration Contributions means the amounts paid to the Trust Fund on behalf of a rehired individual
pursuant to Section 3.9. 


        1.69   Rollover Account shall mean the separate subaccount established and maintained on behalf of a Covered
Employee, Participant or Beneficiary to reflect his interest in the Trust Fund attributable to Rollover Contributions. 


        1.70   Rollover Contribution shall mean an amount contributed to the Trust Fund (and received and accepted by the
Trustee) which constitutes an "eligible rollover contribution" as defined in Code Section 402(f)(2)(A), other than an eligible rollover contribution of after-tax employee
contributions. 


10







 



An
amount shall be treated as a Rollover Contribution only to the extent that its acceptance by the Trustee is permitted under the Code (including the regulations and rulings promulgated thereunder). 


        1.71   Spouse or Surviving Spouse shall mean, with respect to a Participant, the person who is treated as married
to such Participant under the laws of the state in which the Participant resides, subject to the limitations of the Defense of Marriage Act. The determination of a Participant's Spouse or Surviving
Spouse shall be made as of the earlier of the date as of which benefit payments from the Plan to such Participant are made or commence (as applicable) or the date of such Participant's death. In
addition, a Participant's former Spouse shall be treated as his Spouse or Surviving Spouse to the extent provided under a qualified domestic relations order, as defined in Code Section 414(p). 


        1.72   Supplemental Account shall mean the separate subaccount established and maintained on behalf of a
Participant or Beneficiary to reflect his interest in the Trust Fund attributable to Supplemental Contributions. 



        1.73   Supplemental Contributions shall mean the qualified nonelective contributions paid to the Trust Fund by
each Participating Company pursuant to the terms of Section 3.4. 


        1.74   Top-Heavy Group shall mean the group of plans described in Section 14.2(b)(6). 


        1.75   Top-Heavy Plan shall mean a plan to which the conditions set forth in Article XIV
apply. 


        1.76   Transfer Account shall mean one or more separate subaccounts established and maintained on behalf of a
Participant or Beneficiary to reflect his interest in the Trust Fund attributable to Transfer Contributions; provided, to the extent that the Administrative Committee (in conjunction with the Plan's
recordkeeper) deems appropriate, other subaccounts may be used to reflect Participant's interests attributable to Transfer Contributions. "Transfer Account" shall refer to the aggregate of all
separate subaccounts established for Transfer Contributions or to individual, separate subaccounts appropriately described, as may be appropriate in context. Transfer Accounts shall be reflected and
described on a schedule hereto. 


        1.77   Transfer Contributions shall mean amounts which are received either (i) by a direct
trustee-to-trustee transfer or (ii) as part of a spin-off, merger or other similar event by the Trustee from the trustee or custodian of the Prior Plan and
held in the Trust Fund on behalf of a Participant or Beneficiary. Transfer Contributions shall retain the character that those contributions had under the Prior Plan; for example,
after-tax contributions under the Prior Plan shall continue to be treated as after-tax contributions when held in the Transfer Account. 


        1.78   Trust or Trust Agreement shall mean each agreement entered into between the Controlling Company and a
Trustee governing the creation of a Trust Fund, and all amendments thereto. If more than one Trust Fund is used to hold Plan assets, there shall be a separate and distinct Trust and Trust Agreement
for each such Trust Fund. To the extent indicated by the context, "Trust" or "Trust Agreement" may refer collectively to all Trusts and Trust Agreements creating Trust Funds. 


        1.79   Trustee shall mean the party or parties so designated from time to time pursuant to a Trust Agreement. If
more than one Trust Fund is used to hold Plan assets, there may be a separate and distinct Trustee for each such Trust Fund. To the extent indicated by the context, "Trustee" may refer to all of the
Trustees or Trustee groups for the Trust Funds. 


        1.80   Trust Fund shall mean the total amount of cash and other property held by a Trustee (or any nominee
thereof) at any time under a Trust Agreement. To the extent indicated by context, "Trust Fund" may refer to all of the Trust Funds under the Plan. 


11









  





        1.81   Valuation Date shall mean each day the New York Stock Exchange is open for trading. The value of an
Account or the Trust Fund on any other date shall be the value determined as of the immediately preceding date on which the New York Stock Exchange was open for trading. 



        1.82   Year of Eligibility Service shall mean a 12-consecutive-month period during which an Employee
completes no less than 1,000 Hours of Service, subject to subsections (a), (b), (c) and (d) below: 



        (a)   Computation Period.    For purposes of determining whether an Employee has completed a Year of Eligibility
Service, the computation period initially shall be the 12-consecutive-month period beginning on the Employee's Employment Date and thereafter shall be each Plan Year, beginning with the
Plan Year that includes the first anniversary of the Employee's Employment Date. 



        (b)   Predecessor Employer.    Unless otherwise determined by the Administrative Committee and not otherwise counted
hereunder, an Employee's periods of employment with one or more companies or enterprises (i) acquired in whole or in party by, (ii) merged into, or (iii) all or a portion of the
assets or business of which are acquired by, an Affiliate shall be taken into account in determining whether he has completed a Year of Eligibility Service, provided that such Employee was employed by
such company or enterprise on the effective date of the transaction and became an Employee of an Affiliate as a result of such transaction. 



        (c)   Related Employer.    To the extent determined by the Administrative Committee, set forth on a Schedule hereto
and not otherwise counted hereunder, an Employee's periods of employment with a company or enterprise that is at least 50% owned by an Affiliate shall be included in the determination of whether an
Employee has completed a Year of Eligibility Service. 


        (d)   Reemployed Veterans.    Notwithstanding any provision to the contrary, periods of qualified military service
shall be taken into account in determining whether an Employee has completed a Year of Eligibility Service in accordance with the requirements of Code Section 414(u). 




        1.83   Years of Vesting Service shall mean, with respect to an Employee, and subject to the terms of subsections
(a), (b), (c), (d), (e), (f) and (g) hereof, the number of Plan Years during which the Employee completes at least 1,000 Hours of Service: 



        (a)   Pre-1988 Service.    If an Employee's Employment Date was before January 1, 1988, the
original effective date of the Plan, and such Employee became a Participant in the Plan before April 1, 1996, he shall be credited with 1/2 Year of Vesting Service for each
calendar year prior to 1988 during which he performed at least 1 Hour of Service. The resulting total number of prior Years of Vesting Service shall be rounded to the nearest whole number. Vesting
Service shall not be credited under this subsection (a) after April 1, 1996. 


        (b)   Pre-Break Service.    If a Participant incurs a Break in Service, the Participant shall not be
credited with Years of Vesting Service completed prior to such Break in Service unless and until such Participant has completed a Year of Vesting Service following his reemployment. In addition, Years
of Vesting Service completed prior to a period in which the Participant incurred 5 or more consecutive Breaks in Service shall be disregarded under the Plan if the Participant had no vested interest
in his Account attributable to employer contributions at the time the first Break in Service commenced. 


        (c)   Post-Break Service.    Years of Vesting Service completed after a period in which the Participant
had at least 5 consecutive Breaks in Service shall be disregarded for the purpose of determining his vested interest in that portion of his Account which accrued before such Breaks in Service. 



12







 




        (d)   Predecessor Plan.    To the extent required by Code Section 414(a)(1) and not otherwise counted
hereunder, if an Affiliate maintains a plan that is or was the qualified retirement plan of a predecessor employer, an Employee's periods of employment with such predecessor employer shall be taken
into account in determining his Years of Vesting Service. 



        (e)   Predecessor Employer.    Unless otherwise determined by the Administrative Committee and not otherwise counted
hereunder, an Employee's periods of employment with one or more companies or enterprises acquired by or merged into, or all or a portion of the assets or business of which are acquired by, an
Affiliate shall be taken into account in determining his Years of Vesting Service, provided that such Employee was employed by such company or enterprise on the effective date of the transaction and
became an Employee of an Affiliate as a result of such transaction. 


        (f)    Related Employer.    To the extent determined by the Administrative Committee, set forth on a Schedule hereto
and not otherwise counted hereunder, an Employee's periods of employment with a company or enterprise that is at least 50% owned by an Affiliate shall be included in the determination of an Employee's
Years of Vesting Service. 


        (g)   Reemployed Veterans.    Notwithstanding any provision to the contrary, periods of qualified military service
shall be taken into account in determining an Employee's Years of Vesting Service in accordance with the requirements of Code Section 414(u). 



 
 

ARTICLE II
ELIGIBILITY


        2.1   Initial Eligibility Requirements. 



        (a)   Employee Contributions.    Except as provided in subsection (c) or (d) hereof, each Covered
Employee shall become an Active Participant eligible to make Before-Tax and Rollover Contributions on the Entry Date next following the 90-day anniversary of his Employment
Date, provided that he is a Covered Employee on such Entry Date. Notwithstanding the foregoing, a Covered Employee who is classified as a temporary employee under a Participating Company's customary
worker classification practices shall become eligible to make Before-Tax and Rollover Contributions on the Entry Date coincident with or next following the date on which he completes 1
Year of Eligibility Service, provided he is a Covered Employee on such Entry Date. If such a Covered Employee fails to complete a Year of Eligibility Service during the initial
12-consecutive-month period beginning on his Employment Date but subsequently completes 1,000 Hours of Service during a Plan Year beginning after the Employee's Employment Date, he shall
become an Active Participant as of the Entry Date coinciding with or immediately following the date on which he first completes such 1,000 Hours of Service. 



        (b)   Employer Contributions.    Except as provided in subsection (c) or (d) below, each Covered
Employee shall become eligible to receive allocations of Matching and ESOP Contributions on the Entry Date coincident with or next following the date on which he completes 1 Year of Eligibility
Service, provided that he is a Covered Employee on such Entry Date. If a Covered Employee fails to complete a Year of Eligibility Service during the initial 12-consecutive-month period
beginning on his Employment Date but subsequently completes 1,000 Hours of Service during a Plan Year beginning after the Employee's Employment Date, he shall become an Active Participant as of the
Entry Date coinciding with or immediately following the date on which he first completes such 1,000 Hours of Service. The eligibility of a Covered Employee to make Before-Tax and Rollover
Contributions and to receive allocations of Matching and ESOP Contributions shall be determined separately at all times, including upon an interruption in service subject to Section 2.2 and
upon a change in employment status subject to Section 2.3. 



13







 




        (c)   New Participating Companies.    For Employees of companies that become Participating Companies after the
Effective Date, each Covered Employee employed by a Participating Company on the date such Participating Company first becomes a Participating Company shall become an Active Participant as of such
Participating Company's effective date under the Plan, if, as of the Participating Company's effective date, the Covered Employee has met the eligibility requirements set forth in this
Section 2.1. 


        (d)   Special Rules.    The Administrative Committee may prescribe and set forth on one or more schedules hereto or
in its records special eligibility rules for (i) individuals who are employed by a predecessor employer acquired by or merged into, or all or a portion of the assets or business of which are
acquired by, an Affiliate or (ii) any other groups of Covered Employees, provided that such eligibility rules shall satisfy the requirements of Code Section 410(a). 




        2.2   Treatment of Interruptions of Service. 



        (a)   Leave of Absence or Layoff.    If a Covered Employee satisfies the eligibility requirements set forth in
Section 2.1 but is on a Leave of Absence (and not receiving pay from an Affiliate) or layoff on the Entry Date on which he otherwise would have become an Active Participant, he shall become an
Active Participant on the date he subsequently resumes the performance of duties as a Covered Employee in accordance with the terms of his Leave of Absence or layoff. 


        (b)   Termination Before Participation.    If a Covered Employee satisfies the eligibility requirements set forth in
Section 2.1, terminates employment with a Participating Company (and all other Participating Companies) before the Entry Date on which he otherwise would become an Active Participant, and then
is reemployed by a Participating Company, he shall become an Active Participant as of the later of (i) the Entry Date on which he otherwise would have become an Active Participant if he had not
terminated employment or (ii) the date of his reemployment. 



        (c)   Termination After Participation.    If an Active Participant terminates employment with a Participating Company
(and all other Participating Companies), his active participation in the Plan shall cease immediately, and he again shall become an Active Participant as of the day he again becomes a Covered
Employee. However, regardless of whether he again becomes an Active Participant, he shall continue to be a Participant until he no longer has an Account under the Plan. 




        2.3   Change in Status. 



        (a)   Exclusion Before Participation.    If a Covered Employee (i) satisfies the eligibility requirements set
forth in Section 2.1, (ii) changes his employment status (but remains employed) so that he ceases to be a Covered Employee before the Entry Date on which he otherwise would become an
Active Participant, and (iii) then again changes his employment status and becomes a Covered Employee, he shall become
an Active Participant as of the later of (A) the date that would have been his Entry Date, or (B) the date he again becomes a Covered Employee. 



        (b)   Exclusion After Participation.    If an Active Participant changes his status of employment (but remains
employed) so that he is no longer a Covered Employee, his active participation in the Plan shall cease immediately, and he shall again become an Active Participant in the Plan as of the day he again
becomes a Covered Employee. However, regardless of whether he again becomes an Active Participant, he shall continue to be a Participant until he no longer has an Account under the Plan. 


        (c)   Change to Covered Employee Status.    If an Employee who first satisfies the eligibility requirements of
Section 2.1 while he is not a Covered Employee subsequently changes his employment status so that he becomes a Covered Employee, he shall become an Active Participant 



14







 




as
of the later of (i) the date that would have been his Entry Date, or (ii) the date of his change in status. 



 
 

ARTICLE III
CONTRIBUTIONS


        3.1   Before-Tax Contributions. 



        (a)   Generally.    Each Participating Company shall contribute to the Plan, on behalf of each Active Participant
employed by such Participating Company and for each regular payroll period and for each other payment of Compensation for which such Active Participant has a Deferral Election in effect with such
Participating Company, a Before-Tax Contribution in an amount equal to the amount by which such Active Participant's Compensation has been reduced for such period pursuant to his Deferral
Election. The amount of the Before-Tax Contribution shall be determined in increments of 1 percent of such Active Participant's Compensation for each payroll period. An Active
Participant may elect to reduce his Compensation for any period by a minimum of 1 percent and a maximum of 50 percent (or such other minimum or maximum percentages and/or amounts
established by the Administrative Committee from time to time), subject to subsection (b)(6) hereof and the limitations in Article VI. 


        (b)   Deferral Elections.    Each Active Participant who desires that his Participating Company make a
Before-Tax Contribution on his behalf shall make a Deferral Election on a form provided by the Administrative Committee, through an interactive telephone or internet-based system, or in
such other manner as the Administrative Committee may prescribe. Such Deferral Election shall provide for the reduction of his Compensation from each payment of eligible Compensation made while he is
an Active Participant. The Administrative Committee, in its sole discretion, may prescribe such nondiscriminatory terms and conditions governing Deferral Elections as it deems appropriate. Subject to
any modifications, additions or exceptions which the Administrative Committee, in its sole discretion, deems necessary, appropriate or helpful, the following terms shall apply to Deferral Elections: 



        (1)   Effective Date.    An Active Participant's initial Deferral Election shall be effective for the first paycheck
payable on or after an Entry Date. If an Active Participant fails to submit a Deferral Election in a timely manner, he shall be deemed to have elected a deferral of zero percent. 


        (2)   Term.    Each Active Participant's Deferral Election shall remain in effect in accordance with its original
terms until the earlier of (A) the date the Active Participant ceases to be a Covered Employee of all Participating Companies, (B) the date the Active Participant revokes such Deferral
Election pursuant to the terms of subsection (b)(3) hereof, or (C) the date the Active Participant or the Administrative Committee modifies such Deferral Election pursuant to the terms of
subsections (b)(4) or (b)(5) hereof. If the final payment of Compensation to an Active Participant is not made through the Participating Company's regular payroll process, the Active Participant's
Deferral Election shall not apply to such payment. If a Participant is transferred from the employment of a Participating Company to the employment of another Participating Company, his Deferral
Election with the first Participating Company will remain in effect and will apply to his Compensation from the second Participating Company until the earlier of (A), (B) or (C) of the
preceding sentence. 


        (3)   Revocation.    An Active Participant's Deferral Election shall terminate upon his ceasing to be a Covered
Employee. In addition, an Active Participant may revoke his Deferral Election with a Participating Company in the manner prescribed by the Administrative Committee, and such revocation shall be
effective as soon as administratively practicable after 




15







 





being
submitted in accordance with procedures established for the Plan. An Active Participant who revokes a Deferral Election may enter into a new Deferral Election in the manner prescribed by the
Administrative Committee, effective as soon as administratively practicable after being submitted in accordance with procedures established under the Plan; provided, the Administrative Committee, in
its sole discretion, may specify a suspension period for all Participants who voluntarily revoke their Deferral Elections, such that any new Deferral Election shall not be effective until a later
date.


        (4)   Modification by Participant.    Effective as soon as administratively practicable after being submitted in
accordance with procedures established under the Plan, an Active Participant may modify his existing
Deferral Election to increase or decrease the percentage of his Before-Tax Contribution by making a new Deferral Election in the manner prescribed by the Administrative Committee. 


        (5)   Modification by Administrative Committee.    Notwithstanding anything herein to the contrary, the
Administrative Committee may modify any Deferral Election of any Active Participant at any time by decreasing the percentage of any Before-Tax Contributions to any extent the
Administrative Committee believes necessary to comply with the limitations described in Article VI. 


        (6)   Highly Compensated Employees.    Notwithstanding subsection (a) hereof, if the Active Participant is a
Highly Compensated Employee for a Plan Year, the Active Participant may elect to reduce his Compensation by a maximum of 5 percent (or such other maximum percentage and/or amount established by
the Administrative Committee); provided that if the Active Participant was not a Highly Compensated Employee for the immediately preceding Plan Year, the limitation under subsection (a) shall
apply until such time as the Administrative Committee has identified the Active Participant as a Highly Compensated Employee for the current Plan Year and subjected the Active Participant to the
limitation under this subsection (b)(6). Similar principles shall apply in the case of an Active Participant who ceases to be a Highly Compensated Employee. 


        (7)   Acquisitions.    Unless otherwise determined by the Administrative Committee, an Active Participant's deferral
election made under a Code Section 401(k) plan sponsored by a predecessor employer, all or a portion of the assets or stock of which is acquired by an Affiliate, shall be deemed to be a
Deferral Election under the Plan, provided that the Active Participant is afforded an effective opportunity to revoke or modify such election before it becomes effective. 





        3.2   Matching Contributions. 



        (a)   General Rule.    Except as provided in subsection (b) hereof, for each Active Participant who is
eligible to receive Matching Contributions pursuant to Section 2.1(b) and on whose behalf a Participating Company has made any Before-Tax Contributions, such Participating Company
shall make, with respect to such payroll period or other payment of Compensation, a Matching Contribution to the Plan equal to: 



        (1)   150 percent
of the amount of such Before-Tax Contributions to the extent such Before-Tax Contributions do not exceed 1 percent of a
Participant's Compensation for a payroll period (that is, such Matching Contributions shall not exceed 1.5 percent of the Active Participant's Compensation for such payroll period); and 



        (2)   50 percent
of the amount of such Before-Tax Contributions to the extent such Before-Tax Contributions exceed 1 percent but do not
exceed 5 percent of a Participant's Compensation for such payroll period; (that is, the aggregate Matching Contributions made 




16







 





under
subsection (a)(1) and this subsection (a)(2) shall not exceed 3.5 percent of the Active Participant's Compensation for such payroll period). 




Moreover,
the total amount of such Matching Contributions shall not exceed (or cause the Contributions to exceed) any of the maximum limitations described in Section 6.1, Section 6.4 or
Section 6.6. Notwithstanding the foregoing, if Matching Contributions are used to repay a Loan in accordance with Section 5.3(c), the amount of such Matching Contribution shall be the
amount necessary to cause the release from the Loan Suspension Account of the number of shares of Company Stock having a fair market value (determined as of the date such Matching Contribution is
made) equal to the amount of the Matching Contribution that would otherwise be made under this Section 3.2. 


        (b)   Special Matching Provisions.    The Controlling Company or Administrative Committee may provide for Matching
Contributions on behalf of certain groups of Active Participants that are different from or in addition to the Matching Contributions provided for in subsection (a) hereof. The provisions
relating to such contributions shall be set forth on a schedule to the Plan. 




        3.3   ESOP Contributions. 


        The
Participating Companies may, but shall not be required to, make an ESOP Contribution to the Plan with respect to each Plan Year. Subject to the limitations set forth in
Section 6.1 and Section 6.6, the amount of any such ESOP Contribution shall be determined by the Controlling Company in its sole discretion. Each Participating Company shall contribute
to the Plan for such Plan Year the same percentage of Compensation of its Eligible Participants for such Plan Year. 


        3.4   Supplemental Contributions. 


        To
the extent and in such amounts as the Administrative Committee, in its sole discretion, deems desirable to help satisfy the ADP and/or ACP Tests for any Plan Year and subject to the
requirements and limitations set forth in Article VI of the Plan, each Participating Company shall make a Supplemental Contribution for a Plan Year. 


        3.5   Additional Contributions. 


        The
Controlling Company or a Participating Company may make additional contributions to the Plan on behalf of any group of Active Participants. Such contributions may be made, for
example, to Active Participants who become employed by an Affiliate as a result of an acquisition of the stock or assets of a predecessor employer. The provisions relating to such contributions
(including allocations and vesting provisions) shall be set forth on a schedule to the Plan. 


        3.6   Form of Contributions. 


        All
Contributions shall be paid to the Trustee in the form of cash or shares of Company Stock, as determined by the Controlling Company. 


        3.7   Timing of Contributions. 



        (a)   Before-Tax Contributions.    Each Participating Company that withholds Before-Tax
Contributions from an Active Participant's paycheck pursuant to a Deferral Election shall make best efforts to pay such Before-Tax Contributions to the Trustee as of the earliest date on
which such Contributions can reasonably be segregated from the Participating Company's general assets (generally not to exceed 15 business days after the end of the month within which such amounts
otherwise would have been payable to such Active Participant in cash) or such earlier time as may be required by law. 


        (b)   Matching, ESOP and Supplemental Contributions.    Each Participating Company shall make best efforts to pay its
Matching, ESOP and Supplemental Contributions to the Trustee (i) on 



17







 




or
before the date for filing its federal income tax return (including extensions thereof) for the tax year to which such Matching, ESOP and Supplemental Contributions relate, or (ii) on or
before such other date as shall be within the time allowed to permit the Participating Company to properly deduct, for federal income tax purposes and for the tax year of the Participating Company in
which the obligation to make such Contributions was incurred, the full amount of such Matching, ESOP and Supplemental Contributions; provided, in the event the amount of Supplemental Contributions
cannot be calculated by the latest date described hereinabove, such Supplemental Contributions may be made at a later date (subject to the limitations under Code Section 415) which is on or
before the last day of the Plan Year following the Plan Year to which such Supplemental Contributions relate. 




        3.8   Contingent Nature of Company Contributions. 


        Notwithstanding
any other provision of this Article III and subject to the terms of Section 15.11, Contributions made to the Plan by a Participating Company are made
expressly contingent upon the deductibility thereof for federal income tax purposes for the taxable year of the Participating Company with respect to which such Contributions are made. 


        3.9   Restoration Contributions. 



        (a)   Restoration of Forfeitures.    If a Participant has forfeited his nonvested Accounts in accordance with
Section 8.3 and such Participant subsequently is rehired as an Employee prior to the occurrence of 5 consecutive Breaks in Service, his Accounts shall be credited with all of the benefits
(unadjusted for gains or losses) which were forfeited, as determined pursuant to the terms of Section 8.4. 


        (b)   Restoration Contribution.    The assets necessary to fund the Account of the rehired individual shall be
provided no later than as of the end of the Plan Year following the Plan Year in which the individual is rehired and shall be provided in the discretion of the Administrative Committee from
(i) income or gain to the Trust Fund, (ii) Forfeitures arising from the Accounts of Participants employed or formerly employed by the Participating Companies, or
(iii) Contributions by the Participating Companies. 




        3.10   Reemployed Veterans. 


        Notwithstanding
any provision in this Plan to the contrary, contributions and benefits with respect to qualified military service shall be provided in accordance with Code
Section 414(u). 


        3.11   Catch-Up Contributions. 


        Effective
September 17, 2004, all Active Participants who have attained age 50 before the last day of a Plan Year shall be eligible to make catch-up contributions in
accordance with, and subject to the limitations of Section 414(v). Such catch-up contributions shall not be taken into account for purposes of the provisions of the Plan
implementing the limitations of Code Sections 402(g) and 415. The Plan shall not be treated as failing to satisfy the provisions of the Plan implementing the limitations of Code Sections 401(k)(3),
401(k)(11), 401(k)(12), 410(b) or 416, as applicable, by reason of the making of such catch-up contributions. Subject to the foregoing limitations, such catch-up contribution
shall be treated as Before-Tax Contributions for all purposes under the Plan; provided that any contribution that is designated as a catch-up contribution at the time it is
made to the Plan shall not be taken into account in determining Matching Contributions under Section 3.2, regardless of whether all or part of such contribution is later recharacterized as not
constituting a catch-up contribution as determined under Section 414(v). Catch-up contributions shall be made in accordance with procedures established by the
Administrative Committee. 


18








  



 
 

ARTICLE IV
ROLLOVERS AND TRANSFERS BETWEEN PLANS


        4.1   Rollover Contributions. 



        (a)   Request by Active Participant.    An Active Participant may make a written request (in writing or in such other
format as permitted by the Administrative Committee) to the Administrative Committee that he be permitted to contribute, or cause to be contributed, to the Trust Fund a Rollover Contribution which is
received by such Active Participant or to which such Active Participant is entitled. Such written request shall contain information concerning the type of property constituting the Rollover
Contribution and a statement, satisfactory to the Administrative Committee, that the property constitutes a Rollover Contribution. 


        (b)   Acceptance of Rollover.    Subject to the terms of the Plan and the Code (including regulations and rulings
promulgated thereunder), the Administrative Committee, in its sole discretion, shall determine whether (and if so, under what conditions and in what form) a Rollover Contribution shall be accepted at
any time by the Trustee. For example, the Administrative Committee, in its sole discretion, may decide to allow Rollover Contributions from Participants and/or direct Rollover Contributions from
another qualified retirement plan [as described in Code Section 401(a)(31)] and may decide to pass through to the Active Participant making the Rollover Contribution any
recordkeeping fees directly attributable to his Rollover Contribution. In the event the Administrative Committee permits an Active Participant to make a Rollover Contribution, the amount of the
Rollover Contribution shall be transferred to the Trustee and allocated as soon as practicable thereafter to a Rollover Account for the Active Participant. Unless the Administrative Committee permits
otherwise, all Rollover Contributions shall be made in cash. 




        4.2   Transfer Contributions. 



        (a)   Direct Transfers Permitted.    The Administrative Committee, in its sole discretion, shall permit direct
trustee-to-trustee transfers of assets and liabilities to the Plan [which shall be distinguished from direct Rollover Contributions as described in Code
Section 401(a)(31)] as a Transfer Contribution on behalf of an Active Participant. 



        (b)   Mergers and Spin-offs Permitted.    The Administrative Committee, in its sole discretion, shall
permit other qualified retirement plans to transfer assets and liabilities to the Plan as part of a merger, spin-off or similar transaction. Any such transfer shall be made in accordance
with the terms of the Code and subject to such rules and requirements, as the Administrative Committee may deem appropriate. Without limitation, the Administrative Committee shall determine the
schedule under which such Transfer Contributions shall vest. Notwithstanding anything herein to the contrary, in no event shall a Transfer Contribution be accepted if the transferring plan is subject
to the requirements of providing any alternative form of benefit not permitted under the Plan unless approved by the Administrative Committee. 



        (c)   Establishment of Transfer Accounts.    As soon as practicable after the date the Trustee receives a Transfer
Contribution, there shall be credited to one or more Transfer Accounts of each Participant the total amount received from the respective accounts of such Participant in the transferring qualified
retirement plan. Any amounts so credited as a result of any such merger or spin-off or other transfer shall be subject to all of the terms and conditions of the Plan from and after the
date of such transfer. 



        (d)   Transfer Accounts.    The rules and terms applicable to Transfer Contributions and resulting Transfer Accounts
shall be reflected on a schedule hereto. 



19







 





        4.3   Spin-offs to Other Plans. 


        The
Administrative Committee, in its sole discretion, may cause the Plan to transfer to another qualified retirement plan (as part of a spin-off, change in control or similar
transaction) all or part of the assets and liabilities maintained under the Plan. Any such transfer shall be made in accordance with the terms of the Code and subject to such rules and requirements as
the Administrative Committee may deem appropriate. Upon the effectiveness of any such transfer, the Plan and Trust shall have no further responsibility or liability with respect to the transferred
assets and liabilities. 


 
 

ARTICLE V
PARTICIPANTS' ACCOUNTS; CREDITING AND ALLOCATIONS


        5.1   Establishment of Participants' Accounts. 


        To
the extent appropriate, the Administrative Committee shall establish and maintain, on behalf of each Participant and Beneficiary, an Account which shall be divided into segregated
subaccounts. The subaccounts shall include (to the extent applicable) Before-Tax, Matching, ESOP, Supplemental, Rollover and Transfer Accounts and such other subaccounts as the
Administrative Committee shall deem appropriate or helpful. Each Account shall be credited with Contributions allocated to such Account and generally shall be credited with income on investments
derived from the assets of such Accounts. Notwithstanding anything herein to the contrary, while Contributions may be allocated to a Participant's Account as of a particular date (as specified in the
Plan), such Contributions shall actually be added to a Participant's Account and shall be credited with investment experience only from the date such Contributions are received and credited to the
Participant's Account by the Trustee. Each Account of a Participant or Beneficiary shall be maintained until the value thereof has been distributed to or on behalf of such Participant or Beneficiary. 



        5.2   Allocation and Crediting of Before-Tax, Matching, Rollover and Transfer Contributions. 


        As
of each Valuation Date coinciding with or occurring as soon as practicable after the date on which Before-Tax, Matching, Rollover and Transfer Contributions are received
on behalf of an Active Participant, such Contributions shall be allocated and credited directly to the appropriate Before-Tax Account, Matching Account, Rollover Account and Transfer
Accounts, respectively, of such Active Participant. 


        5.3   Allocation of ESOP Contributions and Company Stock Released from Loan Suspense Account. 



        (a)   Allocation of ESOP Contributions.    As of the last day of each Plan Year for which the Participating Companies
make (or are deemed to have made) ESOP Contributions, each Eligible Participant shall have credited to his Account a portion of such ESOP Contributions. To the extent all or any portion of the ESOP
Contributions are not used to repay a Loan, the amount of such ESOP Contributions shall be allocated among Eligible Participants' Accounts in the same proportion that the Compensation of each Eligible
Participant for the Plan Year bears to the total Compensation of all Eligible Participants for the Plan Year. If a combination of cash and Company Stock is allocated, the allocation formula described
in this subsection shall be applied separately to the cash and Company Stock. 


        (b)   Allocation of Company Stock Released from Loan Suspense Account.    Except as otherwise provided in subsection
(c) and Section 5.7, shares of Company Stock released from the Loan Suspense Account pursuant to Section 7.10 as a result of ESOP Contributions or application of cash dividends on
Company Stock shall be allocated as of the last day of each Plan Year to the ESOP Accounts of Eligible Participants for such Plan Year in accordance with this subsection (b). Company Stock shall be
allocated among Eligible Participants' Accounts in the proportion that the Compensation of each such Eligible Participant bears to the total Compensation of all such 



20







 




Eligible
Participants for the Plan Year; provided, to the extent that shares of Company Stock are released as a result of the repayment of a Loan by the application of cash dividends paid on shares
allocated to Participants' and Beneficiaries' Accounts, such shares shall be allocated in the manner provided in Section 5.7(a). 



        (c)   Allocation of Company Stock Released from Matching Contributions.    Shares of Company Stock released from the
Loan Suspense Account as a result of the application of Matching Contributions to repay a Loan shall be allocated to the Accounts of Active Participants entitled to receive such Matching
Contributions. 




        5.4   Allocation and Crediting of Supplemental Contributions. 



        (a)   General Provision.    As of the last day of each Plan Year for which the Participating Companies make (or are
deemed to have made) Supplemental Contributions, each Eligible Nonhighly Compensated Participant who is eligible to receive an allocation of Supplemental Contributions for such Plan Year (pursuant to
the terms of subsection (b), (c), (d) or (e) hereof, whichever is applicable) shall have allocated and credited to his Supplemental Account a portion of the Supplemental Contributions
made for such Plan Year by the Participating Companies. The Administrative Committee shall cause a portion of such Supplemental Contributions to be allocated to the Supplemental Account of each such
Participant in accordance with the terms of subsection (b), (c), (d) or (e) hereof, whichever is applicable. 


        (b)   Per Capita Supplemental Contributions.    To the extent that the Administrative Committee designates all or any
portion of the Supplemental Contributions for a Plan Year as "Per Capita Supplemental Contributions," such Contributions shall be allocated to the Supplemental Accounts of all Eligible Nonhighly
Compensated Participants, on a per capita basis (that is, the same dollar amount shall be allocated to the Supplemental Account of each Eligible Nonhighly Compensated Participant). 



        (c)   Proportional Supplemental Contributions.    To the extent that the Administrative Committee designates all or
any portion of the Supplemental Contributions for a Plan Year as "Proportional Supplemental Contributions," such Contributions shall be allocated to the Supplemental Account of each Eligible Nonhighly
Compensated Participant, in the same proportion that (i) the Compensation of such Eligible
Nonhighly Compensated Participant for such Plan Year bears to (ii) the total Compensation of all such Eligible Nonhighly Compensated Participants for such Plan Year. 


        (d)   Section 415 Supplemental Contributions.    To the extent that the Administrative Committee designates
all or any portion of the Supplemental Contributions for a Plan Year as "Section 415 Supplemental Contributions," such Contributions shall be allocated to the Supplemental Account of some or
all Eligible Nonhighly Compensated Participants, (A) beginning with such Eligible Nonhighly Compensated Participant(s) who have the lowest Compensation [within the meaning of
"Testing Compensation" as described in Section 1.19(f)] until such Eligible Nonhighly Compensated Participant(s) reach their annual addition limits (as described in
Section 6.6) or the amount of the Supplemental Contributions is fully allocated, and then (B) continuing with successive individuals or groups of such Eligible Nonhighly Compensated
Participants in the same manner until the amount of the Section 415 Supplemental Contributions is fully allocated. 



        (e)   Supplemental Matching Contributions.    To the extent that the Administrative Committee designates all or any
portion of the Supplemental Contributions for a Plan Year as "Supplemental Matching Contributions," such contributions shall be allocated to the Supplemental Account of each Eligible Nonhighly
Compensated Participant, in the same proportion that (i) such Eligible Nonhighly Compensated Participant's Plan Year Before-Tax Contributions that do not exceed the maximum amount
of Before-Tax Contributions taken into account in determining Matching 



21







 




Contributions
for such Plan Year bears to (ii) the total of all such Eligible Nonhighly Compensated Participants' Plan Year Before-Tax Contributions (calculated by taking into
account for such Eligible Nonhighly Compensated Participant only the maximum amount of Before-Tax Contributions taken into account in determining Matching Contributions for such Plan
Year). 




        5.5   Crediting of Restoration Contributions. 


        As
of the Valuation Date coinciding with or immediately following the date on which the Plan restores the forfeitable portion of a Participant's Account pursuant to Section 3.9,
such amount shall be credited to the appropriate Matching and Transfer Accounts of the Participant, in the amounts forfeited from such Accounts upon of the earlier distribution to such Participant. 


        5.6   Adjustments to Accounts. 


        As
of each Valuation Date, the Trustee shall determine the fair market value of the Trust Fund which shall be the sum of the fair market values of the Investment Funds, as determined by
the institutions maintaining the Investment Funds. Each Participant's or Beneficiary's Account shall be allocated and credited with a portion of such earnings or debited with a portion of such losses
in each Investment Fund, in the proportion that the amount credited to such Account is invested in each Investment Fund. Each Account shall also be appropriately adjusted to reflect any contributions,
distributions, withdrawals or transfers between Investment Funds and other disbursements from such Account. The provisions of this Section 5.6 shall apply to all investment earnings or losses
other than dividends paid on Company Stock that are allocated pursuant to Section 5.7. 


        5.7   Allocation of Cash Dividends on Company Stock. 



        Dividends
paid on Company Stock held in the Trust shall be applied as designated by the Controlling Company in accordance with one or more of the following provisions: 



        (a)   Loan Repayment.    Any cash dividends paid with respect to shares of Company Stock allocated to Participants'
and Beneficiaries' ESOP and Matching Accounts or held in a Loan Suspense Account may be used by the Trustee to repay the outstanding balance of a Loan; provided, cash dividends paid on such shares of
Company Stock acquired after August 4, 1989 may be used only to make payment on a Loan the proceeds of which were used to acquire such shares of Company Stock. In addition, if cash dividends
paid on shares of Company Stock allocated to Participants' and Beneficiaries' ESOP and Matching Accounts are applied to repay a Loan, then, in accordance with Code Section 404(k), Company Stock
with a fair market value at least equal to the amount of such dividends must be allocated to such Participant's or Beneficiary's Account for the year for which such dividend would have been allocated.
If cash dividends paid with respect to shares allocated to a Participant's or Beneficiary's ESOP and Matching Account are used to repay a Loan, the shares released from the Loan Suspense Account shall
be allocated among such Participants' and Beneficiaries' Accounts in the same manner that such cash dividends would have been allocated under subsection (b) hereof. 



        (b)   Allocation to Accounts.    Dividends may be paid to the Plan and allocated to Participants' Accounts. Dividends
paid with respect to shares of Company Stock allocated to Participants' and Beneficiaries' Accounts shall be allocated to such Accounts in the same proportion that the shares of Company Stock
allocated to each such Account bears to the shares of Company Stock allocated to all such Accounts. Dividends paid with respect to shares of Company Stock held in a Loan Suspense Account and not used
to repay a Loan shall be allocated to the ESOP Account of each Participant or Beneficiary in the same proportions that the shares of Company Stock allocated to each such Account bears to the shares of
Company Stock allocated to all such Accounts. 



22







 




        (c)   Payment to Participants.    Dividends on Company Stock allocated to Participants' and Beneficiaries' ESOP and
Matching Accounts (and effective January 1, 2002, dividends on all Company Stock held in the Plan) on the record date of the dividend may be: 



        (1)   paid
to each Participant or Beneficiary in cash; 


        (2)   paid
to the Plan, with instructions that the dividends be distributed in cash to Participants and Beneficiaries not later than 90 days after the close of the Plan
Year in which paid; or 


        (3)   with
respect to dividends paid on or after January 1, 2002, at the election of the Participant or Beneficiary pursuant to procedures established by the
Administrative Committee, paid as provided in subsection (1) or (2) or paid to the Plan and reinvested in Company Stock. 





        5.8   Allocation of Adjustments Upon Change in Capitalization. 


        If
the outstanding shares of Company Stock held in the Plan increase or decrease by reason of a recapitalization, reclassification, stock split, combination of shares or dividend payable
in shares of Company Stock, such increase or decrease shall be allocated to each Account as of the date on which the event requiring such adjustments occurs, in the same manner as the share to which
it is attributable is then allocated. 


        5.9   Allocation of Forfeitures. 


        To
the extent Forfeitures for a Plan Year are not used to pay plan expenses as provided in Section 15.12, Restoration Contributions pursuant to Section 3.9 or to replace
abandoned Accounts as provided in Section 9.8, the Administrative Committee, in its sole discretion, may use such Forfeitures to pay the reasonable administrative expenses of the Plan or may
deem such Forfeitures to Matching, Supplemental or ESOP Contributions (that shall first be used to reduce the Participating Companies' obligation, if any, to make such Contributions pursuant to the
terms of the Plan and then shall be added to, and combined with, any such other Contributions made for such Plan Year by the Participating Companies). 



        5.10   Notice to Participants of Account Balances. 


        At
least once for each Plan Year, the Administrative Committee shall cause a written statement of a Participant's or Beneficiary's Account balance to be distributed to the Participant or
Beneficiary. 


        5.11   Good Faith Valuation Binding. 


        In
determining the value of the Trust Fund and the Accounts, the Trustee and the Administrative Committee shall exercise their best judgment, and all such determinations of value (in the
absence of bad faith) shall be binding upon all Participants and Beneficiaries. 


        5.12   Errors and Omissions in Accounts. 


        If
an error or omission is discovered in the Account of a Participant or Beneficiary, the Administrative Committee shall cause appropriate, equitable adjustments to be made to such
Account as of the Valuation Date coinciding with or immediately following the discovery of such error or omission. 


23







 


 
 

ARTICLE VI
CONTRIBUTION AND SECTION 415 LIMITATIONS
  AND NONDISCRIMINATION REQUIREMENTS



        6.1   Deductibility Limitations. 


        In
no event shall the total Contribution amount for any taxable year of a Participating Company exceed that amount which is properly deductible for federal income tax purposes under the
then appropriate provisions of the Code. For purposes of this Section, a Contribution may be deemed made by a Participating Company for a taxable year if it is paid to the Trustee on or before the
date of filing the Participating Company's federal income tax return (including extensions thereof) for that year or on or before such other date as shall be within the time allowed to permit proper
deduction by the Participating Company of the amount so contributed for federal income tax purposes for the year in which the obligation to make such Contribution was incurred. 


        6.2   Maximum Limitation on Elective Deferrals. 



        (a)   Maximum Elective Deferrals Under Participating Company Plans.    The aggregate amount of a Participant's
Elective Deferrals made for any calendar year under the Plan and any other plans, contracts or arrangements with the Participating Companies shall not exceed the Maximum Deferral Amount. 



        (b)   Return of Excess Before-Tax Contributions.    If the aggregate amount of a Participant's
Before-Tax Contributions made for any calendar year by itself exceeds the Maximum Deferral Amount, the Participant shall be deemed to have notified the Administrative Committee of such
excess, and the Administrative Committee shall cause the Trustee to distribute to such Participant, on or before April 15 of the next succeeding calendar year, the total of (i) the
amount by which such Before-Tax Contributions exceed the Maximum Deferral Amount, plus (ii) any earnings allocable thereto (including, in the Administrative Committee's discretion,
any gap income). In addition, Matching Contributions made on behalf of the Participant which are attributable to the distributed Before-Tax Contributions shall be forfeited. 


        (c)   Return of Excess Elective Deferrals Provided by Other Participating Company Arrangements.    If after the
reduction described in subsection (b) hereof, a Participant's aggregate Elective Deferrals under plans, contracts and arrangements with the Controlling Company and all Affiliates still exceed
the Maximum Deferral Amount, then, the Participant shall be deemed to have notified the Administrative Committee of such excess, and, unless the Administrative Committee directs otherwise, such excess
shall be reduced by distributing to the Participant Elective Deferrals that were made for the calendar year under such plans, contracts and/or arrangements with the Controlling Company and all
Affiliates other than the Plan. However, if the Administrative Committee decides to make any such distributions from Before-Tax Contributions made to the Plan, such distributions
(including forfeiture of Matching Contributions) shall be made in a manner similar to that described in subsection (b) hereof. 


        (d)   Discretionary Return of Elective Deferrals.    If after the reductions described in subsections (b) and
(c) hereof, (i) a Participant's aggregate Elective Deferrals made for any calendar year under the Plan and any other plans, contracts or arrangements with Participating Companies and any
other employers still exceed the Maximum Deferral Amount, and (ii) such Participant submits to the Administrative Committee, on or before the March 1 following the end of such calendar
year, a written request that the Administrative Committee distribute to such Participant all or a portion of his remaining Before-Tax Contributions made for such calendar year, and any
earnings attributable thereto (including in the Administrative Committee's discretion, any gap income), then the Administrative Committee may, but shall not be required to, cause the Trustee to
distribute such amount to such Participant on or before the April 15 following the end of the year in which 



24







 




the
Maximum Deferral Amount was exceeded. However, if the Administrative Committee decides to make any such distributions from Before-Tax Contributions made to the Plan, such distributions
(including forfeiture of Matching Contributions) shall be made in a manner similar to that described in subsection (b) hereof. 


        (e)   Return of Excess Annual Additions.    Any Before-Tax Contributions returned to a Participant to
correct excess Annual Additions shall be disregarded for purposes of determining whether the Maximum Deferral Amount has been exceeded. 




        6.3   Nondiscrimination Requirements for Before-Tax Contributions. 



        (a)   ADP Test.    The allocation of the aggregate of all (i) Before-Tax Contributions,
(ii) to the extent designated by the Administrative Committee pursuant to subsection (c) hereof, Supplemental Contributions, and (iii) to the extent taken into account under
subsection (b) hereof, before-tax and/or qualified nonelective contributions made under another plan, shall satisfy at least one of the following ADP Tests (which have been applied
consistently since the Plan's inception) for each Plan Year: 



        (1)   The
ADP of the Active Participants who are Highly Compensated Employees during the Plan Year shall not exceed the product of (A) the ADP for such Plan Year of the
Active Participants who are not Highly Compensated Employees during the Plan Year, multiplied by (B) 1.25; or 


        (2)   The
ADP of the Active Participants who are Highly Compensated Employees during the Plan Year shall not exceed the ADP for such Plan Year of the Active Participants who
are not Highly Compensated Employees during the Plan Year by more than 2 percentage points, nor shall it exceed the product of (A) the ADP for such Year of the Active Participants who
are not Highly Compensated Employees during the Plan Year, multiplied by (B) 2. 




        (b)   Multiple Plans.    If before-tax and/or qualified nonelective contributions are made to one or more
other plans [other than employee stock ownership plans as described in Code Section 4975(e)(7)] which, along with the Plan, are considered as a single plan for purposes
of Code Section 401(a)(4) or Section 410(b), such plans shall be treated as one plan for purposes of this Section, and the before-tax and applicable qualified nonelective
contributions made to those other plans shall be combined with the Before-Tax and applicable Supplemental Contributions for purposes of performing the tests described in subsection
(a) hereof. In addition, the Administrative Committee may elect to treat the Plan as a single plan along with the one or more other plans [other than employee stock ownership plans
as described in Code Section 4975(e)(7)] to which before-tax and/or qualified nonelective contributions are made for purposes of this Section; provided, the Plan and all
of such other plans also must be treated as a single plan for purposes of satisfying the requirements of Code Sections 401(a)(4) and 410(b) [other than the requirements of Code
Section 410(b)(2)(A)(ii)]. However, plans may be aggregated for purposes of this subsection only if they have the same plan year. Prior to January 1, 2002, because only
Matching and ESOP Accounts then comprise an employee stock ownership plan within the meaning of Code Section 4975(e)(7), Matching Contributions made under the Plan may not be taken into account
for purposes of the ADP Tests. 


        (c)   Adjustments to Actual Deferral Percentages.    In the event that the allocation of the Before-Tax
Contributions and Supplemental Contributions for a Plan Year does not satisfy one of the ADP Tests of subsection (a) hereof, the Administrative Committee shall cause the Before-Tax
and Supplemental Contributions for such Plan Year to be adjusted in accordance with one or a combination of the following options: 



        (1)   The
Administrative Committee may cause the Participating Companies to make, with respect to such Plan Year, Supplemental Contributions on behalf of, and allocable to,
the 




25







 


Participants
described in Section 5.4 with respect to such Plan Year, in the minimum amount necessary to satisfy one of the ADP Tests. Such Supplemental Contributions shall be allocated among
such Participants pursuant to one of the methods described in Section 5.4. 



        (2)   By
the last day of the Plan Year following the Plan Year in which the annual allocation failed both of the ADP Tests, the Administrative Committee may direct the Trustee
to reduce the Before-Tax Contributions taken into account with respect to Highly Compensated Employees under such failed ADP Tests by the dollar amount necessary to satisfy one of the ADP
Tests. The total dollar amount by which Before-Tax Contributions shall be reduced shall be determined by hypothetically reducing contributions made on behalf of Highly Compensated
Employees in order of individual Actual Deferral Percentages, beginning with the highest Actual Deferral Percentage. Notwithstanding the method of determining the total dollar amount of such
reductions, actual reductions in Before-Tax Contributions shall be made in accordance with, and solely from the Accounts of those Highly Compensated Employees who are affected by, the
following procedure: 



        (A)  First,
the Before-Tax Contributions of the Highly Compensated Employee(s) with the highest dollar amount of Before-Tax Contributions for such
Plan Year shall be reduced by the lesser of (i) the entire amount of required reductions determined as described above, or (ii) that part of such amount as shall cause the amount of
Before-Tax Contributions of each such Highly Compensated Employee to equal the amount of Before-Tax Contributions of each of the Highly Compensated Employees with the next
highest dollar amount of Before-Tax Contributions for such Plan Year. In addition, to the extent that a Highly Compensated Employee's Before-Tax Contributions are reduced
pursuant to this Section, any Matching Contributions made on behalf of a Highly Compensated Employee which are attributable to the distributed Before-Tax Contributions shall be forfeited. 


        (B)  Substantially
identical steps shall be followed for making further reductions in the Before-Tax Contributions of each of the Highly Compensated Employees
with the next highest dollar amount of Before-Tax Contributions for such Plan Year until the entire required reduction has been made. 


        (C)  Any
amount by which Before-Tax Contributions are so reduced, plus any earnings attributable thereto (including in the Administrative Committee's discretion
any gap income or loss), shall be distributed to the Highly Compensated Employees from whose Before-Tax Accounts such reductions shall have been made, except to the extent that
Section 414(v) permits such Before-Tax Contributions to be characterized as catch-up contributions and remain in the Plan. 






        6.4   Nondiscrimination Requirements for Matching Contributions. 



        (a)   ACP Test.    The allocation of the aggregate of all (i) after-tax, (ii) Matching
Contributions, (iii) to the extent designated by the Administrative Committee pursuant to subsection (c) hereof, Supplemental Contributions, and (iv) to the extent designated by
the Administrative Committee pursuant to subsection (b) hereof, other before-tax and/or qualified nonelective contributions made under another plan shall satisfy at least one of the
following ACP Tests (which have been applied consistently since the Plan's inception) for such Plan Year: 



        (1)   The
ACP of the Active Participants who are Highly Compensated Employees during the Plan Year shall not exceed the product of (A) the ACP for such Plan Year of the
Active Participants who are not Highly Compensated Employees during the Plan Year, multiplied by (B) 1.25; or 




26







 


        (2)   The
ACP of the Active Participants who are Highly Compensated Employees during the Plan Year shall not exceed the ACP for such Plan Year of the Active Participants who
are not Highly Compensated Employees during the Plan Year by more than 2 percentage points, nor shall it exceed the product of (A) the ACP for such Plan Year of the Active Participants
who are not Highly Compensated Employees during the Plan Year, multiplied by (B) 2. 




        (b)   Multiple Plans.    If matching, after-tax, before-tax and/or qualified nonelective
contributions are made to one or more other plans [other than employee stock ownership plans as described in Code Section 4975(e)(7)] which, along with the Plan, are
considered as a single plan for purposes of Code Section 401(a)(4) or Section 410(b), such plans shall be treated as one plan for purposes of this Section, and the matching,
after-tax, applicable before-tax and qualified nonelective contributions made to those other plans shall be combined with the Matching, applicable Before-Tax and
Supplemental Contributions for purposes of performing the tests described in subsection (a) hereof. In addition, the Administrative Committee may elect to treat the Plan as a single plan along
with one or more other plans [other than employee stock ownership plans as described in Code Section 4975(e)(7)] to which matching, after-tax, applicable
before-tax and/or qualified nonelective contributions are made for purposes of this
Section; provided, the Plan and all of such other plans also must be treated as a single plan for purposes of satisfying the requirements of Code Sections 401(a)(4) and 410(b) [other than
the requirements of Code Section 410(b)(2)(A)(ii)]. However, plans may be aggregated for purposes of this subsection only if they have the same plan year. 



        (c)   Adjustments to Actual Contribution Percentages.    In the event that the allocation of the
Before-Tax, Matching and Supplemental Contributions and other after-tax, before-tax and qualified nonelective contributions for a Plan Year does not satisfy one of
the ACP Tests of subsection (a) hereof, the Administrative Committee shall cause such Matching Contributions for the Plan Year to be adjusted in accordance with one or a combination of the
following options: 



        (1)   The
Administrative Committee may cause the Participating Companies to make, with respect to such Plan Year, Supplemental Contributions on behalf of, and specifically
allocable to, the Participants described in Section 5.4 with respect to such Plan Year, in the minimum amount necessary to satisfy one of the ACP Tests; such Supplemental Contributions shall be
allocated among the Participants pursuant to the methods described in Section 5.4. Alternatively or in addition, the Administrative Committee may add a portion of the Before-Tax
Contributions that are made for the Plan Year by the Participants who are not Highly Compensated Employees and that are not needed for the Plan to satisfy the ADP Tests for the Plan Year to the
Matching Contributions for such Participants to increase the ACP for such Participants. 


        (2)   By
the last day of the Plan Year following the Plan Year in which the annual allocation failed both of the ACP Tests, the Administrative Committee may direct the Trustee
to reduce after-tax and/or the Matching Contributions taken into account with respect to Highly Compensated Employees under such failed ACP Tests by the dollar amount necessary to satisfy
one of the ACP Tests. The amount by which Matching Contributions shall be reduced shall be determined by hypothetically reducing contributions made on behalf of Highly Compensated Employees in order
of individual Actual Contribution Percentages, beginning with the highest Actual Contribution Percentage. Notwithstanding the method of determining the total dollar amount of such reductions, actual
reductions in Contributions shall be made in accordance with, and solely from the Accounts of those Highly Compensated Employees who are affected by, the following procedure: 



        (A)  First,
the after-tax and Matching Contributions of the Highly Compensated Employee(s) with the highest dollar amount of after-tax and Matching
Contributions for 





27







 



such
Plan Year shall be reduced by the lesser of (i) the entire amount of required reductions determined as described above, or (ii) that part of such amount as shall cause the dollar
amount of after-tax and Matching Contributions of each such Highly Compensated Employee to equal the amount of after-tax and Matching Contributions of each of the Highly
Compensated Employees with the next highest dollar amount of after-tax and Matching Contributions for such Plan Year. If the total amount of the required reduction in a Highly Compensated
Employee's after-tax and Matching Contributions is less than the total amount of such Contributions, the required reductions first shall be charged against such Highly Compensated
Employee's after-tax Contributions until they are exhausted and then against his remaining Contributions. 


        (B)  Substantially
identical steps shall be followed for making further reductions in the after-tax and Matching Contributions of each of the Highly Compensated
Employees with the next highest dollar amount of after-tax and Matching Contributions for such Plan Year until the entire required reduction has been made. 



        (C)  Any
amount by which after-tax Contributions are reduced, plus any earnings attributable thereto (including in the Administrative Committee's discretion any
gap income or loss), shall be distributable to the Highly Compensated Employees from whose Accounts such reductions have been made. If these distributions are less than the required reductions, the
amount by which Matching Contributions are to be reduced, plus any earnings attributable thereto, shall be forfeited; provided, if the Matching Contributions to be reduced are vested and therefore may
not be forfeited, those Matching Contributions, plus any earnings attributable thereto (including in the Administrative Committee's discretion any gap income or loss) shall be distributed to the
Highly Compensated Employees from whose Matching Accounts such reductions have been made. 






        6.5   Order of Application. 


        For
any Plan Year in which adjustments shall be necessary or otherwise made pursuant to the terms of Sections 6.3, 6.4 and/or 6.5, such adjustments shall be applied in the order
prescribed by the Secretary of Treasury in Treasury Regulations or other published authority. 


        6.6   Code Section 415 Limitations on Maximum Contributions. 



        (a)   General Limit on Annual Additions.    In no event shall the Annual Addition to a Participant's Account for any
Limitation Year, under the Plan and any other Defined Contribution Plan maintained by an Affiliate, exceed the lesser of: 



        (1)   $40,000
(as adjusted by the Secretary of the Treasury under Code Section 415(d) to reflect cost-of-living increases); or 


        (2)   100 percent
of such Participant's Compensation. 




        (b)   Special Rule.    If no more than one-third of the Contributions deductible under Code
Section 404(a)(9) for any Limitation Year are allocated to Highly Compensated Employees, then Forfeitures of Company Stock acquired with the proceeds of a Loan and Contributions applied to pay
interest on a Loan for such Limitation Year shall not be taken into account in determining the amount of Annual Additions for such Limitation Year. 



28









  




        (c)   Correction of Excess Annual Additions.    If, as a result of either the allocation of Forfeitures to an
Account, a reasonable error in estimating a Participant's Compensation or Elective Deferrals, or such other circumstances as permitted by the Internal Revenue Service, the Annual Addition made on
behalf of a Participant exceeds the limitations set forth in this Section, the Administrative Committee shall direct the Trustee to take such of the following actions as it shall deem appropriate,
specifying in each case the amount of Contributions involved: 



        (1)   A
Participant's Annual Addition first shall be reduced by reducing his Before-Tax Contributions in the amount of the excess, up to the total amount of
Before-Tax Contributions made on behalf of such Participant on which the Participating Company has made no Matching Contribution, and the amount of the reduction (plus any earnings
thereon) shall be returned to the Participant. 


        (2)   If
further reductions are necessary, a Participant's Annual Addition shall be reduced by reducing his Before-Tax Contributions (not previously reduced) in
the amount of the remaining excess, up to the total amount of Before-Tax Contributions made on behalf of such Participant. The amount of the reduction (plus investment earnings thereon)
shall be returned to such Participant and the Matching Contributions (and investment earnings thereon) attributable to the returned Before-Tax Contributions shall be forfeited, placed in a
suspense account and reallocated in a manner similar to that described in subsection (c)(3) hereof. 



        (3)   If
further reductions are necessary, a Participant's Annual Addition shall be reduced by reducing his ESOP and Supplemental Contributions (whether funded by
Contributions or Forfeitures) allocated to the Participant's Account in the amount of the remaining excess, up to the total amount of ESOP and Supplemental Contributions allocated to such
Participant's Account. The amount of the reduction shall be reallocated to the ESOP and Supplemental Accounts of Active Participants who otherwise are eligible for allocations of Contributions and who
are not affected by such limitations, in the same proportion as ESOP and Supplemental Contributions otherwise are allocated to such Accounts, disregarding the Compensation of those Active Participants
whose Annual Addition equals or exceeds the limitations hereunder. 


        (4)   If
the reallocation to the Accounts of other Participants in the then current Limitation Year (as described in subsection (c)(2) hereof) is impossible without causing
them or any of them to exceed the Annual Addition limitations described in this Section, the amount that cannot be reallocated without exceeding such limitations shall continue to be held in a
suspense account and shall be applied to reduce permissible Contributions in each successive year until such amount is fully allocated; provided, so long as any suspense account is maintained pursuant
to this Section: (A) no Contributions shall be made to the Plan which would be precluded by this Section; (B) investment gains and losses of the Trust
Fund shall not be allocated to such suspense account; and (C) amounts in the suspense account shall be allocated in the same manner as Contributions as of the earliest Valuation Date possible,
until such suspense account is exhausted. 




        (d)   Annual Addition.    For purposes of this Section, the term "Annual Addition" for any Participant means the sum
for any Limitation Year of: 



        (1)   contributions
made by an Affiliate on behalf of the Participant under all Defined Contribution Plans; 



        (2)   contributions
made by the Participant under all Defined Contribution Plans of an Affiliate [excluding rollover contributions as defined in Code Sections
402(c)(4), 403(a)(4), 403(b)(8) and 408(d)(3) and contributions of previously distributed benefits which result in such a Plan's restoration of previously forfeited benefits pursuant to Treasury
Regulation Section 1.411(a)-7(d)]; 




29







 





        (3)   forfeitures
allocated to the Participant under all Defined Contribution Plans of an Affiliate; 



        (4)   amounts
allocated for the benefit of the Participant after March 31, 1984, to an individual medical account established under a pension or annuity plan maintained
by an Affiliate, as described in Code Section 415(l); and 


        (5)   if
the Participant was a Key Employee at any time during the Plan Year during which or coincident with which the Limitation Year ends or during any preceding Plan Year,
any amount paid or accrued after December 31, 1985 by an Affiliate to a special account under a welfare benefit fund [as defined in Code Section 419(e)] to
provide post-retirement medical or life insurance benefits to the Participant, as described in Code Section 419A(d)(2). 




Contributions
do not fail to be Annual Additions merely because they are (i) Before-Tax Contributions that exceed the Maximum Deferral Amount, (ii) Before-Tax
Contributions that cause the Plan to fail the ADP Tests, or (iii) Matching Contributions that cause the Plan to fail the ACP Tests, or merely because the Contributions described in clauses
(ii) and (iii) immediately above are corrected through distribution or recharacterization; Contributions described in clause (i) immediately above that are distributed in
accordance with the terms of Section 6.2 shall not be Annual Additions. 



        (e)   Compliance with Code Section 415.    The limitations in this Section are intended to comply with the
provisions of Code Section 415 so that the maximum benefits permitted under plans of the Affiliates shall be exactly equal to the maximum amounts allowed under Code Section 415 and the
regulations promulgated thereunder. The provisions of this Section generally are effective as of the Effective Date, but to the extent the Code requires an earlier or later effective date with respect
to any portion(s) of this Section, such other effective date shall apply. If there is any discrepancy between the provisions of this Section and the provisions of Code Section 415 and the
regulations promulgated thereunder, such discrepancy shall be resolved in such a way as to give full effect to the provisions of the Code. 


        (f)    Combined Plan Limit.    If an Employee is a participant in the Plan and any one or more other defined
contribution plans maintained by any Affiliates and a corrective adjustment in such Employee's benefits is required to comply with this Section 6.6, such adjustment shall be made under the
other plan(s). Effective for Limitation Years commencing prior to January 1, 2000, the Plan was subject to the combined defined benefit and defined contribution plan limit under former Code
Section 415(e). 




        6.7   Construction of Limitations and Requirements. 


        The
descriptions of the limitations and requirements set forth in this Article are intended to serve as statements of the legal requirements necessary for the Plan to remain qualified
under the applicable terms of the Code. The Participating Companies do not desire or intend, and the terms of this Article shall not be construed, to impose any more restrictions on the operation of
the Plan than required by law. Therefore, the terms of this Article and any related terms and definitions in the Plan shall be interpreted and operated in a manner which imposes the least restrictions
on the Plan. For example, if use of a more liberal definition of "Compensation" or a more liberal multiple use test is permissible at any time under the law, then the more liberal provisions may be
applied as if such provisions were included in the Plan. 


30







 


 
 

ARTICLE VII
INVESTMENTS


        7.1   Establishment of Trust Account. 


        All
Contributions are to be paid over to the Trustee, to be held in the Trust Fund and invested in accordance with the terms of the Plan and the Trust. 


        7.2   Investment Funds. 



        (a)   Establishment of Investment Funds.    In accordance with instructions from the Investment Committee and the
terms of the Plan and the Trust, the Trustee shall establish and maintain, for the investment of assets of the Trust Fund, Investment Funds for the investment of Contributions and Accounts. Such
Investment Funds shall include a Company Stock Fund in which all ESOP Contributions at least initially shall be invested and in which all other Contributions may be invested. Other Investment Funds
shall be established and modified from time to time without necessity of amendment to the Plan and shall have the investment objectives prescribed by the Investment Committee. Investment Funds also
may be established and maintained for any limited purpose(s) the Investment Committee may properly direct (for example, for the investment of certain specified Accounts transferred from a Prior Plan).
Similarly, at the authorized direction of the Investment Committee, the Trustee may eliminate one or more of the then existing Investment Funds. The Trustee may invest Contributions it receives in
interest-bearing accounts until such time as a Participant's investment directions can be effected. 


        (b)   Reinvestment of Cash Earnings.    Subject to the terms of Article V, any investment earnings received in
the form of cash with respect to any Investment Fund (in excess of the amounts necessary to make cash distributions or to pay Plan or Trust expenses) shall be reinvested in such Investment Fund. 


        (c)   ESOP Requirement.    Notwithstanding anything in the Plan to the contrary, the Plan shall be invested primarily
in Company Stock. The Plan in its entirety is intended to comprise an employee stock ownership plan as defined in Code Section 4975(e)(7). 




        7.3   Participant Direction of Investments. 


        Each
Participant or Beneficiary generally may direct the manner in which his Accounts and Contributions shall be invested in and among the Investment Funds described in
Section 7.2. Participant investment directions shall be made in accordance with the following terms: 



        (a)   Investment of Contributions.    Except as otherwise provided in this Section, each Participant may elect, on a
form provided by the Administrative Committee, through an interactive telephone or internet-based system, or in such other manner as the Administrative Committee may prescribe, the percentage of his
future Contributions (other than ESOP Contributions) that will be invested in each Investment Fund. An initial election of a Participant shall be made as of the Entry Date on which the Participant
commences or recommences participation in the Plan and shall apply to all such specified Contributions credited to such Participant's Account after such Entry Date. Such Participant may make
subsequent elections as of any Valuation Date, and such elections shall apply to all such Contributions credited to such Participant's Accounts following such date; for purposes hereof, Contributions
and/or Forfeitures that are credited to a Participant's Account shall be subject to the investment election in effect on the date on which such amounts are actually received and credited, regardless
of any prior date "as of" which such Contributions may have been allocated to his Account. Any election made pursuant to this subsection with respect to future Contributions shall remain effective
until changed by the Participant. In the event a Participant never makes an investment election or makes an incomplete or insufficient election in some manner, the Trustee, based on authorized
directions from the Administrative Committee, 



31







 

shall
direct the investment of the Participant's future Contributions. Notwithstanding anything in this subsection (a) to the contrary, all ESOP Contributions shall be initially invested in the
Company Stock Fund; provided, a Participant or Beneficiary may elect to direct the investment of his existing ESOP Account among other Investment Funds in accordance with subsection (b) below. 



        (b)   Investment of Existing Account Balances.    Except as otherwise provided in this Section, each Participant or
Beneficiary may elect, on a form provided by the Administrative Committee, through an interactive telephone or internet-based system, or in such other manner as the Administrative Committee may
prescribe, the percentage of his existing Accounts that will be invested in each Investment Fund. Such Participant or Beneficiary may make such elections effective as of any Valuation Date following
his Entry Date into the Plan. Each such election shall remain in effect until changed by such Participant or Beneficiary. In the event a Participant or Beneficiary fails to make an election for his
existing Account balance pursuant to the terms of this subsection which is separate from his election made for his Contributions pursuant to the terms of subsection (a) hereof, or if a
Participant's or Beneficiary's investment election form is incomplete or insufficient in some manner, the Participant's or Beneficiary's existing Account balance will continue to be invested in the
same manner provided under the terms of the most recent election affecting that portion of his Account. Notwithstanding anything in this subsection (b) to the contrary, a Participant's or
Beneficiary's ESOP Account shall remain invested in the Company Stock Fund until the Participant or Beneficiary elects to change such investment; and, thereafter, that portion of the ESOP Account
which has been invested in other Investment Funds shall be reinvested according to the Participant's or Beneficiary's subsequent investment elections along with all other Accounts. 



        (c)   Conditions Applicable to Elections.    The Administrative Committee shall have complete discretion to adopt and
revise procedures to be followed in making such investment elections. Such procedures may include, but are not limited to, the process of the election, the permitted frequency of making elections, the
deadline for making elections and the effective date of such elections; provided, elections must be permitted at least once every 3 months. Any procedures adopted by the Administrative
Committee that
are inconsistent with the deadlines or procedures specified in this Section shall supersede such provisions of this Section without the necessity of a Plan amendment. 



        (d)   Restrictions on Investments.    To the extent any investment or reinvestment restrictions apply with respect to
any Investment Funds (for example, restrictions on changes of investments between competing funds) or as a result of unanticipated depletion of cash liquidity within an Investment Fund, a
Participant's or Beneficiary's ability to direct investments hereunder may be limited. 




        7.4   Valuation. 


        As
of each Valuation Date, the Trustee shall determine the fair market value of each of the Investment Funds after first deducting any expenses which have not been paid by the
Participating Companies. All costs and expenses incurred in connection with Plan investments and, unless paid by the Participating Companies, all costs and expenses incurred in connection with the
general administration of the Plan and the Trust shall be allocated between the Investment Funds in the proportion in which the amount invested in each Investment Fund bears to the amount invested in
all Investment Funds as of the appropriate Valuation Date; provided, all costs and expenses directly identifiable to one Investment Fund shall be allocated to that Investment Fund. 


32







 



        7.5   Voting and Tender Offer Rights with Respect to Investment Funds. 


        Except
as provided in Section 7.13, only if, to the extent and in the manner, permitted by the Trust and/or any documents establishing or controlling any of the Investment Funds,
shall Participants and Beneficiaries be given the opportunity to vote and tender their interests in each such Investment Funds. Otherwise, such interests shall be voted and/or tendered by the
Investment Manager or other fiduciary that controls such Investment Fund, as may be provided in the controlling documents. 


        7.6   Purchase of Life Insurance. 


        Life
insurance contracts shall not be purchased. 


        7.7   Fiduciary Responsibilities for Investment Directions. 


        It
is intended that the Plan qualify as an ERISA 404c plan. All fiduciary responsibility with respect to the selection of Investment Funds for the investment of a Participant's or
Beneficiary's Accounts shall be allocated to the Participant or Beneficiary who directs the investment. Neither the Administrative Committee, the Investment Committee, the Trustee, nor any
Participating Company shall be accountable for any loss sustained by reason of any action taken, or investment made, pursuant to an investment direction. 


        7.8   Appointment of Investment Manager; Authorization to Invest in Collective Trust. 



        (a)   Investment Manager.    The Investment Committee may appoint any one or more individuals or entities to serve as
the investment manager or managers of the entire Trust or of all or any designated portion of a particular Investment Fund or Investment Funds. The investment manager shall certify that it is
qualified to act as an "investment manager" within the meaning of Section 3(38) of ERISA and shall acknowledge in writing its fiduciary status with respect to the assets placed under its
control. The appointment of the investment manager shall be effective upon the Trustee's receipt of a copy of an appropriate Investment Committee resolution (or such later effective date as may be
contained therein), and the appointment shall continue in effect until receipt by the Trustee of a copy of an Investment Committee resolution removing or accepting the resignation of the investment
manager (or such later effective date as may be specified therein). If an investment manager is appointed, the investment manager shall have the power to manage, acquire and dispose of any and all
assets of the Trust Fund, as the case may be, which have been placed under its control, except to the extent that such power is reserved to the Trustee by the Controlling Company. If an investment
manager is appointed, the Trustee shall be relieved of any and all liability for the acts or omissions of the investment manager, and the Trustee shall not be under any obligation to invest or
otherwise manage any assets which are subject to the management of the investment manager. 


        (b)   Collective Trust.    The Investment Committee may designate that all or any portion of the Trust Fund shall be
invested in a collective trust fund, in accordance with the provisions of Revenue Ruling 81-100 or any successor ruling, which collective trust fund shall have been specifically identified
in the Trust and adopted thereby as a part of the Plan, effective upon the Trustee's receipt of a copy of an appropriate Investment Committee resolution (or such later effective date as may be
contained therein), and the investment in said collective trust shall continue in effect until receipt by the Trustee of a copy of an Investment Committee resolution terminating said investment (or
such later effective date as may be contained therein). Such designation or direction shall be in addition to the powers to invest in commingled funds maintained by the Trustee provided for in the
Trust. 




        7.9   Borrowing to Acquire Company Stock. 



        The
Administrative Committee may direct the Trustee to obtain Loans under the Plan. Any such Loan must be used primarily for the benefit of Participants and their Beneficiaries and shall
satisfy all 


33







 



requirements
necessary to constitute an "exempt loan" within the meaning of Treasury Regulation Section 54.4975-7(b)(1)(iii), including the following: 



        (a)   Interest Rate.    The interest rate respecting the Loan shall not exceed a reasonable rate of interest, taking
into consideration all relevant factors including the amount and duration of the Loan, the security and guarantee (if any) involved, the credit standing of the Plan and guarantor (if any) and the
interest rate prevailing for comparable loans. A variable interest rate may be used, if such rate is reasonable under the foregoing factors. 


        (b)   Assets Not Dissipated.    At the time that the Loan is made, the interest rate for the Loan and the price of
Company Stock to be acquired should not be such that Plan assets might be dissipated. 


        (c)   Reasonable Terms.    The terms of the Loan, whether or not between independent parties, must be, at the time
the Loan is made, at least as favorable to the Plan as the terms of a comparable loan resulting from arms'-length negotiations between independent parties. 


        (d)   Use of Loan Proceeds.    The proceeds of the Loan must be used within a reasonable time after their receipt by
the Trust only to acquire Company Stock, to repay the Loan or to repay a prior Loan to the Trust. 


        (e)   Collateral.    The Loan must be without recourse against the Plan. The only assets of the Plan that may be
given as collateral on the Loan are shares of Company Stock acquired therewith or shares of Company Stock acquired with a prior Loan which is repaid with the proceeds from the current Loan. The terms
of the Loan shall provide that no person entitled to payment thereunder shall have any right to assets of the Plan other than collateral given for the Loan, cash Contributions made by the Company to
meet obligations under the Loan and earnings attributable to such collateral and the investment of such Contributions. 


        (f)    Payments.    Payments of principal and interest on the Loan during a Plan Year shall be made by the Trustee in
an amount not to exceed the sum of the Contributions, and earnings from such Contributions, made to the Trust Fund to satisfy the Plan's obligation under the Loan and earnings attributable to Company
Stock given as collateral for the Loan (both received during or prior to the Plan Year), less such payments in prior years. Such Contributions and earnings must be accounted for separately until the
Loan is repaid. 


        (g)   Remedy Upon Default.    In the event of a default on the Loan, the value of any assets transferring in
satisfaction of the Loan must not exceed the amount of default. If the lender is a disqualified person, as described in Code Section 4975(e)(2), the Loan must provide for a transfer of Plan
assets upon default only upon and to the extent of the failure of the Plan to meet the payment schedule of the Loan. 



        (h)   Release of Shares.    Shares of Company Stock used as collateral for the Loan shall be released from the
encumbrance thereof pursuant to the terms of Section 7.10. If a portion of a Participant's Account is forfeited, such shares of Company Stock shall be forfeited only after other assets in the
Participant's Account. 


        (i)    Loan Term.    The Loan must be for a specific term and may not be payable upon the demand of any person, except
in the case of default. 


        (j)    Restrictions on Stock.    No Company Stock acquired with the proceeds of the Loan shall be subject to a put,
call or other option, or buy-sell or similar arrangement while held by and when distributed from the Plan, whether or not the Plan then qualifies as an "employee stock ownership plan"
under Code Section 4975(e)(7). This protection shall not be terminable and shall continue and not be abridged notwithstanding the eventual repayment of any Loan or the discontinuance of the
Plan as such an employee stock ownership plan. 



34







 





        7.10   Release of Shares. 



        (a)   Loan Suspense Account.    All shares of Company Stock acquired by the Plan and pledged as collateral on a Loan
shall be placed and maintained in a Loan Suspense Account during the period that they are encumbered by such pledge. Such shares shall be released from such Loan Suspense Account and allocated to the
Accounts of Eligible Participants in a manner consistent with subsection (a)(1) or (a)(2) hereof, as specified in the Loan agreement or otherwise selected by the Administrative Committee. 



        (1)   For
each Plan Year during the duration of the Loan, the number of shares of Company Stock released from the Loan Suspense Account shall be equal to the product of
(i) the number of encumbered shares held in the Loan Suspense Account immediately before release and (ii) a fraction, the numerator of which is the amount of principal and interest paid
to the lender by the Plan for the Plan Year, and the denominator of which is the sum of the numerator plus the principal and interest to be paid for all future Plan Years; or 



        (2)   For
each Plan Year during the duration of the Loan, the number of shares of Common Stock to be released from the Loan Suspense Account shall be determined solely with
reference to principal payments; provided, all the following terms must be satisfied: 



        (A)  The
Loan agreement must provide for annual payments of principal and interest at a cumulative rate which is not less rapid at any time than level annual payments of such
amounts for ten years; 



        (B)  The
interest included in any payment shall be disregarded in determining the number of shares to be released only to the extent that it would be determined to be
interest under standard loan amortization tables; and 


        (C)  This
method of determining the number of shares to be released shall not be applicable from the time that, by reason of a renewal, extension or refinancing, the sum of
(i) the expired duration of the Loan, (ii) the renewal period, and (iii) the duration of a new Loan exceeds ten years. 





        (b)   Terms of Loan.    For purposes of subsections (a)(1) and (a)(2) and except as specifically set forth therein,
the number of future Plan Years under the Loan must be definitely ascertainable and shall be determined without taking into account any possible extensions or renewal periods. If the interest rate
under the Loan is variable, the interest to be paid in future Plan Years shall be computed by using the interest rate applicable as of the end of the Plan Year. If the Company Stock held as collateral
for a Loan includes more than one class of securities, the number of securities of each class to be released for a Plan Year must be determined by applying the same fraction or method to each such
class. 




        7.11   Diversification of ESOP Account by Participants. 



        (a)   General Rule.    Each Participant shall be entitled to diversify the investment of all or a portion of his ESOP
Account from the Company Stock Fund among the other Investment Funds. This provision is intended to satisfy the requirements of Code Section 401(a)(28). 


        (b)   Method of Diversification.    Elections under this Section 7.11 shall be made and effected in accordance
with Code Section 401(a)(28) and such reasonable administrative rules and procedures as the Administrative Committee may establish. 




        7.12   Value of Company Stock. 


        For
all purposes under the Plan for which the value of Company Stock must be determined, the value of Company Stock shall be its fair market value. If the Company Stock is listed on an
established stock exchange, the fair market value per share of Company Stock on any particular date shall be the 


35







 

closing
price of the stock on such exchange on the last business day of such exchange which immediately precedes the date of valuation. If, for any reason, the fair market value per share of Company
Stock cannot be ascertained or is unavailable for a particular date, the fair market value of such stock shall be determined as of the nearest preceding date on which such fair market value can be
ascertained pursuant to the terms hereof. In the case of a transaction between the Plan and a person described in Code Section 4975(e)(2), the value shall be determined as of the date of the
transaction; for all other purposes, the value shall be determined as of the most recent Valuation Date. 


        7.13 Voting and Tender Offer Rights With Respect to Company Stock. 



        (a)   Voting Rights.    Each Participant or Beneficiary shall have the right to direct the Trustee as to the exercise
of all voting rights with respect to the whole shares of Company Stock in his Account. The Trustee shall vote fractional shares, allocated shares with respect to which voting directions are not
received, and unallocated shares in the same proportion as the whole shares of Company Stock are voted by the voting Participants or Beneficiaries. 


        (b)   Tender Offer Rights.    Each Participant or Beneficiary also shall have the responsibilities of a Named
Fiduciary for purposes of directing, and shall have the right to direct, the Trustee as to whether, in accordance with the terms of any tender offer for shares of Company Stock, to tender the whole
shares of Company Stock in his Account, and the Trustee shall follow such directions. To the extent possible, the Trustee shall combine fractional shares of Company Stock in the same proportion as the
whole shares of such Company Stock are tendered by the tendering Participants or Beneficiaries. Unless otherwise required by ERISA, the Trustee shall not tender whole shares of Company Stock credited
to a Participant's or Beneficiary's Account for which it has received no directions from such Participant or Beneficiary. Any unallocated shares of Company Stock held in the Trust shall be tendered by
the Trustee if the Trustee has received instructions to tender a majority of the allocated shares and shall not be tendered if the Trustee has not received instructions to tender a majority of the
allocated shares. 


        (c)   Confidentiality.    The Administrative Committee shall establish procedures to protect the voting and tender
offer rights of the Participants and Beneficiaries and to assure that the manner in which each Participant or Beneficiary exercises his voting or tender offer rights is confidential with respect to
the Administrative Committee and the management of the Company. 


        (d)   Dissemination of Pertinent Information.    The Administrative Committee shall deliver, or cause to be
delivered, to each Participant or Beneficiary, all notices, financial statements, proxies and proxy
soliciting materials, relating to the voting of Company Stock in his Account. In addition, the Administrative Committee shall deliver, or cause to be delivered, to each Participant and Beneficiary all
materials relating to any tender offer, including the materials distributed by any tender offer (that is, any bidder). The Administrative Committee shall notify each Participant or Beneficiary of each
occasion for the exercise of voting or tender offer rights within a reasonable time before such rights are to be exercised, and such notification shall include all of the relevant information that the
Controlling Company distributes to stockholders regarding the exercise of such rights. 



 
 

ARTICLE VIII
VESTING IN ACCOUNTS


        8.1
Vesting. 



        (a)   General Vesting Rule. 



        (1)   Fully Vested Accounts.    All Participants shall at all times be fully vested in their Before-Tax,
Supplemental and Rollover Accounts. Transfer Accounts shall be subject to the 




36







 


vesting
schedule in subsection (a)(2) hereof unless a different vesting schedule is specified on a schedule to the Plan. 


        (2)   Matching Account.    Except as provided in Section 8.2, the Matching Account of each Participant shall
vest in accordance with the following vesting schedule, based on the total of the Participant's Years of Vesting Service: 




	Years of Vesting Service

Completed by Participant
	 	Vested Percentage of Participant's

Matching Account
	 
	Less than 3 Years	 	0	%
	3 Years or more	 	100	%






        (b)   ESOP Account.    Except as provided in Section 8.2, the ESOP Account of each Participant shall vest in
accordance with the following schedule, based on the total of the Participant's Years of Vesting Service: 



	Years of Vesting Service

Completed by Participant
	 	Vested Percentage of Participant's

ESOP Account
	 
	Less than 3 Years	 	0	%
	3 Years, but less than 4	 	20	%
	4 Years, but less than 5	 	40	%
	5 Years, but less than 6	 	60	%
	6 Years, but less than 7	 	80	%
	7 Years or more	 	100	%






        8.2   Vesting Upon Attainment of Normal Retirement Age, Death or Disability. 


        Notwithstanding
Section 8.1, a Participant's Matching and ESOP Accounts shall become 100 percent vested and nonforfeitable upon the occurrence of any of the following
events: 



        (a)   The
Participant's attainment of Normal Retirement Age while still employed as an Employee of any Affiliate; 


        (b)   The
Participant's death while still employed as an Employee of any Affiliate; or 


        (c)   The
Participant's becoming Disabled while still employed as an Employee of any Affiliate. 




        8.3   Timing of Forfeitures and Vesting after Restoration Contributions. 


        If
a Participant who is not yet 100 percent vested in his Matching Account, ESOP Account or Transfer Account severs from employment with all Affiliates, the unvested portion of
his Matching Account, ESOP Account or Transfer Account shall not be forfeited prior to the date on which the Participant has incurred 5 consecutive Breaks in Service unless he receives a
cash-out distribution of the entire vested portion of his Matching, ESOP and Transfer Accounts. Pending the end of such 5 consecutive Breaks in Service, such nonvested amount shall become
available for allocation (in the manner set forth in Section 5.9) but shall be re-credited to Participant's account if, prior to the end of such period, the Participant resumes
employment with an Affiliate or the Plan is terminated as described in Section 13.2. If the Participant does not resume employment with an Affiliate and the Plan is not terminated before the
end of such 5 consecutive Breaks in Service, the nonvested portion of his Account shall be forfeited. If a Participant has no vested interest in his Matching Account, ESOP Account and Transfer Account
at the time he severs from employment, he shall be deemed to have received a cash-out distribution at the time he severs from employment, and the forfeiture provisions of this Section
shall apply upon such distribution. 


37







 



        8.4   Vesting Following Partial Distributions. 


        In
the event that a Participant receives a distribution from an Account in which he is less than fully vested, the vested interest of the Participant in such Account prior to the date
such Participant (i) severs from employment with all Affiliates, (ii) incurs 5 consecutive Breaks in Service (such that the nonvested portions of such Account are forfeited), or
(iii) becomes 100 percent vested pursuant to the terms of
Sections 8.1 or 8.2 hereof (whichever is earliest), shall be determined pursuant to the following formula: 


X=P
(AB + [R × D]) - (R × D), 


Where
X is the vested interest at the relevant time (that is, the time at which the vested percentage in such Account cannot increase), P is the vested percentage at the relevant time; AB is the
balance of his Matching Account or Transfer Account at the relevant time; D is the amount of the distribution; and R is the ratio of such Account's Balance at the relevant time to such Account's
balance immediately after the distribution. 


        8.5   Amendment to Vesting Schedule. 


        Notwithstanding
anything herein to the contrary, in no event shall the terms of any amendment to the Plan reduce the vested percentage that any Participant has earned under the Plan. In
the event that the Plan provides for Participants to vest in their Accounts at a rate which is faster than that provided under any amendment hereto (or in the event any other change is made that
directly has an adverse effect on Participants' vested percentage), any Participant who has 3 or more Years of Vesting Service [calculated in a manner consistent with Treasury Regulation
Section 1.411(a)-8T (or any successor Section)] may elect to have his vested percentage calculated under the schedule in the Plan before any such change, and the
Administrative Committee shall give each such Participant notice of his rights to make such an election. The period during which the election may be made shall commence with the date the amendment is
adopted or deemed to be made and shall end on the latest of: (i) 60 days after the amendment is adopted; (ii) 60 days after the amendment becomes effective; or
(iii) 60 days after the Participant is issued written notice of the amendment by a Participating Company or Administrative Committee. 


 
 

ARTICLE IX
PAYMENT OF BENEFITS FROM ACCOUNTS


        9.1   Benefits Payable for Reasons Other Than Death. 



        (a)   General Rule.    In accordance with the terms of subsection (b) hereof and subject to the restrictions
set forth in subsections (c) and (d) hereof, if a Participant becomes Disabled or severs from employment with all Affiliates for any reason other than death he (or his Beneficiary, if he
dies after such Disability
or separation from service) shall be entitled to receive a distribution of (i) the vested amount credited to his Account, determined as of the Valuation Date on which such distribution is
processed, plus (ii) the vested amount of any Contributions made on his behalf since such Valuation Date. For purposes of this Article, the "date on which such distribution is processed" refers
to the date established for such purpose by administrative practice, even if actual payment and/or processing is made at a later date due to delays in the valuation, administrative or any other
procedure. 



38









  




        (b)   Timing of Distribution. 



        (1)   Except
as otherwise provided in this subsection (b)(1) or in subsections (c) and (d) hereof, benefits payable to a Participant under this Section shall be
distributed on or as soon as administratively practicable following the later of (i) the date on which the Participant affirmatively elects to receive such payment, or
(ii) 30 days following the date of the Participant's disability or severance from employment. Any amounts subsequently allocated to the ESOP Account of a Participant who incurs a
Qualified Separation shall be distributed as soon as administratively practicable following the date of such allocation. In order for such Participant's election to be valid, his election must be
filed with the Administrative Committee within the 90-day period ending on such distribution date, and the Administrative Committee (no later than 30 days and no earlier than
90 days before such distribution date) must have presented him with a notice informing him of his right to defer his distribution; provided, the Participant may elect to waive the minimum
30-day notice period and to receive his distribution before the end of such period. 


        (2)   Notwithstanding
the foregoing provisions of this subsection (b), in the event that the vested portion of the Account (other than the Rollover Account) of any Participant
who severs from the employment of all Affiliates is less than or equal to $5,000, the full vested amount of such benefit automatically shall be paid to such Participant in one single-sum,
cash-out distribution on or as soon as practicable following the 60thday following the date on which the Participant severs from employment. Unless otherwise elected by the
Participant in accordance with Section 9.3, such distribution shall be made directly to the Participant in the form of cash. In the event a Participant has no vested interest in his Matching,
ESOP and/or Transfer Account from company contributions at the time of his severance from employment, he shall be deemed to have received a cash-out distribution of such Accounts at the
time of his severance from employment, and the forfeiture provisions of Section 8.3 shall apply. 


        (3)   Notwithstanding
anything in the Plan to the contrary, unless a Participant elects to further defer the distribution of his benefit or fails to submit a claim for such
distribution, in no event shall payment of the Participant's benefit be later than 60 days after the end of the Plan Year which includes the latest of (i) the date on which the
Participant attained Normal Retirement Age, (ii) the date which is the 10th anniversary of the date he commenced participation in the Plan, or (iii) the date he actually severs from
employment with all Affiliates; provided, if the amount of the payment cannot be ascertained by the date as of which payments are scheduled to be made or commence hereunder, payment shall be made or
commence no later than 60 days after the earliest date on which such payment can be ascertained under the Plan. 


        (4)   Notwithstanding
anything in the Plan to the contrary, the Participant's Account shall be distributed (or commenced) no later than the April 1 following the later
of (i) the calendar year in which the Participant attains age 701/2, or (ii) the calendar year in which the Participant actually severs from employment with all Affiliates
[for Plan Years prior to January 1, 1999, the earlier of (i) and (ii)]; provided, if such Participant is a 5 percent owner (as defined in Code
Section 416), benefit payments shall be made (or commence) no later than the April 1 following the calendar year in which the Participant attains age 701/2. Unless a
Participant who is a 5 percent owner and whose minimum distributions begin while he is still employed elects to take a distribution of his entire Account balance, his benefits payable under
this Article IX commencing as of his required beginning date shall be paid in the form of substantially equal monthly payments over a period equal to the life expectancy of the Participant. All
distributions will be made in accordance with Code Section 401(a)(9) and the regulations thereunder, including Treasury Regulation Section 1.401(a)(9)-2 (relating to
incidental benefit limitations); and the terms of the Plan reflecting the requirements of Code Section 401(a)(9) 




39







 





override
the distribution options (if any) in the Plan which are inconsistent with those requirements. The life expectancy of a Participant will be recalculated annually. 



        (5)   The
provisions of this subsection (b) are intended to satisfy the requirements of Code Section 409(o) and shall be interpreted accordingly. 


        (6)   Notwithstanding
any provision of the Plan to the contrary, with respect to distributions under the Plan made for calendar years beginning on or after January 1,
2003, the Plan will apply the minimum distribution requirements of Code Section 401(a)(9) in accordance with the final regulations under Code Section 401(a)(9) that were published in the
Federal Register on April 17, 2002. 




        (c)   Restrictions on Distributions from Before-Tax and Supplemental Accounts.    Notwithstanding
anything in the Plan to the contrary, (i) amounts in a Participant's Before-Tax and Supplemental Accounts and (ii) amounts in a Participant's Transfer Accounts credited with
before-tax contributions and company contributions used to satisfy the Code Section 401(k) actual deferral percentage test and company contributions used to satisfy the Code
Section 401(m) actual contribution percentage test shall not be distributable to such Participant earlier than the earliest of the following to occur: 



        (1)   The
Participant's death, Disability or severance from employment with all Affiliates; 


        (2)   The
termination of the Plan without the establishment or maintenance of a successor defined contribution plan [other than an employee stock ownership plan as
defined in Code Section 4975(e)] at the time the Plan is terminated or within the period ending 12 months after the final distribution of all assets in all
Before-Tax, Supplemental and Transfer
Accounts described above in this subsection (c); provided, if fewer than 2 percent of the Employees who are or were eligible under the Plan at the time of its termination are or were eligible
under another defined contribution plan at any time during the 24-month period beginning 12 months before the time of termination, such other plan shall not be a successor plan;
and, provided further, for an event described in this subsection (c)(2) to constitute an event permitting a distribution from the Before-Tax and Supplemental Accounts (or the affected
Transfer Accounts), such distribution must be made on account of such event in the form of a lump sum distribution, as defined in Code Section 402(e)(4)(D) (without regard to subclauses (I),
(II), (III) and (IV) of clause (i) thereof); or 


        (3)   The
attainment by such Participant of age 591/2; or 


        (4)   The
Participant's incurrence of a financial hardship as described in Section 10.1. 




        (d)   Delay Upon Reemployment or Termination of Disability.    If a Participant becomes eligible to receive a benefit
payment in accordance with the terms of subsection (a) and subsequently is reemployed by an Affiliate (or ceases to be Disabled, as applicable) prior to the time his Account has been
distributed in full, the distribution to such Participant shall be delayed until such Participant again becomes eligible to receive a distribution from the Plan. 




        9.2   Death Benefits. 


        If
a Participant dies before payment of his benefits from the Plan is made or commences to be made, the Beneficiary or Beneficiaries designated by such Participant in his latest
beneficiary designation form filed with the Administrative Committee in accordance with the terms of Section 9.6 shall be entitled to receive a distribution of the total of (i) the
entire vested amount credited to such Participant's Account, determined as of the Valuation Date on which the distribution is processed, plus (ii) any Contributions made on such Participant's
behalf since such Valuation Date. Benefits shall be distributed to such Beneficiary or Beneficiaries as soon as administratively feasible following the second month after the date of the Participant's
death (or, if later, after timing restrictions and requirements 


40







 



under
the Code are satisfied). As required by Code Section 401(a)(9), in no event shall any such distribution be made later than 5 years after the date of the Participant's death, except
for distributions made to such Participant's Spouse. Any amounts allocated to a Participant's ESOP Account after the date of his death shall be distributed as soon as administratively practicable
following the date of such allocation. Any amounts allocated to a Participant's ESOP Account after the date a distribution is made under this Section 9.2 shall be distributed as soon as
administratively practicable following the date of such allocation. The Administrative Committee may direct the Trustee to distribute a Participant's Account to a Beneficiary without the written
consent of such Beneficiary. 


        9.3   Forms of Distribution. 



        (a)   Method.    The payment of any distribution to a Participant or Beneficiary from the Plan shall be in the form
of a single-sum payment. 


        (b)   Direct Rollover Distributions.    If a Participant, Surviving Spouse or a spousal alternate payee under a
qualified domestic relations order who is the recipient of any Eligible Rollover Distribution elects to have such Eligible Rollover Distribution paid directly to an Eligible Retirement Plan and
specifies (in such form and at such time as the Administrative Committee may prescribe) the Eligible Retirement Plan to which such distribution is to be paid, such distribution shall be made in the
form of a direct trustee-to-trustee transfer to the specified Eligible Retirement Plan; provided, such transfer shall be made only to the extent that the Eligible Rollover
Distribution would be included in gross income if not so transferred [determined without regard to Code Sections 402(c) and 403(a)(4)]. 


        (c)   Assets Distributed.    Subject to the election of a Participant or Beneficiary, any distribution to a
Participant or Beneficiary shall be made in the form of cash, in whole shares of Company Stock, or in a combination of cash and Company Stock. Any fractional shares of Company Stock shall be paid in
cash. 




        9.4   Qualified Domestic Relations Orders. 


        In
the event the Administrative Committee receives a domestic relations order which it determines to be a qualified domestic relations order, the Plan shall pay such benefit to the
prescribed alternate payee(s) at such time and in such form as shall be described in the qualified domestic relations order and permitted under Section 15.1(b). If the qualified domestic
relations order requires immediate payment, the specified benefit shall be paid to the alternate payee as soon as practicable following the end of the month within which the Administrative Committee
determines that the order is qualified or, if later, after timing restrictions and requirements under the Code are satisfied. To the extent consistent with the qualified domestic relations order, the
amount of the payment to an alternate payee shall include earnings, interest and other investment proceeds through (but not after) the Valuation Date as of which the Trustee processes the
distribution. If a Participant's Account is partially paid or payable to an alternate payee, the Participant's remaining portion of his Account shall be reduced accordingly and shall be subject to the
distribution provisions in this Article IX. To the extent required under a qualified domestic relations order, the Administrative Committee shall establish a separate account (and any
appropriate subaccount) for the benefit of the alternate payee. 


        9.5   Beneficiary Designation. 



        (a)   General.    In accordance with the terms of this Section, Participants shall designate and from time to time
may redesignate their Beneficiary or Beneficiaries of the benefits described in this Article IX in such form and manner as the Administrative Committee may determine. A Participant shall be
deemed to have named his Surviving Spouse, if any, as his sole Beneficiary unless his Spouse consents to the payment of all or a specified portion of the Participant's benefit to a Beneficiary other
than or in addition to the Surviving Spouse in a manner satisfying the requirements of a Qualified Spousal Waiver and such other procedures as the Administrative 



41







 

Committee
may establish. Notwithstanding the foregoing, a married Participant may designate a non-Spouse Beneficiary without a Qualified Spousal Waiver (unless otherwise required by a
qualified domestic relations order) if the Participant establishes to the satisfaction of the Administrative Committee: (i) that he has no Spouse or that his Spouse cannot be located;
(ii) that he is legally separated from his Spouse or that he has been abandoned by his Spouse (within the meaning of local law) and he has a court order to such effect; or (iii) that
such other permissible circumstances exist as the Secretary of the Treasury may by regulations prescribe. 



        (b)   No Designation or Designee Dead or Missing.    In the event that: 



        (1)   a
Participant dies without designating a Beneficiary; 


        (2)   the
Beneficiary designated by a Participant is not surviving when a payment is to be made to such person under the Plan, and no contingent Beneficiary has been
designated; or 


        (3)   the
Beneficiary designated by a Participant cannot be located by the Administrative Committee within 1 year after the date benefits are to commence to such
person; 




then,
in any of such events, the Beneficiary of such Participant with respect to any benefits that remain payable under this Article IX shall be the Participant's Surviving Spouse, if any, and
if not, then the estate of the Participant. 




        9.6   Claims. 



        (a)   Rights.    If a Participant or Beneficiary has any grievance, complaint or claim concerning any aspect of the
operation or administration of the Plan or Trust, including but not limited to claims for benefits and complaints concerning the investments of Plan assets (collectively referred to herein as "claim"
or "claims"), the Participant or Beneficiary shall submit the claim within the "applicable limitations
period." The "applicable limitations period" shall be 2 years, beginning on (i) in the case of any payment, the date on which the payment was made, or (ii) for all other claims,
the date on which the action complained of occurred. Additionally, upon denial of an appeal pursuant to subsection (c) hereof, a Participant or Beneficiary shall have 1 year within which
to bring suit against the Plan or any Plan fiduciaries for any grievance, complaint or claim related to such denied appeal; any such suit initiated after such 1-year period shall be
precluded. 


        (b)   Procedure.    Claims for benefits under the Plan may be filed with the Administrative Committee on forms
supplied by the Administrative Committee in accordance with subsection (b)(1) or (b)(2) hereof, as applicable. 



        (1)   Generally.    Except as provided in subsection (b)(2) hereof, the Administrative Committee shall furnish to the
claimant written notice of the disposition of a claim within 90 days after the application therefor is filed; provided, if special circumstances require an extension of time for processing the
claim, the Administrative Committee shall furnish written notice of the extension to the claimant prior to the end of the initial 90-day period, and such extension shall not exceed one
additional, consecutive 90-day period. In the event the claim is denied, the notice of the disposition of the claim shall provide the specific reasons for the denial, cites of the
pertinent provisions of the Plan, an explanation as to how the claimant can perfect the claim and/or submit the claim for review (where appropriate), and a statement of the claimant's right to bring a
civil action under ERISA Section 502(a) following an adverse determination on review. 



        (2)   Claims Based on an Independent Determination of Disability.    With respect to a claim for benefits under the
Plan based on Disability (other than (i) approval for payment of benefits, directly or indirectly, under any long-term disability plan maintained by a Participating Company, or
(ii) eligibility for Social Security disability benefits), the Administrative Committee shall furnish to the claimant written notice of the disposition of a 




42







 





claim
within 45 days after the application therefor is filed; provided, if matters beyond the control of the Administrative Committee require an extension of time for processing the claim, the
Administrative Committee shall furnish written notice of the extension to the claimant prior to the end of the initial 45-day period, and such extension shall not exceed one additional,
consecutive 30-day period; and, provided further, if matters beyond the control of the Administrative Committee require an additional extension of time for processing the claim, the
Administrative Committee shall furnish written notice of the second extension to the claimant prior to the end of the initial 30-day extension period, and such extension shall not exceed
an additional, consecutive 30-day period. Notice of any extension under this subsection (b)(2) shall specifically explain the standards on which entitlement to a benefit is based, the
unresolved issues that prevent a decision on the claim, and the additional information needed to resolve those issues. In the event the claim is denied, the notice of the disposition of the claim
shall provide the specific reasons for the denial, cites of the pertinent provisions of the Plan, an explanation as to how the claimant can perfect the claim and/or submit the claim for review (where
appropriate), and a statement of the claimant's right to bring a civil action under ERISA Section 502(a) following an adverse determination on review. 




        (c)   Review Procedure.    Any Participant or Beneficiary who has been denied a benefit, or his duly authorized
representative, shall be entitled, upon request to the Administrative Committee, to appeal the denial of his claim in accordance with subsection (c)(1) or (c)(2) hereof, as applicable. 



        (1)   Generally.    Except as provided in subsection (c)(2) hereof, the claimant or his duly authorized
representative may review pertinent documents related to the Plan and in the Administrative Committee's possession in order to prepare the appeal. The form containing the request for review, together
with a written statement of the claimant's position, must be filed with the Administrative Committee no later than 60 days after receipt of the written notification of denial of a claim
provided for in subsection (b) hereof. The Administrative Committee's decision shall be made within 60 days following the filing of the request for review and shall be communicated in
writing to the claimant; provided, if special circumstances require an extension of time for processing the appeal, the Administrative Committee shall furnish written notice to the claimant prior to
the end of the initial 60-day period, and such an extension shall not exceed one additional 60-day period. If unfavorable, the notice of decision shall explain the reason or
reasons for denial, indicate the provisions of the Plan or other documents used to arrive at the decision, and state the claimant's right to bring a civil action under ERISA Section 502(a). 



        (2)   Claims Based on an Independent Determination of Disability.    With respect to an appeal of a denial of
benefits under the Plan based on Disability (other than (i) approval for payment of benefits, directly or indirectly, under any long-term disability plan maintained by a
Participating Company, or (ii) eligibility for Social Security disability benefits), the claimant or his duly authorized representative may review pertinent documents related to the Plan and in
the Administrative Committee's possession in order to prepare the appeal. The form containing the request for review, together with a written statement of the claimant's position, must be filed with
the Administrative Committee no later than 180 days after receipt of the written notification of denial of a claim provided for in subsection (b) hereof. The Administrative Committee's
decision shall be made within 45 days following the filing of the request for review and shall be communicated in writing to the claimant; provided, if special circumstances require an
extension of time for processing the appeal, the Administrative Committee shall furnish written notice to the claimant prior to the end of the initial 45-day period, and such an extension
shall not exceed one additional 45-day period. The Administrative Committee's review shall not afford deference to the initial adverse benefit 




43







 





determination
and shall be conducted by an individual who is neither the individual who made the adverse benefit determination that is the subject of the appeal, nor the subordinate of such
individual. In deciding an appeal of any adverse benefit determination that is based in whole or in part on a medical judgment, the Administrative Committee shall consult with a health care
professional who has appropriate training and experience in the field of medicine involved in the medical judgment and who is neither an individual who was consulted in connection with the adverse
benefit determination that is the subject of the appeal, nor the subordinate of any such individual. If unfavorable, the notice of decision shall explain the reason or reasons for denial, indicate the
provisions of the Plan or other documents used to arrive at the decision, state the claimant's right to bring a civil action under ERISA Section 502(a), and identify all medical or vocational
experts whose advice was obtained by the Administrative Committee in connection with a claimant's adverse benefit determination. 




        (d)   Satisfaction of Claims.    Any payment to a Participant or Beneficiary, or to his legal representative or heirs
at law, all in accordance with the provisions of the Plan, shall to the extent thereof be in full satisfaction of all claims hereunder against the Trustee, the Administrative Committee, and the
Participating Companies, any of whom may require such Participant, Beneficiary, legal representative or heirs at law, as a condition to such payment, to execute a receipt and release therefor in such
form as shall be determined by the Trustee, the Administrative Committee or the Participating Companies, as the case may be. If receipt and release shall be required but execution by such Participant,
Beneficiary, legal representative or heirs at law shall not be accomplished so that the terms of Section 9.1(b) (dealing with the timing of distributions) may be fulfilled, such benefits may be
distributed or paid into any appropriate court or to such other place as such court shall direct, for disposition in accordance with the order of such court, and such distribution shall be deemed to
comply with the requirements of Section 9.1(b). 




        9.7   Explanation of Rollover Distributions. 


        Within
a reasonable period of time [as defined for purposes of Code Section 402(f)] before making an Eligible Rollover Distribution (which may include
certain withdrawals permitted under Article X hereof) from the Plan to a Participant or Beneficiary, the Administrative Committee shall provide such Participant or Beneficiary with a written
explanation of (i) the provisions under which the distributee may have the distribution directly transferred to another Eligible Retirement Plan, (ii) the provisions which require the
withholding of tax on the distribution if it is not directly transferred to another Eligible Retirement Plan, (iii) the provisions under which the distribution will not be subject to tax if
transferred to an Eligible Retirement Plan within 60 days after the date on which the distributee receives the distribution, and (iv) such other terms and provisions as may be required
under Code Section 402(f) and the regulations promulgated thereunder. 


        9.8   Unclaimed Benefits. 


        In
the event a Participant or Beneficiary becomes entitled to a distribution from the Plan and the Administrative Committee is unable to locate such Participant or Beneficiary after such
diligent efforts as the Administrative Committee in its sole discretion deems appropriate, then the full Account of the Participant or Beneficiary shall be deemed abandoned and treated as a
Forfeiture; provided, in the event such Participant or Beneficiary is located or makes a claim subsequent to the allocation of the abandoned Account, the amount of such abandoned Account (unadjusted
for any investment gains or losses from the time of abandonment) shall be restored (from abandoned Accounts, Forfeitures, Trust earnings or Contributions made by the Participating Companies) to such
Participant or Beneficiary, as appropriate. 


44







 



        9.9   Recordkeeper Transition Rule. 


        For
purposes of effectuating a change in the Plan's recordkeeper, and notwithstanding anything contained in this Article IX to the contrary, the Administrative Committee may
designate a period during which no distributions shall be permitted. 


 
 

ARTICLE X
WITHDRAWALS AND LOANS


        10.1   Hardship Withdrawals. 



        (a)   Parameters of Hardship Withdrawals.    A Participant who is an Employee of an Affiliate may make, on account of
hardship, a withdrawal from his Account in an amount up to, but not exceeding, the total of (i) 50 percent of his vested Matching and ESOP Account balance, and
(ii) 100 percent of his Rollover and Before-Tax Account balance, other than earnings attributable to Before-Tax Contributions earned after December 31,
1988. For purposes of this subsection, a withdrawal will be on account of "hardship" if it is necessary to satisfy an immediate and heavy financial need of the Participant. A withdrawal based on
financial hardship cannot exceed the amount necessary to meet the immediate financial need created by the hardship and not reasonably available from other resources of the Participant. The
Administrative Committee shall make its determination as to whether a Participant has suffered an immediate and heavy financial need and whether it is necessary to use a hardship withdrawal from the
Plan to satisfy that need on the basis of all relevant facts and circumstances. The minimum amount of any hardship withdrawal shall be $1,000 or such lesser amount established from time to time in a
nondiscriminatory manner by the Administrative Committee. 


        (b)   Immediate and Heavy Financial Need.    For purposes of the Plan, an immediate and heavy financial need exists
if the withdrawal is on account of (i) expenses for medical care described in Code Section 213(d) previously incurred by the Participant, his Spouse or dependents, or necessary to obtain
such medical care for such persons, (ii) the purchase (excluding mortgage payments) of a principal residence for the Participant, (iii) the payment of tuition and related educational
fees and room and board expenses for the next 12 months of post-secondary education for the Participant, his Spouse or dependents, (iv) the need to prevent eviction of the
Participant from his principal residence or foreclosure on the mortgage of the Participant's principal residence, (v) the payment of funeral expenses for a member of the Participant's immediate
family (that is, his parent, step-parent, father-in-law or mother-in-law, grandparent, brother or sister, half-brother or
half-sister, step-brother or step-sister, Spouse, child, step-child or grandchild), (vi) the payment of federal income taxes with respect to the
Participant's individual income tax returns for the two most recently ended tax years (including penalties and interest), (vii) the payment of legal fees and expenses incurred as a direct
result of the adoption of a child by the Participant, and (viii) the payment of uninsured costs for repairs to the Participant's principal residence as a result of unforeseen damages caused by
a natural disaster or accident. 


        (c)   Necessary to Satisfy a Financial Need.    In determining whether the withdrawal is necessary to relieve the
Participant's immediate and heavy financial need, the Administrative Committee shall rely upon the Participant's reasonable representation that the need cannot be relieved: (i) through
reimbursement or compensation by insurance or otherwise; (ii) by reasonable liquidation of the Participant's assets to the extent that liquidation would not itself cause an immediate and heavy
financial need; (iii) by cessation of Before-Tax Contributions to the Plan; or (iv) by other distributions or nontaxable (at the time of the loan) loans from plans maintained
by one or more Participating Companies or by borrowing from commercial sources on reasonable commercial terms. In determining the amount of a Participant's assets, the resources of his Spouse and
minor dependents are considered to be reasonably available to the Participant unless they are 



45







 




held
for his child or children under an irrevocable trust or under the Uniform Gifts to Minors Act. The amount of an immediate and heavy financial need may include amounts necessary for the
Participant to pay any federal, state of local taxes which are reasonably anticipated to result from the hardship withdrawal. 


        (d)   Form of Distribution.    Subject to the election of a Participant, any hardship withdrawal may be paid entirely
in cash or entirely in whole shares of Company Stock (with any portion of the withdrawal reprocessed by a fractional share being paid in cash). 



        (e)   Source of Funds.    The amount of a Participant's hardship withdrawal shall be charged first against his
Rollover Account, then against his Matching Account, then against his ESOP Account, and then against his Before-Tax Account. 




        10.2   Age 65 Withdrawals. 



        (a)   Conditions.    Beginning with the Plan Year in which a Participant attains age 65, a Participant who is an
Employee of an Affiliate may request a withdrawal of all or part of his Account. A Participant may request two such withdrawals during any 12-consecutive-month period. 


        (b)   Source of Funds.    The amount of such withdrawal shall be charged first against his Rollover Account, then
against his Matching Account, then against his ESOP Account, and then against his
Before-Tax Account, and shall be charged pro-rata against the Investment Funds in which such Accounts are invested. 


        (c)   Method.    A withdrawal described in this Section 10.2 shall be paid in the form of a
single-sum distribution which shall, except as otherwise provided herein, be paid in cash. To the extent that a portion of a Participant's Account that is to be withdrawn is invested in
Company Stock, such withdrawal shall be made in the form of Company Stock or cash, at the election of the Participant. 




        10.3   Election to Withdraw. 


        All
applications for withdrawals shall be in writing on a form provided by the Administrative Committee and shall contain such information and be made at such time as the Administrative
Committee may reasonably request. Any application for a withdrawal must be submitted to the Administrative Committee (or its delegatee) in accordance with procedures established under the Plan prior
to the payment date of such withdrawal. 


        10.4   Payment of Withdrawal. 


        The
amount of any withdrawal under Sections 10.1, 10.2 or 10.3 shall be paid to a Participant in a single-sum payment as soon as practicable after the Administrative
Committee receives and approves a properly completed withdrawal application. At the time of making any withdrawals for a Participant, his Account may be charged with any administrative expenses (such
as check processing fees) specifically allocable against his Account pursuant to the policies of the Administrative Committee. Any withdrawal shall be treated as a payment of benefits under Articles
IX and X and all of the requirements of those Articles. 


        10.5   Distributions and Withdrawals from Transfer Accounts. 


        If
a Prior Plan which (i) allows Code Section 411(d)(6) protected in-service withdrawals (other than those permitted in Sections 10.1, 10.2 and 10.3) and/or
(ii) allows one or more Code Section 411(d)(6) protected forms of distribution not generally permitted hereunder, the Participants who have Transfer Accounts reflecting the accrued
benefits subject to such protected withdrawals and forms of distribution under that Prior Plan shall be permitted to withdraw, and/or receive distributions of, all or a portion of the amounts from the
subject Transfer Accounts in a manner and subject to rules and restrictions, similar to those provided under the Prior Plan such that the Plan will comply with the 


46







 



requirements
of Code Section 411(d)(6). The terms and conditions of any such withdrawals and distributions, as well as other pertinent rules and provisions relating to the transfer of such
assets to the Plan, shall be set forth on a schedule hereto. 


        10.6   Loans to Participants. 



        (a)   Grant of Authority.    Loans to Participants, Beneficiaries and alternate payees who are
parties-in-interest as defined in Section 3(14) of ERISA generally shall be allowed; provided, if the Administrative Committee determines in its sole discretion that it
is not administratively feasible or desirable to make such loans during any period of time, no loans shall be made during such period. Subject to the limitations set forth in this Section and to such
uniform and nondiscriminatory rules as may from time to time be adopted by the Administrative Committee and set forth in a written policy statement which hereby is incorporated by reference, the
Trustee, upon proper application by an eligible Participant, Beneficiary or alternate payee on forms approved by the Administrative Committee, may make a loan or loans to the borrower. 


        (b)   Nondiscriminatory Policy.    Loans shall be available to all Participants, Beneficiaries and alternate payees
who are parties-in-interest as defined in Section 3(14) of ERISA on a reasonably equivalent basis, without regard to an individual's race, color, religion, age, sex or
national origin. Loans shall not be made available to borrowers who are Highly Compensated Employees in an amount greater than the amount available to other borrowers; provided, this limitation shall
be interpreted to mean that, subject to the other limitations in this Section, the same percentage of each borrower's vested Account balance may be loaned to each such borrower regardless of the
actual amount of his vested Account balance. 


        (c)   Minimum Loan Amount.    The minimum amount of any loan shall be the amount established by the Administrative
Committee in the written loan policy statement, but such minimum may not be more than $1,000. 



        (d)   Maximum Loan Amount.    The Administrative Committee will designate in the written loan policy statement the
maximum number of loans that may be outstanding at any time. In addition, no loan
may be made to any borrower from the Plan if the amount of such loan exceeds the lesser of (i) the limit established by the Administrative Committee, or (ii) the lesser of: 



        (1)   $50,000
minus the highest aggregate principal balance, outstanding during the year ending on the day before such loan is made, of all loans made to the borrower by the
qualified employer plans [as defined in Code Section 72(p)(4)(A)] maintained by the Affiliates; 



        (2)   the
difference between (A) 50 percent of the borrower's total vested interest in the Plan and all other qualified employer plans maintained by the
Affiliates, minus (B) the total amount of all loans outstanding on the date the loan is made from all qualified employer plans maintained by the Affiliates; or 


        (3)   50 percent
of the borrower's vested Account balance immediately after the origination of the loan. 




        (e)   Maximum Loan Term. 



        (1)   Except
as provided in subsections (e)(2) and (l) hereof, the terms of any loan made from the Plan shall require that the full amount of the loan be repaid within
the 5-year period (or such other shorter maximum term as the Administrative Committee may establish in its written loan policy statement) commencing on the date the loan is made, and in no
event shall the repayment period of the loan subsequently be extended beyond such 5-year period. The Trustee shall make a diligent effort to collect the full amount of the loan within this
specified repayment period and shall inform the borrower that, in the event the loan is not fully repaid within the 5-year period, the borrower will be treated as having received a taxable
distribution from the Plan. 




47













  





        (2)   The
5-year repayment rule set forth in subsection (e)(1) hereof shall not apply to the extent that a loan is used to acquire any dwelling unit which is used,
or within a reasonable time is to be used, as a principal residence of the borrower, and the Administrative Committee shall specify the maximum loan term for any such residential purchase loan in its
written loan policy statement. Whether a dwelling unit is to be used within a reasonable time as a principal residence is to be determined by the Administrative Committee at the time the loan is made,
and the Administrative Committee may require such written statements and other evidence from the borrower as it deems necessary to make this determination. Loans made with respect to principal
residences pursuant to this subsection shall be repaid within a 15-year period (or such shorter maximum time as the Administrative Committee may establish in its written loan policy
statement). 




        (f)    Terms of Repayment.    All loans shall be subject to a definite repayment schedule which requires substantially
level amortization over the term of the loan with payments to be made not less frequently than quarterly (and more frequently if required by the Administrative Committee's written loan policy
statement). Unless the Administrative Committee provides for different methods in its written loan policy statement, payments shall be made by Participants who are Employees of Affiliates on a payroll
deduction basis, and payments from other borrowers shall be made by cash, check or other cash equivalent. 



        (g)   Adequacy of Security.    All loans shall be secured by the pledge of a dollar amount of the borrower's Account
balance (i) which is not less than the principal amount of the loan plus an additional amount, if any, which the Administrative Committee, pursuant to its written loan policy statement, deems
desirable to secure payment of interest accruing on the loan, and (ii) which in no event (when aggregated for all outstanding loans) is greater than 50 percent of the borrower's vested
Account balance immediately after the origination of the loan. Notwithstanding anything herein to the contrary, the pledge of such security shall be made in such manner and amount as the
Administrative Committee, pursuant to its written loan policy statement, may require for the loan to be considered adequately secured. A loan will be considered to be "adequately secured" if the
security posted for such loan is in addition to and supporting a promise to pay, if it is pledged in a manner such that it may be sold, foreclosed upon, or otherwise disposed of upon default of
repayment of the loan, and if the value and liquidity of that security is such that it may reasonably be anticipated that loss of principal or interest will not result from the loan. The adequacy of
such security will be determined in light of the type and amount of security which would be required in the case of an otherwise identical transaction in a normal commercial setting between unrelated
parties on arm's-length terms. During the period that a loan is outstanding, if a Participant becomes eligible to receive a withdrawal or a distribution, the amount of such Participant's Account which
he shall be eligible to receive through withdrawal or distribution shall not exceed that amount which will reduce such Participant's Account balance below the principal amount then outstanding on such
loan. 


        (h)   Rate of Interest.    A loan from the Plan must bear a reasonable rate of interest. A loan will be considered to
bear "a reasonable rate of interest" if such loan provides the Plan with a return commensurate with interest rates charged by persons in the business of lending money for loans which would be made
under similar circumstances. In general, the Administrative Committee's decision as to the rate of interest for any Plan loan shall be based primarily on the rate of interest that one or more local
banks or other lending institutions would charge on a similar loan, taking into account, among other things, the collateral pledged to secure the loan. 


        (i)    Source of Loan Amounts.    The proceeds of a loan shall be charged against the Accounts of the borrower in the
manner described by the Administrative Committee in its loan policy statement. 



48







 




        (j)    Crediting Loan Payments to Accounts.    The loan shall be considered a directed investment of the borrower, and
any principal and interest paid on the loan shall be considered a part of his total Account. Each payment of principal and interest shall be credited to the Investment Funds and subaccounts of the
Participant's Account in the manner described by the Administrative Committee in its loan policy statement. 


        (k)   Remedies in the Event of Default.    If any loan payments are not paid as and when due or within such period as
the Administrative Committee may prescribe in its loan policy statement, the Administrative Committee may declare the loan to be in default. The Administrative Committee may take such actions, as it
deems appropriate in accordance with its written loan policy statement, to allow the borrower to cure such default or to otherwise collect such overdue payments or, as the case may be, the outstanding
balance of the loan. Among other things, the Administrative Committee's actions may include causing all or any portion of the borrower's Account which has been pledged to secure the loan to be used to
repay such loan; provided, although the Administrative Committee may treat any portion of the loan balance that remains outstanding after a default as taxable income to the borrower in accordance with
the terms of Code Section 72(p), no portion of such outstanding loan balance may be treated as a reduction of a Participant's Account balance until such time as such reduction, if treated as a
distribution, will not breach the special distribution restrictions of Code Section 401(k)(2)(B). 


        (l)    Qualified Military Service.    Loan repayments may be suspended under this Plan as permitted under Code
Section 414(u)(4), under applicable Treasury Regulations, and as provided in the written loan policy statement. In addition, during a period of military leave, the interest rate under an
outstanding loan shall be reduced to the extent necessary to comply with the Soldiers' and Sailors' Civil Relief Act of 1940. 




        10.7   Transition Rule. 


        For
purposes of effectuating a change in the Plan's recordkeeper, and notwithstanding anything contained in this Article X to the contrary, the Administrative Committee may
designate a period during which no withdrawals or loans shall be permitted. 


 
 

ARTICLE XI
ADMINISTRATION


        11.1   Administrative Committee; Appointment and Term of Office. 



        (a)   Appointment.    The Administrative Committee shall consist of not less than one member who shall be appointed
by and serve at the pleasure of the Controlling Company as set forth in Section 12.1. 



        (b)   Removal; Resignation.    The Controlling Company shall have the right to remove any member of the
Administrative Committee at any time. A member may resign at any time by written resignation to the Controlling Company. If a vacancy in the Administrative Committee should occur, a successor may be
appointed by the Controlling Company. 




        11.2   Organization of Administrative Committee. 


        The
Administrative Committee may elect a Chairman and a Secretary from among its members. In addition to those powers set forth elsewhere in the Plan, the Administrative Committee may
appoint such agents, who need not be members of such Administrative Committee, as it may deem necessary for the effective performance of its duties and may delegate to such agents such powers and
duties, whether ministerial or discretionary, as the Administrative Committee may deem expedient or appropriate. The compensation of such agents who are not full-time Employees of a
Participating Company shall be fixed by the Administrative Committee and shall be paid by the Controlling 


49







 



Company
(to be divided equitably among the Participating Companies) or from the Trust Fund as determined by the Administrative Committee. The Administrative Committee shall act by majority vote or by
resolutions signed by a majority of the Administrative Committee members. Its members shall serve as such without compensation. 


        11.3   Powers and Responsibility. 



        (a)   Fiduciary Responsibilities.    The Administrative Committee shall fulfill the duties of "administrator" as set
forth in Section 3(16) of ERISA and shall have complete control of the administration of the Plan hereunder, with all discretionary authority and powers necessary to enable it properly to carry
out its duties as set forth in the Plan and the Trust Agreement, including, without limitation, the following duties and responsibilities: 



        (1)   to
construe the Plan and to determine all questions that shall arise thereunder; 


        (2)   to
have all powers elsewhere herein conferred upon it; 


        (3)   to
decide all questions relating to the eligibility of Employees to participate in the benefits of the Plan; 


        (4)   to
determine the benefits of the Plan to which any Participant or Beneficiary may be entitled; 


        (5)   to
make factual findings with respect to claims for benefits; 


        (6)   to
maintain and retain records relating to Participants and Beneficiaries; 


        (7)   to
prepare and furnish to Participants all information required under federal law or provisions of the Plan to be furnished to them; 



        (8)   to
prepare and furnish to the Trustee sufficient employee data and the amount of Contributions received from all sources so that the Trustee may maintain separate
accounts for Participants and Beneficiaries and make required payments of benefits; 


        (9)   to
prepare and file or publish with the Secretary of Labor, the Secretary of the Treasury, their delegates and all other appropriate government officials all reports and
other information required under law to be so filed or published; 


        (10) as
permitted in the Trust Agreement, to provide directions to the Trustee with respect to methods of benefit payment, and all other matters where called for in the Plan
or requested by the Trustee; 


        (11) to
engage assistants and professional advisers; 


        (12) to
arrange for fiduciary bonding; 


        (13) to
provide procedures for determination of claims for benefits; and 


        (14) to
delegate any recordkeeping or other administerial duties hereunder to any other person or third-party; 





all
as further set forth herein. 


        (b)   Other Powers.    In addition to serving as administrator of the Plan, the Administrative Committee has been
vested with the authority to take certain actions on behalf of the Controlling Company as settlor of the Plan, including the authority to amend the Plan as provided for in Article XIII, to
grant service with predecessor employers as provided in Sections 1.82(b) and 1.83(e), to establish special eligibility rules as provided in Section 2.1(d), and to establish special Matching
Contributions as provided in Section 3.2(b). In exercising such authority and in taking 



50







 




any
other action on behalf of the Controlling Company as settlor of the Plan, the Administrative Committee shall not be deemed to be acting as a Plan fiduciary. 




        11.4   Records of Administrative Committee. 



        (a)   Notices and Directions.    Any notice, direction, order, request, certification or instruction of the
Administrative Committee to the Trustee shall be in writing and shall be signed by a member of the Administrative Committee. The Trustee and every other person shall be entitled to rely conclusively
upon any and all such proper notices, directions, orders, requests, certifications and instructions received from the Administrative Committee and reasonably believed to be properly executed, and
shall act and be fully protected in acting in accordance with any such directions that are proper. 



        (b)   Records.    All acts and determinations of the Administrative Committee shall be duly recorded by its Secretary
or under his supervision, and all such records (including records necessary to demonstrate compliance with the nondiscrimination requirements of the Code), together with such other documents as may be
necessary for the administration of the Plan, shall be preserved in the custody of such Secretary. 




        11.5   Delegation. 


        The
Administrative Committee shall have the power to delegate specific fiduciary, administrative and ministerial responsibilities (other than Trustee responsibilities). Such delegations
may be to officers or Employees of a Participating Company or to other persons, all of whom shall serve at the pleasure of the Administrative Committee. References in the Plan to the Administrative
Committee are deemed to include any person authorized to act on its behalf pursuant to this Section and Section 12.6. 


        11.6   Reporting and Disclosure. 



        The
Administrative Committee shall keep all individual and group records relating to Participants and Beneficiaries and all other records necessary for the proper operation of the Plan.
Such records shall be made available to the Participating Companies and to each Participant and Beneficiary for examination during normal business hours except that a Participant or Beneficiary shall
examine only such records as pertain exclusively to the examining Participant or Beneficiary and the Plan and Trust Agreement. The Administrative Committee shall prepare and shall file as required by
law or regulation all reports, forms, documents and other items required by ERISA, the Code and every other relevant statute, each as amended, and all regulations promulgated thereunder. This
provision shall not be construed as imposing upon the Administrative Committee the responsibility or authority for the preparation, preservation, publication or filing of any document required to be
prepared, preserved or filed by the Trustee or by any other Named Fiduciary to whom such responsibilities are delegated by law or by the Plan. 


        11.7   Construction of the Plan. 


        The
Administrative Committee shall take such steps as are considered necessary and appropriate to remedy any inequity that results from incorrect information received or communicated in
good faith or as the consequence of an administrative error. Such remedial steps may include, but are not limited to, taking any voluntary corrective action under any correction program available
through the Internal Revenue Service, Department of Labor or other administrative agency. The Administrative Committee, in its sole and full discretion, shall interpret the Plan and shall determine
the questions arising in the administration, interpretation and application of the Plan. The Administrative Committee shall endeavor to act, whether by general rules or by particular decisions, so as
not to discriminate in favor of or against any person and so as to treat all persons in similar circumstances uniformly. The Administrative Committee shall correct any defect, reconcile any
inconsistency or supply any omission with respect to the Plan. 


51







 



        11.8   Assistants and Advisors. 



        (a)   Engaging Advisors.    The Administrative Committee shall have the right to hire, at the expense of the
Controlling Company (to be divided equitably among the Participating Companies), such professional assistants and consultants as it, in its sole discretion, deems necessary or advisable. To the extent
that the costs for such assistants and advisors are not so paid by the Controlling Company, they shall be paid at the direction of the Administrative Committee from the Trust Fund as an expense of the
Trust Fund. 


        (b)   Reliance on Advisors.    The Administrative Committee and the Participating Companies shall be entitled to rely
upon all certificates and reports made by an accountant, attorney or other professional adviser selected pursuant to this Section; the Administrative Committee, the Participating Companies, and the
Trustee shall be fully protected in respect to any action taken by them in good faith in reliance upon the advice or opinion of any such accountant, attorney or other professional adviser; and any
action so taken shall be conclusive upon each of them and upon all other persons interested in the Plan. 




        11.9   Investment Committee. 



        (a)   Appointment.    The Controlling Company shall determine the membership of the Investment Committee, and the
members shall serve at the pleasure of the Controlling Company or until their resignation as provided by Section 12.1. 



        (b)   Duties.    The Investment Committee also shall carry out the Controlling Company's responsibility and
authority: 



        (1)   To
appoint one or more persons to serve as investment manager with respect to all or part of the Plan assets, including assets maintained under separate accounts of an
insurance company; 


        (2)   To
allocate the responsibility and authority being carried out by the Investment Committee among the members of the Investment Committee; 



        (3)   To
take any action appropriate to ensure that the Plan assets are invested for the exclusive purpose of providing benefits to Participants and their Beneficiaries in
accordance with the Plan and defraying reasonable expenses of administering the Plan, subject to the requirements of any applicable law; and 


        (4)   To
employ one or more persons to render advice with respect to any responsibility or authority being carried out by the Investment Committee. To the extent that the
costs for such assistants and advisors are not paid by a Participating Company, they shall be paid at the direction of the Investment Committee from the Trust Fund as an expense of the Trust Fund. 





        11.10   Direction of Trustee. 


        The
Investment Committee shall have the power to provide the Trustee with general investment policy guidelines and directions to assist the Trustee respecting investments made in
compliance with, and pursuant to, the terms of the Plan. 


        11.11   Bonding. 


        The
Administrative Committee shall arrange for fiduciary bonding as is required by law, but no bonding in excess of the amount required by law shall be required by the Plan. 



        11.12   Indemnification. 


        Each
of the Administrative Committee and the Investment Committee and each member of those Committees shall be indemnified by the Participating Companies against judgment amounts,
settlement 


52







 



amounts
(other than amounts paid in settlement to which the Participating Companies do not consent) and expenses, reasonably incurred by the Committee or him in connection with any action to which the
Committee or he may be a party (by reason of his service as a member of a Committee) except in relation to matters as to which the Committee or he shall be adjudged in such action to be personally
guilty of gross negligence or willful misconduct in the performance of its or his duties. The foregoing right to indemnification shall be in addition to such other rights as such Committee or each
Committee member may enjoy as a matter of law or by reason of insurance coverage of any kind. Rights granted hereunder shall be in addition to and not in lieu of any rights to indemnification to which
such Committee or each Committee member may be entitled pursuant to the by-laws of the Controlling Company. Service on the Administrative or Investment Committee shall be deemed in partial
fulfillment of a Committee member's function as an Employee, officer and/or director of the Controlling Company or any Participating Company, if he serves in such other capacity as well. 


 
 

ARTICLE XII
ALLOCATION OF AUTHORITY AND RESPONSIBILITIES


        12.1   Controlling Company. 



        (a)   General Responsibilities.    The Controlling Company, as Plan sponsor, shall appoint the Trustee, the
Administrative Committee and the Investment Committee. 


        (b)   Authority of Participating Companies.    Notwithstanding anything herein to the contrary, and in addition to
the authority and responsibilities specifically given to the Participating Companies in the Plan, the Controlling Company, in its sole discretion, may grant the Participating Companies such authority
and charge them with such responsibilities as the Controlling Company deems appropriate. 




        12.2   Administrative Committee. 


        The
Administrative Committee shall have the authority and responsibilities imposed by Article XI. The Administrative Committee shall have no authority or responsibilities other
than as granted in the Plan or as imposed as a matter of law. 


        12.3   Investment Committee. 


        The
Investment Committee, if any is appointed, shall be a Named Fiduciary with respect to its authority and responsibilities, as imposed by Article XI. The Investment Committee
shall have no authority or responsibilities other than those granted in the Plan and the Trust. 


        12.4   Trustee. 


        The
Trustee shall be a fiduciary with respect to investment of Trust Fund assets and shall have the powers and duties set forth in the Trust Agreement. 



        12.5   Limitations on Obligations of Fiduciaries. 


        No
fiduciary shall have authority or responsibility to deal with matters other than as delegated to it under the Plan, under the Trust Agreement or by operation of law. A fiduciary shall
not in any event be liable for breach of fiduciary responsibility or obligation by another fiduciary (including Named Fiduciaries) if the responsibility or authority for the act or omission deemed to
be a breach was not within the scope of such fiduciary's authority or delegated responsibility. 


        12.6   Delegation. 


        Named
Fiduciaries shall have the power to delegate specific fiduciary responsibilities (other than Trustee responsibilities). Such delegations may be to officers or Employees of a
Participating Company or to other persons, all of whom shall serve at the pleasure of the Named Fiduciary making such delegation and, if full-time Employees of an Affiliate, without
compensation. Any such person may resign by delivering a written resignation to the delegating Named Fiduciary. Vacancies created by any reason may be filled by the appropriate Named Fiduciary or the
assigned responsibilities may be reabsorbed or redelegated by the Named Fiduciary. 


53









  





        12.7   Multiple Fiduciary Roles. 



        Any
person may hold more than one position of fiduciary responsibility and shall be liable for each such responsibility separately. 


 
 

ARTICLE XIII
AMENDMENT, TERMINATION AND ADOPTION


        13.1   Amendment. 


        The
provisions of the Plan may be amended at any time and from time to time by the Administrative Committee; provided: 



        (a)   No
amendment shall increase the duties or liabilities of the Trustee without the consent of such party; 


        (b)   No
amendment shall decrease the balance or vested percentage of an Account or, except as permitted by applicable laws, eliminate an optional form of benefit; 



        (c)   No
amendment shall be made which would divert any of the assets of the Trust Fund to any purpose other than the exclusive benefit of Participants and Beneficiaries,
except that the Plan and Trust Agreement may be amended retroactively and to affect the Accounts of Participants and Beneficiaries if necessary to cause the Plan and Trust to be qualified and exempt
from taxation under the Code; and 


        (d)   No
amendment shall be made which constitutes a "material revision" affecting the Company Stock Fund under the shareholder approval rules of the New York Stock Exchange
without approval of the Leadership Development and Compensation Committee of the Controlling Company. 




        13.2   Termination. 



        (a)   Right to Terminate.    The Controlling Company expects the Plan to be continued indefinitely, but it reserves
the right to terminate the Plan or to completely discontinue Contributions to the Plan at any time by action of the Board. In either event, the Administrative Committee, Investment Committee, each
Participating Company and the Trustee shall be promptly advised of such decision in writing. For termination of the Plan by a Participating Company as to itself (rather than the termination of the
entire Plan) refer to Section 13.3(e). 


        (b)   Vesting Upon Complete Termination.    If the Plan is terminated by the Controlling Company or Contributions to
the Plan are completely discontinued, the Accounts of all Participants, Beneficiaries or other successors in interest as of such date shall become 100 percent vested and nonforfeitable. Upon
termination of the Plan, the Administrative Committee, in its sole discretion, shall instruct the Trustee either (i) to continue to manage and administer the assets of the Trust for the benefit
of the Participants and their Beneficiaries pursuant to the terms and provisions of the Trust Agreement, or (ii) to the extent permissible under applicable law, pay over to each Participant the
value of his interest in a single-sum payment and to thereupon dissolve the Trust. 


        (c)   Dissolution of Trust.    In the event that the Administrative Committee decides to dissolve the Trust, as soon
as practicable following the termination of the Plan or the Administrative Committee's decision, whichever is later, the assets under the Plan shall be converted to cash or other distributable assets,
to the extent necessary to effect a complete distribution of the Trust assets as described hereinbelow. Following completion of the conversion, on a date selected by the Administrative Committee, each
individual with an Account under the Plan on such date shall receive a distribution of the total amount then credited to his Account. The amount of cash and 



54







 




other
property distributable to each such individual shall be determined as of the date of distribution (treating, for this purpose, such distribution date as the Valuation Date as of which the
distributable amount is determined). In the case of a termination distribution as provided herein, the Administrative Committee may direct the Trustee to take any action provided in Section 9.8
(dealing with unclaimed benefits), except that it shall not be necessary to hold funds for any period of time stated in such Section. Within the expense limitations set forth in the Plan, the
Administrative Committee may direct the Trustee to use assets of the Trust Fund to pay any due and accrued expenses and liabilities of the Trust and any expenses involved in termination of the Plan
(other than expenses incurred for the benefit of the Participating Companies). 


        (d)   Vesting Upon Partial Termination.    In the event of a partial termination of the Plan [as provided
in Code Section 411(d)(3)], the Accounts of those Participants and Beneficiaries affected shall become 100 percent vested and nonforfeitable and, unless transferred to
another qualified plan, shall be distributed in a manner and at a time consistent with the terms of Article IX. 




        13.3   Adoption of the Plan by a Participating Company. 



        (a)   Procedures for Participation.    As of the Effective Date, the Controlling Company and the other Affiliates
listed on Schedule A hereto shall be Participating Companies in the Plan. Any other Affiliate may become a Participating Company and commence participation in the Plan subject to the provisions
of this subsection. In order for an Affiliate to become a Participating Company, the Administrative Committee must designate such company as a Participating Company and specify the effective date of
such designation. The name of any Affiliate which shall commence participation in the Plan, along with the effective date of its participation, may be recorded in the records of the Administrative
Committee or on Schedule A hereto which may be appropriately modified each time a Participating Company is added or deleted. Upon designation of an Affiliate as a Participating Company as
herein provided, the Employees of such company shall be eligible to participate in the Plan subject to the terms hereof. 



        (b)   Single Plan.    The Plan, as adopted by all Participating Companies, shall be considered a single plan for
purposes of Treasury Regulation Section 1.414(l)-1(b)(1). All assets contributed to the Plan by the Participating Companies shall be held together in a single fund and shall be
available to pay benefits to all Participants and Beneficiaries. Nothing contained herein shall be construed to prohibit the separate accounting of assets contributed by the Participating Companies
for purposes of cost allocation, Contributions, Forfeitures and other purposes, pursuant to the terms of the Plan and as directed by the Administrative Committee. 



        (c)   Authority under Plan.    As long as a Participating Company's designation as such remains in effect, such
Participating Company shall be bound by, and subject to, all provisions of the Plan and the Trust. The exclusive authority to amend the Plan and the Trust shall be vested in the Administrative
Committee, and no Participating Company shall have any right to amend the Plan or the Trust. Any amendment to the Plan or the Trust adopted by the Administrative Committee shall be binding upon every
Participating Company without further action by such Participating Company. 


        (d)   Contributions to Plan.    A Participating Company shall be required to make Contributions to the Plan at such
times and in such amounts as specified in Articles III and VI. The Contributions made (or to be made) to the Plan by the Participating Companies shall be allocated between and among such companies in
whatever equitable manner or amounts as the Administrative Committee shall determine. 


        (e)   Withdrawal from Plan.    The Administrative Committee may terminate the designation of a Participating Company,
effective as of any date. A Company's status as a Participating Company automatically shall cease as of the date it ceases to be an Affiliate with the Controlling Company. 



55







 




Any
such Participating Company which ceases to be a Participating Company shall be liable for all costs and liabilities (whether imposed under the terms of the Plan, the Code or ERISA) accrued, with
respect to its Employees, through the effective date of its withdrawal or termination. The withdrawing or terminating Participating Company shall have no right to direct that assets of the Plan be
transferred to a successor plan for its Employees unless such transfer is approved by the Controlling Company or Administrative Committee in its sole discretion. 




        13.4   Merger, Consolidation and Transfer of Assets or Liabilities. 


        In
the event of any merger or consolidation of the Plan with, or transfer of assets or liabilities of the Plan to, any other plan, each Participant and Beneficiary shall have a plan
benefit in the surviving or transferee plan (determined as if such plan were then terminated immediately after such merger, consolidation or transfer of assets or liabilities) that is equal to or
greater than the benefit he would have been entitled to receive under the Plan immediately before such merger, consolidation or transfer of assets or liabilities, if the Plan had terminated at that
time. 


 
 

ARTICLE XIV
TOP-HEAVY PROVISIONS


        14.1   Top-Heavy Plan Years. 


        The
provisions set forth in this Article XIV shall become effective for any Plan Years with respect to which the Plan is determined to be a Top-Heavy Plan and shall
supersede any other provisions of the Plan which are inconsistent with these provisions; provided, if the Plan is determined not to be a Top-Heavy Plan in any Plan Year subsequent to a
Plan Year in which the Plan was a Top-Heavy Plan, the provisions of this Article XIV shall not apply with respect to such subsequent Plan Year; provided further, the provisions of
this Article XIV shall not apply with respect to any Plan Year beginning after December 31, 2001, in which the Plan consists solely of a cash or deferred arrangement which meets the
requirements of Code Section 401(k)(12) and matching contributions with respect to which the requirements of Code Section 401(m)(11) are met; and, provided further, to the extent that
any of the requirements of this Article XIV shall no longer be
required under Code Section 416 or any other Section of the Code, such requirements shall be of no force or effect. 



        14.2   Determination of Top-Heavy Status. 



        (a)   Application.    The Plan will be considered a Top-Heavy Plan for a Plan Year if either: 



        (1)   the
Plan is not part of a Required Aggregation Group or a Permissive Aggregation Group and, as of the Determination Date of such Plan Year, the value of the Accounts of
the Participants who are Key Employees under the Plan exceeds 60 percent of the value of the Accounts of all Participants; or 



        (2)   the
Plan is part of a Required Aggregation Group which, as of the Determination Date of such Plan Year, is a Top-Heavy Group; 




provided,
the Plan shall not be considered a Top-Heavy Plan for a Plan Year under subsection (a)(2) hereof if the Plan also is part of a Permissive Aggregation Group which is not a
Top-Heavy Group for such Plan Year. 


        (b)   Special Definitions. 



        (1)   Determination Date.    The term "Determination Date" shall mean (i) in the case of the Plan Year that
includes the original effective date of the Plan, the last day of such Plan Year, and (ii) with respect to any other Plan Year of the Plan, the last day of the immediately preceding Plan Year
and (iii) for any plan year of each other qualified plan maintained by a Participating Company or Affiliate which is part of a Required or Permissive Aggregation 




56







 


Group,
the date determined under (i) or (ii) above as if the term "Plan Year" means the plan year for each such other qualified plan. 



        (2)   Key Employee.    The term "Key Employee" shall mean an Employee defined in Code
Section 416(i) and the regulations promulgated thereunder. Generally, Key Employee shall mean an Employee, former Employee or deceased Employee (and the beneficiaries of any such
Employee) who, at any time during the Plan Year that includes the Determination Date, was either: 



        (A)  An
officer of an Affiliate having a combined annual Compensation from all Affiliates greater than $130,000 [or such other amount as is applicable for the
Plan Year under Code Section 416(i)(1)(A)(i)]; provided, no more than 50 Employees (or, if lesser, the greater of 3 or 10 percent of all Employees of an Affiliate) shall be
treated as officers of an Affiliate; 


        (B)  A
5-percent owner [or constructive owner within the meaning of Code Section 318, as modified by Code
Section 416(i)(1)(B)(iii)] of an Affiliate; or 


        (C)  A
1-percent owner (or constructive owner within the meaning of Code Section 318, as modified by Code Section 416(i)(1)(B)(iii) and the
regulations promulgated thereunder) of an Affiliate having a combined annual Compensation from all Affiliates of more than $150,000. 




        (3)   Non-Key Employee.    The term "Non-Key Employee" shall mean any Employee who is not a
Key Employee. For purposes hereof, former Key Employees shall be treated as Non-Key Employees. 


        (4)   Permissive Aggregation Group.    The term "Permissive Aggregation Group" shall mean a Required Aggregation
Group and any other qualified plan or plans maintained or contributed to by an Affiliate which, when considered with the Required Aggregation Group, would continue to satisfy the requirements of Code
Sections 401(a)(4) and 410. 


        (5)   Required Aggregation Group.    The term "Required Aggregation Group" shall mean a group of plans of the
Affiliates consisting of (i) each plan which, for such Plan Year or any of the 4 preceding Plan Years, qualifies under Code Section 401(a) and in which a Key Employee is a participant,
and (ii) each other plan which, during this 5-year period, qualifies under Code Section 401(a) and which enables any plan described in clause (i) hereof to satisfy the
requirements of Code Sections 401(a)(4) or 410. 


        (6)   Top-Heavy Group.    The term "Top-Heavy Group" shall mean a Required or Permissive
Aggregation Group with respect to which the sum (determined as of a Determination Date) of (i) the present value of the cumulative accrued benefits for Key Employees under all Defined Benefit
Plans included in such group, and (ii) the aggregate of the accounts of Key Employees under all Defined Contribution Plans included in such group, exceeds 60 percent of a similar sum
determined for all Employees. 




        (c)   Special Rules.    The following rules shall apply in determining whether the Plan is a Top-Heavy
Plan under subsection (a)(1) or (a)(2) above: 



        (1)   The
value of any account balance under any Defined Contribution Plan and the value of any accrued benefit under any Defined Benefit Plan shall be determined as of the
most recent valuation date that falls within, or ends with, the 12-month period ending on the Determination Date or, if plans are aggregated, the Determination Dates that fall within the
same calendar year; 




57







 


        (2)   The
value of the Accounts under the Plan or the accounts under any other Defined Contribution Plan included in a Required or Permissive Aggregation Group for any
Determination Date, other than the Determination Date for the first plan year, shall include the amounts actually contributed and paid to the plan on or before the Determination Date, and shall
exclude any amounts to be contributed with respect to such preceding plan year but not actually paid to the plan on or before the Determination Date. The value of the accounts under any Defined
Contribution Plan for the Determination Date of the first plan year shall include all amounts contributed to the plan as of the Determination Date, regardless of whether such amounts shall have been
actually paid or merely accrued as of the Determination Date; 


        (3)   The
value of any account balance under any Defined Contribution Plan and the present value of any accrued benefit under any Defined Benefit Plan as of any Determination
Date shall be increased by the aggregate distributions made under the plan (including distributions under a terminated plan which, if it had not been terminated, would have been included in a Required
Aggregation Group) during the 1-year period ending on the Determination Date (or, in the case of distributions made for a reason other than severance from employment, death, or disability,
the 5-year period ending on the Determination Date); 


        (4)   Accrued
benefits and accounts of the following individuals shall not be taken into account for a Plan Year: (A) any Non-Key Employee who, in a prior
Plan Year, was a Key Employee or (B) any Employee who had not performed any services for a Participating Company at any time during the 1-year period ending on the Determination
Date for such Plan Year; 


        (5)   The
value of any account balance shall not include deductible employee contributions, as described in Code Section 72(o)(5)(A); 



        (6)   The
extent to which rollovers and plan to plan transfers are taken into account in determining the value of any account balance or accrued benefit shall be determined in
accordance with Code Section 416 and the regulations promulgated thereunder; and 


        (7)   Effective
for plan years beginning after December 31, 1986, each Non-Key Employee's accrued benefit under the Plan and any Defined Benefit Plans shall
be determined (A) under the method, if any, that uniformly applies for accrual purposes under all Defined Benefit Plans, or (B) if there is no such method, as if such benefit accrued not
more rapidly than the slowest accrual rate permitted under the fractional accrual rate set forth under Code Section 411(b)(1)(C). 





        14.3   Top-Heavy Minimum Contribution. 



        (a)   Multiple Defined Contribution Plans.    For any Plan Year in which the Plan is a Top-Heavy Plan,
the aggregate company Contributions (when added to similar contributions made under other defined contribution plans) allocated to the Account of any Active Participant who is a Non-Key
Employee shall not be less than the Defined Contribution Minimum. To the extent that the company Contributions are less than the Defined Contribution Minimum, additional company Contributions shall be
provided under the Plan. 


        For
purposes hereof, a Non-Key Employee shall not fail to receive a minimum contribution hereunder for a Plan Year because (i) such Non-Key Employee fails
to complete 1,000 Hours of Service for such Plan Year or (ii) such Non-Key Employee is excluded from participation (or receives no allocation) merely because his Compensation is
less than a stated amount or because he failed to make a Deferral Election for such Plan Year. 



58







 




        (b)   Defined Contribution and Benefit Plans.    In the event that Non-Key Employees are covered under
both the Plan and one or more Defined Benefit Plans maintained by an Affiliate, the minimum contribution level set forth in subsection (a) hereof shall be satisfied if each such
Non-Key Employee receives a benefit level under such Defined Contribution and Defined Benefit Plans which is not less than the Defined Benefit Minimum offset by any benefits provided under
the Plan and any other Defined Contribution Plans maintained by any Affiliate. 



        (c)   Defined Contribution Minimum.    The term "Defined Contribution Minimum" means, with respect to the Plan, a
minimum level of company Contributions allocated with respect to a Plan Year to the Account of each Active Participant who is a Non-Key Employee; such level being the lesser of: 



        (1)   3 percent
of such Active Participant's Compensation for such Plan Year; or 


        (2)   if
no Defined Benefit Plan of an Affiliate uses the Plan to satisfy the requirements of Code Sections 401(a)(4) or 410, the highest percentage of Compensation at which
company Contributions are made, or are required to be made, under the Plan for such Plan Year for any Key Employee. 




For
purposes of this subsection (c), (i) qualified nonelective contributions made by the Controlling Company in order to satisfy the anti-discrimination tests of Code
Section 401(k) or Section 401(m) (for example, Supplemental Contributions) may be treated as company Contributions, (ii) Before-Tax and Matching Contributions shall be
taken into account as company Contributions for Key Employees, (iii) Matching Contributions may be treated as company Contributions and may be taken into account for satisfying the minimum
contribution requirement for Non-Key Employees, and (iv) Before-Tax Contributions shall not be taken into account for satisfying the minimum contribution requirement for
Non-Key Employees. 


        (d)   Defined Benefit Minimum.    The term "Defined Benefit Minimum" means, with respect to a Defined Benefit Plan, a
minimum level of accrued benefit derived from employer contributions with respect to a plan year for each participant who is a Non-Key Employee; such level, when expressed as an annual
retirement benefit, being not less than the product of (1) and (2), where: 



        (1)   equals
the Non-Key Employee's average Compensation for the period of consecutive years (not exceeding 5) when such Non-Key Employee had
the highest aggregate Compensation from all Affiliates; and 


        (2)   equals
the lesser of (A) 2 percent times such Non-Key Employee's number of years of service or (B) 20 percent. 




For
purposes of determining the Defined Benefit Minimum, "years of service" shall not include any year of service if the plan was not a Top-Heavy Plan for the plan year ending during such
year of service and shall not include any years of service completed in a plan year beginning before January 1, 1984. Compensation in years before January 1, 1984, and Compensation in
years after the close of the last plan year in which the plan is a Top-Heavy Plan shall be disregarded. All accruals of employer-provided benefits, whether or not attributable to years for
which the Plan is top heavy, may be used in determining whether the minimum contribution requirements set forth in this Section are satisfied. 



59







 

        14.4   Top-Heavy Minimum Vesting. 



        (a)   Schedule.    The vesting schedule set forth in Section 8.1(a)(2) shall apply to Matching Accounts, and
the vesting schedule set forth below in this subsection shall apply to ESOP Accounts and shall be substituted in lieu of the Schedule in Section 8.1(b), as follows: 



	Years of Vesting Service
 
	 	Vested Percentage
	 
	Less than 2	 	None	 
	2 Years, but less than 3	 	20	%
	3 Years, but less than 4	 	40	%
	4 Years, but less than 5	 	60	%
	5 Years, but less than 6	 	80	%
	6 Years or More	 	100	%






        (b)   Post-Top Heavy Periods.    In the event the Plan after being a Top-Heavy Plan ceases to
be such, the vesting schedule in subsection (a) hereof shall continue to apply for all periods thereafter. 




        14.5   Construction of Limitations and Requirements. 


        The
descriptions of the limitations and requirements set forth in this Article are intended to serve as statements of the minimum legal requirements necessary for the Plan to remain
qualified under the applicable terms of the Code. The Participating Companies do not desire or intend, and the terms of this Article shall not be construed, to impose any more restrictions on the
operation of the Plan than required by law. Therefore, the terms of this Article and any related terms and definitions in the Plan shall be interpreted and operated in a manner which imposes the least
restrictions on the Plan. For example, if use of a more liberal definition of "Compensation" is permissible at any time under the law, then the more liberal provisions may be applied as if such
provisions were included in the Plan. 


 
 

ARTICLE XV
MISCELLANEOUS


        15.1   Nonalienation of Benefits and Spendthrift Clause. 



        (a)   General Nonalienation Requirements.    Except to the extent permitted by law and as provided in subsection (b),
(c) or (d) hereof, none of the Accounts, benefits, payments, proceeds or distributions under the Plan shall be subject to the claim of any creditor of a Participant or Beneficiary or to
any legal process by any creditor of such Participant or Beneficiary; and neither such Participant nor Beneficiary shall have any right to alienate, commute, anticipate or assign any of the Accounts,
benefits, payments, proceeds or distributions under the Plan except to the extent expressly provided herein. 


        (b)   Exception for Qualified Domestic Relations Orders. 



        (1)   The
nonalienation requirements of subsection (a) hereof shall apply to the creation, assignment or recognition of a right to any benefit, payable with respect to
a Participant pursuant to a domestic relations order, unless such order is (i) determined to be a qualified domestic relations order, as defined in Code Section 414(p), entered on or
after January 1, 1985, or (ii) any domestic relations order, as defined in Code Section 414(p), entered before January 1, 1985, pursuant to which a transferor plan was
paying benefits on January 1, 1985. The Administrative Committee shall establish reasonable written procedures to determine the qualified status of a domestic relations order. Further, to the
extent provided under a qualified domestic relations order, a former spouse of a Participant shall be treated as the Spouse or Surviving Spouse for all purposes under the Plan. 




60







 


        (2)   The
Administrative Committee shall establish reasonable procedures to administer distributions under qualified domestic relations orders which are submitted to it. The
Administrative Committee, to the extent provided in a qualified domestic relations order, shall direct the Trustee to pay, in a single-sum payment, the full amount of the benefit payable
to any alternate payee under a qualified domestic relations order. Such cash-out payment shall be made as soon as practicable after the end of the month within which the Administrative
Committee determines that a domestic relations order is a qualified domestic relations order, or if later, when the terms of the qualified domestic relations order permit such a distribution. (See
also Section 9.5.) If the terms of a
qualified domestic relations order do not permit an immediate cash-out payment, the benefits shall be paid to the alternate payee in accordance with the terms of such order and the
applicable terms of the Plan. 




        (c)   Exception for Loans from the Plan.    All loans made by the Trustee to any Participant or Beneficiary shall be
secured by a pledge of the borrower's interest in the Plan. 



        (d)   Exception for Crimes against the Plan.    The nonalienation requirements of subsection (a) hereof shall
not apply to any offset of a Participant's Account, benefit, payments, proceeds or distributions under the Plan against an amount that the Participant is ordered or required to pay to the Plan if: 



        (1)   the
order or requirement to pay arises, on or after August 5, 1997, (i) under a judgment of conviction for a crime involving the Plan; (ii) under a
civil judgment (including a consent order or decree) entered by a court in an action brought in connection with a violation (or alleged violation) of part 4 of subtitle B of title I of ERISA;
or (iii) pursuant to a settlement agreement between the Secretary of Labor and the Participant, or a settlement agreement between the Pension Benefit Guaranty Corporation and the Participant,
in connection with a violation (or alleged violation) of part 4 of such subtitle by a fiduciary or any other person; and 


        (2)   the
judgment, order, decree, or settlement agreement expressly provides for the offset of all or part of the amount ordered or required to be paid to the Plan against
the Participant's benefits provided under the Plan. 





        15.2   Headings. 


        The
headings and subheadings in the Plan have been inserted for convenience of reference only and are to be ignored in any construction of the provisions hereof. 


        15.3   Construction, Controlling Law. 


        In
the construction of the Plan, the masculine shall include the feminine and the feminine the masculine, and the singular shall include the plural and the plural the singular, in all
cases where such meanings would be appropriate. Unless otherwise specified, any reference to a Section shall be interpreted as a reference to a Section of the Plan. The Plan shall be construed in
accordance with the laws of the State of Georgia and applicable federal laws. 


        15.4   No Contract of Employment. 


        Neither
the establishment of the Plan, nor any modification thereof, nor the creation of any fund, trust or account, nor the payment of any benefits shall be construed as giving any
Participant, Employee or any person whomsoever the right to be retained in the service of any Affiliate, and all Participants and other Employees shall remain subject to discharge to the same extent
as if the Plan had never been adopted. 


61







 



        15.5   Legally Incompetent. 


        The
Administrative Committee may in its discretion direct that payment be made and the Trustee shall make payment on such direction, directly to an incompetent or disabled person,
whether incompetent or disabled because of minority or mental or physical disability, or to the guardian of such person or to the person having legal custody of such person, without further liability
with respect to or in the amount of such payment either on the part of any Participating Company, the Administrative Committee or the Trustee. 


        15.6   Heirs, Assigns and Personal Representatives. 


        The
Plan shall be binding upon the heirs, executors, administrators, successors and assigns of the parties, including each Participant and Beneficiary, present and future. 



        15.7   Title to Assets, Benefits Supported Only By Trust Fund. 


        No
Participant or Beneficiary shall have any right to, or interest in, any assets of the Trust Fund upon termination of his employment or otherwise, except as provided from time to time
under the Plan, and then only to the extent of the benefits payable under the Plan to such Participant out of the assets of the Trust Fund. Any person having any claim under the Plan shall look solely
to the assets of the Trust Fund for satisfaction. The foregoing sentence notwithstanding, each Participating Company shall indemnify and save any of its officers, members of its board of directors or
agents, and each of them, harmless from any and all claims, loss, damages, expense and liability arising from their responsibilities in connection with the Plan and from acts, omissions and conduct in
their official capacity, except to the extent that such effects and consequences shall result from their own willful misconduct or gross negligence. 


        15.8   Legal Action. 


        In
any action or proceeding involving the assets held with respect to the Plan or Trust Fund or the administration thereof, the Participating Companies, the Administrative Committee and
the Trustee shall be the only necessary parties and no Participants, Employees, or former Employees, their Beneficiaries or any other person having or claiming to have an interest in the Plan shall be
entitled to any notice of process; provided, that such notice as is required by the Internal Revenue Service and the Department of Labor to be given in connection with Plan amendments, termination,
curtailment or other activity shall be given in the manner and form and at the time so required. Any final judgment which is not appealed or appealable that may be entered in any such action or
proceeding shall be binding and conclusive on the parties hereto, the Administrative Committee and all persons having or claiming to have an interest in the Plan. 


        15.9   No Discrimination. 



        The
Controlling Company, through the Administrative Committee, shall administer the Plan in a uniform and consistent manner with respect to all Participants and Beneficiaries and shall
not permit impermissible discrimination in favor of Highly Compensated Employees. 


        15.10   Severability. 


        If
any provisions of the Plan shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and the Plan shall be construed
and enforced as if such provisions had not been included. 


        15.11     Exclusive Benefit; Refund of Contributions. 


        No
part of the Trust Fund shall be used for or diverted to purposes other than the exclusive benefit of the Participants and Beneficiaries, subject, however, to the payment of all costs
of maintaining and administering the Plan and Trust. Notwithstanding the foregoing, Contributions to the 


62








 



Trust
by a Participating Company may be refunded to the Participating Company under the following circumstances and subject to the following limitations: 



        (a)   Permitted Refunds.    If and to the extent permitted by the Code and other applicable laws and regulations
promulgated thereunder, upon the Participating Company's request, a Contribution which is (i) made by a mistake in fact, or (ii) conditioned upon the deductibility of the Contribution
under Code Section 404, shall be returned to the Participating Company making the Contribution within 1 year after the payment of the Contribution or the disallowance of the deduction
(to the extent disallowed), whichever is applicable. 


        (b)   Payment of Refund.    If any refund is paid to a Participating Company hereunder, such refund shall be made
without interest or other investment gains, shall be reduced by any investment losses attributable to the refundable amount and shall be apportioned among the Accounts of the Participants as an
investment loss, except to the extent that the amount of the refund can be attributed to one or more specific Participants (for example, as in the case of certain mistakes of fact), in which case the
amount of the refund attributable to each such Participant's Account shall be debited directly against such Account. 


        (c)   Limitation on Refund.    No refund shall be made to a Participating Company if such refund would cause the
balance in a Participant's Account to be less than the balance would have been had the refunded contribution not been made. 




        15.12     Plan Expenses. 



        As
permitted under the Code and ERISA, expenses incurred with respect to administering the Plan and Trust shall be paid by the Trustee from the Trust Fund to the extent such costs are
not paid by the Participating Companies or to the extent the Controlling Company requests that the Trustee reimburse it or any other Participating Company for its payment of such expenses. Upon
request, the Trustee shall reimburse the Controlling Company for its salary and other labor costs related to the Plan to the extent that such costs constitute proper Plan expenses. The Administrative
Committee may provide for such expenses to be charged against earnings as provided in Section 7.4, Forfeitures as provided in Section 5.9 or Participants' Accounts (on a per capita
basis, in proportion to the value of such Accounts or on any other basis permitted under the Code and ERISA). The Administrative Committee may provide for any expenses specifically attributable to
transactions involving an Account to be charged against such Account. 


        15.13     Special Effective Dates. 



        (a)   Intent of Plan.    The Plan as amended and restated herein generally is effective as of the Effective Date and
is intended to be in compliance with current laws and regulations, including the Economic Growth and Tax Relief Reconciliation Act of 2001. 



        (b)   Compliance.    To the extent any of the changes and provisions described above have requisite effective dates
other than the Effective Date, the Plan shall be deemed to be effective as of such requisite effective dates solely for the purpose of satisfying the applicable legal and regulatory requirements. 



63







 





        IN
WITNESS WHEREOF, the Plan has been executed by a duly authorized member of the Administrative Committee on the date first written above. 



	 
	 	 
	 	 

	 	 	ADMINISTRATIVE COMMITTEE OF

THE HOME DEPOT FUTUREBUILDER
	

 	
 	

By:	
 	

 
	 	 	 	 	
 Ileana L. Connally




64








  



 
 

THE HOME DEPOT FUTUREBUILDER
  A 401(k) AND STOCK OWNERSHIP PLAN    
    


 
 

SCHEDULE A
  
    PARTICIPATING COMPANIES AND EFFECTIVE DATES    
    



	Participating Company
 
	 	Effective Date

of Participation
	 	Participation

Termination Date

	The Home Depot, Inc.	 	April 1, 1996*	 	 
	Home Depot U.S.A.., Inc.	 	April 1, 1996	 	 
	Homer TLC, Inc.	 	April 1, 1996	 	 
	Home Depot International, Inc.	 	April 1, 1996	 	 
	Apex Supply Company, Inc.	 	January 6, 2000	 	 
	Georgia Lighting, Inc.	 	April 1, 2000	 	May 5, 2003**
	National Blinds & Wallpaper, Inc.	 	April 1, 2000	 	 
	Home Depot Incentives, Inc.	 	October 15, 2001	 	 
	Arvada Hardwood Floor Company	 	as soon as administratively practical after October 31, 2002	 	 
	Floors, Inc.	 	as soon as administratively practical after October 31, 2002	 	 
	HD Builder Solutions Group, Inc.	 	as soon as administratively practical after October 31, 2002	 	 
	Home Depot Services, LLC	 	January 1, 2003	 	 
	FloorWorks, Inc.	 	as soon as administratively practical after January 1, 2003	 	 
	Home Depot Your Other Warehouse, LLC	 	May 5, 2003	 	 
	H.D.V.I. Holding Company, Inc.	 	August 1, 2003	 	 
	THD At-Home Services, Inc.	 	December 15, 2003	 	 
	Creative Touch Interiors, Inc.	 	January 5, 2004	 	 
	White Cap Construction Supply, Inc.	 	May 28, 2004	 	 
	The Home Depot Supply, Inc.

(formerly Maintenance Warehouse/America Corp.)	 	July 1, 2004***	 	 
	Economy Maintenance Supply Company (excluding Employees residing and performing services in Puerto Rico)	 	July 1, 2004****	 	 






	*
	Prior
to April 1, 1996, The Home Depot, Inc. and certain of its affiliates participated in The Home Depot Employee Stock Ownership Plan, which was originally effective January 1, 1988.
Effective April 1, 1996, The Home Depot Employee Stock Ownership Plan was amended to provide for Section 401(k) and matching contributions and was restated as The Home Depot FutureBuilder.



	**
	Georgia
Lighting, Inc. merged into Home Depot U.S.A., Inc. effective May 5, 2003, and ceased to be a separate Participating Company on such date.



	***
	The
Home Depot Supply, Inc. (formerly Maintenance Warehouse/America Corp.) became a participating company under The Maintenance Warehouse FutureBuilder effective March 17, 1997. The
Maintenance Warehouse FutureBuilder was merged into the Plan effective July 1, 2004.



	****
	Economy
Maintenance Supply Company became a participating company under The Maintenance Warehouse FutureBuilder effective December 15, 2003. Matching and ESOP Contributions and shall
be 100% vested in his Matching and ESOP Contributions. 


A-1








  



 
 

THE HOME DEPOT FUTUREBUILDER
  A 401(k) AND STOCK OWNERSHIP PLAN    
    


 
 

SCHEDULE B
  
    SERVICE WITH PREDECESSOR EMPLOYERS
  AND SPECIAL ELIGIBILITY AND VESTING RULES    
    


 
 

Aikenhead's Home Improvement Warehouse    
    


        (a)   Service with Aikenhead's Home Improvement Warehouses.    For purposes of determining Years of Eligibility
Service and Years of Vesting Service, all service with Aikenhead's Home Improvement Warehouse shall be taken into account to the extent that such service would have been taken into account if
performed for an Affiliate. 


        (b)   Special Entry Date.    An individual who, as of February 1, 1994, (i) was a former employee of
Aikenhead's Home Improvement Warehouse, (ii) became an expatriate employee who was a Covered Employee, (iii) had satisfied the Year of Service requirement set forth in
Section 2.1(a), and (iv) otherwise was eligible to participate in the Plan, became an Active Participant as of said date. 


 
 

Maintenance Warehouse/America Corp.    
    


        For purposes of determining Years of Eligibility Service and Years of Vesting Service, any Employee who (i) was employed by Maintenance Warehouse/America
Corp. on March 14, 1997, and (ii) becomes employed by a Participating Company after such date will receive, subject to the Break in Service rules under the Plan, credit for all periods
of eligibility and vesting service credited to such participant under the Maintenance Warehouse Salary Plus Savings Plan. 


 
 

Apex, Inc.    
    


        (a)   Vesting.    For purposes of determining Years of Vesting Service, any Employee who (i) was employed by
Apex, Inc. (a Georgia corporation) on January 6, 2000, and (ii) becomes employed by Apex, Inc. (a Delaware corporation) on such date will receive credit for the number of
years of vesting service credited under the Apex Supply Company, Inc. 401(k) Plan (the "Apex Plan") as of June 6, 2000. 



        (b)   Eligibility.    An individual who is described in subparagraph (a) above and who was an active
participant in the Apex Plan as of January 6, 2000 shall become an Active Participant as of said date. Each individual who is described in subparagraph (a) above and who had not yet
become a participant in the Apex Plan as of January 6, 2000 shall, for purposes of determining such individual's Years of Eligibility Service, be credited with 45 hours of service for
each week of employment with Apex, Inc. (a Georgia corporation) through December 6, 2000. 


 
 

LCR-M Corporation    
    


        (a)   Service Credit.    For purposes of determining Years of Eligibility Service and Years of Vesting Service, any
Covered Employee who became an Employee on November 1, 2001, pursuant to the terms of the Asset Purchase Agreement between Home Depot U.S.A., Inc. and LCR-M Corporation,
dated October 2, 2001, shall receive credit for service performed with LCR-M Corporation. 



        (b)   Special Eligibility Rules.    Any Covered Employee described in paragraph (a) above who was a
participant in LCR-M Corporation's 401(k) plan (the "LCR-M Plan") immediately prior to November 1, 2001, shall be immediately eligible to participate in the Plan. Any
such Covered Employee who would have satisfied the eligibility requirements under the LCR-M Plan between November 1, 


B-1







 



2001
and December 31, 2002 (had they continued employment with LCR-M Corporation) shall become eligible to participate in the Plan on January 1, 2002. Any such Covered
Employee who does not satisfy the foregoing eligibility requirements shall become eligible to participate in the Plan in accordance with Section 2.1 (a) of the Plan, taking into account
service with LCR-M credited under paragraph (a) above. 


 
 

Floors, Inc.    
    


        (a)   Service Credit.    For purposes of determining Years of Eligibility Service and Years of Vesting Service, any
Covered Employee who became an Employee on or about October 31, 2002, in connection with the Controlling Company's acquisition of Floors, Inc. and certain affiliated companies shall
receive credit for service performed with Floors, Inc. and such affiliates; provided, Years of Vesting Service credited solely under this provision shall not be taken into account in
determining whether a Participant has incurred 5 consecutive Breaks in Service for purposes of Sections 1.83 and 8.3 of the Plan. 


        (b)   Special Eligibility Rules.    Any Covered Employee described in paragraph (a) above who was a
participant in the Floors, Inc. 401(k) plan immediately prior to such acquisition shall be eligible to participate in the Plan as soon as administratively practical after October 31,
2002. Any such Covered Employee who does not satisfy the foregoing eligibility requirements shall become eligible to participate in the Plan in accordance with Article II of the Plan, taking
into account service with Floors Inc. and its affiliates credited under paragraph (a) above. 


 
 

Arvada Hardwood Floor Company    
    


        (a)   Service Credit.    For purposes of determining Years of Eligibility Service and Years of Vesting Service, any
Covered Employee who became an Employee on or about October 31, 2002, in connection with the Controlling Company's acquisition of the assets ofArvada Hardwood Floor Company and certain
affiliated companies, shall receive credit for service performed with Arvada Hardwood Floor Co. and such affiliates; provided, Years of Vesting Service credited solely under this provision shall not
be taken into account in determining whether a Participant has incurred 5 consecutive Breaks in Service for purposes of Sections 1.83 and 8.3 of the Plan. 


        (b)   Special Eligibility Rules.    Any Covered Employee described in paragraph (a) above who was a
participant in Arvada Hardwood Floor Company's 401(k) plan immediately prior to such acquisition shall be eligible to participate in the Plan as soon as administratively practical after
October 31, 2002. Any such Covered Employee who does not satisfy the foregoing eligibility requirements shall become eligible to participate in the Plan in accordance with Article II of
the Plan, taking into account service with Arvada Hardwood Floor Company and its affiliates credited under paragraph (a) above. 


 
 

FloorWorks, Inc.    
    


        For purposes of determining Years of Eligibility Service and Years of Vesting Service, any Covered Employee who became an Employee on or about October 31,
2002, in connection with the Controlling Company's acquisition of the assets of FloorWorks, Inc. and certain affiliated companies shall receive credit for service performed with
FloorWorks, Inc. and such affiliates; provided, Years of Vesting Service credited solely under this provision shall not be taken into account in determining whether a Participant has incurred 5
consecutive Breaks in Service for purposes of Sections 1.83 and 8.3 of the Plan. 


 
 

Pulte Homes, Inc.    
    


        For purposes of determining Years of Eligibility Service and Years of Vesting Service, any Covered Employee who transferred employment to a Participating Company
from Pulte Homes, Inc. or one of 


B-2







 



its
affiliates in connection with certain Design Center Management Agreements dated December 30, 2002, and December 31, 2002, between FloorWorks, Inc. and Del Webb
Communities, Inc. and Anthem Arizona, LLC, respectively, shall receive credit for service performed with Pulte Homes, Inc. and its affiliates; provided, Years of Vesting Service credited
solely under this provision shall not be taken into account in determining whether a Participant has incurred 5 consecutive Breaks in Service for purposes of Sections 1.83 and 8.3 of the Plan. 


 
 

Installed Products USA, Inc.    
    


        For purposes of determining Years of Eligibility Service, Years of Vesting Service and Breaks in Service, any Covered Employee who becomes an Employee on or about
September 30, 2003, in connection with Home Depot U.S.A., Inc.'s acquisition of the assets of Installed Products USA, Inc. ("Installed Products") shall receive credit for service
performed with Installed Products. Any such Covered Employees who have satisfied the eligibility requirements of Section 2.1 shall become participants in the Plan on or as soon as practicable
after the closing date of the acquisition. For purposes of this provision, part-time hourly employees of Installed Products shall be credited with actual hours worked through the closing
date. All other employees shall be credited with a Year of Eligibility Service and a Year of Vesting Service for each complete and partial 12-month period of employment with Installed
Products through the closing date. 


 
 

RMA Home Services, Inc.    
    


        For purposes of determining Years of Eligibility Service and Years of Vesting Service, any Covered Employee who becomes an Employee on or about
December 15, 2003, in connection with the merger of RMA Home Services, Inc. ("RMA") with a subsidiary of Home Depot U.S.A., Inc. ("RMA Employee") shall receive credit for service
performed with RMA prior to the merger date. For purposes of determining eligibility for Employer Contributions, as provided in Section 2.1(b), Years of Eligibility Service will be determined
without regard to the requirement to complete 1,000 Hours of Service. For purposes of determining Years of Vesting Service, each RMA Employee will be credited with one (1) Year of Vesting
Service for each calendar year beginning before December 15, 2003, during which he completed at least one day of service with RMA. 


 
 

Economy Maintenance Supply Company    
    


        For purposes of determining Years of Eligibility Service and Years of Vesting Service, any Covered Employee who becomes an Employee on or about
December 15, 2003, in connection with the acquisition of the assets of Economy Maintenance Supply Company ("EMS") by a subsidiary of The Home Depot Supply, Inc. shall receive credit for
service performed with EMS prior to the acquisition date; provided, Years of Vesting Service credited solely under this provision shall not be taken into account in determining whether a Participant
has incurred 5 consecutive Breaks in Service for purposes of Sections 1.83 and 8.3 of the Plan. 


 
 

Creative Touch Interiors    
    


        For purposes of determining Years of Eligibility Service and Years of Vesting Service, any Covered Employee who becomes an Employee on or about January 5,
2004, in connection with the acquisition of Creative Touch Interiors, Inc. ("CTI") by The Home Depot Supply, Inc. shall receive credit for service performed with CTI prior to the
acquisition date; provided, Years of Vesting Service credited solely under this provision shall not be taken into account in determining whether a Participant has incurred 5 consecutive Breaks in
Service for purposes of Sections 1.83 and 8.3 of the Plan. 


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White Cap Construction Supply, Inc.    
    


        For purposes of determining Years of Eligibility Service and Years of Vesting Service, any Covered Employee who becomes an Employee on or about May 28,
2004, in connection with the acquisition of White Cap Construction Supply, Inc. ("White Cap") by The Home Depot Supply, Inc., shall receive credit for service performed with White Cap
prior to the acquisition date; provided, Years of Vesting Service credited solely under this provision shall not be taken into account in determining whether a Participant has incurred 5 consecutive
Breaks in Service for purposes of Sections 1.83 and 8.3 of the Plan. 


 
 

Concrete Foundations Supply, Inc.    
    


        Any Covered Employee who becomes an Employee on or about September 27, 2004, in connection with the acquisition of the assets of Concrete Foundations
Supply, Inc. by White Cap Construction Supply, Inc., shall be immediately eligible to make Before-Tax Contributions and receive allocations of 


 
 

Georgia Lighting Payroll    
    


        A Covered Employee receiving compensation through the Georgia Lighting, Inc. payroll system shall be eligible to make Before-Tax Contributions
and receive allocations of Matching and
ESOP Contributions as of the first day of the calendar quarter coinciding with the date on which he completes 1 Year of Eligibility Service, provided that he is a Covered Employee on such entry date. 


B-4








  



 
 

THE HOME DEPOT FUTUREBUILDER
  A 401(k) AND STOCK OWNERSHIP PLAN    
    


 
 

SCHEDULE C
  
    SPECIAL MATCHING CONTRIBUTION RULES    
    


	1.
	White Cap Construction Supply, Inc.




        For
each Active Participant who is employed by White Cap Construction Supply, Inc. and who is eligible to receive Matching Contributions pursuant to Section 2.1(b), such
Participating Company shall make, with respect to each payroll period or other payment of compensation, a Matching Contribution to the Plan equal to 25 percent of the Before-Tax
Contributions made on behalf of such Active Participant to the extent that such Before-Tax Contributions do not exceed 4 percent of a Participant's Compensation for a payroll period
(that is, such Matching Contributions shall not exceed 1 percent of the Active Participant's Compensation for such payroll period). Such Matching Contributions shall be in lieu of the Matching
Contributions set forth in Section 3.2(a) of the Plan. 


	2.
	The Home Depot Supply, Inc.



        (a)   Supplemental Annual Matching Contributions. 



        (1)   General.    For each Plan Year commencing on or after January 1, 2004, for each Active Participant who
(i) is not a Highly Compensated Employee, and (ii) satisfies all of the conditions set forth in subsection (a)(2) hereof for all periods through the last day of such Plan Year, the
Participating Company shall make a Supplemental Annual Matching Contribution equal to 4.5 percent of such Active Participant's Compensation for such Plan Year. 


        (2)   Conditions for Eligibility.    In order to be eligible for a Supplemental Annual Matching Contribution under
this subsection (a) for a Plan Year, the Active Participant must meet the following eligibility conditions: 



        (A)  The
individual must have been employed by Maintenance Warehouse/America Corp. (now The Home Depot Supply, Inc.) on July 1, 1999; 



        (B)  Commencing
on or before the later of December 31, 1999, or the individual's Entry Date into the Maintenance Warehouse FutureBuilder (the "MW Plan"), the
individual (i) must have enrolled in the MW Plan, and (ii) must have in effect at all times while he is employed by The Home Depot Supply, Inc. or Economy Maintenance Supply
Company (to the extent permitted by the maximum limits under the Plan) a Deferral Election pursuant to which he has elected to contribute at least 3 percent of his Compensation as a
Before-Tax Contribution (excluding catch-up contributions) to the Plan (or, for periods prior to July 1, 2004, the MW Plan); and 



        (C)  The
individual must be in the active employ of the Controlling Company or an Affiliate on the last day of such Plan Year. 




In
the event a Participant fails to satisfy any of these conditions with respect to a Plan Year, such Participant shall not be eligible to receive a Supplemental Annual Matching Contribution for such
Plan Year and shall permanently forfeit the right to receive Supplemental Annual Matching Contributions under this subsection (a) in all future Plan Years. 




        (b)   2004 Supplemental Annual Matching Contributions. 



        (1)   General.    Effective on an after July 1, 2004, for each Active Participant who (i) is not a
Highly Compensated Employee, and (ii) satisfies all of the conditions set forth in subsection (b)(2) for all periods through the last day of each Plan Year, the Participating Company shall make
a 



C-1







 

2004
Supplemental Annual Matching Contribution equal to 2.5 percent of such Active Participant's Compensation for such Plan Year. 



        (2)   Conditions of Eligibility.    To be eligible for a 2004 Supplemental Annual Matching Contribution under this
subsection (b) for a Plan Year, the Active Participant must meet each of the following eligibility conditions: 



        (A)  The
individual must have been employed by The Home Depot Supply, Inc. or Economy Maintenance Supply Company on July 1, 2004; and 


        (B)  Commencing
on or before the later of July 1, 2004, or the individual's Entry Date into the Plan, the individual (i) must have enrolled in the Plan, and
(ii) must have in effect at all times while he is employed by the Participating Company (to the extent permitted by the maximum limits under the Plan) a Deferral Election pursuant to which he
has elected to contribute at least 3 percent of his Compensation as a Before-Tax Contribution (excluding catch-up contributions) to the Plan; and 


        (C)  The
individual must be in the active employ of the Controlling Company or an Affiliate on the last day of the Plan Year. 




In
the event a Participant fails to satisfy any of these conditions with respect to a Plan Year, such Participant shall not be eligible to receive a 2004 Supplemental Annual Matching Contribution for
such Plan Year and shall permanently forfeit the right to receive 2004 Supplemental Annual Matching Contributions under this subsection (b) in all future Plan Years. For periods prior to
July 1, 2004, references to the "Plan" shall mean the MW Plan. 




        (c)   Compensation Included.    For purposes of determining the amount of matching contributions under subsections
(a) and (b), only Compensation paid to a Participant by The Home Depot Supply, Inc. and Economy Maintenance Supply Company shall be taken into account. If a Participant receives
Compensation from any other Affiliate during a Plan Year, such Compensation shall be disregarded for purposes of subsections (a) and (b). For the Plan Year beginning January 1, 2004,
Compensation taken into account under the MW Plan prior to its merger with and into the Plan effective July 1, 2004, shall be taken into account for purposes of determining an Active
Participant's Supplemental Annual Matching Contribution under subsection (a), but such Compensation not be taken into account in determining an Active
Participant's 2004 Supplemental Annual Matching Contribution under subsection (b). 


	3.
	THD At-Home Services, Inc.



        Notwithstanding
anything in the Plan to the contrary, any Covered Employee who (i) is employed by THD At-Home Services, Inc., (ii) is compensated
entirely by commissions, and (iii) has an Employment Date on or after June 1, 2004 or transfers into or is re-hired by THD At-Home Services, Inc. on or
after June 1, 2004, shall not be eligible to receive allocations of Matching or ESOP Contributions and shall be eligible to make Before-Tax Contributions on the first day of the
calendar quarter coinciding with or next following completion of a Year of Eligibility Service. 


C-2








  



 
 

THE HOME DEPOT FUTUREBUILDER
  A 401(k) AND STOCK OWNERSHIP PLAN    
    


 
 

SCHEDULE D
  
    TRANSFER ACCOUNTS    
    


        1.     Maintenance Warehouse FutureBuilder.


        (a)    Vesting.    Notwithstanding Section 8.1, the Matching Account of each Participant whose account under
the Maintenance Warehouse FutureBuilder was transferred to the Plan on July 1, 2004, and either (i) was employed by Maintenance Warehouse/America Corp. on July 1, 1999, or
(ii) is a former Employee of Maintenance Warehouse/America Corp. who is rehired after July 1, 1999, at a time when he has a Matching Account balance remaining in the Plan which is at
least 25 percent vested, shall vest in accordance with the following schedule, based on the total of the Participant's Years of Vesting Service: 



	Years of Vesting Service

Completed by Participant
	 	Vested Percentage of Participant's

Matching Account

	Less than 2 Years	 	0%
	2 Years, but less than 3	 	25%
	3 Years or more	 	100%






        (b)    Rollover Account Withdrawals.    A Participant whose account under the Maintenance Warehouse FutureBuilder was
transferred to the Plan on July 1, 2004, may request a withdrawal of all or part of his Rollover Account. A withdrawal under this subsection shall be paid in the form of a
single-sum distribution which shall, except as otherwise provided herein, be paid in cash. To the extent that a portion of a Participant's Account that is to be withdrawn is invested in
Company Stock, such withdrawal shall be made in the form of Company Stock or cash, at the election of the Participant. 


D-1











QuickLinks



Exhibit 10.5


THE HOME DEPOT FUTUREBUILDER A 401(k) AND STOCK OWNERSHIP PLAN


Amendment and Restatement Effective July 1, 2004


THE HOME DEPOT FUTUREBUILDER A 401(k) AND STOCK OWNERSHIP PLAN

STATEMENT OF PURPOSE

STATEMENT OF AGREEMENT


Table of Contents


ARTICLE I DEFINITIONS


ARTICLE II ELIGIBILITY

ARTICLE III CONTRIBUTIONS


ARTICLE IV ROLLOVERS AND TRANSFERS BETWEEN PLANS

ARTICLE V PARTICIPANTS' ACCOUNTS; CREDITING AND ALLOCATIONS

ARTICLE VI CONTRIBUTION AND SECTION 415 LIMITATIONS AND NONDISCRIMINATION REQUIREMENTS



ARTICLE VII INVESTMENTS

ARTICLE VIII VESTING IN ACCOUNTS

ARTICLE IX PAYMENT OF BENEFITS FROM ACCOUNTS


ARTICLE X WITHDRAWALS AND LOANS


ARTICLE XI ADMINISTRATION

ARTICLE XII ALLOCATION OF AUTHORITY AND RESPONSIBILITIES


ARTICLE XIII AMENDMENT, TERMINATION AND ADOPTION

ARTICLE XIV TOP-HEAVY PROVISIONS

ARTICLE XV MISCELLANEOUS


THE HOME DEPOT FUTUREBUILDER A 401(k) AND STOCK OWNERSHIP PLAN

SCHEDULE A PARTICIPATING COMPANIES AND EFFECTIVE DATES


THE HOME DEPOT FUTUREBUILDER A 401(k) AND STOCK OWNERSHIP PLAN

SCHEDULE B SERVICE WITH PREDECESSOR EMPLOYERS AND SPECIAL ELIGIBILITY AND VESTING RULES

Aikenhead's Home Improvement Warehouse

Maintenance Warehouse/America Corp.

Apex, Inc.

LCR-M Corporation

Floors, Inc.

Arvada Hardwood Floor Company

FloorWorks, Inc.

Pulte Homes, Inc.

Installed Products USA, Inc.

RMA Home Services, Inc.

Economy Maintenance Supply Company

Creative Touch Interiors

White Cap Construction Supply, Inc.

Concrete Foundations Supply, Inc.

Georgia Lighting Payroll


THE HOME DEPOT FUTUREBUILDER A 401(k) AND STOCK OWNERSHIP PLAN

SCHEDULE C SPECIAL MATCHING CONTRIBUTION RULES


THE HOME DEPOT FUTUREBUILDER A 401(k) AND STOCK OWNERSHIP PLAN

SCHEDULE D TRANSFER ACCOUNTS