Amended and Restated Alliance Data Systems 401(k) and Retirement Savings Plan



 Exhibit 10.60 
 ALLIANCE DATA SYSTEMS 
 401(k) AND RETIREMENT
SAVINGS PLAN 







 TABLE OF CONTENTS 
  

					
	 	  	 	  	Page
		
	PREAMBLE	  	1
			
	Article 1	  	        DEFINITIONS	  	1
			
	    1.1	  	Account	  	1
	    1.2	  	Accrued Benefit	  	1
	    1.3	  	Actual Deferral Percentage	  	1
	    1.4	  	Adjustment Factor	  	1
	    1.5	  	Annuity Commencement Date	  	2
	    1.6	  	Average Actual Deferral Percentage	  	2
	    1.7	  	Average Contribution Percentage	  	2
	    1.8	  	Benefits Administration Committee	  	2
	    1.9	  	Beneficiary	  	2
	    1.10	  	Board of Directors	  	2
	    1.11	  	Catch-Up Contributions	  	2
	    1.12	  	Code	  	2
	    1.13	  	Company	  	2
	    1.14	  	Company Account	  	2
	    1.15	  	Compensation	  	3
	    1.16	  	Contribution Percentage	  	4
	    1.17	  	Deposit Election	  	4
	    1.18	  	Deposits	  	4
	    1.19	  	Effective Date	  	5
	    1.20	  	Eligibility Computation Period	  	5
	    1.21	  	Employee	  	5
	    1.22	  	Employer	  	5
	    1.23	  	Employer Matching Contributions	  	5
	    1.24	  	Employment Commencement Date	  	6
	    1.25	  	Entry Date	  	6
	    1.26	  	ERISA	  	6
	    1.27	  	Excess Aggregate Contributions	  	6
	    1.28	  	Excess Contributions	  	6
	    1.29	  	Excess Deferrals	  	6
	    1.30	  	Forfeiture Account	  	6
	    1.31	  	Highly Compensated Employee	  	6
	    1.32	  	Hour of Service	  	7
	    1.33	  	Investment Fund(s)	  	8
	    1.34	  	Leased Employee	  	8
	    1.35	  	Leave of Absence	  	8
	    1.36	  	Nonhighly Compensated Employee	  	9
	    1.37	  	Normal Retirement Age	  	9
	    1.38	  	One-Year Break in Service	  	9

  

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	    1.39	  	Participant	  	9
	    1.40	  	Period of Military Service	  	9
	    1.41	  	Personal Accounts	  	9
	    1.42	  	Plan	  	9
	    1.43	  	Plan Year	  	10
	    1.44	  	Reemployment Commencement Date	  	10
	    1.45	  	Retirement Contributions	  	10
	    1.46	  	Rollover Account	  	10
	    1.47	  	Rollover Contribution	  	10
	    1.48	  	Senior Associate	  	10
	    1.49	  	Separation from Service	  	10
	    1.50	  	Spouse	  	10
	    1.51	  	Tax Deferred Deposits	  	10
	    1.52	  	Taxed Deposits	  	11
	    1.53	  	Total and Permanent Disability	  	11
	    1.54	  	Trust Agreement	  	11
	    1.55	  	Trust Fund	  	11
	    1.56	  	Trustee	  	11
	    1.57	  	Valuation Date	  	11
	    1.58	  	Vesting Computation Period	  	11
	    1.59	  	World Financial Network Plan	  	11
	    1.60	  	Year of Eligibility Service	  	11
	    1.61	  	Year of Vesting Service	  	11
			
	Article 2	  	        PARTICIPATION	  	12
			
	    2.1	  	Plan Entry Date	  	12
	    2.2	  	Participation Requirement(s)	  	12
	    2.3	  	Ineligible Employee	  	12
	    2.4	  	Enrollment	  	13
	    2.5	  	Reemployed Participants	  	13
	    2.6	  	Reemployed Non-Participants	  	13
	    2.7	  	Change of Status of Participants	  	13
	    2.8	  	Breaks in Service	  	14
			
	Article 3	  	        DEPOSITS	  	14
			
	    3.1	  	Rate of Deposits	  	14
	    3.2	  	Type of Deposits	  	15
	    3.3	  	Change in Deposit Rates	  	15
	    3.4	  	Payments to Trust	  	15
	    3.5	  	Annual Limit on Tax Deferred Deposits	  	15
	    3.6	  	Deferral Percentage Limitation	  	16
	    3.7	  	Special Rules on Deferral Percentage Limitations	  	17
	    3.8	  	Adjustment of Deferrals	  	18
	    3.9	  	Contributions For Periods of Qualified Military Service	  	19
	    3.10	  	Catch-Up Contributions	  	19

  

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	Article 4	  	        EMPLOYER CONTRIBUTIONS	  	20
			
	    4.1	  	Employer Matching Contributions	  	20
	    4.2	  	Percentage Limitation on Taxed Deposits	  	20
	    4.3	  	Special Rules for Contribution Percentage Limit Testing	  	21
	    4.4	  	Adjustments To Excess Aggregate Contributions	  	21
	    4.5	  	Retirement Contributions	  	22
	    4.6	  	Overall Limitation on Annual Additions	  	24
	    4.7	  	Timing of Employer Contributions	  	24
	    4.8	  	Discretionary Profit Sharing Contributions	  	25
	    4.9	  	Qualified Non-Elective Contributions	  	25
			
	Article 5	  	        PARTICIPANTS’ ACCOUNTS AND INVESTMENT ELECTIONS	  	26
			
	    5.1	  	Separate Accounts	  	26
	    5.2	  	Valuation of Funds	  	26
	    5.3	  	Investment Election	  	26
	    5.4	  	Timing of Investment Election	  	27
	    5.5	  	Transfer Between Investment Funds	  	27
	    5.6	  	Special Valuation Date	  	27
			
	Article 6	  	        TRUST AGREEMENT	  	28
			
	    6.1	  	Trust Agreement	  	28
	    6.2	  	Establishment of Investment Fund(s)	  	28
	    6.3	  	Voting and Tender of Shares	  	28
	    6.4	  	Assumption of Risk by Participant	  	29
			
	Article 7	  	        DEATH BENEFITS AND BENEFICIARY DESIGNATIONS	  	29
			
	    7.1	  	Death Benefits	  	29
	    7.2	  	Designation of Beneficiary	  	29
			
	Article 8	  	        VESTING AND TERMINATION OF EMPLOYMENT	  	30
			
	    8.1	  	Vesting in Personal Account and Rollover Account	  	30
	    8.2	  	Vesting in Company Account	  	30
	    8.3	  	Vesting After Specified Events	  	31
	    8.4	  	Distributions With Less Than 100% Vesting	  	31
	    8.5	  	Forfeitures	  	32
	    8.6	  	Distribution of Vested Benefits	  	32
	    8.7	  	Forfeiture Account	  	32
	    8.8	  	Service Upon Reemployment	  	33
			
	Article 9	  	        DISTRIBUTION OF BENEFITS	  	33
			
	    9.1	  	Vested Benefits	  	33
	    9.2	  	Valuation Date	  	34

  

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	    9.3	  	Consent to Distribution of Benefits	  	34
	    9.4	  	Deferral of Benefits	  	34
	    9.5	  	Required Minimum Distributions	  	35
	    9.6	  	Notices to Participants; Distributions Within 30 Days	  	35
			
	 Article 10
	  	        WITHDRAWALS WHILE EMPLOYED	  	36
			
	    10.1	  	Limits on Withdrawals	  	36
	    10.2	  	Withdrawal of Taxed Deposits and Rollover Accounts	  	36
	    10.3	  	Withdrawal After Attainment of Age 59 1/2	  	36
	    10.4	  	Withdrawal to Alleviate Financial Hardship	  	36
	    10.5	  	Loans Prior to Hardship Withdrawals	  	37
	    10.6	  	In-Service Withdrawals	  	38
	    10.7	  	Withdrawal on Account of Disability	  	38
			
	 Article 11
	  	        LOANS	  	38
			
	 Article 12
	  	        ADMINISTRATION OF THE PLAN	  	39
			
	    12.1	  	Investment Committee	  	39
	    12.2	  	Operation of Investment Committee	  	39
	    12.3	  	Records of Investment Committee	  	39
	    12.4	  	Rights and Powers of Investment Committee	  	39
	    12.5	  	Benefits Administration Committee	  	40
	    12.6	  	Operation of Benefits Administration Committee	  	40
	    12.7	  	Records of Benefits Administration Committee	  	41
	    12.8	  	Rights and Powers of Benefits Administration Committee	  	41
	    12.9	  	Claims Procedures	  	42
	    12.10	  	Indemnification	  	43
			
	 Article 13
	  	        AMENDMENT OR TERMINATION	  	43
			
	    13.1	  	Right to Amend	  	43
	    13.2	  	Right of Adoption and Termination	  	43
	    13.3	  	Obligations Upon Merger, Consolidation or Transfer	  	44
	    13.4	  	Obligations Upon Termination, Partial Termination or Discontinuance	  	44
	    13.5	  	Continued Funding After Plan Termination	  	44
	    13.6	  	Distribution Upon Disposition of Assets	  	45
	    13.7	  	Conversion Period	  	45
			
	 Article 14
	  	        GENERAL PROVISIONS	  	45
			
	    14.1	  	No Contract of Employment	  	45
	    14.2	  	Incapacity	  	45
	    14.3	  	Payment Satisfies Claims	  	46
	    14.4	  	Prescribed Forms	  	46
	    14.5	  	Telephonic Voice Response Service or Electronic Systems	  	46

  

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	    14.6	  	Temporary Investment of Assets	  	46
	    14.7	  	Attainment of Age	  	47
	    14.8	  	Alienation of Benefits	  	47
	    14.9	  	No Guarantee of Benefits by Company	  	47
	    14.10	  	Payment of Expenses	  	48
	    14.11	  	Statement of Accounting	  	48
	    14.12	  	Plan May be Sued	  	48
	    14.13	  	Inability to Find Payee	  	48
	    14.14	  	State Law	  	49
	    14.15	  	Construction	  	49
			
	Article 15	  	        ROLLOVER CONTRIBUTIONS AND TRANSFERS	  	49
			
	    15.1	  	Rollover of Funds From Other Plans	  	49
	    15.2	  	Rollover of Funds From Conduit Individual Retirement Account (IRA)	  	50
	    15.3	  	Transfers Directly from Other Plans	  	50
	    15.4	  	Mistaken Rollover	  	51
			
	Article 16	  	        TOP-HEAVY PROVISIONS	  	51
			
	    16.1	  	Top-Heavy Plan Defined	  	51
	    16.2	  	Other Definitions	  	52
	    16.3	  	Top-Heavy Contributions	  	53
			
	Article 17	  	        QUALIFIED DOMESTIC RELATIONS ORDERS (QDROs)	  	54
			
	    17.1	  	Terms of a QDRO	  	54
	    17.2	  	Notification of Receipt of Order	  	54
			
	Article 18	  	        DIRECT ROLLOVER PROVISIONS	  	54
			
	    18.1	  	Application of Article	  	54
	    18.2	  	Definitions	  	55

  

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 PREAMBLE 
 BSI Business Services, Inc. adopted the BSI Business Services, Inc. 401(k) and Retirement Savings Plan (the “Plan”) effective as
of January 24, 1996. The purpose of the Plan is to provide eligible employees with retirement benefits. The Plan is intended to be a profit sharing plan qualifying under Section 401 (a) of the Code with a cash or deferred arrangement
qualifying under Section 401(k) of the Code. 
 BSI Business Services, Inc. was renamed ADS Alliance Data Systems, Inc.
Accordingly, the Plan was amended, restated, and renamed the Alliance Data Systems 401(k) and Retirement Savings Plan, effective as of January 1, 1997. The Plan was subsequently amended and restated and is now being completely amended and
restated effective January 1, 2004, to include various changes, including retroactive changes required by applicable federal law for the Plan to remain tax-qualified under the Code, and to make changes necessary to qualify the Plan for the
“safe harbor” testing option provided under Code Section 401(k)(12). For each year the Plan intends to qualify for this testing option, the Committee shall provide the notice to Participants required thereunder. The Plan is hereby
amended and restated effective January 1, 2008. 
 ARTICLE 1 
 DEFINITIONS 
 The following words and phrases as used
herein shall have the following meanings, and the masculine, feminine and neuter gender shall be deemed to include the others, unless a different meaning is plainly required by the context: 
  

	1.1	Account 

 The total of the
separate accounts that are maintained for a Participant under the Plan. 
  

	1.2	Accrued Benefit 

 The sum
of the amounts credited to the Participant’s Account as of any date. 
  

	1.3	Actual Deferral Percentage 

 The ratio (expressed as a percentage) of the Tax Deferred Deposits made on behalf of the Participant for the Plan Year to the Participant’s Compensation for the Plan Year while the Participant is eligible to make Tax Deferred Deposits.

  

	1.4	Adjustment Factor 

 The
cost of living adjustment factor prescribed by the Secretary of the Treasury under Section 415(d) of the Code, applied as the Secretary shall provide. 








	1.5	Annuity Commencement Date 

 The first day of the first period for which an amount is payable as an annuity or any other form. 
  

	1.6	Average Actual Deferral Percentage 

 The average (expressed as a percentage) of the Actual Deferral Percentages of the Participants in a group. 
  

	1.7	Average Contribution Percentage 

 The average (expressed as a percentage) of the Contribution Percentages of the Participants in a group. 
  

	1.8	Benefits Administration Committee 

 The committee described in Section 12.5. 
  

	1.9	Beneficiary 

 The person,
persons or entity designated in writing by a Participant, or otherwise determined in accordance with the Plan, entitled to receive any death benefit which may be, or may become, payable under the Plan. 
  

	1.10	Board of Directors 

 The
Board of Directors of the Company, as constituted from time to time. The Board of Directors shall have the right and the power to delegate any duty or power under the Plan to one or more persons, and any reference in the Plan to the Board of
Directors shall include a reference to such delegatee(s). 
  

	1.11	Catch-Up Contributions 

 The supplemental amounts a Participant elects to defer pursuant to Section 3.10. 
  

	1.12	Code 

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

	1.13	Company 

 ADS Alliance
Data Systems, Inc. and any successor thereto. 
  

	1.14	Company Account 

 The
account into which Employer Matching Contributions, Discretionary Profit Sharing Contributions, and Retirement Contributions shall be credited, which may include subaccounts to account for contributions made under plans merged into the Plan.

  

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	1.15	Compensation 

 Shall have
the following meanings for specific purposes under the Plan: 
  

	 	(A)	For purposes of determining the amount of any (i) Deposits; (ii) Employer Matching Contributions; (iii) Retirement Contributions; and
(iv) Discretionary Profit Sharing Contributions, “Compensation” shall mean the regular wages (i.e., base pay), overtime, commissions, leave cashouts, and cash incentives paid to an Employee by an Employer for the applicable Plan Year
while a Participant in the Plan, but excluding sign-on bonuses, disability pay, workers compensation, severance pay, service related cash awards, any amounts which constitute tax gross ups of taxable amounts, any amounts deferred under, or
contributed to, a non-qualified deferred compensation plan, and referral awards. 

 In addition, Compensation for
this purpose includes any contributions made by the Employer on behalf of an Employee pursuant to a deferral election under any employee benefit plan containing a cash or deferred arrangement under Code Section 401(k), any amounts that would
have been received as cash but for an election to receive benefits under a cafeteria plan meeting the requirements of Code Section 125, and any election of transportation benefits under a program established pursuant to Code
Section 132(f). 
 With respect to a Period of Military Service, an Employee will be considered to have received the same
rate or level of Compensation during his absence that he was receiving immediately prior to his absence, or if the rate of Compensation is not reasonably certain, on the basis of the Employee’s average rate of Compensation during the twelve
(12) month period immediately preceding such period (or if shorter, the period of employment immediately preceding such period). 
  

	 	(B)	For purposes of the limitations imposed by Section 415 of the Code, the Top-Heavy plan minimum contribution requirements of Section 416 of the Code, and the
determination of Highly Compensated Employees pursuant to Section 414(q) of the Code, “Compensation” means wages within the meaning of Section 3401(a) and all other payments of compensation to an Employee by the Employer (in the
course of the Employer’s trade or business) for which the Employer is required to furnish the Employee a written statement under Code Sections 6041(d), 6051(a)(3) and 6052, but determined without regard to any rules that limit the remuneration
included in wages based on the nature or location of the employment or the services performed (such as the exception for agricultural labor in Code Section 3401(a)(21). 

 Notwithstanding the foregoing, Compensation for this purpose includes an Employee’s elective deferrals under Code
Section 402(g)(3)) and amounts contributed or deferred under Code Section 125, or Code Section 457 at the Employee’s election for purposes of determining who is a Highly Compensated Employee and for purposes of Code
Section 415 limits on benefits, and an Employee’s elective deferrals under Code Section 132(f). 
  

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	 	(C)	For purposes of determining a Participant’s Actual Deferral Percentage used in performing the average deferral percentage nondiscrimination test described in
Section 401(k)(3) of the Code and the Contribution Percentage used in performing the average contribution percentage nondiscrimination test described in Section 401(m)(2) of the Code, “Compensation” shall mean compensation as
defined in Section 414(s) of the Code and the regulations thereunder. 

  

	 	(D)	For purposes of defining “Key Employee” under Section 416 of the Code, “Compensation” shall mean Compensation as defined in Paragraph
(B) paid to the eligible Employee other than compensation in the form of qualified or previously qualified deferred compensation that is currently includible in the gross income of the eligible Employee for Federal income tax purposes. In
addition, for purposes of this Paragraph (D), Compensation shall include amounts withheld from a Participant’s earnings pursuant to a salary reduction agreement entered into by the Participant in accordance with Sections 401(k) or 125 of the
Code. Compensation shall also include amounts withheld from a Participant’s earnings pursuant to a salary reduction agreement entered into by the Participant in accordance with Code Section 132(f). 

  

	 	(E)	Notwithstanding anything herein to the contrary, Compensation shall be limited annually to $205,000 (adjusted in future years as provided under Code section
401(a)(17)). 

  

	1.16	Contribution Percentage 

 The ratio (expressed as a percentage) of the Taxed Deposits and, in the case of a Participant who has not completed a Year of Eligibility Service, the Employer Matching Contributions made under the Plan on behalf of the Participant for the
Plan Year to the Participant’s Compensation for the Plan Year while the Participant is eligible to have Taxed Deposits and, in the case of a Participant who has not completed a Year of Eligibility Service, the Employer Matching Contributions
made on his behalf. 
  

	1.17	Deposit Election 

 The
election made by a Participant authorizing and electing a percentage of his Compensation to be withheld by the Employer and contributed on behalf of the Participant as Tax Deferred Deposits or deducted by the Employer and contributed on behalf of
the Participant as Taxed Deposits. 
  

	1.18	Deposits 

 The amounts
that a Participant elects to contribute or have contributed on his behalf to the Trust pursuant to Article 3, including Tax Deferred Deposits, Taxed Deposits, and Catch-Up Contributions. 
  

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	1.19	Effective Date 

 This
amended and restated Plan is generally effective January 1, 2008. The Plan was originally effective January 24, 1996. 
  

	1.20	Eligibility Computation Period 

 The twelve consecutive month period beginning on the date the Employee is first credited with an Hour of Service and each anniversary thereof, provided, however, that if the Employee is not credited with 1,000 or more Hours of Service in
the first such period, the Eligibility Computation Period shall be the Plan Year beginning with the Plan Year beginning in the first Eligibility Computation Period. 
  

	1.21	Employee 

 Any person who
is receiving compensation for personal services rendered in the employment of the Employer including Leased Employees. Notwithstanding the foregoing, if such Leased Employees constitute less than twenty percent of the Employer’s Nonhighly
compensated work force within the meaning of Section 414(n)(5)(C)(ii) of the Code, the term Employee shall not include those Leased Employees covered by a plan described in Section 414(n)(5) of the Code. 
  

	1.22	Employer 

 The Company and
any subsidiary or affiliated organization which, with the approval of the Board of Directors and subject to such considerations as the Board of Directors may impose, adopts this Plan. Each adopting Employer authorizes the Company and/or the
Company’s Board of Directors, as applicable, to act on its behalf with respect to the Plan in all respects, provided, however, that each adopting Employer may reserve the authority to withdraw from the Plan. 
 In determining Hours of Service for the purposes of determining an Employee’s eligibility to participate in the Plan and the vesting of
benefits, in determining whether an Employee is a Highly Compensated Employee, in determining the special rules on deferral percentage limitations and the special rules for contribution percentage limit-testing, in determining whether the Plan is
Top-Heavy under Section 416 of Code, in determining whether an Employee has terminated employment with each Employer, and in determining the limitations on Annual Additions under Section 415 of the Code, the term “Employer” shall
include any other corporation or other business entity which must be aggregated with the Employer under Section 414(b), (c), (m) or (o) of the Code, but only for such periods of time when the Employer and such other corporation or
other business entity must be aggregated as aforesaid. For purposes of the determination of the limitations on Annual Additions, such definition of “Employer” shall be modified by Section 415(h) of the Code. 
  

	1.23	Employer Matching Contributions 

 The amounts contributed on behalf of a Participant pursuant to Section 4.1. 
  

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	1.24	Employment Commencement Date 

 The date on which an Employee is first credited with an Hour of Service for the performance of duties for an Employer. 
  

	1.25	Entry Date 

 The first day
on which it is administratively practicable to enroll in the Plan an Employee who is eligible under Article 2, which date shall in no case be more than 30 days after the date the Employee first becomes eligible under Article 2. 
  

	1.26	ERISA 

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

	1.27	Excess Aggregate Contributions 

 Taxed Deposits and, in the case of a Participant who has not completed a Year of Eligibility Service, Employer Matching Contributions in excess of the Contribution Percentage limit, as described in Section 401(m)(6)(B) of the Code.

  

	1.28	Excess Contributions 

 Tax
Deferred Deposits in excess of the Actual Deferral Percentage limit, as described in Section 401(k)(8)(B) of the Code. 
  

	1.29	Excess Deferrals 

 Tax
Deferred Deposits in excess of the limits imposed by Section 402(g) of the Code. 
  

	1.30	Forfeiture Account 

 The
account holding unallocated assets representing forfeitures of previously allocated amounts. 
  

	1.31	Highly Compensated Employee 

 Any Employee who performs service for an Employer during the determination year and who, during the look-back year received Compensation (as defined in Section 1.15(B)) from an Employer in excess of $90,000, multiplied by the
Adjustment Factor. The term Highly Compensated Employee also includes Employees who are 5 percent owners at any time during the look-back year or determination year. For this purpose, the determination year shall be the Plan Year. The look-back year
shall be the twelve-month period immediately preceding the determination year. 
  

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	1.32	Hour of Service 

  

	 	(A)	Each hour for which an Employee is directly or indirectly paid or entitled to payment for the performance of duties for an Employer; these hours shall be credited to
the computation period in which the duties are performed, and 

  

	 	(B)	Each hour for which an Employee is directly or indirectly entitled to payment 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, disability, pregnancy, or in connection with adoption of a child, layoff, jury duty, Period of Military Service or leave of absence; except that


  

	 	(1)	not more than five hundred and one (501) Hours of Service shall be credited in each single computation period during which the Employee performs no duties, and


  

	 	(2)	Hours of Service shall not be counted where such payment is made or is due: 

  

	 	(a)	under a plan maintained solely for the purpose of complying with applicable workmen’s compensation, unemployment or disability insurance laws, or


  

	 	(b)	solely to reimburse an Employee for medical or medically-related expenses; (hours credited under this Paragraph (B) shall be credited to the computation period(s)
in which the period during which no duties were performed occurred), and 

  

	 	(C)	Each hour for which back pay, irrespective of payment due to mitigation of damages, is either awarded or agreed to by the Employer; these hours shall be credited to the
computation period(s) to which the award or agreement for back pay pertains rather than to the computation period in which the award, agreement or payment is made; provided, however, that the limits under Paragraph (B) above are applicable and
that an Employee shall not be entitled to additional Hours of Service under this Paragraph (C) for the same Hours of Service credited under Paragraphs (A) or (B) above. 

 Hours of Service hereunder shall be calculated and credited by any method permitted under Department of Labor Regulation Sections
2530.200b-2(b) and (c), which are incorporated by reference hereunder. 
 In the case of Hours of Service to be credited to an
Employee in connection with a period of no more than thirty-one (31) days which extends beyond one computation period, all such Hours of Service may be credited to the first computation period or the second computation period in a manner
applied consistently with respect to all Employees within reasonably defined job classifications. 
  

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 If Hours of Service are not maintained for an Employee, Hours of Service shall be
determined on the assumption that such Employee has completed forty-five (45) Hours of’ Service during each week he is required to be credited with at least one (1) Hour of Service by an Employer. 
 In the case of a Period of Military Service, an Employee shall be deemed to be employed for the average number of Hours of Service per week
for the three month period immediately prior to the Period of Military Service, or if the Employee has worked less than three months, the average number of Hours of Service worked per week for the time employed. 
 Hours of Service shall be credited for a leave of absence that qualifies as FMLA leave under the Family and Medical Leave Act to the extent
required under such Act. 
 For purposes of determining an Employee’s eligibility to participate in the Plan and vesting of
benefits, an Hour of Service shall also include an Hour of Service with a company heretofore or hereafter merged or consolidated or otherwise absorbed by an Employer or all or a substantial part of the assets or business of which have been or shall
be acquired by an Employer, (“Predecessor Company”): 
  

	 	(1)	if the Employer continues to maintain an employee benefit plan of such Predecessor Company (“Predecessor Plan”); 

  

	 	(2)	if, and to the extent, such employment with the Predecessor Company is required to be treated as employment with the Employer under regulations prescribed by the
Secretary of the Treasury; or 

  

	 	(3)	if, and to the extent, provided in Appendix A 

  

	1.33	Investment Fund(s) 

 The
investment fund(s), if any, established pursuant to Section 6.2. 
  

	1.34	Leased Employee 

 Any
person who provides services to the Employer if: (A) such services are provided pursuant to an agreement between the Employer and any other person; (B) such person has performed such services for the Employer (or the Employer and related
persons) on a substantially full-time basis for a period of at least one (1) year; and (C) such services are performed under the primary direction and control of the recipient Employer. 
  

	1.35	Leave of Absence 

 An
absence authorized by the Employer under its standard personnel practices as applied in a uniform and non-discriminatory manner to all persons similarly situated, provided the Employee resumes service with the Employer within the period specified in
the authorization for the Leave of Absence. 
  

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 Except for a Period of Military Service, for purposes of determining an Employee’s date
of Separation from Service and an Employee’s Hours of Service, a Leave of Absence shall not exceed a period of twelve (12) consecutive months. 
  

	1.36	Nonhighly Compensated Employee 

 An Employee who is not a Highly Compensated Employee. 
  

	1.37	Normal Retirement Age 

 An
Employee’s 65th anniversary of birth. 
  

	1.38	One-Year Break in Service 

 An Eligibility Computation Period or Vesting Computation Period in which the Employee is credited with less than five hundred (500) Hours of Service. 
  

	1.39	Participant 

 An Employee
who becomes eligible to participate in the Plan pursuant to Article 2 and who continues to be eligible to participate under the Plan, whether or not he elects to make Deposits. 
  

	1.40	Period of Military Service 

 For an Employee who is either (A) inducted into the Armed Forces of the United States pursuant to 38 U.S.C. §2021, as amended from time to time, or (B) enlists in the Armed Forces of the United States, or enters upon active
duty in the Armed Forces of the United States in response to an order or call to active duty pursuant to 38 U.S.C. §2024, as amended from time to time, the time period spanning induction, training, and service in the Armed Forces and up to his
reemployment date as described in such statute; provided that such Employee (1) leaves the Armed Forces under the conditions or circumstances described in the applicable statute and (2) makes application for reemployment as an Employee
within the time limit prescribed in the applicable statute and is reemployed as an Employee as a result thereof. 
  

	1.41	Personal Accounts 

 The
accounts established and maintained pursuant to Article 5 in which are reflected all Deposits made by or on behalf of a Participant, together with all assets attributable thereto. If the Participant participated in the World Financial Network Plan,
his or her Personal Account shall include a subaccount for Pre-Tax Contributions made under such plan and referred to as the World Financial Network Plan Pre-Tax Savings Account and subaccounts to reflect Tax Deferred Deposits and Taxed Deposits, if
any, made under the Plan on and after January 1, 1998. 
  

	1.42	Plan 

 The Alliance Data
Systems 401(k) and Retirement Savings Plan, as herein set forth, and as it may hereafter be amended from time to time. 
  

 - 9 - 









	1.43	Plan Year 

 The calendar
year. 
  

	1.44	Reemployment Commencement Date 

 The first day following a One-Year Break in Service on which an Employee is credited with an Hour of Service for the performance of duties for an Employer. 
  

	1.45	Retirement Contributions 

 The amounts contributed on behalf of a Participant pursuant to Section 4.5. 
  

	1.46	Rollover Account 

 The
account maintained for a Participant who has made a rollover contribution pursuant to Article 15. 
  

	1.47	Rollover Contribution 

 The contributions received by the Plan from a Participant and maintained in the Rollover Account. 
  

	1.48	Senior Associate 

 A
Participant who has completed either 180 days of uninterrupted service with an Employer or a Year of Eligibility Service, whichever first occurs, as of an Entry Date. 
  

	1.49	Separation from Service 

 The termination by discharge, resignation, death, retirement on or after Normal Retirement Age or Total and Permanent Disability from the service of the Employer, and also a severance from employment with the Employer or an employer in
accordance with Code Section 401(k)(2)(B)(i)(I) and regulations thereunder. 
  

	1.50	Spouse 

 The person to
whom a Participant or a former Participant is legally married, under the laws of the state in which he is domiciled, or if he is domiciled outside the United States, to the extent recognized under the laws of the State of Texas. 
  

	1.51	Tax Deferred Deposits 

 Deposits made under the Plan which were subject to a cash or deferred election under Section 401(k) of the Code and designated as Tax Deferred Deposits pursuant to Section 3.2. 
  

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	1.52	Taxed Deposits 

 A
Participant’s after-tax Deposits made under the Plan and designated as Taxed Deposits pursuant to Section 3.2. 
  

	1.53	Total and Permanent Disability 

 Any Disability for which a Participant qualifies and receives disability insurance benefits under United States Social Security laws. 
  

	1.54	Trust Agreement 

 The
trust agreement between the Company and the Trustee established for the purpose of funding benefits under the Plan. 
  

	1.55	Trust Fund 

 All such
money or other property which is held by the Trustee or custodian pursuant to the terms of the Trust Agreement. 
  

	1.56	Trustee 

 The trustee or
custodian, if any, acting as such pursuant to the Trust Agreement, or any successor or successors to said trustee or custodian, as the case may be. 
  

	1.57	Valuation Date 

 Each
business day in the Plan Year. 
  

	1.58	Vesting Computation Period 

 A Plan Year. 
  

	1.59	World Financial Network Plan 

 The World Financial Network National Bank Savings and Retirement Plan as in effect on December 31, 1997. 
  

	1.60	Year of Eligibility Service 

 An Eligibility Computation Period in which an Employee is credited with at least one thousand (1,000) Hours of Service. An Employee’s Year(s) of Eligibility Service shall include service credited pursuant to Appendix A.

  

	1.61	Year of Vesting Service 

  

	 	(A)	A Vesting Computation Period in which the Employee is credited with five hundred (500) or more Hours of Service. In addition, Year(s) of Vesting Service shall
include service credited pursuant to Appendix A. 

  

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 ARTICLE 2 
 PARTICIPATION 
  

	2.1	Plan Entry Date 

 Each
Employee who was a Participant immediately prior to the Effective Date shall continue as a Participant in this Plan as of the Effective Date, provided such Employee is not ineligible to participate in accordance with Section 2.3. Each other
Employee who satisfies the requirements specified in Section 2.2 shall become a Participant on the Entry Date coincident with or next following the date on which he satisfies such requirements. 
  

	2.2	Participation Requirement(s) 

 Subject to Section 2.3, an Employee who has attained age 21 may become a Participant on any Entry Date that coincides with or follows his or her Employment Commencement Date, provided, however, that any Employee who is classified as a
“seasonal” or “on-call” Employee on the Employer’s payroll system must complete a Year of Eligibility Service and attain age 21 to become a Participant. 
  

	2.3	Ineligible Employee 

 An
Employee who is otherwise eligible to participate in the Plan will not become or continue as an active Participant if: 
  

	 	(A)	He performs services for an Employer solely as a “Leased Employee,” is employed on a temporary basis, or is classified by an Employer as an independent
contractor, regardless of whether any such person is subsequently reclassified as having been a common law employee of an Employer while performing such services; 

  

	 	(B)	He is covered by a collective bargaining agreement that does not expressly provide for participation in the Plan; 

  

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

  

	 	(D)	He is employed by a subsidiary or affiliated company that has not adopted the Plan; or 

  

	 	(E)	He is a United States citizen whose compensation for services is paid by a foreign affiliate of an Employer (within the meaning of Code Section 406), unless the
Employer has entered into an agreement described in Code Section 3121(l) with respect to the payment of Social Security taxes on behalf of the Employee that applies to any other funded plan of deferred compensation (other than a qualified plan
sponsored by the Employer) with respect to the compensation paid by the foreign affiliate. 

  

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	2.4	Enrollment 

 To make
Deposits, an eligible Employee must enroll in accordance with procedures established by the Benefits Administration Committee. 
  

	2.5	Reemployed Participants 

 If a former Participant resumes employment with the Company or any Employer following a Separation from Service, he may rejoin the Plan on the day he resumes employment and shall participate on such date by enrolling in accordance with
procedures established by the Benefits Administration Committee. 
  

	2.6	Reemployed Non-Participants 

 Except as provided in Section 2.8 below, the following provisions will apply to an Employee who terminates employment before becoming a Participant: 
  

	 	(A)	An Employee who terminates employment after meeting the requirements of Section 2.2 and again becomes an Employee will become a Participant on the first Entry Date
following the date of such reemployment, if he is not otherwise excluded from active participation in the Plan. 

  

	 	(B)	An Employee who terminates employment before meeting the requirements of Section 2.2 and who again becomes an Employee will become a Participant on the first Entry
Date following the date in which he meets the requirements of Section 2.2, if he is not otherwise excluded from active participation in the Plan. 

  

	2.7	Change of Status of Participants 

  

	 	(A)	If a Participant secures a Leave of Absence or is temporarily laid off, he shall continue to be a Participant in the Plan, but he shall not be permitted to make any
Deposits under the Plan during such absence or layoff, except as to Compensation previously earned. Such a Participant shall share in any Employer Matching Contribution on the basis of his Tax Deferred Deposits or Taxed Deposits for that part of any
Plan Year during which he was not on a Leave of Absence. On the basis of his Compensation for that part of the Plan Year during which he was not on a Leave of Absence or laid off, he shall share in Retirement Contributions made as of the last day of
such Plan Year provided that on this date he is still on a Leave of Absence or lay-off status. If any Participant on such a Leave of Absence or on temporary layoff does not return to employment at the end of such absence, or layoff, such Participant
shall for the purpose of the Plan be deemed to have Separated from Service at the scheduled end of such absence or at the scheduled end of such layoff, as the case may be, and shall be governed by all provisions of the Plan that would have been
applicable to him if he had then Separated from Service. Leaves of Absence and temporary layoffs shall be governed by personnel procedures as in effect from time to time for the Company or other Employer, as the case may be, as applied by the
Benefits Administration Committee. 

  

 - 13 - 









	 	(B)	Any Participant in the Plan who becomes a participant in any other qualified retirement plan to which the Company or any Employer makes contributions shall be precluded
from making any Deposits or receiving Employer Matching Contributions, Discretionary Profit Sharing Contributions, or Retirement Contributions under the Plan for as long as he is a participant in such other plan. If he ceases to be a participant in
such other plan and is otherwise eligible to participate in the Plan, he may resume making Deposits under the Plan on any subsequent Entry Date by making an election to that effect and shall be eligible to receive Employer Matching Contributions and
Retirement Contributions (based on the Compensation earned while not participating in the other plan) as otherwise provided herein. 

  

	 	(C)	If a Participant shall commence employment with an employer designated by the Benefits Administration Committee for this purpose, assets representing such
Participant’s Account balances in this Plan shall be transferred to the trust forming part of such employer’s qualified defined contribution plan provided that the trust to which such asset transfer is to be made permits such transfer. All
such asset transfers with respect to a Plan Year shall be made as of December 31st of such year and shall be valued as of such date. All such asset transfers shall be subject to Section 13.3 and shall comply with Section 414(l) of the
Code and the regulations thereunder. 

  

	2.8	Breaks in Service 

 If an
Employee who has no nonforfeitable interest in an Accrued Benefit incurs five (5) consecutive One-Year Breaks in Service, his prior Years of Eligibility Service and/or Years of Vesting Service, as applicable, shall be forfeited. 
 ARTICLE 3 
 DEPOSITS 
  

	3.1	Rate of Deposits 

 Subject
to limits imposed by the Code or in the Plan, a Participant shall elect to make Deposits under the Plan by designating the percentage of Compensation (in increments of 1%) he wishes to have contributed to the Trust on his behalf. The minimum
percentage shall be 1% and the maximum percentage shall be set from time to time by the Benefits Administration Committee. 
  

 - 14 - 









	3.2	Type of Deposits 

 A
Participant may elect that the Deposits made under the Plan on his behalf be Tax Deferred Deposits or Taxed Deposits. The Benefits Administration Committee may impose from time to time separate maximum deposit limits on Tax Deferred Deposits and
Taxed Deposits and may apply different maximum deposit limits to different groups of Participants on the basis of their Compensation received in the immediately preceding and/or current Plan Year. The Benefits Administration Committee may, in its
discretion, suspend or limit the percentage of Tax Deferred Deposits or Taxed Deposits elected by any or all Participants who are Highly Compensated Employees to the extent the Committee deems necessary. Any such suspension or limitation may be
imposed at any time during the Plan Year effective on the first day of the month following such imposition and shall continue in effect for as long as the Benefits Administration Committee shall determine. Whenever the limit imposed on either Tax
Deferred Deposits or Taxed Deposits is later increased, the rate(s) of Deposits in effect during the limitation period will remain effective until changed by the Participant. At any time prior to the end of a Plan Year as to Deposits for such Year,
the Benefits Administration Committee may, in its discretion, retroactively change, in whole or in part, the elections made by any or all Participants who are Highly Compensated Employees from Tax Deferred Deposits to Taxed Deposits to the extent
then permitted under the Plan. Such change may be made without prior notice to affected Participants, but only if, and to the extent, the Benefits Administration Committee deems it necessary to comply with requirements of the Code. Recharacterized
Excess Contributions shall be subject to the nonforfeitability requirements and distribution limitations applicable to Tax Deferred Deposits. The Benefits Administration Committee shall be permitted to take any and all actions permitted by
Section 401(k)(8) and 401(m)(6) of the Code and the regulations thereunder in order to have the Plan comply with the actual deferral percentage and contribution percentage requirements of Section 401(k)(3)) and 401(m)(2) of the Code,
respectively, for such Plan Year, to the extent such requirements apply. 
  

	3.3	Change in Deposit Rates 

 At any time after enrollment, a Participant may elect (i) to discontinue Deposits under the Plan, (ii) to increase or decrease his future Deposits to any other percentage then permitted under the Plan or (iii) to change the
percentage of either or both of his Tax Deferred Deposits or Taxed Deposits to any other percentage then permitted under the Plan. Any such election shall be made in accordance with procedures approved by the Benefits Administration Committee and
shall be effective as soon as practicable. 
  

	3.4	Payments to Trust 

 The
Company and each adopting Employer shall forward Deposits to the Trustee as soon as practicable. 
  

	3.5	Annual Limit on Tax Deferred Deposits 

 No Participant shall be permitted to have Tax Deferred Deposits made under this Plan in excess of the dollar limitation contained in Section 402(g) of the Code in effect for such taxable year, except
to the extent permitted under Section 414(v) of the Code, if applicable. The limitation set by this Section applies on an individual basis to all elective deferrals (within the meaning of Section 401(k) of the Code) made by each
Participant during a year under this or any other qualified plan of the Employer. 
 It shall be the responsibility of each
Participant to coordinate his or her salary deferrals as needed to meet this limit in connection with any other plan or plans not sponsored by the Employer. The Benefits Administration Committee will not take account of deferrals made to any other
plan not sponsored by an Employer. 
  

 - 15 - 








 Notwithstanding any other provision of the Plan, the Participant may state a claim for the
return of Excess Deferrals and such Excess Deferrals and the gain or loss allocable thereto shall be distributed if administratively practicable during the calendar year in which such Excess Deferrals are made or the calendar year following the
calendar year in which such Excess Deferrals are made, but no later than the April 15 following the calendar year for which such allocable Excess Deferrals are made. The Participant’s claim shall be in writing; shall be submitted to the
Benefit Administration Committee no later than March 1; shall specify the Participant’s Excess Deferrals for the preceding calendar year; and shall be accompanied by the Participant’s written statement that if such amounts are not
distributed, such Excess Deferrals, when added to amounts deferred under other plans or arrangements described in Sections 401(k), 408(k) or 403(b) of the Code, exceed the limit imposed on the Participant by Section 402(g) of the Code for the
year in which the deferral occurred. If a Participant has Excess Deferrals, taking into account only elective deferrals under the Plan and other plans of the Employer, the Participant is deemed to have notified the Plan of such Excess Deferrals in
accordance with the terms of this paragraph, and such Excess Deferrals shall be distributed, in accordance with the terms of this paragraph. 
 The Excess Deferrals shall be adjusted for gain or loss. The gain or loss allocable to Excess Deferrals for the Participant’s taxable year shall be determined by multiplying the gain or loss
allocable to the Participant’s Tax Deferred Deposits for the taxable year by a fraction, the numerator of which is the Excess Deferrals on behalf of the Participant for the taxable year, and the denominator of which is the sum of (1) the
Participant’s Account attributable to Tax Deferred Deposits as of the beginning of the taxable year, plus (2) the Participant’s Tax Deferred Deposits for the taxable year. 
 Notwithstanding the foregoing, with respect to any taxable year beginning prior to January 1, 2007, no gain or loss shall be allocated
to Excess Deferrals for the period between the end of the taxable year and the date of the corrective distribution. 
 If Excess
Deferrals have previously been distributed within the Plan Year, then the Plan shall offset such distribution from the amount of the Participant’s Excess Contributions to be distributed for such Plan Year. In addition, the amount of Excess
Deferrals that may be distributed for a Participant by the Plan for a Plan Year shall be reduced by the amount of Excess Contributions previously distributed for such Plan Year. 
  

	3.6	Deferral Percentage Limitation 

 Subject to the special rules of Section 3.7, and at such intervals as it shall deem proper, the Benefits Administration Committee shall review the Deposit election of each Participant who has not completed a Year of Eligibility Service
in order to ensure that the Tax Deferred Deposits with respect to such Participants satisfy one of the following tests: 
  

	 	(A)	The Average Actual Deferral Percentage for such Participants who are Highly Compensated Employees for the Plan Year shall not exceed the Average Actual Deferral
Percentage for such Participants who are Nonhighly Compensated Employees for the Plan Year multiplied by 1.25; or 

  

 - 16 - 









	 	(B)	The Average Actual Deferral Percentage for such Participants who are Highly Compensated Employees for the Plan Year shall not exceed the Average Actual Deferral
Percentage for such Participants who are Nonhighly Compensated Employees for the Plan Year multiplied by 2, provided that the Average Actual Deferral Percentage for such Participants who are Highly Compensated Employees does not exceed the Average
Actual Deferral Percentage for such Participants who are Nonhighly Compensated Employees for the Plan Year by more than two (2) percentage points. 

 To the extent required by regulations or other Internal Revenue Service rulings of general applicability, the Average Actual Deferral Percentage for Participants who are Nonhighly Compensated Employees
for the Plan Year shall be adjusted, as required by such regulations or other rulings of general applicability, to reflect a change in the group of eligible Employees under the Plan on account of (i) establishment or amendment of a plan,
(ii) plan merger, consolidation or spin-off, (iii) a change in the way plans are aggregated or separated for purposes of performing the tests described in (A) and (B) above or (iv) any combination of the above. 

 

	3.7	Special Rules on Deferral Percentage Limitations 

  

	 	(A)	For purposes of this Article, the Actual Deferral Percentage for any Participant who is a Highly Compensated Employee for the Plan Year and who is eligible to have Tax
Deferred Deposits allocated to his account under two or more plans or arrangements described in Section 401(k) of the Code that are maintained by an Employer shall be determined as if all such Tax Deferred Deposits were made under a single
arrangement. If a Highly Compensated Employee participates in two or more plans or arrangements described in Section 401(k) of the Code that have different plan years, all such arrangements ending with or within the same calendar year shall be
treated as a single arrangement. 

  

	 	(B)	In the event that this Plan satisfies the requirements of Sections 401(k), 401(a)(4) or 410(b) of the Code only if aggregated with one or more other plans, or if one or
more plans satisfy the requirements of such sections of the Code only if aggregated with this Plan, then this section shall be applied by determining the Actual Deferral Percentage of Employees as if all such plans were a single plan. Plans may be
aggregated in order to satisfy Section 401(k) of the Code only if they have the same plan year, but the Plan may only be aggregated with a plan that uses the “current year” testing method. 

  

	 	(C)	The Plan may be disaggregated into two or more plans or the Plan may be aggregated with one or more other plans, to the extent permitted by Sections 401(k), 401(a)(4)
and 410(b) of the Code and the regulations thereunder. 

  

 - 17 - 









	 	(D)	For purposes of determining a Participant’s Actual Deferral Percentage, Tax Deferred Deposits must be made before the last day of the twelve month period
immediately following the Plan Year to which those contributions relate. 

  

	 	(E)	Excess Annual Additions distributed to Participants in accordance with Section 4.6 shall be disregarded for purposes of applying the tests of Section 3.6.


  

	 	(F)	Excess Deferrals of Nonhighly Compensated Employees shall be disregarded to the extent such Excess Deferrals are prohibited under Code Section 401(a)(30).


  

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

  

	3.8	Adjustment of Deferrals 

  

	 	(A)	In the event the Benefits Administration Committee determines that one of the tests set forth in Section 3.6 is not satisfied at the time of its review hereunder,
or is likely not to be satisfied by the end of the Plan Year, it may require, in accordance with Section 3.2, that one or more Participants adjust their Deposit Election as of the first pay period in the month next following receipt of the test
results, in order that one of the tests set forth in Section 3.6 is thereafter satisfied, or, to the extent permitted by law, the Benefits Administration Committee shall have the power and authority to return all or any part of the Tax Deferred
Deposits of one or more Participants in cash within two and one-half months after the end of the Plan Year but in no instance later than the last day of the Plan Year following the Plan Year for which the Excess Contributions were made, solely to
the extent necessary to satisfy one of the tests set forth in Section 3.6. 

  

	 	(B)	The Excess Contributions shall be adjusted for gain or loss. The gain or loss allocable to Excess Contributions for the Plan Year shall be determined by multiplying the
gain or loss allocable to the Participant’s Tax Deferred Deposits and amounts treated as Tax Deferred Deposits for the Plan Year by a fraction, the numerator of which is the Excess Contributions on behalf of the Participant for the Plan Year
and the denominator of which is the sum of (1) the Participant’s Account attributable to Tax Deferred Deposits and amounts treated as Tax Deferred Deposits as of the beginning of the Plan Year plus (2) the Participant’s Tax
Deferred Deposits and amounts treated as Tax Deferred Deposits for the Plan Year. 

 Notwithstanding the
foregoing, except with respect to the two taxable year period beginning January 1, 2006, no gain or loss shall be allocated to Excess Contributions for the period between the end of the taxable year and the date of the corrective distribution.

  

 - 18 - 









	 	(C)	Any distribution of Excess Contributions for any Plan Year shall be made to Highly Compensated Employees in accordance with Code Section 401(k)(8)(C) and the
rulings and regulations thereunder. If, after performance of the two tests in Section 3.6, the deferral percentage test would still be violated as of the end of the Plan Year, then notwithstanding any other provision hereof, every Tax Deferred
Deposit included in the Actual Deferral Percentage for a Participant who is a Highly Compensated Employee and whose Actual Deferral Percentage is greater than the permitted maximum shall be revoked to the extent necessary to comply with such
deferral percentage limitation of Section 3.6 and the amount of such Tax Deferred Deposits, to the extent revoked, shall constitute an Excess Contribution to be distributed to such Participant (with earnings thereon as calculated in
Section 3.8(B)) no later than the last day of the Plan Year following the Plan Year for which such contribution was made. Excess Contributions are allocated to the Highly Compensated Employees with the largest amounts of Tax Deferred Deposits
(and Employer contributions, as applicable), which are taken into account in calculating the deferral percentage limitation for the Plan Year in which the excess arose, beginning with the Highly Compensated Employee with the largest amount of such
Tax Deferred Deposits (and Employer contributions, as applicable), and continuing in descending order until all Excess Contributions have been allocated. For purposes of the preceding sentence, the “largest” amount is determined after
distribution of any amounts distributed hereunder pursuant to Section 3.5 hereof. 

  

	3.9	Contributions For Periods of Qualified Military Service 

 Notwithstanding any provision of this Plan to the contrary, contributions, benefits, and service credit with respect to “qualified military service,” which shall mean any services in the
uniformed services (as defined in chapter 43 of title 38 of the United States Code) by any individual if such individual is entitled to reemployment rights under such chapter with respect to such service, will be provided in accordance with
Section 414(u) of the Code. 
  

	3.10	Catch-Up Contributions 

 All Participants who are eligible to make elective deferrals under the Plan and who have attained age 50 before the close of the Plan Year shall be eligible to make Catch-Up Contributions in accordance with, and subject to the limitations
of, section 414(v) of the Code. Catch-Up Contributions shall not be taken into account for purposes of the provisions of the Plan implementing the required limitations of sections 402(g) and 415 of the Code. The Plan shall not be treated as failing
to satisfy the provisions of the Plan implementing the requirements of section 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416 of the Code, as applicable, by reason of the making of such Catch-Up Contributions. 
  

 - 19 - 








 ARTICLE 4 
 EMPLOYER CONTRIBUTIONS 
  

	4.1	Employer Matching Contributions 

  

	 	(A)	Each Employer shall contribute an Employer Matching Contribution for its Senior Associates who have elected to make Deposits. The amount of the Employer Matching
Contribution made pursuant to this Section shall be equal to the sum of (i) one hundred percent (100%) of the Deposits made by the Senior Associate up to three percent (3%) of Compensation, and (ii) fifty percent (50%) of
the Deposits made by the Senior Associate that exceed three percent (3%), up to a maximum of five percent (5%) of Compensation. For this purpose, Compensation shall mean the Compensation used to determine the contributions made by, or on behalf
of, the Senior Associate for the same period. If a Senior Associate makes Tax Deferred Deposits, Catch-Up Contributions, and/or Taxed Deposits in a pay period, Tax Deferred Deposits shall be matched first, Catch-Up Contributions next, and Taxed
Deposits last. 

  

	 	(B)	All Employer Matching Contributions shall be made in cash and invested in accordance with the provisions of Article 6 and shall be made in cash.


  

	 	(C)	Employer Matching Contributions shall be nonforfeitable when made and shall be subject to the same distribution requirements as Tax Deferred Deposits, except that such
contributions may not be distributed as a hardship withdrawal. 

  

	 	(D)	For purposes of this Section, the amount of the Employer Matching Contribution to be allocated to a Participant initially shall be determined for each separate pay
period, based solely on the Compensation, Tax Deferred Deposits, Catch-up Contributions, and Taxed Deposits of the Participant in that pay period. Then, as of the end of the Plan Year, the Participant may become eligible for an additional allocation
of Employer Matching Contributions, based on the Participant’s Compensation, Tax Deferred Deposits, Catch-up Contributions, and Taxed Deposits in that Plan Year. 

  

	4.2	Percentage Limitation on Taxed Deposits 

 At such intervals as it shall deem proper, the Benefits Administration Committee shall review the Taxed Deposits and, in the case of a Participant who has not completed a Year of Eligibility Service, the
Employer Matching Contributions made for Participants in order to ensure that such contributions satisfy one of the following tests: 
  

	 	(A)	The Average Contribution Percentage for Participants who are Highly Compensated Employees for the Plan Year shall not exceed the Average Contribution Percentage for
Participants who are Nonhighly Compensated Employees for the Plan Year multiplied by 1.25; or 

  

	 	(B)	The Average Contribution Percentage for Participants who are Highly Compensated Employees for the Plan Year shall not exceed the Average Contribution Percentage for
Participants who are Nonhighly Compensated Employees for the Plan Year multiplied by 2, provided that the Average Contribution Percentage for Participants who are Highly Compensated Employees does not exceed the Average Contribution Percentage for
Participants who are Nonhighly Compensated Employees for the Plan Year by more than two (2) percentage points. 

  

 - 20 - 








 To the extent required by regulations or other Internal Revenue Service rulings of general
applicability, the Average Contribution Percentage for Participants who are Nonhighly Compensated Employees for the Plan Year shall be adjusted, as required by such regulations or other rulings of general applicability, to reflect a change in the
group of eligible Employees under the Plan on account of (i) establishment or amendment of a plan, (ii) plan merger, consolidation or spin-off, (iii) a change in the way plans are aggregated or separated for purposes of performing the
tests described in (A) and (B) above or (iv) any combination of the above. 
  

	4.3	Special Rules for Contribution Percentage Limit Testing 

  

	 	(A)	The Plan may be disaggregated into two or more plans or the Plan may be aggregated with one or more other plans, to the extent permitted by Sections 401(m), 401(a)(4)
and 410(b) of the Code and the regulations thereunder. 

  

	 	(B)	Excess Annual Additions distributed to Participants in accordance with Section 4.6 shall be disregarded in applying the tests of Section 4.2.


  

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

  

	4.4	Adjustments To Excess Aggregate Contributions 

  

	 	(A)	Excess Aggregate Contributions, plus any gain and minus any loss allocable thereto, shall be forfeited, if forfeitable, or if not forfeitable, shall be distributed in
cash to Highly Compensated Employees within two and one-half months after the end of the Plan Year but in no instance later than the last day of the Plan Year following the Plan Year for which the Excess Aggregate Contributions were made.


  

	 	(B)	The Excess Aggregate Contributions shall be adjusted for gain or loss. The gain or loss allocable to Excess Aggregate Contributions for the Plan Year shall be
determined by multiplying the gain or loss allocable to the Participant’s Taxed Deposits for the Plan Year by a fraction, the numerator of which is the Excess Aggregate Contributions on behalf of the Participant for the Plan Year and the
denominator of which is the sum of (1) the Participant’s Account attributable to Taxed Deposits as of the beginning of the Plan Year plus (2) the Participant’s Taxed Deposits for the Plan Year. 

 Notwithstanding the foregoing, except with respect to the two taxable year period beginning January 1, 2006, no gain or loss shall be
allocated to Excess Aggregate Contributions for the period between the end of the taxable year and the date of the corrective distribution. 
  

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	 	(C)	Any distribution of Excess Aggregate Contributions for any Plan Year shall be made to Highly Compensated Employees in accordance with Code Section 401(m)(6)(C) and
the rulings and regulations thereunder. If, after performance of the percentage limitation in Section 4.2, the contribution percentage test would still be violated as of the end of the Plan Year, then notwithstanding any other provision hereof,
every Employer Matching Contribution and Taxed Deposit included in the Average Contribution Percentage for a Highly Compensated Participant whose Average Contribution Percentage is greater than the permitted maximum shall automatically be revoked to
the extent necessary to comply with such contribution percentage test of Section 4.2 and the amount of such contribution, to the extent revoked, shall constitute an Excess Aggregate Contribution to be distributed to such Participant (with
earnings thereon as calculated in Section 4.4(B)) or forfeited, if applicable, no later than the last day of the Plan Year following the Plan Year for which such contribution was made. Excess Aggregate Contributions are allocated to the Highly
Compensated Employees with the largest amounts of Employer Matching Contributions and Taxed Deposits (and Employer contributions, as applicable), taken into account in calculating the contribution percentage test for the Plan Year in which the
excess arose, beginning with the Highly Compensated Employee with the largest amount of such Employer Matching Contributions and Taxed Deposits (and Employer contributions, as applicable), and continuing in descending order until all excess
Aggregate Contributions have been allocated. For purposes of the preceding sentence, the “largest amount” is determined after first determining required distributions under Section 3.5 hereof, and then determining Excess Contributions
under Section 3.8(C). 

  

	4.5	Retirement Contributions 

  

	 	(A)	For the Plan Year beginning on January 1, 2003, each Employer shall make, on behalf of its Employees who are Participants eligible to share hereunder and subject
to the otherwise applicable limitations of the Plan, a nondiscretionary Retirement Contribution. The Retirement Contribution made on behalf of a Participant who is eligible to share in the Retirement Contribution hereunder shall be equal to the sum
of such Participant’s Allocable Points as of the last day of the Plan Year multiplied by such Participant’s Compensation for the Plan Year and divided by one hundred. Allocable Points shall be determined in accordance with Tab A set forth
below. To be eligible to share in the Retirement Contribution provided by this Section, the Participant either must not have Separated from Service during the Plan Year or must have Separated from Service in such Plan Year by reason of death, Total
and Permanent Disability or retirement on or after Normal Retirement Age. 

  

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 TABLE A 
 ALLOCABLE POINTS 
  

			
	 Participant’s
       Age
	  	Allocable
Points
	    40-44
	  	1
	    45-49
	  	2
	    50-54
	  	3
	    55-59
	  	4
	 60 and up
	  	5
		  	
		  	

  

			
	    Participant’s
       Years of
 Vesting
Service
	  	Allocable
Points
	       0-9	  	1
	     10-14	  	2
	     15-19	  	3
	     20-24	  	4
	     25-29	  	5
	    30 - 34	  	6
	  35 and up	  	7

 For purposes of Table A, “Age”
is the Participant’s age at last birthday on the applicable Allocation Date. Further, for purposes of Table A, a Participant’s Years of Vesting Service will be equal to his full Years of Vesting Service completed as of the applicable
Allocation Date. 
 “Allocation Date” means December 31, 2003 or, for the allocation provided under Subsection
(E), December 31, 2004. 
  

	 	(B)	In the event the allocation of Retirement Contributions would result in a discriminatory allocation in violation of Treasury Regulation 1.401(a)(4)-1(b), or any other
applicable tax qualification requirement, the Benefits Administration Committee shall reduce, in any manner it determines in its discretion to be equitable, the amount of Retirement Contributions which would otherwise be allocated to Participants
who are Highly Compensated Employees for such Plan Year, in order to satisfy such requirements. 

  

	 	(C)	All Retirement Contributions shall be made in cash and invested in accordance with the provisions of Article 6. 

  

	 	(D)	All Retirement Contributions shall be conditioned on their deductibility under Section 404 of the Code. Retirement Contributions shall be made when directed by the
Board of Directors, but not later than the time prescribed by law, including extensions, for filing the income tax return of the Employer for the Employer’s taxable year for which such contributions are deductible. 

  

	 	(E)	For the Plan Year beginning January 1, 2004, a Retirement Contribution determined as provided above, reduced, but not below zero, by the amount, if any of the
Discretionary Profit Sharing Contribution allocated to a Participant, shall be made to each Participant who satisfies each of the following conditions: (i) the Participant was a Participant on December 31, 2003, (ii) the Participant
remained an Employee continuously from that date through and including December 31, 2004, and (iii) the Participant was never a Highly Compensated Employee during that Plan Year. 

  

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	 	(F)	No Retirement Contribution shall be made for any Plan Year beginning on or after January 1, 2005. 

  

	4.6	Overall Limitation on Annual Additions 

 Any other provision of this Plan notwithstanding, in no event shall the total amount allocated to a Participant’s Account under the Plan for any Limitation Year, exceed the limitations imposed under
Code Section 415, the provisions of which are incorporated into the Plan by reference. For this purpose, the Limitation Year shall be the Plan Year. 
 If, as a result of the allocation of forfeitures, a reasonable error in estimating a Participant’s annual Compensation, a reasonable error in determining the amount of Tax Deferred Deposits that may
be made with respect to any individual under the limits of Code Section 415, or under other limited facts and circumstances that the Commissioner finds justifies this method of allocation, the Annual Addition for a particular Participant would
cause the limitations of Code Section 415 applicable to that Participant for the Limitation Year to be exceeded, the excess amounts shall not be deemed an Annual Addition in that Limitation Year and for contributions other than Tax Deferred
Deposits and/or Taxed Deposits, such contributions shall be withheld or taken from a Participant’s Account and held in a suspense account to be used to reduce future contributions for the Participant (or, if the Participant ceases to be an
Employee, for remaining active Participants) in succeeding Limitation Years, as necessary, and, for Tax Deferred Deposits and/or Taxed Deposits, such Deposits (together with allocable income) shall be distributed to the Participant. 
  

	4.7	Timing of Employer Contributions 

 The Employer shall forward Employer Matching Contributions, Retirement Contributions, and Discretionary Profit Sharing Contributions to the Trustee for investment in the Trust Fund at such times as the Employer shall determine, but not
later than the time prescribed by law, including extensions, for filing the income tax return of the Employer for the Employer’s taxable year for which such contributions are deductible. 
  

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	4.8	Discretionary Profit Sharing Contributions 

 The Board of Directors may, in its sole discretion, authorize a supplemental contribution to be made by each Employer on behalf of its Employees who are eligible to share in such contribution, as
hereinafter provided. By way of example and not limitation, eligibility may be limited to Participants’ employed in a particular line of business. The Contribution shall be referred to as a Discretionary Profit Sharing Contribution and shall be
allocated to each eligible Participant who has not Separated from Service on or before the last day of the Plan Year with respect to which the Discretionary Profit Sharing Contribution is declared or who had Separated from Service in such Plan Year
by reason of death, Total and Permanent Disability or retirement on or after Normal Retirement Age. The Board of Directors shall normally determine the amount of the Discretionary Profit Sharing Contribution, if any, after it has reviewed the
Company’s financial performance for the Plan Year; and Participants shall be informed of the amount of the contribution prior to the date of allocation. The Discretionary Profit Sharing Contribution shall satisfy all applicable requirements of
the Code, shall be conditioned on its immediate deductibility under Code Section 404, and, subject to the overall permitted disparity limits described below, shall be allocated to the eligible Participants’ Accounts as follows: 

STEP ONE: The Discretionary Profit Sharing Contribution shall be allocated to each eligible Participant’s Account in the ratio that
the sum of each Participant’s Compensation and Compensation in excess of the taxable wage base in effect under section 230 of the Social Security Act at the beginning of the Plan Year (the “TWB”) bears to the sum of all
Participants’ Compensation and Compensation in excess of the TWB, but not in excess of the Maximum Excess Allowance. For this purpose, the Maximum Excess Allowance shall be exceeded to the extent that the percentage of Compensation which is
contributed with respect to that portion of each Participant’s Compensation in excess of the TWB (the “excess contribution percentage”) exceeds the percentage of Compensation contributed with respect to that portion of each
Participant’s Compensation not in excess of the TWB (the “base contribution percentage”), by the lesser of (A) the base contribution percentage, or (B) the greater of (i) 5.7 percentage points, or (ii) the
percentage equal to the portion of the rate of tax under Code section 3111(a) (in effect as of the beginning of the year) which is attributable to old age insurance. 
 STEP TWO: Any remaining Discretionary Profit Sharing Contribution shall be allocated to each Participant’s account in the ratio that each Participant’s Compensation for the Plan Year bears to
all Participants’ Compensation that year. 
 Overall Permitted Disparity Limits 
 Annual overall permitted disparity limit: Notwithstanding the preceding paragraphs, for any Plan Year a Discretionary Profit Sharing
Contribution is allocated to any Participant who benefits under another qualified plan or simplified employee pension, as defined in § 408(k) of the Code, maintained by the Employer that provides for permitted disparity (or imputes disparity),
the contribution will be allocated to the account of such Participant in the ratio that such Participant’s total Compensation bears to the total Compensation of all Participants. 
 Cumulative permitted disparity limit: The cumulative permitted disparity limit for a Participant is 35 total cumulative permitted disparity
years. Total cumulative permitted years means the number of years credited to the Participant for allocation or accrual purposes under this Plan, any other qualified plan or simplified employee pension plan (whether or not terminated) ever
maintained by the Employer. For purposes of determining the Participant’s cumulative permitted disparity limit, all years ending in the same calendar year are treated as the same year. However, a Participant who has not benefited under a
defined benefit plan or a target benefit plan maintained by the Employer for any Plan Year beginning on or after January 1, 1994, has no cumulative permitted disparity limit. 
  

	4.9	Qualified Non-Elective Contributions 

 The Company and each Employer may make additional discretionary contributions (hereinafter “Qualified Non-Elective Contributions”) allocable to Nonhighly Compensated Employees for purposes of
ensuring that the Plan satisfies the applicable requirements of Code sections 401(k)(3) and 401(m)(3). Any such contributions shall satisfy the applicable requirements of Treas. Reg. Section 1.401(k)-1 and Treas. Reg. Section 1.401(m)-1,
the provisions of which are incorporated by reference for this purpose. 
  

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 ARTICLE 5 
 PARTICIPANTS’ ACCOUNTS AND INVESTMENT ELECTIONS 
  

	5.1	Separate Accounts 

 The
Benefits Administration Committee shall maintain, or cause to be maintained, a separate account for each Participant which shall consist of his Personal Account, Company Account and Rollover Account, if any. A Participant’s Personal Account
shall have separate subaccounts for amounts attributable to Tax Deferred Deposits, Taxed Deposits, and Catch-Up Contributions. A Participant’s Company Account shall have separate subaccounts for amounts attributable to Employer Matching
Contributions, Retirement Contributions, and Discretionary Profit Sharing Contributions. A Participant’s Company and Personal Accounts shall have, if applicable, separate subaccounts for amounts accumulated under plans merged into the Plan.
Each such account and subaccount will be considered a subaccount of the Participant’s Account. 
  

	5.2	Valuation of Funds 

 There
shall be determined as of each Valuation Date the fair market value of all assets held in the Trust Fund. Such valuation shall be determined in accordance with the principles of Section 3(26) of ERISA and the regulations thereunder and shall
give effect to brokerage fees, transfer taxes, contributions, earnings, gains and losses, forfeitures, expenses, disbursements, and all other transactions during the valuation period since the preceding Valuation Date. 
 In making such determinations and in crediting net appreciation or depreciation and all other applicable adjustments to a Participant’s
Account, the Benefits Administration Committee may employ such accounting methods as the Benefits Administration Committee may deem appropriate in order to fairly reflect the fair market value of the Plan assets and each Participants’ Account.
If Investment Funds are established, the valuation of a Participant’s individual Account shall reflect such Participant’s investment elections. For this purpose, the Benefits Administration Committee may rely upon information provided by
the Trustee, the investment manager, or other persons believed by the Benefits Administration Committee to be competent. 
  

	5.3	Investment Election 

 If
Investment Funds are established, a Participant shall make an investment election which shall cover his Deposits, Rollover Contributions, and Company Contributions. The investment election shall be for a percentage amount, in one percent
(1%) increments, to be invested in one or more of the Investment Funds. 
  

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 Each Participant is solely responsible for the selection of his investment options. The
Trustee, the Investment Committee, the Benefits Administration Committee, the Employer and the officers, supervisors and other employees of the Employer are not empowered to advise a Participant as to the manner in which his Account shall be
invested. The fact that an Investment Fund is available to a Participant for investment under the Plan shall not be construed as a recommendation for investment in that Investment Fund. In the event no election is made by a Participant, amounts
available for election will be invested in the Investment Fund selected by the Investment Committee for this purpose. 
  

	5.4	Timing of Investment Election 

 The investment election must be made prior to the commencement of an Employee’s participation in the Plan or at such other time as the Benefits Administration Committee shall establish and apply on a uniform basis. Any such election
may be changed at such time and as frequently as shall be permitted by procedures established and applied by the Benefits Administration Committee on a uniform basis. Each such election or change in election shall be effective with respect to
Deposits and Employer Matching Contributions made from or with respect to Compensation payable on the next payroll processing date after election by the Employee in accordance with procedures established by the Benefit Administration Committee and
with respect to future Retirement Contributions and Discretionary Profit Sharing Contributions. 
  

	5.5	Transfer Between Investment Funds 

 A Participant may elect to transfer an amount equal to the value of all or part of his Account invested in any one or more of the Investment Funds to another one or more of such Investment Funds. Any such election shall be made in
accordance with procedures established and applied by the Benefits Administration Committee on a uniform basis. Except as otherwise established pursuant to Section 5.6 below, the value of amounts transferred shall be determined as of the
Valuation Date which is coincident with or next following the date of receipt of the Participant’s election to transfer made in accordance with procedures established by the Benefits Administration Committee. 
  

	5.6	Special Valuation Date 

 If as a result of a transfer notice the Trustee executes investment elections on a date later than the otherwise applicable Valuation Date, the Benefits Administration Committee may establish an appropriate Valuation Date or Dates uniformly
for similarly situated Participants in a manner which it deems appropriate to assure the equitable treatment of all Participants, those electing transfers as well as those having amounts in the Investment Funds from or to which the transfers are
made. 
  

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 ARTICLE 6 
 TRUST AGREEMENT 
  

	6.1	Trust Agreement 

  

	 	(A)	The Company has entered or will enter into a Trust Agreement which shall be a part of the Plan. All contributions made pursuant to the provisions of the Plan shall be
paid into the Trust Fund. All such payments and increments thereon shall be held and disbursed in accordance with the provisions of the Plan and Trust Agreement, as each shall be applicable under the circumstances. No person shall have any interest
in, or right to, any part of the funds so held, except as expressly provided in the Plan or Trust Agreement. 

  

	 	(B)	The Trustee shall have the exclusive authority and discretion to invest, manage and control the assets of the Plan, except to the extent that Participants have been
given authority to direct their Accounts, to the extent the Investment Committee has allocated the authority to manage Plan assets to one or more investment managers (within the meaning of Section 3(38) of ERISA), or to the extent that the
Investment Committee has given the Trustee direction with regard to the investment of Plan assets. Any investment manager appointed by the Investment Committee shall have the exclusive authority to manage, including the power to direct the
acquisition and disposition of, the Plan assets assigned to it by the Investment Committee. 

  

	6.2	Establishment of Investment Fund(s) 

 The Trustee, at the direction of the Investment Committee, shall establish one or more Investment Funds having such investment objectives as may be ascribed to each such fund by the Investment Committee.
The Trustee shall establish and maintain an Investment Fund for the purpose of allowing investment in common stock of the Company (herein referred to as the “ADS Stock Fund”). 
  

	6.3	Voting and Tender of Shares 

 Consistent with ERISA Section 404(c), the following shall apply with respect to the investment by Participants and Beneficiaries in Company securities: 
 (1) Information provided to shareholders of such Company securities shall be provided to Participants and Beneficiaries with accounts holding such securities. 
 (2) Voting, tender and similar rights with respect to Company securities shall be passed through to Participants and Beneficiaries with
accounts holding such securities. The Trustee shall vote or tender or take other similar action with respect to such shares solely in accordance with instructions furnished to it by each Participant or Beneficiary, in accordance with such procedures
as are generally made available to shareholders. Shares, including fractional shares, for which instructions are not received by the Trustee shall not be voted or tendered. 
 (3) Information relating to the purchase, holding, and sale of Company securities, and the exercise of voting, tender and similar rights
with respect to such securities, by Participants and Beneficiaries, shall be maintained in accordance with procedures which are designed to safeguard the confidentiality of such information, except to the extent necessary to comply with Federal laws
or state laws not preempted by ERISA. 
  

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 (4) The General Counsel of the Company shall be the fiduciary who is responsible for
(i) ensuring that any procedures used are sufficient to safeguard the confidentiality of the information described in paragraph 3, (ii) such procedures are being followed, and (iii) the independent fiduciary required by paragraph (5),
below, is appointed when necessary. 
 (5) An independent fiduciary shall be appointed to carry out activities relating to any
situations which the fiduciary designated in accordance with paragraph (4), above, determines involve a potential for undue Employer influence upon Participants and Beneficiaries with regard to the direct or indirect exercise of shareholder rights.

  

	6.4	Assumption of Risk by Participant 

 Each Participant (or Beneficiary) assumes the risk in connection with any decrease in value of his separate Account, and there shall be no liability under the Plan to a Participant in excess of the value of the assets in his Account.

 ARTICLE 7 
 DEATH BENEFITS AND BENEFICIARY DESIGNATIONS 
  

	7.1	Death Benefits 

  

	 	(A)	When a Participant has a Separation from Service by reason of death or dies after Separation from Service but before receiving benefits, the benefits shall be payable
to the Beneficiary determined pursuant to Section 7.2. 

  

	 	(B)	The payment of benefits shall be in lump sum payment and shall be made as soon as practicable after the Benefits Administration Committee receives a completed
application that includes proof of the Participant’s death. 

  

	 	(C)	In no event, however, shall the payment of such benefits to a Beneficiary be made later than the date permitted under Section 401(a)(9) of the Code.


  

	7.2	Designation of Beneficiary 

 A Participant, including one who has Separated from Service but has not received a distribution of his Plan benefits, may designate one or more Beneficiaries and one or more contingent Beneficiaries to receive upon his death a distribution
of his Plan benefits in such proportion as such Participant designates. If, however, such a Participant is married on the date of his death, his Beneficiary shall be his Spouse unless a different Beneficiary designation was consented to by his
Spouse. Such consent by the Participant’s Spouse must be in writing, be irrevocable, and given prior to the Participant’s death. Such consent must acknowledge the effect of the Participant’s Beneficiary designation, specify the
identity of the non-Spouse Beneficiary, including contingent Beneficiaries, if any, and the consent must be witnessed by a Plan representative or notary public. A Participant’s Spouse must again consent, in accordance with the requirements
applicable to the original consent, to any change in Beneficiary designation unless the original consent acknowledged that the Participant had the ongoing consent of his Spouse to make any such change. Upon a legal separation or dissolution of the
marriage of a Participant, any designation of the Participant’s former spouse as a Beneficiary, except as explicitly provided in a Qualified Domestic Relations Order, shall be treated as though the Participant’s former spouse had
predeceased the Participant unless, subsequent to the divorce or legal separation, the Participant executes another Beneficiary designation that complies with the Plan and that clearly names such former spouse as a Beneficiary. 
  

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 Any consent by his Spouse shall be valid and effective only with respect to that Spouse. The
consent of a Participant’s Spouse shall not be required if (A) the Participant establishes to the satisfaction of the Benefits Administration Committee that consent cannot be obtained because the Spouse cannot be located or that there is
no Spouse, or (B) the Participant and Spouse are legally separated or the Participant has been abandoned (within the meaning of local law) and the Participant has a court order to that effect; provided, however, that spousal consent in
(B) above is required if required by a Qualified Domestic Relations Order. If the Spouse is legally incompetent to give consent, the Spouse’s legal guardian (even if the guardian is the Participant) may give consent. If (1) an
unmarried Participant fails to make a Beneficiary designation, or (2) there is some doubt or ambiguity as to the right to payment of any Beneficiary designated by the Participant, the Benefits Administration Committee shall direct the Trustee
to pay the benefits otherwise distributable to the Participant’s estate. In the event (1) all Beneficiaries predecease a Participant or die within 30 days after the Participant’s death, or (2) there are two or more Beneficiaries,
and one or more predeceases the other(s), the Benefits Administration Committee shall direct the Trustee to divide the remaining benefit equally between the remaining surviving Beneficiaries, or if none, to the Participant’s estate. 

ARTICLE 8 
 VESTING AND TERMINATION OF EMPLOYMENT 
  

	8.1	Vesting in Personal Account and Rollover Account 

 A Participant shall at all times have a one hundred percent (100%) vested and nonforfeitable interest in his Personal Account and Rollover Account, if any. 
  

	8.2	Vesting in Company Account 

 Employer Matching Contributions made with respect to periods after January 1, 2004, shall be nonforfeitable. Subject to Section 8.3, a Participant shall have a vested and nonforfeitable right in his Company Account attributable to
Employer Matching Contributions made with respect to periods prior to January 1, 2004, and any earnings or losses attributable thereto, in accordance with the following schedule: 
  

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

  

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 Effective January 1, 2007, a Participant whose employment is terminated prior to
attainment of his Normal Retirement Age (and for any reason other than death or Total and Permanent Disability), shall have a vested and nonforfeitable right in his Company Account attributable to Retirement Contributions and Discretionary Profit
Sharing Contributions, and any earnings or losses attributable thereto, in accordance with the following schedule: 
  

			
	 Years of Vesting Service
	  	Percentage Vested
	 Less than 3
	  	0%
	 3 or more
	  	100%

 Any amount remaining
in a Participant’s Company Account after his nonforfeitable percentage is determined upon his Separation from Service shall be forfeited by him as provided in Section 8.5. The forfeited amounts shall be held in the Forfeiture Account.

  

	8.3	Vesting After Specified Events 

 Notwithstanding his Years of Vesting Service, a Participant who attains his Normal Retirement Age while in the service of an Employer shall be 100% vested in the balance in his Company Account. Moreover, if a Participant shall Separate from
Service (1) because of Total and Permanent Disability, (2) because of death, or (3) because of the discontinuance (through no fault of his own) of the operation of a unit of an Employer in which he was employed or of the particular
work in which he was engaged, as determined in its discretion by the Benefits Administration Committee, such Participant shall be 100% vested in the balance in his Company Account. 
  

	8.4	Distributions With Less Than 100% Vesting 

 If a Participant who is less than one hundred percent (100%) vested in his Company Account receives a distribution from such Company Account following termination of employment, then his vested
interest in such Account upon reemployment prior to incurring five (5) consecutive One-Year Breaks in Service shall be equal to P(AB + R x D)) - R x D) where: 
 P is the vested percentage at the time at which the Participant’s vested interest cannot increase; 
 AB is the account balance of the Company Account determined at the time at which the Participant’s vested interest cannot increase; 
 D is the amount of the distribution; and 
  

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 R is the ratio of the account balance of the Company Account determined at the time
at which the Participant’s vested interest cannot increase to such account balance determined after the distribution. 
  

	8.5	Forfeitures 

 If a
Participant’s employment is terminated, any portion of his Company Account in which the Participant does not have a nonforfeitable interest shall be forfeited as of the earlier of (i) the date he receives a distribution of any portion of
his vested Accrued Benefit, or (ii) the first date he incurs five (5) consecutive One-Year Breaks in Service. If a Participant’s employment terminates at a time when he has no vested interest in any portion of his Accrued Benefit, the
Participant shall be deemed to have received a distribution of his entire Account balance upon his termination of employment. 
 If a Participant incurs a forfeiture under the preceding paragraph and again becomes an Employee prior to incurring five (5) consecutive One-Year Breaks in Service, the Employer shall reinstate (as of the Participant’s
Reemployment Commencement Date), the dollar amount of his Company Account forfeited, unadjusted for any gains or losses which occurred during said One-Year Breaks in Service. However, in the case of a Participant who received an actual distribution
upon termination, the amounts forfeited will be reinstated only upon satisfaction of the following conditions: 
  

	 	(1)	the Participant repays to the Plan the full amount of the distribution previously made to him, and 

  

	 	(2)	the repayment is effected within five (5) years of the date on which he is credited with an Hour of Service for the performance of duties for an Employer.


 The amount required to reinstate a forfeited Company Account shall be paid from the Forfeiture Account to the
extent such Account is sufficient. To the extent the available forfeitures are insufficient to fully reinstate Participants’ previously nonvested amounts, the Employer will make an additional contribution to the Plan sufficient to fully
reinstate such amounts. 
  

	8.6	Distribution of Vested Benefits 

 Benefits payable in the case of a Participant whose employment is terminated shall be paid in accordance with Article 7 in the case of death, or Article 9 in the case of a Participant who retires or otherwise terminates employment with a
vested benefit. 
  

	8.7	Forfeiture Account 

 The
Trustee or its delegate shall establish and maintain in the Trust a Forfeiture Account for purposes of holding and investing amounts formerly allocated to individual Accounts of Participants but forfeited pursuant to this Article. All amounts
credited to the Forfeiture Account shall be invested in an Investment Fund that emphasizes preservation of principal. 
  

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 The Benefits Administration Committee may, in its discretion, apply amounts held in the
Forfeiture Account (A) to restore amounts previously forfeited by Participants but required to be reinstated upon resumption of employment, (B) to pay Plan expenses, to the extent not paid by an Employer, (C) to correct an error made
or resolve a claim filed under the Plan, or (D) to reduce any Employer contribution for the current or next succeeding Plan Year. 
  

	8.8	Service Upon Reemployment 

 Except as provided in Section 2.8, if a Participant has a Separation from Service and again becomes an Employee, his Years of Vesting Service completed before his reemployment will be included in determining his vested and
nonforfeitable interest in his pre-break and post-break balances in his Company Accounts after he again becomes an Employee. 
 Except as provided in Section 2.8, if an Employee terminates employment before becoming a Participant and again becomes an Employee, he will receive credit for his prior Years of Vesting Service and Years of Eligibility Service.

 ARTICLE 9 
 DISTRIBUTION OF BENEFITS 
  

	9.1	Vested Benefits 

  

	 	(A)	A Participant who has a Separation from Service shall be entitled to a benefit equal to the vested interest in the balance in his Personal and Company Accounts
determined pursuant to Article 8. 

  

	 	(B)	Pursuant to the operation of Section 4.1, Section 4.5 and/or Section 4.8, a Participant may be entitled to receive an additional allocation after
Separation from Service. The Participant’s vested interest in such amount shall be subject to distribution pursuant to this Article 9 as of the Valuation Date coincident with or next following the Allocation Date as of which such amount is
allocated to the Participant’s Account. 

  

	 	(C)	A Participant who is 100% vested in his Company Account pursuant to Article 8 on his Separation from Service (or the surviving Spouse of such Participant) and who has
not given written consent to a distribution of benefits may elect a distribution from the Plan of all or any portion of his Account at any time. A Participant who is less than 100% vested in his Company Account pursuant to Article 8 on his
Separation from Service (or the surviving Spouse of such Participant) may elect to receive a complete distribution of his Vested Account at any time or may receive a partial distribution of his vested Account to the extent provided in
Section 10.3 and Section 10.4. Each distribution request is to be made in accordance with procedures and rules promulgated by the Benefits Administration Committee. All such withdrawal requests are subject to the approval of the Benefits
Administration Committee. 

  

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 A withdrawal hereunder shall be made from the sources in the Account in the order determined
by the Benefits Administration Committee. 
  

	9.2	Valuation Date 

  

	 	(A)	For purposes of distributions, the value of a Participant’s Account shall be determined on the Valuation Date following authorization of the distribution of such
Account or a portion thereof by the Benefits Administration Committee. 

 The payment of a Participant’s
distribution shall be made as soon as practicable after such Valuation Date in the form of a lump-sum payment in cash. Notwithstanding the foregoing, a Participant who elects to invest a portion of his account in the ADS Stock Fund, may elect that
all or a portion of his Account be distributed in shares of common stock of the Company; provided, however, that the value of any fractional shares shall be distributed in cash. 
  

	 	(B)	Except as otherwise provided in Section 9.3 hereof, or unless a Participant otherwise elects, in no event shall the payment of benefits to a Participant who has a
Separation from Service begin later than the 60th day after the latest of the close of the Plan Year in which (1) the Participant attains Normal Retirement Age, (2) occurs the 10th anniversary of the year in which the Participant commenced
participation in the Plan or (3) occurs the Participant’s Separation from Service. 

  

	9.3	Consent to Distribution of Benefits 

 The benefits payable to a Participant who has a Separation from Service other than because of death shall not be distributed unless the Participant first gives written consent to such distribution. Such
written consent shall be provided by the Participant on a form required by the plan administrator. However, such consent shall not be necessary if the value of the Participant’s vested benefits is $1,000 or less, determined without taking into
account the value of the Participant’s Rollover Account. In that case, the Benefits Administration Committee shall direct the Trustee to cause the entire vested benefit to be paid to such Participant (or the Participant’s Beneficiary in
the case of a deceased Participant) without regard to the Participant’s election or the consent of said Participant’s Spouse. In the event a Participant is to receive a distribution and subsequently is reemployed by the Company or other
Employer before the distribution is made, such distribution shall not be made. 
  

	9.4	Deferral of Benefits 

  

	 	(A)	The benefits of a Participant who has a Separation from Service other than because of death may be deferred to a date not later than that permitted under
Section 401(a)(9) of the Code (“Deferred Distribution Date”). During such deferral period, the Participant shall not make any Deposits or, except as otherwise provided under the Loan Program, apply for a loan after his Separation from
Service. 

  

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	 	(B)	In the event of the death of a Participant during the deferral period prior to distribution of all Plan benefits, the surviving Spouse shall have the right to defer all
or any portion of the benefits payable to the surviving Spouse and shall be permitted to designate a Beneficiary to receive benefits in the event of such Spouse’s death. If the Spouse fails to designate a Beneficiary or if the Beneficiary
designated by the Spouse fails to survive the Spouse, any benefits payable because of the Spouse’s death shall be paid to the Spouse’s estate. 

 The Plan shall charge and collect a reasonable administrative maintenance fee, which may be adjusted from time to time, to be deducted from the Accounts of persons whose benefits are deferred. 

 

	9.5	Required Minimum Distributions 

 Any benefit provided under the Plan shall be subject to the requirements of Code Section 401(a)(9), the provisions of which are incorporated by reference, including, without limitation, the
incidental death benefit requirement of Code Section 401(a)(9)(G). Distributions shall be made in accordance with this section and with Treas. Reg. Sections 1.401(a)(9)-2 through 1.401(a)(9)-9, which override any distribution provision in the
Plan to the extent inconsistent. To summarize these requirements, the entire interest of each employee shall be distributed to such employee not later than the required beginning date, or will be distributed, beginning not later than the required
beginning date, in accordance with such regulations, over the life of such employee or over the lives of such employee and a designated beneficiary (or over a period not extending beyond the life expectancy of such employee or the life expectancy of
such employee and a designated beneficiary). The term required beginning date means April 1 of the calendar year following the later of the calendar year in which the employee attains age 70 1/2, or the calendar year in which the employee retires.

  

	9.6	Notices to Participants; Distributions Within 30 Days 

 The Benefit Administration Committee shall provide to the Participant notices of the following: (1) deferral rights and information on optional benefits required by Section 1.411(a)-11(c) of
Income Tax Regulations, and (2) a written explanation of the direct rollover and tax withholding information required by Section 402(f) of the Code. Such notices shall be provided to the Participant no earlier than 180 days and no less
than 30 days before the Annuity Commencement Date. 
 If a distribution is one to which Sections 401(a)(11) and 417 of the Code
do not apply, such distribution may commence less than 30 days after the notice required under Section 1.411(a)-11(c) of the Income Tax Regulations is given, provided that: (1) the plan administrator clearly informs the Participant that
the Participant has a right to a period of at least 30 days after receiving the notice to consider the decision of whether or not to elect a distribution (and, if applicable, a particular distribution option), and (2) the Participant, after
receiving the notice, affirmatively elects a distribution. 
  

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 ARTICLE 10 
 WITHDRAWALS WHILE EMPLOYED 
  

	10.1	Limits on Withdrawals 

 No
withdrawals, other than withdrawals provided by this Article 10, shall be permitted prior to the Participant’s Separation from Service. 
  

	10.2	Withdrawal of Taxed Deposits and Rollover Accounts 

 A Participant may elect, in accordance with procedures established by the Benefits Administration Committee, to withdraw from his Personal Account an amount in cash not exceeding the value of amounts
attributable to his Taxed Deposits and amounts in his Rollover Account as of the date the withdrawal is requested in accordance with procedures established by the Benefits Administration Committee. 
  

	10.3	 Withdrawal After Attainment of Age 59 1/2 


 A Participant may elect at any time after the attainment of age 59 1/2 to withdraw from his (i) Personal Account and (ii) Company Account an amount in cash not in excess of the vested value thereof determined as of the Valuation Date
coincident with or next following the date on which the Participant requests a withdrawal in accordance with procedures established by the Benefits Administration Committee. A withdrawal hereunder shall be made from sources in the Account in the
order determined by the Benefits Administration Committee. 
  

	10.4	Withdrawal to Alleviate Financial Hardship 

 A Participant, who does not have any amounts credited in his Account which are subject to withdrawal under Sections 10.2 or 10.3, may apply to the Benefits Administration Committee for approval to
withdraw, as of the Valuation Date which is coincident with or next following the date of approval of such application by the Benefits Administration Committee, an amount in cash necessary to satisfy and alleviate a financial hardship. Such
withdrawal may be made from the following sources in the Participant’s Account, and in the order determined by the Benefits Administration Committee: World Financial Network Plan Matching Account; HSI Prior Plan Match; World Financial Network
Plan Retirement Account; Tax Deferred Deposits (but no earnings thereon); and HIS Prior Plan Pre-Tax Deferred Deposits. 
 The
Benefits Administration Committee shall approve any such application only to relieve an immediate and heavy financial need of the Participant (including his Spouse, Beneficiary, or any dependent), but only in an amount not in excess of the amount
required to relieve such financial need, and only if, and to the extent, such need cannot be satisfied from other resources reasonably available to him (including assets of his Spouse, Beneficiary, and minor children reasonably available to him).
For purposes of this paragraph, an immediate and heavy financial need shall be limited to any one of the following circumstances: (a) medical expenses (within the meaning of Section 213(d) of the Code) incurred by the Participant, his
Spouse, his Beneficiary, or any dependent, or amounts necessary for these persons to obtain medical care described in Code Section 213(d); (b) purchase (excluding mortgage payments) of the Participant’s principal residence;
(c) payment of tuition and related educational fees for the next 12 months of post secondary education for the Participant, his Spouse, his Beneficiary, or any dependent of the Participant (d) the need to prevent (i) the eviction of
the Participant from his principal residence or (ii) the foreclosure on the mortgage of his principal residence; (e) payments for burial or funeral expenses for the employee’s deceased parent, spouse, Beneficiary, child or other
dependent); (f) expenses for the repair of damage to the employee’s principal residence that would qualify for the casualty deduction under section 165 (determined without regard as to whether the loss exceeds 10% of adjusted gross
income); and (g) such other immediate and heavy financial needs as determined by the Commissioner of the Internal Revenue Service and announced by publication of revenue rulings, notices, and other documents of general applicability.

  

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 A distribution will be deemed necessary to satisfy the immediate and heavy financial need of
the Participant only if: 
  

	 	(A)	the distribution is not in excess of the amount of the immediate and heavy financial need; 

  

	 	(B)	the Participant has obtained all distributions, other than hardship distributions, and all nontaxable loans currently available under all plans maintained by the
Employer; 

  

	 	(C)	the Plan, and all other plans maintained by the Employer, provide that the Participant’s Tax Deferred Deposits and Taxed Deposits, if any, (except for mandatory
after-tax employee contributions to a defined benefit plan) will be suspended for a six-month period after receipt of the hardship distribution; and 

  

	 	(D)	the Plan, and all other plans maintained by the Employer, provide that the Participant may not make Tax Deferred Deposits for the Participant’s taxable year
immediately following the taxable year of the hardship distribution in excess of the applicable limit under Section 402(g) of the Code for such next taxable year less the amount of such Participant’s Tax Deferred Deposits for the taxable
year of the hardship distribution. 

  

	10.5	Loans Prior to Hardship Withdrawals 

 For purposes of Section 10.4 above, the Benefits Administration Committee shall grant a Participant’s request for a hardship withdrawal only if the Participant borrows the maximum permissible
amounts under the Employer’s retirement plans to the extent such borrowings would not increase the Participant’s financial need. The amount of the loan shall be the lesser of (i) the said maximum amount or (ii) the amount
necessary to alleviate the hardship. 
  

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	10.6	In-Service Withdrawals 

 This Section shall apply only to Participants who had an Account transferred from the World Financial Network Plan and, further, shall only apply to such Participant’s Account balance (exclusive of amounts attributable to Tax Deferred
Deposits) as of December 31, 1997, adjusted for subsequent income, expenses, gains and losses or any other applicable charge or credit. Such Participant who is fully vested in his or her Account and who has participated in the Plan for at least
five years may obtain an in-service withdrawal from his or her Account (other than his or her Account attributable to Tax Deferred Deposits). Thirty percent (30%) of a Participant’s Account (other than his or her Account attributable to
Tax Deferred Deposits) is available for in-service withdrawal pursuant to this Section, less the percentage of the Participant’s Account previously withdrawn. A Participant may request no more than one in-service withdrawal, in multiples of
five percentage points, in any calendar quarter, beginning with the calendar quarter next following the date of which the Participant becomes fully vested. A request for an in-service withdrawal shall be made in accordance with such procedures as
the Benefits Administration Committee shall prescribe. An in-service withdrawal shall be charged against a Participant’s Account (other than his or her Account attributable to Tax Deferred Deposits) from the following sources in the order set
forth (the vested value in each category shall be exhausted before funds are taken from the next category) with Investment Funds within each category being liquidated on a pro-rata basis: 
  

	 	(A)	Rollovers 

  

	 	(B)	Employer Matching Contributions 

  

	 	(C)	Retirement Contributions. 

  

	10.7	Withdrawal on Account of Disability 

 A
Participant who has become disabled may apply for a distribution of his Account on the same basis as if he had a Separation from Service under Section 9.1. For this purpose, a Participant will be deemed to be disabled only if the
Participant (1) has a Total and Permanent Disability, or (2) either qualifies to receive disability insurance benefits under the Company’s Long Term Disability Plan or, if the Participant is not eligible to
participate in such plan, would so qualify, as determined by the Benefits Administration Committee in its sole discretion. 
 ARTICLE 11 
 LOANS 
 The Benefits Administration Committee may, in its discretion, establish a program under the Plan to provide loans to Participants (the “Loan Program”). If so established, the Loan Program shall
be embodied in a separate written document that is incorporated by reference into the Plan. 
  

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 ARTICLE 12 
 ADMINISTRATION OF THE PLAN 
  

	12.1	Investment Committee 

 The
Investment Committee shall have the responsibility for control and management of the assets of the Plan, and, subject to Section 6.1(B), shall also be the named fiduciary of the Plan, as provided for in ERISA, for control and management of the
assets of the Plan. The Investment Committee shall consist of not less than three members who shall be appointed from time to time by the Board of Directors, which shall also determine which member shall serve as Chair, and shall serve at its
pleasure, without compensation, unless otherwise determined by the Board of Directors. If otherwise eligible, the fact that an Employee is a member of the Investment Committee shall not preclude his participation in the Plan or acting as trustee of
any of the funds under the Plan. 
  

	12.2	Operation of Investment Committee 

 The Investment Committee shall elect a Secretary, who may or may not be a member of the Investment Committee. The Investment Committee shall conduct its business and hold meetings as determined by it from time to time. As to all matters
requiring the exercise of discretion, action shall be taken upon the agreement or direction of at least a majority of the Investment Committee. In lieu of a meeting, the Investment Committee may act by unanimous written consent. In the control and
management of the assets of the Plan, the Investment Committee may: 
  

	 	(A)	allocate among its members, and designate other persons to carry out, fiduciary and nonfiduciary responsibilities with respect to the control and management of Plan
assets (other than trustee responsibilities as defined in Section 405(c)(3) of ERISA); and 

  

	 	(B)	consult with legal counsel, who may be counsel to the Company. 

  

	12.3	Records of Investment Committee 

 The Investment Committee shall keep a record of all its proceedings. 
  

	12.4	Rights and Powers of Investment Committee 

 In carrying out its functions under the Plan, the Investment Committee shall have the right and power: 
  

	 	(A)	to establish and implement overall investment objectives, philosophy, and policy relating to asset investment mix or to new investments for the Plan;


  

	 	(B)	to recommend to the Board of Directors adoption of significant investment-related amendments to the Plan; 

  

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	 	(C)	to appoint or remove the Trustees; 

  

	 	(D)	to appoint, review the actions of, and remove the custodians and investment management consultants for the Plan; 

  

	 	(E)	to appoint, review the actions of, and remove investment managers for the Plan, approve related fee arrangements (including estimated annual budget and controls
relating to such expenses and fees), investment guidelines, and restrictions applicable to such managers; 

  

	 	(F)	to approve, ratify, or oversee all investments made by investment managers who may be Employees or which may be subsidiaries or affiliates; 

  

	 	(G)	to approve investment arrangements with insurance carriers, banks or financial institutions under the Plan; 

  

	 	(H)	to approve all matters related to investment related transactions between the Plan and a party in interest (as defined in ERISA), where such approval is required by
ERISA; 

  

	 	(I)	to exercise such additional powers as are necessary in the judgment of the Investment Committee to carry out the above-mentioned responsibilities or as may from time to
time be delegated to the Investment Committee by the Board of Directors. 

  

	12.5	Benefits Administration Committee 

 Administration of the payment of all benefits to Participants or their Beneficiaries and of the other functions vested by the Plan in the Benefits Administration Committee shall be the responsibility of the Benefits Administration
Committee, which shall also be both the administrator and the named fiduciary of the Plan for the review of denied benefit claims, as those terms are defined in ERISA. As administrator of the Plan, the Benefits Administration Committee shall be
responsible for compliance with the reporting and disclosure requirements of ERISA, and as named fiduciary for review of denied benefit claims, it shall have the power and duty to make the final determination under the Plan with respect to review of
denied claims for Plan benefits. The Benefits Administration Committee shall consist of not less than three members who shall be appointed from time to time by the Board of Directors and shall serve at its pleasure. If otherwise eligible, the fact
that an Employee is a member of the Benefits Administration Committee shall not preclude his participating in the Plan or acting as trustee of any funds under the Plan. 
  

	12.6	Operation of Benefits Administration Committee 

 The Benefits Administration Committee shall elect a Chairman from among its members and a Secretary, who may or may not be a member of the Benefits Administration Committee. The Benefits Administration
Committee shall conduct its business and hold meetings as determined by it from time to time. As to all matters requiring the exercise of discretion, action shall be taken upon the agreement or direction of at least a majority of the Benefits
Administration Committee. In lieu of a meeting, the Benefits Administration Committee may act by unanimous written consent. In the administration of the Plan, the Benefits Administration Committee may: (A) allocate among its members, and
designate other persons to carry out, fiduciary and nonfiduciary responsibilities with respect to administration and review of denied benefit claims; and (B) consult with legal counsel, who may be counsel to the Company. 
  

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	12.7	Records of Benefits Administration Committee 

 The Benefits Administration Committee shall keep a record of all its proceedings. 
  

	12.8	Rights and Powers of Benefits Administration Committee 

 The Benefits Administration Committee shall have full discretionary authority with respect to the exercise of the following rights and powers and the determination of any question related thereto,
including a question of fact: 
  

	 	(A)	to interpret the provisions of the Plan; 

  

	 	(B)	to adopt such rules and regulations with regard to the administration of the Plan as are consistent with the terms of the Plan and of the trust agreement or agreements
establishing the Trust and to determine the terms and provisions of the forms of statements, acceptances, consents, authorizations, elections, designations, and any other instruments to be executed and delivered by Participants as a condition of, or
in order -to exercise, any rights under the Plan, and generally, to take all action which it is herein contemplated shall be taken by the Benefits Administration Committee; 

  

	 	(C)	to determine the eligibility of Employees (including, whether an Employee is active, and the dates by which an eligible Employee shall be required to consent to the
making of payroll deductions or reductions as a condition to commencing his or her participation in the Plan as of any specified date) and their Periods of Service, including, but without limitation, Hours of Service, One-Year Periods of Severance,
Periods of Military Service, Years of Eligibility Service and Years of Vesting Service, and to require such proof from any Participant as it considers necessary to determine that such Participant has a condition of Total and Permanent Disability;


  

	 	(D)	to determine what constitutes Compensation; 

  

	 	(E)	subject to the specific provisions of the Plan, to determine the times at which amounts shall be credited to the Company Accounts and Personal Accounts of Participants;


  

	 	(F)	to administer the Loan Program and to determine whether or not a withdrawal request of a Participant on the basis of financial hardship should be approved, and to
require such proof from a Participant as it considers necessary to make any such determination; 

  

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	 	(G)	to determine the percentage of Compensation which a Participant may deposit under the Plan in respect of a Plan Year as provided in Section 3.2 of Article 3;


  

	 	(H)	to determine whether or not to suspend, limit or retroactively reduce the percentage of Tax Deferred or Taxed Deposits elected by any or all Participants who are
“highly compensated employees” within the meaning of Section 414(q) of the Code and the duration of any such limitation imposed; 

  

	 	(I)	to determine the disposition (including, in its discretion, whether to charge the amount against the amount of shares and cash in the Forfeiture Account) of clerical,
arithmetical, and other errors made under the Plan or to resolve any claim filed under the Plan; 

  

	 	(J)	to determine how the Plan should be administered to conform with law or to meet special circumstances not anticipated or not covered in the Plan; and


  

	 	(K)	to establish and administer procedures to determine whether domestic relations orders are qualified under Section 414(p) of the Code; 

  

	 	(L)	to designate an Employer for purposes of Section 2.7(C) and arrange for a transfer of assets as provided therein; 

  

	 	(M)	to direct the Trustee to return contributions as provided in Section 14.9; and 

  

	 	(N)	to delegate to one or more persons other than members of the Benefits Administration Committee, or to authorize one or more members of the Benefits Administration
Committee to act on its behalf to carry out, any duty or power which would otherwise be a responsibility, including a fiduciary responsibility, of the Benefits Administration Committee under the Plan and any reference in the Plan to tile Benefits
Administration Committee shall include a reference to such delegatee(a) as is appropriate to the context. 

  

	12.9	Claims Procedures 

 Pursuant to procedures established by the Benefits Administration Committee, notice in writing shall be provided to any Participant (including any retired or former Participant) or Beneficiary whose claim for benefits under the Plan has
been denied. Such notice shall be provided no later than 90 days after the claim was submitted (45 days if the claim relates to a Plan determination of disability (“disability claim”), subject to an extension of the same length. Such
notice shall set forth the specific reason for such denial, shall be written in a manner calculated to be understood by the claimant, and, provided review is requested with 60 days (180 days in the case of a disability claim) after receipt by the
claimant of written notification of denial of his claim shall afford a reasonable opportunity to any claimant whose claim for benefits has been denied for a full and fair review by the Benefits Administration Committee of the decision denying the
Claim. All determinations of the Benefits Administration Committee shall be final, conclusive, and binding on all interested parties. No Benefits Administration Committee member shall be entitled to act on or decide any matter relating solely to
himself or any of his rights under the Plan. 
  

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	12.10	Indemnification 

 The
Company shall indemnify and reimburse the members of the Board of Directors of the Company, the Investment Committee, and the Benefits Administration Committee and any other employee of an Employer who has been delegated any fiduciary responsibility
in connection with the Plan, with respect to any action, inaction, or matter undertaken by such persons in good faith for or on behalf of the Plan or its participants which is consistent with the purposes of the Plan. 
 ARTICLE 13 
 AMENDMENT OR TERMINATION 
  

	13.1	Right to Amend 

  

	 	(A)	The Board of Directors reserves the right, by duly authorized resolution, at any time and from time to time (and retroactively if deemed necessary or appropriate to
meet the requirements of the Code, ERISA, or any similar laws, or the rules and regulations from time to time in effect under any of such laws or to conform with governmental regulations or other policies), to modify or amend, in whole or in part,
any or all of the provisions of the Plan. 

  

	 	(B)	No such modification or amendment, however, shall make it possible for any part of the corpus or income of the fund to be used for, or diverted to, purposes other than
for the exclusive benefit of Participants and their beneficiaries under the Plan prior to the satisfaction of all liabilities with respect thereto. Moreover, no amendment or modification shall make it possible to deprive any Participant of a
previously accrued benefit, except to the extent permitted by Section 412(c)(8) of the Code. 

  

	 	(C)	Notwithstanding anything herein to the contrary, a representative of the Benefits Administration Committee may, at its direction, execute any amendment to the Plan that
(1) reflects the terms of any agreements entered into by the Company relating to prior employee service required to be taken into account under the Plan pursuant to such agreements, or (2) which does not add materially to the cost of
maintaining the Plan or affect Participants’ rights under the Plan in a material way. 

  

	13.2	Right of Adoption and Termination 

 Any entity affiliated with the Company may adopt the Plan for the benefit of its employees. However, any such adoption must be approved by the Board of Directors. Furthermore, the Board of Directors retains the exclusive right and the power
to terminate the Plan at any time with respect to any or all Employers. 
  

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	13.3	Obligations Upon Merger, Consolidation or Transfer 

 In the event of any merger or consolidation with, or transfer of assets or liabilities to, any other plan, each Participant shall be entitled to receive a benefit if the Plan were to terminate immediately
after the merger, consolidation, or transfer, which is not less than the benefit he would have been entitled to receive if the Plan had terminated immediately before the merger, consolidation, or transfer. 
 In the event of the merger of any other qualified plan into the Plan, to the extent required by law, a Participant’s Years of Vesting
Service and Years of Eligibility Service under the Plan shall include the years of vesting service and the years of eligibility service standing to his credit under such merged plan on the day immediately preceding the day of such plan merger. Years
of Vesting Service credited under this Section shall be credited only for purposes of determining a Participant’s nonforfeitable percentage in his Accounts under Article 8 and shall not be credited for purposes of determining a
Participant’s Retirement Contribution under Article 4. 
 The merger of the Plan with any other plan shall not reduce or
eliminate any benefit protected under Code Section 411(d)(6), except to the extent permitted by law. 
  

	13.4	Obligations Upon Termination, Partial Termination or Discontinuance 

  

	 	(A)	While each Employer intends to continue the Plan indefinitely, nevertheless it assumes no contractual obligation as to the Plan’s continuance. In the case of any
termination, partial termination or complete discontinuance of contributions, each Participant who is then an Employee and who is affected by the termination, partial termination or complete discontinuance of contributions shall have a one hundred
percent (100%) nonforfeitable interest in the value of all amounts credited to his Participant’s Account. 

  

	 	(B)	Upon a complete or partial termination of the Plan, whether in writing or in operation, subject to the right of the Board of Directors to amend the Plan to provide for
a liquidation and distribution of the assets of the Plan (i) the Benefits Administration Committee and the Investment Committee shall remain in existence, (ii) no further deposits or Company contributions shall be made under the Plan for
affected Participants, (iii) all of the provisions of the Plan shall remain in full force and effect (other than the provisions for Deposits and Employer Contributions) and (iv) the amount in each affected Participant’s Account shall
continue to be held under the Plan, and shall be nonforfeitable. 

  

	13.5	Continued Funding After Plan Termination 

 Anything in the Plan to the contrary notwithstanding, no Employer, upon any termination or partial termination of the Plan, shall have any obligation or liability whatsoever to make any further payments
to the Trustee for the benefit of Participants under the Plan, except for any contributions payable prior to any termination of the Plan. Except as provided in the foregoing, neither the Trustee, the Board of Directors, the Benefits Administration
Committee, the Investment Committee, nor any Participant, Employee, nor beneficiary, shall have any right to compel an Employer to make any payment after the termination or partial termination of the Plan. 
  

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	13.6	Distribution Upon Disposition of Assets 

 A Participant’s Account may be distributed to the Participant as soon as administratively feasible after the sale or other disposition of at least 85 percent of the assets used by the Employer in the
trade or business in which the Participant is employed if the purchaser does not maintain the Plan and if the Participant continues employment with the purchaser. 
 The Account of a Participant employed by a subsidiary of an Employer may be distributed to the Participant as soon as administratively feasible after the sale or other disposition of the Employer’s
interest in the subsidiary to an entity that is not a related Employer as long as the purchaser does not maintain the Plan and the Participant continues employment with such subsidiary. 
  

	13.7	Conversion Period 

 However, notwithstanding any provision of the Plan to the contrary, during any conversion period, in accordance with procedures established by the Employer, the Employer may temporarily suspend, in whole or in part, certain provisions of
the Plan, which may include, but are not limited, a Participant’s right to change his Deposit Election, to change his investment election, to borrow or withdraw from his Account, or to obtain a distribution from his Account. 
 ARTICLE 14 
 GENERAL PROVISIONS 
  

	14.1	No Contract of Employment 

 Neither the establishment of the Plan nor any action hereafter taken by the Trustee, the Company, any other Employer, the Investment Committee or the Benefits Administration Committee shall. be construed as giving to any Employee the right
to be retained in employment or, except as otherwise provided herein, any right or claim to any benefits under the Plan if discharged, unless the right to such benefits would have accrued if the Employee had at the time of such discharge voluntarily
Separated from Service. 
  

	14.2	Incapacity 

 If the
Benefits Administration Committee determines that any person entitled to any distribution under the Plan is a minor, or incompetent, or unable to care for his affairs by reason of a physical or mental disability, the Committee may direct the Trustee
to pay such distribution in whole or in part, to any person who, in the Committee’s opinion, is caring for or supporting the minor, incompetent or disabled person, unless a claim is made for such distribution by a duly appointed guardian or
committee of such individual. The Benefits Administration Committee shall not have any responsibility to follow or oversee the applications of amounts so paid and such distribution shall be a complete discharge of any obligation to the extent of the
amount distributed. 
  

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	14.3	Payment Satisfies Claims 

 Any payment of a distribution under the Plan to any Participant, Beneficiary, legal representative or any guardian or committee appointed for such Participant or Beneficiary shall, to the extent of such payment, be in fall satisfaction of
all claims against the Plan, Trustee, Company, an Employer, or Benefits Administration Committee. The Plan may require any recipient of a distribution to execute a receipt and release in such form as the Benefits Administration Committee determines.

  

	14.4	Prescribed Forms 

 Except
as provided in Section 14.5, all elections, authorizations, applications, and other actions required of Employees, Participants, or Beneficiaries under the Plan must, in order to be effective, be made in writing on forms prescribed for such
purposes by the Benefits Administration Committee and delivered or communicated to the Benefits Administration Committee, as the Benefits Administration Committee may direct, by such dates as may be prescribed by the Benefits Administration
Committee. Participants and Beneficiaries must furnish the Benefits Administration Committee such evidence or information, including change of address, as the Committee considered necessary or desirable for the purpose of administering the Plan and
the benefits of each such person are conditioned upon prompt furnishing of all evidence or information requested. 
  

	14.5	Telephonic Voice Response Service or Electronic Systems 

 Notwithstanding anything in the Plan to the contrary, if so required by the Benefits Administration Committee, any election, application or authorization of an Employee, Participant, Beneficiary or
Alternate Payee shall be made by the response of such person in compliance with the rules established by the Benefits Administration Committee with respect to such telephone voice response service or other electronic systems as may be established by
the Benefits Administration Committee. Without limitation of the foregoing, responses on such voice response service or electronic systems may be directed to the Trustee or any agent designated by the Trustee or the Benefits Administration
Committee, and persons shall be required to execute such forms as may be required by the Trustee or such agent in connection with establishing and controlling entry to such service. 
 Any such voice response service or other electronic systems shall provide for written confirmation to an Employee, Participant, Beneficiary
or Alternate Payee of elections and authorization made thereunder, and elections and authorizations so made and so confirmed shall be binding on such person. 
  

	14.6	Temporary Investment of Assets 

 Any funds held in any account under the Plan or allocated to Participants and not yet invested as directed by the Participant or required by the Plan may, pending the disposition or investment of such funds, be temporarily invested in
interest-bearing obligations of a short-term nature. For such purposes, funds may be commingled. 
  

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	14.7	Attainment of Age 

 A
Participant shall be deemed to have attained a given age on the first moment of the anniversary of his birth corresponding to such age. 
  

	14.8	Alienation of Benefits 

 Except as provided in this Section and Section 17.1, or to the extent required by law, no benefit deliverable, transferable, or payable to a Participant under the Plan shall be subject in any manner to anticipation, assignment, pledge,
alienation, or charge by any Participant, and any attempt so to anticipate, assign, pledge, alienate, or charge the same shall be void; nor shall any such benefit be in any manner liable for or subject to the debts, contracts, liabilities, or torts
of any Participant; nor shall any interest of any Participant under the Plan be subject to garnishment, attachment, lien, execution, or levy of any kind. 
 A Participant’s benefit may be reduced if a court order or requirement to pay arises from: (1) a judgment of conviction for a crime involving the Plan; (2) a civil judgment (or consent
order or decree) that is entered by a court in an action brought in connection with a breach (or alleged breach) of fiduciary duty under ERISA; or (3) a settlement agreement entered into by the Participant and either the Secretary of Labor or
the Pension Benefit Guaranty Corporation in connection with a breach of fiduciary duty under ERISA by a fiduciary or any other person. The court order, judgment, decree, or settlement agreement must specifically require that all or part of the
amount to be paid to the Plan be offset against the Participant’s Plan benefits. 
  

	14.9	No Guarantee of Benefits by Company 

 Neither the Company nor any other Employer guarantees any of the benefits or payments provided under the Plan, but Employer Contributions once made shall be irrevocable. Except as provided herein or
permitted from time to time by the Code or ERISA, no part of any of the funds in the possession of the Trustee shall revert to the Company or any other Employer or be diverted to or used for any purposes other than for the exclusive benefit of
Participants and their Beneficiaries; provided, however, that in the event that the Benefits Administration Committee shall direct the return of any contribution to the Trust Fund and shall certify with respect to such contribution that
(i) such contribution has been made by an Employer by a mistake of fact, (ii) such contribution has been conditioned on initial qualification of the Plan under Section 401 of the Code and that such qualification has been denied or
revoked, or (iii) such contribution has been conditioned upon the deductibility thereof under Section 404 of the Code and that such deduction has been disallowed or redetermined, the Trustee shall return such contribution (or the value
thereof if less) to the Employer that made such contribution in accordance with such direction, but in no event shall any such return be made later than the expiration of one year following the payment of any such contribution in the case of a
direction under (i) above, the denial or revocation of qualification in the case of a direction under (ii) above, or the disallowance or redetermination of the deduction in the case of a direction under (iii) above. 
  

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	14.10	Payment of Expenses 

 Unless paid by an Employer, expenses of the Plan shall be paid out of the Trust. 
  

	14.11	Statement of Accounting 

 The Benefits Administration Committee will use its best efforts to furnish not less than once each calendar year to each Participant a statement of his Account, and shall furnish or make available at its offices copies of the statements of
the Trustee with respect to the Trust. Any Participant desiring to make objection as to any matters covered by the statement of Account shall give written notice to the Benefits Administration Committee within 60 days after the date the statement
was furnished to him. Failure to object within such period shall bar any right (except as otherwise required by ERISA) thereafter to object to any of the matters covered by such statement. 
  

	14.12	Plan May be Sued 

 The
Plan may sue or be sued as an entity separate from the Company. Except as otherwise required by ERISA, every right of action by a Participant, former Participant or Beneficiary with respect to the Plan or Trust, irrespective of the place where such
action may be brought, shall be barred after the expiration of three years from the date of Separation from Service of the Participant or the date of receipt of the notice of denial of a claim for benefits, if earlier. 
  

	14.13	Inability to Find Payee 

 If the Benefits Administration Committee is unable to make or direct the payment of any benefit due under the Plan to the person entitled thereto (“Payee”) for a period of one year after such benefit became payable because the
whereabouts of such person cannot be ascertained, notwithstanding the Committee’s reasonable efforts to locate the Payee including, among other things, the mailing of a notice by registered or certified mail to the Payee’s last known
address as shown on the records of the Benefits Administration Committee or the Company, then the Benefits Administration Committee shall file a report with the Secretary of the Treasury, as provided for in Section 105 of ERISA and in
Section 6057(c) of the Code, containing information on the benefit rights of the Payee. If, within a period of at least one additional year, the Benefits Administration Committee is unable to make or direct the payment, then such benefit shall
be paid to the person or persons in the following classes of successive preference: (A) Payee’s Spouse, (B) one or more of the Payee’s children as the Benefits Administration Committee shall determine and in such proportions as
said Committee shall determine, (C) Payee’s parents equally, and (D) one or more of the Payee’s brothers or sisters as the Benefits Administration Committee shall determine and in such proportions as said Committee shall
determine. During any period in which a benefit is not paid, the amount thereof may be transferred to and remain in an Investment Fund intended to provide preservation of principal and interest income pending further disposition. If any benefit is
paid to any relative of the Payee as provided above, all obligations of the Plan and Trust shall be fully discharged with respect to the amount paid. If the Benefits Administration Committee is unable to make or direct the payment to a relative of
the Payee as provided above, the Benefits Administration Committee may declare such benefit forfeited and the amount thereof placed in the Forfeiture Account under the Plan. If, however, a Payee is located subsequent to his benefits being forfeited
pursuant to the preceding sentence, such benefit shall be restored. 
  

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	14.14	State Law 

 Except to the
extent preempted or superseded by Section 514 of ERISA, the Plan shall be construed and enforced according to the laws of the State of Delaware, and all the provisions thereof shall be administered according to the laws of said State (other
than the conflicts of laws provisions). 
  

	14.15	Construction 

 In
determining the meaning of any provisions of the Plan, words importing the masculine gender shall include the feminine and the singular shall include the plural, unless the context requires otherwise. Terms defined in Article 1 shall have a
corresponding meaning when used in a different tense and, if defined in the singular, when used in the plural. Headings of Articles in the Plan are for convenience only and are not intended to modify or affect the meaning of the substantive
provisions of the Plan. 
 ARTICLE 15 
 ROLLOVER CONTRIBUTIONS AND TRANSFERS 
  

	15.1	Rollover of Funds From Other Plans 

 In the event that an individual: (1) becomes an Employee other than an Employee described in Section 2.3; (2) has been a participant in an employer’s plan described in
Section 401(a) of the Code, which is exempt from tax under Section 501(a) of the Code; and (3) receives from such trust an eligible rollover distribution, as defined in Section 402(c)(4) of the Code, and, provided that such
property consists of money, or, in the case of an Employee who became an Employee as a result of the Company’s acquisition of his former employer, such property consists of money or money and a loan or loans from such former employer’s
tax-qualified 401(k) plan, then, with the consent of the Benefits Administration Committee, the eligible Employee may rollover any portion of the distribution to this Plan on or before the sixtieth (60th) day after the day on which he received
such property and, if the distribution includes a loan, on or before ninety (90) days of the date the Participant first became eligible to effect the rollover, subject to the Employee providing such information and documentation as the Benefits
Administration Committee requires in order to determine the amount in an eligible rollover distribution under Section 402(c)(4) of the Code. Such rollover may be made even though such Employee has not satisfied the age and service requirements
for Plan participation at such time. Furthermore, the eligible Employee may direct the prior trust to transfer any portion of the distribution directly to the Plan. Upon receipt by the Plan, such amount shall be credited to the Rollover Account
established hereunder pursuant to Article 5. The eligible Employee shall have a one hundred percent (100%) vested and nonforfeitable right to all amounts credited to his Rollover Account as a result of such transfer. 
  

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	15.2	Rollover of Funds From Conduit Individual Retirement Account (IRA) 

 In the event that an individual 
  

	 	(A)	becomes an Employee other than an Employee described in Section 2.3, and 

  

	 	(B)	has established an Individual Retirement Account or Individual Retirement Annuity (hereinafter collectively referred to as “IRA”) described in Sections 408(a)
and 408(b), respectively, of the Code, which IRA is comprised solely of amounts constituting a rollover contribution of an eligible rollover distribution, as defined in Section 402(c)(4) of the Code, from an employer’s plan described in
Section 401(a) of the Code, which is exempt from tax under Section 501(a) of the Code, or an annuity plan described in Section 403(a) of the Code, and 

  

	 	(C)	received from such IRA the entire amount of the account or the entire value of the annuity, including any earnings on such sums, pursuant to
Section 408(d)(3)(A)(ii) of the Code, then, with the consent of the Benefits Administration Committee, the eligible Employee may transfer the entire amount received in such distribution to this Plan (for the benefit of such individual) on or
before the sixtieth (60th) day after the day on which he received such payment or distribution, and upon receipt by the Plan, such amount shall be credited to the Rollover Account established hereunder pursuant to Article 5. Such transfer may
be made even though such Employee has not satisfied the age and service requirements for Plan participation at such time. 

 The eligible Employee shall have a one-hundred percent (100%) vested and nonforfeitable right to all amounts credited to his Rollover Account. 
  

	15.3	Transfers Directly from Other Plans 

 There may be transferred directly from the trustee of any other qualified plan to the Trustee, subject to the approval of the Benefits Administration Committee and the Trustee, all or any of the assets,
including after-tax contributions, if any, held (whether by trustee, custodian or otherwise) under the Plan for any eligible Employees (other than Employees described in Section 2.3); provided, however, that the transfer satisfies
Section 411(d)(6) of the Code. Such transfer may be made even though such Employee has not satisfied the age and service requirements for Plan participation at such time. A separate account shall be established for such assets for each eligible
Employee. 
 Notwithstanding the foregoing, an eligible Employee may not transfer any amount which, if transferred into this
Plan would cause the Plan to be a direct or indirect transferee plan, within the meaning of Section 401(a)(11)(B)(iii)(III) of the Code and any regulations or rulings effective thereunder, of a plan described in Section 401 (a)(11)(B)(i)
or (ii) of the Code. Transfers pursuant to this Section may be made regardless of whether the eligible Employee has satisfied any applicable eligibility service requirement of this Plan. 
  

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	15.4	Mistaken Rollover 

 If it
is determined that a Participants rollover contribution did not qualify under the Code for a tax free rollover, then as soon as reasonably possible the balance in the Participant’s Rollover Account shall be: 
  

	 	(A)	segregated from all other Plan assets, 

  

	 	(B)	treated as a non-qualified trust established by and for the benefit of the Participant, and 

  

	 	(C)	distributed to the Participant. 

 Such a mistaken rollover contribution shall be deemed never to have been a part of the Plan and shall not adversely affect the tax qualification of the Plan under the Code. 
 ARTICLE 16 
 TOP-HEAVY PROVISIONS 
  

	16.1	Top-Heavy Plan Defined 

 This Article shall apply if the Plan is a “Top-Heavy Plan” as hereinafter provided. The Plan shall be a Top-Heavy Plan in a Plan Year if, as of the Determination Date, the present value of the cumulative accrued benefits (as
calculated below) of all Key Employees exceeds sixty percent (60%) of the present value of the accumulative accrued benefits under the Plan of all Employees and Key Employees, but excluding the value of the accrued benefits of former Key
Employees. 
 All plans that are part of the Required Aggregation Group shall be treated as a single plan. Solely for the
purpose of determining if the Plan, or any other plan included in a Required Aggregation Group of which this Plan is a part, is Top-Heavy, the accrued benefit of a Non-Key Employee shall be determined under (A) the method, if any, that
uniformly applies for accrual purposes under all plans maintained by the affiliated employers, 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 of Section 411(b)(1)(C) of the Code. 
 For this purpose, the present value of an Employee’s accrued benefit is
equal to the sum of (A) and (B) below: 
  

	 	(A)	The sum of (i) the present value of an Employee’s accrued retirement income in each defined benefit plan which is included in the Required Aggregation Group
determined as of the most recent valuation date within the twelve (12) month period ending on the Determination Date and as if the Employee had terminated service as of such valuation date and (ii) the aggregate distribution made with
respect to such Employee during the five-year period ending on the Determination Date from all defined benefit plans included in the Required Aggregation Group and not reflected in the value of his accrued retirement income as of the most recent
valuation date. In determining present value for all plans in the Required Aggregation Group, the actuarial assumptions set forth for this purpose in the Employer’s defined benefit plan shall be utilized and the commencement date shall be
determined taking any nonproportional subsidy into account; and 

  

 - 51 - 









	 	(B)	The sum of (i) the aggregate balance of his accounts in all defined contribution plans which are part of the Required Aggregation Group as of the most recent
valuation date within the twelve (12) month period ending on the Determination Date, (ii) any contributions allocated to such an account after the valuation date and on or before the Determination Date and (iii) the aggregate
distributions made with respect to such Employee during the five-year period ending on the Determination Date from all defined contribution plans which are part of the Required Aggregation Group and not reflected in the value of his account(s) as of
the most recent valuation date. 

 Provided, however, the following special rules shall apply unless allowed to
“sunset.” 
  

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

  

	 	(ii)	The accounts of any individual who has not performed services for the Employer during the 1-year period ending on the determination date shall not be taken into
account. 

  

	16.2	Other Definitions 

 For
the purposes of this Article, the following terms shall have the following meanings: 
  

	 	(A)	“Determination Date” means the last day of the preceding Plan Year except that in the case of the first Plan Year, the term “Determination Date”
shall mean the last day of the Plan Year. 

  

	 	(B)	“Employee” means (i) a current employee or (ii) a former employee who performed services for the Employer during the Plan Year containing the
Determination Date or any of the four (4) preceding Plan Years. 

  

 - 52 - 









	 	(C)	“Key Employee” means any employee or former employee (including any deceased employee) who at any time during the plan year that includes the determination
date was an officer of the Employer having annual compensation greater than $130,000 (as adjusted under section 416(i)(1) of the Code for Plan Years beginning after December 31, 2002), a 5-percent owner of the Employer, or a 1- percent owner of
the Employer having annual compensation of more than $150,000. For this purpose, annual compensation means compensation within the meaning of section 415(c)(3) of the Code. The determination of who is a Key Employee will be made in accordance with
Section 416(i)(1) of the Code and the applicable regulations and other guidance of general applicability issued thereunder. 

  

	 	(D)	“Non-Key Employee” means an Employee who is not a Key Employee. 

  


	 	(E)	“Required Aggregation Group” means 

  

	 	(1)	Each qualified plan of the Employer in which a Key Employee participates or participated (regardless of whether the Plan has terminated); and 


 

	 	(2)	Each other such qualified plan of an Employer which enables any plan in which a Key Employee participates to meet the requirements of Section 401(a)(4) or
Section 410 of the Code. 

  

	16.3	Top-Heavy Contributions 

 Solely in the event that a Non-Key Employee is not covered by a defined benefit plan of the Employer which provides the minimum benefit required by Section 416(c)(1) of the Code during a Plan Year in which this Plan is a Top-Heavy
Plan, the Employer contributions and forfeitures allocated to each such Non-Key Employee who has not separated from service by the end of the Plan Year shall be equal to not less than the lesser of: 
  

	 	(A)	Three percent (3%) of such Participant’s Compensation in the Plan Year, or 

  

	 	(B)	The percentage of such Participant’s Compensation in the Plan Year which is equal to the percentage at which contributions and forfeitures are made to the Key
Employee for whom such percentage is the highest for the year. 

 The percentage referred to in Paragraph
(B) above shall be determined by dividing the contributions and forfeitures-allocated to the Key Employee by such Employee’s Compensation. For purposes of this Section, Tax Deferred Deposits shall be disregarded in determining the amount
of Employer Contributions allocated to Non-Key Employees. The Employer shall make such additional contribution to the Plan as shall be necessary to make the allocation described above. The provisions of this section apply without regard to
contributions or benefits under Social Security or any other Federal or State law. An adjustment may be made to this Section, as permitted under Treasury Regulations, in the event an Employee is also entitled to an increased benefit in any other Top
Heavy plan while it is in the Aggregation Group with this Plan. Employer Matching Contributions shall be taken into account for purposes of satisfying the minimum contribution requirements of Section 416(c)(2) of the Code and the Plan. Employer
Matching Contributions that are used to satisfy the minimum contribution requirements may nevertheless be treated as Employer Matching Contributions for purposes of the Actual Contribution Percentage test and other requirements of
Section 401(m) of the Code. 
  

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 A Non-Key Employee who is otherwise entitled to a minimum contribution under this Section
shall not fail to receive the required minimum contribution because the Employee is excluded from participation because the Employee failed to make elective Tax Deferred Deposits under the Plan or because the Employee failed to accrue 1,000 Hours of
Service during the Plan Year. 
 ARTICLE 17 
 QUALIFIED DOMESTIC RELATIONS ORDERS (QDROs) 
  

	17.1	Terms of a QDRO 

 Notwithstanding the provisions of Section 14.8, if the Benefits Administration Committee determines an order to be a “Qualified Domestic Relations Order,” within the meaning of Code Section 414(p), payment of benefits
shall be made in accordance with the terms of such order, except that, if the value of the benefits to be paid to the Alternate Payee does not exceed $1,000, then such benefits shall be paid in a lump sum as soon as administratively practicable
following the date that the order is deemed to be qualified. 
  

	17.2	Notification of Receipt of Order 

 The Benefits Administration Committee shall promptly notify a Participant and any other Alternate Payee of the receipt of a Qualified Domestic Relations Order and of the Plan’s procedure for determining whether the order meets the
requirements of a Qualified Domestic Relations Order. Within a reasonable period of time after the receipt of such order, the Benefits Administration Committee, in accordance with such procedures as it shall from time to time establish, shall
determine whether such order meets the requirements of a Qualified Domestic Relations Order, and shall notify the Participant and each Alternate Payee of such determination. 
 ARTICLE 18 
 DIRECT ROLLOVER PROVISIONS

  

	18.1	Application of Article 

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

 - 54 - 









	18.2	Definitions 

  

	 	(A)	Eligible Rollover Distribution 

 An Eligible Rollover Distribution is any distribution of all or any portion of any benefit due to the Distributee, except that an Eligible Rollover Distribution does not include: any distribution that is one of a series of substantially
equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of other Distributee or other joint lives (or joint life expectancies) of the Distributee and the Distributee’s designated beneficiary, or for a
specified period of ten (10) years or more; any distribution to the extent such distribution is required under Section 401(a)(9) of the Code; the portion of any distribution that is not includible in gross income (determined without regard
to the exclusion for net unrealized appreciation with respect to employer securities); any hardship distribution described in Section 401(k)(2)(B)(i)(IV) of the Code (or any distribution made upon hardship); and any other distribution(s) that
is reasonably expected to total less than $200 during a Plan Year. A portion of a distribution shall not fail to be an eligible rollover distribution merely because the portion consists of after-tax employee contributions which are not includible in
gross income. However, such portion may be transferred only to an individual retirement account or annuity described in section 408(a) or (b) of the Code, or to a qualified defined contribution plan described in section 401(a) or 403(a) of the
Code that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is not so includible. 

 

	 	(B)	Eligible Retirement Plan 

 An eligible retirement plan is an individual retirement account described in Code Section 408(a), an individual retirement annuity described in Code Section 408(b), an annuity plan described in Code Section 403(a), a
qualified trust described in Code Section 401(a), an annuity contract described in Code Section 403(b), or an eligible plan under Code Section 457(b) (maintained by a state, political subdivision of a state, or any agency or
instrumentality of a state or political subdivision of a state), where the plan sponsor agrees to accept the distributee’s eligible rollover distribution and, in the case of a 457(b) plan or 403(b) annuity contract, also agrees to separately
account for such transferred amounts; the definition of an eligible retirement plan shall also apply in the case of a eligible rollover distribution to a surviving spouse or to a spouse or former spouse who is an alternate payee, as defined in Code
Section 414(p). 
  

	 	(C)	Distributee 

 A
Distributee includes an Employee or former Employee. In addition, the Employee’s or former Employee’s surviving spouse or Beneficiary and the Employee’s or former Employee’s spouse or former spouse who is the alternate payee
under a Qualified Domestic Relations Order are Distributees with regard to the interest of the spouse, former spouse, or Beneficiary. 
  

 - 55 - 









	 	(D)	Direct Rollover 

 A Direct
Rollover is a payment by the Plan to the Eligible Retirement Plan specified by the Distributee. 
 This amendment and
restatement of the Plan is executed this 18th day of February, 2010, to be effective as previously stated in the Preamble. 
  

			
	ADS ALLIANCE DATA SYSTEMS, INC.
		
	By:	 	 /s/ Calvin Hilton

	Title:	 	 Vice President – Benefits



  

 - 56 - 








 APPENDIX A 
 SPECIAL SERVICE CREDITING PROVISIONS 
 The following
shall establish to what extent, if any, service with a prior employer shall be credited for purposes of determining Years of Eligibility Service and Years of Vesting Service, for Employees who were employed by the following companies immediately
prior to being employed by the Company. Any such credit shall be based entirely on records provided to the Company by the prior employer. 
  

					
	 Employing Company
	  	 Years of Eligibility
	  	 Years of Vesting

			
	Abacus and Data Management Divisions of DoubleClick Inc. (“Abacus”)	  	All service recognized for this purpose under the 401(k) plan previously sponsored by Abacus, but only if employed by the Company as of February 1, 2007.	  	All service recognized for this purpose under the 401(k) plan previously sponsored by Abacus, but only if employed by the Company as of February 1, 2007.
			
	AEP, Inc. (“AEP”)*	  	Date of hire by AEP, but only if employed by the Company as of 03/01/2003	  	Date of hire by AEP, but only if employed by the Company as of 03/01/2003
			
	Atrana Solutions, Inc. (“Atrana”)	  	Date of hire by Atrana, but only if employed by the Company as of May 14, 2005.	  	Date of hire by Atrana, but only if employed by the Company as of May 14, 2005.
			
	Big Designs, Inc. (“Big”)	  	Date of hire by Big, but only if employed by the Company as of August 15, 2006.	  	Date of hire by Big, but only if employed by the Company as of August 15, 2006.
			
	Bigfoot Interactive, Inc. (“Bigfoot”)	  	Date of hire by Bigfoot, but only if employed by the Company as of September 24, 2005.	  	Date of hire by Bigfoot, but only if employed by the Company as of September 24, 2005.
			
	Capstone Consulting Partners, Inc. (“Capstone”)*	  	Date of hire by Capstone if employed by Capstone on 11/1/2004 and hired by the Company on or before 11/2/2004.	  	Date of hire by Capstone if employed by Capstone on 11/1/2004 and hired by the Company on or before 11/2/2004.
			
	ConneXt	  	Date of hire with ConneXt if employed by ConneXt on 08/23/2001	  	Date of hire with ConneXt if employed by ConneXt on 08/23/2001

  

 A-1 









					
	 Employing Company
	  	 Years of Eligibility
	  	 Years of Vesting

			
	CPC Associates, Inc. (“CPC”)	  	Date of hire by CPC, but only if employed by the Company as of October 1, 2006.	  	Date of hire by CPC, but only if employed by the Company as of October 1, 2006.
			
	Conservation Billing Services, Inc. (“CBSI”)*	  	Date of hire by CBSI, but only if employed by the Company as of 09/16/2003	  	Date of hire by CBSI, but only if employed by the Company as of 09/16/2003
			
	Dresser Industries (“Dresser”)	  	Date of hire with Dresser if employed by Dresser on 07/15/1997	  	Date of hire with Dresser if employed by Dresser on 07/15/1997
			
	DoubleClick, Inc. (“DoubleClick”)	  	Date of hire by DoubleClick, but only if employed by the Company as of April 3, 2006.	  	Date of hire by DoubleClick, but only if employed by the Company as of April 3, 2006.
			
	Epsilon Marketing Services, Inc. (“Epsilon”)*	  	Date of hire by Epsilon if employed by Epsilon on 10/31/2004 and hired by the Company on 11/1/2004 or if employed by Epsilon’s affiliate on 12/31/2004 and hired by the Company
on or before 1/1/2005, but no less than one Year of Eligibility Service.	  	Date of hire by Epsilon if employed by Epsilon on 10/31/2004 and hired by the Company on 11/1/2004 or if employed by Epsilon’s affiliate on 12/31/2004 and hired by the Company
on or before 1/1/2005.
			
	ExoLink, Inc. (“ExoLink”)	  	Date of hire with ExoLink, but only if employed by the Company as of 01/01/2003	  	Date of hire with ExoLink, but only if employed by the Company as of 01/01/2003
			
	Frequency Marketing, Inc. (“FMI”)	  	Date of hire with FMI if employed with FMI on 12/31/2001	  	Date of hire with FMI if employed with FMI on 12/31/2001
			
	Harmonic Systems	  	Date of hire with Harmonic Systems if employed by Harmonic Systems on 08/11/1998	  	Date of hire with Harmonic Systems if employed by Harmonic Systems on 08/11/1998

  

 A-2 









					
	 Employing Company
	  	 Years of Eligibility
	  	 Years of Vesting

			
	 Huntington National Bank
 (“HNB”)
	  	Date of hire with HNB if employed by HNB on 07/19/1998	  	Date of hire with HNB if employed by HNB on 07/19/1998
			
	iCom Information & Communications L.P. (“iCom”)	  	Date of hire by iCom, but only if employed by the Company as of February 6, 2006.	  	Date of hire by iCom, but only if employed by the Company as of February 6, 2006.
			
	Loyalty RealTime, Inc. (formerly d/b/a Loyalty RealTime, LLC (“LRI”)	  	Date of hire with LRI if employed with LRI on 12/31/2001	  	Date of hire with LRI if employed with LRI on 12/31/2001
			
	 Mail Box Capital Corporation
 (“Mail Box”)
	  	Date of hire with Mail Box if employed by Mail Box on 09/24/2001	  	Date of hire with Mail Box if employed by Mail Box on 09/24/2001
			
	National City Card Services Division of National City Bank Columbus (“NBCC”)	  	Date of hire with NBCC if employed with NBCC on 11/22/1996	  	Date of hire with NBCC if employed with NBCC on 11/22/1996
			
	Orcom Solutions, Inc. (“Orcom”)*	  	Date of hire by Orcom, but only if employed by the Company as of 12/02/2003, or within 30 days thereafter	  	Date of hire by Orcom, but only if employed by the Company as of 12/02/2003, or within 30 days thereafter
			
	Specialty Retailers (TX), LP (“Specialty”) *	  	Date of hire by Specialty, but only if employed by the Company as of 09/12/2003	  	Date of hire by Specialty, but only if employed by the Company as of 09/12/2003
			
	SPS (The Associates) (“SPS”)	  	Date of hire with SPS if employed with SPS on 07/14/1999	  	Date of hire with SPS if employed with SPS on 07/14/1999
			
	SPS Fleetshare (The Associates) (“SPS”)	  	Date of hire with SPS if employed by SPS on 07/14/1999 and on 06/30/2000	  	Date of hire with SPS if employed by SPS on 07/14/1999 and on 06/30/1999
			
	Utilipro	  	Date of hire with Utilipro if employed by Utilipro on 02/28/2001	  	Date of hire with Utilipro if employed by Utilipro on 02/28/2001

  

	*	Affected Employees never become eligible to receive a Retirement Contribution. 

  

 A-3 








 first AMENDMENT TO 
 THE ALLIANCE DATA SYSTEMS 401(K) AND RETIREMENT savings PLAN 
 (amended and restated as of January 1, 2008) 
 ADS Alliance Data Systems, Inc. hereby adopts this Amendment
No. 1 to the Alliance Data Systems 401(k) and Retirement Savings Plan (the “Plan”), effective as of May 1, 2009, to expand the group of terminated participants to whom the partial withdrawal option is available. 
 18.2.2 Section 9.1(C) shall be amended deleting its second sentence and by substituting the phrase “incurs a” for the
following in its first sentence: 
 “is 100% vested in his Company Account pursuant to Article 8 on his” 
 IN WITNESS WHEREOF, this amendment has been executed on this 5th day of May 2009, but effective as provided above. 
  

			
	ADS ALLIANCE DATA SYSTEMS, INC.
		
	By:	 	 /s/ Calvin Hilton



  

 1 








 SECOND AMENDMENT TO 
 THE ALLIANCE DATA SYSTEMS 401(K) AND RETIREMENT savings PLAN 
 (amended and restated as of January 1, 2008) 
 ADS Alliance Data Systems, Inc. hereby adopts this Amendment
No. 2 to the Alliance Data Systems 401(k) and Retirement Savings Plan (the “Plan”), effective as of January 1, 2008, in order to address issues raised by the Internal Revenue Service in reviewing the Plan’s application for
determination. 
 Section 1.34 shall be amended to replace the phrase “primary direction and control” with the phrase
“primary direction or control.” 
 The first paragraph of Section 4.6 of the Plan shall be amended in its entirety to read as
follows: 
 Any other provision of this Plan notwithstanding, in no event shall the total amount allocated to a
Participant’s Account under the Plan for any Limitation Year, exceed the limitations imposed under Code Section 415, the provisions of which are incorporated into the Plan by reference. For this purpose, the Limitation Year shall be the
Plan Year and any and all adjustments needed to comply with these limits will be made under this Plan. 
 Section 16.1(B)(i) of the Plan
shall be amended to replace the phrase “separation from service” with the phrase “severance from employment.” 
 IN WITNESS WHEREOF, this amendment has been executed on this 16th day of February, 2010, but effective as provided above. 
  

			
	ADS ALLIANCE DATA SYSTEMS, INC.
		
	By:	 	 /s/ Calvin Hilton










 THIRD AMENDMENT TO 
 THE ALLIANCE DATA SYSTEMS 401(K) AND RETIREMENT SAVINGS PLAN 
 (amended and restated as of January 1, 2008) 
 ADS Alliance Data Systems, Inc. hereby adopts this Amendment
No. 3 to the Alliance Data Systems 401(k) and Retirement Savings Plan, amended and restated as of January 1, 2008 (the “Plan”), effective as provided below. This amendment is adopted to provide for counting service earned by
transferring employees and to reflect certain provisions of the Pension Protection Act of 2006 (“PPA ‘06”). 
 1.
Effective January 1, 2008, Section 18.2 of the Plan shall be amended to expand the definition of “eligible retirement plan” provided therein to include a “Roth IRA,” within the meaning of Code section 408A. 

2. Effective November 1, 2009, Appendix A of the Plan shall be amended by adding the following new language at the end thereof:

  

					
	 Employing Company
	  	 Years of Eligibility
	  	 Years of Vesting

			
	Milford and Bensalem Divisions of Charming Shoppes Receivables Corporation (“Charming”)	  	All service recognized for this purpose under the 401(k) plan previously sponsored by Charming, but only if hired by the Company as of October 30, 2009, or such later date provided
in the Purchase Agreement.	  	All service recognized for this purpose under the 401(k) plan previously sponsored by Charming, but only if hired by the Company as of October 30, 2009, or such later date
provided in the Purchase Agreement.

 IN WITNESS WHEREOF, this amendment has been executed on this 18th day of
December, 2009, but effective as provided above. 
  

			
	ADS ALLIANCE DATA SYSTEMS, INC.
		
	By:	 	 /s/ Calvin Hilton