exv4w35






Exhibit 4.35




Savings and Profit Sharing Plan

for Employees of First Interstate BancSystem, Inc.




(Amended and Restated Effective January 1, 2008)





Any statements regarding tax matters made herein, including any
attachments, cannot be relied upon by any person to avoid tax
penalties and are not intended to be used or referred to in any
marketing or promotional materials. To the extent this communication
contains a tax statement or tax advice, Holland & Hart LLP does not
and will not impose any limitation on disclosure of the tax
treatment or tax structure of any transactions to which such tax
statement or tax advice relates.



Prepared by









Phone (303) 295-8000 Fax (303) 295-8261 www.hollandhart.com




555 17th Street Suite 3200 Denver, Colorado 80202-3979 Mailing Address P.O. Box 8749 Denver, Colorado 80201-8749




Aspen Billings Boise Boulder Carson City Cheyenne Colorado Springs Denver Denver Tech Center Jackson Hole Las Vegas Reno Salt Lake City Santa Fe Washington, D.C.





 









 








Savings and Profit Sharing Plan for Employees of

First Interstate BancSystem, Inc.




Table of Contents




	 	 	 	 	 	 	 
	ARTICLE 1. DEFINITIONS	 	 	2	 
	1.1
	 	Account	 	 	2	 
	1.2
	 	Administrator	 	 	2	 
	1.3
	 	After-Tax Account	 	 	2	 
	1.4
	 	After-Tax Contributions	 	 	2	 
	1.5
	 	Annual Additions	 	 	2	 
	1.6
	 	Average Contribution Percentage or ACP	 	 	2	 
	1.7
	 	Average Deferral Percentage or ADP	 	 	3	 
	1.8
	 	Before-Tax Account	 	 	3	 
	1.9
	 	Before-Tax Contributions	 	 	3	 
	1.10
	 	Beneficiary	 	 	3	 
	1.11
	 	Break in Service	 	 	3	 
	1.12
	 	Cash-Out Limit	 	 	3	 
	1.13
	 	Catch-Up Before-Tax Contributions	 	 	3	 
	1.14
	 	Catch-Up Roth Contributions	 	 	3	 
	1.15
	 	Code	 	 	4	 
	1.16
	 	Computation Period	 	 	4	 
	1.17
	 	Controlled Group	 	 	4	 
	1.18
	 	Date of Employment	 	 	4	 
	1.19
	 	Date of Reemployment	 	 	4	 
	1.20
	 	Death	 	 	4	 
	1.21
	 	Disability	 	 	4	 
	1.22
	 	Distribution Calendar Year	 	 	4	 
	1.23
	 	Distribution Date	 	 	4	 
	1.24
	 	Effective Date	 	 	5	 
	1.25
	 	Elective Deferrals	 	 	5	 
	1.26
	 	Employee	 	 	5	 
	1.27
	 	Employer	 	 	5	 
	1.28
	 	ERISA	 	 	5	 
	1.29
	 	Excess Aggregate Contributions	 	 	5	 
	1.30
	 	Excess Deferrals	 	 	5	 
	1.31
	 	Five Taxable Year Period	 	 	5	 
	1.32
	 	Highly Compensated Employee	 	 	5	 
	1.33
	 	Hour of Service	 	 	6	 
	1.34
	 	Investment Fund	 	 	7	 
	1.35
	 	Leave of Absence	 	 	7	 
	1.36
	 	Life Expectancy	 	 	7	 
	1.37
	 	Limitation Year	 	 	7	 
	1.38
	 	Matching Account	 	 	7	 
	1.39
	 	Matching Contributions	 	 	7	 






			
	 	 	 
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	1.40
	 	Non-Highly Compensated Employee	 	 	7	 
	1.41
	 	Participant	 	 	7	 
	1.42
	 	Period of Military Duty	 	 	7	 
	1.43
	 	Plan	 	 	8	 
	1.44
	 	Plan Compensation	 	 	8	 
	1.45
	 	Plan Year	 	 	8	 
	1.46
	 	Profit Sharing Account	 	 	8	 
	1.47
	 	Profit Sharing Contributions	 	 	8	 
	1.48
	 	Qualified Matching Contributions or QMACs	 	 	8	 
	1.49
	 	QMAC Account	 	 	8	 
	1.50
	 	Qualified Distribution	 	 	8	 
	1.51
	 	Qualified Nonelective Contributions or QNECs	 	 	9	 
	1.52
	 	QNEC Account	 	 	9	 
	1.53
	 	Regulation	 	 	9	 
	1.54
	 	Required Beginning Date	 	 	9	 
	1.55
	 	Retirement	 	 	9	 
	1.56
	 	Retirement Age	 	 	9	 
	1.57
	 	Rollover Account	 	 	9	 
	1.58
	 	Rollover Contributions	 	 	9	 
	1.59
	 	Roth Account	 	 	9	 
	1.60
	 	Roth Contributions	 	 	9	 
	1.61
	 	Roth Rollover Account	 	 	10	 
	1.62
	 	Section 415 Compensation	 	 	10	 
	1.63
	 	Sponsor	 	 	10	 
	1.64
	 	Spouse	 	 	10	 
	1.65
	 	Stock	 	 	10	 
	1.66
	 	Stock Fund	 	 	10	 
	1.67
	 	Trust Agreement	 	 	10	 
	1.68
	 	Trustee	 	 	11	 
	1.69
	 	Trust Fund	 	 	11	 
	1.70
	 	Valuation Date	 	 	11	 
	1.71
	 	Year of Service	 	 	11	 
	 
	 	 	 	 	 	 
	ARTICLE 2. ELIGIBILITY AND PARTICIPATION	 	 	12	 
	2.1
	 	Eligibility	 	 	12	 
	2.2
	 	Reinstatement of Participation	 	 	12	 
	2.3
	 	Termination of Participation	 	 	13	 
	 
	 	 	 	 	 	 
	ARTICLE 3. SERVICE AND VESTING	 	 	14	 
	3.1
	 	Service Counting Method	 	 	14	 
	3.2
	 	Service with Related Employers	 	 	14	 
	3.3
	 	Vested Benefits	 	 	15	 
	3.4
	 	Reinstatement of Vesting Service upon Reemployment	 	 	16	 
	3.5
	 	Forfeitures	 	 	16	 
	3.6
	 	Restoration of Forfeited Amounts upon Reemployment	 	 	16	 
	3.7
	 	Disposition of Forfeitures	 	 	17	 






			
	 	 	 
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	ARTICLE 4. CONTRIBUTIONS	 	 	18	 
	4.1
	 	Elective Deferrals	 	 	18	 
	4.2
	 	Matching Contributions	 	 	19	 
	4.3
	 	Profit Sharing Contributions	 	 	19	 
	4.4
	 	After-Tax Contributions	 	 	20	 
	4.5
	 	Rollover Contributions	 	 	20	 
	4.6
	 	Timing of Contributions	 	 	20	 
	 
	 	 	 	 	 	 
	ARTICLE 5. LIMITATIONS; NONDISCRIMINATION TESTS	 	 	22	 
	5.1
	 	Maximum Deductible Contributions	 	 	22	 
	5.2
	 	Elective Deferral Limit	 	 	22	 
	5.3
	 	Average Deferral Percentage Limitations	 	 	23	 
	5.4
	 	Average Contribution Percentage Limitations	 	 	25	 
	5.5
	 	Annual Additions Limitation	 	 	27	 
	5.6
	 	Incorporation by Reference to Limitations	 	 	27	 
	 
	 	 	 	 	 	 
	ARTICLE 6. DISTRIBUTION OF PLAN BENEFITS	 	 	28	 
	6.1
	 	Distributable Events	 	 	28	 
	6.2
	 	Amount of Plan Benefits	 	 	28	 
	6.3
	 	Form of Distribution	 	 	28	 
	6.4
	 	Timing of Distributions	 	 	30	 
	6.5
	 	Required Minimum Distributions	 	 	30	 
	6.6
	 	Determination of Beneficiary	 	 	33	 
	6.7
	 	Rollover of Plan Distributions	 	 	35	 
	6.8
	 	Qualified Domestic Relations Orders	 	 	35	 
	 
	 	 	 	 	 	 
	ARTICLE 7. LOANS	 	 	37	 
	7.1
	 	Authorization of Loans	 	 	37	 
	7.2
	 	Eligible Borrower	 	 	37	 
	7.3
	 	Loan Policy	 	 	37	 
	 
	 	 	 	 	 	 
	ARTICLE 8. WITHDRAWALS	 	 	38	 
	8.1
	 	Hardship Withdrawals	 	 	38	 
	8.2
	 	Other Withdrawals	 	 	39	 
	 
	 	 	 	 	 	 
	ARTICLE 9. INVESTMENT ELECTIONS	 	 	41	 
	9.1
	 	Selection of Investment Options	 	 	41	 
	9.2
	 	Directed Investments	 	 	41	 
	9.3
	 	Investment Manager	 	 	42	 
	9.4
	 	Valuation	 	 	42	 
	9.5
	 	Distribution and Withdrawals	 	 	43	 
	9.6
	 	Benefit Statements	 	 	43	 
	 
	 	 	 	 	 	 
	ARTICLE 10. STOCK FUND	 	 	44	 
	10.1
	 	Stock Fund	 	 	44	 
	10.2
	 	Purchase of Shares	 	 	44	 






			
	 	 	 
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	10.3
	 	Valuation	 	 	45	 
	10.4
	 	Crediting Stock to Account	 	 	45	 
	10.5
	 	Dividends	 	 	45	 
	10.6
	 	Transfers From Stock Fund	 	 	45	 
	10.7
	 	Distributions, Withdrawals and Loans	 	 	45	 
	10.8
	 	Voting	 	 	45	 
	10.9
	 	Tender Offers	 	 	45	 
	 
	 	 	 	 	 	 
	ARTICLE 11. APPLICATION FOR BENEFITS	 	 	47	 
	11.1
	 	Applying for Benefits	 	 	47	 
	11.2
	 	Denial of Benefits	 	 	47	 
	11.3
	 	Exhaustion of Remedies; Limitation of Actions	 	 	49	 
	 
	 	 	 	 	 	 
	ARTICLE 12. ADMINISTRATION OF THE PLAN	 	 	50	 
	12.1
	 	Administrator	 	 	50	 
	12.2
	 	Powers and Duties	 	 	50	 
	12.3
	 	Indemnification	 	 	50	 
	12.4
	 	Compensation and Expenses	 	 	50	 
	 
	 	 	 	 	 	 
	ARTICLE 13. THE TRUST FUND	 	 	51	 
	13.1
	 	Trustee	 	 	51	 
	13.2
	 	Trust Fund	 	 	51	 
	13.3
	 	Reversion of Assets	 	 	51	 
	 
	 	 	 	 	 	 
	ARTICLE 14. PLAN FIDUCIARIES	 	 	52	 
	14.1
	 	Fiduciaries	 	 	52	 
	14.2
	 	Bonding Requirements	 	 	52	 
	14.3
	 	Prohibited Transactions	 	 	52	 
	14.4
	 	Fiduciary Responsibilities	 	 	52	 
	 
	 	 	 	 	 	 
	ARTICLE 15. TOP-HEAVY PROVISIONS	 	 	54	 
	15.1
	 	Top-Heavy Definitions	 	 	54	 
	15.2
	 	Determination of Top-Heavy Status	 	 	54	 
	15.3
	 	Change in Vesting Schedule	 	 	55	 
	15.4
	 	Minimum Contribution	 	 	55	 
	 
	 	 	 	 	 	 
	ARTICLE 16. AMENDMENT, TERMINATION AND MERGER	 	 	57	 
	16.1
	 	Plan Amendment	 	 	57	 
	16.2
	 	Vesting Amendments	 	 	57	 
	16.3
	 	Plan Termination	 	 	57	 
	16.4
	 	Plan Merger	 	 	58	 
	 
	 	 	 	 	 	 
	ARTICLE 17. PARTICIPATING EMPLOYERS	 	 	60	 
	17.1
	 	Adoption by Participating Employers	 	 	60	 
	17.2
	 	Participating Employer Required to Use Same Trust Agreements	 	 	60	 
	17.3
	 	Designation of Agent	 	 	60	 






			
	 	 	 
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	17.4
	 	Employee Transfers	 	 	60	 
	17.5
	 	Participating Employer’s Contribution	 	 	60	 
	17.6
	 	Amendment	 	 	60	 
	17.7
	 	Discontinuance of Participation	 	 	60	 
	17.8
	 	Administrator’s Authority	 	 	61	 
	 
	 	 	 	 	 	 
	ARTICLE 18. GENERAL PROVISIONS	 	 	62	 
	18.1
	 	Interpretation	 	 	62	 
	18.2
	 	Exclusive Benefit of Participants	 	 	62	 
	18.3
	 	Liability for Representations	 	 	62	 
	18.4
	 	Governing Law	 	 	62	 
	18.5
	 	Assignment and Alienation	 	 	62	 
	18.6
	 	Participant Rights	 	 	62	 
	18.7
	 	Effect on Employment Status	 	 	63	 
	18.8
	 	Missing Participants and Beneficiaries	 	 	63	 
	18.9
	 	Incapacity of Participant or Beneficiary	 	 	63	 
	18.10
	 	Waiver; Disclaimer	 	 	64	 







			
	 	 	 
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Savings and Profit Sharing Plan for Employees of

First Interstate BancSystem, Inc.

(Amended and Restated Effective January 1, 2008)




Introduction




          First Interstate BancSystem, Inc., a corporation duly organized under the laws of the State of
Montana and having its principal place of business in Billings, Montana (the “Sponsor”), originally
established the Savings Plan for Employees of First Interstate BancSystem of Montana, Inc. (the
“Savings Plan”) effective as of July 1, 1983. The Savings Plan was subsequently amended and
restated effective January 1, 1987. The Employer also established the Profit Sharing Plan for
Employees of First Interstate BancSystem of Montana, Inc. (the “Profit Sharing Plan”) originally
effective as of January 1, 1983. The Profit Sharing Plan was subsequently amended and restated
effective January 1, 1987.




          The Profit Sharing Plan was then merged into the Savings Plan, effective January 1, 1991, and
the Savings Plan was renamed the “Savings and Profit Sharing Plan for Employees of First Interstate
BancSystem, Inc.” (the “Plan”).




          The Plan is now amended and restated, effective January 1, 2008, to incorporate all amendments
to the Plan since it was last restated on January 1, 2006, to incorporate a Roth 401(k) feature,
and to make necessary and desirable amendments as provided or permitted by certain recent changes
in the law. This amendment and restatement shall supersede all other restatements of the Plan.




          The purposes of the Plan are to enable employees to share in the profitable operations of the
Sponsor and to provide a convenient way for them to save on a regular and long-term basis for
retirement.




			
	 	 	 
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ARTICLE 1.

DEFINITIONS




          When used in this Plan, the following capitalized terms shall have the meanings set forth
below unless a different meaning is plainly required by the context:





	1.1	 	Account means the separate account maintained for a Participant consisting of all
contributions allocated to the Participant and the income, expenses, gains and losses
allocated thereon. Each Participant’s Account shall consist of subaccounts reflecting the
portion of the Participant’s Account balance derived from the source for which the subaccount
is named, including some or all of the following: After-Tax Account, Before-Tax Account, Roth
Account, Profit Sharing Account, Matching Account, QNEC Account, QMAC Account, Roth Rollover
Account and Rollover Account.
	 
	1.2	 	Administrator means the FIBS Benefits Committee.
	 
	1.3	 	After-Tax Account means the individual subaccount established in the name of each Participant
reflecting his or her After-Tax Contributions, and the net earnings or losses thereon.
	 
	1.4	 	After-Tax Contributions mean the voluntary contributions made by a Participant prior to
January 1, 1989, as described in Section 4.4.
	 
	1.5	 	Annual Additions mean, for each Limitation Year, the sum of—






	 	(a)	 	the contributions by the Employer to this Plan or any other qualified defined
contribution retirement plan sponsored by the Employer that are allocated for the
benefit of a Participant, including forfeitures;
	 
	 	(b)	 	Participant contributions to this Plan or to any other qualified defined
contribution retirement plan sponsored by the Employer (other than contributions made
pursuant to Code Section 414(v)); and
	 
	 	(c)	 	for purposes of the dollar limitation on Annual Additions, any contributions by
the Employer allocated to a medical expense reimbursement account which is established
under Code Section 401(h) for a Participant under any pension or annuity plan, or, in
the case of a Key Employee, any contribution by the Employer allocated on his or her
behalf to a separate account in a funded welfare benefit plan established for the
purpose of providing post-retirement medical benefits.
	 
	 	(d)	 	Notwithstanding anything herein to the contrary, Annual Additions shall not
include any investment earnings allocable to a Participant, Rollover Contributions,
amounts contributed to the Plan as restorative payments or contributions of amounts
previously distributed to former Employees who are reemployed.






	1.6	 	Average Contribution Percentage or ACP means the average of the actual contribution ratios,
calculated separately for each Highly Compensated Employee and each Non-Highly Compensated
Employee, as the ratio of a Participant’s After-Tax Contributions and Matching






			
	 	 	 
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	 	 	Contributions for the applicable Plan Year (plus all or a portion of the QMACs and QNECs, if
any, as determined by the Employer) to the Participant’s Section 415 Compensation.
	 
	1.7	 	Average Deferral Percentage or ADP means the average of the actual deferral ratios,
calculated separately for each Highly Compensated Employee and each Non-Highly Compensated
Employee, as the ratio of a Participant’s Before-Tax Contributions and Roth Contributions for
the applicable Plan Year (plus all or a portion of the QNECs, if any, made with respect to a
Participant for such year and such other amounts that are treated as Before-Tax Contributions
for such year pursuant to Regulations) to the Participant’s Section 415 Compensation.
	 
	1.8	 	Before-Tax Account means the individual subaccount established in the name of the Participant
reflecting his or her Before-Tax Contributions, and the net earnings or losses thereon.
	 
	1.9	 	Before-Tax Contributions mean the contributions to the Trust Fund made by the Employer on
behalf of a Participant pursuant to the Participant’s deferral election under
Section 4.1, which are intended to qualify as pre-tax contributions pursuant to Code
Section 401(k) and shall be credited to the Participant’s Before-Tax Account.
	 
	1.10	 	Beneficiary means any individual, trust, estate, or other recipient properly designated by
the Participant pursuant to the procedures required by the Administrator to receive Death
benefits payable hereunder, on either a primary or contingent basis. For purposes of the
required minimum distributions rules contained in Section 6.5, Designated Beneficiary
means a Beneficiary who qualifies as a “designated beneficiary” within the meaning of Code
Section 401(a)(9)(E) and the related Regulations.
	 
	1.11	 	Break in Service means a Plan Year in which an Employee is credited with 500 or fewer Hours
of Service. An Employee incurs a Break in Service on the last day of the Plan Year in which
he or she has a Break in Service.
	 
	1.12	 	Cash-Out Limit means $5,000, calculated as of the time of distribution, or such other maximum
amount as may be determined from time to time in accordance with the Code. The value of a
Participant’s vested Account for purposes of applying the Cash-Out Limit shall be determined
without regard to that portion of the Account balance that is attributable to Rollover
Contributions (and earnings allocable thereto). If the value of the Participant’s vested
Account as so determined does not exceed the Cash-Out Limit, the Plan shall distribute the
Participant’s entire vested Account in accordance with Section 6.3(a).
	 
	1.13	 	Catch-Up Before-Tax Contributions mean the contributions to the Trust Fund made by the
Employer on behalf of a Participant under Section 4.1(d), which are intended to
qualify as catch-up contributions under Code Section 414(v) and which have been designated as
Before-Tax Contributions.
	 
	1.14	 	Catch-Up Roth Contributions mean the contributions to the Trust Fund made by the Employer on
behalf of a Participant under Section 4.1(d), which are intended to qualify as
catch-up contributions under Code Section 414(v) and which have been designated as Roth
Contributions.











			
	 	 	 
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	1.15	 	Code means the Internal Revenue Code of 1986, as amended.
	 
	1.16	 	Computation Period means, for purposes of determining eligibility to participate in the Plan,
the 12-consecutive month period beginning on his or her Date of Employment. Thereafter, the
Employee’s Computation Period shall be calculated on a Plan Year basis, beginning with the
Plan Year that includes the first anniversary of the Employee’s Date of Employment. For
purposes of determining vesting service, Computation Period means the Plan Year.
	 
	1.17	 	Controlled Group means any group of corporations, trades or businesses, whether or not
incorporated, which is either a parent-subsidiary group, a brother-sister group or a combined
group within the meaning of Code Sections 414(b), (c), (m) and (o), modified for purposes of
Code Section 415 only by Code Section 415(h).
	 
	1.18	 	Date of Employment means the date on which an Employee first performs an Hour of Service.
	 
	1.19	 	Date of Reemployment means the date on which an Employee first completes an Hour of Service
with the Employer after a Break in Service.
	 
	1.20	 	Death means the Participant’s death for which a certificate or declaration of death is
issued, and may include the Participant’s disappearance, as determined in the sole discretion
of the Administrator.
	 
	1.21	 	Disability means a physical or mental injury or disease that causes an Employee to be
permanently incapable of rendering satisfactory service to the Employer, as determined under
the Sponsor’s long-term disability plan.
	 
	1.22	 	Distribution Calendar Year means a calendar year for which a minimum distribution is
required. For distributions beginning before the Participant’s Death, the first Distribution
Calendar Year is the calendar year immediately preceding the calendar year that contains the
Participant’s Required Beginning Date. For distributions beginning after the Participant’s
Death, the first Distribution Calendar Year is the calendar year in which distributions are
required to begin. The required minimum distribution for the Participant’s first Distribution
Calendar Year will be made on or before the Participant’s Required Beginning Date. The
required minimum distribution for other Distribution Calendar Years, including the required
minimum distribution for the Distribution Calendar Year in which the Participant’s Required
Beginning Date occurs, will be made on or before December 31 of that Distribution Calendar
Year.
	 
	1.23	 	Distribution Date means the date of distribution, which shall be as soon as administratively
feasible following:






	 	(a)	 	the business day coinciding with or next following the 15th day of
each calendar month with regard to distributions that include amounts only attributed
to Investment Funds other than from the Stock Fund; and
	 
	 	(b)	 	the business day established by the Administrator following receipt of each
valuation report, to be at least as often as quarterly, for distributions that include
amounts attributable to the Stock Fund.





			
	 	 	 
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	1.24	 	Effective Date means July 1, 1983. The Effective Date of this restatement shall mean
January 1, 2008. The provisions of this restatement shall apply solely to an Employee who
performs an Hour of Service for the Employer on or after January 1, 2008. If an earlier
effective date for a provision in this restated Plan applies, the provision is effective as of
the earlier effective date notwithstanding the general January 1, 2008 effective date of this
restatement.
	 
	1.25	 	Elective Deferrals mean collectively, Before-Tax Contributions and Roth Contributions to the
Trust Fund made by the Employer on behalf of a Participant in accordance with the
Participant’s deferral election under Section 4.1.
	 
	1.26	 	Employee means any individual who is employed by the Employer, excluding:






	 	(a)	 	any individual who is classified as an agent, consultant, independent
contractor or self-employed individual who has entered into an agency, consulting,
independent contractor or other similar arrangement with the Employer, regardless of
whether such person is later determined by a court or governmental agency to have an
employment relationship with the Employer;
	 
	 	(b)	 	leased employees (as defined in Code Section 414(n)); and
	 
	 	(c)	 	any individual who is a nonresident alien and who receives no earned income
from the Employer that constitutes income from sources within the United States.






	1.27	 	Employer means the Sponsor and its successors. Employer shall also include a member of the
Sponsor’s Controlled Group if such member adopts the Plan in accordance with
Article 17.
	 
	1.28	 	ERISA means the Employee Retirement Income Security Act of 1974, as amended.
	 
	1.29	 	Excess Aggregate Contributions mean, for any Plan Year, the excess of the aggregate Matching
Contributions and forfeitures, if any, taken into account in computing the ACP of all Highly
Compensated Employees for the Plan Year, over the maximum amount of such contributions
permitted under the ACP test.
	 
	1.30	 	Excess Deferrals mean, for any Plan Year, the excess of the aggregate Elective Deferrals,
QMACs, and QNECs taken into account in computing the ADP of all Highly Compensated Employees
for the Plan Year, over the maximum amount of such contributions permitted under the ADP test.
	 
	1.31	 	Five Taxable Year Period means the period beginning on the first day of the first taxable
year in which a Participant makes a Roth Contribution to his or her Roth Account under this
Plan or, if a Rollover Contribution was made to the Participant’s Roth Rollover Account from
another qualified plan not maintained by the Sponsor, the first day of the first taxable year
for which the Participant made a Roth contribution to such other qualified plan.
	 
	1.32	 	Highly Compensated Employee means any Employee who performed services for the Employer during
the determination year and who –











			
	 	 	 
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	 	(a)	 	was a 5% owner (as defined in Code Section 416(i)) of the Employer at any time
during the determination year or lookback year; or
	 
	 	(b)	 	received Section 415 Compensation from the Employer for the lookback year in
excess of the dollar limit set forth in Code Section 414(q)(1)(B), as adjusted pursuant
to Code Section 415(d).






	 	 	For this purpose, the “determination year” shall mean the Plan Year for which the
determination of whom is a Highly Compensated Employee is being made. “Lookback year” shall
mean the immediately preceding Plan Year. The determination of the Employees who qualify as
Highly Compensated Employees under this Plan shall be made in accordance with the provisions
of Code Section 414(q) and related Regulations.
	 
	1.33	 	Hour of Service means hours computed according to the following rules:






	 	(a)	 	Hour of Service shall include the following:






	 	(1)	 	Paid Duty. Each Employee shall be credited with one
Hour of Service for each hour for which the Employee is directly or indirectly
paid, or entitled to payment, by the Employer for the performance of duties.
	 
	 	(2)	 	Paid Non-Duty. Each Employee shall be credited with
one Hour of Service for each hour for which the Employee is directly or
indirectly paid, or entitled to payment, by the Employer on account of a period
of time during which no duties are performed (irrespective of whether the
employment relationship has terminated) due to vacation, holiday, illness,
incapacity (including disability), layoff, jury duty, military duty, leave of
absence or maternity leave. No more than 501  hours shall be credited under
this subsection for any single continuous period (whether or not such period
occurs in a single Computation Period). Hours under this subsection shall be
calculated and credited pursuant to Regulation Section 2530.200b-2, which is
incorporated herein by this reference.
	 
	 	(3)	 	Back Pay. Each Employee shall be credited with one
Hour of Service for each hour for which back pay is awarded or agreed to,
irrespective of mitigation of damages.






	 	 	 	The Committee shall not credit an Hour of Service under more than one of the
classifications described in subsection (1), (2) or (3).
The Administrator shall determine Hours of Service in accordance with reasonable
standards and policies adopted by it and shall credit Hours of Service in accordance
with Regulation Section 2530.200b-2.
	 
	 	(b)	 	Equivalency. The number of Hours of Service to be credited to an Employee will
be calculated on the basis of actual hours for which the Employee is paid or entitled
to payment. If such actual hours cannot be determined, the number of Hours of Service
will be calculated using 45 Hours of Service for each week during which the Employee
would be required to be credited with at least one Hour of Service under Regulation
Section 2530.200b-2. Different methods of crediting Hours of Service





			
	 	 	 
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	 	 	 	(actual hours or one or more equivalencies) may be specified for different
classifications of Employees, as long as the classifications are reasonable and
consistently applied.
	 
	 	(c)	 	Other. An Employee’s Hours of Service shall be determined on the basis of
records of the Employer; provided, however, that all such determinations shall be
consistent with Regulation Sections 2530.200b-2(b) and (c). Hours of Service shall
also be credited to any individual who is considered an employee of any member of the
Controlled Group.






	1.34	 	Investment Fund means any fund established by the Administrator as an investment medium for
the Trust Fund, including the Stock Fund. The Administrator shall have the discretion to
establish and terminate an Investment Fund as it shall deem appropriate. The Administrator
shall also determine the restrictions, if any, on the investment of a Participant’s Account
(or any portion thereof) in any Investment Fund, provided any such restrictions shall be
applied in a uniform and nondiscriminatory manner.
	 
	1.35	 	Leave of Absence means any absence from work for a Period of Military Duty or an absence of
not over 12 months approved by the Employer in accordance with reasonable, nondiscriminatory
standards and policies consistently applied by the Employer.
	 
	1.36	 	Life Expectancy means life expectancy as computed by use of the Single Life Table in
Regulation Section 1.401(a)(9)-9.
	 
	1.37	 	Limitation Year means the Plan Year. If the Plan is terminated effective as of a date other
than the last day of the Plan Year, the Plan shall be treated as if the Plan was amended to
change its Limitation Year. As a result of this deemed amendment, the Code
Section 415(c)(1)(A) dollar limit shall be prorated under the short Limitation Year rules.
	 
	1.38	 	Matching Account means the individual subaccount established in the name of the Participant
reflecting his or her Matching Contributions, and the net earnings or losses thereon.
	 
	1.39	 	Matching Contributions mean the discretionary contributions to the Trust Fund made by the
Employer under Section 4.2, which shall be credited to the Participant’s Matching
Account.
	 
	1.40	 	Non-Highly Compensated Employee means any individual who at any time during the applicable
Plan Year is a Participant in this Plan and who is not a Highly Compensated Employee.
	 
	1.41	 	Participant means any Employee who has entered the Plan in accordance with the provisions of
Article 2.
	 
	1.42	 	Period of Military Duty means, for an Employee who served as a member of the armed forces of
the United States and who was reemployed by the Employer at a time when the Employee had a
right to reemployment in accordance with seniority rights as protected under Chapter 43 of
Title 38 of the U.S. Code, the period of time from the date the Employee was first absent from
active work for the Employer because of such military duty to the Employee’s reemployment
date.





			
	 	 	 
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	1.43	 	Plan means the Savings and Profit Sharing Plan for Employees of First Interstate BancSystem,
Inc., as of its original effective date, including any subsequent amendments thereto.
	 
	1.44	 	Plan Compensation means the Participant’s base salary actually received by the Participant
from the Employer during any Plan Year, and includes commissions paid to mortgage and real
estate personnel, brokers’ commissions received after June 30, 1999, shift differential pay
and payment for unused leave, but excludes bonuses, overtime and incentive pay. Plan
Compensation shall be determined by including all amounts that would have been paid to the
Employee but for the exclusion from income by reason of Code Sections 125, 132(f)(4),
402(e)(3), 402(h) and 403(b).
	 
	 	 	In no event shall Plan Compensation include any amount in excess of $200,000 as may be
adjusted pursuant to Code Section 401(a)(17)(B). Any such adjustment in effect for a
calendar year applies to any period, not exceeding 12 months, over which Plan Compensation
is determined (“determination period”) beginning in such calendar year. If a determination
period consists of fewer than 12 months, the Code Section 401(a)(17) limitation will be
multiplied by a fraction, the numerator of which is the number of months in the
determination period and the denominator of which is 12.
	 
	1.45	 	Plan Year means the 12-month period ending on December 31.
	 
	1.46	 	Profit Sharing Account means the individual subaccount established in the name of each
Participant reflecting his or her Profit Sharing Contributions, and the net earnings or losses
thereon.
	 
	1.47	 	Profit Sharing Contributions means the discretionary contributions to the Trust Fund made by
the Employer under Section 4.3, which shall be credited to the Participant’s Profit
Sharing Account.
	 
	1.48	 	Qualified Matching Contributions or QMACs means the contributions to the Trust Fund made by
the Employer on behalf of a Non-Highly Compensated Employee for the purpose of satisfying the
requirements of Section 5.4 and that satisfy the distribution and nonforfeitability
requirements under Code Section 401(k). With respect to any Plan Year, the Employer may make,
in its sole discretion, QMACs to Non-Highly Compensated Employees either (a) in proportion to
the Non-Highly Compensated Employees’ Compensation (b) in a specific dollar amount allocable
to each Non-Highly Compensated Employee, or (c) in a specific dollar amount allocated to less
than all Non-Highly Compensated Employees, allocated first to those Employees with the lowest
ACP; provided, however, that QMACs to a Non-Highly Compensated Employee under this
subsection (c) shall comply with Regulation Section 1.401(m)-2(a)(5)(ii).
	 
	1.49	 	QMAC Account means the individual subaccount established in the name of each Participant
reflecting his or her QMACs, and the net earnings or losses thereon.
	 
	1.50	 	Qualified Distribution means a distribution from a Participant’s Roth Account and/or Roth
Rollover Account that (a) is made on or after the date a Participant turns age 591/2, dies or
becomes disabled (within the meaning of Code Section 72(m)); and (b) is made after the Five
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	1.51	 	Qualified Nonelective Contributions or QNECs means the contributions (other than QMACs) to
the Trust Fund made by the Employer on behalf of a Non-Highly Compensated Employee for the
purpose of satisfying the requirements of Section 5.3 and that satisfy the applicable
nonforfeitability requirements and distribution restrictions of Code Section 401(k). The
Employer may make QNECs to Non-Highly Compensated Employees (a) in proportion to the
Non-Highly Compensated Employees’ Compensation, (b) in a specific dollar amount allocable to
each Non-Highly Compensated Employee, or (c) in a specific dollar amount allocated to less
than all Non-Highly Compensated Employees, allocated first to those Employees with the lowest
ADP; provided, however, that QNECs to a Non-Highly Compensated Employee under this
subsection (c) shall comply with Regulation Section 1.401(k)-2(a)(6)(iv).
	 
	1.52	 	QNEC Account means the individual subaccount established in the name of the Participant
reflecting his or her QNECs, and the net earnings or losses thereon.
	 
	1.53	 	Regulation means any rule or regulation promulgated by the Department of the Treasury, the
Department of Labor, or their delegates.
	 
	1.54	 	Required Beginning Date means the April 1 of the calendar year following—






	 	(a)	 	in the case of a Participant who is a 5% owner of the Employer (within the
meaning of Code Section 416(i)), the calendar year in which the Participant attains
age 701/2, and
	 
	 	(b)	 	in the case of a Participant who is not a 5% owner of the Employer, the later
of the calendar year in which occurs the Participant’s retirement or the calendar year
in which the Participant attains age 701/2.






	1.55	 	Retirement means a Participant’s severance from employment upon or after attaining his or her
Retirement Age.
	 
	1.56	 	Retirement Age means the Participant’s 55th birthday.
	 
	1.57	 	Rollover Account means the individual subaccount established in the name of an Employee
reflecting his or her Rollover Contributions, and the net earnings or losses thereon.
	 
	1.58	 	Rollover Contributions mean the contributions to the Trust Fund made by an Employee pursuant
to Section 4.5, which shall be credited to his or her Rollover Account.
	 
	1.59	 	Roth Account means the individual subaccount established in the name of a Participant
reflecting his or her Roth Contributions, and the net earnings or losses thereon.
	 
	1.60	 	Roth Contributions mean the contributions to the Trust Fund made by the Employer on behalf of
a Participant pursuant to the Participant’s deferral election under Section 4.1, which
are intended to qualify as after-tax contributions pursuant to Code Section 402A and
applicable Regulations and shall be credited to the Participant’s Roth Account.











			
	 	 	 
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	1.61	 	Roth Rollover Account means the contributions to the Trust Fund made by an Employee, which
are attributable to designated Roth contributions made to another employer’s qualified plan.
	 
	1.62	 	Section 415 Compensation means an Employee’s compensation as defined in Code
Section 415(c)(3) and applicable Regulations and shall include elective contributions made by
the Employer on behalf of the Employee that are excludable from the Employee’s income by
reason of Code Sections 125, 402(e)(3), 402(h), 403(b) and 132(f)(4). Section 415
Compensation shall also include payments for unused leave (such as sick leave or vacation) and
amounts paid by the Employer to Employees who are not currently working for the Employer
because of a Period of Military Duty, but shall exclude payments received by an Employee from
a nonqualified unfunded deferred compensation plan that would have been paid had employment
continued and would have been included in the Employee’s gross income.
	 
	 	 	Section 415 Compensation shall include back pay, within the meaning of Regulation
Section 1.415(c)-2(g)(8), to the extent the back pay represents wages and compensation that
would otherwise be included in this definition. Section 415 Compensation shall also include
compensation paid by the later of 21/2 months after a severance from service or the end of the
Limitation Year that includes the severance from service date, if the payment is:






	 	(a)	 	regular compensation for services performed during regular working hours, or
compensation for services performed outside the regular working hours (such as overtime
or shift differential), commissions, bonuses, or other similar payments; and
	 
	 	(b)	 	absent a severance from service, the payments would have been paid while the
Participant continued in employment with Employer.






	 	 	For purposes of Sections 5.3 and 5.4, the Sponsor may elect to use the
definition of Section 415 Compensation contained herein or any alternative definition
permitted under the Regulations in lieu of this definition.
	 
	1.63	 	Sponsor means First Interstate BancSystem, Inc., a corporation duly organized under the laws
of the State of Montana and having its principal place of business in Billings, Montana, and
any successor thereto.
	 
	1.64	 	Spouse means the legal spouse of the Participant, provided that a former spouse will be
treated as the Spouse and a current spouse will not be treated as the Spouse to the extent
provided under a qualified domestic relations order as described in Code Section 414(p).
	 
	1.65	 	Stock means shares of any classes of preferred or common, voting or nonvoting stock issued by
the Sponsor.
	 
	1.66	 	Stock Fund means the investment option described in Article 10.
	 
	1.67	 	Trust Agreement means any agreement establishing a trust to receive, hold, invest and dispose
of the Trust Fund.











			
	 	 	 
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	1.68	 	Trustee means the individual, individuals, corporation or combination thereof, acting as
trustee under the Trust Agreement at any time of reference.
	 
	1.69	 	Trust Fund means the assets of every kind and description held under the Trust Agreement.
	 
	1.70	 	Valuation Date means the last day of each calendar quarter, and such other date or dates as
the Administrator shall declare for the Plan or for any Account, category of Accounts or
Investment Fund. With respect to each Investment Fund other than the Stock Fund, each
business day that the New York Stock Exchange is open for trading shall also be a Valuation
Date.
	 
	1.71	 	Year of Service means any Computation Period during which an Employee completes at least
1,000 Hours of Service in accordance with the Hours of Service method.





* * * * End of Article 1 * * * *




			
	 	 	 
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ARTICLE 2.

ELIGIBILITY AND PARTICIPATION





	2.1	 	Eligibility.






	 	(a)	 	Participation. An Employee who was eligible to participate in the Plan prior
to the Effective Date of this restatement shall continue to be eligible to participate
in the Plan. Each other Employee shall become a Participant in the Plan on the first
day of the month next following the date the Employee is classified as a regular status
(non-temporary) Employee and is scheduled to work at least 20 hours per week for the
Employer or, if sooner, the first January 1 or July 1 next following the Employee’s
completion of one Year of Service.
	 
	 	(b)	 	Profit Sharing Contributions. A Participant who has satisfied the service
requirements of subsection (a) shall share in the allocation of Profit Sharing
Contributions and forfeitures for the Plan Year, if any, if the Participant is an
Employee of the Employer on the last day of the Plan Year quarter. Notwithstanding the
foregoing, a Participant shall be deemed to satisfy the requirement of this
subsection (b) upon the Participant’s Death, Disability or Retirement during
the quarter.
	 
	 	(c)	 	Suspension of Participation Requirements. If the Plan fails to satisfy the
coverage test of Code Section 410(b) or the benefits, rights and features test of Code
Section 401(a)(4) for any Plan Year, the Plan shall suspend the requirements of
subsection (b) (“allocation requirements”) as follows: Participants who have
the latest severance from employment date during the Plan Year quarter, continuing in
descending order for each Participant who incurred an earlier severance from
employment, from the latest to the earliest severance from employment date during the
Plan Year quarter.
	 
	 	 	 	If two or more Participants have the same severance from employment date, the Plan
will suspend the allocation requirements for all such Participants, irrespective of
whether the Plan can satisfy the coverage test by allocating benefits for fewer than
all such Participants. If the Plan suspends the allocation requirements for a
Participant, that Participant will share in the allocation of Profit Sharing
Contributions and forfeitures, if any, without regard to whether he or she is
employed by the Employer on the last day of the Plan Year quarter.






	2.2	 	Reinstatement of Participation.






	 	(a)	 	Participation After Reemployment. A Participant who has a severance from
employment shall again become a Participant on his or her Date of Reemployment if the
Participant is an Employee. An Employee who has a severance from employment but was
not a Participant in the Plan must satisfy the requirements of Section 2.1(a)
to be eligible to participate in the Plan upon his or her Date of Reemployment.
	 
	 	(b)	 	Reclassification as an Employee. In the event an individual who is not an
Employee becomes an Employee, such individual shall be eligible to make Elective
Deferrals and receive Matching Contributions and Profit Sharing Contributions on the
first day











			
	 	 	 
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of the month following the status change. In applying this subsection (b)
to any Employee, such Employee’s employment with all Controlled Group members shall
be treated as employment with the Employer.




	 	(c)	 	Leave of Absence. Any Employee who is a Participant at the time the Employee
is granted a Leave of Absence shall be eligible to continue to participate in any
contributions during the Employee’s Leave of Absence to the extent of any Plan
Compensation actually paid to the Employee by the Employer during the Leave of Absence.
Contributions, benefits and service credit with respect to a Period of Military Duty
will be provided in accordance with Code Section 414(u), provided the Employee returns
to active employment following discharge from such service within the period that the
Employee’s reemployment rights are protected under such provision. Notwithstanding the
foregoing, the Employee’s Account shall continue to be subject to its proportionate
share of any gains or losses or any other adjustments therein.






	2.3	 	Termination of Participation. A Participant shall cease to be a
Participant as of the date he or she has received a complete distribution of his or her
Account; provided, however, that for purposes of an Employee’s eligibility to receive an
allocation of Employer contributions or make Elective Deferrals, a Participant shall cease to
be a Participant on his or her severance from employment date.





* * * * End of Article 2 * * * *



 
			
	 	 	 
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ARTICLE 3.

SERVICE AND VESTING





	3.1	 	Service Counting Method. For purposes of eligibility and vesting,
all Employees shall be credited with service pursuant to the rules applicable to the Hours of
Service method.
	 
	3.2	 	Service with Related Employers.






	 	(a)	 	Controlled Group. For purposes of determining an Employee’s eligibility and
vesting service, service shall be deemed to include service with a member of the
Sponsor’s Controlled Group, performed during the time that such Controlled Group member
is or was actually under common control with the Sponsor within the meaning of Code
Section 414.
	 
	 	(b)	 	Transfer between Controlled Group Members. In the event an Employee is
transferred between Controlled Group members, the Employee shall retain his or her
accumulated service and eligibility. No such transfer shall effect a severance from
employment with the Employer under the Plan, and the Employer to which the Employee is
transferred shall become obligated with respect to such Employee in the same manner as
was the Employer from whom the Employee was transferred.
	 
	 	(c)	 	Imputed Service. Service with the following companies shall be taken into
account in determining an Employee’s eligibility and vesting service, regardless of
whether such company was a member of the Sponsor’s Controlled Group:






	 	(1)	 	In the case of Employees who were employed by First Citizens
Bank of Bozeman, Montana on January 1, 1995, service shall include Hours of
Service performed for First Citizens Bank of Bozeman, Montana prior to the time
it became a member of the Controlled Group.
	 
	 	(2)	 	In the case of Employees who were employed by First National
Park Bank, N.A. on July 1, 1995, service shall include Hours of Service
performed for First National Park Bank, N.A. prior to the time it became a
member of the Controlled Group.
	 
	 	(3)	 	In the case of Employees who were employed by the Helena,
Montana or Belgrade, Montana branch of First National Bank of Montana on the
date on which substantially all of the operating assets of the bank were
acquired by the Sponsor or a member of the Sponsor’s Controlled Group, service
shall include Hours of Service performed for First National Bank of Montana
prior to such date.
	 
	 	(4)	 	For purposes of determining service for individuals who were
Employees of First Interstate Bank of Wyoming, N.A., First Interstate Bank of
Montana, N.A., Mountain Bank, Security State Bank Shares, Security State Bank
and Trust Company, Equality State Bank, Equality Bankshares and Subsidiaries or
United States National Bank of Red Lodge on the date such organizations first
became members of the Sponsor’s Controlled Group, service previously completed
by such individuals as Employees of such organizations (including





			
	 	 	 
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	 	 	 	service for any affiliated or predecessor entity taken into account for
eligibility purposes in a qualified pension or profit sharing plan
maintained by such organizations) shall be taken into account to the same
extent as service completed for the Employer.
	 
	 	(5)	 	In the case of Employees who were employed by Iowa State Bank
and Trust immediately prior to becoming an Employee of the Employer on
January 1, 2006, service shall include Hours of Service performed for Iowa
State Bank and Trust prior to the time it became a member of the Controlled
Group.
	 
	 	(6)	 	In the case of Employees who were employed by First Western
Bank Sturgis, Sturgis, South Dakota, First Western Bank, Wall, South Dakota or
First Western Data, Inc. on the date in which all of the issued and outstanding
common stock and other equity interests in such entities were acquired by the
Sponsor, service shall include Hours of Service performed for First Western
Bank Sturgis, Sturgis, South Dakota, First Western Bank, Wall, South Dakota or
First Western Data, Inc. prior to such date.






	3.3	 	Vested Benefits. The balance in a Participant’s Account shall become
vested as follows:






	 	(a)	 	Fully Vested Accounts. A Participant shall be 100% vested at all times in the
value of his or her After-Tax Account, Before-Tax Account, Roth Account, QMAC Account,
QNEC Account, Rollover Account and Roth Rollover Account.
	 
	 	(b)	 	Matching and Profit Sharing Accounts.






	 	(1)	 	Participation as of January 1, 2001. A Participant who
was (A) a Participant prior to January 1, 2001, or (B) an Employee on or before
January 1, 2000, and became a Participant on January 1, 2001, after completion
of one Year of Service, or (C) an Employee prior to January 1, 2001, and became
a Participant after that date in accordance with Section 2.1(a), shall
at all times be 100% vested in his or her Matching Account and Profit Sharing
Account.
	 
	 	(2)	 	i_Tech Corporation. Employees: (A) who are employed by
the Sponsor on December 31, 2008, (B) who are Participants as of December 31,
2008, and (C) who shall transfer employment to i_Tech Corporation as of
January 1, 2009 pursuant to that certain Stock Purchase Agreement among Fiserv,
Inc., Fiserv Solutions, Inc. and First Interstate BancSystem, Inc. dated
December 15, 2008, shall be 100% vested in their Matching Account and Profit
Sharing Account as of December 31, 2008.
	 
	 	(3)	 	General. Participants not described in
subsections (1) or (2) shall be 100% vested in their Matching
Account and Profit Sharing Account upon completion of three Years of Service.






	 	(c)	 	Events Fully Vesting Participant Accounts. Notwithstanding
subsection (b), a Participant’s vested percentage will be 100% upon the
occurrence of any one of the following events:





			
	 	 	 
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	 	(1)	 	the Participant’s attainment of Retirement Age while employed
by the Employer,
	 
	 	(2)	 	the Participant suffers a Disability while employed by the
Employer, or
	 
	 	(3)	 	the Death of the Participant while employed by the Employer,
including the Participant’s Death while on a Period of Military Duty.






	3.4	 	Reinstatement of Vesting Service upon Reemployment.






	 	(a)	 	An Employee who has less than 5 consecutive Breaks in Service shall receive
credit for vesting purposes for all Years of Service completed prior to the Employee’s
Breaks in Service.
	 
	 	(b)	 	If a Participant incurs 5 consecutive Breaks in Service, Years of Service
occurring after the 5 consecutive Breaks in Service shall not be counted in order to
increase the Participant’s vested percentage with respect to Employer contributions
earned prior to the 5 consecutive Breaks in Service.






	3.5	 	Forfeitures. If a Participant has a severance from service before
fully vesting in his or her Matching Account and/or Profit Sharing Account and subsequently
receives a distribution of the entire vested portion of his or her Account (which may be
nothing if the Participant is 0% vested), or incurs 5 consecutive Breaks in Service, the
non-vested portion of the Participant’s Account shall be forfeited and applied in accordance
with Section 3.7. Such forfeiture shall take place on the earlier of –






	 	(a)	 	the Participant’s severance from service if the Participant is 0% vested;
	 
	 	(b)	 	the date the Participant receives a distribution of his or her vested Account;
or
	 
	 	(c)	 	the last day of the Plan Year in which the Participant first incurs 5
consecutive Breaks in Service.






	3.6	 	Restoration of Forfeited Amounts upon Reemployment. If a Participant
is rehired, amounts previously forfeited, if any, shall be treated as follows:






	 	(a)	 	Restoration On Date of Reemployment. If the Participant is rehired prior to
the occurrence of 5 consecutive Breaks in Service and forfeited his or her Account in
accordance with Section 3.5(a), the previously forfeited amounts shall be
restored to the Participant’s Account as of his or her Date of Reemployment.
	 
	 	(b)	 	Restoration If Distribution Repaid. If the Participant is rehired prior to the
occurrence of 5 consecutive Breaks in Service and forfeited his or her non-vested
Account in accordance with Section 3.5(b), such Participant shall be given the
opportunity to recontribute the full amount of the prior distribution from the Plan.
If the Participant recontributes the full amount of the prior distribution before the
date that is 5 years after the Participant’s Date of Reemployment, the previously
forfeited amounts shall be restored to his or her Account without interest. If a
Participant fails to contribute the full amount of the prior distribution, any
previously forfeited amounts which would otherwise be restored pursuant to this section
shall not be






			
	 	 	 
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	 	 	 	restored. Participants shall not be permitted to repay only a portion of a previous
distribution.






	 	(c)	 	No Restoration. If the Participant is rehired after 5 consecutive Breaks in
Service, no portion of the Participant’s non-vested Account shall be restored and the
Participant’s vested Account, if any, shall be maintained as a separate, fully vested
Account.
	 
	 	(d)	 	Source of Restored Amounts. Forfeited amounts to be restored for any Plan Year
may be restored from forfeitures as of the last day of a Plan Year, from additional
Employer contributions for such Plan Year, from Trust Fund income, or from a
combination of these methods, as determined in the Administrator’s sole discretion.






	3.7	 	Disposition of Forfeitures. Forfeitures arising during a Plan Year
that are not used to restore a Participant’s Account as of the last day of such Plan Year may
be used for any of the following purposes: (a) to reduce Employer contributions for the Plan
Year and (b) to pay the reasonable expenses of administering the Plan. The determination of
the disposition of forfeitures shall be made by the Administrator in its sole discretion.
Forfeitures under the Plan shall be available as provided under this Section 3.7
without regard to which Employer contributed such assets.





* * * * End of Article 3 * * * *




			
	 	 	 
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ARTICLE 4.

CONTRIBUTIONS





	4.1	 	Elective Deferrals. A Participant may elect to have the Employer
contribute to the Trust Fund a percentage of the Participant’s Plan Compensation for any Plan
Year subject to the limitations described in Section 5.2. The percentage specified
shall not be less than one percent (1%) and shall be in whole percentages only. Elections
shall be made at such times and in such manner in accordance with a uniform policy to be
established by the Administrator. For contributions made on or after January 1, 2008, the
Participant shall specify whether the Elective Deferrals made pursuant to this
Section 4.1 are Before-Tax Contributions or Roth Contributions. Participants shall be
permitted to change the designation of future Elective Deferrals on a prospective basis. If
the Participant fails to designate, the Plan shall treat all Elective Deferrals as Before-Tax
Contributions. Elective Deferrals shall also be subject to the following rules:






	 	(a)	 	Source of Elective Deferrals. The amount each Participant receives from the
Employer as Plan Compensation shall be reduced by the amount that the Participant
elected to have the Administrator contribute to the Trust Fund as Elective Deferrals
pursuant to this Section 4.1. Amounts contributed to the Participant’s Account
pursuant to this section shall for all purposes be deemed to be Employer contributions.
	 
	 	(b)	 	Method of Election. Participants may elect to make Elective Deferrals in one
of the following methods:






	 	(1)	 	Affirmative Election. Participants may affirmatively
elect to make Elective Deferrals in such manner as approved by the
Administrator and, for contributions made on or after January 1, 2008, shall
designate whether such Elective Deferrals constitute Before-Tax Contributions
or Roth Contributions. Participants may also change existing elections or
reduce their election to zero.
	 
	 	(2)	 	Automatic Election. Each Employee who becomes a
Participant will be deemed to have elected to make Elective Deferrals equal to
4% of Plan Compensation, and will be deemed to have elected that the Employer
reduce the Participant’s Plan Compensation by an equivalent amount for such
purpose, effective the first day of the month following the Participant’s Date
of Employment or on the Participant’s Date of Reemployment. In addition, the
Participant will be deemed to have designated that such Elective Deferrals
constitute Before-Tax Contributions; provided, however, that no Before-Tax
Contribution (or corresponding reduction in Plan Compensation) shall be deemed
to have been authorized under this subsection (b)(2) if the Participant
affirmatively elects, in such manner as approved by the Administrator, to make
an Elective Deferral Contribution in accordance with subsection (1) no
later than the Friday next preceding the applicable payday.






	 	(c)	 	Roth Contributions. For purposes of calculating the Five Taxable Year Period
with regard to Roth Contributions, the Administrator shall maintain a record of the





			
	 	 	 
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	 	 	 	Participant’s Roth Contributions (exclusive of earnings) in accordance with Code
Section 72 and the date the Participant first made a Roth Contribution under the
Plan.
	 
	 	(d)	 	Catch-Up Contributions. Catch-Up Before-Tax Contributions and Catch-Up Roth
Contributions are Elective Deferrals made to the Plan by an Employee who is eligible to
make catch-up contributions in accordance with, and subject to the limitations of, Code
Section 414(v). Employees are eligible to make Catch-Up Roth Contributions and
Catch-Up Before-Tax Contributions at any time during the Plan Year if they are eligible
to participate in the Plan in accordance with Section 2.1 and if they will
attain age 50 before the close of the Plan Year. Catch-Up Roth Contributions and
Catch-Up Before-Tax Contributions shall be made at such times and in such manner as
shall be determined in accordance with a uniform policy to be established by the
Administrator and shall not be taken into account for purposes of the provisions of the
Plan implementing the required limitations of Code Sections 402(g) and 415. The Plan
shall not be treated as failing to satisfy the provisions of the Plan implementing the
requirements of Code Section 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416, as
applicable, by reason of the making of Catch-Up Roth Contributions or Catch-Up
Before-Tax Contributions. If a Participant fails to designate whether catch-up
contributions are Catch-Up Roth Contributions or Catch-Up Before-Tax Contributions, the
Plan shall treat such contributions as Catch-Up Before-Tax Contributions.






	4.2	 	Matching Contributions. Each Employer shall make a Matching
Contribution to the Plan on behalf of each eligible Participant equal to 125% of the first 4%
of Plan Compensation contributed by a Participant to the Plan as Elective Deferrals. Matching
Contributions shall be contributed to the Plan on a payroll-by-payroll basis. Notwithstanding
the foregoing, the Employer may, at the end of the Plan Year or as soon as administratively
practicable, make “true-up” Matching Contributions to the Account of any Participant who
deferred for such Plan Year the maximum amount of Elective Deferrals permitted but who has not
received the maximum Matching Contribution to which the Participant was otherwise entitled.
	 
	4.3	 	Profit Sharing Contributions.






	 	(a)	 	Discretionary Profit Sharing Contributions. The Employer may make
contributions to the Plan in such amounts as the Employer may determine, in its sole
discretion, in any Plan Year.
	 
	 	(b)	 	Profits. Payment of Profit Sharing Contributions shall not be contingent on
the existence of current or accumulated profits of the Employer.
	 
	 	(c)	 	Allocation. Profit Sharing Contributions, if any, shall be allocated to each
Participant, including a Participant on a Period of Military Duty, as of the last day
of each Plan Year quarter, who is employed or on a Period of Military Duty on the last
day of the quarter (or who Retired, died or incurred a Disability during the quarter)
in the proportion that the Plan Compensation of each Participant for that quarter bears
to the total Plan Compensation of all Participants for that quarter. For purposes of
this subsection (c) only, Plan Compensation for a Participant on a Period of
Military Duty





			
	 	 	 
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	 	 	 	shall be the amount of such Participant’s regular compensation in effect at the time
the Period of Military Duty commences.






	4.4	 	After-Tax Contributions. Effective January 1, 1989, After-Tax
Contributions are not permitted. Prior to January 1, 1989, Participants were allowed to
contribute a specified percentage of their Plan Compensation to the Plan as an after-tax
contribution.
	 
	4.5	 	Rollover Contributions.






	 	(a)	 	Acceptance of Rollovers. Subject to subsection (b) and approval by the
Administrator, the Trustee may accept on behalf of any Employee, whether or not that
Employee is then eligible to be a Participant, an eligible Rollover Contribution from
an employees’ trust described in Code Section 401(a) and exempt from taxation under
Code Section 501(a) (whether the Employee receives the distribution from such plan as a
participant or a spousal beneficiary), an annuity plan described in Code Section 403(a)
or a conduit individual retirement account described in Code Section 408. Rollover
Contributions must be received by the Trustee on or before the 60th day after the day
on which the Participant receives or is deemed to receive the distribution unless such
rollover is a direct rollover of an eligible rollover distribution.
	 
	 	 	 	Prior to accepting a Rollover Contribution, the Administrator may require the
Employee to establish and/or provide an opinion of counsel that the amounts to be
rolled over meet the requirements of this subsection (a). The amount so
transferred shall be held in a separate account in the name of the Employee and
treated as a part of the Employee’s Account balance for all purposes except for
determining whether the Account balance exceeds the Cash-Out Limit.
	 
	 	(b)	 	Special Rules for Rollovers of Roth Contributions. The Administrator may
accept a direct rollover of an eligible rollover distribution from a designated Roth
account from another plan qualified under Code Section 401(a) but shall not accept an
eligible rollover distribution from a Roth IRA, a designated Roth account from a plan
qualified under Code Section 403(b), or through a participant rollover within 60 days
of receiving a distribution from a plan qualified under Code Section 401(a).
	 
	 	 	 	Prior to accepting a direct rollover of an eligible rollover distribution from a
designated Roth account, the Administrator shall require the transferring plan to
provide a statement indicating the first year of the Five Taxable Year Period and
the portion of the distribution that is attributable to designated Roth
contributions (exclusive of earnings) under Code Section 72, or alternatively, that
the distribution is a Qualified Distribution.






	4.6	 	Timing of Contributions.






	 	(a)	 	Employer Contributions. Employer Contributions, other than Elective Deferrals,
shall be paid by the Employer to the Trustee not later than the due date of the
Employer’s federal income tax return for the year (including extensions), or within
such period as may be designated from time to time by the Code as the period within
which such contributions may be deducted from income tax for the year.





			
	 	 	 
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	 	(b)	 	Elective Deferrals. Elective Deferrals shall be paid by the Employer to the
Trustee as soon as reasonably segregated from the Employer’s general assets, but in any
event, no later than the 15th business day of the month following the month in which
such amounts would otherwise have been payable to the Participants in cash, or such
other maximum time period permitted by ERISA or the Code.





* * * * End of Article 4 * * * *




			
	 	 	 
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ARTICLE 5.

LIMITATIONS; NONDISCRIMINATION TESTS





	5.1	 	Maximum Deductible Contributions. Employer contributions for each
Plan Year shall be limited to the maximum amount deductible under Code Section 404 for the
Employer’s tax year in which the Plan Year ends. If Employer contributions exceed the
deductible contribution limit in any Plan Year, the Employer may instruct the Trustee to
return the excess, non-deductible contribution in accordance with Section 13.3(b).
	 
	5.2	 	Elective Deferral Limit. Notwithstanding Section 4.1, the
following limitation on Elective Deferrals shall apply.






	 	(a)	 	General Rule. A Participant’s Elective Deferrals for a calendar year shall not
exceed the Code Section 402(g) limit on elective deferrals, as may be adjusted pursuant
to Code Section 402(g)(4) (“Elective Deferral Limit”). If the Administrator determines
a Participant’s Elective Deferrals for a calendar year would exceed the Elective
Deferral Limit, the Administrator shall suspend the Participant’s Elective Deferrals
until the following January 1. If a Participant makes elective deferrals to another
cash or deferred arrangement, or contributes under a simplified employee pension cash
or deferred arrangement, Code Section 403(b) annuity, Code Section 457 plan, or
Code Section 501(c)(18) plan (irrespective of whether the Employer maintains the other
plan), and the Participant’s contributions exceed the Elective Deferral Limit, the
Participant shall have the right to provide the Administrator with a written claim for
the amount that exceeds the Elective Deferral Limit made for a calendar year. The
Participant shall submit the claim no later than the March 31 following the close of
the calendar year and the claim shall specify the amount of the excess.
	 
	 	(b)	 	Distribution of Excess Amount. If, after the close of a calendar year, the
Administrator determines a Participant’s Elective Deferrals exceed the Elective
Deferral Limit or if the Administrator receives a timely claim as described in
subsection (a), it shall distribute the excess amount or the amount of the
claim no later than April 15 of the calendar year following the calendar year in which
the excess occurred, or if later, the calendar year in which the excess amount was
discovered. If the Administrator distributes the excess amount by the appropriate
April 15, it may make the distribution irrespective of any other provision under this
Plan or the Code.
	 
	 	(c)	 	Distribution of Before-Tax Contributions and Roth Contributions. The
Participant may elect, under procedures established by the Administrator, whether
distribution of amounts exceeding the Elective Deferral Limit shall first be made from
the Participant’s Before-Tax Contributions, Roth Contributions or a combination of both
to the extent such contributions were made during the Plan Year in which the excess
occurred. If no election is made, the Administrator shall distribute excess amounts
pro rata, based on the amount of Before-Tax Contributions and Roth Contributions made
during the Plan Year in which the excess occurred. A distribution from the
Participant’s Roth Account under this Section 5.2 shall not be treated as a
Qualified Distribution.
	 
	 	(d)	 	Determination of Allocable Income or Loss. The Administrator shall adjust
amounts to be distributed under this Section 5.2 for income or loss up to the
date of





			
	 	 	 
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	 	 	 	distribution. The Administrator may use any reasonable method for computing the
income or loss allocable to such amounts, provided that the method does not violate
Code Section 401(a)(4) and is used consistently for allocating income or loss to
Participant Accounts and for all corrective distributions under the Plan for the
Plan Year.






	5.3	 	Average Deferral Percentage Limitations.






	 	(a)	 	General Rule. For each Plan Year, the ADP for Participants who are Highly
Compensated Employees and the ADP for Participants who are Non-Highly Compensated
Employees must satisfy either of the following ADP tests:






	 	(1)	 	The ADP for eligible Highly Compensated Employees for any Plan
Year shall not exceed the ADP for eligible Non-Highly Compensated Employees
multiplied by 1.25; or
	 
	 	(2)	 	The ADP for eligible Highly Compensated Employees for any Plan
Year shall not exceed the ADP for eligible Non-Highly Compensated Employees
multiplied by 2, provided that the ADP for eligible Highly Compensated
Employees for such year is not more than two percentage points higher than the
ADP for eligible Non-Highly Compensated Employees for such year.






	 	(b)	 	Use of Current Year Data. The ADP for both Highly Compensated Employees and
Non-Highly Compensation Employees shall be calculated using data from the current Plan
Year.
	 
	 	(c)	 	Aggregation of Plans.






	 	(1)	 	The actual deferral ratio shall be determined with respect to
any Participant who is a Highly Compensated Employee for the Plan Year by
aggregating his or her elective deferrals in all plans maintained by all
members of the Controlled Group. If a Highly Compensated Employee participates
in two or more cash or deferred arrangements that have different plan years,
all cash or deferred arrangements ending with or within the same calendar year
shall be treated as a single arrangement.
	 
	 	(2)	 	In the event that this Plan satisfies the requirements of Code
Section 401(k), 401(a)(4) or 410(b) only if aggregated with one or more other
plans, or if one or more other plans satisfy the requirements of such sections
only if aggregated with this Plan, then this section shall be applied by
determining the ADP as if all such plans were a single plan. A plan may be
aggregated with this Plan in order to satisfy Code Section 401(k) only if they
have the same plan year.






	 	(d)	 	Calculation of ADP. The ADP for each group is the average of the actual
deferral ratios, calculated separately for each Highly Compensated Employee and
Non-Highly Compensated Employee, by dividing such Participant’s Elective Deferrals for
the applicable Plan Year (plus all or a portion of QNECs, if any, made with respect to
the Participant for such Plan Year) by the Participant’s Section 415 Compensation. For
purposes of this section, Elective Deferrals shall not include: (1) Catch-Up Roth





			
	 	 	 
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	 	 	 	Contributions; (2) Catch-Up Before-Tax Contributions; (3) excess contributions by
Non-Highly Compensated Employees that arise solely from Elective Deferrals made
under the Plan or any other plan maintained by the Employer; and (4) Elective
Deferrals taken into account for the ACP test, provided the ADP test is satisfied
both by excluding and not excluding such Elective Deferrals.






	 	(e)	 	Correcting ADP Failure – Contribution of QNECs. For any Plan Year, the
Employer may, in its discretion, elect to make QNECs to the Plan on behalf of
Non-Highly Compensated Employees to the extent necessary to satisfy the requirements of
this section.
	 
	 	(f)	 	Correcting ADP Failure – Conversion to Catch-Up Contributions. For any Plan
Year, the Employer may elect to convert Elective Deferrals made to the Plan on behalf
of a Highly Compensated Employee to catch-up contributions to the extent necessary to
satisfy the requirements of this section, provided such Highly Compensated Employee is
eligible to make catch-up contributions and has not exceeded the catch-up contribution
limit under Code Section 414(v). Affected Participants may elect, under procedures
established by the Administrator, whether Before-Tax Contributions or Roth
Contributions will be converted to Catch-Up Before-Tax Contributions or Catch-Up Roth
Contributions respectively to the extent such contributions were made for the Plan
Year. If no election is made, the Administrator shall correct the ADP failure under
this subsection pro rata, based on the amount of Before-Tax Contributions and Roth
Contributions made during the Plan Year in which the Excess Deferrals occurred.
	 
	 	(g)	 	Correcting ADP Failure – Refund of Excess Deferrals. This
subsection (g) shall be a correction method that may be used as an alternative
to, or in combination with, subsections (e) and/or (f).






	 	(1)	 	Timing. To the extent administratively practicable,
the refund of Excess Deferrals shall occur within 21/2 months following the Plan
Year in which the excess occurred, but in no event shall such distribution
occur later than 12 months following the Plan Year in which the excess
occurred. If the payments are made more than 21/2 months after the last day of
the Plan Year for which the Excess Deferrals were made, the Employer will be
subject to a 10% excise tax. The amount of the Excess Deferrals that are
distributed with respect to any Highly Compensated Employee for a Plan Year
shall be reduced by any Excess Deferrals that were previously distributed to
the individual for the Plan Year to meet the requirements of any other
limitation imposed by law.
	 
	 	(2)	 	Correction. Refunds of Excess Deferrals will be made
by (A) determining the amount of the total Excess Deferrals that must be
distributed in order to meet the ADP test, and then (B) reducing the dollar
amount of Elective Deferrals of the Highly Compensated Employees with the
highest dollar amount of Elective Deferrals to the level of the Highly
Compensated Employees with the next highest dollar amount of Elective Deferrals
and refunding the excess amount to the affected Highly Compensated Employees.
However, if a lesser reduction, when added to the total amount distributed
under step (B), would





			
	 	 	 
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	 	 	 	equal the amount of the excess, then the lesser amount will be distributed.
If the total amount distributed is less than the total Excess Deferrals,
then step (B) will be repeated as many times as necessary. To the extent an
affected Highly Compensated Employee has not reached the catch-up
contribution limit under the Plan, Excess Deferrals allocated to that Highly
Compensated Employee may be recharacterized by him or her as Catch-Up Roth
Contributions and/or Catch-Up Before-Tax Contributions in accordance with
subsection (3).
	 
	 	(3)	 	Designation. The Participant may elect, under
procedures established by the Administrator, whether distribution of Excess
Deferrals shall be made from the Participant’s Before-Tax Account and/or Roth
Account to the extent such contributions were made for the Plan Year. If no
election is made, the Administrator shall distribute Excess Deferrals pro rata,
based on the amount of Before-Tax Contributions and Roth Contributions made
during the Plan Year in which the Excess Deferrals occurred. A distribution of
Excess Deferrals from the Participant’s Roth Account shall not be treated as a
Qualified Distribution.
	 
	 	(4)	 	Income or Loss. The Administrator shall adjust Excess
Deferrals for any income or loss up to the last day of the Plan Year in which
the excess occurred; provided; however, that prior to January 1, 2008, Excess
Deferrals shall be adjusted for income and loss up to the date of distribution.
The Administrator may use any reasonable method for computing the income or
loss allocable to such Excess Deferrals, provided that the method does not
violate Code Section 401(a)(4) and is used consistently for allocating income
or loss to the Participant Accounts and for all corrective distributions under
the Plan for the Plan Year.






	5.4	 	Average Contribution Percentage Limitations.






	 	(a)	 	General Rule. The aggregate of the Matching Contributions, if any, and any
other contributions which shall be aggregated with such contributions as further
described below, which are credited on behalf of Participants must satisfy one of the
following ACP tests:






	 	(1)	 	The ACP for eligible Highly Compensated Employees for any Plan
Year shall not exceed the ACP for eligible Non-Highly Compensated Employees
multiplied by 1.25;or
	 
	 	(2)	 	The ACP for eligible Highly Compensated Employees for any Plan
Year shall not exceed the ACP for eligible Non-Highly Compensated Employees
multiplied by 2, provided that the ACP for eligible Highly Compensated
Employees for such year is not more than two percentage points higher than the
ACP for eligible Non-Highly Compensated Employees for such year.






	 	(b)	 	Use of Current Year Data. The ACP for both Highly Compensated Employees and
Non-Highly Compensation Employees shall be calculated using data from the current Plan
Year.





			
	 	 	 
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	 	(c)	 	Aggregation of Plans.






	 	(1)	 	The actual contribution ratio shall be determined with respect
to any Participant who is a Highly Compensated Employee for the Plan Year by
aggregating matching contributions in all plans maintained by all members of
the Controlled Group. If a Highly Compensated Employee participates in two or
more cash or deferred arrangements that have different plan years, all cash or
deferred arrangements ending with or within the same calendar year shall be
treated as a single arrangement.
	 
	 	(2)	 	In the event that this Plan satisfies the requirements of Code
Section 401(k), 401(a)(4) or 410(b) only if aggregated with one or more other
plans, or if one or more other plans satisfy the requirements of such sections
only if aggregated with this Plan, then this section shall be applied by
determining the ACP as if all such plans were a single plan. A plan may be
aggregated with this Plan in order to satisfy Code Section 401(m) only if it
has the same plan year.






	 	(d)	 	Calculation of ACP. The ACP for each group is the average of the separate
contribution percentages calculated for each Highly Compensated Employee and each
Non-Highly Compensated Employee. A Participant’s contribution percentage for a Plan
Year is the ratio of the Participant’s aggregate Matching Contributions for the Plan
Year to the Participant’s Section 415 Compensation for the Plan Year. Each
Participant’s contribution percentage shall be calculated to the nearest 100th of 1%.
	 
	 	(e)	 	Correcting ACP Failure – Contribution of QMACs. For any Plan Year, the
Employer may, in its discretion, elect to make QMACs to the Plan on behalf of
Non-Highly Compensated Employees to the extent necessary to satisfy the requirements of
this section.
	 
	 	(f)	 	Correcting ACP Failure – Conversion of Excess Aggregate Contributions. For any
Plan Year, the Employer may, in its discretion, elect to convert Matching Contributions
made to the Plan on behalf of Non-Highly Compensated Employees to QMACs to the extent
necessary to satisfy the requirements of this section.
	 
	 	(g)	 	Correcting ACP Failure – Forfeiture of Excess Aggregate Contributions.
This subsection (g) shall be a correction method that may be used as an
alternative to, or in combination with, subsections (e) and/or (f).






	 	(1)	 	Timing. To the extent administratively practicable,
the forfeiture of Excess Aggregate Contributions, adjusted for earnings, shall
occur within 21/2 months following the Plan Year in which the excess occurred,
but in no event shall such forfeiture occur later than 12 months following the
Plan Year in which the excess occurred. If the forfeitures are made more than
21/2  months after the last day of the Plan Year for which the Excess Aggregate
Contributions were made, the Employer will be subject to a 10% excise tax.
	 
	 	(2)	 	Correction. Corrections of Excess Aggregate
Contributions shall be made by (A) determining the amount of the total Excess
Aggregate Contributions that must be forfeited in order to meet the ACP test,
and then (B) reducing the





			
	 	 	 
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	 	 	 	dollar amount of Excess Aggregate Contributions of the Highly Compensated
Employees with the highest dollar amount of Excess Aggregate Contributions
to the level of the Highly Compensated Employees with the next highest
dollar amount of Excess Aggregate Contributions. However, if a lesser
reduction, when added to the total amount forfeited under step (B), would
equal the total amount of the excess, then the lesser amount shall be
forfeited. If the total amount forfeited is less than the total Excess
Aggregate Contributions, then step (B) shall be repeated as many times as
necessary.
	 
	 	(3)	 	Source. Excess Aggregate Contributions will be
distributed from a Highly Compensated Employee’s Matching Account, then
forfeitures, to the extent necessary to effect the required correction.
	 
	 	(4)	 	Income or Loss. The Administrator shall adjust Excess
Aggregate Contributions for any income or loss up to the last day of the Plan
Year in which the excess occurred; provided; however, that prior to January 1,
2008, Excess Aggregate Contributions shall be adjusted for income and loss up
to the date of distribution. The Administrator may use any reasonable method
for computing the income or loss allocable to Excess Aggregate Contributions,
provided that the method does not violate Code Section 401(a)(4) and is used
consistently for allocating income or loss to Participants’ Accounts and for
all corrective distributions under the Plan for the Plan Year.






	5.5	 	Annual Additions Limitation.






	 	(a)	 	General Rule. The maximum Annual Additions credited to any Participant for any
Limitation Year under this Plan, when aggregated with the Annual Additions to any other
qualified defined contribution plan maintained by the Employer or any other member of
the Controlled Group, shall not exceed an amount equal to the lesser of—






	 	(1)	 	100% of the Participant’s Section 415 Compensation for the
Limitation Year, or
	 
	 	(2)	 	$40,000, as adjusted for cost of living increases under Code
Section 415(d).






	 	(b)	 	Excess Annual Additions. Excess Annual Additions allocated to a Participant
shall be corrected through the Employee Plans Compliance Resolution System or such
other correction method allowed by statute, Regulations or regulatory authorities.






	5.6	 	Incorporation by Reference to Limitations. Notwithstanding anything
herein to the contrary, the provisions of this Article 5 shall be applied and
construed in accordance with Code Section 415 and related Regulations, which are incorporated
herein by reference. Maximum use of all transition rules available under Code Section 415
shall be utilized to the extent necessary to adhere to the limitations of this article. To
the extent any provisions of the Plan conflict with Code Section 415 or the applicable
Regulations, Code Section 415 and the applicable Regulations shall govern.





* * * * End of Article 5 * * * *




			
	 	 	 
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ARTICLE 6.

DISTRIBUTION OF PLAN BENEFITS





	6.1	 	Distributable Events. A Participant’s Account shall be distributable
upon Retirement, Disability, Death or severance from employment with the Employer for reasons
other than Retirement, Disability or Death. Effective January 1, 2009, a Participant on
qualified military service (within the meaning of Code Section 414(u)) for more than 30 days
shall be considered terminated from employment for purposes of taking a distribution of his or
her Account; provided, however, that such Participant shall be prohibited from making Elective
Deferrals or other Employee contributions to the Plan for a six-month period beginning on the
date of the distribution.
	 
	6.2	 	Amount of Plan Benefits. Upon the occurrence of a distributable
event, the Participant (or his or her Beneficiary) shall become entitled to the vested value
of the Account determined as of the Valuation Date immediately preceding the Distribution
Date.
	 
	6.3	 	Form of Distribution. Upon the occurrence of a distributable event,
distribution shall be in one of the following forms. If the value of the Participant’s vested
Account exceeds the Cash-Out Limit, the Administrator shall not distribute the Account without
the written consent of the Participant:






	 	(a)	 	Automatic Cash-Out. If the Participant’s vested Account does not exceed
$1,000, the Administrator shall direct that such amount be paid to the Participant in a
lump sum payment of cash unless otherwise elected by the Participant. If the
Participant’s vested Account exceeds $1,000 but does not exceed the Cash-Out Limit, the
Administrator shall direct that such amount be paid to an individual retirement account
designated by the Administrator unless otherwise elected by the Participant. All
distributions under this subsection (a) shall be paid as soon as
administratively practicable following the distributable event.
	 
	 	(b)	 	In General.






	 	(1)	 	Normal Form of Distribution. The Participant’s vested
Account shall be distributed in a lump sum payment in cash, unless the
Participant is eligible to and affirmatively elects an optional form of
payment.
	 
	 	(2)	 	Optional Forms. Participants who terminate employment
on account of Retirement, Death or Disability (and Beneficiaries of such
Participants) may elect to receive their vested Accounts in installment
payments; provided, however, that any installment payments attributable to
amounts in the Stock Fund shall only be made on a Distribution Date applicable
to the Stock Fund. At the time a Participant or Beneficiary elects installment
payments, he or she must elect which of the following methods shall govern the
amount of each payment:






	 	(A)	 	Fixed Period Method. Under this method, a
fixed number of annual installments must be elected and the amount of
each installment shall equal the quotient obtained by dividing the
vested Account at the beginning of the Plan Year by the number of
unpaid annual





			
	 	 	 
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	 	 	 	installments remaining (including the installment being calculated).
So long as the amount of any installment payment made under this
subsection equals or exceeds the amount of the distribution
processing fee, the Participant or Beneficiary may elect to receive
each annual installment:






	 	(i)	 	in a single payment each Plan
Year;
	 
	 	(ii)	 	in 4 equal quarterly payments
each Plan Year; or
	 
	 	(iii)	 	in 12 equal monthly payments
each Plan Year.






	 	(B)	 	Fixed Amount Method. Under this method, the
amount of each annual, quarterly or monthly installment shall be a
single fixed dollar amount elected by the Participant or Beneficiary,
which shall not exceed the Applicable Percentage of the vested Account
at the time the series of installments commence. The “Applicable
Percentage” shall be 10%, 2.5% or 0.83% in the case of an annual,
quarterly or monthly distribution respectively. The installment shall
be paid to the Participant or Beneficiary:






	 	(i)	 	with regard to annual
installments, in a single payment each Plan Year;
	 
	 	(ii)	 	with regard to quarterly
installments, in 4 equal quarterly payments each Plan Year; or
	 
	 	(iii)	 	with regard to monthly
installments, in 12 equal monthly payments each Plan Year.






	 	 	 	If the aggregate amount of installment payments under this
subsection (B) does not satisfy the minimum required
distribution rules of Section 6.5, the Administrator shall
cause the Trustee to distribute the difference to the Participant or
Beneficiary within the time required by that section.
	 
	 	(C)	 	Minimum Distribution Method. If distribution
of the Participant’s vested Account begins during a calendar year in
which a minimum distribution is required under Section 6.5, the
Participant or Beneficiary may elect to receive an amount each year
that is equal to the required minimum distribution for the year, which
such amount may be distributed in an annual payment or quarterly or
monthly payments.






	 	(3)	 	Additional Payments; Change in Optional Form. A
Participant or Beneficiary may elect to withdraw an additional amount by
delivering to the Administrator a completed election form no later than the
last day of the month preceding the Distribution date. A Participant may also
elect to change the method of distribution of future installment payments by
making a





			
	 	 	 
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new election in accordance with this subsection (b)(2) or by
electing a lump sum distribution of his or her remaining Account balance.




	6.4	 	Timing of Distributions.






	 	(a)	 	Distribution Date. The total amount that a Participant is entitled to receive
under this Article 6 shall be distributed as follows:






	 	(1)	 	If the amount does not exceed the Cash-Out Limit, the
Administrator shall direct the Trustee to distribute the vested Account in
accordance with Section 6.3(a).
	 
	 	(2)	 	If the amount exceeds the Cash-Out Limit, the Participant may
elect any Distribution Date to have his or her vested Account paid to him or
her. If the Participant does not make an affirmative election to defer receipt
of his or her Account or to roll his or her Account to an eligible retirement
plan (as defined in Section 6.7(c)), the Participant’s entire vested
Account shall be paid to him or her in a lump sum payment of cash on the
Distribution Date following the date the Participant reaches age 62.
	 
	 	 	 	Unless the Participant elects otherwise and subject to Section 6.5,
distributions must begin not later than the sixtieth 60th day after the
latest of the close of the Plan Year in which: (A) the Participant attains
Retirement Age; (B) the Participant reaches his or her 10th anniversary of
the year in which the Participant began participation in the Plan; or
(C) the Participant terminates employment with the Employer; provided,
however, that if the amount of the distribution cannot be ascertained or if
it is not possible to make such payment on the applicable Distribution Date
because the Administrator is unable to locate the Participant after making
reasonable efforts to do so, in accordance with Regulation
Section 1.401(a)-14(d), a payment retroactive to such Distribution Date may
be made no later than 60 days after the earliest date on which the amount of
such payment can be ascertained or the date on which the Participant is
located, whichever applies.






	 	(b)	 	Benefit Notice. The Administrator shall provide a benefit notice to the
Participant not earlier than 180 days before the Participant’s benefit starting date.
The notice shall explain the optional methods of distribution from the Plan, including
the material features and relative values of those methods, the Participant’s right to
defer distribution until the Participant attains his or her Required Beginning Date,
the consequences of the Participant’s failure to defer and the Participant’s right to
consider whether to elect a distribution for a period of at least 30 days. Such
distribution may commence fewer than 30 days after the benefit notice is given,
provided that the Participant, after receiving the notice, affirmatively elects a
distribution.






	6.5	 	Required Minimum Distributions. For purposes of determining required
minimum distributions for calendar years beginning with the 2003 calendar year, all
distributions made under this Plan shall be determined and made in accordance with Code
Section 401(a)(9) and the related Regulations, including the minimum incidental death benefit
requirement of Code





			
	 	 	 
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	 	 	Section 401(a)(9)(G) and Regulation Section 1.401(a)(9)-2. The requirements of this section
shall take precedence over any provisions of the Plan that are inconsistent with Code
Section 401(a)(9).






	 	(a)	 	Distributions Beginning During Participant’s Lifetime. The Participant’s
Account shall be distributed, or begin to be distributed, to the Participant no later
than the Participant’s Required Beginning Date.






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






	 	(A)	 	the quotient obtained by dividing the
Participant’s vested Account by the distribution period in the Uniform
Lifetime Table set forth in Regulation Section 1.401(a)(9)-9, using the
Participant’s age as of the Participant’s birthday in the Distribution
Calendar Year; or
	 
	 	(B)	 	if the Participant’s sole Designated
Beneficiary for the Distribution Calendar Year is the Participant’s
Spouse, the quotient obtained by dividing the Participant’s vested
Account by the number in the Joint and Last Survivor Table set forth in
Regulation Section 1.401(a)(9)-9, using the Participant’s and Spouse’s
attained ages as of the Participant’s and Spouse’s birthdays in the
Distribution Calendar Year.






	 	(2)	 	Required Minimum Distributions Through Year of
Participant’s Death. Required minimum distributions during the
Participant’s lifetime shall begin with the first Distribution Calendar Year
and end with the Distribution Calendar Year that includes the Participant’s
date of Death.






	 	(b)	 	Distributions on or after Required Beginning Date. If the Participant dies on
or after his or her Required Beginning Date, the Participant’s Account shall be
distributed as follows:






	 	(1)	 	Participant Survived by Designated Beneficiary. The
minimum amount that shall be distributed for each Distribution Calendar Year
after the year of the Participant’s Death is the quotient obtained by dividing
the Participant’s Account by the longer of the remaining Life Expectancy of the
Participant or the remaining Life Expectancy of the Participant’s Designated
Beneficiary, determined as follows:






	 	(A)	 	The Participant’s remaining Life Expectancy is
calculated using the age of the Participant in the year of Death,
reduced by 1 for each subsequent year.
	 
	 	(B)	 	If the Participant’s sole Designated
Beneficiary is the Participant’s Spouse, the remaining Life Expectancy
of the Spouse is calculated for each Distribution Calendar Year after
the year of the Participant’s Death using the Spouse’s age as of the
Spouse’s birthday in that year.





			
	 	 	 
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	 	 	 	For Distribution Calendar Years after the year of the Spouse’s Death,
the remaining Life Expectancy of the Spouse is calculated using the
age of the Spouse as of the Spouse’s birthday in the calendar year of
the Spouse’s Death, reduced by 1 for each subsequent calendar year.
	 
	 	(C)	 	If the Participant’s Spouse is not the
Participant’s sole Designated Beneficiary, the Designated Beneficiary’s
remaining Life Expectancy is calculated using the age of the Designated
Beneficiary in the year following the year of the Participant’s Death,
reduced by 1 for each subsequent year.






	 	(2)	 	No Designated Beneficiary. If there is no Designated
Beneficiary as of September 30 of the year after the year of the Participant’s
Death, the minimum amount that shall be distributed for each Distribution
Calendar Year after the year of the Participant’s Death is the quotient
obtained by dividing the Participant’s Account by the Participant’s remaining
Life Expectancy calculated using the age of the Participant in the year of
Death, reduced by 1 for each subsequent year.






	 	(c)	 	Death Prior to Required Beginning Date.






	 	(1)	 	Timing of Distribution. If the Participant dies prior
to his or her Required Beginning Date, the Participant’s Account shall be
distributed, or begin to be distributed, no later than as follows:






	 	(A)	 	Spouse is Sole Beneficiary. If the
Participant’s Spouse is the Participant’s sole Designated Beneficiary,
distribution to the Spouse shall begin by December 31 of the calendar
year immediately following the calendar year in which the Participant
died, or by December 31 of the calendar year in which the Participant
would have attained age 701/2, if later. If the Spouse dies after the
Participant but before distributions to the Spouse begin,
subsections (b)(1)(B) and (b)(1)(C) shall apply as if
the surviving Spouse were the Participant.
	 
	 	(B)	 	Spouse is Not Sole Beneficiary. If the
Participant’s Spouse is not the Participant’s sole Designated
Beneficiary, distribution to the Designated Beneficiary shall begin by
December 31 of the calendar year immediately following the calendar
year in which the Participant died.
	 
	 	(C)	 	No Designated Beneficiary. If there is no
Designated Beneficiary as of September 30 of the year following the
year of the Participant’s Death, the Participant’s vested Account
balance shall be distributed by December 31 of the calendar year
containing the fifth anniversary of the Participant’s Death.






	 	(2)	 	Amount of Distributions. If the Participant dies prior
to his or her Required Beginning Date, the amount required to be distributed
shall be determined as follows:





			
	 	 	 
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	 	(A)	 	Designated Beneficiary. If there is a
Designated Beneficiary, the minimum amount that shall be distributed
for each Distribution Calendar Year after the year of the Participant’s
Death is the quotient obtained by dividing the remaining Account
balance by the remaining Life Expectancy of the Participant’s
Designated Beneficiary.
	 
	 	(B)	 	Election of 5 Year Rule. A Designated
Beneficiary may elect no later than September 30 of the calendar year
in which distribution would be required to begin under
subsection (c)(1) to receive the Participant’s entire Account
no later than December 31 of the calendar year containing the
5th anniversary of the Participant’s death.
	 
	 	(C)	 	No Designated Beneficiary. If there is no
Designated Beneficiary as of September 30 of the year following the
year of the Participant’s Death, distribution of the Participant’s
entire interest shall be completed by December 31 of the calendar year
containing the 5th anniversary of the Participant’s Death.






	6.6	 	Determination of Beneficiary. Each Participant shall have the right
to designate a Beneficiary on the forms prescribed for such designation by the Administrator
and in accordance with the following rules:






	 	(a)	 	Spouse as Beneficiary; Consent. In all cases, the Participant’s Beneficiary
shall be the Participant’s Spouse, unless the Beneficiary is otherwise determined
pursuant to subsection (d), or the Participant elects to name a different
Beneficiary and the election is consented to by the Participant’s Spouse. The Spouse’s
consent must be in writing, must acknowledge the effect of the election, must be
witnessed by a Plan representative or a notary public, and must meet one of the
following requirements:






	 	(1)	 	the consent must name a specific Beneficiary that cannot be
changed without the additional consent of the Spouse in a form meeting the
requirements of this section;
	 
	 	(2)	 	the consent must specifically provide that the Participant may
change the designation of a Beneficiary without any further consent by the
Spouse, and the Spouse must acknowledge in the consent that he or she is giving
up the right to limit his or her consent to a specific Beneficiary; or
	 
	 	(3)	 	the consent must specifically provide that the Participant may
change the designation of a Beneficiary, with such change being limited to a
change among certain Beneficiaries, without any further consent by the Spouse,
and the Spouse must acknowledge in the consent that he or she is giving up the
right to limit his or her consent to a specific Beneficiary.






	 	(b)	 	Exceptions. A Spouse’s consent shall not be required if it is established to
the satisfaction of the Administrator that the required consent cannot be obtained
because: (1) the Participant does not have a Spouse, (2) the Spouse cannot be located,
(3) the Participant is legally separated from his or her Spouse (or has been abandoned





			
	 	 	 
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	 	 	 	within the meaning of applicable state law by his or her Spouse) and the Participant
has a court order to that effect, or (4) other circumstances exist under which the
Secretary of the Treasury shall excuse the consent requirement. A valid election
made by the Participant may be revoked by the Participant in writing without the
consent of the Spouse at any time. Any new election must comply with the
requirements of this Section 6.6. A consent by a former Spouse shall not be
applicable to a new Spouse.
	 
	 	(c)	 	Presumed Designation of Beneficiary. If there is no Beneficiary designated, no
Beneficiary living at the time of a Participant’s Death, or if the Beneficiary
disclaims any benefit under the Plan in a written notice submitted to the
Administrator, the Administrator shall designate the Spouse as the Beneficiary. If
there is no Spouse, or if the Spouse consents in accordance with the requirements of
subsection (a), the Administrator shall designate as the Beneficiary, in order
of priority, (1) the Participant’s issue, by representation (as defined by applicable
state law); (2) the Participant’s surviving parents, in equal shares; and (3) the
Participant’s estate or a trustee of a trust named as the beneficiary of the residue of
the Participant’s estate. Persons who are legally adopted shall be treated for all
purposes as the children of their adoptive parents. The Administrator may rely upon
the personal representative or administrator of the Participant’s estate or the trustee
of a trust named as the beneficiary of the residue of the Participant’s estate. The
Administrator’s determination of the persons who qualify as a Beneficiary under the
Plan shall be binding on all interested parties.
	 
	 	(d)	 	Effect of Dissolution of Marriage. Dissolution of marriage shall terminate the
Participant’s Beneficiary designation, or presumed designation, of the Participant’s
former Spouse as the Participant’s Beneficiary.






	 	(1)	 	If, prior to payment of benefits upon the Participant’s Death,
documentation of the Participant’s dissolution of marriage, as issued by a
court of competent jurisdiction, is received and accepted by the Administrator,
the Administrator shall deem the Participant’s former Spouse to have
predeceased the Participant, and no heirs or other Beneficiaries of the
Participant’s former Spouse shall receive benefits as a Beneficiary, unless
such heirs are specifically designated in the Participant’s Beneficiary
designation under the Plan.
	 
	 	(2)	 	Subsection (1) shall not apply if, prior to
distribution of the Participant’s vested Account, either of the following
occurs:






	 	(A)	 	The Participant delivers to the Administrator a
properly completed Beneficiary designation dated after the date of the
dissolution of marriage that designates the Participant’s former Spouse
as a Beneficiary.
	 
	 	(B)	 	The Plan receives a qualified domestic
relations order directing that the Participant’s former Spouse be
treated as the Participant’s Beneficiary.





			
	 	 	 
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In the event of a dispute with respect to the determination of Beneficiaries as a
result of the operation of this subsection (d), the Administrator may
solicit a court of competent jurisdiction for a determination of a rightful
Beneficiary. If such request is made to a court, the Trustee shall retain within
the Plan or transfer to the court the portion of the Participant’s vested Account in
dispute until the rendering of a final determination by the court. The decision of
the Administrator shall be final and binding on all interested parties, and the
Administrator shall be under no duty to investigate further the intent of the
Participant with respect to the designation of any Beneficiary.




	6.7	 	Rollover of Plan Distributions. Notwithstanding anything herein to
the contrary that would limit a Distributee’s election under this Section 6.7, a
Distributee may elect to have all or any portion of an Eligible Rollover Distribution paid
directly to an Eligible Retirement Plan specified by the Distributee. The election regarding
a direct rollover shall be made at the time and in the manner prescribed by the Administrator.
For purposes of this Section 6.7 only:






	 	(a)	 	Distributee means a Participant, former Participant, a Beneficiary who is the
Spouse of a Participant or former Participant, or an “alternate payee” as defined under
Code Section 414(p). Effective January 1, 2007, Distributee shall also mean a
non-Spouse Beneficiary of a Participant or former Participant.
	 
	 	(b)	 	Eligible Rollover Distribution means any distribution of all or any portion of
the balance to the credit of the Distributee. However, an Eligible Rollover
Distribution shall not include: (1) any distribution that is one of a series of
substantially equal periodic payments (not less frequently than annually) made for the
life (or life expectancy) of the Distributee or the joint lives (or joint life
expectancies) of the Distributee and the Distributee’s Beneficiary; (2) any
distribution that is one of a series of substantially equal periodic payments (not less
frequently than annually) made for a specified period of 10 years or more; (3) any
distribution to the extent the distribution is required under Code Section 401(a)(9);
(4) any portion of any distribution that is not includible in gross income, as
determined without regard to the exclusion for net unrealized appreciation of employer
securities; or (5) any amount that is distributed on account of hardship.
	 
	 	(c)	 	Eligible Retirement Plan means: (1) an individual retirement account described
in Code Section 408; (2) an individual retirement annuity described in Code
Section 408(b); (3) an annuity plan described in Code Section 403(a); (4) an annuity
contract described in Code Section 403(b); (5) a qualified trust described in Code
Section 401(a) that accepts rollover contributions; and (6) an eligible plan under Code
Section 457(b) which is maintained by a state, political subdivision of a state, or any
agency or instrumentality of a state or political subdivision of a state and which
agrees to separately account for amounts transferred into such plan from the Plan.
Effective January 1, 2007, for Distributees who are non-Spouse Beneficiaries, Eligible
Retirement Plan shall mean an individual retirement account only.






	6.8	 	Qualified Domestic Relations Orders. A qualified domestic relations
order is any judgment, decree, or order (including approval of a property settlement
agreement) which creates or recognizes the existence of an alternate payee’s right to receive
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	 	 	the benefits of a Participant hereunder pursuant to a state’s domestic relations law
relating to the provision of child support, alimony payments, or marital property rights to
a Spouse, former Spouse, child or other dependent of such individual; provided, however,
that such order meets the requirements of Code Section 414(p).






	 	(a)	 	Determination of Qualification. The Administrator shall establish reasonable
written procedures to determine the qualified status of a domestic relations order and
to administer distributions made pursuant to such order in a manner consistent with the
requirements of Code Section 414(p).
	 
	 	(b)	 	Timing of Distribution. Notwithstanding anything herein to the contrary, the
distribution of all or the portion of a Participant’s vested Account that is assigned
to an alternate payee under a qualified domestic relations order may commence as soon
as administratively practicable and prior to the Participant’s severance from service
with the Employer if such payments are made on or after the date on which the
Administrator determines that the domestic relations order pertaining to the alternate
payee is a qualified domestic relations order; provided, however, that if the amount of
the Participant’s vested Account to be distributed to the alternate payee exceeds the
Cash-Out Limit, the Administrator shall not, without the prior written consent of the
alternate payee, commence the distribution of the amount to be distributed to the
alternate payee prior to the Participant’s “earliest retirement age” as that term is
defined in Code Section 414(p)(4).





* * * * End of Article 6 * * * *




			
	 	 	 
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ARTICLE 7.

LOANS





	7.1	 	Authorization of Loans. The Administrator shall have the right to
direct the Trustee to make a loan to an Eligible Borrower (as defined in Section 7.2)
upon receiving a request for such a loan. All loans shall be subject to the approval of the
Administrator, and such approval shall be granted or withheld in a uniform and
nondiscriminatory manner and in accordance with such rules and regulations not in conflict
with the provisions of this Article 7 as the Administrator may adopt.
	 
	7.2	 	Eligible Borrower. For purposes of this Article 7 only, the
term Eligible Borrower shall mean any active or former Participant or any Beneficiary under
the Plan.
	 
	7.3	 	Loan Policy. The Administrator shall adopt a loan policy pursuant to
which an Eligible Borrower may request a loan.





* * * * End of Article 7 * * * *




			
	 	 	 
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ARTICLE 8.

WITHDRAWALS





	8.1	 	Hardship Withdrawals. A Participant who is an active Employee of the
Employer at the time the request for a hardship distribution is made, may receive a hardship
distribution of Matching Contributions, Profit Sharing Contributions and Elective Deferrals
(less earnings attributable to such Elective Deferrals credited to the Participant’s Account
after December 31, 1988). A Participant must make a request to the Administrator for a
hardship distribution in accordance with the procedures authorized by the Administrator. The
Administrator shall grant such a request only to the extent the distribution is made on
account of an immediate and heavy financial need of the Participant and the distribution is
necessary to satisfy that financial need. If the Administrator denies the request for a
hardship distribution, such denial shall be subject to the provisions of Section 11.2.






	 	(a)	 	Immediate and Heavy Financial Need. A distribution shall be deemed to be
necessary to satisfy the immediate and heavy financial need of the Participant only if
the distribution is made on account of any one of the following:






	 	(1)	 	expenses for medical care that would be deductible under Code
Section 213(d) (determined without regard to whether the expenses exceed 7.5%
of adjusted gross income);
	 
	 	(2)	 	payment of tuition, related educational fees and room and board
expenses, for the next 12 months of post-secondary education for the
Participant, the Participant’s Spouse, children, or dependents (as defined in
Code Section 152, without regard to Code Sections 152(b)(1), (b)(2) and
(d)(1)(B));
	 
	 	(3)	 	costs directly related to the purchase (excluding mortgage
payments) of a principal residence for the Participant;
	 
	 	(4)	 	payments needed to prevent either the eviction of the
Participant from his or her principal residence or the foreclosure on the
mortgage of the Participant’s principal residence;
	 
	 	(5)	 	payments for burial or funeral expenses of the Participant’s
deceased parent, Spouse, children or dependents (as defined in Code
Section 152, without regard to Code Section 152(d)(1)(B));
	 
	 	(6)	 	expenses for the repair of damage to the Participant’s
principal residence that would qualify for the casualty deduction under Code
Section 165 (determined without regard to whether the loss exceeds 10% of
adjusted gross income); or
	 
	 	(7)	 	such other reasons as deemed by the Regulations to satisfy an
immediate and heavy financial need of the Participant under the “safe harbor”
standard.






	 	(b)	 	Satisfaction of Need. Any hardship distribution from the Plan shall be deemed
to meet the requirement that the distribution is necessary to satisfy that financial
need if:






	 	(1)	 	the distribution does not exceed the amount of the immediate
and heavy financial need of the Participant;





			
	 	 	 
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	 	(2)	 	the Participant obtains all distributions (other than the
hardship distribution) and all nontaxable loans available under all qualified
plans of the Employer before receiving a hardship distribution; and
	 
	 	(3)	 	the Participant’s Elective Deferrals to all qualified plans of
the Employer are suspended for 6 months following the date the Participant
receives the hardship distribution.






	 	(c)	 	Designation. The Participant may elect in accordance with reasonable
procedures established by the Administrator whether Roth Contributions shall be used to
fund the hardship distribution and, if so, the amount of Roth Contributions that will
be used. If no such election is made, the Administrator shall fund the hardship
distribution pro rata, based on the value of the Participant’s Roth Account compared to
the value of all other Accounts.






	8.2	 	Other Withdrawals. A Participant may request any of the following
types of withdrawals by filing an election with the Administrator. The Administrator may
require that a request for a withdrawal be submitted within a certain period of time prior to
a Distribution date so that the withdrawal may be made as soon as administratively possible
after such Distribution date. The Administrator shall notify the Trustee of the total dollar
amount that may be withdrawn under subsections (a) through (d), as applicable,
and the Trustee shall disburse the requested amount, less any required federal income tax
withholding, directly to the Participant as soon as administratively practicable following the
applicable Distribution date.






	 	(a)	 	After-Tax Account Withdrawal. An active or terminated Participant may request
a partial or total withdrawal of his or her After-Tax Account as of any Distribution
Date.
	 
	 	(b)	 	Rollover Account Withdrawal. An active or terminated Participant may request a
partial or total withdrawal of his or her Rollover Account and/or Roth Rollover Account
as of any Distribution Date.
	 
	 	(c)	 	Age 591/2 Withdrawal. An active or terminated Participant who is at least
age 591/2 may request a partial or total withdrawal of his or her vested Account as of
any Distribution Date. The Participant may also elect in accordance with reasonable
procedures established by the Administrator whether Roth Contributions shall be used to
fund the age 591/2 withdrawal and, if so, the amount of Roth Contributions that will be
used. If no such election is made, the Administrator shall fund the age 591/2 withdrawal
pro rata, based on the value of the Participant’s Roth Account compared to the value of
all other Accounts.
	 
	 	(d)	 	Withdrawal of Matching and/or Profit Sharing Contributions. Each active
Participant may request a partial or total withdrawal of the vested portion of his or
her Matching Account and/or Profit Sharing Account prior to the termination of
employment as of any November 15 so long as any one of the following conditions are
met:











			
	 	 	 
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	 	(1)	 	the withdrawal is made after the active Participant has been
participating in the Plan for 5 or more years; or
	 
	 	(2)	 	the withdrawal is from Matching Contributions and/or Profit
Sharing Contributions that have been in the Trust Fund for at least 2 years.





* * * * End of Article 8 * * * *




			
	 	 	 
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ARTICLE 9.

INVESTMENT ELECTIONS





	9.1	 	Selection of Investment Options. The Administrator shall from time
to time establish all such rules and procedures that it determines to be necessary or
appropriate for the proper administration of the investment options available to Participants
and shall also determine the different investment choices available for investment by
Participants. The Administrator is authorized to engage, and rely upon, qualified investment
advisors in selecting the investment choices to be made available under the Plan. To the
extent the Administrator eliminates any investment options, provides new investment options or
otherwise modifies the investment options that are available for investment under the Plan,
the Administrator may impose such limitations, including the suspension of Participant
directed investments and other benefits, rights and features under the Plan, as it deems
necessary or appropriate for the proper administration of the investment options that are
available to Participants. None of the Administrator, the Trustee, the Sponsor or the
Employer shall be liable for investments made in compliance with a Participant’s directions
and they shall be under no duty or obligation to review or evaluate such investment directions
by any Participant. Each Participant shall assume all risk connected with any decrease in the
value of any funds in which his or her Account is invested. Neither the Administrator nor the
Trustee shall be bound to comply with any investment direction delivered to it if, in its sole
discretion, such investment might adversely affect the tax qualification of the Plan or might
otherwise be in violation of any applicable law.
	 
	9.2	 	Directed Investments.






	 	(a)	 	Participant Instructions. Subject to Article 10, a Participant shall,
by providing appropriate instructions to the Administrator, or its representative, be
entitled to direct the Trustee as to the percentage of any future contributions, and
any contributions previously allocated to his or her Account, in increments of one
percent, to be invested in one or more of the types of investments made available for
investment by Participants as determined by the Administrator.
	 
	 	(b)	 	Trustee Investment Pursuant to Instructions. As soon as administratively
practicable, the Trustee shall invest the applicable portions of the contributions that
have been made on behalf of Participants, and the earnings and losses thereon, in
accordance with all proper investment instructions received from Participants. To the
extent that a Participant does not direct the investment of the amounts that are
credited to his or her Account, or the applicable portion thereof, his or her Account
shall be invested by the Trustee in the default investment option as designated by the
Administrator. A Participant’s investment instructions shall remain in effect until
such time as is administratively practicable following the Trustee’s receipt of a
Participant’s proper request changing or revoking the Participant’s instructions then
in effect pursuant to this section.
	 
	 	(c)	 	Allocation of Investment Gains and Losses. Subject to Article 10, as
of each Valuation Date, the allocable portion of the income, expense and all realized
and unrealized gains and losses attributable to the portion of each Participant’s
Account which has been invested at the Participant’s direction in a particular
investment shall be allocated by the Administrator directly for the benefit of the
Participant for whom





			
	 	 	 
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	 	 	 	such Account was maintained during the Plan Year. Any allocation of any increase or
decrease in the net worth of the Participant’s Account shall be adjusted to reflect
the effect of distributions, transfers, withdrawals, contributions, and all other
transactions relating to such Account since the immediately preceding Valuation Date
in accordance with generally accepted valuation methods consistently followed and
uniformly applied. Any expense incurred in connection with the Participant’s
investment option shall be charged against the Participant’s Account unless
otherwise paid by the Employer.






	 	(d)	 	ERISA Section 404(c). This Plan is intended to satisfy the requirements of
ERISA Section 404(c) relating to participant directed investment plans, and each
Participant assumes all risk associated with any decrease in value resulting from
Participant investment decisions.






	9.3	 	Investment Manager. The power of the Trustee to direct, control or
manage the investments of the Trust may be delegated to one or more investment managers
appointed by the Administrator or Sponsor. Any such investment manager, if appointed, must
acknowledge in writing that he or she is a fiduciary with respect to the Trust and shall then
have the power to manage, acquire, or dispose of any asset of the Trust. An investment
manager must be a person who is (a) registered as an investment advisor under the Investment
Advisors Act of 1940; (b) a bank, as defined in that Act; or (c) an insurance company
qualified to perform such services under the laws of more than one state. If an investment
manager has been appointed, the Trustee shall neither be liable for acts or omissions of such
investment manager nor be under any obligation to invest or otherwise manage any asset of the
Trust. The Trustee shall not be liable for any act or omission of the investment manager in
carrying out such responsibility except to the extent the Trustee violated its fiduciary
obligations with respect to such designation, the establishment or implementation of the
procedures for the designation of an investment manager, or continuing the designation.
	 
	9.4	 	Valuation.






	 	(a)	 	Allocation of Expenses. As of each Valuation Date, the Administrator, with the
assistance of the Trustee, shall determine the fair market value of the Trust Fund
after first deducting any expenses that have not been paid by the Employer or
Participant. Unless paid by the Employer, all reasonable costs and expenses incurred
in connection with the general administration of the Plan and Trust shall be chargeable
to the Trust Fund. Administrative expenses incurred in connection with the processing
of any loan, distribution or withdrawal shall be charged to the Participant’s or
Beneficiary’s Account from which the loan or distribution is made.
	 
	 	(b)	 	Allocation of Earnings and Losses. As of each Valuation Date, the
Administrator, with the assistance of the Trustee, shall allocate the net earnings and
gains or losses of each Investment Fund, except the Stock Fund, since the preceding
Valuation Date to each Participant’s Account in the same proportion that the value of
the Participant’s Account invested in such Investment Fund bears to the total value of
all Accounts invested in such Investment Fund; and, for this purpose, the Administrator
shall adopt uniform rules that conform to generally accepted account practices. The
foregoing shall not apply to Participant loans, which shall be accounted for separately





			
	 	 	 
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	 	 	 	such that the interest on a Participant’s loan is credited solely to such
Participant’s Account.






	9.5	 	Distribution and Withdrawals. In the case of any cash distribution
or withdrawal under Article 6 or Article 8, to the extent administratively
feasible, such distribution or withdrawal shall be funded by a pro rata liquidation or partial
liquidation of the assets in which the Participant’s Account is invested, including the Stock
Fund.
	 
	9.6	 	Benefit Statements. The Administrator shall furnish on a quarterly
basis or upon a Participant’s written request, a statement to each Participant and Beneficiary
of the net earnings or losses credited to or charged against his or her Account, the amount of
any annual contributions and forfeitures allocated to such Account, and the total vested and
nonvested value of such Account.





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ARTICLE 10.

STOCK FUND





	10.1	 	Stock Fund. Participants may be permitted to invest a portion of
their Account balance in shares of the Sponsor’s stock (the “Stock Fund”). Notwithstanding
anything contrary in this Plan, the Stock Fund shall be governed by the provisions of this
Article 10.
	 
	10.2	 	Purchase of Shares. Shares of stock (the “Stock”) available for
purposes of the Plan shall be purchased from the Sponsor or from such other person or persons
by the Trustee at such time or times as the Administrator may in its sole discretion
determine. Stock may or may not be available for purchase in any given Plan Year.






	 	(a)	 	Eligibility. The Administrator, in its sole discretion, may limit the class of
Participants who shall be eligible to request the purchase of Stock at the time of any
offering thereof, to those who are active Employees of the Employer and are
Participants in the Plan.
	 
	 	(b)	 	Offer to Purchase. The Administrator, in its discretion, may set a limit for
the minimum number of shares that a Participant must purchase in any offering. In the
event Participants request to purchase Stock in an amount that exceeds the number of
shares available to purchase, the shares available will be allocated on a proportionate
basis with each Participant receiving the number of shares equal to the number of
shares available multiplied by a fraction, the numerator of which is the number of
shares such Participant requested, and the denominator of which is the total number of
shares requested by all Participants.
	 
	 	(c)	 	Purchase Price. The purchase price shall be the fair market value of the
Stock. In the case of a transaction between the Plan and the Sponsor or another party
in interest, the fair market value of the Stock shall be determined as of the date of
the transaction. In all other cases, the fair market value of the Stock shall be
determined as of the most recent Valuation Date.
	 
	 	(d)	 	Maximum Investment in Stock Fund. Effective as of July 1, 2007, the maximum
investment in the Stock Fund by each Participant shall, at the time of the
Participant’s election, in no event exceed 25% of the Participant’s Account balance
less the amount in the Participant’s Rollover Account and Roth Rollover Account.
Participants who are invested in the Stock Fund in excess of the 25% maximum limit as
of July 1, 2007, may continue to hold the amount of Stock in excess of the 25% maximum
after July 1, 2007, but shall not be eligible to purchase additional shares of Stock
unless and until their investment in the Stock Fund is less than 25%.
	 
	 	(e)	 	Participant Election. If available, eligible Participants may purchase Stock
by electing to transfer assets from other Investment Funds to the Stock Fund; provided,
however, that a Participant may not use assets purchased with Rollover Contributions to
purchase Stock. The effective date of any Stock purchases and the process and timing
for such purchases shall be in accordance with uniform procedures established by the
Administrator.











			
	 	 	 
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	10.3	 	Valuation. Promptly after each Valuation Date, the Administrator
shall cause a valuation to be made with regard to the Stock Fund as of such date. Stock shall
be valued at fair market value, which, for so long as the Stock is not traded on any national
or regional stock exchange, shall be determined by the Administrator in consultation with an
independent appraiser meeting the requirements of Code Sections 170(a)(1) and 401(a)(28).
	 
	10.4	 	Crediting Stock to Account. As of the end of each calendar quarter,
each Participant Account shall be credited with the fair market value of the Stock, adjusted
for appreciation or depreciation as determined by an independent financial appraisal firm.
	 
	10.5	 	Dividends. As of the end of each calendar quarter, any cash
dividend declared during that calendar quarter shall be invested on the Participant’s behalf
in accordance with the Participant’s current investment elections in effect.
	 
	10.6	 	Transfers From Stock Fund. A Participant may transfer Stock from
the Stock Fund to one or more other Investment Funds based upon the equivalent fair market
value of the Stock determined in accordance with Section 10.3. All transfers of Stock
from the Stock Fund to one or more other Investment Funds must be requested in writing and
delivered to the Administrator no later than the last day of the month preceding the
Distribution date in which such transfer shall be effective.
	 
	10.7	 	Distributions, Withdrawals and Loans. In the event of a request for
a distribution, loan or withdrawal, Stock used as the source of the distribution, withdrawal
or loan shall be converted to cash on the applicable Distribution date, based on the fair
market value of the Stock determined in accordance with Section 10.3. Loan repayments
shall not be re-invested in Stock, but shall be invested over the current investment election
then in effect.
	 
	10.8	 	Voting.






	 	(a)	 	Prior to each meeting of stockholders of the Sponsor, each Participant will be
given any proxy materials relating to the meeting, together with a form to be delivered
to the Trustee, that sets forth the Participant’s instructions as to the manner of
voting the Stock then held by the Trustee under the Plan to the extent of the
Participant’s proportionate interest therein. The Trustee shall vote the Stock in
accordance with such instructions.
	 
	 	(b)	 	If, within such reasonable period of time prior to a stockholders’ meeting as
may be specified by the Trustee, no instructions have been received by the Trustee from
a Participant, the Trustee shall vote such shares, in person or by proxy, in accordance
with the voting instructions received from a majority of the Participants for which it
holds Stock.






	10.9	 	Tender Offers. As soon as practicable after being informed of the
commencement of a tender offer or exchange offer (“Offer”) for Stock, the Sponsor shall use
reasonable best efforts to cause each Participant, whose Account has credited to it any shares
of Stock, to be advised in writing of the terms of the Offer, together with forms by which the
Participant may instruct the Trustee, or revoke such instruction, to tender shares credited to
his or her Account, to the extent permitted under the terms of any such Offer. The Trustee
shall follow the directions of each Participant but the Trustee shall not tender such Stock
for which no





			
	 	 	 
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	 	 	instructions were received. The number of shares of Stock with respect to which a
Participant may provide instructions shall be the total number of shares of Stock credited
to the Participant’s Account, whether or not such shares are vested, as of the last
Valuation Date for which an appraisal has been issued before the month during which the
Offer commenced or such other date which may be designated by the Sponsor, in its sole
discretion, as it deems appropriate for reasons of administrative convenience. The giving
of the instructions to the Trustee to tender shares and the tender thereof shall not be
deemed a withdrawal or suspension from the Plan or a forfeiture of any portion of the
Participant’s interest in the Plan. Any securities received by the Trustee as a result of a
tender of shares of Stock hereunder shall be held, and any cash so received shall be
invested in short-term investments, for the account of each Participant with respect to whom
shares of Stock were tendered pending any reinvestment by the Trustee, as it may deem
appropriate, consistent with the purposes of the Plan, or in any investment option of the
Plan as the Participant may direct under the terms of the Plan.





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ARTICLE 11.

APPLICATION FOR BENEFITS





	11.1	 	Applying for Benefits. If the value of a Participant’s Account
exceeds the Cash-Out Limit, the Participant’s benefit shall not be distributed prior to the
Participant’s 62nd birthday without his or her consent. With respect to any such Participant,
the Participant’s consent shall be valid only if the Participant is provided with information
regarding his or her right to, and the effect of, a distribution (including the taxation of
such distribution and its qualification for rollover treatment) within the time period, and
under the circumstances, required by applicable Regulations. The Administrator shall
establish such additional rules and procedures that it determines to be necessary or
appropriate for the proper payment of Plan benefits.
	 
	11.2	 	Denial of Benefits. The following claims procedures are applicable
to claims filed under the Plan:






	 	(a)	 	Filing a Claim. All claims shall be filed in writing by the Participant,
Beneficiary or the authorized representative of the Participant or Beneficiary (the
“claimant”) and shall be made in accordance with reasonable procedures established by
the Administrator. For purposes of this section, a request for an in-service
withdrawal shall be considered a claim.
	 
	 	(b)	 	Review of Claim. The Administrator shall review all materials and shall decide
whether to approve or deny the claim. If a claim is denied in whole or in part, the
Administrator shall provide written notice of denial to the claimant within a
reasonable period of time no later than 90 days after the Administrator receives a
claim, unless special circumstances require an extension of time for processing the
claim. If an extension is required, the Administrator shall notify the claimant in
writing before the end of the 90-day period and indicate the special circumstances
requiring an extension of time and the date by which the Administrator expects to
render a decision on the claim. The extension shall not exceed an additional 90 days.
The notice of denial shall be written in a manner calculated to be understood by the
claimant and shall include the following:






	 	(1)	 	the specific reasons for the adverse determination;
	 
	 	(2)	 	specific references to pertinent Plan provisions on which the
adverse determination is based;
	 
	 	(3)	 	a description of any additional material or information
necessary for the claimant to perfect his or her claim and the reason why such
material or information is necessary; and
	 
	 	(4)	 	a description of the Plan’s review procedures and time limits
applicable to such procedures, including a statement of the claimant’s right to
bring a civil action under ERISA Section 502(a) following an adverse
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	 	(c)	 	Appeal Process. If the claimant wishes a review of the denied claim, the
claimant shall be provided, upon request and free of charge, reasonable access to, and
copies of, all documents, records and other information relevant to the claimant’s
claim for benefits. The claimant may submit to the Administrator in writing any
issues, documents, records, comments or other information he or she may have regarding
his or her claim for benefits under the Plan. Such request for an appeal must be made
by the claimant in writing within 60 days after receipt of notice that his or her claim
has been denied by the Administrator.
	 
	 	 	 	A document, record or other information shall be considered “relevant” to a claim if
such document, record or other information (1) was relied upon in making the benefit
determination, (2) was submitted, considered or generated in the course of making
the benefit determination, without regard to whether such document, record or other
information was relied upon in making the benefit determination, or (3) demonstrates
compliance with the administrative processes and safeguards required to ensure and
to verify that benefit claim determinations are made in accordance with the Plan and
that, where appropriate, the Plan provisions have been applied consistently with
respect to similarly situated claimants.
	 
	 	(d)	 	Review of Appeal. The Administrator shall make its decision on review solely
on the basis of the written record, including documents and written materials submitted
by the claimant. The Administrator shall make a decision on the review within a
reasonable period of time, not later than 60 days after the Administrator receives the
claimant’s written request for review unless special circumstances require additional
time for review of the claim. If an extension is required, the Administrator shall
notify the claimant in writing before the end of the 60-day period and indicate the
special circumstances requiring an extension of time and the date by which the
Administrator expects to render a decision on the claim. The extension shall not
exceed an additional 60 days. The decision on review will be written in a manner
calculated to be understood by the claimant. If the claim is denied, the written
notice shall include the following:






	 	(1)	 	the specific reasons for the adverse determination;
	 
	 	(2)	 	specific references to pertinent Plan provisions on which the
adverse determination is based;
	 
	 	(3)	 	a statement that the claimant shall be entitled, upon request
and free of charge, reasonable access to, and copies of, all documents, records
and other information relevant to the claimant’s claim for benefits (as
“relevant” is defined in this section); and
	 
	 	(4)	 	a statement of the claimant’s right to bring a civil action
under ERISA Section 502(a).






	 	(e)	 	Administrator’s Full Discretion. The Administrator, claims administrator and
appeals administrator, as described above, shall have full discretion and power to
decide all claims and reviews of denied claims, including determining eligibility,
status and the rights of all individuals under the Plan and construing any and all
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of the Plan. Following the approval of a claim for benefits, the Administrator
shall have the authority to construe and administer the Plan in a manner that is
consistent with the payment of benefits in accordance with the approved claim.




	 	(f)	 	Electronic Notification. Any notification from the Administrator, claims
administrator or appeals administrator to the claimant under this section may be made
electronically, provided that such notification complies with Department of Labor
Regulation Sections 2520.104b-1(c)(1)(i), (iii), and (iv).






	11.3	 	Exhaustion of Remedies; Limitation of Actions. In the event of any
dispute over benefits under this Plan, all remedies available to the disputing individual
under this Article 11 must be exhausted before legal recourse of any type is sought.
No legal action at law or in equity may be filed against the Plan, the Sponsor, any
Participating Employer, the Administrator or its delegate relating to any dispute over
benefits under this Plan more than one year after the Administrator or its delegate has made a
final decision under the claims review process described in this article.





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ARTICLE 12.

ADMINISTRATION OF THE PLAN





	12.1	 	Administrator. The Administrator shall be the FIBS Benefits
Committee and the “named fiduciary,” as that term is defined in ERISA. Any individual serving
on the FIBS Benefits Committee shall be deemed to have resigned as a member of the
Administrator upon termination of employment or resignation from service with the Employer.
The Sponsor shall be entitled to remove the Administrator at any time, with or without cause.
	 
	12.2	 	Powers and Duties. The Administrator shall administer the Plan in
accordance with its terms, and shall have all powers necessary to carry out the provisions of
the Plan not otherwise reserved to the Sponsor. The powers and duties of the Administrator
shall be those defined in the FIBS Benefits Committee Charter, as may be amended from time to
time. All other powers and duties not set forth in the Charter shall be deemed to have been
reserved by the Sponsor.
	 
	12.3	 	Indemnification. To the extent permitted by ERISA, the Sponsor
agrees to indemnify and defend to the fullest extent permitted by law all persons who are,
were, or may be employees of the Employer against any liabilities, damages, costs and expenses
(including attorney’s fees and amounts paid in settlement of any claim approved by the
Employer) occasioned by their occupying or having occupied an administrative position in
connection with the Plan, except when due to their willful misconduct or gross negligence.
	 
	12.4	 	Compensation and Expenses. No employee shall be compensated for his
or her services performed in connection with the administration of the Plan. However, all
reasonable expenses of employees incurred in connection with the administration of the Plan
shall be paid from the Trust Fund unless otherwise paid by the Employer. Until otherwise
paid, the Trust Fund shall at all times be liable for the payment of all administrative
expenses, and the election of the Employer to pay any such expense shall not be construed as
creating any such liability on the part of the Employer.





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ARTICLE 13.

THE TRUST FUND





	13.1	 	Trustee. The Sponsor shall select a Trustee to hold, invest and
distribute any assets of the Plan which are held in the Trust Fund in accordance with the
terms of the Trust Agreement which shall be executed by the Sponsor or Administrator and the
Trustee under such terms and conditions, not in contravention of the provisions of this Plan,
as the Sponsor or Administrator and the Trustee may elect. The fiduciary responsibilities of
the Trustee shall be as set forth in the Trust Agreement. The Sponsor or the Administrator
may change the Trustee and the Trust Agreement at any time, provided that no amendment which
affects the duties or responsibilities of the Trustee shall be effective without the consent
of the Trustee.
	 
	13.2	 	Trust Fund. The Trust Fund shall be used only to pay benefits as
provided in the Plan and such other payments as directed by the Administrator. All reasonable
and necessary expenses incurred in the administration of the Plan and Trust Fund shall be paid
from the Trust Fund to the extent that such costs and expenses are not paid by the Employer.
	 
	13.3	 	Reversion of Assets. No assets of the Trust Fund shall revert to,
or be used or enjoyed by, the Employer or any successor of the Employer, nor shall any such
funds or assets be used other than for the benefit of Participants or Beneficiaries,
excepting:






	 	(a)	 	Mistake of Fact. In the event the Administrator determines that the Employer
has contributed any amount under Article 4 to the Trustee by mistake of fact,
the Administrator shall direct the Trustee in writing to return to the Employer, within
one year after the payment of the contribution, the lesser of the amount actually
contributed by such mistake of fact or its then current value.
	 
	 	(b)	 	Deductibility. All contributions hereunder are made on the condition that they
are deductible under Code Section 404. If any portion of an Employer contribution
under Article 4 for a Plan Year is not deductible, to the extent that the
deduction is disallowed, the Administrator shall direct the Trustee to return the
lesser of such amount or its then current value to the Employer within one year
following the disallowance of the deduction.
	 
	 	(c)	 	Termination. After satisfaction of all fixed and contingent liabilities or
obligations to persons entitled to benefits upon termination of the Plan, any fund or
property remaining in the Trust Fund shall revert to the Employer, provided such
reversion does not contravene any provision of law.





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ARTICLE 14.

PLAN FIDUCIARIES





	14.1	 	Fiduciaries. The named fiduciary with respect to the Plan and Trust
Fund shall be the Administrator. To the extent the Trustee exercises discretionary authority,
responsibility or control with respect to management of the Plan or Plan assets or
administration of the Plan, such Trustee shall be a Plan fiduciary. Any Investment Manager
appointed as provided in Section 9.3 shall be a Plan fiduciary with respect to the
Plan and Trust Fund, but shall not be a named fiduciary. The fiduciaries of the Plan and
Trust Fund shall have only those powers, duties, responsibilities and obligations as are
specifically provided for by the Plan and Trust Agreement.
	 
	14.2	 	Bonding Requirements. Each of the Plan fiduciaries shall be bonded
to the extent required by ERISA. Such bond shall provide protection to the Plan and Trust
Fund against loss by reason of direct or indirect acts of fraud or dishonesty on the part of
the Plan fiduciaries, their employees, owners or agents.
	 
	14.3	 	Prohibited Transactions. Except as otherwise permitted by
applicable law, no fiduciary shall engage in, or cause the Plan to engage in, a prohibited
transaction as defined in Code Section 4975 and ERISA Section 406 and the related Regulations.
	 
	14.4	 	Fiduciary Responsibilities.






	 	(a)	 	Administrator. The Administrator shall have responsibility and authority to
control the operation and administration of the Plan as further set forth in
Article 12.
	 
	 	(b)	 	Trustee. The Trustee shall hold the assets of the Trust Fund in trust and
shall be responsible for all functions specifically assigned to it by the Plan and
Trust Agreement. The Trustee shall have exclusive responsibility for the management
and control of that portion, if any, of the Trust Fund which is not made subject to the
management and control of an Investment Manager, a Participant or the Administrator.
The Trustee shall have no other responsibilities unless otherwise provided in the Trust
Agreement. To the extent that the Trust Fund or any portion thereof is subject to the
management and control of an Investment Manager, the Participant or the Administrator,
the Trustee (1) shall not have exclusive management and control over the Trust Fund;
(2) shall not invest or otherwise manage and control that portion of the Trust Fund;
and (3) shall take investment action only upon the instructions of such Investment
Manager or the Administrator properly given as herein provided. Purchase and sale
orders may be placed by such Investment Manager directly with brokers and dealers
without the intervention of the Trustee and, in such event, the Trustee’s sole
obligation shall be to make payment for purchased securities and deliver those that
have been sold when advised of the transaction. The Trustee shall have no liability to
any person for any action taken or omitted in accordance with any directions given by
such Investment Manager herein, or for the failure of such Investment Manager to give
such directions.
	 
	 	(c)	 	Sponsor. The Sponsor shall be responsible for all functions assigned or
reserved to it under the Plan and Trust Agreement. Any authority so assigned or
reserved to the Sponsor shall be exercised by resolution of its duly authorized
governing body, and





			
	 	 	 
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	 	 	 	shall become effective with respect to the Trustee only with its consent and upon
written notice to the Trustee. By way of illustration, and not by limitation, the
Sponsor shall have authority and responsibility for (1) the designation of named
fiduciaries; (2) the appointment, removal and replacement of the Trustee; and
(3) the exercise of all fiduciary functions provided in the Plan and Trust Agreement
or necessary to the operation of the Plan, except any functions that have been
delegated to other fiduciaries or to an Investment Manager. Not as Plan fiduciary,
but rather as “settlor” of the Plan, by way of illustration, and not by limitation,
the Sponsor shall have authority and responsibility for (1) the design of the Plan;
(2) the qualification under applicable law of the Plan and Trust Agreement, and any
amendments thereto; and (3) the funding of the Plan with respect to its Employees.






This section is intended to allocate to each fiduciary the individual responsibility for the
prudent execution of the functions assigned to it, and no responsibilities shall be shared
by two or more fiduciaries unless such sharing is provided by a specific provision of the
Plan and Trust Agreement. Whenever one fiduciary is required to follow the directions of
another fiduciary, the responsibility of the fiduciary giving the directions shall be deemed
its sole responsibility, and the responsibility of the fiduciary receiving those directions
shall be to follow them insofar as such instructions are on their face proper under
applicable law. A fiduciary may employ one or more persons to render advice concerning
responsibility such fiduciary has been allocated under the Plan and Trust Agreement. To the
extent that fiduciary responsibilities are allocated to an Investment Manager, such
responsibilities are deemed allocated solely to the Investment Manager alone, to be
exercised by the Investment Manager alone and not in conjunction with any fiduciary, and the
Trustee shall be under no obligation to manage any asset of the Trust Fund that are managed
by the Investment Manager.



* * * * End of Article 14 * * * *




			
	 	 	 
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ARTICLE 15.

TOP-HEAVY PROVISIONS





	15.1	 	Top-Heavy Definitions. For purposes of this article, the following
terms shall have the following meanings.






	 	(a)	 	Determination Date means the last day of the preceding Plan Year or, in the
case of the first Plan Year, the last day of such Plan Year.
	 
	 	(b)	 	Key Employee means any Employee or former Employee (including a deceased
Employee) who, at any time during the Plan Year that includes the Determination Date,
was (1) an officer of the Employer having Section 415 Compensation greater than
$130,000 (as may be adjusted under Code Section 416(i)(1)); (2) a 5% owner of the
Employer; or (3) a 1% owner of the Employer having Section 415 Compensation from the
Employer of more than $150,000 without application of the Code Section 401(a)(17)
limitation. The determination of who is a Key Employee shall be made in accordance
with Code Section 416(i)(1) and related Regulations.
	 
	 	(c)	 	Non-Key Employee means any Participant who is an Employee on the last day of
the Plan Year and who is not a Key Employee, regardless of the Hours of Service or Plan
Compensation earned by such Employee during the Plan Year.
	 
	 	(d)	 	Permissive Aggregation Group means the Required Aggregation Group combined with
any other plan maintained by the Employer, provided that the resulting combination
group would continue to satisfy the requirements of Code Sections 401(a)(4) and 410
once such other plan is taken into account. The Administrator shall determine which
plan or plans maintained by the Employer shall be taken into account in determining the
Permissive Aggregation Group.
	 
	 	(e)	 	Required Aggregation Group means (1) each plan of the Employer in which a Key
Employee is a participant, and (2) each other plan of the Employer that enables any
plan described in clause (1) to meet the requirements of Code Section 401(a)(4) or 410.






	15.2	 	Determination of Top-Heavy Status.






	 	(a)	 	Top-Heavy Percentage. This Plan shall be deemed to be a “Top-Heavy Plan”
within the meaning of Code Section 416(g) if, as of the Determination Date, either the
aggregate of the Accounts of Key Employees under the Plan exceeds 60% of the aggregate
of the Accounts of all Employees under the Plan, or the Plan is part of a Required or
Permissive Aggregation Group and the Required or Permissive Aggregation Group is
determined to be a Top-Heavy Plan after application of the same test. This Plan shall
not be considered a Top-Heavy Plan for any Plan Year in which the Plan is a part of a
Required or Permissive Aggregation Group that is not a Top-Heavy Plan.
	 
	 	(b)	 	Determination Percentage. The top-heavy determination percentage shall be
derived by the Administrator as of the Determination Date by dividing (1) the sum of
the Accounts of Key Employees under this Plan (plus the aggregate present value of





			
	 	 	 
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	 	 	 	cumulative accrued benefits for Key Employees under a defined contribution or
defined benefit plan that is part of a Required or Permissive Aggregation Group) by
(2) a similar sum determined for all Employees. For purposes of determining the
Account of any Employee (or the present value of the cumulative accrued benefit for
any Employee in a defined contribution or defined benefit plan), such Accounts or
present value shall be increased by the aggregate distributions made with respect to
the Employee under the Plan and any plan aggregated with the Plan under Code Section
416(g)(2) during the one-year period ending on the Determination Date. The
preceding sentence shall also apply to distributions under a terminated plan which,
had it not been terminated, would have been aggregated with the Plan under Code
Section 416(g)(2)(A)(i). In the case of a distribution made for a reason other than
severance from employment, Death or Disability, this provision shall be applied by
substituting “five-year period” for “one-year period.”






	 	(c)	 	Look-Back Period. If any Employee is a Non-Key Employee for any Plan Year, but
was a Key Employee for any prior Plan Year, such Employee’s Accounts (and the present
value of the cumulative accrued benefit for any such Employee in a defined contribution
or defined benefit plan) shall not be taken into account for purposes of determining
whether this Plan is a Top-Heavy Plan. If an Employee has not performed any services
for the Employer at any time during the one-year period ending on the Determination
Date, such Employee’s Accounts (and the present value of the cumulative accrued benefit
for any such Employee in a defined contribution or defined benefit plan) shall not be
taken into account for the purposes of determining whether the Plan is a Top-Heavy
Plan.






	15.3	 	Change in Vesting Schedule. To the extent the vesting provisions of
Section 3.3 are not more generous, if this Plan is deemed a Top-Heavy Plan for a Plan
Year, then the vesting schedule under the Plan shall be at least as generous as the following
schedule, or if more generous, the vesting schedule set forth in Section 3.3.





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







	15.4	 	Minimum Contribution.






	 	(a)	 	Amount of Contribution. For any Plan Year in which the Plan is a Top-Heavy
Plan, the Employer shall contribute to the Account of each Non-Key Employee an amount
equal to (1) the lesser of 3% of the Non-Key Employee’s Section 415 Compensation or the
largest percentage of Section 415 Compensation contributed on behalf of any Key
Employee for such Plan Year (determining such largest percentage by taking into account
all contributions including the contributions for such Plan Year made by the Employer
pursuant to a Participant’s election for such Plan Year to such Key Employee’s Account)
minus (2) any Employer contribution for such Plan Year for such Non-Key Employee that
may have been made as of the Determination Date (but





			
	 	 	 
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	 	 	 	excluding contributions for such Plan Year made by the Employer pursuant to a
Participant’s election).






	(b)	 	Coordination with Other Plan. If any Participant in this Plan is also covered
by another defined contribution plan or defined benefit plan sponsored by the Employer,
then for each year this Plan is a Top-Heavy Plan, the Participant’s receipt of a
minimum guaranteed benefit under the other defined contribution plan or the defined
benefit plan in accordance with Code Section 416(c)(1) shall satisfy the minimum
contribution requirement.





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ARTICLE 16.

AMENDMENT, TERMINATION AND MERGER





	16.1	 	Plan Amendment.






	 	(a)	 	Sponsor and Administrator Power to Amend. The Sponsor shall have the right to
amend this Plan at any time and from time to time. The Sponsor also grants the
Administrator, on behalf of the Sponsor, the right to amend the Plan at any time and
from time to time if such amendment is necessary to retain the Plan’s qualified status
under Code Section 401(a) or to comply with ERISA or if, in the judgment of the
Administrator, such amendment will not result in any material increase in the benefits
provided under or the cost of maintaining the Plan. Any such amendment may be made
retroactively effective to the extent permitted by applicable law.
	 
	 	(b)	 	Limitation to Scope of Amendments. Except to the extent required to qualify
this Plan and the Trust Agreement under Code Sections 401(a) and 501, or as a condition
of continued qualification, no amendment shall be made which would have any of the
following effects:






	 	(1)	 	deprive any Participant or Beneficiary of the right to receive
any benefits attributable to service before the amendment to which such
individual may be entitled; or
	 
	 	(2)	 	permit any part of the Trust Fund to revert to the Employer or
permit any part of the Trust Fund, other than such part as may be required to
pay taxes or administration expenses, to be used for or diverted for any
purpose other than the exclusive benefit of Participants or their
Beneficiaries.






	16.2	 	Vesting Amendments. In the event the Sponsor shall adopt an
amendment changing the vesting schedule described in Section 3.3, or any other
amendment that directly or indirectly affects the computation of a Participant’s vested
Account, any Participant who has completed at least three Years of Service may elect to have
his or her vested Account determined in accordance with the vesting schedule in effect
immediately prior to the effective date of the amendment. Any such election must be in
writing and be filed with the Administrator by the latest of (a) 60 days after the amendment
is adopted, (b) 60 days after the amendment becomes effective, or (c) 60 days after written
notice of the amendment is issued to the Participant by the Administrator. The Participant
must have completed the required three Years of Service by the latest date on which an
election may be filed hereunder. Notwithstanding the foregoing, effective for amendments
adopted after August 9, 2006 and with respect to benefits accrued as of the later of the
adoption or effective date of such amendment, the vested percentage of each Participant shall
be the greater of the vested percentage under the old vesting schedule or the vested
percentage under the new vesting schedule.
	 
	16.3	 	Plan Termination.






	 	(a)	 	Sponsor Rights. Although the Sponsor expects to continue the Plan and the
contributions to the Trust Fund indefinitely, the Sponsor may terminate the Plan and
all further contributions to the Trust Fund for any reason at any time.





			
	 	 	 
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	 	(b)	 	Participating Employers. Although each Participating Employer expects to
continue participating in the Plan and making contributions to the Trust Fund
indefinitely, a Participating Employer may withdraw from the Plan and discontinue
further contributions to the Trust Fund in accordance with Article 17. The
liability of a Participating Employer to contribute to the Trust Fund shall
automatically terminate upon its being legally dissolved. Any such withdrawal from the
Plan by a Participating Employer shall not affect the continuation of the Plan by any
other Participating Employer.
	 
	 	(c)	 	Partial Termination. In the event of the partial termination of the Plan, the
rights of each Participant affected by such termination to the amounts credited to his
or her Account as of the date of such termination shall be vested. Such amounts shall
be distributed in accordance with the provisions of this Plan.
	 
	 	(d)	 	Trust Fund. Upon the termination of the Plan or the complete discontinuance of
contributions to the Trust Fund, the Administrator shall notify the Trustee of such
event in writing. The Trust Fund shall continue until all funds are distributed in
accordance with the terms of the Plan. All provisions of the Plan and Trust Agreement
shall remain in force, other than the provisions relating to Employer contributions,
until all funds are distributed from the Trust Fund in accordance with
Article 6. Each affected Participant shall be fully vested in his or her
Account as of the date of such termination or discontinuance.
	 
	 	(e)	 	Allocation of Forfeiture Account. Any funds held in the Plan’s forfeiture
account at the time of the termination of the Plan or discontinuance of contributions
shall be applied as set forth in Section 3.7 to the extent such allocation does
not exceed the limits of Article 5.
	 
	 	(f)	 	Trustee Fees. The Trustee’s fees and expenses of administering the Trust Fund
and other expenses incident to the termination of the Trust Fund and distribution of
Plan assets shall be paid from the Trust Fund unless otherwise paid by the Employer.
Until otherwise paid, the Trust Fund shall at all times remain solely liable for the
payment of all fees and expenses incurred with regard to implementing the termination.






	16.4	 	Plan Merger.






	 	(a)	 	Transfer of Assets. This Plan shall not be merged into, or consolidated with,
nor shall any assets or liabilities be transferred to, any pension or retirement plan
under circumstances resulting in a transfer of assets or liabilities from this Plan to
any other plan unless immediately after any such merger, consolidation or transfer,
each Participant would (if the Plan then terminated) receive a benefit after the
merger, consolidation or transfer equal to or greater than the benefit he or she would
have been entitled to receive immediately before such merger, consolidation or transfer
(if the Plan had then terminated). Subject to the foregoing and the applicable
requirements of Code Section 411(d)(6), the Administrator may, in its discretion,
direct the Trustee to (1) transfer all or a specified portion of the Trust Fund to any
other trust forming part of another qualified plan or (2) accept a transfer to the
Trust Fund of all or a specified portion of the assets of a trust forming part of
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	 	 	 	qualified plan. Any transfer of assets to another trust shall be in complete
satisfaction of all liabilities relating to the amounts so transferred.






	 	(b)	 	Distributions. Subject to an election by the Administrator to transfer the
Accounts of any affected Participant to another trust forming part of a qualified plan
as provided in subsection (a), the Administrator may, in its discretion, permit
in a uniform and nondiscriminatory manner the Accounts of affected Participants to be
distributed, as provided in Article 6, in connection with a corporate
transaction that results in the Participant’s severance from employment as permitted in
accordance with Code Section 401(k).





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ARTICLE 17.

PARTICIPATING EMPLOYERS





	7.1	 	Adoption by Participating Employers. Notwithstanding anything
herein to the contrary, any Employer that adopts this Plan shall participate in the Plan by
entering into a participation agreement with the Sponsor and shall be a “Participating
Employer” effective as of the date of the applicable participation agreement. Subject to such
Participating Employer’s right to withdraw from the Plan, the Participating Employer has no
power or obligation to amend or consent to any amendment made by the Sponsor, and agrees to be
bound by all the provisions, conditions, and limitations of the Plan, as amended from time to
time, as fully as if the Participating Employer was an original party to the Plan.
	 
	7.2	 	Participating Employer Required to Use Same Trust Agreements. Each
Participating Employer shall agree to utilize the Trustee designated from time to time by the
Sponsor under the Trust and shall be subject to the terms and conditions of the Trust
Agreement.
	 
	7.3	 	Designation of Agent. Each Participating Employer shall be deemed
to be a part of this Plan; provided, however, that with respect to all of its relations with
the Trustee and Administrator for the purpose of this Plan, each Participating Employer, by
entering into a participation agreement with the Sponsor, irrevocably designates the Sponsor
as its agent.
	 
	7.4	 	Employee Transfers. In the event of a transfer of an Employee
between Participating Employers, the transferred Employee shall retain his or her accumulated
service and eligibility. No such transfer shall effect a severance from employment hereunder,
and the Employer to which the Employee is transferred shall thereupon become obligated
hereunder with respect to such Employee in the same manner as was the Employer from whom the
Employee was transferred.
	 
	7.5	 	Participating Employer’s Contribution. All contributions made by a
Participating Employer, as provided for in this Plan, may be determined separately by each
Participating Employer, and shall be allocated only among the Participants eligible to share
in those contributions. On the basis of the information furnished by the Administrator, the
Trustee shall keep separate books and records concerning the affairs of each Participating
Employer hereunder and as to the accounts and credits of the Employees of each Participating
Employer.
	 
	7.6	 	Amendment. By entering into a participation agreement with the
Sponsor, each Participating Employer grants to the Sponsor the right to amend the Plan at any
time without the consent of such Participating Employer.
	 
	7.7	 	Discontinuance of Participation. A Participating Employer, by
action of its governing body, may withdraw from the Plan upon at least 60 days’ prior notice,
in writing, to the Administrator (the effective date of such withdrawal being the “withdrawal
date”), and shall cease to be a Participating Employer for all purposes of the Plan as of the
withdrawal date. The Administrator may remove a Participating Employer from the Plan upon at
least 60 days’ prior written notice to the Participating Employer (the effective date of such
withdrawal being the “removal date”), and such Participating Employer shall cease to
participate in the Plan as of the removal date. A Participating Employer shall be deemed to
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	 	 	withdraw from the Plan in the event of its complete discontinuance of contributions, or,
unless the Sponsor otherwise directs, it ceases to be a member of the Sponsor’s Controlled
Group. Upon the withdrawal or removal of a Participating Employer, the Administrator shall
determine whether a partial termination has occurred with respect to the Participating
Employer’s affected Employees. In the event that the Administrator determines a partial
termination has occurred, the actions specified in Section 16.3 shall be taken as of
the withdrawal or removal date, as applicable, but with respect only to Participants who are
employed by such Participating Employer, and who, upon such withdrawal or removal, are
neither transferred to nor continued in employment with any other Participating Employer.






	17.8	 	Administrator’s Authority. The Administrator shall have authority
to make any and all necessary rules or regulations, binding upon all Participating Employers
and all Participants, to effectuate the purpose of this Plan.





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ARTICLE 18.

GENERAL PROVISIONS





	18.1	 	Interpretation.






	 	(a)	 	Consistency. If any provision of this Plan or the Trust Agreement may be
susceptible to more than one interpretation, the interpretation that shall always be
given to such provision shall be consistent with this Plan and the Trust Agreement
being an employees’ plan and trust agreement within the meaning of Code Sections 401(a)
and 501, or as replaced by any sections of like intent and purpose.
	 
	 	(b)	 	Severability. In case any provisions of this Plan shall be held illegal or
invalid for any reason, said illegality or invalidity shall not affect the remaining
provisions of this Plan, and this Plan shall be construed and enforced as if said
illegal or invalid provisions had never been inserted herein.
	 
	 	(c)	 	Number and Gender. Unless the context otherwise requires, words denoting the
singular number may, and where necessary shall, be construed as denoting the plural
number, and pronouns in the masculine gender include the feminine gender and pronouns
in the neuter gender include the masculine and feminine gender.
	 
	 	(d)	 	Descriptive Headings. The headings of the Plan are inserted for convenience of
reference only and shall have no bearing upon the meaning of the provisions hereof.






	18.2	 	Exclusive Benefit of Participants. Employer contributions under the
Plan shall be irrevocably made for the exclusive benefit of the Participants and their
Beneficiaries and no part of said contributions or earnings thereon shall in any event revert
to the Employer, except as otherwise provided herein.
	 
	18.3	 	Liability for Representations. The Employer, the Administrator and
the Trustee shall be discharged from any liability in acting upon any representations by any
individual of any fact affecting his or her status under this Plan or upon any notice,
request, consent, letter, telegram, or other document believed by them, or any of them, to be
genuine, and to have been signed or sent by the proper person.
	 
	18.4	 	Governing Law. The Plan shall be construed, regulated and
administered under the laws of the State of Montana, except that if any such laws are
superseded by any applicable federal law or statute, such federal law or statute shall apply.
	 
	18.5	 	Assignment and Alienation. The Trust Fund is established for the
purpose of providing for the support of the Participants upon their Retirement and for the
support of their families. Except in the case of any (a) federal tax lien, (b) qualified
domestic relations order under Section 6.8, (c) breach of a Participant’s Fiduciary
obligations to the Plan, or (d) any other event described in Code Section 401(a)(13) and
related Regulations, no right or interest of any individual in any part of the Trust Fund
shall be transferable or assignable or be subject to alienation, anticipation, or encumbrance,
and no such right or interest shall be subject to garnishment, attachment, execution, or levy
of any kind.
	 
	18.6	 	Participant Rights. The sole rights of a Participant under this
Plan shall be to have this Plan administered according to its provisions, to receive whatever
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	 	 	entitled to hereunder, and, subject to any Spousal Death benefit requirements, to name the
Beneficiary to receive any Death benefits to which such person may be entitled.






	18.7	 	Effect on Employment Status. The adoption and maintenance of this
Plan shall not be construed as creating any contract of employment between the Employer and
any Employee. This Plan shall not affect the right of the Employer to deal with its Employees
in all respects, including their hiring, discharge, compensation, and conditions of
employment. No individual shall be discharged, fired, suspended, expelled, disciplined, or
discriminated against for exercising any right under this Plan or for giving information or
testimony in any inquiry or proceeding relating to the Plan’s administration.
	 
	18.8	 	Missing Participants and Beneficiaries. An individual for whom
benefits are being held by the Trustee shall keep the Administrator notified of his or her
current mailing address. The Administrator, the Trustee and the Employer shall be discharged
from any liability resulting from the failure to pay benefits as they become due if the
Administrator has notified the individual at his or her last address of record. If benefits
are to be paid to an individual who cannot be located, the Administrator may take either or
none of the following actions, at its discretion:






	 	(a)	 	Forfeiture. The individual’s Account shall be forfeited and applied as set
forth in Section 3.7. If the individual is later located, the vested portion
of the Account will be reinstated and distributed in accordance with the terms of the
Plan.
	 
	 	(b)	 	Distribution to Established Account. The Administrator may direct the Trustee
to distribute the Account by establishing an individually-designated account for the
lost Participant (for example, a savings account or individual retirement account), by
purchasing an annuity for the individual, by transferring the account on behalf of such
individual to an ongoing plan of the Employer, or by any other method deemed proper by
the Administrator.






	18.9	 	Incapacity of Participant or Beneficiary. If any Participant or
Beneficiary entitled to receive a distribution under this Plan is, as determined by the
Administrator in a uniform and nondiscriminatory manner, unable to apply such distributions to
his or her own best interest, whether because of illness, accident or other incapacity
(mental, physical or legal), the Administrator may, in its discretion, direct the Trustee to
make distributions in one or more of the following ways:






	 	(a)	 	directly to the Participant or Beneficiary;
	 
	 	(b)	 	to the duly appointed legal guardian or conservator of the Participant or
Beneficiary;
	 
	 	(c)	 	to the Spouse of the Participant or Beneficiary;
	 
	 	(d)	 	to a custodian under any applicable Uniform Gifts to Minors Act or Uniform
Transfers to Minors Act;
	 
	 	(e)	 	to an adult relative or friend of the Participant or Beneficiary, or to one
residing with the Participant or Beneficiary, pursuant to appropriate legal appointment
(including durable power of attorney) for the benefit of the Participant or
Beneficiary.





			
	 	 	 
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	 	 	Any such payment shall be a distribution for the account of such Participant or Beneficiary
and shall, to the extent thereof, be a complete discharge of any liability under the Plan to
such Participant or Beneficiary. The Administrator’s reliance on the written instrument of
agency governing a relationship between the Participant or Beneficiary entitled to
distribution and the person to whom the Administrator directs distribution shall be fully
protected as though the Administrator made such distribution directly to the Participant or
Beneficiary as a competent person. In the absence of actual knowledge to the contrary, the
Administrator may assume that the instrument of agency was validly executed, that the
Participant or Beneficiary was competent at the time of execution and that at the time of
reliance, the agency has not been amended or terminated. The decision of the Administrator
shall be final and binding on all interested parties, and the Administrator shall be under
no duty to see to the proper application of the funds.
	 
	18.10	 	Waiver; Disclaimer. A Beneficiary shall be permitted to waive or
disclaim his or her benefits under this Plan.





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     The Sponsor has caused the Savings and Profit Sharing Plan for Employees of First Interstate
BancSystem, Inc. to be executed in the name of and on behalf of the Sponsor on this 31st day of
December, 2008, effective as of January 1, 2008.



	 	 	 	 	 	 	 
	 	 	First Interstate BancSystem, Inc.	 	 
	 	 	Sponsor	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ RAMONA DOLL
 

	 	 
	 
	 	 	 	 	 	 
	 

	 	Title:
	 	HR Director
 

	 	 







			
	 	 	 
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