Chesapeake Energy Corporation Savings and Incentive Stock Bonus Plan



 Exhibit 10.1 
 CHESAPEAKE ENERGY CORPORATION 
 SAVINGS AND INCENTIVE STOCK BONUS PLAN 
 401(k) Plan CL2007 
 Restated January 1, 2008 
  

 i 








 TABLE OF CONTENTS 
  


					
	INTRODUCTION
			
	ARTICLE I	 		    	FORMAT AND DEFINITIONS
			
	 Section 1.01
	 	-----	    	Format
	 Section 1.02
	 	-----	    	Definitions
			
	ARTICLE II	 		    	PARTICIPATION
			
	 Section 2.01
	 	-----	    	Active Participant
	 Section 2.02
	 	-----	    	Inactive Participant
	 Section 2.03
	 	-----	    	Cessation of Participation
	 Section 2.04
	 	-----	    	Adopting Employers - Single Plan
			
	ARTICLE III	 		    	CONTRIBUTIONS
			
	 Section 3.01
	 	-----	    	Employer Contributions
	 Section 3.01A
	 	-----	    	Rollover Contributions
	 Section 3.02
	 	-----	    	Forfeitures
	 Section 3.03
	 	-----	    	Allocation
	 Section 3.04
	 	-----	    	Contribution Limitation
	 Section 3.05
	 	-----	    	Excess Amounts
			
	ARTICLE IV	 		    	INVESTMENT OF CONTRIBUTIONS
			
	 Section 4.01
	 	-----	    	Investment and Timing of Contributions
	 Section 4.01A
	 	-----	    	Investment in Qualifying Employer Securities
			
	ARTICLE V	 		    	BENEFITS
			
	 Section 5.01
	 	-----	    	Retirement Benefits
	 Section 5.02
	 	-----	    	Death Benefits
	 Section 5.03
	 	-----	    	Vested Benefits
	 Section 5.04
	 	-----	    	When Benefits Start
	 Section 5.05
	 	-----	    	Withdrawal Benefits
	 Section 5.06
	 	-----	    	Loans to Participants
	 Section 5.07
	 	-----	    	Distributions Under Qualified Domestic Relations Orders
			
	ARTICLE VI	 		    	DISTRIBUTION OF BENEFITS
			
	 Section 6.01
	 	-----	    	Automatic Forms of Distribution
	 Section 6.02
	 	-----	    	Optional Forms of Distribution
	 Section 6.03
	 	-----	    	Election Procedures
	 Section 6.04
	 	-----	    	Notice Requirements

  

 ii 









					
	ARTICLE VII	 		    	REQUIRED MINIMUM DISTRIBUTIONS
			
	 Section 7.01
	 	-----	    	Application
	 Section 7.02
	 	-----	    	Definitions
	 Section 7.03
	 	-----	    	Required Minimum Distributions
	 Section 7.04
	 	-----	    	Transition Rules
			
	ARTICLE VIII	 		    	TERMINATION OF THE PLAN
			
	ARTICLE IX	 		    	ADMINISTRATION OF THE PLAN
			
	 Section 9.01
	 	-----	    	Administration
	 Section 9.02
	 	-----	    	Expenses
	 Section 9.03
	 	-----	    	Records
	 Section 9.04
	 	-----	    	Information Available
	 Section 9.05
	 	-----	    	Claim Procedures
	 Section 9.06
	 	-----	    	Delegation of Authority
	 Section 9.07
	 	-----	    	Exercise of Discretionary Authority
	 Section 9.08
	 	-----	    	Transaction Processing
	 Section 9.09
	 	-----	    	Voting and Tender of Qualifying Employer Securities
	 Section 9.10
	 	-----	    	Voting and Tender of Self-Directed Brokerage Accounts
			
	ARTICLE X	 		    	GENERAL PROVISIONS
			
	 Section 10.01
	 	-----	    	Amendments
	 Section 10.02
	 	-----	    	Direct Rollovers
	 Section 10.03
	 	-----	    	Mergers and Direct Transfers
	 Section 10.04
	 	-----	    	Provisions Relating to the Insurer and Other Parties
	 Section 10.05
	 	-----	    	Employment Status
	 Section 10.06
	 	-----	    	Rights to Plan Assets
	 Section 10.07
	 	-----	    	Beneficiary
	 Section 10.08
	 	-----	    	Nonalienation of Benefits
	 Section 10.09
	 	-----	    	Construction
	 Section 10.10
	 	-----	    	Legal Actions
	 Section 10.11
	 	-----	    	Small Amounts
	 Section 10.12
	 	-----	    	Word Usage
	 Section 10.13
	 	-----	    	Change in Service Method
	 Section 10.14
	 	-----	    	Military Service
			
	ARTICLE XI	 		    	TOP-HEAVY PLAN REQUIREMENTS
			
	 Section 11.01
	 	-----	    	Application
	 Section 11.02
	 	-----	    	Definitions
	 Section 11.03
	 	-----	    	Modification of Vesting Requirements
	 Section 11.04
	 	-----	    	Modification of Contributions

 PLAN EXECUTION 
 APPENDIX A 
  

 iii 








 INTRODUCTION 
 The Primary Employer previously established a savings and incentive stock bonus plan on October 1, 1988. 
 Nomac Drilling Corporation previously established a 401(k) plan on July 1, 2003. That plan was merged into this Plan on January 1, 2007. 
 The Primary Employer is of the opinion that the plan should be changed. It believes that the best means to accomplish these changes is to completely restate the plan’s terms, provisions and conditions. The
restatement is generally effective January 1, 2008, subject to specific effective dates set forth herein, and is set forth in this document and is substituted in lieu of the prior document with the exception of any good faith compliance
amendment and any model amendment. Such amendment(s) shall continue to apply to this restated plan until such provisions are integrated into the plan or such amendment(s) are superseded by another amendment. 
 The restated plan continues to be for the exclusive benefit of employees of the Employer. All persons covered under the plan on December 31, 2007,
shall continue to be covered under the restated plan with no loss of benefits. 
 It is intended that the plan, as restated, shall qualify as
a profit sharing plan under the Internal Revenue Code of 1986, including any later amendments to the Code. 
 This plan includes the
statutory, regulatory, and guidance changes specified in the 2007 Cumulative List of Changes in Plan Qualification Requirements (2007 Cumulative List) contained in Internal Revenue Service Notice 2007-94 and the qualification requirements and
guidance published before the issuance of such list. The provisions of this plan apply as of the effective date of the restatement unless otherwise specified. 
  

 1 








 ARTICLE I 
 FORMAT AND DEFINITIONS 
 SECTION 1.01—FORMAT. 
 Words and phrases defined in the DEFINITIONS SECTION of Article I shall have that defined meaning when used in this Plan, unless the context clearly
indicates otherwise. 
 These words and phrases have an initial capital letter to aid in identifying them as defined terms. 
 SECTION 1.02—DEFINITIONS. 
 Account means,
for a Participant, his share of the Plan Fund. Separate accounting records are kept for those parts of his Account that result from: 
  

	 	(a)	Pre-tax Elective Deferral Contributions 

  

	 	(b)	Matching Contributions 

  

	 	(c)	Qualified Nonelective Contributions 

  

	 	(d)	Other Employer Contributions 

  

	 	(e)	Rollover Contributions 

 If the Participant’s Vesting
Percentage is less than 100% as to any of the Employer Contributions, a separate accounting record will be kept for any part of his Account resulting from such Employer Contributions and, if there has been a prior Forfeiture Date, from such
Contributions made before a prior Forfeiture Date. 
 A Participant’s Account shall be reduced by any distribution of his Vested Account
and by any Forfeitures. A Participant’s Account shall participate in the earnings credited, expenses charged, and any appreciation or depreciation of the Investment Fund. His Account is subject to any minimum guarantees applicable under the
Annuity Contract or other investment arrangement and to any expenses associated therewith. 
 ACP Test means the nondiscrimination test
described in Code Section 401(m)(2) as provided for in subparagraph (d) of the EXCESS AMOUNTS SECTION of Article III. 
 Active Participant means an Eligible Employee who is actively participating in the Plan according to the provisions in the ACTIVE PARTICIPANT SECTION of Article II. 
 Adopting Employer means an employer which is a Controlled Group member and which is listed in the ADOPTING EMPLOYERS - SINGLE PLAN SECTION of
Article II. 
 ADP Test means the nondiscrimination test described in Code Section 401(k)(3) as provided for in subparagraph
(c) of the EXCESS AMOUNTS SECTION of Article III. 
 Affiliated Service Group means any group of corporations, partnerships or
other organizations of which the Employer is a part and which is affiliated within the meaning of Code Section 414(m) and the regulations thereunder. Such a group includes at least two organizations one of which is either a service organization
(that 

  

 2 








 
is, an organization the principal business of which is performing services), or an organization the principal business of which is performing management
functions on a regular and continuing basis. Such service is of a type historically performed by employees. In the case of a management organization, the Affiliated Service Group shall include organizations related, within the meaning of Code
Section 144(a)(3), to either the management organization or the organization for which it performs management functions. The term Controlled Group, as it is used in this Plan, shall include the term Affiliated Service Group. 
 Alternate Payee means any spouse, former spouse, child, or other dependent of a Participant who is recognized by a qualified domestic relations
order as having a right to receive all, or a portion of, the benefits payable under the Plan with respect to such Participant. 
 Annual
Compensation means, for a Plan Year, the Employee’s Compensation for the Compensation Year ending with or within the consecutive 12-month period ending on the last day of the Plan Year. 
 Annual Compensation shall exclude Compensation for the portion of the Compensation Year in which an Employee is not an Active Participant. 
 Annuity Contract means the annuity contract or contracts into which the Trustee or the Primary Employer enters with the Insurer for guaranteed
benefits, for the investment of Contributions in separate accounts, and for the payment of benefits under this Plan. 
 Annuity Starting
Date means, for a Participant, the first day of the first period for which an amount is payable as an annuity or any other form. 
 Beneficiary means the person or persons named by a Participant to receive any benefits under the Plan when the Participant dies. See the BENEFICIARY SECTION of Article X. 
 Catch-up Contributions means Elective Deferral Contributions made to the Plan that are in excess of an otherwise applicable Plan limit and that are
made by Participants who are age 50 or older by the end of the taxable year. An otherwise applicable Plan limit is a limit in the Plan that applies to Elective Deferral Contributions without regard to Catch-up Contributions, such as the limits on
the Maximum Annual Additions, as defined in the CONTRIBUTION LIMITATION SECTION of Article III, the dollar limitation on Elective Deferral Contributions under Code Section 402(g) (not counting Catch-up Contributions), and the limit imposed by
the ADP Test. 
 Catch-up Contributions are not subject to the limits on the Maximum Annual Additions, as defined in the CONTRIBUTION
LIMITATION SECTION of Article III, are not counted in the ADP Test, and are not counted in determining the minimum allocation under Code Section 416 (but Catch-up Contributions made in prior years are counted in determining whether the Plan is
top-heavy). 
 Claimant means any person who makes a claim for benefits under this Plan. See the CLAIM PROCEDURES SECTION of
Article IX. 
 Code means the Internal Revenue Code of 1986, as amended. 
 Compensation means, except for purposes of the CONTRIBUTION LIMITATION SECTION of Article III and Article XI, the total earnings, except as
modified in this definition, from the Employer during any specified period. 
 “Earnings” in this definition means wages, within the
meaning of Code Section 3401(a), and all other payments of compensation to an Employee by the Employer (in the course of the Employer’s trade or business) for which 

  

 3 








 
the Employer is required to furnish the Employee a written statement under Code Sections 6041(d), 6051(a)(3), and 6052. Earnings shall be determined without
regard to any rules under Code Section 3401(a) that limit the remuneration included in wages based on the nature or location of the employment or the services performed (such as the exception for agricultural labor in Code
Section 3401(a)(2)). The type of compensation that is reported in the “Wages, Tips and Other Compensation” box on Form W-2 satisfies this definition. 
 For any Self-employed Individual, Compensation means Earned Income. 
 Except as provided herein, Compensation
for a specified period is the Compensation actually paid or made available (or if earlier, includible in gross income) during such period. 
 For Plan Years beginning on or after July 1, 2007, Compensation for a Plan Year shall also
include Compensation paid by the later of 2 1/2 months after an Employee’s Severance from Employment with the Employer
maintaining the Plan or the end of the Plan Year that includes the date of the Employee’s Severance from Employment with the Employer maintaining the Plan, if the payment is regular Compensation for services during the Employee’s regular
working hours, or Compensation for services outside the Employee’s regular working hours (such as overtime or shift differential), commissions, bonuses, or other similar payments, and, absent a Severance from Employment, the payments would have
been paid to the Employee while the Employee continued in employment with the Employer. 
 Any payments not described above shall not be considered Compensation if paid after Severance from Employment, even if they are paid by the later of 2 1/2 months after the date of Severance from Employment or the end of the Plan Year that includes the date of Severance from Employment, except, payments to an individual who
does not currently perform services for the Employer by reason of qualified military service (within the meaning of Code Section 414(u)(1)) to the extent these payments do not exceed the amounts the individual would have received if the
individual had continued to perform services for the Employer rather than entering qualified military service. 
 Back pay, within the
meaning of section 1.415(c)-2(g)(8) of the regulations, shall be treated as Compensation for the Plan Year to which the back pay relates to the extent the back pay represents wages and compensation that would otherwise be included in this
definition. 
 Compensation paid or made available during a specified period shall include amounts that would otherwise be included in
Compensation but for an election under Code Section 125(a), 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k), or 457(b). Compensation shall also include employee contributions “picked up” by a governmental entity and, pursuant to Code
Section 414(h)(2), treated as Employer contributions. 
 Compensation shall exclude the following: 
  

	 	•	 	 reimbursements or other expense allowances, fringe benefits (cash and noncash), moving expenses, deferred compensation (other than elective contributions), and
welfare benefits 


  

	 	•	 	 taxable value of qualified or nonqualified stock options 


  

	 	•	 	 severance pay 


  

	 	•	 	 non-performance based bonuses, such as retention bonuses, relocation pay, signing bonus and holiday type bonuses 


  

	 	•	 	 for Nomac Drilling Corporation Employees, safety bonuses 


 For purposes of the EXCESS AMOUNTS SECTION of Article III, Compensation shall not exclude those items listed above unless such Compensation is nondiscriminatory in accordance with the regulations under Code
Section 414(s). 
  

 4 








 For purposes of the EXCESS AMOUNTS SECTION of Article III, the Employer may elect to use an
alternative nondiscriminatory definition of Compensation in accordance with the regulations under Code Section 414(s). 
 For Plan Years
beginning on or after January 1, 2002, the annual Compensation of each Participant taken into account in determining contributions and allocations for any determination period (the period over which Compensation is determined) shall not exceed
$200,000, as adjusted for cost-of-living increases in accordance with Code Section 401(a)(17)(B). The cost-of-living adjustment in effect for a calendar year applies to any determination period beginning with or within such calendar year.

 If a determination period consists of fewer than 12 months, the annual compensation limit is an amount equal to the otherwise applicable
annual compensation limit multiplied by a fraction. The numerator of the fraction is the number of months in the short determination period, and the denominator of the fraction is 12. 
 If Compensation for any prior determination period is taken into account in determining a Participant’s contributions or allocations for the current
Plan Year, the Compensation for such prior determination period is subject to the applicable annual compensation limit in effect for that determination period. For this purpose, in determining contributions and allocations in Plan Years beginning on
or after January 1, 2002, the annual compensation limit in effect for determination periods beginning before that date is $200,000. 
 Compensation means, for a Leased Employee, Compensation for the services the Leased Employee performs for the Employer, determined in the same manner as the Compensation of Employees who are not Leased Employees, regardless of whether such
Compensation is received directly from the Employer or from the leasing organization. 
 Compensation Year means the consecutive
12-month period ending on the last day of each Plan Year, including corresponding periods before October 1, 1988. 
 Contributions
means Employer Contributions and Rollover Contributions as set out in Article III, unless the context clearly indicates only specific contributions are meant. 
 Controlled Group means any group of corporations, trades, or businesses of which the Employer is a part that is under common control. A Controlled Group includes 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 Section 414(b), Code Section 414(c) and the regulations thereunder and, for purposes
of determining contribution limitations under the CONTRIBUTION LIMITATION SECTION of Article III, as modified by Code Section 415(h). The term Controlled Group, as it is used in this Plan, shall include the term Affiliated Service Group
and any other employer required to be aggregated with the Employer under Code Section 414(o) and the regulations thereunder. 
 Direct
Rollover means a payment by the Plan to the Eligible Retirement Plan specified by the Distributee. 
 Discretionary Contributions
means discretionary contributions made by the Employer to fund this Plan. See the EMPLOYER CONTRIBUTIONS SECTION of Article III. 
 Distributee means an Employee or former Employee. In addition, the Employee’s (or former Employee’s) surviving spouse and the Employee’s (or former Employee’s) spouse or former spouse who is the Alternate Payee
under a qualified domestic relations order, as defined in Code Section 414(p), are Distributees with regard to the interest of the spouse or former spouse. 
  


 5 








 Early Retirement Age means a Participant’s age on the date he meets the following
requirement(s): 
  

	 	(a)	He has attained age 55. 

  

	 	(b)	He has completed five years of Vesting Service. 

 Early
Retirement Date means the first day of any month before a Participant’s Normal Retirement Date that the Participant selects for the start of his retirement benefits. This day shall be on or after the date he has a Severance from Employment
and reaches Early Retirement Age. If a Participant has a Severance from Employment before satisfying any age requirement for Early Retirement Age, but after satisfying any other requirements, the Participant shall be entitled to elect an early
retirement benefit upon satisfying such age requirement. 
 Earned Income means, for a Self-employed Individual, net earnings from
self-employment in the trade or business for which this Plan is established if such Self-employed Individual’s personal services are a material income producing factor for that trade or business. Net earnings shall be determined without regard
to items not included in gross income and the deductions properly allocable to or chargeable against such items. Net earnings shall be reduced for the employer contributions to the employer’s qualified retirement plan(s) to the extent
deductible under Code Section 404. 
 Net earnings shall be determined with regard to the deduction allowed to the employer by Code
Section 164(f) for taxable years beginning after December 31, 1989. 
 Elective Deferral Contributions means contributions
made by the Employer in accordance with elective deferral agreements between Eligible Employees and the Employer. 
 Elective deferral
agreements shall be made, changed, or terminated according to the provisions of the EMPLOYER CONTRIBUTIONS SECTION of Article III. 
 Elective
Deferral Contributions shall be 100% vested and subject to the distribution restrictions of Code Section 401(k) when made. See the WHEN BENEFITS START SECTION of Article V. 
 Elective Deferral Contributions means Pre-tax Elective Deferral Contributions. 
 Eligibility Service means an Employee’s Period of Service. Eligibility Service shall be measured from his Employment Commencement Date to his
most recent Severance Date. This Period of Service shall be reduced by any Period of Severance that occurred prior to his most recent Severance Date, unless such Period of Severance is included under the service spanning rule below. This period of
Eligibility Service shall be expressed as months (on the basis that 30 days equal one month). 
 However, Eligibility Service is modified as
follows: 
 Service with a Predecessor Employer that did not maintain this Plan included: 
 An Employee’s service with a Predecessor Employer that did not maintain this Plan shall be included as service with the Employer if provided in the
buy/sell agreement with such Predecessor Employer. This service excludes service performed while a proprietor or partner. 
 Period of
Military Duty included: 
 A Period of Military Duty shall be included as service with the Employer to the extent it has not already been
credited. 
  

 6 








 Period of Severance included (service spanning rule): 
 A Period of Severance shall be deemed to be a Period of Service under either of the following conditions: 
  

	 	(a)	the Period of Severance immediately follows a period during which an Employee is not absent from work and ends within 12 months; or 

  

	 	(b)	the Period of Severance immediately follows a period during which an Employee is absent from work for any reason other than quitting, being discharged, or retiring (such as a leave
of absence or layoff) and ends within 12 months of the date he was first absent. 

 Controlled Group service included:

 An Employee’s service with a member firm of a Controlled Group while both that firm and the Employer were members of the Controlled
Group shall be included as service with the Employer. 
 Eligible Employee means any Employee of the Employer excluding the following:

 Bargaining class. Represented for collective bargaining purposes by any collective bargaining agreement between the Employer and employee
representatives, if retirement benefits were the subject of good faith bargaining and if two percent or less of the Employees who are covered pursuant to that agreement are professionals as defined in section 1.410(b)-9 of the regulations. For this
purpose, the term “employee representatives” does not include any organization more than half of whose members are Employees who are owners, officers, or executives of the Employer. 
 Nonresident alien, within the meaning of Code Section 7701(b)(1)(B), who receives no earned income, within the meaning of Code
Section 911(d)(2), from the Employer that constitutes income from sources within the United States, within the meaning of Code Section 861(a)(3), or who receives such earned income but it is all exempt from income tax in the United States
under the terms of an income tax convention. 
 Leased Employee. 
 An Employee considered by the Employer to be an independent contractor, or the employee of an independent contractor, who is later determined by the Internal Revenue Service to be an Employee. 
 A resident of Puerto Rico. 
 An individual not
on the Employer’s payroll as a common law Employee even if later determined to be an Employee. 
 An Employee of a non-participating
affiliated Employer. 
 However, to the extent an Employee becomes an Employee as a result of a Code Section 410(b)(6)(C) transaction,
that Employee shall not be an Eligible Employee during the period beginning on the date of the transaction and ending on the last day of the first Plan Year beginning after the date of the transaction. This period is called the transition period.
The transition period may end earlier if there is a significant change in the coverage under the Plan or if the Employer chooses to cover all similarly situated Employees as of an earlier date. A Code Section 410(b)(6)(C) transaction is an
asset or stock acquisition, merger, or similar transaction involving a change in the employer of the employees of a trade or business. 
  

 7 








 Eligible Retirement Plan means 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 this Plan, an individual retirement
account described in Code Section 408(a), an individual retirement annuity described in Code Section 408(b), an annuity plan described in Code Section 403(a), an annuity contract described in Code Section 403(b), or a qualified
plan described in Code Section 401(a), that accepts the Distributee’s Eligible Rollover Distribution. The definition of Eligible Retirement Plan shall also apply in the case of a distribution to a surviving spouse, or to a spouse or former
spouse who is the Alternate Payee under a qualified domestic relations order, as defined in Code Section 414(p). 
 For taxable years
beginning on or after January 1, 2006, if any portion of an Eligible Rollover Distribution is attributable to payments or distributions from a designated Roth account, an Eligible Retirement Plan with respect to such portion shall include only
(i) another designated Roth account of the individual from whose Account the payments or distributions were made under an annuity plan described in Code Section 403(a) or a qualified plan described in Code Section 401(a);
(ii) another designated Roth account of such individual under an annuity contract described in Code Section 403(b); or (iii) a Roth IRA described in Code Section 408A of such individual. 
 Eligible Rollover Distribution means any distribution of all or any portion of the balance to the credit of the Distributee, except that an
Eligible Rollover Distribution does not include: (i) any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the Distributee or the joint
lives (or joint life expectancies) of the Distributee and the Distributee’s designated Beneficiary, or for a specified period of ten years or more; (ii) any distribution to the extent such distribution is required under Code
Section 401(a)(9); (iii) any hardship distribution; (iv) the portion of any other distribution(s) that is not includible in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to
employer securities); and (v) any other distribution(s) that is reasonably expected to total less than $200 during a year. 
 A portion
of a distribution shall not fail to be an Eligible Rollover Distribution merely because the portion consists of after-tax employee contributions that are not includible in gross income. However, such portion may be transferred only to an individual
retirement account or individual retirement annuity described in Code Section 408(a) or (b), or to a qualified defined contribution plan described in Code Section 401(a) or 403(a) that agrees to separately account for amounts so
transferred, including separately accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is not so includible. 
 A portion of a distribution shall not fail to be an Eligible Rollover Distribution merely because the portion consists of the portion of a designated Roth
account that is not includible in a Participant’s gross income. However, for taxable years beginning on or after January 1, 2006, such portion may be transferred only to a Roth IRA described in Code Section 408A or to a designated
Roth account under another plan that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is not
so includible. 
 If the distribution includes any portion of a designated Roth account, in determining if (v) above applies:
(i) any portion of the distribution from the designated Roth account shall not be treated as an Eligible Rollover Distribution if it is reasonably expected to total less than $200 during a year and (ii) the balance of the distribution, if
any, shall not be treated as an Eligible Rollover Distribution if it is reasonably expected to total less than $200 during a year. In addition, for taxable years beginning on or after January 1, 2006, a designated Roth account and all other
accounts under the Plan shall be treated as accounts held under two separate plans and shall not be combined in determining a mandatory distribution of an Eligible Rollover Distribution greater than $1,000 in the DIRECT ROLLOVERS SECTION of Article
X. 
  

 8 








 Employee means an individual who is employed by the Employer or any other employer required to be
aggregated with the Employer under Code Sections 414(b), (c), (m), or (o). A Controlled Group member is required to be aggregated with the Employer. 
 The term Employee shall include any Self-employed Individual treated as an employee of any employer described in the preceding paragraph as provided in Code Section 401(c)(1). The term Employee shall also include any Leased Employee
deemed to be an employee of any employer described in the preceding paragraph as provided in Code Section 414(n) or (o). 
 Employer means, except for purposes of the CONTRIBUTION LIMITATION SECTION of Article III, the Primary Employer. This will also include any successor corporation or firm of the Employer which shall, by written agreement, assume
the obligations of this Plan or any Predecessor Employer that maintained this Plan. 
 Employer Contributions means 
 Elective Deferral Contributions 
 Matching
Contributions 
 Qualified Nonelective Contributions 
 Discretionary Contributions 
 as set out in Article III and contributions made by the Employer to fund
this Plan in accordance with the provisions of the MODIFICATION OF CONTRIBUTIONS SECTION of Article XI, unless the context clearly indicates only specific contributions are meant. 
 Employment Commencement Date means the date an Employee first performs an Hour of Service. 
 Entry Date means the date an Employee first enters the Plan as an Active Participant. See the ACTIVE PARTICIPANT SECTION of Article II.

 ERISA means the Employee Retirement Income Security Act of 1974, as amended. 
 Fiscal Year means the Primary Employer’s taxable year. The last day of the Fiscal Year is December 31. 
 Forfeiture means the part, if any, of a Participant’s Account that is forfeited. See the FORFEITURES SECTION of Article III. 

Forfeiture Date means, as to a Participant, the last day of five consecutive one-year Periods of Severance. 
 Highly Compensated Employee means any Employee who: 
  

	 	(a)	was a 5-percent owner at any time during the year or the preceding year, or 

  

	 	(b)	for the preceding year had compensation from the Employer in excess of $80,000 and, if the Employer so elects, was in the top-paid group for the preceding year. The $80,000 amount
is adjusted at the same time and in the same manner as under Code Section 415(d), except that the base period is the calendar quarter ending September 30, 1996. 

 For this purpose the applicable year of the plan for which a determination is being made is called a determination year and the preceding 12-month period
is called a look-back year. If the Employer makes a calendar year data election, the look-back year shall be the calendar year beginning with or within the look-back year. The Plan may not use such election to determine whether Employees are Highly
Compensated Employees on account of being a 5-percent owner. 
  

 9 








 In determining who is a Highly Compensated Employee, the Employer does not make a top-paid group
election. In determining who is a Highly Compensated Employee, the Employer does not make a calendar year data election. 
 Calendar year data
elections and top-paid group elections, once made, apply for all subsequent years unless changed by the Employer. If the Employer makes one election, the Employer is not required to make the other. If both elections are made, the look-back year in
determining the top-paid group must be the calendar year beginning with or within the look-back year. These elections must apply consistently to the determination years of all plans maintained by the Employer which reference the highly compensated
employee definition in Code Section 414(q), except as provided in Internal Revenue Service Notice 97-45 (or superseding guidance). 
 The
determination of who is a highly compensated former Employee is based on the rules applicable to determining Highly Compensated Employee status as in effect for that determination year, in accordance with section 1.414(q)-1T, A-4 of the temporary
Income Tax Regulations and Internal Revenue Service Notice 97-45. 
 The determination of who is a Highly Compensated Employee, including the
determinations of the number and identity of Employees in the top-paid group, the compensation that is considered, and the identity of the 5-percent owners, shall be made in accordance with Code Section 414(q) and the regulations thereunder.

 Hour of Service means, for an Employee, each hour for which he is paid, or entitled to payment, for performing duties for the
Employer. 
 Hours of Service shall be credited for employment with any other employer required to be aggregated with the Employer under Code
Sections 414(b), (c), (m), or (o) and the regulations thereunder for purposes of eligibility and vesting. Hours of Service shall also be credited for any individual who is considered an employee for purposes of this Plan pursuant to Code
Section 414(n) or (o) and the regulations thereunder. 
 Inactive Participant means a former Active Participant who has an
Account. See the INACTIVE PARTICIPANT SECTION of Article II. 
 Insurer means Principal Life Insurance Company or the insurance
company or companies named by (i) the Primary Employer or (ii) the Trustee in its discretion or as directed under the Trust Agreement. 
 Investment Fund means the total of Plan assets, excluding the guaranteed benefit policy portion of any Annuity Contract. All or a portion of these assets may be held under, or invested pursuant to, the terms of a Trust Agreement.

 The Investment Fund shall be valued at current fair market value as of the Valuation Date. The valuation shall take into consideration
investment earnings credited, expenses charged, payments made, and changes in the values of the assets held in the Investment Fund. 
 The
Investment Fund shall be allocated at all times to Participants, except as otherwise expressly provided in the Plan. The Account of a Participant shall be credited with its share of the gains and losses of the Investment Fund. That part of a
Participant’s Account invested in a funding arrangement that establishes one or more accounts or investment vehicles for such Participant thereunder shall be credited with the gain or loss from such accounts or investment vehicles. The part of
a Participant’s Account that is invested in 

  

 10 








 
other funding arrangements shall be credited with a proportionate share of the gain or loss of such investments. The share shall be determined by multiplying
the gain or loss of the investment by the ratio of the part of the Participant’s Account invested in such funding arrangement to the total of the Investment Fund invested in such funding arrangement. 
 Investment Manager means any fiduciary (other than a trustee or Named Fiduciary) 
  

	 	(a)	who has the power to manage, acquire, or dispose of any assets of the Plan; 

  

	 	(b)	who (i) is registered as an investment adviser under the Investment Advisers Act of 1940; (ii) is not registered as an investment adviser under such Act by reason of
paragraph (1) of section 203A(a) of such Act, is registered as an investment adviser under the laws of the state (referred to in such paragraph (1)) in which it maintains its principal office and place of business, and, at the time it last
filed the registration form most recently filed by it with such state in order to maintain its registration under the laws of such state, also filed a copy of such form with the Secretary of Labor; (iii) is a bank, as defined in that Act; or
(iv) is an insurance company qualified to perform services described in subparagraph (a) above under the laws of more than one state; and 

  

	 	(c)	who has acknowledged in writing being a fiduciary with respect to the Plan. 

 Late Retirement Date means the first day of any month that is after a Participant’s Normal Retirement Date and on which retirement benefits begin. If a Participant continues to work for the Employer after
his Normal Retirement Date, his Late Retirement Date shall be the earliest first day of the month on or after the date he has a Severance from Employment. An earlier Retirement Date may apply if the Participant so elects. A later Retirement Date may
apply if the Participant so elects. See the WHEN BENEFITS START SECTION of Article V. 
 Leased Employee means any person (other
than an employee of the recipient) who, pursuant to an agreement between the recipient and any other person (“leasing organization”), has performed services for the recipient (or for the recipient and related persons determined in
accordance with Code Section 414(n)(6)) on a substantially full time basis for a period of at least one year, and such services are performed under primary direction or control by the recipient. Contributions or benefits provided by the leasing
organization to a Leased Employee, which are attributable to service performed for the recipient employer, shall be treated as provided by the recipient employer. 
 A Leased Employee shall not be considered an employee of the recipient if: 
  

	 	(a)	such employee is covered by a money purchase pension plan providing (i) a nonintegrated employer contribution rate of at least 10 percent of compensation, as defined in Code
Section 415(c)(3), (ii) immediate participation, and (iii) full and immediate vesting, and 

  

	 	(b)	Leased Employees do not constitute more than 20 percent of the recipient’s nonhighly compensated work force. 

 Loan Administrator means the person(s) or position(s) authorized to administer the Participant loan program. 
 The Loan Administrator is the Human Resources Specialist. 
 Matching Contributions means contributions made by the Employer to fund this Plan that are contingent on a Participant’s Elective Deferral Contributions. See the EMPLOYER CONTRIBUTIONS SECTION of Article
III. 
  

 11 








 Monthly Date means each Yearly Date and the same day of each following month during the Plan Year
beginning on such Yearly Date. 
 Named Fiduciary means the person or persons who have authority to control and manage the operation
and administration of the Plan. 
 The Named Fiduciary is the Employer. 
 Nonhighly Compensated Employee means an Employee of the Employer who is not a Highly Compensated Employee. 
 Nonvested Account means the excess, if any, of a Participant’s Account over his Vested Account. 
 Normal Retirement Age means the age at which the Participant’s normal retirement benefit becomes nonforfeitable if he is an Employee. A
Participant’s Normal Retirement Age is 65. 
 Normal Retirement Date means the earliest first day of the month on or after the
date the Participant reaches his Normal Retirement Age. Unless otherwise provided in this Plan, a Participant’s retirement benefits shall begin on his Normal Retirement Date if he has had a Severance from Employment on such date. Even if the
Participant is an Employee on his Normal Retirement Date, he may choose to have his retirement benefit begin on such date. 
 Parental
Absence means an Employee’s absence from work: 
  

	 	(a)	by reason of pregnancy of the Employee, 

  

	 	(b)	by reason of birth of a child of the Employee, 

  

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

  

	 	(d)	for purposes of caring for such child for a period beginning immediately following such birth or placement. 

 Participant means either an Active Participant or an Inactive Participant. 
 Period of Military Duty means, for an Employee 
  

	 	(a)	who served as a member of the armed forces of the United States, and 

  

	 	(b)	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 date the Employee was reemployed. 
 Period of Service means a period of time beginning on an Employee’s
Employment Commencement Date or Reemployment Commencement Date (whichever applies) and ending on his Severance Date. 
 Period of
Severance means a period of time beginning on an Employee’s Severance Date and ending on the date he again performs an Hour of Service. 
  

 12 








 A one-year Period of Severance means a Period of Severance of 12 consecutive months. 
 Solely for purposes of determining whether a one-year Period of Severance has occurred for eligibility or vesting purposes, the consecutive 12-month
period beginning on the first anniversary of the first date of a Parental Absence shall not be a one-year Period of Severance. 
 Plan
means the savings and incentive stock bonus plan of the Employer set forth in this document, including any later amendments to it. 
 Plan
Administrator means the person or persons who administer the Plan. 
 The Plan Administrator is the Employer. 
 Plan Fund means the total of the Investment Fund and the guaranteed benefit policy portion of any Annuity Contract. The Investment Fund shall be
valued as stated in its definition. The guaranteed benefit policy portion of any Annuity Contract shall be determined in accordance with the terms of the Annuity Contract and, to the extent that such Annuity Contract allocates contract values to
Participants, allocated to Participants in accordance with its terms. The total value of all amounts held under the Plan Fund shall equal the value of the aggregate Participants’ Accounts under the Plan. 
 Plan Year means a period beginning on a Yearly Date and ending on the day before the next Yearly Date. 
 Predecessor Employer means, except for purposes of the CONTRIBUTION LIMITATION SECTION of Article III, a firm of which the Employer was once a
part (e.g., due to a spinoff or change of corporate status) or a firm absorbed by the Employer because of a merger or acquisition (stock or asset, including a division or an operation of such company) that maintained this Plan or that is named
below: 
 Advanced Drilling Technologies, LLC 
 Anson Partners Limited Partnership 
 Canaan Energy Corporation 
 Columbia Energy Resources, LLC 
 Columbia
Natural Resources Canada Limited 
 Columbia Natural Resources, LLC 
 Concho Resources, Inc. 
 DLB Oil &
Gas, Inc. 
 Hawg Hauling & Disposal, LLC 
 Hodges Trucking Company 
 Hugoton Energy Corporation 
 Martex Drilling Company, LLP 
 Occidental
Petroleum Corporation 
 Triana Energy Leases, Inc. 
 Effective January 1, 2009, Knox Arbuckle Treat Facility (KATF) 
 Pre-tax Elective Deferral
Contributions means a Participant’s Elective Deferral Contributions that are not includible in the Participant’s gross income at the time deferred. 
 Primary Employer means Chesapeake Energy Corporation. 
 Qualified Nonelective Contributions
means contributions made by the Employer to fund this Plan (other than Elective Deferral Contributions) that are 100% vested when made to the Plan and that are distributable only 

  

 13 








 
in accordance with the distribution provisions (other than for hardships) applicable to Elective Deferral Contributions. See the EMPLOYER CONTRIBUTIONS
SECTION of Article III and the WHEN BENEFITS START SECTION of Article V. 
 Qualifying Employer Securities means any security
which is issued by the Employer or any Controlled Group member and which meets the requirements of Code Section 409(l) and ERISA Section 407(d)(5). This shall also include any securities that satisfied the requirements of the definition
when these securities were assigned to the Plan. 
 Qualifying Employer Securities Fund means that part of the assets of the Trust Fund
that are designated to be held primarily or exclusively in Qualifying Employer Securities for the purpose of providing benefits for Participants. 
 Quarterly Date means each Yearly Date and the third, sixth, and ninth Monthly Date after each Yearly Date that is within the same Plan Year. 
 Reemployment Commencement Date means the date an Employee first performs an Hour of Service following a Period of Severance. 
 Reentry Date means the date a former Active Participant reenters the Plan. See the ACTIVE PARTICIPANT SECTION of Article II. 
 Retirement Date means the date a retirement benefit will begin and is a Participant’s Early, Normal, or Late Retirement Date, as the case may be. 
 Rollover Contributions means the Rollover Contributions which are made by an Eligible Employee or an Inactive Participant according to the
provisions of the ROLLOVER CONTRIBUTIONS SECTION of Article III. 
 Self-Directed Brokerage Account means that portion of a Participant’s Account that is invested at the Participant’s direction in the Principal Self-Directed Brokerage AccountSM. 
 Self-employed Individual means, with respect to any taxable
year, an individual who has Earned Income for the taxable year (or who would have Earned Income but for the fact the trade or business for which this Plan is established did not have net profits for such taxable year). 
 Severance Date means the earlier of: 
  

	 	(a)	the date on which an Employee quits, retires, dies, or is discharged, or 

  

	 	(b)	the first anniversary of the date an Employee begins a one-year absence from service (with or without pay). This absence may be the result of any combination of vacation, holiday,
sickness, disability, leave of absence, or layoff. 

 Solely to determine whether a one-year Period of Severance has occurred
for eligibility or vesting purposes for an Employee who is absent from service beyond the first anniversary of the first day of a Parental Absence, Severance Date is the second anniversary of the first day of the Parental Absence. The period between
the first and second anniversaries of the first day of the Parental Absence is not a Period of Service and is not a Period of Severance. 
  

 14 








 Severance from Employment means, except for purposes of the CONTRIBUTION LIMITATION SECTION of
Article III, an Employee has ceased to be an Employee. The Plan Administrator shall determine if a Severance from Employment has occurred in accordance with section 1.401(k)-1(d)(2) of the regulations. 
 Totally and Permanently Disabled means that a Participant is disabled, as a result of sickness or injury, to the extent that he is prevented from
engaging in any substantial gainful activity, and is eligible for and receives a disability benefit under Title II of the Federal Social Security Act. 
 Trust Agreement means an agreement or agreements of trust between the Primary Employer and Trustee established for the purpose of holding and distributing the Trust Fund under the provisions of the Plan. The
Trust Agreement may provide for the investment of all or any portion of the Trust Fund in the Annuity Contract or any other investment arrangement. 
 Trust Fund means the total funds held under an applicable Trust Agreement. The term Trust Fund when used within a Trust Agreement shall mean only the funds held under that Trust Agreement. 
 Trustee means the party or parties named in the applicable Trust Agreement. 
 Valuation Date means the date on which the value of the assets of the Investment Fund is determined. The value of each Account that is maintained
under this Plan shall be determined on the Valuation Date. In each Plan Year, the Valuation Date shall be the last day of the Plan Year. At the discretion of the Plan Administrator, Trustee, or Insurer (whichever applies) and in a nondiscriminatory
manner, assets of the Investment Fund may be valued more frequently. These dates shall also be Valuation Dates. 
 Vested Account means
the vested part of a Participant’s Account. The Participant’s Vested Account is determined as follows. 
 If the Participant’s
Vesting Percentage is 100%, his Vested Account equals his Account. 
 If the Participant’s Vesting Percentage is not 100%, his Vested
Account equals the sum of (a) and (b) below: 
  

	 	(a)	The part of the Participant’s Account resulting from Employer Contributions made before a prior Forfeiture Date and all other Contributions that were 100% vested when made.


  

	 	(b)	The balance of the Participant’s Account in excess of the amount in (a) above multiplied by his Vesting Percentage. 

 If the Participant has withdrawn any part of his Account resulting from Employer Contributions, other than the vested Employer Contributions included in
(a) above, the amount determined under this subparagraph (b) shall be equal to P(AB + D) - D as defined below: 
  

	 	P	The Participant’s Vesting Percentage. 

  

	 	AB	The balance of the Participant’s Account in excess of the amount in (a) above. 

  

	 	D	The amount of the withdrawal resulting from Employer Contributions, other than the vested Employer Contributions included in (a) above. 

 Vesting Percentage means the percentage used to determine the nonforfeitable portion of a Participant’s Account attributable to Employer
Contributions that were not 100% vested when made. 
  

 15 








 A Participant’s Vesting Percentage is shown in the following schedule opposite the number of whole
years of his Vesting Service. 
  

			
	 VESTING SERVICE
 (whole years)
	 	 VESTING
 PERCENTAGE

	Less than 1	 	0
	1	 	20
	2	 	40
	3	 	60
	4	 	80
	5 or more	 	100

 The Vesting Percentage for a Participant who is an Employee on or after the date he reaches Normal
Retirement Age or Early Retirement Age shall be 100%. The Vesting Percentage for a Participant who is an Employee on the date he dies shall be 100%. The Vesting Percentage for a Participant who is an Employee on the date he becomes disabled shall be
100% if such disability is subsequently determined to meet the definition of Totally and Permanently Disabled. 
 If the schedule used to
determine a Participant’s Vesting Percentage is changed, the new schedule shall not apply to a Participant unless he is credited with an Hour of Service on or after the date of the change and the Participant’s nonforfeitable percentage on
the day before the date of the change is not reduced under this Plan. The amendment provisions of the AMENDMENTS SECTION of Article X regarding changes in the computation of the Vesting Percentage shall apply. 
 Participants who terminated under the provisions of the Plan prior to October 1, 2005, will have their vested benefit determined under the plan
provisions in place at the time of their termination of employment. Refer to Appendix A. 
 Vesting Service means an Employee’s
Period of Service. An Employee’s Period of Service shall be measured from his Employment Commencement Date to his most recent Severance Date. This Period of Service shall be reduced by any Period of Severance that occurred prior to his most
recent Severance Date, unless such Period of Severance is included under the service spanning rule below. This Period of Service shall be expressed as years and fractional parts of a year (to four decimal places) on the basis that 365 days equal one
year. 
 However, Vesting Service is modified as follows: 
 Service with a Predecessor Employer that did not maintain this Plan included: 
 An Employee’s service
with a Predecessor Employer that did not maintain this Plan shall be included as service with the Employer if provided in the buy/sell agreement with such Predecessor Employer. This service excludes service performed while a proprietor or partner.

 Period of Military Duty included: 
 A Period of Military Duty shall be included as service with the Employer to the extent it has not already been credited. 
  

 16 








 Period of Severance included (service spanning rule): 
 A Period of Severance shall be deemed to be a Period of Service under either of the following conditions: 
  

	 	(a)	the Period of Severance immediately follows a period during which an Employee is not absent from work and ends within 12 months; or 

  

	 	(b)	the Period of Severance immediately follows a period during which an Employee is absent from work for any reason other than quitting, being discharged, or retiring (such as a leave
of absence or layoff) and ends within 12 months of the date he was first absent. 

 Controlled Group service included:

 An Employee’s service with a member firm of a Controlled Group while both that firm and the Employer were members of the Controlled
Group shall be included as service with the Employer. 
 Yearly Date means October 1, 1988, and each following January 1.

 Years of Service means an Employee’s Vesting Service disregarding any modifications that exclude service. 
  

 17 








 ARTICLE II 
 PARTICIPATION 
 SECTION 2.01—ACTIVE PARTICIPANT. 
  

	 	(a)	An Employee shall first become an Active Participant (begin active participation in the Plan) on the earliest Monthly Date (effective January 1, 2009, first working day of the
month) on which he is an Eligible Employee and has met both of the eligibility requirements set forth below. This date is his Entry Date. 

  

	 	(1)	He has completed three months of Eligibility Service before his Entry Date. 

  

	 	(2)	He is age 18 or older. 

 Each Employee who was an Active
Participant on December 31, 2007, shall continue to be an Active Participant if he is still an Eligible Employee on January 1, 2008, and his Entry Date shall not change. 
 If service with a Predecessor Employer is counted for purposes of Eligibility Service, an Employee shall be credited with such service on the date he
becomes an Employee and shall become an Active Participant on the earliest Monthly Date (effective January 1, 2009, first working day of the month) on which he is an Eligible Employee and has met all of the eligibility requirements above. This
date is his Entry Date. 
 If a person has been an Eligible Employee who has met all of the eligibility requirements above, but is not an
Eligible Employee on the date that would have been his Entry Date, he shall become an Active Participant on the date he again becomes an Eligible Employee. This date is his Entry Date. 
 In the event an Employee who is not an Eligible Employee becomes an Eligible Employee, such Eligible Employee shall become an Active Participant
immediately if such Eligible Employee has satisfied the eligibility requirements above and would have otherwise previously become an Active Participant had he met the definition of Eligible Employee. This date is his Entry Date. 
  

	 	(b)	An Inactive Participant shall again become an Active Participant (resume active participation in the Plan) as soon as administratively feasible following the date he again performs
an Hour of Service as an Eligible Employee. This date is his Reentry Date. 

 Upon again becoming an Active Participant, he
shall cease to be an Inactive Participant. 
  

	 	(c)	A former Participant shall again become an Active Participant (resume active participation in the Plan) as soon as administratively feasible following the date he again performs an
Hour of Service as an Eligible Employee. This date is his Reentry Date. 

 There shall be no duplication of benefits for a
Participant because of more than one period as an Active Participant. 
  

 18 








 SECTION 2.02—INACTIVE PARTICIPANT. 
 An Active Participant shall become an Inactive Participant (stop accruing benefits) on the earlier of the following: 
  

	 	(a)	the date the Participant ceases to be an Eligible Employee, or 

  

	 	(b)	the effective date of complete termination of the Plan under Article VIII. 

 An Employee or former Employee who was an Inactive Participant on December 31, 2007, shall continue to be an Inactive Participant on January 1, 2008. Eligibility for any benefits payable to the Participant
or on his behalf and the amount of the benefits shall be determined according to the provisions of the prior document, unless otherwise stated in this document or any subsequent documents. 
 SECTION 2.03—CESSATION OF PARTICIPATION. 
 A
Participant shall cease to be a Participant on the date he is no longer an Eligible Employee and his Account is zero. 
 SECTION 2.04—ADOPTING
EMPLOYERS - SINGLE PLAN. 
 Each of the Controlled Group members listed below is an Adopting Employer. Each Adopting Employer listed below
participates with the Employer in this Plan. An Adopting Employer’s agreement to participate in this Plan shall be in writing. 
 The
Employer has the right to amend the Plan. An Adopting Employer does not have the right to amend the Plan. 
 If the Adopting Employer did not
maintain its plan before its date of adoption specified below, its date of adoption shall be the Entry Date for any of its Employees who have met the requirements in the ACTIVE PARTICIPANT SECTION of this article as of that date. Service with and
Compensation from an Adopting Employer shall be included as service with and Compensation from the Employer. Transfer of employment, without interruption, between an Adopting Employer and another Adopting Employer or the Employer shall not be
considered an interruption of service. The Employer’s Fiscal Year defined in the DEFINITIONS SECTION of Article I shall be the Fiscal Year used in interpreting this Plan for Adopting Employers. 
 Contributions made by an Adopting Employer shall be treated as Contributions made by the Employer. Forfeitures arising from those Contributions shall be
used for the benefit of all Participants. 
 An employer shall not be an Adopting Employer if it ceases to be a Controlled Group member. Such
an employer may continue a retirement plan for its Employees in the form of a separate document. This Plan shall be amended to delete a former Adopting Employer from the list below. 
 If (i) an employer ceases to be an Adopting Employer or the Plan is amended to delete an Adopting Employer and (ii) the Adopting Employer does
not continue a retirement plan for the benefit of its Employees, partial termination may result and the provisions of Article VIII shall apply. 
 ADOPTING EMPLOYERS 
  

			
	 NAME
	  	 DATE OF ADOPTION

	 Chesapeake Energy Marketing, Inc.
	  	October 1, 1988
	 Chesapeake Operating, Inc.
	  	October 1, 1988
	 Chesapeake Appalachia, L.L.C.
	  	January 1, 2007
	 Diamond Y Enterprises, Inc.
	  	January 1, 2007
	 Gene D. Yost & Son, Inc.
	  	January 1, 2007
	 Hodges Trucking Company
	  	January 1, 2007
	 Nomac Drilling Corporation
	  	January 1, 2007

  

 19 








 ARTICLE III 
 CONTRIBUTIONS 
 SECTION 3.01—EMPLOYER CONTRIBUTIONS. 
 Employer Contributions shall be made without regard to current or accumulated net income, earnings, or profits of the Employer. Notwithstanding the
foregoing, the Plan shall continue to be designed to qualify as a profit sharing plan for purposes of Code Sections 401(a), 402, 412, and 417. Such Contributions shall be equal to the Employer Contributions as described below: 
  

	 	(a)	The amount of each Elective Deferral Contribution for a Participant shall be equal to a portion of Compensation as specified in the elective deferral agreement. An Employee who is
eligible to participate in the Plan for purposes of Elective Deferral Contributions may file an elective deferral agreement with the Employer. The Participant shall modify or terminate the elective deferral agreement by filing a new elective
deferral agreement. The elective deferral agreement may not be made retroactively and shall remain in effect until modified or terminated. 

 The elective deferral agreement to start or modify Elective Deferral Contributions shall be effective as soon as administratively feasible on or after the Participant’s Entry Date (Reentry Date, if applicable) or
any following Quarterly Date (or such other dates as the Plan Administrator may determine on a non-discriminatory basis). The elective deferral agreement must be entered into on or before the date it is effective. 
 The elective deferral agreement to stop Elective Deferral Contributions may be entered into on any date. Such elective deferral agreement shall be
effective as soon as administratively feasible following the date on which the elective deferral agreement is entered into. 
 Elective
Deferral Contributions cannot be more than 75% of Compensation. A Participant who is eligible to make Catch-up Contributions shall not be limited to the maximum deferral percentage unless his Elective Deferral Contributions, including Catch-up
Contributions, exceed this limit plus the dollar amount of Catch-up Contributions permitted. 
 A Participant may not defer more than 100% of
his bonus Compensation for the Plan Year. 
 A Participant who is age 50 or older by the end of the taxable year shall be eligible to make
Catch-up Contributions. 
 The Plan provides for an automatic election to have Elective Deferral Contributions made. The automatic Elective
Deferral Contribution shall be Pre-tax Elective Deferral Contributions and shall be 3% of Compensation. The automatic Elective Deferral Contribution shall be automatically increased each January 1 by 1% up to a maximum automatic Elective
Deferral Contribution of 9%. The Participant may affirmatively elect a different percentage or elect not to make Elective Deferral Contributions. 
 Such automatic election shall apply when a Participant first becomes eligible to make Elective Deferral Contributions (or again becomes eligible after a period during which he was not an Active Participant). The Participant shall be
provided a notice that explains the automatic election and his right to elect a different rate of Elective Deferral Contributions or to elect not to make Elective Deferral Contributions. The notice shall include the procedure for exercising that
right and the timing for implementing any such election. The Participant shall be given a reasonable period thereafter to elect a different rate of Elective Deferral Contributions or to elect not to make Elective Deferral Contributions. 

 

 20 








 Each Active Participant affected by the automatic election and automatic increase shall be provided an
annual notice that explains the automatic election and his right to elect a different rate of Elective Deferral Contributions or to elect not to make Elective Deferral Contributions. The notice shall include the procedure for exercising those rights
and the timing for implementing any such elections. 
 No Participant shall be permitted to have Elective Deferral Contributions, as defined
in the EXCESS AMOUNTS SECTION of this article, made under this Plan, or any other plan, contract, or arrangement maintained by the Employer, during any calendar year, in excess of the dollar limitation contained in Code Section 402(g) in effect
for the Participant’s taxable year beginning in such calendar year. The dollar limitation in the preceding sentence shall be increased by the dollar limit on Catch-up Contributions under Code Section 414(v)(2)(B)(i) for the taxable year
for any Participant who will be age 50 or older by the end of the taxable year. 
 The dollar limitation contained in Code Section 402(g)
is $10,500 for taxable years beginning in 2000 and 2001, increasing to $11,000 for taxable years beginning in 2002, and increasing by $1,000 for each year thereafter up to $15,000 for taxable years beginning in 2006 and later years. After 2006, the
$15,000 limit will be adjusted by the Secretary of the Treasury for cost-of-living increases under Code Section 402(g)(4). Any such adjustments will be in multiples of $500. 
 Catch-up Contributions for a Participant for a taxable year may not exceed the dollar limit on Catch-up Contributions under Code
Section 414(v)(2)(B)(i) for the taxable year. The dollar limit on Catch-up Contributions under Code Section 414(v)(2)(B)(i) is $1,000 for taxable years beginning in 2002, increasing by $1,000 for each year thereafter up to $5,000 for
taxable years beginning in 2006 and later years. After 2006, the $5,000 limit will be adjusted by the Secretary of the Treasury for cost-of-living increases under Code Section 414(v)(2)(C). Any such adjustments will be in multiples of $500.

 An elective deferral agreement (or change thereto) must be made in such manner and in accordance with such rules as the Employer may
prescribe in a nondiscriminatory manner (including by means of voice response or other electronic system under circumstances the Employer permits) and may not be made retroactively. 
 Elective Deferral Contributions are 100% vested and nonforfeitable. 
  

	 	(b)	Matching Contributions. 

  

	 	(1)	The Employer shall make Matching Contributions in an amount equal to 100% of Elective Deferral Contributions. Elective Deferral Contributions that are over 15% of Compensation
won’t be matched. 

 Matching Contributions are calculated based on Elective Deferral Contributions and Compensation for
the payroll period. Matching Contributions shall be made for all persons who were Active Participants at any time during that payroll period. 
  

	 	(2)	The Employer may make additional Matching Contributions if the total Matching Contributions determined below are greater than the amount of Matching Contributions determined in
(1) above for the Plan Year. Additional Matching Contributions, if any, shall be made for all persons who were Active Participants at any time during the Plan Year. 

  

 21 








 Total Matching Contributions for the Plan Year shall be a percentage of Elective Deferral Contributions
and shall be calculated based on Elective Deferral Contributions and the eligible Participant’s Compensation for the Plan Year. The percentage shall be determined by the Employer. The percentage must be equal to or greater than the percentage
specified in (1) above. 
 Elective Deferral Contributions that are over a percentage of Compensation won’t be matched. The
percentage is the percentage specified in (1) above or a greater percentage determined by the Employer. 
 The amount of additional
Matching Contributions, if any, shall be determined by subtracting the Matching Contributions determined in (1) above for the Plan Year from total Matching Contributions for the Plan Year. 
 Any percentage determined by the Employer shall apply to all eligible persons for the entire Plan Year. 
 Matching Contributions are subject to the Vesting Percentage. 
  

	 	(c)	Qualified Nonelective Contributions may be made for each Plan Year in an amount determined by the Employer. 

 Qualified Nonelective Contributions are 100% vested and are distributable only in accordance with the distribution provisions (other than for hardships)
applicable to Elective Deferral Contributions. 
  

	 	(d)	Discretionary Contributions may be made for each Plan Year in an amount determined by the Employer. 

 Discretionary Contributions are subject to the Vesting Percentage. 
 Employer Contributions are allocated according to the provisions of the ALLOCATION SECTION of this article. 
 The Employer may make all or any portion of the Matching Contributions, which are to be invested in Qualifying Employer Securities, to the Trustee in the form of Qualifying Employer Securities. If made in the form of Qualifying Employer
Securities, the value of the stock shall be based upon the closing price from the previous business day. 
 The Employer may make all or a
part of an annual Employer Contribution before the end of the Plan Year. Such Contributions that are made for or allocated to each person who was an Active Participant at any time during the Plan Year shall be allocated when made in a manner that
approximates the allocation that would otherwise have been made as of the last day of the Plan Year. Succeeding allocations shall take into account amounts previously allocated for the Plan Year. The percentage of the Employer Contribution allocated
to the Participant for the Plan Year shall be the same percentage that would have been allocated to him if the entire allocation had been made as of the last day of the Plan Year. Excess allocations shall be forfeited and reallocated as necessary to
provide the percentage applicable to each Participant. Any other Employer Contributions made before the end of the Plan Year shall be held unallocated until the last day of the Plan Year. Then, as of the last day of the Plan Year, the advance
Contributions shall be allocated according to the provisions of the ALLOCATION SECTION of this article. 
 The Employer may also make all or
a part of an annual Employer Contribution after the end of the Plan Year, provided such contribution is made not later than the time prescribed by law for filing the Employer’s tax return for the taxable year including extensions. 

 

 22 








 A portion of the Plan assets resulting from Employer Contributions (but not more than the original amount
of those Contributions) may be returned if the Employer Contributions are made because of a mistake of fact or are more than the amount deductible under Code Section 404 (excluding any amount which is not deductible because the Plan is
disqualified). The amount involved must be returned to the Employer within one year after the date the Employer Contributions are made by mistake of fact or the date the deduction is disallowed, whichever applies. Except as provided under this
paragraph and in Article VIII, the assets of the Plan shall never be used for the benefit of the Employer and are held for the exclusive purpose of providing benefits to Participants and their Beneficiaries and for defraying reasonable expenses
of administering the Plan. 
 SECTION 3.01A—ROLLOVER CONTRIBUTIONS. 
 A Rollover Contribution may be made by an Eligible Employee or Inactive Participant if the following conditions are met: 
  

	 	(a)	The Contribution is a Participant Rollover Contribution or a direct rollover of a distribution made after December 31, 2001 from the types of plans specified below.


 Direct Rollovers. The Plan will accept a direct rollover of an Eligible Rollover Distribution from (i) a
qualified plan described in Code Section 401(a) or 403(a), including after-tax employee contributions and excluding any portion of a designated Roth account; (ii) an annuity contract described in Code Section 403(b), including
after-tax employee contributions and excluding any portion of a designated Roth account; and (iii) 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. 
 Participant Rollover Contributions from Other Plans. The Plan will
accept a Participant contribution of an Eligible Rollover Distribution from (i) a qualified plan described in Code Section 401(a) or 403(a), excluding distributions of a designated Roth account; (ii) an annuity contract described in
Code Section 403(b), excluding distributions of a designated Roth account; and (iii) 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. 
 Participant Rollover Contributions from IRAs. The Plan will accept a Participant Rollover
Contribution of the portion of a distribution from an individual retirement account or individual retirement annuity described in Code Section 408(a) or (b) that is eligible to be rolled over and would otherwise be includible in the
Participant’s gross income. 
  

	 	(b)	The Contribution is of amounts that the Code permits to be transferred to a plan that meets the requirements of Code Section 401(a). 

  

	 	(c)	The Contribution is made in the form of a direct rollover under Code Section 401(a)(31) or is a rollover made under Code Section 402(c) or 408(d)(3)(A) within 60 days
after the Eligible Employee or Inactive Participant receives the distribution. 

  

	 	(d)	The Eligible Employee or Inactive Participant furnishes evidence satisfactory to the Plan Administrator that the proposed rollover meets conditions (a), (b), and (c) above.


  

	 	(e)	In the case of an Inactive Participant, the Contribution must be of an amount distributed from another plan of the Employer, or a plan of a Controlled Group member, that satisfies
the requirements of Code Section 401(a). 

  

 23 








 A Rollover Contribution shall be allowed in cash or in kind and must be made according to procedures set
up by the Plan Administrator. The in kind distribution must be of an allowable security under the Self-Directed Brokerage Account. 
 If the
Eligible Employee is not an Active Participant when the Rollover Contribution is made, he shall be deemed to be an Active Participant only for the purpose of investment and distribution of the Rollover Contribution. Employer Contributions shall not
be made for or allocated to the Eligible Employee until the time he meets all of the requirements to become an Active Participant. 
 Rollover Contributions made by an Eligible Employee or an Inactive Participant shall be credited to his Account. The part of the Participant’s Account resulting from Rollover Contributions is 100% vested and nonforfeitable at all
times. Separate accounting records shall be maintained for those parts of his Rollover Contributions consisting of (i) voluntary contributions which were deducted from the Participant’s gross income for Federal income tax purposes and
(ii) after-tax employee contributions, including the portion that would not have been includible in the Participant’s gross income if the contributions were not rolled over into this Plan. 
 SECTION 3.02—FORFEITURES. 
 The Nonvested Account
of a Participant shall be forfeited as of the earlier of the following: 
  

	 	(a)	the date the record keeper is notified that the Participant died (if prior to such date he has had a Severance from Employment), or 

  

	 	(b)	the Participant’s Forfeiture Date. 

 All or a portion of a
Participant’s Nonvested Account shall be forfeited before such earlier date if, after he has a Severance from Employment, he receives, or is deemed to receive, a distribution of his entire Vested Account or a distribution of his Vested Account
derived from Employer Contributions that were not 100% vested when made, under the RETIREMENT BENEFITS SECTION of Article V, the VESTED BENEFITS SECTION of Article V, or the SMALL AMOUNTS SECTION of Article X. The forfeiture shall
occur as of the date the Participant receives, or is deemed to receive, the distribution. If a Participant receives, or is deemed to receive, his entire Vested Account, his entire Nonvested Account shall be forfeited. If a Participant receives a
distribution of his Vested Account from Employer Contributions that were not 100% vested when made, but less than his entire Vested Account, the amount to be forfeited shall be determined by multiplying his Nonvested Account from such Contributions
by a fraction. The numerator of the fraction is the amount of the distribution derived from Employer Contributions that were not 100% vested when made and the denominator of the fraction is his entire Vested Account derived from such Contributions
on the date of the distribution. 
 A Forfeiture shall also occur as provided in the EXCESS AMOUNTS SECTION of this article. 
 Forfeitures shall be determined at least once during each Plan Year. Forfeitures may first be used to pay administrative expenses. Forfeitures of
Matching Contributions that relate to excess amounts as provided in the EXCESS AMOUNTS SECTION of this article, that have not been used to pay administrative expenses, shall be applied to reduce the earliest Employer Contributions made after the
Forfeitures are determined. Any other Forfeitures that have not been used to pay administrative expenses shall be applied to reduce the earliest Employer Contributions made after the Forfeitures are determined. Upon their application to reduce
Employer Contributions, Forfeitures shall be deemed to be Employer Contributions. 
 If a Participant again becomes an Eligible Employee
after receiving a distribution which caused all or a portion of his Nonvested Account to be forfeited, he shall have the right to repay to the Plan the entire amount of the distribution he received (excluding any amount of such distribution
resulting from Contributions that were 100% 

  

 24 








 
vested when made). The repayment must be made in a single sum (repayment in installments is not permitted) before the earlier of the date five years after
the date he again becomes an Eligible Employee or the end of the first period of five consecutive one-year Periods of Severance which begin after the date of the distribution. 
 If the Participant makes the repayment above, the Plan Administrator shall restore to his Account an amount equal to his Nonvested Account that was
forfeited on the date of distribution, unadjusted for any investment gains or losses. If no amount is to be repaid because the Participant was deemed to have received a distribution, or only received a distribution of Contributions which were 100%
vested when made, and he again performs an Hour of Service as an Eligible Employee within the repayment period, the Plan Administrator shall restore the Participant’s Account as if he had made a required repayment on the date he performed such
Hour of Service. Restoration of the Participant’s Account shall include restoration of all Code Section 411(d)(6) protected benefits with respect to the restored Account, according to applicable Treasury regulations. Provided, however, the
Plan Administrator shall not restore the Nonvested Account if (i) a Forfeiture Date has occurred after the date of the distribution and on or before the date of repayment and (ii) that Forfeiture Date would result in a complete forfeiture
of the amount the Plan Administrator would otherwise restore. 
 The Plan Administrator shall restore the Participant’s Account by the
close of the Plan Year following the Plan Year in which repayment is made. The permissible sources for restoration of the Participant’s Account are Forfeitures or special Employer Contributions. Such special Employer Contributions shall be made
without regard to profits. The repaid and restored amounts are not included in the Participant’s Annual Additions, as defined in the CONTRIBUTION LIMITATION SECTION of this article. 
 SECTION 3.03—ALLOCATION. 
 A person meets the allocation requirements of this section if he is an
Active Participant on the last day of the Plan Year. A person shall also meet the requirements of this section if he was an Active Participant at any time during the Plan Year and retires, becomes Totally and Permanently Disabled, or dies.

 Elective Deferral Contributions shall be allocated to the Participants for whom such Contributions are made under the EMPLOYER
CONTRIBUTIONS SECTION of this article. Such Contributions shall be allocated when made and credited to the Participant’s Account. 
 Matching Contributions shall be allocated to the persons for whom such Contributions are made under the EMPLOYER CONTRIBUTIONS SECTION of this article. Such Contributions calculated based on Elective Deferral Contributions and Compensation
for the payroll period shall be allocated when made and credited to the person’s Account. Such Contributions calculated based on Elective Deferral Contributions and the eligible Participant’s Compensation for the Plan Year shall be
allocated as of the last day of the Plan Year and shall be credited to the person’s Account. 
 Qualified Nonelective Contributions
shall be allocated as of the last day of the Plan Year to each person who was an Active Participant at any time during the Plan Year. The amount allocated to such person for the Plan Year shall be determined by the Employer according to one of the
following: 
  

	(a)	an amount equal to such Qualified Nonelective Contributions multiplied by the ratio of such person’s Annual Compensation for the Plan Year to the total Annual Compensation of
all such persons. 

  

	(b)	the same dollar amount shall be allocated to each such person, subject to the applicable limits of the CONTRIBUTION LIMITATION SECTION of this article. 

  

	(c)	 an amount determined by the Employer to be used to reduce Excess Aggregate Contributions and Excess Contributions, as defined in the EXCESS AMOUNTS SECTION of this
article. If the Plan is treated as 



  

 25 









	 	 
separate plans because it is mandatorily disaggregated under the regulations of Code Section 401(k), a separate Qualified Nonelective Contribution may
be determined for each separate plan. Such Contributions (or separate Contributions) shall be allocated first to the eligible person under the Plan (or separate plan) with the lowest Annual Compensation for the Plan Year, then to the eligible person
under the Plan (or separate plan) with the next lowest Annual Compensation, and so forth. The amount of such Contributions shall be limited in each case to 5% of the eligible person’s Compensation used for purposes of the ADP Test.



 This amount shall be credited to the person’s Account. 
 Discretionary Contributions shall be allocated as of the last day of the Plan Year, using Annual Compensation for the Plan Year. In years in which the
Plan is a Top-heavy Plan, as defined in the DEFINITIONS SECTION of Article XI, and the minimum contribution under the MODIFICATION OF CONTRIBUTIONS SECTION of Article XI is not being provided by other contributions to this Plan or another
plan of the Employer, the allocation shall be made to each person meeting the allocation requirements of this section and each person entitled to a minimum contribution under the MODIFICATION OF CONTRIBUTIONS SECTION of Article XI. In all other
years, the allocation shall be made to each person meeting the allocation requirements of this section. The amount allocated shall be equal to the Discretionary Contributions multiplied by the ratio of such person’s Annual Compensation to the
total Annual Compensation for all such persons. The allocation for any person who does not meet the allocation requirements of this section shall be limited to the amount necessary to fund the minimum contribution. 
 In years in which the Plan is a Top-heavy Plan, the minimum contribution under the MODIFICATION OF CONTRIBUTIONS SECTION of Article XI is not being
provided by other contributions to this Plan or another plan of the Employer, and the allocation described above (or any subsequent allocation described below) would provide an allocation for any person less than the minimum contribution required
for such person in the MODIFICATION OF CONTRIBUTIONS SECTION of Article XI, such minimum contribution shall first be allocated to all such persons. Then any amount remaining shall be allocated to the remaining persons sharing in the allocation
based on Annual Compensation as described above, as if they were the only persons sharing in the allocation for the Plan Year. 
 This amount
shall be credited to the person’s Account. 
 If Leased Employees are Eligible Employees, in determining the amount of Employer
Contributions allocated to a person who is a Leased Employee, contributions provided by the leasing organization that are attributable to services such Leased Employee performs for the Employer shall be treated as provided by the Employer. Those
contributions shall not be duplicated under this Plan. 
 SECTION 3.04—CONTRIBUTION LIMITATION. 
 Contributions to the Plan shall be limited in accordance with Code Section 415 and the regulations thereunder. The limitations of this section shall
apply to Limitation Years beginning on or after July 1, 2007, except as otherwise provided herein. 
  

	 	(a)	Definitions. For the purpose of determining the contribution limitation set forth in this section, the following terms are defined. 

 Annual Additions means the sum of the following amounts credited to a Participant’s account for the Limitation Year: 
  

	 	(1)	employer contributions; 

  

	 	(2)	employee contributions; and 

  

 26 









	 	(3)	forfeitures. 

 Annual Additions to a defined contribution
plan, as defined in section 1.415(c)-1(a)(2)(i) of the regulations, shall also include the following: 
  

	 	(4)	mandatory employee contributions, as defined in Code Section 411(c)(2)(C) and section 1.411(c)-1(c)(4) of the regulations, to a defined benefit plan; 


 

	 	(5)	contributions allocated to any individual medical benefit account, as defined in Code Section 415(l)(2), which is part of a pension or annuity plan maintained by the Employer;


  

	 	(6)	amounts attributable to post-retirement medical benefits, allocated to the separate account of a key employee, as defined in Code Section 419A(d)(3), under a welfare benefit
fund, as defined in Code Section 419(e), maintained by the Employer; and 

  

	 	(7)	annual additions under an annuity contract described in Code Section 403(b). 

 Compensation means wages, within the meaning of Code Section 3401(a), and all other payments of compensation to an employee by the Employer (in the course of the Employer’s trade or business) for
which the Employer is required to furnish the employee a written statement under Code Sections 6041(d), 6051(a)(3), and 6052. Compensation shall be determined without regard to any rules under Code Section 3401(a) that limit the remuneration
included in wages based on the nature or location of the employment or the services performed (such as the exception for agricultural labor in Code Section 3401(a)(2)). The type of compensation that is reported in the “Wages, Tips and
Other Compensation” box on Form W-2 satisfies this definition. 
 For any Self-employed Individual, Compensation shall mean Earned
Income. 
 Except as provided herein, Compensation for a Limitation Year is the Compensation actually paid or made available (or if earlier,
includible in gross income) during such Limitation Year. 
 For Limitation Years
beginning on or after July 1, 2007, Compensation for a Limitation Year shall also include Compensation paid by the later of 2 1/2 months after an employee’s Severance from Employment with the Employer maintaining the plan or the end of the Limitation Year that includes the date of the employee’s Severance from Employment with the Employer maintaining the
plan, if the payment is regular Compensation for services during the employee’s regular working hours, or Compensation for services outside the employee’s regular working hours (such as overtime or shift differential), commissions,
bonuses, or other similar payments, and, absent a Severance from Employment, the payments would have been paid to the employee while the employee continued in employment with the Employer. 
 Any payments not described above shall not be considered Compensation if paid after Severance from
Employment, even if they are paid by the later of 2 1/2 months after the date of Severance from Employment or the end of the
Limitation Year that includes the date of Severance from Employment, except, payments to an individual who does not currently perform services for the Employer by reason of qualified military service (within the meaning of Code
Section 414(u)(1)) to the extent these payments do not exceed the amounts the individual would have received if the individual had continued to perform services for the Employer rather than entering qualified military service.

  

 27 








 Back pay, within the meaning of section 1.415(c)-2(g)(8) of the regulations, shall be treated as
Compensation for the Limitation Year to which the back pay relates to the extent the back pay represents wages and compensation that would otherwise be included in this definition. 
 Compensation paid or made available during such Limitation Year shall include amounts that would otherwise be included in Compensation but for an election
under Code Section 125(a), 132(f)(4), 402(e)(3), 402(h)(1)(B), 402(k), or 457(b). 
 Compensation shall not include amounts paid as
Compensation to a nonresident alien, as defined in Code Section 7701(b)(1)(B), who is not a Participant in the Plan to the extent the Compensation is excludible from gross income and is not effectively connected with the conduct of a trade or
business within the United States. 
 Defined Contribution Dollar Limitation means, effective for Limitation Years beginning after
December 31, 2001, $40,000, automatically adjusted under Code Section 415(d), effective January 1 of each year, as published in the Internal Revenue Bulletin. The new limitation shall apply to Limitation Years ending with or within
the calendar year of the date of the adjustment, but a Participant’s Annual Additions for a Limitation Year cannot exceed the currently applicable dollar limitation (as in effect before the January 1 adjustment) prior to January 1.
However, after a January 1 adjustment is made, Annual Additions for the entire Limitation Year are permitted to reflect the dollar limitation as adjusted on January 1. 
 Employer means the employer that adopts this Plan, and all members of a controlled group of corporations (as defined in Code Section 414(b) as
modified by Code Section 415(h)), all commonly controlled trades or businesses (as defined in Code Section 414(c), as modified, except in the case of a brother-sister group of trades or businesses under common control, by Code
Section 415(h)), or affiliated service groups (as defined in Code Section 414(m)) of which the adopting employer is a part, and any other entity required to be aggregated with the employer pursuant to Code Section 414(o). 

Limitation Year means the consecutive 12-month period ending on the last day of each Plan Year, including corresponding consecutive 12-month
periods before October 1, 1988. If the Limitation Year is other than the calendar year, execution of this Plan (or any amendment to this Plan changing the Limitation Year) constitutes the Employer’s adoption of a written resolution
electing the Limitation Year. If the Limitation Year is amended to a different consecutive 12-month period, the new Limitation Year must begin on a date within the Limitation Year in which the amendment is made. 
 Maximum Annual Addition means, for Limitation Years beginning on or after January 1, 2002, except for catch-up contributions described in Code
Section 414(v), the Annual Addition that may be contributed or allocated to a Participant’s Account under the Plan for any Limitation Year. This amount shall not exceed the lesser of: 
  

	 	(1)	The Defined Contribution Dollar Limitation, or 

  

	 	(2)	100 percent of the Participant’s Compensation for the Limitation Year. 

 A Participant’s Compensation for a Limitation Year shall not include Compensation in excess of the limitation under Code Section 401(a)(17) that is in effect for the calendar year in which the Limitation
Year begins. 
  

 28 








 The compensation limitation referred to in (2) shall not apply to an individual medical benefit
account (as defined in Code Section 415(l); or a post-retirement medical benefits account for a key employee (as defined in Code Section 419A(d)(1)). 
 If a short Limitation Year is created because of an amendment changing the Limitation Year to a different consecutive 12-month period, the Maximum Annual Addition will not exceed the Defined Contribution Dollar
Limitation multiplied by the following fraction: 
 Number of months (including any fractional parts of a month) 
 in the short Limitation Year 
 12

 If the Plan is terminated as of a date other than the last day of the Limitation Year, the Plan is treated as if the Plan was amended to
change the Limitation Year and create a short Limitation Year ending on the date the Plan is terminated. 
 If a short Limitation Year is
created, the limitation under Code Section 401(a)(17) shall be prorated in the same manner as the Defined Contribution Dollar Limitation. 
 Predecessor Employer means, with respect to a Participant, a former employer if the Employer maintains a plan that provides a benefit which the Participant accrued while performing services for the former employer. Predecessor
Employer also means, with respect to a Participant, a former entity that antedates the Employer if, under the facts and circumstances, the Employer constitutes a continuation of all or a portion of the trade or business of the former entity.

 Severance from Employment means an employee has ceased to be an employee of the Employer maintaining the plan. An employee does not
have a Severance from Employment if, in connection with a change of employment, the employee’s new employer maintains the plan with respect to the employee. 
  

	 	(b)	If the Participant does not participate in another defined contribution plan, as defined in section 1.415(c)-1(a)(2)(i) of the regulations (without regard to whether the plan(s)
have been terminated) maintained by the Employer, the amount of Annual Additions that may be credited to the Participant’s Account for any Limitation Year shall not exceed the lesser of the Maximum Annual Addition or any other limitation
contained in this Plan. If the Employer Contribution that would otherwise be contributed or allocated to the Participant’s Account would cause the Annual Additions for the Limitation Year to exceed the Maximum Annual Addition, the amount
contributed or allocated shall be reduced so that the Annual Additions for the Limitation Year will equal the Maximum Annual Addition. 

  

	 	(c)	If, in addition to this Plan, the Participant is covered under another defined contribution plan, as defined in section 1.415(c)-1(a)(2)(i) of the regulations, (without regard to
whether the plan(s) have been terminated) maintained by the Employer that provides an Annual Addition during any Limitation Year, the Annual Additions that may be credited to a Participant’s Account under this Plan for any such Limitation Year
will not exceed the Maximum Annual Addition, reduced by the Annual Additions credited to a Participant’s account under the other defined contribution plan(s) for the same Limitation Year. If the Annual Additions with respect to the Participant
under the other defined contribution plan(s) maintained by the Employer are less than the Maximum Annual Addition, and the Employer Contribution that would otherwise be contributed or allocated to the Participant’s Account under this Plan would
cause the Annual Additions for the Limitation Year to exceed this limitation, the amount contributed or allocated will be reduced so that the Annual Additions under all such plans and funds for the Limitation Year will equal the Maximum Annual
Addition. If the Annual Additions with respect to the Participant under the other defined contribution plan(s) in the aggregate are equal to or greater than the Maximum Annual Addition, no amount will be contributed or allocated to the
Participant’s Account under this Plan for the Limitation Year. 

  

 29 









	 	(d)	The limitation of this section shall be determined and applied taking into account the rules in subparagraph (e) below. 

  

	 	(e)	Other Rules 

  

	 	(1)	Aggregating Plans. For purposes of applying the limitations of this section for a Limitation Year, all defined contribution plans (as defined in section 1.415(c)-1(a)(2)(i)
of the regulations and without regard to whether the plan(s) have been terminated) ever maintained by the Employer and all defined contribution plans of a Predecessor Employer (in the Limitation Year in which such Predecessor Employer is created)
under which a Participant receives Annual Additions are treated as one defined contribution plan. 

  

	 	(2)	Break-up of Affiliated Employers. The Annual Additions under a formerly affiliated plan (as defined in section 1.415(f)-1(b)(2)(ii) of the regulations) of the Employer are
taken into account for purposes of applying the limitations of this section for the Limitation Year in which the cessation of affiliation took place. 

  

	 	(3)	Previously Unaggregated Plans. The limitations of this section are not exceeded for the first Limitation Year in which two or more existing plans, which previously were not
required to be aggregated pursuant to section 1.415(f) of the regulations, are aggregated, provided that no Annual Additions are credited to a Participant after the date on which the plans are required to be aggregated if the Annual Additions
already credited to the Participant in the existing plans equal or exceed the Maximum Annual Addition. 

  

	 	(4)	Aggregation with Multiemployer Plan. If the Employer maintains a multiemployer plan, as defined in Code Section 414(f), and the multiemployer plan so provides, only the
Annual Additions under the multiemployer plan that are provided by the Employer shall be treated as Annual Additions provided under a plan maintained by the Employer for purposes of this section. 

 SECTION 3.05—EXCESS AMOUNTS. 
  

	 	(a)	Definitions. For purposes of this section, the following terms are defined: 

 ACP means, for a specified group of Participants (either Highly Compensated Employees or Nonhighly Compensated Employees) for a Plan Year, the average (expressed as a percentage) of the Contribution Percentages
of the Eligible Participants in the group. 
 ADP means, for a specified group of Participants (either Highly Compensated Employees or
Nonhighly Compensated Employees) for a Plan Year, the average (expressed as a percentage) of the Deferral Percentages of the Eligible Participants in the group. 
 Catch-up Contributions means Elective Deferral Contributions made to a plan that are in excess of an otherwise applicable plan limit and that are made by participants who are age 50 or older by the end of the
taxable year. An otherwise applicable plan limit is a limit in the plan that applies to Elective Deferral Contributions without regard to Catch-up Contributions, such as the limits on the maximum annual additions under Code Section 415, the
dollar limitation on Elective Deferral Contributions under Code Section 402(g) (not counting Catch-up Contributions), and the limit imposed by the nondiscrimination test described in Code Section 401(k)(3). 
  

 30 








 Contribution Percentage means the ratio (expressed as a percentage) of the Eligible
Participant’s Contribution Percentage Amounts to the Eligible Participant’s Compensation for the Plan Year (whether or not the Eligible Participant was an Eligible Participant for the entire Plan Year). In modification of the foregoing,
Compensation shall be determined excluding Compensation for the portion of the Plan Year in which an Employee was not an Eligible Participant. For an Eligible Participant for whom such Contribution Percentage Amounts for the Plan Year are zero, the
percentage is zero. 
 Contribution Percentage Amounts means the sum of the Participant Contributions and Matching Contributions (that
are not Qualified Matching Contributions taken into account for purposes of the ADP Test) made under the plan on behalf of the Eligible Participant for the plan year. For plan years beginning on or after January 1, 2006, Matching Contributions
cannot be taken into account for a plan year for a Nonhighly Compensated Employee to the extent they are disproportionate matching contributions as defined in section 1.401(m)-2(a)(5)(ii) of the regulations. Such Contribution Percentage Amounts
shall not include Matching Contributions that are forfeited either to correct Excess Aggregate Contributions or because the contributions to which they relate are Excess Elective Deferrals, Excess Contributions, or Excess Aggregate Contributions.
Under such rules as the Secretary of the Treasury shall prescribe, in determining the Contribution Percentage the Employer may elect to include Qualified Nonelective Contributions under this Plan that were not used in computing the Deferral
Percentage. For plan years beginning on or after January 1, 2006, Qualified Nonelective Contributions cannot be taken into account for a plan year for a Nonhighly Compensated Employee to the extent they are disproportionate contributions as
defined in section 1.401(m)-2(a)(6)(v) of the regulations. The Employer may also elect to use Elective Deferral Contributions in computing the Contribution Percentage so long as the ADP Test is met before the Elective Deferral Contributions are used
in the ACP Test and continues to be met following the exclusion of those Elective Deferral Contributions that are used to meet the ACP Test. 
 Deferral Percentage means the ratio (expressed as a percentage) of Elective Deferral Contributions (other than Catch-up Contributions) under this Plan on behalf of the Eligible Participant for the Plan Year to the Eligible
Participant’s Compensation for the Plan Year (whether or not the Eligible Participant was an Eligible Participant for the entire Plan Year). In modification of the foregoing, Compensation shall be determined excluding Compensation for the
portion of the Plan Year in which an Employee was not an Eligible Participant. The Elective Deferral Contributions used to determine the Deferral Percentage shall include Excess Elective Deferrals (other than Excess Elective Deferrals of Nonhighly
Compensated Employees that arise solely from Elective Deferral Contributions made under this Plan or any other plans of the Employer or a Controlled Group member), but shall exclude Elective Deferral Contributions that are used in computing the
Contribution Percentage (provided the ADP Test is satisfied both with and without exclusion of these Elective Deferral Contributions). Under such rules as the Secretary of the Treasury shall prescribe, the Employer may elect to include Qualified
Nonelective Contributions and Qualified Matching Contributions under this Plan in computing the Deferral Percentage. For Plan Years beginning on or after January 1, 2006, Qualified Matching Contributions cannot be taken into account for a Plan
Year for a Nonhighly Compensated Employee to the extent they are disproportionate matching contributions as defined in section 1.401(m)-2(a)(5)(ii) of the regulations. For Plan Years beginning on or after January 1, 2006, Qualified Nonelective
Contributions cannot be taken into account for a Plan Year for a Nonhighly Compensated Employee to the extent they are disproportionate contributions as defined in section 1.401(k)-2(a)(6)(iv) of the regulations. For an Eligible Participant for whom
such contributions on his behalf for the Plan Year are zero, the percentage is zero. 
  

 31 








 Elective Deferral Contributions means any employer contributions made to a plan at the election of
a participant in lieu of cash compensation. With respect to any taxable year, a participant’s Elective Deferral Contributions are the sum of all employer contributions made on behalf of such participant pursuant to an election to defer under
any qualified cash or deferred arrangement described in Code Section 401(k), any salary reduction simplified employee pension plan described in Code Section 408(k)(6), any SIMPLE IRA plan described in Code Section 408(p), any plan
described under Code Section 501(c)(18), and any employer contributions made on behalf of a participant for the purchase of an annuity contract under Code Section 403(b) pursuant to a salary reduction agreement. For taxable years beginning
after December 31, 2005, Elective Deferral Contributions include Pre-tax Elective Deferral Contributions and Roth Elective Deferral Contributions. Elective Deferral Contributions shall not include any deferrals properly distributed as excess
annual additions. 
 Eligible Participant means, for purposes of determining the Deferral Percentage, any Employee who is otherwise
entitled to make Elective Deferral Contributions under the terms of the plan for the plan year. Eligible Participant means, for purposes of determining the Contribution Percentage, any Employee who is eligible (i) to make a Participant
Contribution or an Elective Deferral Contribution (if the Employer takes such contributions into account in the calculation of the Contribution Percentage), or (ii) to receive a Matching Contribution (including forfeitures) or a Qualified
Matching Contribution. If a Participant Contribution is required as a condition of participation in the plan, any Employee who would be a participant in the plan if such Employee made such a contribution shall be treated as an Eligible Participant
on behalf of whom no Participant Contributions are made. 
 Excess Aggregate Contributions means, with respect to any Plan Year, the
excess of: 
  

	 	(1)	The aggregate Contribution Percentage Amounts taken into account in computing the numerator of the Contribution Percentage actually made on behalf of Highly Compensated Employees
for such Plan Year, over 

  

	 	(2)	The maximum Contribution Percentage Amounts permitted by the ACP Test (determined by hypothetically reducing contributions made on behalf of Highly Compensated Employees in order of
their Contribution Percentages beginning with the highest of such percentages). 

 Such determination shall be made after first
determining Excess Elective Deferrals and then determining Excess Contributions. 
 Excess Contributions means, with respect to any
Plan Year, the excess of: 
  

	 	(1)	The aggregate amount of employer contributions actually taken into account in computing the Deferral Percentage of Highly Compensated Employees for such Plan Year, over


  

	 	(2)	The maximum amount of such contributions permitted by the ADP Test (determined by hypothetically reducing contributions made on behalf of Highly Compensated Employees in the order
of the Deferral Percentages, beginning with the highest of such percentages). 

 Such determination shall be made after first
determining Excess Elective Deferrals. 
 Excess Elective Deferrals means those Elective Deferral Contributions of a Participant that
either (i) are made during the Participant’s taxable year and exceed the dollar limitation under Code Section 402(g) or (ii) are made during a calendar year and exceed the dollar limitation under Code Section 402(g) for the
Participant’s taxable year beginning in such calendar year, counting only Elective Deferral Contributions made under this Plan and any other plan, contract, or arrangement maintained by the Employer. The dollar limitation shall be increased by
the dollar limit on Catch-up Contributions under Code Section 414(v), if applicable. 
  

 32 








 Excess Elective Deferrals shall be treated as Annual Additions, as defined in the CONTRIBUTION LIMITATION
SECTION of this article, under the Plan, unless such amounts are distributed no later than the first April 15 following the close of the Participant’s taxable year. 
 Matching Contributions means employer contributions made to this or any other defined contribution plan, or to a contract described in Code
Section 403(b), on behalf of a participant on account of a Participant Contribution made by such participant, or on account of a participant’s Elective Deferral Contributions, under a plan maintained by the Employer or a Controlled Group
member. 
 Participant Contributions means contributions (other than Roth Elective Deferral Contributions) made to the plan by or on
behalf of a participant that are included in the participant’s gross income in the year in which made and that are maintained under a separate account to which the earnings and losses are allocated. 
 Pre-tax Elective Deferral Contributions means a participant’s Elective Deferral Contributions that are not includible in the
participant’s gross income at the time deferred. 
 Qualified Matching Contributions means Matching Contributions that are
nonforfeitable when made to the plan and that are distributable only in accordance with the distribution provisions (other than for hardships) applicable to Elective Deferral Contributions. 
 Qualified Nonelective Contributions means any employer contributions (other than Matching Contributions) that an Employee may not elect to have
paid to him in cash instead of being contributed to the plan and that are nonforfeitable when made to the plan and that are distributable only in accordance with the distribution provisions (other than for hardships) applicable to Elective Deferral
Contributions. 
 Roth Elective Deferral Contributions means a participant’s Elective Deferral Contributions that are not
excludible from the participant’s gross income at the time deferred and have been irrevocably designated as Roth Elective Deferral Contributions by the participant in his elective deferral agreement. Whether an Elective Deferral Contribution is
not excludible from a participant’s gross income will be determined in accordance with section 1.40(k)-1(f)(2) of the regulations. In the case of a self-employed individual, an Elective Deferral Contribution is not excludible from gross income
only if the individual does not claim a deduction for such amount. 
  

	 	(b)	Excess Elective Deferrals. A Participant may assign to this Plan any Excess Elective Deferrals made during a taxable year of the Participant by notifying the Plan
Administrator in writing on or before the first following March 1 of the amount of the Excess Elective Deferrals to be assigned to the Plan. A Participant is deemed to notify the Plan Administrator of any Excess Elective Deferrals that arise by
taking into account only those Elective Deferral Contributions made to this Plan and any other plan, contract, or arrangement of the Employer or a Controlled Group member. The Participant’s claim for Excess Elective Deferrals shall be
accompanied by the Participant’s written statement that if such amounts are not distributed, such Excess Elective Deferrals will exceed the limit imposed on the Participant by Code Section 402(g) (including, if applicable, the dollar
limitation on Catch-up Contributions under Code Section 414(v)) for the year in which the deferral occurred. The Excess Elective Deferrals assigned to this Plan cannot exceed the Elective Deferral Contributions allocated under this Plan for
such taxable year. 

  

 33 








 Notwithstanding any other provisions of the Plan, Elective Deferral Contributions in an amount equal to
the Excess Elective Deferrals assigned to this Plan, plus any income and minus any loss allocable thereto, shall be distributed no later than April 15 to any Participant to whose Account Excess Elective Deferrals were assigned for the preceding
year and who claims Excess Elective Deferrals for such taxable year or calendar year. 
 The Excess Elective Deferrals shall be adjusted for
any income or loss. The income or loss allocable to such Excess Elective Deferrals shall be equal to the income or loss allocable to the Participant’s Elective Deferral Contributions for the taxable year in which the excess occurred multiplied
by a fraction. The numerator of the fraction is the Excess Elective Deferrals. The denominator of the fraction is the closing balance without regard to any income or loss occurring during such taxable year (as of the end of such taxable year) of the
Participant’s Account resulting from Elective Deferral Contributions. 
 For purposes of determining income or loss on Excess Elective
Deferrals for taxable years beginning on or after January 1, 2006, any Excess Elective Deferrals, in addition to any adjustment for income or loss for the taxable year in which the excess occurred, shall be adjusted for income or loss for the
gap period between the end of such taxable year and the date of distribution. Such income or loss allocable to the gap period shall be equal to 10% of the income or loss allocable to the Excess Elective Deferrals for the taxable year multiplied by
the number of complete months (counting a partial month of 16 days or more as a complete month) in the gap period. 
 Any Matching
Contributions that were based on the Elective Deferral Contributions distributed as Excess Elective Deferrals, plus any income and minus any loss allocable thereto, shall be forfeited whether or not such amounts are distributed as Excess Elective
Deferrals. 
  

	 	(c)	ADP Test. As of the end of each Plan Year after Excess Elective Deferrals have been determined, the Plan must satisfy the ADP Test. The ADP Test shall be satisfied using the
prior year testing method or the current year testing method, as elected by the Employer. 

  

	 	(1)	Prior Year Testing Method. The ADP for a Plan Year for Eligible Participants who are Highly Compensated Employees for each Plan Year and the prior year’s ADP for
Eligible Participants who were Nonhighly Compensated Employees for the prior Plan Year must satisfy one of the following tests: 

  

	 	(i)	The ADP for a Plan Year for Eligible Participants who are Highly Compensated Employees for the Plan Year shall not exceed the prior year’s ADP for Eligible Participants who
were Nonhighly Compensated Employees for the prior Plan Year multiplied by 1.25; or 

  

	 	(ii)	The ADP for a Plan Year for Eligible Participants who are Highly Compensated Employees for the Plan Year: 

  

	 	A.	shall not exceed the prior year’s ADP for Eligible Participants who were Nonhighly Compensated Employees for the prior Plan Year multiplied by 2, and 


 

	 	B.	the difference between such ADPs is not more than 2. 

 If
this is not a successor plan, for the first Plan Year the Plan permits any Participant to make Elective Deferral Contributions, for purposes of the foregoing tests, the prior year’s Nonhighly Compensated Employees’ ADP shall be 3 percent
or the Plan Year’s ADP for these Eligible Participants, as elected by the Employer. 
  

 34 









	 	(2)	Current Year Testing Method. The ADP for a Plan Year for Eligible Participants who are Highly Compensated Employees for each Plan Year and the ADP for Eligible Participants
who are Nonhighly Compensated Employees for the Plan Year must satisfy one of the following tests: 

  

	 	(i)	The ADP for a Plan Year for Eligible Participants who are Highly Compensated Employees for the Plan Year shall not exceed the ADP for Eligible Participants who are Nonhighly
Compensated Employees for the Plan Year multiplied by 1.25; or 

  

	 	(ii)	The ADP for a Plan Year for Eligible Participants who are Highly Compensated Employees for the Plan Year: 

  

	 	A.	shall not exceed the ADP for Eligible Participants who are Nonhighly Compensated Employees for the Plan Year multiplied by 2, and 

  

	 	B.	the difference between such ADP’s is not more than 2. 

 If the Employer has elected to use the current year testing method, that election cannot be changed unless (i) the Plan has been using the current year testing method for the preceding five Plan Years, or if less, the number of Plan
Years the Plan has been in existence; or (ii) if as a result of a merger or acquisition described in Code Section 410(b)(6)(C)(i), the Employer maintains both a plan using the prior year testing method and a plan using the current year
testing method and the change is made within the transition period described in Code Section 410(b)(6)(C)(ii). 
 A Participant is a
Highly Compensated Employee for a particular Plan Year if he meets the definition of a Highly Compensated Employee in effect for that Plan Year. Similarly, a Participant is a Nonhighly Compensated Employee for a particular Plan Year if he does not
meet the definition of a Highly Compensated Employee in effect for that Plan Year. 
 The Deferral Percentage for any Eligible Participant who
is a Highly Compensated Employee for the Plan Year and who is eligible to have Elective Deferral Contributions (and Qualified Nonelective Contributions or Qualified Matching Contributions, or both, if treated as Elective Deferral Contributions for
purposes of the ADP Test) allocated to his account under two or more arrangements described in Code Section 401(k) that are maintained by the Employer or a Controlled Group member shall be determined as if such Elective Deferral Contributions
(and, if applicable, such Qualified Nonelective Contributions or Qualified Matching Contributions, or both) were made under a single arrangement. For Plan Years beginning on or after January 1, 2006, if a Highly Compensated Employee
participates in two or more cash or deferred arrangements of the Employer or of a Controlled Group member that have different plan years, all Elective Deferral Contributions made during the Plan Year shall be aggregated. For Plan Years beginning
before January 1, 2006, all such cash or deferred arrangements ending with or within the same calendar year shall be treated as a single arrangement. The foregoing notwithstanding, certain plans shall be treated as separate if mandatorily
disaggregated under the regulations of Code Section 401(k). 
 In the event 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 Code sections only if aggregated with this Plan, then this section shall be applied by
determining the Deferral Percentage of Employees as if all such plans were a single plan. If more than 10 percent of the Employer’s Nonhighly Compensated Employees are involved in a plan coverage change as defined in section 1.401(k)-2(c)(4) of
the regulations, then any adjustments to the Nonhighly Compensated 

  

 35 








 
Employee ADP for the prior year shall be made in accordance with such regulations if the Employer has elected to use the prior year testing method. Plans may
be aggregated in order to satisfy Code Section 401(k) only if they have the same plan year and use the same testing method for the ADP Test. 
 For purposes of the ADP Test, Elective Deferral Contributions, Qualified Nonelective Contributions, and Qualified Matching Contributions must be made before the end of the 12-month period immediately following the Plan Year to which the
contributions relate. 
 If the Plan Administrator should determine during the Plan Year that the ADP Test is not being met, the Plan
Administrator may limit the amount of future Elective Deferral Contributions of the Highly Compensated Employees. 
 Notwithstanding any other provisions of this Plan, Excess Contributions, plus any income and minus any loss allocable thereto, shall be distributed no later than 12 months after the last day of a Plan Year to
Participants to whose Accounts such Excess Contributions were allocated for such Plan Year, except to the extent such Excess Contributions are classified as Catch-up Contributions. Excess Contributions are allocated to the Highly Compensated
Employees with the largest amounts of employer contributions taken into account in calculating the ADP Test for the year in which the excess arose, beginning with the Highly Compensated Employee with the largest amount of such employer contributions
and continuing in descending order until all of the Excess Contributions have been allocated. For Plan Years beginning on or after January 1, 2006, if a Highly Compensated Employee participates in two or more cash or deferred arrangements of
the Employer or of a Controlled Group member, the amount distributed shall not exceed the amount of the employer contributions taken into account in calculating the ADP test and made to this Plan for the year in which the excess arose. If Catch-up
Contributions are allowed for the Plan Year being tested, to the extent a Highly Compensated Employee has not reached his Catch-up Contribution limit under the Plan for such year, Excess Contributions allocated to such Highly Compensated Employee
are Catch-up Contributions and will not be treated as Excess Contributions. If such excess amounts (other than Catch-up Contributions) are distributed more than 2 1/2 months after the last day of the Plan Year in which such excess amounts arose, a 10 percent excise tax shall be imposed on the employer maintaining the plan with respect to such amounts.

 Excess Contributions shall be treated as Annual Additions, as defined in the CONTRIBUTION LIMITATION SECTION of this article, even
if distributed. 
 The Excess Contributions shall be adjusted for any income or loss. The income or loss allocable to such Excess
Contributions allocated to each Participant shall be equal to the income or loss allocable to the Participant’s Elective Deferral Contributions (and, if applicable, Qualified Nonelective Contributions or Qualified Matching Contributions, or
both) for the Plan Year in which the excess occurred multiplied by a fraction. The numerator of the fraction is the Excess Contributions. The denominator of the fraction is the closing balance without regard to any income or loss occurring during
such Plan Year (as of the end of such Plan Year) of the Participant’s Account resulting from Elective Deferral Contributions (and Qualified Nonelective Contributions or Qualified Matching Contributions, or both, if such contributions are
included in the ADP Test). 
 For purposes of determining income or loss on Excess Contributions beginning with the 2006 Plan Year, any Excess
Contributions, in addition to any adjustment for income or loss for the Plan Year in which the excess occurred, shall be adjusted for income or loss for the gap period between the end of such Plan Year and the date of distribution. Such income or
loss allocable to the gap period shall be equal to 10% of the income or loss allocable to the Excess Contributions for the Plan Year multiplied by the number of complete months (counting a partial month of 16 days or more as a complete month) in the
gap period. 
  

 36 








 Excess Contributions allocated to a Participant shall be distributed from the Participant’s Account
resulting from Elective Deferral Contributions. If such Excess Contributions exceed the amount of Excess Contributions in the Participant’s Account resulting from Elective Deferral Contributions, the balance shall be distributed from the
Participant’s Account resulting from Qualified Matching Contributions (if applicable) and Qualified Nonelective Contributions, respectively. 
 Any Matching Contributions that were based on the Elective Deferral Contributions distributed as Excess Contributions, plus any income and minus any loss allocable thereto, shall be forfeited whether or not such amounts are distributed as
Excess Contributions. 
  

	 	(d)	ACP Test. As of the end of each Plan Year, the Plan must satisfy the ACP Test. The ACP Test shall be satisfied using the prior year testing method or the current year testing
method, as elected by the Employer. 

  

	 	(1)	Prior Year Testing Method. The ACP for a Plan Year for Eligible Participants who are Highly Compensated Employees for each Plan Year and the prior year’s ACP for
Eligible Participants who were Nonhighly Compensated Employees for the prior Plan Year must satisfy one of the following tests: 

  

	 	(i)	The ACP for a Plan Year for Eligible Participants who are Highly Compensated Employees for the Plan Year shall not exceed the prior year’s ACP for Eligible Participants who
were Nonhighly Compensated Employees for the prior Plan Year multiplied by 1.25; or 

  

	 	(ii)	The ACP for a Plan Year for Eligible Participants who are Highly Compensated Employees for the Plan Year: 

  

	 	A.	shall not exceed the prior year’s ACP for Eligible Participants who were Nonhighly Compensated Employees for the prior Plan Year multiplied by 2, and 


 

	 	B.	the difference between such ACPs is not more than 2. 

 If
this is not a successor plan, for the first Plan Year the Plan permits any Participant to make Participant Contributions, provides for Matching Contributions, or both, for purposes of the foregoing tests, the prior year’s Nonhighly Compensated
Employees’ ACP shall be 3 percent or the Plan Year’s ACP for these Eligible Participants, as elected by the Employer. 
  

	 	(2)	Current Year Testing Method. The ACP for a Plan Year for Eligible Participants who are Highly Compensated Employees for each Plan Year and the ACP for Eligible Participants
who are Nonhighly Compensated Employees for the Plan Year must satisfy one of the following tests: 

  

	 	(i)	The ACP for a Plan Year for Eligible Participants who are Highly Compensated Employees for the Plan Year shall not exceed the ACP for Eligible Participants who are Nonhighly
Compensated Employees for the Plan Year multiplied by 1.25; or 

  

	 	(ii)	The ACP for a Plan Year for Eligible Participants who are Highly Compensated Employees for the Plan Year: 

  

	 	A.	shall not exceed the ACP for Eligible Participants who are Nonhighly Compensated Employees for the Plan Year multiplied by 2, and 

  

 37 









	 	B.	the difference between such ACPs is not more than 2. 

 If
the Employer has elected to use the current year testing method, that election cannot be changed unless (i) the Plan has been using the current year testing method for the preceding five Plan Years, or if less, the number of Plan Years the Plan
has been in existence; or (ii) if as a result of a merger or acquisition described in Code Section 410(b)(6)(C)(i), the Employer maintains both a plan using the prior year testing method and a plan using the current year testing method and
the change is made within the transition period described in Code Section 410(b)(6)(C)(ii). 
 A Participant is a Highly Compensated
Employee for a particular Plan Year if he meets the definition of a Highly Compensated Employee in effect for that Plan Year. Similarly, a Participant is a Nonhighly Compensated Employee for a particular Plan Year if he does not meet the definition
of a Highly Compensated Employee in effect for that Plan Year. 
 The Contribution Percentage for any Eligible Participant who is a Highly
Compensated Employee for the Plan Year and who is eligible to have Contribution Percentage Amounts allocated to his account under two or more plans described in Code Section 401(a) or arrangements described in Code Section 401(k) that are
maintained by the Employer or a Controlled Group member shall be determined as if the total of such Contribution Percentage Amounts was made under each plan and arrangement. For Plan Years beginning on or after January 1, 2006, if a Highly
Compensated Employee participates in two or more such plans or arrangements that have different plan years, all Contribution Percentage Amounts made during the Plan Year shall be aggregated. For Plan Years beginning before January 1, 2006, all
such plans and arrangements ending with or within the same calendar year shall be treated as a single plan or arrangement. The foregoing notwithstanding, certain plans shall be treated as separate if mandatorily disaggregated under the regulations
of Code Section 401(m). 
 In the event this Plan satisfies the requirements of Code Section 401(m), 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 Code sections only if aggregated with this Plan, then this section shall be applied by determining the Contribution Percentage of Employees as if
all such plans were a single plan. If more than 10 percent of the Employer’s Nonhighly Compensated Employees are involved in a plan coverage change as defined in section 1.401(m)-2(c)(4) of the regulations, then any adjustments to the Nonhighly
Compensated Employee ACP for the prior year shall be made in accordance with such regulations if the Employer has elected to use the prior year testing method. Plans may be aggregated in order to satisfy Code Section 401(m) only if they have
the same plan year and use the same testing method for the ACP Test. 
 For purposes of the ACP Test, Participant Contributions are considered
to have been made in the Plan Year in which contributed to the Plan. Matching Contributions and Qualified Nonelective Contributions will be considered to have been made for a Plan Year if made no later than the end of the 12-month period beginning
on the day after the close of the Plan Year. 
 Notwithstanding any other provisions of this Plan, Excess Aggregate Contributions, plus any
income and minus any loss allocable thereto, shall be forfeited, if not vested, or distributed, if vested, no later than 12 months after the last day of a Plan Year to Participants to whose Accounts such Excess Aggregate Contributions were allocated
for such Plan Year. Excess Aggregate Contributions are allocated to the Highly Compensated Employees with the largest Contribution Percentage Amounts taken into account in calculating the ACP Test for the year in which the excess arose, beginning
with the Highly Compensated Employee with the largest amount of such Contribution Percentage Amounts and continuing in descending order until all of the Excess Aggregate Contributions have been allocated. For 

  

 38 








 
Plan Years beginning on or after January 1, 2006, if a Highly Compensated Employee participates in two or more plans or arrangements of the Employer or
of a Controlled Group member that include Contribution Percentage Amounts, the amount distributed shall not exceed the Contribution Percentage Amounts taken into account in calculating the ACP Test and made to this Plan for the year in which the
excess arose. If such Excess Aggregate Contributions are distributed more than 2 1/2 months after the last day of the Plan Year
in which such excess amounts arose, a 10 percent excise tax shall be imposed on the employer maintaining the plan with respect to such amounts. 
 Excess Aggregate Contributions shall be treated as Annual Additions, as defined in the CONTRIBUTION LIMITATION SECTION of this article, even if distributed. 
 The Excess Aggregate Contributions shall be adjusted for any income or loss. The income or loss allocable to such Excess Aggregate Contributions allocated
to each Participant shall be equal to the income or loss allocable to the Participant’s Contribution Percentage Amounts for the Plan Year in which the excess occurred multiplied by a fraction. The numerator of the fraction is the Excess
Aggregate Contributions. The denominator of the fraction is the closing balance without regard to any income or loss occurring during such Plan Year (as of the end of such Plan Year) of the Participant’s Account resulting from Contribution
Percentage Amounts. 
 For purposes of determining income or loss on Excess Aggregate Contributions beginning with the 2006 Plan Year, any
Excess Aggregate Contributions, in addition to any adjustment for income or loss for the Plan Year in which the excess occurred, shall be adjusted for income or loss for the gap period between the end of such Plan Year and the date of distribution.
Such income or loss allocable to the gap period shall be equal to 10% of the income or loss allocable to the Excess Aggregate Contributions for the Plan Year multiplied by the number of complete months (counting a partial month of 16 days or more as
a complete month) in the gap period. 
 Excess Aggregate Contributions allocated to a Participant shall be distributed from the
Participant’s Account resulting from Participant Contributions that are not required as a condition of employment or participation or for obtaining additional benefits from Employer Contributions. If such Excess Aggregate Contributions exceed
the balance in the Participant’s Account resulting from such Participant Contributions, the balance shall be forfeited, if not vested, or distributed, if vested, on a pro rata basis from the Participant’s Account resulting from
Contribution Percentage Amounts. 
  

	 	(e)	Employer Elections. The Employer has made an election to use the current year testing method. 

  

 39 








 ARTICLE IV 
 INVESTMENT OF CONTRIBUTIONS 
 SECTION 4.01—INVESTMENT AND TIMING OF CONTRIBUTIONS. 
 The handling of Contributions and Plan assets is governed by the provisions of the Trust Agreement and any other relevant document, such as an Annuity
Contract (for the purposes of this paragraph alone, the Trust Agreement and such other documents will each be referred to as a “document” or collectively as the “documents”), duly entered into by or with regard to the Plan that
govern such matters. To the extent permitted by the documents, the parties named below shall direct the Contributions for investment in any of the investment options or investment vehicles available to the Plan under or through the documents, and
may request the transfer of amounts resulting from those Contributions between such investment options and investment vehicles. A Participant may not direct the investment of all or any portion of his Account in collectibles. Collectibles mean any
work of art, rug or antique, metal or gem, stamp or coin, alcoholic beverage, or other tangible personal property specified by the Secretary of the Treasury. However, for tax years beginning after December 31, 1997, certain coins and bullion as
provided in Code Section 408(m)(3) shall not be considered collectibles. To the extent that a Participant who has the ability to provide investment direction fails to give timely investment direction, the amount for which no investment
direction is in place shall be invested in such investment options and investment vehicles as provided in the service and expense agreement or such other documents duly entered into by or with regard to the Plan that govern such matters. If the
Primary Employer has investment direction, the Contributions shall be invested ratably in the investment options and investment vehicles available to the Plan under or through the documents. The Primary Employer shall have investment direction for
amounts that have not been allocated to Participants. To the extent an investment is no longer available, the Primary Employer may require that amounts currently held in such investment be reinvested in other investments. 
 At least annually, the Named Fiduciary shall review all pertinent Employee information and Plan data in order to establish the funding policy of the Plan
and to determine appropriate methods of carrying out the Plan’s objectives. The Named Fiduciary shall inform the Trustee and any Investment Manager of the Plan’s short-term and long-term financial needs so the investment policy can be
coordinated with the Plan’s financial requirements. 
  

	 	(a)	Elective Deferral Contributions: The Participant shall direct the investment of Elective Deferral Contributions and transfer of amounts resulting from those Contributions.


  

	 	(b)	Employer Contributions other than Elective Deferral Contributions: The Primary Employer shall direct the investment of such Employer Contributions. Effective January 1, 2007,
the Participant shall direct the transfer of amounts resulting from those Contributions that are held in Qualifying Employer Securities pursuant to the following schedule: 

  

	 	(1)	100% of the Contributions that are held in Qualifying Employer Securities after the Participant attains age 55, or 

  

	 	(2)	100% of the Contributions that are held in Qualifying Employer Securities for a Participant who has completes at least three (3) years of Vesting Service.


 Notwithstanding the above, to the extent Qualifying Employer Securities are held in a Participant’s Account on the last
day of the Plan Year beginning in 2006, the Participant who is entitled to direct the transfer of Contributions held in Qualifying Employer Securities pursuant to (2) above shall be able to direct the transfer of such Qualifying Employer
Securities held in the Participant’s Account as of the last day of the Plan Year beginning in 2006 in the following percentages: 33% during the Plan Year 

  

 40 








 
beginning in 2007, 66% during the Plan Year beginning in 2008, and 100% during the Plan Year beginning in 2009. These amounts are in addition to any
Qualifying Employer Securities that are contributed and held in the Participant’s Account after the last day of the Plan Year beginning in 2006. 
  

	 	(c)	Rollover Contributions: The Participant shall direct the investment of Rollover Contributions and transfer of amounts resulting from those Contributions. 


However, the Named Fiduciary may delegate to the Investment Manager investment direction for Contributions and amounts that are not subject to
Participant direction. 
 All Contributions are forwarded by the Employer to (i) the Trustee to be deposited in the Trust Fund or
otherwise invested by the Trustee in accordance with the relevant documents; or (ii) the Insurer to be deposited under the Annuity Contract, as applicable. 
 SECTION 4.01A—INVESTMENT IN QUALIFYING EMPLOYER SECURITIES. 
 All or some portion of the Participant’s Account
resulting from the following Contributions may be invested in Qualifying Employer Securities: 
 Elective Deferral Contributions 

Matching Contributions 
 Qualified
Nonelective Contributions 
 Discretionary Contributions 
 Rollover Contributions 
 If the Participant has investment control, once an investment in the Qualifying Employer Securities
Fund is made available to Participants, it shall continue to be available unless the Plan is amended to disallow such available investment. In the absence of an election to invest in Qualifying Employer Securities, Participants shall be deemed to
have elected to have their Accounts invested wholly in other investment options of the Investment Fund. Once an election is made, it shall be considered to continue until a new election is made. 
 For purposes of determining the annual valuation of the Plan, and for reporting to Participants and regulatory authorities, the assets of the Plan shall
be valued at least annually on the Valuation Date which corresponds to the last day of the Plan Year. The fair market value of Qualifying Employer Securities shall be determined on such Valuation Date. The prices of Qualifying Employer Securities as
of the date of the transaction shall apply for purposes of valuing distributions and other transactions of the Plan to the extent such value is representative of the fair market value of such securities in the opinion of the Plan Administrator. The
value of a Participant’s Account held in the Qualifying Employer Securities Fund may be expressed in units. 
 If the Qualifying
Employer Securities are not publicly traded, or if an extremely thin market exists for such securities so that reasonable valuation may not be obtained from the market place, then such securities must be valued at least annually by an independent
appraiser who is not associated with the Employer, the Plan Administrator, the Trustee, or any person related to any fiduciary under the Plan. The independent appraiser may be associated with a person who is merely a contract administrator with
respect to the Plan, but who exercises no discretionary authority and is not a plan fiduciary. 
 If there is a public market for Qualifying
Employer Securities of the type held by the Plan, then the Plan Administrator may use as the value of the securities the price at which such securities trade in such market. If the Qualifying Employer Securities do not trade on the relevant date, or
if the market is very thin on such date, then the Plan Administrator may use for the valuation the next preceding trading day on which the trading prices are representative of the fair market value of such securities in the opinion of the Plan
Administrator. 
  

 41 








 Cash dividends payable on the Qualifying Employer Securities shall be reinvested in additional shares of
such securities. In the event of any cash or stock dividend or any stock split, such dividend or split shall be credited to the Accounts based on the number of shares of Qualifying Employer Securities credited to each Account as of the payable date
of such dividend or split. 
 All purchases of Qualifying Employer Securities shall be made at a price, or prices, which, in the judgment of
the Plan Administrator, do not exceed the fair market value of such securities. 
 In the event that the Trustee acquires Qualifying Employer
Securities by purchase from a “disqualified person” as defined in Code Section 4975(e)(2) or from a “party-in-interest” as defined in ERISA Section 3(14), the terms of such purchase shall contain the provision that in
the event there is a final determination by the Internal Revenue Service, the Department of Labor, or court of competent jurisdiction that the fair market value of such securities as of the date of purchase was less than the purchase price paid by
the Trustee, then the seller shall pay or transfer, as the case may be, to the Trustee an amount of cash or shares of Qualifying Employer Securities equal in value to the difference between the purchase price and such fair market value for all such
shares. In the event that cash or shares of Qualifying Employer Securities are paid or transferred to the Trustee under this provision, such securities shall be valued at their fair market value as of the date of such purchase, and interest at a
reasonable rate from the date of purchase to the date of payment or transfer shall be paid by the seller on the amount of cash paid. 
 The
Plan Administrator may direct the Trustee to sell, resell, or otherwise dispose of Qualifying Employer Securities to any person, including the Employer, provided that any such sales to any disqualified person or party-in-interest, including the
Employer, will be made at not less than the fair market value and no commission will be charged. Any such sale shall be made in conformance with ERISA Section 408(e). 
 The Employer is responsible for compliance with any applicable Federal or state securities law with respect to all aspects of the Plan. If the Qualifying
Employer Securities or interest in this Plan are required to be registered in order to permit investment in the Qualifying Employer Securities Fund as provided in this section, then such investment will not be effective until the later of the
effective date of the Plan or the date such registration or qualification is effective. The Employer, at its own expense, will take or cause to be taken any and all such actions as may be necessary or appropriate to effect such registration or
qualification. Further, if the Trustee is directed to dispose of any Qualifying Employer Securities held under the Plan under circumstances which require registration or qualification of the securities under applicable Federal or state securities
laws, then the Employer will, at its own expense, take or cause to be taken any and all such action as may be necessary or appropriate to effect such registration or qualification. The Employer is responsible for all compliance requirements under
Section 16 of the Securities Act. 
  

 42 








 ARTICLE V 
 BENEFITS 
 SECTION 5.01—RETIREMENT BENEFITS. 
 On a Participant’s Retirement Date, his Vested Account shall be distributed to him according to the distribution of benefits provisions of
Article VI and the provisions of the SMALL AMOUNTS SECTION of Article X. 
 SECTION 5.02—DEATH BENEFITS. 
 If a Participant dies before his Annuity Starting Date, his Vested Account shall be distributed according to the distribution of benefits provisions of
Article VI and the provisions of the SMALL AMOUNTS SECTION of Article X. 
 SECTION 5.03—VESTED BENEFITS. 
 If an Inactive Participant’s Vested Account is not payable under the SMALL AMOUNTS SECTION of Article X, he may elect, but is not required, to
receive a distribution of any part of his Vested Account after he has a Severance from Employment. A distribution under this paragraph shall be a retirement benefit and shall be distributed to the Participant according to the distribution of
benefits provisions of Article VI. 
 A Participant may not elect to receive a distribution under the provisions of this section after
he again becomes an Employee until he subsequently has a Severance from Employment and meets the requirements of this section. 
 If an
Inactive Participant does not receive an earlier distribution, upon his Retirement Date or death, his Vested Account shall be distributed according to the provisions of the RETIREMENT BENEFITS SECTION or the DEATH BENEFITS SECTION of this article.

 The Nonvested Account of an Inactive Participant who has had a Severance from Employment shall remain a part of his Account until it
becomes a Forfeiture. However, if he again becomes an Employee so that his Vesting Percentage can increase, the Nonvested Account may become a part of his Vested Account. 
 SECTION 5.04—WHEN BENEFITS START. 
  

	 	(a)	Unless otherwise elected, benefits shall begin before the 60th day following the close of the Plan Year in which the latest date below occurs: 

  

	 	(1)	The date the Participant attains age 65 (or Normal Retirement Age, if earlier). 

  

	 	(2)	The 10th anniversary of the Participant’s Entry Date. 

  

	 	(3)	The date the Participant terminates service with the Employer. 

 Notwithstanding the foregoing, the failure of a Participant to consent to a distribution while a benefit is immediately distributable, within the meaning of the ELECTION PROCEDURES SECTION of Article VI, shall be deemed to be an
election to defer the start of benefits sufficient to satisfy this section. 
 The Participant may elect to have benefits begin after the
latest date for beginning benefits described above, subject to the following provisions of this section. The Participant shall make the election in writing. Such election must be made before his Normal Retirement Date or the date he has a 

  

 43 








 
Severance from Employment, if later. The Participant shall not elect a date for beginning benefits or a form of distribution that would result in a benefit
payable when he dies which would be more than incidental within the meaning of governmental regulations. 
 Benefits shall begin on an earlier
date if otherwise provided in the Plan. For example, the Participant’s Retirement Date or Required Beginning Date, as defined in the DEFINITIONS SECTION of Article VII. 
  

	 	(b)	The Participant’s Vested Account that results from Elective Deferral Contributions and Qualified Nonelective Contributions may not be distributed earlier than Severance from
Employment (separation from service, for Plan Years beginning before January 1, 2002), death, or disability. Such amount may also be distributed upon: 

  

	 	(1)	Termination of the Plan, as permitted in Article VIII. 

  

	 	 (2)
	 The attainment of age 59 1/2 as permitted in the WITHDRAWAL BENEFITS SECTION of this article or in the definition of Normal Retirement Date in the DEFINITIONS SECTION of Article I. 


  

	 	(3)	The hardship of the Participant as permitted in the WITHDRAWAL BENEFITS SECTION of this article. 

 All distributions that may be made pursuant to one or more of the foregoing distributable events will be a retirement benefit and shall be distributed to
the Participant according to the distribution of benefits provisions of Article VI. In addition, distributions that are triggered by the termination of the Plan must be made in a lump sum. A lump sum shall include a distribution of an annuity
contract. 
 SECTION 5.05—WITHDRAWAL BENEFITS. 
 A Participant may withdraw any part of his Vested Account resulting from Rollover Contributions. A Participant may make such a withdrawal at any time. 
 A Participant who has attained age 59 1/2 may withdraw any part of his Vested Account resulting from the following Contributions: 
 Elective Deferral Contributions 
 Matching
Contributions 
 Qualified Nonelective Contributions 
 Discretionary Contributions 
 A Participant may make such a withdrawal at any time. 
 A Participant may withdraw any part of his Vested Account resulting from the following Contributions: 
 Elective Deferral Contributions 
 in the event of hardship
due to an immediate and heavy financial need. Withdrawals from the Participant’s Account resulting from Elective Deferral Contributions shall be limited to the amount of the Participant’s Elective Deferral Contributions plus income
allocable thereto credited to his Account as of December 31, 1988. The minimum amount of any hardship withdrawal shall be $500. 
 Immediate and heavy financial need shall be limited to: (i) expenses incurred or necessary for medical care that would be deductible under Code Section 213(d) (determined without regard to whether the expenses exceed 

  

 44 








 
7.5% of adjusted gross income); (ii) the purchase (excluding mortgage payments) of a principal residence for the Participant; (iii) payment of
tuition, related educational fees, and room and board expenses, for the next 12 months of post-secondary education for the Participant, his spouse, children, or dependents (as defined in Code Section 152 without regard to Code Sections
152(b)(1), (b)(2), and (d)(1)(B)); (iv) payments necessary to prevent the eviction of the Participant from, or foreclosure on the mortgage of, the Participant’s principal residence; (v) payments for funeral or burial expenses for the
Participant’s deceased parent, spouse, child, or dependent (as defined in Code Section 152 without regard to Code Section 152(d))1)(B)); (vi) expenses to repair damage to the Participant’s principal residence that would
qualify for a casualty loss deduction under Code Section 165 (determined without regard to whether the loss exceeds 10% of adjusted gross income); or (vii) any other distribution which is deemed by the Commissioner of Internal Revenue to
be made on account of immediate and heavy financial need as provided in Treasury regulations. 
 No withdrawal shall be allowed which is not
necessary to satisfy such immediate and heavy financial need. Such withdrawal shall be deemed necessary only if all of the following requirements are met: (i) the distribution is not in excess of the amount of the immediate and heavy financial
need (including amounts necessary to pay any Federal, state, or local income taxes or penalties reasonably anticipated to result from the distribution); (ii) the Participant has obtained all distributions, other than hardship distributions, and
all nontaxable loans currently available under all plans maintained by the Employer; and (iii) the Plan, and all other plans maintained by the Employer, provide that the Participant’s elective contributions and participant contributions
will be suspended for at least six months after receipt of the hardship distribution. The Plan will suspend elective contributions and participant contributions for six months as provided in the preceding sentence. A Participant shall not cease to
be an Eligible Participant, as defined in the EXCESS AMOUNTS SECTION of Article III, merely because his elective contributions or participant contributions are suspended. 
 A request for withdrawal shall be made in such manner and in accordance with such rules as the Employer will prescribe for this purpose (including by
means of voice response or other electronic means under circumstances the Employer permits). Withdrawals shall be a retirement benefit and shall be distributed to the Participant according to the distribution of benefits provisions of
Article VI. A forfeiture shall not occur solely as a result of a withdrawal. 
 SECTION 5.06—LOANS TO PARTICIPANTS. 
 Loans shall be made available to all Participants on a reasonably equivalent basis. For purposes of this section, and unless otherwise specified,
Participant means any Participant or Beneficiary who is a party-in-interest as defined in ERISA. Loans shall not be made to Highly Compensated Employees in an amount greater than the amount made available to other Participants. 
 A loan to a Participant shall be a Participant-directed investment of his Account. The portion of the Participant’s Account held in the Qualifying
Employer Securities Fund may be redeemed for purposes of a loan only after the amount held in other investment options has been depleted. The loan is a Trust Fund investment but no Account other than the borrowing Participant’s Account shall
share in the interest paid on the loan or bear any expense or loss incurred because of the loan. 
 The number of outstanding loans shall be
limited to one. No more than one loan shall be approved for any Participant in any 12-month period. The minimum amount of any loan shall be $1,000, 
 Loans must be adequately secured and bear a reasonable rate of interest. 
 The amount of the loan shall not exceed the maximum
amount that may be treated as a loan under Code Section 72(p) (rather than a distribution) to the Participant and shall be equal to the lesser of (a) or (b) below: 
  

	 	(a)	$50,000, reduced by the highest outstanding loan balance of loans during the one-year period ending on the day before the new loan is made. 

  

 45 









	 	(b)	The greater of (1) or (2), reduced by (3) below: 

  

	 	(1)	One-half of the Participant’s Vested Account (without regard to any accumulated deductible employee contributions, as defined in Code Section 72(o)(5)(B)).


  

	 	(2)	$10,000. 

  

	 	(3)	Any outstanding loan balance on the date the new loan is made. 

 For
purposes of this maximum, all qualified employer plans, as defined in Code Section 72(p)(4), of the Employer and any Controlled Group member shall be treated as one plan. 
 The foregoing notwithstanding, the amount of such loan shall not exceed 50 percent of the amount of the Participant’s Vested Account. For purposes
of this maximum, a Participant’s Vested Account does not include any accumulated deductible employee contributions, as defined in Code Section 72(o)(5)(B). No collateral other than a portion of the Participant’s Vested Account (as
limited above) shall be accepted. 
 The Participant’s outstanding loan balance shall include any deemed distribution, along with
accrued interest, that has not been repaid (offset). 
 Each loan shall bear a reasonable fixed rate of interest to be determined by the Loan
Administrator. In determining the interest rate, the Loan Administrator shall take into consideration fixed interest rates currently being charged by commercial lenders for loans of comparable risk on similar terms and for similar durations, so that
the interest will provide for a return commensurate with rates currently charged by commercial lenders for loans made under similar circumstances. The Loan Administrator shall not discriminate among Participants in the matter of interest rates; but
loans granted at different times may bear different interest rates in accordance with the current appropriate standards. 
 The loan shall by
its terms require that repayment (principal and interest) be amortized in level payments, not less frequently than quarterly, over a period not extending beyond five years from the date of the loan. If the loan is used to acquire a dwelling unit,
which within a reasonable time (determined at the time the loan is made) will be used as the principal residence of the Participant, the repayment period may extend beyond five years from the date of the loan, but the extended period shall be the
lesser of ten (10) years or a repayment period consistent with commercial home loan practices. 
 The Participant shall make an
application for a loan in such manner and in accordance with such rules as the Employer shall prescribe for this purpose (including by means of voice response or other electronic means under circumstances the Employer permits). The application must
specify the amount and duration requested. 
 Information contained in the application for the loan concerning the income, liabilities, and
assets of the Participant will be evaluated to determine whether there is a reasonable expectation that the Participant will be able to satisfy payments on the loan as due. Additionally, the Loan Administrator will pursue any appropriate further
investigations concerning the creditworthiness and credit history of the Participant to determine whether a loan should be approved. 
 Each
loan shall be fully documented in the form of a promissory note signed by the Participant for the face amount of the loan, together with interest determined as specified above. 
  

 46 








 There will be an assignment of collateral to the Plan executed at the time the loan is made. 

In those cases where repayment through payroll deduction is available, installments are so payable, and a payroll deduction agreement shall be
executed by the Participant at the time the loan is made. If the Participant has previously been treated as having received a deemed distribution and the subsequent loan is being made before the deemed distribution, along with accrued interest, has
been repaid (or offset), a payroll deduction agreement shall be required for loans made on or after January 1, 2004. If a payroll deduction agreement is required because of a previous deemed distribution and the Participant later revokes such
agreement, the outstanding loan balance at the time of the revocation shall be treated as a deemed distribution. Loan repayments that are accumulated through payroll deduction shall be paid to the Trustee by the earlier of (i) the date the loan
repayments can reasonably be segregated from the Employer’s assets, or (ii) the 15th business day of the month following the month in which such amounts would otherwise have been paid in cash to the Participant. 
 Where payroll deduction is not available, payments in cash are to be timely made. Any payment that is not by payroll deduction shall be made payable to
the Employer or the Trustee, as specified in the promissory note, and delivered to the Loan Administrator, including prepayments, service fees and penalties, if any, and other amounts due under the note. The Loan Administrator shall deposit such
amounts into the Plan as soon as administratively practicable after they are received, but in no event later than the 15th business day of the month after they are received. 
 The promissory note may provide for reasonable late payment penalties and service fees. Any penalties or service fees shall be applied to all
Participants in a nondiscriminatory manner. If the promissory note so provides, such amounts may be assessed and collected from the Account of the Participant as part of the loan balance. 
 Each loan may be paid prior to maturity, in part or in full, without penalty or service fee, except as may be set out in the promissory note. 

The Plan shall suspend loan payments for a period not exceeding one year during which an approved unpaid leave of absence occurs other than a military
leave of absence. The Loan Administrator shall provide the Participant a written explanation of the effect of the suspension of payments upon his loan. 
 If a Participant separates from service (or takes a leave of absence) from the Employer because of service in the military and does not receive a distribution of his Vested Account, the Plan shall suspend loan
payments until the Participant’s completion of military service or until the Participant’s fifth anniversary of commencement of military service, if earlier, as permitted under Code Section 414(u). The Loan Administrator shall provide
the Participant a written explanation of the effect of his military service upon his loan. 
 If any payment of principal and interest, or
any portion thereof, remains unpaid for more than 90 days after due, the loan shall be in default. For purposes of Code Section 72(p), the Participant shall then be treated as having received a deemed distribution regardless of whether or not a
distributable event has occurred. 
 Upon default, the Plan has the right to pursue any remedy available by law to satisfy the amount due,
along with accrued interest, including the right to enforce its claim against the security pledged and execute upon the collateral as allowed by law. The entire principal balance whether or not otherwise then due, along with accrued interest, shall
become immediately due and payable without demand or notice, and subject to collection or satisfaction by any lawful means, including specifically, but not limited to, the right to enforce the claim against the security pledged and to execute upon
the collateral as allowed by law. 
 In the event of default, foreclosure on the note and attachment of security or use of amounts pledged to
satisfy the amount then due shall not occur until a distributable event occurs in accordance with the Plan, and shall not occur to an extent greater than the amount then available upon any distributable event which has occurred under the Plan.

  

 47 








 All reasonable costs and expenses, including but not limited to attorney’s fees, incurred by the
Plan in connection with any default or in any proceeding to enforce any provision of a promissory note or instrument by which a promissory note for a Participant loan is secured, shall be assessed and collected from the Account of the Participant as
part of the loan balance. 
 If payroll deduction is being utilized, in the event that a Participant’s available payroll deduction
amounts in any given month are insufficient to satisfy the total amount due, there will be an increase in the amount taken subsequently, sufficient to make up the amount that is then due. If any amount remains past due more than 90 days, the entire
principal amount, whether or not otherwise then due, along with interest then accrued, shall become due and payable, as above. 
 If no
distributable event has occurred under the Plan at the time that the Participant’s Vested Account would otherwise be used under this provision to pay any amount due under the outstanding loan, this will not occur until the time, or in excess of
the extent to which, a distributable event occurs under the Plan. An outstanding loan will become due and payable in full 60 days after a Participant has a Severance from Employment and ceases to be a party-in-interest as defined in ERISA or after
complete termination of the Plan. 
 SECTION 5.07—DISTRIBUTIONS UNDER QUALIFIED DOMESTIC RELATIONS ORDERS. 
 The Plan specifically permits distributions to an Alternate Payee under a qualified domestic relations order as defined in Code Section 414(p), at
any time, irrespective of whether the Participant has attained his earliest retirement age, as defined in Code Section 414(p), under the Plan. A distribution to an Alternate Payee before the Participant has attained his earliest retirement age
is available only if the order specifies that distribution shall be made prior to the earliest retirement age or allows the Alternate Payee to elect a distribution prior to the earliest retirement age. 
 Nothing in this section shall permit a Participant to receive a distribution at a time otherwise not permitted under the Plan nor shall it permit the
Alternate Payee to receive a form of payment not permitted under the Plan. 
 The benefit payable to an Alternate Payee shall be subject to
the provisions of the SMALL AMOUNTS SECTION of Article X if the value of the benefit (disregarding the portion, if any, of the benefit resulting from the Participant’s Rollover Contributions) does not exceed $5,000. 
 The Plan Administrator shall establish reasonable procedures to determine the qualified status of a domestic relations order. Upon receiving a domestic
relations order, the Plan Administrator shall promptly notify the Participant and each Alternate Payee named in the order, in writing, of the receipt of the order and the Plan’s procedures for determining the qualified status of the order.
Within a reasonable period of time after receiving the domestic relations order, the Plan Administrator shall determine the qualified status of the order and shall notify the Participant and each Alternate Payee, in writing, of its determination.
The Plan Administrator shall provide notice under this paragraph by mailing to the individual’s address specified in the domestic relations order, or in a manner consistent with Department of Labor regulations. The Plan Administrator may treat
as qualified any domestic relations order entered before January 1, 1985, irrespective of whether it satisfies all the requirements described in Code Section 414(p). 
 If any portion of the Participant’s Vested Account is payable during the period the Plan Administrator is making its determination of the qualified
status of the domestic relations order, a separate accounting shall be made of the amount payable. If the Plan Administrator determines the order is a qualified domestic relations order within 18 months of the date amounts are first payable
following receipt of the order, the payable amounts shall be distributed in accordance with the order. If the Plan Administrator does not make its determination of the qualified status of the order within the 18-month determination period, the
payable amounts shall be distributed in the manner the Plan would distribute if the order did not exist and the order shall apply prospectively if the Plan Administrator later determines the order is a qualified domestic relations order. 

The Plan shall make payments or distributions required under this section by separate benefit checks or other separate distribution to the Alternate
Payee(s). 
  

 48 








 ARTICLE VI 
 DISTRIBUTION OF BENEFITS 
 SECTION 6.01—AUTOMATIC FORMS OF DISTRIBUTION. 
 Unless an optional form of benefit is selected pursuant to a qualified election within the election period (see the ELECTION PROCEDURES SECTION of this
article), the automatic form of benefit payable to or on behalf of a Participant is determined as follows: 
  

	 	(a)	Retirement Benefits. The automatic form of retirement benefit for a Participant who does not die before his Annuity Starting Date shall be a single sum payment.


  

	 	(b)	Death Benefits. The automatic form of death benefit for a Participant who dies before his Annuity Starting Date shall be a single sum payment to the Participant’s
Beneficiary. 

 SECTION 6.02—OPTIONAL FORMS OF DISTRIBUTION. 
  

	 	(a)	Retirement Benefits. The only form of retirement benefit for that portion of a Participant’s Account that is not held in the Self-Directed Brokerage Account or the
Qualifying Employer Securities Fund is a single sum payment. The optional forms of retirement benefit for that portion of a Participant’s Account that is held in the Self-Directed Brokerage Account or the Qualifying Employer Securities Fund are
a single sum payment and a distribution in kind. 

 Election of an optional form is subject to the qualified election provisions
of the ELECTION PROCEDURES SECTION of this article and the distribution requirements of Article VII. 
  

	 	(b)	Death Benefits. The only form of death benefit is a single sum payment. 

 SECTION 6.03—ELECTION PROCEDURES. 
 The Participant shall make any election under this section in writing. The Plan
Administrator may require such individual to complete and sign any necessary documents as to the provisions to be made. Any election permitted under (a) and (b) below shall be subject to the qualified election provisions of (c) below.

  

	 	(a)	Retirement Benefits. A Participant may elect to have retirement benefits from that portion of his Account which is held in the Self-Directed Brokerage Account or the
Qualifying Employer Securities Fund distributed under any of the optional forms of retirement benefit available in the OPTIONAL FORMS OF DISTRIBUTION SECTION of this article. 

  

	 	(b)	Death Benefits. A Participant may elect his Beneficiary. 

  

	 	(c)	Qualified Election. The Participant may make an election at any time during the election period. The Participant may revoke the election made (or make a new election) at any
time and any number of times during the election period. An election is effective only if it meets the consent requirements below. 

  

	 	(1)	Election Period for Retirement Benefits. The Participant may make an election as to retirement benefits at any time before the Annuity Starting Date.


  

 49 









	 	(2)	Election Period for Death Benefits. A Participant may make an election as to death benefits at any time before he dies. 

  

	 	(3)	Consent to Election. If the Participant’s Vested Account (disregarding the portion, if any, of his Account resulting from Rollover Contributions) exceeds $5,000, any
benefit that is immediately distributable requires the consent of the Participant. 

 The consent of the Participant to a
benefit that is immediately distributable must not be made before the date the Participant is provided with the notice of the ability to defer the distribution. Such consent shall be in writing. 
 The consent shall not be made more than 90 days before the Annuity Starting Date. The consent of the Participant shall not be required to the extent that
a distribution is required to satisfy Code Section 401(a)(9) or 415. 
 In addition, upon termination of this Plan, if the Plan does not
offer an annuity option (purchased from a commercial provider), and if the Employer (or any entity within the same Controlled Group) does not maintain another defined contribution plan (other than an employee stock ownership plan as defined in Code
Section 4975(e)(7)), the Participant’s Account balance will, without the Participant’s consent, be distributed to the Participant. However, if any entity within the same Controlled Group maintains another defined contribution plan
(other than an employee stock ownership plan as defined in Code Section 4975(e)(7)) then the Participant’s Account will be transferred, without the Participant’s consent, to the other plan if the Participant does not consent to an
immediate distribution. 
 A benefit is immediately distributable if any part of the benefit could be distributed to the Participant before
the Participant attains the older of Normal Retirement Age or age 62. 
 Spousal consent is needed to name a Beneficiary other than the
Participant’s spouse. If the Participant names a Beneficiary other than his spouse, the spouse has the right to limit consent only to a specific Beneficiary. The spouse can relinquish such right. Such consent shall be in writing. The
spouse’s consent shall be witnessed by a plan representative or notary public. The spouse’s consent must acknowledge the effect of the election, including that the spouse had the right to limit consent only to a specific Beneficiary and
that the relinquishment of such right was voluntary. Unless the consent of the spouse expressly permits designations by the Participant without a requirement of further consent by the spouse, the spouse’s consent must be limited to the
Beneficiary, class of Beneficiaries, or contingent Beneficiary named in the election. 
 Spousal consent is not required, however, if the
Participant establishes to the satisfaction of the plan representative that the consent of the spouse cannot be obtained because there is no spouse or the spouse cannot be located. A spouse’s consent under this paragraph shall not be valid with
respect to any other spouse. A Participant may revoke a prior election without the consent of the spouse. Any new election will require a new spousal consent, unless the consent of the spouse expressly permits such election by the Participant
without further consent by the spouse. A spouse’s consent may be revoked at any time within the Participant’s election period. 
 SECTION
6.04—NOTICE REQUIREMENTS. 
 Optional Forms of Retirement Benefit and Right to Defer. The Plan Administrator shall furnish to
the Participant a written explanation of the right of the Participant to defer distribution until the benefit is no longer immediately distributable. Such notice shall include a written explanation of the optional forms of retirement benefit in


  

 50 








 
the OPTIONAL FORMS OF DISTRIBUTION SECTION of this article, including a general description of the material features and an explanation of the relative
values of these options, in a manner that would satisfy the notice requirements of Code Section 417(a)(3) and section 1.417(a)(3)-1 of the regulations. 
 The Plan Administrator shall furnish the written explanation by a method reasonably calculated to reach the attention of the Participant no less than 30 days, and no more than 90 days, before the Annuity Starting
Date. 
 However, distribution may begin less than 30 days after the notice described in this subparagraph is given, provided the Plan
Administrator clearly informs the Participant that he has a right to a period of at least 30 days after receiving the notice to consider the decision of whether or not to elect a distribution (and if applicable, a particular distribution option),
and the Participant, after receiving the notice, affirmatively elects a distribution. 
  

 51 








 ARTICLE VII 
 REQUIRED MINIMUM DISTRIBUTIONS 
 SECTION 7.01—APPLICATION. 
 The optional forms of distribution are only those provided in Article VI. An optional form of distribution shall not be permitted unless it meets the
requirements of this article. The timing of any distribution must meet the requirements of this article. 
 SECTION 7.02—DEFINITIONS. 

For purposes of this article, the following terms are defined: 
 Designated Beneficiary means the individual who is designated by the Participant (or the Participant’s surviving spouse) as the Beneficiary of the Participant’s interest under the Plan and who is the
designated beneficiary under Code Section 401(a)(9) and section 1.401(a)(9)-4 of the regulations. 
 Distribution Calendar Year
means a calendar year for which a minimum distribution is required. For distributions beginning before the Participant’s death, the first Distribution Calendar Year is the calendar year immediately preceding the calendar year that contains the
Participant’s Required Beginning Date. For distributions beginning after the Participant’s death, the first Distribution Calendar Year is the calendar year in which distributions are required to begin under (b)(2) of the REQUIRED MINIMUM
DISTRIBUTIONS SECTION of this article. 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. 
 5-percent Owner means a Participant who is treated as a
5-percent Owner for purposes of this article. A Participant is treated as a 5-percent Owner for purposes of this article if such Participant is a 5-percent owner as defined in Code Section 416 at any time during the Plan Year ending with or
within the calendar year in which such owner attains age 70 1/2. 
 Once distributions have begun to a 5-percent Owner under this article, they must continue to be distributed, even if the Participant ceases to be a
5-percent Owner in a subsequent year. 
 Life Expectancy means life expectancy as computed by use of the Single Life Table in Q&A-1
in section 1.401(a)(9)-9 of the regulations. 
 Participant’s Account Balance means the Account balance as of the last Valuation
Date in the calendar year immediately preceding the Distribution Calendar Year (valuation calendar year) increased by the amount of any contributions made and allocated or forfeitures allocated to the Account as of dates in the valuation calendar
year after the Valuation Date and decreased by distributions made in the valuation calendar year after the Valuation Date. The Account balance for the valuation calendar year includes any amounts rolled over or transferred to the Plan either in the
valuation calendar year or in the Distribution Calendar Year if distributed or transferred in the valuation calendar year. 
 Required Beginning Date means, for a Participant who is a 5-percent Owner, April 1 of
the calendar year following the calendar year in which he attains age 70 1/2. 
  

 52 








 Required Beginning Date means, for any Participant
who is not a 5-percent Owner, April 1 of the calendar year following the later of the calendar year in which he attains age 70 1/2 or the calendar year in which he retires. 
 The preretirement age
70 1/2 distribution option is only eliminated with respect to Participants who reach age 70 1/2 in or after a calendar year that begins after the later of December 31, 1998, or the adoption date of the amendment which
eliminated such option. The preretirement age 70 1/2 distribution option is an optional form of benefit under which benefits
payable in a particular distribution form (including any modifications that may be elected after benefits begin) begin at a time during the period that begins on or after January 1 of the calendar year in which the Participant attains age
70 1/2 and ends April 1 of the immediately following calendar year. 
 The options available for Participants who are not 5-percent Owners and attained age 70 1/2 in calendar years before the calendar year that begins after the later of December 31, 1998, or the adoption date of the
amendment which eliminated the preretirement age 70 1/2 distribution option shall be the following. Any such Participant
attaining age 70 1/2 in years after 1995 may elect by April 1 of the calendar year following the calendar year in which he
attained age 70 1/2 (or by December 31, 1997 in the case of a Participant attaining age 70 1
/2 in 1996) to defer distributions until April 1 of the calendar year following the calendar year in which he retires. If no such election is made, the
Participant shall begin receiving distributions by April 1 of the calendar year following the year in which he attained age 70 1/2 (or by December 31, 1997 in the case of a Participant attaining age 70 1/2 in 1996). Any such Participant
attaining age 70 1/2 in years prior to 1997 may elect to stop distributions that are not purchased annuities and recommence by
April 1 of the calendar year following the calendar year in which he retires. There shall be a new Annuity Starting Date upon recommencement. 
 SECTION 7.03—REQUIRED MINIMUM DISTRIBUTIONS. 
  

	 	(a)	General Rules. 

  

	 	(1)	The requirements of this article shall apply to any distribution of a Participant’s interest and will take precedence over any inconsistent provisions of this Plan. Unless
otherwise specified, the provisions of this article apply to calendar years beginning after December 31, 2002. 

  

	 	(2)	All distributions required under this article shall be determined and made in accordance with the regulations under Code Section 401(a)(9) and the minimum distribution
incidental benefit requirement of Code Section 401(a)(9)(G). 

  

	 	(b)	Time and Manner of Distribution. 

  

	 	(1)	Required Beginning Date. The Participant’s entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participant’s
Required Beginning Date. 

  

	 	(2)	Death of Participant Before Distributions Begin. If the Participant dies before distributions begin, the Participant’s entire interest will be distributed, or begin to
be distributed, no later than as follows: 

  

	 	 (i)
	 If the Participant’s surviving spouse is the Participant’s sole Designated Beneficiary, then distributions to
the surviving spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 70 1/2, if later, except to the extent that an election is made to receive distributions in accordance with the 5-year rule under
(e) below. Under the 5-year rule, the Participant’s entire interest will be distributed to the Designated Beneficiary by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.



  

 53 









	 	(ii)	If the Participant’s surviving spouse is not the Participant’s sole Designated Beneficiary, then distributions to the Designated Beneficiary will begin by December 31
of the calendar year immediately following the calendar year in which the Participant died, except to the extent that an election is made to receive distributions in accordance with the 5-year rule under (e) below. Under the 5-year rule, the
Participant’s entire interest will be distributed to the Designated Beneficiary by December 31 of the calendar year containing the fifth anniversary of the Participant’s death. 

  

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

  

	 	(iv)	If the Participant’s surviving spouse is the Participant’s sole Designated Beneficiary and the surviving spouse dies after the Participant but before distributions to the
surviving spouse are required to begin, this (b)(2), other than (b)(2)(i), will apply as if the surviving spouse were the Participant. 

 For purposes of this (b)(2) and (d) below, unless (b)(2)(iv) above applies, distributions are considered to begin on the Participant’s Required Beginning Date. If (b)(2)(iv) above applies, distributions are
considered to begin on the date distributions are required to begin to the surviving spouse under (b)(2)(i) above. If distributions under an annuity purchased from an insurance company irrevocably commence to the Participant before the
Participant’s Required Beginning Date (or to the Participant’s surviving spouse before the date distributions are required to begin to the surviving spouse under (b)(2)(i) above), the date distributions are considered to begin is the date
distributions actually commence. 
  

	 	(3)	Forms of Distribution. Unless the Participant’s interest is distributed in the form of an annuity purchased from an insurance company or in a single sum on or before the
Required Beginning Date, as of the first Distribution Calendar Year distributions will be made in accordance with (c) and (d) below. If the Participant’s interest is distributed in the form of an annuity purchased from an insurance
company, distributions thereunder will be made in accordance with the requirements of Code Section 401(a)(9) and the regulations thereunder. 

  

	 	(c)	Required Minimum Distributions During Participant’s Lifetime. 

  

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

  

	 	(i)	the quotient obtained by dividing the Participant’s Account Balance by the distribution period in the Uniform Lifetime Table set forth in Q&A-2 in section 1.401(a)(9)-9 of
the regulations, using the Participant’s age as of the Participant’s birthday in the Distribution Calendar Year; or 

  

	 	(ii)	if the Participant’s sole Designated Beneficiary for the Distribution Calendar Year is the Participant’s spouse, the quotient obtained by dividing the Participant’s
Account Balance by the number in the Joint and Last Survivor Table set forth in Q&A-3 in section 1.401(a)(9)-9 of the regulations, using the Participant’s and spouse’s attained ages as of the Participant’s and spouse’s
birthdays in the Distribution Calendar Year. 

  

 54 









	 	(2)	Lifetime Required Minimum Distributions Continue Through Year of Participant’s Death. Required minimum distributions will be determined under this (c) beginning
with the first Distribution Calendar Year and continuing up to, and including, the Distribution Calendar Year that includes the Participant’s date of death. 

  

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

  

	 	(1)	Death On or After Date Distributions Begin. 

  

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

  

	 	A.	The Participant’s remaining Life Expectancy is calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.


  

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


  

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

  

	 	(ii)	No Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is no Designated Beneficiary as of September 30 of the year after
the year of the Participant’s death, the minimum amount that will be distributed for each Distribution Calendar Year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s Account Balance by
the Participant’s remaining Life Expectancy calculated using the age of the Participant in the year of death, reduced by one for each subsequent year. 

  

	 	(2)	Death Before Date Distributions Begin. 

  

	 	(i)	 Participant Survived by Designated Beneficiary. If the Participant dies before the date distributions begin and there is a Designated Beneficiary, the
minimum amount that will be distributed for each Distribution Calendar Year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s Account Balance by the remaining Life Expectancy of the
Participant’s Designated Beneficiary, determined as provided in (d)(1) 



  

 55 









	 	 
above, except to the extent that an election is made to receive distributions in accordance with the 5-year rule under (e) below. Under the 5-year rule,
the Participant’s entire interest will be distributed to the Designated Beneficiary by December 31 of the calendar year containing the fifth anniversary of the Participant’s death. 


  

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


 

	 	(iii)	Death of Surviving Spouse Before Distributions to Surviving Spouse Are Required to Begin. If the Participant dies before the date distributions begin, the Participant’s
surviving spouse is the Participant’s sole Designated Beneficiary, and the surviving spouse dies before distributions are required to begin to the surviving spouse under (b)(2)(i) above, this (d)(2) will apply as if the surviving spouse were
the Participant. 

  

	 	(e)	Election of 5-year Rule. Participants or Beneficiaries may elect on an individual basis whether the 5-year rule in (b)(2) and (d)(2) above applies to distributions after the
death of a Participant who has a Designated Beneficiary. The election must be made no later than the earlier of September 30 of the calendar year in which the distribution would be required to begin under (b)(2) above if no such election is
made, or by September 30 of the calendar year which contains the fifth anniversary of the Participant’s (or, if applicable, surviving spouse’s) death. 

 SECTION 7.04—TRANSITION RULES. 
 To the extent the Plan was effective before 2003, required
minimum distributions were made pursuant to (a) and (b) below: 
  

	 	(a)	2000 and Before. Required minimum distributions for calendar years after 1984 and before 2001 were made in accordance with Code Section 401(a)(9) and the proposed
regulations thereunder published in the Federal Register on July 27, 1987 (the 1987 Proposed Regulations). 

  

	 	(b)	2001 and 2002. Required minimum distributions for calendar years 2001 and 2002 were made pursuant to the proposed regulations under Code Section 401(a)(9) published in
the Federal Register on January 17, 2001 (the 2001 Proposed Regulations). Distributions were made in 2001 under the 1987 Proposed Regulations prior to June 14, 2001, and the special transition rule in Announcement 2001-82, 2001-2 C.B. 123,
applied. 

  

 56 








 ARTICLE VIII 
 TERMINATION OF THE PLAN 
 The Employer expects to continue the Plan indefinitely but reserves the
right to terminate the Plan in whole or in part at any time upon giving written notice to all parties concerned. Complete discontinuance of Contributions constitutes complete termination of the Plan. 
 The Account of each Participant shall be 100% vested and nonforfeitable as of the effective date of complete termination of the Plan. The Account of each
Participant who is included in the group of Participants deemed to be affected by the partial termination of the Plan shall be 100% vested and nonforfeitable as of the effective date of the partial termination of the Plan. The Participant’s
Vested Account shall continue to participate in the earnings credited, expenses charged, and any appreciation or depreciation of the Investment Fund until his Vested Account is distributed. 
 A Participant’s Vested Account that does not result from the Contributions listed below may be distributed to the Participant after the effective
date of the complete termination of the Plan: 
 Elective Deferral Contributions 
 Qualified Nonelective Contributions 
 A Participant’s
Vested Account resulting from such Contributions may be distributed upon complete termination of the Plan, but only if neither the Employer nor any Controlled Group member maintain another defined contribution plan (other than an employee stock
ownership plan as defined in Code Section 4975(e)(7) or 409(a), a simplified employee pension plan as defined in Code Section 408(k), a SIMPLE IRA plan as defined in Code Section 408(p), a plan or contract that satisfies the
requirements of Code Section 403(b), or a plan described in Code Section 457(b) or (f)) at any time during the period beginning on the date of complete termination of the Plan and ending 12 months after all assets have been distributed
from the Plan. Such distribution is made in a lump sum. A distribution under this article shall be a retirement benefit and shall be distributed to the Participant according to the provisions of Article VI. 
 The Participant’s entire Vested Account shall be paid in a single sum to the Participant as of the effective date of complete termination of the
Plan if (i) the requirements for distribution of Elective Deferral Contributions in the above paragraph are met and (ii) consent of the Participant is not required in the ELECTION PROCEDURES SECTION of Article VI to distribute a benefit
that is immediately distributable. This is a small amounts payment. The small amounts payment is in full settlement of all benefits otherwise payable. 
 Upon complete termination of the Plan, no more Employees shall become Participants and no more Contributions shall be made. 
 The assets of this Plan shall not be paid to the Employer at any time, except that, after the satisfaction of all liabilities under the Plan, any assets remaining may be paid to the Employer. The payment may not be
made if it would contravene any provision of law. 
  

 57 








 ARTICLE IX 
 ADMINISTRATION OF THE PLAN 
 SECTION 9.01—ADMINISTRATION. 
 Subject to the provisions of this article, the Plan Administrator has complete control of the administration of the Plan. The Plan Administrator has all
the powers necessary for it to properly carry out its administrative duties. Not in limitation, but in amplification of the foregoing, the Plan Administrator has complete discretion to construe or interpret the provisions of the Plan, including
ambiguous provisions, if any, and to determine all questions that may arise under the Plan, including all questions relating to the eligibility of Employees to participate in the Plan and the amount of benefit to which any Participant or Beneficiary
may become entitled. The Plan Administrator’s decisions upon all matters within the scope of its authority shall be final. 
 Unless
otherwise set out in the Plan or Annuity Contract, the Plan Administrator may delegate recordkeeping and other duties which are necessary to assist it with the administration of the Plan to any person or firm which agrees to accept such duties. The
Plan Administrator shall be entitled to rely upon all tables, valuations, certificates and reports furnished by the consultant or actuary appointed by the Plan Administrator and upon all opinions given by any counsel selected or approved by the Plan
Administrator. 
 The Plan Administrator shall receive all claims for benefits by Participants, former Participants and Beneficiaries. The
Plan Administrator shall determine all facts necessary to establish the right of any Claimant to benefits and the amount of those benefits under the provisions of the Plan. The Plan Administrator may establish rules and procedures to be followed by
Claimants in filing claims for benefits, in furnishing and verifying proofs necessary to determine age, and in any other matters required to administer the Plan. 
 SECTION 9.02—EXPENSES. 
 Expenses of the Plan, to the extent that the Employer does not pay such expenses, may be paid
out of the assets of the Plan provided that such payment is consistent with ERISA. Such expenses include, but are not limited to, expenses for bonding required by ERISA; expenses for recordkeeping and other administrative services; fees and expenses
of the Trustee or Annuity Contract; expenses for investment education service; and direct costs that the Employer incurs with respect to the Plan. Expenses that relate solely to a specific Participant or Alternate Payee may be assessed against such
Participant or Alternate Payee as provided in the service and expense agreement or such other documents duly entered into by or with regard to the Plan that govern such matters. 
 SECTION 9.03—RECORDS. 
 All acts and determinations of the Plan Administrator shall be duly
recorded. All these records, together with other documents necessary for the administration of the Plan, shall be preserved in the Plan Administrator’s custody. 
 Writing (handwriting, typing, printing), photostating, photographing, microfilming, magnetic impulse, mechanical or electrical recording, or other forms of data compilation shall be acceptable means of keeping
records. 
 SECTION 9.04—INFORMATION AVAILABLE. 
 Any Participant in the Plan or any Beneficiary may examine copies of the Plan description, latest annual report, any bargaining agreement, this Plan, the Annuity Contract, or any other instrument under which the Plan
was established or is operated. The Plan Administrator shall maintain all of the items listed in this section in its office, or in such other place or places as it may designate in order to comply with governmental regulations. These items may be
examined during reasonable business hours. Upon the written request of a Participant or Beneficiary receiving benefits under the Plan, the Plan Administrator shall furnish him with a copy of any of these items. The Plan Administrator may make a
reasonable charge to the requesting person for the copy. 
  

 58 








 SECTION 9.05—CLAIM PROCEDURES. 
 A Claimant must submit any necessary forms and needed information when making a claim for benefits under the Plan. 
 If a claim for benefits under the Plan is wholly or partially denied, the Plan Administrator shall provide adequate written notice to the Claimant whose claim for benefits under the Plan has been denied. The notice must be furnished within
90 days (45 days in the case of a claim involving a determination of Total and Permanent Disability) of the date that the claim is received by the Plan without regard to whether all of the information necessary to make a benefit determination is
received. The Claimant shall be notified in writing within this initial 90-day (or 45 day as the case may be) period if special circumstances require an extension of the time needed to process the claim. The notice shall indicate the special
circumstances requiring an extension of time and the date by which the Plan Administrator’s decision is expected to be rendered. In no event shall such extension exceed a period of 90 days from the end of the initial 90-day period (or 45-day as
the case may be). 
 The Plan Administrator’s notice to the Claimant shall: (i) specify the reason or reasons for the denial;
(ii) reference the specific Plan provisions on which the denial is based; (iii) describe any additional material and information needed for the Claimant to perfect his claim for benefits; (iv) explain why the material and information
is needed; and (v) inform the Claimant of the Plan’s appeal procedures and the 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 benefit determination on appeal. 
 Any appeal made by a Claimant must be made in writing to the Plan Administrator within 60 days
after receipt of the Plan Administrator’s notice of denial of benefits. If the Claimant appeals to the Plan Administrator, the Claimant may submit written comments, documents, records, and other information relating to the claim for benefits.
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 Plan Administrator shall review the claim
taking into account all comments, documents, records, and other information submitted by the Claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination. 
 The Plan Administrator shall provide adequate written notice to the Claimant of the Plan’s benefit determination on review. The notice must be
furnished within 60 days of the date that the request for review is received by the Plan without regard to whether all of the information necessary to make a benefit determination on review is received. The Claimant shall be notified in writing
within this initial 60-day period if special circumstances require an extension of the time needed to process the claim. The notice shall indicate the special circumstances requiring an extension of time and the date by which the Plan Administrator
expects to render the determination on review. In no event shall such extension exceed a period of 60 days from the end of the initial 60-day period. 
 In the event the benefit determination is being made by a committee or board of trustees that hold regularly scheduled meetings at least quarterly, the above paragraph shall not apply. The benefit determination must
be made by the date of the meeting of the committee or board that immediately follows the Plan’s receipt of a request for review, unless the request for review is filed within 30 days preceding the date of such meeting. In such case, the
benefit determination must be made by the date of the second meeting following the Plan’s receipt of the request for review. The date of the receipt of the request for review shall be determined without regard to whether all of the information
necessary to make a benefit determination on review is received. The Claimant shall be notified in writing within this initial period if special circumstances require an extension of the time needed to process the claim. The notice shall indicate
the special circumstances requiring an extension of time and the date by which the committee or 
  

 59 








 board expects to render the determination on review. In no event shall such benefit determination be made later than the
third meeting of the committee or board following the Plan’s receipt of the request for review. The Plan Administrator shall provide adequate written notice to the Claimant of the Plan’s benefit determination on review as soon as possible,
but not later than five days after the benefit determination is made. 
 If the claim for benefits is wholly or partially denied on review,
the Plan Administrator’s notice to the Claimant shall: (i) specify the reason or reasons for the denial; (ii) reference the specific Plan provisions on which the denial is based; (iii) include a statement that the Claimant is
entitled to receive, 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; and (iv) include a statement of the Claimant’s
right to bring a civil action under ERISA section 502(a). 
 A Claimant may authorize a representative to act on the Claimant’s behalf
with respect to a benefit claim or appeal of an adverse benefit determination. Such authorization shall be made by completion of a form furnished for that purpose. In the absence of any contrary direction from the Claimant, all information and
notifications to which the Claimant is entitled shall be directed to the authorized representative. 
 The Plan Administrator shall perform
periodic examinations, reviews, or audits of benefit claims to determine whether claims determinations are made in accordance with the governing Plan documents and, where appropriate, Plan provisions have been consistently applied with respect to
similarly situated Claimants. 
 SECTION 9.06—DELEGATION OF AUTHORITY. 
 All or any part of the administrative duties and responsibilities under this article may be delegated by the Plan Administrator to a retirement committee.
The duties and responsibilities of the retirement committee shall be set out in a separate written agreement. 
 SECTION 9.07—EXERCISE OF
DISCRETIONARY AUTHORITY. 
 The Employer, Plan Administrator, and any other person or entity who has authority with respect to the
management, administration, or investment of the Plan may exercise that authority in its/his full discretion, subject only to the duties imposed under ERISA. This discretionary authority includes, but is not limited to, the authority to make any and
all factual determinations and interpret all terms and provisions of the Plan documents relevant to the issue under consideration. The exercise of authority will be binding upon all persons; will be given deference in all courts of law to the
greatest extent allowed under law; and will not be overturned or set aside by any court of law unless found to be arbitrary and capricious or made in bad faith. 
 SECTION 9.08—TRANSACTION PROCESSING. 
 Transactions (including, but not limited to, investment directions, trades,
loans, and distributions) shall be processed as soon as administratively practicable after proper directions are received from the Participant or other parties. No guarantee is made by the Plan, Plan Administrator, Trustee, Insurer, or Employer that
such transactions will be processed on a daily or other basis, and no guarantee is made in any respect regarding the processing time of such transactions. 
 Notwithstanding any other provision of the Plan, the Employer, the Plan Administrator, or the Trustee reserves the right to not value an investment option on any given Valuation Date for any reason deemed appropriate
by the Employer, the Plan Administrator, or the Trustee. 
 Administrative practicality will be determined by legitimate business factors
(including, but not limited to, failure of systems or computer programs, failure of the means of the transmission of data, force majeure, the failure of a service provider to timely receive values or prices, and correction for errors or omissions or
the errors or omissions of any service provider) and in no event will be deemed to be less than 14 days. The processing date of a transaction shall be binding for all purposes of the Plan and considered the applicable Valuation Date for any
transaction. 
  

 60 








 SECTION 9.09—VOTING AND TENDER OF QUALIFYING EMPLOYER SECURITIES. 
 Voting rights with respect to Qualifying Employer Securities will be passed through to Participants. Participants will be allowed to direct the voting
rights of Qualifying Employer Securities for any matter put to the vote of shareholders. Before each meeting of shareholders, the Employer shall cause to be sent to each person with power to control such voting rights a copy of any notice and any
other information provided to shareholders and, if applicable, a form for instructing the Trustee how to vote at such meeting (or any adjournment thereof) the number of full and fractional shares subject to such person’s voting control. The
Trustee may establish a deadline in advance of the meeting by which such forms must be received in order to be effective. 
 Each Participant
shall be entitled to one vote for each share credited to his Account. 
 If some or all of the Participants have not directed or have not
timely directed the Trustee on how to vote, then the Trustee shall vote such Qualifying Employer Securities in the same proportion as those shares of Qualifying Employer Securities for which the Trustee has received proper direction for such matter.

 Tender rights or exchange offers for Qualifying Employer Securities will be passed through to Participants. As soon as practicable after
the commencement of a tender or exchange offer for Qualifying Employer Securities, the Employer shall cause each person with power to control the response to such tender or exchange offer to be advised in writing the terms of the offer and, if
applicable, to be provided with a form for instructing the Trustee, or for revoking such instruction, to tender or exchange shares of Qualifying Employer Securities, to the extent permitted under the terms of such offer. In advising such persons of
the terms of the offer, the Employer may include statements from the board of directors setting forth its position with respect to the offer. 
 If some or all of the Participants have not directed or have not timely directed the Trustee on how to respond to a tender offer, then the Trustee shall tender such Qualifying Employer Securities in the same proportion as those shares of
Qualifying Employer Securities for which the Trustee has received proper direction for such matter. 
 If the tender or exchange offer is
limited so that all of the shares that the Trustee has been directed to tender or exchange cannot be sold or exchanged, the shares that each Participant directed to be tendered or exchanged, including those shares tendered pursuant to the preceding
paragraph, shall be deemed to have been sold or exchanged in the same ratio that the number of shares actually sold or exchanged bears to the total number of shares that the Trustee was directed to tender or exchange. 
 The Trustee shall hold the Participant’s individual directions with respect to voting rights or tender decisions in confidence and, except as
required by law, shall not divulge or release such individual directions to anyone associated with the Employer. The Employer may require verification of the Trustee’s compliance with the directions received from Participants by any independent
auditor selected by the Employer, provided that such auditor agrees to maintain the confidentiality of such individual directions. 
 The
Employer may develop procedures to facilitate the exercise of votes or tender rights, such as the use of facsimile transmissions for the Participants located in physically remote areas. 
 SECTION 9.10—VOTING AND TENDER OF SELF-DIRECTED BROKERAGE ACCOUNTS. 
 Rights of ownership of
securities held in the Self-Directed Brokerage Account, including voting rights, tender rights, and rights to exercise exchange offers, shall be passed through to the Participant with respect to whom the Self-Directed Brokerage Account was
established. These rights shall be exercised by the Participant through the mechanism (including the course of dealing and practices and procedures) established by the Trustee under the Trust Agreement for the exercise of such rights and in
accordance with the Self-Directed Brokerage Account documents. 
  

 61 








 ARTICLE X 
 GENERAL PROVISIONS 
 SECTION 10.01—AMENDMENTS. 
 The Employer may amend this Plan at any time, including any remedial retroactive changes (within the time specified by Internal Revenue Service
regulations), to comply with any law or regulation issued by any governmental agency to which the Plan is subject. The Employer may correct obvious and unambiguous typographical errors and cross references that merely correct a reference but that do
not in any way change the original intended meaning of the provisions. 
 An amendment may not allow reversion or diversion of Plan assets to
the Employer at any time, except as may be required to comply with any law or regulation issued by any governmental agency to which the Plan is subject. 
 An amendment may not eliminate or reduce a section 411(d)(6) protected benefit, as defined in Q&A-1 in section 1.411(d)-4 of the regulations, that has already accrued, except as provided in section 1.411(d)-3 or
1.411(d)-4 of the regulations. This is generally the case even if such elimination or reduction is contingent upon the Employee’s consent. However, the Plan may be amended to eliminate or reduce section 411(d)(6) protected benefits with respect
to benefits not yet accrued as of the later of the amendment’s adoption date or effective date without violating Code Section 411(d)(6). Notwithstanding the preceding sentences, a Participant’s Account may be reduced to the extent
permitted under Code Section 412(c)(8). 
 If, as a result of an amendment, an Employer Contribution is removed that is not 100%
immediately vested when made, the applicable vesting schedule shall remain in effect with respect to that part of his Account resulting from such Contributions after the date of such amendment. The Participant shall not become immediately 100%
vested in such Contributions as a result of the elimination of such Contribution except as otherwise specifically provided in the Plan. 
 An
amendment shall not decrease a Participant’s vested interest in the Plan. If an amendment to the Plan changes the computation of the percentage used to determine that portion of a Participant’s Account attributable to Employer
Contributions which is nonforfeitable (whether directly or indirectly), in the case of an Employee who is a Participant as of the later of the date such amendment or change is adopted or the date it becomes effective, the nonforfeitable percentage
(determined as of such date) of such Employee’s right to his Account attributable to Employer Contributions shall not be less than the percentage computed under the Plan without regard to such amendment or change. Furthermore, each Participant
or former Participant 
  

	 	(a)	who has completed at least three Years of Service on the date the election period described below ends (five Years of Service if the Participant does not have at least one Hour of
Service in a Plan Year beginning after December 31, 1988) and 

  

	 	(b)	whose nonforfeitable percentage will be determined on any date after the date of the change 

 may elect, during the election period, to have the nonforfeitable percentage of his Account that results from Employer Contributions determined without regard to the amendment. This election may not be revoked. If
after the Plan is changed, the Participant’s nonforfeitable percentage will at all times be as great as it would have been if the change had not been made, no election needs to be provided. The election period shall begin no later than the date
the Plan amendment is adopted and end no earlier than the 60th day after the latest of the date the amendment is adopted or becomes effective, or the date the Participant is issued written notice of the amendment by the Employer or the Plan
Administrator. 
  

 62 








 For an amendment adopted after August 9, 2006, with respect to a Participant’s Account
attributable to Employer Contributions accrued as of the later of the adoption or effective date of the amendment and earnings, the vested percentage of each Participant will be the greater of the vested percentage under the old vesting schedule or
the vested percentage under the new vesting schedule. 
 SECTION 10.02—DIRECT ROLLOVERS. 
 Notwithstanding any provision of the Plan to the contrary that would otherwise limit a Distributee’s election under this section, a Distributee may
elect, at the time and in the manner prescribed by the Plan Administrator, to have any portion of an Eligible Rollover Distribution paid directly to an Eligible Retirement Plan specified by the Distributee in a Direct Rollover. 
 In the event of a mandatory distribution of an Eligible Rollover Distribution greater than $1,000 in accordance with the SMALL AMOUNTS SECTION of this
article (or which is a small amounts payment under Article VIII at complete termination of the Plan), if the Participant does not elect to have such distribution paid directly to an Eligible Retirement Plan specified by the Participant in a Direct
Rollover or to receive the distribution directly, the Plan Administrator will pay the distribution in a Direct Rollover to an individual retirement plan designated by the Plan Administrator. 
 In the event of any other Eligible Rollover Distribution to a Distributee in accordance with the SMALL AMOUNTS SECTION of this article (or which is a
small amounts payment under Article VIII at complete termination of the Plan), if the Distributee does not elect to have such distribution paid directly to an Eligible Retirement Plan specified by the Distributee in a Direct Rollover or to receive
the distribution directly, the Plan Administrator will pay the distribution to the Distributee. 
 A mandatory distribution is a distribution
to a Participant that is made without the Participant’s consent and is made to the Participant before he attains the older of age 62 or his Normal Retirement Age. 
 SECTION 10.03—MERGERS AND DIRECT TRANSFERS. 
 The Plan may not be merged or consolidated with,
nor have its assets or liabilities transferred to, any other retirement plan, unless each Participant in this Plan would (if that plan then terminated) receive a benefit immediately after the merger, consolidation, or transfer that is equal to or
greater than the benefit the Participant would have been entitled to receive immediately before the merger, consolidation, or transfer (if this Plan had then terminated). The Employer may enter into merger agreements or direct transfer of assets
agreements with the employers under other retirement plans which are qualifiable under Code Section 401(a), including an elective transfer, and may accept the direct transfer of plan assets, or may transfer plan assets, as a party to any such
agreement. The Employer shall not consent to, or be a party to a merger, consolidation, or transfer of assets with a plan which is subject to the survivor annuity requirements of Code Section 401(a)(11) if such action would result in a survivor
annuity feature being maintained under this Plan. The Employer will not transfer any amounts attributable to elective deferral contributions, qualified matching contributions, and qualified nonelective contributions unless the transferee plan
provides that the limitations of section 1.401(k)-1(d) of the regulations shall apply to such amounts (including post-transfer earnings thereon), unless the amounts could have been distributed at the time of the transfer (other than for hardship),
and the transfer is an elective transfer described in Q&A-3(b)(1) in section 1.411(d)-4 of the regulations. 
 Notwithstanding any
provision of the Plan to the contrary, to the extent any optional form of benefit under the Plan permits a distribution prior to the Employee’s retirement, death, disability, or Severance from Employment, and prior to plan termination, the
optional form of benefit is not available with respect to benefits attributable to assets (including the post-transfer earnings thereon) and liabilities that are transferred, within the meaning of Code Section 414(l), to this Plan from a money
purchase pension plan qualified under Code Section 401(a) (other than any portion 

  

 63 








 
of those assets and liabilities attributable to voluntary employee contributions). The limitations of section 1.401(k)-1(d) of the regulations applicable to
elective deferral contributions, qualified matching contributions, and qualified nonelective contributions shall continue to apply to any amounts attributable to such contributions (including post-transfer earnings thereon) transferred to this Plan,
unless the amounts could have been distributed at the time of the transfer (other than for hardship), and the transfer is an elective transfer described in Q&A-3(b)(1) in section 1.411(d)-4 of the regulations. 
 The Plan may accept a direct transfer of plan assets on behalf of an Eligible Employee. If the Eligible Employee is not an Active Participant when the
transfer is made, the Eligible Employee shall be deemed to be an Active Participant only for the purpose of investment and distribution of the transferred assets. Employer Contributions shall not be made for or allocated to the Eligible Employee,
until the time he meets all of the requirements to become an Active Participant. 
 The Plan shall hold, administer, and distribute the
transferred assets as a part of the Plan. The Plan shall maintain a separate account for the benefit of the Employee on whose behalf the Plan accepted the transfer in order to reflect the value of the transferred assets. 
 A Participant’s section 411(d)(6) protected benefits, as defined in Q&A-1 in section 1.411(d)-4 of the regulations, may not be eliminated by
reason of transfer or any transaction amending or having the effect of amending a plan or plans to transfer benefits except as provided below. 
 A Participant’s section 411(d)(6) protected benefits may be eliminated or reduced upon transfer between qualified defined contribution plans if the conditions in Q&A-3(b)(1) in section 1.411(d)-4 of the regulations are met. The
transfer must meet all of the other applicable qualification requirements. 
 A Participant’s section 411(d)(6) protected benefits may
be eliminated or reduced if a transfer is an elective transfer of certain distributable benefits between qualified plans (both defined benefit and defined contribution) and the conditions in Q&A-3(c)(1) in section 1.411(d)-4 of the regulations
are met. The rules applicable to distributions under the plan would apply to the transfer, but the transfer would not be treated as a distribution for purposes of the minimum distribution requirements of Code Section 401(a)(9). Beginning
January 1, 2002, if the Participant is eligible to receive an immediate distribution of his entire nonforfeitable accrued benefit in a single sum distribution that would consist entirely of an eligible rollover distribution under Code
Section 401(a)(31), such transfer will be accomplished as a direct rollover under Code Section 401(a)(31). 
 SECTION 10.04—PROVISIONS
RELATING TO THE INSURER AND OTHER PARTIES. 
 The obligations of an Insurer shall be governed solely by the provisions of the Annuity
Contract. The Insurer shall not be required to perform any act not provided in or contrary to the provisions of the Annuity Contract. Each Annuity Contract when purchased shall comply with the Plan. See the CONSTRUCTION SECTION of this article.

 Any issuer or distributor of investment contracts or securities is governed solely by the terms of its policies, written investment
contract, prospectuses, security instruments, and any other written agreements entered into with the Trustee with regard to such investment contracts or securities. 
 Such Insurer, issuer or distributor is not a party to the Plan, nor bound in any way by the Plan provisions. Such parties shall not be required to look to the terms of this Plan, nor to determine whether the Employer,
the Plan Administrator, the Trustee, or the Named Fiduciary have the authority to act in any particular manner or to make any contract or agreement. 
 Until notice of any amendment or termination of this Plan or a change in Trustee has been received by the Insurer at its home office or an issuer or distributor at their principal address, they are and shall be fully
protected in assuming that the Plan has not been amended or terminated and in dealing with any party acting as Trustee according to the latest information which they have received at their home office or principal address. 
  

 64 








 SECTION 10.05—EMPLOYMENT STATUS. 
 Nothing contained in this Plan gives an Employee the right to be retained in the Employer’s employ or to interfere with the Employer’s right to
discharge any Employee. 
 SECTION 10.06—RIGHTS TO PLAN ASSETS. 
 An Employee shall not have any right to or interest in any assets of the Plan upon termination of employment or otherwise except as specifically provided under this Plan, and then only to the extent of the benefits
payable to such Employee according to the Plan provisions. 
 Any final payment or distribution to a Participant or his legal representative
or to any Beneficiaries of such Participant under the Plan provisions shall be in full satisfaction of all claims against the Plan, the Named Fiduciary, the Plan Administrator, the Insurer, the Trustee, and the Employer arising under or by virtue of
the Plan. 
 SECTION 10.07—BENEFICIARY. 
 Each Participant may name a Beneficiary to receive any death benefit that may arise out of his participation in the Plan. The Participant may change his Beneficiary from time to time. Unless a qualified election has been made, for purposes
of distributing any death benefits before the Participant’s Retirement Date, the Beneficiary of a Participant who has a spouse shall be the Participant’s spouse. The Participant’s Beneficiary designation and any change of Beneficiary
shall be subject to the provisions of the ELECTION PROCEDURES SECTION of Article VI. 
 It is the responsibility of the Participant to
give written notice to the Plan Administrator of the name of the Beneficiary on a form furnished for that purpose. The Plan Administrator shall maintain records of Beneficiary designations for Participants before their Retirement Dates. However, the
Plan Administrator may delegate to another party the responsibility of maintaining records of Beneficiary designations. In that event, the written designations made by Participants shall be filed with such other party. If a party other than the
Insurer maintains the records of Beneficiary designations and a Participant dies before his Retirement Date, such other party shall certify to the Insurer the Beneficiary designation on its records for the Participant. 
 If there is no Beneficiary named or surviving when a Participant dies, the Participant’s Beneficiary shall be the Participant’s surviving
spouse, or where there is no surviving spouse, the executor or administrator of the Participant’s estate. 
 SECTION 10.08—NONALIENATION OF
BENEFITS. 
 Benefits payable under the Plan are not subject to the claims of any creditor of any Participant or Beneficiary. A
Participant or Beneficiary does not have any rights to alienate, anticipate, commute, pledge, encumber, or assign such benefits, except in the case of a loan as provided in the LOANS TO PARTICIPANTS SECTION of Article V. The preceding sentences
shall also apply to the creation, assignment, or recognition of a right to any benefit payable with respect to a Participant according to a domestic relations order, unless such order is determined by the Plan Administrator to be a qualified
domestic relations order, as defined in Code Section 414(p), or any domestic relations order entered before January 1, 1985. The preceding sentences shall not apply to any offset of a Participant’s benefits provided under the Plan
against an amount the Participant is required to pay the Plan with respect to a judgment, order, or decree issued, or a settlement entered into, on or after August 5, 1997, which meets the requirements of Code Sections 401(a)(13)(C) or (D).

  

 65 








 SECTION 10.09—CONSTRUCTION. 
 The validity of the Plan or any of its provisions is determined under and construed according to Federal law and, to the extent permissible, according to the laws of the state in which the Employer has its principal
office. In case any provision of this Plan is held illegal or invalid for any reason, such determination shall not affect the remaining provisions of this Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had
never been included. 
 In the event of any conflict between the provisions of the Plan and the terms of any Annuity Contract issued
hereunder, the provisions of the Plan control. 
 SECTION 10.10—LEGAL ACTIONS. 
 No person employed by the Employer; no Participant, former Participant, or their Beneficiaries; nor any other person having or claiming to have an
interest in the Plan is entitled to any notice of process. A final judgment entered in any such action or proceeding shall be binding and conclusive on all persons having or claiming to have an interest in the Plan. 
 SECTION 10.11—SMALL AMOUNTS. 
 If consent of the
Participant is not required for a benefit that is immediately distributable in the ELECTION PROCEDURES SECTION of Article VI, a Participant’s entire Vested Account shall be paid in a single sum as of the earliest of his Retirement Date, the
date he dies, or the date he has a Severance from Employment for any other reason (the date the Employer provides notice to the record keeper of the Plan of such event, if later). For purposes of this section, if the Participant’s Vested
Account is zero, the Participant shall be deemed to have received a distribution of such Vested Account. If a Participant would have received a distribution under the first sentence of this paragraph but for the fact that the Participant’s
consent was needed to distribute a benefit which is immediately distributable, and if at a later time consent would not be needed to distribute a benefit that is immediately distributable and such Participant has not again become an Employee, such
Vested Account shall be paid in a single sum. This is a small amounts payment. 
 If a small amounts payment is made as of the date the
Participant dies, the small amounts payment shall be made to the Participant’s Beneficiary. If a small amounts payment is made while the Participant is living, the small amounts payment shall be made to the Participant. The small amounts
payment is in full settlement of all benefits otherwise payable. 
 No other small amounts payments shall be made. 
 SECTION 10.12—WORD USAGE. 
 The masculine gender,
where used in this Plan, shall include the feminine gender and the singular words, where used in this Plan, shall include the plural, unless the context indicates otherwise. 
 The words “in writing” and “written,” where used in this Plan, shall include any other forms, such as voice response or other
electronic system, as permitted by any governmental agency to which the Plan is subject. 
  

 66 








 SECTION 10.13—CHANGE IN SERVICE METHOD. 
  

	 	(a)	Change of Service Method Under This Plan. If this Plan is amended to change the method of crediting service from the elapsed time method to the hours method for any purpose
under this Plan, the Employee’s service shall be equal to the sum of (1), (2), and (3) below: 

  

	 	(1)	The number of whole years of service credited to the Employee under the Plan as of the date the change is effective. 

  

	 	(2)	One year of service for the computation period in which the change is effective if he is credited with the required number of Hours of Service. For that portion of the computation
period ending on the date of the change (for the first day of the computation period if the change is made on the first day of the computation period), the Employee will be credited with the greater of (i) his actual Hours of Service or
(ii) the number of Hours of Service that is equivalent to the fractional part of a year of elapsed time service credited as of the date of the change, if any. In determining the equivalent Hours of Service, the Employee shall be credited with
190 Hours of Service for each month and any fractional part of a month in such fractional part of a year. The number of months and any fractional part of a month shall be determined by multiplying the fractional part of a year, expressed as a
decimal, by 12. For the remaining portion of the computation period (the period beginning on the second day of the computation period and ending on the last day of the computation period if the change is made on the first day of the computation
period), the Employee will be credited with his actual Hours of Service. 

  

	 	(3)	The Employee’s service determined under this Plan using the hours method after the end of the computation period in which the change in service method was effective.


 If this Plan is amended to change the method of crediting service from the hours method to the elapsed time method for any
purpose under this Plan, the Employee’s service shall be equal to the sum of (4), (5), and (6) below: 
  

	 	(4)	The number of whole years of service credited to the Employee under the Plan as of the beginning of the computation period in which the change in service method is effective.


  

	 	(5)	The greater of (i) the service that would be credited to the Employee for that entire computation period using the elapsed time method or (ii) the service credited to him
under the Plan as of the date the change is effective. 

  

	 	(6)	The Employee’s service determined under this Plan using the elapsed time method after the end of the applicable computation period in which the change in service method was
effective. 

  

	 	(b)	Transfers Between Plans with Different Service Methods. If an Employee has been a participant in another plan of the Employer that credited service under the elapsed time
method for any purpose that under this Plan is determined using the hours method, then the Employee’s service shall be equal to the sum of (1), (2), and (3) below: 

  

	 	(1)	The number of whole years of service credited to the Employee under the other plan as of the date he became an Eligible Employee under this Plan. 

  

	 	(2)	 One year of service for the applicable computation period in which he became an Eligible Employee if he is credited with the required number of Hours of Service.
For that portion of such computation period ending on the date he became an Eligible Employee (for the first day of such computation period if he became an Eligible Employee on the first day of such computation period), the Employee will be credited
with the greater of (i) his actual Hours of Service or (ii) the 



  

 67 








 
number of Hours of Service that is equivalent to the fractional part of a year of elapsed time service credited as of the date he became an Eligible
Employee, if any. In determining the equivalent Hours of Service, the Employee shall be credited with 190 Hours of Service for each month and any fractional part of a month in such fractional part of a year. The number of months and any fractional
part of a month shall be determined by multiplying the fractional part of a year, expressed as a decimal, by 12. For the remaining portion of such computation period (the period beginning on the second day of such computation period and ending on
the last day of such computation period if he became an Eligible Employee on the first day of such computation period), the Employee will be credited with his actual Hours of Service. 
  

	 	(3)	The Employee’s service determined under this Plan using the hours method after the end of the computation period in which he became an Eligible Employee.


 If an Employee has been a participant in another plan of the Employer that credited service under the hours method for any
purpose that under this Plan is determined using the elapsed time method, then the Employee’s service shall be equal to the sum of (4), (5), and (6) below: 
  

	 	(4)	The number of whole years of service credited to the Employee under the other plan as of the beginning of the computation period under that plan in which he became an Eligible
Employee under this Plan. 

  

	 	(5)	The greater of (i) the service that would be credited to the Employee for that entire computation period using the elapsed time method or (ii) the service credited to him
under the other plan as of the date he became an Eligible Employee under this Plan. 

  

	 	(6)	The Employee’s service determined under this Plan using the elapsed time method after the end of the applicable computation period under the other plan in which he became an
Eligible Employee. 

 If an Employee has been a participant in a Controlled Group member’s plan that credited service
under a different method than is used in this Plan, in order to determine entry and vesting, the provisions in (b) above shall apply as though the Controlled Group member’s plan was a plan of the Employer. 
 Any modification of service contained in this Plan shall be applicable to the service determined pursuant to this section. 
 SECTION 10.14—MILITARY SERVICE. 
 Notwithstanding
any provision of this Plan to the contrary, the Plan shall provide contributions, benefits, and service credit with respect to qualified military service in accordance with Code Section 414(u). Loan repayments shall be suspended under this Plan
as permitted under Code Section 414(u). 
  

 68 








 ARTICLE XI 
 TOP-HEAVY PLAN REQUIREMENTS 
 SECTION 11.01—APPLICATION. 
 The provisions of this article shall supersede all other provisions in the Plan to the contrary. The provisions of this article shall apply for purposes
of determining whether the Plan is a Top-heavy Plan for Plan Years beginning after December 31, 2001, and whether the Plan satisfies the minimum benefit requirements of Code Section 416(c) for such years. 
 For the purpose of applying the Top-heavy Plan requirements of this article, all members of the Controlled Group shall be treated as one Employer. The
term Employer, as used in this article, shall be deemed to include all members of the Controlled Group, unless the term as used clearly indicates only the Employer is meant. 
 The accrued benefit or account of a participant that results from deductible employee contributions shall not be included for any purpose under this
article. 
 The minimum vesting and contribution provisions of the MODIFICATION OF VESTING REQUIREMENTS and MODIFICATION OF CONTRIBUTIONS
SECTIONS of this article shall not apply to any Employee who is included in a group of Employees covered by a collective bargaining agreement which the Secretary of Labor finds to be a collective bargaining agreement between employee representatives
and one or more employers, including the Employer, if there is evidence that retirement benefits were the subject of good faith bargaining between such representatives. For this purpose, the term “employee representatives” does not include
any organization more than half of whose members are employees who are owners, officers, or executives. 
 SECTION 11.02—DEFINITIONS. 

For purposes of this article the following terms are defined: 
 Aggregation Group means: 
  

	 	(a)	each of the Employer’s qualified plans in which a Key Employee is a participant during the Plan Year containing the Determination Date or any of the four preceding Plan Years
(regardless of whether the plans have terminated), 

  

	 	(b)	each of the Employer’s other qualified plans which allows the plan(s) described in (a) above to meet the nondiscrimination requirement of Code Section 401(a)(4) or
the minimum coverage requirement of Code Section 410, and 

  

	 	(c)	any of the Employer’s other qualified plans not included in (a) or (b) above which the Employer desires to include as part of the Aggregation Group. Such a qualified
plan shall be included only if the Aggregation Group would continue to satisfy the requirements of Code Sections 401(a)(4) and 410. 

 The plans in (a) and (b) above constitute the “required” Aggregation Group. The plans in (a), (b), and (c) above constitute the “permissive” Aggregation Group. 
 Compensation means compensation as defined in the CONTRIBUTION LIMITATION SECTION of Article III. 
  

 69 








 Determination Date means as to any plan, for any plan year subsequent to the first plan year, the
last day of the preceding plan year. For the first plan year of the plan, the Determination Date is the last day of that year. 
 Key
Employee means any Employee or former Employee (including any deceased Employee) who at any time during the Plan Year that includes the Determination Date is: 
  

	 	(a)	an officer of the Employer having Compensation for the Plan Year greater than $130,000 (as adjusted under Code Section 416(i)(1) for Plan Years beginning after
December 31, 2002), 

  

	 	(b)	a 5-percent owner of the Employer, or 

  

	 	(c)	a 1-percent owner of the Employer having Compensation for the Plan Year of more than $150,000. 

 The determination of who is a Key Employee shall be made according to Code Section 416(i)(1) and the applicable regulations and other guidance of
general applicability issued thereunder. 
 Nonkey Employee means any Employee who is not a Key Employee. 
 Top-heavy Plan means a plan that is top-heavy for any plan year. This Plan shall be top-heavy if any of the following conditions exist: 

 

	 	(a)	The Top-heavy Ratio for this Plan exceeds 60 percent and this Plan is not part of any required Aggregation Group or permissive Aggregation Group. 

  

	 	(b)	This Plan is a part of a required Aggregation Group, but not part of a permissive Aggregation Group, and the Top-heavy Ratio for the required Aggregation Group exceeds 60 percent.


  

	 	(c)	This Plan is a part of a required Aggregation Group and part of a permissive Aggregation Group and the Top-heavy Ratio for the permissive Aggregation Group exceeds 60 percent.


 Top-heavy Ratio means: 
  

	 	(a)	If the Employer maintains one or more defined contribution plans (including any simplified employee pension plan) and the Employer has not maintained any defined benefit plan which
during the five-year period ending on the Determination Date(s) has or has had accrued benefits, the Top-heavy Ratio for this Plan alone or for the required or permissive Aggregation Group, as appropriate, is a fraction, the numerator of which is
the sum of the account balances of all Key Employees as of the Determination Date(s) (including any part of any account balance distributed in the one-year period ending on the Determination Date(s) and distributions under a terminated plan which if
it had not been terminated would have been required to be included in the Aggregation Group), and the denominator of which is the sum of all account balances (including any part of any account balance distributed in the one-year period ending on the
Determination Date(s) and distributions under a terminated plan which if it had not been terminated would have been required to be included in the Aggregation Group), both computed in accordance with Code Section 416 and the regulations
thereunder. 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.” Both the numerator
and denominator of the Top-heavy Ratio are increased to reflect any contribution not actually made as of the Determination Date, but which is required to be taken into account on that date under Code Section 416 and the regulations thereunder.


  

 70 









	 	(b)	If the Employer maintains one or more defined contribution plans (including any simplified employee pension plan) and the Employer maintains or has maintained one or more defined
benefit plans which during the five-year period ending on the Determination Date(s) has or has had accrued benefits, the Top-heavy Ratio for any required or permissive Aggregation Group, as appropriate, is a fraction, the numerator of which is the
sum of the account balances under the aggregated defined contribution plan or plans of all Key Employees, determined in accordance with (a) above, and the present value of accrued benefits under the aggregated defined benefit plan or plans for
all Key Employees as of the Determination Date(s), and the denominator of which is the sum of the account balances under the aggregated defined contribution plan or plans for all participants, determined in accordance with (a) above, and the
present value of accrued benefits under the defined benefit plan or plans for all participants as of the Determination Date(s), all determined in accordance with Code Section 416 and the regulations thereunder. The accrued benefits under a
defined benefit plan in both the numerator and denominator of the Top-heavy Ratio are increased for any distribution of an accrued benefit made in the one-year period ending on the Determination Date (and distributions under a terminated plan which
if it had not been terminated would have been required to be included in the Aggregation Group). 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)	For purposes of (a) and (b) above, the value of account balances and the present value of accrued benefits will be determined as of the most recent Valuation Date that
falls within or ends with the 12-month period ending on the Determination Date, except as provided in Code Section 416 and the regulations thereunder for the first and second plan years of a defined benefit plan. The account balances and
accrued benefits of a participant (i) who is not a Key Employee but who was a Key Employee in a prior year or (ii) who has not been credited with at least one hour of service with any employer maintaining the plan at any time during the
one-year period ending on the Determination Date will be disregarded. The calculation of the Top-heavy Ratio and the extent to which distributions, rollovers, and transfers are taken into account will be made in accordance with Code Section 416
and the regulations thereunder. Deductible employee contributions will not be taken into account for purposes of computing the Top-heavy Ratio. When aggregating plans, the value of account balances and accrued benefits will be calculated with
reference to the Determination Dates that fall within the same calendar year. 

 The accrued benefit of a participant other
than a Key Employee shall be determined under (i) the method, if any, that uniformly applies for accrual purposes under all defined benefit plans maintained by the Employer, or (ii) if there is no such method, as if such benefit accrued
not more rapidly than the slowest accrual rate permitted under the fractional rule of Code Section 411(b)(1)(C). 
 SECTION 11.03—MODIFICATION
OF VESTING REQUIREMENTS. 
 A Participant’s Vesting Percentage is at all times at least as great as the Vesting Percentage required
to satisfy the requirements of Code Section 416. 
 The part of the Participant’s Vested Account resulting from the minimum
contributions required pursuant to the MODIFICATION OF CONTRIBUTIONS SECTION of this article (to the extent required to be nonforfeitable under Code Section 416(b)) may not be forfeited under Code Section 411(a)(3)(B) or (D). 

SECTION 11.04—MODIFICATION OF CONTRIBUTIONS. 
 During any Plan Year in which this Plan is a Top-heavy Plan, the Employer shall make a minimum contribution as of the last day of the Plan Year for each Nonkey Employee who is an Employee on the last day of the Plan Year and who was an
Active Participant at any time during the Plan Year. A 

  

 71 








 
Nonkey Employee is not required to have a minimum number of Hours of Service or minimum amount of Compensation in order to be entitled to this minimum. A
Nonkey Employee who fails to be an Active Participant merely because his Compensation is less than a stated amount or merely because of a failure to make mandatory participant contributions or, in the case of a cash or deferred arrangement, elective
contributions shall be treated as if he were an Active Participant. The minimum is the lesser of (a) or (b) below: 
  

	 	(a)	3 percent of such person’s Compensation for such Plan Year. 

  

	 	(b)	The “highest percentage” of Compensation for such Plan Year at which the Employer’s Contributions are made for or allocated to any Key Employee. The highest
percentage shall be determined by dividing the Employer Contributions made for or allocated to each Key Employee during the Plan Year by the amount of his Compensation for such Plan Year, and selecting the greatest quotient (expressed as a
percentage). To determine the highest percentage, all of the Employer’s defined contribution plans within the Aggregation Group shall be treated as one plan. The minimum shall be the amount in (a) above if this Plan and a defined benefit
plan of the Employer are required to be included in the Aggregation Group and this Plan enables the defined benefit plan to meet the requirements of Code Section 401(a)(4) or 410. 

 For purposes of (a) and (b) above, Compensation shall be limited by Code Section 401(a)(17). 
 If the Employer’s contributions and allocations otherwise required under the defined contribution plan(s) are at least equal to the minimum above,
no additional contribution shall be required. If the Employer’s total contributions and allocations are less than the minimum above, the Employer shall contribute the difference for the Plan Year. 
 The minimum contribution applies to all of the Employer’s defined contribution plans in the aggregate which are Top-heavy Plans. A minimum
contribution under a profit sharing plan shall be made without regard to whether or not the Employer has profits. 
 If a person who is
otherwise entitled to a minimum contribution above is also covered under another defined contribution plan of the Employer’s which is a Top-heavy Plan during that same Plan Year, any additional contribution required to meet the minimum above
shall be provided in this Plan. 
 If a person who is otherwise entitled to a minimum contribution above is also covered under a defined
benefit plan of the Employer’s that is a Top-heavy Plan during that same Plan Year, the minimum benefits for him shall not be duplicated. The defined benefit plan shall provide an annual benefit for him on, or adjusted to, a straight life basis
equal to the lesser of: 
  

	 	(c)	2 percent of his average compensation multiplied by his years of service, or 

  

	 	(d)	20 percent of his average compensation. 

 Average compensation and years
of service shall have the meaning set forth in such defined benefit plan for this purpose. 
 For purposes of this section, any employer
contribution made according to a salary reduction or similar arrangement shall not apply in determining if the minimum contribution requirement has been met, but shall apply in determining the minimum contribution required. Matching contributions,
as defined in Code Section 401(m), shall be taken into account for purposes of satisfying the minimum contribution requirements of Code Section 416(c)(2) and the Plan. Matching contributions that are used to satisfy the minimum
contribution requirements shall be treated as matching contributions for purposes of the actual contribution percentage test and other requirements of Code Section 401(m). 
 The requirements of this section shall be met without regard to any Social Security contribution. 
  

 72 








 By executing this Plan, the Primary Employer acknowledges having counseled to the extent necessary with
selected legal and tax advisors regarding the Plan’s legal and tax implications. 
 Executed this 29th day of December, 2008. 
  

			
	CHESAPEAKE ENERGY CORPORATION
		
	By:	 	 /s/    Lisa Phelps

	Title	 	Vice President – Human Resources


  

 73