Exhibit
4.1


401(k) SAVINGS PLAN OF 

QUEST DIAGNOSTICS INCORPORATED


(Amendment and Restatement

Effective January 1, 2009)






TABLE OF CONTENTS


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
Page


	
 

	
 

	



	
 

	
 

	
 


	
INTRODUCTION

	
 

	
1


	
 

	
 

	
 

	
 

	
 


	
ARTICLE I

	
 

	
DEFINITIONS

	
 

	
5


	
 

	
 

	
 

	
 

	
 


	
ARTICLE II

	
 

	
ELIGIBILITY AND PARTICIPATION

	
 

	
9


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
2.1

	
 

	
Eligibility

	
 

	
9


	
 

	
2.2

	
 

	
Participation

	
 

	
9


	
 

	
2.3

	
 

	
Beneficiary Designation

	
 

	
9


	
 

	
2.4

	
 

	
Investment Option
 Specification

	
 

	
9


	
 

	
2.5

	
 

	
Notification of Individual
 Account Balance

	
 

	
9


	
 

	
 

	
 

	
 

	
 

	
 


	
ARTICLE III

	
 

	
CONTRIBUTIONS

	
 

	
9


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
3.1

	
 

	
Employee Pre-Tax
 Contributions

	
 

	
9


	
 

	
3.2

	
 

	
Employer Matching
 Contributions

	
 

	
9


	
 

	
3.3

	
 

	
Discretionary
 Contributions

	
 

	
9


	
 

	
3.4

	
 

	
Rollover Contributions

	
 

	
9


	
 

	
3.5

	
 

	
Maximum Deductible
 Contribution

	
 

	
9


	
 

	
3.6

	
 

	
Actual Deferral Percentage
 Test Safe Harbor

	
 

	
9


	
 

	
3.7

	
 

	
Payment of Contributions
 to Trustee

	
 

	
9


	
 

	
3.8

	
 

	
Employee After-Tax
 Contributions

	
 

	
9


	
 

	
3.9

	
 

	
Actual Contribution
 Percentage Test Safe Harbor

	
 

	
9


	
 

	
3.10

	
 

	
USERRA

	
 

	
9


	
 

	
3.11

	
 

	
QNECs

	
 

	
9


	
 

	
 

	
 

	
 

	
 

	
 


	
ARTICLE IV

	
 

	
ALLOCATIONS TO INDIVIDUAL
 ACCOUNTS

	
 

	
9


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
4.1

	
 

	
Individual Accounts

	
 

	
9


	
 

	
4.2

	
 

	
Allocation of Employee
 Pre-Tax Contributions

	
 

	
9


	
 

	
4.3

	
 

	
Allocation of Employer
 Matching Contributions

	
 

	
9


	
 

	
4.4

	
 

	
Allocation of
 Discretionary Contributions

	
9


	
 

	
4.5

	
 

	
Allocation of Forfeitures

	
 

	
9


	
 

	
4.6

	
 

	
Maximum Additions

	
 

	
9


	
 

	
 

	
 

	
 

	
 

	
 


	
ARTICLE V

	
 

	
DISTRIBUTIONS

	
 

	
9


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
5.1

	
 

	
Normal Retirement

	
 

	
9


	
 

	
5.2

	
 

	
Disability

	
 

	
9


	
 

	
5.3

	
 

	
Death Before Retirement or
 Termination of Employment

	
 

	
9


	
 

	
5.4

	
 

	
Death After Retirement or
 Termination of Employment

	
 

	
9


	
 

	
5.5

	
 

	
Termination of Employment

	
 

	
9


	
 

	
5.6

	
 

	
Method of Payment

	
 

	
9


	
 

	
5.7

	
 

	
Cash-Outs; Consent

	
 

	
9





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5.8

	
 

	
Benefits to Minors and
 Incompetents

	
 

	
9


	
 

	
5.9

	
 

	
Payment of Benefits

	
 

	
9


	
 

	
5.10

	
 

	
Valuation of Accounts

	
 

	
9


	
 

	
5.11

	
 

	
Direct Rollovers

	
 

	
9


	
 

	
5.12

	
 

	
Payment to Alternate Payee
 Under QDRO

	
 

	
9


	
 

	
5.13

	
 

	
Distribution Upon
 Severance from Employment

	
 

	
9


	
 

	
5.14

	
 

	
Voluntary Direct Transfers

	
 

	
9


	
 

	
 

	
 

	
 

	
 


	
ARTICLE VI

	
 

	
LOANS AND WITHDRAWALS

	
 

	
9


	
 

	
 

	
 

	
 

	
 


	
 

	
6.1

	
 

	
Loans to Participants

	
 

	
9


	
 

	
6.2

	
 

	
Hardship Withdrawals

	
 

	
9


	
 

	
6.3

	
 

	
Non-Hardship Withdrawals

	
 

	
9


	
 

	
6.4

	
 

	
Withdrawal of Dividends

	
 

	
9


	
 

	
6.5

	
 

	
Certain Dividends

	
 

	
9


	
 

	
6.6

	
 

	
Qualified Reservist
 Distribution

	
 

	
9


	
 

	
 

	
 

	
 

	
 

	
 


	
ARTICLE VII

	
 

	
TRUST FUND

	
 

	
9


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
7.1

	
 

	
Contributions

	
 

	
9


	
 

	
7.2

	
 

	
Trustee

	
 

	
9


	
 

	
7.3

	
 

	
Company Stock Fund

	
 

	
9


	
 

	
 

	
 

	
 

	
 

	
 


	
ARTICLE VIII

	
 

	
FIDUCIARIES 

	
 

	
9


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
8.1

	
 

	
General

	
 

	
9


	
 

	
8.2

	
 

	
Quest

	
 

	
9


	
 

	
8.3

	
 

	
Employer

	
 

	
9


	
 

	
8.4

	
 

	
Trustee

	
 

	
9


	
 

	
8.5

	
 

	
Committee

	
 

	
9


	
 

	
8.6

	
 

	
Claims for Benefits

	
 

	
9


	
 

	
8.7

	
 

	
Denial of Benefits –
 Review Procedure

	
 

	
9


	
 

	
8.8

	
 

	
Records

	
 

	
9


	
 

	
8.9

	
 

	
Missing Persons

	
 

	
9


	
 

	
 

	
 

	
 

	
 


	
ARTICLE IX

	
 

	
AMENDMENT AND TERMINATION
 OF THE PLAN

	
 

	
9


	
 

	
 

	
 

	
 

	
 


	
 

	
9.1

	
 

	
Amendment of the Plan

	
 

	
9


	
 

	
9.2

	
 

	
Termination of the Plan

	
 

	
9


	
 

	
 

	
 

	
 

	
 

	
 


	
ARTICLE X

	
 

	
PROVISIONS RELATIVE TO
 EMPLOYERS INCLUDED IN PLAN

	
 

	
9


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
10.1

	
 

	
Method of Participation

	
 

	
9


	
 

	
10.2

	
 

	
Withdrawal

	
 

	
9





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ARTICLE XI

	
 

	
TOP HEAVY PROVISIONS 

	
 

	
9


	
 

	
 

	
 

	
 

	
 


	
 

	
11.1

	
 

	
Determination of Top Heavy

	
 

	
9


	
 

	
11.2

	
 

	
Top-Heavy Definitions

	
 

	
9


	
 

	
 

	
 

	
 

	
 


	
ARTICLE XII 

	
 

	
MISCELLANEOUS

	
 

	
9


	
 

	
 

	
 

	
 

	
 


	
 

	
12.1

	
 

	
Governing Law

	
 

	
9


	
 

	
12.2

	
 

	
Construction

	
 

	
9


	
 

	
12.3

	
 

	
Administration Expenses

	
 

	
9


	
 

	
12.4

	
 

	
Participant’s Rights;
 Acquittance

	
 

	
9


	
 

	
12.5

	
 

	
Spendthrift Clause

	
 

	
9


	
 

	
12.6

	
 

	
Merger, Consolidation or
 Transfer

	
 

	
9


	
 

	
12.7

	
 

	
Mistake of Fact

	
 

	
9


	
 

	
12.8

	
 

	
Counterparts

	
 

	
9


	
 

	
12.9

	
 

	
Transitional Rule

	
 

	
9


	
 

	
 

	
 

	
 

	
 

	
 


	
ARTICLE XIII 

	
 

	
ADOPTION OF THE PLAN 

	
 

	
9


	
 

	
 

	
 

	
 

	
 

	
 


	
APPENDIX A

	
 

	
PARTICIPATING EMPLOYERS 

	
 

	
A-9


	
 

	
 

	
 

	
 

	
 

	
 


	
APPENDIX B

	
 

	
MERGED PLANS: SPECIAL
 RULES AND PROTECTED BENEFITS

	
 

	
B-9


	
 

	
 

	
 

	
 

	
 

	
 


	
APPENDIX C

	
 

	
TRANSFERRED SUB-ACCOUNTS

	
 

	
C-9


	
 

	
 

	
 

	
 

	
 

	
 


	
APPENDIX D

	
 

	
SPECIAL DISTRIBUTION
 PROVISIONS

	
 

	
D-9


	
 

	
 

	
 

	
 

	
 

	
 


	
APPENDIX E

	
 

	
AMERISAVE RULES AND
 DEFINITIONS

	
 

	
E-9





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INTRODUCTION


          AmeriPath,
Inc. established the AmeriSave 401(k) Plan (the “Prior Plan”), effective as of
January 1, 1994, for the benefit of employees eligible to participate therein.
Before January 1, 1994, the Prior Plan was a tax-qualified money purchase
pension plan. The Prior Plan was amended and restated from time to time
thereafter to reflect certain regulatory provisions and design-based
modifications. Pursuant to a merger transaction effective as of May 31, 2007,
the ongoing Ameripath, Inc. became part of the Quest Diagnostics Incorporated
controlled group and continued to maintain the Prior Plan.


          Effective
as of January 1, 2009: (i) the Prior Plan was renamed and amended and restated
in its entirety as the 401(k) Savings Plan of Quest Diagnostics Incorporated
(the “Plan”); (ii) the Plan continues to be maintained for the benefit of
eligible employees of AmeriPath, Inc. and of any other participating Affiliate;
and (iii) Quest Diagnostics Incorporated became the sponsor of the Plan. It is
intended that the Plan continue to be qualified under Sections 401(a) and
401(k) of the Internal Revenue Code of 1986 as a 401(k) profit sharing plan
that includes an employee stock ownership plan under Code Section 4975(e)(7)
and a cash or deferred arrangement.


          Effective
January 1, 2009, the Plan’s calculation of “Eligibility Service” and “Vesting
Service” was changed from an hours of service counting methodology to an
elapsed time methodology. In connection with this change of methodology, Years
of Vesting Service will be determined as provided in this Plan. Notwithstanding
any other provision of the Plan to the contrary, a Plan participant’s vested
interest in his account under the Plan on and after January 1, 2009 will be not
less than his vested interest in that account on December 31, 2008.


          Any
provision of the Prior Plan that restricted or limited withdrawals, loans or
other distributions, or otherwise required separate accounting with respect to
any portion of a


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Participant’s account immediately
prior to the later of the effective date of this amendment and restatement or
the date this Plan is adopted, and the elimination of which would adversely
affect the qualification of the Plan under Code Sections 401(a) and 401(k),
shall continue in effect with respect to such portion of the Participant’s
account as if fully set forth in this Plan. The benefits of a participant who
terminates employment as determined under the Prior Plan or the Plan will be
determined in accordance with the terms of the Prior Plan or the Plan as in
effect as of the date of such termination.


          No
provision of this amended and restated Plan shall be construed to eliminate or
reduce any early retirement benefit or subsidy that continues after retirement
or optional form of benefit that existed under the Prior Plan before this
amendment and restatement, except to the extent permitted under Treasury
Regulations §1.401(a)-4 and §1.411(d)-4. Except as expressly provided herein,
the Prior Plan provisions as in effect immediately prior to this amendment and
restatement shall remain in effect for those Participants who do not complete
an hour of service at any time after January 1, 2009.


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ARTICLE
I


DEFINITIONS


          As
used herein, unless otherwise required by the context, the following words and phrases shall have the
meanings indicated:


          Active
Participant – For purposes of the allocation of a Discretionary
Contribution made with respect to a Plan Year, a Participant is an Active
Participant if he (1) is an active Employee as of the last day of such Plan Year, (2) is on
authorized leave of absence as of the last day of such Plan Year, (3) has
terminated employment due to a reduction-in-force during such Plan Year, or (4) has died
during such Plan Year.


          Affiliate – An organization which
is not an Employer, but which must be considered together with an Employer under Code Sections
414(b), (c), (m) or (o).


          Appropriate Request – A request by a
Participant in the form and manner provided by the Committee that is appropriate for the
intended purpose. If the Committee and the Plan’s recordkeeper so agree, an Appropriate Request may be executed over the
telephone or Internet. To constitute
an Appropriate Request, such request must be completed correctly and, if
required to be in writing, duly executed and delivered to the Committee.


          Beneficiary – Any person designated
by a Participant under Section 2.3 to receive such benefits as may become
payable hereunder after the death of such Participant.


          Board – The Board of
Directors of Quest.


          Catch-Up Pre-Tax
Contributions – Contributions made to the Plan by the Employer under Section 3.1(b) pursuant
to a salary reduction agreement entered into between the Employer and the Participant.


          Code – The Internal Revenue
Code of 1986, as amended.


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          Committee – The Benefits
Administration Committee, as provided for in Section 8.5, or a duly-authorized
representative of the Benefits Administration Committee.


          Company Stock – Any class of Quest’s
common stock or Quest’s preferred stock that is convertible into common stock.


          Company Stock Fund – A stock fund
investing primarily in Company Stock. The portion of a Participant’s
Individual Account under the Plan that is invested in the Company Stock Fund is intended to qualify
as a profit sharing plan under Code Section 401(a) and as an employee stock ownership plan
under Code Section 4975(e)(7).


          Contributions – Payments as provided
herein by the Employer to the Trustee for the purpose of providing the benefits under this Plan.


          Corporation – AmeriPath, Inc. or
any successor thereto.


          Deferral
Compensation – An Employee’s wages as defined in Code Section 3401(a) and all other payments of
compensation to an Employee by an 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 604l(d), 6051(a)(3) and 6052, excluding reimbursements or other expense
allowances, cash and non-cash fringe benefits (e.g., employee discounts), moving expenses, deferred compensation and
welfare benefits, plus Employee Pre-Tax Contributions,
salary reduction contributions to a Code Section 125 cafeteria plan and pre-tax
contributions to purchase qualified
transportation fringe benefits pursuant to Code Section 132(f)(4).


          Notwithstanding the
preceding paragraph, (1) Deferral Compensation shall include amounts (e.g., bonuses,
commissions or unused vacation) paid by the Employer following the Employee’s
termination of employment with the Employer, but only if such amounts are paid
no


- 4 -






later
than 30 days after the Employee’s termination of employment; (2) except as
specifically provided in (1) above, Deferral Compensation shall not include severance
pay or other form of post-termination compensation; and (3) Deferral
Compensation shall not include compensation generated from any of the following: the
disqualifying disposition of a statutory stock option; the disposition of
shares of stock under an employee stock purchase plan if the option price was below the fair market
value of the stock at the time the option was granted; the value of a nonstatutory stock
option at the time of grant or exercise; the vesting of restricted stock; or
the payment
of dividends on restricted stock.


          Effective January 1,
2002, Deferral Compensation in excess of $200,000 (or such different amount as may
be applicable under Code Section 401(a)(17)(B)) for any Plan Year shall not be taken into
account.


          Notwithstanding
anything in the Plan to the contrary, the limit imposed by Section 401(a)(17)(B) of the Code on Deferral
Compensation incorporated under the paragraph immediately
above is not applicable for the purpose of determining the amount of Deferral Compensation from which Employee Pre-Tax
Contributions can be made.


          Discretionary
Contributions – Contributions made by an Employer under Section 3.3.


          Effective Date – January 1, 2009,
except that: (i) to the extent certain changes are required to be effective
prior to such date, they shall be effective as provided herein or as required by law; and
(ii) the Effective Date on which each Employer (other than the Corporation) began participating in
the Plan is set forth in Appendix A.


          Eligibility Service


          (a) As of any date, the aggregate of an Employee’s
periods of eligibility service (as defined
in the next sentence), including any eligibility service credited under
subsection (b). For purposes of this
subsection (a), a period of eligibility service is each period of time required
to be


- 5 -






recognized
under this Plan commencing on the Employee’s Employment Commencement Date, or any subsequent Reemployment Commencement
Date, and ending on a Severance from Service
Date.


          
(b) Eligibility service shall also include the following:


	
 

	
 


	
 

	
          (1) Periods of employment
 with an Affiliate (while such organization is an Affiliate) which would
 have constituted eligibility service under the Plan had the Participant been
 employed by an Employer;


	
 

	
 


	
 

	
          (2) Periods of employment
 with an Employer other than as an Employee, including employment as a leased employee within
 the meaning of Code Section 414(n), which would have constituted eligibility service
 under the Plan had the Participant been employed as an Employee; provided, however,
 that employment as a leased employee within the meaning of Code Section 414(n) shall
 not be taken into account if more than five calendar days elapses between the last day
 of employment as a leased employee and the Employment Commencement Date;


	
 

	
 


	
 

	
          (3) Periods of employment
 with an Employer prior to the Employer’s Effective Date which would have constituted
 eligibility service under the Plan had the service been rendered after the
 Employer’s Effective Date, under rules promulgated by the Committee applied
 in a uniform and nondiscriminatory manner, and to the extent permitted by
 applicable law;


	
 

	
 


	
 

	
          (4) With respect to any
 person employed by an Employer that is a joint venture, periods of contiguous employment with
 the joint venture partner of the Corporation (or a subsidiary thereof) prior to the
 establishment of the joint venture which would have constituted eligibility service
 under the Plan had the service been rendered





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after the establishment of the
 joint venture, under rules promulgated by the Committee applied in a uniform and nondiscriminatory manner,
 and to the extent permitted by applicable
 law;


	
 

	
 


	
 

	
          (5) With respect to an Employee who directly
 transferred employment to the Employer from a joint venture with the
 Corporation (or a subsidiary thereof) that is not an Employer, (A) periods of contiguous employment
 with the joint venture which would have
 constituted eligibility service under the Plan had the joint venture been an Employer, and (B) periods of contiguous
 employment with the joint venture partner of the Corporation (or subsidiary) prior to the establishment of the joint
 venture which would have
 constituted eligibility service under the Plan had the partner been an Employer,
 both periods of employment credited under rules promulgated by the Committee applied in a uniform and
 nondiscriminatory manner, and to the extent permitted by applicable
 law;


	
 

	
 


	
 

	
          (6) Periods of qualified military service required
 under Code Section 414(u); and


	
 

	
 


	
 

	
          (7) Periods of employment with an entity which
 adopts this Plan and who is not a
 member of the Quest Diagnostics Incorporated controlled group under Code Sections 414(b), (c), (m) or (o).





          (c)
In no event shall Eligibility Service be credited under more than one paragraph
of subsection (b).


          Eligible
Employee – An Employee eligible for participation under Section 2.1.


          Employee – Any common-law employee of the
Corporation or of any other Employer.
Notwithstanding the preceding sentence, the following shall not be considered
an Employee for


- 7 -






purposes
of this Plan: (1) any individual who is classified as an “independent contractor”
or “consultant”
by an Employer, regardless of such individual’s reclassification for any reason
by the
Internal Revenue Service or any governmental agency or any other entity; (2)
any person who is covered by a collective bargaining agreement where such
agreement provides for a different retirement plan, or where no provision is made
for any retirement plan after good faith bargaining between the Employer and employee
representatives; (3) any person who is excluded from participation hereunder by the terms of his
Employer’s adoption of this Plan; (4) any leased employee of an Employer within the meaning of
Code Section 414(n) (other than a leased employee of a joint venture Employer who is leased
from another Employer); (5) any employee who is a nonresident alien and who receives no
earned income (within the meaning of Code Section 911(d)(2)) from the Employer which
constitutes income from sources within the United States (within the
meaning of Code Section 861(a)(3)); (6) any person who receives compensation solely for
service as a member of the Board; or (7) any person employed in Puerto Rico shall not be
considered an Employee and shall be ineligible to participate in the Plan for purposes of any
contributions including Employee Pre-Tax Contributions, Employer Matching Contributions and
Discretionary Contributions.


          Employee Pre-Tax
Catch-Up Sub-Account – That portion of a Participant’s Individual Account attributable to
the Catch-Up Pre-Tax Contributions allocated to such Participant under Section
4.2 and any earnings or losses on such contributions. The Employee Pre-Tax
Catch-Up Sub-Account
of a Participant who was a participant in a Merged Plan that contained a
qualified cash
or deferred arrangement shall also hold any amount transferred to this Plan
from such Merged
Plan representing the balance of such Participant’s pre-tax catch-up account
under such Merged
Plan and any earnings and losses thereon.


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          Employee Pre-Tax
Contributions – Regular Pre-Tax Contributions and Catch-Up Pre-Tax Contributions made to
the Plan by the Employer under Section 3.1 pursuant to salary reduction agreements
entered into between the Employer and the Participant.


          Employee Regular Pre-Tax
Sub-Account – That portion of a Participant’s Individual Account attributable to the
Regular Pre-Tax Contributions allocated to such Participant under Section 4.2 and any earnings
or losses on such contributions. The Employee Regular Pre-Tax Sub-Account of a Participant
who was a participant in a Merged Plan that contained a qualified cash or deferred arrangement
shall also hold any amount transferred to this Plan from such Merged Plan representing
the balance of such Participant’s pre-tax account under such Merged Plan and any earnings and
losses thereon.


          Employer – Collectively or individually
as the context may indicate, the Corporation and any other entity which has been authorized by the Board
to adopt the Plan and by action of its own board of directors as specified in Section 10.1
has adopted the Plan or any successor to one or more of such entities. The Employers
are listed in Appendix A, as updated from time to time.


          Employer Matching Contributions – Contributions
made to
the Plan by the Employer under Section 3.2.


          Employer Matching Sub-Account – That portion of a
Participant’s
Individual Account attributable to the Employer Matching Contributions allocated to such Participant
under Section 4.3 and invested in one or more of the Investment Options at the direction
of the Participant, and any earnings and losses on such contributions.


          Employer Prior Plan Matching
Sub-Account – That portion of a Participant’s Individual Account attributable to
the Employer Matching Contributions allocated to such Participant under


- 9 -






the Prior
Plan and invested in one or more of the Investment Options at the direction of the
Participant,
and any earnings and losses on such contributions.


          Employment Commencement
Date – The later of: (1) the date on which an Employee first performs an Hour of Service for an Employer,
or (2) the Effective Date of the Employee’s Employer.


          ERISA – The Employee Retirement
Income Security Act of 1974, as amended.


          Fiduciary – The Trustee, the Committee
and any individual, corporation, firm or other entity which has, in accordance with ERISA, fiduciary
responsibilities respecting management of the Plan or the disposition of its assets.


          Forfeitures – Amounts forfeited pursuant
to Section 5.5(b)(3).


          Fund – The Trust Fund.


          Highly Compensated Employee – For any Plan Year,
any
employee who (a) during the current Plan Year or the immediately preceding Plan Year was
at any time a 5-percent owner (as defined in Code Section 416(i)(1); or (b) during the immediately
preceding Plan Year received compensation (as defined in Code Section 414(q)(4)) from an
Employer or an Affiliate in excess of $100,000 (as adjusted under Code Section 414(q)(1)).


          A former employee shall be
treated as a Highly Compensated Employee if such employee was a Highly Compensated Employee (a) when
such employee separated from service with the Employer, or (b) at any time after attaining
age 55.


          Hour of Service – Means an hour for which
an Employee is paid or entitled to payment for the performance of duties for an
Employer or for an Affiliate.


          Individual Account – The aggregate of a
Participant’s
Employee Regular Pre-Tax Sub-Account, Employee Pre-Tax Catch-Up Sub-Account, Employer Matching
Sub-Account, Merged


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Plan Sub-Account,
Merged Prior Plan Sub-Account, Money Purchase Plan Sub-Account, Prior Plan Employer Matching Sub-Account,
Prior Plan Rollover Sub-Account, Qualified Nonelective Contribution Sub-Account,
Rollover Sub-Account, Vested Company Stock Dividend Sub-Account, Vested Money Purchase
Plan Dividend Sub-Account, such other sub-accounts as the Participant may have pursuant
to Appendix B or Appendix C, and such other sub-accounts as may be authorized by the
Committee for a Participant individually or for Participants generally.


          Investment Option – The investment vehicle
elected by the Participant in accordance with Section 2.4 for investment of his Individual Account. The Company Stock
Fund shall at all times be an available Investment
Option under this Plan.


          Limitation Year – January 1 – December
31.


          Merged Plan – A plan that merged into
this Plan or the Prior Plan, as described in Appendix B as it may be amended or supplemented from
time to time.


          Merged Plan Sub-Account – That portion of a
Participant’s
Individual Account attributable to a plan that merged into this Plan (see Appendix B) and the
investment experience, expense, distribution and withdrawal attributable to such
amounts.


          Merged Prior Plan Sub-Account – That portion of a
Participant’s
Individual Account attributable to a plan that merged into the Prior Plan (see Appendix B) and
the investment experience, expense, distribution and withdrawal attributable to such amounts.


          Money Purchase Plan Sub-Account – That portion of
the Individual
Account of a Participant
who was, before January 1, 1994, a participant in the money purchase pension plan
that was a
predecessor to the Prior Plan representing employer contributions made to that money
purchase pension
plan and any earnings and losses thereon.


          Normal Retirement Age – Age 65.


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          Participant – Any Employee or former
Employee who has an Individual Account balance and any Employee who has met the eligibility requirements
of Section 2.1. Participation ends in accordance with Section 2.2.


          Period of Severance – The period of time commencing
on an Employee’s Severance from Service Date and ending on his Reemployment Commencement
Date. The Prior Plan used the term “One-Year Break in Service” for this concept; see Appendix
E.


          Plan – The 401(k) Savings Plan
of Quest Diagnostics Incorporated, contained herein or as duly amended. Prior to January
1, 2009, the Plan was known as the AmeriSave 401(k) Plan.


          Plan Year – January 1 – December
31.


          Prime Rate – The “prime rate,” as
published in The Wall Street Journal.


          Prior Plan – The AmeriSave
401(k) Plan as it existed through December 31, 2008. 


          Prior Plan Employer Matching
Sub-Account – That portion of a Participant’s Individual Account attributable to
the Employer Matching Contributions allocated to such Participant under Section 4.3 of the Prior Plan and invested in
one or more of the Investment Options at the direction
of the Participant, and any earnings and losses on such contributions.


          Prior Plan Rollover Sub-Account – That portion of
a Participant’s
Individual Account attributable to his rollover contributions made under the Prior Plan and
any earnings or losses on such contributions.


          Qualified
Nonelective Contribution Sub-Account – That portion of a Participant’s Individual
Account attributable to “qualified nonelective contributions” made pursuant to Section 3.12 and any earnings or losses
thereon.


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          Quest – Quest Diagnostics Incorporated, a Delaware corporation, or any successor
thereto. Quest is the “plan sponsor” and, except as provided in Section 8.2,
“administrator” of the Plan (as such terms are defined under ERISA).


          Reemployment
Commencement Date – The first date on which an Employee again performs an
Hour of Service following a Period of Severance.


          Regular
Pre-Tax Contributions – Contributions made to the Plan by the Employer
under Section 3.1(a) pursuant to a salary reduction agreement entered into
between the Employer and the Participant.


          Rollover
Sub-Account – That portion of a Participant’s Individual Account
attributable to his rollover contributions under Section 3.4 and any earnings
or losses on such contributions.


          Section
415 Compensation – Compensation within the meaning of Section 415(c)(3) of
the Code, which shall include “post-severance compensation.” “Post-severance
compensation” means, for any Limitation Year beginning on or after July 1,
2007, the following amount(s) that would have been included in the definition
of Section 415 Compensation if the amounts were paid prior to the Employee’s
severance from service (as defined in regulations under Code Section
1.415(a)-l(f)(5)) with the Employer, and that are paid to the Employee by the
later of 21⁄2 months after the Employee’s severance from service
with the Employer or the end of the Limitation Year that includes the
Employee’s Severance from Service Date with the Employer if the payment is:


          (a)
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 the payment would have


- 13 -






been paid to the Employee prior to a severance from
service if the Employee had continued in employment with the Employer;


          (b)
for unused accrued bona fide sick, vacation or other leave, but only if the
Employee would have been able to use the leave if employment had continued;


          (c)
received by the Employee pursuant to a nonqualified unfunded deferred
compensation plan, but only if the payment would have been paid to the Employee
at the same time if the Employee had continued in employment with the Employer
and only to the extent that the payment is includible in the Employee’s gross
income; or


          (d)
made by the Employer to an individual who does not currently perform services
for the Employer by reason of qualified military service to the extent those
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.


          Severance
from Service Date –


          (e)
Except as provided in subsection (b), the earlier of (1) or (2):


	
 

	
 


	
 

	
          (1)
 The date on which the Employee quits, retires, is discharged or dies provided
 he does not earn an Hour of Service for an Employer or Affiliate within 12
 months after such date; or


	
 

	
 


	
 

	
          (2)
 The first anniversary of the first date of a period in which an Employee
 remains absent from service (with or without pay) with an Employer or
 Affiliate for any reason other than quit, retirement, discharge or death,
 such as vacation, holiday, sickness, disability or leave of absence.


	
 

	
 


	
 

	
(b) (1) For
 purposes of determining the Severance from Service Date of an Employee who is
 absent from work beyond the first anniversary of the first day of





- 14 -






absence by reason of a Parenthood Purpose described
 in paragraph (2), such Severance from Service Date shall be the second
 anniversary of the first day of such absence. The period between the first
 and second anniversaries of the first day of absence from work is neither a
 period credited as a Year of Vesting Service nor a Period of Severance. The
 Committee may request that the Employee furnish information to establish that
 the absence is for a Parenthood Purpose and the number of days for which
 there was such an absence. In the event such information is not submitted in
 a timely manner, this subsection (b) shall not apply.


	
 

	
 

	
 


	
 

	
    (2) The following shall be deemed Parenthood Purposes:


	
 

	
 

	
 


	
 

	
              (A) the pregnancy of the Employee,


	
 

	
 

	
 


	
 

	
              (B) the birth of a child of the Employee,


	
 

	
 

	
 


	
 

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


	
 

	
 

	
 


	
 

	
              (D) caring for such child for a period beginning
 immediately following such birth or placement.





          Total
and Permanent Disability – A Participant shall be considered totally and
permanently disabled once the Committee, in its sole discretion, determines
that he has incurred a disability which renders him totally and permanently
unable to satisfactorily perform his usual duties for his Employer or the
duties of such other position which the Employer makes available to him and for
which he is qualified by reason of his training, education or experience. Such
determination shall be made by the Committee based on medical reports and such
other evidence which the Committee determines to be satisfactory; provided,
however, that conclusive evidence that the Participant is eligible for and is
receiving disability benefits under the provisions of the


- 15 -






Federal Social Security Act shall be sufficient to
deem the Participant totally and permanently disabled.


          Trust
Agreement – The agreement entered into between the Employer and the Trustee
under Article VII.


          Trust
Fund – All funds received by the Trustee together with all income, profits
and increments thereon, and less any expenses or payments made out of the Trust
Fund.


          Trustee
– Such individual, individuals, financial institution, or a combination of them
as shall be designated in the Trust Agreement to hold in trust any assets of
the Plan for the purpose of providing benefits under the Plan, and shall
include any successor trustee to the Trustee initially designated thereunder.


          Valuation
Date – The date on which a Participant’s Individual Account is valued
pursuant to Section 5.10. Subject to Section 5.10, the Valuation Date shall be
a date that falls as soon as administratively feasible after an Appropriate
Request for a distribution is made.


          Vested
Company Stock Dividend Sub-Account – That portion of a Participant’s
Individual Account that is comprised of cash dividends received under Section
6.5(a) which are associated with the Company Stock Fund and the portion of the
Participant’s Individual Account, other than the Money Purchase Plan
Sub-Account or any other sub-account attributable to a money purchase pension
plan as indicated in Appendix B or Appendix C, that is not fully vested.


          Vested
Money Purchase Plan Dividend Sub-Account – That portion of a Participant’s
Individual Account that is comprised of cash dividends received under Section
6.5(b) which are associated with the Company Stock Fund and the portion of the
Participant’s Money Purchase Plan Sub-Account, or any other sub-account
attributable to a money purchase pension plan as indicated in Appendix B or
Appendix C, that is not fully vested.


- 16 -






          Year
of Vesting Service


          (a) On or after January 1, 2009, the aggregate of an
Employee’s periods of vesting service, including any vesting service credited
under subsection (b) and excluding any vesting service disregarded under
subsection (c). For purposes of this subsection (a), a period of vesting
service is each period of time required to be recognized under this Plan
commencing on the Employee’s Employment Commencement Date, or any subsequent
Reemployment Commencement Date, and ending on a Severance from Service Date.


          (b)
Vesting service shall also include the following:


	
 

	
 


	
 

	
          (1)
 Periods of employment with an Affiliate (while such organization is an
 Affiliate) which would have constituted vesting service under the Plan had
 the Participant been employed by an Employer;


	
 

	
 


	
 

	
          (2)
 Periods of employment with an Employer other than as an Employee, including
 employment as a leased employee within the meaning of Code Section 414(n),
 which would have constituted vesting service under the Plan had the
 Participant been employed as an Employee; provided, however, that employment
 as a leased employee within the meaning of Code Section 414(n) shall not be
 taken into account if more than five calendar days elapses between the last
 day of employment as a leased employee and the Employment Commencement Date;


	
 

	
 


	
 

	
          (3)
 Periods of employment with an Employer prior to the Employer’s Effective Date
 which would have constituted vesting service under the Plan had the service
 been rendered after the Employer’s Effective Date, under rules promulgated by
 the Committee applied in a uniform and nondiscriminatory manner, and to the
 extent permitted by applicable law;





- 17 -






	
 

	
 


	
 

	
          (4)
 With respect to any person employed by an Employer that is a joint venture,
 periods of contiguous employment with the joint venture partner of the
 Corporation (or a subsidiary thereof) prior to the establishment of the joint
 venture which would have constituted vesting service under the Plan had the
 service been rendered after the establishment of the joint venture, under
 rules promulgated by the Committee applied in a uniform and nondiscriminatory
 manner, and to the extent required by applicable law;


	
 

	
 


	
 

	
          (5)
 With respect to an Employee who directly transferred employment to the
 Employer from a joint venture with the Corporation (or a subsidiary thereof)
 that is not an Employer, (A) periods of contiguous employment with the joint
 venture which would have constituted vesting service under the Plan had the
 joint venture been an Employer, and (B) periods of contiguous employment with
 the joint venture partner of the Corporation (or subsidiary) prior to the
 establishment of the joint venture which would have constituted vesting
 service under the Plan had the partner been an Employer, both periods of
 employment credited under rules promulgated by the Committee applied in a
 uniform and nondiscriminatory manner, and to the extent permitted by
 applicable law;


	
 

	
 


	
 

	
          (6)
 Periods of qualified military service required under Code Section 414(u); and


	
 

	
 


	
 

	
          (7)
 Periods of employment with an entity which adopts this Plan and who is not a
 member of the Quest Diagnostics Incorporated controlled group under Code
 Sections 414(b), (c), (m) or (o).


	
 

	
 


	
          (c)
 In no event shall Years of Vesting Service be credited under more than one
 paragraph of subsection (b).





- 18 -






ARTICLE II


ELIGIBILITY AND PARTICIPATION


2.1 Eligibility


          (a)
Any Employee who was a Participant in the Prior Plan on December 31, 2008 shall
remain a Participant on January 1, 2009, as long as he remains an Employee on
such date. Such an Employee shall remain eligible to make Employee Pre-Tax
Contributions and to receive Employer Matching Contributions and Discretionary
Contributions.


          (b)
Any Employee who was not a Participant in the Prior Plan on December 31, 2008
shall become a Participant on the date he completes one month of Eligibility
Service. Such an Employee shall become eligible to make Employee Pre-Tax
Contributions on the date he becomes a Participant and shall become eligible to
receive Employer Matching Contributions and Discretionary Contributions on the
date he completes 12 months of Eligibility Service.


2.2 Participation


          (a)
Each Employee who is a Participant may, by making an Appropriate Request, enter
into a salary reduction agreement in accordance with Section 3.1(a).


          (b)
Each person who becomes a Participant shall remain a Participant so long as he
remains an Employee or maintains an Individual Account balance. If a
Participant terminates employment with no balance in his Individual Account, he
shall cease being a Participant upon his termination of employment.


          (c)
If an Employee who was formerly a Participant terminates employment and is
subsequently reemployed as an Employee, he shall become a Participant upon his
Reemployment Commencement Date. Such an Employee shall become eligible to make
Employee Pre-Tax Contributions upon his Reemployment Commencement Date and
shall


- 19 -






become eligible to receive Employer Matching
Contributions and Discretionary Contributions on the later of (1) his
Reemployment Commencement Date, or (2) the date he completes 12 months of
Eligibility Service (taking into account Eligibility Service both before and
after his Reemployment Commencement Date).


          (d)
If an Employee who was not formerly a Participant terminates employment and is
subsequently reemployed as an Employee, he shall become a Participant on the
later of (1) his Reemployment Commencement Date, or (2) the date he completes
one month of Eligibility Service (taking into account Eligibility Service both
before and after his Reemployment Commencement Date). Such an Employee shall
become eligible to make Employee Pre-Tax Contributions on the date he becomes a
Participant and shall become eligible to receive Employer Matching Contributions
and Discretionary Contributions on the date he completes 12 months of
Eligibility Service (taking into account Eligibility Service both before and
after his Reemployment Commencement Date). 


2.3 Beneficiary Designation


          (a)
Upon commencing participation, each Participant shall designate a Beneficiary
by filing a properly completed form with the Committee. In the absence of any
valid designation of Beneficiary, the Participant shall be deemed to have
designated his spouse as his Beneficiary, and if the Participant is unmarried
upon his death, he shall be deemed to have designated the following as his
Beneficiary: (1) the beneficiary designated under the group-term life insurance
plan sponsored by a member of the Quest controlled group in which he
participates; and (2) if no beneficiary has been designated under the
group-term life insurance plan sponsored by a member of the Quest controlled
group in which he participates, the Participant’s estate.


- 20 -






          (b)
The Beneficiary of a married Participant shall be his spouse unless the
Participant designates someone other than his spouse as his Beneficiary, and
the Participant files with the Committee his spouse’s written consent to such
designation. Such spousal consent shall be on a form approved by the Committee,
shall be irrevocable by the spouse, shall acknowledge the effect of such
designation and shall be witnessed by a Committee member or a notary public.
The spouse may alternatively execute an irrevocable general consent that does
not identify the designated Beneficiary and which allows the Participant to
make future changes in the Beneficiary designation without spousal consent. Any
such general consent shall satisfy the requirements of Treasury Regulation
§1.401(a)-20 Q&A-31(c).


          (c)
If an unmarried Participant later marries, or if a married Participant later
remarries, any prior designation by such Participant of a Beneficiary other
than the spouse to whom he is married on his date of death shall be null and
void unless consented to by such spouse in the manner provided in subsection
(b).


          (d)
The interpretation of the Committee with respect to any Beneficiary
designation, subject to applicable law, shall be binding and conclusive upon
all parties, and no person who claims to be a Beneficiary, or any other person,
shall have the right to question any action of the Committee.


          (e)
The rights of any spouse or Beneficiary hereunder shall be subject to the
provisions of any qualified domestic relations order within the meaning of
ERISA Section 206(d)(3).


2.4 Investment Option Specification


          (a)
In the absence of any valid Investment Option specification to the contrary, a
Participant’s Individual Account automatically shall be invested in the applicable
qualified


- 21 -






default investment alternative (as defined under
ERISA) specified by the Committee. Commencing on the date that is 30 days after
the Employee’s date of hire with an Employer (or such other date as the
Committee shall designate), the Employee may change his Investment Option
specification in accordance with subsection (b).


          (b)
A Participant shall be limited so that no more than twenty-five percent (25%)
of contributions on a pay period basis may be allocated to the Company Stock
Fund.


          (c)
If a Participant’s Individual Account is comprised of twenty-five percent (25%)
or more of Company Stock, no future investments into the Company Stock Fund
will be permitted until Company Stock comprises less than twenty-five percent
(25%) of the Participant’s Individual Account. Future investments will then be
permitted into the Company Stock Fund but only to the extent the allocation of
Company Stock does not exceed twenty-five percent (25%) of the Individual
Account.


          (d)
A Participant may, by making an Appropriate Request, change his Investment
Option specification with respect to Contributions to be made in the future
and/or with respect to amounts already held in his Individual Account.
Exchanges between Investment Options shall be subject to such administrative
procedures as have been adopted by the Committee or the Plan’s recordkeeper, or
imposed by an Investment Option. The Committee, in its sole discretion, may
modify such procedures after providing reasonable notification to Participants.


2.5 Notification of Individual Account Balance


          As
of the last day of each calendar quarter, the Plan’s recordkeeper shall notify
each Participant of the amount of his share in the Contributions for the period
just completed and the balance of his Individual Account, including
distributions, loans and withdrawals, if any, since the effective date of the
last statement.


- 22 -






ARTICLE III


CONTRIBUTIONS


	
 

	
 


	
3.1 Employee
 Pre-Tax Contributions 








	
 

	
 


	
 

	
          (a) (1)
 A Participant may enter into a salary reduction agreement with his Employer
 in which it is agreed that the Employer will reduce the Participant’s
 Deferral Compensation during each pay period by a designated percentage and
 contribute that amount so determined to the Plan on behalf of the
 Participant. Such contributions shall be referred to as “Regular Pre-Tax
 Contributions.” The Employer may disregard or modify a Participant’s salary
 reduction agreement with respect to Regular Pre-Tax Contributions to the
 extent necessary to ensure that (1) the excess deferral rules of subsection
 (c) are met, or (2) the limitations set forth in Sections 3.5 or 4.6 are not
 exceeded. Regular Pre-Tax Contributions may be any whole percentage between
 1% and 35% of the Deferral Compensation otherwise payable to the Participant
 during the applicable payroll period. 


	
 

	
 


	
 

	
                       (2)
 The salary reduction agreement of an Employee who first becomes eligible to
 make Regular Pre-Tax Contributions shall be effective as of the first payroll
 period coincident with or next following the date on which his Appropriate Request is processed. 


	
 

	
 


	
 

	
                       (3)
 Regular Pre-Tax Contributions shall be invested among the various Investment
 Options in accordance with the Employee’s outstanding Investment Option
 election as in effect under Section 2.4. 


	
 

	
 


	
 

	
                       (4)
 A Participant who has in effect a salary reduction agreement with respect to
 Regular Pre-Tax Contributions may elect to change such agreement, including 





- 23 -






	
 

	
 


	
 

	
prospectively suspending such agreement, by making an Appropriate
 Request. Such election shall become effective as of the first payroll period
 coincident with or next following
 the date on which the Appropriate Request is processed.


	
 

	
 


	
 

	
                       (5)
Regular Pre-Tax Contributions shall be
 remitted to the Trustee in accordance with Department of Labor regulations at
 29 C.F.R. §2510.3-102. Regular Pre-Tax
 Contributions once elected to be deferred by a Participant shall be credited
 to his Employee Regular Pre-Tax
 Sub-Account under Section 4.2.


	
 

	
 


	
 

	
          (b) (1)
 A Participant who will have attained age 50 before the end of the Plan Year may enter into a salary reduction
 agreement with his Employer in which it is agreed that the Employer will reduce the Participant’s Deferral
 Compensation during each pay period
 by a designated percentage (beyond the designated percentage by which the Participant’s Deferral
Compensation is
 reduced on account of a salary reduction agreement with respect to Regular Pre-Tax Contributions) and
 contribute that amount so determined
 to the Plan on behalf of the Participant. Such contributions shall be
 referred to as “Catch-Up Pre-Tax
 Contributions.” Catch-Up Pre-Tax Contributions may be any whole percentage
 between 1% and, when added to Regular Pre-Tax Contributions, 70% of the
 Deferral Compensation otherwise payable to the Participant during the
 applicable payroll period. Catch-Up
 Pre-Tax Contributions shall be made in accordance with, and subject to the
 limitations of, Code Section 414(v). Catch-Up Pre-Tax Contributions shall not be taken into account for purposes
of the
 Code Section 402(g) limitation set forth in Section 3.1(c)(l) or the Code Section 415 limitation set forth in
 Section 4.6. The Plan shall not be
 treated as failing to satisfy the provisions of the Plan implementing the





- 24 -






	
 

	
 


	
 

	
requirements
 of Code Section 401(k)(3), 401(k)(12), 410(b), or 416, as applicable,
 by reason of the making of Catch-Up Pre-Tax Contributions. 


	
 

	
 


	
 

	
                       (2)
 The salary reduction agreement of a Participant who first became eligible to
 make Catch-Up Pre-Tax contributions shall be effective as of the first
 payroll period coincident with or next following the date on which his
 Appropriate Request is processed. 


	
 

	
 


	
 

	
                       (3)
Catch-Up Pre-Tax Contributions
 shall be invested in accordance with the Investment Option specification
 designated by the Participant for the investment of the Regular Pre-Tax
 Contributions. 


	
 

	
 


	
 

	
                       (4)
 A Participant who has in effect a salary reduction agreement with respect to
 Catch-Up Pre-Tax Contributions may elect to change such agreement, including
 prospectively suspending such agreement, by making an Appropriate Request.
 Such election shall become effective as of the first payroll period
 coincident with or next following the date on which the Appropriate Request
 is processed. 


	
 

	
 


	
 

	
                       (5)
 Catch-Up Pre-Tax Contributions shall be remitted to the Trustee in accordance
 with Department of Labor Regulations at 29 C.F.R. §2510.3-102. Catch-Up
 Pre-Tax Contributions once elected to be deferred by a Participant shall be
 credited to his Employee Pre-Tax Catch-Up Sub-Account under Section 4.2. 


	
 

	
 


	
 

	
                       (6)
 If, by the end of a Plan Year, the amount of Employee Pre-Tax Contributions
 originally designated as Regular Pre-Tax Contributions does not exceed either
 the code Section 402(g) limitation for such Plan Year set forth in Section 3.1(c)(l),
or the 35% of Deferral Compensation set forth in Section 3.l(a)(l),
 or the maximum Code Section 415(c) limitation as set forth in Section
 4.6(a)(l), then any Employee Pre- 





- 25 -






	
 

	
 


	
 

	
Tax
 Contributions made by the Participant and originally designated as Catch-Up
 Pre-Tax Contributions shall be recharacterized as Regular Pre-Tax
 Contributions to the extent Employee Pre-Tax Contributions originally designated
 as Regular Pre-Tax Contributions and Employee Pre-Tax Contributions
 recharacterized as Regular Pre-Tax Contributions do not exceed both
 limitations. 


	
 

	
 


	
 

	
                       (7)
 In order to make a Catch-Up Pre-Tax contribution, a Participant must either
 be making a Regular Pre-Tax Contribution of at least 4% of Deferral
 Compensation or have reached the Code Section 402(g) limit. 


	
 

	
 


	
 

	
          (c)
 Excess deferrals 


	
 

	
 


	
 

	
                       (1)
 No Participant may have Regular Pre-Tax Contributions made on his behalf
 under this Plan in any calendar year which in the aggregate exceed the dollar
 limitation contained in Code Section 402(g) in effect for such calendar year.
 For purposes of the preceding sentence, Regular Pre-Tax Contributions are deemed
 made as of the pay date for which the salary is deferred, regardless of when
 the contributions are actually made to the Trust Fund. 


	
 

	
 


	
 

	
                       (2)
 (A) If in any calendar year the aggregate of a Participant’s Regular Pre-Tax
 Contributions made on his behalf under this Plan, plus his other elective
 deferrals under any other qualified cash or deferred arrangement (as defined
 in Code Section 401(k)) maintained by any sponsor, under any simplified
 employee pension (as defined in Code Section 408(k)), or used to have an
 annuity contract purchased on his behalf under Code Section 403(b), exceed
 the limitation of paragraph (1), then no later than the March 15 following
 such calendar year the Participant may notify the Committee (i) that he has exceeded
 the limitation and (ii) of the amount of his Regular Pre-Tax 





- 26 -






	
 

	
 


	
 

	
Contributions
 under this Plan which he wants distributed to him (as adjusted for Allocable
 Income/Loss), notwithstanding his salary reduction agreement, so that he will
 not exceed the limitation. The Committee may require the Participant to
 provide reasonable proof that he has exceeded the limitation of paragraph
 (1).


	
 

	
 


	
 

	
                              If
 in any calendar year the aggregate of a Participant’s Regular Pre-Tax
 Contributions made on his behalf under the Plan, plus his other elective
 deferrals under any other qualified cash or deferred arrangement (as defined
 in Code Section 401(k)) maintained by the Employer, under a simplified
 employee pension (as defined in Code Section 408(k)) sponsored by the
 Employer, or used to have the Employer purchase an annuity contract on his
 behalf under Code Section 403(b), exceed the limitation of paragraph (1),
 then the Participant shall be deemed to have notified the Committee that (i)
 he has exceeded the limitation and (ii) he wants distributed to him the
 amount of such excess deferrals (and income thereon) notwithstanding the
 salary reduction agreement so that he will not exceed the limitation. No
 later than the next April 15, the Committee may (but shall not be obligated
 to) make the distribution requested, or deemed to have been requested, by the
 Participant under this subparagraph. Such distribution may be made
 notwithstanding any other provision of law or this Plan. Except as otherwise
 provided by regulations issued by the Secretary of the Treasury, such
 distribution shall not reduce the amount of Regular Pre-Tax Contributions
 considered as Annual Additions under Section 4.6. Any amounts not distributed
 under this subparagraph shall continue to be held in accordance with the
 terms of this Plan.


	
 

	
 


	
 

	
                    (B)
 After a distribution of excess Regular Pre-Tax Contributions (if any) under
 subparagraph (A), Employer Matching Contributions made





- 27 -






	
 

	
 


	
 

	
with respect
 to such distributed Regular Pre-Tax Contributions (if any) shall be withdrawn
 (with earnings thereon) from such Participant’s Employer Matching Sub-Account
and applied to reduce future Employer Matching Contributions under
 Section 3.2.


	
 

	
 


	
 

	
                    (C)
 “Allocable Income/Loss” means, with respect to any contributions which must
 be returned to the Participant or forfeited under any of the limitations of
 Article IV, the income or loss allocable to such contributions for the Plan Year. Income or loss may be
 determined by any reasonable method for computing the income or loss,
 provided that such method is used consistently for all Participants and for
 all corrective distributions under the Plan for the Plan Year, and is the
 same method used by the Plan for allocating income or loss to Participants’
 Individual Accounts.


	
 

	
 


	
3.2 Employer
 Matching Contributions


	
 

	
 


	
          The
 Employer shall make Employer Matching Contributions to the Trust Fund equal
 to 100% of the Employee Pre-Tax Contributions made by each Participant with
 respect to each payroll period, but taking into account only those Employee
 Pre-Tax Contributions made by the Participant with respect to such payroll
 period which are made at a rate that does not exceed 4% of the Participant’s Deferral
 Compensation (but only up to the Code Section 401(a)(17)(B) limit). The
 Employer shall not make Employer Matching Contributions with respect to
 Catch-Up Pre-Tax Contributions, except for Catch-Up Pre-Tax Contributions
 that have been recharacterized as Regular Pre-Tax Contributions pursuant to
 Section 3.1(b)(6).


	
 

	
 


	
          The
 Employer Matching Contributions shall be invested in accordance with the
 Investment Option specification designated by the Participant for the
 investment of Regular Pre-Tax Contributions and shall be held in the
 Employer Matching Sub-Account. 





- 28 -






          Notwithstanding
anything in this Section 3.2 to the contrary, if the Code Section 402(g) limit
is less than 4% of the Code Section 401(a)(17) limit when a Non-highly
Compensated Employee makes Regular Pre-tax Contributions equal to the Code
Section 402(g) limit and also makes Catch-up Pre-tax Contributions then the
Non-highly Compensated Employee will receive Employer Matching Contributions on
his Catch-up Pre-tax Contributions. Notwithstanding, the Non-highly Compensated
Employee will only receive Employer Matching Contributions on his Catch-up
Pre-tax Contributions to the extent necessary to meet the matching
contributions formula of this Section 3.2.


	
 

	
 


	
3.3 Discretionary
 Contributions





          The
Employer may elect for any Plan Year to make a Discretionary Contribution. The
Employer, in its sole discretion, shall determine the amount of such
Discretionary Contribution which shall be expressed as a percentage of Deferral
Compensation and which shall be allocated in accordance with Section 4.4. The
Employer shall also contribute sufficient Discretionary Contributions as may be
required by Section 11.1(b).


	
 

	
 


	
3.4 Rollover
 Contributions 





          (a)
An Employee
(regardless of whether he has satisfied the initial eligibility requirements of
Section 2.1) may, by making an Appropriate Request, request to make a rollover
contribution to the Plan from the type of plans described in subsection (b)
below. 


	
 

	
 


	
 

	
(b) (1)
 The Plan will accept a direct rollover of an eligible rollover distribution,
 as defined in Code Section 402(f)(2)(A), from: 


	
 

	
 


	
 

	
                    (A)
 a qualified plan described in Code Section 401(a) or 403(a), excluding
 after-tax employee contributions;





- 29 -






	
 

	
 


	
 

	
                    (B)
 an annuity contract described in Code Section 403(b), excluding after-tax
 employee contributions; or


	
 

	
 


	
 

	
                    (C)
 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.


	
 

	
 


	
 

	
          (2)
 The Plan will accept a participant contribution of an eligible rollover
 distribution, as defined in Code Section 402(f)(2)(A), from:


	
 

	
 


	
 

	
                    (A)
 a qualified plan described in Code Section 401(a) or 403(a); 


	
 

	
 


	
 

	
                    (B)
 an annuity contract described in Code Section 403(b); 


	
 

	
 


	
 

	
                    (C)
 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.


	
 

	
 


	
 

	
          (3)
 The Plan will accept a participant rollover contribution of the portion of a
 distribution from an individual retirement account or annuity described in
 Code Section 408(a) or 408(b) that is a “conduit IRA” (i.e., an individual retirement
 account or annuity that solely holds amounts that were rolled over from a
 qualified retirement plan and earnings on such amounts).


	
 

	
 


	
          (c)
 The Committee may require the Employee requesting to make a rollover
 contribution to provide whatever documentation and/or certifications the
 Committee deems necessary to reasonably conclude that the rollover
 contribution satisfies the conditions set forth in subsection (b) above.


	
 


	
          (d)
 Rollover contributions must be in cash; contributions in-kind shall not be
 permitted. Such a contribution shall be held in the Employee’s Rollover
 Sub-Account and shall 





- 30 -






	
 

	
 


	
be 100%
 vested at all times. The rollover contribution of an Employee who has not
 satisfied the initial eligibility requirements of Section 2.1 shall be
 invested in the applicable qualified default investment alternative specified
 by the Committee, unless and until he makes a different Investment Option
 specification pursuant to Section 2.4. The rollover contribution of an
 Employee who has already satisfied the initial eligibility requirements of
 Section 2.1 shall be invested in accordance with the Employee’s outstanding
 Investment Option specification.


	
 


	
          (e)
 If the Committee, after reasonably concluding that a rollover contribution
 made by an Employee met the conditions set forth in subsection (b) above,
 later determines that the contribution did not meet those conditions, it
 shall direct the Trustee to distribute to the Employee the amount of such
 rollover contribution, plus any earnings attributable thereto, within a
 reasonable time after such determination.


	
 

	
 


	
3.5 Maximum
 Deductible Contribution


	
 

	
 


	
          In
 no event shall the Employer be obligated to make a Contribution for a Plan
 Year in excess of the maximum amount deductible by it under Code Section
 404(a)(3).


	
 

	
 


	
3.6 Actual
 Deferral Percentage Test Safe Harbor


	
 

	
 


	
          Effective
 with the Plan Year commencing January 1, 2009, this Plan shall be deemed to
 meet the requirements of Code Section 401(k)(3)(A)(ii) (the “actual deferral
 percentage test”) since (l)(A) the rate of Employer Matching Contributions
 does not increase as an Employee’s rate of Employee Pre-Tax Contributions
 increases, (B) the aggregate amount of Employer Matching Contributions at
 each rate of Employee Pre-Tax Contributions is at least equal to the
 aggregate amount of Employer Matching Contributions which would be made if
 Employer Matching Contributions were made on the basis of the percentages
 described in Code Section 401(k)(12)(B)(i), and (C) the rate of Employer
 Matching Contributions with respect to any





- 31 -






Employee
Pre-Tax Contributions of a Highly Compensated Employee at any rate of Employee
Pre-Tax Contributions is not greater than that with respect to an Employee who
is not a Highly Compensated Employee, and (2) the Committee provides each
Eligible Employee, within a reasonable period before each such Plan Year,
written notice of the Eligible Employee’s rights and obligations under the Plan
which is sufficiently accurate and comprehensive to appraise the Eligible
Employee of such rights and obligations and is written in a manner calculated
to be understood by the average Eligible Employee.


          Notwithstanding
that the Plan is intended to be operated as a “safe harbor” 401(k) plan with
respect to Employee Pre-Tax Contributions made on or after January 1, 2009, the
provisions of the remainder of this Section 3.6 shall be applicable to
Participants during such period as they are able to make Employee Pre-Tax
Contributions but are not eligible to receive Employer Matching Contributions.
The Plan shall satisfy the ADP test of Code Section 401(k)(3) and Treasury
Regulations §§1.401(k)-2(a) and (b). For this purpose, the Plan shall use the current year
testing method. 


	
 

	
 


	
3.7 Payment of
 Contributions to Trustee 





          Unless
an earlier time for contribution is specified elsewhere in this Plan, in all events the Employer shall pay
to the Trustee its Contributions for each Plan Year within the time prescribed
by law, including extensions of time for the filing of its federal income tax
return for the Employer’s taxable year during which such Plan Year ended.


	
 

	
 


	
3.8 Employee
 After-Tax Contributions


	
 

	
 


	
          No
 Participant shall be permitted to make employee after-tax contributions under
 the Plan.





- 32 -






	
 

	
 


	
3.9 Actual
 Contribution Percentage Test Safe Harbor 





          Effective
with the Plan Year commencing January 1, 2009, this Plan shall be deemed to
meet the requirements of Code Section 401(m)(2) (the “actual contribution
percentage test”) since (l)(A) the rate of Employer Matching Contributions does
not increase as an Employee’s rate of Employee Pre-Tax Contributions increases,
(B) the aggregate amount of Employer Matching Contributions at each rate of
Employee Pre-Tax Contributions is at least equal to the aggregate amount of
Employer Matching Contributions which would be made if Employer Matching
Contributions were made on the basis of the percentages described in Code
Section 401(k)(12)(B)(i), and (C) the rate of Employer Matching Contributions
with respect to any Employee Pre-Tax Contributions of a Highly Compensated Employee
at any rate of Employee Pre-Tax Contributions is not greater than that with
respect to an Employee who is not a Highly Compensated Employee, (2) the
Committee provides each Eligible Employee, within a reasonable period before
each such Plan Year, written notice of the Eligible Employee’s rights and
obligations under the Plan which is sufficiently accurate and comprehensive to
appraise the Eligible Employee of such rights and obligations and is written in
a manner calculated to be understood by the average Eligible Employee, and (3)
Employer Matching Contributions on behalf of any Employee may not be made with
respect to an Employee’s Employee Pre-Tax Contributions in excess of 6 percent of the Employee’s
Deferral
Compensation.


	
 

	
 


	
3.10 USERRA





          Notwithstanding
any provision of this Plan to the contrary, Contributions with respect to
qualified military service will be provided in accordance with Code Section
414(u). 


- 33 -






	
 

	
 


	
3.11 QNECS





          To
the extent it deems necessary to correct a failure to follow the provisions of
the Plan, the Employer may make “qualified nonelective contributions” (as defined in §1.401(k)-1(g)(13) of
the Treasury regulations) on behalf of affected individuals in an
amount determined by the Employer. Such qualified nonelective contributions
shall be held in a Participant’s Qualified Nonelective Contribution
Sub-Account and shall be 100% vested at all times. 


- 34 -






ARTICLE IV


ALLOCATIONS
TO INDIVIDUAL ACCOUNTS


4.1 Individual Accounts


          (a)
The Committee shall establish and
maintain an Individual Account in the name of each Participant, including the following sub-accounts to which the
Committee shall credit all amounts
allocated to each such Participant under this Article IV: an Employee Regular
Pre-Tax Sub-Account, an Employee
Pre-Tax Catch-Up Sub-Account and an Employer Matching Sub-Account.


          (b)
Separate accounts shall be maintained
for all former Employee Participants who have an interest in the Plan.


          (c)
The maintenance of separate accounts
shall not require a segregation of the Trust assets and no Participant shall acquire any right to or interest in any
specific asset of the Trust as a result of the allocations provided for in the
Plan.


4.2 Allocation of Employee Pre-Tax Contributions


          A
Participant’s Regular Pre-Tax Contributions under Section 3.1(a) shall be
allocated to the Participant’s
Employee Regular Pre-Tax Sub-Account and shall be invested in accordance with the Participant’s outstanding Investment
Option specification. A Participant’s Catch-Up Pre-Tax Contributions under Section 3.1(b) shall be allocated to the
Participant’s Employee Pre-Tax Catch-Up Sub-Account and shall be invested in
accordance with the Investment Option specification designated by the
Participant for the investment of Regular Pre-Tax Contributions.


4.3 Allocation of Employer Matching Contributions


          As
of the end of each payroll period, the Employer Matching Contributions made on behalf of a Participant under Section 3.2 shall be
allocated to his Employer Matching Sub-


- 35 -






Account and shall be invested in
accordance with the Investment Option specification designated by the Participant for the investment of Regular
Pre-Tax Contributions. Notwithstanding the preceding sentence, Employer Matching Contributions with respect to
recharacterized Regular Pre-Tax
Contributions shall be made as soon as administratively practicable following
the end of the Plan Year for which
the Regular Pre-Tax Contributions were originally designated as Catch-Up Pre-Tax Contributions.


4.4 Allocation of Forfeitures


          Any
Forfeitures arising under Section 5.5(b)(2) shall be used to the extent
necessary to restore a reemployed
Participant’s prior Forfeiture pursuant to Section 5.5(b)(2) and/or shall be applied to reduce Employer Contributions
(including corrective allocations made to the Plan and earnings on such
corrective allocations).


4.5 Maximum Additions


          (a)
For the purpose of this Section 4.5, the following terms shall have the
following meanings:


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
“Annual Additions” means for
 any Limitation Year:


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(A)

	
The sum of the following amounts
 credited to a Participant’s account
 in all qualified defined contribution plans (which includes an annuity
 contract described in Code Section 403(b)) maintained by the Employer or an Affiliate (or a
 predecessor employer as defined in
 Regulation §1.415(f)-1(c)):


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(i)

	
Employer contributions, even if
 such Employer contributions are
 excess contributions (as described in Code Section 401(k)(8)(B)) or excess aggregate





- 36 -






	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
contributions (as described in
 Code Section 401(m)(6)(B)), or such
 excess contributions or excess aggregate contributions are corrected through distribution;


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(ii)

	
Employee contributions, which
 include mandatory employee contributions (as defined in Code Section 411(c)(2)(C) and Regulations thereunder) and
 voluntary employee contributions;


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(iii)

	
Forfeitures;


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(iv)

	
Contributions allocated to any
 individual medical account, as
 defined in Code Section 415(1)(2), which is part of a pension or annuity plan established pursuant to
 Code Section 401(h) and maintained
 by the Employer or an Affiliate;


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(v)

	
Amounts attributable to post-retirement medical
 benefits allocated to a separate account
 for a key employee (any Employee who, at any time during the Plan Year or any
 preceding Plan Year, is or was a
 key employee pursuant to Code Section 419A(d)), maintained by the Employer or
 an Affiliate; and


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(vi)

	
Effective as of the first day
 of the first Limitation Year beginning
 on or after July 1, 2007, the difference between the value of any assets
 transferred to the Plan and the consideration,
 where an Employee or the Employer





- 37 -






	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
transfers assets to the Plan in
 exchange for consideration that is
 less than the fair market value of the assets transferred to the Plan.


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
(B)

	
Notwithstanding the foregoing,
 a Participant’s Annual Additions
 do not include the following:


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(i)

	
The restoration of an Employee’s
 accrued benefit by the Employer in
 accordance with Code Section 41l(a)(3)(D) or Code Section 411(a)(7)(C) or resulting from the repayment of cashouts (as described in
Code Section
 415(k)(3)) under a governmental
 plan (as defined in Code Section 414(d)) for the Limitation Year in which the restoration occurs, regardless
 of whether the Plan restricts the timing of repayments
 to the maximum extent allowed by Code Section 411(a);


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(ii)

	
Catch-Up Pre-Tax Contributions
 made in accordance with Code
 Section 414(v) and Regulation §1.414(v)-l;


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(iii)

	
Effective as of the first day
 of the first Limitation Year beginning on or after July 1, 2007, a
 payment made to restore some or all of the
 Plan’s losses resulting from an action
 (or a failure to act) by a fiduciary for which there is reasonable risk of liability for breach of a
 fiduciary duty (other than a
 breach of fiduciary duty arising from failure to remit contributions to the Plan) under ERISA or
 under





- 38 -






	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
other
 applicable federal or state law, where Participants who are similarly situated are treated
 similarly with respect to the payments.
 This includes payments to the Plan made pursuant to a Department of Labor order, the Department of Labor’s Voluntary Fiduciary
Correction Program,
 or a court-approved settlement, to
 restore losses to a qualified defined contribution plan;


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(iv)

	
Excess
 elective deferrals that are distributed in accordance with Regulation
 §1.402(g)-l(e)(2) or (3);


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(v)

	
Rollover
 Contributions (as described in Code Sections 401(a)(31), 402(c)(l),
 403(a)(4), 403(b)(8), 408(d)(3), and 457(e)(16));


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(vi)

	
Repayments of loans made
 to a Participant from the Plan;


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(vii)

	
Repayments
 of prior Plan distributions described in Code Section 411(a)(7)(B)
 (in accordance with Code Section 41l(a)(7)(C)) and Code Section 41l(a)(3)(D) or repayment of contributions to a
 governmental plan (as defined in Code Section 414(d)) as described in Code
 Section 415(k)(3);


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(viii)

	
The
 direct transfer of a benefit or employee contributions from a qualified plan to a defined
 contribution plan;


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(ix)

	
The
 reinvestment of dividends on employer securities under an employee
 stock ownership plan pursuant to Code Section 404(k)(2)(A)(iii)(II); and





- 39 -






	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
(x)

	
Employee contributions to a
 qualified cost of living arrangement
 within the meaning of Code Section 415(k)(2)(B).


	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
“Limitation Year” means the
 calendar year unless changed by a Plan amendment. Notwithstanding the preceding, if the Plan is terminated effective as of a date
other than the last day
 of the Limitation Year, the Plan
 shall be treated as if it had been amended to change its Limitation Year. 





          (b)
Code Section 415 Limit


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
Notwithstanding anything
 contained herein to the contrary, in no event may the Annual Additions (except for Catch-Up Pre-Tax Contributions) made with respect
to a Participant for a
 Limitation Year under the Plan and any other defined contribution
 plan, within the meaning of Code Section
 415(c), maintained by an Employer or an Affiliate exceed the lesser of $40,000 (as adjusted pursuant to Code
 Section 415(d) for Plan Years
 beginning after 2002) or, 100% of his annual Section 415 Compensation from the Employer or an Affiliate
 for the Limitation Year. The
 compensation limitation referred to in the preceding sentence shall not apply to any contribution for medical benefits
 (within the meaning of Code
 Sections 401(h) or 419A(f)(2)) which is otherwise treated as an Annual Addition under Code Sections 415(a)(2) or
 415(I)(1). In the event a short Limitation Year is created because of an
 amendment changing the Limitation Year to a different 12-consecutive month
 period, the maximum





- 40 -






	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
amount indicated above shall
 be reduced pro rata in accordance with the number of months in the short Limitation Year.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
If due to a reasonable error in
 calculating a Participant’s Section 415 Compensation for a Plan Year, due to the allocation of forfeitures,
 or due to such other facts and
 circumstances as may justify the availability of this special rule, as determined by the Internal
 Revenue Service (“IRS”), the Annual
 Additions to the Participant’s Account under this Plan and any other defined contribution plan of the Employer
 exceeds the limitations of paragraph
 (a) for a Limitation Year, then the excess amounts may be corrected
 only in accordance with the IRS Employee Plans Compliance Resolution System as set forth in Revenue Ruling
 2008-50 or any superseding guidance
 including, but not limited to, the preamble to the final Code Section 415 regulations as published
 in the Federal Register on April
 5, 2007.


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
(3)

	
The provisions of Code Section
 415 are hereby incorporated by reference to the extent not provided above.





- 41 -






ARTICLE V
DISTRIBUTIONS



5.1 Normal Retirement


          Upon
the retirement of a Participant on or after attaining his Normal Retirement
Age, the value of his entire
Individual Account (as determined under Section 5.10) automatically shall become 100% vested and shall become payable as
soon as administratively feasible following his retirement. The Committee shall thereupon direct the Trustee to
distribute to the retiring Participant
such amount in accordance with Section 5.6.


5.2 Disability


          Upon
the Total and Permanent Disability of a Participant, the value of his entire Individual Account (as determined under Section
5.10) automatically shall become 100% vested. As soon as administratively feasible following a Participant’s Total and
Permanent Disability, the Committee
shall direct the Trustee to distribute to the Participant such amount in
accordance with Section 5.6. Notwithstanding the preceding sentence, pursuant
to Section 5.7(b), consent of the Participant may be required before
distribution can be made.


5.3 Death Before Retirement or Termination of
Employment


          (a)
Upon the death of a Participant before retirement or termination of employment,
the value of such Participant’s
entire Individual Account (as determined under Section 5.10) automatically shall become 100% vested and shall
become payable in accordance with subsection
(b). The Committee shall direct the Trustee to distribute to the deceased
Participant’s Beneficiary such amount in accordance with Section 5.6. After the
death of the Participant and before distribution of the Participant’s
Individual Account balance, the Participant’s Beneficiary shall be entitled to select the Investment Options
in which the Individual Account will be


- 42 -






invested in accordance with the
same rules then applicable to Participant selection of Investment Options.


	
 

	
 


	
 

	
(b) (1) If a Participant then
 dies, the Beneficiary shall receive the Individual Account (other than the Money Purchase Plan
 Sub-Account, if any, and any other sub-account attributable to a money
 purchase pension plan as indicated in Appendix B or Appendix C) in a lump sum or in installments under
 Section 5.6(c) as soon as administratively
 feasible unless the Beneficiary defers the distribution subject to Section 5.9(c). The provisions of subsection (2) below
 shall apply to the Money Purchase Plan Sub-Account (and any other sub-account attributable to a money
 purchase pension plan as indicated
 in Appendix B or Appendix C) if a Participant dies with his surviving spouse as Beneficiary.


	
 

	
 


	
 

	
          (2)
 If a Participant dies with his surviving spouse as Beneficiary, the Money Purchase Plan Sub-Account and any other
 sub-account attributable to a money purchase pension plan as indicated in Appendix B or Appendix C (if the total
 value of the Individual Account,
 other than the Rollover Contribution Sub-Account, is not less than $5,000) shall be paid by purchase of an annuity
 contract providing for annuity payments for the spouse’s lifetime, unless the spouse elects to receive the
 Money Purchase Plan Sub-Account
 (and any other sub-account attributable to a money purchase pension plan as
 indicated in Appendix B or Appendix C) in a lump sum or in installments under
 Section 5.6(c). Subject to Section 5.9(c),
 payments shall commence at a time designated by the spouse, but in no event earlier than a date that falls as soon
 as administratively feasible following
 the Participant’s date of death. This subsection (2) applies only if the





- 43 -






	
 

	
 


	
 

	
Participant has a Money
 Purchase Plan Sub-Account or any other sub-account attributable to a money purchase pension plan as
 indicated in Appendix B or Appendix C.





5.4 Death After Retirement or
Termination of Employment


          (a)
Upon the death of a Participant who has
terminated employment but who has not received (or begun receiving) his
benefit under Section 5.6, the value of the vested portion of such Participant’s Individual Account (as
determined under Section 5.5(b)(2) and Section 5.10) shall become payable in accordance with
subsection (b). (For any Participant who has begun benefit payments under Section 5.6, the provisions
of such form of distribution shall control any payments upon the death of such Participant.) The Committee shall direct
the Trustee to distribute to the
deceased Participant’s Beneficiary such amount in accordance with Section 5.6. After the death of the Participant and before
distribution of the Participant’s Individual Account balance, the Participant’s
Beneficiary shall be entitled to select the Investment Options in which the
Individual Account will be invested in accordance with the same rules then
applicable to Participant selection of
Investment Options.


	
 

	
 


	
 

	
(b) (1) If a Participant then dies, the Beneficiary
 shall receive the Individual Account
 (other than the Money Purchase Plan Sub-Account, if any, and any other sub-account attributable to a money purchase pension
 plan as indicated in Appendix B or Appendix
 C) in a lump sum or in installments under Section 5.6(c) as soon as administratively feasible unless the
 Beneficiary defers the distribution subject to Section 5.9(c). The provisions of subsection (2) below
 shall apply to the Money Purchase Plan Sub-Account and any other sub-account attributable to a money
 purchase pension plan as indicated
 in Appendix B or Appendix C if a Participant dies with his surviving spouse
 as Beneficiary.





- 44 -






	
 

	
 


	
 

	
          (2)
 If a Participant dies with his surviving spouse as Beneficiary, the Money Purchase Plan
 Sub-Account and any other sub-account attributable to a money purchase pension plan as
 indicated in Appendix B or Appendix C (if the total value of the Individual Account,
 other than the Rollover Contribution Sub-Account, is not less than $5,000)
 shall be paid by purchase of an annuity contract providing for annuity
 payments for
 the spouse’s lifetime, unless the spouse elects to receive the Money Purchase
 Plan Sub-Account
 and any other sub-account attributable to a money purchase pension plan as
 indicated in Appendix B or Appendix C in a lump sum or in installments under
 Section 5.6(c). Subject to Section 5.9(c), payments shall commence at a time
 designated by the spouse, but in no event earlier than a date that falls as
 soon as administratively feasible following the Participant’s date of death. This
 subsection (2) applies if the Participant has a Money Purchase Plan
 Sub-Account or any other sub-account attributable to a money purchase pension plan as indicated in
 Appendix B or Appendix C. 





5.5 Termination
of Employment


          (a)
Upon
the termination of employment of a Participant due to a reduction-in-force, the value of his entire Individual Account
(as determined under Section 5.10) automatically shall become 100% vested. As soon as administratively feasible following a
Participant’s termination of
employment due to a reduction-in-force, the Committee shall direct the Trustee
to distribute to the Participant such
amount in accordance with Section 5.6. Notwithstanding the preceding sentence, pursuant to Section 5.7(b), consent of
the Participant may be required before distribution
can be made.


	
 

	
 


	
 

	
(b) (1) Upon termination of employment for any reason
 other than retirement under Section 5.1, disability under Section 5.2, death
 under Sections 5.3 and 5.4, or





- 45 -






	
 

	
 

	
 


	
 

	
reduction-in-force under
 subsection (a) above, a Participant shall be entitled to a distribution of the value of the vested portion
 of his Individual Account (as determined under paragraph (b)(2) below and Section 5.10).


	
 

	
 


	
 

	
                    As
 soon as administratively feasible following a Participant’s termination of employment, the Committee shall direct the
 Trustee to distribute to such Participant the value of the vested portion of his Individual Account,
 Notwithstanding the preceding sentence,
 pursuant to Section 5.7(b), consent of the Participant may be required before
 distribution can be made.


	
 

	
 


	
 

	
 

	
(2) (A) A Participant shall at
 all times have a 100% vested percentage in the balance of his Employee Pre-Tax Contributions, Rollover
 Contributions, Employer Matching,
 Money Purchase Plan, Vested Company Stock Dividend and Vested Money Purchase Plan Dividend
 Sub-Accounts, as applicable.


	
 

	
 


	
 

	
 

	
          (B)
 A Participant shall have a vested percentage in the balance of his Employer Prior Plan Matching Contributions made
 before 2009 determined in accordance
 with the following schedule:








	
 

	
 

	
 


	
Years of Vesting Service

	
 

	
Vested Interest


	


	


	



	
Less
 than 1 year

	
 

	
0 

	
%


	
1
 but less than 2 years

	
 

	
20 

	
%


	
2
 but less than 3 years

	
 

	
40 

	
%


	
3
 but less than 4 years

	
 

	
60 

	
%


	
4
 but less than 5 years

	
 

	
80 

	
%


	
5
 or more years

	
 

	
100
 

	
%








	
 

	
 

	
 


	
 

	
 

	
          (C)
 Notwithstanding the foregoing, if a Participant is employed by an Employer or an Affiliate on his Normal
 Retirement Date, the date of determination
 of his Disability or the date he dies, he shall be 100% vested in his entire Individual Account.





- 46 -






          (c)
In the event a Participant who terminated his employment with an
Employer is reemployed as an Employee prior
to receiving a distribution of his Individual Account, he shall not be entitled
to a distribution as provided in this Section 5.5 due to such termination, but
shall be entitled to a distribution
as determined herein upon any subsequent termination of employment for any reason.


          (d)
If the Plan’s vesting schedule is
amended, or the Plan is amended in any way that directly or indirectly affects the computation of a Participant’s vested
percentage, each Participant who has
completed three (3) or more Years of Vesting Service, may elect, within the period described below, to have his vested
percentage determined without regard to such amendment or change. The period referred to in the preceding sentence
will begin on the date the amendment
of the vesting schedule is adopted and will end 60 days thereafter or, if
later, 60 days after the later of:


	
 

	
 

	
 


	
 

	
(1)

	
the date on which such
 amendment becomes effective; and


	
 

	
 

	
 


	
 

	
(2)

	
 the date on which the
 Participant is issued written notice of such amendment by the Committee.





          (e)
In General — Any portion of a Participant’s Individual Account in which he is not vested upon his Severance from Service
Date
for any reason will be forfeited as of the earlier of:


	
 

	
 

	
 


	
 

	
(1)

	
the last day of the Plan Year
 in which the Participant incurs five (5) consecutive One-Year Periods of Severance; or


	
 

	
 

	
 


	
 

	
(2)

	
the distribution of the
 balance of the Participant’s entire vested Individual Account.





- 47 -






          (f)
Withdrawal of Vested Portion — If a
withdrawal is made at a time when a Participant
has a vested right to less than 100% of the value of his entire Individual
Account and the non-vested portion
of his Individual Account has not yet been forfeited pursuant to paragraph (e)
above:


	
 

	
 

	
 


	
 

	
(1)

	
separate sub-accounts shall be
 established for the Participant’s interest in his non-vested Sub-Accounts as of the time of distribution; and


	
 

	
 

	
 


	
 

	
(2)

	
at any relevant time the Participant’s vested
 portion of the separate sub-accounts
 shall be an amount (“X”) determined by the formula:





X=P(AB+ (RxD))-(RxD).


	
 

	
 


	
 

	
For purposes of the above
 formula: P is the vested percentage at the relevant time; AB is the particular Sub-Account balance
 at the relevant time; D is the amount
 of the distribution; and R is the ratio of such Sub-Account balance at the relevant time to such Sub-Account balance after
 distribution.





          (g)
Deemed Distribution — For purposes of
paragraph (e)(2) above, in the case of a terminated Participant whose
vested benefit is zero, such Participant shall be deemed to have received a distribution of the balance of his
entire vested Individual Account as of his Severance from Service Date.


          (h)
Application of Forfeitures — Forfeitures occurring during the Plan Year first
shall be used to reinstate
previously forfeited sub-accounts of former Participants, if any, and any
remaining forfeitures then will be used to reduce Employer Matching
Contributions to the Plan, or will
be used to pay Plan expenses.


          (i)
Restoration of Forfeited Sub-Accounts


	
 

	
 

	
 


	
 

	
(1)

	
Notwithstanding anything herein to the contrary, if
 a Participant forfeits any portion of his
 Individual Account pursuant to this Section but returns





- 48 -






	
 

	
 

	
 


	
 

	
 

	
to the employ of an Employer or
 an Affiliate, the amount forfeited will be recredited to the Participant’s non-fully-vested Sub-Accounts if he
 repays to the Plan the full amount
 of the prior distributions, without interest, prior to the earlier of:


	
 

	
 

	
 


	
 

	
 

	
(A) five (5) consecutive One-Year Periods of
 Severance; or


	
 

	
 

	
 


	
 

	
 

	
(B) the 5th anniversary of his
 Reemployment Commencement Date. In
 the case of a Participant whose Severance from Service date occurred prior to his earning a vested interest in his
 Individual Account and who was deemed to have received a distribution
 of such vested interest under paragraph
 (g) above, the amount forfeited will be recredited to his Individual Account if he is reemployed by an
 Employer or an Affiliate prior to
 incurring five (5) consecutive One-Year Periods of Severance.


	
 

	
 

	
 


	
 

	
(2)

	
A Participant’s vested percentage in the
 amount recredited under this paragraph
 (i) will thereafter be determined under the terms of the Plan as if no forfeiture had occurred. The monies
 required to effect the restoration of
 a Participant’s Individual Accounts shall come from other Participant’s Individual Accounts forfeited in accordance with
 this Section or, if necessary,
 additional Employer contributions.





5.6 Method of Payment 


          (a)
Normal Form


	
 

	
 


	
 

	
          (1)
 The normal form of distribution under the Plan is a lump sum. All Participants are subject to this paragraph
 except such Participants as described in paragraph (3) who have a portion of their Individual Account
 attributable to the Money





- 49 -






	
 

	
 


	
 

	
Purchase Plan Sub-Account or
 any other sub-account attributable to a money purchase pension plan as indicated in Appendix B or
 Appendix C. Lump sum payments from investments
 held in the Company Stock Fund may be distributed in cash or in Company Stock, at the election of the Participant. In
 the absence of a valid election on the part of the Participant, payments from investments held in the Company Stock
 Fund shall be distributed in cash.
 Payments from other investments shall be made only in cash.


	
 

	
 


	
 

	
          (2)
 During the 180-day period ending on
 the day his distribution commences, such
 Participant may elect to have his benefit hereunder paid under the normal
 form or one of the options set forth in
 subsection (c)(l) in lieu of the normal form provided for in paragraph (1) above.


	
 

	
 


	
 

	
          (3)
 Notwithstanding the above, the
 automatic form for a married Participant with a Money Purchase Plan Sub-Account or any other sub-account
 attributable to a money purchase
 pension plan as indicated in Appendix B or Appendix C is a qualified joint and survivor annuity with one-half of the
 Participant’s lifetime amount payable after his death to his surviving
 spouse. The automatic form for an unmarried Participant with a Money Purchase Plan Sub-Account or any other
 sub-account attributable to a money purchase
 pension plan as indicated in Appendix B or Appendix C is a single life
 annuity. 





          (b)
Election Procedures


	
 

	
 


	
 

	
          (1)
 No less than seven and no more than 180 days before distribution of a Participant’s benefit commences, each
 Participant with a Money Purchase Plan Sub-Account (or any other sub-account attributable to a money purchase
 pension plan as indicated in Appendix B or Appendix C) and his spouse (if
 any) shall be given a written notice
 to the effect that if the Participant is married on the date of commencement
 of





- 50 -






	
 

	
 

	
 


	
 

	
payments, benefits will be
 payable in the form of a “qualified joint and survivor annuity” under subsection (d) unless the Participant,
 with the consent of his spouse, elects to the contrary prior to the commencement
 of payments. Consent of the spouse is not required for an election under (c)(3) if the Beneficiary
 is not the spouse. The notice shall describe, in a manner intended to be understood by the Participant and his
 spouse, the terms and conditions of the qualified joint and survivor annuity,
 the financial effect of the election of
 an optional form or absence of election, the rights of the Participant to
 elect an optional form or to
 revoke such an election, and the rights of the Participant’s spouse to consent
 to an election of an optional form. In addition, the notice shall inform the Participant that he has 30 days to elect whether
 to have benefits paid in an optional form.


	
 

	
 


	
 

	
          (2)
 During the 180-day period ending on
 the day his distribution commences, such
 Participant may elect to have his benefit hereunder paid under the normal
 form or any one of the options set
 forth in subsection (c) in lieu of the normal form provided for in subsection (a).


	
 

	
 


	
 

	
          (3)
 A Participant who desires to have his benefit hereunder paid under one
 of the optional methods provided in
 subsection (c) shall make such an election by making an Appropriate Request. An election by a
 Participant to receive his retirement benefit under any of the optional
 methods of payment as provided in subsection (c) may be revoked by such Participant at any time and any number of
 times during the 180-day period ending on the day his benefit payments commence. After retirement benefit
 payments have commenced, no
 elections or revocations of an optional method will be permitted under any circumstances.





- 51 -






	
 

	
 


	
 

	
(c) Available Options


	
 


	
 

	
          (1)
 Monthly, quarterly or annual
 installments from the Trust Fund over a period not to exceed the lesser of: (A) 10 years, or (B) the life
 expectancy of the Participant or the
 joint life expectancies of the Participant and his Beneficiary, in either case
 determined at the time payments commence. Life expectancies shall be
 determined when payments commence and shall not thereafter be recalculated.
 Installment payments shall be made pro-rata from the various Sub-Accounts within
 the Participant’s Individual Account.


	
 


	
 

	
          (2)
 An annuity contract, purchased from
 an insurance company (or similar source)
 by the Committee utilizing the value of the vested portion of the
 Participant’s Individual Account,
 which provides for equal monthly payments over the Participant’s lifetime and which contains such other terms and
 provisions as may be approved in writing by such Participant.


	
 


	
 

	
          (3)
 An annuity contract, purchased from
 an insurance company (or similar source)
 by the Committee utilizing the value of the vested portion of the
 Participant’s Individual Account,
 which provides for equal monthly payments over the Participant’s lifetime
 and for such monthly payments (or one-half thereof or three-quarters thereof)
 to be continued after his death to the
 Participant’s designated Beneficiary over the lifetime of the Beneficiary. If the designated
 Beneficiary is not living at the death of the Participant, no
 additional benefit shall be payable hereunder. Such annuity contract shall contain such other terms and provisions as may
 be approved in writing by the electing Participant.





- 52 -







	
 

	
 


	
 

	
          (4)
 An annuity contract, purchased from an insurance company (or similar source) by the
 Committee utilizing the value of the vested portion of the Participant’s
 Individual Account, which provides for equal monthly payments over the
 Participant’s lifetime and in the event of his death before 120 monthly payments
 have fallen due, such payments shall be continued to the Participant’s designated
 Beneficiary until the remainder of the 120 monthly payments have been paid.
 Such annuity contract shall contain such other terms and provisions as may be
 approved in writing by the electing Participant. (This optional method shall
 not be available to a Beneficiary.) 


	
 

	
 


	
 

	
(d) Qualified
 Joint and Survivor Annuity





          If
a Participant is married on the date distribution of his Individual Account
commences, a joint and survivor annuity with one-half of the Participant’s
lifetime amount payable after his death to his surviving spouse (to whom he was
married on the date payments to the Participant first commenced) as his
Beneficiary must be elected or another joint and survivor annuity described in (c)(3) must
be elected in lieu thereof or the Participant’s spouse must consent in writing to any other
form elected. Such consent shall acknowledge its effect and be witnessed by a
Committee member (or an authorized representative) or a notary public. Spousal
consent is not required if there is no spouse, the spouse cannot be located or
under such other circumstances as may be prescribed by regulations. Any spousal
consent shall only be applicable to the spouse granting such consent.


5.7 Cash-Outs;
Consent


	
 

	
 


	
 

	
(a) (1)
 If a Participant retires under Section 5.1, becomes disabled under Section 5.2 or terminates
 employment under Section 5.5 and the value of the vested portion of his Individual Account
 (as determined under Section 5.10) does not exceed $1,000 as of the





- 53 -







	
 

	
 


	
 

	
first
 date thereafter upon which such Individual Account is valued for purposes of determining if it
 exceeds $1,000, the Committee shall direct the Trustee to distribute to the Participant such
 amount in accordance with Section 5.6(a) as soon as administratively feasible following
 such Valuation Date. If the value of the vested portion of such a Participant’s
 Individual Account exceeds $1,000 upon such Valuation Date, but is $1,000 or less as of any
 subsequent date upon which such Individual Account is valued for purposes of determining
 if it exceeds $1,000, the Committee shall direct the Trustee to distribute to
 the Participant such amount in accordance with Section 5.6(a) as soon as administratively
 feasible following such Valuation Date.


	
 

	
 


	
 

	
          (2)
 If a Participant dies under Sections 5.3 or 5.4 and the value of the vested portion of his Individual Account (as
 determined under Section 5.10) does not exceed $5,000 as of the first date
 thereafter upon which such Individual Account is valued for purposes of
 determining if it exceeds $5,000, the Committee shall direct the Trustee to
 distribute to the Participant’s Beneficiary such amount in accordance with
 Section 5.6(a) as soon as administratively feasible following such Valuation
 Date. If the value of the vested
 portion of such a Participant’s Individual Account exceeds $5,000 upon such Valuation Date, but is $5,000 or less as of any
 subsequent date upon which such Individual
 Account is valued for purposes of determining if it exceeds $5,000, the
 Committee shall direct the Trustee to distribute to the Participant’s
 Beneficiary such amount in
 accordance with Section 5.6(a) as soon as administratively feasible following
 such Valuation Date.





          (b)
If a Participant becomes disabled under Section 5.2 or terminates employment under Section 5.5 and the value of the vested
portion of his Individual Account (as determined


- 54 -






under
Section 5.10) exceeds $1,000 (and such value exceeds $1,000 as of each
subsequent date upon which such Individual Account is valued for purposes
of determining if it exceeds $1,000), then no distribution shall be made prior to the
Participant’s “required beginning date” under Section 5.9(f)(5) unless he consents to the
making of such distribution through an Appropriate Request. Distribution shall
commence no later than 90 days from the date the consent of the Participant is obtained.
The Participant shall be given a notice of the right to defer any distribution until his
“required beginning date” under Section 5.9(f)(5). Such notification shall be addressed no less
than 30 days and no more than 90 days prior to the date distribution commences.
Notwithstanding the preceding sentence, distribution may commence less than 30 days after the
notification was addressed, as long as the notification 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.


5.8 Benefits
to Minors and Incompetents


          (a)
In case any person entitled to receive payment under the Plan shall be a minor,
the Committee, in its discretion, may distribute such payment in any one or
more of the following ways:


	
 

	
 


	
 

	
          (1)
 By
 payment thereof directly to such minor;


	
 

	
 


	
 

	
          (2)
 By
 application thereof for the benefit of such minor;


	
 

	
 


	
 

	
          (3)
 By
 payment thereof to either parent of such minor or to any person who shall be legally
 qualified and shall be acting as guardian of the person or the property of such minor, provided
 the parent or adult person to whom any amount shall be paid shall have advised the
 Committee in writing that he will hold or use such amount for the benefit of such
 minor.





- 55 -






          (b)
In
the event a person entitled to receive payment under the Plan is physically or mentally incapable of
personally receiving and giving a valid receipt for any payment due (unless prior claim
therefor shall have been made by a duly qualified legal representative of such person), such payment in
the discretion of the Committee may be made to the spouse, son, daughter, parent,
brother or sister of the recipient or to any other person who is responsible
for the
welfare of such recipient.


          (c)
Any
payments made under subsections (a) or (b) shall, to the extent of the payments, fully discharge the obligations of
the Committee and the Plan to any other person making a claim hereunder with respect to such payments.


5.9 Payment
of Benefits


          (a) Except as
provided in subsection (b), in the event a Participant’s Individual Account shall be due and payable under this Article
V and the Participant has not elected otherwise
in accordance with the Plan, any payment of benefits to the Participant shall
begin not later than 60 days after the close of the Plan Year in which occurs
the latest of:


	
 

	
 


	
 

	
          (1) the date on which the
 Participant attains age 65;


	
 

	
 


	
 

	
          (2) the 10th anniversary of
 the date in which the Participant commenced participation in the Plan; and


	
 

	
 


	
 

	
          (3) termination of
 employment of the Participant with the Employer.





          (b) The
requirements of subsections (b) – (e) of this Section 5.9 will apply for purposes
of determining required minimum distributions and will take precedence over any
inconsistent provisions of the Plan. All
distributions required under subsections (b) – (e) will be determined and made in accordance with the
Treasury regulations under Code Section 401(a)(9).


- 56 -






          (c) (1)
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)
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:


                              (A)
If
the Participant’s surviving spouse is the Participant’s sole “designated
beneficiary,” then, except as provided in paragraph (4) below, 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 701⁄2, if later.


                              (B)
If
the Participant’s surviving spouse is not the Participant’s sole “designated
beneficiary,” then, except as provided in paragraph (4) below, distributions to
the “designated
beneficiary” will begin by December 31 of the calendar year immediately
following the calendar year in which the Participant died.


                              (C)
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.


                              (D)
If
the Participant’s surviving spouse is the Participant’s sole “designated
beneficiary” and the surviving spouse dies after the Participant but before distributions to the surviving
spouse begin, this paragraph (2), other than subparagraph (A), will apply as if
the surviving spouse were the Participant.


                                        For
purposes of this
paragraph (2) and subsection (e), distributions are considered to begin on the Participant’s
“required beginning date” (or, if subparagraph (D)


- 57 -






applies,
the date distributions are required to begin to the surviving spouse under
subparagraph (A)). If distributions under an annuity purchased from any insurance company
irrevocably commence to the
Participant before the Participant’s “required beginning date” (or to the surviving spouse before the date
distributions
are required to begin to the surviving spouse under subparagraph (A)), the date distributions are considered
to begin is the date distributions actually commence.


               (3)
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 subsections
(d) and (e) of this Section 5.9. 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 Treasury regulations.


               (4)
Notwithstanding paragraph (2), if a
Participant dies before distributions begin
and there is a “designated beneficiary,” distribution to the “designated
beneficiary” is not required to begin by the date specified in paragraph (2),
but 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. 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 either the Participant or
the surviving spouse begin, this paragraph (4) will apply as if the surviving spouse were the
Participant. This paragraph shall apply to distributions in the form of a lump sum.


          (d) (1)
During the Participant’s lifetime, the minimum amount that will be distributed for each
“distribution calendar year” is the lesser of:


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                     (A)
the
quotient obtained by dividing the “Participant’s account balance” by the
distribution period in the Uniform Lifetime Table in section 1.401(a)(9)-9 of
the Treasury
regulations, using the Participant’s age as of the Participant’s birthday in
the “distribution
calendar year”; or


                     (B)
if the Participant’s sole “designated
beneficiary” for the “distribution calendar year” is the Participant’s spouse,
the quotient obtained by dividing the “Participant’s account balance” by the
number in the Joint and Last Survivor Table in section 1.401(a)(9)-9 of the Treasury regulations, using the Participant’s and
spouse’s attained ages as of the
Participant’s and spouse’s birthdays in the “distribution calendar year.”


               (2)
Required minimum distributions will be determined under this subsection (d) beginning with the first “distribution
calendar year” and up to and including the “distribution calendar year” that
includes the Participant’s date of death.


          (e) (1)
(A) 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:


                                        (i)
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.


                                        (ii)
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


- 59 -






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.


                                        (iii)
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.


                          (B)
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) (A)
Except as provided in subsection (c)(4), 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 paragraph (1).


                          (B)
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


- 60 -






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.


                              (C)
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 subsection (c)(2)(A),
this paragraph (2) will apply as if the surviving spouse were the Participant.


          (f) For purposes of
this Section 5.9, the following words and phrases shall have the meanings indicated:


                    (1)
Designated beneficiary – The individual who is
designated as the Beneficiary under Section 2.3 of the Plan and is the “designated
beneficiary” under Code Section 401(a)(9) and section 1.401(a)(9)-l, Q&A 4, of the
Treasury regulations.


                    (2)
Distribution calendar
year – 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
pursuant to subsection (c)(2). 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.”


- 61 -






                    (3)
Life expectancy – Life expectancy as
computed by use of the Single Life Table in section 1.401(a)(9)-9 of the Treasury
regulations.


                    (4)
Participant’s account
balance
– 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 balance 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.


                    (5)
Required beginning date – The April 1 of the
calendar year following the later of (A) the calendar year in which the Participant
attains age 701⁄2, or (B) the
calendar year in which the Participant retires. Notwithstanding the preceding sentence,
the “required beginning date” of
a Participant who is a “five-percent owner” (as defined in Code Section 416(i))
with respect to the Plan Year ending in the
calendar year in which the Participant attains age 701⁄2 is the April 1 of the calendar year following the calendar year in which
the Participant attains age 701⁄2.


5.10 Valuation
of Accounts


          A
Participant’s Individual Account (or applicable sub-account thereof) shall be
valued at fair market value as of the last day of the Plan Year (the “Valuation
Date”). At the discretion of the Committee, its delegate or a Trustee (whichever
applies), some or all of the assets of the Trust may be valued more frequently. These dates also shall be
Valuation Dates. As of each such Valuation
Date, the earnings and losses of the Trust Fund shall be allocated to each


- 62 -






Participant’s Individual
Account (or applicable sub-account thereof) pursuant to a consistent non-discriminatory method selected by the
Committee.


5.11 Direct
Rollovers


          (a) Notwithstanding
any provision of the Plan to the contrary that would otherwise limit a
distributee’s election under this Section, a distributee may elect, at the time
and in the manner prescribed by the
Committee, to have any portion of an eligible rollover distribution paid directly to an eligible retirement plan specified
by the distributee in a direct rollover.


          (b) (1) An
“eligible
rollover distribution” is 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: 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; any distribution to the extent such distribution
is required under
Section 401(a)(9) of the Code; any hardship distribution; the portion of any
distribution that
is not includible in gross income (determined without regard to the exclusion
for net unrealized
appreciation with respect to employer securities) unless such portion is
transferred to an individual
retirement account or annuity described in Code Sections 408(a) or (b), or to a
qualified plan described in Code Section 401(a) or to an annuity contract
described in Code Section 403(b) which in each case 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; and any distribution that is reasonably expected to total less than $200 during
a year.


- 63 -






                    (2)
An
“eligible retirement plan” is an individual retirement account described in Code Section 408(a), an individual
retirement annuity described in Code Section 408(b), a Roth IRA described in Code Section 408A (if the direct rollover meets
the requirements of Code Sections
402(c), 403(b)(8) or 457(c)(16), as applicable), an annuity plan described in
Code Section 403(a), a qualified plan
described in Code Section 401(a), an annuity contract described in Code
Section 403(b) or an eligible plan under Code Section 457(b) maintained by a
state, political subdivision of a state, or
any agency or instrumentality of a state and which agrees to separately account for amounts transferred into such
plan from this Plan. An “eligible retirement plan” for a distributee who is a
designated beneficiary (as defined by Section 401(a)(9)(E) of the Code) of the Participant and who is not the
surviving spouse of the Participant is an individual retirement account described in Code Section
408(a) or an individual retirement annuity described in Code Section 408(b) that will be treated as an inherited IRA
pursuant to Code Section 402(c)(11).


                     (3) A
“distributee”
includes 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. A distributee also shall include an individual who is a designated
beneficiary (as defined by
Section 401(a)(9)(E) of the Code) of the Participant and who is not the
surviving spouse of the Participant.


                     (4) A
“direct rollover” is a
payment by the Plan to the eligible retirement plan specified by the
distributee.


- 64 -






5.12 Payment to Alternate
Payee Under QDRO


          (a)
Notwithstanding
any other provision of this Plan, once the Committee determines that a domestic relations
order is a qualified domestic relations order (“QDRO”) within the meaning of ERISA Section 206(d)(3), unless
the QDRO specifically provides otherwise, the alternate
payee specified in the QDRO may, through an Appropriate Request, elect to
receive a distribution of the amount
assigned to the alternate payee in the QDRO in accordance with Section 5.6(a). The Committee shall direct the
Trustee to distribute to the alternate payee such amount as soon as
administratively feasible following receipt of an Appropriate Request made by the alternate payee.


          (b)
Notwithstanding
any other provision of the Plan, upon receipt of an executed QDRO, upon receipt of a
joinder that references the Plan, or upon direction provided the Plan’s recordkeeper by the
Committee, the Plan’s recordkeeper shall place a disbursement restriction upon the Participant’s
Individual Account. The scope and duration of such disbursement restriction shall be
determined by procedures adopted by the Committee and applied in a uniform and
nondiscriminatory manner.


          (c)
An administrative charge,
in an amount determined by the Committee, may be imposed on the Individual Account of a Participant who is subject to a
domestic relations order received on or after such date and on the separate
account established on behalf of the alternate payee specified in the order. Such charge shall be imposed pursuant to
procedures adopted by the Committee
and applied in a uniform and nondiscriminatory manner.


5.13 Distribution Upon
Severance from Employment


          A
Participant’s Employee Regular Pre-Tax Sub-Account and Employee Pre-Tax Catch-Up Sub-Account may be
distributed upon a “severance from employment,” as such term is


- 65 -






defined
under Code Section 401(k)(2)(B)(i)(I). However, such a distribution shall be
subject to the other provisions of the Plan regarding distributions. 


5.14 Voluntary
Direct Transfers


          A
Participant whose employment status has changed so that he no longer is
eligible for active participation in the Plan and who is not expected to regain such
eligibility in the foreseeable future, may request a distribution from his Individual
Account prior to his Severance from Service Date. Such Individual Account may
be distributed only through transfer to another cash or deferred arrangement under Code Section 401(k) maintained by
the Employer or an Affiliate under which the Participant currently is, or soon will be,
eligible to participate. The provisions of Section 5.5(d) shall apply to the
vesting schedule of such transferee plan as if an amendment to the
vesting schedule of this Plan. Payments made pursuant to this Section shall
operate as a
complete discharge of the Trustee, the Committee and the Trust Fund.


- 66 -






ARTICLE
VI


LOANS
AND WITHDRAWALS


6.1 Loans
to Participants


          A
Participant who is a “party in interest” as defined in ERISA Section 3(14) may,
by making
an Appropriate Request, request a loan from the Trust Fund. The following
additional rules shall apply:


          (a)
Loans
shall be made available to all eligible Participants on a reasonably equivalent basis;
provided, however, that the Committee shall retain the power to approve or decline a loan and may
make reasonable distinctions based upon creditworthiness, other obligations of the
Participant, state laws affecting payroll deductions, and any other factors
that may adversely affect the Employer’s ability to deduct loan repayments from
a Participant’s pay.


          (b)
A Participant may only have one loan
outstanding at any time. For purposes of this subsection (b), a loan that is deemed in default under subsection
(h) shall be treated as outstanding.


          (c)
The
minimum new loan amount shall be $1,000. If a Participant’s Individual Account balance is
insufficient to support the minimum loan amount loan because of the maximum loan restrictions set forth below, no
loan shall be made. The maximum amount of any loan,
when added to the outstanding balance of any existing loan from this Plan, shall
be the lesser of (1) and (2):


	
 

	
 


	
 

	
          (1)
 $50,000 reduced by the excess of the highest outstanding balance of loans from the Plan during
 the one-year period ending on the day before the date the loan is made over the outstanding balance of loans
 from the Plan on the date the loan is made.





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          (2)
 One half of the value of the vested portion of the Participant’s Individual





          Account
on the date the loan is made.


          For
purposes of this subsection (c), a loan that is deemed in default under
subsection (h) shall be treated as an
existing loan, and interest accrued on such loan since it was deemed in default shall be considered part of the
outstanding balance of such loan.


          (d)
All loans shall be repayable over a
period of not more than five years, except that a loan used by the Participant to acquire any dwelling unit which within
a reasonable time is to be used
(determined at the time the loan is made) as a principal residence of the
Participant shall be repayable over a period of not more than 10 years.


          (e)
Each loan shall be secured by one-half of the value of the vested
portion of the Participant’s Individual
Account balance; shall bear interest at a rate of one percent (1%) above the Prime Rate in effect on the last day of the
calendar quarter coincident with or next preceding the calendar quarter in which the loan is applied
for; shall be repaid in accordance with a reasonable repayment schedule requiring substantially level payments of
principal and interest; and shall be
evidenced by a written promissory note setting forth the terms of the loan. A
Participant may prepay the entire outstanding loan balance without penalty.
Except for an outstanding loan upon
a Participant’s retirement, Total and Permanent Disability or termination of employment pursuant to subsection (i), all
loans shall be repaid by payroll deduction.


          (f)
There may be an administrative charge
imposed on each new loan in an amount determined
by the Committee.


          (g)
Each loan shall be considered a
separate investment option of the Individual Account of the Participant. Notwithstanding Section 4.1(c), when a loan
is made, the amount of the loan shall
be withdrawn from sub-accounts within the Participant’s Individual Account


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among
the separate Investment Options in which each sub-account is invested and
transferred to a
segregated loan account maintained in his name. The loan amount shall be
withdrawn from the vested portions of the
sub-accounts within the Individual Account in such order as the Committee
shall determine. Within each sub-account, the loan amount shall be withdrawn
from the separate Investment Options on a
pro-rata basis based on the Participant’s outstanding Investment Option specification. Payments of
principal and interest against a loan shall thereafter be allocated
ratably among the sub-accounts from which the loan was withdrawn and invested
in accordance with a Participant’s outstanding Investment Option specification.


          (h)
In the event a Participant defaults on a loan from this Plan, the Plan shall
not foreclose on so much
of the Participant’s Individual Account as is given as collateral for the loan until a distributible event occurs under the Plan.
For purposes of this Plan and subject to subsection (j), a Participant shall be deemed to be in default on a loan
if he fails to make any installment payment within 90 days after the due date
for such payment. Except for purposes of subsection (c), upon default,
interest on the outstanding loan balance shall cease to accrue.


          (i)
In the event of the retirement, Total and Permanent Disability, death, or termination of
employment of a Participant, the unpaid balance of any outstanding loan to such
Participant, together with accrued
interest, shall be immediately due and payable and shall be satisfied out of the Participant’s Individual
Account prior to distribution (notwithstanding the provisions of Section 12.5)
if not satisfied by payment in full prior to such distribution. Notwithstanding
the preceding sentence, upon the retirement, Total and Permanent Disability or
termination of employment of a Participant with an outstanding loan, such
Participant may elect to make loan payments
out of his own personal funds under such procedures as have been adopted by the Committee.


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          (j)
If an Employee who has an outstanding loan incurs a leave of absence, ceases loan repayment, and his rate of pay (after income
and employment tax withholding) is not sufficient
to meet the required repayment under the terms of the loan, then the Committee
shall not deem that a default has occurred for a period equal to the
lesser of: (1) the length of the leave of
absence, or (2) one year. Upon the end of the period set forth in the preceding
sentence, the term of the Employee’s
loan will be extended by the length of such period (but in no event beyond the applicable maximum term set forth in
subsection (d)), and the Employee’s loan payments shall be reamortized over the remaining period of repayments.
Notwithstanding the preceding
provisions, loan repayments during a period of qualified military service will
be suspended under this Plan as permitted under Code Section 414(u)(4).
When an Employee returns from the military
service, the term of the Employee’s loan will be extended by the length of the service (even if such extended repayment
period exceeds the applicable maximum term set forth in subsection (d)),
and the Employee’s loan payments shall be reamortized over the remaining period of repayments.


          (k)
The Committee shall apply the provisions of this Section in a uniform and nondiscriminatory manner which is not inconsistent
with Department of Labor regulations at 29 C.F.R. §2550.408b-1.


          (l)
A married Participant with a Money Purchase Plan Sub-Account may not make a loan under this Section 6.1 unless, during the
90-day period ending on the date on which the loan is secured, his spouse has filed a written
consent with the Committee, consenting to such loan, which consent shall be notarized, or witnessed by
a member of the Committee, and shall acknowledge
the effect of the loan.


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6.2 Hardship Withdrawals


          (a)
Upon making an Appropriate Request,
and with the approval of the Committee, a Participant shall be allowed to withdraw all or part of the value of
his Individual Account while still
employed by the Employer. Withdrawn amounts may not be repaid to the Trust
Fund. Withdrawals shall be charged
against the available sub-accounts within the Individual Account in such order as the Committee shall determine.
Within each sub-account, withdrawals shall be charged against the separate Investment Options on a pro-rata basis
based on the Participant’s outstanding
Investment Option specification.


          (b)
A Participant may only make a
withdrawal under this Section 6.2 if the withdrawal is made on account of an immediate and heavy financial need
of the Participant, as determined
under subsection (c)(l), and is necessary to satisfy the financial need, as
determined under subsection (c)(2).
The determination of the existence of financial hardship and the amount necessary to be withdrawn to satisfy the
immediate financial need created by the hardship shall be made by the Committee
in a uniform and nondiscriminatory manner, in accordance with the standards and restrictions set forth in subsection
(c) below. A Participant requesting a withdrawal
hereunder may be required to submit whatever documentation the Committee, in
its sole discretion, deems necessary to establish the existence of financial
hardship and the amount necessary to
be withdrawn to satisfy the financial need created by the hardship.


	
 

	
 


	
 

	
(c) (1) Immediate and heavy financial need. A
 withdrawal will be considered to be
 made on account of an immediate and heavy financial need of the Participant
 for purposes of subsection (b) only
 if it is for:





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          (A)
 Expenses for (or necessary to
 obtain) medical care that would be deductible
 under Code Section 213(d) (determined without regard to whether the expenses exceed 7.5% of adjusted gross income);


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          (C)
 Payment of tuition, related
 educational fees, and room and board expenses,
 for up to 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)l)(B);


	
 

	
 


	
 

	
          (D)
 Payments necessary to prevent the
 eviction of the Participant from his
 principal residence or foreclosure on the mortgage of the Participant’s principal residence;


	
 

	
 


	
 

	
          (E)
 Payments for burial or funeral
 expenses for the Participant’s deceased
 parent, spouse, children, or dependents (as defined in Code Section 152 without regard to Code Section 152(d)(l)(B); or


	
 

	
 


	
 

	
          (F)
 Expenses for the repair of damage to
 the Participant’s principal residence
 that would qualify for the casualty deduction under Code Section 165 (determined
 without regard to whether the loss exceeds 10% of adjusted gross income).





          (2)
Amount necessary to satisfy the need. A withdrawal will be considered to be in an amount necessary to satisfy a
Participant’s need under paragraph (1) for purposes of subsection (b) only if:


- 72 -






	
 

	
 


	
 

	
          (A) It does not exceed the
amount of the need under paragraph (1) above;


	
 

	
 


	
 

	
 


	
 

	
          (B)
 The Participant has
 obtained all non hardship distributions and non taxable loans he is eligible for and is able to provide collateral for
 under any plan the Employer may sponsor (including this Plan); and


	
 

	
 


	
 

	
          (C)
 The
 Participant may not make any Employee Pre-Tax Contributions under Section 3.1 for a period of
 six months after his withdrawal, nor may he make any other elective contributions to any
 Employer plan as described in Treasury Regulation §1.401(k) l(d)(2)(iv)(B)(4).


	
 

	
 


	
 

	
          Notwithstanding
 subparagraphs (A) through (C), a Participant’s withdrawal may be considered
 to be in an amount necessary to satisfy a need under paragraph (1) if it satisfies a method
 prescribed by the Commissioner of Internal Revenue under Treasury Regulation
 §1.401(k) l(d)(2)(iv)(C).


	
 

	
 


	
 

	
          (D)
 A
 Participant may make a hardship withdrawal under this Section 6.2 for the
 reasons described in Sections 6.2(c)(l)(A), (C) and (E) as it relates to the Participant’s
 primary Beneficiary in the same manner as a hardship withdrawal for a
 spouse or other dependent. Said hardship withdrawal must satisfy all requirements of this Section.





          (d)
In addition to the amount necessary to meet
the immediate financial need created by
the hardship, the Participant may, at his election, also withdraw any amount
necessary to cover withholding for federal income tax purposes.


          (e)
A
Participant’s hardship withdrawal under this Section 6.2 shall be limited to
the vested portion of his Individual Account, but excluding: (1) earnings
allocated to his Employee


- 73 -






Pre-Tax Sub-Account as of a date
after December 31, 1988; (2) Money Purchase Plan Sub-Account; (3) Employer Match Sub-Account; and (4)
any other sub-account attributable to a money purchase pension plan as indicated in Appendix B or Appendix C, or
any other sub-account so identified
in Appendix C. 


6.3 Non-Hardship Withdrawals


          (a)
A Participant who continues in
employment with an Employer or an Affiliate after his Normal Retirement Date may elect to receive distribution of
all or any portion of his Individual
Account in the form provided under Article V at any time following such date.


          (b)
A Participant who is employed by an
Employer or an Affiliate and who has attained
age 591⁄2 may elect,
subject to the limitations and conditions prescribed in this Article, to make a cash withdrawal from his vested Individual
Account other than his Money Purchase Plan Sub-Account or any other sub-account attributable to a money purchase
pension plan as indicated in Appendix
B or Appendix C, or any other sub-account so identified in Appendix C.


          (c)
A Participant may at any time
request on an Appropriate Request to withdraw all or part of his Prior Plan Rollover Contributions
Account.


          (d)
Any withdrawal elected pursuant to
this Section 6.3 shall be made through an Appropriate Request. Any
withdrawal elected under this Section 6.3 shall be paid as soon as administratively feasible following receipt of the
Appropriate Request. Withdrawn amounts may not be repaid to the Trust Fund.


          (e)
If a Participant’s Account is subject
to the “automatic annuity” provisions of Article V, the Participant’s spouse must consent to any withdrawal
hereunder unless the withdrawal is
made as a “qualified joint and survivor annuity” as defined in Section 5.6(d).


- 74 -






          (f)
Withdrawals shall be charged against the available sub-accounts within the Individual Account in such order as the Committee
shall determine. Within each sub-account, withdrawals shall be charged against
the separate Investment Options on a pro-rata basis based on the Participant’s outstanding Investment Option
specification. 


6.4 Withdrawal of Dividends


          (a)
In accordance with uniform procedures established by the Committee, a Participant:


	
 

	
 


	
 

	
          (1)
 may elect on a quarterly basis to
 receive a direct payment of cash dividends
 on Company Stock otherwise allocable to his Individual Account; or


	
 

	
 


	
 

	
          (2)
 may reinvest such dividends, in
 which case they shall be allocated to his Individual Account.





          In
the event a Participant who has not made an election under Article V to
commence receiving distribution of his Individual Account does not file an
election pursuant to this Section 6.4(a)(l), the Participant will be
deemed to have elected reinvestment in accordance with subsection (2) above. If
a Participant has made an election under Article V to commence receiving distribution of his Individual Account
which is pending during the ten (10) business day period which begins fifteen (15) business days prior to the dividend
payment date, and does not file an
election pursuant to this Section 6.4(a)(l), the Participant will be deemed to
have elected reinvestment in
accordance with subsection (2) above only with respect to the portion of his Individual Account which is not being
distributed. If a Participant has made a request for a hardship withdrawal pursuant to Section 6.2 which
is pending during the ten (10) business day period which begins fifteen (15) business days prior to the dividend
payment date or has had a hardship
withdrawal approved during such period, the Participant will be deemed to have
elected


- 75 -






a direct
cash payment in accordance with subsection (1) above for that quarterly
dividend payment and such
election will remain in effect for future dividend payments until changed.


          In
no event shall any distribution of dividends paid into the Trust Fund be made
pursuant to this Section 6.4 later than
ninety (90) days following the end of the Plan Year in which dividends were paid into the Trust Fund.


          Stock
dividends shall be reinvested in the Company Stock Fund.


          (b)
A Participant’s election to receive direct
payment of dividends under Section 6.4(a)(l)
must be made during the ten (10) business day period which begins fifteen (15) business days prior to the dividend payment date.
The dividends with respect to which a Participant may elect a direct
payment under Section 6.4(a)(l) are 100% of the cash dividends on shares of Company Stock in the Company Stock Fund
and allocated to the Participant’s Individual
Account as of the record date for the dividend (which, for Plan purposes, shall
be determined on the “ex-dividend
date,” e.g., three (3) business days prior to the record date), provided,
however, that the total cash dividend that would be payable if the Participant
elected a direct payment of 100% of dividends
subject to his election must equal or exceed a de minimis amount. The initial de minimis amount is $10.


          (c)
Any
election under this Section 6.4 shall continue in effect until revoked prospectively by the Participant. Any such
election or revocation shall be made at such time and in such manner as the Committee shall specify.


          (d)
If,
with respect to any cash dividends declared on shares of Company Stock, the Board
or Committee authorizes the direct payment under Section 6.4(a)(l) of less than
100% of such
cash dividends, the Participant may elect, in accordance with uniform
procedures


- 76 -






established by the Committee, a
direct payment under this Section 6.4 of any percentage permitted by the Board or Committee.


6.5 Certain Dividends


          (a)
Cash dividends on Company Stock which
are received on the portions of a Participant’s
Individual Account other than the Money Purchase Plan Sub-Account, or any other
sub-account attributable to a money
purchase pension plan as indicated in Appendix B or Appendix C, that are not fully vested and which
are allocated to the Company Stock Fund shall be directed to the Vested Company Stock Dividend Sub-Account when received
by the Trust and shall become 100% vested upon receipt.


          (b)
Cash dividends on Company Stock which
are received on a Participant’s Money Purchase
Plan Sub-Account, or any other sub-account attributable to a money purchase
pension plan as indicated in Appendix
B or Appendix C, that are not fully vested and which are allocated to the
Company Stock Fund shall be directed to the Vested Money Purchase Plan Dividend
Sub- Account when received by the
Trust and shall become 100% vested upon receipt.


6.6 Qualified Reservist Distribution


          (a)
Upon making an Appropriate Request, a
Participant who is a member of a reserve component or is ordered or called to active duty for a period in excess
of 179 days or an indefinite period
shall be allowed to withdraw all or part of the value of his Individual Account
attributable to part or all of his
Employee Pre-tax Contributions.


          (b)
In order to be eligible for a
distribution described in (a) above, the Participant must be ordered or called
to active duty after September 11, 2001 and before December 31, 2007.


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          (c)
The distribution under this Section must be made during the period beginning on
the date of such order or call and ending no later than the close of the
period of active duty.


- 78 -






ARTICLE VII


TRUST FUND


7.1 Contributions



          Contributions
by the Employer and Participants as provided for in Article III shall be paid over to the Trustee.
All Contributions by the Employer shall be irrevocable, except as otherwise
provided in this Plan and may be used only for the exclusive benefit of the
Participants and their Beneficiaries. 


7.2 Trustee


          The
Corporation will maintain an agreement with the Trustee whereunder the Trustee
will receive, invest and administer as a trust fund Contributions made under
this Plan in accordance with the Trust Agreement. 


          Such
Trust Agreement is incorporated by reference as a part of the Plan, and the
rights of all persons entitled to benefits hereunder are subject to the terms
of the Trust Agreement. The Trust Agreement specifically provides, among other
things, for the investment and reinvestment of the Fund and the income thereof,
the management of the Fund, the responsibilities and obligations of the
Trustee, removal of the Trustee and appointment of a successor, accounting by
the Trustee and the disbursement of the Fund. 


          Subject
to a Participant’s Investment Option specification, the Trustee shall, in
accordance with the terms of such Trust Agreement, accept and receive all sums
of money paid to it from time to time by the Employer, and shall hold, invest,
reinvest, manage and administer such moneys and the increment, increase,
earnings and income thereof as a trust fund for the exclusive benefit of the
Participants and their Beneficiaries and for the payment of reasonable expenses
of administering the Plan. 


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7.3 Company
Stock Fund


          One
of the Investment Options shall be the Company Stock Fund, which will be
invested in the common stock of Quest, provided such stock qualifies as
qualifying employer securities within the meaning of ERISA Section 407(d)(5).
The portion of the Plan comprised of the Employer Stock Fund shall be an
employee stock ownership plan under Code Section 4975(e)(7) which shall include
the share distribution requirements of Code Section 409(h) and the participant
pass-through voting rights required under Code Section 409(e). The level of
Plan assets invested in such fund shall be determined by Participants’
Investment Option specifications and, subject to any restrictions that may be
imposed under Section 2.4, may consist of up to 100% of all Plan assets. 


- 80 -






ARTICLE VIII


FIDUCIARIES


8.1
General 


          Each
Fiduciary who is allocated specific duties or responsibilities under the Plan
or any Fiduciary who assumes such a position with the Plan shall discharge his
duties solely in the interest of the Participants and Beneficiaries and for the
exclusive purpose of providing such benefits as stipulated herein to such
Participants and Beneficiaries, or of defraying reasonable expenses of
administering the Plan. Each Fiduciary in carrying out such duties and
responsibilities shall act with the care, skill, prudence, and diligence under
the circumstances then prevailing that a prudent person acting in a like
capacity and familiar with such matters would use in exercising such authority
or duties. 


          A
Fiduciary may serve in more than one Fiduciary capacity and may employ one or
more persons to render advice with regard to his Fiduciary responsibilities. If
the Fiduciary is serving as such without compensation, all expenses reasonably
incurred by such Fiduciary shall be reimbursed by the Employers or from the
assets of the Trust. 


          A
Fiduciary may allocate any of his responsibilities for the operation and
administration of the Plan. In limitation of this right, a Fiduciary may not
allocate any responsibilities as contained herein relating to the management or
control of the Fund except (1) through the employment of an investment manager
as provided in Section 8.4 and in the Trust Agreement relating to the Fund, (2) to the extent
Participants specify their own Investment Options, or (3) delegation by the Committee to another committee of its
responsibility to add, change or delete Investment Options in accordance with Section 8.5. 


- 81 -






8.2 Quest


          Quest
established and maintains the Plan for the benefit of Eligible Employees of the
Corporation and those of other participating Employers and of necessity retains
control of the operation and administration of the Plan. Quest is the
“administrator” of the Plan within the meaning of ERISA Section 3(16)(A).
Quest, in accordance with specific provisions of the Plan, has, as herein
indicated, delegated certain of these rights and obligations to the Employer,
the Trustee and the Committee and these parties shall be solely responsible for
these, and only these, delegated rights and obligations. 


8.3 Employer


          The
Employers shall indemnify each member of the Board, the Committee, and any of
its employees to whom any fiduciary responsibility with respect to the Plan is
allocated or delegated, from and against any and all liabilities, costs and
expenses incurred by such persons as a result of any act or omission to act in
connection with the performance of their fiduciary duties, responsibilities and
obligations under the Plan and under ERISA, except for liabilities and claims
arising from such fiduciary’s willful misconduct or gross negligence. For such
purpose, the Employers may obtain, pay for and keep current a policy or
policies of insurance. Where such policy or policies of insurance are
purchased, there shall be no right to indemnification under this Section 8.3,
except to the extent of any deductible amount under the policy or policies or
with regard to covered claims in excess of the insured amount. No Plan assets
may be used for any indemnification. 


          The
Employers shall supply such full and timely information for all matters
relating to the Plan as (a) the Committee, (b) the Trustee, and (c) the
accountant engaged on behalf of the Plan by Quest may require for the effective
discharge of their respective duties. 


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8.4 Trustee


          The
Trustee, in accordance with the Trust Agreement, shall have authority to manage
the Fund, except that (1) the Committee may in its discretion employ at any time and from time to time an
investment manager (as defined in section 3(38) of ERISA) to direct the Trustee
with respect to all or a designated portion of the assets comprising the Fund,
and (2) Participants may specify their own Investment Options. 


8.5 Committee


          The
Board shall appoint a Benefits Administration Committee of not less than three
persons to hold office at the pleasure of Quest. No compensation shall be paid
members of the Committee from the Fund for service on such Committee. 


          The
Committee shall choose from among its members a chairman and a secretary. Any
action of the Committee shall be determined by the vote of a majority of its
members. Either the chairman or the secretary may execute any certificate or
other written direction on behalf of the Committee. 


          The
Committee shall hold meetings upon such notice, at such place or places and at
such time or times as
the Committee may from time to time determine. Meetings may be called by
the chairman or any two members. A majority of the members of the Committee at
the time in office shall
constitute a quorum for the transaction of business. The Committee may also act
by written consent in lieu of a meeting. 


          A
Committee member may resign at any time by giving written notice of his
resignation to Quest at least thirty days in advance, unless Quest shall accept shorter
notice. The Board shall appoint replacement Committee members. Any Committee
member who was employed by Quest or an Affiliate when appointed to the
Committee shall automatically be deemed to have 


- 83 -






resigned from
the Committee effective as of the date he ceases to be employed by Quest or an Affiliate,
unless the Board shall affirmatively act to keep said member on the Committee. 


          Nothing
herein shall prevent a Committee member from being a Participant, or from
acting on Plan matters which affect himself by virtue of affecting all Participants
generally. However, a Committee member shall not act on any matter which
affects himself specially. If application of the preceding sentence results in
there not being a quorum to act on any matter, the Corporation shall appoint
the necessary number of temporary Committee members to take the action. 


          The
Committee (or its delegate pursuant to Section 8.1) may add, change or delete
the available Investment Options at any time, provided that the Committee (or
its delegate) does not have the power to remove the Company Stock Fund as an
Investment Option. 


          In
accordance with the provisions hereof, the Committee has been delegated certain
administrative functions relating to the Plan with all powers necessary to
enable it properly to carry out such duties. 


          The
Committee shall have discretionary authority to construe the Plan, and to
determine, consistent with the terms of the Plan, all questions that may arise
thereunder relating to (a) the eligibility of individuals to participate in the
Plan, (b) the amount of benefits to which any Participant or Beneficiary may
become entitled hereunder, and (c) any situation not specifically covered by
the provisions of the Plan. The determination of the Committee shall be final
and binding on all interested parties. All disbursements by the Trustee, except
for the ordinary expenses of administration of the Fund or the reimbursement of
reasonable expenses at the direction of the Corporation as provided herein,
shall be made upon, and in accordance with, the written directions of the
Committee. When the Committee is required in the performance of its 


- 84 -






duties
hereunder to administer or construe, or to reach a determination under any of
the provisions of the Plan, it shall do so on a uniform, equitable and
nondiscriminatory basis. 


8.6 Claims
for Benefits


          All
claims for benefits under the Plan shall be submitted to the Committee or its
delegate, including a committee designated by the Committee to review appeals
from initial claim denials, which shall have the responsibility for determining
the eligibility of any Participant or Beneficiary for benefits. All claims for
benefits shall be made in writing and shall set forth the facts which such
Participant or Beneficiary believes to be sufficient to entitle him to the
benefit claimed. The Committee or its delegate may adopt forms for the
submission of claims for benefits in which case all claims for benefits shall
be filed on such forms. The Committee or its delegate shall provide
Participants and Beneficiaries with all such forms. 


          Upon
receipt by the Committee or its delegate of a claim for benefits, it shall
determine all facts which are necessary to establish the right of an applicant
to benefits under the provisions of the Plan and the amount thereof as herein
provided. The claimant shall be notified in writing by the Committee or its
delegate of its decision with respect to such claimant’s claim within 90 days after the receipt of written
request for benefits. 


          If
any claim for benefits is denied, the notice shall be written in a manner
calculated to be understood by the claimant and shall include: 


          (a)
The specific reason or reasons for the denial; 


          (b)
Specific references to the pertinent Plan provisions on which the denial
is based; 


          (c)
A description of any additional material or information necessary for the
applicant to perfect the claim and an explanation why such material or
information is necessary; 


          (d)
An explanation of the Plan’s claim review procedures; and 


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          (e)
A statement of the claimant’s right to bring a civil action under ERISA Section
502(a) following denial of his appeal. 


          If
special circumstances require an extension of time for processing the initial
claim, a written notice of the extension and the reason therefor shall be
furnished to the claimant by the Committee or its delegate before the end of
the initial 90-day period. In no event shall such extension exceed 180 days
after the receipt of the initial claim for benefits. 


          In
the context of a claim involving a disability determination, the initial claim
determination shall be made within 45 days, and the maximum extension of time
available to the decisionmaker is 30 days. Further, the information included in
any denial also shall include identification of any medical or vocational
experts whose advice was obtained in connection with a claim determination,
whether or not their judgment was relied upon in making the determination. 


8.7 Denial
of Benefits – Review Procedure 


          In
the event a claim for benefits is denied, the claimant or his duly authorized
representative, at the claimant’s sole expense, may appeal the denial by filing
a written request for review with the Committee or its delegate within 60 days
(45 days in the context of a claim involving a disability determination) of the
receipt of written notice of denial or 60 days (45 days in the context of a
claim involving a disability determination) from the date such claim is deemed
to be denied. In pursuing such appeal, the claimant or his duly authorized
representative may review pertinent Plan documents, and may submit issues and
comments in writing. 


          The
decision on review shall be made by the Committee or its delegate within 60
days (45 days in the context of a claim involving a disability determination)
of receipt of the request for review, unless special circumstances require an
extension of time for processing, in which 


- 86 -






case a
decision shall be rendered as soon as possible, but not later than 120 days
after receipt of a request for review. If such an extension of time is
required, written notice of the extension shall be furnished to the claimant
before the end of the original 60-day (or 45-day) period, and such extension
notice shall indicate the special circumstance requiring an extension of the
time and the date by which the Committee or its delegate expects to render a
decision. 


          The
decision on review shall be in writing, shall be written in a manner calculated
to be understood by the claimant, and shall include: 


          (a)
The specific reason or reasons for the denial; 


          (b)
Specific references to the pertinent Plan provisions on which the denia1 is based; 


          (c) A statement that the
claimant is entitled to receive, upon request and free of charge, reasonable
access to and copies of all documents, records or other information relevant to
the claimant’s claims; and 


          (d)
A statement of the claimant’s right to bring a civil action under ERISA Section
502(a). 


          If
the decision on review is not furnished within the time specified above, the
claim shall be deemed denied on review. The decision of the Committee or its
delegate upon review will be final and binding on all parties. 


8.8 Records 


          All
acts and determinations of the Committee shall be duly recorded by the
secretary thereof and all such records, together with such other documents as
may be necessary in exercising its duties under the Plan shall be preserved in
the custody of such secretary. Such records and documents shall at all times be
open for inspection and for the purpose of making copies by any person
designated by Quest. The Committee shall provide such timely 


- 87 -






information,
resulting from the application of its responsibilities under the Plan, as
needed by the Trustee and the accountant engaged on behalf of the Plan by
Quest, for the effective discharge of their respective duties. 


8.9 Missing
Persons


          If
the Trustee is unable to make payment to any Participant or other person to
whom a payment is due under the Plan because it cannot ascertain the identity
or whereabouts of such Participant or other person after reasonable efforts
have been made to identify
or locate such person (including a notice of the payment so due mailed to the
last known address of such Participant or other person as shown on the records
of the Employer), such payment and all subsequent payments otherwise due to
such Participant or other person shall be treated as forfeited three (3) years after the date such payment
first became due; provided, however, that such payment and any subsequent
payments shall be reinstated retroactively no later than sixty (60) days after the date on which the
Participant or other person is identified or located. 


- 88 -






ARTICLE IX


AMENDMENT AND TERMINATION OF THE PLAN


9.1 Amendment of
the Plan 


          The
Chief Executive Officer, the President and the Vice President of Human
Resources of Quest, and any other officer of Quest who is authorized by the
Board, shall have the right at any time, with approval of the Board, to amend
the Plan in whole or in part, including retroactively to the extent necessary.
Notwithstanding the preceding sentence, such Board approval shall not be
required for; (i) any technical or clarifying amendment deemed necessary or
appropriate to facilitate the administration, management or interpretation of
the Plan or to conform the Plan thereto or to qualify and maintain the Plan as
a plan meeting the requirements of the Code or any other applicable law, (ii)
any amendment adding or modifying an operational provision resulting from a
corporate transaction (e.g., service-related issues); (iii) any amendment that
does not increase the benefits under the Plan or otherwise increase the
Employers’ costs with respect to the Plan; or (iv) the participation in the
Plan as a participating employer of any organization whether or not it is
affiliated with Quest. The duties, powers and liability of the Trustee
hereunder shall not be increased without its written consent. The amount of
benefits which at the later of the adoption or effective date of such amendment
shall have accrued for any Participant or Beneficiary hereunder shall not be
adversely affected thereby. No such amendment shall have the effect of
revesting in the Employers any part of the principal or income of the Fund. No
amendment may eliminate or reduce any early retirement benefit or subsidy that
continues after retirement or optional form of benefit. Unless expressly
provided for in an amendment, it shall not affect the rights and obligations of
any Participant who terminated employment prior to the effective date of the
amendment. 


- 89 -






9.2 Termination
of the Plan


          Quest
expects to continue the Plan indefinitely, but continuance is not assumed as a
contractual obligation and each Employer reserves the right at any time by
action of its board of directors to terminate the Plan as applicable to itself.
If an Employer terminates or partially terminates the Plan or permanently
discontinues its Contributions at any time, each Participant affected thereby
shall be then fully vested in his Individual Account. 


          In
the event of termination of the Plan by an Employer, the Committee shall value
the Fund as of
the date of termination. That portion of the Fund. applicable to any Employer
for which the Plan has not been terminated shall be unaffected. The Individual
Accounts of the Participants and Beneficiaries affected by the termination, as
determined by the Committee, shall continue to be administered as a part of the
Fund or distributed to such Participants or Beneficiaries pursuant to Section
5.6 as the Committee, in its sole discretion, shall determine. Any
distributions upon plan termination of amounts attributable to Employee Pre-Tax
Contributions and amounts held in sub-accounts subject to distribution
restrictions similar to those applicable to Employee Pre-Tax Contributions
shall only be made to the extent permissible by Code Section 401(k)(10). 


- 90 -






ARTICLE X


PROVISIONS RELATIVE TO EMPLOYERS INCLUDED IN
PLAN


10.1 Method
of Participation


          Any
organization, whether or not it is affiliated with the Corporation, may, with
the consent of Quest, adopt the Plan. In order for an organization that is not affiliated
with Quest under Code Sections 414(b), (c), (m) or (o) to adopt the Plan,
appropriate action is required by the board of directors (or other governing
body) of such adopting organization and by a duly-authorized officer of
Quest. An affiliated organization shall adopt the Plan pursuant to an
authorized signature under Section 9.1 of the Plan. Any unaffiliated
organization which becomes a party to the Plan shall thereafter promptly deliver
to Quest hereof a certified copy of the resolutions or other documents
evidencing its adoption of the Plan and also a written instrument showing
Quest’s approval of such organization’s becoming a party to the Plan. 


10.2 Withdrawal


          Any
one or more of the Employers included in the Plan may withdraw from the Plan at
any time by giving six months advance notice in writing to Quest and the
Committee (unless a shorter notice shall be agreed to by Quest) of its or their
intention to withdraw. Upon receipt of notice of any such withdrawal, the
Committee shall certify to the Trustee the equitable share of such withdrawing
Employer in the Fund (to be determined by the Committee). 


          The
Trustee shall thereupon set aside from the Fund then held by it such securities
and other property as it shall, in its sole discretion, deem to be equal in
value to such equitable share. If the Plan is to be terminated with respect to
such Employer, the amount set aside shall be dealt with in accordance with the
provisions of Section 9.2. If the Plan is not to be terminated with respect to
such Employer, the Trustee shall pay such amount to such trustee as may be 


- 91 -






designated by
such withdrawing Employer, and such securities and other property shall thereafter
be held and invested as a separate trust of the Employer which has so
withdrawn, and shall be used and applied according to the terms of a new
agreement and declaration of trust between the Employer so withdrawing and the
trustee so designated. 


          Neither
the segregation of the Fund assets upon the withdrawal of an Employer, nor the
execution of any new agreement and declaration of trust pursuant to any of the
provisions of this Section 10.2, shall operate to permit any part of the corpus
or income of the Fund to be used for or diverted to purposes other than for the
exclusive benefit of Participants and Beneficiaries or to defray reasonable
costs of administering the Plan and Trust. 


- 92 -






ARTICLE XI


TOP HEAVY PROVISIONS


11.1 Determination
of Top Heavy

	
 

	
 


	
 

	
(a)
(1) The Plan will be considered a Top-Heavy Plan for any Plan Year if as of the
Determination Date: (A) the value of the Individual Accounts of Participants
who are Key Employees as of such Determination Date exceeds 60% of the value of
the Individual Accounts of all Participants determined as of such Determination
Date, excluding former Key Employees (the “60% Test”); or (B) the Plan is part
of a Required Aggregation Group which is Top Heavy. Notwithstanding the results
of the 60% Test, the Plan shall not be considered a Top Heavy Plan for any Plan
Year in which the Plan is a part of a Required or Permissive Aggregation Group
which is not Top Heavy. 




              (2)
For purposes of the 60% Test: 


	
 

	
 


	
 

	
          (A)
 all distributions made from Individual Accounts within the one-year period
 ending on the Determination Date (or, in the case of any distribution made
 for any reason other than separation from service, death, or disability,
 within the five-year period ending on the Determination Date) shall be taken
 into account; 


	
 

	
 


	
 

	
          (B)
 if any Participant is a non-Key Employee with respect to the Plan for any
 Plan Year, but such Participant was a Key Employee with respect to the Plan
 for any prior Plan Year, the Individual Account of such Participant shall not
 be considered; and 


	
 

	
 


	
 

	
          (C) If a Participant has not
 performed any service for the Employer or any Affiliate which maintains the
 Plan at any time during the one-year period 





- 93 -






	
 

	
 


	
 

	
ending on
 the Determination Date, the Individual Account of such Participant shall not
 be considered.





          (b)
Minimum Allocations: Notwithstanding Sections 4.3 and 4.4, for any Plan
Year during which the Plan is a Top Heavy Plan, the rate of Employer Matching
Contributions and Discretionary Contributions for such Plan Year allocated to
the Individual Accounts of Participants who are non-Key Employees and who
remain employed by the Employer (or any Affiliate) at the end of the Plan Year
(regardless of any such Participant’s hours of service or level of compensation
during the Plan Year) shall be not less than the lesser of: 


	
 

	
 


	
 

	
          (1)
 three percent (3%) of such non-Key Employee Participant’s Section 415 Compensation;
 or 


	
 

	
 


	
 

	
          (2)
 the highest aggregate percentage of Section 415 Compensation at which
 Employer Matching Contributions, Discretionary Contributions, and Employee
 Pre-Tax Contributions are made (or required to be made) and allocated under Article
 IV for any Key Employee
 for the Plan Year. 




          If a Participant is covered by more than one defined contribution plan
 on account of his employment with the Employer and/or any Affiliate, the
 minimum allocation required by this Section shall be determined by
 aggregating the allocations under all such plans. 

          (c) Impact
on Minimum Benefits where Employer Maintains Both Defined Benefit and Defined
Contribution Plans: If the Employer (or any Affiliate) maintains a defined
benefit plan in addition to this defined contribution plan, both of which are
Top-Heavy, then: 


	
 

	
 


	
 

	
          (1)
 in the case of non-Key Employee Participants covered only by the defined
 benefit plan, the minimum benefit under the defined benefit plan shall be
 provided; and 





- 94 -






	
 

	
 


	
 

	
          (2)
 in the case of non-Key Employee Participants not covered by the defined
 benefit plan or covered by both plans, a minimum allocation of five percent
 (5%) of such non Key Employee Participant’s Section 415 Compensation shall
 be provided. If a Participant is covered by more than one defined
 contribution plan on account of his employment with the Employer and/or any
 Affiliate, the minimum allocation required by this Section shall be
 determined by aggregating the allocations under all such defined contribution
 plans. 





11.2 Top-Heavy
Definitions


          Determination
Date – With
respect to any Plan Year, the last day of the preceding Plan Year. 


          Key
Employee – Any
Employee or former Employee who at any time during the Plan Year containing the
Determination Date is or was (1) an officer of the Employer having annual
Section 415 Compensation for such Plan Year which is in excess of $130,000 (as
adjusted pursuant to Code Section 416(i)(l)(A)) (but in no event shall the
number of officers taken into account as Key Employees exceed the lesser of (A)
50 or (B) the greater of 3 or 10% of all employees); (2) a five-percent owner
of the Employer; or (3) a one-percent owner of the Employer who has annual
Section 415 Compensation of more than $150,000. For purposes of determining
five-percent and one-percent owners, neither the aggregation rules nor the
rules of subsections (b), (c)
and (m) of Code Section 414 apply. Beneficiaries of an Employee acquire the
character of the Employee who performed services for the Employer. Also,
inherited benefits will retain the character of the benefits of the Employee
who performed services for the Employer. A non-Key Employee is any Employee who
is not a Key Employee, or who is a former Key Employee. 


- 95 -






          Permissive Aggregation Group – Each employee
pension benefit plan maintained by the Employer (or any Affiliate) which is
considered part of the Required Aggregation Group, plus one or more other
employee pension benefit plans maintained by the Employer (or any Affiliate)
that are not part of the Required Aggregation Group but that satisfy the
requirements of Section 401(a)(4) and Section 410 of the Code when considered
together with the Required Aggregation Group. 


          Required
Aggregation Group – Each employee pension benefit plan maintained by the Employer
(or any Affiliate), whether or not terminated, in which a Key Employee
participates in the Plan Year containing the Determination Date or any of the
four preceding Plan Years, and each other employee pension benefit plan
maintained by the Employer (or any Affiliate), whether or not terminated, in
which no Key Employee participates but which during the same period enables any
employee pension benefit plan in which a Key Employee participates to meet the
requirements of Code Sections 401 (a)(4) or 410. 


- 96 -






ARTICLE XII


MISCELLANEOUS


12.1 Governing
Law 


          The
Plan shall be construed, regulated and administered according to the laws of
the state of New Jersey, except in those areas preempted by the laws of the
United States of America. 


12.2 Construction


          The
headings and subheadings in the Plan have been inserted for convenience of
reference only and shall not affect the construction of the provisions hereof.
In any necessary construction, the masculine shall include the feminine and the
singular the plural, and vice versa. 


12.3 Administration
Expenses 


          The
expenses of administering the Fund and the Plan may be paid either by the
Employers or from the Fund, as directed by Quest. 


12.4 Participant’s
Rights; Acquittance 


          No
Participant in the Plan shall acquire any right to be retained in the
Employer’s employ by virtue of the Plan, nor, upon his dismissal, or upon his
voluntary termination of employment, shall he have any right or interest in and
to the Fund other than as specifically provided herein. The Employer shall not
be liable for the payment of any benefit provided for herein. All benefits
hereunder shall be payable only from the Fund. 


12.5 Spendthrift
Clause 


          Except
as provided by a qualified domestic relations order within the meaning of ERISA
Section 206(d)(3) and, except pursuant to certain judgments and settlements
under ERISA Section 206(d)(4), none of the benefits, payments, proceeds, or
distributions under this Plan shall be subject to the claim of any creditor of
a Participant or a Beneficiary hereunder or to any legal 


- 97 -






process by any
creditor of a Participant or Beneficiary. Neither a Participant nor Beneficiary
shall have any right to alienate, commute, anticipate, or assign any of the
benefits, payments, proceeds or distributions under this Plan. 


12.6
Merger, Consolidation or Transfer 


          In
the event of the merger or consolidation of the Plan with another plan or
transfer of assets or liabilities from the Plan to another plan, each then
Participant or Beneficiary shall not, as a result of such event, be entitled on
the day following such merger, consolidation or transfer under the termination
of the Plan provisions to a lesser benefit than the benefit he was entitled to
on the day prior to the merger, consolidation or transfer if the Plan had then
terminated. 


          The
Trustee possesses the specific authority to enter into merger agreements or
direct transfer of asset agreements with the trustees of other retirement plans
described in Code Section 401(a), including any elective transfer, and to
accept the direct transfer of plan assets, or to transfer plan assets, as a
party to any such agreement, upon written direction of the Committee. 


12.7 Mistake
of Fact 


          Notwithstanding
anything herein to the contrary, upon the Employer’s request, a Contribution
which was made by a mistake of fact, or conditioned upon initial qualification
of the Plan or upon the deductibility of the Contribution under Code Section
404, may be returned to the Employer by the Trustee within one (1) year after
the payment of the Contribution, the denial of the qualification or the
disallowance of the deduction (to the extent disallowed), whichever is later.
For purposes of the preceding sentence, all contributions to the Plan made
before receipt of a favorable determination letter on qualification from the
Internal Revenue Service shall be conditioned on the Plan’s initial qualification,
and all contributions, whenever made, shall be conditioned on their
deductibility under Code Section 404. 


- 98 -






12.8 Counterparts



          The
Plan and the Trust Agreement may be executed in any number of counterparts,
each of which shall constitute but one and the same instrument and may be
sufficiently evidenced by any one counterpart. 


12.9 Transitional
Rule 


          Notwithstanding
any provision in this
Plan to the contrary, no contribution by or on behalf of any Participant shall
be made under this Plan for any period during which any contribution by or on
behalf of such Participant is made while such Participant is a participant in a
Merged Plan. 


- 99 -






ARTICLE XIII


ADOPTION OF THE PLAN


          Anything
herein to the contrary notwithstanding, this amended and restated Plan is
adopted and maintained under the condition that it is qualified by the Internal
Revenue Service under Code Section 401(a) and that the Trust hereunder is
exempt under Code Section 501(a). 


          As
evidence of its adoption of the Plan, Quest Diagnostics Incorporated has caused
this instrument to be signed by its authorized officer this 23rd day of December 2008, effective as of January
1, 2009, except as otherwise provided herein.  


	
 

	
 

	
 


	
 

	
QUEST DIAGNOSTICS INCORPORATED 


	
 

	
 

	
 


	
 

	
By: 

	



	
 

	
 

	



	
 

	
 

	
 


	
 

	
Title:

	
Vice
 President


	
 

	
 

	






- 100 -






APPENDIX A


PARTICIPATING EMPLOYERS


The Effective
Date for each Employer is set forth below: 


	
 

	
 

	
 


	
Employer

	
 

	
Effective Date


	


	
 

	



	
AmeriPath,
 Inc.

	
 

	
January 1, 1994





A-1






APPENDIX B


MERGED PLANS:


SPECIAL RULES AND PROTECTED BENEFITS


          Effective
as of January 1, 2001, January 1, 2002, January 1, 2003, January 1, 2005, April
1, 2005, and January 1, 2007 respectively (each a “merger date”), the
Chappell-Joyce Pathology Association, P.A. Profit Sharing Plan, the Pathology
Associates, P.S.C. Retirement Plan, the Reference Pathology Services Profit
Sharing 401(k) Plan, the Anatomic Pathology Associates Retirement Savings Plan,
the Pathology Associates, P.C. Incentive Savings Plan, the Jill A. Cohen, M.D.,
P.C. 401(k) Profit Sharing Plan and Trust, and the Specialty Laboratories, Inc.
401(k) Profit Sharing Plan (each a “Merged Plan”), respectively, merged into
and made a part of the Prior Plan. All assets and liabilities of the Merged
Plans were transferred to and made part of the Prior Plan. Each Employee who
was eligible to participate in ‘a Merged Plan immediately prior to the
respective effective date of the merger of plans (the “Merger Date”) continued
to be eligible to participate in the Prior Plan on and after the respective Merger Date. In no
event will a Participant’s vested interest in his Account attributable to
amounts transferred to the Prior Plan from a Merged Plan (his “Merged Prior
Plan Sub-Account”) on and after the respective Merger Date be less than his
vested interest in his account under the Merged Plan immediately prior to the
respective Merger Date. 


          Periods
of employment with the sponsor of a Merged Plan prior to the Merged Plan’s
Merger Date which would have constituted eligibility or vesting service,
respectively, under the Plan or the Prior Plan had the service been rendered
after the Merged Plan’s Merger Date, under rules promulgated by the Committee
applied in a uniform and nondiscriminatory manner, and to 


B-1






the extent
permitted by applicable law, shall be considered eligibility or vesting
service, respectively, under the Plan and the Prior Plan. 


          If
a Merged Plan that merged into this Plan determines Eligibility Service or
Vesting Service, respectively, under an hours counting methodology, then
Eligibility Service or Vesting Service, respectively, shall be determined under
the methodology, hours counting or elapsed time, whichever results in the
greater Eligibility Service or Vesting Service, respectively, under this Plan. 


          If
a Merged Plan that merged into this Plan determines Eligibility Service or
Vesting Service, respectively, under an hours counting methodology, then
Eligibility Service or Vesting Service, respectively, shall be determined under
rules promulgated by the Committee applied in a uniform and nondiscriminatory
manner, and to the extent permitted by applicable law, but not less than that
determined under the methodology, hours counting or elapsed time, whichever
results in the greater Eligibility Service or Vesting Service, respectively. 


          According,
notwithstanding any other provision of the Plan or the Prior Plan to the
contrary, a Participant’s service, if any, credited for eligibility and vesting
purposes under a Merged Plan as of the respective Merger Date is included as
Eligibility Service and Years of Vesting Service under the Plan and the Prior
Plan to the extent Eligibility Service and Years of Vesting Service are
credited under the Plan and the Prior Plan. 


          The
Employee Pre-Tax Contributions Account of a Participant who was a participant
in a Merged Plan that contained a qualified cash or deferred arrangement also
shall hold any amount transferred to this Plan or the Prior Plan from such
Merged Plan representing the balance of such Participant’s pre-tax
contribution account under such Merged Plan and the investment experience
expenses, distributions and withdrawals attributable to such account. 


B-2






          Notwithstanding
any other provision of the Plan to the contrary, the following shall apply with
respect to benefits accrued by employees of Ameripath, Inc. and its affiliates
who were participants in the plans that merged into the Prior Plan. 


1) Definitions for Purposes of Appendix B 


          (a)
“Early Retirement Date” means the later of age 55 or the date a former
participant in the Jill A. Cohen, M.D., P.C. 401(k) Profit Sharing Plan and
Trust Fund completes ten years of service. 


          (b)
“Prior Company Contributions” means the prior company contributions
attributable to assets transferred to the Plan from the Anatomic Pathology
Associates Retirement Savings Plan. 


          (c)
“Prior Employer Discretionary Contributions” means the prior Employer
Discretionary Contributions attributable to assets transferred to the Plan from
the Pathology Associates, P.C. Incentive Savings Plan. 


          (d)
“Prior Safe Harbor Nonelective Contribution” means any safe harbor nonelective
employer contribution which was made under the terms of the Jill A. Cohen,
M.D., P.C. 401(k) Profit Sharing Plan and Trust Fund and transferred to the
Plan on or after January 1, 2007. 


          (e)
“Prior Specialty Laboratories Contribution” means any matching or employer
nonelective contribution which was made under the terms of the Specialty
Laboratories, Inc. 401(k) Profit Sharing Plan and transferred to the Plan on or
after January 1, 2007. 


2) Vesting in Employer Contributions 


          A
former participant in the Jill A. Cohen, M.D., P.C. 401(k) Profit Sharing Plan
and Trust Fund at all times shall have a 100% vested percentage in his Prior
Employer Safe Harbor Nonelective Contribution Account. 


B-3






          (a)
A former participant in the Anatomic Pathology Associates Retirement Savings
Plan at all times shall have a 100% vested interest in his Prior Company
Contributions Account. 


          (b)
A former participant in the Pathology Associates, P.C. Incentive Savings
Plan shall have his vested interest in his Prior Employer Discretionary
Contributions Account determined in accordance with the following schedule: 


	
 

	
 

	
 

	
 

	
 


	
Years of

 Years of Vesting Service

	
 

	
Vested Percentage

	
 


	


	
 

	


	
 


	
Less than
 2 years

	
 

	
0

	
%

	
 


	
2 but less than 3 years

	
 

	
20

	
%

	
 


	
3 but less than 4 years

	
 

	
40

	
%

	
 


	
4 but less than 5 years

	
 

	
60

	
%

	
 


	
5 but less than 6 years

	
 

	
80

	
%

	
 


	
6 or more years

	
 

	
100

	
%

	
 





          (c)
A former participant in the Specialty Laboratories, Inc. 401(k) Profit Sharing
Plan who had completed three or more years of vesting service under such plan as of December 31, 2006 and who
enrolls in the Plan or the Prior Plan on or after January 1, 2007, at all times
shall have a 100% vested interest in his Prior Specialty Laboratories
Contributions Sub-Account. 


          (d)
Subject to the foregoing, a former participant in the Specialty Laboratories,
Inc. 401(k) Profit Sharing Plan, who had not completed three or more years of
vesting service under such plan as of December 31, 2006 or who
had completed three or more years of vesting service under such plan as of December 31, 2006, but does not enroll in the Plan or the
Prior Plan,
shall have his vested interest in his Prior Specialty Laboratories
Contributions Account determined in accordance with the following: 


	
 

	
 

	
 

	
 

	
 


	
Years of

 Years of Vesting Service

	
 

	
Vested Percentage

	
 


	


	
 

	


	
 


	
Less than 1 year

	
 

	
0

	
%

	
 


	
1 but less than 2 years

	
 

	
20

	
%

	
 


	
2 but less than 3 years

	
 

	
40

	
%

	
 


	
3
 but less than 4 years

	
 

	
60

	
%

	
 


	
4 but less than 5 years

	
 

	
80

	
%

	
 


	
5 or more years

	
 

	
100

	
%

	
 





B-4






          (e)
Notwithstanding the foregoing, if a Participant is employed by an Employer or
an Affiliate on his Normal Retirement Date, his Early Retirement Date, the date
of determination of his Disability or the date he dies, he shall be 100% vested
in his Prior Employer Discretionary Contributions Account. 


3) In-Service Withdrawals 


          A
former Participant of the Pathology Associates, P.C. Incentive Savings Plan who
is employed by an Employer or an Affiliate may elect, subject to the
limitations and conditions prescribed in this Article, to make a cash
withdrawal or, if the Participant’s Account is subject to the automatic
annuity: provisions of Article V, a withdrawal through the purchase of a
“qualified joint and survivor annuity” as defined in Section 5.6(d) or a single
life annuity as provided in Section 5.6 of amounts that have been held in his Prior
Employer Discretionary Contributions Account for at least two years. 


4) Loans 


          Notwithstanding
any other provision of the Plan to the contrary, loans will be available to a
former participant of the Pathology Associates, P.C. Incentive Savings Plan
from his Prior Employer Discretionary Contributions Account and loans will not
be available to a former participant of the Anatomic Pathology Associates
Retirement Savings Plan from his Prior Company Contribution Account. 


B-5






APPENDIX C


TRANSFERRED SUB-ACCOUNTS


           In
the case of a participant in The Profit Sharing Plan of Quest Diagnostics
Incorporated whose account is transferred to this Plan, all applicable
sub-accounts of such individual under The Profit Sharing Plan of Quest
Diagnostics Incorporated shall continue to be maintained under this Plan
including, but not limited to, the following:


	
 

	
 

	
 


	
 

	
(a)

	
Advance Medical Plan
 Sub-Account; 


	
 

	
 

	
 


	
 

	
(b)

	
AML-East Plan Sub-Account;
 


	
 

	
 

	
 


	
 

	
(c)

	
AML-West Plan Sub-Account;
 


	
 

	
 

	
 


	
 

	
(d)

	
CBCLS Employer
 Contribution Sub-Account; 


	
 

	
 

	
 


	
 

	
(e)

	
CDS Plan Sub-Account; 


	
 

	
 

	
 


	
 

	
(f)

	
Corning Stock Fund
 Sub-Account; 


	
 

	
 

	
 


	
 

	
(g)

	
Covance Stock Fund
 Sub-Account; 


	
 

	
 

	
 


	
 

	
(h)

	
CPF Money Purchase Pension
 Plan Sub-Account; 


	
 

	
 

	
 


	
 

	
(i)

	
CPF Pension Plan
 Sub-Account; 


	
 

	
 

	
 


	
 

	
(j)

	
CPF Savings Plan
 Sub-Account; 


	
 

	
 

	
 


	
 

	
(k)

	
Damon Plan Sub-Account; 


	
 

	
 

	
 


	
 

	
(l)

	
DeYor Plan Sub-Account; 


	
 

	
 

	
 


	
 

	
(m)

	
Employee After-Tax
 Sub-Account; 


	
 

	
 

	
 


	
 

	
(n)

	
Employee Pre-Tax Catch-Up
 Sub-Account; 


	
 

	
 

	
 


	
 

	
(o)

	
Employee Regular Pre-Tax
 Sub-Account; 


	
 

	
 

	
 


	
 

	
(p)

	
Employer Matching
 Sub-Account; 


	
 

	
 

	
 


	
 

	
(q)

	
Company Stock Matching
 Sub-Account; 


	
 

	
 

	
 


	
 

	
(r)

	
ESOP Diversification
 Sub-Account; 


	
 

	
 

	
 


	
 

	
(s)

	
LabOne (k) Plan
 Sub-Account; 


	
 

	
 

	
 


	
 

	
(t)

	
LabOne Pension Plan
 Sub-Account; 


	
 

	
 

	
 


	
 

	
(u)

	
LabPortal Plan
 Sub-Account; 


	
 

	
 

	
 


	
 

	
(v)

	
Maryland Medical
 Laboratory Plan Sub-Account;


	
 

	
 

	
 


	
 

	
(w)

	
 MedPlus Plan Sub-Account; 


	
 

	
 

	
 


	
 

	
(x)

	
MetWest Plan Sub-Account;





C-1






	
 

	
 

	
 


	
 

	
(y)

	
Money Purchase Pension
 Plan Sub-Account; 


	
 

	
 

	
 


	
 

	
(z)

	
Nichols Institute Plan
 Sub-Account;


	
 

	
 

	
 


	
 

	
(aa)

	
Partnership Sub-Account;


	
 

	
 

	
 


	
 

	
(bb)

	
Podiatric Pathology
 Laboratories Plan Sub-Account; 


	
 

	
 

	
 


	
 

	
(cc)

	
Post-1999 Cash Match
 Sub-Account; 


	
 

	
 

	
 


	
 

	
(dd)

	
Post 1999 Stock Match
 Sub-Account; 


	
 

	
 

	
 


	
 

	
(ee)

	
Pre-1999 Cash Match
 Sub-Account; 


	
 

	
 

	
 


	
 

	
(ff)

	
Pre-1999 Stock Match
 Sub-Account; 


	
 

	
 

	
 


	
 

	
(gg)

	
Prior Employer Match
 Sub-Account; 


	
 

	
 

	
 


	
 

	
(hh)

	
Prior ESOP Employer
 Contributions Sub-Account; 


	
 

	
 

	
 


	
 

	
(ii)

	
Prior ESOP Company Stock
 Sub-Account; 


	
 

	
 

	
 


	
 

	
(jj)

	
Prior Focus Plan Match
 Sub-Account; 


	
 

	
 

	
 


	
 

	
(kk)

	
Prior LabOne Money
 Purchase Plan Sub-Account; 


	
 

	
 

	
 


	
 

	
(ll)

	
Prior LabOne Employer
 Match Sub-Account; 


	
 

	
 

	
 


	
 

	
(mm)

	
Prior Plan Employer
 Contribution Sub-Account; 


	
 

	
 

	
 


	
 

	
(nn)

	
Prior Plan Employer
 Qualified Sub-Account; 


	
 

	
 

	
 


	
 

	
(oo)

	
Prior Plan Rollover
 Sub-Account; 


	
 

	
 

	
 


	
 

	
(pp)

	
Prior Profit Sharing
 Sub-Account; 


	
 

	
 

	
 


	
 

	
(qq)

	
Prior Unilab Employer
 Contribution Sub-Account; 


	
 

	
 

	
 


	
 

	
(rr)

	
Qualified Nonelective
 Contribution Sub-Account; 


	
 

	
 

	
 


	
 

	
(ss)

	
Rollover Sub-Account; 


	
 

	
 

	
 


	
 

	
(tt)

	
Statlab Plan Sub-Account; 


	
 

	
 

	
 


	
 

	
(uu)

	
Unilab Plan Sub-Account;


	
 

	
 

	
 


	
 

	
(vv)

	
Vested Employer
 Stock Dividend Sub-Account; and


	
 

	
 

	
 


	
 

	
(ww)

	
Vested Money
 Purchase Plan Dividend Sub-Account.





          All
benefits, rights and features that are required to be preserved with respect to
such sub-accounts under Code Section 411(d)(6) shall be preserved including,
but not limited to, rights to in-service withdrawals, rights to annuity or
other optional forms of distribution and the requirement, where applicable, of
spousal consent to distributions, loans or in-service withdrawals.


C-2






APPENDIX D


SPECIAL DISTRIBUTION PROVISIONS


          The
provisions of this Appendix apply to Participants who have a portion of their
Individual Account attributable to the Money Purchase Plan Sub-Account or any
other sub-account attributable to a money purchase pension plan as indicated in
Appendix B or Appendix C. Such provisions may be waived through a “Qualified
Election” as described in (c) below. However, the provisions of this Appendix
apply only to such portion of the Participant’s Individual Account.


          (a)      Automatic
and Optional Annuity Requirements


	
 

	
 

	
 

	
 


	
 

	
          If
 a Participant elects to receive distribution through the purchase of an
 annuity contract that provides for payment over his life (or his Account
 includes assets transferred directly from a plan subject to Code Section
 417), distribution shall be made to such Participant through the purchase of
 an annuity contract that provides for payment in one of the following
 “automatic annuity forms,” unless the Participant elects a different type
 of annuity.


	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
The
 “automatic annuity form” for a Participant who is married on his Benefit
 Payment Date is a 50% Qualified Joint and Survivor Annuity. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
The
 “optional annuity form” for a Participant who is married on his Benefit Payment
 Date is a 75% Qualified Joint and Survivor Annuity. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(3)

	
The
 “automatic annuity form” for a Participant who is not married on his Benefit
 Payment Date is a Single Life Annuity.


	
 

	
 

	
 

	
 


	
 

	
          A
 Participant’s election of any form of payment other than the “automatic
 annuity form” shall not be effective unless it is a “qualified election;” provided,
 however, that





D-l






	
 

	
 


	
 

	
spousal
 consent shall not be required if the form of payment elected by the
 Participant is a Qualified Joint and Survivor Annuity. A Participant who has
 elected to receive distribution through the purchase of an annuity contract
 that provides for payment over his life (or whose Account includes assets
 transferred directly from a plan subject to Code Section 417) may only change
 his election of a form of payment pursuant to a “qualified election;” provided,
 however, that spousal consent shall not be required if the form of
 payment elected by the Participant is a Qualified Joint and Survivor Annuity.
 


	
 

	
 


	
 

	
(b)     Qualified
 Preretirement Survivor Annuity Requirements 


	
 

	
 


	
 

	
          If
 a married Participant who elects to receive distribution through the purchase
 of an annuity contract that provides for payment over his life (or whose
 Account includes assets transferred directly from a plan subject to Code
 Section 417) dies before his Benefit Payment Date, his spouse shall receive
 distribution of the value of the Participant’s vested interest in his Account
 through the purchase of an annuity contract that provides for payment over
 the life of the Participant’s spouse. A Participant’s spouse may elect to
 receive distribution under any one of the other forms of payment available
 under this Article instead of in the Qualified Preretirement Survivor Annuity
 form. A married Participant who has elected to receive distribution through
 the purchase of an annuity contract that provides for payment over his life
 (or whose Account includes assets transferred directly from a plan subject to
 Code Section 417) may only designate a non-spouse Beneficiary to receive
 distribution of such Account pursuant to a “qualified election” unless the
 spouse of such participant has previously consented to the naming of such
 non-spouse Beneficiary as the sole Beneficiary.





D-2






	
 

	
 

	
 

	
 


	
 

	
(c)

	
Qualified
 Election Procedures


	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
No less than
 seven and no more than 180 days before distribution of a Participant’s
 benefit commences, each Participant and his spouse (if any) shall be given a
 written notice to the effect that if the Participant is married on the date of
 commencement or payments, benefits will be payable in form of a Qualified
 Joint and Survivor Annuity under this Appendix unless the Participant, with
 the consent of his spouse, elects to the contrary prior to the commencement
 of payments. Consent of the spouse is not required for an election if the
 Beneficiary is not the spouse. The notice shall describe, in a manner
 intended to be understood by the Participant and his spouse, the terms and
 conditions of the Qualified Joint and Survivor Annuity, the financial effect
 of the election of an optional form or to revoke such an election, and the
 rights of the Participant’s spouse to consent to an election of an optional
 form. In addition, the notice shall inform the Participant that he has 30
 days to elect whether to have benefits paid in an optional form.


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
During the
 180-day period ending on the day his distribution commences, each Participant
 may elect to have his benefit hereunder paid under one of the options set
 forth in Section 5.6(c) in lieu of the automatic form provided for in Section
 5.6(a).


	
 

	
 

	
 

	
 


	
 

	
 

	
(3)

	
A
 Participant who desires to have his benefit hereunder paid under one of the
 options provided in Section 5.6(c) shall make such an election through an
 Appropriate Request. An election by a Participant to receive his retirement
 benefit under any of the options provided in Section 5.6(c) may





D-3






	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
be revoked
 by such Participant at any time, and any number of times, during the 180-day
 period ending on the day his benefit payments commence. After retirement
 benefit payments have commenced, no elections or revocations of an optional
 method will be permitted under any circumstances.


	
 

	
 

	
 

	
 


	
 

	
(d)

	
For the
 purpose of this Appendix, the following terms shall have the following
 meanings:


	
 

	
 

	
 

	
 


	
 

	
 

	
(1)

	
“Qualified
 Joint and Survivor Annuity” means an immediate annuity payable at earliest
 retirement age under the Plan, as defined in regulations under Code Section
 401(a)(11), that is payable for the life of a Participant with a survivor
 annuity payable to the life of the Participant’s spouse that is equal to at
 least 50% but no more than 100% of the amount of the annuity payable during
 the joint lives of the Participant and spouse. No survivor annuity shall be
 payable to the Participant’s spouse under a Qualified Joint and Survivor
 Annuity if such spouse is not the same spouse to whom the Participant was
 married on his Benefit Payment Date. 


	
 

	
 

	
 

	
 


	
 

	
 

	
(2)

	
“Qualified
Pre-Retirement Survivor Annuity” means an annuity payable for the life of a Participant’s surviving
spouse upon the death of a Participant prior to his Benefit Payment Date. 





D-4






APPENDIX
E


AMERISAVE
RULES AND DEFINITIONS


          The
following definitions applied to the Prior Plan, and may need to be referenced
in the current administration of the
Plan.


          Hour
of Service – Means, prior to January 1, 2009:


	
 

	
 


	
 

	
          (1)
 each hour for which an Employee is
 directly or indirectly compensated or entitled to compensation by the
 Employer for the performance of duties (these hours will be credited to the Employee for the computation
 period in which the duties are performed);


	
 

	
 


	
 

	
          (2)
 each hour for which an Employee is
 directly or indirectly compensated or entitled to compensation by the Employer (irrespective of whether the
 employment relationship has
 terminated) for reasons other than performance of duties (such as vacation, holidays, sickness, jury duty,
 disability, lay-off, military duty or leave of absence) during the applicable computation period (these hours will be
 calculated and credited pursuant to
 Department of Labor Regulation §2530.200b-2 which is incorporated
 herein by reference); and


	
 

	
 


	
 

	
          (3)
 each hour for which back pay is
 awarded or agreed to by the Employer without
 regard to mitigation of damages (these hours will be credited to the Employee
 for the computation period or
 periods to which the award or agreement pertains rather than the computation period in which the award,
 agreement or payment is made). The same Hours of Service shall not be credited both under (1) or (2), as the
 case may be, and under (3).





E-1






	
 

	
 


	
 

	
          Notwithstanding
 the above: (A) no more than 501 Hours of Service are required to be credited to an Employee on
 account of any single continuous period during which the Employee
 performs no duties (whether or not such period occurs in a single computation period); (B) an hour for which an
 Employee is directly or indirectly
 paid, or entitled to payment, on account of a period during which no duties are performed is not required to
 be credited to the Employee if such payment is made or due under a plan
 maintained solely for the purpose of complying
 with applicable worker’s compensation, or unemployment compensation or disability insurance laws; and
 (C) Hours of Service are not required
 to be credited for a payment which solely reimburses an Employee for medical
 or medically-related expenses incurred by the Employee.


	
 

	
 


	
 

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


	
 

	
 


	
 

	
          A
 period of qualified military service shall be included with Hours of Service to the extent it has not already been
 credited. For purposes of crediting Hours of Service during a period
 of qualified military service, an Hour of Service shall be credited for each hour such Employee would normally have been
 scheduled to work for the Employer or an Affiliate during such period.





E-2






	
 

	
 


	
 

	
          Notwithstanding
 the preceding provisions of this definition, if an Employer does not maintain records that
 accurately reflect actual Hours of Service
 creditable to an Employee hereunder, such Employee will be credited with
 45 Hours of Service for each week he performs at least one Hour of Service.


	
 

	
 


	
 

	
          For
 purposes of this definition, Hours of Service will be credited for employment with nonparticipating Affiliates for
 eligibility and vesting purposes. The
 provisions of Department of Labor Regulation §§2530.200b-2(b) and (c) are incorporated herein by reference. 





One-Year
Break in Service – Means,
prior to January 1, 2009:


          (1)
A 12-consecutive month computation
period (as defined under the definition
of a Year of Vesting Service) in which the Employee does not complete at least
501 Hours of Service.


          (2)
Any period of unpaid leave pursuant
to the Family and Medical Leave Act of 1993 shall not be treated or
counted toward a One-Year Break in Service.


          (3)
Solely for determining whether a One-Year Break in Service has occurred in a computation period for participation and
vesting purposes, an individual who is absent from work for maternity or
paternity reasons or for qualified military service will receive credit for the Hours of Service which
would otherwise have been credited to such individual. In the event
these hours cannot be determined, eight (8) Hours of Service per day will be used. For purposes of this paragraph,
an absence from work for maternity or paternity
reasons means an absence: (A) by reason of the pregnancy of the individual; (B)
by reason of the birth of a child of the individual; (C) by reason of the
placement of a child with the individual in connection with the adoption of the
child by such individual; 


E-3






	
 

	
 


	
 

	
or (D) for purposes of caring for the child for a
 period beginning immediately following such birth or placement. However, in
 no event will the hours treated as Hours of Service under this paragraph by reason of any absence from work for maternity
 or paternity reasons exceed 501
 hours. The Hours of Service credited under this paragraph will be credited:
 (i) in the computation period in which the absence begins if the crediting is
 necessary to prevent a One-Year Break in Service in that period; or
 (ii) in all other cases, in the following
 computation period.





          The
following rules apply to the Prior Plan, and may need to be referenced in the
current administration of the Plan.


                    (4)
The Prior Plan determined Vesting
Service under an Hours of Service counting
methodology. If a Participant was participating in the Prior Plan during the
Plan Year beginning January 1, 2008, had at least 1,000 Hours of Service for
vesting purposes during the Plan Year beginning January 1, 2008 and also had a
Year of Vesting Service (under the elapsed time method) with respect to the year beginning on the anniversary of his
Employment Commencement Date occurring
in 2008, such Participant shall be credited with two Years of Vesting
Service for the period from January 1, 2008 through the anniversary of his
Employment Commencement Date occurring in
2009.


                    (5)
The Prior Plan determined Eligibility Service under an elapsed time methodology. Accordingly, there is no change in the
calculation of Eligibility Service arising from the amendment and restatement
of the Prior Plan into the Plan.


E-4