exhibit10-30.htm


    EXHIBIT
10.30

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      AMENDMENT
NUMBER FIVE

       

      TO

       

      THE
DIME SAVINGS BANK OF WILLIAMSBURGH

       

      401(k)
SAVINGS PLAN

       

      


       

       

      Pursuant
to Section 11.1 of The Dime Savings Bank of Williamsburgh 401(k) Savings Plan,
As Amended and Restated Effective April 1, 2001, Including Provisions Effective
Retroactive to January 1, 1997 ("Plan"), the Plan is amended, effective as of
January 1, 2009:

       

      


       

      1.           INTRODUCTION – The
last sentence of the sixteenth paragraph of the Introduction shall be amended in
its entirety to read as follows:

       

       

      In
addition, the Plan complies with final regulations under Code Section 401(a)(9),
IRS procedural guidance (Notice 2005-5) addressing required “automatic
rollovers” under Section 401(a)(31)(B) of the Code, 2006 final regulations under
Code Section 401(k) and Code Section 401(m) and Code Section 402A addressing the
optional treatment of elective deferrals as Roth Contributions.

       

      


       

      2.           INTRODUCTION – The
Introduction shall be further amended by adding the following new paragraph as
the seventeenth paragraph to read as follows and all subsequent paragraphs of
the Introduction shall follow accordingly:

       

       

      Effective
January 1, 2009, Roth Contributions shall be available to Participants for
deferral.

       

      


       

      3.           ARTICLE I – Section
1.1, the definition of “Accounts,” shall be amended by adding the following new
sentence to the end thereof to read as follows:

       

       

      Effective
January 1, 2009, Accounts shall also include the Roth Contribution
Account.

       

      


       

      4.           ARTICLE I – Section
1.3, the definition of “Actual Deferral Percentage,” shall be amended by adding
the words “Roth Contributions” immediately following the words Before-Tax
Contributions.

       

      


       

      5.           ARTICLE I – Section
1.7, the definition of Allocation Compensation, shall be amended by adding the
following new paragraph as the second paragraph and the former second paragraph
shall follow accordingly:

       

       

      Allocation
Compensation shall exclude any amount included in reported compensation as a
result of the grant or vesting of restricted stock, the exercise of stock
options or disqualifying dispositions of incentive stock options.

       

      


       

      6.           ARTICLE I – The first
paragraph of Section 1.18, the definition of Compensation, shall be amended by
adding the words “and effective January 1, 2009, Elective Contributions”
immediately following the words “Before-Tax Contributions.”

       

      


       

      7.           ARTICLE I – Article I
shall be amended by adding the following new definition as Section 1.24 to read
as follows and the former Section 1.24, all subsequent sections of Article I and
any cross references thereto shall follow accordingly:

       

       

      
        	
                 
      

              	
                1.24

              	
                Elective
      Contributions means, with respect to any taxable year, the sum of
      Before-Tax Contributions and Roth Contributions, as set forth under
      Section 3.1.

              


      

       

      


       

      8.           ARTICLE I – Article I
shall be amended by adding the following as the new Sections 1.64 and 1.65 to
read as follows and the former Sections 1.64 and 1.65, all subsequent sections
of Article I and any cross references thereto shall follow
accordingly:

       

       

      
        	
                 
      

              	
                1.64

              	
                Roth Contribution
      Account means the separate, individual account established on
      behalf of a Participant to which Roth Contributions and Catch-Up
      Contributions, if any, made by the Participant are credited, together with
      all earnings and appreciation thereon, and against which are charged any
      withdrawals, loans and other distributions made from such account and any
      losses, depreciation or expenses allocable to amounts credited to such
      account.  Earnings and appreciation credited on Roth
      Contributions are before-tax
amounts.

              


      

       

       

      
        	
                 
      

              	
                1.65

              	
                Roth
      Contributions means, effective January 1, 2009, the after-tax
      contributions made in accordance with the Compensation Reduction
      Agreements of Participants pursuant to Section 3.1.  Roth
      Contributions shall be treated as elective deferrals for all purposes
      under the Plan.  A Roth Contribution is an elective deferral
      that is:

              


      

       

       

      
        	
                 
      

              	
                (a)

              	
                designated
      irrevocably by the Participant at the time of the cash or deferral
      election as a Roth elective deferral that is being made instead of all or
      a portion of the Before-Tax Contributions the Participant is otherwise
      eligible to make under the Plan;
and

              


      

       

       

      
        	
                 
      

              	
                (b)

              	
                treated
      by the Employer as includible in the Participant’s income at the time the
      Participant would have received that amount in cash if the Participant had
      not made a cash or deferred
election.

              


      

       

      


       

      9.           ARTICLE II – Section
2.3 shall be amended by adding the following new paragraphs to the end thereof
to read as follows:

       

       

      Effective
January 1, 2009 and except as hereafter provided with respect to Plan Years in
which a Safe Harbor Nonelective Contribution is made in accordance with Section
3.12, an Eligible Employee may elect to participate as of the first day of any
payroll period of any calendar month following satisfaction of the eligibility
requirements set forth in Section 2.1, and either: (a) an election for
Before-Tax Contributions and/or Roth Contributions in accordance with Section
3.1, or (b) eligibility for Special Contributions in accordance with Section
3.5.

       

       

      An
election for Before-Tax Contributions and/or Roth Contributions shall be
evidenced by completing and filing the form or forms (including electronic
forms) prescribed by the Committee not less than ten (10) days prior to the date
participation is to commence.  Such form or forms shall include, but
not be limited to, a Compensation Reduction Agreement, a designation of
Beneficiary, and an investment direction as described in Section
6.1.  By completing and filing such form or forms, the Eligible
Employee authorizes the Employer to make the applicable payroll deductions from
Compensation, commencing on the first applicable payday coincident with or next
following the effective date of the Eligible Employee's election to
participate.  In the case of Special Contributions and/or Safe Harbor
Nonelective Contributions, a Participant shall complete a form or forms
prescribed by the Committee, designating a Beneficiary and an investment
direction as described in Section 6.1.  Employees of an Acquired
Company who are eligible to participate on the date of the transaction by which
such company became an Acquired Company, may also elect to participate as of the
first day of the payroll period in which such transaction occurs.

       

       

      For any
Plan Year in which a Safe Harbor Nonelective Contribution is made in accordance
with Section 3.12, all Employees who meet the requirements of an Eligible
Employee during such Plan Year shall participate in the Plan.

       

      


       

      10.           ARTICLE III – The
heading of Section 3.1 shall be amended by adding “and Effective January 1,
2009, Elective Contributions” immediately following the words “Before-Tax
Contributions” and the Table of Contents shall be revised
accordingly.

       

      


       

      11.           ARTICLE III – Section
3.1 shall be amended by adding the following new paragraph to the end thereof to
read as follows:

       

       

      Effective
January 1, 2009, the Employer shall make Before-Tax Contributions and/or
after-tax Roth Contributions for each payroll period in an amount equal to the
amount by which a Participant's Compensation has been reduced with respect to
such period under his Compensation Reduction Agreement.  Subject to
the limitations set forth in Sections 3.2 and 3.11, the amount of reduction
authorized by the Eligible Employee shall be whole percentages and/or fractions
thereof of Compensation and shall not be less than one percent (1%) nor greater
than twenty-five percent (25%).  The Before-Tax Contribu­tions, if
any, made on behalf of a Participant shall be credited to such Participant's
Before-Tax Contribution Account and shall be invested in accordance with Article
VI of the Plan.  The Roth Contributions, if any, made by a Participant
shall be credited to such Participant's Roth Contribution Account, and shall be
invested in accordance with Article VI of the Plan.

       

      


       

      12.           ARTICLE III – The
heading of Section 3.2 shall be amended by adding “and Effective January 1,
2009, Limitation on Elective Contributions” immediately following the words
“Before-Tax Contributions” and the Table of Contents shall be revised
accordingly.

       

      


       

      13.           ARTICLE III – The
portion of Section 3.2(a) that precedes the first colon shall be amended in its
entirety to read as follows:

       

       

      Except as
provided in Section 3.2(e), commencing January 1, 1997 and prior to January 1,
2009, the percentage of Before-Tax Contributions made on behalf of a Participant
who is a Highly Compensated Employee shall be limited so that the Average Actual
Deferral Percentage for the group of such Highly Compensated Employees for the
Plan Year does not exceed the greater of:

       

      


       

      14.           ARTICLE III – The
penultimate sentence of Section 3.2(b) shall be amended by adding the words “and
effective January 1, 2009, Elective Contributions” immediately following the
words “Before-Tax Contributions.”

       

      


       

      15.           ARTICLE III – Section
3.2(c) shall be amended by adding the following new paragraph to the end thereof
to read as follows:

       

       

      Effective
January 1, 2009, if Elective Contributions made on behalf of a Participant
during any Plan Year exceed the dollar limitation set forth in subsection (b),
such contributions, including any earnings thereon as determined under Section
3.8, shall be characterized as Compensation payable to the Participant and shall
be paid to the Participant from his Before-Tax Contribution Account and/or Roth
Contribution Account no later than April 15th of the calendar year following the
close of such Plan Year.  Distribution of excess Elective
Contributions for a year shall be made to the Participant first from his
Before-Tax Contribution Account, then from his Roth Contribution Account or a
combination of both his Before-Tax Contribution Account and Roth Contribution
Account, unless the Participant specifies otherwise.

       

      


       

      16.           ARTICLE III – Section
3.2 shall be further amended by adding the following new subsection (e) to the
end thereof to read as follows:

       

       

      
        	
                 
      

              	
                (e)

              	
                Effective
      January 1, 2009, the percentage of Elective Contributions made on behalf
      of a Participant who is a Highly Compensated Employee shall be limited so
      that the Average Actual Defer­ral Percentage for the group of such
      Highly Compensated Employees for the Plan Year does not exceed the greater
      of:

              


      

       

       

      
        	
                 
      

              	
                (i)

              	
                the
      Average Actual Deferral Percentage for the group of Eligible
      Employ­ees who were Non-Highly Compensated Employees for the preceding
      Plan Year multi­plied by 1.25;
or

              


      

       

       

      
        	
                 
      

              	
                (ii)

              	
                the
      Average Actual Deferral Percentage for the group of Eligible
      Employ­ees who were Non-Highly Compensated Employees for the preceding
      Plan Year multi­plied by two (2), provided, that the difference in the
      Average Actual Deferral Percentage for eligible Highly Compensated
      Employees and eligible Non-Highly Compensated Employees does not exceed
      two percent (2%).

              


      

       

       

      The
preceding Plan Year testing method can only be modified if the Plan meets the
requirements for changing to current Plan Year testing as set forth in Code
Section 401(k) and final Regulations under Section 1.401(k)-2, or any successor
future guidance issued by the Internal Revenue Service.

       

       

      The above
subsections (i) and (ii) shall be subject to the distribution provisions of the
last paragraph of Section 3.11(f).

       

       

      The
amount of excess Elective Contributions attributable to a given Highly
Compensated Employee for a Plan Year is the amount, if any, by which the Highly
Compensated Employee’s Elective Contributions taken into account under this
Section 3.2(e) must be reduced for the Highly Compensated Employee’s Actual
Deferral Ratio to equal the highest permitted Actual Deferral Ratio under the
Plan.  To calculate the highest permitted Actual Deferral Ratio, the
Actual Deferral Ratio of the Highly Compensated Employee with the highest Actual
Deferral Ratio is reduced by the amount required to cause the Highly Compensated
Employee’s Actual Deferral Ratio to equal the Actual Deferral Ratio of the
Highly Compensated Employee with the next highest Actual Deferral
Ratio.  If a lesser reduction would satisfy the Actual Deferral
Percentage test, only this lesser reduction is used in determining the highest
permitted Actual Deferral Ratio.

       

       

      The
process described in the preceding paragraph must be repeated until the Actual
Deferral Percentage test is satisfied.  The sum of all reductions for
all Highly Compensated Employees determined under the preceding paragraph is the
total amount of excess Elective Contributions for the Plan Year.

       

       

      For
purposes of this Section 3.2(e), the Actual Deferral Ratio of an eligible
Employee for a Plan Year is the sum of the Employee’s Elective Contributions
taken into account for such year, and the Special Contributions  taken
into account for such year, divided by the Employee’s Compensation taken into
account for such year.  For purposes of this Section 3.2(e),
Compensation means compensation as defined under Regulations Section
1.414(s)-1(c)(2) and (4), including the Employee’s wages, salary, fees for
professional services and other amounts received for personal services actually
rendered in the course of employment with the Employer to the extent that such
amounts are includible in gross income, (including, but not limited to,
commissions paid salesmen, compensation for services on the basis of a
percentage of profits, commissions on insurance premiums, tips, bonuses, fringe
benefits, and reimbursements or other expense allowances under a nonaccountable
plan, but excluding contributions made by the Employer to any other pension,
deferred compensation, welfare or other employee benefit plan, amounts realized
from the exercise of a nonqualified stock option or the sale of a qualified
stock option, and other amounts which receive special tax
benefits.  If no Elective Contributions or Special Contributions are
taken into account for the eligible Employee for the Plan Year, the eligible
Employee’s Actual Deferral Ratio is equal to zero (0).

       

       

      If
Elective Contributions made on behalf of a Participant during any Plan Year
exceed the maximum amount applicable to a Participant as set forth above, any
such contributions, including any earnings thereon as determined under Section
3.8, shall be characterized as Compensation payable to the Participant and shall
be paid to the Participant from his Before-Tax Contribution Account and/or Roth
contribution Account, as applicable, no later than two and one-half (2-1/2)
months after the close of such Plan Year.  Distribution of excess
Elective Contributions for a year shall be made to the Participant first from
his Before-Tax Contribution Account, then from his Roth Contribution Account, or
a combination of both his Before-Tax Contribution Account and Roth Contribution
Account, unless the Participant specifies otherwise.

       

       

      Excess
Elective Contributions shall be adjusted for any income or loss up to the date
of distribution.  The income or loss allocable to excess Elective
Contributions is the sum of:  (i) income or loss allocable to the
Participant’s Before-Tax Contribution Account and/or Roth Contribution Account,
if implemented, for the taxable year multiplied by a fraction, the numerator of
which is such Participant’s excess Elective Contributions for the year and the
denominator is the Participant’s Account balance attributable to Elective
Contributions without regard to any income or loss occurring during such taxable
year; and (ii) ten percent (10%) of the amount determined under subsection (i)
multiplied by the number of whole calendar months between the end of the
Participant’s taxable year and the date of distribution, counting the month of
distribution if distribution occurs after the fifteenth (15th ) of
such month.

       

       

      The
amount of excess Elective Contributions to be distributed or recharacterized
shall be reduced by excess Elective Contributions previously distributed for the
taxable year ending in the same Plan Year and excess Elective Contributions to
be distributed for a taxable year shall be reduced by excess Elective
Contributions previously distributed or recharacterized for the Plan Year
beginning in such taxable year.

       

       

      In the
event that the Plan satisfies the requirements of Section 401(k), 401(a)(4) or
410(b) of the Code only if aggregated with one or more other plans, or if one or
more other plans satisfy the requirements of Section 401(k), 401(a)(4) or 410(b)
of the Code only if aggregated with the Plan, then this Section 3.2(e) shall be
applied by determining the Actual Deferral Percentages of Eligible Employees as
if all such plans were a single plan.

       

       

      If any
Highly Compensated Employee is a Participant in two (2) or more cash or deferred
arrangements of the Employer, for purposes of determining the Actual Deferral
Percentage with respect to such Highly Compensated Employee, all cash or
deferred arrangements shall be treated as one (1) cash or deferred
arrangement.

       

       

      If
applicable, in the event the Plan is disaggregated into separate plans under the
rules of Section 410(b) of the Code, then each separate plan can apply a
different testing method.

       

       

      If
applicable, additional Elective Contributions that are made by reason of a
Participant’s qualified military service pursuant to Section 414(u) of the Code,
shall not be taken into account under the Actual Deferral Percentage
test.

       

       

      If
applicable, Special Contributions may be taken into account in determining the
Actual Deferral Ratio for an Eligible Employee for a Plan Year, but only to the
extent such Special Contributions satisfy the requirements set forth in Sections
1.401(k)-2(a)(6)(i), (ii), (iii) and (iv) of the Treasury
regulations.

       

      


       

      17.           ARTICLE III – The
heading of Section 3.3 shall be amended by adding “and Effective January 1,
2009, Changes in Elective Contributions” immediately following the words
“Before-Tax Contributions” and the Table of Contents shall be revised
accordingly.

       

      


       

      18.           ARTICLE III – Section
3.3 shall be amended by adding the following new paragraphs to the end thereof
to read as follows:

       

       

      Effective
January 1, 2009, unless (a) an election is made to the contrary, or (b) a
Participant receives a Hardship distribution pursuant to Section 7.3(c)(iii),
the percentage of Elective Contributions made under the third paragraph of
Section 3.1 shall continue in effect as long as the Participant has a
Compensation Reduction Agreement in force.  A Participant who has a
Compensation Reduction Agreement in force may, by completing the applicable form
(including an electronic version), prospectively increase or decrease the rate
of Elective Contributions to any of the percentages authorized under the third
paragraph of Section 3.1 or suspend Elective Contributions without withdrawing
from participation in the Plan.  Such election must be filed at least
ten (10) days prior to the first day of the payroll period with respect to which
such change is to become effective.  A Participant who has Elective
Contributions suspended may resume such contributions by completing and filing
the applicable form (including an electronic version).  An election
may be made at any time which would prospectively increase, decrease, suspend or
resume Elective Contributions of a Participant.  A Participant may
terminate his Elective Contributions at any time.

       

       

      Elective
Contributions based on Compensation for the period during which such
contributions had been suspended or decreased may not be made up at a later
date.

       

      


       

      19.           ARTICLE III – The
first two paragraphs of Section 3.8 and Section 3.8(a) shall be amended by
adding the words “and effective January 1, 2009, and/or Roth Contributions,”
immediately following the words “Before-Tax Contributions,” wherever such words
appear therein.

       

      


       

      20.           ARTICLE III –
Sections 3.8(a) shall be amended by adding the words “and effective January 1,
2009, and/or Roth Contribution Account,” immediately following the words
“Before-Tax Contribution Account,” wherever such words appear
therein.

       

      


       

      21.           ARTICLE III – Section
3.8(b) shall be amended by adding the words “Prior to January 1, 2009,”
immediately preceding the beginning of such subsection and by adding the
following new paragraph to the end thereof to read as follows:

       

       

      Effective
January 1, 2009, the amount of earnings attributable to the Participant's
Before-Tax Contribution Account and/or Roth Contribution Account for the period
commencing with the first day of the Plan Year in which payment is made to the
Participant and ending with the date of payment to the Participant multiplied by
a fraction, the numerator of which is the excess Before-Tax Contributions and
Special Contributions made to the Before-Tax Contribution Account and/or Roth
Contributions made to the Roth Contribution Account on the Participant's behalf
during the Plan Year immediately preceding the Plan Year in which the payment is
made to the Participant, and the denominator of which is the Net Value of the
Participant's Before-Tax Contribution Account and/or Roth Contribution Account
on the first day of the Plan Year in which the payment is made to the
Participant.

       

      


       

      22.           ARTICLE III – The
first paragraph of Section 3.9 shall be amended by adding the words “and
effective January 1, 2009, and/or Roth Contributions,” immediately following the
words “Before-Tax Contributions.”

       

      


       

      23.           ARTICLE III – Section
3.11(a)(i)(B) shall be amended in its entirety to read as follows:

       

       

      (B) Roth
Contributions and any other Employee contributions;

       

      


       

      24.           ARTICLE III –
Sections 3.11(a)(i)(I) and (II), Section 3.11(e)(i) shall be amended by adding
the words “and effective January 1, 2009, and/or Roth Contributions,”
immediately following the words “Before-Tax Contributions.”

       

      


       

      25.           ARTICLE III – Section
3.11(f) shall be amended by adding the words “and effective January 1, 2009,
Elective Contributions” immediately following the words “Before-Tax
Contributions” wherever such words appear therein.

       

      


       

      26.           ARTICLE III – The
first paragraph of Section 3.12 shall be amended by adding the following new
sentence immediately preceding the last sentence thereof to read as
follows:

       

       

      Effective
January 1, 2009, Safe Harbor Nonelective Contributions, if any, shall no longer
be made to The Employees Stock Ownership Plan of Dime Community Bancshares, Inc.
and Certain Affiliates.

       

      


       

      27.           ARTICLE IV – Section
4.1(a) shall be amended by adding the words “effective January 1, 2009, the Net
Value of his Roth Contribution Account” immediately following the words “the Net
Value of his Before-Tax Contribution Account.”

       

      


       

      28.           ARTICLE IV – The
first paragraph of Section 4.2 shall be amended by adding the following new
sentence to the end thereof to read as follows:

       

       

      In no
event shall Forfeitures be allocated to a Participant’s Roth Contribution
Account.

       

      


       

      29.           ARTICLE V – The
second paragraph of Section 5.3 shall be amended by adding the words “, Roth
Contributions,” immediately following the words “Before-Tax
Contributions.”

       

      


       

      30.           ARTICLE VI – The
first paragraph of Section 6.1 shall be amended by adding the words “, Roth
Contributions,” immediately following the words “Before-Tax
Contributions.”

       

      


       

      31.           ARTICLE VI – Section
6.2, 6.3 and 6.4(b) shall be amended by adding the words “and effective January
1, 2009,” immediately following the words “June 30, 2001,” wherever such words
appear therein.

       

      


       

      32.           ARTICLE VII – Section
7.1 shall be amended by adding the following new subsection (e) to read as
follows:

       

       

      
        	
                (e)  

              	
                A
      distribution from a Participant's designated Roth Contribution Account,
      that meets the requirements of a qualified distribution, shall not be
      includible in the Participant's gross income.  For purposes of
      this Article VII, a qualified distribution is a distribution that is
      both:

              


      

       

       

      
        	
                 
      

              	
                (i)

              	
                made
      after the 5-taxable year period of participation, as defined in A-4 of
      Treasury Regulations Section 1.402A-1, has been completed;
    and

              


      

       

       

      
        	
                 
      

              	
                (ii)

              	
                made
      on or after the date the Participant attains age fifty-nine and one-half
      (59-1/2), made to a Beneficiary or the estate of the Participant on or
      after the Participant's death, or attributable to the Participant's being
      disabled within the meaning of Internal Revenue Code Section
      72(m)(7).

              


      

       

      


       

      33.           ARTICLE VII – Section
7.2(a) shall be amended by adding the following as the new subsections (iii) and
(iv) and the former subsections (iii) and (iv) and all subsequent subsections of
Section 7.2(a) shall follow accordingly:

       

       

      
        	
                 
      

              	
                (iii)

              	
                the
      lesser of:  (A) his Roth Contributions and (B) the Net Value of
      his Roth Contribution Account, if
any;

              


      

       

       

      
        	
                 
      

              	
                (iv)

              	
                the
      Net Value of his Roth Contribution Account not withdrawn under subsection
      (iii) above;

              


      

       

      


       

      34.           ARTICLE VII – Section
7.2(c), Section 7.3(c)(ii)(C), Section 7.3(g) and Section 7.3(h) shall be
amended by adding the words “and effective January 1, 2009, Elective
Contributions” immediately following the words “Before-Tax
Contributions.”

       

      


       

      35.           ARTICLE VII – Section
7.3(d) shall be amended by adding the following as the new subsection (ii) and
the former subsection (ii) and all subsequent subsections of Section 7.3(d)
shall follow accordingly:

       

       

      (ii) Roth
Contribution Account,

       

      


       

      36.           ARTICLE VII – Section
7.3(e) shall be amended by adding the following as the new subsection (ii) and
the former subsection (ii) and all subsequent subsections of Section 7.3(e)
shall follow accordingly:

       

       

      
        	
                 
      

              	
                (ii)

              	
                the
      Participant's Roth Contribution
Account;

              


      

       

      


       

      37.           ARTICLE VII – Section
7.8(a), shall be amended in its entirety to read as follows:

       

       

      
        	
                 
      

              	
                (a)

              	
                "Direct
      Rollover" means a payment by the Plan to the Eligible Retirement Plan
      specified by the Distributee.  The Plan will not provide for a
      Direct Rollover for distributions from a Participant’s Roth Contribution
      Account if the amount of the distributions that are Eligible Rollover
      Distributions are reasonably expected to total less than $200 during a
      year.  In addition, any distribution from a Participant’s Roth
      Contribution Account is not taken into account in determining whether
      distributions from the Participant’s other Accounts are reasonably
      expected to total less than $200 during a
year.

              


      

       

      


       

      38.           ARTICLE VII – Section
7.8(c) shall be amended by adding the following new paragraph as the second
paragraph to read as follows:

       

       

      Notwithstanding
the foregoing, if any portion of an Eligible Rollover Distribution is
attributable to payments or distributions from an Employee’s Roth Contribution
Account, Eligible Retirement Plan, with respect to such portion, means only (i)
another designated Roth contribution account under an applicable retirement plan
described in Code Section 402A(e)(1) or (ii) a Roth IRA described in Code
Section 408A, and only to the extent the Eligible Rollover Distribution is
permitted under Code Section 402(c).

       

      


       

      39.           ARTICLE VII – Section
7.8(d) shall be amended by adding the following new paragraph as the second
paragraph to read as follows:

       

       

      Eligible
Rollover Distributions from a Participant’s Roth Contribution Account are taken
into account in determining whether the vested interest in the Net Value of the
Employee’s Accounts is less than or equal to one thousand dollars ($1,000) for
purposes of determining distributions pursuant to Sections 7.5 and
7.6.

       

      


       

      40.           ARTICLE VIII –
Section 8.2 and Section 8.6(c) shall be amended by adding the words “, Roth
Contribution Account,” immediately following the words “Before-Tax Contribution
Account.”

       

      


       

      41.           ARTICLE VIII –
Section 8.4(b) shall be amended by adding the following as the new subsection
(iii) and the former subsection (iii) and all subsequent subsections of Section
8.4(b) shall follow accordingly:

       

       

      (iii)           Roth
Contribution Account;

       

      


       

      42.           ARTICLE VIII –
Section 8.6(c) shall be amended by adding the words “and effective January 1,
2009, Elective Contributions” immediately following the words “Before-Tax
Contributions.”

       

      


       

      43.           ARTICLE XII – Section
12.3(a) shall be amended by adding the words “, Roth Contributions” immediately
following the last two references to “Special Contributions”
therein.

       

      


       

      44.           ARTICLE XII – Section
12.3(c)(iii) shall be amended by adding the words “and effective January 1,
2009, Elective Contributions” immediately following the words “Before-Tax
Contributions.”

       

      


       

      45.           ARTICLE XII – Section
12.3(d) shall be amended by adding the words “and/or Roth Contributions”
immediately following the words “Before-Tax Contributions.”

       

      


       

      46.           ADDENDUM A – Item 4
of Addendum A, the definition of “Rollover Contribution Account” shall be
amended in its entirety to read as follows:

       

       

      Effective
January 1, 2002, the Plan will additionally accept Eligible Rollover
Contributions and/or direct rollovers of distributions from the following types
of plans:  (i) an annuity contract described in Section 403(b) of the
Code (excluding after-tax Employee contributions); (ii) an eligible plan under
Section 457(b) of the Code 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; (iii) the portion of a distribution from an individual retirement
account or annuity described in Section 408(a) or Section 408(b) of the Code
that is eligible to be rolled over and would otherwise be included in gross
income; and (iv) effective January 1, 2009, a designated Roth contribution
account under another qualified plan described in Code Section 402A(e)(1) to a
Participant’s Roth Contribution Account, provided the eligible rollover
distribution is permitted under Code Section 402(c).